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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):
January 29, 2025
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.) |
1600 District Avenue
Burlington, MA |
01803 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (781) 557-4800
Not applicable
(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 ¨
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 2.02 Results of Operations and Financial
Condition.
On January 29, 2025, in connection with the
commencement of the offering discussed below in Item 8.01, Butterfly Network, Inc. (the “Company”) announced that it expects
to report cash, cash equivalents, and restricted cash of approximately $92.8 million at December 31, 2024.
The Company has not yet completed its fiscal
year-end financial close process for the quarter ended December 31, 2024. This estimate of the Company’s cash and cash equivalents
at December 31, 2024 is preliminary, based on currently available information, has not been audited and is subject to change upon completion
of the Company’s financial statement closing procedures. Additional information and disclosure would be required for a more complete
understanding of the Company’s financial position and results of operations as of December 31, 2024. The preliminary financial data
included in this release has been prepared by, and is the responsibility of, the Company’s management. Deloitte & Touche LLP
has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data. Accordingly,
Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto. The information presented herein
should not be considered a substitute for the financial information the Company will file with the U.S. Securities and Exchange Commission
in its annual report on Form 10-K for the fiscal year ended December 31, 2024.
Item 8.01 Other Events.
On January 29, 2025, the Company issued a
press release announcing, subject to market and other customary conditions, the commencement of an underwritten public offering of Class
A common stock. A copy of the press release is filed herewith as Exhibit 99.1. A copy of an amendment to the Company’s lease for
its executive offices in Burlington, Massachusetts is also filed herewith as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
(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.
|
BUTTERFLY NETWORK, INC. |
Date: January 29, 2025 |
|
|
|
|
|
|
By: |
/s/ Heather C. Getz, CPA |
|
Name: |
Heather C. Getz, CPA |
|
Title: |
Executive Vice President and Chief Financial & Operations Officer |
Exhibit 99.1
Butterfly Network Announces Proposed Public
Offering of Common Stock
1/29/2025
BURLINGTON, Mass. & NEW YORK--(BUSINESS WIRE) – Butterfly
Network, Inc. (NYSE: BFLY) (“Butterfly” or the “Company”), a digital health company transforming care with
portable, semiconductor-based ultrasound technology and intuitive software, today announced it has commenced an underwritten public offering
of Class A common stock (“Common Stock”). Butterfly also intends to grant the underwriters a 30-day option to purchase
up to an additional 15% of the shares of Common Stock sold in the public offering. All of the shares of Common Stock are being offered
by Butterfly.
Butterfly intends to use the net proceeds from this offering to fund
the development and commercialization of new and existing products and services, as well as for general corporate purposes.
TD Cowen, William Blair and Lake Street Capital Markets are the
bookrunners for the proposed offering. The proposed offering is subject to market and other conditions, and there can be no
assurance as to whether or when the proposed offering may be completed or as to the actual size or terms of the proposed
offering.
The proposed offering is being made pursuant to a shelf registration
statement on Form S-3, including a base prospectus, that was filed with the Securities and Exchange Commission (the SEC) on August 8,
2023 and became effective on August 22, 2023. A preliminary prospectus supplement and accompanying prospectus relating to the proposed
offering will be filed with the SEC and will be available for free on the SEC’s website located at http://www.sec.gov. Copies of
the preliminary prospectus supplement and the accompanying prospectus relating to the proposed offering may be obtained, when available
from: TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, New York 10017, or by telephone at (855) 495-9846 or email at TD.ECM_Prospectus@tdsecurities.com;
from William Blair & Company, L.L.C., The William Blair Building, 150 North Riverside Plaza, Chicago, Illinois 60606, or
by telephone at (800) 621-0687 or email at prospectus@williamblair.com; or from Lake Street Capital Markets, LLC, 920 Second Avenue South,
Suite 700, Minneapolis, Minnesota 55402, or by telephone at (612) 326-1305 or email at prospectus@lakestreetcm.com.
Before investing in the offering, interested parties should read the
preliminary prospectus supplement and related prospectus for this offering, including the documents incorporated by reference therein,
that Butterfly has filed with the SEC. The final terms of the offering will be disclosed in a final prospectus supplement to be filed
with the SEC.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Butterfly Network
Butterfly Network, Inc. (NYSE: BFLY) is a healthcare company driving a digital revolution in medical imaging with its proprietary Ultrasound-on-Chip™
semiconductor technology and ultrasound software solutions. In 2018, Butterfly launched the world’s first handheld, single-probe,
whole-body ultrasound system, Butterfly iQ. The iQ+ followed in 2020, and the iQ3 in 2024, each with improved processing power and performance
by leveraging Moore’s Law. The iQ3 earned Best Medical Technology at the 2024 Prix Galien USA Awards, a prestigious honor and one
of the highest accolades in healthcare. Butterfly’s innovations have also been recognized by Fierce 50, TIME’s Best Inventions
and Fast Company’s World Changing Ideas, among other achievements.
Butterfly combines advanced hardware, intelligent software, AI,
services, and education to drive adoption of affordable, accessible imaging. Clinical publications demonstrate that its handheld ultrasound
probes paired with Compass™ enterprise workflow software, can help hospital systems improve care workflows, reduce costs, and enhance
provider economics. With a cloud-based solution that enables care anywhere through next-generation mobility, Butterfly aims to democratize
healthcare by addressing critical global healthcare challenges. Butterfly devices are available to trained healthcare practitioners across
Africa, Asia, Australia, Europe, the Middle East, North America, and South America.
Forward Looking Statements
Statements contained in this press release regarding Butterfly’s
expectations regarding the offering are “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, including, but not limited to, statements regarding Butterfly’s intention to conduct an offering and sale of
securities, the size of the proposed offering and the completion of the proposed offering and the anticipated use of proceeds from the
proposed offering. These forward-looking statements are based upon Butterfly’s current expectations and involve assumptions that
may never materialize or may prove to be incorrect. Actual results could differ materially from those anticipated in such forward-looking
statements as a result of various risks and uncertainties, which include, without limitation, market conditions, including stock price
volatility and uncertainties relating to the financial markets, satisfaction of customary closing conditions related to the proposed public
offering, as well as those risks more fully discussed in the section entitled “Risk Factors” in Butterfly’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2023 and in Butterfly’s subsequent filings with the SEC. All forward-looking
statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions
and estimates as of such date. Butterfly undertakes no obligation to update such statements to reflect events that occur or circumstances
that exist after the date on which they were made, except as required by law.
