CHAMPIONS ONCOLOGY, INC. 10-Q

Item 1. Financial Statements CHAMPIONS ONCOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) January 31, 2022 April 30, 2021 (unaudited) ASSETS Current assets: Cash $ 8,701 $ 4,687 Accounts receivable, net 8,563 6,986 Prepaid expenses and other current assets 561 957 Total current assets 17,825 12,630 Operating lease right-of-use assets, net 8,418 8,521 Property and equipment, net 6,991 6,090 Other long-term assets 15 15 Goodwill 335 335 Total assets $ 33,584 $ 27,591 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 3,743 $ 1,894 Accrued liabilities 2,026 2,231 Current portion of operating lease liabilities 1,014 818 Other current liability 15 — Deferred revenue 8,701 6,256 Total current liabilities 15,499 11,199 Non-current operating lease liabilities 8,618 8,783 Other non-current liabilities 231 181 Total liabilities $ 24,348 $ 20,163 Stockholders’ equity: Common stock, $ .001 par value; 200,000,000 shares authorized; 13,517,941 and 13,414,066 shares issued and outstanding as of January 31, 2022 and April 30, 2021, respectively 14 13 Additional paid-in capital 80,860 79,945 Accumulated deficit ( 71,638 ) ( 72,530 ) Total stockholders’ equity 9,236 7,428 Total liabilities and stockholders’ equity $ 33,584 $ 27,591 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 4 CHAMPIONS ONCOLOGY, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in Thousands, Except Per Share Amounts) Three Months Ended January 31, Nine Months Ended January 31, 2022 2021 2022 2021 Oncology services revenue $ 13,193 $ 10,812 $ 36,232 $ 30,476 Costs and operating expenses: Cost of oncology services 6,406 4,623 17,411 15,603 Research and development 2,181 1,879 6,783 5,125 Sales and marketing 1,549 1,492 4,764 4,048 General and administrative 2,227 1,836 6,356 4,686 Total costs and operating expenses 12,363 9,830 35,314 29,462 Income from operations 830 982 918 1,014 Other income (expense), net ( 32 ) ( 8 ) 11 64 Income before provision for income taxes 798 974 929 1,078 Provision for income taxes 11 15 37 43 Net income $ 787 $ 959 $ 892 $ 1,035 Net income per common share outstanding basic $ 0.06 $ 0.07 $ 0.07 $ 0.08 and diluted $ 0.05 $ 0.07 $ 0.06 $ 0.07 Weighted average common shares outstanding basic 13,500,444 13,371,613 13,170,880 12,974,470 and diluted 14,387,009 14,507,155 14,178,082 14,510,280 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 5 CHAMPIONS ONCOLOGY, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Dollars in Thousands) Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity Shares Amount Balance April 30, 2021 13,414,066 $ 13 $ 79,945 $ ( 72,530 ) $ 7,428 Stock-based compensation — — 280 — 280 Issuance of common stock on exercise of stock options 1,000 — 2 — 2 Net loss — — — ( 172 ) ( 172 ) Balance July 31, 2021 13,415,066 $ 13 $ 80,227 $ ( 72,702 ) $ 7,538 Stock-based compensation — — 134 — 134 Issuance of common stock on exercise of stock options 81,078 1 121 — 122 Net income — — — 277 277 Balance October 31, 2021 13,496,144 $ 14 $ 80,482 $ ( 72,425 ) $ 8,071 Stock-based compensation — — 310 — 310 Issuance of common stock on exercise of stock options 21,797 — 68 — 68 Net income — — — 787 787 Balance January 31, 2022 13,517,941 $ 14 $ 80,860 $ ( 71,638 ) $ 9,236 Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity Shares Amount Balance April 30, 2020 12,726,728 $ 13 $ 77,978 $ ( 72,673 ) $ 5,318 Stock-based compensation — — 120 — 120 Issuance of common stock on exercise of stock options 1,160 — — — — Net income — — — 75 75 Balance July 31, 2020 12,727,888 $ 13 $ 78,098 $ ( 72,598 ) $ 5,513 Stock-based compensation — — 85 — 85 Issuance of common stock on exercise of stock options 640,657 — 1,294 — 1,294 Net income — — — 1 1 Balance October 31, 2020 13,368,545 $ 13 $ 79,477 $ ( 72,597 ) $ 6,893 Stock-based compensation — — 232 — 232 Issuance of common stock on exercise of stock options 21,627 — 2 — 2 Net income — — — 959 959 Balance January 31, 2021 13,390,172 $ 13 $ 79,711 $ ( 71,638 ) $ 8,086 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 6 CHAMPIONS ONCOLOGY, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) Nine Months Ended January 31, 2022 2021 Operating activities: Net income $ 892 $ 1,035 Adjustments to reconcile net income to net cash provided by operating activities: Stock-based compensation 724 437 Depreciation and amortization expense 1,059 881 Net gain on disposal of equipment ( 4 ) — Gain on termination of operating lease — ( 75 ) Operating lease right-of use assets 535 226 Provision for doubtful accounts 117 49 Changes in operating assets and liabilities: Accounts receivable ( 1,693 ) ( 1,401 ) Prepaid expenses and other current assets 397 ( 34 ) Accounts payable 1,772 ( 1,395 ) Accrued liabilities ( 205 ) ( 122 ) Other current liabilities 15 — Other non-current liabilities 50 3 Operating lease liabilities ( 403 ) ( 106 ) Deferred revenue 2,445 801 Net cash provided by operating activities 5,701 299 Investing activities: Purchase of property and equipment ( 1,878 ) ( 2,427 ) Refund of security deposit — 92 Net cash used in investing activities ( 1,878 ) ( 2,335 ) Financing activities: Proceeds from exercise of options 191 1,296 Finance lease payments — ( 173 ) Net cash provided by financing activities 191 1,123 Increase (decrease) in cash 4,014 ( 913 ) Cash at beginning of period 4,687 8,342 Cash at end of period $ 8,701 $ 7,429 Non-cash investing activities: Right-of-use assets obtained in exchange for operating lease liabilities $ 205 $ 3,872 Equipment acquired in accounts payable 79 — The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 7 CHAMPIONS ONCOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1. Organization, Use of Estimates and Basis of Presentation Champions Oncology, Inc. (the “Company”) is engaged in creating transformative technology solutions to be utilized in oncology drug discovery and development. This technology includes proprietary in-vivo, ex-vivo and biomarker platforms, unique oncology software solutions and computational-based discovery platforms. Utilizing its TumorGraft Technology Platform ("The Platform"), a comprehensive bank of unique, well characterized models, the Company provides select services to pharmaceutical and biotechnology companies seeking personalized approaches to drug development. By performing pharmacology studies to predict the efficacy of oncology drugs, the Company’s Platform facilitates drug discovery with lower costs and increased speed of drug development as well as increased adoption of existing drugs. The Company’s Software as a Service business is centered around a proprietary software platform and data tool, Lumin Bioinformatics ("Lumin”), which contains comprehensive information derived from our research services and clinical studies. Lumin leverages Champions’ large datacenter coupled with analytics and artificial intelligence to provide a robust tool for computational cancer research. Insights developed using Lumin can provide the basis for biomarker hypotheses, reveal potential mechanisms of therapeutic resistance, and guide the direction of additional preclinical evaluations. The Company’s drug discovery and development business leverages the computational and experimental capabilities within its platforms. Their discovery strategy utilizes our rich and unique datacenter, coupled with artificial intelligence and other advanced computational analytics, to identify novel therapeutic targets. The use of its proprietary experimental platforms is then deployed to rapidly validate these targets for further drug development efforts. The Company has three operating subsidiaries: Champions Oncology (Israel), Limited, Champions Biotechnology U.K., Limited, and Champions Oncology, S.R.L. (Italy). For the three and nine months ended January 31, 2022 and 2021, there were no revenues earned by these subsidiaries. The Company’s foreign subsidiaries functional currency is the U.S. dollar. Transaction gains and losses are recognized in earnings. The Company is subject to foreign exchange rate fluctuations in connection with the Company’s international operations. These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC. All significant intercompany transactions and accounts have been eliminated. Certain information related to the Company’s organization, significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States, or GAAP, has been condensed or omitted. The accounting policies followed in the preparation of these unaudited condensed consolidated financial statements are consistent with those followed in the Company’s annual consolidated financial statements for the year ended April 30, 2021, as filed on Form 10-K. In the opinion of management, these unaudited condensed consolidated financial statements contain all material adjustments necessary to fairly state our financial position, results of operations and cash flows for the periods presented and the presentations and disclosures herein are adequate when read in conjunction with the Company’s Annual Report on Form 10-K for the year ended April 30, 2021. The results of operations for the interim periods are not necessarily indicative of the results of operations for a full fiscal year. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 8 Note 2. Significant Accounting Policies Cash and Cash Equivalents The Company considers only those investments which are highly liquid, readily convertible to cash, and with original maturities of three months or less to be cash equivalents. As of January 31, 2022 and April 30, 2021 the Company had no cash equivalents. Liquidity The Company's liquidity needs have typically arisen from the funding of our research and development programs and the launch of new products, working capital requirements, and other strategic initiatives. In the past, these cash requirements have been met through cash on hand, working capital management, proceeds from certain private placements and public offerings of securities, and sales of products and services. For the nine months ended January 31, 2022, the Company had net income of approximately $ 892,000 and cash provided by operations of $ 5.7 million. As of January 31, 2022, the Company had an accumulated deficit of approximately $ 71.6 million, working capital of $ 2.3 million and cash of $ 8.7 million. The Company believes that cash on hand, together with expected net positive cash provided by operations for fiscal year 2022, are adequate to fund operations through at least 12 months from the filing of this 10-Q. However, should revenue expectations not materialize, the Company has cost reduction strategies that could be implemented without disrupting the business or restructuring the Company. Should the Company be required to raise additional capital, there can be no assurance that management would be successful in raising such capital on terms acceptable to us, if at all. Leases The Company accounts for its leases under Accounting Standards Codification ("ASC") Topic 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease, if applicable, or the Company’s incremental borrowing rate. As the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use ("ROU") asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. Earnings Per Share Basic net income or loss per share is computed by dividing the net income or loss for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing the net income or loss for the period by the weighted-average number of shares of common stock plus dilutive potential common stock considered outstanding during the period. Such dilutive shares consist of incremental shares that would be issued upon exercise of the Company’s common stock purchase warrants and stock options. 9 Three Months Ended January 31, Nine Months Ended January 31, 2022 2021 2022 2021 Basic and diluted net income per share computation (dollars in thousands): Net income attributable to common stockholders $ 787 $ 959 $ 892 $ 1,035 Weighted Average common shares – basic 13,500,444 13,371,613 13,170,880 12,974,470 Basic net income per share $ 0.06 $ 0.07 $ 0.07 $ 0.08 Diluted income per share computation: Net income attributable to common stockholders $ 787 $ 959 $ 892 $ 1,035 Net income available to common stockholders $ 787 $ 959 $ 892 $ 1,035 Weighted Average common shares 13,500,444 13,371,613 13,170,880 12,974,470 Incremental shares from assumed exercise of stock options 886,565 1,135,542 1,007,202 1,535,810 Adjusted weighted average share – diluted 14,387,009 14,507,155 14,178,082 14,510,280 Diluted net income per share $ 0.05 $ 0.07 $ 0.06 $ 0.07 The following table reflects the total potential share-based instruments outstanding at January 31, 2022 and 2021 that could have an effect on the future computation of dilution per common share, had their effect not been anti-dilutive: January 31, 2022 2021 Total common stock equivalents 1,681,448 1,693,312 Income Taxes Deferred income taxes have been provided to show the effect of temporary differences between the recognition of expenses for financial and income tax reporting purposes and between the tax basis of assets and liabilities, and their reported amounts in the consolidated financial statements. In assessing the realizability of deferred tax assets, the Company assesses the likelihood that deferred tax assets will be recovered through tax planning strategies or from future taxable income, and to the extent that recovery is not likely or there is insufficient earnings history, a valuation allowance is established. The Company's ability to utilize net operating loss (“NOL”) carryforwards to offset future taxable income would be limited if the Company had undergone or were to undergo an “ownership change” within the meaning of Section 382 of the Internal Revenue Code (the “IRC”). The Company adjusts the valuation allowance in the period management determines it is more likely than not that deferred tax assets will or will not be realized. Changes in valuation allowances from period to period are included in the tax provision in the period of change. As of January 31, 2022 and April 30, 2021, the Company provided a valuation allowance for all net deferred tax assets, as recovery is not more likely than not based on an insufficient history of earnings. Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the consolidated financial statements. Tax positions include, but are not limited to, the following: • An allocation or shift of income between taxing jurisdictions; • The characterization of income or a decision to exclude reportable taxable income in a tax return; or • A decision to classify a transaction, entity or other position in a tax return as tax exempt. The Company reflects tax benefits only if it is more likely than not that the Company will be able to sustain the tax position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. The Company recorded $ 181,000 of liabilities related to uncertain tax positions relative to one of its foreign operations as of January 31, 2022 and April 30, 2021. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company accrued $ 3,000 for interest and penalties on its consolidated balance sheets as of January 31, 2022 and April 30, 2021. The Company did no t recognize interest or penalties on its consolidated statements of operations during the three or nine- 10 month periods ended January 31, 2022 and 2021. The Company does no t anticipate unrecognized tax benefits will be recorded during the next 12 months. The provision for income taxes for the three months ended January 31, 2022 and 2021 was $ 11,000 and $ 15,000 , respectively, and for the nine months ended January 31, 2022 and 2021 was $ 37,000 and $ 43,000 , respectively, mainly attributable to taxable income earned in Israel relating to transfer pricing. Revenue Recognition The Company recognizes revenue in accordance with "ASC 606", Revenue from Contracts with Customers. The objective of the standard is to establish a single comprehensive revenue recognition model that is designed to create greater comparability of financial statements across industries and jurisdictions. Under this standard, companies recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services. All revenue is generated from contracts with customers. The Company's arrangements are service type contracts that mainly have a duration of less than a year. The Company recognizes revenue when control of these services is transferred to the customer in an amount, referred to as the transaction price, that reflects the consideration to which the Company is expected to be entitled in exchange for those services. The Company determines revenue recognition utilizing the following five steps: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract (promised goods or services that are distinct), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations, and (5) recognition of revenue when, or as, the Company transfers control of the product or service for each performance obligation. The Company records revenues net of any tax assessments by governmental authorities, such as value added taxes, that are imposed on and concurrent with specific revenue generating transactions. Pharmacology Study and Other Services The Company generally enters into contracts with customers to provide oncology services with payments based on fixed-fee arrangements. At contract inception, the Company assesses the services promised in the contracts with customers to identify the performance obligations in the arrangement. The Company's fixed-fee arrangements for oncology services are considered a single performance obligation because the Company provides a highly-integrated service. The Company recognizes revenue over time using a progress-based input method since there is no single output measure that would fairly depict the transfer of control over the life of the performance obligation. Revenue is recognized for the single performance obligation over time due to the Company's right to payment for work performed to date and the performance does not create an asset with an alternative use. The Company recognizes revenue as portions of the overall performance obligation are completed as this best depicts the progress of the performance obligation. Incremental Costs of Obtaining a Contract (Sales Commissions) Under ASC 606, the costs of obtaining a contract can be expensed immediately, rather than capitalized and amortized, if the amortization period is one year or shorter. Sales commissions for the Company represent contract costs with a term of one year or less. Therefore, under ASC 606, the Company elected the practical expedient to expense these costs as incurred. Variable Consideration In some cases, contracts provide for variable consideration that is contingent upon the occurrence of uncertain future events, such as the success of the initial performance obligation. Variable consideration is estimated at the expected value or at the most likely amount depending on the type of consideration. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The estimate of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of its anticipated performance and all information (historical, current and forecasted) that is reasonably available to the Company. Trade Receivables, Unbilled Services and Deferred Revenue In general, billings and payments are established by contractual provisions including predetermined payment schedules, which may or may not correspond to the timing of the transfer of control of the Company's services under the contract. In general, the Company's intention in its invoicing (payment terms) is to maintain cash neutrality over the life of the contract. 11 Upfront payments, when they occur, are intended to cover certain expenses the Company incurs at the beginning of the contract. Neither the Company nor its customers view such upfront payments and contracted payment schedules as a means of financing. Unbilled services primarily arise from the timing of payment terms and when an input method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. Deferred revenue consists of unearned payments received in excess of revenue recognized. As the contracted services are subsequently performed and the associated revenue is recognized, the deferred revenue balance is reduced by the amount of the revenue recognized during the period. Deferred revenue is classified as a current liability on the condensed consolidated balance sheet as the Company expects to recognize the associated revenue in less than one year. Accounting Pronouncements Being Evaluated In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, "Financial Instruments - Credit Losses". This update requires immediate recognition of management’s estimates of current expected credit losses ("CECL"). Under the prior model, losses were recognized only as they were incurred. The new model is applicable to all financial instruments that are not accounted for at fair value through net income. The standard is effective for fiscal years beginning after December 15, 2022 for public entities qualifying as small reporting companies. Early adoption is permitted. The Company is currently assessing the impact of this update on our consolidated financial statements and do not anticipate a significant impact. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The ASU enhances and simplifies various aspects of the income tax accounting guidance in ASC Topic 740 and removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The Company adopted this ASU on May 1, 2021 and it did not have an impact on the Company's consolidated financial statements. Note 3. Accounts Receivable, Unbilled Services and Deferred Revenue Accounts receivable and unbilled services were as follows (in thousands): January 31, 2022 April 30, 2021 Accounts receivable $ 4,858 $ 4,304 Unbilled services 4,160 3,020 Total accounts receivable and unbilled services 9,018 7,324 Less allowance for doubtful accounts ( 455 ) ( 338 ) Total accounts receivable, net $ 8,563 $ 6,986 Deferred revenue was as follows (in thousands): January 31, 2022 April 30, 2021 Deferred revenue $ 8,701 $ 6,256 Deferred revenue is shown as a current liability on the Company's condensed consolidated balance sheets. Note 4. Revenue from Contracts with Customers Oncology Services Revenue The Company recognizes revenue in accordance with ASC 606, Revenue Recognition - Revenue from Customers. The majority of the Company's revenue arrangements are service contracts that are complete within a year or less. There are a few contracts that range in duration between 1 and 3 years. Substantially all of the Company's performance obligations, and associated revenue, are transferred to the customer over time. Most of the Company's contracts can be terminated by the 12 customer without cause. In the event of termination, the Company's contracts provide that the customer pay the Company for services rendered through the termination date. The Company generally receives compensation based on a predetermined invoicing schedule relating to specific milestones for that contract. In addition, in certain instances a customer contract may include forms of variable consideration such as performance increases or other provisions that can increase or decrease the transaction price. This variable consideration is generally awarded upon achievement of certain performance metrics. For the purposes of revenue recognition, variable consideration is assessed on a contract-by-contract basis and the amount to be recorded is estimated based on the assessment of the Company's anticipated performance and consideration of all information that is reasonably available. Variable consideration is recognized as revenue if and when it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved in the future. Amendments to contracts are common. The Company evaluates each amendment which meets the criteria of a contract modification under ASC 606. Each modification is further evaluated to determine whether the contract modification should be accounted for as a separate contract or as a continuation of the original agreement. The Company accounts for amendments as a separate contract if they meet the criteria under ASC 606-10-25-12. Other TOS (Translational Oncology Solutions) revenue represents additional services provided to the Company's pharmaceutical and biotechnology customers, specifically flow cytometry services and SaaS provided via our Lumin Bioinformatics software. Revenues from one pharmaceutical services and Other TOS revenue customer represent approximately 11 % and 10 % of the company’s total consolidated revenues for the three months ended January 31, 2022 and 2021, respectively, and 14 % and 10 % of the company's total consolidated revenue for the nine months ended January 31, 2022 and 2021, respectively. The following tables represents disaggregated revenue for the three and nine months ended January 31, 2022 and 2021: Three Months Ended January 31, Nine Months Ended January 31, 2022 2021 2022 2021 Pharmacology services $ 12,622 $ 10,745 $ 34,468 $ 30,199 Other TOS revenue 546 62 1,715 122 Personalized oncology services 25 5 49 155 Total oncology services revenue $ 13,193 $ 10,812 $ 36,232 $ 30,476 Contract Balances Contract assets include unbilled amounts typically resulting from revenue recognized in excess of the amounts billed to the customer for which the right to payment is subject to factors other than the passage of time. These amounts may not exceed their net realizable value. Contract assets are classified as current. Contract liabilities consist of customer payments received in advance of performance and billings in excess of revenue recognized, net of revenue recognized from the balance at the beginning of the period. Contract assets and liabilities are presented on the balance sheet on a net contract-by-contract basis at the end of each reporting period. Note 5. Property and Equipment Property and equipment is recorded at cost and primarily consists of laboratory equipment, furniture and fixtures, and computer equipment and software. Depreciation and amortization is calculated on a straight-line basis over the estimated useful lives of the various assets ranging from three to nine years . Property and equipment consisted of the following (table in thousands): 13 January 31, 2022 April 30, 2021 Furniture and fixtures $ 246 $ 246 Computer equipment and software 1,595 1,461 Capitalized software development costs 1,888 484 Laboratory equipment 8,090 6,640 Assets in progress 68 1,211 Leasehold improvements 112 4 Total property and equipment 11,999 10,046 Less: Accumulated depreciation and amortization ( 5,008 ) ( 3,956 ) Property and equipment, net $ 6,991 $ 6,090 Depreciation and amortization expense was $ 396,000 and $ 279,000 for the three months ended January 31, 2022 and 2021, respectively. Depreciation and amortization expense, excluding expense recorded under the finance lease, was $ 1.1 million and $ 757,000 for the nine months ended January 31, 2022 and 2021, respectively. As of January 31, 2022 and April 30, 2021, property, plant and equipment included gross assets held under finance leases of $ 343,000 . Related depreciation expense was approximately $ 0 and $ 18,000 for the three months ended January 31, 2022 and 2021, respectively, and approximately $ 0 and $ 124,000 for the nine months ended January 31, 2022 and 2021, respectively. Capitalized software development costs under a hosting arrangement The Company accounts for the cost of computer software obtained or developed for internal use as well as the software development and implementation costs associated with a hosting arrangement ("internal-use software") that is a service contract in accordance and with ASC 350, Intangibles - Goodwill and Other ("ASC-350"). We capitalize certain costs in the development of our internal-use software when the preliminary project stage is completed and it is probable that the project itself will be completed and the software will perform as intended. These capitalized costs include personnel and related expenses for employees and costs of third-party consultants who are directly associated with and who devote time to these internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for significant upgrades, increased functionality, and enhancements to the Company's internal-use software solutions are also capitalized. Costs incurred for training, maintenance, and minor modifications are expensed as incurred. Capitalized software development costs are amortized using the straight-line method over an estimated useful economic life of three years . The Company capitalizes development and implementation costs, in accordance with ASC-350, for its Lumin platform. Lumin is the Company's oncology data-driven software program and data tool which is classified as Software as a Service (SaaS). These capitalized costs represent salaries, including direct payroll-related costs, certain software development consultant expenses and molecular sequencing programming costs incurred in the engineering and coding of the software development. During the first quarter of fiscal 2021, the initial version of the Lumin platform was launched, at which time initial capitalization ceased and amortization commenced. Lumin was placed into service as of July 31, 2020 in the gross asset amount of $ 484,000 . During the second quarter of fiscal 2021 and through the third quarter of fiscal 2022, the Company continued to develop increased functionality, expand product design and usability, and add enhancements and significant upgrades to the Lumin platform. In accordance with accounting guidance, these costs were capitalized. This developmental work did not render the initial released version to be obsolete or diminished in value but, rather, added to the base level functionality of the existing platform. During the development period, capitalized costs were placed into assets in progress. During the third quarter of fiscal 2022, these capitalized costs were placed into service as the enhanced version was launched and made available for sale. The total cost of the enhanced Lumin asset placed into service during the three months ended January 31, 2022 was $ 1.4 million, bringing the total capitalized gross asset investment to $ 1.9 million. Amortization expense related to this asset was $ 79,000 and $ 40,000 for the three months ended January 31, 2022 and 2021, respectively, and $ 160,000 and $ 93,000 for the nine months ended January 31, 2022 and 2021, respectively. 14 Finance Lease In December 2019, the Company entered into a finance lease for laboratory equipment. The lease had costs of approximately $ 231,000 , at inception, through November 2020. The lease term expired December 2020. Depreciation and amortization expense related to this finance lease was zero and $ 53,000 for the three months ended January 31, 2022 and 2021, respectively, and zero and $ 106,000 for the nine-months ended January 31, 2022 and 2021, respectively. As of January 31, 2022 the asset has been fully depreciated and book value is nil . Note 6. Share-Based Payments The Company has in place a 2021 Equity Incentive Plan, 2010 Equity Incentive Plan and 2008 Equity Incentive Plan. In general, these plans provide for stock-based compensation in the form of (i) Non-statutory Stock Options; (ii) Restricted Stock Awards; and (iii) Stock Appreciation Rights to the Company’s employees, directors and non-employees. The plans also provide for limits on the aggregate number of shares that may be granted, the term of grants and the strike price of option awards. Stock-based compensation expense was recognized as follows (table in thousands): Three Months Ended January 31, Nine Months Ended January 31, 2022 2021 2022 2021 General and administrative $ 223 $ 149 $ 442 $ 206 Sales and marketing 53 51 149 148 Research and development 3 7 17 16 Cost of oncology services 31 25 116 67 Total stock-based compensation expense $ 310 $ 232 $ 724 $ 437 Stock Option Grants Black-Scholes assumptions used to calculate the fair value of options granted during the three and nine months ended January 31, 2022 and 2021 were as follows: Three Months Ended January 31, Nine Months Ended January 31, 2022 2021 2022 2021 Expected term in years 6 3 6 3 - 6 Risk-free interest rates 1.11 %- 1.20 % 0.12 % 0.82 %- 1.20 % 0.12 %- 0.39 % Volatility 64.37 %- 64.62 % 74.98 % 64.37 %- 66.21 % 72.64 %- 74.98 % Dividend yield — % — % — % — % The weighted average fair value of stock options granted during the three months ended January 31, 2022 and 2021 was $ 5.80 , respectively, and, $ 5.56 and $ 5.08 for the nine months ended January 31, 2022 and 2021, respectively. The Company’s stock options activity for the nine months ended January 31, 2022 was a s follows: 15 Directors and Employees Non- Employees Total Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding, April 30, 2021 1,618,231 35,415 1,653,646 $ 3.96 5.42 $ 11,384,000 Granted 155,552 10,500 166,052 9.44 9.59 Exercised ( 103,875 ) — ( 103,875 ) 2.24 Forfeited ( 20,500 ) — ( 20,500 ) 7.14 Canceled ( 8,875 ) — ( 8,875 ) 4.83 Expired — ( 5,000 ) ( 5,000 ) 9.60 Outstanding, January 31, 2022 1,640,533 40,915 1,681,448 4.54 5.22 $ 6,611,000 Vested and expected to vest as of January 31, 2022 1,640,533 40,915 1,681,448 4.54 5.22 $ 6,611,000 Exercisable as of January 31, 2022 1,288,349 4,584 1,292,933 3.77 4.31 $ 6,057,000 Note 7. Leases Operating Leases The Company currently leases certain office equipment and its office and laboratory facilities under non-cancelable operating leases. Rent expense for operating leases is recognized on a straight-line basis over the lease term from the lease commencement date through the scheduled expiration date. Rent expenses totaled $ 469,000 and $ 314,000 for the three months ended January 31, 2022 and 2021, respectively and $ 1.4 million and $ 942,000 for the nine months ended January 31, 2022 and 2021, respectively. The Company considers its facilities adequate for its current operational needs. The Company leases the following facilities: • One University Plaza, Suite 307, Hackensack, New Jersey 07601, which, since November 2011, serves as the Company’s corporate headquarters. The current lease expires in November 2026. The Company recognized $ 24,000 of rental costs relative to this lease for three months ended January 31, 2022 and 2021, and $ 70,000 and $ 67,000 the nine months ended January 31, 2022 and 2021, respectively. • 1330 Piccard Drive Suite 025, Rockville, MD 20850, which consists of laboratory and office space where the Company conducts operations related to its primary service offerings. The Company executed this lease (the "Original Premises") on January 11, 2017. The operating commencement date was August 11, 2017. This lease was originally set to expire in August 2028. ◦ On March 30, 2020, the Company executed the first amendment to this lease to expand the existing premises at 1330 Piccard Drive, Suite 025 ("Expansion Premises") to add on Suites 050 and 104. This amendment also extended the current lease term by six months . The Expansion Premises operating lease commencement date was June 1, 2020 and, under the amendment, both leases expire February 28, 2029. ◦ The Company evaluated the first amendment and also performed a reassessment of the existing lease for Suite 025 to determine the impact of the six-month term extension. As a result of this assessment, the Company recognized an additional operating ROU asset and related operating lease liability for Suite 025 of $ 118,000 and $ 125,000 , respectively, as well as an incremental net rent expense of $ 8,000 during the three months ended July 31, 2020. ◦ Upon the Expansion Premises operating lease commencement date (June 1, 2020), the Company recognized an operating ROU asset and related operating lease liability for Suites 050 and 104 of $ 3.8 million, each, respectively. 16 ◦ For the leases related to the Original and Expansion Premises at Piccard Drive, the Company recognized $ 292,000 and $ 290,000 of rental expense for the three months ended January 31, 2022 and 2021, respectively, and $ 881,000 and $ 832,000 for the nine months ended January 31, 2022 and 2021, respectively. ◦ On December 22, 2020, the Company executed the second amendment to this lease to expand the existing premises at 1330 Piccard Drive, Suites 025, 050, and 104 ("Additional Expansion Premises") to add on Suite 201. The Additional Expansion Premises operating lease commencement date is April 1, 2021 and, under the second amendment, reaffirms that all three leases expire February 28, 2029. ◦ Upon the Additional Expansion Premises operating lease commencement date (April 1, 2021), the Company recognized an operating ROU asset and related operating lease liability for Suite 201 of $ 3.3 million, each, respectively. ◦ The Company recognized $ 130,000 and zero of rental expense for the three months ended January 31, 2022 and 2021, respectively, and $ 390,000 and zero of rental expense for the nine months ended January 31, 2022 and 2021, respectively, for the Additional Expansion Premises. • 1405 Research Boulevard, Suite 125, Rockville, Maryland 20850 (“New Location”), which consisted of laboratory and office space where the Company conducted operations related to its primary service offerings. The Company executed this lease on November 1, 2018. The operating commencement date was January 17, 2019. This lease was set to expire in April 2024. The Company terminated this lease on June 30, 2020 and transitioned its activities from this location to the Expansion Premises, as defined above, during the first quarter of fiscal 2021. Upon lease termination, the Company recognized a decrease in the related operating ROU asset and operating lease liability of approximately $ 850,000 and $ 926,000 , respectively, as well as a gain on lease termination of $ 75,000 . For the three month period ended January 31, 2022 and 2021 there was zero rent expense. The Company recognized zero and $ 43,000 of rental expense for the nine months ended January 31, 2022 and 2021, respectively. • VIA LEONE XIII, 14, Milan, Italy, which consists of laboratory and office space where the Company has begun to conduct operations related to its flow cytometry service offerings. The Company executed the lease for its laboratory space in June 2021, and commenced occupancy during the three months ended October 31, 2021. The Company executed the lease for its office space on October 1, 2021. ◦ The Company recognized an operating ROU asset and related operating lease liability for the lab and office space of $ 205,000 each, respectively. ◦ The Company recognized rental costs associated with these leases of $ 23,000 and zero for the three months ended January 31, 2022 and 2021, respectively, and $ 58,000 and zero for the nine months ended January 31, 2022 and 2021, respectively. ROU assets and lease liabilities related to our current operating leases are as follows (in thousands): January 31, 2022 April 30, 2021 Operating lease right-of-use assets, net $ 8,418 $ 8,521 Current portion of operating lease liabilities 1,014 818 Non-current portion of operating lease liabilities 8,618 8,783 As of January 31, 2022, the weighted average remaining operating lease term and the weighted average discount rate were 6.91 years and 5.73 %, respectively. Future minimum lease payments due each fiscal year as follows (in thousands): Remainder of 2022 $ 672 2023 2,743 2024 2,811 2025 2,850 2026 2,897 Thereafter 8,024 Total $ 19,997 Refer to Note 5, Property and Equipment, for information on financing leases. 17 Note 8. Related Party Transactions Related party transactions include transactions between the Company and its shareholders, management, or affiliates. The following transactions were in the normal course of operations and were measured and recorded at the exchange amount, which is the amount of consideration established and agreed to by the parties. Consulting Services During the three months ended January 31, 2022 and 2021, the Company paid an affiliate of a board member $ 9,000 and $ 12,000 , respectively, for consulting services unrelated to his duty as a board member. During the nine months ended January 31, 2022 and 2021, the Company paid this same affiliate $ 27,000 and $ 45,000 , respectively, for consulting services unrelated to his duty as a board member. During the three months ended January 31, 2022 and 2021, the Company paid an affiliate of another board member $ 341 and $ 3,900 , respectively, for consulting services unrelated to their duties as a board member. During the nine months ended January 31, 2022 and 2021, the Company paid this same affiliate $ 5,460 and $ 13,400 , respectively, for consulting services unrelated to his duty as a board member. As of January 31, 2022, $ 3,000 was due to these related parties. Note 9. Commitments and Contingencies Legal Matters The Company is not currently party to any legal matters to its knowledge. The Company is not aware of any other matters that would have a material impact on the Company’s financial position or results of operations. Registration Payment Arrangements The Company has entered into an Amended and Restated Registration Rights Agreement in connection with the March 2015 Private Placement. This Amended and Restated Registration Rights Agreement contains provisions that may call for the Company to pay penalties in certain circumstances. This registration payment arrangement primarily relates to the Company’s ability to file a registration statement within a particular time period, have a registration statement declared effective within a particular time period and to maintain the effectiveness of the registration statement for a particular time period. The Company has not accrued any liquidated damages associated with the Amended and Restated Registration Right Agreement as the Company has filed the required registration statement and anticipates continued compliance with the agreement. Royalties The Company contracts with third-party vendors to license tumor samples for development into PDX models and use in our TOS business. These types of arrangements have an upfront fee ranging from nil to $ 10,000 per tumor sample depending on the successful growth of the tumor model and ability to develop them into a sellable product. The upfront costs are expensed as incurred. In addition, under certain agreements, for a limited period of time, the Company is subject to royalty payments if the licensed tumor models are used for sale in our TOS business, ranging from 2 % to 20 % of the contract price after recouping certain initiation costs. Some of these arrangements also set forth an annual minimum royalty due regardless of tumor models used for sale. For the nine months ended January 31, 2022 and the year ended April 30, 2021, we have paid or accrued approximately $ 286,000 and $ 127,000 related to these royalty arrangements, respectively. For the three months ended January 31, 2022, and 2021, we have paid or accrued approximately $ 87,000 and $ 32,000 , respectively, related to these royalty arrangements.