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FORM 5
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
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Aminov Erez
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2. Issuer Name and Ticker or Trading Symbol
MIRA PHARMACEUTICALS, INC. [MIRA]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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CEO and Chairman /
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(Last)
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(First)
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(Middle)
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C/O MIRA PHARMACEUTICALS, INC. , 1200 BRICKELL AVE. SUITE 1950 #1183
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3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
2025-12-31
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4. If Amendment, Date Original Filed (Month/Day/Year)
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6. Individual or Join/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Aminov Erez
C/O MIRA PHARMACEUTICALS, INC.
1200 BRICKELL AVE. SUITE 1950 #1183
MIAMI, FL33131
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X
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CEO and Chairman
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Signatures
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/s/ Erez Aminov
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2026-02-17
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Represents the grant of Issuer's common stock, par value $0.0001 ("Common Stock") that should have been reported on Form 4.
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(2)
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Represents grants of RSUs with underlying shares of Common Stock under the Issuer's 2024 Omnibus Equity Incentive Plan (the "Plan"), for awards granted in accordance with the Issuer's CEO's Long-Term Incentive Plan. The RSUs hereunder vested upon issuance.
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(3)
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Represents exercise of 234,595 stock options to purchase Common Stock under the Plan that were issued to the Reporting Person on March 26, 2024, with 50% of such options vesting on the six-month anniversary date of the grant, and the remaining half vesting on the one-year anniversary date of the grant, pursuant to a grant under the Plan at an exercise price of $1.16 each.
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(4)
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Represents exercise of 379,000 stock options to purchase Common Stock under the Plan that were issued to the Reporting Person on May 28, 2024 that were vested in full and became exercisable on the same date, pursuant to a grant under the Plan at an exercise price of $0.84 each.
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(5)
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Represents grants of options with underlying shares of Common Stock under the Plan, for awards granted in accordance with the Issuer's CEO's Long-Term Incentive Plan. The options hereunder vested upon issuance.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.