8-K
CHAMPIONS ONCOLOGY, INC. (CSBR)
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): March 12, 2026
CHAMPIONS ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-11504 | 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)
Registrant’s telephone number, including area code: (201) 808-8400
N/A
(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)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Exchange Act
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, par value $0.001 per share | CSBR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On March 12, 2026, Champions Oncology, Inc. (the “Company”) issued a press release regarding the Company’s unaudited financial results for its third quarter ended January 31, 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information contained under Item 2.02 in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d)Exhibits
The following exhibit is filed herewith:
Exhibit No.
| 99.1 | Press Release datedMarch 12, 2026 |
|---|
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: March 12, 2026 | By: | /s/ Robert Brainin |
| Robert Brainin | ||
| Chief Executive Officer |
Document
Exhibit 99.1
NEWS
One University Plaza, Suite 307 Hackensack, NJ 07601 Tel: 551-206-8104
Champions Oncology Reports Revenue of $16.6 Million
Company remains on track to deliver year-over-year revenue growth and positive adjusted EBITDA for the fiscal year
Hackensack, NJ – March 12, 2026 – Champions Oncology, Inc. (Nasdaq: CSBR), a leading translational oncology research organization, today announced its financial results for its third quarter of fiscal 2026, ended January 31, 2026.
Third Quarter and Recent Highlights:
•Record study service revenue of $16.6 million, up approximately 32% year over year
•Total revenue of $16.6 million, compared to $17.0 million in the prior-year period
•Adjusted EBITDA of $574,000; GAAP loss from operations of approximately $276,000
The Company’s third quarter reflected record service revenue driven by strong study execution and the conversion of previously booked work. As is typical in the Company’s business, quarterly revenue can fluctuate depending on study timing and completion milestones. The strong third quarter reflects, in part, the conversion of backlog that had been delayed earlier in the year and may normalize somewhat in the near term before continuing to grow as bookings expand.
Robert Brainin, CEO of Champions, commented, “We delivered strong operational performance in the third quarter, including another quarter of record study services revenue and our third consecutive quarter of positive adjusted EBITDA. While quarterly results can fluctuate in our business, we remain on track for annual growth and full-year positive adjusted EBIDTA while continuing to invest in our data platform and discovery therapeutics initiatives. We are also encouraged by the early momentum we are beginning to see in our data business and remain confident that our differentiated tumor bank, expanding capabilities, and growing customer engagement position Champions well for long-term growth.”
Exhibit 99.1
David Miller, CFO of Champions, added, “Study service revenue grew 32% year over year, benefiting in part from the conversion of previously booked work during the quarter. Total revenue declined modestly compared to the prior-year period due to the absence of the $4.5 million data license transaction recognized in the third quarter of last year.”
“Cost of sales during the quarter included more than $2 million of outsourced radiolabeling work. As this work transitions in-house over time, we expect these costs to decline and margins to improve. We also continue to invest in both our commercial organization and our data platform capabilities to expand our pipeline of opportunities and support future growth.”
Third Fiscal Quarter Financial Results
Total oncology revenue for the third quarter of fiscal 2026 was $16.6 million compared to $17.0 million for the same period last year, a decrease of 2.8%. The decline was primarily attributable to the absence of the $4.5 million data license revenue recognized in the third quarter of fiscal 2025. Excluding data, revenue increased 32% reflecting strong study execution and the conversion of bookings from earlier quarters into revenue during the third quarter.
Total costs and operating expenses for the third quarter of fiscal 2026 were $16.8 million compared to $12.5 million for the third quarter of fiscal 2025, an increase of $4.3 million or 34.3%.
For the third quarter of fiscal 2026, Champions reported a net loss of $279,000, including $423,000 in stock-based compensation, $341,000 in depreciation and amortization expenses, and a loss on equipment sale and disposal of $89,000 . This compares to net income of $4.5 million in the third quarter of fiscal 2025, which included $256,000 in stock-based compensation and $398,000 in depreciation and amortization expenses. Adjusted EBITDA, which is defined as net income excluding stock-based compensation, depreciation and amortization expenses, and a loss on the sale and / or disposal of lab equipment was $574,000 for the third quarter of fiscal 2026 compared to adjusted EBITDA of $5.1 million in the third quarter of fiscal 2025.
Cost of oncology revenue was $8.8 million, for the three months ended January 31, 2026, an increase of $2.2 million, or 33.5%, compared to $6.6 million in the same quarter of fiscal 2025. The increase was primarily driven by higher outsourced lab service costs. As the Company transitions more of this work in-house, management expects margins to improve. Oncology services margin for the quarter was 47%, compared to 61% for three months ended January 31, 2025. The margin decline reflects outsourced radiolabeling work as well as the contribution of high-margin data revenue recognized in the prior-year period. Oncology services margin and profit are defined below in our Non-GAAP financial information discussion.
Research and development expense for the three months ended January 31, 2026 was $2.3 million, an increase of $552,000 or 32.1%, compared to $1.7 million for the three months ended January 31, 2025. The increase reflected greater investment in sequencing and related activities to advance the Company’s data licensing platform. Sales and marketing expense for the quarter was $2.7 million, an increase of $860,000, or 47.6%, compared to $1.8 million in the prior year period, driven primarily by higher compensation expense to support the growth of both the data and commercial businesses. General and administrative expense for the three months ended January 31, 2026 was $3.0 million, an increase of $0.6 million, or 24.1%, compared to $2.4 million for the three months ended January 31, 2025. The increase was primarily due to higher compensation expense, including stock-based compensation, and increased IT-related costs.
Exhibit 99.1
Net cash used in operating activities was approximately $1.4 million for the three months ended January 31, 2026, primarily driven by an increase in accounts receivable and a decline in deferred revenue partially offset by an increase in accounts payable. Net cash used in financing and investing activities totaled approximately $30,000, reflecting purchases of lab and computer equipment, repayment of financing leases, and a stock options exercise.
The Company ended the quarter with cash on hand of approximately $7.1 million and no debt.
Year-to-date Financial Results
Total revenue for the nine months ending January 31, 2026 was $45.6 million, compared to $44.6 million for the same period last year, an increase of 2.2%. Total costs and operating expenses for the nine months ending January 31, 2026 were $46.2 million, compared to $38.0 million for the nine months ending January 31, 2025, an increase of $8.2 million, or 21.5%.
For the nine months ending January 31, 2026, Champions reported a net loss of $508,000, including $880,000 in stock-based compensation, $1.1 million in depreciation and amortization expenses, and a loss on the sales and disposal of equipment of $110,000. This compares to net income of $6.6 million in the nine months ending January 31, 2025, which included $523,000 in stock-based compensation and $1.2 million in depreciation and amortization expenses. Excluding stock-based compensation, depreciation and amortization, and an equipment disposal and sale losses, adjusted EBITDA was $1.5 million for the nine months ending January 31, 2026, compared to $8.3 million in the nine months ending January 31, 2025.
Cost of oncology services was $24.1 million for the nine months ended January 31, 2026, an increase of $3.0 million, or 14.1%, compared to $21.1 million for the same period in 2025. The increase was primarily driven from higher mice costs and outsourced lab services. Oncology services margin for current year period was 47% compared to 52.6% for the prior year period.
Research and development expense for the nine months ended January 31, 2026 was $7.0 million, an increase of $2.1 million, or 43.3%, compared to $4.9 million for the same period in 2025. The increase was primarily driven by greater investment in sequencing and related costs to support the development of our data platform, as well as an increase in investment in Corellia. Sales and marketing expense for the nine months ended January 31, 2026 was $6.5 million, an increase of $1.3 million, or 24.5%, compared to the prior-year period. General and administrative expense was $8.5 million, an increase of $1.7 million, or 25.0%, compared to $6.8 million for the nine months ended January 31, 2025.
Conference Call Information:
The Company will host a conference call today at 4:30 p.m. EDT (1:30 p.m. PDT) to discuss its third quarter financial results. To participate in the call, please call 888-506-0062 (Domestic) or 973-528-0011 (International) and enter the access code 957548, or provide the verbal reference "Champions Oncology".
Full details of the Company’s financial results will be available on or before March 16, 2026 in the Company’s Form 10-Q at www.championsoncology.com.
