Accuray Closes TCW Transaction, Strengthening Balance Sheet to Support Long-Term Value Growth

Rhea-AI Summary

Accuray (NASDAQ: ARAY) completed its financing transaction with TCW Asset Management Company, exchanging $40 million of term-loan principal for convertible preferred stock. TCW, its primary lender and largest shareholder, also exchanged its $15 million cash investment made in July for additional convertible preferred shares. Certain financial covenants are waived through December 31, 2027, with the first test on March 31, 2028. A delayed draw term loan of up to $5 million is available subject to conditions.

The board shrank from eight members to seven; TCW has the right to appoint two directors, with Steven Mayer and Chan Galbato serving as its designees. A 1-for-40 reverse stock split took effect November 9, 2026. The financing supports Accuray's Transformation Phase II plan, which includes lowering its cost structure and expanding market reach through direct and partner channels.

5 points · 1 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

1 major · 2 points

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

Positive

• Major point$40 million of term-loan principal exchanged for convertible preferred stock reduces debt. 4.8× market cap
• Moderate pointCertain financial covenants waived through December 31, 2027; first test is March 31, 2028.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Up to $5 million delayed draw term loan provides potential additional liquidity. 60% of market cap
• Minor point$15 million cash investment made by TCW in July now exchanged for convertible preferred shares.
• Minor point. Forward-looking: it has not happened yet and may not happen.Transformation Phase II includes plans to lower costs and expand market reach through direct and partner channels.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Convertible preferred stock issued for debt and the July cash investment creates potential common-share dilution.
• Minor pointUp to $5 million delayed draw term loan remains subject to conditions.

Key Figures

Term loan exchanged: $40 million Cash investment: $15 million Delayed draw term loan: Up to $5 million +3 more

Term loan exchanged

$40 million

Exchanged for convertible preferred stock

Cash investment

$15 million

Invested when transaction agreements were signed in July; exchanged for additional preferred shares at closing

Delayed draw term loan

Up to $5 million

Available subject to certain conditions

Covenant waiver

Through December 31, 2027

Certain financial covenants under the existing term loan

First covenant test date

March 31, 2028

Under the existing term loan

Reverse stock split

1-for-40

Took effect November 9, 2026

Historical Context

1 past event · Latest: Oct 06

1 event

1. Oct 06

   Financing approval

   24h Move

   -3.1%

   Stockholders approved proposals enabling TCW's $40 million debt exchange and related financing terms.

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, financial covenants, delayed draw term loan, +1 more

5 terms

convertible preferred stock financial

"exchanged $40 million in aggregate principal amount of its term loan 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 financial

"aggregate principal amount of its term loan"

A term loan is a type of loan that is borrowed for a set period of time, with a fixed schedule for repaying the money, usually in regular payments. It matters to investors because it represents a company's borrowing costs and financial stability; reliable repayment of these loans can indicate strong financial health, while difficulties may signal potential risks.

financial covenants financial

"Certain financial covenants under the company's existing term loan are waived"

Financial covenants are rules written into loan or bond agreements that require a company to keep certain financial measures within agreed limits—examples include minimum cash, maximum debt levels, or minimum profit margins. They act like guardrails for lenders: breaking a covenant can force renegotiation, trigger penalties or default, and quickly affect a company’s available cash and stock value, so investors watch them as early warning signs of financial stress.

delayed draw term loan financial

"A delayed draw term loan of up to $5 million"

A delayed draw term loan is a financing agreement that lets a borrower take one or more lump-sum loans from a lender at agreed future dates within a set time window instead of receiving all funds up front. It matters to investors because it changes when and how much debt a company will carry, affecting cash flexibility, interest costs and risk exposure—think of it like an approved credit line you only tap when you need cash for a project.

reverse stock split financial

"a 1-for-40 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.

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

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MADISON, Wis., Nov. 13, 2026 /PRNewswire/ -- Accuray Incorporated (NASDAQ: ARAY) today announced that it has completed its financing transaction with TCW Asset Management Company LLC ("TCW"), the company's primary lender and largest shareholder. The transaction significantly reduces Accuray's debt, adds new capital and waives certain financial covenants through December 31, 2027. Together, these steps put the company's balance sheet on a firmer footing as it carries out the next phase of its previously announced strategic transformation.

The closing follows stockholder approval of all transaction-related proposals at Accuray's Special Meeting of Stockholders on October 6, 2026, and the 1-for-40 reverse stock split of the company's common stock, which took effect on November 9, 2026.

With the closing, the following terms are now in effect among other components:

• Deleveraging: TCW has exchanged $40 million in aggregate principal amount of its term loan for convertible preferred stock.
• Equity investment: TCW invested $15 million in cash when the transaction agreements were signed in July. That investment has now been exchanged for additional shares of the convertible preferred stock.
• Covenant holiday: Certain financial covenants under the company's existing term loan are waived through December 31, 2027. The first covenant test date is March 31, 2028.
• Additional liquidity: A delayed draw term loan of up to $5 million in aggregate principal amount is available to Accuray, subject to certain conditions.
• Governance: The size of the company's board of directors was reduced from 8 to 7, with TCW having the right to appoint two directors of the 7 board members. Steven Mayer and Chan Galbato, current members of the board, serve as designees for TCW. As previously announced, Richard A. ("Randy") Meier joined Accuray's Board of Directors as an independent director in October 2026.
• Reverse Stock Split: a 1-for-40 reverse stock split of the company's common stock took effect on November 9, 2026.

"Completing this transaction is an important milestone for Accuray as it strengthens our balance sheet. As we move forward, we continue to stay focused on our mission and on delivering innovative technology and service to our customers and their patients. I want to thank TCW for believing in our plan and our stockholders for standing behind us," said Steve La Neve, Accuray's CEO.  

The completed transaction is a key part of Accuray's Transformation Phase II, the plan Accuray outlined in July 2026 to strengthen its competitive position and drive long-term growth. Phase II strategy is anchored in three priorities: advancing differentiated innovation, continuing to lower the company's cost structure, and expanding market reach through direct and partner channels.

Additional information about the completion of the transaction will be included in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

About Accuray
Accuray is committed to expanding the powerful potential of radiation therapy to improve as many lives as possible. We invent unique, market-changing solutions designed to deliver radiation treatments for even the most complex cases—while making commonly treatable cases even easier—to meet the full spectrum of patient needs. We are dedicated to continuous innovation in radiation therapy for oncology, neuro-radiosurgery, and beyond, as we partner with clinicians and administrators, empowering them to help patients get back to their lives, faster. Accuray is headquartered in Madison, Wisconsin, with facilities worldwide. To learn more, visit www.accuray.com or follow us on Facebook, LinkedIn, X, and YouTube.

About TCW
TCW is a global asset management firm with more than fifty years of experience in fixed income, equities, and alternative strategies. Guided by a disciplined, research-driven approach, TCW concentrates on areas where deep expertise makes a meaningful difference. Through rigorous fundamental analysis, prudent risk management, and high-conviction decision-making, TCW strives to construct portfolios that uncover opportunities and deliver enduring value. TCW partners with institutions, insurers, financial advisors, and individual investors worldwide, providing clarity and a long-term perspective to help clients navigate ever-changing markets. For more information, please visit www.tcw.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 anticipated benefits of the company's transaction with TCW; the availability of the delayed draw term loan; the company's balance sheet, liquidity and financial flexibility; and the company's ability to execute its Transformation Phase II strategy, drive long-term growth 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 company's ability to achieve the intended benefits of the transaction; the company's ability to satisfy the conditions to drawing the delayed draw term loan; the company's ability to execute its transformation plan; the company's ability to realize the expected benefits of its strategic partnerships; the company's ability to achieve widespread market acceptance of its products; the company's outstanding indebtedness and its ability to maintain compliance with financial covenants once covenant testing resumes; the effect of the global macroeconomic environment on the company and its customers and suppliers; and such other risks identified under the heading "Risk Factors" in the company's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the "SEC") on November 6, 2026, and as updated periodically with the company's other filings with the SEC.

Forward-looking statements speak only as of the date they are made and are based on information available to the company at that time 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 place 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 are the main terms of Accuray's completed TCW financing?

TCW exchanged $40 million in term-loan principal for convertible preferred stock and converted its $15 million July cash investment into additional convertible preferred shares. Certain financial covenants are waived through December 31, 2027, and a delayed draw term loan of up to $5 million is available subject to conditions.

When did Accuray's reverse stock split take effect, and what was the ratio?

Accuray's 1-for-40 reverse stock split of common stock took effect on November 9, 2026.