STOCK TITAN

Accuray Incorporated (NASDAQ: ARAY) inks $55M TCW preferred and new credit terms

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Accuray Incorporated entered into a Securities Purchase Agreement with existing investors led by TCW for 55,000 shares of Series A Convertible Preferred Stock at $1,000 per share, totaling $55.0 million, funded by $15.0 million in new cash and conversion of $40.0 million of existing debt, subject to stockholder approval and a reverse stock split between 1-for-15 and 1-for-40. The Series A carries 8% annual accruing dividends, ranks senior to common stock on dividends and liquidation, and is optionally convertible at 2,000 common shares per $1,000 principal, with holders gaining significant consent rights over future senior or pari passu securities and board structure.

At closing, warrants over approximately 27.6 million common shares will be cancelled, while new seven-year warrants for about 15.3 million shares at $0.01 per share are issued. Amendment No. 3 to the TCW-led Financing Agreement provides a covenant holiday on leverage and fixed charge coverage tests through December 31, 2027, an additional $5.0 million delayed draw term loan, and converts the revolver to an asset-based facility, in exchange for higher fees, including a potential $15.0 million fee if stockholders do not approve the Issuance. The board is reduced to seven members, TCW may designate two directors, and directors Beverly Huss and Anne LeGrand resigned without any stated disagreement.

Positive

  • $55.0 million Series A preferred financing, including $40.0 million of debt conversion and $15.0 million of new cash, plus a covenant holiday through December 31, 2027 and access to an extra $5.0 million term loan, materially enhances liquidity and balance-sheet flexibility.

Negative

  • The transaction adds 8% senior preferred stock with strong investor consent rights, issues 15.3 million near-par warrants, and could trigger a fully earned $15.0 million cash fee if stockholders do not approve the Issuance, increasing potential obligations for common shareholders.

Filing Explained

Accuray paid $15.0 million and issued new warrants immediately, but the $55.0 million preferred financing and related restructuring await approval and a reverse split.

This Form 8-K reports a material agreement under which Accuray has signed for a $55.0 million Series A preferred financing and related warrant and debt changes.

Although the accompanying release describes the plan as strengthening the financial position and adding liquidity, the filing shows that the $15.0 million cash investment was paid on signing while the $40.0 million debt conversion and preferred-stock issuance remain subject to closing conditions, including stockholder approval and a reverse stock split.

The company has already issued warrants for approximately 15.3 million common shares, while the preferred shares and cancellation of approximately 27.6 million existing warrants take effect only at closing; the equity effects therefore remain partly current and partly conditional.

The financing amendment provides a covenant holiday through December 31, 2027, changes the revolver to an asset-based facility, and makes up to $5.0 million of additional delayed-draw loans available subject to borrowing conditions rather than reporting that those loans were borrowed.

Accuray also agreed to pay $250,000 of amendment fees.

The next defined state change is stockholder approval and implementation of the reverse split; if approval is not obtained, the $15.0 million cash investment becomes a secured financing obligation and a $15.0 million fee becomes payable under the stated repayment triggers.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Series A Preferred aggregate purchase price $55.0 million Sale of 55,000 shares of Series A Convertible Preferred Stock at $1,000 per share
Cash Investment $15.0 million Cash portion of consideration for the Series A Preferred Stock
Debt converted to equity $40.0 million Existing indebtedness under the Financing Agreement exchanged for Series A Preferred Stock
Accruing Dividends rate 8% per annum Dividend rate on Series A Preferred Stock, senior to common dividends
Initial conversion rate 2,000 shares per $1,000 Series A Preferred Stock convertible into common stock at 2,000 shares per $1,000 principal
Cancelled Warrants approximately 27.6 million shares Total common shares underlying warrants to be cancelled at closing of the Issuance
New Warrants issued approximately 15.3 million shares at $0.01 New Warrants exercisable for 7 years at $0.01 per share of Common Stock
Covenant holiday end date December 31, 2027 Holiday on Total Leverage Ratio and Fixed Charge Coverage Ratio covenants under Financing Agreement
Series A Convertible Preferred Stock financial
"55,000 shares of the Company’s Series A Convertible Preferred Stock"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Accruing Dividends financial
"Dividends will accrue on the Series A Preferred Stock at a rate of 8% per annum"
reverse stock split financial
"implementation of a reverse stock split of the Company’s common stock at a ratio between 1-for-15 and 1-for-40"
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.
Total Leverage Ratio financial
"covenant holiday through December 31, 2027 with respect to the Company’s compliance with the Total Leverage Ratio"
asset-based revolver financial
"convert the revolving loan facility under the Financing Agreement into an asset-based revolver"
An asset-based revolver is a credit line a company can borrow from and repay repeatedly that is secured by short-term assets such as inventory or customer invoices. It matters to investors because it provides short-term liquidity that expands or shrinks with the value of those assets — like a credit card tied to the worth of items in a store — and can signal how easily a company can meet cash needs or risk losing assets if it defaults.

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

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FAQ

What financing did Accuray (ARAY) agree to with TCW and other investors?

Accuray agreed to issue 55,000 shares of Series A Convertible Preferred Stock for $55.0 million, funded by $15.0 million in cash and conversion of $40.0 million of existing debt, subject to stockholder approval and a reverse stock split.

How does Accuray’s (ARAY) Series A Convertible Preferred Stock convert into common shares?

The Series A is optionally convertible at any time at an initial rate of 2,000 common shares per $1,000 principal, equivalent to about $0.50 per share, with adjustments for stock dividends, splits, combinations and the planned reverse stock split.

What warrant changes are included in the Accuray (ARAY) TCW transaction?

Warrants over approximately 27.6 million common shares will be cancelled at closing. In connection with the deal, Accuray issued new Warrants for about 15.3 million common shares at an exercise price of $0.01 per share, exercisable for seven years.

What are the key terms of Amendment No. 3 to Accuray’s (ARAY) Financing Agreement?

The amendment grants a covenant holiday on the Total Leverage Ratio and Fixed Charge Coverage Ratio through December 31, 2027, modifies liquidity and fees, adds up to $5.0 million in Delayed Draw Term Loans, and converts the revolver into an asset-based facility.

What happens if Accuray (ARAY) stockholders do not approve the Issuance?

If stockholder approval is not obtained, the $15.0 million Cash Investment becomes an Obligation under the Financing Agreement, and Accuray must pay a fully earned, non-refundable $15.0 million fee, payable in cash upon specified repayment or acceleration events.

What governance changes and board movements result from Accuray’s (ARAY) deal with TCW?

The board size is reduced to seven members. After closing, TCW may designate two directors, who must sit on key committees while eligible, and directors Beverly Huss and Anne LeGrand resigned effective July 29, 2026, without any stated disagreements.
false 0001138723 0001138723 2026-07-29 2026-07-29
 


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
 
Date of Report (Date of earliest event reported): July 29, 2026
 
ACCURAY INCORPORATED
 
(Exact name of Registrant as Specified in Its Charter)
 

 
Delaware
(State or Other Jurisdiction
of Incorporation)
 
1240 Deming Way
Madison, Wisconsin
(Address of Principal Executive Offices)
001-33301
(Commission File Number)
20-8370041
(IRS Employer
Identification No.)
 
53717-1954
(Zip Code)
 
Registrants Telephone Number, Including Area Code: (608) 824-2800
 
(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:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, par value $0.001 per share
 
ARAY
 
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2)
 
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. ☐
 
 

 
Item 1.01         Entry into a Material Definitive Agreement
 
Series A Convertible Preferred Stock and Cancellation of Existing Warrants
 
On July 29, 2026, Accuray Incorporated, a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain existing investors of the Company party thereto (the “Investors”), pursuant to which the Company agreed to sell, and the Investors agreed to purchase, an aggregate of  55,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), for an aggregate purchase price of $55.0 million, or $1,000 per share (the “Issuance”). The aggregate purchase price for the Series A Preferred Stock will be paid in the form of (i) $15.0 million in cash, which amount will be paid on the date the parties enter into the Purchase Agreement (the “Cash Investment”), and (ii) the conversion of $40.0 million of existing indebtedness held by the Investors under the Financing Agreement (as defined below), with such existing indebtedness to be cancelled and extinguished in exchange for shares of Series A Preferred Stock issued at the closing of the Issuance. The Issuance is subject to certain closing conditions, including approval by the Company’s stockholders of the Issuance and the implementation of a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio ranging from any whole number between 1-for-15 and 1-for-40 (the “Reverse Stock Split”), or such other ratio as may be approved by the Board of Directors of the Company (the “Board”), including at least one Preferred Director (as defined below).
 
