UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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
† 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.
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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 | ||
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