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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
FORM 8-K
 

 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 4, 2026
 

 
ACCURAY INCORPORATED
 
(Exact name of Registrant as Specified in Its Charter)
 

 
Delaware
001-33301
20-8370041
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
     
1240 Deming Way    
Madison, Wisconsin
 
53717-1954
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: 608 824-2800
 
 
(Former Name or Former Address, if Changed Since Last Report)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.001 par value per share
 
ARAY
 
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 


 
Item 2.02 Results of Operations and Financial Condition.
 
On February 4, 2026 the Company issued a press release announcing its financial results for the second quarter ended December 31, 2025. A copy of the Company’s press release dated February 4, 2026, titled “Accuray Reports Fiscal 2026 Second Quarter Financial Results” is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
The foregoing information (including the exhibit hereto) is being furnished under “Item 2.02 Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
 
Item 7.01 Regulation FD Disclosure.
 
Spokespersons of the Company plan to present the information in the presentation attached hereto as Exhibit 99.2 to analysts and investors from time to time on or after February 4, 2026. The presentation will be available on the Company’s Investor Relations website at: http://investors.accuray.com.
 
The furnishing of the attached presentation is not an admission as to the materiality of any information therein. The information contained in the presentation is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report. For important information about forward looking statements, see the slide titled “Forward-Looking Statements” in Exhibit 99.2 attached hereto.
 
The information set forth under Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
 
The information contained in this Item 7.01 disclosure, including Exhibit 99.1 and Exhibit 99.2, is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
 
Description
99.1
 
 
99.2
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
2
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
     
ACCURAY INCORPORATED
       
Date:
February 4, 2026
By:
/s/ Ali Pervaiz
     
Ali Pervaiz
Senior Vice President & Chief Financial Officer
 
3
EX-99.1 2 ex_891006.htm EXHIBIT 99.1 ex_891006.htm

Exhibit 99.1

 

ex_891006img001.jpg

 

Accuray Reports Fiscal 2026 Second Quarter Financial Results

 

MADISON, Wis, February 4, 2026 — Accuray Incorporated (NASDAQ: ARAY) today reported financial results for the second quarter ended December 31, 2025.

 

Key Highlights 

 

On December 15, 2025 the Company announced the first phase of comprehensive, strategic, operational, and organizational transformational plan, which is expected to improve annualized operating profitability by approximately $25 million and set the stage for revenue growth:

 

 

Plan includes organizational realignment, rightsizing of cost structure, outsourcing, and sales enablement in order to enhance competitiveness and support long-term strategy.

 

 

Workforce optimization actions will affect approximately 15% of the company’s employees globally.

 

 

Of the expected $25 million in annualized operating profit improvement, approximately $12 million is expected to be realized in fiscal year 2026.

 

During the second quarter of fiscal 2026, in connection with the transformational plan, the Company initiated a restructuring plan aimed at reducing costs, aligning resources with strategic priorities, and streamlining operations. The Company recorded $6.1 million in restructuring charges, which included $4.1 million in severance related costs, $0.7 million in implementation and other costs, and $1.2 million in impairments that were directly related to the restructuring plan. We expect total restructuring charges to be approximately $13 million for fiscal year 2026.

 

“Over the past 90 days, I’ve met extensively with Accuray teams and customers across all major regions. Their insights have directly informed the decisive actions we’ve already taken — from reorganizing our commercial structure to refining our near‑term product and service investment priorities. We moved quickly and with discipline across the four pillars we outlined publicly: commercial simplification, global functional alignment, elevation of service and product development, and cost‑structure and footprint optimization,” said CEO Steve La Neve.

 

“While this transformation is in its early stages, the pace of execution, the alignment across the organization, and the level of accountability give me confidence that we are on the right trajectory. Our objectives remain clear: accelerate top‑line growth, enhance our competitive position, expand profitability, and deliver sustainable long‑term value for all of our stakeholders, building a stronger Accuray, and the momentum we are seeing reinforces the impact of the steps taken to date,” added La Neve.

