Estrella Immunopharma, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Evaluation of Disclosure Controls and Procedures As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective. Management’s Annual Report on Internal Control over Financial Reporting Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 Framework). Based on this evaluation under the 2013 Framework, our principal executive officer and principal financial officer have concluded that our internal control over financial reporting was not effective as of December 31, 2025, due to the lack of qualified full-time personnel with appropriate levels of accounting knowledge and experience to address complex U.S. GAAP accounting issues 94 In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. GAAP. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Limitations on Effectiveness of Controls and Procedures In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Attestation Report of the Registered Public Accounting Firm This Annual Report does not include an attestation report of our independent registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth companies.” Changes in Internal Control over Financial Reporting The Company has implemented certain changes in its internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to remediate the material weaknesses identified in fiscal year 2023. The implementation of the material aspects of this plan took place during 2025 and 2024. Additional qualified personnel with appropriate levels of accounting knowledge and experience to address U.S. GAAP accounting issues have been added to prepare and review financial statements and related disclosures under U.S. GAAP. Non-routine transactions are analyzed by in-house staff and third-party consultants to ensure proper accounting treatment. Narratives and policies for business processes that relate to financial statements have been put in place to establish proper segregation of duties and internal controls. While the Company has remediated certain previously identified material weaknesses, our chief executive officer and chief financial officer concluded that as of December 31, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 95 PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this Item is incorporated herein by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year. Item 11. Executive Compensation. The information required by this Item is incorporated herein by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this Item is incorporated herein by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item is incorporated herein by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year. Item 14. Principal Accounting Fees and Services. The information required by this Item is incorporated herein by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year. 96 PART IV Item 15. Exhibits and Financial Statement Schedules. (a)(1) Financial Statements. The following documents are included on pages F-1 through F-28 attached hereto and are filed as part of this Annual Report on Form 10-K. Index to Financial Statements Report of Independent Registered Public Accounting Firm (Macias Gini and O’Connell LLP, PCAOB ID 324) F-2 Consolidated Financial Statements Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Changes in Stockholders’ (Deficit) Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 (a)(2) Financial Statement Schedules. All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto. (a)(3) Exhibits. The following is a list of exhibits filed, furnished, or incorporated by reference as part of this Annual Report on Form 10-K. 97 Exhibit Index Exhibit Number Description of Exhibit 2.1* Agreement and Plan of Merger, dated as of September 30, 2022, by and among TradeUP Acquisition Corp., Tradeup Merger Sub Inc. and Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 3, 2022, File No. 001-40608) 3.1 Amended and Restated Certificate of Incorporation of Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2023, File No. 001-40608) 3.2 Amended and Restated Bylaws of Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2023, File No. 001-40608) 4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 9 to the Registration Statement on Form S-1/A filed with the SEC on July 9, 2021, File No. 333-253322) 4.2 Specimen Common Stock Certificate. (incorporated by reference to Exhibit 4.2 to Amendment No. 9 to the Registration Statement on Form S-1/A filed with the SEC on July 9, 2021, File No. 333-253322) 4.3 Specimen Warrant Certificate (included as Exhibit A to Exhibit 4.4 below) 4.4 Warrant Agreement, dated July 14, 2021, between TradeUP Acquisition Corp. and VStock Transfer, LLC, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on July 19, 2021, File No. 001-40608) 4.5 Description of Registrant’s Securities 4.6 Form of Pre-Funded Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 6, 2026). 4.7 Form of PIPE Common Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 6, 2026). 10.1 Promissory Note, dated July 25, 2022, issued by TradeUP Acquisition Corp. to Running Lion Holdings Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 27, 2022, File No. 001-40608) 10.2 Promissory Note, dated July 25, 2022, issued by TradeUP Acquisition Corp. to Tradeup INC. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on July 27, 2022, File No. 001-40608) 10.3 Contribution Agreement, dated June 28, 2022, by and between Eureka Therapeutics, Inc. and Estrella Immunopharma, Inc. incorporated by reference to Exhibit 10.3 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No. 333-267918) 10.4† License Agreement, dated June 28, 2022, by and among Eureka Therapeutics, Inc., Eureka Therapeutics (Cayman) Ltd. and Estrella Immunopharma, Inc. incorporated by reference to Exhibit 10.4 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No. 333-267918) 10.5† Services Agreement, dated June 28, 2022, by and between Eureka Therapeutics, Inc. and Estrella Immunopharma, Inc. incorporated by reference to Exhibit 10.5 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No. 333-267918) 10.6 Amendment to Executive Offer Letter, by and between Estrella Immunopharma, Inc. and Dr. 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 10.7 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 10.8 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 10.9* Support Agreement, dated September 30, 2022, by and among TradeUP Acquisition Corp., Estrella Immunopharma, Inc., TradeUP Acquisition Sponsor LLC, Tradeup INC. 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. 001-40608) 98 Exhibit Number Description of Exhibit 10.10 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. 333-267918) 10.11 Estrella Immunopharma, 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. 333-267918) 10.12 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. F. 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. 001-40608) 10.13 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. 001-40608) 10.14 Amendment No. 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. 333-267918) 10.15 Amendment No. 1 to License 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. 333-267918) 10.16 Promissory Note, dated January 19, 2023, issued by TradeUP Acquisition Corp. to TradeUP Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 24, 2023, File No. 001-40608) 10.17 Extension Promissory Note, dated January 19, 2023, issued by TradeUP Acquisition Corp. to Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 24, 2023, File No. 001-40608) 10.18 Extension Promissory Note, dated February 19, 2023, issued by TradeUP Acquisition Corp. to Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 21, 2023, File No. 001-40608) 10.19 Extension Promissory Note, dated March 17, 2023, issued by TradeUP Acquisition Corp. to Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 17, 2023, File No. 001-40608) 10.20 Extension Promissory Note, dated April 12, 2023, issued by TradeUP Acquisition Corp. to Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 13, 2023, File No. 001-40608) 10.21 Common Stock Purchase Agreement, dated as of April 20, 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 24, 2023, File No. 001-40608) 10.22 Registration Rights Agreement, dated as of April 20, 2023, by and between TradeUP Acquisition Corp. and White Lion Capital LLC. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on April 24, 2023, File No. 001-40608) 10.23 Amendment to the Common Stock Purchase Agreement, dated as of April 26, 2023, by and between TradeUP Acquisition Corp. and White Lion Capital LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 26, 2023, File No. 001-40608) 10.24 Extension Promissory Note, dated May 19, 2023, issued by TradeUP Acquisition Corp. to Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 19, 2023, File No. 001-40608) 99 Exhibit Number Description of Exhibit 10.25 Promissory Note, dated June 6, 2023, issued by TradeUP Acquisition Corp. to Tradeup INC. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 6, 2023, File No. 001-40608) 10.26 Amendment No. 2 to Services Agreement, effective March 1, 2023, by and between Eureka Therapeutics, Inc. and Estrella Immunopharma, Inc. incorporated by reference to Exhibit 10.27 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No. 333-267918) 10.27 Amendment No. 2 to License Agreement, effective March 1, 2023, by and between Eureka Therapeutics, Inc. and Estrella Immunopharma, Inc. incorporated by reference to Exhibit 10.28 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No. 333-267918) 10.28 Extension Promissory Note, dated June 16, 2023, issued by TradeUP Acquisition Corp. to Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 20, 2023, File No. 001-40608) 10.29 Subscription Agreement dated September 14, 2023 by and among TradeUP Acquisition Corp. and Plentiful Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 20, 2023) 10.30 Subscription Agreement dated September 14, 2023 by and among TradeUP Acquisition Corp. and Lianhe World Limited (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on September 20, 2023) 10.31 Joinder to the Estrella Series A Purchase Agreement by and between Estrella Biopharma, Inc. and Lianhe World Limited (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on October 5, 2023) 10.32 Joinder to the Estrella Series A Purchase Agreement by and between Estrella Biopharma, Inc. and CoFame Investments, LLC (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on October 5, 2023) 10.33 Joinder to the Estrella Series A Purchase Agreement by and between Estrella Biopharma, Inc. and US Tiger Securities, Inc. (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on October 5, 2023) 10.34 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) 10.35 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) 10.36 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) 10.37 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) 10.38 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) 10.39 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) 10.40 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) 10.41 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) 10.42 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) 10.43 Registration Rights Agreement, dated as of April 20, 2023, by and between TradeUP Acquisition Corp. and White Lion Capital LLC. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on April 24, 2023, File No. 001-40608) 10.44 Amendment to the Common Stock Purchase Agreement, dated as of April 26, 2023, by and between TradeUP Acquisition Corp. and White Lion Capital LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 26, 2023, File No. 001-40608) 10.45 Private Placement Shares Purchase Agreement, dated July 14, 2021, among the TradeUP Acquisition Corp., 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) 100 Exhibit Number Description of Exhibit 10.46 Securities Subscription Agreement, between the TradeUP Acquisition Corp. and TradeUP Acquisition Sponsor LLC 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. 333-253322) 10.47 Securities Subscription Agreement, between the TradeUP Acquisition Corp. 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. 333-253322) 10.48 Form of Share Purchase Agreement between the TradeUP Acquisition Corp. 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. 333-253322) 10.49 Letter Agreement, dated July 14, 2021, among the TradeUP Acquisition Corp., 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. 001-40608) 10.50 Statement of Work No. 001, dated 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 March 7, 2024, File No. 001-40608) 10.51 Amendment 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. 001-40608) 10.52 Securities Purchase Agreement, dated January 5, 2026, by and between the Company and the Investor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 6, 2026). 10.53 Placement Agency Agreement, dated January 5, 2026, by and between the Company and Aegis Capital Corp. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 6, 2026). 10.54 Registration Rights Agreement, dated January 5, 2026, by and between the Company and the Investor (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 6, 2026). 16.1 Letter from Marcum LLP, dated February 1, 2024 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed with the SEC on February 2, 2024, File No. 001-40608) 23.1 Consent of Independent Registered Public Accounting Firm (Macias Gini & O’Connell LLP) 31.1** Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2** Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on September 27, 2024, File No. 001-40608) 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * 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. Item 16. Form 10-K Summary None. 101 Index to Financial Statements Report of Independent Registered Public Accounting Firm (Macias Gini and O’Connell LLP, PCAOB ID 324 ) F-2 Consolidated financial statements Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the year ended December 31, 2025 and for the six months ended December 31, 2024 (Short year) F-4 Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the year ended December 31, 2025 and for the six months ended December 31, 2024 (Short year) F-5 Consolidated Statements of Cash Flows for the year ended December 31, 2025 and for the six months ended December 31, 2024 (Short year) F-6 Notes to Consolidated Financial Statements F-7 F- 1 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Estrella Immunopharma, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Estrella Immunopharma, Inc. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ (deficit) equity and cash flows for the year ended December 31, 2025 and for the six months ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and the six months ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern Uncertainty The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has negative cash flows from operating activities. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Emphasis of Matter – Related Parties As discussed in Note 5 to the consolidated financial statements, the entity had significant transactions with, and significant supplier concentration in, two related parties during the year ended December 31, 2025 and the six months ended December 31, 2024. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 2024. /s/ Macias Gini & O’Connell LLP Irvine, California March 17, 2026 F- 2 ESTRELLA IMMUNOPHARMA, INC. CONSOLIDATED BALANCE SHEETS As of December 31, 2025 As of December 31, 2024 Current Assets Current assets: Cash and cash equivalents $ 1,384,302 $ 916,916 Prepaid expenses and other receivable 292,673 723,861 Total current assets 1,676,975 1,640,777 Other Assets Prepaid expenses, related party, non-current 1,500,000 1,500,000 Total Assets $ 3,176,975 $ 3,140,777 Liabilities and Stockholders’ (Deficit) Equity Current liabilities: Accounts payable - related party $ 554,781 $ 4,435 Other payables and accrued liabilities 238,414 201,760 Accrued liability - related party 12,393,333 2,786,667 Derivative liabilities 356,505 - Franchise tax payable - 4,134 Income tax payable - 50 Total current liabilities 13,543,033 2,997,046 Total Liabilities 13,543,033 2,997,046 Commitments and Contingencies (Note 4) Preferred Stock Preferred Stock, $ 0.0001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2025 and 2024 - - Stockholders’ (Deficit) Equity: Common stock, $ 0.0001 par value; 250,000,000 shares authorized; 38,486,219 and 36,680,870 shares issued as of December 31, 2025 and 2024, respectively 3,849 3,668 Additional paid-in capital 27,219,287 24,636,283 Accumulated deficit ( 36,990,815 ) ( 23,927,303 ) Treasury stock, at cost 515,281 and 486,979 shares as of December 31, 2025 and 2024, respectively ( 598,379 ) ( 568,917 ) Total Stockholders’ (Deficit) Equity ( 10,366,058 ) 143,731 Total Liabilities and Stockholders’ (Deficit) Equity $ 3,176,975 $ 3,140,777 The accompanying notes are an integral part of these consolidated financial statements. F- 3 ESTRELLA IMMUNOPHARMA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the Year Ended December 31, 2025 For the Six Months Ended December 31, 2024 (Short Year) Operating expenses Research and development (including $ 10,125,000 for the year ended December 31, 2025 and $ 2,801,435 for the six months ended December 31, 2024, from a related party) $ 10,248,545 $ 2,858,566 General and administrative (including $ 265,448 for the year ended December 31, 2025 and $ 103,667 for the six months ended December 31, 2024, from related parties) 2,814,129 1,568,398 Total operating expenses 13,062,674 4,426,964 Loss from Operations ( 13,062,674 ) ( 4,426,964 ) Loss before income taxes ( 13,062,674 ) ( 4,426,964 ) Income tax provision ( 838 ) ( 63 ) Net loss $ ( 13,063,512 ) $ ( 4,427,027 ) Net loss applicable to common stock per share, basic and diluted $ ( 0.35 ) $ ( 0.12 ) Weighted average common stock outstanding, basic and diluted 36,820,810 36,515,688 The accompanying notes are an integral part of these consolidated financial statements. F- 4 ESTRELLA IMMUNOPHARMA, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY Additional Total Common Stock Treasury Paid-in Accumulated Stockholders’ Shares Amount Stock Capital Deficit Deficit Balance, June 30, 2024 36,610,870 $ 3,661 $ ( 354,440 ) $ 24,124,543 $ ( 19,500,276 ) $ 4,273,488 Issuance of common stock through common stock purchase agreement 70,000 7 - 79,484 - 79,491 Stock-based compensation - - - 432,256 - 432,256 Purchase of treasury stock - - ( 214,477 ) - - ( 214,477 ) Net loss - - - - ( 4,427,027 ) ( 4,427,027 ) Balance, December 31, 2024 36,680,870 3,668 ( 568,917 ) 24,636,283 ( 23,927,303 ) 143,731 Purchase of treasury stock - - ( 29,462 ) - - ( 29,462 ) Stock-based compensation - - - 618,974 - 618,974 Issuance of common stock for PIPE investment 1,600,000 160 - 1,964,051 - 1,964,211 Issuance of additional common stock for settlement of subscription agreement 205,349 21 - ( 21 ) - - Net loss - - - - ( 13,063,512 ) ( 13,063,512 ) Balance, December 31, 2025 38,486,219 $ 3,849 $ ( 598,379 ) $ 27,219,287 $ ( 36,990,815 ) $ ( 10,366,058 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 ESTRELLA IMMUNOPHARMA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2025 For the Six Months Ended December 31, 2024 (Short Year) Cash Flows from Operating Activities: Net loss $ ( 13,063,512 ) $ ( 4,427,027 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 618,974 432,256 Change in fair value of derivative liabilities 38,189 - Changes in operating assets and liabilities: Prepaid expenses and other receivable 431,188 ( 435,100 ) Prepaid expenses - related party - ( 1,500,000 ) Accounts payable - related party 550,346 4,435 Other payables and accrued liabilities 36,654 69,937 Accrued liability - related party 9,606,666 2,782,667 Franchise tax payable ( 4,134 ) - Income tax payables ( 50 ) ( 40,694 ) Net cash used in operating activities ( 1,785,679 ) ( 3,113,526 ) Cash Flows from Financing Activities: Payments of transactions cost ( 117,473 ) - Proceeds from issuance of common stock through stock purchase agreement - 79,491 Proceeds from issuance of common stock for PIPE investment 2,400,000 - Purchase of treasury stock ( 29,462 ) ( 214,477 ) Net cash provided by (used in) financing activities 2,253,065 ( 134,986 ) Net Change in Cash 467,386 ( 3,248,512 ) Cash at beginning of the year 916,916 4,165,428 Cash at end of the year $ 1,384,302 $ 916,916 Supplemental Cash Flow Information Cash paid for income tax $ 913 $ 42,366 Cash paid for interest $ - $ - Supplemental Disclosure of Non-cash Financing Activities Recognition of derivative liabilities upon closing of the PIPE investment $ 318,316 $ - The accompanying notes are an integral part of these consolidated financial statements. F- 6 Note 1 — Organization and Business Operation Description of business Estrella Immunopharma, Inc. (“Estrella”), a Delaware corporation, is a clinical-stage biopharmaceutical company developing T-cell therapies with the capacity to potentially cure patients with blood cancers and solid tumors. Estrella was incorporated in the State of Delaware on March 30, 2022 by Eureka Therapeutics, Inc. (“Eureka”), which was incorporated in California in February 2006 and reincorporated in Delaware in March 2018 and is the predecessor of Estrella. On June 28, 2022, pursuant to a Contribution Agreement between Estrella and Eureka (the “Contribution Agreement”), Eureka contributed certain assets (the “Assets”) related to T-cell therapies targeting CD19 and CD22, proteins expressed on the surface of almost all B-cell leukemias and lymphomas, in exchange for 105,000,000 shares of Estrella’s Series AA Preferred Stock (the “Separation”). As part of the Separation, Estrella entered into a License Agreement (the “License Agreement”) with Eureka and Eureka Therapeutics (Cayman) Ltd. (“Eureka Cayman”), an affiliate of Eureka, and a Services Agreement (the “Services Agreement”) with Eureka, and Eureka contributed and assigned the Collaboration Agreement between Eureka and Imugene Limited (“Imugene”) (the “Collaboration Agreement”) to Estrella. The License Agreement grants the Company an exclusive license to develop CD19 and CD22 targeted T-cell therapies using Eureka’s ARTEMIS ® platform. Under the Services Agreement, Eureka has agreed to perform certain services for the Company in connection with the development of the Company’s product candidates, EB103 and EB104. EB103, which is a T-cell therapy also called “CD19-Redirected ARTEMIS ® T-Cell Therapy,” utilizes Eureka’s ARTEMIS ® technology to target CD19. The Company is also developing EB104, a T-cell therapy also called “CD19/22 Dual-Targeting ARTEMIS ® T-Cell Therapy.” Like EB103, EB104 utilizes Eureka’s ARTEMIS ® technology to target not only CD19, but also CD22. The Collaboration Agreement establishes the partnership between the Company and Imugene related to development of solid tumor treatments using Imugene’s product candidate (“CF33-CD19t”) in conjunction with EB103. 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”. On March 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 5). On May 13, 2024, the Company and Eureka entered into Amendment No. 1 to the Statement of Work, effective as of March 4, 2024 (see Note 5). As of December 31, 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 ”), Estrella and TradeUP Acquisition Corp. (“UPTD”) consummated the business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of September 30, 2022 (the “Merger Agreement”), by and among UPTD, Tradeup Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of UPTD (“Merger Sub”), and the Company. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Estrella, with Estrella surviving as a wholly-owned subsidiary of UPTD. Upon closing of the Business Combination (the “Closing”), UPTD changed its corporate name to Estrella Immunopharma, Inc. (“New Estrella” or the “Company”). Estrella’s fiscal year end was June 30, and the Company’s fiscal year end changed from December 31 to June 30 effective as of the Closing Date. F- 7 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 BioPharma Inc ceased, and the Company became the surviving corporation. In November 2024, the Company established Estrella Immunopharma (Hong Kong) Co. Ltd (“Estrella HK”) as a wholly-owned subsidiary in Hong Kong. This subsidiary was created to facilitate strategic collaborations and provide a local presence to support the Company’s operations and initiatives in Asia. As of December 31, 2025, Estrella HK had not commenced any operations. Going Concern In assessing the Company’s liquidity and the significant doubt about its ability to continue as a going concern, the Company monitors and analyzes cash on hand and operating expenditure commitments. The Company’s liquidity needs are to meet working capital requirements and operating expense obligations. The Company’s management has considered whether there is substantial doubt about its ability to continue as a going concern based on: (1) recurring loss from operations of approximately $ 13.1 million for the year ended December 31, 2025; (2) accumulated deficit of approximately $ 37.0 million as of December 31, 2025; and (3) net operating cash outflow of approximately $ 1.8 million for the year ended December 31, 2025. 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, which may never occur. 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, which may not be successful, available on acceptable terms, or available at all. The Company’s future operations are highly dependent on a combination of factors, including but not necessarily limited to (1) the success of our research and development programs; (2) the timely and successful completion of any additional financing; (3) the development of competitive therapies by other biotechnology and pharmaceutical companies; (4) our ability to manage growth of the organization; (5) our ability to protect our technology and products; and, ultimately (6) regulatory approval and successful commercialization and market acceptance of our product candidates. From May 2025 to September 2025, the Company entered into securities purchase agreements with certain investors. As of December 31, 2025, the Company had issued 1,600,000 shares of its common stock to these investors and received gross proceeds of approximately $ 2.4 million. Additionally, as disclosed in Note 13, the Company consummated a Registered Direct Offering and a concurrent Private Placement on January 6, 2026, resulting in gross proceeds of approximately $ 8.0 million. Despite these financing activities, the Company’s management is of the opinion that it will not have sufficient funds to meet the Company’s working capital requirements and debt obligations as they become due starting from one year from the date of this report due to the recurring loss. As a result, management has determined that there is a significant doubt about its ability to continue as a going concern. If the Company is unable to obtain adequate financing or generate significant revenue, it may be required to curtail or cease its operations. F- 8 Note 2 — Significant accounting policies Change in Fiscal Year End On November 25, 2024, the Board of Directors of the Company (the “Board”) approved a change in the fiscal year end of the Company from June 30th to December 31st. As a result of this change, the Company filed the Transition Report on Form 10-KT for the six-month transition period ended December 31, 2024. The change in fiscal year end is applied on a prospective basis and does not adjust operating results for prior periods. Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart The Company’s Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparisons of the Company’s consolidated financial statements with another public company difficult because of the potential differences 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. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Significant items subject to such estimates and assumptions include stock-based compensation, derivative liability, and deferred income tax asset valuation and allowances. F- 9 Cash and cash equivalents The Company maintains its operating accounts in a single financial institution. The balance is insured by the United States Federal Deposit Insurance Corporation (“FDIC”) but only up to specified limits. The Company’s cash is maintained in a checking account. Cash equivalents consist of funds held at the third-party broker’s account for stock repurchase purpose, and the funds are unrestricted and immediately available for withdrawal and use. The balance held at the third-party broker’s account is insured by the United States Securities Investor Protection Corporation (“SIPC”) but only up to specified limits. Prepaid expenses and other receivable Prepaid expenses and other receivable primarily include prepayments for third party services, such as professional fees, insurance premium, and others. Basic and Diluted Loss per Common Stock Basic net loss per Common Stock is calculated by dividing the net loss by the weighted average number of Common Stock outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of Common Stock and dilutive share equivalents outstanding for the period, determined using the treasury stock and if-converted methods. Since the Company has had net losses for all periods presented, all potentially dilutive securities are anti- dilutive. As of December 31, 2025 and 2024, the Company had the following potential Common Stock outstanding which were not included in the calculation of diluted net loss per Common Stock because inclusion thereof would be anti-dilutive: As of December 31, 2025 As of December 31, 2024 Public warrant 2,214,993 2,214,993 Stock options granted 3,600,000 3,600,000 Total 5,814,993 5,814,993 Stock-Based Compensation The Company recognizes compensation costs resulting from the issuance of stock-based awards to employees, non-employees and directors as an expense in the consolidated statements of operations over the requisite service period based on a measurement of fair value for each stock-based award. The fair value of each option granted is estimated as of the date of grant using the Black-Scholes-Merton option-pricing model, net of actual forfeitures. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of the Common Stock of the Company, expected life of stock options, the expected volatility and the expected risk-free interest rate, among others. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company. As a result, if other assumptions had been used, stock-based compensation expense, as determined in accordance with authoritative guidance, could have been materially impacted. Furthermore, if the Company uses different assumptions on future grants, stock-based compensation expense could be materially affected in future periods. F- 10 Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. The Company determined that upon further review of the warrant agreements, the Company concluded that its warrants qualify for equity accounting treatment. Upon completion of the business combination, all 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 Financial instruments that potentially subject the Company to concentration of credit risk consist of one cash account in a financial institution located in the United States. The Company 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. As of December 31, 2025 the Company had not experienced losses on these accounts. As of December 31, 2025, and 2024, the Company had deposited approximately $ 1.4 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 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. As of December 31, 2025 and 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 Management continues to evaluate the impact of inflation rates, the continuing military actions in Ukraine, Israel’s war against Hamas and the armed conflict between the U.S./Israel and Iran on the industry and has concluded that these factors could have a negative effect on the Company’s financial position and/or results of its operations. The specific impact of these factors is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. The Company’s future success depends on the Company and Eureka’s ability to retain key employees, directors, and advisors and to attract, retain and motivate qualified personnel. The Company relies on Eureka to provide certain technical assistance to facilitate the Company’s exploitation of the intellectual property licensed by Eureka, and Eureka will be solely responsible for the manufacture and supply of clinical quantities of the licensed products and final filled and finished (including packaged) drug product form of the licensed products. Pursuant to the Services Agreement, Eureka currently performs or supports the Company’s important research and development activities. The Statement of Work (see Note 5) 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 Eureka. 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. If the Company is required to operate these research and development functions separately in the future, or is unable to obtain them from other providers, the Company may not be able to operate the Company’s business effectively, which could result in a material adverse effect. F- 11 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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 active markets for identical assets and liabilities. Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported 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 December 31, 2025: Carrying Value at December 31, Fair Value Measurement at December 31, 2025 2025 Level 1 Level 2 Level 3 Derivative liabilities (True-Up Shares) $ 356,505 $ — $ — $ 356,505 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 year ended December 31, 2025: Derivative Liabilities Initial fair value of derivative liabilities attributable to True-Up shares feature embedded in the Private Placement $ 318,316 Change in fair value of derivative liabilities 38,189 Ending balance as of December 31, 2025 $ 356,505 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 Agreements entered during May 2025 to September 2025 (refer to Note 7), to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC 815, Derivatives and Hedging (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The True-Up Shares embedded within Securities 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. F- 12 Income Taxes The Company recognizes deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards and establishes a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. Accounting for uncertainty in income taxes is recognized based on a recognition threshold and measurement process for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits and no amounts accrued for interest and penalties associated with unrecognized tax benefits as of December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law in the U.S. The OBBBA includes changes to U.S. federal tax law, including extending and modifying certain key Tax Cuts and Jobs Act of 2017 provision, and provisions allowing accelerated tax deductions for qualified property and research expenditures. The Company has completed its assessment and determined that the provisions did not have a material impact on its consolidated financial statements. Refer to Note 9 for further information. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Research and Development Expenses The Company charges research and development costs to operations as incurred. The Company accrues costs incurred by external service providers, including contract research organizations and clinical investigators, based on its estimates of service performed and costs incurred. These estimates include the level of services performed by third parties, patient enrollment in clinical trials when applicable, administrative costs incurred by third parties, and other indicators of the services completed. Based on the timing of amounts invoiced by service providers, the Company may also record payments made to those providers as prepaid expenses that will be recognized as expense in future periods as the related services are rendered. Research and development expenses for the years ended December 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. Refer to Note 5 for the terms of the License Agreement, the Service Agreement, and the Statement of Work. Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Lease Effective July 1, 2022, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that do not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. If any of the following criteria are met, the 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; F- 13 ● 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; or ● 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 are accounted for as operating leases. The Company combines lease and non-lease components in its contracts under Topic 842, when permissible. Operating lease right-of-use (“ROU”) asset and lease liability are recognized based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. The Company reviews the impairment of its ROU asset consistent with the approach applied for its other long-lived assets when such assets are recognized. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. When operating ROU assets and lease liabilities are recognized, the Company includes the carrying amount of operating lease liability in any tested asset group and the associated operating lease payments in the undiscounted future pre-tax cash flows. In the event of lease modification, the Company follows ASC 842-10-25 through 25-12, “lessee accounting for a modification that is not accounted for as a separate contract,” to remeasure and reallocate the remaining consideration in the lease agreement and reassess the classification of the lease at the effective date of the modification. If, as a result of a lease modification or renewal, the remaining lease term is twelve months or less, the Company elects the short-term lease practical expedient and derecognizes any related operating lease ROU assets and lease liabilities. Following such derecognition, lease payments are recognized in profit or loss on a straight-line basis over the remaining lease term. Segment reporting The chief executive officer is identified as the Company’s chief operating decision-maker (“CODM”). The CODM reviews financial information presented on a consolidated basis, including net income (loss), for purposes of allocating resources and evaluating financial performance. The Company has not generated revenue to date, and the CODM does not receive or review discrete financial information by business line, product, service or geographic area. Based on the management approach and the qualitative and quantitative criteria established by Accounting Standards Codification (“ASC”) 280, “Segment Reporting”, the Company considers itself to be operating within one operating and reportable segment. Recent Accounting Pronouncements The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. F- 14 In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows — Overall, 250-10 Accounting Changes and Error Corrections — Overall, 260-10 Earnings Per Share — Overall, 270-10 Interim Reporting — Overall, 440-10 Commitments — Overall, 470-10 Debt — Overall, 505-10 Equity — Overall, 815-10 Derivatives and Hedging — Overall, 860-30 Transfers and Servicing — Secured Borrowing and Collateral, 932-235 Extractive Activities — Oil and Gas — Notes to Financial Statements, 946-20 Financial Services — Investment Companies — Investment Company Activities, and 974-10 Real Estate — Real Estate Investment Trusts — Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, 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. On November 4, 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard on its financial position and results of operations. The Company does not believe recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. Note 3 — Other payables and accrued liabilities As of December 31, 2025 As of December 31, 2024 Accrued professional fees (i) $ 162,162 $ 177,029 Salary and payroll taxes payable 57,501 14,100 Others 18,751 10,631 Total other payables and accrued liabilities $ 238,414 $ 201,760 (i) The 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. F- 15 Note 4 — Commitments and contingencies Manufacturing Commitment On June 28, 2022, Eureka and the Company entered into the License Agreement under which Eureka granted to the Company a license under certain intellectual property controlled by Eureka for exploitation by the Company in the Company’s territory under the License Agreement (the “Licensed Territory”). Estrella’s supply of clinical quantities of the licensed products and final filled and finished (including packaged) drug product form of the licensed products for development and commercialization purposes, both in the Licensed Territory and elsewhere, are to be manufactured either by Eureka, its affiliate or a third party contract manufacturer. Refer to Note 5. Registration Rights In connection with the Securities Purchase Agreements entered into with the Selling Stockholders on or about May 30, 2025 and June 1, 2025, the Company agreed to file a registration statement to register the resale of the Shares of Common Stock purchased by the Selling Stockholders (refer to Note 7). The Company also agreed to register the resale of any additional shares of Common Stock, or “True-Up Securities,” that may be issuable pursuant to the true-up mechanism in such agreements. The Company agreed to cause such registration statement to be declared effective, which occurred on January 23, 2026. Contingencies From time to time, the Company is or may be party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the Company’s consolidated financial statements. In some instances, the Company may be required to indemnify its licensors for the costs associated with any such adversarial proceedings or litigation. Third parties may assert infringement claims against the Company, its licensors or its strategic collaborators based on existing patents or patents that may be granted in the future, regardless of their merit. There is a risk that third parties may choose to engage in litigation or other adversarial proceedings with the Company, its licensors or its strategic collaborators to enforce or otherwise assert their patent rights. F- 16 Note 5 — Related Party Transactions License Agreement On June 28, 2022, in connection with the Contribution Agreement, Eureka, Eureka Cayman and Estrella entered a License Agreement under which Eureka and Eureka Cayman granted to Estrella a license under certain intellectual property controlled by Eureka for exploitation by Estrella in the Licensed Territory, which primarily includes the United States and the rest of the world, excluding China and the Association of Southeast Asian Nations (ASEAN) countries. Pursuant to the License Agreement, during the term, (1) Eureka will manufacture and supply, either itself or through an affiliate or a third party contract manufacturer, all of Estrella’s and its related parties’ clinical quantities requirements of the Licensed Products and final filled and finished (including packaged) drug product form of the Licensed Products (“Drug Product”) for Estrella’s and its related parties’ development activities with respect to the Licensed Products conducted in accordance with this agreement, and (2) Eureka will manufacture and supply, either itself or through an affiliate or a third party contract manufacturer, all of Estrella’s and its related parties’ commercial quantities requirements of Drug Product for Estrella’s and its related parties’ development activities with respect to the Licensed Products conducted in accordance with this agreement. Furthermore, Eureka and Estrella will form a Joint Steering Committee (JSC) to oversee the development and commercialization of the Licensed Products by Estrella and its related parties. Eureka and Estrella will initially appoint one representative to the JSC, with each representative having knowledge and expertise in the development and commercialization of products similar to the Licensed Products and having sufficient seniority within the applicable party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibility. The License Agreement requires Estrella to make certain payments, including (a) an “upfront” payment of $ 1.0 million, payable in 12 equal monthly installments, (b) “milestone” payments upon the occurrence of certain events related to development and sales, with potential aggregate multi-million dollar payments upon FDA approval, and (c) royalty payments of a single digit percentage on net sales. As of December 31, 2025 and 2024, Estrella had no remaining balance of accounts payable - related party, related to the upfront payment under the License Agreement. As of December 31, 2025, two development milestones related to the IND submission of EB103 to the FDA (“Milestone 1”) and first patient dosed in the first clinical trial of a licensed product (“Milestone 2”) was earned by Eureka under the Agreement. Milestone payment related to Milestone 1 was paid on October 10, 2023. Milestone payment of $ 50,000 related to Milestone 2 was paid on September 3, 2024, and was recorded as research and development expense in the Company’s consolidated statements of operations. Services Agreement On June 28, 2022, Estrella entered a Services Agreement with Eureka, as subsequently amended by Amendment No. 1, effective as of October 1, 2022, and Amendment No. 2, effective as of March 1, 2023. Pursuant to the Services Agreement, Eureka will perform certain services for Estrella related to the transfer of certain technology and the provision of certain technical assistance to facilitate Estrella’s exploitation of the intellectual property licensed by Eureka to Estrella under the License Agreement, and Eureka will perform such services for Estrella (the “Services”). Under the Services Agreement, Estrella shall pay Eureka (1) $ 10.0 million in connection with the Services payable in 12 equal monthly installments with the first payment to be made no later than five days after the Effective date and (2) reimburse Eureka on a monthly basis for reasonable pass-through costs incurred or paid to providers by Eureka in providing the Services. In addition, Estrella will be charged for other services performed by Eureka outside the scope of the Services per the Service Agreement, at a flat rate, by time or materials or as mutually agreed upon the parties in writing. Services provided by Eureka under the Services Agreement commenced in June 2022 and the IND allowance milestone was achieved in March 2023. Following the consummation of the Business Combination on September 29, 2023, the Company remitted a payment of approximately $ 9.3 million to Eureka on October 10, 2023. As of December 31, 2025 and 2024, the Company has settled all amounts owed under the Services Agreement, and there are no outstanding accounts payable or additional related-party liabilities associated with this agreement. F- 17 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’s product candidate, EB103, a T-cell therapy targeting CD19 using ARTEMIS ® T cell technology licensed by Estrella 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 No. 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 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 non-refundable net fees in connection with the achievement of certain milestones set forth in the SOW, with total fees of $ 33.0 million for achievement of all milestones, excluding additional pass-through costs and expenses incurred by Eureka and payable by Estrella as further described below. Such amount assumes 20 patients to be dosed and one clinical site is activated. An additional $ 0.5 million will become payable to Eureka if a second site is activated following mutual agreement of Estrella and Eureka. In addition to the milestone payments, Eureka will invoice Estrella quarterly for additional pass-through costs and expenses incurred in connection with its services under the SOW. Pass-through cost details are summarized in the invoice, and supporting documents are provided upon Estrella’s request. Estrella 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 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 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. 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 December 31, 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. The deposit of $ 1.5 million was recorded as prepaid expenses, related party, non-current on the consolidated balance sheets. As of December 31, 2025 and 2024, nine and two patients had been dosed, respectively. The second clinical trial site was activated as of December 31, 2025. As of December 31, 2025, the Company accrued approximately $ 12.4 million under accrued liability – related party, and recorded $ 0.5 million as accounts payable – related party, which included amounts related to dosing milestone payments and second site activation costs. As of December 31, 2024, approximately $ 2.8 million was accrued under accrued liability - related party and $ 0 was recorded as accounts payable - related party. All such amounts were recorded as research and development expenses in the consolidated statements of operations. On May 13, 2024, the Company 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. F- 18 Consulting Agreement On November 1, 2024, the Company entered into a consulting agreement (the “Consulting Agreement”) with CoFame Investment Holding LLC (“CoFame”), a related party, as CoFame’s manager, Hong Zhang, is a director of the Company. Pursuant to the Consulting Agreement, CoFame provides advisory and consulting services to the Company regarding activities in Asia, including investor relations and potential business collaborations, as mutually agreed upon from time to time. As of December 31, 2025, the Company has accrued $ 18,333 under accrued liability - related party, and recorded $ 36,666 as accounts payable – related party, representing unpaid consulting fees due to CoFame. As of December 31, 2024, $ 36,667 was accrued under accrued liability - related party, and $ 0 was recorded as accounts payable - related party. For the year ended December 31, 2025 and for the six-month transition period ended December 31, 2024, the Company recorded a consulting expense of $ 219,995 and $ 91,667 related to CoFame, respectively. The following table summarizes research and development expenses and general and administrative expenses incurred by the Company in connection with related party transactions for the year ended December 31, 2025 and for the six-month transition period ended December 31, 2024, as discussed above. Name of related party Relationship Nature For the Year Ended December 31, 2025 For the Six Months Ended December 31, 2024 (Short Year) Eureka Shareholders of the Company Research and development expenses $ 10,125,000 $ 2,801,435 Eureka Shareholders of the Company General and administrative expenses 45,453 12,000 CoFame Hong Zhang, director of the Company, is the manager of CoFame General and administrative expenses 219,995 91,667 Total $ 10,390,448 $ 2,905,102 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 rights, title and interest in and to the Assets in exchange for 105,000,000 shares of Estrella’s Series AA Preferred Stock. The issued shares of Series AA preferred stock were converted to common stock immediately prior to the closing of the business combination on September 29, 2023 (see Note 6). As of December 31, 2025 and 2024, Eureka collectively owned 66.6 % and 69.8 % of the Company on a fully diluted basis, respectively. Lease On October 1, 2023, Estrella entered into an office sublease agreement with Eureka, to lease 180 square feet of office space with $ 2,000 monthly lease payments for nine months until June 30, 2024, without any renewal option (“Lease 1”). On July 1, 2024, the Company entered into a new office sublease agreement with Eureka. Pursuant to the Sublease Agreement, the sublease commenced on July 1, 2024 and expired on December 31, 2024 with $ 2,000 sublease fee per month (“Lease 2”). On January 1, 2025, the Company entered into another sublease agreement with Eureka for the same location. Under the new sublease agreement, the sublease commenced on January 1, 2025, and expired on June 30, 2025 , with a monthly sublease fee of $ 2,000 , without any renewal option (“Lease 3”). On July 1, 2025, the Company entered into a new office sublease agreement with Eureka. Pursuant to the Sublease Agreement, the sublease commenced on July 1, 2025 and expires on December 31, 2025 with $ 2,000 sublease fee per month (“Lease 4”). F- 19 Estrella elected not to apply the ROU and lease liability recognition requirements to above mentioned short-term lease as the modified lease term was less than twelve months. As a result of the lease amendment, Estrella then reduced the corresponding ROU and lease liability to $ 0 and continued to recognize the lease monthly payments in profit or loss on a straight-line basis over the remaining lease term period. For the years ended December 31, 2025 and for the six-month transition period ended December 31, 2024, the Company incurred $ 24,000 and $ 12,000 rent expense, respectively from Eureka. Refer to Note 10. As of December 31, 2025 and 2024, the outstanding balance of lease payments of $ 6,000 and $ 4,000 was recorded as accounts payable - related party, respectively, on the Company’s consolidated balance sheets. Note 6 — Preferred Stock All previously issued shares of Series AA and Series A preferred stock were converted to common stock immediately prior to the closing of the business combination on September 29, 2023. Upon the closing of the business combination, the specific authorizations for Series AA and Series A preferred stock under the pre-merger certificate of incorporation were cancelled, and the Company’s Amended and Restated Certificate of Incorporation now authorizes 10,000,000 shares of undesignated preferred stock, par value $ 0.0001 per share. As of December 31, 2025 and 2024, no shares of preferred stock were issued or outstanding. Note 7 — Stockholders’ (Deficit) Equity The Company’s authorized shares of Common Stock is 250,000,000 with a par value of $ 0.0001 per share (the “Common Stock”). As of December 31, 2025 and 2024, there were 38,486,219 and 36,680,870 shares of Common Stock issued, respectively. PIPE investment shares In connection with the Merger, on September 14, 2023, UPTD entered into subscription agreements (the “Subscription Agreements”) with each of Plentiful Limited, a Samoan limited company (“Plentiful Limited”) and Lianhe World Limited (“Lianhe World,” together with Plentiful Limited, collectively, the “PIPE Investors”). Concurrently with the closing of the Business Combination, the Company issued 500,000 shares of Common Stock to each of Plentiful Limited and Lianhe World, respectively, for aggregate proceeds of $ 10,000,000 . Within thirty days following the date of the Closing, each PIPE Investor will also be entitled to receive 704,819 shares of Common Stock. Within five days following the date that is 24 months following the Closing (the “24-Month Date”), if the VWAP of Common Stock for the fifteen trading days prior to the 24-Month Date (the “24-Month Date VWAP”) is less than $ 8.30 , then each of them will be entitled to a number of shares of Common Stock equal to (i) (A) 8.30 minus (B) the 24-Month Date VWAP multiplied by (ii) (A) the number of Shares held by the Investor on the 24-Month Date minus (B) the number of Shares acquired by the Investor following the Closing divided by 10.00 . In accordance with the terms of the Subscription Agreements, the maximum number of shares to be issued at the 24-Month Date totals to 709,770 . 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 addition, in December 2025, the Company had issued 205,349 additional shares to the PIPE Investors in accordance with the terms of the Subscription Agreements as the Company’s common stock for the fifteen ( 15 ) trading days prior to September 29, 2025 was less than $ 8.30 , and based on the VWAP from September 8 to September 26, 2025. Stock purchase agreement shares On April 20, 2023, the Company entered into a Common Stock Purchase Agreement with White Lion Capital LLC, which was subsequently amended. Over the life of the agreement, White Lion purchased a total of 70,000 shares of the Company’s Common Stock for aggregate consideration of $ 79,491 . The agreement expired on December 30, 2025, and was not renewed. From May 2025 to September 2025, the Company entered into Securities Purchase Agreements with three accredited investors. Each Securities Purchase Agreement includes a contingent value protection feature pursuant to which the Company may be required to issue additional shares of Common Stock (the “True-Up Shares”) if the market price of the Company’s stock on the 12-month anniversary of the agreement is below $ 1.50 per share. As of December 31, 2025, the Company received gross proceeds of $ 2.4 million in connection with the executed Securities Purchase Agreements and issued 1,600,000 shares of its Common Stock to the investors, and incurred issuance costs of $ 117,473 related to the transaction. F- 20 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 as general and administrative expense in the consolidated statements of operations. In accordance with the Securities Purchase Agreements executed between May 2025 to September 2025, the maximum number of True-Up Shares totals to 735,857 . Change in fair value recognized for the year ended December 31, 2025, was $ 38,189 . The Company did not recognize any changes in fair value for the six months ended December 31, 2024 as no derivative liabilities existed. As of December 31, 2025, the fair values of the derivative liabilities related to the True-Up Shares were valued at $ 356,505 using a Monte Carlo Simulation model. Key inputs included a volatility of 107 % to 115 %, a risk-free rate of 3.5 % to 3.6 %, and a spot price of $ 1.56 per share. The model captured the path-dependent payoff structure of the True-Up obligation and incorporated the terms of the contingent settlement feature, including the $ 0.99 to $ 1.08 True-Up Price and the Contractual Floor Price of $ 0.20 per share. Warrants In connection with the reverse recapitalization, the Company has assumed 2,214,993 Public Warrants outstanding. Public Warrants met the criteria for equity classification. Each whole Warrant entitles the registered holder to purchase one whole share of the Company’s Common Stock at a price of $ 11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its Warrants only for a whole number of shares of Common Stock. This means that only a whole Warrant may be exercised at any given time by a warrant holder. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will expire at 5:00 p.m., New York City time, on September 29, 2028, which is five years after the completion of the Company’s initial Business Combination, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of the initial Business Combination, it will use its reasonable commercially reasonable efforts to file, and within 60 business days following its initial Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company will use its commercially reasonable efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement. No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Common Stock issuable upon exercise of the Warrants and a current prospectus relating to such shares of Common Stock. Notwithstanding the above, if the Company’s Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, it will not be required to file or maintain in effect a registration statement, but it will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the Warrants become exercisable, the Company 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; and ● 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. F- 21 The Company accounted for the 2,214,993 Public Warrants assumed from the merger as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”. As of December 31, 2025 and 2024, none of the Public Warrants had been exercised. 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 $ 1.0 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. As of December 31, 2025 and 2024, approximately $ 0.4 million remained available for repurchases of its common stock. As of December 31, 2025 and 2024, the Company has repurchased 515,281 and 486,979 shares of its common stock. For the years ended December 31, 2025 and for the six-month transition period ended December 31, 2024, the Company repurchased 28,302 and 165,185 shares of its common stock in open market transactions for $ 29,462 and $ 214,477 at a weighted average price per share of $ 1.04 , and $ 1.30 , respectively. Note 8 — Stock Based Compensation At the special meeting of UPTD stockholders related to the Business Combination held on July 31, 2023, UPTD’s shareholders approved the adoption of the Company’s 2023 Omnibus Incentive Plan (the “2023 Plan”), which became effective on the Closing Date. Upon the closing of the Business Combination, 3,520,123 shares of Common Stock became authorized for issuance under the 2023 Plan. On January 1, 2024, under the plan’s evergreen provision, the share reserve automatically increased by 1,941,293 shares, and on January 1, 2025, it increased by an additional 1,920,444 shares. As of December 31, 2025, 7,381,860 shares were authorized for issuance under the plan. On October 30, 2024, the Company granted options under the 2023 Plan to purchase 3,600,000 shares of its Common Stock to its employees, board of directors, and other consultants. For the year ended December 31, 2025, no additional stock options were granted or exercised. The stock-based compensation expense was recorded in the Company’s results of operations. For the years ended December 31, 2025, and for the six-month transition period ended December 31, 2024, the stock-based compensation expense was $ 618,974 and $ 432,256 , respectively. The breakdown of stock-based compensation by categories for the year ended December 31, 2025 and for the six-month transition period ended December 31, 2024 are summarized below: For the Year ended December 31, 2025 For the Six Months ended December 31, 2024 Research and development $ 41,317 $ 7,131 General and administrative 577,657 425,125 Total stock-based compensation $ 618,974 $ 432,256 The fair value of the granted options under 2023 plan was $ 2,350,018 . As of December 31, 2025 and 2024, there were $ 1,298,788 and $ 1,917,762 unvested compensation costs, which is expected to be recognized over the weighted average remaining 2.29 and 3.27 years of employment service period, respectively. The Company estimated the fair value of the stock options using the Black-Scholes option pricing model. The fair value of stock options issued was estimated using the following assumptions: Grant date October 30, 2024 Exercise price $ 0.815 Stock price $ 0.815 Expected volatility 101.5 - 101.6 % Expected term (in years) 5.5 - 6.0 Risk-free interest rate 4.16 - 4.17 % Expected dividend 0 % F- 22 The risk-free interest rate was obtained from U.S. Treasury rates for the applicable periods. The Company’s expected volatility was calculated from a blended volatility estimate from the implied volatility of a portfolio of comparable companies and the Company’s trading history since October 2, 2023. Due to a limited history of relevant stock option exercise activity, the expected life of the Company’s options was determined using the simplified method, which is based on the average of the time-to-vesting and the contractual life of the options. A summary of information related to stock option activities during the year ended December 31, 2025 is as follows: Options Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2024 3,600,000 $ 0.815 9.84 $ 1,278,000 Granted - - Exercised - - Cancelled - - Outstanding at December 31, 2025 3,600,000 $ 0.815 8.84 $ 2,682,000 Options vested and expected to vest at December 31, 2025 3,600,000 $ 0.815 8.84 $ 2,682,000 Options exercisable at December 31, 2025 1,612,467 $ 0.815 8.84 $ 1,201,288 Note 9 — Income Taxes The Company has no income tax expense except state minimum taxes, due to operating losses incurred for the year ended December 31, 2025 and for the six-month transition period ended December 31, 2024. Loss before income taxes were $ 13,062,674 , and $ 4,426,964 for the year ended December 31, 2025 and for the six-month transition period ended December 31, 2024, respectively. The provision for income taxes for the year ended December 31, 2025 and for the six-month transition period ended December 31, 2024 consisted of the following: For the year ended December 31, For the six months ended December 31, 2025 2024 Income tax expense Current income tax expense Federal $ — $ — State 838 63 Total $ 838 $ 63 Beginning in 2025, the Company adopted ASU 2023-09 on a prospective basis. Accordingly, the reconciliation of the U.S. federal statutory income tax rate to the effective tax rate for the year ended December 31, 2025, is presented using the updated disaggregated categories and reporting currency amounts. Comparative information for the six-month transition period ended December 31, 2024 is presented under the legacy disclosure requirements. For the year ended For the six months ended December 31, 2025 December 31, 2024 Amount ($) Rate(%) Rate(%) U.S federal statutory tax rate ( 2,743,161 ) 21.0 % 21.0 % State and local income taxes, net of federal income tax effect 652 0.0 % 0.0 % Change in valuation allowance 2,670,305 ( 20.4 )% ( 20.9 )% Nondeductible items 83,734 ( 0.7 )% ( 0.9 )% Other ( 10,692 ) 0.1 % 0.8 % Total 838 0.0 % 0.0 % F- 23 The Company’s net deferred tax assets were as follows as of December 31, 2025 and 2024 : As of December 31, 2025 As of December 31, 2024 Deferred tax assets: Net operating loss carryover $ 6,393,470 $ 2,425,707 Accruals and reserves 168 168 Stock-based compensation 104,730 49,398 Capitalized Research and development and intangibles 1,575,352 2,928,142 Total deferred tax assets 8,073,720 5,403,415 Valuation allowance ( 8,073,720 ) ( 5,403,415 ) Deferred tax asset, net of allowance $ — $ — The cash paid for income taxes, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows : For the year ended December 31, 2025 Federal $ — State and local California 800 New York 113 Foreign — Total $ 913 As of December 31, 2025 and 2024, the Company had gross federal income tax net operating loss (“NOL”) carry forwards of appro ximately $ 28.3 million and $ 9.4 mil lion, respectively. As of December 31, 2025 and 2024, the Company had gross state income tax net operating loss (“NOL”) carry forwards of approximately $ 6.5 million and $ 6.5 million, respectively. The federal net operating losses are carried forward indefinitely. The state net operating losses will begin to expire in 2042. Under the Code, the NOL can be carried forward indefinitely and can be used to offset up to 80 % of taxable income for losses arising in tax years beginning after June 30, 2022. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during periods in which those temporary differences become deductible. Due to the uncertainty surrounding the realization of the benefits of its deferred assets, including NOL carry forwards, stock-based compensation, research and development expense capitalization and federal research tax credit, the Company has provided a 100 % valuation allowance on its deferred tax assets as of December 31, 2025 and 2024. The valuation allowance increased from $ 5.4 million to approx imately $ 8.1 million in 2025. In terms of research and development expense capitalization attributed to deferred tax assets, the Company capitalized no research and development expense for the year ended December 31, 2025, following the enactment of the One Big Beautiful Bill Act (“OBBBA”) in 2025, as no U.S. or foreign research and development costs were required to be capitalized. For the six-month transition period ended December 31, 2024, the Company capitalized approximately $ 2.9 million of research and development costs. The research and development expense capitalization were mainly derived from Eureka’s license, service agreement and SOW would be amortized over 5 years for income tax purposes. As a result of the enactment of the OBBBA, which repealed the mandatory capitalization and amortization of research and experimental expenditures under IRC§174 for tax years beginning after December 31, 2024, the Company elected to accelerate the amortization of previously capitalized §174 costs and deduct the remaining unamortized balance over a two-year period (2025 and 2026). This change in law increased the Company’s §174 amortization deduction by approximately $ 2.7 million for the year ended December 31, 2025, and no foreign research expenditures incurred during the year were capitalized under IRC §174. F- 24 The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740, Income Taxes. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2025 and 2024, the Company had no uncertain tax positions, and total unrecognized income tax benefits were $0.0 million. For the years ended December 31, 2025 and 2024, the Company recognized no interest and penalties associated with unrecognized tax benefits. If incurred, the Company will classify any interest and penalties as a component of interest expense and operating expense, respectively. The Company’s ability to utilize the net operating loss and tax credit carryforwards in the future may be subject to substantial restrictions in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code and similar state tax laws. In the event the Company should experience an ownership change, as defined under Section 382, utilization of the Company’s net operating loss carryforward and tax credit could be limited. The Company files corporation tax returns in the United States, California and other States. The Company has been in an overall net operating loss position since inception. Due to the significant federal and state tax attribute carryovers, the Company is subject to examination by taxing authorities for all tax years since inception. Note 10 — Leases On October 1, 2023 Estrella entered into an office lease contract with Eureka, a related party (“Lease 1”) for nine months without any renewal option. On July 1, 2024, the Company entered into an office sublease agreement with Eureka (“Lease 2”) for six months without any renewal option. On Ja nuary 1, 2025, the Company entered into an office sublease agreement with Eureka (“Lease 3”) for six months without any renewal option. On July 1, 2025, the Company entered into an office sublease agreement with Eureka (“Lease 4”) for six months without any renewal option. The Company’s office lease was classified as an operating lease. The Company’s lease agreement does not contain any material residual value guarantees or material restrictive covenants. The Company elected not to apply the ROU and lease liability recognition requirements to above mentioned short-term lease in accordance with ASC 842-20-25-2 and continued to recognize the lease monthly payments in profit or loss on a straight-line basis over the remaining lease term period. Rent expense for the year ended December 31, 2025 and during the six-month transition period ended December 31, 2024 was $ 24,000 and $ 12,000 , respectively. F- 25 Note 11 — Segment Information The Company conducts its business as a single operating and reportable segment based on its organizational and management structure and the manner in which the Chief Operating Decision Maker (“CODM”) reviews financial information to allocate resources and access performance, consistent with the Company’s segment reporting policy described in Note 2. The accounting policies of the Company’s single operating segment are the same as those described in Note 2. The key measure of segment profitability used by the CODM to allocate resources and assess performance is net income (loss), as reported on the consolidated statements of operations. The following table presents the significant expense categories of the Company’s single operating segment for the periods presented. For the year ended December 31, 2025 For the six months ended December 31, 2024 Operating expenses: Clinical trial related service fee, a related party (see Note 5) $ 10,125,000 $ 2,801,435 Consulting fee 82,228 75,000 Stock-based compensation 618,974 432,256 Salary expense 524,891 266,571 Professional fee 1,149,786 631,395 Insurance expense 335,658 169,513 Other general and administrative fee 226,137 75,794 Loss before income tax 13,062,674 4,426,964 Income tax expense 838 63 Net loss $ 13,063,512 $ 4,427,027 Note 12 — Transition Period Comparative Data The following table shows financial information for the twelve months ended December 31, 2025 and the comparative period ended December 31, 2024 (the “Comparative Period”). The Comparative Period information is derived from the Company’s unaudited, consolidated and combined financial statements. Consolidated Statements of Operations For the Twelve Months Ended For the Twelve Months Ended December 31, December 31, 2025 2024 (Unaudited) Operating expenses Research and development $ 10,248,545 $ 6,408,566 General and administrative 2,814,129 2,437,375 Total operating expenses 13,062,674 8,845,941 Loss from Operations ( 13,062,674 ) ( 8,845,941 ) Loss before income taxes ( 13,062,674 ) ( 8,845,941 ) Income taxes provision ( 838 ) ( 1,688 ) Net loss $ ( 13,063,512 ) $ ( 8,847,629 ) Net loss applicable to common stock per share, basic and diluted $ ( 0.35 ) $ ( 0.24 ) Weighted average common stock outstanding, basic and diluted 36,820,810 36,189,502 F- 26 Consolidated Statements of Cash Flows: For the Twelve Months Ended December 31, 2025 For the Twelve Months Ended December 31, 2024 (Unaudited) Cash Flows from Operating Activities: Net loss $ ( 13,063,512 ) $ ( 8,847,629 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 618,974 432,256 Change in fair value of derivative liabilities 38,189 - Changes in operating assets and liabilities: Prepaid expenses and other receivable 431,188 ( 322,613 ) Prepaid expenses - related party - ( 1,500,000 ) Accounts payable - related party 550,346 ( 72,641 ) Other payables and accrued liabilities 36,654 ( 68,819 ) Accrued liability - related party 9,606,666 2,780,667 Franchise tax payable ( 4,134 ) ( 200 ) Income tax payables ( 50 ) ( 40,694 ) Net cash used in operating activities ( 1,785,679 ) ( 7,639,673 ) Cash Flows from Financing Activities: Payments of transactions cost ( 117,473 ) - Proceeds from issuance of common stock through stock purchase agreement - 79,491 Proceeds from issuance of common stock for PIPE investment 2,400,000 - Purchase of treasury stock ( 29,462 ) ( 568,917 ) Net cash provided by (used in) financing activities 2,253,065 ( 489,426 ) Net Change in Cash 467,386 ( 8,129,099 ) Cash at beginning of the period 916,916 9,046,015 Cash at end of the period $ 1,384,302 $ 916,916 Supplemental Cash Flow Information Cash paid for income tax $ 913 $ 43,966 Cash paid for interest $ - $ - Supplemental Disclosure of Non-cash Financing Activities Recognition of derivative liabilities upon closing of the PIPE investment $ 318,316 $ - F- 27 Note 13 — Subsequent Events Registered Direct Offering and Private Placement On January 5, 2026, the Company entered into a Securities Purchase Agreement with a healthcare-focused institutional investor. On January 6, 2026, the Company consummated a Registered Direct Offering and a concurrent Private Placement, resulting in gross proceeds of approximately $ 8.0 million, before deducting placement agent fees and other offering expenses. The Company issued 4,063,290 shares of Common Stock and Pre-Funded Warrants to purchase 1,000,000 shares of Common Stock at an exercise price of $ 0.00001 per warrant share. These securities were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-283770). The Company issued PIPE Common Warrants exercisable for up to 7,594,935 shares of Common Stock at an exercise price of $ 1.39 per warrant share. These warrants expire on the fifth anniversary of the issuance date. On January 16, 2026, the Company filed a Form S-1 relating to the offer and resale by certain selling stockholders of up to 9,236,141 shares of Common Stock. This registration statement includes shares issued in private placements in September 2025, shares issuable under contingent “true-up” provisions, and the 7,594,935 shares of Common Stock issuable upon exercise of the PIPE Common Warrants issued on January 6, 2026. The registration statement became effective on January 23, 2026. Nasdaq Compliance On January 7, 2026, we received a notice from Nasdaq that we are not in compliance with Nasdaq Listing Rule 5620(a) because we have not yet held an annual meeting of shareholders within twelve months of the end of the transition period ended December 31, 2024. On February 27, 2026, Nasdaq notified us that it has granted an extension until June 29, 2026, to regain compliance by holding an annual meeting of shareholders. As outlined in our plan of compliance submitted to Nasdaq on February 24, 2026, we intend to satisfy this requirement by holding a joint 2025/2026 annual meeting. Office Sublease Agreement On January 1, 2026, the Company entered into an office sublease agreement (“Lease 5”) with Eureka, a related party. Pursuant to this agreement, the sublease commenced on January 1, 2026 and expires on June 30, 2026 with $ 2,000 sublease fee per month. Milestones under Statement of Work #001 In January 2026, one additional patient was dosed in the STARLIGHT-1 clinical trial. The Company accrued an additional $ 1.375 million for this milestone under this SOW. F- 28 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . ESTRELLA IMMUNOPHARMA, INC. Date: March 17, 2026 By: /s/ Cheng Liu Name: Cheng Liu Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Cheng Liu Chief Executive Officer and Director March 17, 2026 Cheng Liu (Principal Executive Officer) /s/ Peter Xu Chief Financial Officer March 17, 2026 Peter Xu (Principal Financial and Accounting Officer) /s/ Hong Zhang Chairperson and Director March 17, 2026 Hong Zhang /s/ Marsha Roberts Director March 17, 2026 Marsha Roberts /s/ Fan Wu Director March 17, 2026 Fan Wu /s/ Janelle Wu Director March 17, 2026 Janelle Wu /s/ Pei Xu Director March 17, 2026 Pei Xu /s/ Dengyao Jia Director March 17, 2026 Dengyao Jia 102