Estrella Immunopharma (NASDAQ: ESLA) restores Nasdaq bid price and $35M value compliance

Rhea-AI Filing Summary

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.

Positive

• Nasdaq minimum bid price compliance regained: Estrella’s common stock closed at or above $1.00 per share for 10 consecutive business days from September 9–22, 2025, and Nasdaq considers the bid-price deficiency matter closed.
• Nasdaq market value requirement restored: The company’s market value of listed securities was at least $35,000,000 for 17 consecutive business days from August 28–September 22, 2025, leading Nasdaq to close this deficiency as well.
• Nasdaq listing risk reduced: With both bid price and market value issues resolved, Estrella is back in compliance with these continued listing standards on The Nasdaq Stock Market LLC.

Negative

• None.

Insights

Equity & Listing Standards Analyst

Nasdaq compliance restored, easing prior delisting risk over price and market value.

Estrella Immunopharma has resolved two separate Nasdaq deficiencies tied to minimum bid price and market value of listed securities. The stock maintained a closing bid of at least $1.00 per share for 10 consecutive business days from September 9–22, 2025, satisfying Nasdaq Listing Rule 5550(a)(2). Separately, its market value of listed securities was at least $35,000,000 for 17 consecutive business days from August 28–September 22, 2025, meeting Nasdaq Listing Rule 5550(b)(2).

Nasdaq has deemed both matters closed, which removes the immediate overhang from potential delisting tied to these metrics. That stabilizes Estrella’s position on The Nasdaq Stock Market LLC and preserves access to that trading venue. Future disclosures in company filings will show whether the company continues to meet these thresholds over time.

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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): September 23, 2025

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 8.01 Other Events.

On September 23, 2025, Estrella Immunopharma, Inc. (the “Company”) received two letters from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company has regained compliance with certain of Nasdaq’s continued listing requirements.

The first letter confirmed the Company has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2025, the Company was notified by Nasdaq on April 30, 2025, that it was not in compliance with this requirement. The letter from Nasdaq states that for the 10 consecutive business days from September 9, 2025, through September 22, 2025, the closing bid price of the Company’s common stock was $1.00 per share or greater. Accordingly, Nasdaq considers this matter closed.

The second letter confirmed the Company has regained compliance with the minimum market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2). As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2025, the Company was notified by Nasdaq on August 1, 2025, that it was not in compliance with this requirement. The letter from Nasdaq states that for the 17 consecutive business days from August 28, 2025, through September 22, 2025, the Company’s market value of listed securities was $35,000,000 or greater. Accordingly, Nasdaq considers this matter closed

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/ Cheng Liu
	Name:	Cheng Liu
	Title:	Chief Executive Officer
Date: September 29, 2025

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FAQ

What did Estrella Immunopharma (ESLA) disclose in this Form 8-K?

Estrella Immunopharma, Inc. disclosed that it received two letters from Nasdaq confirming the company has regained compliance with the minimum bid price and minimum market value of listed securities continued listing requirements.

How did Estrella Immunopharma regain Nasdaq minimum bid price compliance?

Nasdaq confirmed Estrella regained minimum bid price compliance because the closing bid price of its common stock was at least $1.00 per share for 10 consecutive business days from September 9, 2025 through September 22, 2025.

What market value requirement did Estrella Immunopharma meet to satisfy Nasdaq rules?

Estrella met Nasdaq’s minimum market value of listed securities requirement because 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.

Are Nasdaq’s prior deficiency notices against Estrella Immunopharma still active?

No. Nasdaq’s letters state that both the minimum bid price and minimum market value of listed securities deficiencies are now considered closed.

Which Nasdaq listing rules are referenced in Estrella Immunopharma’s 8-K?

The 8-K references Nasdaq Listing Rule 5550(a)(2) for the minimum bid price requirement and Nasdaq Listing Rule 5550(b)(2) for the minimum market value of listed securities requirement.

On which market is Estrella Immunopharma’s common stock listed and under what symbol?

Estrella Immunopharma’s common stock is listed on The Nasdaq Stock Market LLC under the trading symbol ESLA.