VIEWRAY, INC. (NASDAQ:VRAY) Files An 8-K Entry into a Material Definitive Agreement

VIEWRAY, INC. (NASDAQ:VRAY) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Entry into a Material Definitive Agreement.

On April12, 2017, ViewRay Technologies, Inc., a wholly-owned
subsidiary of ViewRay, Inc. (the Company), entered into Amendment
No.2 to Term Loan Agreement (the Amendment) with Capital Royalty
Partners II L.P., Capital Royalty Partners II (Cayman) L.P.,
Parallel Investment Opportunities Partners II L.P. and CRG Issuer
2015-1 (collectively, the Lenders).

to the Amendment, the Company and the Lenders agreed, among other
things: (i)to extend the commitment period during which the
Company can borrow loans under the term loan facility to the
earlier of (a)September30, 2017 and (b)the date on which the
Company provides written notice of termination of the commitment
period; (ii)to extend the period during which the Company only
pays interest on the outstanding term loans to March31, 2020;
(iii)to add additional borrowing capacity under the term loan
facility in the aggregate principal amount of $15,000,000 (which
remains undrawn as of the date hereof ); (iv)to extend the period
to which the existing undrawn tranche of term loans in the
aggregate principal amount of $5,000,000 can be drawn to June30,
2017; and (v)to lower the minimum required revenue of the Company
during the twenty-four month period beginning on January1, 2016
to $60,000,000.

The foregoing description is only a summary and is qualified in
its entirety by reference to the Amendment, a copy of which will
be filed as an exhibit to our Quarterly Report on Form 10-Q for
the quarter ended March31, 2017.

Item2.02 Results of Operations and Financial
Condition.

On April13, 2017, the Company issued a press release announcing,
among other things, certain preliminary financial results from
the first quarter of 2017. The press release is attached hereto
as Exhibit 99.1.

The information in this Item2.02 of this Current Report on Form
8-K and the Exhibit 99.1 attached hereto shall not be deemed
filed for purposes of Section18 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.

Item7.01 Regulation FD Disclosure.

The information set forth under Item2.02 of this Current Report
on Form 8-K is incorporated by reference into this Item7.01.

The information in this Item7.01 of this Current Report on Form
8-K and the Exhibit 99.1 attached hereto shall not be deemed
filed for purposes of Section18 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.

Item8.01 Other Events.

On April13, 2017, the Company announced that it had received two
new orders for its MRIdian Linac system in the first quarter of
2017 and that the Company also received three orders in the first
quarter of 2017 to upgrade three installed MRIdian systems with
Cobalt to MRIdian Linac systems.

The Company also reiterated its 2017 financial guidance, as it
continues to anticipate total revenue in 2017 to be in the range
of $45 million to $50 million, primarily from seven to eight
MRIdian Linac systems. The Company expects to recognize revenue
for these systems in the second half of 2017 upon system
completion or acceptance.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements. Statements in this report that are not purely
historical are forward-looking statements. Such forward-looking
statements include, among other things, the rate of new orders
and installations and the Companys total revenue guidance for the
full year 2017. Actual results could differ from those projected
in any forward-looking statements due to numerous factors. Such
factors include, among others, the ability to raise the
additional funding needed to continue to pursue the Companys
business and product development plans, the inherent
uncertainties associated with developing new products or
technologies, the ability to commercialize MRIdian Linac,
competition in the industry in which the Company operates and
overall market conditions and those other risks and uncertainties
described in the Companys most recent Annual Report on Form 10-K
under the caption Risk Factors. These forward-looking statements
are made as of the date of this report, and the Company 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. Other risks, uncertainties and factors that could cause
actual results to differ materially from those projected may be
described from time to time in reports the Company files with the
Securities and Exchange Commission, including reports on Forms
10-K, 10-Q and 8-K.

Item9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number

Description

99.1 Press Release dated April 13, 2017.


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.

VIEWRAY, INC. (NASDAQ:VRAY) Recent Trading Information

VIEWRAY, INC. (NASDAQ:VRAY) closed its last trading session up +0.28 at 7.64 with shares trading hands.

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