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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): June 24,
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
June 24, 2025, MAIA Biotechnology, Inc., a Delaware corporation (the “Corporation”) entered into a stock purchase agreement
(“SPA”) with Prevail Partners, LLC (“Prevail”) under which it agreed to issue and sell $587,905 (the “Shares”)
of the Corporation’s shares of common stock, par value $0.0001 per share (“Common Stock”) to Prevail, which Shares
shall be paid as follows: (i) an upfront payment (the “Upfront Payment”) of $58,800.3333 of Shares (the “Upfront Shares”)
and (ii) thirty-six (36) equal payments (each, a “Tranche Payment”) of $14,697.333 (the “Tranche Shares”) and
the actual number of Upfront Shares and price per Upfront Shares and actual number of Tranche Shares in each Tranche and price per Tranche
Share in each Tranche shall be determined by dividing the Upfront Payment and each Tranche Payment, as the case may be by the per share
purchase price (the “Share Price”) on the applicable date which shall be equal to 120.0% of the dollar volume-weighted average
price (“VWAP”) of the Common Stock on the New York Stock Exchange (“NYSE”) for the thirty (30) trading days immediately
preceding the date of the Upfront Payment and the date of each Tranche Payment, as the case may be; provided, however, that in no event
shall the Shares be sold at a price per share (the “Minimum Share Price”) that is the lower of: (i) the “Official Closing
Price” (which means the official closing price on the NYSE American as reported to the Consolidated Tape immediately preceding
the signing of the securities purchase agreement for the issuance of the Shares (“SPA”); or (ii) the average Official Closing
Price for the five trading days immediately preceding the signing of the SPA. The SPA was signed after-market on June 24, 2025 and the
Minimum Share Price was set at $1.74. At the Minimum Price, the maximum number of Shares which can be issued under the SPA is 337,876
Shares. In addition, the SPA contained a 19.99% blocker such that in no event can the Corporation issue more than 19.99% of the shares
of Common Stock outstanding on the date on which the SPA was entered into by the parties to Prevail.
| Item
3.02 |
Unregistered
Sales of Equity Securities |
The
information in Item 1.01 above is incorporated by reference into this Item 3.02. The Shares will be issued
pursuant to the exemption from registration provided by Section 4(a)(2) and/or 3(a)(9) of the Securities Act of 1933, as amended. The
use of proceeds will be used to pay for technologies and services provided by Prevail Infoworks, an affiliate of Prevail under that that
certain Master Service and Technology Agreement (“MSTA”) dated September 24, 2024, and a Statement of Work (“SOW”)
under MSTA, pursuant to which, the Company engaged InfoWorks to provide technologies and services for a multicenter, open-label, randomized
Phase 3 study evaluating THIO sequenced with cemiplimab (LIBTAYO®) vs. Investigator choice of single-agent chemotherapy as third-line
treatment in subjects with advanced / metastatic non-small cell lung cancer.
| Item 9.01 |
Financial Statements and
Exhibits |
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 10.1 |
|
Stock
Purchase Agreement
|
| 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:
June 25, 2025
| |
MAIA
BIOTECHNOLOGY, INC. |
| |
|
|
By: |
/s/
Vlad Vitoc |
|
Name: |
Vlad
Vitoc |
|
Title: |
Chief
Executive Officer |