* Non-GAAP Financial Information
Exhibit 99.1
This press release contains “Non-GAAP financial measures,” which are measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”).
A further explanation and reconciliation and/or calculation of these Non-GAAP financial measures is included below and in the financial tables in this release.
The Company believes that the Non-GAAP financial measures presented facilitate an understanding of operating performance and provide a meaningful comparison of its results between periods. The Company’s management uses Non-GAAP financial measures to, among other things, evaluate its ongoing operations in relation to historical results and for internal planning and forecasting purposes. Adjusted EBITDA and Adjusted EPS represent measures that we believe are customarily used by investors and analysts to evaluate the financial performance of companies in addition to the GAAP measures that we present. Our management also believes that these measures are useful in evaluating our core operating results. However, Adjusted EBITDA and Adjusted EPS are not measures of financial performance under accounting principles generally accepted in the United States of America and should not be considered an alternative to net income, operating income, or EPS as indicators of our operating performance or to net cash provided by operating activities as a measure of our liquidity. We believe the Company’s Adjusted EBITDA and Adjusted EPS measures provide information that is directly comparable to that provided by other peer companies in our industry, but other companies may calculate Non-GAAP financial results differently, particularly related to nonrecurring, unusual items.
Adjusted EBITDA
Adjusted EBITDA represents net income (loss) excluding the effect of stock-based compensation and depreciation and amortization and may also exclude other items not indicative of our ongoing operating performance, when defined.
Adjusted Net Income (Loss) and Adjusted Earnings Per Share (EPS)
Adjusted net income (loss) (if denoted) and adjusted EPS exclude the effect of stock-based compensation and depreciation and amortization and may also exclude other items not indicative of our ongoing operating performance, when defined.
Oncology Services Profit and Oncology Services Margin
Oncology Services Profit is a Non-GAAP measure calculated as oncology revenue less cost of oncology revenue. Cost of oncology revenue is comprised primarily of expenses for mice, laboratory supplies, compensation, and outsourced lab services. Oncology Services margin is a Non-GAAP measure calculated as oncology services profit divided by oncology revenue.
Management believes that Oncology Services Profit and Oncology Services margin are metrics which provide a clear view of direct profitability before research and development, sales and marketing, and administrative expenses are factored into our results. Management monitors these metrics closely as an indicator of pricing strategy effectiveness and resource utilization. These non-GAAP measures should not be considered in isolation or as a substitute for GAAP measures such as operating income (loss) and net income (loss). A reconciliation to the most directly comparable GAAP measure is provided in the accompanying tables.
Exhibit 99.1
About Champions Oncology, Inc.
Champions Oncology is a global preclinical and clinical research services provider that offers end-to-end oncology R&D solutions and innovative data platforms to biopharma organizations. With the largest and most annotated bank of clinically relevant patient-derived xenograft (PDX) and primary hematological malignancy models, Champions delivers innovative highest-quality data through proprietary in vivo and ex vivo platforms. Through its large portfolio of cutting-edge bioanalytical platforms, groundbreaking data platform and analytics, and scientific excellence, Champions enables the advancement of preclinical and clinical oncology drug discovery and development programs worldwide. For more information, please visit www.ChampionsOncology.com.
Media Inquiries:
Gavin Cooper
Vice President, Global Marketing
gcooper@championsoncology.com
Website: https://www.championsoncology.com/
Facebook: https://www.facebook.com/championsoncology/
LinkedIn: https://www.linkedin.com/company/champions-oncology-inc-/
Twitter: @ChampionsOncol1
Instagram: https://www.instagram.com/championsoncology/
This press release may contain "forward-looking statements" (within the meaning of the Private Securities Litigation Act of 1995) that inherently involve risk and uncertainties. Champions Oncology generally uses words such as "believe," "may," "could," "will," "intend," "expect," "anticipate," "plan," and similar expressions to identify forward-looking statements. One should not place undue reliance on these forward-looking statements. The Company's actual results could differ materially from those anticipated in the forward-looking statements for many unforeseen factors. See Champions Oncology's Form 10-K for the fiscal year ended April 30, 2025 for a discussion of such risks, uncertainties and other factors. Although the Company believes the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and Champions Oncology's future results, levels of activity, performance or achievements may not meet these expectations. The Company does not intend to update any of the forward-looking statements after the date of this press release to conform these statements to actual results or to changes in Champions Oncology's expectations, except as required by law.
