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Item 1. Financial Statements

2025-11-12 compared with 2025-08-12 · 234 added, 210 removed, 975 unchanged (31% of the section changed)

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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current Assets

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Series A Preferred Stock, $ 0.0001 par value, 15,000,000 shares authorized;

0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively;

0 shares issued and outstanding as of September 30, 2025 and December 31, 2024

Series AA Preferred Stock, $ 0.0001 par value, 105,000,000 shares authorized;

0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively;

0 shares issued and outstanding as of September 30, 2025 and December 31, 2024

Stockholders’ (Deficit) Equity:

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250,000,000 shares authorized;

37,580,870 and 36,680,870 shares issued as of June 30, 2025 and December 31, 2024, respectively

38,280,870 and 36,680,870 shares issued as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

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( 23,927,303 )

Treasury stock, at cost 515,281 and 486,979 shares as of June 30, 2025 and December 31, 2024, respectively

Treasury stock, at cost 515,281 and 486,979 shares as of September 30, 2025 and December 31, 2024, respectively

Total Stockholders’ (Deficit) Equity

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ESTRELLA IMMUNOPHARMA, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months ended

For the Six Months ended

For the Nine Months ended

Operating expenses

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Weighted average common stock outstanding, basic and diluted

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

ESTRELLA IMMUNOPHARMA, INC.

CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ (DEFICIT) EQUITY

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ESTRELLA IMMUNOPHARMA,

UNAUDITED CONDENSED CONSOLIDATED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

Stockholders’

(Deficit) Equity

Balance, December 31, 2023

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$ ( 19,500,276 )

( 3,376,737 )

Purchase of treasury stock

Balance, September 30, 2024 (Unaudited)

$ ( 504,905 )

$ ( 22,877,013 )

Balance, December 31, 2024

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$ ( 6,094,668 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

Stock-based compensation

Issuance of common stock for PIPE investment

( 4,801,149 )

Balance, September 30, 2025 (Unaudited)

$ ( 598,379 )

$ ( 36,377,641 )

$ ( 9,836,423 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ESTRELLA IMMUNOPHARMA, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

For the Nine Months Ended

September 30,

Cash Flows from Operating Activities:

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Stock-based compensation

Change in fair value of derivative liabilities

Changes in operating assets and liabilities:

Prepaid expenses and other receivable

Prepaid expenses - related party

( 1,500,000 )

Accounts payable - related party

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( 1,608,192 )

( 6,743,607 )

Cash Flows from Financing Activities:

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Recognition of derivative liabilities upon closing of the PIPE investment

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ESTRELLA IMMUNOPHARMA, INC

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the Statement of Work, effective as of March 4, 2024 (see Note 5).

As of June 30, 2025, the Company is continuing to enroll patients into

the STARLIGHT-1 clinical trial in the U.S.

As of September 30, 2025, the Company is continuing to enroll patients

into the STARLIGHT-1 clinical trial in the U.S.

On September 29, 2023 (the “ Closing Date ”),

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facilitate strategic collaborations and provide a local presence to support the Company’s operations and initiatives in Asia.

of June 30, 2025, Estrella HK had not commenced any operations.

of September 30, 2025, Estrella HK had not commenced any operations.

On November 25, 2024, the Board of Directors of

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Liquidity and Going Concern

The accompanying unaudited condensed consolidated

financial statements have been prepared on a basis which contemplates the realization of assets and the satisfaction of liabilities in

the normal course of business.

As of June 30, 2025, the Company had cash of approximately $ 1.3 million, and accumulated deficit of approximately

$ 31.6 million.

For the six months ended June 30, 2025, loss from operations was approximately $ 7.6 million.

The accompanying unaudited condensed consolidated financial statements

have been prepared on a basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of

As of September 30, 2025, the Company had cash of approximately $ 1.6 million, and accumulated deficit of approximately $ 36.4

For the nine months ended September 30, 2025, loss from operations was approximately $ 12.4 million.

