Form 8-K
8-K — Coya Therapeutics, Inc.
Accession: 0001193125-26-139094
Filed: 2026-04-02
Period: 2026-03-29
CIK: 0001835022
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — d104763d8k.htm (Primary)
EX-10.1 (d104763dex101.htm)
EX-99.1 (d104763dex991.htm)
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XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d104763d8k.htm · Sequence: 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2026
Coya Therapeutics, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-41583
85-4017781
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
5850 San Felipe St., Suite 500
Houston, Texas
77057
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 800 587-8170
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.0001 per share
COYA
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On March 29, 2026, Dr. Howard Berman resigned from the board of directors (the “Board”) of Coya Therapeutics, Inc. (the “Company”) and from his position as Executive Chairman, each effective as of April 1, 2026.
In connection with Dr. Berman’s resignation as Executive Chairman, the Company and Dr. Berman entered into a Separation and General Release Agreement (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement, (i) Dr. Berman will be entitled to receive a prorated annual bonus for 2026 at 100% of target, payable on the Company’s next regular payroll date following the Separation Date (as defined in the Separation Agreement), (ii) the Company will pay or waive Dr. Berman’s COBRA premiums through the earlier of March 31, 2027 or the date he becomes eligible for coverage under another employer’s group health plan, and (iii) Dr. Berman’s unvested stock options will continue to vest for a period of twelve months following the Separation Date and the post-termination exercise period for his vested stock options (including the unvested options that vest during the twelve month period following his Separation Date) will be extended to the two-year anniversary of the Separation Date (subject to earlier expiration in accordance with their terms).
The Separation Agreement further provides that Dr. Berman is not entitled to any additional compensation or severance other than as expressly set forth therein and that the Separation Agreement supersedes any obligations of the Company under his prior employment agreement. In addition, the Separation Agreement contains a general release of claims in favor of the Company and its affiliates, customary non-disparagement provisions, and an affirmation of Dr. Berman’s continuing obligations under existing confidentiality and restrictive covenant agreements.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 10.1 hereto.
Appointment of New Director
On April 1, 2026, upon the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Mark H. Pavao to serve as an independent director, effective April 1, 2026, to fill the vacancy created by Dr. Berman’s resignation. Mr. Pavao was appointed as a Class III director, with a term expiring at the Company’s 2028 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal.
In connection with his appointment, Mr. Pavao will be granted an option to purchase 10,000 shares of the Company’s common stock with an exercise price equal to the closing price on Nasdaq of the Company’s common stock on the date of grant, with all options vesting on the one-year anniversary of the date of the grant, subject to Mr. Pavao’s continued service to the Company. The option grant will be subject to the terms and conditions of the Company’s 2021 Equity Incentive Plan, and a related stock option agreement. Mr. Pavao will also be compensated pursuant to the Company’s standard practice for fees to non-employee directors, as described in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on March 16, 2026.
At the time of appointment, Mr. Pavao has not been appointed to any committees of the Board. The Board expects to consider committee assignments for Mr. Pavao at a later date.
There are no arrangements or understandings between Mr. Pavao and any other persons pursuant to which Mr. Pavao was selected as a director. There are no transactions in which Mr. Pavao has an interest requiring disclosure under Item 404(a) of Regulation S-K.
The Company has entered into an indemnification agreement with Mr. Pavao on the Company’s standard form of indemnification agreement, a copy of which was previously filed with the Securities and Exchange Commission in the Company’s Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on March 16, 2026.
A copy of the Company’s press release announcing the appointment of Mr. Pavao is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
Separation and Release Agreement, dated March 29, 2026.
99.1
Press Release dated April 2, 2026.
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: April 2, 2026
By:
/s/ Arun Swaminathan Ph.D.
Arun Swaminathan Ph.D.
