MIRA Pharmaceuticals (MIRA) 10-Q 15 Sep 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2023	Sep. 15, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41765
Entity Registrant Name	MIRA Pharmaceuticals, Inc.
Entity Central Index Key	0001904286
Entity Tax Identification Number	85-3354547
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	855 N Wolfe Street
Entity Address, Address Line Two	Suite 601
Entity Address, City or Town	Baltimore
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21205
City Area Code	(737)
Local Phone Number	289-0835
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	MIRA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,780,885

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 24,823	$ 350,978
Deferred offering costs	353,372	143,427
Prepaid expenses	42,524
Total current assets	420,719	494,405
Deferred financing costs	3,222,083
Total assets	3,825,136	858,074
Current liabilities:
Trade accounts payable and accrued liabilities	659,101	811,738
Related party accounts payable		116,350
Related party accrued interest	39,611	34,987
Total current liabilities	2,577,045	1,370,039
Non-current operating lease liabilities	51,472	84,267
Total liabilities	2,628,517	1,454,306
Stockholders’ Deficit
Preferred Stock, $0.0001 par value, 10,000,000 and 5,000,000 shares authorized and none issued or outstanding, at June 30, 2023 and December 31, 2022.
Common Stock, $0.0001 par value; 100,000,000 and 95,000,000 shares authorized, at June 30, 2023 and December 31, 2022. 13,313,000 shares issued and outstanding at June 30, 2023 and December 31, 2022.	6,657	6,657
Additional paid-in capital	13,099,830	8,699,830
Accumulated deficit	(11,909,868)	(9,302,719)
Total stockholders’ equity (deficit)	1,196,619	(596,232)
Total liabilities and stockholders’ equity (deficit)	3,825,136	858,074
Nonrelated Party [Member]
Current assets:
Operating lease, right of use assets	132,334	164,910
Current liabilities:
Current portion of operating lease liabilities	75,362	75,143
Related Party [Member]
Current assets:
Operating lease, right of use assets		198,759
Due from related parties	50,000
Current liabilities:
Related party line of credit	1,802,971	133,062
Current portion of operating lease liabilities		$ 198,759

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	95,000,000
Common stock, shares issued	13,313,000	13,313,000
Common stock, shares outstanding	13,313,000	13,313,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues
Operating costs:
General and administrative expenses	1,071,239	1,590,474	1,685,475	2,204,409
Related party travel costs		560,800	453,550	935,700
Research and development expenses	(101,019)	269,390	170,587	751,740
Total operating costs	970,220	2,420,664	2,309,612	3,891,849
Interest expense	(295,887)	(2,315)	(297,540)	(6,177)
Net loss attributable to common stockholders	$ (1,266,107)	$ (2,422,979)	$ (2,607,152)	$ (3,898,026)
Loss per share - basic	$ (0.10)	$ (0.19)	$ (0.20)	$ (0.30)
Loss per share - diluted	$ (0.10)	$ (0.19)	$ (0.20)	$ (0.30)
Weighted average common stock shares outstanding - basic	13,313,000	13,093,000	13,313,000	13,076,000
Weighted average common stock shares outstanding - diluted	13,313,000	13,093,000	13,313,000	13,076,000

