Equillium investors back reverse split, share boost

Equillium, Inc. reported results of its 2026 Annual Meeting of Stockholders.

Rhea-AI Filing Summary

Equillium, Inc. reported results of its 2026 Annual Meeting of Stockholders. Shareholders holding 54,287,329 shares, or 85.86% of the 63,226,556 shares outstanding as of April 1, 2026, were present or represented by proxy.

Stockholders elected Charles McDermott and Bruce Steel as Class II directors to serve until the 2029 annual meeting. Former director Peter Colabuono was not renominated, and the board size was reduced from seven to six directors.

Shareholders approved an amendment allowing a potential reverse stock split of the common stock at a ratio between 1-for-2 and 1-for-20, to be implemented at the board’s discretion. They also approved increasing authorized common shares from 200,000,000 to 400,000,000 and ratified Crowe LLP as independent auditor for the year ending December 31, 2026.

Insights

Equity capital structure analyst

Shareholders approved flexible reverse split authority and doubled authorized shares.

Equillium’s investors endorsed tools that give the board significant flexibility over the capital structure. Approval to execute a reverse stock split in a range from 1-for-2 to 1-for-20 lets directors adjust the share price and share count if they decide conditions warrant it.

Increasing authorized common stock from 200,000,000 to 400,000,000 expands the capacity for future equity issuance, acquisitions, or incentive plans, though no specific transactions are described. These changes were approved alongside routine items like director elections and auditor ratification, so the actual impact depends on how the board uses the new flexibility over time.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Equillium (EQ) shareholders approve regarding a reverse stock split?

Shareholders approved an amendment allowing a reverse stock split of Equillium common stock at a ratio between 1-for-2 and 1-for-20. The board may choose whether and when to implement it, including the exact ratio and effective date, at its sole discretion.

How many Equillium (EQ) shares were outstanding and represented at the 2026 annual meeting?

As of April 1, 2026, Equillium had 63,226,556 common shares outstanding and entitled to vote. At the annual meeting, 54,287,329 shares were present or represented by proxy, representing approximately 85.86% of the outstanding common stock on the record date.

Which directors were elected at Equillium’s 2026 annual meeting and how did they fare in the vote?

Stockholders elected Charles McDermott and Bruce Steel as Class II directors to serve until the 2029 annual meeting. McDermott received 36,072,238 votes for and 10,018,889 withheld, while Steel received 45,955,052 votes for and 136,075 withheld, with 8,196,202 broker non-votes for each.

Did Equillium (EQ) change its board size at the 2026 annual meeting?

Yes. Former director Peter Colabuono was not renominated, and his term ended at the annual meeting. In connection with his term’s expiration, Equillium reduced the size of its Board of Directors from seven directors to six directors going forward.

How did Equillium (EQ) shareholders vote on increasing authorized common shares?

Shareholders approved an amendment to increase the authorized number of Equillium common shares from 200,000,000 to 400,000,000. The proposal received 42,687,545 votes for, 11,570,307 against, and 29,477 abstentions, with no broker non-votes reported for this item.

Who is Equillium’s independent auditor for the year ending December 31, 2026?

Equillium’s shareholders ratified the appointment of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 54,274,675 votes for, 5,234 votes against, and 7,420 abstentions, with no broker non-votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 04:05 PM Learn about SEC filing dates

NASDAQ false 0001746466 0001746466 2026-05-28 2026-05-28

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): May 28, 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, CA		92037
(Address of Principal Executive Offices)		(Zip Code)

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

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 (see General Instruction A.2. below):

☐ 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		The 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 5.07 Submission of Matters to a Vote of Security Holders.

On May 28, 2026, Equillium, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 1, 2026, the record date for the Annual Meeting (the “Record Date”), 63,226,556 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

A total of 54,287,329 shares of the Company’s common stock were present at the Annual Meeting or represented by proxy, which represents approximately 85.86% of the shares of the Company’s common stock outstanding as of the Record Date.

Proposal 1. Election of directors.

The Company’s stockholders elected the two persons listed below as Class II directors, each to serve until the Company’s 2029 Annual Meeting of Stockholders and until their respective successor has been duly elected and qualified, or until their earlier death, resignation or removal. Former director Peter Colabuono was not renominated as a director and his term ended at the Annual Meeting. In connection with the expiration of Mr. Colabuono’s term, the Company reduced the size of the Board of Directors from seven directors to six directors. The final voting results are as follows:

Name		Votes For		Votes Withheld		Broker Non- Votes
Charles McDermott		36,072,238		10,018,889		8,196,202
Bruce Steel		45,955,052		136,075		8,196,202

Proposal 2. Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split.

The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio in the range of 1-for-2 to 1-for-20, inclusive, with such ratio to be determined in the discretion of the Company’s Board of Directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s Board of Directors in its sole discretion. The final voting results are as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
52,697,618		1,559,976		29,735		0

Proposal 3. Ratification of the appointment of the independent registered public accounting firm.

The Company’s stockholders ratified the appointment by the Audit Committee of the Company’s Board of Directors of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
54,274,675		5,234		7,420		0

Proposal 4. Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation.

The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 200,000,000 to 400,000,000 shares. The final voting results are as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
42,687,545		11,570,307		29,477		0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, dated May 28, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 29, 2026				By:		/s/ Bruce D. Steel
						Bruce D. Steel
						Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB