MIRA PHARMACEUTICALS, INC.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
MIRA$0.57+5.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-28.
0001641172-25-001183
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-31.
0001493152-26-014001
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 61 previous paragraphs and 60 current paragraphs.
37 unchanged; 13 reworded; 10 added; 11 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
Ketamir-2 is a next-generation oral NMDA-receptor antagonist currently being evaluated in an ongoing Phase 1 clinical trial in healthy volunteers. The single-ascending-dose (SAD) portion of the study has been completed, and data remain blinded pending full analysis. The multiple-ascending-dose (MAD) portion is underway, and a Phase 2a study in chemotherapy-induced peripheral neuropathy (CIPN) is planned to begin in the first half of 2026, subject to regulatory feedback and site readiness.
Current report
MIRA-55 is a novel oral, non-psychoactive pharmaceutical-marijuana analog under preclinical investigation for anxiety, cognitive decline, and inflammatory pain. Recent animal studies demonstrated that MIRA-55 produced analgesic and anti-inflammatory effects in validated preclinical pain models without evidence of local irritation or psychoactive side effects. These findings support continued advancement toward IND-enabling studies.
Current report
On September 29, 2025, MIRA acquired SKNY Pharmaceuticals (“SKNY”), a related party private company developing SKNY-1, a preclinical-stage oral therapeutic designed to modulate CB1, CB2, and MAO-B pathways to influence energy balance, lipid metabolism, appetite, cravings, and reward—without the psychiatric side effects that limited earlier CB1-targeting drugs.
Current report
SKNY-1 has been evaluated in preclinical behavioral and metabolic models. SKNY-1 administration was associated with reductions in food consumption, body-weight gain, and nicotine-seeking behavior compared with controls. These findings support continued preclinical development of SKNY-1 in models of metabolic and behavioral modulation.
Current report
Other Income, net
Current report
Other income, net consists of interest income earned from investment of excess operating cash, less interest expense, and the unrealized loss on short-term investments.
Current report
During the year ended December 31, 2025, the Company raised approximately $8.2 million from financing activities, comprised of $7.0 million from sales of common stock, reduced by $0.3 million in offering costs, $0.9 million in proceeds from stock option exercises, and $0.6 million in proceeds from related party.
Current report
Investments in Equity Securities, at Fair Value
Current report
Equity investments are carried at fair value with unrealized gains or losses recorded as net unrealized gain (loss) on equity investments, a component of other income, in the accompanying consolidated statements of operations. Realized gains and losses are determined on a specific identification basis which is recorded in earnings or loss as a net realized gain (loss) on equity investments in the consolidated statement of operations. The Company reviews investments in equity securities, at fair value, for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered.
Current report
Stock-based compensation
Removed paragraphs (11)
Previous report
Reverse Stock Split
Previous report
Effective June 28, 2023, we completed a 1-for-5 reverse stock split of our outstanding common stock. Unless otherwise noted, the share and per share information in this Report reflects the reverse stock split.
Previous report
Interest expense
Previous report
Interest expense, net consists of accrued interest on a related party line of credit, net of earned interest income.
Previous report
Related Party Travel Costs. We incurred $0.5 million in related party travel costs during the year ended December 31, 2023. There were no related party travel costs incurred during the year ended December 31, 2024. Related party travel costs consisted of a lease and use of an airplane with an entity under common control. The airplane lease was terminated in March 2023, and hence, we ceased use of the airplane and there were no further costs incurred.
