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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P align="center" style="font-size: 18pt"><B>FORM 8-K</B>

<P align="center" style="font-size: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P align="center" style="font-size: 10pt"><B>Date of Report (Date of earliest event reported): May 18, 2009</B>

<P align="center">

<P align="center" style="font-size: 24pt"><B>CHAMPIONS BIOTECHNOLOGY, INC.<BR></B>
<FONT style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>

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    <TD width="32%">&nbsp;</TD>
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    <TD style="border-bottom: 1px solid #000000"><B>Delaware</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>0-17263</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>52-1401755</B></TD>
</TR>
<TR valign="top">
    <TD>(State or other Jurisdiction of Incorporation)</TD>
    <TD>&nbsp;</TD>
    <TD>(Commission File Number)</TD>
    <TD>&nbsp;</TD>
    <TD>(IRS Employer Identification No.)</TD>
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    <TD style="border-bottom: 1px solid #000000"><B>Science and Technology Park at Johns Hopkins<BR>855 N. Wolfe Street, Suite 619, Baltimore, MD</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>21205</B></TD>
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    <TD>(Address of Principal Executive Offices)</TD>
    <TD>&nbsp;</TD>
    <TD>(Zip Code)</TD>
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<P align="center" style="font-size: 10pt">Registrant&#146;s telephone number, including area code: <B>(410) 369-0365</B>


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    <TD nowrap style="border-bottom: 1px solid #000000"><B>Not Applicable</B></TD></TR>
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    <TD nowrap>(Former name or former address if changed since last report.)</TD>
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<P align="left" style="font-size: 10pt">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:

<P align="left" style="font-size: 10pt">
<FONT face="Wingdings">&#111;</FONT> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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<P align="left" style="font-size: 10pt"><B>Item&nbsp;1.01. Entry into a Material Definitive Agreement.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">The information disclosed under Item&nbsp;5.02 of this Current Report on Form 8-K with respect to the Consulting
Agreement, the Stock Purchase Agreement, and Mr.&nbsp;Martell&#146;s relationship with Champions Biotechnology, Inc. (the
&#147;Company&#148;) is incorporated by reference in response to this Item&nbsp;1.01.


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    <TD width="3%" nowrap align="left"><B>Item&nbsp;5.02.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.</B></TD>
</TR>

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<P align="left" style="font-size: 10pt; text-indent: 4%">On May&nbsp;18, 2009, James Martell, the founder of the Company, resigned as Chief Administrative Officer of the
Company, effective immediately. Mr.&nbsp;Martell will continue to provide services to the Company pursuant to the
Consulting Agreement described below. In addition, he will continue to be a member of the Company&#146;s Board of
Directors.


<P align="left" style="font-size: 10pt"><I>Consulting Agreement</I>


<P align="left" style="font-size: 10pt; text-indent: 4%">On May&nbsp;18, 2009, Mr.&nbsp;Martell and the Company entered into a Consulting Agreement under which Mr.&nbsp;Martell agreed to
assist the Company with the Company&#146;s Personalized Oncology business and other business development matters. Mr.
Martell also agreed to assist the Company with historical, strategic and tactical issues as they arise.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Consulting Agreement contemplates that Mr.&nbsp;Martell shall generally devote at least 25 hours per week to his
services to the Company. The Company will pay Mr.&nbsp;Martell $100,000 annually (payable in equal monthly installments)
under the terms of the Consulting Agreement, and it also agreed to reimburse Mr.&nbsp;Martell for reasonable and necessary
expenses incurred by him in connection with providing services to the Company. As an independent contractor, Mr.
Martell will not be eligible to participate in any of the Company&#146;s benefit programs.


<P align="left" style="font-size: 10pt; text-indent: 4%">Finally, the Consulting Agreement contains typical provisions regarding the limited scope of Mr.&nbsp;Martell&#146;s
authority within the Company, the exchange of confidential information in connection with the services to be provided
pursuant to the agreement, and non-competition matters. The Consulting Agreement provides for a term of two years,
which does not automatically renew and can only be extended if the parties agree upon such an extension in writing.
Either party may terminate the Consulting Agreement for any reason or no reason with 90&nbsp;days advance written notice,
provided that any termination by the Company must receive the prior written approval of the Chairman of the Company&#146;s
Board of Directors.


