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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)
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| Delaware |
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001-41583 |
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85-4017781 |
| (State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
5850 San Felipe St., Suite 500
Houston, Texas 77057
(Address of principal executive offices, including zip code)
(800) 587-8170 (Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 § CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 § CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR § 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR § 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class: |
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Trading Symbol |
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Name of Each Exchange on which Registered |
| Common Stock, par value $0.0001 per share |
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COYA |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On June 26, 2025, Coya Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting were: (1) the election of three Class III directors and (2) the ratification of the appointment of Weaver and Tidwell, L.L.P. as the Company’s independent registered public accounting firm. The final voting results were as follows:
1. The election of Howard Berman, Ph.D., Arun Swaminathan, Ph.D., and Ann Lee, Ph.D., as Class III directors to hold office for a term of three years, until their successors are duly elected and qualified or they are otherwise unable to complete their respective terms. The votes were cast for this matter were as follows:
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| Nominee |
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For |
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Withheld |
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Broker Non-Votes |
| Howard Berman, Ph.D. |
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5,821,649 |
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505,761 |
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4,096,866 |
| Arun Swaminathan, Ph.D. |
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6,324,520 |
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2,890 |
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4,096,866 |
| Ann Lee, Ph.D. |
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5,779,312 |
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548,098 |
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4,096,866 |
2. The proposal to ratify the appointment of Weaver and Tidwell, L.L.P. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved based upon the following votes:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 10,355,085 |
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68,851 |
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340 |
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0 |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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COYA THERAPEUTICS, INC. |
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| Dated: June 26, 2025 |
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By: |
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/s/ Arun Swaminathan Ph.D. |
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Arun Swaminathan |
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Chief Executive Officer |