Media and Investors Contact:
Heather Getz
Chief Financial and Operations Officer, Butterfly
investors@butterflynetwork.com
Exhibit 99.2
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO
LEASE (this “Amendment”) is made and entered into as of June 21, 2022 (the “Effective Date”),
by and between NEEP INVESTORS HOLDINGS LLC, a Delaware limited liability company (“Landlord”), and BUTTERFLY
NETWORK, INC., a Delaware corporation (“Tenant”).
RECITALS
| A. | Landlord and Tenant are parties to that certain Office Lease Agreement dated as of May 27, 2021 (the “Existing
Lease”). Pursuant to the Existing Lease, Landlord has leased to Tenant space containing 61,138 rentable square feet (the
“Premises”) consisting of the entire building commonly known as and numbered 1600 District Avenue, Burlington, Massachusetts
01803 (the “Building”), as more particularly described in the Existing Lease. |
| B. | The parties desire to amend the Existing Lease on the terms and conditions set forth in this Amendment.
The Existing Lease, as amended by this Amendment, is herein referred to as the “Lease”. |
NOW, THEREFORE, in
consideration of the above recitals which by this reference are incorporated herein, the mutual covenants and conditions contained herein
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby amend
the Existing Lease and agree and represent as follows:
| 1. | Premises. Effective as of the Effective Date, Section 1.03 of the Existing Lease is hereby
amended to read in its entirety as follows: |
| “1.03 | “Premises” shall mean the area shown on Exhibit A-1
to this Lease. The Premises consists of the entire Building consisting of three (3) full floors. The “Rentable Square Footage
of the Premises” is deemed to be 61,138 rentable square feet in the aggregate, with (a) 53,838 rentable square feet of the Premises
(the “Rentable Square Footage of the Office Space”) consisting of office space (the “Office Space”),
and (b) 7,300 rentable square feet of the Premises (the “Rentable Square Footage of the Lab Space”) consisting of lab
space (the “Lab Space”). Landlord and Tenant stipulate and agree that the Rentable Square Footage of the Premises,
the Rentable Square Footage of the Office Space and the Rentable Square Footage of the Lab Space are correct. The Premises exclude the
Common Areas (as defined below) except as otherwise expressly set forth in Section 2 below. If at any time the Premises include less than
the entire rentable area of any floor, then the Premises also exclude the common corridors, elevator lobby and toilets located on such
floor. If at any time the Premises include one or more floors in their entirety, then all corridors and restroom facilities located on
such full floor(s) shall be considered part of the Premises.” |
| 2. | Base Rent. Effective as of the Effective Date, Section 1.04 of the Existing Lease is hereby
amended to read in its entirety as follows: |
“1.04 “Base Rent”:
Months of Term |
|
Annual Rate
Per Square
Foot |
|
|
Annual
Base Rent |
|
|
Monthly
Base Rent |
|
May 2, 2022 through January 31, 2023 (the
“Free Base Rent Period”) | |
$ | 0.00 | * | |
$ | 0.00 | * | |
$ | 0.00 | * |
| |
| | | |
| | | |
| | |
February 1, 2023 through May 31, 2023 | |
$ | 41.00 | | |
$ | 2,506.658.00 | | |
$ | 208,888.17 | |
| |
| | | |
| | | |
| | |
June 1, 2023 through May 31, 2024 | |
$ | 42.00 | | |
$ | 2,567,796.00 | | |
$ | 213,983.00 | |
| |
| | | |
| | | |
| | |
June 1, 2024 through May 31, 2025 | |
$ | 43.00 | | |
$ | 2,628,934.00 | | |
$ | 219,077.83 | |
| |
| | | |
| | | |
| | |
June 1, 2025 through May 31, 2026 | |
$ | 44.00 | | |
$ | 2,690,072.00 | | |
$ | 224,172.67 | |
| |
| | | |
| | | |
| | |
June 1, 2026 through May 31, 2027 | |
$ | 45.00 | | |
$ | 2,751,210.00 | | |
$ | 229,267.50 | |
| |
| | | |
| | | |
| | |
June 1, 2027 through May 31, 2028 | |
$ | 46.00 | | |
$ | 2,812,348.00 | | |
$ | 234,362.33 | |
| |
| | | |
| | | |
| | |
June 1, 2028 through May 31, 2029 | |
$ | 47.00 | | |
$ | 2,873,486.00 | | |
$ | 239,457.17 | |
| |
| | | |
| | | |
| | |
June 1, 2029 through May 31, 2030 | |
$ | 48.00 | | |
$ | 2,934,624.00 | | |
$ | 244,552.00 | |
| |
| | | |
| | | |
| | |
June 1, 2030 through May 31, 2031 | |
$ | 49.00 | | |
$ | 2,995,762.00 | | |
$ | 249,646.83 | |
| |
| | | |
| | | |
| | |
June 1, 2031 through May 31, 2032 | |
$ | 50.00 | | |
$ | 3,056,900.00 | | |
$ | 254,741.67 | |
| |
| | | |
| | | |
| | |
June 1, 2032 through January 31, 2033 | |
$ | 51.00 | | |
$ | 3,118,038.00 | | |
$ | 259,836.50 | |
*Notwithstanding anything to the contrary
set forth above, Tenant shall (a) only be entitled to the Free Base Rent Period so long as no monetary default of Tenant exists hereunder
beyond the expiration of applicable notice and cure periods, and (b) pay for its electricity and utilities
for the Premises during the Free Base Rent Period in accordance with the terms and provisions of this Lease.
