Equillium, Inc. 10-Q

Item 5. Other Information Trading Arrangements During the three-months ended September 30, 2025, an officer (as defined in Rule 16a-1(f) under the Exchange Act) adopted a contract, instruction or written plan for the sale of our securities set forth in the table below: Type of Trading Arrangement Total Shares of Common Name and Position Action Adoption/Termination Date Rule 10b5-1 (1) Non-Rule 10b5-1 (2) Stock to be Sold Expiration Date Christine Zedelmayer , Chief Operating Officer Adoption (3) August 27, 2025 X 801,173 August 27, 2026 (1) Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. (2) “ No n-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act. (3) Represents the adoption of a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) adopted on December 12, 2023. 75 Item 6. Exhibits The following exhibits are filed as part of, or incorporated by reference into this Quarterly Report on Form 10-Q. Exhibit Number Description of Exhibit 2.1††* Agreement and Plan of Merger, dated February 14, 2022, by and among the Registrant, Bioniz Therapeutics, Inc., Project JetFuel Merger Sub, Inc. and Kevin Green, solely in his capacity as Securityholders’ Representative, incorporated by reference by Exhibit 2.1 of the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 16, 2022. 3.1 Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on October 16, 2018 . 3.2 Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed on October 16, 2018. 4.1 Form of Common Stock Certificate of the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 (File No. 333-227387), as amended, originally filed with the Securities and Exchange Commission on September 17, 2018. 4.2 Warrant to Purchase Common Stock, dated September 30, 2019, issued to Oxford Finance LLC, incorporated by reference to Exhibit 4.2 of the Registrant’s Quarterly Report on Form 10-Q, filed with the Securities and Exchang e Commission on November 12, 2019 . 4.3 Warrant to Purchase Common Stock, dated September 30, 2019, issued to Silicon Valley Bank, incorporated by reference to Exhibit 4.3 of the Registrant’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 12, 2019. 4.4 Form of Warrant, issued February 5, 2021, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 4, 2021. 4.5† Registration Rights Agreement, dated August 12, 2025, by and between the Registrant and the investors named therein, incorporated by reference to Exhibit 4.5 of the Registrant's Quarterly Repot on Form 10-Q, filed with the Securities and Exchange Commission on August 14, 2025. 4.6 Form of Pre-Funded Warrant to Purchase Common Stock, incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 11, 2025 . 10.1 Open Market Sale Agreement, dated as of October 5, 2023, by and between the Registrant and Jefferies LLC, as amended by Amendment No. 1 dated August 3, 2025, incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 4, 2025. 10.2† Securities Purchase Agreement, dated August 10, 2025, by and among Company and the Investors, incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 11, 2025. 31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. 32.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350. 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 76 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). † Schedules and exhibits to the agreement have been omitted pursuant to Item 601 of Regulation S-K. * This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing. 77 SIGNAT URES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 13, 2025 EQUILLIUM, INC. By: /s/ Bruce D. Steel Bruce D. Steel Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) 78