MAIA Biotechnology Inc

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Recent sales of unregistered securities

On September 20, 2024, the Company entered into a Services Agreement with IRTH Communications LLC (“IRTH”) pursuant to which IRTH will provide investor relations, communications and consulting services. In consideration of IRTH's undertaking of the services agreement and provision of services thereunder, the Company agreed to issue IRTH shares of its Common Stock having a value of $100,000 with the number of shares (the “Shares”) determined by dividing $100,000 by the Company's closing price on the date of execution of the agreement, or 34,602 shares based on the $2.89 closing price for the Company's common stock on September 20, 2024. The Shares are to be issued based on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

No underwriters were involved in the foregoing issuance of securities. The securities described above were issued in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(a)(2) under the Securities Act relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required. The recipient of securities in the transaction described above represented that it was an accredited investor and was acquiring the securities for its own account for investment purposes only, and not with a view to, or for sale in connection with, any distribution thereof and that they could bear the risks of the investment and could hold the securities for an indefinite period of time and appropriate legends were affixed to the instruments representing such securities issued in such transactions

Purchases of equity securities by the issuer and affiliated purchasers.

None.