MIRA / MIRA Pharmaceuticals, Inc. - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

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 (Date of earliest event reported): August 19, 2025 MIRA PHARMACEUTIC

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 (Date of earliest event reported): August 19, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41765 MIRA Pharmaceu

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 (Date of earliest event reported): August 12, 2025 MIRA PHARMACEUTIC

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 (Date of earliest event reported): August 12, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

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 (Date of earliest event reported): July 29, 2025 MIRA PHARMACEUTICAL

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 (Date of earliest event reported): July 29, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commission

Calculation of Fee Tables Schedule 14A (Form Type) MIRA Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 Calculation of Fee Tables Schedule 14A (Form Type) MIRA Pharmaceuticals, Inc.

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 (Date of earliest event reported): July 28, 2025 MIRA PHARMACEUTICAL

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 (Date of earliest event reported): July 28, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commission

Other Events

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 (Date of earliest event reported): July 10, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commission

Other Events

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: July 3, 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) Identif

Other Events

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 (Date of earliest event reported): July 2, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commission

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 (Date of earliest event reported): June 30, 2025 MIRA PHARMACEUTICAL

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 (Date of earliest event reported): June 30, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commission

Other Events

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 (Date of earliest event reported): June 24, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commission

Calculation of Fee Tables Schedule 14A (Form Type) MIRA Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 Calculation of Fee Tables Schedule 14A (Form Type) MIRA Pharmaceuticals, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Other Events

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 (Date of earliest event reported): June 17, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commission

Other Events

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 (Date of earliest event reported): May 28, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commission

Employment Agreement, dated May 15, 2025, between MIRA Pharmaceuticals, Inc. and Alan Weichselbaum.

Exhibit 10.1 May 15, 2025 Re: Employment Letter Agreement Dear Mr. Weichselbaum: MIRA Pharmaceuticals, Inc. (the “Company”) is pleased to offer you employment on the following terms. Subject to any pre-employment requirements, your employment will commence on May 19, 2025 (the “Start Date”) or such other date as you and the Company may agree. 1. Position and Responsibilities. Your title will be Ch

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 (Date of earliest event reported): May 15, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41765 MIRA Pharmace

Amendment to Employment Agreement, dated May 13, 2025, between MIRA Pharmaceuticals and Erez Aminov

Exhibit 10.1

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 (Date of earliest event reported): May 8, 2025 MIRA PHARMACEUTICALS,

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 (Date of earliest event reported): May 8, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commission F

Other Events

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 (Date of earliest event reported): May 6, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commission F

Other Events

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 (Date of earliest event reported): April 23, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 2 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-31361 MIRA Pharma

Other Events

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 (Date of earliest event reported): April 16, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commissio

Up to $7,034,658 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-281467 PROSPECTUS SUPPLEMENT (To Prospectus Supplement dated September 26, 2024 to Prospectus dated August 16, 2024) Up to $7,034,658 Common Stock This prospectus supplement (the “Prospectus Supplement”) amends and supplements the information in the prospectus dated August 16, 2024, filed as a part of our registration statement on Form S-3 (Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No.1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-31361 MIRA Pharmac

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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: April 8, 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) Identi

Other Events

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 (Date of earliest event reported): April 1, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commission

Description of Securities of the Registrant

Exhibit 4.4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-31361 MIRA Pharmaceuticals, Inc. (E

Binding Letter of Intent by and between MIRA Pharmaceuticals, Inc., and SKNY Pharmaceuticals, Inc. dated March 19, 2025.

Exhibit 10.1 BINDING LETTER OF INTENT This Binding Letter of Intent (the “LOI”) constitutes a commitment by the parties hereto to negotiate in good faith and to enter into one or more definitive agreements as set forth herein. The terms and conditions of the potential transaction described below are not limited to those set forth herein. Matters that are not covered by the provisions hereof are su

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 (Date of earliest event reported): March 19, 2025 MIRA PHARMACEUTICA

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 (Date of earliest event reported): March 19, 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

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 (Date of earliest event reported): March 13, 2025 MIRA PHARMACEUTICA

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 (Date of earliest event reported): March 13, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commissio

Other Events

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 (Date of earliest event reported): March 4, 2025 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commission

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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 (Date of earliest event reported): December 16, 2024 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commis

Letter from Cherry Bekaert LLP dated December 20, 2024

Exhibit 16.1 December 20, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated December 20, 2024 of Mira Pharmaceuticals, Inc. and are in agreement with the statements contained therein as it regards our firm. We have no basis to agree or disagree with any other statements of the registrant contained in Item

Other Events

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 (Date of earliest event reported): December 19, 2024 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commis

Other Events

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 (Date of earliest event reported): December 10, 2024 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 (Date of earliest event reported): November 18, 2024 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commis

Other Events

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 (Date of earliest event reported): November 19, 2024 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41765 MIRA Phar

Other Events

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 (Date of earliest event reported): October 25, 2024 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commiss

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 (Date of earliest event reported): October 21, 2024 MIRA PHARMACEUTI

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 (Date of earliest event reported): October 21, 2024 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commiss

Up to $75,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-281467 PROSPECTUS SUPPLEMENT (To Prospectus dated August 12, 2024) Up to $75,000,000 Common Stock This prospectus supplement (the “Prospectus Supplement”) amends and supplements the information in the prospectus, dated August 12, 2024, filed as a part of our registration statement on Form S-3 (File No. 333-281467) (the “Registration Statement”)

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) MIRA Pharmaceuticals, Inc.

As filed with the Securities and Exchange Commission on September 27, 2024

As filed with the Securities and Exchange Commission on September 27, 2024 Registration No.

Current Report

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 (Date of earliest event reported): September 12, 2024 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commi

Other Events

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 10, 2024 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) I

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 (Date of earliest event reported): August 23, 2024 (August 20, 2024)

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 (Date of earliest event reported): August 23, 2024 (August 20, 2024) MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction (Commissi

Amendment to Employment Agreement, dated May 28, 2024, between MIRA Pharmaceuticals and Erez Aminov

Exhibit 10.10

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-

MIRA Pharmaceuticals, Inc. 1200 Brickell Avenue, Suite 1950 #1183, Miami, Florida 33131

MIRA Pharmaceuticals, Inc. 1200 Brickell Avenue, Suite 1950 #1183, Miami, Florida 33131 August 15, 2024 VIA EDGAR U.S. Securities & Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: MIRA Pharmaceuticals, Inc. Registration Statement on Form S-3 File No. 333-281467 Ladies and Gentlemen: In accordance with Rule 461 of the Securit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41765 MIRA Pharmaceu

Amendment to Employment Agreement, dated May 28, 2024, between MIRA Pharmaceuticals and Erez Aminov (incorporated by reference to Exhibit 10.10 of the Company’s Form 10-Q filed on August 13, 2024).

Exhibit 10.10

As filed with the Securities and Exchange Commission on August 12, 2024

As filed with the Securities and Exchange Commission on August 12, 2024 Registration No.

Filing Fee Table.**

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) MIRA Pharmaceuticals, Inc.

At The Market Agreement, dated August 12, 2024, by and between MIRA Pharmaceuticals, Inc. and Rodman & Renshaw LLC (incorporated by reference to Exhibit 1.2 of the Company’s Form S-3 filed on August 12, 2024).

Exhibit 1.2 AT THE MARKET OFFERING AGREEMENT August 12, 2024 Rodman & Renshaw LLC 600 Lexington Avenue, 32nd Floor New York, NY 10022 Ladies and Gentlemen: MIRA Pharmaceuticals, Inc., a corporation organized under the laws of Florida (the “Company”), confirms its agreement (this “Agreement”) with Rodman & Renshaw LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in t

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 (Date of earliest event reported): August 9, 2024 MIRA PHARMACEUTICA

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 (Date of earliest event reported): August 9, 2024 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

Other Events

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 (Date of earliest event reported): August 7, 2024 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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 (Date of earliest event reported): July 24, 2024 MIRA PHARMACEUTICAL

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 (Date of earliest event reported): July 24, 2024 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commission

Other Events

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 (Date of earliest event reported): July 19, 2024 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commission

Other Events, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 (Date of earliest event reported): July 12, 2024 (July 8, 2024) MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporati

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Shareholder Director Nominations, Financial Statements and Exhibits

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 (Date of earliest event reported): June 28, 2024 (June 24, 2024) MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporat

Amended and Restated Employment Agreement, dated June 2, 2024, by and between MIRA Pharmaceuticals, Inc. and Michelle Yanez (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed June 28, 2024).

Exhibit 10.1 AMENDED & RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of June 26, 2024 (the “Effective Date”), by and between MIRA Pharmaceuticals, Inc. (the “Company”) and Michelle Yanez (“Employee”). WHEREAS, the Company and the Employee entered into that certain Employment Agreement dated as of April 28, 2023 (the “Pre

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 (Date of earliest event reported): May 29, 2024 (May 28, 2024) MIRA

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 (Date of earliest event reported): May 29, 2024 (May 28, 2024) MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41765 MIRA Pharmace

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-31361 MIRA Pharmaceuticals, Inc. (E

Description of Securities of the Registrant

Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK The following is a summary of information concerning capital stock of MIRA Pharmaceuticals, Inc. (“us,” “our,” “we” or the “Company”) and certain provisions of our certificate of incorporation, as amended and restated, and amended and restated bylaws currently in effect. This summary does not purport to be complete and is qualified in its entirety by the pr

Policy Relating to Recovery of Erroneously Awarded Compensation

Exhibit 97.1

Amendment to Employment Agreement, dated October 13, 2023, between MIRA Pharmaceuticals and Dr. Chris Chapman.

Exhibit 10.12

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 (Date of earliest event reported): March 13, 2024 (March 7, 2024) MI

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 (Date of earliest event reported): March 13, 2024 (March 7, 2024) MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorpora

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 (Date of earliest event reported): March 7, 2024 MIRA PHARMACEUTICAL

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 (Date of earliest event reported): March 7, 2024 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commission

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 (Date of earliest event reported): January 15, 2024 MIRA PHARMACEUTI

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 (Date of earliest event reported): January 15, 2024 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commiss

MIRA / MIRA Pharmaceuticals, Inc. / Bay Shore Trust Activist Investment

SC 13D/A 1 mcnultybayshore13da122723.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 3) Under the Securities Exchange Act of 1934 MIRA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, 0.0001 par value (Title of Class of Securities) 60458C104 (CUSIP Number) Brian McNulty Bay Shore Trust 855 N Wolfe Street, Suite 601 Baltimore, Maryland 2

MIRA PHARMACEUTICALS, Inc. 855 N Wolfe Street, Suite 601 Baltimore, Maryland 21205 December 22, 2023

MIRA PHARMACEUTICALS, Inc. 855 N Wolfe Street, Suite 601 Baltimore, Maryland 21205 December 22, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Alan Campbell Re: MIRA Pharmaceuticals, Inc. Registration Statement on Form S-1 Filed December 18, 2023 File No. 333-276118 Ladies and Gentlemen:

As filed with the Securities and Exchange Commission on December 18, 2023

As filed with the Securities and Exchange Commission on December 18, 2023 Registration No.

Amendment to Employment Agreement, dated October 13, 2023, between MIRA Pharmaceuticals and Dr. Chris Chapman.

Exhibit 10.12

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) MIRA Pharmaceuticals, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 (Date of earliest event reported): December 1, 2023 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commiss

Promissory Note and Loan Agreement, by and between the Company and MIRALOGX, dated as of November 15, 2023 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed November 20, 2023).

Exhibit 10.3 FLORIDA DOCUMENTARY STAMP TAX IN THE AMOUNT $2,450.00 HAS BEEN PAID OR WILL BE PAID DIRECTLY TO THE FLORIDA DEPARTMENT OF REVENUE. PROMISSORY NOTE AND LOAN AGREEMENT Tampa, FL $3,000,000 November 15, 2023 FOR VALUE RECEIVED AND IN CONSIDERATION OF THE LOAN, MIRA Pharmaceuticals, Inc., a Florida corporation (the “Borrower”), hereby promises to pay to the order of Miralogx LLC, a Florid

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 (Date of earliest event reported): November 14, 2023 MIRA PHARMACEUT

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 (Date of earliest event reported): November 14, 2023 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commis

MIRA / Mira Pharmaceuticals Inc / Bay Shore Trust Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2) Under the Securities Exchange Act of 1934 MIRA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, 0.0001 par value (Title of Class of Securities) 60458C104 (CUSIP Number) Brian McNulty Bay Shore Trust 855 N Wolfe Street, Suite 601 Baltimore, Maryland 21205 (813) 369-5150 (Name, Address and Te

MIRA Pharmaceuticals Announces Exclusive Licensing Agreement for Oral Ketamine Analog, Ketamir-2 – New Chemical Entity Aims to Provide New Treatments for Refractory Depression and Depression with Suicidal Thoughts – – Ketamir-2 Is Being Developed As

Exhibit 99.1 MIRA Pharmaceuticals Announces Exclusive Licensing Agreement for Oral Ketamine Analog, Ketamir-2 – New Chemical Entity Aims to Provide New Treatments for Refractory Depression and Depression with Suicidal Thoughts – – Ketamir-2 Is Being Developed As a Take Home Alternative to The Revolutionary Drug Spravato, Which Must be Dosed Under Medical Observation – Baltimore, MD – November 20,

Common Stock Purchase Warrant from the Company to MIRALOGX, dated November 15, 2023 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed November 20, 2023).

Exhibit 10.2 THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SE

Exclusive License Agreement, by and between the Company and MIRALOGX, dated as of November 30, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 20, 2023).

Exhibit 10.1 EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of November 15, 2023 (the “Effective Date”), by and between MIRALOGX LLC, a Florida limited liability company located at 900 West Platt St., Suite 200, Tampa, FL 33606 (“Licensor”), and MIRA PHARMACEUTICALS, INC., a Florida corporation having its principal place of business at 855 N. Wol

MIRA Pharmaceuticals, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273024 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus dated August 2, 2023) MIRA Pharmaceuticals, Inc. This prospectus supplement (the “Prospectus Supplement”) updates, amends, and supplements the prospectus dated August 2, 2023 (the “Prospectus”), which forms a part of the Registration Statement on Form S-1, as amended (Registration No. 333-273024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41765 MIRA Phar

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 (Date of earliest event reported): October 19, 2023 MIRA PHARMACEUTI

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 (Date of earliest event reported): October 19, 2023 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commiss

MIRA / Mira Pharmaceuticals Inc / Bay Shore Trust Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 MIRA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, 0.0001 par value (Title of Class of Securities) 60458C104 (CUSIP Number) Brian McNulty Bay Shore Trust 900 West Platt Street, Suite 200 Tampa, Florida 33606 (813) 369-5150 (Name, Address and Teleph

MIRA Pharmaceuticals, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273024 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated August 2, 2023) MIRA Pharmaceuticals, Inc. This prospectus supplement (the “Prospectus Supplement”) updates, amends, and supplements the prospectus dated August 2, 2023 (the “Prospectus”), which forms a part of the Registration Statement on Form S-1, as amended (Registration No. 333-273024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41765 MIRA Pharmaceu

Amendment to Employment Agreement, dated August 28, 2023, between MIRA Pharmaceuticals and Dr. Chris Chapman (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on August 31, 2023).

Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement, dated August 28, 2023 (this “Amendment), amends that certain Employment Agreement, dated April 28, 2023 (the “Agreement”), between Chris Chapman (“Employee”) and MIRA Pharmaceuticals, Inc. (the “Company”). The Employee and Company may hereinafter be referred to individually as a “Party” and collectively as the “

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 (Date of earliest event reported): August 28, 2023 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commissi

Amendment to Employment Agreement, August 28, 2023, between MIRA Pharmaceuticals, Inc. and Erez Aminov (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed August 31, 2023).

Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement, dated August 28, 2023 (this “Amendment), amends that certain Employment Agreement, dated April 28, 2023, (the “Agreement”), between Erez Aminov (“Employee”) and MIRA Pharmaceuticals, Inc. (the “Company”). The Employee and Company may hereinafter be referred to individually as a “Party” and collectively as (the “

MIRA / Mira Pharmaceuticals Inc / Bay Shore Trust Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MIRA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, 0.0001 par value (Title of Class of Securities) 60458C104 (CUSIP Number) George Cappy Bay Shore Trust 900 West Platt Street, Suite 200 Tampa, Florida 33606 (813) 369-5150 (Name, Address and Telephone Number of Perso

MIRA Pharmaceuticals, Inc. Announces Closing of $8.9 Million Initial Public Offering

Exhibit 99.2 MIRA Pharmaceuticals, Inc. Announces Closing of $8.9 Million Initial Public Offering Baltimore, MD– August 7, 2023 – MIRA Pharmaceuticals, Inc. (NASDAQ: MIRA) (“MIRA” or the “Company”), a pre-clinical-stage pharmaceutical company focused on the development and commercialization of a novel synthetic THC analog, today announced the closing of its initial public offering of 1,275,000 sha

Underwriting Agreement, dated as of August 2, 2023, by and among the Company, Kingswood Investments, division of Kingswood Capital Partners, LLC and the other underwriters named therein.

Exhibit 1.1 UNDERWRITING AGREEMENT between MIRA PHARMACEUTICALS, INC. and KINGSWOOD INVESTMENTS, division of Kingswood Capital Partners, LLC, as Representative of the Several Underwriters UNDERWRITING AGREEMENT between MIRA PHARMACEUTICALS, INC. and KINGSWOOD INVESTMENTS, division of Kingswood Capital Partners, LLC, as Representative of the Several Underwriters New York, New York August 2, 2023 Ki

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

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 (Date of earliest event reported): August 2, 2023 MIRA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 001-41765 85-3354547 (State or Other Jurisdiction of Incorporation) (Commissio

Representative’s Warrant, dated August 7, 2023 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed August 7, 2023).

Exhibit 4.1 Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS

MIRA Pharmaceuticals, Inc. Announces Pricing of $8.9 Million Initial Public Offering and Nasdaq Listing

Exhibit 99.1 MIRA Pharmaceuticals, Inc. Announces Pricing of $8.9 Million Initial Public Offering and Nasdaq Listing Baltimore, MD– August 2, 2023 – MIRA Pharmaceuticals, Inc. (NASDAQ: MIRA) (“MIRA” or the “Company”), a pre-clinical-stage pharmaceutical company focused on the development and commercialization of a new synthetic THC analog, today announced the pricing of its initial public offering

1,275,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(1) Registration No. 333-273024 PROSPECTUS 1,275,000 Shares of Common Stock This is the initial public offering of 1,275,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price is $7.00 per share. Our common stock has been approved for listing on the Nasdaq Capital Market under the

1,560,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(4) Registration No. 333-273024 PROSPECTUS 1,560,000 Shares of Common Stock This prospectus relates to 1,560,000 shares of common stock of MIRA Pharmaceuticals, Inc. that may be sold from time to time by the selling stockholders named in this prospectus. The selling stockholders may sell shares from time to time in the open market, through privately negotiated transact

MIRA PHARMACEUTICALS, Inc. 900 West Platt Street, Suite 200 Tampa, Florida 33606 July 31, 2023

MIRA PHARMACEUTICALS, Inc. 900 West Platt Street, Suite 200 Tampa, Florida 33606 July 31, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Sasha Parikh, Kevin Vaughn, Jimmy McNamara, and Jason Drory Re: MIRA Pharmaceuticals, Inc. Registration Statement on Form S-1 Filed June 29, 2023 File

Kingswood Investments, division of Kingswood Capital Partners, LLC 1111 Brickell Avenue, Suite 1820 Miami, Florida 33131

Kingswood Investments, division of Kingswood Capital Partners, LLC 1111 Brickell Avenue, Suite 1820 Miami, Florida 33131 July 31, 2023 VIA EDGAR U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MIRA PHARMACEUTICALS, INC. (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MIRA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Florida 85-3354547 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 855 N Wolfe Street

As filed with the Securities and Exchange Commission on July 28, 2023

As filed with the Securities and Exchange Commission on July 28, 2023 Registration No.

As filed with the Securities and Exchange Commission on July 25, 2023

As filed with the Securities and Exchange Commission on July 25, 2023 Registration No.

As filed with the Securities and Exchange Commission on July 21, 2023

As filed with the Securities and Exchange Commission on July 21, 2023 Registration No.

Conversion Agreement, dated July 20, 2023, between MIRA Pharmaceuticals, Inc. and the Bay Shore Trust. (incorporated by reference to Exhibit 10.14 of the Company’s Current Report on Form S-1/A filed July 21, 2023).

Exhibit 10.14 CONVERSION AGREEMENT THIS CONVERSION AGREEMENT (this “Agreement”), dated as of July 20, 2023, is made between MIRA Pharmaceuticals, Inc., a Florida corporation (the “Company”), and the Bay Shore Trust (“Payee”, and, collectively with the Company, the “Parties”). WHEREAS, the Company is a party to a Promissory Note and Loan Agreement with Payee (the “Note”) under which the aggregate o

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) MIRA PHARMACEUTICALS, INC.

As filed with the Securities and Exchange Commission on July 18, 2023

As filed with the Securities and Exchange Commission on July 18, 2023 Registration No.

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT between MIRA PHARMACEUTICALS, INC. and KINGSWOOD INVESTMENTS, division of Kingswood Capital Partners, LLC, as Representative of the Several Underwriters UNDERWRITING AGREEMENT between MIRA PHARMACEUTICALS, INC. and KINGSWOOD INVESTMENTS, division of Kingswood Capital Partners, LLC, as Representative of the Several Underwriters New York, New York , 2023 Kingswood

Form of Representative’s Warrant

Exhibit 4.1 Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGH

July 14, 2023

ATTORNEYS AT LAW 100 North Tampa Street, Suite 2700 Tampa, FL 33602-5810 P.O. Box 3391 Tampa, FL 33601-3391 813.229.2300 TEL 813.221.4210 FAX www.foley.com WRITER’S DIRECT LINE 813.225.4122 [email protected] July 14, 2023 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, DC 20549 Attention: Sasha Parikh, Kevin Vaughn, Jim

Master Collaboration Agreement, dated November 1, 2021, between MIRA Pharmaceuticals, Inc. and The Johns Hopkins University

Exhibit 10.13 Master Collaboration Agreement between The Johns Hopkins University and MIRA Pharmaceuticals, Inc. This Collaboration Agreement (“Agreement”), effective on November 1st, 2021 (“Effective Date”), is entered into by and between The Johns Hopkins University on behalf of its School of Medicine (“JHU”), having an address at 733 N. Broadway, Suite 117, Baltimore, Maryland 21205, and MIRA P

Agreement for Shared Lease Costs, dated April 1, 2023, between MIRA Pharmaceuticals, Inc., Telomir Pharmaceuticals, Inc., and MIRALOGX LLC (incorporated by reference to Exhibit 10.12 to Form S-1 filed July 28, 2023).

Exhibit 10.12 AGREEMENT FOR SHARED LEASE COSTS This Agreement for Shared Lease Costs (the “Agreement”) is made, effective as of April 1, 2023 by and among MIRALOGX LLC. (“ MIRALOGX”), MIRA Pharmaceuticals, Inc. (“MIRA” ) and Telomir Pharmaceuticals, Inc. (“Telomir”), all with a mailing address of 900 West Platt Street, Suite 200, Tampa, Florida 33606. RECITALS WHEREAS, MIRALOGX has entered into an

Common Stock Purchase Warrant, dated April 28, 2023, between MIRA Pharmaceuticals, Inc. and Bay Shore Trust

Exhibit 4.2 THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SEC

Amended and Restated Bylaws of MIRA Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.3 to Form S-1 filed July 28, 2023).

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF MIRA PHARMACEUTICALS, INC. (a Florida corporation) Effective June 26, 2023 Article 1 OFFICES MIRA Pharmaceuticals, Inc. (the “Corporation”) may have such principal and other business offices, either within or without the State of Florida, as the Board of Directors may designate or as the business of the Corporation may require from time to time. Article 2

As filed with the Securities and Exchange Commission on July 14, 2023

As filed with the Securities and Exchange Commission on July 14, 2023 Registration No.

July 13, 2023

ATTORNEYS AT LAW 100 North Tampa Street, Suite 2700 Tampa, FL 33602-5810 P.O. Box 3391 Tampa, FL 33601-3391 813.229.2300 TEL 813.221.4210 FAX www.foley.com July 13, 2023 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Office of Life Sciences Re: MIRA Pharmaceuticals, Inc. Registration Statement on Form S-1 SEC File N

Confirmatory Patent Assignment and Royalty Agreement, dated November 1, 2021, between SRQ Patent Holdings II, LLC and MIRA Pharmaceuticals, Inc.

Exhibit 10.4 CONFIRMATORY PATENT ASSIGNMENT AND ROYALTY AGREEMENT THIS AGREEMENT (“Agreement”) is entered into as of November 1, 2021 (the “Effective Date”), by and between SRQ PATENT HOLDINGS II, LLC, a Florida limited liability company (“Assignor”), located at 324 S. Hyde Park Avenue, Suite 350, Tampa FL 33606, MIRA1a THERAPEUTICS, INC., a Florida corporation (“Assignee”) located at 324 S. Hyde

Current Bylaws of MIRA Pharmaceuticals, Inc.

Exhibit 3.2 BY-LAWS OF MIRA Pharmaceuticals, Inc. (Adopted 11/1/21) ARTICLE 1 — OFFICES The registered office of MIRA Pharmaceuticals, Inc. (the “corporation”) shall be in the City of Tampa, County of Hillsborough, State of Florida. The corporation may also have offices at such other places within or without the State of Florida as the Board may from time to time determine or the business of the c

Related Person Transaction Policy and Procedures

Exhibit 99.6 MIRA PHARMACEUTICALS, INC. Related Person Transaction Policy and Procedures I. POLICY MIRA Pharmaceuticals, Inc. (the “Company”) recognizes that related person transactions present a heightened risk of conflicts of interest (or the perception thereof) and therefore the Company has adopted this policy (this “Policy”) pursuant to which all Related Person Transactions (as defined below)

Power of Attorney

As filed with the Securities and Exchange Commission on June 29, 2023 Registration No.

Corporate Governance Guidelines

Exhibit 99.4 MIRA PHARMACEUTICALS, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the “Board”) of MIRA Pharmaceuticals, Inc. (the “Company”) has adopted the following Corporate Governance Guidelines (the “Guidelines”) to assist the Board in the exercise of its responsibilities and to serve the interests of the Company and its stockholders. These Guidelines should be interpreted in th

Form of Stock Option Award under 2022 Omnibus Incentive Plan

Exhibit 10.2 MIRA PHARMACEUTICALS, INC. 2022 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD [PARTICIPANTID] [FIRSTNAME] [LASTNAME] You have been granted an option (your “Option”) to purchase shares (“Shares”) of Common Stock of MIRA Pharmaceuticals, Inc. (the “Company”) under the MIRA Pharmaceuticals, Inc. 2022 Omnibus Incentive Plan, as amended and restated (the “Plan”), effective as of the Grant Date

Form of Indemnification Agreement

Exhibit 10.3 INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Indemnification Agreement”) is made and entered into as of , , by and between MIRA PHARMACEUTICALS, INC., a Florida corporation (the “Company”), and , an individual (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract qualified directors and officers; WHEREAS, Indemnitee is a director and/or office

Nominating and Corporate Governance Committee Charter

Exhibit 99.2 MIRA PHARMACEUTICALS, INC. NOMINATING & GOVERNANCE COMMITTEE CHARTER The Board of Directors (the “Board”) of MIRA Pharmaceuticals, Inc. (the “Company”) has established a standing Nominating & Governance Committee (the “Committee”) pursuant to Section 607.0825 of the Florida Business Corporation Act (“FBCA”) and for the purposes described in this charter of the Committee (the “Committe

Compensation Committee Charter

Exhibit 99.3 MIRA PHARMACEUTICALS, INC. COMPENSATION COMMITTEE CHARTER The Board of Directors (the “Board”) of MIRA Pharmaceuticals, Inc. (the “Company”) has established a standing Compensation Committee (the “Committee”) pursuant to Section 607.0825 of the Florida Business Corporation Act (“FBCA”) and for the purposes described in this charter of the Committee (the “Committee Charter”). I. Purpos

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) MIRA PHARMACEUTICALS, INC.

Audit Committee Charter

Exhibit 99.1 MIRA PHARMACEUTICALS, INC. AUDIT COMMITTEE CHARTER The Board of Directors (the “Board”) of MIRA Pharmaceuticals, Inc. (the “Company”) has established a standing Audit Committee (the “Committee”) pursuant to Section 607.0825 of the Florida Business Corporation Act (“FBCA”) and for the purposes described in this charter of the Committee (the “Committee Charter”). I. Purpose of the Commi

Third Amended and Restated Articles of Incorporation of MIRA Pharmaceuticals, Inc.

Exhibit 3.1 THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MIRA PHARMACEUTICALS, INC. (Pursuant to Sections 607.1007 and 607.1003 of the Florida Business Corporation Act) MIRA Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the provisions of the Florida Business Corporation Act (the “FBCA”), DOES HEREBY CERTIFY: 1. That this Corporation is named MIRA Pha

2022 Omnibus Incentive Plan, as amended and restated.

Exhibit 10.1 MIRA PHARMACEUTICALS, INC. 2022 OMNIBUS INCENTIVE PLAN (AS AMENDED AND RESTATED) 1. Purposes and Effective Date. (a) Purposes. The MIRA Pharmaceuticals, Inc. 2022 Omnibus Incentive Plan, as amended and restated, has two complementary purposes: (i) to attract and retain outstanding individuals to serve as officers, directors, employees, and consultants and (ii) to increase shareholder

Registration Rights Agreement, dated April 28, 2023, between MIRA Pharmaceuticals, Inc. and Bay Shore Trust

Exhibit 10.11 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (“Agreement”), dated as of April 28, 2023, by and among MIRA PHARMACEUTICALS, INC., a Florida corporation (the “Company”), and BAY SHORE TRUST (the “Holder”). All capitalized terms used herein without definition shall have the meanings set forth in the Warrant Agreement (as defined below). RECITALS A. Pursuant to that certai

Employment Agreement, dated April 28, 2023, between MIRA Pharmaceuticals, Inc. and Erez Aminov

Exhibit 10.7 Employment Agreement This Employment Agreement (this “Agreement”) is made and entered into as of April 28, 2023 (the “Effective Date”), by and between MIRA Pharmaceuticals, Inc. (the “Company”) and Erez Aminov (“Employee”). In consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged,