Pursuant to the Purchase Agreement, the Company and the Investors agreed that, effective as of, and contingent upon the closing of the Issuance, outstanding warrants to purchase an aggregate of approximately 27.6 million shares of Common Stock held by the Investors, consisting of (i) warrants exercisable for an aggregate of approximately 17.2 million shares of Common Stock at $1.68 per share on and after December 7, 2025 until June 6, 2032 (the “June 2025 Premium Warrants”), (ii) warrants exercisable for an aggregate of approximately 6.1 million shares of Common Stock at $1.50 per share on and after June 16, 2026 until December 15, 2032 (the “December 2025 Super Premium Warrants”), and (iii) warrants exercisable for an aggregate of approximately 4.3 million shares of Common Stock at $1.25 per share on and after June 16, 2026 until December 15, 2032 (the “December 2025 Premium Warrants,” and together with the June 2025 Premium Warrants and December 2025 Super Premium Warrants, the “Cancelled Warrants”), will automatically be cancelled and extinguished, with no further rights to the Cancelled Warrants remaining thereafter.
 
Designation of Series A Preferred Stock
 
The terms of the Series A Preferred Stock shall be as set forth in the form of Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”), attached as an exhibit to the Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which will be, subject to and following approval of the Issuance by the stockholders of the Company, for filing with the Secretary of State for the State of Delaware prior to the closing of the Issuance, and will become effective upon filing. The Certificate of Designations will establish the designations, powers, preferences, and rights of the shares of the Series A Preferred Stock and the qualifications, limitations or restrictions thereof. The Series A Preferred Stock will rank senior to the Common Stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Dividends will accrue on the Series A Preferred Stock at a rate of 8% per annum (the “Accruing Dividends”). The Series A Preferred Stock will have a liquidation preference equal to the greater of (x) $1,000 per share plus any unpaid Accruing Dividends accrued up to and including the date of such liquidation and (y) the amount such holder would have received in respect of such share had it been converted into Common Stock immediately prior to such liquidation event.
 
Conversion Rights
 
The Series A Preferred Stock will be convertible at the option of the holders thereof at any time into shares of Common Stock at an initial conversion rate of 2,000 shares of Common Stock per $1,000 principal amount (equivalent to an initial conversion price of approximately $0.50 per share), in each case, as adjusted for any stock dividend, stock split, stock combination, or reclassification of the Common Stock, including the Reverse Stock Split.
 
Voting & Consent Rights
 
Holders of the Series A Preferred Stock will not be entitled to vote with the holders of the Common Stock on an as-converted basis. Until all of the Series A Preferred Stock have been converted, repurchased or otherwise satisfied in accordance with their terms, the Company will be required to obtain the prior written consent of the holders of at least a majority of the then-outstanding shares of Series A Preferred Stock (the “Required Holders”) before the Company or any of its subsidiaries may take certain actions, including issuing capital stock that ranks pari passu with or senior to the Series A Preferred Stock and taking certain actions with respect to the size of the Board and the composition of its committees. In addition, the affirmative vote or written consent of the Required Holders, voting together as a single class, will be required before the Company may increase or decrease the authorized numbers of the Board, or, unless otherwise approved by at least one Preferred Director (as defined below), change the composition or charter of any committee of the Board if such change would alter, impair or impact the participation rights of any Preferred Directors.
 
 

 
Governance Rights
 
Pursuant to the Purchase Agreement, the Company will decrease the size of its Board to seven members, effective upon the execution of the Purchase Agreement. Under the terms of the Purchase Agreement, following the closing of the Issuance, TCW Asset Management Company LLC (“TCW”) shall have the right to designate two members of the Board (the “Preferred Directors”). TCW has initially designated Chan W. Galbato and Steven F. Mayer, both of whom are currently serving as members of the Board, to serve as the Preferred Directors. In addition, for so long as TCW is entitled to designate at least one Preferred Director, (i) each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board shall include at least one Preferred Director (subject to applicable independence requirements and applicable law), and (ii) the Company shall not establish any executive committee, finance committee or other committee of the Board with material authority over any of the matters that require the approval of the holders of the Series A Preferred Stock under the Certificate of Designations unless a Preferred Director is a member of such committee (subject to certain exceptions).
 
