Equillium, Inc. SEC Filings

Equillium, Inc. is asking stockholders to vote at a virtual annual meeting on May 28, 2026. Key items include electing two Class II directors to serve until the 2029 meeting, approving a reverse stock split at a ratio between 1-for-2 and 1-for-20, ratifying Crowe LLP as independent auditor for 2026, and amending the charter to increase authorized common stock from 200,000,000 to 400,000,000 shares. Stockholders of record as of April 1, 2026, when 63,226,556 shares of common stock were outstanding, may vote online, by phone, internet or mail.

Equillium, Inc. is registering 18,878,101 shares of common stock for resale by a selling stockholder. The registration covers 1,179,508 shares sold in a private placement and a pre-funded warrant exercisable for 17,698,593 shares. We will receive no proceeds from resales under this prospectus.

The private placement closed March 13, 2026 for approximately $35.0 million; the pre-funded warrant has a per-share exercise price of $0.0001 and includes a specified beneficial ownership limitation. Shares may be sold in various ways including block trades, market transactions or through underwriters; the selling stockholder listed is RA Capital Healthcare Fund, L.P..

Equillium, Inc. is soliciting proxies for its virtual 2026 annual meeting on May 28, 2026 to vote on director elections and corporate charter amendments.

Stockholders of record as of April 1, 2026 may vote. Key proposals include electing two Class II directors, authorizing a board‑discretion reverse stock split at a ratio in the range of 1‑for‑2 to 1‑for‑20, ratifying Crowe LLP as independent auditors for fiscal 2026, and increasing authorized common shares from 200,000,000 to 400,000,000. The Board may implement an approved reverse split at any time on or prior to December 31, 2027.

Equillium, Inc. files its annual report describing a preclinical-stage biotechnology business focused on therapies for severe autoimmune and inflammatory disorders. The company’s lead program, EQ504, is an aryl hydrocarbon receptor modulator initially targeted for ulcerative colitis and other gastrointestinal and inflammatory lung diseases.

EQ302 is a first-in-class, orally delivered inhibitor of IL‑15 and IL‑21 being evaluated for celiac disease and other gastrointestinal indications. Equillium expanded its pipeline through acquiring Ariagen in October 2024 for EQ504 and Bioniz in February 2022 for EQ302 and related peptide platforms.

The company strengthened its balance sheet via an August 2025 private placement raising approximately $30.0 million and a March 2026 private placement raising approximately $35.0 million, with an additional potential $20.0 million second closing tied to clinical and stock price milestones. Management states existing cash and cash equivalents are expected to fund operations into 2029.

Equillium, Inc. reported fourth quarter and full-year 2025 results showing a shift to a development-stage model focused on its EQ504 program. Full-year 2025 revenue was $0 compared with $41.1M in 2024, reflecting the conclusion of prior Ono-related revenue.

Research and development expenses fell sharply to $12.8M from $37.4M, and general and administrative expenses declined to $10.8M from $11.9M. Despite lower operating costs, the full-year net loss widened to $22.4M, or $(0.39) per share, versus a $8.1M loss, or $(0.23) per share, in 2024, mainly because revenue dropped.

Cash, cash equivalents and short-term investments were $30.3M as of December 31, 2025, up from $22.6M a year earlier. Together with a $50M private placement announced in August 2025 and a $35M private placement in March 2026, the company believes it can fund planned operations into 2029. Equillium plans to initiate a Phase 1 proof-of-mechanism study of EQ504 in mid-2026, with data expected about six months later.

EQ, Inc. ownership disclosure: RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., Peter Kolchinsky and Rajeev Shah report beneficial ownership of 6,480,209 shares, representing 9.9% of the outstanding common stock under a Beneficial Ownership Blocker.

The 9.9% figure is calculated using November 10, 2025 outstanding shares of 60,893,283, plus 1,179,508 shares issued in a private placement on March 13, 2026, and 3,383,873 shares issuable upon exercise of pre-funded warrants. The Fund holds 3,096,336 shares directly and pre-funded warrants exercisable for up to 17,698,593 shares; exercise is blocked to prevent ownership above 9.9%.

Equillium, Inc. senior vice president and COO Christine Zedelmayer exercised options to acquire 120,312 shares of common stock at an exercise price of $0.785 per share. She then sold 120,312 shares of common stock at a weighted average price of $2.5003 per share in open-market transactions effected under a Rule 10b5-1 trading plan adopted on August 27, 2025. Following these transactions, she directly holds 62,586 shares of Equillium common stock. The option exercised had been scheduled to vest over four years, with 25% on the first anniversary and the remainder in 36 equal monthly installments.

Form 144 notice: Christine Zedelmayer submitted a Rule 144 notice reporting proposed sales of Common Stock. The filing lists a proposed sale quantity of 120,312 shares dated 03/13/2026, and shows prior reported dispositions of 11,900 shares on 12/15/2025, 185,937 shares on 02/19/2026, and 181,219 shares on 03/09/2026.