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): August 1, 2025

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 3.01 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 not met this requirement for the 30 consecutive business days preceding the date of the notice. The notice indicated the period of non-compliance was from June 13, 2025, to July 31, 2025. The notice also noted that the Company does not meet the alternative continued listing requirements under Nasdaq Listing Rules 5550(b)(1) and 5550(b)(3).

The notification letter has no immediate effect on the listing of the Company’s securities.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a compliance period of 180 calendar days, or until January 28, 2026, 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 this 180-day period.

The Company intends to actively monitor its MVLS and will consider available options to regain compliance with the Nasdaq continued listing requirements. There can be no assurance that the Company will be able to regain compliance with the MVLS requirement or maintain compliance with other Nasdaq listing requirements.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, including statements regarding the Company’s ability to regain compliance with the Nasdaq continued listing standards. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from those projected. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this Current Report on Form 8-K.

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.