MIRA Pharmaceuticals (NASDAQ: MIRA) adds $15,241,591 to ATM stock program

Rhea-AI Filing Summary

MIRA Pharmaceuticals, Inc. disclosed that it filed a prospectus supplement to increase the maximum aggregate amount of common stock that may be sold under its at-the-market offering agreement with Rodman & Renshaw LLC by an additional $15,241,591.

The company previously sold $7,034,658 of common stock under this sales agreement using an earlier prospectus supplement. A legal opinion covering the additional common stock issuable under the program is included as an exhibit, supporting the continued use of this at-the-market facility.

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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: December 5, 2025

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 8.01. Other Events.

On December 5, 2025, MIRA Pharmaceuticals, Inc. (the “Company”) filed a prospectus supplement (the “Current Prospectus Supplement”) to increase the maximum aggregate offering amount of the shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issuable under the At The Market Offering Agreement (the “Sales Agreement”) with Rodman & Renshaw LLC, dated August 12, 2024, and amended on September 24, 2024, by an additional aggregate amount of $15,241,591. The Company previously sold $7,034,658 of shares of Common Stock pursuant to the Sales Agreement under a prior prospectus supplement. A copy of the legal opinion as to the legality of the $15,241,591 of shares of Common Stock issuable under the Sales Agreement and covered by the Current Prospectus Supplement is filed as Exhibit 5.1 attached hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
5.01		Opinion of Pearl Cohen Zedek Latzer Baratz LLP
23.1		Consent of Pearl Cohen Zedek Latzer Baratz LLP (included in Exhibit 5.1)
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: December 5, 2025	By:	/s/ Erez Aminov
	Name:	Erez Aminov
	Title:	Chief Executive Officer

FAQ

What did MIRA Pharmaceuticals (MIRA) change about its at-the-market offering?

MIRA Pharmaceuticals filed a prospectus supplement to increase the maximum aggregate amount of common stock that may be sold under its at-the-market offering agreement by an additional $15,241,591.

How much has MIRA Pharmaceuticals (MIRA) already sold under its at-the-market program?

The company previously sold $7,034,658 of common stock under the same at-the-market sales agreement using a prior prospectus supplement.

Who is MIRA Pharmaceuticals’ sales agent for the at-the-market offering?

The at-the-market offering is conducted under a Sales Agreement with Rodman & Renshaw LLC, originally dated August 12, 2024 and amended on September 24, 2024.

What legal opinion was provided in connection with MIRA Pharmaceuticals’ updated ATM capacity?

A legal opinion regarding the legality of the additional $15,241,591 of common stock issuable under the Sales Agreement and covered by the current prospectus supplement is filed as Exhibit 5.1.

Which exhibits are included with this MIRA Pharmaceuticals (MIRA) report?

The report includes Exhibit 5.1 (opinion of Pearl Cohen Zedek Latzer Baratz LLP), Exhibit 23.1 (their consent, included in Exhibit 5.1), and Exhibit 104 (cover page interactive data file).