Further notwithstanding anything to the
contrary set forth above: (x) the Annual Rate Per Square Foot during the period commencing on May 2, 2022 through January 1, 2024
(the “Reduced Base Rent Period”) shall be based on a hypothetical Rentable Square Footage of the Premises of
40,000 rentable square feet for the sole purpose of setting forth such Annual Rate Per Square Foot during such Reduced Base Rent
Period only, and not for any other purposes of this Lease, including, without limitation, the actual Rentable Square Footage of the
Premises and Tenant’s Pro Rata Share, all of which shall be based on 61,138 rentable square feet; and (y) Tenant shall (A)
only be entitled to the Reduced Base Rent Period so long as no monetary default of Tenant exists hereunder beyond the expiration of
applicable notice and cure periods, and (B) pay for its electricity and utilities for the Premises during the Reduced Base Rent
Period in accordance with the terms and provisions of this Lease.”
| 3. | Term. Effective as of the Effective Date, Section 1.06 of the Existing Lease is hereby amended
to read in its entirety as follows: |
| “1.06 | “Term”: The period commencing on the Commencement Date
and, unless terminated earlier in accordance with this Lease, ending on January 31, 2033 (the “Termination Date”).” |
| 4. | Commencement Date. Effective as of the Effective Date, Section 1.07 of the Existing Lease
is hereby amended to read in its entirety as follows: |
| “1.07 | “Commencement Date”: May 2, 2022, notwithstanding that
Landlord has not achieved Substantial Completion of the Landlord Lab Space Work (as defined in Exhibit C attached hereto) as of
such date.” |
| 5. | Target Commencement Date. Effective as of the Effective Date, Section 1.08 of the Existing
Lease is hereby amended to read in its entirety as follows: |
| “1.08 | “Lab Space Target Commencement Date”: Means, with respect to the Landlord Lab Space
Work only, September 30, 2022.” |
| 6. | Rent Commencement Date. Effective as of the Effective Date, Section 1.09 of the Existing
Lease is hereby amended to read in its entirety as follows: |
| “1.09 | “Rent Commencement Date”: February 1, 2023; provided,
that, if Tenant shall be in monetary default under this Lease beyond the expiration of applicable notice and cure periods prior to the
Rent Commencement Date, then the Rent Commencement Date shall be deemed to be the Commencement Date.” |
| 7. | Permitted Use. Effective as of the Effective Date, Section 1.12 of the Existing Lease is
hereby amended to read in its entirety as follows: |
| “1.12 | “Permitted Use”: Means (a) general office use with respect
to the Office Space and for no other purpose (the “Office Space Permitted Use”), and (b) research and development with
respect to the Lab Space and for no other purpose (the “Lab Space Permitted Use”).” |
| 8. | Landlord Work. Effective as of the Effective Date, Section 1.15 of the Existing Lease is
hereby amended to read in its entirety as follows: |
| “1.15 | “Landlord Work” means, collectively, the Landlord Office Space Work (as defined in
Exhibit C attached hereto) and the Landlord Lab Space Work.” |
| 9. | Condition
of Premises. Effective as of the Effective Date, the first (1st) full
grammatical paragraph in Section 3.02 of the Existing Lease and Sections 3.03, 3.04 and 3.05
of the Existing Lease are all hereby respectively amended to read in their respective entirety
as follows: |
“3.02 Tenant
has inspected the Premises and except as expressly set forth in this Lease, agrees to accept the same in their “As Is,” “Where
Is” condition and configuration without any representations or warranties by Landlord and with no obligation on the part of Landlord
to perform any alterations, improvements or additions in, or to, the Premises, other than the Landlord Work. Notwithstanding the foregoing
or anything to the contrary contained in this Lease, Landlord represents and warrants that, to the best of Landlord’s knowledge,
the Office Space and the Lab Space shall be delivered to Tenant on or about the Substantial Completion Date (as defined below) with respect
thereto in compliance with all applicable Laws (including, without limitation, the ADA Requirements (as defined below)) with all Building
systems in good working order, condition and repair, and with the Landlord Office Space Work with respect to the Office Space and with
the Landlord Lab Space Work with respect to the Lab Space having each respectively achieved Substantial Completion (as defined below).
By taking possession of the Office Space and the Lab Space, respectively, Tenant agrees that such Office Space and Lab Space are in good
order and satisfactory condition, subject only to the completion, if applicable, of applicable punch list items relating thereto as set
forth below and Landlord’s express representations set forth herein. Subject to the terms of Section 3.03 below, Tenant shall not
be permitted to take possession of or enter the Premises prior to the Commencement Date without Landlord’s permission. Except as
expressly set forth in this Section, Landlord shall not be liable for any delay or failure to deliver possession of the Premises, any
portion thereof or any other space due to the holdover or unlawful possession of such space by another party or other reason; provided,
that, and notwithstanding the foregoing: (a) Landlord shall not be liable to Tenant for failing to deliver the Premises, or any portion
thereof, to Tenant by any particular date (including, without limitation, the Lab Space Target Commencement Date with respect to the Lab
Space); (b) any delay in the delivery of the Premises, or any portion thereof, or in the occurrence of the Commencement Date or the achievement
of Substantial Completion with respect to the Lab Space shall not give rise to any liability or default by Landlord or affect any of the
terms of this Lease or Tenant’s obligation to accept the Office Space and the Lab Space, respectively, when delivered, except as
expressly set forth in this Section, Section 3.03 or Exhibit C; and (c) Tenant shall not have the right to terminate this Lease
for Landlord’s failure to timely deliver the Premises, or any portion thereof, to Tenant by any particular date (including, without
limitation, the Lab Space Target Commencement Date with respect to the Lab Space), but shall accept delivery of the (i) Office Space when
delivered by Landlord with the Landlord Office Space Work Substantially Completed (as defined below), and (ii) Lab Space when delivered
by Landlord with the Landlord Lab Space Work Substantially Completed.
