Estrella Immunopharma Inc美股招股说明书(2026-02-13版)

Up to 9,236,141Shares of Common Stock This prospectus relates to the offer and resale from time to time by the sellingstockholders named in this prospectus (the “Selling Stockholders”) of up to 9,236,141 sharesof our Common Stock. This amount includes (i) 700,000 shares issued to certain SellingStockholders in private placements pursuant to subscription agreements entered into inSeptember 2025, (ii) up to an aggregate of 735,857 additional shares of Common Stock thatmay be issuable to certain Selling Stockholders pursuant to contingent “true-up” provisionsin the May-June 2025 and September 2025 subscription agreements, in each case subject totheterms and conditions of those agreements,(iii)shares issued to certain SellingStockholders on December 10, 2025 pursuant to contingent issuance provisions in September2023 subscription agreements, and (iv) up to 7,594,935 shares of Common Stock issuableuponexercise of warrants issued to a Selling Stockholder in a private placementconsummated on January 6, 2026. The shares being registered for resale by this prospectus represent approximately 22.0%of our total outstanding shares of Common Stock as of January 11, 2026. We provide moreinformation about how the Selling Stockholders may sell the shares of Common Stock in thesection titled “Plan of Distribution.” Estrella’s Common Stock is traded on the Nasdaq Capital Market (“Nasdaq”) under thesymbol “ESLA.” On February 12, 2026, the closing price of our Common Stock was $1.23per share. We are an “emerging growth company” as defined under the federal securitieslaws and, as such, have elected to comply with certain reduced public companyreporting requirements. We are a “controlled company” within the meaning of the corporate governancerules of the Nasdaq Capital Market. Eureka Therapeutics, Inc., is our controllingshareholder. As of January 11, 2026, Eureka Therapeutics, Inc. holds approximately60.1% of the outstanding Common Stock and approximately 60.1% of the total votingpower of the Company. See the section titled “Management of Estrella — ControlledCompany.” Investing in our Common Stock is highly speculative and involves a highdegree of risk. See “Risk Factors” beginning on page 5. Neitherthe Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is February 13, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiFREQUENT USED TERMSiiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSivPROSPECTUS SUMMARY1RISK FACTORS5USE OF PROCEEDS66MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS67INFORMATION ABOUT ESTRELLA IMMUNOPHARMA, INC.77MANAGEMENT OF ESTRELLA78SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT93CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS94DESCRIPTION OF CAPITAL STOCK96SELLING STOCKHOLDERS99SECURITIES ELIGIBLE FOR FUTURE SALE101PLAN OF DISTRIBUTION102LEGAL MATTERS104EXPERTS104WHERE YOU CAN FIND MORE INFORMATION104INDEX TO FINANCIAL STATEMENTSF-1 You should rely only on the information contained in this prospectus. We have not authorized any otherperson to provide you with information different from or in addition to that contained in this prospectus. Ifanyone provides you with different or inconsistent information, you should not rely on it. We are not making anoffer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume thatthe information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus.Our business, financial condition, results of operations and prospects may have changed since that date. In this prospectus, we rely on and refer to information and statistics regarding our industry. We obtainedthis statistical, market and other industry data and forecasts from publicly available information. While webelieve that the statistical data, market data and other industry data and forecasts are reliable, we have notindependently verified the data. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-1 that we filed with the SEC.The SellingStockholders may sell up to 9,236,141 shares of Estrella’s Common Stock (the “Resale Shares”) from time totime in one or more offerings as described in this prospectus. We will not receive any proceeds from the sale ofResale Shares by the Selling Stockholders. We may also file a prospectus supplement or post-effective amendment to the registration statement ofwhich this prospectus forms a part that may contain material information relating to these offerings. Theprospectussupplement or post-effective amendment,as the case may be,may add,update or changeinformation contained in this prospectus with respect to such offering. If there is any inconsistency between theinformation in this prospe