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): April 13, 2020
ViewRay, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-37725 |
42-1777485 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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2 Thermo Fisher Way Oakwood Village, Ohio |
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44146 |
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(Address of Principal Executive Offices) |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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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Common Stock, par value $0.01 |
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VRAY |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On April 13, 2020, James Dempsey, Ph.D. advised the Board of Directors (the “Board”) of ViewRay, Inc. (the “Company”) of his intent to resign from the Board, effective immediately. He will continue in his role as Chief Science Officer for the Company. Dr. Dempsey’s resignation from the Board 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 April 14, 2020, to fill the vacancy created by Dr. Dempsey’s resignation, the Board appointed B. Kristine Johnson to the Board effectively immediately. Ms. Johnson will serve as a Class I director with an initial term expiring at the Company’s 2022 Annual Meeting of Shareholders. The Board has not yet determined which committees Ms. Johnson will be appointed to serve on.
Ms. Johnson has served as President and General Partner of Affinity Capital Management, a venture capital firm, since 2000. She has served as member of the board of directors of AtriCure, Inc. (NASDAQ: ATRC), a medical device company, since March 2017. Ms. Johnson has served as a member of the board of directors of ClearPoint Neuro (NASDAQ: CLPT) (formerly MRI Interventions, Inc.), a medical device company, since August 2019. She served as a member of the board of directors of Piper Sandler (formerly Piper Jaffray), an investment banking firm, from 2003 to 2019. Ms. Johnson served as a member of the board of directors of The Spectranetics Corporation (NASDAQ: SPNC), a medical device company, from 2012 to 2017. She served as a member of the board of directors of ADC Telecommunications from 1991 to 2006. Ms. Johnson served as a member of the board of directors of Pentair, Inc., an industrial manufacturing company from 1991 to 2005. She held various positions at Medtronic (NYSE: MDT) from 1982 to 1999, including Senior Vice President and Chief Administrative Officer from 1998 to 1999, President and General Manager, Vascular Business from 1996 to 1997, and President and General Manager, Tachyarrhythmia Management Business from 1990 to 1996. Ms. Johnson serves as a member of the board of directors of the University of Minnesota Foundation Investment Advisors and the University of Minnesota Physicians. She holds a B.A. from St. Olaf College. We believe Ms. Johnson is qualified to serve on our board based on her extensive experience in the medical device industry as well as her depth of knowledge in the investment banking and capital management arenas.
There is no arrangement or understanding between Ms. Johnson and any other person pursuant to which she was appointed as a director of the Company. Additionally, there is no transaction between Ms. Johnson and the Company that would require disclosure under Item 404(a) of Regulation S-K. The Board has determined that Ms. Johnson is independent under the listing standards of the NASDAQ Global Market.
As a non-employee director, Ms. Johnson will receive the compensation paid to all non-employee directors of the Company.
Item 8.01 Other Events.
On April 16, 2020, the Company issued a press release entitled “ViewRay Announces Appointment of B. Kristine Johnson 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.
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ExhibitNumber |
Description |
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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.
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VIEWRAY, INC. |
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Date: April 16, 2020 |
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By: |
/s/ Robert S. McCormack |
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Robert S. McCormack |
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Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1
ViewRay Announces Appointment of B. Kristine Johnson to its Board of Directors
CLEVELAND, April 16, 2020 — ViewRay, Inc. (Nasdaq: VRAY) announced the appointment of B. Kristine Johnson to its Board of Directors effective April 14, 2020.
Ms. Johnson brings a wealth of health care and medical technology knowledge, as well as broad experience in finance and corporate governance. She is currently President and General Manager of Affinity Capital Management, a venture capital firm that invests primarily in seed and early-stage health care companies in the United States, a position she has held since 2000. Ms. Johnson also currently serves on the Board of Directors for AtriCure (Nasdaq: ATRC) and ClearPoint Neuro, Inc. (Nasdaq: CLPT), both medical technology companies.
Ms. Johnson held several leadership roles at Medtronic (NYSE: MDT) over the course of 17 years, serving most recently as Senior Vice President and Chief Administrative Officer. Her experience at Medtronic included President and General Manager of its vascular business and President and General Manager of its tachyarrhythmia management business, among other roles.
Ms. Johnson previously served on the Board of Directors of The Spectranetics Corporation, a medical device company which was acquired by Royal Philips, ADC Telecommunications, which was acquired by Tyco Electronics, and Pentair, an industrial manufacturing company. She also served as a member of the Board of Directors of Piper Sandler (formerly Piper Jaffray), an investment banking firm, from 2003 to 2019. She was Lead Director for Piper Sandler from 2012 to 2018. Ms. Johnson is also currently Chair of the Investment Advisory Board of the University of Minnesota Foundation and serves on the boards of several private entities. She received her B.A. from St. Olaf College.
"ViewRay is an innovative leader making a profound impact on the lives of cancer patients around the world," said B. Kristine Johnson. "I look forward to working with the ViewRay board and management team to expand MRIdian’s treatment offerings to even more patients, physicians, and health systems globally."
ViewRay also announced that Dr. James Dempsey is retiring from its Board of Directors effective April 13, 2020. He will continue to serve in his role as Chief Science Officer for the Company. “We have filled a deep bench on the Board of Directors to help transition our innovative technology company into its next phase. I have served on the board since 2008 and am looking forward to protecting and extending our innovation lead,” said Dr. Dempsey.
"I wish to thank Dr. Dempsey for his service on the Board of Directors for the last twelve years. Innovation is the hallmark of this company, and we are pleased to have Dr. Dempsey dedicated solely to his critical role as Chief Scientific Officer. We are also delighted to welcome Ms. Johnson to the board. We look forward to leveraging her deep expertise in the medical technology space and believe that her dynamic experience will help strengthen our position as the leader in MR-guided therapy,” 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.
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 2020 and ViewRay's conference calls to discuss its fourth quarter 2019 and year to date 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, the timing of delivery of ViewRay's products, the timing, length and severity of the recent COVID-19 (coronavirus) pandemic, including its impacts across our businesses on demand, operations and our global supply chains, 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, 2019 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.
Contact:
Investor Relations:
Michaella Gallina
Vice President, Chief of Staff, 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