COYA / Coya Therapeutics, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 Coya Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 Coya Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission

Coya Therapeutics, Inc. Common Stock Preferred Stock Debt Securities Subscription Rights

424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-289511 PROSPECTUS Coya Therapeutics, Inc. $75,000,000 Common Stock Preferred Stock Warrants Debt Securities Subscription Rights Units We may offer, issue and sell from time to time together or separately, in one or more offerings, any combination of (i) our common stock, (ii) our preferred stock, which we may issue in on

Coya Therapeutics Reports Second Quarter Financial Results and Provides a Corporate Update

Coya Therapeutics Reports Second Quarter Financial Results and Provides a Corporate Update HOUSTON, TX, August 12, 2025 - Coya Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41583 Coya Therapeutics, Inc.

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 Coya Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission

As filed with the Securities and Exchange Commission on August 12, 2025

S-3 As filed with the Securities and Exchange Commission on August 12, 2025 Registration No.

Filing fees.*

Calculation of Filing Fee Tables S-3 Coya Therapeutics, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Ini

Form of Subordinated Note (included in Exhibit 4.6).*

EX-4.6 Exhibit 4.6 COYA THERAPETUICS, INC., as Issuer and •, as Trustee INDENTURE Dated as of • Subordinated Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of • between COYA THERAPETUICS, INC. and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.09(a),

Form of Senior Note (included in Exhibit 4.5).*

EX-4.5 Exhibit 4.5 COYA THERAPETUICS, INC., as Issuer and ●, as Trustee INDENTURE Dated as of ● Senior Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of ● between COYA THERAPEUTICS, INC. and          , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.09(a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 Coya Therapeutics,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 Coya Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 Coya Therapeutics,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 Coya Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission F

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission F

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41583 Coya Therapeutics, Inc.

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 Coya Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission Fi

Coya Therapeutics Reports First Quarter Financial Results and Provides a Corporate Update

Coya Therapeutics Reports First Quarter Financial Results and Provides a Corporate Update Houston, TX, May 13, 2025 - Coya Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANS

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM       TO       Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41583 Coya Therapeuti

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 Coya Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission

Coya Therapeutics Provides a Corporate Update and Reports Fiscal 2024 Financial Results

Coya Therapeutics Provides a Corporate Update and Reports Fiscal 2024 Financial Results Houston, TX, March 18, 2025 - Coya Therapeutics, Inc.

First Amendment to the Sponsored Research Agreement, effective as of June 8, 2024, by and between Coya Therapeutics, Inc. and Methodist Hospital Research Institute dba Houston Methodist Research Institute.

Exhibit 10.10 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. FIRST AMENDMENT TO SPONSORED RESEARCH AGREEMENT This first amendment (“Amendment 1”) to that certain Spo

Second Amendment to the Sponsored Research Agreement, effective as of October 9, 2024, by and between Coya Therapeutics, Inc. and Methodist Hospital Research Institute dba Houston Methodist Research Institute.

Exhibit 10.11 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. SECOND AMENDMENT TO SPONSORED RESEARCH AGREEMENT This second amendment (“Amendment 2”) to that certain S

Sponsored Research Agreement, effective as of December 8, 2022, by and between Coya Therapeutics, Inc. and Methodist Hospital Research Institute dba Houston Methodist Research Institute.

Exhibit 10.9 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. SPONSORED RESEARCH AGREEMENT This SPONSORED RESEARCH AGREEMENT (this “Agreement”), effective as of Decemb

Insider Trading Policy.

Adopted by the Board of Directors on March 13, 2025. COYA THERAPEUTICS, INC. INSIDER TRADING POLICY INTRODUCTION As a public company, one of our important ethical duties is to protect and properly use nonpublic information acquired during our service with Coya Therapeutics, Inc. (together with its subsidiaries, “Coya” or the “Company”). This Insider Trading Policy (the “Policy”) provides detailed

Filing Fee Table.*

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Coya Therapeutics, Inc.

As filed with the Securities and Exchange Commission on January 30, 2025

As filed with the Securities and Exchange Commission on January 30, 2025 Registration No.

Coya Therapeutics, Inc. 1,379,314 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-283366 PROSPECTUS Coya Therapeutics, Inc. 1,379,314 Shares of Common Stock This prospectus relates to the resale of up to 1,379,314 shares of Coya Therapeutics, Inc. (the “Company,” “we,” “our,” or “us”) common stock, par value $0.0001 per share (“common stock”), by the selling stockholders listed in this prospectus or their p

November 26, 2024

November 26, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Coya Therapeutics, Inc.

As filed with the Securities and Exchange Commission on November 20, 2024

S-3 Table of Contents As filed with the Securities and Exchange Commission on November 20, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41583 Coya Therapeutics, Inc.

Coya Therapeutics Provides a Corporate Update and Reports Unaudited Third Quarter 2024 Financial Results

Coya Therapeutics Provides a Corporate Update and Reports Unaudited Third Quarter 2024 Financial Results Houston, TX, November 6, 2024 - Coya Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 06, 2024 Coya Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commissi

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2024 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2024 Coya Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2024 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or other jurisdiction of incorporation) (Commissio

Employment Agreement between Coya Therapeutics, Inc. and Dr. Howard Berman, dated October 30, 2024.

EX-10.2 Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”), dated November 1, 2024 (“Effective Date”), is between Coya Therapeutics, Inc. (the “Company”) and Howard Berman (“Executive”). WHEREAS, Company and Executive are parties to that certain Executive Employment Agreement (the “Original Agreement”) dated December 15, 2020 pursuant to which Executive serves as Chief Execu

Employment Agreement between Coya Therapeutics, Inc. and Dr. Arun Swaminathan, dated October 30, 2024.

EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”), effective as of November 1, 2024 (“Effective Date”), is between Coya Therapeutics, Inc. (the “Company”) and Dr. Arun Swaminathan (“Executive”). WHEREAS, the Company desires to employ Executive as its Chief Executive Officer, and Executive desires to accept such position. NOW, THEREFORE, in consideration of the mutua

Cautionary Note of Forward-Looking Statements and Disclaimers This presentation and the accompanying oral presentation contain “forward-looking” statements that are based on our management’s beliefs and assumptions and on information currently availa

EX-99.2 *Trial funded by Alzheimer’s Association, Gates Foundation, NIA with support by Coya Therapeutics Low Dose Interleukin-2 (LD IL-2) in Patients with Mild to Moderate Alzheimer’s Disease: A Randomized, Double-Blind, Placebo-Controlled Clinical Trial An Investigator Initiated Trial Led by Dr. Alireza Faridar at Houston Methodist Hospital* Exhibit 99.2 Cautionary Note of Forward-Looking Statem

Coya Therapeutics Announces Positive Results of a Double-Blind Study of Subcutaneous Low-Dose Interleukin-2 (LD IL-2) in Alzheimer’s Disease (AD) Presented at the Clinical Trials on Alzheimer’s Disease Conference (CTAD24) in Madrid (Spain)

EX-99.1 Exhibit 99.1 Coya Therapeutics Announces Positive Results of a Double-Blind Study of Subcutaneous Low-Dose Interleukin-2 (LD IL-2) in Alzheimer’s Disease (AD) Presented at the Clinical Trials on Alzheimer’s Disease Conference (CTAD24) in Madrid (Spain) • Study met Primary and Secondary Endpoints for Safety and Regulatory T cell (Treg) Cell Population Enhancement, respectively, with no off-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 Coya Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or other jurisdiction of incorporation) (Commissio

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or other jurisdiction of incorporation) (Commissio

Form of Securities Purchase Agreement, by and among the Company and the Purchasers.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of October  , 2024, is being entered into among Coya Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the t

Coya Therapeutics Announces $10.0 Million Private Placement -  Majority of investors in offering are existing institutional stockholders of Coya

Exhibit 99.1 Coya Therapeutics Announces $10.0 Million Private Placement -  Majority of investors in offering are existing institutional stockholders of Coya HOUSTON, TX, October 22, 2024 / Coya Therapeutics, Inc. (Nasdaq:COYA) (“Coya” or the “Company”), a clinical-stage biotechnology company developing biologics and cell therapies intended to enhance the function of regulatory T cells (“Tregs”),

Coya Therapeutics Promotes Arun Swaminathan Ph.D. to Chief Executive Officer Effective November 1st, 2024 Dr. Howard Berman, the founder of Coya, will transition to Executive Chair of the Board effective November 1st, 2024 Dr. Arun Swaminathan is app

Exhibit 99.1 Coya Therapeutics Promotes Arun Swaminathan Ph.D. to Chief Executive Officer Effective November 1st, 2024 Dr. Howard Berman, the founder of Coya, will transition to Executive Chair of the Board effective November 1st, 2024 Dr. Arun Swaminathan is appointed to the Board of Directors effective immediately HOUSTON, TX, August 19, 2024 — Coya Therapeutics, Inc. (NASDAQ: COYA) (“Coya” or t

Executive Employment Agreement by and between the Company and Arun Swaminathan, dated April 3, 2023.

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”), dated April 3, 2023 (“Effective Date”), is between Coya Therapeutics, Inc. (the “Company”) and Arun Swaminathan (“Executive”). 1. Position, Responsibilities, and term a. Position. Executive is employed by the Company to render services to the Company in the position of Chief Business Officer. Executive s

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2024 Coya Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission

Coya Therapeutics Provides a Corporate Update and Reports Unaudited Second Quarter 2024 Financial Results

Coya Therapeutics Provides a Corporate Update and Reports Unaudited Second Quarter 2024 Financial Results Houston, TX, August 12, 2024 - Coya Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 Coya Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41583 Coya Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2024 Coya Therapeutics,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2024 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or other jurisdiction of incorporation) (Commission F

Coya Therapeutics, Inc. 603,136 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-280235 PROSPECTUS Coya Therapeutics, Inc. 603,136 Shares of Common Stock This prospectus relates to the resale of up to 603,136 shares of Coya Therapeutics, Inc. (the “Company,” “we,” “our,” or “us”) common stock, par value $0.0001 per share (“common stock”), by the selling stockholder listed in this prospectus or its permitte

June 20, 2024

June 20, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on June 14, 2024

Table of Contents As filed with the Securities and Exchange Commission on June 14, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Coya Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 Coya Therapeutics, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or other jurisdiction of incorporation) (Commission Fi

First Amendment to DRL Development Agreement, dated June 4, 2024.

EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENT This First Amendment to Development and License Agreement (this “First Amendment”) is made and entered into effective as of June 4, 2024 (the “First Amendment Effective Date”) by and between Coya Therapeutics, Inc., a Delaware corporation having its registered office at 5850 San Felipe St., Suite 500, Houston, Texas 77057, U

Coya Therapeutics Announces $5 Million Strategic Investment by the Alzheimer’s Drug Discovery Foundation (ADDF) Funds will help support the development of COYA 302 for the treatment of Frontotemporal Dementia (FTD) COYA 302’s combination therapeutic

EX-99.1 Exhibit 99.1 Coya Therapeutics Announces $5 Million Strategic Investment by the Alzheimer’s Drug Discovery Foundation (ADDF) Funds will help support the development of COYA 302 for the treatment of Frontotemporal Dementia (FTD) COYA 302’s combination therapeutic approach aligns with ADDF’s belief in combination therapy being the future of Alzheimer’s and related dementia treatments Houston

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2024 Coya Therapeutics, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2024 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or other jurisdiction of incorporation) (Commission Fi

Form of Securities Purchase Agreement, by and among the Company and the Purchaser (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on May 17, 2024).

EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of May 17, 2024, is being entered into among Coya Therapeutics, Inc., a Delaware corporation (the “Company”), and the Alzheimer’s Drug Discovery Foundation (including its successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41583 Coya Therapeutics, Inc.

Coya Therapeutics Provides a Corporate Update and Reports Unaudited First Quarter 2024 Financial Results

Coya Therapeutics Provides a Corporate Update and Reports Unaudited First Quarter 2024 Financial Results Houston, TX, May 9, 2024 - Coya Therapeutics, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 09, 2024 Coya Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission Fi

Amendment No.1 to the Amended and Restated Coya Therapeutics, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2024).

Exhibit 10.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED COYA THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN ADOPTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: MARCH 19, 2024 APPROVED BY STOCKHOLDERS: MAY 8, 2024 This First Amendment (the “Amendment”) to the Coya Therapeutics, Inc. Amended and Restated 2021 Equity Incentive Plan (the “Plan”) of Coya Therapeutics, Inc. (the “Company”),

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission Fil

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 Coya Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission

Coya Therapeutics Provides a Corporate Update and Reports Fiscal 2023 Financial Results

Coya Therapeutics Provides a Corporate Update and Reports Fiscal 2023 Financial Results Houston, TX, March 19, 2024 - Coya Therapeutics, Inc.

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-K filed with SEC on March 19, 2024).

Amended IPO Charter AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COYA THERAPEUTICS, INC.

Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 of the Company’s Form 10-K filed with SEC on March 19, 2024).

AMENDED AND RESTATED BYLAWS OF Coya Therapeutics, Inc. ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board of Directors (the “Board”) of Coya Therapeutics, Inc. (the “Corporation”), the Chairman of the Board or the Chief Executive Officer or, if not so designated, at the principal office

Development and License Agreement by and among Coya Therapeutics, Inc., Dr. Reddy's Laboratories SA, and Dr. Reddy's Laboratories Ltd., dated December 5, 2023.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Exhibit 4.7

Exhibit 4.7 DESCRIPTION OF CAPITAL STOCK General Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. Common Stock Holders of shares of our common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41583 Coya Therapeuti

Clawback Policy.

COYA THERAPEUTICS, INC. COMPENSATION RECOVERY POLICY (Adopted and approved on November 3, 2023, and effective as of December 1, 2023) 1. Purpose Coya Therapeutics, Inc. (the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted this Compensation Recov

COYA / Coya Therapeutics, Inc. / GREENLIGHT CAPITAL INC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 sch13ga.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Coya Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 22407B108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Ch

COYA / Coya Therapeutics, Inc. / HIRSCHMAN ORIN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 1 Under the Securities Exchange Act of 1934 Coya Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 22407B108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2024 Coya Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2024 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commissio

Coya Therapeutics, Inc. 4,689,386 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-276374 PROSPECTUS Coya Therapeutics, Inc. 4,689,386 Shares of Common Stock This prospectus relates to the resale of up to 4,689,386 shares of Coya Therapeutics, Inc. (the “Company,” “we,” “our,” or “us”) common stock, par value $0.0001 per share (“common stock”), by the selling stockholders listed in this prospectus or their p

January 10, 2024

January 10, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Coya Therapeutics, Inc.

As filed with the Securities and Exchange Commission on January 4, 2024

S-3 Table of Contents As filed with the Securities and Exchange Commission on January 4, 2024 Registration No.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2023 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commissi

Mr. Wilbur L. Ross, Former United States Secretary of Commerce, Joins Board of Coya Therapeutics, Inc.

Exhibit 99.1 Mr. Wilbur L. Ross, Former United States Secretary of Commerce, Joins Board of Coya Therapeutics, Inc. • Secretary Ross has over 55 years’ experience as a business leader, banker, and investor and is the former Chairman and Chief Strategy Officer of WL Ross & Co. HOUSTON, TX - Coya Therapeutics, Inc. (Nasdaq: COYA) (“Coya” or the “Company”), a clinical-stage biotechnology company deve

COYA / Coya Therapeutics Inc / GREENLIGHT CAPITAL INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Coya Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 22407B108 (CUSIP Number) December 12, 2023 (Voluntary Filing) (Date of Event which Requires Filing of this Statement) Check the appropriate b

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G and/or 13D (including any and all amendments thereto) with respect to Common Stock, par value $0.0001 per share, of Coya Therapeutics, Inc., and furthe

Form of Newbridge/Allele Warrant used in December 2023 Private Placement (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC on December 6, 2023).

Exhibit 4.1 NEITHER THIS PURCHASE WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT PURSUANT TO AN EFFECTIVE R

Coya Therapeutics Announces $26.5 Million Private Placement

Exhibit 99.2 Coya Therapeutics Announces $26.5 Million Private Placement HOUSTON, TX, December 6, 2023 / Coya Therapeutics, Inc. (Nasdaq:COYA) (“Coya” or the “Company”), a clinical-stage biotechnology company developing biologics and cell therapies intended to enhance the function of regulatory T cells (“Tregs”), announced today that it has entered into definitive securities purchase agreements fo

Form of Securities Purchase Agreement December 2023 Private Placement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on December 6, 2023).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of December , 2023, is being entered into among Coya Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the t

Coya Therapeutics, Inc. and Dr. Reddy’s Laboratories enter into an Exclusive Collaboration for Development and Commercialization of COYA 302, an Investigational Combination Therapy for Treatment of Amyotrophic Lateral Sclerosis (ALS)

Exhibit 99.1 Coya Therapeutics, Inc. and Dr. Reddy’s Laboratories enter into an Exclusive Collaboration for Development and Commercialization of COYA 302, an Investigational Combination Therapy for Treatment of Amyotrophic Lateral Sclerosis (ALS) • Under the Agreement, Dr. Reddy’s will obtain commercialization rights for COYA 302 in the United States, Canada, the European Union and the United King

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023 Coya Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41583 Coya Therapeutics, Inc.

