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].

Financial Performance - The company reported a net loss of approximately $7.3 million for the year ended June 30, 2024, compared to a net loss of $11.1 million for the same period in 2023, indicating a reduction in losses by approximately 34%[618]. - As of June 30, 2024, the company had an accumulated deficit of approximately $19.5 million and cash reserves of approximately $4.2 million[608][619]. - The company has not generated any revenue to date and does not expect to do so for at least the next few years until product candidates receive regulatory approval[620]. - Net cash used in operating activities was approximately $16.1 million for the year ended June 30, 2024, primarily due to a net loss of approximately $7.3 million and a $9.3 million decrease in accounts payable[631]. - Net cash provided by financing activities was approximately $12.8 million for the year ended June 30, 2024, primarily from $20 million net proceeds received from the Business Combination[633]. Research and Development - Research and development expenses decreased to approximately $4.1 million for the year ended June 30, 2024, from $10.5 million in 2023, primarily due to lower service fees with Eureka[615]. - The company anticipates significant increases in expenses as it continues research and development and seeks marketing approval for its product candidates[621]. - The company has entered into a Statement of Work with Eureka for clinical trial services, with total fees of $33 million for achieving specified milestones[605]. - As of June 30, 2024, the company had expensed $3.5 million to Eureka for milestone achievements related to the Phase I/II clinical trial of EB103, with total fees of $33 million for all milestones[624]. Capital and Financing - The company raised net proceeds of approximately $20.1 million from the Business Combination on September 29, 2023, after deducting transaction-related expenses[622]. - The company has funded its operations primarily through the issuance of Series A Preferred Stock and proceeds from the Business Combination, with a focus on advancing clinical development[606]. - The company plans to raise additional capital in the future to continue research and development programs, but there is no assurance that financing will be available on acceptable terms[630]. - The common stock purchase agreement with White Lion allows the company to direct purchases of up to $50 million in common stock, subject to stockholder approval for issuances equaling 20% or more of outstanding shares[628]. Operating Expenses - The company incurred general and administrative expenses of approximately $3.2 million for the year ended June 30, 2024, up from $0.7 million in 2023, largely due to increased professional fees and stock-based compensation[618]. - The company expects to incur additional costs associated with operating as a public company following the Business Combination, including increased audit and legal fees[612]. - The company remitted approximately $9.3 million to Eureka upon the consummation of the Business Combination, with expectations to use remaining net proceeds for preclinical and clinical development and compliance costs[623]. - The company incurred approximately $5.1 million in cash released from the trust account due to the Business Combination, offset by a $0.1 million loan to UPTD[633]. Stock-Based Compensation - 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[135]. - The fair value of stock options is estimated at the grant date, considering factors such as expected life, volatility, and risk-free interest rate[135]. - Compensation expense for awards with graded vesting is recognized using the straight-line method over the vesting term[643]. - Forfeitures of stock-based awards are recognized when realized, impacting future compensation expense calculations[643]. - The company accounts for equity instruments issued to non-employees based on the more reliable fair value of services received or the equity instrument itself[643]. - Different assumptions in future grants could materially affect stock-based compensation expense in future periods[643]. Market Risks - The company is subject to various risks and uncertainties that could impact its ability to raise capital and the success of its research and development programs[626]. - The company does not provide quantitative and qualitative disclosures about market risk as it is not required for smaller reporting companies[645]. Stock Performance - The closing price of the company's common stock was $1.05 per share as of June 30, 2024, significantly lower than the warrant exercise price of $11.50 per share, making warrant exercise unlikely[627].

Financial Performance - The company has an accumulated deficit of approximately $15.5 million as of March 31, 2024[180]. - The company incurred a net loss of approximately $0.5 million for the three months ended March 31, 2024, down from $2.7 million for the same period in 2023[190]. - The company incurred a net loss of approximately $3.4 million for the nine months ended March 31, 2024, compared to $8.4 million for the same period in 2023[195]. - As of March 31, 2024, the company reported a net cash used in operating activities of approximately $15.8 million, primarily due to a net loss of $3.4 million and a $9.3 million decrease in accounts payable[209]. Research and Development Expenses - Research and development expenses for the three months ended March 31, 2024, were approximately $25,000, a significant decrease from $2.6 million for the same period in 2023[187]. - For the nine months ended March 31, 2024, research and development expenses were approximately $0.6 million, a decrease from $7.9 million for the same period in 2023[192]. - The company expects significant increases in expenses related to ongoing research and development and public company operations following the Business Combination[199]. General and Administrative Expenses - General and administrative expenses increased to approximately $0.4 million for the three months ended March 31, 2024, compared to $0.1 million for the same period in 2023[189]. - General and administrative expenses for the nine months ended March 31, 2024, were approximately $2.8 million, up from $0.5 million for the same period in 2023[194]. Cash and Financing Activities - As of March 31, 2024, the company had cash of approximately $4.7 million, with no revenue generated to date[196][198]. - The company received net proceeds of approximately $20.1 million from the Business Combination after deducting $5.07 million for stock redemptions and transaction expenses[200]. - Financing activities provided approximately $13.1 million, primarily from the $20 million net proceeds of the Business Combination, offset by transaction costs and stockholder payments[214]. Clinical Trials and Regulatory Approvals - The FDA cleared the IND application for EB103, allowing the company to proceed with the Phase I/II Starlight-1 Clinical Trial expected to commence in the first half of 2024[178]. - The company prepaid $3.5 million to Eureka for the initiation of the Phase I/II clinical trial of EB103, a T-cell therapy, with total fees of $33 million for achieving all milestones[202]. Stock and Equity - The company has issued 312,200 shares of common stock as Founder Shares and 1,107,500 shares as Private Shares, which are entitled to registration rights[225]. - A registration statement was filed with the SEC on October 10, 2023, and was declared effective on December 28, 2023[225]. - The company has the right to require White Lion to purchase up to $50 million in newly issued shares of Common Stock, subject to stockholder approval for issuances exceeding 20% of outstanding shares[223]. Stock-Based Compensation - The company recognizes stock-based compensation costs over the requisite service period based on fair value, using the Black-Scholes-Merton option-pricing model[227]. - Stock-based compensation expense could be materially impacted by changes in assumptions used for future grants[229]. - The company accounts for equity instruments issued to non-employees based on the fair value of services received or the equity instrument, whichever is more reliable[230]. - Compensation expense for awards with graded vesting is recognized over the requisite service period, generally equal to the vesting term[231]. Market and Capital Risks - The company is subject to various uncertainties regarding its ability to raise additional capital, which is critical for ongoing research and development programs[208]. - As of May 13, 2024, the closing price of the company's Common Stock was $1.07 per share, significantly lower than the warrant exercise price of $11.50, making warrant exercise unlikely[206]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[232].

As filed with the U.S. Securities and Exchange Commission on December 15, 2023 Registration No. 333-274931 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––– ESTRELLA IMMUNOPHARMA, INC. (Exact Name of Registrant as Specified in its Charter) _____________________________ | Delaware | 6770 | 86-1314502 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard ...

As filed with the U.S. Securities and Exchange Commission on December 15, 2023 Registration No. 333-274931 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––– ESTRELLA IMMUNOPHARMA, INC. (Exact Name of Registrant as Specified in its Charter) _____________________________ | Delaware | 6770 | 86-1314502 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard ...

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 ...

As filed with the U.S. Securities and Exchange Commission on November 13, 2023 Registration No. 333-274931 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––– ESTRELLA IMMUNOPHARMA, INC. (Exact Name of Registrant as Specified in its Charter) _____________________________ | Delaware | 6770 | 86-1314502 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard ...

As filed with the U.S. Securities and Exchange Commission on November 13, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––– ESTRELLA IMMUNOPHARMA, INC. (Exact Name of Registrant as Specified in its Charter) _____________________________ | Delaware | 6770 | 86-1314502 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employ ...

As filed with the U.S. Securities and Exchange Commission on October 10, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 5858 Horton Street, Suite 170 Emeryville, California, 95608 Telephone: (510) 318-9098 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ––––––––––––––––––––––––––––– Cheng Liu Chief Executive Officer 5858 Ho ...

As filed with the U.S. Securities and Exchange Commission on October 10, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––– ESTRELLA IMMUNOPHARMA, INC. (Exact Name of Registrant as Specified in its Charter) _____________________________ | Delaware | 6770 | 86-1314502 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Empl ...