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): May 5, 2022

_________________________________________________

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):

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

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

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

o 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 o

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. o

Item 2.02 Results of Operations and Financial Condition.

On May 5, 2022, ViewRay, Inc. (“ViewRay” or the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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 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.

Spokespersons of ViewRay, Inc. (“ViewRay”) plan to present the information in the presentation attached hereto as Exhibit 99.2 to analysts and investors from time to time on or after May 5, 2022. The presentation will be available on the Investor Relations page at Company’s website at: http://investors.viewray.com.

The furnishing of the attached presentation is not an admission as to the materiality of any information therein. The information contained in the presentation is summary information that is intended to be considered in the context of more complete information included in ViewRay’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that ViewRay has made and may make from time to time by press release or otherwise. ViewRay undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures. For important information about forward looking statements, see the slide titled “Forward-Looking Statements & Disclaimer” in Exhibit 99.2 attached hereto.

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 and Exhibit 99.2 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, or incorporated by reference in any filing of the Company 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 May 5, 2022 announcing financial results for the quarter ended March 31, 2022.
99.2	ViewRay Q1 2022 Earnings Conference Call Presentation.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

	VIEWRAY, INC.
Date: May 5, 2022	By:	/s/ Robert S. McCormack
		Robert S. McCormack
		Chief Legal Officer

EX-99.1

Exhibit 99.1

ViewRay Announces First Quarter 2022 Results

CLEVELAND, May 5, 2022 — ViewRay, Inc. (Nasdaq: VRAY) (the "Company") today announced financial results for the first quarter ended March 31, 2022.

First Quarter 2022 Highlights

•Total revenue for the first quarter 2022 was approximately $18.9 million, primarily from three revenue units, compared to approximately $15.5 million, primarily from two revenue units, in the first quarter of 2021.

•Received seven new orders for MRIdian systems totaling $40.9 million.

•Total backlog increased to $330.9 million as of March 31, 2022, compared to approximately $264.3 million as of March 31, 2021.

•Cash and cash equivalents, inclusive of a customer deposit reflected in restricted cash was $183.2 million as of March 31, 2022. Cash usage as of March 31, 2022 was approximately $35.2 million, consistent with historical seasonality trends.

“Our performance in the first quarter 2022 demonstrates strong customer demand and progress on our mission to improve the paradigm of care for cancer patients globally, despite the on-going macroeconomic challenges,” said Scott Drake, President and CEO.“MRIdian's clinical, strategic, and economic value propositions continue to gain momentum with customers. Our accelerating installation cycle also positions us well on our path to deliver industry-leading revenue growth, expand gross margin and achieve cash flow breakeven.”

Financial Results

Total revenue for the three months ended March 31, 2022 was $18.9 million compared to $15.5 million for the same period last year.

Total cost of revenue for the three months ended March 31, 2022 was $18.8 million compared to $15.2 million for the same period last year.

Total gross profit for the three months ended March 31, 2022 was $0.1, compared to $0.3 for the same period last year.

Total operating expenses for the three months ended March 31, 2022 were $27.6 million, compared to $25.0 million for the same period last year.

Net loss for the three months ended March 31, 2022 was $25.8 million, or $(0.14) per share, compared to $26.7 million, or $(0.17) per share, for the same period last year.

ViewRay had total cash and cash equivalents of $180.1 million at March 31, 2022.

Financial Guidance

The Company reiterated its 2022 guidance of total revenue in the range of $84 million to $104 million, and total cash usage to be in the range of $68 million to $83 million.

Conference Call and Webcast

ViewRay will hold a conference call to discuss results on Thursday, May 5, 2022 at 4:30 p.m. ET / 1:30 p.m. PT. The dial-in numbers are (844) 277-1426 for domestic callers and (336) 525-7129 for international callers. The conference ID number is 9988699. A live webcast of the conference call will be available on the investor relations page of ViewRay's corporate website at http://investors.viewray.com/events-and-presentations/upcoming-events.

After the live webcast, a replay will remain available online on the investor relations page of ViewRay's website, under "Financial Events and Webinars", for 14 days following the call. In addition, a telephonic replay

of the call will be available until May 12, 2022. The replay dial-in numbers are (855) 859-2056 for domestic callers and (404) 537-3406 for international callers. Please use the conference ID number 9988699.

About ViewRay®

ViewRay, Inc. (Nasdaq: VRAY), designs, manufactures, and markets the MRIdian® MR-Guided 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 purpose-built to address specific challenges, including beam distortion, skin toxicity, and other concerns that potentially may 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 within the meaning of Section 27A of the Private Securities Litigation Reform Act. Statements in this press release that are not purely historical are forward-looking statements. Such forward-looking statements include, among other things, ViewRay's financial guidance for the full year 2022, anticipated future orders, anticipated future operating and financial performance, treatment results, therapy adoption, innovation, and the performance of the MRIdian systems. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the ability to commercialize the MRIdian Linac System, demand for ViewRay's products, the ability to convert backlog into revenue, the timing of delivery of ViewRay's products, the timing, length, and severity of the COVID-19 pandemic, including its impacts across our businesses on demand, our operations and global supply chains, disruptions in the supply or changes in costs of raw materials, labor, product components or transportation services as a result of inflation, the results and other uncertainties associated with 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, 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, 2021 and its Quarterly Reports on Form 10-Q, as updated periodically with the Company's other filings with the SEC. 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..

