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:

COYA THERAPEUTICS, INC.

(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):

COYA THERAPEUTICS, INC.

5850 SAN FELIPE ST., SUITE 500

HOUSTON, TX 77057

20232024 PROXY STATEMENT

This proxy statement contains information related to the 20232024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 28, 2023May 8, 2024 at 9:30 a.m.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/MQLF7FR. 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 May 19, 2023.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 June 28, 2023.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, 2022,2023, 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.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why are we calling this Annual Meeting?

Our Board is soliciting your proxy to vote at the Annual Meeting of stockholders to be held virtually via live webcast on Wednesday, June 28, 2023,May 8, 2024, at 9:30 a.m.12:00 p.m. Central Time and any adjournments or postponements of the meeting. We refer to this meeting as the “Annual Meeting.” This proxy statement summarizes the purposes of the Annual Meeting and the information you need to know to vote at the Annual Meeting.

We have made available to you on the Internet or have sent you this proxy statement, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022,2023, as amended, because you owned shares of our common stock on May 12, 2023March 22, 2024 (the “Record Date”).

We are calling the Annual Meeting to seek the approval of our stockholders:

How do I vote my shares without attending the Annual Meeting?

Stockholder of record (shares registered in your name). If you are a stockholder of record, you may authorize a proxy to vote on your behalf at the Annual Meeting in any of the following ways:

To facilitate timely receipt of your proxy, we encourage you to vote via the Internet or telephone following the instructions on the enclosed proxy card promptly. If you are submitting your proxy by telephone or through the Internet, your voting instructions must be received by 11:59 p.m., Central Time on the day before the Annual Meeting.

Submitting your proxy by mail, by telephone or through the Internet will not prevent you from casting your vote at the Annual Meeting. You are encouraged to submit a proxy by mail, by telephone or through the Internet even if you plan to attend the Annual Meeting via the virtual meeting website to ensure that your shares are represented at the Annual Meeting.

If you return your signed proxy card, but do not mark the boxes showing how you wish to vote, your shares will be voted (1) “FOR” the election of Dr. Hideki GarrenAnabella Villalobos and Dr. Dov Goldstein as a Class I director,II directors, (2) “FOR” the amendment to our 2021 Incentive Plan to increase the number of the shares of common stock authorized for issuance thereunder and (3) “FOR” the ratification of the appointment of Weaver and Tidwell, L.L.P. as our independent registered public accounting firm for the year ending December 31, 2023 and (3)2024, in accordance with the proxy holders’ best judgment as to any other business that properly comes before the Annual Meeting.

Beneficial owner (shares registered in the name of bank, broker or other nominee). If you are a beneficial owner of shares registered in the name of your bank, broker or other nominee, you should have received voting instructions from that organization rather than from us. Simply complete and mail the voting instruction form to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your bank, broker or other nominee. Follow the instructions from your broker, bank or other nominee included with this proxy statement, or contact your bank, broker or other nominee to request a proxy form.

Even if you plan to attend the Annual Meeting live via the Internet, we encourage you to vote in advance by Internet, telephone, or mail so that your vote will be counted if you later decide not to attend the Annual Meeting live via the Internet.

What if I vote and then change my mind?

If you give us your proxy, you may change or revoke it at any time before the Annual Meeting, unless the proxy states it is irrevocable and was coupled with an interest sufficient in law to support an irrevocable power. You may change or revoke your proxy in any one of the following ways:

If you voted by completing, signing, dating and returning the enclosed proxy card, you should retain a copy of the voter control number found on the proxy card in the event that you later decide to revoke your proxy or change your vote by telephone or through the Internet.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Many of our stockholders hold their shares of common stock through a stockbroker, bank, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to directly grant your voting proxy or to vote in person at the Annual Meeting.

Beneficial Owner

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, bank or nominee which is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker as to how to vote and are also invited to attend the Annual Meeting. However, because you are not the stockholder of record, you may not vote these shares at the Annual Meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares. If you do not provide the stockholder of record with voting instructions or otherwise obtain a signed proxy from the record holder giving you the right to vote the shares, broker non-votes may occur for the shares that you beneficially own. The effect of broker non-votes is more specifically described in “What vote is required to approve each proposal?” below.

What vote is required to approve each proposal?

The holders of one-third of the voting power of the shares of our capital stock issued and outstanding on the Record Date must be present, in person or by proxy, at the Annual Meeting in order to have the required quorum for the transaction of business. Pursuant to Delaware corporate law, abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present.

Assuming that a quorum is present, the following votes will be required:

How are we soliciting this proxy?

We are soliciting this proxy on behalf of our Board and will pay all expenses associated therewith. Some of our officers, directors and other employees also may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, facsimile, or other electronic means.

We will also, upon request, reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their reasonable out-of-pocket expenses for forwarding proxy materials to the beneficial owners of the capital stock and to obtain proxies.

Cautionary Statement Regarding Forward Looking Statements

This Proxy Statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the current views of our management with respect to, among other things, our operations, our business strategy and plans, our objectives and initiatives, our financial performance, and our industry, and the continued impact of the Coronavirus Disease 2019 (“COVID-19”) on our business.industry. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believe(s),” “expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipates,” “projection,” “will likely result” and or the negative version of these words or other comparable words of a future or forward-looking nature, although not all forward-looking statements contain these words. Such forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date hereof and are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements and you should not rely upon forward-looking statements as predictions of future events. These risks and uncertainties include, but are not limited to, those described under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022,2023, as amended, and our other Securities and Exchange Commission (“SEC”) filings, which are available on our investor relations website at https://ir.coyatherapeutics.com and on the SEC website at www.sec.gov. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.

