MAIA Biotechnology Announces Private Placement of $2,715,000

Rhea-AI Summary

MAIA Biotechnology (NYSE: MAIA) has announced a private placement agreement to sell 1,810,000 shares of common stock at $1.50 per share, expected to raise gross proceeds of $2.715 million. Each share comes with a warrant to purchase one additional share at $1.87, exercisable one year after issuance with a six-year term.

The private placement, which includes participation from company directors, is expected to close around February 20, 2025. The proceeds will fund the initiation of Part C of the Phase II THIO-101 trial and provide working capital. The securities are being offered under Section 4(a)(2) of the Securities Act and Regulation D, and have not been registered under the Securities Act.

Positive

• Secured $2.715 million in new funding through private placement
• Warrants provide potential for additional future funding at $1.87 per share
• Directors participating in the placement shows insider confidence

Negative

• Dilutive impact on existing shareholders
• Offering price of $1.50 represents a discount to warrant exercise price
• Securities are restricted and not freely tradeable upon issuance

Insights

Financial Analyst

This private placement reveals both opportunities and challenges for MAIA Biotechnology. The $2.715M raise at $1.50 per share represents a 19.8% discount to the current market price, indicating significant pressure to secure funding. The immediate dilution from the 1.81M new shares represents approximately 6.9% of the current shares outstanding.

The warrant structure is particularly noteworthy. With a 1:1 warrant ratio at $1.87 exercise price, this creates potential for additional future dilution but also provides upside participation for investors. The one-year exercise delay and six-year term suggest a balanced approach between immediate funding needs and long-term growth potential.

Director participation in the placement sends a positive signal about management's confidence, though the need to issue securities under the equity incentive plan may indicate institutional interest. The use of proceeds for Phase II trial THIO-101 Part C suggests this funding may be a bridge to more significant clinical milestones.

The structure and timing of this raise indicate careful consideration of market conditions and investor appetite. While the dilution impact is meaningful, the company has managed to secure necessary capital without excessive warrant sweeteners or overly onerous terms. The success of the Phase II trial progression will be important in determining whether this financing proves to be a strategic stepping stone or a costly necessity.

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 1,810,000 shares of common stock at a purchase price of $1.50 per share, in a 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 $1.87 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 the Company director 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 20, 2025, subject to the satisfaction of customary closing conditions.

The gross proceeds from the offering are expected to be $2,715,000, prior to offering expenses payable by the Company. The Company intends to use the net proceeds received from the private placement to fund the starting cost for Part C of the Phase II trial THIO -101 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. 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.

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/20250218383990/en/

Investor Relations Contact

+1 (872) 270-3518

ir@maiabiotech.com

Source: MAIA Biotechnology, Inc.

FAQ

How much money did MAIA Biotechnology raise in its February 2024 private placement?

MAIA Biotechnology raised $2.715 million through the private placement of 1,810,000 shares at $1.50 per share.

What is the exercise price and term of the warrants issued with MAIA's private placement?

The warrants have an exercise price of $1.87 per share, are exercisable after one year, and have a six-year term from issuance.

How will MAIA Biotechnology use the proceeds from the private placement?

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

When is MAIA Biotechnology's private placement expected to close?

The private placement is expected to close on or about February 20, 2025, subject to customary closing conditions.

What is the significance of MAIA directors participating in the private placement?

Director participation demonstrates insider confidence in the company and aligns management interests with those of investors.