false
0001844417
0001844417
2025-09-23
2025-09-23
0001844417
ESLA:CommonStockParValue0.0001PerShareMember
2025-09-23
2025-09-23
0001844417
ESLA:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member
2025-09-23
2025-09-23
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):
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
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 |
|
|
2
