MIRA 10-Q
Mira Pharmaceuticals, Inc. (MIRA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________to _______________
Commission
file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number (including area code):
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading symbol | Name of each exchange on which registered | ||
| The
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 11, 2025, there were shares of company common stock issued and outstanding.
MIRA Pharmaceuticals, Inc.
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
| i |
MIRA PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Short-term equity investments, at fair value- related party | ||||||||
| Total current assets | ||||||||
| Related party accounts receivable | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Trade accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred Stock, $ par value, shares authorized and issued or outstanding. | ||||||||
| Common Stock, $ par value; shares authorized, and shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See notes to condensed consolidated unaudited financial statements
| 1 |
MIRA PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues: | $ | $ | $ | $ | ||||||||||||
| Operating costs: | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development expenses | ||||||||||||||||
| Total operating costs | ||||||||||||||||
| Interest income | ||||||||||||||||
| Unrealized gain on short-term investments | ||||||||||||||||
| Other expense | ( | ) | ( | ) | ||||||||||||
| Other income, expense, net | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Deemed dividend | ( | ) | ( | ) | ||||||||||||
| Net loss attributable to common shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted loss per share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average common stock shares outstanding, basic and diluted | ||||||||||||||||
See notes to condensed consolidated unaudited financial statements
| 2 |
MIRA PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited)
| Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balances, December 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balances, March 31, 2024 | ( | ) | ||||||||||||||||||
| Payment of Short Swing Disgorgement by Bay Shore Trust | - | |||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balances, June 30, 2024 | ( | ) | ||||||||||||||||||
| Issuance of common stock under ATM | ||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balances, September 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balances, December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock under ATM, net of costs | ||||||||||||||||||||
| Shares issued for vested RSUs | ( | ) | ||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balances, March 31, 2025 | ( | ) | ||||||||||||||||||
| Issuance of common stock under ATM, net of costs | ||||||||||||||||||||
| Shares issued for vested RSUs | ( | ) | ||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balances, June 30, 2025 | ( | ) | ||||||||||||||||||
| Issuance of common stock, ATM, net of costs | ||||||||||||||||||||
| Issuance of common stock, SKNY acquisition | ||||||||||||||||||||
| Shares issued for vested RSU | ||||||||||||||||||||
| Stock option exercises | ||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balances, September 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
See notes to condensed consolidated unaudited financial statements
| 3 |
MIRA PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine
Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from Operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash from operations | ||||||||
| Stock-based compensation expense | ||||||||
| Unrealized gain on short-term investments | ( | ) | ||||||
| Change in operating assets and liabilities: | ||||||||
| Trade accounts payable and accrued expenses | ( | ) | ||||||
| Prepaid expenses | ( | ) | ||||||
| Other receivables | ||||||||
| Net cash flows from operating activities | $ | ( | ) | $ | ( | ) | ||
| Cash Flows from Financing activities: | ||||||||
| Offering costs | ( | ) | ||||||
| Advances from (to) affiliates | ||||||||
| Repayments under related party line of credit | ( | ) | ||||||
| Bayshore Trust short-swing disgorgement | ||||||||
| Proceeds from stock option exercises | ||||||||
| Proceeds from sales of common stock | ||||||||
| Net cash flows provided by financing activities | $ | $ | ||||||
| Net change in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosure of noncash investing and financing activities | ||||||||
| Increase in short-term investments and common stock issued for acquisition | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
See notes to condensed consolidated unaudited financial statements
| 4 |
MIRA PHARMACEUTICALS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited)
Note 1. Description of business and summary of significant accounting policies:
Overview
MIRA Pharmaceuticals, Inc. (NASDAQ: MIRA, the “Company”) is a clinical-stage pharmaceutical development company advancing a diversified pipeline across neuroscience and metabolic-behavioral disorders. The Company holds exclusive rights in the United States, Canada, and Mexico for Ketamir-2 and MIRA-55, two novel drug candidates designed to address unmet medical needs in neuropathic and inflammatory pain, as well as neuropsychiatric and neurocognitive disorders.
Ketamir-2 is a next-generation oral NMDA-receptor antagonist currently being evaluated in an ongoing Phase 1 clinical trial in healthy volunteers. The single-ascending-dose (SAD) portion of the study has been completed, and data remain blinded pending full analysis. The multiple-ascending-dose (MAD) portion is underway, and a Phase 2a study in chemotherapy-induced peripheral neuropathy (CIPN) is planned to begin in the first half of 2026, subject to regulatory feedback and site readiness.
MIRA-55 is a novel oral, non-psychoactive pharmaceutical-marijuana analog under preclinical investigation for anxiety, cognitive decline, and inflammatory pain. Recent animal studies demonstrated that MIRA-55 produced analgesic and anti-inflammatory effects in validated preclinical pain models without evidence of local irritation or psychoactive side effects. These findings support continued advancement toward IND-enabling studies.
The U.S. Drug Enforcement Administration (DEA) has completed its scientific review of both Ketamir-2 and MIRA-55 and concluded that neither compound would be considered a controlled substance or listed chemical under the Controlled Substances Act (CSA) and its governing regulations.
On September 29, 2025, MIRA acquired SKNY Pharmaceuticals (“SKNY”), a related party private company developing SKNY-1, a preclinical-stage oral therapeutic designed to modulate CB1, CB2, and MAO-B pathways to influence energy balance, lipid metabolism, appetite, cravings, and reward—without the psychiatric side effects that limited earlier CB1-targeting drugs (see Note 5, Asset Acquisition).
SKNY-1 has been evaluated in preclinical behavioral and metabolic models. In zebrafish models that mimic human obesity and craving behaviors, oral SKNY-1 administration was associated with reductions in food consumption, body-weight gain, and nicotine-seeking behavior compared with controls. These findings support continued preclinical development of SKNY-1 in models of metabolic and behavioral modulation.
As used herein, the Company’s Common Stock, par value $ per share, is referred to as the “Common Stock” and the Company’s preferred stock, par value $ per share, is referred to as the “Preferred Stock”.
Basis of presentation
The accompanying unaudited condensed financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Quarterly Report on Form 10-Q, and Regulation S-X. These financial statements do not include all information and notes required by GAAP for annual financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in our Form 10-K for the year ended December 31, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. Operating results for the periods presented are not necessarily indicative of expected results for the full year. Additionally, certain prior period amounts have been reclassified to conform to current period presentation in the accompanying unaudited condensed consolidated financial statements. In the financial statements included in our Form 10-K for the year ended December 31, 2024, accounts payable and accrued liabilities were combined. In these current periods, accounts payable and accrued liabilities have been retrospectively separated on the balance sheet.
Research and development expenses
Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties, such as contract research organizations and consultants, who conduct research and development activities on behalf of the Company. Patent-related costs, including registration costs, documentation costs and other legal fees associated with the application, are expensed in the period in which they are incurred.
General and administrative expenses
General and administrative expenses are primarily comprised of personnel costs, marketing expenses, amortization, insurance expenses, professional services fees, travel and office expenses, and stock-based compensation.
Use of estimates
The preparation of financial statements in accordance with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from such estimates and such differences could be material. Significant estimates during the reporting periods include the value of equity investments held, stock issued for an acquisition, stock-based compensation and the deferred tax asset valuation allowance.
| 5 |
Cash and cash equivalents
The
Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased,
to be cash equivalents. The Company maintains cash and cash equivalent balances at two financial institutions that are insured by the
Federal Deposit Insurance Corporation (“FDIC”). The Company’s account at these institutions is insured by the FDIC
up to $
Investments in Equity Securities, at Fair Value
Equity investments are carried at fair value with unrealized gains or losses recorded as net unrealized gain (loss) on equity investments, a component of other income, in the accompanying unaudited condensed consolidated statements of operations. Realized gains and losses are determined on a specific identification basis which is recorded in earnings or loss as a net realized gain (loss) on equity investments in the condensed consolidated statement of operations and comprehensive loss. The Company reviews investments in equity securities, at fair value, for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered.
Fair value of financial instruments
The Company measures the fair value of financial instruments in accordance with GAAP which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.
GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company considers the carrying amount of deferred offering costs to approximate fair value due to short-term nature of this instrument. GAAP describes three levels of inputs that may be used to measure fair value:
Level 1 - quoted prices in active markets for identical assets or liabilities.
Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable.
Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions).
The
shares of common stock in Telomir Pharmaceuticals, (Nasdaq: TELO), a related party through certain common shareholders and officers,
received in the SKNY acquisition were classified as a Level 1 financial instrument, as TELO is a marketable equity security. On September
30, 2025, the value of these shares was adjusted according to fair value accounting standards, with an increase in the recorded value
of $
September 30, 2025 | Level 1 | Level 2 | Level 3 | |||||||||||
| Assets | ||||||||||||||
| Short-term investments | $ | $ | $ | $ | ||||||||||
| Total | $ | $ | $ | $ | ||||||||||
December 31, 2024 | Level 1 | Level 2 | Level 3 | |||||||||||
| Assets | ||||||||||||||
| Short-term investments | $ | $ | $ | $ | ||||||||||
| Total | $ | $ | $ | $ |
Stock-based compensation
The Company accounts for stock-based compensation under the provisions of FASB ASC 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors and consultants based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company has elected to account for forfeiture of stock-based awards as they occur.
| 6 |
Earnings (loss) per share is computed in accordance with ASC Topic 260, “Earnings per Share” Basic weighted-average number of shares of common stock outstanding for the periods ended September 30, 2025 and 2024 include the shares of the Company issued and outstanding during such period, on a weighted average basis. The basic weighted average number of shares of common stock outstanding excludes common stock equivalents such as stock options and warrants, while diluted weighted average number of shares outstanding includes such stock options and warrants. During the nine months ended September 30, 2025 and 2024, outstanding aggregate stock options and warrants of and , respectively, were not included in the computation of diluted earnings per share, because to do so would have had an antidilutive effect.
Recent accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to provide more detailed disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their function. The new disclosures will require entities to separately present expenses for significant line items, including but not limited to, depreciation, amortization, and employee compensation. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. This pronouncement is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company does not expect the adoption of this new guidance to have a material impact on the consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This new standard requires a company to expand its existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard will be effective beginning in fiscal year 2025, with early adoption permitted. The new standard is expected to be applied prospectively, but retrospective application is permitted. We are currently evaluating the impact of ASU 2023-09 on the financial statements and related disclosures. The Company does not expect the adoption of this new guidance to have a material impact on the consolidated financial statements.
Management has considered all other recent accounting pronouncements that are issued, but not effective, and it does not believe that they will have a significant impact on the Company’s results of operations or financial position.
Note 2. Going concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.
As
of September 30, 2025, the Company had cash of approximately $
Historically, the Company has been primarily engaged in developing Ketamir-2 and MIRA-55. During these activities, the Company sustained substantial losses. As of September 29, 2025, the Company acquired the rights to develop SKNY-1. The Company’s ability to fund ongoing operations and future clinical trials required for FDA approval is dependent on the Company’s ability to obtain significant additional external funding in the near term. The Company maintains an effective shelf registration statement with the Securities and Exchange Commission (SEC) for the issuance of shares of common stock under various types of equity offerings, including the shares of common stock under our At-the-Market (ATM) equity program (Note 6).
