As filed with the U.S. Securities and Exchange Commission on January 21, 2026 Registration No. 333-292331 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 Registrants as Specified in its Charter) ____________________________ (State or other jurisdiction of incorporation or organization) Delaware 6770 86-1314502 (Primary Standard In ...

As filed with the U.S. Securities and Exchange Commission on January 16, 2026 Registration No. 333-292331 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 Registrants as Specified in its Charter) ____________________________ | Delaware | 6770 | 86-1314502 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard I ...

As filed with the U.S. Securities and Exchange Commission on December 22, 2025 Registration No. 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) ____________________________ (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 6770 86-1 ...

Financial Performance - The net loss for the three months ended September 30, 2025, was approximately $4.8 million, compared to a net loss of $3.4 million for the same period in 2024 [176]. - The net loss for the nine months ended September 30, 2025, was approximately $12.5 million, compared to a net loss of $7.8 million for the same period in 2024 [180]. - Estrella's accumulated deficit as of September 30, 2025, was approximately $36.4 million [163]. - The company reported a net cash used in operating activities of approximately $1.6 million for the nine months ended September 30, 2025, primarily due to a net loss of approximately $12.5 million [192]. Research and Development Expenses - Estrella has incurred approximately $4.2 million in research and development expenses for the three months ended September 30, 2025, compared to $2.8 million for the same period in 2024, reflecting a 50% increase [173]. - For the nine months ended September 30, 2025, research and development expenses totaled approximately $10.2 million, up from $6.4 million in 2024, representing a 59% increase [177]. - The company anticipates significant increases in expenses as it continues to advance preclinical and clinical development and seeks regulatory approval for its product candidates [164]. Cash and Liabilities - As of September 30, 2025, Estrella had cash of approximately $1.6 million and a working capital deficit of approximately $11.3 million [181]. - As of September 30, 2025, Estrella has accrued approximately $12.9 million in liabilities related to dosing milestones for the STARLIGHT-1 clinical trial [161]. - The company has accrued approximately $12.9 million in liabilities related to milestones achieved as of September 30, 2025, including the completion of nine patients' dosing and a second site activation milestone [203]. Revenue Generation - Estrella has not generated any revenue to date and does not expect to generate revenue for at least the next few years [182]. Clinical Trial Obligations - The total fees for the clinical trial services under Statement of Work No. 001 with Eureka amount to $33.0 million for achieving all milestones [161]. - The company has a total fee obligation of $33.0 million to Eureka for the Phase I/II clinical trial of EB103, with $3.5 million paid for milestone fees as of September 30, 2025 [202]. - The company has fully paid the $1.0 million license fee to Eureka and achieved two development milestones, with milestone payments of $50,000 each paid for IND submission and first patient dosing [199]. Financing Activities - Net cash provided by financing activities was approximately $2.3 million for the nine months ended September 30, 2025, primarily from a private placement [194]. - The company plans to raise additional capital to fund research and development programs, but there is no assurance that financing will be available on acceptable terms [191]. - As of September 30, 2025, the company had issued 70,000 Equity Line Shares to White Lion for an aggregate consideration of $79,491 under the Common Stock Purchase Agreement [189]. Derivative Liabilities - The fair value of the derivative liability related to True-Up Shares was valued at $385,355 as of September 30, 2025, using a Monte Carlo Simulation model [207]. Legal Contingencies - The company is subject to loss contingencies, including legal proceedings and claims, which may require accruals when a liability is probable and can be reasonably estimated [197].

Financial Performance - Estrella Immunopharma, Inc. reported a net loss of approximately $5.5 million for the three months ended June 30, 2025, compared to a net loss of $4.0 million for the same period in 2024, reflecting an increase in operational expenses [182]. - The company incurred a net loss of approximately $7.6 million for the six months ended June 30, 2025, compared to a net loss of $4.4 million for the same period in 2024 [186]. - As of June 30, 2025, Estrella had an accumulated deficit of approximately $31.6 million, reflecting the company's ongoing investment in product development without any revenue from product sales [166]. - The company has not generated any revenue to date and does not expect to do so for at least the next few years [188]. Research and Development Expenses - Research and development expenses for the three months ended June 30, 2025, were approximately $4.7 million, up from $3.5 million in the same period in 2024, primarily due to higher service fees during the clinical phase [179]. - For the six months ended June 30, 2025, research and development expenses totaled approximately $6.1 million, compared to $3.6 million for the same period in 2024, indicating a significant increase in clinical trial activities [183]. - Estrella's research and development expenses for the six months ended June 30, 2025, included $6.05 million in consulting and laboratory-related fees, compared to $3.55 million in the same period in 2024 [184]. - The company anticipates significant increases in expenses as it advances preclinical and clinical development, seeks regulatory approvals, and scales up its operational capabilities [167]. - The company expects significant increases in expenses related to ongoing research and development and commercialization efforts if product candidates receive regulatory approval [189]. Clinical Trials - Estrella has initiated the Phase I/II STARLIGHT-1 Clinical Trial for its product candidate EB103, with six patients dosed as of June 30, 2025 [164]. Liabilities and Capital Raising - The company has accrued approximately $8.8 million in liabilities related to clinical trial milestones as of June 30, 2025, with $3.5 million paid to Eureka for study initiation milestones achieved [164]. - The company plans to raise additional capital to fund operations and research and development, but faces uncertainties regarding market conditions and financing availability [197]. - The company has issued 70,000 Equity Line Shares to White Lion for an aggregate consideration of $79,491 as of June 30, 2025 [195]. - The company has entered into a Securities Purchase Agreement to issue 2,233,334 shares of common stock at a purchase price of $1.50 per share, with gross proceeds expected to be approximately $3.35 million [196]. - The company has paid approximately $12.3 million to Eureka for milestone achievements related to its product candidate EB103 as of June 30, 2025 [192]. Accounting and Valuation - The fair value of the derivative liability related to the True-Up Shares was independently valued at $187,941 using a Monte Carlo Simulation model [214]. - The model for the True-Up obligation included a one-year volatility of 110%, a risk-free rate of 4.0%, and a spot price of $0.96 per share [214]. - The Black-Scholes-Merton option-pricing model is used to estimate the fair value of stock-based awards, incorporating various assumptions such as expected volatility and risk-free interest rate [215]. - Stock-based compensation expense could be materially affected by different assumptions on future grants [216]. - The fair value of equity instruments issued to non-employees is measured using either the fair value of the services received or the fair value of the equity instrument [217]. - Compensation expense for awards with graded vesting is recognized over the requisite service period, generally equal to the vesting term [218]. - The company is classified as an emerging growth company, allowing it to delay the adoption of certain accounting standards [219]. - As a smaller reporting company, the company is not required to provide certain market risk disclosures [220].

Financial Performance - Estrella Immunopharma, Inc. reported a net loss of approximately $2.1 million for the three months ended March 31, 2025, compared to a net loss of $0.5 million for the same period in 2024 [172]. - Estrella's accumulated deficit reached approximately $26.0 million as of March 31, 2025, reflecting ongoing operational losses since inception [158]. - The company reported a net cash used in operating activities of approximately $0.5 million for the three months ended March 31, 2025, primarily due to a net loss of approximately $2.1 million [183]. - The company reported a net cash used in financing activities of approximately $29,000 for the three months ended March 31, 2025, primarily due to stock repurchase [185]. Research and Development - Research and development expenses increased significantly to approximately $1.4 million for the three months ended March 31, 2025, from $25,000 in the same period of 2024, primarily due to higher service fees during the clinical phase [169]. - The company anticipates significant increases in expenses as it continues research and development and seeks marketing approval for its product candidates [175]. - The company has incurred approximately $11.2 million in payments to Eureka for services and upfront fees related to the License Agreement and Services Agreement as of March 31, 2025 [158]. - The total fees for the clinical trial services under Statement of Work No. 001 with Eureka amount to $33.0 million, contingent on achieving certain milestones [176]. - As of March 31, 2025, the company had expensed approximately $7.6 million to Eureka for milestone achievements and deposited $1.5 million for patient treatment expenses [178]. - The company has accrued approximately $4.1 million in liabilities related to three completed patient dosing milestones as of March 31, 2025 [194]. Liquidity and Capital Resources - As of March 31, 2025, Estrella had cash of approximately $0.4 million and a working capital deficit of approximately $3.3 million, indicating liquidity challenges [173]. - The company plans to raise additional capital to fund research and development programs, but there is no assurance that financing will be available on acceptable terms [182]. - The company completed a Business Combination with TradeUP Acquisition Corp. on September 29, 2023, raising net proceeds of approximately $20.1 million [157]. - The company has entered into a Services Agreement with Eureka, agreeing to pay $10.0 million for services, payable in 12 equal monthly installments [192]. - The company has fully paid the $1.0 million license fee to Eureka and has made milestone payments of $50,000 each for two development milestones [189]. - The company has issued 70,000 Equity Line Shares to White Lion for an aggregate consideration of $79,491 as of March 31, 2025 [181]. Risks and Uncertainties - The company has not generated any revenue to date and does not expect to do so for at least the next few years, pending regulatory approval of its product candidates [174]. - The company is subject to various risks, including the success of research and development programs and regulatory approval for product candidates [179]. - General and administrative expenses increased to approximately $0.7 million for the three months ended March 31, 2025, from $0.4 million in the same period of 2024, driven by professional fees and stock-based compensation [171].

