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 September 1, 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 market value of the Company's listed securities ("MVLS") was below $35,000,000 for 30 consecutive business days from July 21, 2026 through August 31, 2026, the Company no longer complies with the minimum MVLS requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the "MVLS Requirement"). The Letter also noted that the Company does not meet the alternative continued listing standards under Nasdaq Listing Rule 5550(b)(1) (stockholders' equity of at least $2,500,000) or Nasdaq Listing Rule 5550(b)(3) (net income from continuing operations of at least $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years). The Letter has no immediate effect on the listing or trading of the Company's common stock, par value $0.0001 per share (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)(C), the Company has been provided a compliance period of 180 calendar days, or until March 1, 2027 (the "Compliance Date"), to regain compliance with the MVLS Requirement. To regain compliance, the Company's MVLS must close at $35,000,000 or more for a minimum of ten consecutive business days at any time 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 does not regain compliance by the Compliance Date, Nasdaq will provide written notification that the Company's securities are subject to delisting, at which time the Company may appeal Nasdaq's determination to a Nasdaq hearings panel.

The Company intends to monitor its MVLS and to evaluate available options to regain compliance with the MVLS Requirement. There can be no assurance that the Company will regain compliance with the MVLS Requirement within the applicable compliance period or otherwise maintain compliance with Nasdaq's other continued listing requirements.