Estrella Immunopharma, Inc. SEC Filings

Estrella Immunopharma, Inc. is holding a virtual Combined 2025/2026 Annual Meeting of Stockholders on June 29, 2026 at 10:00 a.m. Eastern Time, asking stockholders to ratify the appointment of Macias Gini & O’Connell LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

The record date is May 20, 2026, when 43,034,228 shares of common stock were outstanding and entitled to vote. The proxy statement explains online participation and advance question procedures and shows that Eureka Therapeutics, Inc. beneficially owns 58.7% of the common stock, with Armistice Capital, LLC at 9.9%.

Estrella Immunopharma, Inc. reported a net loss of about $2.3 million for the quarter ended March 31, 2026, slightly higher than the prior-year period, driven by ongoing clinical and corporate costs. Research and development expenses were roughly $1.4 million, mainly payments to Eureka for the STARLIGHT-1 trial, while general and administrative expenses were about $0.9 million, including a loss on the True-Up derivative.

The company ended the quarter with cash and cash equivalents of roughly $1.9 million and a working capital deficit near $6.8 million, after using about $6.7 million in operating cash, largely to reduce related-party accruals. Management states there is substantial doubt about Estrella’s ability to continue as a going concern without additional financing, despite raising approximately $8.0 million gross in a January 2026 registered direct offering and private placement. Estrella continues advancing its EB103 T-cell therapy, having dosed ten patients in the Phase I/II STARLIGHT-1 trial by quarter-end.

Estrella Immunopharma reported a Schedule 13G filing showing Armistice Capital, LLC and Steven Boyd as reporting persons. The filing states 4,280,375 shares are beneficially owned, representing 9.99% of the common stock (CUSIP 297584104) as disclosed with an ownership date tied to 03/31/2026. The filing explains Armistice Capital acts as investment manager to Armistice Capital Master Fund Ltd., which is the direct holder, and that voting and dispositive power are shared through an Investment Management Agreement. The filing is signed by Steven Boyd on 05/15/2026.

Estrella Immunopharma, Inc. filed an amended annual report to add detailed disclosures on board composition, executive compensation, ownership and auditor matters for the period ended December 31, 2025. The filing confirms a seven‑member board, three key committees, and independence status for several directors.

The amendment shows the CEO and CFO each earned salary of $250,962 in 2025, with prior equity awards under the 2023 Omnibus Incentive Plan. As of March 12, 2026, 42,665,228 common shares were outstanding and Eureka Therapeutics, Inc. beneficially owned about 59.3% of the stock, making Estrella a controlled company under Nasdaq rules.

Estrella Immunopharma’s Chief Financial Officer, Jiandong Xu, reported a series of open-market purchases of the company’s common stock. On October 7, 2025, he bought 1,000 shares at $1.33 per share, bringing his direct holdings to 265,488 shares.

Earlier, on September 11, 2025, Xu purchased 100 shares at $1.04 per share. On September 22, 2025, 1,000 shares were purchased at $1.16 per share and are held by his spouse, totaling 16,700 shares in that account. The filing states Xu disclaims beneficial ownership of the spouse-held shares for Section 16 and other purposes.

Estrella Immunopharma, Inc. files its annual report describing progress as a clinical-stage biopharmaceutical company developing ARTEMIS T‑cell therapies for cancers and autoimmune diseases. Its lead CD19‑directed candidate, EB103, completed the Phase I dose‑escalation portion of the STARLIGHT‑1 trial in relapsed/refractory B‑cell non‑Hodgkin lymphomas.

In Phase I (n=9), no treatment‑related serious adverse events were reported and all cytokine release syndrome events were Grade 1–2. The high‑dose cohort achieved a 100% complete response rate at Month 1 in all 5 evaluable patients, with responses remaining in remission as of January 28, 2026. An independent safety board recommended advancing to Phase II, and dosing has begun.

Estrella is also advancing dual‑target CD19/CD22 candidate EB104, preclinical autoimmune program EB201 for lupus, and a “mark and kill” solid‑tumor collaboration using CF33‑CD19t with Imugene. As of March 12, 2026, market value of non‑affiliate equity was $20,496,203 with 42,665,228 common shares outstanding.

Estrella Immunopharma, Inc. has registered up to 9,236,141 shares of common stock for resale by existing selling stockholders. These resale shares, including warrant shares and true-up and reset shares from prior financings, equal about 22.0% of outstanding common stock as of January 11, 2026, and Estrella will receive no proceeds from their sale.

The company is a clinical-stage T‑cell therapy developer, led by CD19‑directed candidate EB103, which has early Phase I data in B‑cell lymphomas but remains in development. Estrella reported net losses of $12.5 million for the nine months ended September 30, 2025 and had an accumulated deficit of about $36.4 million, with only $1.6 million in cash and cash equivalents as of that date, leading to substantial doubt about its ability to continue as a going concern.

Control is concentrated: Eureka Therapeutics, Inc. holds roughly 60.1% of outstanding common stock and voting power, making Estrella a Nasdaq “controlled company.” The prospectus highlights high risk from significant ongoing losses, the need for substantial additional funding, dependence on Eureka for manufacturing and key intellectual property, and the potential for resale-related stock overhang that could pressure the share price.