Financial Performance - As of September 30, 2024, the company had an accumulated deficit of approximately $22.9 million[175]. - 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[187]. - Net cash used in operating activities was approximately $2.2 million for the three months ended September 30, 2024, primarily due to a net loss of approximately $3.4 million[201]. - The company reported net cash provided by financing activities of approximately $20.0 million for the three months ended September 30, 2023, primarily from the Business Combination[205]. Research and Development - For the three months ended September 30, 2024, research and development expenses were approximately $2.8 million, a significant increase from $0.5 million in the same period in 2023[184]. - Research and development expenses for the three months ended September 30, 2024, included $2.8 million in consulting and laboratory-related fees, with no stock-based compensation incurred during this period[185][186]. - The company expects significant increases in expenses related to ongoing research and development and commercialization efforts for its product candidates[190]. - The company is focused on advancing preclinical and clinical development of its product candidates, including EB103 and EB104, and seeking regulatory approval[177]. Business Combination and Financing - The Business Combination on September 29, 2023, resulted in net proceeds of approximately $20.1 million after deducting transaction expenses[191]. - The company has funded its operations primarily through the issuance of Series A Preferred Stock and proceeds from the Business Combination[173]. - The company plans to raise additional capital in the future, but there is no assurance that financing will be available on acceptable terms[200]. - The company has not issued any Equity Line Shares under the Common Stock Purchase Agreement as of the date hereof, despite having the right to direct White Lion to purchase up to $50.0 million in shares[199]. Liabilities and Milestones - The company has agreed to pay Eureka total fees of $33.0 million for the achievement of milestones related to the Phase I/II clinical trial of EB103, with approximately $6.3 million expensed as of September 30, 2024[194]. - As of September 30, 2024, the company had accrued $2.75 million in liabilities related to two patient dosing milestones achieved during the quarter[216]. - The company remitted approximately $9.3 million to Eureka upon the consummation of the Business Combination, with remaining net proceeds expected to fund operations for one year[193]. Stock and Market Information - The closing price of the company's Common Stock was $1.16 per share as of September 30, 2024, significantly lower than the exercise price of the Warrants at $11.50 per share, making it unlikely for warrant holders to exercise their warrants[197]. Accounting and Reporting - The company prepares its financial statements in accordance with U.S. GAAP, requiring estimates and judgments that affect reported amounts of assets, liabilities, revenues, and expenses[219]. - Stock-based compensation costs are recognized as an expense over the requisite service period based on fair value measurements, utilizing the Black-Scholes-Merton option-pricing model[221]. - The fair value of stock options is amortized on a straight-line basis over the vesting period, which generally equals the requisite service period[224]. - 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[225]. - As a smaller reporting company, the company is not required to provide additional market risk disclosures[227]. Collaboration Agreements - The research plan under the Collaboration Agreement with Imugene was completed as of August 30, 2023, with costs shared equally between the parties[213].

