CHAMPIONS ONCOLOGY, INC.

Note 1. Organization and Basis of Presentation

Background

Champions Oncology, Inc. ("we", "our", or the “Company”), is engaged in drug discovery and development through data-driven research strategies and innovative pharmacology, biomarker and data platforms. The Company’s TumorGraft Technology Platform ("the "Platform”), a comprehensive bank (the "Bank") of unique, well characterized "Patient Derived XenoGrafts" (PDX) models, is an approach to personalizing cancer care based upon the implantation of human tumors in immune-deficient mice. The Company provides a technology platform to pharmaceutical and biotechnology companies using proprietary TumorGraft studies, which the Company believes may be predictive of how drugs may perform in clinical settings. Utilizing the Platform, the Company offers multiple services to pharmaceutical and biotechnology companies seeking personalized approaches to drug development. By performing studies to predict the efficacy of oncology drugs, our Platform is designed to facilitate drug discovery with lower costs and increased speed of drug development as well as increased adoption of existing drugs.

The Company hasfour operating subsidiaries: Champions Oncology (Israel), Limited, Champions Biotechnology U.K., Limited, Champions Oncology S.R.L., and Corellia AI, Inc. For the years ended April 30, 2026 and 2025, there wereno revenues earned by these subsidiaries.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company operates inone reportable business segment.

The Company's wholly owned subsidiary, Corellia, has issued equity‑classified stock options to certain of its employees. Stock‑based compensation expense is recognized over the requisite service period, with the corresponding equity recorded as non-controlling interest in the consolidated statements of stockholders' equity. Because the options are unexercised, they do not represent an actual ownership interest, and no portion of the Company's net income or loss is attributed to non-controlling interest until the options are exercised. Refer to Note 8.

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Foreign Currency

The Company’s foreign subsidiaries' functional currency is the U.S. dollar. Transaction gains and losses are recognized in earnings. The Company is subject to foreign exchange rate fluctuations in connection with the Company’s international operations.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience, our observance of trends in particular areas and information or valuations and various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Actual amounts could differ significantly from amounts previously estimated.

Cash and Cash Equivalents

The Company considers only those investments which are highly liquid, readily convertible to cash, and with original maturities of three months or less to be cash equivalents. As of April 30, 2026 and 2025, the Company had cash balances of $4.9 million and $9.8 million, respectively, andno cash equivalents. The Company maintains its cash balances inthree major financial institutions which exceed federally insured limits. The Company regularly monitors the financial stability of these financial institutions and believes that it is not exposed to any significant credit risk in its cash. If any liquidity and/or financial stability concerns arise with respect to banks and financial institutions, either nationally or in specific regions, the Company's ability to access cash or enter into new financing arrangements may be threatened, which could have a material adverse effect on its business, financial condition and results of operations.

Liquidity

Our liquidity needs have typically arisen from the funding of our research and development programs and the launch of new products, working capital requirements, and other strategic initiatives. In the past, we have met these cash requirements through our cash on hand, working capital management, proceeds from certain private placements and public offerings of our securities, and sales of products and services. For the year ended April 30, 2026, the Company had a net loss of approximately $1.2 million, an accumulated deficit of approximately $81.1 million, negative working capital of approximately $703,000 and cash of $4.9 million. Despite the negative working capital, we believe that our cash on hand, together with expected cash flows from operations, are adequate to fund operations through at least August 2027. Should the Company be required to raise additional capital, there can be no assurance that management would be successful in raising such capital on terms acceptable to us, if at all.

Fair Value

The carrying value of cash, accounts receivable, prepaid expenses, and other current assets, accounts payable, and accrued liabilities approximate their fair value based on the liquidity or the short-term maturities of these instruments. The fair value hierarchy promulgated by GAAP consists of three levels:

•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.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company hasno assets or liabilities that are measured at fair value on a recurring and/or non-recurring basis during the years ended April 30, 2026 and 2025.

Property and Equipment

Property and equipment is recorded at cost and primarily consists of laboratory equipment, furniture and fixtures, computer hardware and software, leasehold improvements, and internally developed software. Assets in progress include equipment or software not yet placed in service. Depreciation and amortization is calculated on a straight-line basis over the estimated useful lives of the various assets ranging from three toseven years. Refer to Footnote 4, "Property and Equipment" for a detailed discussion.

Leases

The Company accounts for its leases under Financial Accounting Standards Board ("FASB") ASC Topic 842, Leases ("ASC 842"). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right-of-use ("ROU") asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. As the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term.

Amortization expense for the ROU asset associated with its finance leases is recognized on a straight-line basis over the term of the lease and interest expense associated with its finance lease is recognized on the balance of the lease liability using the effective interest method based on the estimated incremental borrowing rate.

Impairment of Long-Lived Assets

Impairment losses are to be recognized when the carrying amount of a long-lived asset is not recoverable or exceeds its fair value. The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that a carrying value may not be recoverable. The Company uses estimates of future cash flows over the remaining useful life of a long- lived asset or asset group to determine the recoverability of the asset. These estimates only include the net cash flows directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the asset or asset group. The Company didnot recognize any impairment losses for the Company’s long-lived assets for the years ended April 30, 2026 and 2025 . Refer to Note 4, "Property and Equipment".

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. The Company evaluates the carrying value of goodwill annually in connection with the annual budgeting and forecast process and also between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit to which goodwill was allocated to below its carrying amount. Such circumstances could include, but are not limited to: (1) a significant adverse change in legal factors, market conditions, or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating goodwill for impairment, the Company may first perform an assessment qualitatively whether it is more likely than not that a reporting unit’s carrying amount exceeds its fair value, referred to as a “step zero” approach. Subsequently (if necessary after step zero), an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying value. Under FASB's Accounting Standards Update ("ASU") 2014-02, Topic 350, "Intangibles—Goodwill and Other" goodwill impairment is measured as the excess of the carrying amount of the reporting unit over its fair value.

Judgments regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance of the businesses. Future events, including but not limited to continued declines in economic activity, loss of contracts or a significant number of customers, or a rapid increase in costs or capital expenditures, could cause the Company to conclude that impairment indicators exist and that goodwill is impaired. For the years ended April 30, 2026 and 2025, the Company's annual assessment didnot result in any impairment indicators.

Cost of Oncology Revenue

Cost of oncology revenue consists of direct costs related to laboratory supplies, mice purchases, and maintenance costs for studies completed internally as well as charges from Contract Research Organizations for studies handled externally. Indirect costs include salaries and other payroll related costs of compensation for personnel directly engaged in providing Translational Oncology Solutions ("TOS") products and services. All costs of performing studies in-house are expensed as incurred. All costs of performing studies from external sources are expensed when incurred.

Research and development costs represent both costs incurred internally for research and development activities, including personnel costs, mice purchases, and maintenance, as well as costs incurred externally to facilitate research activities, such as tumor tissue procurement and characterization expenses. All research and development costs are expensed as incurred.

Sales and Marketing

Sales and marketing expenses represent costs incurred to promote the Company’s products offered, including salaries, benefits and related costs of our sales and marketing personnel, and represent costs of advertising and other selling and marketing expenses. All sales and marketing costs, including advertising costs, are expensed as incurred.

Earnings Per Share

Basic net income or loss per share is computed by dividing the net income or loss for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing the net income for the period by the weighted-average number of shares of common stock plus dilutive potential common stock considered outstanding during the period. Such dilutive shares consist of incremental shares that would be issued upon exercise of the Company’s common stock options using the treasury method. Dilutive earnings per share is not presented when it would be antidilutive to do so.

Stock-based Payments

The Company generally recognizes expense for stock-based payments based on the fair value of awards on the date of grant. The Company primarily uses the Black-Scholes option pricing model to estimate fair value. If awards contain market-based vesting conditions, a Monte Carlo simulation model is used to estimate fair value. The Black-Scholes option valuation model was developed for use in estimating the fair value of short-traded options that have no vesting restrictions and are fully transferable. The Monte Carlo simulation model is a generally accepted valuation technique that incorporates multiple potential future stock price paths and is particularly appropriate for awards with market-based performance conditions, as it captures the probability of achieving the applicable market condition over the expected term of the award.

Both valuation models require the Company to estimate certain key assumptions such as expected life, volatility, risk free interest rates and dividend yield, as applicable, to determine the grant date fair value of stock-based awards. These assumptions are based on historical information and management judgment. The risk-free interest rate used is based on the United States treasury security rate with a term consistent with the expected term of the award at the time of the grant. Since the Company has limited option exercise history, it has generally elected to estimate the expected life of an award based upon the Securities and Exchange Commission-approved “simplified method” noted under the provisions of Staff Accounting Bulletin No. 107 with the continued use of this method extended under the provisions of Staff Accounting Bulletin No. 110. Estimated volatility is based upon the historical volatility of the Company's common stock. The Company does not anticipate paying a dividend, and therefore, no expected dividend yield was used. For awards valued using the Monte Carlo simulation model, the valuation also incorporates the probability of achieving the applicable market condition and, where applicable, the correlation of the Company's stock price with the relevant market index or peer group. Forfeitures are accounted for as they occur.

The Company expenses stock-based payments over the period that the awards are expected to vest. The Company expenses modification charges in the period of modification and, if required, over the remaining period the awards are expected to vest.