PROPOSAL 1: TO ELECT ONE CLASS I DIRECTOR TO SERVE UNTIL THE 2026 ANNUAL MEETING AND UNTIL THEIR SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED

Our Board is divided into three classes: Class I, Class II, and Class III, with each class serving a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

Our Board is currently composed of fiveseven directors. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy, including

vacancies created by an increase in the number of directors, shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been duly elected and qualified or until the director’s earlier resignation, death, or removal.

The nomineenominees listed below isare currently onetwo of our directors. If elected at the Annual Meeting, the nomineenominees would serve until our 20262027 Annual Meeting and until his or her successor hastheir successors have been duly elected and qualified, or, if sooner, until his or hertheir earlier resignation, death, or removal.

Directors are elected by a plurality of the votes cast. Abstentions and broker non-votes will not be treated as a vote for or against any particular director nominee and will not affect the outcome of the election. Stockholders may not vote, or submit a proxy, for a greater number of nominees than the one nominee named below. The director nominee receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the director nominee named below. If any director nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our Board. The person nominated for election has agreed to serve if elected. Our management has no reason to believe that the nominee will be unable to serve.

Nominee for Election Until the 2026 Annual Meeting

The following table sets forth the name, age, position and tenure of our Class I directorII directors who isare up for re-election at the Annual Meeting for a term expiring at the 20262027 Annual Meeting:

The following includes a brief biography of the nomineenominees standing for election to the Board at the Annual Meeting, based on information furnished to us by theeach director nominee, with the biography including information regarding the experiences, qualifications, attributes, or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the nominee should serve as a member of our Board.

Dr. Hideki Garren, M.D., Ph.D., Director

Dr. Garren has been a director since June 2021. Dr. Garren has 20 years of experience in the biopharmaceutical industry, spanning all aspects of novel drug development from discovery, to early-stage clinical trials, to late-stage clinical trials, to commercialization. Since April 2021, Dr. Garren has served as the Chief Medical Officer for Prothena Biosciences, Inc. (Nasdaq:PRTA), a late-stage clinical company with expertise in protein dysregulation, focusing on rare peripheral amyloid and neurodegenerative diseases. From 2013 to 2020, he served as VP, Global Head of Neuroimmunology for Roche & Genentech Inc., where he led the teams that conducted the Ocrevus^® Phase III trials for multiple sclerosis and Enspryng^™ Phase III trials for the

Dr. Garren has been a director since June 2021. Dr. Garren has 20 years of experience in the biopharmaceutical industry, spanning all aspects of novel drug development from discovery, to early-stage clinical trials, to late-stage clinical trials, to commercialization. Since April 2021, Dr. Garren has served as the Chief Medical Officer for Prothena Biosciences, Inc. (Nasdaq:PRTA), a late-stage clinical company with expertise in protein dysregulation, focusing on rare peripheral amyloid and neurodegenerative diseases. From 2013 to 2020, he served as VP, Global Head of Neuroimmunology for Roche & Genentech Inc., where he led the teams that conducted the Ocrevus® Phase III trials for multiple sclerosis and Enspryng™ Phase III trials for the rare disease neuromyelitis optica spectrum disorder. Prior to Roche, between 2011 and 2013, Dr. Garren held the role of Executive Director, Translational Medicine Expert in Neuroscience with Novartis. Dr. Garren also served as Co-Founder, Executive Vice President, Chief Scientific Officer, and Chief Operating Officer of Bayhill Therapeutics, Inc., a company he started in 2002 based on a technology platform he co-invented while at Stanford University. He served as adjunct clinical faculty in the Department of Neurology at Stanford University from 1997 to 2009. Dr. Garren earned his Bachelor of Science degree from the California Institute of Technology and his M.D. and Ph.D. from the University of California Los Angeles. Dr. Garren was chosen as a director due to his expertise in neuroimmunology and clinical development. Dr. Garren will provide valuable guidance on the design and structure of clinical trials that we plan to conduct.

Wilbur L. Ross, Director

Wilbur L. Ross, Jr. has been a director since November 2023. Mr. Ross was sworn in by Vice President Mike Pence as the 39th Secretary of Commerce on February 28, 2017. Secretary Ross was the principal voice of business in the Trump Administration, ensuring that U.S. entrepreneurs and businesses have the tools they need to create jobs and economic opportunity.

Secretary Ross is the former Chairman and Chief Strategy Officer of WL Ross & Co. LLC and has over 55 years of investment banking and private equity experience. He has restructured over $400 billion of assets in the airline, apparel, auto parts, banking, beverage, chemical, credit card, electric utility, food service, furniture, gypsum, homebuilding, insurance, marine transport, mortgage origination and servicing, oil and gas, railcar manufacturing and leasing, real estate, restaurant, shipyard, steel, textile and trucking industries. Secretary Ross has been chairman or lead director of more than 100 companies operating in more than 20 different countries.

Named by Bloomberg Markets as one of the 50 most influential people in global finance, Secretary Ross is the only person elected to both the Private Equity Hall of Fame and the Turnaround Management Hall of Fame. He previously served as privatization adviser to New York City Mayor Rudy Giuliani and was appointed by President Bill Clinton to the board of the U.S.-Russia Investment Fund. President Kim Dae-jung awarded Secretary Ross a medal for helping South Korea during its financial crisis and, in November 2014, the Emperor of Japan awarded him the Order of the Rising Sun, Gold and Silver Star.

As a philanthropist, Secretary Ross has served as Chairman of the Japan Society, Trustee of the Brookings Institution and Chairman of its Economic Studies Council, International Counsel Member of the Musée des Arts Décoratifs in Paris, Trustee of the Blenheim Foundation, President of the American Friends of the Rene Magritte Museum in Brussels and Director of the Palm Beach Civic Association. He also was an Advisory Board Member of Yale University School of Management.

Secretary Ross received his undergraduate degree in English literature from Yale University, and graduated with distinction from Harvard Business School.

