8-K - MIRA - Equibles

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

Dateof Report (Date of earliest event reported): August 28, 2023

MIRA

PHARMACEUTICALS, INC.

(ExactName of Registrant as Specified in its Charter)

Florida	001-41765	85-3354547
(State or Other Jurisdiction of<br><br> <br>Incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)
855 N Wolfe Street, Suite 601<br><br> <br>Baltimore, Maryland	21205
---	---
(Address of Principal Executive Offices)	(Zip Code)

Registrant’stelephone number, including area code: (737) 289-0835

NotApplicable

(FormerName or Former Address, if Changed Since Last Report)

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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, $0.0001 par value per share	MIRA	The<br> Nasdaq Capital Market

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

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 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 28, 2023, MIRA Pharmaceuticals, Inc. (the “Company”) entered into an Amendment to Employment Agreement with Erez Aminov, the Company’s Chief Executive Officer, pursuant to which Mr. Aminov’s annual base salary was increased to $200,000 per annum effective as of August 28, 2023, and pursuant to which Mr. Aminov became entitled to an additional payment equal to the amount he would have received if his initial base salary were $200,000 per annum beginning August 1, 2023.

Also on August 28, 2023, the Company entered into an Amendment to Employment with Dr. Chris Chapman, the Company’s Executive Chairman, clarifying that Dr. Chapman’s employment with the Company is on a part-time, as-needed basis.

The Amendment to Employment Agreement with Mr. Aminov and the Amendment to Employment Agreement with Dr. Chapman are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K, and the descriptions of such agreements contained herein are summary in nature and are qualified in their entirety by reference to the full text of such agreements.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br> <br>No.	Description
10.1	Amendment to Employment Agreement, August 28, 2023, between MIRA Pharmaceuticals, Inc. and Erez Aminov.
10.2	Amendment to Employment Agreement, dated August 28, 2023, between MIRA Pharmaceuticals and Dr. Chris Chapman.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

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.

	MIRA PHARMACEUTICALS, INC.
Date,<br> August 31, 2023	By:	/s/ Michelle Yanez
		Michelle<br> Yanez
		Chief<br> Financial Officer

Exhibit 10.1

AMENDMENTTO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement, dated August 28, 2023 (this “Amendment), amends that certain Employment Agreement, dated April 28, 2023, (the “Agreement”), between Erez Aminov (“Employee”) and MIRA Pharmaceuticals, Inc. (the “Company”). The Employee and Company may hereinafter be referred to individually as a “Party” and collectively as (the “Parties”).

RECITALS

WHEREAS, the original Agreement was entered into on April 28, 2023, which sets forth the terms and conditions of employment between the Employee and the Company; and

WHEREAS, the Company and Employee hereby desire to amend the Agreement to modify Section 3 thereof.

NOW,THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1.AMENDMENT TO COMPENSATION CLAUSE, SECTION 3 OF THE AGREEMENT:

Section 3 of the Agreement is hereby deleted in its entirety and replaced with the following:

“**Compensation.**The Company shall pay Employee an initial base salary of $200,000 per annum effective as of August 28, 2023, and will make an additional payment to Employee of the salary that would have been payable to him as though his base salary were $200,000 per annum beginning as of August 1, 2023. The Employee’s Base Salary shall be paid monthly after the deduction of appropriate federal, state, and local withholding taxes. Bonus Compensation may be paid to Employee in the discretion of the Company’s Board of Directors, including at its annual review of Employee’s compensation.”

2.EFFECT OF AMENDMENT:

Except as specifically amended hereby, all other provisions, terms, and conditions of the Agreement shall remain in full force and effect. In the event of any conflict between the provisions of the Agreement and this Amendment, the provisions of this Amendment shall govern.

3.ENTIRE AGREEMENT: This Amendment and the Agreement contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior negotiations, understandings, and agreements between the Parties with respect to the subject matter hereof.

4.GOVERNING LAW; SEVERABILITY:

This Amendment will be governed by and construed in accordance with the laws of the State of Florida, without giving effect to that body of laws pertaining to conflict of law. If any provision of this Amendment is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Amendment and the remainder of this Amendment shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Amendment. Notwithstanding the foregoing, if the value of this Amendment based upon the substantial benefit of the bargain for any Party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then this Amendment will not be enforceable against such affected Party and both Parties agree to renegotiate such provision(s) in good faith.

COUNTERPARTS:

This Amendment may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including ..pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

INWITNESS WHEREOF, the Parties have entered into this Amendment as of the day and year first written above.

MIRA<br> PHARMACEUTICALS, INC.
By:	Michelle<br> Yanez
Title:	Chief<br> Financial Officer
	Erez<br> Aminov, individually

Exhibit 10.2

AMENDMENTTO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement, dated August 28, 2023 (this “Amendment), amends that certain Employment Agreement, dated April 28, 2023 (the “Agreement”), between Chris Chapman (“Employee”) and MIRA Pharmaceuticals, Inc. (the “Company”). The Employee and Company may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, the original Agreement was entered into on April 28, 2023, which sets forth the terms and conditions of employment between the Employee and the Company; and

WHEREAS, the Company and Employee hereby desire to amend the Agreement to clarify and modify Section 1(c) thereof.

1.AMENDMENT TO POSITION OF EMPLOYMENT CLAUSE, SECTION 1(c) OF THE AGREEMENT:

Section 1(c) of the Agreement is hereby deleted in its entirety and replaced with the following:

“Employee shall devote his business time and effort to the business and affairs of the Company on a part-time, as needed basis. The Company acknowledges that Employee is currently engaged in activities and consultancies in addition to Employee’s employment relationship with the Company, and that Employee may establish additional outside relationships and activities without approval by the Company so long as they do not unreasonably interfere with Employee’s duties hereunder.”

2.EFFECT OF AMENDMENT:

4.GOVERNING LAW; SEVERABILITY:

5.COUNTERPARTS:

INWITNESS WHEREOF, the Parties have entered into this Amendment as of the day and year first written above.

MIRA<br> PHARMACEUTICALS, INC.
By:	Michelle<br> Yanez
Title:	Chief<br> Financial Officer
	Chris<br> Chapman, individually