UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
Estrella Immunopharma, Inc. (the “Company”) is filing this Current Report on Form 8-K (“Current Report”) to provide further detail on the expected timing and method of the Company’s share repurchases to be made pursuant to the authorization of its board of directors to repurchase up to $1,000,000 of the Company’s common stock as previously announced in the Company’s press release issued on January 30, 2024 and included as Exhibit 99.1 to the Company’s Form 8-K filed on the same date. As of the date of this Current Report, the Company expects to repurchase shares under such authorization in the open market at prevailing market prices pursuant to a plan complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended, using the Company’s existing cash reserves during the next 12 months.
This Current Report on Form 8-K does not constitute a commitment by the Company to repurchase any specific number of shares, and repurchases may be terminated or modified subsequent to the date of this Current Report on Form 8-K, including with respect to timing, amount and method, in accordance with applicable law based on market conditions and other factors.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the share repurchases made by the Company. These statements may be identified by the use of forward-looking expressions, including, but not limited to, “expects,” and similar expressions and the negatives of those terms. These statements relate to future events and involve known and unknown risks, uncertainties, and other factors that could cause actual events to differ materially from those expressed or implied by these forward-looking statements. Factors that may cause actual events to differ materially from current expectations include, among other things, those listed under “Risk Factors” and elsewhere in our recent filings with the Securities and Exchange Commission. The forward-looking statements in this Current Report on Form 8-K represent our views as of the date of this Current Report on Form 8-K. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.
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/ Peter Xu | |
| Name: | Peter Xu | |
| Title: | Chief Financial Officer | |
| Date: March 8, 2024 | ||
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