Estrella Immunopharma Inc.

08/26/2026 | Press release | Distributed by Public on 08/26/2026 17:24

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Liu Cheng
2. Issuer Name and Ticker or Trading Symbol
Estrella Immunopharma, Inc. [ESLA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
C/O ESTRELLA IMMUNOPHARMA, INC., 5858 HORTON STREET, SUITE 370
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026
(Street)
EMERYVILLE, CA 94608
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 per share 08/25/2026 08/25/2026 M 100,000 A $0.815(1) 397,437(2) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option(3) $0.815 08/25/2026 08/25/2026 M 100,000 10/31/2024(3) 10/29/2034 Common Stock 100,000 $ 0 (4) 900,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Liu Cheng
C/O ESTRELLA IMMUNOPHARMA, INC.
5858 HORTON STREET, SUITE 370
EMERYVILLE, CA 94608
X CEO

Signatures

Vivien Chan 08/26/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents the exercise price per share paid by the Reporting Person upon the exercise of the stock options reported in Table II.
(2) Reflects the 297,437 shares of Common Stock directly beneficially owned as reported on the Reporting Person's most recent Form 4, plus the 100,000 shares acquired upon the reported exercise.
(3) Represents incentive share options granted to the Reporting Person on October 30, 2024 under the Issuer's 2023 Omnibus Incentive Plan, of which twenty-five percent (25%) was immediately exercisable on the date of grant, with the remainder vesting in equal monthly installments of 1/48th of the total award on each monthly anniversary of October 30, 2024. The options were vested as to the shares exercised.
(4) Not applicable. The reported transaction is the exercise of the stock option for the exercise price set forth in Column 2. No separate consideration was paid or received for the derivative security.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Estrella Immunopharma Inc. published this content on August 26, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 26, 2026 at 23:27 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]