UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-40608 ESTRELLA IMMUNOPHARMA, INC. (Exact name of registrant as specified in its charter) (Registrant's tele ...

Financial Performance - As of September 30, 2024, the company reported an accumulated deficit of approximately $22.9 million[171]. - The company incurred a net loss of approximately $3.4 million for the three months ended September 30, 2024, compared to a net loss of $1.9 million for the same period in 2023[184]. - The company had cash of approximately $1.8 million as of September 30, 2024, and has not generated any revenue to date[185][186]. - The company had net cash used in operating activities of approximately $2.2 million, primarily due to a net loss of approximately $3.4 million[198]. - The company anticipates ongoing losses and negative cash flows until product candidates receive regulatory approval and generate revenue[186]. Research and Development Expenses - For the three months ended September 30, 2024, research and development expenses increased to approximately $2.8 million from $0.5 million in the same period of 2023[180]. - The company expects significant increases in expenses related to ongoing research and development and public company operations[187]. - As of September 30, 2024, the company has paid $3.5 million to Eureka for milestone achievements related to the development of EB103[169]. - The company has entered into a Statement of Work with Eureka, agreeing to pay total fees of $33.0 million for milestone achievements in the STARLIGHT-1 clinical trial[169]. - Total fees of $33.0 million are agreed upon for achieving milestones in the STARLIGHT-1 clinical trial, with approximately $6.3 million expensed to Eureka as of September 30, 2024[191]. - The research plan under the Collaboration Agreement with Imugene was completed as of August 30, 2023, with costs shared equally between the parties[208]. Business Combination and Financing - The Business Combination on September 29, 2023, resulted in net proceeds of approximately $20.1 million after various deductions[188]. - The company remitted approximately $9.3 million to Eureka upon consummation of the Business Combination and expects to use the remaining net proceeds for preclinical and clinical development and compliance costs[190]. - The company plans to raise additional capital in the future to continue research and development programs, but the ability to do so is subject to various risks and uncertainties[197]. - The company had net cash provided by financing activities of approximately $20.0 million for the three months ended September 30, 2023, primarily from the Business Combination[201]. Stock and Equity - As of September 30, 2024, the closing price of the company's Common Stock was $1.16 per share, significantly lower than the exercise price of the Warrants at $11.50 per share, making it unlikely for warrant holders to exercise their warrants[194]. - The company has not issued any Equity Line Shares under the Common Stock Purchase Agreement, which allows for the purchase of up to $50.0 million in shares, pending majority stockholder approval[196]. Liabilities and Compensation - The company accrued $2.75 million in liabilities related to two patient dosing milestones completed during the three months ended September 30, 2024[211]. - As of September 30, 2024, the company had fully paid the license fee to Eureka, which included a one-time payment of $1.0 million and milestone payments upon FDA approval[206][205]. Accounting and Reporting - Stock-based compensation costs are recognized as an expense over the requisite service period based on fair value measurements using the Black-Scholes-Merton option-pricing model[217]. - The fair value of stock options is amortized on a straight-line basis over the vesting period, which generally equals the requisite service period[220]. - The company is classified as an emerging growth company, allowing it to delay the adoption of certain accounting standards until they apply to private companies[220]. - The company accounts for equity instruments issued to non-employees using the fair value of services received or the fair value of the equity instrument, whichever is more reliable[219]. - Compensation expense for awards with graded vesting is recognized over the requisite service period applicable to each individual award[220]. - Forfeitures of stock-based awards are recognized when realized, impacting the overall compensation expense[220]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[222].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO | --- | --- | --- | --- | |-----------------------------------------------------------------------------|------------------------|-------|-------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-40608 ESTRELLA IMMUNOPHARMA, INC. (Exact name of registrant as specified in its charter) (State or other ju ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-41584 ESTRELLA IMMUNOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 86-13 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40608 TradeUP Acquisition Corp. (Exact name of registrant as specified in its charter) | Delaware | 86-1314502 | | --- | --- | ...

