Item 1A. Risk Factors 18
Item 1B. Unresolved Staff Comments 54
Item 1C. Cyber Disclosure 54
Item 2. Description of Property 54
Item 3. Legal Proceedings 54
Item 4. Mine Safety Disclosure 54
Item 5. Market for Common Equity and Related Stockholder Matters 55
Item 6. Reserved 55
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 61
Item 8. Financial Statements F-1
Item 9A. Controls and Procedures 62
Item 9B. Other Information 63
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 63
PART III 63
Item 10. Directors, Executive Officers and Corporate Governance 63
Item 11. Executive Compensation 68
Item 14. Principal Accountant Fees and Services 80
Item 15. Exhibits, Financial Statement Schedules 81
Signatures 83
Unless
we have indicated otherwise, or the context otherwise requires, references in this Report to “MIRA,” the “Company,”
“we,” “us” and “our” or similar terms refer to MIRA Pharmaceuticals, Inc., a Florida corporation.
From
time to time, we may use our website, our Facebook page at https://www.facebook.com/people/MIRA-Pharmaceuticals-Inc/100087641460083,
our Twitter at https://twitter.com/PharmaMIRA and on our LinkedIn account at www.linkedin.com/company/mira-pharmaceuticals-inc to distribute
material information. Our financial and other material information is routinely posted to and accessible on the Investors section of
our website, available at www.mirapharmaceuticals.com. Investors are encouraged to review the Investors section of our website because
we may post material information on that site that is not otherwise disseminated by us.
i
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Annual Report on Form 10-K (this “Report”) contains forward-looking statements (as defined in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act) that reflect our
current expectations and views of future events. In some cases, you can identify forward-looking statements by terms such as “may,”
“will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,”
“target,” “project,” “contemplate,” “believe,” “estimate,” “predict,”
“potential”, or “continue” or the negative of these terms or other similar expressions. In particular, statements
about our pre-clinical and clinical trials and expectations regarding such trials, the markets in which we operate, including growth
of such markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance
contained in this Report generally under the headings “Risk Factors,” “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and “Business” are forward-looking statements.
We
have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these
expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve
known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed
in this Report under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and “Business,” may cause our actual results, performance, or achievements to differ materially
from any future results, performance or achievements expressed or implied by these forward-looking statements, or could affect our share
price. Important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements
include, but are not limited to, the following
● the timing of anticipated regulatory filings;
● the timing and availability of data from our clinical trials;
● our ability to recruit and enroll suitable patients in our clinical trials;
● the pricing and reimbursement of our product candidates, if approved;
● developments relating to our competitors and our industry;
Given
the risks and uncertainties set forth in this Report, you are cautioned not to place undue reliance on such forward-looking statements.
The forward-looking statements contained in this Report are not guarantees of future performance and our actual results of operations,
financial condition, and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking
statements contained in this Report. In addition, even if our results of operations, financial condition and liquidity, and events in
the industry in which we operate, are consistent with the forward-looking statements contained in this Report, they may not be predictive
of results or developments in future periods.
Any
forward-looking statement that we make in this Report speaks only as of the date of such statement. Except as required by federal securities
laws, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking
statements, whether as a result of new information, future events or otherwise, after the date of this Report.
PART
I
ITEM
1. Description of Business
Overview
MIRA
Pharmaceuticals, Inc. (NASDAQ: MIRA, the “Company”, “we”, “us”) is a clinical-stage pharmaceutical
development company advancing a pipeline of novel oral therapeutics targeting neurologic, neuropsychiatric, metabolic, and addiction-related
disorders. The Company holds exclusive rights in the United States, Canada, and Mexico to Ketamir-2, MIRA-55, and SKNY-1, three drug
candidates designed to address significant unmet medical needs across neuropathic and inflammatory pain, central nervous system disorders,
and metabolic and behavioral conditions.
Ketamir-2
is a next-generation oral NMDA receptor modulator that has completed a Phase 1 clinical trial in healthy volunteers. The study included
both single-ascending-dose (SAD) and multiple-ascending-dose (MAD) cohorts, and dosing has been completed across all cohorts. Based on
preliminary safety data reviewed to date, no serious adverse events or dose-limiting toxicities have been reported; however, the database
remains blinded and final audited safety and pharmacokinetic analyses are ongoing. The Company is preparing to initiate a Phase 2a clinical
trial in chemotherapy-induced peripheral neuropathy (CIPN) in the first half of 2026, subject to regulatory feedback and site readiness.
