Estrella Immunopharma Inc 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-40608 ESTRELLA IMMUNOPHARMA, INC.(Exact name of registrant as specified in its charter) 5858 Horton Street, Suite 370Emeryville, California, 94608(Address of principal executive offices and zip code) (510) 318-9098(Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: 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 (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period thatthe registrant 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 “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 11, 2026, there were 43,034,228 shares of the issuer’s Common Stock, par value $0.0001 per share, outstanding. ESTRELLA IMMUNOPHARMA, INC.TABLE OF CONTENTS PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiPART I. FINANCIAL INFORMATION1Item 1.Financial Statements1Unaudited Condensed Consolidated Balance Sheets1Unaudited Condensed Consolidated Statements of Operations2Unaudited Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity3Unaudited Condensed Consolidated Statements of Cash Flows4Notes to Unaudited Condensed Consolidated Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 3.Quantitative and Qualitative Disclosures About Market Risk30Item 4.Controls and Procedures30PART II. OTHER INFORMATION32Item 1.Legal Proceedings32Item 1A.Risk Factors32Item 2.Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities32Item 3.Defaults Upon Senior Securities32Item 4.Mine Safety Disclosures32Item 5.Other Information32Item 6.Exhibits33 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (“Form 10-Q”) contains “forward-looking statements” within the meaning of Section 27A of theSecurities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”). Any statements that refer to projections, forecasts or other characterizations of future events or circumstances,including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by wordssuch as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,”“might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these wordsdoes not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations of our management and are inherently subject to uncertaintiesand changes in circumstances and their potential effects and speak only as of the date such statements are made. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to bematerially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, butare not limited to, those described in “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and in our AnnualReport on Form 10-K filed with the SEC on March 18, 2026. These and other factors could cause actual results to