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Item 9A. Controls and Procedures

2026-03-23 compared with 2025-03-21 · 1461 added, 661 removed, 268 unchanged (89% of the section changed)

Controls and Procedures.

Management’s Evaluation of our Disclosure Controls and Procedures

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, 2024, the end of the period covered by this Annual Report.

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.

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.

Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our Chief Executive

Officer and Head of Finance concluded that, as of such date, our disclosure controls and procedures were effective at the

reasonable assurance level.

Management’s Report on Internal Controls Over Financial Reporting

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).

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.

Evaluation of our Disclosure Controls and Procedures

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, 2025, the end of the period covered by this Annual Report.

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.

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.

Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating

the cost-benefit relationship of possible disclosure controls and procedures.

The design of any system of controls also is based in part

upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving

its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or

the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a control system, misstatements

due to error or fraud may occur and not be detected.

Based on the evaluation of our disclosure controls and procedures as of December

31, 2025, our Chief Executive Officer and Head of Finance concluded that, as of such date, our disclosure controls and procedures were

effective at the reasonable assurance level.

Report on Internal Controls Over Financial Reporting

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).

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

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

As of December 31, 2024, 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).

Based on this assessment, management concluded that, as of December 31, 2024, our internal controls over financial reporting were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting

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.

Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to rules of the SEC.

Therefore, even those systems determined

to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

of December 31, 2025, 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).

Based on this assessment, management concluded that, as of December 31, 2025,

our internal controls over financial reporting were effective.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting

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.

Management’s report was not subject to attestation by the company’s registered

public accounting firm pursuant to rules of the SEC.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

The information required by this Item will be set forth in our definitive proxy statement with respect to our 2025 annual

meeting of stockholders to be filed not later than 120 days after the end of the 2024 fiscal year and is incorporated herein by

We have adopted a code of business conduct and ethics that applies to all our employees, officers and directors, including those officers responsible for financial reporting.

information required by this Item will be set forth in our definitive proxy statement with respect to our 2026 annual meeting of stockholders

to be filed not later than 120 days after the end of the 2025 fiscal year and is incorporated herein by reference.

have adopted a code of business conduct and ethics that applies to all our employees, officers and directors, including those officers

responsible for financial reporting.

Our code of business conduct and ethics is available on the investor relations section of our website.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Conduct by posting such information on the website address and location specified above.

We have adopted an insider trading policy applicable to our directors, officers, employees, and other covered persons, and have implemented processes for the company, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE American listing standards.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our

Code of Conduct by posting such information on the website address and location specified above.

have adopted an insider trading policy applicable to our directors, officers, employees, and other covered persons, and have implemented

processes for the company, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations,

and the NYSE American listing standards.

Our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation.

The information required by this Item will be set forth in our definitive proxy statement with respect to our 2025 annual

meeting of stockholders to be filed not later than 120 days after the end of the 2024 fiscal year, and is incorporated herein by

information required by this Item will be set forth in our definitive proxy statement with respect to our 2026 annual meeting of stockholders

to be filed not later than 120 days after the end of the 2025 fiscal year, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this Item will be set forth in our definitive proxy statement with respect to our 2025 annual

meeting of stockholders to be filed not later than 120 days after the end of the 2024 fiscal year, and is incorporated herein by

information required by this Item will be set forth in our definitive proxy statement with respect to our 2026 annual meeting of stockholders

to be filed not later than 120 days after the end of the 2025 fiscal year, and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this Item will be set forth in our definitive proxy statement with respect to our 2025 annual

meeting of stockholders to be filed not later than 120 days after the end of the 2024 fiscal year, and is incorporated herein by

Principal Accounting Fees and Services.

The information required by this Item will be set forth in our definitive proxy statement with respect to our 2025 annual

meeting of stockholders to be filed not later than 120 days after the end of the 2024 fiscal year, and is incorporated herein by

Exhibits, Financial Statement Schedules.

(a)(1) Financial Statements.

The consolidated financial statements required by this item are submitted in a separate section beginning on page F2 of this Annual Report on Form10-K.

(a)(2) Exhibits.

The exhibits filed as part of this Annual Report on Form 10-K are set forth on the Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K.

information required by this Item will be set forth in our definitive proxy statement with respect to our 2026 annual meeting of stockholders

to be filed not later than 120 days after the end of the 2025 fiscal year, and is incorporated herein by reference.

Principal Accountant Fees and Services.

information required by this Item will be set forth in our definitive proxy statement with respect to our 2026 annual meeting of stockholders

to be filed not later than 120 days after the end of the 2025 fiscal year, and is incorporated herein by reference.

Exhibits and Financial Statement Schedules.

Financial Statements.

consolidated financial statements required by this item are submitted in a separate section beginning on page F-2 of this Annual Report

exhibits filed as part of this Annual Report on Form 10-K are set forth on the Exhibit Index immediately preceding the signature page

of this Annual Report on Form 10-K.

The Exhibit Index is incorporated herein by reference.

Form 10-K Summary

Exhibit Index

At The Market Offering Agreement dated February 14, 2024 between MAIA Biotechnology, Inc.

Wainwright & Co., LLC, filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2024 and incorporated herein by reference.

Underwriting Agreement dated March 7, 2026, by and between MAIA Biotechnology, Inc.

and Konik Capital Partners LLC, filed as Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2026.

Amended and Restated Certificate of Incorporation of MAIA Biotechnology, Inc

Amended and Restated Bylaws of MAIA Biotechnology, Inc.

and Restated Bylaws of MAIA Biotechnology, Inc.

of Amendment to Amended and Restated Certificate of Incorporation of MAIA Biotechnology, Inc., filed as Exhibit 3.1 to the registrant’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2025 and incorporated herein by reference.

Description of Registrant’s Securities.

Form of Representative’s Warrant (Included in Exhibit 10.19)

Form of Warrant

Specimen certificate representing shares of common stock

of Representative’s Warrant (Included in Exhibit 10.19)

certificate representing shares of common stock

Common Stock Purchase Warrant, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2023 and incorporated herein by reference.

14 unchanged sentences

Form of Director Warrant, filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2025.

Form of Investor Warrant, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2025.

Form of Director Warrant, filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2025.

Form of Investor Warrant, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2025.

Form of Director Warrant, filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2025.

Form of Investor Warrant, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2025.

Form of Director Warrant, filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2025.

Form of Investor Warrant, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2025 and incorporated by reference.

Form of Director Warrant, filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2025 and incorporated by reference.

Form of Investor Warrant, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2025 and incorporated by reference.

Form of Director Warrant, filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2025 and incorporated by reference.

Form of Investor Warrant, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2025 and incorporated by reference.

Form of Director Warrant, filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2025 and incorporated by reference.

Form of Investor Warrant, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2025 and incorporated by reference.

Form of Investor Warrant, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2025 and incorporated by reference.

Form of Director Warrant, filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2025 and incorporated by reference.

Form of Indemnification Agreement.

25 unchanged sentences

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.

Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2024 and incorporated herein by reference.

Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2024 and incorporated herein by reference.

Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2024 and incorporated herein by reference.

Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 10, 2024 and incorporated herein by reference.

Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2025 and incorporated herein by reference.

Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2025 and incorporated herein by reference.

Insider Trading Policy

Form of Securities Purchase Agreement, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2024 and incorporated herein by reference.

Form of Securities Purchase Agreement, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 26, 2024 and incorporated herein by reference.

Form of Securities Purchase Agreement, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2024 and incorporated herein by reference.

Form of Securities Purchase Agreement, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2024 and incorporated herein by reference.

Form of Securities Purchase Agreement, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 10, 2024 and incorporated herein by reference.

Form of Securities Purchase Agreement, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2025 and incorporated herein by reference.

Form of Securities Purchase Agreement, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2025 and incorporated herein by reference.

Form of Securities Purchase Agreement, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2025 and incorporated herein by reference.

Form of Securities Purchase Agreement, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2025 and incorporated herein by reference.

Form of Securities Purchase Agreement, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2025 and incorporated herein by reference.

Form of Inducement Letter, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2025 and incorporated herein by reference.

Stock Purchase Agreement dated June 24, 2025 between MAIA Biotechnology, Inc.

and Prevail Partners, LLC, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2025 and incorporated herein by reference.

Form of Inducement Letter, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 18, 2025 and incorporated herein by reference.

Form of Securities Purchase Agreement, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2025 and incorporated herein by reference.

Form of Securities Purchase Agreement, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2025 and incorporated herein by reference.

Form of Securities Purchase Agreement, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2025 and incorporated herein by reference.

Form of Lock-up Agreement, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2026.

Insider Trading Policy filed as Exhibit 19.1 of the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 21, 2025 and incorporated herein by reference.

List of Subsidiaries of the Registrant, filed as Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 21, 2024 and incorporated herein by reference.

Consent of Grant Thornton 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.

Certification of Principal Financial 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.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

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.

Certification

of Principal Financial 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.

Certification

of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Certification

of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of

Clawback Policy, filed as Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 21, 2024 and incorporated herein by reference .

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Policy, filed as Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission

on March 21, 2024 and incorporated herein by reference .

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Filed herewith.

6 unchanged sentences

Indicates management contract or compensatory plan.

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.

March 21, 2025.

MAIA BIOTECHNOLOGY, INC.

/s/ Vlad Vitoc

Chief Executive Officer and Chairman

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Vlad Vitoc

Chairman and Chief Executive Officer

March 21, 2025

(Principal Executive Officer)

/s/ Jeffrey C.

Head of Finance

March 21, 2025

(Principal Financial Officer)

/s/ Steven Chaouki

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.

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.

March 23, 2026.

BIOTECHNOLOGY, INC.

Executive Officer and Chairman

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

and Chief Executive Officer

Executive Officer)

Financial Officer)

Steven Chaouki

/s/ Ramiro Guerrero

March 21, 2025

Ramiro Guerrero

/s/ Louie Ngar Yee

March 21, 2025

Louie Ngar Yee

/s/ Cristian Luput

March 21, 2025

Cristian Luput

March 21, 2025

/s/ Jean-Manassé Theagène

March 21, 2025

Jean-Manassé Theagène

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (Grant Thornton LLP PCAOB ID 248 )

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

MAIA Biotechnology, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of MAIA Biotechnology, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, 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, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

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 $87,234,833 as of December 31, 2024.

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.

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

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

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.

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.

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.

TO CONSOLIDATED FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm (Grant Thornton LLP PCAOB ID 248 )

Balance Sheets

Statements of Operations

Statements of Comprehensive Loss

Statements of Changes in Stockholders’ Equity

Statements of Cash Flows

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

of Directors and Stockholders

Biotechnology, Inc.

on the financial statements

have audited the accompanying consolidated balance sheets of MAIA Biotechnology, Inc.

(a Delaware corporation) and subsidiaries (the

“Company”) as of December 31, 2025 and 2024, 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, 2025, and the related notes

(collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of

its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles

generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

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.

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.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

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.

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.

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.

We believe that our audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2022.

Charlotte, North Carolina

March 21, 2025

MAIA Biotechnology, Inc .

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.

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.

We believe that our audits

provide a reasonable basis for our opinion.

GRANT THORNTON LLP

have served as the Company’s auditor since 2022.

North Carolina

Biotechnology, Inc.

and Subsidiaries

Consolidated Balance Sheets

Balance Sheets

December 31, 2025

December 31, 2024

Current assets:

12 unchanged sentences

Stockholders’ equity (deficit)

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

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

0 shares issued and outstanding

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

December 31, 2024 and December 31, 2023, 26,157,788 and 16,986,254

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

Preferred stock, 0.0001 par value, 30,000,000 shares authorized at December 31, 2025 and December 31, 2024, 0 shares issued and outstanding

Common stock, $ 0.0001 par value, 150,000,000 and 70,000,000 shares authorized at December 31, 2025 and December 31, 2024, 38,624,289 and 26,157,788 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

Accumulated deficit

( 109,631,005 )

( 87,234,833 )

Accumulated other comprehensive loss

1 unchanged sentence

Total liabilities and stockholders’ equity

See the accompanying notes to the consolidated financial statements.

MAIA Biotechnology, Inc.

the accompanying notes to the consolidated financial statements.

Biotechnology, Inc.

and Subsidiaries

Consolidated Statements of Operations

Statements of Operations

Years Ended December 31,

4 unchanged sentences

Loss from operations

( 24,269,686 )

( 16,957,210 )

Other income (expense):

1 unchanged sentence

Interest income

Australian research and development

Australian research and development incentives

Change in fair value of warrant liability

( 6,682,758 )

Loss on fair value of warrants over proceeds

Other income (expense) net:

( 6,297,446 )

$ ( 22,396,172 )

$ ( 23,254,656 )

Net loss per share

Basic and diluted

Weighted average common shares

outstanding basic and diluted

See the accompanying notes to the consolidated financial statements.

MAIA Biotechnology, I nc.

Weighted average common shares outstanding basic and diluted

the accompanying notes to the consolidated financial statements.

Biotechnology, Inc.

and Subsidiaries

Consolidated Statements of Comprehensive Loss

Statements of Comprehensive Loss

Years Ended December 31,

$ ( 22,396,172 )

$ ( 23,254,656 )

Foreign currency translation adjustment

Comprehensive loss

See the accompanying notes to the consolidated financial statements.

MAIA Biote chnology, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

for the Year ended December 31, 2024

$ ( 22,415,785 )

$ ( 23,269,011 )

the accompanying notes to the consolidated financial statements.

Biotechnology, Inc.

Statements of Changes in Stockholders’ Equity

the Year ended December 31, 2025

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Total Stockholders' Equity

Additional Paid-In

Accumulated Other

Comprehensive

Stockholders’

Income (Loss)

Balance at December 31, 2024

$ ( 87,234,833 )

Issuance of restricted stock

5 unchanged sentences

Exercise of warrants

Reclassification of liability classified warrants to equity

Foreign currency translation adjustment

( 22,396,172 )

Balance at December 31, 2025

See the accompanying notes to the consolidated financial statements.

MAIA Biotechnology, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

for the Year ended December 31, 2023

$ 112,053,233

$ ( 109,631,005 )

the accompanying notes to the consolidated financial statements.

Biotechnology, Inc.

Statements of Changes in Stockholders’ Equity

the Year ended December 31, 2024

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Total Stockholders' Equity

Accumulated Other

Comprehensive

Stockholders’

Income (Loss)

Balance at December 31, 2023

Issuance of common shares upon exercise of stock options

$ ( 63,980,177 )

Issuance of restricted stock

Stock-based compensation

Issuance of common shares in connection with At-The-Market financing, net

of $ 428,396 of issuance costs

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

Issuance of stock options to satisfy accrued bonus

Issuance of common shares in connection with direct offering, net of

$ 702,202 of issuance costs

Exercise of stock options

Stock-based compensation expense

Issuance of common shares in connection with At-The-Market financing, net of $ 658,801 of issuance costs

Issuance of common shares in connection with the Private Placement Offerings, net of $ 136,456 of issuance costs

Issuance of warrants in connection with the Private Placement Offerings

Exercise of warrants

Reclassification of liability classified warrants to equity

Foreign currency translation adjustment

( 23,254,656 )

Balance at December 31, 2024

See the accompanying notes to the consolidated financial statements.

MAIA Biotechnology, Inc.

$ ( 87,234,833 )

the accompanying notes to the consolidated financial statements.

Biotechnology, Inc.

and Subsidiaries

Consolidated Statements of Cash Flows

Statements of Cash Flows

Years Ended December 31,

Cash flows from operating activities:

$ ( 22,396,172 )

$ ( 23,254,656 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation

Consulting expense for restricted shares issued

Restricted shares issued for consulting and research expense

Change in fair value of warrant liability

( 1,198,210 )

Loss on fair value of warrants over proceeds

5 unchanged sentences

Net cash used in operating activities

( 18,844,598 )

( 15,704,461 )

Cash flows from financing activities:

Proceeds from exercise of stock options

Proceeds from sale of common stock in follow-on offering

Proceeds from direct offering

Proceeds from exercise of warrants

Proceeds from private placement round 1 2024

3 unchanged sentences

Proceeds from private placement round 5 2024

Proceeds from private placement round 1 2025

Proceeds from private placement round 2 2025

Proceeds from private placement round 3 2025

Proceeds from private placement round 4 2025

Proceeds from private placement round 5 2025

Proceeds from private placement round 6 2025

Proceeds from private placement round 7 2025

Proceeds from private placement

Proceeds from At-The-Market offering

2 unchanged sentences

Net effect of foreign currency exchange on cash

Net increase (decrease) in cash

Net (decrease) increase in cash

Cash at beginning of period

1 unchanged sentence

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 the At-The-Market offering

Warrants issued in connection with the direct offering

Warrants issued to underwriters in connection with the direct offering

Warrants issued with private placement 1 offering

Warrants issued with private placement 2 offering

Warrants issued with private placement 3 offering

Warrants issued with private placement 4 offering

Warrants issued with private placement 5 offering

See the accompanying notes to the consolidated financial statements.

MAIA Biotechnology, In c.

Warrants issued in connection with private placement offering 1 2024

Warrants issued in connection with private placement offering 2 2024

Warrants issued in connection with private placement offering 3 2024

Warrants issued in connection with private placement offering 4 2024

Warrants issued in connection with private placement offering 5 2024

Warrants issued in connection with private placement offering 1 2025

Warrants issued in connection with private placement offering 2 2025

Warrants issued in connection with private placement offering 3 2025

Warrants issued in connection with private placement offering 4 2025

Warrants issued in connection with private placement offering 5 2025

Warrants issued in connection with private placement offering 6 2025

Warrants issued in connection with private placement offering 7 2025

the accompanying notes to the consolidated financial statements.

Biotechnology, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024 and 2023

to Consolidated Financial Statements

the Years Ended December 31, 2025 and 2024

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business, Organization, and Principles of Consolidation

MAIA Biotechnology, Inc.

and Subsidiaries (collectively, “the Company”) is a biopharmaceutical company that develops oncology drug candidates to improve and extend the lives of people with cancer.

of Business, Organization, and Principles of Consolidation

Biotechnology, Inc.

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.

(“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.

(“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.

• 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.

At December 31, 2024 , the Company had working capital of $ 6,322,441 , an accumulated deficit of $ 87,234,833, cash of $ 9,601,298 and current liabilities of $ 3,830,038 .

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.

Going Concern Considerations

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

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 $ 87,234,833 from the Company’s inception through December 31, 2024.

As of December 31, 2024 , the Company had $ 9,601,298 in cash.

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

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.

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.

Impact of the War in Ukraine and War in Israel on Our Operations

The short and long-term implications of war in Ukraine and war in Israel are difficult to predict at this time.

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.

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.

(“MAIA”) was incorporated

in the state of Delaware on August 3, 2018 .

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

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.

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.

December 31, 2025, the Company had working capital of $ 3,865,458 , an accumulated deficit of $ 109,631,005 , cash of $ 8,658,031 and

current liabilities of $ 5,836,398 .

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.

of the War in Ukraine and War in Israel on Our Operations

short and long-term implications of war in Ukraine and war in Israel are difficult to predict at this time.

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.

Because of the highly uncertain and dynamic nature of these events, the Company terminated any planned research

activities in the impacted areas.

of Presentation and Consolidation Principles

accompanying consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

GAAP” or “GAAP”).

You should read the discussion and analysis together with such consolidated financial statements and the related notes thereto.

The consolidated financial statements include the accounts of the Company's wholly owned subsidiaries.

All transactions and accounts between and among its subsidiaries have been eliminated.

All adjustments and disclosures necessary for a fair presentation of these audited consolidated financial statements have been included.

Segment Information

Operating segments are def ined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker ("CODM") in deciding how to allocate resources and assess performance.

The Company and the Company’s chief operating decision-maker, the Company’s Chief Executive Officer, view the Company’s operations and manage its business as a single operating segment, which is the business of discovering and developing products for the treatment of immunotherapies for cancer.

Management has determined that the Company operates in one segment, given the common nature of its operations.

For additional information, see Note 9 - Segment Information.

Use of Estimates

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.

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.

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

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

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.

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

The Company has no significant off-balance sheet risks, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements.

You should read the discussion and analysis together with such consolidated financial statements

and the related notes thereto.

consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries.

All transactions and accounts

between and among its subsidiaries have been eliminated.

All adjustments and disclosures necessary for a fair presentation of these audited

consolidated financial statements have been included.

segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the

chief operating decision-maker (“CODM”) in deciding how to allocate resources and assess performance.

The Company and

the Company’s chief operating decision-maker, the Company’s Chief Executive Officer, view the Company’s operations

and manage its business as a single operating segment, which is the business of discovering and developing products for the

treatment of immunotherapies for cancer.

Segment Assets are reported on the consolidated balance sheets as total assets.

additional information, see Note 9 - Segment Information.

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.

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.

To the extent there are material differences between the estimates and actual results,

the Company’s future results of operations will be affected.

Risks and Uncertainties

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.

Currency Translation

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.

The resulting foreign currency translation adjustment is included in stockholders’ equity

as accumulated other comprehensive loss.

Sheet Risk and Concentrations of Credit Risk

Company has no significant off-balance sheet risks, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements.

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

At December 31, 2024 and 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 of $ 250,000 per financial institution, with a reputable financial institutions.

31, 2025 and 2024, substantially all of the Company’s cash was deposited in accounts at two financial institutions.

maintains its cash deposits, which at times may exceed the federally insured limits of $ 250,000 per financial institution, with a reputable

financial institutions.

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.

As of December 31, 2024 and 2023 , the Company has no cash equivalents as of December 31, 2024 and 2023 .

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.

“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.

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a

To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

• Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets.

• Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

• Level 3 - Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants.

and Cash Equivalents

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

As of December

31, 2025 and 2024, the Company has no cash equivalents.

Value Measurements

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.

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.

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.

As such, fair value is a

market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used

to measure fair value:

1 - Valuations based on quoted prices for identical assets and liabilities in active markets.

2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets

and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active,

or other inputs that are observable or can be corroborated by observable market data.

3 - Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made

by other market participants.

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 years ended December 31, 2024 and 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 model during the years ended December 31, 2024 and 2023 .

The estimated fair value of the warrants issued with the convertible notes, warrants issued to underwriters and embedded features, represented Level 3 measurements.

General and Administrative

General and administrative expenses primarily consist of costs for corporate functions, including payroll and related expenses, depreciation and amortization, rent, outside legal expenses, insurance costs, and other general and administrative costs.

Research and Development

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.

value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of

and during the years ended December 31, 2025 and 2024.

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 model during the years ended December

31, 2025 and 2024.

The estimated fair value of the warrants issued with the convertible notes, warrants issued to underwriters and embedded

features, represented Level 3 measurements.

and Administrative

and administrative expenses primarily consist of costs for corporate functions, including payroll and related expenses, depreciation

and amortization, rent, outside legal expenses, insurance costs, and other general and administrative costs.

and Development

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

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 recorded in prepaid expenses and other current assets in the consolidated balance sheets and are expensed when the activity has been performed or when the goods have been received.

As part of the process of preparing the consolidated financial statements, the Company is required to estimate its prepaid or accrued expenses.

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.

The majority of the Company’s service providers invoice the Company monthly in arrears for services performed or when contractual milestones are met.

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.

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.

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.

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.

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.

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.

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.

Research and Development Incentive

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.

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.

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.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, to determine if such instruments contain features that qualify as embedded derivatives.

Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met.

The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract.

Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations.

The Company has warrant liabilities deemed derivative instruments.

Total warrant liabilities for the years ended December 31, 2024 and December 31, 2023 was $ 2,690,605 and $ 2,152,188 , respectively.

Stock-Based Compensation

The Company records share-based compensation for awards granted to employees, non-employees, and to members of the board of directors based on the grant date fair value of awards issued, and the expense is recorded on a straight-line basis over the requisite service period.

Advance payments for goods and services that will be used in future

research and development activities are recorded in prepaid expenses and other current assets in the consolidated balance sheets and

are expensed when the activity has been performed or when the goods have been received.

part of the process of preparing the consolidated financial statements, the Company is required to estimate its prepaid or accrued expenses.

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.

The majority of the Company’s service providers invoice the Company monthly in arrears

for services performed or when contractual milestones are met.

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.

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

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.

Company bases its expense related to CROs and Contract Manufacturing Organizations (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.

The financial terms of these agreements are subject to negotiation, vary from contract to contract and

may result in uneven payment flows.

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.

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.

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.

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.

and Development Incentive

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.

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.

the program, a percentage of eligible research and development expenses incurred by the Company through its subsidiary in Australia are

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.

Institute of Health (NIH) Grant

Company entered into an agreement with the National Cancer Institute for SBIR grant.

Under the terms of the agreement, the National

Cancer Institute has committed to reimburse the Company up to $ 2,297,863

of qualifying research and development expenses over the three year term of the grant.

The Company’s ability to receive these

funds is contingent upon incurring eligible costs and achieving certain performance objectives.

For additional information, see Note

10 – Government Grants.

Financial Instruments

Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates

all of its financial instruments, to determine if such instruments contain features that qualify as embedded derivatives.

derivatives must be separately measured from the host contract if all the requirements for bifurcation are met.

The assessment of the

conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract.

Bifurcated embedded derivatives

are recognized at fair value, with changes in fair value recognized in the statement of operations.

The Company has warrant liabilities

deemed derivative instruments.

Total warrant liabilities for the years ended December 31, 2025 and December 31, 2024 was $ 1,492,395 and

$ 2,690,605 , respectively.

Company records share-based compensation for awards granted to employees, non-employees, and to members of the board of directors based

on the grant date fair value of awards issued, and the expense is recorded on a straight-line basis over the requisite service period.

Forfeitures are recognized when they occur.

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.

The Company has concluded that its historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term.

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.

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.

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

The Company has concluded that its historical share option exercise experience does not provide a reasonable basis upon which

to estimate expected term.

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.

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.

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.

Treasury zero-coupon issues with remaining maturities similar to the expected term of the options.

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

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

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.

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.

The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of the warrants.

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.

Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740.

When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority.

determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances.

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

Deferred Offering Costs

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.

The Company had no offering costs as of December 31, 2024 and December 31, 2023, respectively .

Net Loss Per Share

Basic loss per share of Common Stock is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding for the period.

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.

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.

Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same.

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:

Treasury zero-coupon

issues with remaining maturities similar to the expected term of the options.

The Company has not paid, and does not anticipate paying,

cash dividends on shares of its Common Stock.

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.

Stock Warrants

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.

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.

The Company uses the

Black-Scholes-Merton option pricing model to determine the fair value of the warrants.

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.

Deferred tax assets and liabilities are determined based on the difference

between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences

are expected to reverse.

Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not

that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertain tax positions in accordance with

the provisions of ASC 740.

When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent

that the benefit would more likely than not be realized assuming examination by the taxing authority.

The determination as to whether

the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration

of the available facts and circumstances.

The Company recognizes any interest and penalties accrued related to unrecognized tax benefits

as income tax expense.

January 1, 2025, the Company adopted ASU 2023-09, Improvements to Income Tax Disclosures, which expanded income tax disclosure requirements,

including disaggregation of pretax income (loss) and income tax expense (benefit) by jurisdiction and disclosure of income taxes paid

(net of refunds received).

The adoption affected disclosures only and did not impact the Company’s financial position, results

of operations, or cash flows.

In July 2025, the One Big

Beautiful Bill Act (Public Law 119-21) was enacted.

The Company recognized the income tax effects of the legislation in the period of

enactment in accordance with ASC 740.

The legislation did not have a material impact on the Company’s consolidated financial statements

for the year ended December 31, 2025.

The Company will continue to evaluate the impact of the legislation on future periods.

provision or benefit for U.S.

federal, state, or Australian income taxes has been recorded for the years ended December 31, 2025 and

2024, mainly due to net losses incurred by the Company.

A provision of approximately $ 2,000 and $ 2,000 for Romanian income tax was recorded

for the years ended December 31, 2025 and 2024.

Offering Costs

offering costs consists of legal, accounting, underwriting fees and other costs that are directly related to a planned offerings and

will be charged to additional paid-in capital upon the completion of the follow on offering.

The Company had no offering costs as of

December 31, 2025 and December 31, 2024, respectively.

Loss Per Share

loss per share of Common Stock is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding

for the period.

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.

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.

Since the Company had a net loss in each of the

periods presented, basic and diluted net loss per common share are the same.

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:

SCHEDULE OF ANTIDILUTIVE SHARES EXCLUDED FROM CALCULATION OF DILUTIVE LOSS PER SHARE

Years Ended December 31,

1 unchanged sentence

Shares issuable upon exercise of warrants

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (" ASU") No.

February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

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.

At the inception of an arrangement the Company determines whether the arrangement is or contains a lease based on the circumstances present.

All leases with a term greater than one year are recognized on the condensed consolidated balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities.

The Company has elected not to recognize on the consolidated balance sheet leases with terms of one-year or less.

Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term.

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.

At the inception of an

arrangement the Company determines whether the arrangement is or contains a lease based on the circumstances present.

with a term greater than one year are recognized on the consolidated balance sheet as right-of-use assets, lease liabilities and, if

applicable, long-term lease liabilities.

The Company has elected not to recognize on the consolidated balance sheet leases with

terms of one year or less.

Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of

lease payments over the expected lease term.

The interest rate implicit in lease contracts is typically not readily determinable.

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.

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.

Currently none of the Company’s operating lease commitments are subject to the standard as its leases are short-term in nature (i.e., less than twelve months).

Recent Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures to improve the disclosures about reportable segments and include more detailed information about a reportable segment’s expenses.

ASU 2023-07 also requires that a public entity with a single reportable segment provide all of the disclosures required as part of the amendments and all existing disclosures required by Topic 280.

The ASU should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The adoption did not have an impact on the Company’s financial condition or results of operations.

See Note 9 - Segment Information.

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

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.

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.

Currently none

of the Company’s operating lease commitments are subject to the standard as its leases are short-term in nature (i.e., less

than twelve months).

Accounting Standards

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

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.

In March 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires detailed disclosure of significant expense components and additional clarity when expenses are classified by function.

2024-03 is effective for fiscal years beginning after December 15, 2026 and allows for adoption on a prospective basis, with a retrospective option.

The adoption did not have an impact on the Company’s financial

condition or results of operations.

See Note 8 – Income Taxes.

March 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires detailed disclosure of significant

expense components and additional clarity when expenses are classified by function.

2024-03 is effective for fiscal years beginning

after December 15, 2026 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 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.

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

December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business

Entities, which requires recognizing grants when compliance with conditions is probable.

ASU 2025-10 is effective for fiscal years

beginning after December 15, 2028 and allows for adoption on a prospective basis, with a retrospective option.

Early adoption is

The adoption did have an immaterial impact on the Company’s financial condition or results of operations.

10 – Government Grants.

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.

RELATED PARTY TRANSACTIONS

Consulting Services

The consulting firm FGMK, LLC and its affiliate FGMK Business Holdings, LLC beneficially owned more than 5 % of the stock of the Company and is therefore a related party.

On November 13, 2024, the Company expensed $ 67,990 related to the grant of 28,448 restricted shares of Common Stock for payment of their accounting, tax and valuation services.

In addition, FGMK Business Holdings, LLC participated in the December 2024 private placement and purchased 243,470 shares of the Company's Common Stock and warrants to purchase 243,470 shares of the Company's Common Stock for an aggregate purchase price of approximately $ 550,000 .

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 the accompanying consolidated financial statements.

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.

consulting firm FGMK, LLC and its affiliate FGMK Business Holdings, LLC beneficially owns more than 5 % of the stock of the Company and

is therefore a related party.

On June 2, 2025, the Company expensed $ 31,570 related to the grant of 18,040 restricted shares of Common

Stock for payment of their accounting, tax and valuation services.

On November 14, 2025, the Company expensed $ 33,500 related to the

grant of 32,211 restricted shares of Common Stock for payment of their accounting, tax and valuation services.

In addition, FGMK Business

Holdings, LLC participated in the February 2025 private placement and purchased 1,350,000 shares of the Company’s Common Stock

and warrants to purchase 1,350,000 shares of the Company’s Common Stock for an aggregate purchase price of approximately $ 2,025,000 .

FGMK Business Holdings, LLC also participated in the October 2025 private placement and purchased 769,230 shares of the Company’s

Common Stock and warrants to purchase 769,230 shares of the Company’s Common Stock for an aggregate purchase price of approximately

On September 18, 2025, FGMK Business Holdings, LLC participated in the Warrant Inducement and exercised 243,470 warrants for

a purchase price of approximately $ 317,000 .

In addition, FGMK Business Holdings, LLC participated in the Warrant Amendment on September

29, 2025, reducing the exercise price of certain warrants they hold from $ 1.87 to $ 1.30 per share.

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 the accompanying consolidated

financial statements.

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.

Our directors and executive officers may also buy or sell additional shares of our Common Stock outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information.

Private Placement

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

(i) Stan Smith purchased 170,940 shares of our Common Stock and warrants to purchase up to 170,940 shares of our Common Stock for an aggregate purchase price of approximately $ 200,000 ;

(ii) Louie Ngar Yee purchased 170,940 shares of our Common Stock and warrants to purchase up to 170,940 shares of our Common Stock for an aggregate purchase price of approximately $ 200,000 ;

(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 approximately $ 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 approximately $ 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 approximately $ 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 approximately $ 300,000 ;

and (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 approximately $ 40,000 .

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

(i) Stan Smith purchased 100,000 shares of our Common Stock and warrants to purchase up to 100,000 shares of our Common Stock for an aggregate purchase price of approximately $ 225,900 ;

(ii) Ramiro Guerrero purchased 88,534 shares of our Common Stock and warrants to purchase up to 88,534 shares of our Common Stock for an aggregate purchase price of approximately $ 200,000 ;

(iii) Cristian Luput purchased 22,133 shares of our Common Stock and warrants to purchase up to 22,133 shares of our Common Stock for an aggregate purchase price of approximately $ 50,000 ;

and (iv) Steven Chaouki purchased 22,133 shares of our Common Stock and warrants to purchase up to 22,133 shares of our Common Stock for an aggregate purchase price of approximately $ 50,000 .

In addition, the son of Company director Stan Smith purchased 40,000 shares and 40,000 warrants for an aggregate purchase price of approximately $ 90,360 and 5 % stockholder FGMK Business Holdings, LLC purchased 243,470 shares and 243,470 warrants for a purchase price of approximately $ 550,000 .

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

(i) Stan Smith purchased 25,000 shares of our Common Stock and warrants to purchase up to 25,000 shares of our Common Stock for an aggregate purchase price of approximately $ 46,800 ;

and (ii) Ramiro Guerrero purchased 54,518 shares of our Common Stock and warrants to purchase up to 53,418 shares of our Common Stock for an aggregate purchase price of approximately $ 100,000 .

In addition, Sylvia Guerrero, the sister of one of the Company directors, purchased 5,341 shares and 5,341 warrants for an aggregate purchase price of approximately $ 10,000 .

Our directors and executive officers may also buy or

sell additional shares of our Common Stock outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information.

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

(i) Stan Smith purchased 170,940 shares of our

Common Stock and warrants to purchase up to 170,940 shares of our Common Stock for an aggregate purchase price of approximately $ 200,000 ;

(ii) Louie Ngar Yee purchased 170,940 shares of our Common Stock and warrants to purchase up to 170,940 shares of our Common Stock for

an aggregate purchase price of approximately $ 200,000 ;

(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 approximately $ 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

approximately $ 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 approximately $ 8,106 .

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 approximately $ 300,000 ;

and (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 approximately $ 40,000 .

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

(i) Stan Smith purchased 100,000 shares of

our Common Stock and warrants to purchase up to 100,000 shares of our Common Stock for an aggregate purchase price of approximately $ 225,900 ;

(ii) Ramiro Guerrero purchased 88,534 shares of our Common Stock and warrants to purchase up to 88,534 shares of our Common Stock for

an aggregate purchase price of approximately $ 200,000 ;

(iii) Cristian Luput purchased 22,133 shares of our Common Stock and warrants

to purchase up to 22,133 shares of our Common Stock for an aggregate purchase price of approximately $ 50,000 ;

and (iv) Steven Chaouki

purchased 22,133 shares of our Common Stock and warrants to purchase up to 22,133 shares of our Common Stock for an aggregate purchase

price of approximately $ 50,000 .

In addition, the son of Company director Stan Smith purchased 40,000 shares and 40,000 warrants for an

aggregate purchase price of approximately $ 90,360 and 5 % stockholder FGMK Business Holdings, LLC purchased 243,470 shares and 243,470

warrants for a purchase price of approximately $ 550,000 .

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

(i) Stan Smith purchased 25,000 shares of

our Common Stock and warrants to purchase up to 25,000 shares of our Common Stock for an aggregate purchase price of approximately $ 46,800 ;

and (ii) Ramiro Guerrero purchased 54,518 shares of our Common Stock and warrants to purchase up to 53,418 shares of our Common Stock

for an aggregate purchase price of approximately $ 100,000 .

