Estrella Immunopharma, Inc.

Current report

None.

Previous 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.

Previous 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 .

Previous 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.