What changed in this filing

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Item 1. Financial Statements

2024-08-09 compared with 2024-05-14 · 227 added, 170 removed, 353 unchanged (53% of the section changed)

7 unchanged sentences

Total current assets

Deferred offering costs

LIABILITIES AND STOCKHOLDERS' EQUITY

7 unchanged sentences

Commitments and contingencies (Note 6)

Stockholders' equity (deficit)

Stockholders' equity

Preferred stock, $ 0.0001 par value, 30,000,000 shares

authorized at March 31, 2024 and December 31, 2023,

authorized at June 30, 2024 and December 31, 2023,

0 shares issued and outstanding

Common stock, $ 0.0001 par value, 70,000,000 shares authorized at

March 31, 2024 and December 31, 2023, 20,581,469 and 16,986,254

shares issued and outstanding at March 31, 2024 and December 31, 2023,

June 30, 2024 and December 31, 2023, 23,737,833 and 16,986,254

shares issued and outstanding at June 30, 2024 and December 31, 2023,

Additional paid-in capital

1 unchanged sentence

Accumulated other comprehensive loss

Total stockholders' equity (deficit)

Total liabilities and stockholders' equity (deficit)

Total stockholders' equity

Total liabilities and stockholders' equity

See the accompanying notes to the unaudited condensed consolidated financial statements.

2 unchanged sentences

Co ndensed Consolidated Statements of Operations

Three Months Ended March 31,

Three Months Ended

Six Months Ended

Operating expenses:

8 unchanged sentences

Change in fair value of warrant liability

Other income, net

Loss on fair value of warrants over proceeds

Other (expense) income, net

Net loss attributable to MAIA

9 unchanged sentences

Three Months Ended

Six Months Ended

Foreign currency translation adjustment

4 unchanged sentences

Condensed Consolidated Statements of Chan ges in Stockholders' Equity (Deficit) (Unaudited)

For the Three Months Ended March 31,

For the Three and Six Months Ended

June 30, 2024

Preferred Stock

12 unchanged sentences

Balance at March 31, 2024

Exercise of stock options

Stock-based compensation expense

Issuance of common shares in connection with At-The-Market financing, net of $ 315,314 of issuance costs

Issuance of common shares in connection with the Private Placement Offering #3, net of $ 5,030 of issuance costs

Issuance of warrants in connection with the Private Placement Offering #3

Exercise of warrants

Reclassification of liability classified warrants to equity

Foreign currency translation adjustment

Balance at June 30, 2024

See the accompanying notes to the unaudited condensed consolidated financial statements.

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)

For the Three Months Ended March 31,

For the Three and Six Months Ended

June 30, 2023

Preferred Stock

8 unchanged sentences

Balance at March 31, 2023

Issuance of restricted stock

Issuance of common shares in connection with follow-on offering, net of $ 1,593,016 of issuance costs

Issuance of warrants to underwriter in connection with follow-on offering

Stock-based compensation expense

Issuance of stock options to satisfy accrued bonus

Foreign currency translation adjustment

Balance at June 30, 2023

See the accompanying notes to the unaudited condensed consolidated financial statements.

2 unchanged sentences

Condensed Consolidated S tatements of Cash Flows

Three Months Ended

Six Months Ended

Cash flows from operating activities:

3 unchanged sentences

Change in fair value of warrant liability

Loss on fair value of warrants over proceeds

Change in operating assets and liabilities:

1 unchanged sentence

Australia research and development incentives receivable

Other receivables

Accounts payable

2 unchanged sentences

Cash flows from financing activities:

Proceeds from exercise of stock options

Deferred offering costs

Proceeds from sale of common stock in follow-on offering

Proceeds from sale of common stock in private placement offering #1

Proceeds from sale of common stock in private placement offering #2

Proceeds from sale of common stock in private placement offering #3

Proceeds from At-The-Market offering

6 unchanged sentences

Supplemental disclosure of cash flow information:

Options issued for accrued bonus

Warrants issued to underwriters in connection with the follow-on offering

Warrants issued in connection with private placement offering #1

Warrants issued in connection with private placement offering #2

Warrants issued in connection with private placement offering #3

See the accompanying notes to the unaudited condensed consolidated financial statements.

9 unchanged sentences

These consolidated financial statements include the accounts of MAIA and its subsidiaries, as follows:

• THIO Therapeutics, Inc.

("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.

Prior to the merger, MAIA owned 93.3 % of the outstanding shares of THIO common stock, which were canceled in connection with the merger.

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.

• DGD Pharmaceuticals Corporation ("DGD"), incorporated in the state of Delaware of April 1, 2019 .

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.

On August 13, 2021, DGD was officially dissolved via a filing of a Certificate of Dissolution with the state of Delaware.

• 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.

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.

3 unchanged sentences

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

To date, the Company has incurred recurring losses, negative cash flow from operations and has accumulated a deficit of $ 72,047,632 from the Company’s inception through March 31, 2024.

As of March 31, 2024, the Company had $ 8,271,449 in cash and cash equivalents and working capital of approximately $ 3,792,234 .

To date, the Company has incurred recurring losses, negative cash flow from operations and has accumulated a deficit of $ 80,926,908 from the Company’s inception through June 30, 2024.

As of June 30, 2024, the Company had $ 11,579,391 in cash and cash equivalents and working capital of approximately $ 8,505,733 .

To meet the Company’s future working capital needs, the Company will need to raise additional equity or enter into debt financing.

8 unchanged sentences

however, the Company believes that the disclosures are adequate to make the information presented not misleading.

These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed on March 21, 2024.

The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited financial statements.

The condensed consolidated balance sheet as of December 31, 2023 was derived from such audited financial statements.

In the opinion of management, all adjustments, consisting of only normal recurring adjustments that are necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, have been made.

8 unchanged sentences

The preparation of the Company’s unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

The most significant estimates in the Company’s financial statements relate to the valuation of common stock, stock options and warrants, the embedded features in convertible notes, and accruals for outsourced research and development activities.

