Eureka-led Estrella (NASDAQ: ESLA) details 59.3% control and board pay
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.
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Key Figures
Key Terms
emerging growth company regulatory
controlled company regulatory
2023 Omnibus Incentive Plan financial
audit committee financial expert regulatory
Clawback Policy regulatory
related party transactions financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
For the Fiscal Year Ended
OR
For the Transition Period from to
Commission File No.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
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| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including
area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The | ||||
| The |
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 ☐
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “accelerated filer”, “large accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | 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 management’s 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 registrant’s 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 Registrant’s common
stock on the Nasdaq Stock Market LLC on March 12, 2026, was $
The number of Registrant’s shares of common
stock outstanding as of March 12, 2026 was
| Auditor Name: | Auditor Location: | Auditor Firm ID: | ||
EXPLANATORY NOTE
Estrella Immunopharma, Inc. (“Estrella,” the “Company,” “we,” “our” or “us”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“Fiscal 2025”), as filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2026 (the “Original Form 10-K”).
The purpose of this Amendment is solely to disclose the information required in Part III (Items 10, 11, 12, 13 and 14) of Form 10-K, which information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K. Accordingly, we hereby amend and restate in its entirety Part III of the Original Form 10-K.
In addition, pursuant to the rules of the SEC, Item 15 of Part IV has been amended and restated in its entirety to include the currently dated certifications of the Company’s principal executive officer and principal financial officer required under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. In addition, this Amendment does not include the certificate under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.
Except as described above or as otherwise expressly provided by the terms of this Amendment, no other changes have been made to the Original Form 10-K. Except as otherwise indicated herein, this Amendment continues to speak as of the date of the Original Form 10-K, and we have not updated the disclosure contained therein to reflect any events that occurred subsequent to the filing date of the Original Form 10-K. This Amendment should be read in conjunction with the Original Form 10-K and with our filings with the SEC subsequent to the filing date of the Original Form 10-K.
Table of Contents
| Page | ||||
| PART III | 1 | |||
| Item 10. | Directors, Executive Officers and Corporate Governance | 1 | ||
| Item 11. | Executive Compensation | 10 | ||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 14 | ||
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 16 | ||
| Item 14. | Principal Accountant Fees and Services | 17 | ||
| PART IV | 18 | |||
| Item 15. | Exhibits and Financial Statement Schedules | 18 |
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Management and Board of Directors
Our Board of Directors (“Board”) is comprised of seven directors. In addition to the information set forth below regarding our directors and the skills that led our Board to conclude that these individuals should serve as directors, we also believe that all of our directors have a reputation for integrity, honesty and adherence to the highest ethical standards. We believe they each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our Company and to their Board duties.
The following persons currently serve as Estrella’s executive officers and directors. For biographical information concerning the executive officers and directors, see below.
| Name | Age | Position(s) Held | ||
| Executive Officers | ||||
| Dr. Cheng Liu | 59 | Chief Executive Officer, President and Director | ||
| Peter Xu | 55 | Chief Financial Officer | ||
| Non-Employee Directors | ||||
| Hong Zhang | 55 | Director and Chairperson of the Board | ||
| Dr. Marsha Roberts | 56 | Director | ||
| Fan Wu | 52 | Director | ||
| Janelle Wu | 52 | Director | ||
| Pei Xu | 43 | Director | ||
| Dengyao Jia | 57 | Director |
Executive Officers
Cheng Liu, PhD, Chief Executive Officer and President
Dr. Liu serves as Estrella’s CEO and President. He is the Founder, President, and CEO of Eureka. Prior to founding Eureka, Dr. Liu was a Principal Scientist in antibody drug discovery at Chiron (now Novartis).
With over 20 years of experience in the field, he holds more than 500 patents and published patent applications of which over 100 patents have issued worldwide and has authored numerous peer-reviewed papers on cancer immunotherapy. He is the inventor of multiple first-in-class, clinical-stage cancer drugs against various tumor targets, including drugs targeting CSF1 for the treatment of bone metastasis, BCMA for multiple myeloma, and AFP and GPC3 for liver cancer. In 2007, he was awarded Special U.S. Congressional Recognition for his contributions to improving human health.
He is the editor of the book “Biosimilars of Monoclonal Antibodies: A Practical Guide to Manufacturing, Preclinical, and Clinical Development.” Dr. Liu received his B.S. in Cell Biology and Genetics from Peking University and a Ph.D. in Molecular Cell Biology from the University of California, Berkeley.
Dr. Liu is qualified to serve on Estrella Board because of his experience in the biopharmaceutical industry and his scientific background.
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Peter Xu, Chief Financial Officer
Mr. Xu serves as Estrella’s Chief Financial Officer of Estrella. Mr. Xu has 15 years of investment and management experience in capital markets, energy markets, and the food & beverage industry.
Mr. Xu is the founder and CEO of TLC Gourmet Food International LLC, a role he has held since 2021. He is also the co-founder and CEO of Lake Crystal Energy LLC, which was formed in 2020. In 2017, Mr. Xu founded LI North Shore Invest LLC, where he invests and manages a portfolio of small businesses. Prior to 2017, he held various investment and management positions at Millennium Partners, Barclays Capital, and Lehman Brothers. Mr. Xu earned a MS degree in Computer Science from Northeastern University in Boston.
Board of Directors
Together with Dr. Liu, the following individuals comprise Estrella’s board of directors:
Hong Zhang, Director and Chairperson of the Board
Ms. Zhang was appointed as a director and chairperson by the Board. She is a highly accomplished executive with over 25 years of experience in financial and corporate strategy. Most recently, she served as Vice President at Incinta Medical Group Ltd., where she played a key role in establishing the company’s strong financial position and growth. Before that, Ms. Zhang simultaneously served as the Chairperson at Beijing Ocean Co-stone Capital Investment Management Company, and as Managing Director at Shenzhen Co-stone Venture Investment Management Company and oversaw fund management, risk control and investment. Earlier in her career, she held the position of Vice President at UOB Investment (China) Ltd., a private equity company. Ms. Zhang began her career in the legal division of Shandong High-Tech Investment Corporation Co. Ltd., a venture capital firm, working as a management counsel.
Ms. Zhang is qualified to serve on Estrella Board because of her extensive leadership, management and investment experiences.
Dr. Marsha Roberts, Director
Dr. Marsha Roberts is Chief of Staff/Associate Physician-In-Chief of Hospital Operations at Kaiser Walnut Creek Medical Center. She also serves as Vice President of the Board of Directors for the CAL Alumni Association (CAA) at the University of California, Berkeley. Dr. Roberts previously served on the Board of Directors for The Permanente Medical Group (TPMG) from 2021 to 2024. She also served as Chief of Radiology for the Diablo Service Area at Kaiser Permanente for 9 years. Dr. Roberts has over 20 years’ experience practicing medicine as a Board-certified Radiologist. Prior to working at Kaiser Permanente, Dr. Roberts was a partner at Bay Imaging Consultants, where she practiced Interventional and Diagnostic Radiology primarily at John Muir Medical Centers. Dr. Roberts earned her B.A. in Molecular Biology from the University of California, Berkeley. She went on to earn her medical degree from Yale University School of Medicine. Dr. Roberts completed her residency training in Diagnostic Radiology at the University of California, San Diego, where she was Chief Resident. She also completed a Fellowship in Interventional Radiology at the University of California, San Diego.
Dr. Roberts is qualified to serve on Estrella Board because of her extensive board leadership, management and medical experience.
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Fan Wu, Director
Mr. Wu became a member of Estrella Board upon the Closing. Since 2021, Mr. Wu has served as the Chief Technology Officer of Column6, an advertising technology platform with a comprehensive set of inventory and monetization tools for connected television advertising. Prior to joining Column6, Mr. Wu served as the director of engineering at Acxiom from 2015 to 2021, where he most recently oversaw Real Identity, Acxiom’s flagship first party identity solution and winner of the 2020 MarTech Breakthrough Award. Mr. Wu holds a BS in Biochemistry from Nankai University and an MS in Computer Science from Northeastern University.
Mr. Wu is qualified to serve on Estrella Board because of his experiences in executive management, and technology.
Janelle Wu, Director
Ms. Wu became a member of Estrella Board upon the Closing. Since July 2022, Ms. Wu has served as the Chief Metaverse Officer of MetaWorld Entertainment, a “web3” company that provides content and user experience solutions. From 2017 to 2018, Ms. Wu was an advisor for U Space, a computer vision and machine learning startup. Ms. Wu served as the CEO and Co-Founder of FeiQuanQiu.com, an online international air-ticketing provider from 2014 to 2017, as CEO and Founder of Xlands.com, a virtual life social gaming platform from 2007 to 2012, and as Senior Vice President and Technical Director of Netease (NASDAQ: NTES) from 2000 to 2007. Ms. Wu received her degree in Computer Science & Applied Mathematics from The State University of New York at Albany.
Ms. Wu is qualified to serve on Estrella Board because of her early-stage company experience and technological background.
Pei Xu, Director
Ms. Xu became a member of Estrella Board upon the Closing. Ms. Xu is the CFO of Zhongchao Inc. (Nasdaq: ZCMD), a provider of healthcare information, education, and training services to healthcare professionals and the public in China. Ms. Xu has also served as the CFO of Zhongchao Medical Technology (Shanghai) Co., Ltd. (“Zhongchao Shanghai”), Zhongchao Inc.’s Chinese affiliate, since January 2016. From September 2013 to January 2016, Ms. Xu served as the financial director of Zhongchao Shanghai. From September 2008 to August 2013, Ms. Xu worked for Otsuka (China) Investment Co., Ltd. as a financial director. Ms. Xu holds a bachelor degree in finance from Jiangxi University of Finance and Economics.
Ms. Xu is qualified to serve on Estrella Board because of her experience in financial management.
Dengyao Jia, Director
Mr. Jia serves as a Director of Lianhe Sowell International Group Ltd. (Nasdaq: LHSW), a publicly traded company specializing in AI-powered machine vision technologies. He brings extensive leadership experience in corporate governance and strategic development in both public and private sectors. Mr. Jia is also the Founder and Chairman of Hainan Lianhe Enterprise Management Co., Ltd since March 2015. Mr. Jia currently also serves as chairman of the board of Hainan Dingshang Enterprise Management Co., Ltd, a PRC-based company focused on providing management and consulting services to early-stage enterprises, Shandong Guotou Entrepreneur Incubator Co., Ltd., a PRC-based company focused on business management and restructure consulting, Lianhe Digital Technology (Haikou) Co., Ltd., digital data service provider, and Hainan Lianhe Digital Technology Harbor Development Co., Ltd., a data service developer. Mr. Jia holds an EMBA degree from Cheung Kong Graduate School of Business, and an EMBA from Tianjin University.
Mr. Jia is qualified to serve on the Estrella Board because of his extensive board leadership and executive management experience.
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Scientific Advisory Board
Together with Dr. Liu, the following individuals comprise our scientific advisory board:
Stephan Grupp, MD, PhD
Dr. Grupp is the Director of Cancer Immunotherapy Program and Medical Director of the Cell and Gene Therapy Laboratory at Children’s Hospital of Philadelphia (CHOP), and the Yetta Dietch Novotny Endowed Chair of Pediatric Oncology at CHOP and the Novotny Professor of Pediatrics the University of Pennsylvania. He is also the Section Chief of the Cellular Therapy and Transplant Section at CHOP.
Dr. Grupp completed pediatric residency at the Boston Children’s Hospital, followed by a fellowship in Pediatric Hematology/Oncology at the Dana Farber Cancer Institute and postdoctoral work in immunology at Harvard University. Dr. Grubb then served on the faculty at Harvard University until 1996, when he left to work at CHOP. His primary area of clinical research is the use of engineered cell therapies in high risk pediatric cancers. His primary area of clinical research is the use of CAR T and other engineered cell therapies in pediatric cancers and other life-threatening disorders such as sickle cell disease.
Dr. Grupp is a reviewer for several journals and the author of over 200 peer- reviewed journal articles, as well as numerous abstracts and book chapters. Dr. Grupp received his M.D. and Ph.D. in Immunology from the University of Cincinnati College of Medicine. He was elected to the National Academy of Medicine in 2019.
W. Michael Kavanaugh, MD
Dr. Kavanaugh is the former Chief Scientific Officer and Head of Research and Non-Clinical Development of CytomX Therapeutics. He is a licensed physician, board-certified in internal medicine and cardiovascular disease and serves as Associate Clinical Professor of Medicine at the University of California, San Francisco and on the scientific advisory boards of several companies, including CytomX Therapeutics, Mantra Bio, Eureka, and Nitrase Therapeutics.
Prior to CytomX, Dr. Kavanaugh was Senior Vice President and Chief Scientific Officer of Five Prime Therapeutics. Before Five Prime, Dr. Kavanaugh served as the Vice President of Novartis Vaccines & Diagnostics, Inc. and Executive Director of Oncology Biologics in the Novartis Institutes of Biomedical Research. He joined Novartis as part of the company’s acquisition of the Chiron Corporation in 2006, where he held positions as Vice President and Head of Antibody and Protein Therapeutics Research.
Dr. Kavanaugh received his MD from Vanderbilt University and his bachelor’s degree in molecular biochemistry and biophysics from Yale University. He completed training in internal medicine, cardiovascular disease and molecular and cellular biology at the University of California, San Francisco and the Cardiovascular Research Institute in San Francisco.
David Scheinberg, MD, PhD
Dr. Scheinberg is currently Vincent Astor Chair and Chair of the Molecular Pharmacology and Chemistry Program at Sloan-Kettering Institute and Chair of the Experimental Therapeutics Center at Memorial Sloan Kettering Cancer Center.
He is also Professor of Medicine and Pharmacology and Co-chair of the Pharmacology graduate program at the Weill-Cornell University Medical College and Professor in the Gerstner-Sloan Kettering Graduate School. As a physician-scientist, Dr. Scheinberg specializes in the care of patients with leukemia. He investigates new therapeutic approaches to cancer, both in the hospital and in the laboratory.
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The focus of his research is the discovery and development of novel, specific immunotherapeutic agents. Eight different therapeutic agents developed by Dr. Scheinberg’s laboratory have reached human clinical trials, which include the first humanized antibodies to treat acute leukemia, the first targeted alpha particle therapies and alpha generators, the first tumor specific fusion oncogene product vaccines, and antibodies to intracellular proteins.
Dr. Scheinberg has published more than 290 papers, chapters, or books in these fields. Dr. Scheinberg received his bachelor’s degree from Cornell University and his MD and PhD in pharmacology and experimental therapeutics from the Johns Hopkins University School of Medicine.
Randy Schekman, PhD
Dr. Schekman is a Professor of Cell Biology, Development and Physiology at the University of California, Berkeley, and an Investigator of the Howard Hughes Medical Institute. He was awarded the 2013 Nobel Prize for Physiology or Medicine for his work on cell membrane vesicle trafficking with James E. Rothman and Thomas C. Südhof.
The discoveries from the Schekman lab has enabled the production of one third of the world’s supply of recombinant human insulin and one hundred percent of the world’s supply of recombinant hepatitis B vaccines. Dr. Schekman studied the enzymology of DNA replication as a graduate student with Arthur Kornberg at Stanford University.
His current interest in cellular membranes developed during a postdoctoral period with S. J. Singer at the University of California, San Diego. At Berkeley, he developed a genetic and biochemical approach to the study of eukaryotic membrane traffic, and Schekman’s laboratory investigates the mechanism of membrane protein traffic in the secretory pathway in eukaryotic cells.
In addition to Nobel Prize, Dr. Schekman has received numerous honors and awards, including the Lewis S. Rosenstiel Award in basic biomedical science, the Gairdner International Award, the Amgen Award of the Protein Society, the Albert Lasker Award in Basic Medical Research and the Louisa Gross Horwitz Prize of Columbia University. He is a member of the National Academy of Sciences, the National Academy of Medicine, the American Academy of Arts and Sciences, the American Philosophical Society, a Foreign Associate of the Accademia Nazionale dei Lincei, a Foreign Associate of the Royal Society of London and an Honorary Academician of the Academia Sinica. Dr. Schekman received his PhD from Stanford University and his undergraduate degree from UCLA.
Gianpietro Dotti, MD
Dr. Dotti is a research professor of microbiology and immunology at the University of North Carolina at Chapel Hill (UNC) and director of the Lineberger Comprehensive Cancer Center Immunotherapy Program at UNC. He specializes in hematology and immunology. Since 2000, he has used his background in science and medicine to explore the use of gene-modified T-cells to treat hematologic malignancies, including lymphoma, leukemia, and solid tumors. His focus is primarily T-cell therapy that redirects the antigen specificity of T-cells and strategies to overcome tumor inhibitory mechanisms.
Dr. Dotti received his medical degree from the University of Milan in Italy, with advanced clinical training and board certification in hematology from the University of Parma and completed a post-doctoral fellowship in Translational Research at the Center for Cell and Gene Therapy from Baylor College of Medicine in Houston, Texas.
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Family Relationships
There are no family relationships among any of Estrella’s executive officers or directors.
Other Roles Held by Management
Members of Estrella’s management team currently hold, and may hold in the future, positions with other companies while serving on Estrella’s management team. Dr. Liu currently serves as Estrella’s CEO and as the CEO of Eureka. As a result, Dr. Liu devotes less than full time to the operation of Estrella’s business. Pursuant to his employment agreement, Dr. Liu is expected to fulfill his duties as Estrella’s CEO, but is not required to provide a specific number of hours to Estrella’s business per week or per month.
Composition of the Estrella Board of Directors
The Board manages the business and affairs of Estrella, as provided by Delaware law, and conducts its business through meetings of the Board and its standing committees. The Board consists of seven members, four of whom were designated by Estrella, one of whom was designated by UPTD, and two of whom were appointed by the Board. The primary responsibilities of the Estrella Board are to provide risk oversight and strategic guidance to Estrella and to counsel and direct Estrella’s management. The Board will meet on a regular basis and will convene additional meetings, as required.
Consideration of Director Nominees
General. In evaluating nominees for membership on our Board, our Nominating and Corporate Governance Committee applies the Board membership criteria set forth in our Corporate Governance Guidelines. Under these criteria, the Nominating and Corporate Governance Committee takes into account many factors, including an individual’s business experience and skills (including skills in core areas such as operations, management, technology, relevant industry knowledge (e.g., research tools, contract research services, therapeutics, drug discovery, reimbursement, medical/surgical), accounting and finance, regulatory matters and clinical trials, leadership, strategic planning and international markets), independence, judgment, professional reputation, integrity and ability to represent the best interests of the Company and its stockholders. In addition, the Nominating and Corporate Governance Committee will consider the ability of the nominee to commit sufficient time and attention to the activities of the Board, as well as the absence of any potential conflicts with the Company’s interests. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Board does not have a formal policy with respect to diversity of nominees. Rather, our Nominating and Corporate Governance Committee considers these Board membership criteria as a whole and seeks to achieve diversity of occupational and personal backgrounds on the Board. Our Board will be responsible for selecting candidates for election as directors based on the recommendation of the Nominating and Corporate Governance Committee.
