Item 1.01. Entry into a Material Definitive Agreement

Amendment No. 1 to Employment Agreement with James M. Karis. On December 7, 2012, CollabRx, Inc. (f/k/a Tegal Corporation) (the "Company") and James M. Karis entered into an Amendment No. 1 (the "Employment Agreement Amendment") to the Employment Agreement dated June 29, 2012 between the Company and Mr. Karis (the "Employment Agreement"). Pursuant to the Employment Agreement Amendment, Mr. Karis resigned as Co-Chief Executive Officer of the Company effective December 31, 2012 (the "Termination Date") but will continue to serve as a director of the Company and provide consulting services to the Company from time to time after the Termination Date. In addition, the Company waived its entitlement to recoup from Mr. Karis his signing bonus and Mr. Karis agreed to amend his RSU Agreement (as defined below) to terminate vesting as of the Termination Date. The Company and Mr. Karis also agreed to a mutual release of claims.

The full text of the Employment Agreement Amendment is filed as Exhibit 10.1 to this Current Report and incorporated herein by this reference. The description of the Employment Agreement Amendment provided above is qualified in its entirety by the full text as attached.

Amendment No. 1 to Restricted Stock Unit Award Agreement. On December 7, 2012, the Company and James M. Karis entered into an Amendment No. 1 (the "RSU Amendment") to the Restricted Stock Unit Award Agreement dated July 12, 2012 between the Company and Mr. Karis (the "RSU Agreement"). Pursuant to the RSU Amendment, the vesting of Mr. Karis's RSU award will terminate as of the Termination Date, notwithstanding Mr. Karis's continued service as a director and/or consultant.

The full text of the RSU Amendment is filed as Exhibit 10.2 to this Current Report and incorporated herein by this reference. The description of the RSU Amendment provided above is qualified in its entirety by the full text as attached.

Item 5.02. Departure of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 7, 2012, James M. Karis resigned as Co-Chief Executive Officer of the Company effective December 31, 2012. Mr. Karis will continue to serve as a director of the Company and provide consulting services to the Company from time to time after the Termination Date.

In connection with his resignation as Co-Chief Executive Officer, Mr. Karis and the Company entered into the Employment Agreement Amendment and RSU Amendment, as disclosed in Item 1.01 above.

Item 9.01. Exhibits

10.1 Amendment No. 1 to Employment Agreement, dated as of December 7, 2012, by and between CollabRx, Inc. and James M. Karis.

10.2 Amendment No. 1 to Restricted Stock Unit Award Agreement, dated as of December 7, 2012, by and between CollabRx, Inc. and James M. Karis.

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