Estrella Immunopharma, Inc. 10-Q

ITEM 5. OTHER INFORMATION Effective upon closing of the Business Combination on September 29, 2023, the Company entered into a Company Stockholder Lock-Up Agreement (“Lock-Up Agreement”) with Eureka substantially similar to the Form of Lock-Up Agreement attached as Exhibit F to the Merger Agreement, pursuant to which Eureka agreed not to transfer any of the 25,277,831 shares of Common Stock that it received as merger consideration upon closing of the Business Combination for a period of six months, subject to certain exceptions and adjustments. The material terms of the Lock-Up Agreement are described in the definitive proxy statement/prospectus filed by TradeUP Acquisition Corp. with the SEC on July 11, 2023 in the section entitled “ Proposal 1: The Business Combination Proposal — Related Agreements — Lock-Up Agreement ”, which description is incorporated herein by reference, and is qualified in its entirety by reference to the full text of the Merger Agreement and the Form of Lock-Up Agreement attached as Exhibit F thereto. The Merger Agreement is filed as Exhibit 2.1 hereto and incorporated herein by reference. 34 ITEM 6. EXHIBITS The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of September 30, 2022, by and among the Registrant, TradeUP Merger Sub Inc., and Estrella Biopharma, Inc. (incorporated by reference to Exhibit 2.1 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 4.1 Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company Registration Statement on Form S-4/A filed with the SEC on July 10, 2023 File No. 333-267918). 4.2 Specimen of Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company Registration Statement on Form S-4/A filed with the SEC on July 10, 2023 File No. 333-267918). 4.3 Warrant Agreement, dated July 14, 2021, between TradeUP Acquisition Corp. and VStock Transfer, LLC, as warrant agent (incorporated by reference to Exhibit 4.4 to the Company Registration Statement on Form S-4/A filed with the SEC on July 10, 2023 File No. 333-267918). 10.1 Subscription Agreement dated September 14, 2023 by and among TradeUP Acquisition Corp. and Plentiful Limited (incorporated by reference to Exhibit 10.1 to the Company Current Report on Form 8-K filed with the SEC on September 20, 2023). 10.2 Subscription Agreement dated September 14, 2023 by and among TradeUP Acquisition Corp. and Lianhe World Limited (incorporated by reference to Exhibit 10.2 to the Company Current Report on Form 8-K filed with the SEC on September 20, 2023). 10.3 Common Stock Purchase Agreement by and between TradeUP Acquisition Corp. and White Lion Capital LLC (incorporated by reference to Exhibit 10.1 to the Company Current Report on Form 8-K filed with the SEC on April 24, 2023). 10.4 Joinder to the Estrella Series A Purchase Agreement by and between Estrella Biopharma, Inc. and Lianhe World Limited (incorporated by reference to Exhibit 10.4 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.5 Joinder to the Estrella Series A Purchase Agreement by and between Estrella Biopharma, Inc. and CoFame Investments, LLC(incorporated by reference to Exhibit 10.5 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.6 Joinder to the Estrella Series A Purchase Agreement by and between Estrella Biopharma, Inc. and US Tiger Securities, Inc. (incorporated by reference to Exhibit 10.6 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.7 Joinder to the Estrella Series A Purchase Agreement by and between Estrella Biopharma, Inc. and Smart Crest International Limited(incorporated by reference to Exhibit 10.7 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.8 Joinder to the Estrella Series A Purchase Agreement by and between Estrella Biopharma, Inc. and Yangbing Xiao(incorporated by reference to Exhibit 10.8 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.9 Joinder to the Estrella Series A Purchase Agreement by and between Estrella Biopharma, Inc. and Yuandong Wang(incorporated by reference to Exhibit 10.9 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.10 Stock Transfer Agreement by and among Cheng Liu, Jiandong (Peter) Xu and Qian (Vicky) Yang, Yuandong Wang and Estrella Biopharma, Inc. (incorporated by reference to Exhibit 10.10 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.11 Stock Transfer Agreement by and among Cheng Liu, Jiandong (Peter) Xu and Qian (Vicky) Yang, Yangbing Xiao and Estrella Biopharma, Inc. (incorporated by reference to Exhibit 10.11 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.12 Stock Transfer Agreement by and among Cheng Liu, Jiandong (Peter) Xu and Qian (Vicky) Yang, Smart Crest International Limited and Estrella Biopharma, Inc. (incorporated by reference to Exhibit 10.12 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.13 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.13 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.14 Estrella Immunopharma, Inc. 2023 Omnibus Incentive Plan(incorporated by reference to Exhibit 10.14 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.15 Unsecured Promissory Note by and between Hongbin Zhang and Estrella Biopharma Inc. (incorporated by reference to Exhibit 10.15 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.16 Registration Rights Agreement, dated as of April 20, 2023, by and between TradeUP Acquisition Corp. and White Lion Capital LLC. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on April 24, 2023, File No. 001-40608). 10.17 Amendment to the Common Stock Purchase Agreement, dated as of April 26, 2023, by and between TradeUP Acquisition Corp. and White Lion Capital LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 26, 2023, File No. 001-40608). 35 10.18 License Agreement, dated June 28, 2022, by and among Eureka Therapeutics, Inc., Eureka Therapeutics (Cayman) Ltd. and Estrella Biopharma, Inc. (incorporated by reference to Exhibit 10.4 to the Company Registration Statement on Form S-4/A filed with the SEC on July 10, 2023, File No. 333-267918). 10.19 Amendment No. 1 to License Agreement, effective October 1, 2022, by and between Eureka Therapeutics, Inc. and Estrella Biopharma, Inc. (incorporated by reference to Exhibit 10.16 to the Company Registration Statement on Form S-4/A filed with the SEC on July 10, 2023, File No. 333-267918). 10.20 Amendment No. 2 to License Agreement, effective March 1, 2023, by and between Eureka Therapeutics, Inc. and Estrella Biopharma, Inc. (incorporated by reference to Exhibit 10.28 to the Company Registration Statement on Form S-4/A filed with the SEC on July 10, 2023, File No. 333-267918). 10.21 Services Agreement, dated June 28, 2022, by and among Eureka Therapeutics, Inc., Eureka Therapeutics (Cayman) Ltd. and Estrella Biopharma, Inc. (incorporated by reference to Exhibit 10.5 to the Company Registration Statement on Form S-4/A filed with the SEC on July 10, 2023, File No. 333-267918). 10.22 Amendment No. 1 to Services Agreement, effective October 1, 2022, by and between Eureka Therapeutics, Inc. and Estrella Biopharma, Inc. (incorporated by reference to Exhibit 10.15 to the Company Registration Statement on Form S-4/A filed with the SEC on July 10, 2023 File No. 333-267918). 10.23 Amendment No. 2 to Services Agreement, effective March 1, 2023, by and between Eureka Therapeutics, Inc. and Estrella Biopharma, Inc. (incorporated by reference to Exhibit 10.27 to the Company Registration Statement on Form S-4/A filed with the SEC on July 10, 2023, File No. 333-267918). 10.24 Collaboration Agreement, dated October 29, 2021, by and between Estrella Biopharma, Inc. (as successor to Eureka Therapeutics, Inc.) and Imugene Limited. (incorporated by reference to Exhibit 10.6 to the Company Registration Statement on Form S-4/A filed with the SEC on July 10, 2023, File No. 333-267918). 10.28 Amendment to Offer Letter by and between Dr. Cheng Liu and Estrella Biopharma, Inc. (incorporated by reference to Exhibit 10.16 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.29 Amendment to Employment Agreement by and between Peter Xu and Estrella Biopharma, Inc. (incorporated by reference to Exhibit 10.17 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.30 Amendment to Employment Agreement by and between Vicky Yang and Estrella Biopharma, Inc. (incorporated by reference to Exhibit 10.18 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.31 Employment A greement by and between Dr. Cheng Liu and Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.19 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.32 Employment Agreement by and between Peter Xu and Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.20 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023). 10.33 Registration Rights Agreement, dated July 14, 2021, among TradeUP Acquisition Corp., TradeUP Acquisition Sponsor LLC and certain security holders named therein (incorporated by reference to Exhibit 10.3 to the Company Current Report on Form 8-K filed with the SEC on July 19, 2021, File No. 001- 40608). 10.34 Contribution Agreement, dated June 28, 2022, by and between Eureka Therapeutics, Inc. and Estrella Biopharma, Inc. (incorporated by reference to the Company Registration Statement on Form S-4/A filed with the SEC on July 10, 2023 File No. 333-267918). 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Indicates management contract or compensatory plan. ** These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. 36 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ESTRELLA IMMUNOPHARMA, INC. By: /s/ Cheng Liu Name: Cheng Liu Title: Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Quarterly Report has been signed below by the following persons in the capacities and on the dates indicated. Signature Position Date /s/ Cheng Liu Principal Executive Officer and Chairman November 20, 2023 Cheng Liu (Principal Executive Officer) /s/ Peter Xu Principal Financial Officer November 20, 2023 Peter Xu (Principal Financial Officer and Principal Accounting Officer) 37