ViewRay (VRAYQ) 10-Q 16 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Oct. 31, 2015
Document And Entity Information [Abstract]
Entity Registrant Name	ViewRay, Inc.
Entity Central Index Key	1,597,313
Document Type	10-Q
Trading Symbol	VRAY
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		38,200,088
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,015

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 32,064	$ 11,129
Accounts receivable	1	904
Inventory	9,649	8,238
Deposits on purchased inventory	5,021	2,798
Deferred cost of revenue	4,303	4,712
Prepaid expenses and other current assets	1,290	626
Total current assets	52,328	28,407
Property and equipment, net	5,296	2,931
Restricted cash	553	1,053
Intangible assets, net	139	264
Deferred offering costs		1,419
Other assets	61	31
TOTAL ASSETS	58,377	34,105
Current liabilities:
Accounts payable	1,625	6,134
Accrued liabilities	5,014	4,436
Customer deposits	11,412	6,100
Deferred revenue, current portion	5,249	7,361
Long-term debt, current portion		5,493
Notes payable		240
Total current liabilities	23,300	29,764
Long-term debt, net of current portion	27,543	9,149
Convertible preferred stock warrant liability		138
Deferred revenue, net of current portion	374
Other long-term liabilities	650	567
TOTAL LIABILITIES	$ 51,867	$ 39,618
Commitments and contingencies (Note 8)
Convertible preferred stock, par value $0.01 per share; 80,710,997 and 74,460,997 shares authorized at September 30, 2015 (unaudited) and December 31, 2014; nil and 27,654,928 shares issued and outstanding at September 30, 2015 (unaudited) and December 31, 2014; aggregate liquidation preference of nil and $146,732 at September 30, 2015 (unaudited) and December 31, 2014		$ 145,110
Stockholders’ equity (deficit):
Common stock, par value of $0.01 per share; 90,000,000 and 88,000,000 shares authorized at September 30, 2015 (unaudited) and December 31, 2014; 38,200,088 and 907,037 shares issued and outstanding at September 30, 2015 (unaudited) and December 31, 2014	$ 372	9
Additional paid-in capital	189,073	1,414
Accumulated deficit	(182,935)	(152,046)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	6,510	(150,623)
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)	$ 58,377	$ 34,105

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Convertible preferred stock, shares authorized	80,710,997	74,460,997
Convertible preferred stock, shares outstanding		27,654,928
Convertible preferred stock, aggregate liquidation preference		$ 146,732
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	90,000,000	88,000,000
Common stock, shares issued	38,200,088	907,037
Common stock, shares outstanding	38,200,088	907,037
Convertible Preferred Stock
Convertible preferred stock, par value	$ 0.01	$ 0.01
Convertible preferred stock, shares authorized	80,710,997	74,460,997
Convertible preferred stock, shares issued		27,654,928
Convertible preferred stock, shares outstanding		27,654,928
Convertible preferred stock, aggregate liquidation preference		$ 146,732

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenue:
Product	$ 5,020	$ 2,435	$ 5,119	$ 5,702
Service	56	159	419	229
Grant	240		240
Total revenue	5,316	2,594	5,778	5,931
Cost of revenue:
Product	5,766	2,753	6,311	7,858
Service	325	158	1,390	413
Total cost of revenue	6,091	2,911	7,701	8,271
Gross margin	(775)	(317)	(1,923)	(2,340)
Operating expenses:
Research and development	2,902	2,291	7,408	7,451
Selling and marketing	1,124	993	3,315	3,572
General and administrative	4,282	3,483	15,779	9,395
Total operating expenses	8,308	6,767	26,502	20,418
Loss from operations	(9,083)	(7,084)	(28,425)	(22,758)
Interest income		1	1	1
Interest expense	(1,053)	(525)	(2,376)	(1,505)
Other income (expense), net	(124)	39	(89)	82
Loss before provision for income taxes	(10,260)	(7,569)	(30,889)	(24,180)
Net loss	(10,260)	(7,569)	(30,889)	(24,180)
Deemed capital contribution on repurchase of Series A preferred stock				9
Net loss attributable to common stockholders	$ (10,260)	$ (7,569)	$ (30,889)	$ (24,171)
Net loss per share attributable to common stockholders, basic and diluted	$ (0.35)	$ (8.41)	$ (2.96)	$ (27.25)
Weighted-average common shares used to compute net loss per share attributable to common stockholders, basic and diluted	29,157,069	900,062	10,433,051	887,189

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity Deficit - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands	Total	Series C Convertible Preferred Stock	Private Placement	Convertible Preferred Stock	Convertible Preferred StockSeries C Convertible Preferred Stock	Common Stock	Common StockPrivate Placement	Common StockMirax	Additional Paid-in Capital	Additional Paid-in CapitalPrivate Placement	Accumulated Deficit
Temporary equity balance at Dec. 31, 2014	$ 145,110	$ 30,027		$ 145,110
Temporary equity balance, shares at Dec. 31, 2014	27,654,928	5,184,589		27,654,928
Balance at Dec. 31, 2014	$ (150,623)					$ 9			$ 1,414		$ (152,046)
Balance, shares at Dec. 31, 2014						907,037
Issuance of common stock from option exercises (unaudited)	$ 19								19
Issuance of common stock from option exercises (unaudited), shares	26,555					26,555
Stock-based compensation (unaudited)	$ 531								531
Issuance of Series C convertible preferred stock value					$ 15,729
Issuance stock					2,727,059
Conversion of convertible preferred stock to common stock in connection with the Merger (unaudited)	160,839			$ (160,839)		$ 304			160,535
Conversion of convertible preferred stock to common stock in connection with the shares merger				(30,381,987)		30,381,987
Issuance of common stock value private placement			$ 26,224				$ 59			$ 26,165
Issuance stock							5,884,504	1,000,005
Conversion of convertible preferred stock warrants to common stock warrants (unaudited)	93								93
Issuance of common stock warrants (unaudited)	316								316
Net loss (unaudited)	(30,889)										(30,889)
Balance (Unaudited) at Sep. 30, 2015	$ 6,510					$ 372			$ 189,073		$ (182,935)
Balance, shares (Unaudited) at Sep. 30, 2015						38,200,088

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity Deficit (Parenthetical) $ in Thousands	9 Months Ended
	Sep. 30, 2015USD ($)
Private Placement
Offering cost	$ 3,223
Series C Convertible Preferred Stock
Offering cost	$ 221

