UPTDU TradeUP Acquisition Corporation

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 13, 2024

 

Estrella Immunopharma, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40608		86-1314502
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification Number)

 

5858 Horton Street, Suite 370 Emeryville, California		94608
(Address of principal executive offices)		(Zip Code)

 

(510) 318-9098

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act.

 

Title of each class		Trading Symbol		Name of each exchange  on which registered
Common Stock, par value $0.0001 per share		ESLA		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50		ESLAW		The Nasdaq Stock Market LLC

   

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging  growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 Item 1.01 Entry into a Material Definitive Agreement.

 

On May 13, 2024, Estrella Immunopharma, Inc. (the “Company”), Estrella Biopharma, Inc. (“Estrella”), a wholly-owned subsidiary of the Company and the sole operating subsidiary of the Company, and Eureka Therapeutics, Inc. (“Eureka”), the controlling shareholder of the Company,  entered into Amendment No. 1 to the Statement of Work (“Amendment No. 1”), effective as of March 4, 2024, which amends Statement of Work #001 (the “SOW”), dated and effective as of March 4, 2024, among the Company, Estrella, and Eureka, relating to the services (“Services”) to be performed by Eureka for Estrella in connection with Estrella’s EB103 anti-CD19 ARTEMIS® clinical trial. The SOW is subject to the terms and conditions of the Services Agreement (as amended, the “MSA”) between Eureka and Estrella that was entered into on June 28, 2022.

Amendment No. 1 amends the third paragraph of Section E of the SOW to clarify that, in the event that Estrella exercises its right to terminate or suspend the engagement with Eureka by providing written notice to Eureka in accordance with the SOW, Estrella will only be obligated to compensate Eureka for (i) Services provided by Eureka in connection with milestones that were achieved prior to the date and time of such written notice, (ii) reasonable and documented pass-through costs incurred by Eureka on behalf of Estrella prior to the date and time of such written notice in connection with providing the Services, and (iii) amounts payable to third parties pursuant to commitments reasonably entered into by Eureka on behalf of Estrella prior to the date and time of such written notice in connection with providing the Services, provided that Eureka shall make commercially reasonable efforts to cancel or reduce any such amounts.

This foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference, as well as the SOW, the MSA, Amendment No. 1 to the MSA and Amendment No. 2 to the MSA, which are filed as Exhibit 10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5, respectively, to this Current Report and are incorporated herein by reference.
 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Amendment No. 1 to Statement of Work No. 001, dated May 13, 2024 and effective as of March 4, 2024, by and among Estrella Biopharma, Inc., Eureka Therapeutics, Inc. and Estrella Immunopharma, Inc.
10.2		Statement of Work No. 001, dated and effective as of March 4, 2024, by and among Estrella Biopharma, Inc., Eureka Therapeutics, Inc. and Estrella Immunopharma, Inc. incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 7, 2024 (File No. 001-40608).
10.3†		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. 333-267918)
10.4		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. 333-267918)
10.5		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. 333-267918)
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.

 

 

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: May 13, 2024

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 1 TO

STATEMENT OF WORK NO. 1

 

THIS AMENDMENT NO. 1 TO STATEMENT OF WORK NO. 1 (the “Amendment”), dated May 13, 2024, amends in certain respects that certain Statement of Work No. 1 (the “SOW”), dated and effective as of March 4, 2024 (the “Effective Date”), relating to the services (“Services”) to be performed by Eureka Therapeutics, Inc., a Delaware corporation (“Eureka”), for Estrella Biopharma, Inc., a Delaware corporation (“Client”), in connection with the Client’s EB103 anti-CD19 ARTEMIS® clinical trial. The SOW is subject to the terms and conditions of the Services Agreement (as amended, the “MSA”) between Eureka and Client on June 28, 2022. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such term in the SOW.

 

AGREEMENT

 

NOW, THEREFORE, for good and valuable consideration and intending to be legally bound, the parties hereby agree as follows:

1.                   Amendments to the SOW. The text of the third paragraph of Section E of the SOW is hereby deleted in its entirety and replaced with the following:

Client shall have the right to terminate this engagement or suspend the Services upon written notice (including via e-mail) to Eureka. Should Client opt to terminate this engagement or suspend the Services, Client shall only be obligated to compensate Eureka for (i) Services provided in connection with milestones that were achieved prior to the date and time of such written notice, (ii) reasonable and documented pass-through costs incurred by Eureka on behalf of Client prior to the date and time of such written notice in connection with providing the Services and (iii) amounts payable to third parties pursuant to commitments reasonably entered into by Eureka on behalf of Client prior to the date and time of such written notice in connection with providing the Services, provided that Eureka shall make commercially reasonable efforts to cancel or reduce any such amounts

2.                   No Other Changes. Except as expressly amended by this Amendment, all of the terms of the SOW shall remain in full force and effect.

3.                   Effect of this Amendment. This Amendment shall be effective as of the Effective Date. In the event of any inconsistency or conflict between the provisions of the SOW or the MSA and this Amendment, the provisions of this Amendment will prevail and govern. All references to the SOW or in any exhibit or schedule thereto shall hereinafter refer to the SOW as amended by this Amendment.

4.                   Counterparts. The parties to this Amendment may execute this Amendment in any number of counterparts and, as so executed, the counterparts shall constitute one and the same agreement. The parties agree that each such counterpart is an original and shall be binding upon all of the parties, even though all of the parties are not signatories to the same counterpart. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purpose.

[Signatures on Next Page]

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the Effective Date.

Eureka:				Estrella:
Eureka Therapeutics, Inc.				Estrella Biopharma, Inc.
By:	/s/ Victor Shum			By:	/s/ Cheng Liu
	Name: Victor Shum				Name: Cheng Liu
	Title: CBO and General Counsel				Title: Chief Executive Officer

Acknowledged and Agreed:

Estrella Immunopharma, Inc.
By:	/s/ Peter Xu
	Name: Peter Xu
	Title: Chief Financial Officer

 

 

v3.24.1.1.u2

Cover	May 13, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 13, 2024
Entity File Number	001-40608
Entity Registrant Name	Estrella Immunopharma, Inc.
Entity Central Index Key	0001844417
Entity Tax Identification Number	86-1314502
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5858 Horton Street
Entity Address, Address Line Two	Suite 370
Entity Address, City or Town	Emeryville
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94608
City Area Code	(510)
Local Phone Number	318-9098
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ESLA
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol	ESLAW
Security Exchange Name	NASDAQ

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