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 30, 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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(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):
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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 2.02 Results of Operations and Financial Condition.
On April 30, 2020, ViewRay, Inc. (“ViewRay” or the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2020. The press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02 of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 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 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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 30, 2020, ViewRay, Inc. (the “Company”) issued a press release announcing the appointment of Zachary (“Zach”) Stassen as Chief Financial Officer of the Company, effective May 18, 2020. Upon Mr. Stassen becoming Chief Financial Officer, Brian Knaley will no longer serve as Interim Chief Financial Officer. The press release is attached hereto as Exhibit 99.2.
Mr. Stassen has over 20 years of experience in the medical device and healthcare industry. Prior to joining ViewRay (from 2017), he served as Chief Financial Officer and Chief Operating Officer for Bolder Surgical, an innovative, privately held company that develops and markets laparoscopic surgical devices. From 2014 to 2017, he held various finance and business development roles at The Spectranetics Corporation, including Vice President of Finance, before its acquisition by Royal Philips. Between 2013 to 2014, Mr. Stassen served as an Account Executive for NetSuite, Inc., and from 2011 to 2013 maintained his self-established strategic planning consultancy, Z Stassen, LLC. Between 2010 to 2011, Mr. Stassen served as Co-founder and Chief Financial Officer at Emerge Medical, a device company focused on generic orthopedic trauma products, which was acquired by Cardinal Health. From 2005 to 2008, he worked for Piper Sandler’s (formerly Piper Jaffray) medical technology investment banking group. Mr. Stassen earned a master’s degree in business administration from the Kellogg School of Management at Northwestern University, and a bachelor’s degree from Drake University.
Offer Letter to Mr. Zachary Stassen
Pursuant to the Offer Letter, dated April 20, 2020, Mr. Stassen will receive an annual base salary of $340,000. However, as each employee is currently being paid a reduced salary as part of the Company’s COVID-19 mitigation strategy, Mr. Stassen’s initial annual salary will be $272,000 until the Company achieves established business milestones. Depending on business performance and economic circumstances, Mr. Stassen may recover lost income if outcomes are achieved.
Mr. Stassen is also eligible to participate in the Company’s Performance Based Bonus Plan. His target performance bonus is equal to 50% of his base salary, with a threshold of 25% and a maximum of 100% of his base salary. The Company will also grant equity in the Company valued at $1,250,000. This grant will be awarded in the form of both options to purchase shares of the company’s common stock and restricted stock units.
The equity awards described above will be granted subject to the terms and conditions set forth in a separate grant agreement and the Company’s 2015 Equity Incentive Award Plan, as amended (the “Plan”). Twenty-five percent of the shares subject to such options will vest on the one-year anniversary of the grant date, with the remaining shares vesting in equal monthly installments over the three years following the first anniversary, subject to his continued service through each such vesting date. One-third of the restricted stock units will vest on each of the first three anniversaries of the grant date, subject to his continued service through each such vesting date. A copy of the complete Offer Letter is attached to this Current Report on Form 8-K as Exhibit 10.1, and the terms of the Offer Letter are incorporated herein by reference.
There are no arrangements or understandings between Mr. Stassen and any other persons pursuant to which he was appointed as an officer, and Mr. Stassen has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Stassen does not have a family relationship with any member of the Board or any executive officer of the Company.
Item 7.01 Regulation FD Disclosure.
The information set forth under Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
The information in this Item 7.01 of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 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, or incorporated by reference in any filing of the Company 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.
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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99.1 |
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99.2 |
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 30, 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 10.1
April 20th, 2020
Zachary W. Stassen
Dear Zachary,
Congratulations! We are excited to extend you an offer of employment with ViewRay Technologies, Inc. The details of your offer are as follows:
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Position: |
Chief Financial Officer. Reporting to Scott Drake. This is a regular, full-time position. |
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Location: |
1595 Wynkoop St., Suite 900 Denver, CO 80202 |
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Start Date: |
May 18th, 2020 |
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Compensation: |
Your annual salary will be $340,000.00 or $13,067.92 bi-weekly. Each member of our team is currently being paid a reduced salary as part of our COVID-19 mitigation strategy. Therefore, your initial annual salary will be $272,000.00 or $10,461.54 bi-weekly until we achieve our established business milestones. Depending on business performance and economic circumstances, you may recover lost income if the outcomes are achieved. You will also be eligible to participate in the Company’s Performance Based Bonus Plan. This bonus plan is based on corporate goals established by the Company’s Board of Directors. At 100% to plan, this bonus plan will provide an opportunity to earn 50% of your base salary in variable incentive compensation. Actual incentive compensation may range from 0% - 200% of the target based on performance to goals. For the first calendar year it is prorated based on your start date. You will be eligible for our executive level severance package. Your position is classified as exempt from overtime. |
A summary of the benefits available to you is attached. For the full details please refer to the benefits guide. The Company reserves the right from time to time to change the company benefits and related plans.
