UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended April 30, 2021
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number 001-11504
CHAMPIONS ONCOLOGY, INC.
(Exact name of registrant as defined in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
One University Plaza, Suite 307
Hackensack, New Jersey
(Address of principal executive offices)
52-1401755
(I.R.S. Employer
Identification No.)
07601
(Zip Code)
Registrant’s telephone number, including area code:
(201) 808-8400
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, par value $0.001 per share
Trading Symbol(s)
CSBR
Name of Each Exchange on Which Registered
Nasdaq Capital Market
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
¨
x
Accelerated filer
¨
Smaller reporting company
x
Emerging growth company ¨
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.
¨
Indicate by checkmark whether the registrant has filed a report on the attestation to its management’s effectiveness of its
internal control over financial reporting under section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b) by the registered
public accounting firm that prepared or issued its audit report. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ
The approximate aggregate market value of the voting stock held by non-affiliates of the Registrant as of October 31, 2020
was $50.1 million based on the closing price of the Registrant’s common stock as quoted on the Nasdaq Capital Market as of
that date.
The number of shares of common stock of the Registrant outstanding as of July 16, 2021 was 13,415,066.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement for its 2021 Annual Meeting of Shareholders to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, are
incorporated by reference into Part III of this Form 10-K.
INDEX TO FORM 10-K
FOR THE YEAR ENDED APRIL 30, 2021
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
Signatures
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
PART III
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules.
Form 10-K Summary
PART IV
2
6
14
14
15
15
15
16
16
23
23
23
23
24
24
25
26
26
26
26
28
29
1
As used in this Annual Report on Form 10-K (the "Annual Report"), “Champions Oncology, Inc.,” “Champions,” the
“Company,” “we,” “ours,” and “us” refer to Champions Oncology, Inc. and its subsidiaries, except where the context otherwise
requires or as otherwise indicated.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") that inherently involve
risk and uncertainties. Forward-looking statements may be identified by the words “project,” “believe,” “anticipate,” “plan,”
“expect,” “estimate,” “intend,” “should,” “would,” “could,” “will,” “may,” “likely” or similar expressions. Forward-looking
statements in this Annual Report include statements about our business strategies and products development activities,
including the anticipated benefits and risks associated with those strategies as well as statements about the sufficiency of our
capital resources. One should not place undue reliance on these forward-looking statements. We cannot guarantee that we will
achieve the plans, intentions or expectations expressed or implied in our forward-looking statement. There are a number of
important factors that could cause actual results, levels of activity, performance or events to differ materially from those
expressed or implied in the forward-looking statements we make. These important factors are described under “Risk Factors”
set forth below. In addition, any forward-looking statements we make in this Annual Report speak only as of the date of this
document, and we do not intend to update any such forward-looking statements to reflect events or circumstances that occur
after that date, except as required by law. As a result of these and other factors, our stock price may fluctuate dramatically.
PART I
Item 1. Business
Overview
We are a technology-enabled research organization engaged in creating transformative technology solutions to be utilized in
drug discovery and development. Our research center operates in both regulatory and non-regulatory environments and consists
of a comprehensive set of computational and experimental research platforms. Our pharmacology, biomarker, and data
platforms are designed to facilitate drug discovery and development at lower costs and increased speeds.
At the core of our research platforms is our unique, proprietary bank of Patient Derived Xenograft (PDX) models. This
preeminent bank of PDX models is deployed into advanced in vivo and ex vivo pharmacology platforms, providing an
enhanced level of insight into therapeutic programs. We currently have approximately 1,500 PDX Models in our TumorBank
that we believe reflect the characteristics of patients who enroll in clinical trials (late stage, pretreated and metastatic). This
characteristic of our TumorBank is an important differentiator to other established PDX banks. We implant and expand these
tumors in mice, which allows for future studies and additional characterization of the tumor. Additional analytical and
pharmacology experimental platforms are also available to augment the information gained from studies performed.
The PDX bank is highly characterized at the molecular, phenotypic and pharmacological levels, which provides a
differentiated layer of data for our large oncology dataset (the “Datacenter”). The Datacenter combines our proprietary dataset
with other large publicly available datasets. This dataset currently includes approximately 3,500 molecular datasets (genomics,
transcriptomics, proteomics, phosphor-proteomics), approximately 3,000 clinical drug responses, approximately 3,500 in vivo
drug responses, and the accompanying clinical information on the patients from which they were derived (pre and post tumor
sample acquisition of drug treatments and responses, age, gender, ethnicity, tumor stage, tumor grade, location of tumor biopsy,
histology, etc.) derived from our TumorBank. One unique feature of this proprietary dataset is the fact that it is derived from a
living TumorBank. This allows us to continue characterizing the TumorBank over time, and increasing the depth of
characterization of the accumulated data. The combination of the breadth and depth of the TumorBank, and associated
characterization, drives the value of our Datacenter. The Datacenter also includes approximately 20,000 publicly available
datasets including genomics, transcriptomics, proteomics, and functional genomics, and patient outcome. This Datacenter
facilitates our computational approach to drug discovery and provides the foundation to our Software as a Service ("SaaS")
offerings. Collectively, our computational and experimental research platforms enable a more rapid and precise approach to
drug discovery and development.
Through our technology platforms, we have designed an ecosystem of business lines consisting of:
•
•
•
The sale of research services utilizing our innovative research platforms to biopharmaceutical companies
The sale of oncology research Software as a Service ("SaaS") tools to cancer research scientists
The discovery and development of novel oncology therapeutics
2
Translational Oncology Solutions (TOS) Business
Research Services
Our research services utilize our research center to assist pharmaceutical and biotechnology companies with their drug
development process. We perform studies which we believe may predict the efficacy of experimental oncology drugs or
approved drugs as stand-alone therapies or in combination with other drugs and can stimulate the results of human clinical
trials. These studies include in vivo studies that rely on implanting multiple tumors from our TumorBank in mice and testing
the therapy of interest on these tumors. Studies may also include bioinformatics analysis that reveal the differences in the
genetic signatures of the tumors that responded to a therapy as compared to the tumors that did not respond. Our studies can be
used to determine which types of cancer, if any, may be inhibited by a drug. The studies can also be used to identify specific
sub-populations, often characterized by particular genetic mutations that are differentially sensitive or resistant to a drug or drug
combination. Additionally, we provide computational or experimental support to identify novel therapeutic targets, select
appropriate patient populations for clinical evaluation, identify potential therapeutic combination strategies, and develop
biomarker hypothesis of sensitivity or resistance. These studies include the use of our in vivo, ex vivo, analytical and
computational platforms.
Increasing the breadth of the TumorBank is an important strategic effort of the Company. We invest significant research and
development resources to increase the number of PDX Models in our TumorBank and add unique and different sub-types of
cancer that are not historically addressed. This effort also allows us to build highly valuable PDX models derived from patients
with resistance to specific therapies or important molecular annotations. We also invest significant resources to increase the
depth of characterization of the TumorBank. For each model, this characterization includes phenotypic analysis, molecular
analyses, and pharmacologic analysis. This depth of characterization, in an individual tumor basis, is unique and not widely
available.
We have performed studies for approximately 500 different pharmaceutical and biotechnology companies over the past ten
years, have a high rate of repeat business, and contract with pharmaceutical and biotechnology companies across North
America, Europe and Asia. Studies are performed in a preclinical non-regulatory environment, as well as a Good Clinical
Regulatory Practice (GCLP) regulatory environment for clinical evaluation. Typical studies are in the $100,000 price range,
with an increasing number of studies in the $250,000 to $500,000 range. Studies performed in a regulatory environment can be
much larger than those performed within a non-regulatory environment. Revenue from this business has grown at an average
annual growth rate of 30% since 2015 and represents the primary source of our current revenue stream.
Software As A Service (SaaS) Business
Our SaaS business, launched in fiscal year 2021, is centered around our proprietary software platform and data tool, Lumin
Bioinformatics ("Lumin”), which contains comprehensive information derived from our research services and clinical studies
and is sold to customers on an annual subscriptions basis. Our software development teams consist of bioinformatics scientists,
mathematicians as well as software engineers. Lumin leverages Champions’ large Datacenter coupled with analytics and
artificial intelligence to provide a robust tool for computational cancer research. It is the combination of the Datacenter and the
analytics that create a unique foundation for Lumin. Insights developed using Lumin can provide the basis for biomarker
hypotheses, reveal potential mechanisms of therapeutic resistance, and guide the direction of additional preclinical evaluations.
Drug Discovery and Development Business
Our nascent drug discovery and development business leverages the computational and experimental capabilities within our
platforms. Our discovery strategy utilizes our Datacenter, coupled with artificial intelligence and other advanced computational
analytics, to identify novel therapeutic targets. We then employ the use of our proprietary experimental platforms to rapidly
validate these targets for further drug development efforts. Our efforts center around three areas of focus:
1. Targeted therapy with drug conjugates
2.
3. Cell therapy
Immune oncology
Our drug discovery and development business is dependent on a dedicated research and development team, made up of
computational and experimental scientists. Importantly, the scientific teams within our Drug Discovery and Development teams
are appropriately segregated from our other businesses.
3
We have a rich pipeline of targets at various stages of discovery and validation, with a select group that has progressed to
therapeutic development. Our commercial strategy for the validated targets and therapeutics established from this business is
wide-ranging and still being developed. It will depend on many factors, and will be specific for each target or therapeutic area
identified.
Our sales and marketing efforts are dependent on a dedicated sales force of approximately 36 professionals that sell our
services directly to pharmaceutical and biotechnology companies. Our research services team is focused on identifying and
selling studies to new customers as well as increasing our revenue from our existing customer base. We spend significant
resources in informing our customers and reaching out to new contacts within companies that we currently serve. These efforts
are aimed at moving our customers along the adoption curve for our research platforms, thereby increasing the number of
studies and the average study size. Our success in these efforts is demonstrated by the growing number of customers who have
increased their annual spend on our services over the past three years.
Our SaaS business development team is focused on identifying and selling subscriptions to new customers, ensuring a high
level of use from these subscribers, and increasing our revenue from existing customers through the use of our cloud computing
environment. Our sales approach is based on in informing our current research services customers and reaching out to new
contacts within companies that we currently serve.
For the year ended April 30, 2021, revenues from our products and services totaled approximately $40.9 million, an increase
of approximately 28% from the previous year.
Our Current Strategy
Our strategy is to use our various platform technologies to drive multiple synergistic revenue streams. We continue to build
upon this with investments in research and development. Our enterprise strategy consists of the following:
• Establish a global leadership position in oncology research
• A focus on bringing better drugs to patients faster
• Leading innovation in oncology research and development platforms
• Cultivating a solid reputation for the quality of data acquisition and interpretation
• Collaborations across the global biopharma landscape
• Profitable growth across all business lines
Our Growth and Expansion Strategy
Our strategy is to continue to use our various platform technologies to drive multiple synergistic revenue streams.
Our strategy for growth has multiple components:
•
•
•
Growing our TumorBank: We grow our TumorBank in two ways. First, leverage a medical affairs team that works
with a well established clinical network to facilitate access to patients diagnosed with prioritized tumors subtypes.
Second, we utilize our legacy Personalized Oncology Services business to establish novel PDX models from patients
who use this service. The PDX models are then deeply characterized at the phenotypic, molecular, and pharmacologic
levels. This data characterization is then added to our DataCenter.
Adding new experimental technologies: The fields of oncology research and drug development are evolving rapidly.
To keep up with new approaches, we continuously add new technologies to platform. We are currently investing in
developing additional proprietary pharmacology platforms aimed at enhancing the scientific output and driving
innovation in the oncology research sector. We are also investing in the acquisition of sophisticated analytical
platforms which allow scientists to derive deeper insights when using our pharmacology platforms. Once these
experimental technologies are established they are made available to our research and development and target
discovery teams.
Continued development of computational power: We have developed sophisticated and innovative computational
approaches. We continue to invest in the development of novel artificial intelligence, data structures, and analytics.
Our goal is to leverage our unique Datacenter to establish elegant ways to better understand the molecular dynamics of
cancer, and the development novel therapeutics.
4
Competition
Champions currently competes in three different markets:
Research Services: Pharmaceutical companies rely on outsourcing preclinical studies to Clinical Research Organizations
("CROs"). Competition in this industry is intense and based significantly on scientific, technological, and market forces, which
include the effectiveness of the technology and products and the ability to commercialize technological developments. The
Company faces significant competition from other healthcare companies in the United States and abroad. The majority of these
competitors are, and will be, substantially larger than the Company, and have substantially greater resources and operating
histories. There can be no assurance that developments by other companies will not render our products or technologies
obsolete or non-competitive or that we will be able to keep pace with the technological or product developments of our
competitors. These companies, as well as academic institutions, governmental agencies, and private research organizations also
compete with us in recruiting and retaining highly qualified scientific, technical and professional personnel and consultants.
SaaS: There are two important components of Lumin Bioinformatics: the Datacenter and the Analytics. While we feel our
Datacenter is unique, there are a large number of publicly available datasets that can be accessed free of charge for
computational research. This publicly available data repertoire is constantly growing as academic labs publish results. We
continue to find ways to differentiate our dataset, however there can be no assurance that developments by other companies or
academic institutions in data curation will not render our Datacenter obsolete or non-competitive. The second component of
Lumin Bioinformatics is the data analytics. While there are a minimal number of software solutions that offer the degree of
analytics available within Lumin Bioinformatics, the know-how and workflows of these analytics are well established in
bioinformatics labs across academia and the biopharmaceutical industry. As a result, the barrier to entry for developing a SaaS
tool leveraging these analytics is relatively low.
Drug Discovery and Development: Our Drug Discovery and Development business places us in a good position of also
competing against the same customers of our Research Services and/or SaaS businesses: the global biopharmaceutical industry.
The global oncology drug market is estimated to be $85B. Competition in this industry is strong and based significantly on
scientific and technological forces, which rely solely on the effectiveness of therapeutics designed to treat cancer. The Company
faces significant competition from other biopharmaceutical companies in the United States and abroad. The competitors have a
wide range of strategic and operational approaches. Our business strategy is to work with differentiated therapeutic targets and
research areas. However, given the intense degree of privacy from our competitors, we cannot guarantee that others within the
industry are not also working on these targets. Further, some competitors will operate with no laboratory or experimental
operations, while others will have varying degrees of laboratory space and experimental capabilities. There can be no assurance
that developments by other companies will not render experimental platforms obsolete or non-competitive or that we will be
able to keep pace with the technological or product developments of our competitors. These companies, as well as academic
institutions, governmental agencies, and private research organizations also compete with us in recruiting and retaining highly
qualified scientific, technical and professional personnel and consultants.
Research and Development
For the years ended April 30, 2021 and 2020, we spent approximately $7.2 million and $5.9 million, respectively, to further
develop our platforms. We continue to expand our TumorBank via the inclusion of tumor tissue and implanted models through
research collaborations and relationships with hospitals and academic institutions. Our research and development efforts were
focused on increasing our understanding of our TumorGraft models, their clinical predictability, improving growth and tumor
take rates, and other biological and molecular characteristics of the models. We are investing in developing additional
proprietary pharmacology platforms aimed at enhancing the scientific output and driving innovation in the oncology research
sector.
We are also investing in the acquisition of sophisticated analytical platforms which allow scientists to derive deeper insights
when using our pharmacology platforms.
Government Regulation
The research, development, and marketing of our products, the performance of our POS testing services, and the operation of
our facilities are generally subject to federal, state, local, or foreign legislation, including licensure of our laboratory located in
Rockville, Maryland by the State of Maryland and compliance with federal, state, local or foreign legislation applicable to the
use of live animals in scientific testing, research and education.
5
The FDA has claimed regulatory authority over laboratory developed tests such as our POS products, but has generally not
exercised it. The FDA has announced regulatory and guidance initiatives that could increase federal regulation of our business.
We are subject to federal and international regulations with regard to shipment of hazardous materials, including the
Department of Transportation and the International Air Transit Authority. These regulations require interstate, intrastate, and
foreign shipments comply with applicable labeling, documentation, and training requirements.
Human Capital Resources
As of July 16, 2021, we had 194 full-time employees, including 61 with doctoral or other advanced degrees. Of our
workforce, 143 employees are engaged in research and development and laboratory operations, 36 employees are engaged in
sales and marketing, and 15 employees are engaged in finance and administration.
We believe that our future success will depend, in part, on our ability to continue to attract, hire, and retain qualified
personnel. We continue to seek additions to our science and technical staff, although the competition for such personnel in the
pharmaceutical and biotechnology industries is intense. Attracting, developing, and retaining skilled and experienced
employees in our industry is crucial to our ability to compete effectively. Our ability to recruit and retain such employees
depends on a number of factors, including our corporate culture and work environment, our corporate philosophy, internal
talent development and career opportunities, and compensation and benefits.
