Material Agreement, Asset Transaction, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

On September 29, 2025, MIRA Pharmaceuticals, Inc. (the "Company") completed its acquisition of SKNY Pharmaceuticals, Inc. ("SKNY") pursuant to the previously announced merger agreement (the "Merger Agreement"). At closing, the Company acquired 100% of SKNY in exchange for restricted shares of the Company's common stock, par value $0.0001 per share, issued to the shareholders of SKNY. The number of shares issued was determined based on an exchange ratio derived from independent third-party valuations of both companies.

As a condition to closing, SKNY contributed $5 million in marketable securities to the Company, further strengthening the Company's balance sheet.

The acquisition of SKNY expands the Company's pipeline and positions the Company as a multi-program biopharmaceutical developer with programs addressing high-value therapeutic areas, including:

The Company's Management believes the acquisition of SKNY represents a transformational step in the Company's growth strategy, strengthening its financial position and broadening its pipeline of differentiated drug candidates designed to address significant unmet medical needs.

Item 2.01. Completion of Acquisition or Disposition of Assets

The information contained in Item 1.01 above is incorporated herein.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 above is incorporated herein. The Shares were issued in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.

8.01 Other Events

On April 8, 2025, the Company received a written notification from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market, LLC ("Nasdaq") notifying the Company that it did not comply with Listing Rule 5550(b)(1) (the "Rule"), which requires a minimum $2,500,000 stockholders' equity. On May 7, 2025, the Company responded to this notification with a submission (the "Submission"). Based on Nasdaq's review of the Submission, the Staff determined to grant the Company an extension until October 6, 2025 to regain compliance with the Rule.

Following sales of the Company's stock through multiple at-the-market offering transactions, as well as the closing of the Merger, as of the date of this report, the Company believes it has regained compliance with the Rule. The Company understands that Nasdaq will continue to monitor the Company's ongoing compliance with the Rule and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting.