What the changes say
- A $55.0 million preferred-stock financing could convert $40.0 million of debt and materially change ownership.
- Nasdaq warned that ARAY’s bid price stayed below $1.00 for 30 consecutive business days, creating delisting risk.
- Debt increased to $182.0 million under the term loan, plus $5.0 million revolving and $18.3 million delayed-draw borrowings.
- New risks emphasize financing-related dilution, TCW control, and operational disruption from natural disasters and pandemics.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Results of Operations
natural disasters, such as earthquakes and fires, and global or regional health pandemics or epidemics that may have a disproportionate effect in certain geographies resulting in decreased demand or decreased ability of our employees or employees of our customers and partners to work and travel
Earthquakes, fires, pandemics, and epidemics could reduce demand or prevent Accuray, customers, partners, and employees from working or traveling.
- NewRisks Related to Our Common Stock
If we do not regain compliance with or continue to satisfy Nasdaq’s continued listing standards and other Nasdaq rules, our common stock could be delisted, which would harm our business, the trading price of our common stock, our ability to raise additional capital and the liquidity of the market for our common stock
Failure to restore Nasdaq’s $1.00 minimum bid price or meet other listing rules could delist Accuray’s stock and restrict capital access.
- NewRisks Related to our Financing Transaction
There can be no assurance that the Financing Transaction will be successfully consummated or achieve the anticipated results
The $55.0 million preferred-stock financing, including $15.0 million cash and $40.0 million debt conversion, may not close or deliver expected benefits.
- NewRisks Related to our Financing Transaction
If the Financing Transaction is consummated, our stockholders will experience substantial dilution as a result of any conversion of the Series A Convertible Preferred Stock or the exercise of the July 2026 Warrants
Conversion of preferred stock and exercise of July 2026 Warrants could substantially dilute existing stockholders; up to 110 million conversion shares are currently reserved.
- NewRisks Related to our Financing Transaction
TCW Asset Management Company LLC and its affiliates will have significant influence over us following the conversion of the Series A Convertible Preferred Stock and the exercise of the July 2026 Warrants, if any, and their interests may conflict with those of our other stockholders in the future
TCW and affiliates could gain greater voting control after preferred-stock conversion and warrant exercises, potentially conflicting with other stockholders’ interests.
Dropped
- DroppedRisks Related to Our Business and Results of Operations
contractual provisions governed by foreign laws; and
- DroppedRisks Related to Our Business and Results of Operations
Our inability to overcome these obstacles could harm our business, financial condition and operating results. Even if we are successful in managing these obstacles, our partners internationally are subject to these same risks and may not be able to manage these obstacles effectively
- DroppedRisks Related to Our Business and Results of Operations
developments. As a result, we may be subject to significant consequences, including penalties and fines, for any failure to comply with such laws, regulations and directives
- DroppedRisks Related to Our Business and Results of Operations
We rely on third parties to perform shipping and logistics functions on our behalf. Failures or disruptions at our logistics providers have occurred and could occur in the future, which could adversely impact our business
- DroppedRisks Related to Our Business and Results of Operations
management’s considerations of the Company’s disclosure controls and procedures, internal control over financial reporting, and the material weaknesses identified, refer to Controls and Procedures in Part I, Item 4
- DroppedRisks Related to the Regulation of our Products and Business
modifications or that we will be successful in obtaining premarket approvals or 510(k) clearances for modifications in a timely fashion, if at all
- DroppedRisks Related to the Regulation of our Products and Business
medical device regulation similar to the EU MDR, which will require additional registrations for economic operators and products within Switzerland for our devices
- DroppedRisks Related to Our Common Stock
announcement of strategic transactions or capital raising activities; and
- DroppedRisks Related to Our Common Stock
The conditional conversion features of the 2026 Notes, if triggered, may adversely affect our financial condition and operating results
Reworded
- 86% rewrittenRisks Related to Our Business and Results of Operations
The safety and efficacy of our products for certain uses is not yet supported by long‑term clinical data, and our products may therefore prove to be less safe and effective than initially thought
The heading now broadly emphasizes safety and efficacy for certain uses; the body is substantially unchanged, except it no longer says TomoTherapy has been on the market “only” since 2003.
- 66% rewrittenRisks Related to Our Business and Results of Operations
We may attempt to acquire new businesses, products or technologies, including forming joint ventures, and if we are unable to successfully complete these acquisitions or to integrate acquired businesses, products, technologies or employees, we may fail to realize expected benefits or harm our existing business
The heading now expressly adds integration of acquired businesses, products, technologies, or employees; the supporting discussion is unchanged.
- 54% rewrittenRisks Related to Our Business and Results of Operations
increasing our vulnerability to downturns in our business, our industry or the economy in general
The warrant names now identify the June 2025 issuance, while the warrant quantities, exercise prices, and periods remain unchanged in the provided text.
- 52% rewrittenRisks Related to Our Business and Results of Operations
Any actual or perceived failure by us to comply with legal or regulatory requirements related to privacy, cybersecurity and data protection in one or multiple jurisdictions could result in proceedings, actions or penalties against us
The privacy, cybersecurity, and data-protection discussion is substantively unchanged from the prior year.
- 50% rewrittenRisks Related to Our Business and Results of Operations
If we are unable to maintain or increase our gross margins on product sales and service, our results of operations could be adversely impacted, we may not achieve profitability and our stock price could decline
Borrowings increased from $150 million under the term loan to $182.0 million, with $5.0 million revolving, $18.3 million delayed-draw, and $10.3 million accumulated paid-in-kind interest disclosed.
- 47% rewrittenRisks Related to Our Common Stock
establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings
The heading now emphasizes advance-notice requirements for director nominations and stockholder proposals; the supporting Section 203 discussion is unchanged.
- 42% rewrittenRisks Related to Our Business and Results of Operations
We may not be able to fully utilize certain tax loss carryforwards
Federal and state net operating losses increased to $276.9 million and $124.5 million; $1.7 million of research credits expired in fiscal 2026.
- 41% rewrittenRisks Related to Our Common Stock
The exercise of outstanding warrants for our common stock would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders
The disclosure now lists additional December 2025 and delayed-draw facility warrant tranches, beyond the June 2025 Premium and Penny Warrants.
- 40% rewrittenRisks Related to the Regulation of our Products and Business
If we or our distributors do not obtain and maintain the necessary regulatory approvals in a specific country, we will not be able to market and sell our products in that country
- 38% rewrittenRisks Related to Our Business and Results of Operations
The high unit price of the CyberKnife and TomoTherapy platforms, as well as other factors, may contribute to substantial fluctuations in our operating results, which could adversely affect our stock price
- 30% rewrittenRisks Related to Our Common Stock
The price of our common stock is volatile and may continue to fluctuate significantly, which could lead to losses for stockholders
- 25% rewrittenRisks Related to Our Business and Results of Operations
We depend on key employees, the loss of whom would adversely affect our business. If we fail to attract and retain employees with the expertise required for our business, we may be unable to continue to grow our business
- 25% rewrittenRisks Related to Our Business and Results of Operations
We derive most of our revenue from our international operations, and we plan to continue expanding our business in international markets in the future. In addition, we have employees engaged in R&D, manufacturing, administration, support and sales and marketing activities
Was: We derive most of our revenue from our international operations, and we plan to continue expanding our business in international markets in the future. In addition, we have employees engaged in R&D, manufacturing, administration, manufacturing, support and sales and marketing activities
- 21% rewrittenRisks Related to Our Business and Results of Operations
We have entered into certain relationships with collaborators, partnerships, strategic alliances, joint venture partners and other third parties, which are outside of our full control and may harm our existing business if we fail to realize the expected benefits of such relationships
- 20% rewrittenRisks Related to Our Business and Results of Operations
Our ability to raise capital or obtain financing in the future may be limited, and our failure to raise capital when needed could prevent us from executing our growth strategy
All 51 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Results of Operations
- 01If the CyberKnife or TomoTherapy platforms do not achieve widespread market acceptance, we will not be able to generate the revenue necessary to support our business
- 02development of new products and technologies by our competitors or new treatment alternatives
- 03Our ability to achieve profitability depends in part on maintaining or increasing our gross margins on product sales and services, which we may not be able to achieve
- 04If we are unable to maintain or increase our gross margins on product sales and service, our results of operations could be adversely impacted, we may not achieve profitability and our stock price could decline50% rewritten
- 05increasing our vulnerability to downturns in our business, our industry or the economy in general54% rewritten
- 06Our operating results, including our cash flows, quarterly orders, revenues and margins fluctuate from quarter to quarter and may be unpredictable
- 07the proportion of revenue attributable to orders placed by our distributors, which may be more difficult to forecast due to factors outside our control
- 08changes in accounting principles, such as those related to revenue recognition, or in the interpretation or the application thereof; and
- 09We derive most of our revenue from our international operations, and we plan to continue expanding our business in international markets in the future. In addition, we have employees engaged in R&D, manufacturing, administration, support and sales and marketing activities25% rewritten
- 10natural disasters, such as earthquakes and fires, and global or regional health pandemics or epidemics that may have a disproportionate effect in certain geographies resulting in decreased demand or decreased ability of our employees or employees of our customers and partners to work and travelNew
- 11Our results have been and may continue to be impacted by changes in foreign currency exchange rates
- 12If we encounter manufacturing problems, or if our manufacturing facilities do not continue to meet federal, state or foreign manufacturing standards, we may be required to temporarily cease all or part of our manufacturing operations, which would result in delays and lost revenue
- 13If we are unable to develop new products or enhance existing products to meet our customers’ needs and compete favorably in the market, we may be unable to attract or retain customers
- 14Even if customers accept new products or product enhancements, the revenues from these products may not be sufficient to offset the significant costs associated with making them available to customers
- 15If we do not effectively manage our growth, our business may be significantly harmed
- 16We could become subject to product liability claims, product recalls, other field actions and warranty claims that could be expensive, divert management’s attention and harm our business
- 17Our reliance on single‑source suppliers for critical components of the CyberKnife and TomoTherapy platforms could harm our ability to meet demand for our products in a timely and cost effective manner
- 18We depend on key employees, the loss of whom would adversely affect our business. If we fail to attract and retain employees with the expertise required for our business, we may be unable to continue to grow our business25% rewritten
- 19Disruption of critical information technology systems, infrastructure and data or cyberattacks or other security breaches or incidents could harm our business and financial condition
- 20Any actual or perceived failure by us to comply with legal or regulatory requirements related to privacy, cybersecurity and data protection in one or multiple jurisdictions could result in proceedings, actions or penalties against us52% rewritten
- 21Continued consolidation in the healthcare industry could have an adverse effect on our business, financial condition, or results of operations
- 22If third‑party payors do not provide sufficient coverage and reimbursement to healthcare providers for use of the CyberKnife and TomoTherapy platforms or if the number of patients covered by health insurance reduces, demand for our products and our revenue could be adversely affected
- 23The safety and efficacy of our products for certain uses is not yet supported by long‑term clinical data, and our products may therefore prove to be less safe and effective than initially thought86% rewritten
- 24We may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers
- 25It is difficult and costly to protect our intellectual property and our proprietary technologies and we may not be able to ensure their protection
- 26Unfavorable results of legal proceedings could materially and adversely affect our financial condition
- 27Because the majority of our product revenue is derived from sales of the CyberKnife and TomoTherapy platforms, which have a long and variable sales and installation cycle, our revenues and cash flows may be volatile and difficult to predict
- 28We depend on third‑party distributors to market and distribute our products in international markets. If our distributors fail to successfully market and distribute our products, our business will be materially harmed