VIEWRAY, INC.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(In thousands, except share and per share data)

	Three Months Ended March 31,
	2022		2021
Revenue:
Product	$	13,426	$	11,379
Service	5,331		4,027
Distribution rights	119		119
Total revenue	18,876		15,525
Cost of revenue:
Product	13,766		10,685
Service	5,016		4,518
Total cost of revenue	18,782		15,203
Gross profit	94		322
Operating expenses:
Research and development	7,870		6,510
Selling and marketing	6,884		2,848
General and administrative	12,814		15,639
Total operating expenses	27,568		24,997
Loss from operations	(27,474)		(24,675)
Interest income	5		2
Interest expense	(1,064)		(1,058)
Other (expense) income, net	2,759		(1,012)
Loss before provision for income taxes	$	(25,774)	$	(26,743)
Provision for income taxes	—		—
Net loss and comprehensive loss	$	(25,774)	$	(26,743)
Net loss per share, basic and diluted	$	(0.14)	$	(0.17)
Weighted-average common shares used to compute net loss per share attributable to common stockholders, basic and diluted	179,740,732		160,138,327
Gross Orders	$	40,880	$	40,850
Backlog	$	330,894	$	264,284

VIEWRAY, INC.

Consolidated Balance Sheets

(Unaudited)

(In thousands, except share and per share data)

	March 31, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	180,061	$	218,348
Accounts receivable	28,002		21,659
Inventory, net of allowance of $1,676 and $3,071, respectively	26,080		29,617
Deposits on purchased inventory	7,153		4,778
Deferred cost of revenue	5,439		3,342
Prepaid expenses and other current assets	5,285		5,803
Total current assets	252,020		283,547
Property and equipment, net	20,357		20,242
Restricted cash	4,596		1,460
Intangible assets, net	43		44
Right-of-use assets	9,080		9,661
Other assets	11,991		6,853
TOTAL ASSETS	$	298,087	$	321,807
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,252	$	9,199
Accrued liabilities	18,427		26,555
Customer deposits	27,377		20,784
Operating lease liability, current	2,633		2,561
Current portion of long-term debt	8,056		3,222
Deferred revenue, current	13,879		13,920
Total current liabilities	79,624		76,241
Deferred revenue, net of current portion	7,507		4,232
Long-term debt	49,282		54,031
Warrant liabilities	3,965		6,795
Operating lease liability, noncurrent	7,373		8,066
Other long-term liabilities	2,831		2,647
TOTAL LIABILITIES	150,582		152,012
Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value of $0.01 per share; 10,000,000 shares authorized at March 31, 2022 and December 31, 2021; no shares issued and outstanding at March 31, 2022 and December 31, 2021	—		—
Common stock, par value of $0.01 per share; 300,000,000 shares authorized at March 31, 2022 and December 31, 2021; 180,442,026 and 179,206,456 shares issued and outstanding at March 31, 2022 and December 31, 2021	1,794		1,782
Additional paid-in capital	908,617		905,145
Accumulated deficit	(762,906)		(737,132)
TOTAL STOCKHOLDERS’ EQUITY	147,505		169,795
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	298,087	$	321,807

Contact:

Investor Relations:

Matt Harrison

Investor Relations

ViewRay, Inc.

1-844-MRIdian (674-3426)

Email: investors@viewray.com

Media Enquiries:

Samantha Pfeil

Marketing Communications

ViewRay, Inc.

Email: media@viewray.com

EX-99.2

Earnings Call – Q1 2022 May 5, 2022 Exhibit 99.2

2©2022 ViewRay Technologies, Inc. All rights reserved. Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act. Statements in this presentation that are not purely historical are forward-looking statements. Such forward-looking statements include, among other things, ViewRay's financial guidance for the full year 2022, anticipated future orders, anticipated future operating and financial performance, treatment results, therapy adoption, innovation, and the performance of the MRIdian systems. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the ability to commercialize the MRIdian Linac System, demand for ViewRay's products, the ability to convert backlog into revenue, the timing of delivery of ViewRay's products, the timing, length, and severity of the COVID-19 pandemic, including its impacts across our businesses on demand, our operations and global supply chains, disruptions in the supply or changes in costs of raw materials, labor, product components or transportation services as a result of inflation, the results and other uncertainties associated with 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, 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, 2021 and its Quarterly Reports on Form 10-Q, as updated periodically with the Company's other filings with the SEC. These forward- looking statements are made as of the date of this presentation, 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. Individual customer and patient results are illustrative only and are not predictive of future results. The opinions and clinical experiences presented herein are specific to the featured physicians and the featured patients and are for information purposes only. Nothing in this material is intended to provide specific medical advice or to take the place of written law or regulations. ViewRay issued a press release and presentation for today’s call. The presentation can be viewed live on the webcast or downloaded from the “financial events and webinars” portion of our website at www.investors.viewray.com. The call is being broadcast and webcast live, and a replay will be available for 14 days. Listeners are cautioned that comments made by management during this presentation may include forward-looking statements within the meaning of federal securities laws. These statements involve material risks and uncertainties, and actual results could differ from those projected in any forward-looking statement due to numerous factors. For a description of these risks and uncertainties, please see ViewRay's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and its Quarterly Reports on Form 10-Q, as updated periodically with the company's other SEC filings. Furthermore, the content of this conference call contains time-sensitive information accurate only as of today, May 5, 2022. ViewRay undertakes no obligation to revise or otherwise update any statements to reflect events or circumstances after the date of this presentation. Medical advice disclaimer: ViewRay is a medical device manufacturer and cannot and does not recommend specific treatment approaches. Individual results may vary. Forward-looking statements and disclaimer