The Company’s ability

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with the achievement of certain milestones set forth in the SOW, with total fees of $ 33.0 million for achievement of all milestones.

of June 30, 2025, Estrella has paid approximately $ 3.5 million to Eureka for covering the fees associated with the milestones that have

been achieved.

In addition, the Company has 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.

of September 30, 2025, Estrella has paid approximately $ 3.5 million to Eureka for covering the fees associated with the milestones that

have been achieved.

In addition, the Company has 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.

The deposit was recorded as prepaid expenses, related party on the

Company’s unaudited condensed consolidated balance sheets.

On May 13, 2024, the Company and Eureka entered

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to cancel or reduce any such amounts.

On May 30, 2025, the Company entered into

securities purchase agreements (the “Securities Purchase Agreement”) with certain investors (the

“Purchasers”), pursuant to which the Company agreed to issue and sell in a private placement offering (the

“Private Placement”) an aggregate total of 2,233,334 shares of common stock of the Company at a purchase price of $ 1.50

per share for gross proceeds of approximately $ 3.35 million, before the deduction of offering expenses.

As of June 30, 2025,

the Company has received gross proceeds of approximately $ 1.35 million.

From May 2025 to September 2025, the Company entered

into securities purchase agreements (the “Securities Purchase Agreement”) with certain investors (the “Purchasers”).

As of September 30, 2025, the Company had issued 1,600,000 shares of its common stock to the Purchasers upon received gross proceeds of

approximately $ 2.4 million.

The Company’s future operations are highly

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of December 31, 2024 presented in this Form 10-Q has been derived from the audited Balance Sheet filed in the aforementioned Form 10-KT.

The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for

the fiscal year ending December 31, 2025 or for any future interim periods.

The interim results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected

for the fiscal year ending December 31, 2025 or for any future interim periods.

Principles of Consolidation

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all potentially dilutive securities are anti–dilutive.

As of June 30, 2025 and December 31, 2024, the

Company had the following potential Common Stock outstanding which were not included in the calculation of diluted net loss per Common

As of September 30, 2025 and December 31, 2024,

the Company had the following potential Common Stock outstanding which were not included in the calculation of diluted net loss per Common

Stock because inclusion thereof would be anti-dilutive:

September 30,

Public warrant

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Insurance Corporation (FDIC) provides standard insurance coverage of $ 250,000 per insured bank for each account ownership category.

of June 30, 2025 the Company had not experienced losses on these accounts.

As of June 30, 2025, and December 31, 2024, the Company had

deposited approximately $ 1.3 million and $ 0.9 million, respectively, with a financial institution in the United States.

of September 30, 2025 the Company had not experienced losses on these accounts.

As of September 30, 2025, and December 31, 2024, the Company

had deposited approximately $ 1.6 million and $ 0.9 million, respectively, with a financial institution in the United States.

Of these balances,

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(SIPC) provides standard insurance coverage of $ 500,000 per brokerage account, which includes $ 250,000 for cash balances.

As of June 30,

2025 and December 31, 2024, the Company maintained approximately $ 500 and $ 30,000 , respectively, in its brokerage account, with the entire

balance covered by SIPC insurance.

As of September

30, 2025 and December 31, 2024, the Company maintained approximately $ 500 and $ 30,000 , respectively, in its brokerage account, with the

entire balance covered by SIPC insurance.

Risks and Uncertainties

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by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table sets

forth by level within the fair value hierarchy our financial asset and liability that were accounted for at fair value on a recurring

basis as of June 30, 2025:

Carrying Value at

Fair Value Measurement at

June 30, 2025

The following table sets forth by level within

the fair value hierarchy our financial asset and liability that were accounted for at fair value on a recurring basis as of September

September 30,

Fair Value Measurement at September 30, 2025

Derivative liabilities (True-Up Shares)

The following is a reconciliation

of the beginning and ending balance of the financial liability measured at fair value on a recurring basis for the six months ended June

The following is a reconciliation of the beginning

and ending balance of the financial liability measured at fair value on a recurring basis for the nine months ended September 30, 2025:

Initial fair value of derivative liabilities attributable to True-Up shares feature embedded in the Private Placement

Change in fair value of derivative liabilities

Ending balance as of June 30, 2025

Ending balance as of September 30, 2025

Derivative Liabilities

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The Company evaluates all of its financial instruments, including

the True Up Shares in connection with the Securities Purchase Agreement (refer to Note 7), 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

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.

the True Up Shares in connection with the Securities Purchase Agreements entered during May 2025 to September 2025 (refer to Note 7),

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.