CONDENSED BALANCE SHEETS

Coya Therapeutics, Inc. Provides Business Update and Reports Q3 2023 Unaudited Financial Results Coya Therapeutics, Inc. (Nasdaq: COYA) (“Coya” or the “Company”), a clinical-stage biotechnology company developing biologics and cell therapies intended to enhance the function of Regulatory T Cells (Tregs), today announced its financial results for the third quarter ended September 30, 2023, and prov

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 08, 2023 Coya Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commissi

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission

Former CEO and Chairman of the Board of Bayer Pharma AG, Dieter Weinand, joins Coya’s Board of Directors

Exhibit 99.1 Former CEO and Chairman of the Board of Bayer Pharma AG, Dieter Weinand, joins Coya’s Board of Directors • Mr. Weinand is the former CEO and Chairman of the Board at Bayer Pharma AG, leading Bayer’s fully integrated $20 billion healthcare business • Mr. Weinand is a seasoned business leader with over 25 years of experience leading business and strategic operations for companies includ

CONDENSED BALANCE SHEETS

Coya Therapeutics, Inc. Provides Business Update and Reports Q2 2023 Unaudited Financial Results HOUSTON, TX - Coya Therapeutics, Inc. (Nasdaq: COYA) (“Coya” or the “Company”), a clinical-stage biotechnology company developing biologics and cell therapies intended to enhance the function of Regulatory T Cells (Tregs), today announced its financial results for the second quarter ended June 30, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41583 Coya Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 08, 2023 Coya Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 Coya Therapeutics,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission F

Amended and Restated Employment Agreement, dated July 11, 2023, between the Company and Dr. Fred Grossman (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on July 14, 2023).

EX-10.1 Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (“Agreement”), dated July 11th, 2023 (“Effective Date”), is between Coya Therapeutics, Inc. (the “Company”) and Fred Grossman (“Executive”) and amends and restates the Original Executive Employment Agreement (as defined below). We refer to the date on which you start em

Employment Agreement, dated July 3, 2023, between the Company and Dr. Fred Grossman.

EX-10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”), dated July 03, 2023 (“Effective Date”), is between Coya Therapeutics, Inc. (the “Company”) and Fred Grossman (“Executive”). We refer to the date on which you start employment as the “Start Date.” We expect your Start Date to be on or around July 17, 2023. 1. Position, Responsibilities, and term a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2023 Coya Therapeutics, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2023 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2023 Coya Therapeutics,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2023 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission F

Coya Therapeutics’ CEO Dr. Howard Berman’s Letter to Stockholders

EX-99.1 Exhibit 99.1 Coya Therapeutics’ CEO Dr. Howard Berman’s Letter to Stockholders HOUSTON—(BUSINESS WIRE)—Coya Therapeutics, Inc. (NASDAQ: COYA) (“Coya” or the “Company”), a clinical-stage biotechnology company developing biologics intended to enhance Treg function, today released the following letter to stockholders from its Chief Executive Officer and Chairman, Dr. Howard Berman. Dear Fello

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 Coya Therapeutics, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission Fi

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents United States Securities and Exchange Commission Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2023 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission Fi

Coya Therapeutics’ COYA 301 Increased Treg Function and Halted Cognitive Decline in an Open Label Study in Patients with Alzheimer’s Disease

EX-99.1 2 d471671dex991.htm EX-99.1 Exhibit 99.1 Coya Therapeutics’ COYA 301 Increased Treg Function and Halted Cognitive Decline in an Open Label Study in Patients with Alzheimer’s Disease • The open-label study evaluated the safety and tolerability, biological activity, blood biomarkers and preliminary efficacy of COYA 301 in 8 patients with Alzheimer’s disease (AD). The investigator-initiated s

Poster Presentation of Coya Therapeutics, Inc.

EX-99.2 Exhibit 99.2 Regulatory T Cell Expansion Strategy to Target Inflammation in AD: Phase I feasibility trial 1 1 1 1 1 1 1 Alireza Faridar , Abdulmunaim M Eid , Aaron D. Thome , Weihua Zhao , David R. Beers , Maria B Pascual , Mohammad O. Nakawah , 1 2 3,4 1 1 Gustavo C. Roman , Charles S. Davis , Michael Grundman , Joseph C. Masdeu , Stanley H. Appel 1 Stanley H. Appel Department of Neurolog

1,670,000 Shares of Common Stock Issuable Upon Exercise of Previously Issued Warrants Coya Therapeutics, Inc.

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-268482 PROSPECTUS 1,670,000 Shares of Common Stock Issuable Upon Exercise of Previously Issued Warrants Coya Therapeutics, Inc. This prospectus relates to the offer and sale by Coya Therapeutics, Inc., a Delaware corporation, of up to 1,670,000 shares of common stock underlying warrants (the “Warrants”) previously issued

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41583 Coya Therapeutics, Inc.

License and Supply Agreement by and between Coya Therapeutics, Inc. and Dr. Reddy's Laboratories Ltd. (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023).

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 Coya Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission Fi

CONDENSED BALANCE SHEETS

Coya Therapeutics, Inc. Provides Business Update and Reports Q1 2023 Unaudited Financial Results HOUSTON-(BUSINESS WIRE)- Coya Therapeutics, Inc. (Nasdaq: COYA) (“Coya” or the “Company”), a clinical-stage biotechnology company developing biologics and cell therapies intended to enhance the function of Regulatory T Cells (Tregs), today announced its financial results for the first quarter ended Mar

As filed with the Securities and Exchange Commission on May 8, 2023

Table of Contents As filed with the Securities and Exchange Commission on May 8, 2023 Registration No.

Form 10-K/A

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Power of Attorney (included on the signature page).*

As filed with the Securities and Exchange Commission on April 14, 2023 Registration No.

Filing Fee Table.*

EX-FILING FEES 4 d422934dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Coya Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate

Coya Therapeutics, Inc. Provides Business Update and Reports FY 2022 Unaudited Financial Results

Coya Therapeutics, Inc. Provides Business Update and Reports FY 2022 Unaudited Financial Results HOUSTON —Coya Therapeutics, Inc. (Nasdaq: COYA) (“Coya” or the “Company”), a clinical-stage biotechnology company developing biologics and cell therapies intended to enhance function of Regulatory T Cells (Tregs) function, today announced its financial results for fiscal year ended December 31, 2022, a

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41583 Coya Therapeuti

Amended and Restated Certificate of Incorporation.

Amended IPO Charter AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COYA THERAPEUTICS, INC.

Amended and Restated By-Laws.

AMENDED AND RESTATED BYLAWS OF Coya Therapeutics, Inc. ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board of Directors (the “Board”) of Coya Therapeutics, Inc. (the “Corporation”), the Chairman of the Board or the Chief Executive Officer or, if not so designated, at the principal office

Exhibit 4.6

Exhibit 4.6 DESCRIPTION OF CAPITAL STOCK General Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of March 16, 2023, there were 9,947,915 shares of common stock outstanding, and no shares of preferred stock outstanding. Common Stock Holders of shares of our common stoc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 Coya Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commission

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or other jurisdiction of incorporation) (Commission

Disclosures Mitsubishi Tanabe Pharma – Member of Clinical Advisory Board; Eledon Pharmaceuticals - Consultant; Implicit Bioscience - Consultant; Coya Therapeutics - Chair of Scientific Advisory Board

EX-99.1 Stanley H. Appel, MD Jason Thonhoff, MD, PhD David Beers, PhD Houston Methodist Research Institute 2023 MDA Clinical & Scientific Conference Novel Treg-modulating Immunotherapy Targets Inflammation in ALS Exhibit 99.1 Disclosures Mitsubishi Tanabe Pharma – Member of Clinical Advisory Board; Eledon Pharmaceuticals - Consultant; Implicit Bioscience - Consultant; Coya Therapeutics - Chair of

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2023 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 Coya Therapeutics,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or other jurisdiction (Commission (IRS Employer of i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 Coya Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 Coya Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41583 85-4017781 (State or other jurisdiction of incorporation) (Commissi

COYA / Coya Therapeutics Inc / Berman Howard Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* COYA THERAPEUTICS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 22407B108 (CUSIP Number) January 3, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

1. Joint Filing Agreement, dated as of February 14, 2023, by and between Bertex LLC and Howard Berman (incorporated by reference to Exhibit 1 to the Schedule 13G filed with the Securities and Exchange Commission on February 14, 2023).

EX-1 2 ex1.htm Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share, of Coya Therapeutics, Inc., a Delaware corporation, and furth

COYA / Coya Therapeutics Inc / Berman Howard Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* COYA THERAPEUTICS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 22407B108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023 Coya Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41583 85-4017781 (State or Other Jurisdiction of Incorporation) (Commissio

COYA / Coya Therapeutics Inc / HIRSCHMAN ORIN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Coya Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 22407B108 (CUSIP Number) December 29, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

3,050,000 Shares of Common Stock Warrants to Purchase up to 1,525,000 Shares of Common Stock

coya-424b4.DOCX.htm Filed Pursuant to Rule 424(b)(4) Registration No. 333-268482 3,050,000 Shares of Common Stock Warrants to Purchase up to 1,525,000 Shares of Common Stock This is the initial public offering of shares of common stock and warrants to purchase shares of common stock of Coya Therapeutics, Inc. We are offering 3,050,000 shares of our common stock and warrants to purchase up to 1,525

Form 8-A

coya-8k20221223.DOCX.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF l934 COYA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 85-4017781 (State or other jurisdiction of incorporation or organization) (I.R.S. Em

December 23, 2022

December 23, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

December 23, 2022

December 23, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Steven M. Skolnick

Steven M. Skolnick One Lowenstein Drive Partner Roseland, New Jersey 07068 T: 973 597 2476 F: 973 597 2477 E: [email protected] December 12, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Mail Stop 3030 Washington, DC 20549 Attn: Tara Harkins Kevin Kuhar Jane Park Tim Buchmiller Re: Coya Therapeutics, Inc. Amendment No

As filed with the Securities and Exchange Commission on December 12, 2022

As filed with the Securities and Exchange Commission on December 12, 2022 Registration No.

Certificate of Amendment No. 1 to the Amended and Restated Certificate of Incorporation of Coya Therapeutics, Inc., dated December 12, 2022(d)

Exhibit 3.5 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COYA THERAPEUTICS, INC. (Pursuant to Section 242 of the Delaware General Corporation Law) Coya Therapeutics, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: FIRST: The name of the Corporation is Coya

Form of Warrant Agency Agreement between Coya Therapeutics, Inc. and Computershare Limited (incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-1/A filed with the SEC on December 13, 2022).

Exhibit 4.5 WARRANT AGENT AGREEMENT This WARRANT AGENT AGREEMENT (this ?Warrant Agreement?) dated as of , 2022 (the ?Issuance Date?) is between Coya Therapeutics, Inc. a Delaware corporation (the ?Company?), and Computershare Inc., a Delaware corporation (?Computershare?), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the ?Warrant Agent?).

Form of Underwriting Agreement(d)

Exhibit 1.1 COYA THERAPEUTICS, INC. UNDERWRITING AGREEMENT [?], 2022 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule 1 hereto Ladies and Gentlemen: The undersigned, Coya Therapeutics, Inc. (the ?Company?), a company formed under the laws of the State of Delaware, hereby confirms its agreement with Chardan Cap

Form of Underwriters’ Warrant (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-1/A filed with the SEC on December 13, 2022).

