10-Q

ROC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-41583

Coya Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	85-4017781
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5850 San Felipe St., Suite 500 Houston, TX	77057
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 587-8170

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of Registrant’s common stock outstanding as of May 8, 2026 was 23,457,183.

Table of Contents


		Page
PART I	Financial Information	3

Item 1.	Financial Statements	3

	Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	3
	Condensed Unaudited Interim Statements of Operations for the Three Months Ended March 31, 2026 and 2025	4
	Condensed Unaudited Interim Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025	5
	Condensed Unaudited Interim Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	6
	Notes to the Condensed Unaudited Interim Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30

PART II	Other Information	31

Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	33

	Signatures	34

Part I – Financial Information

Item 1. Financial Statements.

COYA THERAPEUTICS, INC.

CONDENSED BALANCE SHEETS


	(unaudited)
	March 31,			December 31,
	2026			2025
Assets
Current assets:
Cash and cash equivalents	$	50,724,643		$	46,822,786
Prepaids and other current assets		2,538,036			3,116,232
Total current assets		53,262,679			49,939,018
Fixed assets, net		8,420			11,227
Total assets	$	53,271,099		$	49,950,245

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	948,192		$	1,061,122
Accrued expenses		1,355,714			3,612,913
Deferred collaboration revenue		1,242,635			1,197,856
Total current liabilities		3,546,541			5,871,891
Deferred collaboration revenue		754,198			1,050,124
Total liabilities		4,300,739			6,922,015

Commitments and contingencies (Note 6)

Stockholders' equity:
Series A convertible preferred stock, $0.0001 par value: 10,000,000 shares authorized, none issued or outstanding as of March 31, 2026 or December 31, 2025		-			-
Common stock, $0.0001 par value; 200,000,000 shares authorized; 23,457,183 and 20,934,456 shares issued and outstanding as of March 31, 2026 or December 31, 2025, respectively		2,346			2,094
Additional paid-in capital		118,138,281			104,989,413
Accumulated deficit		(69,170,267	)		(61,963,277	)
Total stockholders' equity		48,970,360			43,028,230
Total liabilities and stockholders' equity	$	53,271,099		$	49,950,245

The accompanying notes are an integral part of these condensed unaudited interim financial statements.

COYA THERAPEUTICS, INC.

CONDENSED UNAUDITED INTERIM STATEMENTS OF OPERATIONS


	Three Months Ended March 31,
	2026			2025
Collaboration revenue	$	251,147		$	257,884
Operating expenses:
Research and development		4,096,580			5,214,076
In-process research and development		10,000			-
General and administrative		3,781,977			2,713,890
Depreciation		2,807			6,840
Total operating expenses		7,891,364			7,934,806
Loss from operations		(7,640,217	)		(7,676,922	)
Other income:
Other income		433,227			370,165
Pre-tax loss		(7,206,990	)		(7,306,757	)
Income tax expense		-			-
Net loss	$	(7,206,990	)	$	(7,306,757	)

Per share information:
Net loss per share of common stock, basic and diluted	$	(0.32	)	$	(0.44	)
Weighted-average shares of common stock outstanding, basic and diluted		22,644,304			16,720,511

The accompanying notes are an integral part of these condensed unaudited interim financial statements.

COYA THERAPEUTICS, INC.

CONDENSED UNAUDITED INTERIM STATEMENTS OF STOCKHOLDERS’ EQUITY

SEC Form 10-Q filed by Coya Therapeutics Inc.