Exhibit 3(i)
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): August 11, 2015
CHAMPIONS ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-17263 | 52-1401755 |
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification No.) |
1 University Plaza, Suite 307, Hackensack, New Jersey 07601
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (410) 369-0365
Applicable
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.03. | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 11, 2015, Champions Oncology, Inc. (“Champions”) filed an amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware, which each twelve (12) shares of Common Stock outstanding as of 5:00 p.m. eastern time on the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware (the "Effective Time") shall be converted and reclassified into one (1) share of Common Stock (the "Reverse Stock Split").
A copy of the Amendment is attached to this Current Report on Form 8K as Exhibit 3(i).
| Item 8.01. | Other Events. |
On August 12, 2015, Champion’s Oncology, Inc. (the “Company”) issued a press release attached hereto as Exhibit 99.1 announcing a 1-for12 reverse stock split of the Company’s authorized, issued and outstanding common stock. The reverse stock split is in preparation for the Company’s proposed listing of its common stock on the NASDAQ Capital Market.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibit filed herewith:
Exhibit No.
| 3(i) | Certificate of Amendment to the Certificate of Incorporation, as filed with the Delaware Secretary of State on August 11, 2015 | |
| 99.1 | Press Release dated August 12, 2015 |
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.
| CHAMPIONS ONCOLOGY, INC. | ||
| (Registrant) | ||
| Date: August 12, 2015 | By: | /s/ Joel Ackerman |
| Joel Ackerman | ||
| Chief Executive Officer | ||
Exhibit 3(i)
Exhibit 99.1
Champions Oncology Announces Reverse Stock Split in Preparation for Uplisting to NASDAQ
Hackensack, NJ – August 12, 2015 – Champions Oncology, Inc. (OTC: CSBR), engaged in the development of advanced technology solutions and services to personalize the development and use of oncology drugs, today announced a 1-for-12 reverse stock split of the Company’s authorized, issued and outstanding common stock. The reverse stock split is in preparation for the Company’s proposed listing of its common stock on the NASDAQ Capital Market. The company’s common stock will begin trading on a post-split basis at the opening of trading on August 12, 2015.
Joel Ackerman, Chief Executive Officer commented, “This reverse stock split is a significant milestone and one of the last remaining actions in our intended uplisting to NASDAQ. We believe that Champions Oncology represents a great investment opportunity; uplisting to a major exchange like NASDAQ is the next logical step in attracting a broader base of informed investors interested in participating in our future.“
Following the 1-for-12 reverse stock split, every 12 shares of issued and outstanding common stock will be converted to 1 share of issued and outstanding common stock, and the authorized shares of common stock will be reduced from 107,561,698 to 8,963,474 shares. All fractional shares will be rounded down to the nearest whole share. As of today, Champions Oncology common stock will trade under the ticker symbol CSBRD for a period of 20 business days. After that time, the Company’s symbol will once again be CSBR. A new CUSIP number 15870P307 has been assigned to the Company’s common stock as a result of the reverse split. Before any listing of the common stock on the NASDAQ Capital Market could occur, NASDAQ will need to approve the Company’s application for listing.
Shareholders should direct any questions concerning the reverse split to their broker or the Company’s transfer agent, Mountain Share Transfer, LLC., (303) 460-1149.
About Champions Oncology, Inc.
Champions Oncology, Inc. is engaged in the development of advanced technology solutions and services to personalize the development and use of oncology drugs. The Champions TumorGraft® technology platform is a novel approach to personalizing cancer care based upon the implantation of primary human tumors in immune deficient mice followed by propagation of the resulting engraftments in a manner that preserves the biological characteristics of the original human tumor in order to determine the efficacy of a treatment regimen. The Company uses this technology in conjunction with related services to offer solutions for two customer groups: Personalized Oncology Solutions, in which results help guide the development of personalized treatment plans, and Translational Oncology Solutions, in which pharmaceutical and biotechnology companies seeking personalized approaches to drug development can lower the cost and increase the speed of developing new drugs. Champions TumorGraft models are procured through agreements with a number of institutions in the U.S. and overseas as well as through Champions’ Personalized Oncology Solutions business. For more information, please visit www.championsoncology.com.
Forward Looking Statement
This press release may contain "forward-looking statements" (within the meaning of the Private Securities Litigation Act of 1995) that inherently involve risk and uncertainties. Champions Oncology generally uses words such as "believe," "may," "could," "will," "intend," "expect," "anticipate," "plan," and similar expressions to identify forward-looking statements. One should not place undue reliance on these forward-looking statements. The Company's actual results could differ materially from those anticipated in the forward-looking statements for many unforeseen factors. See Champions Oncology's Form 10-K for the fiscal year ended April 30, 2015 for a discussion of such risks, uncertainties and other factors. Although the Company believes the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and Champions Oncology's future results, levels of activity, performance or achievements may not meet these expectations. The Company does not intend to update any of the forward-looking statements after the date of this press release to conform these statements to actual results or to changes in Champions Oncology's expectations, except as required by law.