10-Q - MIRA - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

(MarkOne)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe quarterly period ended ### March 31, 2025

☐	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 001-41765

MIRAPharmaceuticals, Inc.

(Exactname of registrant as specified in its charter)

Florida	85-3354547
(State or other jurisdiction of<br><br> <br>incorporation or organization)	(I.R.S. Employer<br><br> <br>Identification No.)
1200 Brickell Avenue, Suite 1950 #1183<br><br> <br>Miami, Florida	33131
(Address of principal executive offices)	(Zip Code)

Registrant’s

telephone number (including area code):

(786)432-9792

Not

Applicable

(Formername, 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
Common Stock, par value $0.0001 per share	MIRA	TheNasdaq CapitalMarket

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 ☐ No ☒

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). Yes ☒ No ☐

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<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> 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 May 14, 2025, there were 16,919,623 shares of company common stock issued and outstanding.

MIRA

Pharmaceuticals, Inc.

Quarterly

Report on Form 10-Q

TABLE

OF CONTENTS

		Page
Part I. Financial Information
Item<br> 1.	Condensed<br> Financial Statements (unaudited)
	Condensed Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024	1
	Condensed Statements of Operations for the three months ended March 31, 2025 and 2024 (unaudited)	2
	Condensed Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2025 and 2024 (unaudited)	3
	Condensed Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited)	4
	Notes to Condensed Financial Statements (unaudited)	5
Cautionary Note on Forward Looking Statements		13
Item<br> 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item<br> 3.	Quantitative and Qualitative Disclosures about Market Risk	18
Item<br> 4.	Controls and Procedures	18
Part II. Other Information		19
Item<br> 1	Legal Proceedings	19
Item<br> 1A.	Risk Factors	19
Item<br> 2	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item<br> 3	Defaults upon Senior Securities	19
Item<br> 4	Mine Safety Disclosures	19
Item<br> 5	Other Information	19
Item<br> 6.	Exhibits	20
Signatures		21

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MIRA

PHARMACEUTICALS, INC.

CONDENSED

BALANCE SHEETS

			December 31,
			2024

ASSETS
Current assets:
Cash and cash equivalents	1,206,285		$	2,832,931
Prepaid expenses	158,614			54,729
Total current assets	1,364,899			2,887,660
Related party receivable	35,439			35,439
Total assets	1,400,338		$	2,923,099
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	100,673		$	423,349
Accrued liabilities	5,500			300,000
Total current liabilities	106,173			723,349
Total liabilities	106,173		$	723,349
Stockholders’ Equity
Preferred Stock, 0.0001 par value, 10,000,000 shares authorized and none issued or outstanding.	-			-
Common Stock, 0.0001 par value; 100,000,000 shares authorized, 16,813,654 and 16,560,852 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively.	1,682			1,656
Additional paid-in capital	32,213,983			31,335,815
Accumulated deficit	(30,921,500	)		(29,137,721	)
Total stockholders’ equity	1,294,165			2,199,750
Total liabilities and stockholders’ equity	1,400,338		$	2,923,099

All values are in US Dollars.

See

notes to condensed unaudited financial statements

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MIRA

PHARMACEUTICALS, INC.

CONDENSED

STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024
	Three Months Ended <br> March 31,
	2025			2024
Revenues	$	-		$	-
Operating costs:
General and administrative expenses		1,490,796			1,005,911
Research and development expenses		314,404			762,276
Total operating costs		1,805,200			1,768,187
Interest income		21,421			50,416
Net loss attributable to common stockholders	$	(1,783,779	)	$	(1,717,771	)
Basic and diluted loss per share	$	(0.11	)	$	(0.15	)
Weighted average common stock shares outstanding		16,645,119			14,780,885

See

notes to condensed unaudited financial statements

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MIRA

PHARMACEUTICALS, INC.

CONDENSED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR

THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Unaudited)

	Shares		Amount		Capital			Deficit			Equity
	Common Stock				Additional Paid-In			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Deficit			Equity
Balances, December 31, 2023		14,780,885	$	1,478	$	25,657,930		$	(21,285,062	)	$	4,374,346
Stock-based compensation		-		-		500,210			-			500,210
Net loss		-		-		-			(1,717,771	)		(1,717,771	)
Balances, March 31, 2024		14,780,885		1,478	$	26,158,140			(23,002,833	)	$	3,156,785
Balances, December 31, 2024		16,560,852	$	1,656	$	31,335,815		$	(29,137,721	)	$	2,199,750
Balances		16,560,852	$	1,656	$	31,335,815		$	(29,137,721	)	$	2,199,750
Issuance of common stock for cash		2,802		1	$	3,381			-		$	3,381
Shares issued for vested RSUs		250,000		25		(25	)		-			-
Stock-based compensation		-		-		874,812			-			874,812
Net loss		-		-		-			(1,783,779	)		(1,783,779	)
Balances, March 31, 2025		16,813,654		1,682		32,213,983			(30,921,500	)		1,294,165
Balances		16,813,654		1,682		32,213,983			(30,921,500	)		1,294,165

See

notes to condensed unaudited financial statements

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MIRA

PHARMACEUTICALS, INC.

CONDENSED

STATEMENTS OF CASH FLOWS

(Unaudited)

	2025			2024
	Three Months Ended<br><br><br>March 31,
	2025			2024
Cash flows from operating activities
Net loss	$	(1,783,779	)	$	(1,717,771	)
Adjustments to reconcile net loss to net cash from operations
Stock-based compensation expense		874,812			500,210
Change in operating assets and liabilities:
Accounts payable and accrued expenses		(617,176	)		97,697
Prepaid expenses		(103,884	)		58,466
Other receivables		-			11,862
Net cash flows from operating activities	$	(1,630,027	)	$	(1,049,536	)
Financing activities:
Advances to affiliates		-			(24,335	)
Proceeds from sale of common stock, less offering costs		3,381			-
Net cash flows provided by (used in) financing activities	$	3,381		$	(24,335	)
Net change in cash and cash equivalents		(1,626,646	)		(1,073,871	)
Cash and cash equivalents, beginning of period		2,832,931			4,602,566
Cash and cash equivalents, end of period	$	1,206,285		$	3,528,695
Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See

notes to condensed unaudited financial statements

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MIRA PHARMACEUTICALS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Unaudited)

Note1. Description of business and summary of significant accounting policies:

Overview

MIRA Pharmaceuticals, Inc. (NASDAQ: MIRA) is a clinical-stage pharmaceutical development company advancing two neuroscience programs targeting neurologic and neuropsychiatric disorders. The company holds exclusive rights in the U.S., Canada, and Mexico for Ketamir-2 and MIRA-55, two novel drug candidates designed to address unmet medical needs in pain management, depression, PTSD and cognitive function.

The U.S. Drug Enforcement Administration (DEA)’s scientific review of Ketamir-2 and MIRA-55 concluded that it would not be considered a controlled substance or listed chemical under the Controlled Substances Act (CSA) and its governing regulations.

As

used herein, the Company’s Common Stock, par value $0.0001 per share, is referred to as the “Common Stock” and the Company’s preferred stock, par value $0.0001 per share, is referred to as the “Preferred Stock”.

Operatingupdates

Acquisitionletter of intent

On March 19, 2025, we entered into a binding letter of intent (the “LOI”) with SKNY Pharmaceuticals, Inc. (“SKNY”), a privately held Delaware corporation, to acquire SKNY through a stock exchange transaction (the “Acquisition”). The Acquisition will bring SKNY-1, a novel oral drug candidate targeting weight loss and smoking cessation-two of the leading causes of preventable death-into MIRA’s development pipeline. Under the LOI, SKNY will provide a $5 million capital infusion in cash or cash equivalents, further strengthening MIRA’s financial position and supporting future growth initiatives.

SKNY holds exclusive rights to its compounds in the United States, Canada, and Mexico which is license from Miralogx, a related party of the Company. Under the terms of the LOI, SKNY will merge into us through a stock exchange, with each outstanding share of SKNY’s common stock being exchanged for shares of our common stock. The exact exchange ratio will be determined by an independent third-party valuation firm (the “Independent Valuator”) based on the relative values of both companies. The completion of the Acquisition is contingent upon the Independent Valuator determining that SKNY’s valuation is at least equal to or greater than that of ours.

We expect to account for the Acquisition as an asset acquisition and the purchase price and related costs will be allocated to the various assets on a relative fair value basis in accordance with FASB ASC 805, Business Combinations. Upon completion of the Acquisition, all SKNY’s assets, including its drug candidates, will become wholly owned by us, further expanding our development pipeline. On May 8, 2025, we announced that our Board of Directors had approved our planned acquisition of SKNY Pharmaceuticals, Inc. (the “Merger”), following the completion of independent valuation reports on both companies. The Merger remains subject to MIRA and SKNY’s shareholder approval.

Basisof 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.

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MIRA PHARMACEUTICALS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Unaudited)

Researchand 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.

Generaland 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

Useof 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 stock-based compensation and the deferred tax asset valuation allowance.

Cashand 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 $250,000. On March 31, 2025, the Company had cash in excess of FDIC limits of approximately $1.0 million. Any material loss that the Company may experience in the future could have an adverse effect on its ability to pay its operational expenses or make other payments and may require the Company to move its cash to other high quality financial institutions. The Company deems these institutions to be of high caliber and, to date, has not experienced any losses related to these holdings.

Stock-basedcompensation

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.

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MIRA PHARMACEUTICALS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Unaudited)

Fairvalue 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).

Earnings(loss) per Share

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 period ended March 31, 2025 and March 31, 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 three months ended March 31, 2025 and 2024, outstanding aggregate stock options and warrants of 6,215,904 and 3,551,904 respectively, were not included in the computation of diluted earnings per share, because to do so would have had an antidilutive effect.

Recentaccounting 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 consolidated 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.

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MIRA PHARMACEUTICALS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Unaudited)

Note2. Going concern

The accompanying 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 March 31, 2025, the Company had cash of approximately $1.2 million, and historically the Company has had no revenues. The Company has used approximately $1.6 million of cash in operations during the three months ended March 31, 2025, had a net loss of approximately $1.8 million in the three months ended March 31, 2025 and had stockholders’ equity of approximately $1.3 million at March 31, 2025, versus stockholders’ equity of approximately $2.2 million at December 31, 2024.

Historically, the Company has been primarily engaged in developing Ketamir-2 and MIRA-55. During these activities, the Company sustained substantial losses. 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 5). The Company expects to be able to fund operations to the third quarter of 2025, with the cash on hand. However, the Company has the ability to issue common stock under its shelf registration statement to assist in liquidity needs.

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 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.

Note3. 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 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 $0.1 million upon the signing of the Agreement and will be obligated to pay quarterly royalty payments on sales of the Ketamir-2 in the Territory of 8% of net sales and 8% of other revenue (such as milestone or sublicense payments) from licensed products.

Also,

in consideration of the License Agreement, the Company issued to MIRALOGX a Common Stock Purchase Warrant to purchase up to 700,000 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 $2.00 per share.

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MIRA PHARMACEUTICALS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Unaudited)

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, unless earlier terminated.

Note4. Related party transactions:

Due

from related parties – Amounts due from MIRALOGX as of March 31, 2025 and December 31, 2024, which are presented as a related party receivable, in the accompanying condensed balance sheets, totalled $0.04 million. These aforementioned amounts are composed of accounts payable paid on behalf of a related party, specifically research and development payables. There has been no related party activity since December 31, 2024.

Licenseagreement - See Note 3.

Note5. Stockholders’ equity:

Capitalstock

The

Company has the authority to issue 110,000,000 shares of capital stock, consisting of 100,000,000 shares of Common Stock and 10,000,000 shares of undesignated Preferred Stock, whose rights and privileges will be defined by the Board of Directors when a series of Preferred Stock is designated.

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 $19,268,571. On September 24, 2024, the Company filed a prospectus supplement to amend the shelf registration statement to update the maximum amount eligible to be sold under the ATM Agreement to $75 million.

For

the three months ended March 31, 2025, under the ATM Agreement, the Company has sold and issued 2,802

shares of Common Stock at an average price per

share of $1.33

and

received net proceeds of approximately $3,000

,

after deducting commissions and other fees of approximately $300.

Stock-basedcompensation

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. Expected price volatility is based on the historical volatilities of a peer group as the Company does 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. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of the Company’s own stock price becomes available, or unless circumstances change such that the identified companies are no longer similar to the Company, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation.

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.

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MIRA PHARMACEUTICALS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Unaudited)

During the three months ended March 31, 2024, a total of 725,000 options to purchase Common Stock, with an aggregate fair market value of approximately $0.8 million were granted to the members of the Company’s Board of Directors, executive officers and consultants of the Company. Options have a term of 10 years from the grant date. These option vest as follows: (i) Board of Director and consultant options vested 50% at grant and the remaining vest at one-year anniversary of date of grant, and (ii) executive officer option grants vest 50% at 6 months from date of grant and at one-year anniversary of grant date.

During the three months ended March 31, 2025, there were no grants of stock options.

The following is option activity during the three months ended March 31, 2025 and 2024.

Schedule of option activity

			Weighted Average Exercise Price Per Share			Aggregate Intrinsic<br><br> <br>Value
Outstanding as December 31, 2023	1,215,001		$	5.29	8.7	$	-
Options granted	725,000		$	1.20	-	$	-
Forfeitures	(151,667	)	$	5.0	-	$	-
Outstanding as March 31, 2024	1,788,334			4.07		$	-
Outstanding as December 31, 2024	4,235,666		$	1.83	9.2	$	-
Options granted	-		$	-	-	$	-
Forfeitures	(33,332	)	$	2.19	-	$	-
Outstanding as March 31, 2025	4,202,334		$	1.83	9	$	-
Exercisable, March 31, 2025	2,702,888		$	2.09	8.7	$	-

As

of March 31, 2025, options exercisable totaled 2,702,888. There is approximately $0.4 million of unrecognized compensation costs related to non-vested share-based compensation awards, which will be expensed through 2026.

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 500,000 performance-based restricted stock units of the Company’s common stock, par value $0.001 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. As the awards have not been granted officially through board approval, there is no grant date under ASC 718, and therefore no measurement date for the value of such awards and no expense has been recorded for the awards granted during the three months ended March 31, 2025.

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MIRA PHARMACEUTICALS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Unaudited)

The following is RSU activity during the three months ended March 31, 2025:

Schedule of restricted stock unit activity


Outstanding<br> as December 31, 2024	500,000
RSU’s granted	-
Vested	(250,000	)
Expired	-
Forfeitures	-
Outstanding as March 31,<br> 2025	250,000

During

the year ended December 31, 2024, a total of 500,000 restricted stock units (“RSU”), with an aggregate fair market value of approximately $0.6 million were granted to the Company’s Chief Executive Officer under the 2022 Omnibus Incentive Plan. These RSU’s vest as follows: (i) 50% on February 12, 2025 (ii) 50% at 6-month anniversary of the date of grant. The awards were fair valued using the closing price of the stock of $1.19 on December 6th, 2024.

As

of March 31, 2025, there was approximately $0.2 million unrecognized compensation cost related to unvested RSU’s awards granted. These costs will be expensed through second quarter of 2025.

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 three months ended March 31, 2025 and 2024 is summarized below:

Schedule of warrant activity

			Weighted		Weighted<br><br>Average
	Number of		Average<br> Exercise		Remaining<br> Contractual		Aggregate
	Warrants		Price		Term (Years)		Intrinsic Value
Outstanding as December 31, 2023		1,763,570	$	3.88		4.6		-
Granted		-	$	-		-		-
Outstanding as March 31, 2024		1,763,570	$	3.88		4.4		-
Outstanding as December 31, 2024		1,763,570	$	3.88		3.6		-
Granted		-	$	-		-		-
Outstanding as March 31, 2025		1,763,570	$	3.88		3.4		-
Exercisable, March 31, 2025		1,763,570	$	3.88		3.4		-

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MIRA PHARMACEUTICALS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Unaudited)

Note6. 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.

