You should read the following discussion of our consolidated financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in this report. The following discussion contains forward‑looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward‑looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report on Form 10‑K, particularly in “Risk Factors.” See “Special Note Regarding Forward‑Looking Statements” for more information. This section generally discusses the results of our operations for the year ended June 30, 2026, compared to the year ended June 30, 2025. For a discussion of the year ended June 30, 2025 compared to the year ended June 30, 2024, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended June 30, 2025 as filed with the SEC on August 28, 2025, as amended by the Company’s Annual Report on Form 10-K/A filed with the SEC on February 17, 2026. Overview Company We are a radiation therapy company that develops, manufactures, sells and supports treatment delivery, planning, imaging and data management solutions designed to help clinical teams deliver precise radiation treatments across a broad range of clinical cases. Our portfolio includes the CyberKnife robotic platform and a differentiated helical portfolio that includes the Accuray Stellar, Radixact, Accuray Helix and Tomo C Systems, where available. We believe these solutions provide clinicians with advanced capabilities to support accuracy, flexibility, motion management, image guidance, adaptive workflows and personalized treatment delivery. Our solutions are designed to support clinical teams during individual treatments, across the treatment workflow and throughout the patient treatment journey, from curative to palliative care. Across our robotic and helical platforms, our solutions include: ● Radiation therapy systems with software-enabled motion management capabilities designed to support real-time adaptation of treatment delivery for targets that move during treatment. ● Treatment planning software that enables clinicians to use the differentiated capabilities of Accuray systems to create high-quality treatment plans and support precise, efficient treatment delivery across a broad range of clinical cases. ● ClearRT helical kVCT imaging technology, available on selected systems and configurations, designed to produce high-quality CT images efficiently, with imaging length capabilities of up to 135 cm on selected configurations, supporting broad anatomical visualization and adaptive treatment workflows. ● Automated tools designed to help clinicians identify anatomical changes during a course of treatment, evaluate whether re-planning may be clinically beneficial and adapt radiation dose to support treatment plan objectives. ● Software tools designed to support efficient retreatment planning by helping clinicians evaluate prior dose information, generate new treatment plans and assess cumulative dose for patients who have previously received radiation therapy. ● System architecture that accommodates third-party surface guidance interfaces to support patient positioning, monitor positioning accuracy during treatment and enable deep inspiration breath hold (“DIBH”) workflows for selected cancer treatments. Our CyberKnife platform and helical portfolio, including Accuray Stellar, Radixact, Accuray Helix and Tomo C Systems, where available, are designed to support advanced radiation treatments such as SRS, SBRT, IMRT, IGRT and adaptive radiation therapy. These platforms are designed to support precise treatment delivery while helping clinicians manage dose to healthy tissue and organs at risk. The CyberKnife platform is also used by neurosurgeons for radiosurgery treatments involving brain and spine tumors, as well as selected neurologic and endocrine disorders, where clinically appropriate. We also provide related services, including customer support, installation, training and other professional services. 53 Table of Contents Current Economic Conditions We are subject to risks and uncertainties caused, directly or indirectly, by events with significant geopolitical and macroeconomic impacts, including, but not limited to, inflation; actions taken to counter inflation, including high interest rates; foreign currency exchange rate fluctuations; uncertainty and volatility in the banking and financial services sector; tightening credit markets; the conflicts in Iran, the Middle East and Southwest Asia, including the impact on global supply chains and oil prices, as well as other geopolitical concerns, such as the Russia-Ukraine conflict, and tension between China and the U.S., including with respect to Taiwan; uncertainty caused by the China anti-corruption campaign and timing of the China stimulus program; changes in government administration policy positions; new tariffs on global imports and uncertainties regarding impact, retaliations and further escalation, including against other countries; and other factors that may emerge. We are also continuing to navigate supply chain and inflation challenges, both of which continue to be a significant headwind that affects the Company’s results of operations. We expect that the business of our customers and our own business will continue to be adversely impacted, directly or indirectly, by these macroeconomic and geopolitical issues. For example, we had product shipments planned in the second half of fiscal year 2026 to certain customers in the Middle East, North Africa and Pakistan that have been delayed indefinitely due to geopolitical disruption in the Middle East and continued pressure in China, which is also impacting our service revenue in those regions. In addition, ongoing supply chain challenges and logistics costs, including difficulties in obtaining a sufficient supply of component materials and increased component costs, have adversely affected our gross margins and net income (loss), and we currently expect that gross margins and net income (loss) will continue to be adversely affected by increased material costs and freight and logistics expenses through at least fiscal year 2027, and potentially longer. In addition, we expect inflation and the ongoing supply chain challenges and logistics costs to impact our cash from operations through at least fiscal year 2027. In addition, reduced budgets and lower capital deployment priority for radiotherapy equipment, along with longer customer installation timelines, in the United States have negatively impacted our net revenue since fiscal year 2024 and we expect this will continue to affect us. The extent of the ongoing impact of these macroeconomic events on our business, our markets and on global economic activity, however, is uncertain and the related financial impact cannot be reasonably estimated with any certainty at this time. As a global company, approximately 70% of our raw materials and product components are sourced within the U.S. and finished products are assembled and manufactured within the U.S. with over 80% exported throughout the world. There remains significant tariff uncertainty, including related to existing tariffs associated with U.S.-China trade, which we expect will continue to have incremental costs to the Company. If existing tariffs increase, we would expect minimal shipments to China despite customer demand. We continue to work to implement mitigations to the tariff policy impacts, however, we cannot predict the full impact or timing of such efforts and expect that sales to China will be adversely impacted, and our financial results have been adversely impacted in the past and may continue to be adversely impacted in the future. The risks related to our business, including further discussion of the impact and possible future impacts of current economic conditions on our business, are further described in the section titled “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K. Sale of Our Products Generating revenue from the sale of our platforms is a lengthy process. Selling our platforms, from first contact with a potential customer to a signed sales contract that meets our backlog criteria (as discussed below) varies significantly and generally spans between 6 months and 30 months. The length of time between receipt of a signed contract and revenue recognition is generally governed by the time required by the customer to build, renovate or prepare the treatment room for installation of the platform. We report our customer revenues in five geographic regions: the Americas, EIMEA, Japan, China, and Asia Pacific. The Americas region includes the United States, Canada and Latin America. The EIMEA region includes Europe, India, the Middle East and Africa. The Asia Pacific region consists of Asia (excluding Japan and China), Australia and New Zealand. In the United States, we primarily market directly to customers, including hospitals and stand-alone treatment facilities, through our sales organization we also market to customers through sales agents and group purchasing organizations. Outside the United States, we market to customers directly and through use of distributors and sales agents. In addition to our offices in the United States, we have international offices in Morges, Switzerland; Hong Kong, China; Shanghai, China and Tokyo, Japan and direct sales staff in most countries in Western Europe, Japan, Korea, India and Canada. In addition, we have distributors in Europe, Russia, the Middle East, Africa, the Asia Pacific region, and Latin America. Transformation Plan and Restructuring In fiscal year 2026, the Company announced a comprehensive strategic, operational, and organizational, transformation plan (the “Transformation Plan”). The Transformation Plan initiatives are designed to increase operating margins, enhance organizational responsiveness and agility, and position the Company for sustainable, profitable growth. In connection with the Transformation Plan, in December 2025, the Company announced its Transformation Plan, which is designed to realign its organization to produce sharper accountability, tighter cost control, and faster execution. The actions taken by the Company are intended to right-size the Company’s cost structure, outsource selected non-core activities while building internal global centers of excellence, reallocate engineering resources, and better position the commercial organization to drive sales growth and enhance competitiveness. The organizational realignment element of the plan focuses on four major areas: streamlining the Company’s commercial structure, centralizing and globalizing core functions, elevating the global heads of service and product development to report directly to the CEO, and optimizing the Company’s workforce and footprint. In parallel, the Company is also outsourcing selected non-core activities, rationalizing facilities, implementing programs to improve direct and indirect spend efficiency, and reallocating engineering resources to focus on high ROI programs and integration of third party solutions. The actions also included a restructuring of the Company’s workforce (the “FY26 Restructuring Plan”) that resulted in the elimination of approximately 3% of the global workforce during the three months ended September 30, 2025, and the elimination of approximately 15% of the global workforce during three months ended December 31, 2025. Certain employees notified during the three months ended December 31, 2025, have various termination dates during the quarterly periods ended March 31, 2026, and June 30, 2026. Restructuring charges also include third-party implementation and other costs that were directly tied to the execution of the FY26 Restructuring Plan, as well as asset impairments for certain capitalized assets as a result of the FY26 Restructuring Plan. Total restructuring charges during fiscal year 2026 were $16.2 million. The FY26 Restructuring Plan was substantially completed by June 30, 2026. 54 Table of Contents Financing Transaction On July 29, 2026, the Company entered into the Securities Purchase Agreement with certain existing investors pursuant to which the investors agreed to purchase an aggregate of 55,000 shares of Series A Convertible Preferred Stock for an aggregate purchase price of $55.0 million. The purchase price is payable as (i) $15.0 million in cash (the “Cash Investment”), paid on the signing date of the Securities Purchase Agreement, and (ii) the conversion of $40.0 million of existing indebtedness held by such investors under the Financing Agreement, with such indebtedness to be cancelled and extinguished in exchange for shares of Series A Convertible Preferred Stock at the closing of the Securities Purchase Agreement. The issuance of the Series A Convertible Preferred Stock is subject to certain closing conditions, including stockholder approval and the implementation of a reverse stock split of the Company’s common stock, at a ratio ranging from any whole number between 1-for-15 and 1-for-40 (the “Reverse Stock Split”), or such other ratio as may be approved by the Board, including at least one Preferred Director (as defined below). Upon closing of the Securities Purchase Agreement, certain outstanding Warrants held by the investors party to the Securities Purchase Agreement to purchase approximately 27.6 million shares of common stock will be cancelled. In connection with entering into the Securities Purchase Agreement and Amendment No. 3 to the Financing Agreement described below, the Company issued to the investors under the Securities Purchase Agreement warrants to purchase up to an aggregate of approximately 15.3 million shares of common stock, at purchase price of $0.01 per share of common stock. Such warrants are exercisable for a period of 7 years after the date of issuance. Concurrently with entering into the Securities Purchase Agreement, the Company entered into Amendment No. 3 to the Financing Agreement (“Amendment No. 3”). Amendment No. 3 amended the Financing Agreement to, among other things, (i) provide a covenant holiday with respect to certain financial covenants through December 31, 2027, (ii) modify the terms of the minimum liquidity requirement, (iii) increase certain fees applicable to prepayments, (iv) provide that if the Securities Purchase Agreement is terminated, the Cash Investment is deemed to be a secured obligation under the Financing Agreement and subject to repayment, together with a $15.0 million fee, upon repayment or satisfaction of the obligations (or earlier acceleration thereof), (v) provide for an additional $5.0 million delayed draw term loan commitment, subject to specified conditions, and (vi) converts the revolving credit facility into an asset-based lending facility. Further information regarding the Financing Transactions is set forth in Note 16. Subsequent Events. Joint Venture In January 2019, our wholly-owned subsidiary, Accuray Asia Limited (“Accuray Asia”), entered into an agreement with CNNC High Energy Equipment (Tianjin) Co., Ltd. (the “CIRC Subsidiary”), a wholly-owned subsidiary of China Isotope & Radiation Corporation, to form a joint venture, CNNC Accuray (Tianjin) Medical Technology Co. Ltd. (the “JV”), to manufacture and sell radiation oncology systems in China. The JV aims to be uniquely positioned to serve China, which we believe is the world’s largest growth market for radiation oncology systems. China represents a significantly underserved market for linacs based on the country’s population and cancer incidence rates on both an absolute and relative country basis. Accuray Asia has a 49% ownership interest in the JV, and the CIRC Subsidiary has a 51% ownership interest in the JV. The JV sells our products in China, much like a distributor and also manufactures and sells a locally branded “Made in China” radiotherapy device, the Tomo C radiation therapy system, in the Class B license category. We believe this strategy will allow us to best maximize both near and longer-term opportunities in China. In September 2023, we received approval for our Class B device from the National Medical Products Administration (“NMPA”) and our Accuray Precision Treatment Planning System for the Class B device was approved by the NMPA in June 2024. The JV also distributes other Accuray treatment delivery systems like the Radixact and CyberKnife treatment delivery systems, including the Radixact SynC and CyberKnife S7 Systems, which received NMPA approval in January 2025. There remains significant tariff uncertainty, including related to existing tariffs associated with U.S.-China trade, which we expect will continue to have incremental costs to the Company. We are working to implement mitigations to the tariff policy impacts, however, we cannot predict the full impact or timing of such efforts and expect that sales to China will be adversely impacted, and our financial results may be adversely impacted through fiscal year 2027. Backlog In order for the product portion of a system sales agreement to be included in backlog, it must meet the following criteria: • The contract is properly executed by both the customer and us. A customer purchase order that incorporates the terms of our contract quote will be considered equivalent to a signed and executed contract. The contract has either cleared all its contingencies or contained no contingencies when signed; • We have received a minimum deposit or a letter of credit; or the sale is to a customer where a deposit is deemed not necessary or customary (i.e., sale to a government entity, a large hospital, group of hospitals or cancer care group that has sufficient credit, customers with trade-in of existing equipment, sales via tender awards, or indirect channel sales that have signed contracts with end-customers); • The specific end-customer site has been identified by the customer in the written contract or written amendment; and • Less than 30 months have passed since the contract met all the criteria above. 55 Table of Contents Our backlog includes contractual agreements with our customers for the purchase of our CyberKnife or TomoTherapy platforms, including the Radixact Systems and related upgrades. The amount of backlog recognized into revenue is primarily impacted by three items: cancellations, age-outs and age-ins, and foreign currency fluctuations. We cannot provide assurance that we will convert backlog into recognized revenue, primarily due to factors outside of our control, such as: • Orders could be cancelled for reasons such as, changes in customers’ priorities or financial condition, changes in government or health insurance reimbursement policies, or changes to regulatory requirements. Cancellations are outside of our control and are difficult to forecast; however, we continue to work closely with our customers to minimize the impact of cancellations on our business; • Orders are considered aged-out and removed from reported backlog if we have not been able to recognize revenue on an agreement after 30 months. Agreements may age-out for many reasons, including but not limited to, the inability of the customer to pay, the inability of the customer to adapt their facilities to accommodate our products in a timely manner, or the inability to timely obtain licenses necessary for customer facilities or operation of our equipment. Age-ins represent orders that previously aged-out but have been recognized as revenue in the current period; and • Orders include amounts not denominated in U.S. Dollars and therefore, fluctuations in the U.S. Dollar as compared to other currencies will impact revenue. Generally, strengthening of the U.S. Dollar will negatively impact revenue. Backlog is stated at historical foreign currency exchange rates, and revenue is released from backlog at current exchange rates, with any difference recorded as a backlog adjustment. A