false 0001597313 0001597313 2021-01-07 2021-01-07












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 7, 2021



ViewRay, Inc.

(Exact name of Registrant as Specified in Its Charter)




Delaware   001-37725   42-1777485

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


2 Thermo Fisher Way

Oakwood Village, Ohio

(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code: (440) 703-3210

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 (see General Instructions A.2. below):


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





Name of each exchange

on which registered

Common Stock, par value $0.01    VRAY    The Nasdaq Global Market

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 8.01

Other Events.

On January 4, 2021, ViewRay, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler & Co., as representative of the several underwriters named therein (the “Underwriters”), with respect to the issuance and sale by the Company of 11,856,500 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which included the full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $4.85 per share. The Shares were sold in an underwritten public offering (the “Offering”) pursuant to a registration statement on Form S-3 (File No. 333-229145) (the “Registration Statement”), which was declared effective on February 7, 2019, a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the “Commission”). The Company received net proceeds from the Offering of approximately $53.5 million, after deducting the underwriting discounts and commissions and estimated offering expenses.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company. Additionally, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make due to any such liabilities.

The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital, capital expenditures, continued research and development and commercial expenses.

A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the Shares is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.





  1.1    Underwriting Agreement dated January 4, 2021 by and between the Company and Piper Sandler & Co., as representative of the several underwriters named therein
  5.1    Opinion of Gibson, Dunn & Crutcher LLP
23.1    Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.

Date: January 7, 2021



/s/ Robert S. McCormack

Name:   Robert S. McCormack



Senior Vice President, General

Counsel and Corporate Secretary