MIRA PHARMACEUTICALS, INC.

8-K · form8-k.htm

0001904286

 2026-06-03
 2026-06-03

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

  

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

  

 FORM
 8-K

  

 CURRENT REPORT

  

 Pursuant to Section 13 or 15(d) of the

 Securities Exchange Act of 1934

  

 Date of Report: June 3, 2026

  

 MIRA
PHARMACEUTICALS, INC.

 (Exact Name of Registrant as Specified in its Charter)

  

 Florida
  
 001-41765
  
 85-3354547

 (State or Other Jurisdiction

of Incorporation)
  
 (Commission

File Number)
  
 (IRS Employer

Identification No.)

  

 1200 Brickell Avenue , Suite 1950 #1183

 Miami , Florida 33131

 (Address of Principal Executive Offices)

  

 (786) 432-9792

 (Registrant’s telephone

 number, including area code)

  

 (Former Name or Former Address, if Changed Since Last
Report)

  

 Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

  

 Title of each class
  
 Trading Symbol
  
 Name of each exchange on which registered

 Common Stock, $0.0001 par value per share
  
 MIRA
  
 The Nasdaq Capital Market

  

 Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging growth company ☒

  

 If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

  

  

  

 Item 1.01 Entry into a Material Definitive Agreement.

  

 On June 3, 2026, MIRA Pharmaceuticals, Inc. (the “Company”)
entered into an Amended and Restated Exclusive License Agreement (the “License Agreement”) with MIRALOGX LLC (“Miralogx”).

  

 Pursuant to the License Agreement, Miralogx granted
the Company worldwide exclusive rights under certain intellectual property relating to the Company’s MIRA-55 and SKNY-1 development
programs. The License Agreement provides the Company with worldwide rights to develop, manufacture, use, sell, offer for sale, commercialize
and sublicense products covered by the licensed intellectual property.

  

 The License Agreement also provides the Company with
certain intellectual property enforcement rights and worldwide sublicensing rights with respect to the licensed intellectual property.

  

 The amended agreement does not materially modify the
previously disclosed core economic terms of the parties’ existing license arrangements.

  

 The foregoing description of the License Agreement
is only a summary and is qualified in its entirety by reference to the full text of the License Agreement, which will be filed as an exhibit
to the Company’s next periodic report or amendment thereto and is incorporated herein by reference.

  

 Item 7.01 Regulation FD Disclosure.

  

 On June 4, 2026, the Company
issued a press release announcing the execution of the License Agreement. A copy of the press release is attached as Exhibit 99.1 hereto.

  

 The information set forth
under Item 7.01 and in Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.

  

 Item 9.01 Financial Statements
and Exhibits.

  

 (d) Exhibits

  

 10.1
  
 Amended and Restated Exclusive License Agreement, by and between the Company and MIRALOGX LLC dated June 3, 2026

  
  
  

 99.1
  
 Press release, dated June 4, 2026

  
  
  

 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

  

  

  

 SIGNATURES

  

 Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

  
 MIRA PHARMACUTICALS, INC.

  
  

 Dated: June 4, 2026
 By:
 /s/ Erez Aminov

  
 Name:
 Erez Aminov           

  
 Title:
 Chief Executive Officer