Code of Business Conduct and Ethics

Exhibit 14.1 MIRA PHARMACEUTICALS, INC. CODE OF ETHICS AND CONDUCT In accordance with the requirements of the Securities and Exchange Commission (the “SEC”) and the Initial Listing Standards of the Nasdaq Stock Exchange (“Nasdaq”), the Board of Directors (the “Board”) of MIRA Pharmaceuticals, Inc. (the “Company”) has adopted this Code of Ethics and Conduct (the “Code”) to encourage: ● Honest and e

June 29, 2023

ATTORNEYS AT LAW 100 North Tampa Street, Suite 2700 Tampa, FL 33602-5810 P.O. Box 3391 Tampa, FL 33601-3391 813.229.2300 TEL 813.221.4210 FAX www.foley.com WRITER’S DIRECT LINE 813.225.4122 [email protected] June 29, 2023 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, DC 20549 Attention: Sasha Parikh, Kevin Vaughn, Jim

Promissory Note and Loan Agreement, dated April 28, 2023, between MIRA Pharmaceuticals, Inc. and Bay Shore Trust

Exhibit 10.10 FLORIDA DOCUMENTARY STAMP TAX IN THE AMOUNT $2,450.00 HAS BEEN PAID OR WILL BE PAID DIRECTLY TO THE FLORIDA DEPARTMENT OF REVENUE. PROMISSORY NOTE AND LOAN AGREEMENT $5,000,000 Tampa, FL April 28, 2023 FOR VALUE RECEIVED AND IN CONSIDERATION OF THE LOAN, MIRA Pharmaceuticals, Inc., a Florida corporation (the “Borrower”), hereby promises to pay to the order of George Cappy, as Trustee

Amended and Restated Limited License Agreement, dated June 27, 2022, between MIRA Pharmaceuticals, Inc. and MyMD Pharmaceuticals, Inc.

Exhibit 10.5 AMENDED & RESTATED LIMITED LICENSE AGREEMENT This Amended & Restated Limited License Agreement (“Agreement”) is made this 27th day of June, 2022 and is retroactive to 28th day of April, 2022 (the “Effective Date”) when the Limited License Agreement was first entered by and between MyMD Pharmaceuticals, Inc., a New Jersey corporation having a place of business at 855 N. Wolfe St., Suit

List of Subsidiaries of Registrant

Exhibit 21.1 List of Subsidiaries of MIRA Pharmaceuticals, Inc. Legal Name Jurisdiction None Not applicable

Insider Trading Policy

Exhibit 99.5 MIRA PHARMACEUTICALS, INC. Insider Trading Policy Adopted by the Board of Directors on June 27, 2023, and effective immediately prior to the consummation of the Company’s initial public offering. This policy applies to all employees at every level of the Company and its subsidiaries, including the directors of the Company. Overview Given that the common stock of the MIRA Pharmaceutica

Common Stock Purchase Warrant, dated April 28, 2023, between MIRA Pharmaceuticals, Inc. and Bay Shore Trust (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form S-1 filed June 29, 2023).

Exhibit 4.3 THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SEC

Employment Agreement between MIRA Pharmaceuticals, Inc. and Chris Chapman to become effective upon the completion of this offering

Exhibit 10.9 Employment Agreement This Employment Agreement (this “Agreement”) is made and entered into as of April 28, 2023 (the “Effective Date”), by and between MIRA Pharmaceuticals, Inc. (the “Company”) and Chris Chapman (“Employee”). In consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledge

Amendment No. 1, dated April 20, 2023, to Amended and Restated Limited License Agreement between MIRA Pharmaceuticals, Inc. and MyMD Pharmaceuticals, Inc.

Exhibit 10.6 FIRST AMENDMENT TO THE AMENDED & RESTATED LIMITED LICENSE AGREEMENT This First Amendment to the Amended & Restated Limited License Agreement (“First Amendment”) is made this 20th day of April, 2023 and is entered into retroactively as of the 28th day of April, 2022 (the “Effective Date”) when the Limited License Agreement was first entered by and between MyMD Pharmaceuticals, Inc., a

Employment Agreement, dated April 28, 2023, between MIRA Pharmaceuticals, Inc. and Michele Yanez

Exhibit 10.8 Employment Agreement This Employment Agreement (this “Agreement”) is made and entered into as of April 28, 2023 (the “Effective Date”), by and between MIRA Pharmaceuticals, Inc. (the “Company”) and Michelle Yanez (“Employee”). In consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledg

MIRA PHARMACEUTICALS, INC. NOMINATING & GOVERNANCE COMMITTEE CHARTER

Exhibit 99.2 MIRA PHARMACEUTICALS, INC. NOMINATING & GOVERNANCE COMMITTEE CHARTER The Board of Directors (the “Board”) of MIRA Pharmaceuticals, Inc. (the “Company”) has established a standing Nominating & Governance Committee (the “Committee”) pursuant to Section 607.0825 of the Florida Business Corporation Act (“FBCA”) and for the purposes described in this charter of the Committee (the “Committe

Employment Agreement

Exhibit 10.8 Employment Agreement This Employment Agreement (this “Agreement”) is made and entered into as of April 28, 2023 (the “Effective Date”), by and between MIRA Pharmaceuticals, Inc. (the “Company”) and Michelle Yanez (“Employee”). In consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledg

MIRA PHARMACEUTICALS, INC. COMPENSATION COMMITTEE CHARTER

Exhibit 99.3 MIRA PHARMACEUTICALS, INC. COMPENSATION COMMITTEE CHARTER The Board of Directors (the “Board”) of MIRA Pharmaceuticals, Inc. (the “Company”) has established a standing Compensation Committee (the “Committee”) pursuant to Section 607.0825 of the Florida Business Corporation Act (“FBCA”) and for the purposes described in this charter of the Committee (the “Committee Charter”). I. Purpos

MIRA PHARMACEUTICALS, INC. AUDIT COMMITTEE CHARTER

Exhibit 99.1 MIRA PHARMACEUTICALS, INC. AUDIT COMMITTEE CHARTER The Board of Directors (the “Board”) of MIRA Pharmaceuticals, Inc. (the “Company”) has established a standing Audit Committee (the “Committee”) pursuant to Section 607.0825 of the Florida Business Corporation Act (“FBCA”) and for the purposes described in this charter of the Committee (the “Committee Charter”). I. Purpose of the Commi

AMENDED & RESTATED LIMITED LICENSE AGREEMENT

Exhibit 10.5 AMENDED & RESTATED LIMITED LICENSE AGREEMENT This Amended & Restated Limited License Agreement (“Agreement”) is made this 27th day of June, 2022 and is retroactive to 28th day of April, 2022 (the “Effective Date”) when the Limited License Agreement was first entered by and between MyMD Pharmaceuticals, Inc., a New Jersey corporation having a place of business at 855 N. Wolfe St., Suit

COMMON STOCK PURCHASE WARRANT To purchase shares of common stock, no par value, of MIRA PHARMACEUTICALS, INC.

Exhibit 4.3 THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SEC

FIRST AMENDMENT TO THE AMENDED & RESTATED LIMITED LICENSE AGREEMENT

Exhibit 10.6 FIRST AMENDMENT TO THE AMENDED & RESTATED LIMITED LICENSE AGREEMENT This First Amendment to the Amended & Restated Limited License Agreement (“First Amendment”) is made this 20th day of April, 2023 and is entered into retroactively as of the 28th day of April, 2022 (the “Effective Date”) when the Limited License Agreement was first entered by and between MyMD Pharmaceuticals, Inc., a

Employment Agreement

Exhibit 10.9 Employment Agreement This Employment Agreement (this “Agreement”) is made and entered into as of April 28, 2023 (the “Effective Date”), by and between MIRA Pharmaceuticals, Inc. (the “Company”) and Adam Kaplin (“Employee”). In consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged,

Employment Agreement

Exhibit 10.7 Employment Agreement This Employment Agreement (this “Agreement”) is made and entered into as of April 28, 2023 (the “Effective Date”), by and between MIRA Pharmaceuticals, Inc. (the “Company”) and Erez Aminov (“Employee”). In consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged,

Draft No. 2 confidentially submitted to the Securities and Exchange Commission on June 8, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly conf

Draft No. 2 confidentially submitted to the Securities and Exchange Commission on June 8, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECU

PROMISSORY NOTE AND LOAN AGREEMENT

Exhibit 10.11 FLORIDA DOCUMENTARY STAMP TAX IN THE AMOUNT $2,450.00 HAS BEEN PAID OR WILL BE PAID DIRECTLY TO THE FLORIDA DEPARTMENT OF REVENUE. PROMISSORY NOTE AND LOAN AGREEMENT $5,000,000 Tampa, FL April 28, 2023 FOR VALUE RECEIVED AND IN CONSIDERATION OF THE LOAN, MIRA Pharmaceuticals, Inc., a Florida corporation (the “Borrower”), hereby promises to pay to the order of George Cappy, as Trustee

Employment Agreement

Exhibit 10.10 Employment Agreement This Employment Agreement (this “Agreement”) is made and entered into as of April 28, 2023 (the “Effective Date”), by and between MIRA Pharmaceuticals, Inc. (the “Company”) and Chris Chapman (“Employee”). In consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledg

June 8, 2023

ATTORNEYS AT LAW 100 North Tampa Street, Suite 2700 Tampa, FL 33602-5810 P.O. Box 3391 Tampa, FL 33601-3391 813.229.2300 TEL 813.221.4210 FAX www.foley.com WRITER’S DIRECT LINE 813.225.4122 [email protected] June 8, 2023 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, DC 20549 Attention: Sasha Parikh, Kevin Vaughn, Jimm

ARTICLE I—DEFINITIONS

Exhibit 10.4 CONFIRMATORY PATENT ASSIGNMENT AND ROYALTY AGREEMENT THIS AGREEMENT (“Agreement”) is entered into as of November 1, 2021 (the “Effective Date”), by and between SRQ PATENT HOLDINGS II, LLC, a Florida limited liability company (“Assignor”), located at 324 S. Hyde Park Avenue, Suite 350, Tampa FL 33606, MIRA1a THERAPEUTICS, INC., a Florida corporation (“Assignee”) located at 324 S. Hyde

As confidentially submitted to the Securities and Exchange Commission on May 2, 2023 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

As confidentially submitted to the Securities and Exchange Commission on May 2, 2023 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

As confidentially submitted to the Securities and Exchange Commission on June 29, 2022 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

As confidentially submitted to the Securities and Exchange Commission on June 29, 2022 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.