| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
MAIA Biotechnology, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
552641102 (CUSIP Number) |
09/14/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 552641102 |
| 1 | Names of Reporting Persons FGMK Business Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ILLINOIS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,889,561.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
The 2,889,561 shares of common stock, $0.0001 per share ("Common Stock") of MAIA Biotechnology, Inc. (the "Issuer") includes (i) 28,448 shares of Common Stock held by FGMK, LLC and (ii) 322,473 shares of Common Stock issuable upon exercise of a warrant issued on March 14, 2024 which became exercisable on September 14, 2024 ("FGMK Warrant"). The foregoing excludes 117,697 shares of Common Stock issuable upon exercise of the FGMK Warrant, as the FGMK Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the FGMK Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock of the Issuer. All ownership percentages in this schedule are calculated based on an aggregate of 25,332,069 shares of Common Stock outstanding as set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission ("SEC") on November 12, 2024, plus: (i) 507,364 shares of Common Stock sold by the Issuer in a private placement in December 2024 as reported in the Current Report on Form 8-K filed by the Issuer with the SEC on December 10, 2024; (ii) 1,810,000 shares of Common Stock sold by the Issuer in a private placement reported in the Current Report on Form 8-K filed by the Issuer with the SEC on February 19, 2025, which closed on February 24, 2025; and (iii) 952,633 shares of Common Stock sold by the Issuer in a private placement reported in the Current Report on Form 8-K filed by the Issuer with the SEC on February 25, 2025, which closed on March 3, 2025.
SCHEDULE 13G |
| CUSIP No. | 552641102 |
| 1 | Names of Reporting Persons FGMK, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ILLINOIS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,889,561.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
The 2,889,561 shares includes 2,861,113 shares held by FGMK Business Holdings, LLC. All ownership percentages in this schedule are calculated based on an aggregate of 25,332,069 shares of Common Stock outstanding as set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission ("SEC") on November 12, 2024, plus: (i) 507,364 shares of Common Stock sold by the Issuer in a private placement in December 2024 as reported in the Current Report on Form 8-K filed by the Issuer with the SEC on December 10, 2024; (ii) 1,810,000 shares of Common Stock sold by the Issuer in a private placement reported in the Current Report on Form 8-K filed by the Issuer with the SEC on February 19, 2025, which closed on February 24, 2025 and (iii) 952,633 shares of Common Stock sold by the Issuer in a private placement reported in the Current Report on Form 8-K filed by the Issuer with the SEC on February 25, 2025, which closed on March 3, 2025.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: MAIA Biotechnology, Inc. | |
| (b) | Address of issuer's principal executive
offices: 444 WEST LAKE STREET, SUITE 1700, CHICAGO, IL, 60606 | |
| Item 2. | ||
| (a) | Name of person filing: (i) FGMK Business Holdings, LLC ("FGMK Business")
(i) FGMK, LLC ("FGMK" and together with FGMK Business, the "Reporting Persons"),
The Reporting Persons do not include the managers of (i) FGMK Business, Mario Donato, Randy Markowitz, Lee Singer and Steven Kolber and (ii) FGMK, Mario Donato, Randy Markowitz, Lee Singer and Steven Kolber. | |
| (b) | Address or principal business office or, if
none, residence: The address of each Reporting Person is 2801 Lakeside Drive, 3rd Floor, Bannockburn, IL 60015 | |
| (c) | Citizenship: Each Reporting Person is an Illinois limited liability company | |
| (d) | Title of class of securities: Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.: 552641102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 2,889,561 shares which includes (i) 28,448 shares of Common Stock held by FGMK, LLC received on received in consideration of services rendered to the Issuer; and (ii) 2,861,113 shares of Common Stock held by FGMK Business of which (A) 280,000 shares of Common Stock purchased in a public offering on August 1, 2022; (B) 225,000 shares of Common Stock purchased in a public offering on April 27, 2023; (C) 440,170 shares of Common Stock purchased in a private placement on September 14, 2024; (D) 243,470 shares of Common Stock purchased in a private placement on November 1, 2024; (e) 1,350,000 shares of Common Stock purchased in a private placement on February 24, 2025 and (f) 322,473 shares of Common Stock issuable upon exercise of a warrant issued on March 14, 2024 which became exercisable on September 14, 2024 (FGMK Warrant). The foregoing excludes 117,697 shares of Common Stock issuable upon exercise of the FGMK Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the FGMK Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 3,007,258 shares of Common Stock. | |
| (b) | Percent of class: 9.99% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: (i) FGMK Business has the sole power to direct the vote of 2,861,113 shares of Common Stock and
(ii) FGMK has the sole power to direct the vote of 28,448 shares of Common Stock | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: (i) FGMK Business has the sole power to direct the vote of 2,861,113 shares of Common Stock and
(ii) FGMK has the sole power to direct the vote of 28,448 shares of Common Stock | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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|
|
Exhibit
Information |
1. Joint Filing Agreement.
2. Power of Attorney for FGMK Business Holdings, LLC.
3. Power of Attorney for FGMK, LLC. |