|
|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the fiscal year ended April 30, 2017
|
|
¨
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the transition period from
to
|
Delaware
|
52-1401755
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
|
|
One University Plaza, Suite 307
|
07601
|
Hackensack, New Jersey
|
(Zip Code)
|
(Address of principal executive offices)
|
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $0.001 per share
|
|
Nasdaq Capital Market
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
x
|
|
|
|
|
Emerging growth company
|
|
¨
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
Item 15.
|
||
Item 16.
|
||
Signatures
|
|
|
Exhibit Index
|
|
|
•
|
costs more than $1.2 billion;
|
•
|
takes approximately 8 years to complete;
|
•
|
has a 93% failure rate; and
|
•
|
results in approved compounds that cost more than $11,000 per month.
|
•
|
implantation of human tumor fragments in immune-deficient mice;
|
•
|
expansion of the original human tumor into a larger colony of mice through the passage of the tumor to a limited number of generations of mice;
|
•
|
treatment of the implanted mice with oncology drugs;
|
•
|
measurement of tumor growth inhibition in treated mice relative to a control group of mice to determine the response of the tumor to the drug; and
|
•
|
permanent cryo-preservation of fragments of tumor tissue for future use in additional clinical trial simulations.
|
•
|
Growing our TumorBank:
We grow our TumorBank in two ways. First, we increase the number of TumorGrafts in the bank for our existing tumor types to ensure customers are finding the specific models they need for their studies. Second, we add new tumor types to the bank to enable studies in tumor types that we have not historically been able to run for our pharmaceutical and biotechnology customers.
|
•
|
Adding new PDX technologies:
The fields of oncology research and drug development are evolving. To keep up with new approaches, we add new technologies to our PDX platform. We are currently investing in developing ImmunoGrafts, a new PDX model that is developed in a mouse with a humanized immune system. These models are built to specifically serve the needs of pharmaceutical and biotechnology companies developing immune oncology drugs. This is a relatively new area of oncology research that has shown significant promise and is attracting a significant amount of research and development interest.
|
•
|
Increasing the scale of studies:
We have facilitated studies for approximately 100 pharmaceutical and biotechnology companies. We believe there is significant opportunity to grow our revenue by increasing the size of the studies these customers run. To accomplish this, we are developing new study designs that offer solutions to compounds that are in phase I and phase II clinical trials. We believe that the increased budgets of these drugs, as compared to drugs in the pre-clinical stage, will enable us to sell larger studies.
|
•
|
the cost of continuing to build out our TumorGraft Technology Platform;
|
•
|
the cost and rate of progress toward growing our TOS businesses;
|
•
|
the cost and rate of progress toward building our sales forces;
|
•
|
the cost of increasing our research and development;
|
•
|
the cost of renting our laboratory and animal testing facilities and payment for associated services;
|
•
|
the timing and cost of obtaining and maintaining any necessary regulatory approvals;
|
•
|
the cost of expanding and building out our infrastructure; and
|
•
|
the cost incurred in hiring and maintaining qualified personnel.
|
•
|
result in costly litigation;
|
•
|
divert the time and attention of our technical personnel and management;
|
•
|
require us to develop non-infringing technology; or
|
•
|
require us to enter into royalty or licensing agreements.
|
•
|
regulatory developments in the United States and foreign countries;
|
•
|
variations in our financial results or those of companies that are perceived to be similar to us;
|
•
|
changes in the healthcare payment system overseas to the degree we receive revenue from such healthcare systems overseas;
|
•
|
announcements by us of significant acquisition, strategic partnerships, joint ventures or capital commitments;
|
•
|
sales of significant shares of stock by large investors;
|
•
|
intellectual property, product liability, or other litigation against us; and
|
•
|
the other key facts described in this “Risk Factors” section.
|
•
|
requirements that our stockholders comply with advance notice procedures in order to nominate candidates for election to our board of directors or to place stockholders’ proposals on the agenda for consideration at meetings of stockholders; and
|
•
|
in connection with private placements of our stock in 2011, 2013 and 2015, we covenanted that we would not merge or consolidate with another company unless either the transaction and the trading volume of our stock met certain thresholds and qualifications or we obtained the consent of certain of the investors who purchased our stock in those private placements.
|
•
|
the composition of our board of directors and, through it, any determination with respect to our business direction and policies, including the appointment and removal of officers;
|
•
|
any determinations with respect to mergers or other business combinations;
|
•
|
our acquisition or disposition of assets; and
|
•
|
our corporate financing activities.
|
•
|
One University Plaza, Suite 307, Hackensack, New Jersey 07601, which, since November 2011, serves as the Company’s corporate headquarters and consists of approximately 3,800 square feet of office space. The lease expires in November 2021. The Company recognized $86,000 and $85,000 of rental costs relative to this lease for fiscal 2017 and 2016, respectively.
|
•
|
855 North Wolfe Street, Suite 619, Baltimore, Maryland 21205, which consists of laboratories and office space where the Company conducts operations related to its primary service offerings. This lease expires in December 2017. The Company will be transitioning its activities from this location to the new location in Rockville, MD. The Company recognized $105,000 and $83,000 of rental costs relative to this lease for fiscal 2017 and 2016, respectively.
|
•
|
450 East 29
th
Street, New York, New York, 10016, which is a laboratory at which we implant tumors. This lease expires in July 2017 and it's not anticipated to be renewed. The Company recognized $207,000 and $136,000 of rental costs relative to this lease for fiscal 2017 and 2016, respectively.
|
•
|
1330 Piccard Drive, Suite 025, Rockville, MD 20850, which consists of laboratory and office space where the Company will conduct operations related to its primary service offerings. The Company executed this lease on January 11, 2017. The operating commencement date is August 11, 2017. This lease expires in August 31, 2028. The Company did not recognize any rental costs associated with this lease for fiscal 2017.
|
|
High
|
|
Low
|
||||
Fiscal Year Ended April 30, 2017:
|
|
|
|
|
|
||
First quarter
|
$
|
4.10
|
|
|
$
|
1.96
|
|
Second quarter
|
2.00
|
|
|
1.48
|
|
||
Third quarter
|
4.75
|
|
|
1.57
|
|
||
Fourth quarter
|
4.57
|
|
|
2.65
|
|
|
High
|
|
Low
|
||||
Fiscal Year Ended April 30, 2016:
|
|
|
|
|
|
||
First quarter
|
$
|
8.40
|
|
|
$
|
5.28
|
|
Second quarter
|
7.50
|
|
|
4.65
|
|
||
Third quarter
|
5.46
|
|
|
3.50
|
|
||
Fourth quarter
|
4.10
|
|
|
3.40
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated Balance Sheets
|
F-3
|
Consolidated Statements of Operations
|
F-4
|
Consolidated Statement of Changes in Stockholders' Equity
|
F-5
|
Consolidated Statements of Cash Flows
|
F-6
|
Notes to Consolidated Financial Statements
|
F-7
|
Exhibit No
.
|
|
|
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation (incorporated by reference to Appendix A to the Company’s Information Statement on Schedule 14C filed March 7, 2011)
|
|
|
|
3.1.1
|
|
Certificate of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K filed April 28, 2015)
|
|
|
|
3.2
|
|
Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 9, 2017)
|
|
|
|
10.2
|
|
Employment Agreement, dated November 5, 2013, between the Company and Ronnie Morris, M.D. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed November 12, 2013)
|
|
|
|
10.3
|
|
Amendment to Employment Agreement, dated March 16, 2015, between the Company and Ronnie Morris (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed March 20, 2015)
|
|
|
|
10.4
|
|
Offer letter dated June 3, 2013 between the Company and David Miller (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 3, 2013)
|
|
|
|
10.5
|
|
Master Supply and Services Contract, made on December 3, 2013, between Pfizer, Inc. and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended January 31, 2014, filed March 14, 2013) **
|
|
|
|
10.6
|
|
2010 Equity Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive Information Statement on Schedule 14C filed March 7, 2011)
|
|
|
|
10.7
|
|
Form of Note Purchase Agreement, dated December 1, 2014, between the Company and each of Joel Ackerman and Ronnie Morris (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 5, 2014)
|
|
|
|
10.8
|
|
Form of Convertible Promissory Note, dated December 1, 2014, issued to each of Joel Ackerman and Ronnie Morris in connection with the Note Purchase Agreement, dated December 1, 2014 between the Company and each of Joel Ackerman and Ronnie Morris incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 5, 2014)
|
|
|
|
10.8.1
|
|
Amendment No. 1 to Convertible Promissory Note, dated December 1, 2014 issued to Joel Ackerman in connection with the Note Purchase Agreement, dated December , 2014, between the Company and each of Joel Ackerman and Ronnie Morris (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 2, 2015)
|
|
|
|
10.8.2
|
|
Amendment No. 1 to Convertible Promissory Note, dated December 1, 2014 issued to Ronnie Morris in connection with the Note Purchase Agreement, dated December , 2014, between the Company and each of Joel Ackerman and Ronnie Morris (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 2, 2015)
|
|
|
|
10.9
|
|
Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 30, 2011)
|
|
|
|
10.9.1
|
|
Amendment No. 1 to Securities Purchase Agreement, dated January 29, 2014, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 6, 2014)
|
|
|
|
10.9.2
|
|
Amended and Restated 2011 Securities Purchase Agreement, dated March 13, 2015, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 17, 2015)
|
|
|
|
10.10
|
|
Amended and Restated Registration Rights Agreement, dated January 28, 2013, between the Company and each person or entities that are signatories to (i) the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature page thereto, and (ii) the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 30, 2013)
|
|
|
|
10.11
|
|
Form of warrant issued to each person or entities that are signatories to the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 30, 2013)
|
|
|
|
10.11.1
|
|
Amendment No. 1 to warrants, dated March 13, 2015, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed March 17, 2015)
|
|
|
|
10.12
|
|
Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 30, 2013)
|
|
|
|
10.12.1
|
|
Amendment No. 1 to Securities Purchase Agreement, dated January 29, 2014, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 6, 2014)
|
|
|
|
10.12.2
|
|
Amended and Restated 2013 Securities Purchase Agreement, dated March 13, 2015, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 17, 2015)
|
|
|
|
10.14
|
|
Form of warrant issued to each person or entities that are signatories to the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 30, 2013)
|
|
|
|
10.14.1
|
|
Amendment No. 1 to warrants, dated March 13, 2015, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed March 17, 2015)
|
|
|
|
10.15
|
|
Put Right Agreement, dated January 29, 2014, between the Company and each of Joel Ackerman and Ronnie Morris (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 6, 2014)
|
|
|
|
10.16
|
|
Securities Purchase Agreement, dated March 11, 2015, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 12, 2015)
|
|
|
|
10.17
|
|
Amended and Restated Registration Rights Agreement, dated March 13, 2015, between the Company and each person or entities that are signatories to (i) the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature page thereto, (ii) the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature page thereto, and (iii) the Securities Purchase Agreement, dated March 11, 2015, between the Company. And each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 17, 2015)
|
|
|
|
10.18
|
|
Form of Investor Warrant issued to each person or entities that are signatories to the Securities Purchase Agreement, dated March 11, 2015, between the Company and each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 17, 2015)
|
|
|
|
10.19
|
|
Option Exchange Agreement, dated March 16, 2015, between the Company and Joel Ackerman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 20, 2015)
|
|
|
|
10.20
|
|
Option Exchange Agreement, dated March 16, 2015, between the Company and Ronnie Morris (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 20, 2015)
|
|
|
|
10.21
|
|
Option Exchange Agreement, dated March 16, 2015, between the Company and James McGorry (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 20, 2015)
|
|
|
|
10.22
|
|
Option Exchange Agreement, dated March 16, 2015, between the Company and David Miller (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 20, 2015)
|
|
|
|
14
|
|
Code of Ethics (incorporated by reference to Exhibit 14 of the April 30, 2008 Form 10-KSB)
|
|
|
|
21
|
|
List of Subsidiaries*
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm*
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
|
|
|
|
32.1
|
|
Section 1350 Certifications***
|
|
|
|
101.INS*
|
|
XBRL Instance Document.
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
CHAMPIONS ONCOLOGY, INC.
|
|
|
July 28, 2017
|
/s/ RONNIE MORRIS
|
|
Ronnie Morris
|
|
Chief Executive Officer
|
|
(principal executive officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ RONNIE MORRIS
|
|
Chief Executive Officer and Director
|
|
July 28, 2017
|
Ronnie Morris
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
/s/ DAVID MILLER
|
|
Vice President, Finance
|
|
July 28, 2017
|
David Miller
|
|
(principal financial and accounting officer)
|
|
|
|
|
|
|
|
/s/ JOEL ACKERMAN
|
|
Director,
|
|
July 28, 2017
|
Joel Ackerman
|
|
Chairman of the Board of Directors
|
|
|
|
|
|
|
|
/s/ DAVID SIDRANSKY
|
|
Director
|
|
July 28, 2017
|
David Sidransky
|
|
|
|
|
|
|
|
|
|
/s/ ABBA D. POLIAKOFF
|
|
Director
|
|
July 28, 2017
|
Abba D. Poliakoff
|
|
|
|
|
|
|
|
|
|
/s/ SCOTT R. TOBIN
|
|
Director
|
|