Income Taxes

Deferred income taxes have been provided to show the effect of temporary differences between the recognition of expenses for financial and income tax reporting purposes and between the tax basis of assets and liabilities, and their reported amounts in the consolidated financial statements. In assessing the realizability of deferred tax assets, the Company assesses the likelihood that deferred tax assets will be recovered through tax planning strategies or from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company adjusts the valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will not be realized. Changes in valuation allowances from period to period are included in the tax provision in the period of change. As of April 30, 2026 and 2025, the Company provided a valuation allowance for all net deferred tax assets, as recovery is not more likely than not based on an insufficient history of earnings.

The Company reflects tax benefits only if it is more likely than not that the Company will be able to sustain the tax position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. As of April 30, 2026 and 2025, the Company did not record any liabilities related to uncertain tax positions. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company did not accrue any interest or penalties in the Company’s consolidated statements of operations for the years ended April 30, 2026 and 2025.

For the years ended April 30, 2026 and 2025, the Company recognized income tax expense of $246,000 and an income tax benefit of $75,000, respectively. For the year ended April 30, 2026, income tax expense of $246,000 is mainly attributable to U.S. state income taxes due to net operating loss limitations and taxable income earned in Israel and Italy relating to transfer pricing. For the year ended April 30, 2025, the income tax benefit of $75,000 is related to the same items as indicated for the year ending 2026, net of a $181,000 reversal of an uncertain tax liability in Israel.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, "Revenue from Contracts with Customers". The objective of the standard is to establish a single comprehensive revenue recognition model that is designed to create greater comparability of financial statements across industries and jurisdictions. Under this standard, companies recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services.

All revenue is generated from contracts with customers. The Company recognizes revenue when control of these services is transferred to the customer in an amount, referred to as the transaction price, that reflects the consideration to which the Company is expected to be entitled in exchange for those services. The Company determines revenue recognition utilizing the following five steps: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract (promised goods or services that are distinct), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations, and (5) recognition of revenue when, or as, the Company transfers control of the product or service for each performance obligation. The Company records revenues net of any tax assessments by governmental authorities, such as value added taxes, that are imposed on and concurrent with specific revenue generating transactions.

The majority of the Company's revenue arrangements are service contracts that are completed within a year or less. There are a few contracts that range in duration between 1 and 3 years. Substantially all of the Company's performance obligations, and associated revenue, are transferred to the customer over time. Most of the Company's contracts can be terminated by the customer without cause. In the event of termination, the Company's contracts provide that the customer pay the Company for services rendered through the termination date. The Company generally receives compensation based on a predetermined invoicing schedule relating to specific milestones for that contract.

Amendments to contracts are common. The Company evaluates each amendment which meets the criteria of a contract modification under ASC 606. Each modification is further evaluated to determine whether the contract modification should be accounted for as a separate contract or as a continuation of the original agreement.

The Company accounts for amendments as a separate contract as they meet the criteria under ASC 606-10-25-12.

Pharmacology Study and Other Services

The Company generally enters into contracts with customers to provide oncology services with payments based on fixed-fee arrangements. At contract inception, the Company assesses the services promised in the contracts with customers to identify the performance obligations in the arrangement. The Company's fixed-fee arrangements for oncology services are considered a single performance obligation because the Company provides a highly-integrated service.

The Company recognizes revenue over time using a progress-based input method since there is no single output measure that would fairly depict the transfer of control over the life of the performance obligation. Revenue is recognized for the single performance obligation over time due to the Company's right to payment for work performed to date and the performance does not create an asset with an alternative use. The Company recognizes revenue as portions of the overall performance obligation are completed as this best depicts the progress toward the complete satisfaction of the performance obligation.

License Revenue

The Company also enters into contracts to provide access to certain Patient Derived Xenograft ("PDX") model data via a license agreement with payments based on a fixed-fee arrangement. The Company's current data licenses contain a single performance obligation of delivering access to the data license. The Company recognizes this license revenue up-front, at a point in time, when the performance obligation is satisfied with the delivery of the data.

Incremental Costs of Obtaining a Contract (Sales Commissions)

Under ASC 606, the costs of obtaining a contract can be expensed immediately, rather than capitalized and amortized, if the amortization period is one year or shorter. Sales commissions for the Company represent contract costs with a term of one year or less. Therefore, under ASC 606, the Company elected the practical expedient to expense these costs as incurred.

Accounts Receivables, Unbilled Services and Deferred Revenue

In general, billings and payments are established by contractual provisions including predetermined payment schedules, which may or may not correspond to the timing of the transfer of control of the Company's services under the contract. In general, the Company's intention in its invoicing (payment terms) is to maintain cash neutrality over the life of the contract, with terms generally being 30-90 days. Upfront payments, when they occur, are intended to cover certain expenses the Company incurs at the beginning of the contract. Neither the Company nor its customers view such upfront payments and contracted payment schedules as a means of financing. Unbilled services primarily arise when the revenue recognized exceeds the amount billed to the customer. Such situations occur due to divergences between revenue recognition and the invoicing milestones which are based on predetermined payment terms. Unbilled services are classified as a component of accounts receivable on the balance sheet.

Accounts receivable are customer obligations due under normal trade terms. The Company extends credit to its customers based on their creditworthiness and historical data and performs ongoing credit evaluations of our customers’ financial condition. The Company maintains a provision for estimated credit losses related to accounts receivable for future expected bad debt resulting from the inability or unwillingness of our customers to make required payments. We estimate our provision for estimated credit losses based on relevant information such as historical experience, current economic conditions, and future expectations of specifically identified customer balances. This provision is adjusted as appropriate to reflect current conditions. After all attempts to collect a receivable have failed, the receivable is written off against the provision. We do not obtain collateral from our customers to secure accounts receivable.

Deferred revenue consists of unearned payments received in excess of revenue recognized. As the contracted services are subsequently performed and the associated revenue recognized, the deferred revenue balance is reduced by the amount of the revenue recognized during the period. Deferred revenue is classified as a current liability on the consolidated balance sheet as the Company expects to recognize the associated revenue in less than one year.

Segment Reporting

Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the Company’s chief operating decision maker (“CODM”) and relied upon when making decisions regarding resource allocation and assessing performance. When evaluating the Company’s financial performance, the CODM reviews total revenues, total expenses, and expenses by functional classification, using this information to make decisions on a Company-wide basis.

The Company currently operates inone reportable segment pertaining to oncology services. The CODM for the Company is the Chief Executive Officer (the “CEO”). The Company’s CEO reviews operating results on an aggregate basis and manages the Company’s operations on a consolidated basis for the purpose of evaluating financial performance and allocating resources. Accordingly, the Company has determined that it has a single reportable and operating segment structure. The CEO uses net income or loss as well as revenue results to allocate resources in the annual budgeting and forecasting process and also uses that measure as a basis for evaluating financial performance regularly by comparing actual results with established budgets and forecasts. All significant expense categories are presented on our Consolidated Statements of Operations. The measure of segment assets is reported on the Consolidated Balance Sheet as total assets. Segment revenues and expenses are identical to that disclosed in the accompanying Consolidated Statements of Operations.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period’s presentation.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Improvements to Tax Disclosures” (Topic 740). The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and the income taxes paid information disclosed. The ASU is effective retrospectively for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this ASU, retrospectively, as of May 1, 2025 and it has been included in the required disclosures in the Company's financial statements.

In November 2024 and January 2025, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures" (Subtopic 220-40) "Disaggregation of Income Statement Expenses" and ASU 2025-01 "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures" (Subtopic 220-40): Clarifying the Effective Date". The new guidance is intended to enhance transparency and disclosures by requiring public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The ASU is effective for the first annual reporting periods after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is in the process of evaluating the impact that the adoption of this ASU will have on its financial statements and related disclosures, which is not expected to be material.

Note 3. Accounts Receivable, Unbilled Services and Deferred Revenue

Accounts receivable and unbilled services were as follows (in thousands):

Allowances for doubtful accounts and estimated credit losses were as follows (in thousands):

Deferred revenue was as follows (in thousands):

Deferred revenue is shown as a current liability on the Company's consolidated balance sheet.

Note 4. Property and Equipment

Property and equipment consisted of the following (in thousands):

Depreciation and amortization expense was $1.4 million and $1.6 million for the years ended April 30, 2026 and 2025, respectively. Depreciation and amortization expense, excluding expense recorded under finance leases, was $1.2 million and $1.5 million for the years ended April 30, 2026 and 2025, respectively.

As of April 30, 2026 and 2025, property, plant and equipment included gross assets held under finance leases of $1.0 million, respectively. Related depreciation expense for these assets was approximately $135,000 and $150,000 for the years ended April 30, 2026 and 2025, respectively.

During the year ended April 30, 2026, the Company sold and disposed of lab equipment with a cost of $307,000 and accumulated depreciation of $172,000, for proceeds of $24,000, resulting in a loss on sale and disposal of equipment recorded of $111,000. During the year ended April 30, 2025, the Company disposed of lab equipment with a cost of $636,000 and accumulated depreciation of $343,000 as of the disposal date, resulting in a loss on disposal of equipment recorded of $293,000.

Finance Lease

During fiscal 2022, the Company recognized a finance lease for laboratory equipment. This equipment was obtained as the result of a laboratory supplies purchase commitment with costs of approximately $370,000 at inception through December 2025. Cash payments for this lease were in the form of consideration for purchasing lab supplies under a purchase commitment agreement. The present value of the minimum future obligations of $370,000 was calculated based on an interest rate of 3.25%. Depreciation and amortization expense related to this finance lease was $59,000 and $77,000 for the years ended April 30, 2026 and 2025, respectively. Interest on the related finance lease liability was approximately $600 and $3,000 for the years ended April 30, 2026 and 2025, respectively.

