Mira Pharmaceuticals Inc.

12/10/2024 | Press release | Distributed by Public on 12/10/2024 16:16

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Aminov Erez
2. Issuer Name and Ticker or Trading Symbol
MIRA PHARMACEUTICALS, INC. [MIRA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O MIRA PHARMACEUTICALS, INC., 1200 BRICKELL AVE. SUITE 1950 #1183 		3. Date of Earliest Transaction (Month/Day/Year)
12/09/2024
(Street)
MIAMI, FL 33131 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) $1.19(1) 12/09/2024 A 2,000,000 (2) 12/09/2034 Common Stock 2,000,000 $ 0 2,000,000(3) D
Restricted Stock Units (4) 12/09/2024 A 500,000 (5) 12/09/2034 Common Stock 500,000 $ 0 500,000(6) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Aminov Erez
C/O MIRA PHARMACEUTICALS, INC.
1200 BRICKELL AVE. SUITE 1950 #1183
MIAMI, FL 33131 		X Chief Executive Officer

Signatures

/s/ Michelle Yanez, Attorney-in-Fact for Erez Aminov 12/10/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The exercise price of the stock options issued to the Reporting Person is equal to the closing price of the Issuer's common stock on December 6, 2024.
(2) The stock options were issued to the Reporting Person on December 6, 2024 (the "Grant Date"), pursuant to the Issuer's 2022 Omnibus Incentive Plan, as amended and restated (the "Plan"). Half of the shares subject to the option shall vest on the Grant Date and the remaining half of the shares subject to the option shall vest six months after the Grant Date.
(3) Represents 2,000,000 stock options that were issued to the Reporting Person on December 6, 2024 under the Plan. Half of the shares subject to the option shall vest on the Grant Date and the remaining half of the shares subject to the option shall vest six months after the Grant Date.
(4) Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
(5) The RSUs were issued to the Reporting Person on the Grant Date, pursuant to the Plan. Half of the shares subject to the RSU shall vest on the Grant Date and the remaining half of the shares subject to the RSU shall vest six months after the Grant Date.
(6) Represents 500,000 RSUs that were issued to the Reporting Person on December 6, 2024 under the Plan. Half of the shares subject to the RSU shall vest on the Grant Date and the remaining half of the shares subject to the RSU shall vest six months after the Grant Date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.