 

Fiscal Second Quarter Results

Total net revenue was $102.2 million in the second quarter of fiscal 2026, or a decrease of 12 percent, as compared to $116.2 million in the prior fiscal year second quarter. Product revenue was $45.0 million in the second quarter of fiscal 2026, or a decrease of 26 percent, as compared to $61.2 million in the prior fiscal year second quarter. Service revenue was $57.2 million in the second quarter of fiscal 2026, or an increase of 4 percent, as compared to $55.0 million in the prior fiscal year second quarter.

 

Total gross profit was $24.1 million in the second quarter of fiscal 2026, or 23.5 percent of total net revenue, as compared to a total gross profit of $41.9 million, or 36.1 percent of total net revenue, in the prior fiscal year second quarter. The decrease in the gross profit and gross margin rate was primarily due to geographical sales mix and the China joint venture delivering less systems to its end customers in the second quarter of fiscal year 2026 as compared to the prior fiscal year second quarter.

 

Operating expenses was $35.6 million in the second quarter of fiscal 2026, or a decrease of 4 percent, as compared to $37.2 million in the prior fiscal year second quarter. Operating expenses in the second quarter of fiscal 2026 include $6.1 million in restructuring charges. Excluding restructuring charges, operating expenses would have decreased by $7.6 million, or 20 percent, as compared to the prior fiscal year second quarter.

 







Net loss was $13.8 million in the second quarter of fiscal 2026, or a diluted net loss of $0.11 per share, as compared to a net income of $2.5 million, or a diluted net income of $0.02 per share, in the prior fiscal year second quarter. Adjusted EBITDA was a negative $1.9 million in the second quarter of fiscal 2026, as compared to a positive adjusted EBITDA of $9.6 million in the prior fiscal year second quarter.

 

Gross product orders were $66.1 million in the second quarter of fiscal 2026 as compared to $76.8 million in the prior fiscal year second quarter. The book to bill ratio was 1.5 in the second quarter of fiscal 2026, as compared to 1.3 the prior fiscal year second quarter. Order backlog as of December 31, 2025 was $383.3 million, which is approximately 17% percent lower than at the end of the prior fiscal year second quarter.

 

Cash, cash equivalents, and short-term restricted cash were $41.9 million as of December 31, 2025, a decrease of $16.1 million from June 30, 2025.

 

Fiscal Six Months Results

Total net revenue was $196.2 million in the first six months of fiscal 2026, or a decrease of 10 percent, as compared to $217.7 million in the prior fiscal year period. Product revenue was $82.2 million in the first six months of fiscal 2026, or a decrease of 25 percent, as compared to $109.6 million in the prior fiscal year period. Service revenue was $114.0 million in the first six months of fiscal 2026, or an increase of 5 percent, as compared to $108.2 million in the prior fiscal year period.

 

Total gross profit was $51.1 million in the first six months of fiscal 2026, or 26.0 percent of total net revenue, as compared to a total gross profit of $76.4 million, or 35.1 percent of total net revenue, in the prior fiscal year period.

 

Operating expenses was $74.0 million in the first six months of fiscal 2026, as compared to $73.8 million in the prior fiscal year period. Operating expenses in the first six months of fiscal 2026 include $8.9 million in restructuring charges. Excluding restructuring charges, operating expenses would have decreased by $8.7 million, or 12% percent as compared to the prior fiscal year period.

Net loss was $35.4 million in the first six months of fiscal 2026, or a diluted net loss of $0.30 per share, as compared to a net loss of $1.4 million, or a diluted net loss of $0.01 per share, in the prior fiscal year period. Adjusted EBITDA was negative at $6.0 million in the first six months of fiscal 2026, as compared to a positive adjusted EBITDA of $12.8 million in the prior fiscal year period.

 

Gross product orders was $105.6 million in the first six months of fiscal 2026 as compared to $132.1 million in the prior fiscal year period. The book to bill ratio was 1.3 in the first six months of fiscal 2026, as compared to 1.2 in the prior fiscal year period. 

 

Fiscal Year 2026 Financial Guidance

 

The Company is updating its guidance for fiscal year 2026 as follows:

 

 

Total net revenue is expected in the range of $440 million to $450 million.

 

 

Adjusted EBITDA is expected in the range of $22 million to $25 million.

