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Accuray closes $55M convertible preferred financing

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(Moderate)

Sentiment and the balance of points

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Form Type
8-K

Rhea-AI Filing Summary

Accuray Incorporated completed a financing transaction with TCW and certain existing investors, issuing 55,000 shares of Series A convertible preferred stock for an aggregate purchase price of $55.0 million, or $1,000 per share. The purchase price comprised $15.0 million in cash and conversion of $40.0 million of existing indebtedness. The shares were issued November 13, 2026, and certain financial covenants were waived through December 31, 2027.

The Series A preferred stock ranks senior to common stock for dividends and distributions on liquidation. It carries an 8% annual dividend on stated value, compounding quarterly when unpaid; the board may elect to pay dividends in cash or add them to stated value. Holders may convert at the initial rate of 50 common shares per $1,000 of stated value, equivalent to an initial $20.00 conversion price, subject to adjustments including for stock splits.

The 1-for-40 reverse split took effect November 9, 2026. Authorized common shares were reduced from 400,000,000 to 10,000,000 after an increase to 400,000,000. The transaction also canceled warrants that previously entitled holders to purchase approximately 27.6 million common shares before the split.

1 point · 1 major

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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.

0 major · 1 point

How the balance works

Positive

  • Major pointFinancing included $15.0 million cash and converted $40.0 million of debt. 1.8× market cap

Negative

  • Moderate pointSeries A carries an 8% annual dividend and ranks senior to common stock.

Filing Explained

Majority preferred holders have consent rights over specified actions; on liquidation, payout is the greater of stated value plus unpaid dividends or as-converted value.

The completed Series A issuance gives holders of a majority of outstanding preferred shares consent rights over specified company actions until all preferred shares are converted, repurchased, or otherwise satisfied, constraining what Accuray can do without their approval.

Those actions include issuing stock that ranks equal to or senior to the preferred, and certain changes to board size and committee composition.

On liquidation, preferred holders receive the greater of $1,000 per share plus unpaid accrued dividends or the amount they would receive if converted to common stock immediately before liquidation.

Preferred holders also participate, on an as-converted basis, in dividends or distributions paid to common holders.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Aggregate purchase price $55.0 million Purchase price for the Series A preferred stock.
Cash component $15.0 million Cash portion of the purchase price.
Existing indebtedness converted $40.0 million Indebtedness held by investors converted in the transaction.
Series A preferred shares issued 55,000 shares Issued November 13, 2026.
Annual dividend rate 8% per annum Applies to the then-current stated value of each preferred share; unpaid dividends compound quarterly.
Initial conversion price $20.00 per share Initial price for conversion into common stock, subject to adjustment.
Canceled warrant underlying shares Approximately 27.6 million shares Common shares the canceled warrants previously entitled holders to purchase, before the reverse stock split.
Reverse stock split 1-for-40 Effective November 9, 2026.
Accruing Dividends financial
"compound quarterly to the extent not paid (the “Accruing Dividends”)"
liquidation preference financial
"has a liquidation preference equal to the greater of"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
as-converted basis financial
"participate, on an as-converted basis, in any dividends or distributions"
As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.
Required Holders financial
"holders of at least a majority of the then-outstanding shares"
pari passu financial
"stock that ranks pari passu with or senior to the Series A Preferred Stock"
An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.
delayed draw term loan financial
"expectations regarding the availability of the delayed draw term loan"
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.
Split Ratio 1-for-40 reverse split
Effective Date November 9, 2026

FAQ

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

How long are ARAY's financial covenants waived?

Certain financial covenants are waived through December 31, 2027.

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false 0001138723 0001138723 2026-11-06 2026-11-06
 
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): November 6, 2026
 
 

 
ACCURAY INCORPORATED
 
(Exact name of Registrant as Specified in Its Charter)
 
 

 
Delaware
001-33301
20-8370041
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
     
1240 Deming Way
 
Madison, Wisconsin
 
53717-1954
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s 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, $0.001 par value 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 (§ 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. ☐
 
 

 
Item 3.02. Unregistered Sales of Equity Securities.
 
The information related to the issuance of the Series A Preferred Stock (as defined below) contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
 
The Series A Preferred Stock was issued and sold in a private placement to the Investors (as defined below) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. Accuray Incorporated (the “Company”) relied on this exemption based in part on representations made by the Investors, including that each Investor is an “accredited investor” as defined in Rule 501 of Regulation D.
 
Item 3.03. Material Modification to Rights of Security Holders.
 
As previously disclosed, the Company entered into that certain Securities Purchase Agreement, dated as of July 29, 2026 (as amended to date, 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, comprised of $15.0 million in cash and the conversion of $40.0 million of existing indebtedness held by the Investors.
 
On November 12, 2026, the Company filed the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series A Preferred Stock. The Certificate of Designations became effective upon filing. The shares of Series A Preferred Stock were issued on November 13, 2026 in connection with the closing of the transactions contemplated by the Purchase Agreement.
 
The Certificate of Designations establishes 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 ranks senior to the Company’s common stock, par value $0.001 per share (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. Preferential dividends accrue on the Series A Preferred Stock at a rate of 8% per annum on the then-current stated value of each share (initially $1,000 per share) and compound quarterly to the extent not paid (the “Accruing Dividends”). Accruing Dividends are payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year and, at the election of the Company’s board of directors, are either paid in cash or added to the stated value of each share. Holders of the Series A Preferred Stock are also entitled to participate, on an as-converted basis, in any dividends or distributions paid to holders of Common Stock. In addition, the Company may not, without the consent of the Required Holders (as defined below), redeem or repurchase any equity interests ranking junior to the Series A Preferred Stock (subject to limited exceptions) unless all accrued Accruing Dividends have been paid in cash. The Series A Preferred Stock has 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.
 
 

 
The Series A Preferred Stock is convertible at the option of the holders thereof at any time into shares of Common Stock at an initial conversion rate of 50 shares of Common Stock per $1,000 of stated value (equivalent to an initial conversion price of $20.00 per share), in each case, as adjusted for any stock dividend, stock split, stock combination, or reclassification of the Common Stock.
 
Except as required by applicable law and as set forth in the Certificate of Designations, holders of the Series A Preferred Stock are not entitled to vote. Until all of the shares of 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 of directors 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 take certain actions affecting the Series A Preferred Stock, including but not limited to amending the Company’s certificate of incorporation or the Certificate of Designations in a manner that would adversely affect the Series A Preferred Stock and changing the authorized number of shares of Series A Preferred Stock.
 
The foregoing description of the Certificate of Designations does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
Increase in Authorized Shares; Reverse Stock Split
 
As previously disclosed, on November 4, 2026, the Company announced that its board of directors had selected a 1-for-40 ratio for the previously approved reverse stock split of the Common Stock. On November 6, 2026, the Company filed two certificates of amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to (i) increase the number of authorized shares of Common Stock of the Company from 200,000,000 to 400,000,000 (which resulted in an increase in the total number of authorized shares of the Company’s capital stock from 205,000,000 to 405,000,000) (the “Authorized Shares Increase Amendment”), and (ii) effect a reverse stock split (the “Reverse Stock Split”) of the issued and outstanding Common Stock, at a ratio of 1-for-40, 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 Amendment”), as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 24, 2026 and the Company’s amendment to the definitive proxy statement filed with the Securities and Exchange Commission on September 18, 2026, and each as approved by the Company’s stockholders at the Special Meeting of Stockholders held on October 6, 2026.
 
The Authorized Shares Increase Amendment became effective as of November 9, 2026 at 12:01 a.m., Eastern Time. The Reverse Stock Split Amendment became effective as of November 9, 2026 at 12:02 a.m., Eastern Time (the “Effective Time”). Beginning on November 9, 2026, the Common Stock began trading on The Nasdaq Capital Market on a split-adjusted basis under the existing symbol ARAY, with the new CUSIP number 004397 303.
 
 

 
At the Effective Time, every forty (40) shares of Common Stock issued and outstanding or held by the Company in treasury immediately prior to the Effective Time was automatically and without any action on the part of the Company or the respective holders thereof combined into one (1) validly issued, fully paid and nonassessable share of Common Stock. The total number of authorized shares of Common Stock was 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 was 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 was not adjusted as a result of the Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise have been entitled to receive a fractional share received cash in lieu of such fractional share.
 
The foregoing description of the Authorized Shares Increase Amendment and the Reverse Stock Split Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Authorized Shares Increase Amendment and the Reverse Stock Split Amendment which are filed as Exhibit 3.2 and Exhibit 3.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
 
Certificate of Designations
 
The information related to the Certificate of Designations contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
 
Item 7.01 Regulation FD Disclosure
 
Canceled Warrants
 
In connection with the closing of the Purchase Agreement, certain outstanding warrants were automatically canceled and extinguished (the “Canceled Warrants”). The Canceled Warrants previously provided the holders thereof the right to purchase, prior to giving effect to the Reverse Stock Split, 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, (ii) warrants exercisable for an aggregate of approximately 3.1 million shares of Common Stock at $1.50 per share on and after June 16, 2026 until December 15, 2032, (iii) warrants exercisable for an aggregate of approximately 2.2 million shares of Common Stock at $1.25 per share on and after June 16, 2026 until December 15, 2032, (iv) warrants exercisable for an aggregate of approximately 3.0 million shares of Common Stock at $1.50 per share on and after November 19, 2026 until May 18, 2033, and (v) warrants exercisable for an aggregate of approximately 2.1 million shares of Common Stock at $1.25 per share on an after November 19, 2026 until May 18, 2033. 
 
Press Release
 
On November 13, 2026, the Company issued a press release announcing the Authorized Shares Increase Amendment, the Reverse Stock Split Amendment, and the issuance of the Series A Preferred Stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
 

 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
No.
 
Description
3.1
 
Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware and effective November 12, 2026
     
3.2
 
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Accuray Incorporated, increasing the number of authorized shares of Common Stock
     
3.3
 
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Accuray Incorporated, effecting the Reverse Stock Split
     
99.1
 
Press Release dated November 13, 2026
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
 
SIGNATURES
 
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.
 
     
ACCURAY INCORPORATED
Date:
November 13, 2026
   
   
By:
/s/ David Shin
     
David Shin
Senior Vice President, Chief Legal Officer and Corporate Secretary
 
 
 

EXHIBIT 99.1

 

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

 

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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