Mira Pharma SEC Filings

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.

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.

Erez Aminov, Chief Executive Officer and Director of MIRA Pharmaceuticals, Inc. (MIRA), reported on Form 4 that 62,500 restricted stock units (RSUs) vested and were issued to him on 08/29/2025 at a reported price of $1.37 per share. The RSUs were granted under the company's 2022 Omnibus Incentive Plan and vesting followed achievement of specified milestones under the Reporting Person's Executive Incentive Compensation Plan.

Following the issuance, Aminov beneficially owned 844,700 shares according to the filing. The Form 4 was signed on 09/03/2025.

MIRA Pharmaceuticals reports progress in testing its oral Ketamir-2 drug. The company has completed the Single Ascending Dose portion of its Phase 1 trial in healthy adults at the Hadassah Clinical Research Center in Israel. Thirty-two participants received single doses from 50 mg to 600 mg, with dosing overseen by an independent Safety Steering Committee.

Based on blinded safety data from this stage, no severe or clinically significant adverse effects were seen at any dose. MIRA is now moving to the Multiple Ascending Dose stage, testing daily oral doses of 150 mg, 300 mg, and 600 mg for five days in up to 24 participants to assess safety, tolerability, and pharmacokinetics. With prior FDA clearance of its IND for neuropathic pain, the company expects to start a U.S. Phase 2a trial in Q4 2025, subject to ongoing results and regulatory review.

MIRA Pharmaceuticals, Inc. reported continued pre-revenue operations with material financing and compensation activity. For the six months ended June 30, 2025 the company used approximately $2.4 million of cash in operations and recorded a net loss of approximately $3.3 million. At June 30, 2025 the company reported stockholders' equity of approximately $0.6 million and had 19,069,315 (or similar reported) shares outstanding.

The filing discloses recent equity financings including an at-the-market offering that generated gross proceeds of approximately $2.0 million, separate block sales and other share issuances producing net proceeds around $0.3 million and $151,023. Management highlights a $5.0 million capital infusion referenced as strengthening the balance sheet. Significant equity-based compensation was granted in 2025, including options and 500,000 RSUs, and approximately $1.4 million of stock compensation expense was recorded year-to-date. The company notes cash in excess of FDIC limits of about $0.5 million and discloses related-party license and warrant arrangements.

MIRA Pharmaceuticals announced on August 12, 2025 that a manuscript describing its lead candidate, Ketamir-2, was accepted for publication in Frontiers in Pharmacology. The paper reports that Ketamir-2 outperformed ketamine, pregabalin, or gabapentin in two validated preclinical models of neuropathic pain, restoring sensory function and reversing pain behaviors across genders and species. The company cites epidemiology that 7–10% of the population experiences neuropathic pain, equal to 36–51 million people in North America, and cites market estimates of $7.97 billion globally in 2024 growing to $16.79 billion by 2034.

MIRA states these findings support its plan to submit a Phase 2a clinical trial protocol to the FDA in Q4 2025 as a follow-up to its active IND, with the goal of initiating a neuropathic pain study by year-end. The company is also evaluating Ketamir-2 for other CNS indications including depression, anxiety, PTSD, and a topical formulation for localized pain.

MIRA Pharmaceuticals (MIRA) is asking shareholders to approve a merger with SKNY Pharmaceuticals at a virtual annual meeting on September 11, 2025. The transaction would exchange SKNY shares for MIRA common stock under an Exchange Ratio that is currently 1:1 based on valuations of SKNY at $30.5 million and MIRA at $30 million, and is structured so SKNY holders will own no more than 50% of the combined company. Approval requires a shareholder vote because the issuance will represent (or be convertible into) more than 20% of MIRA shares outstanding immediately prior to the Merger.

The proxy discloses key facts: 19,069,315 MIRA shares were outstanding as of the record date; SKNY must hold at least $5 million in cash or marketable securities at closing; Moore Financial Consulting provided valuation and a fairness opinion; and the DEA has determined Ketamir-2 and MIRA-55 will not be controlled substances. The Board unanimously recommends voting FOR all proposals but identifies material risks including SKNY’s limited operating history, lack of revenues, additional funding needs, license and royalty obligations, and director/shareholder conflicts of interest.