SEC Form 10-Q filed by Champions Oncology Inc.
$CSBR
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended | |||||
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to | |||||
Commission file number 001-11504
(Exact name of registrant as defined in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Zip Code) | |||||
| (Address of principal executive offices) | |||||
(201 ) 808-8400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
The | ||||||||||||||
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ | Smaller reporting company | |||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
The number of shares of common stock of the Registrant outstanding as of September 12, 2025 was 13,788,421 .
DOCUMENTS INCORPORATED BY REFERENCE - None
INDEX TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2025
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
CHAMPIONS ONCOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
| July 31, 2025 | April 30, 2025 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Property and equipment, net | |||||||||||
| Other long-term assets | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Other current liability | |||||||||||
| Deferred revenue | |||||||||||
| Total current liabilities | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $ | |||||||||||
| Treasury stock, at cost | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity attributable to Champions Oncology, Inc. | |||||||||||
| Noncontrolling interest | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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CHAMPIONS ONCOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Amounts)
| Three Months Ended July 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| $ | $ | ||||||||||
| Costs and operating expenses: | |||||||||||
| Research and development | |||||||||||
| Sales and marketing | |||||||||||
| General and administrative | |||||||||||
| Loss on disposal of equipment | |||||||||||
| Total costs and operating expenses | |||||||||||
| (Loss) income from operations | ( | ||||||||||
| Other income, net | |||||||||||
| (Loss) income before provision for income taxes | ( | ||||||||||
| Provision for income taxes | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Less: net loss attributable to noncontrolling interest | |||||||||||
| Net (loss) income attributable to Company's common shares | $ | ( | $ | ||||||||
| Net (loss) income per common share outstanding | |||||||||||
| basic | $ | ( | $ | ||||||||
| diluted | $ | ( | $ | ||||||||
| Weighted average common shares outstanding | |||||||||||
| basic | |||||||||||
| and diluted | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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CHAMPIONS ONCOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY)
(Dollars in Thousands)
| Common Stock | Treasury Stock | Additional Paid-in Capital | Non-Controlling Interest | Accumulated Deficit | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance April 30, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock on exercise of stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance July 31, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Deficiency | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||
| Balance April 30, 2024 | $ | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance July 31, 2024 | $ | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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CHAMPIONS ONCOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
| Three Months Ended July 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating activities: | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
| Stock-based compensation | |||||||||||
| Depreciation and amortization expense | |||||||||||
| Loss on disposal of equipment | |||||||||||
| Operating lease right-of use assets | |||||||||||
| Allowance and estimated credit losses | ( | ( | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Accounts payable | ( | ||||||||||
| Accrued liabilities | ( | ( | |||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Deferred revenue | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Purchase of property and equipment | ( | ||||||||||
| Net cash used in investing activities | ( | ||||||||||
| Financing activities: | |||||||||||
| Proceeds from exercise of options | |||||||||||
| Finance lease payments | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Increase in cash | |||||||||||
| Cash at beginning of period | |||||||||||
| Cash at end of period | $ | $ | |||||||||
| Non-cash investing activities: | |||||||||||
| Equipment purchased in accounts payable | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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CHAMPIONS ONCOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization, Use of Estimates and Basis of Presentation
Champions Oncology, Inc. (the "Company", or "we", or "our") 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. 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 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.
The Company has four operating subsidiaries: Champions Oncology (Israel), Limited, Champions Oncology U.K. Limited, Champions Oncology, S.R.L. (Italy), and Corellia A.I. Inc. ("Corellia"). For the three months ended July 31, 2025 and 2024, there were no
The Company’s foreign subsidiaries' functional currency is the U.S. dollar. Transaction gains and losses are recognized in earnings. The Company is subject to foreign exchange rate fluctuations in connection with the Company’s international operations.
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The Company operates in one reportable business segment. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries in which it holds a controlling financial interest. Intercompany transactions and accounts have been eliminated. Non-controlling interests represent the portion of the equity in consolidated subsidiaries not attributable to the company. The non-controlling interests' share of the net assets, net income, and comprehensive income is separately presented in the condensed consolidated financial statements where applicable.
