Estrella Immunopharma, Inc.
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 12, 2025
ESLA$0.51+36.9%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-12.
0001213900-25-074567
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of Proceeds from Registered SecuritiesDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001213900-25-109198
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of Proceeds from Registered SecuritiesDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 15 previous paragraphs and 10 current paragraphs.
6 unchanged; 1 reworded; 3 added; 8 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
On September 26, 2025, pursuant to Securities Purchase Agreements dated September 22, 2025, the Company completed a private placement of 700,000 shares of its Common Stock for aggregate gross proceeds of $1,050,000. The shares were sold to two investors at a purchase price of $1.50 per share. No underwriting discounts or commissions were paid.
Current report
The offer and sale of these shares were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder. The Company made this determination based on representations from the purchasers, including that they were accredited investors and acquired the securities for investment purposes .
Current report
Pursuant to the Securities Purchase Agreements, the purchasers are entitled to a contingent right to receive additional shares of Common Stock (“True-Up Shares”) on a one-time basis if, on the twelve-month anniversary of the closing, the closing price of the Common Stock is less than the $1.50 Per Share Purchase Price . The number of True-Up Shares, if any, will be calculated based on a formula using a “True-Up Price,” which was $1.08 for these transactions. Based on this formula, the investors are contingently eligible to receive up to an aggregate of 272,221 True-Up Shares in connection with these sales, subject to certain limitations, including a 19.99% issuance cap on the total offering unless stockholder approval is obtained.
Removed paragraphs (8)
Previous report
We are currently not in compliance with Nasdaq’s continued listing requirements. If we are unable to comply with Nasdaq’s continued listing requirements, our common stock could be delisted, which could affect the price of our common stock and liquidity and reduce our ability to raise capital.
Previous report
Our common stock is currently listed on The Nasdaq Capital Market. The Nasdaq Capital Market has established certain quantitative criteria and qualitative standards that companies must meet to remain listed for trading on this market.
Previous report
On April 30, 2025, we received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that we are not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Rule”) because the Company has not maintained a minimum closingbid price of the Company’s common stock of at least $1.00 per share for the 30 consecutive business day period between March 14, 2025 through April 28, 2025. The Notice has no immediate effect on the listing or trading of the Company’s securities.
Previous report
The Company has 180 calendar days from the date of the Notice, or until October 27, 2025, to regain compliance. If the Company is not deemed in compliance before the expiration of the 180 day compliance period, it will be afforded an additional 180 day compliance period, provided that the Company meet the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on The Nasdaq Capital Market (except for the Rule) based on the Company’s most recent public filings and market information and provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period.
Previous report
On August 1, 2025, we received an additional written notice from the Listing Qualifications Department of Nasdaq stating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(2) because it has not maintained a minimum Market Value of Listed Securities (“MVLS”) of $35 million for the last 30 consecutive business days, specifically from June 13, 2025, to July 31, 2025. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a compliance period of 180 calendar days, or until January 28, 2026, to regain compliance. To regain compliance, the Company's MVLS must close at $35 million or more for a minimum of ten consecutive business days during this period.
Previous report
The Company intends to monitor thebid price and Market Value of the Company’s listed securities and may, if appropriate, consider available options to regain compliance with the Rule. There can be no assurance that the Company will be able to regain compliance with the Rule.
Previous report
Any delisting of our common stock could adversely affect the market liquidity of our common stock and the market price of our common stock could decrease. In addition, delisting of our common stock could result in the loss of confidence by investors and adversely affect our ability to raise capital on terms acceptable to us, or at all.
Reworded paragraphs (1)
Previous wording
Factors that could cause our actual results to differ materially from those included in this Quarterly Report are any of the risks described under “Risk Factors” in our Annual Report on Form 10-KT filed with the SEC on March 25, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-KT filed with the SEC on March 25, 2025, except as included below. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Current wording
Factors that could cause our actual results to differ materially from those included in this Quarterly Report are any of the risks described under “Risk Factors” in our Annual Report on Form 10-KT filed with the SEC on March 25, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-KT filed with the SEC on March 25, 2025.