The most significant estimates in the Company’s financial statements relate to the valuation of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”), stock options and warrants, the embedded features in convertible notes, and 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.

3 unchanged sentences

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.

The Company is subject to risks that are common to companies in the pharmaceutical industry, including, but not limited to, the 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

4 unchanged sentences

Cash accounts are maintained at financial institutions that potentially subject the Company to concentrations of credit risk.

At March 31, 2024 and December 31, 2023 , substantially all of the Company’s cash was deposited in accounts at two financial institutions.

As of June 30, 2024 and December 31, 2023 , substantially all of the Company’s cash was deposited in accounts at two financial institutions.

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.

1 unchanged sentence

The Company considers all highly liquid investments purchased with maturities of three months or less to be cash equivalents.

As of March 31, 2024 and December 31, 2023 cash includes cash in a depository bank accounts.

The Company had no cash equivalents as of March 31, 2024 or December 31, 2023 .

As of June 30, 2024 and December 31, 2023 , cash includes cash in depository bank accounts.

The Company had no cash equivalents as of June 30, 2024 or December 31, 2023 .

Fair Value Measurements

8 unchanged sentences

These valuations require significant judgment.

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the three months ended March 31, 2024, and as of and during the twelve months ended December 31, 2023.

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the six months ended June 30, 2024, and as of and during the twelve months ended December 31, 2023.

The carrying amount of accounts payable approximated fair value, as they are short term in nature.

The fair value of warrants issued for services is estimated based on the Black-Scholes-Merton model during the three months ended March 31, 2024 .

The fair value of warrants issued for services is estimated based on the Black-Scholes-Merton model during the six months ended June 30, 2024 .

The estimated fair value of warrants issued to underwriters represented Level 3 measurements.

10 unchanged sentences

The Company periodically confirms the accuracy of its estimates with the service providers and makes adjustments if necessary.

The 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.

The estimates in the Company’s accrued research and development expenses are related to

expenses incurred with respect to contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and other vendors in connection with research and development and manufacturing activities.

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.

24 unchanged sentences

Therefore, the expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term.

Due to the lack of company specific historical and implied volatility data, the estimate of expected volatility is primarily based on the historical volatility of a group of similar companies that are publicly traded.

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.

Due to the lack of company specific

historical and implied volatility data, the estimate of expected volatility is primarily based on the historical volatility of a group of similar companies that are publicly traded.

For these analyses, companies with comparable characteristics, 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, are selected.

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.

2 unchanged sentences

The Company has not paid, and does not anticipate paying, cash dividends on shares of its Common Stock.

Prior to the initial public offering (IPO) in order to estimate the fair value of shares of the common stock, the Company's board of directors considered, among other things, sales of common stock to third party investors and valuations of common stock, business, financial condition and results of operations, including related industry trends affecting operations;

Prior to the Company’s initial public offering (“IPO”) in order to estimate the fair value of shares of the Common Stock, the Company's board of directors considered, among other things, sales of Common Stock to third party investors and valuations of Common Stock, business, financial condition and results of operations, including related industry trends affecting operations;

the likelihood of achieving a liquidity event, such as an initial public offering, or sale, given prevailing market conditions;

2 unchanged sentences

and global economic and capital market conditions.

During the three months ended March 31, 2024 , 12,500 restricted shares of common stock were issued for consulting services.

There were no issuances of restricted stock awards during the three months ended March 31, 2023.

During the six months ended June 30, 2024 , 12,500 restricted shares of Common Stock were issued for consulting services.

During the six months ended June 30, 2023 , 137,021 restricted shares of Common Stock were issued for consulting services.

The fair value of restricted stock awards is based on the Common Stock price.

2 unchanged sentences

The Company accounts for Common Stock warrants as either equity instruments or as liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), depending on the specific terms of the warrant agreement.

When warrants are issued for services provided by 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.

When warrants are issued for services provided by non-employees, under ASC 718, Compensation – Stock Compensation (“ASC 718”), the warrants shall be classified as a liability if:

(i) the underlying shares are classified as liabilities;

or (ii) 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.

7 unchanged sentences

The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.

Deferred Offering Costs

Deferred offering costs are included in other assets and consist of legal, accounting, underwriting fees and other costs.

There are no deferred offering costs as of the December 31, 2023 balance sheet date.

Deferred offering costs incurred through the March 31, 2024 balance sheet are directly related to at-the-market offering and will be charged to additional paid-in capital upon the completion of the offering.

Net Loss Per Share

1 unchanged sentence

Diluted net loss per share is calculated by adjusting the weighted-average number of shares outstanding for the dilutive effect of Common Stock equivalents outstanding for the period, determined using the treasury-stock method.

Diluted loss per share excludes, when applicable, the potential impact of stock options, unvested shares of restricted stock awards, and common stock warrants because their effect would be anti-dilutive due to our net loss.

Diluted loss per share excludes, when applicable, the potential impact of stock options, unvested shares of restricted stock awards, and common

stock warrants because their effect would be anti-dilutive due to our net loss.

Gains on warrant liabilities are only considered dilutive when the average market price of the Common Stock during the period exceeds the exercise price of the warrants.

1 unchanged sentence

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:

Three Months Ended

Six Months Ended

Shares issuable upon exercise of stock options

1 unchanged sentence

Recent Accounting Standards

In November 2023, the FASB issued ASU No.

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.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures (“ASU No.

2023-07”), 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.

2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024.

Early adoption is permitted, and the amendments should be

applied retrospectively.

We do not expect the amendments in this ASU to have a material impact on our consolidated financial statements.

Early adoption is permitted, and the amendments should be applied retrospectively.

We do not expect the amendments in ASU No.

2023-07 to have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU No.

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.

2023-09, Improvements to Income Tax Disclosures (“ASU No.

2023-09”), 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.

2023-09 is effective for fiscal years beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option.

Early adoption is permitted.

We do not expect the amendments in this ASU to have a material impact on our consolidated financial statements.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies and are adopted by the Company as of the specified effective date.

We do not expect the amendments in ASU No.

