Coya Therapeutics Inc美股招股说明书(2025-10-23版)

Common Stock We are offeringshares of our common stock, par value $0.0001 per share. Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “COYA” On October22, 2025,the last reported sale price of our common stock on Nasdaq was $7.36 per share. We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws,and, as such, have elected to comply with certain reduced public company reporting requirements for future filings. Investing in our securities involves substantial risks. Please read “Risk Factors” beginning onpageS-8of this prospectus supplement and the risk factors included in the accompanying baseprospectus and in the documents filed with the U.S. Securities and Exchange Commission (the“SEC”) and incorporated by reference herein and therein to read about certain factors you shouldconsider before investing in our common stock. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed uponthe adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. (1)Does not include the reimbursement of certain expenses of the underwriter we have agreed to pay. See “Underwriting” fora description of total compensation payable to the underwriter. The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and ExchangeCommission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and arenot soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.We have also granted the underwriter an option for a period of 30 days to purchase up to an additional shares of commonstock from us at the public offering price, less underwriting discounts and commissions. If the underwriter exercises this optionin full, the total underwriting discounts and commissions payable will be $and the total proceeds to us, before expenses,will be $. References to the “underwriter” in this prospectus supplement shall mean Lucid Capital Markets, LLC. Delivery of the common stock is expected to be made on or about October, 2025. Sole Bookrunner Lucid Capital Markets Table of Contents TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE BASE PROSPECTUS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSTHE SECURITIES WE MAY OFFERDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF STOCK WARRANTSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF UNITSFORMS OF SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we have filed with the SEC, utilizing a “shelf” registration process, and relatesto the offering of common stock. Before buying any of the common stock that we are offering, we urge you to carefully read this prospectus supplementand accompanying base prospectus, together with the information incorporated by reference as described under the headings “Where You Can FindMore Information” and “Incorporation of Certain Information by Reference” in this prospectus supplement and the accompanying base prospectus.These documents contain important information that you should consider when making your investment decision. We provide information to you about this offering of our common stock in two separate documents that are bound together: (1)this prospectussupplement, which describes the specific details regarding this offering; and (2)the accompanying base prospectus, dated August19, 2025, whichprovides general information, some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we are referring to bothdocuments combined. This prospectus supplement and accompanying base prospectus add to and update information contained in the documentsincorporated by reference into this prospectus supplement and accompanying base prospectus. To the extent there is a conflict between the informationcontained in this prospectus supplement and accompanying base prospectus, on the one hand, and the information contained in any documentincorporated by reference into this prospectus supplement and accompanying base prospectus that was filed with the SEC before the date of thispros