Here part of new 8K
$MAIA Biotechnology(MAIA.US$ Private Placement
On March 11, 2024, MAIA Biotechnology, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”) for the issuance and sale in a private placement (the “Private Placement”) of (i) 2,043,587 shares (the “Investor Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and (ii) warrants (the “Investor Warrants”) to purchase up to 2,043,587 shares of the Company’s Common Stock, at a price per share of $1.17 for an aggregate purchase price of approximately $2.4 million.
The Shares and the Warrants (and the shares of common stock underlying the Warrants) sold in the Private Placement are being issued as restricted securities as defined in Rule 144 of the Securities Act of 1933, as amended and do not contain any registration rights.
The Common Warrants are exercisable at a price per Share of $1.30, which price represents the greater of the book or market value of the stock on the date the Purchase Agreement was executed (subject to customary adjustments as set forth in the Investor Warrants, which do not include any provisions relating to price protection), are exercisable commencing six months following issuance and have a term of five years from the initial exercise date.
In addition, in recognition of the past and continued future services provided by members of the Company’s board of directors (the “Board”) and to further align the interests of directors with those of the Company’s stockholders, the Board has determined it advisable and in the best interests of the Company and its stockholders to allow members of the Board to participate in the Private Placement and directors of the Company executed the Purchase Agreement to subscribe for (i) 452,731 shares of Common Stock (the “Director Shares,” together with the Investor Shares, the “Shares”) and (ii) common stock purchase warrants to purchase up to 452,731 shares of the Company’s Common Stock (the “Director Warrants,” together with the Investor Warrants, the “Warrants”) at a price per share of $1.17 for an aggregate purchase price of approximately $529,695 The Director Warrants are exercisable at a price of $1.30 per share, which price represents the greater of the book or market value of the stock on the date the Purchase Agreement was executed (subject to customary adjustments as set forth in the Director Warrants), are exercisable commencing six months following issuance and will have a term of five years from the initial exercise date. The Director Shares and Director Warrants (and any shares of Common Stock issuable upon exercise thereof) are being issued under the Company’s 2021 Equity Incentive Plan (the “Plan”) as an Unrestricted Stock Award (as defined in the Plan) and an Award of Options (as such terms are defined in the Plan), respectively.
The combined gross proceeds from the offerings is expected to be approximately $2.92 million, prior to deducting offering expenses payable by the Company. The Company intends to use the net proceeds from the offerings to fund research and development activities, such as to fund the first third of the pivotal accelerated approval Part C of the THIO-101 trial in NSCLC. The closing of the private placement is expected to occur on March 14, 2024, subject to the satisfaction of customary closing conditions.
The foregoing descriptions of terms and conditions of the Purchase Agreement, the Investor Warrants, and the Director Warrants do not purport to be complete and are qualified in their entirety by the full text of the form of the Purchase Agreement, the form of the Investor Warrants, and the form of the Director Warrants, which are attached hereto as Exhibits 10.1, 4.1, and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
On March 11, 2024, MAIA Biotechnology, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”) for the issuance and sale in a private placement (the “Private Placement”) of (i) 2,043,587 shares (the “Investor Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and (ii) warrants (the “Investor Warrants”) to purchase up to 2,043,587 shares of the Company’s Common Stock, at a price per share of $1.17 for an aggregate purchase price of approximately $2.4 million.
The Shares and the Warrants (and the shares of common stock underlying the Warrants) sold in the Private Placement are being issued as restricted securities as defined in Rule 144 of the Securities Act of 1933, as amended and do not contain any registration rights.
The Common Warrants are exercisable at a price per Share of $1.30, which price represents the greater of the book or market value of the stock on the date the Purchase Agreement was executed (subject to customary adjustments as set forth in the Investor Warrants, which do not include any provisions relating to price protection), are exercisable commencing six months following issuance and have a term of five years from the initial exercise date.
In addition, in recognition of the past and continued future services provided by members of the Company’s board of directors (the “Board”) and to further align the interests of directors with those of the Company’s stockholders, the Board has determined it advisable and in the best interests of the Company and its stockholders to allow members of the Board to participate in the Private Placement and directors of the Company executed the Purchase Agreement to subscribe for (i) 452,731 shares of Common Stock (the “Director Shares,” together with the Investor Shares, the “Shares”) and (ii) common stock purchase warrants to purchase up to 452,731 shares of the Company’s Common Stock (the “Director Warrants,” together with the Investor Warrants, the “Warrants”) at a price per share of $1.17 for an aggregate purchase price of approximately $529,695 The Director Warrants are exercisable at a price of $1.30 per share, which price represents the greater of the book or market value of the stock on the date the Purchase Agreement was executed (subject to customary adjustments as set forth in the Director Warrants), are exercisable commencing six months following issuance and will have a term of five years from the initial exercise date. The Director Shares and Director Warrants (and any shares of Common Stock issuable upon exercise thereof) are being issued under the Company’s 2021 Equity Incentive Plan (the “Plan”) as an Unrestricted Stock Award (as defined in the Plan) and an Award of Options (as such terms are defined in the Plan), respectively.
The combined gross proceeds from the offerings is expected to be approximately $2.92 million, prior to deducting offering expenses payable by the Company. The Company intends to use the net proceeds from the offerings to fund research and development activities, such as to fund the first third of the pivotal accelerated approval Part C of the THIO-101 trial in NSCLC. The closing of the private placement is expected to occur on March 14, 2024, subject to the satisfaction of customary closing conditions.
The foregoing descriptions of terms and conditions of the Purchase Agreement, the Investor Warrants, and the Director Warrants do not purport to be complete and are qualified in their entirety by the full text of the form of the Purchase Agreement, the form of the Investor Warrants, and the form of the Director Warrants, which are attached hereto as Exhibits 10.1, 4.1, and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
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courteous Iguana_682 : that's a good thing right
Jaguar8 : Read it. $1.17? So this placement plus their trial update were their reasons for the LONG halt. I don’t see the necessity of prolonged halt
TrytosaveabitOP courteous Iguana_682: Good that the shares are non diluting!
TrytosaveabitOP Jaguar8: Yeah! I just don’t understand the halt for this at all? The trial update is from 3/6! I posted that day the same info. So yeah halt makes zero sense? To me anyways! Hehehe
Jaguar8 TrytosaveabitOP: And you are right the news I posted, which I copied from Stocktitan was dated March 6 hahaha
TrytosaveabitOP Jaguar8: When I seen your post! I was like hmm? Sure looks like I seen that somewhere? Then I read and read again to make sure something wasn’t added to it? Hehehe
Jaguar8 TrytosaveabitOP: And I realized it when you said it was March 6 news and checked Stocktitan. Oh my I’m a fake news peddler
TrytosaveabitOP Jaguar8: Naw! Confused by the damn halt as I was so you were looking for a good reason! Or it’s just so good of news it warranted repeating! Hehehe! There positive spin!
Jaguar8 TrytosaveabitOP: Yes I was just excited to find what caused that long halt haha
courteous Iguana_682 : do y'all think this is a good swing stock or what
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