Consistent with state law, your employment with the Company will be “at-will.” This means that your employment with the Company will not last for any specific period of time, and either you or the Company can terminate your employment without notice and for any reason or for no reason. This offer is expressly conditioned upon your successful completion of the Company’s pre-employment screening process, including references, a background check and drug screen (depending on the position). As part of your employment at the Company, you are required
to sign the attached Confidentiality and Restrictive Covenant agreement, and at all times, you are required to comply with the Company’s corporate policies and procedures.
By accepting this offer, you represent and warrant that (i) you are not bound by any employment contract, restrictive covenant or other restriction preventing you from entering into employment with or carrying out your responsibilities for the Company and (ii) you will not bring to the Company any confidential or proprietary information or material of any former employer; disclose or use such information or material in the course of your employment with the Company; or violate any other obligation to your former employers. Further, you agree to execute any and all documentation necessary for the Company to verify your right to work in the United States and to conduct a background check, and you expressly release the Company from any claim arising out of the Company’s verification of such information.
If you wish to accept this offer, please sign and return this letter (keeping a copy for yourself). Your signature below indicates your acceptance of the terms of this offer and the representations contained above. This offer is valid through 4/24/20. If you have any questions, feel free to call me.
We appreciate the time you have invested in this process and we look forward to welcoming you to our team!
Sincerely,
/s/ Rob Fuchs_____________________________________________
Rob Fuchs, Chief Human Resource Officer
Viewray Technologies, INC.
Acknowledged and accepted:
/s/ Zachary Stassen_________________________________________
Name
April 20, 2020 _________________________________________
Date
Exhibit 99.1
ViewRay Reports First Quarter 2020 Results
CLEVELAND, April 30, 2020 — ViewRay, Inc. (Nasdaq: VRAY) today announced financial results for the first quarter ended March 31, 2020.
First Quarter 2020 Highlights:
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Total revenue of $14.3 million, primarily from three revenue units including one system upgrade, compared to $20.3 million, primarily from four revenue units including one system upgrade, in the first quarter of 2019. |
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Received four new orders for MRIdian systems totaling $22.6 million, compared to seven new orders totaling $42.8 million in the first quarter of 2019. |
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Total backlog was $230.8 million as of March 31, 2020, compared to $237.5 million as of March 31, 2019. |
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Cash and cash equivalents were $190.2 million as of March 31, 2020. |
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The Company is withdrawing its 2020 guidance, provided on March 12, 2020, as the full impact of COVID-19 remains unknown. |
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The Company announced Zach Stassen as Chief Financial Officer. |
“As we manage in this challenging environment, we are focused on what we can control. Value creation lies in driving our clinical, innovation and commercial pipeline while enhancing efforts to conserve capital,” said Scott Drake, President and CEO. “On another important note, we are excited to welcome Zach Stassen as our Chief Financial Officer. Zach has an excellent track record as an operator and CFO in the medical technology space. I’d like to thank our Interim-CFO, Brian Knaley, for his work to drive the business forward over the last several quarters.”
First Quarter 2020 Financial Results:
Total revenue for the three months ended March 31, 2020 was $14.3 million compared to $20.3 million for the same period last year.
Total cost of revenue for the three months ended March 31, 2020 was $16.4 million compared to $25.6 million for the same period last year. Total cost of revenue in the first quarter of 2019 was impacted by approximately $7.0 million of charges, primarily driven by higher than anticipated installation costs related to historical upgrade commitments.
