What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-28 · 309 added, 1151 removed, 745 unchanged (66% of the section changed)

28 unchanged sentences

(ii) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management

and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of the Company’s assets that could have a material effect on the financial statements.

During 2024, we designed

and implemented new and enhanced controls to strengthen our internal controls over financial reporting, including hiring additional experienced

accounting personnel, among other enhancements.

Management believes these enhancements were sufficient to remediate previously identified

material weaknesses.

assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization

of management and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

During 2024, we designed and implemented new and enhanced controls to strengthen our internal controls over financial reporting, including

hiring additional experienced accounting personnel, among other enhancements.

Management believes these enhancements were sufficient

to remediate previously identified material weaknesses.

of December 31, 2025, management conducted an assessment of the effectiveness of the Company’s internal control over financial

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Executive Officer and Chairman

Financial Officer, Secretary and Treasurer

Financial Officer and Treasurer

Paul Del Giudice, M.D.

2 unchanged sentences

Aminov has served as a director and our Chief Executive Officer since April 2023 and our Chairman since March 2024.

is an experienced biotechnology consultant and investor and initially joined our as a consultant in 2022.

Aminov’s experience

in the biotech consulting sector began in 2021 when he founded Locate Venture Corp.

Aminov is an experienced biotechnology consultant and investor and initially joined our as a consultant in 2022.

experience in the biotech consulting sector began in 2021 when he founded Locate Venture Corp.

in September 2021.

Locate Venture is a strategy and

investment consulting firm focused on advancing and supporting early-stage biotech startups.

Prior to founding Locate Venture Corp.,

from February 2015 to September 2020, Mr.

Aminov served as the President of Finds4less Inc., a global distributor of electronics and

gaming products.

Locate Venture is

a strategy and investment consulting firm focused on advancing and supporting early-stage biotech startups.

Prior to founding Locate

Venture Corp., from February 2015 to September 2020, Mr.

Aminov served as the President of Finds4less Inc., a global distributor of

electronics and gaming products.

In this role, Mr.

Aminov provided strategic oversight and direction for all aspects of the company’s operations,

while also spearheading new business development initiatives to capitalize on emerging market opportunities.

Aminov’s more

than two decades of experience includes experience with the biotech industry’s particular challenges, including creating strategic

alliances and guiding startups toward growth and prosperity.

Aminov earned a B.A.

Aminov provided strategic oversight and direction for all aspects of the

company’s operations, while also spearheading new business development initiatives to capitalize on emerging market

opportunities.

Aminov’s more than two decades of experience includes experience with the biotech industry’s

particular challenges, including creating strategic alliances and guiding startups toward growth and prosperity.

Aminov earned a

in Accounting from Touro University in New York.

We believe that Mr.

Aminov is qualified to serve as one of our directors based on his finance and investment experience, particularly

with early stage life sciences companies.

Yanez, MBA has served as our Chief Financial Officer since April 2023, prior to which she served as our Corporate Controller

Aminov is qualified to serve as one of our directors based

on his finance and investment experience, particularly with early-stage life sciences companies.

Aminov is also the Chief

Executive Officer of Telomir Pharmaceuticals, Inc.

Weichselbaum, CPA, MBA , Chief Financial Officer of the Company since May 2025, brings over 30 years of experience in corporate

finance, capital markets, and strategic advisory across multiple industries.

He plays a key leadership role in advancing the financial

and strategic objectives of both companies as they pursue growth through drug development, licensing, and potential M&A opportunities.

Weichselbaum serves as the Chief Financial Officer of Telomir Pharmaceuticals, Inc.

since May 2025.

Yanez is a senior financial executive with over 25 years of experience in public and privately held biotech, pharmaceutical,

and life science companies.

Yanez’ experience includes a broad range of responsibilities in a highly complex and regulated

She also brings deep corporate governance experience through her work with corporate boards, including audit and finance committees.

Since June 2024, Ms.

Yanez also serves as Chief Financial Officer for Telomir Pharmaceuticals (Nasdaq:

TELO), a pre-clinical-stage pharmaceutical

company, seeking to lead development in age-reversal science, by focusing on the development of a novel small molecule designed to lengthen

the DNA’s protective telomere caps, which are crucial in the aging process.

From May 2002 until its acquisition in April 2022,

Yanez held various leadership positions at BioDelivery Sciences International, Inc.

In her role, she led financial

offerings, managed due diligence for product acquisitions and financings and managed finance documents and filings for the tender offer,

leading to the acquisition of BioDelivery Sciences in April 2022.

Yanez also serves as a non-employee director of Inhibitor Therapeutics,

INTI), a publicly traded pharmaceutical development company focused on therapeutics for certain cancers and non-cancerous

proliferation disorders, since December 2022.

Yanez is also Co-Founder and Chief Financial Officer of Santander Pharma Consulting,

a privately held life sciences consulting firm that provides business development and commercial strategy services to pharmaceutical,

medical device, and life science companies offering guidance throughout all stages of commercial development, from inception to product

launch, since February 2024.

Yanez earned her B.A.

in Business Management from University South Florida and further distinguished

her acumen with an MBA in Strategic Leadership from Rutgers School of Business, Cum Laude.

Additionally, since 2015,

Weichselbaum has served as a director of FinWise Bancorp (Nasdaq:

FINW), providing oversight and strategic direction to the publicly

traded financial institution.

In 2011, he founded The Wexus Group, an outsourced CFO advisory firm that partners with small and mid-sized

companies to support growth, capital structuring, and exit strategies across various sectors.

From 1995 to 2010, he held senior roles

on Wall Street, where he served as an equity analyst, managed two hedge funds, and was Chief Executive Officer of a boutique brokerage

His capital markets expertise and experience leading institutional transactions have positioned him as a trusted advisor in both

public and private markets.

Earlier in his career, Mr.

Weichselbaum was Manager of Budgeting and Financial Analysis at Philip Morris

Capital Corporation.

He began his professional journey at Price Waterhouse in 1985, working in the firm’s small business division

before pursuing graduate studies.

Weichselbaum earned his MBA in Finance from New York University and is a Certified Public Accountant

licensed in the State of New York.

His deep financial acumen, combined with extensive experience in investor relations, capital formation,

and M&A, makes him a vital member of the executive leadership at MIRA Pharmaceuticals, Inc.

Pratt Whalen, CPA , is a Certified Public Accountant with over two decades of experience in public accounting and corporate finance.

15 unchanged sentences

and as a Certified Public Accountant.

Whalen has also served as a director of MIRA Pharmaceuticals, Inc.

Whalen also serves as a director of Telomir Pharmaceuticals, Inc.

(Nasdaq TELO).

15 unchanged sentences

Del Giudice is licensed to practice medicine in Florida

Del Giudice also serves as a director of Telomir Pharmaceuticals, Inc.

(Nasdaq TELO).

Denil Nanji Shekhat joined our company as a director in March 2024.

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Macpherson holds a BA in Economics from Gettysburg College.

MacPherson also serves as a director of Telomir Pharmaceuticals, Inc.

(Nasdaq TELO).

March 8, 2024, and subsequently amended on January 24, 2025, we entered into an Amended and Restated Consulting Agreement with Angel

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audit committee consists of Matthew Whalen, Dr.

Denil Shekhat and Edward MacPherson, with Matthew Whalen serving as the chair of the audit

Each member of the committee meets the requirements for independence under the listing standards of Nasdaq and SEC rules and

regulations, including Rule 10A-3(b)(1) under the Exchange Act.

Denil Shekhat and Edward MacPherson, with Matthew Whalen serving as the chair of the

audit committee.

Each member of the committee meets the requirements for independence under the listing standards of Nasdaq and SEC rules

and regulations, including Rule 10A-3(b)(1) under the Exchange Act.

Each member of our audit committee also meets the financial literacy

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did not provide any cash compensation to any of our directors during the year ended December 31, 2025 in their capacity as directors.

However, on April 25, 2024, Matthew Del Giudice, Edward MacPherson, and Denil Shekhat were granted an option to purchase up to 50,000

shares of our common stock under the 2022 Omnibus Plan for joining the board.

Additionally, on December 6, 2024, each non-employee director

was granted an additional option to purchase up to 25,000 shares of our common stock under the 2022 Omnibus Plan.

Each such option vested

in terms ranging from immediate vesting to one year following the grant.

Each grant has a 10-year term.

Executive Compensation

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Aminov, Chief Executive Officer and Chairman;

Yanez, MBA, Chief Financial Officer, Secretary and Treasurer.

Weichselbaum, Chief Financial Officer and Treasurer;

Michelle Yanez, Former Chief Financial

Officer and Treasurer.

Compensation Table

following table shows the compensation paid by us during the 2025 and 2024 fiscal years to our named executive officers.

and principal position

Awards ($) (6)

Incentive Plan Compensation ($)

Deferred Compensation Earnings

Other Compensation ($)

amounts represent bonus earned as part of CEO Executive Scorecard

Name and principal position

Stock Awards ($)

Option Awards ($) (6)

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings

All Other Compensation ($)

Weichselbaum,

March 26, 2025, Mr.

Aminov’s salary was increased to $485,000, effective April 1, 2025.

2024 bonus amounts represent bonus earned as part of the CEO Executive Scorecard.

bonus represents a cash bonus of $242,258, comprising a Capital Raise Bonus of $161,505 and

a Strategic / M&A Achievement Bonus of $80,753, according to recommendations in the 2025

Executive Compensation & Short and Long-Term Incentive Plans Revised Report, prepared

by the Company’s compensation consultant.

(3) On December 6, 2024, Mr.

Aminov was awarded a stock award valued at $594,950,

with time-based vesting.

During 2025, following the Board’s and Committee’s determinations that the $25 million market capitalization threshold

was achieved on July 18, 2025 and the $50 million market capitalization threshold was achieved on December 16, 2025, the Company issued

Aminov, on the respective grant dates of August 15, 2025 and December 12, 2025, 62,500 fully vested restricted stock units for

each grant, with the restricted stock units having aggregate fair market values of $93,750 and $90,625, respectively.

December 6, 2024, Mr.

Aminov was awarded an RSU Stock Award

Aminov was awarded an option award valued at $1,919,120.

16, 2025, Mr.

Aminov was awarded an option award valued at $4,419,117.

represents health insurance premiums paid, car payments, car insurance, and club memberships.

represents IPO bonus paid

represent health insurance premiums paid

reported amounts represent the aggregate grant date fair value of the awards computed in accordance with Financial Accounting Standards

Board Account Standards Codification Topic 718, Stock Compensation, as modified or supplemented, or FASB ASC Topic 718.

The assumptions

used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 8 to our Consolidated

Financial Statements for the year ended December 31, 2024 included in this Report.

Weichselbaum was appointed as our Chief Financial Officer and Treasurer on May 19, 2025.

Under the Employment Agreement with Mr.

Weichselbaum dated May 15, 2025, Mr.

Weichselbaum’s

annual salary is $60,000.

On May 13, 2025, Mr.

Weichselbaum was granted an option award valued

Yanez served as our Chief Financial Officer and Treasurer until May 19, 2025.

The compensation

Yanez in 2025 included her severance of $53,149, which was paid according to her

Separation Agreement dated May 20, 2025.

represents health insurance premiums paid.

reported option award amounts represent the aggregate grant date fair value of the awards , computed in accordance with Financial Accounting

Standards Board Account Standards Codification Topic 718, Stock Compensation, as modified or supplemented, or FASB ASC Topic 718.

assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 9 to our

Consolidated Financial Statements for the year ended December 31, 2025 included in this Report.

Disclosure to Summary Compensation Table

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receive a base salary of $0.2 million per year, effective August 1, 2023.

On April 1, 2025, Mr.

Aminov’s salary was increased

In the event that Mr.

14 unchanged sentences

Aminov is subject.

August 17, 2023, Mr.

Aminov received a $0.1 million cash bonus net of federal, state, local and income taxes related to the successful

completion of the IPO.

March 26, 2025, the Compensation Committee of the Board of Directors approved an increase to Mr.

Aminov’s base salary to $485,000,

effective April 1, 2025.

December 16, 2025, the Compensation Committee of the Board of Directors approved a cash bonus of $242,258 for Mr.

Aminov, comprising

a Capital Raise Bonus of $161,505 and a Strategic / M&A Achievement Bonus of $80,753, according to recommendations in the 2025 Executive

Compensation & Short and Long-Term Incentive Plans Revised Report, prepared by the Company’s compensation consultant.

March 2024, Mr.

2 unchanged sentences

Aminov’s base salary of $0.08 million, bringing his total annual base salary to $0.28 million.

On December 2 nd , 2024, the Compensation Committee of the Board of Directors approved a milestone payment

in the amount of $0.3 million in connection with the Executive Incentive Program for Mr.

Aminov tied to the completion of drug development

and financing milestones as outlined in the Executive Incentive Program plan.

April 28, 2023, we entered into an employment agreement with Ms.

Yanez pursuant to which Ms.

Yanez will serve as our Chief Financial

Officer on a full-time basis.

Yanez’s employment agreement provides that her employment will be on an at-will basis and

can be terminated by either Ms.

Yanez or our company at any time and for any reason.

Under the agreement, Ms.

Yanez will receive an

initial base salary of $0.17 million per year.

In the event that her employment is terminated by our company without

“Cause” or is terminated by Ms.

Yanez for “Good Reason”, Ms.

Yanez will be entitled to severance

compensation in the form of salary continuation for a period of three months (subject to Ms.

Yanez executing and delivering a

customary general release in favor of the company).

“Cause” is defined in the agreement to include dishonesty,

misappropriation, willful misconduct, breach of the agreement, and other customary matters.

“Good Reason” is defined to

include a material adverse change in Ms.

Yanez’s compensation or duties and level of responsibility.

The employment agreement

also contains customary confidentiality and invention-assignment covenants to which Ms.

Yanez is subject.

August 17, 2023, Ms.

Yanez received a $0.05 million cash bonus net of federal, state, local and income taxes related to the successful

completion of the IPO.

On March 25, 2024, the Compensation Committee of the Board of Directors approved an increase in Ms.

base salary of $0.06 million, bringing her annual base salary to $0.23 million.

June 26, 2024, MIRA Pharmaceuticals, Inc.

(the “Company”) entered into an Amended and Restated Employment Agreement (the

“Amended and Restated Employment Agreement”) that amends and restates the Employment Agreement, dated April 28, 2023, by

and among the Company and Michelle Yanez, the Company’s Chief Financial Officer.

Pursuant to the Amended and Restated Employment

Agreement, Ms.

Yanez will continue to serve as the Company’s Chief Financial Officer part-time at a reduced annual base salary

of $0.14 million.

December 2 nd , 2024, the Compensation Committee of the Board of Directors approved a milestone payment in the amount of $0.3

million in connection with the Executive Incentive Program for Mr.

Aminov tied to the completion of drug development and financing milestones

as outlined in the Executive Incentive Program plan.

May 15, 2025, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr.

Weichselbaum to serve

as chief financial officer beginning on May 19, 2025.

Under the Employment Agreement, Mr.

Weichselbaum will receive an annual salary

March 25, 2024, the Compensation Committee of the Board of Directors approved an increase in Ms.

Yanez’s base salary of $0.06 million,

bringing her annual base salary to $0.23 million.

Yanez and the Company signed a Separation Agreement on May 20, 2025, effective

June 18, 2025.

of Plan-Based Awards in 2025

Future Payouts

Non-Equity Incentive

Future Payouts

Equity Incentive

2,000,000 (4)

$ 300,000 (6)

“Grant Date” represents the date on which the Compensation Committee of the Board took action to grant the applicable

stock awards disclosed in this item consist of options, as issued under our 2022 Omnibus Incentive Plan, which 50% on grant date

and 50% on the first anniversary of grant date.

stock awards disclosed in this item consist of options, as issued under our 2022 Omnibus Incentive Plan, which 50% six months after

grant date and 50% on the first anniversary of grant date.

stock awards disclosed in this item consist of options, as issued under our 2022 Omnibus Incentive Plan, which 50% six months after

grant date and 50% on the first anniversary of grant date.

stock awards disclosed in this item consist of Restricted Stock Units (RSU’s), as issued under our 2022 Omnibus Incentive Plan,

which vest 50% on February 12, 2025 and 50% on June 6, 2025

a cash award that Compensation Committee awarded based on CEO performance

stock awards disclosed in this item consist of options, as issued under our 2022 Omnibus Incentive Plan, which vest 50% on grant date,

and 50% six months from grant date.

equity awards

following table summarizes outstanding unexercised options held by each of our named executive officers, as of December 31, 2024.

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Incentive Plan Awards:

Estimated Future Payouts

Under Non-Equity Incentive

Estimated Future Payouts

Under Equity Incentive

Stock Awards:

Option Awards:

Closing stock

Alan Weichselbaum,

(1) The stock awards disclosed in this item consist of performance-based and

market-based Restricted Stock Units (RSU’s), as issued under our 2022 Omnibus Incentive Plan, which vest based on the following

criteria subject to Board approval and determination:

62,500 RSUs to vest upon the Company’s achievement of a market capitalization

of $25 million;

62,500 RSUs to vest upon the Company’s achievement of a market capitalization of $50 million;

62,500 RSUs to vest

upon the Company’s achievement of a market capitalization of $100 million;

62,500 RSUs to vest upon the Company’s achievement

of a market capitalization of $150 million;

83,500 RSUs to vest upon the Company’s submission of an IND for MIRA-55;

to vest upon the Company’s initiation of a Phase 1 trial for Ketamir-2, and 83,500 RSUs to vest upon the Company’s initiation

of a Phase 2a trial for Ketamir-2.

Following the Board’s and Committee’s determinations that the $25 million market capitalization

threshold was achieved on July 18, 2025 and the $50 million market capitalization threshold was achieved on December 16, 2025, the Company

issued to Erez Aminov, on the respective grant dates of August 15, 2025 and December 12, 2025, $50,000 in cash and 62,500 fully vested

restricted stock units for each grant, with the restricted stock units having aggregate fair market values of $93,750 and $90,625, respectively.

stock awards disclosed in this item consist of options, as issued under our 2022 Omnibus

Incentive Plan, which vested immediately on grant date.

May 13, 2025, Alan Weichselbaum, was granted an option award of 75,000 options valued

The stock awards disclosed in this item consist of options, as issued under our

2022 Omnibus Incentive Plan, which 50% six months after grant date and 50% on the first anniversary

of grant date.

Outstanding equity awards

The following table summarizes outstanding unexercised options

held by each of our named executive officers, as of December 31, 2025.

