[8-K] MIRA Pharmaceuticals, Inc. Reports Material Event

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Callable Contingent Coupon Equity-Linked Securities (Series N) maturing 21 Jan 2028. The $1,000-denomination notes are linked to the worst performer of three underlyings: the Nasdaq-100 Index, the SPDR S&P Regional Banking ETF (KRE) and the VanEck Gold Miners ETF (GDX).

Key Economics

• Contingent Coupon: ≥1.2833% of par per monthly observation (≥15.40% p.a.), paid only when the worst performer’s closing value is ≥70% of its initial level (the coupon barrier).
• Principal at Maturity: • 100% of par if the worst performer is ≥60% of its initial value (the final barrier). • Otherwise, par × (1 + worst return), exposing investors to a one-for-one loss below –40%; the redemption value can be zero.
• Issuer Call: Citigroup may redeem at par plus accrued coupon on any monthly date from 16 Jan 2026 to 16 Dec 2027 (24 possible calls) with three business-day notice.
• Issue Price: $1,000; estimated value: ≥$921.50 (8% discount) based on Citi’s models and internal funding rate.
• Liquidity: Not listed; CGMI intends, but is not obliged, to make a secondary market and may suspend quotes at any time.
• Credit: Unsecured senior debt of Citigroup Global Markets Holdings Inc. with full and unconditional guarantee from Citigroup Inc.

Risk/Reward Profile

• High headline yield is contingent; missing a single barrier observation cancels that month’s coupon.
• Downside exposure is concentrated in the worst performer; losses begin if any underlying falls >40% at final valuation.
• Issuer call risk caps upside and may occur when coupons have been attractive to investors.
• Investors face issuer/guarantor credit risk, lack of listing, model-based estimated value below par and potential bid-ask spreads.

Illustrative Outcomes

• If all monthly observations stay ≥70%, investors earn ≈15.40% p.a. and may be called early at par.
• If final worst performer is 50% of initial, maturity payment is $500 and no final coupon.
• If worst performer ends ≥60% but <70%, principal is repaid but the final coupon is forfeited.

Investor Suitability: Complex, high-risk structure appropriate only for investors who (1) can analyze multi-asset correlations, (2) are comfortable with potential loss of principal, (3) seek above-market contingent income, and (4) accept early-call and liquidity risk.

Positive

• High contingent coupon of ≥15.40% annualized, significantly above comparable senior debt yields.
• Dual barriers (70%/60%) provide limited protection against moderate market declines.
• Issuer call at par locks in gains if markets remain stable, reducing tail-risk horizon.
• Full and unconditional Citigroup Inc. guarantee on payments.

Negative

• Potential loss of up to 100% principal if worst performer falls more than 40% at maturity.
• Coupons are not guaranteed; a single barrier breach cancels that month’s income.
• Issuer call risk caps upside, likely invoked when the structure is performing well for investors.
• Estimated value ($≥921.50) below issue price, indicating an 8% embedded cost.
• No exchange listing or liquidity commitment, creating exit-price uncertainty.
• Exposure to three low-correlated underlyings raises probability of at least one substantial decline.

Insights

Structured Products Analyst

TL;DR: High contingent yield offset by worst-of downside and call risk; neutral overall.

The note offers a headline coupon ≥15.4% p.a. if the worst performer remains above 70% each month. Barriers at 70% / 60% are typical for Citi’s yield-enhanced series. The issuer retains a 24-month rolling call option, likely exercised if markets are benign, which limits investors’ ability to earn the full stream of coupons. Estimated value is at least $921.50 (≈92% of issue price), consistent with similar structures. From a pricing standpoint, investors pay roughly an 8% premium to models, compensated only if several coupons are earned. Because the payoff is linked to three divergent underlyings—tech, regional banks and gold miners—correlation is low, increasing the probability that at least one index breaches 60% over 2.5 years. I classify the net impact as neutral: attractive income for tactical investors but meaningful capital risk.

Risk Analyst

TL;DR: Asymmetric loss profile, low liquidity, multi-asset volatility—overall negative for conservative investors.

