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Item 1. Financial Statements

2024-05-15 compared with 2024-02-14 · 312 added, 277 removed, 981 unchanged (38% of the section changed)

FINANCIAL STATEMENTS.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

ESTRELLA IMMUNOPHARMA, INC AND ITS SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

1 unchanged sentence

Current assets:

Prepaid expenses

Cash and cash equivalent

Prepaid expenses and other receivable

Prepaid expenses, related party

Extension note receivable

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

0 and 1,203,695 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively

0 and 1,203,695 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively

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

0 and 25,277,591 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively

0 and 25,277,591 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively

Stockholders’ Equity (Deficit):

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250,000,000 shares authorized;

35,201,232 and 978,243 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively*

and 978,243 shares issued as of March 31, 2024 and June 30, 2023, respectively;

36,535,980 and 978,243 shares outstanding as of March 31, 2024 and June 30, 2023, respectively*

Additional paid-in capital

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( 12,188,553 )

Treasury stock, at cost 74,890 and 0 shares as of March 31, 2024 and June 30, 2023, respectively

Total Stockholders’ Equity (Deficit)

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on September 29, 2023 to reflect exchange ratio of approximately 0.2407 as described in Note 3

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

ESTRELLA IMMUNOPHARMA, INC AND ITS SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Operating expenses

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( 8,382,890 )

( 5,641,784 )

Loss before income taxes

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( 8,382,890 )

( 5,641,784 )

Income taxes provision

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Weighted average common stock outstanding, basic and diluted*

* Giving retroactive effect to reverse recapitalization effected

on September 29, 2023 to reflect exchange ratio of approximately 0.2407 as described in Note 3

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

retroactive effect to reverse recapitalization effected on September 29, 2023 to reflect exchange ratio of approximately 0.2407 as described

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

ESTRELLA IMMUNOPHARMA, INC AND ITS SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

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Stockholders’

Equity (Deficit)

Balance, July 1, 2023

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Stock-based compensation

Issuance of common stock issued for PIPE investment

Issuance of common stock for PIPE investment

Issuance of common stock upon completion of business combination

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$ ( 15,079,674 )

Issuance of common stock for PIPE investment

Purchase of treasury stock

Balance, March 31, 2024

$ ( 15,549,204 )

Balance, July 1, 2022

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$ ( 6,475,779 )

* Giving retroactive effect to reverse recapitalization effected

on September 29, 2023 to reflect exchange ratio of approximately 0.2407 as described in Note 3

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

December 31, 2023

December 31, 2022

Vesting of early exercised stock options

Stock-based compensation

( 2,741,106 )

Balance, March 31, 2023

$ ( 9,457,041 )

$ ( 9,113,961 )

retroactive effect to reverse recapitalization effected on September 29, 2023 to reflect exchange ratio of approximately 0.2407 as described

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

ESTRELLA IMMUNOPHARMA, INC AND ITS SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

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Prepaid expenses - related party

( 3,500,000 )

Accounts payable - related party

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Proceeds from business combination

Purchase of treasury stock

Net cash provided by financing activities

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Conversion of deferred underwriting commission payable into Series A preferred stock

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

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

ESTRELLA IMMUNOPHARMA, INC AND ITS SUBSIDIARY

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1 — Organization and Business Operation

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Estrella Immunopharma, Inc., a Delaware corporation,

is a preclinical-stage biopharmaceutical company developing T-cell therapies with the capacity to cure patients with blood cancers and

solid tumors.

is a clinical-stage biopharmaceutical company developing T-cell therapies with the capacity to cure patients with blood cancers and solid

As further discussed below and in Note 3, on September

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using Imugene’s product candidate (“CF33-CD19t”) in conjunction with EB103.

The Company is in the development stage, having

not yet started planned principal operations.

As of December 31, 2023, the Company had devoted substantially all of its efforts toward

preparing regulatory filings (including Investigational New Drug (“IND”) applications), planning preclinical studies, and

building its management team.

On March 2, 2023, the FDA cleared the IND for EB103, allowing Estrella to proceed with the Phase I/II Starlight-1

Clinical Trial, which the Company expects to commence in the first half of 2024.

