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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): October 13, 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.
Securities
Purchase Agreement
On
October 13, 2025, MAIA Biotechnology, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors (the “Investors”) for the issuance and sale in a private placement
(the “Private Placement”) of: (i) 603,769_shares (the “Investor Shares”) of the Company’s
common stock, par value $0.0001 per share (“Common Stock”), and (ii) warrants (the “Investor Warrants”)
to purchase up to 603,769 shares of Common Stock, at a purchase price per Investor Share of $1.22, for an aggregate purchase price of
approximately $736,600.
The
Investor Warrants are exercisable at a price per Investor Share of $1.52, which price represents the “Minimum Price” as defined
under NYSE American Rule 713 on the date the Purchase Agreement was executed (subject to customary adjustments as set forth in the Investor
Warrants, which do not include any provisions relating to price protection), are exercisable commencing six-months following issuance
and have a term of three years from the issuance date.
The
Investor Shares and the Investor Warrants (and the shares of common stock underlying the Investor Warrants) sold in the Private Placement
are being issued as restricted securities as defined in Rule 144 of the Securities Act of 1933, as amended and do not contain any registration
rights.
The
combined gross proceeds from the Private Placement is expected to be approximately $736,600, prior to deducting offering expenses
payable by the Company. The Company intends to use the net proceeds from the Private Placement to fund the starting cost for Step 1 of
Part C of the Phase II trial THIO -101 and for working capital. The closing of the Private Placement is expected to occur on October
15, 2025, subject to the satisfaction of customary closing conditions.
The
foregoing descriptions of terms and conditions of the Purchase Agreement and the Investor Warrants do not purport to be complete and
are qualified in their entirety by the full text of the form of the Purchase Agreement and the form of the Investor Warrant, which are
attached hereto as Exhibits 10.1, and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities.
Reference
is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference.
The
Investor Shares, the Investor Warrants and the shares issuable upon exercise of the Investor Warrants have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and are being offered
and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated
thereunder.
This
Current Report on Form 8-K 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.
Item
8.01 Other Events.
On
October 13, 2025, the Company issued a press release announcing the pricing of the Private Placement. A copy of the press release is
attached as Exhibit 99.1 and is incorporated herein by reference.
d)
Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Investor Warrant |
| 10.1* |
|
Form of Securities Purchase Agreement |
| 99.1 |
|
Press Release dated October 13, 2025 |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
| * |
The schedules (and similar
attachments) to this exhibit have been omitted from this filing pursuant to Item 601(b)(10) of Regulation S-K. The Company agrees
to furnish a supplemental copy of any omitted schedule (or similar attachment) to the Securities and Exchange Commission upon request. |
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:
October 14, 2025
| |
MAIA BIOTECHNOLOGY, INC. |
| |
|
|
| |
By: |
/s/
Vlad Vitoc |
| |
Name: |
Vlad Vitoc |
| |
Title: |
Chief Executive Officer |
