What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-07-27 compared with 2025-07-23 · 267 added, 184 removed, 651 unchanged (41% of the section changed)

34 unchanged sentences

Consolidated Statements of Operations F-4

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

Consolidated Statements of Changes in Stockholders' Equity F-5

Consolidated Statements of Cash Flows F-6

11 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders' Equity (Deficiency)

Consolidated Statements of Changes in Stockholders' Equity

Consolidated Statements of Cash Flows

21 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates .

Revenue Recognition

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.

Critical Audit Matter

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ EisnerAmper LLP

17 unchanged sentences

Total assets $ 26,989 $ 32,344

AND STOCKHOLDERS' EQUITY (DEFICIENCY)

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

8 unchanged sentences

Total liabilities $ 22,921 $ 28,572

Stockholders' equity (deficiency):

Stockholders' equity:

Common stock, $ .001 par value;

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Accumulated deficit ( 81,067 ) ( 79,892 )

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

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

Total stockholders’ equity attributable to Champions Oncology, Inc.

Noncontrolling interest 129 —

Total stockholders' equity 4,068 3,772

Total liabilities and stockholders' equity $ 26,989 32,344

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

12 unchanged sentences

Income (loss) from operations ( 1,140 ) 4,553

Other income (expense):

Other income:

Other income, net 211 73

Income (loss) before income tax expense ( 929 ) 4,626

Benefit for income tax ( 75 ) ( 32 )

Provision (benefit) for income tax 246 ( 75 )

Net income (loss) $ ( 1,175 ) $ 4,701

7 unchanged sentences

CHAMPIONS ONCOLOGY, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIENCY) EQUITY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In Thousands except for shares)

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Common Stock Treasury Stock Additional

Capital Accumulated

Capital Non-Controlling Interest Accumulated

Shares Amount Shares Amount

2 unchanged sentences

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

1 unchanged sentence

Issuance of common stock on exercise of stock options 109,656 — — — 234 — — 234

Net income — — — — — 4,701 4,701

Net loss — — — — — — ( 1,175 ) ( 1,175 )

Balance, April 30, 2026 14,007,159 $ 14 120,333 $ ( 708 ) $ 85,700 $ 129 $ ( 81,067 ) $ 4,068

9 unchanged sentences

Depreciation and amortization expense 1,377 1,640

Net loss on disposal of equipment 293 435

Loss on sale and disposal of equipment 111 293

Decrease in uncertain tax position — ( 181 )

Operating lease right-of-use assets 1,383 1,172

Gain on termination of operating lease ( 9 ) —

Allowance and estimated credit losses 28 ( 272 )

10 unchanged sentences

Purchase of property and equipment ( 564 ) ( 389 )

Proceeds from sale of equipment 24 —

Net cash used in investing activities ( 540 ) ( 389 )

1 unchanged sentence

Proceeds from exercise of options 234 320

Repurchases of common stock — ( 634 )

Finance lease payments ( 135 ) ( 150 )

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

Net cash provided by financing activities 99 170

Increase (decrease) in cash ( 4,913 ) 7,167

8 unchanged sentences

Champions Oncology, Inc.

(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 ("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.

("we", "our", or 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 ("the "Platform”), a comprehensive bank (the "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.

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The Company operates in one reportable business segment.

The Company's wholly owned subsidiary, Corellia, has issued equity‑classified stock options to certain of its employees.

Stock‑based compensation expense is recognized over the requisite service period, with the corresponding equity recorded as non-controlling interest in the consolidated statements of stockholders' equity.

Because the options are unexercised, they do not represent an actual ownership interest, and no portion of the Company's net income or loss is attributed to non-controlling interest until the options are exercised.

Refer to Note 8.

Summary of Significant Accounting Policies

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Cash and Cash Equivalents

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company considers only those investments which are highly liquid, readily convertible to cash, and with original maturities of three months or less to be cash equivalents.

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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)

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.

For the year ended April 30, 2026, the Company had a net loss of approximately $ 1.2 million, an accumulated deficit of approximately $ 81.1 million, negative working capital of approximately $ 703,000 and cash of $ 4.9 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 2027.

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Amortization expense for the ROU asset associated with its finance leases is recognized on a straight-line basis over the term of the lease and interest expense associated with its finance lease is recognized on the balance of the lease liability using the effective interest method based on the estimated incremental borrowing rate.

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Impairment of Long-Lived Assets

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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

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

The Company did no t recognize any impairment losses for the Company’s long-lived assets for the years ended April 30, 2026 and 2025 .

12 unchanged sentences

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.

Indirect costs include salaries and other payroll related costs of compensation for personnel directly engaged in providing Translational Oncology Solutions (" TOS") products and services.

All costs of performing studies in-house are expensed as incurred.

9 unchanged sentences

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 options.

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

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

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock-based Payments

The Company typically recognizes expense for stock-based payments based on the fair value of awards on the date of grant.

The Company uses the Black-Scholes option pricing model to estimate fair value.

The Company generally recognizes expense for stock-based payments based on the fair value of awards on the date of grant.

The Company primarily uses the Black-Scholes option pricing model to estimate fair value.

If awards contain market-based vesting conditions, a Monte Carlo simulation model is used to estimate fair value.

The Black-Scholes option valuation model was developed for use in estimating the fair value of short-traded options that have no vesting restrictions and are fully transferable.

The option pricing model requires the Company to estimate certain key assumptions such as expected life, volatility, risk free interest rates and dividend yield to determine the fair value of stock-based awards.

The Monte Carlo simulation model is a generally accepted valuation technique that incorporates multiple potential future stock price paths and is particularly appropriate for awards with market-based performance conditions, as it captures the probability of achieving the applicable market condition over the expected term of the award.

Both valuation models require the Company to estimate certain key assumptions such as expected life, volatility, risk free interest rates and dividend yield, as applicable, to determine the grant date fair value of stock-based awards.

These assumptions are based on historical information and management judgment.

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.

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.

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.

For awards valued using the Monte Carlo simulation model, the valuation also incorporates the probability of achieving the applicable market condition and, where applicable, the correlation of the Company's stock price with the relevant market index or peer group.

Forfeitures are accounted for as they occur.

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

In the event of forfeitures, compensation expense is adjusted.

The Company expenses modification charges in the period of modification and, if required, over the remaining period the awards are expected to vest.

The Company will report cash flows resulting from tax deductions in excess of the compensation cost recognized from those options (excess tax benefits) as financing cash flows, if they should arise.

Deferred income taxes have been provided to show the effect of temporary differences between the recognition of expenses for financial and income tax reporting purposes and between the tax basis of assets and liabilities, and their reported amounts in the consolidated financial statements.

3 unchanged sentences

As of April 30, 2026 and 2025, 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.

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.

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.

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.

As of April 30, 2026 and 2025, the Company did not record any liabilities related to uncertain tax positions.

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, 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, 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, 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.

The Company did not accrue any interest or penalties in the Company’s consolidated statements of operations for the years ended April 30, 2026 and 2025.

For the years ended April 30, 2026 and 2025, the Company recognized income tax expense of $ 246,000 and an income tax benefit of $ 75,000 , respectively.

For the year ended April 30, 2026, income tax expense of $ 246,000 is mainly attributable to U.S.

state income taxes due to net operating loss limitations and taxable income earned in Israel and Italy relating to transfer pricing.

For the year ended April 30, 2025, the income tax benefit of $ 75,000 is related to the same items as indicated for the year ending 2026, net of a $ 181,000 reversal of an uncertain tax liability in Israel.

Revenue Recognition

2 unchanged sentences

Under this standard, companies recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services.

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

All revenue is generated from contracts with customers.

3 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.

25 unchanged sentences

In general, billings and payments are established by contractual provisions including predetermined payment schedules, which may or may not correspond to the timing of the transfer of control of the Company's services under the contract.

In general, the Company's intention in its invoicing (payment terms) is to maintain cash neutrality over the life of the contract.

In general, the Company's intention in its invoicing (payment terms) is to maintain cash neutrality over the life of the contract, with terms generally being 30-90 days.

Upfront payments, when they occur, are intended to cover certain expenses the Company incurs at the beginning of the contract.

Neither the Company nor its customers view such upfront payments and contracted payment schedules as a means of financing.

Unbilled services primarily arise when the revenue recognized exceeds the amount billed to the customer.

Unbilled services primarily arise when the revenue recognized exceeds

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the amount billed to the customer.

Such situations occur due to divergences between revenue recognition and the invoicing milestones which are based on predetermined payment terms.

Unbilled services are classified as a component of accounts receivable on the balance sheet.

Accounts receivable are customer obligations due under normal trade terms.

The Company extends credit to its customers based on their creditworthiness and historical data and performs ongoing credit evaluations of our customers’ financial condition.

The Company maintains a provision for estimated credit losses related to accounts receivable for future expected bad debt resulting from the inability or unwillingness of our customers to make required payments.

We estimate our provision for estimated credit losses based on relevant information such as historical experience, current economic conditions, and future expectations of specifically identified customer balances.

This provision is adjusted as appropriate to reflect current conditions.

After all attempts to collect a receivable have failed, the receivable is written off against the provision.

We do not obtain collateral from our customers to secure accounts receivable.

Deferred revenue consists of unearned payments received in excess of revenue recognized.

2 unchanged sentences

Segment Reporting

CHAMPIONS ONCOLOGY

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.

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

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period’s presentation.

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).

1 unchanged sentence

The ASU is effective retrospectively for fiscal years beginning after December 15, 2024, 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.

The Company adopted this ASU, retrospectively, as of May 1, 2025 and it has been included in the required disclosures in the Company's financial statements.

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):

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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.

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accounts Receivable, Unbilled Services and Deferred Revenue

6 unchanged sentences

Total accounts receivable, net $ 13,178 $ 11,204 $ 9,526

Allowances for doubtful accounts and estimated credit losses were as follows (in thousands):

Beginning balance April 30, 2024 $ 1,301

Provision for credit losses and doubtful accounts 64

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

Reversal for amounts subsequently collected ( 71 )

Write offs ( 56 )

Balance April 30, 2025 $ 1,029

Provision for credit losses and doubtful accounts 86

Reversal of provision for credit losses and doubtful accounts, net ( 58 )

Ending balance April 30, 2026 $ 1,057

Deferred revenue was as follows (in thousands):

Beginning balance April 30, 2024 $ 12,094

Revenue Recognized ( 26,624 )

Balance April 30, 2025 $ 15,443

Revenue Recognized ( 30,717 )

Balance April 30, 2026 $ 8,828

Deferred revenue is shown as a current liability on the Company's consolidated balance sheet.

Property and Equipment

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

Deferred revenue is shown as a current liability on the Company's balance sheet.

Property and Equipment

Property and equipment consisted of the following (in thousands):

12 unchanged sentences

Related depreciation expense for these assets was approximately $ 135,000 and $ 150,000 for the years ended April 30, 2026 and 2025, 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 .

During the year ended April 30, 2026, the Company sold and disposed of lab equipment with a cost of $ 307,000 and accumulated depreciation of $ 172,000 , for proceeds of $ 24,000 , resulting in a loss on sale and disposal of equipment recorded of $ 111,000 .

2 unchanged sentences

This equipment was obtained as the result of a laboratory supplies purchase commitment with costs of approximately $ 370,000 at inception through December 2025.

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

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

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

5 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 $ 73,000 and $ 71,000 for the years ended April 30, 2025

Depreciation and amortization expense related to this finance lease was $ 76,000 and $ 73,000 for the years ended April 30, 2026 and 2025, respectively.

Interest on the related finance lease liability was approximately $ 4,000 and $ 7,000 for the years ended April 30, 2026 and 2025, respectively.

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.

The weighted average remaining lease term of these leases is 1.08 years.

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

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.

April 30, 2026 April 30, 2025

Financing lease net asset $ 85 $ 220

Current portion of financing lease liabilities

Non-current portion of financing lease liabilities 7 85

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

2 unchanged sentences

Present value of minimum lease payments $ 85

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

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Other TOS revenue 1,528 3,683

Personalized oncology services — 18

Total oncology revenue $ 59,425 $ 56,944

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.

TOS data 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.

Contract Balances

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Significant Customers

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, 2026, one of our customers accounted for 10% or more of our total revenue, at 24 %.

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 %.

For the year ended April 30, 2025, the same customer accounted for 10% or more of our total revenue, at 13 %, and an additional customer accounted for 10 % of our total revenue.

As of April 30, 2026, our significant customer also accounted for 25 % of our total net accounts receivable balance.

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

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Stock-based Payments

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 in the amount of $ 1.2 million and $ 654,000 was recognized for years ended April 30, 2026 and 2025, respectively.

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

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Total stock-based compensation expense $ 1,237 $ 654

The Company has in place a 2021 Equity Incentive Plan and 2010 Equity Incentive Plan ("the Plans").

For the twelve months ended April 30, 2026, stock-based compensation expense for research and development includes approximately $ 129,000 , for options granted by the Company's wholly-owned subsidiary, Corellia, to certain of its employees.

The Company has in place a 2021 Equity Incentive Plan and 2010 Equity Incentive Plan as well as the 2023 Global Equity Incentive Plan which is specific to Corellia (collectively, the "Plans").

In general, these Plans provide for stock-based compensation to the Company’s employees, directors and non-employees.

The Plans also provide for limits on the aggregate number of shares that may be granted, the term of grants and the strike price of option awards.

The 2010 and 2021 Plans also provide for limits on the aggregate number of shares that may be granted, the term of grants and the strike price of option awards.

2021 Equity Incentive Plan

As part of the 2021 Annual Shareholders Meeting, shareholders approved the adoption of the 2021 Equity Incentive Plan (“2021 Equity Plan”).

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

(ii) Incentive Stock

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As part of the 2021 Annual Shareholders Meeting, shareholders approved the adoption of the 2021 Equity Incentive Plan (“2021 Equity Plan”).

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

(ii) Incentive Stock Options;

(iii) Restricted Stock Awards;

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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 April 30, 2025, approximately 1.2 million shares were left to issue under this plan.

As of April 30, 2026, approximately 80,000 shares were left to issue under this plan and 1.9 million options granted under the 2021 plan were outstanding.

2010 Equity Incentive Plan

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After February 2021, no more shares were available to be issued from this plan.

As of April 30, 2026, approximately 732,000 options granted under the 2010 plan were still outstanding.

2023 Global Equity Incentive Plan

As part of the establishment of Corellia, the subsidiary's Board of Directors approved the adoption of the 2023 Global Equity Incentive Plan ("the Plan").

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

(ii) Incentive Stock Options;

and/or (iii) Restricted Stock Awards (collectively, stock-based compensation) to its employees, directors and non-employees.

Options expire no later than ten years from the date of grant.

Options awards vest as follows, unless otherwise determined by the subsidiary's Board or Plan Administrator, twenty-five percent ( 25 %) of the options grant on the first anniversary of the vesting commencement date (and in the absence of such determination, of date on which such Options were granted), and six and one-quarter percent ( 6.25 %) of the options grant at the end of each subsequent three-month period thereafter over the course of the following three ( 3 ) years.

