Accuray Announces Stockholder Approval of Key Financing-Related Proposals and Appointment of New Independent Director

The financing combines a $40 million debt-for-preferred-stock exchange with new equity funding and access to additional borrowing.

Rhea-AI Summary

Accuray (ARAY) secured stockholder approval of financing-related proposals, enabling completion of its previously announced transactions with TCW Asset Management Company.

TCW is Accuray's primary lender and largest shareholder. The financing includes exchanging $40 million of term loan debt for convertible preferred stock, a $15 million equity investment, access to a delayed draw term loan of up to $5 million, and covenant relief through December 31, 2027. Accuray intends the package to improve its balance sheet and liquidity.

Stockholders approved common-stock issuance, an increase in authorized common shares, and a reverse split ranging from 1-for-15 to 1-for-40. The board retains discretion over the whole-number ratio and timing; neither has been selected. Richard A. (“Randy”) Meier also joined the board effective immediately and will serve on its Compensation Committee.

5 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointStockholder approval enables completion of the previously announced TCW financing transaction.
• Moderate point. Forward-looking: it has not happened yet and may not happen.The financing includes exchanging $40 million of term loan debt for convertible preferred stock. 1.1× market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.TCW's $15 million equity investment provides additional funding under the financing package. 42% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Access to a delayed draw term loan provides up to $5 million of additional financing. 14% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Financing terms include covenant relief through December 31, 2027.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.The debt exchange includes convertible preferred stock, creating potential dilution through conversion.
• Moderate point. Forward-looking: it has not happened yet and may not happen.The $15 million equity investment and approved common-stock issuance entail dilution for existing holders. 42% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.The delayed draw term loan would add up to $5 million of debt if drawn. 14% of market cap

Key Figures

Term loan debt exchange: $40 million TCW equity investment: $15 million Delayed draw term loan: Up to $5 million +2 more

Term loan debt exchange

$40 million

Exchanged for convertible preferred stock

TCW equity investment

$15 million

Part of the financing transaction

Delayed draw term loan

Up to $5 million

Access included in the financing transaction

Covenant relief

Through December 31, 2027

Financing transaction term

Reverse stock split ratio

1-for-15 to 1-for-40

Board to determine the ratio and timing

Historical Context

1 past event · Latest: Jul 29

1 event

1. Jul 29

   Financing plan

   24h Move

   +23.4%

   Announced TCW financing terms later enabled by stockholder approval

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible preferred stock, term loan debt, covenant relief, reverse stock split, +1 more

5 terms

convertible preferred stock financial

"The transaction includes the exchange of $40 million of term loan debt for convertible preferred stock"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

term loan debt financial

"the exchange of $40 million of term loan debt for convertible preferred stock"

A term loan is a one-time loan for a fixed amount that a company repays over a set schedule and by a specific maturity date, similar to a mortgage or car loan for a business. It matters to investors because the size, interest rate and repayment timing affect a company's cash flow, interest costs and financial risk — influencing profitability, ability to fund growth, and the chance the company might need to refinance or default.

covenant relief financial

"covenant relief through December 31, 2027"

Covenant relief is when lenders agree to relax or temporarily waive the rules tied to a loan or credit agreement — for example allowing a company to miss a financial test or delay repayments without being treated as in default. It matters to investors because it can lower the near-term risk of bankruptcy and give a business more breathing room, but it also weakens creditor protections and can signal underlying financial stress that affects bond and stock values.

reverse stock split financial

"a reverse stock split of the company's common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

nasdaq listing rule 5635 regulatory

"in accordance with Nasdaq Listing Rule 5635 in connection with the company's"

Nasdaq Listing Rule 5635 is a stock-exchange rule that requires a listed company to get shareholder approval before issuing a large number of new shares or other securities that can convert into shares or carry voting power beyond set thresholds. Investors should care because these approvals prevent unexpected dilution of existing ownership and sudden shifts in voting control—think of it like needing agreement from current owners before cutting the pizza into many more slices that shrink each person’s piece.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MADISON, Wis., Oct. 6, 2026 /PRNewswire/ -- Accuray Incorporated (Nasdaq: ARAY) today announced that stockholders approved all proposals presented at the company's Special Meeting of Stockholders held on October 6, 2026, enabling Accuray to complete its previously announced transactions with TCW Asset Management Company LLC, the company's primary lender and largest shareholder.

In July 2026, Accuray announced a comprehensive plan to strengthen its financial position and support long-term value creation, including definitive agreements with TCW Asset Management Company LLC intended to improve the company's balance sheet, provide additional liquidity, and enhance financial flexibility. The transaction includes the exchange of $40 million of term loan debt for convertible preferred stock, a $15 million equity investment by TCW, access to a delayed draw term loan of up to $5 million, covenant relief through December 31, 2027, governance enhancements, and a reverse stock split, providing Accuray with additional runway to execute its strategic priorities, accelerate innovation, and advance its ongoing transformation initiatives.

The approved proposals will enable Accuray to complete the previously announced TCW financing transaction. The approved proposals included (i) the issuance of shares of common stock in accordance with Nasdaq Listing Rule 5635 in connection with the company's previously announced financing transaction, (ii) an increase in the number of authorized shares of common stock, and (iii) a reverse stock split of the company's common stock, at a ratio ranging from any whole number between 1-for-15 and 1-for-40 determined by Accuray's board of directors in its discretion. The board of directors maintains the discretion to select any whole number ratio within the approved range and the exact timing of the reverse stock split. The board of directors is evaluating market conditions and other relevant factors in determining the appropriate ratio and timing for the reverse split.

Final voting results from the Special Meeting will be reported in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

Board and Governance Update

Accuray also announced that Richard A. ("Randy") Meier has been appointed as a member of Accuray's board of directors, effective immediately, and will serve on the company's Compensation Committee.

Mr. Meier brings more than 30 years of executive leadership experience across the healthcare and medical technology sectors. His prior leadership roles include Chief Executive Officer and director of TwinMed, LLC; Chief Executive Officer and director of Rockley Photonics Holdings Limited; Chief Financial Officer of IntersectENT; President-International and Chief Financial Officer of Owens & Minor; Chairman of the Board of BioMarin Pharmaceutical Inc.; Director of Staar Surgical, Inc., and President, Chief Operating Officer, and Chief Financial Officer of Advanced Medical Optics, Inc. Throughout his career, he has led numerous transformational growth initiatives, strategic acquisitions, operational restructurings, and successful value-creation programs across global healthcare organizations.

Accuray's board of directors believes that Mr. Meier 's professional and leadership experience will be a valuable addition to the board as Accuray continues to execute its transformational, strategic, and operational priorities.

"We appreciate our stockholder's support of these proposals, which will enable us to move ahead with our previously announced transactions and further strengthen our financial position," said Steve La Neve, president and chief executive officer of Accuray. "We are pleased to welcome Randy to the Board. His strategic perspective and track record of driving organizational performance will be valuable as we advance our priorities and deliver long-term value for our shareholders."

"Randy's combination of executive leadership, financial expertise, and operational experience will be a strong addition to our Board," said Joe Whitters, chairman of the Accuray Board of Directors "His experience across a range of healthcare organizations and public companies will bring valuable perspective to the Board as we support management's strategic priorities."

About Accuray
Accuray is committed to expanding the potential of radiation therapy to improve as many lives as possible. The company develops unique, market-changing solutions designed to deliver radiation treatments for even the most complex cases, while making commonly treatable cases easier, helping to meet the full spectrum of patient needs. Accuray is dedicated to continuous innovation in radiation therapy for oncology, neuro-radiosurgery and beyond. Through collaboration with clinicians and administrators, the company aims to empower healthcare professionals to help patients return to their lives faster. Accuray is headquartered in Madison, Wisconsin, USA, and has facilities worldwide. For more information, please visit http://www.accuray.com

Forward-Looking Statements
Statements made in this press release that are not statements of historical fact are forward-looking statements and are subject to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release relate to, but are not limited to, expectations regarding the Company's previously announced transactions with TCW Asset Management Company LLC; the Company's ability to complete such transactions; the implementation, timing and effects of any reverse stock split; the Company's capital structure, liquidity and financial flexibility; the contributions of the Company's newly appointed director; the Company's transformation plan and strategic initiatives; and the Company's ability to execute its strategic and operational priorities and create long-term shareholder value.

These forward-looking statements involve risks and uncertainties. If any of these risks or uncertainties materialize, or if any of the company's assumptions prove incorrect, actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the ability of the company to execute upon its transformation plan; the effect of the global macroeconomic environment on the operations of the company and those of its customers and suppliers; the company's ability to achieve widespread market acceptance of its products; substantial outstanding indebtedness and its ability to maintain compliance with financial covenants related to its debt; the company's ability to realize the expected benefits of the China joint venture and other partnerships; risks inherent in international operations; the company's ability to maintain or increase its gross margins on product sales and services; the company's ability to convert backlog to revenue; and such other risks identified under the heading "Risk Factors" in the company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on August 27, 2026, and as updated periodically with the company's other filings with the SEC.

Forward-looking statements speak only as of the date the statements are made and are based on information available to the company at the time those statements are made and/or management's good faith belief as of that time with respect to future events. The company assumes no obligation to update forward-looking statements to reflect actual performance or results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. Accordingly, investors should not put undue reliance on any forward-looking statements.

Accuray Media Contact
Taylor Bould
Communications Specialist, Accuray
+1 (608) 830-3604
tbould@accuray.com

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SOURCE Accuray Incorporated

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Accuray stockholders approve?

Accuray stockholders approved proposals enabling completion of the TCW financing transaction. Its terms include a $40 million term-loan-debt exchange for convertible preferred stock, a $15 million equity investment, access to a delayed draw term loan of up to $5 million, and covenant relief through December 31, 2027.

What reverse stock split ratio did Accuray stockholders approve, and when will it happen?

Stockholders approved a reverse split at any whole-number ratio between 1-for-15 and 1-for-40, but the board has not selected the final ratio or timing. The board retains discretion over both and is evaluating market conditions and other relevant factors.