2023-09 to have a material impact on our consolidated financial statements.

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.

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.

3 unchanged sentences

RELATED PARTY TRANSACTIONS

Certain of our directors and executive officers previously adopted written plans, known as Rule 10b5-1 plans, in which they have contracted with a broker to buy shares of our common stock on a periodic basis.

Each of these plans have expired as of the date of this Report.

Our directors and executive officers may also adopt future Rule 10b5-1 plans in which they contract with a broker to buy or sell shares of our common stock on a periodic basis.

Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from the director or officer.

Certain of our directors and executive officers previously adopted written plans, known as Rule 10b5-1 plans, in which they contracted with a broker to buy shares of our Common Stock on a periodic basis.

Each of these plans have expired as of the date of this Quarterly Report.

Our directors and executive officers may, in the future, adopt Rule 10b5-1 plans in which they contract with a broker to buy or sell shares of our Common Stock on a periodic basis.

Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer at the time was entered into, without further direction from the director or officer.

The director or officer may amend or terminate the plan in limited circumstances.

5 unchanged sentences

(iii) Cristian Luput purchased 69,282 shares of our Common Stock and warrants to purchase up to 69,282 shares of our Common Stock for an aggregate purchase price of $ 81,060 ;

(iv) Steven Chaouki purchased 34,641 shares of our common stock and warrants to purchase up to 34,641 shares of our common stock for an aggregate purchase price of $ 40,530 and (v) Ramiro Guerrero purchased 6,928 shares of our common stock and warrants to purchase up to 6,928 shares of our common stock for an aggregate purchase price of $ 8,106 .

(iv) Steven Chaouki purchased 34,641 shares of our Common Stock and warrants to purchase up to 34,641 shares of our Common Stock for an aggregate purchase price of $ 40,530 ;

and (v) Ramiro Guerrero purchased 6,928 shares of our Common Stock and warrants to purchase up to 6,928 shares of our Common Stock for an aggregate purchase price of $ 8,106 .

The following Company directors participated in the April 2024 private placement as follows:

(i) Stan Smith purchased 147,492 shares of our Common Stock and warrants to purchase up to 147,492 shares of our Common Stock for an aggregate purchase price of $ 300,000 ;

(ii) Louie Ngar Yee purchased 19,665 shares of our Common Stock and warrants to purchase up to 19,665 shares of our Common Stock for an aggregate purchase price of $ 40,000 .

ACCRUED EXPENSES

As of March 31, 2024 and December 31, 2023 accrued expenses consisted of the following:

As of June 30, 2024 and December 31, 2023 accrued expenses consisted of the following:

Professional fees

9 unchanged sentences

Total liabilities

Fair value at March 31, 2024

Fair value at June 30, 2024

Warrant liability

2 unchanged sentences

Three Months Ended

Six Months Ended

Warrant liabilities:

1 unchanged sentence

Issuance of warrants

Exercises of warrants

Amendments of warrants

Loss (Gain) on fair value of warrant liability

1 unchanged sentence

STOCKHOLDERS’ EQUITY

Upon the closing of the Company’s initial public offering, the Company’s shareholders agreement terminated pursuant to its terms.

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”).

Upon the closing of the Company’s IPO, the Company’s shareholders agreement terminated pursuant to its terms.

In connection with the closing of the IPO, 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.

2 unchanged sentences

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.

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.

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 (the “Securities Act”).

Effective March 25, 2024, the Company filed a prospectus supplement to amend, supplement and supersede certain information contained in the earlier prospectus and prospectus supplement, which increased the number of Shares the Company may offer and sell under the ATM Agreement to an aggregate offering price of up to $ 4,950,000 , from time to time.

Effective May 15, 2024, the Company filed a prospectus supplement to amend, supplement and supersede certain information contained in the earlier prospectus and prospectus supplement, which increased the number of Shares the Company may offer and sell under the ATM Agreement to an aggregate offering price of up to $ 11,280,000 from time to time.

The Company will pay Wainwright a commission rate equal to 3.0 % of the aggregate gross proceeds from each sale of Shares.

As of March 24, 2024, 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 $ 745,251 .

As of June 30, 2024, the Company sold 2,522,876 shares of Common Stock at an average price of approximately $ 3.12 per share, resulting in aggregate gross proceeds of approximately $ 7,862,228 , for which it paid Wainwright approximately $ 235,867 in commissions.

The Company anticipates that the at-the-market offering will continue throughout the next reporting period.

Share Repurchase Program

On September 28, 2023, the Company announced that its board of directors approved a share repurchase program pursuant to which the Company may repurchase up to $ 800,000 of the Company’s issued and outstanding shares of Common Stock, par value $ 0.0001 per share, through September 2024 .

The Company expects to fund repurchases by using cash on hand and expected cash flow to be generated in the future.

As of March 31, 2024 no shares have been repurchased.

The Company expects to fund repurchases by using cash on hand and cash flow expected to be generated in the future.

As of June 30, 2024 no shares have been repurchased under the program.

Private Placement

On March 14, 2024, the Company issued and sold 2,496,318 shares of its common stock and warrants to purchase 2,496,318 shares of its common stock in a private placement to certain accredited investors and Company directors pursuant to securities purchase agreements dated March 25, 2024 at a price per share of $ 1.17 for which the Company received gross proceeds of approximately $ 2.92 million.

The warrants are exercisable at a price per share of $ 1.30 , are exercisable commencing six months following issuance, and have a term of five year from the initial exercise date.

The securities sold to Company directors participating in the private placement were issued pursuant to the Company’s 2021 Equity Incentive Plan.

On March 28, 2024, the Company issued and sold (i) 578,643 shares of its common stock, and (ii) warrants to purchase up to 578,643 shares of its common stock, to accredited investors pursuant to securities purchase agreements dated March 25, 20241 at a price per share of $ 2.295 for which the Company received gross proceeds of approximately $ 1.33 million.

The warrants are exercisable at a price per share of $ 2.55 , are exercisable commencing six months following issuance, and have a term of five years from the initial exercise date.

