Coya Therapeutics Inc. 美股招股说明书（2026年3月20日版）

Coya Therapeutics, Inc. 2,522,727 Shares of Common Stock This prospectus relates to the resale of up to 2,522,727 shares of Coya Therapeutics, Inc. (the “Company,” “we,” “our,” or “us”) common stock,par value $0.0001 per share (“common stock”), by the selling stockholders listed in this prospectus or their permitted transferees. The shares of commonstock registered for resale pursuant to this prospectus include 2,522,727 shares of common stock (the “Shares”) issued in a private placement (the“Private Placement”) pursuant to a Securities Purchase Agreement entered into on January29, 2026 with certain accredited investors party thereto (the We will not receive any of the proceeds from the sale of the Shares by the selling stockholders. The selling stockholders, or their permitted transferees or other successors-in-interest, may sell the Shares of common stock described in thisprospectus in a number of different ways and at varying prices. See “Plan of Distribution” on page 14 of this prospectus for more information on howthe selling stockholders may sell the Shares of common stock pursuant to this prospectus. Certain of the selling stockholders may be “underwriters” We will pay the expenses incurred in registering the resale of the Shares, including legal and accounting fees. See “Plan of Distribution” on page14 of this prospectus. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entireprospectus and any amendments or supplements carefully before you make your investment decision. We are an “emerging growth company” as defined in Section2(a) of the Securities Act, and we have elected to comply with certain reduced publiccompany reporting requirements. Our common stock is listed on the Nasdaq Capital Market under the symbol “COYA.” The last reported sale price for our common stock onMarch19, 2026 as quoted on the Nasdaq Capital Market was $4.27 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectusand the documents incorporated by reference into this prospectus for a discussion of the risks that you should consider inconnection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Table of Contents ABOUT THIS PROSPECTUS Neither we nor the selling stockholders have authorized anyone to provide you with any information other than that contained in, or incorporatedby reference into, this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that othersmay give you. This prospectus is an offer to sell only the shares of our common stock offered hereby, but only under circumstances and in jurisdictions A prospectus supplement may add to, update or change the information contained in this prospectus. You should read both this prospectus and anyapplicable prospectus supplement together with additional information described below under the heading “Where You Can Find More Information.” Throughout this prospectus, when we refer to the selling stockholders, we are referring to the selling stockholders identified in this prospectus and,as applicable, their permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post- This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actualdocuments for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documentsreferred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a In this prospectus, unless otherwise stated or unless the context otherwise requires, references to “Coya,” “Company,” “we,” “us,” “our” or similarreferences mean Coya Therapeutics, Inc. Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and any documents we incorporate by reference, contain certain forward-looking statements that involve substantial risks anduncertainties. All statements contained in this prospectus and any documents we incorporate by reference, other than statements of historical facts, areforward-looking statements including statements regarding our strategy, future operations, future financial position, future revenue, projected costs,prospects, plans, objectives of management and expected market growth. These statements involve known and unknown risks, uncertainties and other The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “proj