Condensed Statements of Stockho

Condensed Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Subscription Receivable [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 6,337	$ 4,499,550		$ (2,244,529)	$ 2,261,358
Balance, shares at Dec. 31, 2021	12,673,800
Sale of common stock, net	$ 201	1,718,799	(135,000)		1,584,000
Sale of common stock net , shares	402,200
Net loss				(1,475,046)	(1,475,046)
Balances at Mar. 31, 2022	$ 6,538	6,218,349	(135,000)	(3,719,575)	2,370,312
Balance, shares at Mar. 31, 2022	13,076,000
Beginning balance, value at Dec. 31, 2021	$ 6,337	4,499,550		(2,244,529)	2,261,358
Balance, shares at Dec. 31, 2021	12,673,800
Net loss					(3,898,026)
Balances at Jun. 30, 2022	$ 6,538	7,219,349		(6,142,554)	1,083,333
Balance, shares at Jun. 30, 2022	13,076,000
Beginning balance, value at Mar. 31, 2022	$ 6,538	6,218,349	(135,000)	(3,719,575)	2,370,312
Balance, shares at Mar. 31, 2022	13,076,000
Net loss				(2,422,979)	(2,422,979)
Stock-based compensation		1,001,000			1,001,000
Collection of stock subscription receivable			135,000		135,000
Balances at Jun. 30, 2022	$ 6,538	7,219,349		(6,142,554)	1,083,333
Balance, shares at Jun. 30, 2022	13,076,000
Beginning balance, value at Dec. 31, 2022	$ 6,657	8,699,830		(9,302,719)	(596,232)
Balance, shares at Dec. 31, 2022	13,313,000
Sale of common stock, net		147,800			147,800
Sale of common stock net , shares
Net loss				(1,341,044)	(1,341,044)
Balances at Mar. 31, 2023	$ 6,657	8,847,630		(10,643,763)	(1,789,476)
Balance, shares at Mar. 31, 2023	13,313,000
Beginning balance, value at Dec. 31, 2022	$ 6,657	8,699,830		(9,302,719)	(596,232)
Balance, shares at Dec. 31, 2022	13,313,000
Net loss					(2,607,152)
Balances at Jun. 30, 2023	$ 6,657	13,099,830		(11,909,868)	1,196,619
Balance, shares at Jun. 30, 2023	13,313,000
Beginning balance, value at Mar. 31, 2023	$ 6,657	8,847,630		(10,643,763)	(1,789,476)
Balance, shares at Mar. 31, 2023	13,313,000
Net loss				(1,266,107)	(1,266,107)
Stock-based compensation		737,200			737,200
Issuance of Warrants		3,515,000			3,515,000
Balances at Jun. 30, 2023	$ 6,657	$ 13,099,830		$ (11,909,868)	$ 1,196,619
Balance, shares at Jun. 30, 2023	13,313,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from Operating activities
Net loss	$ (2,607,152)	$ (3,898,026)
Adjustments to reconcile net loss to net cash from operations
Non-cash interest expense	4,623	6,177
Amortization of debt issuance costs	292,917
Stock-based compensation expense	885,000	1,001,000
Change in operating assets and liabilities:
Right of use lease, net		(5,500)
Accounts payable and accrued expenses	(268,983)	(367,984)
Prepaid expenses	(42,524)	(50,000)
Net cash flows used in operating activities	(1,736,119)	(3,314,333)
Financing activities:
Advances from (to) affiliates	1,752,971	(278,236)
Payment of deferred offering costs	(209,945)
Repayments under related party line of credit	(133,062)	(110,000)
Proceeds from sale of common stock, less offering costs		1,719,000
Net cash flows provided by financing activities	1,409,964	1,330,764
Net change in cash	(326,155)	(1,983,569)
Cash, beginning of year	350,978	2,809,552
Cash, end of period	24,823	825,983
Cash paid for interest

Condensed Statements of Cash _2

Condensed Statements of Cash Flows (Unaudited) (Parenthetical)	6 Months Ended
	Jun. 30, 2023 USD ($) shares
Amortization of debt issuance costs	$ 292,917
BayShore Trust [Member]
Shares issued | shares	1,000,000
Deferred finance cost	$ 3,500,000
Amortization of debt issuance costs	$ 300,000

Description of business and sum

Description of business and summary of significant accounting policies	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Description of business and summary of significant accounting policies	Note 1. Description of business and summary of significant accounting policies Overview MIRA Pharmaceuticals, Inc. (“MIRA” or the “Company” and formerly known as MIRA1a Therapeutics, Inc.) was formed in September 2020 and is a Florida-based pre-clinical-stage pharmaceutical development company developing an unscheduled novel synthetic THC analog. This novel compound is currently under investigation for treating adult patients suffering from anxiety and cognitive decline, often associated with early-stage dementia. MIRA1a, if approved by the FDA, could mark a significant advancement in addressing various neuropsychiatric, inflammatory, and neurologic diseases and disorders. Based on pre-clinical and animal studies conducted by the Company, the Company believes that MIRA1a may enhance the therapeutic potential for treating anxiety, cognitive decline, and neuropathic pain without the side effects of plant-based THC. Furthermore, the Company’s studies indicate that MIRA1a may counteract the adverse cognitive effects often seen with THC, thereby potentially unmasking previously unseen positive therapeutic effects, such as cognitive performance enhancement. Substantive operations began in late 2020 and the Company’s Investigative New Drug application is anticipated to be filed with the U.S. Food and Drug Administration (“FDA”) end of third quarter 2024. The Company owns U.S. Patent 10,787,675 B2, titled “Purified Synthetic Marijuana and Methods of Treatment by Administering Same,” which covers the MIRA1a compound as a new molecular entity as well as pharmaceutical formulations of the compound and methods of treating Alzheimer’s disease, anxiety, depression, and addictions. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). As used herein, the Company’s Common Stock, par value $ 0.0001 0.0001 Initial Public Offering On August 7, 2023, the Company closed its initial public offering consisting of 1,275,000 7.00 8.9 0.8 8.1 The shares were offered and sold pursuant to the Company’s Registration Statement on Form S-1, as amended (File No. 333-273024), originally filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2023 (the “Registration Statement”) and the final quarterly report filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended. The Registration Statement was declared effective by the Commission on August 2, 2023. The common stock began trading on The Nasdaq Capital Market on August 3, 2023 under the symbol “MIRA”. The closing of the IPO occurred on August 7, 2023. As of the completion of the IPO, among other things, certain of the Company’s then-outstanding convertible debt was converted into shares of common stock. See Note 5 for more information. Income taxes The Company is taxed as a C corporation. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years and for loss carryovers. A valuation allowance is recognized regarding deferred tax assets, if any, if it is more likely than not that some portion of the deferred tax asset will not be realized. Research and development expenses Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties, such as contract research organizations and consultants, who conduct research and development activities on behalf of the Company. Patent-related costs, including registration costs, documentation costs and other legal fees associated with the application, are expensed in the period in which they are incurred. MIRA PHARMACEUTICALS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (Unaudited) Leases The Company accounts for leases under the provisions of FASB ASC Topic 842, “ Leases Use of estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from such estimates and such differences could be material. Cash The Company maintains cash balances with financial institutions that management believes are of high credit quality. The Company’s cash account at times may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk from its cash account. Stock-based compensation The Company accounts for stock-based compensation under the provisions of FASB ASC 718, “ Compensation - Stock Compensation Fair Value of Financial Instruments The Company measures the fair value of financial instruments in accordance with GAAP which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company considers the carrying amount of deferred offering costs to approximate fair value due to short-term nature of this instrument. GAAP describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

