Estrella Immunopharma gets Nasdaq meeting notice

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.

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Nasdaq noncompliance notice for missed annual meeting under Listing Rule 5620(a) introduces listing risk if Estrella fails to restore compliance within the allowed process.

Insights

Equity governance and listing standards analyst

Nasdaq noncompliance notice creates listing risk if the company cannot quickly cure.

Estrella Immunopharma has been notified by Nasdaq that it failed to meet Listing Rule 5620(a) by not holding an annual shareholder meeting within the required timeframe. Nasdaq has provided 45 calendar days for the company to submit a compliance plan, which is a standard first step before any escalation toward suspension or delisting.

The company states it intends to submit this plan and is currently planning an annual meeting in April 2026, but there is no assurance Nasdaq will accept this approach or that compliance will be fully restored. Until Nasdaq acts on the plan, trading of the common stock and warrants continues without immediate impact, yet the possibility of further Nasdaq actions remains if the company does not satisfy the rule.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Estrella Immunopharma (ESLA) receive a Nasdaq notice?

Estrella Immunopharma received a letter from Nasdaq on January 7, 2026 stating it 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.

How long does Estrella Immunopharma (ESLA) have to regain Nasdaq compliance?

The Nasdaq letter gives Estrella Immunopharma 45 calendar days to submit a plan to regain compliance with Listing Rule 5620(a) regarding its annual shareholder meeting.

What actions is Estrella Immunopharma (ESLA) planning to take in response to the Nasdaq notice?

The company intends to submit a compliance plan within the 45-day period and is currently planning to convene an annual meeting of shareholders in April 2026, while consulting with Nasdaq on whether this will restore compliance.

Does the Nasdaq noncompliance letter immediately affect ESLA stock or warrants?

The company states that the Nasdaq letter has no immediate effect on the listing or trading of Estrella Immunopharma’s common stock or warrants on The Nasdaq Stock Market LLC.

Could Estrella Immunopharma (ESLA) still face delisting from Nasdaq?

The company notes there can be no assurance that Nasdaq will accept its compliance plan or that it will regain compliance within any exception period that may be granted, so the possibility of further Nasdaq actions remains.

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

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Accepted by SEC EDGAR 01/13/2026 - 05:21 PM Learn about SEC filing dates

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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): January 7, 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 January 7, 2026, Estrella Immunopharma, Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5620(a) because the Company has not held an annual meeting of shareholders within the required time period. The Letter also referenced the compliance plan procedures under Nasdaq Listing Rule 5810(c)(2)(G).

The Letter states that the Company has 45 calendar days to submit a plan to regain compliance. The Company intends to submit its compliance plan within the required timeframe and is currently planning to convene an annual meeting of shareholders in April 2026. The Company expects to consult with Nasdaq regarding whether holding the annual meeting currently anticipated for April 2026 will restore compliance with Nasdaq Listing Rule 5620(a) or whether Nasdaq will require any additional action. There can be no assurance that Nasdaq will accept the Company’s compliance plan or that the Company will regain compliance within any exception period that may be granted.

The Letter has no immediate effect on the listing or trading of the Company’s securities on Nasdaq.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the Company’s intent to submit a compliance plan to Nasdaq, the timing of an annual meeting of shareholders, and the Company’s expectations regarding regaining compliance with Nasdaq’s listing rules. Forward-looking statements generally may be identified by words such as “may,” “will,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” “potential,” “continue,” and similar expressions. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. The Company undertakes no obligation to update any forward-looking statements, except as required by law. 

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: January 13, 2026