Estrella Immunopharma Files 8-K for Material Agreement

TL;DR

Estrella Immunopharma filed an 8-K on March 7th for a material agreement. Big news coming.

AI Summary

Estrella Immunopharma, Inc. filed an 8-K on March 7, 2024, reporting a material definitive agreement and financial statements. The company, formerly known as TradeUP Acquisition Corp., is based in Emeryville, CA, and operates in the biological products sector. The filing date indicates events occurred on or around March 4, 2024.

Why It Matters

This filing signals a significant business development or transaction for Estrella Immunopharma, potentially impacting its stock and future operations.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can lead to stock price volatility.

Key Numbers

• 001-40608 — SEC File Number (Identifies the company's filing history)
• 86-1314502 — IRS Employer Identification Number (Tax identification for the company)

Key Players & Entities

• Estrella Immunopharma, Inc. (company) — Registrant
• TradeUP Acquisition Corp. (company) — Former company name
• March 4, 2024 (date) — Earliest event date
• March 7, 2024 (date) — Filing date
• 5858 Horton Street, Suite 370, Emeryville, CA 94608 (location) — Company business address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ESLA The Nasdaq Stock Mar
• $11.50 — of Common Stock at an exercise price of $11.50 ESLAW The Nasdaq Stock Market LLC
• $33,000,000 — et forth in the SOW, with total fees of $33,000,000 for achievement of all milestones, excl
• $500,000 — inical site is activated. An additional $500,000 will become payable to Eureka if a seco
• $3.5 m — suable upon execution of the SOW is for $3.5 million, covering the fees associated wit
• $1.5 million — the patient dosing phase, a deposit of $1.5 million is required to be delivered to Eureka t
• $1,375,000 — patient dosing milestone, amounting to $1,375,000 per patient and a total cost $27,500,00
• $27,500,000 — $1,375,000 per patient and a total cost $27,500,000 for 20 patients, excluding any pass-thr
• $2,000,000 m — patients by the end of 2025. Lastly, a $2,000,000 milestone fee will become due in connecti

Filing Documents

• ea0201282-8k_estrella.htm (8-K) — 41KB
• ea0201282ex10-1_estrella.htm (EX-10.1) — 51KB
• 0001213900-24-020566.txt ( ) — 323KB
• esla-20240304.xsd (EX-101.SCH) — 4KB
• esla-20240304_def.xml (EX-101.DEF) — 26KB
• esla-20240304_lab.xml (EX-101.LAB) — 36KB
• esla-20240304_pre.xml (EX-101.PRE) — 25KB
• ea0201282-8k_estrella_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 4, 2024, Estrella Immunopharma, Inc. (the " Company "), Estrella Biopharma, Inc. (" Estrella Biopharma "), a wholly-owned and sole operating subsidiary of the Company, and Eureka Therapeutics, Inc. (" Eureka "), the controlling shareholder of the Company, entered into Statement of Work No. 001 (" SOW ") relating to the clinical trial services to be performed by Eureka in connection with the Phase I/II clinical trial of Estrella Biopharma's product candidate, EB103, a T-cell therapy targeting CD19 using ARTEMIS T cell technology licensed by Estrella Biopharma from Eureka. The trial is designed to assess the safety, tolerability, recommended Phase II dose, and preliminary anti-cancer activity of EB103 for the treatment of relapsed or refractory (R/R) B-cell non-Hodgkin lymphoma (NHL) patients. The SOW is governed by the terms of the Services Agreement, dated June 28, 2022, between Estrella Biopharma and Eureka (as amended by Amendment No. 1, effective as of October 1, 2022, and Amendment No. 2, effective as of March 1, 2023, the " Services Agreement "), and incorporates all the terms of the Services Agreement by reference. Notwithstanding the foregoing, the terms and conditions of the SOW govern in the event of any conflict with the terms and conditions of the Services Agreement. Services, Fees and Expenses The scope of work set forth in the SOW includes study start-up, patient dosing and related activities, study close-out, and reporting. Additionally, the SOW sets forth the various services Eureka will provide in connection with the clinical trial, including regulatory document development, site activation, patient enrollment and consent management, data collection, and pharmacovigilance. Pursuant to the SOW, Estrella Biopharma agrees to pay Eureka non-refundable net fees in connection with the achievement of certain milestones set forth in the SOW, with total fees of $33,000,000 for achievement o

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 10.2 Services Agreement, dated June 28, 2022, by and between Eureka Therapeutics, Inc. and Estrella Immunopharma, Inc. incorporated by reference to Exhibit 10.5 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No. 2333-267918) 10.3 Amendment No. 1 to Services Agreement, effective October 1, 2022, by and between Eureka Therapeutics, Inc. and Estrella Immunopharma, Inc. incorporated by reference to Exhibit 10.15 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No. 2333-267918) 10.4 Amendment No. 2 to Services Agreement, effective March 1, 2023, by and between Eureka Therapeutics, Inc. and Estrella Immunopharma, Inc. incorporated by reference to Exhibit 10.27 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No. 2333-267918) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Portions of this exhibit (indicated by asterisks) have been omitted because the registrant has determined that the information is both not material and is the type that the registrant treats as private or confidential. 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Estrella Immunopharma, Inc. By: /s/ Cheng Liu Name: Dr. Cheng Liu Title: Chief Executive Officer Date: March 6, 2024 3

View Full Filing

View this 8-K filing on SEC EDGAR