Amendment: Estrella Immunopharma Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update
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| Item 1.01 | Entry into a Material Definitive Agreement |
On November 1, 2024, Estrella Immunopharma, Inc. (the “Company”) entered into a Consulting Agreement (the “Consulting Agreement”) with Cofame Investment Management Co. Ltd. (“Consultant” or “Cofame”), a company owned and controlled by Ms. Hong Zhang, the Chairperson and a director of the Company. The Consulting Agreement was reviewed and approved by the Audit Committee of the Company’s Board of Directors in accordance with the Company’s related party transactions policy.
Under the Consulting Agreement, Cofame will provide advisory and consultation services as requested by the Company, up to three days per week. The Consulting Agreement does not include Hong Zhang’s service as a director of the Company. In consideration for these consulting services, Cofame will receive an upfront cash payment of $55,000 and an annual consulting fee of $220,000, to be paid on at least a monthly basis. Additionally, Hong Zhang will be granted an option to purchase up to 1,000,000 shares of the Company’s common stock under the 2023 Omnibus Incentive Plan at the fair market value on the date of grant. The equity award vests with 25% of the shares becoming vested on August 1, 2025, and the remaining 75% vesting in equal monthly installments over the following 36 months, contingent upon Cofame’s continued provision of services as defined in the agreement.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Hong Zhang’s participation in the Consulting Agreement is disclosed as required by Item 404 of Regulation S-K due to the related party nature of the transaction. The Audit Committee has reviewed and approved the terms to ensure that the arrangement aligns with the best interests of the Company and its stockholders.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release issued by Estrella Immunopharma, Inc. on August 14, 2024 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on August 20, 2024). | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
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.
| ESTRELLA IMMUNOPHARMA, INC. | ||
| Date: November 7, 2024 | ||
| By: | /s/ Cheng Liu | |
| Name: | Cheng Liu | |
| Title: | Chief Executive Officer |