Filed by Longview Acquisition Corp.
Pursuant to Rule 425 under the Securities Act of
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Longview Acquisition Corp.
Commission File No. 001-39292
Date: January 12, 2021
On January 12, 2021, Butterfly Network, Inc. (“Butterfly”)
presented a live webcast at the 39th Annual J.P. Morgan Healthcare
Conference and through Butterfly’s website. The webcast included
information about Butterfly’s previously announced business
combination with Longview Acquisition Corp. The webcast may be
accessed on Butterfly's website at
www.butterflynetwork.com/investors. A copy of the transcript
of the webcast is set forth below.
Disclaimers – Laurent Faracci, Butterfly CEO
Good morning, this is Laurent
Faracci, CEO of Butterfly Network.
Thanks for attending our presentation today. I would like to direct
you first to some important disclaimers shown on these first few
slides, including that during this presentation we make certain
forward-looking statements that are subject to risks and
Intro – Laurent Faracci, Butterfly CEO
Starting on Slide
At Butterfly, our
mission is clear: democratize medical imaging.
We have launched iQ, the first whole body handheld ultrasound probe
using the breakthrough ultrasound on chip technology, together with
advanced and intuitive software, harnessing the power of the cloud,
of AI and of telemedicine.
We want a Butterfly in the pocket of every physician, in the hands
of every nurse and practitioner who needs one, and ultimately in
the homes of chronic patients to support their health and
wellbeing. Butterfly is anchored on value-based care: better
health, lower cost and patient centricity.
We soon expect to become a publicly listed company on the New York
Stock Exchange through a merger with Longview Acquisition Corp., a
healthcare-focused SPAC led by legendary healthcare investor Larry
Robbins. We will use the capital from this transaction, once
completed, to execute on the significant growth opportunity in
front of us, to revolutionize the imaging market with our Butterfly
handheld ultrasound device.
It is an honor to lead this
remarkable Company through the next phase of growth.
Our world class team is bound together by the vision and mission
set forth by our inspiring founder, Dr. Jonathan Rothberg.
Dr. Rothberg is a leading scientist and a serial entrepreneur in
the life sciences space, best known for his contributions to the
field of Genetics and more specifically the introduction of
low-cost Next Generation Sequencing technology. Jonathan starts
every company he creates with a simple vision; to improve the life
of those he loves. For Butterfly, he was inspired by the needs of
his daughter, who required regular imaging. It led to the idea of
applying leading-edge technology like the semiconductor one or AI
to invent affordable, versatile and intuitive imaging for all
healthcare practitioners globally.
There is tremendous alignment within our company to fulfill our
mission. Butterfly’s societal and commercial goals are closely
aligned – growing Butterfly supports better health outcomes at a
lower cost to the overall system, driving universal access
throughout all populations, while generating strong commercial
growth and shareholder values.
All Butterfly private investors are rolling their investment into
the public company, locking arms together with the Longview and
sophisticated PIPE investors and joining a diverse management team
with deep experience in scaling Tech, Healthcare and Consumer
I will now turn it
over to Dr. John Martin, our Chief Medical Officer, to give
a clinical overview of Butterfly.
Clinical Overview – Dr. John Martin, Butterfly Chief Medical
Thank you Laurent.
Diagnostic imaging is a cornerstone of care delivery. It is
critical to clinical decision making and often the key determinant
of therapeutic interventions. Of all the various imaging
modalities, ultrasound is the fastest growing of the various
imaging modalities and has significant versatility and a strong
From before you’re born to the later stages of life, across all
disease states, ultrasound has clinical utility. However, for more
than 50 years, it has
used fundamentally the same technology, piezo electric crystals.
This has driven the complexity of the devices as well as the
expense. It remains to this day a limited resource often
priced out of reach of an individual healthcare professional.
This is the reason that patients and doctors alike wait for imaging
studies to be performed at imaging departments or centers, or while
carts come to the bedside. This delay introduces
inefficiency, patient dissatisfaction, expense and unfortunately
bad outcomes, as often treatment is launched without any clear
window into the human body or we wait for diagnostic certainty.