On March 2, 2023, the FDA cleared Estrella’s

IND application for EB103, allowing Estrella to proceed with the Phase I/II Starlight-1 Clinical Trial “Starlight-1”.

March 31, 2024, the Company has initiated activities in preparation of conducting the Starlight-1 clinical trial in the U.S.

4, 2024, the Company, Estrella and Eureka executed Statement of Work #001 relating to clinical trial services to be performed by Eureka

in connection with the Starlight-1 clinical trial (see Note 9).

On May 13, 2024, the Company, Estrella, and Eureka entered into Amendment

1 to the Statement of Work, effective as of March 4, 2024 (see Note 9).

Merger and reverse recapitalization

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The Business Combination was accounted for as

a “reverse recapitalization”.

Under this method of accounting, UPTD was treated as the “acquired” company for

a “reverse recapitalization.” Under this method of accounting, UPTD was treated as the “acquired” company for

financial reporting purposes.

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assets are recorded.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

The accompanying unaudited condensed consolidated

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the normal course of business.

As of December 31, 2023, the Company had cash of approximately $ 9.0 million, and accumulated deficit of

approximately $ 15.1 million.

For the six months ended December 31, 2023, loss from operations was approximately $ 2.9 million.

The Company’s

ability to fund its operations is dependent on the amount of cash on hand and its ability to raise debt or additional equity financing.

The Company has expended substantial funds on its research and development business, has experienced losses and negative cash flows from

operations since its inception and expects losses and negative cash flows from operations to continue until its technology receives regulatory

approval and the Company generates sufficient revenue and positive cash flow from operations, if ever.

As of March 31, 2024, the Company had cash of approximately $ 4.7 million, and accumulated deficit of approximately

$ 15.5 million.

For the nine months ended March 31, 2024, loss from operations was approximately $ 3.4 million.

The Company’s ability

to fund its operations is dependent on the amount of cash on hand and its ability to raise debt or additional equity financing.

has expended substantial funds on its research and development business, has experienced losses and negative cash flows from operations

since its inception and expects losses and negative cash flows from operations to continue until its technology receives regulatory approval

and the Company generates sufficient revenue and positive cash flow from operations, if ever.

On September 29, 2023, the Business Combination

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company compliance costs.

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 Biopharma’s product candidate, EB103, a T-cell therapy targeting CD19 using

ARTEMIS ® T cell technology licensed by Estrella Biopharma 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 $ 33,000,000

for achievement of all milestones.

As of March 31, 2024, Estrella has prepaid $ 3,500,000 to Eureka for covering the fees associated with

the initiation of the study, the preparation and activation of the first study site, and the First Patient First Visit (FPFV) milestones.

On May 13, 2024, the Company, Estrella, and Eureka

entered into Amendment No.

1 to the Statement of Work, effective as of March 4, 2024, 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.

The Company’s future operations are highly

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product candidates.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

However, management believes that the Company has sufficient funds

and available credit line to meet its working capital requirements and debt obligations, for at least the next 12 months from the filing

date of these unaudited condensed consolidated financial statements.

However, management believes that the

Company has sufficient funds on hand and ability to raise funds in the future through the issuance and sale of Equity Line Shares to White Lion in order to meet its working capital requirements and debt obligations, for at

least the next 12 months from the filing date of these unaudited condensed consolidated financial statements.

Note 2 — Significant accounting

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The results for

the three and six months ended December 31, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending

the three and nine months ended March 31, 2024 are not necessarily indicative of the results to be expected for the fiscal year ending

June 30, 2024 (fiscal year 2024) or for any other interim period or for any future year.

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statements and the reported amounts of revenues and expenses during the reporting periods.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Making estimates requires management to exercise

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tax asset valuation and allowances.

Cash and cash equivalent

The Company maintains its operating accounts in

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The Company’s cash is maintained in a checking and a saving account and Certificates of Deposits.

Cash equivalents consist of funds held at the third-party broker’s account for stock repurchase purpose, and the fund are unrestricted

and immediately available for withdrawal and use.

Basic and Diluted Loss per Common Stock

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all potentially dilutive securities are anti–dilutive.

As of December 31, 2023 and June 30, 2023, 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:

As of March 31, 2024 and June 30, 2023, 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:

Series A Preferred Stock*

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the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

As a result, if other assumptions had been used,

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The shares of Preferred

Stock are mandatorily redeemable upon the occurrence of Deemed Liquidation Events outside of the Company’s control.

Therefore, the

Company classifies the Preferred Stock as mezzanine equity.

Stock were mandatorily redeemable upon the occurrence of Deemed Liquidation Events outside of the Company’s control.

the Company classifies the Preferred Stock as mezzanine equity.

Refer to Note 11.

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Upon completion of the business combination, all

of UPTD’s public warrants remain outstanding were replaced by the Company’s public warrants.

The Company treated such warrants

replacement as a warrant modification and no incremental fair value was recognized.

of UPTD’s public warrants that remained outstanding were replaced by the Company’s public warrants.

The Company treated such

warrants replacement as a warrant modification and no incremental fair value was recognized.

Concentration of Credit Risk

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

As of December 31, 2023 and

As of March 31, 2024 and

June 30, 2023, the Company had not experienced losses on these accounts.

As of December 31, 2023

and June 30, 2023, $ 9,046,015 and $ 2,479,146 were deposited with financial institutions located in the United States, and $ 8,784,872

and $ 2,229,146 of these balances are not covered by deposit insurance, respectively.

While management believes that these financial

institutions are of high credit quality, it also continually monitors their credit worthiness.

As of March 31, 2024 and June 30, 2023, $ 4,561,368 and $ 2,479,146 were

deposited with financial institutions located in the United States, and $ 4,300,226 and $ 2,229,146 of these balances are not covered

by deposit insurance, respectively.

While management believes that these financial institutions are of high credit quality, it also continually

monitors their credit worthiness.

Risks and Uncertainties

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condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

The Company’s future success depends on

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Services Agreement, Eureka currently performs or supports the Company’s important research and development activities.

Agreement (see Note 10) may be terminated by mutual agreement at any time.

Following the termination of, or the expiration of the term

of, the Services Agreement, the Company may not be able to replace the research and development-related services that Eureka provides

or enter into appropriate third-party arrangements on terms and conditions, including cost, comparable to those that the Company will

receive from Eureka.

Additionally, after the Services Agreement terminates, the Company may be unable to sustain the research and development-related

The Statement

of Work (see Note 9) may be terminated by mutual agreement at any time.

Following the termination of, or the expiration of the term of,

the Statement of Work, the Company may not be able to replace the research and development-related services that Eureka provides or enter

into appropriate third-party arrangements on terms and conditions, including cost, comparable to those that the Company will receive from

Additionally, after the Statement of Work terminates, the Company may be unable to sustain the research and development-related

services at the same levels or obtain the same benefits as when the Company was receiving such services and benefits from Eureka.

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

as of December 31, 2023 and June 30, 2023.

as of March 31, 2024 and June 30, 2023.

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

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therefore, no deferred taxes were carried over from Eureka to the Company.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Research and Development Expenses

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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 December 31, 2023 and 2022 primarily consisted of personnel costs

for the design and development of clinical trials, legal and professional fees, facilities related fees and enhancement of the Company’s

technology which was mainly performed by Eureka.

(Refer to Note 10 for the terms of the License Agreement and the Service Agreement).

Research and development expenses for the nine months ended March 31, 2024 and 2023 primarily consisted of personnel costs for

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

Refer to Note 9 for the terms

of the License Agreement, the Service Agreement, and the Statement of Work.

Deferred transaction costs

Deferred transaction costs consist primarily of

expenses paid to attorneys, consultants, underwriters, and others related to the Merger.

Should the Merger prove to be unsuccessful, these

deferred costs, as well as additional expenses to be incurred, will be charged to expenses.

expenses paid to attorneys, consultants, underwriters, and others related to the Merger, which were charged to shareholders’ equity upon the completion of the Merger.

The Company completed the

Merger on September 29, 2023.

