MIRA PHARMACEUTICALS, INC.

DEF 14A 1 formdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

MIRA Pharmaceuticals, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

MIRA Pharmaceuticals, Inc.

1200 Brickell Avenue

Suite 1950 #1183

Miami, FL 33131

(786) 423-9792

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of MIRA Pharmaceuticals, Inc.:

We are pleased to invite you to attend the Annual Meeting of shareholders (the “Annual Meeting”) of MIRA Pharmaceuticals, Inc., a Florida corporation (“MIRA” or the “Company”), which will be held exclusively online via live audio-only webcast athttps://edge.media-server.com/mmc/p/4w5fbtvt (password: mira2026) at 10:00 a.m. Eastern Time on September 11, 2026. MIRA has chosen to hold an exclusively virtual annual meeting rather than an in-person meeting to provide greater access for shareholders who may wish to attend. At the Annual Meeting, unless postponed or adjourned to a later date, MIRA will ask its holders of common stock, par value $0.0001 per share, among other things:

The Board has fixed the close of business on July 21, 2026 (the “Record Date”) as the date for a determination of shareholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

The Annual Meeting will be held virtually. If you hold your shares in an account at a brokerage firm, bank, dealer or other similar organization and wish to vote at the meeting, you will need to obtain a “legal proxy” from that entity and submit it when you register. On the day of the Annual Meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and entering the password you received via email in your registration confirmation. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit questions prior to and during the meeting. To vote at the meeting, (a) if you hold your shares through a bank, broker or other nominee, you will need the control number you receive by email after registering, and (b) if you hold your shares in an account with our transfer agent, you will need the control number shown on your proxy card or email notification of the Annual Meeting.

By Order of the Board,

/s/ Erez Aminov

Erez Aminov

Chairman of the Board

Miami, Florida

July 28, 2026

Your vote is important. Whether or not you plan to participate in the Annual Meeting, please read the attached Proxy Statement and then promptly complete, date, sign and return the enclosed proxy card to ensure your representation and the presence of a quorum at the Annual Meeting. You may cast your vote by visiting www.voteproxy.com. As permitted by the Notice and Access rules of the Securities and Exchange Commission, we are making this notice and the accompanying proxy statement, proxy card and 2025 Annual Report available to shareholders electronically via the Internet at the following website: www.egproxyportal.com/27484/annual.

Promptly voting your shares will save us the expenses and additional work of solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you choose to do so, as your proxy is revocable any time before it is exercised.

Table of Contents

MIRA Pharmaceuticals, Inc.

1200 Brickell Avenue

Suite 1950 #1183

Miami, FL 33131

(786) 423-9792

ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT

This proxy statement (the “Proxy Statement”) is being sent to the holders of shares of common stock, par value $0.0001 per share (“Common Stock”) of MIRA Pharmaceuticals, Inc., a Florida corporation (“MIRA” or the “Company”) on or about July 29, 2026, in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Annual Meeting of Shareholders of the Company, which will be held at 10:00 a.m., Eastern Time, on September 11, 2026, via live audio-only webcastat https://edge.media-server.com/mmc/p/4w5fbtvt (password: mira2026) (the “Annual Meeting”).