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Nasdaq puts Estrella (NASDAQ: ESLA) on 180-day clock to lift $1 share price

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Nasdaq notified the company that ESLA shares failed the $1.00 minimum bid price requirement for 30 consecutive business days, creating a risk of delisting after February 16, 2027 if compliance is not regained.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Minimum Bid Price Requirement $1.00 per share Required minimum closing bid price for continued listing on The Nasdaq Capital Market
Consecutive business days below $1.00 30 business days From July 6, 2026 through August 14, 2026 triggering the Nasdaq deficiency notice
Initial compliance period 180 calendar days Time given to regain minimum bid price compliance, ending February 16, 2027
Consecutive days needed at or above $1.00 10 business days Minimum period the closing bid must be at least $1.00 to regain compliance
Reverse split timing requirement 10 business days Any reverse stock split must be completed at least ten business days before the compliance date
Warrant exercise price $11.50 per share Exercise price of each whole warrant for one share of common stock
Par value of common stock $0.0001 per share Par value of Estrella Immunopharma, Inc. common stock
Potential additional compliance period 180 calendar days Possible second period if other Nasdaq listing standards are met
Minimum Bid Price Requirement market
"the Company no longer complies with the $1.00 minimum bid price requirement"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Capital Market market
"for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2)"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
reverse stock split financial
"If the Company elects to implement a reverse stock split to regain compliance"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
market value of publicly held shares market
"if it satisfies the continued listing requirement for the market value of publicly held shares"
The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What Nasdaq deficiency notice did Estrella Immunopharma (ESLA) receive?

Nasdaq notified Estrella that its common stock failed the $1.00 minimum bid price requirement after trading below $1.00 for 30 consecutive business days from July 6 through August 14, 2026, putting its Nasdaq Capital Market listing at risk.

How long does ESLA have to regain Nasdaq minimum bid price compliance?

Estrella has an initial 180-day period, until February 16, 2027, to regain compliance by achieving a closing bid price of at least $1.00 for a minimum of ten consecutive business days, or longer if Nasdaq so requires.

Is Estrella Immunopharma’s (ESLA) stock still trading on Nasdaq?

Yes. The company states the notice has no immediate effect on listing or trading. ESLA common stock continues to trade on the Nasdaq Capital Market, subject to meeting all other continued listing requirements.

What happens if ESLA does not regain Nasdaq bid price compliance by February 16, 2027?

If Estrella does not regain compliance by February 16, 2027 and does not qualify for a further 180-day period, Nasdaq may notify the company that its common stock is subject to delisting, which Estrella could then appeal to a Nasdaq hearings panel.

Can Estrella Immunopharma (ESLA) use a reverse stock split to meet Nasdaq rules?

Yes. The company states it may implement a reverse stock split to help meet the $1.00 minimum bid price requirement, but any such split must be completed no later than ten business days before the February 16, 2027 compliance date.

What listing standards besides bid price must ESLA meet for an extra compliance period?

To receive an additional 180-day compliance period, Estrella would need to meet Nasdaq’s initial listing standards for the Nasdaq Capital Market, including the continued listing requirement for the market value of publicly held shares, other than the minimum bid price requirement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): 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.

 

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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

 

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Filing Exhibits & Attachments

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