Coya Therapeutics Inc

DEF 14A 1 coya_proxy_2023.htm DEF 14A

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:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

5850 San Felipe St., Suite 500

Houston, TX 77057

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on May 8, 2024

To the Stockholders of

Coya Therapeutics, Inc.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Coya Therapeutics, Inc. (the “Company”) will be held on May 8, 2024, at 12:00 p.m. Central Time. The Annual Meeting will be held in a virtual meeting format athttp://www.meetnow.global/M2L2QA2. You will not be able to attend the Annual Meeting in person.

At the Annual Meeting, stockholders will act on the following matters:

•

To elect two director nominees to serve as director until the 2027 annual meeting of stockholders;

•

To approve an amendment to the Amended and Restated Coya Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Incentive Plan”) to increase the number of the shares of common stock authorized for issuance thereunder by 750,000 shares to 2,571,070 shares; and;

•

To ratify the appointment of Weaver and Tidwell, L.L.P. as our independent registered public accounting firm for the year ending December 31, 2024; and

•

To consider any other matters that may properly come before the Annual Meeting.

Only stockholders of record at the close of business on March 22, 2024 (the “Record Date”) are entitled to receive notice of and to vote at the Annual Meeting or any postponement or adjournment thereof.

All stockholders are cordially invited to attend the Annual Meeting. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by following the instructions in the Notice of Internet Availability of Proxy Materials that you previously received and to submit your proxy over the Internet or by mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting, unless the proxy states it is irrevocable and was coupled with an interest sufficient in law to support an irrevocable power.

If your shares are held in “street name” by your bank, broker or other nominee, your bank, broker or other nominee will be unable to vote your shares without instructions from you. You should instruct your bank, broker or other nominee to vote your shares in accordance with the procedures provided by your bank, broker or other nominee.

IMPORTANT NOTICE OF AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 8, 2024

Our proxy materials including our Proxy Statement for the Annual Meeting, our Annual Report for the fiscal year ended December 31, 2023, as amended, and proxy card are available on the Internet at www.envisionreports.com/COYA. Under Securities and Exchange Commission rules, we are providing access to our proxy materials by notifying you of the availability of our proxy materials on the Internet.

By Order of the Board of Directors

/s/ Howard Berman

Howard Berman

Chief Executive Officer

March 28, 2024

Houston, TX

TABLE OF CONTENTS

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5850 SAN FELIPE ST., SUITE 500

HOUSTON, TX 77057

2024 PROXY STATEMENT

This proxy statement contains information related to the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 8, 2024 at 12:00 p.m. Central Time, or at such other time and place to which the Annual Meeting may be adjourned or postponed. The Annual Meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend our Annual Meeting, vote and submit your questions during the meeting by visiting http://www.meetnow.global/M2L2QA2. You will not be able to attend the Annual Meeting in person.

The enclosed proxy is solicited by the Board of Directors (the “Board”) of Coya Therapeutics, Inc. (the “Company”). The proxy materials relating to the Annual Meeting are being mailed to stockholders entitled to vote at the meeting on or about March 28, 2024. A list of record holders of the Company’s common stock entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose germane to the Annual Meeting, at our principal offices at 5850 San Felipe St., Suite 500, Houston, Texas 77057, during normal business hours for ten days prior to the Annual Meeting (the “Stockholder List”).

Important Notice of Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 8, 2024.

Our proxy materials including our Notice of Internet Availability of Proxy Materials, Proxy Statement for the Annual Meeting and our Annual Report for the fiscal year ended December 31, 2023, as amended, are available on the Internet at www.envisionreports.com/COYA. Under Securities and Exchange Commission rules, we are providing access to our proxy materials by notifying you of the availability of our proxy materials on the Internet.