UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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
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 2.02 Results of Operations and Financial Condition.
On January 4, 2021, ViewRay, Inc. (“ViewRay” or the “Company”) issued a press release announcing its preliminary results for the fourth quarter and full fiscal year ended December 31, 2020. The press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02 of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), or incorporated by reference in any filing of ViewRay under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported by the Company in its Current Report on Form 8-K filed on April 8, 2020, several members of the Company’s leadership team, including its named executive officers and non-employee members of the Company’s board of directors, took salary pay cuts and reductions in the board of directors retainer fees effective April 6, 2020 for the remainder of the year, provided that the Company would make whole the officers and board of directors and pay them a lump sum in the amount of the pay cuts realized during 2020 at year end, subject to the Company’s cash position and revenue prospects for 2021 being at appropriate levels. The Company determined that such conditions were satisfied, and as a result, each named executive officer and the board of directors whose pay was reduced during 2020 received a lump sum payment making them whole for such prior salary and retainer fee reductions. Effective December 28, 2020, all salaries and retainer fees were reinstated.
Item 7.01 Regulation FD Disclosure.
The information set forth under Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
The information in this Item 7.01 of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act, or incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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ExhibitNumber |
Description |
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99.1 |
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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 thereunto duly authorized.
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VIEWRAY, INC. |
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Date: January 4, 2021 |
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By: |
/s/ Robert S. McCormack |
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Robert S. McCormack |
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Senior Vice President, General Counsel and Corporate Secretary |