ACCURAY INC
For the period ended Jun 30, 2024. Filed Sep 19, 2024.
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FY2024 · Filed Sep 19, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)
We have filed the following documents as part of this report:
| Page No. | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID 248) | 82 |
| Consolidated Balance Sheets | 85 |
| Consolidated Statements of Operations and Comprehensive Loss | 86 |
| Consolidated Statements of Stockholders’ Equity | 87 |
| Consolidated Statements of Cash Flows | 88 |
| Notes to Consolidated Financial Statements | 90 |
Consolidated Financial Statement Schedules
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Annual Report on Form 10‑K.
Exhibits
The following exhibits are incorporated by reference or filed herewith.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNo. · Exhibit Description · Form · File No. · Exhibit · Filing Date · Furnishedor FiledHerewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of Registrant. | 8-K | 001-33301 | 3.1 | 02/06/2013 |
| 3.2 | Amended and Restated Bylaws of Registrant. | 8‑K | 001‑33301 | 3.1 | 09/20/2023 |
| 4.1 | Indenture between Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee, dated as of August 7, 2017. | 8-K | 001-33301 | 4.1 | 08/08/2017 |
| 4.2 | Form of Common Stock Certificate. | S‑1/A | 333‑138622 | 4.3 | 02/05/2007 |
| 4.3 | Form of 3.75% Convertible Senior Note due 2022 (included in Exhibit 4.3). | 8-K | 001-33301 | 4.1 | 08/08/2017 |
| 4.4 | First Supplemental Indenture, dated as of December 4, 2017, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee. | 8-K | 001-33301 | 4.1 | 12/04/2017 |
| 4.5 | Indenture, dated as of May 13, 2021, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee. | 8-K | 001-33301 | 4.1 | 05/18/2021 |
| 4.6 | Form of 3.75% Convertible Senior Note due 2026 (included in Exhibit 4.5) | 8-K | 001-33301 | 4.1 | 05/18/2021 |
| 4.7 | Description of the Registrant’s Securities | 10-K | 001-33301 | 4.7 | 09/07/2023 |
| 10.1 | Office Lease between Old Sauk Trails Park Limited Partnership and TomoTherapy Incorporated, dated October 22, 2001. | 10-K | 001-33301 | 10.1 | 09/07/2023 |
| 10.2 | First Amendment to Lease between Old Sauk Trails Park Limited Partnership and TomoTherapy Incorporated, dated May 1, 2004. | 10-K | 001-33301 | 10.2 | 09/07/2023 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNo. · Exhibit Description · Form · File No. · Exhibit · Filing Date · Furnishedor FiledHerewith | |||||
| 10.3 | Second Amendment to Lease between Old Sauk Trails Park Limited Partnership and Accuray, Inc FKA TomoTherapy, Inc., dated October 19, 2016. | 10-K | 001-33301 | 10.3 | 09/07/2023 |
| 10.4 | Third Amendment to Lease between Old Sauk Trails Park Limited Partnership and Accuray Incorporated, dated March 27, 2020. | 10-K | 001-33301 | 10.4 | 09/07/2023 |
| 10.5 | Fourth Amendment to Lease Deming Way Property Group LLC and Accuray Incorporated, dated August 19, 2022. | 10-K | 001-33301 | 10.5 | 09/07/2023 |
| 10.6 | Accuray Incorporated 1998 Equity Incentive Plan and forms of agreements relating thereto. | S‑1 | 333‑138622 | 10.4 | 11/13/2006 |
| 10.7* | Accuray Incorporated 2007 Incentive Award Plan. | 10‑K | 001‑33301 | 10.8 | 09/19/2011 |
| 10.8* | Form of Performance Stock Unit Grant Notice and Performance Stock Unit Agreement. | 8‑K | 001‑33301 | 99.2 | 09/02/2014 |
| 10.9* | Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement. | 8‑K | 001‑33301 | 99.1 | 09/02/2014 |
| 10.10* | Form of Stock Option Grant Notice and Stock Option Agreement. | 8‑K | 001‑33301 | 99.3 | 11/23/2011 |
| 10.11* | Form of 2016 Market Stock Unit Grant Notice and Award Agreement. | 8‑K | 001‑33301 | 99.1 | 10/02/2015 |
| 10.12* | Accuray Incorporated Amended and Restated 2016 Equity Incentive Plan and forms of award agreements thereunder. | 8‑K | 001‑33301 | 10.1 | 11/15/2023 |
| 10.13* | Amended and Restated 2007 Employee Stock Purchase Plan. | 8-K | 001-33301 | 10.2 | 11/16/2022 |
| 10.14* | Accuray Incorporated Company Bonus Plan. | 10‑Q | 001‑33301 | 10.6 | 11/06/2018 |
| 10.15* | Form of Accuray Incorporated Stand-Alone Inducement Restricted Stock Unit Agreement for Suzanne Winter. | S-8 | 333-234412 | 99.1 | 10/31/2019 |
| 10.16* | Form of Accuray Incorporated Stand-Alone Inducement Stock Option Agreement for Suzanne Winter. | S-8 | 333-234412 | 99.2 | 10/31/2019 |
| 10.17* | Form of Accuray Incorporated Stand-Alone Inducement Restricted Stock Unit Agreement for Jim Dennison. | S-8 | 333-251038 | 99.4 | 11/30/2021 |
| 10.18* | Form of Accuray Incorporated Stand-Alone Inducement Stock Option Agreement for Jim Dennison. | S-8 | 333-251038 | 99.5 | 11/30/2021 |
| 10.19* | Form of Accuray Incorporated Stand-Alone Inducement Restricted Stock Unit Agreement for Sandeep Chalke. | S-8 | 333-265330 | 99.1 | 05/31/2022 |
| 10.20* | Form of Accuray Incorporated Stand-Alone Inducement Stock Option Agreement for Sandeep Chalke. | S-8 | 333-265330 | 99.2 | 05/31/2022 |
| 10.21* | TomoTherapy Incorporated 2000 Stock Option Plan, as amended, and forms of option agreements thereunder. | S‑8 | 333‑174952 | 99.1 | 06/17/2011 |
| 10.22* | TomoTherapy Incorporated 2002 Stock Option Plan, as amended, and forms of option agreements thereunder. | S‑8 | 333‑174952 | 99.2 | 06/17/2011 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNo. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Furnishedor FiledHerewith |
| 10.23* | TomoTherapy Incorporated 2007 Equity Incentive Plan, as amended, and forms of option agreements thereunder. | S‑8 | 333‑174952 | 99.3 | 06/17/2011 | |
| 10.24* | Form of Indemnification Agreement by and between Registrant and each of its directors and executive officers. | 10‑Q | 001‑33301 | 10.7 | 05/10/2011 | |
| 10.25* | Executive Employment Agreement by and Between Registrant and Jesse Chew, dated January 1, 2023. | 10-Q | 001-33301 | 10.3 | 05/08/2023 | |
| 10.26* | Executive Employment Agreement by and Between Registrant and Suzanne Winter, dated January 1, 2023 | 10-Q | 001-33301 | 10.1 | 05/08/2023 | |
| 10.27* | Executive Employment Agreement by and between Registrant and Michael Hoge, dated January 1, 2023. | 10-Q | 001-33301 | 10.4 | 05/08/2023 | |
| 10.28* | Executive Employment Agreement by and between Registrant and Ali Pervaiz, dated January 1, 2023. | 10-Q | 001-33301 | 10.2 | 05/08/2023 | |
| 10.29* | Executive Employment Agreement by and between Registrant and Sandeep Chalke, dated May 2, 2022. | 10-K | 001-33301 | 10.46 | 8/17/2023 | |
| 10.30 | Credit Agreement among the Registrant, as the Borrower, the several lenders from time to time party thereto, and Silicon Valley Bank, as administrative agent, lead arranger, issuing lender and swingline lender, dated as of May 6, 2021. | 10-K | 001-33301 | 10.56 | 08/17/2021 | |
| 10.31 | First Amendment to Credit Agreement among Registrant, as the Borrower, the several banks and other financial institutions or entities party hereto, and Silicon Valley Bank, as administrative agent, issuing lender and swingline lender, dated as of October 28, 2022. | 10-Q | 001-33301 | 10.1 | 2/2/2023 | |
| 10.32 | Second Amendment to Credit Agreement among Registrant, as the Borrower, the several banks and other financial institutions or entities party hereto, and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as administrative agent, issuing lender and swingline lender, dated as of November 20, 2023. | X | ||||
| 10.33 | Third Amendment to Credit Agreement among Registrant, as the Borrower, the several banks and other financial institutions or entities party hereto, and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as administrative agent, issuing lender and swingline lender, dated as of April 25, 2024. | 10-Q | 001-33301 | 10.1 | 05/08/2024 | |
| 10.34 | Form of Exchange Agreement, dated as of May 6, 2021, between the Registrant and each signatory thereto. | 8-K | 001-33301 | 10.1 | 05/12/2021 | |
| 10.35 | Form of Subscription Agreement, dated as of May 6, 2021, between the Registrant and each signatory thereto. | 8-K | 001-33301 | 10.2 | 05/12/2021 | |
| Incorporated by Reference | ||||||
| ExhibitNo. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Furnishedor FiledHerewith |
| 19.1 | Insider Trading Policy | X | ||||
| 21.1 | List of subsidiaries. | X | ||||
| 23.1 | Consent of Grant Thornton LLP, independent registered public accounting firm. | X | ||||
| 24.1 | Power of Attorney (incorporated by reference to the signature page of this annual report on Form 10‑K). | X | ||||
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. | X | ||||
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. | X | ||||
| 97.1 | Compensation Recovery Policy | X | ||||
| 101.INS | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | X | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||
- Management contract or compensatory plan or arrangement.
‡ Confidential treatment has been granted with respect to portions of this exhibit.
† Certain portions of this exhibit have been omitted because they are both not material and would be competitively harmful if publicly disclosed.
The certification attached as Exhibit 32.1 that accompanies this Annual Report on Form 10‑K is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Accuray Incorporated under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Annual Report on Form 10‑K, irrespective of any general incorporation language contained in such filing. Form 10‑K, irrespective of any general incorporation language contained in such filing.
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