What changed in this filing

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Item 1. Financial Statements

2025-08-12 compared with 2025-05-14 · 272 added, 181 removed, 913 unchanged (33% of the section changed)

FINANCIAL STATEMENTS.

ESTRELLA IMMUNOPHARMA,

ESTRELLA IMMUNOPHARMA, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

5 unchanged sentences

Prepaid expenses, related party , non-current

Liabilities and Stockholders’ Deficit

Liabilities and Stockholders’ (Deficit) Equity

Current liabilities:

2 unchanged sentences

Accrued liability - related party

Derivative liabilities

Franchise tax payable

5 unchanged sentences

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

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

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

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

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

Stockholders’ Deficit:

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

Stockholders’ (Deficit) Equity:

Common stock, $ 0.0001 par value;

250,000,000 shares authorized;

36,680,870 shares issued as of March 31, 2025 and December 31, 2024, respectively

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

Total Stockholders’ Deficit

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

Total Stockholders' (Deficit) Equity

( 6,094,668 )

Total Liabilities and Stockholders’ Deficit

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

Total Liabilities and Stockholders' (Deficit) Equity

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

ESTRELLA IMMUNOPHARMA, INC.

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For the Three Months ended

For the Six Months ended

Operating expenses

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( 5,544,028 )

( 3,949,447 )

( 7,648,326 )

( 4,418,977 )

Loss before income taxes

( 5,544,028 )

( 3,949,447 )

( 7,648,326 )

( 4,418,977 )

Income taxes provision

1 unchanged sentence

$ ( 3,951,072 )

$ ( 7,649,189 )

$ ( 4,420,602 )

Net loss applicable to common stock per share, basic and diluted

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ESTRELLA IMMUNOPHARMA, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ (DEFICIT) EQUITY

Stockholders'

December 31, 2023

(Deficit) Equity

Balance, December 31, 2023

$ ( 15,079,674 )

of common stock for PIPE investment

of treasury stock

March 31, 2024 (Unaudited)

Issuance of common stock for PIPE investment

Purchase of treasury stock

Balance, March 31, 2024 (Unaudited)

( 15,549,204 )

December 31, 2024

( 3,951,072 )

of treasury stock

Purchase of treasury stock

Balance, June 30, 2024 (Unaudited)

$ ( 354,440 )

$ ( 19,500,276 )

March 31, 2025 (Unaudited)

Balance, December 31, 2024

$ ( 568,917 )

$ ( 23,927,303 )

Stock-based compensation

Purchase of treasury stock

( 2,104,311 )

Balance, March 31, 2025 (Unaudited)

( 26,031,614 )

( 1,830,947 )

Stock-based compensation

Issuance of common stock for PIPE investment

( 5,544,878 )

Balance, June 30, 2025 (Unaudited)

$ ( 598,379 )

$ ( 31,576,492 )

$ ( 6,094,668 )

The accompanying notes are an integral part of

1 unchanged sentence

ESTRELLA IMMUNOPHARMA, INC.

UNAUDITED CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS

For the Three Months Ended

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

Cash Flows from Operating Activities:

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Prepaid expenses and other receivable

Prepaid expenses - related party

( 3,500,000 )

Accounts payable - related party

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Franchise tax payable

Income tax payables

Net cash used in operating activities

1 unchanged sentence

Cash Flows from Financing Activities:

Payments of transactions cost

Proceeds from issuance of common stock for PIPE investment

Purchase of treasury stock

Net cash used in financing activities

Net cash provided by (used in) financing activities

Net Change in Cash

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Cash paid for interest

Supplemental Disclosure of Non-cash Financing Activities

Recognition of derivative liabilities upon closing of the PIPE investment

The accompanying notes are an integral part of

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

As of March 31, 2025, the Company is continuing to enroll patients

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

As of June 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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fiscal year end changed from December 31 to June 30 effective as of the Closing Date.

On June 26, 2024, the Company

filed a Certificate of Ownership and Merger with the Delaware Secretary of State to effect a merger (the “Merger 1”) with

its wholly-owned subsidiary, Estrella BioPharma Inc, pursuant to Section 253 of the Delaware General Corporation Law.

The Merger 1 was

approved by resolutions duly adopted by the unanimous written consent of the Company’s board of directors.

The Merger 1 became

effective at 11:59 PM Eastern Time on June 30, 2024, at which time the separate existence of Estrella ceased, and the Company became

the surviving corporation.

On June 26, 2024, the Company filed a Certificate

of Ownership and Merger with the Delaware Secretary of State to effect a merger (the “Merger 1”) with its wholly-owned subsidiary,

Estrella BioPharma Inc, pursuant to Section 253 of the Delaware General Corporation Law.

The Merger 1 was approved by resolutions duly

adopted by the unanimous written consent of the Company’s board of directors.

The Merger 1 became effective at 11:59 PM Eastern

Time on June 30, 2024, at which time the separate existence of Estrella ceased, and the Company became the surviving corporation.

In November 2024, the Company established Estrella

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

of March 31, 2025, Estrella HK had not commenced any operations.