Total gross profit (loss) for the three months ended March 31, 2020 was $(2.1) million, compared to $(5.4) million for the same period last year.
Total operating expenses for the three months ended March 31, 2020 were $27.9 million, compared to $25.0 million for the same period last year.
Net loss for the three months ended March 31, 2020 was $27.5 million, or $0.19 per share, compared to $33.4 million, or $0.34 per share, for the same period last year.
ViewRay had total cash and cash equivalents of $190.2 million at March 31, 2020.
Financial Guidance
Given the existing uncertainty related to COVID-19 globally, the Company is withdrawing 2020 guidance, issued on March 12, 2020, as the full impact of coronavirus remains unknown.
ViewRay will hold a conference call to discuss results on Thursday, April 30, 2020 at 4:30 p.m. ET / 1:30 p.m. PT. The dial-in numbers are (844) 277-1426 for domestic callers and (336) 525-7129 for international callers. The conference ID number is 8982097. A live webcast of the conference call will be available on the investor relations page of ViewRay's corporate website at www.viewray.com.
After the live webcast, a replay of the webcast will remain available online on the investor relations page of ViewRay's corporate website, www.viewray.com, for 14 days following the call. In addition, a telephonic replay of the call will be available until May 7, 2020. The replay dial-in numbers are (855) 859-2056 for domestic callers and (404) 537-3406 for international callers. Please use the conference ID number 8982097.
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.
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 2020 and ViewRay's conference calls to discuss its first quarter 2020 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.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(In thousands, except share and per share data)
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Three Months Ended March 31, |
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2020 |
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2019 |
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Revenue: |
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Product |
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$ |
11,470 |
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$ |
18,874 |
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Service |
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2,661 |
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1,291 |
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Distribution rights |
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119 |
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119 |
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Total revenue |
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14,250 |
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20,284 |
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Cost of revenue: |
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Product |
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13,129 |
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22,033 |
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Service |
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3,228 |
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3,615 |
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Total cost of revenue |
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16,357 |
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25,648 |
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Gross margin |
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(2,107 |
) |
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(5,364 |
) |
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Operating expenses: |
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Research and development |
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6,337 |
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5,031 |
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Selling and marketing |
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5,823 |
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4,885 |
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General and administrative |
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15,788 |
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15,109 |
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Total operating expenses |
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27,948 |
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25,025 |
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Loss from operations |
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(30,055 |
) |
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(30,389 |
) |
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Interest income |
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695 |
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220 |
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Interest expense |
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(1,038 |
) |
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(759 |
) |
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Other income (expense), net |
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2,866 |
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(2,433 |
) |
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Loss before provision for income taxes |
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$ |
(27,532 |
) |
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$ |
(33,361 |
) |
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Provision for income taxes |
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— |
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— |
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Net loss and comprehensive loss |
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$ |
(27,532 |
) |
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$ |
(33,361 |
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Net loss per share, basic and diluted |
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$ |
(0.19 |
) |
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$ |
(0.34 |
) |
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Weighted-average common shares used to compute net loss per share attributable to common stockholders, basic and diluted |
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147,457,116 |
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96,741,309 |
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(Unaudited)
(In thousands, except share and per share data)
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March 31, 2020 |
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December 31, 2019 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
190,208 |
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$ |
226,783 |
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Accounts receivable |
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21,490 |
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16,817 |
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Inventory |
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55,031 |
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55,031 |
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Deposits on purchased inventory |
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4,235 |
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6,457 |
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Deferred cost of revenue |
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3,554 |
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3,466 |
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Prepaid expenses and other current assets |
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5,849 |
