0001564590-22-026068.txt : 20220824 0001564590-22-026068.hdr.sgml : 20220824 20220720210322 ACCESSION NUMBER: 0001564590-22-026068 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAIA Biotechnology, Inc. CENTRAL INDEX KEY: 0001878313 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 444 WEST LAKE STREET, SUITE 1700 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-416-8592 MAIL ADDRESS: STREET 1: 444 WEST LAKE STREET, SUITE 1700 CITY: CHICAGO STATE: IL ZIP: 60606 CORRESP 1 filename1.htm maia-corresp.htm

 

MAIA Biotechnology, Inc.
4444 West Lake Street, Suite 1700
Chicago, IL 60606

July 20, 2022

Via EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Washington, D.C. 20549
Attention: Jordan Nimitz

 

Re:

MAIA Biotechnology, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed July 13, 2022
File No. 333-264225

Dear Ms. Nimitz:

We have set forth below responses to the comments of the staff (the “Staff”) of the U. S. Securities and Exchange Commission (the “SEC”) contained in its letter dated July 19, 2022 with respect to Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-264225) (the “S-1”) filed with the SEC on July 13, 2022 by MAIA Biotechnology, Inc., a Delaware corporation (the “Company”). For your convenience, the text of the Staff’s comment is set forth below followed by the Company’s response. Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 6 to the S-1 (the “Amended S-1”) filed with the SEC concurrently with the submission of this letter.

Amendment No. 5 to Form S-1 filed July 13, 2022

Capitalization, page 63

1.

It does not appear as though you have presented your capitalization on a pro forma basis as described in your 2nd bullet point. Please revise your filing accordingly.

COMPANY RESPONSE: The disclosure on page 63 of the Amended S-1 has been revised in accordance with the Staff’s comment to present the capitalization on a pro forma basis as described in the 2nd bullet point.

2.

As a related matter it is not clear if the issuance of the 137,420 Ratchet Shares disclosed on pages 65 and 142 are reflected in your pro forma capitalization table. Please revise the filing or tell us why no revision is necessary

COMPANY RESPONSE: The disclosure on page 63 of the Amended S-1 has been revised in accordance with the Staff’s comment, to clearly reflect that the issuance of the 137,420 Ratchet Shares are reflected in the Company’s pro forma as adjusted capitalization.

 

 

 

July 20, 2022

Page 2

 

 

We hope this response has addressed all of the Staff’s concerns relating to the comment letter. If you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please call or e-mail our legal counsel, Janeane Ferrari, at 212-407-4209, jferrari@loeb.com. Thank you for your time and attention to this filing.

 

 

 

MAIA BIOTECHNOLOGY, INC.

 

 

 

 

 

/s/ Vlad Vitoc

 

 

Name: Vlad Vitoc

 

 

Title: Chief Executive Officer

 

cc:Janeane Ferrari, Esq.