What changed in this filing

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Item 1. Financial Statements

2025-03-17 compared with 2024-12-16 · 99 added, 92 removed, 399 unchanged (32% of the section changed)

29 unchanged sentences

13,825,903 and 13,714,099 shares issued;

and 13,698,903 and 13,593,766 outstanding as of October 31, 2024 and April 30, 2024, respectively

and 13,705,570 and 13,593,766 outstanding as of January 31, 2025 and April 30, 2024, respectively

Treasury stock, at cost ( 708 ) ( 708 )

8 unchanged sentences

Three Months Ended

October 31, Six Months Ended

January 31, Nine Months Ended

2025 2024 2025 2024

Oncology services revenue $ 13,489 $ 11,573 $ 27,550 $ 24,134

Oncology revenue $ 17,039 $ 12,019 $ 44,589 $ 36,153

Costs and operating expenses:

Cost of oncology services 7,428 6,618 14,500 14,302

Cost of oncology revenue 6,617 7,849 21,118 22,151

Research and development 1,719 2,186 4,862 7,494

31 unchanged sentences

Balance October 31, 2024 13,819,236 $ 14 120,333 $ ( 708 ) $ 83,927 $ ( 82,552 ) $ 681

Stock-based compensation — — — — 256 — 256

Issuance of common stock on exercise of stock options 6,667 — — — 37 — 37

Net income — — — — — 4,495 4,495

Balance January 31, 2025 13,825,903 $ 14 120,333 ( 708 ) $ 84,220 $ ( 78,057 ) $ 5,469

Common Stock Treasury Stock Additional

14 unchanged sentences

Balance October 31, 2023 13,593,766 $ 14 120,333 ( 708 ) $ 82,741 $ ( 81,954 ) $ 93

Stock-based compensation — — — — 379 — 379

Net loss — — — — — ( 2,530 ) ( 2,530 )

Balance January 31, 2024 13,593,766 $ 14 120,333 ( 708 ) $ 83,120 $ ( 84,484 ) $ ( 2,058 )

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

2 unchanged sentences

(Dollars in Thousands)

Six Months Ended

Nine Months Ended

Operating activities:

5 unchanged sentences

Operating lease right-of use assets 881 782

Allowance for doubtful accounts and reversal of provision for credit losses ( 280 ) 234

Allowance for doubtful accounts and net reversal of provision for estimated credit losses ( 320 ) 314

Changes in operating assets and liabilities:

18 unchanged sentences

Cash at end of period $ 3,202 $ 4,468

Non-cash investing activities:

Equipment purchased in accounts payable $ 428 $ —

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

9 unchanged sentences

(Italy), and Corellia A.I.

For the three and six months ended October 31, 2024 and 2023, there were no revenues earned by these subsidiaries.

For the three and nine months ended January 31, 2025 and 2024, there were no revenues earned by these subsidiaries.

The Company’s functional currency for its foreign subsidiaries is the U.S.

13 unchanged sentences

Significant Accounting Policies

The significant accounting policies used in the preparation of these condensed consolidated financial statements are disclosed in our 2024 Annual Report and there have been no changes to the Company's significant accounting policies during the six months ended October 31, 2024.

Liquidity and Going Concern

3 unchanged sentences

The Company has experienced negative operating cash flows and has incurred substantial operating losses from its activities, until recently.

The Company also has a working capital deficit and an accumulated deficit of $ 4.8 million and $ 82.6 million, respectively, as of October 31, 2024.

The Company also has a working capital deficit and an accumulated deficit of $ 173,000 and $ 78.1 million, respectively, as of January 31, 2025.

While the Company believes it has strategies to continue to increase revenues and reduce costs which can be implemented without disrupting the business or completely restructuring the Company, there can be no assurances that these efforts will be successful.

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.

The Company's liquidity needs have typically arisen from the funding of our research and development programs and the launch of new products and services, working capital requirements, and other strategic initiatives.

Most recently, the Company has met these cash requirements through cash on hand, working capital management, and sales of products and services.

8 unchanged sentences

The following table reflects these calculations.

As of October 31, 2023, all of the Company's potential common stock was considered anti-dilutive due to the Company's net losses in the related period.

For the three and nine months ended January 31, 2024, all of the Company's potential common stock was considered anti-dilutive due to the Company's net losses in these periods.

Three Months Ended

October 31, Six Months Ended October 31,

January 31, Nine Months Ended January 31,

(Dollars in Thousands) 2025 2024 2025 2024

9 unchanged sentences

Diluted net income (loss) per share $ 0.31 $ ( 0.19 ) $ 0.46 $ ( 0.53 )

The following table reflects the total potential common stock instruments outstanding at October 31, 2024 and 2023 including those that could have an effect on the future computation of dilution per common share, had their effect not been anti-dilutive.

The following table reflects the total potential common stock instruments outstanding at January 31, 2025 and 2024 including those that could have an effect on the future computation of dilution per common share, had their effect not been anti-dilutive.

Total common stock equivalents 499,480 1,903,747

4 unchanged sentences

Changes in valuation allowances from period to period are included in the tax provision in the period of change.

As of October 31, 2024 and April 30, 2024, the Company provided a valuation allowance for all net deferred tax assets as it is more likely than not that the assets will not be recovered based on an insufficient history of earnings.

As of January 31, 2025 and April 30, 2024, the Company provided a valuation allowance for all net deferred tax assets as it is more likely than not that the assets will not be recovered based on an insufficient history of earnings.

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 October 31, 2024 and April 30, 2024.

The Company recorded $ 181,000 of liabilities related to uncertain tax positions relative to one of its foreign operations as of January 31, 2025 and April 30, 2024.

The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense.

The Company did no t recognize interest or penalties on its consolidated statements of operations during the three or six month periods ended October 31, 2024 and 2023.

The Company did no t recognize interest or penalties on its consolidated statements of operations during the three or nine month periods ended January 31, 2025 and 2024.

The Company does no t anticipate unrecognized tax benefits will be recorded during the next 12 months.

The provision for income taxes for both the three months ended October 31, 2024 and 2023 was $ 11,000 .

The provision for income taxes for the six months ended October 31, 2024 and 2023 was $ 31,000 and $ 39,000 , respectively.

The provision is

mainly attributable to taxable income earned in Israel and/or Italy relating to transfer pricing, and U.S.

The provision for income taxes for the three months ended January 31, 2025 and 2024 was $ 23,000 and $ 11,000 , respectively.

The provision for income taxes for the nine months ended January 31, 2025 and 2024 was $ 54,000 and $ 49,000 ,

respectively.

The provision is mainly attributable to taxable income earned in Israel and/or Italy relating to transfer pricing, and U.S.

state income taxes for which net operating losses are limited.

25 unchanged sentences

The Company recognizes revenue as portions of the overall performance obligation are completed as this best depicts the progress of the performance obligation.

License Revenue

The Company also enters into contracts to provide access to certain Patient Derived Xenograft ("PDX") model data via a license agreement with payments based on a fixed-fee arrangement.

The Company's current data licenses contain a single performance obligation of delivering access to the data license.

The Company recognizes this license revenue up-front, at a point in time, when the performance obligation is satisfied with the delivery of the data.

Incremental Costs of Obtaining a Contract (Sales Commissions)

6 unchanged sentences

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.

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

20 unchanged sentences

The ASU is effective retrospectively for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is in the process of evaluating the impact that the adoption of this ASU will have on its financial statements and related disclosures, which is not expected to be material.

In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures" (Subtopic 220-40) "Disaggregation of Income Statement Expenses".

The Company is in the process of completing the assessment of the impact that the adoption of this ASU will have on its financial statements and will include the related disclosure for the fiscal year ending April 30, 2025 in its next Annual Report.

In November 2024 and January 2025, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures" (Subtopic 220-40) "Disaggregation of Income Statement Expenses" and ASU 2025-01 "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures" (Subtopic 220-40):

Clarifying the Effective Date".

The new guidance is intended to enhance transparency and disclosures by requiring public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

The ASU is effective for annual reporting periods after December 15, 2026, and for interim reporting periods beginning December 15, 2027, with early adoption permitted.

The ASU is effective for the first annual reporting periods after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is in the process of evaluating the impact that the adoption of this ASU will have on its financial statements and related disclosures, which is not expected to be material.

1 unchanged sentence

Accounts receivable and unbilled services were as follows (in thousands)

October 31, 2024 April 30, 2024 May 1, 2023

January 31, 2025 April 30, 2024 May 1, 2023

Accounts receivable $ 10,976 $ 4,886 $ 3,843

1 unchanged sentence

Total accounts receivable and unbilled services 16,763 10,827 8,836

Allowances for credit losses and bad debt ( 1,021 ) ( 1,301 ) ( 825 )

Allowances for doubtful accounts and estimated credit losses ( 981 ) ( 1,301 ) ( 825 )

Total accounts receivable, net $ 15,782 $ 9,526 $ 8,011

Allowances for credit losses and bad debt were as follows:

Allowances for doubtful accounts and estimated credit losses were as follows:

Beginning balance April 30, 2024 $ 1,301

Provision for credit losses and bad debt —

Reversal of provision for credit losses and bad debt, net ( 209 )

Provision for credit losses and doubtful accounts 16

Reversal of provision for credit losses and doubtful accounts, net ( 209 )

Reversal for amounts subsequently collected ( 71 )

Ending balance October 31, 2024 $ 1,021

Write offs ( 56 )

Ending balance January 31, 2025 $ 981

Deferred revenue was as follows (in thousands):

October 31, 2024 April 30, 2024 May 1, 2023

January 31, 2025 April 30, 2024 May 1, 2023

Deferred revenue $ 10,922 $ 12,094 $ 12,776

Revenue from Contracts with Customers

Oncology Services Revenue

The following table represents disaggregated revenue for the three and six months ended October 31, 2024 and 2023:

Oncology Revenue

The following table represents disaggregated revenue for the three and nine months ended January 31, 2025 and 2024:

Three Months Ended

October 31, Six Months Ended October 31,

January 31, Nine Months Ended January 31,

2025 2024 2025 2024

Pharmacology services $ 11,670 $ 11,184 $ 37,237 $ 33,919

TOS license revenue 4,500 — 4,500 —

Other TOS revenue 869 835 2,852 2,216

Personalized oncology services — — — 18

Total oncology services revenue $ 13,489 $ 11,573 $ 27,550 $ 24,134

Other Translational Oncology Solutions ("TOS") revenue represents additional services provided to the Company's pharmaceutical and biotechnology customers, specifically flow cytometry services and software-as-a-service ("SaaS") provided via our Lumin Bioinformatics software ("Lumin").

Total oncology revenue $ 17,039 $ 12,019 $ 44,589 $ 36,153

Translational Oncology Solutions ("TOS") license revenue represents revenue from the sale of a license to access certain of the Company's PDX data.

Other TOS revenue represents additional services provided to the Company's pharmaceutical and biotechnology customers, specifically flow cytometry services and software-as-a-service ("SaaS") provided via our Lumin Bioinformatics software ("Lumin").

Property and Equipment

Property and equipment is recorded at cost and primarily consists of laboratory equipment, computer equipment and software, capitalized software development costs, and furniture and fixtures.

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 .

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):

9 unchanged sentences

Property and equipment, net $ 5,040 $ 5,721

Depreciation and amortization expense was $ 399,000 and $ 484,000 for the three months ended October 31, 2024 and 2023, respectively.

Depreciation and amortization expense, excluding expense recorded under finance leases, was $ 362,000 and $ 448,000 for the three months ended October 31, 2024 and 2023, respectively.

Depreciation and amortization expense was $ 848,000 and $ 929,000 for the six months ended October 31, 2024 and 2023, respectively.

Depreciation and amortization expense, excluding expense recorded under finance leases, was $ 774,000 and $ 857,000 for the six months ended October 31, 2024 and 2023, respectively.

As of October 31, 2024 and April 30, 2024, property, plant and equipment included gross assets held under finance leases of $ 1.0 million.

Related depreciation expense was approximately $ 37,000 and $ 36,000 for the three months ended October 31, 2024 and 2023, respectively.

Related depreciation expense was approximately $ 74,000 and $ 72,000 for the six months ended October 31, 2024 and 2023, respectively.

Depreciation and amortization expense was $ 398,000 and $ 481,000 for the three months ended January 31, 2025 and 2024, respectively.

Depreciation and amortization expense, excluding expense recorded under finance leases, was $ 360,000 and $ 445,000 for the three months ended January 31, 2025 and 2024, respectively.

Depreciation and amortization expense was $ 1.2 million and $ 1.4 million for the nine months ended January 31, 2025 and 2024, respectively.

Depreciation and amortization expense, excluding expense recorded under finance leases, was $ 1.1 million and $ 1.3 million for the nine months ended January 31, 2025 and 2024, respectively.

As of January 31, 2025 and April 30, 2024, property, plant and equipment included gross assets held under finance leases of $ 1.0 million.

Related depreciation expense was approximately $ 38,000 and $ 36,000 for the three months ended January 31, 2025 and 2024, respectively.

Related depreciation expense was approximately $ 112,000 and $ 108,000 for the nine months ended January 31, 2025 and 2024, respectively.

Capitalized Software Development Costs Under a Hosting Arrangement

11 unchanged sentences

The present value of the minimum future obligations of $ 368,000 was calculated based on an interest rate of 3.5 %.

Depreciation and amortization expense related to this finance lease was $ 18,000 and $ 17,600 for the three months ended October 31, 2024 and 2023, respectively, and $ 36,000 and $ 35,000 for the six months ended 2024 and 2023, respectively.

Depreciation and amortization expense related to this finance lease was $ 18,400 and $ 17,800 for the three months ended January 31, 2025 and 2024, respectively, and $ 55,000 and $ 52,800 for the nine months ended January 31, 2025 and 2024, respectively.

During fiscal year 2022, the Company recognized a finance lease for laboratory equipment.

1 unchanged sentence

Cash payments for this lease are in the form of consideration for purchasing lab supplies under a purchase commitment agreement.

At the commencement of the commitment, the present value of the minimum future obligations of $ 370,000 was

calculated based on an interest rate of 3.25 %.

Depreciation and amortization expense related to this finance lease was $ 19,000 and $ 18,500 for the three months ended October 31, 2024 and 2023, respectively, and $ 38,000 and $ 36,900 for the six months ended 2024 and 2023, respectively.

At the commencement of the commitment, the present value of the minimum future obligations of $ 370,000 was calculated based on an interest rate of 3.25 %.

Depreciation and amortization expense related to this finance lease was $ 19,300 and $ 18,700 for the three months ended January 31, 2025 and 2024, respectively, and $ 57,000 and $ 55,600 for the nine months ended January 31, 2025 and 2024, respectively.

The liabilities related to these finance leases are classified under other current liability and other non-current liabilities on the Company's balance sheet.

1 unchanged sentence

Financing lease assets (lab equipment) and lease liabilities related to our current financing leases are as follows (in thousands):

October 31, 2024 April 30, 2024

January 31, 2025 April 30, 2024

Financing lease net asset $ 258 $ 370

10 unchanged sentences

Three Months Ended

October 31, Six Months Ended

January 31, Nine Months Ended

2025 2024 2025 2024

2 unchanged sentences

Research and development 2 5 9 17

Cost of oncology services 50 — 79 162

Cost of oncology revenue 14 29 93 191

Total stock-based compensation expense $ 256 $ 379 $ 523 $ 855

9 unchanged sentences

Total stock awards under the 2021 Equity Plan shall not exceed 2 million shares of common stock.

Options and Stock Appreciation Rights expire no later than ten years from the date of grant and the awards vest

as determined by the Company's Board of Directors.

Options and Stock Appreciation Rights expire no later than ten years from the date of grant and the awards vest as determined by the Company's Board of Directors.

Options and Stock Appreciation Rights have a strike price not less than 100 % of the fair market value of the common stock subject to the option or right at the date of grant.

As of October 31, 2024, approximately 1.3 million shares were available for issue under this plan.

As of January 31, 2025, approximately 1.2 million shares were available for issue under this plan.

Stock Option Grants

Black-Scholes assumptions used to calculate the fair value of options granted during the three and six months ended October 31, 2024 and 2023 were as follows:

Black-Scholes assumptions used to calculate the fair value of options granted during the three and nine months ended January 31, 2025 and 2024 were as follows:

Three Months Ended

October 31, Six Months Ended

January 31, Nine Months Ended

2025 2024 2025 2024

7 unchanged sentences

Dividend yield — % — % — % — %

The weighted average fair value of stock options granted during the three months ended October 31, 2024 and 2023 was $ 2.48 and $ 4.02 , respectively.

The weighted average fair value of stock options granted during the six months ended October 31, 2024 and 2023 was $ 2.49 and $ 3.95 , respectively.

The Company’s stock options activity for the six months ended October 31, 2024 was a s follows:

The weighted average fair value of stock options granted during the three months ended January 31, 2025 and 2024 was $ 2.64 and $ 3.41 , respectively.

The weighted average fair value of stock options granted during the nine months ended January 31, 2025 and 2024 was $ 2.58 and $ 3.77 , respectively.

The Company’s stock options activity for the nine months ended January 31, 2025 was a s follows:

Employees Non-

8 unchanged sentences

Expired ( 36,666 ) — ( 36,666 ) 5.43

Outstanding, October 31, 2024 1,667,779 36,331 1,704,110 4.96 4.8 $ 1,275,000

Vested and expected to vest as of October 31, 2024 1,667,779 36,331 1,704,110 4.96 4.8 $ 1,275,000

Exercisable as of October 31, 2024 1,566,097 3,750 1,569,847 4.94 4.4 $ 1,275,000

Outstanding, January 31, 2025 1,797,776 36,331 1,834,107 $ 4.91 5.1 $ 11,196,000

Vested and expected to vest as of January 31, 2025 1,797,776 36,331 1,834,107 $ 4.91 5.1 $ 11,196,000

Exercisable as of January 31, 2025 1,561,755 5,625 1,567,380 $ 4.92 4.4 $ 9,571,000

Share Repurchase Program

4 unchanged sentences

The program does not obligate the Company to acquire a minimum number of shares.

As of October 31, 2024, the Company had

purchased 120,333 shares of its common stock, at an average price of $ 5.73 per share, totaling approximately $ 708,000 and leaving an available balance of approximately $ 4.3 million authorized by the Board for use in the program as of that date.

As of January 31, 2025, the Company had purchased 120,333 shares of its common stock, at an average price of $ 5.73 per share, totaling approximately $ 708,000 and leaving an available balance of approximately $ 4.3 million authorized by the Board for use in the program as of that date.

The last purchase was made during fiscal year 2024.

The Company accounts for its leases under FASB ASC Topic 842, Leases.

6 unchanged sentences

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 expense totaled $ 454,000 for the three months ended October 31, 2024 and 2023.

Rent expense totaled $ 907,000 for the six months ended October 31, 2024 and 2023.

Rent expense totaled $ 453,000 and $ 454,000 for the three months ended January 31, 2025 and 2024, respectively.

Rent expense totaled $ 1.4 million for the nine months ended January 31, 2025 and 2024, respectively.

The Company considers its facilities adequate for its current operational needs.

2 unchanged sentences

The lease expires in November 2026.

The Company recognized $ 19,000 of rent expense relative to this lease for both the three months ended October 31, 2024 and 2023.

The Company recognized $ 38,000 of rent expense relative to this lease for both the six months ended October 31, 2024 and 2023.

The Company recognized $ 17,000 and $ 19,000 of rent expense relative to this lease for the three months ended January 31, 2025 and 2024, respectively.

The Company recognized $ 55,000 and $ 57,000 of rent expense relative to this lease for the nine months ended January 31, 2025 and 2024, 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.

3 unchanged sentences

This lease expires in February 2029.

The Company recognized $ 422,000 and $ 423,000 of rent expense relative to this lease for the three months ended October 31, 2024 and 2023, respectively.

The Company recognized $ 843,000 and $ 846,000 of rent expense relative to this lease for the six months ended October 31, 2024 and 2023, respectively.

The Company recognized $ 422,000 and $ 423,000 of rent expense relative to this lease for the three months ended January 31, 2025 and 2024, respectively.

The Company recognized $ 1.3 million of rent expense relative to this lease for both the nine months ended January 31, 2025 and 2024, respectively.

• VIA LEONE XIII, 14, Milan, Italy, which consists of laboratory and office space where the Company conducts operations related to its flow cytometry service offerings.

2 unchanged sentences

The lease expires October 31, 2028 and it replaces the previous two leases, which were terminated during fiscal year 2023.

The Company recognized $ 13,000 of rent expense relative to its current lease for both the three months ended October 31, 2024 and 2023.

The Company recognized $ 25,000 and $ 26,000 of rent expense relative to this lease for the six months ended October 31, 2024 and 2023, respectively.

The Company recognized $ 13,000 of rent expense relative to its current lease for both the three months ended January 31, 2025 and 2024.

The Company recognized $ 38,000 of rent expense relative to this lease for both the nine months ended January 31, 2025 and 2024, respectively.

ROU assets and lease liabilities related to our current operating leases are as follows (in thousands):

October 31, 2024 April 30, 2024

January 31, 2025 April 30, 2024

Operating lease right-of-use assets, net

2 unchanged sentences

Non-current portion of operating lease liabilities 5,003 6,093

As of October 31, 2024, the weighted average remaining operating lease term and the weighted average discount rate were 4.24 years and 5.88 %, respectively.

As of October 31, 2023, the weighted average remaining operating lease term and the weighted average discount rate were 5.22 years and 5.87 %, respectively.

As of January 31, 2025, the weighted average remaining operating lease term and the weighted average discount rate were 4.00 years and 5.88 %, respectively.

As of January 31, 2024, the weighted average remaining operating lease term and the weighted average discount rate were 4.98 years and 5.88 %, respectively.

Future minimum lease payments due each fiscal year as follows (in thousands):

3 unchanged sentences

Present value of minimum lease payments $ 6,437

The composition of total lease cost for three and six months ended October 31, 2024 and 2023 were as follows (in thousands):

Three Months Ended October 31, Six Months Ended October 31,

The composition of total lease cost for three and nine months ended January 31, 2025 and 2024 were as follows (in thousands):

Three Months Ended January 31, Nine Months Ended January 31,

2025 2024 2025 2024

9 unchanged sentences

Consulting Services

During the three months ended October 31, 2024 and 2023, the Company recognized $ 6,000 and $ 9,000 , respectively, for consulting services provided by an affiliate of a Board member, unrelated to his duty as a Board member.

During the six months ended October 31, 2024 and 2023, the Company recognized $ 15,000 and $ 18,000 , respectively, for consulting services provided by an affiliate of a Board member, unrelated to his duty as a Board member.

During the three months ended January 31, 2025 and 2024, the Company recognized $ 0 and $ 9,000 , respectively, for consulting services provided by an affiliate of a Board member, unrelated to his duty as a Board member.

During the nine months ended January 31, 2025 and 2024, the Company recognized $ 12,000 and $ 27,000 , respectively, for consulting services provided by an affiliate of a Board member, unrelated to his duty as a Board member.

Such amounts are included in general and administrative expenses in the accompanying condensed consolidated statements of operations.

As of October 31, 2024, $ 3,000 was due to this related party.

As of January 31, 2025, $ 0 was due to this related party.

Commitments and Contingencies

2 unchanged sentences

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.

The Company contracts with third-party vendors to license tumor samples for development into Patient Derived Xenograft (PDX) models and use in our pharmacology TOS business.

The Company contracts with third-party vendors to license tumor samples for development into PDX models and use in our pharmacology TOS business.

These types of arrangements have an upfront fee ranging from nil to $ 30,000 per tumor sample depending on the successful growth of the tumor model and ability to develop them into a sellable product.

2 unchanged sentences

Some of these arrangements also set forth an annual minimum royalty due regardless of tumor models used for sale.

For the three months ended October 31, 2024 and 2023, we have recognized approximately $ 104,000 and $ 53,200 , respectively, in expense related to these royalty arrangements.

For the six months ended October 31, 2024 and 2023, we have recognized approximately $ 185,000 and $ 126,200 , respectively, in expense related to these royalty arrangements.

Subsequent Events

In December 2024, the Company executed a licensing agreement under which the Company will license and provide access to certain of its PDX data in exchange for approximately $ 5.0 million.

Within the agreement, the customer has the option to license additional data and models for an another $ 3.0 million.

For the three months ended January 31, 2025 and 2024, we have recognized approximately $ 117,000 and $ 114,000 , respectively, in expense related to these royalty arrangements.

For the nine months ended January 31, 2025 and 2024, we have recognized approximately $ 302,000 and $ 240,000 , respectively, in expense related to these royalty arrangements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements