[Form 4] MIRA PHARMACEUTICALS, INC. Insider Trading Activity

Rhea-AI Filing Summary

MIRA Pharmaceuticals' CEO and director received repriced, fully vested stock options totaling 300,000 shares. The company’s board lowered the exercise price on two existing option grants—from $5.00 and $6.50—to $1.38, while leaving all other terms unchanged. Each repriced grant covers 150,000 options and remains exercisable into common stock with specified expiration dates in 2033. The disclosure shows the holdings are held directly by the reporting person and that the repricing was approved by the board, which materially changes the economic value of the previously issued awards.

Positive

• 300,000 options granted/repriced to $1.38 increases management alignment with potential upside
• Options are fully vested, providing clear, immediate economic recognition to the reporting person
• Board approval documented for the repricing action

Negative

• Exercise prices reduced significantly from $5.00 and $6.50 to $1.38, which materially enhances insider value
• Potential shareholder dilution upon exercise of 300,000 options
• Governance concerns may arise because repricing vested awards increases insider compensation without disclosed shareholder approval

Insights

Financial Analyst

TL;DR: Board-approved repricing materially increases intrinsic value of executive options but does not change share count or expiration terms.

The board reduced exercise prices from $5.00 and $6.50 to $1.38 on two option grants totaling 300,000 options now fully vested and held directly by the CEO/director. This raises the immediate economic value of those awards and strengthens executive upside if the stock appreciates above the new strike. It does not, per the filing, alter expiration dates or other contractual terms beyond price. For investors, the action improves management compensation economics but introduces potential dilution upon exercise.

Corporate Governance Expert

TL;DR: Repricing vested options to a much lower strike can create shareholder governance concerns despite retaining original terms.

Repricing vested awards from $5.00 and $6.50 down to $1.38 significantly increases award value to the reporting person without new grant approvals disclosed. While the filing states all other terms are unchanged, such repricing can attract scrutiny over alignment with shareholder interests and customary anti-dilution or clawback protections. The move is material to governance assessments and may prompt questions about board rationale and shareholder approval practices.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Aminov Erez

(Last) (First) (Middle)

C/O MIRA PHARMACEUTICALS, INC.

1200 BRICKELL AVE. SUITE 1950 #1183

(Street)

MIAMI FL 33131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MIRA PHARMACEUTICALS, INC. [ MIRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	$1.38(1)	09/18/2025		A(2)		150,000(3)		(2)	04/28/2033	Common Stock	150,000(3)	$0	150,000	D
Stock Options (right to buy)	$1.38(1)	09/18/2025		A(4)		150,000(5)		(2)	08/17/2033	Common Stock	150,000(5)	$0	150,000	D

Explanation of Responses:

1. The exercise price of the stock options issued to the Reporting Person is equal to the closing price of the Issuer's common stock on September 15, 2025.

2. The board of directors of the Company approved to reprice the options from its previous exercise price of $5.00 to $1.38. All of the other terms of the option remain unchanged.

3. The options were previously issued to the Reporting Person on April 28, 2023, and are now fully vested.

4. The board of directors of the Company approved to reprice the options from its previous exercise price of $6.50 to $1.38. All of the other terms of the option remain unchanged.

5. The options were previously issued to the Reporting Person on August 17, 2023, and are now fully vested.

	/s/ Erez Aminov	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions were reported for MIRA (MIRA) by the CEO/director?

The reporting person had two option grants repriced to an exercise price of $1.38, totaling 300,000 options (150,000 each) that are fully vested.

How many options are exercisable and what is the total potential common stock underlying them?

A total of 300,000 options are exercisable, convertible into 300,000 shares of common stock if exercised.

Were the terms other than price changed for the repriced options?

No. The filing states all other terms remain unchanged aside from the exercise price adjustment.

Who approved the option repricing for MIRA?

The filing indicates the company’s board of directors approved repricing of the two option grants.

Do the repriced options introduce immediate dilution to existing shareholders?

Dilution only occurs if and when the options are exercised; the repricing increases the likelihood of future exercise but does not itself issue new shares.