MIRA Pharmaceuticals 提交 2026 財年首季（截至 2026 年 3 月 31 日）10-Q 報告

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

Form
10-Q

 

 
 ☒
 QUARTERLY
 REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 
 

For
the quarterly period ended March 31, 2026

 

 
 ☐
 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 
 

For
the transition period from ________to_________

 

Commission
file number 001-41765

 

MIRA
Pharmaceuticals, Inc.

(Exact
name of registrant as specified in its charter)

 

 
 Florida
  
 85-3354547

 
 (State
 or other jurisdiction of

 incorporation
 or organization)

  
 (I.R.S.
 Employer

 Identification
 No.)

 
  
  
  

 
 1200
 Brickell Avenue, Suite 1950 #1183, Miami, Florida
  
 33131

 
 (Address
 of principal executive offices)
  
 (Zip
 Code)

 
 

Registrant’s
telephone number (including area code):

(786) 432
9792

 

Not Applicable

(Former name, former address and former fiscal year,
if changed since last report)

 

Securities
registered pursuant to Section 12(b) of the Act:

 

 
 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of exchange on which registered

 
 Common
 stock, par value $0.0001
  
 MIRA
  
 The
 Nasdaq Capital Market

 

 

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒
No ☐

 

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes
☒ No ☐

 

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 
  
 Large
 accelerated filer
 ☐
 Accelerated
 filer
 ☐

 
  
 Non-accelerated
 filer
 ☒
 Smaller
 reporting company
 ☒

 
  
  
  
 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. ☐

 

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

As
of May 14, 2026, there were 42,022,087
shares of the registrant’s common stock, par value $0.0001
issued and outstanding.

 

 

 

  

  

 

 

MIRA
Pharmaceuticals, Inc.

Quarterly
Report on Form 10-Q

TABLE
OF CONTENTS

 

 
  
  
 Page

 
  
  
  

 
 Part
 I. Financial Information
 1

 
  
  
  

 
 Item
 1.
 Condensed
 Financial Statements (unaudited)
  

 
  
  
  

 
  
 Condensed
 Consolidated Balance Sheets
 1

 
  
  
  

 
  
 Condensed
 Consolidated Statements of Operations (unaudited)
 2

 
  
  
  

 
  
 Condensed
 Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
 3

 
  
  
  

 
  
 Condensed
 Consolidated Statements of Cash Flows (unaudited)
 4

 
  
  
  

 
  
 Notes
 to Condensed Consolidated Financial Statements (unaudited)
 5

 
  
  
  

 
 Cautionary
 Note on Forward Looking Statements
 15

 
  
  
  

 
 Item
 2.
 Management’s
 Discussion and Analysis of Financial Condition and Results of Operations
 17

 
  
  
  

 
 Item
 3.
 Quantitative
 and Qualitative Disclosures about Market Risk
 22

 
  
  
  

 
 Item
 4.
 Controls
 and Procedures
 22

 
  
  
  

 
 Part
 II. Other Information
 23

 
  
  
  

 
 Item
 1
 Legal
 Proceedings
 23

 
  
  
  

 
 Item
 1A.
 Risk
 Factors
 23

 
  
  
  

 
 Item
 2
 Unregistered
 Sales of Equity Securities and Use of Proceeds
 23

 
  
  
  

 
 Item
 3
 Defaults
 upon Senior Securities
 23

 
  
  
  

 
 Item
 4
 Mine
 Safety Disclosures
 23

 
  
  
  

 
 Item
 5
 Other
 Information
 23

 
  
  
  

 
 Item
 6.
 Exhibits
 23

 
  
  
  

 
 Signatures
 24

 
 

 i

  

 

 

PART I. FINANCIAL INFORMATION

 

MIRA
PHARMACEUTICALS, INC.