On March 14, 2024, the Company issued and sold 2,496,318 shares of its Common Stock and warrants to purchase 2,496,318 shares of its Common Stock in a private placement to certain accredited investors and Company directors pursuant to securities purchase agreements dated March 11, 2024 at a price per share of $ 1.17 for which the

Company received gross proceeds of approximately $ 2.92 million.

The warrants are exercisable at a price per share of $ 1.30 , are exercisable commencing six months following issuance, have a term of five years from the initial exercise date, and expiring on September 14, 2029 .

The securities sold to Company directors participating in the private placement were issued pursuant to the MAIA Biotechnology, Inc.

2021 Equity Incentive Plan (the “MAIA 2021 Plan”).

On March 28, 2024, the Company issued and sold 578,643 shares of its Common Stock and warrants to purchase 578,643 shares of its Common Stock in a private placement to certain accredited investors pursuant to securities purchase agreements dated March 25, 2024 at a price per share of $ 2.295 for which the Company received gross proceeds of approximately $ 1.33 million.

The warrants are exercisable at a price per share of $ 2.55 , are exercisable commencing six months following issuance, and have a term of five years from the initial exercise date, expiring on September 28, 2029 .

On April 25, 2024, the Company issued and sold 494,096 shares of its Common Stock and warrants to purchase 494,096 shares of its Common Stock in a private placement to certain accredited investors and Company directors pursuant to securities purchase agreements dated April 22, 2024 at a price per share of $ 2.034 for which the Company received gross proceeds of approximately $ 1.0 million.

The warrants are exercisable at a price per share of $ 2.26 , are exercisable commencing six months following issuance, have a term of five years from the initial exercise date, and expiring on October 25, 2029 .

The securities sold to Company directors participating in the private placement were issued pursuant to the MAIA 2021 Plan.

MAIA Biotechnology, Inc.

Restricted Stock Awards

During the three months ended March 31, 2023 , the company expensed $ 164,070 to consulting for investor relations related to the grant of 40,500 restricted shares of common stock.

There were no unvested restricted shares as of March 31, 2023.

During the three months ended March 31, 2024 , the company expensed $ 11,500 to consulting expense related to the grant of 12,500 restricted shares of common stock.

There are no unvested restricted shares as of March 31, 2024.

During the six months ended June 30, 2024 , the Company expensed $ 11,500 to consulting expense for investor relations related to the grant of 12,500 restricted shares of Common Stock.

There are no unvested restricted shares as of June 30, 2024.

During the six months ended June 30, 2023 , the Company expensed $ 488,331 to consulting for investor relations related to the grant of 137,021 restricted shares of Common Stock.

There were no unvested restricted shares as of June 30, 2023.

MAIA Stock Warrants

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”).

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.

On August 3, concurrently with the full exercise of the Underwriter’s over-allotment option, the Company issued additional Representative’s 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.

Concurrently with the closing of the IPO, 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”).

The Representative’s Warrants were exercisable beginning on January 23, 2023 , and expire on July 27, 2027 , pursuant to their terms and conditions.

On August 3, 2023, concurrently with the full exercise of the representative’s over-allotment option, the Company issued additional Representative’s 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.

The Representative’s Warrants are not indexed to the Company’s own stock and therefore meet the definition of a derivative liability.

The Representative’s 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 March 31, 2024 and December 31, 2023 the Company remeasured the warrant liability resulting in a value of $ 112,878 and $ 40,211 respectively.

The loss on remeasurement of the warrant liability in the amount of $ 72,666 was included in other expense for the three months ended March 31, 2024.

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.

The warrants were exercisable beginning on November 10, 2023 , and expire on November 10, 2027 , pursuant to the terms and conditions of the warrants.

The Representative’s Warrants are liability classified instruments and were initially recorded at a value of $ 343,735 , which was 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 June 30, 2024 and December 31, 2023, the Company remeasured the warrant liability resulting in a value of $ 209,609 and $ 40,211 respectively.

The loss on remeasurement of the warrant liability in the amount of $ 96,732 and $ 169,398 was included in other expense for the three and six months ended June 30, 2024 , respectively.

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 (“Alumni”), at an exercise price of $ 2.09 per share.

The warrants were exercisable beginning on November 10, 2023 , and expire on November 10, 2027 , pursuant to their terms and conditions.

The warrants are not indexed to the Company’s own stock and therefore meet the definition of a derivative liability.

On November 13, 2023, 131,578 warrant shares vested in accordance with the terms.

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 %.

The warrants are liability classified instruments and were initially recorded at a value of $ 84,251 , which was 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 %.

Laidlaw & Company Ltd.

acted as the financial advisor to the Company in connection with the warrant and were paid a cash fee of $ 13,750 .

As of March 31, 2024 and December 31, 2023 the Company remeasured the warrant liability resulting in a value of $ 199,902 and $ 84,251 respectively.

The loss on remeasurement of the warrant liability in the amount of $ 115,651 is included in other expense for the three months ended March 31, 2024.

On November 17, 2023, the Company issued warrants concurrently with the Company’s registered direct offering to purchase an aggregate of up to 2,424,243 shares of its common stock to the investors in the registered direct offering, at an exercise price of $ 1.86 per share (subject to customary adjustments as set forth in the Warrants), are exercisable six months following issuance and will have a term of five years from the initial exercise date.

The warrants were exercised on May 22, 2024 in a cashless exercise and Alumni was issued 54,976 shares of Common Stock.

The Company remeasured the warrant liability at the time of the exercise resulting in a value of $ 375,705 .

The loss on remeasurement at the time of exercise of the warrant liability

from December 31, 2023 to May 22, 2024 in the amount of $ 175,803 and $ 291,454 was included in other expense for the three and six months ended June 30, 2024, respectively.

On the date of exercise, the warrant liability was removed to reflect the warrants being exercised and equity was increased by the value of $ 375,705 .

On November 17, 2023, the Company issued warrants concurrently with the Company’s registered direct offering to purchase an aggregate of up to 2,424,243 shares of its Common Stock to the investors in the registered direct offering at an exercise price of $ 1.86 per share (subject to customary adjustments as set forth in the warrants).

The warrants are exercisable six months following issuance and will have a term of five years from the initial exercise date.

The warrants contain customary anti-dilution adjustments to the exercise price, including for share splits, share dividends, rights offerings and pro rata distributions.

The warrants are not indexed to the Company’s own stock and therefore meet the definition of a derivative liability.

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 %.

As of March 31, 2024 and December 31, 2023 the Company remeasured the warrant liability resulting in a value of $ 4,211,746 and $ 1,903,915 respectively.

The loss on remeasurement of the warrant liability in the amount of $ 2,307,832 is included in other expense for the three months ended March 31, 2024.

The warrants were not indexed to the Company’s own stock and therefore met the definition of a derivative liability.

The warrants were liability classified instruments and were initially recorded at a value of $ 1,903,915 , which was 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 %.

During the six months ended June 30, 2024, 909,091 warrants were exercised on various dates in cashless exercises and the investor was issued 458,726 shares of Common Stock.

The Company remeasured the warrant liability of the exercised warrants at the time of the exercise resulting in a value of $ 2,815,970 .

The loss on remeasurement of the warrants exercised of the warrant liability from December 31, 2023 to the date of exercise in the amount of $ 2,102,002 was included in other expense for the three months and for the six months ended June 30, 2024.

On the date of exercise, the warrant liability for the exercised warrants was removed and equity was increased by the value of $ 2,815,970 .

As of June 30, 2024, the Company remeasured the remaining warrant liability for the unexercised warrants resulting in a value of $ 4,302,883 .

The loss on remeasurement of the warrant liability in the amount of $ 805,104 and $ 3,112,936 is included in other expense for the three and six months ended June 30, 2024, respectively.

On November 17, 2023, concurrently with the closing of the Company’s registered direct 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.

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.

The warrants are not indexed to the Company’s own stock and therefore meet the definition of a derivative liability.

The warrants are liability classified instruments and were initially recorded as $ 123,811 , 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 %.

As of March 31, 2024 and December 31, 2023 the Company remeasured the warrant liability resulting in a value of $ 280,770 and $ 123,811 respectively.

The loss on remeasurement of the warrant liability in the amount of $ 156,959 is included in other expense for the three months ended March 31, 2024.

These representative’s warrants were exercisable beginning November 15, 2023 , and expire on November 15, 2028 , pursuant to their terms and conditions.

The representative’s warrants are not indexed to the Company’s own stock and therefore meet the definition of a derivative liability.

The representative’s warrants are liability classified instruments and were initially recorded at a value of $ 123,811 , 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 %.

As of June 30, 2024 and December 31, 2023 the Company remeasured the warrant liability resulting in a value of $ 462,475 and $ 123,811 respectively.

The loss on remeasurement of the warrant liability in the amount of $ 181,705 and $ 338,664 is included in other expense for the three and six months ended June 30, 2024, respectively.

Concurrently with the closing of the Company’s private placement on March 14, 2024, the Company issued warrants to purchase an aggregate of up to 2,496,318 shares of its Common Stock to the investors in the private placement, at an exercise price of $ 1.30 per share are exercisable beginning on September 14, 2024 , and expire on September 14, 2029 .

The warrants issued were divided into two groups, warrants issued to outside investors and warrants issued to directors.

The warrants issued to outside investors of 2,043,587 are not indexed to the Company’s own stock and therefore meet the definition of a derivative liability.

The warrants are liability classified instruments and were initially recorded as $ 2,049,600 , which was determined using the Black-Scholes-Merton method using a term of 5.5 years, risk free interest rate of 4.20 % and volatility of 95.0 %.

As of March 31, 2024, the Company

remeasured the warrant liability resulting in a valu e of $ 3,793,921 .

The loss on remeasurement of the warrant liability in the amount of $ 1,744,321 is included in other expense for the three months ended March 31, 2024.

The warrants issued to directors of 452,731 are equity classified instruments and the value of these warrants determined using the Black-Scholes-Merton method was $ 230,685 using a term of 5.5 years, risk free interest rate of 4.20 % and volatility of 95 %.

The warrants issued were divided into two groups:

warrants issued to directors and warrants issued to non-affiliated investors.

The warrants to purchase 452,731 shares of the Company’s Common Stock issued to directors were deemed options issued under the MAIA 2021 Plan and are equity classified instruments, and the value of these warrants determined using the Black-Scholes-Merton method was $ 230,685 using a term of 5.5 years, risk free interest rate of 4.20 % and volatility of 95 %.

The warrants to purchase 2,043,587 share of the Company’s Common Stock issued to non-affiliated investors were not indexed to the Company’s own stock and therefore met the definition of a derivative liability.

The warrants issued to non-affiliated investors were liability classified instruments when issued and were initially recorded at a value of $ 2,049,600 , which was determined using the Black-Scholes-Merton method using a term of 5.5 years, risk free interest rate of 4.20 % and volatility of 95.0 %.

As of June 30, 2024, the Company amended the warrant agreements to adjust them to be indexed to the Company’s own stock, and they were therefore reclassed to equity classified instruments.

When the warrant agreements were amended, the Company remeasured the warrant liability resulting in a final warrant value of $ 5,089,063 .

The loss on the remeasurement of the warrant liability in the amount of $ 1,295,142 and $ 3,039,463 is included in other expense for the three and six months ended June 30, 2024, respectively.

The warrant liability for these warrants was removed and equity was increased by $ 5,089,063 to account for the equity classification.

Concurrently with the closing of the Company’s private placement offering on March 28, 2024, the Company issued warrants to purchase an aggregate of up to 578,643 shares of its Common Stock to the investors in the private placement at an exercise price of $ 2.55 per share.

The warrants are exercisable beginning on September 28, 2024 , and expire on September 28, 2029 .

The warrants are not indexed to the Company’s own stock and therefore meet the definition of a derivative liability.

