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): January 7, 2026

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 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 compliance plan procedures under Nasdaq Listing Rule 5810(c)(2)(G).

The Letter states that the Company has 45 calendar days to submit a plan to regain compliance. The Company intends to submit its compliance plan within the required timeframe and is currently planning to convene an annual meeting of shareholders in April 2026. The Company expects to consult with Nasdaq regarding whether holding the annual meeting currently anticipated for April 2026 will restore compliance with Nasdaq Listing Rule 5620(a) or whether Nasdaq will require any additional action. There can be no assurance that Nasdaq will accept the Company’s compliance plan or that the Company will regain compliance within any exception period that may be granted.

The Letter has no immediate effect on the listing or trading of the Company’s securities on Nasdaq.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the Company’s intent to submit a compliance plan to Nasdaq, the timing of an annual meeting of shareholders, and the Company’s expectations regarding regaining compliance with Nasdaq’s listing rules. Forward-looking statements generally may be identified by words such as “may,” “will,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” “potential,” “continue,” and similar expressions. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. The Company undertakes no obligation to update any forward-looking statements, except as required by law. 

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.