| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 28, 2024, MAIA Biotechnology, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”) for the issuance and sale in a private placement (the “Private Placement”) of: (i) 846,984 shares (the “Investor Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and (ii) warrants (the “Investor Warrants”) to purchase up to 846,984 shares of Common Stock, at a price per share of $2.259, for an aggregate purchase price of approximately $1,913,337.
The Warrants are exercisable at a price per Share of $2.51, which price represents the greater of the book or market value of the stock on the date the Purchase Agreement was executed (subject to customary adjustments as set forth in the Warrants, which do not include any provisions relating to price protection), are exercisable commencing six months following issuance and have a term of five years from the initial exercise date.
In addition, in recognition of the past and continued future services provided by members of the Company’s board of directors (the “Board”) and to further align the interests of directors with those of the Company’s stockholders, the Board has determined it advisable and in the best interests of the Company and its stockholders to allow members of the Board to participate in the Private Placement and certain directors of the Company executed the Purchase Agreement to subscribe for (i) 232,800 shares of Common Stock (the “Director Shares,” together with the Investor Shares, the “Shares”) and (ii) common stock purchase warrants to purchase up to 232,800 shares of the Company’s Common Stock (the “Director Warrants,” together with the Investor Warrants, the “Warrants”) at a price per share of $2.259 for an aggregate purchase price of approximately $525,895. The Director Warrants are exercisable at a price of $2.51 per share, which price represents the greater of the book or market value of the stock on the date the Purchase Agreement was executed (subject to customary adjustments as set forth in the Director Warrants), are exercisable commencing six months following issuance and will have a term of five years from the initial exercise date. The Director Shares and Director Warrants (and any shares of Common Stock issuable upon exercise thereof) are being issued under the Company’s 2021 Equity Incentive Plan (the “Plan”) as an Unrestricted Stock Award (as defined in the Plan) and an Award of Options (as such terms are defined in the Plan), respectively. Company director Stan Smith subscribed to purchase 100,000 Director Shares and 100,000 Director Warrants for an aggregate purchase price of approximately $225,900; Company director Ramiro Guerrero subscribed to purchase 88,534 Director Shares and 88,534 Director Warrants for an aggregate purchase price of approximately $200,000; Company director Steven Chaouki subscribed to purchase 22,133 Director Shares and 22,133 Director Warrants for an aggregate purchase price of approximately $50,000; and Company director Cristian Luput subscribed to purchase 22,133 Director Shares and 22,133 Director Warrants for an aggregate purchase price of approximately $50,000. In addition, the son of Company director Stan Smith subscribed to purchase 40,000 Director Shares and 40,000 Director Warrants for an aggregate purchase price of approximately $90,360
The Shares and the Warrants (and the shares of common stock underlying the Warrants) sold in the Private Placement are being issued as restricted securities as defined in Rule 144 of the Securities Act of 1933, as amended and do not contain any registration rights.
The combined gross proceeds from the offerings is expected to be approximately $4.4 million, prior to deducting offering expenses payable by the Company. The Company intends to use the net proceeds from the offerings to fund manufacturing of THIO for Phase II clinical trials and for working capital. The closing of the Private Placement is expected to occur on October 30, 2024, subject to the satisfaction of customary closing conditions.
The foregoing descriptions of terms and conditions of the Purchase Agreement, the Investor Warrants and the Director Warrants do not purport to be complete and are qualified in their entirety by the full text of the form of the Purchase Agreement and the form of the Investor Warrants and the form of the Director Warrants, which are attached hereto as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
Reference is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference.
The Shares, the Warrants and the shares issuable upon exercise of the Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder.
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