What changed in this filing

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Item 9A. Controls and Procedures

2025-03-28 compared with 2024-04-01 · 868 added, 953 removed, 1028 unchanged (64% of the section changed)

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of Disclosure Controls and Procedures

have established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that

we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms and is accumulated and communicated to management, including the principal executive officer (our Chief Executive Officer)

and principal financial officer (our Chief Financial Officer), to allow timely decisions regarding required disclosure.

management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has

evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the

Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Management recognizes that any disclosure

controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their

Our disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and

procedures were not effective at the end of fiscal year 2023.

management, our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer)

(the “Certifying Officers”), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules

13a-15(e) or 15d-15(e) under the Exchange Act) as of December 31, 2024.

The term “disclosure controls and procedures,” as

defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to

ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded,

processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the

reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including

its principal executive and principal accounting officers, or persons performing similar functions, as appropriate to allow timely decisions

regarding required disclosure.

Our management recognizes that any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating

the cost-benefit relationship of possible controls and procedures.

The Certifying Officers have concluded, based on their evaluation

as of the end of the period covered by this Report, that our disclosure controls and procedures were effective to provide reasonable

assurance that the objectives of our disclosure control system were met.

Annual Report on Internal Control over Financial Reporting

of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section

13a-15(f) of the Securities Exchange Act of 1934, as amended).

Internal control over financial reporting is a process designed by, or

under the supervision of, the Company’s principal financial officer to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of the Company’s financial statements for external reporting purposes in conformity with

generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records

that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company;

(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.

of December 31, 2024, management conducted an assessment of the effectiveness of the Company’s internal control over financial

reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations

(COSO) of the Treadway Commission.

Based on the criteria established by COSO management concluded that the Company’s internal control

over financial reporting was effective as of December 31, 2024.

Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal

control over financial reporting as smaller reporting companies are not required to include such report and emerging growth companies

(“EGC’s”) are exempt from this requirement entirely until they are no longer an EGC.

Management’s report is not

subject to attestation by the Company’s independent registered public accounting firm.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2023 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report on Internal Control Over Financial Reporting

annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation

report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange

Commission for newly public companies.

were no additional changes in our internal control over financial reporting (as defined in Rule 13(a)-15(f) of the Exchange Act) that

occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

Other Information.

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Directors, Executive Officers and Corporate Governance.

2024 Changes to Our Management and Board of Directors

Restructuring

of the Board of Directors

March 9, 2024, after a series of discussions between our board of directors (the “Board”) and senior management regarding

the need to have additional scientific expertise among the members of the Board, Ms.

Talhia Tuck, Mr.

Brad Kroenig and Mr.

each voluntarily resigned from the Board, effective immediately.

This action allowed the remaining members of the Board to appoint new

members of the Board, as discussed below.

The resignations of Ms.

Kroenig, and Mr.

McColl were not the result of any disagreement

with our company on any matter relating to its operations, policies or practices.

on March 9, 2024, Dr.

Chris Chapman notified the Board and senior company management of his resignation both as Executive Chairman and

as an employee of our company, effective immediately, citing his desire to focus his time on his role as Chairman and Chief Executive

Officer of Telomir Pharmaceuticals, Inc., given the recent initial public offering of that company.

Chapman’s resignation was

not the result of any disagreement with our company on any matter relating to its operations, policies or practices.

March 13, 2024, the remaining members of the Board (Erez Aminov and Michael Jerman) unanimously

approved the appointment of (i) Mr.

Aminov, our Chief Executive Officer, as Chairman of the Board and (ii) Dr.

Shekhat and Mr.

Edward MacPherson as members of the Board, to fill the vacancies on the Board occasioned by the resignations

from the Board described above, for a term expiring at our 2024 annual meeting of shareholders.

of Chief Science Officer

are focused on strengthening our clinical and regulatory development expertise with a view towards a future IND for one of our product

As part of this development, on March 7, 2024, following discussions with our management, Adam Kaplin, M.D., Ph.D.

from his position as President and Chief Scientific Officer of the company to pursue other business endeavors, effective immediately.

As described under “Key Consultants” below, in light of Mr.

Kaplin’s resignation,

we expanded the role of an existing consultant to assist in clinical and regulatory affairs.

Directors and Executive Officers

directors and executive officers and their ages as of the date of this Report are as follows:

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in September 2021.

Locate Venture is a strategy

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

Locate Venture is a strategy and

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

Prior to founding Locate Venture Corp.,

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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 since

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

since May 2022.

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

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

Since May 2022, Ms.

Yanez is part-time Corporate Controller at Telomir Pharmaceuticals, Inc., a publicly traded pre-clinical-stage pharmaceutical

company, focusing on the development and commercialization of therapeutic treatment for human stem cells (Nasdaq:

From May 2002

until its acquisition in April 2022, Ms.

Yanez held various positions, including the Director of Financial Reporting, of 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

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

INTI), a publicly traded pharmaceutical

development company focused on therapeutics for certain cancers and non-cancerous proliferation disorders, since December 2022.

Yanez is a member of the Institute of Management Accountants and a member of the SEC Professionals Group.

Yanez received her

MBA degree cum laude from Rutgers Business School.

Jerman, CPA joined our company as a director in December 2023.

He also serves as a member of the board of directors of Inhibitor Therapeutics,

Jerman has served as the managing partner at Hollywell Partners, a professional accounting and finance consulting

firm, since May 2019, and has provided chief financial officer and other services to multiple private equity-backed companies in the

energy, SaaS, and manufacturing industries.

Prior to his role with Hollywell Partners, he was a Director with PwC in the US and UK from

January 2007 to August of 2019 and was a Captain with the United States Air Force from July 2003 to June 2015.

He has led global public

and private client engagements in the industries of retail and consumer, energy, utilities and mining, and transportation and logistics.

Jerman has significant experience in client equity and debt offerings, business combinations inclusive of public listing and reporting

requirements, initial valuations and ongoing goodwill impairment analyses, share-based awards, restructuring, and global taxes, as well

as stakeholder management, specifically with board and management presentation experience to include annual and quarterly requirements,

fee negotiations, technical accounting and finance discussions, and fraud and non-compliance investigations.

Jerman has specialized

in rapid project mobilization and deployment of skilled resources for emergency issues, design, and implementation of small to large

scale assurance requirements and advisory projects.

Jerman’s additional experience includes leading PwC’s data acquisition

methods and tools, client acquisitions and systems implementations to include new SOX-compliant control plan implementations across multiple

systems, leading co-sourced internal audit projects, and time spent driving PwC’s lean efficiency initiatives.

member of the PwC national office within the SEC PCAOB quality group supporting Europe and the EMEA regions with complex accounting and

audit consultations.

He earned a B.S.

in accounting from the University of South Florida, an M.S.

in accounting from the University of

Tampa, and an M.B.A.

from the University of Oxford.

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.

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

Whalen currently serves as the Chief Financial Officer of Power Digital Marketing Inc., an industry leading digital marketing agency,

where he has driven significant revenue growth and led key financial transactions.

Specifically, Mr.

Whalen oversees the finance team,

manages tax and audit relationships, and handles treasury management.

Prior to joining Power Digital, from 2010 to May 2021, Mr.

was the Chief Financial Officer of MRC Smart Technology Solutions, a subsidiary of Xerox Corporation where he played a pivotal role in

growing the company’s revenue and managed diverse teams across multiple departments.

Whalen holds a B.A.

in Accounting from

the University of San Diego and is a Certified Public Accountant in California.

Whalen has also served on the Finance Committee of

United Way San Diego.

We believe that Mr.

Whalen is qualified to serve as one of our directors based on his extensive experience in finance

and as a Certified Public Accountant.

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

(Nasdaq TELO)

Matthew Paul Del Giudice joined our company as a director in March 2024.

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Macpherson holds a BA in Economics from Gettysburg College.

March 13, 2024, we entered into an Amended and Restated Consulting Agreement with Angel Pharmaceutical Consulting & Technologies

Ltd., an Israeli consulting firm (“APCT”).

All services provided to our company by APCT (which began in October 2023) are

provided directly by Dr.

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

Pharmaceutical Consulting & Technologies Ltd., an Israeli consulting firm (“APCT”).

All services provided to our company

by APCT (which began in October 2023) are provided directly by Dr.

Itzchak Angel, who shall be our Chief Scientific Advisor.

Angel has over 30 years of experience in the pharmaceutical

industry, guiding strategic drug and business development initiatives in both large and emerging companies.

has over 30 years of experience in the pharmaceutical industry, guiding strategic drug and business development initiatives in both large

and emerging companies.

Angel has served as Head of Pharmacology of Synthelabo (Paris, France, now Sanofi) for numerous years, where he was instrumental in the

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Based on information provided by each director concerning

his or her background, employment, and affiliations, our board of directors has determined that Michael Jerman, Dr.

his or her background, employment, and affiliations, our board of directors has determined that Matthew Whalen, Dr.

Matthew Del Giudice,

Denil Shekhat and Edward MacPherson do not have any relationship that would interfere with the exercise of independent judgment in carrying

out the responsibilities of a director and are independent directors under the Nasdaq Listing Rules.

Denil Shekhat and Edward MacPherson do not have any relationship that would interfere with the exercise of independent judgment in

carrying out the responsibilities of a director and are independent directors under the Nasdaq Listing Rules.

making these determinations, our board of directors considered the current and prior relationships that each non-employee director has

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time to time.

audit committee consists of Michael Jerman, Dr.

Denil Shekhat and Edward MacPherson, with Michael Jerman 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 requirements of the listing standards of Nasdaq.

In addition, our board of directors has determined that Michael

Jerman is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities

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.

Each member of our audit committee also meets the financial literacy

requirements of the listing standards of Nasdaq.

In addition, our board of directors has determined that Michael Jerman is an audit committee

financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act.

audit committee’s main purpose is to oversee our corporate accounting and financial reporting process.

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Denil Shekhat and Edward MacPherson, with Dr.

Denil Shekhat serving as the chair of the

compensation committee.

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

and SEC rules and regulations.

Each member of our compensation committee is also a non-employee director, as defined pursuant to

Rule 16b-3 promulgated under the Exchange Act, or Rule 16b-3.

In arriving at these determinations, our board of directors examined

all factors relevant to determining whether any compensation committee member has a relationship to us that is material to that

member’s ability to be independent from management in connection with carrying out such member’s duties as a

compensation committee member.

Denil Shekhat serving as the chair of the compensation

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

Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated

under the Exchange Act, or Rule 16b-3.

In arriving at these determinations, our board of directors examined all factors relevant to determining

whether any compensation committee member has a relationship to us that is material to that member’s ability to be independent

from management in connection with carrying out such member’s duties as a compensation committee member.

compensation committee’s main purpose is to review and recommend policies relating to compensation and benefits of our officers

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nominating and corporate governance committee consists of Dr.

Matthew DelGuidice and Dr.

Matthew Del Giudice and Dr.

Denil Shekhat with Dr.

Matthew DelGuidice

Matthew Del Giudice

serving as the chair of the nominating and corporate governance committee.

Each member of the committee meets the requirements for

independence under the listing standards of Nasdaq and SEC rules and regulations.

Each member of the committee meets the requirements for independence

under the listing standards of Nasdaq and SEC rules and regulations.

nominating and corporate governance committee is responsible for, among other things:

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about such risks.

nominating and corporate governance committee is responsible for reviewing with the board of directors, on an annual basis, the appropriate

characteristics, skills, and experience required for the board of directors as a whole and its individual members.

Although our board

of directors does not have a formal written diversity policy with respect to the evaluation of director candidates, in its evaluation

of director candidates, our nominating and corporate governance committee will consider factors including, without limitation, issues

of character, integrity, judgment, potential conflicts of interest, other commitments, and diversity, and with respect to diversity,

such factors as gender, race, ethnicity, experience, and area of expertise, as well as other individual qualities and attributes that

contribute to the total diversity of viewpoints and experience represented on the board of directors.

nominating and corporate governance committee will ensure compliance with the new rule by Nasdaq for board diversity (the “Nasdaq

Diversity Rule”), on or before the date required under the Nasdaq Diversity Rule.

The Nasdaq Diversity Rule requires, assuming

our shares of common stock are listed on the Nasdaq Capital Market and that we are a smaller reporting company, that we will have at

least two directors serving on our board of directors, at least one of which identifies as female and the second of which identifies

as female, underrepresented minority or LGBTQ+, by December 31, 2026, unless our board of directors is comprised of five or less directors.

of Business Conduct and Ethics

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did not provide any cash compensation to any of our directors during the year ended December 31, 2024 in their capacity as directors.

However, on April 28, 2023, each non-employee director was granted an additional option to purchase up to 10,000 shares of our common

stock under the 2022 Omnibus Plan.

Each such option was immediately vested in full upon grant and has a 10-year term.

of our former directors have received option grants as a result of their service to our company in a non-director capacity.

his appointment as Executive Chairman, Dr.

Chapman was a party to a consulting agreement with our company entered into in April 2022

and was granted additional options in his capacity as a consultant on June 15, 2022.

Chapman also received employee related grants

in April 2023 and August 2023.

Kroenig previously provided consulting services to our company in 2022 and received an additional

option grant on June 15, 2022, under which he has the right to purchase up to 10,000 shares of our common stock.

Upon his appointment

as our General Counsel, Mr.

Christos Nicholoudis was granted an option to purchase shares of our common of 15,000 shares in April 2023,

and 10,000 shares in August 2023.

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 and;

Kaplin, MD, PhD, former President and Chief Scientific Officer;

April 2023, Mr.

Aminov succeeded Mr.

Uzonwanne as our Chief Executive Officer, and Ms.

Yanez succeeded Mr.

McNulty as our

Chief Financial Officer.

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

Compensation Table

following table shows the compensation paid by us during the 2024 and 2023 fiscal years to our named executive officers.

Name and principal position

Stock Awards ($)

and principal position

Awards ($) (6)

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings

All Other Compensation ($)

Michelle Yanez,

former President & CSO

Jude Uzonwanne,

amounts represent IPO bonuses paid in 2023.

represents health insurance premiums paid.

amounts represent milestone payments pursuant to prior employment agreements.

bonus represents a paid sign-on amount.

these 2022 option grants, 75% were cancelled and non-exercisable as of April 2023, pursuant to the termination of Mr.

Incentive Plan Compensation ($)

Deferred Compensation Earnings

Other Compensation ($)

amounts represent bonus earned as part of CEO Executive Scorecard

December 6, 2024, Mr.

Aminov was awarded an RSU Stock Award

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

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

In April 2023, we entered into an agreement with

Uzonwanne in which the number of shares subject to his option agreement was reduced from 200,000 to 40,000.

Disclosure to Summary Compensation Table

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In the event that Mr.

Aminov’s employment is terminated by

our company without “Cause” or is terminated by Mr.

Aminov’s employment is terminated

by our company without “Cause” or is terminated by Mr.

Aminov for “Good Reason”, Mr.

Aminov will be entitled to

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

Aminov will be entitled

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

Aminov executing and delivering

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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

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 2024, Mr.

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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.

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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’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 per year.

In the event that her employment is terminated by our company without “Cause” or is terminated

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).

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 Ms.

Yanez’s compensation or duties and level

of responsibility.

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

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

On 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.

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

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

pursuant to which Dr.

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

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 by Dr.

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

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).

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“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 Dr.

Chapman is subject.

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

March 9, 2024, Dr.

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

Relationship with Adam Kaplin

Kaplin was a paid non-employee consultant to our company under which he provided services and consultation on an as-needed basis.

Kaplin was paid $0.01 million a month for his services.

We do not currently have a written consulting agreement with Dr.

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.

of Plan-Based Awards in 2024

Future Payouts Under Non-Equity Incentive Plan Awards

Future Payouts Under Equity Incentive Plan Awards

Other Stock Awards:

Number of Shares of Stocks or

Other Option Awards:

Number of Securities Underlying

or Base Price of Option

stock price on Award

Date Fair Value of Stock and

Kaplin, former President & CSO

Uzonwanne, former CEO

McNulty, former CFO

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 vest ratably in thirds

beginning April 2023.

was no closing stock price for our common stock since our IPO did not occur until August 2023.

stock awards disclosed in this item consist of options, as issued under our 2022 Omnibus Incentive Plan, which vested 100% at grant.

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

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Exercise Prices ($)

Option Expiration

Expiration Date

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

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Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That

Have Not vested (#)

Michelle Yanez

Jude Uzonwanne

James McNulty

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

Exercises and Stock Vested

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This summary is qualified in its entirety by reference to the 2022 Omnibus Plan attached as an exhibit to this

You are encouraged to read the full text of the 2022 Omnibus Plan.

of December 31, 2023, there are options to purchase an aggregate of 1,210,001 shares of our common stock outstanding under the 2022 Omnibus

Administration

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While the 2022

Omnibus Plan permits cash incentive awards to be granted under the 2022 Omnibus Plan, we may also make cash incentive awards outside

of the 2022 Omnibus Plan.

Omnibus Plan permits cash incentive

purposes of the 2022 Omnibus Plan, the Administrator may establish objective or subjective performance goals which may apply to any performance

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concerning noncompetition, nonsolicitation, confidentiality, trade secrets, intellectual property, nondisparagement or similar obligations.

Any awards granted under the 2022

Omnibus Plan, and any shares of common stock issued or cash paid under an award, will be subject to recoupment our Compensation Recovery

Policy (as described below), or any recoupment or similar requirement otherwise made applicable by law, regulation or listing standards

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

awards granted under the 2022 Omnibus Plan, and any shares of common stock issued or cash paid under an award, will be subject to recoupment

our Compensation Recovery Policy (as described below), or any recoupment or similar requirement otherwise made applicable by law, regulation

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:

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Other Compensation ($)

Chris Chapman,

Talhia Tuck (3)

Brad Kroenig (3)

Hugh McColl III (3)

Christos Nicholoudis, Esq.

Vorhoff, former

Brian Daly, former director

payments made to Dr.

Chapman and Mr.

Nicholoudis are related to their employment agreements, respectively.

