Estrella Immunopharma Inc 2025年度报告

OR Securities registered pursuant to Section 12(b) of the Act: 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 Section 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, a smallerreporting company, or an emerging growth company. See the definitions of “accelerated filer”, “large accelerated filer”, “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer 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 theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered 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 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-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 theclosing price of $1.25 per share of the Registrant’s common stock on the Nasdaq Stock Market LLC on March 12, 2026, was$20,496,203. The number of Registrant’s shares of common stock outstanding as of March 12, 2026 was42,665,228. 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 theSecurities 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 currentlydated certifications of the Company’s principal executive officer and principal financial officer required under Section 302 of theSarbanes-Oxley Act of 2002. Because no financial statements have been included in this Amendment and this Amendment does notcontain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications havebeen omitted. In addition, this Amendment does not include the certificate under Section 906 of the Sarbanes-Oxley Act of 2002 as nofinancial 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 tothe Original Form 10-K. Except as otherwise indicated herein, this Amendment continues to speak as of the date of the Original Form10-K, and we have not updated the disclosure contained therein to reflect any events that occurred subsequent to the filing date of theOriginal Form 10-K. This Amendment should be read in conjunction with the Original Form 10-K and with our filings with the SECsubsequent to the filing da