Material Event (Form 8-K)

Item 8.01 Other Events

On April 30, 2025, the Board of Directors of MIRA Pharmaceuticals, Inc. ("MIRA" or the "Company") unanimously approved a definitive agreement to acquire SKNY Pharmaceuticals, Inc. ("SKNY"), a privately held biotechnology company developing therapies targeting obesity and nicotine dependence. The acquisition follows the completion of independent third-party valuations conducted by Moore Financial Consulting, which assigned SKNY an enterprise value of approximately $30.5 million and MIRA an enterprise value of approximately $30 million.

As part of the transaction, SKNY shall contribute an amount of assets or cash (or a combination of the two) totaling $5,000,000 to MIRA at closing, with no contingencies. This capital infusion is expected to enhance MIRA's balance sheet and support future development initiatives.

The combined enterprise value of over $60 million creates a stronger, more diversified platform positioned to address multiple high-value markets with significant unmet need. The Company believes this transaction strengthens its strategic position by integrating complementary assets, expanding its pipeline, and enhancing long-term shareholder value.

MIRA is preparing to file a preliminary proxy statement on Form 14A with the U.S. Securities and Exchange Commission (SEC) to seek shareholder approval of the transaction.