PROXY STATEMENT FOR
ACCURAY INCORPORATED
2026 SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 6, 2026
This Amendment to the Definitive Proxy Statement, dated September 18, 2026 (this “Amendment”), is being filed to amend the definitive proxy statement (the “Definitive Proxy Statement”) of Accuray Incorporated, a Delaware corporation (the “Company”), which was filed with the SEC on August 24, 2026 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.
This Amendment should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety and is available free of charge on the SEC’s website at www.sec.gov. Page number references below are to page numbers in the Definitive Proxy Statement, and defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement. The information in this Amendment is in addition to the information provided by the Definitive Proxy Statement, and except for changes specifically described herein, this Amendment does not modify any other information set forth in the Definitive Proxy Statement. To the extent the information in this Amendment differs from or conflicts with the information contained in the Definitive Proxy Statement, the information set forth in this Amendment shall be deemed to supersede the respective information in the Definitive Proxy Statement.
As set forth in the Definitive Proxy Statement, our Board has unanimously approved and recommends that our stockholders approve an amendment to our Certificate of Incorporation, to effect a reverse stock split with a ratio ranging from any whole number between 1-for-15 and 1-for-40 (the “Reverse Stock Split” and the “Reverse Stock Split Range”) with respect to the issued and outstanding Common Stock and a corresponding decrease to the authorized number of shares of Common Stock (and, as a result, a reduction in the total authorized shares). The specific ratio within the Reverse Stock Split Range, if any, will be determined by the Board in its discretion at any time within one year of the date of the Special Meeting (such ratio, the “Stock Split Ratio”). We will not effect the Reverse Stock Split without also effecting the corresponding decrease in authorized Common Stock (and resulting reduction in the total authorized shares), and vice versa.
The Definitive Proxy Statement further provided that, if approved by our stockholders, the Reverse Stock Split would be effected by the filing of a Certificate of Amendment to our Certificate of Incorporation (the “Reverse Stock Split Amendment”) with the Secretary of State of the State of Delaware, which Certificate of Amendment would also effect the certain changes to Paragraph A of Article IV of our Certificate of Incorporation to reflect a proportional decrease in the number of authorized shares of Common Stock which will decrease the total number of authorized shares of capital stock.
This Amendment is being filed to correct the form of Reverse Stock Split Amendment originally set forth in Appendix B of the Definitive Proxy Statement which inadvertently omitted the provision to reflect a proportional decrease in the number of authorized shares of Common Stock and resulting decrease in the total number of authorized shares of capital stock. Appendix B as set forth in the Definitive Proxy Statement is replaced in its entirety with Appendix B provided herewith.
Stockholders are urged to carefully read Appendix B. Our Board will not be obligated to effect the Reverse Stock Split, and may, in its discretion, abandon the Reverse Stock Split at any time prior to the filing of the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware. The text of the proposed Reverse Stock Split Amendment is subject to revision to include such changes as may be required by the Secretary of State of the State of Delaware. For the avoidance of doubt, if approved by our stockholders at the Special Meeting, our Board, in its discretion, may effect the Reverse Stock Split and the corresponding reduction in the authorized shares of our Common Stock and total capital stock by causing the filing of one of a number of possible amendments to our Certificate of Incorporation, in the form indicated on Appendix B, reflecting the Stock Split Ratio selected by our Board within the approved Reverse Stock Split Range, and abandon the other amendments. Our Board, in its discretion, may also determine not to effect the Reverse Stock Split and corresponding reduction in the authorized shares of our Common Stock and total capital stock by abandoning each Reverse Stock Split Amendment.
