MAIA Biotechnology prices $1.43 million private placement of shares and warrants

MAIA Biotechnology, Inc. (NYSE American: MAIA) agreed on February 24, 2025 to sell shares of common stock and warrants in a non-brokered private placement. The company reported the deal in a Form 8-K filed February 25, 2025. The 8-K expects combined gross proceeds of about $1.43 million, before offering expenses. Closing is expected on February 26, 2025, subject to customary conditions. The money therefore had not been received when the company filed the report.

The terms

The purchase agreement covers 894,300 shares of common stock, par value $0.0001, sold to accredited investors at $1.50 per share, for an aggregate purchase price of about $1.34 million. Each investor also receives warrants to buy up to the same number of shares. The warrants have an exercise price of $1.85 per share, which the 8-K says is the greater of the book or market value of the stock on the date of the agreement. They become exercisable one year after issuance and have a term of six years. The 8-K says the warrants contain no price protection provisions.

Certain directors also signed the agreement, to buy 58,333 shares and warrants for the same number of shares, at the same prices, for about $87,500. Director Stan Smith subscribed for 25,000 shares and director Ramiro Guerrero for 33,333. The 8-K describes that participation as recognition of past and continuing future services, and as a way to align directors' interests with those of stockholders.

The securities are restricted under Rule 144 and carry no registration rights. They were sold in reliance on Section 4(a)(2) of the Securities Act of 1933 and, in part, on Rule 506 of Regulation D.

Who is involved

The press release describes definitive agreements for 952,300 shares at $1.50 per share, each with a warrant at $1.85. That figure does not match the 8-K's investor and director share counts, and the 8-K does not explain the difference.

The 8-K names no placement agent or financial advisor for the deal. The purchase agreement 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.

Use of the money

The company says it intends to use the net proceeds to fund the starting cost of Part C of the Phase 2 THIO-101 clinical trial, and for working capital. The press release says the company also closed a separate private placement of approximately $2.7 million on February 24, 2025, and that aggregate gross proceeds from both placements are expected to be $4.1 million, intended to fund the Part C start and working capital.

Going-concern warning in the 2023 annual report

The company's annual report on Form 10-K for 2023, filed March 21, 2024, includes a going-concern paragraph from its auditor, Grant Thornton LLP, which has served as the company's auditor since 2022. The auditor says MAIA has incurred recurring losses, has negative cash flows from operations and had an accumulated deficit of $63,980,177 as of December 31, 2023. Those conditions, along with other matters, raise substantial doubt about its ability to continue as a going concern. The report shows cash and cash equivalents of $7,150,695 at December 31, 2023.

The annual report's signature page includes Steven Chaouki and Ramiro Guerrero as directors, and Jeffrey C. Himmelreich as principal financial officer. The report is dated March 21, 2024, almost a year before this placement.

The company's address and listing

MAIA gives its principal executive offices as 444 West Lake Street, Suite 1700, in Chicago, Illinois. The cover page of the 8-K lists its common stock on the NYSE American under the symbol MAIA. The company checked the emerging growth company box.

Report an error

Companies in this story

MAIAMAIA Biotechnology, Inc.AMEX · United StatesOpen the starter desk