Filed Pursuant to Rule 424(b)(3)
Registration No. 333-276374
PROSPECTUS
Coya Therapeutics, Inc.
4,689,386 Shares of Common Stock
This prospectus
relates to the resale of up to 4,689,386 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 common stock registered for resale pursuant to this prospectus include:
(i) 4,370,382 shares of common stock (the Shares) issued in a private placement (the Private Placement) pursuant to a
Securities Purchase Agreement entered into on December 5, 2023 with certain accredited investors party thereto (the Securities Purchase Agreement); and
(ii) 319,004 shares of common stock (the Warrant Shares) issuable upon exercise of warrants (the Warrants) issued to the
co-placement agent and our financial advisor in connection with the Private Placement, which closed on December 11, 2023.
We will not
receive any of the proceeds from the sale of shares by the selling stockholders. However, we may receive proceeds of up to approximately $2,418,050 from the cash exercise of the Warrants by the selling stockholders, once the registration statement,
of which this prospectus is part, is declared effective. The Warrants may also be exercised and resold hereunder on a cashless basis, at the option of their holders, and we will not receive any proceeds upon such cashless exercise.
The selling stockholders, or their permitted transferees or other
successors-in-interest, may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices. See Plan of
Distribution on page 18 of this prospectus for more information on how the selling stockholders may sell the shares of common stock pursuant to this prospectus. Certain of the selling stockholders may be underwriters
within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the Securities Act).
We will pay the
expenses incurred in registering the shares, including legal and accounting fees. See Plan of Distribution on page 18 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 entire
prospectus and any amendments or supplements carefully before you make your investment decision.
We are an emerging growth
company as defined in Section 2(a) of the Securities Act, and we have elected to comply with certain reduced public company 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 on
January 12, 2024 as quoted on the Nasdaq Capital Market was $6.16 per share.
Investing
in our securities involves a high degree of risk. See Risk Factors beginning on page 8 of this prospectus and the documents incorporated by reference into this prospectus for a discussion of the risks that
you should consider in connection with an investment in our securities.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is January 16, 2024.