Champions Oncology, Inc.
(Dollars in thousands)
Reconciliation of GAAP Net (Loss) Income to Adjusted EBITDA - (Non-GAAP) (Unaudited)
| Three Months Ended<br>January 31, | Nine Months Ended<br>January 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||
| Net income (loss) - GAAP | $ | (279) | $ | 4,495 | $ | (508) | $ | 6,536 |
| Less: | ||||||||
| Stock-based compensation | 423 | 256 | 880 | 523 | ||||
| Depreciation and amortization | 341 | 398 | 1,056 | 1,246 | ||||
| Loss on equipment sale and disposal | 89 | — | 110 | — | ||||
| Adjusted EBITDA - Non-GAAP | $ | 574 | $ | 5,149 | $ | 1,538 | $ | 8,305 |
Reconciliation of GAAP EPS to Non-GAAP EPS (Unaudited)
| Three Months Ended<br>January 31, | Nine Months Ended<br>January 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||
| EPS – basic, GAAP | $ | (0.02) | $ | 0.33 | $ | (0.04) | $ | 0.48 |
| Less: | ||||||||
| Effect of stock-based compensation on EPS | 0.03 | 0.02 | 0.06 | 0.04 | ||||
| Effect of depreciation and amortization on EPS | 0.02 | 0.03 | 0.08 | 0.09 | ||||
| Effect of loss on equipment sale and disposal on EPS | 0.01 | — | 0.01 | — | ||||
| Adjusted EPS - basic, Non-GAAP | $ | 0.04 | $ | 0.38 | $ | 0.11 | $ | 0.61 |
| Three Months Ended<br>January 31, | Nine Months Ended<br>January 31, | |||||||
| 2026 | 2025 | 2026 | 2025 | |||||
| EPS – diluted, GAAP | $ | (0.02) | $ | 0.31 | $ | (0.04) | $ | 0.46 |
| Less: | ||||||||
| Effect of stock-based compensation on EPS | 0.03 | 0.02 | 0.06 | 0.04 | ||||
| Effect of depreciation and amortization on EPS | 0.02 | 0.03 | 0.08 | 0.09 | ||||
| Effect of loss on equipment sale and disposal on EPS | 0.01 | — | 0.01 | — | ||||
| Adjusted EPS - diluted, Non-GAAP | $ | 0.04 | $ | 0.36 | $ | 0.11 | $ | 0.59 |
Reconciliation of GAAP Income (Loss) from Operations to Oncology Services Profit and Oncology Services Margin - (Non-GAAP) (Unaudited)
| Three Months Ended<br>January 31, | Nine Months Ended<br>January 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||||||
| Income (loss) from operations - GAAP | $ | (276) | $ | 4,499 | $ | (618) | $ | 6,560 | ||||
| Add: | ||||||||||||
| Research and Development, Sales and Marketing, General and Administrative, and Loss on sale and disposal of equipment | 8,001 | 5,923 | 22,118 | 16,911 | ||||||||
| Oncology services profit - Non-GAAP | 7,725 | 10,422 | 21,500 | 23,471 | ||||||||
| Add: Cost of oncology revenue | 8,834 | 6,617 | 24,090 | 21,118 | ||||||||
| Oncology revenue - GAAP | $ | 16,559 | $ | 17,039 | $ | 45,590 | $ | 44,589 | ||||
| Oncology services margin - Non-GAAP | 47 | % | 61 | % | 47 | % | 53 | % |
Unaudited Condensed Consolidated Statements of Operations (unaudited)
| Three Months Ended<br>January 31, | Nine Months Ended<br>January 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||
| Oncology revenue | $ | 16,559 | $ | 17,039 | $ | 45,590 | $ | 44,589 |
| Cost of oncology revenue | 8,834 | 6,617 | 24,090 | 21,118 | ||||
| Research and development | 2,271 | 1,719 | 6,969 | 4,862 | ||||
| Sales and marketing | 2,666 | 1,806 | 6,520 | 5,236 | ||||
| General and administrative | 2,975 | 2,398 | 8,519 | 6,813 | ||||
| Loss on disposal of equipment | 89 | — | 110 | — | ||||
| Income (loss) from operations | (276) | 4,499 | (618) | 6,560 | ||||
| Other income, net | 39 | 19 | 184 | 30 | ||||
| Income (loss) before provision for income taxes | (237) | 4,518 | (434) | 6,590 | ||||
| Provision for income taxes | 42 | 23 | 74 | 54 | ||||
| Net income (loss) | $ | (279) | $ | 4,495 | $ | (508) | $ | 6,536 |
| Net income (loss) per common share outstanding | ||||||||
| basic | $ | (0.02) | $ | 0.33 | $ | (0.04) | $ | 0.48 |
| and diluted | $ | (0.02) | $ | 0.31 | $ | (0.04) | $ | 0.46 |
| Weighted average common shares outstanding | ||||||||
| basic | 13,886,797 | 13,700,627 | 13,805,647 | 13,620,686 | ||||
| and diluted | 13,886,797 | 14,364,904 | 13,805,647 | 14,132,712 |
Condensed Consolidated Balance Sheets
| January 31, 2026 | April 30, 2025 | |||
|---|---|---|---|---|
| (unaudited) | ||||
| Cash and cash equivalents | $ | 7,127 | $ | 9,785 |
| Accounts receivable, net | 12,067 | 11,204 | ||
| Other current assets | 991 | 1,369 | ||
| Total current assets | 20,185 | 22,358 | ||
| Operating lease right-of-use assets, net | 4,026 | 5,080 | ||
| Property and equipment, net | 3,705 | 4,375 | ||
| Other long term assets | 196 | 196 | ||
| Goodwill | 335 | 335 | ||
| Total assets | $ | 28,447 | $ | 32,344 |
| Accounts payable and accrued liabilities | $ | 9,072 | $ | 6,804 |
| Current portion of operating lease liabilities | 1,529 | 1,471 | ||
| Other current liabilities | 78 | 135 | ||
| Deferred revenue | 9,998 | 15,443 | ||
| Total current liabilities | 20,677 | 23,853 | ||
| Non-current operating lease liabilities | 3,365 | 4,634 | ||
| Other Non-current Liability | 27 | 85 | ||
| Total liabilities | 24,069 | 28,572 | ||
| Total stockholders’ equity attributable to Champions Oncology, Inc. | 4,283 | 3,772 | ||
| Noncontrolling interest | 95 | — | ||
| Total stockholders' equity | 4,378 | 3,772 | ||
| Total liabilities and stockholders’ equity | $ | 28,447 | $ | 32,344 |
Unaudited Condensed Consolidated Statements of Cash Flows (unaudited)
| Nine Months Ended<br>January 31, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| Cash flows from operating activities: | ||||
| Net (loss) income | $ | (508) | $ | 6,536 |
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operations: | ||||
| Stock-based compensation expense | 880 | 523 | ||
| Operating lease right-of use assets | 1,055 | 881 | ||
| Depreciation and amortization expense | 1,056 | 1,246 | ||
| Gain on termination of operating lease | (9) | — | ||
| Loss on sale and disposal of equipment | 110 | — | ||
| Allowance and estimated credit losses | (46) | (320) | ||
| Changes in operating assets and liabilities | (5,012) | (8,348) | ||
| Net cash (used in) provided by operating activities | (2,474) | 518 | ||
| Cash flows from investing activities: | ||||
| Proceeds from sale of equipment | 23 | — | ||
| Purchases of property and equipment | (325) | (136) | ||
| Net cash used in investing activities: | (302) | (136) | ||
| Cash flows from financing activities: | ||||
| Proceeds from the exercise of stock options | 234 | 314 | ||
| Finance lease payments | (116) | (112) | ||
| Net cash provided by financing activities: | 118 | 202 | ||
| Net (decrease) increase in cash | (2,658) | 584 | ||
| Cash at beginning of period | 9,785 | 2,618 | ||
| Cash at the end of period | $ | 7,127 | $ | 3,202 |