As of the date of filing this Report, the Company will continue to generate losses and have insufficient cash and cash equivalents on hand to support its operations for at least the 12 months following the date the financial statements are issued. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financings to fund our operations in the future. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
| 7 |
Note 3. License agreement, related party:
MIRALOGX
On November 15, 2023, the Company and MIRALOGX, LLC, a Florida limited liability company (“MIRALOGX”) entered into an exclusive license agreement (the “License Agreement”) to develop and commercialize Ketamir-2, a drug product containing 2-(2- chlorophenyl)-2-(methylamino) cyclopentan-1-one as an active agent in the United States, Canada and Mexico (the “Territory”). The exclusive license in the License Agreement includes the right of the Company to sublicense the licensed intellectual property. The Company and MIRALOGX have the same founder, who is also related to our largest shareholder and thus MIRALOGX is considered a related party.
Pursuant
to the terms of the License Agreement, and subject to the conditions set forth therein, the Company paid MIRALOGX a one-time, nonrefundable
payment of $
Also,
in consideration of the License Agreement, the Company issued to MIRALOGX a Common Stock Purchase Warrant to purchase up to shares
of the Company’s common stock (the “MIRALOGX Warrant”). The MIRALOGX Warrant is exercisable, in whole or in part, any
time prior to November 15, 2028 at a cash exercise price of $
The Company and MIRALOGX have made customary representations and warranties in the License Agreement and have agreed to certain other customary covenants, including confidentiality, cooperation, and indemnity provisions. Either party may terminate the License Agreement for cause if the other party materially breaches or defaults in the performance of its obligations, and, if curable, such material breach remains uncured for 120 days. Unless earlier terminated, the License Agreement will continue in effect until the last to expire of the patent rights licensed pursuant to the License Agreement.
In the SKNY asset acquisition (See Note 5), the Company acquired the license to SKNY-1, a preclinical drug candidate (the “SKNY License”) originally licensed from MIRALOGX by SKNY. In acquiring the rights to the SKNY License, the Company gained the rights to commercialize SKNY-1 in the United States, Canada, and Mexico. Pursuant to the terms of the SKNY License, and subject to the conditions set forth therein, the Company will be obligated to pay a royalty payment of 8% of net sales, with a minimum annual royalty of $250,000. Unless earlier terminated, the SKNY License Agreement will continue in effect until the last to expire of the patent rights licensed pursuant to the SKNY License (see Note 5, Asset Acquisition).
Note 4. Related party transactions:
Due
from related parties – Amounts due from MIRALOGX as of September 30, 2025 and December 31, 2024, which are presented as a related
party receivable, in the accompanying condensed balance sheets, totaled $
License agreement - See Note 3.
Asset acquisition – See Note 5.
Note 5. Asset Acquisition:
Acquisition of SKNY Pharmaceuticals, Inc.
On
March 19, 2025, we entered into a binding letter of intent (the “LOI”) with SKNY Pharmaceuticals, Inc.
(“SKNY”), a privately held Delaware corporation, which is a related party due to certain common shareholders and
licensor, to acquire SKNY through a stock-for-stock merger with our merger subsidiary, which we formed on June 13, 2025
(the “Merger”). On September 29, 2025 (the “Closing Date”), we closed this merger. SKNY was the
survivor of this merger and became our wholly owned subsidiary. SKNY’s preclinical drug candidate, SKNY-1, is designed to
modulate CB1, CB2, and MAO-B pathways to address energy storage, lipid metabolism, appetite, cravings, and reward - without the
psychiatric side effects that limited earlier CB1-targeting drugs. SKNY holds exclusive rights in the United States to its drug
candidate under license from Miralogx, a related party of the Company, see Note 3, License Agreement, Related Party. The transaction
was recorded as an asset acquisition from a related party at acquired cost basis with two assets acquired, a license agreement and
shares in common stock of Telomir Pharmaceuticals, Inc. (NASDAQ: TELO), a publicly traded preclinical stage biotechnology company,
which is a related party to MIRA due to certain common ownership, officers and directors. The
shares of TELO common stock were contributed to the Company on behalf of SKNY by SKNY’s largest shareholder. The
shares in TELO represented $
Also
on the Closing date, MIRA issued new shares in MIRA common stock to the SKNY shareholders (See Note 6). The common shares
were valued at $
| 8 |
Note 6. Stockholders’ equity:
Capital stock
The
Company has the authority to issue
On
August 12, 2024, the Company filed a shelf registration statement with the SEC to facilitate the issuance of our common stock and entered
into an At-the-Market Offering Agreement (the “ATM Agreement”) with Rodman & Renshaw LLC, under which the Company may
offer and sell shares of its Common Stock, with an aggregate offering amount sold of up to $
For
the nine months ended September 30, 2025, under the ATM Agreement, the Company sold and issued shares of Common Stock at an
average price per share of $ and received net proceeds of approximately $
Stock-based compensation
The fair value of each option award is estimated on the grant date using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Historically, the Company estimated expected price volatility based on the historical volatilities of a peer group as the Company did not have a multi-year trading history for its shares. Industry peers consist of several public companies in the biotech industry similar to the Company in size, stage of life cycle and product indications. In September 2025, the Company commenced using the historical volatility of its shares as an estimate of expected share price volatility.
Expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus contract term. The risk-free rate is based on the 5-year U.S. Treasury yield curve in effect at the time of grant. The Company recognizes forfeitures as they occur.