These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC. Certain information related to the Company’s organization, significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with GAAP has been condensed or omitted. The April 30, 2025 condensed consolidated balance sheet in the accompanying interim condensed consolidated financial statements was derived from audited condensed consolidated financial statements. The accounting policies followed in the preparation of these unaudited condensed consolidated financial statements are consistent with those followed in the Company’s annual condensed consolidated financial statements for the fiscal year ended April 30, 2025, as filed in the Company's Annual Report on Form 10-K with the SEC on July 23, 2025 (the "Annual Report"). In the opinion of management, these unaudited condensed consolidated financial statements contain all material adjustments necessary to fairly state our financial position, results of operations and cash flows for the periods presented and the presentations and disclosures herein are adequate when read in conjunction with the Annual Report. The results of operations for the interim periods are not necessarily indicative of the results of operations for a full fiscal year.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
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Note 2. Significant Accounting Policies
The significant accounting policies used in the preparation of these condensed consolidated financial statements are disclosed in our 2025 Annual Report and there have been no changes to the Company's significant accounting policies during the three months ended July 31, 2025.
Liquidity
The Company's liquidity needs have typically arisen from the funding of its research and development programs and the launch of new products and services, working capital requirements, and other strategic initiatives. Historically, 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. For the three months ended July 31, 2025, the Company had a net loss of approximately $466,000 , an accumulated deficit of approximately $80.4 million negative working capital of $1.7 million and cash of $10.3 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 the next twelve months from the filing of this report. 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.
Earnings Per Share
A reconciliation of net income and number of shares used in computing basic and diluted earnings per share was as follows:
| Three Months Ended July 31, | |||||||||||
| (Dollars in Thousands) | 2025 | 2024 | |||||||||
| Basic net income (loss) per share computation: | |||||||||||
| Net income (loss) attributable to common stockholders | $ | ( | $ | ||||||||
| Weighted Average common shares – basic | |||||||||||
| Basic net income (loss) per share | $ | ( | $ | ||||||||
| Diluted net income (loss) per share computation: | |||||||||||
| Net income (loss) attributable to common stockholders | $ | ( | $ | ||||||||
| Weighted Average common shares | |||||||||||
| Incremental shares from assumed exercise of stock options | |||||||||||
| Adjusted weighted average share – diluted | |||||||||||
| Diluted net income (loss) per share | $ | ( | $ | ||||||||
The following table reflects the total potential common stock instruments outstanding at July 31, 2025 and 2024 including those that could have an effect on the future computation of dilution per common share, had their effect not been anti-dilutive.
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| July 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Total common stock equivalents | |||||||||||
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") 606 ("ASC 606"), Revenue from Contracts with Customers. The objective of the standard is to establish a single comprehensive revenue recognition model that is designed to create greater comparability of financial statements across industries and jurisdictions. Under this standard, companies recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services.
All revenue is generated from contracts with customers. The Company recognizes revenue when control of these services is transferred to the customer in an amount, referred to as the transaction price, that reflects the consideration to which the Company is expected to be entitled in exchange for those services. The Company determines revenue recognition utilizing the following five steps: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract (promised goods or services that are distinct), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations, and (5) recognition of revenue when, or as, the Company transfers control of the product or service for each performance obligation. The Company records revenues net of any tax assessments by governmental authorities, such as value added taxes, that are imposed on and concurrent with specific revenue generating transactions.
The majority of the Company's revenue arrangements are service contracts that are completed within a year or less. There are a few contracts that range in duration between 1 and 3 years. Substantially all of the Company's performance obligations, and associated revenue, are transferred to the customer over time. Most of the Company's contracts can be terminated by the customer without cause. In the event of termination, the Company's contracts provide that the customer pay the Company for services rendered through the termination date. The Company generally receives compensation based on a predetermined invoicing schedule relating to specific milestones for that contract.
Amendments to contracts are common. The Company evaluates each amendment which meets the criteria of a contract modification under ASC 606. Each modification is further evaluated to determine whether the contract modification should be accounted for as a separate contract or as a continuation of the original agreement.
The Company accounts for amendments as a separate contract as they meet the criteria under ASC 606-10-25-12.
Pharmacology Study and Other Services
The Company generally enters into contracts with customers to provide oncology services with payments based on fixed-fee arrangements. At contract inception, the Company assesses the services promised in the contracts with customers to identify the performance obligations in the arrangement. The Company's fixed-fee arrangements for oncology services are considered a single performance obligation because the Company provides a highly-integrated service.
The Company recognizes revenue over time using a progress-based input method since there is no single output measure that would fairly depict the transfer of control over the life of the performance obligation. Revenue is recognized for the single performance obligation over time due to the Company's right to payment for work performed to date and the performance does not create an asset with an alternative use. The Company recognizes revenue as portions of the overall performance obligation are completed as this best depicts the progress of the performance obligation.
License Revenue
The Company also enters into contracts to provide access to certain 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 licensed data. The Company recognizes this license revenue at a point in time when the performance obligation is satisfied by delivery of the access to the data.