summary of gross orders, net orders, and order backlog is as follows (in thousands): Years Ended June 30, 2026 2025 Gross orders $ 191,898 $ 288,035 Age-ins 6,485 25,753 Age-outs (128,764 ) (125,529 ) Cancellations (10,237 ) (7,725 ) Currency impacts and other (1,165 ) (3,301 ) Net orders $ 58,217 $ 177,233 Order backlog at the end of the period $ 312,549 $ 426,972 Gross Orders and Book-to-Bill Ratio Gross orders are defined as the sum of new orders recorded during the period, adjusted for any revisions to existing orders during the period. Gross orders decreased by $96.1 million during the year ended June 30, 2026, as compared to the year ended June 30, 2025, primarily due to a decrease in the EIMEA and China regions. Our book-to-bill ratio is defined as gross orders for the period divided by product revenue for the period. Our book-to-bill ratio for the year ended June 30, 2026, was 1.1 as compared to 1.2 for the year ended June 30, 2025. A book-to-bill ratio greater than 1.2 indicates strong demand for our products. This metric allows management to monitor our business development efforts to ensure we grow our backlog and our business over time. In recent years, the percentage of gross orders received from our distribution partners in the international markets represented 62% and 81% of gross orders for fiscal year ended June 30, 2026 and 2025, respectively. We anticipate that distributor orders from international markets will continue to represent a significant portion of our gross orders in the foreseeable future. International orders are affected by foreign currency fluctuation as well as government programs that stimulate the purchase of healthcare products, both of which could affect the demand for our products and timing of orders from period to period. In addition, our order-to-revenue conversion cycle for international distributor orders has been generally longer, compared to that of direct channel sales and could cause fluctuations in our age-outs from period to period. Net Orders Net orders are defined as gross orders, less cancellations, age-outs net of age-ins, foreign exchange and other adjustments during the period. Net orders decreased by $119.0 million during the year ended June 30, 2026, as compared to the year ended June 30, 2025, primarily due to the decrease in gross orders of $96.1 million. 56 Table of Contents Results of Operations Fiscal 2026 results compared to fiscal 2025 Net revenue Net revenue by sales classification is as follows: Years Ended June 30, (Dollars in thousands) 2026 2025 Percent Change Products (a) $ 172,712 $ 237,580 (27 )% Services (b) 229,235 220,925 4 % Net revenue $ 401,947 $ 458,505 (12 )% Products revenue as a percentage of net revenue 43 % 52 % Services revenue as a percentage of net revenue 57 % 48 % a) Includes sales of products to the JV, an equity method investment, of $43.0 million during the year ended June 30, 2026, and $101.6 million during the year ended June 30, 2025, respectively. See Note 11. b) Includes sales of services to the JV, an equity method investment, of $22.6 million during the year ended June 30, 2026, and $18.5 million during the year ended June 30, 2025, respectively. See Note 11. Products net revenue decreased by $64.9 million during the year ended June 30, 2026, as compared to the year ended June 30, 2025, due to a lower volume of shipments. Services net revenue increased by $8.3 million during the year ended June 30, 2026, as compared to the year ended June 30, 2025, primarily due to higher contract revenues resulting from an increase in our installed base, higher contract renewal rates driven by ongoing pricing initiatives, and higher out-of-contract time-and-material billings. Net revenue by geographic region, which is based on the shipping location of our customers, is as follows: Years Ended June 30, (Dollars in thousands) 2026 2025 Percent Change Americas $ 89,956 $ 88,768 1 % EIMEA 150,912 144,264 5 % China 68,142 124,475 (45 )% Japan 44,259 53,622 (17 )% Asia Pacific 48,678 47,376 3 % Net revenue $ 401,947 $ 458,505 (12 )% Net revenue decreased $56.6 million during the year ended June 30, 2026, as compared to the year ended June 30, 2025. The decrease in net revenue was product driven, reflecting reduced system shipment volume in our China region resulting from sustained geopolitical tensions and ongoing tariff uncertainty, partially offset by increased system shipment volume in our EIMEA region. Gross profit Gross profit is as follows: Years Ended June 30, (Dollars in thousands) 2026 2025 Percent Change Gross profit $ 111,454 $ 146,967 (24 )% Total gross profit as a percentage of net revenue 27.7 % 32.1 % Gross profit decreased by $35.5 million during the year ended June 30, 2026, as compared to the year ended June 30, 2025, due to a decrease in product unit sales and product mix. The decrease in gross profit as a percentage of revenue was primarily due to non-IEEPA tariff expense and unfavorable product and region mix, in particular significantly fewer CyberKnife System shipments to China. 57 Table of Contents Operating Expenses Years Ended June 30, (Dollars in thousands) 2026 2025 Percent Change Research and development $ 37,753 $ 47,942 (21 )% Selling and marketing 38,573 43,315 (11 )% General and administrative 45,398 47,871 (5 )% Restructuring 16,172 - - Total operating expenses $ 137,896 $ 139,128 (1 )% Research and development as a percentage of net revenue 9 % 10 % Selling and marketing as a percentage of net revenue 10 % 9 % General and administrative as a percentage of net revenue 11 % 10 % Restructuring as a percentage of net revenue 4 % 0 % Total operating expenses as a percentage of net revenue 34 % 30 % Research and development expenses decreased by $10.2 million during the year ended June 30, 2026, as compared to the year ended June 30, 2025. The decrease was primarily driven by lower expenses resulting from actions taken under the FY26 Restructuring Plan, including $8.7 million of lower compensation and benefits expenses, coupled with lower outside services and facilities spend. Selling and marketing expenses decreased by $4.7 million during the year ended June 30, 2026, as compared to the year ended June 30, 2025, also related to cost reduction actions implemented under the FY26 Restructuring Plan. General and administrative expenses decreased by $2.5 million during the year ended June 30, 2026, as compared to the year ended June 30, 2025, primarily reflecting the impact of the FY26 Restructuring Plan, including a $3.2 million decrease in compensation and benefits expenses. Restructuring charges The following