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2026-09-11
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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 11, 2026
MIRA
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in its Charter)
| Florida |
|
001-41765 |
|
85-3354547 |
| (State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
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
5.07. Submission of a Matter to a Vote of Security Holders.
On
September 11, 2026, MIRA Pharmaceuticals, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual
Meeting”). The record date for stockholders entitled to notice of the Annual Meeting was July 21, 2026 (the “Record Date”).
As of the Record Date, there were 42,022,087 shares of common stock, par value $0.0001 per share (“Common Stock”) of the
Company outstanding. Each share of Common Stock represents one vote that could be voted on each matter that came before the Annual Meeting.
At
the Annual Meeting, 26,499,076 shares of Common Stock were present or represented by proxy, constituting a quorum for the Annual Meeting.
The 26,499,076 votes represented equaled approximately 63.06% of the outstanding shares entitled to vote.
At
the Annual Meeting, three proposals were submitted to the Company’s stockholders. The proposals are described in more detail in
the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 28, 2026. Each proposal
was approved by the Company’s stockholders.
The
final voting results were as follows:
Proposal
1
The
Company’s stockholders elected Erez Aminov, Matthew Whalen, Matthew Del Giudice, M.D., Denil Nanji Shekhat M.D., and Edward MacPherson,
as directors of the Company to serve until the next Annual Meeting of Stockholders, or until their respective successors have been duly
elected and qualified, based upon the voting results set forth below.
| Nominee | |
Votes For | |
Votes Withheld | |
Broker Non-votes |
| Erez Aminov | |
20,559,502 | |
226,540 | |
5,713,034 |
| Matthew Pratt Whalen | |
20,560,180 | |
225,862 | |
5,713,034 |
| Matthew Del Giudice, M.D. | |
20,558,412 | |
227,630 | |
5,713,034 |
| Denil Nanji Shekhat, M.D. | |
20,138,206 | |
647,83 | |
5,713,034 |
| Edward MacPherson | |
20,435,527 | |
350,515 | |
5,713,034 |
Proposal
2
The
Company’s stockholders approved the ratification of the appointment of Salberg & Company, P.A. as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2026, based upon the voting results set forth below.
| Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
Broker
Non-votes |
| 25,950,852 |
|
158,064 |
|
390,160 |
|
- |
Proposal
3
The
Company’s stockholders approved a proposal to approve an adjournment of the Annual Meeting, if necessary, to solicit additional
proxies if there are not sufficient votes in favor of Proposals 1 and 2.
| Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
Broker
Non-votes |
| 24,897,741 |
|
1,205,307 |
|
396,028 |
|
- |
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 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 PHARMACEUTICALS, INC. |
| |
|
|
| Dated: September 16, 2026 |
By: |
/s/ Erez Aminov |
| |
Name: |
Erez Aminov |
| |
Title: |
Chief Executive Officer |