None of our employees are represented by a labor union or covered by collective bargaining agreements. We have never
experienced a work stoppage and believe our relationship with our employees is good.
Company History
We were incorporated as a merger and acquisition company under the laws of the State of Delaware on June 4, 1985, under
the name “International Group, Inc.” In September 1985, the Company completed a public offering and shortly thereafter
acquired the world-wide rights to the Champions sports theme restaurant concept and changed its name to “Champions Sports,
Inc.” In 1997, the Company sold its Champions service mark and concept to Marriott International, Inc. and until 2005, was a
consultant to Marriott International, Inc. and operated one Champions Sports Bar Restaurant. In January 2007, the Company
changed its business direction to focus on biotechnology and subsequently changed its name to Champions Biotechnology, Inc.
On May 18, 2007, the Company acquired Biomerk, Inc., at which time we began focusing on our current line of business. In
April 2011, the Company changed its name to Champions Oncology, Inc. to reflect the Company's new strategic focus on
developing advanced technologies to personalize the development and use of oncology drugs.
Available Information
Our internet website address is www.championsoncology.com. Information on our website is not part of this Annual Report.
Through our website, we make available, free of charge, access to all reports filed with the United States Securities and
Exchange Commission, or SEC, including our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our
Current Reports on Form 8-K, our Proxy Statements on Schedules 14A and amendments to those reports, as filed with or
furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the SEC. Copies of any materials we file with, or furnish to, the SEC can
also be obtained free of charge through the SEC’s website at http://www.sec.gov.
Item 1A. Risk Factors
You should carefully consider the risks described below together with all of the other information included in this Annual
Report. The risks and uncertainties described below are not the only ones we face. Additional risks not presently known, or
those we currently consider insignificant, may also impair our business operations in the future.
We historically incurred losses from operating activities, may require significant capital and may never achieve
sustained profitability.
For the years ended April 30, 2021 and 2020, the Company had net income of approximately $362,000 and a net loss of
approximately $2,093,000, respectively. As of April 30, 2021, the Company has an accumulated deficit of approximately $72.5
million. As of April 30, 2021, we had working capital of $1.4 million and cash of $4.7 million. We believe that our cash on
hand, together with future improved cash flows from operations, are adequate to fund our operations through at least August
2022.
6
The amount of our income or losses and liquidity requirements may vary significantly from year-to-year and quarter-to-
quarter and will depend on, among other factors:
•
•
•
•
•
•
•
•
the cost of continuing to build out our TumorGraft bank;
the cost and rate of progress toward growing our technology platforms;
the cost and rate of progress toward building our business units;
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.
Currently, the Company derives revenue primarily from research services, while pursuing efforts to further develop its SaaS
and drug discovery business units. We are investing resources to further grow our sales of all of our business units.
To become sustainably profitable, we will need to generate revenues to offset our operating costs, including our research and
development and general and administrative expenses. We may not achieve or, if achieved, sustain our revenue or profit
objectives. If our losses increase in the future and we are unable to obtain sufficient capital either from operations or externals
sources, ultimately, we may have to cease operations.
In order to grow revenues, we must invest capital to implement our sales and marketing efforts and to successfully develop
our technology platforms. Our sales and marketing efforts may never generate significant increases in revenues or achieve
profitability and it is possible that we will be required to raise additional capital to continue our operations. If we must devote a
substantial amount of time to raising capital, it will delay our ability to achieve our business goals within the time frames that
we now expect, which could increase the amount of capital we need. In addition, the amount of time expended by our
management on fundraising distracts them from concentrating on our business affairs. If we require additional capital and are
not successful in raising the needed capital, we may have to cease operations.
We may incur greater costs than anticipated, which could result in sustained losses.
We use reasonable efforts to assess and predict the expenses necessary to pursue our business strategies. However,
implementing our business strategies may require more employees, capital equipment, supplies or other expenditure items than
management has predicted. Similarly, the cost of compensating additional management, employees and consultants or other
operating costs may be more than we estimate, which could result in ongoing and sustained losses.
We may not be able to implement our business strategies which could impair our ability to continue operations.
Implementation of our business strategies will depend in large part on our ability to (i) attract and maintain a significant
number of customers; (ii) effectively provide acceptable services to our customers; (iii) develop and license new products and
technologies; (iv) maintain appropriate internal procedures, policies, and systems; (v) hire, train, and retain skilled employees
and management; (vi) continue to operate despite increasing competition in our industry; and (vii) establish, develop and
maintain our name recognition. Our inability to obtain or maintain any or all these factors could impair our ability to implement
our business strategies successfully, which could have material adverse effects on our results of operations and financial
condition.
Our business could be adversely impacted by changes in FDA’s regulatory oversight of laboratory-developed tests
such as our POS services that are currently under consideration or by other changes in the regulatory requirements
applicable to our POS services imposed by the FDA or regulatory authorities in other countries in which our services
are provided.
The FDA has claimed regulatory authority over all laboratory-developed tests, or LDTs, such as our POS services, but has
generally not exercised its regulatory authority for most LDTs performed by CLIA-certified laboratories such as our facilities.
The FDA has announced several regulatory and guidance initiatives that may impact our business, including by increasing
FDA’s regulation of LDTs.
On July 31, 2014 the FDA notified Congress of the FDA’s intent to issue a draft oversight framework for LDTs based on risk
to patients rather than whether they were made by a conventional manufacturer or a single laboratory. This draft oversight
framework includes pre-market review for higher-risk LDTs, like those used to guide treatment decisions, including the many
companion diagnostics that have entered the market as LDTs. In addition, under the draft framework, the FDA would continue
7
to exercise enforcement discretion for low-risk LDTs and LDTs for rare diseases, among others. The framework would be
phased in over many years. In January 2017, FDA summarized comments it had received on the 2014 draft guidance in a
discussion paper which noted that it would not be issuing a final guidance on oversight of LDTs for the time being. Final
guidance on the framework has not since been issued by FDA although various legislative approaches to regulation over LDTs
remain in discussion. If this framework or one similar to it is implemented, these initiatives may lead to an increased regulatory
burden on our Company, which may result in a requirement for FDA review and clearance or approval of our POS services.
Any increased regulatory burdens would probably result in an increase in the cost of our POS services and could keep us from
selling POS services until such time as any required FDA clearance or approval is obtained. If our POS services become subject
to FDA’s approval and oversight as medical devices, the additional regulatory burdens may be significant, and may require the
addition of experienced medical device quality, regulatory and compliance personnel to assume these burdens. Any POS
services that we provide in other countries may be similarly subject to regulation by foreign regulatory agencies, which would
also increase our costs. These matters could hurt our business and our financial results of business.
Our laboratories are subject to regulation and licensure requirements, and the healthcare industry is highly
regulated; we may face substantial penalties, and our business activities may be impacted, if we fail to comply.
Our research services are performed in laboratories that are subject to state regulation and licensure requirements. Such
regulation and requirements are subject to change, and may result in additional costs or delays in providing our products to our
customers. In addition, the healthcare industry in general is highly regulated in the United States at both the federal and state
levels. We seek to conduct our business in compliance with all applicable laws, but many of the laws and regulations potentially
applicable to us are vague or unclear. These laws and regulations may be interpreted or applied by an authority in a way that
could require us to make changes in our business. We may not be able to obtain all regulatory approvals needed to operate our
business or sell our products. If we fail to do so, we could be subject to civil and criminal penalties or fines or lose the
authorizations necessary to operate our business, as well as incur additional liabilities from third parties. If any of these events
happened, they could hurt our business and financial results.
If our laboratory facilities are damaged or destroyed, or we have a dispute with one of our landlords, our business
would be negatively affected.
We currently utilize several office suites where our laboratories are located within one facility in Rockville, Maryland. If this
facility was to be significantly damaged or destroyed, we could suffer a loss of our ongoing and future drug studies, as well as
our TumorBank. In addition, we lease the laboratories from a third party. If we had a dispute with our landlord or otherwise
could not utilize our space, it would take time to find and move to a new facility, which could negatively affect our results of
operations.
Any health crisis impacting our colony of laboratory mice could have a negative impact on our business.
Our research services operations depend on having a colony of live mice available. If this population experienced a health
crisis, such as a virus or other pathogen, such crisis would affect the success of our existing and future business, as we would
have to rebuild the population and repeat current studies.
We have limited experience marketing and selling our products and may need to rely on third parties to successfully
market and sell our products and generate revenues.
Currently, we rely on the internet, word of mouth, and a small sales force to market our services. We have to compete with
other pharmaceutical, biotechnology and life science technology and service companies to recruit, hire, train, and retain
marketing and sales personnel. However, there can be no assurance that we will be able to develop in-house sales, and as a
result, we may not be able to generate product revenue.
We will continue to be dependent upon key employees.
Our success, currently, is dependent upon the efforts of several full-time key employees, the loss of the services of one or
more of which would have a material adverse effect on our business and financial condition. We intend to continue to develop
our management team and attract and retain qualified personnel in all functional areas to expand and grow our business. This
may be difficult in the healthcare industry where competition for skilled personnel is intense.
We have identified that there is a material weaknesses in our internal control over financial reporting, which if not
remediated, could materially adversely affect our ability to timely and accurately report our results of operations and
financial condition. This material weakness has not been fully remediated as of the filing date of this Form 10-K. If we
8
fail to maintain an effective system of internal controls, the accuracy and timing of our financial reporting may be
adversely affected.
As described in “Part II, Item 9A - Controls and Procedures,” of this Form 10-K we have concluded that there is a
material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected on a timely basis. It is necessary for us to
maintain effective internal control over financial reporting to prevent fraud and errors and to maintain effective disclosure
controls and procedures so that we can provide timely and reliable financial and other information.
Specifically, our risk assessment procedures over certain of our contractual arrangements requiring the payment of
royalties for the licensing of technology from third-parties did not adequately identify the risks and consider the Company's
obligations based on the recognition of oncology services revenue. As a result, the Company had missing process level controls
over the review of royalty arrangements and the timely determination and recognition of related liabilities.
As further described in Part II, Item 9A in this Annual Report on Form 10-K, while we are in the process of
implementing a remediation plan to remediate this material weakness, there can be no assurance that this will not occur in
future reports. We may identify additional material weaknesses in our internal control over financial reporting in the future. If
we are unable to remediate this material weakness or we identify additional material weaknesses in our internal control over
financial reporting in the future, our ability to analyze, record and report financial information accurately, to prepare our
financial statements within the time periods specified by the rules.
Because our industry is very competitive and many of our competitors have substantially greater capital resources
and more experience in research and development, we may not succeed in selling or increasing sales of our products and
technologies.
We are engaged in a rapidly changing and highly competitive field. Potential competitors in the United States and abroad are
numerous and include providers of clinical research services, most of which have substantially greater capital resources and
more experience in research and development capabilities. Furthermore, new companies will likely enter our market from the
United States and abroad, as scientific developments surrounding other pre-clinical and clinical services grow in the
multibillion dollar oncology marketplace. Our competitors may succeed in selling their products to our pharmaceutical and
biotech customers more effectively than we sell our products. In addition, academic institutions, hospitals, governmental
agencies, and other public and private research organizations also may conduct similar research, seek patent protection, and
may develop and commercially introduce competing products or technologies on their own or through joint ventures. If one or
more of our competitors succeeds in developing similar technologies and products that are more effective or successful than any
of those that we currently sell or will develop, our results of operations will be significantly adversely affected.
If we are unable to protect our intellectual property, we may not be able to compete as effectively.
It is important in the healthcare industry to obtain patent and trade secret protection for new technologies, products, and
processes. Our success will depend, in part, upon our ability to obtain, enjoy, and enforce protection for any products we have,
develop or acquire under United States and foreign patent laws and other intellectual property laws, preserve the confidentiality
of our trade secrets, and operate without infringing the proprietary rights of third parties. Where appropriate, we will seek patent
protection for certain aspects of our technology. However, while our TumorGraft Technology Platform is proprietary and
requires significant know-how to both initiate and operate, it is not patented. It is, therefore, possible for competitors to develop
other implantation procedures, or to discover the same procedures utilized by us, that could compete with us in our market.
It also is unclear whether efforts to secure our trade secrets will provide useful protection. While we will use reasonable
efforts to protect our trade secrets, our employees or consultants may unintentionally or willfully disclose our proprietary
information to competitors resulting in a loss of protection. Enforcing a claim that someone else illegally obtained and is using
our trade secrets, like patent litigation, is expensive and time consuming, and the outcome is unpredictable. In addition, courts
outside the United States are sometimes less willing to protect trade secrets. Finally, our competitors may independently
develop equivalent knowledge, methods and know-how.
If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be
harmed.
We rely on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain our
competitive position. We seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality
agreements with parties who have access to them, such as our employees, corporate collaborators, outside scientific
9
collaborators, contract manufacturers, consultants, advisors and other third parties. We also seek to enter into confidentiality
and invention assignment agreements with our employees and consultants. Despite these efforts, any of these parties may
breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain
adequate remedies for such breaches. Our trade secrets may also be obtained by third parties by other means, such as breaches
of our physical or computer security systems. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret
is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the
United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or
independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it,
from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or
independently developed by a competitor, our competitive position would be harmed.
Claims by others that our products infringe their patents or other intellectual property rights could adversely affect
our financial condition.
The healthcare industry has been characterized by frequent litigation regarding patent and other intellectual property rights.
Patent applications are maintained in secrecy in the United States and also are maintained in secrecy outside the United States
until the application is published. Accordingly, we can conduct only limited searches to determine whether our technology
infringes the patents or patent applications of others. Any claims of patent infringement asserted by third parties would be time-
consuming and could likely:
•
•
•
•
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.
Patients are unable to obtain reimbursement from third-party payers for our services, limiting the market acceptance
of our services, and as a result we may not achieve significant revenues.
Currently, patients are unable to obtain reimbursement from third party payers for our services. Furthermore, the continuing
efforts of government and insurance companies, health maintenance organizations (“HMOs”) and other payers of healthcare
costs to contain or reduce costs of health care could affect our revenues and profitability. In the U.S., given recent federal and
state government initiatives directed at lowering the total cost of health care, the U.S. Congress and state legislatures will likely
continue to focus on health care reform, the cost of prescription pharmaceuticals and on the reform of the Medicare and
Medicaid systems. While we cannot predict whether any such legislative or regulatory proposals will be adopted, the inability
to obtain reimbursement from third party payers for our services limits the market acceptance of our services. As a result, we
may not achieve significant revenues.
Our ability to expand our business may depend in part on the extent to which appropriate reimbursement levels for the cost of
our proposed formulations and products and related treatments are obtained by governmental authorities, private health insurers
and other organizations, such as HMOs. The trend toward managed health care in the U.S. and the concurrent growth of
organizations such as HMOs, which could control or significantly influence the purchase of health care services and drugs, as
well as legislative proposals to reform health care or reduce government insurance programs, may all result in lower prices for
or rejection of our services.
Research service studies are subject to cancellation based on changes in customer’s development plans.
Our revenue is primarily derived from studies performed for pharmaceutical and biotechnology companies to assist in the
development of oncology drugs. There are many factors that could result in the change of our customers development plans for
specific drugs, including without limitation to their research and development budgets and drug development strategies. These
changes could lead to the cancellation or modification of on-going or planned studies. This would have a negative impact on the
Company’s revenue growth and profit margin.
We face competition in the life science market for computational software and for bioinformatics products.
The market for our computational software platform for the life science market is competitive. We currently face competition
from other scientific software providers, larger technology and solutions companies, in-house development by our customers
and academic and government institutions, and the open-source community. Some of our competitors and potential competitors
have longer operating histories in certain segments of our industry than we do and could have greater financial, technical,
marketing, research and development, and other resources. We could also face competition from open-source software
initiatives, in which developers provide software and intellectual property free over the Internet. In addition, some of our
10
customers spend significant internal resources in order to develop their own software. There can be no assurance that our
current or potential competitors will not develop products, services, or technologies that are comparable to, superior to, or
render obsolete, the products, services, and technologies we offer. There can be no assurance that our competitors will not adapt
more quickly than we do to technological advances and customer demands, thereby increasing such competitors' market share
relative to ours. Any material decrease in demand for our technologies or services may have a material adverse effect on our
business, financial condition, and results of operations.
Drug development programs, particularly those in early stages of development, may never be commercialized.
