UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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. |
Appointment of Directors
On August 18, 2023, the board of directors (the “Board”) of Coya Therapeutics, Inc. (the “Company”) increased the size of the Board to six directors from five, and appointed Dieter Weinand as a Class I director to fill the newly created vacancy. In connection with Mr. Weinand’s appointment, the Board increased the size of each of the Audit Committee and Nominating and Governance Committee to four directors from three, with Mr. Weinand being appointed to fill each of the newly created vacancies, with both appointments being effective immediately.
Mr. Weinand will serve as a director on the Board until the 2026 annual meeting of the Company’s stockholders or until his successor is elected and qualified, subject to his earlier resignation or removal. In connection with his appointment, Mr. Weinand was granted an option to purchase 10,000 shares of the Company’s common stock with an exercise price of $3.43 per share, with all options vesting on the one-year anniversary of the date of the grant, subject to Mr. Weinand’s continued service to the Company. The option grant is subject to the terms and conditions of the Company’s 2021 Equity Incentive Plan, and a related stock option agreement. Mr. Weinand will also be compensated pursuant to the Company’s standard practice for fees to non-employee directors.
There are no family relationships between Mr. Weinand and any other executive officers or directors of the Company. There is no arrangement or understanding between Mr. Weinand and any other persons pursuant to which Mr. Weinand was selected as director. In addition, Mr. Weinand is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company will enter into an indemnification agreement with Mr. Weinand on the Company’s standard form of indemnification agreement, the form of which was filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 13, 2022.
Item 7.01. Regulation FD.
On August 21, 2023 the Company issued a press release announcing Mr. Weinand’s appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibit No. | Description | ||
| 99.1 | Press Release of Coya Therapeutics, Inc., dated August 21, 2023 | |||
| 104 | Cover Page Interactive Data File (embedded within the 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: August 21, 2023 | By: | /s/ Howard Berman | ||||
| Howard Berman | ||||||
| Chief Executive Officer | ||||||