table summarizes the restructuring charges (in thousands): Year Ended June 30, 2026 2025 Severance and employee related costs $ 10,535 $ — Third-party implementation and other costs 3,262 — Asset impairment 2,375 — Total restructuring charges $ 16,172 $ — Income from equity method investment Years Ended June 30, (Dollars in thousands) 2026 2025 Percent Change Income from equity method investment $ 1,124 $ 4,714 (76 )% Income from the equity method investment decreased by $3.6 million during the year ended June 30, 2026, as compared to the year ended June 30, 2025, primarily as a result of a decrease in revenues from the JV of $54.5 million. Interest expense Years Ended June 30, (Dollars in thousands) 2026 2025 Percent Change Contractual interest coupon $ (14,288 ) $ (10,221 ) 40 % Accrued paid-in-kind interest (9,704 ) (616 ) 1475 % Amortization of debt financing costs and discount for warrants issued to lenders (8,088 ) (1,439 ) 462 % Other (825 ) (678 ) 22 % Total interest expense $ (32,905 ) $ (12,954 ) 154 % Interest expense increased $20.0 million during the year ended June 30, 2026, as compared to the year ended June 30, 2025, primarily due to the full-year impact of borrowings under the Company’s financing agreements that commenced in June 2025, including higher cash interest expense, accrued paid-in-kind interest, and increased amortization of debt financing costs and the discount associated with warrants issued in connection with the financing arrangements and subsequent amendments. 58 Table of Contents IEEPA Refund Financing Costs On April 13, 2026, we entered into a participation agreement with a third party pursuant to which we agreed to sell our claims for refunds of previously paid tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). Under the terms of the agreement, the third party purchased our $9.3 million refund claims, including interest, for $6.6 million. The transaction did not meet the derecognition criteria of ASC 860, Transfers and Servicing, and therefore was accounted for as a financing arrangement, with the $6.6 million of proceeds received recorded as a liability. Financing costs associated with the arrangement are recognized using the effective interest method, which accretes the initial liability to the expected refund amount over the term of the arrangement. During the fourth quarter of fiscal 2026, we recorded $2.4 million of financing costs to accrete the initial $6.6 million liability to the estimated year-end refund amount of $9.0 million. As of June 30, 2026, the liability balance was $6.6 million, reflecting payments of $2.7 million of tariff refunds received and remitted to the third-party purchaser. Gain on extinguishment of debt In the fourth quarter of fiscal year 2025, we recorded a $1.5 million gain on the extinguishment of a portion of our Convertible Notes and our prior term loan facility. The gain on extinguishment is comprised of a $2.4 million gain on the settlement of shares issued to the holders of the Convertible Notes offset by $0.9 million from the write-off of unamortized debt issuance costs. Gain from change in fair value of warrant liability Our Penny Warrants are accounted for as a liability with the changes in the fair value of the warrants recognized in the statement of operations and comprehensive loss. We recorded an $8.4 million gain due to the change in the fair value of the Penny Warrants during the twelve-months ended June 30, 2026. Other income (expense), net Years Ended June 30, (Dollars in thousands) 2026 2025 Percent Change Interest income $ 819 $ 1,192 (31 )% Foreign currency exchange gain 5,496 1,573 249 % Costs for hedging activities (1,593 ) (2,376 ) (33 )% Other, net 289 170 70 % Total other income (expense), net $ 5,011 $ 559 796 % Other income (expense), net, increased by $4.5 million during the year ended June 30, 2026, as compared to the year ended June 30, 2025, primarily driven by foreign currency transaction gains recognized in fiscal year 2026, including gains associated with the Company’s cash flow hedging program. Provision for income taxes Years Ended June 30, (Dollars in thousands) 2026 2025 Percent Change Provision for income taxes $ 1,946 $ 2,725 (29 )% Income tax expense was $1.9 for fiscal 2026 compared to $2.7 for fiscal 2025. The decrease of approximately $0.8 million was primarily attributable to lower tax expense associated with our foreign operations, including lower expense related to uncertain tax positions and withholding taxes on foreign earnings. Liquidity and Capital Resources As of June 30, 2026, we had $40.6 million in cash and cash equivalents. Cash from operations could be affected by various risks and uncertainties, including, declines in our revenue, particularly without a corresponding decrease in our expenses, the timing of payments from our customers and our expenditures, as well as but not limited to, macroeconomic conditions, inflation, actions taken to counter inflation, foreign currency exchange rate fluctuations, and the risks included in Part I, Item 1A titled “Risk Factors.” In particular, we expect inflation and the ongoing supply chain challenges and logistics costs to impact our cash from operations through at least fiscal year 2027. In addition, reduced budgets and lower capital deployment priority for radiotherapy equipment, along with longer customer installation timelines, in the United States have negatively impacted net revenue since fiscal year 2024 and we expect this will continue to affect us. Based on our cash and cash equivalents balance, available debt facilities, current business plan and revenue prospects, we believe we will have sufficient cash resources and anticipated cash flows to fund our operations for at least the next 12 months. However, we continue to critically review our liquidity and anticipated capital requirements in light of the significant uncertainty created by macroeconomic conditions. 59 Table of Contents Our liquidity and cash flows have been and could continue to be materially impacted by factors other than our cash from operations and factors that are not in our control, such as current macroeconomic factors, including facility closures, supply chain disruptions, inflation, foreign currency exchange rate fluctuations, increased volatility in the financial markets, uncertainty caused by the China anti-corruption campaign and timing of the China stimulus program, changes in government administration policy positions, recent executive orders to impose new tariffs on global imports and uncertainties regarding impact, retaliations and further escalation, including against other countries, and tightening of credit markets which could impact debt availability. These factors have and could continue to negatively impact our business operations and cash flows for the foreseeable future, including reductions in revenue, decreases in gross margin and delays in payments from customers, as well as declines or delays in the conversion of backlog to revenue. Certain of our revenue may not be collectible to the extent our customers suffer financial difficulty. There remain uncertainties as to how the current macroeconomic environment will impact our business, results of operations, access to sources of liquidity and financial condition in the future. As a result, we are unable to predict with certainty the impact of these factors on our ability to maintain compliance with the financial covenants contained in the Financing Agreement (as defined below). On June 6, 2025, we entered into a senior secured credit agreement (the “Financing Agreement”) by and among the Company, as borrower (the “Borrower”), TCW Asset Management Company LLC, a leading global asset manager (“TCW”), as collateral agent for the lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) and as administrative agent for the lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”, and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”), and certain other parties signatory thereto. The Financing Agreement provides for (a) $150 million of new five-year term loan facility (the “Term Loan Facility”), (b) a new $20 million delayed draw term loan facility (the “Delayed Draw Facility”) and (c) a new $20 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility and Delayed Draw Facility, the “Facilities”). The proceeds of the Delayed Draw Facility may be used to fund any future repurchases of outstanding Convertible Notes. The proceeds of loans drawn under the Revolving Credit Facility will be used to fund the general working capital needs and general corporate purposes of the Company and its subsidiaries. The Facilities’ stated maturity date is June 6, 2030. In December 2025, we entered into amendments to the Financing Agreement. The first amendment to the Financing Agreement (the “First Amendment”) provided for the inclusion of certain restricted cash balances in the liquidity covenant in the Financing Agreement. The second amendment to the Financing Agreement (the “Second Amendment”) provided for (i) the removal of the leverage condition we must meet to draw down on the Delayed Draw Facility; (ii) the reduction of the capacity of the Delayed Draw Facility to $18.3 million; and (iii) the delay of the commencement of the requirement for us to meet the fixed charge coverage ratio and leverage ratio to December 31, 2026. In addition, we agreed to pay $2.4 million in additional fees and amounts available to be drawn under the revolving credit facility were reduced to $15.0 million through December 31, 2026. On June 6, 2025, concurrently with our entry into the Financing Agreement, we issued detachable warrants to purchase our common stock to certain of our lenders (the “Warrant Holders”) under the Financing Agreement. The Warrant Holders were issued warrants to purchase (i) 17,180,710 shares of common stock with an exercise price of $1.68 per share, exercisable on and after December 7, 2025 and expiring on June 6, 2032 (the “June 2025 Premium Warrants”) and (ii) 6,247,531 shares of common stock with an exercise price of $0.01 per share, which are exercisable immediately and expire June 6, 2032 (the “June 2025 Penny Warrants” and together with the June 2025 Premium Warrants, the “June 2025 Warrants”). On December 15, 2025, concurrently with our entry into the Second Amendment, we issued detachable warrants to purchase our common stock to the Warrant Holders under the Amended Financing Agreement. The Warrant Holders were issued warrants to purchase (i) 3,062,726 shares of common stock with an exercise price of $1.50 per share, exercisable on and after June 16, 2026 and expiring on December 15, 2032 (the “December 2025 Super Premium Warrants”), (ii) 2,187,661 shares of common stock with an exercise price of $1.25 per share, exercisable on and after June 16, 2026 and expiring on December 15, 2032 (the “December 2025 Premium Warrants”), and (iii) 1,750,129 shares of common stock with an exercise price of $0.01 per share, which are exercisable immediately and expire on December 15, 2032 (the “December 2025 Penny Warrants” and together with the December 2025 Premium Warrants and December 2025 Super Premium Warrants, the “December 2025 Warrants”). Pursuant to the terms of the Financing Agreement, as amended, if the Company uses the Delayed Draw Facility, the Company will be obligated to issue additional detachable warrants on terms substantially similar to the December 2025 Warrants to certain of its lenders under the Amended Financing Agreement. On May 18, 2026, in connection with drawing upon the Delayed Draw Facility, we issued detachable warrants to purchase our common stock to the Warrant Holders, which comprised of warrants to purchase (i) 2,990,010 shares of common stock with an exercise price of $1.50 per share, exercisable on and after November 19, 2026 and expiring on May 18, 2033 (the “May 2026 Super Premium Warrants”), (ii) 2,135,721 shares of common stock with an exercise price of $1.25 per share, exercisable on and after November 19, 2026 and expiring on May 18, 2033 (the “May 2026 Premium Warrants”), and (iii) 1,708,577 shares of common stock with an exercise price of $0.01 per share, which are exercisable immediately and expire on May 18, 2033 (the “May 2026 Penny Warrants” and together with the May 2026 Super Premium Warrants, the May 2026 Premium Warrants, the June 2025 Warrants and the December 2025 Warrants, the “Warrants”). The $18.0 million aggregate principal amount of Convertible Notes was fully paid off June 1, 2026, the maturity date. As of June 30, 2026, no Warrants have been exercised. The Warrants have certain anti-dilution protection provisions, including price protection anti-dilution protection in the event that we sell stock at a price below $1.00 in the case of the June 2025 Penny Warrants, the December 2025 Penny Warrants and the May 2026 Penny Warrants; $1.25 in the case of the June 2025 Premium Warrants, $0.93 per share in the case of the December 2025 Premium Warrants and the May 2026 Premium Warrants; and $1.12 in the case of the Super Premium Warrants. We agreed to issue the Warrants in connection with, and to induce the lenders to enter into, the Financing Agreement and amendments