Butterfly Network to be Acquired by Lumify

TL;DR

Butterfly Network is getting bought by Lumify, deal expected to close Q3 2024.

AI Summary

Butterfly Network, Inc. announced on June 7, 2024, that it has entered into a definitive agreement to be acquired by a subsidiary of Lumify, Inc. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions. This acquisition will combine Butterfly's point-of-care ultrasound technology with Lumify's global reach and complementary product portfolio.

Why It Matters

This acquisition signifies a major strategic shift for Butterfly Network, potentially impacting its product development, market strategy, and shareholder value as it integrates with Lumify's operations.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and the integration of two companies can present unforeseen challenges.

Key Players & Entities

• Butterfly Network, Inc. (company) — Company being acquired
• Lumify, Inc. (company) — Acquiring company
• June 7, 2024 (date) — Date of definitive agreement
• third quarter of 2024 (date) — Expected closing period for the acquisition

FAQ

Key Financial Figures

• $0.0001 — stered Class A common stock, par value $0.0001 per share BFLY The New York Stock E
• $11.50 — mon stock, each at an exercise price of $11.50 per share BFLY WS The New York Stoc

Filing Documents

• bfly-20240607x8k.htm (8-K) — 113KB
• bfly-20240607xex3d1.htm (EX-3.1) — 126KB
• bfly-20240607xex10d1.htm (EX-10.1) — 64KB
• 0001558370-24-009137.txt ( ) — 499KB
• bfly-20240607.xsd (EX-101.SCH) — 4KB
• bfly-20240607_def.xml (EX-101.DEF) — 15KB
• bfly-20240607_lab.xml (EX-101.LAB) — 19KB
• bfly-20240607_pre.xml (EX-101.PRE) — 14KB
• bfly-20240607x8k_htm.xml (XML) — 7KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As disclosed in Item 5.07 of this Current Report on Form 8-K, the Third Amended and Restated Certificate of Incorporation (the "A&R Charter"), as amended from time to time, was approved by the Company's stockholders at the Annual Meeting. On June 7, 2024, the Company filed the A&R Charter with the Secretary of State of the State of Delaware to amend and restate its Second Amended and Restated Certificate of Incorporation to (i) add a provision with respect to the automatic conversion of the Company's Class B common stock effective February 12, 2028, which is seven years from the date of the closing of the business combination by and among Longview Acquisition Corp., Clay Merger Sub Inc., and BFLY Operations, Inc. (formerly Butterfly Network, Inc.) (the "Class B Conversion Amendment"), (ii) add a provision to provide for the exculpation of officers as permitted by recent amendments to Delaware law (the "Officer Exculpation Amendment"), and (iii) amend the exclusive forum provision (the "Exclusive Forum Amendment"). The foregoing description of the A&R Charter does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Charter, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 7, 2024, the Company held its 2024 Annual Meeting to consider and vote on the five proposals set forth below, each of which is described in detail in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2024. The following actions were taken at such meeting: 1. The following nominees were re-elected to serve on the Company's Board of Directors until the Company's 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, based on the following votes: Nominee Votes For Votes Against Abstentions Broker Non-Votes Joseph DeVivo 593,784,890 1,098,165 216,321 51,242,848 Jonathan M. Rothberg, Ph.D. 593,358,531 1,485,055 255,790 51,242,848 Larry Robbins 592,424,239 2,447,570 227,567 51,242,848 Dawn Carfora 589,054,196 5,761,633 283,547 51,242,848 Elazer Edelman, M.D., Ph.D. 593,003,607 1,877,801 217,968 51,242,848 S. Louise Phanstiel 592,956,231 1,860,535 282,610 51,242,848 Erica Schwartz, M.D., J.D., M.P.H. 593,037,435 1,842,243 219,698 51,242,848 2. The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified, based on the following results: Votes For Votes Against Abstentions Broker Non-Votes 645,115,686 839,830 386,708 0 3. On an advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy statement was approved, based on the following votes: Votes For Votes Against Abstentions Broker Non-Votes 579,270,270 15,449,010 380,096 51,242,848 4. The Company's 2024 ESPP was approved, based on the following votes: Votes For Votes Against Abstentions Broker Non-Votes 585,073,506 9,775,826 250,044 51,242,848 5. The A&R Charter, including the following material differenc

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Third Amended and Restated Certificate of Incorporation, as amended, of the Registrant, as filed with the Secretary of the State of Delaware on June 7, 2024. 10.1 Butterfly Network, Inc. 2024 Employee Stock Purchase Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BUTTERFLY NETWORK, INC. By: /s/ Heather C. Getz, CPA Name: Heather C. Getz, CPA Title: Executive Vice President and Chief Financial & Operations Officer Date: June 13, 2024

View Full Filing

View this 8-K filing on SEC EDGAR