Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

(b) On November 18, 2024, Michael Jerman resigned from his position as a member of the doard of directors (the "Board") of MIRA Pharmaceuticals, Inc. (the "Company"), effective immediately. Mr. Jerman was the Chair of the Company's Audit Committee. Mr. Jerman served as a member of the Audit Committee. Mr. Jerman's resignation was due to his desire to pursue other activities, and not due to any disagreement with the Company.

Appointment of Director

(d) Effective November 18, 2024, Matthew Pratt Whalen was appointed as a member of the Board and Chairman of the Company's Audit Committee.

Matthew Pratt Whalen, CPA, age 45, is a Certified Public Accountant with over two decades of experience in public accounting and corporate finance. Mr. Whalen currently serves as a director and member of the compensation committee of Telmoir Pharmaceuticals, Inc. (NASDAQ: TELO) since August 2024, as well as serving as the Chief Financial Officer of Power Digital Marketing Inc., an industry leading digital marketing agency, where he has driven significant revenue growth and led key financial transactions, since May 2021. Specifically, Mr. Whalen oversees the finance team, manages tax and audit relationships, and handles treasury management. Prior to joining Power Digital, from 2010 to May 2021, Mr. Whalen was the Chief Financial Officer of MRC Smart Technology Solutions, a subsidiary of Xerox Corporation where he played a pivotal role in growing the company's revenue and managed diverse teams across multiple departments. Mr. Whalen holds a B.A. in Accounting from the University of San Diego and is a Certified Public Accountant in California. Mr. Whalen has also served on the Finance Committee of United Way San Diego. We believe that Mr. Whalen is qualified to serve as one of our directors based on his extensive experience in finance and as a Certified Public Accountant.

There are no arrangements or understandings between the new director and any other person pursuant to which he was selected as a director, and there are no transactions involving the Company and the new director that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.