 

Guidance for non-GAAP financial measures excludes depreciation and amortization, stock-based compensation, interest expense, provision for income taxes, (gain) loss from change in fair value of warrant liability, and certain non-recurring, irregular and one-time items. For more information regarding the non-GAAP financial measures discussed in this press release, please see "Use of Non-GAAP Financial Measures" below.

 







Conference Call Information

 

Accuray will host a conference call beginning at 1:30 p.m. PT/4:30 p.m. ET today to discuss results for the second quarter of fiscal 2026 as well as recent corporate developments. Conference call dial-in information is as follows:

 

 

U.S. callers: (833) 316-0563

 

International callers: (412) 317-5747

 

Individuals interested in listening to the live conference call via the Internet may do so by logging on to the Investor Relations section of Accuray’s website, www.accuray.com. There will be a slide presentation accompanying today’s event which can also be accessed on the company’s Investor Relations page at www.accuray.com.

 

In addition, a taped replay of the conference call will be available beginning approximately one hour after the call’s conclusion and will be available for seven days. The replay number is (855) 669-9658 (USA), or (412) 317-0088 (International), Conference ID: 8587254. An archived webcast will also be available on Accuray’s website until Accuray announces its results for the third quarter of fiscal 2026.

 

Use of Non-GAAP Financial Measures

 

Accuray reports its financial results in accordance with generally accepted accounting principles in the United States (“GAAP”) and the rules of the SEC. To supplement its financial statements prepared and presented in accordance with GAAP, Accuray uses certain non-GAAP financial measures, such as adjusted EBITDA.

 

Accuray has supplemented its GAAP net income (loss) with a non-GAAP measure of adjusted earnings before interest, taxes, depreciation, amortization, stock-based compensation, and (gain) loss from change in fair value of warrant liability (“adjusted EBITDA”). The calculation of adjusted EBITDA also excludes certain non-recurring, irregular and one-time items. Management believes that this non-GAAP financial measure provides useful supplemental information to management and investors regarding the performance of the company and facilitates a meaningful comparison of results for current periods with previous operating results. A reconciliation of GAAP net loss (the most directly comparable GAAP measure) to non-GAAP adjusted EBITDA is provided in the schedules below.

 

There are limitations in using these non-GAAP financial measures because they are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. These non-GAAP financial measures should not be considered in isolation or as a substitute for GAAP financial measures. Investors and potential investors should consider non-GAAP financial measures only in conjunction with the company’s consolidated financial statements prepared in accordance with GAAP.

 

About Accuray

 

Accuray Incorporated (Nasdaq: ARAY) is committed to expanding the powerful potential of radiation therapy to improve as many lives as possible. We invent unique, market-changing solutions that are designed to deliver radiation treatments for even the most complex cases—while making commonly treatable cases even easier—to meet the full spectrum of patient needs. We are dedicated to continuous innovation in radiation therapy for oncology, neuro-radiosurgery, and beyond, as we partner with clinicians and administrators, empowering them to help patients get back to their lives, faster. Accuray is headquartered in Madison, Wisconsin, with facilities worldwide.

 

Safe Harbor Statement

 

