Estrella Immunopharma, Inc.

ITEM 1A. RISK FACTORS

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.

We are currently not in compliance with Nasdaqs continued listing requirements. If we are unable to comply with Nasdaqs 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.

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.

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 closing bid price of the Companys 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 Companys securities.

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 Companys 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.

TOn 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 in's MVLS must close at $35 million or more for a minimum of tends to mo consecutive business days during this period.

The Company intends to monitor the bid price and Market Value of the Companys 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.

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.

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