Item 7.01 Regulation FD Disclosure.
As disclosed in ViewRay, Inc.'s (the "Company") Annual Report on Form 10-K for
the year ended December 31, 2022 filed with the Securities and Exchange
Commission on February 28, 2023, the Company has held a significant majority of
its cash, cash equivalents, and short-term investments with Silicon Valley Bank
("SVB"). Beginning Monday, March 13, 2023, the Company moved the majority of its
cash, cash equivalents, and short-term investments held at SVB to other
financial institutions. At present, the Company holds less than 5% of its cash,
cash equivalents, and short-term investments with SVB and intends to hold a de
minimis amount with SVB going forward, pending the resolution of SVB's closure
and receivership under the Federal Deposit Insurance Corporation (the "FDIC").
In addition, since November 2022, the Company has maintained a five-year loan
facility agreement with MidCap Financial ("MidCap") and SVB (the "Agreement"),
comprised of a term loan of up to $100 million and a revolving line of credit of
up to $25 million. At present, the Company has $80 million in outstanding debt
to MidCap and SVB under the Agreement. The Company is currently, and at all
times has been, in compliance with the Agreement, including all financial
covenants.
The Company notes that no material impact to operations has occurred or is
expected to occur in connection with SVB's closure and receivership under the
FDIC.
The information in this Current Report on Form 8-K is being furnished pursuant
to Item 7.01 and shall not be deemed to be "filed" for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that section. This Current Report on Form 8-K will not be
deemed an admission as to the materiality of any information herein.
Forward-Looking Statements
This Current Report on Form 8-k contains forward-looking statements within the
meaning of Section 27A of the Private Securities Litigation Reform Act.
Statements in this Current Report on Form 8-k that are not purely historical are
forward-looking statements. Such forward-looking statements include, among other
things, ViewRay's financial guidance for the full year 2023, anticipated future
orders, anticipated future operating and financial performance, treatment
results, therapy adoption, innovation, and the performance of the MRIdian
systems. 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 the MRIdian Linac System, demand for ViewRay's
products, the ability to convert backlog into revenue and cash collections, the
timing of delivery of ViewRay's products, the timing, length, and severity of
the COVID-19 pandemic, including its impacts across our businesses on demand,
our operations and global supply chains, disruptions in the supply or changes in
costs of raw materials, labor, product components or transportation services,
including as a result of inflation, 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, 2022 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 Current Report on
Form 8-K, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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