Estrella Immunopharma SEC Filings

Estrella Immunopharma, Inc. filed Amendment No. 2 to its Form S-1 registration statement as an exhibits-only update. The amendment leaves the substantive disclosure in the registration statement unchanged and focuses on updating the list of exhibits.

The filing itemizes corporate documents such as the amended and restated charter and bylaws, various merger and financing agreements, equity incentive plans, employment agreements, and a warrant agreement, largely incorporated by reference from earlier filings. It also includes the legal opinion from Winston & Strawn LLP, consents from current and former auditors, XBRL-related exhibits, and powers of attorney.

The amendment is signed on behalf of Estrella Immunopharma by Chief Executive Officer Cheng Liu and lists the company’s principal officers and directors, confirming their authorization of the registration statement.

Estrella Immunopharma, Inc. is registering up to 9,236,141 shares of common stock for resale by existing selling stockholders, including shares already issued, contingent “true-up” and reset shares, and shares issuable upon exercise of warrants from recent private placements. The registered resale shares represent approximately 22.0% of total common stock outstanding as of January 11, 2026, creating potential stock overhang as these holders may sell over time.

Estrella will not receive proceeds from stockholder resales under this prospectus. A significant portion of the shares was or may be issued at effective prices below recent trading levels, which may incentivize sales at market prices. The company remains a clinical-stage, loss‑making cell therapy developer focused on its lead candidate EB103 for relapsed or refractory B‑cell malignancies, with an accumulated deficit of about $36.4 million as of September 30, 2025 and a disclosed need for substantial additional funding. Estrella is controlled by Eureka Therapeutics, which holds about 60.1% of the voting power.

Estrella Immunopharma, Inc. reported that on January 7, 2026 it received a notice from Nasdaq stating the company is not in compliance with Nasdaq Listing Rule 5620(a) because it has not held an annual meeting of shareholders within the required time period. The letter gives Estrella 45 calendar days to submit a plan to regain compliance.

The company plans to submit this compliance plan within the deadline and is currently planning to hold an annual shareholder meeting in April 2026. Estrella expects to discuss with Nasdaq whether this meeting will restore compliance or if additional actions will be required. The notice does not immediately affect the listing or trading of the company’s common stock or warrants on Nasdaq.

Estrella Immunopharma, Inc. entered into a securities purchase agreement for a registered direct offering and concurrent private placement that together generated approximately $8.0 million in gross proceeds. The company sold 4,063,290 shares of common stock and issued pre-funded warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.00001 per share.

Each common share and each pre-funded warrant was paired with one and a half PIPE common warrants, with common units priced at $1.58 and pre-funded units at $1.57999. The PIPE common warrants are exercisable for up to 7,594,935 shares at $1.39 per share, are immediately exercisable, and expire five years after issuance, subject to a 4.99% or 9.99% ownership cap. The company plans to use net proceeds for general corporate purposes and working capital and agreed to register the resale of PIPE warrant shares under a future resale registration statement.

Estrella Immunopharma (ESLA) reported that it completed the second dose cohort in the Phase I portion of its STARLIGHT-1 Phase I/II clinical trial of EB103. The company announced the milestone via a press release dated November 3, 2025, which is furnished as Exhibit 99.1 to this report.

Estrella Immunopharma director Jia Dengyao filed an initial Form 3 reporting no securities beneficially owned in the company. The form lists Dengyao's relationship to the issuer as a director and provides a business address. Table entries indicate there are no non-derivative or derivative holdings to report, and the reporting person signed the filing certifying the accuracy of the statement.

Estrella Immunopharma, Inc. reported that Nasdaq has confirmed the company is back in full compliance with key continued listing rules. The first Nasdaq letter states Estrella has regained compliance with the minimum bid price requirement, after the company’s common stock maintained a closing bid of at least $1.00 per share for 10 consecutive business days from September 9, 2025 through September 22, 2025. Nasdaq now considers this bid-price matter closed.

The second Nasdaq letter confirms Estrella has also regained compliance with the minimum market value of listed securities requirement, as its market value of listed securities was at least $35,000,000 for 17 consecutive business days from August 28, 2025 through September 22, 2025. With both issues resolved, the company’s Nasdaq listing is no longer under these compliance deficiencies.

Estrella Immunopharma, Inc. reported a change in its leadership structure. On September 22, 2025, the Board of Directors appointed Jia Dengyao as a member of the Board, effective immediately. As of this report, he has not been appointed, and is not expected to be appointed, to any Board committees.

In connection with his appointment, the Company entered into an indemnification agreement with Mr. Jia on substantially similar terms as those provided to its other non-employee directors. This agreement commits Estrella Immunopharma to cover certain reasonable expenses, such as attorneys’ fees, court costs, and expert fees, that Mr. Jia may incur in actions or proceedings arising from his service as a director or in roles he undertakes at the Company’s request.