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): ~~September~~November 233, 2025

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 8.01 Other Events.

On ~~September~~November 233, 2025, Estrella Immunopharma, Inc. (the “Company”) ~~received~~issued ~~two~~a ~~letters~~press ~~from~~release announcing the ~~Listing~~successful ~~Qualifications~~completion ~~Department~~ of ~~The~~the ~~Nasdaq~~second ~~Stock~~dose ~~Market~~cohort ~~LLC~~in ~~(“Nasdaq”) indicating that~~ the ~~Company~~Phase ~~has~~I ~~regained~~portion ~~compliance~~of ~~with~~its ~~certain~~STARLIGHT-1 ofPhase I/II ~~Nasdaq’s~~clinical ~~continued~~trial ~~listing~~of ~~requirements~~EB103.

~~The~~A ~~first~~copy ~~letter~~of ~~confirmed~~ the ~~Company~~press ~~has~~release ~~regained~~is ~~compliance~~attached ~~with the~~as ~~minimum~~Exhibit ~~bid~~99.1 ~~price~~to ~~requirement~~this ~~set~~Current Report ~~forth~~on inForm ~~Nasdaq~~8-K ~~Listing~~and ~~Rule~~is ~~5550(a)(2).~~incorporated Asherein ~~previously~~by ~~disclosed~~reference. inThe ainformation ~~Current~~in ~~Report~~this onItem ~~Form~~ 8~~-K filed~~.01, ~~with~~including ~~the~~Exhibit ~~Securities~~99.1, is being furnished and ~~Exchange~~shall ~~Commission~~not onbe ~~May~~deemed 2,“filed” ~~2025,~~for ~~the~~purposes ~~Company~~of ~~was~~Section ~~notified~~18 byof ~~Nasdaq~~the onSecurities ~~April~~Exchange ~~30,~~Act ~~2025~~of 1934, ~~that~~as itamended ~~was~~(the ~~not~~“Exchange inAct”), ~~compliance~~or ~~with~~otherwise ~~this~~subject ~~requirement.~~to ~~The~~the ~~letter~~liabilities ~~from~~of ~~Nasdaq~~that ~~states~~section, ~~that~~nor ~~for~~shall ~~the~~it 10be ~~consecutive~~deemed ~~business~~incorporated ~~days~~by ~~from~~reference ~~September~~in 9,any ~~2025,~~filing ~~through~~under ~~September~~the ~~22,~~Securities ~~2025,~~Act ~~the~~of ~~closing~~1933, ~~bid~~as ~~price~~amended, ofor the ~~Company’s~~Exchange ~~common~~Act, ~~stock~~except ~~was~~as ~~$1.00~~expressly ~~per~~set ~~share~~forth orby ~~greater.~~specific ~~Accordingly,~~reference ~~Nasdaq~~in ~~considers this~~such ~~matter~~a ~~closed~~filing.

~~The~~Item ~~second letter confirmed the Company has regained compliance with the minimum market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2)~~9.01. AsFinancial ~~previously~~Statements ~~disclosed in a Current Report on Form 8-K filed with the Securities~~ and Exchange Commission on August 7, 2025, the Company was notified by Nasdaq on August 1, 2025, that it was not in compliance with this requirement. The letter from Nasdaq states that for the 17 consecutive business days from August 28, 2025, through September 22, 2025, the Company’s market value of listed securities was $35,000,000 or greater. Accordingly, Nasdaq considers this matter closedExhibits

1(d) Exhibits

SIGNATURES

Exhibit No.		Description
99.1		Press Release issued by Estrella Immunopharma, Inc., dated November 3, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~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.~~1

	Estrella Immunopharma, Inc.
	By:	/s/ Cheng Liu
	Name:	Cheng Liu
	Title:	Chief Executive Officer
Date: September 29, 2025

SIGNATURES

2Pursuant 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/ Cheng Liu
	Name:	Cheng Liu
	Title:	Chief Executive Officer

Date: November 6, 2025

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