UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 10, 2021
BUTTERFLY NETWORK, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39292 | 84-4618156 |
| (State or other jurisdiction of incorporation) | (Commission File Number) |
(IRS Employer Identification No.) |
|
530 Old Whitfield Street
Guilford, Connecticut |
06437 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (203) 689-5650
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A common stock, par value $0.0001 per share | BFLY | The New York Stock Exchange | ||
| Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | BFLY WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 10, 2021, the Board of Directors (the “Board”) of Butterfly Network, Inc. (the “Company”) appointed Elazer Edelman, M.D., Ph.D., to the Board, effective as of the same date. The Board also appointed Dr. Edelman to serve on the Nominating and Corporate Governance Committee of the Board. Dr. Edelman will serve for a term to continue until the Company’s next annual meeting of stockholders. In connection with Dr. Edelman’s election to the Board, the Board also approved an increase in the size of the Board from seven members to eight members, pursuant to Article II, Section 2 of the Company’s Amended and Restated Bylaws and Article VIII, Section B of the Company’s Amended and Restated Certificate of Incorporation.
Dr. Edelman, age 64, has served as the Edward J. Poitras Professor in Medical Engineering and Science at the Massachusetts Institute of Technology which he joined in 1993, Professor of Medicine at Harvard Medical School which he joined in 1989, and Senior Attending Physician in the coronary care unit at the Brigham and Women's Hospital in Boston which he has been associated since 1984. He and his laboratory have pioneered basic findings in vascular biology and the development and assessment of biotechnology. Dr. Edelman has directed the Massachusetts Institute of Technology’s Institute for Medical Engineering and Science and Clinical Research Center as well as the Harvard-MIT Biomedical Engineering Center, all dedicated to applying the rigors of the physical sciences to elucidate fundamental biologic processes and mechanisms of disease. He is the founder and has served on the board of director of Autus Valve Technologies, Inc. since 2019, BioDevek, Inc. since 2015, and PanTher Therapeutics, LLC since 2014. Dr. Edelman completed internal medicine training and clinical fellowship in Cardiovascular Medicine at the Brigham and Women's Hospital and a research fellowship at the Department of Pathology at Harvard Medical School. Dr. Edelman received his M.D. from Harvard Medical School and his Ph.D. in Medical Engineering and Medical Physics, M.S. in Electrical Engineering and Computer Science, and B.S. in Bioelectrical Engineering and Applied Biology from the Massachusetts Institute of Technology. His qualifications to serve on the Board include his medical and biomedical engineering background and his extensive scientific advisory experience and co-founding of a number of technology companies.
The Board has affirmatively determined that Dr. Edelman is an independent director pursuant to the New York Stock Exchange listing standards and those rules and regulations issued pursuant to the Securities Exchange Act of 1934, as amended. There are no arrangements or understandings between Dr. Edelman and any other person pursuant to which Dr. Edelman was appointed as a director. There are no transactions to which the Company is a party and in which Dr. Edelman has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Dr. Edelman has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company.
Dr. Edelman will be entitled to the standard compensation paid by the Company to all of its nonemployee directors under the Company’s Nonemployee Director Compensation Policy (pro-rated as applicable to reflect the actual time Dr. Edelman will serve on the Board for the year), a copy of which is filed as Exhibit 10.19 to the Company’s Current Report on Form 8-K, filed by the Company on February 16, 2021.
Dr. Edelman will also enter into an indemnification agreement in the form the Company has entered into with its other nonemployee directors, which form is filed as Exhibit 10.18 to the Company’s Current Report on Form 8-K, filed by the Company on February 16, 2021 and is incorporated herein by reference.
A copy of the press release announcing Dr. Edelman’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit
No. |
Description | |
| 99.1 | Press Release dated March 11, 2021 |
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/ Todd M. Fruchterman, M.D., Ph.D. | |
| Name: | Todd M. Fruchterman, M.D., Ph.D. | |
| Title: | President and Chief Executive Officer | |
Date: March 11, 2021
Exhibit 99.1
Butterfly Network, Inc. Further Strengthens Management and Board with Key Additions
Stacey Pugh joins Butterfly as Chief Commercial Officer
Dr. Elazer Edelman joins Butterfly’s Board of Directors
GUILFORD, Conn. and NEW YORK, New York, March 11, 2021
Butterfly Network, Inc. (NYSE: BFLY) (“Butterfly”), an innovative digital health company driving universal access to superior medical imaging, today announced the appointment of Stacey Pugh as Chief Commercial Officer, effective March 15th. In this newly created executive position, Ms. Pugh will oversee the development and implementation of Butterfly’s commercial strategy to ensure optimal value capture for Butterfly’s unique imaging technology and clinical solutions.
“Stacey is a highly accomplished commercial leader with a track record of introducing novel technologies into the market on a global scale, as well as a trained critical care and trauma nurse with a passion for patient care. She is uniquely positioned to leverage her extensive business and medical experience as Butterfly drives commercial growth and makes ultrasound more accessible and deployable across a variety of care settings,” said Dr. Todd Fruchterman, President and Chief Executive Officer of Butterfly. “I am excited for Stacey to join the team as we progress towards fulfilling our mission to deliver innovative ultrasound technology that is easy to use, integrates into clinical decision-making workflows, and ultimately lowers the cost of care.”
Ms. Pugh brings to Butterfly her extensive leadership experience in developing and commercializing medical technologies and building world-class teams. She has held leadership positions across sales, marketing, medical affairs, and business development during her 18 plus year career at medical device manufacturers Medtronic, Covidien and Kinetic Concepts. Ms. Pugh joins Butterfly from Medtronic where she served as SVP and President of Medtronic’s Neurovascular business area. In this role, she oversaw global development through commercialization and was responsible for P&L management and revenue growth. Prior to this, she spent nearly eight years in a variety of clinical development roles at Kinetic Concepts, and the early years of her career in critical care, trauma nursing and nursing education.
“I am excited to partner with Todd and the team at Butterfly to drive market penetration of this breakthrough technology across clinical applications, care settings and geographies,” said Stacey Pugh. “Butterfly has the potential to improve the health of millions of patients while empowering nurses, doctors and other medical professionals to more quickly, confidently, and conveniently diagnose and monitor health and drive wellness.”
In addition, Butterfly’s Board of Directors has expanded to eight directors through the appointment of Elazer Edelman, M.D., Ph.D., as Butterfly continues to deepen the medical, engineering and operational experience of its Board. Dr. Edelman, who heads the Edelman lab, the Harvard – MIT Biomedical Engineering Center and is a practicing physician, will further strengthen the Board’s perspective in the areas of technology development, clinical applications and strategy.
“Elazer has dedicated his career to using innovative technology to drive improved health and clinical outcomes,” said Dr. Jonathan Rothberg, Chairman of Butterfly. “His addition furthers my vision of combining the brightest talent with Butterfly’s revolutionary Ultrasound-on-Chip™ technology, enhanced through software and AI, to democratize medical imaging and drive accessible, affordable global health.”
Dr. Edelman brings to the Butterfly Board of Directors almost three decades of medical and biomedical engineering experience and has co-founded a number of technology companies. He is the Edward J. Poitras Professor in Medical Engineering and Science at the Massachusetts Institute of Technology (MIT) and Professor of Medicine at Harvard Medical School, serving as well as a practicing physician in the cardiac intensive care unit at Brigham and Women’s Hospital in Boston. Dr. Edelman and his laboratory have pioneered basic findings in vascular biology and the development and assessment of biotechnology. He directs MIT’s Institute for Medical Engineering and Science and Clinical Research Center. Dr. Edelman is the founder and member of the board of directors of Autus Valve Technologies, Inc., BioDevek, Inc., and PanTher Therapeutics, LLC.
“I have followed the adoption of Butterfly’s technologies around the world and am eager to partner with the Company to continue its mission to revolutionize patient care,” said Dr. Edelman. “This is a truly unique opportunity to have a meaningful impact in democratizing medical imaging.”
At this exciting time in the company’s journey, Butterfly welcomes Ms. Pugh and Dr. Edelman to the passionate team behind its mission, vision and technology.
About Butterfly Network, Inc.
Founded by Dr. Jonathan Rothberg in 2011 and recently listed on the NYSE through a merger with Longview Acquisition Corp, Butterfly created the world's first handheld, single probe whole-body ultrasound system, Butterfly iQ. Butterfly's mission is to enable universal access to superior medical imaging, making high-quality ultrasound affordable, easy-to-use, globally accessible, and intelligently connected, including for the 4.7 billion people around the world lacking access to ultrasound. Through its proprietary Ultrasound-on-Chip™ technology, Butterfly is paving the way for earlier detection and remote management of health conditions around the world. The Butterfly iQ can be purchased online today by healthcare practitioners in the United States, Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, New Zealand, Norway, Poland, Portugal, Spain, Sweden, Switzerland, and the United Kingdom.
Media Contact:
Media@butterflynetinc.com