10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission File Number: 001-41455

MAIA BIOTECHNOLOGY, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	83-1495913
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
444 West Lake Street, Suite 1700 Chicago, IL	60606
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (312) 416-8592

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading
Symbol(s)

    Name of each exchange on which registered

    Common Stock, $0.0001 par value per share

    MAIA

    NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 14, 2024, the registrant had 21,837,149 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents


		Page
	Note About Forward-Looking Statements	1

	PART I—FINANCIAL INFORMATION	2
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	2
	Condensed Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2024 and 2023	3
	Condensed Consolidated Statements of Comprehensive Loss (Unaudited) for the three months ended March 31, 2024 and 2023	4
	Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) for the three months ended March 31, 2024 and 2023	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2024 and 2023	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
	PART II—OTHER INFORMATION	32
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	35
Signatures		36

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this report, including statements regarding our future results of operations and financial position, business strategy, product candidates, planned preclinical studies and clinical trials, research and development costs, regulatory approvals, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "could," "would," "expect," "objective," "plan," "potential," "seek," "grow," "target," "if," and similar expressions intended to identify forward-looking statements. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors, including those which we discuss under “Risk Factors,” elsewhere in this Quarterly Report on Form 10-Q and in our other filings with the Securities and Exchange Commission (the "SEC").

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward‑looking statements.

Unless the context indicates or otherwise requires, “the Company,” “our Company,” “we,” “us,” and “our” refer to MAIA Biotechnology, Inc., a Delaware corporation, and its consolidated subsidiaries.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

MAIA Biotechnology, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets


	March 31, 2024			December 31, 2023
	(unaudited)
ASSETS
Current assets:
Cash	$	8,271,449		$	7,150,695
Prepaid expenses and other current assets		272,583			268,677
Australia research and development incentives receivable		155,969			144,680
Total current assets		8,700,001			7,564,052
Deferred offering costs		13,235			—
Other assets		2,800			2,800
Total assets	$	8,716,036		$	7,566,852
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,872,502		$	1,638,546
Accrued expenses		3,035,265			3,298,607
Total current liabilities		4,907,767			4,937,153
Long term liabilities:
Warrant liability		9,573,197			2,152,188
Total liabilities		14,480,964			7,089,341
Commitments and contingencies (Note 7)
Stockholders' equity (deficit)
Preferred stock, $0.0001 par value, 30,000,000 shares authorized at March 31, 2024 and December 31, 2023, 0 shares issued and outstanding	—			—
Common stock, $0.0001 par value, 70,000,000 shares authorized at March 31, 2024 and December 31, 2023, 20,581,469 and 16,986,254 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		2,059			1,699
Additional paid-in capital		66,310,691			64,472,249
Accumulated deficit		(72,047,632	)		(63,980,177	)
Accumulated other comprehensive loss		(30,046	)		(16,260	)
Total stockholders' equity (deficit)		(5,764,928	)		477,511
Total liabilities and stockholders' equity (deficit)	$	8,716,036		$	7,566,852

See the accompanying notes to the unaudited condensed consolidated financial statements.

MAIA Biotechnology, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended March 31,
	2024			2023
Operating expenses:
Research and development expenses	$	2,320,742		$	2,195,991
General and administrative expenses		1,628,134			1,988,259
Total operating expenses		3,948,876			4,184,250
Loss from operations		(3,948,876	)		(4,184,250	)
Other (expense) income:
Interest expense		—			(5,147	)
Interest income		44,118			336
Australian research and development incentives		18,601			51,243
Change in fair value of warrant liability		(4,181,298	)		20,942
Other income, net		(4,118,579	)		67,374
Net loss		(8,067,455	)		(4,116,876	)
Net loss attributable to MAIA Biotechnology, Inc. shareholders	$	(8,067,455	)	$	(4,116,876	)
Net loss per share
Basic and diluted	$	(0.46	)	$	(0.38	)
Weighted average common shares outstanding basic and diluted		17,601,407			10,977,054

See the accompanying notes to the unaudited condensed consolidated financial statements.

MAIA Biotechnology, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)


	Three Months Ended March 31,
	2024			2023
Net loss	$	(8,067,455	)	$	(4,116,876	)
Foreign currency translation adjustment		(13,786	)		(9,301	)
Comprehensive loss	$	(8,081,241	)	$	(4,126,177	)

See the accompanying notes to the unaudited condensed consolidated financial statements.

MAIA Biotechnology, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited)


For the Three Months Ended March 31,
2024
	Preferred Stock				Common Stock
	Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity (Deficit)
Balance at December 31, 2023		—	$	—		16,986,254	$	1,699	$	64,472,249	$	(63,980,177	)	$	(16,260	)	$	477,511
Issuance of restricted stock		—		—		12,500		1		11,499		—			—			11,500
Stock-based compensation expense		—		—		—		—		349,965		—			—			349,965

SEC Form 10-Q filed by MAIA Biotechnology Inc.