SKNY deal and plan expansion win approval at MIRA (NASDAQ: MIRA) meeting

Rhea-AI Filing Summary

MIRA Pharmaceuticals, Inc. reported that shareholders approved several key items at the 2025 Annual Meeting. Stockholders ratified the acquisition of SKNY Pharmaceuticals, Inc., a deal in which SKNY will contribute $5 million in cash or assets at closing. Independent valuation work by Moore Financial Consulting assigned enterprise values of about $30.5 million for SKNY and $30 million for MIRA, supporting a combined enterprise value of more than $60 million.

Shareholders also approved amendments to MIRA’s 2022 Omnibus Incentive Plan, increasing the shares reserved under the plan from 5,000,000 to 8,000,000 and permitting repricing of options and stock appreciation rights. All nominated directors were elected and the auditor, Salberg & Company, P.A., was ratified. A quorum was reached with 10,588,211 shares represented, about 55.52% of the 19,069,315 shares of common stock outstanding as of the record date.

Positive

• Shareholders approved the acquisition of SKNY Pharmaceuticals, with SKNY contributing $5 million in cash or assets and independent analyses indicating a combined enterprise value of more than $60 million for the merged entity.

Negative

• None.

Insights

Equity & M&A Analyst

MIRA gains shareholder backing for SKNY acquisition and expands equity incentive capacity.

The approval of the SKNY Pharmaceuticals transaction is a pivotal step for MIRA Pharmaceuticals. SKNY is expected to contribute $5 million in cash or assets at closing, and independent analyses value SKNY at about $30.5 million and MIRA at $30 million, implying a combined enterprise value above $60 million. This frames the deal as a merger of roughly comparable-sized businesses rather than a small bolt-on.

Stockholders also approved amendments to the 2022 Omnibus Incentive Plan, lifting the share reserve from 5,000,000 to 8,000,000 and allowing repricing of options and stock appreciation rights. That gives the company more flexibility to use equity-based compensation and adjust awards if prior grants are out of the money, which can matter for retaining management and employees.

The meeting achieved a quorum with 10,588,211 shares present, about 55.52% of the 19,069,315 shares outstanding as of the July 21, 2025 record date, and all five director nominees as well as the auditor ratification passed. The company notes that it expects the SKNY transaction to close shortly, subject to customary closing conditions, so subsequent updates will likely come through future periodic disclosures once the deal is completed and integration progresses.

false 0001904286 0001904286 2025-09-11 2025-09-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 11, 2025, at the Annual Meeting of the Shareholders of MIRA Pharmaceuticals, Inc. (the “Company”), the Company’s shareholders approved Company’s 2022 Omnibus Incentive Plan (the “Plan”) to (1) increase the number of shares reserved under the Plan from 5,000,000 to 8,000,000, and (2) to allow for the repricing of options or stock appreciation rights (“SARs”), including reducing the exercise or grant price of an outstanding options or SAR, as determined by the Administrator of the Plan. Additional details about the Plan are set forth in the Company’s definitive proxy statement filed on August 8, 2025. The form of amended Plan is included as an exhibit in this report on Form 8-K.

Item 5.07. Submission of a Matter to a Vote of Security Holders.

On September 11, 2025, MIRA Pharmaceuticals, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The record date for stockholders entitled to notice of the Annual Meeting was July 21, 2025 (the “Record Date”). As of the Record Date, there were 19,069,315 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, 10,588,211.00 shares of Common Stock were represented and voted by proxy, constituting a quorum for the Annual Meeting. The 10,588,211 votes represented equaled approximately 55.52% of the outstanding possible votes.

At the Annual Meeting, five 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 August 8, 2025. Each proposal was approved by the Company’s stockholders, including the proposal to approve the acquisition of SKNY Pharmaceuticals, Inc. (“SKNY”).

The approval of the SKNY transaction represents a significant milestone for the Company. At closing, SKNY will contribute $5 million in cash or assets to MIRA. Independent valuation analyses conducted by Moore Financial Consulting assigned enterprise values of approximately $30.5 million for SKNY (based on a risk-adjusted net present value of SKNY-1) and $30 million for MIRA, supporting a combined enterprise value of more than $60 million for the merged entity. The Company expects the transaction to close shortly, subject to customary closing conditions.

