Short answer
ACCURAY INC (ARAY) filed an 8-K current report with the SEC on July 29, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 5.02 (Departure/Election of Directors or Officers), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.1). $55.0M preferred financing: $15.0M cash plus conversion of $40.0M existing debt, contingent on stockholder approval and 1-for-15 to 1-for-40 reverse split.
ACCURAY INC 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- $55.0M preferred financing: $15.0M cash plus conversion of $40.0M existing debt, contingent on stockholder approval and 1-for-15 to 1-for-40 reverse split
- Series A accrues 8% dividends, carries a $1,000 liquidation preference, and converts initially at approximately $0.50 per share
- Existing warrants covering approximately 27.6M common shares cancelled, but new seven-year $0.01 warrants cover approximately 15.3M shares
- TCW gains rights to designate two directors and preferred-holder consent over key financing and governance actions
- Debt amendment provides covenant relief through December 31, 2027, but adds a $15.0M termination fee and $250,000 amendment fees if approval fails
Item 5.02 · Departure/Election of Directors or Officers
- Beverly Huss and Anne LeGrand resigned from Accuray’s board effective July 29, 2026
- Departures occurred alongside execution of the Purchase Agreement, indicating transaction-related board turnover
- No disagreements with Accuray, its board, operations, policies, or practices cited
Item 8.01 · Other Events
- Purchase Agreement executed, marking a potentially material corporate transaction
- Press release provides transaction terms and expected strategic or financial impact
- Investors should review Exhibit 99.1 for purchase price, counterparties, timing, and conditions
Item EX-99.1 · Exhibit EX-99.1
- Warrant issued to lenders for Financing Agreement Amendment No. 3, signaling lender concessions tied to covenant and liquidity changes
- Exercise price $0.01 per share, creating potentially substantial dilution if exercised
- Expiration in 2033, with automatic cashless exercise when market price exceeds exercise price
- Exercise capped at 4.99%, 9.99%, or 19.9% pending final terms, limiting immediate ownership concentration
- Anti-dilution protections and resale restrictions enhance holder economics while complicating future equity financing
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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