Coya Therapeutics, Inc.
2,522,727 Shares of Common Stock
This prospectus relates to the resale of up to 2,522,727 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 permitted transferees. The shares of common stock registered for resale pursuant to this prospectus include 2,522,727 shares of common stock (the "Shares") issued in a private placement (the "Private Placement") pursuant to a Securities Purchase Agreement entered into on January 29, 2026 with certain accredited investors party thereto (the "Securities Purchase Agreement").
We will not receive any of the proceeds from the sale of the Shares by the selling stockholders.
The selling stockholders, or their permitted transferees or other successors-in-interest, may sell the Shares of common stock described in this prospectus in a number of different ways and at varying prices. See "Plan of Distribution" on page 14 of this prospectus for more information on how the selling stockholders may sell the Shares of common stock pursuant to this prospectus. Certain of the selling stockholders may be "underwriters" within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the "Securities Act").
We will pay the expenses incurred in registering the resale of the Shares, including legal and accounting fees. See "Plan of Distribution" on page 14 of this prospectus.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.
We are an "emerging growth company" as defined in Section 2(a) of the Securities Act, and we have elected to comply with certain reduced public company reporting requirements.
Our common stock is listed on the Nasdaq Capital Market under the symbol "COYA." The last reported sale price for our common stock on March 13, 2026 as quoted on the Nasdaq Capital Market was $4.53 per share.
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