VIEWRAY, INC. (NASDAQ:VRAY) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On February26, 2018, ViewRay, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Prior 8-K”) to report that the Company, Fosun International Limited and its wholly-owned subsidiary (“Fosun”) had entered into a Securities Purchase Agreement dated as of February25, 2018 (the “Prior Agreement”) to which the Company had agreed to issue and sell to Fosun 7,090,581 shares of the Company’s common stock and warrants to purchase 1,418,116 shares of the Company’s common stock.
This Form 8-K/A is being filed as an amendment to the Prior 8-K to report that, on March5, 2018, the Company and Fosun agreed to amend and restate the Prior Agreement (as amended and restated, the “Amended Agreement”) to provide that the Company would issue and sell to Fosun 3,000,581 shares of newly designated Series A Convertible Preferred Stock of the Company in lieu of the same number of shares of the Company’s common stock. As a result, the total securities to be issued and sold under the Amended Agreement were 4,090,000 shares of the Company’s common stock, 3,000,581 shares of the Company’s Series A Convertible Preferred Stock and warrants to purchase 1,418,116 shares of the Company’s common stock. The purchase price for each share of the Series A Convertible Preferred Stock is $8.31, equal to the purchase price of a share of the Company’s common stock in the transaction. The other terms of the Prior Agreement remained substantially unchanged, including that there was no change in the gross proceeds to the Company, the purchase price of each share of common stock or the amount, purchase price, exercise price and other terms of the warrants. The closing of the transaction occurred on March5, 2018. Immediately after the closing, Fosun held approximately 15.0% of the Company’s outstanding shares of common stock (without giving effect to any exercise of the warrants or conversion of the Series A Convertible Preferred Stock). If the warrants purchased in this transaction were fully exercised and the shares of Series A Convertible Preferred Stock were fully converted immediately following the closing of the offering, Fosun would own approximately 19.9% of the Company’s shares of common stock. The Company and Fosun intend to make filings to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in respect of the transaction.
to the Amended Agreement and the Amended and Restated Certificate of Incorporation of the Company, the Board of the Directors approved, and on March5, 2018, the Company filed, a Certificate of Designations setting forth the rights, powers and privileges of the Series A Convertible Preferred Stock. The Certificate of Designations provides that each share of the Series A Convertible Preferred Stock shall have the same rights, powers and privileges as a share of the Company’s common stock, including, without limitation, that they will vote together as a single class on an as-converted basis on all matters presented to the common stockholders (except as set forth below) and will rank equally with respect to any dividend, liquidation, winding-up or dissolution of the Company, except that (a)the holders of the Series A Convertible Preferred Stock shall not be entitled to vote their shares of Series A Convertible Preferred Stock in any election of directors of the Company, (b)the holders of the Series A Convertible Preferred Stock shall have the right to convert such shares at their option into an equal number of shares of the Company’s common stock (subject to customary anti-dilution adjustments for splits, combinations and similar events) and (c)each share of Series A Convertible Preferred Stock shall automatically be converted into one share of the Company’s common stock (subject to customary anti-dilution adjustments for splits, combinations and similar events) upon its transfer by the original holder to any person not affiliated with such holder.
The foregoing description of the transaction is a summary only and is qualified in its entirety by reference to the Amended Agreement, the form of the warrants and the Registration Rights Agreement entered into in connection with the transaction, each of which will be filed as exhibits to the Company’s next Annual Report on Form 10-K, and the Certificate of Designations for the Series A Convertible Preferred Stock, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 1.01 Material Modifications to Rights of Security Holders
The information contained in Item 1.01 is hereby incorporated by reference. The Certificate of Designations became effective on March5, 2018 and is filed as Exhibit 3.1 to this report, and is incorporated herein by reference. The form of the Series A Convertible Preferred Stock Certificate is filed as Exhibit 3.2 to this report, and is incorporated herein by reference.
Item 1.01 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information contained in Item 1.01 is hereby incorporated by reference. The Certificate of Designations became effective on March5, 2018 and is filed as Exhibit 3.1 to this report, and is incorporated herein by reference.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits.
ViewRay, Inc. ExhibitEX-3.1 2 d526418dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS,…To view the full exhibit click here
About VIEWRAY, INC. (NASDAQ:VRAY)
ViewRay, Inc. designs, manufactures and markets MRIdian, the magnetic resonance imaging (MRI)-guided radiation therapy system to image and treat cancer patients simultaneously. The Company offers radiation therapy technology combined with magnetic resonance imaging. MRIdian integrates MRI technology, radiation delivery and the Company’s software to locate, target and track the position and shape of soft-tissue tumors while radiation is delivered. MRIdian delivers radiation to the tumor accurately while delivering less radiation to healthy tissue. MRIdian provides real-time imaging that defines the targeted tumor from the surrounding soft tissue and other critical organs during radiation treatment. MRIdian allows physicians to record the level of radiation exposure that the tumor has received and adapt the prescription between fractions as needed.
