Equillium (EQ) to raise $35.0 million via shares and pre-funded warrant

Rhea-AI Filing Summary

Equillium, Inc. entered into a private placement with RA Capital Healthcare Fund to raise approximately $35.0 million through common stock and a pre-funded warrant. The company will sell 1,179,508 shares at $1.854 per share and a pre-funded warrant for up to 17,698,593 shares at $1.8539 per warrant share, with an exercise price of $0.0001 per share. The warrant is exercisable immediately on a cash or cashless basis, subject to a beneficial ownership cap of 19.99%. Equillium plans to use the net proceeds, together with existing cash, to fund development of EQ504 and for working capital and general corporate purposes. The company will also grant the investor registration rights to resell the shares and warrant shares, subject to potential cash penalties if registration obligations are not met.

Insights

Biotech capital markets analyst

Equillium secures a sizeable private cash infusion to fund EQ504.

Equillium has structured a private placement with RA Capital for gross proceeds of about $35.0 million, combining 1,179,508 common shares with a large pre-funded warrant for 17,698,593 shares. Pre-funded warrants let investors commit capital upfront while paying only a minimal exercise price later.

The warrant’s $0.0001 exercise price and 19.99% beneficial ownership cap mean the investor can gradually convert to equity without crossing key ownership thresholds. Registration rights and associated cash penalties create pressure on Equillium to file and maintain an effective resale registration within the agreed timelines.

Stated use of proceeds centers on advancing EQ504 and covering working capital and general corporate needs. The actual impact on the balance sheet and future dilution will depend on how quickly the pre-funded warrant is exercised and broader market conditions referenced in the forward-looking statements.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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NASDAQ false 0001746466 0001746466 2026-03-11 2026-03-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2026

Equillium, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-38692		82-1554746
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2223 Avenida de la Playa
Suite 105
La Jolla, California				92037
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 240-1200

(Former Name or Former Address, if Changed Since Last Report)

Not Applicable

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(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		EQ		Nasdaq Capital Market

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 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On March 11, 2026, Equillium, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with RA Capital Healthcare Fund, L.P. (the “Investor”), pursuant to which the Company agreed to sell and issue shares (“Shares”) of the Company’s common stock, par value $0.0001 (“Common Stock”), and a pre-funded warrant to purchase shares of Common Stock (“Warrant Shares”), in a private placement transaction (the “Private Placement”).

The closing of the Private Placement is anticipated to occur on or about March 13, 2026 (the “Closing”), subject to customary closing conditions. At the Closing, the Company has agreed to issue and sell 1,179,508 Shares at a purchase price of $1.854 per Share (the “Share Price”), which represents the average closing price of the Company’s Common Stock as reported on the Nasdaq Stock Market LLC for the five trading days immediately prior to parties entering into the Purchase Agreement, and a pre-funded warrant to purchase up to 17,698,593 Warrant Shares at a purchase price of $1.8539 per Warrant Share (the “Warrant Price”) to the Investor for gross proceeds to the Company of approximately $35.0 million.

The pre-funded warrant will have an exercise price of $0.0001 per Warrant Share, subject to customary adjustments, and will be exercisable at any time after original issuance and will not expire until exercised in full. The pre-funded warrant will also be exercisable on a net exercise “cashless” basis. The pre-funded warrant may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation, not to exceed 19.99%.

The Purchase Agreement contains customary representations, warranties and covenants that were made solely for the benefit of the parties to the Purchase Agreement. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the transaction and not to provide investors with any other factual information regarding the Company. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

Registration Rights Agreement

In connection with the Private Placement, the Company has agreed to enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investor at the Closing, pursuant to which the Company will agree to prepare and file, within 30 days of the Closing, subject to certain allowable delays, a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) to register for resale the Common Stock and, as applicable, the Warrant Shares, in each case that were issued under the Purchase Agreement, and generally to cause the applicable registration statement to promptly become effective. Certain cash penalties will apply to the Company in the event of registration failures, as described in the Registration Rights Agreement.

The foregoing summaries of the Purchase Agreement, the pre-funded warrant and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Purchase Agreement, the form of pre-funded warrant and the Registration Rights Agreement, which are filed with this report as Exhibits 10.1, 4.1 and 4.2, respectively.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure regarding the securities to be sold and issued under the Purchase Agreement set forth under Item 1.01 of this report is incorporated by reference under this Item 3.02. The Company expects to use the net proceeds from the Closing of the Private Placement, together with the Company’s existing cash and cash equivalents, to fund the development of EQ504, as well as for working capital and other general corporate purposes.

The securities described above under Item 1.01 have not been registered under the Securities Act of 1933, as amended (“Securities Act”), or any state securities laws. The Company is relying on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof. The Investor provided representations appropriate for a private placement of securities. Restrictive legends will be affixed to the securities issued in the Private Placement.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

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. Forward-looking statements expressed or implied in this report include, but are not limited to, statements regarding the timing and completion of the proposed Private Placement, the Company’s expected use of the net proceeds from the Private Placement, and other statements that are not historical facts. These statements are based on the Company’s current plans, objectives, estimates, expectations and intentions, are not guarantees of future performance and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, but are not limited to, risks and uncertainties related to: market conditions; volatility in the trading price of the Common Stock; implementation of the Company’s strategic plans for its business and product candidates; the sufficiency of the Company’s capital resources and need for additional capital to achieve its goals; and other risks described under the heading “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 13, 2025, as supplemented by the Company’s subsequent periodic filings. Forward-looking statements contained in this report are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

/Exhibit Number		Description
4.1		Form of Pre-Funded Warrant to Purchase Common Stock
4.2#		Form of Registration Rights Agreement
10.1#		Securities Purchase Agreement, dated March 11, 2026, by and between the Company and the Investor
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

# Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

SIGNATURE

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.

				EQUILLIUM, INC.
Date: March 13, 2026				By:		/s/ Bruce D. Steel
						Bruce D. Steel
						Chief Executive Officer

FAQ

What financing did Equillium (EQ) announce in this 8-K?

Equillium announced a private placement with RA Capital for approximately $35.0 million in gross proceeds. The deal combines newly issued common shares with a large pre-funded warrant, providing immediate capital while deferring most share issuance until the warrant is exercised.

How many Equillium (EQ) shares are issued in the private placement?

Equillium agreed to issue 1,179,508 shares of common stock at $1.854 per share. In addition, it will issue a pre-funded warrant exercisable for up to 17,698,593 additional common shares, creating significant potential future equity issuance as the warrant is exercised.

What are the key terms of Equillium’s pre-funded warrant with RA Capital?

The pre-funded warrant covers up to 17,698,593 shares at a purchase price of $1.8539 per warrant share and an exercise price of $0.0001. It is exercisable at any time after issuance, on a cash or cashless basis, and remains outstanding until fully exercised.

How will Equillium (EQ) use the proceeds from this private placement?

Equillium plans to use the net proceeds from the roughly $35.0 million financing, together with its existing cash and cash equivalents, to fund development of its EQ504 program. Remaining funds are earmarked for working capital needs and other general corporate purposes.

What registration rights did Equillium grant to RA Capital in this deal?

Equillium agreed to enter a Registration Rights Agreement requiring it to file a resale registration statement with the SEC within 30 days of closing. This covers the issued common stock and warrant shares and includes specified cash penalties if registration obligations are not met.

Is Equillium’s private placement registered under the Securities Act?

No. The securities are being sold in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933. Restrictions apply, including legends on the securities, until they are registered for resale or otherwise become freely tradable under applicable securities laws.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 164.7 KB

Other Documents

• EX-4.1 EX-4.1 85.7 KB
• EX-4.2 EX-4.2 83.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB