What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2025-03-28 compared with 2024-04-01 · 104 added, 148 removed, 191 unchanged (57% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

common stock began trading August 3, 2023, on The Nasdaq Capital Market under the symbol “MIRA.”

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

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

of Common Stock

of March 28, 2025, we had approximately 55 holders of record of our common stock.

dividends have been paid on the common stock to date.

We currently intend to retain earnings for further business development and do

not expect to pay cash dividends in the foreseeable future.

No cash dividends have been paid on the common

stock to date.

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

foreseeable future.

Authorized for Issuance Under Equity Compensation Plans

15 unchanged sentences

for any period in the future.

are a pre-clinical-stage pharmaceutical development company with two neuroscience programs targeting a broad range of neurologic and

neuropsychiatric disorders.

We have an exclusive licensing agreement for Ketamir-2, a unique, patent pending novel oral ketamine analog

under investigation to potentially deliver ultra-rapid antidepressant effects, providing hope for individuals battling treatment-resistant

depression (TRD), major depressive disorder with suicidal ideation (MDSI) and potentially post-traumatic stress disorder (PTSD).

Additionally,

our novel oral pharmaceutical marijuana, MIRA-55, is currently under investigation for treating adult patients suffering from anxiety

and cognitive decline, often associated with early-stage dementia.

MIRA-55, if approved by the FDA, could mark a significant advancement

in addressing various neuropsychiatric, inflammatory, and neurologic diseases and disorders.

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

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

Additionally, we have filed the

required paperwork for MIRA-55 to be evaluated by the U.S.

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.

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

early February 2024, we made a significant discovery during the manufacturing and scale-up process of our patented molecule known as

“MIRA1a,” which we had been utilizing with a contract manufacturer.

Through this process, we identified a novel and improved

version of the molecule, MIRA-55.

MIRA-55 exhibits enhanced potency and holds promise for improved efficacy compared to MIRA1a.

part of our due diligence and subsequent testing, we discovered that the pre-clinical studies we conducted, previously attributed to

MIRA1a, were in fact performed on MIRA-55.

Following this revelation, we promptly filed a provisional patent for MIRA-55, which encompasses

all pre-clinical studies disclosed in our two registration statements on Form S-1, declared effective on August 2, 2023 and December

27, 2023 (File Nos.

333-273024 and 333-276118, respectively).

based on our pre-clinical analyses to date, we believe that MIRA-55 is an improvement over MIRA1a in that it displays enhanced potency

and potential for efficacy.

In early March 2024, we filed a provisional patent application for MIRA-55, aiming for global patent protection.

If such patent is issued, we would own the patent rights to both MIRA1a and MIRA-55.

Based on our discoveries to date, we have decided to advance MIRA-55

as our lead compound for our oral pharmaceutical marijuana drug candidate while still retaining our rights to MIRA1a.

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

7 unchanged sentences

Research and development expenses consist primarily of the following:

and benefits;

research and manufacturing;

arrangements;

expenses incurred to advance our research and development activities.

contracted research and manufacturing;

patent-related costs;

consulting arrangements;

other expenses incurred to advance our research and development activities.

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

18 unchanged sentences

research and development expense.

Legal costs include general corporate legal fees and patent costs.

Legal costs include general corporate legal fees.

We expect to incur additional expenses

3 unchanged sentences

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

and administrative expenses

party travel costs

and development expenses

operating costs

General and administrative expenses

Related party travel costs

Research and development expenses

Total operating costs

Interest expense, net

Net loss attributable to common stockholders

income (expense), net

loss attributable to common stockholders

$ (7,852,659 )

$ (11,982,343 )

Basic and diluted loss per share

Weighted average common stock shares outstanding

and diluted loss per share

average common stock shares outstanding

and Administrative Expenses .

1 unchanged sentence

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

General and administrative expenses are composed primarily of compensation, insurance,

professional fees, stock-based compensation, administration and other related costs.

The increase is primarily due to an increase in

stock-based compensation, debt issuance costs, and compensation related to the IPO efforts of the executive team.

General and administrative expenses in 2024 consisted of stock compensation expense

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

and general corporate expenses of $1.0 million and insurance expenses of $0.5 million.

The decrease in general and administrative expenses

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

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

Party Travel Costs .

We incurred $0.4 million and $1.7 million in related party travel costs during the year ended December 31, 2023

and December 31, 2022 respectively.

Related party travel costs consisted of a lease and use of an airplane with an entity under common

The decrease in related party travel costs in 2023 is due to the termination of the lease in March 2023.

We incurred $3.5 million, net in interest expense and interest income during the year ended December 31, 2023, and $0.01

million interest expense during the year ended December 31, 2022, respectively.

Interest expense during 2023 included $2.8 million of

write-off of unamortized deferred financing costs, $0.44 million of debt issuance costs and $0.02 million of interest income.

The remaining 2023 and 2022

interest expense consists of accrued interest on a related party line of credit.

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

There were no

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

Related party travel costs consisted of a lease and use

of an airplane with an entity under common control.

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

airplane and there were no further costs incurred.

income (expense) .

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

of income earned from funds in a money market account.

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

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

costs, offset by $0.02 million of interest income.

and Development Expenses.

During the year ended December 31, 2024, we incurred $3.3 million in research and development expenses,

which were primarily related to initial payments for toxicology studies, consultants and stock compensation.

We incurred $2.4 million

in research and development expenses during the three months ended December 31, 2022, relating to initial payment for toxicology study

Research and development expenses include pre-clinical, toxicology and consultant expenses.

Major components of research and development

expenses during the year ended December 31, 2023 are as follows:

R&D consultants

$ 0.25 million

$ 0.37 million

R&D toxicology

$ 0.21 million

R&D stock compensation

$ 0.74 million

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

During the year ended December 31, 2023,

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

consultants and stock compensation.

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

and submission.

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

stock compensation

and Capital Resources

3 unchanged sentences

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

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

We may enter into new licensing and commercial

partnership agreements.

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

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

Under this Promissory Note and

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

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

initial public offering.

Our right to borrow funds under the Bay Shore Note is subject to the absence of a material adverse change

in our assets, operations, or prospects.

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

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

The Bay Shore Note will

accrue interest at a rate equal 7% per annum, simple interest, during the first year that the note is outstanding and 10% per annum,

simple interest, thereafter.

The Bay Shore Note is unsecured.

As of December 31, 2023, the Bay Shore Note was paid in full except

for an unpaid interest balance of $.01 million.

In consideration of

the loan facility provided by the Bay Shore Trust, we issued to the Bay Shore Trust a common stock purchase warrant on April 28,

2023, giving the Bay Shore Trust the right to purchase up to 1,000,000 shares of common stock at an exercise price of $5.00 per

share, which warrant will expire five years after the date of grant.

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

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

August 12, 2024, the Company filed a shelf registration statement on Form S-3 with the SEC.

The terms of any offering under the shelf

registration statement will be established at the time of such offering and will be described in a prospectus supplement filed with the

SEC prior to completion of any such offering

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

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

Under this Promissory Note and Loan

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

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

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

or prospects.

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

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

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

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

Shore Note is unsecured.

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

In consideration of the loan facility provided

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

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

years after the date of grant.

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

19 unchanged sentences

As of December

31, 2023, we had cash and cash equivalents of approximately $4.6 million and working capital of $4.4 million.

We currently expect that

our cash and cash equivalents be sufficient to fund our operations, development plans, and capital expenditures through at least the

fourth quarter of 2024.

31, 2024, we had cash and cash equivalents of approximately $2.8 million.

We currently expect that our cash and cash equivalents be sufficient

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

did not have any material non-cancellable contractual obligations as of December 31, 2024.

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

Year ended December 31,

Net cash provided by (used in):

Operating activities

ended December 31,

cash provided by (used in):

$ (5,560,606 )

$ (4,532,403 )

Financing activities

Net change in cash

change in cash

$ (1,769,635 )

Cash Used in Operating Activities

cash used in operating activities resulted primarily from our net losses, stock-based compensation expense, amortization of debt issuance

costs and changes in components of accounts payable and accrued liabilities.

For the year ended December 31,

2023, operating activities used $4.5 million of cash, primarily due to a net loss of $12 million, a $0.6 million change in accounts payable,

accrued and prepaid expenses, offset by $2.5 million in stock-based compensation expense, $0.7 million in amortization of debt issuance

costs, $3.5 million of interest expense, and $1.1 million of repayments under related party line of credit.

Interest expense, net

was primarily composed of warrant expense and line of credit expense, offset by interest income.

Accounts payable, accrued and prepaid

expenses was primarily composed of research and development payables, consultant costs, insurance costs and investor relations expenses.

the year ended December 31, 2022, operating activities used $5.6 million of cash, primarily due to a net loss of $7.1 million, a $0.06

million change in accounts payable, accrued and prepaid expenses, offset by $1.3 million in stock-based compensation expense.

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

of accounts payable and accrued liabilities.

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

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

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

and investor relations expenses.

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

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

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

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

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

costs and investor relations expenses.

Cash Provided by Financing Activities

For the year ended December 31,

2023, financing activities provided $8.8 million of cash, resulting primarily from $7.7 million in proceeds from sale of common stock,

less offering costs and $2.1 million in advances from related party line of credit, offset by $1.1 million of repayments under related party line of credit.

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

from sale of common stock, less offering costs, offset by $0.16 million of repayments under related party line of credit.

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

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

advances from related party.

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

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

of repayments under related party line of credit.

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

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

21 unchanged sentences

believe that we have sufficient resources available to support our development activities and business operations and timely satisfy

our obligations as they become due into the fourth quarter of 2024.

our obligations as they become due into the third quarter of 2025.

We do not have sufficient cash and cash equivalents as of the date

24 unchanged sentences

description of recently issued and adopted accounting pronouncements that may potentially impact our financial position and results of

operations is disclosed in Note 8 to our financial statements appearing at the end of this

operations is disclosed in Note 1 to our financial statements appearing at the end of this Report.

Sheet Arrangements

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

of Critical Accounting Policies

are a C corporation.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between

the financial statement carrying amount of existing assets and liabilities and their respective tax bases.

Deferred tax assets are recognized

for temporary differences that will result in deductible amounts in future years and for loss carryovers.

A valuation allowance is recognized

regarding deferred tax assets, if any, if it is more likely than not that some portion of the deferred tax asset will not be realized.

Summary of Critical Accounting Policies and Estimates

and development expenses

4 unchanged sentences

are incurred.

preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires

our 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.

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

30 unchanged sentences

and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31,

2028, (b) the last date of our fiscal year in which we had total annual gross revenue of at least $1.07 billion, (c) the date

on which we are deemed to be a “large accelerated filer” under the rules of the SEC or (d) the date on which we have issued

more than $1.0 billion in non-convertible debt securities during the previous three years.

will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2028, (b) the last date of our fiscal

year in which we had total annual gross revenue of at least $1.07 billion, (c) the date on which we are deemed to be a “large accelerated

filer” under the rules of the SEC or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities

during the previous three years.

Quantitative and Qualitative Disclosures About Market Risk.

reporting companies are not required to provide the information required by this item.

Financial Statements and Supplementary Data.

Consolidated Financial Statements and Notes thereto and the report of Cherry Bekaert, our independent registered public accounting firm

677 ), are set forth on pages F-1 through F-22

of this Report.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity