Equillium (NASDAQ: EQ) boosts at-the-market stock sale capacity to $75 million

Rhea-AI Filing Summary

Equillium, Inc. has filed a prospectus supplement for an at-the-market offering of shares of its common stock with an aggregate offering price of up to $75,000,000 under its existing Open Market Sale Agreement with LifeSci Capital LLC.

This prospectus supplement updates and expands a prior program that had covered up to $21,950,000 of common stock. Equillium has already sold 1,719,485 shares for aggregate gross proceeds of $0.96 million under the agreement. A legal opinion from Cooley LLP on the validity of the shares is included as an exhibit.

Insights

Capital markets & corporate finance analyst

Equillium refreshes and significantly upsizes its at-the-market stock sale capacity.

Equillium has updated its at-the-market equity program, filing a new prospectus supplement that permits sales of common stock with an aggregate offering price of up to $75,000,000 through LifeSci Capital LLC under an existing Open Market Sale Agreement.

This supplement replaces and expands on earlier prospectus materials that had supported up to $21,950,000 of potential sales. To date, the company has sold 1,719,485 shares for gross proceeds of $0.96 million under the agreement, indicating only a small portion of the capacity has been used.

The filing is administrative but establishes a larger authorized size for at-the-market issuances. Actual capital raised will depend on if and when Equillium chooses to sell shares under the new $75,000,000 limit, consistent with the terms of the Sales Agreement.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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): September 19, 2025

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) 412-5302

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, par value $0.0001 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 8.01 Other Events.

On September 19, 2025, Equillium, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission (the “SEC”) for the offer and sale of shares of its common stock, par value $0.0001 per share, having an aggregate offering price of up to $75,000,000 (the “Shares”), pursuant to that certain Open Market Sale Agreement, dated October 5, 2023, as amended August 3, 2025, by and between the Company and LifeSci Capital LLC (the “Sales Agreement”). The Prospectus Supplement amends and supplements the information in the prospectus dated January 18, 2023 (the “Prior Prospectus”), as previously amended and supplemented by the prospectus supplements, dated October 5, 2023 and February 23, 2024 (together with the Prior Prospectus, the “ATM Prospectus”), relating to the offer and sale of up to $21,950,000 of shares of the Company’s common stock pursuant to the Sales Agreement, filed with the SEC as a supplement to the Company’s Registration Statement on Form S-3 (File No. 333-269153). The Prospectus Supplement should be read in conjunction with the ATM Prospectus, and is qualified by reference thereto, except to the extent that the information therein amends or supersedes the information contained in the ATM Prospectus. The Prospectus Supplement is not complete without and may only be delivered or utilized in connection with, the ATM Prospectus and any future amendments or supplements thereto. The Company has previously sold 1,719,485 shares of its common stock for aggregate gross proceeds of $0.96 million under the Sales Agreement. A copy of the opinion of Cooley LLP relating to the validity of the Shares is attached as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
5.1		Opinion of Cooley LLP
23.1		Consent of Cooley LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

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.

				Equillium, Inc.
Dated: September 19, 2025				By:		/s/ Bruce D. Steel
						Bruce D. Steel
						President and Chief Executive Officer

FAQ

What did Equillium (EQ) announce regarding its at-the-market offering?

Equillium filed a new prospectus supplement allowing at-the-market sales of common stock with an aggregate offering price of up to $75,000,000. The shares may be sold through LifeSci Capital LLC under an existing Open Market Sale Agreement.

How does Equillium’s new $75 million capacity compare to its prior program?

The new supplement covers up to $75,000,000 of common stock, expanding a prior arrangement that related to up to $21,950,000. This significantly increases the maximum aggregate amount of stock Equillium may sell under the at-the-market program.

How many shares has Equillium already sold under the LifeSci Capital agreement?

Equillium has previously sold 1,719,485 shares of its common stock under the Open Market Sale Agreement, generating aggregate gross proceeds of approximately $0.96 million. These past sales occurred before the new $75 million prospectus supplement.

Who is Equillium’s sales agent for the at-the-market equity program?

LifeSci Capital LLC acts as the sales agent for Equillium’s at-the-market equity program. Under the Open Market Sale Agreement, LifeSci Capital may sell Equillium’s common stock into the market, in amounts and at times permitted by the agreement and prospectus supplement.

What legal opinion is included with Equillium’s new prospectus supplement?

The filing includes an opinion from Cooley LLP as Exhibit 5.1, addressing the validity of the shares covered by the prospectus supplement. A related consent from Cooley LLP is provided as Exhibit 23.1, incorporated within the opinion exhibit.

Which SEC registration statement underlies Equillium’s at-the-market program?

The at-the-market offering operates under Equillium’s Registration Statement on Form S-3, File No. 333-269153. The new prospectus supplement amends and supplements the existing base prospectus and earlier prospectus supplements tied to this shelf registration.