Schedule

of segment expenses and other segment expenses

	2025			2024
	Three Months Ended March 31,
	2025			2024
Revenues	$	—		$	—
Less segment expenses:
Research and development		314,404			762,276
General and administrative		1,490,796			1,005,911
Loss from operations	$	1,805,200			1,768,187
Plus:
Interest income		21,421			50,416
Segment net loss	$	(1,783,779	)	$	(1,717,771	)

Note7. Subsequent Events

ATMOffering

On April 16, 2025, the Company filed a prospectus supplement to amend the shelf registration statement to update the maximum amount eligible to be sold under the ATM Agreement to $7 million.

From

April 1, 2025 through May 14, 2025, under the ATM Agreement, the Company sold and issued 105,969 shares of Common Stock at an average price per share of $0.90, and received net proceeds of approximately $0.1 million, after deducting commissions and other fees of $0.003 million.

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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<br> reliance on related parties for potential funding and our license for Ketamir-2;
●	our potential transaction with SKNY Pharmaceuticals, Inc.;
●	our<br> ability to obtain and maintain regulatory approval of our product candidates;
●	our<br> ability to successfully commercialize and market our product candidates, if approved;
●	our<br> ability to contract with third-party suppliers, manufacturers and other service providers and their ability to perform adequately;
●	the<br> potential market size, opportunity, and growth potential for our product candidates, if approved;
●	our<br> ability to obtain additional funding for our operations and development activities;
---	---
●	the<br> accuracy of our estimates regarding expenses, capital requirements and needs for additional financing;
●	the<br> initiation, timing, progress and results of our clinical studies and clinical trials, and our research and development programs;
●	the<br> timing of anticipated regulatory filings;
●	the<br> timing of availability of data from our clinical trials;
●	our<br> future expenses, capital requirements, need for additional financing, and the period over which we believe that our existing cash<br> and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements;
●	our<br> ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;
●	our<br> ability to advance product candidates into, and successfully complete, clinical trials;
●	our<br> ability to recruit and enroll suitable patients in our clinical trials;

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| --- | | ● | 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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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Thefollowing discussion and analysis should be read in conjunction with the Condensed Financial Statements and Notes thereto included elsewherein this Report. This discussion contains certain forward-looking statements that involve risks and uncertainties. The Company’sactual results and the timing of certain events could differ materially from those discussed in these forward-looking statements as aresult of certain factors, including, but not limited to, those set forth herein and elsewhere in this Report and in the Company’sother filings with the SEC. See “Cautionary Note Regarding Forward Looking Statements” above.

Asused 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.

Backgroundof our Company

We are a clinical-stage pharmaceutical development company with two 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. Preclinical studies have been conducted and are ongoing as part of the oral development program 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 and will be initiating preclinical studies to evaluate its efficacy in treating inflammatory pain.

Additionally, our novel oral pharmaceutical marijuana molecule, MIRA-55, is being studied for its potential to alleviate anxiety and cognitive decline, symptoms commonly associated with early-stage dementia. If approved by the FDA, MIRA-55 could represent a significant advancement in the treatment of various neuropsychiatric, inflammatory, and neurologic disorders.

The DEA’s scientific review of Ketamir-2 and MIRA-55 concluded that it would not be considered a controlled substance or listed chemical under the CSA and its governing regulations.

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-First Quarter and Beyond

●	March 4, 2025: We announced the approval and upcoming initiation of our Phase 1 clinical<br> trial for Ketamir-2, with subject recruitment beginning in Q1 2025.
●	March 19, 2025: We announced that we had signed a binding letter of intent (LOI) to acquire<br> SKNY Pharmaceuticals, Inc. The transaction includes a $5 million capital infusion—comprised<br> of cash or equivalent consideration—into MIRA, reinforcing our financial position and<br> supporting the advancement of SKNY-1, a preclinical-stage oral drug candidate for weight<br> loss and smoking cessation.
●	April 1, 2025: We announced the enrollment of the first subjects in our Phase 1 clinical<br> trial of Ketamir-2, being conducted in Israel.
●	April 16, 2025: We announced compelling data demonstrating the efficacy of the oral ketamine<br> analog, Ketamir-2, in a validated animal model of diabetic neuropathy.
●	April 23, 2025: We announced the completion of in vitro release testing (IVRT) for our<br> topical formulation of Ketamir-2. The formulation is under investigation for localized applications<br> in pain-related conditions.
●	May 6, 2025: We announced positive results from a neurotoxicity study of Ketamir-2,<br> a novel oral NMDA receptor antagonist. The study was required by the U.S. Food and Drug Administration<br> (FDA) prior to initiating human dosing in the United States.
●	May 8, 2025: We announced that our Board of Directors had approved the planned acquisition<br> of SKNY Pharmaceuticals, Inc. (the “Merger”), following the completion of independent<br> valuation reports on both companies. The Merger remains subject to shareholder approval from<br> both MIRA and SKNY.

Amendment to Employment Agreement

On May 13, 2025, Erez Aminov amended his employment with the Company to adjust his annual base salary to $485,000 (the “Amendment”). For the full text of the Amendment, please see Exhibit 10.1 of this Form 10-Q.

CriticalAccounting Estimates

Researchand 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-basedcompensation

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.

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Resultsof Operations

Forthe three months ended March 31, 2025 compared to the three months ended March 31, 2024

Researchand Development Expenses. We incurred $0.3 million in research and development expenses during the three months ended March 31, 2025, relating to initial payment for toxicology study costs. Research and development expenses include clinical, toxicology and consultant expenses. During the three months ended March 31, 2024, we incurred $0.8 million in research and development expenses, which were primarily related to initial payments for clinical research projects for Ketamir-2. The decrease is primarily due to Ketamir-2 moving into Phase 1 trials that began in the later part of Q1 2025 compared to Ketamir-2 R&D ramping up in the prior year.

Generaland Administrative Expenses. We incurred $1.5 million and $1.0 million in general and administrative expenses during the three months ended March 31, 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 increase is primarily due to an increase in stock-based compensation related to compensation to the officers, directors, and employees.

Interestincome. We earned $0.02 and $0.05 million in interest income during the three months ended March 31, 2025 and 2024, respectively. Interest income during the three months for each respective period consisted of interest earned on bank accounts.

Liquidityand Capital Resources

Sourcesof 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.

Historically, we have been primarily engaged in developing MIRA-55 and, more recently, have also been focusing on the development of Ketamir-2. During 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 fourth quarter of 2025, with the issuance of common stock under our shelf registration statement described in Note 5 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.

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.

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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.

We did not have any material non-cancellable contractual obligations as of March 31, 2025.

CashFlows

The following table provides information regarding our cash flows for the periods presented:

	Three months Ended March 31,
	2025			2024
Net cash flows from:
Operating activities	$	(1,630,027	)	$	(1,049,536	)
Financing activities		3,381			(24,335	)
Net change in cash	$	(1,626,646	)	$	(1,073,871	)

NetCash Flows from Operating Activities

The cash used in operating activities resulted primarily from our net losses, stock-based compensation expense, changes in prepaid expenses and changes in components of accounts payable and accrued expenses.

For the three months ended March 31, 2025, operating activities used $1.6 million of cash. This was primarily driven by a net loss of $1.8 million and $0.7 million used to pay down accounts payable and prepaid expenses. These outflows were partially offset by $0.8 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 three months ended March 31, 2024, operating activities used $1.0 million of cash, primarily due to a net loss of $1.7 million, offset by $0.5 million in stock-based compensation expense and $0.2 million in accounts payable, accrued and prepaid expenses. Accounts payable, accrued and prepaid expenses were primarily composed of research and development payables, consultant costs, and insurance costs.

