Document and Entity Information - shares |
9 Months Ended | |
|---|---|---|
Sep. 30, 2022 |
Nov. 08, 2022 |
|
| Cover [Abstract] | ||
| Document Type | 10-Q/A | |
| Amendment Flag | true | |
| Amendment Description | EXPLANATORY NOTE This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q as of and for the three and nine month periods ended September 30, 2022 (the “Original Report”) of MAIA Biotechnology, Inc. (the “Company”), as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 9, 2022. Background of Restatement On February 3, 2023, the audit committee of the board of directors of the Company (the “Audit Committee”) concluded, after discussion with the Company’s management, that it is appropriate to restate the Company’s previously issued unaudited condensed consolidated balance sheet as of September 30, 2022, and unaudited condensed consolidated statements of operations, unaudited condensed consolidated statements of comprehensive loss and unaudited condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2022, and the unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2022 included in the Company’s previously filed Quarterly Report on Form 10-Q with the SEC (the “Q3 Form 10-Q” and, the financial statements included in the Q3 Form 10-Q, the “Non-Reliance Financial Statements”). Considering the restatement of such financial statements, the Company concluded that the Non-Reliance Financial Statements should no longer be relied upon. This Amendment includes restatements of the Non-Reliance Financial Statements. In connection with SEC pronouncements related to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), the Company re-evaluated its accounting for the Issuance of Ratchet shares and warrants to Underwriters in connection with the IPO. As a result, the Company determined that the ratchet shares had improperly been treated as a deemed dividend instead of operating expense and the warrants were improperly classified as equity instead of a liability. Effects of Restatement As a result of the factors described above, the Company has included in this Amendment a restatement of its unaudited condensed consolidated financial statements for the periods affected by the Non-Reliance Financial Statements. See Note 2 to the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Amendment for additional information on the restatement and the related financial statement effects. These changes do not impact the Company’s cash position. Internal Control Considerations The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. For a discussion of management’s consideration of the material weakness identified, see Part I, Item 4, Controls and Procedures of this Amendment. Items Amended in this Form 10-Q/A This Form 10-Q/A presents the Original Report, amended and restated with modifications as necessary to reflect the restatements. The following items have been amended to reflect the restatement:Part I, Item 1. Financial Statements Part I, Item 4, Controls and Procedures Part II, Item 1A. Risk Factors In addition, the Company’s Principal Executive Officer and Principal Financial and Accounting Officer has provided new certifications dated as of the date of this filing in connection with this Form 10-Q/A (Exhibits31.1, 31.2, 32.1 and 32.2). Except as described above, this Form 10-Q/A does not amend, update or change any other items or disclosures in the Original Report and does not purport to reflect any information or events subsequent to the filing thereof. As such, this Form 10-Q/A speaks only as of the date the Original Report was filed, and we have not undertaken herein to amend, supplement or update any information contained in the Original Report to give effect to any subsequent events. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Report, including any amendment to those filings. | |
| Document Period End Date | Sep. 30, 2022 | |
| Document Fiscal Year Focus | 2022 | |
| Document Fiscal Period Focus | Q3 | |
| Document Transition Report | false | |
| Document Quarterly Report | true | |
| Trading Symbol | MAIA | |
| Entity Incorporation State Country Code | DE | |
| Entity Registrant Name | MAIA BIOTECHNOLOGY, INC. | |
| Entity Central Index Key | 0001878313 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Shell Company | false | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Ex Transition Period | false | |
| Entity File Number | 001-41455 | |
| Entity Tax Identification Number | 83-1495913 | |
| Entity Address Address Line1 | 444 West Lake Street | |
| Entity Address, Address Line Two | Suite 1700 | |
| Entity Address City Or Town | Chicago | |
| Entity Address State Or Province | IL | |
| Entity Address Postal Zip Code | 06060 | |
| City Area Code | 312 | |
| Local Phone Number | 416-8592 | |
| Entity Common Stock, Shares Outstanding | 10,945,904 | |
| Security12b Title | Common Stock, $0.0001 par value per share | |
| Security Exchange Name | NYSE |