Current Report Filing (8-k)

Date : 12/06/2019 @ 9:12PM
Source : Edgar (US Regulatory)
Stock : ViewRay Inc (VRAY)
Quote : 3.135  -0.025 (-0.79%) @ 11:00PM
ViewRay share price Chart
After Hours
Last Trade
Last $ 3.14 ◊ 0.00 (0.00%)

Current Report Filing (8-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

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): December 3, 2019

 

 

ViewRay, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-37725   42-1777485

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2 Thermo Fisher Way

Oakwood Village, Ohio

  44146
(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)

 

 

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):

 

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

 

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

 

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

 

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  ☒

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 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 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 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description

  1.1    Underwriting Agreement dated December 3, 2019 by and between the Company and Piper Jaffray & Co., as representative of the several underwriters named therein
  5.1    Opinion of Cravath Swaine & Moore LLP
23.1    Consent of Cravath Swaine & Moore LLP (included in Exhibit 5.1)


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 hereunto duly authorized.

 

Dated: December 6, 2019                  VIEWRAY, INC.
    By:  

/s/ Robert McCormack

      Name: Robert McCormack
     

Title:   Senior Vice President, General

    Counsel and Corporate Secretary

ViewRay (NASDAQ:VRAY)
Historical Stock Chart

1 Year : From Jan 2019 to Jan 2020

Click Here for more ViewRay Charts.

ViewRay (NASDAQ:VRAY)
Intraday Stock Chart

Today : Tuesday 28 January 2020

Click Here for more ViewRay Charts.

Latest VRAY Messages

{{bbMessage.M_Alias}} {{bbMessage.MSG_Date}} {{bbMessage.HowLongAgo}} {{bbMessage.MSG_ID}} {{bbMessage.MSG_Subject}}

Loading Messages....


No posts yet, be the first! No {{symbol}} Message Board. Create One! See More Posts on {{symbol}} Message Board See More Message Board Posts
Your Recent History
LSE
GKP
Gulf Keyst..
LSE
QPP
Quindell
FTSE
UKX
FTSE 100
LSE
IOF
Iofina
FX
GBPUSD
UK Sterlin..
Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously.

Register now to create your own custom streaming stock watchlist.

NYSE, AMEX, and ASX quotes are delayed by at least 20 minutes.
All other quotes are delayed by at least 15 minutes unless otherwise stated.

By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions

P: V:us D:20200129 00:11:04