Even worse than delays, ultrasound technology is out of reach for
more than half the world in developing populations, and because
wealthy countries use it sparingly due to its high cost and low
portability, so many of our patients are denied universal access to
safe medical imaging.
What if we didn’t have to wait? What if the ultrasound
machine was in the pocket of every doctor, every healthcare worker,
everywhere? What if ordering a test was as simple as pulling it out
of our pocket, plugging it into the phone, selecting a quick
application and performing the study-instantly? Instead of
waiting and wondering, we are looking and knowing.
Ultrasound-on-a-chip tackles these limitations head on and makes
for the first time in history a hand-held ultrasound personal. This
is not theoretical. These are real practical applications changing
care delivery today. And it's only growing.
||We won’t order a chest x-ray to determine if the patient is in
heart failure; we will do an ultrasound with our physical exam,
give a diuretic immediately and relieve our patients’ shortness of
breath much more expeditiously.
||We won’t rely just on experience to insert a central line or
IV; we will guide insertion with Butterfly’s needle viz
application, one stick in the best vein, better for the patient,
more efficient, better long-term success.
||We won’t just listen to the heart to hear murmurs and assume
their origin; we will image the heart and know which valve is
involved, know how good contractility is and expand our knowledge
of the patient’s heart instantly.
||We will only utilize higher end testing when we need it, making
care much more cost-effective and efficient.
We are not just changing medicine. We are also changing
lives. I know this personally, because I found my own cancer
with this device, it accelerated my care, and I can speak to you
today, because of this remarkable invention.
Butterfly is transforming healthcare across the full continuum of
care delivery. Whether in the hospital, in the clinic or office, in
an ambulance, on the sidelines or training rooms of sporting
events, in the far reaches of the globe saving the lives of
expecting mothers and ultimately in the home to monitor chronic
illnesses, Butterfly iQ has unlimited potential to accelerate
clinical decision making improving the lives of the patients we
Join me now in watching Butterfly President Gioel Molinari show you
just how easy it is to use Butterfly IQ+, and the breakthrough
technology behind The New Image of Health.
Technology – Gioel Molinari, Butterfly President
I'm Gioel Molinari, President of Butterfly.
I'm going to give you a quick tour of Butterfly IQ, to highlight
our products' unique versatility, as the world's first and only,
whole body ultrasound system.
In addition, I'll show you how Butterfly integrates with EMRs and
PACS, to complete the clinical workflow and streamline post exam
I'll turn to our application. The first thing you'll notice is 20
different clinical presets are available, covering from shallow to
deep applications. Traditionally, this would require three
different transducers. Now you can do it all in one. From a
vascular scan at two or three centimeters, to a much deeper cardiac
scan at 16 to 18, it's all covered with Butterfly.
I'll start with the carotid scan. The carotid scan is a simple
clinical application that allows us to look for plaque in the
vessel, an early indicator of cardiovascular disease. You can see
the carotid at the center of the screen, but I'll make it easier to
visualize using color doppler, an advanced imaging mode to
highlight direction and speed of blood through the vessel and you
can see that on screen.
I'll freeze the image. I can measure, capture, and ultimately
submit this exam to the patient record. But before I do that, I'm
going to show you a couple more examples.
The next application I'll show you will be a volume metric bladder
scan. Bladder volume is useful to determine whether catheterization
should be performed on a patient, something that is often
determined simply by time-based intervals alone. With volume based
ultrasound, we can determine whether catheterization should be
performed and do it accurately and rapidly.
I'll turn to my application. I'll select the bladder mode and
you'll see the shape of the beam has changed to a curvy linear
form. In my options, I'll now select the volume calculator and as I
set the transducer down on my abdomen, you'll see the region of
interest is now highlighted in blue. I'll click the calculate
button and without further moving to transducer, the volume of my
bladder is calculated as 74 milliliters. In addition, we have a 3d
rendering that is useful to check the quality of the scan.
Now that I've completed my examinations, I can finish the clinical
workflow documentation using Butterfly's rapid connectivity to EMR
and PACS. I can select my patient, from my work list, and then I'll
be able to select the appropriate worksheets to cover the
examination CPT codes and metadata that I've now performed.
