Estrella Immunopharma, Inc.

Previous 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.

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 June 30, 2026, eleven 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 June 30, 2026, Estrella has paid approximately $3.5 million to Eureka for fees associated with the study initiation milestones that have been achieved, approximately $6.9 million for patient dosing, and $0.5 million for second site activation.

Previous 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.

Current wording

As of June 30, 2026, we had an accumulated deficit of approximately $41.6 million. We have remitted payment of approximately $11.2 million to Eureka under the License Agreement and Services Agreement, paid approximately $10.9 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

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 wording

In November 2025, the Company announced the completion of Phase I dosing in the STARLIGHT-1 clinical trial of EB103, our lead product candidate. In 2026, two Phase II patient have been dosed in the STARLIGHT-1 clinical trial, one in January and one in June. All dosing milestones recognized as of June 30, 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.

Previous wording

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 wording

During the six months ended June 30, 2026, 1,000,000 Pre-Funded Warrants were exercised, resulting in the issuance of 1,000,000 shares of Common Stock. As of June 30, 2026, no Pre-Funded Warrants remained unexercised.

Previous wording

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 wording

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. The Company held its Combined 2025/2026 Annual Meeting of Stockholders on June 29, 2026, thereby regaining compliance with Nasdaq Listing Rule 5620(a).

Previous wording

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 wording

For the three months ended June 30, 2026 and 2025, we incurred approximately $1.4 million and $4.7 million of research and development expenses, respectively. The decrease of approximately $3.3 million, or 69.9%, was primarily attributable to the timing of patient dosing milestones payable to Eureka under SOW #001. All research and development expenses incurred for the periods presented were dedicated to the development of ARTEMIS® T-cell therapies targeting CD19 and CD22.

Previous wording

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 wording

For the three months ended June 30, 2026 and 2025, the Company recognized a loss from the change in fair value of derivative liabilities of approximately $0.2 million and $0, respectively. The loss was primarily attributable to the periodic remeasurement of the derivative liabilities associated with the True-Up feature embedded in the Securities Purchase Agreements entered into between May and September 2025.

Previous 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.

Current wording

We incurred a net loss of approximately $2.3 million and $5.5 million for the three months ended June 30, 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

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 wording

Research and development expenses for the six months ended June 30, 2026 included costs associated with two patients dosed under SOW #001, compared with costs associated with one site activation and four patients dosed in the six months ended June 30, 2025. Stock-based compensation allocated to research and development remained consistent at approximately $10,000 per quarter for both periods.

Previous wording

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 wording

As of June 30, 2026, we had cash and cash equivalents of approximately $0.1 million and a working capital deficit of approximately $7.4 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 six months ended June 30, 2026, we reported a net loss of approximately $4.6 million and net cash used in operating activities of approximately $8.5 million. As of June 30, 2026, we had an accumulated deficit of approximately $41.6 million.

Previous wording

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 wording

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 June 30, 2026, we have cumulatively incurred approximately $19.1 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.

Previous wording

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 wording

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 ($0.722 per share as of August 10, 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.

Previous wording

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 wording

Net cash used in operating activities was approximately $8.5 million for the six months ended June 30, 2026, and was primarily attributable to (a) a net loss of approximately $4.6 million and (b) a decrease of approximately $4.6 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 $0.6 million (net) non-cash items, consisting of change in fair value of derivative liabilities and stock-based compensation under the 2023 Plan, (ii) an increase of approximately $17,000 in other payables and accrued liabilities, and (iii) approximately $115,000 decrease in prepaid expenses and other receivables primarily due to the utilization of previously recorded prepaid expenses during the six months ended June 30, 2026.

Previous 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.

Current wording

Net cash used in operating activities was approximately $0.9 million for the six months ended June 30, 2025, and was primarily attributable to (a) a net loss of approximately $7.6 million, and (b) approximately $91,000 decrease in other payables and accrued liabilities primarily due to the settlement of various previously accrued expenses, offset by (i) approximately $6.0 million increase in accrued liability – related party as additional service charges were incurred from Eureka following the completion of four patients dosing and a site activation milestone (see Note 5 and Commitments and Contingencies section), (ii) approximately $0.3 million increase in non-cash item of stock-based compensation under the 2023 Plan, and (iii) approximately $0.6 million decrease in prepaid expenses and other receivables primarily due to the utilization of previously recorded prepaid expenses during the six months ended June 30, 2025.

Previous wording

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 wording

Net cash provided by financing activities was approximately $7.2 million for the six months ended June 30, 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.

Previous wording

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 wording

Net cash provided by financing activities was approximately $1.3 million for the six months ended June 30, 2025, consisting of approximately $1.4 million of gross proceeds from the issuance of common stock in a private placement, partially offset by $40,000 of transaction costs and approximately $29,000 of open market repurchases of our common stock under our stock repurchase program.

Previous wording

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 wording

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 June 30, 2026, eleven patients have been dosed and two clinical sites are active.

Previous wording

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 wording

Amounts related to the SOW are accrued as earned by Eureka and recorded as research and development expense. As of June 30, 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, current, and will be applied against the final invoice.

Previous wording

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 wording

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 closing. This True-Up feature is recorded as a derivative liability, measured at fair value through earnings. As of June 30, 2026, the fair value of this derivative liability was $687,224.

Previous 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.

Current wording

As of June 30, 2026, the fair value of the derivative liability related to the True-Up Shares was valued at $687,224 using a Monte Carlo Simulation model. Key inputs of the model used included a volatility of 89.6%, a risk-free rate of 3.87%, and a spot price of $1.04 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.