- 29The high unit price of the CyberKnife and TomoTherapy platforms, as well as other factors, may contribute to substantial fluctuations in our operating results, which could adversely affect our stock price38% rewritten
- 30As a strategy to assist our sales efforts, we may offer extended payment terms, which may potentially result in higher days sales outstanding, reduced cash flows in a particular period and greater payment defaults
- 31We have entered into certain relationships with collaborators, partnerships, strategic alliances, joint venture partners and other third parties, which are outside of our full control and may harm our existing business if we fail to realize the expected benefits of such relationships21% rewritten
- 32We may attempt to acquire new businesses, products or technologies, including forming joint ventures, and if we are unable to successfully complete these acquisitions or to integrate acquired businesses, products, technologies or employees, we may fail to realize expected benefits or harm our existing business66% rewritten
- 33Our ability to raise capital or obtain financing in the future may be limited, and our failure to raise capital when needed could prevent us from executing our growth strategy20% rewritten
- 34We may not be able to fully utilize certain tax loss carryforwards42% rewritten
- 35We are subject to the tax laws of various foreign jurisdictions, as well as within the United States, which are subject to unanticipated changes and interpretation and could harm our future results
Risks Related to the Regulation of our Products and Business
- 36We are subject to federal, state and foreign laws and regulations applicable to our operations, the violation of which could result in substantial penalties and harm our business
- 37If we or our distributors do not obtain and maintain the necessary regulatory approvals in a specific country, we will not be able to market and sell our products in that country40% rewritten
- 38Healthcare reform legislation could adversely affect demand for our products, our revenue and our financial condition
Risks Related to Our Common Stock
- 39The price of our common stock is volatile and may continue to fluctuate significantly, which could lead to losses for stockholders30% rewritten
- 40If we do not regain compliance with or continue to satisfy Nasdaq’s continued listing standards and other Nasdaq rules, our common stock could be delisted, which would harm our business, the trading price of our common stock, our ability to raise additional capital and the liquidity of the market for our common stockNew
- 41Future issuances of shares of our common stock could dilute the ownership interests of our stockholders
- 42The exercise of outstanding warrants for our common stock would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders41% rewritten
- 43Provisions in the Financing Agreement for our Credit Facilities, our certificate of incorporation and our bylaws could discourage or prevent a takeover, even if an acquisition would be beneficial in the opinion of our stockholders
- 44establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings47% rewritten
Risks Related to our Financing Transaction
- 45There can be no assurance that the Financing Transaction will be successfully consummated or achieve the anticipated resultsNew
- 46If the Financing Transaction is consummated, our stockholders will experience substantial dilution as a result of any conversion of the Series A Convertible Preferred Stock or the exercise of the July 2026 WarrantsNew
- 47TCW Asset Management Company LLC and its affiliates will have significant influence over us following the conversion of the Series A Convertible Preferred Stock and the exercise of the July 2026 Warrants, if any, and their interests may conflict with those of our other stockholders in the futureNew
General Risks
- 48Our liquidity could be adversely impacted by adverse conditions in the financial markets
- 49Our operations are vulnerable to interruption or loss because of climate change, natural disasters, global or regional health pandemics or epidemics, terrorist acts and other events beyond our control, which has impacted and could in the future adversely affect our business
- 50Changes in interpretation or application of generally accepted accounting principles may adversely affect our operating results
- 51We have not paid dividends in the past and do not expect to pay dividends in the foreseeable future
Other Accuray 10-Ks
- FY2025 10-K risk factors55 risks6 new9 dropped18 reworded
Accuray faces heavy debt and covenant compliance issues tied to its credit facilities and convertible notes.
Filed Aug 28, 2025 - FY2024 10-K risk factors58 risks
Accuray relies heavily on sales of the CyberKnife and TomoTherapy platforms, which face market acceptance hurdles. The company carries significant debt, including $100.0 million in convertible notes and credit facilities. International operations and single-source component suppliers expose the business to supply chain disruptions.
Filed Sep 19, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.