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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: September 29, 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)
(786)
432-9792
(Registrant’s
telephone
number,
including area code)
(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
1.01. Entry into a Material Definitive Agreement
On
September 29, 2025, MIRA Pharmaceuticals, Inc. (the “Company”) completed its acquisition of SKNY Pharmaceuticals, Inc. (“SKNY”)
pursuant to the previously announced merger agreement (the “Merger Agreement”). At closing, the Company acquired 100% of
SKNY in exchange for restricted shares of the Company’s common stock, par value $0.0001 per share, issued to the shareholders of
SKNY. The number of shares issued was determined based on an exchange ratio derived from independent third-party valuations of both companies.
As
a condition to closing, SKNY contributed $5 million in marketable securities to the Company, further strengthening the Company’s
balance sheet.
The
acquisition of SKNY expands the Company’s pipeline and positions the Company as a multi-program biopharmaceutical developer with
programs addressing high-value therapeutic areas, including:
| ● | Ketamir-2,
a next-generation ketamine analog currently in Phase 1 clinical development for neuropathic
pain, is supported by encouraging preclinical and early clinical results. Preclinical studies
have also demonstrated activity in depression and PTSD, reinforcing its potential as a differentiated
non-scheduled therapeutic. |
| | | |
| ● | MIRA-55,
an oral THC analog with preclinical results in inflammatory pain comparable to morphine,
as well as activity in cognitive decline and anxiety, designed to provide benefit without
addictive risk or THC side effects. |
| | | |
| ● | SKNY-1,
a differentiated oral therapeutic candidate targeting obesity and smoking cessation, with
preclinical results demonstrating up to 30% weight loss without muscle loss and reversal
of nicotine craving. |
The
Company’s Management believes the acquisition of SKNY represents a transformational step in the Company’s growth strategy,
strengthening its financial position and broadening its pipeline of differentiated drug candidates designed to address significant unmet
medical needs.
Item
2.01. Completion of Acquisition or Disposition of Assets
The
information contained in Item 1.01 above is incorporated herein.
Item 3.02.
Unregistered Sales of Equity Securities.
The
information contained in Item 1.01 above is incorporated herein. The Shares were issued in reliance upon the exemption contained in Section
4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.
8.01
Other Events
On
April 8, 2025, the Company received a written notification from the Listing Qualifications Department (the “Staff”) of The
Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that it did not comply with Listing Rule 5550(b)(1) (the “Rule”),
which requires a minimum $2,500,000 stockholders’ equity. On May 7, 2025, the Company responded to this notification with a submission
(the “Submission”). Based on Nasdaq’s review of the Submission, the Staff determined to grant the Company an extension
until October 6, 2025 to regain compliance with the Rule.
Following
sales of the Company’s stock through multiple at-the-market offering transactions, as well as the closing of the Merger, as of
the date of this report, the Company believes it has regained compliance with the Rule. The Company understands that Nasdaq will continue
to monitor the Company’s ongoing compliance with the Rule and, if at the time of its next periodic report the Company does not
evidence compliance, that it may be subject to delisting.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Exhibit
Description |
| 10.1 |
|
Merger Agreement, dated September 29, 2025, between MIRA Pharmaceuticals, Inc., MIRAPHARM Acquisition, Inc. and SKNY Pharmaceuticals, Inc. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
MIRA
PHARMACUTICALS, INC. |
| |
|
| Dated:
September 30, 2025 |
By: |
/s/
Erez Aminov |
| |
Name:
|
Erez
Aminov |
| |
Title: |
Chief
Executive Officer |