March 9, 2024, Dr.

Chapman resigned from our Company as Executive Chairman and as an employee.

March 9, 2024, Ms.

Kroenig and Mr.

McColl resigned from our Company as members of the Board of Directors.

January 15, 2024, Mr.

Nicholoudis resigned from our Company as General Counsel and as a member of the Board of Directors.

October 19, 2023, Mr.

Vorhoff resigned from our Company as a member of the Board of Directors.

December 15, 2023, Mr.

Daly resigned from our Company as a member of the Board of Directors.

Paul Del Giudice

Christopher Chapman

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

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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.

Recovery Policy

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

Name and Address of Beneficial Owner

and Nature of Beneficial Ownership

Percentage of Class as of

March 28 2024

and Address of Beneficial Owner

and Executive Officers (1)

Michelle Yanez

Michael Jerman

Matthew Del Giudice

Denil Nanji Shekhat

Edward MacPherson

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

5% Stockholders

Brian McNulty (3)

*Represents beneficial ownership of less than 1%

Nanji Shekhat

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

beneficial ownership of less than 1%

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

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:

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.

Yanez, 57,779 shares, Mr.

Jerman, 25,000 shares, Dr.

136,111 shares, , Dr.

Del Guidice, 25,000 shares, Dr.

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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, with the exception of one late

filing By the Bay Shore Trust, which was required to be filed on November 22, 2023, but was filed on December 27, 2023.

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, 2024:

of securities to be issued upon exercise of outstanding options and warrants

average exercise price of outstanding options and warrants

of securities remaining available for future issuance

Equity compensation plans approved by security holders

Equity compensation plans not approved by security

upon exercise

future issuance

compensation plans approved by security holders

compensation plans not approved by security holders

Certain Relationships and Related Transactions, and Director Independence.

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in the issuance of 157,170 shares to the Bay Shore Trust upon the completion of our initial public offering.

The note was paid off as of December 31, 2023.

The note was paid off as

of December 31, 2023.

consideration of the loan facility provided by the Bay Shore Trust, we issued to the Bay Shore Trust a common stock purchase warrant

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as equity based on an analysis under Accounting Standards Codification (480) ASC 480, “ Distinguishing Liabilities from Equity ”

and was measured at fair value, resulting in an initial fair value of approximately $3.5 million upon issuance of the warrant using

Black-Scholes valuation techniques.

and was measured at fair value, resulting in an initial fair value of approximately $3.5 million upon issuance of the warrant using Black-Scholes

valuation techniques.

with MIRALOGX LLC

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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 are payable under the

terms of the Bay Shore Note.

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

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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.

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.

and Employment Agreements with Dr.

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stock at an exercise price of $5.00 per share.

Chapman becoming Executive Chairman, received additional

compensation in that capacity, and his employment agreement replaced his Consulting Agreement.

See “Executive

Compensation” above.

Chapman resigned his positions with our company on March 9, 2024.

Chapman becoming Executive Chairman, received additional compensation in that

capacity, and his employment agreement replaced his Consulting Agreement.

See “Executive Compensation” above.

resigned his positions with our company on March 9, 2024.

and Approval of Related Party Transactions

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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.

Audit-Related

aggregate fees billed by Cherry Bekaert LLP for audit-related fees for the years ended December 31, 2023 and 2022 were $0.1 million and

$0.01 million, respectively.

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.

aggregate fees billed by Cherry Bekaert LLP for professional services rendered for tax compliance for the years ended December 31, 2023

were $0.02 million.

There were no such fees incurred in 2022.

The fees were provided in consideration of services consisting of preparation

of tax returns and related tax advice.

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

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

approved the foregoing audit and non-audit services provided by Cherry Bekaert LLP in 2023.

Consistent with the Audit Committee’s

responsibility for engaging our independent auditors, all audit and permitted non-audit services require pre-approval by the Audit Committee.

approved the foregoing audit and non-audit services provided by Cherry Bekaert LLP and Salberg & Company P.A in 2024 .

with the Audit Committee’s responsibility for engaging our independent auditors, all audit and permitted non-audit services require

pre-approval by the Audit Committee.

The full Audit Committee approves proposed services and fee estimates for these services.

The Audit Committee chairperson has been designated

by the Audit Committee to approve any audit-related services arising during the year that were not pre-approved by the Audit Committee.

Committee chairperson has been designated by the Audit Committee to approve any audit-related services arising during the year that were

not pre-approved by the Audit Committee.

Any non-audit service must be approved by the full Audit Committee.

Services approved by the Audit Committee chairperson are communicated

to the full Audit Committee at its next regular meeting and the Audit Committee reviews services and fees for the fiscal year at each

such meeting.

Pursuant to these procedures, the Audit Committee approved the foregoing services provided by Cherry Bekaert LLP.

Services approved by the

Audit Committee chairperson are communicated to the full Audit Committee at its next regular meeting and the Audit Committee reviews

services and fees for the fiscal year at each such meeting.

Pursuant to these procedures, the Audit Committee approved the foregoing

services provided by Cherry Bekaert LLP and Salberg & Company P.A.

Exhibits, Financial Statement Schedules.

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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).

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

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

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

and Erez Aminov (incorporated by reference to Exhibit 10.7 to

Form S-1 filed July 28, 2023).

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

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.

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

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

and Chris Chapman (incorporated by reference to Exhibit 10.9 to

Form S-1 filed July 28, 2023).

to Employment Agreement, dated August 28, 2023, between MIRA Pharmaceuticals and Dr.

Chris Chapman (incorporated by reference to

Exhibit 10.2 to the Current Report on Form 8-K filed August 31, 2023).

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

Chris Chapman.

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

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(incorporated by reference to Exhibit 10.12 to Form S-1 filed July 28, 2023).

Collaboration Agreement, dated November 1, 2021, between MIRA Pharmaceuticals, Inc.

and The Johns Hopkins University (incorporated

by reference to Exhibit 10.13 to Form S-1 filed July 28, 2023).

Agreement, dated July 20, 2023, between MIRA Pharmaceuticals, Inc.

and the Bay Shore Trust (incorporated by reference to Exhibit

10.14 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

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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).