The True Up Shares embedded within Securities

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There were no unrecognized tax benefits and no amounts accrued for interest and penalties

as of June 30, 2025 and December 31, 2024.

as of September 30, 2025 and December 31, 2024.

The Company is currently not aware of any issues under review that could result in significant

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expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

On July 4, 2025, H.R.1, also referred to as the One Big Beautiful Bill Act (OBBBA), was signed into law in the U.S.

The OBBBA includes

changes to U.S.

federal tax law, including extending and modifying certain key Tax Cuts and Jobs Act of 2017 provision, and provisions

allowing accelerated tax deductions for qualified property and research expenditures.

As the legislation was signed into law after June

30, 2025, any impact of the OBBA is not reflected in our condensed consolidated financial statements.

The Company is currently evaluating

the impact on its consolidated financial statements.

On July 4, 2025, H.R.1, also referred to as the

One Big Beautiful Bill Act (OBBBA), was signed into law in the U.S.

The OBBBA includes changes to U.S.

federal tax law, including extending

and modifying certain key Tax Cuts and Jobs Act of 2017 provision, and provisions allowing accelerated tax deductions for qualified property

and research expenditures.

The Company is currently evaluating the impact on its consolidated financial statements.

The Company is incorporated in the State of Delaware

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payments made to those providers as prepaid expenses that will be recognized as expense in future periods as the related services are

Research and development expenses for the six months ended June 30, 2025 and 2024 primarily consisted of personnel costs for

the design and development of clinical trials, legal and professional fees, and facilities related fees.

Research and development expenses for the nine months ended September 30, 2025 and 2024 primarily consisted of personnel costs

for the design and development of clinical trials, legal and professional fees, and facilities related fees.

Refer to Note 5 for the terms

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ASU 2023-09 will have on its annual and interim disclosures.

On November 4, 2024, the FASB issued ASU No.

Expense Disaggregation Disclosures ( “ ASU 2024-03 ” ).

ASU 2024-03 amends

ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial

statements of specified information about certain costs and expenses.

ASU 2024-03 is required to be adopted for fiscal years

commencing after December 15, 2026, with early adoption permitted.

The Company is currently evaluating the impact of adopting the

standard on its financial position and results of operations.

On July 5, 2025, the FASB issued ASU No.

Financial Instruments — Credit Losses (“ASU 2025-05”).

ASU 2025-05 amends ASC 326-20,

the calculation of credit loss allowances estimates the uncollectible portion of short-term receivables and contract assets, using

historical and current data without forecasting future conditions, and may include post-balance-sheet collections if eligible.

guidance will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within

those annual reporting periods.

Early adoption is permitted in both interim and annual reporting periods in which financial statements

have not yet been issued or made available for issuance.

The Company is currently evaluating the impact of adopting the standard on its

financial position and results of operations.

The Company does not believe recently issued but

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Note 3 — Other payables and accrued

September 30,

Accrued professional fees (i)

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on Form S-1 related to the Equity Line Shares was declared effective by the SEC.

As of June 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 .

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 .

On December 5, 2024, the Company entered into

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Registration Rights

The holders of 312,200 shares of Common Stock

that were issued to the initial stockholders of UPTD (the “Founder Shares”) and of 1,107,500 shares of Common Stock issued

to certain investors in a private placement in connection with UPTD’s initial public offering (the “Private Shares”)

are entitled to registration rights pursuant to a Registration Rights Agreement, dated July 14, 2021, among UPTD, TradeUP Acquisition

Sponsor LLC and certain security holders named therein.

The Company assumed the obligations of UPTD under such agreement upon consummation

of the Business Combination.

The holders of the majority of these securities are entitled to make up to three demands, excluding short

form demands, that the Company registers such securities.

In addition, the holders have certain “piggy-back” registration

rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require

the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company is also obligated to file

a registration statement for the (i) Equity Line Shares that we may issue to White Lion pursuant to the Common Stock Purchase Agreement

and White Lion RRA, (ii) up to 2,225,000 shares of Common Stock issuable upon exercise of the Warrants and (iii) the shares issued or

that will be issued pursuant to the Subscription Agreements.

The Company will bear the expenses incurred in connection with the filing

of any such registration statements.

In connection with the Securities Purchase Agreements entered into

with the Selling Stockholders on or about May 30, 2025 and June 1, 2025 , the Company agreed to file a registration statement (of which

this prospectus is a part) to register the resale of the Shares of Common Stock purchased by the Selling Stockholders.

The Company also

agreed to register the resale of any additional shares of Common Stock, or “True-Up Securities,” that may be issuable pursuant

to the true-up mechanism in such agreements.

The Company agreed to cause such registration statement to be declared effective within a

reasonable period of time after the filing thereof.

Contingencies

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with the Company, its licensors or its strategic collaborators to enforce or otherwise assert their patent rights.

Collaboration Agreement

On October 29, 2021, Eureka, entered into a Collaboration

Agreement with Imugene Ltd, a clinical stage immune-oncology company to evaluate Imugene’s CF33-CD19t, its oncolytic virus onCARlytics

technology in combination with Eureka’s CD19 ARTEMIS ® T-cell therapy for the treatment of solid tumors.

On June 28, 2022, as part of the Separation, Eureka

contributed and assigned the Collaboration Agreement to Estrella.

Pursuant to the Collaboration Agreement, Estrella and Imugene have each

granted to the other a royalty free, non-exclusive, worldwide license, with the right to grant and authorize sublicenses, to their respective

technologies to conduct the research activities each is responsible for performing under the research plan set forth in the Collaboration

The research plan is required to be reviewed no less frequently than every six to eight months by a joint steering committee

comprised of participants from each of Estrella and Imugene.

Allocation of Costs, unless otherwise agreed by

the Parties in connection with a given Research Plan and associated Research Budget:

Eureka Costs:

Eureka will be responsible for all FTE and other internal costs incurred in the performance of all Eureka Research Activities, as defined in the Collaboration Agreement;

Imugene Costs:

Imugene will be responsible for all FTE and other internal costs incurred in the performance of all Imugene Research Activities, as defined in the Collaboration Agreement;

Eureka and Imugene will share equally (50:50) the out-of-pocket costs set forth in the applicable Research Budget plus Allowable Overruns, as defined in the Collaboration Agreement.

If either Party incurs out-of-pocket costs in excess of the amount budgeted therefor in the applicable Research Budget plus Allowable Overruns, then the other Party will not be responsible for its 50 % share to the extent in excess of such budgeted amount plus Allowable Overruns, unless the joint steering committee (“JSC”) approves such excess costs (either before or after such costs have been incurred).

The research plan under the Collaboration Agreement was completed as

of August 30, 2023.

The Company and Eureka did not incur any research and development expenses associated with the Collaboration Agreement

in the six months ended June 30, 2025 and 2024.

On May 15, 2023, Estrella assigned a cost reimbursement

receivable of $ 27,169 from Imugene under the Collaboration Agreement to Eureka.

There was no impact on Estrella’s statements of

Note 5 — Related Party Transactions

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upon FDA approval, and (c) royalty payments of a single digit percentage on net sales.

As of June 30, 2025 and December 31, 2024, Estrella

had no remaining balance of accounts payable – related party, related to the upfront payment under the License Agreement.

June 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”) was earned by Eureka under the Agreement.

payment related to Milestone 1 was paid on October 10, 2023.

Milestone payment of $ 50,000 related to Milestone 2 was paid on September

As of September 30, 2025 and December 31, 2024,

Estrella had no remaining balance of accounts payable – related party, related to the upfront payment under the License Agreement.

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”) was earned by Eureka under the Agreement.

Milestone payment related to Milestone 1 was paid on October 10, 2023.

Milestone payment of $ 50,000 related to Milestone 2 was paid

on September 3, 2024.

Services Agreement

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Eureka’s services commenced on June 28,

As of both June 30, 2025 and December 31, 2024, Estrella had no accounts payable balance – related party related to the Service

Agreement with Eureka.

For the three and six months ended June 30, 2025

As of both September 30, 2025 and December 31, 2024, Estrella had no accounts payable balance – related party related to the

Service Agreement with Eureka.

For the three and nine months ended September

30, 2025 and 2024, Estrella did not incur any pass-through costs related to clinical trials under this Service Agreement.

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the terms and conditions of the SOW govern in the event of any conflict with the terms and conditions of the Services Agreement.

The scope of work set forth in the SOW includes study start-up, patient

dosings and related activities, study close-out, and reporting.

Additionally, the SOW sets forth the various services Eureka will provide

in connection with the clinical trial, including regulatory document development, site activation, patient enrollment and consent management,

data collection, and pharmacovigilance.

The scope of work set forth in the SOW includes

study start-up, patient dosings and related activities, study close-out, and reporting.

Additionally, the SOW sets forth the various services

Eureka will provide in connection with the clinical trial, including regulatory document development, site activation, patient enrollment

and consent management, data collection, and pharmacovigilance.

Pursuant to the SOW, Estrella agrees to pay Eureka

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Lastly, a $ 2.0 million milestone fee will become due in connection with the

study close-out phase, estimated to be completed by October 2026.

study close-out phase, estimated to be completed by December 2026.

Services provided in connection with this milestone include finalizing

patient data, trial data cleaning, statistical analysis, and preparing and submitting the final study report.

As of June 30, 2025, the Company has paid $ 3.5

As of September 30, 2025, the Company has 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 .

As of June 30, 2025 and December 31, 2024, six

and two patients had been dosed, respectively.

The second clinical trial site was activated as of June 30, 2025.

The Company accrued approximately

$ 8.8 million and $ 2.8 million in accrued liabilities – related party for those periods, which included amounts related to dosing

milestone payments and site activation costs.

As of September 30, 2025 and December 31, 2024,

nine and two patients had been dosed, respectively.

The second clinical trial site was activated as of September 30, 2025.

accrued approximately $ 12.9 million and $ 2.8 million in accrued liabilities – related party for those periods, which included amounts

related to dosing milestone payments and second site activation costs.

On May 13, 2024, the Company and Eureka entered

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mutually agreed upon from time to time.

As of June 30, 2025, and December 31, 2024, the

Company has accrued $ 18,333 and $ 36,667 under accrued liabilities – related parties, respectively, representing unpaid consulting

As of September 30, 2025, and December 31, 2024,

the Company has accrued $ 18,333 and $ 36,667 under accrued liabilities – related parties, respectively, representing unpaid consulting

fees due to CoFame.

For the three months ended June 30, 2025 and 2024, the Company recorded a consulting expense of $ 54,997 and $ 0 related

to CoFame, respectively.

For the six months ended June 30, 2025 and 2024, the Company recorded a consulting expense of $ 109,997 and $ 0

For the three months ended September 30, 2025 and 2024, the Company recorded a consulting expense of $ 54,999 and $ 0

related to CoFame, respectively.

For the nine months ended September 30, 2025 and 2024, the Company recorded a consulting expense of $ 164,996

and $ 0 related to CoFame, respectively.

Series AA Preferred Stock

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and to the Assets in exchange for 105,000,000 shares of Estrella’s Series AA Preferred Stock (refer to Note 6).

