{"filing":{"accession_number":"0001437749-26-024904","cik":"0001138723","ticker":"ARAY","company_name":"ACCURAY INC","form":"8-K","filing_date":"2026-07-29","report_date":"2026-07-29","primary_document":"aray20260729_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1138723/000143774926024904/aray20260729_8k.htm"},"events":[{"id":21806,"run_id":19676,"accession_number":"0001437749-26-024904","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"summary":"Accuray entered into a Securities Purchase Agreement with TCW Asset Management Company LLC involving issuance of 55,000 shares of Series A Convertible Preferred Stock for $55 million ($15 million cash plus $40 million debt conversion), cancellation of approximately 27.6 million warrants, and amendment of the Financing Agreement. The transaction includes board designation rights for TCW (2 of 7 directors), consent rights over major corporate actions, and conversion rights at $0.50 per share, fundamentally representing a material change of control and recapitalization.","company_name":"ACCURAY INC","ticker":"ARAY","filing_date":"2026-07-29","form":"8-K","submitted_at":null,"items":[{"id":21533,"accession_number":"0001437749-26-024904","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This disclosure centers on Accuray's entry into a Securities Purchase Agreement with TCW Asset Management Company LLC involving the issuance of 55,000 shares of Series A Convertible Preferred Stock for $55 million ($15 million cash plus $40 million debt conversion), coupled with cancellation of approximately 27.6 million warrants and amendment of the Financing Agreement. While structured as a preferred stock issuance and debt restructuring, the transaction fundamentally represents a material change of control and recapitalization: TCW gains board designation rights (2 of 7 directors), consent rights over major corporate actions, and conversion rights at $0.50 per share (a 105.4% premium to market). The transaction materially alters the capital structure, governance, and financial obligations of the company, meeting the definition of material M\u0026A activity under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-30T00:22:17.005970+00:00","company_name":"","ticker":null,"filing_date":""},{"id":21534,"accession_number":"0001437749-26-024904","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered sale of Series A Preferred Stock and Warrants to TCW Asset Management under Section 4(a)(2) of the Securities Act. The press release details a $40 million debt-for-equity exchange plus a $15 million cash investment by TCW in convertible preferred stock convertible at $0.50 per share (a 105.4% premium to market), representing a material dilutive issuance. This is a significant capital restructuring involving unregistered equity securities issued to the company's primary lender and largest shareholder.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-30T00:22:17.005970+00:00","company_name":"","ticker":null,"filing_date":""},{"id":21536,"accession_number":"0001437749-26-024904","item_number":"8.01","item_title":"Other Events","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses execution of a \"Purchase Agreement\" with TCW Asset Management involving a material restructuring: $40 million debt-to-equity conversion, $15 million equity investment, covenant holiday through 2027, board composition changes, and a reverse stock split. While framed as \"financial strengthening,\" these definitive agreements constitute a material change of control and capital restructuring. The press release emphasizes this as a transformative transaction with TCW (the primary lender and largest shareholder) that fundamentally alters the company's financial structure and governance, meeting the threshold for ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-30T00:22:17.005970+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":21807,"run_id":19676,"accession_number":"0001437749-26-024904","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Beverly Huss and Anne LeGrand resigned from the Board effective July 29, 2026, in connection with the material financial restructuring agreement with TCW. The board size is being reduced from 8 to 7 directors as part of the governance restructuring accompanying the capital transaction.","company_name":"ACCURAY INC","ticker":"ARAY","filing_date":"2026-07-29","form":"8-K","submitted_at":null,"items":[{"id":21535,"accession_number":"0001437749-26-024904","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"Beverly Huss and Anne LeGrand resigned from the Board effective July 29, 2026, in connection with a major financial restructuring agreement with TCW. While the filing states the resignations were not due to disagreement, they are part of a material governance restructuring where the board size is being reduced from 8 to 7 and TCW gains the right to appoint two directors. The principal disclosed action is the departure of two directors, making this an exec_departure event that would materially affect investor assessment of the company's governance and control structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-30T00:22:17.005970+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":21533,"accession_number":"0001437749-26-024904","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This disclosure centers on Accuray's entry into a Securities Purchase Agreement with TCW Asset Management Company LLC involving the issuance of 55,000 shares of Series A Convertible Preferred Stock for $55 million ($15 million cash plus $40 million debt conversion), coupled with cancellation of approximately 27.6 million warrants and amendment of the Financing Agreement. While structured as a preferred stock issuance and debt restructuring, the transaction fundamentally represents a material change of control and recapitalization: TCW gains board designation rights (2 of 7 directors), consent rights over major corporate actions, and conversion rights at $0.50 per share (a 105.4% premium to market). The transaction materially alters the capital structure, governance, and financial obligations of the company, meeting the definition of material M\u0026A activity under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-30T00:22:17.005970+00:00","company_name":"ACCURAY INC","ticker":"ARAY","filing_date":"2026-07-29"},{"id":21534,"accession_number":"0001437749-26-024904","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered sale of Series A Preferred Stock and Warrants to TCW Asset Management under Section 4(a)(2) of the Securities Act. The press release details a $40 million debt-for-equity exchange plus a $15 million cash investment by TCW in convertible preferred stock convertible at $0.50 per share (a 105.4% premium to market), representing a material dilutive issuance. This is a significant capital restructuring involving unregistered equity securities issued to the company's primary lender and largest shareholder.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-30T00:22:17.005970+00:00","company_name":"ACCURAY INC","ticker":"ARAY","filing_date":"2026-07-29"},{"id":21535,"accession_number":"0001437749-26-024904","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"Beverly Huss and Anne LeGrand resigned from the Board effective July 29, 2026, in connection with a major financial restructuring agreement with TCW. While the filing states the resignations were not due to disagreement, they are part of a material governance restructuring where the board size is being reduced from 8 to 7 and TCW gains the right to appoint two directors. The principal disclosed action is the departure of two directors, making this an exec_departure event that would materially affect investor assessment of the company's governance and control structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-30T00:22:17.005970+00:00","company_name":"ACCURAY INC","ticker":"ARAY","filing_date":"2026-07-29"},{"id":21536,"accession_number":"0001437749-26-024904","item_number":"8.01","item_title":"Other Events","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses execution of a \"Purchase Agreement\" with TCW Asset Management involving a material restructuring: $40 million debt-to-equity conversion, $15 million equity investment, covenant holiday through 2027, board composition changes, and a reverse stock split. While framed as \"financial strengthening,\" these definitive agreements constitute a material change of control and capital restructuring. The press release emphasizes this as a transformative transaction with TCW (the primary lender and largest shareholder) that fundamentally alters the company's financial structure and governance, meeting the threshold for ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-30T00:22:17.005970+00:00","company_name":"ACCURAY INC","ticker":"ARAY","filing_date":"2026-07-29"}]}