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Form 8-K

sec.gov

8-K — ACCURAY INC

Accession: 0001437749-26-028532

Filed: 2026-08-19

Period: 2026-08-19

CIK: 0001138723

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — aray20260508_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_959548.htm)

EX-99.2 — EXHIBIT 99.2 (ex_1006644.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: aray20260508_8k.htm · Sequence: 1

aray20260508_8k.htm

false

0001138723

0001138723

2026-08-19

2026-08-19

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): August 19, 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 August 19, 2026, Accuray Incorporated (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended June 30, 2026. A copy of the Company’s press release dated August 19, 2026, titled “Accuray Reports Fourth Quarter and Fiscal 2026 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 August 19, 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

Press release dated August 19, 2026, titled “Accuray Reports Fourth Quarter and Fiscal 2026 Financial Results”

99.2

Accuray Fourth Quarter and Fiscal 2026 Earnings Call Presentation

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

August 19, 2026

By:

/s/ Ali Pervaiz

Ali Pervaiz

Senior Vice President & Chief Financial Officer

3

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_959548.htm · Sequence: 2

ex_959548.htm

Exhibit 99.1

Accuray Reports Fourth Quarter and Fiscal 2026 Financial Results

MADISON, Wisconsin, August 19, 2026 — Accuray Incorporated (NASDAQ: ARAY) today reported financial results for the fourth quarter and fiscal 2026, ended June 30, 2026.

Key Highlights

The Company’s transformation plan delivered more than $20 million of cost and margin improvement during fiscal 2026, significantly exceeding the Company's original target of $12 million.

The Company announced a comprehensive financing transaction with TCW Asset Management that strengthens liquidity, reduces leverage, provides relief for certain covenants through December 2027, and enhances financial flexibility to support long-term strategic objectives.

Service revenue increased 6% year-over-year in the fourth quarter and 4% for the full fiscal year, reflecting continued momentum and a stable foundation for profitable growth in the Company’s recurring revenue business.

The Company has been expanding its strategic partnership ecosystem through collaborations with leading organizations across imaging, software, engineering, adaptive therapy, research, and customer support; accelerating innovation while enabling Accuray to remain focused on its core competencies.

Strong customer engagement at ESTRO 2026 reinforced growing market interest in Accuray's differentiated technologies and supported a meaningful increase in qualified commercial opportunities.

“Fiscal 2026 was a transformational year for Accuray. Throughout the year, we strengthened our operational foundation, improved accountability and execution, expanded our ecosystem of strategic partnerships, advanced differentiated technology capabilities, and took important steps to enhance our financial position,” said Steve LaNeve, President and Chief Executive Officer. “Despite ongoing geopolitical uncertainty, tariff pressures, and market volatility, we remained focused on the factors within our control and successfully executed against the transformation initiatives we introduced earlier in the fiscal year. As a result, Accuray enters fiscal 2027 as a stronger company with greater financial flexibility, and a clear focus on driving sustainable revenue growth, margin expansion, and long-term shareholder value.”

Fiscal Fourth Quarter Results

Total net revenue was $100.9 million for the fourth quarter of fiscal 2026, or a decrease of 21 percent, as compared to $127.5 million in the prior fiscal year fourth quarter. Product revenue totaled $40.8 million, or a decrease of 42 percent, as compared to $70.7 million in the prior fiscal year fourth quarter, while service revenue totaled $60.1 million, or an increase of 6 percent, as compared to $56.8 million in the prior fiscal year fourth quarter.

Total gross profit in the fourth quarter of fiscal 2026 was $35.1 million, or 34.8 percent of net revenue, as compared to total gross profit of $39.0 million, or 30.6 percent of net revenue in the prior fiscal year fourth quarter.

Operating expenses were $29.6 million in the fourth quarter of fiscal 2026, or a decrease of 15 percent, as compared to $34.7 million in the prior fiscal year fourth quarter. Operating expenses in the fourth quarter of fiscal 2026 include $0.7 million of restructuring charges. Excluding restructuring charges, operating expenses would have decreased by $5.9 million or 17 percent, as compared to the prior fiscal year fourth quarter.

Net loss was $1.9 million, or $0.02 per share, in the fourth quarter of fiscal 2026, as compared to a net income of $1.1 million, or $0.01 per share, in the prior fiscal year fourth quarter. Adjusted EBITDA was $12.9 million in the fourth quarter of fiscal 2026 compared to $9.4 million in the prior fiscal year fourth quarter.

Gross product orders were $37.7 million in the fourth quarter of fiscal 2026 as compared to $84.7 million in the prior fiscal year fourth quarter. The book to bill ratio was 0.9 in the fourth quarter of fiscal 2026, as compared to 1.2 in the prior fiscal year fourth quarter. Order backlog as of June 30, 2026, was $312.5 million, approximately 27 percent lower than the end of the prior fiscal year fourth quarter.

Total cash, cash equivalents, and short-term restricted cash were $41.2 million as of June 30, 2026, an increase of $2.7 million from March 31, 2026.

Fiscal Year 2026 Highlights

Total net revenue was $401.9 million for fiscal 2026, or a decrease of 12 percent, as compared to $458.5 million in the prior fiscal year period. Product revenue totaled $172.7 million, or a decrease of 27 percent, as compared to $237.6 million in the prior fiscal year period. Service revenue totaled $229.2 million, or an increase of 4 percent, as compared to $220.9 million in the prior fiscal year period.

Total gross profit was $111.5 million for fiscal 2026, or 27.7 percent of net revenue, as compared to total gross profit of $147.0 million, or 32.1 percent of net revenue in the prior fiscal year period.

Operating expenses were $137.9 million for fiscal 2026, or a decrease of 1 percent, as compared to $139.1 million for the prior fiscal year period. Operating expenses in fiscal 2026 include $16.2 million of restructuring charges. Excluding restructuring charges, operating expenses would have decreased by $17.4 million or 13 percent, as compared to the prior fiscal year.

GAAP net loss was $49.2 million, or $0.40 per share, for the fiscal 2026, as compared to a net loss of $1.6 million, or $0.02 per share, in the prior fiscal year period. Adjusted EBITDA was $10.6 million for fiscal 2026, as compared to $28.3 million in the prior fiscal year period.

Gross product orders were $191.9 million for fiscal 2026 as compared to $288.0 million for the prior fiscal year period. The book to bill ratio was 1.1 in fiscal 2026, as compared to 1.2 in the prior fiscal year.

“Fiscal 2026 was a year of meaningful operational and structural change,” said Ali Pervaiz, Chief Financial Officer. “While product demand in certain regions remained impacted by geopolitical developments and tariff uncertainty, we continued to expand service revenue, improve operating efficiency, and execute our transformation initiatives ahead of expectations. We also announced a comprehensive transaction that enhances liquidity and reduces leverage as we enter the next phase of Accuray’s transformation.”

Fiscal Year 2027 Financial Guidance

As the Company enters fiscal 2027, management believes Accuray is operating from a position of greater strength than a year ago. The Company expects continued growth in service revenue, improved service margins driven by pricing optimization and operational efficiencies, ongoing operating expense discipline, and continued benefits from transformation initiatives. Strategic partnerships are also expected to play an increasingly important role in expanding capabilities while enabling the Company to remain focused on its core competencies.

Given ongoing uncertainty related to geopolitical developments, international trade policy, tariff impacts, conditions in China and the Middle East, and broader macroeconomic factors, the Company is not providing formal revenue or Adjusted EBITDA guidance for fiscal 2027 at this time. Management believes the actions taken during fiscal 2026 have strengthened the business and improved the Company’s ability to execute and create long-term value for shareholders.

Conference Call Information

Accuray will host a conference call beginning at 3:30 p.m. CT/4:30 p.m. ET today to discuss results for the fourth quarter of fiscal 2026 as well as recent corporate developments. Conference call dial-in information is as follows:

U.S. callers: (888) 999-5318

International callers: (848) 280-6460

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 (877) 344-7529 (USA), or (412) 317-0088 (International), Conference ID: 3326908. An archived webcast will also be available on Accuray’s website until Accuray announces its results for the first quarter of fiscal 2027.

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, changes to the fair value of warrant liability, and restructuring charges (“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 income (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 that 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 future results of operations and financial position, including expectations regarding:  the company’s recently announced financing transaction; the company’s strategic partnerships and collaborations and ability to realize the expected benefits of those relationships; the ability to drive sustainable revenue growth, margin expansion, and long-term shareholder value; the effects of the global macroeconomic conditions on the company’s financial results and business as well as the business of the company’s customers and suppliers; the sufficiency of the company’s cash, cash equivalents and investments to meet the company’s anticipated cash needs for working capital and capital expenditures and the company’s business strategy, plans and objectives; the expected benefits from the transformation plan, including expected improvement in annualized operating profit and cost and margin improvements; the ability to achieve the objectives of the transformation plan; service revenue and service margin improvements; 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 improve sales and drive margin expansion; opportunities to accelerate top-line growth and expand profitability;  the company’s ability to navigate supply chain, logistics, macroeconomic, and foreign exchange challenges;  expectations related to the markets and regions in which the company operates; new product introductions and innovations;  installed base growth; clinical outcomes; and the company’s ability to improve execution, drive sustainable, profitable growth, while creating long-term value for patients, providers and shareholders. Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “may,” “will be,” “will continue,” “will likely result,” and similar expressions. 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, risks related to the effect of the global macroeconomic environment on the operations of the company and those of its customers and suppliers; effects related to international tariffs; 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 company’s ability to realize the expected benefits of the China joint venture and other strategic partnerships; risks inherent in international operations; geopolitical uncertainty, including armed conflict or political instability in the Middle East or other regions in which the company or its customers operate, and the effect of such conditions on the timing of system installations, customer site readiness, service revenue recognition, and the ability to complete transactions in affected markets; 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 May 6, 2026, 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 place undue reliance on any forward-looking statements.

Aman Patel, CFA

Steve Monroe

Investor Relations, ICR-Westwicke

Vice President, Financial Planning & Analysis - Accuray

investor.relations@accuray.com

investor.relations@accuray.com

###

Financial Tables to Follow

Accuray Incorporated

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)

Three Months Ended June 30,

Twelve Months Ended June 30,

2026

2025

2026

2025

Net revenue:

Products

$

40,832

$

70,702

$

172,712

$

237,580

Services

60,087

56,841

229,235

220,925

Total net revenue

100,919

127,543

401,947

458,505

Cost of revenue:

Cost of products

27,895

51,254

132,297

162,569

Cost of services

37,947

37,310

158,196

148,969

Total cost of revenue

65,842

88,564

290,493

311,538

Gross profit

35,077

38,979

111,454

146,967

Operating expenses:

Research and development

7,707

11,470

37,753

47,942

Selling and marketing

9,587

11,409

38,573

43,315

General and administrative

11,512

11,866

45,398

47,871

Restructuring

747

16,172

Total operating expenses

29,553

34,745

137,896

139,128

Income (loss) from operations

5,524

4,234

(26,442

)

7,839

(Loss) income from equity method investment

(194

)

885

1,124

4,714

Interest expense

(8,698

)

(4,226

)

(32,905

)

(12,954

)

Gain on extinguishment of debt

1,475

1,475

IEEPA refund financing costs

(2,405

)

(2,405

)

Gain (loss) from change in fair value of warrant liability

1,171

(499

)

8,369

(499

)

Other income, net

3,095

202

5,011

559

Income (loss) before provision for income taxes

(1,507

)

2,071

(47,248

)

1,134

Provision for income taxes

434

948

1,946

2,725

Net income (loss)

$

(1,941

)

$

1,123

$

(49,194

)

$

(1,591

)

Net income (loss) per share - basic

$

(0.02

)

$

0.01

$

(0.40

)

$

(0.02

)

Net income (loss) per share - diluted

$

(0.02

)

$

0.01

$

(0.40

)

$

(0.02

)

Weighted average common shares used in computing income (loss) per share:

Basic

126,390

106,702

122,635

102,768

Diluted

126,390

108,891

122,635

102,768

Accuray Incorporated

Condensed Consolidated Balance Sheets

(in thousands)

(Unaudited)

June 30,

June 30,

2026

2025

Assets

Current assets:

Cash and cash equivalents

$

40,623

$

57,416

Restricted cash

611

574

Accounts receivable, net

67,409

83,192

Inventories, net

147,075

141,020

Prepaid expenses and other current assets

31,783

33,501

Deferred cost of revenue

276

1,762

Total current assets

287,777

317,465

Noncurrent assets:

Property and equipment, net

27,316

28,658

Investment in joint venture

5,024

4,612

Operating lease right-of-use assets

27,512

33,115

Goodwill

57,911

57,802

Restricted cash

7,533

4,144

Other assets

30,603

24,443

Total assets

$

443,676

$

470,239

Liabilities and stockholders' equity

Current liabilities:

Accounts payable

$

40,554

$

34,033

Accrued compensation

15,666

14,573

Operating lease liabilities, current

8,236

7,375

Other accrued liabilities

32,235

29,361

Customer advances

10,401

12,197

Deferred revenue, current

82,813

82,306

Short-term debt, net

1,500

12,734

Total current liabilities

191,405

192,579

Operating lease liabilities, non-current

27,768

32,482

Long-term other liabilities

5,477

5,160

Warrant liability

2,427

8,497

Deferred revenue, non-current

28,530

26,566

Long-term debt, net

146,370

123,786

Total liabilities

401,977

389,070

Stockholders' Equity:

Common stock

119

113

Additional paid-in capital

613,559

602,165

Accumulated other comprehensive loss

(3,513

)

(1,837

)

Accumulated deficit

(568,466

)

(519,272

)

Total stockholders’ equity

41,699

81,169

Total liabilities and stockholders’ equity

$

443,676

$

470,239

Accuray Incorporated

Summary of Orders and Backlog

(in thousands)

(Unaudited)

Three Months Ended June 30,

Twelve Months Ended June 30,

2026

2025

2026

2025

Gross orders

$

37,741

$

84,741

$

191,898

$

288,035

Net orders

(2,927

)

45,282

58,217

177,233

Order backlog

312,549

426,972

312,549

426,972

Book to bill ratio (a)

0.9

1.2

1.1

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 Earnings Before Interest, Taxes, Depreciation,

Amortization, Stock-Based Compensation and Other (Adjusted EBITDA)

(in thousands)

Three Months Ended June 30,

Twelve Months Ended June 30,

2026

2025

2026

2025

GAAP net income (loss)

$

(1,941

)

$

1,123

$

(49,194

)

$

(1,591

)

Depreciation and amortization (a)

2,025

1,598

7,942

$

6,150

Stock-based compensation

1,680

2,818

6,455

10,201

Interest expense, net (b)

8,578

3,937

32,086

11,762

Gain on extinguishment of debt

(1,475

)

(1,475

)

Provision for income taxes

434

948

1,946

2,725

(Gain) loss from change in fair value of warrant liability

(1,171

)

499

(8,369

)

499

IEEPA refund financing Costs

2,405

2,405

Restructuring charges

747

16,172

Post financing cost

121

1,152

Adjusted EBITDA

$

12,878

$

9,448

$

10,595

$

28,271

(a) Consists of depreciation, primarily on property and equipment, as well as amortization of capitalized software and intangibles.

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

EX-99.2 — EXHIBIT 99.2

EX-99.2

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v3.26.1

Document And Entity Information

Aug. 19, 2026

Document Information [Line Items]

Entity, Registrant Name

ACCURAY INCORPORATED

Document, Type

8-K

Document, Period End Date

Aug. 19, 2026

Entity, Incorporation, State or Country Code

DE

Entity, File Number

001-33301

Entity, Tax Identification Number

20-8370041

Entity, Address, Address Line One

1240 Deming Way

Entity, Address, City or Town

Madison

Entity, Address, State or Province

WI

Entity, Address, Postal Zip Code

53717-1954

City Area Code

608

Local Phone Number

824-2800

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock

Trading Symbol

ARAY

Security Exchange Name

NASDAQ

Entity, Emerging Growth Company

false

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false

Entity, Central Index Key

0001138723

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