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Estrella Immunopharma, Inc.

For the period ended Mar 31, 2026. Filed May 18, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 18, 2026

ESLA$0.38-8.5%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31,2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 001-40608

(Exact name of registrant as specified in its charter)

Delaware86-1314502
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)

**5858 Horton Street, Suite 370

Emeryville, California,94608

(Address of principal executive offices and zip code)

**(510) 318-9098 **

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolsName of Each Exchange on Which Registered
Common Stock, par value $0.0001 per shareESLAThe Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50ESLAWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filer ☒Smaller reporting company ☒
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

As of May 11, 2026, there were 43,034,228 shares of the issuer’s Common Stock, par value $0.0001 per share, outstanding.

TABLE OF CONTENTS

Page
Cautionary Note Regarding Forward-Looking Statementsii
PART I. FINANCIAL INFORMATION1
Item 1.Financial Statements1
Unaudited Condensed Consolidated Balance Sheets1
Unaudited Condensed Consolidated Statements of Operations2
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity3
Unaudited Condensed Consolidated Statements of Cash Flows4
Notes to Unaudited Condensed Consolidated Financial Statements5
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24
Item 3.Quantitative and Qualitative Disclosures About Market Risk30
Item 4.Controls and Procedures30
PART II. OTHER INFORMATION32
Item 1.Legal Proceedings32
Item 1A.Risk Factors32
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities32
Item 3.Defaults Upon Senior Securities32
Item 4.Mine Safety Disclosures32
Item 5.Other Information32
Item 6.Exhibits33

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