During
the nine months ended September 30, 2025, a total of options to purchase Common Stock, with an aggregate fair market value of
approximately $
During the nine months ended September 30, 2024, a total of options to purchase Common Stock, with an aggregate fair market value of approximately $ million were granted to the members of the Company’s Board of Directors, executive officers and consultants of the Company. The options have exercise prices ranging from $ to $ and a term of years from the grant date. These options vest over various terms ranging from immediate vesting upon grant to the one-year anniversary of the grant date.
| Number of Shares | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding as December 31, 2023 | $ | $ | ||||||||||||||
| Options granted | $ | - | $ | - | ||||||||||||
| Forfeitures | ( | ) | $ | - | $ | - | ||||||||||
| Outstanding as September 30, 2024 | $ | $ | - | |||||||||||||
| Outstanding as December 31, 2024 | $ | $ | ||||||||||||||
| Options granted | $ | - | $ | - | ||||||||||||
| Exercised | ( | ) | $ | - | $ | |||||||||||
| Expired | ( | ) | $ | - | $ | - | ||||||||||
| Forfeitures | ( | ) | $ | - | $ | - | ||||||||||
| Outstanding as September 30, 2025 | $ | $ | ||||||||||||||
| Exercisable | $ | $ | - |
The
fair value of the options granted in 2025 was estimated on the grant date using the Black-Sholes valuation method and level 3 inputs
based on assumptions for expected volatility, expected dividends, expected term and the risk-free interest rate which resulted in $
| 9 |
Nine months ended September 30, 2025 | Nine months ended September 30, 2024 | |||||||
| Expected price volatility | % | %-% | ||||||
| Risk-free interest rate | % | %-% | ||||||
| Exercise price | $ | - $ | ||||||
| Expected term (in years) | years | - years | ||||||
| Dividend yield |
On
September 15, 2025, the compensation committee of the Company voted to reprice the exercise price of certain stock options previously
granted to the Chief Executive Officer, Erez Aminov. In total,
stock options were repriced, to use the closing price of $
On
July 15, 2025, Michelle Yanez, the Company’s former Chief Financial Officer, exercised options to purchase shares of the
Company’s common stock. The Company received $
On
September 12, 2025, Michelle Yanez exercised options to purchase shares of the Company’s common stock. The Company received
$
On
September 22, 2025, a former company employee exercised options to purchase shares of the Company’s common stock. The Company
received $
On March 26, 2025, the compensation committee of the Company adopted the Company’s Executive Incentive Compensation Plan (the “EICP”) for Erez Aminov, its Chairman and Chief Executive Officer. Under the EICP, Mr. Aminov will be eligible for certain long-term awards of up to performance-based restricted stock units of the Company’s common stock, par value $ upon the Company achieving specified milestones based upon the Company reaching certain market capitalization values and the progress of the Company’s drug candidates. All awards under the EICP are subject to the approval of the Board and the Committee. Furthermore, the Board and the Committee, each in its sole discretion, generally retain the right to amend, supplement, supersede or cancel any awards under the EICP for any reason, and reserve the right to determine whether and when to pay out any bonus amounts pursuant to or outside of the EICP, regardless of the achievement of the performance targets.
On
July 18, 2025, the Board and the Committee determined the Market capitalization threshold of $
| Number of | ||||
| Restricted Shares | ||||
| Outstanding as of December 31, 2024 | ||||
| RSU’s granted | ||||
| Vested | ( | ) | ||
| Expired | ||||
| Forfeitures | ||||
| Outstanding as of September 30, 2025 | ||||
During the year ended December 31, 2024, a total of restricted stock units (“RSU”), with an aggregate fair market value of approximately $ million were granted to the Company’s Chief Executive Officer under the 2022 Omnibus Incentive Plan. . The awards were fair valued using the closing price of the stock of $ on December 6, 2024.
The Company recognized $ million in stock compensation expense related to stock options and RSUs in 2025. This expense was recorded in operating expenses on the accompanying statement of operations and additional paid-in capital on the accompanying balance sheet as of September 30, 2025.
| 10 |
Warrants
The Company has granted warrants to purchase shares of Common Stock. Warrants may be granted to affiliates in connection with certain agreements.
Warrant activity for the nine months ended September 30, 2025 and 2024 is summarized below:
| Weighted Average | ||||||||||||||||
| Remaining | ||||||||||||||||
| Number of | Contractual Term | Aggregate | ||||||||||||||
| Warrants | Exercise Price | (Years) | Intrinsic Value | |||||||||||||
| Outstanding as of December 31, 2023 | $ | |||||||||||||||
| Granted | - | - | - | |||||||||||||
| Outstanding as of September 30, 2024 | $ | - | ||||||||||||||
| Outstanding as December 31, 2024 | $ | |||||||||||||||
| Granted | - | - | - | |||||||||||||
| Outstanding as September 30, 2025 | $ | |||||||||||||||
| Exercisable, September 30, 2025 | $ | |||||||||||||||
Note 7. Segment Information
The Company operates in one reportable segment related to the development and commercialization of pharmaceuticals targeting neurologic and neuropsychiatric disorders. The Chief Operating Decision Maker for the Company is the CEO. The Company’s CEO reviews operating results on an aggregate basis and manages the Company’s operations as a whole for the purpose of evaluating financial performance and allocating resources. Accordingly, the Company has determined that it has a single reportable and operating segment structure. The CEO uses aggregate net loss to allocate resources in the annual budgeting and forecasting process and also uses that measure as a basis for evaluating financial performance regularly by comparing actual results with established budgets and forecasts.
The accounting policies of the Company’s single segment are the same as those described in the summary of significant accounting policies within Note 1 herein and in the 2024 Annual Report. The CEO assesses performance for the Company and decides how to allocate resources based on the aggregate net loss that is also reported on the income statement as net loss. The measure of segment assets is reported on the balance sheets as total assets.
The table below provides information about the Company’s revenue, significant segment expenses and other segment expenses.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Less segment expenses: | ||||||||||||||||
| Operating costs: | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development expenses | ||||||||||||||||
| Total operating costs | ||||||||||||||||
| Interest income (expense), net | ||||||||||||||||
| Unrealized gain on short-term investments | ||||||||||||||||
| Other expense | ( | ) | ( | ) | ||||||||||||
| Other income, expense, net | ||||||||||||||||
| Segment net loss | $ | $ | $ | $ | ||||||||||||
Note 8. Subsequent Events
ATM Offering
On
October 15, 2025, under the ATM Agreement, the Company sold shares at an average price of $ and received net proceeds of
$
Exercise of Options
On
October 16, 2025, Erez Aminov, the Company’s Chairman and Chief Executive Officer, exercised options to purchase shares
of the Company’s common stock. The Company received $
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Report contains “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act) that reflect our current expectations and views of future events. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”, or “continue” or the negative of these terms or other similar expressions. In particular, statements about our clinical trials and expectations regarding such trials, the markets in which we operate, including growth of such markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance contained in this Report generally under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements.
