8-K
Estrella Immunopharma, Inc. (ESLA)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2024
Estrella Immunopharma, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40608 | 86-1314502 |
|---|---|---|
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification Number) | |
| 5858 Horton Street, Suite 370<br><br> <br>Emeryville, California | 94608 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(510) 318-9098
**(**Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | ESLA | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | ESLAW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On June 26, 2024, Estrella Immunopharma, Inc. (the "Company") filed a Certificate of Ownership and Merger with the Delaware Secretary of State to effect a merger (the "Merger") with its wholly-owned subsidiary, Estrella Biopharma, Inc. ("Estrella"), pursuant to Section 253 of the Delaware General Corporation Law. The Merger was approved by resolutions duly adopted by the unanimous written consent of the Company's board of directors. The Merger became effective at 11:59 PM Eastern Time on June 30, 2024, at which time the separate existence of Estrella ceased, and the Company became the surviving corporation.
The Merger was effected to simplify the Company's corporate structure and streamline its financial reporting. As a result of the Merger, the Company assumed all assets, liabilities, and obligations of Estrella. Additionally, there were no changes in the Company's management, board composition, ownership, amended and restated certificate of incorporation, or amended and restated bylaws as a result of the Merger.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Estrella Immunopharma, Inc. | ||
|---|---|---|
| By: | /s/ Cheng Liu | |
| Name: | Dr. Cheng Liu | |
| Title: | Chief Executive Officer | |
| Date: July 1, 2024 |
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