ACCURAY INC

Statements made in this proxy statement that are not statements of historical fact are forward-looking statements that are subject to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this proxy statement relate, but are not limited, to: the anticipated closing of the transactions contemplated by the Purchase Agreement, our expected use of proceeds therefrom, potential effects of the approval or non-approval of the Nasdaq Stock Issuance Proposal and the Authorized Shares Increase Proposal, our expectations regarding the Reverse Stock Split Proposal, including the timing of any reverse stock split, the potential benefits of a reverse stock split, including but not limited to possible increased investor interest, continued listing on The Nasdaq Capital Market and our ability to satisfy Nasdaq’s minimum bid price requirement, and the potential for a higher stock price, the intended income tax consequences of the reverse stock split, the timing and effects of the proposed amendments to our Certificate of Incorporation, the expected benefits of our transformation plan, the anticipated filing and effectiveness of a resale registration statement pursuant to our registration rights obligations; the expected changes to the size and composition of our Board in connection with the transactions contemplated by the Purchase Agreement; and any assumptions underlying any of the foregoing. Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “may,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements involve risks and uncertainties. If any of these risks or uncertainties materialize, or if any of our 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 risk that any reverse stock split may not result in an increase to our Common Stock price or that we may be unable to maintain our listing on The Nasdaq Capital Market, the risk that the conditions to closing of the transactions contemplated by the Purchase Agreement may not be satisfied or waived, and the other risks set forth below, in particular under the headings “Certain Risks and Considerations” and “Certain Considerations and Risks Associated with the Reverse Stock Split.” For a further discussion of these and other risk factors that could impact our future results and performance, see the section entitled “Risk Factors” in our most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K that we have filed with the SEC, and our subsequent filings with the SEC. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

We assume 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.

PROXY STATEMENT FOR

2026 SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 6, 2026

This proxy statement (“Proxy Statement”) is furnished to our stockholders of record as of the close of business on August 21, 2026 (the “Record Date”), in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use in connection with our 2026 Special Meeting of Stockholders, and any adjournment, postponement or other delay thereof (the “Special Meeting”), to 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, please follow the instructions in the section titled “Questions and Answers Regarding This Solicitation and Voting at the Special Meeting-How can I attend the Special Meeting virtually?” This Proxy Statement and enclosed proxy card are first being sent to our stockholders on or about August 24, 2026.