Estrella Immunopharma, Inc.
For the period ended Mar 31, 2026. Filed May 18, 2026.
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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
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001213900-25-109198
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-18.
0001213900-26-058063
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 82 previous paragraphs and 76 current paragraphs.
23 unchanged; 19 reworded; 31 added; 35 removed; 5 previous and 3 current paragraphs rearranged.
Tables are not compared: 9 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (31)
Current report
Estrella Immunopharma, Inc. is a clinical-stage biopharmaceutical company developing T-cell therapies with the capacity to potentially cure patients with blood cancers and solid tumors. Our operations have focused on the development and clinical testing of our lead product candidates, EB103 and EB104, and on the conduct of the STARLIGHT-1 Phase I/II clinical trial.
Current report
STARLIGHT-1 Clinical Trial Progress
Current report
In November 2025, the Company announced the completion of Phase I dosing in the STARLIGHT-1 clinical trial of EB103, our lead product candidate. On January 9, 2026, one Phase II patient was dosed in the STARLIGHT-1 clinical trial, representing the tenth patient dosed in total. All dosing milestones recognized as of March 31, 2026 have been recorded as research and development expense under the SOW with Eureka. The Company continues to enroll patients and advance the STARLIGHT-1 clinical trial.
Current report
January 2026 Registered Direct Offering and Private Placement
Current report
On January 6, 2026, the Company consummated a Registered Direct Offering (“RDO”) and concurrent Private Placement pursuant to a Securities Purchase Agreement entered into with a healthcare-focused institutional investor, resulting in gross proceeds of approximately $8.0 million before deducting placement agent fees and other offering expenses of approximately $0.8 million.
Current report
The Company issued 4,063,290 shares of Common Stock and Pre-Funded Warrants to purchase 1,000,000 shares of Common Stock at an exercise price of $0.00001 per warrant share pursuant to its shelf registration statement. The Company also issued Common Stock Warrants exercisable for up to 7,594,935 shares of Common Stock at an exercise price of $1.39 per warrant share, expiring on January 6, 2031. On January 16, 2026, the Company filed a registration statement on Form S-1 to register the resale of shares issuable upon exercise of the Common Stock Warrants, which became effective on January 23, 2026.
Current report
During the three months ended March 31, 2026, 631,000 Pre-Funded Warrants were exercised, resulting in the issuance of 631,000 shares of Common Stock. The remaining 369,000 Pre-Funded Warrants were subsequently exercised on April 8, 2026.
Current report
Business Combination and Corporate History
Current report
Nasdaq Listing Compliance
Current report
On January 7, 2026, we received a written notice from Nasdaq indicating that we were not in compliance with Nasdaq Listing Rule 5620(a) due to our failure to hold an annual meeting of shareholders within twelve months of the end of our transition period ended December 31, 2024. On February 27, 2026, Nasdaq granted us an extension until June 29, 2026 to regain compliance. We intend to satisfy this requirement by holding a joint 2025/2026 annual meeting of shareholders.
Current report
Research and development expenses for both three months periods ended March 31, 2026 and 2025 each included costs associated with one patient dosed under SOW #001. Stock-based compensation allocated to research and development remained consistent at approximately $10,000 per quarter for both periods.
Current report
General and Administrative Expenses
Current report
For the three months ended March 31, 2026 and 2025, we incurred approximately $0.9 million and $0.7 million in general and administrative expenses, respectively. The increase of approximately $0.2 million, or 28.5%, was primarily attributable to higher legal and professional fees incurred to support our operations, as well as a loss of $108,627 recognized for the three months ended March 31, 2026 for the change in fair value of derivative liabilities related to the True-Up feature embedded in the Securities Purchase Agreements entered into from May to September 2025.
Current report
As of March 31, 2026, we had cash and cash equivalents of approximately $1.9 million and a working capital deficit of approximately $6.8 million. Since our inception, we have expended substantial funds on research and development and have experienced significant losses and negative cash flows from operations. For the three months ended March 31, 2026, we reported a net loss of approximately $2.3 million and net cash used in operating activities of approximately $6.7 million. As of March 31, 2026, we had an accumulated deficit of approximately $39.3 million.
Current report
Going Concern and Management’s Assessment of Liquidity
Current report
We expect our expenses and operating losses to increase significantly as we continue to advance our product candidates through clinical development, particularly in connection with the Phase I/II STARLIGHT-1 clinical trial of EB103. Our recurring losses from operations, accumulated deficit, and need for additional financing to fund future operations, raise substantial doubt about our ability to continue as a going concern.
Current report
To fund our operations, we completed a private placement between May and September 2025, receiving gross proceeds of approximately $2.4 million. On January 6, 2026, we consummated a registered direct offering and concurrent private placement resulting in gross proceeds of approximately $8.0 million. Despite these recent financing activities, management is of the opinion that we will not have sufficient funds to meet our working capital requirements and debt obligations as they become due starting from one year from the date of this report. If we are unable to obtain adequate financing or generate significant revenue, we may be required to curtail or cease our operations.
Current report
Material Cash Requirements and Capital Sources
Current report
Our primary use of cash is to fund operating expenses, primarily consisting of clinical trial activities and related research and development costs. Pursuant to the SOW with Eureka for the STARLIGHT-1 clinical trial, we agreed to pay total non-refundable net fees of $33.5 million for the achievement of all projected milestones, including a $0.5 million fee for the activation of the second clinical site. As of March 31, 2026, we have cumulatively incurred approximately $17.8 million to Eureka for milestones achieved, and we hold an accrued liability to related parties of approximately $8.3 million for the outstanding milestone payments.
Current report
Our ability to fund our operations is dependent on our cash on hand, our ability to raise debt or additional equity financing, and ultimately our ability to generate sufficient revenue. We plan to raise additional capital in the future; however, there is no assurance that such financing will be available on acceptable terms, or at all. Furthermore, while we have tradeable warrants outstanding, it is unlikely that holders will exercise these warrants to provide additional liquidity in the near term, as the current market price of our Common Stock ($1.26 per share as of May 11, 2026) is significantly lower than the $11.50 per share exercise price. Additionally, our Common Stock Purchase Agreement with White Lion Capital LLC expired on December 30, 2025, and is no longer available as a source of liquidity.
Current report
Net cash provided by financing activities was approximately $7.2 million for the three months ended March 31, 2026, and was primarily attributable to net proceeds of approximately $7.2 million received from the Registered Direct Offering and concurrent Private Placement consummated on January 6, 2026, net of placement agent fees and offering expenses.
Current report
Net cash used in financing activities was approximately $29,000 for the three months ended March 31, 2025, consisting entirely of open market repurchases of our common stock under our stock repurchase program.
Current report
Commitments and Contingencies
Current report
Pursuant to the SOW (and Amendment No. 1), Estrella agreed to pay Eureka total fees of up to $33.5 million in connection with the Phase I/II clinical trial of EB103, including a $0.5 million fee for the activation of the second clinical site. As of March 31, 2026, ten patients have been dosed and two clinical sites are active.
Current report
Amounts related to the SOW are accrued as earned by Eureka and recorded as research and development expense. As of March 31, 2026, approximately $8.3 million in earned but not yet formally invoiced milestone payments were recorded as accrued liability - related party on our unaudited condensed consolidated balance sheet. The $1.5 million deposit for patient treatment expenses continues to be recorded as prepaid expenses - related party, non-current, and will be applied against the final invoice.
Current report
Office Lease
Current report
We have entered into a series of short-term office sublease agreements with Eureka for 180 square feet of office space at a monthly fee of $2,000. The current sublease (Lease 5) commenced January 1, 2026 and expires June 30, 2026. As of March 31, 2026, total future minimum payments under Lease 5 are $6,000 (April through June 2026).
Current report
Equity Financing — 2025 Securities Purchase Agreements
Current report
From May 2025 to September 2025, we entered into Securities Purchase Agreements with three accredited investors. Each agreement includes a True-Up feature pursuant to which we may be required to issue additional shares of Common Stock (up to a maximum of 735,857 True-Up Shares in aggregate) if our Common Stock price is below $1.50 on the 12-month anniversary of each respective agreement. This True-Up feature is recorded as a derivative liability, measured at fair value through earnings. As of March 31, 2026, the fair value of this derivative liability was $465,132.
Current report
Equity Financing — January 2026 Registered Direct Offering
Current report
In connection with the January 6, 2026 RDO, we issued Common Stock Warrants exercisable for up to 7,594,935 shares of Common Stock at $1.39 per share, expiring January 6, 2031. The Common Stock Warrants are equity-classified. We also fulfilled our registration obligation related to the Common Stock Warrants through a Form S-1 that became effective January 23, 2026. As of March 31, 2026, no Common Stock Warrants have been exercised.
Removed paragraphs (35)
Previous report
The Business Combination and Public Company Costs
Previous report
On September 29, 2023, we consummated the previously announced Business Combination with UPTD pursuant to the terms of the Merger Agreement by and among UPTD, Merger Sub and Estrella. No closing conditions set forth in the Merger Agreement were waived by either UPTD or Estrella. Moreover, concurrently with closing of the Merger, Estrella consummated the following transactions: (i) sales of 9.25 million shares of Estrella Series A Preferred Stock for $9.25 million ($730,000 of which was comprised of funds in the trust account delivered to the Company at the closing of the Business Combination that would have otherwise been paid to US Tiger Securities, Inc as a deferred underwriting fee in connection with UPTD’s initial public offering), which shares were converted to shares of Estrella Common Stock and subsequently exchanged for Merger Consideration Shares of UPTD immediately prior to the effective time of the merger at an exchange ratio of 0.2407, with such shares becoming shares of New Estrella Common Stock from and after the effective time of the Merger; (ii) issuance of 500,000 shares of Estrella’s Series A Preferred Stock to White Lion for $500,000 and 250,000 shares of Estrella Series A Preferred Stock to White Lion in consideration for its commitments under the Common Stock Purchase Agreement, dated April 20, 2023, between UPTD and White Lion and in accordance with the Joinder to the Series A Preferred Stock Purchase Agreement between Estrella and White Lion, dated April 20, 2023, which shares were subsequently converted to shares of Estrella Common Stock and exchanged for Merger Consideration Shares of UPTD at an exchange ratio of 0.2407, with such Merger Consideration Shares becoming shares of New Estrella Common Stock from and after the effective time of the Merger and (iii) issued an unsecured promissory note to a third party for $300,000 at 12% interest per annum, which will be payable 30 days after the closing date of the Merger of September 29, 2023 and subsequently settled on October 26, 2023.
Previous report
As a consequence of the Merger, Estrella became the successor to an SEC-registered and Nasdaq-listed company which will require Estrella to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Estrella expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.
Previous report
Estrella’s future results of consolidated operations and financial position may not be comparable to historical results as a result of the Business Combination.
Previous report
On June 26, 2024, the Company filed a Certificate of Ownership and Merger with the Delaware Secretary of State to effect a merger (the “Merger 1”) with its wholly-owned subsidiary, Estrella, pursuant to Section 253 of the Delaware General Corporation Law. The Merger 1 was approved by resolutions duly adopted by the unanimous written consent of the Company’s board of directors. The Merger 1 became effective at 11:59 PM Eastern Time on June 30, 2024, at which time the separate existence of Estrella ceased, and the Company became the surviving corporation.
Previous report
On November 27, 2024, the Company established a wholly owned subsidiary in Hong Kong.
Previous report
There are two major expenses incurred for the operation:
Previous report
General and administrative expense
Previous report
For the three months ended September 30, 2025, and 2024, we incurred approximately $649,000 and $551,000 in general and administrative expenses, respectively. The increase was mainly due to increase of stock-based compensation expenses during the three months ended September 30, 2025 for stock options granted in October 2024, under the 2023 Omnibus Incentive Plan (the “2023 Plan”).
Previous report
There are two major expenses incurred for the operation:
Previous report
Research and Development Expenses
Previous report
Research and development expenses consist primarily of costs related to conducting work related to the conduct of the STARLIGHT-1 clinical trial, which was mainly performed by Eureka. For the nine months ended September 30, 2025 and 2024, we incurred approximately $10.2 million and $6.4 million of research and development expenses, respectively. All research and development expense incurred for the periods presented above were dedicated to the development of ARTEMIS® T-cell therapies targeting CD19 and CD22. The increase in research and development expenses was mainly due to Estrella incurring higher service fees during the clinical phase and the completion of seven patient dosings, and one site activation under the SOW for the nine months ended September 30, 2025 compared to two patients dosed during the same period in 2024. In addition, for the nine months ended September 30, 2024, we have incurred $3.5 million R&D expense from Eureka for achieving the milestones related to SOW.
Previous report
Our breakdown of research and development expenses by categories for the nine months ended September 30, 2025 and 2024 are summarized below:
Previous report
General and administrative expense
Previous report
For the nine months ended September 30, 2025, and 2024, we incurred approximately $2.2 million and $1.4 million in general and administrative expenses, respectively. The increase was mainly due to professional fees and stock-based compensation expenses during the nine months ended September 30, 2025 for stock options granted in October 2024, under the 2023 Omnibus Incentive Plan (the “2023 Plan”).
Previous report
Net Loss
Previous report
As of September 30, 2025, we had cash of approximately $1.6 million and working capital deficit of approximately $11.3 million. Our ability to fund our operations is dependent on the amount of cash on hand, our ability to raise debt or additional equity financing, and ultimately our ability to generate sufficient revenue. We have expended substantial funds on research and development, have experienced losses and negative cash flows from operations since our inception, and expect losses and negative cash flows from operations to continue until such time that our product candidates receive regulatory approval and we generate sufficient revenue and positive cash flow from operations, if ever.
Previous report
To date, we have not generated any revenue from any source, and we do not expect to generate revenue for at least the next few years. If we fail to complete the development of our product candidates in a timely manner or fail to obtain their regulatory approval, our ability to generate future revenue will be adversely affected. We do not know when, or if, we will generate any revenue from our product candidates, and we do not expect to generate revenue unless and until we obtain regulatory approval of, and commercialize, our product candidates.
Previous report
We expect our expenses to increase significantly in connection with our ongoing activities, particularly as we continue research and development, and seek marketing approval for our product candidates. In addition, if we obtain approval for any of our product candidates, we expect to incur significant commercialization expenses related to sales, marketing, manufacturing, and distribution.
Previous report
On May 13, 2024, the Company and Eureka entered into Amendment No. 1 to the SOW, effective as of March 4, 2024 (together with the Original SOW, the “SOW”) to clarify that in the event that Estrella exercises its right to terminate or suspend the engagement with Eureka by providing written notice to Eureka in accordance with the SOW, Estrella will only be obligated to compensate Eureka for (i) services provided by Eureka pursuant to the SOW (“Services”) in connection with milestones that were achieved prior to the date and time of such written notice, (ii) reasonable and documented pass-through costs incurred by Eureka on behalf of Estrella prior to the date and time of such written notice in connection with providing the Services and (iii) amounts payable to third parties pursuant to commitments reasonably entered into by Eureka on behalf of Estrella prior to the date and time of such written notice in connection with providing the Services, provided that Eureka shall make commercially reasonable efforts to cancel or reduce any such amounts.
Previous report
As of September 30, 2025, the Company had expensed approximately $16.4 million to Eureka for covering the fees associated with the milestones achieved. In addition, we deposited $1.5 million with Eureka for patient treatment expenses, which will be applied to the final invoice, with any unused portion refunded once all fees are settled.
Previous report
Our future operations are highly dependent on a combination of factors, including but not necessarily limited to (1) the success of our research and development programs; (2) the timely and successful completion of any additional financing; (3) the development of competitive therapies by other biotechnology and pharmaceutical companies; (4) our ability to manage growth of the organization; (5) our ability to protect our technology and products; and, ultimately (6) regulatory approval and successful commercialization and market acceptance of our product candidates.
Previous report
In addition, even though we may obtain additional funds through the exercise of outstanding tradeable warrants, there is no assurance that any tradeable warrant holders will exercise their warrants, especially any warrants that are currently out of the money. As of November 5, 2025, the closing price of our common stock was $2.56 per share, which is significantly lower than the exercise price of the tradeable warrants of $11.50 per share. Therefore, it is unlikely that the tradeable warrant holders will exercise their warrants unless the market price of our Common Stock increases substantially above the exercise price. The cash proceeds associated with the exercise of the Warrants are dependent on the stock price and the number of Warrants being exercised. We cannot predict when or if any Warrants will be exercised, and it is possible that none or only a small number of Warrants will ever be exercised. Therefore, we may not be able to rely on the warrant exercise as a source of liquidity or capital resources.
Previous report
Furthermore, although the Common Stock Purchase Agreement with White Lion (“Equity Line Agreement”) provides that the Company may, in its discretion, from time to time, direct White Lion to purchase shares of up to $50.0 million of Common Stock (“Equity Line Shares”) from the Company in one or more purchases in accordance with the Common Stock Purchase Agreement, the Company is not permitted to issue any Equity Line Shares under the Common Stock Purchase Agreement without obtaining majority stockholder approval if such issuance would equal 20% or more of the Company’s outstanding common stock, which had not been obtained as of the date hereof and may not be obtained in the future. On December 28, 2023, the Company’s registration statement on Form S-1 related to the Equity Line Shares was declared effective. As of September 30, 2025, 70,000 Equity Line Shares have been issued to White Lion under the Equity Line Agreement for an aggregate consideration of $79,491.
Previous report
From May 2025 to September 2025, we entered into securities purchase agreements (the “Securities Purchase Agreement”) with certain investors (the “Purchasers”). As of September 30, 2025, we have received gross proceeds of approximately $2.4 million.
Previous report
We plan to raise additional capital in the future in order to continue our research and development programs and fund operations. However, our ability to raise additional capital in the equity or debt markets is dependent on various factors, and there is no assurance that such financing will be available on acceptable terms, or at all. The market demand of our equity is subject to a number of risks and uncertainties, including but not limited to, negative economic conditions, adverse market conditions, and adverse financial results.
Previous report
Net cash used in operating activities was approximately $6.7 million for the nine months ended September 30, 2024, and was primarily attributable to (a) a net loss of approximately $7.8 million, (b) approximately $0.1 million decrease in other payables and accrued liabilities as we paid off accrued professional fee over the previous period, (c) approximately $1.5 million prepaid expense to Eureka for patient treatment expenses, which will be applied to the final invoice, with any unused portion refunded once all fees are settled, offset by approximately $2.7 million increase in accrued liability – related party as additional service charges were incurred from Eureka.
Previous report
Net cash provided by financing activities were approximately $2.3 million for the nine months ended September 30, 2025, and was primarily attributable to approximately $2.4 million gross proceed received from Private Placement, payment of approximately $53,000 transaction cost related to Private Placement, and approximately $29,000 payment in stock repurchase.
Previous report
Net cash used in financing activities were approximately $0.5 million for the nine months ended September 30, 2024, and was primarily attributable to stock repurchase.
Previous report
Commitments & Contingencies
Previous report
As of September 30, 2025, two development milestones related to the IND submission of EB103 to the FDA (“Milestone 1”) and first patient dosed in the first clinical trial of a licensed product (“Milestone 2”) have been earned by Eureka under the Agreement. The $50,000 milestone payment related to Milestone 1 was paid on October 10, 2023. The $50,000 milestone payment related to Milestone 2 was paid on September 3, 2024.
Previous report
Pursuant to the SOW, Estrella agreed to pay Eureka total fees of $33.0 million in connection with the Phase I/II clinical trial of Estrella’s product candidate, EB103, a T-cell therapy targeting CD19 using ARTEMIS® T cell technology licensed by Estrella from Eureka. As of September 30, 2025, we had paid $3.5 million to Eureka for covering the fees associated with milestones achieved, and deposited $1.5 million for patient treatment expenses, which will be applied to the final invoice, with any unused portion refunded once all fees are settled.
Previous report
Nine patients’ dosing and a second site activation milestones have been completed as of September 30, 2025, and the Company has accrued approximately $12.9 million in accrued liabilities - related party, for the corresponding milestones as of September 30, 2025.
Previous report
Equity Financing Commitment
Previous report
On April 20, 2023, UPTD entered into a Common Stock purchase agreement (as amended on April 26, 2023 and from time to time, the “Common Stock Purchase Agreement”) and a related registration rights agreement (the “White Lion RRA”) with White Lion. Pursuant to the Common Stock Purchase Agreement, following the Closing, the Company has the right, but not the obligation to require White Lion to purchase, from time to time up to $50.0 million in aggregate gross purchase price of newly issued shares of Common Stock of the Company, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement, including, among others, the initial and any subsequent registration statement for the Equity Line Shares being declared effective by the SEC and remaining effective during the term of the Common Stock Purchase Agreement. In addition, under Nasdaq listing rules, the Company is not permitted to issue any Equity Line Shares under the Common Stock Purchase Agreement if such issuance would equal 20% or more of the Company’s outstanding common stock without obtaining majority approval by our stockholders, which had not been obtained as of the date hereof. On December 28, 2023, the Company’s registration statement on Form S-1 related to the Equity Line Shares was declared effective by the SEC. As of September 30, 2025, 70,000 Equity Line Shares have been issued to White Lion pursuant to the Common Stock Purchase Agreement for an aggregate consideration of $79,491.
Reworded paragraphs (19)
Previous wording
On March 4, 2024, Estrella and Eureka entered into Statement of Work No. 001 (“SOW”) relating to the clinical trial services to be performed by Eureka in connection with STARLIGHT-1, the Phase I/II clinical trial of Estrella’s product candidate, EB103, a T-cell therapy targeting CD19 using ARTEMIS® T cell technology licensed by Estrella from Eureka. Pursuant to the SOW, Estrella agrees to pay Eureka non-refundable net fees in connection with the achievement of certain milestones set forth in the SOW, with total fees of $33.0 million for achievement of all milestones. The clinical trial has been initiated and nine patients have been dosed as of September 30, 2025, and we have accrued approximately $12.9 million in accrued liabilities – related party, for the corresponding dosing milestones. As of September 30, 2025, Estrella has paid $3.5 million to Eureka for covering the fees associated with the study initiation milestones that have been achieved.
Current wording
On March 2, 2023, the FDA cleared the IND application for EB103, allowing Estrella to proceed with the Phase I/II STARLIGHT-1 Clinical Trial. On March 4, 2024, Estrella and Eureka Therapeutics, Inc. (“Eureka”) entered into Statement of Work No. 001 (“SOW”) relating to the clinical trial services to be performed by Eureka in connection with STARLIGHT-1. Pursuant to the SOW, Estrella agrees to pay Eureka non-refundable net fees in connection with the achievement of certain milestones, with total fees of $33.5 million for achievement of all milestones, including a $0.5 million fee for the activation of the second clinical site. As of March 31, 2026, ten patients have been dosed in the STARLIGHT-1 clinical trial, and we accrued approximately $8.3 million in accrued liabilities - related party for the outstanding dosing milestone payments. As of March 31, 2026, Estrella has paid $3.5 million to Eureka for fees associated with the study initiation milestones that have been achieved, $5.5 million for patient dosing, and $0.5 million for second site activation.
Previous wording
To date, Estrella has funded its operations primarily from the June 28, 2022 issuance of $5.0 million of our Series A Preferred Stock, net proceeds of approximately $20.1 million raised from completion of the Business Combination on September 29, 2023, and net proceed of approximately $2.3 million raised from various stock purchase agreements entered from May 2025 to September 2025. We have a limited operating history. Since our inception, our operations have focused on preparing for the Business Combination, regulatory filings (including the INDs), planning preclinical and clinical studies, conducting the clinical trial, and building our management team. We do not have any product candidates approved for sale and have not generated any revenue from product sales.
Current wording
To date, Estrella has funded its operations primarily from: (i) the June 28, 2022 issuance of $5.0 million of our Series A Preferred Stock; (ii) net proceeds of approximately $20.1 million raised from completion of the Business Combination on September 29, 2023; (iii) net proceeds of approximately $2.3 million from Securities Purchase Agreements entered into from May 2025 to September 2025; and (iv) net proceeds of approximately $7.2 million from the Registered Direct Offering consummated on January 6, 2026. We have a limited operating history. Since our inception, our operations have focused on preparing for the Business Combination, regulatory filings (including the INDs), planning preclinical and clinical studies, conducting the STARLIGHT-1 clinical trial, and building our management team. We do not have any product candidates approved for sale and have not generated any revenue from product sales.
Previous wording
As of September 30, 2025, we had an accumulated deficit of approximately $36.4 million. We have remitted payment of approximately $11.2 million to Eureka, for the upfront payment incurred under the License Agreement and for services provided by Eureka under the Services Agreement on October 10, 2023. In addition, in March 2024, we have paid $3.5 million to Eureka for covering the fees associated with the milestones achieved under SOW#001. In June 2024, we made a deposit of $1.5 million towards patient treatment expenses, which will be applied to the final invoice, with the unused portion of this deposit to be refunded once all expenses are fully settled.