Chief Executive Officer
EX-10.1
EX-10.1
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EX-10.1
Exhibit 10.1
SEPARATION AND GENERAL RELEASE AGREEMENT
This Separation and General Release Agreement (“Agreement”) confirms the terms of the separation of Howard Berman’s
(“you” or “your”) employment with Coya Therapeutics, Inc. (the “Company”), including the consideration described below in Section 4 that you will receive if you
(a) sign and return this Agreement to the Company within 7 days of receipt (the “Return Date”); and (b) comply with the other terms of this Agreement. By signing and delivering this Agreement, you will be entering into a
binding agreement with the Company and agreeing to the terms and conditions in the numbered sections below, including the general release of claims in Section 5. Therefore, you are advised to consult with an attorney of
your choice before signing this Agreement. If you choose not to sign and return this Agreement by the Return Date, you will not receive the consideration described in Section 4.
1. Last Day of Employment. The Company accepts your resignation as an officer and director of the Company as of April 1, 2026
(“Separation Date”). You acknowledge that you are not due any further compensation, payments, or severance under that certain Employment Agreement dated November 1, 2024 (the “Employment Agreement”) and
that this Agreement shall amend, supersede and replace any obligations the Company might otherwise have to you under the Employment Agreement.
2.
Final Pay. You will receive your final paycheck in accordance with applicable state law. Your final paycheck will include payment for all salary/wages that you earned through and including your Separation Date, less applicable withholdings
and deductions. You will receive this payment even if you choose not to enter into this Agreement.
3. Employee Benefits. If you are a participant
in the Company’s group health insurance plan, your active participation in group health insurance plan(s) will end on the last calendar day of the month in which the Separation Date occurs. You may have the right to continue the medical and/or
dental, vision insurance coverage that you had in effect as of the Separation Date (generally for up to 18 months) under COBRA. To continue health insurance coverage under COBRA, you must pay the full premium cost plus the administrative fee except
as set forth below. You will receive information about COBRA under separate cover.
4. Consideration. If you choose to sign and return this
Agreement within the required time period and abide by the other terms of this Agreement, the Company agrees to provide you with the following:
(a) if you timely elect COBRA, the Company will waive your COBRA premiums until the earlier of (i) March 31, 2027, or (ii) the
date that you become covered under a group health plan of another employer. You agree to promptly notify the Company if you become covered by a group health plan of another employer;
(b) you will receive a payment equal to your prorated 2026 bonus at 100% target payable on the next regular paydate after the Separation Date;
(c) You acknowledge and agree that Exhibit A hereto sets forth a complete list of all
outstanding stock options that have been granted to you by the Company (the “Options”). With respect to the Options, the Company agrees as follows:
(i) To the extent such Options have vested as of the Separation Date (the “Vested Options”), the period of
time you have to exercise such Vested Options shall be extended from three (3) months after the Separation Date to the two-year anniversary of the Separation Date (but in no event later than the original
expiration date(s) applicable to such Vested Options), subject to earlier termination in accordance with the terms and conditions of the Company’s 2021 Equity Incentive Plan, as amended and restated effective November 17, 2022, and as
further amended on May 8, 2024 (the “Plan”), and your applicable grant agreements and notices (the “Extended Option Exercise Date”); and
(ii) To the extent the Options are not vested as of the Separation Date (the “Unvested Options”), for a
period of twelve months following the Separation Date such Unvested Options shall continue to vest according to the vesting schedule applicable thereto under the related stock option grant agreement as if you had remained employed by the Company
through such twelve month period.
A discussion of certain important federal income tax consequences related to the foregoing is set forth in
Section 5 below. To the extent that the Vested Options and/or Unvested Options that are treated as vested pursuant to Section 4(c)(ii) above are not exercised on or before the Extended Option
Exercise Date, such Options shall thereupon terminate and be canceled and/or forfeited. For the avoidance of doubt, the Options that continue to vest for a period of twelve months following the Separation Date may be exercised at any time up
until the two-year anniversary of the Separation Date, subject to earlier termination in accordance with the Plan or the applicable grant agreements and notices.
