MAIA Biotechnology Announces Non-Brokered Private Placement of Approximately $1.43 Million

Rhea-AI Summary

MAIA Biotechnology (NYSE: MAIA) has announced a non-brokered private placement of 952,300 shares of common stock at $1.50 per share, along with warrants to purchase additional shares at $1.85 per share. The warrants will be exercisable one year after issuance and have a six-year term.

This placement is expected to raise approximately $1.43 million in gross proceeds. Combined with a previous private placement of $2.7 million closed on February 24, 2025, the total gross proceeds will reach $4.1 million. The funds will be used to finance the starting costs for Part C of the Phase 2 THIO-101 clinical trial and working capital needs.

The securities are being offered under Section 4(a)(2) of the Securities Act and Regulation D, and will be restricted securities without registration rights. The placement is expected to close around February 26, 2025, subject to customary closing conditions.

Positive

• Secured $4.1 million in total funding through two private placements
• Funding enables progression of Phase 2 THIO-101 clinical trial
• Directors participating in placement demonstrates insider confidence

Negative

• Dilutive effect on existing shareholders through new share issuance
• Restricted securities with transferability
• Securities sold at $1.50 per share, potentially below market value

Insights

Financial Analyst

This $4.1M financing round reveals several critical insights about MAIA's current position and strategy. The 15% discount to current market price in the latest placement ($1.50 vs. $1.81) coupled with warrant sweeteners signals challenging capital market conditions for the company. The warrant exercise price of $1.85 represents a modest 23% premium to the placement price, suggesting a balanced approach between current dilution and future upside potential.

The participation of company directors in the placement is a double-edged sword. While it demonstrates insider confidence, the need to include them in a relatively small raise could indicate external investor interest. The non-brokered nature of the placement likely helped reduce costs but also suggests potential difficulties in securing traditional investment banking support.

The immediate dilution impact from the new shares represents approximately 3.6% of the current shares outstanding. However, the potential future dilution from warrant exercise could double this impact. The restricted nature of these securities creates a temporary overhang risk when they become eligible for resale.

The timing and size of this financing suggest it's primarily a bridge funding round. While it provides capital for initiating Part C of their Phase 2 trial, the relatively modest amount raised ($4.1M) may only provide a runway, potentially necessitating additional financing within 6-12 months depending on their burn rate and trial costs. This incremental financing approach could indicate either careful cash management or difficulties in securing larger amounts of capital.

CHICAGO--(BUSINESS WIRE)-- MAIA Biotechnology, Inc., (NYSE American: MAIA) (“MAIA”, the “Company”), a clinical-stage biopharmaceutical company developing targeted immunotherapies for cancer, today announced that it has entered into definitive agreements for the purchase and sale of an aggregate of 952,300 shares of common stock at a purchase price of $1.50 per share, in a non-brokered private placement to accredited investors and certain Company directors. Each share of common stock is being offered together with a warrant to purchase one share of common stock at an exercise price of $1.85 per share, which price represents the greater of the book or market value of the stock on the date the definitive agreements were executed (subject to customary adjustments as set forth in the warrants). The warrants are exercisable commencing one year following issuance and have a term of six years from the initial issuance date. The securities being sold to Company directors participating in the offering are being issued pursuant to the Company’s 2021 Equity Incentive Plan. The private placement is expected to close on or about February 26, 2025, subject to the satisfaction of customary closing conditions.

The gross proceeds from the offering are expected to be approximately $1.43 million, prior to offering expenses payable by the Company. The Company closed a private placement of approximately $2.7 million on February 24, 2025 and the aggregate gross proceeds from both private placements are expected to be $4.1 million, prior to deducting offering expenses payable by the Company. The Company intends to use the combined net proceeds received from the two private placements to fund the starting cost for Part C of the Phase 2 THIO -101 clinical trial and for working capital.

The securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act or applicable state securities laws and do not have registration rights. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities issued in the Private Placement will be "restricted securities" under the U.S. Securities Act.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About MAIA Biotechnology, Inc.

MAIA is a targeted therapy, immuno-oncology company focused on the development and commercialization of potential first-in-class drugs with novel mechanisms of action that are intended to meaningfully improve and extend the lives of people with cancer. Our lead program is THIO, a potential first-in-class cancer telomere targeting agent in clinical development for the treatment of NSCLC patients with telomerase-positive cancer cells. For more information, please visit www.maiabiotech.com.

Forward-Looking Statements

MAIA cautions that all statements, other than statements of historical facts contained in this press release, are forward-looking statements. Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels or activity, performance or achievements to be materially different from those anticipated by such statements. The use of words such as “may,” “might,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “intend,” “future,” “potential,” or “continue,” and other similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that statements are not forward-looking. For example, all statements we make regarding (i) the initiation, timing, cost, progress and results of our preclinical and clinical studies and our research and development programs, (ii) our ability to advance product candidates into, and successfully complete, clinical studies, (iii) the timing or likelihood of regulatory filings and approvals, (iv) our ability to develop, manufacture and commercialize our product candidates and to improve the manufacturing process, (v) the rate and degree of market acceptance of our product candidates, (vi) the size and growth potential of the markets for our product candidates and our ability to serve those markets, (vii) our expectations regarding our ability to obtain and maintain intellectual property protection for our product candidates; (viii) the completion of the offering and (ix) the satisfaction of customary closing conditions related to the offering, are forward looking. All forward-looking statements are based on current estimates, assumptions and expectations by our management that, although we believe to be reasonable, are inherently uncertain. Any forward-looking statement expressing an expectation or belief as to future events is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future events and are subject to risks and uncertainties and other factors beyond our control that may cause actual results to differ materially from those expressed in any forward-looking statement. Any forward-looking statement speaks only as of the date on which it was made. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. In this release, unless the context requires otherwise, “MAIA,” “Company,” “we,” “our,” and “us” refers to MAIA Biotechnology, Inc. and its subsidiaries.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250224819364/en/

Investor Relations Contact

+1 (872) 270-3518

ir@maiabiotech.com

Source: MAIA Biotechnology, Inc.

FAQ

How much money did MAIA Biotechnology raise in their latest private placement?

MAIA Biotechnology raised approximately $1.43 million in their latest private placement, with a total of $4.1 million when combined with their previous placement of $2.7 million.

What is the exercise price for MAIA's new warrants issued in February 2025?

The warrants have an exercise price of $1.85 per share, which represents the greater of the book or market value of the stock on the date of the agreements.

How will MAIA use the proceeds from their 2025 private placements?

MAIA will use the proceeds to fund the starting cost for Part C of the Phase 2 THIO-101 clinical trial and for working capital purposes.

When can investors exercise the warrants issued in MAIA's 2025 private placement?

The warrants become exercisable one year after issuance and have a term of six years from the initial issuance date.

How many shares did MAIA Biotechnology sell in their February 2025 private placement?

MAIA Biotechnology sold 952,300 shares of common stock at a purchase price of $1.50 per share.