Our future success depends, in part, on our ability to select successful product candidates, complete preclinical development
of these product candidates and advance them to and through clinical trials. Early-stage product candidates in particular require
significant investment in development, preclinical studies and clinical trials, regulatory clearances and substantial additional
investment before they can be commercialized, if at all.
Our research and development programs may not lead to commercially viable products for several reasons, and are subject to
the risks and uncertainties associated with drug development. For example, we may fail to identify promising product
candidates, our product candidates may fail to be safe and effective in preclinical tests or clinical trials, or we may have
inadequate financial or other resources to pursue discovery and development efforts for new product candidates. From time to
time, we may establish and announce certain development goals for our product candidates and programs, including. However,
given the complex nature of the drug discovery and development process, it is difficult to predict accurately if and when we will
achieve these goals. If we are unsuccessful in advancing our research and development programs into clinical testing or in
obtaining regulatory approval, our long-term business prospects will be harmed.
Drug discovery programs, particularly those in early stages of development, may never be commercialized.
Our future success in drug discovery depends,, in part, on our ability to select successful product candidates, complete
preclinical development of these product candidates and advance them to and through clinical trials. Early-stage product
candidates in particular require significant investment in development, preclinical studies and clinical trials, regulatory
clearances and substantial additional investment before they can be commercialized, if at all.
Our research and development programs related to drug discovery may not lead to commercially viable products for several
reasons, and are subject to the risks and uncertainties associated with drug development. For example, we may fail to identify
promising product candidates, our product candidates may fail to be safe and effective in preclinical tests or clinical trials, or we
may have inadequate financial or other resources to pursue discovery and development efforts for new product candidates.
From time to time, we may establish and announce certain development goals for our product candidates and programs.
However, given the complex nature of the drug discovery and development process, it is difficult to predict accurately if and
when we will achieve these goals. If we are unsuccessful in advancing our research and development programs into clinical
testing or in obtaining regulatory approval, our long-term business prospects will be harmed.
Impairment of goodwill or other long term assets may adversely impact future results of operations
We have intangible assets, including goodwill, and capitalized software development costs on our balance sheet. If the future
growth and operating results of our business are not as strong as anticipated and/or our market capitalization declines, this could
impact the assumptions used in calculating the fair value of goodwill or recoverability of our capitalized software development
costs. To the extent impairment occurs, the carrying value of our assets will be written down to an implied fair value and an
impairment charge will be made to our income from continuing operations. Such an impairment charge could materially and
adversely affect our operating results.
Our ability to use our net operating loss carry-forwards and certain other tax attributes may be limited.
Under Section 382 of the Internal Revenue Code of 1986, as amended, referred to as the Internal Revenue Code, if a
corporation undergoes an “ownership change” (generally defined as a greater than 50% change (by value) in its equity
ownership over a three-year period), the corporation’s ability to use its pre-change net operating loss carry-forwards and other
pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited. We believe that our
2016 public offering, taken together with our private placements and other transactions that have occurred over the past five
years, may have triggered an “ownership change” limitation. We may also experience ownership changes in the future as a
result of subsequent shifts in our stock ownership. As a result, if we earn net taxable income, our ability to use our pre-change
net operating loss carry-forwards to offset U.S. federal taxable income may be subject to limitations, which potentially could
result in increased future tax liability to us.
11
We have a limited market for our common stock, which makes our securities very speculative.
Trading activity in our common stock is and has been limited. As a result, an investor may find it difficult to dispose of, or
to obtain accurate quotations of the price of our common stock. There can be no assurance that a more active market for our
common stock will develop, or if one should develop, there is no assurance that it will be sustained. This could severely limit
the liquidity of our common stock, and would likely have a material adverse effect on the market price of our common stock
and on our ability to raise additional capital. Furthermore, like many stocks quoted on the Nasdaq Capital Market, trading in our
common stock is thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do
with our operations or business prospects. This volatility could depress the market price of our common stock for reasons
unrelated to operating performance.
Investment in our common stock may be diluted if we issue additional shares in the future.
We may issue additional shares of common stock, which will reduce shareholders’ percentage ownership and may dilute per
share value. Our certificate of incorporation authorizes the issuance of 200,000,000 shares of common stock. As of July 16,
2021, we had 13,415,066 shares of common stock issued and outstanding. The future issuance of all or part of the remaining
authorized common stock would result in substantial dilution in the percentage of the common stock held by existing
shareholders. The issuance of common stock for future services, acquisitions, or other corporate actions may have the effect of
diluting the value of the shares held by existing shareholders, and might have an adverse effect on any market for our common
stock.
To the extent that we raise additional funds by issuing equity securities or convertible debt securities in the future, our
stockholders may experience significant dilution. Sale of additional equity and/or convertible debt securities at prices below
certain levels will trigger anti-dilution provisions with respect to certain securities we have previously sold. If additional funds
are raised through a credit facility or the issuance of debt securities or preferred stock, lenders under the credit facility or
holders of these debt securities or preferred stock would likely have rights that are senior to the rights of holders of our common
stock, and any credit facility or additional securities could contain covenants that would restrict our operation.
Potential future sales or issuances of our common stock to raise capital, or the perception that such sales could occur,
could cause dilution to our current stockholders and the price of our common stock to fall.
We have historically supported our operations through the issuance of equity and may continue to do so in the future.
Although we may not be successful in obtaining financing through equity sales on terms that are favorable to us, if at all, any
such sales that do occur could result in substantial dilution to the interests of existing holders of our common stock.
Additionally, the sale of a substantial number of shares of our common stock or other equity securities to any new investors,
or the anticipation of such sales, could cause the trading price of our common stock to fall.
Our stock price is volatile and therefore investors may not be able to sell their common stock at or above the price
they paid for it.
The stock market in general and the market for biotechnology companies in particular have experienced extreme volatility
that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may
not be able to sell their common stock at or above the price they paid for it. The market price for our common stock may be
influenced by many factors, including:
•
•
•
•
•
•
•
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.
Certain provisions of our charter and bylaws and of our contractual agreements contain provisions that could delay
and discourage takeover attempts and any attempts to replace our current management by stockholders.
12
Certain provisions of our certificate of incorporation and bylaws, and our contractual agreements could make it difficult for
or prevent a third party from acquiring control of us or changing our board of directors and management. These provisions
include:
•
•
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.
Certain provisions of Delaware law make it more difficult for a third party to acquire us and make a takeover more
difficult to complete, even if such a transaction were in the stockholders’ interest.
The Delaware General Corporation Law contains provisions that may have the effect of making it more difficult or delaying
attempts by others to obtain control of us, even when these attempts may be in the best interests of our stockholders. We also
are subject to the anti-takeover provisions of the Delaware General Corporation Law, which prohibit us from engaging in a
“business combination” with an “interested stockholder” unless the business combination is approved in a prescribed manner
and prohibit the voting of shares held by persons acquiring certain numbers of shares without obtaining requisite approval. The
statutes have the effect of making it more difficult to effect a change in control of a Delaware company.
Our management and three significant stockholders collectively own a substantial majority of our common stock.
Collectively, our officers, our directors and three significant stockholders own or exercise voting and investment control of
approximately 55% of our outstanding common stock as of July 16, 2021. As a result, investors may be prevented from
affecting matters involving our company, including:
•
•
•
•
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.
Furthermore, this concentration of voting power could have the effect of delaying, deterring or preventing a change of control
or other business combination that might otherwise be beneficial to our stockholders. This significant concentration of share
ownership may also adversely affect the trading price for our common stock because investors may perceive disadvantages in
owning stock in a company that is controlled by a small number of stockholders.
We have not paid any cash dividends in the past and have no plans to issue cash dividends in the future, which could
cause the value of our common stock to have a lower value than other similar companies which do pay cash dividends.
We have not paid any cash dividends on our common stock to date and do not anticipate any cash dividends being paid to
holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and
capital needs of the business, it is anticipated that any earnings will be retained to finance our future expansion. As we have no
plans to issue cash dividends in the future, our common stock could be less desirable to other investors and as a result, the value
of our common stock may decline, or fail to reach the valuations of other similarly situated companies who have historically
paid cash dividends in the past.
If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our
market, or if they change their recommendations regarding our common stock adversely, the price of our common stock
and trading volume could decline.
The trading market for our common stock may be influenced by the research and reports that securities or industry analysts
may publish about us, our business, our market or our competitors. If any of the analysts who may cover us change their
recommendation regarding our common stock adversely, or provide more favorable relative recommendations about our
competitors, the price of our common stock would likely decline. If any analyst who may cover us was to cease coverage of our
company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause
the price of our common stock or trading volume to decline.
13
A pandemic, epidemic, or outbreak of an infectious disease in the United States or elsewhere may adversely affect our
business and we are unable to predict the potential impact.
We are subject to risks related to public health crises such as the global pandemic associated with COVID-19. In December
2019, a novel strain of coronavirus, COVID-19, was first identified in Wuhan, China. The global spread of COVID-19 from
China resulted in the World Health Organization declaring the outbreak a “pandemic,” or a worldwide spread of a new disease,
in early 2020. This virus eventually spread world wide to most countries, and to all 50 states within the United States. In
response, most countries around the world imposed quarantines and restrictions on travel and mass gatherings in an effort to
contain the spread of the virus. Employers worldwide were also required to increase, as much as possible, the capacity and
arrangement for employees to work remotely. More recently, many of the restrictions and travel bans have been eased or lifted
completely as global society as a whole works to return to pre-pandemic business and personal practices. Although, to date,
these restrictions have not materially impacted our operations, the effect on our business, from the spread of COVID-19 and the
actions implemented by the governments of the United States and elsewhere across the globe, may, once again, worsen over
time and we are unable to predict the potential impact on our business.
Any outbreak of contagious diseases, or other adverse public health developments, could have a material and adverse effect
on our business operations. These could include disruptions or restrictions on our ability to travel, pursue partnerships and other
business transactions, receive shipments of biologic materials, as well as be impacted by the temporary closure of the facilities
of suppliers. The spread of an infectious disease, including COVID-19, may also result in the inability of our suppliers to
deliver supplies to us on a timely basis. In addition, health professionals may reduce staffing and reduce or postpone meetings
with clients in response to the spread of an infectious disease. Though we have not yet experienced such events, if they would
occur, they could result in a period of business disruption, and in reduced operations, any of which could materially affect our
business, financial condition and results of operations. However, as of the date of this Annual Report on Form 10-K, we have
not experienced a material adverse effect on our business nor the need for reduction in our work force; and, currently, we do not
expect any material impact on our long-term activity. The extent to which COVID-19 impacts our business will depend on
future developments which are highly uncertain and cannot be predicted, including, but not limited to, new information which
may emerge concerning the increased severity of the COVID-19 virus, the actions to contain COVID-19, or treat its impact.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company currently leases its office and laboratory facilities under non-cancelable operating leases. Rent expense for
operating leases is recognized on a straight-line basis over the lease term from the lease commencement date through the
scheduled expiration date. Rent expenses totaled $1,247,000 and $955,000 for the years ended April 30, 2021 and 2020,
respectively. The Company considers its facilities adequate for its current operational needs.
The Company leases the following facilities:
•
•
One University Plaza, Suite 307, Hackensack, New Jersey 07601, which, since November 2011, serves as the Company’s
corporate headquarters. The lease expires in November 2021. The Company recognized $91,000 and $94,000 of rental
costs relative to this lease for fiscal 2021 and 2020, respectively.
1330 Piccard Drive, Suite 025, Rockville, MD 20850, which consists of laboratory and office space where the Company
conducts operations related to its primary service offerings. The Company executed this lease (the "Original Premises") on
January 11, 2017. The operating commencement date was August 11, 2017. This lease originally expired in August 2028.
◦
◦
On March 30, 2020, the Company executed the first amendment to this lease to expand the existing premises at
1330 Piccard Drive, Suite 025 ("Expansion Premises") to add on Suites 050 and 104. This amendment also
extended the current lease term by six months. The Expansion Premises operating lease commencement date was
June 1, 2020 and, under the amendment, both leases expire February 28, 2029.
In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
842, "Leases", the Company evaluated the first amendment and also performed a reassessment of the existing
lease for Suite 025 to determine the impact of the six-month term extension. As a result of this assessment, the
Company recognized an additional operating right of use ("ROU") asset and related operating lease liability for
Suite 025 of $118,000 and $125,000, respectively, as well as an incremental net rent expense of $8,000 during the
14
◦
◦
◦
◦
three months ended July 31, 2020. The Company did not recognize the incremental rental expense under this
amendment during fiscal 2020 as the Expansion Premises lease commencement date was during fiscal 2021.
Upon the Expansion Premises operating lease commencement date (June 1, 2020), the Company recognized an
operating ROU asset and related operating lease liability for Suites 050 and 104 of $3.8 million, each,
respectively.
For the leases related to the Original and Expansion Premises at Piccard Drive, the Company recognized
$1,113,000 and $604,000 of rental expense for fiscal 2021 and 2020, respectively.
On December 22, 2020, the Company executed the second amendment to this lease to expand the existing
premises at 1330 Piccard Drive, Suites 025, 050, and 104 ("Additional Expansion Premises") to add on Suite 201.
The Additional Expansion Premises operating lease commencement date was April 1, 2021 and, under the second
amendment, reaffirms that all three leases expire February 28, 2029. The Company recognized $43,000 of rental
expense under this lease for fiscal 2021.
Upon the Additional Expansion Premises operating lease commencement date (April 1, 2021), the Company also
recognized an operating ROU asset and related operating lease liability for Suite 201 of $3.3 million, each,
respectively.
•
1405 Research Boulevard, Suite 125, Rockville, Maryland 20850 (“New Location”), which consisted of laboratory and
office space where the Company conducted operations related to its primary service offerings. The Company executed this
lease on November 1, 2018. The operating commencement date was January 17, 2019. This lease was set to expire in April
2024. The Company terminated this lease on June 30, 2020 and transitioned its activities from this location to the
Expansion Premises, as defined above, during the first quarter of fiscal 2021. Upon lease termination, the Company
recognized a decrease in the related operating ROU asset and operating lease liability of approximately $850,000 and
$926,000, respectively, as well as a gain on lease termination of $76,000. The Company also recognized
$43,000 and $257,000 of rental expense for fiscal 2021 and 2020, respectively.
Item 3. Legal Proceedings
None.
Item 4. Mine Safety Disclosures
None.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Principal Market or Markets
Our shares of common stock are currently quoted on the Nasdaq Capital Market under the symbol “CSBR.” Our common
stock commenced trading on the Nasdaq Capital Market on August 21, 2015. Prior to such date, our shares of common stock
were traded over-the-counter and quoted on the OTCQB Marketplace.
The table below sets forth the high and low bid prices of our common stock, as reported on Nasdaq for the periods shown:
Fiscal Year Ended April 30, 2021:
First quarter
Second quarter
Third quarter
Fourth quarter
High
Low
$
10.89 $
9.97
13.45
14.68
7.46
7.05
8.30
10.06
15
Fiscal Year Ended April 30, 2020:
First quarter
Second quarter
Third quarter
Fourth quarter
High
Low
$
10.44 $
7.41
8.80
8.49
6.40
5.01
4.98
4.02
Approximate Number of Holders of Common Stock
As of July 16, 2021 there were approximately 1,900 record holders of the Company’s common stock.
Dividends
Holders of our common stock are entitled to receive such dividends as may be declared by our Board of Directors. No
dividends have been declared or paid with respect to our common stock and no dividends are anticipated to be paid in the
foreseeable future. Any future decisions as to the payment of dividends will be at the discretion of our Board of Directors,
subject to applicable law.
Recent Sales by the Company of Unregistered Securities
None.
Repurchases of Securities
None.
Use of Proceeds
None.
Item 6. Selected Financial Data
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis together with our consolidated financial statements and the related
notes included elsewhere in this Annual Report. This discussion contains forward-looking statements that are based on our
current expectations, estimates, and projections about our business and operations. Our actual results may differ materially
from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors, including
those we discuss under Item 1A – “Risk Factors” and elsewhere in this Annual Report.
Overview and Recent Developments
We are a technology-enabled research organization engaged in creating transformative technology solutions to be utilized in
drug discovery and development. Our research center consists of a comprehensive set of computational and experimental
research platforms. Our pharmacology, biomarker, and data platforms are designed to facilitate drug discovery and
development at lower costs and increased speeds. We perform studies which we believe may predict the efficacy of
experimental oncology drugs or approved drugs as stand-alone therapies or in combination with other drugs and can stimulate
the results of human clinical trials. These studies include in vivo studies that rely on implanting multiple tumors from our
TumorBank in mice and testing the therapy of interest on these tumors. Studies may also include bioinformatics analysis that
reveal the differences in the genetic signatures of the tumors that responded to a therapy as compared to the tumors that did not
respond. Additionally, we provide computational or experimental support to identify novel therapeutic targets, select
appropriate patient populations for clinical evaluation, identify potential therapeutic combination strategies, and develop
16
biomarker hypothesis of sensitivity or resistance. These studies include the use of our in vivo, ex vivo, analytical and
computational platforms.
