Brainin Robert Lawrence 4

What Happened

• Robert Lawrence Brainin, CEO and director of Champions Oncology (CSBR), was granted six option awards on July 16, 2025 totaling 700,000 underlying shares exercisable at $7.80 per share (derivative securities). The aggregate grant value reported on the Form 4 is approximately $5,460,000. These were recorded as awards/grants (transaction code A), not exercises or open-market purchases.

Key Details

• Transaction date: 2025-07-16; Filing date: 2026-01-30 (filed late relative to the transaction date).
• Option details (each grant listed in filing order):
  • 225,000 shares @ $7.80 — time-based vesting: 25% on 7/16/2026, then 1/36th monthly thereafter (F1).
  • 62,500 shares @ $7.80 — vest upon Company achieving $25M EBITDA over any consecutive four quarters (F2).
  • 62,500 shares @ $7.80 — vest when $15M of Company data revenue is recognized over any consecutive four quarters (F3).
  • 150,000 shares @ $7.80 — vest if (i) $35M EBITDA over any consecutive four quarters or (ii) $30M data revenue over any consecutive four quarters (F4).
  • 100,000 shares @ $7.80 — vest when the 45-day average closing price ≥ $16.00 (F5).
  • 100,000 shares @ $7.80 — vest when the 45-day average closing price ≥ $24.00 (F6).
• Shares owned after the transaction: not specified in the Form 4.
• Transaction code: A (award/grant); security type: derivative (options). Filing was late (filed ~6.5 months after the grant date).

Context

• These are option awards (derivative grants) with significant time- and performance-based vesting conditions — they do not represent immediate purchases of shares and are not exercises or sales. Because several grants vest only on achieving financial or stock-price targets, they may not convert to tradable shares unless conditions are met. The late filing reduces immediate transparency but does not change the nature of the awards.