SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Brainin Robert Lawrence

(Last)

(First)

(Middle)

C/O CHAMPIONS ONCOLOGY, INC

ONE UNIVERSITY PLAZA, SUITE 307

(Street)

HACKENSACK

07601

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2025

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

Explanation of Responses:

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.

Remarks:

	/s/ Robert L. Brainin	01/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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