Incremental Costs of Obtaining a Contract (Sales Commissions)
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Under ASC 606, the costs of obtaining a contract can be expensed immediately, rather than capitalized and amortized, if the amortization period is one year or shorter. Sales commissions for the Company represent contract costs with a term of one year or less. Therefore, under ASC 606, the Company elected the practical expedient to expense these costs as incurred.
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. In general, the Company's intention in its invoicing (payment terms) is to maintain cash neutrality over the life of the contract. 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. 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. As the contracted services are subsequently performed and the associated revenue is recognized, the deferred revenue balance is reduced by the amount of the revenue recognized during the period. Deferred revenue is classified as a current liability on the condensed consolidated balance sheet as the Company expects to recognize the associated revenue in less than one year.
Segment Reporting
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
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period’s presentation.
Recently Issued Accounting Pronouncements
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, 2024, with early adoption permitted. The Company adopted this ASU as of May 1, 2025 and the impact on its financial statements was not material.
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Note 3. Accounts Receivable, Unbilled Services and Deferred Revenue
Accounts receivable and unbilled services were as follows (in thousands):
| July 31, 2025 | April 30, 2025 | May 1, 2024 | |||||||||||||||
| Accounts receivable | $ | $ | $ | ||||||||||||||
| Unbilled services | |||||||||||||||||
| Total accounts receivable and unbilled services | |||||||||||||||||
| Less: Allowances for doubtful accounts and estimated credit losses | ( | ( | ( | ||||||||||||||
| Total accounts receivable, net | $ | $ | $ | ||||||||||||||
| Beginning balance April 30, 2025 | $ | ( | ||||||
| Plus: Provision for credit losses and doubtful accounts | ||||||||
| Less: Reversal of provision for credit losses and doubtful accounts, net | ||||||||
| Less: Reversal for amounts subsequently collected | ||||||||
| Less: Write offs | ||||||||
| Ending balance July 31, 2025 | $ | ( | ||||||
Deferred revenue was as follows (in thousands):
| July 31, 2025 | April 30, 2025 | May 1, 2024 | |||||||||||||||
| Deferred revenue | $ | $ | $ | ||||||||||||||
Note 4. Revenue from Contracts with Customers
Oncology Revenue
The following table represents disaggregated revenue for the three months ended July 31, 2025 and 2024 (in thousands):
| Three Months Ended July 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Pharmacology services | $ | $ | ||||||||||||
| TOS data license revenue | ||||||||||||||
| Other TOS revenue | ||||||||||||||
| Total oncology revenue | $ | $ | ||||||||||||
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Translational Oncology Solutions ("TOS") license revenue represents revenue from the sale of a license to access certain of the Company's PDX data. Other TOS revenue represents additional services provided to the Company's pharmaceutical and biotechnology customers, specifically flow cytometry services and software-as-a-service ("SaaS") provided via our Lumin Bioinformatics software ("Lumin").
Note 5. Property and Equipment
Property and equipment is recorded at cost and primarily consists of laboratory equipment, computer equipment and software, capitalized software development costs, and furniture and fixtures. Depreciation and amortization is calculated on a straight-line basis over the estimated useful lives of the various assets ranging from to nine years . Property and equipment consisted of the following (table in thousands):
| July 31, 2025 | April 30, 2025 | ||||||||||
| Furniture and fixtures | $ | $ | |||||||||
| Computer equipment and software | |||||||||||
| Capitalized software development costs | |||||||||||
| Laboratory equipment | |||||||||||
| Assets in progress | |||||||||||
| Leasehold improvements | |||||||||||
| Total property and equipment | |||||||||||
| Less: Accumulated depreciation and amortization | ( | ( | |||||||||
| $ | $ | ||||||||||
Depreciation and amortization expense was $358,000 and $449,000 for the three months ended July 31, 2025 and 2024, respectively. Depreciation and amortization expense, excluding expense recorded under finance leases, was $320,000 and $412,000 for the three months ended July 31, 2025 and 2024, respectively.
As of July 31, 2025 and April 30, 2025, property, plant and equipment included gross assets held under finance leases of $1.0 38,000 and $37,000 for the three months ended July 31, 2025 and 2024, respectively.
During the three months ended July 31, 2025, the Company disposed of lab equipment with a cost of $44,000 and accumulated depreciation of $24,000 as of the disposal date, resulting in a loss on disposal of equipment recorded of $20,000 . During the three months ended July 31, 2024, the Company did not dispose of any equipment.
