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):
November 19, 2020
Longview Acquisition Corp.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-39292
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84-4618156
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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767 Fifth Avenue, 44th Floor
New York, NY 10153
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (212) 812-4700
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:
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x
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant
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LGVW.U
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The New York Stock Exchange LLC
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Shares of Class A common stock included as part of the units
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LGVW
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The New York Stock Exchange LLC
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Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
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LGVW WS
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The New York Stock Exchange LLC
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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 x
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. ¨
On November 20, 2020,
Longview Acquisition Corp. (“Longview” or the “Company”) announced a proposed business combination (the
“Business Combination”) between Longview and Butterfly Network, Inc. (“Butterfly”). The Company issued
a press release announcing the execution of the Business Combination Agreement (as it may be amended, supplemented or otherwise
modified from time to time, the “Business Combination Agreement”), by and among the Company, Clay Merger Sub, Inc.,
a wholly-owned subsidiary of the Company, and Butterfly. The Business Combination was unanimously approved by Longview’s
board of directors on November 19, 2020. The press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Concurrently with the
execution of the Business Combination Agreement, on November 19, 2020, Longview entered into subscription agreements with certain
institutional investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and
purchase, immediately prior to the closing of the Business Combination, an aggregate of 17,500,000 shares of the Company’s
Class A common stock at a price of $10.00 per share, for aggregate gross proceeds of $175,000,000 (the “PIPE Financing”).
Attached as Exhibit 99.2 hereto and incorporated by reference herein is the investor presentation dated November 2020, which
has been used in connection with the PIPE Financing and will be used by the Company with respect to the Business Combination.
A webcast providing
material terms of the proposed Business Combination can be accessed by visiting the link at Longview’s website at http://www.longviewacquisition.com
or at Butterfly’s website at http://www.butterflynetwork.com/investors.
Important Information about the Business Combination and
Where to Find It
In connection with
the proposed Business Combination, the Company intends to file with the Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement/prospectus
and a definitive proxy statement/prospectus, and certain other related documents, which will be both the proxy statement to be
distributed to holders of shares of the Company’s common stock in connection with the Company’s solicitation of proxies
for the vote by the Company’s stockholders with respect to the Business Combination and other matters as may be described
in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of the Company to be
issued in the Business Combination. The Company’s stockholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the
definitive proxy statement/prospectus, as well as other documents filed with the SEC in connection with the proposed Business Combination,
as these materials will contain important information about the parties to the Business Combination Agreement, the Company and
the proposed Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus
and other relevant materials for the proposed Business Combination will be mailed to stockholders of the Company as of a record
date to be established for voting on the proposed Business Combination and other matters as may be described in the Registration
Statement. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus, and other documents filed with the SEC that will be incorporated by reference therein, without charge, once
available, at the SEC’s web site at www.sec.gov, or by directing a request to: Longview Acquisition Corp., 767 Fifth Avenue,
44th Floor, New York, NY 10153, Attention: Mark Horowitz, Chief Financial Officer or to info@longviewacquisition.com.
Participants in the Solicitation
The Company and its
directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders
with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their
interests in the Company will be contained in the Registration Statement for the Business Combination, when available, and will
be available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Longview Acquisition Corp.,
767 Fifth Avenue, 44th Floor, New York, NY 10153, Attention: Mark Horowitz, Chief Financial Officer or to info@longviewacquisition.com.
Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
Butterfly and its directors
and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company
in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding
their interests in the Business Combination will be contained in the Registration Statement when available.
Forward-Looking Statements
This Current Report
on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. The Company’s and Butterfly’s actual results may differ from
their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and similar
expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, the Company’s and Butterfly’s expectations with respect to
future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to
the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements involve
significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of
these factors are outside the Company’s and Butterfly’s control and are difficult to predict. Factors that may cause
such differences include, but are not limited to: (1) the ability of Longview and Butterfly prior to the Business Combination,
and New Butterfly following the Business Combination, to meet the closing conditions in the Business Combination Agreement, including
due to failure to obtain approval of the stockholders of Longview and Butterfly or certain regulatory approvals, or failure to
satisfy other conditions to closing in the Business Combination Agreement; (2) the occurrence of any event, change or other circumstances,
including the outcome of any legal proceedings that may be instituted against Longview and Butterfly following the announcement
of the Business Combination Agreement and the transactions contemplated therein, that could give rise to the termination of the
Business Combination Agreement or could otherwise cause the transactions contemplated therein to fail to close; (3) the inability
to obtain or maintain the listing of the combined company’s Class A common stock on the New York Stock Exchange, as applicable,
following the Business Combination; (4) the risk that the Business Combination disrupts current plans and operations as a result
of the announcement and consummation of the Business Combination; (5) the inability to recognize the anticipated benefits of the
Business Combination, which may be affected by, among other things, competition and the ability of the combined company to grow
and manage growth profitably and retain its key employees; (6) costs related to the Business Combination; (7) changes in applicable
laws or regulations; (8) the inability of the combined company to raise financing in the future; (8) the success, cost and timing
of Butterfly’s and the combined company’s product development activities; (9) the inability of Butterfly or the combined
company to obtain and maintain regulatory approval for their products, and any related restrictions and limitations of any approved
product; (10) the inability of Butterfly or the combined company to identify, in-license or acquire additional technology; (11)
the inability of Butterfly or the combined company to maintain Butterfly’s existing license, manufacturing, supply and distribution
agreements; (12) the inability of Butterfly or the combined company to compete with other companies currently marketing or engaged
in the development of treatments for the indications that Butterfly is currently pursuing for its product candidates; (13) the
size and growth potential of the markets for Butterfly’s and the combined company’s products and services, and each
of their ability to serve those markets, either alone or in partnership with others; (14) the pricing of Butterfly’s and
the combined company’s products and services and reimbursement for medical procedures conducted using Butterfly’s and
the combined company’s products and services; (15) Butterfly’s and the combined company’s estimates regarding
expenses, future revenue, capital requirements and needs for additional financing; (16) Butterfly’s and the combined company’s
financial performance; and (17) the impact of COVID-19 on Butterfly’s business and/or the ability of the parties to complete
the Business Combination; and (18) other risks and uncertainties indicated from time to time in the proxy statement/prospectus
relating to the Business Combination, including those under “Risk Factors” in the Registration Statement, and in the
Company’s other filings with the SEC.
The Company cautions
that the foregoing list of factors is not exclusive. The Company cautions investors not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in
events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report
on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
The exhibits to this Current Report
on Form 8-K may contain hypertext links to information on our website or other parties’ websites. The information on our
website and other parties’ websites is not incorporated by reference into this Current Report on Form 8-K and does not constitute
a part of this Form 8-K.
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.
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LONGVIEW ACQUISITION CORP.
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By:
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/s/ Mark Horowitz
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Name:
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Mark Horowitz
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Title:
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Chief Financial Officer
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Date: November 20, 2020
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