| 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.
