Filed 2026-03-18 · Period ending 2025-12-31 · 92,770 words · SEC EDGAR
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# Estrella Immunopharma, Inc. (ESLA) — 10-K **Filed:** 2026-03-18 **Period ending:** 2025-12-31 **Accession:** 0001213900-26-029357 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1844417/000121390026029357/) **Origin leaf:** 88028a4f3f276c8fe458582ff7ca38d22a29293d2b40f7a1beda03ffb0e264b4 **Words:** 92,770 --- ** ** **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 December 31, 2025** **OR** ** TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **** **FOR THE TRANSITION PERIOD FROMTO** **Commission File Number 001-40608** **** **ESTRELLA IMMUNOPHARMA, INC.** **(Exact name of Registrant as specified in its Charter)** | Delaware | | 86-1314502 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | | | | | | | 5858 Horton Street, Suite 370 Emeryville, California | | 94608 | | | (Address of principal executive offices) | | (Zip Code) | | **Registrants telephone number, including area code: (510) 318-9098** Securities registered pursuant to Section 12(b) of the Act: | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | | | Common Stock, par value $0.0001 per share | | ESLA | | The Nasdaq Stock Market LLC | | | Warrants, each warrant exercisable for one share of Common Stock, each at an exercise price of $11.50 per share | | ESLAW | | The Nasdaq Stock Market LLC | | Securities registered pursuant to Section 12(g) of the Act: **None** **** Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | Large accelerated filer | | Accelerated filer | | | | Non-accelerated filer | | Smaller reporting company | | | | Emerging growth company | | | | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of $1.25 per share of the Registrants common stock on the Nasdaq Stock Market LLC on March 12, 2026, was $20,496,203. The number of Registrants shares of common stock outstanding as of March 12, 2026 was 42,665,228. **Documents incorporated by reference** Portions of the registrants Proxy Statement for the 2026 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrants fiscal year ended December 31, 2025. **TABLE OF CONTENTS** **** | | Page | | | PART I | 1 | | | Item 1. Business | 1 | | | Item 1A. Risk Factors | 27 | | | Item 1B. Unresolved Staff Comments | 86 | | | Item 1C. Cybersecurity | 86 | | | Item 2. Properties | 87 | | | Item 3. Legal Proceedings | 87 | | | Item 4. Mine Safety Disclosures | 87 | | | | | | | PART II | 88 | | | Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 88 | | | Item 6. [Reserved] | 88 | | | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations | 89 | | | Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 93 | | | Item 8. Financial Statements and Supplementary Data | 94 | | | Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 94 | | | Item 9A. Controls and Procedures | 94 | | | Item 9B. Other Information | 95 | | | Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 95 | | | | | | | PART III | 96 | | | Item 10. Directors, Executive Officers and Corporate Governance | 96 | | | Item 11. Executive Compensation | 96 | | | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 96 | | | Item 13. Certain Relationships and Related Transactions, and Director Independence | 96 | | | Item 14. Principal Accounting Fees and Services | 96 | | | | | | | PART IV | 97 | | | Item 15. Exhibits and Financial Statement Schedules | 97 | | | Item 16. Form 10-K Summary | 101 | | i **** **Estrella MARKET AND INDUSTRY DATA** **** This Annual Report includes estimates regarding market and industry data and forecasts, which are based on our own estimates utilizing our managements knowledge of and experience in, as well as information obtained from our subscribers, trade and business organizations, and other contacts in the market sectors in which we compete, and from statistical information obtained from publicly available information, industry publications and surveys, reports from government agencies, and reports by market research firms. We confirm that, where such information is reproduced herein, such information has been accurately reproduced and that, so far as we are aware and are able to ascertain from information published by publicly available sources and other publications, no facts have been omitted that would render the reproduced information inaccurate or misleading. Industry publications, reports, and other published data generally state that the information contained therein has been obtained from sources believed to be reliable, but we cannot assure you that the information contained in these reports, and therefore the information contained in this Annual Report that is derived therefrom, is accurate or complete. Our estimates of our market position may prove to be inaccurate because of the method by which we obtain some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process, and other limitations and uncertainties. As a result, although we believe our sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness. **CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS** **** This Annual Report contains forward-looking statements. All statements other than statements of historical facts contained in this Annual Report are forward-looking statements. This includes, without limitation, statements regarding our vision and business strategy, including the plans and objectives of management for our future operations; our market opportunities, our future revenue opportunities, performance of our partnerships, and our future performance and financial condition. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Annual Report, words such as anticipate, believe, continue, could, estimate, expect, expected to, intend, may, might, plan, possible, potential, predict, project, should, strive, would, and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Annual Report, including, but not limited to: | | | the projected financial information, anticipated growth rate, and market opportunities of Estrella; | | | | | the ability to maintain the listing of the Common Stock on Nasdaq; | | | | | Estrellas public securities potential liquidity and trading; | | | | | Estrellas ability to raise financing in the future; | | | | | Estrellas success in retaining or recruiting, or changes required in, officers, key employees, or directors; | | | | | potential effects of extensive government regulation; | | | | | Estrellas future financial performance and capital requirements; | | | | | the impact of supply chain disruptions; | | | | | high inflation rates and interest rate increases; | | | | | the impact of the 2022 Russian invasion of Ukraine, 2023 Israel/Hamas conflict and the 2026 armed conflict between the United States/Israel and Iran; | | | | | the impact of pandemics, including on preclinical studies and potential future clinical trials; and | | | | | factors relating to the business, operations, and financial performance of Estrella, including: | | ii | | | Estrellas ability to operate as a standalone company; | | | | | the initiation, cost, timing, progress, and results of research and development activities, preclinical studies, or clinical trials with respect to Estrellas current and potential future product candidates; | | | | | Estrellas ability to advance research on EB103 and its use in conjunction with CF33-CD19t; | | | | | Estrellas ability to identify, develop, and commercialize product candidates; | | | | | Estrellas ability to advance its current and potential future product candidates into, and successfully complete, preclinical studies and clinical trials; | | | | | Estrellas or Eurekas ability to obtain and maintain regulatory approval of Estrellas current and potential future product candidates, and any related restrictions, limitations, and/or warnings in the label of an approved product candidate; | | | | | Estrellas ability to obtain funding for its operations; | | | | | Estrellas and Eurekas ability to obtain, maintain and enforce intellectual property protection for their technologies and product candidates; | | | | | Estrellas ability to successfully commercialize its current and any potential future product candidates; | | | | | the rate and degree of market acceptance of Estrellas current and any potential future product candidates; | | | | | regulatory developments in the United States and international jurisdictions; | | | | | Estrellas and Eurekas ability to attract and retain key scientific and management personnel; | | | | | Estrellas ability to effectively manage the growth of its operations; | | | | | Estrellas ability to maintain its current licenses and contractual arrangements with Eureka; | | | | | potential liability lawsuits and penalties related to Estrellas licensed or acquired technologies, product candidates, and current and future relationships with third parties; | | | | | Estrellas ability to continue to contract with third-party suppliers and manufacturers and their ability to perform adequately under those arrangements; and | | | | | Estrellas ability to compete effectively with existing competitors and new market entrants. | | These forward-looking statements are based on information available as of the date of this Annual Report and current expectations, forecasts, and assumptions, and involve a number of judgments, risks, and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. We intend the forward-looking statements contained in this Annual Report to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. iii **SUMMARY RISK FACTORS** **** Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled Risk Factors in this Annual Report, that represent challenges that we face in connection with the successful implementation of our strategy and the growth of our business. In particular, the following considerations, among others, may offset our competitive strengths, or have a negative effect on our business strategy, which could cause a decline in the price of shares of our Common Stock or Warrants and result in a loss of all or a portion of your investment: **Risks Related to Our Financial Condition and Capital Requirements** **** | | We are a clinical-stage biotechnology company with a limited operating history and a history of significant net losses. We expect to incur significant losses for the foreseeable future and may never achieve or maintain profitability. | | | | We will need substantial additional funding to advance our product candidates and support our operations. As of December 31, 2025, we had approximately $1.4 million in cash and cash equivalents. | | | | Our recurring losses and need for additional financing raise substantial doubt about our ability to continue as a going concern. If we are unable to obtain sufficient funding, we may be forced to delay, reduce, or eliminate our product development programs or liquidate our assets. | | **Risks Related to the Development and Commercialization of Our Product Candidates** **** | | Our success depends heavily on the successful clinical development and regulatory approval of our lead product candidate, EB103, and our ability to expand our pipeline using the ARTEMIS platform. | | | | Clinical trials are expensive, time-consuming, difficult to design, and involve uncertain outcomes. We may experience delays in enrolling patients, serious adverse events (such as those observed in similar therapies), or failures to demonstrate safety and efficacy, which could prevent regulatory approval. | | | | Interim, topline, and preliminary data from our clinical trials may change as more data becomes available and are subject to audit and verification procedures that could result in material changes in the final data. | | | | Even if we obtain regulatory approval, our products may face significant competition from larger pharmaceutical companies, may fail to achieve market acceptance, or may be subject to unfavorable pricing and reimbursement policies. | | **Risks Related to Our Relationship with Eureka Therapeutics and Third Parties** **** | | We are a controlled company within the meaning of Nasdaq rules, as Eureka Therapeutics, Inc. holds more than 50% of our voting power. This concentration of ownership may limit other stockholders ability to influence corporate matters. | | iv | | We are heavily dependent on Eureka for our manufacturing (as our sole supplier of clinical drug product), research and development support, and information technology systems under a Services Agreement. Termination or disruption of these services would severely impact our operations. | | | | Certain of our officers and directors, including our CEO, have actual or potential conflicts of interest due to their dual roles or equity interests in Eureka. | | | | We rely on third parties, including Contract Research Organizations (CROs) and collaborators like Imugene, to conduct our preclinical studies and clinical trials. Their failure to perform satisfactorily could delay our development timelines. | | **Risks Related to Intellectual Property** **** | | Our success depends on our ability to obtain, maintain, and enforce intellectual property rights, many of which are in-licensed from Eureka. | | | | We may be involved in lawsuits to protect or enforce our patents or be subject to claims that we infringe on the intellectual property rights of others, which could be expensive and time-consuming. | | | | Changes in patent law or the inability to protect our trade secrets could diminish the value of our proprietary technology. | | **Risks Related to Regulatory and Legal Compliance** **** | | The regulatory approval process in the U.S. and foreign jurisdictions is lengthy and unpredictable. We may encounter delays or rejections based on FDA feedback or changes in regulatory policy. | | | | We handle sensitive personal data and are subject to stringent data privacy laws (such as GDPR, CCPA, and HIPAA). Failure to comply could result in significant fines and reputational harm. | | | | We are subject to healthcare fraud and abuse laws, anti-corruption laws (FCPA), and other regulations; non-compliance could result in severe penalties. | | **Risks Related to Our Common Stock and Internal Controls** **** | | We have identified material weaknesses in our internal control over financial reporting related to a lack of qualified accounting personnel. If not remediated, this could affect the reliability of our consolidated financial statements. | | | | We have a history of non-compliance with Nasdaq listing standards, including minimum bid price and market value requirements. Failure to maintain compliance could result in the delisting of our Common Stock. | | | | The market price of our Common Stock is likely to be highly volatile, and future sales of shares could result in substantial dilution to existing stockholders. | | v **PART I** In this Annual Report, unless the context otherwise requires, references to we, us, our, Estrella, or the Company refer to Estrella Biopharma, Inc. as a private company before September 29, 2023, and, on and after September 29, 2023, refer to Estrella Immunopharma, Inc. and, where appropriate, Estrella Biopharma, Inc. as a wholly-owned subsidiary of Estrella Immunopharma, Inc. prior to Estrella Biopharma, Inc. merging with and into Estrella Immunopharma, Inc. on June 30, 2024. **** **Item 1. Business.** **Overview** **** We are a clinical-stage biopharmaceutical company developing T-cell therapies to address treatment challenges for patients with cancers and autoimmune diseases. Our strategy is to harness the evolutionary power of the human immune system to provide patients with potentially safer, more efficacious T-cell therapies compared to traditional CAR-T therapies. Leveraging cutting-edge cellular engineering technologies, we aim to overcome the limitations of current CAR-T therapies, such as high toxicity and prohibitive costs, so that T-cell therapy treatments can be accessible to a larger patient population. **Lead Program Status** Our innovative ARTEMIS T Cell Receptor Platform uniquely designs T cells that, unlike a traditional CAR-T cell, are activated and regulated upon engagement with cancer targets using cellular mechanisms more resembling those from the endogenous T-cell receptor (TCR). Our lead product candidate, EB103, is a CD19-directed ARTEMIS T-cell therapy designed to address the unmet medical needs of patients with relapsed or refractory B-cell malignancies, especially those who are not eligible for currently approved T-cell therapies. EB103 is currently in the dose expansion portion of a Phase I/II clinical trial (STARLIGHT-1) in patients with relapsed/refractory B-cell Non-Hodgkins Lymphomas. As of December 2025, we have completed the second dose cohort in the Phase I dose-escalation portion of our STARLIGHT-1 Phase I/II clinical trial of EB103, and an independent Data Safety Monitoring Board (DSMB) has completed its review of safety data from the Phase I dose-escalation phase (n=9) and recommended advancing the trial into the Phase II expansion phase at the recommended Phase II dose (RP2D). In the Phase I dose-escalation phase, no treatment-related serious adverse events were reported, and the high-dose cohort achieved a 100% complete response rate at Month 1 in all evaluable patients, a majority of whom were considered high-risk and ineligible for currently available commercial CD19 products. **Additional Product Candidates** We are also developing EB104, which are T-cells that utilize ARTEMIS technology to target not only CD19, but also CD22. Like CD19, CD22 is expressed on the surface of most B-cell malignancies. EB104s dual-targeting strategy has the potential to more effectively treat patients with lower surface CD19 density or a greater prevalence of CD22, thus potentially reducing relapse due to CD19 antigen loss. 1 **** Solid tumors represent approximately 90% of all cancers. To date, T-cell therapy such as CAR-T has demonstrated limited success in treating solid tumors. One major barrier limiting the potential of T-cell therapy is the lack of tumor-specific targets. We believe that, in collaboration with Imugene and Imugenes product candidate, CF33-CD19t, an oncolytic virus, EB103 T-cells have the potential to overcome this barrier using a mark and kill strategy. This mark and kill strategy entails using CF33-CD19t, to induce solid tumor cells into expressing the CD19 protein on the cell surface. Our EB103 T-cells can then pursue and kill the solid tumor cells expressing exogenous CD19, offering a potential treatment to cancers that lack solid tumor-specific targets. **Corporate History** On June 28, 2022, pursuant to a Contribution Agreement between Estrella and Eureka, Eureka contributed certain assets related to T-cell therapies targeting CD19 and CD22 in exchange for 105,000,000 shares of Estrellas Series AA Preferred Stock (Separation), On September 29, 2023, Estrella completed a business combination (the Business Combination) with TradeUP Acquisition Corp. (UPTD), a blank-check company, under the terms of the Agreement and Plan of Merger dated September 30, 2022. Following the merger, Estrella became a wholly owned subsidiary of UPTD, and UPTD was renamed Estrella Immunopharma, Inc. On June 26, 2024, Estrella Immunopharma, Inc. merged with its wholly owned subsidiary, Estrella Biopharma, Inc., under Section 253 of the Delaware General Corporation Law. The merger, effective on June 30, 2024, was approved by the Board of Directors and resulted in Estrella Immunopharma, Inc. assuming all assets, liabilities, and obligations of Estrella Biopharma, Inc.On November 27, 2024, the Company established a wholly owned subsidiary in Hong Kong. **Our Strategy** **** Key elements of our business strategy include: | | | Effectively progress EB103, our lead product candidate, through clinical development. We believe our autologous T-cell therapies have the potential to overcome major limitations of currently approved CAR-T cells with superior safety and efficacy, allowing access to significantly more patients. As of December 2025, we have completed the dosing of nine patients in the Phase I dose escalation phase of STARLIGHT-1 and have initiated Phase II dose expansion phase at the RP2D. We anticipate completing the Phase II portion of the STARLIGHT-1 clinical trial in 1H2027. | | | | Expand Total Addressable Market (TAM) in CD19-positive cancers through the demonstration of safety and efficacy of ARTEMIS T-cell in clinical settings for patients not eligible for currently approved T-cell therapies: EB103s safety profile positions it for potential use in earlier-line treatments, broader adoption in community hospital settings rather than being restricted to specialized medical centers, and the ability to treat high-risk patient groups, thereby increasing market penetration and patient accessibility. | | | | Advance our second product candidate, EB104, into clinical development. We are compiling an Investigational New Drug (IND) filing for EB104 for the treatment of relapsed/refractory and high-risk B cell malignancies. Phase I trials may not commence until the FDA has approved the Investigational New Drug (IND) Application for EB104. | | | | Explore the use of EB103 in conjunction with CF33-CD19t for multiple indications of solid tumors through clinical development. If the Phase I/II Starlight-1 Clinical Trial is successful, we plan to submit an IND filing for the use of EB103 in conjunction with CF33-CD19t in the future. At this time, we have not determined the solid tumor indications to target or an exact timeframe for filing our IND application. | | 2 | | Continue to innovate to develop and advance a novel T-cell therapy pipeline. We are committed to developing more disruptive therapies that have the potential to be adopted in earlier lines of treatment and to be delivered in community outpatient settings, as well as treat patients in diverse indications beyond cancer, such as autoimmune diseases. | | **Our Pipeline of Clinical Programs** **** We intend to initially focus on advancing our CD19-Redirected ARTEMIS T Cell programs in relapsed/refractory and high-risk blood cancers. Meanwhile, we are advancing a robust pipeline for other hematologic malignancies, solid tumor and autoimmune disease. Our commitment to safety, accessibility, and cost-effectiveness positions us to redefine the T-cell therapy paradigm and deliver transformative solutions to more patients. The following chart summarizes our clinical programs: * **Our Therapeutic Focus** **** Our primary focus is on developing innovative therapies for CD19-positive cancers, a significant subset of hematologic malignancies with high unmet medical needs. Currently approved therapies, such as Kymriah (Novartis) and Yescarta (Kite Pharma), have demonstrated efficacy in relapsed or refractory B-cell malignancies but face limitations due to: | | Severe Toxicities: High rates of Cytokine Release Syndrome (CRS) and immune effector cell-associated neurotoxicity syndrome (ICANS), often requiring hospitalization and intensive management. | | | | High Costs: Complex and individualized manufacturing processes that result in significant financial burdens. | | | | Restricted Access: Limited availability in specialized tertiary care centers. | | 3 **Our Approach:** EB103 aims to address these challenges by enhancing safety, scalability, and accessibility. Its excellent safety profile allows for broader patient eligibility, including individuals with comorbidities or advanced age and potentially expands treatment access to community settings. Our streamlined production process also enables us to lower the cost of manufacturing. **** **Opportunities for Increasing Total Accessible Market (TAM) for Blood Cancers with a Best-in-Class CD19 T-cell Therapy** **Hematological Cancers** Hematological cancers, or blood cancers, are cancers that begin in blood-forming tissues, such as the bone marrow, or in the bodys immune cells. Examples of hematologic cancers are leukemia, lymphoma, and multiple myeloma. Leukemia is a broad term for cancers of the blood cells. The type of leukemia depends on the type of blood cell that becomes cancerous and whether it grows quickly or slowly. The National Cancer Institute (NCI) estimates 66,890 new cases of leukemia in the United States in 2025, representing approximately 3.3% of all new cancer cases. B-cell lymphoma is a type of cancer that forms in B-cells (a type of immune system cell). B-cell lymphomas may be either indolent (slow-growing) or aggressive (fast-growing). NCI estimates 80,350 new cases of non-Hodgkin lymphoma (NHL) in 2025, and B-cell lymphomas make up most (about 85%) of NHL in the United States. There are many different types of B-cell non-Hodgkin lymphomas. These include Burkitt lymphoma (BL), chronic lymphocytic leukemia/small lymphocytic lymphoma (CLL/SLL), diffuse large B-cell lymphoma (DLBCL), follicular lymphoma (FL), and mantle cell lymphoma (MCL). **Limitations of Currently Approved T-cell Therapies** **** The approvals of CAR-T therapies over the recent years demonstrate the viability of T-cell therapies as a new class of cancer immunotherapies. Analogous to the advent of monoclonal antibodies, we believe that T-cell therapies have the potential to become some of the most impactful cancer immunotherapy products over the next decade, but will first need to overcome certain limitations that have constrained widespread use: | | Hyperactivation of T-Cells Resulting in Severe Toxicities. The uncontrolled activation of T-cells can lead to CRS. Currently marketed CAR-T therapies include a boxed warning citing fatal or life-threatening risks of CRS and ICANS. We believe these severe toxicity risks will likely limit the incorporation of these therapies into earlier lines of therapy and their adoption in community outpatient settings. | | | | High Costs and Consequences of Toxicities. CRS and ICANS are very costly side effects to manage. The risk of these occurrences results in standard treatment protocols that can add significant indirect costs on top of direct reimbursement costs and are burdensome to patients and the healthcare system overall. Currently, the average cost of standard CAR-T cell treatment plans is approximately $400,000. | | | | Challenges in the Treatment of Solid Tumor Cancers. Due to its ability to target cancer-specific intracellular antigens, the currently preferred T-cell therapy platform to target solid tumors is engineered T-Cell Receptor T-cells, or TCR-T. However, TCR-T therapies face the following challenges: (i) T-cell receptors, or TCRs, have a suboptimal affinity for their target antigens; (ii) enhancing TCRs affinity for therapeutic purposes can introduce off-target toxicity; and (iii) engineered TCRs can mis-pair with endogenous TCRs, leading to cross-reactivity with unknown consequences. | | According to Grand View Research, the global CAR T-cell therapy market size was estimated at $5.82 billion in 2025 and is projected to reach $22.36 billion by 2033, growing at a compounded annual growth rate of 18.06% from 2026 to 2033. However, currently only about 20% of eligible patients are treated by current CAR-T therapies, due to their various limitations described above. We believe that EB103 and EB104 programs have the potential to overcome these limitations and capture the vast majority of untapped TAM through providing a more selective immune response, limiting tertiary costs associated with side effects of treatment, and attacking solid tumors with a mark and kill strategy. * 4 ** **Emerging opportunities in expanding the curative capacity of T-cell therapy to autoimmune diseases** ** Autoimmune diseases occur when the immune system, which normally defends the body against harmful invaders, mistakenly attacks healthy tissues. These diseases can affect various organs, leading to chronic inflammation, tissue damage, and in some cases, life-threatening complications. Common examples include systemic lupus erythematosus (SLE), rheumatoid arthritis, and multiple sclerosis. The cause is often an overactive immune response, particularly involving autoreactive B cells that produce antibodies targeting the bodys own tissues. Traditional treatments for autoimmune diseases have focused on controlling symptoms and slowing disease progression. B-cell depletion therapies, such as CD20-targeting antibodies (e.g., Rituximab, Ocrelizumab) and BAFF inhibitors (e.g., Belimumab), have provided some relief for conditions like lupus and multiple sclerosis. These therapies aim to reduce the number of autoreactive B cells. However, most existing treatments only manage symptoms and are rarely curative. Long-term administration is often required, and patients may experience serious side effects, while the underlying disease continues to progress or return. We believe CD19-redirected T-cell therapy offers a promising new approach to treating autoimmune diseases. In recent clinical studies, CD19-redirected CAR T-cell therapy has demonstrated the potential to go beyond symptom management by depleting the entire population of autoreactive B cells, leading to rapid and durable disease remission. A notable study in lupus patients demonstrated that a single dose of CD19-targeting CAR T-cells resulted in significant improvements, with most patients entering remission and experiencing long-lasting benefits. We plan to expand our clinical investigation of our CD19-redirected ARTEMIS T-cell therapy into autoimmune diseases. Our EB201 program, in preclinical development, is being explored as a potential therapeutic approach targeting Systemic Lupus Erythematosus (SLE). **Our Technology Platform: The ARTEMIS T-Cell Receptor System** We hold an exclusive license from Eureka Therapeutics (Eureka) to utilize the proprietary ARTEMIS Cell Receptor platform to develop and commercialize T-cell therapies targeting CD19 and CD22 for the treatment of hematologic malignancies. Under our License Agreement, we hold exclusive rights to develop and commercialize ARTEMIS-based products targeting CD19 and CD22 in all territories worldwide, excluding Greater China and Association of Southeast Asian Nations (ASEAN) countries, which are retained by Eureka. The ARTEMIS platform utilizes an Antibody-T Cell Receptor (AbTCR) architecture designed to potentially overcome limitations associated with conventional chimeric antigen receptor (CAR) T-cell therapies, such as toxicity and exhaustion. Unlike conventional second-generation CAR-T therapies, which rely on synthetic fusion proteins that can drive chronic hyperactivation (tonic signaling) and premature T-cell exhaustion, the ARTEMIS AbTCR is designed to mimic the natural regulation of native T-cells by recruiting endogenous CD3 complex to initiate T-cell activation. A critical differentiating feature of our platform is that the co-stimulatory molecule is provided as a separate protein rather than being covalently linked to the activation domain. By separating these signals, the ARTEMIS platform is designed to mimic the bodys natural immune regulation, potentially limiting T-cell hyperactivation. Based on Eurekas internal and published studies in *Cell Discovery1* (with CHOP/UPenn) and *Cell Reports Medicine2* (with NCI), we believe the ARTEMIS platform offers distinct advantages over conventional CAR-T constructs: | | Improved Safety Profile and Economic Potential: In head-to-head comparisons with market-standard CAR-T constructs, ARTEMIS T-cells demonstrated comparable or superior antitumor potency with significantly reduced release of inflammatory cytokines, such as IL-6, which are drivers of cytokine release syndrome (CRS) and neurotoxicity. We believe this improved safety profile has the potential to allow for the administration of our therapies in outpatient settings rather than dedicated cancer centers, thereby decreasing the costs associated with patient monitoring and hospital stays. | | | 1 | Cell Discovery 4, 62 (2018): doi:10.1038/s41421-018-0066-6 | | | 2 | Cell Reports Medicine 6, 102378 (2025) doi: 10.1016/j.xcrm.2025.102378. | | 5 | | Efficacy in Low-Antigen Density Tumors: Conventional CAR-T therapies often fail when tumor cells express low levels of target antigen, leading to tumor escape. The NCI studies from 2025 (conducted with the ARTEMIS platform targeting GPC2 in solid tumors) demonstrated that ARTEMIS T-cells maintain cytotoxic function at antigen densities below the threshold required to activate conventional CAR-T cells. The ability for ARTEMIS T-cells to function at a lower antigen level can potentially expand the addressable patient population and reduce the risk of relapse. | | | | Superior T cell Phenotype: Preclinical data indicates that the ARTEMIS architecture promotes the expansion of stem-like memory T-cells (TSCM) and reduces exhaustion markers compared to standard CAR-T constructs. The TSCM subset of T cells have been reported to be associated with long-term persistence and durability of clinical response. | | **STARLIGHT-1: US Phase I/II Clinical Trial of EB103** EB103 is our lead CD19-targeted ARTEMIS T-cell therapy product candidate designed to address high unmet medical needs in patients with relapsed or refractory aggressive B-cell non-Hodgkin lymphoma (r/r B-NHL). We are currently evaluating EB103 in an open-label, dose escalation, multi-center, Phase I/II clinical trial in the U.S. (STARLIGHT-1, NCT06343311) in adult subjects ( 18 years of age) with relapsed/refractory (R/R) B-cell NHL. The study includes a dose escalation phase followed by an expansion phase. A traditional dose escalation model was used to determine the RP2D. The trial began enrolling patients in 2024, with UC Davis Comprehensive Cancer Center as the first clinical site. A second site (Baylor Scott and White Research Institute in Texas) was activated in April 2025. * As of December 2025, the Phase I dose escalation phase has been completed. The enrolled patient population (n=9) was heavily pretreated, with a median of three prior lines of therapy. Approximately 80% of the enrolled patients were considered high-risk, including patients with primary refractory disease, high-grade B-cell lymphoma, and primary CNS lymphoma. Notably, 33% of patients had undergone prior autologous stem cell transplantation, and 89% had received two or more prior regimens. Two dose levels were evaluated in Phase I: Dose Level 1 (DL1, n=3) at 2.5 million receptor-positive T cells/kg, and Dose Level 2 (DL2, n=6) at 5 million receptor-positive T-cells/kg. Among the 9 patients in Phase I, no treatment-related serious adverse events were reported, and the high-dose cohort achieved a 100% complete response rate at Month 1 in all 5 evaluable patients. **Safety and tolerability** EB103 has a favorable and manageable safety profile in the nine patients treated in Phase I. While Cytokine Release Syndrome (CRS) was observed in all treated patients, all CRS events were low grade (Grade 1 or 2) and managed with standard of care. There were no instances of Grade 3 or higher CRS observed at either dose level. A majority of patients also experienced transient low grade ICANS, though the clinical symptoms were easily managed and the median duration of the events was only two days 6 **Clinical Efficacy** In the Phase I study the high-dose cohort (DL2) achieved a 100% (n=5/5) complete response rate at Month 1 in all evaluable patients. One patient in the DL2 cohort experienced Grade 5 sepsis on Day 18; this event was determined by the investigator to be unrelated to the EB103 therapy. Consequently, this patient was not evaluable for efficacy response. Responses for all evaluable patients have been durable to date, with all patients remaining in remission as of the data cutoff date on January 28, 2026. **Pharmacokinetics** Analysis of peripheral blood samples confirmed robust cellular expansion of EB103. Pharmacokinetic data determined by quantification of the EB103 transgene vector copy number showed a median Cmax of 77,693 copies/ug gDNA with a median Tmax of 8 days. **Development Plan** In December 2025, an independent Data Safety Monitoring Board (DSMB) completed its review of safety data from the Phase I dose-escalation phase (n=9) and recommended advancing the trial into the Phase II expansion phase at the recommended Phase II dose (RP2D). Patient dosing for Phase II has commenced in January 2026 to further evaluate EB103 at RP2D in a larger patient cohort to confirm the Phase I results. 7 Manufacturing* ** Pursuant to the Services Agreement and Statement of Work #001, among other services, Eureka agreed to provide Estrella with access to Eurekas T-cell manufacturing and lentiviral vector (LVV) processes in connection with the IND application and clinical trials for EB103. See *Material Agreements - Services Agreement and Statement of Work #001* below for additional information regarding the terms of the agreements. **EB104 T-cells** **** EB104 T-cells are engineered to express ARTEMIS cell receptors (i.e., the AbTCR and co-stimulatory molecule) on their cell surfaces in a manner similar to EB103. Like EB103, both the AbTCR and co-stimulatory molecule of EB104 are designed to recognize and bind the CD19 antigen. In addition, the AbTCR in EB104 T-cells recognizes and binds the CD22 antigen as well. Once infused, EB104 T-cells are able to engage CD19- and CD22-positive cancer cells. The AbTCR expressed on the EB104 T-cell by its nature associates, via its effector domain ( TCR chains), with the endogenous CD3 complex. When the AbTCR binds to its target, CD19 or CD22, expressed on the cancer cell, AbTCR/CD3 complex-mediated signal transduction within the EB104 T-cell is initiated. This signal transduction process ultimately leads to the activation of the EB104 T-cell. A second enhancement signal is generated when the co-stimulatory molecule expressed on the EB104 T-cells binds to its target, CD19, expressed on the cancer cell. Although the co-stimulatory molecule expressed on EB104 T-cells cannot bind to CD22, EB104 T-cells are able to engage CD19 or CD22 (with the AbTCR) while the co-stimulatory molecule binds to CD19. Like EB103, the main function of the co-stimulatory molecule is to boost AbTCR signaling, resulting in increased expansion and survival of EB104 T-cells inside the body, and the co-stimulatory molecule has also been optimized to provide EB104 T-cells with enhanced T-cell activation. In summary, EB104 T-cells seek out CD19 and CD22-positive cancer cells, bind to these cells, and destroy them. * Despite impressive outcomes of CAR-T cell treatments over the past five years, more than 50% of patients treated with CD19-targeted CAR-T cell therapy experience progressive disease. In addition, many patients treated with CD19-target CAR-T cell therapies subsequently show absent or low CD19. Further, disease progression associated with loss of cell surface CD19 has been reported in 30 95% of relapses after CD19-targeted CAR-T therapy in B-cell acute lymphoblastic leukemia. We believe that this obstacle can be addressed by dual-targeting both CD19 and CD22 with EB104. For patients that may exhibit lower CD19 surface density, EB104 has the potential to bind to both CD19 and CD22 to increase the odds of effective T-cell therapy. EB104 Preclinical Data* ** To test the anti-tumor activity of EB104 towards low or no CD19 surface expression cancer cells, in 2019, Eureka constructed a Nalm-6-CD19ko cell line, which is a B-cell precursor leukemia cell line, with the knockout of CD19 gene expression. This cell line mimics patients diminished CD19 surface expression after CD19-directed immunotherapies. To confirm if EB104 T-cells have the potential to overcome CD19 antigen loss in cancer cells, Eureka tested the activity of EB104 as well as EB103 cells in mice using NSG xenograft models (which are highly immunodeficient mice) of leukemia with Nalm-6 and Nalm-6-CD19ko cells with a bioluminescence reporter. The total flux from the bioluminescence reporter measured the tumor growth. In the experiments shown below, Eureka tested EB104, EB103, and mock T-cells head-to-head, against the NSG xenograft model, with six mice for each treatment group, respectively. Four days before the T-cells were infused, 0.5x106 leukemia cells Nalm-6 (expressing both CD19 and CD22) with bioluminescence reporter were injected into mice. Four days later, the mice were infused with a total of T-cells containing EB103 or EB104, or mock T cells, using the mock T-cells as the control group. The infusion of EB103 and EB104 showed tumor control until day 21, while the control group showed rapid tumor growth. 8 Furthermore, EB104 showed potentially better tumor control compared to EB103. At day 21, Nalm-6 cells with 1% Nalm-6-CD19ko (expressing CD22, but not CD19) cells were injected into mice that were previously treated by EB103 or EB104 as re-challenge. This re-challenge experiment mimicked the tumor relapse in patients due to CD19 antigen escape. Mice treated with EB104 showed durable tumor control, meaning that the tumor continued to respond to treatment without the cancer growing or spreading, and clearance of tumors, which refers to the complete killing of tumor cells, for a total of more than 60 days, or 40 days after the re-challenge. However, mice treated with EB103 showed rapid tumor growth after the re-challenge. * These pre-clinical results showed that EB104 T-cells have the potential to eradicate Nalm-6 Primary Tumors and Nalm-6-CD19ko re-challenge tumors in the xenograft model, suggesting that EB104 T-cells have the potential to control the growth of tumor cells that do not express CD19. **Our Collaboration with Imugene and CF33-CD19t** **** **CF33-CD19t and EB103** **** A major challenge for current T-cell therapies is the identification of antigens that are expressed only on tumors and not in healthy tissue. In the absence of such restricted expression, CAR-T cell therapy poses considerable safety concerns and potentially narrows therapeutic window for their application against solid tumors. CD19 has been an ideal target for CAR-T cells against hematological malignancies for several reasons, including its highly restricted expression on B cells and acceptable off-tumor and on-target properties. In addition to the shared expression of solid tumor antigens on normal tissue, most of these antigens also have heterogeneous and nonuniform expression patterns in tumors, limiting the potential for effective and durable antitumor responses. Many solid tumors, including triple-negative breast cancers and liver cancers, lack amenable tumor antigens for CAR-T cell development. To potentially address the issue of the lack of solid tumor-specific targets, we are collaborating with Imugene and its product candidate, CF33-CD19t, to research the use of EB103 in conjunction with CF33-CD19t to treat solid tumors using a mark and kill strategy. This mark and kill strategy entails first using CF33-CD19t to infect solid tumor cells which induces them to express the CD19 protein on the cell surface, thereby labeling the tumor cell as a target for EB103 T-Cells. The EB103 T-cells are then infused into the patient where they would target and kill the now CD19-positive solid tumor cells. Collaboration Agreement* ** On October 29, 2021, Eureka entered into a collaboration agreement (the Collaboration Agreement) with Imugene, a clinical stage immuno-oncology company, to evaluate the use of CF33-CD19t in conjunction with Eurekas CD19 ARTEMIS T-cell therapy for the treatment of solid tumors. 9 On July 28, 2022, as part of the Separation, Eureka contributed and assigned the Collaboration Agreement to Estrella. Pursuant to the Collaboration Agreement, Estrella and Imugene have each granted to the other a royalty free, non-exclusive, worldwide license, with the right to grant and authorize sublicenses, to their respective technologies to conduct the research activities each is responsible for performing under the research plan set forth in the Collaboration Agreement. The research plan under the Collaboration Agreement was completed as of August 30, 2023. *Potential Uses and Expansion/Market* ** Solid tumors represent approximately 1,600,000 new cancer cases, or 90% of total cancer diagnoses in the United States, each year. At this time, there are no FDA-approved CAR or TCR-T cell therapies approved for the treatment of solid tumors. Accordingly, it is currently difficult to estimate specific market projections and the potential for our mark and kill strategy. **Our Team and Investors** **** Pursuant to the Services Agreement entered into on June 28, 2022 and Statement of Work entered into on March 4, 2024, we are supported by Eurekas scientific team, which is comprised of leaders in the biopharmaceutical, oncology, and T-cell cancer immunotherapy areas. We have leveraged their expertise to analyze preclinical data and design and implement our clinical trials. Our CEO and President, Dr. Cheng Liu, and members of our scientific advisory board are pioneers in their respective fields, each having spent their careers advancing next-generation technologies and providing treatments in these areas. Our Chief Financial Officer, Peter Xu, brings years of executive experience and investment management abilities. In August 2024 we welcomed Ms. Hong Zhang as our Chairperson of the Board. Ms. Zhang is a highly accomplished executive with over 25 years of experience in financial and corporate strategy. We believe the addition of Ms. Zhang to our Board will bring new opportunities to the companys fundraising efforts. Our Board includes experienced industry leaders and investors who have been involved with many early-stage companies. Furthermore, we are supported by investors who share our belief that the world needs smarter medical treatments and our long-term vision that T-cell therapies have the potential to transform the way we fight cancer. **Competition** **** The biotechnology and pharmaceutical industries are characterized by rapid, unpredictable technological advancement and significant competition. These industries dedicate significant resources to developing novel and proprietary therapies for the treatment of cancer, which often incorporate innovative technologies and incorporate valuable intellectual property. We compete with companies in the cell therapy and immunotherapy space, as well as with companies developing other novel targeted therapies for cancer. If approved, our product candidates will compete with commercially available and development-stage innovative products in the fields of cell and immunotherapy, as well as against existing products generally accepted as the standard-of-care for indications in which we plan to seek marketing approval. We anticipate that we will face intense and increasing competition from many different sources, including new and established biotechnology and pharmaceutical companies, academic research institutions, governmental agencies, and public and private research institutions. Our product candidates cover both hematological malignancies and solid tumors, and we expect to face direct competition in both areas from companies focused on CAR-T and other cell-based therapies. There are currently ten total FDA-approved drugs or therapies targeting CD19, five of which are CD19-targeting T-cell therapies: | COMPANY | | BRAND NAME | | YEAR FIRST APPROVED | | DISEASE(S) | | LOCATIONS APPROVED | | | Novartis | | Kymriah | | 2017 | | Pediatric/Young Adult B-ALL; R/R DLBCL; R/R Follicular Lymphoma | | US, EU, UK | | | Kite Pharma (Gilead) | | Yescarta | | 2017 | | R/R Large B-cell Lymphoma; R/R Follicular Lymphoma; R/R Primary CNS Lymphoma | | US, EU, UK | | | Kite Pharma (Gilead) | | Tecartus | | 2020 | | R/R Mantle Cell Lymphoma (MCL); Adult B-ALL | | US, EU, UK | | | Juno (Bristol Myers Squibb) | | Breyanzi | | 2021 | | R/R LBCL; CLL/SLL; Follicular Lymphoma; Mantle Cell Lymphoma; Marginal Zone Lymphoma | | US, EU, UK | | | Autolus | | Aucatzyl | | 2024 | | Adult Relapsed/Refractory B-cell precursor Acute Lymphoblastic Leukemia (ALL) | | US, EU, UK | | Our competitors operating in the T-cell therapy space include, but are not limited to: | | Novartis (Product: Kymriah) | | | | | Kite Pharma, Inc. (Products: Yescarta, Tecartus, KITE-753 and KITE-363) | | 10 | | Juno Therapeutics Inc. (Bristol Myers Squibb) (Product: Breyanzi) | | | | JW Therapeutics (Product: Carteyva/Relma-cel) | | | | | Allogene Therapeutics (Product: Cema-cel) | | | | | Mustang Bio (Product: MB-106) | | | | | Poseida Therapeutics (Product Candidates: P-MUC1C-ALLO1, and P-CD19CD20-ALLO1) | | | | Autolus Therapeutics PLC (Product Candidates: obe-cel and Auto1/22) | | Our competitors pursuing CD19 targeted drugs outside of the T-cell therapy space include, but are not limited to: | | Amgen, Inc. (Product: Blincyto and Uplizna) | | | | MorphoSys AG (Novartis) (Product: Monjuvi) | | | | ADC Therapeutics SA (Product: Zynlonta) | | Universities and research institutes have been a proven new technology source in the field as well. We also face competition from treatments in the field of immunotherapy which are being developed and/or commercialized by several biotechnology companies as well as by large pharmaceutical companies, whose immuno-oncology programs focus on the same indications or antigen targets as our current pipeline. Other known types of immunotherapy, including but not limited to checkpoint inhibition and cancer vaccines, are not currently direct competitors to T-cell-based therapeutics. However, we cannot predict whether these other types of immunotherapy may eventually show efficacy in the indications for which we may seek marketing approval, and it is possible that we may face direct and substantial competition from such sources in the future. Many of our current or potential competitors, either alone or with a strategic partner, have significantly greater financial, technical, and human resources, as well as more expertise in research and development, manufacturing, preclinical testing, conducting clinical studies and trials and commercializing and marketing approved products. Competitors may compete with us in hiring scientific and management personnel, establishing clinical study sites, registering patients for clinical studies and acquiring technologies complementary to, or necessary for, our programs. Mergers and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated among a smaller number of competitors. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. **Intellectual Property** **** **Overview** **** We own certain unregistered intellectual property rights that we use in connection with our business, including a common law trademark for Estrella. We also own certain plasmids, cell lines, and materials related to CD19 and CD22 in connection with the ARTEMIS platform, and trade secrets and other intellectual property rights related thereto. A material portion of the intellectual property we use in our business is in-licensed from Eureka, as described below. License Agreement with Eureka On June 28, 2022, we entered into the License Agreement with Eureka and Eureka Therapeutics (Cayman), Inc. (the License Agreement) , under which Eureka granted the Company an exclusive license to certain intellectual property within all territories worldwide, excluding Greater China and the Association of Southeast Asian Nations (ASEAN) countries (Licensed Territory). This agreement provides the Company with the right to certain functions related to any T-cell products that incorporate (a) the ARTEMIS platform and (b)(i) the CD19 binder and/or (ii) the CD22 binder identified in the License Agreement (the Licensed Product). The License Agreement provides that, during the term, Eureka grants Estrella an exclusive license, with the right to grant sublicenses through multiple tiers to (a) make, import, use, sell or offer to sell the Licensed Products, (b) develop the Licensed Products solely for the purpose of obtaining regulatory approval of such Licensed Products, (c) commercialize such Licensed products and (d) manufacture the Licensed Products solely for developing the Licensed Products for the purposes of obtaining regulatory approval of such Licensed Products and for commercializing such Licensed Products. 11 Pursuant to the terms of the License Agreement, in partial consideration of Eurekas grant of the rights and licenses to Estrella, Estrella agreed to pay Eureka a one-time, non-refundable, non-creditable payment of $1.0 million. As of December 31, 2025, $1.0 million has been paid to Eureka. Eureka is eligible to receive up to five one-time development milestone payments from Estrella in the aggregate amount of approximately $60.2 million if all five development milestones are achieved. Effective as of March 1, 2023, the parties further amended the License Agreement to provide that if any development milestone is achieved prior to the Closing of the Business Combination, the corresponding development milestone payment will not be due to Eureka until the Closing of the Business Combination. Eureka is also eligible to receive up to four one-time sales milestone payments from Estrella based on the aggregate net sales of all Licensed Products by or on behalf of Estrella or any of its affiliates or sublicensees in the Licensed Territory during any consecutive 12-month period in the aggregate amount of $225.0 million if all four sales milestones are achieved. Each sales milestone payment will only be paid once, regardless of the number of Licensed Products or the number of times a given sales milestone has been achieved. Estrella is also responsible (with input from Eureka) for the preparation, filing, prosecution, and maintenance of the patent rights, including all associated costs. In addition, during the applicable royalty term, Estrella will be required to pay to Eureka royalties in the amount of a single digit percentage of the aggregate Net Sales of all Licensed Products sold by or on behalf of Estrella or its affiliates or sublicensees in the Licensed Territory during a calendar year. Such amount is subject to certain reductions (not to exceed 50% of the amount otherwise payable) due to the expiration of valid claims of a licensed patent right in a given country in the Licensed Territory or due to 50% or greater declines in sales as a result of generic product competition in a given country in the Licensed Territory. The royalty term begins upon the first commercial sale of a Licensed Product in a country in the Licensed Territory and continues until the later of (a) the date on which such Licensed Product is no longer covered by a valid claim within Eurekas licensed patent rights in such country, (b) the expiration of all exclusive marketing rights or data protection or other exclusivity rights (other than patent rights) conferred by any regulatory authority with respect to a product in a country or jurisdiction that prohibits the commercialization of a generic product, including orphan drug exclusivity or pediatric exclusivity for such Licensed Product in such country, and (c) 12 years after the first commercial sale of such Licensed Product in such country. The License Agreement will remain in effect on a Licensed Product-by-Licensed Product and country-by-country basis, until the expiration of the royalty term for a Licensed Product in a country and will finally expire upon expiration of the royalty term for the final Licensed Product. Estrella may terminate the License Agreement for any reason or no reason upon 120 days prior written notice to Eureka. Either party has the right to terminate the License Agreement upon material breach of the other party that is not cured within 90 days after the breaching party receives written notice of such breach from the non-breaching party. On January 30, 2023, one development milestone payment in the amount of $50,000 related to the submission of EB103 to the FDA was earned by Eureka under the Agreement, which was paid on October 10, 2023. With the dosing of the first patient in July 2024 in the STARLIGHT-1 clinical trial, the development milestone pursuant to Section 8.2.1 (First Patient Dosed in the First Clinical Trial of a Licensed Product) in the Licensing Agreement with Eureka was met. As a result, Estrella made a payment of $50,000 to Eureka for reaching this milestone. As of December 31, 2025, nine patients have been dosed in the STARLIGHT-1 clinical trial. No other development milestone, sales milestone, or royalty payment has been earned as of December 31, 2025, as we do not have any product candidates approved for sale and have not generated any revenue from product sales. **Eureka Patent Information** The patents owned by Eureka relating to EB103 and EB104 cover compositions of matter, uses, and processes in various jurisdictions, including Australia, Canada, Europe, Israel, India, Japan, Korea, Mexico, New Zealand, Russia, and the United States. These patents expire on October 21, 2036. 