Liquidity and capital resources

Liquidity and capital resources	6 Months Ended
	Jun. 30, 2023
Liquidity And Capital Resources
Liquidity and capital resources	Note 2. Liquidity and capital resources As of June 30, 2023, the Company had cash of approximately $ 0.02 1.7 1.2 0.6 MIRA PHARMACEUTICALS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (Unaudited) Historically, the Company has been primarily engaged in developing MIRA1a. During these activities, the Company sustained substantial losses. The Company’s ability to fund ongoing operations and future clinical trials required for FDA approval is dependent on the Company’s ability to obtain significant additional external funding in the near term. Since inception, the Company financed its operations through the sale of Common Stock, the IPO and related party financings. Additional sources of financing may be sought by the Company. However, there can be no assurance that any fundraising will be achieved on commercially reasonable terms, if at all.

Accounts payable and accrued li

Accounts payable and accrued liabilities	6 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
Accounts payable and accrued liabilities	Note 3 Accounts payable and accrued liabilities The following table represents the components of accounts payable and accrued liabilities as of: Schedule of Accounts Payable And Accrued Liabilities June 30, 2023 December 31, 2022 Trade accounts payable $ 645,143 $ 789,204 Prepaid insurance 13,958 - Accrued other - 22,534 Accounts payable and accrued liabilities $ 659,101 $ 811,738

License agreement, related part

License agreement, related party	6 Months Ended
	Jun. 30, 2023
License Agreement Related Party
License agreement, related party	Note 4. License agreement, related party Effective April 26, 2023 (the “Effective Date”), the Company and MyMD Pharmaceuticals, Inc. (“MYMD”) entered into an Amended and Restated Limited License Agreement with MyMD. The license grants our company a perpetual, worldwide, royalty-free non-exclusive right to use MyMD’s Supera-CBD compound, a different compound than MIRA1a, as a synthetic intermediate in the manufacture of MIRA1a for all purposes (including clinical development and commercial production). This license is perpetual, and MyMD does not have a right to terminate it. In consideration of this license, we agreed to share with MyMD technical information and know-how that pertains to the synthetic manufacture and/or formulation of our MIRA1a product candidate and granted a license to MyMD to use improvements to MIRA1a made under the agreement, agreement, and the agreement does not involve any prior or future cash payments by us The Company and MYMD have similar members of the Board, as well as officers from the respective companies.

Line of credit, related party

Line of credit, related party	6 Months Ended
	Jun. 30, 2023
Line Of Credit Related Party
Line of credit, related party	Note 5. Line of credit, related party In May 2021, the Company entered into a revolving credit facility which allowed for borrowings of up to $ 5 May 10, 2024 5 In April 2023, the Company entered into a Promissory Note and Loan Agreement with the Bay Shore Trust, a trust established by a shareholder of the Company. Under this Promissory Note and Loan Agreement (the “Bay Shore Note”), the Company has the right to borrow up to an aggregate of $ 5 7 10 The Bay Shore Note replaced the revolving credit facility that the Company entered into with Starwood Trust, a separate trust established by a shareholder of the Company, in May 2021 and pursuant to which the Company had an outstanding principal balance of $ 0.2 MIRA PHARMACEUTICALS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (Unaudited) In consideration of the loan facility provided by the Bay Shore Trust, in April 2023, the Company issued to the Bay Shore Trust a common stock purchase warrant giving the Bay Shore Trust the right to purchase up to 1,000,000 5.00 On July 20, 2023, the Company entered into a conversion agreement with the Bay Shore Trust under which the Bay Shore Trust had agreed to convert, upon the completion of the IPO, $ 1.1 157,170 1.0 0.03 0.003

Related party transactions

Related party transactions	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Related party transactions	Note 6. Related party transactions Due from related parties – Advances from affiliates Related party accounts payable Travel expenses 0.05 0.5 License agreement - See Note 3. Line of credit - See Note 4. Lease and lease reimbursements - See Note 6.

