Coya Therapeutics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement
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| Item 1.01. | Entry Into a Material Definitive Agreement. |
On May 12, 2026, Coya Therapeutics, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC, as sales agent (“Leerink Partners”), pursuant to which the Company may offer and sell, from time to time through or to Leerink Partners, shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), for aggregate gross proceeds of up to $30,000,000 (the “Placement Shares”). The offer and sale of the Placement Shares will be made pursuant to a shelf registration statement on Form S-3 (File No. 333-289511) and the related prospectus, as supplemented by a prospectus supplement dated May 12, 2026 (the “Registration Statement”) and filed with the Securities and Exchange Commission on such date pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
Pursuant to the Sales Agreement, Leerink Partners will use commercially reasonable efforts consistent with their normal trading and sales practices, applicable state and federal law, rules and regulations and rules of the Nasdaq Capital Market to sell the Placement Shares in sales deemed to be “at the market” equity offerings as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the Nasdaq Capital Market. If agreed to in a separate terms agreement, the Company may sell Placement Shares to Leerink Partners as principal, at a purchase price agreed upon by Leerink Partners and the Company. Leerink Partners may also sell Placement Shares in negotiated transactions with the Company’s prior approval. The offer and sale of the Placement Shares pursuant to the Sales Agreement will terminate upon the earlier of (a) the issuance and sale of all of the Placement Shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by Leerink Partners or the Company pursuant to the terms thereof. The Company has no obligation to sell any of the Placement Shares, and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.
The Company has agreed to pay Leerink Partners a commission of 3.0% of the aggregate gross proceeds from any Placement Shares sold by Leerink Partners and to provide Leerink Partners with customary indemnification and contribution rights, including for liabilities under the Securities Act. The Company also will reimburse Leerink Partners for certain specified expenses in connection with entering into the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the placements of the Placement Shares pursuant thereto. Leerink Partners’ obligations to sell the Placement Shares under the Sales Agreement is subject to satisfaction of certain conditions, and other customary closing conditions.
The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is attached as an exhibit hereto and incorporated by reference into this Item 1.01.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Placement Shares, nor shall there be any offer, solicitation, or sale of the Placement Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 1.1 | Sales Agreement by and between Coya Therapeutics, Inc. and Leerink Partners LLC dated May 12, 2026 | |
| 5.1 | Opinion of Lowenstein Sandler LLP | |
| 99.1 | Consent of Lowenstein Sandler LLP (included in Exhibit 5.1) | |
| 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 12, 2026 | By: | /s/ Arun Swaminathan Ph.D. | ||||
| Arun Swaminathan Ph.D. Chief Executive Officer | ||||||