Item 1.01. Entry into a Material Definitive
On December 3, 2019, ViewRay, Inc. (the “Company”) issued and
sold an aggregate of 47,782,500 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, pursuant to an underwriting
agreement dated December 3, 2019 (the “Underwriting
Agreement”) by and among the Company and Piper Jaffray &
Co., as representative of the several underwriters named therein
(the “Underwriters”), at a price of $3.13 per share to the public.
The Shares were sold in a 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
$137.1 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
working capital and general corporate purposes, including capital
expenditures, research and development expenses, investments,
commercial expenses, clinical data generation costs and
A copy of the opinion of Cravath Swaine & Moore LLP
relating to the validity of the Shares is filed as Exhibit 5.1
hereto and is incorporated by reference into the Registration
Item 9.01 Financial Statements and Exhibits.