Controls and Procedures.
−Removed: Management’s Evaluation of our Disclosure Controls and Procedures
−Removed: Under the supervision of and with the participation of our management, including our Chief Executive Officer, who is our principal executive officer, and our Chief Financial Officer, who is our principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2022, the end of the period covered by this Annual Report.
−Removed: The term “disclosure controls and procedures,”
−Removed: as set forth in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms promulgated by the SEC.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
+Added: Management’s Evaluation of our Disclosure Controls and Procedures
+Added: Under the supervision of and with the participation of our management, including our Chief Executive Officer, who is our principal executive officer, and our Head of Finance, who is our principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2023, the end of the period covered by this Annual Report.
+Added: The term “disclosure controls and procedures,” as set forth in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms promulgated by the SEC.
+Added: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.
4 unchanged sentences
Based on the evaluation of our disclosure controls and procedures as of December 31, 2023, our Chief Executive
−Removed: Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the
−Removed: reasonable assurance level due to material weaknesses in internal control over financial reporting.
−Removed: The Company noted 1) insufficient segregation of duties within the Company’s control activities and procedures throughout the year, and 2) an insufficient level of detail to identify all relevant risks of material misstatement including the risks associated with the accounting treatment and financial reporting of non-recurring complex transactions.
−Removed: These factors contributed to a material weaknesses in the application U.S.
−Removed: GAAP to effectively evaluate the accounting treatment for certain non-recurring complex transactions during the quarter ended September 30, 2022.
−Removed: Although the material weaknesses described above have not yet been fully remediated as of December 31, 2022, our management is committed to remediating identified control deficiencies, fostering continuous improvement in our internal controls and enhancing our overall internal controls environment.
−Removed: Our management believes that these actions, when fully implemented, will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting.
−Removed: Our remediation efforts are ongoing and additional initiatives may be necessary.
−Removed: As we work towards remediating these material weaknesses, we will design and implement controls to properly address the risks associated with segregation of duties and to account for non-recurring complex transactions in accordance with U.S.
−Removed: To assist us in the remediation and performance of remediated controls we hired a Corporate Controller, and we will expand the nature and extent of our review of technical accounting treatment internally and continue to utilize an accounting and financial reporting advisory firm with significant experience with publicly held companies to assist our management in evaluating the accounting treatment for complex transactions.
−Removed: We may identify future material weaknesses in our internal controls over financial reporting or fail to meet the demands that will be placed upon us as a public company, including the requirements of the Sarbanes-Oxley, and we may be unable to accurately report our financial results, or report them within the timeframes required by law or stock exchange regulations.
−Removed: We cannot assure that our existing material weakness will be remediated or that additional material weaknesses will not exist or otherwise be discovered, any of which could adversely affect our reputation, financial condition and results of operations.
+Added: Officer and Head of Finance concluded that, as of such date, our disclosure controls and procedures were effective at the
+Added: reasonable assurance level.
+Added: Management’s Report on Internal Controls Over Financial Reporting
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f).
+Added: Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S.
+Added: All internal control systems, no matter how well designed, have inherent limitations.
+Added: Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
+Added: As of December 31, 2023, our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework – 2013 (1992 Framework).
+Added: Based on this assessment and implementation of our remediation plans, management concluded that, as of December 31, 2023, our internal controls over financial reporting were effective.
Changes in Internal Control over Financial Reporting
−Removed: We monitor our internal control over financial reporting on a continuous basis.
−Removed: During the year ended December 31, 2021, we identified a material weakness in our internal control over financial reporting related valuation of our common stock, the calculation of earnings per share in accordance with U.S.
−Removed: GAAP, the reconciliation of significant account balances, and authorization over cash disbursements.
−Removed: We have refined our entity-level controls to ensure that they adequately address above material weaknesses and the focal points of the COSO framework as they relate to our business and organization, the precision, sufficiency, review and approval of the reconciliation and review of significant account balances, authorization over cash disbursements, and Stock-based compensation or valuation of common stock calculations to address these material weaknesses.
−Removed: We have determined these material weaknesses have been remediated.
−Removed: In addition to the measures taken in response to the material weakness defined above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Securities Exchange Act of 1934, during the period ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: Management’s Report on Internal Controls Over Financial Reporting
−Removed: This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over
−Removed: financial reporting or an attestation report of our independent registered public accounting firm due to a transition period
−Removed: established by rules of the SEC for newly public companies.
+Added: There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting
+Added: This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
+Added: Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to rules of the SEC.
Other Information.
28 unchanged sentences
Exhibit Index
+Added: At The Market Offering Agreement dated February 14, 2024 between MAIA Biotechnology, Inc.
+Added: Wainwright & Co., LLC, filed as Exhibit 1.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2024 and incorporated herein by reference.
Amended and Restated Certificate of Incorporation of MAIA Biotechnology, Inc
Amended and Restated Bylaws of MAIA Biotechnology, Inc.
−Removed: Description of Registrant’s Securities.
−Removed: Form of Representative’s Warrant (Included in Exhibit 10.19)
+Added: Description of Registrant’s Securities.
+Added: Form of Representative’s Warrant (Included in Exhibit 10.19)
Form of Warrant
Specimen certificate representing shares of common stock
+Added: Common Stock Purchase Warrant, filed as Exhibit 4.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2023 and incorporated herein by reference.
+Added: Form of Warrant, filed as Exhibit 4.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2023 and incorporated herein by reference.
+Added: Form of Wainwright Warrant, filed as Exhibit 4.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2023 and incorporated herein by reference.
+Added: Form of Investor Warrants, filed as Exhibit 4.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2024 and incorporated herein by reference.
+Added: Form of Director Warrants, filed as Exhibit 4.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2024 and incorporated herein by reference.
Form of Indemnification Agreement.
21 unchanged sentences
Underwriting Agreement dated as of July 27, 2022 between the Company and ThinkEquity, LLC
−Removed: Letter from EisnerAmper LLP regarding the change in the Registrant’s certifying accountant, dated November 21, 2022.
+Added: Sales Agreement dated September 1, 2023 by and between MAIA Biotechnology, Inc.
+Added: and ThinkEquity LLC filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2023 and incorporated herein by reference.
+Added: Employment Agreement dated August 30, 2023 between Jeffrey Himmelreich and MAIA Biotechnology, Inc., filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 15, 2023 and incorporated herein by reference.
+Added: Form of Securities Purchase Agreement, filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2023 and incorporated herein by reference.
+Added: Form of Lock-Up Agreement, filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2023 and incorporated herein by reference.
+Added: Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2024 and incorporated herein by reference.
+Added: Letter from EisnerAmper LLP regarding the change in the Registrant’s certifying accountant, dated November 21, 2022.
List of Subsidiaries of the Registrant.
Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
−Removed: Consent of EisnerAmper LLP, Independent Registered Public Accounting Firm.
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
4 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Inline XBRL Instance Document –
−Removed: the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
+Added: Clawback Policy
+Added: Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
Inline XBRL Taxonomy Extension Schema Document
5 unchanged sentences
* Filed herewith.
−Removed: (1) Filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2022.
−Removed: (2) Filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on September 21, 2022.
−Removed: (3) Filed as an exhibit to the registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2022.
−Removed: (4) Filed as an exhibit to the registrant’s Registration Statement on Form S-1 filed with the SEC on April 11, 2022.
−Removed: (5) Filed as an exhibit to the registrant’s Registration Statement on Form S-8 filed with the SEC on August 1, 2022.
−Removed: (6) Filed as an exhibit to the registrant’s Registration Statement on Form S-1 filed with the SEC on June 29, 2022.
−Removed: (7) Filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 22, 2022.
−Removed: (8) Filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on November 22, 2022.
+Added: (1) Filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2022.
+Added: (2) Filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on September 21, 2022.
+Added: (3) Filed as an exhibit to the registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2022.
+Added: (4) Filed as an exhibit to the registrant’s Registration Statement on Form S-1 filed with the SEC on April 11, 2022.
+Added: (5) Filed as an exhibit to the registrant’s Registration Statement on Form S-8 filed with the SEC on August 1, 2022.
+Added: (6) Filed as an exhibit to the registrant’s Registration Statement on Form S-1 filed with the SEC on June 29, 2022.
+Added: (7) Filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 22, 2022.
+Added: (8) Filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on November 22, 2022.
+ Indicates management contract or compensatory plan.
−Removed: Pursuant to Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted (indicated by “[***]”) because the Registrant has determined that the information is not material and is the type that the Registrant treats as private or confidential.
+Added: Pursuant to Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted (indicated by “[***]”) because the Registrant has determined that the information is not material and is the type that the Registrant treats as private or confidential.
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
8 unchanged sentences
(Principal Executive Officer)
−Removed: /s/ Joseph F.
−Removed: Chief Financial Officer
+Added: /s/ Jeffrey C.
+Added: Head of Finance
March 21, 2024
13 unchanged sentences
March 21, 2024
−Removed: /s/ Jean-Manassé
−Removed: Theagène
+Added: /s/ Jean-Manassé Theagène
March 21, 2024
−Removed: Jean-Manassé
−Removed: Theagène
+Added: Jean-Manassé Theagène
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (Grant Thornton, LLP PCAOB ID 248 )
−Removed: Report of Independent Registered Public Accounting Firm (EisnerAmper, LLP PCAOB ID 274 )
Consolidated Balance Sheets
1 unchanged sentence
Consolidated Statements of Comprehensive Loss
−Removed: Consolidated Statements of Changes in Stockholders’
+Added: Consolidated Statements of Changes in Stockholders’ Equity
Consolidated Statements of Cash Flows
4 unchanged sentences
Opinion on the financial statements
−Removed: We have audited the accompanying consolidated balance sheet of MAIA Biotechnology, Inc.
−Removed: (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2022, the related consolidated statements of operations, comprehensive loss, changes in stockholders’
−Removed: equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying consolidated balance sheets of MAIA Biotechnology, Inc.
+Added: (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Going concern
1 unchanged sentence
As discussed in Note 1 to the financial statements, the Company has incurred recurring losses, has negative cash flows from operations, and has an accumulated deficit of $63,980,177 as of December 31, 2023.
−Removed: These conditions, along with other matters as set forth in Note 1, raise substantial doubt about the Company’s ability to continue as a going concern.
−Removed: Management’s plans in regard to these matters are also described in Note 1.
+Added: These conditions, along with other matters as set forth in Note 1, raise substantial doubt about the Company’s ability to continue as a going concern.
+Added: Management’s plans in regard to these matters are also described in Note 1.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for opinion
−Removed: These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
+Added: These financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
+Added: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
/s/ GRANT THORNTON LLP
−Removed: We have served as the Company’s auditor since 2022.
+Added: We have served as the Company’s auditor since 2022.
Charlotte, North Carolina
March 21, 2024
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Board of Directors and Stockholders of
MAIA Biotechnology, Inc .
−Removed: Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of MAIA Biotechnology, Inc.
−Removed: and Subsidiaries (the “Company”) as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’
−Removed: equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
−Removed: Basis for Opinion
−Removed: These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
−Removed: Accordingly, we express no such opinion.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audit provide a reasonable basis for our opinion.
−Removed: /s/ EisnerAmper LLP
−Removed: We have served as the Company’s auditor from 2021 to 2022.
−Removed: EISNERAMPER LLP
−Removed: Iselin, New Jersey
−Removed: April 8, 2022
−Removed: MAIA Biotechnology, Inc .
and Subsidiaries
15 unchanged sentences
Stockholders' equity (deficit)
−Removed: Preferred stock, $ 0.0001 par value, 30,000,000 and 70,000,000 shares
−Removed: authorized at December 31, 2022 and December 31, 2021 respectively,
+Added: Preferred stock, $ 0.0001 par value, 30,000,000 shares
+Added: authorized at December 31, 2023 and December 31, 2022,
0 shares issued and outstanding
−Removed: Common stock, $ 0.0001 par value, 70,000,000 and 30,000,000 shares
−Removed: authorized at December 31, 2022 and December 31, 2021 respectively,
−Removed: 10,955,904 and 7,584,980 shares issued and outstanding at December 31, 2022
−Removed: and December 31, 2021, respectively
+Added: Common stock, $ 0.0001 par value, 70,000,000 shares authorized at
+Added: December 31, 2023 and December 31, 2022, 16,986,254 and 10,955,904
+Added: shares issued and outstanding at December 31, 2023 and December 31, 2022,
Additional paid-in capital
18 unchanged sentences
Australian research and development
−Removed: Paycheck protection program loan forgiveness
−Removed: Change in fair value of embedded
Change in fair value of warrant liability
−Removed: Loss on extinguishment of convertible
−Removed: notes and convertible notes, related parties
Other income (expense) net:
−Removed: Net loss attributable to noncontrolling
Deemed dividend on warrant
−Removed: Net loss attributable to MAIA Biotechnology, Inc.
+Added: Net loss attributable to MAIA
+Added: Biotechnology, Inc.
Net loss per share
Basic and diluted
−Removed: Weighted average common shares outstanding basic and
+Added: Weighted average common shares
+Added: outstanding basic and diluted
See accompanying notes to the consolidated financial statements.
7 unchanged sentences
MAIA Biote chnology, Inc.
−Removed: Consolidated Statements of Changes in Stockholders’
+Added: Consolidated Statements of Changes in Stockholders’ Equity
for the Year ended December 31, 2023
6 unchanged sentences
Issuance of common shares upon exercise of stock options
−Removed: Issuance of common shares upon exercise of warrants
−Removed: Stock-based compensation
−Removed: Issuance of common shares in connection with equity
−Removed: Issuance of common shares in connection with initial public
−Removed: offering, net of $ 2,749,905 issuance cost
−Removed: Issuance of ratchet shares
−Removed: Modification of warrant in equity
−Removed: Deemed dividend on modification of warrant
+Added: Issuance of restricted stock
+Added: Stock-based compensation expense
+Added: Issuance of common shares in connection with At-The-Market financing, net
+Added: of $ 428,396 of issuance costs
+Added: Issuance of common shares in connection with follow-on offering, net of
+Added: $ 1,593,016 of issuance costs
+Added: Issuance of warrants to underwriter in connection with follow-on offering
+Added: Issuance of stock options to satisfy accrued bonus
+Added: Issuance of common shares in connection with direct offering, net of
+Added: $ 702,202 of issuance costs
Foreign currency translation adjustment
2 unchanged sentences
MAIA Biotechnology, Inc.
−Removed: Consolidated Statements of Changes in Stockholders’
+Added: Consolidated Statements of Changes in Stockholders’ Equity
for the Year ended December 31, 2022
2 unchanged sentences
Accumulated Deficit
−Removed: Subscription Receivable
−Removed: Total MAIA Equity (Deficit)
−Removed: Noncontrolling Interest
−Removed: Total Stockholders' (Deficit) Equity
+Added: Accumulated Other Comprehensive Income (Loss)
+Added: Total Stockholders' Equity
Balance at December 31, 2021
1 unchanged sentence
Issuance of common shares upon exercise of warrants
−Removed: Issuance of restricted common shares
−Removed: Cancellation of restricted common shares
−Removed: Stock-based compensation expense - MAIA
−Removed: Stock-based compensation expense - DGD
−Removed: Stock-based compensation expense - THIO
−Removed: Issuance of stock options to satisfy accrued bonus
−Removed: Issuance of stock options to satisfy deferred compensation
−Removed: Issuance of common shares upon conversion of convertible notes
−Removed: Issuance of common shares upon conversion of SAFE
−Removed: Issuance of common shares in connection with Equity Financing
−Removed: Receipt of stock subscription receivable
−Removed: Transaction costs incurred in connection with Equity Financing
−Removed: Reclassification of warrant liability to equity
−Removed: Issuance of restricted common shares to founder pursuant to
−Removed: THIO Merger Agreement
−Removed: Dissolution of DGD
−Removed: Dissolution of THIO pursuant to Merger Agreement
+Added: Stock-based compensation
+Added: Issuance of common shares in connection with equity
+Added: Issuance of common shares in connection with initial public
+Added: offering, net of $ 2,749,905 issuance cost
+Added: Issuance of ratchet shares
+Added: Modification of warrant in equity
+Added: Deemed dividend on modification of warrant
+Added: Foreign currency translation adjustment
Balance at December 31, 2022
5 unchanged sentences
Cash flows from operating activities:
−Removed: Net loss, including noncontrolling interests
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation
−Removed: Loss on extinguishment of convertible notes
−Removed: Gain from forgiveness of Paycheck Protection Program loan
−Removed: Change in fair value of embedded features
Issuance of ratchet shares
+Added: Consulting expense for restricted shares issued
Change in fair value of warrant liability
−Removed: Amortization of debt discount
Change in operating assets and liabilities:
Prepaid expenses and other current assets
−Removed: Deferred offering costs
Australia research and development incentives receivable
1 unchanged sentence
Accrued expenses
−Removed: Due to related parties
Net cash used in operating activities
Cash flows from financing activities:
−Removed: Proceeds from issuance of convertible notes, warrants, and embedded conversion
−Removed: Proceeds from Paycheck Protection Program loan
−Removed: Collections of subscriptions receivable
−Removed: Proceeds from issuance of common stock, net of transaction
+Added: Proceeds from issuance of common stock, net of transaction costs
+Added: Deferred offering costs
Proceeds from exercise of stock options
2 unchanged sentences
Payment of initial public offering transaction costs
−Removed: Payment on loan payable to officer
+Added: Proceeds from sale of common stock in follow-on offering
+Added: Proceeds from direct offering
+Added: Proceeds from At-The-Market offering
+Added: Payment of 2023 offering transactions costs
Net cash provided by financing activities
Net effect of foreign currency exchange on cash
−Removed: Net increase in cash
+Added: Net decrease in cash
Cash at beginning of period
1 unchanged sentence
Supplemental disclosure of cash flow information:
−Removed: Conversion of convertible notes and accrued interest into MAIA common stock
−Removed: Conversion of SAFE into MAIA common stock
−Removed: Options issued for accrued bonus
−Removed: Options issued for deferred compensation
−Removed: Reclassification of warrant liability to equity
−Removed: Issuance of convertible note for payment on loan to officer
Previously paid issuance costs in connection with the initial public offering
Warrants issued to underwriters in connection with the initial public offering
+Added: Options issued for accrued bonus
+Added: Warrants issued to underwriters in connection with the follow-on offering
+Added: Warrants issued in connection with the At-The-Market offering
+Added: Warrants issued in connection with the direct offering
+Added: Warrants issued to underwriters in connection with the direct offering
See accompanying notes to the consolidated financial statements.
6 unchanged sentences
MAIA Biotechnology, Inc.
−Removed: and Subsidiaries (collectively, “the Company”) is a biopharmaceutical company that develops oncology drug candidates to improve and extend the lives of people with cancer.
+Added: and Subsidiaries (collectively, “the Company”) is a biopharmaceutical company that develops oncology drug candidates to improve and extend the lives of people with cancer.
MAIA Biotechnology, Inc.
−Removed: (“MAIA”) was incorporated in the state of Delaware on August 3, 2018 .
+Added: (“MAIA”) was incorporated in the state of Delaware on August 3, 2018 .
These consolidated financial statements include the accounts of MAIA and its subsidiaries, as follows:
• THIO Therapeutics, Inc.
−Removed: (“THIO”), incorporated in the state of Delaware on November 26, 2018.
+Added: (“THIO”), incorporated in the state of Delaware on November 26, 2018.
On August 13, 2021, MAIA and THIO completed a plan of reorganization in which THIO merged with and into MAIA.
1 unchanged sentence
The remaining 6.7 % minority stockholder of THIO received one share of MAIA common stock for each share of THIO common stock owned prior to the merger.
−Removed: DGD Pharmaceuticals Corporation (“DGD”), incorporated in the state of Delaware of April 1, 2019 .
−Removed: In July 2020, the board of directors approved the dissolution of DGD, and shortly thereafter also approved a special dividend/return of capital to its stockholders.
−Removed: On August 13, 2021, DGD was officially dissolved via a filing of a Certificate of Dissolution with the state of Delaware.
−Removed: MAIA Drug Development Corporation (“MAIA DD”) incorporated in the state of Texas on September 10, 2018 , and was 100 % owned by MAIA, until MAIA DD was legally dissolved in July 2021.
−Removed: The operations of MAIA DD were nominal.
• In July 2021, the Company established a wholly owned Australian subsidiary, MAIA Biotechnology Australia Pty Ltd, to conduct various pre-clinical and clinical activities for the development of the Company's product candidates.
• In April 2022, the Company established a wholly owned Romanian subsidiary, MAIA Biotechnology Romania S.R.L., to conduct various pre-clinical and clinical activities for the development of the Company's product candidates.
−Removed: At December 31, 2022, the Company had working capital of $ 8,539,131 , an accumulated deficit of $ 44,207,272 , cash of $ 10,950,927 and current liabilities of $ 3,268,906 .
−Removed: Since inception the Company has experienced net losses and negative cash flows from operations each fiscal year.
+Added: At December 31, 2023 , the Company had working capital of $ 2,626,899 , an accumulated deficit of $ 63,980,177 cash of $ 7,150,695 and current liabilities of $ 4,937,153 .
+Added: Since its inception the Company has experienced net losses and negative cash flows from operations each fiscal year.
The Company has no revenues and expects to continue to incur operating losses for the foreseeable future, and may never become profitable.
The Company is dependent on its ability to continue to raise equity and/or debt financing to continue operations, and the attainment of profitable operations.
−Removed: During January and February 2022, the Company sold 263,729 shares of common stock at $ 9 per share for gross proceeds of $ 2,373,561 before transaction costs and expenses.
−Removed: During May 2022, the company sold 11,111 shares of common stock at $ 9 per share for gross proceeds of $ 99,999 .
−Removed: The Company commenced trading on July 28, 2022on the NYSE American under the ticker symbol "MAIA.”
−Removed: The Company sold 2,000,000 shares of common stock at $ 5 per share for gross proceeds of $ 10,000,000 in the initial public offering.
−Removed: On August 3, 2022, the Company sold an additional 300,000 shares of common stock at $ 5 per share for gross proceeds of $ 1,500,000 per the overallotment option for the underwriter.
−Removed: After deducting $ 2,406,170 for cash issuance costs, net proceeds from the offering and overallotment were $ 9,093,830 .
+Added: On April 27, 2023, the Company sold 2,555,500 shares of common stock at $ 2.25 per share in an underwritten public offering.
+Added: The aggregate net proceeds of the offering were approximately $ 4.2 million, after deducting underwriting discounts and expenses.
+Added: During October and November 2023, the Company sold an aggregate of 758,388 shares of common stock pursuant to the terms of an “at-the-market" Sales Agreement.
+Added: The aggregate net proceeds of the combined sales were approximately $ 1.2 million, after deducting sales commissions.
+Added: On November 17, 2023, the Company sold an aggregate of 2,424,243 shares of common stock in a registered direct offering pursuant to securities purchase agreements.
+Added: The aggregate net proceeds from the sale were $ 1.4 million, after deducting underwriting discounts, expenses, and warrants issued as a liability of $ 1.9 million.
Going Concern Considerations
1 unchanged sentence
The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
−Removed: To date the Company has incurred recurring losses, negative cash flow from operations and has accumulated a deficit of $ 44,207,272 from the Company’s inception through December 31, 2022.
−Removed: As of December 31, 2022, the Company had approximately $ 10,951 ,000 million in cash and cash equivalents.
−Removed: To meet the Company’s future working capital needs, the Company will need to raise additional equity or enter into debt financing.