The structure embeds short put options on three volatile assets with no upside participation, effectively selling deep-out-of-the-money protection in exchange for conditional coupons. Historical drawdowns of KRE and GDX exceed 40% with regularity, and a single breach dictates losses irrespective of the other assets’ performance. Downside is magnified by issuer credit exposure and absence of principal protection. The call feature skews returns further in the issuer’s favor: Citi redeems when conditions are favorable, leaving investors exposed when conditions deteriorate. Add the 8% model premium, unlisted status and potential tax uncertainty, and the risk-adjusted profile screens unfavorable.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 10, 2025

MIRA PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida		001-41765		85-3354547
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1200 Brickell Avenue, Suite 1950 #1183
Miami, Florida 33131
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (786) 432-9792

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

MIRA Reports Clear Reversal of Anxiety-Related Behavior in Animal Model Using SKNY-1, an Oral Drug Candidate for Obesity and Nicotine Addiction Under Definitive Agreement for Acquisition

SKNY-1 was previously shown to achieve up to 30% weight loss, reverse nicotine craving, and preserve muscle mass in animal models—and is designed to avoid the CNS side effects that halted earlier CB1-targeting drugs

On July 10, 2025, MIRA Pharmaceuticals, Inc. (NASDAQ: 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, setting it apart from earlier CB1-targeting drugs that were discontinued due to serious central nervous system (CNS) effects.

The study was conducted using the light-dark preference test in zebrafish—a behavioral model used to assess anxiety-related responses. Zebrafish naturally prefer darker environments, but when anxiety levels are elevated, they avoid light even more strongly. Reduced dark preference (i.e., more time spent in the light) is interpreted as a calming effect.

Four groups were evaluated:

	●	Control Group (No Drug): Fish displayed balanced light-dark behavior.
	●	CP55,940 Group (CB1 Agonist): At high doses, CP55,940 increased time spent in the dark, indicating anxiety-related behavior. At low doses, it produced a calming effect.
	●	Rimonabant Group (CB1 Inverse Agonist): Increased anxiety-like behavior was observed at both high and low doses of CP55,940. The response was greater than that of the CP55,940 group alone, consistent with previously documented psychiatric effects.
	●	SKNY-1 Groups: In animals co-treated with CP55,940, SKNY-1 reversed the anxiety-inducing effects of high-dose CP55,940 and enhanced the calming effects at low doses. In all treatment conditions, SKNY-1 normalized behavior to control or better-than-control levels.

SKNY-1 is under investigation for its differentiated pharmacological profile, which includes biased CB1 antagonism (blocking β-arrestin signaling while preserving G-protein signaling), partial CB2 receptor activation, mild MAO-B inhibition, and no inhibition of MAO-A as confirmed through in vitro screening. This profile is intended to avoid the psychiatric side effects historically observed with first-generation CB1 antagonists such as rimonabant.

MIRA Pharmaceuticals, Inc. is currently preparing for shareholder approval in connection with the proposed acquisition of SKNY Pharmaceuticals, Inc. Pending approval, the Company expects to initiate Investigational New Drug (IND)-enabling studies for SKNY-1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MIRA PHARMACEUTICALS, INC.
Dated: July 10, 2025	By:	/s/ Erez Aminov
	Name:	Erez Aminov
	Title:	Chief Executive Officer

FAQ

What is the coupon rate on Citigroup’s 2028 contingent coupon notes (C)?

The notes pay a monthly coupon of ≥1.2833% of par, equivalent to ≥15.40% per annum, only if the worst performer’s value is ≥70% of its initial level on the related observation date.

How much principal protection do the Citigroup equity-linked securities provide?

At maturity you receive full par only if the worst performer is ≥60% of its initial value; below that, repayment declines one-for-one with the underlying’s loss and can be zero.

When can Citigroup call the securities early?

The issuer may redeem the notes in whole on any monthly payment date from 16 Jan 2026 to 16 Dec 2027, paying $1,000 plus the accrued coupon.

Why is the estimated value ($921.50) lower than the $1,000 issue price?

The gap reflects dealer hedging costs, structuring fees and Citi’s internal funding rate; it represents the model value before distribution expenses and profit.

Are the securities listed or easily tradable?

No. The notes will not be listed on any exchange. CGMI may provide bid quotes at its discretion, but secondary market liquidity is not guaranteed.

What credit exposure do investors have with these Citigroup notes?

All payments depend on the senior unsecured obligations of Citigroup Global Markets Holdings Inc. and the guarantee of Citigroup Inc.; a default could result in loss regardless of underlying performance.