−Removed: Unregistered Sales of Equit y Securities and Us e of Proceeds.
−Removed: Recent Sales of Unregistered Securities
−Removed: During the three months ended March 31, 2020, we issued and sold the following unregistered securities (excluding those previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K):
−Removed: On January 21, 2020, as partial compensation for services under an independent consulting agreement with The Del Mar Consulting Group, Inc., or Del Mar, and Alex Partners, LLC, or Alex Partners, we issued 10,973 shares of our common stock to Del Mar and 7,315 shares of our common stock to Alex Partners.
−Removed: The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) in that the issuance of securities to the accredited investors did not involve a public offering.
−Removed: The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions.
−Removed: Each of the recipients of securities in these transactions was an accredited investor under Rule 501 of Regulation D.
−Removed: No underwriters were involved in these transactions.
+Added: Unregistered Sales of Equit y Securities and Use of Proceeds.
Use of Proceeds
1 unchanged sentence
333-227387) was declared effective by the SEC for our initial public offering of common stock.
−Removed: On October 16, 2018, we sold an aggregate of 4,670,000 shares of common stock and on November 2, 2018, we sold an additional 445,097 shares of common stock pursuant to the underwriters’ partial exercise of their option to purchase additional shares, each at an offering price of $14.00 per share, for aggregate gross proceeds of approxim ately $71.6 million.
+Added: On October 16, 2018, we sold an aggregate of 4,670,000 shares of common stock and on November 2, 2018, we sold an additional 445,097 shares of common stock pursuant to the underwriters’ partial exercise of their option to purchase additional shares, each at an offering price of $14.00 per share, for aggregate gross proceeds of approximately $71.6 million.
After deducting underwriting discounts, commissions and offering costs incurred by us of approximately $7.1 million, the net proceeds from the offering were approximately $64.5 million.
3 unchanged sentences
Upon receipt, the net proceeds from our IPO were held in cash, cash equivalents and short-term investments.
−Removed: As of March 31, 2020, we have used $27.3 million of the net proceeds from the IPO.
+Added: As of June 30, 2020, we have used $32.4 million of the net proceeds from the IPO.
Pending such uses, we plan to continue investing the unused proceeds from the IPO in fixed, non-speculative income instruments and money market funds.
8 unchanged sentences
Registration Rights Agreement, dated as of March 27, 2020, by and between the Registrant and Lincoln Park Capital Fund, LLC, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on March 30, 2020 .
−Removed: First Amendment to Offer Letter, effective as of January 1, 2020, by and between the Registrant and Daniel M.
−Removed: Bradbury, incorporated by reference to Exhibit 10.20 of the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 26, 2020.
−Removed: First Amendment to Offer Letter, effective as of January 1, 2020, by and between the Registrant and Krishna Polu, M.D., incorporated by reference to Exhibit 10.21 of the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 26, 2020 .
−Removed: First Amendment to Offer Letter, effective as of January 1, 2020, by and between the Registrant and Bruce D.
−Removed: Steel, incorporated by reference to Exhibit 10.22 of the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 26, 2020 .
−Removed: First Amendment to Offer Letter, effective as of January 1, 2020, by and between the Registrant and Christine Zedelmayer, incorporated by reference to Exhibit 10.23 of the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 26, 2020.
−Removed: Purchase Agreement, dated as of March 27, 2020, by and between the Registrant and Lincoln Park Capital Fund, LLC, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed March 30, 2020 .
+Added: Equillium, Inc.
+Added: Non-Employee Director Compensation Policy, as amended.
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.
9 unchanged sentences
Filed herewith.
+Added: Furnished herewith.
Indicates management contract or compensatory plan.
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.
+Added: August 12, 2020
EQUILLIUM, INC.
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.