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0001138723
0001138723
2026-11-04
2026-11-04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): November 4, 2026
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ACCURAY INCORPORATED
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-33301
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20-8370041
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1240 Deming Way
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Madison, Wisconsin
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53717-1954
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: 608 824-2800
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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ARAY
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
As previously disclosed, at the 2026 Special Meeting of Stockholders of Accuray Incorporated (the “Company”) held on October 6, 2026 (the “2026 Special Meeting”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to effect a reverse stock split with a ratio ranging from any whole number between 1-for-15 and 1-for-40, as determined by the Board of Directors (the “Board”) of the Company in its discretion, with respect to the issued and outstanding common stock, $0.001 par value per share (the “Common Stock”), of the Company and a corresponding decrease to the authorized number of shares of Common Stock (and, as a result, a reduction in the total authorized shares). On October 28, 2026, the Board approved a 1-for-40 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding Common Stock and a corresponding decrease to the authorized number of shares of Common Stock (and, as a result, a reduction in the total authorized shares). The Reverse Stock Split and the corresponding decrease in authorized shares will be effected by the filing of a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware.
The Reverse Stock Split will be effective as of November 9, 2026 at 12:02 a.m., Eastern Time (the “Effective Time”). Beginning on November 9, 2026, the Common Stock will trade on The Nasdaq Capital Market (“Nasdaq”) on a split-adjusted basis under the existing symbol ARAY, with the new CUSIP number 004397 303.
At the Effective Time, each forty (40) shares of Common Stock issued and outstanding or held by the Company in treasury immediately prior to the Effective Time will automatically and without any action on the part of the Company or the respective holders thereof be combined into one (1) validly issued, fully paid and nonassessable share of Common Stock. The total number of authorized shares of Common Stock will be proportionately reduced in accordance with the 1-for-40 ratio, from 400,000,000 shares to 10,000,000 shares, and the total number of authorized shares of capital stock of the Company will be reduced from 405,000,000 shares to 15,000,000 shares, reflecting 5,000,000 authorized shares of preferred stock, which number of shares of preferred stock will not be adjusted as a result of the Reverse Stock Split. No fractional shares will be issued as a result of the Reverse Stock Split. Instead, in lieu of any fractional share interests to which a stockholder would otherwise be entitled as a result of the Reverse Stock Split, the Company will pay cash (without interest and subject to any required tax withholdings) equal to such fraction multiplied by the closing sales price of the Common Stock on Nasdaq on the trading day immediately preceding the Effective Time (with such closing sales price being adjusted to give effect to the Reverse Stock Split). After the Reverse Stock Split, a stockholder otherwise entitled to a fractional interest in a share of Common Stock will not have any voting, dividend, or other rights with respect to such fractional interest, except the right to receive the cash payment described above.
The Board has approved, subject to the occurrence of the Reverse Stock Split, corresponding adjustments to all outstanding equity awards (including stock options, restricted stock units and performance units) granted under the Company’s equity compensation plans as well as shares reserved for issuance under the Company’s equity compensation plans. The Company’s outstanding warrants to purchase shares of Common Stock will be proportionately adjusted to reflect the Reverse Stock Split, including the number of shares purchasable upon exercise of such warrants and their exercise prices. The Reverse Stock Split will not affect the par value of the Common Stock.
Except as a result of the payment of cash in lieu of fractional share interests, the Reverse Stock Split will affect all stockholders uniformly and will not change any stockholder’s percentage ownership interest in the Company. Computershare Trust Company, N.A. is acting as the exchange agent for the Reverse Stock Split. At the Effective Time, the shares of Common Stock held by stockholders of record electronically in book-entry form under the direct registration system for securities will be automatically exchanged by the transfer agent for shares representing the number of shares of Common Stock such stockholders hold after the Reverse Stock Split, along with payment in lieu of any fractional share interests. Stockholders who hold registered shares of Common Stock in book-entry form do not need to take any action to receive their post-Reverse Stock Split shares of Common Stock in registered book-entry form. Non-registered stockholders holding Common Stock through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Reverse Stock Split and making payment for fractional share interests than those applied by the Company for record holders. Stockholders holding shares of Common Stock in certificated form will receive a letter of transmittal from Computershare Trust Company, N.A. with instructions on how to receive post-split shares after the Effective Time, if applicable.
On November 4, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
No.
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Description
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99.1
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Press Release dated November 4, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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ACCURAY INCORPORATED
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Date
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November 4, 2026
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By:
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/s/ David Shin
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David Shin
Senior Vice President, Chief Legal Officer and Corporate Secretary
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Exhibit 99.1
Accuray Announces 1-for-40 Reverse Stock Split
MADISON, Wis., Nov. 4, 2026 /PRNewswire/ -- Accuray Incorporated (NASDAQ: ARAY) announced today that its Board of Directors has approved a 1-for-40 reverse stock split of the Company’s common stock and a corresponding decrease to the authorized number of shares of common stock. The reverse stock split is intended to increase the per-share trading price of the Company’s common stock and enable the Company to regain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market (“Nasdaq”).
The reverse stock split will become effective at 12:02 a.m. Eastern Time on November 9, 2026. The Company’s common stock is expected to begin trading on a split-adjusted basis when the Nasdaq market opens on November 9, 2026 under the Company’s existing trading symbol, “ARAY,” with a new CUSIP number of 004397 303.
At the effective time of the reverse stock split, every 40 shares of the Company’s common stock issued and outstanding will automatically be combined into one share of common stock. This will reduce the number of shares of common stock issued and outstanding from approximately 120.2 million shares to approximately 3.0 million shares, subject to adjustment for fractional shares. In addition, the total number of authorized shares of the Company’s common stock will be proportionately reduced in accordance with the 1-for-40 ratio, from 400,000,000 shares to 10,000,000 shares. The number of authorized shares of the Company’s preferred stock will not be adjusted as a result of the reverse stock split. The reverse stock split will affect all stockholders uniformly and will not change any stockholder’s percentage ownership interest in the Company, except to the extent resulting from the treatment of fractional shares.
No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share will receive cash in lieu of a fractional share.
Proportionate adjustments will also be made, as applicable, to the number of shares underlying the Company’s outstanding equity awards and other securities, as well as the applicable exercise or conversion prices and the number of shares available for issuance under the Company’s equity incentive plans. The reverse stock split will not change the par value of the Company’s common stock.
Computershare Trust Company, N.A. (“Computershare”) is acting as the exchange agent for the reverse stock split. Stockholders holding shares electronically in book-entry form or through a broker, bank or other nominee generally will have their holdings automatically adjusted to reflect the reverse stock split, subject to the processes of their broker, bank or nominee. Stockholders holding shares of the Company’s common stock in certificate form will receive a transmittal letter from Computershare with instructions after the effective date.
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.
Forward-Looking Statements
Statements made in this press release that are not statements of historical fact are forward-looking statements that are subject to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release relate, but are not limited, to statements regarding the implementation of the reverse stock split, the anticipated timing of trading of Accuray’s common stock on a split-adjusted basis, the effect of the reverse stock split on the trading price of Accuray’s common stock, and Accuray’s ability to regain and maintain compliance with Nasdaq’s continued listing requirements. Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “may,” “will be,” “will continue,” “will likely result,” and similar expressions. 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, risks related to the effect of the global macroeconomic environment on the operations of the company; effects related to international tariffs; disruptions to our supply chain, including increased logistics costs; 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 effect of enhanced international tariffs on the company; the company’s ability to realize the expected benefits of the China joint venture and other partnerships; risks inherent in international operations; geopolitical uncertainty, including armed conflict or political instability in the Middle East or other regions in which the company or its customers operate, and the effect of such conditions on the timing of system installations, customer site readiness, service revenue recognition, and the ability to complete transactions in affected markets; the company's ability to maintain or increase its gross margins on product sales and services; delays in regulatory approvals or the development or release of new offerings; the company's ability to meet the covenants under its credit facilities; 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 place undue reliance on any forward-looking statements.
Investor Contact
Steve Monroe
VP, Financial Planning & Analysis, Accuray
Investor.relations@accuray.com
Media Contact
Taylor Bould
Communications Specialist, Accuray
tbould@accuray.com