Leases

Leases	6 Months Ended
	Jun. 30, 2023
Leases
Leases	Note 7. Leases The Company’s corporate headquarters is in Baltimore, Maryland, which includes a lease for office space. This lease began in November 2021 and was amended in April 2023. This space is approximately 550 0.01 MIRA PHARMACEUTICALS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (Unaudited) The Company also has leased an office in Tampa, Florida, for its finance and general operations, which began in March 2022 for 37 months. This space is approximately 2,300 0.14 rds The Company also leased a jet (Note 5) from a related party, which lease the Company terminated on March 31 2023. Variable lease costs Variable lease costs primarily include utilities, property taxes, and other operating costs that are passed on from the lessor. Variable lease costs related to the aircraft include usage expenses, which includes pilot expenses, jet fuel and general flight expenses. The components of lease expense were as follows: Schedule of Lease Expense Six months ended June 31, Lease Costs 2023 2022 Operating Lease Cost Operating Lease $ 192,409 $ 316,523 Variable Lease Costs 309,872 637,420 Total Lease Cost $ 502,281 $ 953,943 Supplemental cash flow information related to leases were as follows: Schedule of Cash Flow Information Related to Leases Six months ended June 30, Other Lease Information 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 500,788 $ 953,943 Schedule of Remaining Weighted-average Lease Term and Weighted-average Discount Rate Six months ended June 30, 2023 2022 Lease Term and Discount Weighted Average remaining lease term 1.79 3 Weighted Average discount rate 5.0 % 5.0 % Maturity of Lease Liabilities Future minimum lease payments under non-cancellable leases as of June 30, 2023 were as follows: Schedule of Maturity of Lease Liabilities Maturity of Lease Liabilities March 31, 2023 Remainder of 2023 $ 41,408 2024 73,129 2025 17,444 Total Lease payments 131,981 Less: Interest (5,147 ) Present Value of Lease Liabilities $ 126,834 On April 1, 2023 the Company entered into an Agreement For Shared Lease Costs with MIRALOGX, LLC, (the “Shared Agreement”) who is a related party for the jet usage. Under the Shared Agreement, the Company agrees to make monthly contributions or payments in accordance with its monthly use of shared aircraft toward rent payments. However, the Company has not used the aircraft after the termination of the lease and there are no minimum payments due without usage. MIRA PHARMACEUTICALS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (Unaudited)

Stockholders_ equity

Stockholders’ equity	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Stockholders’ equity	Note 8. Stockholders’ equity Capital stock The Company has the authority to issue 110,000,000 100,000,000 10,000,000 Reverse stock-split Effective June 28, 2023, the Company completed a 1-for-5 reverse stock split of its outstanding common stock upon the filing of the Company’s Third Amended and Restated Articles of Incorporation with the Florida Secretary of State. IPO stock issuances At IPO, 1,275,000 7.00 8.9 8.1 Additionally, the Company issued its investor relations firm $ 0.25 35,715 Stock-based compensation The Company may grant options under its 2022 Omnibus Incentive Plan, as amended and restated (the “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 nonstatutory 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. 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. Expected price volatility is based on the historical volatilities of a peer group as the Company does not have a trading history for its shares prior to its IPO. Industry peers consist of several public companies in the biotech industry similar to the Company in size, stage of life cycle and product indications. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of the Company’s own stock price becomes available, or unless circumstances change such that the identified companies are no longer similar to the Company, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation. 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. MIRA PHARMACEUTICALS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (Unaudited) In April 2023, a total of 400,001 1.5 10 100% 33.3 two-year The following is option activity during the six months the six months ended June 30, 2023. Schedule of Stock option Activity Number of shares Weighted average exercise price per share Aggregate intrinsic value Outstanding as January 1, 2023 750,000 $ 5.00 Options granted 400,001 $ 5.00 Forfeitures (170,000 ) $ 5.00 Outstanding as June 30, 2023 980,001 $ 5.00 - The estimated fair value of stock options on date of grant was $ 1.5 382,501 1.7 Key assumptions used to value stock options during the six months ended June 30, 2023 are as follows: Schedule of Key Assumptions Used to Value Stock Options Expected price volatility 87.70 % Risk-free interest rate 4.13 % Weighted average fair values $ 0.706 0.751 Weighted average expected life in years 5 6 Dividend yield - Warrants Bay Shore Trust warrants In consideration of the line of credit provided by the Bay Shore Trust, the Company issued to the Bay Shore Trust a common stock purchase warrant on April 28, 2023 giving the Bay Shore Trust the right to purchase up to 1,000,000 5.00 The fair value of the warrants were estimated on the grant date using the Black-Scholes valuation model and level 3 inputs based on assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate, which resulted in $ 3.5 Key assumptions used to value warrants during the six months ended June 30, 2023 are as follows: Schedule of Key Assumptions Used to Value Warrants Expected price volatility 88.01 % Risk-free interest rate 3.51 % Weighted average fair values $ 0.703 Weighted average expected life in years 5 Dividend yield - MIRA PHARMACEUTICALS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (Unaudited) Underwriter warrants In connection with the IPO, the Company issued 63,750 7.00 Earnings Per Share During the six months ended June 30, 2023 and 2022, outstanding stock options and warrants of 1,980,001 750,000 During the three months ended June 30, 2023 and 2022, outstanding stock options, and warrants of 1,400,001 750,000

