Estrella Immunopharma holders ratify 2026 auditor

Estrella Immunopharma, Inc. reported the results of its Combined 2025/2026 Annual Meeting of Stockholders held virtually on June 29, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Estrella Immunopharma, Inc. reported the results of its Combined 2025/2026 Annual Meeting of Stockholders held virtually on June 29, 2026. Stockholders voted on one proposal: ratification of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

There were 43,034,228 shares of common stock outstanding and entitled to vote as of May 20, 2026, the record date. Holders of 30,351,608 shares were present or represented by proxy, representing approximately 70.5% of the eligible shares and establishing a quorum. Stockholders ratified the appointment of Macias Gini & O’Connell LLP with 30,351,203 votes for, 400 votes against, 5 abstentions and no broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding entitled to vote: 43,034,228 shares Shares present or by proxy: 30,351,608 shares Quorum percentage: 70.5% +4 more

7 metrics

Shares outstanding entitled to vote 43,034,228 shares Common stock as of May 20, 2026 record date

Shares present or by proxy 30,351,608 shares Shares represented at June 29, 2026 annual meeting

Quorum percentage 70.5% Portion of outstanding shares represented at meeting

Votes for auditor ratification 30,351,203 votes For Macias Gini & O’Connell LLP

Votes against auditor ratification 400 votes Against Macias Gini & O’Connell LLP

Abstentions on auditor ratification 5 votes Abstain on Proposal 1

Broker non-votes 0 Broker non-votes on Proposal 1

Key Terms

Emerging growth company, independent registered public accounting firm, record date, broker non-votes, +1 more

5 terms

Emerging growth company regulatory

"Emerging growth company Item 5.07. Submission of Matters to a Vote of Security Holders."

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.

independent registered public accounting firm financial

"ratified the appointment of Macias Gini & O’Connell LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

record date financial

"As of the close of business on May 20, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

broker non-votes financial

"For | | Against | | Abstain | Broker Non-Votes 30,351,203 | | 400 | | 5 | 0"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

quorum financial

"constituting approximately 70.5% of the shares of common stock outstanding and entitled to vote and a quorum for the transaction of business"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

FAQ

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

What did Estrella Immunopharma (ESLA) stockholders vote on at the 2026 annual meeting?

Stockholders voted on a single proposal: ratification of Macias Gini & O’Connell LLP as Estrella Immunopharma’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal was approved with an overwhelming majority of votes cast.

How many Estrella Immunopharma (ESLA) shares were entitled to vote at the annual meeting?

As of the May 20, 2026 record date, 43,034,228 shares of Estrella Immunopharma common stock were outstanding and entitled to vote. This figure represents the full voting base used to determine quorum and approval thresholds for the 2026 annual meeting.

What was shareholder turnout for Estrella Immunopharma’s 2026 annual meeting?

Holders of 30,351,608 shares of common stock were present or represented by proxy, representing approximately 70.5% of shares outstanding and entitled to vote. This turnout was sufficient to constitute a quorum and allow business to be transacted at the meeting.

How did Estrella Immunopharma (ESLA) investors vote on ratifying the auditor?

Investors strongly supported ratifying Macias Gini & O’Connell LLP, with 30,351,203 votes for, 400 votes against, and 5 abstentions. There were no broker non-votes, indicating all broker-held shares eligible to vote on this item were fully counted.

Who was appointed as Estrella Immunopharma’s independent registered public accounting firm for 2026?

Macias Gini & O’Connell LLP was ratified as Estrella Immunopharma’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification followed a shareholder vote at the Combined 2025/2026 Annual Meeting held June 29, 2026.

Where and how was Estrella Immunopharma’s 2026 annual meeting conducted?

The Combined 2025/2026 Annual Meeting of Stockholders was held on June 29, 2026, at 10:00 a.m. Eastern Time, using a virtual-only format via live audio webcast. Stockholders participated and voted by means of remote communication rather than in-person attendance.

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

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Accepted by SEC EDGAR 06/30/2026 - 05:29 PM

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): June 29, 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 5.07. Submission of Matters to a Vote of Security Holders.

Estrella Immunopharma, Inc. (the “Company”) held its Combined 2025/2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 29, 2026, at 10:00 a.m. Eastern Time by means of remote communication, in a virtual-only format, via live audio webcast.

As of the close of business on May 20, 2026, the record date for the Annual Meeting, there were 43,034,228 shares of the Company’s common stock outstanding and entitled to vote. Holders of 30,351,608 shares of common stock were present or represented by proxy at the Annual Meeting, constituting approximately 70.5% of the shares of common stock outstanding and entitled to vote and a quorum for the transaction of business.

One proposal was submitted to a vote of the Company’s stockholders at the Annual Meeting. The proposal is described in detail in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on May 27, 2026. The final voting results are set forth below.

Proposal 1— Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Macias Gini & O’Connell LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results were as follows:

For		Against		Abstain	Broker Non-Votes
30,351,203		400		5	0

There were no broker non-votes with respect to Proposal 1. Based on the final voting results, Proposal 1 was approved.

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: June 30, 2026

Source: View Original Filing on SEC EDGAR

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