The warrants are liability classified instruments and were initially recorded as $ 1,190,111 , which was determined using the Black-Scholes-Merton method using a term of 5.5 years, risk free interest rate of 4.20 % and volatility of 95.0 %.

As of March 31, 2024, the Company remeasured the warrant liability resulting in a value of $ 973,980 .

The gain on remeasurement of the warrant liability in the amount of $ 216,131 is included in other expense for the three months ended March 31, 2024.

The warrants were not indexed to the Company’s own stock and therefore meet the definition of a derivative liability.

The warrants were liability classified instruments when issued and were

initially recorded at a value of $ 1,190,111 , which was determined using the Black-Scholes-Merton method using a term of 5.5 years, risk free interest rate of 4.20 % and volatility of 95.0 %.

As of June 30, 2024, the Company amended the warrant agreements related to 437,031 warrants to adjust them to be indexed to the Company’s own stock, and they were therefore reclassed to equity classified instruments.

When the warrants agreements were amended, the Company remeasured the warrant liability resulting in a final warrant value of $ 1,011,562 .

The loss on the remeasurement of the warrant liability in the amount of $ 275,945 and $ 112,708 is included in other expense for the three months ended June 30, 2024 and for the six months ended June 30.

2024, respectively.

The warrant liability for these 437,031 warrants was removed and equity was increased by $ 1,011,562 to account for the equity classification.

The remaining 141,612 warrants remain liability classified instruments and the Company remeasured the warrant liability as of June 30, 2024 for these remaining warrants, resulting in a value of $ 371,671 .

The loss on remeasurement of the warrant liability in the amount of $ 133,308 and $ 80,414 is included in other expense for the three and six months ended June 30, 2024, respectively.

Concurrently with the closing of the Company’s private placement offering on April 25, 2024, the Company issued warrants to purchase an aggregate of up to 494,096 shares of its Common Stock to the investors in the private placement at an exercise price of $ 2.26 per share.

The warrants are exercisable beginning on October 25, 2024 , and expire on October 25, 2029 .

The warrants issued were divided into two groups:

warrants issued to directors and warrants issued to non-affiliated investors.

The warrants to purchase 167,157 shares of the Company’s Common Stock issued to directors were deemed options issued under the MAIA 2021 Plan (as defined below) and are equity classified instruments and the value of these warrants determined using the Black-Scholes-Merton method was $ 346,606 using a term of 5.5 years, risk free interest rate of 4.70 % and volatility of 95 %.

The warrants to purchase 326,939 shares of the Company’s Common Stock issued to non-affiliated investors were not indexed to the Company’s own stock and therefore met the definition of a derivative liability.

The warrants were liability classified instruments when issued and were initially recorded at a value of $ 677,919 , which was determined using the Black-Scholes-Merton method using a term of 5.5 years, risk free interest rate of 4.70 % and volatility of 95.0 %.

As of June 30, 2024, the Company amended these warrant agreements to adjust them to be indexed to the Company’s own stock, and they were therefore reclassed to equity classified instruments.

When the warrant agreements were amended, the Company remeasured the warrant liability resulting in a final warrant value of $ 769,671 .

The loss on the remeasurement of the warrant liability in the amount of $ 91,752 is included in other expense for the three and six months ended June 30, 2024, respectively.

The warrant liability for these warrants were removed and equity was increased by $ 769,671 to account for the equity classification.

Balance at January 1, 2024

Balance at March 31, 2024

Balance at June 30, 2024

MAIA Biotechnology, Inc.

Stock Award Plans

Stock Option and Equity Incentive Plans

In 2018, the Company adopted the MAIA Biotechnology, Inc.

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MAIAs board of directors administers the MAIA 2018 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 th e 1,924,500 options outstanding in the plan as of March 31, 2024.

The terms of the MAIA 2018 Plan continue to govern th e 1,850,630 options outstanding under the plan as of June 30, 2024.

In 2020, the Company adopted the MAIA Biotechnology, Inc.

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The MAIA 2020 Plan permitted awards to take the form of stock options, restricted stock and restricted stock units.

The terms of the MAIA 2020 Plan continue to govern the 3,532,125 o ptions outstanding in the plan as of March 31, 2024 .

There are no shares reserved for future issuance in the MAIA 2018 Plan or the MAIA 2020 Plan.

On August 1, 2022 the Company approved the MAIA Biotechnology, Inc.

2021 Equity Incentive Plan (the “MAIA 2021 Plan’’) with 1,909,518 shares of common stock reserved for issuance.

On May 25, 2023 the MAIA 2021 Plan was amended to include an automatic increase to the plan in the 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”);

The terms of the MAIA 2020 Plan continue to govern the 3,503,589 options outstanding in the plan as of June 30, 2024 .

There are no shares reserved for future issuance under the MAIA 2018 Plan or the MAIA 2020 Plan.

On August 1, 2022 the Company approved MAIA 2021 Plan with 1,909,518 shares of Common Stock reserved for issuance.

On May 25, 2023 the MAIA 2021 Plan was amended to include an automatic increase to the plan in the amount equal to 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”);

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.

1 unchanged sentence

The amount reserved for issuance under the MAIA 2021 Plan increased by 2,838,668 based on the fully diluted shares outstanding as of December 31, 202 3.

As of March 31, 2024 there are 4,098,243 shares of common stock available for future issuance under the MAIA 2021 Plan and 2,604,353 options are outstanding in the MAIA 2021 Plan.

As of June 30, 2024 , there are 2,567,779 shares of Common Stock available for future issuance under the MAIA 2021 Plan and 3,968,229 options are outstanding under the MAIA 2021 Plan.

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 .

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 .

Outstanding options awarded under the MAIA 2021 Plan may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal.

4 unchanged sentences

Certain clauses in the Plans also govern the Company’s exercise repurchase rights and various other features of awards granted under the plans.

As of March 31, 2024, only stock options 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 for the three months ended March 31, 2024:

As of June 30, 2024, only stock options have been awarded pursuant to the MAIA stock option and equity incentive plans.