In addition, Sylvia Guerrero, the sister of one of the Company directors,

purchased 5,341 shares and 5,341 warrants for an aggregate purchase price of approximately $ 10,000 .

following Company directors participated in the February 2025 private placement as follows:

(i) Stan Smith purchased 50,000 shares of

our Common Stock and warrants to purchase up to 50,000 shares of our Common Stock for an aggregate purchase price of approximately $ 75,000 ;

and (ii) Ramiro Guerrero purchased 73,333 shares of our Common Stock and warrants to purchase up to 73,333 shares of our Common Stock

for an aggregate purchase price of approximately $ 110,000 .

following Company directors participated in the March 2025 private placement as follows:

(i) Stan Smith purchased 25,000 shares of our

Common Stock and warrants to purchase up to 25,000 shares of our Common Stock for an aggregate purchase price of approximately $ 37,500 ;

and (ii) Ramiro Guerrero purchased 33,333 shares of our Common Stock and warrants to purchase up to 33,333 shares of our Common Stock

for an aggregate purchase price of approximately $ 50,000 .

following Company directors participated in the May 2025 private placement as follows:

(i) Stan Smith purchased 66,666 shares of our

Common Stock and warrants to purchase up to 66,666 shares of our Common Stock for an aggregate purchase price of approximately $ 99,999 ;

and (ii) Ramiro Guerrero purchased 20,000 shares of our Common Stock and warrants to purchase up to 20,000 shares of our Common Stock

for an aggregate purchase price of approximately $ 30,000 .

following Company director participated in the June 2025 private placement as follows:

Stan Smith purchased 33,333 shares of our Common

Stock and warrants to purchase up to 33,333 shares of our Common Stock for an aggregate purchase price of approximately $ 50,000 .

following Company director participated in the October 2025 private placement as follows:

Stan Smith purchased 19,230 shares of our Common

Stock and warrants to purchase up to 19,230 shares of our Common Stock for an aggregate purchase price of approximately $ 25,000 .

following Company directors participated in the December 2025 private placement as follows:

(i) Stan Smith purchased 57,189 shares of

our Common Stock and warrants to purchase up to 57,189 shares of our Common Stock for an aggregate purchase price of approximately $ 70,000 ;

(ii) Louie Ngar Yee purchased 81,699 shares of our Common Stock and warrants to purchase up to 81,699 shares of our Common Stock for

an aggregate purchase price of approximately $ 100,000 ;

and (iii) Steven Chaouki purchased 40,849 shares of our Common Stock and warrants

to purchase 40,849 shares of our Common Stock for an aggregate purchase price of approximately $ 50,000 .

ACCRUED EXPENSES

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

of December 31, 2025 and 2024, accrued expenses consisted of the following:

OF ACCRUED EXPENSES

Professional fees

Research and development costs

Accrued severance

Total accrued expenses

Accrued Bonus

During the years ended December 31, 2024 and 2023 , the Company accrued $ 941,098 and $ 786,999 , respectively, in bonus expense relating to employees and officers of the Company.

In April 2024, the Compensation Committee determined that bonuses relating to 2023 would not be paid to all executive and non-executive employees.

This change in estimated bonuses was recorded against the same general ledger accounts that the original estimate was recorded to and is reflected within the general and administrative expenses and research and development expenses on the statement of operations for the year ended December 31, 2024.

Accrued Severance

On November 10, 2023, Joseph McGuire and Dr.

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.

McGuire’s and Dr.

Obrocea’s terminations were not based on any disagreement with the Company’s operations, policies or practices.

The accrued severance included in accrued expense was $ 824,435 as of December 31 ,2023.

The accrued severance was paid in 2024.

There was no accrued severance as of December 31, 2024 .

the years ended December 31, 2025 and 2024, the Company accrued $ 1,199,955 and $ 941,098 , respectively, in bonus expense relating to employees

and officers of the Company.

In April 2025, the Compensation Committee determined that bonuses relating to 2024 would not be paid to

all executive and non-executive employees.

This change in estimated bonuses was recorded against the same general ledger accounts that

the original estimate was recorded to and is reflected within the general and administrative expenses and research and development expenses

on the statement of operations for the year ended December 31, 2025.

FAIR VALUE OF FINANCIAL LIABILITIES

Derivative Liability

Financial liabilities consisting of warrant liabilities measured at fair value on a recurring basis are summarized below.

The fair value of the warrant liabilities recorded are as follows:

liabilities consisting of warrant liabilities measured at fair value on a recurring basis are summarized below.

The fair value of the

warrant liabilities recorded are as follows:

SCHEDULE OF FAIR VALUE MEASUREMENTS OF EMBEDDED DERIVATIVE LIABILITIES AND WARRANT LIABILITIES

Fair value at December 31, 2025

4 unchanged sentences

Total liabilities

During the years ended December 31, 2024 and 2023 , the Company had warrant liabilities of $ 2,690,605 and $ 2,152,188 , 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):

As of December 31, 2025 and 2024, the Company had warrant liabilities of $ 1,492,395 and $ 2,690,605 , respectively.

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):

SCHEDULE OF CHANGES IN FAIR VALUE OF THE DERIVATIVE LIABILITIES AND WARRANT LIABILITIES

Warrant liabilities:

Years Ended December 31,

3 unchanged sentences

Exercise of warrants

( 3,191,675 )

Amendment of warrants

Loss (gain) on fair value of warrant liability

( 6,870,296 )

(Gain) loss on fair value of warrant liability

( 1,198,210 )

Balance, end of period

STOCKHOLDERS’ EQUITY

Follow-on Offering

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.

ThinkEquity LLC served as the underwriter in the offering.

The total net proceeds of $ 4,156,859 after deducting underwriting discounts and other offering expenses payable by the Company.

At-the-Market Equity Offering (ThinkEquity)

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.

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.

333-273984) filed by the Company with the SEC on August 15, 2023 and declared effective by the SEC on August 23, 2023.

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.

The Sales Agreement was terminated on November 15, 2023.

Of the $ 1,238,688 , $ 84,251 was allocated and classified as a warrant liability.

Registered Direct Offering

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.

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.

Wainwright & Co., LLC (“Wainwright”) for net proceeds of $ 3.4 million after deducting underwriting discounts and other offering expenses payable by the Company.

Of the $ 3.4 million, $ 2.0 million was allocated and classified as warrant liability.

At-the-Market Offering (H.C.

On February 14, 2024, the Comany 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 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.

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 of Common Stock 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.

Effective December 23, 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 $ 30,000,000 from time to time.

As of the date of this Annual Report, the Company has sold 3,940,683 shares of its Common Stock under the ATM Agreement at an average price of $ 2.95 per share, resulting in aggregate gross proceeds of approximately $ 11,633,086 , for which we paid Wainwright $ 348,993 in commissions resulting in net proceeds to us of approximately $ 11,284,093 .

Private Placements

On March 14, 2024, the Company issued and sold 2,496,318 shares of our Common Stock and warrants to purchase 2,496,318 shares of its Common Stock in a private placement to certain accredited investors and to our participating directors pursuant to securities purchase agreements dated March 11, 2024 at a price $ 1.17 per share, for which we received gross proceeds of approximately $ 2.92 million.

The 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, are exercisable commencing six-months following issuance and have a term of five and a half years from the initial issuance date.

The securities sold to the Company's directors participating in the March 14, 2024 private placement were issued pursuant to the MAIA 2021 Plan.

On March 28, 2024, the Company issued and sold 578,643 shares of our 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 of $ 2.295 per share, for which we received gross proceeds of approximately $ 1.33 million.

The warrants are exercisable at a price per Share of $ 2.55 , which price represents the greater of the book or market value of the stock on the date the purchase agreement was executed, are exercisable commencing six-months following issuance and have a term of five and a half years from the initial issuance date.

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

The warrants are exercisable at a price per Share of $ 2.26 , which price represents the greater of the book or market value of the stock on the date the purchase agreement was executed, are exercisable commencing six-months following issuance and have a term of five and a half years from the initial issuance date.

The securities sold to the Company's directors participating in the April 25, 2024 private placement were issued pursuant to the MAIA 2021 Plan.

On November 1, 2024, the Company issued and sold 1,079,784 shares of its Common Stock and warrants to purchase 1,079,784 shares of our Common Stock in a private placement to certain accredited investors and to our participating directors pursuant to securities purchase agreements dated October 28, 2024 at a price of $ 2.259 per share, for which we received gross proceeds of approximately $ 2.44 million.

The warrants are exercisable at a price per Share of $ 2.51 , which price represents the greater of the book or market value of the stock on the date the purchase agreement was executed, are exercisable commencing six-months following issuance and have a term of five and a half years from the initial issuance date.

The securities sold to the Company's directors participating in the November 1, 2024 private placement were issued pursuant to the MAIA 2021 Plan.

On December 13, 2024, the Company issued and sold 507,364 shares of its Common Stock and warrants to purchase 507,364 shares of our Common Stock in a private placement to certain accredited investors and to our participating directors pursuant to securities purchase agreements dated December 9, 2024 at a price of $ 1.872 per share, for which we received gross proceeds of approximately $ 950,000 .

The warrants are exercisable at a price per Share of $ 2.08 , which price represents the greater of the book or market value of the stock on the date the purchase agreement was executed, are exercisable commencing six-months following issuance and have a term of five and a half years from the initial issuance date.

The securities sold to the Company's directors participating in the December 13, 2024 private placement were issued pursuant to the MAIA 2021 Plan.

MAIA Biotechnology, Inc.

At-the-Market

Offering (H.C.

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

& Co., LLC (“Wainwright”), to sell shares of its Common Stock 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.

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 of Common Stock 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.

Effective December 23, 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 $ 30,000,000 from time to time.

Effective March 22, 2025, the Company filed

a prospectus supplement to amend, supplement and supersede certain information contained in the earlier prospectus and prospectus supplement,

which reduced the number of Shares the Company may offer and sell under the ATM Agreement to an aggregate offering price of up to $ 11,200,000

from time to time.

of the date of this Annual Report, the Company has sold 3,782,335 shares of its Common Stock under the ATM Agreement at an average price

of $ 1.90 per share, resulting in aggregate gross proceeds of approximately $ 7,202,016 , for which we paid Wainwright $ 216,060 in commissions

and other financing expenses of $ 111,555 resulting in net proceeds to us of approximately $ 6,874,401 .

March 14, 2024, the Company issued and sold 2,496,318

shares of our Common Stock and warrants to purchase 2,496,318

shares of its Common Stock in a private placement to certain accredited investors and to our participating directors pursuant to

securities purchase agreements dated March 11, 2024 at a price $ 1.17

per share, for which we received gross proceeds of approximately $ 2.92

The warrants are exercisable at a price per Share of $ 1.30 ,

are exercisable commencing six months following issuance have a term of five and a half years from the initial issuance date., and

expiring on September

14, 2029 The securities sold to the Company’s directors participating in the private placement were issued pursuant to

the MAIA Biotechnology, Inc.

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

March 28, 2024, the Company issued and sold 578,643

shares of our 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 of $ 2.295

per share, for which we received gross proceeds of approximately $ 1.33

The warrants are exercisable at a price per Share of $ 2.55 ,

are exercisable commencing six months following issuance, have a term of five and a half years from the initial issuance date and

expiring on September

April 25, 2024, the Company issued and sold 494,096

shares of its Common Stock and warrants to purchase 494,096

shares of our Common Stock in a private placement to certain accredited investors and to our participating directors pursuant to

securities purchase agreements dated April 22, 2024 at a price of $ 2.034

per share, for which we received gross proceeds of approximately $ 1.0

The warrants are exercisable at a price per Share of $ 2.26 ,

are exercisable commencing six months following issuance, have a term of five and a half years from the initial issuance date, and

expiring October

The securities sold to the Company’s directors participating in the private placement were issued pursuant to

the MAIA 2021 Plan.

November 1, 2024, the Company issued and sold 1,079,784

shares of its Common Stock and warrants to purchase 1,079,784

shares of our Common Stock in a private placement to certain accredited investors and to our participating directors pursuant to

securities purchase agreements dated October 28, 2024 at a price of $ 2.259

per share, for which we received gross proceeds of approximately $ 2.44

The warrants are exercisable at a price per Share of $ 2.51 ,

are exercisable commencing six months following issuance, have a term of five and a half years from the initial issuance date, and

expiring on May

The securities sold to the Company’s directors participating in the private placement were issued pursuant to

the MAIA 2021 Plan.

