ViewRay Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure, Financial Statements and Exhibits
$VRAY
Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 17, 2023
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(Exact name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code: (440 ) 703-3210
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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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Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 17, 2023, ViewRay, Inc. (the “Company”) was notified by The Nasdaq Stock Market (“Nasdaq”) that the Company’s common stock will be delisted from the Nasdaq Global Select Market as a result of (i) its filing for protection under Chapter 11 of the U.S. Bankruptcy Code, and (ii) concerns regarding the Company’s ability to sustain compliance with the $1.00 per share minimum bid price requirement for continued inclusion on Nasdaq based on Listing Rule 5450(a)(1).
Trading of the Company’s common stock will be suspended as of the open business on July 26, 2023, and Nasdaq will apply to the Securities and Exchange Commission to delist the common stock upon completion of all applicable procedures.
The Company anticipates that effective July 26, 2023, the common stock of the Company will commence trading on the over-the-counter (“OTC”) market. On the OTC market, shares of the Company’s common stock, which previously traded on the Nasdaq under the symbol “VRAY”, are expected to trade under the symbol “VRAYQ”. Quotes and related Company information are expected to be available at www.otcmarkets.com.
The Company will remain subject to all SEC rules and regulations applicable to reporting companies under the Securities Exchange Act of 1934.
Item 7.01. Regulation FD Disclosure.
Press Release
On July 21, 2023, the Company issued a press release with respect to the Nasdaq’s suspension of trading and commencement of delisting procedures. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Cooperation Agreement with Hudson Executive Capital
On July 19, 2023, Mr. Sai Nanduri, a Senior Investment Analyst employed by Hudson Executive Capital LP, informed the Board of Directors (the “Board”) of the Company that Mr. Nanduri was resigning from his position as an observer to the Board, effective immediately.
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Cautionary Information Regarding Trading in the Company’s Securities
The Company cautions that trading in the Company’s securities during the pendency of the Company’s Chapter 11 proceedings is highly speculative and poses substantial risks. Trading prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders of the Company’s common stock in such proceedings. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
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 21, 2023 | By: | /s/ Sanket Shah | ||||||
| Sanket Shah | ||||||||
General Counsel and Corporate Secretary | ||||||||