Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person:  The 2,889,561 shares of common stock, $0.0001 per share ("Common Stock") of MAIA Biotechnology, Inc. (the "Issuer") includes (i) 28,448 shares of Common Stock held by FGMK, LLC and (ii) 322,473 shares of Common Stock issuable upon exercise of a warrant issued on March 14, 2024 which became exercisable on September 14, 2024 ("FGMK Warrant"). The foregoing excludes 117,697 shares of Common Stock issuable upon exercise of the FGMK Warrant, as the FGMK Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the FGMK Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock of the Issuer. All ownership percentages in this schedule are calculated based on an aggregate of 25,332,069 shares of Common Stock outstanding as set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission ("SEC") on November 12, 2024, plus: (i) 507,364 shares of Common Stock sold by the Issuer in a private placement in December 2024 as reported in the Current Report on Form 8-K filed by the Issuer with the SEC on December 10, 2024; (ii) 1,810,000 shares of Common Stock sold by the Issuer in a private placement reported in the Current Report on Form 8-K filed by the Issuer with the SEC on February 19, 2025, which closed on February 24, 2025; and (iii) 952,633 shares of Common Stock sold by the Issuer in a private placement reported in the Current Report on Form 8-K filed by the Issuer with the SEC on February 25, 2025, which closed on March 3, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person:  The 2,889,561 shares includes 2,861,113 shares held by FGMK Business Holdings, LLC. All ownership percentages in this schedule are calculated based on an aggregate of 25,332,069 shares of Common Stock outstanding as set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission ("SEC") on November 12, 2024, plus: (i) 507,364 shares of Common Stock sold by the Issuer in a private placement in December 2024 as reported in the Current Report on Form 8-K filed by the Issuer with the SEC on December 10, 2024; (ii) 1,810,000 shares of Common Stock sold by the Issuer in a private placement reported in the Current Report on Form 8-K filed by the Issuer with the SEC on February 19, 2025, which closed on February 24, 2025 and (iii) 952,633 shares of Common Stock sold by the Issuer in a private placement reported in the Current Report on Form 8-K filed by the Issuer with the SEC on February 25, 2025, which closed on March 3, 2025.


SCHEDULE 13G



 
FGMK Business Holdings, LLC
 
Signature:/s/ Michael Fernandez
Name/Title:Michael Fernandez, Attorney in Fact
Date:03/03/2025
 
FGMK, LLC
 
Signature:/s/ Michael Fernandez
Name/Title:Michael Fernandez, Attorney in Fact
Date:03/03/2025
Exhibit Information

1. Joint Filing Agreement. 2. Power of Attorney for FGMK Business Holdings, LLC. 3. Power of Attorney for FGMK, LLC.