We are engaged in the development and sale of advanced technology solutions and products to personalize the development
and use of oncology drugs through our Translational Oncology Solutions ("TOS"). This technology ranges from
computational-based discovery platforms, unique oncology software solutions, and innovative and proprietary experimental
tools such as in vivo, ex vivo and biomarker platforms. Utilizing our TumorGraft Technology Platform ("The Platform"), a
comprehensive Bank of unique, well characterized models, we provide select services to pharmaceutical and biotechnology
companies seeking personalized approaches to drug development. By performing studies to predict the efficacy of oncology
drugs, our Platform facilitates drug discovery with lower costs and increased speed of drug development as well as increased
adoption of existing drugs.
As part of our growth strategy, we launched Lumin Bioinformatics ("Lumin"), a new oncology data-driven software program,
during fiscal 2021. Our Lumin software contains comprehensive information derived from our research services and clinical
studies. Lumin leverages Champions’ large Datacenter coupled with analytics and artificial intelligence to provide a robust tool
for computational cancer research. It is the combination of the Datacenter and the analytics that create a unique foundation for
Lumin. Insights developed using Lumin can provide the basis for biomarker hypotheses, reveal potential mechanisms of
therapeutic resistance, and guide the direction of additional preclinical evaluations.
Our drug discovery and development business leverages the computational and experimental capabilities within our
platforms. Our discovery strategy utilizes our rich and unique Datacenter, coupled with artificial intelligence and other
advanced computational analytics, to identify novel therapeutic targets. We then employ the use of our proprietary
experimental platforms to rapidly validate these targets for further drug development efforts.
We have a rich pipeline of targets at various stages of discovery and validation, with a select group that has progressed to
therapeutic development. Our commercial strategy for the validated targets and therapeutics established from this business is
wide-ranging and still being developed. It will depend on many factors, and will be specific for each target or therapeutic area
identified.
Results of Operations
The following table summarizes our operating results for the periods presented below (dollars in thousands):
For the Years Ended April 30,
% of
% of
Revenue
Revenue
2020
%
Change
2021
Oncology services revenue
$
41,040
100.0 % $
32,123
100.0 %
27.8 %
Costs and operating expenses:
Cost of oncology services
Research and development
Sales and marketing
General and administrative
Goodwill Impairment
21,446
7,196
5,520
6,512
—
52.3
17.5
13.5
15.9
—
17,000
5,853
4,242
6,614
335
52.9
18.2
13.2
20.6
1.0
26.2
22.9
30.1
(1.5)
100.0
Total costs and operating expenses
40,674
99.2
34,044
106.0
19.5
Income (loss) from operations
$
366
0.8 % $
(1,921)
(6.0) %
(119.1) %
Oncology Services Revenue
Oncology services revenue, which is primarily derived from research services, was $41.0 million and $32.1 million, for the
years ended April 30, 2021 and 2020 respectively, an increase of $8.9 million, or 27.8%. The increase in revenue is due to
17
increased sales, both in number and size of studies, and the expansion of both our platform and product lines. Additionally,
customers are seeking more complex study designs and end point analysis testing, leading to larger contracts, which contributed
to revenue growth.
Cost of Oncology Services
Cost of oncology services were $21.4 million and $17.0 million for the years ended April 30, 2021 and 2020, respectively, an
increase of $4.4 million or 26.2%. For the years ended April 30, 2021 and 2020, gross margins were 47.7% and 47.1%,
respectively. The expense increase was mostly a function of an increase in variable costs in conjunction with the growth in
revenue, study volume, and expansion into new services. The increase was primarily from the following expense categories,
compensation, lab supply, and outsourced lab service expenses. Gross margin varies based on timing differences between
expense and revenue recognition and was pressured by outsourced lab services, in addition to the increase in costs on growing
study volume ahead of revenue recognition.
Research and Development
Research and development expense was $7.2 million and $5.9 million for the years ended April 30, 2021 and 2020,
respectively, an increase of $1.3 million or 22.9%. The increase is mainly due to the investment in new service capabilities and
our discovery programs with the increase coming primarily from compensation and lab supply expenses. Additionally, we
incurred costs stemming from our investment in adding valuable data to our platform.
Sales and Marketing
Sales and marketing expense was $5.5 million and $4.2 million for the years ended April 30, 2021 and 2020, respectively, an
increase of $1.3 million or 30.1%. The increase is mainly due to compensation expense driven by the continued expansion of
our research services business development team and the addition of a SaaS business development team.
General and Administrative
General and administrative expense was $6.5 million and $6.6 million for the years ended April 30, 2021 and 2020,
respectively, a decrease of $102,000, or (1.5)%. General and administrative expenses were primarily comprised of
compensation, insurance, professional fees, IT, and depreciation and amortization expenses. In 2020, the CEO received a one
time remuneration for salary not taken in prior years, resulting in the general and administrative expenses decrease in 2021.
Excluding the one-time payment, general and administrative expenses increased $650,000 which was used to support the
overall infrastructure growth of the company.
Goodwill Impairment
We recognized an impairment on goodwill of zero and $335,000 for the years ended April 30, 2021 and 2020, respectively.
As a result of our annual evaluation of goodwill impairment for the year ended April 30, 2020, the Company determined that
the recording of the impairment charge was warranted. This charge was attributable to the expected decline in the Company's
POS business operations.
Other Income (Expense)
Other income was $71,000 and other expense was $42,000 for the years ended April 30, 2021 and 2020, respectively. Other
income for the year ended April 30, 2021 was primarily attributable to a $72,000 gain on operating lease termination. Other
expense in the prior year resulted from foreign currency transaction losses and fees offset by a gain on disposal of equipment.
Inflation
Inflation does not have a meaningful impact on the results of our operations.
Liquidity and Capital Resources
Our liquidity needs have typically arisen from the funding of our research and development programs and the launch of new
products, working capital requirements, and other strategic initiatives. In the past, we have met these cash requirements through
our cash on hand, working capital management, proceeds from certain private placements and public offerings of our securities
18
and sales of products and services. For the years ended April 30, 2021 and 2020, the Company had net income of approximately
$362,000 and a net loss of $2.1 million, respectively. As of April 30, 2021, the Company had an accumulated deficit of
approximately $72.5 million, working capital of $1.4 million and cash of $4.7 million. We believe that our cash on hand,
together with future improved cash flows from operations, are adequate to fund operations through at least August 2022. Should
the Company be required to raise additional capital, there can be no assurance that management would be successful in raising
such capital on terms acceptable to us, if at all.
Cash Flows
The following discussion relates to the major components of our cash flows:
Cash Flows from Operating Activities
Net cash (used in) provided by operating activities was ($1.7) million and $2.9 million for the years ended April 30, 2021 and
2020, respectively. The decrease in cash provided of ($4.6) million relates primarily to an increase in our accounts receivable
and prepaid expenses and a decrease in our accounts payable despite the increase in total expenses. The changes in these
working capital accounts were in the course of ordinary business operating activities.
Cash Flows from Investing Activities
Net cash used in investing activities was $3.2 million and $2.2 million for the years ended April 30, 2021 and 2020,
respectively. The increase in cash used was for the investment in additional lab equipment and software development.
Cash Flows from Financing Activities
Net cash provided by financing activities was $1.2 million and $4.4 million for the years ended April 30, 2021 and 2020,
respectively. Cash flows provided by financing activities was due to exercises of stock options and decreased from the prior
year due to lower volume of exercises of options and warrants.
Critical Accounting Policies
The following discussion of critical accounting policies identifies the accounting policies that require application of
management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect
of matters that are inherently uncertain and may change in subsequent periods. It is not intended to be a comprehensive list of
all of our significant accounting policies, which are more fully described in Note 2 of the notes to the consolidated financial
statements included in this document. In many cases, the accounting treatment of a particular transaction is specifically dictated
by generally accepted accounting principles, with no need for management’s judgment in their application. There are also areas
in which the selection of an available alternative policy would not produce a materially different result.
General
Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States or
GAAP. The preparation of the consolidated financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. Significant
estimates of the Company include, among other things, accounts receivable realization, revenue recognition (replacement of
licensed tumors), valuation allowance for deferred tax assets, valuation of goodwill, and stock-based compensation and warrant
assumptions. We base our estimates on historical experience, our observance of trends in particular areas and information or
valuations and various other assumptions that we believe to be reasonable under the circumstances and which form the basis for
making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Actual
amounts could differ significantly from amounts previously estimated.
Revenue Recognition
The Company accounts for revenue under the Financial Accounting Standards Board's (FASB) Accounting Standards
Codification (ASC) 606, Revenue from Contracts with Customers In accordance with ASC 606, revenue is now recognized
when, or as, a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to
which the Company expects to be entitled to receive in exchange for these services.
19
A performance obligation is a promise (or a combination of promises) in a contract to transfer distinct goods or services to
a customer and is the unit of accounting under ASC 606 for the purposes of revenue recognition. A contract's transaction price
is allocated to each separate performance obligation based upon the standalone selling price and is recognized as revenue,
when, or as, the performance obligation is satisfied. The majority of the Company's contracts have a single performance
obligation because the promise to transfer individual services is not separately identifiable from other promises in the contracts,
and therefore, is not distinct.
The majority of the Company's revenue arrangements are service contracts that are completed within a year or less. There
are a few contracts that range in duration between 1 and 3 years. Substantially all of the Company's performance obligations,
and associated revenue, are transferred to the customer over time. Most of the Company's contracts can be terminated by the
customer without cause. In the event of termination, the Company's contracts provide that the customer pay the Company for
services rendered through the termination date. The Company generally receives compensation based on a predetermined
invoicing schedule relating to specific milestones for that contract. In addition, in certain instances a customer contract may
include forms of variable consideration such as performance increases or other provisions that can increase or decrease the
transaction price. This variable consideration is generally awarded upon achievement of certain performance metrics. For the
purposes of revenue recognition, variable consideration is assessed on a contract-by-contract basis and the amount to be
recorded is estimated based on the assessment of the Company's anticipated performance and consideration of all information
that is reasonably available. Variable consideration is recognized as revenue if and when it is deemed probable that a significant
reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable
consideration is resolved in the future.
Amendments to contracts are common. The Company evaluates each amendment which meets the criteria of a contract
modification under ASC 606. Each modification is further evaluated to determine whether the contract modification should be
accounted for as a separate contract or as a continuation of the original agreement.
The Company accounts for amendments as a separate contract when they meet the criteria under ASC 606-10-25-12.
20
Stock-Based Payments
We typically recognize expense for stock-based payments based on the fair value of awards on the date of grant. We use the
Black-Scholes option pricing model to estimate fair value. The option pricing model requires us to estimate certain key
assumptions such as expected life, volatility, risk free interest rates, and dividend yield to determine the fair value of stock-
based awards. These assumptions are based on historical information and management judgment. We expense stock-based
payments over the period that the awards are expected to vest. In the event of forfeitures, compensation expense is
adjusted. We report cash flows resulting from tax deductions in excess of the compensation cost recognized from those options
(excess tax benefits) as financing cash flows when the cash tax benefit is received.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets
acquired in a business combination. The Company evaluates the carrying value of goodwill annually in connection with the
annual budgeting and forecast process and also between annual evaluations if events occur or circumstances change that would
more likely than not reduce the fair value of the reporting unit to which goodwill was allocated to below its carrying amount.
Such circumstances could include, but are not limited to: (1) a significant adverse change in legal factors, market conditions, or
in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating
goodwill for impairment, we may first perform an assessment qualitatively whether it is more likely than not that a reporting
unit’s carrying amount exceeds its fair value, referred to as a “step zero” approach. Subsequently (if necessary after step zero),
an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying value.
Under FASB's ASU 2014-02, Topic 350, "Intangibles—Goodwill and Other" goodwill impairment is measured as the excess of
the carrying amount of the reporting unit over its fair value.
The impairment evaluation test involves comparing the current fair value of each business unit to its carrying value, including
goodwill. Fair value is typically estimated using a discounted cash flow analysis, which requires the Company to estimate the
future cash flows anticipated to be generated by the business unit being tested for impairment as well as to select a risk-adjusted
discount rate to measure the present value of the anticipated cash flows. When determining future cash flow estimates, the
Company considers historical results adjusted to reflect current and anticipated operating conditions. The Company estimates
cash flows for the business unit over a discrete period (typically four or five years) and the terminal period (considering
expected long term growth rates and trends). Estimating future cash flows requires significant judgment by management in such
areas as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures. The use
of different assumptions or estimates for future cash flows or significant changes in risk-adjusted discount rates due to changes
in market conditions could produce substantially different estimates of the fair value of the business unit.
We have one reportable segment. The Company assesses goodwill impairment by business unit. Judgments regarding the
existence of impairment indicators are based on legal factors, market conditions and operational performance of the
businesses. Future events, including but not limited to continued declines in economic activity, loss of contracts or a significant
number of customers, or a rapid increase in costs or capital expenditures, could cause us to conclude that impairment indicators
exist and that goodwill is impaired. For the year ended April 30, 2021, the Company's annual assessment did not result in any
impairment indicators. The Company recognized goodwill impairment for the years ended April 30, 2021 and 2020 of $0 and
$335,000, respectively. As of April 30, 2021 and 2020, goodwill was $335,000.
Accounting for Income Taxes
We use the asset and liability method to account for income taxes. Significant management judgment is required in
determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against net
deferred tax assets. In preparing the consolidated financial statements, we are required to estimate income taxes in each of the
jurisdictions in which we operate. This process involves estimating the actual current tax liability together with assessing
temporary differences resulting from differing treatment of items, such as deferred revenue, depreciation on property, plant and
equipment, goodwill and losses for tax and accounting purposes. These differences result in deferred tax assets, which include
tax loss carry-forwards, and liabilities, which are included within the consolidated balance sheet. We then assess the likelihood
that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is
insufficient operating history, a valuation allowance is established. To the extent a valuation allowance is established or
increased in a period, we include an expense within the tax provision of the consolidated statements of operations. As
of April 30, 2021 and 2020, we have established a full valuation allowance for all deferred tax assets.
21
As of April 30, 2021 and 2020, we recognized a liability for uncertain tax positions on the balance sheet relative to foreign
operations in the amount of $181,000 and $178,000, respectively. We do not anticipate any significant unrecognized tax
benefits will be recorded during the next 12 months. Any interest or penalties related to unrecognized tax benefits is recognized
in income tax expense. The Company has accrued $3,000 for penalties and interest during the year ended April 30, 2021.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740) — Simplifying the Accounting for Income
Taxes. ASU 2019-12 which modifies ASC 740 to simplify the accounting for income taxes. The ASU removes certain
exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in
interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax
goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for annual periods, including
interim periods within those annual periods, beginning after December 15, 2020. We are currently assessing the potential
impact of this ASU on our consolidated financial statements and do not expect a material impact on our consolidated financial
statements.
Accounting Pronouncements Being Evaluated
In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses". This update requires
immediate recognition of management’s estimates of current expected credit losses ("CECL"). Under the prior model, losses
were recognized only as they were incurred. The new model is applicable to all financial instruments that are not accounted for
at fair value through net income. The standard is effective for fiscal years beginning after December 15, 2022 for public entities
qualifying as smaller reporting companies. Early adoption is permitted. We are currently assessing the impact of this update on
our consolidated financial statements and have not yet determined the impact on our consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740) — Simplifying the Accounting for
Income Taxes. ASU 2019-12 which modifies ASC 740 to simplify the accounting for income taxes. The ASU removes certain
exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in
interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax
goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for annual periods, including
interim periods within those annual periods, beginning after December 15, 2020. We are currently assessing the potential
impact of this ASU on our consolidated financial statements and do not expect a material impact on our consolidated financial
statements.
Recently Adopted Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02, "Leases", (Topic 842), which required the Company to
recognize lease assets and lease liabilities (related to leases previously classified as operating under previous U.S. GAAP) on its
consolidated balance sheet for all leases in excess of one year in duration. The ASU was effective for the Company on May 1,
2019. The Company elected to adopt ASU 2016-02 using the modified retrospective method and, therefore, have not recast
comparative periods presented in its unaudited consolidated financial statements. As permitted under ASU 2016-02, the
Company elected to account for the non-lease components together with the lease components as a single lease component. The
Company recorded an operating lease right-of-use ("ROU") asset of $3.2 million, net of deferred rent of $900,000 and an
operating lease liability of $4.1 million as of May 1, 2019. Refer to "Note 12. Leases" for additional information.