Condensed Consolidated Stateme7

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (30,889)	$ (24,180)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	913	737
Stock-based compensation	531	262
Change in fair value of convertible preferred stock warrant liability	(45)	(74)
Inventory lower of cost and market adjustment	995	598
Write-off of deferred offering cost	2,920
Amortization of debt discount and interest accrual	573	138
Changes in operating assets and liabilities:
Accounts receivable	903	(2,004)
Inventory	(2,406)	(3,037)
Deposits on purchased inventory	(2,223)	(1,387)
Deferred costs	409
Prepaid expenses and other current assets	(664)	(214)
Accounts payable	(6,048)	8
Notes payable	(240)
Accrued expenses and other long-term liabilities	392	(576)
Customer deposits and deferred revenue	3,574	2,522
Net cash used in operating activities	(31,305)	(27,207)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(2,906)	(1,397)
Change in restricted cash balance	500	(100)
Net cash used in investing activities	(2,406)	(1,497)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible notes, net		3,904
Repurchase of Series A convertible preferred stock		(37)
Proceeds from issuance of convertible preferred stock, net	15,729
Proceeds from draw down of long-term debt, net	27,381
Payments of long-term debt	(15,000)
Proceeds from common stock private placement, gross	29,447
Payment of offering costs related to common stock private placement	(2,302)
Payments of costs related to the initial public offering	(628)
Proceeds from the exercise of stock options	19	21
Net cash provided by financing activities	54,646	3,888
NET INCREASE (DECREASE) IN CASH	20,935	(24,816)
CASH — BEGINNING OF PERIOD	11,129	26,529
CASH — END OF PERIOD	32,064	1,713
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	1,711	1,111
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchase of fixed assets in accounts payable and accrued expenses	(309)	$ 150
Fair value of common stock warrants issued to placement agents as service payment	316
Offering cost in accounts payable and accrued expenses	$ 605

Background and Organization

Background and Organization	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Background and Organization	1. Background and Organization On July 23, 2015, ViewRay, Inc. (f/k/a Mirax Corp.), or the Company, and ViewRay Technologies, Inc. (f/k/a ViewRay Incorporated), consummated an Agreement and Plan of Merger and Reorganization, or Merger Agreement. Pursuant to the Merger Agreement, the stockholders of ViewRay Technologies, Inc. contributed all of their equity interests to the Company for shares of the Company’s common stock and merged with the Company’s subsidiary, which resulted in ViewRay Technologies, Inc. becoming a wholly-owned subsidiary of the Company (the Merger). Refer to Note 4 for further information on the Merger. ViewRay, Inc. and its wholly owned subsidiary ViewRay Technologies, Inc., designs, manufactures and markets MRIdian, the first and only MRI-guided radiation therapy system to image and treat cancer patients simultaneously. Since inception, ViewRay Technologies, Inc. has devoted substantially all of its efforts towards research and development, initial selling and marketing activities, raising capital and preparing for the manufacturing and shipment of MRIdian systems. In May 2012, ViewRay Technologies, Inc. was granted clearance from the U.S. Food and Drug Administration, or FDA, to sell MRIdian. In November 2013, ViewRay Technologies, Inc. received its first clinical acceptance of a MRIdian at a customer site, and the first patient was treated with that system in January 2014. ViewRay Technologies, Inc. received permission to affix the CE mark in November 2014.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies, as described below and elsewhere in the accompanying notes to the condensed consolidated financial statements. Basis of Presentation The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP, and pursuant to the rules and regulation of the Securities and Exchanges Commission, or SEC. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements have been included. The results of operations for the three months and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 or any future period. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2014. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allocation of revenue to its multiple deliverable elements, inventory write-downs to reflect net realizable value, assumptions used in the valuation of stock-based awards, accrued losses from purchase commitments, and valuation allowances against deferred tax assets. Actual results could differ from those estimates. Inventory Inventory consists of purchased components for assembling MRIdian systems and other direct and indirect costs associated with MRIdian system installation. Inventory is stated at the lower of cost or market value. All inventories expected to be placed in service during ViewRay Technologies, Inc. normal operating cycle for the delivery and assembly of MRIdian systems, including items expected to be on hand for more than one year, are classified as current assets. Effective January 1, 2015, ViewRay Technologies, Inc. made a voluntary change to its accounting policy for inventory cost basis. Under the previous accounting policy, the Company recorded inventory items on a first-in, first-out basis through specific identification. Purchased components were assigned to each MRIdian system at original cost. Under the new accounting policy, ViewRay Technologies, Inc. recorded inventory at weighted average cost basis. The Company believes that this change is preferable because it will be more efficient for the Company to keep track of its inventory cost. The first-in, first-out cost basis through specific identification accounting policy was manageable at the time since ViewRay Technologies, Inc. had limited MRIdian system installations (one MRIdian system installation during the year ended December 31, 2013, and another two MRIdian system installation during the year ended December 31, 2014). However, due to the Company’s growing business and sales, the number of planned MRIdian system installation has been increasing. Purchased components are no longer assigned to specific MRIdian system installation. Along with the Company’s increased components purchasing activities, the new accounting policy will significantly reduce the Company’s burden and cost of inventory management. In accordance with applicable accounting literature, a change in inventory cost basis is treated as a change in accounting principle and requires retrospective application. The accounting policy change has no cumulative effect on ViewRay Technologies, Inc. annual statements of operations prior to January 1, 2015, an immaterial effect on ViewRay Technologies, Inc. interim condensed consolidated statements of operations for the year ended December 31, 2014. Therefore, no retrospective adjustment of the Company’s annual consolidated financial statements are required, and the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2014 is not revised for the immaterial impact from the accounting policy change. Recent Accounting Pronouncements In July 2015 the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In April 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs

Going Concern

Going Concern	9 Months Ended
	Sep. 30, 2015
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Going Concern	3. Going Concern The Company’s unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. There are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

Merger

Merger	9 Months Ended
	Sep. 30, 2015
Business Combinations [Abstract]
Merger	4. Merger On July 23, 2015, ViewRay, Inc. (f/k/a Mirax Corp.), or the Company, and ViewRay Technologies, Inc. (f/k/a ViewRay Incorporated), consummated an Agreement and Plan of Merger and Reorganization, or Merger Agreement. Pursuant to the Merger Agreement, the stockholders of ViewRay Technologies, Inc. contributed all of their equity interests to the Company for shares of the Company’s common stock and merged with the Company’s subsidiary, which resulted in ViewRay Technologies, Inc. becoming a wholly-owned subsidiary of the Company (the Merger). Effective as of July 23, 2015, the Company amended and restated its Certificate of Incorporation to increase its authorized common stock to 300,000,000 shares and 10,000,000 shares of “blank check” preferred stock, par value of $0.01 per share. Upon the closing of the Merger, under the terms of the Split-Off Agreement, dated July 23, 2015 among the Company, ViewRay Technologies, Inc and Vesuvius Acquisition Sub, Inc., the acquisition subsidiary of the Company (the Split-Off Agreement), and a general release agreement dated July 23, 2015 (the General Release Agreement), the Company transferred all of its pre-Merger operating assets and liabilities to wholly- owned special-purpose subsidiary incorporated in Nevada, Vesuvius Acquisition Sub, Inc. (the Split-Off Subsidiary). Thereafter, the Company transferred all of the outstanding shares of capital stock of the Split-Off Subsidiary to certain pre-Merger insiders of the Company in exchange for the surrender and cancellation of shares of the Company’s common stock held by such persons. Together with the Merger, on July 23, 2015, ViewRay Technologies, Inc. effected a 2.975-for-1 stock split of its then outstanding common stock and convertible preferred stock (collectively referred to as “Capital Stock”) and convertible preferred stock warrants, in which (i) each share of outstanding Capital Stock was increased into 2.975 shares of Capital Stock; (ii) the number of outstanding options to purchase each Capital Stock was proportionately increased on a 2.975-for-1 basis; (iii) number of shares reserved for future option grants under the 2008 Plan were proportionately increased on a 2.975-for-1 basis; (iv) the exercise price of each such outstanding option was proportionately decreased on a 2.975-for-1 basis; and (v) each share of outstanding convertible preferred stock warrant was increased into 2.975 shares of convertible preferred stock warrant. All of the share and per share amounts have been adjusted, on a retroactive basis, to reflect this 2.975-for-1 stock split. At the closing of the Merger, the Company conducted a private placement offering, or the Private Placement, of its securities for $26.2 million, net of offering cost, through the sale of 5,884,504 shares of the common stock of the surviving corporation, at an offering price of $5.00 per share. Investors in ViewRay Technologies, Inc. purchased $17.0 million of shares in the Private Placement. Certain shareholders of the Company retained, after giving effect to the Split-Off, 1,000,005 shares of the common stock of the surviving corporation upon the Private Placement. The former stockholders of ViewRay Technologies Inc. collectively own approximately 90.9% of the outstanding shares of the Company’s common stock. Immediately following the closing of the Merger, the Company’s outstanding shares of common stock (on a fully diluted basis) are owned as follows: • • • • • • The Merger is being accounted for as a reverse-merger and recapitalization. ViewRay Technologies, Inc. is the acquirer for financial reporting purposes, and ViewRay, Inc. is the acquired company under the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combination. Consequently, the assets, liabilities and operations that will be reflected in the historical consolidated financial statements prior to the Merger will be those of ViewRay Technologies, Inc. and will be recorded at the historical cost basis, and the condensed consolidated financial statements after completion of the Merger will include the assets, liabilities and results of operations of ViewRay Technologies, Inc. up to the day prior to the closing of the Merger and the assets, liabilities and results of operations of the combined company from and after the closing date of the Merger.

