MIRA Pharmaceuticals接納斯達克通知 股價連續30日低於1美元面臨除牌風險

false
 0001904286
 
 
 
 
 
 
 
 0001904286
 
 
 2026-07-27
 2026-07-27
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 

 

 

 

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549

 

FORM
8-K

 

CURRENT
REPORT

 

Pursuant
to Section 13 or 15(d) of the

Securities
Exchange Act of 1934

 

Date
of Report (Date of earliest event reported): July 27, 2026

 

MIRA
PHARMACEUTICALS, INC.

(Exact
Name of Registrant as Specified in its Charter)

 

 
 Florida
  
 001-41765
  
 85-3354547

 
 (State
 or Other Jurisdiction
  
 (Commission
  
 (IRS
 Employer

 
 of
 Incorporation)
  
 File
 Number)
 Identification
 No.)

 
 

1200
Brickell Avenue, Suite 1950 #1183

Miami,
Florida 33131

(Address
of Principal Executive Offices)

 

Registrant’s
telephone number, including area code: (786) 432-9792

 

Not
Applicable

(Former
Name or Former Address, if Changed Since Last Report)

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

 

 
 ☐
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
  
  

 
 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
  
  

 
 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
  
  

 
 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

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

 

 
 Title
 of each class
  
 Trading
 Symbol
  
 Name
 of each exchange on which registered

 
 Common
 Stock, $0.0001 par value per share
  
 MIRA
  
 The
 Nasdaq Capital Market

 
 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

  

  

 

 

Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On
July 27, 2026, Mira Pharmaceuticals, Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications
Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s
common stock (“Common Stock”) for the 30 consecutive business days ended July 24, 2026, the Company no longer meets the requirement
to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
The Letter has no immediate effect on the listing of the Common Stock, which continues to trade on the Nasdaq Capital Market under the
symbol “MIRA” at this time.

 

In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until January 25,
2027, in which to regain compliance. In order to regain compliance with the Minimum Bid Price Requirement, the closing bid price of the
Company’s Common Stock must be at least $1 per share for a minimum of ten consecutive business days during this 180-day period.
In the event the Company does not regain compliance within this 180-day period, the Company may be eligible to seek an additional compliance
period of 180 calendar days provided it meets the continued listing requirement for market value of publicly held shares and all other
initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and further provides written
notice to Nasdaq of its intent to cure the deficiency during this second compliance period by effecting a reverse stock split, if necessary.
However, if it appears to the Nasdaq staff (the “Staff”) that the Company will not be able to cure the deficiency, or if
the Company is otherwise not eligible, Nasdaq will provide notice to the Company that its Common Stock will be subject to delisting.
At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Hearings Panel (a “Panel”). However,
there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Staff to a
Panel, such appeal would be successful.

 

The
Letter does not result in the immediate delisting of the Common Stock from the Nasdaq Capital Market.

 

The
Company intends to actively monitor the closing bid price for the Common Stock and, as appropriate, will consider implementing available
options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that
the Company will be able to regain compliance with the Minimum Bid Price Requirement.

 

Cautionary
Note Regarding Forward-Looking Statements. This Current Report on Form 8-K contains forward-looking statements, including, but
not limited to, statements regarding the Company’s ability to regain compliance with the Minimum Bid Price Requirement, the Company’s
intentions to actively monitor the closing bid price of the Common Stock, anticipated actions to be taken by Nasdaq, and the Company’s
plans to consider implementing available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement.
The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements
as a result of risks and uncertainties, including the risk that the Company may not regain compliance with the Minimum Bid Price Requirement,
the risk that Nasdaq may not grant the Company relief from delisting if necessary, and the risk that the Company may not ultimately meet
applicable Nasdaq requirements if any such relief is necessary, among other risks and uncertainties. A further description of the risks
and uncertainties relating to the business of the Company is contained in the Company’s most recent annual report on Form 10-K
and the Company’s other filings with the U.S. Securities and Exchange Commission (“SEC”), and in its future reports
to be filed with the SEC and available at www.sec.gov. Forward-looking statements contained in this Current Report on Form 8-K are made
as of this date, and the Company undertakes no duty to update such information whether as a result of new information, future events
or otherwise, except as required under applicable law.

 

  

  

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

 

 
  
 MIRA
 PHARMACEUTICALS, INC.

 
  
  

 
 Dated:
 July 31, 2026
 By:
 /s/
 Erez Aminov

 
  
 Name:
 Erez
 Aminov

 
  
 Title:
 Chief
 Executive Officer