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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): February 24, 2026
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 8.01
Other Events.
On
February 24, 2026, MAIA Biotechnology, Inc. (the “Company”) issued a 2026 Letter to Shareholders detailing the Company’s
development pipeline.
A
copy of the 2026 Letter to Shareholders is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On
February 24, 2026, the Company issued a press release entitled “MAIA Biotechnology’s Phase 3 Momentum Demonstrates Potential Breakthrough Anticancer Opportunity
in $50 Billion Immunotherapy Market” which press release also announces the
release of the 2026 Letter to Shareholders detailing the Company’s development pipeline
A
copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Forward-looking
Statements
The
Company cautions that all statements, other than statements of historical facts, contained in this Current Report on Form 8-K (including
all exhibits), or furnished herewith, 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. 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, including, but
not limited to: (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, and (vii) our expectations regarding our ability to
obtain and maintain intellectual property protection for our product candidates. Any forward-looking statement speaks only as of the
date on which it was made. The Company undertakes 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
2026
Letter to Shareholders |
| 99.2 |
|
Press Release dated February 24, 2026 |
| 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:
February 24, 2026
| |
MAIA BIOTECHNOLOGY, INC. |
| |
|
|
| |
By: |
/s/ Vlad Vitoc |
| |
Name: |
Vlad Vitoc |
| |
Title: |
Chief Executive Officer |
Exhibit
99.2
MAIA
Biotechnology’s Phase 3 Momentum Demonstrates Potential Breakthrough Anticancer Opportunity
in $50 Billion Immunotherapy Market
Ongoing
Phase 3 full approval clinical trial of ateganosine holds high probability of technical success for interim and full
analysis
FDA
Fast Track designation offers clear pathway for ateganosine as third-line therapy for non-small cell lung cancer (NSCLC)
First
and only direct telomere-targeting anticancer agent in clinical development anywhere
MAIA
CEO details development pipeline in letter to shareholders
CHICAGO
– February 24, 2026 – MAIA Biotechnology, Inc. (NYSE American: MAIA) (“MAIA”, the “Company”),
a clinical-stage biopharmaceutical company focused on developing targeted immunotherapies for cancer, today published
a 2026 Letter to Shareholders by Founder and CEO Vlad Vitoc, M.D. featuring the Company’s strong momentum in clinical trials
of its lead molecule, ateganosine, as a treatment for non-small cell lung cancer (NSCLC). As a potential breakthrough therapy, ateganosine
holds substantial commercial opportunity in a $50 billion global immunotherapy market.1
As
stated in the Letter, Dr. Vitoc wrote, “Our development strategy intentionally targets the third-line (3L) NSCLC population, where
the unmet need is urgent. No established standard of care exists in 3L treatment, with most oncologists currently treating 3L patients
with chemotherapy, leading to particularly poor clinical outcomes. In clinical studies, ateganosine sequenced with an immune checkpoint
inhibitor (CPI) has demonstrated outcomes that exceed those historically achieved with either CPI-based therapy or chemotherapy alone.
These findings position ateganosine not as a competitor to CPIs, but as the foundation of a new treatment category designed specifically
for advanced NSCLC following CPI and chemotherapy failure. By focusing on a third-line population with no defined standard of care, we
are addressing an underserved group of approximately 50,000 patients annually in the United States and creating a differentiated, incremental
revenue opportunity outside of the CPI market.
“Ateganosine
could mark the start of a new therapeutic category in cancer treatment and could become the standard of care for multiple cancer indications,”
Dr. Vitoc added. “The commercial opportunity for ateganosine could be immense.”
Dr.
Vitoc concluded his Letter with the following statement: “As we move forward, we are optimistic about the progress and potential
outcomes of our advanced trials and the broader promise of ateganosine. We are grateful to our stockholders, employees, partners and
investigators, for their continued support and commitment. With strong momentum and a clear path ahead, we believe MAIA Biotechnology’s
future is bright and rich with opportunity.”
1
Immune Checkpoint Inhibitors Market Analysis by Mordor Intelligence, July 2025
MAIA’s
2026 Letter to Shareholders is available in its entirety at ir.maiabiotech.com.
About
Ateganosine
Ateganosine
(THIO, 6-thio-dG or 6-thio-2’-deoxyguanosine) is a first-in-class investigational telomere-targeting agent currently in clinical
development to evaluate its activity in non-small cell lung cancer (NSCLC). Telomeres, along with the enzyme telomerase, play a fundamental
role in the survival of cancer cells and their resistance to current therapies. The modified nucleotide 6-thio-2’-deoxyguanosine
induces telomerase-dependent telomeric DNA modification, DNA damage responses, and selective cancer cell death. Ateganosine-damaged telomeric
fragments accumulate in cytosolic micronuclei and activates both innate (cGAS/STING) and adaptive (T-cell) immune responses. The sequential
treatment of ateganosine followed by PD-(L)1 inhibitors resulted in profound and persistent tumor regression in advanced, in vivo cancer
models by induction of cancer type–specific immune memory. Ateganosine is presently developed as a second or later line of treatment
for NSCLC for patients that have progressed beyond the standard-of-care regimen of existing checkpoint inhibitors.
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
ateganosine (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, and (vii) our expectations regarding our
ability to obtain and maintain intellectual property protection for our product candidates, 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.
Investor
Relations Contact
+1
(872) 270-3518
ir@maiabiotech.com