The final voting results were as follows: 

Proposal 1

The Company’s stockholders approved the issuance of shares of MIRA Common Stock or other securities of MIRA pursuant to the Merger as defined below, which will represent (or are convertible into) more than 20% of the shares of MIRA Common Stock outstanding immediately prior to the Merger, pursuant to Nasdaq Listing Rule 5635(a), based on the voting results set forth below.

Votes For		Votes Against		Votes Abstained		Broker Non-votes
5,8880,869		54,916		44,599		4,607,827

Proposal 2

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 his respective successor has been duly elected and qualified, based upon the voting results set forth below.

Nominee		Votes For		Votes Abstained		Broker Non-votes
Erez Aminov		5,862,816		117,568		4,607,827
Matthew Whalen		5,913,451		66,933		4,607,827
Matthew Del Giudice, M.D.		5,895,602		84,782		4,607,827
Denil Nanji Shekhat, M.D.		5,941,065		39,319		4,607,827
Edward MacPherson		5,913,434		66,950		4,607,827

Proposal 3

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, 2025, based upon the voting results set forth below.

Votes For		Votes Against		Votes Abstained		Broker Non-votes
10,488,635		22,121		77,454		-

Proposal 4

The Company’s stockholders approved amendments to the 2022 Omnibus Incentive Plan, based upon the voting results set forth below:

Votes For		Votes Against		Votes Abstained		Broker Non-votes
5,292,099		573,124		115,162		4,607,826

Proposal 5

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/or 4 was withdrawn because the Company’s stockholders approved and adopted the Proposal 1 and 4, as noted above, based on the voting results set forth below.

Votes For		Votes Against		Votes Abstained		Broker Non-votes
6,037,027		302,474		165,895		4,082,815

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		MIRA Pharmaceuticals, Inc. 2022 Omnibus Incentive Plan (incorporated herein by reference to Appendix F of the Company’s Definitive Proxy Statement on Schedule 14A filed on August 8, 2025).
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 11, 2025	By:	/s/ Erez Aminov
	Name:	Erez Aminov
	Title:	Chief Executive Officer

FAQ

What major transaction did MIRA (MIRA) shareholders approve at the 2025 Annual Meeting?

Shareholders approved the acquisition of SKNY Pharmaceuticals, Inc., a deal in which SKNY will contribute $5 million in cash or assets to MIRA at closing, with independent analysis supporting a combined enterprise value of more than $60 million for the merged company.

How were MIRA and SKNY valued in the approved transaction?

Independent valuation analyses by Moore Financial Consulting assigned enterprise values of approximately $30.5 million for SKNY, based on a risk-adjusted net present value of SKNY-1, and $30 million for MIRA, implying a combined value above $60 million.

What changes were made to MIRA’s 2022 Omnibus Incentive Plan?

Stockholders approved amendments to the 2022 Omnibus Incentive Plan to increase the number of shares reserved under the plan from 5,000,000 to 8,000,000 and to allow the repricing of options or stock appreciation rights, including reducing the exercise or grant price as determined by the plan administrator.

Did MIRA (MIRA) achieve a quorum at the 2025 Annual Meeting?

Yes. A quorum was reached with 10,588,211 shares of common stock represented and voted by proxy, which equaled approximately 55.52% of the 19,069,315 shares of common stock outstanding as of the July 21, 2025 record date.

Were all director nominees elected at MIRA’s 2025 Annual Meeting?

Yes. Stockholders elected Erez Aminov, Matthew Whalen, Matthew Del Giudice, M.D., Denil Nanji Shekhat, M.D., and Edward MacPherson as directors to serve until the next Annual Meeting or until their successors are duly elected and qualified.

Which auditor did MIRA shareholders ratify for the fiscal year ending December 31, 2025?

Shareholders approved the ratification of Salberg & Company, P.A. as MIRA’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 10,488,635 votes for, 22,121 against, and 77,454 abstaining.

What happened to the proposal to adjourn MIRA’s 2025 Annual Meeting if needed?

The adjournment proposal was withdrawn because shareholders had already approved and adopted Proposal 1 (relating to the SKNY merger share issuance) and Proposal 4 (amendments to the 2022 Omnibus Incentive Plan).