Estrella Immunopharma, Inc.

DEF 14A 1 ny20074256x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Check the appropriate box:

Estrella Immunopharma, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

ESTRELLA IMMUNOPHARMA, INC.

5858 Horton Street, Suite 370

Emeryville, California 94608

NOTICE OF COMBINED 2025/2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 29, 2026

To the Stockholders of Estrella Immunopharma, Inc.:

NOTICE IS HEREBY GIVEN that the Combined 2025/2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Estrella Immunopharma, Inc., a Delaware corporation (the “Company” or “Estrella”), will be held on Monday, June 29, 2026 at 10:00 a.m. Eastern Time. The Annual Meeting will be a virtual stockholder meeting through which you can listen to the meeting, submit questions in advance, and vote online. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/ESLA2026 and entering your 16-digit control number (included on the proxy card mailed to you). There is no physical location for the Annual Meeting.

The purpose of the Annual Meeting will be the following:

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is May 20, 2026. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment or postponement thereof.

For the ten days prior to the Annual Meeting (beginning June 19, 2026), a list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder of record for purposes germane to the Annual Meeting. You may make a request by calling our corporate headquarters at (510) 318-9098 during regular business hours. In addition, during the Annual Meeting, that list of stockholders will be available for examination by any stockholder of record at www.virtualshareholdermeeting.com/ESLA2026.

By Order of the Board of Directors,

/s/ Hong Zhang

Hong Zhang

Chairperson

Emeryville, California

May 27, 2026

You are cordially invited to attend the Annual Meeting via our virtual meeting platform. Whether or not you expect to attend the Annual Meeting, please vote by mail using the enclosed proxy card and postage-paid return envelope, by Internet prior to the Annual Meeting at www.proxyvote.com, by telephone at 1-800-690-6903, or live during the Annual Meeting via the virtual meeting platform. Voting instructions are printed on the enclosed proxy card and described in the accompanying Proxy Statement. Even if you have voted by proxy, you may still vote online while attending the Annual Meeting. Please note, however, that if your shares are held in “street name” by a brokerage firm, bank, or other agent and you wish to vote during the Annual Meeting, you must obtain a legal proxy from that agent in order to vote your shares.

Important Notice Regarding the Availability of Proxy Materials for the Combined 2025/2026 Annual Meeting

of Stockholders to be Held on June 29, 2026

The notice of annual meeting of stockholders, proxy statement, our annual report on Form 10-K for the fiscal year ended December 31, 2025 and our Amendment No. 1 on Form 10-K/A filed on April 30, 2026 are available at www.proxyvote.com.

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