MAIA Biotechnology agrees to $695,000 private placement with warrants

MAIA Biotechnology, Inc. (NYSE American: MAIA) agreed on May 27, 2025 to sell common stock and warrants in a private placement that it expects to bring in gross proceeds of approximately $695,000, before offering expenses. The company disclosed the deal in a Form 8-K filed May 28, 2025. Closing is expected on May 29, 2025, subject to the satisfaction of customary closing conditions.

What the filing says

MAIA signed a Securities Purchase Agreement with certain accredited investors. They agreed to buy 429,999 shares of common stock, par value $0.0001 per share, at $1.50 per share, for an aggregate purchase price of approximately $645,000. Each investor share comes with a warrant, so the investors also receive warrants to purchase up to 429,999 shares.

A director of the company also took part. The filing says the board allowed its members to participate in recognition of their past and continued future services and to align directors' interests with those of stockholders. Company director Stan Smith subscribed for 33,333 shares and 33,333 warrants at $1.50 per share, for an aggregate purchase price of approximately $50,000.

A correcting press release filed as Exhibit 99.1 states the combined total as 463,332 shares and approximately $695,000. It replaces an earlier announcement that carried different share and proceeds figures.

Warrant terms

The warrants have an exercise price of $1.71 per share. The filing says that price represents the greater of the book or market value of the stock on the date the Purchase Agreement was executed. The warrants have a term of five years from the initial issuance date. The 8-K says they become exercisable six months after issuance. The form of Purchase Agreement filed as Exhibit 10.1 defines the warrants as exercisable commencing one-year following the date of issuance, which differs from the 8-K and the press release.

The 8-K says the investor warrants do not include any provisions relating to price protection. The shares and warrants are restricted securities under Rule 144 and carry no registration rights. They were offered without registration under Section 4(a)(2) of the Securities Act and/or Rule 506.

The director's shares and warrants are issued under the company's 2021 Equity Incentive Plan, as an Unrestricted Stock Award and an Award of Options.

Use of proceeds

MAIA says it intends to use the net proceeds to fund the starting cost for Step 1 of Part C of the Phase II trial THIO-101 and for working capital. The agreement provides for the closing to occur no later than the second trading day after the agreement date. It names Sheppard Mullin Richter & Hampton LLP as company counsel and Computershare Trust Company, N.A. as transfer agent.

Chief Executive Officer Vlad Vitoc signed the 8-K for MAIA.

About the company

The press release describes MAIA as a clinical-stage biopharmaceutical company developing targeted immunotherapies for cancer. Its lead program is ateganosine (THIO), which it calls a potential first-in-class cancer telomere targeting agent in clinical development for the treatment of non-small cell lung cancer (NSCLC) patients with telomerase-positive cancer cells.

In its Form 10-K filed March 21, 2025, MAIA included a report from its auditor, Grant Thornton LLP, with a going concern section. The report says the company has incurred recurring losses, has negative cash flows from operations, and has an accumulated deficit of $87,234,833 as of December 31, 2024. It says these conditions raise substantial doubt about the company's ability to continue as a going concern.

Vlad Vitoc signed that 10-K as Chairman and Chief Executive Officer, and Jeffrey C. Himmelreich signed as Head of Finance and Principal Financial Officer.

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