MIRA Pharmaceuticals (NASDAQ: MIRA) adds SKNY pipeline in merger deal

Rhea-AI Filing Summary

MIRA Pharmaceuticals reported that it has completed the acquisition of SKNY Pharmaceuticals, buying 100% of SKNY in a stock-for-stock deal. SKNY shareholders received restricted shares of MIRA common stock based on an exchange ratio derived from independent third-party valuations of both companies. As part of the closing conditions, SKNY contributed $5 million in marketable securities to MIRA, which management says strengthens the company’s balance sheet.

The acquisition broadens MIRA’s pipeline with several programs, including Ketamir-2 for neuropathic pain with additional preclinical activity in depression and PTSD, MIRA-55 for inflammatory pain, cognitive decline and anxiety, and SKNY-1 targeting obesity and smoking cessation. Management describes the transaction as a transformational step in its growth strategy.

MIRA also disclosed that Nasdaq had previously notified it of non-compliance with the $2.5 million stockholders’ equity requirement, but Nasdaq granted an extension to October 6, 2025. Following at-the-market stock sales and the SKNY merger, the company believes it now meets this equity standard, although Nasdaq will continue to monitor compliance and could move toward delisting if future reports do not show continued compliance.

Insights

Biopharma M&A and capital markets analyst

MIRA adds a multi-asset pipeline via SKNY and believes it has restored Nasdaq equity compliance.

The completed purchase of SKNY Pharmaceuticals turns MIRA into what it describes as a multi-program biopharmaceutical developer. The deal is all in restricted MIRA common stock, with the exchange ratio based on independent valuations of both companies. SKNY also contributed $5 million in marketable securities at closing, directly supporting MIRA’s balance sheet rather than requiring cash consideration.

Strategically, the transaction brings three disclosed programs: Ketamir-2, a next-generation ketamine analog in Phase 1 for neuropathic pain with additional preclinical results in depression and PTSD; MIRA-55, an oral THC analog with preclinical inflammatory pain results comparable to morphine plus signals in cognitive decline and anxiety; and SKNY-1, an oral candidate for obesity and smoking cessation with preclinical data showing up to 30% weight loss without muscle loss and reversal of nicotine craving. All data cited are preclinical or early-stage, so future clinical outcomes remain uncertain.

On the listing side, MIRA received an April 2025 Nasdaq notice for failing the $2,500,000 stockholders’ equity requirement and was granted an extension to October 6, 2025. The company now believes that equity raised through at-the-market stock sales, combined with the SKNY merger, has brought it back into compliance. Nasdaq will continue monitoring; if a subsequent periodic report does not show compliance, the company states that it may face delisting, so upcoming financial statements will be important in demonstrating sustained equity levels.

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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

FAQ

What major transaction did MIRA (MIRA) report in this 8-K filing?

MIRA Pharmaceuticals reported that on September 29, 2025 it completed the acquisition of 100% of SKNY Pharmaceuticals, Inc. SKNY shareholders received restricted shares of MIRA common stock based on an exchange ratio derived from independent third-party valuations of both companies.

How does the SKNY acquisition affect MIRA (MIRA)’s drug development pipeline?

The SKNY acquisition expands MIRA’s pipeline with three highlighted programs: Ketamir-2, a next-generation ketamine analog in Phase 1 for neuropathic pain with preclinical activity in depression and PTSD; MIRA-55, an oral THC analog with preclinical inflammatory pain results comparable to morphine and activity in cognitive decline and anxiety; and SKNY-1, an oral candidate for obesity and smoking cessation with preclinical data showing up to 30% weight loss without muscle loss and reversal of nicotine craving.

What financial contribution did SKNY make to MIRA (MIRA) at closing?

As a condition to closing the merger, SKNY contributed $5 million in marketable securities to MIRA Pharmaceuticals. The company states that this contribution further strengthens its balance sheet alongside the strategic pipeline benefits of the transaction.

How were the SKNY acquisition shares issued and under what securities law exemption?

MIRA issued restricted shares of its common stock to SKNY shareholders as consideration for the merger. The shares were issued in a private placement relying on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506 promulgated thereunder.

What Nasdaq listing issue did MIRA (MIRA) face and what is its current status?

On April 8, 2025, Nasdaq notified MIRA that it did not comply with Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity. After MIRA’s May 7, 2025 submission, Nasdaq granted an extension until October 6, 2025 to regain compliance. Following at-the-market stock sales and the SKNY merger, MIRA states that it now believes it has regained compliance, although Nasdaq will continue to monitor and may move toward delisting if a future periodic report does not show ongoing compliance.

Why does MIRA (MIRA) describe the SKNY acquisition as transformational?

MIRA’s management believes the SKNY acquisition is a transformational step in its growth strategy because it both strengthens the company’s financial position through the $5 million securities contribution and broadens its pipeline of differentiated drug candidates. These programs target high-value therapeutic areas such as neuropathic and inflammatory pain, depression, PTSD, cognitive decline, anxiety, obesity, and smoking cessation, which management characterizes as significant unmet medical needs.