Exhibit 4.3 Underwriter?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOL

COYA THERAPEUTICS Unleashing the Power of Tregs Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated December 6, 2022 Relating to the Preliminary Prospectus dated December 5, 2022 Registration Statement File N

COYA THERAPEUTICS Unleashing the Power of Tregs Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated December 6, 2022 Relating to the Preliminary Prospectus dated December 5, 2022 Registration Statement File No.

Material Transfer and Option Agreement, dated June 24, 2022, by and between Coya Therapeutics, Inc. and Carnegie Mellon University(c)(d)

EX-10.11 6 coya-ex101161.htm EX-10.11 EXHIBIT 10.11 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. MATERIAL TRANSFER AND OPTION AGREEMENT Carnegie Mellon University

Filing Fee Table(d)

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Coya Therapeutics, Inc.

Form of Amended and Restated Certificate of Incorporation, to become effective upon completion of this offering(d)

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COYA THERAPEUTICS, INC. Coya Therapeutics, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), hereby certifies as follows: 1.The name of this corporation is Coya Therapeutics, Inc. The date of the filing of its original certificate of incorporation with the Secretary of

License Agreement by and between Coya Therapeutics, Inc. and ARScience Biotherapeutics, Inc., dated August 23, 2022. (c)(d)

EXHIBIT 10.12 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK ?[***]?. LICENSE AGREEMENT By and Between COYA THERAPEUTICS, INC. AND ARSCIENCE BIOTHERAPEUTICS INC. LICENSE AGRE

Steven M. Skolnick

Steven M. Skolnick One Lowenstein Drive Partner Roseland, New Jersey 07068 T: 973 597 2476 F: 973 597 2477 E: [email protected] December 5, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Mail Stop 3030 Washington, DC 20549 Attn: Tara Harkins Kevin Kuhar Jane Park Tim Buchmiller Re: Coya Therapeutics, Inc. Registration

Form of Stock Option Grant Notice and Option Agreement (incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement on Form S-1/A filed with the SEC on December 13, 2022).

Exhibit 10.15 Coya Therapeutics, Inc. Stock Option Grant Notice Coya Therapeutics, Inc. (the ?Company?), under its 2021 Equity Incentive Plan, as amended and restated effective November 17, 2022 (the ?Plan?), hereby grants to Optionholder an option (the ?Option?) to purchase the number of shares of the Company?s Common Stock set forth below. The Option is subject to all of the terms and conditions

As filed with the Securities and Exchange Commission on December 5, 2022

As filed with the Securities and Exchange Commission on December 5, 2022 Registration No.

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-1/A filed with the SEC on December 5, 2022).

Exhibit 4.4 COMMON STOCK PURCHASE WARRANT COYA THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: , 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the ?Initial Exer

Amended and Restated Patent Know How and License Agreement, effective as of October 6, 2020, by and between Coya Therapeutics, Inc. and The Methodist Hospital(c)(d)

CONFIDENTIAL EXHIBIT 10.7 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK ?[***]?. AMENDED AND RESTATED PATENT AND KNOW HOW LICENSE AGREEMENT METHODIST AGREEMENT # [***] THIS

The Amended and Restated Coya Therapeutics, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1/A filed with the SEC on December 13, 2022).

Exhibit 10.1 Coya Therapeutics, Inc. 2021 Equity Incentive Plan As Amended and Restated Effective November 17, 2022 (the ?Restatement Date?) Adopted by the Board of Directors: November 17, 2022 Approved by Stockholders: , 2022 1.General. (a)Eligible Award Recipients. Employees, Directors and Consultants are eligible to receive Awards. (b)Available Awards. The Plan provides for the grant of the fol

Form of Amended and Restated By-Laws, to become effective upon completion of this offering(e)

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF Coya Therapeutics, Inc. ARTICLE I STOCKHOLDERS 1.1Place of Meetings. All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board of Directors (the ?Board?) of Coya Therapeutics, Inc. (the ?Corporation?), the Chairman of the Board or the Chief Executive Officer or, if not so designated, at the princ

Material Transfer and Option Agreement, dated June 24, 2022, by and between Coya Therapeutics, Inc. and Carnegie Mellon University (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-1 filed with the SEC on November 18, 2022).

EXHIBIT 10.11 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK ?[***]?. MATERIAL TRANSFER AND OPTION AGREEMENT Carnegie Mellon University ? Coya Therapeutics This Agreement (he

Sponsored Research Agreement, dated February 3, 2021, by and between Coya Therapeutics, Inc. and The Methodist Hospital Research Institute d/b/a Houston Methodist Research Institute (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 filed with the SEC on November 18, 2022).

EXHIBIT 10.8 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK ?[***]?. CONFIDENTIAL SPONSORED RESEARCH AGREEMENT This SPONSORED RESEARCH AGREEMENT (this ?Agreement?), effective

Form of Amended and Restated Certificate of Incorporation, to become effective upon completion of this offering(d)

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COYA THERAPEUTICS, INC. Coya Therapeutics, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), hereby certifies as follows: 1.The name of this corporation is Coya Therapeutics, Inc. The date of the filing of its original certificate of incorporation with the Secretary of

Filing Fee Table(d)

EX-FILING FEES 23 coya-exfilingfees339.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Coya Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Maximum Aggregate Offering Price (1)(2) Fee Rate Amount of Registration Fee Fees to Be

Steven M. Skolnick

CORRESP 1 filename1.htm Steven M. Skolnick One Lowenstein Drive Partner Roseland, New Jersey 07068 T: 973 597 2476 F: 973 597 2477 E: [email protected] November 18, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Mail Stop 3030 Washington, DC 20549 Attn: Tara Harkins Kevin Kuhar Jane Park Tim Buchmiller Re: Coya Therape

First Amended Investors’ Rights Agreement dated as of March 4, 2022, by and among Coya Therapeutics, Inc. and certain holders of its capital stock (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-1 filed with the SEC on November 18, 2022).

EXHIBIT 4.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK ?[***]?. FIRST AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS FIRST AMENDED AND RESTATED INVESTORS? RIGHTS A

By-laws of Coya Therapeutics, Inc., as currently in effect(e)

Exhibit 3.3 CERTIFICATE OF ADOPTION OF BYLAWS OF COYA THERAPEUTICS, INC. November 23, 2020 The undersigned hereby certifies that he is the duly elected, qualified and acting Secretary of Coya Therapeutics, Inc., a Delaware corporation (the ?Company?), and that the Bylaws attached hereto as Exhibit A were adopted as the Bylaws of the Company by the Board of Directors of the Company by Written Conse

Employment Agreement Addendum, dated April 1, 2022, by and between Coya Therapeutics, Inc. and Howard Berman (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-1 filed with the SEC on November 18, 2022).

Exhibit 10. 4 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK ?[***]?. Employment Agreement Addendum This employment contract addendum ?Addendum? is made on April 1, 2022, (04

License Agreement by and between Coya Therapeutics, Inc. and ARScience Biotherapeutics, Inc., dated August 23, 2022 (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-1 filed with the SEC on November 18, 2022).

EXHIBIT 10.12 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK ?[***]?. LICENSE AGREEMENT By and Between COYA THERAPEUTICS, INC. AND ARSCIENCE BIOTHERAPEUTICS INC. LICENSE AGRE

Power of Attorney (included in signature page)

As filed with the Securities and Exchange Commission on November 18, 2022 Registration No.

Executive Employment Agreement, dated December 15, 2020, by and between Coya Therapeutics, Inc. and Howard Berman (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-1 filed with the SEC on November 18, 2022).

Exhibit 10. 3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (?Agreement?), dated December 15, 2020 (?Effective Date?), is between Coya Therapeutics, Inc. (the ?Company?) and Howard Berman (?Executive?). 1.Position, Responsibilities, and term a.Position. Executive is employed by the Company to render services to the Company in the position of Chief Executive Officer. Executive

Second Amendment to Sponsored Research Agreement, dated February 4, 2022, by and between Coya Therapeutics, Inc. and The Methodist Hospital Research Institute d/b/a Houston Methodist Research Institute (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 filed with the SEC on November 18, 2022).

EXHIBIT 10.10 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK ?[***]?. SECOND AMENDMENT TO SPONSORED RESEARCH AGREEMENT This second amendment (?Amendment 2?) to that certain S

Executive Employment Agreement, dated March 14, 2022, by and between Coya Therapeutics, Inc. and David Snyder (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 filed with the SEC on November 18, 2022).

Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (?Agreement?), dated March 14, 2022 (?Effective Date?), is between Coya Therapeutics, Inc. (the ?Company?) and David Snyder (?Executive?). 1.Position, Responsibilities, and term a.Position. Executive is employed by the Company to render services to the Company in the position of Chief Financial Officer / Chief Operatin

Executive Employment Agreement, dated November 1, 2021, by and between Coya Therapeutics, Inc. and Adrian Hepner (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 filed with the SEC on November 18, 2022).

Exhibit 10.6 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (?Agreement?), dated November 1, 2021 (?Effective Date?), is between Coya Therapeutics, Inc. (the ?Company?) and Adrian Hepner (?Executive?). 1.Position, Responsibilities, and term a.Position. Executive is employed by the Company to render services to the Company in the position of Chief Medical Officer / President. Ex

Amended and Restated Patent Know How and License Agreement, effective as of October 6, 2020, by and between Coya Therapeutics, Inc. and The Methodist Hospital (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 filed with the SEC on November 18, 2022).

EX-10.7 14 coya-ex10711.htm EX-10.7 EXHIBIT 10.7 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. CONFIDENTIAL AMENDED AND RESTATED PATENT AND KNOW HOW LICENSE AGREEME

Series A Placement Agent Warrant (incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-1 filed with the SEC on November 18, 2022).

Exhibit 10.13 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Amended and Restated Certificate of Incorporation of Coya Therapeutics, Inc., as currently in effect(e)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COYA THERAPEUTICS, INC. First: The name of this corporation is Coya Therapeutics, Inc. (the ?Corporation?). Second: The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporatio

First Amendment to Sponsored Research Agreement, dated February 4, 2022, by and between Coya Therapeutics, Inc. and The Methodist Hospital Research Institute d/b/a Houston Methodist Research Institute(c)(e)

EXHIBIT 10.9 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK ?[***]?. FIRST AMENDMENT TO SPONSORED RESEARCH AGREEMENT This first amendment (?Amendment 1?) to that certain Spon

Convertible Note Placement Agent Warrant (incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-1 filed with the SEC on November 18, 2022).

Exhibit 10.14 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Agreement and Plan of Merger by and among Coya Therapeutics, Inc. and Nicoya Health, Inc. dated December 22, 2020 (incorporated by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on November 18, 2022).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG COYA THERAPEUTICS, INC. AND NICOYA HEALTH, INC. DATED AS OF DECEMBER 22, 2020 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 Closing 1 1.3 Effective Time 1 1.4 Effect of the Merger 2 1.5 Certificate of Incorporation 2 1.6 Bylaws. 2 1.7 Directors of the Surviving Corporation 2 1.8 Officers of the Surviving Corporation 2 1.9 A

Form of Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on November 18, 2022).

Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $0.0001 Coya Therapeutics Shares *000000 Certificate Number ZQ00000000 Certificate Number ZQ00000000 COYA THERAPEUTICS, INC INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT Mr sample & MRS sample & MR. Sample & Mrs Sample SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP XXXXXX XX X

Form of Indemnification Agreement to be entered into by Coya Therapeutics, Inc. with its Officers and Directors (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-1 filed with the SEC on November 18, 2022).