OPTION AWARDS

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Exercise Prices ($)

Expiration Date

of Shares or Units of Stock That Have Not Vested (#)

Value of Shares or Units of Stock That Have Not Vested ($)

Incentive Plan Awards:

Options Exercise Prices ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Incentive Plan Awards:

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not vested (#)

Exercises and Stock Vested

stock options were exercised by our executive officers during the year ended December 31, 2024.

July 15, 2025, Michelle Yanez, the Company’s former Chief Financial Officer, exercised options to purchase 126,061 shares of the

Company’s common stock.

The Company received $151,023 in net proceeds from this transaction.

On September 12, 2025, Michelle Yanez

exercised options to purchase 98,939 shares of the Company’s common stock.

The Company received $117,019 in net proceeds from this

On September 22, 2025, a former company employee exercised options to purchase 25,000 shares of the Company’s common

The Company received $29,750 in net proceeds from this transaction.

October 16, 2025, Erez Aminov, the Company’s Chairman and Chief Executive Officer, exercised options to purchase 613,595 shares

of the Company’s common stock.

The Company received $590,490 in net proceeds from this transaction.

the year ended December 31, 2025, 6,018,075 options vested with a fair market value of $7,631,318.

Omnibus Incentive Plan

227 unchanged sentences

or listing standards to us, or that may be provided for in any cash or equity award granted by us.

following table sets forth all compensation paid to our Board members during the year ended December 31, 2024:

Earned or Paid in Cash ($)

Awards ($) (1)

Incentive Plan Compensation ($)

in Pension Value and Nonqualified Deferred Compensation Earnings ($)

Other Compensation ($)

Paul Del Giudice

Christopher Chapman

reported amounts represent the aggregate grant date fair value of the awards computed in accordance with Financial Accounting Standards

Board Account Standards Codification Topic 718, Stock Compensation, as modified or supplemented, or FASB ASC Topic 718.

The assumptions

used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 8 to our Consolidated

Financial Statements for the year ended December 31, 2022 included in this Report.

April 28, 2023, we entered into an employment agreement with Dr.

Chapman, as amended on August 28, 2023, and October 13, 2023, pursuant

Chapman served as our Executive Chairman.

Chapman’s employment agreement, as amended, provided that his employment

would be on a part-time basis whereby Dr.

Chapman would devote time and effort to the business and affairs of the company on an as needed

basis, and it further provides that such employment would be on an at-will basis and could be terminated by either Dr.

Chapman or our

company at any time and for any reason.

Under the agreement, Dr.

Chapman would receive a base salary of $0.05 million per year for a

period of 90 days following the October 13, 2023 amendment, and following the 90-day period, Dr.

Chapman’s base salary will increase

to $0.15 million.

In the event that Dr.

Chapman’s employment is terminated by our company without “Cause” or is terminated

Chapman for “Good Reason”, Dr.

Chapman would be entitled to severance compensation in the form of salary continuation

for a period of three months (subject to Dr.

Chapman executing and delivering a customary general release in favor of the company).

is defined in the agreement to include dishonesty, misappropriation, willful misconduct, breach of the agreement, and other customary

“Good Reason” is defined to include a material adverse change in Dr.

Chapman’s compensation or duties and

level of responsibility.

The employment agreement also contains customary confidentiality and invention-assignment covenants to which

Chapman is subject.

Chapman received $0.02 million in compensation related to his employment agreement in 2024.

August 17, 2023, Dr.

Chapman received a $0.05 million cash bonus net of federal, state, local and income taxes related to the successful

completion of the IPO.

March 9, 2024, Dr.

Chapman resigned from our company as Executive Chairman, and as an employee.

compensation was paid to our Board members during the year ended December 31, 2025.

Recovery Policy

29 unchanged sentences

and sole voting power with respect to the shares of common stock set forth opposite such person’s name, except as otherwise indicated.

and Address of Beneficial Owner

and Executive Officers (1)

Nanji Shekhat

current directors and officers as a group (6 persons) (2)

Name and Address of Beneficial Owner

Amount and Nature

of Beneficial

Percentage of

March 28, 2025

Directors and Executive Officers (1)

Alan Weichselbaum

Matthew Whalen

Matthew Del Giudice

Denil Nanji Shekhat

Edward MacPherson

All current directors and officers as a group (6 persons) (2)

5% Stockholders

Brian McNulty (3)

beneficial ownership of less than 1%

otherwise denoted, the address of each noted person is 1200 Brickell Avenue, Suite 1950 #1183, Miami, Florida 33131.

both founders shares and shares subject to options granted under our 2022 Omnibus Plan that are exercisable as of the Beneficial

Ownership Date or within 60 days of the Beneficial Ownership Date held as follows:

Aminov, 2,561,200 shares and Ms.

136,111 shares, , Dr.

both founders shares and shares subject to options granted under our 2022 Omnibus Plan that are exercisable as of the Beneficial Ownership

Date or within 60 days of the Beneficial Ownership Date held as follows:

Aminov, 9,113,241 shares and Mr.

Weichselbaum, 75,000 shares,

Del Guidice, 25,000 shares, Dr.

Shekhat, 133,333 shares, Mr.

MacPherson, 25,000 shares, and all current

officers and directors as a group, 2,256,777 shares.

Excludes shares subject to options granted under our 2022 Omnibus Plan that are

not exercisable within 60 days of the Beneficial Ownership Date.

(i) 10,000 shares held directly by Mr.

McNulty, (ii) 2,540,270 shares held by the Bay Shore Trust, (iii) 779,047 shares held by the

Celeste J Williams Lifetime QTIP Trust, (iv) 1,000,000 shares issuable pursuant to warrants held by the Bay Shore Trust that are

immediately exercisable, and (v) 700,000 shares issuable pursuant to warrants held by MIRALOGX LLC, that are immediately exercisable.

As trustee of the Bay Shore Trust and the Celeste J Williams Lifetime QTIP Trust, Mr.

McNulty has sole voting and dispositive power

over the shares held by each trust, and, as a result is deemed to have beneficial ownership (as determined under Section 13(d) of

the Exchange Act) of the securities held by the trusts.

The address for MIRALOGX LLC and the Bay Shore Trust is 900 West Platt Street,

Suite 200, Tampa, Florida, 33606.

MacPherson, 75,000 shares, and all current officers and directors

as a group, 9,496,574 shares.

Excludes shares subject to options granted under our 2022 Omnibus Plan that are not exercisable within

60 days of the Beneficial Ownership Date.

10,000 shares held directly by Mr.

McNulty, (ii) 2,540,270 shares held by the Bay Shore Trust, (iii) 779,047 shares held by the Celeste

J Williams Lifetime QTIP Trust, (iv) 1,000,000 shares issuable pursuant to warrants held by the Bay Shore Trust that are immediately exercisable,

and (v) 700,000 shares issuable pursuant to warrants held by MIRALOGX LLC, that are immediately exercisable.

As trustee of the Bay Shore

Trust and the Celeste J Williams Lifetime QTIP Trust, Mr.

McNulty has sole voting and dispositive power over the shares held by each trust,

and, as a result is deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities held

by the trusts.

The address for MIRALOGX LLC and the Bay Shore Trust is 900 West Platt Street, Suite 200, Tampa, Florida, 33606.

SECTION 16(A) REPORTS

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any late filings or failures to file.

solely on review of the copies of such reports furnished to us and written representations from reporting persons that no other reports

were required during the fiscal year ended December 31, 2024, we believe that, during the 2023 fiscal year, all of the Company’s

directors and executive officers complied with all Section 16(a) filing requirements applicable to them.

Erez Aminov, CEO and director of the Company, did not report several grants and vesting of

options and RSUs of the Company during the 2025 fiscal year.

Aminov subsequently filed on February 17, 2026 a Form 5 with the

SEC reporting such issuances.

Other than the

above, based solely on review of the copies of such

reports furnished to us and written representations from reporting persons that no other reports were required during the fiscal

year ended December 31, 2025, we believe that, during the 2025 fiscal year, all of the Company’s directors and executive

officers complied with all Section 16(a) filing requirements applicable to them.

Authorized for Issuance Under Equity Compensation Plans

following table indicates shares of common stock authorized for issuance under our 2022 Omnibus Plan as of December 31, 2025:

upon exercise

future issuance

compensation plans approved by security holders

compensation plans not approved by security holders

Plan category

securities to be

issued upon exercise

of outstanding

options and RSU

Weighted- average

exercise price of

outstanding options

remaining available

for future issuance

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Certain Relationships and Related Transactions, and Director Independence.

38 unchanged sentences

amount advanced and outstanding from MIRALOGX was $1.6 million immediately prior to being consolidated into the Bay Shore Note on June

30, 2023, and such amounts became a part of the outstanding balance of the Bay Shore Note as of June 30, 2023 and were payable under the terms of the Bay Shore Note as discussed above.

30, 2023, and such amounts became a part of the outstanding balance of the Bay Shore Note as of June 30, 2023 and were payable under

the terms of the Bay Shore Note as discussed above.

are also a party to an Agreement for Shared Lease Costs, dated April 1, 2023, with MIRALOGX under which we have agreed to pay our pro

32 unchanged sentences

accrued but unpaid interest must be repaid in full on November 15, 2024.

Interest on the amounts borrowed under the loan agreement

accrues at an annual fixed rate of 8%.

We may prepay all or a portion of the outstanding principal and accrued unpaid interest under the

loan agreement at any time without a prepayment fee.

The Company did not borrow any funds from the MIRALOGX loan during the year ended

December 31, 2024 or December 31, 2023 and the Loan Agreement expired on November 15, 2024.

Interest on the amounts borrowed under the loan agreement accrues

at an annual fixed rate of 8%.

We may prepay all or a portion of the outstanding principal and accrued unpaid interest under the loan

agreement at any time without a prepayment fee.

The Company did not borrow any funds from the MIRALOGX loan during the year ended December

31, 2025 or December 31, 2024 and the Loan Agreement expired on November 15, 2024.

and Employment Agreements with Dr.

41 unchanged sentences

Principal Accountant Fees and Services.

aggregate fees billed by Cherry Bekaert LLP for professional services rendered for the audit of our annual financial statements, review

of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years

ended December 31, 2024 and December 31, 2023 totaled $0.08 million and $0.06 million, respectively.

Additionally,

the Company appointed a new audit firm, Salberg & Company P.A (“Salberg”) effective December 19, 2024.

The aggregate

fees billed by Salberg for professional services rendered for the audit of our annual financial statements, and other required filings

with the SEC for the year ended December 31, 2024 totaled $0.05 million

above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

appointed Salberg & Company P.A (“Salberg”) effective December 19, 2024.

Salberg served as our independent auditor for

the years ended December 31, 2025 and December 31, 2024.

The Company also incurred certain fees during the years ended December 31, 2024

for audit services rendered by Cherry Bekaert LLP before appointment of Salberg.

For the year ended December 31

Audit fees, Salberg and Company (1)

Audit fees, Cherry Bekaert LLP (1)

Audit-related fees, Salberg (2)

Audit-related fees, Cherry Bekaert LLP (2)

All other fees(4)

fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements,

the review of the financial statements included in quarterly reports.

Audit-related

aggregate fees billed by Cherry Bekaert LLP for audit-related fees for the years ended December 31, 2024 and 2023 were $0.05 million

and $0.03 million, respectively.

The fees were provided in consideration of services consisting of review and update procedures associated

with registration statements and other SEC filings.

were no fees billed by Salberg & Company P.A for tax services.

fees billed in 2025 and 2024 consist of fees for professional services rendered in connection with review and update procedures associated with registration statements, comfort letters and other SEC filings.

were no tax-related fees billed in 2025 and 2024.

were no other fees billed in 2025 and 2024.

Audit Committee of our board of directors has established its pre-approval policies and procedures, pursuant to which the Audit Committee

13 unchanged sentences

information called for by this Item is incorporated herein by reference to the Exhibit Index in this Form 10-K.

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

(incorporated by reference to Exhibit 3.1 to Form S-1

filed July 28, 2023).

and Restated Bylaws of MIRA Pharmaceuticals, Inc.

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

(incorporated by reference to Exhibit 3.1 to Form S-1 filed July 28, 2023) .

Stock Purchase Warrant, dated April 28, 2023, between MIRA Pharmaceuticals, Inc.

and Bay Shore Trust (incorporated by reference to

Exhibit 4.2 to Form S-1 filed July 28, 2023).

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).

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

Description of Securities of the Registrant

Omnibus Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.1 to Form S-1 filed July 28, 2023).

of Stock Option Award under 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Form S-1 filed July 28, 2023).

of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to Form S-1 filed July 28, 2023).

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

Second Amended and Restated Bylaws of MIRA Pharmaceuticals, Inc.

Common Stock Purchase Warrant, dated April 28, 2023, between MIRA Pharmaceuticals, Inc.

and Bay Shore Trust (incorporated by reference to Exhibit 4.2 to Form S-1 filed July 28, 2023).

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).

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).

Description of Securities of the Registrant (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 10-K/A filed April 17, 2025).

Form of Stock Option Award under 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Form S-1 filed July 28, 2023).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to Form S-1 filed July 28, 2023).

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

(incorporated by reference to Exhibit 10.4 to Form S-1 filed July 28, 2023).

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

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

and MyMD Pharmaceuticals, Inc.

(incorporated

by reference to Exhibit 10.5 to Form S-1 filed July 28, 2023).

(incorporated by reference to Exhibit 10.5 to Form S-1 filed July 28, 2023).

Amendment No.

1, dated April 20, 2023, to Amended and Restated Limited License Agreement between MIRA Pharmaceuticals, Inc.

and MyMD Pharmaceuticals,

and MyMD Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 10.6 to Form S-1 filed July 28, 2023).

1 unchanged sentence

and Erez Aminov (incorporated by reference to Exhibit 10.7 to Form S-1 filed July 28, 2023).

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).

Agreement, dated April 28, 2023, between MIRA Pharmaceuticals, Inc.

and Michelle Yanez (incorporated by reference to Exhibit 10.8

to Form S-1 filed July 28, 2023).

Note and Loan Agreement, dated April 28, 2023, between MIRA Pharmaceuticals, Inc.

and Bay Shore Trust (incorporated by reference

to Exhibit 10.10 to Form S-1 filed July 28, 2023).

Rights Agreement, dated April 28, 2023, between MIRA Pharmaceuticals, Inc.

and Bay Shore Trust (incorporated by reference to Exhibit

10.11 to Form S-1 filed July 28, 2023).

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).

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).

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).

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).

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).

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

and Bay Shore Trust (incorporated by reference to Exhibit 10.10 to Form S-1 filed July 28, 2023).

Registration Rights Agreement, dated April 28, 2023, between MIRA Pharmaceuticals, Inc.

and Bay Shore Trust (incorporated by reference to Exhibit 10.11 to Form S-1 filed July 28, 2023).

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).

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).

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).

At The Market Agreement, dated August 12, 2024, by and between MIRA Pharmaceuticals, Inc.

1 unchanged sentence

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).

of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to Form S-1 filed July 28, 2023).

Trading Policy (incorporated by reference to Exhibit 99.5 to Form S-1 filed July 28, 2023).

of Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 to Form S-1 filed July 28, 2023).

Consent of Cherry Bekaert LLP

Certification

of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of the Interim Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of the Chief Executive Officer pursuant to 18 U.S.C.

Amendment to Employment Agreement, dated May 13, 2025, between MIRA Pharmaceuticals and Erez Aminov (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on May 14, 2025).

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

and Alan Weichselbaum (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on May 21, 2025).

MIRA Pharmaceuticals, Inc.

2022 Omnibus Incentive Plan, as amended and restated.

Merger Agreement, dated September 29, 2025, between MIRA Pharmaceuticals, Inc., MIRAPHARM Acquisition, Inc.

and SKNY Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on September 30, 2025).

License Agreement, dated March 16, 2025, between MIRALOGX LLC and SKNY Pharmaceuticals, Inc.

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to Form S-1 filed July 28, 2023).

Insider Trading Policy (incorporated by reference to Exhibit 99.5 to Form S-1 filed July 28, 2023).

List of Subsidiaries of Registrant.

Consent of Salberg & Company, P.A.

Policy Relating to Recovery of Erroneously Awarded Compensation (filed as Exhibit 97.1 to Form 10-K filed April 1, 2024)

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Interim Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification

of the Interim Chief Financial Officer pursuant to 18 U.S.C.

Certification of the Interim Chief Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Committee Charter (incorporated by reference to Exhibit 99.1 to Form S-1 filed July 28, 2023).

and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.2 to Form S-1 filed July 28, 2023).

Committee Charter (incorporated by reference to Exhibit 99.3 to Form S-1 filed July 28, 2023).

Governance Guidelines (incorporated by reference to Exhibit 99.4 to Form S-1 filed July 28, 2023).

Person Transaction Policy and Procedures (incorporated by reference to Exhibit 99.6 to Form S-1 filed July 28, 2023).

Audit Committee Charter (incorporated by reference to Exhibit 99.1 to Form S-1 filed July 28, 2023).

Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.2 to Form S-1 filed July 28, 2023).

Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to Form S-1 filed July 28, 2023).

Corporate Governance Guidelines (incorporated by reference to Exhibit 99.4 to Form S-1 filed July 28, 2023).

Related Person Transaction Policy and Procedures (incorporated by reference to Exhibit 99.6 to Form S-1 filed July 28, 2023).

XBRL Instance Document

8 unchanged sentences

and furnished to the Securities and Exchange Commission or its staff upon request.

PHARMACEUTICALS, INC.

TO FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm (PCAOB Firm ID 106 )

of Independent Registered Public Accounting Firm (PCAOB Firm ID 42)

Sheets as of December 31, 2024 and 2023

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

of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023

of Cash Flows for the years ended December 31, 2024 and 2023

to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of:

Mira Pharmaceuticals, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of

Mira Pharmaceuticals, Inc.

(the “Company”) as of December 31, 2024, the related statements of operations, changes in stockholders’

equity and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally

accepted in the United States of America.

The financial statements of

the Company as of and for the year ended December 31, 2023, before the retrospective application of the expanded segment disclosure requirements

described in Note 9, were audited by other auditors whose report, dated April 1, 2024, expressed an unqualified opinion, with an explanatory

paragraph expressing substantial doubt regarding the Company’s ability to continue as a going concern, on those statements.

audited the expanded segments disclosures described in Note 9, related to 2023 and the retrospective application of the expanded segment

disclosure requirements described therein.

We were not engaged to audit, review, or apply any procedures to the 2023 financial statements

of the Company other than with respect to the expanded segment disclosures referred to above and, accordingly, we do not express an opinion

or any other form of assurance on the 2023 financial statements taken as a whole.

Going Concern

The accompanying financial statements have been prepared

assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has no revenues,

raised approximately $3.6 million, used approximately $5.6 million of cash in operations and had a net loss of $7.9 million during the

year ended December 31, 2024.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s Plans in regard to these matters are also described in Note 2.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control

over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control

over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

We have served as the Company’s auditor since 2024 .

Boca Raton, Florida

March 28, 2025

2295 NW Corporate Blvd., Suite 240 ● Boca Raton,

FL 33431-7326

(561) 995-8270 ● Toll Free:

(866) CPA-8500

(561) 995-1920

www.salbergco.com ● info@salbergco.com

Member National Association of Certified Valuation

Analysts ● Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide

● Member AICPA Center for Audit Quality

of Independent Registered Public Accounting Firm

the Board of Directors and Stockholders

Pharmaceuticals, Inc.

on the Financial Statements

We have audited the accompanying balance sheet of MIRA Pharmaceuticals,

(the “Company”) as of December 31, 2023, and the related statements of operations, stockholders’ equity (deficit)

and cash flows for the year then ended, and the related notes, but for the disclosures related to segment reporting described in Note

9 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash

flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the disclosures to retroactively apply the implementation

of ASU 2023-07 described in Note 9 and, accordingly, we do not express an opinion or any other form of assurance with regard to Note 9

and the implementation of ASU 2023-07.

The disclosures related thereto for 2023 were audited by other auditors.

accompanying financial statements have been prepared assuming the Company will be able to continue as a going concern.

As discussed in

Note 2 to the financial statements, the Company has incurred recurring net losses and negative operating cash flows since inception.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

plans in regard to these matters are also described in Note 2.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to

be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of

material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of

its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over

financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over

financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We served as the Company’s auditor from 2022 to 2024.

Cherry Bekaert LLP

PHARMACEUTICALS, INC.

current assets

lease, right of use assets

party receivable

AND STOCKHOLDERS’ EQUITY

accounts payable and accrued liabilities

party accrued interest

portion of operating lease liabilities

current liabilities

Stockholders’

Stock, $ 0.0001 par value, 10,000,000 shares authorized and none issued or outstanding.

Stock, $ 0.0001 par value;

100,000,000 shares authorized, 16,560,852 and 14,780,885 shares issued and outstanding at December 31,

2024 and December 31, 2023, respectively.

paid-in capital

( 29,137,721 )

( 21,285,062 )

stockholders’ equity

liabilities and stockholders’ equity

notes to consolidated financial statements

PHARMACEUTICALS, INC.

OF OPERATIONS

Ended December 31,

and administrative expenses

party travel costs

and development expenses

operating costs

income (expense), net

( 3,456,294 )

loss attributable to common stockholders

$ ( 7,852,659 )

$ ( 11,982,343 )

and diluted loss per share

weighted average common stock shares outstanding

notes to consolidated financial statements

PHARMACEUTICALS, INC.

OF CHANGES IN STOCKHOLDERS’ EQUITY(DEFICIT)

Stockholders’

January 1, 2023

$ ( 9,302,719 )

$ ( 596,232 )

of common stock at IPO, net

of common stock conversion of debt

of common stock

Issuance of warrants

( 11,982,343 )

December 31, 2023

( 21,285,062 )

of common stock-ATM, net of offering costs

of short swing disgorgement by Bay Shore Trust

( 7,852,659 )

December 31, 2024

$ ( 29,137,721 )

notes to consolidated financial statements

PHARMACEUTICALS, INC.

OF CASH FLOWS

Ended December 31,

flows from operating activities

$ ( 7,852,659 )

$ ( 11,982,343 )

to reconcile net loss to net cash from operations

interest expense

compensation expense

Non-cash warrant expense

investor relations fees

in operating assets and liabilities:

of use lease, net

accounts payable and accrued expenses

party accrued interest

cash used in operating activities

$ ( 5,560,606 )

$ ( 4,532,403 )

offering costs

under related party line of credit

( 1,142,483 )

from (to) affiliates

received from related party line of credit

Trust short-swing disgorgement

from sale of common stock, less offering costs

cash provided by financing activities

increase (decrease) in cash

( 1,769,635 )

beginning of year

disclosure of cash flow information

paid for interest

paid for income taxes

schedule of non-cash financing activities:

offering costs charged to additional paid-in capital

notes to consolidated financial statements

PHARMACEUTICALS, INC.

CASH FLOW INFORMATION

financing and investing activities:

Company recorded deferred offering costs of $ 32,500 during the year ended December 31, 2024 in association with the At the Market Agreement

and charged these costs to additional paid in capital.

Company recorded the fair value of a total of 1,000,000 shares of common stock issued to Bay Shore Trust during the year ended December

31, 2023 which totaled approximately $ 3.5 million to deferred finance costs.

The Company had amortized approximately $ 0.7 million of

deferred offering costs as non-cash amortization of debt issuances costs in accordance with Generally Accepted Accounting Principles

As of December 31, 2023, this agreement was paid in full.

This resulted in a write-off of unamortized deferred

financing costs, in the amount of $ 2.8 million which was recorded as interest expense.

Company recorded the fair value of a total of 157,170 shares of common stock issued to Bay Shore Trust during the year ended December

31, 2023 totaling approximately $ 1.1 million to record Bay Shore Trust conversions of a line of credit and interest to shares of common

Company recorded the fair value of a total of 35,715 shares of common stock issued to the MZ Group during the year ended December 31,

2023 totaling $ 0.25 million in lieu of fees for investor relation services.

November 15, 2023, the Company entered a warrant agreement and recorded the fair value of a total of 700,000 shares of common stock issued

to MIRALOGX, LLC which totaled $ 1,832,600 to expense.

notes to consolidated financial statements

PHARMACEUTICALS, INC.

TO THE FINANCIAL STATEMENTS

31, 2024 AND 2023

Description of business and summary of significant accounting policies :

Pharmaceuticals, Inc.

MIRA) is a clinical-stage pharmaceutical development company advancing two neuroscience programs targeting

neurologic and neuropsychiatric disorders.

The company holds exclusive rights in the U.S., Canada, and Mexico for Ketamir-2 and MIRA-55,

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.

used herein, the Company’s Common Stock, par value $ 0.0001 per share, is referred to as the “Common Stock” and the

Company’s preferred stock, par value $ 0.0001 per share, is referred to as the “Preferred Stock”.

public offering

August 7, 2023, the Company closed its initial public offering consisting of 1,275,000 shares at a price of $ 7.00 per share for approximately

$ 8.9 million in gross proceeds.

After deducting the underwriting commission and other deferred offering expenses totaling $ 1.2 million,

the net proceeds to the Company were $ 7.7 million (the “IPO”).

shares were offered and sold pursuant to the Company’s Registration Statement on Form S-1, as amended (File No.

333-273024), originally

filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2023 (the “Registration Statement”)

and the final quarterly report filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended.

The Registration

Statement was declared effective by the Commission on August 2, 2023.

The common stock began trading on The Nasdaq Capital Market on

August 3, 2023 under the symbol “MIRA”.

The closing of the IPO occurred on August 7, 2023.

(See Note 8 “Common Stock”).

of the completion of the IPO, among other things, certain of the Company’s then-outstanding convertible debt was converted into

shares of common stock.

See Note 4 for more information.

of Presentation

amounts in the prior year financial statements have been reclassified to conform to the current year presentation.

There is no impact

to total cash flows from operations as a result of this reclassification.

Specifically, the Company reclassed certain non-cash expenses

related to related party line of credit included in “Change in operating assets and liabilities” to “Adjustments to

reconcile net loss to net cash from operations”

Company currently has no source of revenue.

Miscellaneous income, including interest, is recognized when earned by the Company.

Company accounts for income taxes pursuant to the provision of Accounting Standards Codification (“ASC”) 740-10, “ Accounting

for Income Taxes ” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating

deferred income taxes.

The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected

future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.

allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred

asset will not be realized.

PHARMACEUTICALS, INC.

TO THE FINANCIAL STATEMENTS

31, 2024 AND 2023

Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions.

When tax returns are

filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained.

In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the consolidated financial statements

in the period during which, based on all available evidence, management believes it is more likely than not that the position will be

sustained upon examination, including the resolution of appeals or litigation processes, if any.

Tax positions taken are not offset or

aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold are measured at the largest amount

of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority.

The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected

as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would

be payable to the taxing authorities upon examination.

The Company believes its tax positions are all more likely than not to be upheld

upon examination.

As such, the Company has not recorded a liability for uncertain tax benefits.

and development expenses

and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties, such as contract

research organizations and consultants, who conduct research and development activities on behalf of the Company.

Patent-related costs,

including registration costs, documentation costs and other legal fees associated with the application, are expensed in the period in

which they are incurred.

and administrative expenses

and administrative expenses are primarily comprised of personnel costs, marketing expenses, amortization, insurance expenses, professional

services fees, travel and office expenses, and stock-based compensation

Company has accounted for leases under the provisions of FASB ASC Topic 842, “ Leases ”, which requires the Company

to recognize right-to-use (ROU) assets and lease liabilities for operating leases on the balance sheet.

preparation of financial statements in accordance with GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the

financial statements and the reported amounts of expenses during the reporting period.

Actual results may differ from such estimates

and such differences could be material.

Significant estimates during the reporting periods include stock-based compensation and the deferred

tax asset valuation allowance.

Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased,

to be cash equivalents.

The Company maintains cash and cash equivalent balances at two financial institutions that are insured by the

Federal Deposit Insurance Corporation (“FDIC”).

The Company’s account at these institutions are insured by the FDIC

up to $ 250,000 .

On December 31, 2024, the Company had cash in excess of FDIC limits of approximately $ 2.3

To reduce its risk associated with the

failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds

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

which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors and consultants

based on estimated fair values on the grant date.

The Company estimates the fair value of stock-based awards on the date of grant using

the Black-Scholes model.

The value of the portion of the award that is ultimately expected to vest is recognized as expense over the

requisite service periods using the straight-line method.

The Company has elected to account for forfeiture of stock-based awards as

PHARMACEUTICALS, INC.

TO THE FINANCIAL STATEMENTS

31, 2024 AND 2023

Operating Segments

Operating segments are identified as components of an enterprise for which separate discrete financial information

is available for evaluation by the Company’s chief operating decision maker (“CODM”) and relied upon when making decisions

regarding resource allocation and assessing performance.

When evaluating the Company’s financial performance, the CODM reviews

total revenues, total expenses, and expenses by functional classification;

using this information to make decisions on a company-wide

value of financial instruments

Company measures the fair value of financial instruments in accordance with GAAP which defines fair value, establishes a framework for

measuring fair value, and expands disclosures about fair value measurements.

defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal

or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use

of unobservable inputs when measuring fair value.

The Company considers the carrying amount of deferred offering costs to approximate

fair value due to short-term nature of this instrument.

GAAP describes three levels of inputs that may be used to measure fair value:

1 - quoted prices in active markets for identical assets or liabilities.

2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable.

3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

Contingencies

the normal course of business, the Company may be subject to loss contingencies, such as legal proceedings, amounts arising from contractual

arrangements and claims arising out of the Company’s business that cover a wide range of matters, including, among others, government

investigations, shareholder lawsuits, and tax matters.

In accordance with ASC Topic 450, Accounting for Contingencies, (ASC 450),

the Company records accruals for such loss contingencies when it is probable that a liability will be incurred, and the amount of loss

can be reasonably estimated.

The Company, in accordance with this guidance, does not recognize gain contingencies until realized or realizable.

(loss) per share is computed in accordance with ASC Topic 260, “ Earnings per Share ” Basic weighted-average number

of shares of common stock outstanding for the year ended December 31, 2024 and December 31, 2023 include the shares of the Company issued

and outstanding during such period, on a weighted average basis.

The basic weighted average number of shares of common stock outstanding

excludes common stock equivalents such as stock options and warrants, while diluted weighted average number of shares outstanding includes

such stock options and warrants.

As of December 31, 2024 there were 1,763,750 stock warrants and 4,235,666 stock options that were not

included in the computation of diluted earnings per share, because to do so would have an antidilutive effect.

As of December 31, 2023

there was 1,763,750 stock warrants and 1,215,001 stock options that were not included in the computation of diluted earnings per share,

because to do so would have an antidilutive effect.

Accounting Pronouncements

November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, “Improvements to Reportable Segment Disclosures (Topic 280)” which is intended to improve reportable segment disclosure

requirements, primarily through incremental disclosures of segment information on an annual and interim basis for all public entities.

The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly

provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description

of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets.

is to be applied retrospectively to all prior periods presented in the financial statements and is effective for our Annual Report on

Form 10-K for the fiscal year ended December 31, 2024, and interim periods thereafter.

The Company adopted this guidance with no material

impact on its consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40), which requires entities to provide more detailed disaggregation of expenses in the income statement, focusing

on the nature of the expenses rather than their function.

The new disclosures will require entities to separately present expenses for

significant line items, including but not limited to, depreciation, amortization, and employee compensation.

Entities will also be required

to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively,

disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses.

This pronouncement is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning

after December 15, 2027, with early adoption permitted.

The Company does not expect the adoption of this new guidance to have a material

impact on the consolidated financial statements.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

This new standard

requires a company to expand its existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid.

The standard will be effective beginning in fiscal year 2025, with early adoption permitted.

The new standard is expected to be applied

prospectively, but retrospective application is permitted.

We are currently evaluating the impact of ASU 2023-09 on the consolidated

financial statements and related disclosures.

The Company does not expect the adoption of this new guidance to have a material impact

on the consolidated financial statements.

has considered all other recent accounting pronouncements that are issued, but not effective, and it does not believe that they will

have a significant impact on the Company’s results of operations or financial position.

PHARMACEUTICALS, INC.

TO THE FINANCIAL STATEMENTS

31, 2024 AND 2023

Going Concern

accompanying financial statements have been prepared assuming the Company will continue as a going concern which contemplates the realization

of assets and settlement of liabilities and commitments in the normal course of business.

of December 31, 2024, the Company had cash of approximately $ 2.8 million, and historically the Company has had no revenues.

The Company raised capital of approximately $ 3.8 million

in 2024 and used approximately $ 5.6 million

of cash in operations during the year ended December 31, 2024, had a net loss of $ 7.9 million

in 2024 and had stockholders’ equity of approximately $ 2.2 million

at December 31, 2024, versus stockholders’ equity of approximately $ 4.4 million

at December 31, 2023.

Historically,

the Company has been primarily engaged in developing Ketamir-2 and MIRA-55.

During these activities, the Company sustained substantial

The Company’s ability to fund ongoing operations and future clinical trials required for FDA approval is dependent on the

Company’s ability to obtain significant additional external funding in the near term.

Since inception, the Company has financed

its operations through related party financings-see Note 4, and initial public offering – see Note 1.

The Company maintains an

effective shelf registration statement with the SEC for the issuance of shares of common stock under various types of equity offerings,

including the shares of common stock under our ATM equity program (Note 8).

The Company expects to be able to fund operations through

the third quarter of 2025, with the cash on hand.

However, the Company has the ability to issue common stock under its shelf registration

statement to assist in liquidity needs.

of the date of filing this Report, the Company will continue to generate losses and have insufficient cash and cash equivalents on hand

to support its operations for at least the 12 months following the date the financial statements are issued.

These factors raise substantial

doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report.

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise

additional debt and/or equity capital.

The Company is seeking to raise capital through additional debt and/or equity financings to fund

our operations in the future.

If the Company is unable to raise additional capital or secure additional lending in the near future, management

expects that the Company will need to curtail its operations.

These financial statements do not include any adjustments related to the

recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company

be unable to continue as a going concern.

License agreement, related party :

November 15, 2023, the Company and MIRALOGX, LLC, a Florida limited liability company (“MIRALOGX”), entered into an exclusive

license agreement (the “License Agreement”) to develop and commercialize a drug product containing 2-(2- chlorophenyl)-2-(methylamino)

cyclopentan-1-one (sometimes referred to by the Parties as “M209” or “KETAMIR-2”) (“the Product”)

as an active agent in North America.

(the “Territory”).

The exclusive license in the License Agreement includes the right

of the Company to sublicense the licensed intellectual property.

The Company and MIRALOGX have the same founder, who is also our largest

shareholder and thus MIRALOGX is considered a related party.

to the terms of the License Agreement, and subject to the conditions set forth therein, the Company paid MIRALOGX a one-time, nonrefundable

payment of $ 0.1 million upon the signing of the Agreement and will be obligated to pay quarterly royalty payments on sales of the Product

in the Territory of 8% of net sales and 8% of other revenue (such as milestone or sublicense payments) from licensed products.

in consideration of License Agreement, the Company issued to MIRALOGX a Common stock purchase warrant to purchase up to 700,000 shares

of the Company’s common stock (the “MIRALOGX Warrants”).

The MIRALOGX Warrants are exercisable, in whole or in part,

any time prior to November 15, 2028 at a cash exercise price of $ 2.00 per share.

Company and MIRALOGX have made customary representations and warranties in the License Agreement and have agreed to certain other customary

covenants, including confidentiality, cooperation, and indemnity provisions.

Either party may terminate the License Agreement for cause

if the other party materially breaches or defaults in the performance of its obligations, and, if curable, such material breach remains

uncured for 120 days.

Unless earlier terminated, the License Agreement will continue in effect until the last to expire of the patent

rights (the “Term”), unless earlier terminated.

PHARMACEUTICALS, INC.

TO THE FINANCIAL STATEMENTS

31, 2024 AND 2023

Debt, related party :

November 15, 2023, the Company entered into a Promissory Note and Loan Agreement (the “Loan Agreement”) with MIRALOGX.

to the Loan Agreement, the Company could borrow up to $ 3.0 million from MIRALOGX to fund the development of licensed products under the

License Agreement (the “Loan”).

Loan Agreement had a one-year term, and all outstanding principal and accrued but unpaid interest had to be repaid in full on November

However, the Company did not borrow any funds from the MIRALOGX loan during the year ended December 31, 2024 or December 31,

2023 and the Loan Agreement expired on November 15, 2024.

May 2021, the Company entered into a revolving credit facility which allowed for borrowings of up to $ 5 million from Starwood Trust,

a shareholder of the Company.

The facility had an initial term of 24 months (extended to 36 months in March 2023), with a new maturity

date of May 10, 2024 , at which time all outstanding borrowings and accrued interest, if any, were due in full.

Borrowings accrued interest

at a rate of 5 % per annum.

April 2023, the Company entered into a Promissory Note and Loan Agreement with the Bay Shore Trust, a trust established by the largest

shareholder of the Company.

Under this Promissory Note and Loan Agreement (the “Bay Shore Note”), the Company had the right

to borrow up to an aggregate of $ 5 million 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 the Company’s IPO.

Bay Shore Note replaced the revolving credit facility that the Company entered into with Starwood Trust, and pursuant to which the Company

had an outstanding principal balance of $ 0.2 million as of the date of the Bay Shore Note (which outstanding balance was retired

with an advance under the Bay Shore Note).

consideration of the loan facility provided by the Bay Shore Trust, in April 2023, the Company issued to the Bay Shore Trust a common

stock purchase warrant 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.

Pursuant to a registration rights agreement, the Company

registered for resale the shares issuable upon the exercise of the warrant in December 2023.

See Note 8 for additional details related

to these warrants.

July 20, 2023, the Company entered into a conversion agreement with the Bay Shore Trust under which the Bay Shore Trust had agreed to

convert, upon the completion of the IPO, $ 1.1 million of the outstanding principal balance of the Bay Shore Note into shares of the Company’s

common stock at a conversion price equal to the Company’s IPO price, which resulted in the issuance of 157,170 shares to the Bay

On August 14, 2023, the Company paid $ 1.0 million in full to Bay Shore Trust, which was the amount due.

The Company also

paid accrued interest of $ 0.03 million.

Both amounts are recorded in the accompanying statement of operations for the year ended December

31, 2023 as interest expense.

The remaining amount of $ 0.01 million in accrued interest due to Bay Shore Trust was paid as of December

31, 2024, as reflected in the accompanying financial statements, and the Note is no longer active.

PHARMACEUTICALS, INC.

TO THE FINANCIAL STATEMENTS

31, 2024 AND 2023

Related party transactions :

from Related Party - As of the year ended December 31, 2023, the Company paid $ 0.07 million to vendors on behalf of a related party.

During the year ended December 31, 2024, related parties made payments on behalf of the Company in the amount of $ 0.03 million for wages

of personnel working with the Company which is classified as advances from affiliates in the statement of cash flows and offset against

the related party receivable on the balance sheet.

As of December 31, 2024, $ 0.04 million remains outstanding as a related party receivable.

expenses - In April 2021, the Company entered into an airplane lease with an entity under common control that the Company incurred

approximately $ 0.05 million of lease charges per month.

The Company terminated the lease March 31, 2023, without any penalties.

may continue to incur related party travel-related expenses as they occur, which will be recorded in Related Party Travel Costs, in the

statement of operations.

During the year ended December 31, 2023, the Company incurred $ 0.5 million, for travel-related expenses to the

related party for monthly rental charges and airplane-related expenses.

There were no such travel-related expenses in 2024.

agreement - See Note 3.

of credit - See Note 4.

settlement agreement - See Note 8

Company’s former corporate headquarters were located in Baltimore, Maryland, which included a lease for office space.

began in November 2021 and ended April 2024.

The lease was not renewed after April 2024.

In April 2024, the Company moved to a virtual

office model and does not have a physical office space as of December 31, 2024

Company had leased an office in Tampa, Florida, for its finance and general operations, which began in March 2022 for 37 months.

1, 2023, the Company formally terminated the lease with the landlord.

There was a remaining deposit due from the landlord to the Company

of $ 0.005 million, which is recorded in accounts receivable in the accompanying balance sheet as of December 31, 2023.

As of December

31, 2024, the amount was collected.

Company also leased a jet (Note 5) from a related party, which terminated on March 31, 2023.

lease costs primarily include utilities, property taxes, and other operating costs that are passed on from the lessor.

Variable lease

costs in 2023 related to the aircraft include usage expenses, which includes pilot expenses, jet fuel and general flight expenses.

components of lease expense were as follows:

Schedule of Lease Expense

Ended December 31,

PHARMACEUTICALS, INC.

TO THE FINANCIAL STATEMENTS

31, 2024 AND 2023

cash flow information related to leases were as follows:

of Cash Flow Information Related to Leases

Ended December 31,

lease information

Cash paid for amounts

included in the measurement of lease liabilities

cash flows from operating leases

Income taxes :

significant components of the Company’s net deferred tax assets are as follows as of December 31:

of Deferred Tax Assets and Liabilities

operating loss carry-forward

174 Qualified Research Expenditures

tax assets, Gross

valuation allowance

( 6,925,163 )

( 3,613,901 )

tax assets, Net

tax liabilities

net deferred tax asset

in 2022, in accordance with Internal Revenue Code Section 174, Qualified Research Expenditures are capitalized for tax purposes and amortized

over a period of five years.

Accordingly, for income tax purposes, and as of December 31, 2024 and December 31, 2023, the Company has

recorded a deferred tax asset totaling approximately $ 1.2 million and $ 0.5 million, respectively, related to the timing difference between

GAAP and Tax recognition of these expenditures.

components of the provision for income taxes consist of the following:

Schedule of Components of Income Tax Provision

( 3,311,252 )

( 1,829,030 )

in valuation allowance

provision for income taxes

Topic 740 requires that a deferred tax amount be reduced by a valuation allowance if, based on the weight of available evidence it is

more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized.

The valuation

allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized.

has recorded a full valuation allowance against its deferred tax assets generated by net operating loss carryforwards as it has determined

that such amounts may not be recognizable, given the historical losses of the Company to date.

As of December 31, 2024, the Company has

a cumulative federal net operating loss carryforward of approximately $ 18.0 million.

The net operating loss carryforwards have no expiration

PHARMACEUTICALS, INC.

TO THE FINANCIAL STATEMENTS

31, 2024 AND 2023

reconciliation of the statutory U.S.

federal income tax rate to the Company’s effective income tax rate is as follows:

of Reconciliation of Effective Income Tax Rate

Ended December 31, 2024

Benefit at U.S.

Federal Statutory Rate

( 1,649,058 )

Taxes, Net of Federal Benefit

in Valuation Allowance

( 1,320,612 )

actual effective rate

Stockholders’ equity :

Company has the authority to issue 110,000,000 shares of capital stock, consisting of 100,000,000 shares of Common Stock and 10,000,000

shares of undesignated preferred stock (as amended and restated on June 28, 2023), whose rights and privileges will be defined by the

Board of Directors when a series of preferred stock is designated.

June 28, 2023, the Company completed a 1-for-5 reverse stock split of its outstanding common stock upon the filing of the Company’s

Third Amended and Restated Articles of Incorporation with the Florida Secretary of State.

No fractional shares were issued in connection

with the reverse stock split, and all such fractional shares resulting from the reverse stock split were rounded up to the nearest whole

The shares issuable upon the exercise of our outstanding options and warrants, and the exercise prices of such options and warrants,

have been adjusted to reflect the reverse stock split.

All share and per share information in the accompanying financial statements have

been retrospectively adjusted to reflects the reverse stock split.

IPO in August 2023, 1,275,000 shares of the Company’s common stock were issued at a price of $ 7.00 per share which resulted in

gross proceeds of $ 8.9 million and net proceeds of $ 7.7 million to the Company after the underwriter discount but before other IPO

related expenses.

Additionally,

the Company issued its former investor relations firm $ 0.25 million worth of restricted common stock upon closing of the IPO, which resulted

in issuance of 35,715 shares of stock.

August 12, 2024, the Company filed a shelf registration statement with the SEC to facilitate the issuance of our common stock and entered

into an At The Market Offering Agreement (the “ATM Agreement”) with Rodman & Renshaw LLC (the “Manager”),

under which the Company may offer and sell shares of its Common Stock, with an aggregate offering amount sold of up to $ 19,268,571 .

September 24, 2024, the Company filed a prospectus supplement to amend the shelf registration statement to update the maximum amount

eligible to be sold under the ATM Agreement to $ 75 million.

As of December 31, 2024, under the ATM Agreement, the Company has sold 1,779,967 shares

of Common Stock in 2024 at an average price per share of $ 1.65 and received net proceeds of approximately $ 3.6 million, after

deducting commissions and other fees of $ 0.13 million.

PHARMACEUTICALS, INC.

TO THE FINANCIAL STATEMENTS

31, 2024 AND 2023

settlement agreement

April 24, 2024 the Company settled a claim submitted by certain shareholders under Section 16 of the Securities Exchange Act involving

the Company that claimed illegal profits were earned on stock transactions involving insiders of the Company.

After investigation, the

Company informed the insider, Bay Shore Trust, of the claim and came to agreement with the shareholders, whereby requiring the disgorgement

of profits by the insider back to the Company in the amount of $ 148,703 , which was recorded in additional paid in capital in the accompanying

financial statements.

Omnibus Incentive Plan

June 2022, the Company’s Board of Directors adopted, and its stockholders approved, the Company’s 2022 Omnibus Incentive

Plan, as amended and restated in August 2023, (“2022 Omnibus Plan”).

The 2022 Omnibus Plan authorizes the grant of incentive

stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Company’s employees and any of its parent

and subsidiary corporations’ employees, and for the grant of non-statutory stock options, restricted stock, restricted stock units,

stock appreciation rights, performance units and performance shares to the Company’s employees, directors, and consultants and

any of its future subsidiary corporations’ employees and consultants.

On September 12, 2024, the Company held its 2024 Annual Meeting

of Stockholders (the “Annual Meeting”) in which it was voted upon to increase the shares provided under the plan from 2,000,000

shares to 5,000,000 shares as summarized below.

2022 Omnibus Plan provides that 5,000,000 shares of the Company’s Common Stock are reserved for issuance under the 2022 Omnibus

Plan, all of which may be issued pursuant to the exercise of incentive stock options.

fair value of each option award is estimated on the grant date using the Black-Scholes valuation model that uses assumptions for expected

volatility, expected dividends, expected term, and the risk-free interest rate.

Expected price volatility is based on the historical

volatilities of a peer group as the Company does not have a trading history for its shares prior to its IPO.

Industry peers consist of

several public companies in the biotech industry similar to the Company in size, stage of life cycle and product indications.

intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical

information regarding the volatility of the Company’s own stock price becomes available, or unless circumstances change such that

the identified companies are no longer similar to the Company, in which case, more suitable companies whose share prices are publicly

available would be utilized in the calculation.

term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of

the vesting term plus contract term.

The risk-free rate is based on the 5-year U.S.

Treasury yield curve in effect at the time of grant.

The Company recognizes forfeitures as they occur.

the year ended December 31, 2024, a total of 3,599,000 options to purchase Common Stock, with an aggregate fair market value of approximately

$ 2.79 million were granted to the Company’s executive officers, management, and consultants of the Company.

Options have a term

of 10 years from the grant date.

These options vest in various terms ranging from immediate vesting upon grant to the second anniversary

of the grant date.

of December 31, 2024 options exercisable totaled 2,348,720 .

The Company recognized approximately $ 1.9 million in stock-based compensation

There was approximately $ 1.5 million of unrecognized compensation cost related to unvested share-based compensation awards granted.

These costs will be expensed through the second quarter of 2026.

PHARMACEUTICALS, INC.

TO THE FINANCIAL STATEMENTS

31, 2024 AND 2023

following is option activity during the year ended December 31, 2024 and 2023:

Schedule of Stock

Option Activity

Average Exercise Price Per Share

Average Remaining Contractual Life (Years)

Intrinsic Value

as January 1, 2023

as December 31, 2023

as December 31, 2024

December 31, 2024

assumptions used to value stock options during the year ended December 31, 2024 are as follows:

Schedule of Key Assumptions Used to Value Stock Options

58.46 - 152.45 %

interest rate

3.49 - 4.56 %

Exercise Price

0.71 - $ 1.57

the year ended December 31, 2024, a total of 500,000 restricted stock units (“RSU”), with an aggregate fair market value

of approximately $ 0.6 million were granted to the Company’s Chief Executive Officer under the 2022 Omnibus Incentive Plan.

RSU’s vest as follows:

(i) 50 % on February 12, 2025 (ii) 50 % at 6-month anniversary of date of grant.

The awards were fair valued

using the closing price of the stock of $ 1.19 on December 6 th , 2024.

of December 31, 2024, there was approximately $ 0.5 million unrecognized compensation cost related to unvested RSU’s awards granted.

These costs will be expensed in 2025.

MIRA PHARMACEUTICALS, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

following is RSU activity during the year ended December 31, 2024:

of Restricted Stock Unit Activity

of Restricted Shares

as December 31, 2023

as December 31, 2024

connection with various transactions and the IPO summarized below, the Company issue stock warrants.

Warrant activity for the year ended

December 31, 2024 is summarized below:

OF WARRANT ACTIVITY

Outstanding as January 1, 2023

Outstanding as December 31, 2023

Outstanding as December 31, 2024

December 31, 2024

Company issued to MIRALOGX a common stock purchase warrant on November 15, 2023 giving MIRALOGX the right to purchase up to 700,000 shares

of common stock at an exercise price of $ 2.00 per share.

This warrant will expire five years after the date of grant.

fair value of the warrants were estimated on the grant date using the Black-Scholes valuation model and level 3 inputs based on assumptions

for expected volatility, expected dividends, expected term, and the risk-free interest rate, which resulted in $ 1.8 million of warrant

This cost was recorded in General and Administrative expenses on the accompanying statement of operations and additional paid

in capital on the accompanying balance sheet as of December 31, 2023

assumptions used to value warrants in November 2023 are as follows

of Key Assumptions Used to Value Underwriter Warrants

price volatility

interest rate

Market Value of underlying Common Stock

Term in years

MIRA PHARMACEUTICALS, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Shore Trust warrants

consideration of the line of credit provided by the Bay Shore Trust, the Company 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.

This warrant will expire five years after the date of grant.

There are 1,000,000 warrants outstanding at December

fair value of the warrants were estimated on the grant date using the Black-Scholes valuation model and level 3 inputs based on assumptions

for expected volatility, expected dividends, expected term, and the risk-free interest rate, which resulted in $ 3.5 million of deferred

financing costs.

This cost was recorded as deferred financing costs and additional paid in capital on the accompanying balance sheet

and is amortized straight-line over the term of the line of credit (which is 24 months).

Associated amortization of deferred finance

costs is recorded to interest expense on the 2023 condensed income statement of operations.

to the IPO, the Bay Shore Trust line of credit was paid in full early, resulting in $ 2.8 million remaining in deferred financing costs.

These costs were recorded as interest expense on the accompanying statement of operations with the offsetting entry clearing the balance

of amortization in deferred finance costs.

assumptions used to value warrants in April 2023 are as follows

of Key Assumptions Used to Value Underwriter Warrants

price volatility

interest rate

Market Value of underlying Common Stock

Term in years

connection with the IPO, the Company issued 63,750 warrants to purchase common stock to the IPO underwriter (or its designees) at an

exercise price of $ 7.00 which will expire in the four-and-a-half-year period commencing six months after the commencement of sales in

The warrants will be exercisable at any time and from time to time, in whole or in part, during the four-and-a-half-year period

commencing six months after the commencement of sales in the IPO.

The warrants provide for registration rights (including a one-time

demand registration right and piggyback registration rights that expire 5 years from the commencement of sales of the offering) and customary

anti-dilution provisions as permitted under FINRA Rule 5110(g)(8).

assumptions used to value underwriter warrants in August 2023 were as follows:

of Key Assumptions Used to Value Underwriter Warrants

price volatility

interest rate

Market Value of underlying Common Stock

Term in years

MIRA PHARMACEUTICALS, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Segment Information

Company operates in one reportable segment related to the development and commercialization of pharmaceuticals targeting neurologic and

neuropsychiatric disorders.

The CODM for the Company is the Chief Executive Officer (the “CEO”).

The Company’s CEO

reviews operating results on an aggregate basis and manages the Company’s operations as a whole for the purpose of evaluating financial

performance and allocating resources.

Accordingly, the Company has determined that it has a single reportable and operating segment structure.

The CEO uses aggregate net loss to allocate resources in the annual budgeting and forecasting process and also uses that measure as a

basis for evaluating financial performance regularly by comparing actual results with established budgets and forecasts.

accounting policies of the Company’s single segment are the same as those described in the summary of significant accounting policies

within Note 1.

The CEO assesses performance for the Company and decides how to allocate resources based on the aggregate net loss that

is also reported on the income statement as net loss.

The measure of segment assets is reported on the balance sheets as total assets.

table below provides information about the Company’s revenue, significant segment expenses and other segment expenses.

of Segment Expenses and Other Segment Expenses

Years Ended December 31,

Less segment expenses:

Research and development

General and administrative

Loss from operations

Interest income (expense)

( 3,456,294 )

Segment Net loss

Subsequent Events

Acquisition Letter of Intent

On March 19, 2025, MIRA Pharmaceuticals, Inc.

“Company”) entered into a binding letter of intent (the “LOI”) with SKNY Pharmaceuticals, Inc.

a privately held Delaware corporation, to acquire SKNY through a stock exchange transaction (the “Acquisition”).

The acquisition

will bring SKNY-1, a novel oral drug candidate targeting weight loss and smoking cessation—two of the leading causes of preventable

death—into MIRA’s development pipeline.

As part of the agreement, SKNY will provide a $ 5 million capital infusion in cash

or cash equivalents, further strengthening MIRA’s financial position and supporting future growth initiatives.

SKNY holds exclusive rights to its compounds in the

United States, Canada, and Mexico which is license from Miralogx, a related party of the Company.

Under the terms of the LOI, SKNY will

merge into the Company through a stock exchange, with each outstanding share of SKNY’s common stock being exchanged for shares of

MIRA’s common stock.

The exact exchange ratio will be determined by an independent third-party valuation firm (the “Independent

Valuator”) based on the relative values of both companies.

The completion of the Acquisition is contingent upon the Independent

Valuator determining that SKNY’s valuation is at least equal to or greater than that of the Company.

Both parties have agreed to a 90-day mutual due diligence period, during

which they will work in good faith to negotiate and execute a definitive stock purchase agreement and any related transaction documents.

Upon completion of the Acquisition, all of SKNY’s assets, including its drug candidates, will become wholly owned by MIRA, further

expanding the Company’s development pipeline

January 1, 2025 through March 28, 2025, under the ATM Agreement, the Company sold and issued 2,802 shares of Common Stock at

an average price per share of $ 1.33 , and received net proceeds of approximately $ 0.003 million, after deducting commissions and

other fees of $ 0.0003 million.

accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the

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Executive Officer)

Michelle Yanez

Alan Weichselbaum

Financial Officer

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Executive Officer and Chairman

Michelle Yanez

Alan Weichselbaum

Financial Officer

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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 9A. Controls and Procedures