8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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): July 17, 2023

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ViewRay, Inc.

(Exact name of Registrant as Specified in Its Charter)

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Delaware	001-37725	42-1777485
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1099 18th Street, Suite 3000, Denver, Colorado 80202

(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)

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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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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
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 o

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. o

Item 3.01.    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 17, 2023, ViewRay, Inc. (the “Company”) was notified by The Nasdaq Stock Market (“Nasdaq”) that the Company’s common stock will be delisted from the Nasdaq Global Select Market as a result of (i) its filing for protection under Chapter 11 of the U.S. Bankruptcy Code, and (ii) concerns regarding the Company’s ability to sustain compliance with the $1.00 per share minimum bid price requirement for continued inclusion on Nasdaq based on Listing Rule 5450(a)(1).

Trading of the Company’s common stock will be suspended as of the open business on July 26, 2023, and Nasdaq will apply to the Securities and Exchange Commission to delist the common stock upon completion of all applicable procedures.

The Company anticipates that effective July 26, 2023, the common stock of the Company will commence trading on the over-the-counter (“OTC”) market. On the OTC market, shares of the Company’s common stock, which previously traded on the Nasdaq under the symbol “VRAY”, are expected to trade under the symbol “VRAYQ”. Quotes and related Company information are expected to be available at www.otcmarkets.com.

The Company will remain subject to all SEC rules and regulations applicable to reporting companies under the Securities Exchange Act of 1934.

Item 7.01. Regulation FD Disclosure.

Press Release

On July 21, 2023, the Company issued a press release with respect to the Nasdaq’s suspension of trading and commencement of delisting procedures. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Cooperation Agreement with Hudson Executive Capital

On July 19, 2023, Mr. Sai Nanduri, a Senior Investment Analyst employed by Hudson Executive Capital LP, informed the Board of Directors (the “Board”) of the Company that Mr. Nanduri was resigning from his position as an observer to the Board, effective immediately.

****

Cautionary Information Regarding Trading in the Company’s Securities

The Company cautions that trading in the Company’s securities during the pendency of the Company’s Chapter 11 proceedings is highly speculative and poses substantial risks. Trading prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders of the Company’s common stock in such proceedings. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated July 21, 2023
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.

	VIEWRAY, INC.
Date: July 21, 2023	By:	/s/ Sanket Shah
		Sanket Shah
		General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

ViewRay® Announces Commencement of Nasdaq Delisting Proceedings: Common Stock Expected to Begin Trading on the OTC Markets

DENVER, CO, July 21, 2023— ViewRay, Inc. (the “Company”) (Nasdaq: VRAY) announced today that on July 17, it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”). Nasdaq has determined that due to the Company’s voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code, and concerns about the Company’s ability to sustain compliance with the $1.00 per share minimum bid price requirement for continued inclusion on Nasdaq based on Listing Rule 5450(a)(1), the Company’s securities will be delisted from the Nasdaq Stock Market. The Company does not intend to appeal Nasdaq’s determination.

Trading of the Company’s common stock will be suspended at the opening of business on July 26, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission (“SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market. Once the delisting from Nasdaq takes effect, the Company’s common stock is expected to begin trading on the over-the counter (“OTC”) markets. On the OTC market, shares of the Company’s common stock, which previously traded on Nasdaq under the symbol “VRAY”, are expected to trade under the symbol “VRAYQ”.

The transition to the OTC markets will not affect the Company’s intention to continue to operate in the normal course while in chapter 11. The Company will remain subject to the public reporting requirements of the SEC following the transfer.

About ViewRay ViewRay, Inc. (Nasdaq: VRAY) designs, manufactures, and markets the MRIdian® MRI-Guided Radiation Therapy System. MRIdian is built upon a proprietary high-definition MR imaging system designed from the ground up to address the unique challenges and clinical workflow for advanced radiation oncology. Unlike MR systems used in diagnostic radiology, MRIdian's high-definition MR was purpose-built to address specific challenges, including beam distortion, skin toxicity, and other concerns that potentially may arise when high magnetic fields interact with radiation beams. ViewRay and MRIdian are registered trademarks of ViewRay, Inc.

Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act. Statements in this press release that are not purely historical are forward-looking statements. Such forward-looking statements include, among other things, ViewRay's financial guidance for the full year 2023, anticipated future orders, anticipated future operating and financial performance, treatment results, therapy adoption, innovation, and the performance of the MRIdian systems. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the ability to commercialize the MRIdian Linac System, demand for ViewRay's products, the ability to convert backlog into revenue, the timing of delivery of ViewRay's products, the timing, length, and severity of the COVID-19 pandemic, including its impacts across our businesses on demand, our operations and global supply chains, the results and other uncertainties associated with clinical trials, the ability to raise the additional funding needed to continue to pursue ViewRay's business and product development plans, the inherent uncertainties associated with developing new products or technologies, competition in the industry in which ViewRay operates, overall market conditions, risks attendant to the bankruptcy process, the impact of the expected delisting of the Company’s common stock from Nasdaq and the expected trading of the Company’s common stock on the OTC markets, employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties, the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 proceedings; and the impact and timing of any cost-savings measures and related local law

Exhibit 99.1

requirements in various jurisdictions. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to ViewRay's business in general, see ViewRay's current and future reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its Quarterly Reports on Form 10-Q, as updated periodically with the Company's other filings with the SEC. These forward-looking statements are made as of the date of this press release, and ViewRay assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law.

Inquiries:

Investor Relations:

ViewRay, Inc.

1-844-MRIdian (674-3426)

Email: investors@viewray.com

XML

Cover	Jul. 21, 2023
Cover [Abstract]
Entity Central Index Key	0001597313
Amendment Flag	false
Document Type	8-K
Document Period End Date	Jul. 17, 2023
Entity Registrant Name	ViewRay, Inc.
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37725
Entity Tax Identification Number	42-1777485
Entity Addresses [Line Items]
Entity Address, Address Line One	1099 18th Street, Suite 3000
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
Local Phone Number	703-3210
Written Communications	false
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	VRAY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
City Area Code	440