Registration Rights
 
Pursuant to the terms of the Purchase Agreement, in connection with the Issuance, the Company has agreed to provide to the Investors certain customary registration rights with respect to shares of the Common Stock issued in connection with any conversion of the Series A Preferred Stock or upon exercise of the Warrants (as defined below), including an agreement by the Company to file resale registration statements for such shares of Common Stock. In addition, the Company has agreed to customary indemnification provisions relating to indemnification for any material misstatements or omissions by the Company in connection with the registration of the Investors’ Common Stock.
 
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
The Purchase Agreement (including the form of Certificate of Designations) has been filed as Exhibit 10.1 to this Current Report on Form 8-K to provide investors and securityholders with information regarding its terms and conditions. It is not intended to provide any other information about the Investors or the Company. The Purchase Agreement contains representations, warranties, and covenants of the parties thereto made to and solely for the benefit of each other, and such representations, warranties, and covenants may be subject to materiality and other qualifiers applicable to the contracting parties that differ from those that may be viewed as material to investors. Accordingly, investors and securityholders should not rely on the representations, warranties, and covenants as characterizations of the actual state of facts. Moreover, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
 
Warrants
 
In connection with entering into the Purchase Agreement and the amendment to the Financing Agreement described below, the Company issued to the Investors warrants (the “Warrants”) to purchase up to an aggregate of approximately 15.3 million shares of Common Stock, at purchase price of $0.01 per share of Common Stock. The Warrants are exercisable for a period of 7 years after the date of issuance.
 
The foregoing description of the Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
 
Amendment to Financing Agreement
 
On July 29, 2026, the Company entered into Amendment No. 3 to Financing Agreement (the “Third Amendment”) in respect of its Financing Agreement, dated as of June 6, 2025 (as amended by the Third Amendment, and as further amended, amended and restated, supplemented, revised, or otherwise modified from time to time, the “Financing Agreement”), by and among the Company, the guarantors party thereto, and TCW, as administrative agent and collateral agent and the other parties signatory thereto. The Third Amendment amends the Financing Agreement to, among other things, (i) provide a covenant holiday through December 31, 2027 with respect to the Company’s compliance with the Total Leverage Ratio and Fixed Charge Coverage Ratio (each as defined in the Financing Agreement) financial covenants, (ii) modify the terms of the minimum liquidity requirement, (iii) increase certain fees applicable to prepayments, (iv) provide that if the Purchase Agreement is terminated, the Cash Investment is deemed to be a secured obligation under the Financing Agreement and subject to repayment, together with a $15.0 million fee, upon repayment or satisfaction of the obligations (or earlier acceleration thereof), (v) to provide for an additional $5.0 million in aggregate principal amount of Delayed Draw Term Loans (as defined in the Financing Agreement), subject to satisfaction of certain borrowing conditions, and (vi) convert the revolving loan facility under the Financing Agreement into an asset-based revolver with related changes to the borrowing conditions and covenants. In addition, pursuant to the Third Amendment, the Company agreed to pay certain amendment fees totaling $250,000.
 
 

 
If stockholder approval is not obtained for the Issuance, (i) the Cash Investment will automatically be deemed to be an Obligation (as defined in the Financing Agreement) under the Financing Agreement, and (ii) the Company will be required to pay a fee in an amount equal to $15.0 million to TCW, as administrative agent under the Financing Agreement, to be allocated among the Investors in accordance with the amounts funded by such Investors. Such amount shall be fully earned, non-refundable, and due on such date of termination, and payable in full in cash on the earliest to occur of (i) the final maturity date under the Financing Agreement; (ii) the date on which all Obligations that are then due and payable are indefeasibly paid in full, in cash; (iii) the date on which all or any portion of the Obligations is accelerated; or (iv) the date on which any of the Obligations is satisfied, released, paid, restructured, reorganized, replaced, reinstated, defeased or compromised, including through foreclosure (whether by judicial proceeding or otherwise), a deed in lieu of foreclosure, or a distribution of any kind made to TCW, as administrative agent under the Financing Agreement, or the lenders in full or partial satisfaction of the Obligations.
 
