Estrella Immunopharma Inc 2024年度报告

FORM10-K (Mark One)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ESTRELLA IMMUNOPHARMA, INC. (Exact name of Registrant as specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: 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 SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant 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 reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic 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 theregistrant 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-basedcompensation 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 closingprice of $1.10 per share of the Registrant’s common stock on the Nasdaq Stock Market LLC on July 1, 2024, was $39,971,984. The number of Registrant’s shares of common stock issued and outstanding as of March 20, 2025 was36,165,589. TABLE OF CONTENTS PagePART I1Item 1.Business1Item 1A.Risk Factors42Item 1B.Unresolved Staff Comments109Item 1C.Cybersecurity110Item 2.Properties110Item 3.Legal Proceedings110Item 4.Mine Safety Disclosures110PART II111Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities111Item 6.[Reserved]114Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations115Item 7A.Quantitative and Qualitative Disclosures About Market Risk124Item 8.Financial Statements and Supplementary Data124Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure124Item 9A.Controls and Procedures124Item 9B.Other Information125Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections125PART III126Item 10.Directors, Executive Officers and Corporate Governance126Item 11.Executive Compensation136Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters141Item 13.Certain Relationships and Related Transactions, and Director Independence143Item 14.Principal Accounting Fees and Services145PART IV146Item 15.Exhibits, Financial Statement Schedules146Item 16.Form 10-K Summary150 In this report, unless the context indicates otherwise, the terms “Company,” “we,” “us,” “our” and other similar words refer toEstrella Immunopharma, Inc., a Delaware corporation. As disclosed in a current report on form 8-K filed on November 26, 2024, wehave changed our fiscal year end to December 31 from June 30. This transition annual report on form 10-K is for the six-monthtransition period ended December 31, 2024. ESTRELLA MARKET AND INDUSTRY DATA This Annual Report includes estimates regarding market and industry data and forecasts, which are based on our own estimatesutilizing our management’s knowledge of and e