What changed in this filing

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Item 5. Other Information

2024-05-15 compared with 2024-02-14 · 103 added, 85 removed, 101 unchanged (65% of the section changed)

OTHER INFORMATION

following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Description of Exhibit

The following exhibits are filed as part of, or

incorporated by reference into, this Quarterly Report on Form 10-Q.

Agreement and Plan of Merger, dated as of September 30, 2022, by and among TradeUP Acquisition Corp., Tradeup Merger Sub Inc.

29 unchanged sentences

(as successor to Eureka Therapeutics, Inc.) and Imugene Limited incorporated by reference to Exhibit 10.6 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No.

Amendment to Executive Offer Letter, by and between Estrella Immunopharma, Inc.

Cheng Liu incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed with the SEC on October 5, 2023

Amendment to Employment Agreement, by and between Estrella Immunopharma, Inc.

and Jiandong (Peter) Xu incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K filed with the SEC on October 5, 2023

Amendment to Employment Agreement, by and between Estrella Immunopharma, Inc.

and Qian (Vicky) Yang incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K filed with the SEC on October 5, 2023

Support Agreement, dated September 30, 2022, by and among TradeUP Acquisition Corp., Estrella Immunopharma, Inc., TradeUP Acquisition Sponsor LLC, Tradeup INC.

Amendment to Executive

Offer Letter, by and between Estrella Immunopharma, Inc.

Cheng Liu incorporated by reference to Exhibit 10.16 to the Current

Report on Form 8-K filed with the SEC on October 5, 2023

Amendment to Employment

Agreement, by and between Estrella Immunopharma, Inc.

and Jiandong (Peter) Xu incorporated by reference to Exhibit 10.17 to the Current

Report on Form 8-K filed with the SEC on October 5, 2023

Amendment to Employment

Agreement, by and between Estrella Immunopharma, Inc.

and Qian (Vicky) Yang incorporated by reference to Exhibit 10.18 to the Current

Report on Form 8-K filed with the SEC on October 5, 2023

Support Agreement, dated

September 30, 2022, by and among TradeUP Acquisition Corp., Estrella Immunopharma, Inc., TradeUP Acquisition Sponsor LLC, Tradeup

and the officers and directors of TradeUP Acquisition Corp.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 3, 2022, File No.

Estrella Immunopharma, Inc.

2023 Omnibus Incentive Plan incorporated by reference to Annex C to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No.

(incorporated by reference to Exhibit 10.1 to the Current Report

on Form 8-K filed with the SEC on October 3, 2022, File No.

Estrella Immunopharma,

2023 Omnibus Incentive Plan incorporated by reference to Annex C to the registration statement on Form S-4/A filed with the

SEC on July 7, 2023 (File No.

Estrella Biopharma, Inc.

Option Grant Notice, including 2022 Equity Incentive Plan incorporated by reference to Exhibit 10.12 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No.

Business Combination Marketing Agreement, dated July 14, 2021, among TradeUP Acquisition Corp., US Tiger Securities, Inc.

EF Hutton, division of Benchmark Investments, LLC, and R.

Option Grant Notice, including 2022 Equity Incentive Plan incorporated by reference to Exhibit 10.12 to the registration statement

on Form S-4/A filed with the SEC on July 7, 2023 (File No.

Business Combination Marketing

Agreement, dated July 14, 2021, among TradeUP Acquisition Corp., US Tiger Securities, Inc.

EF Hutton, division of Benchmark Investments,

Lafferty & Co., Inc.

(incorporated by reference to Exhibit 1.2 to the Current Report on Form 8-K filed with the

SEC on July 19, 2021, File No.

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 Current Report on Form 8-K filed with the SEC on July 19, 2021, File No.

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 Current Report on Form 8-K filed with the SEC on July 19, 2021, File No.

Amendment No.

1 to Services Agreement, effective October 1, 2022, by and between Eureka Therapeutics, Inc.

1 to Services

Agreement, effective October 1, 2022, by and between Eureka Therapeutics, Inc.

and Estrella Immunopharma, Inc.

incorporated by reference to Exhibit 10.15 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No.

incorporated by reference

to Exhibit 10.15 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No.

Amendment No.

1 to License Agreement, effective October 1, 2022, by and between Eureka Therapeutics, Inc.

Agreement, effective October 1, 2022, by and between Eureka Therapeutics, Inc.

and Estrella Immunopharma, Inc.

incorporated by reference to Exhibit 10.16 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No.

Description of Exhibit

incorporated by reference

to Exhibit 10.16 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No.

Promissory Note, dated January 19, 2023, issued by TradeUP Acquisition Corp.

47 unchanged sentences

(incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on October 5, 2023)

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 Current Report on Form 8-K filed with the SEC on October 5, 2023)

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 Current Report on Form 8-K filed with the SEC on October 5, 2023)

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 Current Report on Form 8-K filed with the SEC on October 5, 2023)

Transfer Agreement by and among Cheng Liu, Jiandong (Peter) Xu and Qian (Vicky) Yang, Yuandong Wang and Estrella Biopharma, Inc.

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 Current Report on Form 8-K filed with the SEC on October 5, 2023)

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 Current Report on Form 8-K filed with the SEC on October 5, 2023)

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 Current Report on Form 8-K filed with the SEC on October 5, 2023)

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 Current Report on Form 8-K filed with the SEC on October 5, 2023)

Transfer Agreement by and among Cheng Liu, Jiandong (Peter) Xu and Qian (Vicky) Yang, Yangbing Xiao and Estrella Biopharma, Inc.

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 Current Report on Form 8-K filed with the SEC on October 5, 2023)

Transfer Agreement by and among Cheng Liu, Jiandong (Peter) Xu and Qian (Vicky) Yang, Smart Crest International Limited and Estrella

Biopharma, Inc.

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 Current Report on Form 8-K filed with the SEC on October 5, 2023)

Promissory Note by and between Hongbin Zhang and Estrella Biopharma Inc.

(incorporated by reference to Exhibit 10.15 to the Current

Report on Form 8-K filed with the SEC on October 5, 2023)

agreement by and between Dr.

Unsecured Promissory Note by and between Hongbin Zhang and Estrella Biopharma Inc.

(incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K filed with the SEC on October 5, 2023)

Employment agreement by and between Dr.

Cheng Liu and Estrella Immunopharma, Inc.

(incorporated by reference to Exhibit 10.19 to the Current

Report on Form 8-K filed with the SEC on October 5, 2023)

Agreement by and between Peter Xu and Estrella Immunopharma, Inc.

(incorporated by reference to Exhibit 10.20 to the Current Report

on Form 8-K filed with the SEC on October 5, 2023)

Rights Agreement, dated as of April 20, 2023, by and between TradeUP Acquisition Corp.

(incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K filed with the SEC on October 5, 2023)

Employment Agreement by and between Peter Xu and Estrella Immunopharma, Inc.

(incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K filed with the SEC on October 5, 2023)

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.

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.

Placement Shares Purchase Agreement, dated July 14, 2021, among the Registrant, TradeUP Acquisition Sponsor LLC and Tradeup INC.

(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.

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.

Private Placement Shares Purchase Agreement, dated July 14, 2021, among the Registrant, TradeUP Acquisition Sponsor LLC and Tradeup INC.

(incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on July 19, 2021)

Securities Subscription Agreement, between the Registrant and the sponsor dated February 12, 2021 (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed with the SEC on July 9, 2021 File No.

Subscription Agreement, between the Registrant and Tradeup INC.

dated February 12, 2021(incorporated by reference to Exhibit 10.6

to the Registration Statement on Form S-1 filed with the SEC on July 9, 2021 File No.

of Share Purchase Agreement between the Registrant and the founders (incorporated by reference to Exhibit 10.7 to the Registration

Statement on Form S-1 filed with the SEC on June 11, 2021 File No.

Agreement, dated July 14, 2021, among the Registrant, TradeUP Acquisition Sponsor LLC, Tradeup INC.

and certain security holders

named therein (incorporated by reference to Exhibit 10.1 to the Current Report on 8-K filed with the SEC on July 19, 2021 File No.

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.

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.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Securities Subscription Agreement, between the Registrant and Tradeup INC.

dated February 12, 2021 (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed with the SEC on July 9, 2021 File No.

Form of Share Purchase Agreement between the Registrant and the founders (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed with the SEC on June 11, 2021 File No.

Letter Agreement, dated July 14, 2021, among the Registrant, TradeUP Acquisition Sponsor LLC, Tradeup INC.

and certain security holders named therein (incorporated by reference to Exhibit 10.1 to the Current Report on 8-K filed with the SEC on July 19, 2021 File No.

Statement of Work No.

001, dated and effective as of March 4, 2024, between Estrella Biopharma, Inc., Eureka Therapeutics, Inc.

and Estrella Immunopharma, Inc.

(incorporated by reference to exhibit 10.1 to the Current Report on 8-K filed with the SEC on March 7, 2024 File No.

1 to Statement of Work No.

001, dated May 13, 2024 and effective as of March 4, 2024, by and among Estrella Biopharma, Inc., Eureka

Therapeutics, Inc.

and Estrella Immunopharma, Inc.

(incorporated by reference to exhibit 10.1 to the Current Report on 8-K filed with

the SEC on May 13, 2024 File No.

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.

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.

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.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

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.

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Inline XBRL Taxonomy Extension Calculation Linkbase Document

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Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in

Exhibit 101).

of this exhibit (indicated by asterisks) have been omitted because the registrant has determined that the information is both not material

and is the type that the registrant treats as private or confidential.

schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The registrant agrees to furnish supplementally

a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis upon request

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.

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.

IMMUNOPHARMA, INC.

Executive Officer

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.

Executive Officer and Chairman

Executive Officer)

Financial Officer

Financial Officer and Principal Accounting Officer)

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101).

Annexes, schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The registrant agrees to furnish supplementally a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis upon request.

Portions of this exhibit (indicated by asterisks) have been omitted because the registrant has determined that the information is both not material and is the type that the registrant treats as private or confidential.

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.

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.

/s/ Cheng Liu

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.

/s/ Cheng Liu

Principal Executive Officer and Chairman

(Principal Executive Officer)

Principal Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

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 5. Other Information