The foregoing description of the Third Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Third Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated herein by reference.
 
Item 3.02         Unregistered Sales of Equity Securities
 
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
 
As described in Item 1.01, pursuant to the terms of the Purchase Agreement, the Company has agreed to issue shares of Series A Preferred Stock and has issued the Warrants. This issuance and sale of the Series A Preferred Stock and the Warrants is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. Each Investor represented to the Company that it is an “accredited investor” as defined in Rule 501 of the Securities Act and that the Series A Preferred Stock, Warrants and shares of Common Stock that may be issuable upon conversion or exercise of the Series A Preferred Stock and the Warrants, as the case may be, is being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to any certificates evidencing shares of the Series A Preferred Stock, Warrants or shares of the Common Stock issued in connection with any future conversion of the Series A Preferred Stock or exercise of the Warrants.
 
Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
In connection with the execution of the Purchase Agreement, Beverly Huss and Anne LeGrand resigned from the Board effective July 29, 2026.   Neither resignation was a result of any disagreement with the Company or the Board of Directors of the Company, or any matter relating to the Company’s operations, policies or practices.  The Company thanks Mses. Huss and LeGrand for their service.
 
Item 8.01         Other Events
 
On July 29, 2026, the Company issued a press release (the “Press Release”) announcing the execution of the Purchase Agreement and the transactions contemplated by the Purchase Agreement. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01         Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
No.
 
   
4.1
Form of Warrant.
10.1
Securities Purchase Agreement, dated July 29, 2026, by and between Accuray Incorporated and the Investors.
10.2
Amendment No. 3 to Financing Agreement, dated July 29, 2026, by and among Accuray Incorporated, the guarantors listed thereto, the lenders listed thereto, TCW Asset Management Company LLC, as collateral agent and administrative agent, and Wingspire Capital LLC, as servicing agent.
99.1
Press Release, dated July 29, 2026.
104
Cover Page Interactive Data File (formatted as Inline XBRL).
 
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Accuray Incorporated
Date: July 29, 2026
   
 
By:
/s/ Ali Pervaiz
 
Name:
Ali Pervaiz
 
Title:
SVP, Chief Financial Officer
 
 

Exhibit 99.1

 

Accuray Announces Plan Involving Financial Strengthening, Strategic Partnerships, Technology Rollouts, and Operational Initiatives to Drive Long-Term Value Creation

 

MADISON, Wis., July 29, 2026 — Accuray Incorporated (NASDAQ: ARAY), a leading provider of radiation therapy systems for cancer treatment, today announced a plan incorporating several decisive actions that will drive a significant improvement in its financial position, a fundamental change in its business strategy, the rollout of differentiated technology, and continued transformation in how the company operates. This enables a renewed focus on its core strengths in innovation, sales, and service while continuing to emphasize operational rigor.

 

Improved Financial Position

Accuray has entered into definitive agreements with TCW Asset Management Company LLC, Accuray's primary lender and largest shareholder, that are intended to strengthen the company's financial position, provide additional liquidity and enhance financial flexibility. The TCW agreements encompass six major components:

 

 

Deleveraging—TCW will exchange $40 million in aggregate principal amount of its term loan for shares of convertible preferred stock having an equivalent aggregate liquidation preference of $40 million. The convertible preferred stock will be convertible into common stock at a conversion price of $.50 per share, an approximately 105.4% premium to the trading price of Accuray’s common stock as of the close of trading yesterday and will accrue dividends at a rate of 8% per annum.

 

Equity Investment—TCW will invest $15 million of cash in Accuray upon execution of the agreements which will be exchanged for additional shares of the convertible preferred stock concurrently with the debt exchange.

 

Additional Liquidity—In addition to this cash investment, TCW has also agreed to make available to Accuray, subject to certain conditions, a delayed draw term loan of up to $5 million in aggregate principal amount.

 

Covenant Holiday—Certain financial covenants in our existing term loan will be waived through December 31, 2027, with the first covenant testing date as of March 31, 2028, allowing the company additional flexibility and runway to execute on its strategic priorities and planned investments.

 

Governance—The size of the company’s board of directors will be 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, will serve as designees for TCW. Concurrently with the execution of the agreements, Beverly Huss and Anne Le Grand stepped down from the board. A new independent director will be added in connection with the transaction.

 

Reverse Stock Split—Accuray has agreed to implement a reverse stock split applicable to its common shares in a ratio to be determined.

 

“The agreements with TCW provide us with increased financial flexibility and a stronger balance sheet, which will in turn allow us to focus on our customers, our suppliers, and other important stakeholders,” said Steve La Neve, Accuray’s CEO. “We appreciate TCW’s confidence in our business plan and our strategy that we had articulated last December. Our entire team is determined to reward that confidence by creating significant shareholder value going forward.”

 

1

 

A more detailed description of the transaction with TCW is included in Accuray's Current Report on Form 8-K and will be filed with the Securities and Exchange Commission today. Investors are encouraged to review the Form 8-K for additional information regarding the terms and conditions of the transaction and related agreements. Certain aspects of the above transactions remain subject to customary closing conditions, including stockholder approval of the proposed reverse stock split and certain equity issuances contemplated by the transaction.

 

Strategic Partnerships to Improve Performance and Accelerate Innovation

In order to enhance Accuray's capabilities across imaging, software, and treatment delivery, while enabling greater focus on its core strengths, Accuray intends to establish collaborations with several leading global technology organizations. These partnerships are designed to accelerate innovation, improve operational performance, and create greater value for customers, patients, and shareholders. For example, Accuray has recently entered into the following non-binding letters of intent (“LOIs”):

 

 

Samsung HME America—Accuray has entered into a non-binding LOI with Samsung HME America, Inc., dba NeuroLogica Corp. This potential partnership would address volumetric imaging technologies and would enable Accuray’s radiation therapy systems to provide improved visualization and support more precise dose delivery.

 

 

RaySearch Laboratories—Accuray has entered into a non-binding LOI with RaySearch Laboratories AB (publ) relating to the development of advanced adaptive radiation therapy through integrated online adaptive capabilities. This potential partnership would support more personalized treatment planning.

 

Both above-mentioned LOIs are nonbinding, and the scope, terms and benefits of any proposed collaboration remain subject to further negotiations and the execution of definitive agreements.

 

In addition, under a previously agreed partnership, Accuray and Tata Consultancy Services (TCS) continue to expand their collaboration to improve product development, service capabilities, and operational efficiency. Most recently, the companies finalized development of onboard remote diagnostics designed to enhance system performance, increase uptime, and enable more proactive service capabilities, benefiting customers, patients, and Accuray's service margins. Building on this foundation, Accuray is continuing to leverage TCS's engineering expertise to augment research and development activities, accelerate innovation, and support ongoing efforts to reduce costs while maintaining a strong focus on quality and customer outcomes.

 

Together, these partnerships are intended to help accelerate the delivery of innovative solutions that improve clinical efficiency, expand treatment capabilities, and support better outcomes for patients around the world, while simultaneously allowing Accuray to focus its energy and resources on its core competencies and to drive improved operational execution across the organization. “We are excited to partner with these world class companies that will help us move faster, innovate more effectively, and deliver greater value to our customers,” said Paul Miele, Chief Commercial Officer. “We are building an ecosystem that strengthens every part of our platform.”

 

2

 

Differentiated Internally Developed Technology

Concurrently with the above steps, Accuray has continued to invest in and expand its core technology differentiators, including:

 

 

ClearRT® Helical kVCT Imaging—Accuray's advanced volumetric imaging technology is designed to provide high-quality visualization and anatomical detail for treatment planning, patient positioning, and adaptive workflows, helping clinicians make more informed decisions throughout the treatment process.

 

Synchrony® Motion Management—Accuray’s proprietary, internally developed real-time motion tracking technology remains a key differentiator, enabling clinicians to accurately track tumor motion during treatment.

 

VOLO Optimizer & Software Platform—Ongoing enhancements and engineering partnerships are focused on improving treatment planning speed, precision, and usability.

 

Accuray has been rolling out these innovations across its installed base of customers and intends to accelerate expansion in the coming months.

 

Transformation Phase II A Focused and Disciplined Path Forward

After designing and implementing the first phase of its transformation plan, which was primarily focused on efficiency and cost-competitiveness, Accuray is now entering the second phase of its transformation, which consists of decisive steps to strengthen its competitive position, enhance customer value, and drive long-term growth in revenues and margins. The company’s strategies are anchored in three distinct areas:

 

 

Differentiated Innovation—Advancing internally developed technologies and solutions that address evolving customer needs while improving treatment delivery.

 

Continuing to Lower Its Cost Structure—Simplifying operations, identifying and driving out inefficiencies, and leveraging strategic partnerships.

 

Expanded Market Reach—Strengthening direct and partner-based commercial channels to increase market penetration and improve customer engagement.

 

“We have improved our financial flexibility, increased operating discipline, and built a focused network of partnerships that accelerate innovation and execution,” said Steve La Neve. “We are leaning into what differentiates Accuray—precision, motion management, and intelligent software—to deliver better outcomes and greater value.”

 

Positioned for the Next Phase of Growth

Accuray believes that all of the coordinated actions described above position the company to deliver more consistent performance, better profitability, increased competitiveness, renewed growth, and long-term value creation.

 

“We are executing with focus and discipline,” said La Neve. “We are confident in our direction because it is grounded in the needs of our customers and their patients. By listening closely to their challenges and investing in the innovations that matter most, we are helping healthcare professionals deliver exceptional patient care and building long-term value for shareholders.”

 

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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. For more information, please 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 our clients navigate in ever-changing markets. For more information, please visit www.tcw.com.

 

About Samsung Healthcare USA

Samsung Healthcare USA is the unified brand for Samsung HME (Healthcare and Medical Equipment) America, bringing advanced medical imaging solutions to healthcare providers across the United States, including Ultrasound, Digital Radiography, and Computed Tomography. Samsung HME America also serves as the global manufacturing center for Samsung’s mobile Computed Tomography business, leading the development and production of advanced CT systems used by healthcare providers worldwide. As part of the Samsung Healthcare family, Samsung HME America drives the sales, marketing, service, and support of Samsung Healthcare’s imaging solutions across the United States. For more information, please visit: https://usa.samsunghealthcare.com/.

 

About RaySearch
RaySearch Laboratories AB (publ) is a medical technology company that develops innovative software solutions for improved cancer treatment. RaySearch markets the RayStation® treatment planning system and the oncology information system RayCare®*. The most recent additions to the RaySearch product line are RayIntelligence® and RayCommand®*. RaySearch’s software has been sold to over 1,200 clinics in 51 countries. The company was founded in 2000 as a spin-off from the Karolinska Institute in Stockholm and the share has been listed on Nasdaq Stockholm since 2003 (STO: RAY B). More information is available at raysearchlabs.com.

 

About Tata Consultancy Services Ltd (TCS)

Tata Consultancy Services (BSE: 532540, NSE: TCS) is the technology partner of choice for industry-leading organizations worldwide. Since its inception in 1968, TCS has upheld the highest standards of innovation, engineering excellence and customer service. It has set an aspiration to become the world's largest AI-led technology services company and is enabling its clients to transform themselves across the full AI stack, from infrastructure to intelligence.

 

Rooted in the heritage of the Tata Group, TCS is focused on creating long term value for its clients, its investors, its employees, and the community at large. With a highly skilled workforce spread across 56 countries and 194 service delivery centers across the world, the company has been recognized as a top employer in six continents. With the ability to rapidly apply and scale new technologies, the company has built long term partnerships with its clients. Many of these relationships have endured into decades and navigated every technology cycle, from mainframes in the 1970s to artificial intelligence today. For more information, visit www.tcs.com

 

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Safe Harbor Statement
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 include statements regarding the proposed transactions described above, including expected impact and timing of such transactions, as well as statements regarding our relationships with our customers and other stakeholders, our expectations regarding our transformation plan and our expectations of future financial and operating performance. 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 satisfy the closing conditions with respect to its transaction with TCW and achieve the intended benefits of the transactions, the Company’s ability to consummate any of the potential commercial transactions described above, including those contemplated by the LOIs, the ability to achieve the benefits of such transactions, the company’s ability to execute on our financial plan and improve operating and financial performance, risks related to general market conditions and 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 28, 2025, 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

 

Samsung Healthcare USA Media Contact

Anthony Tardi

Samsung HME America

978.564.8500

atardi@samsunghme.com

 

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Filing Exhibits & Attachments

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