December 13, 2024, the Company issued and sold 507,364

shares of its Common Stock and warrants to purchase 507,364

shares of our Common Stock in a private placement to certain accredited investors and to our participating directors pursuant to

securities purchase agreements dated December 9, 2024 at a price of $ 1.872

per share, for which we received gross proceeds of approximately $ 950,000 .

The warrants are exercisable at a price per Share of $ 2.08 ,

are exercisable commencing six months following issuance and have a term of five and a half years from the initial issuance date,

and expiring June

The securities sold to the Company’s directors participating in the private placement were issued pursuant to

the MAIA 2021 Plan.

February 24, 2025, the Company issued and sold 1,810,000 shares of its Common Stock and warrants to purchase 1,810,000 shares of its

Common Stock in a private placement to certain accredited investors and Company directors pursuant to securities purchase agreements

dated February 18, 2025 at a price per share of $ 1.50 for which the Company received gross proceeds of approximately $ 2.7 million.

warrants are exercisable at a price per share of $ 1.87 , are exercisable commencing one year following issuance, have a term of six years

from the issuance date, and expiring on February 24, 2031 .

The securities sold to Company directors participating in the private placement

were issued pursuant to the MAIA 2021 Plan.

March 3, 2025, the Company issued and sold 952,633 shares of its Common Stock and warrants to purchase 952,633 shares of its Common Stock

in a private placement to certain accredited investors and Company directors pursuant to securities purchase agreements dated February

24, 2025 at a price per share of $ 1.50 for which the Company received gross proceeds of approximately $ 1.4 million.

The warrants are

exercisable at a price per share of $ 1.85 , are exercisable commencing one year following issuance, have a term of six years from the

issuance date, and expiring on March 3, 2031 .

The securities sold to Company directors participating in the private placement were issued

pursuant to the MAIA 2021 Plan.

May 8, 2025, the Company issued and sold 719,999 shares of its Common Stock and warrants to purchase 719,999 shares of its Common Stock

in a private placement to certain accredited investors and Company directors pursuant to securities purchase agreements dated May 5,

2025 at a price per share of $ 1.50 for which the Company received gross proceeds of approximately $ 1.08 million.

The warrants are exercisable

at a price per share of $ 2.05 , are exercisable commencing one year following issuance, have a term of six years from the issuance date,

and expiring on May 8, 2031 .

The securities sold to Company directors participating in the private placement were issued pursuant to

the MAIA 2021 Plan.

June 3, 2025, the Company issued and sold 463,332 shares of its Common Stock and warrants to purchase 463,332 shares of its Common Stock

in a private placement to certain accredited investors and Company directors pursuant to securities purchase agreements dated May 27,

2025 at a price per share of $ 1.50 for which the Company received gross proceeds of approximately $ 0.7 million.

The warrants are exercisable

at a price per share of $ 1.71 , are exercisable commencing six months following issuance, have a term of five years from the issuance

date, and expiring on June 3, 2030 .

The securities sold to Company directors participating in the private placement were issued pursuant

to the MAIA 2021 Plan.

October 1, 2025, the Company issued and sold 1,733,766 shares of its Common Stock and warrants to purchase 1,733,766 shares of its Common

Stock in a private placement to certain accredited investors and Company directors pursuant to securities purchase agreements dated September

29, 2025 at a price per share of $ 1.30 for which the Company received gross proceeds of approximately $ 2.3 million.

The warrants are

exercisable at a price per share of $ 1.57 , are exercisable commencing six months following issuance, have a term of three years from

the issuance date, and expiring on October 1, 2028 .

The securities sold to Company directors participating in the private placement were

issued pursuant to the MAIA 2021 Plan.

October 16, 2025, the Company issued and sold 603,769 shares of its Common Stock and warrants to purchase 603,769 shares of its Common

Stock in a private placement to certain accredited investors pursuant to securities purchase agreements dated October

13, 2025 at a price per share of $ 1.22 for which the Company received gross proceeds of approximately $ 0.7 million.

The warrants are

exercisable at a price per share of $ 1.52 , are exercisable commencing six months following issuance, have a term of three years from

the issuance date, and expiring on October 16, 2028 .

December 22, 2025, the Company issued and sold 1,233,488 shares of its Common Stock and warrants to purchase 1,233,488 shares of its

Common Stock in a private placement to certain accredited investors and Company directors pursuant to securities purchase agreements

dated December 16, 2025 at a price per share of $ 1.224 for which the Company received gross proceeds of approximately $ 1.5 million.

warrants are exercisable at a price per share of $ 1.36 , are exercisable commencing six months following issuance, have a term of three

years from the issuance date, and expiring on December 22, 2028 .

The securities sold to Company directors participating in the private

placement were issued pursuant to the MAIA 2021 Plan.

Biotechnology, Inc.

Restricted Stock Awards

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.

There are no unvested restricted shares as of December 31, 2023.

During the year ended December 31, 2024, the Company expensed $ 179,490 for investor services and accounting, tax and valuation services related to the grant of 75,550 restricted shares of Common Stock.

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

MAIA Stock Warrants

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:

(a) various dates in 2028 as stated within the warrant agreements;

or (b) immediately prior to the closing of a change of control.

The value of the warrant

modification to the 144,497 warrants was calculated using the Black-Scholes-Merton option pricing model.

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 .

During May 2022, warrants were exercised, resulting in the issuance of 153,000 shares of Common Stock for proceeds of approximately $ 275,400 .

Another 394,501 warrants were exercised with a cashless exercise assuming the fair market value of $ 9.00 per share resulting in the issuance of 315,601 shares of Common Stock.

At the closing of the initial public offering, 20,520 warrants with an exercise price of $ 5.00 per share expired.

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 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 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 $ 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, 2024 and December 31, 2023 the Company remeasured the warrant liability resulting in a value of $ 71,672 and $ 40,211 , respectively.

The loss on remeasurement of the warrant liability in the amount of $ 31,461 and $ 205,130 was included in other (expense) income for the years ended December 31, 2024 and December 31, 2023, respectively.

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”).

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.

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 %.

During 2024, 116,532 warrants were exercised on various dates in cashless exercises and the investors were issued 22,869 shares of Common Stock.

the year ended December 31, 2024, the Company expensed $ 179,490

for investor services and accounting, tax and valuation services under general and administrative expenses related to the grant of 75,550

restricted shares of Common Stock.

unvested restricted shares as of December 31, 2024.

the year ended December 31, 2025, the Company expensed $ 165,070

for investor services and accounting, tax and valuation services

under general and administrative expenses related to the grant of 114,767

restricted shares of Common Stock, and the Company expensed $ 453,745 for research and development services

under research and development expenses related to the grant of 392,056 restricted shares of Common Stock.

unvested restricted shares as of December 31, 2025.

Stock Warrants

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

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 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 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 $ 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, 2025 and December 31, 2024 the Company remeasured the warrant liability resulting in a value

of $ 27,455 and $ 71,672 , respectively.

The gain on remeasurement of the warrant liability in the amount of $ 44,217 and the loss on the

remeasurement of $ 31,461 was included in other (expense) income for the years ended December 31, 2025 and December 31, 2024, respectively.

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

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.

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 %.

During 2024, 116,532 warrants

were exercised on various dates in cashless exercises and the investors were issued 22,869 shares of Common Stock.

There were no warrants

exercised in 2025.

As of December 31, 2025, there are 11,243 warrants exercisable through April 24, 2028.

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

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 %.

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

The warrants are exercisable beginning on November

10, 2023 , and expire on November

10, 2027 , pursuant to the terms and conditions of the warrants.

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

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 %.

Laidlaw & Company Ltd.

acted as the financial advisor to the Company in connection with the warrant and were paid a cash fee of

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

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 of the warrant liability in the amount of $ 291,454 and $ 0 was included in other (expense) income for the years ended December 31, 2024 and December 31, 2023, respectively.

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 a registered direct offering at an exercise price of $ 1.86 per share (subject to customary adjustments set forth in the warrants).

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

The warrants contain customary anti-dilution adjustments to the exercise price, including 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 %.

In 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 exercise resulting in a value of $ 2,815,970 .

The loss on remeasurement of the warrant liability $ 3,101,533 and $ 0 was included in other (expense) income for the years ended December 31, 2024 and December 31, 2023, 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.

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

As of December 31, 2025, the warrant liability resulted in a value of $ 0

and as of December 31, 2024, $ 291,454

was included in other (expense) income.

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 a registered direct offering at an exercise price of $ 1.86 per share

(subject to customary adjustments set forth in the warrants).

The warrants are exercisable six months following issuance and have a term

of five years from the initial exercise date.

The warrants contain customary anti-dilution adjustments to the exercise price, including

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 %.

In 2024, 909,091 warrants were exercised on various dates in cashless exercises and the investor was

issued 909,091 shares of Common Stock.

There were no warrants exercised in 2025.

As of December 31, 2025 and December 31, 2024, the Company

remeasured the warrant liability resulting in a value of $ 1,216,774 and $ 2,189,478 , respectively.

The gain on remeasurement of the warrant

liability of $ 972,704 and the loss on the remeasurement of $ 3,101,533 was included in other (expense) income for the years ended December

31, 2025 and December 31, 2024, respectively.

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.

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 as $ 123,811 ,

$ 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 December 31, 2024 and December 31, 2023, the Company remeasured the warrant liability resulting in a value of $ 230,038 and $ 123,811 , respectively.

The loss on remeasurement of the warrant liability in the amount of $ 106,227 and $ 0 is included in other (expense) income for the years ended December 31, 2024 and December 31, 2023, 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 .

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

As of December 31, 2025 and December 31, 2024, the Company remeasured the warrant liability resulting in a value of $ 130,553

and $ 230,038 , respectively.

The gain on remeasurement of the warrant liability in the amount of $ 99,485 and the loss on the remeasurement

of $ 106,227 is included in other (expense) income for the years ended December 31, 2025 and December 31, 2024, respectively.

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 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 %.

In May 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 in a non-cash transaction.

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

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

The loss on the remeasurement of the warrant liability in the amount of $ 3,039,463 and $ 0 is included in other (expense) income for the years ended December 31, 2024 and December 31, 2023, respectively.

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 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 %.

In May 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 in a non-cash transaction.

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

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 loss on the remeasurement of the warrant liability in the amount of $ 112,708 and $ 0 is included in other (expense) income for the years ended December 31, 2024 and December 31, 2023, respectively.

The remaining 141,612 warrants remain liability classified instruments.

As of December 31, 2024 and December 31, 2023, the Company remeasured the warrant liability, resulting in a value of $ 199,417 and $ 0 , respectively.

The gain on remeasurement of the warrant liability in the amount of $ 91,840 and $ 0 is included in other (expense) income for the years ended December 31, 2024 and December 31, 2023, 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 .

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 %.

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 in a non-cash transaction.

When the warrant agreements were amended, the Company remeasured the warrant

liability resulting in a final warrant value of $ 5,089,063 .

The warrant liability for these warrants was removed and equity was increased

by $ 5,089,063 to account for the equity classification.

The loss on the remeasurement of the warrant liability in the amount of $ 0 and

$ 3,039,463 is included in other (expense) income for the years ended December 31, 2025 and December 31, 2024, respectively.

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

The warrants are exercisable beginning on September

28, 2024 , and expire on September

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

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 %.

In May 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 in a non-cash transaction.

When the warrants agreements were amended, the Company remeasured the warrant liability

resulting in a final warrant value of $ 1,011,562 .

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 loss on the remeasurement of the warrant liability in the amount of $ 0

and $ 112,708

is included in other (expense) income for the years ended December 31, 2025 and December 31, 2024, respectively.

In 2025, 108,931 equity

classified warrants were exercised on various dates and the investors were issued 108,931

shares of Common Stock.

The remaining 141,612

warrants remain liability classified instruments.

As of December 31, 2025 and December 31, 2024, the Company remeasured the warrant

liability, resulting in a value of $ 117,613

and $ 199,417 ,

respectively.

The gain on remeasurement of the warrant liability in the amount of $ 81,804

is included in other (expense) income for the years ended December 31, 2025 and December 31, 2024, respectively.

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.

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 %.

In May 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 in a non-cash transaction.

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

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

The loss on the remeasurement of the warrant liability in the amount of $ 91,572 and $ 0 is included in other (expense) income for the years ended December 31, 2024 and December 31, 2023, respectively.