Employment Agreements

Employment Agreements	6 Months Ended
	Jun. 30, 2023
Employment Agreements
Employment Agreements	Note 9. Employment Agreements Erez Aminov On April 28, 2023, the Company entered into an employment agreement with Mr. Erez Aminov pursuant to which Mr. Aminov serves as the Company’s Chief Executive Officer on a full-time basis. Mr. Aminov’s employment agreement provides that his employment will be on an at-will basis and can be terminated by either Mr. Aminov or the Company at any time and for any reason. Under the agreement, Mr. Aminov will receive an initial base salary of $ 0.11 On August 28, 2023, the Company amended Mr. Aminov’s employment agreement to increase his yearly compensation from its current amount of $ 0.11 0.2 Michelle Yanez On April 28, 2023, the Company entered into an employment agreement with Ms. Michelle Yanez pursuant to which Ms. Yanez serves as the Company’s Chief Financial Officer on a full-time basis. Ms. Yanez’s employment agreement provides that her employment will be on an at-will basis and can be terminated by either Ms. Yanez or the company at any time and for any reason. Under the agreement, Ms. Yanez will receive an initial base salary of $ 0.17 MIRA PHARMACEUTICALS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (Unaudited) Chris Chapman On April 28, 2023, the Company entered into an employment agreement with Dr. Chris Chapman pursuant to which Dr. Chapman serves as the Company’s Executive Chairman. Dr. Chapman’s employment agreement provides that his employment will be on a part-time basis whereby Dr. Chapman will devote 50% of his full business time and effort to the business and affairs of the company, and it further provides that such employment will be on an at-will basis and can be terminated by either Dr. Chapman or the company at any time and for any reason. Under the agreement, Dr. Chapman will receive an initial base salary of $ 0.15 On August 28, 2023, the Company amended Dr. Chapman’s employment agreement to indicate that he works part-time, on an as needed basis for the Corporation, rather than fifty percent (50%) of the time, effective August 1st, 2023.

Subsequent events

Subsequent events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent events	Note 10 – Subsequent events IPO bonus compensation On August 17, 2023, the following executive officers and a director were granted bonus compensation in the form of cash and stock option grants subsequent to the IPO. All stock option grants vested immediately from the effective date of August 17, 2023, and were granted under the 2022 Omnibus Plan. Cash bonus amounts listed are net of federal, state, local income and payroll taxes: Schedule of Cash and Stock Options Awarded as Bonus Net Cash Bonus Stock Option Grant Erez Aminov $ 120,000 150,000 Chris Chapman 50,000 50,000 Michelle Yanez 50,000 20,000 Christos Nicholoudis 25,000 10,000 Total Net Cash Bonuses and Stock Option Grants $ 245,000 230,000

Description of business and s_2

Description of business and summary of significant accounting policies (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Initial Public Offering	Initial Public Offering On August 7, 2023, the Company closed its initial public offering consisting of 1,275,000 7.00 8.9 0.8 8.1 The shares were offered and sold pursuant to the Company’s Registration Statement on Form S-1, as amended (File No. 333-273024), originally filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2023 (the “Registration Statement”) and the final quarterly report filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended. The Registration Statement was declared effective by the Commission on August 2, 2023. The common stock began trading on The Nasdaq Capital Market on August 3, 2023 under the symbol “MIRA”. The closing of the IPO occurred on August 7, 2023. As of the completion of the IPO, among other things, certain of the Company’s then-outstanding convertible debt was converted into shares of common stock. See Note 5 for more information.
Income taxes	Income taxes The Company is taxed as a C corporation. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years and for loss carryovers. A valuation allowance is recognized regarding deferred tax assets, if any, if it is more likely than not that some portion of the deferred tax asset will not be realized.
Research and development expenses	Research and development expenses Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties, such as contract research organizations and consultants, who conduct research and development activities on behalf of the Company. Patent-related costs, including registration costs, documentation costs and other legal fees associated with the application, are expensed in the period in which they are incurred. MIRA PHARMACEUTICALS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (Unaudited)
Leases	Leases The Company accounts for leases under the provisions of FASB ASC Topic 842, “ Leases
Use of estimates	Use of estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from such estimates and such differences could be material.
Cash	Cash The Company maintains cash balances with financial institutions that management believes are of high credit quality. The Company’s cash account at times may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk from its cash account.
Stock-based compensation	Stock-based compensation The Company accounts for stock-based compensation under the provisions of FASB ASC 718, “ Compensation - Stock Compensation
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company measures the fair value of financial instruments in accordance with GAAP which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company considers the carrying amount of deferred offering costs to approximate fair value due to short-term nature of this instrument. GAAP describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

