Estrella Immunopharma, Inc. 8-K

What Happened
Estrella Immunopharma, Inc. announced on January 5–6, 2026 that it entered a securities purchase agreement with a healthcare-focused institutional investor and closed concurrent registered direct and private (PIPE) placements on January 6, 2026. The transactions generated approximately $8.0 million in gross proceeds and included common stock, pre-funded warrants and PIPE common warrants. The company said net proceeds will be used for general corporate purposes and working capital.

Key Details

• Issuances: 4,063,290 shares of common stock and pre-funded warrants to purchase 1,000,000 shares (exercise price $0.00001) in the registered direct offering.
• PIPE warrants: Warrants exercisable for up to 7,594,935 shares at $1.39 per share; each common share is sold with 1.5 PIPE warrants.
• Pricing: Each common-share unit (share + 1.5 PIPE warrants) sold at $1.58; each pre-funded-warrant unit (pre-funded warrant + 1.5 PIPE warrants) sold at $1.57999.
• Exercisability & limits: Pre-funded warrants are exercisable on issuance (cashless option available); PIPE warrants expire five years from issuance and may be exercised cashless if resale registration is not effective. Warrants include ownership blocking limits of 4.99% (or 9.99% if elected).
• Fees & registration: Placement agent Aegis Capital received a 6.0% cash fee plus expense reimbursement. Shares and pre-funded warrants were offered under the company’s effective Form S-3 (File No. 333-283770). The company agreed to file a resale registration statement within 30 days and to have it declared effective within 60 days (90 days if SEC conducts full review).

Why It Matters
This financing provides Estrella Immunopharma with additional capital—about $8.0M gross—to fund operations and working capital without immediately issuing only common shares (use of pre-funded warrants limits dilution until exercised). The PIPE warrants create potential future dilution if exercised, subject to ownership caps and registration timing. Investors should note the placement agent fee and the timetable for the resale registration, which affects when PIPE warrant holders can freely sell the underlying shares.