Estrella Immunopharma, Inc. filings document registration statement disclosures, material event reports, capital-structure matters, and governance updates for a clinical-stage biopharmaceutical issuer. The record includes S-1/A registration materials and Form 8-K reports covering securities purchase agreements, registered direct offering and private placement disclosures, common stock, pre-funded warrants, and Nasdaq-listed ESLAW warrants.
Other filings address clinical disclosures for the STARLIGHT-1 study of EB103, Nasdaq continued-listing compliance matters, board appointments, shareholder meeting obligations, emerging growth company status, operating and financial results, risk factors, and material agreements tied to Estrella's ARTEMIS T-cell therapy programs.
Estrella Immunopharma, Inc. CEO Cynthia Pussinen was granted options covering 1,000,000 common shares, with an exercise price of $0.43 per share. The options vest as to 25% on October 25, 2027, and the remaining 75% in 36 substantially equal monthly installments thereafter, subject to continued service through each vesting date. They expire November 2, 2036 and were granted under the 2023 Omnibus Incentive Plan, with advance approval by the Compensation Committee and Board of Directors in accordance with Rule 16b-3(d).
Estrella Immunopharma, Inc. (ESLA) identifies Cynthia Pussinen as its CEO and director; she reports no beneficial ownership of ESLA securities. No transactions are listed.
Estrella Immunopharma, Inc. (ESLA) appointed Cynthia Pussinen CEO, Class I director and Chairperson of the Board effective October 25, 2026. Cheng Liu, Ph.D., ceased serving as CEO and became Chief Scientific Officer, while remaining President and a director. Pussinen’s annual base salary is $250,000, rising automatically to $400,000, $450,000 and $525,000 when cumulative qualifying funding received after October 25, 2026 first exceeds $35.0 million, $55.0 million and $75.0 million, respectively; her bonus target is 60% of base salary for 2026 and 55% to 70% thereafter.
Her agreement also provides for an option to purchase 1,000,000 common shares with a ten-year term, vesting 25% on October 25, 2027 and the remainder in 36 equal monthly installments, subject to continued service. Cheng Liu’s and CFO Jiandong (Peter) Xu’s amended agreements align salary, bonus, benefits and severance terms with hers; their adjusted base salaries remain deferred without interest pending additional financing. Separately, the Board proposed a charter amendment for stockholder approval at the 2027 annual meeting that would eliminate its authority to leave a director class unoccupied and require the three classes to be as nearly equal in number as possible.
Estrella Immunopharma, Inc. (ESLA) reported receiving a notice from Nasdaq on September 1, 2026 that it no longer meets the Nasdaq Capital Market’s minimum $35,000,000 market value of listed securities requirement, after its MVLS stayed below that level for 30 consecutive business days.
Nasdaq also noted that the company does not meet the alternative standards for stockholders’ equity of at least $2,500,000 or net income of at least $500,000. ESLA has 180 calendar days, until March 1, 2027, to regain compliance by having MVLS at or above $35,000,000 for at least ten consecutive business days. Its common stock and warrants continue to trade on the Nasdaq Capital Market during this compliance period.
Estrella Immunopharma, Inc. (ESLA) reported that CEO and director Liu Cheng exercised stock options for 100,000 shares of common stock on 2026-08-25 at an exercise price of $0.815 per share. Following the exercise, Cheng directly holds 397,437 shares of common stock and 900,000 incentive stock options related to this award remain outstanding.
The options were granted on 2024-10-30 under the 2023 Omnibus Incentive Plan, with 25% immediately exercisable at grant and the remainder vesting in equal monthly installments of 1/48th of the total award; the options exercised were vested.
Estrella Immunopharma, Inc. (ESLA) reported that its Chief Financial Officer, Jiandong Xu, exercised 100,000 Incentive Share Options on 2026-08-18 at an exercise price of $0.815 per share, receiving an equal number of common shares. Following the exercise, Xu directly holds 365,488 shares of common stock and 390,796 incentive share options. The options exercised were granted on 2024-10-30 under the 2023 Omnibus Incentive Plan and were vested as to the shares exercised.
Estrella Immunopharma, Inc. (ESLA) reported that on August 17, 2026 it received a Nasdaq notice that its common stock no longer meets the $1.00 minimum bid price requirement, after trading below $1.00 for 30 consecutive business days from July 6 through August 14, 2026. The stock continues to trade on the Nasdaq Capital Market under “ESLA” while the company has 180 calendar days, until February 16, 2027, to regain compliance by having a closing bid of at least $1.00 for at least ten consecutive business days, or longer at Nasdaq’s discretion. Estrella may use tools such as a reverse stock split, which would need to be completed at least ten business days before the compliance deadline, and could receive an additional 180-day period if it meets other Nasdaq listing standards. The company plans to monitor its share price and evaluate options, but states there is no assurance it will regain or maintain compliance.
Armistice Capital, LLC and Steven Boyd report a 4.99% beneficial ownership stake in Estrella Immunopharma, Inc. common stock. They report beneficial ownership of 2,051,409 shares of common stock with no sole voting or dispositive power and shared voting and dispositive power over all 2,051,409 shares. The shares are held directly by Armistice Capital Master Fund Ltd., for which Armistice Capital acts as investment manager under an Investment Management Agreement. Steven Boyd, as managing member of Armistice Capital, may also be deemed to beneficially own these securities. The Master Fund has the right to receive dividends and sale proceeds from the reported securities.
Estrella Immunopharma, Inc. is a clinical-stage biotech focused on T‑cell therapies EB103 and EB104 and has not generated product revenue. For the quarter ended June 30, 2026 it reported a net loss of $2.3 million, and a $4.6 million net loss for the six‑month period.
Six‑month research and development expense was $2.8 million and general and administrative expense $1.5 million, largely driven by clinical trial services from related‑party Eureka and professional fees. A $0.3 million non‑cash loss arose from remeasurement of derivative liabilities tied to True‑Up share features.
Liquidity is constrained: cash and cash equivalents were $146,670 at June 30, 2026 versus current liabilities of $9.3 million, including about $8.3 million owed to Eureka under the STARLIGHT‑1 Statement of Work. Management states there is substantial doubt about the company’s ability to continue as a going concern without additional financing.
Estrella Immunopharma, Inc. reported the results of its Combined 2025/2026 Annual Meeting of Stockholders held virtually on June 29, 2026. Stockholders voted on one proposal: ratification of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
There were 43,034,228 shares of common stock outstanding and entitled to vote as of May 20, 2026, the record date. Holders of 30,351,608 shares were present or represented by proxy, representing approximately 70.5% of the eligible shares and establishing a quorum. Stockholders ratified the appointment of Macias Gini & O’Connell LLP with 30,351,203 votes for, 400 votes against, 5 abstentions and no broker non-votes.