UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2025, MAIA Biotechnology, Inc. (the “Company”) (NYSE American: MAIA) held its 2025 Annual Meeting of stockholders (the “Annual Meeting”). For more information on the proposals, which are described below, please refer to the Company’s definitive proxy statement, dated April 8, 2025, as filed by the Company with the Securities and Exchange Commission on April 8, 2025.
As of the record date of March 24, 2025, there were 29,587,314 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, there were present, in person or by proxy, shareholders holding an aggregate of 19,822,242 shares of common stock, representing approximately 66.9% of the shares of common stock issued and outstanding and entitled to vote at the Annual Meeting; therefore a quorum was present. The following matters were submitted to a vote of stockholders at the Annual Meeting:
1. Election of Directors
Stockholders re-elected both of the Company’s Class III nominees for director for three-year terms expiring on the annual meeting of stockholders to be held in 2028 or until their successors are duly elected and qualified. Each of the nominees is currently serving as a member of our board of directors. The voting results were as follows:
| Directors | For | Withheld | Broker Non-Votes | |||||||||
| Jean-Manassé Theagène | 13,774,566 | 670,727 | 5,376,949 | |||||||||
| Stan V. Smith | 13,123,639 | 1,321,654 | 5,376,949 | |||||||||
2. Ratification of Auditors
Stockholders ratified the appointment of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results were as follows:
| For | Against | Abstain | ||||||||
| 19,151,887 | 436,639 | 233,716 | ||||||||
3. Authorized Share Increase Proposal
Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the Company’s authorized common stock from 70,000,000 shares to 150,000,000 shares:
| For | Against | Abstain | ||||||||
| 16,869,486 | 2,186,471 | 766,285 | ||||||||
Item 8.01 Other Events.
On May 22, 2025, the Company filed a Certificate of Amendment to amend Company’s Amended and Restated Certificate of Incorporation to increase the Company’s authorized common stock from 70,000,000 shares to 150,000,000 shares.
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of MAIA Biotechnology, Inc. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
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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: May 22, 2025
| MAIA BIOTECHNOLOGY, INC. | ||
| By: | /s/ Vlad Vitoc | |
| Name: | Vlad Vitoc | |
| Title: | Chief Executive Officer | |
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