Finance Lease
During fiscal year 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 June 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 $19,000 and $18,000 for the three months ended July 31, 2025 and 2024. Interest on the related finance lease liability was less than $1,000 and approximately $1,000 for the three months ended July 31, 2025 and 2024, respectively.
During fiscal year 2022, 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 $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. At the commencement of the commitment, the present value of the minimum future obligations of $370,000 was calculated based on an interest rate of 3.25 %. Depreciation and amortization expense related to this finance lease was $19,000
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and $19,000 for the three months ended July 31, 2025 and 2024, respectively. Interest on the related finance lease liability was approximately $1,300 and $2,000 for the three months ended July 31, 2025 and 2024, respectively.
As noted above, the Company's financing leases are for laboratory equipment. The associated liabilities for these leases are classified on the condensed consolidated balance sheets within other current and other non-current liabilities. The weighted average remaining lease term of these leases is 1.54 years.
Financing lease assets (lab equipment) and lease liabilities related to our current financing leases are as follows (in thousands):
| July 31, 2025 | April 30, 2025 | |||||||
| Financing lease net asset | $ | $ | ||||||
| Current portion of financing lease liabilities | ||||||||
| Non-current portion of financing lease liabilities | ||||||||
Future minimum lease payments due each fiscal year as follows (in thousands):
| 2026 (remaining) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| Total undiscounted liabilities | |||||
| Less: Imputed interest | ( | ||||
| Present value of minimum lease payments | $ | ||||
Refer to Note 7, Leases, for information on operating leases.
Note 6. Stock-Based Payments
Stock-based compensation expense was recognized as follows (table in thousands):
| Three Months Ended July 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| General and administrative | $ | $ | |||||||||||||||
| Sales and marketing | |||||||||||||||||
| Research and development | |||||||||||||||||
| Cost of oncology revenue | |||||||||||||||||
| Total stock-based compensation expense | $ | $ | |||||||||||||||
For the three months ended July 31, 2025, stock-based compensation expense for research and development includes approximately $30,000 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 AI (collectively, the "Plans"). In general, these Plans provide for stock-based compensation to the Company’s employees, directors and non-employees. 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 Options; (iii) Restricted Stock Awards; and/or (iv) Stock Appreciation Rights (collectively, stock-based compensation) to its
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employees, directors and non-employees. Total stock awards under the 2021 Equity Plan shall not exceed 2 million shares of common stock. Options and Stock Appreciation Rights expire no later than ten years 100 % of the fair market value of the common stock subject to the option or right at the date of grant. As of July 31, 2025, approximately 342,000 shares were available for issue under this plan.
2010 Equity Incentive Plan
On February 18, 2011, shareholders owning a majority of the issued and outstanding shares of the Company executed a written consent approving the 2010 Equity Incentive Plan (“2010 Equity Plan”). The purpose of the 2010 Equity Plan is to grant (i) Non-statutory Stock Options; (ii) Restricted Stock Awards; and (iii) Stock Appreciation Rights (collectively, stock-based compensation) to its employees, directors and non-employees. Total stock awards under the 2010 Equity Plan shall not exceed 30,000,000 shares of common stock. Options and Stock Appreciation Rights expire no later than ten years 100 % of the fair market value of the common stock subject to the option or right at the date of grant. After February 2021, no more shares were available to be issued from this plan. As of July 31, 2025, approximately 885,000 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 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.
Stock Option Grants
| Three Months Ended July 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Expected term in years | |||||||||||||||||
| Risk-free interest rates | |||||||||||||||||
| Volatility | |||||||||||||||||
| Dividend yield | |||||||||||||||||
The weighted average fair value of stock options granted during the three months ended July 31, 2025 and 2024 was $4.33 and $3.02 , respectively.
Black-Scholes assumptions used to calculate the fair value of Corellia options granted by Corellia during the three months ended July 31, 2025 and 2024 were as follows:
| Three Months Ended July 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Expected term in years | 0 | ||||||||||||||||
| Risk-free interest rates | |||||||||||||||||
| Volatility | |||||||||||||||||
| Dividend yield | |||||||||||||||||
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The weighted average fair value of stock options granted during the three months ended July 31, 2025 was $1,364.00 . There have been no Corellia stock options granted prior to the first quarter of fiscal 2026.
Due to the absence of an active market for the Corellia's common stock, Corellia utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its common stock. In determining the exercise prices for stock options granted, Corellia has considered the estimated fair value of the common stock as of the measurement date. The estimated fair value of the common stock has been determined at each grant date based upon a variety of factors, including the illiquid nature of the common stock. Among other factors are Corellia's financial position and historical financial performance, the status of technological developments within its' research, the composition and ability of the current research and management team, an evaluation or benchmark of the Company’s competition and the current business climate in the marketplace. Significant changes to the key assumptions underlying the factors used could result in different fair values of common stock at each valuation date.
The Company’s stock options activity for the 2021 and 2010 equity incentive plans for the three months ended July 31, 2025 was as follows:
| Directors and Employees | Non- Employees | Total | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||||||||||||||||||||||||
| Outstanding, April 30, 2025 | $ | $ | |||||||||||||||||||||||||||||||||
| Granted | |||||||||||||||||||||||||||||||||||
| Exercised | ( | ( | |||||||||||||||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||||||||||||||
| Outstanding, July 31, 2025 | $ | $ | |||||||||||||||||||||||||||||||||
| Vested and expected to vest as of July 31, 2025 | $ | $ | |||||||||||||||||||||||||||||||||
| Exercisable as of July 31, 2025 | $ | $ | |||||||||||||||||||||||||||||||||
The stock options activity for the Corellia 2023 Global equity incentive plan for the three months ended July 31, 2025 was as follows:
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| Directors and Employees | Non- Employees | Total | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | |||||||||||||||||||||||||||
| Outstanding, April 30, 2025 | $ | 0 | $ | |||||||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||||||||
| Outstanding, July 31, 2025 | $ | $ | ||||||||||||||||||||||||||||||
| Vested and expected to vest as of July 31, 2025 | $ | $ | ||||||||||||||||||||||||||||||
| Exercisable as of July 31, 2025 | $ | — | $ | |||||||||||||||||||||||||||||
Share Repurchase Program
On March 29, 2023, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $5.0 million of the Company’s common stock. The share repurchase program is designed in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The shares may be purchased from time to time in the open market, as permitted under applicable rules and regulations, at prevailing market prices. The timing and amount of repurchases will depend on market conditions, share price, applicable legal requirements and other factors. The program does not obligate the Company to acquire a minimum number of shares. As of July 31, 2025, the Company had purchased 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 last purchase was made during fiscal year 2024.
Note 7. Leases
Operating Leases
The Company currently leases certain office equipment and its office and laboratory facilities under non-cancelable operating leases. Rent expense for operating leases is recognized on a straight-line basis over the lease term from the lease commencement date through the scheduled expiration date. Rent expense totaled $453,000
The Company leases the following facilities:
•One University Plaza, Suite 307, Hackensack, New Jersey 07601, which, since November 2011, serves as the Company’s corporate headquarters. The lease expires in November 2026. The Company recognized $19,000
•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 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 $422,000
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•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 the lease in November 2022. The lease expires October 31, 2028. The Company recognized $13,000
| July 31, 2025 | April 30, 2025 | ||||||||||
| Operating lease right-of-use assets, net | $ | $ | |||||||||
| Current portion of operating lease liabilities | |||||||||||
| Non-current portion of operating lease liabilities | |||||||||||
As of July 31, 2025, the weighted average remaining operating lease term and the weighted average discount rate were 3.51 years and 5.89 %, respectively. As of July 31, 2024, the weighted average remaining operating lease term and the weighted average discount rate were 4.49 years and 5.88 %, respectively.
Future minimum lease payments due each fiscal year as follows (in thousands):
| 2026 (remaining) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total undiscounted liabilities | |||||
| Less: Imputed interest | ( | ||||
| Present value of minimum lease payments | $ | ||||
The composition of total lease cost for three months ended July 31, 2025 and 2024 were as follows (in thousands):
| Three Months Ended July 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Operating lease costs | $ | $ | |||||||||||||||
| Financing lease costs: | |||||||||||||||||
| Amortization of leased assets | |||||||||||||||||
| Interest on lease liabilities | |||||||||||||||||
| Total lease costs | $ | $ | |||||||||||||||
Refer to Note 5, Property and Equipment, for information on financing leases.
Note 8. Related Party Transactions
Related party transactions include transactions between the Company and its shareholders, management, or affiliates. The following transactions were in the normal course of operations and were measured and recorded at the exchange amount, which is the amount of consideration established and agreed to by the parties.
Consulting Services
During the three months ended July 31, 2025 and 2024, the Company recognized $0 and $9,000 , respectively, for consulting services provided by an affiliate of a Board member, unrelated to his duty as a Board member.
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Note 9. Commitments and Contingencies
Legal Matters
The Company is not currently party to any legal matters to its knowledge. The Company is not aware of any other matters that would have a material impact on the Company’s financial position or results of operations.
Royalties
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our historical results of operations and our liquidity and capital resources should be read in conjunction with the condensed consolidated financial statements and related notes that appear elsewhere in this Report and our 2025 Annual Report.
Forward-Looking Statements
This Report contains certain “forward-looking statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation, and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new programs; expectations that regulatory developments or other matters will not have a material adverse effect on our financial position, results of operations, or liquidity; statements concerning projections, predictions, expectations, estimates, or forecasts as to our business, financial and operational results, and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in future tense, identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
Forward-looking statements speak only as of the date the statements are made. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those described in “Risk Factors” in Part I, Item 1A of our 2025 Annual Report, as updated in our subsequent reports filed with the SEC, including any updates found in Part II, Item 1A of this or other reports on Form 10-Q, if any. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Overview and Recent Developments
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We are a technology-enabled research organization engaged in creating transformative technology solutions to be utilized in drug discovery and development. Our research center consists of a comprehensive set of computational and experimental research platforms. Our pharmacology, biomarker, and data platforms are designed to facilitate drug discovery and development at lower costs and increased speeds. We perform studies which we believe may predict the efficacy of experimental oncology drugs or approved drugs as stand-alone therapies or in combination with other drugs and can simulate the results of human clinical trials. These studies include in vivo studies that rely on implanting multiple tumors from our TumorBank in mice and testing the therapy of interest on these tumors. Studies may also include bioinformatics analysis that reveal the differences in the genetic signatures of the tumors that responded to a therapy as compared to the tumors that did not respond. Additionally, we provide computational or experimental support to identify novel therapeutic targets, select appropriate patient populations for clinical evaluation, identify potential therapeutic combination strategies, and develop biomarker hypothesis of sensitivity or resistance. These studies include the use of our in vivo, ex vivo, analytical and computational platforms.
We are engaged in the development and sale of advanced technology solutions and products to personalize the development and use of oncology drugs through our Translational Oncology Solutions ("TOS"). This technology ranges from computational-based discovery platforms, unique oncology software solutions, and innovative and proprietary experimental tools such as in vivo, ex vivo and biomarker platforms. Utilizing our TumorGraft Technology Platform (the "Platform"), a comprehensive bank of unique, well characterized Patient Derived Xenograft ("PDX") models, we provide select services to pharmaceutical and biotechnology companies seeking personalized approaches to drug development. By performing studies to predict the efficacy of oncology drugs, our Platform facilitates drug discovery with lower costs and increased speed of drug development as well as increased adoption of existing drugs.
We offer access to certain PDX model data via licensing agreements. As our Platform has been expanded over time with the collection of models and the enhancement of their characterization, we have developed a robust multi-omic dataset with substantial potential for both drug discovery and development. This dataset serves as a vital resource for both our pharmaceutical and biotechnology customer who gain access to model-specific data and further their research via licensed access.
We also offer Lumin Bioinformatics ("Lumin"), an oncology data-driven Software as a Service ("SaaS") program. Our Lumin software contains comprehensive information derived from our research services and clinical studies. Lumin leverages our large Datacenter coupled with analytics and artificial intelligence to provide a robust tool for computational cancer research. Insights developed using Lumin can provide the basis for biomarker hypotheses, reveal potential mechanisms of therapeutic resistance, and guide the direction of additional preclinical evaluations.
Our drug discovery and development business leverages the computational and experimental capabilities within our platforms. Our discovery strategy utilizes our Datacenter, coupled with artificial intelligence and other advanced computational analytics, to identify novel therapeutic targets. We then employ the use of our proprietary experimental platforms to validate these targets for further drug development efforts.
We have a pipeline of targets at various stages of discovery and validation, with a select group that has progressed to therapeutic development. Our commercial strategy for the validated targets and therapeutics established from this business is wide-ranging and still being developed. It will depend on many factors, and will be specific for each target or therapeutic area identified. All expenses associated with this part of our business are research and development and are expensed as incurred.
We regularly evaluate strategic options to create additional value from our drug discovery business, which may include, but are not limited to, potential spin-out transactions or capital raises.
Liquidity and Capital Resources
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 three months ended July 31, 2025 and 2024, the Company had a net loss of $466,000 and net income of $1.3 million, respectively. As of July 31, 2025, the Company had an accumulated deficit of approximately $80.4 million, negative working capital of $1.7 million and cash of $10.3 million. For the three months ended July 31, 2025, the Company realized cash flow from operations of approximately $600,000. Despite our negative working capital at this date, we believe that our cash on hand, together with expected cash flows from operations, are adequate to fund operations through at
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least October 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.
Operating Results
The following table summarizes our operating results for the periods presented below (dollars in thousands):
| For the Three Months Ended July 31, | |||||||||||||||||||||||||||||
| 2025 | % of Revenue | 2024 | % of Revenue | % Change | |||||||||||||||||||||||||
| Oncology revenue | $ | 13,995 | 100.0 | % | $ | 14,061 | 100.0 | % | (0.5) | % | |||||||||||||||||||
| Costs and operating expenses: | |||||||||||||||||||||||||||||
| Cost of oncology revenue | 7,995 | 57.1 | 7,072 | 50.3 | 13.1 | ||||||||||||||||||||||||
| Research and development | 2,082 | 14.9 | 1,454 | 10.3 | 43.2 | ||||||||||||||||||||||||
| Sales and marketing | 1,855 | 13.3 | 1,679 | 11.9 | 10.5 | ||||||||||||||||||||||||
| General and administrative | 2,570 | 18.4 | 2,527 | 18.0 | 1.7 | ||||||||||||||||||||||||
| Loss on disposal of equipment | 20 | 0.1 | — | — | 100.0 | ||||||||||||||||||||||||
| Total costs and operating expenses | 14,522 | 103.8 | 12,732 | 90.5 | 14.1 | ||||||||||||||||||||||||
| Income (loss) from operations | $ | (527) | (3.8) | % | $ | 1,329 | 9.5 | % | (139.7) | % | |||||||||||||||||||
Oncology Revenue
Oncology revenue, primarily derived from research services, totaled $14.0 million for the three months ended July 31, 2025, compared to $14.1 million for the same period in 2024, a decrease of $66,000 or 0.5%.
Our revenues are comprised of the following:
| Three Months Ended July 31, | |||||||||||
| (in 000s) | 2025 | 2024 | |||||||||
| Pharmacology services | $ | 13,230 | $ | 13,069 | |||||||
| TOS license revenue | 311 | — | |||||||||
| Other TOS revenue | 454 | 992 | |||||||||
| Total oncology revenue | $ | 13,995 | $ | 14,061 | |||||||
Pharmacology Services
•The slight increase in revenue comparing the three month periods ended July 31, 2025 to 2024 was the result of an increase in the bookings to revenue conversion rate. Bookings, which represent the total value of signed statements of work, convert to revenue over time as the Company fulfills its contractual performance obligations.
TOS Data License Revenue
•Revenue for the three months ending July 31, 2025 resulted from the sale of data licenses. There was no data license revenue for the three months ended July 31, 2024.
Other TOS Revenue
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•Other TOS Revenue includes additional services provided to the Company's pharmaceutical and biotechnology customers, specifically flow cytometry and SaaS provided via Lumin.
•Our flow cytometry services revenue decreased approximately $540,000 for the three months ended July 31, 2025, due to a decline in clinical bookings and a de-emphasis on this business unit. The decrease in Other TOS Revenue was partially offset by a slight increase in our SaaS revenues for the three-month period ending July 31, 2025 as compared with 2024, of $1,000.
Cost of Oncology Revenue
For the three months ended July 31, 2025, cost of oncology revenue increased $923,000 or 13.1% to $8.0 million, compared to $7.1 million in the prior year period. The increase primarily reflects higher outsourced lab services for radiolabeling work, which will vary from quarter to quarter but should decrease as we migrate this work in-house.
Research and Development
Research and development expense for the three months ended July 31, 2025 and 2024 were $2.1 million and $1.5 million, respectively, an increase of approximately $628,000 or 43.2%.
The significant components of research and development expense are comprised of the following:
| Three Months Ended July 31, | ||||||||||||||
| (in 000s) | 2025 | 2024 | ||||||||||||
| Compensation | $ | 875 | $ | 605 | ||||||||||
| Laboratory Supplies | 637 | 490 | ||||||||||||
| Mice Costs | 19 | 100 | ||||||||||||
| Outside Services | 448 | 52 | ||||||||||||
The overall increases in research and development expense for the three month period was primarily the result of an increase in outsourced lab services, compensation, and lab supplies as we increase investment in our data licensing platform and for Corellia, our wholly owned subsidiary focused on target discovery.
Sales and Marketing
Sales and marketing expenses for the three months ended July 31, 2025 and 2024 were $1.9 million and $1.7 million, an increase of $176,000 or 10.5%. The increase was related to compensation expense to support the growth of our data license business.
General and Administrative
General and administrative expenses for the three months ended July 31, 2025 and 2024 were $2.6 million and $2.5 million, respectively, a slight increase of $43,000, or 1.7%. General and administrative expenses are primarily comprised of compensation, insurance, professional fees, IT and depreciation and amortization expenses.
Cash Flows
The following discussion relates to the major components of our cash flows:
Cash Flows from Operating Activities
For three months ended July 31, 2025, net cash provided by operating activities was $600,000. The cash provided by operating activities was supported by receivables conversion and normal working capital activity, partially offset by a quarterly net loss. For the three months ended July 31, 2024, net cash provided by operating activities was $311,000. The cash provided by operating activities was primarily due to income from operations offset by changes in our working capital accounts in the ordinary course of business.
Cash Flows from Investing Activities
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Net cash used in investing activities for the quarter was approximately $46,000. This was the result of purchases of lab and computer equipment during the quarter. The cash used in investing activities for the three months ended July 31, 2024 was $0.
Cash Flows from Financing Activities
Net cash used in financing activities was $14,000 for the three months ended July 31, 2025 resulting from financing lease payments partially offset by proceeds received for stock options exercises. Net cash used in financing activities was $37,000 for the three months ended July 31, 2024, resulting from financing lease payments.
Critical Accounting Estimates and Policies
There have been no changes to our critical accounting policies during the three months ended July 31, 2025. Critical accounting policies and the significant estimates made in accordance with such policies are regularly discussed with our Audit Committee. Those policies are discussed under “Critical Accounting Policies” in “Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” as well as in our Condensed Consolidated Financial Statements and the footnotes thereto, each included in our 2025 Annual Report.
Off-Balance Sheet Financing
We have no off-balance sheet debt or similar obligations. We have no transactions or obligations with related parties that are not disclosed, consolidated into or reflected in our reported results of operations or financial position. We do not guarantee any third-party debt.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
It is management’s responsibility to establish and maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Exchange Act. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily is required to apply its judgment in evaluating the relationship between the benefit of desired controls and procedures and the cost of implementing new controls and procedures.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Our management has assessed the effectiveness of our internal control over financial reporting as of July 31, 2025. Based on that assessment, our management, including our Chief Executive Officer and our Chief Financial Officer, have concluded that our disclosure controls and procedures were effective as of July 31, 2025 at the reasonable assurance level in ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. Further, management concluded that our condensed consolidated financial statements in this Report present fairly, in all material respects, the Company’s financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity with GAAP.
Changes in Internal Control Over Financial Reporting
23
No changes in our internal control over financial reporting occurred during the fiscal quarter ended July 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
To the knowledge of our management team, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such, or against any of our property.
Item 1A. Risk Factors
As a smaller reporting company under Rule 12-2 of the Exchange Act, we are not required to include risk factors in this Report. However, as of the date of this Report, there have been no material changes with respect to those risk factors previously disclosed in our 2025 Annual Report. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Factors That May Adversely Affect our Results of Operations
Our results of operations may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the effects of a resurgence or emergence of pandemic-like viruses, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time fully predict the likelihood of one or more of the above events, their duration, or magnitude or the extent to which they may negatively impact our business.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None.
Use of Proceeds
None.
Issuer Purchases of Equity Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
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Item 6. Exhibits
| No. | Exhibit | |||||||
| 10.1 | Employment Agreement between Champions Oncology, Inc. and Robert Brainin, effective as of July 16, 2025 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed with the SEC on July 21, 2025) | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 101.INS* | iXBRL Instance Document. | ||||||||||
| 101.SCH* | iXBRL Taxonomy Extension Schema Document. | ||||||||||
| 101.CAL* | iXBRL Taxonomy Extension Calculation Linkbase Document. | ||||||||||
| 101.DEF* | iXBRL Taxonomy Extension Definition Linkbase Document. | ||||||||||
| 101.LAB* | iXBRL Taxonomy Extension Label Linkbase Document. | ||||||||||
| 101.PRE* | iXBRL Taxonomy Extension Presentation Linkbase Document. | ||||||||||
* filed herewith
** furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CHAMPIONS ONCOLOGY, INC. | ||||||||
| (Registrant) | ||||||||
| Date: September 15, 2025 | By: | /s/ Robert Brainin | ||||||
| Robert Brainin | ||||||||
| Chief Executive Officer | ||||||||
| (principal executive officer) | ||||||||
| Date: September 15, 2025 | By: | /s/ David Miller | ||||||
| David Miller | ||||||||
| Chief Financial Officer | ||||||||
| (principal financial and accounting officer) | ||||||||
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