3©2022 ViewRay Technologies, Inc. All rights reserved. What we achieved – financial results Q1 2022 Q1 2022 Q1 2021 Change MRIdian orders 7 7 - MRIdian backlog $330.9M $264.3M 25% Revenue $18.9M $15.5M 22% Cash use $35.2M $28.1M +7m (1) Excluding net proceeds from equity offering. (1)

4©2022 ViewRay Technologies, Inc. All rights reserved. Thousands of patients with clinically reported outcomes. MRIdian therapy adoption accelerating 2021 Future (~3 years) 18k 48 2x (again) 4x (again) Driving rapid growth and therapy adoption 4k 24 Then (3 years ago) Systems installed(1) Patients Treated(2) 1. Internal and historical company data 2.12/31/2021 MRIdian log data

5©2022 ViewRay Technologies, Inc. All rights reserved. Install stage 10 Clear line of sight to >100 MRIdian installations Further enhanced by growing commercial pipeline Installed systems 50 Systems backlog 60 MRIdian Programs 120= Accelerating robust commercial pipeline ~ ~

6©2022 ViewRay Technologies, Inc. All rights reserved. Innovation • MIRAGE • SCIMITAR • SMART Pancreas data having an impact Clinical • MRIdian A3i • Improved throughput • Brain treatment package • Enhanced ease of use Innovation • Accelerating breadth and depth of pipeline Commercial Strategic clarity. Execution excellence. Clinical Commercial

7©2022 ViewRay Technologies, Inc. All rights reserved. Patient awareness initiatives gaining traction

8©2022 ViewRay Technologies, Inc. All rights reserved. Strategy accelerating results ViewRay strategy MRIdian value Customer results Multi- dimensional strategy Clinical evidence Innovation advancements Commercial pipeline Patient awareness Clinical Strategic Economic Customers are buying multiple MRIdians Competitive market pressure for MRIdian therapy Expanded therapy adoption

9©2022 ViewRay Technologies, Inc. All rights reserved. Successful MRIdian programs driving adoption Similar markets • California • Northeast • France • Italy • UK … growing list of MSA’s/countries Florida Denver, CO Atlanta, GA S. America Future programActive program

10©2022 ViewRay Technologies, Inc. All rights reserved. Sustainable, high-quality, long-term rev. growth 7 Q1 22 MRIdian System orders ~$80M Future contractual revenue Estimated revenue per system System revenue $6M Estimated recurring rev. $6M = Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Aggregate ~$80M ~$80M ~$80M ~$80M ~$80M $400M ~ ~ ~ Order value* * *Please note, orders may be revised or cancelled according to their terms or upon mutual agreement between the parties. Therefore, it is difficult to predict with certainty the amount of backlog that will ultimately result in revenue.

11©2022 ViewRay Technologies, Inc. All rights reserved. In 2022… Meaningful operating expense leverage Placements will drive 750 - 1,000 bps of gross margin improvement On track to deliver ~40% revenue growth Well capitalized: sufficient cash on hand to drive to cash flow breakeven Delivering P&L leverage ‘22 and beyond

Financial Results Q1 2022

13©2022 ViewRay Technologies, Inc. All rights reserved. What we achieved – financial results Q1 2022 (1) Excluding net proceeds from equity offering. (2) Inclusive of increase in restricted cash related to a customer deposit. Q1 2022 Q1 2021 Change MRIdian orders 7 7 - MRIdian backlog $330.9M $264.3M 25% Revenue $18.9M $15.5M 22% Gross margin 0.5% 2.1% (1.6%) Cash use $35.2M $28.1M +7m Cash(2) $183.2M (1)

14©2022 ViewRay Technologies, Inc. All rights reserved. Path to cash flow breakeven 3. Effective operating expense and working capital management 2. Cost down measures: product and process driven 1. Accelerating system placements to drive leverage Benefits realized starting in ‘22 and accelerate into ‘23 & beyond

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XML

Cover	May 05, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 05, 2022
Entity Registrant Name	ViewRay, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37725
Entity Tax Identification Number	42-1777485
Entity Address, Address Line One	2 Thermo Fisher Way
Entity Address, City or Town	Oakwood Village
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44146
City Area Code	(440)
Local Phone Number	703-3210
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	VRAY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001597313
Amendment Flag	false