Accounts payable and accrued _2

Accounts payable and accrued liabilities (Tables)	6 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
Schedule of Accounts Payable And Accrued Liabilities	The following table represents the components of accounts payable and accrued liabilities as of: Schedule of Accounts Payable And Accrued Liabilities June 30, 2023 December 31, 2022 Trade accounts payable $ 645,143 $ 789,204 Prepaid insurance 13,958 - Accrued other - 22,534 Accounts payable and accrued liabilities $ 659,101 $ 811,738

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2023
Leases
Schedule of Lease Expense	Schedule of Lease Expense Six months ended June 31, Lease Costs 2023 2022 Operating Lease Cost Operating Lease $ 192,409 $ 316,523 Variable Lease Costs 309,872 637,420 Total Lease Cost $ 502,281 $ 953,943
Schedule of Cash Flow Information Related to Leases	Supplemental cash flow information related to leases were as follows: Schedule of Cash Flow Information Related to Leases Six months ended June 30, Other Lease Information 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 500,788 $ 953,943
Schedule of Remaining Weighted-average Lease Term and Weighted-average Discount Rate	Schedule of Remaining Weighted-average Lease Term and Weighted-average Discount Rate Six months ended June 30, 2023 2022 Lease Term and Discount Weighted Average remaining lease term 1.79 3 Weighted Average discount rate 5.0 % 5.0 %
Schedule of Maturity of Lease Liabilities	Future minimum lease payments under non-cancellable leases as of June 30, 2023 were as follows: Schedule of Maturity of Lease Liabilities Maturity of Lease Liabilities March 31, 2023 Remainder of 2023 $ 41,408 2024 73,129 2025 17,444 Total Lease payments 131,981 Less: Interest (5,147 ) Present Value of Lease Liabilities $ 126,834

Stockholders_ equity (Tables)

Stockholders’ equity (Tables)	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Schedule of Stock option Activity	The following is option activity during the six months the six months ended June 30, 2023. Schedule of Stock option Activity Number of shares Weighted average exercise price per share Aggregate intrinsic value Outstanding as January 1, 2023 750,000 $ 5.00 Options granted 400,001 $ 5.00 Forfeitures (170,000 ) $ 5.00 Outstanding as June 30, 2023 980,001 $ 5.00 -
Schedule of Key Assumptions Used to Value Stock Options	Key assumptions used to value stock options during the six months ended June 30, 2023 are as follows: Schedule of Key Assumptions Used to Value Stock Options Expected price volatility 87.70 % Risk-free interest rate 4.13 % Weighted average fair values $ 0.706 0.751 Weighted average expected life in years 5 6 Dividend yield -
Schedule of Key Assumptions Used to Value Warrants	Key assumptions used to value warrants during the six months ended June 30, 2023 are as follows: Schedule of Key Assumptions Used to Value Warrants Expected price volatility 88.01 % Risk-free interest rate 3.51 % Weighted average fair values $ 0.703 Weighted average expected life in years 5 Dividend yield -

Subsequent events (Tables)

Subsequent events (Tables)	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Schedule of Cash and Stock Options Awarded as Bonus	Cash bonus amounts listed are net of federal, state, local income and payroll taxes: Schedule of Cash and Stock Options Awarded as Bonus Net Cash Bonus Stock Option Grant Erez Aminov $ 120,000 150,000 Chris Chapman 50,000 50,000 Michelle Yanez 50,000 20,000 Christos Nicholoudis 25,000 10,000 Total Net Cash Bonuses and Stock Option Grants $ 245,000 230,000

Description of business and s_3

Description of business and summary of significant accounting policies (Details Narrative) - USD ($)	Aug. 07, 2023	Jun. 30, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Finite-Lived Patents, Gross		$ 10,787,675
Common stock, par value		$ 0.0001	$ 0.0001
Preferred stock, par value		$ 0.0001	$ 0.0001
Subsequent Event [Member]
Subsequent Event [Line Items]
Issuance of shares	1,275,000
Share price	$ 7
Proceeds of issuance of IPO	$ 8,900,000
Subsequent Event [Member] | IPO [Member]
Subsequent Event [Line Items]
Proceeds of issuance of IPO	8,100,000
Underwriting commission and other offering expenses	$ 800,000