As of June 30, 2025

As of September

30, 2025 and December 31, 2024, Eureka collectively owned 66.9 % and 69.8 % of the Company on a fully diluted basis, respectively.

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30, 2024, without any renewal option.

On July 1, 2024, the Company entered into a new office sublease agreement

Pursuant to the Sublease Agreement, the sublease commenced on July 1, 2024 and expired on December 31, 2024 with $ 2,000 sublease

fee per month.

On January 1, 2025, the Company entered into another

sublease agreement with Eureka for the same location.

Under the new sublease agreement, the sublease commenced on January 1, 2025, and

expired on June 30, 2025 , with a monthly sublease fee of $ 2,000 , without any renewal option.

On July 1, 2025, the Company entered into a new

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31, 2025 with $ 2,000 sublease fee per month.

On January 1, 2025, the Company entered into another

sublease agreement with Eureka for the same location.

Under the new sublease agreement, the sublease commenced on January 1, 2025, and

will expire on June 30, 2025 , with a monthly sublease fee of $ 2,000 , without any renewal option.

Estrella elected not to apply the ROU and lease

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payments in profit or loss on a straight-line basis over the remaining lease term period.

For the three months ended June 30, 2025 and 2024,

the Company incurred $ 6,000 rent expense from Eureka.

For the six months ended June 30, 2025 and 2024, the Company incurred $ 12,000 rent

expense from Eureka.

For the three months ended September 30, 2025

and 2024, the Company incurred $ 6,000 rent expense from Eureka.

For the nine months ended September 30, 2025 and 2024, the Company incurred

$ 18,000 rent expense from Eureka.

Refer to Note 9.

As of June 30, 2025 and December 31, 2024, the

outstanding balance of lease payments of $ 4,000 was recorded as accounts payable – related party on the Company’s consolidated

As of September 30, 2025 and December 31, 2024,

the outstanding balance of lease payments of $ 4,000 was recorded as accounts payable – related party on the Company’s consolidated

balance sheets.

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the holders of Common Stock by reason of their ownership, an amount per share equal to the applicable Original Issue Price, plus any dividends

declare but unpaid thereon.

declared but unpaid thereon.

Distribution of Remaining Assets – If

there are any remaining assets of the Estrella, such assets shall be distributed among the holders of the shares of Series A Preferred

Stock and Common Stock, prorated based on the number of shares held by each such holder, treating for this purpose all such securities

as if they had been converted to Common Stock.

there are any remaining assets of Estrella, such assets shall be distributed among the holders of the shares of Series A Preferred Stock

and Common Stock, prorated based on the number of shares held by each such holder, treating for this purpose all such securities as if

they had been converted to Common Stock.

Voting Rights

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or (2) (a) the sale, lease, transfer, exclusive license or other disposition,

in a single transaction or series of related transactions, by Estrella or any subsidiary of Estrella of all or substantially all the

assets of Estrella and its subsidiaries taken as a whole, or (b) the sale or disposition (whether by merger, consolidation or otherwise,

and whether in a single transaction or a series of related transactions) of one or more subsidiaries of Estrella if substantially all

of the assets of Estrella and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale,

lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of Estrella.

in a single transaction or series of related transactions, by Estrella or any subsidiary of Estrella of all or substantially all the assets

of Estrella and its subsidiaries taken as a whole, or (b) the sale or disposition (whether by merger, consolidation or otherwise, and

whether in a single transaction or a series of related transactions) of one or more subsidiaries of Estrella if substantially all of the

assets of Estrella and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer,

exclusive license or other disposition is to a wholly owned subsidiary of Estrella.

Estrella shall use the consideration received

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Stock is 250,000,000 with a par value of $ 0.0001 per share (the “Common Stock”).

As of June 30, 2025 and December 31, 2024,

As of September 30, 2025 and December 31,

2024, there were 38,280,870 and 36,680,870 shares of Common Stock issued, respectively.

As of June 30, 2025 and December 31, 2024, there were

37,065,589 and 36,165,589 shares of Common Stock outstanding, respectively.