Dieter Weinand

Mr. Dieter Weinand has been a member of our Board since August 2023. From November 2018 to March 2020, Mr. Weinand served as Executive Vice President, Primary Care of Sanofi S.A. He previously served as President and CEO, Pharmaceutical Division at Bayer AG from July 2014 to November 2018. From 2013 to 2014, Mr. Weinand was President, Global Commercialization at Otsuka Pharmaceutical Co., Ltd. and from 2010 to 2013 Mr. Weinand was President, Primary Care and Asia-Pacific Region at Pfizer Inc. From 2001 to 2010, Mr. Weinand served as President, Senior Vice President, and Vice President of Bristol-Myers Squibb Company. Prior to joining Bristol-Myers Squibb Company, Mr. Weinand was Senior Vice President at F.H. Faulding, Inc. from 2000 to 2001, Managing Director, Director, Vice President, and Senior Director at Warner-Lambert Company, which was acquired by Pfizer Inc. in 2000, during the period from 1994 to 2000, Vice President at Pharmos Corporation during 1994, and Director, Area Business Operations Coordinator, and International Product Manager at Lederle International during the period from 1990 to 1994. Mr. Weinand currently serves as the Chairman of the board of directors of Replimune Group, Inc. (Nasdaq:REPL), as a director at Reunion Neuroscience, Inc., a clinical stage pharmaceutical company, and was previously a member the board of directors of Bayer AG, from 2013 to 2014, and HealthPrize Technologies LLC, from 2014 to 2018. Mr. Weinand was a director and member of the compensation committee and chair of the audit committee of Filed Trip Health Ltd. from October 2019 to July 2022. Mr. Weinand received a M.S. in Pharmacology and Toxicology from Long Island University and a B.A. in Biology from Concordia College. We believe Mr. Weinand is qualified to serve on our Board because of his extensive leadership experience, his experience serving on the boards of biotechnology companies and his experience in management roles at life sciences companies.

CORPORATE GOVERNANCE

Composition of the Board of Directors

Our Board consists of fiveseven members. Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal.

In accordance with the terms of our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and Amended and Restated Bylaws (“Bylaws”), our Board is divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our directors are divided among the three classes as follows:

We expect that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Our Certificate of Incorporation and Bylaws provide that the authorized number of directors may be changed only by resolution of our Board. Our Certificate of Incorporation and Bylaws also provide that our directors may be removed only for cause, and that any vacancy on our Board, including a vacancy resulting from an enlargement of our Board, may be filled only by vote of a majority of our directors then in office, even if less than a quorum, or by a sole remaining director.

Board Diversity

We have no formal policy regarding board diversity. Our priority in selection of board members is identification of members who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business and understanding of the competitive landscape.

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606. The information is based on our directors’ self-reporting and reflects compliance with the objectives of Nasdaq Rule 5605(f)(3) by having at least one director who identifies as female and at least one director who identifies as a member of an Underrepresented Minority or LGBTQ+ (as defined by Nasdaq Rules). As we pursue future Board recruitment efforts, our Nominating and Corporate Governance Committee will continue to seek candidates who can contribute to the diversity of views and perspectives of the Board. This includes seeking

EXECUTIVE OFFICERS

The following table sets forth the names, ages and positions of our executive officers.

Each executive officer serves at the discretion of our Board and holds office until his or her successor is duly appointed or until his or her earlier resignation or removal. The following is a summary of our executive officers’ business experience.

Management

Dr. Howard Berman, Ph.D., Chief Executive Officer

Dr. Berman has been Chairman and our Chief Executive Officer since he co-founded the Company in 2020. For Dr. Berman’s biography, please see the section above entitled “Class III Directors Continuing in Office until the 2025 Annual Meeting.”

David Snyder, M.B.A., Chief Financial Officer, Chief Operating Officer

Mr. Snyder has been our Chief Financial Officer and Chief Operating Officer since March 2022. Prior to joining Coya, Mr. Snyder served as the Chief Financial Officer of DisperSol Technologies, LLC and its wholly owned subsidiary, Austhera BioSciences, Inc., from September 2020 to February 2022. Prior to joining DisperSol/Austhera, from July 2014 to September 2020, Mr. Snyder was the Chief Financial Officer of Exicure, Inc. (Nasdaq: XCUR), a company developing nucleic acid therapeutics. From May 2008 to July 2014, he was the Chief Financial Officer of Cellular Dynamics, Inc. (Nasdaq: ICEL), a company developing ipsc-based stem cell tools and primary cell therapeutics. From 2007-2008, Mr. Snyder served as Senior Vice President of Finance, Site Vice President and Chief Financial Officer of Roche NimbleGen, Inc. Prior to 2007, Mr. Snyder was Chief Financial Officer of companies in real estate, software, and manufacturing. Early in his career Mr. Snyder worked for financial and real estate investor Sam Zell. He received his Bachelor of Arts, summa cum laude, from Ottawa University and his M.B.A. with high honors from the Harvard Business School, where he was designated a George Fisher Baker Scholar.

