Champions Oncology Inc.

01/30/2026 | Press release | Distributed by Public on 01/30/2026 14:56

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Brainin Robert Lawrence
2. Issuer Name and Ticker or Trading Symbol
CHAMPIONS ONCOLOGY, INC. [CSBR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
C/O CHAMPIONS ONCOLOGY, INC, ONE UNIVERSITY PLAZA, SUITE 307
3. Date of Earliest Transaction (Month/Day/Year)
07/16/2025
(Street)
HACKENSACK, NJ 07601
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to purchase Common Stock $7.8 07/16/2025 A 225,000 (1) 07/16/2035 Common Stock 225,000 $7.8 299,163 D
Option to purchase Common Stock $7.8 07/16/2025 A 62,500 (2) 07/16/2035 Common Stock 62,500 $7.8 361,663 D
Option to purchase Common Stock $7.8 07/16/2025 A 62,500 (3) 07/16/2035 Common Stock 62,500 $7.8 424,163 D
Option to purchase Common Stock $7.8 07/16/2025 A 150,000 (4) 07/16/2035 Common Stock 150,000 $7.8 574,163 D
Option to purchase Common Stock $7.8 07/16/2025 A 100,000 (5) 07/16/2035 Common Stock 100,000 $7.8 674,163 D
Option to purchase Common Stock $7.8 07/16/2025 A 100,000 (6) 07/16/2035 Common Stock 100,000 $7.8 774,163 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brainin Robert Lawrence
C/O CHAMPIONS ONCOLOGY, INC
ONE UNIVERSITY PLAZA, SUITE 307
HACKENSACK, NJ 07601
X CEO

Signatures

/s/ Robert L. Brainin 01/30/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The options vest and become exercisable as follows: 25% will vest on the one-year anniversary of the grant date on July 16, 2026; the balance will vest ratably at a rate of 1/36th each month thereafter.
(2) The options will vest and be exercisable if the Company achieves EBITDA of $25 million over any consecutive four quarter period (based on the Company's fiscal year).
(3) The options will vest and be exercisable when $15 million of the Company's data revenue is recognized over any consecutive four quarter period (based on the Company's fiscal year).
(4) The options will vest and be exercisable if (i) the Company achieves EBITDA of $35 million over any consecutive four quarter period (based on the Company's fiscal year) or (ii) when $30 million of the Company's data revenue is recognized over any consecutive four quarter period (based on the Company's fiscal year).
(5) The options will vest and be exercisable on the first date on which the average closing price (rounded to the nearest penny) of the Company's listed stock for the then previous forty five (45) calendar days is equal to or greater than the $16.00 Strike Price.
(6) The options will vest and be exercisable on the first date on which the average closing price (rounded to the nearest penny) of the Company's listed stock for the then previous forty five (45) calendar days is equal to or greater than the $24.00 Strike Price.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Champions Oncology Inc. published this content on January 30, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 30, 2026 at 20:56 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]