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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): March 19, 2025
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 1.01 Entry into a Material Definitive Agreement
On March 19, 2025, MIRA Pharmaceuticals, Inc. (the “Company”) entered into a binding letter of intent (the “LOI”) with SKNY Pharmaceuticals, Inc. (“SKNY”), a privately held Delaware corporation, to acquire SKNY through a stock exchange transaction (the “Acquisition”). The acquisition will bring SKNY-1, a novel oral drug candidate targeting weight loss and smoking cessation—two of the leading causes of preventable death—into MIRA’s development pipeline. As part of the agreement, SKNY will provide a $5 million capital infusion in cash or cash equivalents, further strengthening MIRA’s financial position and supporting future growth initiatives.
SKNY holds exclusive rights to its compounds in the United States, Canada, and Mexico. Under the terms of the LOI, SKNY will merge into the Company through a stock exchange, with each outstanding share of SKNY’s common stock being exchanged for shares of MIRA’s common stock. The exact exchange ratio will be determined by an independent third-party valuation firm (the “Independent Valuator”) based on the relative values of both companies. The completion of the Acquisition is contingent upon the Independent Valuator determining that SKNY’s valuation is at least equal to or greater than that of the Company. The Acquisition will be subject to shareholder approval of both companies.
Both parties have agreed to a 90-day mutual due diligence period, during which they will work in good faith to negotiate and execute a definitive stock purchase agreement and any related transaction documents. Upon completion of the Acquisition, all of SKNY’s assets, including its drug candidates, will become wholly owned by MIRA, further expanding the Company’s development pipeline.
The foregoing description of the Letter of Intent is qualified in its entirety by the full text of the Letter of Intent, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) |
Exhibits. |
| Exhibit No. | Description | |
|
10.1 |
||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: March 24, 2025 | By: | /s/ Erez Aminov |
| Name: | Erez Aminov | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
BINDING LETTER OF INTENT
This Binding Letter of Intent (the “LOI”) constitutes a commitment by the parties hereto to negotiate in good faith and to enter into one or more definitive agreements as set forth herein. The terms and conditions of the potential transaction described below are not limited to those set forth herein. Matters that are not covered by the provisions hereof are subject to the approval and mutual agreement of the parties.
Effective Date: March 19, 2025
Parties:
MIRA Pharmaceuticals, Inc. (NASDAQ: MIRA), a Florida corporation (“MIRA”), and SKNY Pharmaceuticals, Inc., a Delaware corporation (“SKNY”).
MIRA is a publicly traded, pre-clinical-stage pharmaceutical development company focused on neuroscience programs targeting a broad range of neurologic and neuropsychiatric disorders. MIRA is currently developing Ketamir-2, an oral ketamine analog for the treatment of neuropathic pain, and MIRA-55, a THC analog for cognitive enhancement. MIRA holds exclusive rights to its compounds in the United States, Canada, and Mexico.
SKNY is a privately held company focused on the development of SKNY-1, an oral drug candidate for weight loss and smoking cessation. SKNY holds exclusive rights to its compounds in the United States and the Licensor thereof has agreed to extend such license to include Canada and Mexico.
| 1. | Binding Agreement |
This LOI constitutes a legally binding agreement between the parties, setting forth the principal terms and conditions under which MIRA shall acquire SKNY. Both parties agree to negotiate in good faith to execute a definitive agreement reflecting these terms.
| 2. | Proposed Transaction |
MIRA will acquire SKNY through a stock exchange, whereby each outstanding share of SKNY’s common stock will be exchanged for shares of MIRA’s common stock, with the exact exchange ratio to be determined by an independent third party firm based on the relative values of MIRA and SKNY (the “Transaction”). The Transaction also includes a $5 million cash or asset (or a combination of the two) contribution from SKNY which will be transferred to MIRA at closing.
| 3. | Consideration & Terms |
| ● | Cash Contribution: SKNY shall contribute an amount of assets or cash (or a combination of the two) $5,000,000 to MIRA at closing, with no contingencies. | |
| ● | Business Integration: Upon completion of the Transaction, SKNY will be fully merged into MIRA, with MIRA as the surviving entity. All of SKNY’s assets, including but not limited to its intellectual property and drug development programs, and all of SKNY’s outstanding liabilities will be acquired by MIRA. | |
| ● | The independent valuation of SKNY shall find that the valuation of SKNY is greater than the market value of MIRA. Subject to such finding and to diligence review by both parties, The exchange ratio of the SKNY shares and the MIRA shares shall be 1 for 1 based on the cap table of each of SKNY and MIRA attached hereto. |
| 4. | Post-Transaction Structure |
| ● | No Retention of SKNY Leadership: No SKNY board members, executives, employees or consultants will retain a role in MIRA following the closing of the Transaction. | |
| ● | Shareholder Lock-Up: SKNY stockholders will be subject to a six-month lock-up period on MIRA shares received as part of the Transaction. |
| 5. | Due Diligence |
MIRA and SKNY will conduct mutual due diligence over a 90-day period following execution of this LOI. SKNY shall provide full access to its financials, intellectual property, preclinical data, tax information, legal and regulatory filings.
| 6. | Closing Conditions |
The Transaction is subject to:
| (i) | Execution of a definitive agreement; |
| (ii) | Completion of satisfactory due diligence within 90 days from the date of this LOI; |
| (iii) | Confirmation by the MIRA that SKNY’s financial information fairly presents the results of operations and financial condition of SKNY’s business and operations in all material respects; |
| (iv) | Necessary regulatory approvals; |
| (v) | Approval from the boards of directors, requisite stockholders of MIRA and SKNY, material third-party and government consents, licenses, permits and other approvals; and |
| (vi) | Absence of material adverse changes to SKNY’s business or financial condition before closing. |
| 7. | Expenses |
Each party will bear its own fees and expenses related to the proposed Transaction contemplated by this LOI, including, without limitation, investment banking fees and legal, accounting and financing costs, except as otherwise agreed to by the parties.
| 8. | Exclusivity |
SKNY agrees to a six-month exclusivity period, beginning on the date of execution of this LOI, during which it shall not negotiate with or entertain offers from other parties regarding a sale, merger, or similar transaction.
| 9. | Confidentiality |
Both parties agree to, and shall cause their respective representatives to, maintain confidentiality regarding this LOI and the ongoing negotiations unless disclosure is required by law or regulatory authorities.
| 10. | Governing Law |
This LOI shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles.
| 11. | Binding Effect |
This LOI is legally binding and enforceable against both parties, except that either party may terminate the agreement if:
| ● | Due diligence reveals material adverse findings. | |
| ● | Regulatory approvals cannot be obtained. | |
| ● | The Definitive Agreement is not executed within 180 days of the due diligence period’s conclusion. |
| 12. | Expiration |
This LOI shall expire unless executed by both parties by March 31, 2025.
| 13. | Publicity |
MIRA shall have the right to disclose the LOI and the contents thereof in (i) MIRA’s current report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and other required SEC filings, such as Form 10-K annual reports and Form 10-Q quarterly reports, and (ii) MIRA’s press release about the LOI and the transactions contemplated by the LOI.
Acknowledged and Agreed:
MIRA PHARMACEUTICALS, INC.
| By: | /s/ Erez Aminov | |
| Name: | Erez Aminov | |
| Title: | CEO |
SKNY PHARMACEUTICALS, INC.
| By: | /s/ Kelly Stackpole | |
| Name: | Kelly Stackpole | |
| Title: | CEO |