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): July 15, 2019
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):
|
☐ |
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)) |
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 ☒
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 5.0 2 D eparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .
Departure of Director
On July 15, 2019, Ted Wang, Ph.D. advised the Board of Directors (the “Board”) of ViewRay, Inc. (the “Company”) of his intent to resign from the Board, effective immediately. Mr. Wang’s resignation did not result from a disagreement with the Company or any of its officers or other directors on any matters relating to the operations, policies or practices of the Company.
Appointment of Director
On July 16, 2019, to fill the vacancy created by Mr. Wang’s resignation, the Board appointed Gail Wilensky, Ph.D. effectively immediately. Dr. Wilensky will serve as a Class II director with an initial term expiring at the Company’s 2020 Annual Meeting of Shareholders, and Dr. Wilensky will stand for reelection at that time. The Company Board has not yet determined which committees Dr. Wilensky will be appointed to serve on.
Dr. Wilensky is the has served as a Senior Fellow at Project HOPE, an international non-profit health foundation, since January 1993. She has served as a member of the board of directors of UnitedHealth Group, Inc. (NYSE: UNH), a health and well-being services company, since January 1993. Dr. Wilensky has served as a member of the board of directors of Quest Diagnostics, Inc. (NYSE: DGX), a diagnostic testing and information company, since January 1997. She served in the Department of Defense as President and Chair, Health Care Advisory Subcommittee from September 2008 through August 2009, and from December 2006 to March 2008 as Co-Chair, Task Force on the Future of Military Health. Dr. Wilensky served as Co-Chair and Presidential Appointee of the Task Force to Improve Healthcare Delivery for the Nation’s Veterans from June 2001 to May 2003. From October 1997 to October 2001, she served as Chair of the Medicare Payment Advisory Committee. She served as Chair of the Physician Payment Review Commission from May 1995 to September 1997. From March 1992 to January 1993, Dr. Wilensky served as Deputy Assistant to the President for Policy Development. She served as Administrator of the Health Care Financing Administration (now known as the Centers for Medicare and Medicaid Services) directing the Medicaid and Medicare programs for the United States from January 1990 to March 1992. Dr. Wilensky serves on the Board of Regents of the Uniformed Services University of the Health Sciences (USUHS) and the Geisinger Health System Foundation and is an elected member of the National Academy of Medicine. She holds a B.A., M.A. and Ph.D. from the University of Michigan.
We believe Dr. Wilensky is qualified to serve on our board of based on her extensive experience as an economist, as well as her advisory and policy making work in the medical technology and healthcare fields.
There is no arrangement or understanding between Dr. Wilensky and any other person pursuant to which she was elected as a director of the Company. Additionally, there is no transaction between Dr. Wilensky and the Company that would require disclosure under Item 404(a) of Regulation S-K.
As a non-employee director, Dr. Wilensky will receive the compensation paid to all non-employee directors of the Company.
Item 8.01 Other Events.
On July 16, 2019, the Company issued a press release entitled “ViewRay Announces Appointment of Dr. Gail Wilensky to its Board of Directors.” Attached hereto as Exhibit 99.1 and incorporated herein by reference, is a copy of the press release.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
|
ExhibitNumber |
Description |
|
99.1 |
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: July 16, 2019 |
|
By: |
/s/ Robert S. McCormack |
|
|
|
|
Robert S. McCormack |
|
|
|
|
Senior Vice President, General Counsel |
Exhibit 99.1
ViewRay Announces Appointment of Dr. Gail Wilensky to its Board of Directors
CLEVELAND, July 16, 2019 — ViewRay, Inc. (Nasdaq: VRAY) announced the appointment of Dr. Gail Wilensky to its Board of Directors, effective today.
Dr. Wilensky has an extensive track record in healthcare as a policy leader, reimbursement expert, and board member . She is currently a Senior Fellow at Project HOPE, an international non-profit health foundation. She served in the White House as a senior adviser on health and welfare issues to President George H.W. Bush and directed the Medicare and Medicaid programs. Gail was also the first chair of the Medicare Payment Advisory Commission.
Dr. Wilensky serves as a director for Quest Diagnostics, United Health Group, the Geisinger Health System Foundation, and is on the Board of Regents of the Uniformed Services University of the Health Sciences (USUHS). She is an elected member of the National Academy of Medicine and has served two terms on its governing council. Dr. Wilensky was a former chair of the board of directors of Academy Health and a trustee of the American Heart Association. She received a B.A., M.A., and a Ph.D. from the University of Michigan and has received several honorary degrees.
"ViewRay is a leading innovator with a promising opportunity to become the standard of care in radiation oncology," stated Dr. Wilensky. "I look forward to working with the team at this critical time in the Company's evolution."
ViewRay also announced that Ted Wang is retiring from its Board of Directors effective July 15, 2019. “It has been a privilege to serve on ViewRay’s board and help the company transition from an early-stage, innovative technology company to an organization that is making a profound impact on the lives of cancer patients around the world. ViewRay has a very exciting future ahead,” said Wang.
"On behalf of ViewRay, I wish to thank Ted for his many contributions to the Board of Directors and his meaningful impact on the company. We are also delighted to welcome Gail to the board. She is an impressive leader with a deep understanding of healthcare, and her career efforts have helped to improve the lives of millions. She is an outstanding addition to our board,” said Dan Moore, Chairman of the Board of ViewRay.
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 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, the rate of new orders, upgrades and installations, ViewRay’s financial guidance for the full year 2019 and ViewRay’s conference call to discuss its first quarter results. 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 MRIdian Linac System, demand for ViewRay’s products, the ability to convert backlog into revenue, and the timing of delivery of ViewRay’s products, the timing, 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, 2018 and its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019 , as updated periodically by 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.
Contact:
Investor Relations:
Michaella Gallina
Sr. Director, Investor Relations and Communications
ViewRay, Inc.
1-844-MRIdian (674-3426)
Email: investors@viewray.com
Media Enquiries:
Karen Hackstaff
Vice President, Strategy and Branding
ViewRay, Inc.
Phone: +1 408-242-2994
Email: media@viewray.com