Butterfly Network signs five-year ultrasound tech license agreement with Midjourney

Rhea-AI Filing Summary

Butterfly Network, Inc. (BFLY) entered into a five-year Co-Development and Licensing Agreement with Midjourney, Inc. through its subsidiary BFLY Operations, Inc. The deal gives Midjourney an exclusive, non-transferable license in a defined field to use Butterfly’s semiconductor-based ultrasound-on-chip technology, related software, and backend systems. Butterfly will receive a one-time non-recurring fee of $15 million plus a $10 million annual license fee, payable quarterly during the term.

The Agreement also allows Butterfly to earn up to $9 million in additional milestone payments, revenue-sharing tied to Midjourney’s commercialization of hardware using Butterfly chips, and payments on any chip purchases. The contract includes customary confidentiality and intellectual property provisions, early termination rights for certain breaches or insolvency events, and an option for Midjourney to upgrade its license in specified circumstances.

Insights

Technology licensing and revenue model analyst

Butterfly secures multi-year, multi-component licensing revenues tied to its ultrasound-on-chip platform.

Butterfly Network has signed a five-year Co-Development and Licensing Agreement granting Midjourney an exclusive, non-transferable license in a defined field to use its semiconductor-based ultrasound-on-chip technology, software, and backend systems. The structure combines a one-time non-recurring fee of $15 million with a recurring annual license fee of $10 million, payable quarterly, creating a blend of immediate and ongoing revenue.

Beyond these fixed components, the agreement adds potential upside: up to $9 million in milestone payments, revenue sharing from Midjourney’s commercialization of hardware products that incorporate Butterfly chips, and payments for any chip purchases from Butterfly. These elements tie part of Butterfly’s economics directly to Midjourney’s product success, while the exclusive license in a specified field may help protect Butterfly’s position there.

The five-year term, with provisions for earlier termination upon certain breaches or insolvency events, and the inclusion of confidentiality, intellectual property ownership, license-back terms, and an option for Midjourney to upgrade its license, define the risk and flexibility framework. Future company filings describing milestone achievements, commercial hardware launches, or chip purchase volumes would clarify how much of the contingent revenue streams are realized over the agreement’s life.

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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): November 17, 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 1.01. Entry into a Material Definitive Agreement.

On November 17, 2025, Butterfly Network, Inc. (the “Company”), through its wholly owned subsidiary BFLY Operations, Inc., entered into a Co-Development and Licensing Agreement (the “Agreement”) with Midjourney, Inc. (“Midjourney”) relating to the Company’s semiconductor-based ultrasound technology. Pursuant to the Agreement, the Company has granted Midjourney an exclusive, non-transferable license, within a specified field of use, to access and use certain of the Company’s ultrasound-on-chip technology, software, and backend technology, subject to the Agreement.

Under the terms of the Agreement, Midjourney will pay the Company a one-time non-recurring fee of $15 million and a $10 million annual license fee, payable quarterly during the term of the Agreement. The Agreement also contemplates that Midjourney will make (i) additional payments of up to $9 million upon the achievement of specified milestones, (ii) certain revenue sharing payments in connection with Midjourney’s commercialization of hardware products incorporating Company chips, and (iii) payments in connection with any purchases of chips from the Company.

The Agreement has a five-year term, subject to earlier termination for certain breaches and insolvency events. The Agreement also includes customary confidentiality, intellectual property ownership and license-back provisions and provides Midjourney an option to upgrade its license in certain circumstances.

The foregoing description of the terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
			By:			/s/ Joseph M. DeVivo
			Name:			Joseph M. DeVivo
			Title:			Chief Executive Officer, President, and Chairman of the Board
Date: November 18, 2025

FAQ

What agreement did Butterfly Network (BFLY) announce with Midjourney, Inc.?

Butterfly Network announced a five-year Co-Development and Licensing Agreement with Midjourney, Inc., giving Midjourney an exclusive, non-transferable license in a specified field to use Butterfly’s semiconductor-based ultrasound-on-chip technology, software, and backend technology.

How much will Butterfly Network receive upfront and annually under the Midjourney agreement?

Butterfly Network will receive a one-time non-recurring fee of $15 million and a $10 million annual license fee, which is payable quarterly during the five-year term of the Agreement.

Are there additional potential payments to Butterfly Network from the Midjourney deal?

Yes. Butterfly may receive up to $9 million in milestone payments, revenue-sharing payments from Midjourney’s commercialization of hardware products that use Butterfly chips, and payments for any chip purchases that Midjourney makes from Butterfly.

How long is the Butterfly Network–Midjourney licensing agreement in effect?

The Agreement has a five-year term, with the possibility of earlier termination in certain cases, such as specified breaches or insolvency events.

What intellectual property protections are included in Butterfly Networks agreement with Midjourney?

The Agreement includes confidentiality, intellectual property ownership, and license-back provisions, and also gives Midjourney an option to upgrade its license in certain circumstances.

Which Butterfly Network entity is party to the Midjourney agreement?

The Agreement is entered into by Butterfly Network, Inc. through its wholly owned subsidiary BFLY Operations, Inc., with Midjourney, Inc. as the counterparty.

Where will investors be able to see the full Butterfly–Midjourney agreement text?

The company plans to file the full Agreement as an exhibit to its Annual Report on Form 10-K for the fiscal year ending December 31, 2025.