Balance Sheet Components

Balance Sheet Components	9 Months Ended
	Sep. 30, 2015
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Balance Sheet Components	5 . Balance Sheet Components Property and Equipment Property and equipment consisted of the following (in thousands): September 30, 2015 December 31, 2014 (Unaudited) Prototype $ 6,471 $ 6,342 Machine and equipment 5,605 4,214 Leasehold improvements 1,274 1,270 Furniture and fixtures 347 263 Software 790 647 Construction in progress 1,402 — Property and equipment, gross 15,889 12,736 Less: accumulated depreciation and amortization (10,593 ) (9,805 ) Property and equipment, net $ 5,296 $ 2,931 Depreciation and amortization expense related to property and equipment was $280 thousand, $207 thousand, $788 thousand and $612 thousand during the three months ended September 30, 2015 and 2014 and the nine months ended September 30, 2015 and 2014, respectively. Intangible Assets Intangible assets consisted of the following (in thousands): September 30, 2015 December 31, 2014 (Unaudited) Intangible assets – license cost $ 500 $ 500 Accumulated amortization (361 ) (236 ) Intangible assets, net $ 139 $ 264 Intangible amortization expense was $42 thousand, $42 thousand, $125 thousand and $125 thousand during the three months ended September 30, 2015 and 2014 and the nine months ended September 30, 2015 and 2014, respectively, which were recorded in general and administrative expenses in the condensed consolidated statements of operations. At September 30, 2015, the estimated future amortization expense of purchased intangible assets was as follows (in thousands): Year Ending December 31, Estimated Amortization Expense (Unaudited) The remainder of 2015 $ 42 2016 97 Total amortization expense $ 139 Accrued Liabilities Accrued liabilities consisted of the following (in thousands): September 30, 2015 December 31, 2014 (Unaudited) Accrued payroll and related benefits $ 1,779 $ 1,652 Accrued accounts payable 478 946 Sales tax and medical device excise tax payable 33 499 Accrued legal and accounting 410 901 Accrued interest — 142 Accrued debt facility fee 1,500 — Other 814 296 Total accrued liabilities $ 5,014 $ 4,436 Deferred Revenue Deferred revenue consisted of the following (in thousands): September 30, 2015 December 31, 2014 (Unaudited) Deferred revenue: Product $ 5,050 $ 6,919 Services 573 442 Total deferred revenue 5,623 7,361 Less: current portion of deferred revenue (5,249 ) (7,361 ) Noncurrent portion of deferred revenue $ 374 $ —

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2015
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	6 . Fair Value of Financial Instruments The Company’s financial instruments that are carried at fair value mainly consist of Level 1 assets and Level 3 liabilities. Level 1 assets include highly liquid bank deposits and money market funds, which were not material at September 30, 2015 and December 31, 2014. Level 3 liabilities consist of the convertible preferred stock warrant liability. The convertible preferred stock warrant liability was valued using the Black-Scholes option-pricing model. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value of the warrant (see Note 8). The convertible preferred stock warrants were issued in December 2013 and were still outstanding at December 31, 2014. In July 2015, upon the Merger of the Company and ViewRay Technologies, Inc., and the Private Placement, the convertible preferred stock warrants were converted into warrants to purchase the Company’s common stock. The aggregate fair value of these warrants upon the closing of the Merger is $93 thousand which was reclassified from liabilities to common stock additional paid-in-capital, a component of condensed consolidated stockholder’s equity (deficit), and the Company ceased recording further related periodic fair value change adjustments. The following table sets forth the fair value of the Company’s financial liabilities by level within the fair value hierarchy (in thousands): At September 30, 2015 Level 1 Level 2 Level 3 Total (Unaudited) Convertible preferred stock warrant liability $ — $ — $ — $ — At December 31, 2014 Level 1 Level 2 Level 3 Total Convertible preferred stock warrant liability $ — $ — $ 138 $ 138 The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands): Nine Months Ended 2015 (Unaudited) Fair value, beginning of period $ 138 Change in fair value of Level 3 financial liabilities (45 ) Reclassification of preferred stock warrant liabilities to additional paid-in-capital in conjunction with the conversion of the convertible preferred stock into common stock upon closing of the Merger (93 ) Fair value, end of period $ — The gains and losses from re-measurement of Level 3 financial liabilities are recorded as part of other income (expense), net in the condensed consolidated statements of operations.

Term Loan

Term Loan	9 Months Ended
	Sep. 30, 2015
Debt Instruments [Abstract]
Term Loan	7 . Term Loan 2015 Term Loan On June 26, 2015, ViewRay Technologies, Inc. entered into a Term Loan Agreement, or the Term Loan, with Capital Royalty Partners II L.P and Parallel Investment Opportunities Partners II L.P or together, CRG, for up to $50.0 million of which $30.0 million was made available to us upon closing with the remaining $20.0 million to be available on or before June 26, 2016 at our option upon the occurrence of either (i) an initial public offering of our common stock on a nationally recognized securities exchange that raises a minimum of $40.0 million in net cash proceeds with a minimum of $120.0 million post-money valuation, or Qualifying IPO, or (ii) achievement of a minimum of $25.0 million gross revenue from the sales of the MRIdian system during any consecutive 12 months before March 31, 2016. We drew down the first $30.0 million on closing date. The Term Loan has a maturity date of June 26, 2020 and bears cash interest at a rate of 12.5% per annum to be paid quarterly during the first 3 years, or the interest-payment-only period. The interest-payment-only period can be extended for another year until June 26, 2019 if the Company completes a Qualifying IPO on or before June 26, 2018. During the interest-payment-only period, the Company has the option to elect to pay only 8% of the 12.5% per annum interest in cash, and the remaining 4.5% of the 12.5% per annum interest as compounded interest, or deferred payment in-kind interest, added to the aggregate principal amount of the Term Loan. Principal payment and any deferred payment in-kind interest will be paid quarterly in equal installments following the end of the interest-payment-only period through maturity date. The Term Loan is subject to a prepayment penalty of 3% on the outstanding balance during the first 12 months following the funding of the Term Loan, 2% on the outstanding balance after year 1 but on or before year 2, 1% on the outstanding balance after year 2 but on or before year 3, and 0% on the outstanding loan if prepaid after year 3 thereafter until maturity. The Term Loan is also subject to a facility fee of 5% based on the sum of the Term Loan drawn and any outstanding payment in-kind payable on maturity date or the date such Term Loan becomes due for whatever reason. All direct financing costs were accounted for as a discount on the Term Loan and will be amortized to interest expense during the life of the Term Loan using the effective interest method. The Term Loan is subject to financial covenants and is collateralized by essentially all our assets and limits the Company’s ability with respect to additional indebtedness, investments or dividends, among other things, subject to customary exceptions. On June 26, 2015, ViewRay Technologies, Inc paid off in full the outstanding term loan, the related interest and other penalty fee with Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc., or together, Hercules, using part of the proceeds received from the CRG Term Loan. Hercules Term Loan was entered in December 2013.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2015
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	8 . Commitments and Contingencies Operating Leases The Company leases office space in Oakwood Village, Ohio and Mountain View, California under non-cancellable operating leases. At December 31, 2014, the future minimum payments for the operating leases are as follows (in thousands): Year Ending December 31, Future Payments 2015 $ 1,086 2016 1,113 2017 1,106 2018 963 2019 and thereafter 823 Total future minimum payments $ 5,091 Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. In the normal course of business, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. At September 30, 2015 and December 31, 2014, the Company was not involved in any material legal proceedings. Purchase Commitments At September 30, 2015, the Company had no outstanding firm purchase commitments.

Convertible Preferred Stock

Convertible Preferred Stock	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
Convertible Preferred Stock	9 . Convertible Preferred Stock In January 2015, the Company issued an aggregate of 162,407 shares of Series C convertible preferred stock to a new investor at a price of $5.84 per share for a total gross consideration of $950 thousand. In February 2015, the Company issued 2,564,652 shares of Series C convertible preferred stock to another investor at a price of $5.84 per share for total gross consideration of $15.0 million. The rights, privileges and preferences of the issued Series C convertible preferred stock in January and February 2015 are the same as the Series C convertible preferred stock outstanding as of December 31, 2014. On July 23, 2015, upon the closing of the Merger, all of ViewRay Technologies, Inc.’s 30,381,987 shares of outstanding convertible preferred stock were converted into the Company’s common stock at a 1:1 conversion rate. Convertible preferred stock as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands, except share data): September 30, 2015 Shares Authorized Shares Issued and Outstanding Aggregate Liquidation Preference Net Carrying Value (Unaudited) Series A 398,500 — $ — $ — Series B 60,500,000 — — — Series C 19,812,497 — — — Total 80,710,997 — $ — $ — December 31, 2014 Shares Authorized Shares Issued and Outstanding Aggregate Liquidation Preference Net Carrying Value Series A 398,500 162,109 $ 3,004 $ 3,003 Series B 60,500,000 22,308,230 113,405 112,080 Series C 13,562,497 5,184,589 30,323 30,027 Total 74,460,997 27,654,928 $ 146,732 $ 145,110

Stock Warrant

Stock Warrant	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
Stock Warrant	10. Stock Warrant Related to a 2013 debt financing, the Company issued a warrant to purchase 128,231 shares of Series C convertible preferred stock. The convertible preferred stock warrant was recorded as a liability and is adjusted to fair value at each balance sheet date, with the change in fair value being recorded as a component of other income (expense), net in the condensed consolidated statements of operations. Upon issuance, the fair value of the warrant was estimated to be $158 thousand. As of December 31, 2014, the warrant had not been exercised and was still outstanding. Change in the fair value of the warrant was ($6) thousand and $19 thousand for the three months ended September 30, 2015 and 2014, and $45 thousand and $74 thousand for the nine months ended September 30, 2015 and 2014, were recognized in the condensed consolidated statements of operations. All shares of Series C convertible preferred stock were converted into common stock, and the warrant to purchase Series C convertible preferred stock was converted into the warrant to purchase 128,231 shares of the Company’s common stock, upon the closing of the Merger on July 23, 2015. The fair value of the preferred stock warrant liability of $93 thousand was reclassed into common stock additional paid-in capital in the accompanying balance sheets for the nine months ended September 30, 2015. Related to the Merger and the Private Placement, in July and August 2015, the Company issued 198,760 shares of common stock warrants at an exercise price of $5.00 per share to private placement agents as payment for services provided. These placement warrants are exercisable at any time at the option of the holder until the five year anniversary of its date of issuance. The number of shares of common stock issuable upon the exercise of each placement warrant is adjustable in the event of certain stock dividends, stock splits, combinations of shares and similar transactions. Upon exercise, the aggregate exercise price of the warrants issued are payable by the holders in cash. The Company estimated the aggregate fair value of the warrants issued to placement agents as of the grant date to be $316 thousand and recorded as an offering cost against the total proceeds from the Private Placement recorded in common stock additional paid-in capital in the accompanying condensed consolidated balance sheets and condensed consolidated statements of convertible preferred stock and stockholders equity (deficit) as of September 30, 2015. Pursuant to ASC 815-15 and ASC 815-40, the fair value of the placement warrants was recorded as equity awards on the grant date. The placement warrants were valued at their grant dates using the Black-Scholes pricing model and the following weighted average assumptions: September 30, 2015 Common Stock Warrant: Expected term (in years) 5.0 Expected volatility 31.8% Risk-free interest rate 1.6% Expected dividend yield 0%