Previous report
On April 28, 2023, we entered into a Promissory Note and Loan Agreement with the Bay Shore Trust, a trust established by our founder, and under which various of his family members are beneficiaries (the “Bay Shore Trust”). Under this Promissory Note and Loan Agreement (the “Bay Shore Note”), we have the right to borrow up to an aggregate of $5,000,000 from the Bay Shore Trust at any time up to the second anniversary of the issuance of the Bay Shore Note or, if earlier, upon the completion of our initial public offering. Our right to borrow funds under the Bay Shore Note is subject to the absence of a material adverse change in our assets, operations, or prospects. The Bay Share Note, together with accrued interest, will become due and payable on the second anniversary of the issuance of the note, provided that it may be prepaid at any time without penalty. The Bay Shore Note will accrue interest at a rate equal 7% per annum, simple interest, during the first year that the note is outstanding and 10% per annum, simple interest, thereafter. The Bay Shore Note is unsecured. As of December 31, 2024, the Bay Shore Note was paid in full. In consideration of the loan facility provided by the Bay Shore Trust, we issued to the Bay Shore Trust a common stock purchase warrant on April 28, 2023, giving the Bay Shore Trust the right to purchase up to 1,000,000 shares of common stock at an exercise price of $5.00 per share, which warrant will expire five years after the date of grant.
Previous report
Since January 1, 2023, MIRALOGX, LLC, an intellectual property development and holding company owned by Bay Shore Trust (“MIRALOGX”), has advanced funds on behalf of Bay Shore Trust to our company in order to fund operating activities. The total amount advanced and outstanding from MIRALOGX was $1.6 million immediately prior to being consolidated into the Bay Shore Note in 2023, and such amounts become a part of the outstanding balance of the Bay Shore Note, which as of December 31, 2023, is $0.
Previous report
On July 20, 2023, we entered into a conversion agreement with the Bay Shore Trust under which the Bay Shore Trust agreed to convert, upon the completion of our initial public offering, $1,100,190 of the outstanding principal balance of the Bay Shore Note into shares of our common stock at a conversion price equal to our initial public offering price, which resulted in the issuance of 157,170 shares to the Bay Shore Trust upon the completion of our initial public offering (the “Bay Shore Trust Conversion Agreement”).
Previous report
In August 2023, we completed our IPO of common stock selling 1,275,000 shares at an offering price of $7.00 per share, resulting in gross proceeds of $8.9 million. Net proceeds received after underwriting fees and offering expenses were $8.1 million. We raised $3.2 million in 2022. Substantially all our equity capital had been raised at $1.00 per share (pre-reverse split).
Previous report
For the year ended December 31, 2023, operating activities used $4.5 million of cash, primarily due to a net loss of $12 million, a $0.6 million change in accounts payable, accrued and prepaid expenses, offset by $2.5 million in stock-based compensation expense, $0.7 million in amortization of debt issuance costs, $3.5 million of interest expense, and $1.1 million of repayments under related party line of credit. Interest income (expense), net was primarily composed of debt issuance costs, offset by interest income. Accounts payable, accrued and prepaid expenses was primarily composed of research and development payables, consultant costs, insurance costs and investor relations expenses.
Previous report
For the year ended December 31, 2023, financing activities provided $8.8 million of cash, resulting primarily from $7.7 million in proceeds from sale of common stock, less offering costs and $2.1 million in advances from related party line of credit, offset by $1.1 million of repayments under related party line of credit.
Reworded paragraphs (13)
Previous wording
The U.S. Drug Enforcement Administration (DEA)’s scientific review of Ketamir-2 and MIRA-55 concluded that it would not be considered a controlled substance or listed chemical under the Controlled Substances Act (CSA) and its governing regulations.
Current wording
The U.S. Drug Enforcement Administration (DEA) has completed its scientific review of both Ketamir-2 and MIRA-55 and concluded that neither compound would be considered a controlled substance or listed chemical under the Controlled Substances Act (CSA) and its governing regulations.
Previous wording
We had net losses of $7.9 million and $12.0 million for the year ended December 31, 2024 and December 31, 2023, respectively.
Current wording
We had net losses of $10.4 million and $7.9 million for the years ended December 31, 2025 and 2024, respectively.
Previous wording
General and administrative expenses consist of employee-related expenses, including salaries, benefits, and travel, and other administrative functions, as well as fees paid for legal, accounting and tax services, consulting fees and facilities costs not otherwise included in research and development expense. Legal costs include general corporate legal fees. We expect to incur additional expenses as a result of becoming a public company, including expenses related to compliance with the rules and regulations of the SEC and Nasdaq, additional insurance, investor relations and other administrative expenses and professional services.