<P align="left" style="font-size: 10pt"><I>Stock Purchase Agreement</I>


<P align="left" style="font-size: 10pt; text-indent: 4%">Mr.&nbsp;Martell and the Company also entered into a Stock Purchase Agreement on May&nbsp;18, 2009, pursuant to which the
Company agreed to purchase from Mr.&nbsp;Martell up to 2,250,000 shares (the &#147;Shares&#148;) of the Company&#146;s common stock.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Stock Purchase Agreement provided for an initial purchase of Shares no later than on May&nbsp;18, 2009. At such
initial closing, the Company purchased that number of Shares as was determined by dividing $125,000 by the Purchase
Price (as defined below).


<P align="left" style="font-size: 10pt; text-indent: 4%">For so long as the Consulting Agreement described above remains in effect, the Company is obligated to purchase
from Mr.&nbsp;Martell an aggregate of $31,250 worth of Shares per calendar quarter. The first such quarterly purchase was
made on May&nbsp;18, 2009 with respect to the quarter that ended on April&nbsp;30, 2009. Subsequent quarterly purchases will be
made no later than on July&nbsp;31, October&nbsp;31, January&nbsp;31 and April&nbsp;30 until the term of the Consulting Agreement expires or is terminated by the parties. In
connection with each quarterly purchase, the Company will purchase from Mr.&nbsp;Martell that number of shares as is
determined by dividing $31,250 by the then prevailing Purchase Price.




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<P align="left" style="font-size: 10pt; text-indent: 4%">If the Consulting Agreement is terminated or not renewed pursuant to its terms, the Stock Purchase Agreement will
also be terminated and the Company&#146;s obligation to make purchases under the Stock Purchase Agreement will immediately
cease. At any time until the first anniversary of the termination of the Consulting Agreement, the Company has an
option to purchase any remaining Shares at the prevailing Purchase Price. The Company has the discretion to exercise
the option in multiple closings if it so chooses, provided that in no event shall the number of Shares purchased by the
Company under the Stock Purchase Agreement (including pursuant to the option) exceed 2,250,000 Shares.


<P align="left" style="font-size: 10pt; text-indent: 4%">Under the terms of the Stock Purchase Agreement, the &#147;Purchase Price&#148; is equal to the lesser of (i) $0.50 per
Share or (ii)&nbsp;50.0% of the volume-weighted average closing price of the Company&#146;s common stock as quoted on the OTC
Bulletin Board (or such other medium that publishes quotes of the Company&#146;s common stock) for the 30-day trading period
ending on the day before the Company gives Mr.&nbsp;Martell notice of its intent to make a purchase. If the Purchase Price
would be less than $0.50 per Share in connection with any purchase, Mr.&nbsp;Martell will not be obligated to sell such
Shares unless the Company agrees to pay $0.50 per Share. If the Company does not agree to pay such price, the Shares
that would otherwise be purchased will be carried forward, and the Company will be obligated to purchase such Shares
(and any other carry-over Shares) in the first subsequent quarter in which the Company is obligated to purchase Shares
under the Stock Purchase Agreement.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Stock Purchase Agreement also contains typical representations and warranties of the parties, as well as
typical conditions to the parties&#146; obligation to complete each closing contemplated thereunder.




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<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">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 hereunto duly authorized.



<P align="left" style="margin-left:48%; font-size: 10pt"><B>CHAMPIONS BIOTECHNOLOGY,
INC.</B>
<BR>
(Registrant)


<P align="left" style="font-size: 10pt">Date: May 21, 2009




<P align="left" style="margin-left:48%; font-size: 10pt; margin-top: -11pt">By: <U> <B>/</B>s/
Douglas D.
Burkett&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
Douglas D. Burkett
<BR>
President





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{"company-data": {"conformed-name": "CHAMPIONS BIOTECHNOLOGY, INC.", "cik": "0000771856", "assigned-sic": "2836", "irs-number": "521401755", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-17263", "film-number": "09845839"}, "business-address": {"street1": "2200 WILSON BLVD", "street2": "SUITE 102-316", "city": "ARLINGTON", "state": "VA", "zip": "22201", "phone": "703-526-0400"}, "mail-address": {"street1": "2200 WILSON BLVD.", "street2": "SUITE 102-316", "city": "ARLINGTON", "state": "VA", "zip": "22201"}, "former-company": [{"former-conformed-name": "CHAMPIONS SPORTS INC", "date-changed": "19920703"}, {"former-conformed-name": "INTERNATIONAL GROUP INC", "date-changed": "19860319"}]}
Form 8-K
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): May 18, 2009
CHAMPIONS BIOTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware
0-17263
52-1401755
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
Science and Technology Park at Johns Hopkins
855 N. Wolfe Street, Suite 619, Baltimore, MD
21205
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:
(410) 369-0365
Not 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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
The information disclosed under Item 5.02 of this Current Report on Form 8-K with respect to the Consulting
Agreement, the Stock Purchase Agreement, and Mr. Martell's relationship with Champions Biotechnology, Inc. (the
"Company") is incorporated by reference in response to this Item 1.01.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On May 18, 2009, James Martell, the founder of the Company, resigned as Chief Administrative Officer of the
Company, effective immediately. Mr. Martell will continue to provide services to the Company pursuant to the
Consulting Agreement described below. In addition, he will continue to be a member of the Company's Board of
Directors.
Consulting Agreement
On May 18, 2009, Mr. Martell and the Company entered into a Consulting Agreement under which Mr. Martell agreed to
assist the Company with the Company's Personalized Oncology business and other business development matters. Mr.
Martell also agreed to assist the Company with historical, strategic and tactical issues as they arise.
The Consulting Agreement contemplates that Mr. Martell shall generally devote at least 25 hours per week to his
services to the Company. The Company will pay Mr. Martell $100,000 annually (payable in equal monthly installments)
under the terms of the Consulting Agreement, and it also agreed to reimburse Mr. Martell for reasonable and necessary
expenses incurred by him in connection with providing services to the Company. As an independent contractor, Mr.
Martell will not be eligible to participate in any of the Company's benefit programs.
Finally, the Consulting Agreement contains typical provisions regarding the limited scope of Mr. Martell's
authority within the Company, the exchange of confidential information in connection with the services to be provided
pursuant to the agreement, and non-competition matters. The Consulting Agreement provides for a term of two years,
which does not automatically renew and can only be extended if the parties agree upon such an extension in writing.
Either party may terminate the Consulting Agreement for any reason or no reason with 90 days advance written notice,
provided that any termination by the Company must receive the prior written approval of the Chairman of the Company's
Board of Directors.
Stock Purchase Agreement
Mr. Martell and the Company also entered into a Stock Purchase Agreement on May 18, 2009, pursuant to which the
Company agreed to purchase from Mr. Martell up to 2,250,000 shares (the "Shares") of the Company's common stock.
The Stock Purchase Agreement provided for an initial purchase of Shares no later than on May 18, 2009. At such
initial closing, the Company purchased that number of Shares as was determined by dividing $125,000 by the Purchase
Price (as defined below).
For so long as the Consulting Agreement described above remains in effect, the Company is obligated to purchase
from Mr. Martell an aggregate of $31,250 worth of Shares per calendar quarter. The first such quarterly purchase was
made on May 18, 2009 with respect to the quarter that ended on April 30, 2009. Subsequent quarterly purchases will be
made no later than on July 31, October 31, January 31 and April 30 until the term of the Consulting Agreement expires or is terminated by the parties. In
connection with each quarterly purchase, the Company will purchase from Mr. Martell that number of shares as is
determined by dividing $31,250 by the then prevailing Purchase Price.
If the Consulting Agreement is terminated or not renewed pursuant to its terms, the Stock Purchase Agreement will
also be terminated and the Company's obligation to make purchases under the Stock Purchase Agreement will immediately
cease. At any time until the first anniversary of the termination of the Consulting Agreement, the Company has an
option to purchase any remaining Shares at the prevailing Purchase Price. The Company has the discretion to exercise
the option in multiple closings if it so chooses, provided that in no event shall the number of Shares purchased by the
Company under the Stock Purchase Agreement (including pursuant to the option) exceed 2,250,000 Shares.
Under the terms of the Stock Purchase Agreement, the "Purchase Price" is equal to the lesser of (i) $0.50 per
Share or (ii) 50.0% of the volume-weighted average closing price of the Company's common stock as quoted on the OTC
Bulletin Board (or such other medium that publishes quotes of the Company's common stock) for the 30-day trading period
ending on the day before the Company gives Mr. Martell notice of its intent to make a purchase. If the Purchase Price
would be less than $0.50 per Share in connection with any purchase, Mr. Martell will not be obligated to sell such
Shares unless the Company agrees to pay $0.50 per Share. If the Company does not agree to pay such price, the Shares
that would otherwise be purchased will be carried forward, and the Company will be obligated to purchase such Shares
(and any other carry-over Shares) in the first subsequent quarter in which the Company is obligated to purchase Shares
under the Stock Purchase Agreement.
The Stock Purchase Agreement also contains typical representations and warranties of the parties, as well as
typical conditions to the parties' obligation to complete each closing contemplated thereunder.
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 hereunto duly authorized.
CHAMPIONS BIOTECHNOLOGY,
INC.
(Registrant)
Date: May 21, 2009
By:
/
s/
Douglas D.
Burkett
Douglas D. Burkett
President