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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 |
|
|