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

and Rodman & Renshaw LLC (incorporated by reference to Exhibit 1.2 of the Company’s Form S-3 filed on August 12, 2024).

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).

Insider Trading Policy (incorporated by reference to Exhibit 99.5 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).

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.

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.

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

Policy Relating to Recovery of Erroneously Awarded Compensation

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

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Page Interactive Data File (embedded within the Inline XBRL document)

Denotes management contract or compensatory plan or arrangement.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company

management contract or compensatory plan or arrangement.

signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company

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

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TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

Supplemental Cash Flow Information for the years ended December 31, 2023 and 2022

Notes to Consolidated 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 Board of Directors and Stockholders

To the Stockholders and the Board of Directors of:

Mira Pharmaceuticals, Inc.

Tampa, Florida

Opinion on the Financial Statements

We have audited

the accompanying balance sheets of MIRA Pharmaceuticals, Inc.

(the “Company”) as of December 31, 2023 and 2022, and the related

statements of operations, stockholders’ equity (deficit) and cash flows for the years 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, 2023 and 2022, and the results of its operations and its cash flows for the years

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

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 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.

Management’s plans in regard to these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

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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 audits in accordance with the standards

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.

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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 audits, 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.

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 audits included performing procedures to assess

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

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

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

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 audits provide a reasonable basis for our opinion.

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

Tampa, Florida

PHARMACEUTICALS, INC.

current assets

Deferred offering costs

Other receivables

Prepaid expenses

Total current assets

Operating lease, right of use assets

Related party operating lease, right of use assets

Operating lease, right of use assets

Related party accounts receivable

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

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

Trade accounts payable and accrued liabilities

Related party accounts payable

Related party line of credit

Related party accrued interest

Current portion of operating lease liabilities

Related party current portion of operating lease liabilities

Current portion of operating lease liabilities

Total current liabilities

Non-current operating lease liabilities

Total liabilities

Stockholders’ Deficit

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

Common Stock, $ 0.0001 par value;

100,000,000 shares authorized, 14,780,885 and 13,313,000 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively.

Additional paid-in capital

Accumulated deficit

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 )

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

stockholders’ equity

liabilities and stockholders’ equity

notes to consolidated financial statements

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OF OPERATIONS

Year Ended December 31,

Ended December 31,

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

income (expense), net

( 3,456,294 )

Net loss attributable to common stockholders

loss attributable to common stockholders

$ ( 7,852,659 )

$ ( 11,982,343 )

Basic and diluted loss per share

and diluted loss per share

weighted average common stock shares outstanding

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PHARMACEUTICALS, INC.

OF STOCKHOLDERS’ EQUITY

Additional Paid-In

Stock Subscription

Total Stockholders’

Balances, January 1, 2022

OF CHANGES IN STOCKHOLDERS’ EQUITY(DEFICIT)

Stockholders’

January 1, 2023

$ ( 9,302,719 )

Sale of common stock

Stock-based compensation

$ ( 596,232 )

of common stock at IPO, net

of common stock conversion of debt

of common stock

Issuance of warrants

( 11,982,343 )

Balances, December 31, 2022

( 11,982,343 )

December 31, 2023

( 21,285,062 )

Additional Paid-In

Stock Subscription

Total Stockholders’

Balances, January 1, 2023

( 21,285,062 )

of common stock-ATM, net of offering costs

of short swing disgorgement by Bay Shore Trust

( 7,852,659 )

Stock-based compensation

Issuance of common stock at IPO, net

Issuance of common stock conversion of debt

Issuance of common stock

Issuance of Warrants

( 7,852,659 )

December 31, 2024

$ ( 29,137,721 )

Balances, December 31, 2023

$ ( 29,137,721 )

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OF CASH FLOWS

Year Ended December 31,

Cash flows from Operating activities

Ended December 31,

flows from operating activities

$ ( 7,852,659 )

$ ( 11,982,343 )

Adjustments to reconcile net loss to net cash from operations

to reconcile net loss to net cash from operations

interest expense

Amortization of debt issuance costs

Stock-based compensation expense

Non-cash investor relations fees

Change in operating assets and liabilities:

Right of use lease, net

compensation expense

Non-cash warrant expense

investor relations fees

in operating assets and liabilities:

of use lease, net

accounts payable and accrued expenses

Prepaid expenses

Accounts receivable

Related party line of credit

Net cash flows used in operating activities

party accrued interest

cash used in operating activities

$ ( 5,560,606 )

$ ( 4,532,403 )

Financing activities:

Advances (to) from affiliates

Advances received from related party line of credit

Deferred offering costs

Repayments under related party line of credit

offering costs

under related party line of credit

( 1,142,483 )

Proceeds from sale of common stock, less offering costs

Net cash flows provided by financing activities

Net change in cash

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 )

Cash, beginning of year

Cash, end of period

Cash paid for interest

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

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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

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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.

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 interest expense.

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

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

Company recorded a right of use asset and a corresponding liability in the amount of $ 0.2 million in exchange for an operating lease

liability as a result of the adoption of Accounting Standards Codification, (“ASC”), Topic 842, Leases, on January 1, 2022.

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

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TO THE FINANCIAL STATEMENTS

31, 2024 AND 2023

Description of business and summary of significant accounting policies :

Pharmaceuticals, Inc.

(“MIRA” or the “Company” and formerly known as MIRA1a Therapeutics, Inc.) is a pre-clinical-stage

pharmaceutical development company with two neuroscience programs targeting a broad range of neurologic and neuropsychiatric disorders.

The Company has 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)

and major depressive disorder with suicidal ideation (MDSI).

The Company’s 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 submitted

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

Company was organized as a Florida corporation in September 2020 and commenced substantive operations in late 2020, at which time the

Company commenced its pharmaceutical development program.

accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America

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”.

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.

testing is required to confirm our preliminary beliefs.

However, based on our discoveries to date, the Company has decided to advance

MIRA-55 as our lead compound for our oral pharmaceutical marijuana drug candidate while still retaining our rights to MIRA1a.

we do not intend to move MIRA1a forward as of the date of this Report.

public offering

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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

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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 is taxed as 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.

tax assets are recognized for temporary differences that will result in deductible amounts in future years and for loss carryovers.

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.

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

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which they are incurred.

and administrative expense

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 expenses advertising costs when incurred.

Advertising expense for the years ended December 31, 2023 and 2022 is as follows:

of Advertising Expenses

December 31, 2023

December 31, 2022

Advertising expenses

Company accounts 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 generally accepted accounting principles in the United States of America 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.

Company maintains cash balances with financial institutions that management believes are of high credit quality.

The Company’s

cash account at times may exceed federally insured limits.

The Company has not experienced any losses in such accounts.

The Company believes

it is not exposed to any significant credit risk from its cash account.

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” ,

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

Topic 280, “ Disclosures about Segments of an Enterprise and Related Information ,” established standards for the way

that public business enterprises report information about operating segments in annual financial statements and requires those enterprises

to report selected information about operating segments in interim financial reports issued to stockholders.

Management has determined

that the Company operates in one business segment, which is the research and development of neuroscience drug candidates.

accounting pronouncements not yet adopted

December 2023, the FASB issued Accounting Standards Update No.

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax

Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose

(1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit

(separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state

and foreign).

ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions,

among other changes.

The guidance is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted for

annual financial statements that have not yet been issued or made available for issuance.

ASU 2023-09 should be applied on a prospective

basis, but retrospective application is permitted.

The Company is currently evaluating the potential impact of adopting this new guidance

on its financial statements and related disclosures.

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.

in accounting principle

February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance for accounting for leases under Topic

The FASB also subsequently issued additional ASUs which amend and clarify Topic 842.

The most significant change in the

new leasing guidance is the requirement to recognize right-to-use (ROU) assets and lease liabilities for operating leases on the balance

Company adopted these ASUs effective January 1, 2022 using the modified retrospective approach.

As a result of adopting these ASUs, the

Company recorded ROU assets and lease liabilities of approximately $ 0.2 million and $ 0.2 million, respectively.

Adoption of the new standard

did not materially impact the Company’s net income and had no impact on cash flows.

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

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

Liquidity and capital resources :

accordance with Accounting Standards Codification 205-40, Going Concern , the Company has evaluated whether there are conditions

and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern

within one year after the date the financial statements are issued.

As of December 31, 2023, the Company had cash of approximately $ 4.6

The Company used approximately $ 4.5 million of cash in operations during the year ended December 31, 2023 and had stockholders’

equity of approximately $ 4.4 million, versus stockholders’ deficit of approximately $ 0.6 million at December 31, 2022

(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 MIRA-55.

During these activities, the Company sustained substantial losses.

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 financed its operations through

the sale of Common Stock, the IPO and related party financings.

Additional sources of financing may be sought by the Company.

expects to be able to fund operations through the fourth quarter of 2024, with available borrowings on the loan agreement

Additional financing will be needed by the Company to fund its operations after such date to complete clinical developments

and to commercially develop its product candidate.

However, there can be no assurance that any fundraising will be achieved on commercially

reasonable terms, if at all.

Company expects to continue to generate losses in the foreseeable future.

The Company’s liquidity needs will be determined largely

by the budgeted operational expenditures incurred in regard to the progression of its product candidates.

Management believes that the

Company has sufficient resources available to support its development activities and business operations and timely satisfy its obligations

as they become due into the fourth quarter of 2024.

The Company does not have sufficient cash and cash equivalents as of the date of

filing this Annual Report on Form 10-K to support its operations for at least the 12 months following the date the financial statements

These conditions raise substantial doubt about the Company’s ability to continue as a going concern through 12 months

after the date the financial statements are issued.

alleviate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern, the Company plans

to secure additional capital, potentially through a combination of public or private equity offerings and strategic transactions, including

potential alliances and drug product collaborations;

however, none of these alternatives are committed at this time.

There can be no

assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to it to fund continuing operations,

if at all, identify and enter into any strategic transactions that will provide the capital that it will require or achieve the other

strategies to alleviate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern.

If none of these alternatives are available, or if available, are not available on satisfactory terms, the Company will not have sufficient

cash resources and liquidity to fund its business operations for at least the 12 months following the date the financial statements are

The failure to obtain sufficient capital on acceptable terms when needed may require the Company to delay, limit, or eliminate

the development of business opportunities and its ability to achieve its business objectives and its competitiveness, and its business,

financial condition, and results of operations will be materially adversely affected.

In addition, the perception that the Company may

not be able to continue as a going concern may cause others to choose not to deal with it due to concerns about its ability to meet its

contractual obligations.

accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction

of liabilities in the normal course of business, and do not include any adjustments relating to recoverability and classification of

recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue

as a going concern.

3 Accounts payable and accrued liabilities :

following table represents the components of accounts payable and accrued liabilities as of:

of Accounts Payable and Accrued Liabilities

December 31, 2023

December 31, 2022

Trade accounts payable

Accrued other

payable and accrued liabilities

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 :

6 unchanged sentences

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

12 unchanged sentences

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

Company and MIRALOGX have the same founder.

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 may borrow up to $ 3.0 million from MIRALOGX to fund the development of licensed products under the

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”).

with any Advance Request, the Company shall deliver to the Lender a budget for the requested Advance (the “Budget”).

Budget may only include costs directly associated with preparing an Investigational New Drug (“IND”) application for KETAMIR-2,

exclusive of personnel costs.

Any Advances made by the Lender to the Company pursuant to this Note may be repaid by the Company (together

with any and all interest accrued thereon) at any time without penalty or premium in accordance with the terms hereof.

Amounts repaid

hereunder may not be reborrowed.

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

Interest on the amounts borrowed under the Loan Agreement accrues at an annual fixed rate of 8 %.

The Company 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 as of December 31, 2023.

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,

4 unchanged sentences

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 a shareholder

of the Company.

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

The Company’s right to borrow funds under the Bay Shore Note is

subject to the absence of a material adverse change in the Company’s 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.

Bay Shore Note replaced the revolving credit facility that the Company entered into with Starwood Trust, a separate trust established

by a shareholder of the Company, in May 2021 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).

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

2 unchanged sentences

Pursuant to a registration rights agreement, the Company

has granted to Bay Shore Trust the right to require the Company, at any time after one year following the Company’s IPO, to register

for resale the shares issuable upon the exercise of the warrant, with such registration rights being in the form of demand and “piggyback”

registration rights that are subject to customary limitations and restrictions.

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 Shore Trust.

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

Both amounts are recorded in the accompanying statement of operations for the year ended December 31, 2023 as interest

There is a remaining amount of $ 0.01

in accrued interest due to Bay Shore Trust as of December 31, 2023.

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 :

Due from Related Party – As of the year ended December 31, 2023, the Company paid $ 0.07 million in accounts payable on behalf

of a related party.

There was no such amount during the corresponding period in 2022.

Due to Related Party – Amounts due to related parties as of December 31, 2023 and December 31, 2022, are recorded as related

party accounts payable, in the accompanying balance sheets.

As of December 31, 2022, amounts due to related parties totaled $ 0.1 million.

The balance was paid in 2023 which resulted in a $ 0.0 balance as of December 31, 2023.

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

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 lease was renewable, at the Company’s discretion, for an additional

one to three years, however, the Company terminated the lease at March 31, 2023, without any penalties.

The Company may continue to incur

related party travel-related expenses as they occur, which will be recorded in Related Party Travel Costs, in the condensed 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 was $ 1.7 million of related party travel expenses during the year

ended December 31, 2022.

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.

Company’s corporate headquarters was in Baltimore, Maryland, which includes a lease for office space.

This lease began in November

2021 and was amended in April 2023.

This space is approximately 550 square feet and has a remaining base rent of $ 0.01 million payable

through April 2024.

Rent is payable in monthly installments and is subject to yearly price increases.

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 is a remaining deposit due from the landlord to the Company

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.

1 unchanged sentence

Variable lease

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

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

Year Ended December 31,

Operating Lease Cost

Operating Lease

Variable Lease Costs

Total Lease Cost

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

Other Lease Information

Year Ended December 31,

Other Lease Information

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

of Remaining Weighted-average Lease Term and Weighted-average Discount Rate

Year Ended December 31,

Lease Term and Discount

Weighted Average remaining lease term

Weighted Average discount rate

of Lease Liabilities

minimum lease payments under non-cancellable leases as of December 31, 2023 were as follows:

of Lease Liabilities

December 31, 2023

Total Lease payments

Present Value of Lease Liabilities

April 1, 2023 the Company entered into an Agreement For Shared Lease Costs with MIRALOGX, LLC, (the “Shared Agreement”) who

is a related party for the jet usage.

Under the Shared Agreement, the Company agrees to make monthly contributions or payments in accordance

with its monthly use of shared aircraft toward rent payments.

However, the Company has not used the aircraft after the termination of

the lease and there are no minimum payments due without usage.

Ended December 31,

lease information

Cash paid for amounts

included in the measurement of lease liabilities

cash flows from operating leases

Income taxes :

1 unchanged sentence

of Deferred Tax Assets and Liabilities

Deferred tax assets

Net operating loss carry-forward

Section 174 Qualified Research Expenditures

Stock compensation

ROU liability

operating loss carry-forward

174 Qualified Research Expenditures

tax assets, Gross

3 unchanged sentences

tax assets, Net

Deferred tax liabilities

Total net deferred tax asset

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, the Company has recorded a deferred tax asset totaling approximately

$ 0.5 million related to the timing difference between GAAP and Tax recognition of these expenditures.

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

Deferred tax:

( 3,311,252 )

( 1,829,030 )

Change in valuation allowance

Total deferred

Total provision for income taxes

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

7 unchanged sentences

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 :

8 unchanged sentences

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

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

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.

the year ended December 31, 2022, the Company sold 3.2 million shares of Common Stock at $ 1.00 per share, net of offering costs of $ 0.3

million, resulting in net proceeds of $ 2.9 million.

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

3 unchanged sentences

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 nonstatutory stock options, restricted stock, restricted stock units,

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

16 unchanged sentences

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

$ 2.75 million were granted to the Company’s executive officers and management, and consultants of the Company.

$ 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 option vest as follows:

(i) executive officer options vested 100 % on date of grant and (ii) employee

and consultant options vest 33.33 % at 6 month anniversary of date of grant, 33.33 % at 1 year anniversary at date of grant and the remaining

vest at two-year anniversary of date of grant.

of December 31, 2023, there was approximately $ 1.3 million of unrecognized compensation cost related to unvested share-based compensation

awards granted.

These costs will be expensed over the next two years.

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

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

Number of Shares

Weighted Average Exercise Price Per Share

Aggregate Intrinsic Value

Outstanding as January 1, 2022

Options granted

Outstanding as December 31, 2022

Options granted

Outstanding as December 31, 2023

Range of Exercise Prices

Number Outstanding

Weighted Average Remaining Contractual Life (Years)

Weighted Average Exercise Price

Number Exercisable

Aggregate Intrinsic Price

$ 5.01 - 10.00

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

Expected price volatility

58.46 - 152.45 %

Risk-free interest rate

interest rate

3.49 - 4.56 %

Weighted average fair values (grants post-split)

Exercise Price

0.71 - $ 1.57

Weighted average expected life in years

Dividend yield

On March 25, 2024, a total of

100,000 options to purchase Common Stock, with an aggregate fair market value of approximately $ 0.1 million were granted to the Company’s

Independent Board of Directors.

These option vest as follows:

(i) 50% on date of grant and (ii) 50% at 1 year anniversary at date of grant.

On March 26, 2024, a total

of 450,000 options

to purchase Common Stock were granted to the Company’s executive officers.

These option vest as follows:

(i) 50% six months

from the date of grant and (ii) 50% at 1 year anniversary at date of grant.

Both aforementioned option grants

have a term of 10 years from the grant date.

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

3 unchanged sentences

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 as interest expense in General and Administrative expenses on the accompanying statement of operations

and additional paid in capital on the accompanying balance sheet.

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

This warrant will expire five

years after the date of grant.

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

6 unchanged sentences

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, of $ 2.8 million.

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.

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

5 unchanged sentences

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

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

Schedule of Key Assumptions Used to Value Warrants

Expected price volatility

Risk-free interest rate

Weighted average fair values

Weighted average expected life in years

Dividend yield

the year ended December 31, 2023 and 2022, outstanding stock options and warrants of 2,915,001 and 750,000 , respectively, were not included

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

Employment Agreements :

April 28, 2023, the Company entered into an employment agreement with Mr.

Erez Aminov pursuant to which Mr.

Aminov serves as the Company’s

Chief Executive Officer on a full-time basis.

Aminov’s employment agreement provides that his employment will be on an at-will

basis and can be terminated by either Mr.

Aminov or the Company at any time and for any reason.

Under the agreement, Mr.

receive an initial base salary of $ 0.11 million per year.

In the event that Mr.

Aminov’s employment is terminated by the company

without “Cause” or is terminated by Mr.

Aminov for “Good Reason”, Mr.

Aminov will be entitled to severance compensation

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

Aminov executing and delivering a customary general release

in favor of the company).

August 17, 2023, Mr.

Aminov received a $ 0.12 million cash bonus net of federal, state, local and income taxes related to the successful

completion of the IPO.

August 28, 2023, the Company amended Mr.

Aminov’s employment agreement to increase his yearly compensation from its current

amount of $ 0.11 million

million per year, effective August 1, 2023.

In March 2024, Mr.

Aminov assumed the role of Chairman and on March 25, 2024, the

Compensation Committee of the Board of Directors approved increasing Mr.

Aminov’s annual base salary to $ 0.28

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

Michelle Yanez pursuant to which Ms.

Yanez serves as the Company’s

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 the 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 the 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

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 increasing Ms.

Yanez’ annual base salary to $ 0.23

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

Chris Chapman pursuant to which Dr.

Chapman served as the Company’s

Executive Chairman.

Chapman’s employment agreement provided that his employment will be on a part-time basis whereby Dr.

would devote 50% of his full business time and effort to the business and affairs of the company, and it further provided that such employment

would be on an at-will basis and could be terminated by either Dr.

Chapman or the company at any time and for any reason.

Under the agreement,

Chapman would receive an initial base salary of $ 0.15 million per year.

In the event that Dr.

Chapman’s employment is terminated

by the company without “Cause” or is terminated by Dr.

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).

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.

August 28, 2023, the Company amended Dr.

Chapman’s employment agreement to indicate that he works part-time on an as needed basis

for the Corporation, rather than fifty percent (50%) of the time, effective August 1st, 2023.

October 13, 2023, the Company amended Dr.

Chapman’s employment agreement to reflect a temporary reduction in his compensation

million per year to $ 0.05

million per year, to extend for a period of 90 days.

After the 90-day period, Dr.

Chapman’s compensation shall be reinstated

to the amount in his employment agreement of $ 0.15 million

On March 13, 2024, Dr.

Chapman resigned as both an employee and as the Chairman of the Board of Directors.

April 28, 2023, the Company entered into an employment agreement with Christos Nicholoudis pursuant to which Mr.

Nicholoudis served as

the Company’s General Counsel.

Under the agreement, Mr.

Nicholoudis receive an initial base salary of $ 0.075 million per year.

August 17, 2023, Mr.

Nicholoudis received a $ 0.025 million cash bonus net of federal, state, local and income taxes related to the successful

completion of the IPO.

Nicholoudis resigned on January 15, 2024, and there are no further payments due to him.

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

16(b) disgorgement

January 2024, the Company recorded a related party receivable of $ 148,703 related to the recovery of short-swing profits due from The

Bay Shore Trust, under Section 16(b) of the Securities Exchange Act of 1934, as amended.

Once the receivable is paid in full, the Company

will recognize these proceeds as a capital contribution from a stockholder with an increase to additional paid-in-capital in its balance

sheet and as cash provided by financing activities in its statement of cash flows.

Restructuring

of the Board of Directors

March 9, 2024, after a series of discussions between our board of directors (the “Board”) and senior management regarding

the need to have additional scientific expertise among the members of the Board, Ms.

Talhia Tuck, Mr.

Brad Kroenig and Mr.

each voluntarily resigned from the Board, effective immediately.

This action allowed the remaining members of the Board to appoint new

members of the Board, as discussed below.

The resignations of Ms.

Kroenig, and Mr.

McColl were not the result of any disagreement

with our company on any matter relating to its operations, policies or practices.

on March 9, 2024, Dr.

Chris Chapman notified the Board and senior company management of his resignation both as Executive Chairman and

as an employee of our company, effective immediately, citing his desire to focus his time on his role as Chairman and Chief Executive

Officer of Telomir Pharmaceuticals, Inc., given the recent initial public offering of that company.

Chapman’s resignation was

not the result of any disagreement with our company on any matter relating to its operations, policies or practices.

March 13, 2024, the remaining members of the Board (Erez Aminov and Michael Jerman) unanimously

approved the appointment of (i) Mr.

Aminov, our Chief Executive Officer, as Chairman of the Board and (ii) Dr.

Shekhat and Mr.

Edward MacPherson as members of the Board, to fill the vacancies on the Board occasioned by the resignations

from the Board described above, for a term expiring at our 2024 annual meeting of shareholders.

of Chief Science Officer

are focused on strengthening our clinical and regulatory development expertise with a view towards a future IND for one of our product

As part of this development, on March 7, 2024, following discussions with our management, Adam Kaplin, M.D., Ph.D.

from his position as President and Chief Scientific Officer of the company to pursue other business endeavors, effective immediately.

As described under “Key Consultants” below, in light of Mr.

Kaplin’s resignation,

we expanded the role of an existing consultant to assist in clinical and regulatory affairs.

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

1 unchanged sentence

PHARMACEUTICALS, INC.

April 1, 2024

March 28, 2025

Executive Officer

6 unchanged sentences

Executive Officer and Chairman

April 1, 2024

Michelle Yanez

Financial Officer

April 1, 2024

Michael Jerman

April 1, 2024

Matthew Whalen

Matthew Del Giudice

April 1, 2024

Denil Shekhat

April 1, 2024

Edward MacPherson

April 1, 2024

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