−Removed: While the Company has historically been able to raise additional capital through issuance of equity and/or debt financing, and while the Company has implemented a plan to control its expenses in order to satisfy its obligations due within one year from the date of
−Removed: issuance of these financial statements, the Company cannot guarantee that it will be able to raise additional equity, raise debt, or contain expenses.
−Removed: Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern within one year after these financial statements are issued.
−Removed: Impact of the COVID-19 Pandemic on our Operations
−Removed: On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 Outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin.
−Removed: In March 2020, the WHO classified the COVID-19 Outbreak as a pandemic, based on the rapid increase in exposure globally.
−Removed: The full impact of the COVID-19 Outbreak continues to evolve as of the date of this report.
−Removed: As a result, we cannot estimate the full magnitude that the pandemic will have on our business.
−Removed: If the COVID-19 Outbreak continues, it may have a material adverse effect on our financial condition, liquidity, and future results of operations for the future.
−Removed: We are actively monitoring the impact of the global pandemic on our financial condition, liquidity, operations, industry, and workforce.
−Removed: Given the daily evolution of the COVID-19 Outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 Outbreak on our results of operations, financial condition, or liquidity for the future.
−Removed: One of our clinical studies is taking place in Australia, which initially imposed one of the strictest COVID-19-related measures, including lock-downs.
−Removed: While we are not currently experiencing any delays or increased costs as a result of these measures, we may do so in the future.
+Added: To date the Company has incurred recurring losses, negative cash flow from operations and has accumulated a deficit of $ 63,980,177 from the Company’s inception through December 31, 2023.
+Added: As of December 31, 2023 , the Company had $ 7,150,695 in cash and cash equivalents.
+Added: To meet the Company’s future working capital needs, the Company will need to raise additional equity or enter into debt financing.
+Added: While the Company has historically been able to raise additional capital through issuance of equity and/or debt financing, and while the Company has implemented a plan to control its expenses in order to satisfy its obligations due within one year from the date of issuance of these financial statements, the Company cannot guarantee that it will be able to raise additional equity, raise debt, or contain expenses.
+Added: Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern within one year after these financial statements are issued.
+Added: Impact of the War in Ukraine and War in Israel on Our Operations
+Added: The short and long-term implications of war in Ukraine and war in Israel are difficult to predict at this time.
+Added: The imposition of sanctions and counter sanctions may have an adverse effect on the economic markets generally and could impact our business, financial condition, and results of operations.
+Added: Because of the highly uncertain and dynamic nature of these events, the Company terminated any planned research activities in the impacted areas .
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with U.S.
−Removed: generally accepted accounting principles (“U.S.
−Removed: or “GAAP”).
+Added: generally accepted accounting principles (“U.S.
+Added: GAAP” or “GAAP”).
You should read the discussion and analysis together with such consolidated financial statements and the related notes thereto.
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Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance.
−Removed: The Company and the Company’s chief operating decision-maker, the Company’s Chief Executive Officer, views the Company’s operations and manages its business as a single operating segment, which is the business of discovering and developing products for the treatment of immunotherapies for cancer.
+Added: The Company and the Company’s chief operating decision-maker, the Company’s Chief Executive Officer, views the Company’s operations and manages its business as a single operating segment, which is the business of discovering and developing products for the treatment of immunotherapies for cancer.
Use of Estimates
−Removed: The preparation of the Company’s audited consolidated financial statements in conformity with U.S.
+Added: The preparation of the Company’s audited consolidated financial statements in conformity with U.S.
GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.
−Removed: The most significant estimates in the Company’s financial statements relate to the valuation of common stock, stock options and warrants, accruals for outsourced research and development activities, and the valuation allowance of deferred tax assets.
+Added: The most significant estimates in the Company’s financial statements relate to the valuation of stock options and warrants, and prepaids or accruals for outsourced research and development activities.
These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources.
Actual results may differ materially and adversely from these estimates.
−Removed: To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.
+Added: To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.
Certain Risks and Uncertainties
−Removed: The Company’s activities are subject to significant risks and uncertainties including the risk of failure to secure additional funding to properly execute the Company’s business plan.
+Added: The Company’s activities are subject to significant risks and uncertainties including the risk of failure to secure additional funding to properly execute the Company’s business plan.
The Company is subject to risks that are common to companies in the pharmaceutical industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, reliance on third party manufacturers, protection of proprietary technology, and compliance with regulatory requirements.
Foreign Currency Translation
−Removed: The financial statements of the Company’s foreign subsidiaries, where the local currency is the functional currency, are translated using exchange rates in effect as of the applicable balance sheet dates for assets and liabilities and average exchange rates during the
−Removed: period for results of operations.
−Removed: The resulting foreign currency translation adjustment, is included in shareholders’
−Removed: equity as accumulated other comprehensive loss.
+Added: The financial statements of the Company’s foreign subsidiaries, where the local currency is the functional currency, are translated using exchange rates in effect as of the applicable balance sheet dates for assets and liabilities and average exchange rates during the period for results of operations.
+Added: The resulting foreign currency translation adjustment is included in stockholders’ equity as accumulated other comprehensive loss.
Off-Balance Sheet Risk and Concentrations of Credit Risk
1 unchanged sentence
Cash accounts are maintained at financial institutions that potentially subject the Company to concentrations of credit risk.
−Removed: At December 31, 2022 and 2021, substantially all of the Company’s cash was deposited in accounts at one financial institution.
−Removed: The Company maintains its cash deposits, which at times may exceed the federally insured limits, with a reputable financial institution and, accordingly, the Company believes such funds are subject to minimal credit risk.
+Added: At December 31, 2023 and 2022, substantially all of the Company’s cash was deposited in accounts at two financial institutions.
+Added: The Company maintains its cash deposits, which at times may exceed the federally insured limits, with a reputable financial institutions and, accordingly, the Company believes such funds are subject to minimal credit risk.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with maturities of three months or less to be cash equivalents.
−Removed: As of December 31, 2022 and 2021, cash includes cash in a depository bank account;
−Removed: the Company has no cash equivalents as of December 31, 2022 and 2021.
+Added: As of December 31, 2023 and 2022, the Company has no cash equivalents as of December 31, 2023 and 2022.
Fair Value Measurements
The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values.
−Removed: “Accounting Standards Codification (ASC) Topic 820”, Fair Value Measurements and Disclosures (“ASC 820”) establishes a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available.
+Added: “Accounting Standards Codification (ASC) Topic 820”, Fair Value Measurements and Disclosures (“ASC 820”) establishes a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available.
Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
12 unchanged sentences
Research and Development
−Removed: The Company’s research and development expenses consist primarily of costs associated with the Company’s clinical trials, salaries, payroll taxes, employee benefits, and stock-based compensation charges for those individuals involved in ongoing research and development efforts.
+Added: The Company’s research and development expenses consist primarily of costs associated with the Company’s clinical trials, salaries, payroll taxes, employee benefits, and stock-based compensation charges for those individuals involved in ongoing research and development efforts.
Research and development costs are expensed as incurred.
Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received.
−Removed: As part of the process of preparing the consolidated financial statements, the Company is required to estimate its accrued expenses.
−Removed: This process involves reviewing quotations and contracts, identifying services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost.
−Removed: The majority of the Company’s service providers invoice the Company monthly in arrears for services performed or when contractual milestones are met.
−Removed: The Company makes estimates of its accrued expenses as of each balance
−Removed: sheet date in our consolidated financial statements based on facts and circumstances known to the Company at that time.
+Added: As part of the process of preparing the consolidated financial statements, the Company is required to estimate its prepaid or accrued expenses.
+Added: This process involves reviewing quotations and contracts, identifying services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost.
+Added: The majority of the Company’s service providers invoice the Company monthly in arrears for services performed or when contractual milestones are met.
+Added: The Company makes estimates of its prepaid or accrued expenses as of each balance sheet date in our consolidated financial statements based on facts and circumstances known to the Company at that time.
The Company periodically confirms the accuracy of its estimates with the service providers and makes adjustments if necessary.
−Removed: The significant estimates in the Company’s accrued research and development expenses are related to expenses incurred with respect to CROs, CMOs and other vendors in connection with research and development and manufacturing activities.
−Removed: The Company bases its expense related to CROs and CMOs on its estimates of the services received and efforts expended pursuant to quotations and contracts with such vendors that conduct research and development and manufacturing activities on the Company’s behalf.
+Added: The significant estimates in the Company’s prepaid or accrued research and development expenses are related to expenses incurred with respect to CROs and other vendors in connection with research and development and manufacturing activities.
+Added: The Company bases its expense related to CROs and Contract Manufacturing Organizations (CMOs) on its estimate s of the services received and efforts expended pursuant to quotations and contracts with such vendors that conduct research and development and manufacturing activities on the Company’s behalf.
The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows.
−Removed: There may be instances in which payments made to the Company’s vendors will exceed the level of services provided and result in a prepayment of the applicable research and development or manufacturing expense.
−Removed: In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period.
+Added: There may be instances in which payments made to the Company’s vendors will exceed the level of services provided and result in a prepayment of the applicable research and development or manufacturing expense.
+Added: In accruing service fees, the Company estimates the time period over which services will be performed and
+Added: the level of effort to be expended in each period.
If the actual timing of the performance of services or the level of effort varies from its estimate, the Company adjusts the accrual or prepaid expense accordingly.
−Removed: Although the Company does not expect its estimates to be materially different from amounts actually incurred, the Company’s understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and could result in us reporting amounts that are too high or too low in any particular period.
+Added: Although the Company does not expect its estimates to be materially different from amounts actually incurred, the Company’s understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and could result in us reporting amounts that are too high or too low in any particular period.
There have been no material changes in estimates for the periods presented.
1 unchanged sentence
The Company recognizes other income from Australian research and development incentives when there is reasonable assurance that the income will be received, the relevant expenditure has been incurred, and the consideration can be reliably measured.
−Removed: The research and development incentive is one of the key elements of the Australian Government’s support for Australia’s innovation system and is supported by legislative law primarily in the form of the Australian Income Tax Assessment Act 1997, as long as eligibility criteria are met.
+Added: The research and development incentive is one of the key elements of the Australian Government’s support for Australia’s innovation system and is supported by legislative law primarily in the form of the Australian Income Tax Assessment Act 1997, as long as eligibility criteria are met.
Under the program, a percentage of eligible research and development expenses incurred by the Company through its subsidiary in Australia are reimbursed.
−Removed: Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the research and development incentive regime described above.
+Added: Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the research and development incentive regime described above.
At each period end, management estimates the refundable tax offset available to the Company based on available information at the time and it is included in Australian research and development incentives in the consolidated statements of operations.
4 unchanged sentences
The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract.
−Removed: Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period.
+Added: Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations and there were no derivative instruments for the years ended December 31, 2023 and December 31, 2022.
Stock-Based Compensation
1 unchanged sentence
Forfeitures are recognized when they occur.
−Removed: The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options and warrants.
+Added: The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options.
The use of the Black-Scholes-Merton option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock.
3 unchanged sentences
For these analyses, companies with comparable characteristics are selected, including enterprise value and position within the industry, and with historical share price information sufficient to meet the expected life of the share-based awards.
−Removed: The Company computes the historical volatility data using the daily closing prices for the selected companies’
−Removed: shares during the equivalent period of the calculated expected term of its share-based awards.
+Added: The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its share-based awards.
The risk-free interest rate is determined by reference to U.S.
6 unchanged sentences
and global economic and capital market conditions.
−Removed: All stock-based compensation costs are recorded in general and administrative or research and development costs in the consolidated statements of operations based upon the underlying individual’s role at the Company.
+Added: All stock-based compensation costs are recorded in general and administrative or research and development costs in the consolidated statements of operations based upon the underlying individual’s role at the Company.
