| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Accuray Inc |
| (c) | Address of Issuer's Principal Executive Offices:
1240 Deming Way, Madison,
WISCONSIN
, 53717. |
Item 1 Comment:
This Amendment No. 2 (this "Amendment No.2") amends and supplements the statement on Schedule 13D (the "Original Schedule 13D") filed by The TCW Group, Inc. ("TCW") on behalf of itself and its direct and indirect subsidiaries, on June 17, 2025, as amended by Amendment No. 1 to Schedule 13D filed on April 17, 2026, ("Amendment No. 1," and together with the Original Schedule 13D, the "Schedule 13D"), relating to the Common Stock, par value $0.001 per share (the "Common Stock"), of Accuray Incorporated, a Delaware corporation (the "Issuer"). |
| Item 2. | Identity and Background |
|
| (a) | N/A |
| (b) | N/A |
| (c) | N/A |
| (d) | N/A |
| (e) | N/A |
| (f) | N/A |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The disclosure in Item 3 is supplemented by adding the following:
On May 19, 2026, the Issuer issued (x) to TCW Rescue Financing and TCW Direct Lending, respectively, (x) Common Stock Purchase Warrants to purchase 1,010,028 shares and 75,630 shares, respectively, of Common Stock at an exercise price of $1.25 per share (the "May Premium Warrants"), (y) Common Stock Purchase Warrants to purchase 1,414,040 shares and 105,882 shares, respectively, of Common Stock at an exercise price of $1.50 per share (the "May Super Premium Warrants"), in each case of the May Premium Warrants and Super Premium Warrants, exercisable on and after six months and one day after May 19, 2026 and expiring on May 19, 2033, and (z) Common Stock Purchase Warrants to purchase 808,023 shares and 60,504 shares, respectively, of Common Stock at an exercise price of $0.01 per share (the "December Penny Warrants"), exercisable on and after May 19, 2026 and expiring on May 19, 2033 (the May Premium Warrants, May Super Premium Warrants and May Penny Warrants, collectively, the "May Warrants" and, together with the June Warrants and December Warrants, the "Warrants").The May Warrants were issued to the holders thereof in connection with the making of a Delayed Draw Term Loan (as defined in the Financing Agreement) by the Issuer. Pursuant to the terms of the Financing Agreement, the issuance of the May Warrants was a condition to the obligations of the lenders under the Financing Agreement making such Delayed Draw Term Loan. No separate consideration was paid by the holders thereof for such May Warrants, and no exercise of the May Warrants has occurred. Any separate exercise price under the Warrants, if applicable, would be paid using working capital funds. |
| Item 4. | Purpose of Transaction |
| | The disclosure in Item 4 is supplemented by adding the following:
The May Warrants were issued as consideration for, and as a condition to, the lenders under the Financing Agreement providing the Delayed Draw Term Loan (as defined in the Financing Agreement). |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The percentages of beneficial ownership reported in this Item 5, and on the cover page to this Amendment No.2, are based on (i) 118,963,696 shares of Common Stock (as defined below) outstanding as of May 19, 2026 as disclosed by the Issuer to the TCW Business Unit, plus (ii) 18,942,059 shares of Common Stock issuable upon exercise of the Warrants. The cover page to this Amendment No. 2 is incorporated by reference in its entirety into this Item 5(a, b).
The TCW Business Unit holds, and thus has shared voting and dispositive power over, 18,942,059 shares of Common Stock of the Issuer (which is equal to approximately 13.7% of the number of the Issuer's issued and outstanding shares of Common Stock, including shares of Common Stock issuable upon exercise of the Warrants) through ownership of the Warrants issued by the Issuer to TCW Rescue Financing and TCW Direct Lending. |
| (b) | [to be combined with Item 5(a) directly above] |
| (c) | Other than as set forth in Item 3 above and the acquisition of the December Warrants described in Amendment No. 1, the reporting person has not effected any transaction involving shares of Common Stock during the 60 days prior to the filing of this Schedule 13D. |
| (d) | No person other than the reporting person is known to have the right to receive or the power to direct receipt of dividends from, or the proceeds from the sale of, the Warrants. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The disclosure in Item 6 is supplemented by adding the following:
The responses in Items 3 of this Amendment No.2 are incorporated herein by reference in their entirety. |
| Item 7. | Material to be Filed as Exhibits. |
| | The disclosure in Item 7 is supplemented by adding the following:
Exhibit 13 - Common Stock Purchase Warrant, dated as of May 19, 2026, by and between TCW Rescue Financing and the Issuer (the TCW Rescue Financing May Premium Warrant).
Exhibit 14 - Common Stock Purchase Warrant, dated as of May 19, 2026, by and between TCW Direct Lending and the Issuer (the TCW Direct Lending May Premium Warrant).
Exhibit 15 - Common Stock Purchase Warrant, dated as of May 19, 2026, by and between TCW Rescue Financing and the Issuer (the TCW Rescue Financing May Super Premium Warrant).
Exhibit 16 - Common Stock Purchase Warrant, dated as of May 19, 2026, by and between TCW Direct Lending and the Issuer (the TCW Direct Lending May Super Premium Warrant).
Exhibit 17 - Common Stock Purchase Warrant, dated as of May 19, 2026, by and between TCW Rescue Financing and the Issuer (the TCW Rescue Financing May Penny Warrant).
Exhibit 18 - Common Stock Purchase Warrant, dated as of May 19, 2026, by and between TCW Direct Lending and the Issuer (the TCW Direct Lending May Penny Warrant). |
