UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 2123, 2025

CHAMPIONS ONCOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-11504

52-1401755

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer

of Incorporation)

Identification No.)

1 University Plaza, Suite 307, Hackensack, New Jersey 07601

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (201) 808-8400

N/A

(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


			¨			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			¨			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			¨			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section~~whether 12the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (b§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

CSBR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

INFORMATION TO BE INCLUDED IN THE REPORT

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On July 1823, 2025, Champions Oncology, Inc. (the “Company”) ~~announced~~issued a press release regarding the ~~hiring~~Company’s ~~and~~audited ~~appointment~~financial ofresults ~~Robert~~for ~~Brainin~~its tofiscal ~~serve~~year asended April 30, 2025. A copy of the Company’s ~~Chief~~press ~~Executive~~release ~~Officer,~~is ~~effective~~attached hereto as ofExhibit ~~August 25, 2025~~99. 1.

~~Mr.~~The ~~Brainin,~~information ~~age~~contained ~~54,~~under ~~has~~Item ~~served as a member of the Company's Board of Directors since February 2021 and will remain a Director following his appointment to Chief Executive Officer~~2.02 ~~He brings more than 25 years of experience~~ in ~~life~~this ~~sciences~~Current ~~and~~Report ~~technology. Most~~shall ~~recently,~~not ~~Mr.~~be ~~Brainin~~deemed ~~served~~“filed” asfor ~~Chief~~purposes ~~Business~~of ~~Officer~~Section ~~and~~18 ~~Executive~~of ~~Vice~~the ~~President~~Securities atExchange ~~Veracyte,~~Act an oncology diagnostics company, since July 2021. From August 2017 to January 2021, he worked at Genuity Science, where he held various positions including Chief Executive Officer, Chief Operating Officer and served as a director. Before joining Genuity, he was Vice President and General Manager of ~~Life Sciences and Applied Genomics at Illumina~~1934, ~~and before that~~ as aamended ~~Vice President/General Manager of~~ (the ~~Enterprise~~“Exchange ~~Genomics Solutions business of Thermo Fisher Scientific~~Act”), ~~Inc.~~or Heincorporated ~~joined~~by ~~Thermo~~reference ~~Fisher via its acquisition of Life Technologies, Inc.~~ in ~~2014.~~any ~~From~~filing ~~2004~~under tothe ~~2014,~~Securities ~~Mr.~~Act ~~Brainin served in a number~~ of ~~positions at Life Technologies and its predecessor~~1933, ~~Invitrogen,~~as ~~predominantly leading a variety of large businesses that served customers in the academic and BioPharma segments. In all these roles~~amended, ~~he led the expansion of the applications of technologies~~ or ~~genomic data to new fields to serve~~ the ~~needs~~Exchange ~~of growing types of users. Earlier in his career~~Act, heexcept ~~was a management consultant at McKinsey & Co. and has served~~ as anshall ~~adjunct~~be ~~professor~~expressly atset ~~the~~forth ~~University~~by ofspecific ~~San~~reference ~~Diego School of Law. Mr. Brainin holds an undergraduate degree~~ in ~~economics~~such ~~from Emory University and~~ a ~~law degree from Harvard Law School~~filing.

Mr. Brainin has entered into an Employment Agreement (attached hereto as Exhibit 10.1). Pursuant to the agreement, he will receive an annual base salary of $500,000 and will have the opportunity to earn a discretionary target incentive bonus of 75% of his base salary. He will also receive multiple equity awards, including 225,000 options to purchase the Company’s common stock, which will vest over a four-year period, and 475,000 options to purchase the Company’s common stock which will vest at varying time points and are based on varying performance criteria.

There are no family relationships between Mr. Brainin and any director or executive officer of the Company. There are no transactions between the Company and Mr. Brainin that are subject to disclosure under Item 404(a) of Regulation S-K.

Ronnie Morris, M.D., will transition to Executive Chairman of the Board on August 25, 2025, supporting the leadership transition while remaining actively involved in the Company’s strategic initiatives. Joel Ackerman, Chairman of the Board, will transition to Board Director.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.


			Item 9.01.			Financial Statements and Exhibits.

(d)Exhibits

The following ~~exhibits~~exhibit ~~are~~is filed herewith:

Exhibit No.

99.1			Press Release dated July 18, 2025
10.1			Employment Agreement between Champions Oncology, Inc. and Robert Brainin, effective as of July 16, 2025


99.1			Press Release dated July 23 , 202 5

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~CHAMPIONS ONCOLOGY, INC.~~

CHAMPIONS ONCOLOGY, INC.

~~(Registrant)~~

(Registrant)

Date: July 21, 2025

By:

/s/ Joel Ackerman

Date:

July 23, 2025

By:

/s/ Ronnie Morris

Joel Ackerman

Ronnie Morris

Chairman of the Board of Directors

Chief Executive Officer

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