Form 8-K

VIEWRAY, INC.

Date: January 27, 2017

/s/ Chris A. Raanes

Chris A. Raanes

Chief Executive Officer

0001193125-17-021770.txt : 20170127 0001193125-17-021770.hdr.sgml : 20170127 20170127160502 ACCESSION NUMBER: 0001193125-17-021770 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170124 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20170127 DATE AS OF CHANGE: 20170127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ViewRay, Inc. CENTRAL INDEX KEY: 0001597313 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 421777485 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37725 FILM NUMBER: 17553744 BUSINESS ADDRESS: STREET 1: 2 THERMO FISHER WAY CITY: OAKWOOD VILLAGE STATE: OH ZIP: 44146 BUSINESS PHONE: 440-703-3210 MAIL ADDRESS: STREET 1: 2 THERMO FISHER WAY CITY: OAKWOOD VILLAGE STATE: OH ZIP: 44146 FORMER COMPANY: FORMER CONFORMED NAME: Mirax Corp DATE OF NAME CHANGE: 20140116 8-K 1 d318820d8k.htm FORM 8-K Form 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): January 24, 2017

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)

(I.R.S. Employer

Identification Number)

2 Thermo Fisher Way

Oakwood Village, Ohio 44146

(Address of principal executive offices, including zip code)

(440) 703-3210

(Registrant’s telephone number, including area code)

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 Instruction 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer.

On January 24, 2017, the Board of Directors (the “Board”) of ViewRay, Inc. (the “Company”) appointed Ted Wang, Ph.D., to serve as a Class II director of the Company until the Company’s 2017 Annual Meeting of Stockholders. To accommodate the appointment, the Board also increased the size of the Board from nine directors to ten directors.

As a non-employee director, Dr. Wang was granted an option to purchase 19,556 shares of the Company’s common stock with an exercise price of $5.30 per share, which is equal to the closing sales price per share of the Company’s common stock on the Nasdaq Global Market on January 24, 2017, pursuant to the terms of the Company’s Equity Incentive Plan and is eligible to receive an annual cash retainer of $40,000 for service on the Board. In addition, the Company has entered into an indemnification agreement with Dr. Wang in connection with his appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company. Dr. Wang was elected as a director in accordance with his nomination to the Board by Puissance Cross Border Opportunities I LP (“Puissance”), a shareholder of the Company, and pursuant to that certain Stockholders’ Agreement (the “Stockholders’ Agreement”), dated as of January 13, 2017, by and among the Company and the Purchasers (as defined therein). A copy of the Stockholders’ Agreement will be filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2016.

Dr. Wang currently serves as the Chief Investment Officer of Puissance Capital Management, of which he was a founder, since January 2015. Prior to that, Dr. Wang was a Partner of Goldman, Sachs & Co. (“Goldman”), which he joined in 1996 and with which he served in many leadership positions, mostly recently as Co-Head of U.S. Equities Trading and Global Co-Head of One Delta Trading and a member of the Goldman Sachs Risk Committee. Prior to joining Goldman, Dr. Wang co-founded Xeotron Corp., a company specializing in DNA biochips in Texas. Dr. Wang holds a Ph.D. in Physics from the University of Minnesota, an M.B.A. from the University of Texas, Austin, and a B.S. from Fudan University, China.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.