MAIA Biotechnology Inc
For the period ended Dec 31, 2023. Filed Mar 21, 2024.
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FY2023 · Filed Mar 21, 2024
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Item 16. Form 10-K Summary
None.
Exhibit Index
| ExhibitNumber | Description |
| 1.1 | At The Market Offering Agreement dated February 14, 2024 between MAIA Biotechnology, Inc. and H.C. Wainwright & Co., LLC, filed as Exhibit 1.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2024 and incorporated herein by reference. |
| 3.1(1) | Amended and Restated Certificate of Incorporation of MAIA Biotechnology, Inc |
| 3.2(1) | Amended and Restated Bylaws of MAIA Biotechnology, Inc. |
| 4.1* | Description of Registrant’s Securities. |
| 4.2(1) | Form of Representative’s Warrant (Included in Exhibit 10.19) |
| 4.3(4) | Form of Warrant |
| 4.4(4) | Specimen certificate representing shares of common stock |
| 4.5 | Common Stock Purchase Warrant, filed as Exhibit 4.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2023 and incorporated herein by reference. |
| 4.6 | Form of Warrant, filed as Exhibit 4.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2023 and incorporated herein by reference. |
| 4.7 | Form of Wainwright Warrant, filed as Exhibit 4.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2023 and incorporated herein by reference. |
| 4.8 | Form of Investor Warrants, filed as Exhibit 4.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2024 and incorporated herein by reference. |
| 4.9 | Form of Director Warrants, filed as Exhibit 4.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2024 and incorporated herein by reference. |
| 10.1(1) | Form of Indemnification Agreement. |
| 10.2(2) | Employment Agreement, dated as of September 16, 2022, between the Company and Vlad Vitoc. |
| 10.3(2) | Employment Agreement, dated as of September 16, 2022, between the Company and Mihail Obrocea. |
| 10.4(2) | Employment Agreement, dated as of September 16, 2022, between the Company and Sergei Gryaznov. |
| 10.5(2) | Employment Agreement, dated as of September 16, 2022, between the Company and Joseph McGuire. |
| 10.6†(3) | Supply and Non-Exclusive License Agreement between the Company and Regeneron Pharmaceuticals, Inc. dated February 1, 2021. |
| 10.7†(3 | Patent & Technology License Agreement between the Company and The Board of Regents of The University of Texas System on behalf of The University of Texas Southwestern Medical Center dated December 8, 2020. |
| 10.8†(3) | Patent & Technology License Agreement between the Company and The Board of Regents of The University of Texas System on behalf of The University of Texas Southwestern Medical Center dated December 23, 2020. |
| 10.9+(4) | MAIA Biotechnology, Inc. 2018 Stock Option Plan. |
| 10.10+(4) | MAIA Biotechnology, Inc. Amended & Restated 2020 Equity Incentive Plan. |
| 10.11+(5) | MAIA Biotechnology, Inc. 2021 Equity Incentive Plan. |
| 10.12+(6) | Form of Director Stock Option Award under Amended & Restated 2020 Equity Incentive Plan. |
| 10.13+(6) | Form of Compensatory Management Stock Option Award Agreement under Amended & Restated 2020 Equity Incentive Plan. |
| 10.14+(6) | Form of Consulting Stock Option Award Agreement under Amended & Restated 2020 Equity Incentive Plan. |
| 10.15+(6) | Form of Employee Stock Option Award Agreement under Amended & Restated 2020 Equity Incentive Plan. |
| 10.16+(7) | Form of Incentive Stock Option Award under 2021 Equity Incentive Plan. |
| 10.17+(7) | Form of Non-qualified Stock Option Award under 2021 Equity Incentive Plan. |
| 10.18+(7) | Form of Director and Consultant Non-qualified Stock Option Award under 2021 Equity Incentive Plan. |
| 10.19(1) | Underwriting Agreement dated as of July 27, 2022 between the Company and ThinkEquity, LLC |
| 10.20 | Sales Agreement dated September 1, 2023 by and between MAIA Biotechnology, Inc. and ThinkEquity LLC filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2023 and incorporated herein by reference. |
| 10.21 | Employment Agreement dated August 30, 2023 between Jeffrey Himmelreich and MAIA Biotechnology, Inc., filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 15, 2023 and incorporated herein by reference. |
| 10.22 | Form of Securities Purchase Agreement, filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2023 and incorporated herein by reference. |
| 10.23 | Form of Lock-Up Agreement, filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2023 and incorporated herein by reference. |
| 10.24 | Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2024 and incorporated herein by reference. |
| 16.1(8) | Letter from EisnerAmper LLP regarding the change in the Registrant’s certifying accountant, dated November 21, 2022. |
| 21.1* | List of Subsidiaries of the Registrant. |
| 23.1* | Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm. |
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1* | Clawback Policy |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- Filed herewith.
(1) Filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2022.
(2) Filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on September 21, 2022.
(3) Filed as an exhibit to the registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2022.
(4) Filed as an exhibit to the registrant’s Registration Statement on Form S-1 filed with the SEC on April 11, 2022.
(5) Filed as an exhibit to the registrant’s Registration Statement on Form S-8 filed with the SEC on August 1, 2022.
(6) Filed as an exhibit to the registrant’s Registration Statement on Form S-1 filed with the SEC on June 29, 2022.
(7) Filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 22, 2022.
(8) Filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on November 22, 2022.
- Indicates management contract or compensatory plan.
† Pursuant to Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted (indicated by “[***]”) because the Registrant has determined that the information is not material and is the type that the Registrant treats as private or confidential.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 21, 2024.
| MAIA BIOTECHNOLOGY, INC. | |
| By: | /s/ Vlad Vitoc |
| Name: | Vlad Vitoc |
| Title: | Chief Executive Officer and Chairman |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date |
|---|---|---|
| /s/ Vlad Vitoc | Chairman and Chief Executive Officer | March 21, 2024 |
| Vlad Vitoc | (Principal Executive Officer) | |
| /s/ Jeffrey C. Himmelreich | Head of Finance | March 21, 2024 |
| Jeffrey C. Himmelreich | (Principal Financial Officer) | |
| /s/ Steven Chaouki | Director | March 21, 2024 |
| Steven Chaouki | ||
| /s/ Ramiro Guerrero | Director | March 21, 2024 |
| Ramiro Guerrero | ||
| /s/ Louie Ngar Yee | Director | March 21, 2024 |
| Louie Ngar Yee | ||
| /s/ Cristian Luput | Director | March 21, 2024 |
| Cristian Luput | ||
| /s/ Stan V. Smith | Director | March 21, 2024 |
| Stan V. Smith | ||
| /s/ Jean-Manassé Theagène | Director | March 21, 2024 |
| Jean-Manassé Theagène | ||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (Grant Thornton, LLP PCAOB ID 248) | F-2 |
|---|---|
| Consolidated Balance Sheets | F-3 |
| Consolidated Statements of Operations | F-4 |
| Consolidated Statements of Comprehensive Loss | F-5 |
| Consolidated Statements of Changes in Stockholders’ Equity | F-6 |
| Consolidated Statements of Cash Flows | F-8 |
| Notes to Consolidated Financial Statements | F-9 |
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