Item 1.01. Entry into a Material Definitive Agreement
On December 3, 2019, ViewRay, Inc. (the Company) issued and sold an aggregate of 47,782,500 shares (the Shares) of the
Companys 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.
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 infrastructure expenses.
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 Statement.