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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): September 15, 2025
 
CHAMPIONS ONCOLOGY, INC.
 
(Exact name of registrant as specified in its charter)
 
Delaware   001-11504   52-1401755
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer
of Incorporation)       Identification No.)
 
1 University Plaza, Suite 307, Hackensack, New Jersey 07601
(Address of Principal Executive Offices)
 
Registrant’s telephone number, including area code: (201) 808-8400
 
N/A
(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 Exchange Act
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share CSBR The Nasdaq Stock Market LLC
    

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o

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. o On September 15, 2025, Champions Oncology, Inc. (the “Company”) issued a press release regarding the Company’s unaudited financial results for its first quarter ended July 31, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1.




INFORMATION TO BE INCLUDED IN THE REPORT
 
Item 2.02. Results of Operations and Financial Condition.
 
 
The information contained under Item 2.02 in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, 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
The following exhibit is filed herewith:
 
Exhibit No.
99.1
 



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.
 
    CHAMPIONS ONCOLOGY, INC.
    (Registrant)
     
Date: September 15, 2025
By: /s/ Robert Brainin  
    Robert Brainin  
    Chief Executive Officer  
 

EX-99.1 2 csbr8-k7312025ex991xq126.htm EX-99.1 Document
Exhibit 99.1
    logobranding_headerleftalia.jpg                 NEWS
One University Plaza, Suite 307 Hackensack, NJ 07601 Tel: 551-206-8104


Champions Oncology Reports Quarterly Revenue of $14.0 Million
Positive start to FY 2026 with steady revenue, data growth and new leadership

Hackensack, NJ – September 15, 2025 – Champions Oncology, Inc. (Nasdaq: CSBR), a leading translational oncology research organization, today announced its financial results for its first quarter of fiscal 2026, ended July 31, 2025.

First Quarter and Recent Highlights:

•Total revenue of $14 million
•Adjusted EBITDA of $60,000
•Appointment of Rob Brainin as Chief Executive Officer to lead the next phase of growth

Rob Brainin, newly appointed CEO of Champions, commented, "It is great to be joining Champions at such an exciting inflection point. Our core services business—the backbone of our company—is strengthening and well positioned for sustained growth. At the same time, we are scaling our emerging data platform, which has already shown encouraging traction with leading biopharma partners. These complementary growth engines give us the opportunity to deepen our scientific impact, deliver innovative solutions to patients and customers, and create durable long-term value for shareholders. In parallel, our Corellia team continues to generate data demonstrating the potential of the compounds in our pipeline. Over the coming quarters, I look forward to working closely with our talented team to sharpen our strategy, invest in key capabilities, and build on Champions’ culture of collaboration and scientific excellence."

David Miller, CFO of Champions, added, "We opened the fiscal year with $14 million in revenue and adjusted EBITDA of $60,000. While revenue was slightly lower than the first quarter of last year, we achieved solid sequential growth that met our expectations and provides a strong foundation for the year. As we move forward, we anticipate continued topline expansion and margin improvement driven by a healthy services pipeline and growing demand for our proprietary data offerings. Our financial discipline and focus on profitable growth give us the flexibility to invest in strategic initiatives that will position Champions for long-term success."


Exhibit 99.1

First Fiscal Quarter Financial Results

Total oncology revenue for the first quarter of fiscal 2026 was $14.0 million compared to $14.1 million for the same period last year, consisting of a $400,000, or 3% decline in service revenue and a $300,000 increase in data license revenue. Total costs and operating expenses for the first quarter of fiscal 2026 were $14.5 million compared to $12.7 million for the first quarter of fiscal 2025, an increase of $1.8 million or 14.1%.

For the first quarter of fiscal 2026, Champions reported a loss from operations of $527,000, including $208,000 in stock-based compensation, $358,000 in depreciation and amortization expenses, and a $20,000 charge for the disposal of lab equipment, compared to income from operations of $1.3 million, inclusive of $258,000 in stock-based compensation and $448,500 in depreciation and amortization expenses, in the first quarter of fiscal 2025. Adjusted EBITDA, which is defined as income from operations excluding stock-based compensation, depreciation and amortization expenses, and equipment disposal charges, was $59,000 for the first quarter of fiscal 2026 compared to adjusted EBITDA of $2.0 million in the first quarter of fiscal 2025.

Cost of oncology revenue was $8.0 million, up $923,000, or 13.1%, from $7.1 million in the same period last year. The increase primarily reflects higher outsourced lab services for radiolabeling work, which will vary from quarter to quarter. Importantly, as we migrate this work into our own labs in the coming quarters, we anticipate a reduction in cost of sales and improvement in gross margins. Gross margin for the quarter was 43% compared to 50% in the prior year.

Research and development expense for the three-months ended July 31, 2025 was $2.1 million, an increase of $628,000 or 43.2%, compared to $1.5 million for the three-months ended July 31, 2024. The increase reflected greater investment in sequencing and related costs to develop our data licensing platform. Sales and marketing expense for the three-months ended July 31, 2025 was $1.9 million, an increase of $176,000, or 10.5%, compared to $1.7 million for the three-months ended July 31, 2024. The increase was related to compensation expense to support the growth of our data license business. General and administrative expense for the three-months ended July 31, 2025 was $2.6 million, an increase of $43,000, or 1.7%, compared to $2.5 million for the three-months ended July 31, 2024 driven primarily from an increase in IT related costs.

Net cash provided by operating activities was approximately $600,000 for the quarter, supported by receivables conversion and normal working capital activity, partially offset by a quarterly net loss. Net cash used in investing activities for the three-months ended July 31, 2025 was approximately $46,000 for lab and computer equipment. Net cash used in financing activities for the three-months ended July 31, 2025 was $14,000 resulting from financing lease payments slightly offset by proceeds from options exercises.

The Company ended the quarter with cash on hand of approximately 10.3 million and no debt, providing us with a strong balance sheet and financial flexibility.

Conference Call Information:
The Company will host a conference call today at 4:30 p.m. EDT (1:30 p.m. PDT) to discuss its third quarter financial results. To participate in the call, please call 888-506-0062 (Domestic) or 973-528-0011 (International) and enter the access code 261008, or provide the verbal reference "Champions Oncology".


Exhibit 99.1
Full details of the Company’s financial results will be available on September 15, 2025 in the Company’s Form 10-Q at www.championsoncology.com.

* Non-GAAP Financial Information
This press release contains “Non-GAAP financial measures,” which are measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”).

A further explanation and reconciliation of these Non-GAAP financial measures is included below and in the financial tables in this release.

The Company believes that the Non-GAAP financial measures presented facilitate an understanding of operating performance and provide a meaningful comparison of its results between periods. The Company’s management uses Non-GAAP financial measures to, among other things, evaluate its ongoing operations in relation to historical results and for internal planning and forecasting purposes. Adjusted EBITDA and Adjusted EPS represent measures that we believe are customarily used by investors and analysts to evaluate the financial performance of companies in addition to the GAAP measures that we present. Our management also believes that these measures are useful in evaluating our core operating results. However, Adjusted EBITDA and Adjusted EPS are not measures of financial performance under accounting principles generally accepted in the United States of America and should not be considered an alternative to net income, operating income, or EPS as indicators of our operating performance or to net cash provided by operating activities as a measure of our liquidity. We believe the Company’s Adjusted EBITDA and Adjusted EPS measures provide information that is directly comparable to that provided by other peer companies in our industry, but other companies may calculate Non-GAAP financial results differently, particularly related to nonrecurring, unusual items.

Adjusted EBITDA

Adjusted EBITDA represents net income (loss), or net income (loss) from operations, excluding the effect of stock-based compensation and depreciation and amortization and may also exclude other items not indicative of our ongoing operating performance, when defined.

Adjusted Net Income (Loss) and Adjusted Earnings Per Share (EPS)

Adjusted net income (loss) (if denoted) and adjusted EPS exclude the effect of stock-based compensation and depreciation and amortization and may also exclude other items not indicative of our ongoing operating performance, when defined.

About Champions Oncology, Inc.

Champions Oncology is a global preclinical and clinical research services provider that offers end-to-end oncology R&D solutions to biopharma organizations. With the largest and most annotated bank of clinically relevant patient-derived xenograft (PDX) and primary hematological malignancy models, Champions delivers innovative highest-quality data through proprietary in vivo and ex vivo platforms.


Exhibit 99.1
Through its large portfolio of cutting-edge bioanalytical platforms, groundbreaking data platform and analytics, and scientific excellence, Champions enables the advancement of preclinical and clinical oncology drug discovery and development programs worldwide. For more information, please visit www.ChampionsOncology.com.

Media Inquiries:
Gavin Cooper
Vice President, Global Marketing
gcooper@championsoncology.com
Website: https://www.championsoncology.com/
Facebook: https://www.facebook.com/championsoncology/
LinkedIn: https://www.linkedin.com/company/champions-oncology-inc-/
Twitter: @ChampionsOncol1
Instagram: https://www.instagram.com/championsoncology/

This press release may contain "forward-looking statements" (within the meaning of the Private Securities Litigation Act of 1995) that inherently involve risk and uncertainties. Champions Oncology generally uses words such as "believe," "may," "could," "will," "intend," "expect," "anticipate," "plan," and similar expressions to identify forward-looking statements. One should not place undue reliance on these forward-looking statements. The Company's actual results could differ materially from those anticipated in the forward-looking statements for many unforeseen factors. See Champions Oncology's Form 10-K for the fiscal year ended April 30, 2025 for a discussion of such risks, uncertainties and other factors. Although the Company believes the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and Champions Oncology's future results, levels of activity, performance or achievements may not meet these expectations. The Company does not intend to update any of the forward-looking statements after the date of this press release to conform these statements to actual results or to changes in Champions Oncology's expectations, except as required by law.




Champions Oncology, Inc.
(Dollars in thousands)
 
Reconciliation of GAAP Net (Loss) Income to Adjusted EBITDA - (Non-GAAP) (Unaudited)
 
  Three Months Ended
July 31,
  2025 2024
Net (loss) income - GAAP $ (466) $ 1,313 
Less:
Stock-based compensation 208  258 
Depreciation and amortization 358  448.5 
Loss on equipment disposal $ 20  $ — 
Adjusted EBITDA - Non-GAAP $ 120  $ 2,020 
  

Reconciliation of GAAP EPS to Non-GAAP EPS (Unaudited)
 
  Three Months Ended
July 31,
  2025 2024
EPS – basic, GAAP $ (0.03) $ 0.10 
Less:
Effect of stock-based compensation on EPS 0.02  0.02 
Effect of depreciation and amortization on EPS 0.03  0.03 
Effect of loss on equipment disposal on EPS 0.001  — 
Adjusted EPS - basic, Non-GAAP $ 0.02  $ 0.15 
  Three Months Ended
July 31,
  2025 2024
EPS – diluted, GAAP $ (0.03) $ 0.09 
Less:
Effect of stock-based compensation on EPS 0.02  0.02 
Effect of depreciation and amortization on EPS 0.03  0.03 
Effect of loss on equipment disposal on EPS 0.001  — 
Adjusted EPS - diluted, Non-GAAP $ 0.02  $ 0.14 
 



Unaudited Condensed Consolidated Statements of Operations (unaudited)
  Three Months Ended
July 31,
  2025 2024
Oncology revenue $ 13,995  $ 14,061 
Cost of oncology revenue 7,995  7,072 
Research and development 2,082  1,454 
Sales and marketing 1,855  1,679 
General and administrative 2,570  2,527 
Loss on disposal of equipment 20  — 
(Loss) income from operations (527) 1,329 
Other income, net 75 
(Loss) income before provision for income taxes (452) 1,334 
Provision for income taxes 14  21 
Net (loss) income $ (466) $ 1,313 
Less: net loss attributable to noncontrolling interest 30  — 
Net (loss) income attributable to Company's common shares $ (436) $ 1,313 
Net (loss) income per common share outstanding    
basic $ (0.03) $ 0.10 
and diluted $ (0.03) $ 0.09 
Weighted average common shares outstanding    
basic 13,788,414  13,593,766 
and diluted 13,788,414  14,042,379 
 



Condensed Consolidated Balance Sheets
 
July 31, 2025 April 30, 2025
(unaudited)
Cash and cash equivalents $ 10,325  $ 9,785 
Accounts receivable, net 9,474  11,204 
Other current assets 1,215  1,369 
Total current assets 21,014  22,358 
Operating lease right-of-use assets, net 4,771  5,080 
Property and equipment, net 4,230  4,375 
Other long term assets 196  196 
Goodwill 335  335 
Total assets $ 30,546  $ 32,344 
Accounts payable and accrued liabilities $ 6,646  $ 6,804 
Current portion of operating lease liabilities 1,506  1,471 
Other current liabilities 116  135 
Deferred revenue 14,430  15,443 
Total current liabilities 22,698  23,853 
Non-current operating lease liabilities 4,244  4,634 
Other Non-current Liability 66  85 
Total liabilities 27,008  28,572 
Total stockholders’ equity attributable to Champions Oncology, Inc. 3,508  3,772 
Noncontrolling interest 30  — 
Total stockholders' equity 3,538  3,772 
Total liabilities and stockholders’ equity $ 30,546  $ 32,344 
 



Unaudited Condensed Consolidated Statements of Cash Flows (unaudited)
 
Three Months Ended
July 31,
  2025 2024
Cash flows from operating activities:    
Net (loss) income $ (466) $ 1,313 
Adjustments to reconcile net (loss) income to net cash provided by operations:    
Stock-based compensation expense 208  258 
Operating lease right-of use assets 310  289 
Depreciation and amortization expense 358  449 
Loss on disposal of equipment 20  — 
Allowance for doubtful accounts and estimated credit losses (29) (71)
Changes in operating assets and liabilities 199  (1,927)
Net cash provided by operating activities 600  311 
Cash flows from investing activities:
Purchases of property and equipment (46) — 
Net cash used in investing activities: (46) — 
Cash flows from financing activities:    
Proceeds from the exercise of stock options 24  — 
Finance lease payments (38) (37)
Net cash used in financing activities: (14) (37)
Net increase in cash 540  274 
Cash at beginning of period 9,785  2,618 
Cash at the end of period $ 10,325  $ 2,892