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): April 24, 2015

 

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 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 24, 2015, Champions Oncology, Inc. (“Champions”) filed an amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware, which increased the total number of shares of common stock Champions is authorized to issue to 200,000,000 from 125,000,000.

 

A copy of the Amendment is attached to this Current Report on Form 8K as Exhibit 3(i).

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed herewith:

 

Exhibit No.

3(i) Certificate of Amendment to the Certificate of Incorporation, as filed with the Delaware Secretary of State on April 24, 2015

 

 
 

 

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: April 27, 2015 By: s/ Joel Ackerman  
    Joel Ackerman  
    Chief Executive Officer  

 

 

 

 

Exhibit 3(i)

 

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

CHAMPIONS ONCOLOGY, INC.

Under Section 242 of the Delaware General Corporation Law

 

Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware, the undersigned corporation, CHAMPIONS ONCOLOGY, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Corporation”), hereby executes the following Certificate of Amendment to its Certificate of Incorporation.

 

FIRST: The name of the Corporation is Champions Oncology, Inc.

 

SECOND: The Corporation’s Certificate of Incorporation was filed by the Department of State on January 16, 2013.

 

THIRD: The following amendment to the Corporation’s Certificate of Incorporation was approved by a unanimous written consent in lieu of a meeting of the Corporation’s Board of Directors on March 5, 2015, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware, and a unanimous written consent in lieu of a meeting of the Corporation’s shareholders on March 10, 2015, in accordance with Section 228(a) of the General Corporation Law of the State of Delaware.

 

FOURTH: Article FOURTH of the Certificate of Incorporation is hereby amended to read as follows:

 

"FOURTH The total number of shares of common stock which the Corporation is authorized to issue is 200,000,000, at a par value of $0.001 per share (“ Common Stock ”).”

 

FIFTH: That the amendment was duly adopted in accordance with the provisions of Section 242 and Sections 141(f) and 228(a) of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this 23rd day of April, 2015.

 

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