I'll select my carotid exam. I've performed color and B-mode, on
the right side, and you can see, I have a CPT code available, which
if appropriate, will be added to the exam record.
I can now save this study and submit it either for review, or
finalize directly into the patient record.
I hope you enjoyed the presentation and thank you for spending the
[End of Demo Video]
Butterfly has created the first complete solution to point of care
imaging, combining our ultrasound on a chip devices with mobile and
cloud software to make it easy to use and deeply connected. We call
this a virtuous cycle because our product gets better over time as
the data flowing through the ecosystem is used to improve our AI
models, which in turn are released as software updates to our
Now let me take you through the three parts of our solution.
The foundation of our platform is our unique Ultrasound-on-a Chip.
We have replaced traditional piezo crystal sensors found in legacy
ultrasound systems with 9000 micromachined transducers; these are
like tiny drums that emit and receive the ultrasound. We make this
chip in the same foundries used for cameras and microprocessors and
this profound change moves ultrasound from an era of low volume,
expensive crystal sensors to massive volume, inexpensive, powerful
Our devices close the last mile in bringing imaging to where the
patient is, but we also had to make ultrasound easy to use and
connected, we invested heavily in building the industry’s most
complete software ecosystem in two areas:
First, AI tools to automate measurements and help new users become
proficient while speeding up their clinical decision making; and
second, Butterfly Enterprise, which is the Operating System for
point of care ultrasound and connects both butterfly AND 3rd party
ultrasound systems for Quality Assurance, EMR Integration, and
This deep integration between hardware and software is a key
attribute that helps distinguish our product.
As you've heard, our top
priority is clinical impact at scale. In a Tesla-like fashion we
plan not only to innovate on the hardware side, approximately every
two years, but also push out monthly software updates to expand the
utility of our devices. Recent examples include the launch of
Needle Viz and biplane imaging for confident needle placements and
much more is soon to come.
So what does this all mean for the future of our products? Let’s
take a peek into our roadmap.
We took our first step shipping iQ in late 2018, and in October
2020 we released iQ+, our second-generation handheld. iQ+ improves
scanning performance while cutting our manufacturing costs. Over
the next five years we plan to continue to drive innovation in our
iQ handheld product line and we hope to develop and introduce an
even more advanced product that can ultimately be used by patients
to self-scan ultrasound images and transfer these images to doctors
electronically in real time.
Looking forward, we hope to continue to miniaturize our chip to
enable wearable medical imaging for patients, leveraging our
technology and manufacturing partnership with TSMC. Our future and
the future of medical imaging has never been more exciting.
I will now turn it back over
to Laurent Faracci for a Business Overview.
Business Overview – Laurent Faracci, Butterfly
Thank you Gioel.
We are now on Slide
Let me now describe to you
our growth strategy, starting with three guiding
||First, we have a very
large, $8 billion addressable market, and we are very well
positioned to drive adoption;
||Second, our culture is
clinically focused, enabled by technology and customer-centric;
||Third, we are
aggressively driving adoption and growth both in existing and new
Let’s review the target
market first. The functionality and form factor of Butterfly IQ
makes it a personal medical device for healthcare practitioners.
There are more than 12 million doctors and 28 million nurses and
midwives around the world. We will initially target a total of 8
Beginning in 2023, and
subject to the appropriate marketing authorizations, we plan to
enter the patient wearables market, representing more than 100
million chronic patients in the US alone, expanding our customer
pool beyond medical professionals, to patients as well.
This is not a niche
market – but rather, Ultrasound on Chip is set to become the
first mass-market solution for medical imaging.
As the world faces a rapidly
aging population and the proliferation of chronic diseases, we
expect the demand for safe medical imaging to increase
significantly in the near future. Our approach is to bring medical
imaging to the patient rather than the patient to medical
And that changes everything,
allowing access beyond traditional imaging centers and bringing
ultrasound to new care settings, from Primary Care practices to
nursing homes, expanding the market potential
Our commercial strategy in
centered on a customer-centric growth model that we plan to execute
First, through our ecommerce
channel, we engaged early adopters and supplied individual
physicians, driving strong customer adoption, and an excellent
reputation for Butterfly IQ in more than 20 markets.
Second, this year we launched
an enterprise salesforce to engage and scale adoption within large
health institutions, many of whom have practitioners already using
Butterfly IQ today. Their needs are clear:
||connectivity with their
existing systems and process,
With a solutions-based
approach, we offer attractive economics, integrated workflow
software, connectivity and control. We expect these larger
customers to drive our scale as well as our profitability up,
thanks to a stronger software mix.
We seek partnerships with
distributors when their ability to drive penetration in specific
segments or geographies exceeds our own. One meaningful example is
the work with our Global Health Partners, allowing us to reach more
than 20 lower resource countries, where patients are often
accessing life-saving medical imaging for the first
And, so far, we have been
extremely successful with more than 30 000 practitioners equipped
and very strong growth and market expansion from Primary Care
Doctors to Emergency medicine and Anesthetists or MSK
Last, as indicated before,
and subject to the appropriate marketing authorizations, we plan to
enter the patient wearables market by 2023. We will achieve that by
developing specific use cases and adapting our sensor technology to
be housed in a safe and comfortable, wearable patch.
Now, to present her own
insights into our financial model in the coming years, it is my
privilege to introduce our Chief Financial Officer, Stephanie
Financials – Stephanie Fielding, Butterfly CFO
Thanks Laurent. As Laurent
mentioned, we expect Butterfly will soon become publicly traded
through a merger with Longview Acquisition Corp. Longview, which
came public in May 2020 and was initially capitalized with $414
million in cash, is a SPAC, or Special Purpose Acquisition
Corporation, sponsored by Glenview Capital. We believe Longview is
a great partner for Butterfly and we plan to use their knowledge
of, and constructive relationships with, the provider, distributor
and payor communities to support Butterfly's rapid market
We entered into a definitive
business combination agreement on November 19th, 2020 and have
filed our Form S-4 with the SEC. We expect that the merger will
close in the first quarter of 2021.
For all the reasons you have heard, Butterfly’s solution is off to
a strong commercial start, beginning with individual and small
group purchases of the devices by medical professionals. As of
November 2020 we have sold over 30,000 devices. In 2021 and 2022 we
expect to augment this momentum with significant contributions from
enterprise-scale adoption across large healthcare organizations
while continuing to seek and serve individual medical
practitioners. We anticipate that software sales will grow as a
percentage of the mix as we layer recurring revenues upon a growing
installed base, providing an increasingly predictable, high margin
During this same period, we plan to invest heavily in technology
and clinical partnerships to develop wearable devices that, if
approved, we expect will begin to make a modest revenue
contribution in 2023 more so in 2024. Products such as a wearable
patch are designed to allow patients who manage chronic conditions
to have convenient monitoring in the home, and will likely be
powered by our third-generation sensor expected to be introduced in
the second half of 2022. Our projections for wearables sales
represent an initial step given the sizable market potential, and
we plan to commercialize the wearable with the same powerful
combination of hardware and software that has made the Butterfly IQ
and IQ+ such a value-added solution.
Now that you have visibility into the ways that we drive revenue,
I’d like to give you more perspective on the numbers. We expect to
build from $44MM revenue in 2020 to $334MM in 2024, which is
equivalent to a 66% CAGR.
Beneath the revenue line, Butterfly is expected to transition from
negative gross margin in 2020 to positive gross margins exceeding
40% in 2021, driven by the conversion of the semiconductor wafer
manufacturer from a developmental fab to a partnership with the
largest fab in the world, TSMC. Going forward, we expect gross
margins to continue to improve as our mix shifts toward higher
margin software sales and as we continue to find efficiencies in
our production and supply chain.
By the end of the planning period, we expect to be cash flow
positive as well as EBITDA margin positive. In 2021 and 2022, we
plan to invest heavily in our hardware and software product
portfolios as well as in our sales, sales enablement and go to
market strategies. We believe these investments set the foundation
for potential future growth. We expect that the capital from this
transaction more than covers the planned investments and supports
our planned transition to cash flow breakeven and generation, while
allowing the potential for additional capital allocation.
We look forward to beginning our long-term journey as a public
company in the first quarter of 2021, and we believe we are making
the necessary investments today to fuel attractive growth and
As Butterfly prepares to begin its life as a public company, we are
well-positioned for future growth:
||A strong balance sheet at closing, with over $500 million of
cash to drive the Company through its investment phase and to
expected positive cash flow.
||Rapid growth, with revenue projected to grow over 66% during
||A highly recurring revenue base, as software revenue is
expected to grow to between 40-50% of total revenues in the back
half of the decade, while Butterfly IQ+ users are likely to engage
in a hardware replacement cycle every 3-5 years.
I will now turn it back over to Laurent for closing remarks.
Closing – Laurent Faracci, Butterfly CEO
Thank you Stephanie.
Now that you understand the technology, strategy and financials, I
want to reiterate why I am so excited about our future:
||We have the opportunity to revolutionize the large and growing
||Our cost and portability increases
significantly the number of users and sites to drive both clinical
and commercial growth;
||We are all about innovations, with
700 patents pending or published but also manufacturing steps, more
than 1,300, help us with that valuation;
||We invest in software and
commercial ventures, and with Moore’s law, we’re just getting
||We are enabling life saving
applications on 6 continents for anyone, rich or poor; and
||Last, we have a compelling financial model.
As I shared in the beginning of the presentation, our mission is
clear: we want Butterfly in the pocket of every physician, in the
hands of every nurse and practitioner who needs one, and ultimately
in the homes of chronic patients to support their health and
With capital from the
Longview merger, we expect to continue to invest heavily in
Butterfly innovations and commercial development to raise the
standard of care, empower medical professionals, and improve the
efficiency of our large enterprise partners.
Together, we strive to make
our window into the body the New Image of Health.
Thank you for your interest in Butterfly Network. We welcome you to
join us as investors, collaborators and champions of better health.
Stay safe, and goodbye.
Important Information about the Business Combination and
Where to Find It
In connection with the proposed business combination between
Longview Acquisition Corp. (the “Longview”) and Butterfly Network,
Inc. (“Butterfly”) (the “Business Combination”), Longview has filed
with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 (the “Registration Statement”),
which includes a preliminary proxy statement/prospectus and, as
amended, will include 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 Longview’s
common stock in connection with Longview’s solicitation of proxies
for the vote by Longview’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 Longview to be issued in the
Business Combination. Longview’s stockholders and other
interested persons are advised to read the preliminary proxy
statement/prospectus included in the Registration Statement and the
amendments thereto and the definitive proxy statement/prospectus
when available, 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, Longview 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 Longview as of January 15, 2021, the
record date 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
Participants in the Solicitation
Longview and its directors and executive officers may be deemed
participants in the solicitation of proxies from Longview’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 Longview is contained in the
Registration Statement for the Business Combination, 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 email@example.com. Additional information
regarding the interests of such participants is contained in the
Butterfly and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of Longview 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 is contained in the Registration Statement.
This filing pursuant to Rule 425 under the Securities Act of 1933,
as amended (the “Securities Act”), includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. Longview’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, Longview’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 Longview’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; (9) the
success, cost and timing of Butterfly’s and the combined company’s
product development activities; (10) 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; (11) the inability of Butterfly or the combined
company to identify, in-license or acquire additional technology;
(12) the inability of Butterfly or the combined company to maintain
Butterfly’s existing license, manufacturing, supply and
distribution agreements; (13) the inability of Butterfly or the
combined company to compete with other companies currently
marketing or engaged in the development of products and services
that Butterfly is currently marketing or developing; (14) 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;
(15) 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;
(16) Butterfly’s and the combined company’s estimates regarding
expenses, future revenue, capital requirements and needs for
additional financing; (17) Butterfly’s and the combined company’s
financial performance; (18) the impact of COVID-19 on Butterfly’s
business and/or the ability of the parties to complete the Business
Combination; and (19) 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 Longview’s other filings with the
Longview and Butterfly caution that the foregoing list of factors
is not exclusive. Longview and Butterfly caution readers not to
place undue reliance upon any forward-looking statements, which
speak only as of the date made. Longview and Butterfly do 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
No Offer or Solicitation
This filing pursuant to Rule 425 under the Securities Act shall not
constitute a solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the Business
Combination. This press release 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 of 1933, as