Dr. Adrian Hepner, M.D.Fred Grossman, D.O., Ph.D., President,FAPA, Chief Medical Officer

Dr. HepnerGrossman has been our President and Chief Medical Officer since November 2021.July 2023. Dr. Hepner has over 30 years of global experience in clinical research and drug development, including the development and implementation of the clinical and regulatory strategy for several products from early stage through successful BLA and EU regulatory filings and approvals. Dr. Hepner’s pharmaceutical industry experience includesGrossman brings over 20 years of elevatingdrug development expertise having held senior executive leadership rolespositions in drug development.large and small pharmaceutical companies leading the development and FDA approval of numerous drugs addressing significant unmet medical needs particularly across CNS disorders. He previously served ashas close relationships with thought leaders worldwide and has negotiated directly with the FDA and Global Health Authorities for approval of many drugs across therapeutic areas. Dr. Grossman held executive positions at Eli Lilly & Co. (NYSE: LLY), Johnson & Johnson (NYSE: JNJ), Bristol Myers Squibb Company (NYSE: BMY), and Sunovion Pharmaceuticals Inc. Before joining Coya, Dr. Grossman was Chief Medical Officer and Head of R&DTranslational Medicine at PharnextEmpyrean Neuroscience from 2022 to 2023, s Chief Medical Officer at Mesoblast, Inc. (NASDAQ: MESO) from August 20202019 to October 2021,February 2022, developing allogeneic cellular therapies for inflammatory diseases, and as Executive Vice President and Chief Medical Officer at EagleGlenmark Pharmaceuticals Inc. (Nasdaq: EGRX)(BSE; 532296), a $1.5 Billion per annum global pharmaceutical company based in India from January 20152018 to July 2020. He has also held the positions of Vice President of Clinical Research at Avanir Pharmaceuticals, Inc., where he had a critical role in the2019, overseeing development and approval of Nuedexta, a first-in-class product for the treatment of pseudobulbar affect, Vice President of Clinical Research and Medical Affairs at BioDelivery Sciences International, Inc. (“BDSI”) from July 2013 to December 2014, where he led the regulatory process for the first buccal film approved for the maintenance treatment of opioid dependence. In addition, he had a critical role in the commercial launch of the product. Prior to BDSI,entire pipeline including generics, complex generics including 505(b)(2) candidates, and next-generation biologics (including bi-specific antibodies). Dr. HepnerGrossman is Board-Certified in Psychiatry and a Fellow of the American Psychiatric Association and was senior medical director at UCB BioSciences, Inc. from 2006 to 2012, where he was responsible for global development projects in the central nervous system therapeutic area and led

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows the compensation earned by each of our named executive officers for the year ended December 31, 2022.2023. Our compensation packages for the named executive officers consist primarily of base salary, annual cash bonus and a stock option grant.

Employment Agreements with Named Executive Officers

Howard Berman

Dr. Berman serves as our Chief Executive Officer pursuant to an Executive Employment Agreement, dated December 15, 2020, as amended (the “Berman Employment Agreement”). Pursuant to the Berman Employment Agreement, Dr. Berman is entitled to a base salary of $450,000$580,000 per year, subject to periodic review in accordance with our procedures for adjusting salaries for similarly situated employees, and may be adjusted in the sole discretion of the Company.

Dr. Berman is eligible to receive an annual bonus, targeted at 35%50% of base salary, upon the achievement of objectives to be determined by the Company. Dr. Berman is also entitled to an allowance of $500 a month for the use of a car. Dr. Berman is entitled to participate in all employee benefit plans and programs available to our employees.

The Berman Employment Agreement has an initial term of two years and will automatically renew for one year terms after the initial term has elapsed, unless either party terminates the agreement upon 30 days’ notice from the end of the initial or extended term. If we terminate the agreement for Cause (as defined in the Berman Employment Agreement), all of our obligations will cease. If we terminate the agreement without Cause, and Dr. Berman is not terminated due to death or Disability (as defined in the Berman Employment Agreement), Dr. Berman will continue to receive his base salary for 12 months, subject to Dr. Berman’s execution of a severance and general release agreement for our benefit.

David Snyder

Mr. Snyder serves as our Chief Financial Officer and Chief Operating Officer pursuant to an Executive Employment Agreement, dated March 14, 2022 (the “Snyder Employment Agreement”). Pursuant to the Snyder Employment Agreement, Mr. Snyder is entitled to a base salary of $350,000$425,000 per year, subject to periodic review in accordance with our procedures for adjusting salaries for similarly situated employees, and may be adjusted in our sole discretion.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information regarding unexercised options, stock that has not vested and equity incentive awards held by each of the named executive officers outstanding as of December 31, 2022:2023:

DIRECTOR COMPENSATION

Director Compensation

We

During fiscal year 2022,2023, Howard Berman, our Chief Executive Officer and Chairman, served as a member of our Board and received no additional compensation for his services as a member of our Board. See the section titled “Executive Compensation” for more information about Dr. Berman’s compensation for fiscal year 2022.2023. It is our policy to reimburse non-employee members of our Board for reasonable travel and out-of-pocket expenses incurred in attending meetings of our Board and committees of our Board.

Non-Employee Director Compensation Policy

Our Board has adopted a non-employee director compensation policy that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Pursuant to this policy our Board members will each receive $40,000 per year ($60,000 for Chairman of the Board, so long as that position is held by a non-employee director). Any compensation to be paid under this policy may be made in stock options, at the Board’s discretion.

The chair and non-chair members of the Board’s three standing committees are entitled to the following additional annual cash fees:

Our Board has also adopted an equity compensation policy pursuant to which Board members shall automatically be granted stock options to purchase 10,000 shares of our common stock upon joining the Board, and on January 1 of each year, each then serving non-employee director shall be automatically granted stock options to purchase 5,000 shares of our common stock. These stock options shall fully vest upon the anniversary of their granting, have a term of ten years and shall have an exercise price equal to 100% of the fair market value of a share of common stock on the date of grant. All options to be granted under this policy will be granted pursuant to our Amended and Restated Equity Plan (defined below).2021 Incentive Plan.

Equity Compensation Plan Information

The Amended and Restated Coya Therapeutics, Inc. 2021 Equity Incentive Plan

General

Our Board and management believe that the effective use of stock-based long-term incentive compensation is vital to our ability to achieve strong performance in the future. Accordingly, on January 25, 2021, the Board adopted the Coya Therapeutics, Inc. 2021 Equity Incentive Plan, which our stockholders approved on February 5, 2021.