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2015
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Stock-Based Compensation	11 . Stock-Based Compensation A summary of the Company’s stock option activity and related information is as follows: Options Outstanding Shares Available for Grant Number of Stock Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual (Years) Aggregate Intrinsic Value (In thousands) Balance at December 31, 2014 295,101 4,248,519 $ 0.76 7.7 $ 8,343 Additional authorized (unaudited) 4,708,447 Granted (unaudited) (1,911,137 ) 1,911,137 5.04 Exercised (unaudited) — (26,555 ) 0.73 Cancelled (unaudited) 121,941 (121,941 ) 1.30 Balance at September 30, 2015 (unaudited) 3,214,352 6,011,160 $ 2.11 7.8 $ 18,755 Vested and exercisable at September 30, 2015 (unaudited) 2,911,734 $ 0.82 6.5 $ 12,702 Vested and expected to vest at September 30, 2015 (unaudited) 4,576,826 $ 1.88 7.6 $ 15,329 The weighted-average grant date fair value of options granted to employees was $3.13 per share during the nine months ended September 30, 2015. The grant date fair value of options vested was $390 thousand during nine months ended September 30, 2015. Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. At September 30, 2015, total unrecognized compensation cost related to stock-based awards granted to employees, net of estimated forfeitures, was $5.6 million which is expected to be recognized over a weighted-average period of 3.5 years. Determination of Fair Value The determination of the fair value of stock options on the date of grant using an option-pricing model is affected by the estimated fair value of the Company’s common stock, as well as assumptions regarding a number of complex and subjective variables. The variables used to calculate the fair value of stock options using the Black-Scholes option-pricing model include actual and projected employee stock option exercise behaviors, expected price volatility of the Company’s common stock, the risk-free interest rate and expected dividends. Each of these inputs is subjective and generally requires significant judgment to determine. Fair Value of Common Stock Prior to the Merger, the fair value of the common stock underlying the stock-based awards was determined by ViewRay Technologies, Inc.’s board of directors, with input from management and third-party valuations. Post Merger, our common stock shares are listed on the OTC Bulletin Board. Fair value of the common stock is the adjusted closing price of the Company’s common stock on the trading date. Expected Term The expected term represents the period that the Company’s option awards are expected to be outstanding. The Company considers several factors in estimating the expected term of options granted, including the expected lives used by a peer group of companies within the Company’s industry that the Company considers to be comparable to its business and the historical option exercise behavior of its employees, which the Company believes is representative of future behavior. Expected Volatility As the Company does not have a sufficient trading history for its common stock, the expected stock price volatility for the Company’s common stock was estimated by taking the average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. Industry peers consist of several public companies in the Company’s industry which were the same as the comparable companies used in the common stock valuation analysis. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of its own share price becomes available, or unless circumstances change such that the identified companies are no longer similar to the Company, in which case, more suitable companies whose share prices are publicly available would be used in the calculation. Risk-Free Interest Rate The risk-free interest rate is based on the zero coupon U.S. Treasury notes, with maturities similar to the expected term of the options. Expected Dividend Yield The Company does not anticipate paying any dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero in the Black-Scholes option-valuation model. In addition to the Black-Scholes assumptions discussed immediately above, the estimated forfeiture rate also has a significant impact on the related stock-based compensation. The forfeiture rate of stock options is estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. For the nine months ended September 30, 2015, the weighted average fair value of employee stock options was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions. 1,911,137 shares were granted during the nine months ended September 30, 2015. Nine Months Ended September 2015 (Unaudited) Expected term (in years) 6.0 Expected volatility% 68.7% Risk-free interest rate% 1.8% Expected dividend yield% 0.0% Stock-Based Compensation Expense Total stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations is classified as follows (in thousands): Three Nine Months Ended September 30, 2015 2014 2015 2014 (Unaudited) Research and development $ 95 $ 14 $ 143 $ 70 Selling and marketing 16 3 26 11 General and administrative 272 41 362 181 Total stock-based compensation expense $ 383 $ 58 $ 531 $ 262 During the three months and nine months ended September 30, 2015 and 2014, there were no stock-based compensation expenses capitalized as a component of inventory or recognized in cost of revenue. Stock-based compensation relating to stock-based awards granted to consultants was insignificant for the three months and nine months ended September 30, 2015 and 2014.

Net Loss per Share

Net Loss per Share	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [Abstract]
Net Loss per Share	12 . Net Loss per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented (in thousands, except share and per share data): Three Nine Months Ended September 30, 2015 2014 2015 2014 (Unaudited) Net loss $ (10,260 ) $ (7,569 ) $ (30,889 ) $ (24,180 ) Gain due to repurchase of Series A preferred stock — — — 9 Net loss attributable to common stockholders $ (10,260 ) $ (7,569 ) $ (30,889 ) $ (24,171 ) Weighted-average common shares used in computing net loss per share, basic and diluted 29,157,069 900,062 10,433,051 887,189 Net loss per share, basic and diluted $ (0.35 ) $ (8.41 ) $ (2.96 ) $ (27.25 ) The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (Unaudited) Convertible preferred stock (if converted) 7,265,258 25,034,977 22,138,427 25,035,220 Options to purchase common stock 5,535,394 4,164,151 4,701,033 3,627,700 Stock warrants (if converted) 269,079 128,231 175,696 128,231

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
Subsequent Events	1 3 . Subsequent Events The Company has evaluated subsequent events through November 16, 2015, the date on which these condensed consolidated financial statements were issued. No significant subsequent events to this date would have had material impact on the Company’s condensed consolidated financial statements as of and for the nine months ended September 30, 2015.

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP, and pursuant to the rules and regulation of the Securities and Exchanges Commission, or SEC. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements have been included. The results of operations for the three months and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 or any future period. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2014.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allocation of revenue to its multiple deliverable elements, inventory write-downs to reflect net realizable value, assumptions used in the valuation of stock-based awards, accrued losses from purchase commitments, and valuation allowances against deferred tax assets. Actual results could differ from those estimates.
Inventory	Inventory Inventory consists of purchased components for assembling MRIdian systems and other direct and indirect costs associated with MRIdian system installation. Inventory is stated at the lower of cost or market value. All inventories expected to be placed in service during ViewRay Technologies, Inc. normal operating cycle for the delivery and assembly of MRIdian systems, including items expected to be on hand for more than one year, are classified as current assets. Effective January 1, 2015, ViewRay Technologies, Inc. made a voluntary change to its accounting policy for inventory cost basis. Under the previous accounting policy, the Company recorded inventory items on a first-in, first-out basis through specific identification. Purchased components were assigned to each MRIdian system at original cost. Under the new accounting policy, ViewRay Technologies, Inc. recorded inventory at weighted average cost basis. The Company believes that this change is preferable because it will be more efficient for the Company to keep track of its inventory cost. The first-in, first-out cost basis through specific identification accounting policy was manageable at the time since ViewRay Technologies, Inc. had limited MRIdian system installations (one MRIdian system installation during the year ended December 31, 2013, and another two MRIdian system installation during the year ended December 31, 2014). However, due to the Company’s growing business and sales, the number of planned MRIdian system installation has been increasing. Purchased components are no longer assigned to specific MRIdian system installation. Along with the Company’s increased components purchasing activities, the new accounting policy will significantly reduce the Company’s burden and cost of inventory management. In accordance with applicable accounting literature, a change in inventory cost basis is treated as a change in accounting principle and requires retrospective application. The accounting policy change has no cumulative effect on ViewRay Technologies, Inc. annual statements of operations prior to January 1, 2015, an immaterial effect on ViewRay Technologies, Inc. interim condensed consolidated statements of operations for the year ended December 31, 2014. Therefore, no retrospective adjustment of the Company’s annual consolidated financial statements are required, and the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2014 is not revised for the immaterial impact from the accounting policy change.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In July 2015 the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In April 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs

Balance Sheet Components (Table

Balance Sheet Components (Tables)	9 Months Ended
	Sep. 30, 2015
Balance Sheet Related Disclosures [Abstract]
Schedule of Property and Equipment	Property and equipment consisted of the following (in thousands): September 30, 2015 December 31, 2014 (Unaudited) Prototype $ 6,471 $ 6,342 Machine and equipment 5,605 4,214 Leasehold improvements 1,274 1,270 Furniture and fixtures 347 263 Software 790 647 Construction in progress 1,402 — Property and equipment, gross 15,889 12,736 Less: accumulated depreciation and amortization (10,593 ) (9,805 ) Property and equipment, net $ 5,296 $ 2,931
Summary of Intangible Assets	Intangible assets consisted of the following (in thousands): September 30, 2015 December 31, 2014 (Unaudited) Intangible assets – license cost $ 500 $ 500 Accumulated amortization (361 ) (236 ) Intangible assets, net $ 139 $ 264
Summary of Estimated Future Amortization Expense	At September 30, 2015, the estimated future amortization expense of purchased intangible assets was as follows (in thousands): Year Ending December 31, Estimated Amortization Expense (Unaudited) The remainder of 2015 $ 42 2016 97 Total amortization expense $ 139
Schedule of Accrued Liabilities	Accrued liabilities consisted of the following (in thousands): September 30, 2015 December 31, 2014 (Unaudited) Accrued payroll and related benefits $ 1,779 $ 1,652 Accrued accounts payable 478 946 Sales tax and medical device excise tax payable 33 499 Accrued legal and accounting 410 901 Accrued interest — 142 Accrued debt facility fee 1,500 — Other 814 296 Total accrued liabilities $ 5,014 $ 4,436
Schedule of Deferred Revenue	Deferred revenue consisted of the following (in thousands): September 30, 2015 December 31, 2014 (Unaudited) Deferred revenue: Product $ 5,050 $ 6,919 Services 573 442 Total deferred revenue 5,623 7,361 Less: current portion of deferred revenue (5,249 ) (7,361 ) Noncurrent portion of deferred revenue $ 374 $ —

Fair Value of Financial Instr23

Fair Value of Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2015
Fair Value Disclosures [Abstract]
Schedule of Fair Value of Financial Liabilities	The following table sets forth the fair value of the Company’s financial liabilities by level within the fair value hierarchy (in thousands): At September 30, 2015 Level 1 Level 2 Level 3 Total (Unaudited) Convertible preferred stock warrant liability $ — $ — $ — $ — At December 31, 2014 Level 1 Level 2 Level 3 Total Convertible preferred stock warrant liability $ — $ — $ 138 $ 138
Summary of Changes in Fair Value of Level 3 Financial Liabilities	The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands): Nine Months Ended 2015 (Unaudited) Fair value, beginning of period $ 138 Change in fair value of Level 3 financial liabilities (45 ) Reclassification of preferred stock warrant liabilities to additional paid-in-capital in conjunction with the conversion of the convertible preferred stock into common stock upon closing of the Merger (93 ) Fair value, end of period $ —

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2015
Commitments And Contingencies Disclosure [Abstract]
Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Lease Agreements	At December 31, 2014, the future minimum payments for the operating leases are as follows (in thousands): Year Ending December 31, Future Payments 2015 $ 1,086 2016 1,113 2017 1,106 2018 963 2019 and thereafter 823 Total future minimum payments $ 5,091

Convertible Preferred Stock (Ta

Convertible Preferred Stock (Tables)	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
Components of Convertible Preferred Stock	Convertible preferred stock as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands, except share data): September 30, 2015 Shares Authorized Shares Issued and Outstanding Aggregate Liquidation Preference Net Carrying Value (Unaudited) Series A 398,500 — $ — $ — Series B 60,500,000 — — — Series C 19,812,497 — — — Total 80,710,997 — $ — $ — December 31, 2014 Shares Authorized Shares Issued and Outstanding Aggregate Liquidation Preference Net Carrying Value Series A 398,500 162,109 $ 3,004 $ 3,003 Series B 60,500,000 22,308,230 113,405 112,080 Series C 13,562,497 5,184,589 30,323 30,027 Total 74,460,997 27,654,928 $ 146,732 $ 145,110

Stock Warrant (Tables)

Stock Warrant (Tables)	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
Summary of Assumptions to Use Option Pricing Model	The placement warrants were valued at their grant dates using the Black-Scholes pricing model and the following weighted average assumptions: September 30, 2015 Common Stock Warrant: Expected term (in years) 5.0 Expected volatility 31.8% Risk-free interest rate 1.6% Expected dividend yield 0%

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2015
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Summary of Company's Stock Option Activity and Related Information	A summary of the Company’s stock option activity and related information is as follows: Options Outstanding Shares Available for Grant Number of Stock Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual (Years) Aggregate Intrinsic Value (In thousands) Balance at December 31, 2014 295,101 4,248,519 $ 0.76 7.7 $ 8,343 Additional authorized (unaudited) 4,708,447 Granted (unaudited) (1,911,137 ) 1,911,137 5.04 Exercised (unaudited) — (26,555 ) 0.73 Cancelled (unaudited) 121,941 (121,941 ) 1.30 Balance at September 30, 2015 (unaudited) 3,214,352 6,011,160 $ 2.11 7.8 $ 18,755 Vested and exercisable at September 30, 2015 (unaudited) 2,911,734 $ 0.82 6.5 $ 12,702 Vested and expected to vest at September 30, 2015 (unaudited) 4,576,826 $ 1.88 7.6 $ 15,329
Schedule of Weighted-Average Assumptions Fair Value of Employee Stock Options Estimated Date of Grant Using Black-Scholes Option-Pricing Model	For the nine months ended September 30, 2015, the weighted average fair value of employee stock options was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions. 1,911,137 shares were granted during the nine months ended September 30, 2015. Nine Months Ended September 2015 (Unaudited) Expected term (in years) 6.0 Expected volatility% 68.7% Risk-free interest rate% 1.8% Expected dividend yield% 0.0%
Summary of Stock-Based Compensation Expense	Total stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations is classified as follows (in thousands): Three Nine Months Ended September 30, 2015 2014 2015 2014 (Unaudited) Research and development $ 95 $ 14 $ 143 $ 70 Selling and marketing 16 3 26 11 General and administrative 272 41 362 181 Total stock-based compensation expense $ 383 $ 58 $ 531 $ 262

Net Loss per Share (Tables)

Net Loss per Share (Tables)	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [Abstract]
Computation of Company's Basic and Diluted Net Loss Per Share	The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented (in thousands, except share and per share data): Three Nine Months Ended September 30, 2015 2014 2015 2014 (Unaudited) Net loss $ (10,260 ) $ (7,569 ) $ (30,889 ) $ (24,180 ) Gain due to repurchase of Series A preferred stock — — — 9 Net loss attributable to common stockholders $ (10,260 ) $ (7,569 ) $ (30,889 ) $ (24,171 ) Weighted-average common shares used in computing net loss per share, basic and diluted 29,157,069 900,062 10,433,051 887,189 Net loss per share, basic and diluted $ (0.35 ) $ (8.41 ) $ (2.96 ) $ (27.25 )
Anti-Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share	The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (Unaudited) Convertible preferred stock (if converted) 7,265,258 25,034,977 22,138,427 25,035,220 Options to purchase common stock 5,535,394 4,164,151 4,701,033 3,627,700 Stock warrants (if converted) 269,079 128,231 175,696 128,231

Merger - Additional Information

Merger - Additional Information (Details) $ / shares in Units, $ in Millions	Jul. 23, 2015USD ($)$ / sharesshares	Sep. 30, 2015shares	Dec. 31, 2014shares
Business Acquisition [Line Items]
Common stock, shares authorized	300,000,000	90,000,000	88,000,000
Reverse stock split, description		On July 23, 2015, ViewRay Technologies, Inc. effected a 2.975-for-1 stock split of its then outstanding common stock and convertible preferred stock (collectively referred to as “Capital Stock”) and convertible preferred stock warrants, in which (i) each share of outstanding Capital Stock was increased into 2.975 shares of Capital Stock; (ii) the number of outstanding options to purchase each Capital Stock was proportionately increased on a 2.975-for-1 basis; (iii) number of shares reserved for future option grants under the 2008 Plan were proportionately increased on a 2.975-for-1 basis; (iv) the exercise price of each such outstanding option was proportionately decreased on a 2.975-for-1 basis; and (v) each share of outstanding convertible preferred stock warrant was increased into 2.975 shares of convertible preferred stock warrant. All of the share and per share amounts have been adjusted, on a retroactive basis, to reflect this 2.975-for-1 stock split.
Reverse stock split, conversion ratio	2.975
Common stock, shares outstanding		38,200,088	907,037
Options to purchase shares granted to employees		1,911,137
Common stock shares adopted under ESPP	285,621
2008 Stock and 2015 Equity Incentive Plan
Business Acquisition [Line Items]
Percentage of common stock on diluted basis	19.30%
Common stock reserved for issuance	9,225,397
2015 Equity Incentive Plan
Business Acquisition [Line Items]
Options to purchase shares granted to employees	1,507,147
Former Holders Of View Ray Technologies, Inc
Business Acquisition [Line Items]
Common stock, shares outstanding	34,715,582
Percentage of stock owned by former stockholders	72.70%
Convertible warrants	128,231
Percentage of common stock warrants on diluted basis	0.30%
Placement Agents
Business Acquisition [Line Items]
Percentage of common stock on diluted basis	0.40%
Common stock issued as warrants	198,760
Holders of Mirax
Business Acquisition [Line Items]
Common stock, shares outstanding	1,000,005
Percentage of common stock on diluted basis	2.10%
Private Placement
Business Acquisition [Line Items]
Private placement, value | $	$ 26.2
Private placement, common shares	5,884,504
Sales of share common stock, per share | $ / shares	$ 5
Percentage of common stock on diluted basis	12.30%
Private Placement | Investor
Business Acquisition [Line Items]
Private placement, value | $	$ 17
Private Placement | Share Holders of Mirax
Business Acquisition [Line Items]
Common stock, shares outstanding	1,000,005
Private Placement | Majority Shareholder
Business Acquisition [Line Items]
Percentage of stock owned by former stockholders	90.90%
Private Placement | Former Holders Of View Ray Technologies, Inc
Business Acquisition [Line Items]
Private placement, common shares	3,400,003
Private Placement | New Share Holders
Business Acquisition [Line Items]
Private placement, common shares	2,484,501
Blank Check Preferred Stock
Business Acquisition [Line Items]
Preferred stock, shares authorized	10,000,000
Preferred stock, par value | $ / shares	$ 0.01

Balance Sheet Components - Sche

Balance Sheet Components - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 15,889	$ 12,736
Less: accumulated depreciation and amortization	(10,593)	(9,805)
Property and equipment, net	5,296	2,931
Prototype
Property Plant And Equipment [Line Items]
Property and equipment, gross	6,471	6,342
Machine and Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	5,605	4,214
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	1,274	1,270
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	347	263
Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	790	$ 647
Construction in Progress
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 1,402

Balance Sheet Components - Addi

Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Balance Sheet Related Disclosures [Abstract]
Depreciation and amortization	$ 280	$ 207	$ 788	$ 612
Amortization of intangible assets	$ 42	$ 42	$ 125	$ 125

Balance Sheet Components - Summ

Balance Sheet Components - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Balance Sheet Related Disclosures [Abstract]
Intangible assets – license cost	$ 500	$ 500
Accumulated amortization	(361)	(236)
Intangible assets, net	$ 139	$ 264

Balance Sheet Components - Su33

Balance Sheet Components - Summary of Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Balance Sheet Related Disclosures [Abstract]
The remainder of 2015	$ 42
2,016	97
Intangible assets, net	$ 139	$ 264

Balance Sheet Components - Sc34

Balance Sheet Components - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Payables And Accruals [Abstract]
Accrued payroll and related benefits	$ 1,779	$ 1,652
Accrued accounts payable	478	946
Sales tax and medical device excise tax payable	33	499
Accrued legal and accounting	410	901
Accrued interest		142
Accrued debt facility fee	1,500
Other	814	296
Total accrued liabilities	$ 5,014	$ 4,436

Balance Sheet Components - Sc35

Balance Sheet Components - Schedule of Deferred Revenue (Detail) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Deferred Revenue [Line Items]
Total deferred revenue	$ 5,623	$ 7,361
Total deferred revenue	5,623	7,361
Less: current portion of deferred revenue	(5,249)	(7,361)
Deferred revenue, net of current portion	374
Product
Deferred Revenue [Line Items]
Total deferred revenue	5,050	6,919
Total deferred revenue	5,050	6,919
Services
Deferred Revenue [Line Items]
Total deferred revenue	573	442
Total deferred revenue	$ 573	$ 442

Fair Value of Financial Instr36

Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands	Jul. 23, 2015	Dec. 31, 2014
Fair Value Disclosures [Abstract]
Convertible preferred stock warrant liability	$ 93	$ 138

Fair Value of Financial Instr37

Fair Value of Financial Instruments - Schedule of Fair Value of Financial Liabilities (Detail) - Convertible Preferred Stock Warrant Liability $ in Thousands	Dec. 31, 2014USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible preferred stock warrant liability	$ 138
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible preferred stock warrant liability	$ 138

Fair Value of Financial Instr38

Fair Value of Financial Instruments - Summary of Changes in Fair Value of Level 3 Financial Liabilities (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2015USD ($)
Fair Value Disclosures [Abstract]
Fair value, beginning of period	$ 138
Change in fair value of Level 3 financial liabilities	(45)
Reclassification of preferred stock warrant liabilities to additional paid-in-capital in conjunction with the conversion of the convertible preferred stock into common stock upon closing of the Merger	$ (93)

Term Loan - Additional Informat

Term Loan - Additional Information (Detail) - 2015 Term Loan - USD ($)	Jun. 26, 2015	Sep. 30, 2015
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 50,000,000
Current borrowing capacity	30,000,000
Remaining borrowing capacity	20,000,000
Required minimum proceeds from IPO	40,000,000
Required minimum post money valuation after IPO	120,000,000
Debt drawn	$ 30,000,000
Debt maturity date		Jun. 26, 2020
Frequency of periodic payment		Quarterly
Facility fee	5.00%
First 12 months
Debt Instrument [Line Items]
Debt instrument cash interest rate percentage	12.50%
Debt instrument cash interest rate percentage	8.00%
Deferred payment in-kind interest rate	4.50%
Prepayment penalty	3.00%
After Year 1 but on or Before Year 2
Debt Instrument [Line Items]
Debt instrument cash interest rate percentage	12.50%
Debt instrument cash interest rate percentage	8.00%
Deferred payment in-kind interest rate	4.50%
Prepayment penalty	2.00%
After Year 2 but on or Before Year 3
Debt Instrument [Line Items]
Debt instrument cash interest rate percentage	12.50%
Prepayment penalty	1.00%
After Year 3 Thereafter Until Maturity
Debt Instrument [Line Items]
Prepayment penalty	0.00%
MRIdian System
Debt Instrument [Line Items]
Required minimum gross revenue from MRIdian system sales	$ 25,000,000

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Lease Agreements (Detail) $ in Thousands	Dec. 31, 2014USD ($)
Operating Leases Future Minimum Payments Due [Abstract]
2,015	$ 1,086
2,016	1,113
2,017	1,106
2,018	963
2019 and thereafter	823
Total future minimum payments	$ 5,091

Commitments and Contingencies41

Commitments and Contingencies - Additional Information (Detail)	Sep. 30, 2015USD ($)
Commitments And Contingencies Disclosure [Abstract]
Purchase commitments	$ 0

Convertible Preferred Stock - A

Convertible Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended
	Feb. 28, 2015	Jan. 31, 2015	Jul. 23, 2015
Convertible Preferred Stock [Line Items]
Number of convertible preferred stock converted to common stock			30,381,987
Preferred stock conversion rate			100.00%
Series C Convertible Preferred Stock
Convertible Preferred Stock [Line Items]
Convertible preferred stock, shares issued	2,564,652	162,407
Preferred stock, shares issued, price per share	$ 5.84	$ 5.84
Issuance of convertible preferred stock	$ 15,000	$ 950

Convertible Preferred Stock - C

Convertible Preferred Stock - Components of Convertible Preferred Stock (Detail) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized	80,710,997	74,460,997
Convertible preferred stock, shares outstanding		27,654,928
Convertible preferred stock, aggregate liquidation preference		$ 146,732
Convertible preferred stock, Net carrying value		$ 145,110
Series A Convertible Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized	398,500	398,500
Convertible preferred stock, shares outstanding		162,109
Convertible preferred stock, aggregate liquidation preference		$ 3,004
Convertible preferred stock, Net carrying value		$ 3,003
Series B Convertible Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized	60,500,000	60,500,000
Convertible preferred stock, shares outstanding		22,308,230
Convertible preferred stock, aggregate liquidation preference		$ 113,405
Convertible preferred stock, Net carrying value		$ 112,080
Series C Convertible Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized	19,812,497	13,562,497
Convertible preferred stock, shares outstanding		5,184,589
Convertible preferred stock, aggregate liquidation preference		$ 30,323
Convertible preferred stock, Net carrying value		$ 30,027

Stock Warrant - Additional Info

Stock Warrant - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2015	Dec. 31, 2013	Aug. 31, 2015	Jul. 31, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Jul. 23, 2015
Convertible Preferred Stock Warrants [Line Items]
Convertible preferred stock warrant liability	$ 93	$ 158					$ 93
Change in the fair value of the warrant					$ (6)	$ 19	45	$ 74
Estimated fair value of the warrants issued to placement agents	$ 316				$ 316		$ 316
Insiders
Convertible Preferred Stock Warrants [Line Items]
Common stock issued as warrants			198,760	198,760
Common stock issued as warrants, exercise per share			$ 5	$ 5
Common stock warrants, expiry term			5 years	5 years
Term Loan | Series C Convertible Preferred Stock
Convertible Preferred Stock Warrants [Line Items]
Vested and exercisable warrant to purchase		128,231							128,231

Stock Warrant - Summary of Assu

Stock Warrant - Summary of Assumptions to Use Option Pricing Model (Detail) - Common Stock Warrant	9 Months Ended
	Sep. 30, 2015
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Expected term (in years)	5 years
Expected volatility	31.80%
Risk-free interest rate	1.60%
Expected dividend yield	0.00%

Stock-Based Compensation - Summ

Stock-Based Compensation - Summary of Company's Stock Option Activity and Related Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Shares Available for Grant
Shares Available for Grant, Beginning balance	295,101
Shares Available for Grant, Additional authorized (unaudited)	4,708,447
Shares Available for Grant, Granted (unaudited)	(1,911,137)
Shares Available for Grant, Cancelled (unaudited)	121,941
Shares Available for Grant, Ending balance (unaudited)	3,214,352	295,101
Number of Stock Options Outstanding
Number of Stock Options Outstanding, Beginning balance	4,248,519
Number of Stock Options Outstanding, Granted (unaudited)	1,911,137
Number of Stock Options Outstanding, Exercised (unaudited)	(26,555)
Number of Stock Options Outstanding, Cancelled (unaudited)	(121,941)
Number of Stock Options Outstanding, Ending balance (unaudited)	6,011,160	4,248,519
Number of Stock Options Outstanding, Vested and exercisable	2,911,734
Number of Stock Options Outstanding, Vested and expected to vest	4,576,826
Weighted- Average Exercise Price
Weighted- Average Exercise Price, Beginning balance	$ 0.76
Weighted- Average Exercise Price, Granted (unaudited)	5.04
Weighted- Average Exercise Price, Exercised (unaudited)	0.73
Weighted- Average Exercise Price, Cancelled (unaudited)	1.30
Weighted- Average Exercise Price, Ending balance (unaudited)	2.11	$ 0.76
Weighted- Average Exercise Price, Vested and exercisable (unaudited)	0.82
Weighted- Average Exercise Price, Vested and expected to vest (unaudited)	$ 1.88
Weighted- Average Remaining Contractual Life (Years)
Options Outstanding, Weighted- Average Remaining Contractual Life (Years)	7 years 9 months 18 days	7 years 8 months 12 days
Weighted- Average Remaining Contractual Life (Years), Vested and exercisable (unaudited)	6 years 6 months
Weighted- Average Remaining Contractual Life (Years), Vested and expected to vest (unaudited)	7 years 7 months 6 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value, Beginning balance	$ 8,343
Aggregate Intrinsic Value, Ending balance (unaudited)	18,755	$ 8,343
Aggregate Intrinsic Value, Vested and exercisable (unaudited)	12,702
Aggregate Intrinsic Value, Vested and expected to vest (unaudited)	$ 15,329

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Grant date fair value of options vested, per share			$ 3.13
Grant date fair value of options vested			$ 390,000
Options to purchase shares granted to employees			1,911,137
Stock-based compensation expense capitalized	$ 0	$ 0	$ 0	$ 0
Unrecognized compensation cost	$ 5,600,000		$ 5,600,000
Weighted average period for recognition of compensation costs			3 years 6 months

Stock-Based Compensation - Sche

Stock-Based Compensation - Schedule of Weighted-Average Assumptions Fair Value of Employee Stock Options Estimated Date of Grant Using Black-Scholes Option-Pricing Model (Detail)	9 Months Ended
	Sep. 30, 2015
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Expected term (in years)	6 years
Expected volatility%	68.70%
Risk-free interest rate%	1.80%
Expected dividend yield%	0.00%

Stock-Based Compensation - Su49

Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 383	$ 58	$ 531	$ 262
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	95	14	143	70
Selling and Marketing
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	16	3	26	11
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 272	$ 41	$ 362	$ 181

Net Loss Per Share - Computatio

Net Loss Per Share - Computation of Company's Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Earnings Per Share [Abstract]
Net loss	$ (10,260)	$ (7,569)	$ (30,889)	$ (24,180)
Gain due to repurchase of Series A preferred stock				9
Net loss attributable to common stockholders	$ (10,260)	$ (7,569)	$ (30,889)	$ (24,171)
Weighted-average common shares used in computing net loss per share, basic and diluted	29,157,069	900,062	10,433,051	887,189
Net loss per share, basic and diluted	$ (0.35)	$ (8.41)	$ (2.96)	$ (27.25)

Net Loss Per Share - Anti-Dilut

Net Loss Per Share - Anti-Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Detail) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share	7,265,258	25,034,977	22,138,427	25,035,220
Options To Purchase Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share	5,535,394	4,164,151	4,701,033	3,627,700
Stock Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share	269,079	128,231	175,696	128,231