Initial Public Offering

On July 28, 2022 the Company’s shares of common stock began trading on the NYSE American under the symbol MAIA. On August 1, 2022, the Company sold 2,000,000 shares of common stock at $5.00 per share for gross proceeds of $10,000,000 in an initial public offering prior to deducting underwriting discounts, commissions, and other offering expenses. On August 3, 2022, the Company sold an additional 300,000 shares of common stock at $5.00 per share when the underwriter exercised the overallotment for gross proceeds of $1,500,000 prior to deducting underwriting discounts, commissions, and other offering expenses. After deducting the underwriting discount and other offering expenses payable by the Company, the total net proceeds for the initial public offering and the overallotment were approximately $9.2 million.

Approval of Ratchet Shares

In the first quarter of 2022, the Company completed a crossover round with certain investors consisting of sales of the Company’s common stock, $0.0001 par value per share (“Common Stock”) at a price of $9.00 per share, in the aggregate amount of approximately $2.4 million (the “Crossover Round”), and in May 2022, the Company issued and sold 11,111 shares of Common Stock to certain investors at a price of $9.00 per share for a total aggregate amount of approximately $99,999 (together with the Crossover Round, the “Recent Private Rounds”). Given the proximity of the anticipated timing of the closing of the Company’s initial public offering and the closing of the Recent Private Rounds, the Board determined on July 21, 2022 that it is in the best interests of the Company, that in the event that the price per share of Common Stock sold in the Company’s planned initial public offering (the “IPO Share Price”) is less than $9.00, the Company is authorized and directed to issue to the investors in the Recent Private Rounds, so long as such investors continue to hold the shares, that number of additional shares of Common Stock such that the price per share the investors paid in the Recent Private Rounds is equal to the IPO Share Price (the “Ratchet Shares”); and that upon issuance of the Ratchet Shares, the Ratchet Shares are deemed fully paid and nonassessable. The number of Ratchet Shares were calculated using the $5.00 per share price in the Company's initial public offering and 219,872 shares of common stock were issued on August 1, 2022 to the investors in the Recent Private Rounds.

Pro forma

Expiration of Warrants

On August 1, 2022 at the closing of the initial public offering, 20,520 warrants with an exercise price of $5.00 per share expired.

Issuance of Warrants

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 January 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.

Approval of 2021 Equity Incentive Plan

On August 1, 2022 the Company approved the 2021 Equity Incentive Plan with 1,909,518 shares of common stock reserved for issuance.

Amended and Restated Certificate and Amended and Restated Bylaws

In connection with the closing of the Company’s initial public offering, the Company amended and restated its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and amended and restated its Bylaws (the “Amended and Restated Bylaws”). The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on August 1, 2022 and became effective on that date, and among other things, increased the authorized number of common stock to 70,000,000 shares and decreased the authorized number of preferred stock to 30,000,000 shares. The Amended and Restated Bylaws became effective immediately upon the consummation of the initial public offering.

Termination of Shareholders Agreement

Upon the closing of the Company’s initial public offering, the Company’s shareholders agreement terminated pursuant to its terms. The shareholders agreement gave first MAIA, followed by the non-selling shareholders, the option to purchase the outstanding shares of a shareholder prior to the sale of shares to a third party. Should the non-selling shareholders decline to purchase any portion of the selling shareholders shares, MAIA could have a final opportunity to repurchase the shares. The agreement also contained provisions for "drag-along" and "tag-along" rights, as described in the agreement. The shareholders agreement, including the aforementioned provisions, terminated upon the closing of MAIA’s initial public offering.