Failure to Satisfy Listing Rule (Form 8-K)

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.