Liquidity and capital resourc_2

Liquidity and capital resources (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Liquidity And Capital Resources
Cash	$ 24,823		$ 350,978
Net cash in operations	1,736,119	$ 3,314,333
Stockholders deficit	1,196,619		(596,232)
Stockholders deficit	$ (1,196,619)		$ 596,232

Schedule of Accounts Payable An

Schedule of Accounts Payable And Accrued Liabilities (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Trade accounts payable	$ 645,143	$ 789,204
Prepaid insurance	13,958
Accrued other		22,534
Accounts payable and accrued liabilities	$ 659,101	$ 811,738

Line of credit, related party (

Line of credit, related party (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended
	Aug. 14, 2023	Jul. 20, 2023	Apr. 30, 2023	May 31, 2021
Starwood Trust [Member]
Defined Benefit Plan Disclosure [Line Items]
Outstanding principal balance				$ 5,000
Debt instrument, maturity date				May 10, 2024
Interest rate				5%
BayShore Trust [Member]
Defined Benefit Plan Disclosure [Line Items]
Outstanding principal balance			$ 5,000	$ 200
Issuance of common stock			1,000,000
Exercise price			$ 5
BayShore Trust [Member] | Subsequent Event [Member]
Defined Benefit Plan Disclosure [Line Items]
Outstanding principal balance	$ 1,000	$ 1,100
Issuance of common stock		157,170
Payment of accrued interest	30
Payment of accrued interest, remains payable	$ 3
BayShore Trust [Member] | Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest rate			7%
BayShore Trust [Member] | Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest rate			10%

Related party transactions (Det

Related party transactions (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Apr. 30, 2021	Jun. 30, 2023	Jun. 30, 2022
Related Party Transactions [Abstract]
Lease charges	$ 50,000	$ 502,281	$ 953,943
Related party. travel cost		$ 500,000

Schedule of Lease Expense (Deta

Schedule of Lease Expense (Details) - USD ($)	1 Months Ended	6 Months Ended
	Apr. 30, 2021	Jun. 30, 2023	Jun. 30, 2022
Leases
Operating Lease		$ 192,409	$ 316,523
Variable Lease Costs		309,872	637,420
Total Lease Cost	$ 50,000	$ 502,281	$ 953,943

Schedule of Cash Flow Informati

Schedule of Cash Flow Information Related to Leases (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Leases
Operating cash flows from operating leases	$ 500,788	$ 953,943

Schedule of Remaining Weighted-

Schedule of Remaining Weighted-average Lease Term and Weighted-average Discount Rate (Details)	Jun. 30, 2023	Jun. 30, 2022
Leases
Weighted Average remaining lease term	1 year 9 months 14 days	3 years
Weighted Average discount rate	5%	5%

Schedule of Maturity of Lease L

Schedule of Maturity of Lease Liabilities (Details)	Jun. 30, 2023 USD ($)
Leases
Remainder of 2023	$ 41,408
2024	73,129
2025	17,444
Total Lease payments	131,981
Less: Interest	(5,147)
Present Value of Lease Liabilities	$ 126,834

Leases (Details Narrative)

Leases (Details Narrative) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) ft²
MOLDOVA
Leased office space | ft²	550
Base rent | $	$ 10
FLORIDA
Leased office space | ft²	2,300
Base rent | $	$ 140

Schedule of Stock option Activi

Schedule of Stock option Activity (Details)	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares
Equity [Abstract]
Number of shares, Outstanding beginning balance | shares	750,000
Weighted average exercise price per share, Outstanding beginning balance | $ / shares	$ 5
Number of shares, Options granted | shares	400,001
Weighted average exercise price per share, Options granted | $ / shares	$ 5
Number of shares, forfeitures | shares	(170,000)
Weighted average exercise price per share, forfeitures | $ / shares	$ 5
Number of shares, Outstanding ending balance | shares	980,001
Weighted average exercise price per share, outstanding ending balance | $ / shares	$ 5
Aggregate intrinsic value, outstanding | $

Schedule of Key Assumptions Use

Schedule of Key Assumptions Used to Value Stock Options (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares
Expected price volatility	87.70%
Risk-free interest rate	4.13%
Dividend yield
Minimum [Member]
Weighted average fair values	$ 0.706
Weighted average expected life in years	5 years
Maximum [Member]
Weighted average fair values	$ 0.751
Weighted average expected life in years	6 years

