01/30/2026 | Press release | Distributed by Public on 01/30/2026 14:56
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FORM 4
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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 |
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| 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) | ||
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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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Brainin Robert Lawrence C/O CHAMPIONS ONCOLOGY, INC ONE UNIVERSITY PLAZA, SUITE 307 HACKENSACK, NJ 07601 |
X | CEO | ||
| /s/ Robert L. Brainin | 01/30/2026 | |
| **Signature of Reporting Person | Date |
| * | 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. |