What changed in this filing

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Item 9A. Controls and Procedures

2025-07-23 compared with 2024-07-19 · 218 added, 258 removed, 617 unchanged (44% of the section changed)

29 unchanged sentences

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report:

Financial Statements

2 unchanged sentences

Consolidated Statements of Operations F-4

Consolidated Statement of Changes in Stockholders' (Deficiency) Equity F-5

Consolidated Statement of Changes in Stockholders' Equity (Deficiency) F-5

Consolidated Statements of Cash Flows F-6

3 unchanged sentences

Exhibits required to be filed by Item 601 of Regulation S-K.

3.1 Amended and Restated Articles of Incorporation (incorporated by reference to Appendix A to the Company’s Information Statement on Schedule 14C filed March 7, 2011)

3.1.1 Certificate of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K filed April 28, 2015)

3.2 Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 9, 2017)

4.1 Description of Registered Securities (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed July 28, 2020)

10.1 Employment Agreement, dated November 5, 2013, between the Company and Ronnie Morris, M.D.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed November 12, 2013) ***

10.2 Amendment to Employment Agreement, dated March 16, 2015, between the Company and Ronnie Morris (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed March 20, 2015) ***

10.3 Offer letter dated June 3, 2013 between the Company and David Miller (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 3, 2013) ***

10.4 2010 Equity Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive Information Statement on Schedule 14C filed March 7, 2011) ***

10.5 Form of Note Purchase Agreement, dated December 1, 2014, between the Company and each of Joel Ackerman and Ronnie Morris (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 5, 2014)

10.6 Form of Convertible Promissory Note, dated December 1, 2014, issued to each of Joel Ackerman and Ronnie Morris in connection with the Note Purchase Agreement, dated December 1, 2014 between the Company and each of Joel Ackerman and Ronnie Morris incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 5, 2014)

10.7 Amendment No.

1 to Convertible Promissory Note, dated December 1, 2014 issued to Joel Ackerman in connection with the Note Purchase Agreement, dated December , 2014, between the Company and each of Joel Ackerman and Ronnie Morris (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 2, 2015)

10.8 Amendment No.

1 to Convertible Promissory Note, dated December 1, 2014 issued to Ronnie Morris in connection with the Note Purchase Agreement, dated December , 2014, between the Company and each of Joel Ackerman and Ronnie Morris (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 2, 2015)

10.9 Amended and Restated 2011 Securities Purchase Agreement, dated March 13, 2015, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 17, 2015)

10.10 Form of warrant issued to each person or entities that are signatories to the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 30, 2013)

10.11 Amendment No.

1 to warrants, dated March 13, 2015, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed March 17, 2015)

10.12 Amended and Restated 2013 Securities Purchase Agreement, dated March 13, 2015, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 17, 2015)

10.13 Form of warrant issued to each person or entities that are signatories to the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 30, 2013)

10.14 Amendment No.

1 to warrants, dated March 13, 2015, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed March 17, 2015)

10.15 Put Right Agreement, dated January 29, 2014, between the Company and each of Joel Ackerman and Ronnie Morris (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 6, 2014)

10.16 Securities Purchase Agreement, dated March 11, 2015, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 12, 2015)

10.17 Amended and Restated Registration Rights Agreement, dated March 13, 2015, between the Company and each person or entities that are signatories to (i) the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature page thereto, (ii) the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature page thereto, and (iii) the Securities Purchase Agreement, dated March 11, 2015, between the Company.

And each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 17, 2015)

10.18 Form of Investor Warrant issued to each person or entities that are signatories to the Securities Purchase Agreement, dated March 11, 2015, between the Company and each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 17, 2015)

10.19 Option Exchange Agreement, dated March 16, 2015, between the Company and Joel Ackerman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 20, 2015)

10.20 Option Exchange Agreement, dated March 16, 2015, between the Company and Ronnie Morris (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 20, 2015)

10.21 Option Exchange Agreement, dated March 16, 2015, between the Company and David Miller (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 20, 2015)

14 Code of Ethics (incorporated by reference to Exhibit 14 of the April 30, 2008 Form 10-KSB)

21 List of Subsidiaries

23.1 Consent of Independent Registered Public Accounting Firm*

31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*

31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*

32.1 Section 1350 Certifications**

101.INS* XBRL Instance Document.

101.SCH* XBRL Taxonomy Extension Schema Document.

101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB* XBRL Taxonomy Extension Label Linkbase Document.

101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document.

___________________________

* Filed herewith

** Furnished hereto.

*** Management contract or compensatory plan or arrangement.

We hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index.

Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov.

Form 10-K Summary

Not Required.

Pursuant to the requirements of Section 13 or 15(d) 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.

July 19, 2024 /s/ RONNIE MORRIS

Ronnie Morris

Chief Executive Officer

(principal executive officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ RONNIE MORRIS Chief Executive Officer and Director July 19, 2024

Ronnie Morris (principal executive officer)

/s/ DAVID MILLER Chief Financial Officer July 19, 2024

David Miller (principal financial and accounting officer)

/s/ JOEL ACKERMAN Director, July 19, 2024

Joel Ackerman Chairman of the Board of Directors

/s/ DAVID SIDRANSKY Director July 19, 2024

David Sidransky

/s/ ROBERT BRAININ Director July 19, 2024

Robert Brainin

TOBIN Director July 19, 2024

/s/ DANIEL MENDELSON Director July 19, 2024

Daniel Mendelson

/s/ PHILIP BREITFELD Director July 19, 2024

Philip Breitfeld

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders' (Deficiency) Equity

Consolidated Statements of Changes in Stockholders' Equity (Deficiency)

Consolidated Statements of Cash Flows

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of Champions Oncology, Inc.

and Subsidiaries (the “Company") as of April 30, 2024 and 2023, and the related consolidated statements of operations, stockholders’ (deficiency) equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”).

and Subsidiaries (the “Company”) as of April 30, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity (deficiency), and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of April 30, 2025 and 2024, and the consolidated results of their operations and their cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has experienced net losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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Revenue Recognition

As described further in Note 2 to the consolidated financial statements, revenues are primarily derived from contracts with customers to provide pharmacology services with payments based on fixed fee arrangements.

The Company recognizes revenue over time using a progress-based input method that depicts 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.

Customer payments may be made in advance or on a schedule in the statement of work (“SOW”) unrelated to when revenue is recognized resulting in deferred revenue.

The determination of the progress as the overall performance obligation is being completed is based on the worked performed in accordance with the SOW and requires management estimates.

Pharmacology services revenues for the years ended April 30, 2024 and 2023 were approximately $47.0 million and $50.7 million, respectively.

Pharmacology deferred revenue as of April 30, 2024 and 2023 was approximately $12.0 million and $12.7 million, respectively.

We identified the accounting for revenue and the related deferred revenue recognized over time as a critical audit matter due to the complexity and subjectivity of management’s estimate of the progress towards completion of its projects.

This in turn led to a high degree of auditor judgement and subjectivity and significant audit effort was required in performing procedures to evaluate management’s determination of the project completion progress, related costs incurred and deferred revenue.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

We obtained an understanding and evaluated the design of controls relating to the Company's revenue recognition and deferred revenue.

Our audit procedures related to the recognition of revenue over time and deferred revenue included the following procedures, among others, (i) testing the Company’s estimates of project progress by evaluating the appropriate SOW and customer correspondence documentation, (ii) testing the significant assumptions used to develop the estimates of project progress pursuant to the SOW and (iii) testing completeness and accuracy of the underlying data.

As described further in Note 2 to the financial statements, revenues are primarily derived from contracts with customers to provide pharmacology services with payments based on fixed fee arrangements.

During the year ended April 30, 2025, the Company recorded $4.5 million of license revenue from a first-time contract for the sale of a license to access certain of the Company's PDX data.

We identified the assessment of the accounting for the new license agreement as a critical audit matter due to the complexity in assessing the revenue contract, which requires management to interpret and apply complex terms of the agreements and the appropriate accounting guidance.

As such, there was a high degree of auditor judgement and subjectivity, and significant audit effort was required in performing procedures to evaluate management’s conclusions and determination of the amounts to be recognized.

Addressing the critical audit matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures included, among others, (i) obtaining an understanding of and

evaluating the design of controls related to revenue recognition;

(ii) obtaining the agreement and evaluating the terms and conditions of the agreement and assessing the reasonableness of management’s interpretation and application of the appropriate accounting guidance;

and (iii) performing substantive testing over the recognition of the revenue including the determination of the transaction price, allocation of the price and fulfillment of the performance obligation.

/s/ EisnerAmper LLP

1 unchanged sentence

EISNERAMPER LLP

West Palm Beach, Florida

Iselin, New Jersey

July 23, 2025

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Total assets $ 32,344 $ 26,132

AND STOCKHOLDERS' EQUITY

AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:

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Total liabilities $ 28,572 $ 28,035

Stockholders' (deficiency) equity:

Stockholders' equity (deficiency):

Common stock, $ .001 par value;

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Accumulated deficit ( 79,892 ) ( 84,593 )

Total stockholders' (deficiency) equity ( 1,903 ) 4,636

Total liabilities and stockholders' (deficiency) equity $ 26,132 34,311

Total stockholders' equity (deficiency) 3,772 ( 1,903 )

Total liabilities and stockholders' equity (deficiency) $ 32,344 26,132

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

3 unchanged sentences

Year Ended April 30,

Oncology services revenue $ 50,155 $ 53,870

Oncology revenue $ 56,944 $ 50,155

Costs and operating expenses:

Cost of oncology services 29,401 29,532

Cost of oncology revenue 28,389 29,401

Research and development 6,825 9,544

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Loss on disposal of equipment 293 435

Asset impairment — 807

Total costs and operating expenses 52,391 57,511

Loss from operations ( 7,356 ) ( 5,256 )

Income (loss) from operations 4,553 ( 7,356 )

Other income (expense):

Other income (expense), net 48 ( 11 )

Loss before income tax expense ( 7,308 ) ( 5,267 )

(Benefit) provision for income tax ( 32 ) 68

Net loss $ ( 7,276 ) $ ( 5,335 )

Net loss per common share outstanding

basic and diluted $ ( 0.54 ) $ ( 0.39 )

Other income, net 73 48

Income (loss) before income tax expense 4,626 ( 7,308 )

Benefit for income tax ( 75 ) ( 32 )

Net income (loss) $ 4,701 $ ( 7,276 )

Net income (loss) per common share outstanding

basic $ 0.34 $ ( 0.54 )

diluted $ 0.33 $ ( 0.54 )

Weighted average common shares outstanding

basic and diluted 13,547,604 13,541,559

basic 13,659,786 13,547,604

diluted 14,266,781 13,547,604

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

3 unchanged sentences

Stockholders'

(Deficiency) Equity

Equity (Deficiency)

Common Stock Treasury Stock Additional

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Issuance of common stock on exercise of stock options 183,404 — — — 320 — 320

Repurchase of common stock — — 105,911 ( 634 ) — — ( 634 )

Net loss — — — — — ( 7,276 ) ( 7,276 )

Net income — — — — — 4,701 4,701

Balance, April 30, 2025 13,897,503 $ 14 120,333 $ ( 708 ) $ 84,358 $ ( 79,892 ) $ 3,772

5 unchanged sentences

Operating activities:

Net loss $ ( 7,276 ) $ ( 5,335 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Net income (loss) $ 4,701 $ ( 7,276 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Stock-based compensation expense 654 1,118

1 unchanged sentence

Net loss on disposal of equipment 293 435

Decrease in uncertain tax position ( 181 ) —

Operating lease right-of-use assets 1,172 1,066

Asset impairment — 807

Allowance for doubtful accounts and estimated credit losses 476 195

Allowance and estimated credit losses ( 272 ) 476

Changes in operating assets and liabilities:

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Deferred revenue 3,349 ( 683 )

Net cash (used in) provided by operating activities ( 6,137 ) 3,972

Net cash provided by (used in) operating activities 7,386 ( 6,137 )

Investing activities:

5 unchanged sentences

Finance lease payments ( 150 ) ( 146 )

Net cash (used in) provided by financing activities ( 527 ) 11

(Decrease) increase in cash ( 7,500 ) 1,111

Net cash provided by (used in) financing activities 170 ( 527 )

Increase (decrease) in cash 7,167 ( 7,500 )

Cash, beginning of year 2,618 10,118

Cash, end of year $ 9,785 $ 2,618

Non-cash financing and investing activities:

Purchased equipment under finance lease — 368

Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 231

Non-cash investing activities:

Equipment purchased in accounts payable 197 —

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

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(the “Company”), is engaged in drug discovery and development through data-driven research strategies and innovative pharmacology, biomarker and data platforms.

The Company’s TumorGraft Technology Platform is an approach to personalizing cancer care based upon the implantation of human tumors in immune-deficient mice.

The Company’s TumorGraft Technology Platform ("the "Platform”), a comprehensive Bank of unique, well characterized "Patient Derived XenoGrafts" (PDX) models, is an approach to personalizing cancer care based upon the implantation of human tumors in immune-deficient mice.

The Company provides a technology platform to pharmaceutical and biotechnology companies using proprietary TumorGraft studies, which the Company believes may be predictive of how drugs may perform in clinical settings.

Utilizing the TumorGraft Technology Platform (the "Platform"), a comprehensive Bank of unique, well characterized "Patient Derived XenoGrafts" (PDX) models, the Company offers multiple services to pharmaceutical and biotechnology companies seeking personalized approaches to drug development.

Utilizing the Platform, the Company offers multiple services to pharmaceutical and biotechnology companies seeking personalized approaches to drug development.

By performing studies to predict the efficacy of oncology drugs, our Platform is designed to facilitate drug discovery with lower costs and increased speed of drug development as well as increased adoption of existing drugs.

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The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Significant estimates include, among other things, accounts receivable realization, revenue recognition, valuation allowance for deferred tax assets, recoverability of capitalized software development costs, and stock-based compensation and warrant assumptions.

We base our estimates on historical experience, our observance of trends in particular areas and information or valuations and various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources.

3 unchanged sentences

As of April 30, 2025 and 2024, the Company had cash balances of $ 9.8 million and $ 2.6 million, respectively, and no cash equivalents.

The Company maintains its cash balances in three major financial institutions.

The Company maintains its cash balances in three major financial institutions which exceed federally insured limits.

The Company regularly monitors the financial stability of these financial institutions and believes that it is not exposed to any significant credit risk in its cash.

If any liquidity and/or financial stability concerns arise with respect to

If any liquidity and/or financial stability concerns arise with respect to banks and financial institutions, either nationally or in specific regions, the Company's ability to access cash or enter into new financing arrangements may be threatened, which could have a material adverse effect on its business, financial condition and results of operations.

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

banks and financial institutions, either nationally or in specific regions, the Company's ability to access cash or enter into new financing arrangements may be threatened, which could have a material adverse effect on its business, financial condition and results of operations.

Liquidity and Going Concern

In accordance with Accounting Standards Codification ("ASC") Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are issued.

As required under ASC 205-40, management’s evaluation should initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

In performing this evaluation, we concluded that under the standards of ASC 205-40 the following conditions raised substantial doubt about our ability to continue as a going concern:

• a history of net losses, including a net loss of $ 7.3 million for the year ending April 30 2024;

• cash used in operations of $ 6.1 million for the year ended April 30, 2024;

• working capital deficit of $ 7.9 million as of April 30, 2024;

• an accumulated deficit of $ 84.6 million.

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.

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

In the past, the Company has also received proceeds from certain private placements and public offerings of our securities.

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

Should the Company be required to raise additional capital or seek to obtain financing, there can be no assurance that management would be successful in raising such capital or obtaining such financing on terms acceptable to us, if at all.

The accompanying financial statements do not include any adjustments that might result from these uncertainties.

Our 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, we have met these cash requirements through our cash on hand, working capital management, proceeds from certain private placements and public offerings of our securities, and sales of products and services.

For the year ended April 30, 2025, the Company had net income of approximately $ 4.7 million, an accumulated deficit of approximately $ 79.9 million, negative working capital of $ 1.5 million and cash of $ 9.8 million.

Despite the negative working capital, we believe that our cash on hand, together with expected cash flows from operations, are adequate to fund operations through at least August 2026.

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.

The carrying value of cash, accounts receivable, prepaid expenses, and other current assets, accounts payable, and accrued liabilities approximate their fair value based on the liquidity or the short-term maturities of these instruments.

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Property and Equipment

Property and equipment is recorded at cost and primarily consists of laboratory equipment, furniture and fixtures, computer hardware and software, and internally developed software.

Property and equipment is recorded at cost and primarily consists of laboratory equipment, furniture and fixtures, computer hardware and software, leasehold improvements, and internally developed software.

Assets in progress include equipment or software not yet placed in service.

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The Company accounts for its leases under Financial Accounting Standards Board ("FASB") ASC Topic 842, Leases ("ASC 842").

Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

recorded on the consolidated balance sheet as both a right-of-use ("ROU") asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate.

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 ("ROU") asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease 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 commencement date in determining the present value of lease payments.

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The Company uses estimates of future cash flows over the remaining useful life of a long- lived asset or asset group to determine the recoverability of the asset.

These estimates only include the net cash flows directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the asset or asset group.

For the year ending April 30, 2023, the Company recognized an impairment loss of $ 807,000 for its Lumin Bioinformatics platform ("Lumin") resulting from a recoverability analysis performed at that date.

The net book value of Lumin at April 30, 2023 was zero .

The Company did no t recognized any impairment losses for the Company’s long-lived assets for the year ending April 30, 2024.

These estimates only include the net cash flows directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the asset or asset

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company did no t recognize any impairment losses for the Company’s long-lived assets for the years ended April 30, 2025 and 2024 .

Refer to Note 4, "Property and Equipment".

3 unchanged sentences

(1) a significant adverse change in legal factors, market conditions, or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator.

When evaluating goodwill for impairment, we may first perform an assessment qualitatively whether it is more likely than not that a reporting unit’s carrying amount exceeds its fair value, referred to as a “step zero” approach.

When evaluating goodwill for impairment, the Company may first perform an assessment qualitatively whether it is more likely than not that a reporting unit’s carrying amount exceeds its fair value, referred to as a “step zero” approach.

Subsequently (if necessary after step zero), an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying value.

Under FASB's Accounting Standards Update ("ASU") 2014-02, Topic 350, "Intangibles—Goodwill and Other" goodwill impairment is measured as the excess of the carrying amount of the reporting unit over its fair value.

The Company assesses goodwill impairment by reporting unit.

Translational Oncology Solutions ("TOS") is the only reporting unit with remaining goodwill.

Judgments regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance of the businesses.

Future events, including but not limited to continued declines in economic activity, loss of contracts or a significant number of customers, or a rapid increase in costs or capital expenditures, could cause us to conclude that impairment indicators exist and that goodwill is impaired.

Future events, including but not limited to continued declines in economic activity, loss of contracts or a significant number of customers, or a rapid increase in costs or capital expenditures, could cause the Company to conclude that impairment indicators exist and that goodwill is impaired.

For the years ended April 30, 2025 and 2024, the Company's annual assessment did no t result in any impairment indicators.

Deferred Revenue

Deferred revenue represents payments received in advance of products to be delivered or services to be performed.

When products are delivered and/or services are performed, deferred revenue is recognized as earned.

Revenue related to deferred revenue is expected to be recognized within one year.

Other Non-Current Liabilities

Other non-current liabilities represent amounts for uncertain tax positions relating to one of our foreign entities and a financing lease of laboratory equipment in exchange for a lab supplies purchasing commitment.

Cost of Oncology Services

Cost of oncology services relates primarily to our TOS business unit.

TOS costs consist of direct costs related to laboratory supplies, mice purchases, and maintenance costs for studies completed internally as well as charges from Contract Research

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Organizations for studies handled externally.

Cost of Oncology Revenue

Cost of oncology revenue consists of direct costs related to laboratory supplies, mice purchases, and maintenance costs for studies completed internally as well as charges from Contract Research Organizations for studies handled externally.

Indirect costs include salaries and other payroll related costs of compensation for personnel directly engaged in providing TOS products and services.

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Diluted net income per share is computed by dividing the net income 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.

Such dilutive shares consist of incremental shares that would be issued upon exercise of the Company’s common stock options.

