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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d)
of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 18, 2025
MAIA
Biotechnology, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41455 |
|
83-1495913 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 444
West Lake Street, Suite 1700 |
|
|
| Chicago,
IL |
|
60606 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(312)
416-8592
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
MAIA |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
On
September 18, 2025, MAIA Biotechnology, Inc, Inc. (the “Company”) entered into inducement offer letter agreements
(the “Inducement Letters”) with (i) certain accredited investors (the “Pre-IPO Participating Holders”)
that hold outstanding warrants to purchase up to an aggregate of 16,957 shares of the Company’s common stock, par value $0.0001
per share (the “Common Stock”) with an exercise price of $6.00 per share (the “Pre-IPO Warrants”),
originally issued to the Pre-IPO Participating Holders in June 2021; (ii) certain accredited investors (the “April 2024 Participating
Holders”) that hold outstanding warrants to purchase up to an aggregate of 12,291 shares of Common Stock with an exercise price
of $2.08 per share (the “April 2024 Warrants”), originally issued to the April 2024 Participating Holders on April
25, 2024; (iii) certain accredited investors (the “November 2024 Participating Holders”) that hold outstanding warrants
to purchase up to an aggregate of 357,837 shares of Common Stock with an exercise price of $2.51 per share (the “November
2024 Warrants”), originally issued to the November 2024 Participating Holders on November 1, 2024 and (iv) certain accredited
investors (the “December 2024 Participating Holders,” together with the Pre-IPO Participating Holders, the April 2024
Participating Holders and the November 2024 Participating Holders, the “Participating Holders”) that hold outstanding
warrants to purchase up to an aggregate of 53,418 shares of Common Stock with an exercise price of $2.08 per share (the “December
2024 Warrants,” together with the Pre-IPO Warrants, the April 2024 Warrants and the November 2024 Warrants, the “Warrants”),
originally issued to the December 2024 Participating Holders on December 13, 2024.
Pursuant
to the Inducement Letters, the Participating Investors agreed to exercise for cash the Warrants into 440,503 shares of Common
Stock (the “Exercise Shares”) in consideration of a reduced exercise price of $1.30 per share (the
“Reduced Exercise Price”).
FGMK
Business Holdings, LLC, a greater than 5% holder and David Smith, son of Company director Stan Smith, were November 2024 Participating
Holders and exercised 243,470 and 40,000 November 2024 Warrants, respectively
The
closing of the transactions contemplated pursuant to the Inducement Letters is expected to occur on or about September 22, 2025
(the “Closing Date”). The Company is expected to receive aggregate gross proceeds of approximately $572,654
from the exercise of the Existing Warrants by the Holders at the Reduced Exercise Price, before deducting expenses payable by the Company.
The Company will issue the Exercise Shares on the Closing Date, which Exercise Shares as “restricted securities”, are not
registered under Securities Act of 1933, as amended (the “Securities Act’) and will be issued with a restrictive legend.
The Company intends to use the net proceeds for general corporate purposes.
Item
3.02 Unregistered Sales of Equity Securities
The
issuance of the Exercise Shares upon exercise of the Warrants will be issued pursuant to the exemption from registration provided by
Section 4(a)(2), Rule 506 and/or 3(a)(9) of the Securities Act. The Company intends to use the proceeds received from the exercise of
the Warrants described under Item 1.01 above for general corporate purposes.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Inducement Letter |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
September 18, 2025
| |
MAIA
BIOTECHNOLOGY, INC. |
| |
|
|
| |
By: |
/s/
Vlad Vitoc |
| |
Name: |
Vlad
Vitoc |
| |
Title: |
Chief
Executive Officer |