The following table summarizes the activity and information regarding MAIA’s outstanding and exercisable options for the six months ended June 30, 2024:

Options Outstanding

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Cancelled/forfeited

Balance at March 31, 2024

Options exercisable at March 31, 2024

The value of option grants is calculated using the Black-Scholes-Merton option pricing model with the following assumptions for options granted during the three months ended March 31, 2024 and 2023:

Balance at June 30, 2024

Options exercisable at June 30, 2024

The value of option grants is calculated using the Black-Scholes-Merton option pricing model with the following assumptions for options granted during the six months ended June 30, 2024 and 2023:

Risk-free interest rate

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Expected dividend yield

The weighted-average grant date fair value of stock options issued during the three months ended March 31, 2024 and 2023 was $ 1.42 and $ 3.27 , respectively.

As of March 31, 2024, the total unrecognized compensation related to unvested employee and non-employee stock option awards granted was $ 2,080,928 , which the Company expects to recognize over a weighted average period of approximately 3.2 years.

The weighted-average grant date fair value of stock options issued during the six months ended June 30, 2024 and 2023 was $ 2.41 and $ 3.26 , respectively.

As of June 30, 2024, the total unrecognized compensation related to unvested employee and non-employee stock option awards granted was $ 3,221,396 , which the Company expects to recognize over a weighted average period of approximately 2.2 years.

Stock based compensation related to the Company’s stock plans are as follows:

Three Months Ended

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

General and administrative

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Patent Licensing, Sponsored Research, and Patent & Technology Agreements

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.

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.

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.

L2264 – MAIA Biotechnology” with the University of Texas Southwestern (“UTSW”) to license patent families for a specific compound (“THIO”) from UTSW to MAIA (the “UTSW Agreement”).

The UTSW Agreement, as amended, has a term of 20 years.

The agreement requires MAIA to reimburse UTSW for agreed-upon expenses related to THIO.

The agreement requires certain payments upon assignment of the license to a third party as well as upon reaching specific milestones, ranging between $ 1,000,000 and $ 50,000,000 , not to exceed a combined milestone payment total of $ 112,000,000 .

As of March 31, 2024, n o assignment has occurred and none of the defined milestones have been completed and therefore no payments a re due to UTSW related to the milestones.

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.

The UTSW Agreement requires certain payments upon assignment of the license to a third party as well as upon reaching specific milestones, ranging between $ 1,000,000 and $ 50,000,000 , not to exceed a combined milestone payment total of $ 112,000,000 .

As of June 30, 2024, n o assignment has occurred and none of the defined milestones have been completed and therefore no payments a re due to UTSW related to the milestones.

The UTSW Agreement requires royalties MAIA to make royalty payments of :

(i) 2 - 4 % (depending on THIO reaching specified sales levels in the respective jurisdictions) on net sales up to $1,000,000,000;

and (ii) 2.5 - 5 % on net sales above $1,000,000,000.

Also in December 2020, the Company entered into a second license agreement with UTSW titled “Patent and Technology License Agreement AGT.

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.

As of March 31, 2024, no assignment has occurred and none of the defined milestones have been completed and therefore no payments are d ue to UTSW related to the milestones.

The Company will also pay UTSW running royalties on a yearly basis as a percentage of Net Sales of the Company or its sublicensee.

There are single digit royalty rates for licensed products and licensed services covered by a Valid Claim (as defined in the agreement) and dependent on whether Net Sales are greater than or less than/equal to $1,000,000,000, with Net Sales above that amount commanding a slightly higher percentage.

L3648 — MAIA Biotechnology” pursuant to which UTSW is licensing an additional compound to MAIA (the “UTSW2 Agreement”).

The UTSW2 Agreement has a term of 20 years and requires the Company to reimburse UTSW for certain agreed-upon expenses.

The UTSW2 Agreement requires certain payments upon assignment of the license to a third party as well as upon reaching specific milestones, ranging between $ 1,000,000 and $ 50,000,000 , not to exceed a combined milestone payment total of $ 112,000,000 .

As of June 30, 2024, no assignment has occurred and none of the defined milestones have been completed and therefore no payments are d ue to UTSW related to the milestones.

The UTSW2 Agreement requires MAIA to make royalty payments of:

(i) 2 - 4 % (depending on THIO reaching specified sales levels in the respective jurisdictions) on net sales up to $1,000,000,000;

(ii) and 2.5 - 5 % on net sales above $1,000,000,000.

The Company will also pay UTSW running royalties on a yearly basis as a percentage of Net Sales (as defined in the UTSW2 Agreement) of the Company or its sublicensee.

There are single digit royalty rates for licensed products and licensed services covered by a Valid Claim (as defined in the UTSW2 Agreement) and dependent on whether Net Sales are greater than or less than/equal to $1,000,000,000, with Net Sales above that amount commanding a slightly higher percentage.

In each case, the royalty percentage is lower before patent issuance in each jurisdiction.

In the event that the licensed product or licensed service is not covered by a Valid Claim, the running royalty rates are reduced by fifty percent (50%).

The royalty obligations continue on a country-by-country basis until the later of expiration of the last Valid Claim in each country or ten ( 10 ) years after the First Commercial Sale (as defined in UTSW2 Agreement) in each country.

Regeneron – In February 2021, the Company reached an agreement with Regeneron Pharmaceuticals, Inc.

In the event that the licensed product or licensed service is not covered by a Valid Claim, the running royalty rates are reduced by 50%.

The royalty obligations continue on a country-by-country basis until the later of expiration of the last Valid Claim in each country or 10 years after the First Commercial Sale (as defined in UTSW2 Agreement) in each country.

In February 2021, the Company entered into a Drug Supply Agreement (the “Drug Supply Agreement”) with Regeneron Pharmaceuticals, Inc.

(“Regeneron”) to perform one clinical trial for the treatment of patients with Non-Small Cell Lung Cancer (NSCLC) involving a Regeneron drug candidate that utilizes one of the Company’s compounds/agents.

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The overall term of the agreement is for five years unless earlier terminated for certain reasons as defined in the agreement.

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.

Either party may terminate a study plan in the event that patient screening for the clinical study does not commence within 12 months after:

(i) the Effective Date (as defined in the Drug Supply Agreement), with respect to the initial study;

or (ii) the execution of the applicable study plan, with respect to each other study.

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.

As of March 31, 2024 neither party has terminated the agreement.

As of June 30, 2024 , neither party has terminated the agreement.

The Company provides for income taxes using the asset and liability approach.

2 unchanged sentences

The issuance of shares in connection with the Company’s IPO, as well as prior share issuances, may result in limitations on the utilization of the Company’s net operating loss carryforwards under IRS section 382.

As of March 31, 2024, and December 31, 2023, the Company had a full valuation allowance against its deferred tax assets.

For the three months ended March 31, 2024 and 2023 , the Company recorded zero income tax expense.

No tax benefit has been recorded in relation to the pre-tax losses for the three months ended March 31, 2024 , due to full valuation allowance to offset any deferred tax assets.

As of June 30, 2024, and December 31, 2023, the Company had a full valuation allowance against its deferred tax assets.

For the six months ended June 30, 2024 and 2023 , the Company recorded zero income tax expense.

No tax benefit has been recorded in relation to the pre-tax losses for the six months ended June 30, 2024, due to full valuation allowance to offset any deferred tax assets.

SUBSEQUENT EVENTS

Issuance of Options

From April 1 to May 14, 2024, the Company issued 648,263 options at a weighted exercise price of $ 2.94 to employees and consultants.

On May 10, 2024, the Company issued 4,678 shares of Common Stock upon exercise of an existing warrant on a net-exercise basis.

These shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) and/or 3(a)(9) of the Securities Act of 1933, as amended.

From July 1 to August 9, 2024, the Company issued 5,890 options at a weighted exercise price of $ 3.77 to consultants.

Issuance of Common Stock

On July 15, 2024, the Company issued 16,773 shares of Common Stock upon exercise of existing stock options.

At-The-Market Offering with H.C.

On February 14, 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C.

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.

On February 14, 2024, the Company entered into an ATM Agreement with Wainwright , to sell 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.

The Company will pay Wainwright a commission rate equal to 3.0 % of the aggregate gross proceeds from each sale of Shares.

Effective March 25, 2024, the Company filed a prospectus supplement to amend, supplement and supersede certain information contained in the earlier prospectus and prospectus supplement, which increased the number of Shares the Company may offer and sell under the ATM Agre ement to an aggregate offering price of up to $ 4,950,000, from time to time.

Since April 1, 2024, the Company has sold 748,808 shares of its common stock at an average price of $ 3.03 per share, resulting in aggregate gross proceeds of approximately $ 2,265,162 .

As of June 30, 2024, the Company has sold 2,522,876 shares of Common Stock at an average price of approximately $ 3.12 per share, resulting in aggregate

gross proceeds of approximately $ 7,862,228 , for which it paid Wainwright approximately $ 235,867 in commissions.

Since July 1, 2024 , the Company has sold 152,606 shares of its Common Stock at an average price of approximately $ 3.78 per share, resulting in aggregate gross proceeds of approximately $ 576,996 , for which it paid Wainwright approximately $ 17,310 in commissions.

The Company anticipates that the at-the-market offering will continue throughout the next reporting period.

Private Placement

On April 25, 2024, the Company issued and sold 494,096 shares of its common stock and warrants to purchase 494,096 shares of its common stock in a private placement to certain accredited investors and Company directors pursuant to securities purchase agreements dated April 22, 2024 at a price per share of $ 2.034 for which the Company received gross proceeds of approximately $ 1.0 million.

The warrants are exercisable at a price per share of $ 2.26 , are exercisable commencing six months following issuance, and have a term of five year from the initial exercise date.

The securities sold to Company directors participating in the private placement were issued pursuant to the Company’s 2021 Equity Incentive Plan.

Related Party Participation in Private Placement

The following Company directors participated in the aforementioned April 2024 private placement as follows:

(i) Stan Smith purchased 147,492 shares of common stock and warrants to purchase up to 147,492 shares of common

stock for an aggregate purchase price of approximately $ 300,000 ;

(ii) Louie Ngar Yee purchased 19,665 shares of common stock and warrants to purchase up to 19,665 shares of common stock for an aggregate purchase price of approximately $ 40,000 .

Amendments to Common Stock Purchase Warrants

On May 11, 2024, the Company entered into amendments to certain of those common stock purchase warrants originally issued on March 14, 2024 with an exercise price of $ 1.30 per share with holders of such warrants to purchase 1,794,882 shares of common stock (out of warrants to purchase an aggregate of 2,043,587 shares of common stock issued to non-affiliated investors on March 14, 2024) to amend and restate the “Fundamental Transaction” adjustment provision in such warrants to facilitate such warrants being accounted for on the Company’s balance sheet as equity in future periods as opposed to a warrant liability.

On May 11, 2024, the Company entered into amendments to certain of those common stock purchase warrants originally issued on March 28, 2024 with an exercise price of $ 2.55 per share with holders of such warrants to purchase 349,886 shares of common stock (out of warrants to purchase an aggregate of 578,643 shares of common stock issued to non-affiliated investors on March 28, 2024) to amend and restate the “Fundamental Transaction” adjustment provision in such warrants to facilitate such warrants being accounted for on the Company’s balance sheet as equity in future periods as opposed to a warrant liability.

On May 11, 2024, the Company entered into amendments to certain of those common stock purchase warrants originally issued on April 25, 2024 with an exercise price of $ 2.26 per share with holders of such warrants to purchase 263,027 shares of common stock (out of warrants to purchase an aggregate of 326,939 shares of common stock issued to non-affiliated investors on April 25, 2024) to amend and restate the “Fundamental Transaction” adjustment provision in such warrants to facilitate such warrants being accounted for on the Company’s balance sheet as equity in future periods as opposed to a warrant liability.

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.

What changed 10-Q

Item 1. Financial Statements