12 **Government Regulation** **** The U.S. Food and Drug Administration, or FDA, and other regulatory authorities at federal, state and local levels, as well as in foreign countries, extensively regulate, among other things, the research, development, testing, manufacture, quality control, import, export, safety, effectiveness, labeling, packaging, storage, distribution, record keeping, approval, advertising, promotion, marketing, sampling post-approval monitoring and post-approval reporting of biologics such as those we are developing. Any product candidates that we develop must be approved by the FDA before they may be legally marketed in the United States and by the appropriate foreign regulatory agency before they may be legally marketed in those foreign countries. Generally, our activities in other countries will be subject to regulation that is similar in nature and scope as that imposed in the United States, although there can be important differences. **U.S. Regulation** **** Biologic Development Process In the United States, biological products are subject to regulation under the Federal Food, Drug, and Cosmetic Act, the Public Health Service Act, and other federal, state, local and foreign statutes and their implementing regulations. The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources. The process required by the FDA before biologics may be marketed in the United States generally involves the following: | | | completion of preclinical laboratory tests and animal studies performed in accordance with the FDAs Good Laboratory Practice requirements, or GLP; | | | | | submission to the FDA of an IND, which must become effective before clinical trials may begin; | | | | | approval by an institutional review board, or IRB, or ethics committee at each clinical site before the trial is commenced; | | | | | performance of adequate and well-controlled human clinical trials according to the FDAs regulations commonly referred to as good clinical practice, or GCP, regulations and any additional requirements for the protection of human research subjects and their health information to establish the safety, purity, and potency of the proposed biologic product candidate for its intended purpose; | | | | | preparation of and submission to the FDA of a Biologics License Application, or BLA, after completion of all pivotal clinical trials; | | | | | satisfactory completion of an FDA Advisory Committee review, if applicable; | | | | | a determination by the FDA within 60 days of its receipt of a BLA to file the application for review; | | | | | satisfactory completion of an FDA pre-approval inspection of the manufacturing facility or facilities at which the proposed product is produced to assess compliance with cGMP, and to assure that the facilities, methods and controls are adequate to preserve the biological products continued safety, purity, and potency and, if applicable, to assess compliance with the FDAs current Good Tissue Practice, or cGTP, requirements for the use of human cellular and tissue products, and of selected clinical investigation sites to assess compliance with GCPs; | | | | | potential FDA audit of the nonclinical and clinical study sites that generated the data in support of the BLA; and | | | | | FDA review and approval of the BLA to permit commercial marketing of the product for particular indications for use in the United States. | | Before testing any biological product candidate in humans, the product candidate enters the preclinical testing stage. Preclinical tests, also referred to as nonclinical studies, include laboratory evaluations of product chemistry, toxicity and formulation, as well as animal studies to assess the potential safety and activity of the product candidate. The conduct of the preclinical tests must comply with federal regulations and requirements including GLPs. 13 Prior to beginning the first clinical trial with a product candidate in the United States, we must submit an IND to the FDA. An IND is a request for authorization from the FDA to administer an investigational new drug to humans. The central focus of an IND submission is on the general investigational plan and the protocol(s) for clinical studies. Some preclinical testing may continue even after the IND is submitted. The IND also includes results of animal and *in vitro*studies assessing the toxicology, pharmacokinetics, pharmacology and pharmacodynamic characteristics of the product; chemistry, manufacturing, and controls information; and any available human data or literature to support the use of the investigational product. An IND must become effective before human clinical trials may begin. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period, raises safety concerns or questions about the proposed clinical trial. In such a case, the IND may be placed on clinical hold and the IND sponsor and the FDA must resolve any outstanding concerns or questions before the clinical trial can begin. Submission of an IND therefore may or may not result in FDA authorization to begin a clinical trial. In addition to the submission of an IND to the FDA before initiation of a clinical trial in the United States, certain human clinical trials involving recombinant or synthetic nucleic acid molecules are subject to oversight of institutional biosafety committees, or IBCs, as set forth in the National Institutes of Health, or NIH, Guidelines for Research Involving Recombinant DNA Molecules, or the NIH Guidelines. Specifically, under the NIH Guidelines, supervision of human gene transfer trials includes evaluation and assessment by an IBC, a local institutional committee that reviews and oversees research utilizing recombinant or synthetic nucleic acid molecules at that institution. The IBC assesses the safety of the research and identifies any potential risk to public health or the environment, and such review may result in some delay before initiation of a clinical trial. While the NIH Guidelines are not mandatory unless the research in question is being conducted at or sponsored by institutions receiving NIH funding of recombinant or synthetic nucleic acid molecule research, many companies and other institutions not otherwise subject to the NIH Guidelines voluntarily follow them. Clinical trials involve the administration of the investigational product to human subjects under the supervision of qualified investigators in accordance with GCPs, which include the requirement that all research subjects provide their informed consent for their participation in any clinical study. Clinical trials are conducted under protocols detailing, among other things, the objectives of the study, the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated. A separate submission to the existing IND must be made for each successive clinical trial conducted during product development and for any subsequent protocol amendments. Furthermore, an independent IRB for each site proposing to conduct the clinical trial must review and approve the plan for any clinical trial and its informed consent form before the clinical trial begins at that site, and must monitor the study until completed. An IRB is charged with protecting the welfare and rights of trial participants and considers such items as whether the risks to individuals participating in the clinical trials are minimized and are reasonable in relation to anticipated benefits. The IRB also approves the informed consent form that must be provided to each clinical trial subject or his or her legal representative and must monitor the clinical trial until completed. Regulatory authorities, the IRB or the sponsor may suspend a clinical trial at any time on various grounds, including a finding that the subjects are being exposed to an unacceptable health risk or that the trial is unlikely to meet its stated objectives. Some studies also include oversight by an independent group of qualified experts organized by the clinical study sponsor, known as a data safety monitoring board, which provides authorization for whether or not a study may move forward at designated check points based on access to certain data from the study and may halt the clinical trial if it determines that there is an unacceptable safety risk for subjects or other grounds, such as no demonstration of efficacy. There are also requirements governing the reporting of ongoing clinical studies and clinical study results to public registries. For purposes of BLA approval, human clinical trials are typically conducted in three sequential phases that may overlap or be combined: | | | Phase 1 The investigational product is initially introduced into healthy human subjects or patients with the target disease or condition. These studies are designed to test the safety, dosage tolerance, absorption, metabolism, and distribution of the investigational product in humans, the side effects associated with increasing doses, and, if possible, to gain early evidence on effectiveness. In the case of some products for severe or life-threatening diseases, such as cancer, especially when the product may be too inherently toxic to ethically administer to healthy volunteers, the initial human testing is often conducted in patients. | | | | | Phase 2 The investigational product is administered to a limited patient population with a specified disease or condition to evaluate the preliminary efficacy, optimal dosages, dose tolerance, and dosing schedule and to identify possible adverse side effects and safety risks. Multiple Phase 2 clinical trials may be conducted to obtain information prior to beginning larger and more expensive Phase 3 clinical trials. | | | | | Phase 3 The investigational product is administered to an expanded patient population to further evaluate dosage, to provide statistically significant evidence of clinical efficacy and to further test for safety, generally at multiple geographically dispersed clinical trial sites. These clinical trials are intended to establish the overall risk/benefit ratio of the investigational product and to provide an adequate basis for product approval. Generally, two adequate and well-controlled Phase 3 clinical trials are required by the FDA for approval of a BLA. | | 14 In some cases, the FDA may require, or companies may voluntarily pursue, additional clinical trials after a product is approved to gain more information about the product in the intended therapeutic indication, particularly for long-term safety follow-up. Completion of these so-called Phase 4 studies may also be made a condition to approval of the BLA. Concurrent with clinical trials, companies may complete additional animal studies and develop additional information about the biological characteristics of the product candidate, and must finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the product candidate and, among other things, must develop methods for testing the safety, purity, and potency of the final product. Additionally, appropriate packaging must be selected and tested, and stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life. **BLA Submission and Review by the FDA** **** Assuming successful completion of all required testing in accordance with all applicable regulatory requirements, the results of product development, nonclinical studies and clinical trials are submitted to the FDA as part of a BLA requesting approval to market the product for one or more indications. The BLA must include all relevant data available from preclinical and clinical studies, including negative or ambiguous results as well as positive findings, together with detailed information relating to the products chemistry, manufacturing, controls, and proposed labeling, among other things. Data can come from company-sponsored clinical studies intended to test the safety and effectiveness of a use of the product, or from a number of alternative sources, including studies initiated by independent investigators. To support marketing approval, the data submitted must be sufficient in quality and quantity to establish the safety and effectiveness of the investigational drug product to the satisfaction of the FDA. The submission of a BLA requires payment of a substantial application user fee to the FDA, unless a waiver or exemption applies. Within 60 days following submission of the application, the FDA reviews a BLA submitted to determine if it is substantially complete before the FDA accepts it for filing. The FDA may refuse to file any BLA that it deems incomplete or not properly reviewable at the time of submission and may request additional information. In this event, the BLA must be resubmitted with the additional information. The resubmitted application also is subject to review before the FDA accepts it for filing. Once a BLA has been accepted for filing, the FDAs goal is to review standard applications within ten months after the filing date, or, if the application qualifies for priority review, six months after the FDA accepts the application for filing. In both standard and priority reviews, the review process may also be extended by FDA requests for additional information or clarification. The FDA reviews a BLA to determine, among other things, whether a product is safe, pure, and potent and the facility in which it is manufactured, processed, packed, or held meets standards designed to assure the products continued safety, purity and potency. The FDA may also convene an advisory committee to provide clinical insight on application review questions. An advisory committee is a panel of independent experts, including clinicians and other scientific experts, that reviews, evaluates and provides a recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions. Before approving a BLA, the FDA will typically inspect the facility or facilities where the product is manufactured. The FDA will not approve an application unless it determines that the manufacturing processes and facilities are in compliance with cGMP and adequate to assure consistent production of the product within required specifications. For a product candidate that is also a human cellular or tissue product, the FDA also will not approve the application if the manufacturer is not in compliance with cGTPs. These are FDA regulations that govern the methods used in, and the facilities and controls used for, the manufacture of human cells, tissues, and cellular and tissue based products, or HCT/Ps, which are human cells or tissue intended for implantation, transplant, infusion, or transfer into a human recipient. The primary intent of the GTP requirements is to ensure that cell and tissue based products are manufactured in a manner designed to prevent the introduction, transmission and spread of communicable disease. FDA regulations also require tissue establishments to register and list their HCT/Ps with the FDA and, when applicable, to evaluate donors through screening and testing. Additionally, before approving a BLA, the FDA will typically inspect one or more clinical sites to assure compliance with GCP. If the FDA determines that the application, manufacturing process or manufacturing facilities are not acceptable, it will outline the deficiencies in the submission and often will request additional testing or information. Notwithstanding the submission of any requested additional information, the FDA ultimately may decide that the application does not satisfy the regulatory criteria for approval. 15 After the FDA evaluates a BLA and conducts inspections of manufacturing facilities where the investigational product and/or its drug substance will be produced, the FDA may issue an approval letter or a Complete Response Letter, or CRL. An approval letter authorizes commercial marketing of the product with specific prescribing information for specific indications. A CRL indicates that the review cycle of the application is complete, and the application will not be approved in its present form. A CRL will describe all of the deficiencies that the FDA has identified in the BLA, except that where the FDA determines that the data supporting the application are inadequate to support approval, the FDA may issue the CRL without first conducting required inspections, testing submitted product lots, and/or reviewing proposed labeling. In issuing the CRL, the FDA may recommend actions that the applicant might take to place the BLA in condition for approval, including requests for additional information or clarification. The FDA may delay or refuse approval of a BLA if applicable regulatory criteria are not satisfied, require additional testing or information and/or require post-marketing testing and surveillance to monitor safety or efficacy of a product. If a CRL is issued, the sponsor must resubmit the BLA, addressing all of the deficiencies identified in the letter, or withdraw the application. Even if such data and information are submitted, the FDA may decide that the BLA does not satisfy the criteria for approval. If regulatory approval of a product is granted, such approval will be granted for particular indications and may entail limitations on the indicated uses for which such product may be marketed. For example, the FDA may approve the BLA with a Risk Evaluation and Mitigation Strategy, or REMS, to ensure the benefits of the product outweigh its risks, or otherwise limit the scope of any approval. A REMS is a safety strategy implemented to manage a known or potential serious risk associated with a product and to enable patients to have continued access to such medicines by managing their safe use, and could include medication guides, physician communication plans or elements to assure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. The FDA also may condition approval on, among other things, changes to proposed labeling or the development of adequate controls and specifications. Once approved, the FDA may withdraw the product approval if compliance with pre- and post-marketing requirements is not maintained or if problems occur after the product reaches the marketplace. The FDA may require one or more Phase 4 post-market studies and surveillance to further assess and monitor the products safety and effectiveness after commercialization, and may limit further marketing of the product based on the results of these post-marketing studies. **Expedited Development and Review Programs** **** The FDA offers a number of expedited development and review programs for qualifying product candidates. For example, new biological products are eligible for fast track designation if they are intended to treat a serious or life-threatening disease or condition and demonstrate the potential to address unmet medical needs for the disease or condition. Fast track designation applies to the combination of the product and the specific indication for which it is being studied. The sponsor of a new biologic may request that the FDA designate the biologic as a fast track product at any time during the clinical development of the product. The sponsor of a fast track product has opportunities for more frequent interactions with the applicable FDA review team during product development and, once a BLA is submitted, the product candidate may be eligible for priority review. A fast track product may also be eligible for rolling review, where the FDA may consider for review sections of the BLA on a rolling basis before the complete application is submitted, if the sponsor provides a schedule for the submission of the sections of the BLA, the FDA agrees to accept sections of the BLA and determines that the schedule is acceptable, and the sponsor pays any required user fees upon submission of the first section of the BLA. A product candidate intended to treat a serious or life-threatening disease or condition may also be eligible for breakthrough therapy designation to expedite its development and review. A product candidate can receive breakthrough therapy designation if preliminary clinical evidence indicates that the product candidate, alone or in combination with one or more other drugs or biologics, may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. The designation includes all of the fast track program features, as well as more intensive FDA interaction and guidance beginning as early as Phase 1 and an organizational commitment to expedite the development and review of the product candidate, including involvement of senior managers. 16 Any marketing application for a biologic submitted to the FDA for approval, including a product candidate with a fast track designation and/or breakthrough therapy designation, may be eligible for other types of FDA programs intended to expedite development and review, such as priority review and accelerated approval. A product candidate is eligible for priority review if it has the potential to provide safe and effective therapy where no satisfactory alternative therapy exists or a significant improvement in the treatment, diagnosis or prevention of a disease compared to marketed products. The FDA will attempt to direct additional resources to the evaluation of an application for a new biological product designated for priority review in an effort to facilitate the review. For original BLAs, priority review designation means the FDAs goal is to take action on the marketing application within six months of the 60-day filing date (as compared to ten months under standard review). Additionally, product candidates studied for their safety and effectiveness in treating serious or life-threatening diseases or conditions may receive accelerated approval upon a determination that the product has an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit, or on a clinical endpoint that can be measured earlier than irreversible morbidity or mortality, that is reasonably likely to predict an effect on irreversible morbidity or mortality or other clinical benefit, taking into account the severity, rarity or prevalence of the condition and the availability or lack of alternative treatments. As a condition of accelerated approval, the FDA will generally require the sponsor to perform adequate and well-controlled post-marketing clinical studies to verify and describe the anticipated effect on irreversible morbidity or mortality or other clinical benefit. Products receiving accelerated approval may be subject to expedited withdrawal procedures if the sponsor fails to conduct the required post-marketing studies or if such studies fail to verify the predicted clinical benefit. In addition, for products being considered for accelerated approval, the FDA generally requires, unless otherwise informed by FDA, that all advertising and promotional materials intended for dissemination or publication within 120 days of marketing approval be submitted to FDA for review during the pre-approval period. In 2017, the FDA established a new regenerative medicine advanced therapy, or RMAT, designation, which is intended to facilitate an efficient development program for, and expedite review of, any biologic that meets the following criteria: (i) the biologic qualifies as a RMAT, which is defined as a cell therapy, therapeutic tissue engineering product, human cell and tissue product, or any combination product using such therapies or products, with limited exceptions; (ii) the biologic is intended to treat, modify, reverse, or cure a serious or life-threatening disease or condition; and (iii) preliminary clinical evidence indicates that the biologic has the potential to address unmet medical needs for such a disease or condition. RMAT designation provides all the benefits of breakthrough therapy designation, including more frequent meetings with the FDA to discuss the development plan for the product candidate and eligibility for rolling review and priority review. Product candidates granted RMAT designation may also be eligible for accelerated approval on the basis of a surrogate or intermediate endpoint reasonably likely to predict long-term clinical benefit, or reliance upon data obtained from a meaningful number of clinical trial sites, including through expansion of trials to additional sites. RMAT-designated products that receive accelerated approval may, as appropriate, fulfill their post-approval requirements through submission of clinical evidence, clinical studies, patient registries, or other sources of real-world evidence (such as electronic health records); through the collection of larger confirmatory data sets; or via post-approval monitoring of all patients treated with such therapy prior to approval of such therapy. Fast track designation, breakthrough therapy designation, priority review, accelerated approval, and RMAT designation do not change the standards for approval but may expedite the development or approval process. Even if a product candidate qualifies for one or more of these programs, the FDA may later decide that the product no longer meets the conditions for qualification or decide that the time period for FDA review or approval will not be shortened. **Orphan Drug Designation and Exclusivity** **** Under the Orphan Drug Act, the FDA may grant orphan designation to a biologic intended to treat a rare disease or condition, defined as a disease or condition with a patient population of fewer than 200,000 individuals in the United States, or a patient population greater than 200,000 individuals in the United States and when there is no reasonable expectation that the cost of developing and making available the drug or biologic in the United States will be recovered from sales in the United States for that biologic. Orphan drug designation must be requested before submitting a BLA. After the FDA grants orphan drug designation, the generic identity of therapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan drug designation does not convey any advantage in or shorten the duration of the regulatory review and approval process. 17 In the United States, orphan drug designation entitles a party to financial incentives such as opportunities for grant funding towards clinical trial costs, tax advantages and user-fee waivers. In addition, if a product that has orphan drug designation subsequently receives the first FDA approval for a particular drug or biologic for the disease for which it has such designation, the product is entitled to orphan product exclusivity, which means that the FDA may not approve any other applications, including a full BLA, to market the same biologic for the same indication for seven years, except in limited circumstances, such as a showing of clinical superiority to the product with orphan drug exclusivity or if the FDA finds that the holder of the orphan drug exclusivity has not shown that it can assure the availability of sufficient quantities of the orphan drug to meet the needs of patients with the disease or condition for which the drug was designated. Orphan drug exclusivity does not prevent the FDA from approving a different drug or biologic for the same disease or condition, or the same drug or biologic for a different disease or condition. Competitors may receive approval of different products for the indication for which the orphan product has exclusivity or obtain approval for the same product but for a different indication for which the orphan product has exclusivity. Orphan product exclusivity also could block the approval of one of our products for seven years if a competitor obtains approval of the same biological product as defined by the FDA or if our product candidate is determined to be contained within the competitors product for the same indication or disease. A designated orphan drug may not receive orphan drug exclusivity if it is approved for a use that is broader than the indication for which it received orphan designation. In addition, orphan drug exclusive marketing rights in the United States may be lost if the FDA later determines that the request for designation was materially defective or, as noted above, if a second applicant demonstrates that its product is clinically superior to the approved product with orphan exclusivity or the manufacturer of the approved product is unable to assure sufficient quantities of the product to meet the needs of patients with the rare disease or condition. **Post-Approval Requirements** Biologics are subject to pervasive and continuing regulation by the FDA, including, among other things, requirements relating to record-keeping, reporting of adverse experiences, periodic reporting, product sampling and distribution, and advertising and promotion of the product. After approval, most changes to the approved product, such as adding new indications or other labeling claims, are subject to prior FDA review and approval. There also are continuing, annual program fees for any marketed products. Biologic manufacturers and other entities involved in the manufacture and distribution of approved biological products are required to register their establishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP requirements and other laws, which impose certain procedural and documentation requirements upon us and our third-party manufacturers. Manufacturers and other parties involved in the drug supply chain for prescription drug products must also comply with product tracking and tracing requirements and for notifying the FDA of counterfeit, diverted, stolen and intentionally adulterated products or products that are otherwise unfit for distribution in the United States. Accordingly, manufacturers must continue to expend time, money, and effort in the area of production and quality control to maintain GMP compliance. Changes to the manufacturing process or facility are strictly regulated, and, depending on the significance of the change, may require prior FDA approval before being implemented. FDA regulations also require investigation and correction of any deviations from cGMP and impose reporting requirements upon us and any third-party manufacturers that we may decide to use. Accordingly, manufacturers must continue to expend time, money and effort in the area of production and quality control to maintain compliance with cGMP and other aspects of regulatory compliance. The FDA may withdraw approval if compliance with regulatory requirements and standards is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may result in revisions to the approved labeling to add new safety information; imposition of post-market studies or clinical studies to assess new safety risks; or imposition of distribution restrictions or other restrictions under a REMS program. Other potential consequences include, among other things: | | | restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from the market or product recalls; | | | | | fines, warning letters, or untitled letters; | | 18 | | | clinical holds on clinical studies; | | | | | refusal of the FDA to approve pending applications or supplements to approved applications, or suspension or revocation of product license approvals; | | | | | product seizure or detention, or refusal to permit the import or export of products; | | | | | consent decrees, corporate integrity agreements, debarment or exclusion from federal healthcare programs; | | | | | mandated modification of promotional materials and labeling and the issuance of corrective information; | | | | | the issuance of safety alerts, Dear Healthcare Provider letters, press releases and other communications containing warnings or other safety information about the product; or | | | | | injunctions or the imposition of civil or criminal penalties. | | The FDA also may require post-marketing testing, known as Phase 4 testing, and surveillance to monitor the effects of an approved product. Discovery of previously unknown problems with a product or the failure to comply with applicable FDA requirements can have negative consequences, including adverse publicity, judicial or administrative enforcement, warning letters from the FDA, mandated corrective advertising or communications with doctors, and civil or criminal penalties, among others. Newly discovered or developed safety or effectiveness data may require changes to a products approved labeling, including the addition of new warnings and contraindications, and also may require the implementation of other risk management measures. The FDA closely regulates the marketing, labeling, advertising and promotion of biologics. A company can make only those claims relating to safety and efficacy, purity, and potency that are approved by the FDA and in accordance with the provisions of the approved label. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses. The federal government has levied large civil and criminal fines against companies for alleged improper promotion of off-label use and has enjoined companies from engaging in off-label promotion. The FDA and other regulatory agencies have also required that companies enter into consent decrees or permanent injunctions under which specified promotional conduct is changed or curtailed. Failure to comply with these requirements can result in, among other things, adverse publicity, warning letters, corrective advertising and potential civil and criminal penalties. FDA sanctions could include refusal to approve pending applications, withdrawal of an approval, clinical hold, warning or untitled letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, mandated corrective advertising or communications with doctors, debarment, restitution, disgorgement of profits, or civil or criminal penalties. Physicians may prescribe, in their independent professional and medical judgment, legally available products for uses that are not described in the products labeling and that differ from those tested and approved by the FDA. Such off-label uses are common across medical specialties. Physicians may believe that such off-label uses are the best treatment for many patients in varied circumstances. The FDA does not regulate the behavior of physicians in their choice of treatments. The FDA does, however, restrict manufacturers communications on the subject of off-label use of their products. **** **Biosimilars and Reference Product Exclusivity** The Affordable Care Act, signed into law in 2010, includes a subtitle called the Biologics Price Competition and Innovation Act, or BPCIA, which created an abbreviated approval pathway for biological products that are biosimilar to or interchangeable with an FDA-licensed reference biological product. The FDA has issued several guidance documents outlining an approach to review and approval of biosimilars. 19 Biosimilarity, which requires that there be no clinically meaningful differences between the biological product and the reference product in terms of safety, purity, and potency, can be shown through analytical studies, animal studies, and a clinical study or studies. Interchangeability requires that a product is biosimilar to the reference product and the product must demonstrate that it can be expected to produce the same clinical results as the reference product in any given patient and, for products that are administered multiple times to an individual, the biologic and the reference biologic may be alternated or switched after one has been previously administered without increasing safety risks or risks of diminished efficacy relative to exclusive use of the reference biologic. However, complexities associated with the larger, and often more complex, structures of biological products, as well as the processes by which such products are manufactured, pose significant hurdles to implementation of the abbreviated approval pathway that are still being worked out by the FDA. Under the BPCIA, an application for a biosimilar product may not be submitted to the FDA until four years following the date that the reference product was first licensed by the FDA. In addition, the approval of a biosimilar product may not be made effective by the FDA until 12 years from the date on which the reference product was first licensed. During this 12-year period of exclusivity, another company may still market a competing version of the reference product if the FDA approves a full BLA for the competing product containing that applicants own preclinical data and data from adequate and well-controlled clinical trials to demonstrate the safety, purity, and potency of its product. The BPCIA also created certain exclusivity periods for biosimilars approved as interchangeable products. At this juncture, it is unclear whether products deemed interchangeable by the FDA will, in fact, be readily substituted by pharmacies, which are governed by state pharmacy law. A biological product can also obtain pediatric market exclusivity in the United States. Pediatric exclusivity, if granted, adds six months to existing exclusivity periods and patent terms. This six-month exclusivity, which runs from the end of other exclusivity protection or patent term, may be granted based on the voluntary completion of a pediatric study in accordance with an FDA-issued Written Request for such a study. The BPCIA is complex and continues to be interpreted and implemented by the FDA. In addition, government proposals have sought to reduce the 12-year reference product exclusivity period. Other aspects of the BPCIA, some of which may impact the BPCIA exclusivity provisions, have also been the subject of recent litigation. As a result, the ultimate impact, implementation, and impact of the BPCIA is subject to significant uncertainty. **** **Government Regulation Outside of the United States** In addition to regulations in the United States, we will be subject to a variety of regulations in other jurisdictions governing, among other things, clinical studies and any commercial sales and distribution of our products. Because biologically sourced raw materials are subject to unique contamination risks, their use may be restricted in some countries. Whether or not we obtain FDA approval for a product, we must obtain the requisite approvals from regulatory authorities in foreign countries prior to the commencement of clinical studies or marketing of the product in those countries. Certain countries outside of the United States have a similar process that requires the submission of a clinical study application much like the IND prior to the commencement of human clinical studies. In the European Union, for example, a CTA must be submitted to each countrys national health authority and an independent ethics committee, much like the FDA and the IRB, respectively. Once the CTA is approved in accordance with a countrys requirements, clinical study development may proceed. The requirements and process governing the conduct of clinical studies, product licensing, pricing and reimbursement vary from country to country. In all cases, the clinical studies are conducted in accordance with GCP and the applicable regulatory requirements and the ethical principles that have their origin in the Declaration of Helsinki. 20 To obtain regulatory approval of an investigational biological product under European Union regulatory systems, we must submit a marketing authorization application. The application used to file the BLA in the United States is similar to that required in the European Union, with the exception of, among other things, country-specific document requirements. The European Union also provides opportunities for market exclusivity. For example, in the European Union, upon receiving marketing authorization, new chemical entities generally receive eight years of data exclusivity and an additional two years of market exclusivity. If granted, data exclusivity prevents regulatory authorities in the European Union from referencing the innovators data to assess a generic application. During the additional two-year period of market exclusivity, a generic marketing authorization can be submitted, and the innovators data may be referenced, but no generic product can be marketed until the expiration of the market exclusivity. However, there is no guarantee that a product will be considered by the European Unions regulatory authorities to be a new chemical entity, and products may not qualify for data exclusivity. Products receiving orphan designation in the European Union can receive ten years of market exclusivity, during which time no similar medicinal product for the same indication may be placed on the market. An orphan product can also obtain an additional two years of market exclusivity in the European Union for pediatric studies. No extension to any supplementary protection certificate can be granted on the basis of pediatric studies for orphan indications. The criteria for designating an orphan medicinal product in the European Union are similar in principle to those in the United States. Under Article 3 of Regulation (EC) 141/2000, a medicinal product may be designated as orphan if (1) it is intended for the diagnosis, prevention or treatment of a life-threatening or chronically debilitating condition; (2) either (a) such condition affects no more than five in 10,000 persons in the European Union when the application is made, or (b) the product, without the benefits derived from orphan status, would not generate sufficient return in the European Union to justify investment; and (3) there exists no satisfactory method of diagnosis, prevention or treatment of such condition authorized for marketing in the European Union, or if such a method exists, the product will be of significant benefit to those affected by the condition, as defined in Regulation (EC) 847/2000. Orphan medicinal products are eligible for financial incentives such as reduction of fees or fee waivers and are, upon grant of a marketing authorization, entitled to ten years of market exclusivity for the approved therapeutic indication. The application for orphan drug designation must be submitted before the application for marketing authorization. The applicant will receive a fee reduction for the marketing authorization application if the orphan drug designation has been granted, but not if the designation is still pending at the time the marketing authorization is submitted. Orphan drug designation does not convey any advantage in, or shorten the duration of, the regulatory review and approval process. The 10-year market exclusivity may be reduced to six years if, at the end of the fifth year, it is established that the product no longer meets the criteria for orphan designation, for example, if the product is sufficiently profitable not to justify maintenance of market exclusivity. Additionally, marketing authorization may be granted to a similar product for the same indication at any time if: | | | The second applicant can establish that its product, although similar, is safer, more effective, or otherwise clinically superior; | | | | | The applicant consents to a second orphan medicinal product application; or | | | | | The applicant cannot supply enough orphan medicinal product. | | For other countries outside of the European Union, such as countries in Eastern Europe, Latin America or Asia, the requirements governing the conduct of clinical studies, product licensing, pricing, and reimbursement vary from country to country. In all cases, again, the clinical studies are conducted in accordance with GCP and the applicable regulatory requirements and the ethical principles that have their origin in the Declaration of Helsinki. If we fail to comply with applicable foreign regulatory requirements, we may be subject to, among other things, fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions and criminal prosecution. **** **Other Healthcare Laws** Pharmaceutical companies are subject to additional healthcare regulation and enforcement by the federal government and by authorities in the states and foreign jurisdictions in which they conduct their business and may constrain the financial arrangements and relationships through which we research, as well as, sell, market and distribute any products for which we obtain marketing approval. Such laws include, without limitation, federal and state anti-kickback, fraud and abuse, false claims, data privacy and security and physician and other health care provider transparency laws and regulations. 21 In order to distribute products commercially, we must also comply with state laws that require the registration of manufacturers and wholesale distributors of pharmaceutical products in a state, including, in certain states, manufacturers and distributors who ship products into the state even if such manufacturers or distributors have no place of business within the state. Some states also impose requirements on manufacturers and distributors to establish the pedigree of product in the chain of distribution, including some states that require manufacturers and others to adopt new technology capable of tracking and tracing product as it moves through the distribution chain. Several states have enacted legislation requiring pharmaceutical companies to establish marketing compliance programs, file periodic reports with the state, make periodic public disclosures on sales, marketing, pricing, track and report gifts, compensation and other remuneration made to physicians and other healthcare providers, clinical trials and other activities, and/or register their sales representatives, as well as to prohibit pharmacies and other healthcare entities from providing certain physician prescribing data to pharmaceutical companies for use in sales and marketing, and to prohibit certain other sales and marketing practices. All of our activities are potentially subject to federal and state consumer protection and unfair competition laws. If our operations are found to be in violation of any of the federal and state healthcare laws described above or any other governmental regulations that apply to us, we may be subject to penalties, including without limitation, civil, criminal and/or administrative penalties, damages, fines, disgorgement, imprisonment, exclusion from participation in government programs, such as Medicare and Medicaid, injunctions, private qui tam actions brought by individual whistleblowers in the name of the government, or refusal to allow us to enter into government contracts, contractual damages, reputational harm, administrative burdens, diminished profits and future earnings, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations. For information regarding risks related to these compliance requirements, see the section titled Risk Factors Risks Related to Government Regulations. **** **Coverage and Reimbursement** Sales of any product depend, in part, on the extent to which such product will be covered by third-party payors, such as federal, state, and foreign government healthcare programs, commercial insurance and managed healthcare organizations, and the level of reimbursement for such product by third-party payors. Decisions regarding the extent of coverage and amount of reimbursement to be provided are made on a plan-by-plan basis. These third-party payors are increasingly reducing coverage and reimbursement for medical products, drugs and services. Obtaining coverage and adequate reimbursement for our product candidates may be particularly difficult because of the higher prices often associated with drugs administered under the supervision of a physician. Similarly, because our product candidates are physician-administered, separate reimbursement for the product itself may or may not be available. Instead, the administering physician may or may not be reimbursed for providing the treatment or procedure in which our product is used. In addition, the U.S. government, state legislatures and foreign governments have continued implementing cost-containment programs, including price controls, restrictions on coverage and reimbursement and requirements for substitution of generic products. Adoption of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit sales of any product. Decreases in third-party reimbursement for any product or a decision by a third-party payor not to cover a product could reduce physician usage and patient demand for the product and also have a material adverse effect on sales. **** **Healthcare Reform** Payors, whether domestic or foreign, or governmental or private, are developing increasingly sophisticated methods of controlling healthcare costs and those methods are not always specifically adapted for new technologies such as gene therapy and therapies addressing rare diseases such as those we are developing. In both the United States and certain foreign jurisdictions, there have been a number of legislative and regulatory changes to the health care system that could impact our ability to sell our products profitably. 22 In the United States, in March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, each as amended, collectively known as the ACA, was enacted, which substantially changed the way healthcare is financed by both governmental and private insurers, and significantly affected the pharmaceutical industry. The ACA contained a number of provisions, including those governing enrollment in federal healthcare programs, reimbursement adjustments and changes to fraud and abuse laws. For example, the ACA: | | | increased the minimum level of Medicaid rebates payable by manufacturers of brand name drugs from 15.1% to 23.1% of the average manufacturer price; | | | | | required collection of rebates for drugs paid by Medicaid managed care organizations; | | | | | required manufacturers to participate in a coverage gap discount program, under which they must now agree to offer 70% point-of-sale discounts off negotiated prices of applicable brand drugs to eligible beneficiaries during their coverage gap period, as a condition for the manufacturers outpatient drugs to be covered under Medicare Part D; and | | | | | imposed a non-deductible annual fee on pharmaceutical manufacturers or importers who sell branded prescription drugs to specified federal government programs. | | On June 17, 2021, the U.S. Supreme Court dismissed the most recent judicial challenge to the ACA brought by several states without specifically ruling on the constitutionality of the ACA. Prior to the Supreme Courts decision, President Biden issued an Executive Order to initiate a special enrollment period from February 15, 2021 through August 15, 2021 for purposes of obtaining health insurance coverage through the ACA marketplace. The Executive Order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the ACA. It is unclear how other healthcare reform measures of the Biden administrations or other efforts, if any, to challenge repeal or replace the ACA, will impact our business. Other legislative changes have been proposed and adopted in the United States since the Affordable Care Act was enacted. For example, on March 11, 2021, President Biden signed the American Rescue Plan Act of 2021 into law, which eliminates the statutory Medicaid drug rebate cap, previously set at 100% of a drugs average manufacturer price, for single source and innovator multiple source drugs, effective since January 1, 2024. Further, in August 2011, the Budget Control Act of 2011, among other things, created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required goals, thereby triggering the legislations automatic reduction to several government programs, including aggregate reductions of Medicare payments to providers of 2% per fiscal year. These reductions went into effect in April 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through 2032 unless additional action is taken by Congress. Pursuant to the Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act, as well as subsequent legislation, these reductions were suspended from May 1, 2020 through March 31, 2022 due to the COVID-19 pandemic; they were limited to 1% from April 1, 2022 through June 30, 2022, and fully reinstated at 2% thereafter. However, under the Statutory Pay-As-You-Go Act of 2010, additional sequestration reductions of up to 4% have been triggered for 2026 in response to federal spending increases, resulting in a total effective reduction of 4% for Medicare payments in that year, as Medicare cuts are capped at 4% under the law. Further, on May 30, 2018, the Right to Try Act was signed into law. The law, among other things, provides a federal framework for certain patients to access certain investigational new drug products that have completed a Phase 1 clinical trial and that are undergoing investigation for FDA approval. Under certain circumstances, eligible patients can seek treatment without enrolling in clinical trials and without obtaining FDA permission under the FDA expanded access program. There is no obligation for a pharmaceutical manufacturer to make its drug products available to eligible patients as a result of the Right to Try Act. **** 23 Moreover, there has been heightened governmental scrutiny over the manner in which manufacturers set prices for their marketed products, which has resulted in several Congressional inquiries, proposed and enacted legislation, and executive orders designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drug products. Key developments include the Inflation Reduction Act of 2022, which authorizes the Secretary of Health and Human Services to negotiate maximum fair prices for certain high-cost drugs covered under Medicare Part D starting in 2026 and Part B starting in 2028. The first set of negotiated prices for 10 Part D drugs took effect on January 1, 2026, resulting in discounts ranging from 38% to 79% off 2023 list prices and estimated annual savings of $6 billion for Medicare and $1.5 billion in out-of-pocket costs for beneficiaries. Additional cycles of negotiation are ongoing, with prices for 15 more Part D drugs effective in 2027 and the inclusion of Part B drugs in 2028. Further, in February 2026, Congress passed bipartisan legislation reforming pharmacy benefit managers (PBMs), banning spread pricing in Medicaid and requiring 100% rebate pass-throughs to employers, with PBM compensation shifting to flat fees starting in 2028. Under the current Trump administration, executive actions have advanced most-favored-nation (MFN) pricing, with agreements announced in December 2025 for nine pharmaceutical companies to align U.S. prices with those in other developed nations for certain products, extending to Medicaid programs. In January 2026, the Department of Health and Human Services issued guidance allowing manufacturers to offer lower-cost drugs directly to patients, including Medicare and Medicaid enrollees, under safeguards to comply with anti-kickback statutes. Individual states in the United States have also become increasingly active in implementing regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. **** **Data Privacy and Security Laws** We also are or will become subject to privacy laws in the jurisdictions in which we are established or in which we sell or market our products or run clinical trials. For example, in Europe we are subject to the GDPR in relation to our collection, control, processing and other use of personal data (i.e., data relating to an identifiable living individual). We process personal data in relation to participants in our clinical trials in the EEA, including health and medical information of these participants. The GDPR also provides that individual EEA countries may introduce further conditions of their own, including limitations which could limit our ability to collect, use and share personal data. The GDPR imposes onerous accountability obligations requiring data controllers and processors to maintain a record of their data processing and implement policies as part of its mandated privacy governance framework. It also requires data controllers to be transparent and disclose to data subjects (in a concise, intelligible and easily accessible form) how their personal information is to be used; imposes limitations on retention of personal data; defines pseudonymized (i.e., key-coded) data; introduces mandatory data breach notification requirements; and sets higher standards for data controllers to demonstrate that they have obtained valid consent for certain data processing activities. Fines for certain breaches of the GDPR are significant: up to the greater of 20 million or 4% of total global annual turnover. A breach of the GDPR or other applicable privacy and data protection laws and regulations could also result in regulatory investigations, reputational damage, orders to cease/change our use of data, enforcement notices, or potential civil claims including class action type litigation. Further, we comply with the GDPR and separately the UK GDPR, which, together with the amended UK Data Protection Act 2018, retains the GDPR in UK national law. The GDPR and the UK GDPR each have the ability to fine up to the greater of 20 million/17 million or 4% of global turnover. The European Commission renewed the UK adequacy decisions under the GDPR and the Law Enforcement Directive in December 2025, extending them until December 2031, enabling continued free flow of personal data from EEA member states to the UK. These decisions are subject to a mid-term review after four years and may be renewed further based on ongoing assessments. These frameworks may lead to additional compliance costs and could increase our overall risk. In addition, the GDPR places restrictions on cross-border data transfers. Certain aspects of cross-border data transfers under the GDPR remain subject to ongoing regulatory guidance and enforcement. The GDPR will increase our responsibility and liability in relation to personal data that we process where such processing is subject to the GDPR, and we may be required to put in place additional mechanisms to ensure compliance with the GDPR, including as implemented by individual countries. We are also subject to European Union rules with respect to cross-border transfers of personal data out of the EEA. Recent legal developments in the European Union have created complexity and uncertainty regarding transfers of personal data from the EEA to other countries whose data protection standards have not been deemed adequate by the European Commission (including the United States). On July 10, 2023, the European Commission adopted an adequacy decision for the EU-US Data Privacy Framework, which remains in effect as of February 2026 and enables transfers of personal data from the EEA to US entities certified under the framework. As supervisory authorities issue further guidance on personal data export mechanisms, we could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results. 