[8-K] Coya Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Coya Therapeutics (NASDAQ:COYA) filed a Form 8-K reporting the results of its June 26, 2025 Annual Meeting of Stockholders.

• Directors re-elected: Howard Berman, Ph.D. (5,821,649 for), Arun Swaminathan, Ph.D. (6,324,520 for), and Ann Lee, Ph.D. (5,779,312 for); broker non-votes totaled 4,096,866 shares.
• Auditor ratified: Weaver & Tidwell, L.L.P. was approved as independent registered public accounting firm for FY 2025 with 10,355,085 votes for (98.9%), 68,851 against, and 340 abstentions.

No additional proposals were presented and the filing discloses no material changes to operations, strategy, or governance.

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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)

Delaware		001-41583		85-4017781
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 § CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 § CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR § 240.14d-2(b))

☐ 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:

Title of Each Class:		Trading Symbol		Name of Each Exchange on which Registered
Common Stock, par value $0.0001 per share		COYA		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:

Nominee		For		Withheld		Broker Non-Votes
Howard Berman, Ph.D.		5,821,649		505,761		4,096,866
Arun Swaminathan, Ph.D.		6,324,520		2,890		4,096,866
Ann Lee, Ph.D.		5,779,312		548,098		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:

For		Against		Abstain		Broker Non-Votes
10,355,085		68,851		340		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.

				COYA THERAPEUTICS, INC.
Dated: June 26, 2025				By:		/s/ Arun Swaminathan Ph.D.
						Arun Swaminathan
						Chief Executive Officer

FAQ

What did COYA shareholders approve at the June 26, 2025 Annual Meeting?

Investors re-elected three Class III directors and ratified Weaver & Tidwell, L.L.P. as COYA’s independent auditor for fiscal 2025.