Current wording
As of March 31, 2026, we had an accumulated deficit of approximately $39.3 million. We have remitted payment of approximately $11.2 million to Eureka under the License Agreement and Services Agreement, paid $9.5 million to Eureka for fees associated with milestones under SOW #001, and made a $1.5 million deposit for patient treatment expenses, which will be applied to the final invoice.
Previous wording
While the legal acquirer in the Business Combination was UPTD, for financial accounting and reporting purposes under U.S. GAAP, Estrella was the accounting acquirer, and the Business Combination was accounted for as a “reverse recapitalization.” A reverse recapitalization (i.e., a capital transaction involving the issuance of stock by UPTD for the stock of Estrella) does not result in a new basis of accounting, and the consolidated financial statements of the combined company represent the continuation of the consolidated financial statements of Estrella in many respects. Accordingly, the consolidated assets, liabilities and results of operations of Estrella became the historical consolidated financial statements of the combined company, and UPTD’s assets, liabilities, and results of operations were consolidated with Estrella beginning on the Closing Date. Operations prior to the Business Combination are presented as those of Estrella. The net assets of UPTD are recognized at historical cost (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded upon execution of the Business Combination.
Current wording
On September 29, 2023, we consummated the Business Combination with TradeUP Acquisition Corp. (“UPTD”) pursuant to the terms of the Merger Agreement. For financial accounting and reporting purposes under GAAP, Estrella was the accounting acquirer, and the Business Combination was accounted for as a reverse recapitalization. The consolidated assets, liabilities, and results of operations of Estrella became the historical consolidated financial statements of the combined company.
Previous wording
On November 25, 2024, our Board of Directors approved a change to our fiscal year end from June 30 to December 31.
Current wording
On June 26, 2024, the Company completed a short-form merger to absorb its wholly-owned subsidiary, Estrella Biopharma Inc., and on November 25, 2024, our Board of Directors approved a change to our fiscal year end from June 30 to December 31. On November 27, 2024, the Company established Estrella Immunopharma (Hong Kong) Co. Ltd. (“Estrella HK”) as a wholly-owned subsidiary to support strategic collaborations and operations in Asia.
Previous wording
Estrella was formed on March 30, 2022, and has not commenced revenue-producing operations. To date, our operations have consisted of the development and early-stage testing of our initial product candidates, EB103 and EB104, preparation and submission of the IND Application for and researching the use of EB103 in conjunction with CF33-CD19t, and the conduct of the STARLIGHT-1 clinical trial.
Current wording
Estrella was formed on March 30, 2022, and has not commenced revenue-producing operations. To date, our operations have consisted of the development and clinical-stage testing of our product candidates, EB103 and EB104, preparation and submission of the IND application for EB103, and conduct of the STARLIGHT-1 clinical trial.
Previous wording
Research and development expenses consist primarily of costs related to conducting work related to the conduct of the STARLIGHT-1 clinical trial, which was mainly performed by Eureka. For the three months ended September 30, 2025 and 2024, we incurred approximately $4.2 million and $2.8 million of research and development expenses, respectively. All research and development expense incurred for the periods presented above were dedicated to the development of ARTEMIS® T-cell therapies targeting CD19 and CD22. The increase in research and development expenses was mainly due to Estrella incurring higher service fees during the clinical phase and the completion of three patient dosings, under the SOW for the three months ended September 30, 2025 compared to two patient dosed during the same period in 2024.
Current wording
Research and development expenses consist primarily of costs related to conducting work related to the STARLIGHT-1 clinical trial, which is principally performed by Eureka under the SOW.
Previous wording
Our breakdown of research and development expenses by categories for the three months ended September 30, 2025 and 2024 are summarized below:
Current wording
The breakdown of research and development expenses by category for the three months ended March 31, 2026 and 2025 is summarized below:
Previous wording
We incurred a net loss of approximately $4.8 million and $3.4 million for the three months ended September 30, 2025 and 2024, respectively. We expect our research and development expenses to continue to increase as we continue to work with Eureka to advance the IND filings, preclinical and clinical development of our product candidates and preclinical programs, seek regulatory approval for any product candidates that successfully complete clinical trials, scale up our clinical and regulatory capabilities, adapt our regulatory compliance efforts to incorporate requirements applicable to marketed products, maintain, expand, and protect our intellectual property portfolio, add operational, financial, and management information systems and personnel, including personnel to support our product development and planned future commercialization efforts, and incur additional legal, accounting, and other expenses in operating as a public company.
Current wording
We incurred a net loss of approximately $2.3 million and $2.1 million for the three months ended March 31, 2026 and 2025, respectively. We expect our research and development expenses to continue to increase as we continue to work with Eureka to advance the IND filings, preclinical and clinical development of our product candidates and preclinical programs, seek regulatory approval for any product candidates that successfully complete clinical trials, scale up our clinical and regulatory capabilities, adapt our regulatory compliance efforts to incorporate requirements applicable to marketed products, maintain, expand, and protect our intellectual property portfolio, add operational, financial, and management information systems and personnel, including personnel to support our product development and planned future commercialization efforts, and incur additional legal, accounting, and other expenses in operating as a public company.
Previous wording
Net cash used in operating activities was approximately $1.6 million for the nine months ended September 30, 2025, and was primarily attributable to (a) a net loss of approximately $12.5 million, and (b) approximately $0.1 million decrease in other payables and accrued liabilities primarily due to the settlement of various previously accrued expenses, offset by (i) approximately $10.1 million increase in accrued liability – related party as additional service charges were incurred from Eureka following the completion of seven patients dosing and an additional site activation milestone, (ii) approximately $0.5 million increase in non-cash item of stock-based Compensation under the 2023 Plan, and approximately $67,000 loss from change in fair value of derivative liabilities and (iii) approximately $0.3 million decrease in prepaid expenses and other receivable primarily due to the utilization of previously recorded prepaid expenses during the nine months ended September 30, 2025.
Current wording
Net cash used in operating activities was approximately $0.5 million for the three months ended March 31, 2025, and was primarily attributable to (a) a net loss of approximately $2.1 million, and (b) approximately $84,000 decrease in other payables and accrued liabilities primarily due to the settlement of various previously accrued expenses, offset by (i) approximately $1.4 million increase in accrued liability – related party as additional service charges were incurred from Eureka following the completion of one patient’s dosing milestone (see Note 5 and Commitments and Contingencies section), (ii) approximately $0.2 million non-cash item of stock-based compensation under the 2023 Plan, and (iii) approximately $0.2 million decrease in prepaid expenses and other receivables primarily due to the utilization of previously recorded prepaid expenses during the three months ended March 31, 2025.
Previous wording
In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20, “Loss Contingencies”, we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.
Current wording
In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC 450-20, “Loss Contingencies,” we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.
Previous wording
Pursuant to the License Agreement, we were obligated to make and may be required to make, as applicable, (i) a one-time, non-refundable, non-creditable payment of $1.0 million, payable in twelve equal monthly installments, (ii) certain one-time, non-refundable, non-creditable development “milestone” payments upon the occurrence of certain events related to development and sales, with potential aggregate multi-million dollar payments upon FDA approval, and (iii) royalty payments of a single digit percentage on net sales during any consecutive 12-month period.
Current wording
Pursuant to the License Agreement with Eureka, we were obligated to make, and may be required to make as applicable: (i) a one-time, non-refundable, non-creditable payment of $1.0 million, payable in twelve equal monthly installments; (ii) certain one-time, non-refundable, non-creditable development “milestone” payments upon the occurrence of certain events related to development and sales, with potential aggregate multi-million dollar payments upon FDA approval; and (iii) royalty payments of a single-digit percentage on net sales.
Previous wording
As of September 30, 2025, we have fully paid the $1.0 million license fee to Eureka.
Current wording
As of March 31, 2026, we have fully paid the $1.0 million license fee to Eureka. Two development milestones - the IND submission of EB103 to the FDA (“Milestone 1”, $50,000, paid October 2023) and the first patient dosed in the first clinical trial of a licensed product (“Milestone 2”, $50,000, paid September 2024) have been earned by Eureka and paid in full. No other development milestones, sales milestones, or royalty payments have been earned or are payable, as we do not have any product candidates approved for sale and have not generated any revenue from product sales.
Previous wording
Pursuant to the Services Agreement, we agreed to (i) pay Eureka $10.0 million in connection with the services thereunder payable in 12 equal monthly installments and (ii) reimburse Eureka on a monthly basis for reasonable pass-through costs incurred or paid to providers by Eureka in providing the services. In addition, we will be charged for other services performed by Eureka outside the scope of the services set forth in the Services Agreement, at a flat rate, by time or materials or as mutually agreed upon the parties in writing. For the nine months ended September 30, 2025, there was $0 in pass-through cost for services provided pursuant to the Services Agreement.
Current wording
Pursuant to the Services Agreement, we agreed to pay Eureka $10.0 million in connection with the services thereunder, payable in twelve equal monthly installments, and to reimburse Eureka on a monthly basis for reasonable pass-through costs. In addition, we will be charged for other services performed by Eureka outside the scope of the services set forth in the Services Agreement, at a flat rate, by time or materials or as mutually agreed upon by the parties in writing. As of March 31, 2026, we have fully settled all amounts owed under the Services Agreement, and there are no outstanding accounts payable or related-party liabilities associated with this agreement.
Previous wording
Our financial statements accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting estimates that are significant to the preparation of our financial statements. These estimates are important for an understanding of our financial condition and results of operation. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe no critical accounting estimate was identified other than below listed significant estimate and accounting policies.
Current wording
Our financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Previous wording
We evaluate all of its financial instruments, including the True Up Shares in connection with the Securities Purchase Agreement, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC 815,Derivatives and Hedging (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.
Current wording
We evaluate all of our financial instruments, including the True-Up Shares in connection with the Securities Purchase Agreement, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC 815, Derivatives and Hedging (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.
Previous wording
As of September 30, 2025, the fair value of the derivative liability related to the True-Up Shares was valued at $385,355 using a Monte Carlo Simulation model. Key inputs included volatility of 87% to 90%, a risk-free rate of 3.7% to 3.8%, and a spot price of $1.15 per share. The model captured the path-dependent payoff structure of the True-Up obligation and incorporated the terms of the contingent settlement feature, including the $0.99 to $1.08 True-Up Price and the Contractual Floor Price of $0.20 per share.
Current wording
As of March 31, 2026, the fair value of the derivative liability related to the True-Up Shares was valued at $465,132 using a Monte Carlo Simulation model. Key inputs included a volatility of 98% to 129%, a risk-free rate of 3.7%, and a spot price of $1.06 per share. The model captured the path-dependent payoff structure of the True-Up obligation and incorporated the terms of the contingent settlement feature, including the $0.99 to $1.08 True-Up Price and the Contractual Floor Price of $0.20 per share.
Previous wording
We recognize compensation costs resulting from the issuance of stock-based awards to employees, non-employees, and directors as an expense in the consolidated statements of operations over the requisite service period based on a measurement of fair value for each stock-based award. The fair value of each option granted is estimated as of the date of grant using the Black-Scholes-Merton option-pricing model, net of actual forfeitures. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of Estrella Common Stock, expected life of stock options, the expected volatility, and the expected risk-free interest rate, among others. These assumptions reflect our best estimates, but they involve inherent uncertainties based on market conditions generally outside of our control.
Current wording
We recognize compensation costs resulting from the issuance of stock-based awards to employees, non-employees, and directors as an expense in the unaudited condensed consolidated statements of operations over the requisite service period based on a measurement of fair value for each stock-based award. The fair value of each option granted is estimated as of the date of grant using the Black-Scholes-Merton option-pricing model, net of actual forfeitures. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of Estrella Common Stock, expected life of stock options, the expected volatility, and the expected risk-free interest rate, among others. These assumptions reflect our best estimates, but they involve inherent uncertainties based on market conditions generally outside of our control.
Previous wording
In April 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We previously elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
Current wording
As an emerging growth company, we have elected to use the extended transition period for complying with new or revised accounting standards as permitted by the JOBS Act, which allows us to delay the adoption of these standards until they apply to private companies.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
For the three months ended March 31, 2026 and 2025, we incurred approximately $1.4 million of research and development expenses. All research and development expenses incurred for the periods presented were dedicated to the development of ARTEMIS® T-cell therapies targeting CD19 and CD22.
Current report — wording carried from elsewhere
Net cash used in operating activities was approximately $6.7 million for the three months ended March 31, 2026, and was primarily attributable to (a) a net loss of approximately $2.3 million, (b) approximately $59,000 decrease in other payables and accrued liabilities primarily due to the settlement of various previously accrued expenses, and (c) a decrease of $4.7 million in related party liabilities (accrued liabilities and accounts payable), resulting primarily from the settlement of milestone invoices previously due to Eureka, offset by (i) approximately $0.3 million (net) non-cash items, consisting of change in fair value of derivative liabilities and stock-based compensation under the 2023 Plan, and (ii) approximately $63,000 decrease in prepaid expenses and other receivables primarily due to the utilization of previously recorded prepaid expenses during the three months ended March 31, 2026.
Current report — wording carried from elsewhere
We have identified certain accounting estimates that are significant to the preparation of our financial statements. These estimates are important for an understanding of our financial condition and results of operations. Certain accounting estimates are particularly sensitive because of their significance to our financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe no critical accounting estimate was identified other than the following significant estimates and accounting policies.
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
On March 2, 2023, the FDA cleared the IND application for EB103, allowing Estrella to proceed with the Phase I/II STARLIGHT-1 Clinical Trial.
Previous report — wording carried elsewhere
Results of Operations for the nine months ended September 30, 2025 and 2024 (unaudited)
Previous report — wording carried elsewhere
We incurred a net loss of approximately $12.5 million and $7.8 million for the nine months ended September 30, 2025 and 2024, respectively. We expect our research and development expenses to continue to increase as we continue to work with Eureka to advance the IND filings, preclinical and clinical development of our product candidates and preclinical programs, seek regulatory approval for any product candidates that successfully complete clinical trials, scale up our clinical and regulatory capabilities, adapt our regulatory compliance efforts to incorporate requirements applicable to marketed products, maintain, expand, and protect our intellectual property portfolio, add operational, financial, and management information systems and personnel, including personnel to support our product development and planned future commercialization efforts, and incur additional legal, accounting, and other expenses in operating as a public company.
Previous report — wording carried elsewhere
On March 4, 2024, the Company and Eureka entered into Statement of Work No. 001 (“Original SOW”) relating to the clinical trial services to be performed by Eureka in connection with STARLIGHT-1, the Phase I/II clinical trial of Estrella’s product candidate, EB103, a T-cell therapy targeting CD19 using ARTEMIS® T cell technology licensed by Estrella from Eureka. Pursuant to the SOW, Estrella agreed to pay Eureka non-refundable net fees in connection with the achievement of certain milestones set forth in the SOW, with total fees of $33.0 million for achievement of all milestones.
Previous report — wording carried elsewhere
No other development milestones, except those mentioned above, sales milestone, or royalty payment has been earned as we do not have any product candidates approved for sale and have not generated any revenue from product sales.