{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-26-001777","form_type":"8-K","ticker":"ESLA","cik":"0001844417","company_name":"Estrella Immunopharma, Inc.","filed_at":"2026-01-06T23:59:59+00:00","discovered_at":"2026-05-14T18:02:36.506894+00:00","generated_at":"2026-05-16T11:33:29.342732+00:00","sec_items":["1.01","3.02","7.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Estrella Immunopharma raises $8.0M in registered direct offering and private placement","bullets":["Gross proceeds of $8.0M from sale of 4,063,290 shares, 1,000,000 pre-funded warrants, and 7,594,935 PIPE common warrants.","Combined unit price of $1.58 per share/warrant; PIPE warrants exercisable at $1.39 for 5 years.","Net proceeds for general corporate purposes and working capital to advance Phase II trial of EB103.","Placement agent Aegis Capital Corp. received a 6% cash fee on gross proceeds."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-001777","json":"https://secwatch.observer/filing/0001213900-26-001777.json","markdown":"https://secwatch.observer/filing/0001213900-26-001777.md","text":"https://secwatch.observer/filing/0001213900-26-001777.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1844417/000121390026001777/0001213900-26-001777-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1844417/000121390026001777/ea0271975-8k_estrella.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T11:33:29.342732+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"488af9fd06b4f5064f9af2ed14ca76401be32f20","claim":"Estrella Immunopharma, Inc. entered into Placement Agent Agreement with Aegis Capital Corp. (effective 2026-01-05).","evidence_excerpt":"In connection with the Offerings, the Company also entered into a placement agent agreement, dated January 5, 2026 (the “Placement Agent Agreement”), with Aegis Capital Corp. (the “Placement Agent”), pursuant to which the Company paid the Placement Agent a cash fee equal to 6.0% of the aggregate gross proceeds of the Offerings and reimbursed the Placement Agent for certain expenses and legal fees.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1844417/000121390026001777/0001213900-26-001777-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"Aegis Capital Corp."},{"label":"Effective","value":"2026-01-05"}],"fact_type":"material_agreement"},{"claim_id":"702af47aa15799f481d8d25f7717b312abed49b6","claim":"Estrella Immunopharma, Inc. entered into Securities Purchase Agreement with a healthcare-focused institutional investor valued at approximately $8.0 million (effective 2026-01-05).","evidence_excerpt":"On January 5, 2026, Estrella Immunopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with a healthcare-focused institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor (a) in a registered direct offering (the “Registered Direct Offering”) (i) 4,063,290 shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”), of the Company, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 1,000,000 shares of Common Stock for $0.00001 per share; and (b) in a concurrent private placement (the “Private Placement,” and together with the Registered Direct Offering, the “Offerings”), common stock purchase warrants (the “PIPE Common Warrants”), exercisable for up to an aggregate of 7,594,935 shares of Common Stock for $1.39 per share, subject to customary anti-dilution adjustments for stock splits, reclassifications and recapitalizations of the Co","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1844417/000121390026001777/0001213900-26-001777-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"a healthcare-focused institutional investor"},{"label":"Value","value":"approximately $8.0 million"},{"label":"Effective","value":"2026-01-05"}],"fact_type":"material_agreement"},{"claim_id":"95d89729100ab345d84313e8c85897aecb8b02e6","claim":"Estrella Immunopharma, Inc. entered into Registration Rights Agreement with the Investor (effective 2026-01-05).","evidence_excerpt":"In connection with the Private Placement, the Company and the Investor entered into a registration rights agreement, dated January 5, 2026 (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement (the “Resale Registration Statement”), providing for the resale of the shares of Common Stock issued and issuable upon exercise of the PIPE Common Warrants within thirty (30) days of the closing of the Offering, to have such registration statement declared effective within sixty (60) days of the closing date (or ninety (90) days of the closing date if the SEC conducts a full review of a Resale Registration Statement), and to maintain the effectiveness of such registration statement until the earlier of (i) the date on which all such securities have been sold thereunder or pursuant to Rule 144, or (ii) the date on which such securities are eligible for resale without the need for registration under the Securities Act.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1844417/000121390026001777/0001213900-26-001777-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"the Investor"},{"label":"Effective","value":"2026-01-05"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}