MAIA BIOTECHNOLOGY, INC. : Non-Reliance on Previous Financials, Audits or Interim Review (form 8-K)

Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related
Audit Report or Completed Interim Report.

In connection with SEC pronouncements related to Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing
Liabilities from Equity (“ASC 480”), MAIA Biotechnology, Inc. (the “Company”)
re-evaluated its accounting for the issuance of ratchet shares to certain
private investors that purchased shares of common stock of the Company prior to
the Company’s initial public offering (the “IPO”) and warrants issued to the
Underwriters in connection with its initial public offering (the “Underwriter
Warrants”). As a result, the Company determined that the ratchet shares had
improperly been treated as a deemed dividend instead of operating expense and
the Underwriter Warrants were improperly classified as equity instead of a
liability.

On February 3, 2023, the audit committee (“Audit Committee”) of the board of
directors of the Company concluded, after discussion with the Company’s
management, that it is appropriate to restate the Company’s previously issued
unaudited condensed consolidated balance sheet as of September 30, 2022, the
unaudited condensed consolidated statements of operations, unaudited condensed
consolidated statements of comprehensive loss and unaudited condensed
consolidated statements of stockholders’ equity for the three and nine months
ended September 30, 2022, and the unaudited condensed consolidated statement of
cash flows for the nine months ended September 30, 2022 included in the
Company’s previously filed Quarterly Report on Form 10-Q with the Securities and
Exchange Commission (the “Form 10-Q” and, the financial statements included in
the Form 10-Q, the “Non-Reliance Financial Statements”). The Audit Committee
concluded that the Non-Reliance Financial Statements should no longer be relied
upon, and that the Company will amend the Form 10-Q to include restatements of
the Non-Reliance Financial Statements. The changes do not impact the Company’s
cash position.

The Company’s management has also concluded that in light of the errors
described above, a material weakness exists in the Company’s internal control
over financial reporting and that the Company’s disclosure controls and
procedures were not effective.

The Company’s management has discussed the matters disclosed in this Current
Report on Form 8-K with the Company’s former independent registered accounting
firm who were the auditors at the time the Form 10-Q was originally filed on
November 9, 2022. Management has also discussed the matters disclosed in this
Current Report with the current independent registered accounting firm who were
appointed on November 21, 2022, and who has not performed any procedures on the
condensed consolidated financial statements referred to above for the three and
nine months ending September 30, 2022.

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