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): December 16, 2024

Estrella Immunopharma, Inc.

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act.

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 8.01. Other Events.

As previously disclosed, on November 19, 2024, Estrella Immunopharma, Inc. (the “Company”) received a notification letter (the “Stockholders’ Equity Requirement Notice”) from the Nasdaq Stock Market LLC (“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 Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”). On December 11, 2024, the Company received a notification letter from Nasdaq stating that for the last 10 consecutive business days, from November 25, 2024 to December 10, 2024, the Company’s market value of listed securities has been $35,000,000 or greater. Accordingly, the Company has regained compliance with the Stockholders’ Equity Requirement, and this matter is now closed.

Additionally, as previously disclosed, on November 19, 2024, the Company received a notification letter (the “Minimum Bid Price Deficiency Notice”) from Nasdaq notifying the Company that it was not in compliance with Nasdaq’s Listing Rule 5550(a)(2), as the minimum bid price of the Company’s common stock has been below $1.00 per share for 30 consecutive business days (the “Minimum Bid Price Requirement”). On December 11, 2024, the Company received a notification letter from Nasdaq stating that for the last 10 consecutive business days, from November 25, 2024 to December 10, 2024, the closing bid price of the Company’s common stock has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with the Minimum Bid Price Requirement, and this matter is now closed.

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.

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