UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2026

MAIA Biotechnology, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41455

83-1495913

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

444 West Lake Street, Suite 1700
Chicago, IL		60606
(Address of principal executive offices)		(Zip Code)

(312) 416-8592

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4©)

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		MAIA		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

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. ☐

Item 1.02

Termination of a Material Definitive Agreement.

On May 14, 2026, MAIA Biotechnology, Inc. (the “Company”) suspended sales of its common stock, par value $0.0001 per share (“Common Stock”), pursuant to that certain At The Market Offering Agreement dated February 14, 2024, or the sales agreement, between the Company and H.C. Wainwright & Co., LLC (the “Agent”), the Company’s sales agent thereunder, and provided notice to the Agent that it is terminating the sales agreement, which termination will be effective 7-business days after May 14, 2026, in accordance with the terms of the sales agreement. Since filing of the March 28, 2025 prospectus supplement for up to $11,200,000 under the sales agreement, we have offered and sold 3,116,012 shares of common stock for gross proceeds of approximately $5,680,924 pursuant to the sales agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 14, 2026

	MAIA BIOTECHNOLOGY, INC.

	By:	/s/ Vlad Vitoc
	Name:	Vlad Vitoc
	Title:	Chief Executive Officer

SEC Form 8-K filed by MAIA Biotechnology Inc.