Form SCHEDULE 13D/A ACCURAY INC Filed by: TCW GROUP INC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Accuray Inc (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
Andrew Bowden 515 S. Flower Street, Los Angeles, CA, 90071 213-244-0731 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/17/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
The TCW Group, Inc., on behalf of the TCW Business Unit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,467,952.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
Row 13. The calculation of the percentage of beneficial ownership is based on (i) 118,782,630 shares of Common Stock (as defined below) outstanding as of January 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2025, plus (ii) 15,467,952 shares of Common Stock issuable upon exercise of the Warrants (as defined below).
SCHEDULE 13D
|
| 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. 1 (this "Amendment") amends and supplements the statement on Schedule 13D (the "Schedule 13D") filed by The TCW Group, Inc. ("TCW") on behalf of itself and its direct and indirect subsidiaries, on June 17, 2025, 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 December 15, 2025, the Issuer issued (x) to TCW Rescue Financing and TCW Direct Lending, respectively, (x) Common Stock Purchase Warrants to purchase 1,034,592 shares and 77,469 shares, respectively, of Common Stock at an exercise price of $1.25 per share (the "December Premium Warrants"), (y) Common Stock Purchase Warrants to purchase 1,448,429 shares and 108,457 shares, respectively, of Common Stock at an exercise price of $1.50 per share (the "Super Premium Warrants"), in each case of the December Premium Warrants and Super Premium Warrants, exercisable on and after six months and one day after December 15, 2025 and expiring on December 15, 2032, and (z) Common Stock Purchase Warrants to purchase 827,673 shares and 61,975 shares, respectively, of Common Stock at an exercise price of $0.01 per share (the "December Penny Warrants"), exercisable on and after December 15, 2025 and expiring on December 15, 2032 (the December Premium Warrants, Super Premium Warrants and December Penny Warrants, collectively, the "December Warrants" and, together with the June Warrants, the "Warrants").The December Warrants were issued to the holders thereof in connection with amendments to the Financing Agreement entered into on December 12, 2025 and December 15, 2025. No separate consideration was paid by the holders thereof for such December Warrants, and no exercise of the December 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 purpose of the issuance of the December Warrants was to incentivize the holders thereof (or their affiliates) to agree to amendments under 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 , are based on (i) 118,782,630 shares of Common Stock (as defined below) outstanding as of January 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2025, plus (ii) 15,467,952 shares of Common Stock issuable upon exercise of the Warrants. The cover page to this Amendment 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, 15,467,952 shares of Common Stock of the Issuer (which is equal to approximately 11.5% 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, 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 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 7 - Common Stock Purchase Warrant, dated as of December 15, 2025, by and between TCW Rescue Financing and the Issuer (the TCW Rescue Financing December Premium Warrant).
Exhibit 8 - Common Stock Purchase Warrant, dated as of December 15, 2025, by and between TCW Direct Lending and the Issuer (the TCW Direct Lending December Premium Warrant).
Exhibit 9 - Common Stock Purchase Warrant, dated as of December 15, 2025, by and between TCW Rescue Financing and the Issuer (the TCW Rescue Financing Super Premium Warrant).
Exhibit 10 - Common Stock Purchase Warrant, dated as of December 15, 2025, by and between TCW Direct Lending and the Issuer (the TCW Direct Lending Super Premium Warrant).
Exhibit 11 - Common Stock Purchase Warrant, dated as of December 15, 2025, by and between TCW Rescue Financing and the Issuer (the TCW Rescue Financing December Penny Warrant).
Exhibit 12 - Common Stock Purchase Warrant, dated as of December 15, 2025, by and between TCW Direct Lending and the Issuer (the TCW Direct Lending December Penny Warrant). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS
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