24 Further, the exit of the United Kingdom, or UK, from the European Union, often referred to as Brexit, has created uncertainty with regard to data protection regulation in the UK. Specifically, the UK exited the European Union on January 1, 2020, subject to a transition period that ended December 31, 2020. Under the post-Brexit Trade and Cooperation Agreement between the European Union and the UK, the UK and European Union agreed that transfers of personal data to the UK from EEA member states will not be treated as restricted transfers to a non-EEA country. The European Commission renewed the UK adequacy decisions in December 2025, extending them until December 2031, subject to a mid-term review after four years. These decisions enable the free flow of personal data from EEA member states to the UK without additional transfer mechanisms. In the United States, numerous federal and state laws and regulations, including data breach notification laws, health information privacy and security laws, including HIPAA, and federal and state consumer protection laws and regulations (e.g., Section 5 of the Federal Trade Commission Act) that govern the collection, use, disclosure, and protection of health-related and other personal information could apply to our operations or the operations of our partners. In addition, certain state laws govern the privacy and security of personal information, including health-related information in certain circumstances, some of which are more stringent than HIPAA and many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. For example, California enacted the CCPA, which creates individual privacy rights for California consumers (as defined in the law) and places increased privacy and security obligations on entities handling certain personal data of consumers or households. The CCPA requires covered companies to provide new disclosure to consumers about such companies data collection, use and sharing practices, provide such consumers new ways to opt-out of certain sales or transfers of personal information, and provide consumers with additional causes of action. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal information. This private right of action may increase the likelihood of, and risks associated with, data breach litigation. The CCPA became effective on January 1, 2020, and (a) allows the California Attorney General to impose civil penalties for violations and (b) authorizes private lawsuits to recover statutory damages for certain data breaches. In addition, laws in all 50 U.S. states require businesses to provide notice to consumers whose personal information has been disclosed as a result of a data breach. State laws are changing rapidly and there is discussion in the U.S. Congress of a new comprehensive federal data privacy law to which we would become subject if it is enacted. The CCPA may impact our business activities and exemplifies the vulnerability of our business to the evolving regulatory environment related to personal data and protected health information. Additionally, a new privacy law, the California Privacy Rights Act, or CPRA, has been in effect since January 1, 2023. The CPRA significantly modifies the CCPA and imposes additional data protection obligations on covered businesses, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk data, and opt outs for certain uses of sensitive data. It also expands the types of data breaches subject to the CCPAs private right of action, provides for increased penalties for CPRA violations concerning California residents under the age of 16 and creates a new California data protection agency authorized to issue substantive regulations, which has resulted in increased privacy and information security enforcement. New regulations under the CCPA and CPRA took effect on January 1, 2026, including requirements for risk assessments, cybersecurity audits, and opt-out confirmation mechanisms. Ensuring compliance with the CPRA could require us to incur additional costs and expenses. In order to distribute products commercially, we must comply with state laws that require the registration of manufacturers and wholesale distributors of pharmaceutical products in a state, including, in certain states, manufacturers and distributors who ship products into the state even if such manufacturers or distributors have no place of business within the state. Some states also impose requirements on manufacturers and distributors to establish the pedigree of product in the chain of distribution, including some states that require manufacturers and others to adopt new technology capable of tracking and tracing product as it moves through the distribution chain. Several states have enacted legislation requiring pharmaceutical companies to establish marketing compliance programs, file periodic reports with the state, make periodic public disclosures on sales, marketing, pricing, track and report gifts, compensation and other remuneration made to physicians and other healthcare providers, clinical trials and other activities, and/or register their sales representatives, as well as to prohibit pharmacies and other healthcare entities from providing certain physician prescribing data to pharmaceutical companies for use in sales and marketing, and to prohibit certain other sales and marketing practices. All of our activities are potentially subject to federal and state consumer protection and unfair competition laws. 25 If our operations are found to be in violation of any of the federal and state healthcare and privacy laws described above or any other governmental regulations that apply to us, we may be subject to penalties, including without limitation, civil, criminal and/or administrative penalties, damages, fines, disgorgement, imprisonment, exclusion from participation in government programs, such as Medicare and Medicaid, injunctions, private qui tam actions brought by individual whistleblowers in the name of the government, or refusal to allow us to enter into government contracts, contractual damages, reputational harm, administrative burdens, diminished profits and future earnings, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations. For information regarding risks related to these compliance requirements, see the section titled Risk Factors Risks Related to Government Regulation. **** **Material Agreements** ** *Services Agreement* Pursuant to the Services Agreement, we agreed to (i) pay Eureka $10.0 million in connection with the services thereunder payable in 12 equal monthly installments and (ii) reimburse Eureka on a monthly basis for reasonable pass-through costs incurred or paid to providers by Eureka in providing the services. In addition, we will be charged for other services performed by Eureka outside the scope of the services set forth in the Services Agreement, at a flat rate, by time or materials or as mutually agreed upon the parties in writing. As of December 31, 2025, we have settled all amounts owed under this agreement. *Statement of Work #001* Pursuant to the Statement of Work #001 (SOW), effective March 4, 2024, as amended, we committed to paying Eureka $33.0 million for services related to the Phase I/II clinical trial of EB103, a T-cell therapy targeting CD19 using ARTEMIS T-cell technology. As of December 31, 2025, Estrella has paid $3.5 million to Eureka for 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. In addition, nine patient dosing and second site activation milestones have been completed as of December 31, 2025, and the Company has accrued approximately $12.4 million in accrued liability - related party and recorded $0.5 million in accounts payable related party, for the corresponding dosing milestones. The amended SOW, as entered on May 13, 2024, clarifies that, in the event Estrella exercises its right to terminate or suspend the engagement with Eureka by providing written notice, Estrella will only be obligated to compensate Eureka for (i) services provided in connection with milestones achieved prior to the termination notice, (ii) reasonable and documented pass-through costs incurred prior to the termination notice, and (iii) amounts payable to third parties for commitments reasonably entered into prior to the termination notice, provided that Eureka makes commercially reasonable efforts to cancel or reduce such commitments. ** *License Agreement* An overview of the License Agreement with Eureka is provided above under *Business Intellectual Property*. **Facilities** Our corporate headquarters are located in Emeryville, California. We believe that our existing facilities are adequate for our near-term needs but expect to need additional space as we grow. We believe that suitable additional or alternative space would be available as required in the future on commercially reasonable terms. **** 26 **Employees** Most of our day-to-day operations to date have been related to technology research and development, including the clinical development of our lead product candidates. Many of the operational tasks that we require are managed by Eureka pursuant to the Services Agreement and SOW. As a result, we have a limited number of employees and do not expect to hire a significant number of new employees in the near future. **** **Other Information** Estrella Immunopharma, Inc. files reports with the Securities and Exchange Commission (SEC), including annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. These filings are available on the SECs website at www.sec.gov. Estrellas own website www.estrellabio.com also provides access to these reports free of charge as soon as reasonably practicable after filing with the SEC. **Item 1A. Risk Factors.** ** *You should consider carefully the risks and uncertainties described below, together with all of the other information contained in this Annual Report. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations. For a summary of these Risk Factors, see Summary Risk Factors.* **Risks Related to Estrellas Operating History and Financial Condition** **** **We are a clinical stage biotechnology company with a history of losses. We expect to continue to incur significant losses for the foreseeable future and may never achieve or maintain profitability.** We are a clinical-stage biotechnology company with a history of losses. Since our inception, we have devoted substantially all of our resources to organizing and staffing our company, business planning, raising capital, and conducting discovery, research and development activities for our product candidates, and we have incurred significant operating losses. Our net losses were approximately $13.1 million and $8.8 million for the year ended December 31, 2025, and the unaudited twelve months ended December 31, 2024, respectively. As of December 31, 2025, and December 31, 2024, we had an accumulated deficit of approximately $37.0 million and $23.9 million, respectively. Substantially all of our losses have resulted from expenses incurred in connection with regulatory filings, research and development, and from general and administrative costs associated with our operations. To date, we have not generated any revenue from product sales, and we have not sought or obtained regulatory approval for any product candidate. Furthermore, we do not expect to generate any revenue from product sales for the foreseeable future, and we expect to continue to incur significant operating losses for the foreseeable future due to the cost of research and development, preclinical studies, clinical trials, and the regulatory approval process for our current and potential future product candidates. We expect our net losses to increase substantially as we: | | continue our ongoing clinical trial of EB103; | | | | continue the development of our preclinical programs; | | | | acquire and license technologies, if any are discovered, that are aligned with our product candidates; | | | | seek regulatory approval of EB103; | | | | incur expenses related to the discovery and development of any potential future product candidates; | | | | expand our operational, financial, and management systems and increase personnel, including personnel to support our preclinical and clinical development and commercialization efforts; | | 27 | | continue to develop, perfect, and defend our intellectual property portfolio; and | | | | incur additional legal, accounting, or other expenses in operating our business, including the additional costs associated with operating as a public company. | | However, the amount of our future losses is uncertain. Our ability to achieve or sustain profitability, if ever, will depend on, among other things, successfully developing product candidates, obtaining regulatory approvals to market and commercialize product candidates, manufacturing any approved products on commercially reasonable terms, entering into potential future alliances, establishing a sales and marketing organization or suitable third-party alternatives for any approved product, and raising sufficient funds to finance business activities. If we, or our potential future collaborators, are unable to commercialize one or more of our product candidates, or if sales revenue from any product candidate that receives approval is insufficient, we will not achieve or sustain profitability, which could have a material adverse effect on our business, financial condition, results of operations, and prospects. **** **We will need substantial additional funds to advance development of product candidates, and we cannot guarantee that we will have sufficient funds available in the future to develop and commercialize our current or potential future product candidates and technologies.** The development of biotechnology product candidates is capital-intensive. If any of our current or potential future product candidates enter and advance through preclinical studies and clinical trials, we will need substantial additional funds to expand our development, regulatory, manufacturing, marketing, and sales capabilities. We will require significant funds to continue to develop our product candidates and conduct further research and development, including preclinical studies and clinical trials. In addition, we expect to incur significant additional costs associated with operating as a public company. As of December 31, 2025, and December 31, 2024, we had approximately $1.4 million and $0.9 million, respectively, in cash and cash equivalents. Our future capital requirements and the period for which our existing resources will support our operations may vary significantly from what we expect. Because the length of time and activities associated with successful research and development of platform technologies and product candidates is highly uncertain, we are unable to estimate the actual funds we will require for development and any approved marketing and commercialization activities. The timing and amount of our operating expenditures will depend largely on: | | the timing and progress of preclinical and clinical development of our current and potential future product candidates; | | | | the number and scope of preclinical and clinical programs we decide to pursue; | | | | the terms of any third-party manufacturing contract or biomanufacturing partnership we may enter into; | | | | our ability to maintain our current licenses, conduct our research and development programs and establish new strategic partnerships and collaborations; | | | | the progress of the development efforts of our existing strategic partners and third parties with whom we may in the future enter into collaboration and research and development agreements; | | | | the costs involved in obtaining, maintaining, enforcing, and defending patents and other intellectual property rights; | | | | the cost and timing of regulatory approvals; and | | | | our efforts to enhance operational systems and hire additional personnel, including personnel to support development of our product candidates and satisfy our obligations as a public company. | | 28 To date, we have primarily financed our operations through the sale of equity securities. We may seek to raise any necessary additional capital through a combination of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements, grants, and other marketing and distribution arrangements. We cannot assure you that we will be successful in acquiring additional funding at levels sufficient to fund our operations or on terms favorable to us. If we are unable to obtain adequate financing when needed, we may have to delay, reduce the scope of or suspend one or more of our preclinical studies, clinical trials, research and development programs or commercialization efforts. Because of the numerous risks and uncertainties associated with the development and commercialization of our current and potential future product candidates and the extent to which we may enter into collaborations with third parties to participate in their development and commercialization, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated with our current and anticipated preclinical studies and clinical trials, including related manufacturing costs. To the extent that we raise additional capital through collaborations, strategic alliances, or licensing arrangements with third parties, we may have to relinquish valuable rights to our current and potential future product candidates, future revenue streams or research programs or grant licenses on terms that may not be favorable to us. If we do raise additional capital through public or private equity or convertible debt offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. We do not expect to realize revenue from product sales or royalties from licensed products for the foreseeable future, if at all, and unless and until our current and potential future product candidates are clinically tested, approved for commercialization, and successfully marketed. **** **Members of our management team have limited experience in managing theday-to-day operations of a public company and, as a result, we may incur additional expenses associated with the management of our company.** Members of our management team have limited experience in managing theday-to-day operations of a public company. As a result, we may need to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also hire additional personnel to comply with additional SEC reporting requirements. These compliance costs will make some activities significantly more time-consuming and costly. If we lack cash resources to cover these costs in the future, our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our potential results of operations, cash flow and financial condition. **** **Our consolidated financial statements expressing substantial doubt about our ability to continue as a going concern due to our history of recurring losses and our expectation that negative cash flows from operations will continue until we can generate sufficient revenue. Our ability to continue as a going concern requires that we obtain sufficient funding to finance our operations.** We have incurred significant operating losses to date, and it is possible we may never generate a profit. Our consolidated financial statements included elsewhere in this Annual Report have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of these uncertainties related to our ability to operate on a going concern basis. In assessing our liquidity and the significant doubt about our ability to continue as a going concern, we monitor and analyze cash on hand and operating expenditure commitments. We have concluded that our recurring losses from operations of approximately $13.1 million for the year ended December 31, 2025; accumulated deficit of approximately $37.0 million as of December 31, 2025; and net operating cash outflow of approximately $1.8 million for the year ended December 31, 2025, and need for additional financing to fund future operations raise substantial doubt about our ability to continue as a going concern. Similarly, our independent registered public accounting firm has included an explanatory paragraph in its report on our consolidated financial statements expressing substantial doubt about our ability to continue as a going concern. However, our management is of the opinion that we will not have sufficient funds to meet our 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. Changes may occur beyond our control that would cause us to consume our available capital before that time, including changes in and progress of our development activities and changes in regulation. Our 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. Our future capital requirements will depend on many factors, including: | | the scope, rate of progress, results, and costs of preclinical studies, laboratory testing, and clinical trials for our product candidates; | | 29 | | the number and development requirements of product candidates that we may pursue, and other indications for our current product candidates that we may pursue; | | | | the costs, timing and outcome of regulatory review of our product candidates; | | | | the scope and costs of manufacturing arrangements; | | | | the cost associated with commercializing any approved product candidates; | | | | the cost and timing of developing our ability to establish sales and marketing capabilities, if any; | | | | the costs of preparing, filing and prosecuting patent applications, maintaining, enforcing, and protecting our intellectual property rights, defending intellectual property-related claims, and obtaining licenses to third-party intellectual property; | | | | the timing and amount of any milestone and royalty payments we are required to make under our present or future license agreements; | | | | our ability to establish and maintain strategic partnerships and collaborations, including any biomanufacturing partnerships or collaborations involving the use of our products, on favorable terms, if at all; and | | | | the extent to which we acquire or in-license other product candidates and technologies and associated intellectual property. | | We will require additional capital to complete our planned clinical development programs for our current product candidates to obtain regulatory approvals. Any additional capital raising efforts may divert our management from theirday-to-day activities, which may adversely affect our ability to develop and commercialize our current and future product candidates, if approved. In addition, we cannot guarantee that future financing will be available on a timely basis, in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms of any financing may adversely affect the holdings or the rights of our stockholders and the issuance of additional securities by us, whether equity or debt, or the market perception that such issuances are likely to occur, could cause the market price of Common Stock to decline. If we are unable to raise sufficient capital when needed, our business, financial condition and results of operations will be harmed, and we will need to significantly modify our operational plans to continue as a going concern. If we are unable to continue as a going concern, we might have to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our consolidated financial statements. **** **Risks Related to the Development and Clinical Testing of Our Product Candidates** **** **Our current product candidates are in either preclinical or clinical development. One or all of our current product candidates may fail in clinical development or suffer delays that materially and adversely affect their commercial viability.** Our ability to achieve and sustain profitability depends on obtaining regulatory approvals for and successfully commercializing product candidates, either with Eureka pursuant to the Services Agreement or with other collaborators. Before obtaining regulatory approval for the commercial distribution of our product candidates, we or a collaborator must conduct extensive preclinical studies and clinical trials to demonstrate the safety, purity, and efficacy of our product candidates in humans. We cannot be certain of the timely completion or outcome of our preclinical studies and cannot predict if the FDA or other regulatory authorities will accept our proposed clinical programs or protocols. As a result, we cannot be sure that we will be able to submit additional investigational new drug applications (INDs) or similar applications for our proposed clinical programs on the timelines we expect, if at all, and we cannot be sure that submission of such applications will result in the FDA or other regulatory authorities allowing clinical trials to begin. 30 Our current product candidates are in either preclinical or clinical development, and we are subject to the risks of failure inherent in the development of product candidates based on novel approaches. We have completed the second dose cohort in the PhaseI dose-escalation portion of our STARLIGHT-1 PhaseI/II clinical trial of EB103, and an independent Data Safety Monitoring Board (DSMB) has completed its review of safety data from the PhaseI dose-escalation phase (n=9) and recommended advancing the trial into the PhaseII expansion phase at the recommended PhaseII dose. In the PhaseI dose-escalation phase, no treatment-related serious adverse events were reported, and the high-dose cohort achieved a 100% complete response rate atMonth 1 in all evaluable patients, many of whom were considered high-risk and ineligible for currently available commercial CD19 products. However, these results are based on a small number of patients and limited follow-up and may not be predictive of results in larger populations, additional cohorts, or later-stage trials, and there is no guarantee that we will be able to successfully complete the clinical development of EB103 or any of our other product candidates or that any product candidate will ultimately demonstrate a clinical benefit. Accordingly, you should consider our prospects in light of the costs, uncertainties, delays, and difficulties frequently encountered by clinical-stage biotechnology companies such as ours. We may not be able to access the financial resources to continue the development of our current or potential future product candidates. This may be exacerbated if we experience any issues that delay or prevent regulatory approval or commercialization, such as: | | negative or inconclusive results from our preclinical studies or clinical trials, leading to a decision or requirement to conduct additional studies or abandon programs; | | | | product-related side effects experienced by participants in our clinical trials; | | | | delays in submitting INDs for future candidates, or a suspension or termination of a clinical trial once commenced; | | | | conditions imposed by the FDA or other regulatory authorities regarding the scope or design of our clinical trials; | | | | delays in enrolling research subjects in clinical trials; | | | | high drop-out rates of research subjects; | | | | inadequate supply or quality of product candidate materials for our clinical trials; | | | | chemistry, manufacturing, and control (CMC) challenges associated with scaling up manufacturing; | | | | greater-than-anticipated clinical trial costs; | | | | poor effectiveness of our product candidates during clinical trials; | | | | unfavorable FDA or other regulatory authority inspection of a clinical trial or manufacturing site; | | | | failure of Eureka or our third-party contractors to comply with regulatory requirements or meet their contractual obligations; | | | | delays and changes in regulatory requirements, policies, and guidelines; or | | | | the FDA or other regulatory authorities interpreting our data differently than we do. | | Further, we, Eureka, and any existing or potential future collaborator may never receive approval to market and commercialize any product candidate. Even if regulatory approval is obtained, it may be for indications or patient populations that are not as broad as we intended or may require labeling that includes significant use restrictions or safety warnings. **** 31 **** **We may not be successful in our efforts to use and expand our use of the ARTEMIS platform to expand our pipeline of product candidates.** A key element of our strategy is to use and advance our use of the ARTEMIS platform to design, test, and build our portfolio of product candidates focused on the treatment of cancer. Our and Eurekas research and development efforts to date have resulted in our discovery and preclinical development of EB103 and other potential product candidates. We received IND clearance from the FDA for EB103 on March2, 2023, and have activated multiple clinical sites, including UC Davis Comprehensive Cancer Center and Baylor Scott& White Research Institute, for the ongoing STARLIGHT-1 clinical trial (NCT06343311). An independent Data Safety Monitoring Board has completed its review of safety data from the PhaseI dose escalation portion of STARLIGHT-1 (n=9) and, based on the favorable safety profile observed, including the absence of treatment-related serious adverse events and a 100% complete response rate atMonth 1 in the high-dose cohort, has recommended advancing the trial to the PhaseII expansion phase at the recommended PhaseII dose. The expansion phase is a multi-center, open-label study designed to further evaluate the safety and preliminary efficacy of EB103 in patients with relapsed or refractory B-cell non-Hodgkins lymphoma, and data from this expansion phase are expected to inform our pivotal trial strategy for EB103. However, we cannot assure you that EB103 or any of our other existing or future product candidates will successfully complete clinical trials or demonstrate these product candidates to be safe or effective therapeutics, and we may not be able to successfully develop any product candidates. Even if we are successful in expanding our pipeline of product candidates, any additional product candidates that we identify may not be suitable for clinical development or generate acceptable clinical data, including as a result of being shown to have unacceptable effects or other characteristics that indicate that they are unlikely to be products that will receive marketing approval from the FDA or other regulatory authorities or achieve market acceptance. If we do not successfully develop and commercialize product candidates, we will not be able to generate product revenue in the future. Moreover, our ability to complete the clinical trial for EB103 or commence and complete a clinical trial for any other product candidate may depend on our ability to obtain sufficient funding from various sources. If we fail to obtain adequate funding we may have to delay, reduce, or terminate our clinical development programs. **** **Although we intend to explore other therapeutic opportunities in addition to the product candidates that we are currently developing, we may fail to identify viable new product candidates for clinical development for a number of reasons. If we fail to identify additional potential product candidates, our business could be materially harmed.** Although a substantial amount of our efforts will focus on the planned clinical trials and potential approval of the current and potential future product candidates we are evaluating, we also intend to discover, develop, and globally commercialize additional targeted therapies beyond our current product candidates to treat various forms of cancer and in a variety of therapeutic areas. Even if we identify investigational therapies that initially show promise, we may fail to successfully develop and commercialize such products for many reasons, including the following: | | the research methodology used may not be successful in identifying potential investigational therapies; | | | | competitors may develop alternatives that render our investigational therapies obsolete; | | | | investigational therapies we develop may nevertheless be covered by third parties patents or other exclusive rights; | | | | an investigational therapy may, on further study, be shown to have harmful side effects or other characteristics that indicate it is unlikely to be effective or otherwise does not meet applicable regulatory criteria; | | | | it may take greater human and financial resources than we will possess to identify additional therapeutic opportunities for our product candidates or to develop suitable potential product candidates through internal research programs, thereby limiting our ability to develop, diversify and expand our product portfolio; | | | | an investigational therapy may not be capable of being produced in clinical or commercial quantities at an acceptable cost, or at all; and | | | | an approved product may not be accepted as safe and effective by trial participants, the medical community or third-party payors. | | Identifying new investigational therapies requires substantial technical, financial, and human resources, whether or not any investigational therapies are ultimately identified. Because we have limited financial and human resources, we may initially focus on research programs and product candidates for a limited set of indications. As a result, we may forgo or delay pursuit of opportunities with other product candidates or for other indications that later prove to have greater commercial potential or a greater likelihood of success. Our resource allocation decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities. For example, if we do not accurately evaluate the commercial potential or target market for a particular product candidate or technology, we may relinquish valuable rights to that product candidate or technology through collaborations, licensing, or other royalty arrangements in cases in which it would have been more advantageous for us to retain sole development and commercialization rights to such product candidate or technology. Accordingly, there can be no assurance that we will ever be able to identify additional therapeutic opportunities for our product candidates or to develop suitable potential product candidates through internal research programs, which could materially adversely affect our future growth and prospects. We may focus our efforts and resources on potential product candidates or other potential programs that ultimately prove to be unsuccessful. 32 **** **The occurrence of serious complications or side effects in connection with use of our product candidates, either in clinical trials or post-approval, could lead to discontinuation of our clinical development programs, refusal of regulatory authorities to approve our product candidates or, post-approval, revocation of marketing authorizations or refusal to approve applications for new indications, which could severely harm our business, prospects, operating results and financial condition.** Undesirable side effects caused by any of our current or potential future product candidates could cause regulatory authorities to interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or other regulatory authorities. It is likely that there will be side effects associated with their use. Results of our clinical trials could reveal a high and unacceptable severity and prevalence of these side effects. It is possible that safety events or concerns such as these or others could negatively affect the development of our product candidates, including adversely affecting patient enrollment among the patient populations that we intend to treat. In such an event, our trials could be suspended or terminated, and the FDA or other regulatory authorities could order us to cease further development of or deny approval of a product candidate for any or all targeted indications. Such side effects could also affect patient recruitment or the ability of enrolled patients to complete the trial or result in potential product liability claims. There can be no guarantee that our current or future product candidates will not cause such effects in clinical trials. Any of these occurrences may materially and adversely affect our business and financial condition and impair our ability to generate revenues. Further, clinical trials by their nature utilize a sample of the potential patient population. With a limited number of patients and limited duration of exposure, rare and severe side effects of a product candidate may only be uncovered when a significantly larger number of patients are exposed to the product candidate or when patients are exposed for a longer period of time. In the event that any of our current or potential future product candidates receives regulatory approval and we or others identify undesirable side effects caused by one of these products, any of the following events could occur, which could result in the loss of significant revenue to us and materially and adversely affect our results of operations and business: | | regulatory authorities may withdraw their approval of the product or seize the product; | | | | we may be required to recall the product or change the way the product is administered to patients; | | | | additional restrictions may be imposed on the marketing of the particular product or the manufacturing processes for the product or any component thereof; | | | | we may be subject to fines, injunctions, or the imposition of civil or criminal penalties; | | | | regulatory authorities may require the addition of labeling statements, such as a black box warning or a contraindication; | | | | we may be required to create a medication guide outlining the risks of such side effects for distribution to patients; | | | | we could be sued and held liable for harm caused to patients; | | | | the product may become less competitive; and | | | | our reputation may suffer. | | Any of these events could prevent us from achieving or maintaining market acceptance of the particular product candidate, if approved, and could significantly harm our business, results of operations and prospects. **While our IND for EB103 was cleared by the FDA on March2, 2023 and we believe our pipeline will yield additional INDs, we may not be able to file additional INDs to commence clinical trials on the timelines we expect, and even if we are able to, the FDA may not permit us to proceed.** While we expect our pipeline to yield multiple INDs in addition to the IND for EB103, which was cleared by the FDA on March2, 2023, we cannot be sure that submission of future INDs will result in the FDA allowing testing and clinical trials to begin, or that, once clinical trials for our product candidates begin, issues will not arise that suspend or terminate such clinical trials. For our ongoing STARLIGHT-1 trial of EB103, we have completed the second dose cohort in the PhaseI dose-escalation portion of the study, and an independent Data Safety Monitoring Board (DSMB) has completed its review of safety data from the PhaseI dose-escalation phase (n=9) and recommended advancing the trial into the PhaseII expansion phase at the recommended PhaseII dose. In the PhaseI portion of STARLIGHT-1, no treatment-related serious adverse events were reported, and the high-dose cohort achieved a 100% complete response rate atMonth 1 in all evaluable patients, including high-risk patients who were not eligible for currently available commercial CD19 products, such as a patient with CNS lymphoma. However, these data are based on a small number of patients and early-stage observations, and they may not be predictive of results in larger patient populations or later-stage trials. In addition, the manufacturing of our additional product candidates remains an emerging and evolving field. Accordingly, we expect chemistry, manufacturing and controls (CMC) topics, including product specifications, release criteria and comparability, to be a focus of IND reviews and ongoing regulatory interactions, which may delay the clearance of future INDs or restrict or delay the conduct of our clinical trials. Additionally, even if regulatory authorities initially agree with the design and implementation of clinical trials described in an IND or clinical trial application, we cannot guarantee that such regulatory authorities will not change their requirements in the future, require us to modify trial design, add new endpoints or safety monitoring, or impose additional pauses or holds. **** 33 In addition to the submission of an IND to the FDA before initiation of a clinical trial in the UnitedStates, certain human clinical trials involving recombinant or synthetic nucleic acid molecules are subject to oversight by institutional biosafety committees (IBCs) under the National Institutes of Health (NIH) *Guidelines for Research Involving Recombinant or Synthetic Nucleic Acid Molecules* (the NIH Guidelines). Under the NIH Guidelines, research involving the deliberate transfer of recombinant or synthetic nucleic acid molecules, or DNA or RNA derived from such molecules, into human subjects (human gene transfer) requires IBC approval and other applicable regulatory authorizations before initiation. Our EB103 and other ARTEMIS T-cell product candidates are generated using lentiviral vectors and therefore involve the introduction of recombinant or synthetic nucleic acid molecules into human subjects, which is considered human gene transfer under these guidelines. As a result, our clinical trials may be subject to IBC review and approval at each participating institution, in addition to institutional review board (IRB) and FDA requirements. The IBC assesses the safety of the research and identifies any potential risk to public health or the environment, and its review and any associated biosafety requirements may result in additional time, cost and complexity before sites can be activated or patients can be enrolled, and may delay the initiation or conduct of our clinical trials. While the NIH Guidelines are only mandatory for institutions that receive certain types of NIH funding, many institutions, sponsors and CROs voluntarily follow them, and we expect that our gene-transfer studies will generally be required to comply with IBC oversight. **** **Interim, topline and preliminary data that we announce or publish from time to time for any clinical trials that we initiate may change as more patient data become available or as additional analyses are conducted, and as the data are subject to audit and verification procedures that could result in material changes in the final data.** From time to time, we may publicly disclose interim, preliminary, or topline data from our preclinical studies and clinical trials, which is based on a preliminary analysis of then-available data, and the results and related findings and conclusions are subject to change following a more comprehensive review of the data related to the particular trial. We also make assumptions, estimations, calculations, and conclusions as part of our analyses of data, and we may not have received or had the opportunity to fully and carefully evaluate all data. As a result, the interim, preliminary, or topline results that we report may differ from future results of the same trials, or different conclusions or considerations may qualify such results, once additional data have been received and fully evaluated. Topline data also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary data we previously published. As a result, topline data should be viewed with caution until the final data are available. From time to time, we may also disclose interim, preliminary, or topline data from our clinical studies. Interim, topline, or preliminary data from clinical trials that we may complete are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and more patient data become available. Adverse differences between preliminary, topline, or interim data and final data could significantly harm our business prospects. Further, others, including regulatory agencies, may not accept or agree with our assumptions, estimates, calculations, conclusions, or analyses or may interpret or weigh the importance of data differently, which could impact the value of the particular program, the approvability or commercialization of the particular product candidate or product and the value of our company in general. In addition, the information we choose to publicly disclose regarding a particular study or clinical trial is based on what is typically extensive information, and you or others may not agree with what we determine is the material or otherwise appropriate information to include in our disclosure, and any information we determine not to disclose may ultimately be deemed significant with respect to future decisions, conclusions, views, activities or otherwise regarding a particular product, product candidate or our business. If the topline data that we report differ from actual results, or if others, including regulatory authorities, disagree with the conclusions reached, our ability to obtain approval for, and commercialize, our product candidates may be harmed, which could harm our business, operating results, prospects, or financial condition. **** **We and our collaborators may not achieve projected discovery and development milestones and other anticipated key events in the time frames that we or they announce, which could have an adverse impact on our business and could cause our stock price to decline.** From time to time, we expect that we will make public statements regarding the expected timing of certain milestones and key events, such as the commencement and completion of preclinical and IND-enabling studies in our product candidate discovery programs with collaborators as well as the commencement and completion of planned clinical trials in those programs. The actual timing of these events can vary dramatically due to a number of factors such as delays or failures in our or any current or future collaborators product candidate discovery and development programs, the amount of time, effort and resources committed by us and any current or future collaborators, and the numerous uncertainties inherent in the development of therapies. As a result, there can be no assurance that our or any current or future collaborators programs will advance or be completed in the time frames we or they announce or expect. If we or any collaborators fail to achieve one or more of these milestones or other key events as planned, our business could be materially adversely affected, and the price of our Common Stock could decline. **Clinical trials are expensive, time-consuming, and difficult to design and implement.** Human clinical trials are expensive and difficult to design and implement, in part because they are subject to rigorous regulatory requirements. Because our current and potential future product candidates are based on new technologies and discovery approaches, we expect that they will require extensive research and development and have substantial manufacturing and processing costs. In addition, the FDA or other regulatory authorities may require us to perform additional testing before commencing clinical trials and be hesitant to allow us to enroll patients impacted with our targeted disease indications in our future clinical trials. If we are unable to enroll patients impacted by our targeted disease indications in our future clinical trials, we would be delayed in obtaining potential proof-of-concept data in humans, which could extend our development timelines. In addition, costs to treat patients and to treat potential side effects that may result from our product candidates may be significant. Accordingly, our clinical trial costs are likely to be high and could have a material adverse effect on our business, financial condition, results of operations and prospects. **** 34 **** **If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.** We may not be able to initiate or continue any clinical trials for our current or potential future product candidates if we are unable to locate and enroll a sufficient number of eligible patients to participate in these trials as required by the FDA or other regulatory authorities. We cannot predict how difficult it will be to enroll patients for trials in the indications we are studying. We may experience difficulties in patient enrollment in our clinical trials for a variety of reasons. The enrollment of patients depends on many factors, including: | | the severity of the disease under investigation; | | | | patient eligibility criteria defined in the clinical trial protocol; | | | | the size of the patient population required for analysis of the trials primary endpoints; | | | | the proximity and availability of clinical trial sites for prospective patients; | | | | willingness of physicians to refer their patients to our clinical trials; | | | | our ability to recruit clinical trial investigators with the appropriate competencies and experience; | | | | clinicians and patients perceptions as to the potential advantages of the product candidate being studied in relation to other available therapies, including any new drugs that may be approved for the indications we are investigating; | | | | our ability to obtain and maintain patient consents; | | | | the risk that patients enrolled in clinical trials will drop out of the trials before completion; and | | | | factors we may not be able to control, such as current or potential pandemics, that may limit the availability of patients, principal investigators or staff or clinical sites to participate in our clinical trials. | | In addition, our future clinical trials will compete with other clinical trials for product candidates that are in the same therapeutic areas as our product candidates, and this competition will reduce the number and types of patients available to us, because some patients who might have opted to enroll in our trials may instead opt to enroll in a trial being conducted by one of our competitors. Since the number of qualified clinical investigators is limited, we expect to conduct some of our clinical trials at the same clinical trial sites that some of our competitors use, which will reduce the number of patients who are available for our clinical trials at such clinical trial sites. Additionally, because some of our clinical trials will be in patients with advanced disease who may experience disease progression or adverse events independent from our product candidates, such patients may be unevaluable for purposes of the trial and, as a result, we may require additional enrollment. Delays in patient enrollment may result in increased costs or may affect the timing or outcome of the planned clinical trials, which could prevent completion of these trials and adversely affect our ability to advance the development of our product candidates. **** **If clinical trials for our product candidates are prolonged, delayed, or stopped, we may be unable to seek or obtain regulatory approval and commercialize our product candidates on a timely basis, or at all, which would require us to incur additional costs and delay our receipt of any product revenue.** We may experience delays in our ongoing or future preclinical studies or clinical trials, and we do not know whether future preclinical studies or clinical trials will begin on time, need to be redesigned, enroll an adequate number of patients on time, or be completed on schedule, if at all. The commencement or completion of these clinical trials could be substantially delayed or prevented by many factors, including: | | further discussions with the FDA or comparable foreign regulatory authorities regarding the scope or design of our clinical trials, including the endpoint measures required for regulatory approval and our statistical plan; | | 35 | | the limited number of, and competition for, suitable study sites and investigators to conduct our clinical trials, many of which may already be engaged in other clinical trial programs with similar patients, including some that may be for the same indications as our product candidates; | | | | any delay or failure to obtain timely approval or agreement to commence a clinical trial in any of the countries where enrollment is planned; | | | | inability to obtain sufficient funds required for a clinical trial; | | | | clinical holds on, or other regulatory objections to, a new or ongoing clinical trial; | | | | delay or failure to manufacture sufficient quantities or inability to produce quantities of consistent quality, purity and potency of the product candidate for our clinical trials; | | | | delay or failure to reach agreement on acceptable clinical trial agreement terms or clinical trial protocols with prospective sites or CROs, the terms of which can be subject to extensive negotiation and may vary significantly among different sites or CROs; | | | | delay or failure to obtain institutional review board (IRB) or ethics committee approval to conduct a clinical trial at a prospective site; | | | | the FDA or other comparable foreign regulatory authorities may require us to submit additional data or impose other requirements before permitting us to initiate a clinical trial; | | | | slower than expected rates of patient recruitment and enrollment; | | | | failure of patients to complete the clinical trial; | | | | the inability to enroll a sufficient number of patients in studies to ensure adequate statistical power to detect statistically significant treatment effects; | | | | unforeseen safety issues, including severe or unexpected drug-related adverse effects experienced by patients, including possible deaths; | | | | lack of efficacy or failure to measure a statistically significant clinical benefit within the dose range with an acceptable safety margin during clinical trials; | | | | termination of our clinical trials by one or more clinical trial sites; | | | | inability or unwillingness of patients or clinical investigators to follow our clinical trial protocols; | | | | inability to monitor patients adequately during or after treatment by us or our CROs; | | | | our CROs or clinical study sites failing to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all, deviating from the protocol or dropping out of a study; | | | | inability to address any noncompliance with regulatory requirements or safety concerns that arise during the course of a clinical trial; | | | | the need to suspend, repeat or terminate clinical trials as a result of non-compliance with regulatory requirements, inconclusive or negative results or unforeseen complications in testing; and | | | | the suspension or termination of our clinical trials upon a breach or pursuant to the terms of any agreement with, or for any other reason by, any future strategic collaborator that has responsibility for the clinical development of any of our product candidates. | | Changes in regulatory requirements, policies, and guidelines may also occur and we may need to significantly modify our clinical development plans to reflect these changes with appropriate regulatory authorities. These changes may require us to renegotiate terms with CROs or resubmit clinical trial protocols to IRBs for re-examination, which may impact the costs, timing, or successful completion of a clinical trial. Our clinical trials may be suspended or terminated at any time by us, the FDA, other regulatory authorities, the IRB overseeing the clinical trial at issue, any of our clinical trial sites with respect to that site, or us. 36 Any failure or significant delay in commencing or completing clinical trials for our product candidates, any failure to obtain positive results from clinical trials, any safety concerns related to our product candidates, or any requirement to conduct additional clinical trials or other testing of our product candidates beyond those that we currently contemplate would adversely affect our ability to obtain regulatory approval and our commercial prospects and ability to generate product revenue will be diminished. **** **If we decide to seek orphan drug designation for one or more of our product candidates, we may be unsuccessful or may be unable to maintain the benefits associated with orphan drug designation for our current or future product candidates that we may develop.