MIRA-55
is a novel oral, non-psychoactive cannabinoid analog under preclinical development for inflammatory pain and central nervous system–related
conditions, including anxiety and cognitive impairment. In validated preclinical models, MIRA-55 has demonstrated both analgesic and
anti-inflammatory activity, including restoration of pain thresholds and reduction of inflammation in inflammatory pain models. In comparative
studies, the compound produced analgesic effects comparable to morphine, while also demonstrating direct anti-inflammatory activity not
observed with opioid treatment under the conditions evaluated.
In
a series of behavioral and safety assessments, MIRA-55 did not demonstrate cannabinoid-like central nervous system adverse effects, including
sedation, catalepsy, or anxiogenic responses, at tested doses in preclinical models. These findings support a differentiated pharmacological
profile designed to minimize CB1-mediated effects while maintaining therapeutic activity.
The
Company is advancing MIRA-55 through IND-enabling development activities and is targeting an Investigational New Drug (IND) submission
for inflammatory pain, subject to completion of required preclinical studies, manufacturing readiness, regulatory interactions, and available
capital resources.
The
U.S. Drug Enforcement Administration (DEA) has completed its scientific review of Ketamir-2, MIRA-55, and SKNY-1 and concluded that each
compound is not currently considered a controlled substance or listed chemical under the Controlled Substances Act (CSA) and applicable
regulations.
On
September 29, 2025, MIRA acquired SKNY Pharmaceuticals, Inc., a Delaware corporation (“SKNY”), a private company and
related party, developing SKNY-1, a preclinical-stage oral therapeutic candidate designed to modulate CB1 and CB2 receptor signaling
and selectively inhibit monoamine oxidase B (MAO-B). SKNY-1 is being developed to target pathways involved in energy balance, lipid
metabolism, appetite regulation, reward, and craving-related behaviors.
SKNY-1
has been evaluated in preclinical behavioral and metabolic models. In validated animal models that simulate obesity and reward-driven
behavior, oral administration of SKNY-1 was associated with reductions in body weight, food consumption, and nicotine-seeking behavior
compared with controls. In these studies, weight reduction was not accompanied by measurable loss of muscle mass under the conditions
evaluated. Additional findings demonstrated improvements in metabolic parameters and modulation of craving-related behaviors.
In
behavioral assessments, SKNY-1 did not demonstrate anxiety-like or other adverse central nervous system–related behavioral effects
in the models studied, and in certain conditions mitigated CB1-related behavioral responses. These observations support a differentiated
pharmacological profile relative to prior CB1-targeting agents.
The
Company is conducting additional preclinical studies to further characterize SKNY-1 in models of obesity and nicotine dependence and
is advancing the program toward IND-enabling development activities. Subject to completion of required studies, manufacturing readiness,
regulatory interactions, and available capital resources, the Company is targeting an Investigational New Drug (IND) submission for SKNY-1
in 2026.
Ketamir-2:
Selective Oral NMDA Receptor Modulator
Ketamir-2
is a patent-pending, orally bioavailable NMDA receptor modulator being developed for neuropathic pain, with an initial focus on chemotherapy-induced
peripheral neuropathy (CIPN). The Company has completed dosing in a Phase 1 clinical trial in healthy volunteers, including both single-ascending-dose
(SAD) and multiple-ascending-dose (MAD) cohorts. Database lock, unblinding, and final safety and pharmacokinetic analyses are ongoing.
Ketamir-2
is designed to selectively modulate the NMDA receptor (PCP binding site) with low binding affinity and limited off-target receptor activity,
with the goal of improving tolerability relative to ketamine. Subject to regulatory interactions and operational readiness, the Company
plans to advance Ketamir-2 into a Phase 2a clinical trial in CIPN in the first half of 2026.
MIRA-55:
Oral Cannabinoid Analog
MIRA-55
is a novel oral cannabinoid analog in preclinical development for inflammatory pain and central nervous system–related conditions,
including anxiety and cognitive impairment. The compound has been designed to preferentially modulate CB2 receptor activity while minimizing
CB1-mediated central nervous system effects.
In
preclinical models, MIRA-55 has demonstrated analgesic and anti-inflammatory activity, including restoration of pain thresholds and reduction
of inflammation in inflammatory pain models. In behavioral assessments, the compound did not demonstrate cannabinoid-like central nervous
system adverse effects under the conditions evaluated. The Company is advancing MIRA-55 through IND-enabling development activities and
is targeting an IND submission for inflammatory pain, subject to completion of required studies and regulatory interactions.
SKNY-1:
Oral Therapeutic Candidate for Metabolic and Addiction-Related Indications
SKNY-1
is a preclinical-stage oral therapeutic candidate designed to modulate CB1 and CB2 receptor signaling and selectively inhibit monoamine
oxidase B (MAO-B). The compound is being developed to target pathways involved in energy balance, appetite regulation, reward, and craving-related
behaviors, with initial focus on weight management and nicotine dependence.
In
preclinical metabolic and behavioral models, SKNY-1 has demonstrated reductions in body weight, food intake, and nicotine-seeking behavior.
In these studies, weight reduction was not associated with measurable loss of muscle mass under the conditions evaluated. Behavioral
assessments did not demonstrate adverse central nervous system–related effects in the models studied. The Company is conducting
additional preclinical studies and is advancing SKNY-1 toward IND-enabling development activities, with a targeted IND submission in
2026, subject to completion of required studies and regulatory interactions.
Regulatory
and DEA Classification
The
U.S. Drug Enforcement Administration (DEA) has completed its scientific review of Ketamir-2, MIRA-55, and SKNY-1 and concluded that each
compound is not currently considered a controlled substance or listed chemical under the Controlled Substances Act (CSA) and applicable
regulations. This regulatory distinction may facilitate clinical development and commercialization by avoiding certain regulatory requirements
applicable to controlled substances.
Preclinical
Studies and Pharmacology of Ketamir-2
We
have conducted preclinical studies to characterize the pharmacological profile, safety, and therapeutic potential of Ketamir-2, an investigational
compound targeting neuropathic pain and related conditions. These studies include in vitro and in vivo assessments evaluating receptor
binding, efficacy, selectivity, pharmacokinetics, metabolism, general pharmacology, and toxicology.
Mechanism
of Action and Receptor Selectivity
Ketamir-2
has been identified as a low-affinity NMDA receptor antagonist that selectively binds to the phencyclidine (PCP) site, with an IC50 of
approximately 100 μM. Its primary metabolite, nor-Ketamir-2, also interacts with the PCP site and does not exhibit meaningful affinity
for other receptor systems evaluated. This targeted receptor interaction differentiates Ketamir-2 from ketamine, which exhibits broader
receptor binding, including opioid and monoaminergic receptors, and binds to NMDA receptors with significantly higher affinity.
Efficacy
in Animal Models
The
pharmacological activity of Ketamir-2 has been evaluated in preclinical neuropathic pain and behavioral models. In neuropathic pain models,
including the Chung model, treatment with Ketamir-2 was associated with improvements in pain thresholds at multiple dose levels. In behavioral
assessments, including the open-field test, elevated plus maze, and forced swim test, Ketamir-2 demonstrated activity consistent with
modulation of anxiety- and depression-related pathways.
These
effects were observed without evidence of significant off-target receptor activity in the models evaluated. Preclinical findings may
not be predictive of clinical outcomes.
Phase
1 Clinical Evaluation
Ketamir-2
has been evaluated in a randomized, double-blind, placebo-controlled Phase 1 clinical trial in healthy volunteers, including both single
ascending dose (SAD) and multiple ascending dose (MAD) cohorts. Dosing has been completed across all cohorts, and database lock and final
analyses are ongoing.
Based
on safety data reviewed to date, Ketamir-2 has been observed to be generally well tolerated at the dose levels evaluated, with no serious
adverse events or dose-limiting toxicities reported. No clinically significant dissociative or psychotomimetic effects typically associated
with ketamine were observed.
These
observations are preliminary, and final safety, tolerability, and pharmacokinetic results remain subject to completion of data analysis.
Preclinical
Studies and Pharmacology of MIRA-55
We
have conducted preclinical studies to evaluate the pharmacological activity of MIRA-55, a cannabinoid analog under development for inflammatory
pain and central nervous system–related conditions. These studies include receptor-binding assays, behavioral models, and inflammatory
pain models.
In
preclinical models, MIRA-55 demonstrated activity consistent with modulation of inflammatory pathways and pain responses, including reductions
in inflammation and normalization of pain thresholds in validated inflammatory pain models. In comparative studies, MIRA-55 demonstrated
analgesic activity in these models without evidence of opioid-like or cannabinoid-like central nervous system adverse effects under the
conditions evaluated.
These
findings are based on preclinical studies, and their relevance to human clinical outcomes has not been established.
Preclinical
Studies and Pharmacology of SKNY-1
We
have conducted preclinical studies to evaluate the pharmacological activity of SKNY-1, a therapeutic candidate targeting metabolic and
addiction-related pathways, including appetite regulation and reward-driven behaviors.
In
preclinical models, including zebrafish models designed to assess obesity and craving-related behaviors, SKNY-1 administration was associated
with reductions in food intake, body weight, and nicotine-seeking behavior. In these studies, weight reduction was not associated with
measurable loss of muscle mass under the conditions evaluated. Additional observations included changes in metabolic parameters and behavioral
responses associated with reward and craving.
Preclinical
behavioral assessments did not demonstrate adverse central nervous system–related effects in the models studied.
These
findings are based on preclinical studies, and their relevance to human clinical outcomes has not been established.
Recent
Developments
Completion
of Phase 1 Clinical Trial of Ketamir-2
In
March 2026, the Company announced the completion of dosing in its Phase 1 clinical trial evaluating Ketamir-2, a proprietary oral NMDA
receptor modulator, in healthy volunteers. The randomized, double-blind, placebo-controlled study included both single ascending dose
(SAD) and multiple ascending dose (MAD) cohorts.
A
total of 56 participants were enrolled across all cohorts. Based on safety data reviewed to date, no serious adverse events or dose-limiting
toxicities have been reported at any dose level tested. In addition, no clinically significant dissociative or psychotomimetic effects
typically associated with ketamine were observed.
Database
lock, unblinding, and final pharmacokinetic and safety analyses are ongoing.
Grant
of Bonus Cash and RSUs
On
March 29, 2026, the Board and the Compensation Committee of the Board determined the certain milestone in Company’s Phase I clinical
trial had been achieved. As a result, on March 29, 2026, the grant date, the Company issued Erez Aminov $80,753 in cash and 83,500 vested
restricted stock units, with the restricted stock units having an aggregate fair market value of approximately $86,000.
Resignation
as Director Candidate
On
March 30, 2026, Kelly Stackpole informed the Company that he will not be joining the Board in the future, as was originally disclosed
in connection with the Company’s acquisition of SKNY.
Planned
Phase 2a Study in Chemotherapy-Induced Peripheral Neuropathy (CIPN)
The
Company intends to advance Ketamir-2 into a Phase 2a clinical study in patients with chemotherapy-induced peripheral neuropathy (CIPN)
under its active Investigational New Drug (IND) application. Submission of the Phase 2a protocol and supporting documentation to the
U.S. Food and Drug Administration (FDA) is expected in the first half of 2026, subject to regulatory review and site readiness.
Ketamir-2
Clinical Development Strategy
Ketamir-2
is being advanced through a staged clinical development program focused on evaluating safety, pharmacokinetics, and clinical efficacy
in neuropathic pain indications.
The
Company has completed a Phase 1 clinical trial of Ketamir-2 in healthy volunteers, including both single ascending dose (SAD) and multiple
ascending dose (MAD) cohorts. Final data analysis is ongoing.
Following
completion of Phase 1, the Company is preparing to initiate a Phase 2a proof-of-concept study in patients with chemotherapy-induced peripheral
neuropathy (CIPN) under its active Investigational New Drug (IND) application.
The
planned Phase 2a study is expected to evaluate safety, tolerability, and preliminary efficacy using validated neuropathic pain endpoints.
The Company’s objective is to generate data to support further clinical development and potential regulatory advancement.
Future
development activities may include additional studies in neuropathic pain and other central nervous system–related indications,
subject to regulatory feedback and available resources.
Compensation
Award to Chief Executive Officer
On
March 26, 2026, following the successful completion of the Phase 1 clinical trial for Ketamir-2, the Compensation Committee of the Board
of Directors approved certain performance-based compensation awards to the Company’s Chief Executive Officer, Erez Aminov, in accordance
with the Company’s 2023 Equity Incentive Plan and Short-Term Incentive program.
In
connection with the achievement of this clinical milestone:
These
awards were granted pursuant to the Company’s previously established compensation structure, which aligns executive incentives
with key clinical and strategic milestones .
Regulatory
Status and Development Progress
Ketamir-2
has completed a Phase 1 clinical trial in healthy volunteers under an active Investigational New Drug (IND) application with the U.S.
Food and Drug Administration (FDA). Final data analysis is ongoing. The Company is preparing to advance Ketamir-2 into a Phase 2a clinical
study in patients with chemotherapy-induced peripheral neuropathy (CIPN), subject to regulatory review.
MIRA-55
and SKNY-1 are currently in preclinical development. The Company is preparing to initiate IND-enabling activities, including toxicology,
safety pharmacology, and manufacturing development, in support of potential future IND submissions. The timing of such activities and
submissions will depend on regulatory interactions, development progress, and available resources.
Clinical
Development of Ketamir-2
Ketamir-2
has been evaluated in a randomized, double-blind, placebo-controlled Phase 1 clinical trial in healthy volunteers, including both single
ascending dose (SAD) and multiple ascending dose (MAD) cohorts. Dosing has been completed across all cohorts, and final data analysis
is ongoing.
Based
on safety data reviewed to date, Ketamir-2 has been observed to be generally well tolerated at the dose levels evaluated, with no serious
adverse events or dose-limiting toxicities reported. No clinically significant dissociative or psychotomimetic effects typically associated
with ketamine were observed.
The
Company is preparing to initiate a Phase 2a clinical study in patients with chemotherapy-induced peripheral neuropathy (CIPN) under its
active Investigational New Drug (IND) application. The planned study is expected to evaluate safety, tolerability, and preliminary efficacy
using validated neuropathic pain endpoints.
Clinical
Manufacturing and Supply
Recipharm
Israel Ltd., a contract development and manufacturing organization (CDMO), has completed development and GMP manufacturing of Ketamir-2
for use in preclinical and clinical studies.
Preclinical
Development of Mira-55
The
Company has conducted a series of in vitro and in vivo preclinical studies to characterize the pharmacological activity of MIRA-55.
Receptor
Pharmacology
Radio-ligand
binding and functional assays have demonstrated preferential CB2 receptor activity relative to CB1 receptors, consistent with the compound’s
design to limit CB1-mediated psychoactive effects.
Pain
and Inflammatory Models
MIRA-55
has been evaluated in validated models of inflammatory and nociceptive pain. In a formalin-induced inflammatory pain model, oral administration
of MIRA-55 restored pain thresholds to baseline levels and significantly reduced inflammation as measured by paw edema. In these studies,
MIRA-55 demonstrated greater normalization of pain responses compared to morphine, which primarily affects central pain perception without
directly addressing inflammation.
Behavioral
and Anxiety Models
MIRA-55
has been evaluated in the Elevated Plus Maze (EPM), a validated rodent model of anxiety-related behavior. In these studies, MIRA-55-treated
animals demonstrated increased time spent in open arms compared to controls, consistent with reduced anxiety-like behavior, without evidence
of sedation or locomotor impairment.
Central
Nervous System Safety Profile
Across
a range of validated behavioral assays, including hypothermia, catalepsy, open field, and EPM testing, MIRA-55 did not demonstrate cannabinoid-like
central nervous system side effects typically associated with CB1 receptor activation. No evidence of sedation, motor impairment, or
anxiogenic effects was observed in preclinical studies.
Preclinical
results may not be predictive of clinical outcomes.
SKNY-1
Preclinical Development
The
Company has conducted a series of preclinical studies to evaluate the pharmacological activity and therapeutic potential of SKNY-1 in
models of metabolic regulation, appetite, and reward-driven behavior.
Metabolic
and Weight Loss Models
SKNY-1
has been evaluated in validated zebrafish models of obesity and metabolic dysfunction. In these studies, oral administration of SKNY-1
resulted in significant reductions in body weight, with treated animals demonstrating up to approximately 30% weight loss over the study
period. Importantly, weight reduction was achieved without evidence of muscle loss, suggesting preservation of lean body mass.
In
addition, SKNY-1 treatment was associated with normalization of metabolic parameters, including reductions in liver fat accumulation
and improvements in lipid profiles, supporting its potential role in metabolic regulation.
Appetite
and Behavioral Models
In
preclinical models assessing feeding behavior and compulsivity, SKNY-1 demonstrated dose-dependent reductions in high-calorie food consumption
and decreased food-seeking behavior under stress conditions. Treated animals showed reduced compulsive feeding patterns and improved
regulation of appetite-related behaviors.
Nicotine
and Reward Models
SKNY-1
has also been evaluated in models of nicotine-seeking behavior. In these studies, treatment with SKNY-1 reduced nicotine preference and
decreased reward-seeking behavior associated with nicotine exposure. Behavioral responses in treated animals approached those observed
in non-dependent control groups, suggesting potential activity in addiction-related pathways.
Neurobehavioral
and CNS Safety Profile
In
validated behavioral models assessing anxiety-related responses, SKNY-1 demonstrated reversal of CB1 agonist-induced anxiety-like behavior
and did not exhibit the adverse neuropsychiatric effects associated with earlier CB1-targeting compounds. These findings support a differentiated
central nervous system profile relative to prior therapies in this class.
Hormonal
and Neurochemical Effects
Preclinical
studies have shown that SKNY-1 modulates key metabolic and neurohormonal markers associated with appetite and reward, including normalization
of leptin and ghrelin levels and modulation of dopamine signaling pathways. These findings are consistent with the compound’s proposed
mechanism targeting appetite regulation and reward processing.
Preclinical
results may not be predictive of clinical outcomes.