Our Nominating and Corporate Governance Committee regularly assesses the appropriate size of our Board, and whether any vacancies on our Board are expected due to retirement or other reasons. In the event that vacancies are anticipated, or otherwise arise, the Committee will consider various potential nominees who may come to the attention of the Committee through current Board members, professional search firms, stockholders or other persons. Each potential nominee brought to the attention of the Committee, regardless of who recommended such potential nominee, is considered on the basis of the criteria set forth in our Corporate Governance Guidelines.
Stockholder Nominees. The Nominating and Corporate Governance Committee will review candidates for director recommended by stockholders who satisfy the notice, information and consent provisions set forth in our Bylaws and Rule 14a-19 of the Exchange Act (“Rule 14a-19”). The Board will use the same evaluation criteria and process for director nominees recommended by stockholders as it uses for other director nominees. A stockholder wishing to formally nominate an individual for election to the Board must do so by following the procedures described in the Bylaws and Rule 14a-19.
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Board of Directors Meetings
During the fiscal year ended December 31, 2025, our Board of Directors held no meetings. The Audit Committee held no meetings, the Compensation Committee held no meetings, and the Nominating and Corporate Governance Committee held no meetings. All actions taken by the Board and its committees during the fiscal year were effected by unanimous written consent of the directors (or committee members, as applicable).
Director Independence
Estrella adheres to the rules of Nasdaq in determining whether a director is independent. The Board has consulted with its counsel to ensure that the Board’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. The Nasdaq listing standards generally define an “independent director” as a person who is not an executive officer or employee, or who does not have a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director. The parties have determined that Dr. Marsha Roberts, Fan Wu, Janelle Wu, Pei Xu are considered independent directors of Estrella. Estrella’s independent directors will have regularly scheduled meetings at which only independent directors are present.
Controlled Company
We are, and expect to continue to be, a controlled company within the meaning of Nasdaq Listing Rule 5615(c). As of March 12, 2026, Eureka Therapeutics, Inc., our controlling shareholder, beneficially owned approximately 59.3% of our total issued and outstanding Common Stock, representing approximately 59.3% of the total voting power. As a result, we qualify for certain exemptions from Nasdaq’s corporate governance requirements, including the requirements that (i) a majority of the Board consist of independent directors, (ii) the nominating and corporate governance committee and compensation committee be composed entirely of independent directors, and (iii) the nominating and corporate governance committee and compensation committee conduct annual performance evaluations. Although we do not currently intend to rely on these exemptions, we may elect to do so in the future. We remain subject to all other Nasdaq corporate governance standards, including the requirement to maintain an independent audit committee.
Committees of the Board of Directors
Estrella has an audit committee, a compensation committee, and a nominating and corporate governance committee. In addition, from time to time, special committees may be established under the direction of the Board when necessary to address specific issues. Copies of each board committee’s charter are posted on Estrella’s website. Estrella’s website and the information contained on, or that can be accessed through, such website is not deemed to be incorporated by reference in, and are not considered part of, this Annual Report. The composition and responsibilities of each of the committees of the Board are described below. Members serve on these committees until their resignation or until otherwise determined by the Estrella Board.
Audit Committee
Estrella’s audit committee consists of Pei Xu, Fan Wu and Dr. Marsha Roberts. The parties have determined that each member of the audit committee satisfies the independence requirements under the Nasdaq Listing Rules and Rule 10A-3(b)(1) of the Exchange Act. The chair of the audit committee is Pei Xu. The parties have determined that Pei Xu is an “audit committee financial expert” within the meaning of SEC regulations. Each member of the audit committee can read and understand fundamental financial statements in accordance with applicable listing standards. In arriving at these determinations, the parties have examined each audit committee member’s scope of experience and the nature of his or her employment. The primary purpose of the audit committee is to discharge the responsibilities of the Board with respect to corporate accounting and financial reporting processes, systems of internal control, and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of the audit committee include:
| ● | helping the Board oversee the corporate accounting and financial reporting processes; |
| ● | managing and/or assessing the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit Estrella’s consolidated financial statements; |
| ● | discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, Estrella’s interim and year-end operating results; |
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| ● | developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |
| ● | reviewing related party transactions; |
| ● | reviewing Estrella’s policies on risk assessment and risk management; |
| ● | reviewing, with the independent registered public accounting firm, Estrella’s internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues; and |
| ● | pre-approving audit and permissible non-audit services to be performed by the independent registered public accounting firm. |
Estrella’s audit committee operates under a written charter that satisfies the applicable Nasdaq Listing Rules.
Compensation Committee
Estrella’s compensation committee consists of Dr. Marsha Roberts, Fan Wu and Janelle Wu. The chair of the compensation committee is Janelle Wu. The parties have determined that each member of the compensation committee satisfies the independence requirements under the Nasdaq Listing Rules, and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The primary purpose of Estrella’s compensation committee is to discharge the responsibilities of the Board in overseeing Estrella’s compensation policies, plans, and programs and to review and determine the compensation to be paid to Estrella’s executive officers, directors, and other senior management, as appropriate. Specific responsibilities of the compensation committee include:
| ● | reviewing and recommending to the Board the compensation of executive officers; |
| ● | reviewing and recommending to the Board the compensation of directors; |
| ● | administering Estrella’s equity incentive plans and other benefit programs; |
| ● | reviewing, adopting, amending, and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections, and any other compensatory arrangements for Estrella’s executive officers and other senior management; and |
| ● | reviewing and establishing general policies relating to compensation and benefits of Estrella’s employees, including Estrella’s overall compensation philosophy. |
Estrella’s compensation committee operates under a written charter that satisfies the applicable Nasdaq Listing Rules.
Nominating and Corporate Governance Committee
Estrella’s nominating and corporate governance committee consists of Dr. Marsha Roberts, Fan Wu and Janelle Wu. The chair of the nominating and corporate governance committee is Dr. Marsha Roberts. The parties have determined that each member of the nominating and corporate governance committee satisfies the independence requirements under the Nasdaq Listing Rules.
Specific responsibilities of Estrella’s nominating and corporate governance committee include:
| ● | identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board; |
| ● | considering and making recommendations to the Board regarding the composition and chairpersonship of the Estrella Board and committees of the Board; |
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| ● | reviewing developments in corporate governance practices; |
| ● | developing and making recommendations to the Board regarding corporate governance guidelines and matters; and |
| ● | overseeing periodic evaluations of the Board performance, including committees of the Estrella Board. |
Estrella’s nominating and corporate governance committee operates under a written charter that satisfies the applicable Nasdaq Listing Rules.
Code of Business Conduct and Ethics
Estrella adopted a code of business conduct and ethics, or the Code of Conduct, that applies to all directors, officers, and employees, including the principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Conduct for Estrella applies to all directors, officers, and employees of Estrella and is available on Estrella’s website at www.estrellabio.com. In addition, Estrella intends to post on its website all disclosures that are required by law or the Nasdaq Listing Rules concerning any amendments to, or waivers from, any provision of the Code of Conduct. The reference to Estrella’s website address does not constitute incorporation by reference of the information contained at or available through the website, and you should not consider it to be a part of this Annual Report.
Compensation Committee Interlocks and Insider Participation
None of the members or intended members of the compensation committee is currently, or has been at any time, one of our executive officers or employees. None of our executive officers currently serves, or has served during the last calendar year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.
Corporate Governance Guidelines
Our board of directors adopted corporate governance guidelines in accordance with the corporate governance rules of Nasdaq that serve as a flexible framework within which our board of directors and its committees operate. These guidelines cover a number of areas including board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chair of the board, principal executive officer and presiding director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines is posted on our website.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors, and beneficial owners of more than 10% of our equity securities to timely file certain reports regarding ownership of and transactions in our securities with the Securities and Exchange Commission. Copies of the required filings must also be furnished to us. Section 16(a) compliance was required during the fiscal year ended December 31, 2025. To our knowledge, during the fiscal year ended December 31, 2025, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with, except one late Form 4 filed by Jiandong Xu, our Chief Financial Officer, on April 29, 2026, reporting three purchases of common stock that occurred on September 11, 2025, September 22, 2025 and October 7, 2025, and two late Form 4s filed on February 14, 2025 by Cheng Liu, our Chief Executive Officer, and Jiandong Xu, our Chief Financial Officer, each reporting the grant of incentive stock options and nonstatutory stock options on October 30, 2024.
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Item 11. Executive Compensation.
Introduction
As an emerging growth company, Estrella has opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act. This section discusses the material components of the executive compensation program for Estrella’s named executive officers (“NEOs”) for the fiscal year ended December 31, 2025, including its Chief Executive Officer Dr. Cheng Liu and Chief Financial Officer Peter Xu. These were the only executive officers of Estrella serving in the fiscal year ended December 31, 2025, with compensation in excess of $100,000.
This discussion may contain forward-looking statements that are based on current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that Estrella adopts could vary significantly from historical practices and currently planned programs summarized in this discussion.
Estrella Executive Compensation Program
The policies of Estrella with respect to the compensation of its executive officers are administered by Estrella’s board in consultation with its compensation committee. The compensation decisions regarding Estrella’s executives are based on Estrella’s need to retain those individuals who continue to perform at or above Estrella’s expectations and to attract individuals with the skills necessary for Estrella to achieve its business plan. Estrella intends to be competitive with other similarly situated companies in its industry.
Estrella believes that performance-based and equity-based compensation can be an important component of the total executive compensation package for maximizing shareholder value while, at the same time, attracting, motivating and retaining high-quality executives.
Estrella’s executive officers receive a combination of cash and equity compensation. Estrella’s compensation committee is charged with performing an annual review of Estrella’s executive officers’ cash and equity compensation to determine whether they provide adequate incentives and motivation to executive officers and whether they adequately compensate the executive officers relative to comparable officers in other companies. In addition to the guidance provided by its nomination and compensation committees, Estrella may utilize the services of third parties from time to time in connection with the hiring and compensation awarded to executive employees. This could include subscriptions to executive compensation surveys and other databases or use of a third-party compensation consultant.
The objective of Estrella’s compensation program is to provide a total compensation package to its executives, including its NEOs, that will enable Estrella to attract, motivate and retain outstanding individuals, align the interests of our executive team with those of our shareholders, encourage individual and collective contributions to the successful execution of our short- and long-term business strategies and reward our executives for performance. The board of directors of Estrella has historically determined the compensation for Dr. Liu and Mr. Xu.
The compensation program for Dr. Liu for the fiscal year ended December 31, 2025, consisted of base salary and stock-based compensation under the Company’s 2023 Omnibus Incentive Plan, as described below.
| ● | Base Salary. Dr. Liu is paid a base salary commensurate with his skill set, experience, performance, role and responsibilities. For the fiscal year ended December 31, 2025, Dr. Liu’s annual salary was $250,962. |
| ● | Short-Term Cash Incentives. For the year ended December 31, 2025, Estrella did not pay Dr. Liu a discretionary cash bonus, nor any short-term cash bonuses to Dr. Liu pursuant to any non-equity incentive plan. |
| ● | Short-Term Equity Incentives. During the year ended December 31, 2025, Estrella did not grant any short-term equity incentive awards to Dr. Liu. |
| ● | Long-Term Equity Incentives. During year ended December 31, 2025, Estrella did not grant any long-term equity incentive awards to Dr. Liu. |
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The compensation program for Mr. Xu for the fiscal year ended December 31, 2025, consisted of base salary and stock-based compensation under the Company’s 2023 Omnibus Incentive Plan, as described below.
| ● | Base Salary. Mr. Xu is paid a base salary commensurate with his skill set, experience, performance, role and responsibilities. For the fiscal year ended December 31, 2025, Mr. Xu’s annual salary was $250,962. |
| ● | Short-Term Cash Incentives. For the fiscal year ended December 31, 2025, Estrella did not pay Mr. Xu a discretionary cash bonus, nor any short-term cash bonuses to Mr. Xu pursuant to any non-equity incentive plan. |
| ● | Short-Term Equity Incentives. During the year ended December 31, 2025, Estrella did not grant any short-term equity incentive awards to Mr. Xu. |
| ● | Long-Term Equity Incentives. During the year ended December 31, 2025, Estrella did not grant any long-term equity incentive awards to Mr. Xu. |
Summary Compensation Table
The following table presents all of the compensation awarded to, earned by or paid to the named executive officers for the six-month transition period ended December 31, 2024 and the fiscal years ended June 30, 2024 and December 31, 2025.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Non-Equity Incentive Plan Compensation ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
| Cheng Liu, CEO | 2025(4) | 250,962 | — | — | — | — | 250,962 | |||||||||||||||||||||
| 2024(2) | 125,000 | — | — | 645,425 | — | 770,425 | ||||||||||||||||||||||
| 2024(3) | 250,007 | — | — | — | — | 250,000 | ||||||||||||||||||||||
| Peter Xu, CFO | 2025(4) | 250,962 | — | — | — | — | 250,962 | |||||||||||||||||||||
| 2024(2) | 125,000 | — | — | 645,425 | — | 770,425 | ||||||||||||||||||||||
| 2024(3) | 250,000 | — | — | — | — | 250,000 | ||||||||||||||||||||||
| (1) | Represents the aggregate grant date fair value of option awards granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
| (3) | Represents the fiscal year ended June 30, 2024. |
| (4) | Represents the fiscal year ended December 31, 2025. |
Narrative Disclosure to the Summary Compensation Table
Base Salaries
Base salaries established for our executive officers are intended to reflect each individual’s responsibilities, experience, historical performance and other discretionary factors deemed relevant by us and have generally been set at levels deemed necessary to attract and retain individuals with superior talent. Starting on September 29, 2023, Dr. Liu and Mr. Xu were entitled to base salaries equal to $250,000 per year.
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Annual Cash Bonuses
As part of our pay-for-performance philosophy, Estrella believes annual cash incentive awards can be used to motivate and reward employees. We intend to adopt a formal bonus plan in which certain of our employees, including the named executive officers, will be eligible to participate going forward but have not done so as of the date of this Annual Report. For the fiscal year ended December 31, 2025, no named executive officer received any form of cash bonus.
Equity Incentive Compensation
Equity incentive compensation is used to promote performance-based pay that aligns the interests of our executive officers with the long-term interests of Estrella’s equity-owners and to enhance executive retention.
At the special meeting of UPTD stockholders related to the Business Combination held on July 31, 2023, UPTD’s shareholders approved the adoption of the Company’s 2023 Omnibus Incentive Plan (the “2023 Plan”), which became effective on the Closing Date. Upon the closing of the Business Combination, 3,520,123 shares of Common Stock became authorized for issuance under the 2023 Plan. On October 30, 2024, the Company granted options under the 2023 Plan to its executive officers, employees, board of directors, and other consultants. Dr. Cheng Liu and Mr. Jiandong (Peter) Xu were each granted 509,204 shares of Nonstatutory Share Option at an exercise price of $0.815/share, and 490,796 shares of Incentive Share Option at an exercise price of $0.815/share. For the nine months ended September 30, 2025, no additional stock options were granted.
Employment Arrangements
Agreement with Dr. Cheng Liu and Estrella
On September 29, 2023, Estrella entered into a new employment agreement with Dr. Liu superseding his July 29, 2022 offer letter with Estrella and setting forth the terms of his employment as Estrella’s Chief Executive Officer and President (the “Liu Employment Agreement”). The Liu Employment Agreement provides for “at will” employment and an indefinite term, as well as a base salary of $250,000 per annum effective as of September 29, 2023, an annual cash bonus opportunity based on a percentage of base salary, an annual incentive equity award opportunity and the opportunity to participate in any future Estrella employee benefit plans.
In the event Dr. Liu’s employment is terminated by the Company without cause or by Dr. Liu for good reason (each as defined under the Liu Employment Agreement), in exchange for Dr. Liu’s execution and nonrevocation of a general release of claims in favor of Estrella, Dr. Liu will receive (A) six months’ base salary continuation and (B) any unpaid annual bonus relating to the fiscal year immediately preceding the year in which the separation occurs.
In the event that Dr. Liu’s employment is terminated by the Company without cause or by Dr. Liu for good reason in the 60 days prior to a change in control or the twelve months following a change in control, Dr. Liu will receive (A) twelve months’ base salary in a lump sum, (b) any unpaid annual bonus relating to the fiscal year immediately preceding the year in which the separation occurs, (C) a lump-sum payment equal to Dr. Liu’s target annual bonus opportunity or, if higher, Dr. Liu’s actual annual bonus for the fiscal year of Dr. Liu’s termination, and (D) acceleration of all outstanding unvested equity awards (with performance-based awards vesting at target) on the separation date, subject to the terms of the underlying award agreements. The Liu Employment Agreement also contains a during-employment non-solicitation covenant and during-employment and post-termination non-disclosure and non-disparagement covenants.
Agreement with Peter Xu and Estrella
On September 29, 2023, Estrella entered into a new employment agreement with Mr. Xu superseding his May 27, 2022 employment agreement with Estrella and setting forth the terms of his employment as Estrella’s Chief Financial Officer (the “Xu Employment Agreement”). The Xu Employment Agreement contains the same material compensation terms as the Liu Employment Agreement, summarized above under “Agreement with Dr. Cheng Liu and Estrella.”
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Other Compensation Elements
All of Estrella’s current named executive officers will be eligible to participate in any employee benefit plans, including medical, dental, vision, disability, and life insurance plans, in each case on the same basis as all of Estrella’s other employees, if such plans are adopted. Estrella generally does not provide perquisites or personal benefits to its named executive officers. Estrella has not maintained, and does not currently maintain, a defined benefit pension plan or nonqualified deferred compensation plan.
Outstanding Equity Awards as of December 31, 2025
The following table shows information regarding outstanding equity awards held by the named executive officers as of December 31, 2025.
| Name | Grant Date | Option Expiration Date | Number of shares or units of stock that have not vested (#)(1) | Market value of shares or units of stock that have not vested ($)(2) | ||||||||
| Dr. Cheng Liu | 10/30/2024 | 10/30/2034 | 458,334 | $ | 715,001 | |||||||
| Peter Xu | 10/30/2024 | 10/30/2034 | 458,334 | $ | 715,001 | |||||||
| (1) | For both option awards, 25% of the award vested on the vesting commencement date of October 30, 2024, with the remaining 75% of the award vesting monthly in substantially equal installments over the subsequent 36 months. |
| (2) | The amount in this column reflects a closing price of $1.56 per share of Common Stock as of December 31, 2025 multiplied by the amount shown in the column for the number of shares of Common Stock that had not yet vested as of December 31, 2025. |
Potential Payments Upon Termination or Change in Control
Dr. Liu and Mr. Xu are entitled to certain severance payments, as described under “Employment Arrangements” above.
Director Compensation
Estrella’s non-employee directors are currently entitled to receive $20,000 in annual compensation for services rendered to Estrella. A one-time signing bonus of $5,000 was paid to the directors who were on the Board during the year ended June 30, 2024. In August 2024, a new director who also serves as the chairperson of the Board was appointed. The chairperson of the Board is entitled to receive an additional $2,500 compensation per quarter for services rendered to Estrella.
