Management Change/Compensation (Form 8-K)

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 16, 2025, the Compensation Committee of the Board of Directors of MIRA Pharmaceuticals, Inc. (the "Company") approved certain short-term and long-term incentive awards for the Company's Chief Executive Officer, Erez Aminov. These actions were subsequently ratified and approved by the full Board of Directors (the" Board") on December 17, 2025.

The Compensation Committee noted that the Company achieved significant progress during 2025, including advancement of its clinical development programs, execution of capital-raising activities, completion of a strategic acquisition, and continued strengthening of the Company's overall development pipeline and corporate initiatives.

Following its assessment of 2025 performance, the Compensation Committee approved a short-term incentive payout of $242,258. An additional payout of $80,753 remains contingent upon the completion of the Company's ongoing Phase 1 clinical study.

In recognition of Mr. Aminov's leadership in negotiating and completing the acquisition of SKNY Pharmaceutical, Inc., a transaction the Board views as strategically important to the Company's long-term growth and pipeline expansion, the Compensation Committee and Board approved a transaction advisory award of $915,000. This amount may be delivered in cash, equity, or a combination of both, at Mr. Aminov's election and subject to the terms of the Company's 2024 Omnibus Equity Incentive Plan. Any resulting awards will vest immediately upon grant.

The Compensation Committee and Board confirmed achievement of the first market capitalization milestone under the CEO's Long-Term Incentive Plan and approved the issuance of 62,500 performance share units (PSUs), which will vest immediately.

The Compensation Committee has authorized Company counsel to prepare the necessary documentation and required SEC filings related to these actions.