Common use of INCORPORATION OF CERTAIN INFORMATION BY REFERENCE Clause in Contracts

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. 27 As used in this prospectus, unless the context indicates or otherwise requires, “the Company,” “we,” “us” and “our” refer to MAIA Biotechnology, Inc., a Delaware corporation, and its consolidated subsidiaries. MAIA Biotechnology, Inc. is referred to herein as “MAIA,” “the Company,” “we,” “us,” and “our,” unless the context indicates otherwise. You may only rely on the information contained in this prospectus and the accompanying prospectus supplement or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this prospectus and the prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus or any prospectus supplement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or such prospectus supplement or that the information contained by reference to this prospectus or any prospectus supplement is correct as of any time after its date. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process. Under this shelf registration process, we may from time to time offer and sell, in one or more offerings, any or all of the securities described in this prospectus, separately or together, up to an aggregate offering price of $150,000,000. This prospectus provides you with a general description of our securities being offered. When we issue the securities being offered by this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Additional Information” and “Incorporation of Certain Information by Reference.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. 27 As used in this prospectus, unless the context indicates or otherwise requires, “the Company,” “we,” “us” and “our” refer to MAIA Biotechnology, Inc., a Delaware corporation, and its consolidated subsidiaries. MAIA Biotechnology, Inc. is referred to herein as “MAIA,” “the Company,” “we,” “us,” and “our,” unless the context indicates otherwise. 39 You may should rely only rely on the information contained included or incorporated by reference in this prospectus and the accompanying applicable prospectus supplement or that and, if applicable, any free writing prospectus we have referred you tomay prepare in connection with an offering of the securities. We have not authorized anyone to provide you with different or additional information, and, if anyone provides you with different or additional information, you should not rely on it. This prospectus and any prospectus supplement do We are not constitute making an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this prospectus and the prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any circumstances in which such jurisdiction where, or to any person to whom, the offer or solicitation sale of the securities is unlawfulnot permitted. Neither You should assume that the delivery of information appearing in this prospectus or prospectus, any applicable prospectus supplement nor and any sale made hereunder shall, under any circumstances, create any implication that there has been no change applicable free writing prospectus we may prepare in our affairs since connection with an offering of the securities is accurate only as of the date of such document, and you should assume that the information appearing in any document incorporated or deemed to be incorporated by reference in this prospectus or such prospectus, any accompanying prospectus supplement or that any applicable free writing prospectus we may prepare in connection with an offering of the information contained by reference to this prospectus or any prospectus supplement securities is correct accurate only as of any time after its date. This prospectus is part of a registration statement that we the date such document was filed with the Securities and Exchange Commission. Our business, or SECfinancial condition, using a “shelf” registration processresults of operations and prospects may have changed since those dates. Under this shelf registration process, we may from time In the documents incorporated and deemed to time offer and sell, in one or more offerings, any or all of the securities described be incorporated by reference in this prospectus, separately we refer to information and statistics regarding, among other things, the industry, markets, submarkets and sectors in which we operate, apartment supply and demand, new apartment construction levels, demographic trends, interest rates and other economic data, and competition from other apartment communities and alternative housing options. We obtained this information and these statistics from various third-party sources and our own internal estimates. We believe that these sources and estimates are reliable. However, this information and these statistics are subject to assumptions, estimates and other uncertainties and we have not independently verified them and cannot guarantee their accuracy or together, up to an aggregate offering price of $150,000,000. This prospectus provides you with a general description of our securities being offered. When we issue the securities being offered by this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Additional Information” and “Incorporation of Certain Information by Referencecompleteness.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. 27 As used The SEC allows us to “incorporate by reference” information into this prospectus supplement which has been previously filed with the SEC, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement, except for any information superseded by information included or subsequently incorporated by reference in this prospectus supplement. We have filed the documents listed below with the SEC under the Exchange Act, and these documents are incorporated herein by reference (except to the extent such information is furnished): • our Annual Report on Form 10–K for the year ended December 31, 2022, filed with the SEC on February 28, 2023; and • the description of our Class A common stock in our registration statement onForm 8-A filed with the SEC on January 31, 2019, including any amendments thereto or reports filed for the purpose of updating such description. All documents that we file (but not those that we furnish) with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and prior to the termination of the offering of shares of Class A common stock hereby will be deemed to be incorporated by reference into this prospectus supplement and will automatically update and supersede the information in this prospectus supplement and any previously filed document. We will provide to each person, including any beneficial owner, to whom a copy of this prospectus supplement is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus supplement but not delivered with this prospectus supplement (other than the exhibits to such documents which are not specifically incorporated by reference herein). We will provide this information at no cost to the requester upon written or oral request to: You may also access these documents, free of charge on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ or on the “Investors” page of our website at ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained on our website is not incorporated by reference into this prospectus, unless the context indicates or otherwise requiresand you should not consider any information on, “the Company,” “we,” “us” and “our” refer to MAIA Biotechnology, Inc., a Delaware corporation, and its consolidated subsidiaries. MAIA Biotechnology, Inc. is referred to herein as “MAIA,” “the Company,” “we,” “us,” and “our,” unless the context indicates otherwise. You may only rely on the information contained in this prospectus and the accompanying prospectus supplement or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this prospectus and the prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery can be accessed from, our website as part of this prospectus or any accompanying prospectus supplement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or such prospectus supplement or that the information contained by reference supplement. From time to this prospectus or any prospectus supplement is correct as of any time after its date. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process. Under this shelf registration processtime, we may from time offer, issue and sell up to time offer and sell, in one or more offerings, $204,000,000 of any or all combination of the securities described in this prospectusprospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, separately redemption, repurchase, exchange or togetherexercise of any securities registered hereunder, up to an aggregate offering price of $150,000,000including any applicable antidilution provisions. This prospectus provides you with a general description of our securities being offered. When we issue the securities being offered by this prospectuswe may offer. Each time we offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offeringthe securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read both this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered. This prospectus may not be used to sell our securities unless accompanied by a prospectus supplement. The prospectus supplement together with additional or any related free writing prospectus may also add to, update, supplement or clarify information described contained in this prospectus. Our Class A common stock is traded on The Nasdaq Global Select Market under the heading symbol “Additional Information” LAZR”. The last reported sales price of our Class A common stock on The Nasdaq Global Select Market on January 28, 2022 was $13.03 per share. We may offer and “Incorporation sell our securities to or through one or more agents, underwriters, dealers or other third parties or directly to one or more purchasers on a continuous or delayed basis. If agents, underwriters or dealers are used to sell our securities, we will name them and describe their compensation in a prospectus supplement. The price to the public of Certain Information by Reference.”our securities and the net proceeds we expect to receive from the sale of such securities will also be set forth in a prospectus supplement. ABOUT THIS PROSPECTUS ii COMPANY OVERVIEW 1 CORPORATE INFORMATION 2 RISK FACTORS 3 CAUTIONARY NOTE REGARDING FORWARD–LOOKING STATEMENTS 4 USE OF PROCEEDS 6 DESCRIPTION OF OUR CAPITAL STOCK 7 DESCRIPTION OF OUR DEBT SECURITIES 14 DESCRIPTION OF OUR WARRANTS 15 DESCRIPTION OF OUR UNITS 16 PLAN OF DISTRIBUTION 17 LEGAL MATTERS 19 EXPERTS 19 WHERE YOU CAN FIND ADDITIONAL INFORMATION 19

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. 27 As used 13 We are responsible for the information contained and incorporated by reference in this prospectus, unless the context indicates or otherwise requires, “the Company,” “we,” “us” and “our” refer to MAIA Biotechnology, Inc., a Delaware corporationin any accompanying prospectus supplement, and its consolidated subsidiaries. MAIA Biotechnology, Inc. is referred to herein as “MAIA,” “the Company,” “we,” “us,” and “our,” unless the context indicates otherwise. You may only rely on the information contained in this any related free writing prospectus and the accompanying prospectus supplement we prepare or that we have referred you toauthorize. We have not authorized anyone to provide give you with different any other information, and we take no responsibility for any other information that others may give you. This prospectus and any prospectus supplement do not constitute an offer If you are in a jurisdiction where offers to sell sell, or a solicitation solicitations of an offer offers to buy any securities other than purchase, the securities offered by this prospectus and documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the prospectus supplementoffer presented in this document does not extend to you. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation The information contained in this document speaks only as of an offer to buy any securities in any circumstances in which such offer or solicitation is unlawfulthe date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement supplement, nor any sale of securities made hereunder shallunder these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or such prospectus, any accompanying prospectus supplement or any free writing prospectus we may provide you in connection with an offering or that the information contained or incorporated by reference to this prospectus or any prospectus supplement is correct as of any time after its datesubsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates This prospectus is part of a registration statement that we filed with the Securities and Exchange CommissionCommission (SEC), or SECas a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the Securities Act), using a “shelf” registration process. Under this shelf registration process, we may from time to time offer and sell, in one or more offerings, sell any or all combination of the securities described in this prospectusprospectus from time to time in one or more offerings. Before purchasing any securities, separately or together, up to an aggregate offering price you should read this prospectus and any applicable prospectus supplement together with the additional information described under the heading “Where You Can Find Additional Information” and “Incorporation of $150,000,000. Certain Information by Reference.” This prospectus only provides you with a general description of our securities being offered. When we issue the securities being offered by we may offer. Each time we sell a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of the offering, including the specific amounts, prices and terms of the securities offered. We may also authorize one or more free writing prospectuses to be provided to you that offeringmay contain material information relating to these offerings. The This prospectus may not be used to sell our securities unless accompanied by a prospectus supplement. Each such prospectus supplement and any free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. You should read both If this prospectus is inconsistent with the prospectus supplement, you should rely upon the prospectus supplement. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find Additional Information.” This prospectus incorporates by reference, and any prospectus supplement together with additional or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information described and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. Unless otherwise mentioned or unless the context requires otherwise, throughout this prospectus, any applicable prospectus supplement and any related free writing prospectus, the terms “Catalyst”, “we”, “us”, “our”, the “company” or similar references refer to Catalyst Biosciences, Inc.; and the term “securities” refers collectively to our common stock, preferred stock, warrants, debt securities, or any combination of the foregoing securities. We own various U.S. federal trademark registrations and applications and unregistered trademarks, including our corporate logo. This prospectus and the information incorporated herein by reference contains references to trademarks, service marks and trade names owned by us or other companies. Solely for convenience, trademarks, service marks and trade names referred to in this prospectus and the information incorporated herein, including logos, artwork, and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names. We do not intend our use or display of other companies’ trade names, service marks or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus are the property of their respective owners. We are a research and clinical development biopharmaceutical company focused on addressing unmet medical needs in disorders of the complement and coagulation systems. Proteases are the natural regulators of these biological systems. We engineer proteases to create both improved or novel molecules to treat diseases that result from dysregulation of the complement and coagulation cascades. Additional Information” details of our development or clinical programs and “Incorporation related strategic agreements are contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. We commenced operations in 2002 and are a Delaware corporation. On August 20, 2015, we merged with Targacept, Inc. Our corporate headquarters are located at South San Francisco, California 94080. Our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇, and our website address is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website to be part of Certain Information by Referencethis prospectus. We have included our website address only as an inactive textual reference and do not intend it to be an active link to our website.”