CONDENSED
CONSOLIDATED BALANCE SHEETS

 

 
   
 March 31,  
 December 31, 

 
   
 2026  
 2025 

 
   
 (unaudited)  
   

 
 ASSETS 
     
    

 
 Current assets: 
     
    

 
 Cash 
 $4,815,031  
 $6,346,921 

 
 Prepaid expenses 
  21,748  
  28,146 

 
 Short-term investments 
  4,591,518  
  4,683,099 

 
 Total current assets 
  9,428,297  
  11,058,166 

 
   
     
    

 
 Related party receivable 
  35,439  
  35,439 

 
 Total assets 
 $9,463,736  
 $11,093,605 

 
   
     
    

 
 LIABILITIES AND STOCKHOLDERS’ EQUITY 
     
    

 
 Current liabilities: 
     
    

 
 Trade accounts payable and accrued liabilities 
 $34,008  
 $129,203 

 
 Accrued compensation – related party 
  80,753
  
  242,258
 

 
 Advance payable to related party 
  —  
  330,607 

 
 Total current liabilities 
  114,761  
  702,068 

 
   
     
    

 
 Total liabilities 
  114,761  
  702,068 

 
   
     
    

 
 Commitments and contingencies (Note 6) 
  -  
  - 

 
   
     
    

 
 Stockholders’ Equity 
     
    

 
 Preferred Stock, no par value, 10,000,000 shares authorized and none issued or outstanding. 
  —  
  — 

 
 Common Stock, no par value; 100,000,000 shares authorized, 42,022,087 and 41,938,587 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively. 
  4,202  
  4,194 

 
 Additional paid-in capital 
  50,075,131  
  49,967,549 

 
 Accumulated deficit 
  (40,730,358) 
  (39,580,206)

 
 Total stockholders’ equity 
  9,348,975  
  10,391,537 

 
 Total liabilities and stockholders’ equity 
 $9,463,736  
 $11,093,605 

 

 

The
accompanying notes are an integral part of these condensed consolidated financial statements.

 

 1

  

 

 

MIRA
PHARMACEUTICALS, INC.

CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 
   
 2026  
 2025 

   
 Three Months Ended March 31, 

 
   
 2026  
 2025 

 
 Revenues 
 $—  
 $— 

 
   
     
    

 
 Operating costs: 
     
    

 
 General and administrative expenses 
  578,698  
  1,490,796 

 
 Research and development expenses 
  524,781  
  314,404 

 
 Total operating costs 
  1,103,479  
  1,805,200 

 
   
     
    

 
 Other income (expense): 
     
    

 
 Interest income 
  44,909  
  21,421 

 
 Loss from equity method investment 
  (91,582) 
  — 

 
 Total other income (expense), net 
  (46,673) 
  21,421 

 
 Net Loss 
  (1,150,152) 
  (1,783,779)

 
   
     
    

 
 Basic and diluted loss per share 
 $(0.03) 
 $(0.11)

 
 Basic weighted average common stock shares outstanding 
  41,941,370  
  16,645,119 

 

 

The
accompanying notes are an integral part of these condensed consolidated financial statements.

 

 2

  

 

 

MIRA
PHARMACEUTICALS, INC.

CODENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

 

 
   
    
    
 Additional  
    
 Total 

 
   
 Common Stock  
 Paid-In  
 Accumulated  
 Stockholders’ 

 
   
 Shares  
 Amount  
 Capital  
 Deficit  
 Equity 

 
 Balances, December 31, 2024 
  16,560,852  
 $1,656  
 $31,335,815  
 $(29,137,721) 
 $      2,199,750 

 
 Issuance of common stock under ATM, net of costs 
  2,802  
  1  
  3,381  
  —  
  3,382 

 
 Shares issued for vested RSUs 
  250,000  
  25  
  (25) 
  —  
  — 

 
 Stock-based compensation 
  —  
  —  
  874,812  
  —  
  874,812 

 
 Net loss 
  —  
  —  
  —  
  (1,783,779) 
  (1,783,779)

 
 Balances, March 31, 2025 
  16,813,654  
 $1,682  
 $32,213,983  
 $(30,921,500) 
 $1,294,165 

 

 

 
   
    
    
 Additional  
    
 Total 

 
   
 Common Stock  
 Paid-In  
 Accumulated  
 Stockholders’ 

 
   
 Shares  
 Amount  
 Capital  
 Deficit  
 Equity 

 
 Balances, December 31, 2025 
  41,938,587  
 $4,194  
 $49,967,549  
 $(39,580,206) 
 $  10,391,537 

 
 Balance 
  41,938,587  
 $4,194  
 $49,967,549  
 $(39,580,206) 
 $  10,391,537 

 Stock-based compensation 
  —  
  —  
  21,585  
  —  
  21,585 

 
 Shares issued for vested RSU 
  83,500  
  8  
  85,997  
  —  
  86,005 

 
 Net loss 
  —  
  —  
  —  
  (1,150,152) 
  (1,150,152)

 
 Balances, March 31, 2026 
  42,022,087  
 $4,202  
 $50,075,131  
 $(40,730,358) 
 $9,348,975 

 
 Balance 
  42,022,087  
 $4,202  
 $50,075,131  
 $(40,730,358) 
 $9,348,975 

 

The
accompanying notes are an integral part of these condensed consolidated financial statements.

