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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): May 8, 2024
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 |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 8, 2024, Coya Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s 2021 Equity Incentive Plan (the “Plan”) to increase the number of shares of common stock authorized for issuance thereunder by 750,000 shares to 2,571,070 shares. The Company’s board of directors and the compensation committee of the Board previously approved the Amendment, subject to such stockholder approval.
A summary of the Amendment and the Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 28, 2024. The summary and the description above of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The matters voted on at the Annual Meeting were: (1) the election of two Class II directors, (2) the approval of the Amendment to the Plan, and (3) 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 Anabella Villalobos, Ph.D. and Dov Goldstein, M.D., M.B.A., as Class II 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 |
|||
| Anabella Villalobos, Ph.D. |
4,266,152 | 1,026,654 | 1,978,147 | |||
| Dov Goldstein, M.D., M.B.A. |
4,078,787 | 1,214,019 | 1,978,147 |
2. As described in Item 5.02 above, the proposal to approve the Amendment to the Plan to increase the number of shares of common stock authorized for issuance thereunder by 750,000 shares to 2,571,070 shares was approved based upon the following votes:
| For |
Against |
Abstain |
Broker Non-Votes |
|||
| 3,815,149 |
1,311,544 | 166,113 | 1,978,147 |
3. 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, 2024 was approved based upon the following votes:
| For |
Against |
Abstain |
Broker Non-Votes |
|||
| 7,185,021 |
43,189 | 42,743 | — |
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 10.1 | Amendment No.1 to the Amended and Restated Coya Therapeutics, Inc. 2021 Equity Incentive Plan. |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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: May 8, 2024 | By: | /s/ Howard Berman |
||||
| Howard Berman | ||||||
| Chief Executive Officer | ||||||
Exhibit 10.1
FIRST AMENDMENT TO THE AMENDED AND RESTATED COYA THERAPEUTICS, INC.
2021 EQUITY INCENTIVE PLAN
ADOPTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:
MARCH 19, 2024
APPROVED BY STOCKHOLDERS:
MAY 8, 2024
This First Amendment (the “Amendment”) to the Coya Therapeutics, Inc. Amended and Restated 2021 Equity Incentive Plan (the “Plan”) of Coya Therapeutics, Inc. (the “Company”), is made as of May 8, 2024. All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Plan.
W I T N E S S E T H:
WHEREAS, Section 2(a) of the Plan grants to the Board of Directors of the Company (the “Board”) the power delegate administration of the Plan to a Committee of the Board and the Board has delegated the administration of the Plan to the Compensation Committee of the Board (the “Committee”);
WHEREAS, Section 2(b)(v) of the Plan reserves to the Committee the right to amend the Plan from time to time;
WHEREAS, the Committee desires to increase the number of shares of Common Stock reserved for issuance under the Plan from 1,821,073 to 2,571,073, subject to approval by the Company’s stockholders.
NOW, THEREFORE, be it effective as of the date of approval by the Company’s stockholders, the Plan is hereby amended as follows:
1. Amendment to Section 3. Section 3(a) of the Plan is hereby amended and restated in its entirety, to read as follows:
| (a) | Share Reserve. Subject to Section 3(b) below and Section 9(a) (relating to Capitalization Adjustments), the aggregate number of shares of Common Stock that may be issued pursuant to Awards shall be 2,571,073 shares (the “Share Reserve”). For clarity, the Share Reserve is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, the Share Reserve does not limit the granting of Awards except as provided in Section 7(a). |
2. This Amendment shall be subject to approval by the stockholders of the Company within 12 months after the date this Amendment is adopted. Such stockholder approval shall be obtained in the manner and to the degree required under applicable laws. Notwithstanding any provision in the Plan to the contrary, exercise of any Option granted for shares of Common Stock in excess of those remaining available for grant under the Plan in the absence of such Amendment before the Company has obtained stockholder approval of this Amendment in accordance with this Section 2 shall be conditioned upon obtaining such stockholder approval of this Amendment in accordance with this Section 2.
3. Except as set forth herein, the Plan shall remain in full force and effect without modification.
IN WITNESS WHEREOF, the undersigned officer hereby certifies that the foregoing amendment to the Plan was duly adopted and approved by the Committee.
| COYA THERAPEUTICS, INC. |
| /s/ Howard Berman |
| Howard Berman, M.D. |
| Chief Executive Officer |