July 28, 2017
|
Scott R. Tobin
|
|
|
|
|
|
|
|
|
|
/s/ DANIEL MENDELSON
|
|
Director
|
|
July 28, 2017
|
Daniel Mendelson
|
|
|
|
|
|
|
|
|
|
/s/ PHILIP BREITFELD
|
|
Director
|
|
July 28, 2017
|
Philip Breitfeld
|
|
|
|
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,295
|
|
|
$
|
2,585
|
|
Accounts receivable, net
|
2,274
|
|
|
1,312
|
|
||
Prepaid expenses and other current assets
|
300
|
|
|
443
|
|
||
|
|
|
|
||||
Total current assets
|
5,869
|
|
|
4,340
|
|
||
|
|
|
|
||||
Restricted cash
|
150
|
|
|
150
|
|
||
Property and equipment, net
|
1,216
|
|
|
618
|
|
||
Other long term assets
|
107
|
|
|
—
|
|
||
Goodwill
|
669
|
|
|
669
|
|
||
|
|
|
|
||||
Total assets
|
8,011
|
|
|
$
|
5,777
|
|
|
|
|
|
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,852
|
|
|
$
|
1,896
|
|
Accrued liabilities
|
685
|
|
|
271
|
|
||
Deferred revenue
|
4,910
|
|
|
3,139
|
|
||
|
|
|
|
||||
Total current liabilities
|
7,447
|
|
|
5,306
|
|
||
|
|
|
|
||||
Other non-current liabilities
|
164
|
|
|
233
|
|
||
|
|
|
|
||||
Total liabilities
|
7,611
|
|
|
5,539
|
|
||
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Common stock, $.001 par value; 200,000,000 shares authorized; 11,251,844 and 8,974,531 shares issued and 10,982,159 and 8,704,846 shares outstanding as of April 30, 2017 and 2016, respectively
|
11
|
|
|
9
|
|
||
Treasury stock, at cost, 269,685 common shares as of April 30, 2017 and 2016
|
(1,252
|
)
|
|
(1,252
|
)
|
||
Additional paid-in capital
|
70,991
|
|
|
63,947
|
|
||
Accumulated deficit
|
(69,350
|
)
|
|
(62,466
|
)
|
||
|
|
|
|
||||
Total stockholders' equity
|
400
|
|
|
238
|
|
||
|
|
|
|
||||
Total liabilities and stockholders' equity
|
8,011
|
|
|
$
|
5,777
|
|
|
Year Ended April 30,
|
||||||
|
2017
|
|
2016
|
||||
Operating revenue:
|
|
|
|
|
|
||
Personalized oncology solutions
|
$
|
1,720
|
|
|
$
|
1,972
|
|
Translational oncology solutions
|
13,691
|
|
|
9,210
|
|
||
|
|
|
|
||||
Total operating revenue
|
15,411
|
|
|
11,182
|
|
||
|
|
|
|
||||
Costs and operating expenses:
|
|
|
|
|
|
||
Cost of personalized oncology solutions
|
1,433
|
|
|
2,102
|
|
||
Cost of translational oncology solutions
|
8,270
|
|
|
6,584
|
|
||
Research and development
|
4,293
|
|
|
4,194
|
|
||
Sales and marketing
|
3,261
|
|
|
3,445
|
|
||
General and administrative
|
4,963
|
|
|
5,173
|
|
||
|
|
|
|
||||
Total costs and operating expenses
|
22,220
|
|
|
21,498
|
|
||
|
|
|
|
||||
Loss from operations
|
(6,809
|
)
|
|
(10,316
|
)
|
||
|
|
|
|
||||
Other expense:
|
|
|
|
|
|
||
Other expense
|
(56
|
)
|
|
(38
|
)
|
||
|
|
|
|
||||
Total other expense
|
(56
|
)
|
|
(38
|
)
|
||
|
|
|
|
||||
Net loss before income tax expense
|
(6,865
|
)
|
|
(10,354
|
)
|
||
Provision for income tax
|
19
|
|
|
92
|
|
||
|
|
|
|
||||
Net loss
|
$
|
(6,884
|
)
|
|
$
|
(10,446
|
)
|
|
|
|
|
||||
Net loss per common share outstanding
|
|
|
|
||||
basic and diluted
|
$
|
(0.64
|
)
|
|
$
|
(1.20
|
)
|
|
|
|
|
||||
Weighted average common shares outstanding basic and diluted
|
10,684,395
|
|
|
8,695,199
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Total
Stockholders'
Equity
|
||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||||
Balance, May 1, 2015
|
8,692,616
|
|
|
$
|
9
|
|
|
269,685
|
|
|
$
|
(1,252
|
)
|
|
$
|
61,322
|
|
|
$
|
(52,020
|
)
|
|
$
|
8,059
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,599
|
|
|
—
|
|
|
2,599
|
|
|||||
Exercise of options and warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|||||
Issuance of common stock for services
|
12,230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
44
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,446
|
)
|
|
(10,446
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, April 30, 2016
|
8,704,846
|
|
|
$
|
9
|
|
|
269,685
|
|
|
$
|
(1,252
|
)
|
|
$
|
63,947
|
|
|
$
|
(62,466
|
)
|
|
$
|
238
|
|
Stock-based compensation and modification expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,662
|
|
|
—
|
|
|
2,662
|
|
|||||
Issuance of common stock for services
|
18,564
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
44
|
|
|||||
Sale of common stock, net of issuance costs of $742
|
2,258,749
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
4,338
|
|
|
—
|
|
|
4,340
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,884
|
)
|
|
(6,884
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, April 30, 2017
|
10,982,159
|
|
|
$
|
11
|
|
|
269,685
|
|
|
$
|
(1,252
|
)
|
|
$
|
70,991
|
|
|
$
|
(69,350
|
)
|
|
$
|
400
|
|
|
Year Ended April 30,
|
||||||
|
2017
|
|
2016
|
||||
Operating activities:
|
|
|
|
|
|
||
Net loss
|
$
|
(6,884
|
)
|
|
$
|
(10,446
|
)
|
|
|
|
|
||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||
Stock-based compensation and modification expense
|
2,662
|
|
|
2,599
|
|
||
Depreciation and amortization expense
|
168
|
|
|
156
|
|
||
Allowance for doubtful accounts
|
24
|
|
|
30
|
|
||
Issuance of common stock for services
|
44
|
|
|
44
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(986
|
)
|
|
(282
|
)
|
||
Prepaid expenses and other current assets
|
143
|
|
|
(97
|
)
|
||
Restricted cash
|
—
|
|
|
13
|
|
||
Other long term assets
|
(107
|
)
|
|
—
|
|
||
Accounts payable
|
(43
|
)
|
|
482
|
|
||
Accrued liabilities
|
412
|
|
|
(102
|
)
|
||
Other non-current liabilities
|
(44
|
)
|
|
65
|
|
||
Deferred revenue
|
1,771
|
|
|
1,130
|
|
||
|
|
|
|
||||
Net cash used in operating activities
|
(2,840
|
)
|
|
(6,408
|
)
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
|
|
||
Purchase of property and equipment
|
(766
|
)
|
|
(322
|
)
|
||
|
|
|
|
||||
Net cash used in investing activities
|
(766
|
)
|
|
(322
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
|
|
||
Proceeds from June 2016 public offering, net of financing costs of $742
|
4,340
|
|
|
—
|
|
||
Payment of issuance costs related to 2015 private placement
|
—
|
|
|
(18
|
)
|
||
Capital lease payments
|
(24
|
)
|
|
(24
|
)
|
||
|
|
|
|
||||
Net cash provided by (used in) financing activities
|
4,316
|
|
|
(42
|
)
|
||
|
|
|
|
||||
Increase (decrease) in cash and cash equivalents
|
710
|
|
|
(6,772
|
)
|
||
Cash and cash equivalents, beginning of year
|
2,585
|
|
|
9,357
|
|
||
|
|
|
|
||||
Cash and cash equivalents, end of year
|
$
|
3,295
|
|
|
$
|
2,585
|
|
•
|
Level one
— Quoted market prices in active markets for identical assets or liabilities;
|
•
|
Level two
— Inputs other than level one inputs that are either directly or indirectly observable; and
|
•
|
Level three
— Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
|
|
April 30,
|
||||||
|
2017
|
|
2016
|
||||
Furniture and fixtures
|
$
|
74
|
|
|
$
|
73
|
|
Computer equipment and software
|
872
|
|
|
715
|
|
||
Laboratory equipment
|
918
|
|
|
782
|
|
||
Assets in progress
|
472
|
|
|
—
|
|
||
Leasehold improvements
|
2
|
|
|
2
|
|
||
|
|
|
|
||||
Total property and equipment
|
2,338
|
|
|
1,572
|
|
||
Less: Accumulated depreciation and amortization
|
(1,122
|
)
|
|
(954
|
)
|
||
|
|
|
|
||||
Property and equipment, net
|
$
|
1,216
|
|
|
$
|
618
|
|
For the Years Ended April 30,
|
2018
|
|
$
|
25
|
|
|
2019
|
|
27
|
|
|
|
2020
|
|
16
|
|
|
|
|
|
|
||
Total minimum lease payments
|
|
|
68
|
|
|
Less: amount representing interest
|
|
|
(5
|
)
|
|
Present value of minimum payments
|
|
|
63
|
|
|
Less: current portion
|
|
|
(25
|
)
|
|
|
|
|
$
|
38
|
|
|
Year Ended April 30,
|
||||||
|
2017
|
|
2016
|
||||
Basic and diluted net loss per share computation
|
|
|
|
|
|
||
Net loss attributable to common stockholders
|
$
|
(6,883,882
|
)
|
|
$
|
(10,445,537
|
)
|
Weighted Average common shares
|
10,684,395
|
|
|
8,695,199
|
|
||
Basic and diluted net loss per share
|
$
|
(0.64
|
)
|
|
$
|
(1.20
|
)
|
•
|
An allocation or shift of income between taxing jurisdictions;
|
•
|
The characterization of income or a decision to exclude reportable taxable income in a tax return; or
|
•
|
A decision to classify a transaction, entity or other position in a tax return as tax exempt.
|
•
|
One University Plaza, Suite 307, Hackensack, New Jersey 7601, which, since November 2011, serves as the Company’s corporate headquarters. The lease expires in
November 2021
. The Company recognized
$86,000
and
$85,000
of rental costs relative to this lease for fiscal
2017
and
2016
, respectively.
|
•
|
855 North Wolfe Street, Suite 619, Baltimore, Maryland 21205, which consists of laboratories and office space where the Company conducts operations related to its primary service offerings. This lease expires in
December 30, 2017
. The Company will be transitioning its activities from this location to the new location in Rockville, MD. The Company recognized
$105,000
and
$83,000
of rental costs relative to this lease for fiscal
2017
and
2016
, respectively.
|
•
|
450 East 29t
h
Street, New York, New York, 10016, which is a laboratory at which we implant tumors. This lease expires in
July 2017
and it's not anticipated to be renewed. The Company recognized
$207,000
and
$136,000
of rental costs relative to this lease for fiscal
2017
and
2016
, respectively.
|
•
|
1330 Piccard Drive, Suite 025, Rockville, MD 20850, which consists of laboratory and office space where the Company will conduct operations related to its primary service offerings. The Company executed this lease on January 11, 2017. The operating commencement date is
August 11, 2017
. This lease expires in
August 31, 2028
. The Company did not recognize any rental costs associated with this lease for fiscal 2017.
|
2018
|
$
|
177,126
|
|
2019
|
382,650
|
|
|
2020
|
683,256
|
|
|
2021
|
759,161
|
|
|
2022
|
729,780
|
|
|
Thereafter
|
$
|
4,482,027
|
|
Total
|
$
|
7,214,000
|
|
|
Year Ended April 30,
|
||||||
|
2017
|
|
2016
|
||||
General and administrative
|
$
|
2,193
|
|
|
$
|
2,035
|
|
Sales and marketing
|
201
|
|
|
198
|
|
||
Research and development
|
216
|
|
|
308
|
|
||
TOS cost of sales
|
50
|
|
|
31
|
|
||
POS cost of sales
|
2
|
|
|
27
|
|
||
|
|
|
|
||||
Total stock-based compensation expense
|
$
|
2,662
|
|
|
$
|
2,599
|
|
|
Year Ended April 30,
|
||
|
2017
|
|
2016
|
Expected term in years
|
3 - 6
|
|
2.5 - 6.0
|
Risk-free interest rates
|
0.6% - 1.9%
|
|
0.6% - 1.8%
|
Volatility
|
72% - 88%
|
|
83% - 93%
|
Dividend yield
|
—%
|
|
—%
|
|
Non-
Employees
|
|
Directors
and
Employees
|
|
Total
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||||
Outstanding, May 1, 2016
|
51,250
|
|
|
2,161,507
|
|
|
2,212,757
|
|
|
$
|
5.58
|
|
|
6.1
|
|
$
|
10,000
|
|
Granted
|
—
|
|
|
2,420,681
|
|
|
2,420,681
|
|
|
1.99
|
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Canceled
|
—
|
|
|
(1,793,779
|
)
|
|
(1,793,779
|
)
|
|
4.92
|
|
|
|
|
|
|
||
Forfeited
|
—
|
|
|
(421,487
|
)
|
|
(421,487
|
)
|
|
2.03
|
|
|
|
|
|
|
||
Expired
|
(1,250
|
)
|
|
(108,218
|
)
|
|
(109,468
|
)
|
|
7.86
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Outstanding, April 30, 2017
|
50,000
|
|
|
2,258,704
|
|
|
2,308,704
|
|
|
2.86
|
|
|
6.1
|
|
$
|
1,282,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vested and expected to vest as of April 30, 2017
|
50,000
|
|
|
2,258,704
|
|
|
2,308,704
|
|
|
|
|
|
6.1
|
|
$
|
1,282,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vested as of April 30, 2017
|
33,336
|
|
|
2,028,469
|
|
|
2,061,805
|
|
|
2.93
|
|
|
5.9
|
|
$
|
1,101,000
|
|
|
Non-
Employees
|
|
Directors
and
Employees
|
|
Total
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||||
Outstanding, May 1, 2015
|
57,917
|
|
|
1,946,085
|
|
|
2,004,002
|
|
|
$
|
5.74
|
|
|
6.7
|
|
$
|
4,166,000
|
|
Granted
|
—
|
|
|
343,749
|
|
|
343,749
|
|
|
5.33
|
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Canceled
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Forfeited
|
—
|
|
|
(42,515
|
)
|
|
(42,515
|
)
|
|
6.90
|
|
|
|
|
|
|
||
Expired
|
(6,667
|
)
|
|
(85,812
|
)
|
|
(92,479
|
)
|
|
6.97
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Outstanding, April 30, 2016
|
51,250
|
|
|
2,161,507
|
|
|
2,212,757
|
|
|
5.58
|
|
|
6.1
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vested and expected to vest as of April 30, 2016
|
51,250
|
|
|
2,161,507
|
|
|
2,212,757
|
|
|
|
|
|
6.1
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vested as of April 30, 2016
|
34,271
|
|
|
1,703,035
|
|
|
1,737,306
|
|
|
5.71
|
|
|
5.6
|
|
$
|
9,000
|
|
|
Number
of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
|
||||||
Outstanding, May 1, 2016
|
2,109,840
|
|
|
$
|
5.54
|
|
|
3.6
|
|
|
$
|
—
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Expired
|
(105,556
|
)
|
|
4.80
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
||||||
Outstanding, April 30, 2017
|
2,004,284
|
|
|
$
|
5.57
|
|
|
2.8
|
|
|
$
|
—
|
|
|
Number
of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
|
||||||
Outstanding, May 1, 2015
|
2,109,840
|
|
|
$
|
5.54
|
|
|
4.6
|
|
|
$
|
3,248
|
|
Granted
|
—
|
|
|
—
|
|
|
0
|
|
|
—
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
||||||
Outstanding, April 30, 2016
|
2,109,840
|
|
|
$
|
5.54
|
|
|
3.6
|
|
|
$
|
—
|
|
|
Year Ended April 30, 2017
|
||||||||||||||
|
Federal
|
|
State
|
|
Foreign
|
|
Total
|
||||||||
Current
|
$
|
(14
|
)
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
19
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
(14
|
)
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
19
|
|
|
As of April 30,
|
||||||
|
2017
|
|
2016
|
||||
Accrued liabilities
|
$
|
103
|
|
|
$
|
21
|
|
State taxes
|
22
|
|
|
12
|
|
||
Stock-based compensation expense
|
6,503
|
|
|
5,528
|
|
||
Capitalized research and development costs
|
195
|
|
|
316
|
|
||
Foreign net operating loss carry-forward
|
214
|
|
|
224
|
|
||
Net operating loss carry-forward
|
14,786
|
|
|
12,970
|
|
||
|
|
|
|
||||
Total deferred tax assets
|
21,823
|
|
|
19,071
|
|
||
Less: Valuation allowance
|
(21,779
|
)
|
|
(19,071
|
)
|
||
|
|
|
|
||||
Net deferred tax asset
|
$
|
44
|
|
|
$
|
—
|
|
|
Year Ended April 30,
|
||||||
|
2017
|
|
2016
|
||||
Balance, beginning of the year
|
$
|
165
|
|
|
$
|
100
|
|
Addition based on tax positions related to prior years
|
—
|
|
|
42
|
|
||
Payment made on tax positions related to prior years
|
(84
|
)
|
|
—
|
|
||
Addition based on tax positions related to current year
|
40
|
|
|
23
|
|
||
|
|
|
|
||||
Balance, end of year
|
$
|
121
|
|
|
$
|
165
|
|
Year Ended April 30, 2017
|
Personalized
Oncology
Solutions
(POS)
|
|
Translational
Oncology
Solutions
(TOS)
|
|
Unallocated
Corporate
Overhead
|
|
Consolidated
|
||||||||
Net revenue
|
$
|
1,720
|
|
|
$
|
13,691
|
|
|
$
|
—
|
|
|
$
|
15,411
|
|
Direct cost of services
|
(1,431
|
)
|
|
(8,218
|
)
|
|
—
|
|
|
(9,649
|
)
|
||||
Sales and marketing costs
|
(540
|
)
|
|
(2,520
|
)
|
|
—
|
|
|
(3,060
|
)
|
||||
Other operating expenses
|
—
|
|
|
(4,077
|
)
|
|
(2,772
|
)
|
|
(6,849
|
)
|
||||
Stock compensation expense (1)
|
—
|
|
|
—
|
|
|
(2,662
|
)
|
|
(2,662
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Segment loss
|
$
|
(251
|
)
|
|
$
|
(1,124
|
)
|
|
$
|
(5,434
|
)
|
|
$
|
(6,809
|
)
|
Year Ended April 30, 2016
|
Personalized
Oncology
Solutions
(POS)
|
|
Translational
Oncology
Solutions
(TOS)
|
|
Unallocated
Corporate
Overhead
|
|
Consolidated
|
||||||||
Net revenue
|
$
|
1,972
|
|
|
$
|
9,210
|
|
|
$
|
—
|
|
|
$
|
11,182
|
|
Direct cost of services
|
(2,075
|
)
|
|
(6,553
|
)
|
|
—
|
|
|
(8,628
|
)
|
||||
Sales and marketing costs
|
(833
|
)
|
|
(2,414
|
)
|
|
—
|
|
|
(3,247
|
)
|
||||
Other operating expenses
|
—
|
|
|
(3,886
|
)
|
|
(3,138
|
)
|
|
(7,024
|
)
|
||||
Stock compensation expense (1)
|
—
|
|
|
—
|
|
|
(2,599
|
)
|
|
(2,599
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Segment loss
|
$
|
(936
|
)
|
|
$
|
(3,643
|
)
|
|
$
|
(5,737
|
)
|
|
$
|
(10,316
|
)
|
Exhibit No
.
|
|
|
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation (incorporated by reference to Appendix A to the Company’s Information Statement on Schedule 14C filed March 7, 2011)
|
|
|
|
3.1.1
|
|
Certificate of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K filed April 28, 2015)
|
|
|
|
3.2
|
|
Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 9, 2017)
|
|
|
|
10.2
|
|
Employment Agreement, dated November 5, 2013, between the Company and Ronnie Morris, M.D. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed November 12, 2013)
|
|
|
|
10.3
|
|
Amendment to Employment Agreement, dated March 16, 2015, between the Company and Ronnie Morris (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed March 20, 2015)
|
|
|
|
10.4
|
|
Offer letter dated June 3, 2013 between the Company and David Miller (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 3, 2013)
|
|
|
|
10.5
|
|
Master Supply and Services Contract, made on December 3, 2013, between Pfizer, Inc. and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended January 31, 2014, filed March 14, 2013) **
|
|
|
|
10.6
|
|
2010 Equity Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive Information Statement on Schedule 14C filed March 7, 2011)
|
|
|
|
10.7
|
|
Form of Note Purchase Agreement, dated December 1, 2014, between the Company and each of Joel Ackerman and Ronnie Morris (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 5, 2014)
|
|
|
|
10.8
|
|
Form of Convertible Promissory Note, dated December 1, 2014, issued to each of Joel Ackerman and Ronnie Morris in connection with the Note Purchase Agreement, dated December 1, 2014 between the Company and each of Joel Ackerman and Ronnie Morris incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 5, 2014)
|
|
|
|
10.8.1
|
|
Amendment No. 1 to Convertible Promissory Note, dated December 1, 2014 issued to Joel Ackerman in connection with the Note Purchase Agreement, dated December , 2014, between the Company and each of Joel Ackerman and Ronnie Morris (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 2, 2015)
|
|
|
|
10.8.2
|
|
Amendment No. 1 to Convertible Promissory Note, dated December 1, 2014 issued to Ronnie Morris in connection with the Note Purchase Agreement, dated December , 2014, between the Company and each of Joel Ackerman and Ronnie Morris (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 2, 2015)
|
|
|
|
10.9
|
|
Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 30, 2011)
|
|
|
|
10.9.1
|
|
Amendment No. 1 to Securities Purchase Agreement, dated January 29, 2014, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 6, 2014)
|
|
|
|
10.9.2
|
|
Amended and Restated 2011 Securities Purchase Agreement, dated March 13, 2015, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 17, 2015)
|
|
|
|
10.10
|
|
Amended and Restated Registration Rights Agreement, dated January 28, 2013, between the Company and each person or entities that are signatories to (i) the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature page thereto, and (ii) the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 30, 2013)
|
|
|
|
10.11
|
|
Form of warrant issued to each person or entities that are signatories to the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 30, 2013)
|
|
|
|
10.11.1
|
|
Amendment No. 1 to warrants, dated March 13, 2015, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed March 17, 2015)
|
|
|
|
10.12
|
|
Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 30, 2013)
|
|
|
|
10.12.1
|
|
Amendment No. 1 to Securities Purchase Agreement, dated January 29, 2014, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 6, 2014)
|
|
|
|
10.12.2
|
|
Amended and Restated 2013 Securities Purchase Agreement, dated March 13, 2015, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 17, 2015)
|
|
|
|
10.14
|
|
Form of warrant issued to each person or entities that are signatories to the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 30, 2013)
|
|
|
|
10.14.1
|
|
Amendment No. 1 to warrants, dated March 13, 2015, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed March 17, 2015)
|
|
|
|
10.15
|
|
Put Right Agreement, dated January 29, 2014, between the Company and each of Joel Ackerman and Ronnie Morris (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 6, 2014)
|
|
|
|
10.16
|
|
Securities Purchase Agreement, dated March 11, 2015, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 12, 2015)
|
|
|
|
10.17
|
|
Amended and Restated Registration Rights Agreement, dated March 13, 2015, between the Company and each person or entities that are signatories to (i) the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature page thereto, (ii) the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature page thereto, and (iii) the Securities Purchase Agreement, dated March 11, 2015, between the Company. And each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 17, 2015)
|
|
|
|
10.18
|
|
Form of Investor Warrant issued to each person or entities that are signatories to the Securities Purchase Agreement, dated March 11, 2015, between the Company and each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K field March 17, 2015)
|
|
|
|
10.19
|
|
Option Exchange Agreement, dated March 16, 2015, between the Company and Joel Ackerman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 20, 2015)
|
|
|
|
10.20
|
|
Option Exchange Agreement, dated March 16, 2015, between the Company and Ronnie Morris (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 20, 2015)
|
|
|
|
10.21
|
|
Option Exchange Agreement, dated March 16, 2015, between the Company and James McGorry (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 20, 2015)
|
|
|
|
10.22
|
|
Option Exchange Agreement, dated March 16, 2015, between the Company and David Miller (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 20, 2015)
|
|
|
|
14
|
|
Code of Ethics (incorporated by reference to Exhibit 14 of the April 30, 2008 Form 10-KSB)
|
|
|
|
21
|
|
List of Subsidiaries*
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm*
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
|
|
|
|
32.1
|
|
Section 1350 Certifications***
|
|
|
|
101.INS*
|
|
XBRL Instance Document.
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
Name
|
|
Incorporated in
|
Champions Biotechnology U.K., Limited
|
|
United Kingdom
|
Champions Oncology (Israel) Ltd.
|
|
Israel
|
|
/s/ Ronnie Morris
|
|
Ronnie Morris
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ David Miller
|
|
David Miller
|
|
Vice President, Finance
|
|
(Principal Financial Officer)
|
|
/s/ Ronnie Morris
|
|
Ronnie Morris
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
/s/ David Miller
|
|
David Miller
|
|
Vice President, Finance
|
|
(Principal Financial Officer)
|