On November 17, 2022, our Board amended and restated the 2021 Equity Incentive Plan, which was then approved by our stockholders (the “Amended and Restated Equity Plan”) to:

The Amended and Restated Equity2021 Incentive Plan is intended to enable us to secure and retain the types of employees, consultants and directors who will contribute to our long-range success, and provide incentives for such persons to exert maximum efforts for the success of the Company by aligning their interests with those of our stockholders. Awards that may be granted under the Amended and Restated2021 Incentive Plan include: (a) Incentive Stock Options (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended); (b) Nonstatutory Stock Options (Incentive Stock Options and Nonstatutory Stock Options together referred to as “Options”); (c) Stock Appreciation Rights; (d) Restricted Stock Awards; (e) Restricted Stock Unit Awards (f) Performance Awards (payable in shares or cash); and (g) Other Awards (all as defined in the Amended and Restated Equity2021 Incentive Plan, and collectively, “Awards”).

The Amended and Restated 2021 EquityIncentive Plan reserves 1,141,251 shares of our common stock for the grant of Awards, all of which may be granted as Incentive Stock Options. Pursuant to the Amended and Restated Equity2021 Incentive Plan’s “evergreen” feature, the number of shares of common stock reserved for issuance automatically increases on the first day of each fiscal year commencing with January 1, 2023 and on the first day of each fiscal year thereafter until the date the Amended and Restated Equity2021 Incentive Plan expires, by an amount equal to four percent (4%) of the total number of shares of our common stock outstanding on the last day of the preceding fiscal year, unless the Board determines before an annual increase takes effect that no increase will be made or a lesser increase.

As of May 12, 2023,March 22, 2024, awards have been granted and remain outstanding with respect to 1,043,1391,698,730 shares of our common stock. All such Awardsawards have been granted as Options.

Securities Authorized for Issuance Under Equity Compensation Plans

On January 25, 2021, the Board adopted the Coya Therapeutics, Inc.2021 Equity Incentive Plan, which our stockholders approved on February 5, 2021. On November 17, 2022, the Board amended and restated the 2021 Equity Incentive Plan, which was then approved by our stockholders.

The general purpose of the Amended and Restated Equity Plan is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and personal involvement in our development and financial success, and to encourage them to devote their best efforts to our business, thereby advancing our interests and the interests of our stockholders.

REPORT OF THE AUDIT COMMITTEE*

The undersigned members of the Audit Committee of the Board of Directors of Coya Therapeutics, Inc. (the “Company”) submit this report in connection with the committee’s review of the financial reports for the fiscal year ended December 31, 20222023 as follows:

In addition, the Audit Committee considered whether the provision of non-audit services by Weaver and Tidwell, L.L.P. is compatible with maintaining its independence. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022,2023, as amended, for filing with the Securities and Exchange Commission.

Audit Committee of Coya Therapeutics, Inc.

Dr. Dov Goldstein

Dr. Hideki Garren

Dieter Weinand

Dr. Ann Lee

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of May 12, 2023March 22, 2024 by:

We have determined beneficial ownership in accordance with the rules of the SEC. Under these rules, beneficial ownership includes any shares of common stock as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options or warrants held by such person that are currently exercisable or will become exercisable within 60 days of May 12, 2023March 22, 2024 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Percentage ownership is based on 9,947,91514,602,172 shares of common stock issued and outstanding as of May 12, 2023,March 22, 2024, plus any shares issuable upon exercise of options or warrants that are exercisable with 60 days of May 12, 2023March 22, 2024 held by such person.

Unless noted otherwise, the address of all listed stockholder is 5850 San Felipe St. Suite 500, Houston, TX 77057. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

PROPOSAL 2: APPROVAL OF AN AMENDMENT TO THE 2021 INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER TO 2,571,070

General

The general purpose of the 2021 Equity Incentive Plan (as amended, the “2021 Incentive Plan”) is to provide a means whereby our eligible employees, officers, non-employee directors and other individual service providers (including consultants, advisors and prospective employees, officers, non-employee directors, consultants and advisors) develop a sense of proprietorship and personal involvement in the development and the financial success of our Company and to encourage them to devote their best efforts to the business of our Company, thereby advancing the interests of our Company and our stockholders. We, by means of the 2021 Incentive Plan, seek to retain the services of these eligible persons and to provide incentives for these persons to exert maximum efforts for the success of our Company.

Our Board believes that the granting of stock options, restricted stock awards and similar kinds of equity-based compensation promotes continuity of management and increases incentive and personal interest in the welfare of our Company by those who are primarily responsible for shaping and carrying out our long-term plans and securing our growth and financial success. On March 19, 2024, the Compensation Committee approved an amendment to increase the number of shares authorized for issuance under the 2021 Incentive Plan to 2,571,070 shares (the “Plan Amendment”). Upon the recommendation of the Compensation Committee, the Board directed that the Plan Amendment be submitted to the stockholders for approval at the Annual Meeting. A copy of the Plan Amendment is attached as Annex A.

If our stockholders do not approve this proposal, we will continue to operate the 2021 Incentive Plan under its current provisions.

Reasons for the Proposed Amendment

Our Board unanimously recommends that you vote FOR the Plan Amendment Proposal, including for the following reasons:

Stockholders are being asked to approve the Plan Amendment Proposal to satisfy 2021 Incentive Plan and the Nasdaq Stock Market LLC requirements and to qualify certain stock options authorized under the Amended Plan for treatment as incentive stock options (“ISOs”) under Section 422 of the Code.

Overview of Key Changes Implemented by the Plan Amendment

The Plan Amendment increases the number of shares of Common Stock reserved for issuance under the Plan from 1,821,070 to 2,571,070.