We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this Report under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” may cause our actual results, performance, or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements, or could affect our share price. Important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements include, but are not limited to, the following:
| ● | our reliance on related parties for potential funding and our license for Ketamir-2; |
| ● | our potential transaction with SKNY Pharmaceuticals, Inc.; |
| ● | our ability to obtain and maintain regulatory approval of our product candidates; |
| ● | our ability to successfully commercialize and market our product candidates, if approved; |
| ● | our ability to contract with third-party suppliers, manufacturers and other service providers and their ability to perform adequately; |
| ● | the potential market size, opportunity, and growth potential for our product candidates, if approved; |
| ● | our ability to obtain additional funding for our operations and development activities; |
| ● | the accuracy of our estimates regarding expenses, capital requirements and needs for additional financing; |
| ● | the initiation, timing, progress and results of our clinical studies and clinical trials, and our research and development programs; |
| ● | the timing of anticipated regulatory filings; |
| ● | the timing of availability of data from our clinical trials; |
| ● | our future expenses, capital requirements, need for additional financing, and the period over which we believe that our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements; |
| ● | our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals; |
| ● | our ability to advance product candidates into, and successfully complete, clinical trials; |
| ● | our ability to recruit and enroll suitable patients in our clinical trials; |
| ● |
| ● | the timing or likelihood of the accomplishment of various scientific, clinical, regulatory, and other product development objectives; |
| ● | the pricing and reimbursement of our product candidates, if approved; |
| ● | the rate and degree of market acceptance of our product candidates, if approved; |
| ● | the implementation of our business model and strategic plans for our business, product candidates, and technology; |
| ● | the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology; |
| ● | developments relating to our competitors and our industry; |
| ● | the development of major public health concerns and the future impact of such concerns on our clinical trials, business operations and funding requirements; and |
| ● | other risks and factors listed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and elsewhere in this Report. |
Given the risks and uncertainties set forth in this Report, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this Report are not guarantees of future performance and our actual results of operations, financial condition, and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this Report. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements contained in this Report, they may not be predictive of results or developments in future periods. In evaluating our business, you should carefully consider the information set forth under the heading “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025.
Any forward-looking statement that we make in this Report speaks only as of the date of such statement. Except as required by federal securities laws, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Report.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with the Condensed Financial Statements and Notes thereto included elsewhere in this Report. This discussion contains certain forward-looking statements that involve risks and uncertainties. The Company’s actual results and the timing of certain events could differ materially from those discussed in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth herein and elsewhere in this Report and in the Company’s other filings with the SEC. See “Cautionary Note Regarding Forward Looking Statements” above.
As used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, unless otherwise indicated, the terms “the Company”, “we”, “us”, “our” and similar terminology refer to MIRA Pharmaceuticals, Inc.
Background of our Company
We are a clinical-stage pharmaceutical development company advancing three neuroscience programs targeting a broad range of neurologic and neuropsychiatric disorders. We hold exclusive license rights in the U.S., Canada, and Mexico for Ketamir-2, a novel, patent-pending oral ketamine analog currently under clinical investigation. Ketamir-2 is being developed for the treatment of neuropathic pain, with a Phase 1 clinical trial currently underway in healthy subjects. The single-ascending-dose (SAD) portion of the study has been completed, and data remain blinded pending full analysis. The multiple-ascending-dose (MAD) portion is underway, and a Phase 2a study in chemotherapy-induced peripheral neuropathy (CIPN) is planned to begin in the first half of 2026, subject to regulatory feedback and site readiness. Preclinical studies are also ongoing to further evaluate its potential in treating depression and post-traumatic stress disorder (PTSD). In addition, we have successfully formulated a topical cream version of Ketamir-2. Initial preclinical studies evaluating its efficacy in treating inflammatory pain have been initiated and completed, with additional studies currently ongoing to further assess its therapeutic potential.
Our second development program, MIRA-55, is a novel oral pharmaceutical marijuana molecule being studied for its potential to alleviate anxiety and cognitive decline, symptoms commonly associated with early-stage dementia. We have conducted, and continue to evaluate, preclinical studies to assess MIRA-55’s potential efficacy in treating inflammatory pain. Recent animal studies demonstrated that MIRA-55 produced analgesic and anti-inflammatory effects in validated preclinical pain models without evidence of local irritation or psychoactive side effects. These findings support continued advancement toward IND-enabling studies. If approved by the FDA, MIRA-55 could represent a significant advancement in the treatment of various neuropsychiatric, inflammatory, and neurologic disorders.
The U.S. Drug Enforcement Administration (DEA) has completed its scientific review of both Ketamir-2 and MIRA-55 and concluded that neither compound would be considered a controlled substance or listed chemical under the Controlled Substances Act (CSA) and its governing regulations.
On September 29, 2025, we acquired SKNY Pharmaceuticals (“SKNY”), a related party private company. SKNY merged with MIRAPHARM Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Mira Sub”), with SKNY surviving as a wholly owned subsidiary of MIRA. SKNY’s preclinical drug candidate, SKNY-1, is designed to modulate CB1, CB2, and MAO-B pathways to address energy storage, lipid metabolism, appetite, cravings, and reward - without the psychiatric side effects that limited earlier CB1-targeting drugs. SKNY holds exclusive rights in the United States, Canada, and Mexico to SKNY-1 under license from Miralogx, a related party of the Company.
SKNY-1 has been evaluated in preclinical behavioral and metabolic models. In zebrafish models that mimic human obesity and craving behaviors, oral SKNY-1 administration was associated with reductions in food consumption, body-weight gain, and nicotine-seeking behavior compared with controls. In a rodent behavioral assay used to assess CB1-related anxiety-like effects, SKNY-1 did not induce the anxiety-related responses observed with earlier CB1-targeting compounds. These findings support continued preclinical development of SKNY-1 in models of metabolic and behavioral modulation.
We were incorporated under the laws of the State of Florida in September 2020 and commenced substantive operations, including our pharmaceutical development program, in late 2020.
Highlights- Third Quarter and Beyond
| ● | On July 2, 2025, MIRA announced preclinical results demonstrating that its proprietary drug candidate, Mira-55, a non-psychoactive marijuana analog, delivered morphine-comparable pain relief in a validated animal model of inflammatory pain, without inducing local inflammation. |
| ● | On July 10, 2025, MIRA announced new preclinical results from SKNY-1, an oral drug candidate for obesity and nicotine addiction currently under definitive agreement for acquisition. In a validated behavioral model used to measure Cannabinoid 1 receptor (CB1)-related anxiety-like effects, SKNY-1 demonstrated clear reversal of anxiety-related behavior induced by a CB1 activator, distinguishing it from earlier CB1-targeting drugs that were discontinued due to unfavorable safety profiles. |
| ● | On July 28, 2025, MIRA announced that the U.S. Food and Drug Administration (FDA) has cleared its Investigational New Drug (IND) application for Ketamir-2, the Company’s novel oral NMDA receptor antagonist for the treatment of neuropathic pain. The clearance enables MIRA to initiate U.S.-based clinical trials. |
| ● | On July 29, 2025, MIRA announced new preclinical data evaluating the analgesic effects of its topical Ketamir-2 formulation in a validated rodent model of pain. The study demonstrated that topical Ketamir-2 significantly reduced both acute and inflammatory pain behaviors in animals, with a rapid onset of action, durable effect, and efficacy comparable to injected morphine across both phases of the pain model. These findings support continued development of topical Ketamir-2 for localized pain conditions, including diabetic neuropathy, postherpetic neuralgia, chemotherapy-induced peripheral neuropathy, osteoarthritis, and other forms of inflammatory pain. |
| 13 |
| ● | On August 12, 2025, MIRA announced the acceptance of a second peer-reviewed manuscript describing its lead oral drug candidate, Ketamir-2, in Frontiers in Pharmacology. The newly accepted publication reports that Ketamir-2 outperformed ketamine, pregabalin, or gabapentin-depending on the comparator used-in restoring sensory function and reversing pain behaviors across two gold-standard rodent models of neuropathic pain. |
| ● | On August 19, 2025, MIRA announced the successful completion of the Single Ascending Dose (SAD) portion of its ongoing Phase 1 clinical trial evaluating oral Ketamir-2. The study, conducted at the Hadassah Clinical Research Center in Israel under the direction of Principal Investigator Prof. Yoseph Caraco, demonstrated a favorable safety and tolerability profile, with no severe or clinically significant adverse effects observed to date. |
| ● | On September 12, 2025, MIRA announced that its stockholders approved the acquisition of SKNY Pharmaceuticals, Inc. (“SKNY”) at the Company’s 2025 Annual Meeting of Stockholders. All proposals at the meeting were approved by shareholders, including the SKNY acquisition. |
| ● | On September 16, 2025, MIRA announced positive results demonstrating that its oral drug candidate Ketamir-2 restored normalized behavior in stressed animals within a validated model of post-traumatic stress disorder (PTSD). Ketamir-2 is currently being evaluated in an ongoing Phase 1 clinical trial for neuropathic pain, where it has shown a favorable safety profile to date. |
| ● | On September 22, 2025, MIRA announced topline results from the single ascending dose (SAD) portion of its ongoing Phase 1 clinical trial evaluating the safety, tolerability, and pharmacokinetics (PK) of its lead oral candidate, Ketamir-2, in healthy volunteers. The randomized, placebo-controlled study enrolled 32 healthy adult participants across four escalating oral dose cohorts (50 mg to 600 mg). The primary endpoints were safety, tolerability, and PK characterization. |
| ● | On September 29, 2025, MIRA Pharmaceuticals, Inc. acquired SKNY, a related party private company under common control with MIRA. |
| ● | On October 16, 2025, MIRA announced new preclinical data showing that oral Mira-55 normalized pain and significantly reduced inflammation, outperforming injected morphine in an established animal model of inflammatory pain. |
| ● | On October 24, 2025, MIRA announced the initiation of the multiple ascending dose (MAD) portion of its ongoing Phase 1 clinical trial evaluating its lead oral candidate, Ketamir-2, in healthy volunteers. The Company also announced that it has selected chemotherapy-induced peripheral neuropathy (CIPN) - a common and debilitating side effect of cancer treatment - as the lead indication for its planned Phase 2a clinical evaluation. |
Critical Accounting Estimates
Research and development expenses
Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties, such as contract research organizations and consultants, who conduct research and development activities on our behalf. Patent-related costs, including registration costs, documentation costs and other legal fees associated with the application, are expensed in the period in which they are incurred.
Stock-based compensation
We account for stock-based compensation under the provisions of FASB ASC 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors and consultants based on estimated fair values on the grant date. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. We have elected to account for forfeiture of stock-based awards as they occur.
Results of Operations
For the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024
Research and Development Expenses. We incurred $0.4 million in research and development expenses during the three months ended September 30, 2025, and during the three months ended September 30, 2024, we incurred $1.0 million in research and development expenses. The decrease from 2024 to 2025 is primarily due to decreased costs for the development of MIRA-55.
We incurred $1.2 million in research and development expenses during the nine months ended September 30, 2025, and during the nine months ended September 30, 2024, we incurred $2.4 million in research and development expenses. The decrease from 2024 to 2025 is primarily due to decreased costs in for the development of MIRA-55.
General and Administrative Expenses. We incurred $0.9 million and $1.0 million in general and administrative expenses during the three months ended September 30, 2025 and 2024, respectively. General and administrative expenses are composed primarily of compensation, insurance, professional fees, stock-based compensation, administration and other related costs. The decrease from 2024 to 2025 was primarily due to a decrease in stock-based compensation related to compensation for officers, directors, and employees.
| 14 |
We incurred $3.4 million and $3.1 million in general and administrative expenses during the nine months ended September 30, 2025 and 2024, respectively. General and administrative expenses are composed primarily of compensation, insurance, professional fees, stock-based compensation, administration and other related costs. The difference is primarily due to an increase in stock-based compensation related to compensation to the officers, directors, and employees during the 2025 fiscal year.
Interest income. We earned $0.02 and $0.04 million in interest income during the three months ended September 30, 2025 and 2024, respectively. Interest income during the three months for each respective period consisted of interest earned on bank accounts.
We earned $0.05 and $0.1 million in interest income during the nine months ended September 30, 2025 and 2024, respectively. The difference is primarily due to cash balances.
Unrealized gain on short-term investments. On September 30, 2025, the value of the 3,521,127 Telomir Pharmaceuticals, Inc. shares received in the SKNY acquisition increased from $4,718,310, as recorded on September 29, 2025, the Closing Date of the SKNY acquisition, to $4,894,366, based on the closing price of the stock on September 30, 2025. This resulted in an unrealized gain recorded in other income of $176,056. We did not have short-term investments in the nine months ended September 30, 2024
Liquidity and Capital Resources
Sources of Liquidity and Going Concern
Since our inception in September 2020, we have financed our operations primarily through an unsecured line of credit with a major shareholder and an affiliated company, through a private placement of shares of our common stock that occurred during the fourth quarter 2021 and during 2022, and by the proceeds from our completed initial public offering in August 2023. We intend to finance our clinical development programs and working capital needs from existing cash, and potentially new sources of debt and equity financing. We may enter into new licensing and commercial partnership agreements.
On September 29, 2025, MIRA Pharmaceuticals, Inc. acquired SKNY, a related party private company under common control with MIRA. SKNY merged with MIRAPHARM Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Mira Sub”), with SKNY surviving as a wholly owned subsidiary of MIRA. SKNY’s largest shareholder contributed to the Company, on behalf of SKNY 3,521,127 shares of common stock in Telomir Pharmaceuticals, Inc. (NASDAQ: TELO), a publicly traded preclinical stage biotechnology company that is a related party with MIRA and SKNY. The 3,521,127 share in TELO represented $5,000,000 based on the 10-day average of the closing share price of TELO stock, $1.42, for the ten trading days prior to September 25, 2025, (the “Measurement Date”). On September 29, 2025 (the “Closing Date”), MIRA Pharmaceuticals, Inc. received the TELO shares and recorded their value as of the Closing Date as $4,718,310. See Note 5, Asset Acquisition. The 3,521,127 shares in TELO were recorded on the MIRA balance sheet as a Short-term investment. On September 30, 2025, the value of these shares was adjusted to $4,894,366 based on the TELO closing price on September 30, 2025, with a corresponding credit to other income of $176,056.
Historically, we have been primarily engaged in developing MIRA-55 and, more recently, have also been focusing on the development of Ketamir-2. On September 29, 2025, we acquired the rights to develop SKNY-1. Supporting these activities, we have sustained substantial losses. Our ability to fund ongoing operations and future clinical and clinical trials required for FDA approval is dependent on our ability to obtain significant additional external funding in the near term. We expect to be able to fund operations through the third quarter of 2026, with the issuance of common stock under our shelf registration statement described in Note 6 of the accompanying financial statements. We will require additional financing to fund our operations, to continue and complete clinical and clinical development activities and to commercially develop and ultimately launch our product candidates. However, and particularly given our early-stage nature and the significant time and capital required to implement our business plan, there can be no assurance that any fundraising will be achieved on commercially reasonable terms, if at all.
On August 12, 2024, the Company filed a shelf registration statement on Form S-3 with the SEC. The terms of any offering under the shelf registration statement will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to completion of any such offering. Proceeds raised in the ATM financing supported by this shelf registration statement as of the filing date have totaled $6.7 million, net of $0.3 million in fees and transaction costs.
We expect to continue to generate losses in the foreseeable future. Our liquidity needs will be determined largely by the budgeted operational expenditure incurred in regard to the progression of our product candidates. We do not have sufficient cash and cash equivalents as of the date of filing this Report to support our operations for at least the 12 months. These conditions raise substantial doubt about our ability to continue as a going concern through 12 months after the date the financial statements included in this Report are issued.
To alleviate the conditions that raise substantial doubt about our ability to continue as a going concern, we plan to secure additional capital, through public equity offerings under the ATM Agreement and strategic transactions, including potential alliances and drug product collaborations; however, none of these alternatives are committed at this time. There can be no assurance that we will be successful in obtaining sufficient funding on terms acceptable to us to fund continuing operations, if at all, identify and enter into any strategic transactions that will provide the capital that we will require or achieve the other strategies to alleviate the conditions that raise substantial doubt about our ability to continue as a going concern. If none of these alternatives are available, or if they are not available on satisfactory terms, we will not have sufficient cash resources and liquidity to fund our business operations. The failure to obtain sufficient capital on acceptable terms when needed may require us to delay, limit, or eliminate the development of business opportunities and our ability to achieve our business objectives and our competitiveness, and our business, financial condition, and results of operations will be materially adversely affected, or, in the worst case scenario, we could be forced to cease operations and dissolve. In addition, the perception that we may not be able to continue as a going concern may cause others to choose not to deal with us due to concerns about its ability to meet our contractual obligations.
| 15 |
We did not have any material non-cancellable contractual obligations as of September 30, 2025.
Cash Flows
The following table provides information regarding our cash flows for the periods presented:
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash provided by (used in): | ||||||||
| Operating activities | $ | (3,526,632 | ) | $ | (3,755,576 | ) | ||
| Financing activities | 3,335,240 | 3,297,570 | ||||||
| Net change in cash | $ | (191,392 | ) | $ | (458,006 | ) | ||
Net Cash Flows from Operating Activities
The cash used in operating activities resulted primarily from our net losses and unrealized gain on short-term investments, offset by stock-based compensation expense, changes in prepaid expenses and changes in components of accounts payable and accrued expenses.
For the nine months ended September 30, 2025, operating activities used $3.5 million of cash. This was primarily driven by a net loss of $4.5 million and $0.6 million used to pay down accounts payable and prepaid expenses and an unrealized gain of $0.18 million. These outflows were partially offset by $1.8 million in stock-based compensation expense. Accounts payable, as well as accrued and prepaid expenses, primarily related to research and development costs, consultant fees, and insurance expenses.
For the nine months ended September 30, 2024, operating activities used $3.7 million of cash. This was primarily driven by a net loss of $5.4 million and $0.3 million used to pay down accounts payable and prepaid expenses. These outflows were partially offset by $1.4 million in stock-based compensation expense. Accounts payable, as well as accrued and prepaid expenses, primarily related to research and development costs, consultant fees, and insurance expenses.
Net Cash Flows from Financing Activities
For the nine months ended September 30, 2025, financing activities provided $3.4 million of cash, resulting from $3.0 million proceeds from sale of common stock from the ATM, less offering costs, and $0.29 million proceeds from stock option exercises.
For the nine months ended September 30, 2024, financing activities provided $3.3 million of cash, resulting primarily from $3.1 million in sales of common stock.
Nasdaq Listing Compliance Risk Due to Stockholders’ Equity Deficiency
On April 8, 2025, we received a notification from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as of the filing of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, we were not in compliance with Nasdaq Listing Rule 5550(b)(1), or the Rule, which requires listed companies to maintain a minimum of $2.5 million in stockholders’ equity. In accordance with Nasdaq’s procedures, we submitted a plan to regain compliance.
On May 7, 2025, Nasdaq accepted our plan and granted an extension to regain compliance with the Rule. The terms of the extension were as follows: on or before October 6, 2025 the company was required to evidence compliance with the Rule.
On September 29, 2025, MIRA Pharmaceuticals, Inc. acquired SKNY, a related party private company under common control with MIRA. SKNY’s largest shareholder contributed to the Company on behalf of SKNY 3,521,127 shares of common stock in Telomir Pharmaceuticals, Inc. (NASDAQ: TELO), a publicly traded preclinical stage biotechnology company under common control with MIRA and SKNY. The 3,521,127 shares in TELO represented $5,000,000 based on the stock’s closing price on September 26 (the “Measurement Date”). On September 29, 2025 (the “Closing Date”), MIRA Pharmaceuticals, Inc. received the TELO shares and recorded their value as of the Closing Date as $4,718,310. See Note 5, Asset Acquisition. The 3,521,127 shares in TELO were recorded on the MIRA balance sheet as a Short-term investment. On September 30, 2025, the value of these shares was adjusted to $4,894,366 based on the TELO closing price on September 30, 2025, with a corresponding credit to other income of $176,056.
As of the date of this filing, we have sold 4,133,402 shares in ATM transactions, with net proceeds of $6.7 million. As of September 30, 2025, our shareholder’s equity was $7.6 million. On October 7, 2025, we received a notification from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that NASDAQ had determined that we are in compliance with Nasdaq Listing Rule 5550(b)(1).
| 16 |
There can be no assurance that we will be able to maintain compliance with Nasdaq’s listing requirements. If we fail to maintain compliance with the Rule, our common stock may be subject to delisting from the Nasdaq Capital Market, which could materially and adversely affect the liquidity and market price of our common stock and limit our access to capital.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and therefore are not required to provide the information under this item per Item 305(e) of Regulation S-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Report, our management, with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer) (the “Certifying Officers”), conducted evaluations of our disclosure controls and procedures. As defined under Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officers, to allow timely decisions regarding required disclosures.
Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our control have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Based on this evaluation, the Certifying Officers have concluded that our disclosure controls and procedures were effective as of September 30, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, during our third quarter of 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, government actions, administrative actions, investigations, or claims are pending against us or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business and financial condition.
We anticipate that we will expend significant financial and managerial resources in the defense of our intellectual property rights in the future if we believe that our rights have been violated. We also anticipate that we will expend significant financial and managerial resources to defend against claims that our products and services infringe upon the intellectual property rights of third parties.
Item 1A. Risk Factors.
As a smaller reporting company, information under this “Item 1A. Risk Factors” is not required to be presented.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not applicable.
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Item 6. Exhibits.
| Number | Description | |
| 31.1* | Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Section 302 | |
| 31.2* | Certification of Interim Chief Financial Officer Pursuant to Sarbanes-Oxley Section 302 | |
| 32.1** | Certification Pursuant To 18 U.S.C. Section 1350 (*) | |
| 32.2** | Certification Pursuant To 18 U.S.C. Section 1350 (*) | |
| 101.ins* | Inline XBRL Instance Document | |
| 101.sch* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.cal* | Inline XBRL Taxonomy Calculation Linkbase Document | |
| 101.def* | Inline XBRL Taxonomy Definition Linkbase Document | |
| 101.lab* | Inline XBRL Taxonomy Label Linkbase Document | |
| 101.pre* | Inline XBRL Taxonomy Presentation Linkbase Document | |
| 104* | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL. |
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MIRA PHARMACEUTICALS, INC. | ||
| Date: November 13, 2025 | By: | /s/ Erez Aminov |
| Erez Aminov | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: November 13, 2025 | By: | /s/ Alan Weichselbaum |
| Alan Weichselbaum | ||
| Chief Financial Officer, Treasurer and Secretary | ||
| (Principal Financial Officer) | ||
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