Common Stock Warrants
−Removed: The Company accounts for common stock warrants as either equity instruments or liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), depending on the specific terms of the warrant agreement.
−Removed: When warrants are issued for services to non-employees, under ASC 718, Compensation –
−Removed: Stock Compensation (“ASC 718”), the warrants shall be classified as a liability if 1) the underlying shares are classified as liabilities or 2) the entity can be required under any circumstances to settle the warrant by transferring cash or other assets.
+Added: The Company accounts for common stock warrants as either equity instruments or liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), depending on the specific terms of the warrant agreement.
+Added: When warrants are issued for services to non-employees, under ASC 718, Compensation – Stock Compensation (“ASC 718”), the warrants shall be classified as a liability if 1) the underlying shares are classified as liabilities or 2) the entity can be required under any circumstances to settle the warrant by transferring cash or other assets.
The measurement of equity-classified non-employee share-based payments is generally fixed on the grant date and are considered compensatory, as defined by ASC 718.
−Removed: Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach.
+Added: The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of the warrants.
+Added: Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach.
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.
6 unchanged sentences
Deferred Offering Costs
−Removed: Deferred offering costs were included in other assets and consisted of legal, accounting, underwriting fees and other costs incurred through the December 31, 2021 balance sheet date that are directly related to the initial public offering and were charged to additional paid-in capital upon the completion of the initial public offering on August 1, 2022.
−Removed: Deferred offering costs were included in other assets and consisted of legal, accounting, underwriting fees and other costs incurred through the December 31, 2022 balance sheet date that are directly related to a planned follow on offering and will be charged to additional paid-in capital upon the completion of the follow on offering.
+Added: Deferred offering costs consists of legal, accounting, underwriting fees and other costs that are directly related to a planned follow on offering and will be charged to additional paid-in capital upon the completion of the follow on offering.
+Added: The Company had $ 211,203 costs as of December 31, 2022 and no costs as of December 31, 2023.
Net Loss Per Share
4 unchanged sentences
Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same.
−Removed: The following table summarizes the Company’s potentially dilutive securities, in common share equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive:
+Added: The following table summarizes the Company’s potentially dilutive securities, in common share equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive:
Years Ended December 31,
1 unchanged sentence
Shares issuable upon exercise of warrants
−Removed: Unvested restricted stock awards
−Removed: Recent Accounting Standards
−Removed: From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date.
−Removed: Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
In February 2016, the FASB issued ASU No.
−Removed: 2016-02 , as amended, Leases (“Topic 842”), which applies to all leases.
+Added: 2016-02 , as amended, Leases (“Topic 842”), which applies to all leases.
Under Topic 842, a right-of-use asset and lease obligation will be recorded for all leases, whether operating or financing leases, while the statement of operations will reflect lease expense for operating leases and amortization and interest expense for financing leases.
−Removed: Topic 842 is effective for public entities for fiscal years beginning after December 15, 2018 and periods beginning after December 15, 2021 for all other entities.
−Removed: Entities are required to use a modified retrospective approach of adoption for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements.
−Removed: The Company adopted this new standard as of January 1, 2022 .
At the inception of an arrangement the Company determines whether the arrangement is or contains a lease based on the circumstances present.
3 unchanged sentences
The interest rate implicit in lease contracts is typically not readily determinable.
−Removed: As such, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.
+Added: As such, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow
+Added: on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.
Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.
At the inception of an arrangement the Company determines whether the arrangement is or contains a lease based on the circumstances present.
−Removed: Currently none of the Company’s operating lease commitments are subject to the new standard as its leases are short-term in nature (i.e., less than twelve months).
+Added: Currently none of the Company’s operating lease commitments are subject to the new standard as its leases are short-term in nature (i.e., less than twelve months).
+Added: Recent Accounting Standards
+Added: In June 2016, the FASB issued ASU No.
+Added: 2016-13, Financial Instruments - Credit Losses (Topic 326):
+Added: Measurement of Credit Losses on Financial Instruments.
+Added: Subsequently, in November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses.
+Added: ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts.
+Added: ASU 2016-13 also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses.
+Added: This ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022, with early adoption permitted.
+Added: The adoption of this guidance had no impact on our financial statements and disclosures.
+Added: In November 2023, the FASB issued ASU No.
+Added: 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures, which provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others.
+Added: 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024.
+Added: Early adoption is permitted, and the amendments should be applied retrospectively.
+Added: We do not expect the amendments in this ASU to have a material impact on our consolidated financial statements.
+Added: In December 2023, the FASB issued ASU No.
+Added: 2023-09, Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures.
+Added: 2023-09 is effective for fiscal years beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option.
+Added: Early adoption is permitted.
+Added: We do not expect the amendments in this ASU to have a material impact on our consolidated financial statements.
+Added: From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date.
+Added: Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
RELATED PARTY TRANSACTIONS
Consulting Services
−Removed: Leigh-Ann Durant, a former member of the Company’s board of directors prior to her stepping down in November 2021, provided consulting services to the Company for which the Company incurred $ 88,994 for consulting services provided by Ms.
−Removed: Durant during the year ended December 31, 2021.
−Removed: The Company paid Ms.
−Removed: Durant $ 34,560 in cash and issued her options to purchase 23,964 shares of common stock with a total fair value of $ 54,434 during the year ended December 31, 2021.
−Removed: Durant was no longer considered a related party in 2022.
−Removed: Radu Vitoc, a shareholder and brother of the CEO, provides consulting services to the Company for which the Company incurred $ 4,700 for services provided during the year ended December 31, 2021.
−Removed: The Company paid Mr.
−Removed: Vitoc $ 2,350 in cash and issued him options to purchase 184 shares of common stock with a total fair value of $ 1,100 .
−Removed: The remaining $ 1,250 for services provided in fiscal 2021 were settled in March, 2022 for 226 options issued to Mr.
−Removed: The Company also issued him a convertible note in the amount of $ 50,000 during April 2021, which was converted into 8,557 shares of common stock on September 30, 2021 at a conversion price of $ 6.00 per share, and also received 4,278 warrants to purchase shares of common stock at an exercise price of $ 6.00 per share.
−Removed: Vitoc provided consulting services to the Company through July 2022 for which the Company incurred $ 36,900 for services provided during the year ended December 31, 2022.
+Added: Radu Vitoc, a shareholder and brother of the CEO, provided consulting services to the Company through July 2022 for which the Company incurred $ 39,900 for such services.
The Company paid Mr.
2 unchanged sentences
Vitoc became an employee of the Company.
−Removed: CEO Loan Agreement
−Removed: The Company's chief executive officer lent the Company a total of $ 25,000 in August and September of 2018.
−Removed: These amounts, were unsecured, had no stated interest rate, and no stated repayment terms.
−Removed: The Company repaid $ 3,633 of the loan to the CEO during 2020 and $ 367 during 2021.
−Removed: The Company paid these loans in full in March 2021, by issuing the CEO a convertible note in the amount of $ 21,000 .
−Removed: The convertible note issued to the CEO was converted into 3,621 shares of common stock on September 30, 2021 at a conversion price of $ 6.00 per share.
−Removed: No further notes to the CEO were incurred in the year ended December 31, 2022.
ACCRUED EXPENSES
2 unchanged sentences
Research and development costs
−Removed: Deferred compensation to former officers
+Added: Accrued severance
Total accrued expenses
−Removed: Deferred Compensation Agreements
−Removed: As of December 31, 2022 and December 31, 2021, the Company had $ 0 and $ 111,271 , respectively, of deferred compensation due to certain employees and officers of the Company pursuant to deferred compensation agreements executed during fiscal 2020 and 2019 as part of a non-qualified deferred compensation plan.
−Removed: Pursuant to the deferred compensation agreements, the employees had deferred a portion of their annual base salary to be paid upon a Qualified Fund Raising.
−Removed: The Qualified Fund Raising was achieved during July 2021.
−Removed: Upon this event, the employees' salaries were increased up to the market rates set forth in their respective agreements, and all amounts were paid to the employees.
−Removed: The remaining deferred compensation balance as of December 31, 202l relates to amounts incurred for employees who were no longer with the Company as of the payout date.
−Removed: During the year ended December 31, 2021, the Company accrued $ 193,379 in deferred compensation.
−Removed: The Company paid $ 457,749 in cash and issued 268,769 options with a total fair value of $ 296,264 during the year ended December 31, 2021, to settle a portion of the deferred compensation balance totaling $ 743,167 .
−Removed: The fair value of the options issued in excess of the deferred compensation balance settled totaling $ 10,846 was recorded as stock-based compensation expense which is presented within general and administrative expenses on the statement of operations for the year ended December 31, 2021.
Accrued Bonus
−Removed: During the year ended December 31, 2022 and 2021, the Company accrued $ 1,094,582 and $ 384,750 , respectively, in bonus expense relating to employees and officers of the Company.
−Removed: On April 16, 2021, the 2020 accrued bonus balance was settled by issuance of 713,536 stock options with a total fair value of $ 786,531 .
−Removed: The fair value of the options issued in excess of the accrued bonus balance totaled $ 6,531 and was recorded as stock-based compensation expense which is presented within general and administrative expenses on the statement of operations for the year ended December 31, 2021.
−Removed: The 2021 accrued bonus was paid in cash in August of 2022.
−Removed: PAYCHECK PROTECTION PROGRAM
−Removed: On January 31, 2021, the Company received a second PPP Loan in the amount of $ 62,500 .
−Removed: Under the terms of PPP Loan, interest accrues on the outstanding principal at the rate of 0.98 % per annum.
−Removed: The term of the PPP Loan is two years .
−Removed: To the extent that the loan amount is not forgiven by the SBA, the Company is obligated to make equal monthly payments of principal and interest, beginning seven months from the date of the PPP Loan, until the maturity date.
−Removed: The loan amount may be eligible for forgiveness if used for qualifying expenses and other qualifying criteria are met.
−Removed: The Company used the entire PPP Loan for qualifying expenses.
−Removed: The Company received full forgiveness of all outstanding principal and accrued and unpaid interest on the PPP Loan in November 2021.
−Removed: The forgiveness of the PPP Loan qualified for debt extinguishment in accordance with ASC 470-50, Debt Modifications and Extinguishments, and as a result, the outstanding principal and interest was written off in the amount of $ 62,500 , and the Company recorded a gain on extinguishment totaling $ 62,500 for the year ended December 31, 2021.
−Removed: CONVERTIBLE NOTES PAYABLE
−Removed: Convertible Notes Payable issued in 2019
−Removed: In July 2019, the Company issued a Convertible Promissory Note totaling $ 10,000 to one individual (the "2019 Convertible Note").
−Removed: The 2019 Convertible Note bore interest at 8 % per annum, was unsecured, with a scheduled maturity date of December 31, 2021 .
−Removed: The 2019 Convertible Note contained an automatic conversion feature, such that in the event the Company consummated an Equity Financing, as defined in the agreement, prior to the 2019 Convertible Note's scheduled maturity, the outstanding principal and interest would automatically converted into Preferred Stock (the shares of a class or series of preferred stock of the Company issued in connection with an Equity Financing) of the Company issued in connection with the Equity Financing.
−Removed: The Equity Financing is defined as a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company receives gross aggregate proceeds of not less than $ 5,000,000 (before any transaction related expenses and costs).
−Removed: The conversion price will be set at 65 % of the price of the preferred stock issued in the aforementioned Equity Financing.
−Removed: Embedded Put Feature
−Removed: The Company determined that the terms related to the Equity Financing conversion, (the “Embedded Put Feature”) were not clearly and closely related to the 2019 Convertible Note host instrument and meets the definition of a derivative.
−Removed: Therefore, the Embedded Put Feature was bifurcated from the 2019 Convertible Note and separately measured at fair value.
−Removed: The derivative liability has been subsequently marked-to-market each reporting period with changes in fair value recognized in the statement of operations.
−Removed: The Embedded Put Feature was initially recorded as a debt discount and a related derivative liability at fair value.
−Removed: The debt discount is amortized using the effective interest rate over the original term of the 2019 Convertible Note.
−Removed: Interest expense on the 2019 Convertible Note totaled $ 0 and $ 607 for the year ended December 31, 2022 and 2021, respectively.
−Removed: The debt discount and value of the Embedded Put Feature in the 2019 Convertible Note totaled $ 1,000 at issuance.
−Removed: The balance of the debt discount was $ 0 as of December 31, 2022 and 2021.
−Removed: During the year ended December 31, 2022 and 2021, amortization of debt discount amounted to $ 0 and $ 310 , respectively.
−Removed: Convertible Notes Payable issued in 2020
−Removed: During 2020, the Company issued Convertible Promissory Notes totaling $ 610,000 to various investors or holders, including $ 110,000 of Convertible Promissory Notes to related parties (collectively, the "2020 Convertible Notes") throughout fiscal 2020.
−Removed: The 2020 Convertible Notes bore interest at 6 % per annum, was unsecured, with a scheduled maturity date of May 31, 2022 .
−Removed: The 2020 Convertible Notes are automatically convertible into shares of the Company's Equity Financing Shares (shall mean the shares of any class or series of preferred stock of the Company issued in connection with an Equity Financing), upon the closing of an Equity Financing yielding gross proceeds of in excess of $ 5,000,000 (before any transaction related expenses and costs).
−Removed: The 2020 Convertible Notes also are convertible into common shares of the Company at the holders' election upon (i) a Change in Control whereby any person or group becomes a beneficial owner of more than 50 % of the Company's outstanding voting securities in connection with a merger or reorganization, or (ii) at the time of maturity.
−Removed: Common stock issued on conversion shall be shares of the Company’s stock that have substantially the same rights and preferences as the shares issued in such Equity Financing.
−Removed: Conversion Prices
−Removed: The conversion price is set at 75 % of the price of the preferred stock issued in the aforementioned Equity Financing.
−Removed: The 2020 Convertible Notes also contain a clause that accelerates their maturity upon a change in control of the Company, as defined above.
−Removed: Embedded Put Features
−Removed: The Company has determined that the terms related to the Equity Financing conversion, Change in Control, and maturity conversion features (collectively, the “Embedded Put Features”) included within the 2020 Convertible Notes were not clearly and closely related to the 2020 Convertible Note host instrument and meet the definition of a derivative.
−Removed: Therefore, the Embedded Put Features were bifurcated from the 2020 Convertible Notes and measured at fair value.
−Removed: The derivative liability has been subsequently marked-to-market each reporting period with changes in fair value recognized in the statement of operations.
−Removed: The Embedded Put Features were initially recorded as a debt discount and a related derivative liability at fair value in the amount of $ 131,000 at issuance of the 2020 Convertible Notes (see Note 8).
−Removed: The debt discount is amortized using the effective interest rate over the original term of the 2020 Convertible Notes.
−Removed: Maturity Date
−Removed: The maturity date on the 2020 Convertible Notes is the earliest occurrence of (i) the closing of a Qualified Equity Financing, or (ii) the date upon which the Convertible Notes are otherwise converted into equity securities, or (iii) May 31, 2022.
−Removed: Interest expense on the 2020 Convertible Notes totaled $ 27,375 and $ 11,523 for the year ended December 31, 2021 and 2020, respectively.
−Removed: Debt discounts on the 2020 Convertible Notes totaled $ 0 and $ 0 as of December 31, 2022 and 2021, respectively.
−Removed: During the year ended December 31, 2021 amortization of debt discounts amounted to $ 83,608 .
−Removed: There was no amortization of debt discounts for the year ended December 31, 2022.
−Removed: In connection with each of the 2020 Convertible Notes, the Company issued each holder warrants (the 2020 Warrants) to acquire additional shares of common stock of the Company.
−Removed: Each holder of a 2020 Convertible Note received a warrant to purchase that number of shares of common stock as determined by multiplying the number of Equity Financing Shares which are issuable upon conversion of the holder's Convertible Note by 50 %, at an exercise price equal to the conversion price per share used in the conversion of the Convertible Note.
−Removed: The 2020 Warrants were initially recorded as a debt discount and a related warrant liability at fair value in the amount of $ 65,660 (see Note 8) at issuance of the 2020 Convertible Notes.
−Removed: Subsequent to issuance, the 2020 Warrants have been marked-to-market each reporting period with changes in fair value recognized in the statement of operations.
−Removed: The debt discount is amortized using the effective interest rate over the original term of the 2020 Convertible Notes.
−Removed: Convertible Notes Payable issued in 2021
−Removed: During the year ended December 31, 2021, the Company issued Convertible Promissory Notes totaling $ 7,390,000 to various investors or holders, including $ 1,863,300 of Convertible Promissory Notes to related parties (collectively, the "2021 Convertible Notes") which included a $ 21,000 Convertible Promissory Note to settle a loan to the Company's CEO (see Note 2) .
−Removed: The 2021 Convertible Notes bear interest at 6 % per annum, are unsecured, and have scheduled maturity dates ranging from February 15, 2023 through June 28, 2023.
−Removed: The 2021 Convertible Notes are automatically convertible into shares of the Company's Equity Financing Shares (shall mean the shares of any class or series of preferred stock of the Company issued in connection with an Equity Financing), upon the closing of an Equity Financing yielding gross proceeds of in excess of $ 5,000,000 (before any transaction related expenses and costs).
−Removed: The 2021 Convertible Notes also are convertible into common shares of the Company at the holders' election upon (i) a Change in Control whereby any person or group becomes a beneficial owner of more than 50% of the Company's outstanding voting securities in connection with a merger or reorganization, or (ii) at the time of maturity.
−Removed: Common stock issued on conversion shall be shares of the Company’s stock that have substantially the same rights and preferences as the shares issued in such Equity Financing.
−Removed: Conversion Prices
−Removed: The conversion price was set at 75 % of the price of the common stock issued in the aforementioned Equity Financing.
−Removed: The 2021 Convertible Notes also contain a clause that accelerates their maturity upon a change in control of the Company, as defined above.
−Removed: Embedded Put Features
−Removed: The Company has determined that the terms related to the Equity Financing conversion, Change in Control, and maturity conversion features (collectively, the “Embedded Put Features”) included within the 2021 Convertible Notes were not clearly and closely related to the 2021 Convertible Note host instrument and meet the definition of a derivative.
−Removed: Therefore, the Embedded Put Features were bifurcated from the 2021 Convertible Notes and measured at fair value.
−Removed: The derivative liability has been subsequently marked-to-market each reporting period with changes in fair value recognized in the statement of operations.
−Removed: The Embedded Put Features were initially recorded as a debt discount and a related derivative liability at fair value in the amount of $ 2,821,000 at issuance of the 2021 Convertible Notes (see Note 6).
−Removed: The debt discount is amortized using the effective interest rate over the original term of the 2021 Convertible Notes.
−Removed: Maturity Date
−Removed: The maturity date on the 2021 Convertible Notes is the earliest occurrence of (i) the closing of a Qualified Equity Financing, or (ii) the date upon which the Convertible Notes are otherwise converted into equity securities, or (iii) maturity dates ranging from February 15, 2023 through June 28, 2023.
−Removed: Interest expense on the 2021 Convertible Notes totaled $ 199,049 and $ 0 for the year ended December 31, 2021 and 2020, respectively.
−Removed: During the year ended December 31, 2022 and 2021, amortization of debt discounts amounted to $ 0 and $ 513,035 , respectively.
−Removed: In connection with each of the 2021 Convertible Notes, the Company issued each holder warrants (the 2021 Warrants) to acquire additional shares of common stock of the Company.
−Removed: Each holder of a 2021 Convertible Note received a warrant to purchase that number of shares of common stock as determined by multiplying the number of Equity Financing Shares which are issuable upon conversion of the holder's Convertible Note by 50 %, at an exercise price equal to the conversion price per share used in the conversion of the Convertible Note.
−Removed: The 2021 Warrants were initially recorded as a debt discount and a related warrant liability at fair value in the amount of $ 320,460 (see Note 6) at issuance of the 2021 Convertible Notes.
−Removed: Subsequent to issuance, the 2021 Warrants have been marked-to-market each reporting period with changes in fair value recognized in the statement of operations.
−Removed: The debt discount is amortized using the effective interest rate over the original term of the 2021 Convertible Notes.
−Removed: Conversion of Convertible Notes Upon Equity Financing
−Removed: Convertible Notes
−Removed: In connection with the sale of common stock in fiscal 2021, an Equity Financing of gross proceeds in excess of $ 5 million, the Company converted all $ 8,010,000 of its outstanding principal and all accrued and unpaid interest of approximately $ 240,000 related to the Company’s 2019 Convertible Note, 2020 Convertible Notes, and 2021 Convertible Notes into 1,375,228 shares of the Company’s common stock on September 30, 2021 at a conversion price of $ 6.00 per share.
−Removed: The Company accounted for the conversion of the Convertible Notes as an extinguishment.
−Removed: The Company recorded an approximate $ 2.3 million loss on extinguishment, upon conversion, year ended December 31, 2021.
−Removed: The loss on extinguishment of the Convertible Notes included a write-off of the unamortized debt discount of approximately $ 3.3 million.
−Removed: As of December 31, 2021 there were no Convertible Notes outstanding.
−Removed: On September 30, 2021, in connection with conversion of the 2020 and 2021 Convertible Notes, the terms of the warrants issued with the 2020 and 2021 Convertible notes became fixed such that the warrants are exercisable for a fixed number of shares of common stock at a fixed exercise price per share based on the amount of shares issuable upon conversion of the Convertible Notes and an exercise price equal to the conversion price per share used in the conversion of the Convertible Notes.
−Removed: The warrants are exercisable for 686,489 shares of common stock with an exercise price of $ 6.00 and expire at various dates throughout fiscal 2028.
−Removed: As of December 31, 2021, 4,504 of these warrants have been exercised.
−Removed: SIMPLE AGREEMENT FOR FUTURE EQUITY
−Removed: In October 2019, the Company issued a simple agreement for future equity ("SAFE Agreement") for $ 25,000 .
−Removed: 'The SAFE Agreement requires automatic conversion to preferred stock in the event of an equity financing.
−Removed: If the Company experiences a liquidity event, as defined, the holder may opt for either conversion or repayment in cash, with repayment based upon a valuation at the time of such event.
−Removed: Upon a dissolution event, as defined, the SAFE Agreement requires repayment in cash.
−Removed: The conversion price will be set at 60 % of the price of the preferred stock issued in the aforementioned equity financing.
−Removed: The SAFE Agreement shall terminate upon either the issuance of shares or repayment in cash as per the agreement's terms.
−Removed: Due to the contingencies associated with the potential conversion and conversion price as well as the valuation upon a future liquidity event should one occur, no discount associated with these features has been recorded in the accompanying consolidated financial statements.
−Removed: In connection with the sale of common stock in 2021, an Equity Financing, the SAFE in the amount of $ 25,000 was converted into 5,208 shares of the Company's common stock on September 30, 2021.
−Removed: The price of the common shares issued in the equity financing was $ 8.00 .
−Removed: 'The conversion price was equal to 60 % of $ 8.00 per share, or $ 4.80 per share.
+Added: During the years ended December 31, 2023 and 2022, the Company accrued $ 786,999 and $ 1,094,582 , respectively, in bonus expense relating to employees and officers of the Company.
+Added: On May 31, 2023, the 2022 accrued bonus balance was settled by issuance of 974,046 stock options with a total fair value of $ 977,123 .
+Added: The fair value of the options issued was less than the accrued bonus balance by $ 117,459 due to payroll taxes accrued for related to the 2022 bonuses and not payable with the issuance of the stock options and for employees who were terminated after December 31, 2022 and not eligible for the bonus payout.
+Added: This difference was recorded against payroll expense and is presented within general and administrative expenses and research and development expenses on the statement of operations for the year ended December 31, 2023.
+Added: Accrued Severance
+Added: On November 10, 2023, Joseph McGuire and Dr.
+Added: Mihail Obrocea were terminated from their positions as Chief Financial Officer (and principal financial and accounting officer) and Chief Medical Officer, respectively, of the Company, effective immediately, as part of the Company’s effort to streamline operations.
+Added: McGuire’s and Dr.
+Added: Obrocea’s terminations were not based on any disagreement with the Company’s operations, policies or practices.
+Added: As of December 31, 2023, the Company has accrued severance balance of $ 824,435 .
FAIR VALUE OF FINANCIAL LIABILITIES
Derivative Liability
−Removed: The table below provides a summary of the changes in fair value of the derivative liabilities related to Convertible notes using significant unobservable inputs (level 3):
−Removed: Year Ended December 31,
−Removed: Derivative liabilities:
−Removed: Balance, beginning of period
−Removed: Derivative liability on convertible notes payable
−Removed: Loss (Gain) on fair value of embedded features
−Removed: Extinguishment of derivative liability in connection with debt conversion
−Removed: Balance, end of period
−Removed: The Embedded Put Features were separately measured at fair value, with changes in fair value recognized in current operations.
−Removed: The scenario-based analysis estimates the fair value of the Convertible Notes based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the holders, including various settlement, equity financing, and corporate transaction and dissolution scenarios.
−Removed: Estimating fair values of Embedded Put Features required the development of significant and subjective estimates that changed over the duration of the instrument with related changes in internal and external market factors.
−Removed: Because the Embedded Put Features are initially and subsequently carried at fair values, the Company’s income reflected the volatility in these estimate and assumption changes.
−Removed: Immediately prior to the conversion of the convertible notes, the derivative liability was marked to fair value resulting in a loss of $ 203,000 for the year ended December 31, 2021.
−Removed: The recurring Level 3 fair value measurements of the embedded derivative liability included the following significant unobservable inputs as of the conversion.
−Removed: The probability of the Convertible Notes outstanding at maturity was estimated to be approximately 0 %;
−Removed: the probability of an equity financing was estimated to be approximately 100 %;
−Removed: and the probability of default, change in control or dissolution was estimated to be approximately 0 %.
−Removed: On September 30, 2021 the embedded derivative liability was extinguished in connection with the conversion of the convertible notes.
Financial liabilities consisting of warrant liabilities measured at fair value on a recurring basis are summarized below.
3 unchanged sentences
Total liabilities
−Removed: There was no warrant liabilities measured at fair value on a recurring basis at December 31, 2021.
+Added: Fair value at December 31, 2022
+Added: Warrant liability
+Added: Total liabilities
+Added: During the years ended December 31, 2023 and 2022, the Company had warrant liabilities of $ 2,152,188 and $ 245,341 , respectively.
The table below provides a summary of the changes in fair value of the warrant liabilities measured on a recurring basis using significant unobservable inputs (Level 3):
2 unchanged sentences
Balance, beginning of period
−Removed: Warrant liability
−Removed: (Gain) loss on fair value of warrant liability
−Removed: Reclassification of warrant liability to equity
+Added: Issuance of Warrants
+Added: Gain on fair value of warrant liability
Balance, end of period
−Removed: STOCKHOLDERS’
−Removed: Upon the closing of the Company’s initial public offering, the Company’s shareholders agreement terminated pursuant to its terms.
−Removed: In connection with the closing of the Company’s initial public offering, the Company amended and restated its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and amended and restated its Bylaws (the “Amended and Restated Bylaws”).
+Added: STOCKHOLDERS’ EQUITY
+Added: Upon the closing of the Company’s initial public offering, the Company’s shareholders agreement terminated pursuant to its terms.
+Added: In connection with the closing of the Company’s initial public offering, the Company amended and restated its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and amended and restated its Bylaws (the “Amended and Restated Bylaws”).
The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on August 1, 2022 and became effective on that date, and among other things, increased the authorized number of common stock to 70,000,000 shares and decreased the authorized number of preferred stock to 30,000,000 shares.
5 unchanged sentences
The ratchet shares were determined to be a freestanding instrument that was classified as a liability when the right was granted and subsequently reclassified to equity when shares were issued.
−Removed: The Ratchet Shares were valued at $ 1,099,360 , based on the $ 5 price of the initial public offering and were recorded as expense included in operating expense.
+Added: The ratchet shares were valued at $ 1,099,360 , based on the $ 5.00 price of the initial public offering and were recorded as expense included in operating expenses.
Initial Public Offering
−Removed: On July 28, 2022 the Company’s shares of common stock began trading on the NYSE American under the symbol MAIA.
+Added: On July 28, 2022 the Company’s shares of common stock began trading on the NYSE American under the symbol MAIA.
On August 1, 2022, the Company sold 2,000,000 shares of common stock at $ 5.00 per share for gross proceeds of $ 10,000,000 in an initial public offering prior to deducting underwriting discounts, commissions, and other offering expenses.
1 unchanged sentence
After deducting the underwriting discount and other offering expenses payable by the Company, the total net proceeds for the initial public offering and the overallotment were approximately $ 9,100,000 .
+Added: Follow-on Offering
+Added: On April 27, 2023 the Company sold 2,555,500 shares of the Company’s common stock at a public offering price of $ 2.25 per share in an underwritten public offering, including the full exercise of the overallotment option.
+Added: ThinkEquity LLC served as the underwriter in the offering.
+Added: The total net proceeds of $ 4,156,859 after deducting underwriting discounts and other offering expenses payable by the Company.
+Added: At-the-Market Equity Offering
+Added: On September 1, 2023, the Company entered into an “at-the-market" Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, shares (the “Shares”) of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $ 7,000,000 , subject to the terms and conditions of the Sales Agreement.
+Added: The Shares will be offered and sold pursuant to the Company’s prospectus supplement (the “Prospectus Supplement”), filed September 1, 2023 with the Securities and Exchange Commission (the “SEC”), to the prospectus forming a part of the Company’s shelf Registration Statement on Form S-3 (File No.
+Added: 333-273984) filed by the Company with the SEC on August 15, 2023 and declared effective by the SEC on August 23, 2023.
+Added: In October and November 2023, the Company sold 758,388 shares of common stock through the Sales Agreement for net proceeds of $ 1,238,688 after deducting underwriting discounts and other offering expenses payable by the Company.
+Added: The Sales Agreement was terminated on November 15, 2023.
+Added: Of the $ 1,238,688 , $ 84,251 was allocated and classified as a warrant liability.
+Added: Registered Direct Offering
+Added: On November 17, 2023, the Company entered into a registered direct offering pursuant to the Company’s prospectus supplement (the “Prospectus Supplement”), filed September 1, 2023 with the Securities and Exchange Commission (the “SEC”), to the prospectus forming part of the Company’s shelf Registration Statement on Form S-3 (File No.
+Added: 333-273984) filed by the Company with the SEC on August 15, 2023 and declared effective by the SEC on August 23, 2023, and a prospectus supplement dated as of November 15, 2023, (the “Offering”) by the Company for an aggregate of 2,424,243 shares of common stock, par value $ 0.0001 per share (“the Common Stock”) pursuant to an Engagement Agreement dated as of November 4, 2023, by and between the Company and H.C.
+Added: Wainwright & Co., LLC (“Wainwright”) for net proceeds of $ 3.4 million after deducting underwriting discounts and other offering expenses payable by the Company.
+Added: Of the $ 3.4 million, $ 2.0 million was allocated and classified as warrant liability.
MAIA Biotechnology, Inc.
Restricted Stock Awards
−Removed: During the year ended December 31, 2021, MAIA recognized $ 202,500 of stock compensation expense related to 112,500 of MAIA’s restricted shares granted to the founders.
−Removed: On August 13, 2021, upon the dissolution of THIO and merger into MAIA (see Note 1), a founder’s 612,500 fully vested THIO restricted shares were canceled and the founder was issued 612,500 MAIA restricted shares.
−Removed: Additionally, in accordance with the founder's original award, the founder was also issued 87,500 MAIA restricted shares which vested ratably each quarter through April 1, 2022 to replace the equivalent number of unvested THIO restricted shares.
−Removed: There are no unvested shares as of December 31, 2022 related to the founder's restricted shares.
−Removed: During the 12 months ended December 31, 2022, MAIA recognized $ 52,500 of expense related to restricted stock for the year ended 2022.
−Removed: Unvested balance at January 1, 2022
−Removed: Unvested balance at December 31, 2022
+Added: During the year ended December 31, 2022, MAIA recognized $ 52,500 of stock compensation related to 29,168 of MAIA’s restricted shares granted to the founders.
+Added: During the year ended December 31, 2023, the Company expensed $ 731,661 for investor and media relation services related to the grant of 291,469 restricted shares of common stock.
+Added: There are no unvested restricted shares as of December 31, 2023.
MAIA Stock Warrants
−Removed: In January 2022, the Company and certain warrant holders executed waivers related to the acceptance and approval of an amendment to the holders’
−Removed: warrant agreements originally issued between May 6, 2020 and February 26, 2021 in connection with the Company’s issuance of convertible notes.
+Added: In January 2022, the Company and certain warrant holders executed waivers related to the acceptance and approval of an amendment to the holders’ warrant agreements originally issued between May 6, 2020 and February 26, 2021 in connection with the Company’s issuance of convertible notes.
The amendment removed the IPO expiration provision from the warrant agreements, and the warrants are now only to be exercisable, in whole or in part, during the exercise period ending on the earliest to occur of:
2 unchanged sentences
The value of the warrant modification to the 144,497 warrants was calculated using the Black-Scholes-Merton option pricing model.
−Removed: The incremental fair value attributable to the modified awards compared to the original awards immediately prior to the modification was calculated at $ 450,578 and was treated as a deemed dividend and is reflected as “Deemed dividend on warrant modification”
−Removed: in the accompanying statement of operations.
+Added: The incremental fair value attributable to the modified awards compared to the original awards immediately prior to the modification was calculated at $ 450,578 and was treated as a deemed dividend and is reflected as “Deemed dividend on warrant modification” in the accompanying statement of operations.
During January 2022, warrants were exercised, resulting in the issuance of 61,111 shares of MAIA common stock for proceeds of $ 110,000 .
2 unchanged sentences
At the closing of the initial public offering, 20,520 warrants with an exercise price of $ 5.00 per share expired.
−Removed: Concurrently with the closing of the Company’s initial public offering, the Company issued warrants to purchase an aggregate of up to 100,000 shares of its common stock to the Representative or its designees, at an exercise price of $ 6.25 per share (the “Representative’s Warrants”).
−Removed: The Representative’s Warrants are exercisable beginning on January 23, 2023 , and expire on July 27, 2027 , pursuant to the terms and conditions of the Representative’s Warrants.
−Removed: On August 3, concurrently with the full exercise of the Underwriter’s over-allotment option, the Company issued additional warrants to purchase an aggregate of up to 15,000 shares of its common stock to the Representative or its designees on the same terms.
−Removed: The warrants are not indexed to the Company’s own stock and therefore meet the definition of a derivative liability.
−Removed: The warrants are liability classified instruments and were initially recorded as $ 343,735 , which was the value determined using the Black-Scholes method using a term of five years , risk free interest rate of 2.82 % and volatility of 77.5 %.
+Added: Concurrently with the closing of the Company’s initial public offering, the Company issued warrants to purchase an aggregate of up to 100,000 shares of its common stock to the Representative or its designees, at an exercise price of $ 6.25 per share (the “Representative’s Warrants”).
+Added: The Representative’s Warrants are exercisable beginning on January 23, 2023 , and expire on July 27, 2027 , pursuant to the terms and conditions of the Representative’s Warrants.
+Added: On August 3, concurrently with the full exercise of the Underwriter’s over-allotment option, the Company issued additional warrants to purchase an aggregate of up to 15,000 shares of its common stock to the Representative or its designees on the same terms.
+Added: The warrants are not indexed to the Company’s own stock and therefore meet the definition of a derivative liability.
+Added: The warrants are liability classified instruments and were initially recorded as $ 343,735 , which was the value determined using the Black-Scholes-Merton method using a term of five years , risk free interest rate of 2.82 % and volatility of 77.5 %.
As of December 31, 2023 the Company remeasured the warrant liability resulting in a value of $ 40,211 .
−Removed: The gain on remeasurement of the warrant liability in the amount of $ 98,394 was included in other income.
−Removed: Only the 115,000 warrants issued in 2022 are classified as a liability, all other outstanding warrants are equity classified.
+Added: The loss on remeasurement of the warrant liability in the amount of $ 205,130 was included in other (expense) income.
+Added: Concurrently with the closing of the Company’s follow-on offering, the Company issued warrants to purchase an aggregate of up to 127,775 shares of its common stock to the Representative or its designees, at an exercise price of $ 2.81 per share (the “Follow-On Representative’s Warrants”).
+Added: The Follow-On Representative’s Warrants are exercisable beginning on October 24, 2023 , and expire on April 24, 2028 , pursuant to the terms and conditions of the Follow-On Representative’s Warrants.
+Added: The Follow-On Representative’s Warrants are equity classified instruments and the value of the Follow-On Representative’s Warrants determined using the Black-Scholes-Merton method was $ 241,109 using the term of five years , risk free interest rate of 4.09 % and volatility of 86.3 %.
+Added: On November 9, 2023, the Company issued warrants to purchase an aggregate of up to 239,234 shares of its common stock to Alumni Capital LP, at an exercise price of $ 2.09 per share.
+Added: The warrants are exercisable beginning on November 10, 2023 , and expire on November 10, 2027 , pursuant to the terms and conditions of the warrants.
+Added: The warrants are not indexed to the Company’s own stock and therefore meet the definition of a derivative liability.
+Added: On November 13, 2023, 131,578 warrant shares vested in accordance with the terms.
+Added: The warrants are liability classified instruments and were initially recorded as $ 84,251 , which was the value determined using the Black-Scholes-Merton method using a term of 3.87 years, risk free interest rate of 3.93 % and volatility of 90.0 %.
+Added: Laidlaw & Company Ltd.
+Added: acted as the financial advisor to the Company in connection with the warrant and were paid a cash fee of $ 13,750 .
+Added: Concurrently with the Company’s registered direct offering, the Company issued warrants to purchase an aggregate of up to 2,424,243 shares of its common stock to the Representative or its designees, at an exercise price of $ 1.86 per share (the “Representative’s Warrants”).
+Added: The Representative’s Warrants are exercisable beginning on November 15, 2023 , and expire on May 17, 2029 , pursuant to the terms and conditions of the Representative’s Warrants.
+Added: The warrants are not indexed to the Company’s own stock and therefore meet the definition of a derivative liability.
+Added: The warrants are liability classified instruments and were initially recorded as $ 1,903,915 , which was the value determined using the Black-Scholes-Merton method using a term of 5.38 years, risk free interest rate of 3.85 % and volatility of 90.0 %.
+Added: On November 15, 2023, concurrently with the closing of the offering, the Company issued warrants to purchase an aggregate of 169,697 shares of its common stock to the Representative or its designees, at an exercise price of $ 2.06 per share.
+Added: The Representative’s Warrants are exercisable beginning November 15, 2023 , and expire on November 15, 2028 , pursuant to the terms and conditions of the Representative’s Warrants.
+Added: The warrants are not indexed to the Company’s own stock and therefore meet the definition of a derivative liability.
+Added: The warrants are liability classified instruments and were initially recorded as $ 123,811 ,
+Added: which was determined using the Black-Scholes-Merton method using a term of 4.88 years, risk free interest rate of 3.84 % and volatility of 90.0 %.
Balance at January 1, 2023
10 unchanged sentences
In 2018, the Company adopted the MAIA Biotechnology, Inc.
−Removed: 2018 Stock Option Plan (the “MAIA 2018 Plan”).
−Removed: MAIA’s board of directors administers the MAIA Plan for the purposes of attracting, retaining, and motivating key employees, directors, and consultants of MAIA.
+Added: 2018 Stock Option Plan (the “MAIA 2018 Plan”).
+Added: MAIA’s board of directors administers the MAIA Plan for the purposes of attracting, retaining, and motivating key employees, directors, and consultants of MAIA.
The terms of the MAIA 2018 Plan continue to govern the 1,924,500 options outstanding in the plan of December 31, 2023.
In 2020, the Company adopted the MAIA Biotechnology, Inc.
−Removed: Amended and Restated 2020 Equity Incentive Plan (the “MAIA 2020 Plan’’), also administered by the board of directors.
+Added: Amended and Restated 2020 Equity Incentive Plan (the “MAIA 2020 Plan’’), also administered by the board of directors.
The MAIA 2020 Plan permitted awards to take the form of stock options, restricted stock and restricted stock units.
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On August 1, 2022 the Company approved the MAIA Biotechnology, Inc.
−Removed: 2021 Equity Incentive Plan (the “MAIA 2021 Plan’’) with 1,909,518 shares of common stock reserved for issuance.
+Added: 2021 Equity Incentive Plan (the “MAIA 2021 Plan’’) with 1,909,518 shares of common stock reserved for issuance.
+Added: On May 25, 2023, after receiving shareholder approval, the MAIA 2021 Plan was amended to include an automatic increase in the aggregate number of shares reserved for awards under the 2021 Plan, commencing on the date of shareholder approval of the amendment, and then each January 1 following thereafter, and ending on (and including) January 1, 2032 (each an “Increase Date”) in an amount equal to ten percent ( 10 %) of the total number of shares of stock outstanding on a fully diluted basis on December 31 of the preceding calendar year (the “Increase Date”);
+Added: provided that, the board of directors may act prior to any Increase Date to provide that there will be no increase for such year or that the increase for such year will be a lesser number of shares of stock.
+Added: Pursuant to the automatic increase provision, on May 25, 2023, the amount reserved for issuance under the MAIA 2021 Plan increased by 1,956,993 based on the fully diluted shares outstanding as of December 31, 2022.
As of December 31, 2023 there were 2,023,132 shares of common stock available for future issuance under the MAIA 2021 Plan and 1,973,465 options outstanding in the MAIA 2021 Plan.
−Removed: Stock options are to be granted with an exercise price which is at least equal to the stock’s estimated fair value at the date of grant, and with a contractual term of no more than ten years from the date of grant.
+Added: In addition, pursuant to the automatic increase provision, on January 1, 2024, the amount reserved for issuance under the MAIA 2021 Plan increased by 2,838,668 shares based on the fully diluted shares outstanding as of December 31, 2023.
+Added: Stock options are to be granted with an exercise price which is at least equal to the stock’s estimated fair value at the date of grant, and with a contractual term of no more than ten years from the date of grant.
In the case of an option granted to a 10 % stockholder, the exercise price shall be generally no less than 110 % of the fair market value per share on the date of grant, and the contractual term shall be seven years .
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under certain other circumstances, the period to cancellation may differ as described in the respective plan documents.
−Removed: Certain clauses in the Plans also govern the Company’s exercise repurchase rights and various other features of awards granted under the plans.
−Removed: As of December 31, 2022, only stock options have been awarded pursuant to the MAIA stock award plans.
+Added: Certain clauses in the Plans also govern the Company’s exercise repurchase rights and various other features of awards granted under the plans.
+Added: As of December 31, 2023, stock options and restricted stock have been awarded pursuant to the MAIA stock award plans.
The following table summarizes the activity and information regarding MAIA's outstanding and exercisable options classified as equity awards as of December 31, 2023:
+Added: Options Outstanding
Balance at January 1, 2023
2 unchanged sentences
Options exercisable at December 31, 2023
−Removed: During the year ended December 31, 2022, the fair value of the Company’s common stock was estimated for financial reporting purposes from January 1 to January 26, 2022 based on valuations of $ 8.87 per share as of December 31, 2021.
−Removed: For our valuations of common stock performed, we used a hybrid method of the Option Pricing Method (“OPM”) and the Probability-Weighted Expected Return Method (“PWERM”).
+Added: During the year ended December 31, 2023, the fair value of the Company’s common stock is based on the closing price of the common stock in the public market.
+Added: During the year ended December 31, 2022, the fair value of the Company’s common stock was estimated for financial reporting purposes from January 1 to January 26, 2022 based on valuations of $ 8.87 per share as of December 31, 2022 .
+Added: For our valuations of common stock performed, we used a hybrid method of the Option Pricing Method (“OPM”) and the Probability-Weighted Expected Return Method (“PWERM”).
PWERM considers various potential liquidity outcomes.
2 unchanged sentences
of the common stock before a discount for lack of marketability is applied.
−Removed: From January 27 to May 31, 2022 the fair value of the Company’s common stock was estimated for financial reporting purposes at $ 9 per share based on the sale of common stock from
−Removed: January 27, 2022 to May 19, 2022.
+Added: From January 27 to May 31, 2022 the fair value of the Company’s common stock was estimated for financial reporting purposes at $ 9 per share based on the sale of common stock from January 27, 2022 to May 19, 2022.
From June 1, 2022 to August 1, 2022 the fair value of the Company's common stock was estimated for financial reporting purpose at $ 5 per share based on the price paid in the initial public offering.
Following the initial public offering, the fair value of common stock, is based on the closing price of the common stock in the public market.
−Removed: During the year ended December 31, 2021, the fair value of the Company’s common stock was estimated for financial reporting purposes based on valuations.
−Removed: From January 1, 2021 to February 28, 2021 a valuation of $ 1.80 was used.
−Removed: During the period of March 1, 2021 to June 6, 2021, the fair value of the Company’s common stock was estimated for financial reporting purposes based on valuations of $ 1.83 per share in February and April 2021 due to the lack of any single specific event that would have indicated a definitive change in the value of the Company.
−Removed: The February and April 2021 valuations used the income approach and the market approach in estimating the fair value of our common stock.
−Removed: The market approach utilized guideline public companies in estimating fair
−Removed: value of our stock.
−Removed: The income approach estimates enterprise value based on the estimated present value of future cash flows the business is expected to generate over its remaining life.
−Removed: The estimated present value is calculated using a discount rate reflective of the risks associated with an investment in a similar company in a similar industry or having a similar history of revenue growth.
−Removed: The market approach measures the value of a business through an analysis of recent sales or offerings of comparable investments or assets, and in our case, focused on comparing us to a group of our peer companies.
−Removed: In applying this method, valuation multiples are derived from historical and projected operating data of the peer company group.
−Removed: We then apply the selected multiples to our operating data to
−Removed: arrive at a range of indicated enterprise values of the Company.
−Removed: We then subtracted the net debt to determine equity value not be necessary to determine the fair value of our common stock.
The value of option grants are calculated using the Black-Scholes-Merton option pricing model with the following assumptions for options granted during the years ended December 31, 2023 and 2022.
8 unchanged sentences
The weighted-average grant date fair values of stock options issued during the years ended December 31, 2023 and 2022 w ere $ 2.55 and $ 3.75 , respectively.
−Removed: At December 31, 2022, the total unrecognized compensation related to unvested employee and non-employee stock option awards granted was $ 3,447,367 which the Company expects to recognize over a weighted average period of approximately 3.26 years.
−Removed: Stock based compensation related to the Company’s stock plans are as follows:
−Removed: Years Ended December 31,
+Added: As of December 31, 2023 , the total unrecognized compensation related to unvested employee and non-employee stock option awards granted was $ 1,790,683 which the Company expects to recognize over a weighted average period of approximately 2.98 years.
+Added: Stock based compensation related to the Company’s stock plans are as follows:
General and administrative
7 unchanged sentences
The 2023 Company match is immaterial.
−Removed: The Under the 401(k) plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Code, on a pre-tax or after-tax (Roth) basis, through contributions to the 401(k) plan.
+Added: Under the 401(k) plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Code, on a pre-tax or after-tax (Roth) basis, through contributions to the 401(k) plan.
The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code.
4 unchanged sentences
Patent Licensing, Sponsored Research, and Patent & Technology Agreements
−Removed: THIO - In November 2018 and as amended in December 2020, the Company entered into a Global Patent Licensing Agreement (“PLA”) titled “Patent and Technology License Agreement AGT.
−Removed: L2264 - MAIA Biotechnology”
−Removed: with the University of Texas Southwestern (“UTSW”) to license patent families for a specific compound (“THIO”) from UTSW to MAIA.
+Added: THIO - In November 2018 and as amended in December 2020, the Company entered into a Global Patent Licensing Agreement (“PLA”) titled “Patent and Technology License Agreement AGT.
+Added: L2264 - MAIA Biotechnology” with the University of Texas Southwestern (“UTSW”) to license patent families for a specific compound (“THIO”) from UTSW to MAIA.
The agreement, as amended, has a term of 20 years.
3 unchanged sentences
The agreement requires royalties of 2 - 4 % (depending on THIO reaching specified sales levels in the respective jurisdictions) royalty payments on net sales up to $1,000,000,000, and 2.5 - 5 % on net sales above $1,000,000,000.
−Removed: Also in December 2020, the Company entered into a second license agreement with UTSW titled “Patent and Technology License Agreement AGT.
−Removed: L3648 —
−Removed: MAIA Biotechnology”
−Removed: pursuant to which UTSW is licensing an additional compound to MAIA.
+Added: Also in December 2020, the Company entered into a second license agreement with UTSW titled “Patent and Technology License Agreement AGT.
+Added: L3648 — MAIA Biotechnology” pursuant to which UTSW is licensing an additional compound to MAIA.
The agreement has a term of 20 years and requires the Company to reimburse UTSW for certain agreed-upon expenses.
12 unchanged sentences
Either party may terminate a study plan in the event that patient screening for the clinical study does not commence within twelve (12) months after (a) the Effective Date, with respect to the initial study, or (b) the execution of the applicable study plan, with respect to each other study.
−Removed: If either party terminates a study plan, the Company shall reimburse Regeneron for the Regeneron product it received in connection with such study plan based on the actual out-of-pocket cost to Regeneron of such Regeneron product.
+Added: If either party terminates a study plan, the Company shall reimburse Regeneron for the Regeneron product it
+Added: received in connection with such study plan based on the actual out-of-pocket cost to Regeneron of such Regeneron product.
As of December 31, 2023 neither party has terminated the agreement.
9 unchanged sentences
At December 31, 2023 , the Company has unused U.S.
−Removed: federal and state net operating loss (“NOL”) carryforwards of $ 15.4 million that may be applied against future taxable income.
+Added: federal and state net operating loss (“NOL”) carryforwards of $ 24.2 million that may be applied against future taxable income.
The state NOL carryforwards begin to expire in 2030 .
2 unchanged sentences
The Company has unused U.S.
−Removed: federal research and experimentation (“R & E”) tax credits of $ 0.1 million that begin to expire in 2041 .
−Removed: The use of the Company’s NOL and R & E credit carryforwards may, however, be subject to limitations as a result of an ownership change.
−Removed: A corporation undergoes an “ownership change,”
−Removed: in general, if a greater than 50% change (by value) in its equity ownership by one or more five‑percent stockholders (or certain groups of non‑five‑percent stockholders) over a three‑year period occurs.
−Removed: After such an ownership change, the corporation’s use of its pre‑change NOL carryforwards and other pre‑change tax attributes to offset its post‑change income is subject to an annual limitation determined by the equity value of the corporation on the date the ownership change occurs multiplied by a rate determined monthly by the Internal Revenue Service.
−Removed: If an ownership change occurs and if the Company earns net taxable income, the Company’s ability to use its pre‑change NOLs to offset U.S.
+Added: federal research and experimentation (“R & E”) tax credits of $ 0.5 million that begin to expire in 2041 .
+Added: The use of the Company’s NOL and R & E credit carryforwards may, however, be subject to limitations as a result of an ownership change.
+Added: A corporation undergoes an “ownership change,” in general, if a greater than 50% change (by value) in its equity ownership by one or more five‑percent stockholders (or certain groups of non-five-percent stockholders) over a three-year period occurs.
+Added: After such an ownership change, the corporation’s use of its pre-change NOL carryforwards and other pre‑change tax attributes to offset its post-change income is subject to an annual limitation determined by the equity value of the corporation on the date the ownership change occurs multiplied by a rate determined monthly by the Internal Revenue Service.
+Added: If an ownership change occurs and if the Company earns net taxable income, the Company’s ability to use its pre-change NOLs to offset U.S.
federal and taxable income would be subject to these limitations, which could potentially result in increased future tax liability compared to the tax liability the Company would incur if its use of NOL carryforwards were not so limited.
−Removed: In addition, for state income, franchise and similar tax purposes, there may be periods during which the use of NOL carryforwards is suspended or otherwise limited, which could accelerate or permanently increase the Company’s state income, franchise, or similar taxes.
−Removed: In accordance with ASC 740, “Income Taxes,”
−Removed: the Company recorded a valuation allowance to fully offset its deferred tax assets, because it is not more likely than not that the Company will realize future benefits associated with these deferred tax assets at December 31, 2022 and 2021.
−Removed: The valuation allowance increased by approximately $ 1.2 million and $ 2.1 million during the years ended December 31, 2022 and 2021, respectively, mainly due to increases in the NOL carryforward and other deferred tax assets.
+Added: In addition, for state income, franchise and similar tax purposes, there may be periods during which the use of NOL carryforwards is suspended or otherwise limited, which could accelerate or permanently increase the Company’s state income, franchise, or similar taxes.
+Added: In accordance with ASC 740, “Income Taxes,” the Company recorded a valuation allowance to fully offset its deferred tax assets, because it is not more likely than not that the Company will realize future benefits associated with these deferred tax assets at December 31, 2023 and 2022.The valuation allowance increased by approximately $ 4.1 million and $ 1.2 million during the years ended December 31, 2023 and 2022, respectively, mainly due to increases in the NOL carryforward and other deferred tax assets.
The Company will continue to assess the realizability of the deferred tax assets at each interim and annual balance sheet date based upon actual and forecasted operating results.
21 unchanged sentences
States, Australia, and Romania.
−Removed: The Company’s tax returns since inception remain open to examination by the taxing authorities.
+Added: The Company’s tax returns since inception remain open to examination by the taxing authorities.
SUBSEQUENT EVENTS
Issuance of Common Stock
−Removed: On January 16, 2023, we issued 18,000 shares of common stock for investor relations services from January 16, 2023 through July 16, 2023.
−Removed: Per the agreement an additional 18,000 shares of common stock will be issued on April 16, 2023 if their services are still in place per the contract.
−Removed: On March 8, 2023, we entered into an agreement with The Money Channel NYC Inc.
−Removed: for media services, pursuant to which we agreed to issue 22,500 shares of common stock on March 8, 2023 and an additional 22,500 shares of common stock every ninety days after the execution date of the contract until termination of the agreement.
−Removed: The term of the agreement extends for 180 days , and renews automatically until we provide written notice prior to the end of the term.
+Added: On March 18, 2024, the Company issued 12,500 shares of common stock for investor relation services to Laidlaw & Company as part of the agreement signed on August 15, 2023.
Issuance of Options
−Removed: From January 1 to March 20, 2023 we issued 638,710 options at a weighted exercise price of $ 4.10 to employees and consultants.
+Added: From January 1 to March 21, 2024, the Company issued 456,545 options at a weighted exercise price of $ 1.41 to employees and consultants.
+Added: At-The-Market Offering with H.C.
+Added: On February 14, 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C.
+Added: Wainwright & Co., LLC (“Wainwright”), to sell shares of its common stock, par value $ 0.0001 per share, (the “Shares”) having an aggregate sales price of up to $ 1,445,000 , from time to time, through an “at the market offering” program under which Wainwright will act as sales agent.
+Added: The sales, if any, of the Shares made under the ATM Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.
+Added: The Company will pay Wainwright a co mmission rate equal to 3.0 % of the aggregate gross proceeds from each sale of Shares.
+Added: As of the date of this filing, the Company has sold 507,754 shares of common stock at an average price of $ 1.47 per share, resulting in aggregate gross proceeds of approximately $ 745,250 .
+Added: The Company anticipates that the at-the-market offering will continue throughout the next reporting period.
+Added: Private Placement
+Added: On March 11, 2024, 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) 2,043,587 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 2,043,587 shares of the Company’s Common Stock, at a price per share of $ 1.17 for an aggregate purchase price of approximately $ 2.4 million.
+Added: The Shares and the Warrants (and the shares of common stock underlying the 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.
+Added: The Common Warrants are exercisable at a price per Share of $ 1.30 , which price represents the greater of the book or market value of the stock 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 five years from the initial exercise date.
+Added: In addition, in recognition of the past and continued future services provided by members of the Company’s board of directors (the “Board”) and to further align the interests of directors with those of the Company’s stockholders, the Board has determined it advisable and in the best interests of the Company and its stockholders to allow members of the Board to participate in the Private Placement and directors of the Company executed the Purchase Agreement to subscribe for (i) 452,731 shares of Common Stock (the
+Added: “Director Shares,” together with the Investor Shares, the “Shares”) and (ii) common stock purchase warrants to purchase up to 452,731 shares of the Company’s Common Stock (the “Director Warrants,” together with the Investor Warrants, the “Warrants”) at a price per share of $ 1.17 for an aggregate purchase price of $ 529,695 The Director Warrants are exercisable at a price of $ 1.30 per share, which price represents the greater of the book or market value of the stock on the date the Purchase Agreement was executed (subject to customary adjustments as set forth in the Director Warrants), are exercisable commencing six months following issuance and will have a term of five years from the initial exercise date.
+Added: The Director Shares and Director Warrants (and any shares of Common Stock issuable upon exercise thereof) are being issued under the Company’s 2021 Equity Incentive Plan (the “Plan”) as an Unrestricted Stock Award (as defined in the Plan) and an Award of Options (as such terms are defined in the Plan), respectively.
+Added: The Private Placement closed on March 14, 2024 and the combined gross proceeds from the Private Placement was approximately $ 2.92 million, prior to deducting offering expenses payable by the Company.
+Added: Related Party Participation in Private Placement
+Added: The following Company directors participated in the aforementioned March 2024 private placement as follows:
+Added: (i) Stan Smith purchased 170,940 shares of common stock and warrants to purchase up to 170,940 shares of common stock for an aggregate purchase price of $ 200,000 ;
+Added: (ii) Louie Ngar Yee purchased 170,940 shares of common stock and warrants to purchase up to 170,940 shares of common stock for an aggregate purchase price of $ 200,000 ;
+Added: (iii) Cristian Luput purchased 69,282 shares of common stock and warrants to purchase up to 69,282 shares of common stock for an aggregate purchase price of $ 81,060 ;
+Added: (iv) Steven Chaouki purchased 34,641 shares of common stock and warrants to purchase up to 34,641 shares of common stock for an aggregate purchase price of $ 40,530 and (v) Ramiro Guerrero purchased 6,928 shares of common stock and warrants to purchase up to 6,928 shares of common stock for an aggregate purchase price of $ 8,106 .
+Added: These subsequent events may have a material impact on the Company’s financial position, results of operations, and cash flows in future periods, and they are disclosed here for informational purposes.
+Added: Investors should consider the potential impact of these events on their assessments of the Company’s financial condition and performance.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.