You acknowledge that you are not otherwise entitled to these payments under any severance policy, plan, program, agreement, or otherwise and
that the Company would not agree to provide you with these payments without your general release of claims and other promises in this Agreement. You also agree that these payments constitute good and valuable consideration for your general release
of claims and other promises in this Agreement.
5. Tax Matters.
(a) You acknowledge and agree that you are fully and solely responsible for any and all federal, state, or local taxes, penalties, interest,
fees, or costs (collectively, the “Tax Liability”) due to any taxing authority with respect to the payments and benefits hereunder other than the employer portion of employment taxes. You hereby agree to indemnify the Released
Parties with respect to any Tax Liability, other than any Tax Liability as a result of the Company’s failure to withhold any amount the Company is legally required to withhold. You agree that you are fully
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and solely responsible for consulting with your own legal, financial and/or tax advisors with respect to the payments and benefits hereunder and any tax or other financial consequences associated
with the payments and benefits hereunder and that you have not relied in any respect upon any legal, financial, or tax advice from the Company with respect to the legal, financial, or tax consequences associated with the payment and benefits
hereunder.
(b) To the extent that any of the Options were granted with the intention that they be “incentive stock options”
within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (“ISO”), BECAUSE OF FEDERAL TAX REGULATIONS, THE EXTENSION OF THE EXERCISE PERIOD PURSUANT TO SECTION 4(c) ABOVE WILL CAUSE THE ENTIRETY
OF SUCH OPTIONS TO CEASE TO BE ISOs. Instead, such Options will automatically become “Non-Qualified Stock Options” (“NSOs”). An ISO (that is held for a required holding
period of two years after the date of grant and one year after the date of exercise) is normally not taxed upon exercise. Instead, taxation is generally deferred until sale or other disposition of the shares purchased upon exercise of the option. If
the holding period requirements are met, any “gain” upon sale of that stock would be taxed at favorable “long-term capital gain” rates. NSOs, on the other hand, are taxed at “ordinary income” rates at the time of
exercise (on the excess, if any, of the fair market value of the shares acquired on the date of exercise over the aggregate exercise price), and taxed again on sale of the purchased shares (on the excess, if any, of the sale price over the sum of
the aggregate exercise price plus amounts taxed at the time of exercise). The tax at the time of sale of the purchased shares will be at either short-term or long-term capital gain rates, depending on how long the purchased shares are held before
selling. You should consult your own tax adviser regarding these tax consequences, as well as before exercising your Options or disposing of any shares received upon exercise of your Options.
6. General Release of Claims In exchange for the consideration described in Section 4 to which you are not
otherwise entitled, you (for yourself and your heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release and discharge, to the maximum extent permitted
by law, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees,
shareholders, trustees, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and
insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) from any and all claims, actions, charges,
controversies, causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations of any kind or character whatsoever, that you ever had, now have or may in the future claim
to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that you sign and return this Agreement. This general release of claims includes, without
limitation, any and all claims:
•
of discrimination, harassment, retaliation, or wrongful termination;
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•
for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair
dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic
advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever;
•
for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance,
including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the
Fair Labor Standards Act, the Equal Pay Act, the Lilly Ledbetter Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sarbanes-Oxley Act of 2002, the federal
False Claims Act, Texas Commission on Human Rights/Texas Employment Discrimination Law, Texas Disability Discrimination Law, and Texas Wage Payment Law, in each case, as such laws have been or may be amended;
•
for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income
Security Act of 1974 (excluding COBRA);
•
to any ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to
stock or stock options or incentive units except as otherwise provided herein;
•
arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or
implied), understanding, personnel policy or practice, or employee handbook;
•
relating to or arising from your employment with the Company, the terms and conditions of that employment, and
the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not
expressly listed above; and
•
any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’
fees, costs and disbursements.
7. You expressly acknowledge that this general release of claims includes any and all claims arising up
to and including the date you sign and return this Agreement which you have or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or unasserted, disclosed or undisclosed. By signing
this Agreement, you expressly waive any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and you further waive any rights under statute or
common law principles that otherwise prohibit the release of unknown claims.
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8. This general release of claims does not apply to, waive or affect: any rights or claims that may
arise after the date you sign this Agreement; any claim for workers’ compensation benefits (but it does apply to, waive and affect claims of discrimination and/or retaliation on the basis of having made a workers’ compensation claim);
claims for unemployment benefits or any other claims or rights that by law cannot be waived in a private agreement between an employer and employee; your right to indemnification pursuant to any applicable Company insurance policy or corporate
formation documents; or your rights to any vested benefits to which you are entitled under the terms of the applicable employee benefit plan (the “Excluded Claims”). This general release of claims also does not apply to,
waive, affect, limit or interfere with your preserved rights described in Section 14 below.
9. No Pending Claims. You represent and warrant that you have no charges, lawsuits, or actions pending in your name against any of the Released Parties
relating to any claim that has been released in this Agreement. You also represent and warrant that you have not assigned or transferred to any third party any right or claim against any of the Released Parties that you have released in this
Agreement. For the avoidance of doubt, nothing in this Agreement or any other agreement you may have signed for the benefit of the Company is intended to impair your preserved rights under whistleblower laws or cause you to disclose your
participation in any governmental whistleblower program or proceeding.
10. Covenant not to Sue. Except as provided in
Section 14 below, you covenant and agree that you will not report, institute or file a charge, lawsuit or action (or encourage, solicit, or voluntarily assist or participate in, the reporting, instituting, filing or
prosecution of a charge, lawsuit or action by a third party) against any of the Released Parties with respect to any claim that has been released in this Agreement.
11. Non-Disparagement. You agree that you will not at any time make any disparaging or derogatory statements
concerning the Company, its officers, directors, employees, or its business, products and services. The Company agrees to instruct its officers and directors not to disparage you.
12. Affirmation of Continuing Obligations. You acknowledge you continue to be bound by any confidential information invention assignment agreements or
other restrictive covenants agreements you signed (the “CIIAA”) and shall comply with the CIIAA in all respects.
13. Return of
Company Documents and Other Property. You confirm that you have returned to the Company any and all Company documents, materials and information (whether in hardcopy, on electronic media or otherwise) related to Company business and/or
containing any non-public information concerning the Company or its clients, as well as all equipment, keys, access cards, credit cards, computers, computer hardware and software, electronic devices and any
other Company property in your possession, custody or control. You also represent and warrant that you have not retained copies of any Company confidential information in materials or information (whether in hardcopy, on electronic media or
otherwise). You also agree that you will disclose to the Company all passwords necessary or desirable to enable the Company to access all information which you have password-protected on any of its computer equipment or on its computer network or
system.
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14. Preserved Rights: This Agreement is not intended to, and shall not, in any way prohibit, limit or
otherwise interfere with:
(a) your protected rights under federal, state or local law to, without notice to the Company:
(i) communicate or file a charge with a government regulator, (ii) participate in an investigation or proceeding conducted by a government regulator, or (iii) receive an award paid by a government regulator for providing information;
provided, however, if you bring a claim before the EEOC or similar state or local agency, you shall not be entitled to any relief or recovery (whether monetary or otherwise), and you hereby waive any and all rights to relief or recovery under, or by
virtue of, any such filing of a charge with, or investigation, hearing or proceeding conducted by, the EEOC or any other similar state or local government agency relating to any claim that has been released in this Agreement; or
(b) your protected rights to discuss or disclose information about unlawful acts in the workplace, such as harassment or discrimination or any
other conduct that you have reason to believe is unlawful; or
(c) your protected right to disclose any facts necessary to receive
unemployment insurance, Medicaid, or other public benefits to which you are entitled; or
(d) your right to enforce the terms of this
Agreement and to exercise your rights relating to any other Excluded Claims; or
(e) your rights, if any, under the National Labor
Relations Act.
15. No Other Pay or Benefits. You acknowledge and agree that upon payment of the amounts described herein, you will have been paid
for all work performed including, without limitation, all salary/wages, bonuses, overtime, commissions and any earned, but unused, vacation time due to you up through and including the last day of your employment. You acknowledge and agree that,
except for the Company’s obligation to provide the consideration specifically provided in Section 4, you are entitled to no other payments or benefits and the Released Parties have no further obligations to you
whatsoever, whether arising out of your employment with the Company, your separation from the Company or otherwise.
16. Cooperation with
Investigations/Litigation. You agree, at the Company’s request, to reasonably cooperate, by providing truthful information, documents and testimony, in any Company investigation, litigation, arbitration, or regulatory proceeding regarding
events that occurred during your employment with the Company. Your requested cooperation may include, for example, making yourself reasonably available to consult with the Company’s counsel, providing truthful information and documents, and to
appear to give truthful testimony. The Company will, to the extent permitted by applicable law and court rules, reimburse you for reasonable out-of-pocket expenses that
you incur in providing any requested cooperation, so long as you provide advance written notice to the Company of your request for reimbursement and provide satisfactory documentation of the expenses. Nothing in this section is intended to, and
shall not, preclude or limit your preserved rights described in Section 14.
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17. No Admission. Nothing contained in this Agreement will constitute or be treated as an admission
by you, the Company or any of the other Released Parties of any liability, wrongdoing or violation of law.
18. Miscellaneous
(a) This Agreement contains the entire agreement and understanding between you and the Company concerning the subject matter of this Agreement
and supersedes any and all prior agreements or understandings (both written and oral) between you and the Company concerning the subject matter of this Agreement, except that your obligations under the CIIAA and Unit Grant and Contribution Agreement
remain in full force and effect. This Agreement may only be modified by a written document signed by you and an authorized officer of the Company.
(b) This Agreement shall inure to the benefit of the Company and the other Released Parties and shall be binding upon the Company and its
successors and assigns. This Agreement also shall inure to the benefit of, and be binding upon, you and your heirs, executors, administrators, trustees and legal representatives. This Agreement is personal to you and you may not assign or delegate
your rights or duties under this Agreement, and any such assignment or delegation will be null and void.
(c) The provisions of this
Agreement are severable. If any provision in this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement will remain in full force and effect and the invalid, illegal and unenforceable provision shall
be reformed and construed so that it will be valid, legal and enforceable to the maximum extent permitted by law.
(d) The Company and you
shall each bear their own costs, fees (including, without limitation, attorney’s fees) and expenses in connection with the negotiation, preparation and execution of this Agreement.
(e) The failure of the Company to seek enforcement of any provision of this Agreement in any instance or for any period of time shall not be
construed as a waiver of such provision or of the Company’s right to seek enforcement of such provision in the future.
(f) Given
the full and fair opportunity provided to each party to consult with their respective counsel regarding terms of this Agreement, ambiguities shall not be construed against either party by virtue of such party having drafted the subject provision.
You acknowledge and agree that Lowenstein Sandler LLP represented the Company in the drafting of this Agreement, does not represent you personally, and that you had the opportunity for your own personal legal counsel to review and advise you
regarding this Agreement.
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(g) The headings in this Agreement are included for convenience of reference only and shall
not affect the interpretation of this Agreement.
(h) All post-employment obligations under the Employment Agreement, Proprietary
Information Agreement and Mutual Arbitration Agreement remain in full force and effect.
19. Opportunity to Review. You represent and warrant that
you:
•
have had sufficient opportunity to consider this Agreement;
•
have carefully read this Agreement and understand all of its terms;
•
are not incompetent and have not had a guardian, conservator or trustee appointed for you;
•
have entered into this Agreement of your own free will and volition and that, except for the promises expressly
made by the Company in this Agreement, no other promises or agreements of any kind have been made to you by any person or entity whatsoever to cause you to sign this Agreement;
•
understand that you are responsible for your own attorneys’ fees and costs;
•
have been advised and encouraged by the Company to consult with your own independent counsel before signing this
Agreement;
•
have had the opportunity to review this Agreement with counsel of your choice or have chosen voluntarily not to
do so;
•
you were given a reasonable amount of time to review this Agreement before signing it and understood that you
were free to use as much or as little of the review period as you wished or considered necessary before deciding to sign it; and
•
understand that this Agreement is valid, binding, and enforceable against you and the Company according to its
terms.
[Signature Page Follows]
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If you wish to accept this Agreement, please sign, date and return it to the Company
within 7 days of receipt. This Agreement may be executed in counterparts (including via facsimile and electronic image scan (pdf) or Docusign), and each such counterpart shall be an original and all shall together constitute but one and the
same Agreement.
Agreed to and accepted on this 29th day of March 2026
EMPLOYEE:
/s/ Howard Berman
Howard Berman
Agreed to and accepted on this 29th day of March 2026
BY: COYA THERAPEUTICS, INC.
By:
/s/ Arun Swaminathan
Name: Arun Swaminathan
Title: Chief Executive
Officer
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EXHIBIT A
Outstanding Stock Options
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EX-99.1
EX-99.1
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EX-99.1
Exhibit 99.1
Coya Therapeutics Announces Planned Board Transition and Appointment of Mark H. Pavao as Independent
Director
•
Howard Berman, Ph.D., the Company’s Founder and current Executive Chairman and Director, has stepped down
from his roles, following the CEO transition process initiated in November 2024.
•
Mark H. Pavao, a senior pharma and biotech executive, joins the Board as an independent director.
HOUSTON, TX., April 2, 2026 (BUSINESS WIRE)— Coya Therapeutics, Inc. (NASDAQ: COYA) (“Coya” or the
“Company”), a clinical-stage biotechnology company developing biologics intended to enhance T-cell (Treg) function in patients with neurodegenerative disorders, today announced that founder Howard
Berman, Ph.D., has stepped down as Executive Chairman and as a member of the Board, and that Mark H. Pavao has been appointed to the Board as an independent director.
Dr. Berman became Executive Chairman in November 2024 as part of a planned CEO transition that established Arun Swaminathan, Ph.D., as the
Company’s Chief Executive Officer. Dr. Berman’s departure from the Executive Chairman role was a contemplated next step in that process.
“Dr. Berman’s entrepreneurial spirit and scientific foresight have been instrumental in guiding Coya from its beginnings as a start-up, through its IPO, and now into a Phase 2B trial of our lead asset COYA 302 in patients with ALS. We are deeply grateful for his wisdom and leadership throughout the company’s expansion, and I am
personally thankful for his mentorship,” said Arun Swaminathan, Ph.D., Coya’s CEO.
Dr. Berman said “It has been incredibly rewarding to have founded Coya and work alongside such a
talented and dedicated team, particularly Arun, who has proven himself to be an exceptional and highly effective leader — the company is in very capable hands with him as CEO. The company continues to demonstrate strong operational execution,
with COYA 302, our differentiated regulatory T cell combination therapy, approaching an important data readout in the ALSTARS trial. I’m also pleased that Mark is joining the Board to provide his commercial expertise as the company advances
COYA 302 toward potential commercialization. Moving forward, I will be devoting my full attention to several leadership initiatives now underway.”
Coya is also proud to announce that Mark H. Pavao is joining its Board, to fill the Board seat resulting from Dr. Berman’s departure.
Mr. Pavao brings more than 30 years of leadership experience in the global biopharmaceutical industry and has led global commercial organizations ranging from emerging biotechnology companies to multibillion-dollar pharmaceutical franchises.
Throughout his career, he has led commercialization strategy and major product launches across multiple therapeutic areas including neuroscience. Mr. Pavao has held senior leadership roles at Biotech Value Advisors, LLC, R-Pharm US and Bristol-Myers Squibb. Mr. Pavao currently serves as Chair of the Board of Medical Knowledge Group and as a board member of Perosphere Technologies and MiracleFeet.
Dieter Weinand, Chair of the Company’s Nominating Committee said, “Given Coya’s growing clinical pipeline and upcoming clinical trial
readouts, we are pleased to expand our Board with Mark’s extensive commercial experience. We look forward to his counsel as we continue advancing Coya toward becoming a leading company in developing therapies to address neuroinflammation and
neurodegenerative disorders.”
Mr. Pavao added “I am impressed by Coya’s science and clinical progress, which positions the company
to make a meaningful impact for patients with neurodegenerative diseases such as ALS and FTD. I’m eager to work closely with the management team and Board as Coya progresses from a clinical stage to a commercial stage company.”
About Coya Therapeutics, Inc.
Headquartered in Houston,
TX, Coya Therapeutics, Inc. (Nasdaq: COYA) is a clinical-stage biotechnology company developing proprietary treatments focused on the biology and potential therapeutic advantages of regulatory T cells (“Tregs”) to target systemic
inflammation and neuroinflammation. Dysfunctional Tregs underlie numerous conditions, including neurodegenerative, metabolic, and autoimmune diseases. This cellular dysfunction may lead to sustained inflammation and oxidative stress resulting in
lack of homeostasis of the immune system.
Coya’s investigational product candidate pipeline leverages multiple therapeutic modalities aimed at
restoring the anti-inflammatory and immunomodulatory functions of Tregs. Coya’s therapeutic platforms include Treg-enhancing biologics, Treg-derived exosomes, and autologous Treg cell therapy.
For more information about Coya, please visit www.coyatherapeutics.com
About COYA 302
COYA 302 is an investigational and
proprietary biologic combination therapy with a dual immunomodulatory mechanism of action intended to enhance the anti-inflammatory function of regulatory T cells (Tregs) and suppress the inflammation produced by activated monocytes and macrophages.
COYA 302 comprises proprietary low dose interleukin-2 (LD IL-2) and CTLA-4 Ig and is being developed for subcutaneous
administration for the treatment of patients with ALS and other neurodegenerative diseases. These mechanisms may have additive or synergistic effects.
Coya is currently conducting the ALSTARS Trial, a Phase 2, randomized, multi-center, double-blind, placebo-controlled study to evaluate the efficacy and
safety of COYA 302 for the treatment of ALS (Identifier: NCT07161999).
COYA 302 is an investigational product not yet approved by the FDA or any other
regulatory agency.
Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this press release that are not statements of historical fact are forward-looking statements. Such
forward-looking statements include, without limitation, statements regarding: expectations of Coya Therapeutics, Inc. (the “Company”) regarding the potential benefits, effectiveness and safety of its product candidates; the
Company’s ability to advance its product candidates through the preclinical and clinical development processes; the Company’s expectations regarding, quality, timing and availability of data from the Company’s clinical trials; the
timing of announcements, updates and results of the Company’s clinical trials and related data; the Company’s future results of operations and financial position, including cash runway; and the potential therapeutic benefits and economic
value of the Company’s product candidates. These forward-looking statements are based on the beliefs of the management of the Company as well as assumptions made by and information currently
available to the Company. Such statements reflect the current views of the Company with respect to future events and are subject to known and unknown risks and uncertainties. In light of these
risks and uncertainties, the events or circumstances referred to in the forward-looking statements may not occur. These and other factors that may cause the Company’s actual results to differ from current expectations are discussed in the
Company’s filings with the Securities and Exchange Commission (the “SEC”), including the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2025. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this press release is given. Except as required by law, the Company undertakes no obligation to
publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contact
David Snyder, CFO
david@coyatherapeutics.com
Media Contacts
Russo Partners
David Schull
David.Schull@russopartnersllc.com
858-717-2310
Rachelle Babb
rachelle.babb@russopartnersllc.com
929-325-7559
Source: Coya Therapeutics, Inc.
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