** Under the Orphan Drug Act, the FDA may designate a product candidate as an orphan drug if it is a drug or biologic product intended to treat a rare disease or condition, which is generally defined as a patient population of fewer than 200,000 individuals annually in the UnitedStates, or where there is no reasonable expectation that the cost of developing the product will be recovered from sales in the UnitedStates. We may seek orphan drug designation for certain indications for our product candidates in the future. Orphan drug designation neither shortens the development time or regulatory review time of a drug nor gives the drug any advantage in the regulatory review or approval process. Orphan drug designation can entitle a party to financial incentives such as opportunities for grant funding towards clinical trial costs, tax advantages and user-fee waivers. In addition, if a product candidate with an orphan drug designation receives the first marketing approval for the indication for which it has such designation, the product is entitled to a period of marketing exclusivity, which precludes the FDA from approving another marketing application for the same drug for the same indication for sevenyears. The FDA may reduce the seven-year exclusivity if the same drug from a competitor demonstrates clinical superiority to the product with orphan exclusivity or if the FDA finds that the holder of the orphan exclusivity has not shown that it can assure the availability of sufficient quantities of the orphan product to meet the needs of patients with the disease or condition for which the drug was designated. Even if one of our product candidates receives orphan exclusivity, the FDA can still approve other drugs that have a different active ingredient for use in treating the same indication or disease. In addition, exclusive marketing rights in the UnitedStates may be limited if we seek approval for an indication broader than the orphan-designated indication or may be lost if the FDA later determines that the request for designation was materially defective or if the manufacturer is unable to assure sufficient quantities of the product to meet the needs of patients with the rare disease or condition. Further, even if we obtain orphan drug exclusivity for a product, that exclusivity may not effectively protect the product from competition because different drugs with different active moieties can be approved for the same condition, and while we may seek orphan drug designation for our product candidates, we may never receive such designations. In addition, the FDA may reevaluate the Orphan Drug Act and its regulations and policies. We do not know if, when, or how the FDA may change the orphan drug regulations and policies in the future, and it is uncertain how any changes might affect our business. Depending on what changes the FDA may make to its orphan drug regulations and policies, our business could be adversely impacted. **** **We may not be able to conduct, or contract with others to conduct, animal testing in the future, which could harm our research and development activities.** Certain laws and regulations relating to drug development require us to test our product candidates on animals before initiating clinical trials involving humans. Animal testing activities have been the subject of controversy and adverse publicity. Animal rights groups and other organizations and individuals have attempted to stop animal testing activities by pressing for legislation and regulation in these areas and by disrupting these activities through protests and other means. To the extent the activities of these groups are successful, our research and development activities may be interrupted or delayed. **** **Risks Related to Third Parties** **** **We rely on third parties to conduct our preclinical studies and our clinical trial for EB103, and plan to rely on third parties to conduct any clinical trials for our other product candidates, and those third parties may not perform satisfactorily.** We expect to rely on third-party clinical investigators, CROs, clinical data management organizations, and consultants to design, conduct, supervise, and monitor certain preclinical studies and any clinical trials. Because we intend to rely on these third parties and will not have the ability to conduct certain preclinical studies or clinical trials independently, we will have less control over the timing, quality, and other aspects of such preclinical studies and clinical trials than we would have had we conducted them on our own. These investigators, CROs, clinical data management organizations, and consultants will not be our employees and we will have limited control over the amount of time and resources that they dedicate to our programs. Some of these third parties may terminate their engagements with us at any time. We also expect to have to negotiate budgets and contracts with CROs, clinical trial sites and contract manufacturing organizations and we may not be able to do so on favorable terms, which may result in delays to our development timelines and increased costs. If we need to enter into alternative arrangements with, or replace or add any third parties, it would involve substantial cost and require extensive management time and focus, or involve a transition period, and may delay our drug development activities, as well as materially impact our ability to meet our desired clinical development timelines. These third parties may have contractual relationships with other entities, some of which may be our competitors, which may draw time and resources from our programs. The third parties with which we may contract might not be diligent, careful, or timely in conducting our preclinical studies or clinical trials, resulting in the preclinical studies or clinical trials being delayed or unsuccessful. 37 Our reliance on these third parties for such drug development activities will reduce our control over these activities. As a result, we will have less direct control over the conduct, timing, and completion of preclinical studies and clinical trials and the management of data developed through preclinical studies and clinical trials than would be the case if we were relying entirely upon our own staff. Nevertheless, we will be responsible for ensuring that each of our studies and trials is conducted in accordance with applicable protocol, legal, and regulatory requirements and scientific standards, including good laboratory practice (GLP), good clinical practice (GCP), Current Good Manufacturing Practice (cGMP), and Current Good Tissue Practice (cGTP), and our reliance on third parties does not relieve us of our regulatory responsibilities. For example, we will remain responsible for ensuring that each of our clinical trials is conducted in accordance with the general investigational plan and protocols for the trial. Moreover, the FDA and other regulatory authorities require us to comply with GCP standards, regulations for conducting, recording, and reporting the results of clinical trials to assure that data and reported results are reliable and accurate and that the rights, integrity, and confidentiality of trial participants are protected. Regulatory authorities enforce these GCP requirements through periodic inspections of trial sponsors, principal investigators, and trial sites. If we or any of our CROs, clinical sites and investigators fail to comply with applicable GCP requirements, the clinical data generated in our clinical trials may be deemed unreliable and the FDA, European Medicines Agency (EMA), or other regulatory authorities may require us to perform additional clinical trials before approving our marketing applications. There can be no assurance that upon inspection by a given regulatory authority, such regulatory authority will determine that any of our clinical trials substantially comply with GCP regulations. In addition, our clinical trials must be conducted with product candidates produced under cGMP regulations and will require a large number of test patients. Our failure or any failure by these third parties to comply with these regulations or to recruit a sufficient number of patients, may require us to repeat clinical trials, which would delay the regulatory approval process. Moreover, our business may be implicated if any of these third parties violates FDA regulatory requirements as well as federal or state healthcare laws and regulations or healthcare privacy and security laws. If these third parties do not successfully carry out their contractual duties, meet expected deadlines or conduct our clinical trials in accordance with regulatory requirements or our stated protocols, or if these third parties need to be replaced, we will not be able to obtain, or may be delayed in obtaining, marketing approvals for our product candidates and will not be able to, or may be delayed in our efforts to, successfully commercialize our product candidates. As a result, our financial results and the commercial prospects for our product candidates would be harmed, our costs could increase and our ability to generate revenue could be delayed. **** **We depend on strategic partnerships, such as the Licensing Agreement with Eureka and may in the future depend on collaborations, such as our prior Collaboration Agreement with Imugene, for the development and commercialization of EB103, EB104, and future product candidates in certain indications, and if these arrangements are unsuccessful, this could impair our ability to generate revenues and materially harm our results of operations.** **** Our business strategy for the research of EB103s use in conjunction with CF33-CD19t was previously dependent upon maintaining our arrangement with Imugene under the Collaboration Agreement, which concluded its research plan on August 30, 2023. Our ongoing strategy relies on arrangements with strategic partners, research collaborators, and others, such as the Licensing Agreement with Eureka, which grants us an exclusive license to use ARTEMIS technology in connection with CD19 and CD22 in the Licensed Territory. These agreements provide for, among other things, intellectual property rights and significant future payments should certain development, regulatory, and commercial milestones be achieved. As a result, we may not be able to conduct these collaborations in the manner or on the time schedule we previously contemplated, which may negatively impact our business operations. Additionally, the development and commercialization of potential product candidates under our collaboration agreements could be substantially delayed, and our ability to receive future funding could be substantially impaired if one or more of our collaborators: | | shifts its priorities and resources away from our collaborations due to a change in business strategies, or a merger, acquisition, sale, or downsizing of its company or business unit; | | | | ceases development in therapeutic areas which are the subject of our collaboration; | | 38 | | fails to select a product candidate for advancement into preclinical development, clinical development, or subsequent clinical development into a marketed product; | | | | changes the success criteria for a particular product candidate, thereby delaying or ceasing development of such product candidate; | | | | significantly delays the initiation or conduct of certain activities which could delay our receipt of milestone payments tied to such activities, thereby impacting our ability to fund our own activities; | | | | develops a product candidate that competes, either directly or indirectly, with our product candidates; | | | | does not obtain the requisite regulatory approval of a product candidate; | | | | does not successfully commercialize a product candidate; | | | | encounters regulatory, resource or quality issues and is unable to meet demand requirements; | | | | exercises its rights under the agreement to terminate the collaboration, or otherwise withdraws support for, or otherwise impairs development under the collaboration; | | | | disagrees on the research, development or commercialization of a product candidate resulting in a delay in milestones, royalty payments, or termination of research and development activities for such product candidate; and | | | | uses our proprietary information or intellectual property in such a way as to jeopardize our rights in such property. | | In addition, the termination of our existing collaborations or any future strategic partnership or collaboration arrangement that we enter into may prevent us from receiving any milestone, royalty payment, sharing of profits, and other benefits under such agreement. Furthermore, disagreements with these parties could require or result in litigation or arbitration, which would be time-consuming and expensive. Any of these events could have a material adverse effect on our ability to develop and commercialize any of our product candidates and may adversely impact our business, prospects, financial condition, and results of operations. **** **We may not realize the anticipated benefits of our prior collaboration agreement with Imugene.** Our prior collaboration with Imugene, which concluded its research plan on August 30, 2023, explored the therapeutic potential of a combination of Imugenes CF33-CD19t in conjunction with EB103 for the treatment of solid tumors. However, Imugene could develop therapies outside of our collaboration that do not utilize EB103. For example, Imugene could develop an oncolytic virus that forces tumors to express a protein other than CD19 for a mark and kill approach to treating solid tumors, which would require a combination with a T-cell therapy other than EB103. **** **We may not be able to enter into additional strategic transactions on acceptable terms, if at all, which could adversely affect our ability to develop and commercialize current and potential future product candidates and technologies, impact our cash position, increase our expenses and present significant distractions to our management.** From time to time, we consider strategic transactions, such as collaborations, geographic partnerships for the co-development and/or co-commercialization of our product candidates in selected territories, acquisitions of companies, asset purchases, joint ventures, out-or in-licensing of product candidates or technologies and biomanufacturing partnerships. For example, we will evaluate and, if strategically attractive, seek to enter into collaborations, including with biotechnology or biopharmaceutical companies, contract development manufacturing organizations, or hospitals. The competition for collaborators is intense, and the negotiation process is time-consuming and complex. If we are not able to enter into strategic transactions, we may not have access to required liquidity or expertise to further develop our current or potential future product candidates. Any such collaboration, or other strategic transaction, may require us to incur non-recurring or other charges, increase our near-and long-term expenditures and pose significant integration or implementation challenges or disrupt our management or business. 39 We also may acquire additional technologies and assets, form strategic alliances, or create joint ventures with third parties that we believe will complement or augment our existing business, but we may not be able to realize the benefit of acquiring such assets. Conversely, any new collaboration that we do enter into may be on terms that are not optimal for us, our product candidates, or our technologies. These transactions would entail numerous operational and financial risks, including: | | exposure to unknown liabilities; | | | | disruption of our business and diversion of our managements time and attention in order to negotiate and manage a collaboration or develop acquired products, product candidates, or technologies; | | | | incurrence of substantial debt or dilutive issuances of equity securities to pay transaction consideration or costs; | | | | higher-than-expected collaboration, acquisition or integration costs, write-downs of assets or goodwill or impairment charges, or increased amortization expenses; | | | | difficulty and cost in facilitating the collaboration or combining the operations and personnel of any acquired business; | | | | impairment of relationships with key suppliers, manufacturers, or customers of any acquired business due to changes in management and ownership; and | | | | the inability to retain key employees of any acquired business. | | Accordingly, although there can be no assurance that we will undertake or successfully complete any transactions of the nature described above, any transactions that we do complete may be subject to the foregoing or other risks and our business could be materially harmed by such transactions. Conversely, any failure to enter any collaboration or other strategic transaction that would be beneficial to us could delay the development and potential commercialization of our product candidates and technologies and have a negative impact on the competitiveness of any product candidate or technology that reaches market. In addition, to the extent that any future collaborators terminate a collaboration agreement, we may be forced to independently develop our current and future product candidates and technologies, including funding preclinical studies or clinical trials, assuming marketing and distribution costs and maintaining, enforcing and defending intellectual property rights, or, in certain instances, abandon product candidates and technologies altogether, any of which could result in a change to our business plan and have a material adverse effect on our business, financial condition, results of operations and prospects. **** **The manufacturing of our product candidates is complex. We may encounter difficulties in production, and because we currently rely on Eureka as our sole supplier of clinical drug product, any such difficulties or any disruption in our relationship with Eureka could delay or halt our clinical programs and, if approved, commercial supply.** The manufacture of biopharmaceutical products is complex and requires significant expertise, including the development of advanced manufacturing techniques and process controls. The process of manufacturing our product candidates is also extremely susceptible to product loss due to contamination, equipment failure or improper installation or operation of equipment, operator error, inconsistency in yields, variability in product characteristics and difficulties in scaling the production process. Even minor deviations from normal manufacturing processes could result in reduced production yields, product defects and other supply disruptions. If microbial, viral or other contaminations are discovered in our product candidates or the manufacturing facilities in which they are made, the facilities may need to be closed for an extended period of time to investigate and remedy the contamination. As a result of these complexities, the cost to manufacture biologics in general, and our cell-based product candidates in particular, is generally higher than traditional small molecule chemical compounds, and the manufacturing process is less reliable and is more difficult to reproduce. 40 We currently do not own or operate any manufacturing facilities and have limited personnel with manufacturing experience. We rely entirely on Eureka Therapeutics, Inc., our parent and controlling stockholder, to manufacture EB103 and our other ARTEMIS T-cell product candidates for our preclinical studies and clinical trials under our license and services arrangements, and Eureka is currently our **sole supplier** of clinical drug product. Eureka manufactures our product candidates at a limited number of facilities. If Eureka experiences any manufacturing, quality, safety, regulatory or other operational problems, if it fails to perform its obligations in accordance with applicable specifications, cGMP requirements or other regulatory requirements, if it is unable or unwilling to supply us with sufficient quantities of our product candidates on a timely basis and at acceptable costs, or if our arrangements with Eureka are terminated or materially disrupted, we would not have an immediately available alternative source of supply. Identifying, qualifying and transferring our manufacturing processes to one or more replacement manufacturers would be time-consuming and costly, would require additional regulatory filings and approvals, and could involve unforeseen technical challenges. Any such transition could result in substantial delays in our ongoing or planned clinical trials, increased development and manufacturing costs, and, if our product candidates are approved, interruptions or delays in commercial supply. Any adverse developments affecting manufacturing operations for our product candidates, whether at Eureka or any future third-party manufacturer, may result in shipment delays, inventory shortages, lot failures, product withdrawals or recalls, or other interruptions in the supply of our products. We may also have to take inventory write-offs and incur other charges and expenses for products that fail to meet specifications, undertake costly remediation efforts, or seek more costly manufacturing alternatives. Furthermore, it is too early to estimate our cost of goods sold. The actual cost to manufacture our product candidates could be greater than we expect because we are early in our development efforts. **** **Changes in methods of product candidate manufacturing or formulation may result in the need to perform new clinical trials, which would require additional costs and cause delay.** As product candidates are developed through preclinical to late-stage clinical trials towards approval and commercialization, it is common that various aspects of the development program, such as manufacturing methods and formulation, are altered along the way in an effort to optimize yield and manufacturing batch size, minimize costs and achieve consistent quality and results. Such changes carry the risk that they will not achieve these intended objectives. Any of these changes could cause our product candidates to perform differently and affect the results of ongoing, planned, or future clinical trials conducted with the altered materials. This could delay completion of clinical trials, require the conduct of bridging clinical trials or the repetition of one or more clinical trials, increase clinical trial costs, delay approval of our product candidates and jeopardize our ability to commence product sales and generate revenue. **** **Risks Related to Our Business and Operations** **** **If the market opportunities for our current and potential future product candidates, are smaller than we believe they are, our future product revenues may be adversely affected, and our business may suffer.** Our understanding of the number of people who suffer from diseases that our current product candidates may be able to treat are based on estimates. These estimates may prove to be incorrect, and new studies may reduce the estimated incidence or prevalence of these diseases. The number of patients in the UnitedStates or elsewhere may turn out to be lower than expected, may not be otherwise amenable to treatment with our current or potential future product candidates or patients may become increasingly difficult to identify and access, all of which would adversely affect our business prospects and financial condition. In particular, the treatable population for our candidates may further be reduced if our estimates of addressable populations are erroneous or sub-populations of patients do not derive benefit from our product candidates. Further, there are several factors that could contribute to making the actual number of patients who receive our current or potential future product candidates less than the potentially addressable market. These include the lack of widespread availability of, and limited reimbursement for, new therapies in many underdeveloped markets. **** **Our management has a limited understanding of artificial intelligence (AI), and may not be able to fully assess potential risks posed to our business by AI or to capture any potential benefits to our business AI could provide. In the event AI is used to better effect by our competitors it could lead to countervailing discoveries that may undermine our current pipeline. Our limited understanding of AI could also lead to potential security risks and breaches.** The potential adoption and integration of Artificial Intelligence (AI) in our operations present a range of risks that could adversely affect our business. AI technologies are evolving rapidly, and our management has limited ability to fully assess or predict the potential long-term risks and disruptions they may bring. As AI technologies continue to develop, we may face significant challenges in adapting to new market conditions or operational realities, as competitors may leverage AI to gain competitive advantages or disrupt established business models. 41 Moreover, AI systems have the potential to make unforeseen or unintended discoveries that may disrupt existing products, services, or business strategies. These countervailing discoveries could render our current operations or offerings obsolete, or cause unforeseen consequences that are difficult to mitigate. As AI-driven developments evolve, the risk of encountering these unintended outcomes increases, and our ability to anticipate or control them may be limited. Additionally, the rapid deployment of AI by competitors could create significant competitive risks. Competitors may be able to develop or adopt AI technologies faster than we can, potentially outpacing our innovation or efficiency improvements. This could result in a loss of market share, reduced profitability, and increased difficulty in maintaining a competitive position within our industry. AI systems, if not adequately secured, could expose our company to cybersecurity threats, including data breaches, intellectual property theft, and system compromises. The exploitation of such vulnerabilities could lead to reputational damage, legal liabilities, and regulatory penalties. Given these risks, our management may not be able to fully identify, assess, or address all the potential negative consequences associated with AI.As such, AI-related risks, including those from competitors advancements, security breaches, and unforeseen discoveries, could materially disrupt our operations and adversely affect our financial performance. **** **We face competition from companies that have developed or may develop product candidates for the treatment of the diseases that we may target, including companies developing novel therapies and platform technologies. If these companies develop therapies or platform technologies more rapidly than we do, or if their therapies or platform technologies are more effective or have fewer side effects, our ability to develop and successfully commercialize therapies may be adversely affected.** The development and commercialization of T-cell therapies is highly competitive. We compete with a variety of large pharmaceutical companies, multinational biopharmaceutical companies, other biopharmaceutical companies, and specialized biotechnology companies, as well as technology and therapeutics being developed at universities and other research institutions. Our competitors are often larger and better funded than we are. Our competitors have developed, are developing, or will develop product candidates and processes competitive with ours. Competitive therapeutic treatments include those that have already been approved and accepted by the medical community and any new treatments that are currently in development or that enter the market. We believe that a significant number of product candidates are currently under development, and may become commercially available in the future, for the treatment of conditions for which we may try to develop product candidates. There is intense and rapidly evolving competition in the biotechnology and biopharmaceutical fields. We believe that while EB103, EB104, EB201 and research relating to the use of EB103 in conjunction with CF33-CD19t, their associated intellectual property, the characteristics of our current and potential future product candidates, and our scientific and technical know-how together give us a competitive advantage in this space, competition from many sources remains. Many of our competitors have significantly greater financial, technical, manufacturing, marketing, sales, and supply resources or experience than we do. If we successfully obtain approval for any product candidate, we will face competition based on many different factors, including the safety and effectiveness of our product candidates, the ease with which our product candidates can be administered, the timing and scope of regulatory approvals for these product candidates, the availability and cost of manufacturing, marketing and sales capabilities, price, reimbursement coverage, and patent position. Competing products and product candidates could present superior treatment alternatives, including by being more effective, safer, less expensive, or marketed and sold more effectively than any products we may develop. Competitive products and product candidates may make any product we develop obsolete or noncompetitive before we recover the expense of developing and commercializing such product. Such competitors could also recruit our employees, which could negatively impact our level of expertise and our ability to execute our business plan. **** 42 **** **Any inability to attract and retain qualified key management, technical personnel and employees would impair our ability to implement our business plan.** Our success largely depends on the continued service of our and Eurekas key executive management, advisors, and other specialized personnel. Our and Eurekas senior management may terminate their employment with us and Eureka, as applicable, at any time. We do not maintain key person insurance for any of our employees. The loss of one or more members of our or Eurekas executive team, management team, or other key employees or advisors could delay our research and development programs and have a material adverse effect on our business, financial condition, results of operations, and prospects. Recruiting and retaining qualified scientific and clinical personnel and, if we progress the development of any of our product candidates, commercialization, manufacturing, and sales and marketing personnel, will be critical to our success. The loss of the services of members of our or Eurekas senior management or other key employees could impede the achievement of our research, development, and commercialization objectives and seriously harm our ability to successfully implement our business strategy. Furthermore, replacing members of our or Eurekas senior management and key employees may be difficult and may take an extended period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to successfully develop, gain regulatory approval of, and commercialize our product candidates. Our success also depends on our and Eurekas ability to continue to attract, retain, and motivate highly skilled junior, mid-level, and senior managers, as well as and Eurekas junior, mid-level, and senior scientific and medical personnel. Competition to hire from this limited candidate pool is intense, and we and Eureka may be unable to hire, train, retain or motivate these key personnel on acceptable terms given the competition among numerous pharmaceutical and biotechnology companies for similar personnel. We and Eureka also experience competition for the hiring of scientific and clinical personnel from universities and research institutions. In addition, through the Services Agreement with Eureka, we rely on consultants and advisors, including scientific and clinical advisors, to assist us in formulating our research and development and commercialization strategy. Such consultants and advisors are also consultants and advisors to Eureka, and may have additional commitments under consulting or advisory contracts with other entities, that may limit their availability to us and adversely impact the benefits we realize from the Services Agreement and our research and development and commercialization strategy. **** **We may experience difficulties in managing our growth and expanding our operations.** As our current and potential future product candidates enter and advance through preclinical studies and any clinical trials, we will need to expand our development, regulatory, and manufacturing capabilities or contract with other organizations to provide these capabilities for us. To manage our anticipated future growth, we will continue to implement and improve our managerial, operational, and financial systems and continue to recruit and train additional qualified personnel. Due to our limited financial resources and the complexity in managing a company with such anticipated growth, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel. The expansion of our operations may lead to significant costs and may divert our management and business development resources. Any inability to manage growth could delay the execution of our business plans or disrupt our operations. In addition, future growth imposes significant added responsibilities on members of management, including: identifying, recruiting, integrating, maintaining, and motivating additional employees; managing our internal development efforts effectively, including the clinical and FDA review process for our product candidates, while complying with our contractual obligations to contractors and other third parties; and improving our operational, financial and management controls, reporting systems and procedures. We may also experience difficulties in the discovery and development of potential future product candidates if we are unable to meet demand as we grow our operations. In the future, we also expect to have to manage additional relationships with collaborators, suppliers, and other organizations. Our ability to manage our operations and future growth will require us to continue to improve our operational, financial, and management controls, reporting systems, and procedures, and to secure adequate facilities for our operational needs. We may not be able to implement improvements to our management information and control systems in an efficient or timely manner and may discover deficiencies in existing systems and controls. 43 **If any of our product candidates is approved for marketing and commercialization in the future and we are unable to develop sales, marketing, and distribution capabilities on our own or enter into agreements with third parties to perform these functions on acceptable terms, we will be unable to successfully commercialize any such future products.** We will need to develop internal sales, marketing, and distribution capabilities to commercialize each current and potential future product candidate that gains, if ever, FDA or other regulatory authority approval, which would be expensive and time-consuming, or enter into collaborations with third parties to perform these services. If we decide to market any approved products directly, we will need to commit significant financial and managerial resources to develop a marketing and sales force with technical expertise and supporting distribution, administration, and compliance capabilities. If we rely on third parties with such capabilities to market any approved products or decide to co-promote products with third parties, we will need to establish and maintain marketing and distribution arrangements with third parties, and there can be no assurance that we will be able to enter into such arrangements on acceptable terms or at all. In entering into third-party marketing or distribution arrangements, any revenue we receive will depend upon the efforts of the third parties and we cannot assure you that such third parties will establish adequate sales and distribution capabilities or be successful in gaining market acceptance for any approved product. If we are not successful in commercializing any product approved in the future, either on our own or through third parties, our business and results of operations could be materially and adversely affected. **** **Public opinion and scrutiny of immunotherapy approaches may impact public perception of Estrella and product candidates, or may adversely affect our ability to conduct our business and our business plans.** Public perception may be influenced by claims, such as claims that immunotherapies are unsafe, unethical, or immoral and, consequently, our approach may not gain the acceptance of the public or the medical community. Negative public reaction to immunotherapy in general could result in greater government regulation and stricter labeling requirements of immunotherapy products, including any of our product candidates, and could cause a decrease in the demand for any products we may develop. Adverse public attitudes may adversely impact our ability to enroll clinical trials. Moreover, our success will depend upon physicians specializing in the treatment of those diseases that our product candidates target prescribing, and their patients being willing to receive, treatments that involve the use of our product candidates in lieu of, or in addition to, existing treatments they are already familiar with and for which greater clinical data may be available. More restrictive government regulations or negative public opinion could have an adverse effect on our business or financial condition and may delay or impair the development and commercialization of our product candidates or demand for any products we may develop. Adverse events in our clinical trials, even if not ultimately attributable to our product candidates, and the resulting publicity could result in increased governmental regulation, unfavorable public perception, potential regulatory delays in the testing or approval of our potential product candidates, stricter labeling requirements for those product candidates that are approved and a decrease in demand for any such product candidates. **** **Our potential future international operations may expose us to business, political, operational, and financial risks associated with doing business outside of the UnitedStates.** Our business is subject to risks associated with conducting business internationally. Some of our future clinical trials may be conducted outside of the UnitedStates and we may enter into key supply arrangements or do other business with persons outside of the UnitedStates. Furthermore, if we or any future collaborator succeeds in developing any products, we anticipate marketing them in the European Union and other jurisdictions in addition to the UnitedStates. If approved, we or any future collaborator may hire sales representatives and conduct physician and patient association outreach activities outside of the UnitedStates. Doing business internationally involves a number of risks, including but not limited to: | | multiple, conflicting, and changing laws and regulations such as those relating to privacy, data protection and cybersecurity, tax laws, export and import restrictions, employment laws, regulatory requirements, and other governmental approvals, permits and licenses; | | | | failure by us to obtain and maintain regulatory approvals for the commercialization of our product candidates in various countries; | | | | rejection or qualification of foreign clinical trial data by the competent authorities of other countries; | | | | additional potentially relevant third-party patent rights; | | | | complexities and difficulties in obtaining, maintaining, protecting and enforcing our intellectual property rights; | | | | difficulties in staffing and managing foreign operations; | | 44 | | complexities associated with managing multiple payor reimbursement regimes, government payors or patient self-pay systems; | | | | limits in our ability to penetrate international markets; | | | | financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises on demand, and payment for our products and exposure to foreign currency exchange rate fluctuations; | | | | natural disasters, political and economic instability, including wars, terrorism and political unrest, outbreak of disease, boycotts, curtailment of trade, and other business restrictions; | | | | certain expenses including, among others, expenses for travel, translation, and insurance; and | | | | regulatory and compliance risks that relate to anti-corruption compliance and record-keeping that may fall within the purview of the U.S.Foreign Corrupt Practices Act, its accounting provisions or its anti-bribery provisions or provisions of anti-corruption or anti-bribery laws in other countries. | | Any of these factors could harm our ongoing international operations and supply chain, as well as any future international expansion and operations and, consequently, our business, financial condition, prospects and results of operations. **** **Our business entails a significant risk of product liability, and our inability to obtain sufficient insurance coverage could have a material adverse effect on our business, financial condition, results of operations and prospects.** As we conduct preclinical studies and future clinical trials of our current and potential future product candidates, we will be exposed to significant product liability risks inherent in the development, testing, manufacturing, and marketing of these product candidates. Product liability claims could delay or prevent completion of our development programs. If we succeed in marketing products, such claims could result in an FDA investigation of the safety and effectiveness of our products, our manufacturing processes and facilities or our marketing programs and potentially a recall of our products or more serious enforcement action, limitations on the approved indications for which they may be used or suspension or withdrawal of approvals. Regardless of the merits or eventual outcome, liability claims may also result in decreased demand for our products, injury to our reputation, costs to defend the related litigation, a diversion of managements time and our resources, substantial monetary awards to trial participants or patients and a decline in our stock price. Any insurance we have or may obtain may not provide sufficient coverage against potential liabilities. Furthermore, clinical trial and product liability insurance is becoming increasingly expensive. As a result, we or any future collaborators may be unable to obtain sufficient insurance at a reasonable cost to protect us against losses caused by product liability claims that could have a material adverse effect on our business, financial condition, results of operations and prospects. **** **Our employees, principal investigators, consultants, and commercial collaborators may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.** We are exposed to the risk of fraud or other misconduct by our employees, principal investigators, consultants, and commercial collaborators. Misconduct by employees could include intentional failures to comply with FDA regulations, provide accurate information to the FDA, comply with manufacturing standards we may establish, comply with federal and state healthcare fraud and abuse laws and regulations, report financial information or data accurately or disclose unauthorized activities to us. In particular, sales, marketing, and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Such misconduct could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to our reputation. It is not always possible to identify and deter misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a material adverse effect on our business and financial condition, including the imposition of significant criminal, civil and administrative fines or other sanctions, such as monetary penalties, damages, fines, disgorgement, imprisonment, exclusion from participation in government-funded healthcare programs, such as Medicare and Medicaid, integrity obligations, reputational harm and the curtailment or restructuring of our operations. **** 45 **** **We depend on sophisticated information technology systems and data processing to operate our business. If we experience security or data privacy breaches or other unauthorized or improper access to, use of, or destruction of our proprietary or confidential data, employee data or personal data, we may face costs, significant liabilities, harm to our brand, and business disruption.** We rely on information technology systems and data processing that we or our service providers, collaborators, consultants, contractors, or partners operate to collect, process, transmit and store electronic information in ourday-to-day operations, including a variety of personal data, such as name, mailing address, email addresses, phone number and potentially clinical trial information. Additionally, we, and our service providers, collaborators, consultants, contractors or partners, do or will collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, and share personal information, health information, and other information to host or otherwise process some of our anticipated future clinical data and that of users, to develop our products, to operate our business, for clinical trial purposes, for legal and marketing purposes, and for other business-related purposes. Our internal computer systems and data processing and those of our third-party vendors, consultants, collaborators, contractors, or partners, including future CROs may be vulnerable to a cyber-attack (including supply chain cyber-attacks), malicious intrusion, breakdown, destruction, loss of data privacy, actions or inactions by our employees or contractors that expose security vulnerabilities, theft, or destruction of intellectual property or other confidential or proprietary information, business interruption or other significant security incidents. As the cyber-threat landscape evolves, these attacks are growing in frequency, level of persistence, sophistication, and intensity, and are becoming increasingly difficult to detect. In addition to traditional computer hackers, threat actors, software bugs, malicious code (such as viruses and worms), employee theft or misuse, denial-of-service attacks (such as credential stuffing), phishing and ransomware attacks, sophisticated nation-state and nation-state supported actors now engage in attacks (including advanced persistent threat intrusions). Furthermore, because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period. Our IT infrastructure is limited given the size and scope of our operations, and we have not conducted a formal standalone IT or cybersecurity risk assessment, nor do we have a dedicated cybersecurity officer. Our process for assessing, identifying and managing cybersecurity risks is not fully integrated into an enterprise-wide risk management program, and we do not have a formal internal process to oversee and identify cybersecurity threats and risks associated with our reliance on Eurekas third-party IT support provider. Instead, we have adopted cybersecurity principles modeled on those used by Eureka, and our IT support is outsourced to Eurekas third-party provider. While we have implemented certain technical and organizational measuresincluding reliance on cloud-based storage (rather than on-premises servers) with daily backups and periodic restore testing, multi-factor authentication for access to our Office 365 environment, role-based access controls for financial data stored on SharePoint, and email protections such as spam/malware filtering, data loss prevention and basic encryptionthese measures are limited and evolving and may prove inadequate to prevent or detect all cybersecurity threats. Cybersecurity oversight for Estrella is integrated into Eurekas IT governance framework and the third-party IT provider, and although our CEO and board receive updates and are responsible for ensuring that cybersecurity measures relevant to Estrella are in place, our dependence on Eurekas IT Governance Committee and its external IT provider may reduce our direct visibility into, and control over, certain cybersecurity risks. There can be no assurance that we, our service providers, collaborators, consultants, contractors, or partners will be successful in efforts to detect, prevent or fully recover systems or data from all breakdowns, service interruptions, attacks or breaches of systems that could adversely affect our business and operations and/or result in the loss of critical or sensitive data. Any failure by us or our service providers, collaborators, consultants, contractors or partners to detect, prevent, respond to or mitigate security breaches or improper access to, use of, or inappropriate disclosure of any of this information or other confidential or sensitive information, including patients personal data, or the perception that any such failure has occurred, could result in claims, litigation, regulatory investigations and other proceedings, significant liability under state, federal and international law, and other financial, legal or reputational harm to us. Further, such failures or perceived failures could result in liability and a material disruption of our development programs and our business operations, which could lead to significant delays or setbacks in our research, delays to commercialization of our product candidates, lost revenues, or other adverse consequences, any of which could have a material adverse effect on our business, results of operations, financial condition, prospects and cash flow. For example, the loss or alteration of clinical trial data from future clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. 46 Additionally, applicable laws and regulations relating to privacy, data protection or cybersecurity, external contractual commitments, and internal privacy and security policies may require us to notify relevant stakeholders if there has been a security breach, including affected individuals, business partners and regulators. Such disclosures are costly, and the disclosures or any actual or alleged failure to comply with such requirements could lead to a materially adverse impact on the business, including negative publicity, a loss of confidence in our services or security measures by our business partners or breach of contract claims. There can be no assurance that the limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages if we fail to comply with applicable data protection laws, privacy policies or other data protection obligations related to information security or security breaches. **** **If we do not comply with laws regulating the protection of the environment and health and human safety, our business could be adversely affected.** We are subject to numerous environmental, health, and safety laws and regulations, including those governing laboratory procedures and the handling, use, storage, treatment and disposal of hazardous materials and wastes. Our operations involve the use of hazardous materials, including chemicals and biological materials. Our operations also produce hazardous waste products. We generally contract with third parties for the disposal of these materials and wastes. We cannot eliminate the risk of contamination or injury from these materials. In the event of contamination or injury resulting from our use of hazardous materials, we could be held liable for any resulting damages, and any liability could exceed our resources. We also could incur significant costs associated with civil or criminal fines and penalties for failure to comply with such laws and regulations. Although we maintain insurance to cover us for costs and expenses, we may incur due to injuries to our employees resulting from the use of hazardous materials, this insurance may not provide adequate coverage against potential liabilities. We do not maintain insurance for environmental liability or toxic tort claims that may be asserted against us in connection with our storage or disposal of biological or hazardous materials. In addition, we may incur substantial costs in order to comply with current or future environmental, health and safety laws and regulations. These current or future laws and regulations may impair our research, development, or production efforts. Our failure to comply with these laws and regulations also may result in substantial fines, penalties, or other sanctions. **** **Our business, operations, financial position and clinical development plans and timelines could be materially adversely affected by the continuing military action in Ukraine, the war between Israel and Hamas, and the armed conflict between the United States/Israel and Iran.** As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in Ukraine, the war between Israel and Hamas commenced in October 2023, and the armed conflict commenced on February 28, 2026 by the United States and Israel against Iran (including joint airstrikes targeting Iranian leadership, nuclear facilities, ballistic missile programs, and military sites, with Iranian retaliatory missile and drone strikes on US bases, Israel, and Gulf states), and related economic sanctions imposed or that may in the future be imposed by certain governments, our financial position and operations may be materially and adversely affected. As our ability to continue to operate will be dependent on raising debt and equity finance, any adverse impact to those markets as a result of these conflicts, including due to increased market volatility (such as surges in energy prices), decreased availability in third-party financing and/or a deterioration in the terms on which it is available (if at all), could negatively impact our business, results of operations, cash flows, financial condition, and/or prospects. The extent of any potential impact is not yet determinable, however. **** 47 **** **Recent volatility in capital markets and lower market prices for our securities may affect our ability to access new capital through sales of shares of our Common Stock or issuance of indebtedness, which may harm our liquidity, limit our ability to grow our business, pursue acquisitions or improve our operating infrastructure and restrict our ability to compete in our markets.** Our operations consume substantial amounts of cash, and we intend to continue to make significant investments to support our business growth, respond to business challenges or opportunities, develop new solutions, retain or expand our current levels of personnel, improve our existing solutions, enhance our operating infrastructure, and potentially acquire complementary businesses and technologies. Our future capital requirements may be significantly different from our current estimates and will depend on many factors, including the need to: | | finance unanticipated working capital requirements; | | | | develop or enhance our technological infrastructure and our existing solutions; | | | | pursue acquisitions or other strategic relationships; and | | | | respond to competitive pressures. | | Accordingly, we may need to pursue equity or debt financings to meet our capital needs. With uncertainty in the capital markets and other factors, such financing may not be available on terms favorable to us or at all. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of Estrella common stock. Any debt financing secured by us in the future could involve additional restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us, we could face significant limitations on our ability to invest in our operations and otherwise suffer harm to our business. **** **Inflation and higher interest rates could increase our operating costs and adversely affect our liquidity and ability to raise capital.** While inflation in the UnitedStates has moderated since its recent peak in June2022, it remains above the Federal Reserves long-term 2.0% target, and interest rates remain elevated compared to the decade prior to the COVID-19 pandemic. Higher inflation and a sustained higher-rate environment may result in increased operating costs, reduced liquidity, lower valuations, and limitations on our ability to access credit or otherwise raise debt and equity capital on acceptable terms. In addition, continued volatility in financial markets, uncertainty around future monetary policy, and any renewed increase in inflationary pressures may further heighten these risks. **** **Risks Related to the Separation and Our Relationship with Eureka** **** **We will incur incremental costs as a standalone public company.** For operational matters outside of the scope of the Services Agreement we entered with Eureka, we may hire additional employees, or out-source certain functions, systems, and infrastructure through contracts with third parties. These initiatives may be costly to implement. To the extent we implement any of these initiatives, we may incur additional operating costs, and the amount and timing of such costs is uncertain. Eureka currently performs or supports many important corporate functions for us pursuant to the Services Agreement. The Services Agreement may be terminated by mutual agreement at any time. Following the termination of, or the expiration of the term of, the Services Agreement, we may not be able to replace the services or enter into appropriate third-party arrangements on terms and conditions, including cost, comparable to those that we will receive from Eureka under our Services Agreement. Additionally, after the Services Agreement terminates, we may be unable to sustain the services at the same levels or obtain the same benefits as when we were receiving such services and benefits from Eureka. If we are required to operate these functions separately in the future, and we do not have our own adequate systems and business functions in place at that time, or are unable to obtain them from other providers, we may not be able to operate our business effectively or at comparable costs, and our profitability may decline. We also share office space with Eureka pursuant to an office sharing agreement that commenced in August2022. If Eureka were to leave or lose its office space, we may not have adequate facilities to operate our business effectively and as required by the Collaboration Agreement or the costs of our office space could increase. **** 48 **** **Certain of our officers or directors may have actual or potential conflicts of interest because of their equity interests in or positions with Eureka.** Our CEO, President, and director, Dr.Liu, currently serves as the CEO and President of Eureka and is also a beneficial owner of more than 10% of Eurekas outstanding equity. Accordingly, Dr.Liu devotes less than full time to the operation of our business. Pursuant to his employment agreement, Dr.Liu is expected to fulfill his duties as our CEO, but is not required to provide a specific number ofhours to our business per week or per month. Dr.Lius position at Eureka and the ownership by our officers and directors of any Eureka equity or equity awards, or Estrella equity awards the vesting for which is based in part on the total stockholder return of Eureka, creates, or may create the appearance of, conflicts of interest when these officers or directors are faced with decisions that could have different implications for Eureka than for us. These potential conflicts could arise, for example, over matters such as the desirability of changes in our business and operations, funding and capital matters, regulatory matters, intellectual property-related conflicts, including those relating to potential improvements to the ARTEMIS platform, possible acquisitions or other corporate opportunities, and agreements with Eureka relating to the Separation or otherwise, allocation of resources and personnel pursuant to the Services Agreement, employee retention or recruiting, or our dividend policy. In addition, our officers or directors may own Eureka common stock or equity awards. Certain of our officers, including Dr.Liu, and our director nominees have holdings of Eureka common stock or equity awards that have a material monetary value. **** **We rely on Eureka for our research and development efforts.** Pursuant to the Services Agreement, Eureka currently performs or supports our important research and development activities. The Services Agreement may be terminated by mutual agreement at any time. Following the termination of, or the expiration of the term of, the Services Agreement, we 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 we will receive from Eureka. Additionally, after the Services Agreement terminates, we may be unable to sustain the research and development-related services at the same levels or obtain the same benefits as when we were receiving such services and benefits from Eureka. If we are required to operate these research and development functions separately in the future, and we do not have our own adequate systems and business functions in place at that time, or are unable to obtain them from other providers, we may not be able to operate our business effectively. Additionally, our CEO and President, Dr.Liu, currently serves as the CEO and President of Eureka. Dr.Liu may have a conflict of interest in allocating resources and personnel between Estrella and Eureka, including pursuant to the Services Agreement, which may adversely impact the benefits we realize from the Services Agreement and our research and development and commercialization strategy. **** **Risks Related to Our Intellectual Property** **** **If we are unable to obtain or protect intellectual property rights related to our in-licensed technology, future technologies and current or future product candidates, or if our intellectual property rights are inadequate, our competitors could develop and commercialize products and technology similar or identical to ours, and we may not be able to compete effectively in our market or successfully commercialize any product candidates we may develop.** **** Our success depends in part on our ability to obtain and maintain protection for our in-licensed intellectual property rights and proprietary technology. We rely on a combination of patents, trademarks, trade secret protection and confidentiality agreements, including in-licenses of intellectual property rights and biologic materials of others, to protect our current or future product candidates, methods used to manufacture our current or future product candidates and methods for treating patients using our current or future product candidates. We in-license patents and patent applications relating to our product candidates. There is no guarantee that any patents covering our product candidates will issue from the patent applications we in-license, or from any patent applications that we may file in the future, or, if they do, that the issued claims will provide adequate protection for our product candidates, or any meaningful competitive advantage. Further, there is no assurance that any such patents issued will not be infringed, designed around, invalidated by third parties or effectively prevent others from commercializing competitive technologies, products or product candidates. 49 The patent prosecution process is expensive, complex and time-consuming. Patent license negotiations also can be complex and protracted, with uncertain results. We may not be able to file, prosecute, maintain, enforce or license all necessary or desirable patents and patent applications at a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection. The patent applications that we in-license may fail to result in issued patents, and, even if they do issue as patents, such patents may not cover our current or future technologies or product candidates in the UnitedStates or in other countries or provide sufficient protection from competitors. In addition, the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance. We do not have exclusive control over the preparation, filing and prosecution of patent applications under certain of our in-license agreements, and we may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain the rights to patents, that we may file and then out-license to third parties. Therefore, these patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of our business. Even if our in-licensed patent applications issue as patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors from competing with us or otherwise provide us with any competitive advantage. Our competitors may be able to circumvent our in-licensed patents by developing similar or alternative product candidates in a non-infringing manner. Further, although we make reasonable efforts to ensure patentability of our in-licensed inventions and our future inventions, we cannot guarantee that all of the potentially relevant prior art relating to our in-licensed patents and any patent applications that we may file in the future has been or will be found. For example, publications of discoveries in scientific literature often lag behind the actual discoveries, and patent applications in the UnitedStates and other jurisdictions are typically not published until 18months after filing, and in some cases not at all. Additionally, pending patent applications that have been published can, subject to certain limitations, be later amended in a manner that could cover our licensed platform technologies, our product candidates, or the use of our technologies. We thus cannot know with certainty whether our licensors were the first to file for patent protection of our licensors inventions. In addition, the UnitedStates Patent and Trademark Office (USPTO) might require that the term of a patent issuing from a pending patent application be disclaimed and limited to the term of another patent that is commonly owned or that names a common inventor. There is no assurance that all potentially relevant prior art relating to our in-licensed patents has been found. For this reason, and because there is no guarantee that any prior art search is absolutely correct and comprehensive, we may be unaware of prior art that could be used to invalidate an issued patent that we license or to prevent any patent applications that we may file in the future from issuing as patents. Invalidation of any patent rights with respect to our in-licensed patents could materially harm our business. Moreover, the patent positions of biotechnology companies like ours are generally uncertain because they may involve complex legal and factual considerations that have, in recentyears, been the subject of legal development and change. The relevant patent laws and their interpretation, both inside and outside of the UnitedStates, is also uncertain. Changes in either the patent laws or their interpretation in the UnitedStates and other jurisdictions may diminish our ability to protect our platform technology or product candidates and could affect the value of such intellectual property. In particular, our ability to stop third parties from making, using, selling, offering to sell or importing products that infringe, misappropriate or otherwise violate our intellectual property will depend in part on our success in obtaining and enforcing patent claims that cover our in-licensed platform technology and inventions, our product candidates, future inventions and improvements. We cannot guarantee that patents will be granted with respect to any patent applications we may file or in license in the future, nor can we be sure that any patents that may be granted to us or our licensors in the future will be commercially useful in protecting our products, or the methods of use or manufacture of those products. Additionally, third parties, including our former employees and collaborators, may challenge the ownership or inventorship of our licensed or future patent rights to claim that they are entitled to ownership and inventorship interest, and we may not be successful in defending against such claims. However, we are not currently facing any such challenges. Moreover, issued patents do not guarantee the right to practice our in-licensed or owned technology or inventions in relation to the commercialization of our products. Issued patents only allow us to blockin some casespotential competitors from practicing the claimed inventions of the issued patents. The standards applied by the USPTO and foreign patent offices in granting patents are not always certain and moreover, are not always applied uniformly or predictably. For example, there is no uniform worldwide policy regarding patentable subject matter or the scope of claims allowable in patents. The in-licensed patents and patent applications, and our potential future patent applications, if any, may not result in patents being issued in the UnitedStates or in other jurisdictions which protect our technology or products or which effectively prevent others from commercializing competitive technologies and products. Changes in either the patent laws or interpretation of the patent laws in the UnitedStates and other countries may diminish the value of any patent applications we may file in the future or narrow the scope of any patent protection we may obtain from any such patent applications. In addition, the laws of foreign countries may not protect our rights to the same extent as the laws of the UnitedStates. 50 Further, patents and other intellectual property rights in the pharmaceutical and biotechnology space are evolving and involve many risks and uncertainties. For example, third parties may have blocking patents that could be used to prevent us from commercializing our product candidates and any future product candidates and practicing the in-licensed proprietary technology, and any issued patents may be challenged, invalidated or circumvented, which could limit our ability to stop competitors from marketing related products or could limit the term of patent protection that otherwise may exist for our product candidate and any future product candidates. In addition, the scope of the rights granted under any issued patents may not provide us with protection or competitive advantages against competitors or other parties with similar technology. Additionally, our competitors may initiate legal proceedings, such as declaratory judgment actions in federal court or reexaminations or an *inter partes*review at the USPTO in an attempt to invalidate or narrow the scope of our in-licensed patents. However, neither we nor our licensors are currently facing any such proceedings. Furthermore, our competitors or other parties may independently develop similar technologies that are outside the scope of the rights granted under any issued patents. For these reasons, we may face competition with respect to our product candidates and any future product candidates. Moreover, because of the extensive time required for development, testing and regulatory review of a potential product, it is possible that, before any particular product candidate can be commercialized, any patent protection for such product candidate may expire or remain in force for only a short period following commercialization, thereby reducing the commercial advantage the patent provides. Even if patents do successfully issue from any patent applications we may file in the future, and even if such patents cover our in-licensed current technologies or any future technologies or product candidates, third parties may challenge their validity, enforceability or scope, which may result in such patents being narrowed, invalidated, or held unenforceable. Any successful challenge to these patents or to any other patents licensed to us could deprive us of rights necessary for the successful commercialization of any current or future technologies or product candidates that we may develop. Likewise, if such patent applications with respect to our development programs and current or future technologies or product candidates fail to issue, if their breadth or strength is threatened, or if they fail to provide meaningful exclusivity, other companies could be dissuaded from collaborating with us to develop current or future technologies or product candidates. Lack of valid and enforceable patent protection could threaten our ability to commercialize current or future products and could prevent us from maintaining exclusivity with respect to the invention or feature claimed in the patent applications. Any failure to obtain or any loss of patent protection could have a material adverse impact on our business and ability to achieve profitability. We may be unable to prevent competitors from entering the market with a product that is similar or identical to any of our current or potential future product candidates or from utilizing technologies similar to those in our in-licensed T-cell immunotherapy technologies. The filing of a patent application or the issuance of a patent is not conclusive as to its ownership, inventorship, scope, patentability, validity or enforceability. Issued patents and patent applications may be challenged in the courts and in the patent office in the UnitedStates and abroad. For example, any potential future patent applications filed by us or our licensors, or any patents that issue therefrom, may be challenged through third-party submissions, opposition or derivation proceedings. By further example, any such issued patents may be challenged through reexamination, *inter partes* review or post-grant review proceedings before the USPTO, or in declaratory judgment actions or counterclaims. An adverse determination in any such submission, proceeding or litigation could prevent the issuance of, reduce the scope of, invalidate or render unenforceable our in-licensed patent rights or any patent rights arising from issuance of a patent based on an application that we may file in the future, result in the loss of exclusivity, limit our ability to stop others from using or commercializing similar or identical platforms and product candidates, or allow third parties to compete directly with us without payment to us. In addition, if the breadth or strength of protection provided by any patents that might result from our in-licensed patent applications or any patent applications that we may file in the future is threatened, it could dissuade companies from collaborating with us to license, develop or commercialize current or future platforms or product candidates. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects. 51 Moreover, we may in the future co-own additional patents and patent applications with third parties pursuant to agreements that we may enter into. If we are unable to obtain an exclusive license to any such third-party co-owners interest in such patents or patent application, such co-owners may be able to license their rights to other third parties, including our competitors, and our competitors could market competing products and technology. We may need the cooperation of any such co-owners to enforce such patents against third parties, and such cooperation may not be provided to us. Any of the foregoing could have a material adverse effect on our competitive position, business prospects and financial conditions. Our in-licensed patent rights may be subject to a reservation of rights by one or more third parties, such as the U.S.government. In addition, our rights in such inventions may be subject to certain requirements to manufacture product candidates embodying such inventions in the UnitedStates. Any exercise by the U.S.government of such rights could harm our competitive position, business, financial condition, results of operations and prospects. **** **Our in-licensed patent rights may not cover our products or processes, including ARTEMIS, or any otherwise viable commercial products or processes and/or may be invalid or unenforceable** We have not specifically evaluated the scope of coverage, validity, or enforceability of our in-licensed patent rights. These patents may not cover any of our current or future products or processes, including ARTEMIS platform technology, or any otherwise viable commercial products or processes. Even if the patents do cover any of our current or future products, we have not evaluated whether and how easily a competitor may be able to design and market a competing product that does not infringe on any of our in-licensed patent rights. The in-licensed patent rights may have no commercial value. The in-licensed patent rights may be invalid or unenforceable for a variety of reasons including, non-patentable subject matter, anticipation, on-sale bar, public use bar, public disclosure, obviousness, inadequate written description, inadequate disclosure, lack of enablement, estoppel, laches, implied license, failure to mark, misuse, and/or inequitable conduct. **** **Our licenses and other material contracts may be invalid, unenforceable, or limited as to intellectual property and/or may impede, limit, or eliminate our ability to secure or protect our intellectual property, including in-licensed patent rights and any future developments.** We have not specifically evaluated the scope, validity, or enforceability of Eurekas license of patent rights to Estrella. The license may not be valid, may be unenforceable, may have a limited scope, and may not confer adequate rights or standing. These risks may undermine our ability to enforce, control, and protect our in-licensed patent rights. We have not specifically evaluated the scope, validity, enforceability, or commercial usefulness of materials contracts as they relate to intellectual property. These contracts may not enable development of commercially valuable intellectual property and may materially limit or eliminate our ability to secure or protect our intellectual property, including in-licensed patent rights. **The patent protection and patent prosecution for some of our product candidates and technologies may be dependent on third parties.** While we normally seek to obtain the right to control prosecution, maintenance and enforcement of the patents relating to our product candidates and technologies, there may be times when the filing and prosecution activities for patents and patent applications relating to our product candidates and technologies are controlled by our licensors or collaborators. Our licensors may not successfully prosecute the patent applications to which we are licensed. Even if patents are issued in respect of these patent applications, our licensors may fail to maintain these patents, may determine not to pursue litigation against other companies that are infringing these patents, or may pursue such litigation less aggressively than we would. If any of our licensors or collaborators fail to prosecute, maintain and enforce such patents and patent applications in a manner consistent with the best interests of our business, including by payment of all applicable fees for patents covering our product candidates and technologies, we could lose our rights to the intellectual property or our exclusivity with respect to those rights, our ability to develop and commercialize those product candidates and technologies may be adversely affected and we may not be able to prevent competitors from making, using and selling competing product candidates. In addition, even where we have the right to control the prosecution of patents and patent applications we have licensed from third parties, we may still be adversely affected or prejudiced by actions or inactions of our licensees, our current and future licensors and their counsel that took place prior to the date upon which we assumed control over patent prosecution. 52 Further, we may have limited control over the manner in which our licensors initiate an infringement proceeding against a third-party infringer of the intellectual property rights, or defend certain of the intellectual property that is licensed to us. It is possible that the licensors infringement proceeding(s)or defense activities may be less vigorous than had we conducted them ourselves. **** **We may be unable to acquire or in-license any relevant third-party intellectual property rights that we identify as necessary or important to our business operations.** Because our development programs may in the future require the use of proprietary rights held by third parties, the growth of our business may depend in part on our ability to acquire, in-license or use these third-party proprietary rights. We may be unable to acquire or in-license any compositions, methods of use, processes or other third-party intellectual property rights from third parties that we identify as necessary for our product candidates. The licensing of third-party intellectual property rights is a competitive area, and more established companies may pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary. More established companies may have a competitive advantage over us due to their size, capital resources and greater clinical development and commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. We also may be unable to license or acquire third-party intellectual property rights on terms that would allow us to make an appropriate return on our investment or at all. Even if we are able to obtain a license, it may be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. If we are unable to license such technology, or if we are forced to license such technology on unfavorable terms, our business could be materially harmed. If we are unable to obtain a necessary license, we may be unable to develop or commercialize the affected current or future product candidates, which could materially harm our business, and the third parties owning such intellectual property rights could seek either an injunction prohibiting our sales, or, with respect to our sales, an obligation on our part to pay royalties or other forms of compensation. Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects. Further, our licensors may retain certain rights under their agreements with us, including the right to use the underlying technology for noncommercial academic and research use, to publish general scientific findings from research related to the technology, and to make customary scientific and scholarly disclosures of information relating to the technology. It is difficult to monitor whether our licensors limit their use of the technology to these uses, and we could incur substantial expenses to enforce our rights to our licensed technology in the event of misuse. Additionally, some intellectual property that we have in-licensed may have been discovered through government funded programs and thus may be subject to federal regulations such as march-in rights, certain reporting requirements and a preference for U.S.-based companies. Compliance with such regulations may limit our exclusive rights, and limit our ability to contract with non-U.S.manufacturers. As a result, the U.S.government may have certain rights to intellectual property embodied in our current or future product candidates pursuant to the Bayh-Dole Actof1980 (Bayh-Dole Act) and implementing regulations. These U.S.government rights in certain inventions developed under a government-funded program include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose. In addition, the U.S.government may have the right to require us or our licensors to grant exclusive, partially exclusive, or non-exclusive licenses to any of these inventions to a third party if it determines that: (i)adequate steps have not been taken to commercialize the invention; (ii)government action is necessary to meet public health or safety needs; or (iii)government action is necessary to meet requirements for public use under federal regulations (also referred to as march-in rights). The U.S.government also has the right to take title to these inventions made through government funded programs if we, or the applicable licensor, fail to disclose the invention to the government and fail to file an application to register the intellectual property within specified time limits. These time limits have recently been changed by regulation, and may change in the future. Intellectual property generated under a government-funded program is also subject to certain reporting requirements, compliance with which may require us or the applicable licensor to expend substantial resources. In addition, the U.S.government requires that any products embodying the subject invention or produced through the use of the subject invention be manufactured substantially in the UnitedStates. The manufacturing preference requirement can be waived if the owner of the intellectual property can show that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the UnitedStates or that under the circumstances domestic manufacture is not commercially feasible. This preference for U.S.manufacturers may limit our ability to contract with non-U.S.product manufacturers for products covered by such intellectual property. To the extent any of our current or future intellectual property is generated through the use of U.S.government funding, the provisions of the Bayh-Dole Act may similarly apply. **** 53 **** **We currently, and in the future may continue to, enter into agreements involving licenses or collaborations that provide for access or sharing of intellectual property. These intellectual property-related agreements may impose certain obligations and restrictions on our ability to develop and commercialize our product candidates and technologies that are the subject of such licenses.** We license rights from licensors to use certain intellectual property relevant to one or more of our current and future product candidates. In the future, we may need to obtain additional licenses from others to advance our research and development activities or allow the commercialization of our current and future product candidates we may identify and pursue. These existing license agreements impose, and any future license agreements we enter into are likely to impose, various development, commercialization, funding, milestone, royalty, diligence, sublicensing, insurance, patent prosecution and enforcement or other obligations on us. For example, we are a party to the License Agreement with Eureka and Eureka Therapeutics (Cayman), Inc. In addition, certain of our future agreements with licensors may limit or delay our ability to consummate certain transactions, may impact the value of those transactions, or may limit our ability to pursue certain activities. For example, we may in the future enter into license agreements that are not assignable or transferable, or that require the licensors express consent in order for an assignment or transfer to take place. Further, we or our licensors, if any, may fail to identify patentable aspects of inventions made in the course of development and commercialization activities before it is too late to obtain patent protection on them. Therefore, we may miss potential opportunities to strengthen our patent position. It is possible that defects of form in the preparation or filing of our in-licensed patents may exist, or may arise in the future, for example with respect to proper priority claims, inventorship, claim scope, or requests for patent term adjustments. If we or our licensors fail to establish, maintain or protect such patents and other intellectual property rights, such rights may be reduced or eliminated. If our licensors are not fully cooperative or disagree with us as to the prosecution, maintenance or enforcement of any patent rights, such patent rights could be compromised. If there are material defects in the form, preparation, prosecution, or enforcement of our in-licensed patents, such patents may be invalid and/or unenforceable, and such applications may never result in valid, enforceable patents. Any of these outcomes could impair our ability to prevent competition from others, which may have an adverse impact on our business, financial conditions, results of operations and prospects. Furthermore, we may not have the right to control the preparation, filing, prosecution, maintenance, enforcement and defense of patents and patent applications that we license from licensors. In certain circumstances, our licensed patent rights are subject to our reimbursing our licensors for their patent prosecution and maintenance costs. If our licensors and future licensors fail to prosecute, maintain, enforce and defend patents we may license, or lose rights to licensed patents or patent applications, our licensed rights may be reduced or eliminated. In such circumstances, our right to develop and commercialize any of our products or product candidates that is the subject of such licensed rights could be materially adversely affected. Even where we have the right to control prosecution of patents and patent applications under license from licensors, we may still be adversely affected or prejudiced by actions or inactions of our predecessors or licensors and their counsel that took place prior to us assuming control over patent prosecution. Our technology acquired or licensed currently or in the future from various licensors is or may be subject to retained rights. Our predecessors or licensors do and may retain certain rights under their agreements with us, including the right to use the underlying technology for non-commercial academic and research use, to publish general scientific findings from research related to the technology, and to make customary scientific and scholarly disclosures of information relating to the technology. It is difficult to monitor whether our predecessors or licensors limit their use of the technology to these uses, and we could incur substantial expenses to enforce our rights to our licensed technology in the event of misuse. If we are limited in our ability to utilize acquired or licensed technologies, or if we lose our rights to critical in-licensed technology, we may be unable to successfully develop, out-license, market and sell our product candidates, which could prevent or delay new product introductions. Our business strategy depends on the successful development of acquired technologies and licensed technology into commercial product candidates. Therefore, any limitations on our ability to utilize these technologies may impair our ability to develop, out-license or market and sell our product candidates. **** 54 **** **If we fail to comply with our obligations under any existing or future license, collaboration or other intellectual property-related agreements, we may be required to pay damages and could lose intellectual property rights that may be necessary for developing, commercializing and protecting our current or future technologies or product candidates or we could lose certain rights to grant sublicenses.** We have certain obligations to licensors from whom we license certain patent rights that are relevant to one or more current and future product candidates. In the future, we may need to obtain additional licenses from others to advance our research and development activities or allow the commercialization of our current and future product candidates. Our existing license agreements impose, and any future license agreements we enter into are likely to impose, various development, commercialization, funding, milestone, royalty, diligence, sublicensing, insurance, patent prosecution and enforcement or other obligations on us. If we breach any of these obligations, including diligence obligations with respect to development and commercialization of product candidates covered by the intellectual property licensed to us, or use the intellectual property licensed to us in an unauthorized manner or we are subject to bankruptcy-related proceedings, we may be required to pay damages and the licensor may have the right to terminate the respective agreement or materially modify the terms of the license, such as by rendering currently exclusive licenses non-exclusive. License termination or modification could result in our inability to develop, manufacture and sell products that are covered by the licensed intellectual property or could enable a competitor to gain access to the licensed intellectual property. In certain circumstances, our licensed patent rights are subject to our reimbursing our licensors for their patent prosecution and maintenance costs. If our licensors and future licensors fail to prosecute, maintain, enforce and defend patents we may license, or lose rights to licensed patents or patent applications, our licensed rights may be reduced or eliminated. In such circumstances, our right to develop and commercialize any of our products or product candidates that are the subject of such licensed rights could be materially adversely affected. Our current or future licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing, misappropriating or otherwise violating the licensors intellectual property rights. In addition, while we cannot currently determine the amount of the royalty obligations we would be required to pay on sales of future products if infringement or misappropriation were found, those amounts could be significant. The amount of our future royalty obligations will depend on the technology and intellectual property we use in products that we successfully develop and commercialize, if any. Therefore, even if we successfully develop and commercialize products, we may be unable to achieve or maintain profitability. Disputes may arise between us and our present and future licensors regarding intellectual property subject to a licensing agreement, including: | | the scope of rights granted under the license agreement and other interpretation-related issues, including but not limited to our right to transfer or assign the license; | | | | | | | | | whether and the extent to which our product candidates, technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement; | | | | | | | | | our right to sublicense patents and other rights to others, including the terms and conditions thereof; | | | | | | | | | our diligence obligations with respect to the development and commercialization of our product candidates that are covered by the license agreement, and what activities satisfy those diligence obligations; | | | | | | | | | our right to transfer or assign the license; | | | | | | | | | the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our collaborators; and | | | | | | | | | the priority of invention of patented technology. | | 55 If disputes over intellectual property that we license in the future prevent or impair our ability to maintain our licensing arrangements on acceptable terms, we may not be able to successfully develop and commercialize the affected product candidates, which would have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, the agreements under which we currently license intellectual property or technology from licensors are complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology, or increase what we believe to be our financial or other obligations under the relevant agreement, either of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Moreover, if disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on commercially acceptable terms, we may be unable to successfully develop and commercialize the affected product candidates, which could have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, while we currently do not have any liens, security interests, or other encumbrances on the intellectual property that we own, we may, in the future, need to obtain a loan or a line of credit that will require that we put up our intellectual property as collateral to our lenders or creditors. If we do so, and we violate the terms of any such loan or credit agreement, our lenders or creditors may take possession of such intellectual property, including the rights to receive proceeds derived from such intellectual property. **** **Patent terms may not be able to protect our competitive position for an adequate period of time with respect to our current or future technologies or product candidates.** Patents have a limited lifespan. The term of individual patents and applications in-licensed to us and in our portfolio in the future depends upon the legal term of patents in the countries in which they are obtained. In most countries in which we would file, including the UnitedStates, the patent term is 20years from the earliest date of filing a non-provisional patent application. Extensions of a patent term may be available, but there is no guarantee that such patents may be eligible for extension, or that we would succeed in obtaining any particular extension, and no guarantee any such extension would confer a patent term for a sufficient period of time to exclude others from commercializing product candidates similar or identical to ours. In the UnitedStates, the term of a patent may be eligible for patent term adjustment, which permits patent term restoration as compensation for delays incurred at the USPTO during the patent prosecution process. In addition, for patents that cover an FDA-approved drug, the Drug Price Competition and Patent Term Restoration Actof1984 (the Hatch-Waxman Act) permits a patent term extension of up to fiveyears beyond the expiration of the patent. While the length of the patent term extension is related to the length of time the drug is under regulatory review, patent term extension cannot extend the remaining term of a patent beyond a total of 14years from the date of product approval, and only one patent per approved drugand only those claims covering the approved drug, a method for using it or a method for manufacturing itmay be extended under the Hatch-Waxman Act. Similar provisions are available in Europe and other foreign jurisdictions to extend the term of a patent that covers an approved drug. In the future, if and when our products receive FDA approval or applicable approval in other jurisdictions, we expect to apply for patent term extensions on any issued patents covering those products in the UnitedStates and other jurisdictions where such extensions are available; however, there is no guarantee that the applicable authorities, including the FDA in the UnitedStates, will agree with our assessment of whether such extensions should be granted, and if granted, the length of such extensions. An extension may not be granted because of, for example, failing to exercise due diligence during the testing phase or regulatory review process, failing to apply within applicable deadlines, failing to apply prior to expiration of relevant patents or otherwise failing to satisfy applicable requirements. If a patent term extension is not granted or the term of any such extension is less than requested, the period during which we can enforce such patent rights for the applicable product candidate will be shortened and our competitors may obtain approval to market competing products sooner. As a result, our revenue from applicable products could be reduced. Further, if this occurs, our competitors may be able to launch their products earlier by taking advantage of our investment in development and clinical trials along with our clinical and preclinical data. This could have a material adverse effect on our business and ability to achieve profitability. 56 The life of a patent and the protection it affords are limited. As a result, our in-licensed patent portfolio provides us with limited rights that may not last for a sufficient period of time to exclude others from commercializing product candidates similar or identical to ours. Even if patents covering our product candidates are obtained, once the patent life has expired, we may be open to competition from competitive products, including generics or biosimilars. For example, given the large amount of time required for the research, development, testing and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, our in-licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours. **** **Changes in U.S.patent law or the patent law of other countries or jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our current or any future technologies or product candidates.** Changes in either the patent laws or interpretation of the patent laws in the UnitedStates or elsewhere could increase the uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense of issued patents. The UnitedStates has enacted and implemented wide-ranging patent reform legislation. On September16, 2011, the Leahy-Smith America Invents Act (the Leahy-Smith Act) was signed into law, which could increase the uncertainties and costs surrounding the prosecution of any potential future owned patents and our in-licensed patents and the enforcement or defense of any potential future owned patents or our in-licensed patents. The Leahy-Smith Act includes a number of significant changes to U.S.patent law. These include provisions that affect the way patent applications are prosecuted, redefine prior art, may affect patent litigation and switch the U.S.patent system from a first-to-invent system to a first-to-file system. Under a first-to-file system, assuming the other requirements for patentability are met, the first inventor to file a patent application generally will be entitled to the patent on an invention regardless of whether another inventor had made the invention earlier. A third party that files a patent application in the USPTO after March16, 2013, but before us, could therefore be awarded a patent covering an invention of ours even if we had made the invention before it was made by such third party. This will require us to be cognizant of the time from invention to filing of a patent application. Since patent applications in the UnitedStates and most other countries are confidential for a period of time after filing or until issuance, we cannot be certain that we or our licensors were the first to either (i)file any patent application related to our product candidates or (ii)invent any of the inventions claimed in our or our licensors patents or patent applications. The Leahy-Smith Act also allows third-party submission of prior art to the USPTO during patent prosecution and sets forth additional procedures to challenge the validity of a patent by USPTO-administered post-grant proceedings, including derivation, reexamination, *inter partes* review, post-grant review and interference proceedings. The USPTO developed additional regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act, and, in particular, the first-to-file provisions, became effective on March16, 2013. Accordingly, it is not clear what, if any, impact the Leahy-Smith Act will have on the operation of our business. The Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our in-licensed patents and any patent applications we may file in the future and the enforcement or defense of our in-licensed patents and any patents we may own in the future, all of which could have a material adverse impact on our business prospects and financial condition. As referenced above, for example, courts in the U.S.continue to refine the heavily fact-and-circumstance-dependent jurisprudence defining the scope of patent protection available for therapeutics, narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. This creates uncertainty about our ability to obtain patents in the future and the value of such patents. In addition, the patent positions of companies in the development and commercialization of pharmaceuticals are particularly uncertain. Recent U.S.Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. This combination of events has created uncertainty with respect to the validity and enforceability of patents, once obtained. Depending on future actions by the U.S.Congress, the federal courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that could have a material adverse effect on our existing patent portfolio and our ability to protect and enforce our intellectual property in the future. We cannot provide assurance that future developments in U.S.Congress, the federal courts and the USPTO will not adversely impact any patents we may own in the future or our in-licensed patents or any patent applications we may file in the future. The laws and regulations governing patents could change in unpredictable ways that could weaken our and our licensors ability to obtain new patents or to enforce our existing in-licensed patents and patents that we might obtain or in-license in the future. Similarly, changes in patent law and regulations in other countries or jurisdictions or changes in the governmental bodies that enforce them or changes in how the relevant governmental authority enforces patent laws or regulations may have a material adverse effect on our and our licensors ability to obtain new patents or to protect and enforce our in-licensed patents or patents that we may obtain or in-license in the future. **** 57 **** **We or our licensors may be subject to lawsuits or litigation to protect or enforce our in-licensed patents or other intellectual property, which could result in substantial costs and liability and prevent us from commercializing our potential products.** Third parties may attempt to invalidate our or our licensors intellectual property rights via procedures including but not limited to patent infringement lawsuits, declaratory judgment actions, interferences, oppositions and *inter partes* reexamination proceedings before the USPTO, U.S.courts and foreign patent offices or foreign courts. An adverse determination in any such submission or proceeding could reduce the scope or enforceability of, or invalidate, our licensors patent rights, which could adversely affect our competitive position. Because of a lower evidentiary standard necessary to invalidate a patent claim in USPTO proceedings compared to the evidentiary standard in UnitedStates federal courts, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a district court action. Accordingly, a third party may attempt to use the USPTO procedures to invalidate our licensors patent claims that would not have been invalidated if first challenged by the third party in a district court action. Even if such rights are not directly challenged, disputes could lead to the weakening of our or our licensors intellectual property rights. Our defense against any attempt by third parties to circumvent or invalidate our intellectual property rights could be costly to us, could require significant time and attention of our management, and could have a material and adverse impact on our profitability, financial condition and prospects or ability to successfully compete. We or our licensors may find it necessary to pursue claims or to initiate lawsuits to protect or enforce our in-licensed patent or other intellectual property rights. The cost to us in defending or initiating any litigation or other proceedings relating to our in-licensed patent or other intellectual property rights, even if resolved in our favor, could be substantial, particularly in a foreign jurisdiction, and any litigation or other proceeding would divert our managements attention. Such litigation or proceedings could materially increase our operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities. Some of our competitors may be able to more effectively sustain the costs of complex patent litigation because they have substantially greater resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could delay our research and development efforts and materially limit our ability to continue our operations. If we or our licensors were to initiate legal proceedings against a third party to enforce a patent covering one of our product candidates or our technology, the defendant could counterclaim that such patent is invalid or unenforceable. In patent litigation in the UnitedStates, defendant counterclaims alleging invalidity or unenforceability of the asserted patent are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, for example, claiming patent-ineligible subject matter, lack of novelty, indefiniteness, lack of written description, non-enablement, anticipation or obviousness. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO or made a misleading statement during prosecution. The outcome of such invalidity and unenforceability claims is unpredictable. With respect to the validity question, for example, we cannot be certain that there is no invalidating prior art of which we or our licensors and the patent examiner were unaware during prosecution. If a defendant were to prevail on a legal assertion of invalidity or unenforceability, we could lose at least part, and perhaps all, of the patent protection for one or more of our product candidates or certain aspects of our platform technologies. Such a loss of patent protection could have a material adverse effect on our business, financial condition, results of operations and prospects. Patents and other intellectual property rights also will not protect our product candidates and technologies if competitors or third parties design around such product candidates and technologies without legally infringing, misappropriating or violating our in-licensed patents or other intellectual property rights. **** **We may not be able to protect our intellectual property rights throughout the world, which could negatively impact our business.** Filing, prosecuting and defending patents on current or future technologies or product candidates in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the UnitedStates can be less extensive than those in the UnitedStates. In addition, the laws of some countries do not protect intellectual property rights to the same extent as laws in the UnitedStates. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the UnitedStates, or from selling or importing products made using our inventions in and into the UnitedStates or other countries. Competitors or other third parties may use our licensed technologies to develop their own products in jurisdictions where our licensors or we have not obtained patent protection and, further, may export infringing product candidates to territories where our licensors or we may in the future have patent protections, but enforcement is not as strong as that in the UnitedStates. These product candidates may compete with our products, and our in-licensed patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. 58 Many companies have encountered significant difficulties in protecting and defending such rights in such jurisdictions. The legal systems of certain countries, including certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to biotechnology, which could make it difficult for us to stop the infringement of any in-licensed patents or patents that we may obtain in the future in other countries, or the marketing of competing products in violation of our intellectual property and proprietary rights generally. Proceedings to enforce our in-licensed intellectual property and other proprietary rights in foreign jurisdictions could result in substantial costs and could divert our efforts and attention from other aspects of our business. Such proceedings could also put any in-licensed patents or patents that we may hold in the future at risk of being invalidated or interpreted narrowly, could put our in-licensed patent applications or patent applications that we may file in the future at risk of not issuing, and could provoke third parties to assert claims against us or our licensors. We or our licensors may not prevail in any lawsuits or other adversarial proceedings that we or our licensors initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our and our licensors efforts to enforce such intellectual property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or in-license. Further, many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of its patents. If we or any of our licensors are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position in the relevant jurisdiction may be impaired and our business prospects may be materially adversely affected. **Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or violating their intellectual property rights, or seeking to invalidate or avoid our in-licensed patent rights, the outcome of which would be uncertain and could have a material adverse impact on the success of our business.** Our commercial success depends, in part, upon our ability or the ability of our potential future collaborators to develop, manufacture, market and sell our current or any future product candidates and to use our proprietary technologies without infringing, misappropriating or violating the proprietary and intellectual property rights of third parties. There is a substantial amount of litigation, both within and outside the UnitedStates, involving patent and other intellectual property rights in the biotechnology and pharmaceutical industries, including patent infringement lawsuits, interferences, oppositions and *inter partes* review proceedings before the USPTO, U.S.courts, foreign patent offices or foreign courts. As the field of cell therapies advances, patent applications are being processed by national patent offices around the world. There is uncertainty about which patents will issue, and, if they do, there is uncertainty as to when, to whom, and with what claims. Any claims of patent infringement, or claims asserting invalidity, unenforceability, or invalidity of our in-licensed patent rights, asserted by third parties would be time consuming and could: | | result in invalidation, unenforceability, scope limitation, or other adverse judgments against our in-licensed patents; | | | | result in costly litigation that may cause negative publicity; | | | | divert the time and attention of our technical personnel and management; | | | | cause development delays; | | | | prevent us from commercializing any of our product candidates until the asserted patent expires or is held finally invalid or not infringed in a court of law; | | | | require us to develop non-infringing technology, which may not be possible on a cost-effective basis; | | 59 | | subject us to substantial damages for infringement, which we may have to pay if a court decides that the product candidate or technology at issue infringes on or violates the third partys rights, and, if the court finds that the infringement was willful, we could be ordered to pay treble damages and the patent owners attorneys fees; or | | | | require us to enter into royalty or licensing agreements, which may not be available on commercially reasonable terms, or at all, or which might be non-exclusive, which could result in our competitors gaining access to the same technology. | | Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise the funds necessary to continue our operations or could otherwise have a material adverse effect on our business, results of operations, financial condition and prospects. Numerous U.S.and foreign issued patents and pending patent applications, which are owned by third parties, exist in the fields in which we are pursuing development candidates. As the biotechnology and pharmaceutical industries expand and more patents are issued, the risk increases that we may be subject to claims of infringement of the patent rights of third parties. Because patent applications can take manyyears to issue, there may also be currently pending patent applications that may later result in issued patents that our technology or product candidates may infringe. Further, we cannot guarantee that we are aware of all patents and patent applications potentially relevant to our technology or products. We may not be aware of potentially relevant third-party patents or applications for several reasons. For example, U.S.applications filed before November29, 2000, and certain U.S.applications filed after that date that will not be filed outside the U.S.remain confidential until a patent issues. Patent applications filed in the UnitedStates (after November29, 2000) and elsewhere are published approximately 18months after the earliest filing for which priority is claimed, with such earliest filing date being commonly referred to as the priority date. Therefore, patent applications covering our product candidates or platform technologies could have been filed by others without our knowledge. Any such patent application may have priority over our in-licensed patent applications or patents or any patent applications that we may file in the future and any patents issued therefrom, which could require us to obtain rights to issued patents covering such technologies. Additionally, claims pending in patent applications that have been published can, subject to certain limitations, be later amended in a manner that could cover our platform, our product candidates or the use of our technologies. Although no third party has asserted a claim of patent infringement against us as of the date of this Annual Report, others may hold proprietary rights that could prevent our product candidates from being marketed. We or our licensors, or any future strategic collaborator, may be party to, or be threatened with, adversarial proceedings or litigation regarding intellectual property rights with respect to our current or any potential future product candidates and technologies, including derivation, reexamination, *inter partes*review or post-grant review before the USPTO and similar proceedings in jurisdictions outside of the UnitedStates such as opposition proceedings. In some instances, we may be required to indemnify our licensors for the costs associated with any such adversarial proceedings or litigation. Third parties may assert infringement claims against us, our licensors or our 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 us, our licensors or our strategic collaborators to enforce or otherwise assert their patent rights. Even if we believe such claims are without merit, a court of competent jurisdiction could hold that these third-party patents are not invalid, and that they are enforceable and have been infringed, which could have a material adverse impact on our ability to utilize our platform technologies or to commercialize our current or any future product candidates. In order to successfully challenge the validity of any such U.S.patent in federal court, we would need to overcome a presumption of validity by presenting clear and convincing evidence of invalidity. There is no assurance that a court of competent jurisdiction, even if presented with evidence we believe to be clear and convincing, would invalidate the claims of any such U.S.patent. 60 Further, we cannot guarantee that we will be able to successfully settle or otherwise resolve such adversarial proceedings or litigation. If we are unable to successfully settle future claims on terms acceptable to us, we may be required to engage in or to continue costly, unpredictable and time-consuming litigation and may be prevented from or experience substantial delays in marketing our product candidates. If we, or our licensors, or any future strategic collaborators are found to infringe, misappropriate or violate a third-party patent or other intellectual property rights, we could be required to pay damages, including treble damages and attorneys fees, if we are found to have willfully infringed. In addition, we, or our licensors, or any future strategic collaborators may choose to seek, or be required to seek, a license from a third party, which may not be available on commercially reasonable terms, if at all. Even if a license can be obtained on commercially reasonable terms, the rights may be non-exclusive, which could give our competitors access to the same technology or intellectual property rights licensed to us, and we could be required to make substantial licensing and royalty payments. Parties making claims against us may obtain injunctive or other equitable relief, which could effectively block our ability to further develop and commercialize our current or future product candidates. We could be forced, including by court order, to cease utilizing, developing, manufacturing and commercializing our platform technologies or product candidates deemed to be infringing. We may be forced to redesign current or future technologies or products. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our business. Any of the foregoing could have a material adverse effect on our ability to generate revenue or achieve profitability and possibly prevent us from generating revenue sufficient to sustain our operations. Thus, it is possible that one or more third parties will hold patent rights to which we will need a license, which may not be available on reasonable terms or at all. If such third parties refuse to grant us a license to such patent rights on reasonable terms or at all, we may be required to expend significant time and resources to redesign our technology, product candidates or the methods for manufacturing our product candidates, or to develop or license replacement technology, all of which may not be commercially or technically feasible. In such case, we may not be able to market such technology or product candidates and may not be able to perform research and development or other activities covered by these patents. This could have a material adverse effect on our ability to commercialize our product candidates and our business and financial condition. Lastly, if our in-licensed technology or products are found to infringe the intellectual property rights of third parties, these third parties may assert infringement claims against our licensees and other parties with whom we have business relationships, and we may be required to indemnify those parties for any damages they suffer as a result of these claims. The claims may require us to initiate or defend protracted and costly litigation on behalf of licensees and other parties regardless of the merits of these claims. If any of these claims succeed, we may be forced to pay damages on behalf of those parties or may be required to obtain licenses for the products they use. **** **Intellectual property litigation may lead to unfavorable publicity that harms our reputation and causes the market price of our Common Stock to decline.** During the course of any intellectual property litigation, there could be public announcements of the initiation of the litigation as well as results of hearings, rulings on motions and other interim proceedings or developments in the litigation. If securities analysts or investors regard these announcements as negative, the perceived value of our existing product candidates, approved products, programs, or intellectual property could be diminished. Accordingly, the market price of shares of our Common Stock may decline. Such announcements could also harm our reputation or the market for our future products, which could have a material adverse effect on our business. **** **Intellectual property rights of third parties could adversely affect our ability to commercialize our current in-licensed technologies or future technologies or product candidates, and we might be required to litigate or obtain licenses from third parties to develop or market our current in-licensed technologies or future technologies or product candidates, which may not be available on commercially reasonable terms or at all.** Because the immunotherapy landscape is still evolving, it is difficult to conclusively assess our freedom to operate without infringing, misappropriating, or violating third-party rights. The scope of a patent claim is determined by an interpretation of the law, the written disclosure in a patent and the patents prosecution history. Our interpretation of the relevance or the scope of a patent or a pending application may be incorrect. For example, we may incorrectly determine that our products are not covered by a third-party patent or may incorrectly predict whether a third-partys pending application will issue with claims of relevant scope. Also, our determination of the expiration date of any patent in the UnitedStates or abroad that we consider relevant may be incorrect. 61 There are numerous companies that have pending patent applications and issued patents broadly covering cell therapy generally or covering related inventions that may be relevant for product candidates that we wish to develop. There may be third-party patents and patent applications that claim aspects of our current or potential future product candidates and modifications that we may need to apply to our current or potential future product candidates. There are also many issued patents that claim inventions that may be relevant to products we wish to develop. The holders of such patents may be able to block our ability to develop and commercialize the applicable product candidate unless we obtain a license or until such patent expires. In either case, such a license may not be available on commercially reasonable terms or at all, or it may be non-exclusive, which could result in our competitors gaining access to the same intellectual property. Our competitive position may materially suffer if patents issued to third parties or other third-party intellectual property rights cover our current in-licensed technologies or future technologies, product candidates or elements thereof or our manufacture or uses relevant to our development plans. In such cases, we may not be in a position to develop or commercialize current in-licensed technologies or future technologies or product candidates unless we successfully pursue litigation to narrow or invalidate the third-party intellectual property right concerned, or enter into a license agreement with the intellectual property right holder, if available on commercially reasonable terms. There may be issued patents of which we are not aware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our current in-licensed technologies or future technologies or product candidates. There also may be pending patent applications of which we are not aware that may result in issued patents, which could be alleged to be infringed by our current in-licensed technologies or future technologies or product candidates. If such an infringement claim should successfully be brought, we may be required to pay substantial damages or be forced to abandon our current in-licensed technologies or future technologies or product candidates or to seek a license from any patent holders. No assurances can be given that a license will be available on commercially reasonable terms, if at all. Third-party intellectual property right holders may also actively bring infringement, misappropriation, or other claims alleging violations of intellectual property rights against us. We cannot guarantee that we will be able to successfully settle or otherwise resolve such claims. If we are unable to successfully settle future claims on terms acceptable to us, we may be required to engage in or to continue costly, unpredictable, and time-consuming litigation and may be prevented from or experience substantial delays in marketing our product candidates. If we fail in any such dispute, in addition to being forced to pay damages, we may be temporarily or permanently prohibited from commercializing any of our current in-licensed technologies or future technologies or product candidates that are held to be infringing, misappropriating, or otherwise violating third-party intellectual property rights. We might, if possible, also be forced to redesign current or future technologies or product candidates so that we no longer infringe, misappropriate, or violate the third-party intellectual property rights. Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business, which could have a material adverse effect on our financial condition and results of operations. **** **If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.** In addition to seeking patent protection for certain aspects of our current in-licensed technologies or future technologies and product candidates, we rely on trade secrets, including confidential and unpatented know-how, technology and other proprietary information, to maintain our competitive position and to protect aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection. Elements of our product candidates, including processes for their preparation and manufacture, may involve proprietary know-how, information, or technology that is not covered by patents, and thus for these aspects we may consider trade secrets and know-how to be our primary intellectual property. Trade secrets and know-how can be difficult to protect. We seek to protect trade secrets and confidential and unpatented know-how, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to such knowledge, such as our employees, corporate collaborators, outside scientific collaborators, contract research organizations, contract manufacturers, consultants, advisors and other third parties. We also enter into confidentiality and invention or patent assignment agreements with our employees and consultants under which they are obligated to maintain confidentiality and to assign their inventions to us. However, we cannot be certain that such agreements have been entered into with all relevant parties, and we cannot be certain that our trade secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access (such as through a cybersecurity breach) to our trade secrets or independently develop substantially equivalent information and techniques. Moreover, individuals with whom we have such agreements may not comply with their terms. Any of these parties may breach such agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for any such breaches. In addition, we take other appropriate precautions, such as physical and technological security measures, to guard against misappropriation of our proprietary technology by third parties. 62 We may also become involved in inventorship disputes relating to inventions and patents developed by our employees or consultants under such agreements. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret, or securing title to an employee- or consultant-developed invention if a dispute arises, is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts in the UnitedStates and certain foreign jurisdictions disfavor or are unwilling to protect trade secrets. We may need to share our proprietary information, including trade secrets, with future business partners, collaborators, contractors and others located in countries at heightened risk of theft of trade secrets, including through direct intrusion by private parties or foreign actors, and those affiliated with or controlled by state actors. Further, if any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent that competitor from using the technology or information to compete with us. If, in the future, any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be materially and adversely harmed. **** **We may be subject to claims that we or our employees or consultants have wrongfully used or disclosed alleged trade secrets or other proprietary information of third parties, including our employees or consultants former employers or their clients.** We are party to various contracts under which we are obligated to maintain the confidentiality of trade secrets or other confidential and proprietary information of third parties, including our licensors and strategic partners. In addition, many of our employees or consultants and our licensors employees or consultants were previously employed at universities or biotechnology or biopharmaceutical companies, including our competitors or potential competitors. We may be subject to claims that one or more of these employees or consultants or we have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of third parties, including former employers of our employees and consultants. Litigation or arbitration may be necessary to defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel or may be enjoined from using such intellectual property. Any such proceedings and possible aftermath would likely divert significant resources from our core business, including distracting our technical and management personnel from their normal responsibilities. A loss of key research personnel or their work product could limit our ability to commercialize, or prevent us from commercializing, our current in-licensed technologies or future technologies or product candidates, which could materially harm our business. Even if we are successful in defending against any such claims, litigation or arbitration could result in substantial costs and could be a distraction to management. **** **Our licensors or we may be subject to claims challenging the inventorship of our in-licensed patents and other intellectual property.** We or our licensors may be subject to claims that former employees, collaborators or other third parties have an interest in our in-licensed patents as an inventor or co-inventor, or in our trade secrets or other intellectual property as a contributor to its development. The failure to name the proper inventors on a patent application can result in the patents issuing thereon being unenforceable. Inventorship disputes may arise from conflicting views regarding the contributions of different individuals named as inventors, the effects of foreign laws where foreign nationals are involved in the development of the subject matter of the patent, conflicting obligations of third parties involved in developing our product candidates or as a result of questions regarding co-ownership of potential joint inventions. For example, we or our licensors may have inventorship disputes arise from conflicting obligations of employees, consultants or others who are involved in developing our product candidates. Litigation may be necessary to defend against these and other claims challenging inventorship or our licensors ownership of our in-licensed patents, our trade secrets or other intellectual property. Alternatively, or additionally, we may enter into agreements to clarify the scope of our rights in such intellectual property. If we or our licensors fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property that is important to our product candidates. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Also, our licensors may have relied on third-party consultants or collaborators or on funds from third parties, such as the U.S.government, such that our licensors are not the sole and exclusive owners of the patents we in-licensed. If other third parties have ownership rights or other rights to our in-licensed patents, they may be able to license such patents to our competitors, and our competitors could market competing products and technology. This could have a material adverse effect on our competitive position, business, financial condition, results of operations and prospects. 63 Further, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in obtaining such executed agreements with each party who, in fact, conceives or develops intellectual property that we regard as our own. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Such claims could have a material adverse effect on our business, financial condition, results of operations and prospects. **** **Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by government patent agencies, and our licensors patent protection could be reduced or eliminated for non-compliance with these requirements.** Periodic maintenance fees, renewal fees, annuity fees and various other government fees on patents or patent applications will be due to be paid to the USPTO and various government patent agencies outside of the UnitedStates over the lifetime of our in-licensed patents and any patent rights we may own or in-license in the future. The USPTO and various non-U.S.patent offices require compliance with several procedural, documentary, fee payment and other similar provisions during the patent application process. We employ reputable law firms and other professionals to help us comply with these requirements, and we are also dependent on our licensors to take the necessary action to comply with these requirements with respect to our in-licensed intellectual property. In many cases, an inadvertent lapse, by our patent counsel or other applicable patent maintenance vendors, can be cured by payment of a late fee or by other means in accordance with the applicable rules. There are situations, however, in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. In such an event, potential competitors might be able to enter the market with similar or identical product candidates or platforms, which could have a material adverse effect on our business prospects and financial condition. **** **If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.** We use and will continue to use registered and/or unregistered trademarks or trade names to brand and market ourselves and our products. Our trademarks or trade names may be challenged, infringed, circumvented, declared generic or determined to be infringing on other marks. We may not be able to protect our rights to these trademarks and trade names or may be forced to stop using these names, which we use for name recognition by potential collaborators or customers in our markets of interest. At times, competitors may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively, and our business may be materially adversely affected. We may also license our trademarks and trade names to third parties, such as distributors. Though these license agreements may provide guidelines for how our trademarks and trade names may be used, a breach of these agreements or misuse of our trademarks and trade names by our licensees may jeopardize our rights in or diminish the goodwill associated with our trademarks and trade names. **** **Intellectual property rights do not necessarily address all potential threats to our business.** The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect our business. The following examples are illustrative: | | others may be able to create T-cell therapies that are similar to our product candidates, but that are not covered by the claims of any patents that we own, license or control; | | 64 | | we, our licensors, or any strategic collaborators might not have been the first to make the inventions covered by the issued patents or pending patent applications that we own, license or control or may own, license or control in the future; | | | | we or our licensors might not have been the first to file patent applications covering certain of our in-licensed inventions; | | | | others may independently develop the same, similar, or alternative technologies without infringing, misappropriating, or violating our in-licensed intellectual property rights; | | | | it is possible that any patent applications we may file in the future will not lead to issued patents; | | | | issued patents that we in-license, control or may own in the future may not provide us with any competitive advantages, or may be narrowed or held invalid or unenforceable, including as a result of legal challenges; | | | | our competitors might conduct research and development activities in the UnitedStates and other countries that provide a safe harbor from patent infringement claims for certain research and development activities, as well as in countries where we do not have patent rights, and may then use the information learned from such activities to develop competitive products for sale in our major commercial markets; | | | | we may choose not to file a patent application in order to maintain certain trade secrets or know-how, and a third party may subsequently file a patent application covering such trade secrets or know-how; and | | | | the patents of others may have an adverse effect on our business. | | Should any of these events occur, they could have a material adverse impact on our business, financial condition, results of operations and prospects. **** **If any negative data were to arise with respect to the use of our licensed technology in territories where such technology is licensed to a third party, it could negatively affect our ability to develop our product candidates in territories where we license such technology.** Pursuant to the Syracuse License Agreement, Eureka licensed to JW Therapeutics (Cayman) Co. Ltd (JW) the rights to use ARTEMIS technology in connection with CD19 and CD22 in Greater China and the ASEAN countries (the JW Territory). The JW License allows JW to conduct research and development (but not commercialize) in the U.S., and for Eureka and Estrella to conduct research and development (but not commercialize) in the JW Territory. Accordingly, we may experience conflicts or have potential intellectual property-related disputes with JW in connection with the development of our product candidates. Additionally, if any negative data were to arise from the JW Territory with respect to the use of ARTEMIS technology in the JW Territory, it could negatively affect our ability to develop our product candidates and adversely impact our success in the Licensed Territory. **** **Risks Related to Government Regulation** **** **Clinical development includes a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results.** All of our current product candidates are in preclinical or clinical development and their risk of failure is high. It is impossible to predict when or if our candidates or any potential future product candidates will prove effective in humans or will receive regulatory approval. Before obtaining marketing approval from regulatory authorities for the sale of any product candidate, we must complete preclinical studies for our current product candidates and then conduct extensive clinical trials to demonstrate the safety, purity and potency, or efficacy of that product candidate in humans. Clinical testing is expensive and can take manyyears to complete, and its outcome is inherently uncertain. Failure can occur at any time during the development process. The results of preclinical studies and clinical trials of any of our current or potential future product candidates may not be predictive of the results of later-stage clinical trials. Product candidates in later stages of clinical trials may fail to show the desired safety and efficacy traits despite having progressed through preclinical studies and initial clinical trials. A number of companies in the pharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy or safety profiles, notwithstanding promising results in earlier trials. 65 We may experience delays in completing our preclinical studies and initiating or completing our clinical studies. We do not know whether planned preclinical studies and clinical trials will be completed on schedule or at all, or whether planned clinical trials will begin on time, need to be redesigned, enroll patients on time or be completed on schedule, if at all. Our development programs may be delayed for a variety of reasons, including delays related to: | | the FDA or other regulatory authorities requiring us to submit additional data or imposing other requirements before permitting us to initiate a clinical trial; | | | | obtaining regulatory approval to commence a clinical trial; | | | | reaching agreement on acceptable terms with prospective CROs and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and clinical trial sites; | | | | obtaining IRB or ethics committee approval at each clinical trial site; | | | | recruiting suitable patients to participate in a clinical trial; | | | | having patients complete a clinical trial or return for post-treatment follow-up; | | | | clinical trial sites deviating from trial protocol or dropping out of a trial; | | | | the FDA placing the clinical trial on hold; | | | | subjects failing to enroll or remain in our trial at the rate we expect; | | | | subjects choosing an alternative treatment for the indication for which we are developing or other product candidates, or participating in competing clinical trials; | | | | lack of adequate funding to continue the clinical trial; | | | | subjects experiencing severe or unexpected drug-related adverse events; | | | | any changes to our manufacturing process that may be necessary or desired; | | | | adding new clinical trial sites; and | | | | manufacturing sufficient quantities of our product candidates for use in clinical trials. | | Furthermore, we expect to rely on our CROs and clinical trial sites to ensure the proper and timely conduct of our clinical trials and, while we expect to enter into agreements governing their committed activities, we have limited influence over their actual performance. We could encounter delays if prescribing physicians encounter unresolved ethical issues associated with enrolling patients in clinical trials of our current or potential future product candidates in lieu of prescribing existing treatments that have established safety and efficacy profiles. Further, a clinical trial may be suspended or terminated by us, our collaborators, the IRBs of the institutions in which such trials are being conducted, the Data Safety Monitoring Board for such trial or by the FDA or other regulatory authorities due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a drug or therapeutic biologic, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. Moreover, principal investigators for our clinical trials may serve as scientific advisors or consultants to us from time to time and receive cash or equity compensation in connection with such services. If these relationships and any related compensation result in perceived or actual conflicts of interest, or a regulatory authority concludes that the financial relationship may have affected the interpretation of the trial, the integrity of the data generated at the applicable clinical trial site may be questioned and the utility of the clinical trial itself may be jeopardized, which could result in the delay or rejection of the marketing application we submit. Any such delay or rejection could prevent or delay us from commercializing our current or future product candidates. 66 If we experience delays in the completion of, or termination of, any clinical trial of any of our current or potential future product candidates, the commercial prospects of such product candidate will be harmed, and our ability to generate product revenue from such product candidates will be delayed. In addition, any delays in completing our clinical trials will increase our costs, slow our product development and approval process and jeopardize our ability to commence product sales and generate revenue. Any of these occurrences may have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our current or potential future product candidates. **We may be unable to obtain U.S.or foreign regulatory approval and, as a result, be unable to commercialize our current or potential future product candidates.** Our current and any potential future product candidates are subject to extensive governmental regulations relating to, among other things, research, testing, development, manufacturing, safety, efficacy, approval, recordkeeping, reporting, labeling, storage, packaging, advertising and promotion, pricing, marketing, and distribution of therapeutic biologics. Rigorous preclinical testing and clinical trials and an extensive regulatory approval process are required to be successfully completed in the U.S.and in many foreign jurisdictions before a new drug or therapeutic biologic can be marketed in the U.S.or foreign jurisdictions. Satisfaction of these and other regulatory requirements is costly, time-consuming, uncertain and subject to unanticipated delays. It is possible that none of the product candidates we may develop will obtain the regulatory approvals necessary for us or our potential future collaborators to begin selling them. The time required to obtain FDA and other approvals is unpredictable but typically takes manyyears following the commencement of clinical trials, depending upon the type, complexity, and novelty of the product candidate. The standards that the FDA and its foreign counterparts use when regulating us require judgment and can change, which makes it difficult to predict with certainty how they will be applied. Any analysis we perform of data from preclinical and clinical activities is subject to confirmation and interpretation by regulatory authorities, which could delay, limit or prevent regulatory approval. We may also encounter unexpected delays or increased costs due to new government regulations, for example, from future legislation or administrative action, or from changes in regulatory policy during the period of product development, clinical trials and regulatory review in the UnitedStates and other jurisdictions. It is impossible to predict whether legislative changes will be enacted, or whether FDA or foreign regulations, guidance or interpretations will be changed, or what the impact of such changes, if any, may be. Any delay or failure in obtaining required approvals could have a material adverse effect on our ability to generate revenue from the particular product candidate for which we are seeking approval. Further, we and our potential future collaborators may never receive approval to market and commercialize any product candidate. Even if we or a potential future collaborator obtains regulatory approval, the approval may be for targets, disease indications or patient populations that are not as broad as we intended or desired or may require labeling that includes significant use or distribution restrictions or safety warnings. Once a product obtains regulatory approval, numerous post approval requirements apply, including periodic monitoring and reporting obligations, review of promotional material, reports on ongoing clinical trials and adverse events and inspections of manufacturing facilities. In addition, material changes to approved products, including any changes to the manufacturing process or labeling, require further review by the appropriate authorities before marketing. Approvals may also be withdrawn or revoked due to safety, effectiveness, or potency concerns, including as a result of adverse events reported in patients or ongoing clinical trials, or failure to comply with cGMP.In addition to revocation or withdrawal of approvals, we and our partners may be subject to warnings, fines, recalls, criminal prosecution or other sanctions if we fail to comply with regulatory requirements. If we or our partners are unable to obtain or maintain regulatory approvals for our products and product candidates, our business, financial position, results of operations and future growth prospects will be negatively impacted and we or our partners may be subject to sanctions. If any of our product candidates prove to be ineffective, unsafe, or commercially unviable, we may have to re-engineer our current or potential future product candidates, and our entire pipeline could have little, if any, value, which could require us to change our focus and approach to product candidate discovery and therapeutic development, which would have a material adverse effect on our business, financial condition, results of operations and prospects. 67 We will also be subject to numerous foreign regulatory requirements governing, among other things, the conduct of clinical trials, manufacturing and marketing authorization, pricing, and third-party reimbursement. The foreign regulatory approval process varies among countries and may include all of the risks associated with FDA approval described above as well as risks attributable to the satisfaction of local regulations in foreign jurisdictions. Moreover, the time required to obtain approval in a foreign jurisdiction may differ from that required to obtain FDA approval. **** **Obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval of our product candidates in other jurisdictions.** If we succeed in developing any products, we intend to market them in the UnitedStates, as well as the European Union and other foreign jurisdictions. In order to market and sell our products in other jurisdictions, we must obtain separate marketing approvals and comply with numerous and varying regulatory requirements. Obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not guarantee that we will be able to obtain or maintain regulatory approval in any other jurisdiction, but a failure or delay in obtaining regulatory approval in one jurisdiction may have a negative effect on the regulatory approval process in others. For example, even if the FDA grants marketing approval of a product candidate, comparable regulatory authorities in foreign jurisdictions must also approve the manufacturing, marketing and promotion of the product candidate in those countries. Approval procedures vary among jurisdictions and can involve requirements and administrative review periods different from those in the UnitedStates, including additional preclinical studies or clinical trials as clinical trials conducted in one jurisdiction may not be accepted by regulatory authorities in other jurisdictions. In many jurisdictions outside the UnitedStates, a product candidate must be approved for reimbursement before it can be approved for sale in that jurisdiction. In some cases, the price that we intend to charge for our products is also subject to approval. Obtaining foreign regulatory approvals and compliance with foreign regulatory requirements could result in significant delays, difficulties and costs for us and could delay or prevent the introduction of our products in certain countries. If we or any partner we work with fails to comply with the regulatory requirements in international markets or fails to receive applicable marketing approvals, our target market will be reduced, and our ability to realize the full market potential of our product candidates will be harmed. **** **In the past, Eureka has conducted proof-of-concept studies outside of the UnitedStates and collaborated with third parties on investigator-initiated studies (IIS). We may in the future conduct certain of our clinical trials for our product candidates outside of the UnitedStates or use data from proof of concept or IIS studies from outside the UnitedStates to support our IND applications and design clinical development programs. However, the FDA and other foreign equivalents may not accept data from such trials, in which case our development plans will be delayed, which could materially harm our business.** In the past, Eureka has conducted proof-of-concept studies outside of the UnitedStates and collaborated with third parties on investigator-initiated studies (IIS). We may in the future conduct certain of our clinical trials for our product candidates outside of the UnitedStates or use data from proof of concept or IIS studies from outside the UnitedStates to support our IND applications and design clinical development programs. Although the FDA may accept data from clinical trials conducted outside the UnitedStates, acceptance of this data is subject to certain conditions imposed by the FDA.In cases where data from foreign clinical trials are intended to serve as the basis for marketing approval in the UnitedStates, the FDA will not approve the application on the basis of foreign data alone unless (i)those data are applicable to the U.S.population and U.S.medical practice; (ii)the studies were performed by clinical investigators of recognized competence; and (iii)the data are considered valid without the need for an on-site inspection by the FDA or, if the FDA considers such an inspection to be necessary, the FDA is able to validate the data through an on-site inspection or other appropriate means. For studies that are conducted only at sites outside of the UnitedStates and not subject to an IND, the FDA requires the clinical trial to have been conducted in accordance with GCPs, and the FDA must be able to validate the data from the clinical trial through an on-site inspection if it deems such inspection necessary. For such studies not subject to an IND, the FDA generally does not provide advance comment on the clinical protocols for the studies, and therefore there is an additional potential risk that the FDA could determine that the study design or protocol for a non-U.S.clinical trial was inadequate, which could require us to conduct additional clinical trials. There can be no assurance the FDA will accept data from clinical trials conducted outside of the UnitedStates. If the FDA does not accept data from our clinical trials of our product candidates, it would likely result in the need for additional clinical trials, which would be costly and time consuming and delay or permanently halt our development of our product candidates. 68 Many foreign regulatory bodies have similar approval requirements. In addition, such foreign trials would be subject to the applicable local laws of the foreign jurisdictions where the trials are conducted. There can be no assurance that the FDA or any similar foreign regulatory authority will accept data from trials conducted outside of the UnitedStates or the applicable jurisdiction. If the FDA or any similar foreign regulatory authority does not accept such data, it would result in the need for additional trials, which would be costly and time-consuming and delay aspects of our business plan, and which may result in our product candidates not receiving approval or clearance for commercialization in the applicable jurisdiction. Conducting clinical trials outside of the UnitedStates also exposes us to additional risks, including risks associated with: | | additional foreign regulatory requirements; | | | | foreign exchange fluctuations; | | | | compliance with foreign manufacturing, customs, shipment and storage requirements; | | | | cultural differences in medical practice and clinical research; and | | | | diminished protection of intellectual property in some countries. | | **** **Even if we receive regulatory approval for any of our current or potential future product candidates, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense. Additionally, our current or potential future product candidates, if approved, could be subject to labeling and other restrictions and market withdrawal and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our products.** Any regulatory approvals that we or potential future collaborators obtain for any of our current or potential future product candidates will be subject to limitations on the approved indicated uses for which a product may be marketed or may be subject to the conditions of approval, or contain requirements for potentially costly post-marketing testing, and surveillance to monitor the safety and efficacy of such product candidate. In addition, if the FDA or any other regulatory authority approves any of our current or potential future product candidates, the manufacturing processes, labeling, packaging, distribution, adverse event reporting, storage, import, export, advertising, promotion and recordkeeping for such product will be subject to extensive and ongoing regulatory requirements. These requirements include submissions of safety and other post-marketing information and reports, registration, as well as continued compliance with cGMP and good clinical practices for any clinical trials that we conduct post-approval. In addition, manufacturers and manufacturers facilities are required to comply with extensive FDA and comparable foreign regulatory authority requirements, including ensuring that quality control and manufacturing procedures conform to cGMP and cGTP regulations and applicable product tracking and tracing requirements. Later discovery of previously unknown problems with a product candidate, including adverse events of unanticipated severity or frequency, or with our third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in, among other things: | | restrictions on the marketing or manufacturing of the product candidate, withdrawal of the product candidate from the market or voluntary or mandatory product recalls; | | | | fines, warning letters, untitled letters or holds on clinical trials; | | | | refusal by the FDA to approve pending applications or supplements to approved applications filed by us or our strategic collaborators; | | | | suspension or revocation of product approvals; | | | | suspension of any ongoing clinical trials; | | | | product seizure or detention or refusal to permit the import or export of products; and | | | | injunctions or the imposition of civil or criminal penalties or monetary fines. | | 69 The occurrence of any event or penalty described above may inhibit our ability to commercialize our product candidates and generate revenue. The FDA has the authority to require a risk evaluation and mitigation strategy (REMS) as part of a biologics license application (BLA) or after approval, which may impose further requirements or restrictions on the distribution or use of an approved product, such as limiting prescribing to certain physicians or medical centers that have undergone specialized training, limiting treatment to patients who meet certain safe-use criteria and requiring treated patients to enroll in a registry. Furthermore, the FDA strictly regulates marketing, labeling, advertising and promotion of products that are placed on the market. Products may be promoted only for the approved indications and in accordance with the provisions of the approved label. While physicians may prescribe, in their independent professional medical judgment, products for off-label uses as the FDA does not regulate the behavior of physicians in their choice of drug treatments, the FDA does restrict a manufacturers communications on the subject of off-label use of their products. Companies may only share truthful and not misleading information that is otherwise consistent with a products FDA approved labeling. The FDA and other authorities actively enforce the laws and regulations prohibiting the promotion of off-label uses and a company that is found to have improperly promoted off-label uses may be subject to significant liability including, among other things, adverse publicity, warning letters, corrective advertising and potential civil and criminal penalties. The federal government has levied large civil and criminal fines against companies for alleged improper promotion of off-label use and has enjoined companies from engaging in off-label promotion. The FDA and other regulatory authorities have also required that companies enter into consent decrees or permanent injunctions under which specified promotional conduct is changed or curtailed. Occurrence of any of the foregoing could have a material adverse effect on our business and results of operations. The FDAs and other regulatory authorities policies may change, and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our product candidates. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the UnitedStates or abroad. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve or sustain profitability, which would adversely affect our business. **** **Any product candidates for which we intend to seek approval as biologic products may face competition sooner than anticipated.** The Affordable Care Act includes a subtitle called the Biologics Price Competition and Innovation Actof2009 (BPCIA) which created an abbreviated approval pathway for biological products that are biosimilar to or interchangeable with an FDA-licensed reference biological product. Under the BPCIA, an application for a biosimilar product may not be submitted to the FDA until fouryears following the date that the reference product was first licensed by the FDA.In addition, the approval of a biosimilar product may not be made effective by the FDA until twelveyears from the date on which the reference product was first licensed. During this twelve-year period of exclusivity, another company may still market a competing version of the reference product if the FDA approves a full BLA for the competing product containing the sponsors own preclinical data and data from adequate and well-controlled clinical trials to demonstrate the safety, purity and potency of its product. The law is complex. The BPCIA could have a material adverse effect on the future commercial prospects for our biological products. We believe that any of our future product candidates approved as a biological product under a BLA should qualify for the twelve-year period of exclusivity. However, there is a risk that this exclusivity could be shortened due to Congressional action or otherwise, or that the FDA will not consider our product candidates to be reference products for competing products, potentially creating the opportunity for generic competition sooner than anticipated. Other aspects of the BPCIA, some of which may impact the BPCIA exclusivity provisions, have also been the subject of recent litigation. Moreover, the extent to which a biosimilar, once approved, could be substituted for any one of our reference products in a way that is similar to traditional generic substitution for non-biological products will depend on a number of marketplace and regulatory factors that are still developing. 70 **Healthcare legislative reform measures may have a material adverse effect on our business and results of operations.** In the UnitedStates and some foreign jurisdictions, there have been, and continue to be, several legislative and regulatory changes and proposed changes regarding the healthcare system that could prevent or delay marketing approval of product candidates, restrict or regulate post-approval activities, and affect our ability to profitably sell any product candidates for which we obtain marketing approval. Among policy makers and payors in the UnitedStates and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated goals of containing healthcare costs, improving quality and/or expanding access. In the UnitedStates, the pharmaceutical industry has been a particular focus of these efforts and has been significantly affected by major legislative initiatives. In March2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (collectively, the ACA,) was passed, which substantially changed the way healthcare is financed by both the government and private insurers, and significantly impacts the U.S.pharmaceutical industry. Since its enactment, there have been judicial, congressional and executive branch challenges and amendments to certain aspects of the ACA.For example, on August16, 2022, the Inflation Reduction Actof2022 (IRA) was signed into law, which among other things, extends enhanced subsidies for individuals purchasing health insurance coverage in ACA marketplaces through plan year 2025. The IRA also eliminates the donut hole under the Medicare PartD program beginning in 2025 by significantly lowering the beneficiary maximum out-of pocket cost and through a newly established manufacturer discount program. It is possible the ACA will be subject to judicial or congressional challenges and amendments in the future. On July4, 2025, the annual reconciliation bill, the OBBBA was signed into law which is expected to reduce Medicaid spending and enrollment by implementing work requirements for some beneficiaries, capping state-directed payments, reducing federal funding, and limiting provider taxes used to fund the program. OBBBA also narrows access to ACA marketplace exchange enrollment and declines to extend the ACA enhanced advanced premium tax credits, set to expire in 2025, which, among other provisions in the law, are anticipated to reduce the number of Americans with health insurance. Also, there has been heightened governmental scrutiny recently over the manner in which drug manufacturers set prices for their marketed products, which have resulted in several congressional inquiries, presidential executive orders, and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drug products. For example, the IRA, among other things, (1)directs the U.S.Department of Health and Human Services (HHS) to negotiate the price of certain high-expenditure, single-source drugs covered under Medicare that have been on the market for at least 7years (the Medicare Drug Price Negotiation Program) and (2)imposes rebates under Medicare PartB and Medicare PartD to penalize price increases that outpace inflation. These provisions began to effect progressively in fiscal year 2023. On August15, 2024, HHS announced the agreed-upon reimbursement prices of the first ten drugs that were subject to price negotiations, although the Medicare Drug Price Negotiation Program is currently subject to legal challenges. On January17, 2025, HHS elected up to fifteen additional products covered under PartD for price negotiation in 2025. Each year thereafter more PartB and PartD products will become subject to the Medicare Drug Price Negotiation Program. On December8, 2023, the National Institute of Standards and Technology published for comment a Draft Interagency Guidance Framework for Considering the Exercise of March-In Rights which for the first time includes the price of a product as one factor an agency can use when deciding to exercise march-in rights. While march-in rights have not previously been exercised, it is uncertain if that will continue under the new framework. Individual states in the UnitedStates have also become increasingly active in passing legislation and implementing regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. For example, on January5, 2024, the FDA approved Floridas Section804 Importation Program (SIP) proposal to import certain drugs from Canada for specific state healthcare programs. It is unclear how this program will be implemented, including which drugs will be chosen, and whether it will be subject to legal challenges in the UnitedStates or Canada. Other states have also submitted SIP proposals that are pending review by the FDA.In addition, regional healthcare authorities and individual hospitals are increasingly using bidding procedures to determine what pharmaceutical products and which suppliers will be included in their prescription drug and other healthcare programs. We expect that additional state and federal healthcare reform measures will be adopted in the future. 71 The current Trump administration is pursuing policies to reduce regulations and expenditures across government including at HHS, the FDA, CMS and related agencies. These actions, presently directed by executive orders or memoranda from the Office of Management and Budget, may propose policy changes that create additional uncertainty for our business. These actions and proposals include, for example, (1)directives to reduce agency workforce and cut programs; (2)rescinding a Biden administration executive order tasking the Center for Medicare and Medicaid Innovation to consider new payment and healthcare models to limit drug spending; (3)eliminating the Biden administrations executive order that directed HHS to establish an AI task force and develop a strategic plan; (4)directing HHS and other agencies to lower prescription drug costs through a variety of initiatives, including by improving upon the Medicare Drug Price Negotiation Program and establishing Most-Favored-Nation pricing for pharmaceutical products; (5)imposing tariffs of imported pharmaceutical products; and (6)directing certain federal agencies to enforce existing law regarding hospital and price plan transparency and by standardizing prices across hospitals and health plans. Additionally, Congress may introduce and ultimately pass health care related legislation that could impact the drug approval process and make changes to the Medicare Drug Price Negotiation Program created under the IRA.We expect additional health reform measures may be implemented in the future, particularly given the recent change in administration. We cannot predict what healthcare reform initiatives may be adopted in the future, particularly in light of the recent U.S.presidential and congressional elections. We expect that these and other healthcare reform measures that may be adopted in the future, may result in more rigorous coverage criteria and additional downward pressure on the price that we receive for any approved drug. Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors. The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability, or commercialize our drugs. **** **Failure to comply with health and data protection laws and regulations could lead to government enforcement actions (which could include civil or criminal penalties), private litigation or adverse publicity and could negatively affect our operating results and business.** We may collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect and share personal information, health information and other sensitive information to develop our products, to operate our business, for clinical trial purposes, for legal and marketing purposes, and for other business-related purposes. To date, our IT infrastructure remains limited in size and scope, and our privacy, data protection, and cybersecurity policies are continually evolving. Although we have implemented certain security measures to protect our financial data and communications, we cannot guarantee that our current physical, technical, organizational, and administrative safeguards will be sufficient to prevent data loss, theft, or security breaches, or that we will remain in compliance in all material respects with all evolving Privacy and Security Requirements. We and any potential future collaborators, partners, or service providers may be subject to federal, state, and foreign data protection laws, regulations, and regulatory guidance, the number and scope of which is changing, subject to differing applications and interpretations, and which may be inconsistent among jurisdictions, or in conflict with other rules, laws, or contractual obligations. In the United States, numerous federal and state laws and regulations, including federal health information privacy laws, such as the Health Insurance Portability and Accountability Act (HIPAA), state data breach notification laws, state health information privacy laws and federal and state consumer protection laws, that govern the collection, use, disclosure and protection of health-related and other personal information could apply to our operations or the operations of any future potential collaborators or service providers. In addition, we may obtain health information from third parties (including research institutions from which we obtain clinical trial data) that are subject to privacy and security requirements under HIPAA, or other privacy and data security laws. Depending on the facts and circumstances, we could be subject to civil or criminal penalties if we obtain, use, or disclose individually identifiable health information maintained by a HIPAA-covered entity in a manner that is not authorized or permitted by HIPAA, or if we otherwise violate applicable privacy and data security laws. International data protection laws, including the EUs General Data Protection Regulation (GDPR), may also apply to health-related and other personal information obtained outside of the United States. The GDPR went into effect on May 25, 2018, and imposes stringent data protection requirements for processing of personal data of individuals within the European Economic Area (EEA) as well as potential fines for noncompliant companies of up to the greater of 20 million or 4% of annual global revenue. The GDPR imposes numerous requirements for the collection, use and disclosure of personal data, including stringent requirements relating to consent and the information that must be shared with data subjects about how their personal information is used, the obligation to notify regulators and affected individuals of personal data breaches, extensive internal privacy governance obligations and obligations to honor expanded rights of individuals in relation to their personal information. 72 In addition, the GDPR places restrictions on cross-border data transfers. On July 10, 2023, the European Commission adopted an adequacy decision for the EU-US Data Privacy Framework, which remains in effect as of February 2026 and enables transfers of personal data from the EEA to U.S. entities certified under the framework. Similarly, the Swiss-U.S. Data Privacy Framework was extended in September 2023 to align with the EU-US framework, facilitating data transfers from Switzerland to certified U.S. entities. Furthermore, the European Commissions Standard Contractual Clauses, updated in June 2021, continue to serve as a primary mechanism for data transfers where adequacy decisions do not apply, subject to transfer impact assessments and supplementary measures as required. If we are investigated by a European data protection authority, we may face fines and other penalties. Any such investigation or charges by European data protection authorities could have a negative effect on our existing business and on our ability to attract and retain new clients or pharmaceutical partners. We may also experience hesitancy, reluctance, or refusal by European or multi-national clients or pharmaceutical partners to continue to use our products due to the potential risk exposure as a result of the current (and, in particular, future) data protection obligations imposed on them by certain data protection authorities in interpretation of current law, including the GDPR. Such clients or pharmaceutical partners may also view any alternative approaches to compliance as being too costly, too burdensome, too legally uncertain, or otherwise objectionable and therefore decide not to do business with us. Any of the foregoing could materially harm our business, prospects, financial condition, and results of operations. The GDPR has increased our responsibilities and potential liability in relation to personal data processed subject to the GDPR, and we may be required to put in place additional mechanisms to ensure compliance with the GDPR, including as implemented by individual countries. Companies now have to comply with the GDPR and also the United Kingdom GDPR (UK GDPR), which, together with the amended UK Data Protection Act 2018, retains the GDPR in UK national law. The UK GDPR mirrors the fines under the GDPR, i.e., fines up to the greater of 17.5 million or 4% of global turnover. In addition, the European Commission renewed the UK adequacy decisions under the GDPR and the Law Enforcement Directive in December 2025, extending them until December 2031, enabling continued free flow of personal data from EEA member states to the UK. These decisions are subject to a mid-term review after four years and may be renewed further based on ongoing assessments. Similarly, the UK has determined that it considers all of the EEA to be adequate for the purposes of data protection. This ensures that data flows between the UK and the EEA remain unaffected. Compliance with the GDPR and applicable laws and regulations relating to privacy and data protection of EEA Member States and the UK is a rigorous and time-intensive process that may increase our cost of doing business or require us to change our business practices, and despite those efforts, there is a risk that we may be subject to fines and penalties, litigation and reputational harm in connection with our European activities. In addition, any failure by us (or our business partners who handle personal data) to comply with GDPR and applicable laws and regulations relating to privacy and data protection of EEA member states and the UK may result in regulators prohibiting our processing of the personal data of EEA data subjects, which could impact our operations and ability to develop our products and provide our services, including interrupting or ending EEA clinical trials. In addition, states are constantly adopting new laws or amending existing laws, requiring attention to frequently changing regulatory requirements. For example, California enacted the California Consumer Privacy Act (the CCPA) on June 28, 2018, which took effect on January 1, 2020. The CCPA gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used by requiring covered companies to provide new disclosures to California consumers (as that term is broadly defined and can include any of our current or future employees who may be California residents) and provide such residents new ways to opt-out of certain sales of personal information. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches and statutory damages, which is expected to increase data breach class action litigation and result in significant exposure to costly legal judgments and settlements. Although the law includes limited exceptions for health-related information, including clinical trial data, such exceptions may not apply to all of our operations and processing activities. As we expand our operations and trials (both preclinical and clinical), the CCPA may increase our compliance costs and potential liability. Some observers have noted that the CCPA could mark the beginning of a trend towards more stringent privacy legislation in the United States. In November 2020, California passed the California Privacy Rights Act (the CPRA) which amends and expands the CCPA. The CPRA imposes additional data protection obligations on covered businesses, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk data, and opt outs for certain uses of sensitive data. It also expands the types of data breaches subject to the CCPAs private right of action, provides for increased penalties for CPRA violations concerning California residents under the age of 16 and creates a new California data protection agency authorized to issue substantive regulations, which has resulted in increased privacy and information security enforcement. The majority of the provisions have been in effect since January 1, 2023, and additional compliance investment and potential business process changes may be required. New regulations under the CCPA and CPRA took effect on January 1, 2026, including requirements for risk assessments, cybersecurity audits, and opt-out confirmation mechanisms. The CPRA has created additional uncertainty and may increase our cost of compliance. As of February 2026, at least 18 other states have enacted comprehensive consumer privacy laws similar to the CCPA and CPRA, including Virginia (effective January 1, 2023), Colorado (effective July 1, 2023), Connecticut (effective July 1, 2023), Utah (effective December 31, 2023), Florida (effective July 1, 2024), Texas (effective July 1, 2024), Oregon (effective July 1, 2024), Montana (effective October 1, 2024), Delaware (effective January 1, 2025), Iowa (effective January 1, 2025), Tennessee (effective July 1, 2025), Indiana (effective January 1, 2026), and Nebraska (effective January 1, 2025), with additional states expected to follow. These laws vary in scope but generally grant consumers rights to access, delete, and opt out of the sale or sharing of their personal information, and impose obligations on businesses such as data minimization, purpose limitation, and security requirements. In the event that we are subject to or affected by HIPAA, the GDPR, the CCPA, the CPRA or other domestic privacy and data protection laws, any liability from failure to comply with the requirements of these laws could adversely affect our financial condition. 73 Compliance with U.S. and international data protection laws and regulations could require us to take on more onerous obligations in our contracts, restrict our ability to collect, use and disclose data, or in some cases, impact our ability to operate in certain jurisdictions. Laws and regulations worldwide relating to privacy, data protection and cybersecurity are, and are likely to remain, uncertain for the foreseeable future. While we strive to comply with applicable laws and regulations relating to privacy, data protection and cybersecurity, external and internal privacy and security policies and contractual obligations relating to privacy, data protection and cybersecurity to the extent possible, we may at times fail to do so, or may be perceived to have failed to do so. Moreover, despite our efforts, we may not be successful in achieving compliance if our personnel, collaborators, partners or vendors do not comply with applicable laws and regulations relating to privacy, data protection and cybersecurity, external and internal privacy and security policies and contractual obligations relating to privacy, data protection and cybersecurity. Actual or perceived failure to comply with any laws and regulations relating to privacy, data protection or cybersecurity in the U.S. or foreign jurisdictions could result in government enforcement actions (which could include civil or criminal penalties), private litigation or adverse publicity and could negatively affect our operating results and business. Moreover, clinical trial subjects about whom we or our potential collaborators or service providers obtain information, as well as the providers who share this information with us, may contractually limit our ability to use and disclose the information. Claims that we have violated individuals privacy rights, failed to comply with applicable laws or regulations, or breached our contractual obligations, even if we are not found liable, could be expensive and time consuming to defend, result in regulatory actions and proceedings, in addition to private claims and litigation, and could result in adverse publicity that could harm our business. We also are, or may be asserted to be, subject to the terms of our external and internal privacy and security policies, representations, certifications, publications, and frameworks and contractual obligations to third parties related to privacy, data protection, information security, and processing. Failure to comply or the perceived failure to comply with any of these, or if any of these policies or any of our representations, certifications, publications, or frameworks are, in whole or part, found or perceived to be inaccurate, incomplete, deceptive, unfair, or misrepresentative of our actual practices, could result in reputational harm, result in litigation, cause a material adverse impact to business operations or financial results, and otherwise result in other material harm to our business. **If we or our existing or potential future collaborators, manufacturers or service providers fail to comply with healthcare laws and regulations, we or they could be subject to enforcement actions, which could affect our ability to develop, market and sell our product candidates and may harm our reputation.** Healthcare providers, physicians, and third-party payors, among others, will play a primary role in the prescription and recommendation of any product candidates for which we obtain marketing approval. Our current and future arrangements with third-party payors, providers, and customers, among others, may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which we market, sell, and distribute our product candidates for which we obtain marketing approval. Restrictions under applicable federal and state healthcare laws and regulations in the UnitedStates and other countries, include the following: | | the federal Anti-Kickback Statute, which prohibits, among other things, a person or entity from knowingly and willfully soliciting, offering, paying, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, lease order, arranging for or recommendation of, any good, facility, item or service, for which payment may be made, in whole or in part, by a federal healthcare program, such as Medicare or Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; | | 74 | | federal civil and criminal false claims laws, including the federal False Claims Act, which provides for civil whistleblower or qui tam actions, and civil monetary penalties laws, that impose penalties against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. In addition, the government may assert that a claim including items and services resulting from a referral made in violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act; | | | | HIPAA, which imposes criminal and civil liability for executing a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing, or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare benefits, items, or services. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; | | | | HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH) and its implementing regulations, including the Final Omnibus Rule published in January2013, which impose obligations on certain covered entity healthcare providers, health plans and healthcare clearinghouses as well as their business associates and their subcontractors that perform certain services involving the use or disclosure of individually identifiable health information, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information, and require notification to affected individuals and regulatory authorities of certain breaches of security of individually identifiable health information. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys fees and costs associated with pursuing federal civil actions. In addition, there may be additional federal, state, and non-U.S.laws which govern the privacy and security of health and other personal information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts; | | | | the federal false statements statute, which prohibits knowingly and willfully falsifying, concealing, or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare benefits, items, or services; | | | | the federal physician payment transparency requirements, sometimes referred to as the Sunshine Act under the Affordable Care Act, require certain manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Childrens Health Insurance Program to report to the CMS information related to transfers of value made to physicians (currently defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, as well as ownership and investment interests of such physicians and their immediate family members. Effective January1, 2022, these reporting obligations extend to include payments and transfers of value, made during the previous year to certain non-physician providers, including physician assistants, nurse practitioners, clinical nurse specialists, certified registered nurse anesthetists, anesthesiologist assistants and certified nurse midwives; and | | 75 | | analogous local, state and foreign laws and regulations, such as state anti-kickback and false claims laws that may apply to healthcare items or services reimbursed by third party payors, including private insurers, local, state and foreign transparency laws that require manufacturers to report information related to payments and transfers of value to other healthcare providers and healthcare entities, marketing expenditures, or drug pricing, state laws that require pharmaceutical companies to register certain employees engaged in marketing activities in the location and comply with the pharmaceutical industrys voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government, and state and foreign laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts. | | Ensuring that our future business arrangements with third parties comply with applicable healthcare laws and regulations could involve substantial costs. It is possible that governmental authorities will conclude that our business practices, including our relationships with physicians and other healthcare providers, some of whom are compensated in the form of stock options for consulting services provided, may not comply with current or future statutes, regulations, agency guidance or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any such requirements, we may be subject to penalties, including criminal and significant civil monetary penalties, damages, fines, imprisonment, disgorgement, contractual damages, reputational harm, exclusion from participation in government healthcare programs, integrity obligations, injunctions, recall or seizure of products, total or partial suspension of production, denial or withdrawal of pre-marketing product approvals, private qui tam actions brought by individual whistleblowers in the name of the government, refusal to allow us to enter into supply contracts, including government contracts, additional reporting requirements and oversight if subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations. Although effective compliance programs can mitigate the risk of investigation and prosecution for violations of these laws, these risks cannot be entirely eliminated. Any action against us for an alleged or suspected violation could cause us to incur significant legal expenses and could divert our managements attention from the operation of our business, even if our defense is successful. Therefore, even if we are successful in defending against any such actions that may be brought against us, our business may be impaired. If any of the above occur, our ability to operate our business and our results of operations could be adversely affected. In addition, achieving and sustaining compliance with applicable laws and regulations may be costly to us in terms of money, time, and resources. **** **If we fail to comply with U.S.and foreign regulatory requirements, regulatory authorities could limit or withdraw any marketing or commercialization approvals we may receive and subject us to other penalties that could materially harm our business.** Even if we receive marketing and commercialization approval of a product candidate, we will be subject to continuing regulatory requirements, including in relation to adverse patient experiences with the product and clinical results that are reported after a product is made commercially available, both in the UnitedStates and any foreign jurisdiction in which we seek regulatory approval. The FDA and other regulatory authorities have significant post-market authority, including the authority to require labeling changes based on new safety information and to require post-market studies or clinical trials to evaluate safety risks related to the use of a product or to require withdrawal of the product candidate from the market. The FDA and other regulatory authorities also have the authority to require a REMS after approval, which may impose further requirements or restrictions on the distribution or use of an approved drug or therapeutic biologic. The manufacturer and manufacturing facilities we use to make a future product, if any, will also be subject to periodic review and inspection by the FDA and other regulatory authorities, including for continued compliance with cGMP and cGTP requirements. The discovery of any new or previously unknown problems with our third-party manufacturers, manufacturing processes or facilities may result in restrictions on the product candidate, manufacturer, or facility, including withdrawal of the product candidate from the market. We intend to rely on third-party manufacturers and we will not have control over compliance with applicable rules and regulations by such manufacturers. Any product promotion and advertising will also be subject to regulatory requirements and continuing regulatory review. If we or our existing or future collaborators, manufacturers or service providers fail to comply with applicable continuing regulatory requirements in the U.S.or foreign jurisdictions in which we seek to market our products, we or they may be subject to, among other things, fines, warning letters, holds on clinical trials, delay of approval or refusal by the FDA, or other regulatory authorities to approve pending applications or supplements to approved applications, suspension or withdrawal of regulatory approval, product recalls and seizures, administrative detention of products, refusal to permit the import or export of products, operating restrictions, injunction, civil penalties, and criminal prosecution. **** 76 **** **Even if we are able to commercialize any product candidate, such product candidate may become subject to unfavorable pricing regulations or third-party coverage and reimbursement policies, which would harm our business.** In the UnitedStates and markets in other countries, patients generally rely on third-party payors to reimburse all or part of the costs associated with their treatment. Adequate coverage and reimbursement from governmental healthcare programs, such as Medicare and Medicaid, and private health insurers is critical to new product acceptance. There is also significant uncertainty related to the insurance coverage and reimbursement of newly approved products and coverage may be more limited than the purposes for which the medicine is approved by the FDA or comparable foreign regulatory authorities. In the UnitedStates, the principal decisions about reimbursement for new medicines are typically made by the CMS, an agency within the U.S.Department of Health and Human Services. CMS decides whether and to what extent a new medicine will be covered and reimbursed under Medicare and private payors tend to follow CMS to a substantial degree. Our ability to commercialize any products successfully will depend, in part, on the extent to which coverage and adequate reimbursement for these products and related treatments will be available from third-party payors, such as government authorities, private health insurers and health maintenance organizations. Patients who are prescribed medications for the treatment of their conditions generally rely on third-party payors to reimburse all or part of the costs associated with their prescription drugs. Coverage and adequate reimbursement from government healthcare programs, such as Medicare and Medicaid, and private health insurers are critical to new product acceptance. Patients are unlikely to use our future products, if any, unless coverage is provided and reimbursement is adequate to cover a significant portion of the cost. Obtaining coverage and adequate reimbursement for our product candidates may be particularly difficult because of the higher prices often associated with drugs administered under the supervision of a physician. Similarly, because our product candidates are physician-administered, separate reimbursement for the product itself may or may not be available. Instead, the administering physician may or may not be reimbursed for providing the treatment or procedure in which our product is used. Cost-containment is a priority in the U.S.healthcare industry and elsewhere. As a result, government authorities and other third-party payors have attempted to control costs by limiting coverage and the amount of reimbursement for particular medications. Increasingly, third-party payors are requiring that drug companies provide them with predetermined discounts from list prices and are challenging the prices charged for medical products. Third-party payors also may request additional clinical evidence beyond the data required to obtain marketing approval, requiring a company to conduct expensive pharmacoeconomic studies in order to demonstrate the medical necessity and cost-effectiveness of its product. Commercial third-party payors often rely upon Medicare coverage policy and payment limitations in setting their reimbursement rates, but also have their own methods and approval process apart from Medicare determinations. Therefore, coverage and reimbursement for pharmaceutical products in the U.S.can differ significantly from payor to payor. We cannot be sure that coverage and adequate reimbursement will be available for any product that we commercialize and, if reimbursement is available, that the level of reimbursement will be adequate. Coverage and reimbursement may impact the demand for, or the price of, any product candidate for which we obtain marketing approval. If coverage and reimbursement are not available or are available only at limited levels, we may not be able to successfully commercialize any product candidate for which we obtain marketing approval. Additionally, the regulations that govern regulatory approvals, pricing and reimbursement for new drugs and therapeutic biologics vary widely from country to country. Some countries require approval of the sale price of a drug or therapeutic biologic before it can be marketed. In many countries, the pricing review period begins after marketing approval is granted. In some foreign markets, prescription pharmaceutical pricing remains subject to continuing governmental control even after initial approval is granted. As a result, we might obtain regulatory approval for a product in a particular country, but then be subject to price regulations that delay our commercial launch of the product, possibly for lengthy time periods, and negatively impact the revenues we are able to generate from the sale of the product in that country. Adverse pricing limitations may hinder our ability to recoup our investment in one or more product candidates, even if our product candidates obtain regulatory approval. **** 77 **** **We are subject to U.S.and foreign anti-corruption and anti-money laundering laws with respect to our operations and non-compliance with such laws can subject us to criminal or civil liability and harm our business.** We are subject to the U.S.Foreign Corrupt Practices Actof1977, as amended (the FCPA), the U.S.domestic bribery statute contained in 18 U.S.C. 201, the U.S.Travel Act, the USA PATRIOT Act, and possibly other state and national anti-bribery and anti-money laundering laws in countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents, third-party intermediaries, joint venture partners and collaborators from authorizing, promising, offering or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector. We interact with officials and employees of government agencies and government-affiliated hospitals, universities, and other organizations. In addition, we may engage third-party intermediaries to promote our clinical research activities abroad or to obtain necessary permits, licenses and other regulatory approvals. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, collaborators, and agents, even if we do not explicitly authorize or have actual knowledge of such activities. In connection with the Business Combination, Estrella adopted a Code of Business Conduct and Ethics and we expect to prepare and implement policies and procedures to ensure compliance with such code. The Code of Business Conduct and Ethics mandates compliance with the FCPA and other anti-corruption laws applicable to our business throughout the world. However, we cannot assure you that our employees and third-party intermediaries will comply with the Code of Business Conduct and Ethics or such anti-corruption laws. Noncompliance with anti-corruption and anti-money laundering laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension, or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage and other collateral consequences. If any subpoenas, investigations, or other enforcement actions are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations and financial condition could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion of managements attention and resources and significant defense and compliance costs and other professional fees. In certain cases, enforcement authorities may even cause us to appoint an independent compliance monitor which can result in added costs and administrative burdens. **** **General Risk Factors** **** **Disruptions at the FDA and other government agencies caused by reductions in staffing, funding shortages or government shutdowns could hinder their ability to review regulatory submissions or otherwise prevent new or modified products from being developed, approved or commercialized in a timely manner or at all, which could negatively impact our business.** The ability of the FDA, the European Medicines Agency (EMA) and other comparable foreign regulatory authorities to review and approve new products can be affected by a variety of factors, including government budget and funding levels, agency efforts to reduce or restructure the federal workforce, and broader statutory, regulatory and policy changes. In March 2025, the U.S. Department of Health and Human Services (HHS) implemented a major restructuring that reduced HHS staffing by approximately 20,000 positions, including about 3,500 positions at the FDA. Current and former FDA employees and industry observers have expressed concern that such cuts have eroded morale and disrupted the agencys regulatory work, even though HHS stated that core drug, device and food reviewers were intended to be protected. Further reductions occurred in fiscal year 2026, with the FDA experiencing a net loss of an additional 473 employees, contributing to delays in application reviews and slower response times across drug and biologics centers. In late 2025, the U.S. federal government experienced a partial shutdown following a lapse in appropriations, during which many federal employees were furloughed and agencies, including the FDA, operated under contingency plans with reduced staffing. During shutdown periods, the FDA typically limits activities to those deemed essential, which can include certain safety-related functions but may delay or suspend review of some regulatory submissions, inspections and policy work. Although funding was subsequently restored and furloughed employees were authorized to return to work, similar shutdowns or lapses in appropriations could recur in the future. 78 Disruptions and personnel turnover at the FDA and other agencies whether as a result of leadership changes, workforce reductions, hiring freezes, difficulty retaining key personnel, or government shutdowns may slow the time necessary for new drugs and biologics to be reviewed and/or approved. Cuts in FDA staffing or sustained uncertainty around agency resources could result in longer response times, delays in the review of INDs or other applications, slower issuance of regulations or guidance, or diminished ability to implement or enforce regulatory requirements in a timely fashion. If a prolonged government shutdown occurs, or if staffing changes prevent the FDA, the USPTO, the SEC or other regulatory authorities from conducting their regular inspections, reviews, or other regulatory activities, including formal and informal interactions with product developers, it could significantly impact the timing of review and processing of our regulatory submissions and intellectual property filings, which could have a material adverse effect on our business, financial condition and results of operations. **** **We or the related parties upon whom we depend may be adversely affected by natural disasters and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.** We share our facilities with Eureka (Facilities) located in Emeryville, California, near major earthquake faults, fire zones and the shore of San Francisco Bay. Any unplanned event, such as earthquake, flood, fire, explosion, extreme weather condition, medical epidemics, power shortage, telecommunication failure, or other natural or man-made accidents or incidents that result in us being unable to fully utilize the Facilities may have a material adverse effect on our ability to operate our business, particularly on a daily basis and have significant negative consequences on our financial and operating conditions. Loss of access to the Facilities may result in increased costs, delays in the development of our product candidates, or interruption of our business operations. Natural disasters or pandemics such as the COVID-19 outbreak could further disrupt our operations and have a material adverse effect on our business, financial condition, results of operations, and prospects. If a natural disaster, power outage or other event occurred that prevented us from using all or a significant portion of the Facilities, that damaged critical infrastructure, such as research facilities or the manufacturing facilities of our contract manufacturers, or that otherwise disrupted operations, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of time. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans, which could have a material adverse effect on our business. In the event of an accident or incident at the Facilities, we cannot assure our investors that the amounts of insurance payable, if any, will be sufficient to satisfy any damages and losses. If the Facilities or the manufacturing facilities of our contract manufacturers are unable to operate because of an accident or incident or for any other reason, even for a short period of time, any or all of our research and development programs may be harmed. Any business interruption may have a material adverse effect on our business, financial condition, results of operations, and prospects. **** **Our quarterly operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause our stock price to fluctuate or decline.** We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors, including: | | variations in the level of expense related to the ongoing development of our product candidates or future development programs; | | | | results of preclinical studies and clinical trials, or the addition or termination of preclinical studies and clinical trials or funding support by us or potential future collaborators; | | | | our execution of any collaboration, licensing, or similar arrangements, and the timing of payments we may make or receive under potential future arrangements or the termination or modification of any of our existing or potential future collaboration, licensing, or similar arrangements; | | | | any intellectual property infringement, misappropriation or violation lawsuit or opposition, interference or cancellation proceeding in which we may become involved; | | | | additions and departures of key personnel; | | | | strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments, or changes in business strategy; | | | | if any of our product candidates receives regulatory approval, the terms of such approval and market acceptance and demand for such product candidates; | | 79 | | regulatory developments affecting our product candidates or those of our competitors; and | | | | changes in general market and economic conditions. | | If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our Common Stock could decline substantially. Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our stock to fluctuate substantially. We believe that quarterly comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance. **** **We may be subject to claims that our employees, consultants, or independent contractors have wrongfully used or disclosed confidential information of third parties.** We have received confidential and proprietary information from third parties. In addition, we employ individuals who were previously employed at other biotechnology or pharmaceutical companies. We may be subject to claims that we or our employees, consultants, or independent contractors have inadvertently or otherwise used or disclosed confidential information of these third parties or our employees former employers, or that we caused an employee to breach the terms of his or her non-competition or non-solicitation agreement. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial cost and be a distraction to our management and employees. If our defenses to these claims fail, in addition to requiring us to pay monetary damages, a court could prohibit us from using technologies or features that are essential to our product candidates, if such technologies or features are found to incorporate or be derived from the trade secrets or other proprietary information of the former employers. Moreover, any such litigation or the threat thereof may adversely affect our reputation, our ability to form strategic alliances or sublicense our rights to collaborators, engage with scientific advisors or hire employees or consultants, each of which would have an adverse effect on our business, results of operations, financial condition, and prospects. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management. **** **Our management team is not subject to non-competition restrictions if they terminate their employment with us.** The employment agreements with Dr.Liu and Mr.Xu do not contain non-competition covenants limiting their ability to compete with us if they terminate their employment. Although the employment agreements contain customary confidentiality and non-solicitation covenants, the departure of one or more of the members of our management team, followed by such departing member competing with us could diminish our strategic advantages and could have an adverse effect on our business, results of operations, financial condition, and prospects. In addition, Dr.Lius employment agreement does not contain invention assignment provisions. As a result, any invention by Dr.Liu would remain his intellectual property and we would have no right to ownership of such invention. **Risks Related to our Securities** **** **Our Common Stock price may be volatile.** Our Common Stock price is likely to be volatile. The market price for our Common Stock may be influenced by many factors, including the other risks described in this section of the prospectus entitled *Risk Factors* and the following: | | Estrellas ability to advance its current or potential future product candidates into the clinic; | | | | results of preclinical studies and clinical trials for Estrellas current or potential future product candidates, or those of its competitors or potential future collaborators; | | | | regulatory or legal developments in the UnitedStates and other countries, especially changes in laws or regulations applicable to Estrellas future products; | | | | the success of competitive products or technologies; | | | | introductions and announcements of new products by Estrella, its future commercialization collaborators, or its competitors, and the timing of these introductions or announcements; | | 80 | | actions taken by regulatory authorities with respect to Estrella future products, clinical trials, manufacturing process or sales and marketing terms; | | | | actual or anticipated variations in Estrellas financial results or those of companies that are perceived to be similar to Estrella; | | | | the success of Estrellas efforts to acquire or in-license additional technologies, products, or product candidates; | | | | developments concerning any future collaborations, including, but not limited to, those with any sources of manufacturing supply and future commercialization collaborators; | | | | market conditions in the pharmaceutical and biotechnology sectors; | | | | announcements by Estrella or its competitors of significant acquisitions, strategic alliances, joint ventures or capital commitments; | | | | developments or disputes concerning patents or other proprietary rights, including patents, litigation matters and Estrellas ability to obtain patent protection for its products; | | | | Estrellas ability or inability to raise additional capital and the terms on which it is raised; | | | | the recruitment or departure of key personnel; | | | | changes in the structure of healthcare payment systems; | | | | actual or anticipated changes in earnings estimates or changes in stock market analyst recommendations regarding our Common Stock, other comparable companies or the industry generally; | | | | Estrellas failure or the failure of its competitors to meet analysts projections or guidance that Estrella or its competitors may give to the market; | | | | fluctuations in the valuation of companies perceived by investors to be comparable to Estrella; | | | | announcement and expectation of additional financing efforts; | | | | speculation in the press or investment community; | | | | trading volume of our Common Stock; | | | | sales of our Common Stock by us or our stockholders, including sales of shares registered for resale under this or other registration statements, which could create or increase an overhang in the market. | | | | the concentrated ownership of our Common Stock; | | | | changes in accounting principles; | | | | terrorist acts, acts of war or periods of widespread civil unrest; | | | | the termination or non-renewal of key agreements, such as the Service Agreement with Eureka; | | | | natural disasters, public health crises and other calamities; and | | | | general economic, industry and market conditions. | | In addition, stock markets in general, and the markets for pharmaceutical, biopharmaceutical and biotechnology companies in particular, have experienced significant volatility in recentyears, often unrelated to the operating performance of the underlying businesses. This type of broad market and industry volatility may adversely affect the trading price of our Common Stock, regardless of our operating performance. **** 81 **** **If we fail to maintain compliance with Nasdaq listing standards, our Common Stock could be delisted, which could adversely affect the trading price and liquidity of our Common Stock and subject us to additional trading restrictions, including the penny stock rules.** Our Common Stock is currently listed on the Nasdaq Capital Market. To maintain this listing, we must satisfy ongoing requirements, including, among others, the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share, and the minimum market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2). On November 19, 2024, we received notices from Nasdaq that we were not in compliance with the minimum bid price requirement and the requirement to maintain a minimum of $2,500,000 in stockholders equity. We regained compliance with both of these requirements on December 11, 2024. Subsequently, in April 2025, we received a notice from Nasdaq that we were not in compliance with the minimum bid price requirement, and in August 2025 we received a notice that we were not in compliance with the minimum market value of listed securities requirement. In September 2025, Nasdaq notified us that we had regained compliance with both of these listing standards and that these matters were closed. Additionally, 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. We submitted a plan to regain compliance, which Nasdaq accepted on February 27, 2026, granting us an extension until June 29, 2026, to hold a joint 2025/2026 annual meeting. There can be no assurance that we will be able to regain compliance within the extension period granted. If we do not satisfy the terms, Nasdaq will provide written notification that our securities will be delisted, at which time we may appeal to a Hearings Panel. In addition, there can be no assurance that we will continue to satisfy Nasdaqs other listing requirements related to minimum bid price or market value of listed securities in the future. Our stock price may again fall below the $1.00 minimum bid price requirement, or our market value of listed securities or other metrics may fall below applicable thresholds. Nasdaq has recently adopted changes that may shorten the time available to regain compliance with the minimum bid price requirement and restrict the use of reverse stock splits to cure bid-price deficiencies. If we are unable to regain or maintain compliance with Nasdaqs listing standards within the applicable cure periods, our Common Stock could be subject to delisting. If our Common Stock is delisted from Nasdaq and is not listed on another national securities exchange, our Common Stock may be quoted on an over-the-counter market. In that event, we could become subject to the Securities and Exchange Commissions penny stock rules, which generally apply to securities trading below $5.00 per share that are not listed on a national securities exchange. These rules impose additional disclosure and suitability obligations on broker-dealers that effect transactions in penny stocks, including obtaining a customers written consent before a transaction in a penny stock, which could reduce the number of broker-dealers willing to make a market in our Common Stock and may further limit the liquidity and trading volume of our shares. As a result, delisting from Nasdaq could adversely affect the trading price of our Common Stock, make it more difficult for stockholders to sell their shares, impair our ability to raise additional capital on acceptable terms or at all, and could have a material adverse effect on our business, financial condition and results of operations. **** **Estrella may incur significant costs from class action litigation due to the expected stock volatility.** The trading price of our Common Stock may fluctuate for many reasons, including as a result of public announcements regarding the progress of development efforts for our platform and product candidates, the development efforts of collaborators or competitors, the addition or departure of key personnel, variations in our quarterly operating results, changes in market valuations of biopharmaceutical and biotechnology companies, changes in overall market conditions, or other factors discussed in this Risk Factors section. This risk is especially relevant to us because biopharmaceutical and biotechnology companies have experienced significant stock price volatility in recentyears and continue to be among the industries most frequently targeted in securities class action lawsuits. In the past, securities class action litigation has often been brought against public companies following periods of volatility in the market price of their securities, including life sciences companies whose stock prices declined after clinical, regulatory or financing developments. If any of our stockholders were to bring a securities class action lawsuit against us, even if the claims are without merit, we could incur substantial costs defending the action, and such litigation could divert the time and attention of our management and other personnel from operating our business, which could harm our business, operating results, financial condition and cash flows. **** 82 **** **We are a controlled company within the meaning of Nasdaq listing rules and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.** As a result of Eureka Therapeutics, Inc. holding more than 50% of the voting power of our board of directors, we will be a controlled company within the meaning of Nasdaqs listing rules. Therefore, we are not required to comply with certain corporate governance rules that would otherwise apply to us as a listed company on Nasdaq including the requirement that compensation committee and nominating and corporate governance committee be composed entirely of independent directors (as defined by Nasdaqs listing rules). As a controlled company the Estrella Board is not required to include a majority of independent directors. We do not intend to rely on those exemptions. However, we cannot guarantee that this may not change going forward. Should the interests of Eureka Therapeutics, Inc. differ from those of other stockholders, it is possible that the other shareholders might not be afforded such protections as might exist if the board of directors of us, or such committees, were required to have a majority, or be composed exclusively, of directors who were independent of Eureka Therapeutics, Inc. or our management. **** **Estrella is an emerging growth company and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Common Stock less attractive to investors and may make it more difficult to compare performance with other public companies.** Estrella is an emerging growth company as defined in the JOBS Act, and it intends to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in 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. Investors may find our Common Stock less attractive because Estrella will continue to rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock, and the stock price may be more volatile. An emerging growth company may elect to delay the adoption of new or revised accounting standards. Section102(b)(2)of the JOBS Act allows Estrella to delay adoption of new or revised accounting standards until those standards apply to non-public business entities. As a result, the consolidated financial statements contained in this Annual Report and those that Estrella will file in the future may not be comparable to companies that comply with the effective dates of revised accounting standards for public entities. **** **Future sales and issuances of Common Stock or rights to purchase Common Stock could result in additional dilution of the percentage ownership of Estrella stockholders and could cause the price of our Common Stock to fall.** Significant additional capital will be needed in the future to continue our planned operations, including further development of our product candidates, payments under the Services Agreement in connection with preparing regulatory filings, conducting preclinical studies and clinical trials, commercialization efforts, expanded research and development activities and costs associated with operating as a public company. To raise capital, we may sell Common Stock, convertible securities or other equity securities in one or more transactions at prices and in a manner as determined from time to time. If we sell Common Stock, convertible securities or other equity securities, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to existing stockholders, and new investors could gain rights, preferences and privileges senior to the holders of our Common Stock. Pursuant to our 2023 Omnibus Incentive Plan (the 2023 Plan), our board of directors or a committee appointed by the board to administer the 2023 Plan (the Incentive Plan Administrator) is authorized to grant stock options and other equity awards to our employees, directors and consultants. Initially, 3,520,123 shares of Common Stock were authorized for issuance under the 2023 Plan. On January1, 2024, under the plans evergreen provision, the share reserve automatically increased by 1,941,293 shares, and on January1, 2025, it increased by an additional 1,920,444 shares. In addition, on the firsttrading day of each subsequent calendar year, beginning with calendar year 2026, the share reserve will automatically increase by up to 5% of the total number of shares of Common Stock outstanding as of the lastday of the immediately preceding calendar year, unless the Incentive Plan Administrator acts prior to January1 of such year to provide that there will be no increase or a lesser increase in the share reserve for that year. Unless the Incentive Plan Administrator acts not to increase, or to reduce the increase in, the number of shares available for issuance under the 2023 Plan, our stockholders may experience additional dilution, which could cause the price of our Common Stock to fall. In 2024, options to purchase 3,600,000 shares of our Common Stock were granted to our employees, members of our board of directors and other consultants under the 2023 Plan. 83 Estrellas issuance of additional shares of common stock or other equity securities of equal or senior rank would, all else being equal, have the following effects: | | existing stockholders proportionate ownership interest in Estrella would decrease; | | | | the amount of cash available per share, including for payment of dividends in the future, may decrease; | | | | the relative voting strength of each previously outstanding share of common stock would be diminished; and | | | | the market price of shares of Common Stock may decline. | | **** **Estrellas internal control over financial reporting may not prevent or detect all errors or acts of fraud.** Estrella must design its internal control over financial reporting to reasonably assure that information we must disclose in reports we file or submit under the ExchangeAct is accumulated and communicated to management, and recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC.We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. For example, our directors or executive officers could inadvertently fail to disclose a new relationship or arrangement causing us to fail to make a required related party transaction disclosure. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected. **Estrella has identified material weaknesses in its internal control over financial reporting which, if not corrected, could affect the reliability of Estrellas consolidated financial statements, and have other adverse consequences.** In connection with the audits of Estrellas consolidated financial statements for the fiscal year ended December 31, 2025, and the six-month transition period ended December 31, 2024, material weaknesses in Estrellas internal control over financial reporting were identified in relation to Estrellas lack of qualified full-time personnel with appropriate levels of accounting knowledge and experience to address complex U.S. GAAP accounting issues and to prepare and review consolidated financial statements and related disclosures under U.S. GAAP. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis. **** **The identified material weaknesses, if not corrected, could result in a material misstatement to Estrellas consolidated financial statements that may not be prevented or detected.** 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 ended June 30, 2023. The implementation of the material aspects of this plan took place during 2025 and 2024. Additional qualified out-sourced 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 the chief financial officer and third-party consultants to ensure proper accounting treatment. Narratives and policies for the Companys 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. If Estrella fails to establish and maintain proper internal financial reporting controls, its ability to produce accurate financial statements or comply with applicable regulations could be impaired. Estrella is a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, requires that we include a report from management on our internal control over financial reporting in our annual reports on Form 10-K. In addition, if Estrella ceases to be an emerging growth company, our independent registered public accounting firm may be required to attest to and report on the effectiveness of our internal control over financial reporting. 84 If Estrella fails to implement any required improvements to its disclosure controls and procedures to address any material weaknesses in its internal control over financial reporting, such material weaknesses could result in inaccuracies in Estrellas consolidated financial statements and could also impair its ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. In addition, Estrellas reporting obligations may place a significant strain on its management, operational, and financial resources and systems for the foreseeable future. Estrella may be unable to timely complete its evaluation testing and any required remediation.**** **** **Reports published by analysts, including projections in those reports that differ from Estrellas actual results, could adversely affect the price and trading volume of our Common Stock.** Estrella currently expects that securities research analysts will establish and publish their own periodic financial projections for the business of Estrella. These projections may vary widely and may not accurately predict the results that Estrella will actually achieve. Estrellas stock price may decline if its actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on Estrella downgrades its stock or publishes inaccurate or unfavorable research about its business, Estrellas stock price could decline. If one or more of these analysts ceases coverage of Estrella or fails to publish reports on Estrella regularly, its stock price or trading volume could decline. If no analysts commence coverage of Estrella, the trading price and volume for our Common Stock could be adversely affected. **** **The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from Estrellas business operations.** As a public company, Estrella is subject to the reporting requirements of the ExchangeAct and the Sarbanes-Oxley Act. The ExchangeAct requires the filing of annual, quarterly, and current reports with respect to a public companys business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. As a result, Estrella will incur significant legal, accounting, and other expenses that Estrella did not previously incur as a private company prior to the Business Combination. Estrellas entire management team and many of its other current or future employees will be required to devote substantial time to compliance, and Estrella may not effectively or efficiently manage its transition into a public company. These rules and regulations have and will continue to result in Estrella incurring substantial legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations make it more difficult and more expensive for Estrella to obtain and maintain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain or maintain the same or similar coverage in the future. As a result, it may be difficult for Estrella to attract and retain qualified people to serve on its board of directors, its board committees, or as executive officers. **** **Provisions in Estrellas Amended Charter, Estrellas amended and restated bylaws (the Amended Bylaws) and Delaware law may have anti-takeover effects that could discourage an acquisition of Estrella by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management, which could depress the trading price of our Common Stock.** Estrellas Amended Charter, the Amended Bylaws, and Delaware law contain provisions that may have the effect of discouraging, delaying, or preventing a change in control of us or changes in our management that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares. Estrellas Amended Charter and the Amended Bylaws include provisions that: | | permit the Estrella Board to issue up to 10,000,000 shares of preferred stock, with any rights, preferences, and privileges as they may designate, including the right to approve an acquisition or other change of control; | | | | provide that the number of directors of Estrella may be changed only by resolution of Estrella Board; | | 85 | | provide that, subject to the rights of any series of preferred stock to elect directors, directors may be removed only for cause by the holders of two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of Estrella entitled to vote generally at an election of directors; | | | | provide that all vacancies, subject to the rights of any series of preferred stock, including newly created directorships, may, except as otherwise required by law, be filled exclusively by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director; | | | | provide that stockholders seeking to present proposals before a meeting of stockholders or seeking to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and specify requirements as to the form and content of such notice; | | | | provide that special meetings of Estrellas stockholders may be called by the Estrella Board; and | | | | provide that the Estrella Board will be divided into three classes of directors, with only one class of directors being elected each year and each individual director serving a three-year term, therefore making it more difficult for stockholders to change the composition of the board of directors. | | These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. These provisions could also limit the price that investors might be willing to pay in the future for shares of our Common Stock, thereby depressing the market price of our Common Stock. In addition, because we are incorporated in the State of Delaware, we are governed by the provisions of Section203 of the General Corporation Law of the State of Delaware, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of threeyears after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. Any provision of Estrellas Amended Charter, Amended Bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Common Stock, and could also affect the price that some investors are willing to pay for our Common Stock. **Item 1B. Unresolved Staff Comments.** **** None. **Item 1C. Cybersecurity.** **** **Risk Management and Strategy** Estrella has adopted cybersecurity principles modeled after its parent company, Eureka, which outsources its IT support to a third-party provider. Estrellas IT infrastructure is limited due to its size and scope, and it has not conducted a formal standalone IT risk assessment. Because it has not conducted a formal standalone IT risk assessment, Estrellas process for assessing, identifying, and managing material risks from cybersecurity threats has not been fully integrated into its overall risk management system or process. Estrella does not have a formal process established to oversee and identify cybersecurity threats and risks associated with its reliance on the third-party IT support provider of Eureka. However, it has implemented several key cybersecurity measures, focusing heavily on cloud-based solutions to protect its financial data and communications. Key cybersecurity risk management strategies include: | | | Data Backup and Recovery: Estrella stores all critical data in the cloud and does not maintain on-premise servers. Daily backups are conducted and monitored to protect financial and operational data from loss or breach. Periodic restore tests are also performed to verify the integrity of the data. | | 86 | | | Two-Factor Authentication: Access to Estrellas data and email, hosted on Office 365, is protected by two-factor authentication, providing an additional layer of security against unauthorized access. | | | | | Data Access Control: Financial data is stored on a dedicated SharePoint site, with access restricted to relevant personnel only, ensuring tight control over sensitive information. | | | | | Email Protection: Estrella employs Exchange Online Protection (EOP) for email filtering, Data Loss Prevention (DLP) to prevent accidental sharing of sensitive information, and basic email encryption to secure communications. | | **Governance** Cybersecurity oversight at Estrella is integrated into Eurekas IT governance framework. Eurekas IT Governance Committee, which consists of the CEO from the third-party IT provider and Eurekas operations team, oversees cybersecurity risk assessments and controls. The third-party IT provider has more than three decades of experience in providing strategic planning and IT outsourcing to companies, with cybersecurity professionals on staff that specialize in NIST compliance. Estrellas CEO is responsible for ensuring that cybersecurity measures relevant to Estrella are in place and effective. Estrellas management works closely with Eurekas IT Governance Committee to ensure that Estrella benefits from Eurekas comprehensive cybersecurity practices. Although Estrella does not have a dedicated cybersecurity officer, Eurekas IT Governance Committee, oversees the IT support provided by the third-party IT provider to Estrella. Any critical cybersecurity incidents or risks identified are communicated to Estrellas board for review and action. In the event of a cybersecurity incident, the board is promptly informed, and measures are taken in coordination with Eurekas IT Governance Committee and third-party IT provider to address and mitigate any risks. Estrellas board is committed to ensuring that cybersecurity remains a priority and that all necessary steps are taken to protect the companys data and operations. During the year ended December 31, 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, we may not be aware of all vulnerabilities or might not accurately assess the risks of incidents, and such preventative measures cannot provide absolute security and may not be sufficient in all circumstances or mitigate all potential risks. **Item 2. Properties.** **** Our principal executive office in the U.S., which we lease, is located at 5858 Horton Street, Suite 370, Emeryville, CA 94608. The Company does not own any real estate. We believe that our existing office space is sufficient for our current needs. **Item 3. Legal Proceedings.** **** From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We currently are not a party to any material litigation or other material legal proceedings. **Item 4. Mine Safety Disclosures.** **** Not applicable. 87 **PART II** **** **Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.** **** **Market Information** **** Our common stock and warrants trade on the Nasdaq Capital Market under the symbols ESLA and ESLAW, respectively, since October 2, 2023. **Holders** **** As of December 31, 2025, there were 19 registered holders of record of our Common Stock and one holder of record of our warrants. The single record holder for our warrants is Cede & Co., a nominee for The Depository Trust Company, which holds all of our outstanding warrants in street name. These figures do not include the number of beneficial owners whose shares or warrants are held in street name through banks or broker-dealers. **Dividends** **** We have not paid any cash dividends to date. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of the Board at such time. **Unregistered Sales of Equity Securities** **** All sales of unregistered securities during the fiscal year ended December 31, 2025, were previously disclosed in our quarterly reports on Form 10-Q or current reports on Form 8-K, as applicable. **Issuer Purchases of Common Stock** **** None. **Securities Authorized for Issuance Under Equity Compensation Plans** **** **Equity Compensation Plan Information** | Plan category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | | Equity compensation plans approved by security holders | | 3,600,000 | $ | 0.815 | | 3,781,860 | | | Equity compensation plans not approved by security holders | | None | | | | None | | | Total | | 3,600,000 | $ | 0.815 | | 3,781,860 | | **Item 6. [Reserved]** 88 **** **Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.** ** *The following discussion and analysis of our results of operations and financial condition should be read together with our audited consolidated financial statements and the notes thereto, which are included elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).* **** **Overview** We are a clinical-stage biopharmaceutical company developing T-cell therapies with the capacity to address treatment challenges for patients with blood cancers and solid tumors. Our mission is to harness the evolutionary power of the human immune system to provide patients fighting cancer with safe, effective therapies. Our lead product candidate, EB103, is a T-cell therapy called CD19-Redirected ARTEMIS T-Cell Therapy, which utilizes Eureka Therapeutics, Inc.s (Eureka) ARTEMIS technology to target CD19. On March2, 2023, the FDA cleared the Investigational New Drug (IND) application for EB103, allowing us to proceed with the PhaseI/II STARLIGHT-1 Clinical Trial. We hold an exclusive license from Eureka to develop CD19 and CD22-targeted T-cell therapies using their ARTEMIS platform. Under a Services Agreement and a related Statement of Work (SOW), Eureka performs clinical trial services for our STARLIGHT-1 trial. As of December 31, 2025, nine patients had been dosed in the trial, and we had accrued approximately $12.4 million in related-party liabilities for the corresponding milestones. To date, we have funded our operations primarily through the issuance of preferred and common stock, including net proceeds from our business combination in September2023 and a private placement during May through September2025. We have a limited operating history and have not generated any revenue from product sales. As of December 31, 2025, we had an accumulated deficit of approximately $37.0million. We expect our expenses and operating losses to increase significantly as we continue to advance our product candidates through clinical development. **** **Change in Fiscal Year** On November25, 2024, our Board of Directors approved a change in our fiscal year end from June30 to December31. **** **Results of Operations for the year ended December 31, 2025 Compared with the unaudited twelve-month period ended December 31, 2024** Due to the change in our fiscal year end from June 30 to December 31, the audited consolidated financial statements included in this Annual Report present our financial results for the year ended December 31, 2025, and the six-month transition period ended December 31, 2024. However, to provide a meaningful year-over-year comparison, the following discussion compares our results of operations for the year ended December 31, 2025, against the unaudited twelve months ended December 31, 2024. There are two major expense categories in our operations: (i)research and development expenses and (ii)general and administrative expenses. **** **Research and Development Expenses** Research and development expenses consist primarily of costs related to conducting work related to the conduct of the STARLIGHT-1 clinical trial, which was mainly performed by Eureka. For the year ended December 31, 2025 and for the twelve months ended December 31, 2024, we incurred approximately $10.2 million and $6.4 million of research and development expenses, respectively. All research and development expenses incurred for the periods presented above were dedicated to the development of ARTEMIS T-cell therapies targeting CD19 and CD22. The increase in research and development expenses was mainly due to Estrella incurring higher service fees during the clinical phase and the dosing of seven patients, and a second site activation under the SOW for the year ended December 31, 2025 compared to two patients dosed during the same period in 2024. In addition, for the twelve months ended December 31, 2024, we have incurred $3.5 million R&D expense from Eureka for achieving the milestones associated with the initiation of the study, the preparation and activation of the first study site, and the First Patient First Visit (FPFV) under the SOW. 89 Our breakdown of research and development expenses by categories for the year ended December 31, 2025 and for the twelve months ended December 31, 2024 are summarized below: | | | For the year ended December31, 2025 | | | For the twelve months ended December31, 2024 | | | | | | | | | (Unaudited) | | | | Consulting and laboratory related fee | | $ | 10,207,228 | | | $ | 6,401,435 | | | | Stock based compensation | | | 41,317 | | | | 7,131 | | | | Total research and development | | $ | 10,248,545 | | | $ | 6,408,566 | | | **** **General and Administrative Expenses** For the year ended December 31, 2025 and for the twelve months ended December 31, 2024, we incurred approximately $2.8 million and $2.4 million in general and administrative expenses, respectively. The increase was primarily driven by higher professional fees and stock-based compensation expense related to stock options granted in October2024 under our 2023 Omnibus Incentive Plan, partially offset by lower other corporate expenses. **Net Loss** We incurred a net loss of approximately $13.1 million and $8.8 million for the year ended December 31, 2025 and for the twelve months ended December 31, 2024, respectively. We expect our research and development expenses to continue to increase as we continue to work with Eureka to advance the IND filings, preclinical and clinical development of our product candidates and preclinical programs, seek regulatory approval for any product candidates that successfully complete clinical trials, scale up our clinical and regulatory capabilities, adapt our regulatory compliance efforts to incorporate requirements applicable to marketed products, maintain, expand, and protect our intellectual property portfolio, add operational, financial, and management information systems and personnel, including personnel to support our product development and planned future commercialization efforts, and incur additional legal, accounting, and other expenses in operating as a public company. **** **Liquidity and Capital Resources** As of December 31, 2025, we had cash and cash equivalents of approximately $1.4 million and a working capital deficit of approximately $11.9 million. Since our inception, we have expended substantial funds on research and development and have experienced significant losses and negative cash flows from operations. For the year ended December 31, 2025, we reported a net loss of approximately $13.1 million and net cash used in operating activities of approximately $1.8 million. As of December 31, 2025, we had an accumulated deficit of approximately $37.0 million. **Going Concern and Managements Assessment of Liquidity** We expect our expenses and operating losses to increase significantly as we continue to advance our product candidates through clinical development, particularly in connection with the Phase I/II STARLIGHT-1 clinical trial of EB103. Our recurring losses from operations, accumulated deficit, and need for additional financing to fund future operations, raise substantial doubt about our ability to continue as a going concern. Accordingly, our independent registered public accounting firm has included an explanatory paragraph in its report on our consolidated financial statements for the year ended December 31, 2025, expressing substantial doubt about our ability to continue as a going concern. To fund our operations, we recently completed a private placement between May and September 2025, receiving gross proceeds of approximately $2.4 million. Subsequent to the end of the fiscal year, on January 6, 2026, we consummated a registered direct offering and concurrent private placement resulting in gross proceeds of approximately $8.0 million. Despite these recent financing activities, management is of the opinion that we will not have sufficient funds to meet our working capital requirements and debt obligations as they become due starting from one year from the date of this report. If we are unable to obtain adequate financing or generate significant revenue, we may be required to curtail or cease our operations. **Material Cash Requirements and Capital Sources** Our primary use of cash is to fund operating expenses, primarily consisting of clinical trial activities and related research and development costs. Pursuant to the SOW) with Eureka for the STARLIGHT-1 clinical trial, we agreed to pay total non-refundable net fees of $33.0 million for the achievement of all projected milestones. As of December 31, 2025, we have cumulatively incurred approximately $16.4 million to Eureka for milestones achieved, and we hold an accrued liability to related parties of approximately $12.4 million for corresponding milestones. Our ability to fund our operations is dependent on our cash on hand, our ability to raise debt or additional equity financing, and ultimately our ability to generate sufficient revenue. We plan to raise additional capital in the future; however, there is no assurance that such financing will be available on acceptable terms, or at all. Furthermore, while we have tradeable warrants outstanding, it is unlikely that holders will exercise these warrants to provide additional liquidity in the near term, as the current market price of our Common Stock ($1.25 per share as of March 12, 2026) is significantly lower than the $11.50 per share exercise price. Additionally, our Common Stock Purchase Agreement with White Lion Capital LLC expired on December 30, 2025, and is no longer available as a source of liquidity. 90 **** **Cash Flows** ** *Operating Activities* Net cash used in operating activities was approximately $1.8 million for the year ended December 31, 2025, and was primarily attributable to (a) a net loss of approximately $13.1 million, offset by (i) approximately $9.6 million increase in accrued liability - related party as additional service charges were incurred from Eureka following the completion of seven patient dosings, (ii) approximately $0.6 million non-cash item of stock-based compensation under the 2023 Plan, and approximately $38,000 loss from change in fair value of derivative liabilities, (iii) approximately $0.4 million decrease in prepaid expenses and other receivable primarily due to the utilization of previously recorded prepaid expenses during the year ended December 31, 2025, (iv) approximately $0.6 million increase in accounts payable - related party primarily due to the receipt of billing from Eureka of $0.5 million related to the second site activation., and (v) approximately $37,000 increase in other payables and accrued liabilities primarily due to additional accrued expense. Net cash used in operating activities was approximately $3.1 million for the six-month transition period ended December 31, 2024, and was primarily attributable to (a) a net loss of approximately $4.4 million, (b) approximately $1.5 million prepaid expense to Eureka for patient treatment expenses, which will be applied to the final invoice, with any unused portion refunded once all fees are settled, and (c) approximately $0.4 million increase in prepaid expense as we prepaid various service providers which we expect to be amortized within the next 12 months, offset by (a) an approximately $0.1 million increase in other payables and accrued liabilities, due to additional professional fees accrued during the period, (b) approximately $2.8 million increase in accrued liability - related party as additional service charges were incurred from Eureka following the completion of two patient dosings, and (c) approximately $0.4 million non-cash item of stock-based compensation related to the stock options granted our employees, board of directors, and other consultants under the 2023 Plan in October 2024. ** *Financing Activities* Net cash provided by financing activities was approximately $2.3million for the year ended December 31, 2025, primarily from the proceeds of the private placement of $2.4 million, offset by approximately $117,000 of transaction cost and approximately $29,000 of cash used for stock repurchases under our stock repurchase program. Net cash used in financing activities was approximately $0.1 million for the six-month transition period ended December 31, 2024, and was primarily attributable to approximately $0.2 million payment in stock repurchase, offset by approximately $79,000 net proceeds received from issuance of common stock through stock purchase under the Common Stock Purchase Agreement. **** **Commitments and Contractual Obligations** In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20, Loss Contingencies, we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. **** **License Agreement** Pursuant to the License Agreement, we were obligated to make and may be required to make, as applicable, (i) a one-time, non-refundable, non-creditable payment of $1.0 million, payable in twelve equal monthly installments, (ii) certain one-time, non-refundable, non-creditable development milestone payments upon the occurrence of certain events related to development and sales, with potential aggregate multi-million dollar payments upon FDA approval, and (iii) royalty payments of a single digit percentage on net sales during any consecutive 12-month period. As of December 31, 2025, we have fully paid the $1.0 million license fee to Eureka. 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) have been earned by Eureka under the Agreement. The $50,000 milestone payment related to Milestone 1 was paid on October 10, 2023. The $50,000 milestone payment related to Milestone 2 was paid on September 3, 2024. No other development milestones, except those mentioned above, sales milestone, or royalty payment has been earned as we do not have any product candidates approved for sale and have not generated any revenue from product sales. 91 **Services Agreement** Pursuant to the Services Agreement, we agreed to (i) pay Eureka $10.0 million in connection with the services thereunder payable in 12 equal monthly installments and (ii) reimburse Eureka on a monthly basis for reasonable pass-through costs incurred or paid to providers by Eureka in providing the services. In addition, we will be charged for other services performed by Eureka outside the scope of the services set forth in the Services Agreement, at a flat rate, by time or materials or as mutually agreed upon the parties in writing. As of December 31, 2025, we had remitted to Eureka a total of $10.0 million pursuant to the Services Agreement. **** **Statement of Work** Pursuant to the SOW, Estrella agreed to pay Eureka total fees of $33.0 million in connection with the Phase I/II clinical trial of Estrellas product candidate, EB103, a T-cell therapy targeting CD19 using ARTEMIS T cell technology licensed by Estrella from Eureka. As of December 31, 2025, we had 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. Nine patient dosings and a second site activation milestones have been completed as of December 31, 2025, and the Company has accrued approximately $12.4 million in accrued liability - related party and recorded $0.5 million in accounts payable related party,for the corresponding milestones as of December 31, 2025. **** **Off-Balance Sheet Arrangements** As of December 31, 2025 and 2024, we did not have any off-balance sheet arrangements (as defined in Item303 of RegulationS-K) that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, cash requirements or capital resources. **** **Critical Accounting Policies and Estimates** Our consolidated financial statements accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting estimates that are significant to the preparation of our consolidated financial statements. These estimates are important for an understanding of our financial condition and results of operations. Certain accounting estimates are particularly sensitive because of their significance to consolidated financial statements and because of the possibility that future events affecting the estimate may differ significantly from managements current judgments. We believe no critical accounting estimate was identified other than the below-listed significant estimate and accounting policies. ** 92 ** *Derivative Liabilities* We evaluate all of our financial instruments, including the True-Up Shares in connection with the Securities Purchase Agreement, 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. As of December 31, 2025, the fair value of the derivative liability related to the True-Up Shares was valued at $356,505 using a Monte Carlo Simulation model. Key inputs included a volatility of107% to115%, a risk-free rate of3.5% to3.6%, and a spot price of $1.56per 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. ** *Stock-Based Compensation* We recognize 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 Estrella Common Stock, expected life of stock options, the expected volatility, and the expected risk-free interest rate, among others. These assumptions reflect our best estimates, but they involve inherent uncertainties based on market conditions generally outside of our control. 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 we use different assumptions on future grants, stock-based compensation expense could be materially affected in future periods. We account for the fair value of equity instruments issued to non-employees using either the fair value of the services received or the fair value of the equity instrument, whichever is considered more reliable. We utilize the Black-Scholes-Merton option-pricing model to measure the fair value of options issued to non-employees. We record compensation expense for the awards with graded vesting using the straight-line method. We recognize compensation expense over the requisite service period applicable to each individual award, which generally equals the vesting term. Forfeitures are recognized when realized. ** *Emerging Growth Company and Smaller Reporting Company Status* As an emerging growth company, we have elected to use the extended transition period for complying with new or revised accounting standards as permitted by the JOBS Act, which allows us to delay the adoption of these standards until they apply to private companies. For further details on our emerging growth company status and related exemptions, see Note 2 to our consolidated financial statements. **Item 7A. Quantitative and Qualitative Disclosures About Market Risk.** **** Not required for smaller reporting companies. 93 **Item 8. Financial Statements and Supplementary Data.** **** The consolidated financial statements required to be filed pursuant to this Item 8 are appended to this Annual Report. An index of those consolidated financial statements is found in Item 15 of Part IV of this Annual Report. **Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.** **** None. **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 SECs 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. **Managements 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 OConnell 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 Companys 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 Companys 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 Registrants Securities | | | 4.6 | | Form of Pre-Funded Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 to the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 & OConnell 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 Companys 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 OConnell 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 Companys ability to continue as a going concern. Managements 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 Companys management. Our responsibility is to express an opinion on the Companys 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 Companys 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 Companys auditor since 2024. /s/ Macias Gini & OConnell LLP Irvine, California March 17, 2026 F-2 **ESTRELLA IMMUNOPHARMA, INC.** **CONSOLIDATED BALANCE SHEETS** | | | As of December31, 2025 | | | As of December31, 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** | | | Forthe YearEnded December31, 2025 | | | Forthe SixMonths Ended December31, 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** | | | Forthe Year Ended December31, 2025 | | | Forthe SixMonths Ended December31, 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 **Note1 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 onMarch30, 2022by Eureka Therapeutics, Inc. (Eureka), which was incorporated in California in February2006 and reincorporated in Delaware in March2018 and is the predecessor of Estrella. On June28, 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 for105,000,000shares of Estrellas SeriesAA 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 Eurekas ARTEMISplatform. Under the Services Agreement, Eureka has agreed to perform certain services for the Company in connection with the development of the Companys product candidates, EB103 and EB104. EB103, which is a T-cell therapy also called CD19-Redirected ARTEMIST-Cell Therapy, utilizes Eurekas ARTEMIStechnology to target CD19. The Company is also developing EB104, a T-cell therapy also called CD19/22 Dual-Targeting ARTEMIST-Cell Therapy. Like EB103, EB104 utilizes Eurekas ARTEMIStechnology 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 Imugenes product candidate (CF33-CD19t) in conjunction with EB103. On March2, 2023, the FDA cleared Estrellas IND application for EB103, allowing Estrella to proceed with the PhaseI/II STARLIGHT-1 Clinical Trial STARLIGHT-1. On March4, 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 Note5). On May13, 2024, the Company and Eureka entered into Amendment No. 1 to the Statement of Work, effective as of March4, 2024 (see Note5). As of December 31, 2025, the Company is continuing to enroll patients into the STARLIGHT-1 clinical trial in the U.S. On September29, 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 September30, 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). Estrellas fiscal year end was June30, and the Companys fiscal year end changed from December31 to June30 effective as of the Closing Date. F-7 On June26, 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 Section253 of the Delaware General Corporation Law. The Merger 1 was approved by resolutions duly adopted by the unanimous written consent of the Companys board of directors. The Merger 1 became effective at 11:59PM Eastern Time on June30, 2024, at which time the separate existence of Estrella BioPharma Inc ceased, and the Company became the surviving corporation. In November2024, the Company established Estrella Immunopharma (HongKong) Co. Ltd (Estrella HK) as a wholly-owned subsidiary in HongKong. This subsidiary was created to facilitate strategic collaborations and provide a local presence to support the Companys operations and initiatives in Asia. As of December 31, 2025, Estrella HK had not commenced any operations. *Going Concern* In assessing the Companys 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 Companys liquidity needs are to meet working capital requirements and operating expense obligations. The Companys 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 $37.0million as of December 31, 2025; and (3) net operating cash outflow of approximately $1.8million 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 Companys 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 Companys 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 May2025 to September2025, the Company entered into securities purchase agreements with certain investors. As of December 31, 2025, the Company had issued1,600,000shares of its common stock to these investors and received gross proceeds of approximately $2.4million. 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 Companys management is of the opinion that it will not have sufficient funds to meet the Companys 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 **Note2 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 Section2(a)of the Securities Actof1933, as amended, (the Securities Act), as modified by the Jumpstart The Companys Business Startups Actof2012, (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 Section404 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, Section102(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 Companys 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 July19, 2021. Accordingly, the Company will remain an emerging growth company until the lastday of the fiscal year in which the fifth anniversary of its initial public offering occurs, December31, 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 UnitedStates Federal Deposit Insurance Corporation (FDIC) but only up to specified limits. The Companys cash is maintained in a checking account. Cash equivalents consist of funds held at the third-party brokers account for stock repurchase purpose, and the funds are unrestricted and immediately available for withdrawal and use. The balance held at the third-party brokers account is insured by the UnitedStates 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 weightedaverage number of Common Stock outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weightedaverage 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 December31, 2025 | | | As of December31, 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 Companys 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 warrants specific terms and applicable authoritative guidance in Financial Accounting Standards Board (FASB) ASC480, Distinguishing Liabilities from Equity (ASC480) and ASC815, Derivatives and Hedging (ASC815). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC480, meet the definition of a liability pursuant to ASC480, and whether the warrants meet all of the requirements for equity classification under ASC815, including whether the warrants are indexed to the Companys own ordinary shares and whether the warrant holders could potentially require net cash settlement in a circumstance outside of the Companys 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 UPTDs public warrants that remained outstanding were replaced by the Companys 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 UnitedStates. 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 $250,000per 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 $1.4million and $0.9million, respectively, with a financial institution in the UnitedStates. Of these balances, approximately $1.1million and $0.6million, 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 $500,000per brokerage account, which includes $250,000for cash balances. As of December 31, 2025 and 2024, the Company maintained approximately $500and $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, Israels 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 Companys 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 Companys future success depends on the Company and Eurekas 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 Companys 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 Companys important research and development activities. The Statement of Work (see Note5) 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 Companys business effectively, which could result in a material adverse effect. **** F-11 **** **Fair Value of Financial Instruments** The fair value of the Companys assets and liabilities, which qualify as financial instruments under ASC Topic820, 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: | | Level1 | Quoted prices (unadjusted) in active markets for identical assets and liabilities. | | | | | | | | | Level2 | 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. | | | | | | | | | Level3 | 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 May2025 to September2025 (refer to Note7), to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC480 and FASB ASC815,*Derivatives and Hedging*(ASC815). 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 ASC815; 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 werenounrecognized 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 Companys management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelvemonths. On July4, 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 Actof2017 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 Note5 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 July1, 2022, the Company adopted ASU2016-02, Leases (Topic842), 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 twelvemonths 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 Topic842, 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 Companys 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 ASC842-10-25 through25-12, 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 Companys 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 withinoneoperating 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 Actof2012, 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 SECs 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 SECs existing disclosures with those entities that were not previously subject to the SECs requirements. Also, the amendments align the requirements in the Codification with the SECs 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 SECs removal. The Company is currently evaluating the impact of the update on the Companys 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 Companys consolidated financial statements. **** **Note3 Other payables and accrued liabilities** | | | As of December31, 2025 | | | As of December31, 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 **Note4Commitments and contingencies** **** **Manufacturing Commitment** On June28, 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 Companys territory under the License Agreement (the Licensed Territory). Estrellas 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 Note5. **Registration Rights** In connection with the Securities Purchase Agreements entered into with the Selling Stockholders on or about May30, 2025 and June1, 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 Note7). 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 Companys 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 **** **Note5 Related Party Transactions** License Agreement On June28, 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 UnitedStates 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 Estrellas 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 Estrellas 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 Estrellas and its related parties commercial quantities requirements of Drug Product for Estrellas 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 JSCs responsibility. The License Agreement requires Estrella to make certain payments, including (a)an upfront payment of $1.0million, 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 October10, 2023. Milestone payment of $50,000related to Milestone 2was paid on September3, 2024, and was recorded as research and development expense in the Companys consolidated statements of operations. Services Agreement On June28, 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 Estrellas 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)$10.0million in connection with the Services payable in 12 equal monthly installments with the first payment to be made no later than fivedays 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 June2022 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 $9.3million 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 March4, 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 PhaseI/II clinical trial of Estrellas product candidate, EB103, a T-cell therapy targeting CD19 using ARTEMIST cell technology licensed by Estrella from Eureka. The trial is designed to assess the safety, tolerability, recommended PhaseII 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 June28, 2022, between Estrella and Eureka (as amended by Amendment No. 1, effective as of October1, 2022, and Amendment No. 2, effective as of March1, 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 $33.0million 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 millionwill 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 Estrellas request.Estrella is required to settle invoices within 30days, with Eureka reserving the right to impose monthly interest charges of1.5% for undisputed amounts unpaid after 30days. 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 Eurekas income. The first invoice payable to Eureka issuable upon execution of the SOW is for $3.5million, 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 $1.5million 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 $1.4million per patient and a total cost of $27.5million for 20 patients, excluding any pass-through costs and additional expenses. Lastly, a $2.0million 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 $3.5million to Eureka for covering the fees associated with milestones achieved, and deposited $1.5million 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 $12.4million 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 May13, 2024, the Company and Eureka entered into Amendment No. 1 to the SOW, effective as of March4, 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 November1, 2024, the Company entered into a consulting agreement (the Consulting Agreement) with CoFame Investment Holding LLC (CoFame), a related party, as CoFames 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 $18,333under 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 $219,995and $91,667related 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. **** | Nameof relatedparty | | Relationship | | Nature | | For the Year Ended December 31, 2025 | | | Forthe SixMonths Ended December31, 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 | | | SeriesAA Preferred Stock On June28, 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 for105,000,000shares of Estrellas SeriesAA 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 owned66.6% and69.8% of the Company on a fully diluted basis, respectively. Lease On October1, 2023, Estrella entered into an office sublease agreement with Eureka, to lease180square feet of office space with $2,000monthly lease payments for ninemonths until June30, 2024, without any renewal option (Lease 1). On July1, 2024, the Company entered into a new office sublease agreement with Eureka. Pursuant to the Sublease Agreement, the sublease commenced on July1, 2024 and expired onDecember31, 2024with $2,000sublease fee per month (Lease 2). On January1, 2025, the Company entered into another sublease agreement with Eureka for the same location. Under the new sublease agreement, the sublease commenced on January1, 2025, and expired onJune30, 2025, with a monthly sublease fee of $2,000, without any renewal option (Lease 3). On July1, 2025, the Company entered into a new office sublease agreement with Eureka. Pursuant to the Sublease Agreement, the sublease commenced on July1, 2025 and expires onDecember31, 2025with $2,000sublease 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 twelvemonths. As a result of the lease amendment, Estrella then reduced the corresponding ROU and lease liability to $0and 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 $24,000and $12,000 rent expense, respectively from Eureka. Refer to Note10. As of December 31, 2025 and 2024, the outstanding balance of lease payments of $6,000 and $4,000was recorded as accounts payable-related party, respectively, on the Companys consolidated balance sheets. **Note6 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 Companys 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. **Note7 Stockholders (Deficit) Equity** The Companys 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 September14, 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 issued500,000shares of Common Stock to each of Plentiful Limited and Lianhe World, respectively, for aggregate proceeds of $10,000,000. Within thirtydays following the date of the Closing, each PIPE Investor will also be entitled to receive704,819shares of Common Stock. Within fivedays following the date that is 24months following the Closing (the 24-Month Date), if the VWAP of Common Stock for thefifteentradingdaysprior 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 by10.00. In accordance with the terms of the Subscription Agreements, the maximum number of shares to be issued at the 24-Month Date totals to709,770. On January22, 2024, the Company completed the issuance of an additional704,819shares 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 thirtydays 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 Companys 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 Companys Common Stock for aggregate consideration of $79,491. The agreement expired on December 30, 2025, and was not renewed. From May2025 to September2025, 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 Companys stock on the 12-month anniversary of the agreement is below $1.50per 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 ASC815. 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 May2025 to September2025, the maximum number of True-Up Shares totals to735,857. 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 $356,505using a Monte Carlo Simulation model. Key inputs included a volatility of107% to115%, a risk-free rate of3.5% to3.6%, and a spot price of $1.56per 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 $0.99to $1.08True-Up Price and the Contractual Floor Price of $0.20per 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 purchaseonewhole share of the Companys Common Stock at a price of $11.50per 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 Unitsand 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 Companys initial Business Combination, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than30businessdays, after the closing of the initial Business Combination, it will use its reasonable commercially reasonable efforts to file, and within60businessdays 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 Companys 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 Section18(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 Section3(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 $0.01per Warrant; | | | | upon not less than 30days 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 $16.50per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any20tradingdays within a30-tradingday period ending on third businessday before the Company send the notice of redemption to the warrant holders. | | F-21 The Company accounted for the2,214,993Public Warrants assumed from the merger as equity instruments in accordance with ASC480, Distinguishing Liabilities from Equity and ASC815-40, Derivatives and Hedging: Contracts in Entitys Own Equity. As of December 31, 2025 and 2024, none of the Public Warrants had been exercised. **** **Stock Repurchase Program** On January30, 2024, the Company issued a press release announcing that its board of directors has authorized share repurchases of up to $1.0million 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 $0.4million 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 July31, 2023, UPTDs shareholders approved the adoption of the Companys 2023 Omnibus Incentive Plan (the 2023 Plan), which became effective on the Closing Date. Upon the closing of the Business Combination,3,520,123shares of Common Stock became authorized for issuance under the 2023 Plan. On January 1, 2024, under the plans 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 October30, 2024, the Company granted options under the 2023 Plan to purchase3,600,000shares of its Common Stock to its employees, board of directors, and other consultants. For the year ended December 31, 2025,noadditional stock options were granted or exercised. The stock-based compensation expense was recorded in the Companys 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 $618,974and$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 December31, 2025 | | | For the Six Months ended December31, 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 $1,298,788and $1,917,762unvested compensation costs, which is expected to be recognized over the weighted average remaining2.29and3.27years 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 | | October30, 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 Companys expected volatility was calculated from a blended volatility estimate from the implied volatility of a portfolio of comparable companies and the Companys trading history since October 2, 2023. Due to a limited history of relevant stock option exercise activity, the expected life of the Companys 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 December31, | | | For the six months ended December31, | | | | | | 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 | | | December31, 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 Companys net deferred tax assets were as follows as of December 31, 2025 and 2024: | | | As of December31, 2025 | | | As of December31, 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 December31, | | | | | | 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 approximately $28.3million and $9.4million, respectively. As of December 31, 2025 and 2024, the Company had gross state income tax net operating loss (NOL) carry forwards of approximately $6.5million and $6.5million, 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 to80% 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 a100% valuation allowance on its deferred tax assets as of December 31, 2025 and 2024. The valuation allowance increased from $5.4million to approximately $8.1million 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 Eurekas license, service agreement and SOW would be amortized over5years 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 IRC174 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 Companys 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 Companys 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 Companys 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. **Note10 Leases** On October1, 2023 Estrella entered into an office lease contract with Eureka, a related party (Lease 1) for ninemonths without any renewal option. On July1, 2024, the Company entered into an office sublease agreement with Eureka (Lease 2) for sixmonths without any renewal option. On January1, 2025, the Company entered into an office sublease agreement with Eureka (Lease 3) for sixmonths without any renewal option. On July1, 2025, the Company entered into an office sublease agreement with Eureka (Lease 4) for sixmonths without any renewal option. The Companys office lease was classified as an operating lease. The Companys 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 ASC842-20-25-2 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 December31, 2024 was $24,000 and $12,000, respectively. F-25 **Note 11 Segment Information** The Company conducts its business as asingleoperating and reportable segment based on its organizational and management structure and the manner in which theChief Operating Decision Maker(CODM) reviews financial information to allocate resources and access performance, consistent with the Companys segment reporting policy described in Note 2.The accounting policies of the Companys single operating segment are the same as those described in Note2. 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 Companyssingleoperating segment for the periods presented. | | | For the year ended December31, 2025 | | | For the six months ended December31, 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 December31, 2025 and the comparative period ended December31, 2024 (the Comparative Period). The Comparative Period information is derived from the Companys unaudited, consolidated and combined financial statements. *Consolidated Statements of Operations* **** **** | | | For the Twelve Months Ended | | | For the Twelve Months Ended | | | | | | December31, | | | December31, | | | | | | 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:* | | | Forthe Twelve Months Ended December31, 2025 | | | Forthe Twelve Months Ended December31, 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 **Note13 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