Market
Opportunity and Competitive Positioning
Ketamir-2
– Neuropathic Pain
Neuropathic
pain is a significant and growing health concern in the United States, affecting an estimated 7–10% of adults based on published
epidemiological data. According to third-party market research, the North American neuropathic pain market is estimated in the multi-billion-dollar
range and is expected to grow significantly over the remainder of the decade, driven by an aging population, increasing prevalence of
diabetes, chemotherapy-induced peripheral neuropathy (CIPN), and post-surgical nerve injuries.
There
are currently no therapies approved by the U.S. Food and Drug Administration specifically for CIPN, and treatment is typically limited
to off-label use of antidepressants, anticonvulsants, and opioids. These therapies often provide incomplete pain relief and may be associated
with tolerability and safety concerns, including sedation, cognitive impairment, and risk of dependence.
Ketamir-2
is designed as an oral NMDA receptor modulator with a differentiated safety and tolerability profile relative to ketamine, including
the absence of clinically significant dissociative effects observed to date. The Company believes Ketamir-2 may offer advantages including
oral administration, reduced abuse potential, and improved tolerability, positioning it as a potential alternative to existing therapies.
MIRA-55
– Inflammatory Pain
Chronic
inflammatory pain represents a large and underserved global market, historically dominated by opioids and nonsteroidal anti-inflammatory
drugs (NSAIDs), both of which are associated with significant safety limitations, including risk of dependence, gastrointestinal toxicity,
and cardiovascular adverse effects.
According
to third-party market research, the global non-opioid pain treatment market represents a large and growing commercial opportunity, with
continued demand for safer and more effective alternatives to existing therapies.
MIRA-55
is designed to address both inflammation and pain through preferential CB2 receptor activity, with preclinical data demonstrating dual
anti-inflammatory and analgesic effects without evidence of cannabinoid-related central nervous system side effects. The Company believes
this differentiated pharmacological profile may position MIRA-55 as a potential non-opioid alternative in the treatment of inflammatory
pain.
SKNY-1
– Obesity and Nicotine Addiction
Obesity
and nicotine addiction are among the leading causes of preventable death globally and represent large and rapidly growing therapeutic
markets.
According
to third-party market research and industry analyses, the global obesity therapeutics market is projected to exceed $100 billion over
the next decade and may reach significantly higher levels as demand for effective and accessible treatments continues to increase. Current
therapies, including GLP-1 receptor agonists, are associated with limitations such as injectable administration, gastrointestinal side
effects, and loss of lean muscle mass.
The
global smoking cessation market is also substantial and is expected to continue to grow, although existing therapies are associated with
modest long-term success rates and, in some cases, neuropsychiatric safety concerns.
SKNY-1
is a differentiated oral therapeutic designed to modulate CB1, CB2, and MAO-B pathways involved in appetite, reward, and metabolic regulation.
In preclinical studies, SKNY-1 demonstrated significant weight loss without evidence of muscle loss, reduction in high-calorie food consumption,
and reversal of nicotine-seeking behavior, along with a favorable central nervous system safety profile relative to prior CB1-targeting
agents.
The
Company believes SKNY-1’s oral administration, multi-target mechanism, and dual indication potential may position it as a differentiated
candidate across both obesity and addiction markets.
Development
Strategy
Our
development strategy is focused on advancing a diversified pipeline of differentiated small-molecule therapeutics targeting neurological,
neuropsychiatric, inflammatory, and metabolic disorders. We aim to generate clinically meaningful data, pursue efficient regulatory pathways,
and maximize long-term value through a combination of internal development and strategic collaborations.
Ketamir-2
For
Ketamir-2, our strategy is to advance clinical development in neuropathic pain, with an initial focus on chemotherapy-induced peripheral
neuropathy (CIPN), a condition with significant unmet medical need and no FDA-approved therapies.
We
have completed Phase 1 clinical development, including both single ascending dose (SAD) and multiple ascending dose (MAD) cohorts, and
are advancing toward a Phase 2a proof-of-concept study. Our objective is to generate clinical data demonstrating safety, tolerability,
and preliminary efficacy in patients.
In
parallel, we intend to evaluate additional indications where NMDA receptor modulation may have therapeutic relevance, including neuropsychiatric
disorders. We also plan to explore strategic partnerships to support later-stage development and potential commercialization.
MIRA-55
For
MIRA-55, our strategy is to advance a differentiated cannabinoid-based therapeutic targeting inflammatory pain and related conditions.
MIRA-55
is currently progressing through IND-enabling studies, including safety pharmacology, toxicology, and manufacturing scale-up activities.
Our objective is to support a potential Investigational New Drug (IND) submission and initiate clinical evaluation, subject to completion
of required studies and regulatory interactions.
