MAIA Biotechnology Inc

Amendments to Common Stock Purchase Warrants

On May 11, 2024, the Company entered into amendments to certain of those common stock purchase warrants originally issued on March 14, 2024 with an exercise price of $1.30 per share with holders of such warrants to purchase 1,794,882 shares of common stock (out of warrants to purchase an aggregate of 2,043,587 shares of common stock issued to non-affiliated investors on March 14, 2024) to amend and restate the “Fundamental Transaction” adjustment provision in such warrants to facilitate such warrants being accounted for on the Company’s balance sheet as equity in future periods as opposed to a warrant liability.

On May 11, 2024, the Company entered into amendments to certain of those common stock purchase warrants originally issued on March 28, 2024 with an exercise price of $2.55 per share with holders of such warrants to purchase 349,886 shares of common stock (out of warrants to purchase an aggregate of 578,643 shares of common stock issued to non-affiliated investors on March 28, 2024) to amend and restate the “Fundamental Transaction” adjustment provision in such warrants to facilitate such warrants being accounted for on the Company’s balance sheet as equity in future periods as opposed to a warrant liability.

On May 11, 2024, the Company entered into amendments to certain of those common stock purchase warrants originally issued on April 25, 2024 with an exercise price of $2.26 per share with holders of such warrants to purchase 263,027 shares of common stock (out of warrants to purchase an aggregate of 326,939 shares of common stock issued to non-affiliated investors on April 25, 2024) to amend and restate the “Fundamental Transaction” adjustment provision in such warrants to facilitate such warrants being accounted for on the Company’s balance sheet as equity in future periods as opposed to a warrant liability.

The foregoing descriptions of terms and conditions of the amendments to common stock purchase warrants originally issued on each of March 14, 2024, March 28, 2024 and April 25, 2024 do not purport to be complete and are qualified in their entirety by the full text of the form of such amendments, which are attached hereto as Exhibits 4.1, 4.2, and 4.3, respectively, to this Quarterly Report on Form 10-Q and are incorporated by reference herein.

10b5-1 Trading Plans

During the fiscal quarter ended March 31, 2024, no Section 16 director or officer adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act).

There wereno “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted, modified or terminated during the fiscal quarter ended March 31, 2024 by our directors and Section 16 officers.