Dilutive earnings per share is not presented when it would be antidilutive to do so.

5 unchanged sentences

These assumptions are based on historical information and management judgment.

The risk-free interest rate used is based on the United States treasury security rate with a term consistent with the expected term of the award at the time of the grant.

The risk-free interest rate used is based on the United States

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

treasury security rate with a term consistent with the expected term of the award at the time of the grant.

Since the Company has limited option exercise history, it has generally elected to estimate the expected life of an award based upon the Securities and Exchange Commission-approved “simplified method” noted under the provisions of Staff Accounting Bulletin No.

2 unchanged sentences

The Company does not anticipate paying a dividend, and therefore, no expected dividend yield was used.

Forfeitures are accounted for as they occur.

The Company expenses stock-based payments over the period that the awards are expected to vest.

7 unchanged sentences

As of April 30, 2025 and 2024, 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.

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company reflects tax benefits only if it is more likely than not that we 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.

As of April 30, 2024 and 2023, the Company has recorded $ 181,000 of liabilities related to uncertain tax positions relative to one of its foreign operations.

As of April 30, 2025 and 2024, the Company has recorded $ 0 and $ 181,000 , respectively, of liabilities related to uncertain tax positions relative to one of its foreign operations.

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

The Company accrued $ 0 for any additional interest and or penalties on the Company’s consolidated statements of operations for the years ended April 30, 2024 and 2023, respectively, as the Company believes its recorded liability for uncertain tax positions covers any potential interest and/or penalties.

The Company accrued $ 0 for any additional interest and or penalties on the Company’s consolidated statements of operations for the years ended April 30, 2025 and 2024, respectively, as the Company believes its recorded liability for uncertain tax positions, if applicable, covers any potential interest and/or penalties.

The Company reversed the liability for uncertain tax positions as of April 30, 2025 due to the expiration of the statute of limitations.

The Company does not anticipate any significant unrecognized tax benefits to be recorded during the next 12 months.

For the years ended April 30, 2024 and 2023, the Company recognized a benefit for income taxes of $ 32,000 and a provision for income taxes of $ 68,000 , respectively.

For the years ended April 30, 2025 and 2024, the Company recognized a benefit for income taxes of $ 75,000 and $ 32,000 , respectively.

These amounts are mainly attributable to taxable income earned in Israel and Italy relating to transfer pricing, U.S.

state net operating loss limitations and, in fiscal 2024, net of a return to provision adjustment in Israel of $ 95,000 .

state net operating loss limitations, a $ 181,000 reversal of an uncertain tax liability in Israel in fiscal 2025, and a return to provision adjustment benefit in Israel of $ 95,000 in fiscal 2024.

Revenue Recognition

7 unchanged sentences

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.

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The majority of the Company's revenue arrangements are service contracts that are completed within a year or less.

14 unchanged sentences

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.

The Company recognizes revenue as portions of the overall performance obligation are completed as this best depicts the progress toward the complete satisfaction 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)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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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

Accounts 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.

7 unchanged sentences

Deferred revenue is classified as a current liability on the consolidated balance sheet as the Company expects to recognize the associated revenue in less than one year.

Accounting Pronouncements Adopted

In June 2016, the FASB issued ASU No.

2016-13, "Financial Instruments - Credit Losses".

This update required 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 Company adopted this ASU on May 1, 2023 and the adoption did not have a material effect on its consolidated financial statements and related disclosures.

Segment Reporting

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the Company’s chief operating decision maker (“CODM”) and relied upon when making decisions regarding resource allocation and assessing performance.

When evaluating the Company’s financial performance, the CODM reviews total revenues, total expenses, and expenses by functional classification, using this information to make decisions on a Company-wide basis.

The Company currently operates in one reportable segment pertaining to oncology services.

The CODM for the Company is the Chief Executive Officer (the “CEO”).

The Company’s CEO reviews operating results on an aggregate basis and manages the Company’s operations on a consolidated basis for the purpose of evaluating financial performance and allocating resources.

Accordingly, the Company has determined that it has a single reportable and operating segment structure.

The CEO uses net income or loss as well as revenue results to allocate resources in the annual budgeting and forecasting process and also uses that measure as a basis for evaluating financial performance regularly by comparing actual results with established budgets and forecasts.

All significant expense categories are presented on our Consolidated Statements of Operations.

The measure of segment assets is reported on the Consolidated Balance Sheet as total assets.

Segment revenues and expenses are identical to that disclosed in the accompanying Consolidated Statements of Operations.

Recent Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, “Segment Reporting” (Topic 280):

Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

The amendments require entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within segment profit and loss, as well as the title and position of the CODM.

The Company has adopted this standard effective May 1, 2024, noting that it did not have a material impact on its consolidated financial statements or related disclosures.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Tax Disclosures” (Topic 740).

The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and the income taxes paid information disclosed.

The ASU is effective retrospectively for fiscal years beginning after December 15, 2025, with early adoption permitted.

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, which is not expected to be material.

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 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.

