Statement of Ownership (sc 13g)
14 February 2023 - 06:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Accuray Incorporated
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(Name of Issuer) |
Common Stock, $0.001 par value per
share |
(Title of Class of
Securities) |
December 31, 2022 |
(Date of Event Which Requires Filing
of this Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X]
Rule 13d-1(b)
[_]
Rule 13d-1(c)
[_]
Rule 13d-1(d)
__________
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in 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)
CUSIP No |
004397105 |
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1. |
NAME OF REPORTING PERSONS |
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I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY) |
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Archon Capital Management
LLC |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
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(a) [_] |
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(b) [_] |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
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Washington |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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5. |
SOLE VOTING POWER |
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0 |
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6. |
SHARED VOTING POWER |
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6,104,738 |
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7. |
SOLE DISPOSITIVE POWER |
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0 |
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8. |
SHARED DISPOSITIVE POWER |
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6,104,738 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
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6,104,738 |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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[_] |
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11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) |
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6.51% |
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12. |
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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OO, IA |
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1. |
NAME OF REPORTING PERSONS |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) |
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Constantinos Christofilis |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
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(a) [_] |
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(b) [_] |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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5. |
SOLE VOTING POWER |
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0 |
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6. |
SHARED VOTING POWER |
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6,104,738 |
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7. |
SOLE
DISPOSITIVE POWER
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0 |
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8. |
SHARED DISPOSITIVE POWER |
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6,104,738 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
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6,104,738 |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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[_] |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
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6.51% |
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12. |
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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IN, HC |
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Item 1. |
(a). |
Name of Issuer: |
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Accuray Incorporated |
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(b). |
Address of issuer's principal executive
offices: |
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1310
Chesapeake Terrace
Sunnyvale, CA 94089
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Item 2. |
(a). |
Name of person filing: |
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Archon Capital Management LLC
Constantinos Christofilis
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(b). |
Address of principal business office, or if none,
residence: |
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Archon Capital Management LLC
1100
19th Avenue E
Seattle, Washington 98112
Constantinos Christofilis
c/o
Archon Capital Management LLC
1100
19th Avenue E
Seattle, Washington 98112
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(c). |
Citizenship: |
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Archon Capital Management LLC – Washington
Constantinos Christofilis – United States
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(d). |
Title of class of securities: |
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Common Stock, $0.001 par value per
share |
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(e). |
CUSIP No.: |
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004397105 |
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Item
3. |
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If this Statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b), or (c), check whether the person
filing is a |
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(a) |
[_] |
Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78c). |
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(b) |
[_] |
Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c). |
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(c) |
[_] |
Insurance company as defined in
section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
[_] |
Investment company registered under
section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8). |
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(e) |
[X] |
An investment adviser in accordance
with § 240.13d-1(b)(1)(ii)(E); |
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(f) |
[_] |
An employee benefit plan or endowment
fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
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(g) |
[X] |
A parent holding company or control
person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
[_] |
A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C.1813); |
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(i) |
[_] |
A church plan that is excluded from
the definition of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
[_] |
A non-U.S. institution in accordance
with §240.13d-1(b)(1)(ii)(J); |
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(k) |
[_] |
Group, in accordance with
§240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type
of institution: |
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Item 4. |
Ownership. |
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Provide the following information
regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially
owned: |
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Archon Capital Management LLC: 6,104,738
Constantinos Christofilis: 6,104,738
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(b) |
Percent of class: |
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Archon Capital Management LLC: 6.51%
Constantinos Christofilis: 6.51%
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(c) |
Number of shares as to which Archon
Capital Management LLC has: |
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(i) |
Sole power to vote or to direct the
vote |
0 |
, |
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(ii) |
Shared power to vote or to direct the
vote |
6,104,738 |
, |
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(iii) |
Sole power to dispose or to direct the
disposition of |
0 |
, |
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(iv) |
Shared power to dispose or to direct the
disposition of |
6,104,738 |
. |
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Number of shares as to which
Constantinos Christofilis has: |
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(i) |
Sole power to vote or to direct the
vote |
0 |
, |
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(ii) |
Shared power to vote or to direct the
vote |
6,104,738 |
, |
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(iii) |
Sole power to dispose or to direct the
disposition of |
0 |
, |
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(iv) |
Shared power to dispose or to direct the
disposition of |
6,104,738 |
. |
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Instruction: For
computations regarding securities which represent a right to
acquire an underlying security see §240.13d-3(d)(1). |
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Item 5. |
Ownership of Five Percent or Less of
a Class. |
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If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the class of
securities, check the following [ ]. |
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N/A |
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Item 6. |
Ownership of More Than Five Percent on Behalf of
Another Person. |
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If any other person is known to have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than 5 percent of the class, such person
should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act
of 1940 or the beneficiaries of employee benefit plan, pension fund
or endowment fund is not required. |
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All securities reported in this
Schedule 13G are owned by advisory clients of Archon Capital
Management LLC, none of which individually own more than 5% of the
class. |
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Item 7. |
Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
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If a parent holding company or control person has
filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so
indicate under Item 3(g) and attach an exhibit stating the identity
and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the
relevant subsidiary. |
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See Exhibit B attached
hereto. |
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Item 8. |
Identification and Classification of
Members of the Group. |
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If a group has filed this schedule
pursuant to §240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(k) and attach an exhibit stating the
identity and Item 3 classification of each member of the
group. If a group has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identity of each member of the group. |
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N/A |
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Item 9. |
Notice of Dissolution of
Group. |
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Notice of dissolution of a group may
be furnished as an exhibit stating the date of the dissolution and
that all further filings with respect to transactions in the
security reported on will be filed, if required, by members of the
group, in their individual capacity. See Item
5. |
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N/A |
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Item 10. |
Certification. |
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §
240.14a-11.
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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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February 13, 2023 |
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(Date) |
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Archon
Capital Management LLC* |
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By: |
/s/ Constantinos
Christofilis |
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Name: |
Constantinos Christofilis |
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Title: |
Managing Member |
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CONSTANTINOS
CHRISTOFILIS* |
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/s/ Constantinos
Christofilis |
*The Reporting Persons disclaim beneficial ownership over the
securities reported herein except to the extent of their pecuniary
interest therein.
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See s.240.13d-7 for other parties for whom copies are to be
sent.
Attention. Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated February 13,
2023 relating to the Common Stock, $0.001 par value per share, of
Accuray Incorporated, shall be filed on behalf of the
undersigned.
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Archon
Capital Management LLC |
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By: |
/s/ Constantinos
Christofilis |
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Name: |
Constantinos Christofilis |
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Title: |
Managing Member |
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CONSTANTINOS CHRISTOFILIS |
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/s/ Constantinos
Christofilis |
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Exhibit B
Archon Capital Management LLC is the relevant entity for which
Constantinos Christofilis may be considered a control person.
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