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): February 28, 2015

 

CHAMPIONS ONCOLOGY, INC.

 

(Exact name of registrant as specified in its charter)

 

Delaware 0-17263 52-1401755
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer 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 1.01 Entry into a Material Definitive Agreement

 

On February 28, 2015, Champions Oncology, Inc. (the “Company”) entered into amendments to convertible promissory notes issued in the principal amount of $1 million each to Joel Ackerman, the Company’s Chief Executive Officer, and Dr. Ronnie Morris, the Company’s President. The amendments extended the maturity dates of the convertible promissory notes to April 1, 2015. The amendments were approved by the Company’s audit committee.

 

The foregoing description is a summary only and is qualified in its entirety by reference to the full text of the amendments, which are attached to this Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

 

The Company’s press release describing the transaction is attached hereto as Exhibit 99.1.

 

Item 3.02 Unregistered Sales of Equity Securities

 

The information required by this Item is described in Item 1.01 above.

 

Item 9.01. Exhibits.

 

(d) Exhibits

 

The following exhibits filed herewith:

 

Exhibit No.

 

10.1 Amendment No. 1 to Convertible Promissory Note, dated February 28, 2015, between Champions Oncology, Inc. and Joel Ackerman.
10.2 Amendment No. 1 to Convertible Promissory Note, dated February 28, 2015, between Champions Oncology, Inc. and Ronnie Morris.
99.1 Press Release dated December 5, 2014.

 

 
 

 

SIGNATURES

 

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

 

  CHAMPIONS ONCOLOGY, INC.
     
     
Date: March 2, 2015 By: /s/ Joel Ackerman
  Name: Joel Ackerman
  Title: Chief Executive Officer

 

 

 

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 1 TO

 

CONVERTIBLE PROMISSORY NOTE

 

This Amendment No. 1 to Convertible Promissory Note (this “ Amendment ”), dated February 28, 2015, is by and between Champions Oncology, Inc. (the “ Issuer ”) and Joel Ackerman (the “ Noteholder ”).

 

The Issuer and the Noteholder hereby agree to revise the maturity date of the Convertible Promissory Note (the “ Note ”) dated December 1, 2014 issued by the Issuer to the Noteholder in the amount of One Million Dollars ($1,000,000) to April 1, 2015. All other terms of the Note remain unchanged.

 

IN WITNESS WHEREOF, the Issuer and the Noteholder have duly executed this Amendment as of date set forth above.

 

CHAMPIONS ONCOLOGY, INC.

 

By: ____________________________

Name: David Sidransky
Title: Chairman of the Board of Directors

 

 

 

________________________________

Joel Ackerman

 

 

 

 

Exhibit 10.2

 

AMENDMENT NO. 1 TO

 

CONVERTIBLE PROMISSORY NOTE

 

This Amendment No. 1 to Convertible Promissory Note (this “ Amendment ”), dated February 28, 2015, is by and between Champions Oncology, Inc. (the “ Issuer ”) and Ronnie Morris (the “ Noteholder ”).

 

The Issuer and the Noteholder hereby agree to revise the maturity date of the Convertible Promissory Note (the “ Note ”) dated December 1, 2014 issued by the Issuer to the Noteholder in the amount of One Million Dollars ($1,000,000) to April 1, 2015. All other terms of the Note remain unchanged.

 

IN WITNESS WHEREOF, the Issuer and the Noteholder have duly executed this Amendment as of date set forth above.

 

CHAMPIONS ONCOLOGY, INC.

 

 

By: ___________________________

Name: David Sidransky
Title: Chairman of the Board of Directors

 

 

 

_______________________________

Ronnie Morris

  

 

 

Exhibit 99.1

 

Champions Oncology Closes Convertible Debt Financing

 

Hackensack, NJ – December 5, 2014 – Champions Oncology, Inc. , a company engaged in the development of advanced technology solutions and services to personalize the development and use of oncology drugs, today announced the closing of a $2 million convertible debt financing with two of its executive officers. Joel Ackerman, CEO, and Dr. Ronnie Morris, President, have each invested $1 million in convertible promissory notes to finance the operations of the Company.

 

The notes will bear interest at 12% per annum and have a term of 90 days. The notes, including any accrued but unpaid interest, are convertible at the option of each noteholder: (a) upon the closing of any equity financing that occurs during the term of the notes, into the securities offered in the financing to other investors at a 5% discount to the price per share paid by other investors in the financing; and (b) upon the maturity date of the notes, into the Company’s common stock at the volume weighted average closing price of the common stock for the five trading days prior to such conversion.