During fiscal 2023, the Company recognized a finance lease for laboratory equipment. This equipment was obtained as the result of a laboratory supplies purchase commitment with costs of approximately $368,000 at inception through May 2027. Cash payments for this lease are in the form of consideration for purchasing lab supplies under a purchase commitment agreement. The present value of the minimum future obligations of $368,000 was calculated based on an interest rate of 3.5%. Depreciation and amortization expense related to this finance lease was $76,000 and $73,000 for the years ended April 30, 2026 and 2025, respectively. Interest on the related finance lease liability was approximately $4,000 and $7,000 for the years ended April 30, 2026 and 2025, respectively.

As noted above, the Company's financing leases are for laboratory equipment. The associated liabilities for these leases are classified on the consolidated balance sheets within other current and other non-current liabilities. The weighted average remaining lease term of these leases is 1.08 years.

Financing lease assets (lab equipment) and lease liabilities related to our current financing leases are as follows (in thousands):

Future minimum lease payments due each fiscal year as follows (in thousands):

Note 5. Revenue from Contracts with Customers

Oncology Revenue

The following table represents disaggregated revenue for the twelve months ended April 30, 2026 and 2025:

TOS data license revenue represents revenue from the sale of a license to access certain of the Company's PDX data. Other TOS revenue represents additional services provided to the Company's pharmaceutical and biotechnology customers, specifically flow cytometry services and software-as-a-service ("SaaS") provided via our Lumin Bioinformatics software.

Contract Balances

Contract assets include unbilled amounts typically resulting from revenue recognized in excess of the amounts billed to the customer for which the right to payment is subject to factors other than the passage of time. These amounts may not exceed their net realizable value. Contract assets are classified as current. Contract liabilities consist of customer payments received in advance of performance and billings in excess of revenue recognized, net of revenue recognized from the balance at the beginning of the period. Contract assets and liabilities are presented on the balance sheet on a net contract-by-contract basis at the end of each reporting period. Refer to Note 3 for related balances.

Note 6. Significant Customers

For the year ended April 30, 2026, one of our customers accounted for 10% or more of our total revenue, at 24%. For the year ended April 30, 2025, the same customer accounted for 10% or more of our total revenue, at 13%, and an additional customer accounted for 10% of our total revenue.

As of April 30, 2026, our significant customer also accounted for 25% of our total net accounts receivable balance.

Note 7. Commitments and Contingencies

Legal Matters

The Company is not currently party to any legal matters to its knowledge. The Company is not aware of any other matters that would have a material impact on the Company’s financial position or results of operations.

Registration Payment Arrangements

The Company has entered into an Amended and Restated Registration Rights Agreement in connection with a private placement in March 2015. This Amended and Restated Registration Rights Agreement contains provisions that may call for the Company to pay penalties in certain circumstances. This registration payment arrangement primarily relates to the Company’s ability to file a registration statement within a particular time period, have a registration statement declared effective within a particular time period and to maintain the effectiveness of the registration statement for a particular time period. The Company has not accrued any liquidated damages associated with the Amended and Restated Registration Right Agreement as the Company has filed the required registration statement and anticipates continued compliance with the agreement.

Royalties

The Company contracts with third-party vendors to license tumor samples for development into PDX models and use in our TOS business. These types of arrangements have an upfront fee ranging from approximatelynil to $30,000 per tumor sample depending on the successful growth of the tumor model and ability to develop them into a sellable product. The upfront costs are expensed as incurred. In addition, under certain agreements, for a limited period of time, the Company is subject to royalty payments if the licensed tumor models are used for sale in our TOS business, ranging from 2% to 20% of the contract price after recouping certain initiation costs. Some of these arrangements also set forth an annual minimum royalty due regardless of tumor models used for sale. For the years ended April 30, 2026 and 2025, the Company has recognized approximately $594,000 and $462,000 in expense related to these royalty arrangements, respectively. Royalty expense is included in cost of oncology revenue in the accompanying consolidated statements of operations.

Note 8. Stock-based Payments

Stock-based compensation in the amount of $1.2 million and $654,000 was recognized for years ended April 30, 2026 and 2025, respectively. Stock-based compensation costs were recorded as follows (in thousands):

For the twelve months ended April 30, 2026, stock-based compensation expense for research and development includes approximately $129,000, for options granted by the Company's wholly-owned subsidiary, Corellia, to certain of its employees.

The Company has in place a 2021 Equity Incentive Plan and 2010 Equity Incentive Plan as well as the 2023 Global Equity Incentive Plan which is specific to Corellia (collectively, the "Plans"). In general, these Plans provide for stock-based compensation to the Company’s employees, directors and non-employees. The 2010 and 2021 Plans also provide for limits on the aggregate number of shares that may be granted, the term of grants and the strike price of option awards.

2021 Equity Incentive Plan

As part of the 2021 Annual Shareholders Meeting, shareholders approved the adoption of the 2021 Equity Incentive Plan (“2021 Equity Plan”). The purpose of the 2021 Equity Plan is to grant (i) Non-statutory Stock Options; (ii) Incentive Stock Options; (iii) Restricted Stock Awards; and/or (iv) Stock Appreciation Rights (collectively, stock-based compensation) to its employees, directors and non-employees. Total stock awards under the 2021 Equity Plan shall not exceed 2 million shares of common stock. Options and Stock Appreciation Rights expire no later thanten years from the date of grant and the awards vest as determined by the Board of Directors (the "Board") or Chief Executive Officer. Options and Stock Appreciation Rights have a strike price not less than 100% of the fair market value of the common stock subject to the option or right at the date of grant. As of April 30, 2026, approximately 80,000 shares were left to issue under this plan and 1.9 million options granted under the 2021 plan were outstanding.

2010 Equity Incentive Plan

On February 18, 2011, shareholders owning a majority of the issued and outstanding shares of the Company executed a written consent approving the 2010 Equity Incentive Plan (“2010 Equity Plan”). The purpose of the 2010 Equity Plan is to grant (i) Non-statutory Stock Options; (ii) Restricted Stock Awards; and (iii) Stock Appreciation Rights (collectively, stock-based compensation) to its employees, directors and non-employees. Total stock awards under the 2010 Equity Plan shall not exceed 30,000,000 shares of common stock. Options and Stock Appreciation Rights expire no later thanten years from the date of grant and the awards vest as determined by the Board. Options and Stock Appreciation Rights have a strike price not less than 100% of the fair market value of the common stock subject to the option or right at the date of grant. After February 2021, no more shares were available to be issued from this plan. As of April 30, 2026, approximately 732,000 options granted under the 2010 plan were still outstanding.

2023 Global Equity Incentive Plan

As part of the establishment of Corellia, the subsidiary's Board of Directors approved the adoption of the 2023 Global Equity Incentive Plan ("the Plan"). The purpose of the Plan is to grant (i) Non-statutory Stock Options; (ii) Incentive Stock Options; and/or (iii) Restricted Stock Awards (collectively, stock-based compensation) to its employees, directors and non-employees. Options expire no later thanten years from the date of grant. Options awards vest as follows, unless otherwise determined by the subsidiary's Board or Plan Administrator, twenty-five percent (25%) of the options grant on the first anniversary of the vesting commencement date (and in the absence of such determination, of date on which such Options were granted), and six and one-quarter percent (6.25%) of the options grant at the end of each subsequent three-month period thereafter over the course of the following three (3) years.

Director Compensation Plan

On December 12, 2013, the Compensation Committee of the Board (the "Committee") adopted changes to the Director Compensation Plan of 2010 (the “Director Plan”) effective December 1, 2013. Under the Director Plan, independent directors of the Company were entitled to an annual award of afive-year option to purchase 8,333 shares of the Company’s common stock, and the Chairman of the Board of the Company was entitled to an annual award of afive-year option to purchase 16,667 shares of the Company’s common stock. Independent directors who serve as chairperson of a committee were also to receive an annual grant of afive-year option to purchase 1,667 shares of the Company’s common stock.

During fiscal year 2021, the Committee adopted the Director Compensation Plan of 2021 (the "2021 Plan"). Under the 2021 Plan, independent directors are entitled to an annual base compensation of $100,000 which can be received in eitherten-year options to purchase shares of the Company's stock, which vest fully over aone-year period, or a combination of options and cash, where cash received is not to exceed $35,000. The Chairman of the Board’s annual compensation was set at an equivalent of $150,000. Compensation for independent directors who serve as chairperson of a committee was set at an equivalent of between $110,000 to $120,000. All options issued under the 2021 Plan vest quarterly at a rate of 25%. Option grants will typically be issued after the annual shareholder meeting which will generally be held in October of each year. New directors will receive compensation upon joining the Board equal to a pro-rata equivalent for the remainder of the year. Options issued under the 2021 Plan are issued pursuant to the 2021 Equity Plan.

Stock Option Grants

Black-Scholes and Monte Carlo assumptions used to calculate the fair value of Champions options granted by the Company during the years ended April 30, 2026 and 2025 were as follows:

The weighted average fair value at grant date of stock options granted during the years ended April 30, 2026 and 2025, was $4.10 and $2.86, respectively.

Black-Scholes assumptions used to calculate the fair value of Corellia options granted by Corellia during May 2025 were as follows:

The weighted average fair value at grant date of stock options granted during year ended April 30, 2026 was $1,364. There have beenno Corellia stock options granted prior to or since the first quarter of fiscal 2026 andno options were granted during the year ended April 30, 2025.

The Company’s stock options activity and related information as of and for the years ended April 30, 2026 and 2025 is as follows:

The remaining unrecognized stock-based compensation expense at April 30, 2026 was $4.1 million. Of this amount, $2.1 million is expected to be recognized over weighted-average periods ranging from 1.8 to 2.58 years. The remaining

$2.0 million relates to awards with performance-based conditions that are not currently considered probable of achievement and will be recognized only if and when the applicable performance conditions become probable. As of April 30, 2026, there were 490,000 options that have these performance-based vesting provisions and are subject to forfeiture, in whole or in part, if these performance conditions are not achieved. Management assesses, on an ongoing basis, the probability of whether the performance criteria will be achieved and, if it is deemed probable, stock-based compensation expense is recognized over the relevant performance period.

The stock options activity for the Corellia 2023 Global equity incentive plan for the year ended April 30, 2026 was as follows:

The remaining unrecognized stock-based compensation expense at April 30, 2026 was $281,000. This amount relates to time-based awards with a remaining weighted average recognition period of 2.06 years

Share Repurchase Program

On March 29, 2023, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $5.0 million of the Company’s common stock. The share repurchase program is designed in accordance with Rule 10b-18 of the Exchange Act. The shares may be purchased from time to time in the open market, as permitted under applicable rules and regulations, at prevailing market prices. The timing and amount of repurchases will depend on market conditions, share price, applicable legal requirements and other factors. The program does not obligate the Company to acquire a minimum number of shares. As of April 30, 2026, the Company had purchased approximately 120,300 shares of its common stock, at an average price of $5.73 per share, totaling approximately $708,000 and leaving an available balance of approximately $4.3 million authorized by the Board for use in the program as of that date. The Company didnot purchase any shares of its common stock during the year ended April 30, 2026.

Note 9. Provision for (Benefit from) Income Taxes

The following table presents the components of income (loss) before income taxes and the related income tax expense (benefit) (in thousands):

(a)Taxes in California, Connecticut, Pennsylvania, and New York City make up the majority of the current U.S. state and local income tax.

Income taxes paid (net of refunds received) related to continuing operations are presented on a cash basis and were as follows (in thousands):

The expected tax expense / (benefit) based on the United States statutory federal tax rate is reconciled with actual tax expense / (benefit) as follows (in thousands):

(b) Taxes in California, Connecticut, Pennsylvania, and New York City make up the majority of the effect of the U.S. state and local tax category.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of April 30, 2026 and 2025 consist of the following (in thousands):

Management has evaluated the available evidence about future tax planning strategies, taxable income, and other possible sources of realization of deferred tax assets and has established a full valuation allowance against its net deferred tax assets as of April 30, 2026 and 2025. For the years ended April 30, 2026 and 2025, the Company recorded a valuation allowance of $16.3 million and $14.8 million, respectively. The net increase in the valuation allowance of $1.5 million during the fiscal year ended April 30, 2026, was mainly due to increases in the deferred tax assets related to the net operating loss carryforward, net of decreases for other timing differences. The net increase of $1.5 million related to the U.S. federal and state/local jurisdictions of $0.1 million and $1.4 million, respectively. The valuation allowance related to the state/local jurisdictions increased mainly due to changes in the blended state statutory tax rate due to changes in state apportionment percentages.

The net decrease in the valuation allowance of $3.3 million during the fiscal year ended April 30, 2025, was mainly due to decreases in the deferred tax assets related to the net operating loss carryforward, stock-based compensation, and capitalized research expenses. The net decrease of $3.3 million related to the U.S. federal and state/local jurisdictions of $3.1 million and $200,000, respectively. Management continues to assess the realizability of the deferred tax assets at each interim and annual balance sheet date based upon actual and forecasted operating results.

As of April 30, 2026 and 2025, the Company’s estimated U.S. net operating loss carry-forwards were approximately $41.0 million and $35.1 million, respectively. Net operating losses generated prior to May 1, 2018 have a 20-year carryforward and will begin expiring in 2034 for federal and 2031 for state and local tax purposes. Losses generated in the fiscal years since the year ended April 30, 2019 may be carried forward indefinitely. A valuation allowance has been recorded against all of the deferred tax assets related to the loss carryforwards.

Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership may result in a limitation on the amount of net operating losses that may be utilized in future years. During the fiscal year ended April 30, 2013, approximately $12.0 million of the Company’s net operating losses became subject to limitation under Internal Revenue Code Section 382 in connection with an ownership change on January 28, 2013. As a result of the ownership change, the Company’s annual limitation on its use of net operating loss carry-forwards is approximately $432,000.

The Company files income tax returns in various jurisdictions with varying statutes of limitations. As of April 30, 2026, the earliest tax year still subject to examination for state purposes is fiscal 2022. The Company’s tax years for periods ending April 30, 2014 and forward are subject to examination by the United States and certain states due to the carry-forward of unutilized net operating losses. In Israel, tax returns remain open to review by the Israel Tax Authority (ITA) for four years from the end of the tax year in which the return was filed. The Company's tax years for periods ending April 30, 2020 and forward are subject to examination by the ITA.

The Company intends to indefinitely reinvest the earnings of its foreign subsidiaries and, therefore, has not recognized deferred taxes on the related outside basis differences.

A reconciliation of the Company’s uncertain tax positions for years ended April 30, 2026 and 2025 is as follows (in thousands):

As of May 1, 2024, the above amount of $181,000 was included in other long-term liabilities.

Note 10. Earnings Per Share

A reconciliation of net income and number of shares used in computing basic and diluted earnings per share was as follows:

The following table reflects the total potential stock-based instruments outstanding at April 30, 2026 and 2025 that could have an effect on the future computation of dilution per common share. These figures were not included in the above calculation as, to do so, would be antidilutive:

Note 11. Related Party Transactions

Related party transactions include transactions between the Company and its shareholders, management, or affiliates. The following transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the parties.

Consulting Services

For fiscal years ended April 30, 2026 and 2025, the Company paid a member of its Board of Directors $0 and $12,000, respectively for consulting services unrelated to his duties as a board member. All of the amounts paid to this related party have been recognized in expense in the period the services were performed within general and administrative expenses in the accompanying consolidated statements of operations.

Note 12. Leases

The Company accounts for its leases under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both an operating lease ROU asset and operating lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred. The Company has elected to apply the short-term lease exemption practical expedient for each class of underlying assets and excludes short-term leases having initial terms of 12 months or less. The Company recognizes rent expense on a straight-line basis over the lease term for these short-term leases. The Company has determined that no material embedded leases exist. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

Operating Leases

The Company currently leases certain office equipment and its office and laboratory facilities under non-cancelable operating leases. Rent expense for operating leases is recognized on a straight-line basis over the lease term from the lease commencement date through the scheduled expiration date. Rent expenses totaled $1.8 million for the years ended April 30, 2026 and 2025.

The Company leases the following facilities:

•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 2026. The Company recognized $78,000 and $75,000 of rent expense relative to this lease for fiscal 2026 and 2025, respectively.

•1330 Piccard Drive Suite 025, Rockville, MD 20850, which consists of laboratory and office space where the Company conducts operations related to its primary service offerings. The Company executed the original lease in January 2017 and the operating commencement date was August 11, 2017. The lease was amended to expand the premises and extend the expiration date in March 2020 and again in December 2020. This lease expires in February 2029. The Company recognized $1.7 million of rent expense for both fiscal 2026 and 2025.

•VIA LEONE XIII, 14, Milan, Italy, which consists of laboratory and office space where the Company conducted operations related to its flow cytometry service offerings. The Company executed the lease in November 2022. The lease was set to expire October 31, 2028. During the three months ended October 31, 2025, the Company exercised its right to terminate the lease early. The lease terminated April 30, 2026 and the Company is not currently utilizing a physical site in Italy. As part of this lease modification, the Company recorded a reduction to its right of use asset related to this lease of $108,000 during the year ended April 30, 2026. The Company also recorded a reduction to the current and non-current portions of the related operating lease liabilities of $16,000 and $101,000, respectively, during the year. These reductions resulted in the recording of a gain on lease termination of $9,000. The Company recognized $50,000 of rent expense associated with this lease in Italy for both fiscal 2026 and 2025.

ROU assets and lease liabilities related to the Company's current operating leases are as follows (in thousands):

As of April 30, 2026, the weighted average remaining operating lease term and the weighted average discount rate were 2.79 years and 5.82%, respectively. As of April 30, 2025, the weighted average remaining operating lease term and the weighted average discount rate were 3.75 years and 5.89%, respectively.

Future minimum lease payments for operating leases due each fiscal year are as follows (in thousands):

The composition of total lease cost for the years ended April 30, 2026 and 2025 were as follows (in thousands):

Refer to Note 4, Property and Equipment, for more information on financing leases.

Note 13. Subsequent Events

On June 5, 2026, subsequent to the 2026 fiscal year-end balance sheet date, the Company executed an amendment to its existing operating lease for its office and lab space located in Rockville, MD , extending the lease term through March 31, 2037. The amendment will be accounted for as a lease modification in accordance with ASC 842 in the first quarter of fiscal 2027.

Based on its preliminary assessment, the Company expects the lease modification to increase its operating lease right-of-use assets and its operating lease liabilities by approximately $6.3 million. The amendment is also expected to increases the Company's future contractual minimum lease payment obligations by approximately $16.9 million over the remaining lease term through March 31, 2037. These amounts are preliminary and may change upon completion of the Company's detailed lease accounting analysis.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Exhibit Index

• Filed herewith

** Furnished hereto.

*** Management contract or compensatory plan or arrangement.