As of December 31, 2023, there were 24,746 shares of Common Stock available for future issuance under the 2021 Incentive Plan. The Compensation Committee believes this amount is insufficient for us to be able to attract, recruit, motivate and retain employees, non-employee directors and consultants or to appropriately compensate these individuals in 2024, and to issue appropriate awards going forward, under the 2021 Incentive Plan.

In the event that stockholders do not approve the Plan Amendment Proposal, the number of shares reserved for issuance under the 2021 Incentive Plan will not increase. Awards will continue to be made under the 2021 Incentive Plan to the limited extent that there are available shares of Common Stock to do so.

Description of the 2021 Incentive Plan

On January 25, 2021 our Board adopted the Coya Therapeutics, Inc.2021 Equity Incentive Plan, which our stockholders approved on February 5, 2021. On November 17, 2022, our Board of Directors amended and restated the 2021 Equity Incentive Plan, which was then approved by our stockholders.

The following is a summary of the material features of the 2021 Incentive Plan and is qualified in its entirety by reference to the full text of the 2021 Incentive Plan. Capitalized terms used in this summary and not otherwise defined shall have the meaning set forth in the 2021 Incentive Plan.

The 2021 Incentive Plan is intended to enable us to secure and retain the types of employees, consultants and directors who will contribute to our long-range success, and provide incentives for such persons to exert maximum efforts for the success of the Company by aligning their interests with those of our stockholders. Awards that may be granted under the Amended and Restated Plan include: (a) Incentive Stock Options (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended); (b) Nonstatutory Stock Options (Incentive Stock Options and Nonstatutory Stock Options together referred to as “Options”); (c) Stock Appreciation Rights (“SARs”); (d) Restricted Stock Awards; (e) Restricted Stock Unit (“RSU”) Awards (f) Performance Awards (payable in shares or cash); and (g) Other Awards (all as defined in the 2021 Incentive Plan, and collectively, “Awards”).

The 2021 Incentive Plan initially reserved 1,141,251 shares of our common stock for the grant of Awards. As of January 1, 2024, the 2021 Incentive Plan reserved 1,821,070 shares of our common stock, reflecting the automatic increases as of January 1, 2023 and January 1, 2024 provided by the “evergreen” provision of the 2021 Incentive Plan. All Awards may be granted as Incentive Stock Options. Pursuant to the 2021 Incentive Plan’s “evergreen” feature, the number of shares of common stock reserved for issuance will automatically increase on the first day of each fiscal year commencing with January 1, 2023 and on the first day of each fiscal year thereafter until the date the 2021 Incentive Plan expires, by an amount equal to four percent (4%) of the total number of shares of our common stock outstanding on the last day of the preceding fiscal year, unless the Board determines before an annual increase takes effect that no increase will be made or a lesser increase.

Shares subject to Awards that are forfeited, or expire, as well as shares subject to Awards that are settled in cash, and shares that are reacquired by the Company in satisfaction of tax withholding obligations or as consideration for the exercise or purchase price of an Award, are added back to the shares reserved for issuance under the Plan and may be subject to new Awards under the 2021 Incentive Plan.

The 2021 Incentive Plan is administered by our Board, or in the Board’s sole discretion, by a committee appointed by the Board (the Board or such committee being referred to as the “plan administrator”). The plan administrator has full authority to establish rules and regulations for the administration of the 2021 Incentive Plan,

including to determine (i) the persons to whom and the time or times at which Awards may be granted; to determine the type and number of Awards to be granted; (ii) the number of shares of common stock to which an Award may relate; and (iii) the terms, conditions, restrictions and performance criteria of Awards. The plan administrator has authority to modify (reprice) the purchase price or the exercise price of any outstanding Award. Such repricings may be implemented without stockholder approval. The Board may, to the extent permitted by law, delegate to one or more officers the authority to grant Options and SARs to employees who are not officers.

The following describes the types of Awards that may be made under the 2021 Incentive Plan. The 2021 Incentive Plan also contains provisions with respect to payment of exercise prices, vesting and expiration of Awards, transferability of Awards, and various other terms, conditions, and limitations, as further described in the 2021 Incentive Plan.

Stock Options. Nonstatutory Stock Options may be granted to our employees, consultants and directors, while Incentive Stock Options may be granted only to our employees. The exercise price of all Options granted under the 2021 Incentive Plan will be determined by the plan administrator. With limited exceptions, the exercise price per share of any Option may not be less than 100% of the fair market value of our common stock on the grant date. The maximum term of all stock options granted under the 2021 Incentive Plan will be determined by the plan administrator, but may not exceed ten years. However, the exercise price for Incentive Stock Options granted to any stockholder who is designated to be a “Ten Percent Shareholder” under the 2021 Incentive Plan must be at least 110% of the fair market value of the common stock on the date of the grant and such Options must expire no later than five years after the grant date. Each Option will vest and become exercisable at such time and subject to such terms and conditions as determined by the plan administrator in the applicable individual stock option agreement. To the extent that the aggregate fair market value (determined at the time of grant) of common stock with respect to which Incentive Stock Options are exercisable for the first time by any option holder during any calendar year exceeds $100,000, the options or portions thereof which exceed such limit shall be treated as Nonstatutory Stock Options.

An Option may be granted with a right to exercise it before it becomes exercisable (referred to as an early exercise right). If exercised early, the shares of common stock acquired may be subject to a repurchase right in favor of the Company.

Unless the applicable stock option agreement provides otherwise, in the event of an optionee’s termination of employment or service, stock options will be treated as follows: (i) if the termination is for any reason other than for cause, disability or death, vested options generally will remain exercisable until three months after termination and then expire, (ii) if the termination is on account of the optionee’s disability or death, vested options generally will remain exercisable until one year after termination and will then expire and (iii) if the termination is for cause, all options, whether vested or unvested, will expire as of the date of such termination. Unless the applicable stock option agreement provides otherwise, any options that were not vested and exercisable on the date of any termination of employment or service for any reason will expire as of the date of such termination.

SARs. A SAR granted under the 2021 Incentive Plan entitles its holder to receive, at the time of exercise, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share of our common stock over the base price of the SAR. With limited exceptions, each SAR will be granted with a base price that is not less than 100% of the fair market value of a share of our common stock on the grant date. The maximum term of SARs granted under the 2021 Incentive Plan will be determined by the plan administrator, but may not exceed ten years. The plan administrator may determine to settle the exercise of a SAR in shares of common stock, cash or any combination thereof.

Restricted Stock and RSUs. Restricted stock and RSUs may be granted under the 2021 Incentive Plan. RSUs may be settled in shares of common stock or cash, in the discretion of the plan administrator. The plan administrator will determine the purchase price, vesting schedule and performance objectives, if any, applicable to the grant of restricted stock and RSUs. If the restrictions, performance objectives or other conditions determined by the plan administrator are not satisfied, the restricted stock and RSUs will be forfeited. Subject to the provisions of the 2021 Incentive Plan and applicable individual award agreements, the plan administrator has the sole discretion to provide for the lapse of restrictions in installments or the acceleration or waiver of restrictions (in whole or part) under certain circumstances, including the attainment of certain performance goals, a participant’s termination of

employment or service or a participant’s death or disability. The rights of restricted stock and RSU holders upon a termination of employment or service will be set forth in individual award agreements.

Recipients of restricted stock will generally have all of the rights of a stockholder during the restricted period, including the right to vote and, to the extent specifically provided in an agreement award, receive dividends declared with respect to such stock (provided that dividends will only be paid out upon vesting of the shares to which they are attributable unless the award agreement provides otherwise). During the restricted period, participants with RSUs will generally not have any rights of a stockholder, but may be credited with dividend equivalent rights if the applicable individual award agreement so provides. Dividend equivalent amounts with respect to restricted stock or RSUs will be subject to the same restrictions, conditions and risks of forfeiture as the underlying restricted stock or RSU.

Performance Awards. Performance Awards under the 2021 Incentive Plan may be payable in shares of common stock and/or cash, contingent on the attainment during the applicable performance period of certain performance goals, as determined by the plan administrator and set forth in an individual’s award agreement.

Other Awards. Other forms of Awards valued in whole or in part by reference to, or otherwise based on, shares of our common stock may be granted under the 2021 Incentive Plan. The plan administrator will determine the terms and conditions of such other awards, including the number of shares of common stock to be granted pursuant to such other awards, the manner in which such other awards will be settled (e.g., in shares of common stock or cash), and the conditions to the vesting and payment of such other awards.

Equitable Adjustments. In the event of a merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase, reorganization, special or extraordinary dividend or other extraordinary distribution (whether in the form of shares of common stock, cash or other property), combination, exchange of shares, or other change in corporate structure affecting the shares of common stock, an equitable substitution or proportionate adjustment shall be made, at the sole discretion of the plan administrator, in (i) the aggregate number of shares of common stock reserved for issuance under the 2021 Incentive Plan, (ii) the kind and number of securities subject to, and the exercise price or base price of, any outstanding Options and SARs granted under the 2021 Incentive Plan, and (iii) the kind, number and purchase price of shares of common stock, or the amount of cash or amount or type of property, subject to outstanding Restricted Stock Awards, RSU Awards, Performance Awards and Other Awards granted under the 2021 Incentive Plan.

Change in Control. In accordance with the 2021 Incentive Plan, subject to the terms of any individual award agreement, the Board may, among other things, take one or more of the following actions in connection with a Change in Control (as defined in the 2021 Incentive Plan): (i) arrange for the surviving corporation or acquiring corporation to assume or continue Awards, (ii) cause any or all outstanding Awards to become vested and, if applicable, allow the holder of an Option or SAR to exercise such Option or SAR prior to the Change in Control and forfeit such Option or SAR if not exercised before the Change in Control, (iii) cancel an Award, to the extent not vested or not exercised prior to the Change in Control, in exchange for such cash consideration, if any, as the Board considers appropriate; or (iv) terminate an Award at or immediately prior to the closing of the Change in Control in exchange for a payment, in such form as may be determined by the Board, equal to the excess, if any, of the value of the property the participant would have received on the exercise of the Award immediately prior to the Change in Control, over any exercise price.

Tax Withholding. Each recipient of an Award will be required to make arrangements satisfactory to the plan administrator regarding payment of the amount of applicable taxes required by law to be withheld with respect to any Award granted under the 2021 Incentive Plan. With the approval of the plan administrator, an individual may satisfy the foregoing requirement by either electing to have us withhold from delivery of shares of common stock, cash or other property, as applicable, or by delivering already owned unrestricted shares of common stock, in each case, having a value not exceeding the applicable taxes to be withheld and applied to the tax obligations. We may also use any other method of obtaining the necessary payment or proceeds, as permitted by law, to satisfy our withholding obligation with respect to any award.

Clawback Rights. All Awards granted under the 2021 Incentive Plan are subject to recoupment in accordance with any clawback policy that the Company adopts pursuant to listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions as the Board deems appropriate.

Amendment and Termination. The 2021 Incentive Plan provides the Board with authority to amend, alter or terminate the 2021 Incentive Plan, but no such action may materially impair the rights of any participant with respect to outstanding Awards without the participant’s consent. Stockholder approval of any such action will be obtained if required to comply with applicable law or regulation.

Plan Term. The 2021 Incentive Plan will terminate on the tenth anniversary of the date the Board adopted the 2021 Incentive Plan (although awards granted before that time will remain outstanding in accordance with their terms).

Vote Required

The affirmative vote of the holders of shares of Common Stock having a majority in voting power of the votes cast by the holders of all of the shares of Common Stock present or represented at the Annual Meeting is required to approve this Proposal 2. As a result, abstentions, broker non-votes, if any, and any other failure to submit a proxy or vote in person at the meeting, will not affect the outcome of the vote of this Proposal 2.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL OF AN AMENDMENT TO OUR 2021 INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER TO 2,571,070 SHARES.

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF WEAVER AND TIDWELL, L.L.P. AS

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 20232024

The Audit Committee has reappointed Weaver and Tidwell, L.L.P. as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 20232024 and has further directed that management submit their selection of independent registered public accounting firm for ratification by our stockholders at the Annual Meeting. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as public registered accounting firm.

Principal Accountant Fees and Services

The following table summarizes the fees paid for professional services rendered by Weaver and Tidwell, L.L.P, or Weaver, our independent registered public accounting firm, for each of the last two fiscal years.

Auditor Independence

In our fiscal year ended December 31, 2022,2023, there were no other professional services provided by Weaver that would have required our Audit Committee to consider their compatibility with maintaining the independence of Weaver.

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our Audit Committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our Audit Committee is required to pre-approve all audit and non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the public accountants’ independence. All fees paid to Weaver for our fiscal year ended December 31, 20222023 were pre-approved by our Board and/or Audit Committee.

Attendance at Annual Meeting

Representatives of Weaver and Tidwell, L.L.P. will be present at the Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions from stockholders.

Vote Required

A majority of the votes cast affirmatively by the holders of all of the outstanding shares of our capital stock present or represented at the Annual Meeting is required to approve this Proposal 2.3. Abstentions, if any, will not affect the outcome of the vote on this Proposal 2.3.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

STOCKHOLDER PROPOSALS

Stockholder Proposals for 20242025 Annual Meeting

Any stockholder proposals submitted for inclusion in our proxy statement and form of proxy for our 20242025 Annual Meeting of Stockholders in reliance on Rule 14a-8 under the Securities Exchange Act of 1934, as amended must be received by us no later than January 20,November 28, 2024 in order to be considered for inclusion in our proxy statement and form of proxy. Such proposal must also comply with the requirements as to form and substance established by the SEC if such proposals are to be included in the proxy statement and form of proxy. Any such proposal shall be mailed to: Coya Therapeutics, Inc., 5850 San Felipe St., Suite 500, Houston, TX 77057, Attn.: Secretary.

Director Nominations and Other Business to be Brought Before the 20242025 Annual Meeting of Stockholders

Our Bylaws state that a stockholder must provide timely written notice of any nominations of persons for election to our Board or any other proposal to be brought before the meeting together with supporting documentation as well as be present at such meeting, either in person or by a representative. For our 20242025 Annual Meeting of Stockholders, a stockholder’s notice shall be timely received by us at our principal executive office no later than March 30, 2024February 7, 2025 and no earlier than February 29, 2024;January 8, 2025; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. Proxies solicited by our Board will confer discretionary voting authority with respect to these nominations or proposals, subject to the SEC’s rules and regulations governing the exercise of this authority. Any such nomination or proposal shall be mailed to: Coya Therapeutics, Inc., 5850 San Felipe St., Suite 500, Houston, TX 77057, Attn.: Secretary.

Further, if you intend to nominate a director and solicit proxies in support of such director nominee(s) at the 20242025 Annual Meeting of Stockholders, you must also provide the notice and additional information required by Rule 14a-19 to: Coya Therapeutics, Inc., 5850 San Felipe St., Suite 500, Houston, TX 77057, Attn.: Secretary, no later than April 29, 2024.March 19, 2025. This deadline under Rule 14a-19 does not supersede any of the timing requirements for advance notice under our Bylaws. The supplemental notice and information required under Rule 14a-19 is in addition to the applicable advance notice requirements under our Bylaws as described in this section and it shall not extend any such deadline set forth under our Bylaws.

ANNUAL REPORT

Copies of our Annual Report on Form 10-K (including audited financial statements), as amended, filed with the SEC may be obtained without charge by writing to Coya Therapeutics, Inc., 5850 San Felipe St., Suite 500, Houston, TX 77057, Attn.: Secretary. A request for a copy of our Annual Report on Form 10-K must set forth a good-faith representation that the requesting party was either a holder of record or a beneficial owner of our common stock on May 12, 2023.March 22, 2024. Exhibits to the Form 10-K, as amended, will be mailed upon similar request and payment of specified fees to cover the costs of copying and mailing such materials.

Our audited financial statements for the fiscal year ended December 31, 20222023 and certain other related financial and business information are contained in our Annual Report on Form 10-K, as amended, which is being made available to our stockholders along with this proxy statement, but which is not deemed a part of the proxy soliciting material.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements. This means that only one copy of this Proxy Statement may have been sent to multiple stockholders in the same household. We will promptly deliver a separate copy of this Proxy Statement to any stockholder upon written or oral request to: Coya Therapeutics, Inc., 5850 San Felipe St., Suite 500, Houston, TX 77057, Attn.: Secretary, or by phone at (800) 587-8170 or email at IR@coyatherapeutics.com. Any stockholder who wants to receive a separate copy of this Proxy Statement, or of our proxy statements or annual reports in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact the stockholder’s bank, broker, or other nominee record holder, or the stockholder may contact us at the address and phone number above.

OTHER MATTERS

As of the date of this proxy statement, the Board does not intend to present at the Annual Meeting of Stockholders any matters other than those described herein and does not presently know of any matters that will be presented by other parties. If any other matter requiring a vote of the stockholders should come before the meeting, it is the intention of the persons named in the proxy to vote with respect to any such matter in accordance with the recommendation of the Board or, in the absence of such a recommendation, in accordance with the best judgment of the proxy holder.

May 19, 2023

March 28, 2024

Houston, TX