Effective July 1, 2022, the Company adopted ASU

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Company classifies the lease as a finance lease:

The lease transfers ownership of the underlying asset to the lessee by the end of the lease term;

The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise;

The lease term is for a major part of the remaining economic life of the underlying asset;

The present value of the sum of the lease payments and any residual value guaranteed by the lessee, that is not otherwise included in the lease payments substantially exceeds all of the fair value of the underlying asset;

The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

lease transfers ownership of the underlying asset to the lessee by the end of the lease term;

lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise;

lease term is for a major part of the remaining economic life of the underlying asset;

present value of the sum of the lease payments and any residual value guaranteed by the lessee, that is not otherwise included in the

lease payments substantially exceeds all of the fair value of the underlying asset;

underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease

Leases that do not meet any of the above criteria

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asset group and includes the associated operating lease payments in the undiscounted future pre-tax cash flows.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Segment reporting

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the amendments will be effective two years later from the date of the SEC’s removal.

The Company is currently evaluating the impact of

the update on the Company’s consolidated financial statements and related disclosures.

The Company is currently evaluating the impact

of the update on the Company’s consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09,

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as of September 29, 2023:

● each share of common stock, par value $ 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the effective time of the Business Combination (“Effective Time”) was no longer outstanding and thereupon were converted into and become one validly issued fully paid and non-assessable share of Common Stock, par value $ 0.001 per share, of the Company and all such shares constituted the only outstanding shares of capital stock of the Company as of immediately following the Effective Time;

The UPTD Units were automatically separated into underlying Common Stock and UPTD Warrants and are no longer be traded on the open market following the Closing;

● Estrella issued 500,000 shares of Series A Preferred Stock to White Lion for $ 500,000 and 250,000 shares of Series A Preferred Stock to White Lion as commitment fee pursuant to the Common Stock Purchase Agreement immediately prior to the Effective Time;

● Estrella issued (i) 1,520,000 shares of Series A Preferred Stock were issued to Lianhe World for $1,520,000, (ii) 1,000,000 shares of Series A Preferred Stock were issued to CoFame for $1,000,000, (iii) 730,000 shares of Series A Preferred Stock were issued to Tiger for $730,000 for deferred commission, (iv) 2,000,000 shares of Series A Preferred Stock were issued to Smart Crest for $2,000,000;

(v) 2,000,000 shares of Series A Preferred Stock were issued to Xiao for $2,000,000 and (vi) 2,000,000 shares of Series A Preferred Stock were issued to Wang for $2,000,000, immediately prior to the Effective Time ;

● Estrella issued an unsecured 30-day promissory note to Hongbing Zhang in the principal amount of $ 0.3 million with an interest rate of 12 % per annum;

Each share of Series A Preferred Stock and Series AA Preferred Stock that was issued and outstanding immediately prior to the Effective Time was automatically converted into a number of shares of Estrella Common Stock;

● Each share of Estrella Common Stock was converted into 0.2407 shares of Company Common Stock;

● The Company issued 500,000 shares of Common Stock to each of Plentiful Limited and Lianhe World, respectively.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

share of common stock, par value $ 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the effective time of the

Business Combination (“Effective Time”) was no longer outstanding and thereupon were converted into and become one validly

issued fully paid and non-assessable share of Common Stock, par value $ 0.001 per share, of the Company and all such shares constituted

the only outstanding shares of capital stock of the Company as of immediately following the Effective Time;

UPTD Units were automatically separated into underlying Common Stock and UPTD Warrants and are no longer be traded on the open market

following the Closing;

issued 500,000 shares of Series A Preferred Stock to White Lion for $ 500,000 and 250,000 shares of Series A Preferred Stock to White

Lion as commitment fee pursuant to the Common Stock Purchase Agreement immediately prior to the Effective Time;

issued (i) 1,520,000 shares of Series A Preferred Stock were issued to Lianhe World for $1,520,000, (ii) 1,000,000 shares of Series A

Preferred Stock were issued to CoFame for $1,000,000, (iii) 730,000 shares of Series A Preferred Stock were issued to Tiger for $730,000

for deferred commission, (iv) 2,000,000 shares of Series A Preferred Stock were issued to Smart Crest for $2,000,000;

(v) 2,000,000 shares

of Series A Preferred Stock were issued to Xiao for $2,000,000 and (vi) 2,000,000 shares of Series A Preferred Stock were issued to Wang

for $2,000,000, immediately prior to the Effective Time ;

issued an unsecured 30-day promissory note to Hongbing Zhang in the principal amount of $ 0.3 million with an interest rate of 12 % per

share of Series A Preferred Stock and Series AA Preferred Stock that was issued and outstanding immediately prior to the Effective Time

was automatically converted into a number of shares of Estrella Common Stock (See Note 12);

share of Estrella Common Stock was converted into 0.2407 shares of Company Common Stock;

Company issued 500,000 shares of Common Stock to each of Plentiful Limited and Lianhe World, respectively.

The following table presents the number of the

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amount payable to redeem public shares of UPTD’s Common Stock

( 5,072,945 )

payments of transaction costs incurred by UPTD

( 1,640,128 )

repayments of working capital loan – related parties of UPTD

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non-cash net deficit assumed from UPTD

( 1,200,316 )

Net distributions from issuance of Common Stock upon the Reverse Recapitalization

$ ( 473,977 )

The shares and corresponding capital amounts and

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by loans from Estrella (the “Extension Notes”).

The Extension Notes bear no interest and was settled between Estrella

The Extension Notes bore no interest and were settled between Estrella

and UPTD upon the consummation of the Business Combination on September 29, 2023.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Note 6 — Other payables and accrued

Accrued professional fees (i)

Salary payable

Total other payables and accrued liabilities

balance of accrued professional fees represented amount due to third parties service providers which include audit fee, legal fee and

consulting fee related to capital raising, and consulting fee related research and development.

balance of accrued professional fees represented amount due to third party service providers which include, legal and consulting fee

related to research and development, and others.

Note 7 — Stock redemption payable

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Equity Financing Commitment

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 the lesser of (i) $ 50,000,000 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 the date hereof, no Equity Line Shares have been issued to White Lion pursuant to

the Common Stock Purchase Agreement.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

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 $ 50,000,000

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 the date hereof, no Equity Line Shares have been

issued to White Lion pursuant to the Common Stock Purchase Agreement.

Registration Rights

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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 TradeUP Acquisition Corp.,

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.

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.

Contingencies

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

Note 8 — Collaboration Agreement

Collaboration Agreement

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

10 unchanged sentences

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).

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

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 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

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The Company and Eureka recorded the costs associated with the Collaboration Agreement as research

and development expenses in the amount of $ 0 and $ 24,186 , for the six months ended December 31, 2023 and 2022, respectively, and $ 0 for

the three months ended December 31, 2023 and 2022.

and development expenses in the amount of $ 0 and $ 24,186 , for the nine months ended March 31, 2024 and 2023, respectively, and $ 0 for

the three months ended March 31, 2024 and 2023.

On May 15, 2023, Estrella assigned a cost reimbursement

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

As of December 31, 2023 and June 30, 2023, Estrella

As of March 31, 2024 and June 30, 2023, Estrella

had remaining balance of account payable - related party amounted to $ 0 and $ 833,333 , respectively, related to License Agreement’s

upfront payment.

As of December 31, 2023, one development milestone payment in the amount of $ 50,000 related to the submission of EB103

to the FDA was earned by Eureka under the Agreement.

As of March 31, 2024, one development milestone payment in the amount of $ 50,000 related to the submission of EB103 to

the FDA was earned by Eureka under the Agreement.

Such amount was accrued by Estrella and outstanding as of June 30, 2023 and payment

was made on October 10, 2023 with $ 0 outstanding as of December 31, 2023.

was made on October 10, 2023 with $ 0 outstanding as of March 31, 2024.

Services Agreement

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agreed upon the parties in writing.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Eureka’s service covered a period of 12

months and the service commenced on June 28, 2022.

As of December 31, 2023 and June 30, 2023, Estrella had account payable balance - related

As of March 31, 2024 and June 30, 2023, Estrella had account payable balance - related

party of $ 0 and $ 8,333,331 related to Service Agreement with Eureka, respectively.

As of December 31, 2023 and June 30, 2023, Estrella

As of March 31, 2024 and June 30, 2023, Estrella

accrued $ 166,941 and $ 116,482 for pass-through costs related to clinical trials incurred by Eureka in account payable-related party, respectively.

For the six months ended December 31, 2023 and

For the nine months ended March 31, 2024 and 2023,

Estrella incurred $ 54,957 and $ 125,273 pass-through costs related to clinical trials, respectively.

For the three months ended December 31, 2023 and

For the three months ended March 31, 2024 and

2023, Estrella incurred $ 0 and $ 9,822 pass-through costs related to clinical trials, respectively.

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on September 29, 2023, on October 10, 2023 Estrella remitted $ 9,334,475 to Eureka.

Statement of Work

On March 4, 2024, the Company, 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 Biopharma’s product candidate, EB103, a T-cell therapy targeting CD19

using ARTEMIS ® T cell technology licensed by Estrella Biopharma from Eureka.

The trial is designed to assess the safety,

tolerability, recommended Phase II dose, and preliminary anti-cancer activity of EB103 for the treatment of relapsed or refractory (R/R)

B-cell non-Hodgkin lymphoma (NHL) patients.

The SOW is governed by the terms of the Services

Agreement, dated June 28, 2022, between Estrella and Eureka (as amended by Amendment No.

1, effective as of October 1, 2022, and Amendment

2, effective as of March 1, 2023), and incorporates all the terms of the Services Agreement by reference.

Notwithstanding the foregoing,

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 dosing 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

non-refundable net fees in connection with the achievement of certain milestones set forth in the SOW, with total fees of $ 33,000,000

for achievement of all milestones, excluding additional pass-through costs and expenses incurred by Eureka and payable by Estrella Biopharma

as further described below.

Such amount assumes 20 patients to be dosed and one clinical site is activated.

An additional $ 500,000 will

become payable to Eureka if a second site is activated following mutual agreement of Estrella Biopharma and Eureka.

In addition to the

milestone payments, Eureka will invoice Estrella Biopharma quarterly for additional pass-through costs and expenses incurred in connection

with its services under the SOW.

Estrella Biopharma is required to settle invoices within 30 days, with Eureka reserving the right to

impose monthly interest charges of 1.5 % for undisputed amounts unpaid after 30 days.

Estrella Biopharma will also be responsible for payment

of any taxes, fees, duties or charges imposed by any governmental authority in connection with the services provided by Eureka under the

SOW, other than any taxes on Eureka’s income.

The first invoice payable to Eureka issuable upon

execution of the SOW is for $ 3.5 million, covering the fees associated with the initiation of the study, the preparation and activation

of the first study site, and the First Patient First Visit (FPFV) milestones.

Prior to the commencement of the patient dosing phase, a

deposit of $ 1.5 million is required to be delivered to Eureka to ensure the readiness for patient treatment expenses and will be applied

against the final invoice, and any unused portion will be returned to Estrella following collection of all outstanding fees and costs

payable to Eureka under the SOW.

Additional invoices will be issued in connection with the patient dosing milestone, amounting to $ 1,375,000

per patient and a total cost $ 27,500,000 for 20 patients, excluding any pass-through costs and additional expenses.

The SOW provides an

estimated dosing timeline of 6 patients by the end of 2024 and an additional 14 patients by the end of 2025.

Lastly, a $ 2,000,000 milestone

fee will become due in connection with the study close-out phase, estimated to be completed by the end of 2025.

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 March 31, 2024, Estrella has prepaid $ 3,500,000

to Eureka for covering the fees associated with the initiation of the study, the preparation and activation of the first study site, and

the First Patient First Visit (FPFV) milestones.

No milestone from the SOW has been achieved as of March 31, 2024.

On May 13, 2024, the Company, Estrella, and Eureka

entered into Amendment No.

1 to the SOW, effective as of March 4, 2024, 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.

Series AA Preferred Stock

On June 28, 2022, Estrella and Eureka entered

into the Contribution Agreement pursuant to which Eureka agreed to contribute and assign to Estrella all right, title and interest in

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

(Refer to Note 12) As of December

into the Contribution Agreement pursuant to which Eureka agreed to contribute and assign to Estrella all rights, title and interest in

and to the Assets in exchange for 105,000,000 shares of Estrella’s Series AA Preferred Stock (refer to Note 11).

As of March 31,

2024 and June 30, 2023, Eureka collectively owned 65.1 % and 92.1 % of Estrella on a fully diluted basis, respectively.

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lease contract with Eureka, to lease 180 square feet of office space with $ 2,000 monthly lease payments for nine months without any renewal

For the six months ended December 31, 2023 and

For the nine months ended March 31, 2024 and 2023,

the Company incurred $ 14,000 and $ 16,000 rent expense from Eureka, respectively.

For the three months ended December 31, 2023 and

2022, the Company incurred $ 6,000 rent expense from Eureka, respectively.

For the three months ended March 31, 2024 and 2023, the

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

Refer to Note 14.

As of December 31, 2023 and June 30, 2023, the

outstanding balance of lease payments of $ 6,000 and $ 22,000 was recorded as accrued liability - related party on the Company’s condensed

consolidated balance sheets, respectively.

As of March 31, 2024 and June 30, 2023, the outstanding

balance of lease payments of $ 4,000 and $ 22,000 was recorded as accrued liability - related party on the Company’s condensed consolidated

balance sheets, respectively.

Note 10 — Promissory note

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on October 30, 2023 and was paid in full on October 27, 2023.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Note 11 — Preferred Stock

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as if they had been converted to Common Stock.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Voting Rights

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The Series AA Conversion Price applicable to the Series AA Preferred Stock shall initially be equal to $ 1.00 .

A Conversion Price and the Series AA Conversion Price are referred to as “Conversion Price”.

The initial Conversion Prices

A Conversion Price and the Series AA Conversion Price are referred to as “Conversion Price.” The initial Conversion Prices

and the rate at which shares of applicable Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment

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

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Estrella shall use the consideration received

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Given the consideration of retroactive adjustments,

upon incorporation in March 20, 2022, the Company’s authorized shares were 145,000,000 shares of Common Stock with a par value of

upon incorporation on March 20, 2022, the Company’s authorized shares were 145,000,000 shares of Common Stock with a par value of

$ 0.0001 per share.

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Company’s ordinary shares issued upon the Reverse Recapitalization:

Ordinary Shares

UPTD’s Common Stock outstanding prior to Reverse Recapitalization

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determined by the total number of shares of Estrella Common Stock outstanding at the Effective Time in accordance with the Merger Agreement.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

PIPE investment shares

12 unchanged sentences

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

On January 22, 2024, the Company completed the

issuance of an additional 704,819 shares of Common Stock to each of the two PIPE Investors.

The shares were issued as part of the consideration

that each PIPE Investor was entitled to receive thirty days following the date of the closing of the Business Combination.

In connection with the reverse recapitalization,

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may call the Warrants for redemption:

in whole and not in part;

● at a price of $ 0.01 per Warrant;

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;

● if, and only if, the reported last sale price of the Common Stock equals or exceeds $ 16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on third business day before the Company send the notice of redemption to the warrant holders.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

whole and not in part;

a price of $ 0.01 per Warrant;

not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;

and only if, the reported last sale price of the Common Stock equals or exceeds $ 16.50 per share (as adjusted for stock splits,

stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on third

business day before the Company send the notice of redemption to the warrant holders.

The Company accounted for the 2,215,000 public

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Contracts in Entity’s Own Equity”.

Stock Repurchase Program

On January 30, 2024, the Company issued a press

release announcing that its board of directors has authorized share repurchases of up to $ 1 million of its common stock.

The authorization

does not constitute a formal or binding commitment to make any share repurchases and the timing, amount and method of any share repurchases

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

of March 31, 2024, $ 915,909 remained available for repurchases.

For the nine months

ended March 31, 2024, the Company repurchased 74,890 shares of its Common stock in open market transactions for $ 84,091 at a weighted

average price per share of $ 1.12 .

The Company did not repurchase any shares of its Common stock during the same period in 2023.

of March 31, 2024, $ 915,909 remained available for stock repurchasing.

Note 13 — Stock Based Compensation

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The stock-based compensation expense recorded

in the Company’s results of operations for the six months ended December 31, 2022 and 2021 were $ 1,194,653 and $ 204,798 , respectively.

The stock-based compensation expense recorded in the Company’s results of operations for the three months ended December 31, 2022

and 2021 were $ 0 and $ 102,399 , respectively.

in the Company’s results of operations for the nine months ended March 31, 2024 and 2023 were $ 1,194,653 and $ 307,197 , respectively.

The stock-based compensation expense recorded in the Company’s results of operations for the three months ended March 31, 2024 and

2023 were $ 0 and $ 102,399 , respectively.

The breakdown of stock-based compensation by categories

for the three and six months ended December 31, 2023 and 2022 are summarized below:

for the three and nine months ended March 31, 2024 and 2023 are summarized below:

Research and development

4 unchanged sentences

Total stock based compensation

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

The intrinsic value of the granted options was

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in the marketplace and the prospects of a liquidity event, among others.

For the six months ended December 31, 2023, no

additional stock options were granted.

For the nine months ended March 31, 2024, no additional

stock options were granted.

On May 27, 2022, all employees, the board of directors,

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should be cleared at the time the exercised shares are vested or repurchased.

As of December 31, 2023 and June 30, 2023, the unamortized

As of March 31, 2024 and June 30, 2023, the unamortized

balance of the above mentioned other liability amounted to $ 0 and $ 12,725 , respectively, based on the vesting period.

A summary of early-exercised stock option’s

vesting activity for the year ended June 30, 2023, and for the six months ended December 31, 2023 is as follows:

vesting activity for the year ended June 30, 2023, and for the nine months ended March 31, 2024 is as follows:

Balance of unvested early-exercised stock option at June 30, 2022

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( 10,937,500 )

Balance of unvested early-exercised stock option at December 31, 2023

Balance of unvested early-exercised stock option at March 31, 2024

Note 14 — Leases

4 unchanged sentences

In November 2022, the sublease’s expiration date was amended to July 31, 2023.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

On October 1, 2023 Estrella entered into an office

lease contract with Eureka, a related party (“Lease 2”) for nine months without any renewal option.

For the six months ended December 31, 2023 and

2022, the Company incurred $ 8,000 and $ 10,000 rent expense from Eureka, respectively.

For the three months ended December 31, 2023 and

2022, the Company incurred $ 6,000 rent expense from Eureka, respectively.

(Refer to Note 15)

The Company’s office lease was classified

6 unchanged sentences

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

for the three months ended December 31, 2023 and 2022 was $ 6,000 .

Rent expense for the six months ended December 31, 2023 and 2022 was

$ 8,000 and $ 10,000 , respectively.

Rent expense for the three months ended March

31, 2024 and 2023 was $ 6,000 .

Rent expense for the nine months ended March 31, 2024 and 2023 was $ 14,000 and $ 16,000 , respectively.

Note 15 — Subsequent Events

The Company evaluated subsequent

events and transactions that occurred after the balance sheet date through February 14, 2024, when the unaudited financial statements

Except as described below, there were no material subsequent events that required recognition or disclosure in the financial

Share Repurchase Authorization

On January 30, 2024, the Company

issued a press release announcing that its board of directors has authorized share repurchases of up to $ 1 million of its Common Stock.

The authorization does not constitute a formal or binding commitment to make any share repurchases and the timing, amount and method of

any share repurchases made pursuant to the authorization will be determined at a future date depending on market conditions and other

The press release was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 30, 2024,

which is incorporated herein by reference.

As of February 14, 2024, no share repurchases have been made under the authorization.

PIPE Share Issuance

9, 2024, the Company completed the issuance of 704,819 shares of Common Stock to each of the two PIPE Investors pursuant to the Subscription

The shares were issued as part of the consideration that each PIPE investor was entitled to receive thirty days following

the date of the closing of the Business Combination.

As a result of the issuance, the total number of issued and outstanding shares of

Common Stock increased from 35,201,232 to 36,610,870 as of February 9, 2024.

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date through May 14, 2024, when the unaudited financial statements were issued.

Except as described

below, there were no material subsequent events that required recognition or disclosure in the financial statements.

Clinical Trial Agreement

On April 9, 2024, the Company entered into an

Accelerated Clinical Trial Agreement with the Regents of the University of California for conducting Starlight-1, a multicenter clinical

trial sponsored by the Company.

Stock Repurchase

From April 1, 2024 to May 13, 2024, the Company

repurchased 159,687 shares of its Common Stock in open market transactions for $ 182,867.79 at a weighted average price per share of $ 1.15 .

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