v3.26.1
Asset acquisition and short-term investment – related party
6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Asset acquisition and short-term investment – related party

Note 4. Asset acquisition and short-term investment – related party

 

Acquisition of SKNY Pharmaceuticals, Inc.

 

On March 19, 2025, the Company entered into a binding letter of intent (the “LOI”) with SKNY Pharmaceuticals, Inc. (“SKNY”), a privately held Delaware corporation, which is a related party due to certain common shareholders and licensor (see Note 3, License Agreement, Related Party). The LOI provided for the acquisition of SKNY by the Company through a stock-for-stock merger with the Company’s merger subsidiary, which we formed on June 13, 2025 (the “Merger”). On September 29, 2025 (the “Closing Date”), this merger was consummated. SKNY was the survivor of this merger and became our wholly owned subsidiary. SKNY’s preclinical drug candidate, SKNY-1, is designed to modulate CB1, CB2, and MAO-B pathways to address energy storage, lipid metabolism, appetite, cravings, and reward - without the psychiatric side effects that limited earlier CB1-targeting drugs. SKNY holds exclusive rights in the worldwide to its drug candidate under license from MIRALOGX, a related party of the Company (see Note 3, License Agreement, Related Party). As of June 2, 2026, the parties entered into an Amended & Restated Exclusive License Agreement, effective retroactively to March 16, 2025, which expanded the Licensed Territory worldwide and extended coverage to include MIRA-55 in addition to SKNY-1. The Merger was recorded as an asset acquisition from a related party at acquired cost basis with two assets acquired, a license agreement and 3,521,127 shares in common stock of Telomir Pharmaceuticals, Inc. (NASDAQ: TELO) (“Telo”), a publicly traded preclinical stage biotechnology company, which is a related party to MIRA due to certain common ownership, officers and directors. The 3,521,127 shares of Telo common stock were contributed to the Company on behalf of SKNY by SKNY’s largest stockholder. The 3,521,127 shares in Telo represented $5,000,000 based on the 10-day average of the closing share price of Telo stock, $1.42, for the ten trading days prior to September 25, 2025, (the “Measurement Date”). On the Closing Date, the Company received the SKNY License with MIRALOGX which was recorded at its carryover basis of zero and received the Telo shares and recorded their value as of the closing date as $4,718,310 based on the Telo closing price on September 29, 2025 of $1.34 per share. The 3,521,127 shares in Telo were recorded on the MIRA balance sheet as a short-term equity investment.

 

Short-Term Investment – Related Party

 

As of June 30, 2026 and December 31, 2025, the Company owns approximately 5% and 10% of the outstanding shares of common stock of Telo, respectively, and accounts for its investment under the equity method of accounting, as it has the ability to exercise significant influence over Telo due to certain common directors and principal shareholders but does not control the entity. The investment is initially recorded at cost and subsequently adjusted for the Company’s proportionate share of Telo’s net income or loss, which is included in equity method loss in the accompanying statements of operations. For the three and six months ended June 30, 2026, the Company recognized a loss on equity method investment of $87,545 and $179,126, respectively representing its proportionate share on losses based on its ownership percentage. The carrying value of the investment was $4,503,973 and $4,683,099 as of June 30, 2026 and December 31, 2025, respectively.

 

 

MIRA PHARMACEUTICALS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026 AND 2025

 

Summarized unaudited financial information for Telo for the three and six months ended June 30, 2026, derived from the Company’s equity method investee’s unaudited consolidated financial statements, which are prepared in accordance with U.S. GAAP, is as follows:

 

   June 30,   December 31, 
   2026   2025 
Current assets  $5,365,904   $7,341,361 
Noncurrent assets        
Current liabilities   332,424    1,427,991 
Noncurrent liabilities        

 

   For the three months ended   For the six months ended 
   June 30, 2026   June 30, 2026 
Net revenue  $   $ 
Net loss   (1,721,528)   (2,712,475)