Prevail Partners Takes MAIA Shares as Payment for Pivotal THIO Study

Rhea-AI Filing Summary

MAIA Biotechnology (NYSE:MAIA) filed an 8-K disclosing a Stock Purchase Agreement signed 24 Jun 2025 with Prevail Partners.

MAIA will issue up to $587,905 in common shares: a $58,800 upfront block and 36 equal tranches of $14,697. Shares price at 120% of the 30-day VWAP, but not below $1.74; at this floor the maximum issuance is 337,876 shares. A 19.99% ownership blocker prevents Prevail from exceeding that stake. The unregistered sale (Sections 4(a)(2)/3(a)(9)) qualifies as a Material Definitive Agreement (Item 1.01) and Unregistered Sales of Equity Securities (Item 3.02).

Proceeds will pay Prevail Infoworks for technology and services tied to MAIA’s Phase 3 THIO + cemiplimab lung-cancer trial, providing non-cash financing while introducing moderate dilution.

Positive

• $587,905 equity financing secured to advance Phase 3 THIO trial without upfront cash outlay
• 120% VWAP pricing and 19.99% ownership blocker mitigate discounting and control dilution

Negative

• Potential issuance of up to 337,876 shares over 36 tranches creates ongoing dilution overhang
• Small raise ($1 M) signals limited liquidity and may necessitate additional capital

Insights

Financial Analyst

Raises $0.59M with capped dilution; overall neutral impact.

The agreement injects only $587,905, a modest sum versus typical Phase 3 costs, yet it frees cash by using stock as currency. Pricing at 120 % of VWAP and a 19.99 % blocker limit discounting and voting influence, keeping dilution manageable—up to 337,876 shares if priced at the $1.74 floor. Tranche structure spreads issuance over three years, smoothing market absorption but prolonging supply overhang. Because proceeds go directly to the vendor, MAIA gains service value rather than immediate cash, leaving broader funding needs unresolved. Net effect—helpful but not transformative.

Risk Analyst

Vendor-financed equity signals cash strain and dilution risk.

Paying suppliers with stock highlights liquidity pressure just as THIO reaches an expensive pivotal stage. Although the 120 % VWAP premium mitigates near-term arbitrage, 36 monthly issuances can weigh on sentiment and create continual trade flow from the recipient. Maximum 20 % ownership cap reduces takeover risk but still allows meaningful influence. With no fresh cash and limited deal size, MAIA may require additional raises, compounding dilution risk if share price weakens. From a risk standpoint, the filing trends slightly negative.

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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)

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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

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FAQ

How much money did MAIA (MAIA) raise in its June 24 2025 stock purchase agreement?

The agreement allows MAIA to issue up to $587,905 in common stock to Prevail Partners.

What is the maximum number of shares MAIA (MAIA) can issue under the SPA?

At the $1.74 minimum price, MAIA may issue up to 337,876 shares.

How is the share price for each tranche determined?

Each tranche is priced at 120 % of the 30-day VWAP of MAIA stock prior to the payment, but not below $1.74.

What will MAIA use the proceeds from the share sale for?

Proceeds will pay Prevail Infoworks for technologies and services supporting MAIA’s Phase 3 THIO + cemiplimab lung-cancer trial.

How does the agreement limit dilution to existing MAIA shareholders?

A 19.99 % blocker prevents Prevail from owning more than 19.99 % of MAIA’s outstanding common stock.