As of September 30, 2025 and December 31, 2024,

there were 37,765,589 and 36,193,891 shares of Common Stock outstanding, respectively.

PIPE investment shares

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Date minus (B) the number of Shares acquired by the Investor following the Closing divided by 10.00 .

In accordance with the terms of the

Subscription Agreements, the maximum number of shares to be issued at the 24-Month Date totals to 709,770 .

(See Note 11.)

On January 22, 2024, the Company completed the

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set forth in the Common Stock Purchase Agreement as further described in Note 4.

As of June 30, 2025, White Lion has purchased 70,000

As of September 30, 2025, White Lion has purchased 70,000

shares of the Company’s Common Stock for an aggregated consideration of $ 79,491 .

Between May 31 and June 1, 2025, the Company entered

into Securities Purchase Agreements with three accredited investors in connection with a private placement of 2,233,334 shares of its

Common Stock for aggregate gross proceeds of $ 3,350,000 .

Each Securities Purchase Agreement includes a contingent value protection feature

pursuant to which the Company may be required to issue additional shares of Common Stock (the “True-Up Shares”) if the market

price of the Company’s stock on the 12-month anniversary of the agreement is below $ 1.50 per share.

As of June 30, 2025, the Company

had received gross proceeds of $ 1,350,000 in connection with the Securities Purchase Agreement and issued 900,000 shares of its Common

Stock to the investors.

From May 2025 to September 2025, the Company entered

into Securities Purchase Agreements with three accredited investors.

Each Securities Purchase Agreement includes a contingent value protection

feature pursuant to which the Company may be required to issue additional shares of Common Stock (the “True-Up Shares”) if

the market price of the Company’s stock on the 12-month anniversary of the agreement is below $ 1.50 per share.

As of September 30,

2025, the Company had received gross proceeds of $ 2,400,000 in connection with the Securities Purchase Agreements and issued 1,600,000

shares of its Common Stock to the investors.

The True-Up feature was determined to require

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is initially measured at fair value on the issuance date and is remeasured at fair value at each subsequent reporting date, with changes

in fair value recognized in the consolidated statements of operations.

As of June 30, 2025, the fair value of the derivative

liability related to the True-Up Shares was independently valued at $ 187,941 using a Monte Carlo Simulation model.

in fair value recognized as General and administrative expense in the consolidated statements of operations.

In accordance with the Securities

Purchase Agreements executed between May 2025 to September 2025, the maximum number of True-Up Shares totals to 735,857 .

Changes in fair value recognized for the three and nine months ended

September 30, 2025, were $ 67,039 .

The Company did not recognize any changes in fair value during the same periods in 2024 as no derivative

liabilities existed.

As of September 30, 2025, the fair values of the

derivative liabilities related to the True-Up Shares were valued at $ 385,355 using a Monte Carlo Simulation model.

Key inputs included

a one-year volatility of 110 %, a risk-free rate of 4.0 %, and a spot price of $ 0.96 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 True-Up Price

and the Contractual Floor Price of $ 0.20 per share.

a 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.

In connection with the reverse recapitalization,

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made pursuant to the authorization will be determined at a future date depending on market conditions and other factors.

As of June 30,

As of September

30, 2025 and December 31, 2024, approximately $ 0.4 million remained available for repurchases.

As of June 30, 2025 and December 31, 2024, the

Company has repurchased 515,281 and 486,979 shares of its common stock.

For the six months ended June 30, 2025 and 2024, the Company repurchased

28,302 and 321,794 shares of its common stock in open market transactions for $ 29,462 and $ 354,440 at a weighted average price per share

of $ 1.04 , and $ 1.10 , respectively.

As of September 30, 2025 and December 31, 2024,

the Company has repurchased 515,281 and 486,979 shares of its common stock.

For the nine months ended September 30, 2025 and 2024, the

Company repurchased 28,302 and 431,723 shares of its common stock in open market transactions for $ 29,462 and $ 504,905 at a weighted average

price per share of $ 1.04 , and $ 1.17 , respectively.

Note 8 — Stock Based Compensation

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under the 2023 Plan to purchase 3,600,000 shares of its Common Stock to its employees, board of directors, and other consultants.

the six months ended June 30, 2025, no additional stock options were granted.

the nine months ended September 30, 2025, no additional stock options were granted.

The stock-based compensation expense recorded

in the Company’s results of operations.

For the three months ended June 30, 2025 and 2024 were $ 159,098 and $0 , respectively.

the six months ended June 30, 2025 and 2024 were $ 318,193 and $0 , respectively.

For the three months ended September 30, 2025 and 2024 were $ 152,421 and $0 , respectively.

For the nine months ended September 30, 2025 and 2024 were $ 470,614 and $0 , respectively.

The breakdown of stock-based compensation by categories

for the three and six months ended June 30, 2025 and 2024 are summarized below:

for the three and nine months ended September 30, 2025 and 2024 are summarized below:

September 30,

Research and development

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Total stock-based compensation

September 30,

Research and development

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plan was $ 2,350,018 .

As of June 30, 2025 and December 31, 2024, there were $ 1,599,569 and $ 1,917,762 unvested compensation costs, which

is expected to be recognized over the weighted average remaining 2.78 and 3.27 years of employment service period respectively.

As of September 30, 2025 and December 31, 2024, there were $ 1,447,148 and $ 1,917,762 unvested compensation costs,

which is expected to be recognized over the weighted average remaining 2.54 and 3.27 years of employment service period respectively.

A summary of information related to stock option

activities during the six-month transition period ended December 31, 2024 and for the six months ended June 30, 2025 is as follows:

activities during the six-month transition period ended December 31, 2024 and for the nine months ended September 30, 2025 is as follows:

Balance of unvested early-exercised stock options at June 30, 2024

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Vested 2023 Plan stock option

Balance of unvested stock options at June 30, 2025

Balance of unvested stock options at September 30, 2025 (Unaudited)

Note 9 — Leases

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office sublease agreement with Eureka (“Lease 3”) for six months without any renewal option.

On July 1, 2025, the Company entered into an office

sublease agreement with Eureka (“Lease 4”) for six months without any renewal option.

The Company’s office lease was classified

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the lease monthly payments in profit or loss on a straight–line basis over the remaining lease term period.

Rent expense for the three months ended June 30,

Rent expense for the three months ended September

30, 2025 and 2024 was $ 6,000 .

Rent expense for the six months ended June 30, 2025 and 2024 was $ 12,000 .

Rent expense for the nine months ended September 30, 2025 and 2024 was $ 18,000 .

Note 10 — Segment Information

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revenue and expense categories of the Company’s single operating segment.

For the three months ended June 30,

For the three months ended

September 30,

Operating expenses:

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Income tax expense

For the six months ended

For the nine months ended

September 30,

Operating expenses:

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Note 11 — Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date through the issuance date.

Except as described below, there were no material subsequent events

that required recognition or disclosure in the Company’s unaudited condensed consolidated financial statements.

Advancement of Clinical Program

In November, 2025, the Company announced the completion of Phase

I dosing for the STARLIGHT-1 clinical trial.

Issuance of Additional Shares

Pursuant to the Subscription Agreements dated

September 14, 2023 with Plentiful Limited and Lianhe World Limited (collectively, the “PIPE Investors”), each PIPE Investor

was entitled to receive additional shares of the Company’s common stock if the volume-weighted average price (“VWAP”)

of the Company’s common stock for the fifteen (15) trading days prior to September 29, 2025 was less than $ 8.30 .

Based on the VWAP

from September 8 to September 26, 2025, it was determined that this condition has been met.

As of the date of the issuance of these

unaudited condensed consolidated financial statements, the Company is in the process of obtaining share-holding information from the PIPE

Investors to determine the exact number of additional shares to be issued in accordance with the terms of the Subscription Agreements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements