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): June 27, 2011
CHAMPIONS ONCOLOGY,
INC.
(Exact name of registrant as
specified in its charter)
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| Delaware |
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0-17263 |
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52-1401755 |
| (State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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Science and Technology Park
at Johns Hopkins
855 N. Wolfe Street, Suite 619, Baltimore,
Maryland
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21205 |
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(Zip Code) |
Registrant’s telephone number,
including area code: (410) 369-0365
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CHAMPIONS
BIOTECHNOLOGY, INC.
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| (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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
INFORMATION TO BE INCLUDED IN THE REPORT
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On June 27, 2011, the Board of Directors of Champions Oncology, Inc. (the “Company”)
elected Scott R. Tobin to fill the vacancy on the Board resulting from an increase in the number of
directors from six to seven. Mr. Tobin will serve until his successor is duly elected and
qualified.
Mr. Tobin is a member manager of Battery Partners IX, LLC (“BPIX”), which is the sole general
partner of Battery Ventures IX, L.P. (“BVIX”) and sole managing member of Battery Investment
Partners IX, LLC (“BIPIX” and, collectively with BVIX and BPIX, “Battery”). Pursuant to the terms
of the Securities Purchase Agreement dated March 24, 2011, entered into among the Company, BVIX and
BIPIX and other parties (the “Securities Purchase Agreement”), on April 4, 2011 BVIX and BIPIX
purchased an aggregate of 5,466,667 shares of the Company’s Common Stock at a purchase price of
$0.75 per share of an aggregate purchase price of $4,100,000. In addition, BVIX and BIPIX received
warrants to purchase, until April 4, 2016, an aggregate of 820,000 additional shares of Common
Stock at an exercise price of $0.90 per share. The Securities Purchase Agreement contains certain
anti-dilution protections for BVIX and BIPIX and certain registration rights with respect to the
shares of Common Stock issued to BVIX and BIPIX. Furthermore, BVIX and BIPIX has the right to
require the Company to repurchase the purchased shares (the “Put Option”) for cash for $0.75 per
share upon a change of control or sale of substantially all of the Company’s assets. The Put
Option will terminate upon the achievement of certain financial milestones.
As a member manager of BPIX, Mr Tobin has an indirect beneficial ownership of the shares held
by Battery but disclaims beneficial ownership except to the extent of his pecuniary interest
therein.
Pursuant to the terms of the Securities Purchase Agreement, the Company agreed to appoint one
nominee nominated by Battery to become a member of the Company’s Board of Directors. Mr. Tobin was
appointed to the Board in accordance with the terms of the Securities Purchase Agreement.
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.
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CHAMPIONS ONCOLOGY, INC.
(Registrant)
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| Date: June 28, 2011 |
By: |
/s/ Joel Ackerman
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Joel Ackerman |
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Chief executive Officer |
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