CHAMPIONS ONCOLOGY, INC.

Previous wording

For the fiscal year ended April 30, 2025, the Company had net income of approximately $4.7 million, an accumulated deficit of approximately $79.9 million, and a cash balance of $9.8 million. The Company also had cash provided by operations of approximately $7.4 million for the twelve months ending April 30, 2025. We believe that our cash on hand, together with expected cash flows from operations, are adequate to fund our operations through at least August 2026.

Current wording

For the fiscal year ended April 30, 2026, the Company had a net loss of approximately $1.2 million, an accumulated deficit of approximately $81.1 million, and a cash balance of $4.9 million. The Company used cash in operations of approximately $4.5 million for the twelve months ending April 30, 2026. We believe that our cash on hand, together with expected cash flows from operations, are adequate to fund our operations through at least August 2027.

Previous wording

We have goodwill on our balance sheet. If the future growth and operating results of our business are not as strong as anticipated and/or our market capitalization declines, this could impact the assumptions used in calculating the fair value of goodwill. To the extent any future impairment occurs, the carrying value of our assets will be written down to an implied fair value and an impairment charge will be made to our income from continuing operations. Such an impairment charge could materially and adversely affect our operating results.

Current wording

We have goodwill on our balance sheet. If the future growth and operating results of our business are not as strong as anticipated and/or our market capitalization declines, this could result in an impairment of our goodwill. To the extent any future impairment occurs, the carrying value of our assets will be written down to an implied fair value and an impairment charge will be made to our income from continuing operations. Such an impairment charge could materially and adversely affect our operating results.

Previous wording

We may issue additional shares of common stock, which will reduce shareholders’ percentage ownership and may dilute per share value. Our certificate of incorporation authorizes the issuance of 200,000,000 shares of common stock. As of July 21, 2025, we had 13,897,505 shares of common stock issued and 13,777,170 outstanding. The future issuance of all or part of the remaining authorized common stock would result in substantial dilution in the percentage of the common stock held by existing shareholders. The issuance of common stock for future services, acquisitions, or other corporate actions may have the effect of diluting the value of the shares held by existing shareholders, and might have an adverse effect on any market for our common stock.

Current wording

We may issue additional shares of common stock, which will reduce shareholders’ percentage ownership and may dilute per share value. Our certificate of incorporation authorizes the issuance of 200,000,000 shares of common stock. As of July 23, 2026, we had 14,013,902 shares of common stock issued and 13,893,569 outstanding. The future issuance of all or part of the remaining authorized common stock would result in substantial dilution in the percentage of the common stock held by existing shareholders. The issuance of common stock for future services, acquisitions, or other corporate actions may have the effect of diluting the value of the shares held by existing shareholders, and might have an adverse effect on any market for our common stock.

Previous wording

Collectively, our officers, our directors and three significant stockholders own or exercise voting and investment control of approximately 72% of our outstanding common stock as of July 21, 2025. As a result, investors may be prevented from affecting matters involving our company, including:

Current wording

Collectively, our officers, our directors and four significant stockholders own or exercise voting and investment control of approximately 71% of our outstanding common stock as of July 23, 2026. As a result, investors may be prevented from affecting matters involving our company, including:

Previous wording

Our Chief Executive Officer resides in Israel and we have several customers with their operations located in Israel, and, therefore, our leadership continuity and results may be adversely affected by political, economic, and military instability in Israel.

Current wording

Our Chairman of the Board of Directors resides in Israel and we have several customers with their operations located in Israel, and, therefore, our leadership continuity and results may be adversely affected by political, economic, and military instability in Israel.

Previous wording

One of our wholly owned subsidiaries is based in Israel. While we do not have a physical facility located in Israel, our Chief Executive Officer resides there and we have several customers whose operations are based there. Accordingly, political, economic, and military conditions in Israel may directly affect our business. Since the establishment of the modern State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our business, results of operations, and leadership continuity.

Current wording

One of our wholly owned subsidiaries is based in Israel. While we do not have a physical facility located in Israel, our Chairman of the Board of Directors resides there and we have several customers whose operations are based there. Accordingly, political, economic, and military conditions in Israel may directly affect our business. Since the establishment of the modern State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our business, results of operations, and leadership continuity.

Previous wording

It is currently not possible to predict the duration or severity of the ongoing war or its effects on our business, operations, and financial conditions. The ongoing war is rapidly evolving and developing, and could disrupt our customers' business and operations. While we have not experienced any disruptions that have materially impacted our business or results of operations, there can be no assurances that further unforeseen events will not have a material adverse effect on us or our operations in the future.

Current wording

It is currently not possible to predict the duration or severity of the ongoing wars with Iran and its proxies, or its effects on our business, operations, and financial conditions. The ongoing wars could disrupt our customers' business and operations. While we have not experienced any disruptions that have materially impacted our business or results of operations, there can be no assurances that further unforeseen events will not have a material adverse effect on us or our operations in the future.