MAIA Biotechnology, Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information and Holders Our common stock is traded on NYSE American under the symbol “MAIA”. As of March 23, 2026, 60,671,491 shares of the Company’s common stock were issued and outstanding and were owned by approximately 171 holders of record. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. Dividend Policy We have never declared or paid any cash dividends on our common stock or any other securities. We anticipate that we will retain all available funds and any future earnings, if any, for use in the operation of our business and do not anticipate paying cash dividends in the foreseeable future. In addition, future debt instruments may materially restrict our ability to pay dividends on our common stock. Payment of future cash dividends, if any, will be at the discretion of the board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, the requirements of current or then-existing debt instruments and other factors the board of directors deems relevant. Recent Sales of Unregistered Securities On November 13, 2025, we issued 7,951 restricted shares of common stock to Prevail InfoWorks, Inc. in consideration of research and development services rendered having a value of $14,550. We did not receive any proceeds from the issuance of these shares. On November 14, 2025, we issued 32,211 restricted shares of common stock to FGMK, LLC in consideration of accounting and consulting services rendered having a value of $33,500. We did not receive any proceeds from the issuance of these shares. On December 3, 2025, we issued 301,608 restricted shares of common stock to HitGen, Inc. in consideration of research and development services rendered having a value of $277,480. We did not receive any proceeds from the issuance of these shares. On December 5, 2025, we issued 16,724 restricted shares of common stock to Prevail InfoWorks, Inc. in consideration of research and development services rendered having a value of $29,101. We did not receive any proceeds from the issuance of these shares. On 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. On 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. On 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. No underwriters were involved in the foregoing issuances of securities. The securities described above were issued to investors in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(a)(2) under the Securities Act relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required. The recipient of securities in the transactions described above represented that it was an accredited investor and was acquiring the securities for their own account for investment purposes only, and not with a view to, or for sale in connection with, any distribution thereof and that they could bear the risks of the investment and could hold the securities for an indefinite period of time and appropriate legends were affixed to the instruments representing such securities issued in such transactions. Issuers Purchases of Equity Securities None. Item 6. [Reserved]