Current wording
General and administrative expenses consist of employee-related expenses, including salaries, benefits, and travel, and other administrative functions, as well as fees paid for legal, accounting, and tax services, consulting fees, and facilities costs not otherwise included in research and development expense. Legal costs include general corporate legal fees. As a result of becoming a public company, we now incur additional expenses related to compliance with the rules and regulations of the SEC and Nasdaq, as well as additional costs for insurance, investor relations, professional accounting and legal services, and other administrative expenses.
Previous wording
General and Administrative Expenses. We incurred $4.7 million and $6.5 million in general and administrative expenses during the year ended December 31, 2024 and December 31, 2023, respectively. General and administrative expenses in 2024 consisted of stock compensation expense of $1.9 million, payroll expense of $0.9 million, accounting and legal expenses of $0.4 million, marketing, investor relations, advertising, and general corporate expenses of $1.0 million and insurance expenses of $0.5 million. The decrease in general and administrative expenses during 2024 relate primarily to a decrease in personnel in 2024 compared to 2023 and a concerted effort to conserve cash until the shelf registration statement and at-the-market offering was put into place in August 2024.
Current wording
General and Administrative Expenses. We incurred $8.8 million and $4.7 million in general and administrative expenses during the years ended December 31, 2025 and 2024, respectively. General and administrative expenses in 2025 consisted of stock compensation expense of $6.3 million, payroll expense of $1.3 million, accounting and legal expenses of $0.3 million, marketing, investor relations, advertising, and general corporate expenses of $0.5 million and insurance expenses of $0.4 million. The increase in general and administrative expenses during 2025 relate primarily to increase in stock-based compensation and payroll related expenses.
Previous wording
Interest income (expense). We earned $0.2 million, in interest income (expense) net, during the year ended December 31, 2024, which consisted of income earned from funds in a money market account. We incurred $3.5 million, in interest income (expense) net, during the year ended December 31, 2023, which consisted of $2.8 million of write-off of unamortized deferred financing costs, $0.7 million of debt issuance costs, offset by $0.02 million of interest income.
Current wording
Interest income (expense). We earned $0.1 million in interest income during the year ended December 31, 2025, which consisted of income earned from funds in a money market account, as compared to less than $0.2 million earned during the year ended December 31, 2024.
Previous wording
Research and Development Expenses. During the year ended December 31, 2024, we incurred $3.3 million in research and development expenses, which were primarily related to pre-IND submission work, consultants and stock compensation. During the year ended December 31, 2023, we incurred $1.6 million in research and development expenses, which were primarily related to initial payments for toxicology studies, consultants and stock compensation. The increase in research and development expenses during 2024 are related to the IND enabling studies and submission. Major components of research and development expenses during the year ended December 31, 2024 are as follows:
Current wording
Research and Development Expenses. During the year ended December 31, 2025, we incurred $1.7 million in research and development expenses, which were primarily related to pre-IND submission work and consultants. During the year ended December 31, 2024, we incurred $3.3 million in research and development expenses primarily related to initial payments for toxicology studies, consultants and stock compensation. The decrease in research and development expenses during 2025 is due to decreased development costs for MIRA-55. Major components of research and development expenses during the year ended December 31, 2025 are as follows:
Previous wording
Since our inception in September 2020, we have financed our operations primarily through an unsecured line of credit with a major shareholder and an affiliated company and through a private placement of shares of our common stock that occurred during the fourth quarter 2021 and during 2022. We intend to finance our clinical development programs and working capital needs from existing cash, potential new sources of debt and equity financing, including the proceeds from our completed IPO in August 2023, and through proceeds of an ATM offering. We may also enter into new licensing and commercial partnership agreements.
Current wording
Since our inception in September 2020, we have financed our operations primarily through an unsecured line of credit with a major shareholder and an affiliated company and through a private placement of shares of our common stock that occurred during the fourth quarter 2021 and during 2022 and our IPO that occurred in August 2023. We intend to finance our clinical development programs and working capital needs from existing cash, potential new sources of debt and equity financing, and through proceeds of an ATM offering. In the years ended December 31, 2025 and 2024 we raised $6.7 million and $3.6 million, respectively, in ATM financings. We may also enter into new licensing and commercial partnership agreements.
Previous wording
We used $5.6 million in operating activities during the year ended December 31, 2024, compared to $4.5 million in operating activities during the year ended December 31, 2023.
Current wording
We used $4.7 million in operating activities during the year ended December 31, 2025, compared to $5.6 million in operating activities during the year ended December 31, 2024.
Previous wording
We have incurred significant losses and negative cash flows from operations since inception and expect to incur additional losses until such time that we can generate significant revenue and profit. We had negative cash flow from operations of approximately $5.6 million for the year ended December 31, 2024 and an accumulated deficit of approximately $29.1 million as of December 31, 2024. As of December 31, 2024, we had cash and cash equivalents of approximately $2.8 million. We currently expect that our cash and cash equivalents be sufficient to fund our operations, development plans, and capital expenditures through at least the third quarter of 2025.
Current wording
We have incurred significant losses and negative cash flows from operations since inception and expect to incur additional losses until such time that we can generate significant revenue and profit. We had negative cash flow from operations of approximately $4.7 million for the year ended December 31, 2025, and an accumulated deficit of approximately $39.6 million as of December 31, 2025. As of December 31, 2025, we had cash and cash equivalents of approximately $6.3 million. We currently expect that our cash and cash equivalents be sufficient to fund our operations, development plans, and capital expenditures into at least the first quarter of 2027.
Previous wording
The cash used in operating activities resulted primarily from our net losses, stock-based compensation expense and changes in components of accounts payable and accrued liabilities.
Current wording
For the year ended December 31, 2025, the cash used in operating activities of $4.7 million resulted from net losses of $10.4 million, offset by $6.3 million stock-based compensation expense and $0.6 and million change in accounts payable, and prepaid expenses.
Previous wording
For the year ended December 31, 2024, operating activities used $5.6 million of cash, primarily due to a net loss of $7.9 million, offset by $1.9 million in stock-based compensation expense, and a $0.4 million change in accounts payable, accrued and prepaid expenses. Accounts payable, accrued and prepaid expenses was primarily composed of research and development payables, consultant costs, insurance costs and investor relations expenses.
Current wording
For the year ended December 31, 2024, cash used in operating activities of $5.6 million resulted from a net loss of $7.9 million, offset by $1.9 million in stock-based compensation expense, and a $0.4 million change in accounts payable, accrued liabilities, and prepaid expenses. Accounts payable, accrued liabilities, and prepaid expenses were primarily composed of research and development payables, consultant costs, insurance costs and investor relations expenses.
Previous wording
For the year ended December 31, 2024, financing activities provided $3.8 million of cash, resulting primarily from $3.6 million in proceeds from sale of common stock, less offering costs, $0.1 million from the Bay Shore Trust short-swing disgorgement, and $0.03 million in advances from related party.
Current wording
During the year ended December 31, 2024, the Company raise approximately $3.8 million from financing activities, including $3.6 million in proceeds from sale of common stock, net of offering costs, and $0.1 million from the Bay Shore Trust short-swing disgorgement.
Previous wording
We currently anticipate that we will seek to monetize our product candidates, Ketamir-2 and MIRA-55, at the end of our planned Phase II studies. Prior to that time, we anticipate that additional capital may be required to support ongoing activities and further phases of development. Should that be required, our available capital may be consumed more rapidly than currently anticipated, resulting in the need for additional funding. In addition, there can be no assurance that additional funding, when and if required, will be available at commercially favorable terms, if at all.
Current wording
We currently anticipate that we will seek to monetize our product candidates, Ketamir-2, MIRA-55, and SKNY-1, at the end of our planned Phase II studies. Prior to that time, we anticipate that additional capital may be required to support ongoing activities and further phases of development. Should that be required, our available capital may be consumed more rapidly than currently anticipated, resulting in the need for additional funding. In addition, there can be no assurance that additional funding, when and if required, will be available at commercially favorable terms, if at all.