| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
|
Form 4 Transactions Reported. | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
MIRA PHARMACEUTICALS, INC. [ MIRA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 03/26/2025 | A(1)(2) | 62,500 | A | $1.45 | 3,530,166 | D | ||||||||
| Common Stock | 03/26/2025 | A(1)(2) | 62,500 | A | $1.45 | 3,592,666 | D | ||||||||
| Common Stock | 10/16/2025 | M(1)(3) | 234,595 | A | $1.16(3) | 3,827,259 | D | ||||||||
| Common Stock | 10/16/2025 | M(1)(4) | 379,000 | A | $0.84(4) | 4,206,259 | D | ||||||||
| Common Stock | 10/16/2025 | S(1) | 613,595 | D | $2.11 | 3,592,666 | D | ||||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Stock Options (right to buy) | $1.16(3) | 10/16/2025 | M | 234,595 | 10/16/2025 | 03/26/2034 | Common Stock | $234,595 | $0 | 234,595 | D | |||
| Stock Options (right to buy) | $0.84(4) | 10/16/2025 | M | 379,000 | 10/16/2025 | 05/28/2034 | Common Stock | 379,000 | $0 | 379,000 | D | |||
| Stock Options (right to buy) | $1.45(1) | 12/17/2025 | 4A(5) | 3,155,170(5) | (5) | 12/17/2035 | Common Stock | 3,155,170(5) | $0 | 3,155,170 | D | |||
| Explanation of Responses: |
| 1. Represents the grant of Issuer's common stock, par value $0.0001 ("Common Stock") that should have been reported on Form 4. |
| 2. Represents grants of RSUs with underlying shares of Common Stock under the Issuer's 2024 Omnibus Equity Incentive Plan (the "Plan"), for awards granted in accordance with the Issuer's CEO's Long-Term Incentive Plan. The RSUs hereunder vested upon issuance. |
| 3. Represents exercise of 234,595 stock options to purchase Common Stock under the Plan that were issued to the Reporting Person on March 26, 2024, with 50% of such options vesting on the six-month anniversary date of the grant, and the remaining half vesting on the one-year anniversary date of the grant, pursuant to a grant under the Plan at an exercise price of $1.16 each. |
| 4. Represents exercise of 379,000 stock options to purchase Common Stock under the Plan that were issued to the Reporting Person on May 28, 2024 that were vested in full and became exercisable on the same date, pursuant to a grant under the Plan at an exercise price of $0.84 each. |
| 5. Represents grants of options with underlying shares of Common Stock under the Plan, for awards granted in accordance with the Issuer's CEO's Long-Term Incentive Plan. The options hereunder vested upon issuance. |
| /s/ Erez Aminov | 02/17/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||