Warrants

12 Months Ended

Dec. 31, 2022

Warrants and Rights Note Disclosure [Abstract]

Equity Classified Common Stock Warrants

In connection with the merger of ViewRay, Inc. and ViewRay Technologies, Inc. in July 2015, or the Merger, in July and August 2015, the Company conducted a private placement offering as part of which the Company issued warrants, or the 2015 Placement Warrants, that provide the warrant holder the right to purchase 198,760 shares of common stock at an exercise price of $5.00 per share. The 2015 Placement Warrants are exercisable at any time at the option of the holder until the five-year anniversary of their date of issuance. During the year ended December 31, 2018, the Company issued 92,487 shares of its common stock upon the net exercise of 2015 Placement Warrants to purchase 159,010 shares. The remaining 39,750 shares of 2015 Placement Warrants expired in July and August 2020 and none remained outstanding at December 31, 2022.

In connection with the March 2018 Direct Registered Offering, the Company issued warrants to purchase 1,418,116 shares of common stock at an exercise price of $8.31 per share. The 2018 Offering Warrants became exercisable upon issuance and expire in March 2025. None of the 2018 Offering Warrants have been exercised to date and they all remained outstanding at December 31, 2022.

As separate classes of securities were issued in a bundled transaction, the gross proceeds from the March 2018 Direct Registered Offering of $59.1 million were allocated to common stock, Series A convertible preferred stock and the 2018 Offering Warrants based on their respective relative fair value upon issuance. The aggregate fair value of the 2018 Offering Warrants of $7.4 million was estimated using the Black-Scholes option-pricing model with the following assumptions:


			Upon Issuance
Common Stock Warrants:
Expected term (in years)			7.0
Expected volatility (%)			62.5%
Risk-free interest rate (%)			2.8%
Expected dividend yield (%)			0%

The allocated proceeds from the 2018 Offering Warrants of $6.6 million was recorded in additional paid-in-capital.

Liability Classified Common Stock Warrants

In connection with the 2017 and 2016 Private Placements, the Company issued the 2017 and 2016 Placement Warrants, that provide the warrant holder the right to purchase 1,720,512 and 1,380,745 shares of common stock. The 2017 and 2016 Placement Warrants contain protection whereby the warrant holders will have the right to receive cash in the amount equal to the Black-Scholes value of the warrants upon the occurrence of a change in control, as defined in the agreement. The 2017 and 2016 Placement Warrants were accounted for as a liability at the date of issuance and are adjusted to fair value at each balance sheet date, with the change in fair value recorded as a component of other income (expense), net in the

consolidated statements of operations and comprehensive loss. The key terms and activity of the 2017 and 2016 Placement Warrants are summarized as follows:


	Issuance Date	Term	Exercise Price Per Share		Warrants Exercised during the Year Ended December 31, 2021	Warrants Outstanding at December 31, 2021	Warrants Exercised during the Year Ended December 31, 2022	Warrants Outstanding at December 31, 2022

2017 Placement Warrants	January 2017	7 years	$	3.17	118,868	1,500,022	—	1,500,022
2016 Placement Warrants	August and September 2016	7 years	$	2.95	552	536,711	—	536,711
Total					119,420	2,036,733	—	2,036,733

As separate classes of securities were issued in a bundled transaction, the gross proceeds of $26.1 million and $13.8 million from the 2017 and 2016 Private Placement were allocated first to the 2017 and 2016 Placement Warrants based on their fair value upon issuance, and the residuals were allocated to common stock. The fair value upon issuance of $3.4 million and $2.7 million were estimated using the Black-Scholes option-pricing model using the following assumptions:


	Upon Issuance
	2017 Placement Warrants	2016 Placement Warrants

Expected term (in years)	7.0	7.0
Expected volatility (%)	62.9%	61.6%
Risk-free interest rate (%)	2.2%	1.4%
Expected dividend yield (%)	0%	0%

The following table summarizes the change in fair value the Company recognized related to its 2017 and 2016 Placement Warrants in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2022, 2021, and 2020:


	December 31, 2022		December 31, 2021		December 31, 2020
Gain (loss) on 2017 Placement Warrants	$	714	$	(1,705)	$	367
Gain (loss) on 2016 Placement Warrants	1,903		(579)		142
	$	2,617	$	(2,284)	$	509

The fair value of the 2017 and 2016 Placement Warrants at December 31, 2022 and 2021 was estimated using the Black-Scholes option-pricing model and the following weighted-average assumptions:


	2017 Placement Warrants		2016 Placement Warrants
	December 31, 2022	December 31, 2021	December 31, 2022	December 31, 2021

Expected term (in years)	1.0	2.0	0.6	1.6
Expected volatility	82.9%	86.0%	82.7%	85.5%
Risk-free interest rate	4.7%	0.4%	4.8%	0.3%
Expected dividend yield	0%	0%	0%	0%