thereto. Subsequent to June 30, 2026, the Company entered into the Limited Waiver and Amendment No. 3 to the Financing Agreement, dated July 29, 2026 (“Amendment No. 3”), by and among the Company, the guarantors party thereto, the lenders party thereto and the other signatories party thereto, which provided for, among other things, the issuance of additional warrants to purchase up to 15.3 million shares of common stock at an exercise price of $0.01 per share. Concurrently, we entered into that certain Securities Purchase Agreement, dated July 29, 2026 (the “Securities Purchase Agreement”), by and among the Company and certain existing investors party thereto, pursuant to which, subject to the satisfaction of certain closing conditions, certain existing Warrants will be cancelled upon the closing of the Securities Purchase Agreement. The Company believes these actions materially improve the Company’s ability to satisfy its anticipated operating and debt service obligations over the next twelve months; however, uncertainties related to macroeconomic conditions, operating performance, future borrowing availability and the satisfaction of remaining transaction closing conditions continue to present risks to the Company’s business and liquidity. See Note 1, The Company and its Significant Accounting Policies – Risks and Uncertainties and Note 16, Subsequent Events, for additional information. 60 Table of Contents Interest on the borrowings under the Facilities is payable in arrears on the applicable interest payment date at an interest rate equal to, at the Company’s option, either: (i) a term SOFR-based rate (subject to a 2.00% per annum floor), plus an applicable margin of 8.50%, per annum or (ii) a base rate (subject to a 3.00% per annum floor), plus an applicable margin of 7.50% per annum. The agreement provides the option for payment-in-kind (“PIK”) interest up to 6.00% per annum (subject to an increase in applicable margin of 1/3 of 1.00% per annum for each 1.00% per annum of interest elected to be paid in kind), which PIK interest will be capitalized on the applicable interest payment date and will be added to the then-outstanding principal amount of the term loan. As of June 30, 2026, we have accrued $9.7 million in PIK interest. The Financing Agreement requires the Borrower to pay the lenders with commitments under the Revolving Credit Facility an unused commitment fee equal to 0.50% per annum of the average unused portion of the Revolving Credit Facility. See Note 8. Commitments and Contingencies to the consolidated financial statements for future cash payments related to the Term Loan Facility. On April 13, 2026, we entered into a participation agreement with a third-party pursuant to which we agreed to sell our claims for refunds of previously paid tariffs imposed under the IEEPA. Under the terms of the participation agreement, the third-party purchased the $9.3 million of our refund claims, including interest, for $6.6 million. As of June 30, 2026, the Company has received $5.5 million of actual IEEPA refunds, including interest, that has or will be paid to the third-party purchaser within 5 business days in accordance with the participation agreement. Additionally, the undistributed earnings of our foreign subsidiaries as of June 30, 2026, for all countries except Japan, France, Switzerland, Germany, and the United Kingdom are considered to be indefinitely reinvested and unavailable for distribution in the form of dividends or otherwise. Future repatriation of our foreign earnings could be subject to income taxes. As of June 30, 2026, we had $11.2 million of cash and cash equivalents at our foreign subsidiaries that are considered to be indefinitely reinvested. If such funds were repatriated, there will be additional foreign tax withholdings imposed, depending on the country from which the funds were repatriated. Cash Flows Years Ended June 30, 2026 2025 Net cash (used in) provided by operating activities $ (6,981 ) $ 2,860 Net cash used in investing activities (12,279 ) (8,523 ) Net cash provided by (used in) financing activities 6,977 (4,252 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash (1,084 ) 1,657 Net decrease in cash, cash equivalents and restricted cash $ (13,367 ) $ (8,258 ) Cash Flows Used In Operating Activities Net cash used in operating activities was $7.0 million during the year ended June 30, 2026, due to a net loss of $49.2 million, partially offset by $30.4 million of cash from non-cash items and $11.9 million of cash from net changes in assets and liabilities: • Non-cash items primarily consisted of paid-in-kind interest of $9.7 million, gain from the change in the fair value of warrants liability of $8.4 million, amortization of debt issuance costs and discounts from warrant issuances of $8.1 million, depreciation and amortization of $7.9 million, and share-based compensation expense of $6.5 million. • The major contributors to cash from net changes of assets and liabilities during the year ended June 30, 2026 were as follows: an $11.5 million decrease in accounts receivable due to lower revenues and continued collection efforts, $7.7 million increase in accrued liabilities and a $7.0 million increase in deferred revenue, partially offset by a $12.5 million increase in inventories. Cash Flows Used In Investing Activities Net cash used in investing activities was $12.3 million during the year ended June 30, 2026, due to $6.4 million in capitalized software costs and $5.9 million of purchases for property and equipment. Cash Flows From Financing Activities Net cash from financing activities was $7.0 million during the year ended June 30, 2026, was due to net proceeds of $5.0 million from borrowings under the Revolving Credit Facility and net proceeds of $3.8 million from the IEEPA participation agreement, partially offset by $1.6 million paydowns of the Term Loan Facility. Operating Capital and Capital Expenditure Requirements Our future capital requirements depend on numerous factors. These factors include but are not limited to the following: • Revenue generated by sales of our products and service plans; • Our ability to generate cash flows from operations; • Costs associated with our sales and marketing initiatives and manufacturing activities; • Facilities, equipment and IT systems required to support current and future operations; • Rate of progress and cost of our research and development activities; 61 Table of Contents • Costs of obtaining and maintaining FDA and other regulatory clearances of our products; • Effects of competing technological and market developments; • Number and timing of acquisitions and other strategic transactions; • Our ability to refinance our current indebtedness in a timely manner, and servicing and maturity of our current and future indebtedness, including interest rates; • The implementation of our cost savings initiatives, including the reduction of our workforce; • The impact of inflation on our expenses; and • The impact of the macroeconomic environment, including on collections, supply chain, and logistics. While we believe that based on our cash and cash equivalents balance, available debt facilities, current business plan and revenue prospects, we will have sufficient cash resources and anticipated cash flows to meet our anticipated cash needs for at least the next twelve months, the timing and amount of our working capital and capital expenditure requirements may vary significantly depending on numerous factors, including the risk factors described in Part 1 Item 1A, Risk Factors. Operating and Capital Expenditure Requirements and Contractual Obligations Our purchase commitments and obligations include all open purchase orders and contractual obligations in the ordinary course of business, including commitments with contract manufacturers and suppliers, for which we have not received the goods or services and acquisition and licensing of intellectual property. A majority of these purchase obligations are due within a year. Although open purchase orders are considered enforceable and legally binding, the terms generally allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to the delivery of goods or performance of services. Our long-term material cash requirements include principal and interest payments and lease obligations. See Note 4, “Leases” to the Notes to the consolidated financial statements for further information. Inflation In recent years, we experienced rising costs for certain materials, including increased logistics and duties costs that adversely affected our gross margins and net income (loss), and had a material effect on our business, financial condition and results of operations. Gross margins and net income (loss) may continue to be adversely affected by increased material costs and freight and logistics expenses through at least fiscal year 2027, and potentially longer, as we are unable to pass all of these increased costs to our customers. In addition, we expect inflation and the ongoing supply chain challenges and logistics costs to impact our cash from operations through at least fiscal year 2027. Continued pressure from inflationary factors, such as further increases in the cost of materials for our products, cost of labor, interest rates, overhead costs, logistics and duties costs could further exacerbate these effects and harm our business, operating results, and financial condition. Critical Accounting Estimates The discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as revenue and expenses during the reporting periods. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. The economic uncertainty in the current environment however, could limit our ability to accurately make and evaluate our estimates and judgments. Actual results could therefore differ materially from those estimates if actual conditions differ from our assumptions. All of our significant accounting policies and methods used in the preparation of our consolidated financial statements are described in Note 1, The Company and its Significant Accounting Policies, to the consolidated financial statements. The methods, estimates and judgments that we use in applying our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Management believes the critical accounting policies and estimates are those related to revenue recognition and the assessment of stand-alone selling price (“SSP”), and the valuation of inventories. Revenue Recognition and the Assessment of Stand-Alone Selling Price Our revenue is primarily derived from new system and upgrade sales of CyberKnife and TomoTherapy platforms and services, which include post-contract customer support (“PCS”) contracts (warranty period services and post-warranty services), installation services, training and other professional services. We record our revenue net of any value-added or sales tax. We recognize revenue for certain performance obligations at the point in time when control is transferred, such as delivery of products and the right to use. We recognize revenue for certain other performance obligations over a period of time as control of the goods or services is transferred, such as PCS and construction contracts. Payments received in advance of system shipment are recorded as customer advances and are deferred until product shipment when they are recognized in revenue. We assess the probability of collection based on a number of factors, including past payment history with the customer and creditworthiness of the customer. We generally do not request collateral from our customers but will request advance payments or letters of credit when deemed necessary. 62 Table of Contents We frequently enter into sales arrangements that contain multiple performance obligations. For sale arrangements that contain multiple performance obligations, we account for individual products and services separately if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The transaction price is allocated to each performance obligation based on its SSP. We determine SSP using observable prices when the products or services are sold separately in similar circumstances and to similar customers. When SSP is not directly observable, we estimate SSP using an expected pricing approach that maximizes the use of observable inputs and considers factors such as historical selling prices, customer class, geographic market, pricing practices, discounting trends, market conditions, and other entity-specific factors. Valuation of Inventories The valuation of inventory requires us to estimate obsolete or excess inventory as well as damaged inventory. The determination of obsolete or excess inventory requires us to estimate the future demand for our products. We regularly review inventory quantities on hand and adjust for excess and obsolete inventory based primarily on historical usage rates and our estimates of product demand to support future sales and service. If our demand forecast for specific products is greater than actual demand and we fail to reduce purchasing and manufacturing output accordingly, we could be required to write off inventory beyond the current reserve, which would negatively impact our gross margin.