UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): November 5, 2013

 

CHAMPIONS ONCOLOGY, INC.

 

(Exact name of registrant as specified in its charter)

 

Delaware   0-17263   52-1401755
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer
of Incorporation)     Identification No.)

 

1 University Plaza, Suite 307, Hackensack, New Jersey 07601

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (201) 808-8400

 

Not applicable

(Former Name or Former Address if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 
 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 5.02.     Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.

 

On November 5, 2013, Champions Oncology, Inc. (the “ Company ”) entered into new employment agreements with Joel Ackerman, the Chief Executive Officer of the Company, and Ronnie Morris, the President of the Company. The term of the Company’s prior employment agreements with Mr. Ackerman and Mr. Morris ended on October 31, 2013.

 

The Company’s new employment agreement with Mr. Ackerman provides for Mr. Ackerman’s continued employment as Chief Executive Officer, and provides further that his annual salary will be $325,000 per year. For the first year, compensation will consist of $108,000 in cash and the balance in the form of an option to purchase 215,000 shares of the Company’s common stock under the Company’s 2010 Equity Incentive Plan. For the second year, compensation will consist of $216,000 in cash and the balance in stock options. For the third year, compensation will consist of $325,000 in cash. Mr. Ackerman will be eligible to receive an annual bonus, with a target of 50% of his annual salary upon achievement of the Company’s annual plan and a maximum payout of 75% of his annual salary, which bonus may be payable in cash or equity at the discretion of the Company’s board of directors. In addition, Mr. Ackerman will be granted (i) an option to purchase 1,500,000 shares of the Company’s common stock, subject to time-based vesting and (ii) an option to purchase 1,500,000 shares of the Company’s common stock, subject to performance-based vesting, both under the Company’s 2010 Equity Incentive Plan. Mr. Ackerman will not be entitled to receive severance upon his departure from the Company and has elected to waive any employee benefits offered by the Company. Mr. Ackerman’s employment is on an at-will basis. The foregoing description is a summary only and is qualified in its entirety by reference to the full text of the employment agreement with Mr. Ackerman, which is attached to this Form 8-K as Exhibit 10.1, and incorporated herein by reference.

 

The Company’s new employment agreement with Mr. Morris provides for Mr. Morris’ continued employment as President of the Company and provides further that his annual salary will be $305,000 per year. For the first years, compensation will consist of $88,000 in cash and the balance in the form of an option to purchase 215,000 shares of the Company’s common stock under the Company’s 2010 Equity Incentive Plan. For the second year, compensation will consist of $196,000 in cash and the balance in stock options. For the third year, compensation will consist of $305,000 in cash. Mr. Morris will be eligible to receive an annual bonus, with a target of 50% of his annual salary upon achievement of the Company’s annual plan and a maximum payout of 75% of his annual salary, which bonus may be payable in cash or equity at the discretion of the Company’s board of directors. In addition, Mr. Morris will be granted (i) an option to purchase 1,500,000 shares of the Company’s common stock, subject to time-based vesting and (ii) an option to purchase 1,500,000 shares of the Company’s common stock, subject to performance-based vesting, both under the Company’s 2010 Equity Incentive Plan. Mr. Morris will not be entitled to receive severance upon his departure from the Company and has elected to waive any employee benefits offered by the Company. Mr. Morris’ employment is on an at-will basis. The foregoing description is a summary only and is qualified in its entirety by reference to the full text of the employment agreement with Mr. Morris, which is attached to this Form 8-K as Exhibit 10.2, and incorporated herein by reference.

 

 
 

 

Item 9.01.     Financial Statements and Exhibits.

 

(d)     Exhibits

 

The following exhibits are filed herewith:

 

Exhibit No.

 

10.1 Employment Agreement between Champions Oncology, Inc. and Joel Ackerman, effective as of November 5, 2013

 

10.2 Employment Agreement between Champions Oncology, Inc. and Ronnie Morris, effective as of November 5, 2013

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  CHAMPIONS ONCOLOGY, INC.
  (Registrant)
   
Date: November 8, 2013 By: /s/ Joel Ackerman
  Joel Ackerman
  Chief Executive Officer

 

 

 

 

Champions Oncology, Inc.

November 5, 2013

 

Joel Ackerman

 

Dear Mr. Ackerman:

 

We are pleased to extend your employment as the Chief Executive Officer of Champions Oncology, Inc. (the “Company”). For so long as you serve as an executive officer of the Company, the Company will nominate you as a member of the board of directors of the Company. This offer is contingent upon your signing our Business Protection Agreement, a copy of which is attached hereto, which protects the Company’s intellectual property and good will, among other things. You will not be entitled to receive any salary or compensation other than the consideration described below, will not be entitled to any severance payments and you have elected to waive any employee benefits.

 

Your annual salary will be $325,000. For the first year commencing on the date of this letter, this will consist of $108,000 per annum in cash and the balance in an option to purchase 215,000 shares of Common Stock of the Company under the 2010 Equity Incentive Plan. For the second year, this will consist of $216,000 in cash and the balance in stock options. For the third year of this agreement, this will consist of $325,000 of cash. The award agreement evidencing the option to purchase 215,000 shares of Common Stock is attached hereto as Exhibit A. The option to be granted in the second year of this agreement will be granted in November 2014 and will be granted pursuant to an award agreement substantially similar to the award agreement attached hereto as Exhibit A. The Company will determine in good faith the number of shares that will be subject to the option granted in November 2014 using the Black-Scholes pricing model.

 

You will also be eligible for a bonus payment of up to 75% of your annual salary. This bonus will be determined by the board of directors or it’s designate, such as the compensation committee, with a target bonus of 50% of your salary for achievement of the company’s annual plan. The timing of the determination and payment regarding your potential bonus shall be consistent with the timing of such determinations and payments for other employees of the Company. The bonus will be payable in cash or equity, at the discretion of the board of directors. Nothing in this paragraph guarantees you any specific bonus in any given year, and the determination as to whether you have earned a bonus will be at the sole discretion of the board of directors, or it’s designate, such as the compensation committee.

 

In addition, as of the date of this letter, you are being granted (i) an option to purchase 1,500,000 shares of Common Stock of the Company, subject to time-based vesting and (i) an option to purchase 1,500,000 shares of Common Stock of the Company, subject to performance-based vesting, both under the 2010 Equity Incentive Plan. The award agreements evidencing these grants are attached hereto as Exhibit B.

 

 
 

 

Our employment relationship will not be for any specified duration and it will be terminable at will, which means that either you or the Company may terminate it at any time. To facilitate the Company’s provision of quality service, we expect you to provide at least 30 days’ advance written notice if you decide to resign. If you decide to resign, you agree to resign also from the board of directors of the Company and any subsidiary thereof. Any dispute regarding your employment will be governed solely by the laws of the State of New Jersey. You and the Company agree that any action arising out of your employment will be brought in and will be subject to the exclusive jurisdiction and venue of the state or federal courts located in Hackensack, New Jersey. You agree that you will not be entitled to any compensation from the Company subsequent to your employment.

 

You agreed to recuse yourself from any meetings by the board of directors or compensation committee regarding any of the determinations referenced in this letter or the similar letter regarding Ronnie Morris, M.D.

 

This letter (including Exhibit A and Exhibit B attached hereto) contains the entire agreement between you and the Company and supersedes any prior agreement, understanding or commitment (oral or written) by or on behalf of the Company, except for the Business Protection Agreement, the Indemnification Agreement and any Stock Option Agreements. The terms of your employment may be amended in the future, but only in writing and signed by both you and by an authorized officer of the Company. Please sign this letter and return it to the Company within 10 days after the date of this letter. We look forward to your continued contribution to our Company.

 

Champions Oncology, Inc.

 

By: /s/ Abba Poliakoff    
  Abba Poliakoff, Chairman, Compensation Committee  

 

Agreed and Accepted:  
   
By: /s/ Joel Ackerman    
  Joel Ackerman, CEO  

 

 
 

 

Exhibit A

 

[Insert Option Agreement and form of Option Agreement]

 

Exhibit B

 

[Insert Option Agreements]

 

 

 

 

Champions Oncology, Inc.

November 5, 2013

 

Ronnie Morris, M.D.

 

Dear Dr. Morris:

 

We are pleased to extend your employment as the President of Champions Oncology, Inc. (the “Company”). For so long as you serve as an executive officer of the Company, the Company will nominate you as a member of the board of directors of the Company. This offer is contingent upon your signing our Business Protection Agreement, a copy of which is attached hereto, which protects the Company’s intellectual property and good will, among other things. You will not be entitled to receive any salary or compensation other than the consideration described below, will not be entitled to any severance payments and you have elected to waive any employee benefits.

 

Your annual salary will be $305,000. For the first year commencing on the date of this letter, this will consist of $88,000 per annum in cash and the balance in an option to purchase 215,000 shares of Common Stock of the Company under the 2010 Equity Incentive Plan. For the second year, this will consist of $196,000 in cash and the balance in stock options. For the third year of this agreement, this will consist of $305,000 of cash. The award agreement evidencing the option to purchase 215,000 shares of Common Stock is attached hereto as Exhibit A. The option to be granted in the second year of this agreement will be granted in November 2014 and will be granted pursuant to an award agreement substantially similar to the award agreement attached hereto as Exhibit A. The Company will determine in good faith the number of shares that will be subject to the option granted in November 2014 using the Black-Scholes pricing model.

 

You will also be eligible for a bonus payment of up to 75% of your annual salary. This bonus will be determined by the board of directors or it’s designate, such as the compensation committee, with a target bonus of 50% of your salary for achievement of the company’s annual plan. The timing of the determination and payment regarding your potential bonus shall be consistent with the timing of such determinations and payments for other employees of the Company. The bonus will be payable in cash or equity, at the discretion of the board of directors. Nothing in this paragraph guarantees you any specific bonus in any given year, and the determination as to whether you have earned a bonus will be at the sole discretion of the board of directors, or it’s designate, such as the compensation committee.

 

In addition, as of the date of this letter, you are being granted (i) an option to purchase 1,500,000 shares of Common Stock of the Company, subject to time-based vesting and (i) an option to purchase 1,500,000 shares of Common Stock of the Company, subject to performance-based vesting, both under the 2010 Equity Incentive Plan. The award agreements evidencing these grants are attached hereto as Exhibit B.

 

 
 

 

Our employment relationship will not be for any specified duration and it will be terminable at will, which means that either you or the Company may terminate it at any time. To facilitate the Company’s provision of quality service, we expect you to provide at least 30 days’ advance written notice if you decide to resign. If you decide to resign, you agree to resign also from the board of directors of the Company and any subsidiary thereof. Any dispute regarding your employment will be governed solely by the laws of the State of New Jersey. You and the Company agree that any action arising out of your employment will be brought in and will be subject to the exclusive jurisdiction and venue of the state or federal courts located in Hackensack, New Jersey. You agree that you will not be entitled to any compensation from the Company subsequent to your employment.

 

You agreed to recuse yourself from any meetings by the board of directors or compensation committee regarding any of the determinations referenced in this letter or the similar letter regarding Joel Ackerman.

 

This letter (including Exhibit A and Exhibit B attached hereto) contains the entire agreement between you and the Company and supersedes any prior agreement, understanding or commitment (oral or written) by or on behalf of the Company, except for the Business Protection Agreement, the Indemnification Agreement and any Stock Option Agreements. The terms of your employment may be amended in the future, but only in writing and signed by both you and by an authorized officer of the Company. Please sign this letter and return it to the Company within 10 days after the date of this letter. We look forward to your continued contribution to our Company.

 

Champions Oncology, Inc.  
   
By: /s/ Abba Poliakoff    
  Abba Poliakoff, Chairman, Compensation Committee  

 

Agreed and Accepted:  
   
By: /s/ Ronnie Morris, M.D.    
  Ronnie Morris, M.D.  

 

 
 

 

Exhibit A

 

[Insert Option Agreement and form of Option Agreement]

 

Exhibit B

 

[Insert Option Agreements]