As filed with the Securities and Exchange Commission on March 1, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Butterfly Network, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 84-4618156 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
530 Old Whitfield Street
Guilford, Connecticut 06437
(Address, including zip code, of registrant’s principal executive offices)
Amended and Restated 2020 Equity Incentive Plan
(Full Title of the Plan)
Todd M. Fruchterman, M.D., Ph.D.
President and Chief Executive Officer
Butterfly Network, Inc.
530 Old Whitfield Street
Guilford, Connecticut 06437
Telephone: (203) 689-5650
(Name, address, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | ¨ | ||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ | ||
Emerging growth company | ¨ |
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This registration statement registers an aggregate of 7,921,599 additional shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of Butterfly Network, Inc. (the “Registrant”) reserved under the Butterfly Network, Inc. Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”), representing an increase of 7,921,599 shares reserved under the 2020 Plan effective January 1, 2022 by operation of the 2020 Plan’s “evergreen” provision. This registration statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (File No. 333-256044) relating to an employee benefit plan is effective. The information contained in the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on May 12, 2021 (File No. 333-256044) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
+ Denotes management contract or compensatory plan or arrangement.
3
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Guilford, State of Connecticut, on March 1, 2022.
BUTTERFLY NETWORK, INC. | ||
By: | /s/ Todd M. Fruchterman, M.D., Ph.D. | |
Todd M. Fruchterman, M.D., Ph.D. | ||
President and Chief Executive Officer |
Each person whose signature appears below constitutes and appoints each of Todd M. Fruchterman, M.D., Ph.D. and Mary Miller, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ Todd M. Fruchterman, M.D. | President, Chief Executive Officer and Director (Principal Executive Officer) | March 1, 2022 | ||
Todd M. Fruchterman, M.D. | ||||
/s/ Stephanie Fielding | Chief Financial Officer (Principal Financial and Accounting Officer) | March 1, 2022 | ||
Stephanie Fielding | ||||
/s/ Jonathan M. Rothberg, Ph.D. | Chairman | March 1, 2022 | ||
Jonathan M. Rothberg, Ph.D. | ||||
/s/ Dawn Carfora | Director | March 1, 2022 | ||
Dawn Carfora | ||||
/s/ Elazer Edelman, M.D., Ph.D. | Director | March 1, 2022 | ||
Elazer Edelman, M.D., Ph.D. | ||||
/s/ John Hammergren | Director | March 1, 2022 | ||
John Hammergren | ||||
/s/ Gianluca Pettiti | Director | March 1, 2022 | ||
Gianluca Pettiti | ||||
/s/ S. Louise Phanstiel | Director | March 1, 2022 | ||
S. Louise Phanstiel | ||||
/s/ Larry Robbins | Director | March 1, 2022 | ||
Larry Robbins | ||||
/s/ Erica Schwartz, M.D., J.D., M.P.H. | Director | March 1, 2022 | ||
Erica Schwartz, M.D., J.D., M.P.H. |
4