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 8, 2018
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)
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)) |
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 2.02 Results of Operations and Financial Condition.
On January 8, 2018, ViewRay, Inc. issued a press release announcing its preliminary financial results for the fiscal quarter ended December 31, 2017 and fiscal year ended December 31, 2017. The press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02 of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), or incorporated by reference in any filing of ViewRay, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 7.01 Regulation FD Disclosure.
The information set forth under Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
The information in this Item 7.01 of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act, or incorporated by reference in any filing of ViewRay, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release dated January 8, 2018. | |
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.
| VIEWRAY, INC. | ||||||
| Dated: January 8, 2018 | By: | /s/ Chris A. Raanes | ||||
| Name: Chris A. Raanes | ||||||
| Title: Chief Executive Officer | ||||||
Exhibit 99.1
ViewRay Announces Preliminary Fourth Quarter and Fiscal Year 2017 Results
CLEVELAND, OH January 8, 2018 — ViewRay, Inc. (Nasdaq: VRAY) today announced preliminary results for the fourth quarter and full fiscal year ended December 31, 2017. The preliminary results reported have not been audited and are subject to change.
Fourth Quarter & Full Year 2017 Preliminary Highlights:
| • | Recognized revenue on 4 MRIdian Linac systems in Q4 2017. This resulted in total 2017 revenue of approximately $34 million primarily from 6 MRIdian Linac systems. |
| • | Received new orders for MRIdian Linac systems in Q4 2017 totaling approximately $34 million, compared to orders totaling $24.3 million in Q4 2016. |
| • | Received new orders for MRIdian Linac systems in 2017 totaling over $110 million, compared to orders totaling $77.0 million in 2016. |
| • | Total backlog grew to over $200 million, as of December 31, 2017, up from $133.2 million as of December 31, 2016. |
| • | Total cash and cash equivalents of approximately $57 million at December 31, 2017. |
“In the fourth quarter we saw continued momentum in new orders for the MRIdian Linac,” said Chris A. Raanes, president and chief executive officer of ViewRay. “We completed the shipment or installation of 5 MRIdian Linac systems in the fourth quarter, but expect to recognize revenue of approximately $7 million on one of them in a subsequent period.”
About ViewRay
ViewRay®, Inc. (Nasdaq: VRAY), designs, manufactures and markets the MRIdian® 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 purposely built to deliver high-precision radiation without unnecessary beam distortion, and consequently, help to mitigate skin toxicity and other safety concerns that may otherwise 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. Statements in this press release that are not purely historical are forward-looking statements. Such forward-looking statements include, among other things, the rate of new orders, upgrades and installations. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the timing, results and other uncertainties associated with the satisfaction of revenue criteria, 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, the ability to commercialize MRIdian Linac System, competition in the industry in which ViewRay operates and overall market conditions. 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, 2016 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017. 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.
Contact:
| Investor Relations: | Media Enquiries: | |||
| Ajay Bansal | Michael Saracen | |||
| Chief Financial Officer | Vice President, Marketing | |||
| 1-844-MRIdian (674-3426) | Phone: +1 408-242-2994 | |||
| Email: media@viewray.com |