Concurrently with the closing of the Company’s private placement offering on November 1, 2024, the Company issued warrants to purchase an aggregate of up to 1,079,784 shares of its Common Stock to the investors in the private placement at an exercise price of $ 2.51 per share.

The warrants are exercisable beginning on May 1, 2025 , and expire on May 1, 2030 .

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.

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 %.

In May 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 in a non-cash transaction.

When the warrant agreements were amended, the Company remeasured the warrant

liability resulting in a final warrant value of $ 769,671 .

The warrant liability for these warrants were removed and equity was increased

by $ 769,671 to account for the equity classification.

In 2025, 12,291 warrants were exercised on various dates and the investors were

issued 12,291 shares of Common Stock.

The loss on the remeasurement of the warrant liability in the amount of $ 0 and $ 91,752 is included

in other (expense) income for the years ended December 31, 2025 and December 31, 2024, respectively.

with the closing of the Company’s private placement offering on November 1, 2024, the Company issued warrants to purchase an aggregate

of up to 1,079,784 shares of its Common Stock to the investors in the private placement at an exercise price of $ 2.51 per share.

warrants are exercisable beginning on May 1, 2025 , and expire on May 1, 2030 .

The warrants issued were divided into two groups:

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

The warrants to purchase 232,800 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 $ 494,851 using a term of 5.5 years, risk free interest

rate of 4.22 % and volatility of 95 %.

The warrants to purchase 846,984 shares of the Company’s Common Stock issued to non-affiliated

investors are indexed to the Company’s own stock, and they were therefore equity classified instruments and the value of these

warrants determined using the Black-Scholes-Merton method was $ 1,800,389 using a term of 5.5 years, risk free interest rate of 4.22 %

and volatility of 95 %.

In 2025, 379,970 warrants were exercised on various dates and the investors were issued 379,970 shares of Common

with the closing of the Company’s private placement offering on December 13, 2024, the Company issued warrants to purchase an aggregate

of up to 507,364 shares of its Common Stock to the investors in the private placement at an exercise price of $ 2.08 per share.

are exercisable beginning on June 13, 2025 , and expire on June 13, 2030 .

The warrants issued were divided into two groups:

warrants issued

to directors and warrants issued to non-affiliated investors.

The warrants to purchase 78,418 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 $ 116,151 using a term of 5.5 years, risk free interest

rate of 4.25 % and volatility of 95 %.

The warrants to purchase 428,946 shares of the Company’s Common Stock issued to non-affiliated

investors are indexed to the Company’s own stock and they were therefore equity classified instruments and the value of these warrants

determined using the Black-Scholes-Merton method was $ 635,345 using a term of 5.5 years, risk free interest rate of 4.25 % and volatility

In 2025, 80,127 warrants were exercised on various dates and the investors were issued 80,127 shares of Common Stock.

with the closing of the Company’s private placement offering on February 24, 2025, the Company issued warrants to purchase an aggregate

of up to 1,810,000 shares of its Common Stock to the investors in the private placement at an exercise price of $ 1.87 per share.

warrants are exercisable beginning on February 24, 2026 , and expire on February 24, 2031 .

The warrants issued were divided into two groups:

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

The warrants to purchase 123,333 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 $ 176,680 using a term

of 6 years, risk free interest rate of 4.23 % and volatility of 95 %.

The warrants to purchase 1,686,667 shares of the Company’s

Common Stock issued to affiliated and non-affiliated investors are indexed to the Company’s own stock and they were therefore equity

classified instruments and the value of these warrants determined using the Black-Scholes-Merton method was $ 2,416,223 using a term of

6 years, risk free interest rate of 4.23 % and volatility of 95 %.

The total fair value ascribed to the warrants combined with the fair

value of the common stock issued in the private placement was then used for purposes of allocation of the equity classified warrant value

within the consolidated statements of changes in the stockholders’ equity.

with the closing of the Company’s private placement offering on March 3, 2025, the Company issued warrants to purchase an aggregate

of up to 952,633 shares of its Common Stock to the investors in the private placement at an exercise price of $ 1.85 per share.

are exercisable beginning on March 3, 2026 , and expire on March 3, 2031 .

The warrants issued were divided into two groups:

warrants issued

to directors and warrants issued to non-affiliated investors.

The warrants to purchase 58,333 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 $ 80,894 using a term of 6 years, risk free interest

rate of 3.97 % and volatility of 95 %.

The warrants to purchase 894,300 shares of the Company’s Common Stock issued to non-affiliated

investors are indexed to the Company’s own stock and they were therefore equity classified instruments and the value of these warrants

determined using the Black-Scholes-Merton method was $ 1,240,185 using a term of 6 years, risk free interest rate of 3.97 % and volatility

The total fair value ascribed to the warrants combined with the fair value of the common stock issued in the private placement

was then used for purposes of allocation of the equity classified warrant value within the consolidated statements of changes

in the stockholders’ equity.

with the closing of the Company’s private placement offering on May 8, 2025, the Company issued warrants to purchase an aggregate

of up to 719,999 shares of its Common Stock to the investors in the private placement at an exercise price of $ 1.50 per share.

are exercisable beginning on May 8, 2026 , and expire on May 8, 2031 .

The warrants issued were divided into two groups:

warrants issued

to directors and warrants issued to non-affiliated investors.

The warrants to purchase 86,666 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 $ 133,131 using a term of 6 years, risk free interest

rate of 4.09 % and volatility of 95 %.

The warrants to purchase 633,333 shares of the Company’s Common Stock issued to non-affiliated

investors are indexed to the Company’s own stock and they were therefore equity classified instruments and the value of these warrants

determined using the Black-Scholes-Merton method was $ 972,890 using a term of 6 years, risk free interest rate of 4.09 % and volatility

The total fair value ascribed to the warrants combined with the fair value of the common stock issued in the private placement

was then used for purposes of allocation of the equity classified warrant value within the consolidated statements of changes

in the stockholders’ equity.

with the closing of the Company’s private placement offering on June 3, 2025, the Company issued warrants to purchase an aggregate

of up to 463,332 shares of its Common Stock to the investors in the private placement at an exercise price of $ 1.71 per share.

are exercisable beginning on December 3, 2025 , and expire on June 3, 2030 .

The warrants issued were divided into two groups:

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

The warrants to purchase 33,333 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 $ 43,358 using a term of 5 years, risk free interest

rate of 4.04 % and volatility of 95 %.

The warrants to purchase 429,999 shares of the Company’s Common Stock issued to non-affiliated

investors are indexed to the Company’s own stock and they were therefore equity classified instruments and the value of these warrants

determined using the Black-Scholes-Merton method was $ 559,324 using a term of 5 years, risk free interest rate of 4.04 % and volatility

The total fair value ascribed to the warrants combined with the fair value of the common stock issued in the private placement

was then used for purposes of allocation of the equity classified warrant value within the consolidated statements of changes

in the stockholders’ equity.

June 17, 2025, the Company executed a Warrant Inducement Offer to select warrant holders allowing them to exercise their warrants held

at a reduction of the exercise price for cash.

The warrant’s exercise price was reduced to $ 1.50 per share.

Certain warrant holders

accepted the offer and warrants were exercised, resulting in the issuance of 219,283 shares of MAIA Common Stock for proceeds of approximately

The fair value of the modified warrants was greater than the fair value of the original warrants at the modification date by

therefore, the incremental cost was recognized as an increase to warrant additional paid in capital and a decrease to additional

paid in capital, there was no net equity difference.

September 18, 2025, the Company executed a Warrant Inducement Offer to select warrant holders allowing them to exercise their warrants

held at a reduction of the exercise price for cash.

The warrant’s exercise price was reduced to $ 1.30 per share.

Certain warrant

holders accepted the offer and warrants were exercised, resulting in the issuance of 440,503 shares of MAIA Common Stock for proceeds

of approximately $ 572,654 .

The fair value of the modified warrants was greater than the fair value of the original warrants at the modification

date by $ 60,275 ;

therefore, the incremental cost was recognized as an increase to warrant additional paid in capital and a decrease to

additional paid in capital, there was no net equity difference.

September 29, 2025, the Company amended the price of selected warrants to select warrant holders reducing the exercise price from $ 1.87

to $ 1.30 per share.

The fair value of the modified warrant cost was greater than the fair value of the original warrants at the modification

date by $ 124,127 ;

therefore, the incremental cost was recognized as an increase to warrant additional paid in capital and a decrease

to additional paid in capital, there was no net equity difference.

with the closing of the Company’s private placement offering on October 1, 2025, the Company issued warrants to purchase an aggregate

of up to 1,733,766 shares of its Common Stock to the investors in the private placement at an exercise price of $ 1.57 per share.

warrants are exercisable beginning on April 1, 2026 , and expire on October 1, 2028 .

The warrants issued were divided into two groups:

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

The warrants to purchase 232,800 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 $ 494,851 using a term of 5.5 years, risk free interest rate of 4.22 % and volatility of 95 %.

The warrants to purchase 846,984 shares of the Company’s Common Stock issued to non-affiliated investors are indexed to the Company’s own stock, and they

were therefore equity classified instruments and the value of these warrants determined using the Black-Scholes-Merton method was $ 1,800,389 using a term of 5.5 years, risk free interest rate of 4.22 % and volatility of 95 %.

Concurrently with the closing of the Company’s private placement offering on December 13, 2024, the Company issued warrants to purchase an aggregate of up to 507,364 shares of its Common Stock to the investors in the private placement at an exercise price of $ 2.08 per share.

The warrants are exercisable beginning on June 13, 2025 , and expire on June 13, 2030 .

The warrants to purchase 19,230 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 $ 18,818 using a term of 3 years, risk free interest

rate of 3.56 % and volatility of 90 %.

The warrants to purchase 1,714,536 shares of the Company’s Common Stock issued to non-affiliated

investors are indexed to the Company’s own stock and they were therefore equity classified instruments and the value of these warrants

determined using the Black-Scholes-Merton method was $ 1,677,758 using a term of 3 years, risk free interest rate of 3.56 % and volatility

The total fair value ascribed to the warrants combined with the fair value of the common stock issued in the private placement

was then used for purposes of allocation of the equity classified warrant value within the consolidated statements of changes

in the stockholders’ equity.

with the closing of the Company’s private placement offering on October 16, 2025, the Company issued warrants to purchase an aggregate

of up to 603,769 shares of its Common Stock to the investors in the private placement at an exercise price of $ 1.52 per share.

are exercisable beginning on April 16, 2026 , and expire on October 16, 2028 .

The warrants to purchase 603,769 shares of the Company’s

Common Stock issued to non-affiliated investors are indexed to the Company’s own stock and they were therefore equity classified

instruments and the value of these warrants determined using the Black-Scholes-Merton method was $ 475,967 using a term of 3 years, risk

free interest rate of 3.42 % and volatility of 90 %.

The total fair value ascribed to the warrants combined with the fair value of the

common stock issued in the private placement was then used for purposes of allocation of the equity classified warrant value within the consolidated statements of changes in the stockholders’ equity.

part of the closing of the Company’s private placement offering on October 16, 2025, the Company issued warrants to purchase an

aggregate 11,475 shares of its Common Stock as compensation to the Placement Agent at an exercise price of $ 1.52 per share.

were issued as of November 5, 2025, are exercisable beginning on May 5, 2026 , and expire on November 5, 2028 .

The warrants to purchase

11,475 shares of the Company’s Common Stock issued to non-affiliated investors are indexed to the Company’s own stock and

they were therefore equity classified instruments and the value of these warrants determined using the Black-Scholes-Merton method was

$ 6,518 using a term of 3 years, risk free interest rate of 3.65 % and volatility of 90 %.

with the closing of the Company’s private placement offering on December 22, 2025, the Company issued warrants to purchase an aggregate

of up to 1,233,488 shares of its Common Stock to the investors in the private placement at an exercise price of $ 1.36 per share.

warrants are exercisable beginning on June 22, 2026 , and expire on December 22, 2028 .

The warrants issued were divided into two groups:

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

The warrants to purchase 78,418 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 $ 116,151 using a term of 5.5 years, risk free interest rate of 4.25 % and volatility of 95 %.

The warrants to purchase 428,946 shares of the Company’s Common Stock issued to non-affiliated investors are indexed to the Company’s own stock and they were therefore equity classified instruments and the value of these warrants determined using the Black-Scholes-Merton method was $ 635,345 using a term of 5.5 years, risk free interest rate of 4.25 % and volatility of 95 %.

The warrants to purchase 179,737 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 $ 138,784 using a term of 3 years, risk free interest

rate of 3.56 % and volatility of 90 %.