Exhibit 10.2 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of , 2022 by and between Coya Therapeutics, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. RECITALS WHEREAS, the Board of Directors o

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COYA THERAPEUTICS, INC.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COYA THERAPEUTICS, INC. First: The name of this corporation is Coya Therapeutics, Inc. (the ?Corporation?). Second: The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporatio

AMENDED AND RESTATED BYLAWS OF Coya Therapeutics, Inc. ARTICLE I STOCKHOLDERS

EX-3 5 filename5.htm Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF Coya Therapeutics, Inc. ARTICLE I STOCKHOLDERS 1.1Place of Meetings. All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board of Directors (the “Board”) of Coya Therapeutics, Inc. (the “Corporation”), the Chairman of the Board or the Chief Executive Officer or, if not so des

CERTIFICATE OF ADOPTION COYA THERAPEUTICS, INC. November 23, 2020

Exhibit 3.3 CERTIFICATE OF ADOPTION OF BYLAWS OF COYA THERAPEUTICS, INC. November 23, 2020 The undersigned hereby certifies that he is the duly elected, qualified and acting Secretary of Coya Therapeutics, Inc., a Delaware corporation (the ?Company?), and that the Bylaws attached hereto as Exhibit A were adopted as the Bylaws of the Company by the Board of Directors of the Company by Written Conse

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10. 3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (?Agreement?), dated December 15, 2020 (?Effective Date?), is between Coya Therapeutics, Inc. (the ?Company?) and Howard Berman (?Executive?). 1.Position, Responsibilities, and term a.Position. Executive is employed by the Company to render services to the Company in the position of Chief Executive Officer. Executive

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (?Agreement?), dated March 14, 2022 (?Effective Date?), is between Coya Therapeutics, Inc. (the ?Company?) and David Snyder (?Executive?). 1.Position, Responsibilities, and term a.Position. Executive is employed by the Company to render services to the Company in the position of Chief Financial Officer / Chief Operatin

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.6 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (?Agreement?), dated November 1, 2021 (?Effective Date?), is between Coya Therapeutics, Inc. (the ?Company?) and Adrian Hepner (?Executive?). 1.Position, Responsibilities, and term a.Position. Executive is employed by the Company to render services to the Company in the position of Chief Medical Officer / President. Ex

COMMON STOCK PURCHASE WARRANT COYA THERAPEUTICS, INC.

EX-10 13 filename13.htm Exhibit 10.14 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

COMMON STOCK PURCHASE WARRANT COYA THERAPEUTICS, INC.

EX-10 12 filename12.htm Exhibit 10.13 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

Confidential Draft No. 3, as confidentially submitted to the U.S. Securities and Exchange Commission on October 28, 2022. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information h

DRS/A 1 filename1.htm Confidential Draft No. 3, as confidentially submitted to the U.S. Securities and Exchange Commission on October 28, 2022. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 205

Steven M. Skolnick

Steven M. Skolnick One Lowenstein Drive Partner Roseland, New Jersey 07068 T: 973 597 2476 F: 973 597 2477 E: [email protected] October 28, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Mail Stop 3030 Washington, DC 20549 Attn: Tara Harkins Kevin Kuhar Jane Park Tim Buchmiller Re: Coya Therapeutics, Inc. Amendment No.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COYA THERAPEUTICS, INC.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COYA THERAPEUTICS, INC. Coya Therapeutics, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), hereby certifies as follows: 1.The name of this corporation is Coya Therapeutics, Inc. The date of the filing of its original certificate of incorporation with the Secretary of

Employment Agreement Addendum

Exhibit 10. 4 Employment Agreement Addendum This employment contract addendum ?Addendum? is made on April 1, 2022, (04/01/22) by and between: Employer: Coya Therapeutics, with a mailing address of 5850 San Felipe, suite 500 Houston, TX 77057. And Employee: Howard Berman, with a mailing address of [***] This addendum shall be added to the original employment agreement, dated December 15th, 2020 (12

MATERIAL TRANSFER AND OPTION AGREEMENT Carnegie Mellon University – Coya Therapeutics

EX-10 11 filename11.htm EXHIBIT 10.11 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. MATERIAL TRANSFER AND OPTION AGREEMENT Carnegie Mellon University – Coya Therape

INDEMNIFICATION AGREEMENT

Exhibit 10.2 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of , 2022 by and between Coya Therapeutics, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. RECITALS WHEREAS, the Board of Directors o

Confidential Draft No. 2, as confidentially submitted to the U.S. Securities and Exchange Commission on October 7, 2022. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information he

Confidential Draft No. 2, as confidentially submitted to the U.S. Securities and Exchange Commission on October 7, 2022. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATIO

Steven M. Skolnick

DRSLTR 1 filename1.htm Steven M. Skolnick One Lowenstein Drive Partner Roseland, New Jersey 07068 T: 973 597 2476 F: 973 597 2477 E: [email protected] October 7, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Mail Stop 3030 Washington, DC 20549 Attn: Tara Harkins Kevin Kuhar Jane Park Tim Buchmiller Re: Coya Therapeuti

AGREEMENT AND PLAN OF MERGER BY AND AMONG COYA THERAPEUTICS, INC. NICOYA HEALTH, INC. DATED AS OF DECEMBER 22, 2020 TABLE OF CONTENTS

EX-2 2 filename2.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG COYA THERAPEUTICS, INC. AND NICOYA HEALTH, INC. DATED AS OF DECEMBER 22, 2020 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 Closing 1 1.3 Effective Time 1 1.4 Effect of the Merger 2 1.5 Certificate of Incorporation 2 1.6 Bylaws. 2 1.7 Directors of the Surviving Corporation 2 1.8 Officers of the Survivin

As confidentially submitted to the U.S. Securities and Exchange Commission on August 19, 2022. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly conf

As confidentially submitted to the U.S. Securities and Exchange Commission on August 19, 2022. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECU