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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Champions Oncology Inc | NASDAQ:CSBR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.09 | -1.82% | 4.86 | 4.52 | 4.96 | 4.99 | 4.86 | 4.99 | 2,324 | 22:16:11 |
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended April 30, 2019
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¨
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
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Delaware
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52-1401755
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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One University Plaza, Suite 307
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07601
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Hackensack, New Jersey
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(Zip Code)
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(Address of principal executive offices)
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.001 per share
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CSBR
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Nasdaq Capital Market
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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Emerging growth company
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¨
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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Signatures
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•
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costs more than $1.2 billion;
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•
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takes approximately 8 years to complete;
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•
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has a 93% failure rate; and
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•
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results in approved compounds that cost more than $11,000 per month.
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•
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implantation of human tumor fragments in immune-deficient mice;
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•
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expansion of the original human tumor into a larger colony of mice through the passage of the tumor to a limited number of generations of mice;
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•
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treatment of the implanted mice with oncology drugs;
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•
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measurement of tumor growth inhibition in treated mice relative to a control group of mice to determine the response of the tumor to the drug; and
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•
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permanent cryo-preservation of fragments of tumor tissue for future use in additional clinical trial simulations.
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•
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Growing our TumorBank:
We grow our TumorBank in two ways. First, we increase the number of TumorGrafts in the bank for our existing tumor types to ensure customers are finding the specific models they need for their studies. Second, we add new tumor types to the bank to enable studies in tumor types that we have not historically been able to run for our pharmaceutical and biotechnology customers.
|
•
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Adding new PDX technologies:
The fields of oncology research and drug development are evolving. To keep up with new approaches, we add new technologies to our PDX platform. We are currently investing in developing ImmunoGrafts, a new PDX model that is developed in a mouse with a humanized immune system. These models are built to specifically serve the needs of pharmaceutical and biotechnology companies developing immune oncology drugs. This is a relatively new area of oncology research that has shown significant promise and is attracting a significant amount of research and development interest.
|
•
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Increasing the scale of studies:
We have facilitated studies for over 300 pharmaceutical and biotechnology companies. We believe there is significant opportunity 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 drugs in the pre-clinical stage, will enable us to sell larger studies.
|
•
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the cost of continuing to build out our TumorGraft Technology Platform;
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•
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the cost and rate of progress toward growing our TOS businesses;
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•
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the cost and rate of progress toward building our sales forces;
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•
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the cost of increasing our research and development;
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•
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the cost of renting our laboratory and animal testing facilities and payment for associated services;
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•
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the timing and cost of obtaining and maintaining any necessary regulatory approvals;
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•
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the cost of expanding and building out our infrastructure; and
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•
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the cost incurred in hiring and maintaining qualified personnel.
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•
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result in costly litigation;
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•
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divert the time and attention of our technical personnel and management;
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•
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require us to develop non-infringing technology; or
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•
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require us to enter into royalty or licensing agreements.
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•
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regulatory developments in the United States and foreign countries;
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•
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variations in our financial results or those of companies that are perceived to be similar to us;
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•
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changes in the healthcare payment system overseas to the degree we receive revenue from such healthcare systems overseas;
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•
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announcements by us of significant acquisition, strategic partnerships, joint ventures or capital commitments;
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•
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sales of significant shares of stock by large investors;
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•
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intellectual property, product liability, or other litigation against us; and
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•
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the other key facts described in this “Risk Factors” section.
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•
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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
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•
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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.
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•
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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;
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•
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any determinations with respect to mergers or other business combinations;
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•
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our acquisition or disposition of assets; and
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•
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our corporate financing activities.
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•
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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
$91,000
and
$90,000
of rental costs relative to this lease for fiscal
2019
and
2018
, respectively.
|
•
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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 1330 Piccard Drive, Suite 025, Rockville, MD. The Company recognized
nil
and
$59,000
of rental costs relative to the 855 North Wolfe Street location for fiscal
2019
and
2018
, respectively.
|
•
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450 East 29
t
h
Street, New York, New York, 10016, which was a laboratory facility. The Company recognized
nil
and
$52,000
of rental expense for fiscal
2019
and
2018
, respectively. This lease expired in
May 2017
and was not renewed.
|
•
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1330 Piccard Drive, Suite 025, Rockville, MD 20850, consists of laboratory and office space where the Company conducts 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
$604,000
and
$454,000
of rental expense for fiscal
2019
and
2018
, respectively.
|
•
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910 Clopper Road,
Suites 260S and 280S, Gaithersburg, Maryland 20878, which consisted of laboratory and office space where the Company conducted operations related to its primary service offerings. The Company executed this lease on
April 1, 2018
. The operating commencement date was
May 1, 2018
. The Company transitioned its activities from this location to the New Location, as defined below, and terminated this lease seven days after the commencement date of the New Location. The Company recognized
$41,000
and
nil
of rental expense for fiscal
2019
and
2018
, respectively.
|
•
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1405 Research Boulevard, Suite 125, Rockville, Maryland 20850 (“New Location”), which consists of laboratory and office space where the Company conducts operations related to its primary service offerings. The Company executed this lease on
November 1, 2018
. The operating commencement date was
January 17, 2019
. This lease expires in
January 2024
. The Company recognized
$86,000
and
nil
of rental expense for fiscal
2019
and
2018
, respectively.
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High
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Low
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||||
Fiscal Year Ended April 30, 2019:
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First quarter
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$
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9.18
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$
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3.97
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Second quarter
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17.47
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7.50
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Third quarter
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15.11
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7.29
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Fourth quarter
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11.62
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7.51
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High
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Low
|
||||
Fiscal Year Ended April 30, 2018:
|
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First quarter
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$
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2.88
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$
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2.33
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Second quarter
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3.97
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2.93
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Third quarter
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4.39
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3.21
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Fourth quarter
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4.49
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3.39
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Report of Independent Registered Public Accounting Firm
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F-2
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Consolidated Balance Sheets
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F-3
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Consolidated Statements of Operations
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F-4
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Consolidated Statement of Changes in Stockholders' Equity
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F-5
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Consolidated Statements of Cash Flows
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F-6
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Notes to Consolidated Financial Statements
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F-7
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Exhibit No
.
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3.1
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3.1.1
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3.2
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10.1
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10.2
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10.3
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10.4
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10.5
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10.6
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10.7
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10.8
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10.9
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10.10
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10.11
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10.12
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10.13
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10.14
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10.15
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10.16
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10.17
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10.18
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10.19
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10.20
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10.21
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14
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21
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23.1
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31.1
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31.2
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32.1
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101.INS*
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XBRL Instance Document.
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101.SCH*
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XBRL Taxonomy Extension Schema Document.
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101.CAL*
|
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XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF*
|
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XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document.
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|
CHAMPIONS ONCOLOGY, INC.
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July 29, 2019
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/s/ RONNIE MORRIS
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Ronnie Morris
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Chief Executive Officer
|
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(principal executive officer)
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Signature
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Title
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Date
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/s/ RONNIE MORRIS
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Chief Executive Officer and Director
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July 29, 2019
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Ronnie Morris
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(principal executive officer)
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/s/ DAVID MILLER
|
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Chief Financial Officer
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July 29, 2019
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David Miller
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(principal financial and accounting officer)
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/s/ JOEL ACKERMAN
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Director,
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July 29, 2019
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Joel Ackerman
|
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Chairman of the Board of Directors
|
|
|
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/s/ DAVID SIDRANSKY
|
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Director
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July 29, 2019
|
David Sidransky
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|
|
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/s/ ABBA D. POLIAKOFF
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Director
|
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July 29, 2019
|
Abba D. Poliakoff
|
|
|
|
|
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/s/ SCOTT R. TOBIN
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Director
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July 29, 2019
|
Scott R. Tobin
|
|
|
|
|
|
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/s/ DANIEL MENDELSON
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Director
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July 29, 2019
|
Daniel Mendelson
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/s/ PHILIP BREITFELD
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Director
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|
July 29, 2019
|
Philip Breitfeld
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2019
|
|
2018
|
||||
ASSETS
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|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,237
|
|
|
$
|
856
|
|
Accounts receivable, net
|
4,377
|
|
|
3,917
|
|
||
Prepaid expenses and other current assets
|
308
|
|
|
287
|
|
||
|
|
|
|
||||
Total current assets
|
7,922
|
|
|
5,060
|
|
||
|
|
|
|
||||
Restricted cash
|
—
|
|
|
150
|
|
||
Property and equipment, net
|
2,546
|
|
|
2,083
|
|
||
Other long term assets
|
128
|
|
|
116
|
|
||
Goodwill
|
669
|
|
|
669
|
|
||
|
|
|
|
||||
Total assets
|
$
|
11,265
|
|
|
$
|
8,078
|
|
|
|
|
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
2,807
|
|
|
$
|
2,154
|
|
Accrued liabilities
|
1,180
|
|
|
569
|
|
||
Current portion of capital lease
|
16
|
|
|
26
|
|
||
Deferred revenue
|
4,022
|
|
|
4,704
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|
||
|
|
|
|
||||
Total current liabilities
|
8,025
|
|
|
7,453
|
|
||
|
|
|
|
||||
Deferred rent
|
851
|
|
|
454
|
|
||
Capital lease, net of current portion
|
—
|
|
|
17
|
|
||
Other non-current liabilities
|
151
|
|
|
151
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|
||
|
|
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|
||||
Total liabilities
|
$
|
9,027
|
|
|
$
|
8,075
|
|
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|
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|
||||
Stockholders' equity:
|
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|
|
||||
Common stock, $.001 par value; 200,000,000 shares authorized; 11,619,538 and 11,277,675 shares issued and 11,619,538 and 11,003,228 shares outstanding as of April 30, 2019 and April 30, 2018, respectively
|
12
|
|
|
11
|
|
||
Treasury stock, at cost, nil and 269,685 common shares as of April 30, 2019 and April 30, 2018, respectively
|
—
|
|
|
(1,252
|
)
|
||
Additional paid-in capital
|
72,924
|
|
|
72,070
|
|
||
Accumulated deficit
|
(70,698
|
)
|
|
(70,826
|
)
|
||
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||||
Total stockholders' equity
|
2,238
|
|
|
3
|
|
||
|
|
|
|
||||
Total liabilities and stockholders' equity
|
$
|
11,265
|
|
|
8,078
|
|
|
Year Ended April 30,
|
||||||
|
2019
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|
2018
|
||||
Oncology services revenue
|
$
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27,067
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$
|
20,241
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|
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|
||||
Costs and operating expenses:
|
|
|
|
|
|
||
Cost of oncology services
|
14,265
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|
|
10,553
|
|
||
Research and development
|
4,798
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|
|
4,401
|
|
||
Sales and marketing
|
3,056
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|
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2,570
|
|
||
General and administrative
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4,678
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|
|
4,071
|
|
||
|
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|
||||
Total costs and operating expenses
|
26,797
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|
|
21,595
|
|
||
|
|
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|
||||
Income (loss) from operations
|
270
|
|
|
(1,354
|
)
|
||
|
|
|
|
||||
Other expense:
|
|
|
|
|
|
||
Other expense
|
(39
|
)
|
|
(89
|
)
|
||
|
|
|
|
||||
Total other expense
|
(39
|
)
|
|
(89
|
)
|
||
|
|
|
|
||||
Income (loss) before income tax expense
|
231
|
|
|
(1,443
|
)
|
||
Provision for income tax
|
103
|
|
|
33
|
|
||
|
|
|
|
||||
Net income (loss)
|
$
|
128
|
|
|
$
|
(1,476
|
)
|
|
|
|
|
||||
Net income (loss) per common share outstanding
|
|
|
|
||||
basic
|
$
|
0.01
|
|
|
$
|
(0.13
|
)
|
and diluted
|
$
|
0.01
|
|
|
$
|
(0.13
|
)
|
|
|
|
|
||||
Weighted average common shares outstanding
|
|
|
|
||||
basic
|
11,340,184
|
|
|
10,991,105
|
|
||
and diluted
|
14,096,117
|
|
|
10,991,105
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Total
Stockholders'
Equity
|
||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||||
Balance, May 1, 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
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
636
|
|
|
—
|
|
|
636
|
|
|||||
Issuance of common stock for services
|
5,462
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Issuance of common stock on exercise of stock options and warrants
|
610,848
|
|
|
1
|
|
|
(269,685
|
)
|
|
1,252
|
|
|
212
|
|
|
—
|
|
|
1,465
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
128
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, April 30, 2019
|
11,619,538
|
|
|
$
|
12
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
72,924
|
|
|
$
|
(70,698
|
)
|
|
$
|
2,238
|
|
|
Year Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
128
|
|
|
$
|
(1,476
|
)
|
|
|
|
|
||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Stock-based compensation and modification expense
|
636
|
|
|
1,004
|
|
||
Depreciation and amortization expense
|
606
|
|
|
360
|
|
||
Deferred rent
|
397
|
|
|
454
|
|
||
Deferred compensation
|
—
|
|
|
7
|
|
||
Provision for (recovery of) doubtful accounts
|
71
|
|
|
(44
|
)
|
||
Issuance of common stock for services
|
6
|
|
|
30
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(531
|
)
|
|
(1,600
|
)
|
||
Prepaid expenses and other current assets
|
(21
|
)
|
|
13
|
|
||
Other long term assets
|
(12
|
)
|
|
(9
|
)
|
||
Accounts payable
|
653
|
|
|
301
|
|
||
Accrued liabilities
|
611
|
|
|
(90
|
)
|
||
Other non-current liability
|
—
|
|
|
30
|
|
||
Deferred revenue
|
(682
|
)
|
|
(206
|
)
|
||
|
|
|
|
||||
Net cash provided by (used in) operating activities
|
1,862
|
|
|
(1,226
|
)
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
|
|
||
Purchase of property and equipment
|
(834
|
)
|
|
(1,229
|
)
|
||
Gain on disposal of fixed assets
|
—
|
|
|
3
|
|
||
|
|
|
|
||||
Net cash used in investing activities
|
(834
|
)
|
|
(1,226
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
|
|
||
Proceeds from exercise of options and warrants
|
1,465
|
|
|
38
|
|
||
Capital lease payments
|
(262
|
)
|
|
(25
|
)
|
||
|
|
|
|
||||
Net cash provided by financing activities
|
1,203
|
|
|
13
|
|
||
|
|
|
|
||||
Increase/(decrease) in cash and restricted cash
|
2,231
|
|
|
(2,439
|
)
|
||
Cash and restricted cash, beginning of year
|
1,006
|
|
|
3,445
|
|
||
|
|
|
|
||||
Cash and restricted cash, end of year
|
$
|
3,237
|
|
|
$
|
1,006
|
|
|
|
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
||||
Purchase equipment under capital lease
|
235
|
|
|
—
|
|
|
April 30, 2019
|
|
April 30, 2018
|
||||
|
|
|
|
||||
Cash
|
$
|
3,237
|
|
|
$
|
856
|
|
Restricted cash
|
—
|
|
|
150
|
|
||
Total cash and restricted cash
|
$
|
3,237
|
|
|
$
|
1,006
|
|
•
|
Level one
— Quoted market prices in active markets for identical assets or liabilities;
|
•
|
Level two
— Inputs other than level one inputs that are either directly or indirectly observable; and
|
•
|
Level three
— Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
|
•
|
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.
|
|
April 30, 2019
|
|
April 30, 2018
|
||||
|
|
|
|
||||
Accounts receivable
|
$
|
1,982
|
|
|
$
|
1,837
|
|
Unbilled services
|
2,417
|
|
|
2,093
|
|
||
Total accounts receivable and unbilled services
|
4,399
|
|
|
3,930
|
|
||
Less allowance for doubtful accounts
|
(22
|
)
|
|
(13
|
)
|
||
Total accounts receivable, net
|
$
|
4,377
|
|
|
$
|
3,917
|
|
|
April 30, 2019
|
|
April 30, 2018
|
||||
|
|
|
|
||||
Deferred revenue
|
$
|
4,022
|
|
|
$
|
4,704
|
|
|
April 30,
|
||||||
|
2019
|
|
2018
|
||||
Furniture and fixtures
|
$
|
142
|
|
|
$
|
73
|
|
Computer equipment and software
|
1,104
|
|
|
973
|
|
||
Laboratory equipment
|
3,358
|
|
|
2,490
|
|
||
Assets in progress
|
16
|
|
|
15
|
|
||
|
|
|
|
||||
Total property and equipment
|
4,620
|
|
|
3,551
|
|
||
Less: Accumulated depreciation and amortization
|
(2,074
|
)
|
|
(1,468
|
)
|
||
|
|
|
|
||||
Property and equipment, net
|
$
|
2,546
|
|
|
$
|
2,083
|
|
|
Year Ended April 30,
|
|
||||||
|
2019
|
|
2018
|
|
||||
Pharmacology services
|
$
|
25,484
|
|
|
$
|
18,026
|
|
|
Personalized oncology services
|
1,277
|
|
|
1,455
|
|
|
||
Other TOS revenue
|
306
|
|
|
760
|
|
|
||
Total oncology services revenue
|
$
|
27,067
|
|
|
$
|
20,241
|
|
|
•
|
One University Plaza, Suite 307, Hackensack, New Jersey 07601, which, since November 2011, serves as the Company’s corporate headquarters. The lease expires in
November 2021
. The Company recognized
$91,000
and
$90,000
of rental costs relative to this lease for fiscal
2019
and
2018
, 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 1330 Piccard Drive, Suite 025, Rockville, MD. The Company recognized
nil
and
$59,000
of rental costs relative to the 855 North Wolfe Street location for fiscal
2019
and
2018
, respectively.
|
•
|
450 East 29t
h
Street, New York, New York, 10016, which was a laboratory facility. The Company recognized
nil
and
$52,000
of rental expense for fiscal
2019
and
2018
, respectively. This lease expired in
May 2017
and was not renewed.
|
•
|
1330 Piccard Drive, Suite 025, Rockville, MD 20850, consists of laboratory and office space where the Company conducts 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
$604,000
and
$454,000
of rental expense for fiscal
2019
and
2018
, respectively.
|
•
|
910 Clopper Road,
Suites 260S and 280S, Gaithersburg, Maryland 20878, which consisted of laboratory and office space where the Company conducted operations related to its primary service offerings. The Company executed this lease on
April 1, 2018
. The operating commencement date was
May 1, 2018
. The Company transitioned its activities from this location to the New Location, as defined below, and terminated this lease seven days after the commencement date of the New Location. The Company recognized
$41,000
and
nil
of rental expense for fiscal
2019
and
2018
, respectively.
|
•
|
1405 Research Boulevard, Suite 125, Rockville, Maryland 20850 (“New Location”), which consists of laboratory and office space where the Company conducts operations related to its primary service offerings. The Company executed this lease on
November 1, 2018
. The operating commencement date was
January 17, 2019
. This lease expires in
January 2024
. The Company recognized
$86,000
and
nil
of rental expense for fiscal
2019
and
2018
, respectively.
|
2020
|
$
|
1,388
|
|
2021
|
1,471
|
|
|
2022
|
1,445
|
|
|
2023
|
1,404
|
|
|
2024
|
1,419
|
|
|
Thereafter
|
4,400
|
|
|
Total
|
$
|
11,527
|
|
|
Year Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
General and administrative
|
$
|
458
|
|
|
$
|
689
|
|
Sales and marketing
|
91
|
|
|
112
|
|
||
Research and development
|
14
|
|
|
166
|
|
||
TOS cost of sales
|
86
|
|
|
65
|
|
||
POS cost of sales
|
—
|
|
|
2
|
|
||
|
|
|
|
||||
Total stock-based compensation expense
|
$
|
649
|
|
|
$
|
1,034
|
|
|
Year Ended April 30,
|
||
|
2019
|
|
2018
|
Expected term in years
|
3 - 6
|
|
3 - 6
|
Risk-free interest rates
|
2.6% - 3.0%
|
|
1.8% - 2.6%
|
Volatility
|
65% - 85%
|
|
84% - 88%
|
Dividend yield
|
—%
|
|
—%
|
|
Non-
Employees
|
|
Directors
and
Employees
|
|
Total
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||||
Outstanding, May 1, 2018
|
50,000
|
|
|
2,655,845
|
|
|
2,705,845
|
|
|
$
|
2.85
|
|
|
5.9
|
|
$
|
5,265,000
|
|
Granted
|
—
|
|
|
206,790
|
|
|
206,790
|
|
|
9.86
|
|
|
7.9
|
|
$
|
77,000
|
|
|
Exercised
|
—
|
|
|
(363,383
|
)
|
|
(363,383
|
)
|
|
2.22
|
|
|
|
|
|
|
||
Canceled
|
—
|
|
|
(49,766
|
)
|
|
(49,766
|
)
|
|
3.20
|
|
|
|
|
|
|
||
Forfeited
|
—
|
|
|
(9,750
|
)
|
|
(9,750
|
)
|
|
3.50
|
|
|
|
|
|
|
||
Expired
|
—
|
|
|
(66,110
|
)
|
|
(66,110
|
)
|
|
15.10
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Outstanding, April 30, 2019
|
50,000
|
|
|
2,373,626
|
|
|
2,423,626
|
|
|
3.19
|
|
|
5.3
|
|
$
|
14,557,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vested and expected to vest as of April 30, 2019
|
50,000
|
|
|
2,373,626
|
|
|
2,423,626
|
|
|
3.19
|
|
|
5.3
|
|
$
|
14,557,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vested as of April 30, 2019
|
18,335
|
|
|
2,115,585
|
|
|
2,133,920
|
|
|
2.70
|
|
|
4.9
|
|
$
|
13,785,000
|
|
|
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
|
|
Granted
|
—
|
|
|
455,310
|
|
|
455,310
|
|
|
3.01
|
|
|
9.6
|
|
603,000
|
|
||
Exercised
|
—
|
|
|
(12,500
|
)
|
|
(12,500
|
)
|
|
3.00
|
|
|
|
|
|
|
||
Canceled
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Forfeited
|
—
|
|
|
(7,042
|
)
|
|
(7,042
|
)
|
|
6.86
|
|
|
|
|
|
|
||
Expired
|
—
|
|
|
(38,627
|
)
|
|
(38,627
|
)
|
|
5.21
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Outstanding, 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, 2018
|
50,000
|
|
|
2,655,845
|
|
|
2,705,845
|
|
|
2.85
|
|
|
5.9
|
|
$
|
5,265,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vested as of April 30, 2018
|
25,836
|
|
|
2,436,263
|
|
|
2,462,099
|
|
|
2.79
|
|
|
5.6
|
|
$
|
5,036,000
|
|
|
Number
of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
|
||||||
Outstanding, May 1, 2018
|
2,004,284
|
|
|
$
|
5.57
|
|
|
1.8
|
|
|
$
|
—
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(247,468
|
)
|
|
5.28
|
|
|
—
|
|
|
905,000
|
|
||
Forfeited
|
(85,376
|
)
|
|
4.80
|
|
|
—
|
|
|
388,000
|
|
||
Expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
||||||
Outstanding, April 30, 2019
|
1,671,440
|
|
|
$
|
6.20
|
|
|
0.9
|
|
|
$
|
5,730,000
|
|
|
Number
of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
|
||||||
Outstanding, May 1, 2017
|
2,004,284
|
|
|
$
|
5.57
|
|
|
2.8
|
|
|
$
|
—
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
||||||
Outstanding, April 30, 2018
|
2,004,284
|
|
|
$
|
5.57
|
|
|
1.8
|
|
|
$
|
—
|
|
|
Year Ended April 30, 2019
|
||||||||||||||
|
Federal
|
|
State
|
|
Foreign
|
|
Total
|
||||||||
Current
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
101
|
|
|
$
|
103
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
101
|
|
|
$
|
103
|
|
|
Year Ended April 30,
|
||||
|
2019
|
|
2018
|
||
Federal income tax at statutory rate
|
21.0
|
%
|
|
29.7
|
%
|
US vs. foreign tax rate difference
|
1.1
|
|
|
0.1
|
|
State income tax, net of federal benefit
|
0.9
|
|
|
(0.2
|
)
|
Permanent differences
|
(25.4
|
)
|
|
0.5
|
|
Increase in uncertain tax position
|
—
|
|
|
(2.1
|
)
|
Other
|
—
|
|
|
—
|
|
Change in valuation allowance
|
41.0
|
|
|
498.0
|
|
Changes in tax rates
|
6.1
|
|
|
(528.4
|
)
|
|
|
|
|
||
Income tax expense
|
44.7
|
%
|
|
(2.4
|
)%
|
|
As of April 30,
|
||||||
|
2019
|
|
2018
|
||||
Accrued liabilities
|
$
|
385
|
|
|
$
|
71
|
|
Depreciation and amortization
|
(99
|
)
|
|
(58
|
)
|
||
State taxes
|
—
|
|
|
1
|
|
||
Stock-based compensation expense
|
4,207
|
|
|
4,466
|
|
||
Capitalized research and development costs
|
—
|
|
|
43
|
|
||
Foreign net operating loss carry-forward
|
—
|
|
|
208
|
|
||
Net operating loss carry-forward
|
10,460
|
|
|
9,678
|
|
||
|
|
|
|
||||
Total deferred tax assets
|
14,953
|
|
|
14,409
|
|
||
Less: Valuation allowance
|
(14,953
|
)
|
|
(14,409
|
)
|
||
|
|
|
|
||||
Net deferred tax asset
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Balance, beginning of the year
|
$
|
151
|
|
|
$
|
121
|
|
Addition based on tax positions related to prior years
|
—
|
|
|
—
|
|
||
Payment made on tax positions related to prior years
|
—
|
|
|
—
|
|
||
Addition based on tax positions related to current year
|
—
|
|
|
30
|
|
||
|
|
|
|
||||
Balance, end of year
|
$
|
151
|
|
|
$
|
151
|
|
|
Year Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Basic and diluted net loss per share computation (dollars in thousands):
|
|
|
|
|
|
||
Net income (loss) attributable to common stockholders
|
$
|
128
|
|
|
$
|
(1,476
|
)
|
Weighted Average common shares - basic
|
11,340,184
|
|
|
10,991,105
|
|
||
Basic net income (loss) per share
|
$
|
0.01
|
|
|
$
|
(0.13
|
)
|
|
|
|
|
||||
Diluted income (loss) per share computation
|
|
|
|
|
|
||
Net income (loss) attributable to common stockholders
|
$
|
128
|
|
|
$
|
(1,476
|
)
|
Income (loss) available to common stockholders
|
$
|
128
|
|
|
$
|
(1,476
|
)
|
|
|
|
|
||||
Weighted Average common shares
|
11,340,184
|
|
|
10,991,105
|
|
||
Incremental shares from assumed exercise of warrants and stock options
|
2,755,933
|
|
|
—
|
|
||
Adjusted weighted average share – diluted
|
14,096,117
|
|
|
10,991,105
|
|
||
|
|
|
|
||||
Diluted net income (loss) per share
|
$
|
0.01
|
|
|
$
|
(0.13
|
)
|
Exhibit No
.
|
|
|
|
|
|
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)
|
|
|
|
10.1
|
|
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)
|
|
|
|
10.2
|
|
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)
|
|
|
|
10.3
|
|
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)
|
|
|
|
10.4
|
|
2010 Equity Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive Information Statement on Schedule 14C filed March 7, 2011)
|
|
|
|
10.5
|
|
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)
|
|
|
|
10.6
|
|
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)
|
|
|
|
10.7
|
|
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
|
|
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
|
|
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
|
|
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
|
|
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
|
|
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)
|
|
|
|
10.13
|
|
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
|
|
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 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 21 of the Company's Form 10-K filed July 28, 2017)
|
|
|
|
23.1
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
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.
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
1 Year Champions Oncology Chart |
1 Month Champions Oncology Chart |
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