~~Increasing the scale~~•Continued development of ~~studies:~~computational power: We have ~~facilitated studies for over 200 pharmaceutical~~developed sophisticated and ~~biotechnology companies.~~innovative computational approaches. We ~~believe there is significant opportunity~~continue to grow our revenue by increasing the size of the studies these customers run. To accomplish this, we are developing new study designs that offer solutions to compounds that are in phase I and phase II clinical trials. We believe that the increased budgets of these drugs, as compared to drugsinvest in the ~~pre-clinical stage, will enable us~~development of novel artificial intelligence, data structures, and analytics. Our goal is to ~~sell larger studies.~~leverage our unique Datacenter to establish elegant ways to better understand the molecular dynamics of cancer, and the development novel therapeutics.

Competition

~~Our TumorGraft Technology Platform is proprietary and requires significant know-how~~Champions currently competes in three different markets:

Research Services: Pharmaceutical companies rely on outsourcing preclinical studies to both initiate and operate, but is not patented. It is, therefore, possible for competitors to develop other implantation procedures or to discover the same procedures utilized by the Company that could compete with the Company in its market. Clinical Research Organizations ("CROs").Competition in ~~our~~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, ~~2018~~2021 and ~~2017,~~2020, we spent approximately ~~$4.4~~$7.2 million and ~~$4.3~~$5.9 million, respectively, to further develop our ~~TumorGraft Technology Platform.~~platforms. We continue to expand our TumorBank ~~through~~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.

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.

~~Employees~~Human Capital Resources

As of July ~~15, 2018,~~16, 2021, we had 92194 full-time employees, including 2561 with doctoral or other advanced degrees. Of our workforce, 77143 employees are engaged in research and development and laboratory operations, 936 employees are engaged in sales and marketing, and 615 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, ~~of 1934, as amended,~~ 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 or at the SEC’s Public Reference Room at 100 F Street, N.E.,~~

~~Room 1580, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.~~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.

~~Risks Related to Our Business~~

We historically incurred losses from operating activities, may require significant capital and may never achieve sustained profitability.

For the years ended April 30, ~~2018~~2021 and ~~2017,~~2020, the Company had net income of approximately $362,000 and a net loss of approximately ~~$1.5 million and $6.9 million,~~$2,093,000, respectively. As of April 30, ~~2018,~~2021, the Company has an accumulated deficit of approximately ~~$70.8~~$72.5 million. As of April 30, ~~2018,~~2021, we had ~~negative~~ working capital of ~~$2.4~~$1.4 million and cash ~~and cash equivalents~~ of ~~$856,000.~~$4.7 million. We believe that our cash ~~and cash equivalents~~ on hand, together with ~~continued~~future improved cash flows from operations, are adequate to fund our operations through at least August ~~2019.~~2022.

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 ~~Technology Platform;~~bank;

•the cost and rate of progress toward growing our ~~TOS businesses;~~technology platforms;

•the cost and rate of progress toward building our ~~sales forces;~~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 ~~TOS products and POS products,~~research services, while pursuing efforts to further develop ~~bioinformatics from~~ its ~~TumorBank~~SaaS and ~~its TumorGraft Technology Platform. In addition, we~~drug discovery business units. We are ~~building~~investing resources to further grow our sales ~~and marketing operations to grow the sales~~of all of our ~~TOS products. Our POS products are not the focus of our growth moving forward.~~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. ~~Our~~If our losses ~~may~~ 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 ~~bioinformatics from our TumorBank and our TumorGraft Technology Platform. Because we do not have sufficient history of commercial efforts, our~~technology platforms. Our sales and marketing efforts may never generate significant increases in revenues or achieve profitability and it is ~~likely~~possible that we will be required to raise additional capital to continue our ~~operations as currently contemplated.~~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

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.~~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 ~~TumorGraft products~~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 ~~laboratory~~facility in Rockville, Maryland. ~~We opened the lab during the first quarter of fiscal 2018 and transitioned our activities from the Baltimore lab to this new facility.~~ 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 ~~for~~ the ~~laboratory~~laboratories from a third party. If we had a dispute with our landlord or otherwise could not utilize ~~this~~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 ~~TumorGraft~~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 ~~TOS and POS business~~ and future business, as we would have to rebuild the population and repeat current ~~TumorGrafts.~~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

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

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.

~~TOS~~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

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 ~~recent~~2016 public offering, taken together with our private placements and other transactions that have occurred over the past ~~three~~five years, we 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.

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~~certificate of ~~Incorporation~~incorporation authorizes the issuance of 200,000,000 shares of common stock. As of July ~~13, 2018,~~16, 2021, we had ~~11,295,294~~13,415,066 shares of common stock issued and ~~11,025,609 shares~~ 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.

~~The exercise of outstanding options and warrants may dilute current shareholders.~~

As of July 13, 2018, there were warrants and options outstanding to purchase an aggregate of 4,690,129 shares of our common stock, of which 2,442,099 were vested. The exercise of a substantial number of these outstanding warrants and options could adversely affect our share price and dilute current shareholders.

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 ~~shareholders.~~stockholders.

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.

Certainprovisions 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 ~~contain~~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 ~~six~~three significant stockholders collectively own a substantial majority of our common stock.

Collectively, our officers, our directors and ~~six~~three significant stockholders own or exercise voting and investment control of approximately ~~60%~~55% of our outstanding common stock as of July ~~13, 2018.~~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.

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 ~~facilities.~~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 ~~$657,000~~$1,247,000 and ~~$398,000~~$955,000 for the years ended April 30, ~~2018~~2021 and ~~2017,~~2020, respectively. The Company considers its facilities adequate for its current operational needs.

The Company leases the following ~~facilities under non-cancelable operating lease agreements:~~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 ~~$90,000~~$91,000 and ~~$86,000~~$94,000 of rental costs relative to this lease for fiscal ~~2018~~2021 and ~~2017,~~2020, respectively.

855 North Wolfe Street, Suite 619, Baltimore, Maryland 21205, which consists of laboratories and office space where the Company conducts operations related to its primary service offerings. This lease was terminated in October 2017. The Company transitioned its activities from this location to the new location in Rockville, MD. The Company recognized $59,000 and $105,000 of rental costs relative to this lease for fiscal 2018 and 2017, respectively.

~~450 East 29~~th Street, New York, New York, 10016, which was a laboratory facility. The Company recognized $52,000 and $207,000 of rental expense for fiscal 2018 and 2017, respectively. This lease expired in May 2017 and was not renewed.

•1330 Piccard Drive, Suite 025, Rockville, MD 20850, which consists of laboratory and office space where the Company ~~will conduct~~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 ~~expires~~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

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 ~~$454,000~~an operating ROU asset and ~~nil~~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 ~~2018~~2021 and ~~2017,~~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.