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 [591]. - The company has an accumulated deficit of approximately $19.5 million as of June 30, 2024 [580]. - As of June 30, 2024, the company reported a net cash used in operating activities of approximately $16.1 million, primarily due to a net loss of $7.3 million and a decrease in accounts payable [604]. Expenses - 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 [588]. - General and administrative expenses increased significantly to approximately $3.2 million for the year ended June 30, 2024, compared to $0.7 million in 2023, driven by higher professional fees and stock-based compensation [590]. - The company anticipates significant increases in expenses related to ongoing research and development, regulatory approvals, and public company operations [594]. Cash and Financing - As of June 30, 2024, the company had cash of approximately $4.2 million, with ongoing operations dependent on cash reserves and future financing [592]. - The business combination with UPTD on September 29, 2023, resulted in net proceeds of approximately $20.1 million after transaction expenses and share redemptions [595]. - The company raised approximately $20 million in net proceeds from the Business Combination, with financing activities providing approximately $12.8 million for the year ended June 30, 2024 [608]. - The company plans to raise additional capital in the future, but the ability to do so is subject to market conditions and other uncertainties [603]. Revenue Generation - The company has not generated any revenue to date and does not expect to do so for at least the next few years until regulatory approvals are obtained [593]. Clinical Development - The company is advancing the Phase I/II STARLIGHT-1 Clinical Trial for its product candidate EB103, which targets CD19 [577]. - The company has paid approximately $11.2 million to Eureka for services and milestone achievements related to its T-cell therapies [580]. - 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 [596]. - The company has a total fee obligation of $33 million to Eureka for achieving milestones related to the Phase I/II clinical trial of EB103, with $3.5 million already expensed as of June 30, 2024 [597][615]. Stock and Equity - As of June 30, 2024, the closing price of the company's Common Stock was $1.05 per share, significantly lower than the exercise price of $11.50 for the Warrants, making it unlikely for warrant holders to exercise their Warrants [600]. - The company has not issued any Equity Line Shares under the Common Stock Purchase Agreement, which allows for up to $50 million in aggregate gross purchase price of newly issued shares, pending stockholder approval [601][616]. - The company has fully paid the license fee to Eureka, including a milestone payment of $50,000 related to the submission of EB103 to the FDA [612]. Risks and Compliance - The company is subject to various risks that could impact future operations, including competition, regulatory approval, and the success of R&D programs [599]. - The company has no off-balance sheet arrangements as of June 30, 2024 [609]. Accounting and Valuation - Financial statements are prepared in accordance with U.S. GAAP, requiring estimates and judgments that affect reported amounts of assets, liabilities, revenues, and expenses [618]. - 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 [620]. - The fair value of stock options is estimated at the grant date and amortized on a straight-line basis over the vesting period [620]. - Different assumptions in the Black-Scholes-Merton model could materially impact stock-based compensation expense in future periods [621]. - Compensation expense for awards with graded vesting is recognized over the requisite service period, generally equal to the vesting term [623].

Financial Performance - The company has an accumulated deficit of approximately $15.5 million as of March 31, 2024[177]. - The net loss for the three months ended March 31, 2024, was approximately $0.5 million, down from $2.7 million for the same period in 2023[188]. - The net loss for the nine months ended March 31, 2024, was approximately $3.4 million, compared to $8.4 million for the same period in 2023[193]. - Net cash used in operating activities was approximately $15.8 million for the nine months ended March 31, 2024, primarily due to a net loss of $3.4 million and significant payments to Eureka[207]. 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[185]. - 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[190]. - The company anticipates significant increases in expenses related to ongoing research and development and public company operations following the Business Combination[197]. 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[187]. - 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[192]. Cash and Financing - As of March 31, 2024, the company had cash of approximately $4.7 million[194]. - Net cash provided by financing activities was approximately $13.1 million for the nine months ended March 31, 2024, driven by $20 million in net proceeds from the Business Combination[212]. - Estrella received net proceeds of approximately $20.1 million from the Business Combination after deducting $5.07 million for stock redemptions and transaction expenses[198]. - The company plans to raise additional capital in the future to support research and development, but market conditions may affect the availability of financing[206]. Stock and Equity - The Common Stock Purchase Agreement with White Lion allows the company to sell up to $50 million in shares, but majority stockholder approval is required for issuances exceeding 20% of outstanding shares[205][221]. - The company has issued 312,200 Founder Shares and 1,107,500 Private Shares, which are entitled to registration rights under a registration rights agreement[223]. - A registration statement was filed with the SEC on October 10, 2023, and was declared effective on December 28, 2023, covering various shares including Founder Shares and Equity Line Shares[223]. Licensing and Payments - Estrella agreed to pay Eureka total fees of $33 million for clinical trial services related to the EB103 product candidate, with $3.5 million prepaid for initial milestones[200][220]. - The company has fully paid the license fee to Eureka, with a milestone payment of $50,000 related to the submission of EB103 to the FDA made on October 10, 2023[216]. Market Conditions and Revenue - The company has not generated any revenue to date and does not expect to do so for at least the next few years[196]. - As of May 13, 2024, the closing price of the Common Stock was $1.07 per share, significantly lower than the $11.50 exercise price of the Warrants, making it unlikely for warrant holders to exercise[204]. Accounting and Reporting - The company prepares its financial statements in accordance with U.S. GAAP, requiring estimates and judgments that affect reported amounts of assets, liabilities, revenues, and expenses[224]. - Stock-based compensation costs are recognized over the requisite service period based on fair value measurements using the Black-Scholes-Merton option-pricing model[225]. - The fair value of stock options is amortized as compensation cost on a straight-line basis over the vesting period, which is generally the requisite service period[225]. - 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[227]. - Compensation expense for awards with graded vesting is recognized over the requisite service period applicable to each individual award[228]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[229].

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 ...