Estrella Immunopharma, Inc.

false 0001844417 0001844417 2026-08-17 2026-08-17 0001844417 ESLA:CommonStockParValue0.0001PerShareMember 2026-08-17 2026-08-17 0001844417 ESLA:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member 2026-08-17 2026-08-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): August 17, 2026 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 17, 2026, Estrella Immunopharma, Inc. (the “Company”) received a written notification (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because the closing bid price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), was below $1.00 per share for 30 consecutive business days from July 6, 2026 through August 14, 2026, the Company no longer complies with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Letter has no immediate effect on the listing or trading of the Common Stock, which will continue to trade on The Nasdaq Capital Market under the symbol “ESLA,” subject to the Company’s compliance with the other continued listing requirements of Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until February 16, 2027 (the “Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Common Stock must be at least $1.00 per share for a minimum of ten consecutive business days during the compliance period, although Nasdaq may, in its discretion, require compliance for a longer period, generally no more than 20 consecutive business days. If the Company elects to implement a reverse stock split to regain compliance, the split must be completed no later than ten business days before the Compliance Date. If the Company does not regain compliance by the Compliance Date, it may be eligible for an additional 180-calendar-day compliance period if it satisfies the continued listing requirement for the market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, other than the Minimum Bid Price Requirement, and provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. If the Company is not eligible for an additional compliance period or Nasdaq concludes that the Company will not be able to cure the deficiency, Nasdaq will provide notice that the Common Stock is subject to delisting. The Company would then be entitled to appeal Nasdaq’s determination to a Nasdaq hearings panel. The Company intends to monitor the closing bid price of the Common Stock and evaluate available options to regain compliance with the Minimum Bid Price Requirement. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement within the applicable compliance period or otherwise maintain compliance with Nasdaq’s continued listing requirements. 1 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/ Peter Xu Name: Peter Xu Title: Chief Financial Officer Date: August 21, 2026 2