ACCURAY INC

DEF 14A 1 ny20079885x2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

ACCURAY INCORPORATED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

NOTICE OF

2026 SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 6, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 Special Meeting of Stockholders, and any adjournment, postponement or other delay thereof (the “Special Meeting”), of Accuray Incorporated, a Delaware corporation (“Accuray” or the “Company”), which will be held virtually via live audio webcast on Tuesday, October 6, 2026 at 11:00 a.m. Central Time. In order to attend and vote at the Special Meeting, see “How can I attend the Special Meeting virtually?” in the proxy statement (the “Proxy Statement”) that accompanies this Notice of 2026 Special Meeting of Stockholders.

On July 29, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain of our existing investors (the “Investors”), pursuant to which we agreed to sell, and the Investors agreed to purchase, an aggregate of 55,000 shares of our Series A Convertible Preferred Stock (the “Series A Preferred Stock”), for an aggregate purchase price of $55 million, or $1,000 per share (the “Issuance”). The Investors are lenders under the Financing Agreement (as defined below). In connection with entering into the Purchase Agreement, we entered into an amendment to our Financing Agreement, pursuant to which we issued warrants (the “Warrants”) to purchase up to an aggregate of approximately 15.3 million shares of our common stock, par value $0.001 per share (the “Common Stock”), at an exercise price of $0.01 per share of Common Stock (the Common Stock underlying such Warrants, the “Warrant Shares”). The aggregate purchase price for the Series A Preferred Stock is payable in the form of (i) $15.0 million in cash (the “Cash Investment”), which amount was paid on the date the parties entered into the Purchase Agreement and will be used to purchase 15,000 shares of Series A Preferred Stock in the Issuance and (ii) the conversion of $40.0 million of existing indebtedness held by the Investors under the Financing Agreement, dated as of June 6, 2025 (as amended, amended and restated, supplemented, revised, or otherwise modified from time to time, the “Financing Agreement”), by and among us, the guarantors party thereto, TCW Asset Management Company LLC (“TCW”), as administrative agent and collateral agent, and the other parties signatory thereto. In connection with such conversion, the Investors will receive 40,000 shares of Series A Preferred Stock in the Issuance and the converted indebtedness will be cancelled and extinguished at the closing of the Issuance. The net proceeds from the Cash Investment are expected to provide critical capital to support the Company’s transformation initiatives, working capital needs and general corporate purposes, as well as the payment of transaction costs and fees. The $40.0 million portion of the aggregate purchase price attributable to the conversion of existing indebtedness under the Financing Agreement will not result in the receipt of additional cash proceeds by us, but reduces our overall indebtedness and future interest expense. The Issuance is subject to certain closing conditions as provided in the Purchase Agreement, including approval by our stockholders of the Issuance and a reverse stock split of our Common Stock at a ratio ranging from any whole number between 1-for-15 and 1-for-40, the exact ratio within the 15 to 40 range to be determined by the Board and publicly announced by the Company.

At the Special Meeting, stockholders will be asked to consider, vote upon and approve the following proposals, each of which is more fully described in the accompanying proxy statement:

These items of business to be transacted at the Special Meeting are more fully described in the Proxy Statement. The Special Meeting will be a virtual-only meeting of stockholders to provide convenience to our stockholders and enable increased stockholder participation. Stockholders will be able to attend and participate in the Special Meeting, vote their shares electronically, and submit questions during the live audio webcast of the Special Meeting by visiting www.virtualshareholdermeeting.com/ARAY2026SM and entering their control number.

The Special Meeting will begin promptly at 11:00 a.m. Central Time. Only holders of record and beneficial owners of shares of our Common Stock at the close of business on August 21, 2026 (the “Record Date”), are entitled to notice of, to attend, and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available by writing to the Corporate Secretary at our principal executive offices located at 1240 Deming Way, Madison, WI 53717.

It is important that you use this opportunity to vote on the business to come before the stockholders at the Special Meeting. After reading the Proxy Statement, you are urged to cast your vote as promptly as possible. Please promptly sign, date and return the enclosed proxy card in the prepaid envelope provided to you or vote by telephone or over the Internet to ensure that your shares are represented at the Special Meeting.

All stockholders are cordially invited to attend the Special Meeting. Even if you plan to attend the Special Meeting, please cast your vote as promptly as possible by telephone, by Internet, or by signing and dating your proxy card and returning it promptly. This will ensure that your vote will be counted if you later decide not to, or are unable to, attend the Special Meeting. Even if you have given your proxy, you may still attend and vote at the Special Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be held on

October 6, 2026 at 11:00 a.m. Central Time

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The Notice of the 2026 Special Meeting, Proxy Statement and Annual Report to Stockholders for the fiscal year ended June 30, 2025 are available at www.virtualshareholdermeeting.com/ARAY2026SM.

By order of the Board of Directors,

/s/ Stephen La Neve

Stephen La Neve

President and Chief Executive Officer

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