Statements made in this press release that are not statements of historical fact are forward-looking statements and are subject to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release relate, but are not limited, to the company's guidance and future results of operations, including expectations regarding: total net revenue and adjusted EBITDA; the expected benefits from the transformation plan, including expected improvement in annualized operating profit; the ability to achieve the objectives of the transformation plan; expected restructuring charges for fiscal year 2026; the company’s ability to deliver sustained performance and execute on its strategies and objectives, including related to its transformation efforts and restructuring plans; the company’s ability to expand adjusted EBITDA margins as a percentage of revenue; expectations regarding the company’s adjusted EBITDA margin run-rate; opportunities to accelerate top-line growth and expand profitability; the appointment of a new global chief commercial officer; expectations regarding the impact of tariffs as well as mitigation efforts by the company; the company’s ability to navigate supply chain, logistics, macroeconomic, and foreign exchange challenges; expectations regarding the company’s China joint venture; expectations related to the amount and timing of realizing deferred margin from the company’s China joint venture; expectations with respect to strategic partnerships and collaborations; expectations related to the markets and regions in which the company operates; expectations regarding new product introductions and innovations; expectations regarding installed base growth; and the company’s ability to drive sustainable, profitable growth, while creating long-term value for patients, providers and shareholders. These forward-looking statements involve risks and uncertainties. If any of these risks or uncertainties materialize, or if any of the company’s 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 effect of the global macroeconomic environment on the operations of the company and those of its customers and suppliers; disruptions to our supply chain, including increased logistics costs; the company's ability to achieve widespread market acceptance of its products; substantial outstanding indebtedness and its ability to maintain compliance with financial covenants related to its debt; the effect of enhanced international tariffs on the company; the company’s ability to realize the expected benefits of the China joint venture and other partnerships; risks inherent in international operations; the company's ability to maintain or increase its gross margins on product sales and services; delays in regulatory approvals or the development or release of new offerings; the company's ability to meet the covenants under its credit facilities; the company's ability to convert backlog to revenue; and such other risks identified under the heading “Risk Factors” in the company's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2025, and as updated periodically with the company's other filings with the SEC. Forward-looking statements speak only as of the date the statements are made and are based on information available to the company at the time those statements are made and/or management's good faith belief as of that time with respect to future events. The company assumes 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 put undue reliance on any forward-looking statements.

 

Aman Patel, CFA

Steve Monroe

Investor Relations, ICR-Westwicke

Vice President, Financial Planning & Analysis - Accuray

aman.patel@westwicke.com

smonroe@accuray.com

 

###

Financial Tables to Follow







 

Accuray Incorporated

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)

 

   

Three Months Ended

   

Six Months Ended

 
   

December 31,

   

December 31,

 
   

2025

   

2024

   

2025

   

2024

 

Net revenue:

                               

Products

  $ 45,005     $ 61,189     $ 82,166     $ 109,558  

Services

    57,236       54,985       114,017       108,161  

Total net revenue

    102,241       116,174       196,183       217,719  

Cost of revenue:

                               

Cost of products

    36,151       34,553       65,573       67,014  

Cost of services

    42,018       39,729       79,527       74,344  

Total cost of revenue

    78,169       74,282       145,100       141,358  

Gross profit

    24,072       41,892       51,083       76,361  

Operating expenses:

                               

Research and development

    10,650       13,644       21,868       25,760  

Selling and marketing

    8,848       11,114       20,547       22,796  

General and administrative

    10,065       12,427       22,661       25,247  

Restructuring

    6,075             8,886        

Total operating expenses

    35,638       37,185       73,962       73,803  

Income (loss) from operations

    (11,566 )     4,707       (22,879 )     2,558  

Income from equity method investment, net

    471       1,604       910       1,532  

Interest expense

    (7,709 )     (2,883 )     (15,761 )     (5,838 )

   Gain from change in fair value of warrant liability

    5,713             3,839          

   Other (expense) income, net

    (106 )     (196 )     (513 )     1,651  

Income (loss) before provision for income taxes

    (13,197 )     3,232       (34,404 )     (97 )

Provision for income taxes

    573       695       1,044       1,320  

Net income (loss)

  $ (13,770 )   $ 2,537     $ (35,448 )   $ (1,417 )

Net income (loss) per share - basic

  $ (0.11 )   $ 0.03     $ (0.30 )   $ (0.01 )

Net income (loss) per share - diluted

  $ (0.11 )   $ 0.02     $ (0.30 )   $ (0.01 )

Weighted average common shares used in computing net loss per share:

                               

Basic

    120,973       101,405       119,968       100,796  

Diluted

    120,973       103,746       119,968       100,796  

 







 

Accuray Incorporated

Condensed Consolidated Balance Sheets

(in thousands)

(Unaudited)

 

   

December 31, 2025

   

June 30, 2025

 

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 41,295     $ 57,416  

Restricted cash

    575       574  

Accounts receivable, net

    60,962       83,192  

Inventories, net

    150,962       141,020  

Prepaid expenses and other current assets

    36,968       33,501  

Deferred cost of revenue

    1,626       1,762  

Total current assets

    292,388       317,465  

Property and equipment, net

    29,256       28,658  

Investment in joint venture

    5,804       4,612  

Operating lease right-of-use assets, net

    30,807       33,115  

Goodwill

    57,849       57,802  

Long-term restricted cash

    5,999       4,144  

Other assets

    25,906       24,443  

Total assets

  $ 448,009     $ 470,239  

Liabilities and stockholders' equity

               