~~910 Clopper Road, Suites 260S~~◦Upon the Additional Expansion Premises operating lease commencement date (April 1, 2021), the Company also recognized an operating ROU asset and ~~280S, Gaithersburg,~~related operating lease liability for Suite 201 of $3.3 million, each, respectively.

•1405 Research Boulevard, Suite 125, Rockville, Maryland ~~20878,~~20850 (“New Location”), which ~~consists~~consisted of laboratory and office space where the Company ~~will conduct~~conducted operations related to its primary service offerings. The Company executed this lease on ~~April~~November 1, 2018. The operating commencement date ~~is May 1, 2018.~~was January 17, 2019. This lease ~~expires~~was set to expire in ~~August 31, 2028.~~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 ~~nil~~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 ~~2018.~~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 StockholderMatters 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:


	High		Low
Fiscal Year Ended April 30, 2021:
First quarter	$	10.89	$	7.46
Second quarter	9.97		7.05
Third quarter	13.45		8.30
Fourth quarter	14.68		10.06


						High		Low
	High		Low
Fiscal Year Ended April 30, 2018:
Fiscal Year Ended April 30, 2020:					Fiscal Year Ended April 30, 2020:
First quarter	$	2.88	$	2.33	First quarter	$	10.44	$	6.40
Second quarter	3.97		2.93		Second quarter	7.41		5.01
Third quarter	4.39		3.21		Third quarter	8.80		4.98
Fourth quarter	4.49		3.39		Fourth quarter	8.49		4.02

~~Accounts Receivable~~

Accounts receivable represent amounts due under agreements with pharmaceutical and biotechnology companies for TOS and amounts due under agreements with patients for POS. At each reporting period, the Company evaluates open accounts receivable for collectability and records an allowance for potentially uncollectible accounts. For April 30, 2018 and 2017, the allowance for these accounts was $13,000 and $56,000, respectively. Accounts receivable is also comprised of certain unbilled accounts receivable for services completed under TOS that have not been billed as of the balance sheet date. As of April 30, 2018 and 2017, the Company had unbilled receivables of $2.1 million and $1.6 million, respectively.

~~Restricted Cash~~

As of April 30, 2018 and 2017, the Company has restricted cash of $150,000 and $150,000, respectively, which is classified as a non-current asset on the consolidated balance sheets. This restricted cash serves primarily as collateral for corporate credit cards to provide financial assurance that the Company will fulfill its obligations. The cash is held in custody by the issuing bank, is restricted as to withdrawal or use, and is currently invested in an interest-bearing Certificate of Deposit (“CD”). As of November 2017, the Company has switched vendors and is no longer obligated to restrict this cash. The CD matures in the second quarter of fiscal 2019 at which time the Company will not renew and will no longer account for this as restricted cash.

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, ~~and~~ computer hardware and software, and internally developed software. Assets in progress include equipment or software not yet placed in ~~service for the new laboratory facility.~~service. Depreciation and amortization is calculated on a straight-line basis over the estimated useful lives of the various assets ranging from three to ~~seven~~nine years. ~~Property~~Refer to Footnote 4, "Property and ~~equipment consisted~~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 ~~following (in thousands):~~

April 30,
2018 2017
Furniture and fixtures $ 73
$ 74
Computer equipment and software 973
872
Laboratory equipment 2,490
918
Assets in progress 15
472
Leasehold improvements —
2

Total property and equipment 3,551
2,338
Less: Accumulated depreciation and amortization (1,468 ) (1,122 )

Property and equipment, net $ 2,083
$ 1,216

~~Depreciation~~consolidated balance sheet as both a right-of-use asset ("ROU") and ~~amortization expense was $360,000 and $168,000 for~~lease liability, calculated by discounting fixed lease payments over the years ended April 30, 2018 and 2017, respectively. The company disposed of fixed assets which reduced total property and equipment and accumulated depreciation by $16,000 and $(13,000), respectively, leaving a gain on disposal of fixed asset of $3,000. Additionally, includedlease term at the rate implicit in ~~“Laboratory equipment” as of April 30, 2018 and 2017 is a capital~~the lease ~~asset of $130,000 and $124,000, respectively. Depreciation and amortization expense relating~~or the ~~capital lease was $26,753 and $24,045 for~~Company’s incremental borrowing rate. As the ~~years ended April 30, 2018 and 2017, respectively.~~

~~Capital Lease~~

~~In November 2014,~~Company's leases do not provide an implicit rate, the Company ~~entered into a lease for laboratory equipment. The lease was determined to be a capital lease that has costs of approximately $149,000,~~uses an incremental borrowing rate based on the information available at ~~inception, through November 2019. The current monthly capital lease payment is approximately $3,000.~~

~~The following is a schedule by years of future minimum lease payments under this capital lease together with~~commencement date in determining the present value of lease payments. Lease liabilities are increased by interest and reduced by payments each period, and the ~~net minimum~~right-of-use asset is amortized over the lease ~~payments as of April 30, 2018 (table in thousands):~~

For the Years Ended April 30, 2019 $ 28
2020 16
Total minimum lease payments 44
Less: amount representing interest (2 )
Present value of minimum payments 42
Less: current portion (26 )
$ 16

~~The present value of minimum future obligations shown above is calculated based~~term. For operating leases, interest on ~~interest rate of 5%. The short-term~~the lease liability and ~~long-term components~~the amortization of the ~~capital~~right-of-use asset result in straight-line rent expense over the lease ~~obligation are included in accrued liabilities and other non-current liabilities, respectively at April 30, 2018 and 2017.~~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

~~CHAMPIONS ONCOLOGY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

Company has ~~not~~0t recognized any impairment losses for the Company’s long-lived assets for the years ending April 30, ~~2018~~2021 and ~~2017.~~2020.

Other long term assets

Other long term assets represents ~~amount~~amounts relating to lease deposits for our Hackensack, New Jersey and Rockville, Maryland locations.

Goodwill

Goodwill represents the excess of the ~~cost~~purchase price over the fair ~~market~~ value of the net tangible and identifiable intangible assets acquired ~~including identifiable assets. Goodwill is tested annually, or more frequently if circumstances indicate potential impairment, by comparing its fair value to its carrying amount.~~in a business combination. The ~~determination of whether or not goodwill is impaired involves significant judgment. Although the~~ Company ~~believes its goodwill is not impaired, changes in strategy or market conditions could significantly impact the judgments and may require future adjustments to~~evaluates the carrying value of ~~goodwill. The Company uses a two-step~~goodwill annually in connection with the annual budgeting and forecast process ~~to test for goodwill impairment. The first step is to screen for potential impairment, while the second step measures the amount of the impairment,~~and also between annual evaluations if ~~any. The first step of the goodwill impairment test compares the fair value of each reporting unit with its carrying amount, including goodwill. 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, ~~goodwill~~including goodwill. Fair value is ~~not impaired. If~~typically estimated using a discounted cash flow analysis, which requires the ~~carrying~~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 ~~reporting unit’s net assets, including goodwill, exceeds~~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 reporting unit, then the Company determines the implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, then an impairment of goodwill has occurred and an impairment loss would be recognized for the difference between the carrying amount and the implied fair value of goodwill as a component of operating income. The implied fair value of goodwill is calculated by subtracting the fair value of tangible and intangible assets associated with the reporting unit from the fair value of thebusiness unit. ~~The Company tests for goodwill impairment at the reporting unit segment level.~~

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company has 1 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 ~~recognized~~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 ~~losses for the Company’s~~indicators. The Company recognized goodwill impairment for the years ended April 30, ~~2018~~2021 and ~~2017.~~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 ~~represents~~represent amounts ~~relating to deferred rent~~ for ~~our Rockville, Maryland laboratory facility, non-current portion of capital lease for laboratory equipment and~~ uncertain tax positions relating to one of our foreign entities.

~~Revenue Recognition~~

The Company derives revenue from its TOS and POS businesses. Translational oncology solutions offer a preclinical TumorGraft 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. Personalized oncology solutions assist physicians by providing information to help guide the development of personalized treatment plans for their patients using our core offerings, including testing oncology drugs and drug combinations on personalized TumorGrafts, and through other products. The Company recognizes revenue when the following four basic criteria are met: (i) a contract has been entered into with its customers; (ii) delivery has occurred or services rendered to its customers; (iii) the fee is fixed and determinable as noted in the contract; and (iv) collectability is reasonably assured. The Company utilizes a proportional performance revenue recognition model for its TOS business, under which it recognizes revenue as performance occurs, based on the relative outputs of the performance that have occurred up to that point in time under the respective agreement, typically the delivery of reports to its customers documenting the results of testing protocols.

When a TOS or POS arrangement involves multiple elements, the items included in the arrangement (deliverables) are evaluated to determine whether they represent separate units of accounting. The Company performs this evaluation at the inception of an arrangement and as each item in the arrangement is delivered. Generally, the Company accounts for a deliverable (or a group of deliverables) separately if: (i) the delivered item(s) has standalone value to the customer, and (ii) if the Company has given the customer a general right of return relative to the delivered item(s) and the delivery or performance of the undelivered item(s) or service(s) is probable and substantially in the Company’s control. All revenue from contracts determined not to have separate

~~CHAMPIONS ONCOLOGY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

units of accounting is recognized based on consideration of the most substantive delivery factor of all the elements in the contract or if there is no predominant deliverable upon delivery of the final element of the arrangement.

Cost of Oncology ~~Solutions~~Services

Cost of oncology ~~solutions~~services relates primarily to our TOS ~~and POS~~ business ~~units.~~unit. TOS costs consist of direct costs related to laboratory supplies, mice purchases, and maintenance costs for studies completed internally ~~and~~as well as charges from ~~CROs~~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.~~products and services. All costs of performing studies in-house are expensed as incurred. All ~~TOS~~ costs of performing studies from external sources, ~~if any,~~ are expensed when incurred. POS consists of costs related to implantations, drug panels, tumor boards, and gene sequencing services, as well as indirect internal costs, such as salaries for personnel directly engaged in these products. Direct costs associated with implantation revenues are primarily related to mice purchases and maintenance and shipping of tumor tissue. Direct drug panel costs are primarily incurred from mice purchases and maintenance and drug purchases. Direct tumor board costs are primarily related to physicians’ honorariums and any tumor board participation costs such as travel, lodging and meals. Direct gene sequencing costs are primarily related to costs billed from the gene sequencing service provider. All POS costs are expensed as incurred.

Research and Development

Research and development costs represent both costs incurred internally for research and development activities, including personnel costs, ~~and~~ 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

~~Selling~~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.

~~Basic and Dilutive Loss~~Earnings Per ~~Common~~ 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 ~~loss~~income per share is computed by dividing the net ~~loss~~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. ~~For the twelve months ended April 30, 2018 and 2017, basic and dilutive loss per share were the same, as the potentially dilutive securities did not have a dilutive effect.~~

Year Ended April 30,
2018 2017
Basic and diluted net loss per share computation (dollars in thousands except per share amounts)

Net loss attributable to common stockholders $ (1,476 ) $ (6,884 )
Weighted Average common shares 10,991,105
10,684,395
Basic and diluted net loss per share $ (0.13 ) $ (0.64 )

~~The following table reflects the total potential stock-based instruments outstanding at April 30, 2018 and 2017 that could have an effect on the future computation of dilution per common share:~~

Year Ended April 30
2018 2017
Stock options 2,705,845
2,308,704
Warrants 2,004,284
2,004,284

Total common stock equivalents 4,710,129
4,312,988

~~CHAMPIONS ONCOLOGY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

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, net~~vest. In the event of ~~estimated forfeitures. If actual~~ forfeitures, ~~differ from management’s estimates,~~ 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, ~~2018~~2021 and ~~2017,~~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. ~~The~~As of April 30, 2021 and 2020 the Company has recorded ~~$151,000~~$181,000 and ~~$121,000~~$178,000, respectively, of liabilities related to uncertain tax positions relative to one of its foreign ~~operations as of April 30, 2018 and 2017, respectively.~~operations.

The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company ~~had no accrual~~accrued $3,000 and $27,000, for interest orand penalties on the Company’s ~~balance sheets at April 30, 2018 and 2017, and has not recognized interest and/or penalties in the~~ statement of operations for ~~either period. We do~~the years ended April 30, 2021 and 2020, respectively. The Company does not anticipate any significant unrecognized tax benefits ~~will~~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.

~~Recent Accounting Pronouncements~~Revenue Recognition

~~In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue~~The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with ~~Customers” (“ASU 2014-09”), which supersedes nearly all existing~~Customers. The objective of the standard is to establish a single comprehensive revenue recognition ~~guidance under GAAP. The core principle~~model that is designed to create greater comparability of ~~ASU 2014-09 is~~financial statements across industries and jurisdictions. Under this standard, companies recognize revenue to ~~recognize revenues when promised~~depict the transfer of goods or services ~~are transferred~~ 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 ~~an entity expects~~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. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within~~services that are distinct), (3) determination of the ~~revenue recognition process than are required under existing GAAP. In addition, this guidance requires new or expanded disclosures related~~transaction price, (4) allocation of the transaction price to the ~~judgments made~~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 ~~companies when following this framework~~governmental authorities, such as value added taxes, that are imposed on and ~~additional quantitative disclosures~~concurrent with specific revenue generating transactions.

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Pharmacology Study and Other Services

regarding contract balances and remaining performance obligations. On July 9, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption of ASU 2014-09 is permitted but not before the original effective date (annual periods beginning after December 15, 2016). When effective, ASU 2014-09 prescribes either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients; or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company will adopt this guidance on May 1, 2018.

The Company has evaluated the overall impact that ASU 2014-09 will have on the Company’s consolidated financial statements, as well as the expected timing and method of adoption. The Company established an implementation team, including external advisers, and is finalizing the review of the Company’s revenue portfolio and related contracts across its various business units and geographies. Discussions regarding changes to the Company’s current accounting policies and practices remain ongoing and preliminary conclusions are subject to change.

~~Upon adoption, the Company will recognize revenue from~~generally enters into contracts with customers ~~as each~~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 ~~is satisfied, either at~~because the Company provides a ~~point in time or over a period of time, based on when control transfers to customers. The adoption of this update is not expected to have a material impact on our consolidated financial statements.~~highly-integrated service.

The Company ~~plans~~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 ~~adopt~~ the ~~new~~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 ~~recognition standard~~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 ~~modified retrospective transition method by recognizing~~contract. In general, the ~~cumulative effect of applying~~Company's intention in its invoicing (payment terms) is to maintain cash neutrality over the ~~standard as an adjustment to the Company’s Balance Sheet. The Company has been assessing the impact~~life of the ~~new revenue recognition standard, and~~contract. Upfront payments, when they occur, are intended to cover certain expenses the Company ~~does not anticipate being able to provide~~incurs at the ~~full impact on~~beginning of the ~~Balance Sheets or Statements of Operations until they complete the review of all of their contracts during fiscal 2019. From the initial review and assessment of a sample of contracts with customers,~~contract. Neither the Company ~~will evaluate the measurement~~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 ~~for certain~~is utilized and revenue recognized exceeds the amount billed to the customer.

Deferred revenue consists of ~~its co-clinical contracts under the new standard. The Company will also provide enhanced disclosure regarding revenue recognition, including disclosures~~unearned payments received in excess of revenue ~~streams, performance obligations, variable consideration~~recognized. As the contracted services are subsequently performed and the ~~related judgments and estimates necessary to apply~~associated revenue is recognized, the ~~new standard.~~

~~The Company plans to adopt~~deferred revenue balance is reduced by the ~~new~~amount of the revenue ~~recognition standard under~~recognized during the ~~modified retrospective transition method by recognizing~~period. Deferred revenue is classified as a current liability on the ~~cumulative effect of applying the standard~~consolidated balance sheet as ~~an adjustment to the Company’s Balance Sheet. Until~~ the Company ~~completes testing of~~expects to recognize the ~~new~~associated revenue ~~recognition standard,~~in less than one year.

Accounting Pronouncements Being Evaluated

In June 2016, the Company does not anticipate being able to provide the impact of the new standard on the Balance Sheet or Statements of Operations; however, from the initial review and assessment of a sample of contracts with customers, the Company does not anticipate the new accounting pronouncement to have a material impact on the Company’s financial statements, except enhanced disclosure regarding revenue recognition, including disclosures of revenue streams, performance obligations, variable consideration and the related judgments and estimates necessary to apply the new standard.

~~In August 2014, the~~Financial Accounting Standards Board (FASB) FASB issued ~~ASU~~Accounting Standards Update (ASU) No. ~~2014-15, “Disclosure~~2016-13, "Financial Instruments - Credit Losses". This update requires immediate recognition of ~~Uncertainties about an Entity’s Ability to Continue~~management’s estimates of current expected credit losses ("CECL"). Under the prior model, losses were recognized only as a Going Concern”. The amendments in this update state that in connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued, when applicable). The amendments in this update are effective for the annual reporting period beginning after December 15, 2016 and for annual periods and interim periods thereafter. Early application is permitted. The Company adopted this updated in fiscal 2018 and did not have a material impact on our consolidated financial statements.

~~In February 2016, the FASB ASU No. 2016-02, Leases.~~they were incurred. The new ~~standard will require most leases~~model is applicable to ~~be recognized on the balance sheet which will increase reported assets and liabilities. Lessor accounting remains substantially similar to current guidance.~~all financial instruments that are not accounted for at fair value through net income. The ~~new~~ standard is effective for ~~annual and interim periods in~~ fiscal years beginning after December 15, ~~2018, which~~2022 for uspublic entities qualifying as smaller reporting companies. Early adoption is ~~the first quarter of fiscal 2019 and mandates a modified retrospective transition method.~~permitted. We are currently assessing the impact of this update on our consolidated financial ~~statements.~~

~~In April 2016,~~statements and have not yet determined the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting”. The new standard simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU No. 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted this standard in fiscal 2018 and, as expected, it did not have a material 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)

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments” . The new standard attempts to reduce diversity in practice in how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU No. 2016-15 provides guidance on eight specific cash flow issues. The new guidance will be effective for fiscal yearsinterim periods within those annual periods, beginning after December 15, ~~2017~~2020. We are currently assessing the potential impact of this ASU on our consolidated financial statements and ~~interim periods within those fiscal years. Early adoption is permitted including adoption in an interim period. We~~ do not ~~intend to early adopt and the adoption of this update is not expected to have~~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~~“Intangibles - Goodwill and ~~Other~~Other” (Topic 350): ~~“Simplifying~~Simplifying the Test for Goodwill ~~Impairment”~~Impairment (ASU 2017-04). ~~The update~~This new standard simplifies how an entity is required to test goodwill for impairment by eliminating ~~Step 2~~a step from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. It affects public entities that have goodwill reported in their financial statementsASU 2017-04 allows for prospective application and ~~have not elected the private company alternative~~is effective for the subsequent measurement of goodwill. A public entity that is a U.S. Securities and Exchange Commission ("SEC") filer should adopt the amendments in this update for its annual or any interim goodwill impairment tests in 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. ~~For~~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 ~~amendments are~~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 ~~January~~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 Company has early adopted this ASU in fiscal 2018.~~ The adoption of this ASU did not have a material impact on ~~our~~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)


	April 30, 2021		April 30, 2020

Accounts receivable	$	4,304	$	2,655
Unbilled services	3,020		2,404
Total accounts receivable and unbilled services	7,324		5,059
Less: allowance for doubtful accounts	(338)		(289)
Total accounts receivable, net	$	6,986	$	4,770

Deferred revenue was as follows (in thousands):


	April 30, 2021		April 30, 2020

Deferred revenue	$	6,256	$	5,815

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):


	April 30,
	2021		2020
Furniture and fixtures	$	246	$	180
Computer equipment and software	1,461		1,209
Laboratory equipment	6,640		4,818
Capitalized software development costs	484		0
Assets in progress	1,211		554
Leasehold improvements	4		4

Total property and equipment	10,046		6,765
Less: Accumulated depreciation and amortization	(3,956)		(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 2 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 0 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:


	Year Ended April 30,
	2021		2020
Pharmacology services	$	39,473	$	31,262
Personalized oncology services	166		790
Other TOS revenue	1,401		71
Total oncology services revenue	$	41,040	$	32,123

Contract Balances

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 3.6. Significant Customers

For the ~~year~~years ended April 30, ~~2018, two~~2021 and 2020, none of our customers accounted for more than 10.0% of our total revenue in the amount of $4.2 million and $2.6 million, or 20.6% and 12.8%. The revenue from these customers is part of the TOS business and captured in the consolidated oncology solutions revenue line item within the income statement.

For the year ended April 30, 2017, one of our customers accounted for more than 10.0% of our total revenue in the amount of $3.3 million, or 21.3%. The revenue from this customer is part of the TOS business and was captured in the consolidated oncology solutions revenue line item within the income statement.revenue.

As of April 30, ~~2018, two~~2021 and 2020, none of our customers accounted for more than 10.0% of our total accounts receivable ~~balance in the amount of $878,530 and $736,071, or 22.6% and 19.0%, respectively.~~balance.

~~As of April 30, 2017, two of our customers accounted for more than 10.0% of our total accounts receivable balance in the amount of $994,095 and $256,022, or 43.7% and 11.3%, respectively.~~

CHAMPIONS ONCOLOGY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4.7. Commitments and Contingencies

~~Operating Leases~~

The Company currently leases its office and laboratory facilities under non-cancelable operating leases. Rent expenses totaled $657,000 and $398,000 for the years ended April 30, 2018 and 2017, respectively. The Company considers its facilities adequate for our current operational needs.

~~The Company leases the following facilities under non-cancelable operating lease agreements:~~

One University Plaza, Suite 307, Hackensack, New Jersey 7601, which, since November 2011, serves as the Company’s corporate headquarters. The lease expires in November 2021. The Company recognized $90,000 and $86,000 of rental costs relative to this lease for fiscal 2018 and 2017, respectively.

~~450 East 29t~~h Street, New York, New York, 10016, which was a laboratory facility. The Company recognized $52,000 and $207,000 of rental expense for fiscal 2018 and 2017, respectively. This lease expired in May 2017 and was not renewed.

1330 Piccard Drive, Suite 025, Rockville, MD 20850, which consists of laboratory and office space where the Company will conduct operations related to its primary service offerings. The Company executed this lease on January 11, 2017. The operating commencement date was August 11, 2017. This lease expires in August 2028. The Company recognized $454,000 and nil of rental expense for fiscal 2018 and 2017, respectively.

~~910 Clopper Road,~~Suites 260S and 280S, Gaithersburg, Maryland 20878, which consists of laboratory and office space where the Company will conduct operations related to its primary service offerings. The Company executed this lease on April 1, 2018. The operating commencement date is May 1, 2018. This lease expires in August 31, 2028. The Company recognized nil of rental expense for fiscal 2018 and 2017.

~~CHAMPIONS ONCOLOGY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~Future minimum lease payments due each fiscal year are as follows (in thousands):~~

2019 $ 437,983
2020 740,249
2021 817,864
2022 790,243
2023 745,872
Thereafter $ 3,798,433
Total $ 7,330,644

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~~NaN to ~~$7,000~~$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 5%12.5% of the contract price after recouping certain initiation costs. AsSome of these arrangements also set forth an annual minimum royalty due regardless of tumor models used for sale. For the years ended April 30, ~~2018, no royalties~~2021 and 2020, we have ~~been~~ paid or ~~incurred.~~accrued approximately $127,000 and $128,000 related to these royalty arrangements, respectively.

Note 5.8. Stock-based Payments

Stock-based compensation in the amount of ~~$1.0 million~~$598,000 and ~~$2.6 million~~$600,000 was recognized for years ended April 30, ~~2018~~2021 and ~~2017,~~2020, respectively. Included in stock-based compensation expense for the twelve months ended April 30, 2018 and 2017 under "general and administrative" line item is an option modification charge of $56,529 and $612,534, respectively, and $15,000 related to the issuance of common stock as compensation for services performed. Stock-based compensation costs were recorded as follows (in thousands):


	Year Ended April 30,
	2021		2020
General and administrative	$	292	$	328
Sales and marketing	199		237
Research and development	23		13
TOS cost of sales	84		21
POS cost of sales	0		1

Total stock-based compensation expense	$	598	$	600

Year Ended April 30,
2018 2017
General and administrative $ 689
$ 2,193
Sales and marketing 112
201
Research and development 166
216
TOS cost of sales 65
50
POS cost of sales 2
2

Total stock-based compensation expense $ 1,034
$ 2,662

2010 Equity Incentive Plan

~~CHAMPIONS ONCOLOGY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

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 ~~Incentive~~ 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, ~~2018~~2021 and ~~2017~~2020 were as follows:


	Year Ended April 30,
	2021	2020
Expected term in years	3-6	3 - 6
Risk-free interest rates	0.1% - 0.5%	1.3% - 1.8%
Volatility	70% - 75%	69% - 71%
Dividend yield	0%	0%

Year Ended April 30,
2018 2017
Expected term in years 3 - 6 3 - 6
Risk-free interest rates 1.8% - 2.6% 0.6% - 1.9%
Volatility 84% - 88% 72% - 88%
Dividend yield —% —%

The weighted average fair value of stock options granted during the years ending April 30, ~~2018~~2021 and ~~2017,~~2020, was ~~$2.19~~$5.11 and ~~$1.71,~~$5.33, respectively. The Company’s stock options activity and related information as of and for the years ended April 30, ~~2018~~2021 and ~~2017~~2020 is as follows:

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
	Non- Employees	Directors and Employees		Total		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding, May 1, 2017	50,000	2,258,704		2,308,704		$	2.86	6.1	$	1,282,000
Outstanding, May 1, 2020											Outstanding, May 1, 2020	43,332	2,228,326	2,271,658	$	3.23	5.0	$	10,663,000
Granted	—	455,310		455,310		3.01		9.6	$	603,000	Granted	0	135,834	135,834	9.24		7.3	$	259,000
Exercised	—	(12,500	)	(12,500	)	3.00					Exercised	(1,160)	(686,178)	(687,338)	2.33
Canceled	—	—		—		—					Canceled	(923)	(47,751)	(48,674)	6.03
Forfeited	—	(7,042	)	(7,042	)	6.86					Forfeited	0	(12,000)	(12,000)	7.48
Expired	—	(38,627	)	(38,627	)	5.21					Expired	(5,834)	0	(5,834)	10.80

Outstanding, April 30, 2018	50,000	2,655,845		2,705,845		2.85		5.9	$	5,265,000
Outstanding, April 30, 2021											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, 2018	50,000	2,655,845		2,705,845		2.85		5.9	$	5,265,000
Vested and expected to vest as of April 30, 2021											Vested and expected to vest as of April 30, 2021	35,415	1,618,231	1,653,646	3.96		5.4	$	11,384,000

Vested as of April 30, 2018	25,836	2,436,263		2,462,099		2.79		5.6	$	5,036,000
Vested as of April 30, 2021											Vested as of April 30, 2021	9,584	1,323,270	1,332,854	3.34		4.8	$	9,995,000


													Non- Employees	Directors and Employees	Total	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
	Non- Employees		Directors and Employees		Total		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding, May 1, 2016	51,250		2,161,507		2,212,757		$	5.58	6.1	$	10,000
Outstanding, May 1, 2019												Outstanding, May 1, 2019	50,000	2,373,626	2,423,626	$	3.19	5.3	$	14,557,000
Granted	—		2,420,681		2,420,681		1.99					Granted	0	229,833	229,833	5.33		8.1	544,000
Exercised	—		—		—		—					Exercised	0	(248,495)	(248,495)	2.31
Canceled	—		(1,793,779	)	(1,793,779	)	4.92					Canceled	0	(11,824)	(11,824)	7.96
Forfeited	—		(421,487	)	(421,487	)	2.03					Forfeited	0	(44,813)	(44,813)	7.85
Expired	(1,250	)	(108,218	)	(109,468	)	7.86					Expired	(6,668)	(70,001)	(76,669)	8.04

Outstanding, April 30, 2017	50,000		2,258,704		2,308,704		2.86		6.1	$	1,282,000
Outstanding, April 30, 2020												Outstanding, April 30, 2020	43,332	2,228,326	2,271,658	3.23		5.0	$	10,663,000

Vested and expected to vest as of April 30, 2017	50,000		2,258,704		2,308,704				6.1	$	1,282,000
Vested and expected to vest as of April 30, 2020												Vested and expected to vest as of April 30, 2020	43,332	2,228,326	2,271,658	3.23		5.0	$	10,663,000

Vested as of April 30, 2017	33,336		2,028,469		2,061,805		2.93		5.9	$	1,101,000
Vested as of April 30, 2020												Vested as of April 30, 2020	17,501	1,926,117	1,943,618	2.83		4.5	$	9,898,000


Delaware		52-1401755
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

~~Delaware~~		~~52-1401755~~
~~(State or other jurisdiction of~~	~~(I.R.S. Employer~~
~~incorporation or organization)~~	~~Identification No.)~~

One University Plaza, Suite 307	07601
Hackensack, New Jersey		(Zip Code)
(Address of principal executive offices)


PART I
Item 1.			Business	2
Item 1A.			Risk Factors	6
Item 1B.			Unresolved Staff Comments	14
Item 2.			Properties	14
Item 3.			Legal Proceedings	15
Item 4.			Mine Safety Disclosures	15

PART III
Item 1.5.			~~Business~~	2
~~Item 1A.~~	~~Risk Factors~~	6
~~Item 1B.~~	~~Unresolved Staff Comments~~	12
~~Item 2.~~	~~Properties~~	12
~~Item 3.~~	~~Legal Proceedings~~	12
~~Item 4.~~	~~Mine Safety Disclosures~~	12

~~PART II~~
~~Item 5.~~	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1215
Item 6.			Selected Financial Data	1316
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	1316
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk	1923
Item 8.			Financial Statements and Supplementary Data	1923
Item 9.			Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	1923
Item 9A.			Controls and Procedures	1923
Item 9B.			Other Information	1924

PART III
Item 10.			Directors, Executive Officers and Corporate Governance	1924
Item 11.			Executive Compensation	1925
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1926
Item 13.			Certain Relationships and Related Transactions, and Director Independence	1926
Item 14.			Principal Accounting Fees and Services	1926

PART IV
Item 15.			Exhibits, Financial Statement Schedules.	1926
Item 16.			Form 10-K Summary	2228
Signatures				2329
~~Exhibit Index~~



	High		Low
Fiscal Year Ended April 30, 2017:
First quarter	$	4.10	$	1.96
Second quarter	2.00		1.48
Third quarter	4.75		1.57
Fourth quarter	4.57		2.65


														For the Years Ended April 30,
	For the Years Ended April 30,													2021		% of Revenue		2020		% of Revenue		% Change
	2018			% of Revenue		2017			% of Revenue		% Change
Operating revenue:
Oncology solutions	$	20,241		100.0	%	$	15,411		100.0	%	31.3	%

Total operating revenue	20,241			100.0		15,411			100.0		31.3
Oncology services revenue													Oncology services revenue	$	41,040	100.0	%	$	32,123	100.0	%	27.8	%

Costs and operating expenses:													Costs and operating expenses:
Cost of oncology solutions	10,553			52.1		9,703			63.0		8.8
Cost of oncology services													Cost of oncology services	21,446		52.3		17,000		52.9		26.2

Research and development	4,401			21.7		4,293			27.9		2.5		Research and development	7,196		17.5		5,853		18.2		22.9
Sales and marketing	2,570			12.7		3,261			21.2		(21.2	)	Sales and marketing	5,520		13.5		4,242		13.2		30.1
General and administrative	4,071			20.1		4,963			32.2		(18.0	)	General and administrative	6,512		15.9		6,614		20.6		(1.5)
Goodwill Impairment													Goodwill Impairment	—		—		335		1.0		100.0

Total costs and operating expenses	21,595			106.6		22,220			144.3		(2.8	)	Total costs and operating expenses	40,674		99.2		34,044		106.0		19.5

Loss from operations	$	(1,354	)	(6.7	)%	$	(6,809	)	(44.3	)%	(80.1	)%
Income (loss) from operations													Income (loss) from operations	$	366	0.8	%	$	(1,921)	(6.0)	%	(119.1)	%



Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets			F-3
Consolidated Statements of Operations			F-4
Consolidated Statement of Changes in Stockholders' Equity			F-5
Consolidated Statements of Cash Flows			F-6
Notes to Consolidated Financial Statements			F-7



			þ			ANNUAL REPORT PURSUANT TO SECTION 13OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
						For the fiscal year ended April 30, ~~2018~~2021



			¨			TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
						For the transition period fromto


3.1
~~3.1~~	Amended and Restated Articles of Incorporation (incorporated by reference to Appendix A to the Company’s Information Statement on Schedule 14C filed March 7, 2011)

3.1.1		Certificate of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K filed April 28, 2015)

3.2		Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 9, 2017)

~~10.2~~4.1		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)


10.1		Employment Agreement, dated November 5, 2013, between the Company and Ronnie Morris, M.D. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed November 12, 2013)

~~10.3~~10.2		Amendment to Employment Agreement, dated March 16, 2015, between the Company and Ronnie Morris (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed March 20, 2015)

~~10.4~~

10.3		Offer letter dated June 3, 2013 between the Company and David Miller (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 3, 2013)

~~10.5~~10.4		Master Supply and Services Contract, made on December 3, 2013, between Pfizer, Inc. and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended January 31, 2014, filed March 14, 2013) **

~~10.6~~	2010 Equity Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive Information Statement on Schedule 14C filed March 7, 2011)

~~10.7~~10.5		Form of Note Purchase Agreement, dated December 1, 2014, between the Company and each of Joel Ackerman and Ronnie Morris (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 5, 2014)

~~10.8~~10.6		Form of Convertible Promissory Note, dated December 1, 2014, issued to each of Joel Ackerman and Ronnie Morris in connection with the Note Purchase Agreement, dated December 1, 2014 between the Company and each of Joel Ackerman and Ronnie Morris incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 5, 2014)

~~10.8.1~~10.7		Amendment No. 1 to Convertible Promissory Note, dated December 1, 2014 issued to Joel Ackerman in connection with the Note Purchase Agreement, dated December , 2014, between the Company and each of Joel Ackerman and Ronnie Morris (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 2, 2015)

~~10.8.2~~10.8		Amendment No. 1 to Convertible Promissory Note, dated December 1, 2014 issued to Ronnie Morris in connection with the Note Purchase Agreement, dated December , 2014, between the Company and each of Joel Ackerman and Ronnie Morris (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 2, 2015)

10.9		Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 30, 2011)

~~10.9.1~~	Amendment No. 1 to Securities Purchase Agreement, dated January 29, 2014, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 6, 2014)

~~10.9.2~~	Amended and Restated 2011 Securities Purchase Agreement, dated March 13, 2015, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 17, 2015)

~~10.10~~		Amended and Restated Registration Rights Agreement, dated January 28, 2013, between the Company and each person or entities that are signatories to (i) the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature page thereto, and (ii) the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 30, 2013)

~~10.11~~10.10		Form of warrant issued to each person or entities that are signatories to the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 30, 2013)



~~10.11.1~~10.11		Amendment No. 1 to warrants, dated March 13, 2015, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed March 17, 2015)

10.12		Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 30, 2013)

~~10.12.1~~	Amendment No. 1 to Securities Purchase Agreement, dated January 29, 2014, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 6, 2014)

~~10.12.2~~	Amended and Restated 2013 Securities Purchase Agreement, dated March 13, 2015, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 17, 2015)

~~10.14~~



10.13		Form of warrant issued to each person or entities that are signatories to the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 30, 2013)

~~10.14.1~~10.14		Amendment No. 1 to warrants, dated March 13, 2015, between the Company and each person or entities that are signatories to the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed March 17, 2015)

10.15		Put Right Agreement, dated January 29, 2014, between the Company and each of Joel Ackerman and Ronnie Morris (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 6, 2014)

10.16		Securities Purchase Agreement, dated March 11, 2015, between the Company and each investor identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 12, 2015)


10.17		Amended and Restated Registration Rights Agreement, dated March 13, 2015, between the Company and each person or entities that are signatories to (i) the Securities Purchase Agreement, dated March 24, 2011, between the Company and each investor identified on the signature page thereto, (ii) the Securities Purchase Agreement, dated January 28, 2013, between the Company and each investor identified on the signature page thereto, and (iii) the Securities Purchase Agreement, dated March 11, 2015, between the Company. And each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 17, 2015)

10.18		Form of Investor Warrant issued to each person or entities that are signatories to the Securities Purchase Agreement, dated March 11, 2015, between the Company and each investor identified on the signature page thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 17, 2015)

10.19		Option Exchange Agreement, dated March 16, 2015, between the Company and Joel Ackerman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 20, 2015)

10.20		Option Exchange Agreement, dated March 16, 2015, between the Company and Ronnie Morris (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 20, 2015)

10.21		~~Option Exchange Agreement, dated March 16, 2015, between the Company and James McGorry (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 20, 2015)~~

~~10.22~~	Option Exchange Agreement, dated March 16, 2015, between the Company and David Miller (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 20, 2015)

14		Code of Ethics (incorporated by reference to Exhibit 14 of the April 30, 2008 Form 10-KSB)

21		List of Subsidiaries (incorporated by reference to ~~exhibit~~Exhibit 21 of the Company's Form 10-K filed July 28, 2017)

23.1		Consent of Independent Registered Public Accounting Firm*



~~31.1~~
31.1						Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*

31.2						Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*

32.1						Section 1350 Certifications***

101.INS*						XBRL Instance Document.
101.SCH*						XBRL Taxonomy Extension Schema Document.
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*						XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document.


		CHAMPIONS ONCOLOGY, INC.

July 26, 2021		~~CHAMPIONS ONCOLOGY, INC.~~

~~July 30, 2018~~	/s/ RONNIE MORRIS
		Ronnie Morris
		Chief Executive Officer
		(principal executive officer)



Report of Independent Registered Public Accounting Firm			F-~~F-2~~2
Consolidated Balance Sheets			F-~~F-3~~4
Consolidated Statements of Operations			F-~~F-4~~4
Consolidated ~~Statement~~Statements of Changes in Stockholders' Equity			F-~~F-5~~6
Consolidated Statements of Cash Flows			F-~~F-6~~7
Notes to Consolidated Financial Statements			F-~~F-7~~8


	2021		2020
ASSETS
Current assets:
Cash	$	4,687	$	8,342
Accounts receivable, net	6,986		4,770
Prepaid expenses and other current assets	957		385

Total current assets	12,630		13,497

Operating lease right-of-use assets, net	8,521		2,798
Property and equipment, net	6,090		3,993
Other long term assets	15		128
Goodwill	335		335

Total assets	$	27,591	$	20,751

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,894	$	3,140
Accrued liabilities	2,231		2,721
Current portion of operating lease liabilities	$	818	$	503
Current portion of finance lease	0		125
Deferred revenue	6,256		5,815

Total current liabilities	11,199		12,304


Non-current portion operating lease liabilities	8,783		3,170

Other non-current liabilities	181		178

Total liabilities	$	20,163	$	15,652

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	13		13
Additional paid-in capital	79,945		77,978
Accumulated deficit	(72,530)		(72,892)

Total stockholders' equity	7,428		5,099

Total liabilities and stockholders' equity	$	27,591	20,751


	January 31, 2021
	3 Months Ended						9 Months Ended

	(unaudited)						(unaudited)
	As Reported		Impact of Adjustment		As Revised		As Reported		Impact of Adjustment		As Revised
Consolidated Income Statement
Cost of oncology services	$	4,842	$	(219)	$	4,623	$	15,822	$	(219)	$	15,603
Total costs and operating expenses	$	10,049	$	(219)	$	9,830	$	29,681	$	(219)	$	29,462
Income from operations	$	763	$	219	$	982	$	795	$	219	$	1,014
Net income	$	740	$	219	$	959	$	816	$	219	$	1,035
Basic EPS	$	0.06	$	0.01	$	0.07	$	0.06	$	0.02	$	0.08
Diluted EPS	$	0.05	$	0.02	$	0.07	$	0.06	$	0.01	$	0.07

Consolidated Balance Sheet
Accrued liabilities	$	2,426	$	(219)	$	2,207	$	2,426	$	(219)	$	2,207
Total current liabilities	$	11,414	$	(219)	$	11,195	$	11,414	$	(219)	$	11,195
Total liabilities	$	17,393	$	(219)	$	17,174	$	17,393	$	(219)	$	17,174

Accumulated deficit	$	(71,857)	$	219	$	(71,638)	$	(71,857)	$	219	$	(71,638)
Total stockholders' equity	$	7,867	$	219	$	8,086	$	7,867	$	219	$	8,086



	Common Stock			Treasury Stock				Additional Paid-in Capital		Accumulated Deficit			Total Stockholders' Equity
	Shares	Amount		Shares	Amount			Additional Paid-in Capital		Accumulated Deficit			Total Stockholders' Equity
Balance, May 1, 2016	8,704,846	$	9	269,685	$	(1,252	)	$	63,947	$	(62,466	)	$	238
Stock-based compensation	—	—		—	—			2,662		—			2,662
Sale of common stock, net of issuance costs of $742k	2,258,749	2		—	—			4,338		—			4,340
Issuance of common stock for services	18,564	—		—	—			44		—			44
Net loss	—	—		—	—			—		(6,884		)	(6,884		)

Balance, April 30, 2017	10,982,159	$	11	269,685	$	(1,252	)	$	70,991	$	(69,350	)	$	400
Stock-based compensation and modification expense	—	—		—	—			1,004		—			1,004
Issuance of common stock for services	8,569	—		—	—			37		—			37
Issuance of common stock on exercise of stock options	12,500	—		—	—			38		—			38
Net loss	—	—		—	—			—		(1,476		)	(1,476		)

Balance, April 30, 2018	11,003,228	$	11	269,685	$	(1,252	)	$	72,070	$	(70,826	)	$	3



	April 30, 2020

	As Previously Reported		Impact of adjustment		As Revised
Consolidated Balance Sheet
Accrued liabilities	$	2,502	$	219	$	2,721
Total current liabilities	$	12,085	$	219	$	12,304
Total liabilities	$	15,433	$	219	$	15,652

Accumulated deficit	$	(72,673)	$	(219)	$	(72,892)
Total stockholders' equity	$	5,318	$	(219)	$	5,099


	For the year ended
	April 30, 2020
	As Previously Reported		Impact of Adjustment		Revised as
Consolidated Income Statement
Cost of oncology services	$	16,882	$	118	$	17,000
Total costs and operating expenses	$	33,926	$	118	$	34,044
Loss from operations	$	(1,803)	$	(118)	$	(1,921)
Net loss	$	(1,975)	$	(118)	$	(2,093)
Basic and diluted EPS	$	(0.17)	$	(0.01)	$	(0.18)



For the Years Ended April 30,	2019	$	28
	2020	16
Total minimum lease payments		44
Less: amount representing interest		(2		)
Present value of minimum payments		42
Less: current portion		(26		)
		$	16



	Year Ended April 30
	2018	2017
Stock options	2,705,845	2,308,704
Warrants	2,004,284	2,004,284

Total common stock equivalents	4,710,129	4,312,988



2019	$	437,983
2020	740,249
2021	817,864
2022	790,243
2023	745,872
Thereafter	$	3,798,433
Total	$	7,330,644


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding, May 1, 2019	1,671,440	$	6.20	0.9	$	5,730,000
Granted	0	0		—	0
Exercised	(858,695)	5.62		—	10,045,000
Forfeited	(760,601)	5.76		—	8,587,000
Expired	(52,144)	4.85		—	700,000

Outstanding, April 30, 2020	0	$	0	—	$	0


	Year Ended April 30, 2021
	Federal		State		Foreign		Total
Current	$	—	$	13	$	62	$	75



Total	$	—	$	13	$	62	$	75



	Year Ended April 30, 2018
	Federal		State		Foreign		Total
Current	$	—	$	3	$	30	$	33

Total	$	—	$	3	$	30	$	33


	Year Ended April 30, 2017										Year Ended April 30, 2020
	Federal			State		Foreign		Total			Federal		State		Foreign		Total
Current	$	(14	)	$	—	$	33	$	19	Current	$	0	$	3	$	127	$	130


Total	$	(14	)	$	—	$	33	$	19	Total	$	0	$	3	$	127	$	130



	As of April 30,
	2018			2017
Accrued liabilities	$	71		$	103
Depreciation and amortization	(58		)	—
State taxes	1			22
Stock-based compensation expense	4,466			6,503
Capitalized research and development costs	43			195
Foreign net operating loss carry-forward	208			214
Net operating loss carry-forward	9,678			14,786

Total deferred tax assets	14,409			21,823
Less: Valuation allowance	(14,409		)	(21,779		)

Net deferred tax asset	$	—		$	44


	April 30, 2021	May 1, 2020
Operating lease right-of-use assets, net	8,521	2,798
Current portion of operating lease liabilities	818	503
Non-current portion of operating lease liabilities	8,783	3,170


2022	$	2,437
2023	2,530
2024	2,673
2025	2,713
2026	2,757
Thereafter	7,904
Total	$	21,014


Exhibit No.

~~Exhibit No~~. 3.1

~~3.1~~	Amended and Restated Articles of Incorporation (incorporated by reference to Appendix A to the Company’s Information Statement on Schedule 14C filed March 7, 2011)

3.1.1		Certificate of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K filed April 28, 2015)

3.2		Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 9, 2017)

4.1		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)

~~10.2~~



10.1		Employment Agreement, dated November 5, 2013, between the Company and Ronnie Morris, M.D. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed November 12, 2013)

~~10.3~~10.2		Amendment to Employment Agreement, dated March 16, 2015, between the Company and Ronnie Morris (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed March 20, 2015)

~~10.4~~10.3		Offer letter dated June 3, 2013 between the Company and David Miller (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 3, 2013)

~~10.5~~10.4		Master Supply and Services Contract, made on December 3, 2013, between Pfizer, Inc. and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended January 31, 2014, filed March 14, 2013) **

~~10.6~~	2010 Equity Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive Information Statement on Schedule 14C filed March 7, 2011)

~~10.7~~10.5		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)