News & Events

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 7, 2026, Estrella Immunopharma, Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5620(a) because the Company has not held an annual meeting of shareholders within the required time period. The Letter also referenced the c…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On January 5, 2026, Estrella Immunopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with a healthcare-focused institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor (a) in a registered direct offering (the “Registered Direct Offering”) (i) 4,063,290 shares (the “Shares”) of common stock, par value $0.0…

Unregistered Sales of Equity Securities. The information set forth in

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 22, 2025, the Board of Directors (the “Board”) of Estrella Immunopharma, Inc. (the “Company”) appointed Jia Dengyao to serve as a member of the Board, effective immediately. As of the date of this Current Report on Form 8-K, Mr. Jia has not been appointed and is not expected to be appointed to any committees of the Board. In connection…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 1, 2025, Estrella Immunopharma, Inc. (the “ Company ”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(2), which requires listed securities to maintain a minimum Market Value of Listed Securities (“ MVLS ”) of $35,000,000. The Company has…

Other Events On June 3, 2025, the Company issued a press release announcing the pricing of the Private Placement. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or…

Based in part upon the representations of the Purchasers in the Purchase Agreement, the offering and sale of the securities issued in the Private Placement is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Entry into a Material Definitive Agreement On May 30, 2025, Estrella Immunopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell in a private placement offering (the “Private Placement”) an aggregate of 2,233,334 shares of common stock of the Company at a purchase price of $1.50 per share for gross proceeds of approximately $3.35 million, before the…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 30, 2025, Estrella Immunopharma, Inc. (the “Company”) received a letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) therein stating that for the 30 consecutive business day period between March 14, 2025 through April 28, 2025, the common stock of the Company had not maintained a minimum closing bid price of $1.00 per share required for contin…