Note 9. Stockholders’ equity

Capital stock

The Company has the authority to issue 110,000,000 shares of capital stock, consisting of 100,000,000 shares of Common Stock and 10,000,000 shares of undesignated preferred stock, whose rights and privileges will be defined by the Board of Directors when a series of preferred stock is designated.

Common Stock sold under ATM

On August 12, 2024, the Company filed a shelf registration statement with the SEC to facilitate the issuance of our common stock and entered into an At-the-Market Offering Agreement (the “ATM Agreement”) with Rodman & Renshaw LLC, under which the Company may offer and sell shares of its Common Stock, with an aggregate offering amount sold of up to $19,268,571. On September 24, 2024, the Company filed a prospectus supplement to amend the shelf registration statement to update the maximum amount eligible to be sold under the ATM Agreement to $75 million.

During the year ended December 31, 2025, under the ATM Agreement, the Company sold and issued 4,133,402 shares of Common Stock at an average price per share of $1.62 and received net proceeds of $6,714,512 after deducting commissions and other fees of $292,470. During the year ended December 31, 2024, under the ATM Agreement, the Company has sold 1,779,967 shares of Common Stock in 2024 at an average price per share of $1.65 and received net proceeds of approximately $3.6 million, after deducting commissions and other fees of $0.13 million.

Common Stock issued for Acquisition

On September 29, 2025, in connection with acquisition of SKNY Pharmaceuticals, Inc. (See Note 5), the Company issued 19,755,738 new shares in Company Common Stock to the SKNY shareholders. The common shares were valued at $26,275,132 based on the quoted trading price of the Company’s stock on September 29, 2025 of $1.33 per share. The excess fair value of the Company common shares issued over the $4,718,311 net assets received in SKNY of $21,556,821 has been reflected as a deemed dividend with a charge to additional paid-in capital of $21,556,821. The net increase to equity of the common shares was $4,718,311.

Stock settlement agreement

On April 24, 2024 the Company settled a claim submitted by certain shareholders under Section 16 of the Securities Exchange Act involving the Company that claimed illegal profits were earned on stock transactions involving insiders of the Company. After investigation, the Company informed the insider, Bay Shore Trust, of the claim and came to agreement with the shareholders, requiring the disgorgement of profits by the insider back to the Company in the amount of $148,703, which was recorded in additional paid in capital in the accompanying consolidated financial statements as of December 31, 2024.

Common Stock issued upon stock option exercise

During the year ended December 31, 2025, former and current executives of the Company exercised outstanding stock options to acquire an aggregate of 863,595 shares of the Company’s common stock. The Company received net cash proceeds of $888,282 in connection with these option exercises. There were no stock options exercised during the year ended December 31, 2024.

Common Stock issued for vested RSUs

During the year ended December 31, 2025, a total of 625,000 restricted stock units were vested, resulting in the issuance of 625,000 shares of common stock. During the year ended December 31, 2024, no common stock was issued in as a result of vesting of restricted stock units.

2022 Omnibus Incentive Plan

In June 2022, the Company’s Board of Directors adopted, and its stockholders approved, the Company’s 2022 Omnibus Incentive Plan, as amended and restated in August 2023, (“2022 Omnibus Plan”). The 2022 Omnibus Plan authorizes the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Company’s employees and any of its parent and subsidiary corporations’ employees, and for the grant of non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to the Company’s employees, directors, and consultants and any of its future subsidiary corporations’ employees and consultants. On September 11, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) in which it was voted upon to increase the shares provided under the plan from 5,000,000 shares to 8,000,000 shares. In addition, the number of shares available for issuance under the Plan includes an annual increase on the first day of each fiscal year equal to the lesser of (a) 500,000 shares, (b) 5.0% of the outstanding shares of all classes of our common stock as of the last day of the immediately preceding fiscal year, or (c) such other amount as the Company’s board of directors may determine.

As of December 31, 2025, the 2022 Omnibus Plan provides that 8,780,939 shares of the Company’s Common Stock are reserved for issuance under the 2022 Omnibus Plan, all of which may be issued pursuant to the exercise of incentive stock options.

MIRA PHARMACEUTICALS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

Stock-based compensation

The fair value of each option award is estimated on the grant date using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Historically, the Company estimated expected price volatility based on the historical volatilities of a peer group as the Company did not have a multi-year trading history for its shares. Industry peers consist of several public companies in the biotech industry similar to the Company in size, stage of life cycle, and product indications. In September 2025, the Company commenced using the historical volatility of its shares as an estimate of expected share price volatility.

Expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus contract term. The risk-free rate is based on the 5-year U.S. Treasury yield curve in effect at the time of grant. The Company recognizes forfeitures as they occur.

During the year ended December 31, 2025, a total of 3,230,170 options to purchase Common Stock, with an aggregate fair market value of approximately $4.5 million were granted to the Company’s executive officers, management, and consultants of the Company. Options have a term of 10 years from the grant date. These options vest in various terms ranging from immediate vesting upon grant to the second anniversary of the grant date.

During the year ended December 31, 2024, a total of 3,599,000 options to purchase Common Stock, with an aggregate fair market value of approximately $2.79 million were granted to the Company’s executive officers, management, and consultants of the Company. Options have a term of 10 years from the grant date. These options vest in various terms ranging from immediate vesting upon grant to the second anniversary of the grant date.

The following table summarizes the Company’s employee and non-employee stock option activity under the 2022 Omnibus Plan for the following periods:

 Schedule of option activity

The Company recognized approximately $6.1 million and $1.9 million in stock-based compensation when includes compensation for stock options and vested RSUs in 2025 and 2024, respectively. The weighted average grant-date fair values of options granted during the years ended December 31, 2025 and 2024 were $1.40 and $0.77 per share, respectively. As of December 31, 2025, there is approximately $54,000 of unrecognized compensation cost related to unvested stock options granted under the Company’s 2022 Plan that is expected to be recognized over the next year.

MIRA PHARMACEUTICALS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

Key assumptions used to value stock options during the years ended December 31, 2025 and 2024 are as follows:

 Schedule of fair value options issued

On September 15, 2025, the compensation committee of the Company voted to reprice the exercise price of certain stock options previously granted to the Chief Executive Officer, Erez Aminov. In total, 300,000 stock options were repriced from $5.00 and $6.50 per share, to use the closing price of $1.38, MIRA’s common stock on September 15, 2025, as the exercise price. As a result of this stock option repricing, an additional expense of $124,972 was included in stock-based compensation for the year ended December 31, 2025.

On July 15, 2025, Michelle Yanez, the Company’s former Chief Financial Officer, exercised options to purchase 126,061 shares of the Company’s common stock. The Company received $151,023 in net proceeds from this transaction.

On September 12, 2025, Michelle Yanez exercised options to purchase 98,939 shares of the Company’s common stock. The Company received $117,019 in net proceeds from this transaction.

On September 22, 2025, a former company employee exercised options to purchase 25,000 shares of the Company’s common stock. The Company received $29,750 in net proceeds from this transaction.

On October 16, 2025, Erez Aminov, the Company’s Chairman and Chief Executive Officer, exercised options to purchase 613,595 shares of the Company’s common stock. The Company received $590,490 in net proceeds from this transaction.

Restricted Stock Units

During the year ended December 31, 2024, a total of 500,000 restricted stock units (“RSU”), with an aggregate fair market value of approximately $0.6 million were granted to the Company’s Chief Executive Officer under the 2022 Omnibus Incentive Plan. These RSU’s vest as follows: (i) 50% on February 12, 2025 (ii) 50% at 6-month anniversary of date of grant. The awards were fair valued using the closing price of the stock of $1.19 on December 6^th, 2024. All these RSU’s were vested during the year ended December 31, 2025.

On March 26, 2025, the compensation committee of the Company adopted the Company’s Executive Incentive Compensation Plan (the “EICP”) for Erez Aminov, its Chairman and Chief Executive Officer. Under the EICP, Mr. Aminov will be eligible for certain long-term awards of up to 500,000 performance-based and market condition-based restricted stock units of the Company’s common stock, par value $0.001 upon the Company achieving specified milestones based upon the Company reaching certain market capitalization values and the progress of the Company’s drug candidates. All awards under the EICP are subject to the approval of the Board and the Committee. Furthermore, the Board and the Committee, each in its sole discretion, generally retain the right to amend, supplement, supersede or cancel any awards under the EICP for any reason, and reserve the right to determine whether and when to pay out any bonus amounts pursuant to or outside of the EICP, regardless of the achievement of the performance targets.

On July 18, 2025, the Board and the Committee determined the Market capitalization threshold of $25 million had been achieved. As a result, on August 15, 2025, the grant date, the Company issued Erez Aminov $50,000 in cash and 62,500 vested restricted stock units, with the restricted stock units having an aggregate fair market value of $93,750. On December 16, 2025, the Board and the Committee determined the Market capitalization threshold of $50 million had been achieved. As a result, on December 12, 2025, the grant date, the Company issued Erez Aminov $50,000 in cash and 62,500 vested restricted stock units, with the restricted stock units having an aggregate fair market value of $90,625.

MIRA PHARMACEUTICALS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

The following is RSU activity during the year ended December 31, 2025:

 Schedule of restricted stock unit activity

Warrants

In connection with various transactions and the IPO summarized below, the Company issue stock warrants. Warrant activity for the year ended December 31, 2025 is summarized below:

 Schedule of warrant activity