3.03 Landlord
shall perform the Landlord Work pursuant to the Work Letter attached hereto as Exhibit C. Landlord: (a) has achieved
Substantial Completion of the Landlord Office Space Work as of the Commencement Date other than any details of construction,
mechanical adjustment or any other matter that is not in conformity with such applicable Landlord Work as required by the terms and
provisions of this Lease, the non-completion of which does not materially interfere with Tenant's use of the Office Space for the
Office Space Permitted Use or the Lab Space for the Lab Space Permitted Use, as applicable (i.e., so-called “punch list”
items which shall be completed within sixty (60) days following Landlord’s and Tenant’s agreement on such applicable
“punch list” pursuant to this Section 3.03 below (as applicable, “Punch List Items”)); and (b) shall
use commercially reasonable efforts, subject to Force Majeure (as defined below) and Tenant Delay, to cause the Lab Space Work to be
Substantially Completed on or about the Lab Space Target Commencement Date, but, in any case, without penalty, cost or liability to
Landlord in connection with any failure to do so except as expressly set forth in this Lease. Landlord and Tenant acknowledge and
agree that Landlord has received from the appropriate Governmental Authorities (as defined below) a temporary or permanent
certificate of occupancy for Tenant’s lawful use and occupancy of the Office Space for the Office Space Permitted Use (the
“Office Space Occupancy Authorization”).
The Landlord Lab Space Work
shall be deemed to be Substantially Completed (and Substantial Completion shall be deemed to have respectively occurred with respect to
the same) on the later to occur of the date that (i) Landlord and Tenant, acting reasonably and in good faith, determine that the Landlord
Lab Space Work in the Lab Space has been performed (or would have been performed absent any Tenant Delay), other than any Punch List Items
relating to the Lab Space (which shall be completed within sixty (60) days following Landlord’s and Tenant’s agreement on
the same pursuant to this Section 3.03 below), and (ii) Landlord receives from the appropriate Governmental Authorities with respect to
the Landlord Lab Space Work performed by Landlord or its contractors in the Lab Space, and delivers to Tenant with respect to the Landlord
Lab Space Work, a temporary or permanent certificate of occupancy, if required by applicable Law, or if not required by applicable Law,
all approvals or other “sign offs” required by applicable Law necessary for Tenant’s lawful use and occupancy of the
Lab Space for the Lab Space Permitted Use (the temporary or permanent certificate of occupancy or such other “sign offs,”
as applicable, described hereinabove, are referred to herein as the “Lab Space Occupancy Authorization,” and together
with the Office Space Occupancy Authorization, the “Occupancy Authorizations”). Tenant hereby acknowledges and agrees
that Tenant, at Tenant’s sole cost and expense, has obtained a special permit and all other applicable permits and approvals required
from the applicable Governmental Authorities (including, without limitation, the Town of Burlington, Massachusetts) to permit Tenant to
use the Lab Space for the Lab Space Permitted Use.
The respective date that
the Landlord Office Space Work has been substantially completed and the Landlord Lab Space Work has been substantially completed
subject to the terms and conditions set forth in this Section 3.03 above, respectively, shall be referred to hereunder as the
“Substantial Completion Date,” and the satisfaction of such respective conditions relating to the Landlord Office
Space Work and the Landlord Lab Space Work, as applicable, shall be referred to hereunder as “Substantial
Completion” and the Landlord Office Space Work or the Landlord Lab Space Work, as applicable, that has achieved
Substantial Completion shall, in each respective case, be deemed to have been “Substantially Completed”. The
Substantial Completion Date with respect to the Office Space shall be the Commencement Date. The date upon which Landlord delivers
possession of the Lab Space to Tenant with the Landlord Lab Space Work having achieved Substantial Completion is referred to
hereunder as the “Lab Space Commencement Date.”
Tenant's acceptance of possession
of the Office Space or the Lab Space, as applicable, shall be subject to Landlord's obligation to complete any applicable Punch List Items
relating to the Landlord Office Space Work (in the case of the Office Space) or the Landlord Lab Space Work (in the case of the Lab Space),
as applicable, as may be set forth on a list of such Punch List Items (in each case, a “Punch List”) prepared by Landlord
and Tenant acting reasonably and in good faith in accordance with the terms and provisions hereof. Landlord and Tenant have agreed to
the Punch List with respect to the Landlord Office Space Work. Within ten (10) days following the Lab Space Commencement Date, Landlord
and Tenant shall together conduct an inspection of the Lab Space and prepare such Punch List for the Landlord Lab Space Work; provided,
that, such Punch List shall be mutually prepared by Landlord and Tenant, acting reasonably and in good faith, prior to the date on which
Tenant first begins to move its furniture, equipment or other personal property into any portion of the Lab Space. Landlord, as part of
the Landlord Office Space Work (in the case of the Office Space) or the Landlord Lab Space Work (in the case of the Lab Space), shall
use diligent and good faith commercially reasonable efforts to complete all such Punch List Items as soon as is reasonably practicable
following the preparation of the applicable Punch List relating thereto, but in no event later than sixty (60) days following the Commencement
Date (in the case of the Landlord Office Space Work) or the Lab Space Commencement Date (in the case of the Landlord Lab Space Work),
in each case to the extent that, based on the nature of such Punch List Items, such Punch List Items can be reasonably completed during
such period(s)) following the preparation of such Punch List relating thereto and Tenant shall provide Landlord with access to the applicable
portion of the Premises for the completion of such work.
3.04 If Tenant is permitted
by Landlord to take possession of the Lab Space before the Lab Space Commencement Date, then such possession shall be subject to the terms
and conditions of this Lease. Notwithstanding the foregoing, provided such access does not materially interfere with the performance of
or otherwise delay the Landlord Lab Space Work (in which case, such interference or delay shall constitute a Tenant Delay), Tenant shall
have access to (on a non-exclusive basis) the Lab Space (a) during the period that is thirty (30) days prior to the Lab Space Commencement
Date for the sole purpose of installing Tenant’s telephone and data cabling, audio/visual equipment, security systems, furniture,
fixtures, equipment or other personal property (collectively, “Tenant’s Tel/Data, Fixtures and Furniture”) in
the Lab Space, and (b) prior to the Lab Space Commencement Date to inspect Landlord’s progress of the Landlord Lab Space Work upon
not less than two (2) Business Days’ prior notice to Landlord, and in any such case, Tenant shall continue to be required to pay
Rent and the cost of any electricity and other building services consumed and/or requested by Tenant during any such period, including
without limitation, heating, ventilation and air conditioning services for the Lab Space, in connection with any such access, which obligation
to pay Rent with respect to the Lab Space shall commence on the Rent Commencement Date.
3.05 Promptly following
the date on which the Commencement Date and the Lab Space Commencement Date have been determined, Landlord and Tenant shall execute and
deliver a commencement letter in substantially the form attached hereto as Exhibit D (the “Commencement Letter”),
which Commencement Letter shall memorialize the Commencement Date, the Lab Space Commencement Date, the Rent Commencement Date and the
Termination Date. Tenant’s failure to execute and return the Commencement Letter to Landlord within thirty (30) days following the
date on which Landlord delivers such Commencement Letter to Tenant (or to provide Landlord with written notice of Tenant’s reasonable
good faith objections thereto and thereafter diligently and in good faith attempt to resolve such objections and execute and return the
Commencement Letter) shall be deemed an approval by Tenant of the statements contained therein.”
| 10. | Temporary
Space. Effective as of the Effective Date, the first (1st) sentence in
the first (1st) full grammatical paragraph in Section 3.06 of the Existing Lease
is hereby amended to read in its entirety as follows: |
“During
the period commencing on the Effective Date and ending on November 1, 2022 (such period being referred to herein as the "Temporary
Space Term"), Landlord shall allow Tenant to use Suite 390 consisting of approximately 12,000 rentable square feet of space
located on the third (3rd) floor of the building known as and numbered 800 District Avenue as shown on Exhibit A-2
of this Lease (the "Temporary Space") for the Office Space Permitted Use.”
| 11. | Rent.
Effective as of the Effective Date, the first (1st) sentence in Section 4.01 of
the Existing Lease is hereby amended to read in its entirety as follows: “From and
after the Rent Commencement Date, Tenant shall and hereby covenants to pay to Landlord, without
any setoff or deduction, unless expressly set forth in this Lease, all Base Rent and Additional
Rent (as defined below) due for the Term (collectively referred to as “Rent”).”
|
| 12. | Permitted
Use. Effective as of the Effective Date, the first (1st) sentence in Section
5 of the Existing Lease is hereby amended to read in its entirety as follows: “The
Office Space shall be used for the Office Space Permitted Use and for no other purpose whatsoever,
and the Lab Space shall be used for the Lab Space Permitted Use and for no other purpose
whatsoever.” |
| 13. | Condition of Premises. Except as otherwise expressly set forth in the Existing Lease and
this Amendment, Tenant hereby accepts the Premises in their “as is” condition, without any agreements, representations, understandings
or obligations on the part of Landlord to perform any alterations, repairs or improvements or provide any tenant improvement allowance
relating thereto. |
| 14.01. | This Amendment sets forth the entire agreement between the parties with respect to the matters set forth
herein. This Amendment shall be binding upon and shall inure to the benefit of Landlord and Tenant and their respective legal representatives,
successors and assigns. There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant
be entitled to any Rent abatement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic
incentives that may have been provided to Tenant in connection
with entering into the Existing Lease, unless specifically set forth in this Amendment. Tenant agrees that neither Tenant nor its agents
or any other parties acting on behalf of Tenant shall disclose any matters set forth in this Amendment or disseminate or distribute any
information concerning the terms, details or conditions hereof to any person, firm or entity without obtaining the express written consent
of Landlord. |
| 14.02. | Except as herein modified or amended, the provisions, conditions and terms of the Existing Lease shall
remain unchanged and in full force and effect. In the case of any inconsistency between the provisions of the Existing Lease and this
Amendment, the provisions of this Amendment shall govern and control. |
| 14.03. | Submission of this Amendment by Landlord is not an offer to enter into this Amendment but rather is a
solicitation for such an offer by Tenant. Landlord shall not be bound by this Amendment until Landlord has executed and delivered the
same to Tenant. Tenant agrees that its execution of this Amendment constitutes a firm offer to enter the same, which may not be withdrawn
for a period of thirty (30) days after
delivery to Landlord (or such other period as may be expressly provided in any other agreement signed by the parties). |
| 14.04. | The capitalized terms used in this Amendment shall have the same definitions as set forth in the Existing
Lease to the extent that such capitalized terms are defined therein and not redefined in this Amendment. |
| 14.05. | Tenant hereby represents to Landlord that Tenant has dealt with no broker, agent or finder in connection
with this Amendment, other than Cushman & Wakefield (the “Broker”), who represented Tenant and Landlord in this
transaction. Tenant agrees to indemnify and hold Landlord, its trustees, members, managers, principals, beneficiaries, partners, officers,
directors, employees, mortgagee(s) and agents, and the respective principals and members of any such parties, harmless from all claims
of any other brokers, agents or finders claiming to have represented Tenant in connection with this Amendment other than the Broker. Landlord
hereby represents to Tenant that Landlord has dealt with no broker, agent or finder in connection with this Amendment other than the Broker.
Landlord agrees to indemnify and hold Tenant, its trustees, members, managers, principals, beneficiaries, partners, officers, directors,
employees and agents, and the respective principals and members of any such parties, harmless from all claims of any brokers, agents or
finders claiming to have represented Landlord in connection with this Amendment other than the Broker. |
| 14.06. | Each signatory of this Amendment represents hereby that he or she has the authority to execute and deliver
the same on behalf of the party hereto for which such signatory is acting. |
| 14.07. | This Amendment may be executed in counterparts and shall constitute an agreement binding on all
parties notwithstanding that all parties are not signatories to the original or the same counterpart provided that all parties are
furnished a copy or copies thereof reflecting the signature of all parties. Transmission by email of a .pdf copy of the signed
counterpart of this Amendment shall be deemed the equivalent of the delivery of the original, and any party so delivering a .pdf
copy of the signed counterpart of this Amendment by email transmission shall
in all events deliver to the other party an original signature promptly upon request. |
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, Landlord
and Tenant have duly executed this Amendment under seal in two or more counterparts as of the day and year first above written.
| LANDLORD: |
| | |
| NEEP INVESTORS HOLDINGS LLC, a Delaware limited liability company |
| | |
| By: | /s/ Stephen A. Kinsella |
| Name: | Stephen A. Kinsella |
| Title: | Authorized Officer |
| | |
| | |
| TENANT: |
| | |
| BUTTERFLY NETWORK, INC., a Delaware corporation |
| | |
| By: | /s/ Heather Getz |
| Name: | Heather Getz |
| Title: | CFO |
EXHIBIT C
WORK LETTER
| 1. | This Work Letter shall set forth the obligations of Landlord and Tenant with respect to the preparation
of the Premises for Tenant’s occupancy. As used herein (a) “Landlord Office Space Work” shall mean the work to
be completed by Landlord, in a good and workmanlike manner, and in accordance with applicable Laws, to prepare the Office Space for Tenant’s
occupancy, and (b) “Landlord Lab Space Work” shall mean the work to be completed by Landlord, in a good and workmanlike
manner, and in accordance with applicable Laws, to prepare the Lab Space for Tenant’s occupancy, in all cases utilizing the methods
and materials more particularly set forth in the Construction Documents (as defined below), as described in the plans and specifications
that have been prepared by Landlord using Landlord’s architect, OTJ Architects (the “Architect”), with respect
to the (i) Landlord
Office Space Work which are noted on Exhibit C-1 attached hereto (collectively, the “Landlord Office Space Work Plans”),
and (ii) Landlord Lab Space Work which are noted on Exhibit C-2 attached hereto (collectively, the “Landlord Lab Space
Work Plans,” and together with the Landlord Office Space Work Plans, collectively, the “Construction Documents”),
all of which are incorporated herein by reference, all at Landlord’s sole cost and expense up to the amount of the Allowance, and
which shall include delivering the Office Space to Tenant on the Substantial Completion Date with respect to the Landlord Office Space
Work and delivering the Lab Space to Tenant on the Substantial Completion Date with respect to the Landlord Lab Space Work, in each case
with all HVAC, mechanical, electrical, lighting, plumbing and life safety systems respectively serving the Office Space and the Lab Space,
respectively, in good working order, condition and repair. Notwithstanding the foregoing, Tenant shall be solely responsible for the cost,
expense and installation of Tenant’s Tel/Data, Fixtures and Furniture, which shall not be part of the Landlord Work nor subject
to reimbursement from the Allowance. Landlord has entered into a direct contract for the Landlord Work with Cranshaw Construction, an
affiliate of Landlord (the “General Contractor”), and shall require that the General Contractor competitively bid each
major trade performing the Landlord Work to at least three (3) subcontractors. |
| 3. | Landlord shall provide Tenant with an allowance for the (a) Landlord Office Space Work Costs (as defined
below) in an amount not to exceed Four Million Five Hundred Seventy-Three Thousand One Hundred Twenty-Two and No/100 Dollars ($4,573,122.00)
(the “Landlord Office Space Work Allowance”), and (b) Landlord Lab Space Work Costs (as defined below) in an amount
not to exceed Six Hundred Twenty-Three Thousand Six Hundred Eight and No/100 Dollars ($623,608.00) (the “Landlord Lab Space Work
Allowance,” and together with the Landlord Office Space Work Allowance, collectively, the “Allowance”). Subject
to the terms and provisions set forth in this Section 3 hereinbelow, to the extent that the Landlord Office Space Work Costs exceed the
Landlord Office Space Work Allowance (such excess being referred to as the “Excess Landlord Office Space Work Costs”),
or the Landlord Lab Space Work Costs exceed the Landlord Lab Space Work Allowance (such excess being referred to as the “Excess
Landlord Lab Space Work Costs”), then, in either such case, Tenant shall pay for the entire amount of the Excess Landlord Office
Space Work Costs and/or Excess Landlord Lab Space Work Costs, as applicable, and Landlord shall not provide any reimbursement therefor.
The “Landlord Office Space Work Costs” shall mean, with respect to the Landlord Office Space Work, and the “Landlord Lab Space
Work Costs” shall mean, with respect to the Landlord Lab Space Work, respectively and as applicable: (i) the total estimated
so-called “hard costs” of the applicable Landlord Work shown on the applicable Construction Documents relating thereto, including
the general contractor’s so-called “general conditions and fees” for such applicable Landlord Work; (ii) architectural,
mechanical, electrical and structural design fees incurred by Landlord for the applicable Landlord Work (including, without limitation,
the cost of the applicable Construction Documents) (the costs and expenses described in this clause (ii), collectively, “Soft
Costs”); (iii) all costs and expenses in obtaining permits and inspections required by Governmental Authorities in connection
with the applicable Landlord Work, together with the costs of insuring the applicable Landlord Work, to the extent not already included
in the hard costs described in clause (i) hereinabove; and (iv) all costs of Building services or facilities (such as electricity, HVAC,
fire alarm plug ins/outs, freight elevator usage, and cleaning, in each case at Building standard rates charged to tenants generally)
required to implement the applicable Landlord Work, all of which applicable Landlord Office Space Work Costs and Landlord Lab Space Work
Costs (collectively, the “Landlord Work Costs”) shall be subject to adjustment for any Change Orders, if any. All Landlord
Office Space Work Costs shall be subject to reimbursement or application by Landlord from the Landlord Office Space Work Allowance and
all Landlord Lab Space Work Costs shall be subject to reimbursement or application by Landlord from the Landlord Lab Space Work Allowance;
provided, however, that: (x) in no event shall more than ten percent (10%) of the (A) Landlord Office Space Work
Allowance be applied to Soft Costs relating to the Landlord Office Space Work, and (B) Landlord Lab Space Work Allowance be applied to
Soft Costs relating to the Landlord Lab Space Work (in each case, as applicable, the “Soft Costs Cap”); and (y) Landlord,
at its sole cost and expense, shall pay for the portion of the applicable Construction Documents related to the lobby design for the Building,
which costs and expenses shall not be paid for out of the Allowance nor constitute Soft Costs hereunder. |
|
|
If the total Landlord Office Space Work Costs
are reasonably estimated to exceed (or actually do exceed) the Landlord Office Space Work Allowance, then Landlord shall make pro-rata
disbursements of the Landlord Office Space Work Allowance for each requisition requested by the General Contractor for the Landlord Office
Space Work Costs in the amount of seventy percent (70%) of such requisition and Tenant shall pay to Landlord, within ten (10) days following
delivery of such requisition to Tenant, an amount equal to thirty percent (30%) of such requisition (each, a “Tenant Office Space
Work Requisition”) as a condition to Landlord making such disbursement of the Landlord Office Space Work Allowance to the General
Contractor and continuing the Landlord Office Space Work. |
|
|
If the total Landlord Lab Space Work Costs are
reasonably estimated to exceed (or actually do exceed) the Landlord Lab Space Work Allowance, then Landlord shall make pro-rata disbursements
of the Landlord Lab Space Work Allowance for each requisition requested by the General Contractor for the Landlord Lab Space Work Costs
in the amount of seventy percent (70%) of such requisition and Tenant shall pay to Landlord, within ten (10) days following delivery of
such requisition to Tenant, an amount equal to thirty percent (30%) of such requisition (each, a “Tenant Lab Space Work Requisition,”
and together with any Tenant Office Space Work Requisition, each a “Tenant Requisition”) as a condition to Landlord
making such disbursement of the Landlord Lab Space Work Allowance to the General Contractor and continuing the Landlord Lab Space Work. |
If Tenant fails to pay to Landlord any
Tenant Requisitions as and when due hereunder, Landlord may elect to discontinue the applicable Landlord Work until it receives the full
amount of such Tenant Requisition, in which event Tenant shall be responsible for any additional Tenant Delay in completion of the applicable
Landlord Work (as reasonably determined by Landlord) resulting from such delay.
In the event that the Landlord Office
Space Work Allowance exceeds the total amount of the Landlord Office Space Work Costs once such Landlord Office Space Work Costs are fully
paid for, then Tenant shall have the right to apply such savings towards the Landlord Lab Space Work Costs subject to the terms and provisions
of this Work Letter. Similarly, in the event that the Landlord Lab Space Work Allowance exceeds the total amount of the Landlord Lab Space
Work Costs once such Landlord Lab Space Work Costs are fully paid for, then Tenant shall have the right to apply such savings towards
the Landlord Office Space Work Costs subject to the terms and provisions of this Work Letter. Notwithstanding the foregoing, in no event
shall any unused portion of the Allowance be applied to or credited against Base Rent, Additional Rent or any other amounts due and payable
from Tenant to Landlord under this Lease.
Landlord shall have no obligation to
disburse or apply any portion of the Allowance or to perform the Landlord Work at any time when there exists a Default under this Lease
(or for so long as an event or condition has occurred which with notice and the passage of time would constitute such a Default), until
such time as the Default (or the event or condition) has been cured by Tenant.
In addition to the Allowance, within
thirty (30) days following Landlord’s receipt of Tenant’s invoices evidencing the cost of the concept plans relating to the
Landlord Office Space Work and/or the Landlord Lab Space Work and one (1) revision thereto, Landlord shall pay to the Architect an amount
equal to Six Thousand One Hundred Thirteen and 80/100 Dollars ($6,113.80) towards the cost of the same (the “Concept Plan Allowance”),
with any costs relating to the same in excess of such amount being subject to the Soft Costs Cap.
| 4. | If Tenant shall request any changes to the Landlord Work that are approved by Landlord, in its sole discretion
(each, a "Change Order"), then Landlord shall cause to be prepared any necessary revisions to the applicable Construction
Documents relating thereto and Tenant shall reimburse Landlord on demand for the cost of preparing such revisions. Landlord shall notify
Tenant in writing of the estimated increased cost, if any, which will be chargeable to Tenant by reason of such Change Order(s), and any
Tenant Delay reasonably expected to result therefrom. Tenant shall, within five (5) Business Days after receiving Landlord's estimate
of the cost of the Change Order(s), notify Landlord in writing whether it desires to proceed with such Change Order(s) and accept such
increased cost and Tenant Delay, if any. In the absence of such written authorization, Landlord shall have the option to continue work
on the Premises disregarding the requested Change Order(s) or Landlord may elect to discontinue the applicable Landlord Work until it
receives notice of Tenant's decision plus payment of any such increased cost and acceptance by Tenant of such Tenant Delay, in which event
Tenant shall be responsible for any additional Tenant Delay in completion of the applicable Landlord Work (as reasonably determined by
Landlord) resulting from such delay in written authorization. |
| 5. | If Landlord shall be delayed in any portion of the Landlord Work being Substantially Complete as a result
of the occurrence of any of the following (each, a "Tenant Delay"): |
| (a) | Tenant's failure to furnish information in accordance with this Work Letter or to respond to any request
by Landlord for any approval or information within any time period prescribed herein, or if no time period is prescribed herein, then
within three (3) Business Days after such request; or |
| (b) | Tenant's request for materials, finishes or installations that have long lead times and at least three
(3) Business Days have elapsed after Landlord has first informed Tenant that such materials, finishes or installations will cause a Tenant
Delay; or |
| (c) | Any Change Order(s) or failure to timely approve same within three (3) Business Days following Landlord’s
request for such approval; or |
| (d) | The performance or nonperformance by a person or entity employed by on or behalf of Tenant in the
completion of any work in the Premises (all such work and such persons or entities being subject to prior approval of Landlord)
following three (3) Business Days’ written notice of the same from Landlord; or |
| (e) | Any request by Tenant that Landlord delay the completion of any component of the Landlord Work; or |
| (f) | Any breach or default by Tenant in the performance of Tenant's obligations under this Lease that continues
for three (3) Business Days following written notice from Landlord that such breach or default has or will result in a Tenant Delay if
not cured within such three (3) Business Day period; or |
| (g) | Tenant's failure to pay any amounts as and when due under this Work Letter and such failure continues
for three (3) Business Days following written notice from Landlord that such amounts remain unpaid (including, without limitation, with
respect to any Tenant Requisitions); or |
| (h) | Any delay resulting from Tenant having taken possession of any portion of the Premises for any reason
prior to the Landlord Work being Substantially Complete (including, without limitation, in connection with Tenant accessing the Office
Space prior to the Commencement Date and/or Tenant accessing the Lab Space prior to the Lab Space Commencement Date, in each case pursuant
to Section 3.04 of this Lease) and such delay continues for three (3) Business Days following written notice from Landlord regarding such
delay; or |
| (i) | Notwithstanding the terms and provisions in subsection (h) of this Section 5 above, any delay in any Governmental
Authority’s issuance of any Occupancy Authorizations required for Landlord to achieve Substantial Completion of the Landlord Office
Space Work and/or the Landlord Lab Space Work, as applicable, due to Tenant’s failure to install any of Tenant’s Tel/Data,
Fixtures and Furniture in the Office Space and/or the Lab Space, as applicable; or |
| (j) | Any other delay chargeable to Tenant, its agents, employees or independent contractors that continues
for three (3) Business Days following written notice from Landlord regarding such delay; |
then, for purposes of determining the (i) Commencement Date, the date
that the Landlord Office Space Work shall be deemed to be Substantially Complete shall be the day that the Landlord Office Space Work would
have been Substantially Complete absent any such Tenant Delay, and (ii) Lab Space Commencement Date, the date that the Landlord Lab Space
Work shall be deemed to be Substantially Complete shall be the day that the Landlord Lab Space Work would have been Substantially Complete
absent any such Tenant Delay, in each case all as reasonably determined by Landlord.
| 6. | Tenant shall comply with all reasonable management plans, rules, regulations
and requirements imposed by Landlord from time to time (if any) and all applicable Laws in connection with the performance of any work
affecting existing Hazardous Materials (including but not limited to asbestos) which may exist in the Premises. |
| 7. | For purposes of this Work Letter, Landlord
hereby designates William Kennedy (Email: wkennedy@natdev.com; Phone No.: (617)
559-5123)) and Allan Luciw (Email: aluciw@natdev.com; Phone No.: (781) 328-6440))
as Landlord’s construction representatives, and Tenant hereby designates Joe Donoghue
(Email: jdonoghue@butterflynetinc.com; Phone No.: (203) 458-7100)) as Tenant’s
construction representative. Landlord and Tenant hereby agree that their respective construction
representatives set forth herein shall be authorized to make binding decisions on behalf
of the party they represent with respect to plan preparation and approval and other construction
matters arising during the performance of the Landlord Work. Landlord and Tenant shall each
have the right to designate an alternative or additional construction representatives upon
written notice to the other party of such change. |
| 8. | This Work Letter shall not be deemed applicable to any additional space added to the original Premises
at any time or from time to time, whether by any options under this Lease or otherwise, or to any portion of the original Premises or
any additions to the Premises in the event of a renewal or extension of the original Term, whether by any options under this Lease or
otherwise, unless expressly so provided in this Lease or any amendment or supplement to this Lease. All capitalized terms used in this
Work Letter but not defined herein shall have the same meanings ascribed to such terms in this Lease. |
| 9. | If this Lease is terminated prior to the Substantial Completion Date with respect to the Landlord Office
Space Work or the Landlord Lab Space Work, as applicable, for any reason due to a Default by Tenant, in addition to any damages available
to Landlord pursuant to the terms and provisions of this Lease, Tenant shall pay to Landlord, within five (5) days following receipt of
a statement therefor, all costs incurred by Landlord through the date of termination in connection with the Landlord Work. |
[END OF EXHIBIT C]
EXHIBIT C-1
LANDLORD OFFICE SPACE WORK PLANS
The plans and specifications titled “Butterfly Network, Inc.,
1600 District Ave., Burlington, MA 01803, Interior Renovation, Issued For: Issued For Construction,” bearing an 8/13/2021 date of
submission, prepared by OTJ Architects.
EXHIBIT C-2
LANDLORD LAB SPACE WORK PLANS
The plans and specifications titled “Butterfly Network, Inc.,
1600 District Ave., Burlington, MA 01803, Interior Renovation, Issued For: Issued For Bulletin 01B,” bearing an 3/16/2022 date of
submission, prepared by OTJ Architects.
EXHIBIT D
COMMENCEMENT LETTER
Date: | ,2022 |
| |
Tenant: | Butterfly Network, Inc. |
Address | 1600 District Avenue |
| Burlington, MA 01803 |
| Re: | Commencement Letter with respect to that certain Office Lease Agreement
dated as of May 27, 2021, by and between NEEP Investors Holdings LLC (the “Landlord”), as landlord, and
Butterfly Network, Inc. (the “Tenant”), as tenant, for 61,138 rentable square feet of the Building located at
1600 District Avenue, Burlington, Massachusetts 01803, as amended by the First Amendment to Lease dated as of May ___, 2022, by and between
Landlord and Tenant (together, the “Lease”). Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Lease. |
Dear __________________:
In accordance with the terms
and conditions of the above referenced Lease, Tenant hereby confirms and agrees that it has accepted possession of the Premises with the
Landlord Work having been Substantially Completed (meaning, the Landlord Office Space Work with respect to the Office Space and the Landlord
Lab Space Work with respect to the Lab Space have, in each case, been Substantially Completed), and acknowledges as follows:
| 1. | The Commencement Date of the Lease is May 2, 2022; |
| 2. | The Lab Space Commencement Date of the Lease is _______________, 2022; |
| 3. | The Rent Commencement Date of the Lease is February 1, 2023; |
| 4. | The Termination Date of the Lease is January 31, 2033; and |
| 5. | The Termination Fee payable by Tenant to Landlord if Tenant exercises its Termination
Option pursuant to Section IV of Exhibit F of the Lease is _____________________. |
Please acknowledge the foregoing
and your acceptance of possession by countersigning this Commencement Letter in the space provided below and returning a signed counterpart
to my attention at @natdev.com. Tenant’s failure to execute and return this letter, or to provide written objection to the
statements contained in this letter, within ten (10) days after the date of this letter shall be deemed an approval by Tenant of the
statements contained herein.
Sincerely, | |
| | |
NEEP INVESTORS HOLDINGS LLC |
| | |
By: | | |
Name: | | |
Title: | | |
Acknowledged and Accepted: |
|
|
|
|
BUTTERFLY NETWORK, INC. |
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
|
|
|
|
Date: |
____________________, 2022 |
|
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Butterfly Network (NYSE:BFLY)
過去 株価チャート
から 2 2025 まで 3 2025
Butterfly Network (NYSE:BFLY)
過去 株価チャート
から 3 2024 まで 3 2025