Champions Oncology Sets Oct. 16 Shareholder Meeting, CEO Transition

TL;DR

**CSBR is shaking up its C-suite with a new CEO, so watch for potential strategic shifts that could either ignite growth or cause turbulence.**

AI Summary

CHAMPIONS ONCOLOGY, INC. (CSBR) filed a DEF 14A on August 22, 2025, outlining proposals for its Annual Meeting of Stockholders on October 16, 2025. Key proposals include the election of seven Board of Director nominees, the ratification of EisnerAmper LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2026, and a non-binding advisory vote on named executive officer compensation. The company reported 13,788,421 shares of common stock outstanding as of the August 22, 2025 Record Date. A significant leadership transition is noted, with Robert Brainin becoming Chief Executive Officer effective August 25, 2025, and Dr. Ronnie Morris transitioning to Chairman of the Board on the same date. The Board recommends voting 'FOR' all proposals, including the election of directors and the executive compensation resolution. The company aims to provide proxy materials online to reduce delivery and printing expenses, mailing notices on or about September 3, 2025.

Why It Matters

This DEF 14A filing is crucial for CSBR investors as it details the upcoming Annual Meeting, where key governance decisions will be made. The transition of Robert Brainin to CEO and Dr. Ronnie Morris to Chairman on August 25, 2025, signals a significant leadership change that could impact strategic direction and operational execution, directly affecting future revenue and net income. Investors will also weigh in on executive compensation, influencing management incentives. The ratification of EisnerAmper LLP ensures continued financial oversight, a critical factor for market confidence and competitive positioning in the oncology services sector.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director elections and auditor ratification, which present low inherent risk. The leadership transition from Dr. Ronnie Morris to Robert Brainin is clearly communicated with specific effective dates, mitigating uncertainty.

Analyst Insight

Investors should review the backgrounds of the seven director nominees and the new CEO, Robert Brainin, to understand potential strategic shifts. Participate in the advisory vote on executive compensation to signal shareholder sentiment, and monitor the Form 8-K filing post-meeting for final voting results.

Executive Compensation

Key Numbers

• 13,788,421 — Shares outstanding (As of the Record Date, August 22, 2025, each share is entitled to one vote.)
• October 16, 2025 — Annual Meeting Date (Date when stockholders will vote on key proposals.)
• August 22, 2025 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting.)
• September 3, 2025 — Approximate Mailing Date (Date for mailing E-Proxy Notices to stockholders.)
• 7 — Number of Director Nominees (Seven individuals are proposed for election to the Board of Directors.)
• 9:00 a.m. Eastern time — Meeting Start Time (Time the Annual Meeting of Stockholders will commence.)
• 551-206-8104 — Company Telephone Number (Contact number for investor relations and CFO David Miller.)

Key Players & Entities

• CHAMPIONS ONCOLOGY, INC. (company) — Registrant and subject of the DEF 14A filing
• Robert Brainin (person) — Incoming Chief Executive Officer and Director effective August 25, 2025
• Ronnie Morris, M.D. (person) — Outgoing Chief Executive Officer, transitioning to Chairman of the Board effective August 25, 2025
• EisnerAmper LLP (company) — Independent registered public accounting firm proposed for ratification
• David Miller (person) — Chief Financial Officer and designated proxy holder
• SEC (regulator) — Securities and Exchange Commission, governing body for filings
• Joel Ackerman (person) — Director nominee
• David Sidransky, M.D. (person) — Director nominee
• Daniel Mendelson (person) — Director nominee
• Scott R. Tobin (person) — Director nominee

FAQ

Industry Context

Champions Oncology operates within the oncology sector, focusing on personalized medicine and advanced diagnostics. The industry is characterized by rapid scientific advancements, increasing demand for targeted therapies, and a complex regulatory environment. Companies in this space often face challenges related to clinical trial success, market access, and competition from both established pharmaceutical giants and emerging biotech firms.

Regulatory Implications

As a public company, Champions Oncology is subject to SEC regulations, including the timely filing of proxy statements and adherence to corporate governance standards. The non-binding advisory vote on executive compensation is a requirement under Dodd-Frank, allowing shareholders to express their views on pay practices. Compliance with accounting standards and auditor ratification are also critical regulatory aspects.

What Investors Should Do

1. Review the proxy statement carefully to understand the proposals, especially the director nominees and executive compensation details.
2. Vote your shares by the deadline, either online or by returning a proxy card, to ensure your voice is heard.
3. Consider the Board's recommendation to vote 'FOR' all proposals, but make an independent decision based on your assessment of the company's strategy and leadership.
4. Note the leadership transition with Robert Brainin as CEO and Dr. Ronnie Morris as Chairman, and evaluate its potential impact on the company's future direction.
5. Check the company's website or the provided e-proxy link for any updates or additional information before the meeting.

Key Dates

• 2025-10-16: Annual Meeting of Stockholders — Stockholders will vote on the election of directors, ratification of auditors, and executive compensation.
• 2025-08-22: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting. 13,788,421 shares outstanding.
• 2025-09-03: Approximate Mailing Date of E-Proxy Notice — Stockholders will receive notice on how to access proxy materials online, aiming to reduce costs.
• 2026-04-30: Fiscal Year End — The fiscal year for which EisnerAmper LLP is being ratified as the independent registered public accounting firm.

