Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 25, 2026, the Board of Directors (the "Board") of Estrella Immunopharma, Inc. (the "Company") appointed Cynthia Pussinen, age 57, as Chief Executive Officer of the Company and as a Class I director and Chairperson of the Board, in each case effective October 25, 2026. Ms. Pussinen is not expected to be named to any committee of the Board. Effective October 25, 2026, Cheng Liu, Ph.D., ceased to serve as Chief Executive Officer and was appointed Chief Scientific Officer; Dr. Liu continues to serve as President and as a director of the Company.

From March 2026 to October 2026, Ms. Pussinen served as Managing Director, Biotech Investments, of Sorbie Bornholm Ltd., an investment firm focused on micro- and small-capitalization public companies, and since 2023 she has provided strategic and operational consulting services to life sciences companies and investors. From August 2023 to August 2024, she was Chief Executive Officer and a director of Sernova Corp., a clinical-stage cell therapy company, and from January 2021 to November 2022 she was Chief Technical Officer of Spark Therapeutics, Inc., a gene therapy company and a member of the Roche Group, where she was responsible for technical development, manufacturing and operations.

Other than as described below, there are no arrangements or understandings between Ms. Pussinen and any other person pursuant to which she was selected as an officer or director. Ms. Pussinen has no family relationship with any director or executive officer of the Company, and there are no transactions involving Ms. Pussinen that would require disclosure under Item 404(a) of Regulation S-K.

In connection with her appointment, the Company entered into an Employment Agreement with Ms. Pussinen, dated as of October 25, 2026 (the "Employment Agreement"), which was approved by the Compensation Committee of the Board (the "Compensation Committee") and the Board and pursuant to which the Company agreed to appoint Ms. Pussinen as Chairperson of the Board and to nominate her for election as a director during her employment. The Employment Agreement provides for an annual base salary of $250,000, which will increase automatically to $400,000, $450,000 and $525,000 when cumulative qualifying funding received by the Company after October 25, 2026 first exceeds $35.0 million, $55.0 million and $75.0 million, respectively, and an annual cash bonus with a target of 60% of base salary for 2026 and, thereafter, a target of 55% to 70% of base salary as set by the Compensation Committee. If Ms. Pussinen's employment is terminated by the Company without cause or by her for good reason (each as defined in the Employment Agreement), she will be entitled, subject to her execution of a release of claims, to 12 months of base salary continuation, any earned but unpaid bonus for the prior year, a prorated target bonus for the year of termination and up to 12 months of employer-paid COBRA premiums; if such a termination occurs within 90 days before or 12 months after a change in control, she will instead receive 12 months of base salary in a lump sum, any earned but unpaid bonus for the prior year, her full target bonus for the year of termination, up to 12 months of employer-paid COBRA premiums and full acceleration of her unvested equity awards.