Champions Oncology (CSBR) SC 13D/ACHAMPIONS ONCOLOGY / New Enterprise Associates 14 ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Champions Oncology, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

15870P307

(CUSIP Number)

Stephanie Brecher

New Enterprise Associates

1954 Greenspring Drive, Suite 600

Timonium, MD 21093

(410) 842-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 15, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer.

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D originally filed on March 24, 2015, and relates to the common stock, $0.001 par value (the “Common Stock”) of Champions Oncology, Inc. (the “Issuer”) having its principal executive office at One University Plaza, Suite 307, Hackensack, NJ 07601.

Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.

This Amendment No. 1 is being filed to report that the beneficial ownership of the outstanding Common Stock held by the Reporting Persons (as defined below) has decreased by more than 1% as a result of an increase in the number of shares of Common Stock outstanding. 

Item 2. Identity and Background.

This statement is being filed by:

(a)  New Enterprise Associates 14, L.P. (“NEA 14”); NEA Partners 14, L.P. (“NEA Partners 14”), which is the sole general partner of NEA 14; and NEA 14 GP, LTD (“NEA 14 LTD” and together with NEA Partners 14, the “Control Entities”), which is the sole general partner of NEA Partners 14; and

(b)  Forest Baskett (“Baskett”), Anthony A. Florence, Jr. (“Florence”), Patrick J. Kerins (“Kerins”), and Scott D. Sandell (“Sandell”) (together, the “Directors”) and Mohamad H. Makhzoumi (“Makhzoumi”), M. James Barrett (“Barrett”), Peter J. Barris (“Barris”), Ryan D. Drant (“Drant”), Krishna S. Kolluri (“Kolluri”), David M. Mott (“Mott”), Peter W. Sonsini (“Sonsini”) and Ravi Viswanathan (“Viswanathan”).

The Directors are the directors of NEA 14 LTD. Makhzoumi is a member of the Executive Committee of NEA Management Company, LLC (the “Executive Committee”).

The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The address of the principal business office of NEA 14, each Control Entity, Kerins and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett and Makhzoumi is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5^th Avenue, 19^th Floor, New York, NY 10011.

The principal business of NEA 14 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 14 is to act as the sole general partner of NEA 14. The principal business of NEA 14 LTD is to act as the sole general partner of NEA Partners 14. The principal business of each of the Directors and the Executive Committee is to manage the Control Entities, NEA 14 and a number of affiliated partnerships with similar businesses.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

NEA 14 and NEA Partners 14 are exempted limited partnerships organized under the laws of the Cayman Islands. NEA 14 LTD is an exempted company organized under the laws of the Cayman Islands. Each of the Directors is a United States citizen.

Makhzoumi is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

Item 4. Purpose of Transaction.

Not applicable.

Item 5. Interest in Securities of the Issuer.

Each Reporting Person disclaims beneficial ownership of the NEA 14 Shares other than those shares which such person owns of record.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on the 13,593,767 shares reported by the Issuer to be outstanding as of March 8, 2024 in the Issuer’s Form 10-Q filed on March 15, 2024.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Not applicable. 

Item 7. Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXECUTED this 6^th day of May, 2024.

NEW ENTERPRISE ASSOCIATES 14, L.P.

  By:          *                                

 Scott D. Sandell

 Director 

NEA PARTNERS 14, L.P.

By:          *                                

Scott D. Sandell

Director

NEA 14 GP, LTD

By:          *                                

Scott D. Sandell

Director

                 *                        

M. James Barrett

                 *                        

Peter J. Barris

                 *                        

Forest Baskett

                 *                        

Ryan D. Drant

                 *                        

Patrick J. Kerins

                 *                        

Krishna S. Kolluri

                 *                        

Anthony A. Florence, Jr.

                 *                        

David M. Mott

                 *                        

Scott D. Sandell

                 *                        

Peter W. Sonsini

                 *                        

Ravi Viswanathan

EXECUTIVE COMMITTEE: 

                 *                        

Mohamad H. Makhzoumi

*/s/ Stephanie Brecher           

Stephanie Brecher

As attorney-in-fact

This Amendment No. 1 to Schedule 13D was executed by Stephanie Brecher on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Champions Oncology, Inc.

EXECUTED this 6^th day of May, 2024.

NEW ENTERPRISE ASSOCIATES 14, L.P.

  By:          *                                

 Scott D. Sandell

 Director 

NEA PARTNERS 14, L.P.

By:          *                                

Scott D. Sandell

Director

NEA 14 GP, LTD

By:          *                                

Scott D. Sandell

Director

                 *                        

M. James Barrett

                 *                        

Peter J. Barris

                 *                        

Forest Baskett

                 *                        

Ryan D. Drant

                 *                        

Patrick J. Kerins

                 *                        

Krishna S. Kolluri

                 *                        

Anthony A. Florence, Jr.

                 *                        

David M. Mott

                 *                        

Scott D. Sandell

                 *                        

Peter W. Sonsini

                 *                        

Ravi Viswanathan

EXECUTIVE COMMITTEE: 

                 *                        

Mohamad H. Makhzoumi

*/s/ Stephanie Brecher           

Stephanie Brecher

As attorney-in-fact

This Agreement relating to Schedule 13D was executed by Stephanie Brecher on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of August, 2013. 

/s/ M. James Barrett              

M. James Barrett

/s/ Peter J. Barris                    

Peter J. Barris

/s/ Forest Baskett                  

Forest Baskett

/s/ Rohini Chakravarthy       

Rohini Chakravarthy

/s/ Patrick Chung                   

Patrick Chung

/s/ Ryan Drant                        

Ryan Drant

/s/ Anthony A. Florence      

Anthony A. Florence

/s/ Robert Garland                 

Robert Garland

/s/ Paul Hsiao                         

Paul Hsiao

/s/ Patrick J. Kerins                

Patrick J. Kerins

/s/ Suzanne King                   

Suzanne King

/s/ Krishna S. Kolluri            

Krishna S. Kolluri

/s/ C. Richard Kramlich         

C. Richard Kramlich

/s/ Edward Mathers              

Edward Mathers

/s/ David M. Mott                 

David M. Mott

/s/ John M. Nehra                  

John M. Nehra

/s/ Charles W. Newhall III    

Charles W. Newhall III

/s/ Jason R. Nunn                  

Jason R. Nunn

/s/ Jon Sakoda                       

Jon Sakoda

/s/ Scott D. Sandell                

Scott D. Sandell

/s/ Peter W. Sonsini              

Peter W. Sonsini

/s/ A. Brooke Seawell            

A. Brooke Seawell

/s/ Ravi Viswanathan            

Ravi Viswanathan

/s/ Paul E. Walker                  

Paul E. Walker

/s/ Harry Weller                     

Harry Weller