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 August 17, 2026, Estrella Immunopharma, Inc. (the "Company") received a written notification (the "Letter") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, because the closing bid price of the Company's common stock, par value $0.0001 per share (the "Common Stock"), was below $1.00 per share for 30 consecutive business days from July 6, 2026 through August 14, 2026, the Company no longer complies with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement"). The Letter has no immediate effect on the listing or trading of the Common Stock, which will continue to trade on The Nasdaq Capital Market under the symbol "ESLA," subject to the Company's compliance with the other continued listing requirements of Nasdaq.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until February 16, 2027 (the "Compliance Date"), to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Common Stock must be at least $1.00 per share for a minimum of ten consecutive business days during the compliance period, although Nasdaq may, in its discretion, require compliance for a longer period, generally no more than 20 consecutive business days. If the Company elects to implement a reverse stock split to regain compliance, the split must be completed no later than ten business days before the Compliance Date.

If the Company does not regain compliance by the Compliance Date, it may be eligible for an additional 180-calendar-day compliance period if it satisfies the continued listing requirement for the market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, other than the Minimum Bid Price Requirement, and provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. If the Company is not eligible for an additional compliance period or Nasdaq concludes that the Company will not be able to cure the deficiency, Nasdaq will provide notice that the Common Stock is subject to delisting. The Company would then be entitled to appeal Nasdaq's determination to a Nasdaq hearings panel.

The Company intends to monitor the closing bid price of the Common Stock and evaluate available options to regain compliance with the Minimum Bid Price Requirement. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement within the applicable compliance period or otherwise maintain compliance with Nasdaq's continued listing requirements.