Founder steps down as Coya Therapeutics (COYA) adds independent director Mark Pavao
Rhea-AI Filing Summary
Coya Therapeutics, Inc. announced a planned board transition in which founder Howard Berman, Ph.D., resigned as Executive Chairman and director effective April 1, 2026, under a Separation and General Release Agreement that provides a prorated 2026 bonus, COBRA premium coverage and extended stock option vesting and exercise periods.
The board appointed biopharmaceutical executive Mark H. Pavao as an independent Class III director, effective April 1, 2026, with a term running to the 2028 annual meeting and a grant of options to purchase 10,000 shares vesting after one year, alongside standard non‑employee director compensation.
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8-K Event Classification
Key Figures
Key Terms
Separation and General Release Agreement financial
indemnification agreement regulatory
Class III director regulatory
regulatory T cells (Tregs) medical
Phase 2, randomized, multi-center, double-blind, placebo-controlled study medical
UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On March 29, 2026, Dr. Howard Berman resigned from the board of directors (the “Board”) of Coya Therapeutics, Inc. (the “Company”) and from his position as Executive Chairman, each effective as of April 1, 2026.
In connection with Dr. Berman’s resignation as Executive Chairman, the Company and Dr. Berman entered into a Separation and General Release Agreement (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement, (i) Dr. Berman will be entitled to receive a prorated annual bonus for 2026 at 100% of target, payable on the Company’s next regular payroll date following the Separation Date (as defined in the Separation Agreement), (ii) the Company will pay or waive Dr. Berman’s COBRA premiums through the earlier of March 31, 2027 or the date he becomes eligible for coverage under another employer’s group health plan, and (iii) Dr. Berman’s unvested stock options will continue to vest for a period of twelve months following the Separation Date and the post-termination exercise period for his vested stock options (including the unvested options that vest during the twelve month period following his Separation Date) will be extended to the two-year anniversary of the Separation Date (subject to earlier expiration in accordance with their terms).
The Separation Agreement further provides that Dr. Berman is not entitled to any additional compensation or severance other than as expressly set forth therein and that the Separation Agreement supersedes any obligations of the Company under his prior employment agreement. In addition, the Separation Agreement contains a general release of claims in favor of the Company and its affiliates, customary non-disparagement provisions, and an affirmation of Dr. Berman’s continuing obligations under existing confidentiality and restrictive covenant agreements.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 10.1 hereto.
Appointment of New Director
On April 1, 2026, upon the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Mark H. Pavao to serve as an independent director, effective April 1, 2026, to fill the vacancy created by Dr. Berman’s resignation. Mr. Pavao was appointed as a Class III director, with a term expiring at the Company’s 2028 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal.
In connection with his appointment, Mr. Pavao will be granted an option to purchase 10,000 shares of the Company’s common stock with an exercise price equal to the closing price on Nasdaq of the Company’s common stock on the date of grant, with all options vesting on the one-year anniversary of the date of the grant, subject to Mr. Pavao’s continued service to the Company. The option grant will be subject to the terms and conditions of the Company’s 2021 Equity Incentive Plan, and a related stock option agreement. Mr. Pavao will also be compensated pursuant to the Company’s standard practice for fees to non-employee directors, as described in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on March 16, 2026.
At the time of appointment, Mr. Pavao has not been appointed to any committees of the Board. The Board expects to consider committee assignments for Mr. Pavao at a later date.
There are no arrangements or understandings between Mr. Pavao and any other persons pursuant to which Mr. Pavao was selected as a director. There are no transactions in which Mr. Pavao has an interest requiring disclosure under Item 404(a) of Regulation S-K.
The Company has entered into an indemnification agreement with Mr. Pavao on the Company’s standard form of indemnification agreement, a copy of which was previously filed with the Securities and Exchange Commission in the Company’s Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on March 16, 2026.
A copy of the Company’s press release announcing the appointment of Mr. Pavao is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Separation and Release Agreement, dated March 29, 2026. | |
| 99.1 | Press Release dated April 2, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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. | ||||||
| Date: April 2, 2026 | By: | /s/ Arun Swaminathan Ph.D. | ||||
| Arun Swaminathan Ph.D. Chief Executive Officer | ||||||
Exhibit 99.1
Coya Therapeutics Announces Planned Board Transition and Appointment of Mark H. Pavao as Independent Director
| • | Howard Berman, Ph.D., the Company’s Founder and current Executive Chairman and Director, has stepped down from his roles, following the CEO transition process initiated in November 2024. |
| • | Mark H. Pavao, a senior pharma and biotech executive, joins the Board as an independent director. |
HOUSTON, TX., April 2, 2026 (BUSINESS WIRE)— Coya Therapeutics, Inc. (NASDAQ: COYA) (“Coya” or the “Company”), a clinical-stage biotechnology company developing biologics intended to enhance T-cell (Treg) function in patients with neurodegenerative disorders, today announced that founder Howard Berman, Ph.D., has stepped down as Executive Chairman and as a member of the Board, and that Mark H. Pavao has been appointed to the Board as an independent director.
Dr. Berman became Executive Chairman in November 2024 as part of a planned CEO transition that established Arun Swaminathan, Ph.D., as the Company’s Chief Executive Officer. Dr. Berman’s departure from the Executive Chairman role was a contemplated next step in that process.
“Dr. Berman’s entrepreneurial spirit and scientific foresight have been instrumental in guiding Coya from its beginnings as a start-up, through its IPO, and now into a Phase 2B trial of our lead asset COYA 302 in patients with ALS. We are deeply grateful for his wisdom and leadership throughout the company’s expansion, and I am personally thankful for his mentorship,” said Arun Swaminathan, Ph.D., Coya’s CEO.
Dr. Berman said “It has been incredibly rewarding to have founded Coya and work alongside such a talented and dedicated team, particularly Arun, who has proven himself to be an exceptional and highly effective leader — the company is in very capable hands with him as CEO. The company continues to demonstrate strong operational execution, with COYA 302, our differentiated regulatory T cell combination therapy, approaching an important data readout in the ALSTARS trial. I’m also pleased that Mark is joining the Board to provide his commercial expertise as the company advances COYA 302 toward potential commercialization. Moving forward, I will be devoting my full attention to several leadership initiatives now underway.”
Coya is also proud to announce that Mark H. Pavao is joining its Board, to fill the Board seat resulting from Dr. Berman’s departure. Mr. Pavao brings more than 30 years of leadership experience in the global biopharmaceutical industry and has led global commercial organizations ranging from emerging biotechnology companies to multibillion-dollar pharmaceutical franchises. Throughout his career, he has led commercialization strategy and major product launches across multiple therapeutic areas including neuroscience. Mr. Pavao has held senior leadership roles at Biotech Value Advisors, LLC, R-Pharm US and Bristol-Myers Squibb. Mr. Pavao currently serves as Chair of the Board of Medical Knowledge Group and as a board member of Perosphere Technologies and MiracleFeet.
Dieter Weinand, Chair of the Company’s Nominating Committee said, “Given Coya’s growing clinical pipeline and upcoming clinical trial readouts, we are pleased to expand our Board with Mark’s extensive commercial experience. We look forward to his counsel as we continue advancing Coya toward becoming a leading company in developing therapies to address neuroinflammation and neurodegenerative disorders.”
Mr. Pavao added “I am impressed by Coya’s science and clinical progress, which positions the company to make a meaningful impact for patients with neurodegenerative diseases such as ALS and FTD. I’m eager to work closely with the management team and Board as Coya progresses from a clinical stage to a commercial stage company.”
About Coya Therapeutics, Inc.
Headquartered in Houston, TX, Coya Therapeutics, Inc. (Nasdaq: COYA) is a clinical-stage biotechnology company developing proprietary treatments focused on the biology and potential therapeutic advantages of regulatory T cells (“Tregs”) to target systemic inflammation and neuroinflammation. Dysfunctional Tregs underlie numerous conditions, including neurodegenerative, metabolic, and autoimmune diseases. This cellular dysfunction may lead to sustained inflammation and oxidative stress resulting in lack of homeostasis of the immune system.
Coya’s investigational product candidate pipeline leverages multiple therapeutic modalities aimed at restoring the anti-inflammatory and immunomodulatory functions of Tregs. Coya’s therapeutic platforms include Treg-enhancing biologics, Treg-derived exosomes, and autologous Treg cell therapy.
For more information about Coya, please visit www.coyatherapeutics.com
About COYA 302
COYA 302 is an investigational and proprietary biologic combination therapy with a dual immunomodulatory mechanism of action intended to enhance the anti-inflammatory function of regulatory T cells (Tregs) and suppress the inflammation produced by activated monocytes and macrophages. COYA 302 comprises proprietary low dose interleukin-2 (LD IL-2) and CTLA-4 Ig and is being developed for subcutaneous administration for the treatment of patients with ALS and other neurodegenerative diseases. These mechanisms may have additive or synergistic effects.
Coya is currently conducting the ALSTARS Trial, a Phase 2, randomized, multi-center, double-blind, placebo-controlled study to evaluate the efficacy and safety of COYA 302 for the treatment of ALS (Identifier: NCT07161999).
COYA 302 is an investigational product not yet approved by the FDA or any other regulatory agency.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this press release that are not statements of historical fact are forward-looking statements. Such forward-looking statements include, without limitation, statements regarding: expectations of Coya Therapeutics, Inc. (the “Company”) regarding the potential benefits, effectiveness and safety of its product candidates; the Company’s ability to advance its product candidates through the preclinical and clinical development processes; the Company’s expectations regarding, quality, timing and availability of data from the Company’s clinical trials; the timing of announcements, updates and results of the Company’s clinical trials and related data; the Company’s future results of operations and financial position, including cash runway; and the potential therapeutic benefits and economic value of the Company’s product candidates. These forward-looking statements are based on the beliefs of the management of the Company as well as assumptions made by and information currently
available to the Company. Such statements reflect the current views of the Company with respect to future events and are subject to known and unknown risks and uncertainties. In light of these risks and uncertainties, the events or circumstances referred to in the forward-looking statements may not occur. These and other factors that may cause the Company’s actual results to differ from current expectations are discussed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this press release is given. Except as required by law, the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contact
David Snyder, CFO
david@coyatherapeutics.com
Media Contacts
Russo Partners
David Schull
David.Schull@russopartnersllc.com
858-717-2310
Rachelle Babb
rachelle.babb@russopartnersllc.com
929-325-7559
Source: Coya Therapeutics, Inc.