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0001904286
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2025-09-11
2025-09-11
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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, 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 |
