UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 8.01 Other Events.
On March 26, 2025, MAIA Biotechnology, Inc. (the “Company”) decreased the maximum aggregate offering price of the shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable under the At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co. LLC, dated February 14, 2024, from $30,000,000 to $11,200,000 and filed a prospectus supplement dated March 26, 2025 (the “Current Prospectus Supplement”) under the Sales Agreement for an aggregate of $11,200,000. Prior to the date hereof, the Company sold shares of common stock having an aggregate sales price of approximately $6,289,062 pursuant to General Instruction I.B.6 of Form S-3 under the Sales Agreement in the last 12-months and $11,633,086 under the Sales Agreement in the aggregate. A copy of the legal opinion as to the legality of the $11,200,000 of shares of Common Stock issuable under the Sales Agreement and covered by the Current Prospectus Supplement is filed as Exhibit 5.1 attached hereto.
The Shares will be issued pursuant to our 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 as amended and supplemented by the Current Prospectus Supplement and our prospectus supplements dated February 14, 2024, March 25, 2024, May 15, 2024 and December 23, 2024.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of Sheppard Mullin Richter & Hampton LLP | |
| 23.1 | Consent of Sheppard Mullin Richter & Hampton LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 26, 2025
| MAIA BIOTECHNOLOGY, INC. | ||
| By: | /s/ Vlad Vitoc |
|
| Name: | Vlad Vitoc | |
| Title: | Chief Executive Officer | |
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