In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other” (Topic 350): Simplifying the
Test for Goodwill Impairment (ASU 2017-04). This new standard simplifies how an entity is required to test goodwill for
impairment by eliminating a step from the goodwill impairment test. ASU 2017-04 allows for prospective application and is
effective for fiscal years beginning after December 15, 2019, and interim periods therein with early adoption permitted for
interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company adopted this
guidance on May 1, 2019 and it did not have an impact on its consolidated financial statements.
In June 2018, the FASB issued ASU 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to
Nonemployee Share-Based Payment Accounting". This ASU expands the scope of Topic 718, Compensation—Stock
Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to
nonemployees for goods or services. Under the new guidance, the existing employee guidance will apply to nonemployee
share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific
guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the
grantor had paid cash for the goods or services. The new accounting guidance was effective for the Company on May 1, 2019.
The Company early adopted ASU 2018-07 beginning with its financial reporting for the quarter ended January 31, 2019. The
adoption did not have a material impact on the Company's consolidated financial statements.
22
In August 2018, the FASB issued ASU 2018-15, which amends ASC 350-40, Intangibles—Goodwill and Other—Internal-
Use Software, to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement
("CCA") that is a service contract. This update aligns the accounting for costs incurred to implement a CCA that is a service
arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The update
is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those
fiscal years. The Company adopted this guidance on May 1, 2020 and it's impact was captured within its current year
consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (ASC 820) — Disclosure Framework-
Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 removes certain disclosures, modifies
certain disclosures and adds additional disclosures. ASU 2018-13 is effective for annual periods, including interim periods
within those annual periods, beginning after December 15, 2019. The Company adopted this guidance on May 1, 2020 and it
did not have an impact on its consolidated financial statements.
Off-Balance Sheet Financing
We have no off-balance sheet debt or similar obligations. We have no transactions or obligations with related parties that are
not disclosed, consolidated into or reflected in our reported results of operations or financial position. We do not guarantee any
third-party debt.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements required pursuant to this item are included in Item 15 of this annual report and are
presented beginning on page F-1
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
The Company’s management, under the supervision and with the participation of our Chief Executive Officer and
Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e)
and Rule 15d-15(e) of the Exchange Act, as amended (the “Exchange Act”) as of April 30, 2021. In designing and evaluating
our disclosure controls and procedures. Management recognizes that any controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is
required to apply its judgment in evaluating the relationship between the benefit of desired controls and procedures and the cost
of implementing new controls and procedures. Based upon this evaluation, the Company’s management, including our Chief
Executive Officer and Chief Financial Officer concluded that, as of April 30, 2021, due to the material weakness in our internal
control over financial reporting described below, our disclosure controls and procedures were not effective.
Notwithstanding such material weakness in internal control over financial reporting, our management concluded that
our consolidated financial statements in this Annual Report on Form 10-K present fairly, in all material respects, the
Company’s financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity
with U.S. generally accepted accounting principles (“U.S. GAAP”).
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a
23
process designed by, or under the supervision of Company management, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.
GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in
accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of Company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the
consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will
not be prevented or detected on a timely basis.
Management has assessed the effectiveness of our internal control over financial reporting as of April 30, 2021, based
on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on our assessment of those criteria, we identified the following deficiencies in our
internal control described below.
Our risk assessment procedures over certain of our contractual arrangements requiring the payment of royalties for the
licensing of technology from third-parties did not adequately identify the risks and consider the Company’s obligations based
on the recognition of oncology services revenue. As a result, the Company had missing process level controls over the review
of royalty arrangements and the timely determination and recognition of related liabilities.
Although no material misstatements were identified in our consolidated financial statements, these control deficiencies
resulted in immaterial misstatements to our previously issued consolidated financial statements which have been corrected in
the consolidated financial statements included in the Form 10-K for our fiscal year ended April 30, 2021.
However, the control deficiencies create a reasonable possibility that a material misstatement in the Company’s consolidated
financial statements will not be prevented or detected on a timely basis and we concluded that our internal control over financial
reporting as of April 30, 2021, was not effective due to a material weakness in internal control.
Remediation Plan
The Company’s management had begun to design and implement certain measures to address the above-described material
weakness and enhance the Company’s internal control in order to remediate this material weakness. As part of our remediation
measures, the Company will implement plans to enhance the Company’s process and controls including ensuring adequate
identification and review of royalty agreement terms and obligations.
Changes in Internal Controls
Other than the material weakness identified above, there were no other changes in the Company’s internal controls over
financial reporting during the quarter ended April 30, 2021, that materially affected, or were reasonably likely to materially
affect the Company’s internal control over financial reporting.
Item 9B. Other Information
None.
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information required by this item will be contained in our 2021 Proxy Statement and such information is incorporated
herein by this reference.
24
25
Item 11. Executive Compensation
The information required by this item will be contained in our 2021 Proxy Statement and such information is incorporated
herein by this reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be contained in our 2021 Proxy Statement and such information is incorporated
herein by this reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be contained in our 2021 Proxy Statement and such information is incorporated
herein by this reference.
Item 14. Principal Accounting Fees and Services
The information required by this item will be contained in our 2021 Proxy Statement and such information is incorporated
herein by this reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)1. Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statement of Changes in Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(a)2. Financial Statement Schedules
All schedules have been omitted because they are not applicable.
(a)3. Exhibits required to be filed by Item 601 of Regulation S-K.
F-2
F-3
F-4
F-5
F-6
F-7
Exhibit No.
3.1
3.1.1
3.2
4.1
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)
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)
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)
Description of Registered Securities (incorporated by reference to Exhibit 4.1 to the Company’s
Annual Report on Form 10-K filed July 28, 2020)
(incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed July 28,
2020)
26
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
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)
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)
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)
2010 Equity Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive
Information Statement on Schedule 14C filed March 7, 2011)
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)
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)
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)
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)
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)
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)
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)
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)
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)
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)
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)
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)
27
10.17
10.18
10.19
10.20
10.21
14
21
23.1
31.1
31.2
32.1
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)
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)
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)
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)
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)
Code of Ethics (incorporated by reference to Exhibit 14 of the April 30, 2008 Form 10-KSB)
List of Subsidiaries (incorporated by reference to Exhibit 21 of the Company's Form 10-K filed July
28, 2017)
Consent of Independent Registered Public Accounting Firm*
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
Section 1350 Certifications**
101.INS*
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
XBRL Instance Document.
XBRL Taxonomy Extension Schema Document.
XBRL Taxonomy Extension Calculation Linkbase Document.
XBRL Taxonomy Extension Definition Linkbase Document.
XBRL Taxonomy Extension Label Linkbase Document.
XBRL Taxonomy Extension Presentation Linkbase Document.
___________________________
* Filed herewith
** Furnished hereto.
Item 16. Form 10-K Summary
Not Required.
28
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SIGNATURES
July 26, 2021
CHAMPIONS ONCOLOGY, INC.
/s/ RONNIE MORRIS
Ronnie Morris
Chief Executive Officer
(principal executive officer)
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Date
July 26, 2021
July 26, 2021
July 26, 2021
July 26, 2021
July 26, 2021
July 26, 2021
July 26, 2021
July 26, 2021
Signature
Title
/s/ RONNIE MORRIS
Ronnie Morris
Chief Executive Officer and Director
(principal executive officer)
/s/ DAVID MILLER
David Miller
Chief Financial Officer
(principal financial and accounting officer)
/s/ JOEL ACKERMAN
Joel Ackerman
Director,
Chairman of the Board of Directors
/s/ DAVID SIDRANSKY
David Sidransky
/s/ ROBERT BRAININ
Robert Brainin
/s/ SCOTT R. TOBIN
Scott R. Tobin
/s/ DANIEL MENDELSON
Daniel Mendelson
/s/ PHILIP BREITFELD
Philip Breitfeld
Director
Director
Director
Director
Director
29
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Changes in Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
F-2
F-4
F-4
F-6
F-7
F-8
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Champions Oncology, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Champions Oncology, Inc. and Subsidiaries (the
“Company") as of April 30, 2021 and 2020, and the related consolidated statements of operations, stockholders’ equity, and
cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our
opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of
April 30, 2021 and 2020, and the consolidated results of their operations and their cash flows for each of the years then ended,
in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due
to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting
but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole,
and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on
the accounts or disclosures to which it relates.
Revenue Recognition
As described further in Note 2 to the consolidated financial statements, revenues are primarily derived from contracts with
customers to provide pharmacology services with payments based on fixed fee arrangements. The Company recognizes revenue
over time using a progress-based input method that depicts the transfer of control over the life of the performance obligation.
Revenue is recognized for the single performance obligation over time due to the Company's right to payment for work
performed to date and the performance does not create an asset with an alternative use. Customer payments may be made in
advance or on a schedule in the statement of work (“SOW”) unrelated to when revenue is recognized resulting in deferred
revenue. The determination of the progress as the overall performance obligation is being completed is based on the worked
performed in accordance with the SOW and requires management estimates. Pharmacology services revenues for the year
ended April 30, 2021 were approximately $39.5 million.
We identified the accounting for revenue and the related deferred revenue recognized over time as a critical audit matter due to
the complexity and subjectivity of management’s estimate of the progress towards completion of its projects. This in turn led to
a high degree of auditor judgement and subjectivity and significant audit effort was required in performing procedures to
evaluate management’s determination of the project completion progress, related costs incurred and deferred revenue.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the financial statements. We obtained an understanding and evaluated the design of controls relating to the
Company's revenue recognition and deferred revenue. Our audit procedures related to the recognition of revenue over time and
deferred revenue included the following procedures, among others, (i) testing the Company’s estimates of project progress by
evaluating the appropriate SOW and customer acceptance documentation, (ii) testing the significant assumptions used to
develop the estimates of project progress pursuant to the SOW and (iii) testing completeness and accuracy of the underlying
data.
/s/ EisnerAmper LLP
We have served as the Company’s auditor since 2015.
EISNERAMPER LLP
Iselin, New Jersey
July 26, 2021
CHAMPIONS ONCOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
AS OF APRIL 30
(In Thousands except for shares)
ASSETS
Current assets:
Cash
Accounts receivable, net
Prepaid expenses and other current assets
Total current assets
Operating lease right-of-use assets, net
Property and equipment, net
Other long term assets
Goodwill
2021
2020
$
4,687 $
6,986
957
8,342
4,770
385
12,630
13,497
8,521
6,090
15
335
2,798
3,993
128
335
Total assets
$
27,591 $
20,751
LIABILITIES
AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
Accrued liabilities
Current portion of operating lease liabilities
Current portion of finance lease
Deferred revenue
Total current liabilities
Non-current portion operating lease liabilities
Other non-current liabilities
Total liabilities
Stockholders' equity:
Common stock, $.001 par value; 200,000,000 shares authorized; 13,414,066 and 12,726,728
shares issued and outstanding at April 30, 2021 and 2020, respectively
Additional paid-in capital
Accumulated deficit
Total stockholders' equity
$
$
1,894 $
2,231
818 $
—
6,256
3,140
2,721
503
125
5,815
11,199
12,304
8,783
181
3,170
178
$
20,163 $
15,652
13
79,945
13
77,978
(72,530)
(72,892)
7,428
5,099
Total liabilities and stockholders' equity
$
27,591
20,751
The accompanying notes are an integral part of these Consolidated Financial Statements.
CHAMPIONS ONCOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Share and Per Share Amounts)
Oncology services revenue
Costs and operating expenses:
Cost of oncology services
Research and development
Sales and marketing
General and administrative
Goodwill Impairment
Total costs and operating expenses
Income (loss) from operations
Other expense:
Other income (expense)
Income (loss) before income tax expense
Provision for income tax
Net income (loss)
Net income (loss) per common share outstanding
basic
and diluted
Weighted average common shares outstanding
basic
and diluted
Year Ended April 30,
2020
2021
$
41,040 $
32,123
21,446
7,196
5,520
6,512
—
17,000
5,853
4,242
6,614
335
40,674
34,044
366
(1,921)
71
437
75
(42)
(1,963)
130
362 $
(2,093)
0.03 $
0.02 $
(0.18)
(0.18)
$
$
$
13,138,995
14,573,561
11,843,463
11,843,463
The accompanying notes are an integral part of these Consolidated Financial Statements.
CHAMPIONS ONCOLOGY, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(In Thousands except for shares)
Common Stock
Treasury Stock
Shares
Amount
Shares
Amount
Additional
Paid-in
Capital
Accumulated
Deficit
Total
Stockholders'
Equity
Balance, April 30, 2019, as reported
Impact of immaterial error correction
Balance, April 30, 2019, as restated
Stock-based compensation expense
11,619,538 $
—
11,619,538 $
—
Issuance of common stock on exercise of stock options and warrants
1,107,190
Net loss
Balance, April 30, 2020
Stock-based compensation expense
Issuance of common stock on exercise of stock options
Net income
—
12,726,728 $
—
687,338
—
Balance, April 30, 2021
13,414,066 $
12
—
12
—
1
—
13
—
—
—
13
—
—
—
—
$
$
72,924 $
(70,698) $
—
(101) $
72,924 $
(70,799) $
—
—
—
600
4,454
—
—
—
(2,093)
(2,093)
2,238
(101)
2,137
600
4,455
— $
— $
77,978 $
(72,892) $
—
—
—
—
—
—
598
1,369
—
—
—
362
5,099
598
1,369
362
— $
— $
79,945 $
(72,530) $
7,428
The accompanying notes are an integral part of these Consolidated Financial Statements.
CHAMPIONS ONCOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
Operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating
activities:
Stock-based compensation expense
Depreciation and amortization expense
Gain on disposal of equipment
Operating lease right-of-use assets
Goodwill impairment
Gain on termination of operating lease
Allowance for doubtful accounts
Changes in operating assets and liabilities:
Accounts receivable
Prepaid expenses and other current assets
Accounts payable
Accrued liabilities
Operating lease liabilities
Other non-current liability
Deferred revenue
Year Ended April 30,
2020
2021
$
362 $
(2,093)
598
1,184
—
398
—
(75)
49
(2,265)
(572)
(1,246)
(316)
(242)
3
441
600
825
(52)
403
335
—
277
(670)
(77)
333
1,440
(235)
27
1,792
Net cash (used in) provided by operating activities
(1,681)
2,905
Investing activities:
Purchase of property and equipment
Refund of security deposit
Net cash used in investing activities
Financing activities:
Proceeds from exercise of options and warrants
Finance lease payments
Net cash provided by financing activities
Increase (decrease) in cash
Cash, beginning of year
Cash, end of year
Non-cash investing and financing activities:
Purchased equipment under finance lease
Right-of-use assets obtained in exchange for operating lease liabilities
Credit received on purchase of equipment
(3,281)
112
(2,220)
—
(3,169)
(2,220)
1,369
(174)
4,455
(35)
1,195
4,420
(3,655)
8,342
5,105
3,237
$
4,687 $
8,342
—
6,121
—
212
3,201
160
The accompanying notes are an integral part of these Consolidated Financial Statements.
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization and Basis of Presentation
Background
Champions Oncology, Inc. (the “Company”), is engaged in transforming drug discovery and development through data-
driven research strategies and innovative pharmacology, biomarker and data platforms. The Company’s TumorGraft
Technology Platform is a novel approach to personalizing cancer care based upon the implantation of human tumors in
immune-deficient mice. The Company provides a technology platform to pharmaceutical and biotechnology companies using
proprietary TumorGraft studies, which the Company believes may be predictive of how drugs may perform in clinical settings.
Utilizing the TumorGraft Technology Platform (the "Platform"), a comprehensive Bank of unique, well characterized "Patient
Derived XenoGrafts" (PDX) models, the Company offers multiple services to pharmaceutical and biotechnology companies
seeking personalized approaches to drug development. By performing studies to predict the efficacy of oncology drugs, our
Platform facilitates drug discovery with lower costs and increased speed of drug development as well as increased adoption of
existing drugs.
The Company has two operating subsidiaries: Champions Oncology (Israel), Limited and Champions Biotechnology U.K.,
Limited. For the years ended April 30, 2021 and 2020, there were no revenues earned by these subsidiaries.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America (“GAAP”). The Company operates in one reportable business segment.
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material
intercompany balances and transactions have been eliminated in consolidation.
Foreign Currency
The Company’s foreign subsidiaries functional currency is the U.S. dollar. Transaction gains and losses are recognized in
earnings. The Company is subject to foreign exchange rate fluctuations in connection with the Company’s international
operations.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the
date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Significant estimates include, among other things, accounts receivable realization, revenue recognition, valuation allowance for
deferred tax assets, valuation of goodwill, recoverability of capitalized software development costs, and stock-based
compensation and warrant assumptions. We base our estimates on historical experience, our observance of trends in particular
areas and information or valuations and various other assumptions that we believe to be reasonable under the circumstances and
which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent
from other sources. Actual amounts could differ significantly from amounts previously estimated.
Correction of Immaterial Errors
During the preparation of its annual consolidated financial statements as of and for the year ended April 30, 2021,
management determined that an adjustment was needed to correct its previously issued consolidated financial statements due to
an immaterial accounting error. Specifically, the Company did not accrue for its obligation to remit royalty payments based on
oncology service revenue earned in prior periods to third-parties pursuant to contractual arrangements.
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As a result, the accompanying consolidated financial statements and the related Note 7 - Commitments and
Contingencies, have been revised to correct the immaterial accounting error for the affected periods. Correction of this
immaterial error resulted in an increase in accrued liabilities of approximately $101,000 with a corresponding reduction in
retained earnings as of May 1, 2019, to adjust for the cumulative impact of the error as of the beginning of the earliest period
presented in the accompanying consolidated financial statements.
The correction of this immaterial error also required an adjustment to the consolidated financial statements for fiscal
year 2020, resulting in an increase in cost of sales and net loss and an increase in accrued liabilities and reduction in retained
earnings of approximately $118,000. Management initially recorded the effect of this immaterial error of approximately
$219,000 in the unaudited consolidated financial statements as of and for the three and nine month periods ended January 31,
2021. Subsequently, management determined that the correction of the immaterial error should have been reflected in the
periods in which the error originated, following the approach described above.
Accordingly, the following tables summarize the effects of the immaterial error correction to the Company's
consolidated financial statements as of and for the year ended April 30, 2020, and the unaudited consolidated financial
statements as of and for the three and nine month periods ended January 31, 2021.
(in thousands):
Consolidated Balance Sheet
Accrued liabilities
Total current liabilities
Total liabilities
April 30, 2020
As
Previously
Reported
Impact of
adjustment
As
Revised
$
2,502 $
$ 12,085 $
$ 15,433 $
219
219
219
$
2,721
$ 12,304
$ 15,652
Accumulated deficit
Total stockholders' equity
$ (72,673) $
5,318 $
$
(219) $ (72,892)
5,099
(219) $
Consolidated Income Statement
Cost of oncology services
Total costs and operating expenses
Loss from operations
Net loss
Basic and diluted EPS
For the year ended
April 30, 2020
As
Previously
Reported
Impact of
Adjustment Revised as
$ 16,882 $
$ 33,926 $
(1,803) $
$
118 $
118 $
(118) $
17,000
34,044
(1,921)
$
$
(1,975) $
(118) $
(2,093)
(0.17) $
(0.01) $
(0.18)
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
January 31, 2021
3 Months Ended
(unaudited)
9 Months Ended
(unaudited)
As
Reported
Impact of
Adjustment
As
Revised
As
Reported
Impact of
Adjustment
As
Revised
$
4,842 $
$ 10,049 $
763 $
$
740 $
$
0.06 $
$
0.05 $
$
(219) $
(219) $
219 $
219 $
0.01 $
0.02 $
4,623 $ 15,822 $
9,830 $ 29,681 $
795 $
816 $
0.06 $
0.06 $
982 $
959 $
0.07 $
0.07 $
(219) $ 15,603
(219) $ 29,462
1,014
219 $
1,035
219 $
0.08
0.02 $
0.07
0.01 $
$
2,426 $
$ 11,414 $
$ 17,393 $
(219) $
2,426 $
2,207 $
(219) $ 11,195 $ 11,414 $
(219) $ 17,174 $ 17,393 $
(219) $
2,207
(219) $ 11,195
(219) $ 17,174
Consolidated Income Statement
Cost of oncology services
Total costs and operating expenses
Income from operations
Net income
Basic EPS
Diluted EPS
Consolidated Balance Sheet
Accrued liabilities
Total current liabilities
Total liabilities
Accumulated deficit
Total stockholders' equity
$ (71,857) $
7,867 $
$
219 $ (71,638) $ (71,857) $
7,867 $
8,086 $
219 $
219 $ (71,638)
8,086
219 $
Cash and Cash Equivalents
The Company considers only those investments which are highly liquid, readily convertible to cash, and with original
maturities of three months or less to be cash equivalents. As of April 30, 2021 and 2020 the Company had cash balances of
$4.7 million and $8.3 million, respectively, and no cash equivalents.
Liquidity
Our liquidity needs have typically arisen from the funding of our research and development programs and the launch of new
products, working capital requirements, and other strategic initiatives. In the past, we have met these cash requirements through
our cash on hand, working capital management, proceeds from certain private placements and public offerings of our securities,
and sales of products and services. For the year ended April 30, 2021, the Company had net income of approximately
$362,000, an accumulated deficit of approximately $72.5 million, working capital of $1.4 million and cash of $4.7 million. We
believe that our cash on hand, together with future improved cash flows from operations, are adequate to fund operations
through at least August 2022. Should the Company be required to raise additional capital, there can be no assurance that
management would be successful in raising such capital on terms acceptable to us, if at all.
Fair Value
The carrying value of cash, accounts receivable, prepaid expenses, deposits and other receivables, accounts payable, and
accrued liabilities approximate their fair value based on the liquidity or the short-term maturities of these instruments. The fair
value hierarchy promulgated by GAAP consists of three levels:
•
•
•
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.
Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company
evaluates its hierarchy disclosures each quarter. The Company has no assets or liabilities that are measured at fair value on a
recurring and/or non-recurring during the years ended April 30, 2021 and 2020.
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Property and Equipment
Property and equipment is recorded at cost and primarily consists of laboratory equipment, furniture and fixtures, computer
hardware and software, and internally developed software. Assets in progress include equipment or software not yet placed in
service. Depreciation and amortization is calculated on a straight-line basis over the estimated useful lives of the various assets
ranging from three to nine years. Refer to Footnote 4, "Property and Equipment" for a detailed discussion.
Leases
The Company accounts for its leases under Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") Topic 842, Leases ("ASC 842"). Under this guidance, arrangements meeting the definition of a lease are
classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right-of-use asset
("ROU") and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease
or the Company’s incremental borrowing rate. As the Company's leases do not provide an implicit rate, the Company uses an
incremental borrowing rate based on the information available at commencement date in determining the present value of lease
payments. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is
amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset
result in straight-line rent expense over the lease term.
Impairment of Long-Lived Assets
Impairment losses are to be recognized when the carrying amount of a long-lived asset is not recoverable or exceeds its fair
value. The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that a
carrying value may not be recoverable. The Company uses estimates of future cash flows over the remaining useful life of a
long- lived asset or asset group to determine the recoverability of the asset. These estimates only include the net cash flows
directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the asset or asset
group. The Company has not recognized any impairment losses for the Company’s long-lived assets for the years ending
April 30, 2021 and 2020.
Other long term assets
Other long term assets represents amounts relating to lease deposits for our Hackensack, New Jersey and Rockville,
Maryland locations.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets
acquired in a business combination. The Company evaluates the carrying value of goodwill annually in connection with the
annual budgeting and forecast process and also between annual evaluations if events occur or circumstances change that would
more likely than not reduce the fair value of the reporting unit to which goodwill was allocated to below its carrying amount.
Such circumstances could include, but are not limited to: (1) a significant adverse change in legal factors, market conditions, or
in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating
goodwill for impairment, we may first perform an assessment qualitatively whether it is more likely than not that a reporting
unit’s carrying amount exceeds its fair value, referred to as a “step zero” approach. Subsequently (if necessary after step zero),
an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying value.
Under FASB's Accounting Standards Update ("ASU") 2014-02, Topic 350, "Intangibles—Goodwill and Other" goodwill
impairment is measured as the excess of the carrying amount of the reporting unit over its fair value.
The impairment evaluation test involves comparing the current fair value of each business unit to its carrying value, including
goodwill. Fair value is typically estimated using a discounted cash flow analysis, which requires the Company to estimate the
future cash flows anticipated to be generated by the business unit being tested for impairment as well as to select a risk-adjusted
discount rate to measure the present value of the anticipated cash flows. When determining future cash flow estimates, the
Company considers historical results adjusted to reflect current and anticipated operating conditions. The Company estimates
cash flows for the business unit over a discrete period (typically four or five years) and the terminal period (considering
expected long term growth rates and trends). Estimating future cash flows requires significant judgment by management in such
areas as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures. The use
of different assumptions or estimates for future cash flows or significant changes in risk-adjusted discount rates due to changes
in market conditions could produce substantially different estimates of the fair value of the business unit.
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company has one reportable segment. The Company assesses goodwill impairment by business unit. Judgments
regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance of
the businesses. Future events, including but not limited to continued declines in economic activity, loss of contracts or a
significant number of customers, or a rapid increase in costs or capital expenditures, could cause us to conclude that impairment
indicators exist and that goodwill is impaired. For the year ended April 30, 2021, the Company's annual assessment did not
result in any impairment indicators. The Company recognized goodwill impairment for the years ended April 30, 2021 and
2020 of $0 and $335,000, respectively. As of April 30, 2021 and 2020, goodwill was $335,000.
Deferred Revenue
Deferred revenue represents payments received in advance for products to be delivered. When products are delivered,
deferred revenue is then recognized as earned.
Other Non-Current Liabilities
Other non-current liabilities represent amounts for uncertain tax positions relating to one of our foreign entities.
Cost of Oncology Services
Cost of oncology services relates primarily to our TOS business unit. TOS costs consist of direct costs related to laboratory
supplies, mice purchases, and maintenance costs for studies completed internally as well as charges from Contract Research
Organization's for studies handled externally. Indirect costs include salaries and other payroll related costs of compensation for
personnel directly engaged in providing TOS products and services. All costs of performing studies in-house are expensed as
incurred. All costs of performing studies from external sources, are expensed when incurred.
Research and Development
Research and development costs represent both costs incurred internally for research and development activities, including
personnel costs, mice purchases, and maintenance, as well as costs incurred externally to facilitate research activities, such as
tumor tissue procurement and characterization expenses. All research and development costs are expensed as incurred.
Sales and Marketing
Sales and marketing expenses represent costs incurred to promote the Company’s products offered, including salaries,
benefits and related costs of our sales and marketing personnel, and represent costs of advertising and other selling and
marketing expenses. All sales and marketing costs, including advertising costs, are expensed as incurred.
Earnings Per Share
Basic net income or loss per share is computed by dividing the net income or loss for the period by the weighted-average
number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing the net
income for the period by the weighted-average number of shares of common stock plus dilutive potential common stock
considered outstanding during the period. Such dilutive shares consist of incremental shares that would be issued upon exercise
of the Company’s common stock purchase warrants and stock options.
Stock-based Payments
The Company typically recognizes expense for stock-based payments based on the fair value of awards on the date of
grant. The Company uses the Black-Scholes option pricing model to estimate fair value. The Black-Scholes option valuation
model was developed for use in estimating the fair value of short-traded options that have no vesting restrictions and are fully
transferable. The option pricing model requires the Company to estimate certain key assumptions such as expected life,
volatility, risk free interest rates and dividend yield to determine the fair value of stock-based awards. These assumptions are
based on historical information and management judgment. The risk-free interest rate used is based on the United States
treasury security rate with a term consistent with the expected term of the award at the time of the grant. Since the Company has
limited option exercise history, it has generally elected to estimate the expected life of an award based upon the Securities and
Exchange Commission-approved “simplified method” noted under the provisions of Staff Accounting Bulletin No. 107 with the
continued use of this method extended under the provisions of Staff Accounting Bulletin No. 110. Estimated volatility is based
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
upon the historical volatility of the Company's common stock. The Company does not anticipate paying a dividend, and
therefore, no expected dividend yield was used.
The Company expenses stock-based payments over the period that the awards are expected to vest. In the event of
forfeitures, compensation expense is adjusted. The Company expenses modification charges in the period of modification and,
if required, over the remaining period the awards are expected to vest. The Company will report cash flows resulting from tax
deductions in excess of the compensation cost recognized from those options (excess tax benefits) as financing cash flows, if
they should arise.
Income Taxes
Deferred income taxes have been provided to show the effect of temporary differences between the recognition of expenses
for financial and income tax reporting purposes and between the tax basis of assets and liabilities, and their reported amounts in
the consolidated financial statements. In assessing the realizability of deferred tax assets, the Company assesses the likelihood
that deferred tax assets will be recovered through tax planning strategies or from future taxable income, and to the extent that
recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company adjusts the
valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will not
be realized. Changes in valuation allowances from period to period are included in the tax provision in the period of change.
As of April 30, 2021 and 2020, the Company provided a valuation allowance for all net deferred tax assets, as recovery is not
more likely than not based on an insufficient history of earnings.
Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that
are reflected in measuring current or deferred income tax assets and liabilities reported in the consolidated financial
statements. Tax positions include, but are not limited to, the following:
•
•
•
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.
The Company reflects tax benefits only if it is more likely than not that we will be able to sustain the tax position, based on
its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit
that is cumulatively greater than 50% likely to be realized. As of April 30, 2021 and 2020 the Company has recorded $181,000
and $178,000, respectively, of liabilities related to uncertain tax positions relative to one of its foreign operations.
The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The
Company accrued $3,000 and $27,000, for interest and penalties on the Company’s statement of operations for the years ended
April 30, 2021 and 2020, respectively. The Company does not anticipate any significant unrecognized tax benefits to be
recorded during the next 12 months. For the year ended April 30, 2021 and 2020, the Company recognized a provision for
income taxes of $75,000 and $130,000, respectively. These amounts are mainly attributable to taxable income earned in Israel
relating to transfer pricing.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The objective of
the standard is to establish a single comprehensive revenue recognition model that is designed to create greater comparability of
financial statements across industries and jurisdictions. Under this standard, companies recognize revenue to depict the transfer
of goods or services to customers in amounts that reflect the consideration to which the Company expects to be entitled in
exchange for those goods or services.
All revenue is generated from contracts with customers. The Company's arrangements are service type contracts that mainly
have a duration of less than a year. The Company recognizes revenue when control of these services is transferred to the
customer in an amount, referred to as the transaction price, that reflects the consideration to which the Company is expected to
be entitled in exchange for those services. The Company determines revenue recognition utilizing the following five steps: (1)
identification of the contract with a customer, (2) identification of the performance obligations in the contract (promised goods
or services that are distinct), (3) determination of the transaction price, (4) allocation of the transaction price to the performance
obligations, and (5) recognition of revenue when, or as, the Company transfers control of the product or service for each
performance obligation. The Company records revenues net of any tax assessments by governmental authorities, such as value
added taxes, that are imposed on and concurrent with specific revenue generating transactions.
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Pharmacology Study and Other Services
The Company generally enters into contracts with customers to provide oncology services with payments based on fixed-
fee arrangements. At contract inception, the Company assesses the services promised in the contracts with customers to identify
the performance obligations in the arrangement. The Company's fixed-fee arrangements for oncology services are considered a
single performance obligation because the Company provides a highly-integrated service.
The Company recognizes revenue over time using a progress-based input method since there is no single output measure
that would fairly depict the transfer of control over the life of the performance obligation. Revenue is recognized for the single
performance obligation over time due to the Company's right to payment for work performed to date and the performance does
not create an asset with an alternative use. The Company recognizes revenue as portions of the overall performance obligation
are completed as this best depicts the progress of the performance obligation.
Incremental Costs of Obtaining a Contract (Sales Commissions)
Under ASC 606, the costs of obtaining a contract can be expensed immediately, rather than capitalized and amortized, if
the amortization period is one year or shorter. Sales commissions for the Company represent contract costs with a term of one
year or less. Therefore, under ASC 606, the Company elected the practical expedient to expense these costs as incurred.
Variable Consideration
In some cases, contracts provide for variable consideration that is contingent upon the occurrence of uncertain future
events, such as the success of the initial performance obligation. Variable consideration is estimated at the expected value or at
the most likely amount depending on the type of consideration. Estimated amounts are included in the transaction price to the
extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated
with the variable consideration is resolved. The estimate of variable consideration and determination of whether to include
estimated amounts in the transaction price are based largely on an assessment of its anticipated performance and all information
(historical, current and forecasted) that is reasonably available to the Company.
Trade Receivables, Unbilled Services and Deferred Revenue
In general, billings and payments are established by contractual provisions including predetermined payment schedules,
which may or may not correspond to the timing of the transfer of control of the Company's services under the contract. In
general, the Company's intention in its invoicing (payment terms) is to maintain cash neutrality over the life of the contract.
Upfront payments, when they occur, are intended to cover certain expenses the Company incurs at the beginning of the
contract. Neither the Company nor its customers view such upfront payments and contracted payment schedules as a means of
financing. Unbilled services primarily arise from timing of payment terms and when an input method of revenue recognition is
utilized and revenue recognized exceeds the amount billed to the customer.
Deferred revenue consists of unearned payments received in excess of revenue recognized. As the contracted services are
subsequently performed and the associated revenue is recognized, the deferred revenue balance is reduced by the amount of the
revenue recognized during the period. Deferred revenue is classified as a current liability on the consolidated balance sheet as
the Company expects to recognize the associated revenue in less than one year.
Accounting Pronouncements Being Evaluated
In June 2016, the Financial Accounting Standards Board (FASB) FASB issued Accounting Standards Update (ASU) No.
2016-13, "Financial Instruments - Credit Losses". This update requires immediate recognition of management’s estimates of
current expected credit losses ("CECL"). Under the prior model, losses were recognized only as they were incurred. The new
model is applicable to all financial instruments that are not accounted for at fair value through net income. The standard is
effective for fiscal years beginning after December 15, 2022 for public entities qualifying as smaller reporting companies.
Early adoption is permitted. We are currently assessing the impact of this update on our consolidated financial statements and
have not yet determined the impact on our consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740) — Simplifying the Accounting for Income
Taxes. ASU 2019-12 which modifies ASC 740 to simplify the accounting for income taxes. The ASU removes certain
exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in
interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax
goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for annual periods, including
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
interim periods within those annual periods, beginning after December 15, 2020. We are currently assessing the potential
impact of this ASU on our consolidated financial statements and do not expect a material impact on our consolidated financial
statements.
Recently Adopted Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02, "Leases", (Topic 842), which required the Company to recognize
lease assets and lease liabilities (related to leases previously classified as operating under previous U.S. GAAP) on its
consolidated balance sheet for all leases in excess of one year in duration. The ASU was effective for the Company on May 1,
2019. The Company elected to adopt ASU 2016-02 using the modified retrospective method and, therefore, have not recast
comparative periods presented in its unaudited consolidated financial statements. As permitted under ASU 2016-02, the
Company elected to account for the non-lease components together with the lease components as a single lease component. The
Company recorded an operating lease right-of-use ("ROU") asset of $3.2 million, net of deferred rent of $900,000 and an
operating lease liability of $4.1 million as of May 1, 2019. Refer to "Note 12. Leases" for additional information.
In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other” (Topic 350): Simplifying the Test
for Goodwill Impairment (ASU 2017-04). This new standard simplifies how an entity is required to test goodwill for
impairment by eliminating a step from the goodwill impairment test. ASU 2017-04 allows for prospective application and is
effective for fiscal years beginning after December 15, 2019, and interim periods therein with early adoption permitted for
interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company adopted this
guidance on May 1, 2019. The adoption did not have an impact on the Company's consolidated financial statements.
In June 2018, the FASB issued ASU 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to
Nonemployee Share-Based Payment Accounting". This ASU expands the scope of Topic 718, Compensation—Stock
Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to
nonemployees for goods or services. Under the new guidance, the existing employee guidance will apply to nonemployee
share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific
guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the
grantor had paid cash for the goods or services. The new accounting guidance was effective for the Company on May 1, 2019.
The Company early adopted ASU 2018-07 beginning with its financial reporting for the quarter ended January 31, 2019. The
adoption did not have a material impact on the Company's consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (ASC 820) — Disclosure Framework-Changes to
the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 removes certain disclosures, modifies certain
disclosures and adds additional disclosures. ASU 2018-13 is effective for annual periods, including interim periods within those
annual periods, beginning after December 15, 2019. The Company adopted this guidance on May 1, 2020. The adoption of this
ASU did not have a material impact on the Company's consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, which amends ASC 350-40, Intangibles—Goodwill and Other—Internal-
Use Software, to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement
("CCA") that is a service contract. This update aligns the accounting for costs incurred to implement a CCA that is a service
arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The update
is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those
fiscal years. The Company adopted this guidance on May 1, 2020. The adoption of this ASU did not have a material impact is
reflected in the Company's current year consolidated financial statements.
Note 3. Accounts Receivable, Unbilled Services and Deferred Revenue
Accounts receivable and unbilled services were as follows (in thousands):
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounts receivable
Unbilled services
Total accounts receivable and unbilled services
Less: allowance for doubtful accounts
Total accounts receivable, net
Deferred revenue was as follows (in thousands):
Deferred revenue
Deferred revenue is shown as a current liability on the Company's balance sheet.
Note 4. Property and Equipment
Property and equipment consisted of the following (in thousands):
Furniture and fixtures
Computer equipment and software
Laboratory equipment
Capitalized software development costs
Assets in progress
Leasehold improvements
Total property and equipment
Less: Accumulated depreciation and amortization
April 30, 2021 April 30, 2020
$
$
4,304 $
3,020
7,324
(338)
6,986 $
2,655
2,404
5,059
(289)
4,770
April 30, 2021 April 30, 2020
$
6,256 $
5,815
April 30,
2021
2020
$
246 $
1,461
6,640
484
1,211
4
180
1,209
4,818
—
554
4
10,046
(3,956)
6,765
(2,772)
Property and equipment, net
$
6,090 $
3,993
Depreciation and amortization expense was $1.2 million and $825,000 for the years ended April 30, 2021 and 2020,
respectively. Depreciation and amortization expense, excluding expense recorded under finance leases, was $925,000 and
$683,000 for the twelve months ended April 30, 2021 and 2020.
As of April 30, 2021 and 2020, property, plant and equipment included gross assets held under finance leases
of $343,000. Related depreciation expense for these assets was $124,000 and $142,000 for the years ended April 30,
2021 and 2020.
During the year ended April 30, 2020, specifically during the quarter ended October 31, 2019, the Company traded in
and disposed of a $235,000 leased asset that was previously included in the laboratory equipment category. At the time of
disposal, the accumulated depreciation related to that asset was written off in the amount of $127,000 (see also paragraph
below). As of January 31, 2020, the remaining leased asset included in the laboratory equipment category was fully depreciated
resulting in a net balance of nil from that point forward.
Capitalized software development costs under a hosting arrangement
The Company accounts for the cost of computer software obtained or developed for internal use as well as the software
development and implementation costs associated with a hosting arrangement ("internal-use software") that is a service contract
in accordance and with ASC 350, Intangibles - Goodwill and Other ("ASC-350"). We capitalize certain costs in the
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
development of our internal-use software when the preliminary project stage is completed and it is probable that the project
itself will be completed and the software will perform as intended. These capitalized costs include personnel and related
expenses for employees and costs of third-party consultants who are directly associated with and who devote time to these
internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is
ready for its intended purpose. Costs incurred for significant upgrades, increased functionality, and enhancements to the
Company's internal-use software solutions are also capitalized. Costs incurred for training, maintenance, and minor
modifications are expensed as incurred. Capitalized software development costs are amortized using the straight-line method
over an estimated useful economic life of three years.
During the year ended April 30, 2020, the Company began to capitalize development and implementation costs in
accordance with accounting guidance for its Lumin Bioinformatics platform ("Lumin"). Lumin is the Company's new oncology
data-driven software program and data tool which is classified as Software as a Service (SaaS). These capitalized costs
represent salaries, including direct payroll-related costs, certain software development consultant expenses and molecular
sequencing programming costs incurred in the engineering and coding of the software development. As of April 30, 2020,
development was not yet complete and, as such, the platform was not placed into service or made available for sale. Therefore,
these costs were classified as assets in progress in the amount of $315,000 at April 30, 2020. After additional development
during the first quarter of fiscal 2021, the initial version of the Lumin platform was launched, at which time initial capitalization
ceased and amortization commenced. The total Lumin asset was placed into service as of July 31, 2020 in the gross amount of
$484,000. Depreciation and amortization related to this asset was $134,000 for the year ended April 30, 2021.
During the second quarter ended October 31, 2021 and through the end of fiscal 2021, the Company continued to
develop increased functionality, expand product design and usability, and add enhancements to the Lumin platform. In
accordance with accounting guidance, these costs were capitalized, and as of April 30, 2021, were not yet placed into service or
made available for sale. This developmental work does not render the initial released version to be obsolete or diminished in
value but, rather, adds to the base level of the existing platform. Total costs included in assets in progress related to these
capitalized enhancements and additional functionality as of April 30, 2021 are $991,000. These developments will be placed
into service and made available for sale during fiscal 2022.
Finance Lease
In November 2014, the Company entered into a finance lease for laboratory equipment. The lease had costs of
approximately $149,000, at inception, through November 2019. The final lease payment under this finance lease of $2,000 was
paid during the three months ended January 31, 2020.
In July 2018, the Company entered into a second finance lease for laboratory equipment. The lease had total costs of
approximately $266,000, inclusive of interest and taxes, with a monthly payment of approximately $11,000. Although the lease
was originally due to mature in July 2020, the Company decided to pay the outstanding balance on February 1, 2019. During
the quarter ended October 31, 2019, the Company traded in this asset and received a $160,000 reduction in the purchase price
of two newly acquired assets. The net book value of the asset traded in at the time of trade in was $108,000, which resulted in
the gain on the disposal of the asset of $52,000, which is included as an offset in the other expense line within the Company's
consolidated statement of operations for the year ended April 30, 2020.
In December 2019, the Company entered into a finance lease for laboratory equipment. The lease had costs of
approximately $231,000, at inception, through November 2020. This lease expired December 2020. Prior to expiration, the
monthly finance lease payment was approximately $19,000. The future minimum lease payments remaining under this finance
lease at April 30, 2021 and 2020 were zero are $135,000, respectively. The present value of minimum future obligations was
calculated based on interest rate of 4.75%. Depreciation and amortization expense related to this finance lease was $124,000
and $88,500 for the years ended April 30, 2021 and 2020, respectively.
Note 5. Revenue from Contracts with Customers
Oncology Services Revenue
The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. Under ASC
606, revenue is recognized when, or as, a customer obtains control of promised services. The amount of revenue recognized
reflects the consideration to which the Company expects to be entitled to receive in exchange for these services.
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A performance obligation is a promise (or a combination of promises) in a contract to transfer distinct goods or services to
a customer and is the unit of accounting under ASC 606 for the purposes of revenue recognition. A contract's transaction price
is allocated to each separate performance obligation based upon the standalone selling price and is recognized as revenue,
when, or as, the performance obligation is satisfied. The majority of the Company's contracts have a single performance
obligation because the promise to transfer individual services is not separately identifiable from other promises in the contracts,
and therefore, is not distinct.
The majority of the Company's revenue arrangements are service contracts that are completed within a year or less. There
are a few contracts that range in duration between 1 and 3 years. Substantially all of the Company's performance obligations,
and associated revenue, are transferred to the customer over time. Most of the Company's contracts can be terminated by the
customer without cause. In the event of termination, the Company's contracts provide that the customer pay the Company for
services rendered through the termination date. The Company generally receives compensation based on a predetermined
invoicing schedule relating to specific milestones for that contract. In addition, in certain instances a customer contract may
include forms of variable consideration such as performance increases or other provisions that can increase or decrease the
transaction price. This variable consideration is generally awarded upon achievement of certain performance metrics. For the
purposes of revenue recognition, variable consideration is assessed on a contract-by-contract basis and the amount to be
recorded is estimated based on the assessment of the Company's anticipated performance and consideration of all information
that is reasonably available. Variable consideration is recognized as revenue if and when it is deemed probable that a significant
reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable
consideration is resolved in the future.
Amendments to contracts are common. The Company evaluates each amendment which meets the criteria of a contract
modification under ASC 606. Each modification is further evaluated to determine whether the contract modification should be
accounted for as a separate contract or as a continuation of the original agreement.
The Company accounts for amendments as a separate contract as they meet the criteria under ASC 606-10-25-12.
Other TOS revenue represents additional services provided to the Company's pharmaceutical and biotechnology customers,
specifically flow cytometry services and SaaS provided via our Lumin Bioinformatics software.
The following table represents disaggregated revenue for the twelve months ended April 30, 2021 and 2020:
Pharmacology services
Personalized oncology services
Other TOS revenue
Total oncology services revenue
Contract Balances
Year Ended April 30,
2021
2020
$ 39,473 $ 31,262
790
166
1,401
71
$ 41,040 $ 32,123
Contract assets include unbilled amounts typically resulting from revenue recognized in excess of the amounts billed to the
customer for which the right to payment is subject to factors other than the passage of time. These amounts may not exceed
their net realizable value. Contract assets are classified as current. Contract liabilities consist of customer payments received in
advance of performance and billings in excess of revenue recognized, net of revenue recognized from the balance at the
beginning of the period. Contract assets and liabilities are presented on the balance sheet on a net contract-by-contract basis at
the end of each reporting period.
Note 6. Significant Customers
For the years ended April 30, 2021 and 2020, none of our customers accounted for more than 10.0% of our total revenue.
As of April 30, 2021 and 2020, none of our customers accounted for more than 10.0% of our total accounts receivable
balance.
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 7. Commitments and Contingencies
Legal Matters
The Company is not currently party to any legal matters to its knowledge. The Company is not aware of any other matters
that would have a material impact on the Company’s financial position or results of operations.
Registration Payment Arrangements
The Company has entered into an Amended and Restated Registration Rights Agreement in connection with the March 2015
Private Placement. This Amended and Restated Registration Rights Agreement contains provisions that may call for the
Company to pay penalties in certain circumstances. This registration payment arrangement primarily relates to the Company’s
ability to file a registration statement within a particular time period, have a registration statement declared effective within a
particular time period and to maintain the effectiveness of the registration statement for a particular time period. The Company
has not accrued any liquidated damages associated with the Amended and Restated Registration Right Agreement as the
Company has filed the required registration statement and anticipates continued compliance with the agreement.
Royalties
The Company contracts with third-party vendors to license tumor samples for development into PDX models and use in our
TOS business. These types of arrangements have an upfront fee ranging from nil to $10,000 per tumor sample depending on the
successful growth of the tumor model and ability to develop them into a sellable product. The upfront costs are expensed as
incurred. In addition, under certain agreements, for a limited period of time, the Company is subject to royalty payments if the
licensed tumor models are used for sale in our TOS business, ranging from 2% to 12.5% of the contract price after recouping
certain initiation costs. Some of these arrangements also set forth an annual minimum royalty due regardless of tumor models
used for sale. For the years ended April 30, 2021 and 2020, we have paid or accrued approximately $127,000 and $128,000
related to these royalty arrangements, respectively.
Note 8. Stock-based Payments
Stock-based compensation in the amount of $598,000 and $600,000 was recognized for years ended April 30, 2021 and 2020,
respectively. Stock-based compensation costs were recorded as follows (in thousands):
General and administrative
Sales and marketing
Research and development
TOS cost of sales
POS cost of sales
Year Ended April 30,
2021
2020
$
292 $
199
23
84
—
328
237
13
21
1
Total stock-based compensation expense
$
598 $
600
2010 Equity Incentive Plan
On February 18, 2011, shareholders owning a majority of the issued and outstanding shares of the Company executed a
written consent approving the 2010 Equity Incentive Plan (“2010 Equity Plan”). The purpose of the 2010 Equity Plan is to grant
(i) Non-statutory Stock Options; (ii) Restricted Stock Awards; and (iii) Stock Appreciation Rights (collectively, stock-based
compensation) to its employees, directors and non-employees. Total stock awards under the 2010 Equity Plan shall not exceed
30,000,000 shares of common stock. Options and Stock Appreciation Rights expire no later than ten years from the date of
grant and the awards vest as determined by the Board of Directors. Options and Stock Appreciation Rights have a strike price
not less than 100% of the fair market value of the common stock subject to the option or right at the date of grant.
2008 Equity Incentive Plan
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company has previously granted (i) Non-statutory Stock Options; (ii) Restricted Stock Awards; and (iii) Stock
Appreciation Rights (collectively, stock-based compensation) to its employees, directors and non-employees under a 2008
Equity Incentive Plan (the “2008 Equity Plan”). Such awards may be granted by the Company’s Board of Directors. Options
granted under the 2008 Equity Plan expire no later than ten years from the date of grant and the awards vest as determined by
the Board of Directors.
For stock-based payments to non-employee consultants under both the 2010 and 2008 Equity Plan, the fair value of the stock-
based consideration issued is used to measure the transaction, as management believes this to be a more reliable measure of fair
value than the services received. The fair value of the award is expensed over the period service is provided to the Company;
however, it is ultimately measured at the price of the Company’s common stock or the fair value of stock options using the
Black-Scholes valuation model on the date that the commitment for performance by the non-employee consultant has been
reached or performance is complete, which is generally the vesting date of the award.
Director Compensation Plan
On December 12, 2013, the Compensation Committee of the Board of Directors of the Company adopted changes to the
Director Compensation Plan of 2010 (the “Director Plan”) effective December 1, 2013. Under the Director Plan, independent
directors of the Company are entitled to an annual award of a five-year option to purchase 8,333 shares of the Company’s
common stock, and the Chairman of the Board of the Company is entitled to an annual award of a five years option to purchase
16,667 shares of the Company’s common stock. Independent directors who serve as chairperson of a committee will also
receive an annual grant of a five-year option to purchase 1,667 shares of the Company’s common stock. All options issued
under the Director Plan vest quarterly at a rate of 25%. Option grants will typically be issued after the annual shareholder
meeting which will generally be held in October of each year. New directors will receive a grant upon joining the Board equal
to the pro-rata annual grant for the remainder of the year. Options issued under the Director Plan are issued pursuant to the 2010
Equity Plan.
Stock Option Grants
Black-Scholes assumptions used to calculate the fair value of options granted during the years ended April 30, 2021 and 2020
were as follows:
Expected term in years
Risk-free interest rates
Volatility
Dividend yield
Year Ended April 30,
2021
3-6
0.1% - 0.5%
70% - 75%
—%
2020
3 - 6
1.3% - 1.8%
69% - 71%
—%
The weighted average fair value of stock options granted during the years ending April 30, 2021 and 2020, was $5.11 and
$5.33, respectively. The Company’s stock options activity and related information as of and for the years ended April 30, 2021
and 2020 is as follows:
Outstanding, May 1, 2020
43,332
2,228,326
2,271,658 $
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Non-
Employees
Directors
and
Employees
Total
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic
Value
—
135,834
135,834
(1,160)
(686,178)
(687,338)
(923)
(47,751)
(48,674)
—
(12,000)
(12,000)
(5,834)
—
(5,834)
10.80
5.0 $ 10,663,000
7.3 $
259,000
3.23
9.24
2.33
6.03
7.48
Granted
Exercised
Canceled
Forfeited
Expired
Outstanding, April 30, 2021
35,415
1,618,231
1,653,646
3.96
5.4 $ 11,384,000
Vested and expected to vest
as of April 30, 2021
35,415
1,618,231
1,653,646
Vested as of April 30, 2021
9,584
1,323,270
1,332,854
3.96
3.34
5.4 $ 11,384,000
4.8 $ 9,995,000
Non-
Employees
Directors
and
Employees
Total
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic
Value
Outstanding, May 1, 2019
50,000
2,373,626
2,423,626 $
Granted
Exercised
Canceled
Forfeited
Expired
—
—
—
—
229,833
229,833
(248,495)
(248,495)
(11,824)
(11,824)
(44,813)
(44,813)
(6,668)
(70,001)
(76,669)
Outstanding, April 30, 2020
43,332
2,228,326
2,271,658
Vested and expected to vest
as of April 30, 2020
43,332
2,228,326
2,271,658
Vested as of April 30, 2020
17,501
1,926,117
1,943,618
3.19
5.33
2.31
7.96
7.85
8.04
3.23
3.23
2.83
5.3 $ 14,557,000
8.1
544,000
5.0 $ 10,663,000
5.0 $ 10,663,000
4.5 $ 9,898,000
Stock Purchase Warrants
As of April 30, 2021 and 2020, the Company had zero warrants outstanding for the purchase of shares of its common stock,
as all those that were exercisable as of April 30, 2019 were either exercised or expired by March 2020. For the year ending
April 30, 2020, the Company received cash proceeds related to the exercise of these warrants of approximately $3.9 million.
Activity related to warrants is summarized in the following table. Approximately 161,000 shares noted as exercised below
were done so via a cash-less exercise basis.
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Outstanding, May 1, 2019
Granted
Exercised
Forfeited
Expired
Number
of
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic
Value
1,671,440 $
—
(858,695)
(760,601)
(52,144)
6.20
—
5.62
5.76
4.85
0.9 $ 5,730,000
—
—
—
—
—
10,045,000
8,587,000
700,000
Outstanding, April 30, 2020
— $
—
— $
—
Note 9. Provision for Income Taxes
The components of the provision for income taxes are as follows (in thousands):
Current
Total
Current
Total
Year Ended April 30, 2021
Federal
State
Foreign
Total
— $
13 $
62 $
— $
13 $
62 $
Year Ended April 30, 2020
75
75
Federal
State
Foreign
Total
— $
3 $
127 $
130
— $
3 $
127 $
130
$
$
$
$
A reconciliation between the Company’s effective tax rate and the United States statutory tax rate for the years ended
April 30, 2021 and 2020 is as follows:
Federal income tax at statutory rate
US vs. foreign tax rate difference
State income tax, net of federal benefit
Permanent differences
Increase in uncertain tax position
Goodwill impairment
Change in valuation allowance
Income tax expense
Year Ended April 30,
2021
2020
21.0 %
0.5
80.8
(61.5)
0.7
—
(24.3)
21.0 %
(0.4)
16.9
(14.0)
(1.4)
(3.5)
(25.2)
17.2 %
(6.6) %
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the
Company’s deferred tax assets and liabilities as of April 30, 2021 and 2020 consist of the following (in thousands):
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accrued liabilities
Right of use, net asset/liability
Depreciation and amortization
Stock-based compensation expense
Net operating loss carry-forward
Total deferred tax assets
Less: Valuation allowance
Net deferred tax asset
As of April 30,
2021
2020
$
232 $
271
(206)
3,640
11,404
77
226
(175)
4,109
11,223
15,341
(15,341)
15,460
(15,460)
$
— $
—
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law. The Act contains
several new or changed income tax provisions, including but not limited to the following: increased limitation threshold for
determining deductible interest expense; class life changes to qualified improvements (in general, from 39 years to 15 years);
and the ability to carry back net operating losses incurred from tax years 2018 through 2020 up to the five preceding tax years.
The Company has evaluated the new tax provisions of the CARES Act and determined the impact to be either immaterial or not
applicable.
Management has evaluated the available evidence about future tax planning strategies, taxable income, and other possible
sources of realization of deferred tax assets and has established a full valuation allowance against its net deferred tax assets as
of April 30, 2021 and 2020. For the years ended April 30, 2021 and 2020, the Company recorded a valuation allowance
of $15.3 million.
As of April 30, 2021 and 2020,
loss carry-forwards were
approximately $46.9 million and $45.0 million, respectively. Net operating losses generated prior to May 1, 2018 have a 20-
year carryforward and will begin expiring in 2025 for federal and 2031 for state purposes. Losses generated in the fiscal years
ended April 30, 2021 and 2020 can be carried forward indefinitely. A valuation allowance has been recorded against all of
these loss carryforwards.
the Company’s estimated U.S. net operating
Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership may result in a
limitation on the amount of net operating losses that may be utilized in future years. During the fiscal year ended April 30,
2013, approximately $12.0 million of the Company’s net operating losses became subject to limitation under Internal Revenue
Code Section 382 in connection with an ownership change on January 28, 2013. As a result of the ownership change, the
Company’s annual limitation is approximately $432,000.
The Company files income tax returns in various jurisdictions with varying statutes of limitations. As of April 30, 2021, the
earliest tax year still subject to examination for state purposes is fiscal 2018. The Company’s tax years for periods ending April
30, 2002 and forward are subject to examination by the United States and certain states due to the carry-forward of unutilized
net operating losses.
The following table indicates the changes to the Company’s uncertain tax positions for the period and years ended April 30,
2021 and 2020 in thousands:
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Balance, beginning of the year
Addition based on tax positions related to prior years
Payment made on tax positions related to prior years
Addition based on tax positions related to current year
Balance, end of year
Year Ended April 30,
2021
2020
$
178 $
—
—
3
151
—
—
27
$
181 $
178
As of April 30, 2021 and 2020, the above amounts of $181,000 and $178,000 were included in other long-term liabilities.
Note 10. Earnings Per Share
A reconciliation of net income (loss) and number of shares used in computing basic and diluted earnings (loss) per share was as
follows:
Basic and diluted net loss per share computation (dollars in thousands):
Net income (loss) attributable to common stockholders
Weighted Average common shares - basic
Basic net income (loss) per share
Diluted income (loss) per share computation
Net income (loss) attributable to common stockholders
Income (loss) available to common stockholders
Weighted Average common shares
Incremental shares from assumed exercise of warrants and stock options
Adjusted weighted average share – diluted
Year Ended April 30,
2021
2020
$
362 $
(2,093)
13,138,995
11,843,463
$
$
$
0.03 $
(0.18)
362 $
362 $
(2,093)
(2,093)
13,138,995
11,843,463
1,434,566
—
14,573,561
11,843,463
Diluted net income (loss) per share
$
0.02 $
(0.18)
The following table reflects the total potential stock-based instruments outstanding at April 30, 2021 and 2020 that could
have an effect on the future computation of dilution per common share. These figures were not included in the above
calculation as, to do so, would be antidilutive:
Stock options
Total common stock equivalents
Note 11. Related Party Transactions
Year Ended April 30
2021
2020
1,653,646
2,271,658
1,653,646
2,271,658
Related party transactions include transactions between the Company and its shareholders, management, or affiliates. The
following transactions were in the normal course of operations and were measured at the exchange amount, which is the amount
of consideration established and agreed to by the parties.
Consulting Services
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For both years ended April 30, 2021 and 2020, the Company paid a member of its Board of Directors $54,000 and $72,000
for consulting services unrelated to his duties as a board member. During the years ended April 30, 2021 and 2020, the
Company paid another board member $17,000 and $48,000, respectively, for consulting services unrelated to his duties as a
board member. All of the amounts paid to these related parties have been recognized in expense in the period the services were
performed.
Note 12. Leases
The Company accounts for its leases under ASC 842. Under this guidance, arrangements meeting the definition of a lease are
classified as operating or financing leases, and are recorded on the consolidated balance sheet as both an operating lease ROU
asset and operating lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the
lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each
period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the
amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are
recorded when incurred. The Company has elected to apply the short-term lease exemption practical expedient for each class of
underlying assets and excludes short-term leases having initial terms of 12 months or less. The Company recognizes rent
expense on a straight-line basis over the lease term for these short-term leases. The Company has determined that no material
embedded leases exist. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and
liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term.
For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As the
Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information
available at commencement date in determining the present value of lease payments.
Operating Leases
The Company currently leases certain office equipment and its office and laboratory facilities under non-cancelable
operating leases. Rent expense for operating leases is recognized on a straight-line basis over the lease term from the lease
commencement date through the scheduled expiration date. Rent expenses totaled $1,247,000 and $955,000 for the years ended
April 30, 2021 and 2020, respectively. The Company considers its facilities adequate for its current operational needs.
The Company leases the following facilities:
•
•
One University Plaza, Suite 307, Hackensack, New Jersey 07601, which, since November 2011, serves as the Company’s
corporate headquarters. The lease expires in November 2021. The Company recognized $91,000 and $94,000 of rental
costs relative to this lease for fiscal 2021 and 2020, respectively.
1330 Piccard Drive Suite 025, Rockville, MD 20850, which consists of laboratory and office space where the Company
conducts operations related to its primary service offerings. The Company executed this lease (the "Original Premises") on
January 11, 2017. The operating commencement date was August 11, 2017. This lease originally expired in August 2028.
◦
◦
◦
◦
◦
On March 30, 2020, the Company executed the first amendment to this lease to expand the existing premises at
1330 Piccard Drive, Suite 025 ("Expansion Premises") to add on Suites 050 and 104. This amendment also
extended the current lease term by six months. The Expansion Premises operating lease commencement date was
June 1, 2020 and, under the amendment, both leases expire February 28, 2029.
In accordance with ASC 842, the Company evaluated the first amendment and also performed a reassessment of
the existing lease for Suite 025 to determine the impact of the six-month term extension. As a result of this
assessment, the Company recognized an additional operating ROU asset and related operating lease liability for
Suite 025 of $118,000 and $125,000, respectively, as well as an incremental net rent expense of $8,000 during the
three months ended July 31, 2020. The Company did not recognize the incremental rental expense under this
amendment during fiscal 2020 as the Expansion Premises lease commencement date was during fiscal 2021.
Upon the Expansion Premises operating lease commencement date (June 1, 2020), the Company recognized an
operating ROU asset and related operating lease liability for Suites 050 and 104 of $3.8 million, each,
respectively.
For the leases related to the Original and Expansion Premises at Piccard Drive, the Company recognized
$1,113,000 and $604,000 of rental expense for fiscal 2021 and 2020, respectively.
On December 22, 2020, the Company executed the second amendment to this lease to expand the existing
premises at 1330 Piccard Drive, Suites 025, 050, and 104 ("Additional Expansion Premises") and add on Suite
201. The Additional Expansion Premises operating lease commencement date was April 1, 2021 and, under the
second amendment, reaffirms that all three leases expire February 28, 2029. The Company recognized $43,000 of
rental expense under this lease for fiscal 2021.
CHAMPIONS ONCOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
•
◦
Upon the Additional Expansion Premises operating lease commencement date (April 1, 2021), the Company also
recognized an operating ROU asset and related operating lease liability for Suite 201 of $3.3 million, each,
respectively.
1405 Research Boulevard, Suite 125, Rockville, Maryland 20850 (“New Location”), which consisted of laboratory and
office space where the Company conducted operations related to its primary service offerings. The Company executed this
lease on November 1, 2018. The operating commencement date was January 17, 2019. This lease was set to expire in April
2024. The Company terminated this lease on June 30, 2020 and transitioned its activities from this location to the
Expansion Premises, as defined above, during the first quarter of fiscal 2021. Upon lease termination, the Company
recognized a decrease in the related operating ROU asset and operating lease liability of approximately $850,000 and
$926,000, respectively, as well as a gain on lease termination of $76,000. The Company also recognized
$43,000 and $257,000 of rental expense for fiscal 2021 and 2020, respectively.
ROU assets and lease liabilities related to our current operating leases are as follows (in thousands):
Operating lease right-of-use assets, net
Current portion of operating lease liabilities
Non-current portion of operating lease liabilities
8,521
818
8,783
2,798
503
3,170
April 30, 2021
May 1, 2020
As of April 30, 2021, the weighted average remaining operating lease term and the weighted average discount rate were 7.78
years and 5.78%, respectively.
Future minimum lease payments due each fiscal year as follows (in thousands):
2022
2023
2024
2025
2026
Thereafter
Total
$
$
2,437
2,530
2,673
2,713
2,757
7,904
21,014
Refer to Note 4, Property and Equipment, for more information on financing leases.
Note 13. Subsequent Events
Subsequent events are defined as those events or transactions that occur after the balance sheet date, but before the
financial statements are filed with the Securities and Exchange Commission.
As of the filing date of this annual report on form 10-K, there are no such subsequent events to disclose.
Exhibit Index
Exhibit No.
3.1
3.1.1
3.2
4.1
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
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)
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)
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)
Description of Registered Securities (incorporated by reference to Exhibit 4.1 to the Company’s
Annual Report on Form 10-K filed July 28, 2020)
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)
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)
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)
2010 Equity Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive
Information Statement on Schedule 14C filed March 7, 2011)
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)
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)
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)
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)
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)
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)
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
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
14
21
23.1
31.1
31.2
32.1
101.INS*
101.SCH*
101.CAL*
101.DEF*
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)
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)
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)
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)
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)
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)
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)
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)
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)
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)
Code of Ethics (incorporated by reference to Exhibit 14 of the April 30, 2008 Form 10-KSB)
List of Subsidiaries (incorporated by reference to Exhibit 21 of the Company's Form 10-K filed July
28, 2017)
Consent of Independent Registered Public Accounting Firm*
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
Section 1350 Certifications**
XBRL Instance Document.
XBRL Taxonomy Extension Schema Document.
XBRL Taxonomy Extension Calculation Linkbase Document.
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
101.PRE*
101.LAB*
101.PRE*
XBRL Taxonomy Extension Label Linkbase Document.
XBRL Taxonomy Extension Presentation Linkbase Document.
XBRL Taxonomy Extension Label Linkbase Document.
XBRL Taxonomy Extension Presentation Linkbase Document.
__________________________
* Filed herewith
** Furnished hereto.