[8-K] MIRA PHARMACEUTICALS, INC. Reports Material Event

Rhea-AI Filing Summary

MIRA Pharmaceuticals raised capital through its at-the-market facility by selling 1,751,000 shares of common stock in block trades to multiple institutional investors at an average price of $2.19 per share. The company reported gross proceeds of approximately $3,835,485 before fees and expenses.

The transaction, executed via Rodman & Renshaw on the StockBlock platform, was completed at a 66% premium to the prior day’s close and did not include any warrants. This was an issuance of new shares, providing cash to the company through its ATM program.

Insights

Capital markets analyst

Primary ATM sale raises cash at $2.19 without warrants.

MIRA executed block sales under its ATM, issuing 1,751,000 shares at an average of $2.19 for gross proceeds of about $3,835,485. The filing states a 66% premium to the prior day’s close, indicating pricing above the immediately preceding market level for these trades.

The sale adds cash to the balance sheet and introduces share count expansion. No warrants were included, so there is no additional potential overhang from warrant exercises tied to this transaction.

Future dilution impact depends on the existing share base, which isn’t provided in the excerpt. Subsequent filings may provide updated outstanding share counts reflecting this issuance.

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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): October 16, 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

On October 16, 2025, MIRA Pharmaceuticals, Inc. (the “Company”), sold a total of 1,751,000 shares of its common stock, par value $0.001, in block sales to multiple institutional investors, at an average price of $2.19 share (a 66% premium to the prior days close), through its at-the-market equity offering facility (the “Offering”). Gross proceeds from the Offering totaled approximately $3,835,485 prior to deducting fees and expenses. The trades for the Offering were facilitated through Rodman & Renshaw, via the StockBlock platform. The Offering did not include any warrants.

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: October 16, 2025	By:	/s/ Erez Aminov
	Name:	Erez Aminov
	Title:	Chief Executive Officer

FAQ

What did MIRA (MIRA) announce in this update?

MIRA sold 1,751,000 shares of common stock via its at-the-market offering, generating approximately $3,835,485 in gross proceeds.

At what price did MIRA sell the new shares?

The shares were sold at an average price of $2.19 per share.

How was the pricing relative to the prior day’s close for MIRA?

The sales were executed at a 66% premium to the prior day’s closing price.

Did the MIRA transaction include any warrants?

No. The company stated the offering did not include any warrants.

Who facilitated the block trades for MIRA’s ATM sale?

The trades were facilitated through Rodman & Renshaw via the StockBlock platform.

Who bought MIRA’s newly issued shares?

The filing states the shares were sold to multiple institutional investors.