 

 3

  

 

 

MIRA
PHARMACEUTICALS, INC.

CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 
   
 2026  
 2025 

   
 Three Months Ended March 31, 

 
   
 2026  
 2025 

 
 Cash flows from operating activities 
     
    

 
 Net loss 
 $(1,150,152) 
 $(1,783,779)

 
 Adjustments to reconcile net loss to net cash used in operations 
     
    

 
 Stock-based compensation expense 
  107,590  
  874,812 

 
 Loss from equity method investments 
  91,582  
  — 

 
 Change in operating assets and liabilities: 
     
    

 
 Prepaid expenses 
  6,397  
  (103,884)

 
 Trade accounts payable and accrued expenses 
  (95,195) 
  (617,176)

 
 Related party accrued interest and accrued compensation 
  (161,505) 
  — 

 
 Net cash used in operating activities 
  (1,201,283) 
  (1,630,027)

 
   
     
    

 
 Financing activities: 
     
    

 
 Repayment of advance payable to related party 
  (330,607) 
  — 

 
 Proceeds from sale of common stock 
  —  
  3,381 

 
 Net cash (used) provided by financing activities 
  (330,607) 
  3,381 

 
   
     
    

 
 Net decrease in cash 
  (1,531,890) 
  (1,626,646)

 
 Cash, beginning of period 
  6,346,921  
  2,832,931 

 
 Cash, end of period 
 $4,815,031  
 $1,206,285 

 

 

The
accompanying notes are an integral part of these condensed consolidated financial statements.

 

 4

  

 

 

MIRA
PHARMACEUTICALS, INC.

NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2026 AND 2025

 

Note
1. Description of business and summary of significant accounting policies

 

Overview

 

MIRA
Pharmaceuticals, Inc. (the “Company” or “MIRA”) is a clinical-stage pharmaceutical development company focused on developing novel oral small-molecule
therapeutics for neuropathic pain, inflammatory pain, weight management, and addiction-related conditions. The Company’s
pipeline includes three product candidates: Ketamir-2, MIRA-55, and SKNY-1.

 

Ketamir-2
is a next-generation oral N-methyl-D-aspartate (“NMDA”) receptor modulator that has completed Phase 1 clinical trial in
healthy volunteers and is being advanced toward Phase 2a clinical trial in chemotherapy-induced peripheral neuropathy
(“CIPN”) under an active Investigational New Drug (“IND”) application.

 

MIRA-55 is a novel oral cannabinoid
analog in preclinical development for inflammatory pain and related inflammatory conditions.

 

SKNY-1 is a preclinical oral therapeutic
candidate designed to modulate CB1, CB2, and monoamine oxidase B (“MAO-B”) pathways and is being evaluated for weight management
and addiction-related indications, including nicotine dependence.

 

On
June 13, 2025, the Company formed MIRAPHARM Acquisition, Inc., a wholly owned Delaware subsidiary, to support the acquisition of SKNY
Pharmaceuticals, Inc., a private company developing SKNY-1 (See Note 5, Asset Acquisition) (“SKNY”). SKNY is considered a related party due to common stockholders and a shared licensor. On September 29, 2025, the Company completed a stock-for-stock merger, pursuant to which SKNY became a wholly owned subsidiary of the Company.

 

As
used herein, the Company’s Common Stock, par value $0.0001 per share, is referred to as the “Common Stock” and the
Company’s Preferred Stock, par value $0.0001 per share, is referred to as the “Preferred Stock”.

 

Basis
of Presentation and Principles of Consolidation

 

The
accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting
principles in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) and the rules and regulations of the Securities and Exchange Commission (“SEC”)
for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete
financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments,
which include only normal recurring adjustments, necessary for the fair presentation of the condensed consolidated balance sheet, statements
of operations, statements of changes in stockholders’ equity and cash flows for the interim periods presented. The results of operations
for any interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim
period.

 

The
condensed consolidated financial statements include the accounts of MIRA Pharmaceuticals, Inc. and its wholly owned subsidiary. All intercompany
transactions and balances have been eliminated in consolidation.

 

Liquidity
and going concern

 

The
accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern which
contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.

 

As
of March 31, 2026, the Company had cash of approximately $4.8 million. The Company used approximately $1.2 million of cash in operations
during the three months ended March 31, 2026, had a net loss of $1.2 million for the three months ended March 31, 2026 and had stockholders’
equity of approximately $9.3 million at March 31, 2026.

 

 5

  

 

 

MIRA
PHARMACEUTICALS, INC.

NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2026 AND 2025

 

Historically,
the Company has been primarily engaged in developing its product candidates. During these activities, the Company sustained
substantial losses. The Company’s ability to fund ongoing operations and future clinical trials required for FDA approval is
dependent on the Company’s ability to obtain significant additional external funding in the near term. Since inception, the
Company has financed its operations through related party financings, its initial public offering, and ATM financings. Additional
sources of financing may be sought by the Company. However, there can be no assurance that any fundraising will be achieved on
commercially reasonable terms, if at all.

 

As
of the date of filing this Quarterly Report on Form 10-Q, the Company continued to generate losses and has insufficient cash and
cash equivalents on hand to support its operations for at least the 12 months following the date these unaudited condensed financial
statements are issued. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a
period of twelve months from the issuance date of this Quarterly Report. Management cannot provide assurance that the Company will
ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. The Company is
seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. If the Company is
unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to
curtail its operations. These financial statements do not include any adjustments related to the recoverability and classification
of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a
going concern.

 

Reclassifications

 

Certain prior period amounts have
been reclassified to conform to the current period presentation. Specifically, related party accrued compensation in the amount of $242,258,
previously included within due to related party on the consolidated balance sheet as of December 31, 2025, has been reclassified to accrued
compensation – related party to conform to the current period classification.

 

Use
of estimates

 

The
preparation of these condensed consolidated financial statements in accordance with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets, liabilities and expenses, and the disclosure of contingent assets
and liabilities at the date of the consolidated financial statements. Actual results may differ from such estimates and such differences
could be material. Significant estimates during the reporting periods include the value of equity investments held, value of shares
of Common Stock issued in an acquisition, stock-based compensation and the deferred tax asset valuation allowance.

 

Certain
Risks and Uncertainties

 

The
Company’s activities are subject to significant risks and uncertainties, including the risk of failure to secure additional funding
to properly execute the Company’s business plan. The Company is subject to risks that are common to companies in the pharmaceutical
industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on
key personnel, reliance on third party manufacturers, protection of proprietary technology, and compliance with regulatory requirements.

 

Cash

 

The
Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased,
to be cash equivalents. The Company maintains cash and cash equivalent balances at two financial institutions that are insured by the
Federal Deposit Insurance Corporation (“FDIC”). The Company’s account at these institutions are insured by the FDIC
up to $250,000. On March 31, 2026, the Company had cash in excess of FDIC limits of approximately $4.6 million. To reduce its risk associated
with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which
it holds deposits.

 

 6

  

 

 

MIRA
PHARMACEUTICALS, INC.

NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2026 AND 2025

 

Investments
in Equity Securities, Equity Method Investments

 

Investments
in entities over which the Company has the ability to exercise significant influence, but does not control, are accounted for under the
equity method of accounting in accordance with ASC Topic 323, Investments — Equity Method and Joint Ventures (“ASC
323”). Under the equity method, investments are initially recorded at cost and subsequently adjusted to reflect the Company’s
proportionate share of the investee’s net income or loss, which is recorded in equity method income (loss) in the statements of
operations. Distributions received from investees reduce the carrying amount of the investment. The Company evaluates its equity method
investments for impairment whenever events or changes in circumstances indicate that the carrying value of the investment may not be
recoverable.

 

Fair
Value of Financial Instruments

 

The
Company measures the fair value of financial instruments in accordance with GAAP, which defines fair value, establishes a framework for
measuring fair value, and expands disclosures about fair value measurements.

 

GAAP
defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value. The Company considers the carrying amount of deferred offering costs to approximate
fair value due to short-term nature of this instrument. GAAP describes three levels of inputs that may be used to measure fair value:

 

Level
1 - quoted prices in active markets for identical assets or liabilities.

Level
2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable.