Glossary

DEF 14A

A Definitive Proxy Statement filed with the SEC, providing detailed information to shareholders about matters to be voted on at an annual or special meeting. (This document outlines the proposals for Champions Oncology's Annual Meeting, including director elections and executive compensation.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (August 22, 2025, is the Record Date for Champions Oncology's meeting, with 13,788,421 shares outstanding.)

E-Proxy Notice

A notice sent to shareholders informing them that proxy materials are available online, along with instructions on how to access them. (Champions Oncology is using this method to reduce printing and delivery expenses, with notices mailed around September 3, 2025.)

Named Executive Officers (NEOs)

The top executive officers of a company whose compensation is disclosed in detail in proxy statements. (Shareholders will vote on a non-binding advisory resolution regarding the compensation of Champions Oncology's NEOs.)

Plurality Vote

A voting standard where the candidate who receives the most votes is elected, even if they do not receive a majority of the votes cast. (This is the voting standard for electing the seven director nominees at the meeting.)

Quorum

The minimum number of shares that must be represented at a meeting (in person or by proxy) for business to be legally transacted. (A majority of the outstanding shares as of the Record Date must be present for the meeting to be conducted.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting and does not contain comparative financial data from a previous year's proxy filing. However, it does highlight a significant leadership transition with Robert Brainin stepping into the CEO role and Dr. Ronnie Morris moving to Chairman, effective August 25, 2025. The company is also continuing its practice of providing proxy materials online to reduce costs, as indicated by the mailing of e-proxy notices.

Key Financial Figures

• $0.001 — of the Company's common stock par value $0.001 per share (the "Shares"). The Board of

Filing Documents

• csbr-20250822.htm (DEF 14A) — 441KB
• csbr-20250822_g1.jpg (GRAPHIC) — 94KB
• csbr-20250822_g2.jpg (GRAPHIC) — 83KB
• csbr-20250822_g3.jpg (GRAPHIC) — 5KB
• 0000771856-25-000009.txt ( ) — 1341KB
• csbr-20250822.xsd (EX-101.SCH) — 2KB
• csbr-20250822_def.xml (EX-101.DEF) — 2KB
• csbr-20250822_lab.xml (EX-101.LAB) — 3KB
• csbr-20250822_pre.xml (EX-101.PRE) — 1KB
• csbr-20250822_htm.xml (XML) — 71KB

From the Filing

csbr-20250822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Champions Oncology, Inc. (Name of Registrant as Specified in Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: o Fee paid previously with preliminary materials. o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Champions Oncology, Inc. One University Plaza, Suite 307 Hackensack, New Jersey 07601 Notice of Annual Meeting of Stockholders to be held on October 16, 2025 To the Stockholders of Champions Oncology, Inc.: The Annual Meeting of Stockholders of Champions Oncology, Inc., a Delaware corporation (the "Company"), will be held at the Company's headquarters, located at One University Plaza, Suite 307, Hackensack, New Jersey 07601, on Thursday, October 16, 2025 at 9:00 a.m., Eastern time, for the following purposes: 1. Elect the seven Board of Director nominees named in the accompanying Proxy Statement to the Board of Directors for the ensuing year and until his successor has been elected and qualified, or until his earlier death, resignation or removal; 2. Ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending April 30, 2026; 3. Approve a non-binding advisory resolution relating to the compensation of our named executive officers; and 4. Transact such other business as may properly come before the meeting or any adjournments or postponements thereof. The Board of Directors has fixed August 22, 2025 as the Record Date for the determination of stockholders entitled to notice of, and to vote at, the meeting. 2 UNLESS YOU PROVIDE SPECIFIC INSTRUCTIONS AS TO HOW TO VOTE, BROKERS MAY NOT VOTE YOUR SHARES OF COMMON STOCK ON THE ELECTION OF DIRECTORS OR THE NON-BINDING ADVISORY RESOLUTION RELATING TO THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on October 16, 2025 Pursuant to rules and regulations adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials over the Internet, allowing us to provide the information stockholders need, while lowering delivery and printing expenses. On or about September 3, 2025, we will mail to our stockholders a notice containing instructions on how our stockholders may access online our 2025 Proxy Statement and 2025 Annual Report on Form 10-K. Our Form 10-K does not constitute a part of the proxy solicitation material, but provides you with additional information about the Company. These materials are available on the following website: https://www.iproxydirect.com/CSBR . We invite your attention to each of these documents, and we invite you to attend the Annual Meeting of Stockholders, in person. By Order of the Board of Directors /s/ Ronnie Morris Ronnie Morris Chief Executive Officer Hackensack, New Jersey August 22, 2025 EVEN IF YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE VOTE YOUR SHARES ONLINE, OR UPON REQUEST, OBTAIN A PROXY CARD AND RETURN IT PROMPTLY TO OUR TABULATOR. IF YOU ATTEND THE MEETING IN PERSON, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON AT THE MEETING. 3 Champions Oncology, Inc. One University Plaza, Suite 307 Hackensack, New Jersey 07601 (551) 206-8104 Proxy Statement For Annual Meeting of Stockholders Approximate Date of Mailing: September 3, 2025 The accompanying proxy is solicited by the board of directors (the "Board of Directors" or the "Board") of Champions Oncology, Inc., a Delaware corporation, in conn

View Full Filing

View this DEF 14A filing on SEC EDGAR