Or UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Commission File Number: 001-40608 TradeUP Acquisition Corp. (Exact name of registrant as specified in its charter) | Delaware | 85-1314502 | | ...

Financial Performance - The company had a net loss of $996,104 for the year ended December 31, 2022, primarily due to $1,368,219 in operating costs and $201,308 in franchise tax expenses, offset by $654,071 in interest income from investments [134]. - The company incurred $1,043,848 in cash used in operating activities for the year ended December 31, 2022 [136]. - As of December 31, 2022, the company had cash of $40,802 and a working deficit of $1,020,642, raising substantial doubt about its ability to continue as a going concern [140]. Cash and Capital Structure - As of December 31, 2022, the company had cash outside the Trust Account amounting to $40,802 available for working capital needs, while all remaining cash is held in the Trust Account and is generally unavailable for use prior to an initial business combination [136]. - A total of 3,519,780 shares of Common Stock were redeemed, resulting in approximately $36.1 million being released from the Trust Account to pay redeeming stockholders [120]. - The common stock subject to possible redemption is presented at a redemption value of $10.25 per share as of December 31, 2022, classified as temporary equity [153]. - The company has outstanding loans from related parties totaling $598,600, including a $204,000 note to Running Lion and a $294,600 note to Tradeup INC [145]. - The company has issued promissory notes totaling $294,600 and $204,000 for general working capital purposes, with additional notes issued for operating expenses [129]. - The company is obligated to pay a Business Combination Fee of $1,550,500, which will be payable only upon the completion of a Business Combination [144]. Business Combination and Strategy - The company completed its IPO on July 19, 2021, raising gross proceeds of $40,000,000 from the sale of 4,000,000 Units at an offering price of $10.00 per Unit [115]. - The company has reviewed approximately 22 potential business combination candidates across various industries, including biotech and pharmaceutical, since the IPO [124]. - The proposed business combination with Estrella involves a merger where Estrella's stockholders will receive shares valued at $325,000,000, divided by $10.00 per share [127]. - The company has entered into a Merger Agreement with Estrella, which will result in the company changing its name to "Estrella Immunopharma, Inc." upon closing [126]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans and cannot assure the success of its capital raising or business combination efforts [118]. Regulatory and Compliance - The company has not entered into any off-balance sheet financing arrangements or established any special purpose entities [141]. - There were no unrecognized tax benefits or amounts accrued for interest and penalties as of December 31, 2022 [159]. - The company is evaluating the impact of the 1% excise tax imposed on stock repurchases under the Inflation Reduction Act of 2022 [161]. - Management does not believe that any recently issued accounting standards would have a material effect on the financial statements [164]. Assets and Liabilities - The assets held in the Trust Account are invested in money market funds, primarily in U.S. Treasury securities [149]. - The company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities as of December 31, 2022 [142].

Financial Performance - Net loss for the three months ended September 30, 2022 was $344,863 compared to a loss of $107,547 for the same period in 2021, indicating a 220% increase in losses year-over-year [18]. - The Company reported a net loss of $845,701 for the nine months ended September 30, 2022, compared to a net loss of $111,921 for the same period in 2021 [25]. - Basic and diluted net loss per share attributable to TradeUP Acquisition Corp. was $(0.08) for the three months ended September 30, 2022, compared to $(0.99) for the same period in 2021 [17]. - For the three months ended September 30, 2022, the basic and diluted net loss per share was $(0.05), compared to $(0.08) for the same period in 2021 [70]. - The allocation of net loss for the three months ended September 30, 2022, was $(229,714) for non-redeemable common stock and $(115,149) for redeemable common stock [70]. - For the nine months ended September 30, 2022, the company had a net loss of $845,701, which included formation and operating costs of $1,044,023 [137]. Assets and Liabilities - Total current assets decreased from $616,034 to $160,752, a decline of approximately 74% from December 31, 2021 to September 30, 2022 [15]. - Cash balance significantly reduced from $478,868 to $73,752, representing a decrease of about 85% [15]. - Total liabilities increased from $1,623,654 to $2,286,254, an increase of approximately 41% [15]. - Total stockholders' deficit increased from $(1,006,192) to $(1,981,489) from December 31, 2021 to September 30, 2022, reflecting a decline of approximately 97% [15]. - Current liabilities surged from $73,154 to $735,754, marking an increase of approximately 906% [15]. - The Company has a working deficit of $575,002 as of September 30, 2022, indicating ongoing financial challenges [36]. - As of September 30, 2022, the Company had cash of $73,752, down from $772,168 at the beginning of the period [25]. - Total assets slightly decreased from $45,803,462 to $45,620,361, a reduction of about 0.4% [15]. Initial Public Offering (IPO) - The Company generated gross proceeds of $44,300,000 from the sale of public units during its Initial Public Offering [28]. - Total transaction costs related to the Initial Public Offering amounted to $3,019,474, including $886,000 in underwriting fees [28]. - The Company sold 4,000,000 Units at $10.00 per Public Unit during the Initial Public Offering, generating gross proceeds of $40,000,000 [76]. - Offering costs related to the Initial Public Offering amounted to $3,019,474, which were charged to stockholders' equity upon completion [51]. - The Company issued 2,215,000 Warrants in connection with the Initial Public Offering, each entitling the holder to purchase one share of Common Stock at $11.50 [105]. Business Combination and Future Plans - The Company entered into a Merger Agreement with Estrella Biopharma, Inc. on September 30, 2022, which will result in Estrella becoming a wholly owned subsidiary [39]. - The merger will result in Estrella becoming a wholly owned subsidiary of the company, which will change its name to "Estrella Immunopharma, Inc." upon closing [122]. - The Company has until January 19, 2023, to complete its initial Business Combination, or it will be required to liquidate [34]. - The Company has not commenced any operations and will not generate operating revenues until after completing a Business Combination [27]. - The Company plans to use substantially all funds held in the Trust Account to complete the business combination, with the possibility of additional financing if necessary [143]. Financial Risks and Concerns - Management has raised substantial doubt about the Company's ability to continue as a going concern due to conditions related to Promissory Notes and Working Capital Loans [38]. - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases by publicly traded corporations starting January 1, 2023, which may affect the Company's cash available for Business Combinations [42]. - The Company has not generated any operating revenues to date and does not expect to do so until after the completion of the business combination with Estrella [134]. - The Company has established a full valuation allowance for deferred tax assets due to significant uncertainty regarding future realization [113]. Cash and Investments - As of September 30, 2022, the Company had no cash equivalents and held assets in the Trust Account primarily in money market funds invested in U.S. Treasury securities [48][49]. - The Trust Account holds $45,186,000, which is intended for use in a future Business Combination [31]. - The Company has not experienced losses on its cash account and believes it is not exposed to significant credit risk [56]. - The Company has not entered into any off-balance sheet financing arrangements or established any special purpose entities [149]. Tax and Legal Matters - There were no unrecognized tax benefits or amounts accrued for interest and penalties as of September 30, 2022 [64]. - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties related to unrecognized tax benefits as of September 30, 2022 [172]. - The Company is not a party to any material legal proceedings, nor have any been threatened against it [184]. Internal Controls and Compliance - The Company has identified a material weakness in internal controls related to the accounting for complex equity instruments in connection with its initial public offering [179]. - The Company is classified as an "emerging growth company" and has elected not to opt out of the extended transition period for new or revised financial accounting standards [155]. - The Company evaluated subsequent events up to November 14, 2022, and did not identify any requiring adjustment or disclosure [114].

Table of Contents | --- | --- | |------------------------------------------------------------------------|-------| | Delaware | | | (State or other jurisdiction of incorporation or organization) | | | TradeUP Acquisition Corp. 437 Madison Avenue, 27th Floor | | | New York, NY (Address of principal executive offices) | | | --- | --- | |-------|-------| | | | | | | | | | | | | | | | | | | | | | | | | 10022 (ZipCode) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ ...