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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/07/20 ViewRay, Inc. 8-K:1,9 10/01/20 11:221K ActiveDisclosure/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-10.1 Material Contract HTML 33K 7: R1 Document and Entity Information HTML 46K 9: XML IDEA XML File -- Filing Summary XML 12K 6: XML XBRL Instance -- vray-8k_20201001_htm XML 14K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.LAB XBRL Labels -- vray-20201001_lab XML 56K 5: EX-101.PRE XBRL Presentations -- vray-20201001_pre XML 34K 3: EX-101.SCH XBRL Schema -- vray-20201001 XSD 18K 10: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 11: ZIP XBRL Zipped Folder -- 0001564590-20-045953-xbrl Zip 17K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 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): i October 1, 2020
i ViewRay, Inc.
(Exact name of Registrant as Specified in Its Charter)
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i Delaware |
i 42-1777485 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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i 2 Thermo Fisher Way i Oakwood Village, i Ohio |
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i 44146 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: ( i 440) i 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):
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i ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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i ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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i ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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i ☐ |
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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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i Common Stock, par value $0.01 |
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i VRAY |
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i 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 i ☐
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 October 1, 2020, ViewRay, Inc. (“ViewRay”) entered into that certain Agreement (the “Agreement”) by and among ViewRay, ViewRay Technologies, Inc. and Siemens, Healthcare GmbH (“Siemens”).
The Agreement (i) amends certain provisions of that certain Development and Supply Agreement, dated as of May 29, 2008 (as amended from time to time and as may be further amended, the “MRI Agreement”) pursuant to which Siemens supplies ViewRay with a magnetic resonance imaging (“MRI”) system for integration into ViewRay’s MRIdian Linac, (ii) sets forth the parties’ understanding with respect to the supply of certain other components that are integrated into ViewRay’s MRIdian Linac and (iii) contains certain covenants relating to the proposed acquisition of Varian Medical Systems, Inc. (“Varian”) by Siemens.
With respect to the MRI Agreement, the Agreement provides that, among other things, (i) upon Siemens’ development of a new or upgraded MRI system that meets certain specified conditions within the next five years, ViewRay shall have certain co-development and supply rights, (ii) the price for the next generation MRI system developed by Siemens shall not deviate substantially from the indicative pricing previously agreed by the parties, (iii) Siemens shall ensure supply continuity when transitioning to successive generations of the MRI system (subject to certain conditions and limitations) and (iv) the exclusivity restriction applicable to ViewRay shall terminate in the event that Siemens decides to develop, integrate or manufacture any MRI system intended for an MR Linac application internally or with a third party other than ViewRay.
In connection with and subject to the consummation of the proposed acquisition of Varian by Siemens, the Agreement provides that, among other things, (i) confidential ViewRay information shall not be shared with Varian, (ii) Siemens shall cause the dismissal of Varian’s patent infringement lawsuit against ViewRay (Case No. 3:19-cv-05697 (N.D. Cal.)) and grant ViewRay a license to the patents that are the subject of the lawsuit and (iii) Siemens and ViewRay shall negotiate a commercially reasonable arrangement enhancing the compatibility, connectivity, interface and workflow between ViewRay’s MRIdian Linac and Siemens’ relevant portfolio elements.
The foregoing description of the Agreement is only a summary and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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ExhibitNumber |
Description |
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10.1*† |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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* |
Certain identified information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the Company if publicly disclosed. |
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† |
Portions of this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted portions of the exhibit upon request. |
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.
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VIEWRAY, INC. |
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Date: October 7, 2020 |
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By: |
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Senior Vice President, General Counsel and Corporate Secretary |
| This ‘8-K’ Filing | Date | Other Filings | ||
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| Filed as of: | 10/7/20 | None on these Dates | ||
| Filed on: | 10/6/20 | |||
| For Period end: | 10/1/20 | |||
| 5/29/08 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/28/23 ViewRay, Inc. 10-K/A 12/31/22 13:1.2M Workiva Inc Wde… FA01/FA 2/28/23 ViewRay, Inc. 10-K 12/31/22 101:12M Workiva Inc Wde… FA01/FA 2/25/22 ViewRay, Inc. 10-K 12/31/21 96:10M Workiva Inc Wde… FA01/FA 3/05/21 ViewRay, Inc. 10-K 12/31/20 97:15M ActiveDisclosure/FA 1/06/21 ViewRay, Inc. 424B2 1:522K Donnelley … Solutions/FA 1/04/21 ViewRay, Inc. 424B5 1:524K Donnelley … Solutions/FA 11/06/20 ViewRay, Inc. 10-Q 9/30/20 74:9.5M ActiveDisclosure/FA |