Butterfly Network, Inc. — Regulatory Filings 2025

Oct 31, 2025

S-8 1 bfly-20251031xs8.htm S-8 Document created using Wdesk Copyright 2025 Workiva Document

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 2025

REGISTRATION NO. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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Butterfly Network, Inc. (Exact name of registrant as specified in its charter)

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Delaware (State or other jurisdiction of incorporation or organization)	84-4618156 (I.R.S. Employer Identification No.)
1600 District Avenue, Burlington, MA (Address of Principal Executive Offices)	01803 (Zip Code)

Amended and Restated 2020 Equity Incentive Plan

2024 Employee Stock Purchase Plan

(Full title of the plan)

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Joseph M. DeVivo

Chief Executive Officer

Butterfly Network, Inc.

1600 District Avenue

Burlington, MA 01803 (Name and address of agent for service)

(781) 557-4800 (Telephone number, including area code, of agent for service)

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Copy to:

Stacie S. Aarestad Ryan M. Rourke Reed

Foley Hoag LLP

155 Seaport Boulevard Boston, Massachusetts 02110-2600 (617) 832-1000

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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	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	o

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

Butterfly Network, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register (i) 8,575,266 additional shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of the Registrant reserved under the Butterfly Network, Inc. Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”), representing an increase of shares reserved under the 2020 Plan effective January 1, 2025 by operation of the 2020 Plan’s “evergreen” provision and (ii) 2,076,487 additional shares of Class A Common Stock reserved under the Butterfly Network, Inc. 2024 Employee Stock Purchase Plan (the “2024 ESPP”), representing an increase of shares reserved under the 2024 ESPP effective January 1, 2025 by operation of the 2024 ESPP’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 statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2021, March 1, 2022 and June 14, 2024 (SEC File No. 333-256044, SEC File No. 333-263151 and SEC File No. 333-280218), respectively, is hereby incorporated by reference pursuant to General Instruction E of Form S-8.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number	Description	Filed Herewith	Filing Date	SEC File/Reg. Number
4.1	Third Amended and Restated Certificate of Incorporation of Butterfly Network, Inc.	Form 8-K (Exhibit 3.1)	6/13/2024	001-39292
4.2	Amended and Restated Bylaws of Butterfly Network, Inc.	Form 8-K (Exhibit 3.2)	2/16/2021	001-39292
4.3	Specimen Class A Common Stock Certificate.	Form 8-K (Exhibit 4.1)	2/16/2021	001-39292
4.4	Warrant Agreement, dated as of May 20, 2020, by and between Butterfly Network, Inc. (formerly Longview Acquisition Corp.) and Continental Stock Transfer & Trust Company.	Form 8-K (Exhibit 4.1)	5/27/2020	001-39292
5.1	Opinion of Foley Hoag LLP.	X
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm of Butterfly Network, Inc.	X
23.2	Consent of Foley Hoag LLP (included in Exhibit 5.1).	X
24.1	Power of Attorney (included on the signature page hereof).	X
99.1+	Butterfly Network, Inc. Amended and Restated 2020 Equity Incentive Plan.	Form 10-K (Exhibit 10.19.1)	3/29/2021	001-39292
99.2+	Butterfly Network, Inc. 2024 Employee Stock Purchase Plan	Form 10-Q (Exhibit 10.1)	8/1/2024	001-39292
107	Filing Fee Table	X

• Indicates management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Burlington, Commonwealth of Massachusetts, on October 31, 2025.

BUTTERFLY NETWORK, INC.

By: /s/ Joseph DeVivo

Joseph DeVivo Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Butterfly Network, Inc., hereby severally constitute and appoint each of Joseph DeVivo and Megan Carlson, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including any post-effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Joseph DeVivo Joseph DeVivo	President, Chief Executive Officer, and Chairman of the Board (Principal Executive Officer)	October 31, 2025
/s/ Megan Carlson Megan Carlson	Interim Chief Financial Officer (Principal Financial and Accounting Officer)	October 31, 2025
/s/ Dawn Carfora Dawn Carfora	Director	October 31, 2025
/s/ Elazer Edelman, M.D., Ph.D. Elazer Edelman, M.D., Ph.D.	Director	October 31, 2025
/s/ S. Louise Phanstiel S. Louise Phanstiel /s/ Larry Robbins Larry Robbins	Director Director	October 31, 2025 October 31, 2025
/s/ Jonathan M. Rothberg, Ph.D. Jonathan M. Rothberg, Ph.D.	Director	October 31, 2025
/s/ Erica Schwartz, M.D., J.D., M.P.H Erica Schwartz, M.D., J.D., M.P.H.	Director	October 31, 2025