SEC Comment Letter 0000000000-22-013298 to Coya Therapeutics, Inc. (COYA)
Coya Therapeutics, Inc.
Date: Dec. 9, 2022 · CIK: 0001835022 · Accession: 0000000000-22-013298
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File numbers found in text: 333-268482
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United States securities and exchange commission logo
December 9, 2022
Howard Berman, Ph.D.
Chief Executive Officer
Coya Therapeutics, Inc.
5850 San Felipe St. Suite 500
Houston, TX 77057
Re:Coya Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 5, 2022
File No. 333-268482
Dear Howard Berman:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our November 29, 2022 letter.
Amendment No. 1 to Form S-1 filed December 5, 2022
Risks Related to Our Securities and the Offering, page 42
1.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly. Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
FirstName LastNameHoward Berman, Ph.D.
Comapany NameCoya Therapeutics, Inc.
December 9, 2022 Page 2
FirstName LastName
Howard Berman, Ph.D.
Coya Therapeutics, Inc.
December 9, 2022
Page 2
changing value of your stock.
You may contact Tara Harkins at 202-551-3639 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jane Park at 202-551-7439 or Tim Buchmiller at 202-551-3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Steven M. Skolnick, Esq.