Accuray Incorporated is seeking stockholder approval at a virtual special meeting on October 6, 2026 to support a major financing and recapitalization. The company agreed to issue 55,000 shares of Series A Convertible Preferred Stock for $55.0 million, funded by a $15.0 million cash investment and conversion of $40.0 million of existing debt held under a Financing Agreement with TCW and affiliates. The deal also includes warrants to purchase approximately 15.3 million common shares at an exercise price of $0.01 and the cancellation of about 27.6 million higher‑priced warrants, subject to closing.
Key proposals are: (1) approval under Nasdaq Listing Rules to issue common stock upon conversion of the preferred and exercise of warrants, which could exceed 19.99% of current outstanding shares and be deemed a change of control; (2) an increase in authorized common shares from 200 million to 400 million (total capital stock from 205 million to 405 million), primarily to accommodate conversion of up to 110,000,000 common shares from the preferred; (3) a reverse stock split in a range of 1‑for‑15 to 1‑for‑40, with a corresponding reduction in authorized shares, aimed at regaining compliance with Nasdaq’s $1.00 minimum bid requirement; and (4) authority to adjourn the meeting to solicit more votes.
The Board states the financing is intended to strengthen liquidity, reduce leverage, secure covenant relief through December 31, 2027, and support a transformation plan, but warns that approval will cause substantial dilution and may increase TCW’s influence. If the stockholder approvals are not obtained, the preferred will not be issued, the $40.0 million debt exchange will not occur, a $15.0 million fee plus the $15.0 million cash investment will become secured obligations under the Financing Agreement, and previously issued warrants slated for cancellation will remain outstanding, which the Board believes would undermine the intended benefits of the transaction.
Accuray Incorporated received approval from Nasdaq to transfer the listing of its common stock from the Nasdaq Global Select Market to the Nasdaq Capital Market. The transfer became effective at the opening of business on August 6, 2026, and the shares continue to trade under the symbol ARAY.
The Nasdaq Capital Market operates in substantially the same manner as the prior market tier and requires listed companies to meet specified financial and corporate governance standards. Accuray was also granted an additional 180-day period, until February 1, 2027, to demonstrate compliance with the $1.00 bid price requirement of the Nasdaq Capital Market.
Neuberger Berman Group LLC and affiliates report their holdings of Accuray Inc. common stock in an amended Schedule 13G. They may be deemed to beneficially own 5,484,393 shares, representing 4.6% of Accuray’s common stock, all with shared rather than sole voting and dispositive power.
Neuberger Berman Investment Advisers LLC is separately listed with 5,057,218 shares beneficially owned, or 4.3% of the class. The reporting entities state that various Neuberger Berman subsidiaries hold these positions in fiduciary capacities and disclaim beneficial ownership under Exchange Act Rule 13d-4. Other Neuberger Berman subsidiaries separated by an information barrier are expressly excluded from this report.
Accuray Incorporated filed a Form S-3 shelf registration covering the resale, from time to time, of up to 6,834,308 shares of common stock by certain lending investors. These shares are issuable upon exercise of three warrant series granted in connection with the company’s senior secured financing.
The registered shares comprise 2,990,010 underlying Super Premium Warrants at $1.50 per share, 2,135,721 underlying Premium Warrants at $1.25 per share, and 1,708,577 underlying Penny Warrants at $0.01 per share. The warrants were issued alongside an $18.25 million delayed draw term loan funded on May 19, 2026.
Accuray is not selling any shares in this offering and will not receive proceeds from Selling Stockholder resales, but would receive cash proceeds if holders exercise the warrants for cash, which it intends to use for general corporate purposes. Common stock outstanding was 118,963,696 shares as of May 31, 2026, and trades on Nasdaq under “ARAY,” which last closed at $0.29 on July 30, 2026.
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.
BlackRock, Inc. reports beneficial ownership of common stock of ACCURAY INC on a passive basis. BlackRock and certain of its subsidiaries collectively beneficially own 2,077,522 shares of Accuray common stock, representing 1.7% of the class.
BlackRock has 2,062,080 shares with sole voting power and 2,077,522 shares with sole dispositive power, with no shared voting or dispositive power. Various underlying clients have economic interests in these shares, but no single person holds more than five percent of Accuray’s outstanding common stock.
Neuberger Berman Group LLC reports beneficial ownership of Accuray Inc common stock. The filing states the NBG filers beneficially own 6,073,663 shares of common stock, representing 5.1% of the class as of 06/30/2026. The filing discloses shared voting power of 4,270,281 and shared dispositive power of 6,073,663. It lists affiliated entities including Neuberger Berman Investment Advisers LLC with shared voting power of 3,747,364 and shared dispositive power of 5,550,746. Holdings are reported in fiduciary capacities and aggregated under Exchange Act Rule 13d-3.
Accuray Incorporated has fully repaid its 3.75% Convertible Senior Notes due 2026. On June 1, 2026, the company paid the remaining outstanding principal of $18,000,000 plus accrued and unpaid interest of $337,500, retiring the notes at their scheduled maturity.
With this repayment, the related Indenture dated May 13, 2021 was satisfied and discharged, and Accuray was released from its remaining obligations under that agreement, other than standard provisions that survive termination. The company confirms the notes were retired in accordance with their original terms.
Miele Paul Michael reported acquisition or exercise transactions in this Form 4 filing.
ACCURAY INC granted Senior Vice President and Chief Commercial Officer Paul Michael Miele 650,000 restricted stock units (RSUs), each representing a contingent right to receive one share of common stock. This is an equity-based compensation award rather than an open-market stock purchase or sale.
According to the vesting schedule, one-fourth of the RSUs is scheduled to vest on April 30, 2027, with additional one-fourth portions vesting on each of the first, second, and third anniversaries of that date. After this grant, Miele is shown as holding 650,000 RSUs directly, aligning his compensation more closely with the company’s future share performance over several years.