United States securities and exchange commission logo
December 5, 2022
Todd Fruchterman
Chief Executive Officer
Butterfly Network, Inc.
1600 District Avenue
Burlington, Massachusetts 01803
Re: Butterfly Network,
Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed February 28,
2022
File No. 001-39292
Dear Todd Fruchterman :
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures, page 73
1. We reference
adjustments in multiple periods to arrive at non-GAAP financial measures
characterized as
non-recurring, such as the warranty liability, loss on purchase
commitments, and
inventory write-downs. We also note your disclosure on page F-
36 that "the Company
enters into inventory purchase commitments with third-party
manufacturers in the
ordinary course of business... Please revise your disclosures in
future filings to only
characterize those adjustments as non-recurring that are not in the
ordinary course or
business or have not occurred in multiple periods and/or are not
reasonably likely to
recur within two years. Refer to the guidance in Item 10(e)(1)(ii)(b)
of Regulation S-K and
Question 100.01 of the Compliance and Disclosure Interpretations
on Non-GAAP Financial
Measures.
Todd Fruchterman
Butterfly Network, Inc.
December 5, 2022
Page 2
Research and Development, page 78
2. We note your research and development expenses consisted of several
type of expenses.
In future filings, please revise to provide more detail for your
research and development
expenses, including but not limited to the nature or type of these
expenses.
Financial Statements, page F-1
3. We see from page 17 that you have entered into an Exclusive Agreement
with the Board
of Trustees of the Leland Stanford Junior University to license
certain technology under
which you are required to pay Stanford low single-digit royalties on
all net sales of
products that use the licensed technology and annual license
maintenance fees, and the
agreement outlines certain milestones to be met in connection with the
development and
sales of these products. Please tell us the significance of this
agreement, including
the fees and royalties that were paid in fiscal 2020 and 2021 under
this agreement, any
milestones that have been met and any that are expected to be met. If
material, revise
future filings to disclose the significant terms in a footnote to your
financial statements.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Christie Wong at (202) 551-3684 or Julie Sherman,
Senior Accountant,
at (202) 551-3640 with any questions.
Sincerely,
FirstName LastNameTodd Fruchterman
Division of
Corporation Finance
Comapany NameButterfly Network, Inc.
Office of
Industrial Applications and
December 5, 2022 Page 2 Services
FirstName LastName