Butterfly Network Inc
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
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FY2024 · Filed Feb 28, 2025
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Item 9B. Other Information
Rule 10b5-1 Trading Arrangements
During the quarter ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Ratification of Prior Shares Issued
On January 28, 2025, our board of directors adopted resolutions (the “Resolutions”) approving, among other things, the ratification of the issuance of 16 shares of our Class A common stock in connection with the exercise of certain awards granted under the BFLY Operations, Inc. 2012 Employee, Director and Consultant Equity Incentive Plan, as amended, which may constitute shares of putative stock pursuant to Section 204 of the Delaware General Corporation Law (the “Ratification”).
The issuance of such shares occurred on such dates as set forth on Exhibit 99.1 attached hereto, resulting from the exercise by certain of our service providers of shares of our Class A common stock in excess of the number of shares underlying options to purchase shares of our Class A common stock approved by our board of directors to be issued in exchange for options of Legacy Butterfly upon the consummation of the Business Combination on February 12, 2021. The public filing of this document with the SEC constitutes the notice required to be given under Section 204 of the General Corporation Law of the State of Delaware (the “DGCL”) in connection with the Ratification. Any claim that any defective corporate act or putative stock ratified pursuant to the Ratification is void or voidable due to the failure of authorization specified in the Resolutions, or that the Delaware Court of Chancery should declare in its discretion that the Ratification in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions, must be brought within 120 days from the giving of this notice (which is deemed given on the date that this Annual Report on Form 10-K is filed with the SEC).
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