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3,310 |
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Total current assets |
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280,367 |
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311,864 |
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Property and equipment, net |
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23,570 |
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23,399 |
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Restricted cash |
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1,860 |
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1,404 |
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Intangible assets, net |
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54 |
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55 |
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Right-of-use assets |
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11,175 |
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11,720 |
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Other assets |
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1,717 |
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|
1,577 |
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TOTAL ASSETS |
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$ |
318,743 |
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$ |
350,019 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
7,232 |
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$ |
13,739 |
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Accrued liabilities |
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16,310 |
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21,390 |
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Customer deposits |
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16,307 |
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|
9,662 |
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Operating lease liability, current |
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2,332 |
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|
|
2,264 |
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Current portion of long-term debt |
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6,222 |
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1,556 |
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Deferred revenue, current |
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9,861 |
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10,457 |
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Total current liabilities |
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58,264 |
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|
|
59,068 |
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Deferred revenue, net of current portion |
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3,193 |
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|
|
3,553 |
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Long-term debt |
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49,375 |
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|
|
53,995 |
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Warrant liabilities |
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2,504 |
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5,373 |
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Operating lease liability, noncurrent |
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|
9,865 |
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|
|
10,479 |
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Other long-term liabilities |
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|
1,528 |
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|
|
1,377 |
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TOTAL LIABILITIES |
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|
124,729 |
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|
|
133,845 |
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Commitments and contingencies (Note 6) |
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Stockholders’ equity: |
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|
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Preferred stock, par value of $0.01 per share; 10,000,000 shares authorized at March 31, 2020 and December 31, 2019; no shares issued and outstanding at March 31, 2020 and December 31, 2019 |
|
|
— |
|
|
|
— |
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|
Common stock, par value of $0.01 per share; 300,000,000 shares authorized at March 31, 2020 and December 31, 2019; 147,396,985 and 147,191,695 shares issued and outstanding at March 31, 2020 and December 31, 2019 |
|
|
1,464 |
|
|
|
1,462 |
|
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Additional paid-in capital |
|
|
739,258 |
|
|
|
733,888 |
|
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Accumulated deficit |
|
|
(546,708 |
) |
|
|
(519,176 |
) |
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TOTAL STOCKHOLDERS’ EQUITY |
|
|
194,014 |
|
|
|
216,174 |
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
$ |
318,743 |
|
|
$ |
350,019 |
|
Investor Relations:
Michaella Gallina
Vice President, Chief of Staff, Head of Investor Relations and Communications
ViewRay, Inc.
1-844-MRIdian (674-3426)
Email: investors@viewray.com
Media Enquiries:
Karen Hackstaff
Vice President, Strategy and Brand
ViewRay, Inc.
Phone: +1 408-242-2994
Email: media@viewray.com
Exhibit 99.2
ViewRay Names Zach Stassen as Chief Financial Officer
CLEVELAND, April 30, 2020 – ViewRay, Inc. (Nasdaq: VRAY) announced today that Zach Stassen has been named Chief Financial Officer, effective May 18, 2020. Mr. Stassen will report directly to Scott Drake, President and Chief Executive Officer.
Mr. Stassen has over 20 years of experience in the medical device and healthcare industry. Most recently he served as Chief Financial Officer and Chief Operating Officer for Bolder Surgical, an innovative, privately held company that develops and markets laparoscopic surgical devices. Prior to Bolder Surgical, he held various finance and business development roles at Spectranetics, including Vice President of Finance, before its acquisition by Royal Philips. Previously, Mr. Stassen was Co-founder and Chief Financial Officer at Emerge Medical, a device company focused on generic orthopedic trauma products, which was acquired by Cardinal Health. He also spent time with the Piper Sandler (formerly Piper Jaffray) medical technology investment banking group. Mr. Stassen earned a master’s degree in business administration from the Kellogg School of Management at Northwestern University, and a bachelor’s degree from Drake University.
“I’d like to thank our Interim-CFO, Brian Knaley, for his work to drive the business forward over the last several quarters,” said Scott Drake, President and CEO. “After an extensive search, we are pleased to welcome Zach Stassen as Chief Financial Officer of ViewRay. He possesses a deep understanding of the medical device industry, and his financial expertise will be a valuable asset to our organization.”
"I'm very excited to join ViewRay,” said Mr. Stassen. “The Company’s ground-breaking technology and relentless focus on improving the lives of cancer patients is inspiring. I am looking forward to contributing to the next phase of growth as we work to transform the paradigm of care in radiation oncology.”
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.
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 2020 and ViewRay's conference calls to discuss its first quarter 2020 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, Head of Investor Relations and Communications
ViewRay, Inc.
1-844-MRIdian (674-3426)
Email: investors@viewray.com
Media Enquiries:
Karen Hackstaff
Vice President, Strategy and Brand
ViewRay, Inc.
Phone: +1 408-242-2994
Email: media@viewray.com