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

On November 25, 2024, the Board of Directors of

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the normal course of business.

As of March 31, 2025, the Company had cash of approximately $ 0.4 million, and accumulated deficit of approximately

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

$ 31.6 million.

For the three months ended March 31, 2025, loss from operations was approximately $ 2.1 million.

For the six months ended June 30, 2025, loss from operations was approximately $ 7.6 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 March 31, 2025, Estrella has paid approximately $ 3.5 million to Eureka for covering the fees associated with the milestones that have

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 unused portion of this deposit to be refunded once all expenses are fully settled.

the final invoice, with the unused portion of this deposit to be refunded once all expenses are fully settled.

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.

The Company’s future operations are highly

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Note 2 — Significant accounting

of Presentation

The accompanying

unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in

the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q

and Article 8 of Regulation S-X under the Securities Act.

Certain information or footnote disclosures normally included in financial statements

prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the U.S.

Securities and Exchange

Commission (“SEC”) for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary

for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying

unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary

for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying

unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements

and accompanying notes, included in the Company’s Transition Report Form 10-KT, filed with the SEC on March 25, 2025.

The condensed

consolidated Balance Sheet as 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 months ended March 31, 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.

Basis of Presentation

The accompanying unaudited condensed consolidated

financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X under the Securities

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been

condensed or omitted, pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”) for interim

financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial

position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed consolidated financial

statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial

position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated

financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes, included

in the Company’s Transition Report Form 10-KT, filed with the SEC on March 25, 2025.

The condensed consolidated Balance Sheet as

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.

Principles of Consolidation

The accompanying

unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

Any intercompany

transactions and balances have been eliminated in consolidation.

The accompanying unaudited condensed consolidated

financial statements include the accounts of the Company and its wholly owned subsidiary.

Any intercompany transactions and balances have

been eliminated in consolidation.

Emerging Growth Company Status

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in accounting standards used.

The Company became an emerging growth company upon the consummation

of its initial public offering on July 19, 2021.

Accordingly, the Company will remain an emerging growth company until the last day of

the fiscal year in which the fifth anniversary of its initial public offering occurs, December 31, 2026, unless other criteria are met sooner.

The Company became an emerging growth company

upon the consummation of its initial public offering on July 19, 2021.

Accordingly, the Company will remain an emerging growth company

until the last day of the fiscal year in which the fifth anniversary of its initial public offering occurs, December 31, 2026, unless

other criteria are met sooner.

Use of Estimates

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Accordingly, the actual results could differ significantly from those estimates.

items subject to such estimates and assumptions include stock-based compensation, and deferred income tax asset valuation and allowances.

items subject to such estimates and assumptions include stock-based compensation, derivative liability, and deferred income tax asset

valuation and allowances.

Cash and cash equivalent

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all potentially dilutive securities are anti–dilutive.

As of March 31, 2025 and December 31, 2024, the

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

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Financial instruments that potentially subject

the Company to concentration of credit risk consist of two cash accounts in a financial institution located in the United States.

Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks.

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

As of March 31, 2025 the Company had not experienced losses on these accounts.

As of March 31, 2025, and December 31, 2024, the Company

had deposited approximately $ 0.4 million and $ 0.9 million, respectively, with a financial institution in the United States.

the Company to concentration of credit risk consist of one cash account in a financial institution located in the United States.

has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks.

The Federal Deposit

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 these balances,

approximately $ 1.1 million and $ 0.6 million, respectively, were not covered by deposit insurance.

While management believes that these

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

While management believes that the financial

institution is of high credit quality, it also continually monitors their credit-worthiness.

The Securities Investor Protection Corporation

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

31, 2025 and December 31, 2024, the Company maintained approximately $ 700 and $ 30,000 , respectively, in its brokerage account, with the

entire balance covered by SIPC insurance.

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.

Risks and Uncertainties

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liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates

the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature.

measures the fair value of certain of its financial assets and liabilities on a recurring basis.

A fair value hierarchy is used to rank

the quality and reliability of the information used to determine fair values.

Financial assets and liabilities carried at fair value which

is not equivalent to cost will be classified and disclosed in one of the following three categories:

the carrying amounts represented in the accompanying unaudited condensed consolidated balance sheet, primarily due to their short-term

The Company measures the fair value of certain of its financial assets and liabilities on a recurring basis.

A fair value hierarchy

is used to rank the quality and reliability of the information used to determine fair values.

Financial assets and liabilities carried

at fair value which is not equivalent to cost will be classified and disclosed in one of the following three categories:

Level 1 — Quoted prices (unadjusted) in

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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

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

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

Derivative Liabilities

The Company does not use derivative instruments

to hedge exposures to cash flow, market, or foreign currency risks.

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 embedded within Securities

Purchase Agreement do not qualify as equity under ASC 815;

therefore, the True Up Shares are required to be bifurcated and classified

as a liability and measured at fair value with subsequent changes in fair value recorded in the consolidated statements of operations.

The Company recognizes deferred tax assets and

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

as of March 31, 2025 and December 31, 2024.

as of June 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.

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 three months ended March 31, 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 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.

Refer to Note 5 for the terms

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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.

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.

Leases that do not meet any of the above criteria

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

As of March 31, 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 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 .

On December 5, 2024, the Company entered into

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

(a) 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

(b) Imugene Costs:

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 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 costs associated with the Collaboration Agreement as research

and development expenses for the three months ended March 31, 2025 and 2024.

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

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

As of March 31, 2025 and December 31, 2024, Estrella

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.

March 31, 2025, two development milestones related to the IND submission of EB103 to the FDA (“Milestone 1”) and first patient

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.

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Eureka’s services commenced on June 28,

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

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 months ended March 31, 2025 and

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

For the three and six months ended June 30, 2025

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

After the closing of the business combination

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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 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.

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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Additional invoices will be issued in connection

with the patient dosing milestone, amounting to approximately $ 1.4 million per patient and a total cost $ 27.5 million for 20 patients,

with the patient dosing milestone, amounting to approximately $ 1.4 million per patient and a total cost of $ 27.5 million for 20 patients,

excluding any pass-through costs and additional expenses.

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

study close-out phase, estimated to be completed by the end of 2025.

study close-out phase, estimated to be completed by October 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 March 31, 2025, the Company has paid $ 3.5

As of June 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 March 31, 2025 and December 31, 2024, three

and two patients have been dosed respectively, and the Company accrued approximately $ 4.1 million and $ 2.8 million in accrued liabilities

– related party, respectively, for the corresponding dosing milestones.

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.

On May 13, 2024, the Company and Eureka entered

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mutually agreed upon from time to time.

As of March 31, 2025, and December 31, 2024, the

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

fees due to CoFame.

For the three months ended March 31, 2025 and 2024, the Company recorded a consulting expense of $ 55,000 and $ 0 related

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

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 March 31,

As of June 30, 2025

and December 31, 2024, Eureka collectively owned 68.2 % and 69.8 % of the Company on a fully diluted basis, respectively.

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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 March 31, 2025 and

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.

Refer to Note 9.

As of March 31, 2025 and December 31, 2024, the

outstanding balance of lease payments of $ 10,000 and $ 4,000 was recorded as accounts payable – related party on the Company’s

consolidated balance sheets, respectively.

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

balance sheets.

Note 6 — Preferred Stock

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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 March 31, 2025 and December 31, 2024,

there were 36,680,870 shares of Common Stock issued.

As of March 31, 2025 and December 31, 2024, there were 36,165,589 , and 36,193,891

shares of Common Stock outstanding.

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

there were 37,580,870 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.

PIPE investment shares

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

As of March 31, 2025, White Lion has purchased 70,000

As of June 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.

The True-Up feature was determined to require

bifurcation from the host equity contract and is accounted for separately as a derivative liability under ASC 815.

The derivative liability

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.

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.

In connection with the reverse recapitalization,

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in whole and not in part;

● at a price of $ 0.01 per

● 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.

● 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.

The Company accounted for the 2,214,993 public

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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 March 31,

As of June 30,

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

As of March 31, 2025 and December 31, 2024, the

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 three months ended March 31, 2025 and 2024, the Company

repurchased 28,302 and 74,890 shares of its common stock in open market transactions for $ 29,462 and $ 84,091 at a weighted average price

per share of $ 1.04 , and $ 1.12 , respectively.

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.

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 three months ended March 31, 2025, no additional stock options were granted.

the six months ended June 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 March 31, 2025 and 2024 were $ 159,095 and $0 , respectively.

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.

The breakdown of stock-based compensation by categories

for the three months ended March 31, 2025 and 2024 are summarized below:

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

Research and development

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Total stock-based compensation

Research and development

General and administrative

Total stock-based compensation

The fair value of the granted options under 2023

plan was $ 2,350,018 .

As of March 31, 2025 and December 31, 2024, there were $ 1,758,667 and $ 1,917,762 unvested compensation costs, which

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.

A summary of information related to stock option

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

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

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

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

Granted- 2023 Plan stock option

Vested 2023 Plan stock option

Balance of unvested stock option at December 31, 2024

Balance of unvested stock options at December 31, 2024

Vested 2023 Plan stock option

Balance of unvested stock option at March 31, 2025

Balance of unvested stock options at June 30, 2025

Note 9 — Leases

On October 1, 2023 Estrella entered into an office

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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 March

Rent expense for the three months ended June 30,

2025 and 2024 was $ 6,000 .

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

Note 10 — Segment Information

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

For the three months ended March 31,

For the three months ended June 30,

Operating expenses:

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Income tax expense

For the six months ended

Operating expenses:

Clinical trial related service fee

Consulting fee

Stock-based compensation

Salary expense

Professional fee

Insurance expense

Other general and administrative fee

Loss before income tax

Income tax expense

Note 11 — Subsequent Events

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

Milestones under Statement of Work #001

In April 2025, one additional patient was dosed

in the STARLIGHT-1 clinical trial and a second clinical site was activated.

The Company accrued a total of $ 1.875 million for these two

milestones under SOW#001.

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