Director Compensation Plan

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Stock Option Grants

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:

Black-Scholes and Monte Carlo assumptions used to calculate the fair value of Champions options granted by the Company during the years ended April 30, 2026 and 2025 were as follows:

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended April 30,

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Dividend yield — % — %

The weighted average fair value of stock options granted during the years ended April 30, 2025 and 2024, was $ 2.86 and $ 3.75 , respectively.

The weighted average fair value at grant date of stock options granted during the years ended April 30, 2026 and 2025, was $ 4.10 and $ 2.86 , respectively.

Black-Scholes assumptions used to calculate the fair value of Corellia options granted by Corellia during May 2025 were as follows:

Year Ended April 30,

Expected term in years 6 0

Risk-free interest rates 4.15 % — %

Volatility 65 % — %

Dividend yield — % — %

The weighted average fair value at grant date of stock options granted during year ended April 30, 2026 was $ 1,364 .

There have been no Corellia stock options granted prior to or since the first quarter of fiscal 2026 and no options were granted during the year ended April 30, 2025.

The Company’s stock options activity and related information as of and for the years ended April 30, 2026 and 2025 is as follows:

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Employees Non-

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1,462,450 7,500 1,469,950 $ 4.86 4.0 $ 2,618,000

The remaining unrecognized stock-based compensation expense at April 30, 2026 was $ 4.1 million.

Of this amount, $ 2.1 million is expected to be recognized over weighted-average periods ranging from 1.8 to 2.58 years.

The remaining

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ 2.0 million relates to awards with performance-based conditions that are not currently considered probable of achievement and will be recognized only if and when the applicable performance conditions become probable.

As of April 30, 2026, there were 490,000 options that have these performance-based vesting provisions and are subject to forfeiture, in whole or in part, if these performance conditions are not achieved.

Management assesses, on an ongoing basis, the probability of whether the performance criteria will be achieved and, if it is deemed probable, stock-based compensation expense is recognized over the relevant performance period.

The stock options activity for the Corellia 2023 Global equity incentive plan for the year ended April 30, 2026 was as follows:

Employees Non-

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Life (Years) Aggregate

Outstanding, May 1, 2023 1,739,336 36,331 1,775,667 4.8 4.6 $ 2,683,000

Outstanding, April 30, 2025 — — — $ — — $ —

Granted 300 — 300 $ 1,682.00 9.06 $ 110,000

Exercised ( 155,449 ) — ( 155,449 ) 2.31

Canceled ( 50,535 ) — ( 50,535 ) 4.82

Forfeited ( 40,750 ) — ( 40,750 ) 6.21

Expired ( 54,166 ) — ( 54,166 ) 12.78

Outstanding, April 30, 2026 300 — 300 $ 1,682.00 9.06 $ 110,000

1,883,166 36,331 1,919,497 5.04 5.2 $ 2,172,000

Vested and expected to vest as of April 30, 2026 300 — 300 $ 1,682.00 9.06 $ 110,000

1,883,166 36,331 1,919,497 5.04 5.2 $ 2,172,000

Exercisable as of April 30, 2026 — — — $ — — $ —

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

The remaining unrecognized stock-based compensation expense at April 30, 2026 was $ 281,000 .

This amount relates to time-based awards with a remaining weighted average recognition period of 2.06 years

Share Repurchase Program

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The Company did no t purchase any shares of its common stock during the year ended April 30, 2026.

Provision for (Benefit from) Income Taxes

The following table presents the components of income (loss) before income taxes and the related income tax expense (benefit) (in thousands):

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Provision for (Benefit from) Income Taxes

The components of the (benefit) provision for income taxes are as follows (in thousands):

Year Ended April 30, 2025

Federal State Foreign Total

Current $ — $ 20 $ ( 95 ) $ ( 75 )

Total $ — $ 20 $ ( 95 ) $ ( 75 )

Year Ended April 30, 2024

Federal State Foreign Total

Current $ — $ 7 $ ( 39 ) $ ( 32 )

Total $ — $ 7 $ ( 39 ) $ ( 32 )

A reconciliation between the Company’s effective tax rate and the United States statutory tax rate for the years ended April 30, 2025 and 2024 is as follows:

For the Year Ended April 30,

Income / (loss) before income taxes:

operations $ ( 1,164 ) $ 4,426

Italy operations 145 116

Israel operations 90 84

Total income / (loss) before income taxes ( 929 ) 4,626

Income tax expense / (benefit):

federal $ — $ —

state and local (a) 158 20

Israel 44 ( 129 )

Total current income tax expense / (benefit) 246 ( 75 )

federal $ — $ —

state and local (a) — —

Total deferred income tax expense / (benefit) — —

Total income tax expense / (benefit) $ 246 $ ( 75 )

(a) Taxes in California, Connecticut, Pennsylvania, and New York City make up the majority of the current U.S.

state and local income tax.

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Income taxes paid (net of refunds received) related to continuing operations are presented on a cash basis and were as follows (in thousands):

For the Year Ended April 30,

Jurisdiction:

federal $ — $ —

state and local:

California 106 —

New York City 37 —

Pennsylvania 14 —

Connecticut 24 —

Total income taxes paid (net of refunds received) 242 43

The expected tax expense / (benefit) based on the United States statutory federal tax rate is reconciled with actual tax expense / (benefit) as follows (in thousands):

Year Ended April 30,

Federal income tax at statutory rate 21.0 % 21.0 %

foreign tax rate difference 0.2 ( 0.1 )

State income tax, net of federal benefit 4.1 ( 2.3 )

Permanent differences ( 0.6 ) 0.4

Decrease in uncertain tax position ( 3.9 ) —

Deferred tax asset adjustment 48.2 —

Change in valuation allowance ( 70.6 ) ( 18.5 )

Income tax expense ( 1.6 ) % 0.5 %

Expected U.S.

federal statutory income tax $ ( 195 ) 21.0 % $ 972 21.0 %

state and local income taxes, net of federal benefit (b) 125 ( 13.4 ) % 16 0.3 %

Foreign tax effects:

Statutory tax rate differences 14 ( 1.5 ) % 8 0.2 %

Nondeductible expenses — — % 1 — %

Statutory tax rate differences 2 ( 0.2 ) % 2 — %

Uncertain tax position change — — % ( 181 ) ( 3.9 ) %

Return to provision adjustment 23 ( 2.5 ) % 32 0.7 %

Change in U.S.

federal valuation allowance 126 ( 13.6 ) % ( 3,097 ) ( 66.9 ) %

Nontaxable or nondeductible items:

Incentive stock compensation (deduction) / inclusion ( 18 ) 1.9 % 88 1.9 %

Meals and entertainment 19 ( 2.0 ) % 17 0.4 %

Other adjustments:

Global intangible low-taxed income inclusion 59 ( 6.4 ) % 60 1.3 %

Adjustments to deferred tax assets 91 ( 9.8 ) % 2,007 43.4 %

Income tax expense / (benefit) $ 246 ( 26.5 ) % $ ( 75 ) ( 1.6 ) %

(b) Taxes in California, Connecticut, Pennsylvania, and New York City make up the majority of the effect of the U.S.

state and local tax category.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets and liabilities as of April 30, 2026 and 2025 consist of the following (in thousands):

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of April 30,

Accrued liabilities $ 1,633 $ 1,269

Operating leases 250 279

Depreciation and amortization ( 217 ) ( 318 )

Stock-based compensation expense 1,212 3,792

Deferred tax assets:

Net operating loss carryforwards $ 10,962 $ 8,248

Capitalized research and development costs 3,454 3,712

Net operating loss carry-forward 8,248 9,038

Total deferred tax assets 14,838 18,106

Right of use liability 1,150 1,461

Deferred revenue 315 1,271

Stock-based compensation 1,371 1,212

Allowance for doubtful accounts and credit losses 269 234

Accrued liabilities 153 128

Total deferred tax assets before valuation allowance 17,674 16,266

Valuation allowance ( 16,364 ) ( 14,838 )

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

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

of April 30, 2025 and 2024.

Total deferred tax assets after valuation allowance 1,310 1,428

Deferred tax liabilities:

Right of use asset ( 943 ) ( 1,212 )

Fixed assets ( 367 ) ( 216 )

Total deferred tax liabilities ( 1,310 ) ( 1,428 )

Net deferred tax asset (liability) $ — $ —

For the years ended April 30, 2026 and 2025, the Company recorded a valuation allowance of $ 16.3 million and $ 14.8 million, respectively.

The net increase in the valuation allowance of $ 1.5 million during the fiscal year ended April 30, 2026, was mainly due to increases in the deferred tax assets related to the net operating loss carryforward, net of decreases for other timing differences.

The net increase of $ 1.5 million related to the U.S.

federal and state/local jurisdictions of $ 0.1 million and $ 1.4 million, respectively.

The valuation allowance related to the state/local jurisdictions increased mainly due to changes in the blended state statutory tax rate due to changes in state apportionment percentages.

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.

The net decrease of $ 3.3 million related to the U.S.

federal and state/local jurisdictions of $ 3.1 million and $ 200,000 , respectively.

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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net operating loss carry-forwards were approximately $ 41.0 million and $ 35.1 million, respectively.

Net operating losses generated prior to May 1, 2018 have a 20-year carryforward and will begin expiring in 2034 for federal and 2031 for state purposes.

Net operating losses generated prior to May 1, 2018 have a 20-year carryforward and will begin expiring in 2034 for federal and 2031 for state and local tax purposes.

Losses generated in the fiscal years since the year ended April 30, 2019 may be carried forward indefinitely.

A valuation allowance has been recorded against all of these loss carryforwards.

A valuation allowance has been recorded against all of the deferred tax assets related to the loss carryforwards.

Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership may result in a limitation on the amount of net operating losses that may be utilized in future years.

4 unchanged sentences

The Company’s tax years for periods ending April 30, 2014 and forward are subject to examination by the United States and certain states due to the carry-forward of unutilized net operating losses.

The following table indicates the changes to the Company’s uncertain tax positions for the period and years ended April 30, 2025 and 2024 in thousands:

In Israel, tax returns remain open to review by the Israel Tax Authority (ITA) for four years from the end of the tax year in which the return was filed.

The Company's tax years for periods ending April 30, 2020 and forward are subject to examination by the ITA.

The Company intends to indefinitely reinvest the earnings of its foreign subsidiaries and, therefore, has not recognized deferred taxes on the related outside basis differences.

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A reconciliation of the Company’s uncertain tax positions for years ended April 30, 2026 and 2025 is as follows (in thousands):

Year Ended April 30,

Balance, beginning of the year $ 181 $ 181

Addition based on tax positions related to prior years — —

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

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

Balance at beginning of year $ — $ 181

Additions based on tax positions related to the current year — —

Additions for tax positions of prior years — —

Reductions for tax positions of prior years — —

Settlements — —

Reductions due to lapse of statute of limitations — ( 181 )

Balance at end of year $ — $ —

As of May 1, 2024, the above amount 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:

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended April 30,

2 unchanged sentences

Weighted Average common shares - basic and diluted 13,832,385 13,659,786

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

Basic net income (loss) per share $ ( 0.08 ) $ 0.34

Diluted income (loss) per share computation

10 unchanged sentences

Related Party Transactions

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Related party transactions include transactions between the Company and its shareholders, management, or affiliates.

14 unchanged sentences

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.

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.

Operating Leases

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• 1330 Piccard Drive Suite 025, Rockville, MD 20850, which consists of laboratory and office space where the Company conducts operations related to its primary service offerings.

The Company executed the original lease in January 2017.

The Company executed the original lease in January 2017 and the operating commencement date was August 11, 2017.

The lease was amended to expand the premises and extend the expiration date in March 2020 and again in December 2020.

The operating commencement date was August 11, 2017.

This lease expires in February 2029.

The Company recognized $ 1.7 million of rent expense for both fiscal 2026 and 2025.

• 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.

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

The lease expires October 31, 2028.

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

The Company executed the lease in November 2022.

The lease was set to expire October 31, 2028.

During the three months ended October 31, 2025, the Company exercised its right to terminate the lease early.

The lease terminated April 30, 2026 and the Company is not currently utilizing a physical site in Italy.

As part of this lease modification, the Company recorded a reduction to its right of use asset related to this lease of $ 108,000 during the year ended April 30, 2026.

The Company also recorded a reduction to the current and non-current portions of the related operating lease liabilities of $ 16,000 and $ 101,000 , respectively, during the year.

These reductions resulted in the recording of a gain on lease termination of $ 9,000 .

The Company recognized $ 50,000 of rent expense associated with this lease in Italy for both fiscal 2026 and 2025.

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

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

April 30, 2026 April 30, 2025

4 unchanged sentences

As of April 30, 2025, the weighted average remaining operating lease term and the weighted average discount rate were 3.75 years and 5.89 %, respectively.

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

Future minimum lease payments for operating leases due each fiscal year are as follows (in thousands):

Total undiscounted liabilities 8,049

2 unchanged sentences

The composition of total lease cost for the years ended April 30, 2026 and 2025 were as follows (in thousands):

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended April 30,

6 unchanged sentences

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.

On June 5, 2026, subsequent to the 2026 fiscal year-end balance sheet date, the Company executed an amendment to its existing operating lease for its office and lab space located in Rockville, MD , extending the lease term through March 31, 2037.

The amendment will be accounted for as a lease modification in accordance with ASC 842 in the first quarter of fiscal 2027.

Based on its preliminary assessment, the Company expects the lease modification to increase its operating lease right-of-use assets and its operating lease liabilities by approximately $ 6.3 million.

The amendment is also expected to increases the Company's future contractual minimum lease payment obligations by approximately $ 16.9 million over the remaining lease term through March 31, 2037.

These amounts are preliminary and may change upon completion of the Company's detailed lease accounting analysis.

CHAMPIONS ONCOLOGY

2 unchanged sentences

CHAMPIONS ONCOLOGY, INC.

July 23, 2025 /s/ RONNIE MORRIS

Ronnie Morris

July 27, 2026 /s/ ROBERT BRAININ

Robert Brainin

Chief Executive Officer

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Signature Title Date

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

Ronnie Morris (principal executive officer)

/s/ ROBERT BRAININ Chief Executive Officer and Director July 27, 2026

Robert Brainin (principal executive officer)

/s/ DAVID MILLER Chief Financial Officer July 27, 2026

David Miller (principal financial and accounting officer)

/s/ RONNIE MORRIS Director, July 27, 2026

Ronnie Morris Chairman of the Board of Directors

/s/ JOEL ACKERMAN Director July 27, 2026

Joel Ackerman Chairman of the Board of Directors

Joel Ackerman

/s/ DAVID SIDRANSKY Director July 27, 2026

David Sidransky

/s/ ROBERT BRAININ Director July 23, 2025

Robert Brainin

TOBIN Director July 27, 2026

1 unchanged sentence

Daniel Mendelson

/s/ PHILIP BREITFELD Director July 23, 2025

Philip Breitfeld

/s/ BRIAN ALEXANDER Director July 27, 2026

Brian Alexander

Exhibit Index

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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)

21 List of Subsidiaries (incorporated by reference to Exhibit 21 to the Company's Annual Report on Form 10-K filed July 19, 2024)

23.1 Consent of Independent Registered Public Accounting Firm*

17 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