Estrella Immunopharma, Inc. Files Amendment No. 1 to Annual Report on Form 10-K

Key Highlights from the 10-K/A Filing

• Company: Estrella Immunopharma, Inc.
• Fiscal Year End: December 31, 2025
• Filing Date of Amendment: April 30, 2026
• Location: 5858 Horton Street, Suite 370, Emeryville, CA 94608
• Trading Symbols: ESLA (Common Stock), ESLAW (Warrants)
• Exchange: Nasdaq Stock Market LLC
• Shares Outstanding as of March 12, 2026: 42,665,228
• Market Value of Public Float as of March 12, 2026: \$20,496,203 (based on \$1.25/share)
• Principal Accountant: Macias Gini & O’Connell LLP (Walnut Creek, CA)
• Company Status: Non-accelerated filer, smaller reporting company, and emerging growth company. Not a shell company.

Details of the Amendment and What Shareholders Need to Know

Estrella Immunopharma, Inc. filed Amendment No. 1 to its Form 10-K for the fiscal year ended December 31, 2025. The purpose of this amendment is to provide material information previously omitted from the original report, specifically relating to Part III (Items 10, 11, 12, 13, and 14), which covers corporate governance, executive compensation, security ownership, related transactions, and accountant fees. This was done in reliance on SEC rules allowing delayed filing of certain information.

This amendment does NOT include new financial statements or corrections to previously issued financial statements. Investors should be aware that the information in this amendment is intended to supplement, not update, previous disclosures. No financial results or material accounting changes are included in this filing. The company explicitly states that no events subsequent to the original 10-K filing date are reflected in this amendment; it should be read alongside the original 10-K and any subsequent SEC filings.

Executive Compensation and Corporate Governance

• CEO (Cheng Liu) and CFO (Peter Xu) Compensation for 2025:
  • Base Salary: \$250,962 each
  • No bonuses, option awards, or non-equity incentive plan compensation reported for 2025
  • No other compensation reported
• Equity Compensation Plan:
  • 3,600,000 options, warrants, and rights outstanding under plans approved by security holders
  • Weighted average exercise price: \$0
  • 3,781,860 securities available for future issuance under equity compensation plans
• Security Ownership: Eureka Therapeutics, Inc. is reported as a 5%+ shareholder with 25,277,831 shares (59.3% ownership).

Corporate Governance, Related Transactions, and Board Practices

• Board Committees: The Board is actively engaged in reviewing audit results, corporate governance practices, compensation of executive officers and directors, related party transactions, and risk assessment policies.
• Code of Business Conduct and Ethics: Applies to all directors, officers, and employees, available on Estrella’s website.
• Director Independence: Information on director independence is referenced and available in Item 10.
• Related Party Transactions: No transactions exceeding \$120,000 or 1% of assets involving related persons occurred in 2025, except as disclosed in Note 5 to the original financial statements.
• Section 16(a) Compliance: All required filings were completed except one late Form 4 by CFO Jiandong Xu and two by CEO Cheng Liu and CFO Jiandong Xu, reporting purchases of common stock.

Audit and Certification

• Principal Accountant: Macias Gini & O’Connell LLP, Walnut Creek, CA.
• Auditor Firm ID: 324
• Sarbanes-Oxley Compliance:
  • Certifications from CEO and CFO included
  • No Section 404(b) audit attestation included
  • No Section 906 certification filed, as no financial statements are included in this amendment

Potentially Price-Sensitive Information for Shareholders

No material new financial information, restatements, or corrections are included in this amendment.
The amendment is primarily administrative, providing delayed disclosures of governance, compensation, and related matters. However, the following could impact investor sentiment:

• High insider ownership: Eureka Therapeutics, Inc. owns 59.3% of the company, which may affect control and future corporate actions.
• Executive compensation: Relatively modest compensation for CEO and CFO, with no reported bonuses or equity awards for 2025, could signal conservative financial management or lack of performance-based rewards.
• No new related party transactions: Absence of material related party transactions may reassure investors about conflict-of-interest risks.
• Filing delays: The late reporting of insider transactions may be a point of concern for governance-focused investors, though the filings were ultimately completed.
• No financial statement corrections: No restatements or corrections were made, which may be viewed positively as it signals accuracy in previous reporting.

Conclusion for Investors

The Amendment No. 1 to Estrella Immunopharma’s Form 10-K does not provide new financial results or corrections, but it does supply important governance and compensation details. Shareholders should note the high insider ownership, the lack of bonus or equity awards for executives in 2025, and the absence of material related party transactions. The company remains an emerging growth and smaller reporting company, with significant equity available for future issuance.

Investors should monitor future filings for any material changes in financial condition, governance, or compensation practices that may impact share value.

Disclaimer: This article is a summary and analysis of Estrella Immunopharma, Inc.’s SEC filing for informational purposes only. It does not constitute investment advice, and readers should not rely solely on this information for investment decisions. Investors are advised to consult the original SEC filings and seek professional advice before making any investment decisions.

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