Amended Current Report Filing (8-k/a)
March 29 2021 - 4:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 12, 2021
BUTTERFLY NETWORK, INC.
(Exact name of registrant
as specified in its charter)
Delaware
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001-39292
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84-4618156
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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530 Old Whitfield Street
Guilford, Connecticut
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06437
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (203) 689-5650
Longview Acquisition
Corp.
(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
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A common stock, par value $0.0001 per share
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BFLY
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The New York Stock Exchange
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Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per
share
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BFLY WS
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The New York Stock Exchange
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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. ¨
EXPLANATORY NOTE
This Amendment No. 2 to Butterfly Network, Inc.’s
(the “Company”) Current Report on Form 8-K (the “Form 8-K”) originally filed by the Company on February 16,
2021, as amended by Amendment No. 1 to the Form 8-K filed by the Company on February 16, 2021, is being filed solely for
the purpose of amending the historical financial statements provided under Items 9.01(a) and 9.01(b) in the Form 8-K to
include the audited consolidated financial statements of BFLY Operations, Inc. (formerly Butterfly Network, Inc.) (“Legacy
Butterfly”) as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020 and the
related Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Butterfly for the year ended
December 31, 2020. This Amendment No. 2 does not amend any other item of the Form 8-K or purport to provide an update or
a discussion of any developments at the Company subsequent to the filing date of the Form 8-K.
Capitalized terms used but not defined herein
have the meanings assigned to them in the Form 8-K.
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Item 9.01
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Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired
The audited consolidated financial statements
of Legacy Butterfly as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020 are
filed herewith as Exhibit 99.1.
Also included herewith as Exhibit 99.2 and
incorporated by reference herein is the Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Legacy Butterfly for the year ended December 31, 2020.
(d) Exhibits
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.
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By:
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/s/ Todd M. Fruchterman, M.D., Ph.D.
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Name:
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Todd M. Fruchterman, M.D., Ph.D.
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Title:
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President and Chief Executive Officer
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Date: March 29, 2021
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