We
plan to focus initial development on inflammatory pain indications, based on preclinical data demonstrating dual anti-inflammatory and
analgesic effects without evidence of cannabinoid-related central nervous system side effects. We may also evaluate additional indications
aligned with the compound’s pharmacological profile.
SKNY-1
For
SKNY-1, our strategy is to advance a novel oral therapeutic targeting obesity and nicotine addiction through a multi-pathway mechanism
involving CB1, CB2, and MAO-B modulation.
SKNY-1
is currently in preclinical development, and we are preparing for IND-enabling studies, including additional pharmacology, safety, and
toxicology assessments. We plan to conduct further studies in relevant animal models to support its therapeutic potential in metabolic
and addiction-related indications.
Our
objective is to position SKNY-1 as a differentiated oral therapy with potential dual-indication utility, and we intend to evaluate strategic
development and partnering opportunities as the program advances.
Strategic
Focus
Across
our pipeline, we intend to:
● Maintain capital-efficient development pathways
Our
goal is to build a portfolio of differentiated therapeutic candidates with the potential to address large and underserved markets while
maximizing long-term shareholder value.
Preclinical
Research and Pharmacology
Ketamir-2
Ketamir-2
has been evaluated in a series of in vitro and in vivo preclinical studies designed to characterize its pharmacological activity, receptor
selectivity, and therapeutic potential.
Preclinical
studies indicate that Ketamir-2 is a low-affinity NMDA receptor antagonist that selectively binds to the phencyclidine (PCP) site, with
reduced off-target receptor interactions compared to ketamine. In animal models of neuropathic pain, including established rodent models,
Ketamir-2 demonstrated improvements in pain thresholds relative to baseline. Behavioral assessments also indicated activity in models
commonly used to evaluate anxiety- and depression-related endpoints.
Pharmacokinetic
and metabolism studies suggest that Ketamir-2 is orally bioavailable, crosses the blood-brain barrier, and is metabolized primarily through
N-demethylation pathways. Preclinical findings may not be predictive of clinical outcomes.
MIRA-55
MIRA-55
has been evaluated in preclinical studies assessing receptor pharmacology, behavioral effects, and activity in pain and inflammation
models.
In
vitro receptor-binding and functional assays indicate that MIRA-55 exhibits preferential activity at CB2 receptors relative to CB1 receptors.
In comparative studies, MIRA-55 demonstrated greater potency at CB2 receptors than certain reference cannabinoids in GPCR-based assays.
In
animal models, MIRA-55 demonstrated activity in behavioral assays, including the Elevated Plus Maze, suggesting anxiolytic-like effects
without evidence of sedation or motor impairment. In addition, MIRA-55 showed activity in thermal and inflammatory pain models, including
increased latency in hot plate testing and reduction of inflammatory responses in established models.
Additional
studies have evaluated cognitive and behavioral endpoints to assess potential central nervous system effects. Across multiple assays,
MIRA-55 did not demonstrate cannabinoid-like adverse behavioral effects observed with certain CB1-active compounds. Preclinical findings
may not be predictive of clinical outcomes.
SKNY-1
SKNY-1
has been evaluated in preclinical metabolic and behavioral models relevant to obesity and addiction.
In
zebrafish models of obesity and craving behavior, oral administration of SKNY-1 was associated with reductions in food consumption, body
weight, and nicotine-seeking behavior compared to controls. Weight reduction observed in these studies was not associated with evidence
of muscle loss.
Mechanistically,
SKNY-1 is designed to modulate multiple pathways involved in appetite and reward, including CB1, CB2, and MAO-B. Preclinical data suggest
that SKNY-1 may influence energy balance, metabolic activity, and craving-related behaviors.
These
findings support continued preclinical development of SKNY-1. Preclinical findings may not be predictive of clinical outcomes.
The
Company’s product candidates are being developed to address significant unmet needs across large and growing therapeutic markets,
including neuropathic pain, inflammatory pain, obesity, and nicotine dependence. These markets are characterized by limitations in existing
therapies, including safety, tolerability, and long-term efficacy. The Company believes its differentiated pipeline is positioned to
address these gaps.
The
Company operates in highly competitive therapeutic areas, with numerous pharmaceutical and biotechnology companies developing treatments
targeting neuropathic pain, inflammatory pain, obesity, and nicotine dependence. Many of these competitors have substantially greater
financial, technical, and commercial resources.
Regulation
The
FDA and comparable regulatory authorities in state and local jurisdictions impose substantial and burdensome requirements upon companies
involved in the clinical development, manufacture, marketing, and distribution of drugs. These agencies and other federal, state, and
local entities regulate, among other things, the research and development, testing, manufacture, quality control, safety, effectiveness,
labeling, storage, record keeping, approval, advertising and promotion, distribution, post-approval monitoring and reporting, sampling
and export and import of our drug candidates.
