Item 1.01 Entry into a Material Definitive Agreement.

On January 20, 2023, ViewRay, Inc. (the "Company") entered into a cooperation agreement (the "Agreement") with Hudson Executive Capital LP and certain of its affiliates (collectively, "Hudson"). As of the date of the Agreement, Hudson beneficially owned 15,752,093 shares, or approximately 8.7% of the outstanding shares of common stock of the Company, par value of $0.01 per share (the "Common Stock"), based on the number of shares of common stock outstanding on January 20, 2023.

Pursuant to the Agreement, the Company has agreed to, among other things, appoint Mr. Sai Nanduri, a Senior Investment Analyst employed by Hudson with experience in capital markets advisory services, as an observer to the Board of Directors of the Company (the "Board").

With respect to any annual or special meeting of the Company's shareholders during the term of the Agreement, Hudson has agreed to vote the shares of the Company's common stock then held by it in accordance with the Board's recommendations on director election proposals and any other proposals submitted by the Company or a shareholder, except that Hudson may vote in its discretion on Extraordinary Transactions (as defined in the Agreement).

Hudson has also agreed to certain customary standstill provisions prohibiting it from, among other things, (i) soliciting proxies, (ii) acquiring, in the aggregate, beneficial ownership of more than 14.9% of the outstanding shares of the Company's common stock, (iii) selling securities of the Company resulting in any third party owning more than 4.9% of the outstanding shares of the Company's common stock, (iv) taking actions publicly to change or influence the Board or management, and (v) exercising certain shareholder rights. The restrictions set forth in the standstill provisions shall apply from and after the date of the Agreement until the later of (i) the Expiration Date (as defined below) and (ii) if the observer (or any successor observer) has been appointed to the Board as a director, the date that such person no longer serves on the Board as a director.

The Agreement also includes provisions related to mutual non-disparagement obligations and expense reimbursement.

The Agreement will terminate on the earlier of (i) January 1, 2024 and (ii) the date that is thirty (30) days prior to the deadline under the Company's bylaws for director nominations and shareholder proposals for the 2024 Annual Meeting (the "Expiration Date"). Each of the Company and Hudson has the right to terminate the Agreement earlier if the other party commits a material breach of the Agreement and such breach is not cured within 15 days after notice or, if such breach is not curable within 15 days, the breaching party has not taken any substantive action to cure within such 15-day period.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

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Item 8.01. Other Events.

On January 20, 2023, the Company and Hudson jointly issued a press release announcing the Agreement and the appointment of Mr. Nanduri as an observer to the Board. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits




(d) Exhibits.


Exhibit  Description
Number

  10.1     Cooperation Agreement dated January 20, 2023, by and between ViewRay,
         Inc. and Hudson Executive Capital LP, on behalf of itself and certain of
         its affiliates

  99.1     Press Release dated January 20, 2023

  104    Cover Page Interactive Data File (embedded within the Inline XBRL
         document)

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