Accounts Receivable, Unbilled Services and Deferred Revenue

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Total accounts receivable and unbilled services 12,263 10,827 8,836

allowance for doubtful accounts and estimated credit losses ( 1,301 ) ( 825 ) ( 630 )

allowance for estimated credit losses ( 1,029 ) ( 1,301 ) ( 825 )

Total accounts receivable, net $ 11,234 $ 9,526 $ 8,011

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

April 30, 2024 April 30, 2023

April 30, 2025 April 30, 2024 April 30, 2023

Deferred revenue $ 15,443 $ 12,094 $ 12,776

14 unchanged sentences

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

Related depreciation expense for these assets was $ 146,000 and $ 135,000 for the years ended April 30, 2024 and 2023, respectively.

Related depreciation expense for these assets was approximately $ 150,000 and $ 146,000 for the years ended April 30, 2025 and 2024, respectively.

During the year ended April 30, 2025, the Company disposed of lab equipment with a cost of $ 636,000 and accumulated depreciation of $ 343,000 as of the disposal date, resulting in a loss on disposal of equipment recorded of $ 293,000 .

There were no disposals and therefore no gain or loss recorded during the year ended April 30, 2023.

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 capitalized development and implementation costs in accordance with accounting guidance for its bioinformatics platform, Lumin.

Lumin is the Company's oncology data-driven software program and data tool which operates 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

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

coding of the software development.

Total capitalized gross asset costs for the Lumin platform that was launched and placed into service were $ 1.9 million.

During the fourth quarter of fiscal year 2023, an impairment loss for Lumin was recognized equal to the amount by which the carrying amount exceeded the future net revenues, or, its net book value at April 30, 2023 of $ 807,000 .

Amortization expense related to this asset was $ 0 and $ 630,000 for the years ended April 30, 2024 and 2023, respectively.

During the year ended April 30, 2024, the Company disposed of lab equipment with a cost of $ 542,000 and accumulated depreciation of $ 107,000 as of the disposal date, resulting in a loss on disposal of equipment recorded of $ 435,000 .

Finance Lease

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During fiscal 2023, the Company recognized a finance lease for laboratory equipment.

This equipment was obtained as the result of a laboratory supplies purchase commitment with costs of approximately $ 368,000 at inception through December 2025.

This equipment was obtained as the result of a laboratory supplies purchase commitment with costs of approximately $ 368,000 at inception through May 2027.

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

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 $ 71,000 and $ 63,000 for the years ended April 30, 2024 and 2023, respectively.

Depreciation and amortization expense related to this finance lease was $ 73,000 and $ 71,000 for the years ended April 30, 2025

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

and 2024, respectively.

Interest on the related finance lease liability was approximately $ 7,000 and $ 9,000 for the years ended April 30, 2025 and 2024, respectively.

3 unchanged sentences

Present value of minimum lease payments $ 220

Current portion financing lease 135

Long-term portion financing lease 85

As noted above, the Company's financing leases are for laboratory equipment.

The associated liabilities for these leases are classified on the consolidated balance sheets within other current and other non-current liabilities .

Revenue from Contracts with Customers

Oncology Services Revenue

Oncology Revenue

The following table represents disaggregated revenue for the twelve months ended April 30, 2025 and 2024:

1 unchanged sentence

Pharmacology services $ 48,585 $ 47,035

TOS data license revenue 4,676 —

Other TOS revenue 3,683 3,102

Personalized oncology services — 18

Total oncology services revenue $ 50,155 $ 53,870

Total oncology revenue $ 56,944 $ 50,155

Other TOS 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Contract Balances

6 unchanged sentences

Significant Customers

For the year ended April 30, 2024, one of our customers accounted for more than 10% of our total revenue, at 10 %.

For the year ended April 30, 2023, one of our customers accounted for more than 10% of our total revenue, at 14 %.

This was the same customer for both years.

As of April 30, 2024, one customer accounted for 12 % of our total accounts receivable balance.

As of April 30, 2023, the same customer accounted for 14 % of our total accounts receivable balance.

For the year ended April 30, 2025, two of our customers accounted for 10% or more of our total revenue, at 13 % and 10 %, respectively.

For the year ended April 30, 2024, one of our customers accounted for 10% or more of our total revenue, at 10 %.

This same customer qualified as significant in both years ending 2025 and 2024, at 13 % and 10 %, respectively, with an additional customer qualifying as significant for the year ending 2025 at 10 %.

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of April 30, 2025, one customer, who is also one of our two significant customers, accounted for 19 % of our total accounts receivable balance.

Commitments and Contingencies

3 unchanged sentences

Registration Payment Arrangements

The Company has entered into an Amended and Restated Registration Rights Agreement in connection with the March 2015 Private Placement.

The Company has entered into an Amended and Restated Registration Rights Agreement in connection with a private placement in March 2015.

This Amended and Restated Registration Rights Agreement contains provisions that may call for the Company to pay penalties in certain circumstances.

6 unchanged sentences

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

For the years ended April 30, 2024 and 2023, we have recognized approximately $ 362,000 and $ 212,000 in expense related to these royalty arrangements, respectively.

For the years ended April 30, 2025 and 2024, the Company has recognized approximately $ 462,000 and $ 362,000 in expense related to these royalty arrangements, respectively.

Royalty expense is included in cost of oncology revenue in the accompanying consolidated statements of operations.

Stock-based Payments

Stock-based compensation in the amount of $ 1.1 million and $ 864,000 was recognized for years ended April 30, 2024 and 2023, respectively.

Stock-based compensation in the amount of $ 654,000 and $ 1.1 million was recognized for years ended April 30, 2025 and 2024, respectively.

Stock-based compensation costs were recorded as follows (in thousands):

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended April 30,

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The purpose of the 2021 Equity Plan is to grant (i) Non-statutory Stock Options;

(ii) Incentive Stock Options;

(ii) Incentive Stock

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(iii) Restricted Stock Awards;

18 unchanged sentences

During fiscal year 2021, the Committee adopted the Director Compensation Plan of 2021 (the "2021 Plan").

Under the 2021 Plan, independent directors are entitled to an annual base compensation of $ 100,000 which can be received in either ten-year company options or a combination of company options and cash, not to exceed $ 35,000 .

Under the 2021 Plan, independent directors are entitled to an annual base compensation of $ 100,000 which can be received in either ten-year options to purchase shares of the Company's stock, which vest fully over a one-year period, or a combination of options and cash, where cash received is not to exceed $ 35,000 .

The Chairman of the Board’s annual compensation was set at an equivalent of $ 150,000 .

6 unchanged sentences

Black-Scholes weighted average assumptions used to calculate the fair value of options granted during the years ended April 30, 2025 and 2024 were as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended April 30,

6 unchanged sentences

The Company’s stock options activity and related information as of and for the years ended April 30, 2025 and 2024 is as follows:

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Employees Non-

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1,481,145 3,750 1,484,895 4.65 4.2 $ 2,172,000

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Share Repurchase Program

5 unchanged sentences

As of April 30, 2025, the Company had purchased approximately 120,300 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 Company did no t purchase any shares of its common stock during the year ended April 30, 2025.

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Provision for (Benefit from) Income Taxes

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Permanent differences ( 0.6 ) 0.4

Increase in uncertain tax position — —

Decrease in uncertain tax position ( 3.9 ) —

Deferred tax asset adjustment 48.2 —

Change in valuation allowance ( 70.6 ) ( 18.5 )

2 unchanged sentences

Significant components of the Company’s deferred tax assets and liabilities as of April 30, 2025 and 2024 consist of the following (in thousands):

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of April 30,

8 unchanged sentences

Net deferred tax asset $ — $ —

Management has evaluated the available evidence about future tax planning strategies, taxable income, and other possible sources of realization of deferred tax assets and has established a full valuation allowance against its net deferred tax assets as of April 30, 2024 and 2023.

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

of April 30, 2025 and 2024.

For the years ended April 30, 2025 and 2024, the Company recorded a valuation allowance of $ 14.8 million and $ 18.1 million, respectively.

The net changes in the valuation allowance of $ 1.4 million and $ 1.3 million during the fiscal years ended April 30, 2024 and 2023, respectively, were mainly due to increases in the deferred tax asset related to capitalized research expenses and other timing differences.

The net decrease in the valuation allowance of $ 3.3 million during the fiscal year ended April 30, 2025, was mainly due to decreases in the deferred tax assets related to the net operating loss carryforward, stock-based compensation, and capitalized research expenses.

The net increase in the valuation allowance of $ 1.4 million during the fiscal year ended April 30, 2024 was mainly due to increases in the deferred tax assets related to capitalized research expenses and other timing differences.

Management continues to assess the realizability of the deferred tax assets at each interim and annual balance sheet date based upon actual and forecasted operating results.

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Payment made on tax positions related to prior years — —

Expiration of statute of limitations ( 181 ) —

Addition based on tax positions related to current year — —

Balance, end of year $ — $ 181

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of April 30, 2024 and 2023, the above amounts of $ 181,000 for each fiscal year were included in other long-term liabilities.

As of April 30, 2024, the above amounts of $ 181,000 was included in other long-term liabilities.

Earnings Per Share

A reconciliation of net income and number of shares used in computing basic and diluted earnings per share was as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended April 30,

Basic and diluted net loss per share computation (dollars in thousands):

Net loss attributable to common stockholders $ ( 7,276 ) $ ( 5,335 )

Basic and diluted net income (loss) per share computation (dollars in thousands):

Net income (loss) attributable to common stockholders $ 4,701 $ ( 7,276 )

Weighted Average common shares - basic and diluted 13,659,786 13,547,604

Basic and diluted net loss per share $ ( 0.54 ) $ ( 0.39 )

Basic and diluted net income (loss) per share $ 0.34 $ ( 0.54 )

Diluted income (loss) per share computation

Net income (loss) attributable to common stockholders $ 4,701 $ ( 7,276 )

Weighted Average common shares 13,659,786 13,547,604

Incremental shares from assumed exercise of stock options 606,995 —

Adjusted weighted average share – diluted 14,266,781 13,547,604

Diluted net income (loss) per share $ 0.33 $ ( 0.54 )

The following table reflects the total potential stock-based instruments outstanding at April 30, 2025 and 2024 that could have an effect on the future computation of dilution per common share.

7 unchanged sentences

Consulting Services

For both years ended April 30, 2024 and 2023, the Company paid a member of its Board of Directors $ 36,000 for consulting services unrelated to his duties as a board member.

All of the amounts paid to these related parties have been recognized in expense in the period the services were performed within general and administrative expenses.

For fiscal years ended April 30, 2025 and 2024, the Company paid a member of its Board of Directors $ 12,000 and $ 36,000 , respectively for consulting services unrelated to his duties as a board member.

All of the amounts paid to this related party have been recognized in expense in the period the services were performed within general and administrative expenses in the accompanying consolidated statements of operations.

The Company accounts for its leases under ASC 842.

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For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement.

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

Operating Leases

1 unchanged sentence

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 $ 1.8 million and $ 1.9 million for the years ended April 30, 2024 and 2023, respectively.

Rent expenses totaled $ 1.8 million for the years ended April 30, 2025 and 2024.

The Company leases the following facilities:

9 unchanged sentences

• 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.

The Company executed separate leases for its laboratory space and office space during fiscal 2022.

During fiscal 2023, the Company executed a new lease to consolidate its office and laboratory space at a new nearby location in Italy.

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

The Company recognized $ 50,000 and $ 98,000 of rent expense associated with the leases in Italy for fiscal 2024 and 2023, respectively.

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

During fiscal 2023, the Company executed its current lease for this office and laboratory space.

The lease expires October 31, 2028.

The Company recognized $ 50,000 of rent expense associated with this lease in Italy for both fiscal 2025 and 2024.

ROU assets and lease liabilities related to the Company's current operating leases are as follows (in thousands):

April 30, 2025 April 30, 2024

18 unchanged sentences

Refer to Note 4, Property and Equipment, for more information on financing leases.

Subsequent Events

Appointment of New Chief Executive Officer

Subsequent to the balance sheet date of April 30, 2025, the Board of Directors announced the appointment of Robert Brainin as the Company's new Chief Executive Officer, effective August 25, 2025.

Brainin, who has served on the Company's Board of Directors since 2021 and will remain on the Board as a Director, will succeed Dr.

Ronnie Morris, who has led the Company as CEO since 2017.

Morris will transition to the role of Executive Chairman of the Board, supporting the leadership transition while remaining actively involved in the Company’s strategic initiatives.

Brainin has entered into an Employment Agreement with the Company.

Pursuant to the agreement, he will receive an annual base salary of $ 500,000 and will have the opportunity to earn a discretionary target incentive bonus of 75 % of his base salary.

He will also receive multiple equity awards, including 225,000 options to purchase the Company’s common stock, which will vest over a four-year period, and 475,000 options to purchase the Company’s common stock, which will vest at varying time points and are based on varying performance criteria.

On July 4, 2025, the One Big Beautiful Bill was enacted, introducing significant and wide-ranging changes to the U.S.

These include expanded deductions for certain expenses, the restoration of 100% bonus depreciation, and immediate expensing for U.S.-based research and development.

The legislation also reinstates EBITDA-based interest deductions and makes several business tax incentives permanent.

The Company is currently assessing the potential impact of this legislation on its financial position, results of operations, and cash flows.

In accordance with U.S.

GAAP, the effects, if any, will be recognized in the period of enactment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CHAMPIONS ONCOLOGY, INC.

July 23, 2025 /s/ RONNIE MORRIS

Ronnie Morris

Chief Executive Officer

(principal executive officer)

Signature Title Date

/s/ RONNIE MORRIS Chief Executive Officer and Director July 23, 2025

Ronnie Morris (principal executive officer)

/s/ DAVID MILLER Chief Financial Officer July 23, 2025

David Miller (principal financial and accounting officer)

/s/ JOEL ACKERMAN Director, July 23, 2025

Joel Ackerman Chairman of the Board of Directors

/s/ DAVID SIDRANSKY Director July 23, 2025

David Sidransky

/s/ ROBERT BRAININ Director July 23, 2025

Robert Brainin

TOBIN Director July 23, 2025

/s/ DANIEL MENDELSON Director July 23, 2025

Daniel Mendelson

/s/ PHILIP BREITFELD Director July 23, 2025

Philip Breitfeld

Exhibit Index

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14 Code of Ethics (incorporated by reference to Exhibit 14 of the April 30, 2008 Form 10-KSB)

21 List of Subsidiaries *

19 Insider Trading Policy *

21 List of Subsidiaries (incorporated by reference to Exhibit 21 to th e Company's Annual Report on Form 10-K filed July 1 9 , 2024)

23.1 Consent of Independent Registered Public Accounting Firm*

31.1 Certification of the Princ ipal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Ex change Act of 1934 , as adopted pursuant to Section 302 of the S arbanes -Oxley Act of 2002 *

31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1 Section Cert ification of Principal Execu tive Officer and the Principal Financial Officer pursuant to 18 U.S.C.

1350 , as a dopted pursuant to Section 906 of the Sarbanes -Oxley Act of 2002 **

97 Policy Related to Recovery of Erroneously Awarded Compensation, adopted December 1, 2023*

32.1 Section Certification of Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

97 Policy Related to Recovery of Erroneously Awarded Compensation, adopted December 1, 2023 (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed July 19, 2024)

101.INS* XBRL Instance Document.

11 unchanged sentences

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-K

Item 9A. Controls and Procedures