What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-31 compared with 2025-03-28 · 116 added, 122 removed, 173 unchanged (58% of the section changed)

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common stock has been public traded on The Nasdaq Capital Market under the symbol “MIRA” since August 3, 2023.

that date, there was no public trading market for our common stock.

Prior to that

date, there was no public trading market for our common stock.

of Common Stock

of March 31, 2026, we had approximately 69 holders of record of our common stock.

No cash dividends have been paid on the common

stock to date.

We currently intend to retain earnings for further business development and do not expect to pay cash dividends in the

foreseeable future.

No cash dividends have been paid on the common stock

We currently intend to retain earnings for further business development and do not expect to pay cash dividends in the foreseeable

Authorized for Issuance Under Equity Compensation Plans

- Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Sales of Equity Securities and Use of Proceeds

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two novel drug candidates designed to address unmet medical needs in pain management, depression, PTSD and cognitive function.

Drug Enforcement Administration (DEA)’s scientific review of Ketamir-2 and MIRA-55 concluded that it would not be considered

a controlled substance or listed chemical under the Controlled Substances Act (CSA) and its governing regulations.

had net losses of $7.9 million and $12.0 million for the year ended December 31, 2024 and December 31, 2023, respectively.

June 28, 2023, we completed a 1-for-5 reverse stock split of our outstanding common stock.

Unless otherwise noted, the share and per

share information in this Report reflects the reverse stock split.

is a next-generation oral NMDA-receptor antagonist currently being evaluated in an ongoing Phase 1 clinical trial in healthy volunteers.

The single-ascending-dose (SAD) portion of the study has been completed, and data remain blinded pending full analysis.

The multiple-ascending-dose

(MAD) portion is underway, and a Phase 2a study in chemotherapy-induced peripheral neuropathy (CIPN) is planned to begin in the first

half of 2026, subject to regulatory feedback and site readiness.

is a novel oral, non-psychoactive pharmaceutical-marijuana analog under preclinical investigation for anxiety, cognitive decline, and

inflammatory pain.

Recent animal studies demonstrated that MIRA-55 produced analgesic and anti-inflammatory effects in validated preclinical

pain models without evidence of local irritation or psychoactive side effects.

These findings support continued advancement toward IND-enabling

Drug Enforcement Administration (DEA) has completed its scientific review of both Ketamir-2 and MIRA-55 and concluded that neither

compound would be considered a controlled substance or listed chemical under the Controlled Substances Act (CSA) and its governing regulations.

September 29, 2025, MIRA acquired SKNY Pharmaceuticals (“SKNY”), a related party private company developing SKNY-1, a preclinical-stage

oral therapeutic designed to modulate CB1, CB2, and MAO-B pathways to influence energy balance, lipid metabolism, appetite, cravings,

and reward—without the psychiatric side effects that limited earlier CB1-targeting drugs.

has been evaluated in preclinical behavioral and metabolic models.

SKNY-1 administration was associated with reductions in food consumption,

body-weight gain, and nicotine-seeking behavior compared with controls.

These findings support continued preclinical development of SKNY-1

in models of metabolic and behavioral modulation.

had net losses of $10.4 million and $7.9 million for the years ended December 31, 2025 and 2024, respectively.

of our Results of Operations

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Research and development expenses consist primarily of the following:

contracted research and manufacturing;

patent-related costs;

consulting arrangements;

other expenses incurred to advance our research and development activities.

research and manufacturing;

patent-related

arrangements;

expenses incurred to advance our research and development activities.

operating expenses have historically been the costs associated with our patent prosecution and initial investment in pre-clinical research

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and administrative expenses consist of employee-related expenses, including salaries, benefits, and travel, and other administrative

functions, as well as fees paid for legal, accounting and tax services, consulting fees and facilities costs not otherwise included in

research and development expense.

functions, as well as fees paid for legal, accounting, and tax services, consulting fees, and facilities costs not otherwise included

in research and development expense.

Legal costs include general corporate legal fees.

We expect to incur additional expenses

as a result of becoming a public company, including expenses related to compliance with the rules and regulations of the SEC and Nasdaq,

additional insurance, investor relations and other administrative expenses and professional services.

expense, net consists of accrued interest on a related party line of credit, net of earned interest income.

of Operations for the year ended December 31, 2024 and 2023

and administrative expenses

party travel costs

and development expenses

As a result of becoming a public company, we now

incur additional expenses related to compliance with the rules and regulations of the SEC and Nasdaq, as well as additional costs for

insurance, investor relations, professional accounting and legal services, and other administrative expenses.

income, net consists of interest income earned from investment of excess operating cash, less interest expense, and the unrealized loss

on short-term investments.

of Operations for the years ended December 31, 2025 and 2026 are as follows:

Year Ended December 31,

Operating costs:

income (expense), net

loss attributable to common stockholders

General and administrative expenses

Research and development expenses

Total operating costs

Other income (expense):

Interest income

Other expense

Unrealized loss on short-term investment

Total other income, net

(10,442,485 )

Deemed dividend

(21,556,821 )

and diluted loss per share

average common stock shares outstanding

Net loss attributable to common stockholders

$ (31,999,306 )

$ (7,852,659 )

Basic and diluted loss per share

Basic weighted average common stock shares outstanding

and Administrative Expenses .

We incurred $4.7 million and $6.5 million in general and administrative expenses during the year ended

December 31, 2024 and December 31, 2023, respectively.

General and administrative expenses in 2024 consisted of stock compensation expense

of $1.9 million, payroll expense of $0.9 million, accounting and legal expenses of $0.4 million, marketing, investor relations, advertising,

We incurred $8.8 million and $4.7 million in general and administrative expenses during the years ended

December 31, 2025 and 2024, respectively.

General and administrative expenses in 2025 consisted of stock compensation expense of $6.3

million, payroll expense of $1.3 million, accounting and legal expenses of $0.3 million, marketing, investor relations, advertising,

and general corporate expenses of $0.5 million and insurance expenses of $0.4 million.

The decrease in general and administrative expenses

during 2024 relate primarily to a decrease in personnel in 2024 compared to 2023 and a concerted effort to conserve cash until the shelf

registration statement and at-the-market offering was put into place in August 2024.

Party Travel Costs .

We incurred $0.5 million in related party travel costs during the year ended December 31, 2023.

There were no

related party travel costs incurred during the year ended December 31, 2024.

Related party travel costs consisted of a lease and use

of an airplane with an entity under common control.

The airplane lease was terminated in March 2023, and hence, we ceased use of the

airplane and there were no further costs incurred.

The increase in general and administrative expenses

during 2025 relate primarily to increase in stock-based compensation and payroll related expenses.

income (expense) .

We earned $0.2 million, in interest income (expense) net, during the year ended December 31, 2024, which consisted

of income earned from funds in a money market account.

We incurred $3.5 million, in interest income (expense) net, during the year ended

December 31, 2023, which consisted of $2.8 million of write-off of unamortized deferred financing costs, $0.7 million of debt issuance

costs, offset by $0.02 million of interest income.

We earned $0.1 million in interest income during the year ended December 31, 2025, which consisted of income earned

from funds in a money market account, as compared to less than $0.2 million earned during the year ended December 31, 2024.

and Development Expenses.

During the year ended December 31, 2025, we incurred $1.7 million in research and development expenses,

which were primarily related to pre-IND submission work, consultants and stock compensation.

During the year ended December 31, 2023,

we incurred $1.6 million in research and development expenses, which were primarily related to initial payments for toxicology studies,

consultants and stock compensation.

The increase in research and development expenses during 2024 are related to the IND enabling studies

and submission.

Major components of research and development expenses during the year ended December 31, 2024 are as follows:

stock compensation

which were primarily related to pre-IND submission work and consultants.

During the year ended December 31, 2024, we incurred $3.3 million

in research and development expenses primarily related to initial payments for toxicology studies, consultants and stock compensation.

The decrease in research and development expenses during 2025 is due to decreased development costs for MIRA-55.

Major components of

research and development expenses during the year ended December 31, 2025 are as follows:

R&D consultants

$ 0.37 million

$ 1.17 million

R&D toxicology

$ 0.13 million

R&D stock compensation

$ 0.05 million

and Capital Resources

our inception in September 2020, we have financed our operations primarily through an unsecured line of credit with a major shareholder

and an affiliated company and through a private placement of shares of our common stock that occurred during the fourth quarter 2021

and during 2022.

We intend to finance our clinical development programs and working capital needs from existing cash, potential new sources

of debt and equity financing, including the proceeds from our completed IPO in August 2023, and through proceeds of an ATM offering.

Since our inception in September 2020, we have financed our operations primarily

through an unsecured line of credit with a major shareholder and an affiliated company and through a private placement of shares of our

common stock that occurred during the fourth quarter 2021 and during 2022 and our IPO that occurred in August 2023.

We intend to finance

our clinical development programs and working capital needs from existing cash, potential new sources of debt and equity financing, and

through proceeds of an ATM offering.

In the years ended December 31, 2025 and 2024 we raised $6.7 million and $3.6 million, respectively,

in ATM financings.

We may also enter into new licensing and commercial partnership agreements.

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SEC prior to completion of any such offering.

April 28, 2023, we entered into a Promissory Note and Loan Agreement with the Bay Shore Trust, a trust established by our founder, and

under which various of his family members are beneficiaries (the “Bay Shore Trust”).

Under this Promissory Note and Loan

Agreement (the “Bay Shore Note”), we have the right to borrow up to an aggregate of $5,000,000 from the Bay Shore Trust at

any time up to the second anniversary of the issuance of the Bay Shore Note or, if earlier, upon the completion of our initial public

Our right to borrow funds under the Bay Shore Note is subject to the absence of a material adverse change in our assets, operations,

or prospects.

The Bay Share Note, together with accrued interest, will become due and payable on the second anniversary of the issuance

of the note, provided that it may be prepaid at any time without penalty.

The Bay Shore Note will accrue interest at a rate equal 7%

per annum, simple interest, during the first year that the note is outstanding and 10% per annum, simple interest, thereafter.

Shore Note is unsecured.

As of December 31, 2024, the Bay Shore Note was paid in full.

In consideration of the loan facility provided

by the Bay Shore Trust, we issued to the Bay Shore Trust a common stock purchase warrant on April 28, 2023, giving the Bay Shore Trust

the right to purchase up to 1,000,000 shares of common stock at an exercise price of $5.00 per share, which warrant will expire five

years after the date of grant.

January 1, 2023, MIRALOGX, LLC, an intellectual property development and holding company owned by Bay Shore Trust (“MIRALOGX”),

has advanced funds on behalf of Bay Shore Trust to our company in order to fund operating activities.

The total amount advanced and outstanding

from MIRALOGX was $1.6 million immediately prior to being consolidated into the Bay Shore Note in 2023, and such amounts become a part

of the outstanding balance of the Bay Shore Note, which as of December 31, 2023, is $0.

July 20, 2023, we entered into a conversion agreement with the Bay Shore Trust under which the Bay Shore Trust agreed to convert, upon

the completion of our initial public offering, $1,100,190 of the outstanding principal balance of the Bay Shore Note into shares of our

common stock at a conversion price equal to our initial public offering price, which resulted in the issuance of 157,170 shares to the

Bay Shore Trust upon the completion of our initial public offering (the “Bay Shore Trust Conversion Agreement”).

August 2023, we completed our IPO of common stock selling 1,275,000 shares at an offering price of $7.00 per share, resulting in gross

proceeds of $8.9 million.

Net proceeds received after underwriting fees and offering expenses were $8.1 million.

We raised $3.2 million

Substantially all our equity capital had been raised at $1.00 per share (pre-reverse split).

used $4.7 million in operating activities during the year ended December 31, 2025, compared to $5.6 million in operating activities during

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We currently expect that our cash and cash equivalents be sufficient

to fund our operations, development plans, and capital expenditures through at least the third quarter of 2025.

to fund our operations, development plans, and capital expenditures into at least the first quarter of 2027.

did not have any material non-cancellable contractual obligations as of December 31, 2025.

following table provides information regarding our cash flows for the periods presented:

ended December 31,

cash provided by (used in):

Year ended December 31,

Net cash provided by (used in):

Operating activities

$ (4,661,669 )

$ (5,560,606 )

change in cash

Financing activities

Net change in cash

$ (1,769,635 )

Cash Used in Operating Activities

cash used in operating activities resulted primarily from our net losses, stock-based compensation expense and changes in components

of accounts payable and accrued liabilities.

the year ended December 31, 2024, operating activities used $5.6 million of cash, primarily due to a net loss of $7.9 million, offset

by $1.9 million in stock-based compensation expense, and a $0.4 million change in accounts payable, accrued and prepaid expenses.

payable, accrued and prepaid expenses was primarily composed of research and development payables, consultant costs, insurance costs

and investor relations expenses.

the year ended December 31, 2023, operating activities used $4.5 million of cash, primarily due to a net loss of $12 million, a $0.6

million change in accounts payable, accrued and prepaid expenses, offset by $2.5 million in stock-based compensation expense, $0.7 million

in amortization of debt issuance costs, $3.5 million of interest expense, and $1.1 million of repayments under related party line of

Interest income (expense), net was primarily composed of debt issuance costs, offset by interest income.

Accounts payable, accrued and prepaid expenses was primarily composed of research and development payables, consultant costs, insurance

costs and investor relations expenses.

the year ended December 31, 2025, the cash used in operating activities of $4.7 million resulted from net losses of $10.4 million, offset

by $6.3 million stock-based compensation expense and $0.6 and million change in accounts payable, and prepaid expenses.

the year ended December 31, 2024, cash used in operating activities of $5.6 million resulted from a net loss of $7.9 million, offset

by $1.9 million in stock-based compensation expense, and a $0.4 million change in accounts payable, accrued liabilities, and prepaid

Accounts payable, accrued liabilities, and prepaid expenses were primarily composed of research and development payables, consultant

costs, insurance costs and investor relations expenses.

Cash Provided by Financing Activities

the year ended December 31, 2024, financing activities provided $3.8 million of cash, resulting primarily from $3.6 million in proceeds

from sale of common stock, less offering costs, $0.1 million from the Bay Shore Trust short-swing disgorgement, and $0.03 million in

advances from related party.

the year ended December 31, 2023, financing activities provided $8.8 million of cash, resulting primarily from $7.7 million in proceeds

from sale of common stock, less offering costs and $2.1 million in advances from related party line of credit, offset by $1.1 million

of repayments under related party line of credit.

currently anticipate that we will seek to monetize our product candidates, Ketamir-2 and MIRA-55, at the end of our planned Phase II studies.

Prior to that time, we anticipate that additional capital may be required to support ongoing activities and further phases of development.

Should that be required, our available capital may be consumed more rapidly than currently anticipated, resulting in the need for additional

In addition, there can be no assurance that additional funding, when and if required, will be available at commercially favorable

terms, if at all.

the year ended December 31, 2025, the Company raised approximately $8.2 million from financing activities, comprised of $7.0 million

from sales of common stock, reduced by $0.3 million in offering costs, $0.9 million in proceeds from stock option exercises, and $0.6

million in proceeds from related party.

the year ended December 31, 2024, the Company raise approximately $3.8 million from financing activities, including $3.6 million in proceeds

from sale of common stock, net of offering costs, and $0.1 million from the Bay Shore Trust short-swing disgorgement.

currently anticipate that we will seek to monetize our product candidates, Ketamir-2, MIRA-55, and SKNY-1, at the end of our planned

Phase II studies.

Prior to that time, we anticipate that additional capital may be required to support ongoing activities and further

phases of development.

Should that be required, our available capital may be consumed more rapidly than currently anticipated, resulting

in the need for additional funding.

In addition, there can be no assurance that additional funding, when and if required, will be available

at commercially favorable terms, if at all.

we may need to raise additional capital, which may be available to us through a variety of sources, including:

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the periods presented, we did not have, nor do we currently have, any off-balance sheet arrangements as defined under SEC rules.

Summary of Critical Accounting Policies and Estimates

of Critical Accounting Policies and Estimates

and development expenses

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are incurred.

Investments in Equity Securities, at Fair Value

Equity investments are carried

at fair value with unrealized gains or losses recorded as net unrealized gain (loss) on equity investments, a component of other income,

in the accompanying consolidated statements of operations.

Realized gains and losses are determined on a specific identification basis

which is recorded in earnings or loss as a net realized gain (loss) on equity investments in the consolidated statement of operations.

The Company reviews investments in equity securities, at fair value, for impairment whenever circumstances and situations change such

that there is an indication that the carrying amounts may not be recovered.

account for stock-based compensation under the provisions of FASB ASC 718, “ Compensation - Stock Compensation ”, which

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity