UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On May 17, 2024, Coya Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Alzheimer’s Drug Discovery Foundation (the “ADDF”) for the issuance and sale in a private placement (the “Private Placement”) of 603,136 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a purchase price of $8.29 per share for gross proceeds to the Company of $5.0 million.
Pursuant to the Purchase Agreement, the Company also agreed to file a registration statement with the Securities and Exchange Commission (“SEC”) covering the resale of the Shares no later than 30 days after the date of the Purchase Agreement, and to have the registration statement declared effective as promptly as possible but in any event no later than 45 days after the date of the Purchase Agreement, subject to extension under the terms of the Purchase Agreement.
The Shares issued to the ADDF under the Purchase Agreement were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D, which is promulgated under the Securities Act. The Company relied on this exemption from registration based in part on representations made by the ADDF.
The sale of the Shares pursuant to the Purchase Agreement was not registered under the Securities Act or any state securities laws. The Shares may not be offered or sold in the United States absent an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the Shares described herein.
The above description of the material terms of the Private Placement is qualified in its entirety by reference to the form of Purchase Agreement as attached hereto as Exhibit 10.1.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01 under the caption “Securities Purchase Agreement” is hereby incorporated by reference in response to this Item 3.02 of Form 8-K.
Item 7.01 Regulation FD Disclosure.
On May 20, 2024, the Company issued a press release announcing its entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Purchase Agreement dated May 17, 2024, by and between the Company and the ADDF. | |
| 99.1 | Press Release, dated May 20, 2024, relating to the Offering. | |
| 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: May 20, 2024 | By: | /s/ Howard Berman | ||||
| Howard Berman | ||||||
| Chief Executive Officer | ||||||