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | ||||||||||||
| Hong Zhang(1) | $ | 30,000 | $ | — | $ | 219,995 | (2) | $ | 249,995 | |||||||
| Dr. Marsha Roberts | $ | 20,000 | $ | — | $ | — | $ | 20,000 | ||||||||
| Fan Wu | $ | 20,000 | $ | — | $ | — | $ | 20,000 | ||||||||
| Janelle Wu | $ | 20,000 | $ | — | $ | — | $ | 20,000 | ||||||||
| Pei Xu | $ | 20,000 | $ | — | $ | — | $ | 20,000 | ||||||||
| Dengyao Jia | — | — | — | |||||||||||||
| $ | 110,000 | $ | — | $ | 219,995 | $ | 329,995 | |||||||||
| (1) | Served as a director and chairperson of the Board. |
| (2) | Represents consulting fees paid to CoFame Inc., an entity wholly owned by Ms. Zhang. |
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Clawback Policy
We have adopted a compensation recovery policy (the “Clawback Policy”), which was effective October 2, 2023, that is compliant with the Nasdaq Listing Rules and Rule 10D-1 under the Exchange Act. The Clawback Policy requires the recovery of certain incentive-based compensation received by our executive officers in the event of a financial restatement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Securities Authorized for Issuance Under Equity Compensation Plans
In connection with our Business Combination, the Estrella Board and shareholders adopted the 2023 Omnibus Incentive Plan (the “Incentive Plan”). Awards under the Incentive Plan are available for employees, directors and consultants. The general purpose of the Incentive Plan is to motivate the performance in the achievement of the Company’s business objectives and align the interests of recipients with the long-term interests of the Company’s shareholders. To accomplish such purposes, the Incentive Plan provides that the Company may grant (i) options, (ii) stock appreciation rights, (iii) restricted shares, (iv) restricted stock units, (v) performance-based awards (including performance-based restricted shares and restricted stock units), (vi) other share-based awards, (vii) other cash-based awards or (viii) any combination of the foregoing.
The following table summarizes the number of shares of Common Stock authorized for issuance under the 2023 Plan as of December 31, 2025.
| 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 issuances under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||
| Equity compensation plans approved by security holders(1) | 3,600,000 | (3) | $ | 0 | 3,781,860 | (2) | ||||||
| Equity compensation plans not approved by security holders | — | $ | — | — | ||||||||
| Total | 3,600,000 | $ | — | 3,781,860 | ||||||||
| (1) | The amounts shown in this row include the 2023 Plan. |
| (2) | Includes 3,520,123 shares of Common Stock authorized for issuance under the Incentive Plan plus 1,941,293 shares authorized on January 1, 2024 under the Plan’s evergreen provision plus 1,920,444 shares authorized on January 1, 2025 under the Plan’s evergreen provision. |
| (3) | Includes 1,083,338 fully vested stock options, at an average weighted exercise price of $0.815 and expire on October 29, 2034. |
Securities Beneficial Ownership Table
The following table sets forth information regarding the beneficial ownership of Common Stock by:
| ● | each person known by Estrella to be the beneficial owner of more than 5% of the Common Stock immediately following the consummation of the Business Combination; |
| ● | each of the named executive officers and directors of Estrella; and |
| ● | all of the executive officers and directors of Estrella as a group. |
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Beneficial ownership is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power”, which includes the power to vote or to direct the voting of the security, or “investment power”, which includes the power to dispose of or to direct the disposition of the security, or has the right to acquire such powers within 60 days. Unless otherwise indicated, Estrella believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.
The beneficial ownership of the Common Stock is based on 42,665,228 shares of Common Stock issued and outstanding as of March 12, 2026
| Name and Address of Beneficial Owner(1) | Number of Shares | % | ||||||
| Directors and Executive Officers(2) | ||||||||
| Dr. Cheng Liu(3) | 880,765 | 2.1 | % | |||||
| Peter Xu(4) | 848,814 | 2.0 | % | |||||
| Dr. Marsha Roberts | — | — | ||||||
| Fan Wu | — | — | ||||||
| Janelle Wu | — | — | ||||||
| Pei Xu | — | — | ||||||
| Hong Zhang(5) | 677,955 | 1.6 | % | |||||
| Dengyao Jia | — | — | ||||||
| All Directors and Executive Officers as a Group (8 Individuals)(6) | 2,407,534 | 5.6 | % | |||||
| 5% Stockholders | ||||||||
| Eureka Therapeutics, Inc.(7) | 25,277,831 | 59.3 | % | |||||
| * | Represents beneficial ownership of less than 1%. |
| (1) | Unless otherwise noted, the business address of each of the individuals and entities listed in the table above is c/o Estrella Immunopharma, Inc., 5858 Horton Street, Suite 370, Emeryville, CA 94608. |
| (2) | Dr. Cheng Liu is the chief executive officer and director of Estrella. Peter Xu is the chief financial officer of Estrella. Dr. Marsha Roberts, Fan Wu, Janelle Wu, Pei Xu, and Dengyao Jia are directors of Estrella. Hong Zhang is the chairperson of the Board. |
| (3) | Represents (i) 297,437 shares of Common Stock held directly and (ii) 583,328 shares of Common Stock issuable upon the exercise of stock options held by Dr. Liu that are exercisable within 60 days of March 12, 2026. |
| (4) | Represents (i) 265,486 shares of Common Stock held directly and (ii) 583,328 shares of Common Stock issuable upon the exercise of stock options held by Mr. Xu that are exercisable within 60 days of March 12, 2026. |
| (5) | Based on a Form 3 filed on August 23, 2024 by Hong Zhang. These securities include (i) 240,481 shares of Common Stock held by CoFame Investment Holding LLC, the manager of which is Ms. Zhang, and (ii) 437,474 shares of Common Stock issuable upon the exercise of stock options held by Ms. Zhang that are exercisable within 60 days of March 12, 2026. By virtue of these relationships, Ms. Zhang may be deemed to beneficially own all such shares. |
| (6) | Includes an aggregate of 1,604,130 shares of Common Stock issuable upon the exercise of stock options held by our current directors and executive officers that are exercisable within 60 days of March 12, 2026, consisting of the options described in footnotes (3), (4) and (5) above. |
| (7) | Eureka Therapeutics, Inc. (“Eureka”) is governed by a board of directors consisting of seven members. Each member has one vote, and the approval of a majority of the board is required to approve an action of Eureka. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Based upon the foregoing analysis, no director of Eureka exercises voting or dispositive control over any of the securities held by Eureka, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. The business address of Eureka is 5858 Horton Street, Suite 370, Emeryville, CA 94608. |
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
Certain Relationships and Related Transactions
The information required by Item 404 of Regulation S-K is set forth in Note 5 — Related Party Transactions to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which is incorporated herein by reference.
During the fiscal year ended December 31, 2025, there were no transactions or series of transactions, and there are no currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal periods, and in which any related person had or will have a direct or indirect material interest, other than those described in Note 5 — Related Party Transactions to our consolidated financial statements.
Policies for Approval of Related Party Transactions
Since its inception through the closing of the Business Combination on September 29, 2023, Estrella had not adopted a formal policy for the review, approval, or ratification of related party transactions. On September 29, 2023, in connection with the closing of the Business Combination, our board of directors adopted a Related Party Transactions Policy. The policy sets forth procedures for the review, approval, or ratification of transactions involving a “related person” as defined under Item 404 of Regulation S-K.
The policy applies to any transaction, arrangement, or relationship involving Estrella in which the amount exceeds the lesser of $120,000 or one percent of the average of Estrella’s total assets at year-end for the last two completed fiscal years and in which any related person has or will have a direct or indirect material interest. Exclusions from the Policy include standard compensation arrangements for directors and executive officers, transactions conducted in the ordinary course of business on standard terms, and transactions where the related person’s interest arises solely from ownership of Estrella’s equity securities on a pro rata basis with all other stockholders. The Audit Committee of the Board of Directors (the “Audit Committee”) is responsible for reviewing, approving, or ratifying related party transactions. In its review, the Audit Committee considers whether the transaction terms are fair and comparable to those available in similar arm’s-length transactions, the extent of the related person’s interest, potential impacts on the related person’s independence, consistency with Estrella’s Code of Business Ethics and Conduct, and the overall benefit to the Company and its stockholders. The Policy requires that related party transactions be reviewed by the Audit Committee prior to consummation whenever feasible, or ratified as promptly as possible if prior review is not practicable. The Policy is documented in writing and provides a clear framework for managing related party transactions.
Since the adoption of the Policy, the Audit Committee has reviewed and approved the SOW with Eureka for clinical trial services related to the STARLIGHT-1 trial. Prior to September 29, 2023, Estrella did not have any procedures for related party transactions, and such transactions were not subject to formal review, approval, or ratification. Other than the Statement of Work, none of the other related party transactions reported herein were subject to the policy or any similar procedures for related party transactions, since they were made pursuant to agreements entered into prior to September 29, 2023.
Director Independence
The information contained under the heading “Director Independence” in Part III, Item 10. “Directors, Executive Officers and Corporate Governance” is incorporated by reference herein.
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Item 14. Principal Accounting Fees and Services.
Macias Gini & O’Connell, LLP (“MGO”) serves as the Company’s independent registered public accounting firm and has audited the Company’s financial statements for the fiscal year ended December 31, 2025 and the six-month transition period ended December 31, 2024.
Audit services provided by MGO for the fiscal year ended December 31, 2025 and the six-month transition period ended December 31, 2024 included the examination of the consolidated financial statements of the Company, and services related to periodic filings made with the SEC.
The following table summarizes the audit fees of MGO for the fiscal year ended December 31, 2025 and the six-month transition period ended December 31, 2024:
| Fee Category | For the year ended December 31, 2025 | For the six months ended December 31, 2024 | ||||||
| (in thousands) | ||||||||
| Audit Fees (1) | $ | 197 | 128 | |||||
| Audit-Related Fees | - | - | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
| Total | $ | 197 | 128 | |||||
| (1) | Audit fees were for professional services rendered by MGO for the audit of our annual financial statements, and services that are normally provided by MGO in connection with statutory and regulatory filings or engagements for that fiscal year (or transition period, as applicable). Amounts are in thousands. |
Audit Committee Pre-Approval Policy and Procedures
The Audit Committee of the Board has adopted policies and procedures for the pre-approval of all audit services and permissible non-audit services to be performed for the Company by its independent registered public accounting firm. The Audit Committee will pre-approve all such services, including the fees and terms thereof, before the services are performed, subject to the de minimis exceptions for non-audit services described in Rule 2-01(c)(7)(i)(C) of Regulation S-X. Since its formation, the Audit Committee has pre-approved all audit and non-audit services provided by MGO in accordance with these policies.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
| (a) | The following documents have been filed as part of this Amendment: |
| ● | Consolidated Financial Statements: No financial statements are filed with this Amendment. The financial statements were included in Item 8 of Part II of the Original Form 10-K. |
| ● | Financial Statement Schedules: None. |
| ● | Exhibits: The exhibits listed in the Exhibit Index attached to this report are filed or incorporated by reference as part of this Amendment. |
| (b) | The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Amendment. |
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit | |
| 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. | |
| 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). |
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ESTRELLA IMMUNOPHARMA INC. | ||
| By: | /s/ Peter Xu | |
| Peter Xu | ||
| Chief Financial Officer | ||
| Date: | April 30, 2026 | |
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FAQ
What is Estrella Immunopharma (ESLA) changing in this amended annual report?
The amendment adds full disclosures for governance, executive pay, ownership and auditor information for the year ended December 31, 2025. It restates Part III and related exhibits, without changing previously filed financial statements or including new financial data.
How much did Estrella Immunopharma’s executives earn in 2025?
In 2025, CEO Dr. Cheng Liu and CFO Peter Xu each received salary of $250,962 and no cash bonuses. Their prior compensation included significant stock option awards under the 2023 Omnibus Incentive Plan, aligning pay partly with long‑term share performance.
Who controls Estrella Immunopharma (ESLA) after this filing?
As of March 12, 2026, Eureka Therapeutics, Inc. beneficially owned about 59.3% of Estrella’s common stock, representing the same share of voting power. This makes Estrella a “controlled company” under Nasdaq rules, though it currently does not rely on related governance exemptions.
How many Estrella Immunopharma (ESLA) shares are outstanding and what is their market value?
As of March 12, 2026, Estrella had 42,665,228 shares of common stock outstanding. Based on a closing price of $1.25 per share, the aggregate market value of voting and non‑voting common equity held by non‑affiliates was $20,496,203.
What equity incentive plans does Estrella Immunopharma (ESLA) have in place?
Estrella uses its 2023 Omnibus Incentive Plan to grant options and other equity awards to employees, directors and consultants. As of December 31, 2025, 3,600,000 shares were subject to outstanding awards and 3,781,860 shares remained available for future issuance.
How much did Estrella Immunopharma pay its auditor for 2025?
For the year ended December 31, 2025, Estrella paid its independent registered public accounting firm Macias Gini & O’Connell LLP $197,000 in audit fees. No audit‑related, tax, or other non‑audit fees were reported for that period.
What board committees and independence structure does Estrella Immunopharma have?
Estrella’s board has audit, compensation, and nominating and corporate governance committees. Directors Marsha Roberts, Fan Wu and Janelle Wu are among those deemed independent under Nasdaq rules, and the company maintains a code of business conduct and formal governance guidelines.