Business Context and Reporting Period
Company: Butterfly Network, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 17, 2025
Reporting Period: Event-specific (November 17, 2025)
Butterfly Network, Inc. reported the entry into a material definitive agreement on November 17, 2025. The Company is a Delaware corporation with principal executive offices in Burlington, MA.
Key Financial Metrics
This filing does not contain standard financial statements (revenue, profit, cash flow, margins, debt, or liquidity) for a reporting period. The financial impact is derived solely from the terms of the new agreement:
- Upfront Payment: $15 million one-time non-recurring fee.
- Recurring Revenue: $10 million annual license fee, payable quarterly.
- Contingent Payments: Up to $9 million in milestone-based payments.
- Additional Revenue Streams: Revenue sharing on commercialized hardware and payments for chip purchases.
Material Changes
The primary material change is the execution of a Co-Development and Licensing Agreement with Midjourney, Inc. This agreement grants Midjourney an exclusive, non-transferable license to use Butterfly's ultrasound-on-chip technology, software, and backend technology within a specified field of use. This represents a strategic expansion of the Company's technology licensing portfolio.
Outlook, Risks, and Unusual Items
- Agreement Term: The agreement has a five-year term, subject to earlier termination for breaches or insolvency.
- Intellectual Property: The agreement includes customary confidentiality, IP ownership, and license-back provisions.
- Future Options: Midjourney retains an option to upgrade its license under certain circumstances.
- Documentation: The full text of the agreement will be filed as an exhibit to the Annual Report on Form 10-K for the fiscal year ending December 31, 2025.
Investor Verification Checklist
- Verify the specific "field of use" restrictions in the full agreement text to understand the scope of exclusivity granted to Midjourney.
- Confirm the specific milestones required to trigger the up to $9 million in additional payments.
- Review the revenue sharing percentages and commercialization timelines for hardware products incorporating Company chips.
- Monitor the upcoming Form 10-K filing for the full agreement exhibit and any updated financial guidance reflecting this deal.