Schedule of Key Assumptions U_2

Schedule of Key Assumptions Used to Value Warrants (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected price volatility	87.70%
Risk-free interest rate	4.13%
Dividend yield
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected price volatility	88.01%
Risk-free interest rate	3.51%
Weighted average fair values	$ 0.703
Weighted average expected life in years	5 years
Dividend yield

Stockholders_ equity (Details N

Stockholders’ equity (Details Narrative) - USD ($)			1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 28, 2023	Apr. 28, 2023	Apr. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Class of Stock [Line Items]
Authorized capital shares				110,000,000		110,000,000
Common stock, shares authorized				100,000,000		100,000,000		95,000,000
Undesignated preferred stock, shares authorized				10,000,000		10,000,000		5,000,000
Reverse stock split	Effective June 28, 2023, the Company completed a 1-for-5 reverse stock split of its outstanding common stock upon the filing of the Company’s Third Amended and Restated Articles of Incorporation with the Florida Secretary of State.
Proceeds from issuance of common stock							$ 1,719,000
Share-based compensation arrangement, options, outstanding			400,001
Share-based compensation options, granted			$ 1,500,000			$ 1,500,000
Option expiration period			10 years
Options exercisable				382,501		382,501
Unrecognized compensation costs				$ 1,700,000		$ 1,700,000
Director [Member]
Class of Stock [Line Items]
Share-based payment award, vesting rights, percentage			100%
Executive Officer and Management Employee and Consultant [Member]
Class of Stock [Line Items]
Share-based payment award, vesting rights, percentage			33.30%
Share-based payment award, vesting period			2 years
Share-Based Payment Arrangement, Option [Member]
Class of Stock [Line Items]
Computation of diluted earnings per share				1,400,001	750,000	1,980,001	750,000
Warrant [Member]
Class of Stock [Line Items]
Share-based compensation arrangement, options, outstanding		1,000,000
Exercise price per share		$ 5
Deferred financing costs				$ 3,500,000		$ 3,500,000
Computation of diluted earnings per share				1,400,001	750,000	1,980,001	750,000
Underwriter Warrants [Member]
Class of Stock [Line Items]
Exercise price per share				$ 7		$ 7
Warrants to purchase common stock				63,750		63,750
IPO [Member] | Restricted Stock [Member]
Class of Stock [Line Items]
Number of shares issued						35,715
Shares issued, value						$ 250,000
IPO [Member] | Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued						1,275,000
Shares issued price per share				$ 7		$ 7
Gross proceeds from IPO						$ 8,900,000
Proceeds from issuance of common stock						$ 8,100,000
Undesignated Preferred Stock [Member]
Class of Stock [Line Items]
Undesignated preferred stock, shares authorized				10,000,000		10,000,000

Employment Agreements (Details

Employment Agreements (Details Narrative) - Employment Agreement [Member] - USD ($) $ in Thousands	Aug. 28, 2023	Apr. 28, 2023
Erez Aminov [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Initial base salary per year		$ 110
Erez Aminov [Member] | Subsequent Event [Member] | Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Officers compensation	$ 110
Erez Aminov [Member] | Subsequent Event [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Officers compensation	$ 200
Michelle Yanez [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Initial base salary per year		170
Chris Chapman [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Initial base salary per year		$ 150

Schedule of Cash and Stock Opti

Schedule of Cash and Stock Options Awarded as Bonus (Details) - Subsequent Event [Member]	Aug. 17, 2023 USD ($) shares
Deferred Bonus [Member]
Subsequent Event [Line Items]
Net Cash Bonus | $	$ 245,000
Share-Based Payment Arrangement, Option [Member]
Subsequent Event [Line Items]
Stock Option Grant | shares	230,000
Erez Aminov [Member] | Deferred Bonus [Member]
Subsequent Event [Line Items]
Net Cash Bonus | $	$ 120,000
Erez Aminov [Member] | Share-Based Payment Arrangement, Option [Member]
Subsequent Event [Line Items]
Stock Option Grant | shares	150,000
Chris Chapman [Member] | Deferred Bonus [Member]
Subsequent Event [Line Items]
Net Cash Bonus | $	$ 50,000
Chris Chapman [Member] | Share-Based Payment Arrangement, Option [Member]
Subsequent Event [Line Items]
Stock Option Grant | shares	50,000
Michelle Yanez [Member] | Deferred Bonus [Member]
Subsequent Event [Line Items]
Net Cash Bonus | $	$ 50,000
Michelle Yanez [Member] | Share-Based Payment Arrangement, Option [Member]
Subsequent Event [Line Items]
Stock Option Grant | shares	20,000
Christos Nicholoudis [Member] | Deferred Bonus [Member]
Subsequent Event [Line Items]
Net Cash Bonus | $	$ 25,000
Christos Nicholoudis [Member] | Share-Based Payment Arrangement, Option [Member]
Subsequent Event [Line Items]
Stock Option Grant | shares	10,000