NetCash Flows from Financing Activities

For the three months ended March 31, 2025, financing activities provided $0.003 million of cash, resulting from proceeds from sale of common stock, less offering costs.

For the three months ended March 31, 2024, financing activities used $0.02 million of cash, resulting from $0.02 million in advances to affiliates.

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NasdaqListing Compliance Risk Due to Stockholders’ Equity Deficiency

We have received a notice from Nasdaq indicating that we are not in compliance with its minimum stockholders’ equity requirement, and there can be no assurance that we will be able to regain compliance or maintain our listing.

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.

Our plan includes a number of steps intended to cure the deficiency, including the anticipated closing of a strategic merger with SKNY Pharmaceuticals, Inc. in the second or third quarter of 2025, which we expect will add approximately $5 million in cash or other assets to our balance sheet. In addition, we currently have access to approximately $7 million in available capital through our at-the-market (ATM) offering facility (Note 5 of accompanying financial statements), which we may utilize to further strengthen our stockholders’ equity position. On May 7, 2025, Nasdaq accepted our plan and granted an extension to regain compliance with the Rule. The terms of the extension are as follows: on or before October 6, 2025 the company must complete the financing transactions and evidence compliance with the Rule.

While we believe these actions will enable us to regain compliance with Nasdaq’s listing requirements, there can be no assurance that we will be able to execute the necessary steps successfully or within the permitted timeframe. If we fail to regain 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.

Item3. 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.

Item4. Controls and Procedures

Evaluationof 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 March 31, 2025.

Changesin 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 first 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

Item1. 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.

Item1A. Risk Factors.

As a smaller reporting company, information under this “Item 1A. Risk Factors” is not required to be presented.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item3. Defaults upon Senior Securities.

None.

Item4. Mine Safety Disclosures.

Not applicable.

Item5. Other Information.

Not applicable.

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Item6. Exhibits.

Number	Description
10.1*	Amendment to Employment Agreement, dated May 13, 2025, between MIRA Pharmaceuticals and Erez Aminov
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<br> XBRL Instance Document
101.sch*	Inline<br> XBRL Taxonomy Extension Schema Document
101.cal*	Inline<br> XBRL Taxonomy Calculation Linkbase Document
101.def*	Inline<br> XBRL Taxonomy Definition Linkbase Document
101.lab*	Inline<br> XBRL Taxonomy Label Linkbase Document
101.pre*	Inline<br> XBRL Taxonomy Presentation Linkbase Document
104*	The<br> cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL.
*	Filed<br> herewith.
**	Furnished<br> 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<br> PHARMACEUTICALS, INC.
Date:<br> May 14, 2025	By:	/s/ Erez Aminov
		Erez<br> Aminov
		Chief<br> Executive Officer
		(Principal<br> Executive Officer)
Date:<br> May 14, 2025	By:	/s/ Michelle Yanez
		Michelle<br> Yanez
		Chief<br> Financial Officer, Treasurer and Secretary
		(Principal<br> Financial Officer)

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Exhibit 10.1

Exhibit31.1

Certificationof Chief Executive Officer

Pursuantto Rule 13a-14(a)

I, Erez Aminov, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of MIRA PHARMACEUTICALS, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries as applicable, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2025

/s/ Erez Aminov
Erez Aminov
Chief Executive Officer

Exhibit31.2

Certificationof Chief Financial Officer

Pursuantto Rule 13a-14(a)

I, Michelle Yanez, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of MIRA PHARMACEUTICALS, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2025

/s/ Michelle Yanez
Michelle Yanez
Chief Financial Officer, Treasurer and Secretary

Exhibit 32.1

MIRA PHARMACEUTICALS, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MIRA PHARMACEUTICALS, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Erez Aminov, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Erez Aminov
Erez Aminov
Chief Executive Officer
May 14, 2025

Exhibit 32.2

MIRA PHARMACEUTICALS, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MIRA PHARMACEUTICALS, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michelle Yanez, Chief Financial Officer, Treasurer and Secretary of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Michelle Yanez
Michelle Yanez
Chief Financial Officer, Treasurer and Secretary
May 14, 2025