Level
3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

 

Revenue
Recognition

 

The
Company has not generated revenue from contracts with customers as of March 31, 2026. The Company will recognize revenue in accordance
with ASC 606, Revenue from Contracts with Customers, when it satisfies its performance obligations by transferring control of
promised goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled.

 

Research
and Development Expenses

 

Research
and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties, such as contract
research organizations and consultants, who conduct research and development activities on behalf of the Company. Patent-related costs,
including registration costs, documentation costs and other legal fees associated with the application, are expensed in the period in
which they are incurred.

 

General
and Administrative Expenses

 

General
and administrative expenses are primarily comprised of personnel costs, insurance expenses, professional services fees, travel and office
expenses, and stock-based compensation. General and administrative expenses are expensed as incurred.

 

Stock-Based
Compensation

 

The
Company accounts for stock-based compensation under the provisions of FASB ASC 718, Compensation - Stock Compensation. Stock-based
compensation cost for equity-classified awards is measured at the grant-date fair value of the award and is recognized as expense over
the requisite service period, generally on a straight-line basis. The Company estimates the fair value of stock-based awards on the date
of grant using the Black-Scholes option pricing model, which requires the use of subjective assumptions including expected volatility,
expected term, risk-free interest rate, and expected dividends. The Company has elected to account for forfeiture of stock-based awards
as they occur.

 

 7

  

 

 

MIRA
PHARMACEUTICALS, INC.

NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2026 AND 2025

 

Income
Taxes

 

Income
taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), which provides for deferred taxes
using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences
of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based
on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence,
it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions
in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions
to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination
as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as
consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized
tax benefits as income tax expense.

 

Operating
Segments

 

The
Company’s Chief Operating Decision Maker (CODM) is its Chief Executive Officer, who reviews financial information presented for
purposes of making operating decisions, assessing financial performance, and allocating resources. The Company operates as a single operating
and reportable segment, consistent with the manner in which the CODM evaluates performance and allocates resources, see Note 9 for further
information.

 

Leases

 

The
Company has accounted for leases under the provisions of FASB ASC Topic 842, “Leases”, which requires the Company
to recognize right-to-use (ROU) assets and lease liabilities for operating leases on the balance sheet.

 

Contingencies

 

In
the normal course of business, the Company may be subject to loss contingencies, such as legal proceedings, amounts arising from contractual
arrangements and claims arising out of the Company’s business that cover a wide range of matters, including, among others, government
investigations, stockholder lawsuits, and tax matters. In accordance with ASC Topic 450, Accounting for Contingencies, (ASC 450),
the Company records accruals for such loss contingencies when it is probable that a liability will be incurred, and the amount of loss
can be reasonably estimated. The Company, in accordance with this guidance, does not recognize gain contingencies until realized or realizable.

 

Warrants

 

The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in FASB ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480) and
FASB ASC Topic 815, Derivatives and Hedging (ASC 815). The assessment considers whether the warrants are freestanding financial
instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements
for equity classification under ASC 815, including whether the warrants are indexed to the Common Stock and whether
the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,
among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the
time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

 

 8

  

 

 

MIRA
PHARMACEUTICALS, INC.

NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2026 AND 2025

 

For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured
at fair value and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash
gain or loss on the statements of operations. The Company generally determines fair value of the warrants using a Black-Scholes
valuation methodology.

 

A
change in any of the terms or conditions of warrants is accounted for as a modification. The accounting for incremental fair value of
warrants is based on the specific facts and circumstances related to the modification which may result in a reduction of additional paid-in
capital, recognition of costs for services rendered, or recognized as a deemed dividend.

 

Loss
per Share

 

Basic
loss per share of Common Stock is computed by dividing net loss attributable to common stockholders by the weighted average number of
shares of Common Stock outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if stock options,
restricted stock awards and warrants were to vest and be exercised. Diluted earnings per share excludes, when applicable, the potential
impact of stock options, common stock warrant shares, convertible notes, and other dilutive instruments because their effect would be
anti-dilutive in the periods in which the Company incurs a net loss.

 

The
following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable
to Common Stock for the periods in which a net loss is presented because their effect would have been anti-dilutive.

Schedule of diluted net
loss per share attributed to common stock 

 
   
 2026  
 2025 

   
 March 31, 

 
   
 2026  
 2025 

 
 Stock options 
  6,072,242  
  4,452,154 

 
 Common stock warrants 
  1,763,750  
  1,763,750 

 
 Totals 
  7,835,992  
  6,215,904 

 

 

Recent
Accounting Pronouncements

 

From
time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as
of the specified effective date.

 

In
November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January
2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation
Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. ASU 2024-03 will
require the Company to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization,
as applicable, included in certain expense captions in the Consolidated Statements of Operations, as well as qualitatively describe remaining
amounts included in those captions. ASU 2024-03 will also require the Company to disclose both the amount and the Company’s definition
of selling expenses. The Company is currently evaluating the impact of adopting of ASU 2024-03.

 

Management
has considered all other recent accounting pronouncements that are issued, but not effective, and it does not believe that they will
have a significant impact on the Company’s results of operations or financial position.

 

 9

  

 

 

MIRA
PHARMACEUTICALS, INC.

NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2026 AND 2025

 

Note
2. Prepaid expenses

 

Prepaid
expense consisted of the following at the dates indicated:

Schedule of prepaid expenses 

 
   
 March 31, 2026  
 December 31, 2025 

 
 Prepaid expense: 
     
    

 
 Prepaid insurance 
 $16,750  
 $19,847 

 
 Other prepaid expense 
  4,998  
  8,299 

 
 Total prepaid expenses 
 $21,748  
 $28,146 

 

 

Note
3. License agreement, related party

 

MIRALOGX

 

On
November 15, 2023, the Company and MIRALOGX, LLC, a Florida limited liability company (“MIRALOGX”) entered into an
exclusive license agreement (the “License Agreement”) to develop and commercialize Ketamir-2, a drug product containing
2-(2- chlorophenyl)-2-(methylamino) cyclopentan-1-one as an active agent in the United States, Canada and Mexico (the
“Territory”). The exclusive license in the License Agreement includes the right of the Company to sublicense the
licensed intellectual property. The Company and MIRALOGX have the same founder, who is also related to Company’s largest
stockholder and thus MIRALOGX is considered a related party.

 

Pursuant
to the terms of the License Agreement, and subject to the conditions set forth therein, the Company paid MIRALOGX a one-time, nonrefundable
payment of $0.1 million upon the signing of the Agreement and will be obligated to pay quarterly royalty payments on sales of the Ketamir-2
in the Territory of 8% of net sales and 8% of other revenue (such as milestone or sublicense payments) from licensed products.

 

Also,
in consideration of the License Agreement, the Company issued to MIRALOGX a common stock purchase warrant to purchase up to 700,000 shares
of Common Stock (the “MIRALOGX Warrant”). The MIRALOGX Warrant is exercisable, in whole or in part, any
time prior to November 15, 2028 at a cash exercise price of $2.00 per share.

 

The
Company and MIRALOGX have made customary representations and warranties in the License Agreement and have agreed to certain other customary
covenants, including confidentiality, cooperation, and indemnity provisions. Either party may terminate the License Agreement for cause
if the other party materially breaches or defaults in the performance of its obligations, and, if curable, such material breach remains
uncured for 120 days. Unless earlier terminated, the License Agreement will continue in effect until the last to expire of the patent
rights licensed pursuant to the License Agreement.

 

In
the SKNY asset acquisition (See Note 4), the Company acquired the license to SKNY-1, a preclinical drug candidate (the “SKNY License”)
originally licensed from MIRALOGX by SKNY. In acquiring the rights to the SKNY License, the Company gained the rights to commercialize
SKNY-1 in the United States. Pursuant to the terms of the SKNY License, and subject to the conditions set forth therein,
the Company will be obligated to pay a royalty payment of 8% of net sales, with a minimum annual royalty of $250,000, beginning in the calendar year during which revenue is first received
for a licensed product. Unless earlier
terminated, the SKNY License Agreement will continue in effect until the last to expire of the patent rights licensed pursuant to the
SKNY License.

 

 10

  

 

 

MIRA
PHARMACEUTICALS, INC.

NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2026 AND 2025

 

Note
4. Asset acquisition and short-term investment

 

Acquisition
of SKNY Pharmaceuticals, Inc.

 

On
March 19, 2025, the Company entered into a binding letter of intent (the “LOI”) with SKNY Pharmaceuticals, Inc.
(“SKNY”), a privately held Delaware corporation, which is a related party due to certain common stockholders and
licensor. The LOI provided for the acquisition of SKNY by the Company through a stock-for-stock merger with the Company’s
merger subsidiary, which we formed on June 13, 2025 (the “Merger”). On September 29, 2025 (the “Closing
Date”), this merger was consummated. SKNY was the survivor of this merger and became our wholly owned subsidiary. SKNY’s
preclinical drug candidate, SKNY-1, is designed to modulate CB1, CB2, and MAO-B pathways to address energy storage, lipid
metabolism, appetite, cravings, and reward - without the psychiatric side effects that limited earlier CB1-targeting drugs. SKNY
holds exclusive rights in the United States to its drug candidate under license from MIRALOGX, a related party of the Company (see
Note 3, License Agreement, Related Party). The Merger was recorded as an asset acquisition from a related party at acquired cost
basis with two assets acquired, a license agreement and 3,521,127
shares in common stock of Telomir Pharmaceuticals, Inc. (NASDAQ: TELO) (“Telo”), a publicly traded preclinical stage
biotechnology company, which is a related party to MIRA due to certain common ownership, officers and directors. The 3,521,127
shares of Telo common stock were contributed to the Company on behalf of SKNY by SKNY’s largest stockholder. The 3,521,127
shares in Telo represented $5,000,000
based on the 10-day average of the closing share price of Telo stock, $1.42,
for the ten trading days prior to September 25, 2025, (the “Measurement Date”). On September 29, 2025 (the
“Closing Date”), the Company received the SKNY License with MIRALOGX which was recorded at its carryover basis of zero
and received the Telo shares and recorded their value as of the closing date as $4,718,310
based on the Telo closing price on September 29, 2025 of $1.34
per share. The 3,521,127
shares in Telo were recorded on the MIRA balance sheet as a Short-term equity investment.

 

Short-Term
Investment

 

The
Company owns approximately 10% of the outstanding common stock of Telo and accounts for its investment under the equity method of accounting,
as it has the ability to exercise significant influence over Telo but does not control the entity. The investment is initially recorded
at cost and subsequently adjusted for the Company’s proportionate share of Telo’s net income or loss, which is included in
equity method loss in the accompanying statements of operations. For the three months ended March 31, 2026, the Company recognized equity
method loss of $91,582. The carrying value of the investment was $4,591,518 and $4,683,099 as of March 31, 2026 and December 31, 2025,
respectively.

 

Summarized
unaudited financial information for Telo for the three months ended March 31, 2026, derived from the Company’s equity method
investee’ consolidated financial statements, which are prepared in accordance with U.S. GAAP, is as follows:

 Schedule
of consolidated financial statements

 
   
 March 31,  
 December 31, 

 
   
 2026  
 2025 

 
 Current assets 
 $5,789,536  
 $7,341,361 

 
 Noncurrent assets 
  —  
  — 

 
 Current liabilities 
  827,310  
  1,427,991 

 
 Noncurrent liabilities 
  —  
  — 

 

 

 
   
 For the Quarter Ended 

 
   
 March 31, 2026 

 
 Net revenue 
 $— 

 
 Net loss 
  (990,947)

 

 

Note
5. Related party transactions

 

Due
from Related Party

 

Amounts
due from MIRALOGX as of March 31, 2026 and December 31, 2025, which are presented as a related party receivable, in the accompanying
condensed consolidated balance sheets, totaled $35,439 for both periods. These aforementioned amounts are composed of accounts payable
paid on behalf of a related party, specifically, research and development payables.

 

Due
to Related Party – Accrued Compensation and Advances Payable

 

As of March 31, 2026 and December
31, 2025, the Company owed an aggregate of $80,753 and $242,258 of accrued compensation, respectively, to its Chairman and Chief Executive
Officer, Erez Aminov, primarily related to deferred salary and bonus obligations.

 

As of December 31, 2025, advances
made by Mr. Aminov to the Company to cover certain Company-related payables totaled $330,607. The outstanding advances payable were repaid
during the three months ended March 31, 2026, and no amounts remained outstanding as of March 31, 2026.

 

Asset
Acquisition

 

See
Note 4 for asset acquisition from a related party.

 

 11

  

 

 

MIRA
PHARMACEUTICALS, INC.

NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2026 AND 2025

 

License
Agreement

 

See
Note 3.

 

Note
6. Commitments and contingencies

 

In
the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company’s
indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through
the end of the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification
provisions is uncertain. As of March 31, 2026 and December 31, 2025, no amounts have been accrued related to such indemnification provisions.

 

From
time to time, the Company may be exposed to litigation in connection with its operations. The Company’s policy is to assess the
likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses.

 

In
April 2024, the Company moved to a virtual office model and does not have a physical office space as of March 31, 2026 and December 31,
2025.

 

Note
7. Stockholders’ equity

 

Capital
stock

 

The
Company is authorized to issue 110,000,000
shares of capital stock, consisting of 100,000,000
shares of Common Stock and 10,000,000
shares of undesignated Preferred Stock, whose rights and privileges will be defined by the Board of Directors when a series of
Preferred Stock is designated.

 

Common
Stock sold under ATM

 

On
August 12, 2024, the Company filed a shelf registration statement with the SEC to facilitate the issuance of its Common Stock and entered
into an At-the-Market Offering Agreement (the “ATM Agreement”) with Rodman & Renshaw LLC, under which the Company may
offer and sell shares of its Common Stock, with an aggregate offering amount sold of up to $19,268,571. On September 24, 2024, the Company
filed a prospectus supplement to amend the shelf registration statement to update the maximum amount eligible to be sold under the ATM
Agreement to $75 million.

 

During
the three months ended March 31, 2026 and 2025, the Company did not sell or issue any shares of Common Stock.

 

During the three months ended
March 31, 2025, under the ATM Agreement, the Company has sold and issued 2,802 shares of Common Stock at an average price
per share of $1.33 and received net proceeds of approximately $3,000, after deducting commissions and other fees of approximately
$300.

 

Common
Stock issued upon stock option exercise

 

There
were no stock options exercised during the three months ended March 31, 2026 and 2025.

 

Common
Stock issued for vested RSUs

 

On
March 29, 2026, the Board of Directors and the Compensation Committee determined that a Phase I clinical trial milestone had been achieved.
As a result, the Company issued 83,500 fully vested RSUs to Erez Aminov, its Chairman and Chief Executive Officer, under the Company’s
Executive Incentive Compensation Plan (the “EICP”) The RSUs vested immediately, and 83,500 shares of common stock were issued,
with approximately $86,005 recognized as compensation expense on the vesting date.

 

 12

  

 

 

MIRA
PHARMACEUTICALS, INC.

NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2026 AND 2025

 

2022
Omnibus Incentive Plan

 

In
June 2022, the Company’s Board of Directors adopted, and its stockholders approved, the Company’s 2022 Omnibus Incentive
Plan, as amended and restated in August 2023, (“2022 Omnibus Plan”). The 2022 Omnibus Plan authorizes the grant of
incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Company’s employees and any of
its parent and subsidiary corporations’ employees, and for the grant of non- statutory stock options, restricted stock,
restricted stock units, stock appreciation rights, performance units and performance shares to the Company’s employees,
directors, and consultants and any of its future subsidiary corporations’ employees and consultants. On September 11, 2025,
the Company held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) in which it was voted upon to
increase the shares of Common Stock reserved under the plan from 5,000,000
shares to 8,000,000
shares. In addition, the number of shares available for issuance under the 2022 Omnibus Plan includes an annual increase on the
first day of each fiscal year equal to the lesser of (a) 500,000
shares, (b) 5.0%
of the outstanding shares of all classes of its Common Stock as of the last day of the immediately preceding fiscal year, or (c)
such other amount as the Company’s Board of Directors may determine.

 

As
of March 31, 2026, the 2022 Omnibus Plan provides that 9,280,939 shares of the Common Stock are reserved for issuance
under the 2022 Omnibus Plan, all of which may be issued pursuant to the exercise of incentive stock options.

 

Stock-based
compensation

 

The
fair value of each option award is estimated on the grant date using the Black-Scholes valuation model that uses assumptions for expected
volatility, expected dividends, expected term, and the risk-free interest rate. Historically, the Company estimated expected price volatility
based on the historical volatilities of a peer group as the Company did not have a multi-year trading history for its shares. Industry
peers consist of several public companies in the biotech industry similar to the Company in size, stage of life cycle, and product indications.
In September 2025, the Company commenced using the historical volatility of its shares as an estimate of expected share price volatility,
as sufficient trading activity of the Company’s common stock had developed to provide a reasonable basis for estimating volatility.

 

Expected
term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of
the vesting term plus contract term. The risk-free rate is based on the 5-year U.S. Treasury yield curve in effect at the time of grant.
The Company recognizes forfeitures as