Equillium (EQ) 8-K Results of Operations and Financial Condition

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 26, 2019

Date of Report (Date of earliest event reported)

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 108 La Jolla, CA		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 Form8-K filing is intended to simultaneously satisfy the filing obligations 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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 2.02 Results of Operations and Financial Condition.

Equillium, Inc. (the “Company”) is holding a business update call on February 26, 2019, which includes certain 2018 financial estimates. The Company estimates that its cash, cash equivalents, and investments as of December 31, 2018 were approximately $65.9 million, which the Company anticipates will enable it to fund its operations for at least the next 24 months.

The Company has not yet completed itsyear-end close process for the quarter and year ended December 31, 2018 and this estimate is a preliminary estimate of financial and operational results that it expects to report for the applicable period. In addition, the Company’s independent registered public accounting firm, KPMG LLP, has not audited, reviewed or compiled this estimate and, accordingly, does not express an opinion on, nor has it provided any other form of assurance with respect to, this preliminary estimate. This estimate is not a comprehensive statement of the Company’s financial or operational results for the quarter and year ended December 31, 2018 and its actual results may differ materially from this estimate as a result of the completion of the Company’s closing procedures, final adjustments and other developments arising between now and the time that the Company’s financial and operational results for this period are finalized.

The information in this Item 2.02 of this Current Report on Form8-K is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this item of this report.

Item 7.01 Regulation FD Disclosure.

On February 26, 2019, the Company updated its corporate slide presentation for use in meetings with investors, analysts and others. The presentation is available through the Company’s website and a copy is attached as Exhibit 99.1 hereto.

The information in this Item 7.01 of this Current Report on Form8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this item of this report.

Item 8.01 Other Events.

On February 26, 2019, the Company issued a press release announcing certain business updates regarding the Company. A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit    No.	Description
99.1	Slide Presentation dated February 26, 2019
99.2	Press Release dated February 26, 2019

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: February 26, 2019	By:	/s/ Jason A. Keyes
		Jason A. Keyes
		Chief Financial Officer