MAIA Biotechnology (MAIA) draws $572K from 440,503 discounted warrant exercises

Rhea-AI Filing Summary

MAIA Biotechnology, Inc. entered into inducement letter agreements with several accredited investors holding existing warrants to buy its common stock. These investors agreed to exercise warrants for a total of 440,503 shares of common stock (the “Exercise Shares”) at a reduced cash exercise price of $1.30 per share. In return, MAIA expects to receive approximately $572,654 in gross proceeds before expenses.

The Exercise Shares will be issued as restricted securities on or about the stated closing date and will not be registered under the Securities Act, bearing a restrictive legend. MAIA states that it intends to use the net proceeds from these warrant exercises for general corporate purposes. The company relies on exemptions from registration, including Section 4(a)(2), Rule 506 and/or Section 3(a)(9) of the Securities Act, for this private issuance.

Insights

Capital markets and dilution analyst

MAIA raises about $572,654 via discounted warrant exercises, adding 440,503 restricted shares.

MAIA Biotechnology arranged inducement agreements for existing warrant holders to exercise and buy 440,503 shares of common stock at a reduced cash exercise price of $1.30 per share. This brings in expected gross proceeds of about $572,654, providing additional capital without a new public offering, but through modifying terms of previously issued warrants.

The new shares will be issued as restricted securities in a private transaction under exemptions including Section 4(a)(2), Rule 506 and/or Section 3(a)(9) of the Securities Act. The company states that net proceeds are earmarked for general corporate purposes, which typically covers operating needs or corporate initiatives as determined by management.

Because the transaction issues additional equity, it increases the share count relative to what would have occurred had warrants remained unexercised, though the filing does not quantify overall dilution versus total shares outstanding. The participation of a greater than 5% holder and an individual related to a director is disclosed, providing transparency into related-party involvement in this financing step.

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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)

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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: September 18, 2025

	MAIA BIOTECHNOLOGY, INC.
	By:	/s/ Vlad Vitoc
	Name:	Vlad Vitoc
	Title:	Chief Executive Officer

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FAQ

What transaction did MAIA (MAIA) disclose in this 8-K filing?

MAIA Biotechnology disclosed that it entered into inducement offer letter agreements with certain accredited investors holding existing warrants, who agreed to exercise those warrants for cash into 440,503 shares of common stock at a reduced exercise price of $1.30 per share.

How much cash does MAIA (MAIA) expect to receive from the warrant exercises?

MAIA expects to receive aggregate gross proceeds of approximately $572,654 from the cash exercise of the existing warrants at the reduced $1.30 per-share exercise price, before deducting expenses payable by the company.

What are the terms of the warrants involved in MAIA’s inducement agreements?

The inducement agreements cover multiple warrant series originally issued between June 2021 and December 2024, with original exercise prices of $6.00, $2.08, and $2.51 per share. Under the inducement letters, participating holders agreed to exercise these warrants at a reduced cash exercise price of $1.30 per share.

Are the new MAIA (MAIA) Exercise Shares registered with the SEC?

No. The Exercise Shares issued upon warrant exercise will be issued as restricted securities and are not registered under the Securities Act of 1933. They will bear a restrictive legend and are being issued in reliance on exemptions including Section 4(a)(2), Rule 506 and/or Section 3(a)(9).

How does MAIA (MAIA) plan to use the proceeds from these warrant exercises?

MAIA states that it intends to use the net proceeds received from the exercise of the warrants for general corporate purposes, without specifying particular projects or expenditures.

Did any significant or related holders participate in MAIA’s warrant exercise inducement?

Yes. The filing notes that FGMK Business Holdings, LLC, identified as a greater than 5% holder, and David Smith, son of company director Stan Smith, were among the November 2024 participating holders and exercised portions of their November 2024 warrants.

When is the closing of MAIA’s inducement warrant exercise expected?

The closing of the transactions contemplated by the inducement letters is expected to occur on or about September 22, 2025, at which time MAIA will issue the Exercise Shares as restricted securities.