Butterfly Network, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — stered Class A common stock, par value $0.0001 per share BFLY The New York Stock Excha
• $11.50 — mon stock, each at an exercise price of $11.50 per share BFLY WS The New York Stock Ex
• $15 million — Company a one-time non-recurring fee of $15 million and a $10 million annual license fee, p
• $10 million — non-recurring fee of $15 million and a $10 million annual license fee, payable quarterly d
• $9 million — l make (i) additional payments of up to $9 million upon the achievement of specified miles

Filing Documents

• bfly-20251117.htm (8-K) — 27KB
• 0001804176-25-000015.txt ( ) — 177KB
• bfly-20251117.xsd (EX-101.SCH) — 2KB
• bfly-20251117_def.xml (EX-101.DEF) — 15KB
• bfly-20251117_lab.xml (EX-101.LAB) — 26KB
• bfly-20251117_pre.xml (EX-101.PRE) — 16KB
• bfly-20251117_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 17, 2025 , Butterfly Network, Inc. (the "Company"), through its wholly owned subsidiary BFLY Operations, Inc., entered into a Co-Development and Licensing Agreement (the "Agreement") with Midjourney, Inc. ("Midjourney") relating to the Company's semiconductor-based ultrasound technology. Pursuant to the Agreement, the Company has granted Midjourney an exclusive, non-transferable license, within a specified field of use, to access and use certain of the Company's ultrasound-on-chip technology, software, and backend technology, subject to the Agreement. Under the terms of the Agreement, Midjourney will pay the Company a one-time non-recurring fee of $15 million and a $10 million annual license fee, payable quarterly during the term of the Agreement. The Agreement also contemplates that Midjourney will make (i) additional payments of up to $9 million upon the achievement of specified milestones, (ii) certain revenue sharing payments in connection with Midjourney's commercialization of hardware products incorporating Company chips, and (iii) payments in connection with any purchases of chips from the Company. The Agreement has a five-year term, subject to earlier termination for certain breaches and insolvency events. The Agreement also includes customary confidentiality, intellectual property ownership and license-back provisions and provides Midjourney an option to upgrade its license in certain circumstances. The foregoing description of the terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 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/ Joseph M. DeVivo Name: Joseph M. DeVivo Title: Chief Executive Officer, President, and Chairman of the Board Date: November 18, 2025

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View this 8-K filing on SEC EDGAR