Current liabilities:

               

Accounts payable

  $ 43,519     $ 34,033  

Accrued compensation

    14,925       14,573  

Operating lease liabilities, current

    8,155       7,375  

Other accrued liabilities

    30,902       29,361  

Customer advances

    11,850       12,197  

Deferred revenue

    78,978       82,306  

Short-term debt

    11,110       12,734  

Total current liabilities

    199,439       192,579  

Operating lease liabilities, non-current

    30,184       32,482  

Long-term other liabilities

    6,101       5,160  

Warrant liability

    6,478       8,497  

Deferred revenue, non-current

    27,610       26,566  

Long-term debt

    124,777       123,786  

Total liabilities

    394,589       389,070  

Stockholders' equity:

               

Common stock

    119       113  

Additional paid-in capital

    609,409       602,165  

Accumulated other comprehensive loss

    (1,388 )     (1,837 )

Accumulated deficit

    (554,720 )     (519,272 )

Total stockholders' equity

    53,420       81,169  

Total liabilities and stockholders' equity

  $ 448,009     $ 470,239  

 







Accuray Incorporated

Summary of Orders and Backlog

(in thousands, except book to bill ratio)

(Unaudited)

 

   

Three Months Ended

   

Six Months Ended

 
   

December 31,

   

December 31,

 
   

2025

   

2024

   

2025

   

2024

 

Gross orders

  $ 66,064     $ 76,762     $ 105,634     $ 132,127  

Net orders

    32,611       55,639       38,526       85,295  

Order backlog

    383,332       463,056       383,332       463,056  

Book to bill ratio (a)

    1.5       1.3       1.3       1.2  

 

(a) Book to bill ratio is defined as gross orders for the period divided by product revenue for the period.

 

Accuray Incorporated

Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA

(in thousands)

(Unaudited)

 

   

Three Months Ended

   

Six Months Ended

 
   

December 31,

   

December 31,

 
   

2025

   

2024

   

2025

   

2024

 

GAAP net income (loss)

  $ (13,770 )   $ 2,537     $ (35,448 )   $ (1,417 )

Depreciation and amortization (a)

    2,163       1,513       3,839       2,977  

Stock-based compensation

    882       2,284       3,397       4,638  

Interest expense, net (b)

    7,463       2,605       15,243       5,257  

Provision for income taxes

    573       695       1,044       1,320  

(Gain) from change in fair value of warrant liability

    (5,713 )           (3,839 )      

Restructuring charges

    6,075             8,886        

Post-financing costs

    391             832        

Adjusted EBITDA

  $ (1,936 )   $ 9,634     $ (6,046 )   $ 12,775  

 

(a) Consists of depreciation on property and equipment and amortization of capitalized software and intangibles.

(b) Consists of interest expense net of interest income.

 

Accuray Incorporated

Forward-Looking Guidance

Reconciliation of Projected GAAP Net Loss to Projected Adjusted EBITDA

(in thousands)

(Unaudited)

 

   

Twelve Months Ending

 
   

June 30, 2026

 
   

From

   

To

 

GAAP net loss

  $ (39,000 )   $ (36,000 )

Depreciation and amortization (a)

    8,500       8,500  

Stock-based compensation

    9,250       9,250  

Interest expense, net (b)

    30,000       30,000  

Provision for income taxes

    2,500       2,500  

(Gain) from change in fair value of warrant liability

    (4,000 )     (4,000 )

Restructuring charges

    13,000       13,000  

Post-financing costs

    1,750       1,750  

Adjusted EBITDA

  $ 22,000     $ 25,000  

 

(a) Consists of depreciation on property and equipment and amortization of capitalized software and intangibles.

(b) Consists of interest expense net of interest income.

 

 
EX-99.2 3 ex_916330.htm EXHIBIT 99.2 Image Exhibit

Exhibit 99.2

 

 

 

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