Equillium, Inc. filed a Form 8-K on October 26, 2026, disclosing the completion of a milestone closing under a previously announced private placement, raising $20.0 million in aggregate gross proceeds following the dosing of the first patient in a single ascending dose trial of EQ504 in Australia.

Key Highlights

  • Milestone Event: The company announced it dosed the first patient in a single ascending dose trial of EQ504 in Australia on October 26, 2026, triggering the Milestone Closing.
    • Gross Proceeds: The Milestone Closing resulted in aggregate gross proceeds of $20.0 million, before deducting fees and other expenses.
  • Shares Issued: The company issued and sold 14,957,260 shares of common stock at $0.57 per share at the Milestone Closing.
  • Pre-Funded Warrants: The company also issued 20,130,457 pre-funded warrants at $0.5669 per warrant, exercisable at $0.0001 per warrant share with no expiration until exercised in full.
  • Price Threshold Waiver: On October 26, 2026, the requisite investors waived the $2.50 weighted average price threshold requirement, allowing the Milestone Closing to proceed on the Milestone Event Date.
  • Intended Use of Proceeds: According to the filing, the company expects to use net proceeds, together with existing cash and cash equivalents, to fund development of EQ504 and for working capital and other general corporate purposes.
  • Registration Obligation: The company has agreed to file one or more registration statements with the SEC within 30 days of the Milestone Closing to register the shares and warrant shares for resale.

Equillium Completes Milestone Closing Tied to EQ504 First Patient Dosing

According to the Form 8-K filed by Equillium, Inc. (NASDAQ:EQ) on October 26, 2026, the company completed the Milestone Closing under a Securities Purchase Agreement originally dated August 10, 2025, with certain institutional and accredited investors. The Milestone Closing was conditioned on two requirements: the occurrence of the Milestone Event and either satisfaction of a price threshold or a waiver from the requisite investors. Both conditions were met on October 26, 2026, the same date the filing was submitted.

At the Milestone Closing, the company issued 14,957,260 shares at a purchase price of $0.57 per share and 20,130,457 pre-funded warrants at $0.5669 per warrant. The pre-funded warrants carry an exercise price of $0.0001 per warrant share, are exercisable at any time after original issuance on either a cash or net "cashless" basis, and do not expire until exercised in full. The filing notes that the pre-funded warrants may not be exercised if the holder's aggregate beneficial ownership of common stock would exceed a specified limitation, not to exceed 19.99%.

The securities issued in the Milestone Closing are subject to a Registration Rights Agreement dated August 12, 2025. The company has agreed to prepare and file one or more registration statements within 30 days of the Milestone Closing, subject to certain allowable delays, and to use efforts to cause those registration statements to become effective. The filing discloses that certain cash penalties will apply in the event of registration failures, as described in the Registration Rights Agreement. The securities were offered in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, and restrictive legends will be affixed to the securities issued.

What Was Disclosed

Equillium disclosed the completion of a $20.0 million Milestone Closing under its August 2025 private placement, triggered by the first patient dosing in an EQ504 single ascending dose trial in Australia on October 26, 2026, with 14,957,260 shares and 20,130,457 pre-funded warrants issued to investors.