U.S.
Government Regulation
In
the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or FDCA, and its implementing regulations.
The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local and foreign statutes
and regulations requires the expenditure of substantial time and financial resources. Failure to comply with the applicable U.S. requirements
at any time during the product development process, approval process or after approval, may subject an applicant to a variety of administrative
or judicial sanctions, such as the FDA’s refusal to approve pending New Drug Applications (or NDAs), withdrawal of an approval,
imposition of a clinical hold, issuance of warning letters, product recalls, product seizures, total or partial suspension of production
or distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement or civil or criminal penalties.
The
process required by the FDA before a drug may be marketed in the United States generally involves the following:
● submission to the FDA of an NDA;
● satisfactory completion of an FDA advisory committee review, if applicable;
Pre-clinical
studies
Before
testing any drug or biological product candidate in humans, the product candidate must undergo rigorous pre-clinical testing. The pre-clinical
developmental stage generally involves laboratory evaluations of drug chemistry, formulation, and stability, as well as studies to evaluate
toxicity in animals, to assess the potential for adverse events (“AEs”) and, in some cases, to establish a rationale for
therapeutic use. The conduct of pre-clinical studies is subject to federal regulations and requirements, including GLP regulations for
safety/toxicology studies. An IND sponsor must submit the results of the pre-clinical studies, together with manufacturing information,
analytical data, any available clinical data or literature and a proposed clinical protocol, to the FDA as part of the IND.
An
IND is a request for authorization from the FDA to ship an investigation product and then administer it to humans and must be allowed
to proceed by the FDA before human clinical trials may begin. Some long-term pre-clinical testing, such as animal tests of reproductive
AEs and carcinogenicity, may continue after the IND is submitted. An IND automatically becomes effective 30 days after receipt by the
FDA, unless the FDA raises concerns or questions before that time related to one or more proposed clinical trials and places the trial
on clinical hold. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin.
As a result, submission of an IND may not result in the FDA allowing clinical trials to commence.
Clinical
trials
The
clinical stage of development involves the administration of the investigational product to healthy volunteers or patients under the
supervision of qualified investigators, generally physicians not employed by, or under control of, the trial sponsor, in accordance with
GCPs, which include the requirement that all research patients provide their informed consent for their participation in any clinical
trial. Clinical trials are conducted under protocols detailing, among other things, the objectives of the clinical trial, dosing procedures,
subject selection and exclusion criteria and the parameters to be used to monitor subject safety and assess efficacy. Each protocol,
and any subsequent amendments to the protocol, must be submitted to the FDA as part of the IND. Furthermore, each clinical trial must
be reviewed and approved by an IRB for each institution at which the clinical trial will be conducted to ensure that the risks to individuals
participating in the clinical trials are minimized and are reasonable in relation to anticipated benefits. The IRB also approves the
informed consent form that must be provided to each clinical trial subject or his or her legal representative and must monitor the clinical
trial until completed. There also are requirements governing the reporting of ongoing clinical trials and completed clinical trial results
to public registries. Information about most clinical trials must be submitted within specific timeframes for publication on the www.clinicaltrials.gov
website. Information related to the product, patient population, phase of investigation, study sites and investigators and other aspects
of the clinical trial is made public as part of the registration of the clinical trial. Sponsors are also obligated to disclose the results
of their clinical trials after completion. Disclosure of the results of these trials can be delayed in some cases for up to two years
after the date of completion of the trial. Competitors may use this publicly available information to gain knowledge regarding the progress
of development programs.
Human
clinical trials are typically conducted in three sequential phases, which may overlap or be combined:
Post-approval
trials, sometimes referred to as Phase IV clinical trials, may be conducted after initial marketing approval. These trials are used to
gain additional experience from the treatment of patients in the intended therapeutic indication, particularly for long-term safety follow
up. In certain instances, the FDA may mandate the performance of Phase IV clinical trials as a condition of approval of an NDA or a Biologics
License Application (“BLA”).
Progress
reports detailing the results of the clinical trials must be submitted at least annually to the FDA and more frequently if significant
adverse events (“SAEs”) occur. The FDA or the sponsor may suspend or terminate a clinical trial at any time, or the FDA may
impose other sanctions on various grounds, including a finding that the research patients are being exposed to an unacceptable health
risk. Similarly, an IRB can refuse, suspend, or terminate approval of a clinical trial at its institution if the clinical trial is not
being conducted in accordance with the IRB’s requirements or if the drug has been associated with unexpected serious harm to patients.
Concurrently