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    Estrella Immunopharma Inc. filed SEC Form 8-K: Other Events

    12/16/24 4:00:25 PM ET
    $ESLA
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $ESLA alert in real time by email
    false 0001844417 0001844417 2024-12-16 2024-12-16 0001844417 ESLA:CommonStockParValue0.0001PerShareMember 2024-12-16 2024-12-16 0001844417 ESLA:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member 2024-12-16 2024-12-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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)

     

    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.

     

    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.

     

    1

     

     

    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.
       
      By: /s/ Peter Xu
      Name: Peter Xu
      Title: Chief Financial Officer
         
    Date: December 16, 2024    

     

     

    2

     

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