The warrants to purchase 1,053,751 shares of the Company’s Common Stock issued to non-affiliated

investors are indexed to the Company’s own stock and they were therefore equity classified instruments and the value of these warrants

determined using the Black-Scholes-Merton method was $ 813,657 using a term of 3 years, risk free interest rate of 3.56 % and volatility

The total fair value ascribed to the warrants combined with the fair value of the common stock issued in the private placement

was then used for purposes of allocation of the equity classified warrant value within the consolidated statements of changes

in the stockholders’ equity.

SCHEDULE OF WARRANT EXERCISED TABLE

Balance at January 1, 2025

1 unchanged sentence

Balance at January 1, 2024

( 1,157,201 )

Balance at December 31, 2024

The Company's warrant liability, which relates to warrants to purchase shares of common stock, is measured at fair value at each reporting period and changes in fair value are recorded in other income (expense) within the statement of operations until the warrants are exercised, expire, or are reclassified to stockholders' equity.

The weighted-average fair values of warrants issued during the years ended December 31, 2024 and 2023 were $ 1.87 and $ 1.93 , respectively.

The warrants vested as of December 31, 2024 and 2023 were 5,442,246 and 3,650,278 , respectively.

Company’s warrant liability, which relates to warrants to purchase shares of common stock, is measured at fair value at each reporting

period and changes in fair value are recorded in other income (expense) within the statement of operations until the warrants are exercised,

expire, or are reclassified to stockholders’ equity.

The weighted-average fair values of warrants issued during the years ended

December 31, 2025 and 2024 were $ 1.58 and $ 1.87 , respectively.

The warrants vested as of December 31, 2025 and 2024 were 9,702,689 and

5,442,246 , respectively.

SCHEDULE OF SHARE-BASED PAYMENT AWARD, WARRANTS, VALUATION ASSUMPTIONS

Risk-free interest rate

4 unchanged sentences

Expected dividend yield

MAIA Biotechnology, Inc.

Biotechnology, Inc.

Stock Award Plans

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

2018, the Company adopted the MAIA Biotechnology, Inc.

2018 Stock Option Plan (the “MAIA 2018 Plan”).

MAIA’s board of directors administers the MAIA Plan for the purposes of attracting, retaining, and motivating key employees, directors, and consultants of MAIA.

of directors administers the MAIA Plan for the purposes of attracting, retaining, and motivating key employees, directors, and consultants

The terms of the MAIA 2018 Plan continue to govern the 1,773,912 options outstanding in the plan of December 31, 2025.

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

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.

2020, the Company adopted the MAIA Biotechnology, Inc.

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.

The terms of the MAIA 2020 Plan continue to govern the 3,503.589 options outstanding in the plan as of December

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 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”);

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.

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.

Pursuant to the automatic increase provision, on April 23, 2024, 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, 2023.

As of December 31, 2024, there were 1,790,744 shares of Common Stock available for future issuance under the MAIA 2021 Plan and 4,492,491 options outstanding in the MAIA 2021 Plan.

On December 31, 2024, the Company’s board of directors increased the amount of shares available under the 2021 Plan by 2,250,000 shares effective January 1, 2025 pursuant to the annual increase provision, based on the fully diluted shares outstanding as of December 31, 2024 (and the discretion of the board to authorize less than 10 % of such amount).

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 .

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.

The option may be subject to other terms and conditions as to the time or times when it may be exercised (which may be based on performance or other criteria) as the board of directors may deem appropriate.

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 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”);

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.

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.

The amount reserved for issuance under the MAIA 2021 Plan increased by 2,838,668 on January 1, 2024

based on the fully diluted shares outstanding as of December 31, 2023.

The amount reserved for issuance under the MAIA 2021 Plan increased

by 2,250,000 shares on January 1, 2025 based on the fully diluted shares outstanding as of December 31, 2024.

As of December 31, 2025,

there were 431,153 shares of Common Stock available for future issuance under the MAIA 2021 Plan and 7,600,880 options outstanding in

the MAIA 2021 Plan.

On December 31, 2025, the Company’s board of directors increased the amount of shares available under the 2021

Plan by 6,458,889 shares to 6,890,042 shares effective January 1, 2026 pursuant to the annual increase provision, based on the fully

diluted shares outstanding as of December 31, 2025.

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

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.

The option may be subject to other terms and conditions as to the time or

times when it may be exercised (which may be based on performance or other criteria) as the board of directors may deem appropriate.

Unexercised options are canceled ninety days after termination of an employee, director, founder, or consultant.

Unexercised options are canceled immediately if an employee, director, founder, or consultant is terminated for cause;

under certain other circumstances, the period to cancellation may differ as described in the respective plan documents.

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 December 31, 2024, 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, 2024:

Unexercised options

are canceled immediately if an employee, director, founder, or consultant is terminated for cause;

under certain other

circumstances, the period to cancellation may differ as described in the respective plan documents.

Certain clauses in the MAIA 2018

Plan, the MAIA 2020 Plan, and the MAIA 2021 Plan (collectively, the “Plans”) also govern the Company’s

exercise repurchase rights and various other features of awards granted under the Plans.

following table summarizes the activity and information regarding MAIA’s outstanding and exercisable options classified as equity

awards as of December 31, 2025:

SCHEDULE OF ACTIVITY AND INFORMATION REGARDING OUTSTANDING AND EXERCISABLE OPTIONS

Options Outstanding

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term in Years

Balance at January 1, 2025

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Options exercisable at December 31, 2025

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, 2024 and 2023.

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, 2025 and 2024.

SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS

Risk-free interest rate

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Expected dividend yield

The weighted-average fair values of stock options issued during the years ended December 31, 2024 and 2023 w ere $ 2.41 and $ 2.55 , respectively.

As of December 31, 2024 , the total unrecognized compensation related to unvested employee and non-employee stock

option awards granted was $ 2,667,623 which the Company expects to recognize over a weighted average period of approximately 2.20 years.

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

weighted-average fair values of stock options issued during the years ended December 31, 2025 and 2024 w ere $ 1.73 and $ 2.41 , respectively.

As of December 31, 2025, the total unrecognized compensation related to unvested employee and non-employee stock option awards granted

was $ 3,507,096 which the Company expects to recognize over a weighted average period of approximately 2.35 years.

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

SCHEDULE OF STOCK BASED COMPENSATION EXPENSE

General and administrative

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EMPLOYEE RETIREMENT PLAN

Our eligible employees have been permitted to participate in our 401(k) beginning October 1, 2022.

Participation in the 401(k) plan is offered for the benefit of our employees, including our named executive officers, who remain employed with us, and who satisfy certain eligibility requirements.

eligible employees have been permitted to participate in our 401(k) beginning October 1, 2022.

Participation in the 401(k) plan is offered

for the benefit of our employees, including our named executive officers, who remain employed with us, and who satisfy certain eligibility

requirements.

We match employee contributions using a benchmark to industry standards.

The Company will make a safe harbor matching contribution equal to 100 % of employee salary deferrals that do not exceed 1 % of their compensation plus 50 % of their salary deferrals between 1 % and 6 % of their compensation.

The Company will make a safe harbor matching contribution

equal to 100 % of employee salary deferrals that do not exceed 1 % of their compensation plus 50 % of their salary deferrals between 1 %

and 6 % of their compensation.

The 2025 Company match is immaterial.

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.

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

The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code.

As a tax-qualified retirement plan, pre-tax contributions to the 401(k) plan and earnings on those pre-tax contributions are not taxable to the employees until distributed from the 401(k) plan, and earnings on Roth contributions are not taxable when distributed from the 401(k) plan.

As a tax-qualified retirement plan,

pre-tax contributions to the 401(k) plan and earnings on those pre-tax contributions are not taxable to the employees until distributed

from the 401(k) plan, and earnings on Roth contributions are not taxable when distributed from the 401(k) plan.

COMMITMENTS AND CONTINGENCIES

From time to time, the Company is involved in legal actions and claims arising in the normal course of business.

Management believes there are no matters which will have a material adverse effect on the Company's financial position, operations or cash flows.

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.

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 December 31, 2024 , no assignment has occurred and none of the defined milestones have been completed and therefore no payments are 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.

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

time to time, the Company is involved in legal actions and claims arising in the normal course of business.

Management believes there

are no matters which will have a material adverse effect on the Company’s financial position, operations or cash flows.

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 (“ateganosine”,

“THIO”) from UTSW to MAIA.

The agreement, as amended, has a term of 20

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

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 December 31, 2025, no assignment has occurred and none of the defined milestones have been completed and therefore no

payments are due to UTSW related to the milestones.

The agreement requires royalties of 2 - 4 %

(depending on ateganosine 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.

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

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 December 31, 2024 , no assignment has occurred and none of the defined milestones have been completed and therefore no payments are 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, 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 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.

The agreement has

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

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 December 31, 2025, no assignment has occurred and none of the

defined milestones have been completed and therefore no payments are due to UTSW related to the milestones.

agreement requires royalties of 2 - 4 % (depending on ateganosine reaching specified sales levels in the respective jurisdictions) royalty

payments on net sales up to $1,000,000, and 2.5 - 5 % on net sales above $1,000,000,000.

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

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.

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.

("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.

The Company is responsible for all costs of the study with Regeneron supplying their drug cemiplimab representing a cost savings for the Company.

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.

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.

The THIO-101 study protocol was amended in December 2024 to increase the number of patients enrolled in an expansion arm to further evaluate efficacy of the treatment in third-line NSCLC patients resistant to checkpoint inhibitor and chemotherapy.

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

BeiGene - In December 2024, the Company reached an agreement with BeiGene Swizerland GmbH, ("BeiGene") to perform certain clinical trials for the treatment of patients with small cell lung cancer (SCLC), liver cancer (HCC), and colorectal cancer (CRC) involving a BeiGene drug candidate that utilizes one of the Company's compounds/agents.

The Company is responsible for all costs of the study with BeiGene supplying their drug tislelizumab representing a cost savings for the Company.

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

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

The Company's net deferred tax assets consist of the following components:

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%).

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.

- In February 2021, the Company reached an 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.

The Company is responsible for all costs of the study with Regeneron supplying their drug cemiplimab

representing a cost savings for the Company.

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.

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.

The THIO-101 study protocol was amended in December 2024 to increase the number of patients enrolled in an expansion

arm to further evaluate efficacy of the treatment in third-line NSCLC patients resistant to checkpoint inhibitor and chemotherapy.

of December 31, 2025 neither party has terminated the agreement.

Medicines, formerly known as BeiGene - In December 2024, the Company reached an agreement with BeiGene Swizerland GmbH, (“BeOne”)

to perform certain clinical trials for the treatment of patients with small cell lung cancer (SCLC), liver cancer (HCC), and colorectal

cancer (CRC) involving a BeOne drug candidate that utilizes one of the Company’s compounds/agents.

The Company is responsible for

all costs of the study with BeOne supplying their drug tislelizumab representing a cost savings for the Company.

The overall term of

the agreement is for seven years unless earlier terminated for certain reasons as defined in the agreement.

As of December 31, 2025 neither

party has terminated the agreement.

- In June 2025, the Company reached an agreement with F.

Hoffmann-La Roche Ltd, (“Roche”) to perform certain clinical

trials for the treatment of patients hard-to-treat cancers that utilizes one of the Company’s compounds/agents.

This agreement

will continue in force for five years, unless terminated earlier by either party for certain reasons as defined in the agreement.

The parties may mutually agree in writing to extend the term of this Agreement.

As of December 31, 2025 neither party has terminated

the agreement.

Company’s net deferred tax assets consist of the following components:

OF DEFERRED TAX ASSETS

Deferred tax assets:

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Valuation allowance

( 22,883,561 )

( 15,188,160 )

Net deferred tax asset

At December 31, 2024 , the Company has unused U.S.

federal and state net operating loss (“NOL”) carryforwards of $ 35.5 million that may be applied against future taxable income.

December 31, 2025, the Company has unused U.S.

federal and state net operating loss (“NOL”) carryforwards of $ 54.7 million

that may be applied against future taxable income.

The state NOL carryforwards begin to expire in 2030.

federal NOL carryforwards may be carried forward indefinitely, however are limited to 80 percent of taxable income.

The Company has unused Australian NOL carryforwards of $ 0.2 million that may be carried forward indefinitely.

federal NOL carryforwards

may be carried forward indefinitely, however are limited to 80 percent of taxable income.

The Company has unused Australian NOL carryforwards

of $ 0.3 million that may be carried forward indefinitely.

The Company has unused U.S.

federal research and development (“R & D”) tax credits of $ 0.5 million that begin to expire in 2041 .

The use of the Company’s NOL and R & D credit carryforwards may, however, be subject to limitations as a result of an ownership change.

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.

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.

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.

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.

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, 2024 and 2023 .The valuation allowance increased by approximately $ 4.8 million and $ 4.1 million during the years ended December 31, 2024 and 2023, 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.

The Company incurred a pretax book loss of approximately $ 23.3 million for the year ended December 31, 2024 , and approximately $ 19.8 million for the year ended December 31, 2023.

No provision or benefit for U.S.

federal, state, or foreign income taxes has been recorded for the years ended December 31, 2024 and 2023, mainly due to net losses incurred by the Company.

A provision of approximately $ 2 thousand for Romanian income tax was recorded for the year ended December 31, 2024.

No provision for Romanian income tax was recorded for the year ended December 31, 2023, due to a tax exemption.

The income tax benefit differs from the benefit that would result from applying federal statutory rates to loss before income taxes as follows:

Statutory federal income tax rate

federal research and development (“R &

D”) tax credits of $ .07 million that begin to expire in 2041.

use of the Company’s NOL and R & D credit carryforwards may, however, be subject to limitations as a result of an

ownership change.

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.

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.

an ownership change occurs and if the Company earns net taxable income, the Company’s ability to use its pre-change NOLs to offset

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.

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.

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, 2025 and 2024.The valuation allowance increased by approximately $ 7.7

million during the year ended December 31, 2025, related to U.S.

federal, state, and foreign jurisdictions in the amounts of $ 4.8

million, $ 2.8

million, and $ 0.1

million, respectively.

The valuation allowance increased by approximately $ 4.8

million during the year ended December 31, 2024, related to the U.S.

federal, state and foreign jurisdictions in the amount of

million, $ 1.5

million and zero ,

respectively Increases to the valuation allowance were mainly due to increases in the NOL carryforward and other deferred tax

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.

following table presents (loss) before income taxes disaggregated between U.S.

domestic and foreign jurisdictions (in thousands):

OF (LOSS) BEFORE INCOME TAXES DISAGGREGATED BETWEEN U.S.

DOMESTIC AND FOREIGN JURISDICTIONS

following table presents income tax expense (benefit) disaggregated by jurisdiction and by type (current or deferred) (in thousands):

OF INCOME TAX EXPENSE (BENEFIT) DISAGGREGATED BY JURISDICTION AND BY TYPE (CURRENT OR DEFERRED)

2025 Deferred

2024 Deferred

foreign current income tax expense relates to Romania and is immaterial in relation to the Company’s consolidated results of operations.

taxes paid (net of refunds received) were immaterial for the years ended December 31, 2025 and 2024.

For disclosure purposes, amounts

were zero or rounded to zero (in thousands):

SCHEDULE OF INCOME TAXES PAID (NET OF REFUNDS RECEIVED)

income tax benefit differs from the benefit that would result from applying federal statutory rates to loss before income taxes as

follows (in thousands):

SCHEDULE OF FEDERAL STATUTORY RATES TO LOSS BEFORE INCOME TAXES

statutory federal income tax

State taxes, net of federal tax benefit

Foreign tax effects:

Non-deductible research expenses

Effect of changes in tax laws or rates

Research tax credit

Change in U.S.

federal valuation allowance

Nontaxable or nondeductible items:

Stock-based compensation

Warrant amendments

Other nondeductible expenses/(nontaxable income)

Change in valuation allowance

Income tax benefit

The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740.

The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances.

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

The Company did not have any significant unrecognized tax benefits during the years ended December 31, 2024 and 2023 .

Change in uncertain tax positions

Other adjustments:

Global Intangible Low Taxed Income

Deferred tax asset adjustments

Income tax expense

Company accounts for uncertain tax positions in accordance with the provisions of ASC 740.

When uncertain tax positions exist, the Company

recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination

by the taxing authority.

The determination as to whether the tax benefit will more likely than not be realized is based upon the technical

merits of the tax position as well as consideration of the available facts and circumstances.

The Company recognizes any interest and

penalties accrued related to unrecognized tax benefits as income tax expense.

The Company did not have any significant unrecognized tax

benefits during the years ended December 31, 2025 and 2024.

The Company files income tax returns in the U.S.

federal jurisdiction, several U.S.

federal jurisdiction, several

States, Australia, and Romania.

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SEGMENT INFORMATION

The Company operates in one reportable segment.

This determination is based on the Company's structure, the manner in which the chief operating decision maker ("CODM") reviews the operating results to assess performance and allocate resources, and the nature of the Company's operations.

The CODM, who is the Chief Executive Officer , regularly reviews consolidated financial information, such as consolidated net loss.

The CODM's review is for the purpose of assessing performance and making decisions about resource allocation.

See our consolidated financial statement in Part II, "Item 8, Financial Statements and Supplementary Data", and Note 1, "Description of Business, Organization, and Principles of Consolidation" for additional information about these line items and the related accounting policies.

Company operates in one reportable segment.

This determination is based on the Company’s structure, the manner in which the chief

operating decision maker (“CODM”) reviews the operating results to assess performance and allocate resources, and the nature

of the Company’s operations.

The CODM, who is the Chief Executive Officer, regularly reviews consolidated financial information,

such as consolidated net loss.

The CODM’s review is for the purpose of assessing performance and making decisions about resource

See our consolidated financial statement in Part II, “Item 8, Financial Statements and Supplementary Data”, and

Note 1, “Description of Business, Organization, and Principles of Consolidation” for additional information about these line

items and the related accounting policies.

GOVERNMENT GRANTS

Company receives research grants from the National Institutes of Health (NIH) to support specific primary research and clinical

development projects.

In accordance with ASU 2025-10, the Company accounts for these as government grants and has elected the income-related

Grant proceeds are recognized in the consolidated statements of operations when there is reasonable

assurance that the Company will comply with the conditions attached to the grant and the grant will be received.

The Company has elected

to present these grant proceeds as a component of Other income, net, rather than as a reduction of the related Research and Development

(R&D) expenses.

the fiscal year ended December 31, 2025, the Company operated under one active NIH Small Business Innovation Research (SBIR) awards (Award

#1R44CA309843-01).

These grants are cost-reimbursable, meaning the Company is entitled to payment only after incurring allowable costs

as defined by the NIH Grants Policy Statement.

As of December 31, 2025, the Company has recognized a receivable

of $ 0.4 million for qualified R&D expenditures that have been incurred but not yet reimbursed by the NIH.

grants are subject to audit and retrospective adjustment by the granting agency to ensure compliance.

While the Company believes it has

complied with all material terms of the grant agreements, any costs found to be unallowable upon audit could be subject to repayment.

As of December 31, 2025, no such repayment is deemed probable.

SUBSEQUENT EVENTS

Issuance of Options

From January 1 to March 21, 2025, the Company issued 456,545 options at a weighted exercise price of $ 1.41 to employees and consultants.

At-The-Market Offering with H.C.

Since January 1, 2025, the Company has sold 666,323 shares of Common Stock at an average price of $ 2.28 per share, resulting in aggregate gross proceeds of approximately $ 1,521,092 , for which it paid Wainwright approximately $ 45,633 in commissions, resulting in net proceeds to the Company of approximately $ 1,475,458 .

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

Private Placement

On February 24, 2025, we issued and sold 1,810,000 shares of our Common Stock and warrants to purchase 1,810,000 shares of our Common Stock in a private placement to certain accredited investors and to our participating directors pursuant to securities purchase agreements dated February 18, 2025 at a price of $ 1.50 per share, for which we received gross proceeds of approximately $ 2.72 million.

The warrants are exercisable at a price per Share of $ 1.87 , which price represents the greater of the book or market value of the stock on the date the purchase agreement was executed, are exercisable commencing one-year following issuance and have a term of six years from the initial issuance date.

The securities sold to our directors participating in the February 24, 2025 private placement were issued pursuant to the MAIA 2021 Plan.

On March 3, 2025, we issued and sold 952,633 , shares of our Common Stock and warrants to purchase 952,633 shares of our Common Stock in a private placement to certain accredited investors and to our participating directors pursuant to securities purchase agreements dated February 24, 2025 at a price of $ 1.50 per share, for which we received gross proceeds of approximately $ 1.43 million.

The warrants are exercisable at a price per Share of $ 1.85 , which price represents the greater of the book or market value of the stock on the date the purchase agreement was executed, are exercisable commencing one-year following issuance and have a term of six years from the initial issuance date.

Related Party Participation in Private Placement

The following Company directors participated in the aforementioned February 24, 2025 private placement as follows:

(i) Stan Smith purchased 50,000 shares of Common Stock and warrants to purchase up to 50,000 shares of Common Stock for an aggregate purchase price of approximately $ 75,000 ;

and (ii) Ramiro Guerrero purchased 73,333 shares of Common Stock and warrants to purchase up to 73,333 shares of Common Stock for an aggregate purchase price of approximately $ 110,000 .

In addition, FGMK Business Holdings, LLC, a 5 % stockholder purchased 1,350,000 shares of Common Stock and warrants to purchase up to 1,350,000 shares of the Company’s Common Stock for an aggregate purchase price of approximately $ 2.025 million.

The following Company directors participated in the aforementioned March 3, 2025 private placement as follows:

(i) Stan Smith purchased 25,000 shares of Common Stock and warrants to purchase up to 25,000 shares of Common Stock for an aggregate purchase price of approximately $ 37,500 ;

(ii) Ramiro Guerrero purchased 33,333 shares of Common Stock and warrants to purchase up to 33,333 shares of Common Stock for an aggregate purchase price of approximately $ 50,000 .

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.

Investors should consider the potential impact of these events on their assessments of the Company’s financial condition and performance.

January 1 to March 23, 2026, the Company issued 463,263 options at a weighted exercise price of $ 1.53 to consultants.

January 12, 2026, the Company issued 8,362 shares of common stock having a value of $ 14,550.36 (based on $ 1.74 price using the calculated

by using 120% of the dollar value weighted average price of our common stock on the New York Stock Exchange for the thirty (30) trading

days immediately preceding the date of the purchase payment or the minimum share price of $ 1.74 ) to a service provider under a master

services agreement in consideration of services rendered.

The issuance was exempt under Section 4(a)(2) of the Securities Act of 1993,

February 20, 2026, the Company issued 5,449 shares of common stock having a value of $ 14,550.36 (based on $ 2.67 price using the calculated

by using 120% of the dollar value weighted average price of our common stock on the New York Stock Exchange for the thirty (30) trading

days immediately preceding the date of the purchase payment or the minimum share price of $ 1.74 ) to a service provider under a master

services agreement in consideration of services rendered.

The issuance was exempt under Section 4(a)(2) of the Securities Act of 1993,

March 12, 2026, the Company issued 6,037 shares of common stock having a value of $ 14,550.36 (based on $ 2.41 price using the calculated

by using 120% of the dollar value weighted average price of our common stock on the New York Stock Exchange for the thirty (30) trading

days immediately preceding the date of the purchase payment or the minimum share price of $ 1.74 ) to a service provider under a master

services agreement in consideration of services rendered.

The issuance was exempt under Section 4(a)(2) of the Securities Act of 1993,

Public Offering

On March 4, 2026, the Company closed an underwritten public offering of

20,000,000 shares of its common stock at a public offering price of $ 1.50 per share for aggregate gross proceeds of $ 30 million, prior

to deducting underwriting discounts and other offering expenses.

In addition, on March 9, 2026, the Company closed on the partial exercise

of underwriter over-allotment option for the above referenced public offering for an additional 2,005,875 shares of common stock at the

public offering price of $ 1.50 per share resulting in additional gross proceeds of approximately $ 3 million.

After giving effect

to the partial exercise of the over-allotment option, the total number of shares sold by Company in the public offering increased to 22,005,875

and gross proceeds increased to approximately $ 33 million.

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.

Investors should consider the potential impact of these events on their

assessments of the Company’s financial condition and performance.

Liquidity Considerations

Subsequent to December 31, 2025, the Company successfully

executed an underwritten public offering resulting in gross proceeds of approximately $ 33 million.

The Company’s current cash position

provides sufficient liquidity to meet its obligations for at least twelve months from the issuance date of this report.

As a result of

receiving these proceeds, management has concluded that substantial doubt regarding the Company’s ability to continue as a going concern

no longer exists.

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-K

Item 9A. Controls and Procedures