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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): March 12, 2024
 
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))

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 March 12, 2024, Champions Oncology, Inc. (the “Company”) issued a press release regarding the Company’s unaudited financial results for its third quarter ended January 31, 2024. 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: March 12, 2024 By: /s/ Ronnie Morris  
    Ronnie Morris  
    Chief Executive Officer  
 

EX-99.1 2 csbr8-k1312024ex991xq324.htm EX-99.1 Document
Exhibit 99.1
    logobranding_headerleftali.jpg                 NEWS
One University Plaza, Suite 307 Hackensack, NJ 07601 Tel: 551-206-8104


Champions Oncology Reports Quarterly Revenue of $12.0 Million


Hackensack, NJ – March 12, 2024 – Champions Oncology, Inc. (Nasdaq: CSBR), a global preclinical and clinical research services provider that offers end-to-end oncology solutions, today announced its financial results for its third quarter of fiscal 2024, ended January 31, 2024.

Third Quarter and Recent Highlights:

•Third quarter revenue of $12.0 million, a decline of 6%
•Gross margin declined to 35%
•College of American Pathologists (CAP) has awarded accreditation to US-based laboratory

Ronnie Morris, CEO of Champions, commented, “As discussed over the course of the year, we’re navigating through a challenging economic environment, specifically in the biotech sector, that began approximately one year ago. However, we still remain confident that the tide is turning and we will emerge stronger over the coming quarters.” Morris added, “We remain actively engaged with investors in an effort to raise capital for our wholly owned subsidiary, Corellia, AI. Conjunctively, our two lead targets continue to progress with the potential of a licensing deal in the coming quarters.”

David Miller, CFO of Champions, added, “In response to our lower revenue growth, we’re strategically right-sizing the business to reduce costs and improve short term results as we rebound to previous revenue levels. These reductions will not have a long-term impact on the business and we believe our quarterly results will gradually improve going forward.”

Third Fiscal Quarter Financial Results

Total revenue for the third quarter of fiscal 2024 was $12.0 million compared to $12.8 million for the same period last year, a decrease of 5.9%. The decline in revenue was primarily from customer cancellations in prior periods which led to lower study revenue in the third quarter.


Exhibit 99.1
Total costs and operating expenses for the third quarter of fiscal 2024 were $14.6 million compared to $15.2 million for the third quarter of fiscal 2023, a decrease of $635,000 or 4.2%.

For the third quarter of fiscal 2024, Champions reported a loss from operations of $2.6 million, including $379,000 in stock-based compensation and $481,000 in depreciation and amortization expenses, compared to a loss from operations of $2.5 million, inclusive of $331,000 in stock-based compensation and $575,000 in depreciation and amortization expenses, in the third quarter of fiscal 2023. Excluding stock-based compensation, depreciation and amortization expenses, Champions reported an adjusted EBITDA loss of $1.7 million for the third quarter of fiscal 2024 compared to an adjusted EBITDA loss of $1.6 million in the third quarter of fiscal 2023.

Cost of oncology solutions was $7.8 million for the three-months ended January 31, 2024, an increase of $150,000, or 1.9% compared to $7.7 million for the three-months ended January 31, 2023. The increase in cost of sales was primarily from an increase in compensation expense and mouse costs resulting from some operational inefficiencies. For the three-months ended January 31, 2024, total gross margin was 34.7% compared to 39.7% for the three-months ended January 31, 2023. The lower margin resulted primarily from a combination of a decline in revenue against relatively unchanged fixed costs and higher variable costs due to some operational inefficiencies.

Research and development expense for the three-months ended January 31, 2024 was $2.2 million, a decrease of $1.0 million or 31.7%, compared to $3.2 million for the three-months ended January 31, 2023. The decrease was primarily due to reduced investment in our target discovery program. Sales and marketing expense for the three-months ended January 31, 2024 was $1.8 million, a slight increase of $36,000, or 2.0%, compared to $1.8 million for the three-months ended January 31, 2023. General and administrative expense for the three-months ended January 31, 2024 was $2.8 million, an increase of $195,000, or 7.6%, compared to $2.6 million for the three-months ended January 31, 2023. The increase was primarily from compensation and recruiting expenses and an increase in bad debt reserves.

Net cash used in operating activities was approximately $920,000 for the three-months ended January 31, 2024 and was primarily due to our operational loss, offset by net changes in our working capital accounts and deferred revenue in in the ordinary course of business. Net cash used in investing activities was approximately $125,000 for investment in additional lab and computer equipment. There were no financing activities for the third quarter of fiscal year 2024.

Year-To-Date Financial Results

For the first nine months of fiscal 2024, revenue decreased 11.4% to $36.2 million compared to $40.8 million for the first nine months of fiscal 2023. The decline in revenue was primarily from customer cancellations in fiscal year 2023 resulting in lower study revenue during fiscal year 2024. Total costs and operating expenses for the first nine months of fiscal 2024 were $43.2 million compared to $43.5 million for the first nine months of fiscal 2023, a decrease of $296,000 or 0.7%.

For the first nine months of fiscal 2024, Champions reported a loss from operations of $7.1 million, including $855,000 in stock-based compensation and $1.4 million in depreciation and amortization expenses, compared to a loss from operations of $2.7 million, inclusive of $656,000 in stock-based compensation and $1.7 million in depreciation and amortization expenses, in the first nine months of fiscal 2023. Excluding stock-based compensation, depreciation and amortization expenses, Champions reported an adjusted EBITDA loss of $4.8 million for the first nine months of fiscal 2024 compared to an adjusted EBITDA loss of $400,000 in the first nine months of fiscal 2023.


Exhibit 99.1

Cost of oncology solutions was $22.2 million for the nine-months ended January 31, 2024, a slight decrease of $43,000, or 0.2% compared to $22.2 million for the nine-months ended January 31, 2023. For the nine-months ended January 31, 2024, total gross margin was 38.7% compared to 45.6% for the nine-months ended January 31, 2023. The lower margin resulted from lower revenue against a generally unchanged cost base. The variable cost component of cost of sales did not decline meaningfully despite the lower study volume due to some operational inefficiencies.

Research and development expense for the nine-months ended January 31, 2024 was $7.5 million, a decrease of $1.2 million or 13.8%, compared to $8.7 million for the nine-months ended January 31, 2023. The decrease was primarily from reduced investment in our target discovery program. Sales and marketing expense for the nine-months ended January 31, 2024 was $5.3 million, a slight increase of $135,000, or 2.6%, compared to $5.2 million for the nine-months ended January 31, 2023. The increase was the result of an increase in compensation expense. General and administrative expense for the nine-months ended January 31, 2024 was $8.3 million, an increase of $811,000, or 10.8%, compared to $7.5 million for the nine-months ended January 31, 2023. The increase was primarily due to an increase in compensation and recruiting expenses and allowances for bad debt, offset by a reduction in IT costs.

Net cash used in operating activities was $4.3 million for the nine-months ended January 31, 2024. The cash used in operating activities was primarily due to the net loss from operations excluding non-cash expenses. Net cash used in investing activities was $950,000 and was primarily from investment in additional lab and computer equipment. Net cash used in financing activities was approximately $382,000 resulting from repurchases of common stock and was offset by proceeds received from options exercises.

The Company ended the quarter with cash and cash equivalents on hand of approximately $4.5 million. The Company has no debt.

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 877-545-0523 (Domestic) or 973-528-0016 (International) and enter the access code 860900, or provide the verbal reference "Champions Oncology".
Full details of the Company’s financial results will be available by or before March 18, 2024 in the Company’s Form 10-Q at www.championsoncology.com.
* Non-GAAP Financial Information
See the attached Reconciliation of GAAP net loss to Non-GAAP net loss for an explanation of the amounts excluded to arrive at Non-GAAP net loss and related Non-GAAP loss per share amounts for the three months ended January 31, 2024 and 2023. Non-GAAP financial measures provide investors and management with supplemental measures of operating performance and trends that facilitate comparisons between periods before and after certain items that would not otherwise be apparent on a GAAP basis. Certain unusual or non-recurring items that management does not believe affect the Company’s basic operations do not meet the GAAP definition of unusual or non-recurring items. Non-GAAP net loss and Non-GAAP loss per share are not, and should not, be viewed as a substitute for similar GAAP items. Champions defines Non-GAAP dilutive loss per share amounts as Non-GAAP net loss divided by the weighted average number of diluted shares outstanding.


Exhibit 99.1
Champions’ definition of Non-GAAP net loss and Non-GAAP diluted loss per share may differ from similarly named measures used by other companies and may not be applicable for the current reporting period.

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. 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.

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, 2023 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 to Non-GAAP Net Loss (Unaudited)
 
  Three Months Ended
January 31,
Nine Months Ended
January 31,
  2024 2023 2024 2023
Net loss - GAAP $ (2,530) $ (2,439) $ (7,167) $ (2,774)
Less:
Stock-based compensation 379  331  855  656 
Net Loss - Non-GAAP $ (2,151) $ (2,108) $ (6,312) $ (2,118)
  
Reconciliation of GAAP EPS to Non-GAAP EPS (Unaudited)
 
  Three Months Ended
January 31,
Nine Months Ended
January 31,
  2024 2023 2024 2023
EPS – GAAP, basic and diluted $ (0.19) $ (0.18) $ (0.53) $ (0.20)
Less:
Effect of stock-based compensation on EPS 0.03  0.02  0.06  0.05 
EPS - Non-GAAP, basic and diluted $ (0.16) $ (0.16) $ (0.47) $ (0.15)
 



Unaudited Condensed Consolidated Statements of Operations (unaudited)
  Three Months Ended
January 31,
Nine Months Ended
January 31,
  2024 2023 2024 2023
Oncology services revenue $ 12,019  $ 12,773  $ 36,153  $ 40,799 
Cost of oncology services 7,849  7,699  22,151  22,194 
Research and development 2,186  3,202  7,494  8,693 
Sales and marketing 1,797  1,761  5,288  5,153 
General and administrative 2,764  2,569  8,305  7,494 
Loss from operations (2,577) (2,458) (7,085) (2,735)
Other income (loss) 58  36  (33)
Loss before provision for income taxes (2,519) (2,422) (7,118) (2,726)
Provision for income taxes 11  17  49  48 
Net loss $ (2,530) $ (2,439) $ (7,167) $ (2,774)
Net loss per common share outstanding    
basic $ (0.19) $ (0.18) $ (0.53) $ (0.20)
and diluted $ (0.19) $ (0.18) $ (0.53) $ (0.20)
Weighted average common shares outstanding        
basic 13,593,758  13,558,642  13,538,480  13,532,990 
and diluted 13,593,758  13,558,642  13,538,480  13,532,990 
 



Condensed Consolidated Balance Sheets
 
January 31, 2024 April 30, 2023
(unaudited)
Cash and cash equivalents $ 4,468  $ 10,118 
Accounts receivable, net 7,895  8,011 
Other current assets 835  1,328 
Total current assets 13,198  19,457 
Operating lease right-of-use assets, net 6,536  7,318 
Property and equipment, net 6,533  7,186 
Other long term assets 185  15 
Goodwill 335  335 
Total assets $ 26,787  $ 34,311 
Accounts payable and accrued liabilities $ 7,186  $ 7,604 
Current portion of operating lease liabilities 1,305  1,208 
Other current liabilities 149  145 
Deferred revenue 13,329  12,776 
Total current liabilities 21,969  21,733 
Non-current operating lease liabilities 6,437  7,391 
Other Non-current Liability 439  551 
Total liabilities 28,845  29,675 
Stockholders’ equity (deficit) (2,058) 4,636 
Total liabilities and stockholders’ equity (deficit) $ 26,787  $ 34,311 
 



Unaudited Condensed Consolidated Statements of Cash Flows (unaudited)
 
Nine Months Ended
January 31,
  2024 2023
Cash flows from operating activities:    
Net loss $ (7,167) $ (2,774)
Adjustments to reconcile net loss to net cash provided by (used in) operations:    
Stock-based compensation expense 855  656 
Operating lease right-of use assets 781  817 
Depreciation and amortization expense 1,410  1,663 
Loss on disposal of equipment 81  — 
Allowance for doubtful accounts 314  83 
Changes in operating assets and liabilities (595) 4,219 
Net cash provided by (used in) operating activities (4,321) 4,664 
Cash flows from investing activities:
Purchases of property and equipment (947) (2,112)
Net cash used in investing activities: (947) (2,112)
Cash flows from financing activities:    
Repurchases of common stock (634) — 
Proceeds from the exercise of stock options 252  86 
Net cash provided by (used in) financing activities: (382) 86 
Net increase (decrease) in cash (5,650) 2,638 
Cash at beginning of period 10,118  9,007 
Cash at the end of period $ 4,468  $ 11,645