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CSBR > SEC Filings for CSBR > Form 8-K on 6-Feb-2014All Recent SEC Filings

Show all filings for CHAMPIONS ONCOLOGY, INC.



Entry into a Material Definitive Agreement, Financial Statements and Exh

Item 1.01. Entry into a Material Definitive Agreement.

On January 29, 2014, Champions Oncology, Inc. (the "Company") executed amendments to its Securities Purchase Agreement dated March 24, 2011 (the "2011 Securities Purchase Agreement") and to its Securities Purchase Agreement dated January 28, 2013 (together with the 2011 Securities Purchase Agreement, the "Securities Purchase Agreements") with certain of the parties thereto, in each case revising the definition of "Change of Control" as it appears on the Securities Purchase Agreements.

On January 29, 2014, the Company also entered into an agreement (the "Put Right Agreement") with Joel Ackerman, its Chief Executive Officer and a Director, and Ronnie Morris, its President and a Director, both of whom bought securities from the Company pursuant to the Securities Purchase Agreements, that, if the Company's Board of Directors votes on a transaction, event or approval that would constitute a Put Option Trigger Event (as defined in each of the Securities Purchase Agreements), each of Ackerman and Morris shall either (a) recuse themselves from voting as a member of the Board of Directors on such transaction, event or approval or (b) be entitled to vote but forego exercising or receiving the benefit of their Put Right (as defined in each of the Securities Purchase Agreements).

The foregoing description is a summary only and is qualified in its entirety by reference to the full text of the amendments to the Securities Purchase Agreements and the Put Rights Agreement, which are attached to this Form 8-K as Exhibits 10.1, 10.2 and 10.3, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

        No.                             Exhibit Description

       10.1         Amendment No. 1 to 2011 Securities Purchase Agreement dated
                    January 29, 2014.

       10.2         Amendment No. 1 to 2013 Securities Purchase Agreement dated
                    January 29, 2014.

       10.3         Put Right Agreement dated January 29, 2014.

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