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,…

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 c…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On January 5, 2026, Estrella Immunopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with a healthcare-focused institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor (a) in a registered direct offering (the “Registered Direct Offering”) (i) 4,063,290 shares (the “Shares”) of common stock, par value $0.0…

Unregistered Sales of Equity Securities. The information set forth in

Director — Jia Dengyao: Appointment of Jia Dengyao as a member of the Board.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 1, 2025, Estrella Immunopharma, Inc. (the “ Company ”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(2), which requires listed securities to maintain a minimum Market Value of Listed Securities (“ MVLS ”) of $35,000,000. The Company has…

Other Events On June 3, 2025, the Company issued a press release announcing the pricing of the Private Placement. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or…

Based in part upon the representations of the Purchasers in the Purchase Agreement, the offering and sale of the securities issued in the Private Placement is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Entry into a Material Definitive Agreement On May 30, 2025, Estrella Immunopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell in a private placement offering (the “Private Placement”) an aggregate of 2,233,334 shares of common stock of the Company at a purchase price of $1.50 per share for gross proceeds of approximately $3.35 million, before the…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 30, 2025, Estrella Immunopharma, Inc. (the “Company”) received a letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) therein stating that for the 30 consecutive business day period between March 14, 2025 through April 28, 2025, the common stock of the Company had not maintained a minimum closing bid price of $1.00 per share required for contin…

Entry into a Material Definitive Agreement. On December 5, 2024, Estrella Immunopharma, Inc. (the “ Company ”) entered into Amendment No. 2 (the “ Amendment ”) to the Common Stock Purchase Agreement dated April 20, 2023, as previously amended on April 26, 2023 (the “ Purchase Agreement ”), with White Lion Capital, LLC (“ White Lion ”). pursuant to which the Company may sell and issue up to $50 million of its common stock to White Lion from time to time, subject to certain terms and conditions…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On November 19, 2024, Estrella Immunopharma, Inc. (the “Company”) received a letter (the “Stockholders’ Equity Requirement Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it was not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market as set forth in…

Director, President, and Chief Executive Officer — Dr. Cheng Liu: Dr. Cheng Liu's employment agreement was renewed with specified compensation and benefits.

Chairperson and Director — Ms. Hong Zhang: Appointment of Ms. Hong Zhang as Chairperson and Director, increasing the Board size from five to six directors.

Entry into a Material Definitive Agreement. On May 13, 2024, Estrella Immunopharma, Inc. (the “Company”), Estrella Biopharma, Inc. (“Estrella”), a wholly-owned subsidiary of the Company and the sole operating subsidiary of the Company, and Eureka Therapeutics, Inc. (“Eureka”), the controlling shareholder of the Company, entered into Amendment No. 1 to the Statement of Work (“Amendment No. 1”), effective as of March 4, 2024, which amends Statement of Work #001 (the “SOW”), dated and effective…

Other Events. Estrella Immunopharma, Inc. (the “Company”) is filing this Current Report on Form 8-K (“Current Report”) to provide further detail on the expected timing and method of the Company’s share repurchases to be made pursuant to the authorization of its board of directors to repurchase up to $1,000,000 of the Company’s common stock as previously announced in the Company’s press release issued on January 30, 2024 and included as Exhibit 99.1 to the Company’s Form 8-K filed on the same…

Entry into a Material Definitive Agreement. On March 4, 2024, Estrella Immunopharma, Inc. (the “ Company ”), Estrella Biopharma, Inc. (“ Estrella Biopharma ”), a wholly-owned and sole operating subsidiary of the Company, and Eureka Therapeutics, Inc. (“ Eureka ”), the controlling shareholder of the Company, entered into Statement of Work No. 001 (“ SOW ”) relating to the clinical trial services to be performed by Eureka in connection with the Phase I/II clinical trial of Estrella Biopharma’s…

Changes in Registrant’s Certifying Accountant (a) Dismissal of Independent Registered Public Accounting Firm Estrella Immunopharma, Inc. (the “Company”), at the direction of the Board of Directors of the Company (the “Board”), and upon the recommendation of the Audit Committee of the Board, dismissed its independent registered public accountant Marcum LLP (“Marcum”), effective as of January 30, 2024. Marcum was initially engaged on November 3, 2022 by Estrella Biopharma, Inc. (“Estrella”), th…

Other Events On January 30, 2024, Estrella Immunopharma, Inc. issued a press release announcing that its board of directors has authorized share repurchases of up to $1 million of its common stock. The authorization does not constitute a formal or binding commitment to make any share repurchases and the timing, amount and method of any share repurchases made pursuant to the authorization will be determined at a future date depending on market conditions and other factors. A copy of the press…