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Estrella Immunopharma gets Nasdaq deficiency notice

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Estrella Immunopharma, Inc. (ESLA) reported receiving a notice from Nasdaq on September 1, 2026 that it no longer meets the Nasdaq Capital Market’s minimum $35,000,000 market value of listed securities requirement, after its MVLS stayed below that level for 30 consecutive business days.

Nasdaq also noted that the company does not meet the alternative standards for stockholders’ equity of at least $2,500,000 or net income of at least $500,000. ESLA has 180 calendar days, until March 1, 2027, to regain compliance by having MVLS at or above $35,000,000 for at least ten consecutive business days. Its common stock and warrants continue to trade on the Nasdaq Capital Market during this compliance period.

Positive

  • None.

Negative

  • Nasdaq non-compliance notice: ESLA’s market value of listed securities stayed below $35,000,000 for 30 consecutive business days, triggering a Nasdaq deficiency notice and creating a risk of potential delisting if compliance is not regained by March 1, 2027.

Filing Explained

The notice remains in its 180-day compliance period; if Estrella Immunopharma has not met the market-value test by March 1, 2027, Nasdaq will notify it that its securities are subject to delisting, and the company may appeal that determination to a Nasdaq hearings panel.

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 market value of listed securities (MVLS) requirement $35,000,000 Required MVLS for continued listing on the Nasdaq Capital Market under Rule 5550(b)(2)
Deficiency measurement period 30 business days MVLS was below $35,000,000 from July 21, 2026 through August 31, 2026
Compliance period length 180 calendar days Time allowed to regain compliance, ending March 1, 2027
MVLS compliance trading requirement 10 business days MVLS must be at or above $35,000,000 for at least ten consecutive business days
Alternative stockholders’ equity standard $2,500,000 Minimum stockholders’ equity under Nasdaq Listing Rule 5550(b)(1), which ESLA does not meet
Alternative net income standard $500,000 Required net income from continuing operations under Nasdaq Listing Rule 5550(b)(3), which ESLA does not meet
Compliance deadline March 1, 2027 Date by which ESLA must regain compliance with the MVLS requirement
market value of the Company’s listed securities financial
"because the market value of the Company’s listed securities (“MVLS”) was below"
Nasdaq Listing Rule 5550(b)(2) regulatory
"requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2)"
continued listing requirements regulatory
"subject to the Company’s compliance with the other continued listing requirements of Nasdaq"
Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.
compliance period regulatory
"the Company has been provided a compliance period of 180 calendar days"
A compliance period is a defined stretch of time during which a company must meet specific legal, regulatory, or contractual rules and reporting requirements. Think of it like a scheduled inspection window or a homework deadline: failing to satisfy the rules within that window can trigger fines, restrictions, or extra oversight, so investors watch compliance periods as signals of near-term legal risk, potential costs, and impacts on a company’s operations or cash flow.
Nasdaq Capital Market market
"continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(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.

FAQ

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

What Nasdaq deficiency did Estrella Immunopharma (ESLA) disclose?

ESLA disclosed a Nasdaq notice stating its market value of listed securities was below $35,000,000 for 30 consecutive business days through August 31, 2026, meaning it no longer meets the minimum MVLS requirement for continued listing on the Nasdaq Capital Market.

How long does ESLA have to regain Nasdaq listing compliance?

ESLA has 180 calendar days, until March 1, 2027, to regain compliance with the MVLS requirement. It must achieve a market value of listed securities of at least $35,000,000 for a minimum of ten consecutive business days within this period.

Does Estrella Immunopharma still meet Nasdaq’s alternative listing standards?

No. Nasdaq’s letter states ESLA does not meet the alternative continued listing standards of stockholders’ equity of at least $2,500,000 or net income from continuing operations of at least $500,000 in the most recent year or in two of the last three years.

Is ESLA’s stock being delisted from Nasdaq now?

No. The notice has no immediate effect on ESLA’s listing. Its common stock continues to trade on the Nasdaq Capital Market under the symbol “ESLA”, and its warrants under “ESLAW”, during the compliance period, subject to meeting other listing requirements.

What happens if ESLA fails to regain Nasdaq compliance by March 1, 2027?

If ESLA does not regain compliance by March 1, 2027, Nasdaq will issue a written notification that its securities are subject to delisting. ESLA would then have the right to appeal that determination to a Nasdaq hearings panel.

What actions does Estrella Immunopharma plan regarding the Nasdaq notice?

The company states that it intends to monitor its market value of listed securities and evaluate available options to regain compliance with the MVLS requirement. It also notes there is no assurance it will regain or maintain compliance.

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): September 1, 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 September 1, 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 market value of the Company’s listed securities (“MVLS”) was below $35,000,000 for 30 consecutive business days from July 21, 2026 through August 31, 2026, the Company no longer complies with the minimum MVLS requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). The Letter also noted that the Company does not meet the alternative continued listing standards under Nasdaq Listing Rule 5550(b)(1) (stockholders’ equity of at least $2,500,000) or Nasdaq Listing Rule 5550(b)(3) (net income from continuing operations of at least $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years). The Letter has no immediate effect on the listing or trading of the Company’s common stock, par value $0.0001 per share (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)(C), the Company has been provided a compliance period of 180 calendar days, or until March 1, 2027 (the “Compliance Date”), to regain compliance with the MVLS Requirement. To regain compliance, the Company’s MVLS must close at $35,000,000 or more for a minimum of ten consecutive business days at any time 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 does not regain compliance by the Compliance Date, Nasdaq will provide written notification that the Company’s securities are subject to delisting, at which time the Company may appeal Nasdaq’s determination to a Nasdaq hearings panel.

 

The Company intends to monitor its MVLS and to evaluate available options to regain compliance with the MVLS Requirement. There can be no assurance that the Company will regain compliance with the MVLS Requirement within the applicable compliance period or otherwise maintain compliance with Nasdaq’s other continued listing requirements.

 

 

 

 

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: September 8, 2026

 

 

 

Filing Exhibits & Attachments

4 documents

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