MIRA Pharmaceuticals (MIRA) S-1 18 Dec 23 IPO registration Financial data

Cover

Cover	9 Months Ended
	Sep. 30, 2023
Entity Addresses [Line Items]
Document Type	S-1
Amendment Flag	false
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
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Business Contact [Member]
Entity Addresses [Line Items]
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
Contact Personnel Name	Erez Aminov

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 5,868,330	$ 350,978	$ 2,809,552
Deferred offering costs		143,427	100,000
Prepaid expenses	202,817
Total current assets	6,071,147	494,405	2,909,552
Deferred financing costs, net	2,782,708
Total assets	9,018,212	858,074	3,355,164
Current liabilities:
Trade accounts payable and accrued liabilities	779,573	811,738	228,406
Related party accounts payable		116,350	547,600
Total current liabilities	868,373	1,370,039	1,093,806
Non-current operating lease liabilities	34,528	84,267
Total liabilities	902,901	1,454,306	1,093,806
Stockholders’ Equity (deficit)
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized and none issued or outstanding at September 30, 2023 and 5,000,000 authorized and none issued or outstanding at December 31, 2022.
Common Stock, $0.0001 par value; 100,000,000 shares authorized, at September 30, 2023 and 14,780,885 shares issued and outstanding. 95,000,000 shares authorized at December 31, 2022 and 13,313,000 shares issued and outstanding.	1,478	6,657	6,337
Additional paid-in capital	23,611,517	8,699,830	4,499,550
Accumulated deficit	(15,497,684)	(9,302,719)	(2,244,529)
Total stockholders’ equity (deficit)	8,115,311	(596,232)	2,261,358
Total liabilities and stockholders’ equity (deficit)	9,018,212	858,074	3,355,164
Nonrelated Party [Member]
Current assets:
Operating lease, right of use assets	114,357	164,910
Current liabilities:
Current portion of operating lease liabilities	74,328	75,143
Related Party [Member]
Current assets:
Operating lease, right of use assets		198,759
Due from related party	50,000
Advances to affiliates			445,612
Current liabilities:
Related party line of credit		133,062	293,062
Related party accrued interest	14,472	34,987	$ 24,738
Current portion of operating lease liabilities		$ 198,759

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	5,000,000	5,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	95,000,000	95,000,000
Common stock, shares issued	14,780,885	13,313,000	12,673,800
Common stock, shares outstanding	14,780,885	13,313,000	12,673,800

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenues
Operating costs:
General and administrative expenses	2,144,832	736,059	3,830,303	2,940,469	2,992,125	770,115
Related party travel costs		357,350	453,550	1,293,050	1,704,350	697,600
Research and development expenses	1,015,252	714,968	1,185,839	1,466,708	2,351,465	684,447
Total operating costs	3,160,084	1,808,377	5,469,692	5,700,227	7,047,940	2,152,162
Interest expense, net	(427,732)	(2,307)	(725,273)	(8,484)	(10,250)	(24,374)
Net loss attributable to common stockholders	$ (3,587,816)	$ (1,810,684)	$ (6,194,965)	$ (5,708,711)	$ (7,058,190)	$ (2,176,536)
Basic loss per share	$ (0.26)	$ (0.14)	$ (0.45)	$ (0.43)
Diluted loss per share	$ (0.26)	$ (0.14)	$ (0.45)	$ (0.43)
Weighted average common stock shares outstanding - basic	13,639,197	13,168,556	13,639,197	13,166,200
Weighted average common stock shares outstanding - diluted	13,639,197	13,168,556	13,639,197	13,166,200

Condensed Statements of Stockho

Condensed Statements of Stockholders' Equity - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Subscription Receivable [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Dec. 31, 2020	$ 5,887		$ (5,887)	$ (67,993)	$ (67,993)
Balance, shares at Dec. 31, 2020	11,773,800
Sale of common stock, net	$ 450	4,499,550			4,500,000
Sale of common stock, net, shares	900,000
Collection of stock subscription receivable			5,887		5,887
Net loss				(2,176,536)	(2,176,536)
Balance 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)
Balance 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
Balance 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					(5,708,711)
Balance at Sep. 30, 2022	$ 6,628	8,267,059		(7,953,238)	320,449
Balance, shares at Sep. 30, 2022	13,256,000
Balance 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	$ 320	2,903,680			2,904,000
Sale of common stock, net, shares	639,200
Net loss				(7,058,190)	(7,058,190)
Stock-based compensation		1,296,600			1,296,600
Balance at Dec. 31, 2022	$ 6,657	8,699,830		(9,302,719)	(596,232)
Balance, shares at Dec. 31, 2022	13,313,000
Balance 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
Collection of stock subscription receivable			135,000		135,000
Net loss				(2,422,979)	(2,422,979)
Stock-based compensation		1,001,000			1,001,000
Balance at Jun. 30, 2022	$ 6,538	7,219,349		(6,142,554)	1,083,333
Balance, shares at Jun. 30, 2022	13,076,000
Sale of common stock, net	$ 90	899,910			900,000
Sale of common stock, net, shares	180,000
Net loss				(1,810,684)	(1,810,684)
Stock-based compensation		147,800			147,800
Balance at Sep. 30, 2022	$ 6,628	8,267,059		(7,953,238)	320,449
Balance, shares at Sep. 30, 2022	13,256,000
Balance 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
Net loss				(1,341,044)	(1,341,044)
Balance at Mar. 31, 2023	$ 6,657	8,847,630		(10,643,763)	(1,789,476)
Balance, shares at Mar. 31, 2023	13,313,000
Balance 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					(6,194,965)
Balance at Sep. 30, 2023	$ 1,478	23,611,517		(15,497,684)	8,115,311
Balance, shares at Sep. 30, 2023	14,780,885
Balance 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
Balance at Jun. 30, 2023	$ 6,657	13,099,830		(11,909,868)	1,196,619
Balance, shares at Jun. 30, 2023	13,313,000
Net loss				(3,587,816)	(3,587,816)
Stock-based compensation	(5,326)	1,457,459			1,452,133
Issuance of common stock at IPO, net	$ 128	7,704,152			7,704,279
Issuance of common stock at IPO, net, shares	1,275,000
Issuance of common stock Related to conversion of debt	$ 16	1,100,080			1,100,096
Issuance of common stock Related to conversion of debt, shares	157,170
Issuance of common stock	$ 4	249,996			250,000
Issuance of common stock, shares	35,715
Balance at Sep. 30, 2023	$ 1,478	$ 23,611,517		$ (15,497,684)	$ 8,115,311
Balance, shares at Sep. 30, 2023	14,780,885

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Cash flows from Operating activities
Net loss	$ (6,194,965)	$ (5,708,711)	$ (7,058,190)	$ (2,176,536)
Adjustments to reconcile net loss to net cash from operations
Non-cash interest expense			10,250	24,374
(Interest Expense)/Income- Accrued, net	(20,515)	8,484
Amortization of debt issuance costs	732,292
Stock-based compensation expense	2,337,133	1,148,800	1,296,600
Change in operating assets and liabilities:
Right of use lease, net		(5,500)	(5,500)
Accounts payable and accrued expenses	(148,516)	(20,300)	152,081	776,006
Prepaid expenses	(202,817)	(52,096)
Net cash flows used in operating activities	(3,497,388)	(4,629,323)	(5,604,759)	(1,376,156)
Financing activities:
Advances to affiliates	(50,000)	(463,236)	445,612	(426,732)
Payment of deferred offering costs	143,427	(38,578)	(43,427)	(100,000)
Net (repayments) borrowings under related party line of credit			(160,000)	203,062
Collection of stock subscription receivable				5,887
Repayments under related party line of credit	(133,062)	(110,000)
Proceeds from sale of common stock, less offering costs	7,704,279	2,619,000	2,904,000	4,500,000
Issuance of Common Stock Conversion of Debt	1,100,096
Issuance of Common Stock in lieu of fees	250,000
Net cash flows provided by financing activities	9,014,740	2,007,186	3,146,185	4,182,217
Net change in cash	5,517,352	(2,622,137)	(2,458,574)	2,806,061
Cash, beginning of year	350,978	2,809,552	2,809,552	3,491
Cash, end of period	5,868,330	187,415	350,978	2,809,552
Cash paid for interest

Condensed Statements of Cash _2

Condensed Statements of Cash Flows (Parenthetical) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Right to use asset and liability		$ 1,000,000
Amortization of debt issuance costs	$ 732,292
Bay Shore Trust [Member]
Shares issued	1,000,000
Deferred finance cost	$ 3,500,000
Amortization of debt issuance costs	$ 700,000
Bay Shore Trust [Member] | Common Stock [Member]
Shares issued	157,170
Deferred finance cost	$ 1,100,000
MZ Group [Member]
Shares issued	35,715
Deferred finance cost	$ 250,000

Description of business and sum

Description of business and summary of significant accounting policies	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Description of business and summary of significant accounting policies	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 with two neuroscience programs targeting a broad range of neurologic and neuropsychiatric disorders. The Company’s novel oral pharmaceutical marijuana, MIRA1a, 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. The Company has an exclusive licensing agreement for Ketamir-2, a unique, patent pending novel oral ketamine analog under investigation to potentially deliver ultra-rapid antidepressant effects, providing hope for individuals battling treatment-resistant depression (TRD) and major depressive disorder with suicidal ideation (MDSI). The U.S. Drug Enforcement Administration (DEA)’s scientific review of MIRA1a and Ketamir-2 concluded that neither would be considered a controlled substance or listed chemical under the Controlled Substances Act (CSA) and its governing regulations. 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 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 1.2 7.7 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. 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).	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 with two neuroscience programs targeting a broad range of neurologic and neuropsychiatric disorders. The Company’s novel oral pharmaceutical marijuana, MIRA1a, 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. The Company has an exclusive licensing agreement for Ketamir-2, a unique, patent pending novel oral ketamine analog under investigation to potentially deliver ultra-rapid antidepressant effects, providing hope for individuals battling treatment-resistant depression (TRD) and major depressive disorder with suicidal ideation (MDSI). The U.S. Drug Enforcement Administration (DEA)’s scientific review of MIRA1a and Ketamir-2 concluded that neither would be considered a controlled substance or listed chemical under the Controlled Substances Act (CSA) and its governing regulations. 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 first quarter 2024. The Company owns U.S. Patent 10,787,675 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 Pending transactions The Company is in the process of preparing for an initial public offering and expects to be listed under the NASDAQ symbol “MIRA.” The transaction is expected to be complete in second half of 2023. The Company incurred $ 0.04 0.1 Income taxes The Company is 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. MIRA Pharmaceuticals, Inc. NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2022, AND DECEMBER 31, 2021 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. 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 Change in Accounting Principle In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance for accounting for leases under Topic 840, Leases. The FASB also subsequently issued additional ASUs which amend and clarify Topic 842. The most significant change in the new leasing guidance is the requirement to recognize right-to-use (ROU) assets and lease liabilities for operating leases on the balance sheet. The Company adopted these ASUs effective January 1, 2022 using the modified retrospective approach. As a result of adopting these ASUs, the Company recorded ROU assets and lease liabilities of approximately $ 1.0 0.4

Liquidity and capital resources

Liquidity and capital resources	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Liquidity And Capital Resources
Liquidity and capital resources	Note 2. Liquidity and capital resources As of September 30, 2023, the Company had cash of approximately $ 5.9 3.5 8.1 0.6 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. The Company believes that current cash and the proceeds of the August 2023 IPO are sufficient to fund operations until approximately Q4 2024. Additional financing will be needed by the Company to fund its operations after such date to complete clinical developments and to commercially develop its product candidate. However, there can be no assurance that any fundraising will be achieved on commercially reasonable terms, if at all.	Note 2. Liquidity and capital resources As of December 31, 2022, the Company had cash of approximately $ 0.4 5.6 0.6 2.3 3.2 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 and related party financings. See Note 4 for details of a related party line of credit established in 2021. 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. MIRA Pharmaceuticals, Inc. NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2022, AND DECEMBER 31, 2021 The Company expects to be able to fund operations through the anticipated initial public offering, or through the first quarter of 2024, with available borrowings on the related party line of credit (Note 4). Should actual cash expenditures exceed management’s budget, the Company may be forced to curtail operations along with implementing other cost-saving measures, such as a reduction in staff, reducing the use of outside professional service providers, or significantly modifying or delaying the development of our product candidates.

License agreement, related part

License agreement, related party	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
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 the 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.	Note 3. License agreement, related party On April 28, 2022, and subsequently amended and restated on June 27, 2022 (the “Effective Date”), the Company and MyMD Pharmaceuticals, Inc. (“MYMD”) entered into a non-exclusive, royalty-free license (the “Agreement”) to use MYMD’s Supera-CBD as a synthetic intermediate in the manufacture of MIRA1a for research and development activities relating to our planned pre-clinical and clinical studies. This Agreement was amended on April 17, 2023 to extend its original one-year term through December 31, 2024. The term of agreement may be extended by mutual agreement of the parties for an additional period that is reasonably necessary to complete the manufacture of quantities of MIRA1a needed for pre-clinical or clinical studies. Either party may terminate this Agreement without cause upon forty-five (45) calendar days prior written notice to the other Party. 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	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
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 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 0.01	Note 4. Line of credit, related party In May 2021, the Company entered into a revolving credit facility which allows for borrowings of up to $ 5,000,000 May 10, 2024 5

Related party transactions

Related party transactions	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Related party transactions	Note 6. Related party transactions Due from related parties – 0.05 Advances from affiliates 1.06 Related party accounts payable Travel expenses 0.05 0.5 License agreement - See Note 4. Line of credit - See Note 5.	Note 5. Related party transactions Advances to affiliates Related party accounts payable Travel expenses 0.05 1.7 0.7 License agreement - See Note 3. Line of credit - See Note 4. Lease and lease reimbursements - See Note 6. Consulting and employment agreements – See Note 9. MIRA Pharmaceuticals, Inc. NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2022, AND DECEMBER 31, 2021

Leases

Leases	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
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 The Company had 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 0.1 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 Nine months ended September 30, Lease Costs 2023 2022 Operating Lease Cost Operating Lease $ 200,283 $ 333,046 Variable Lease Costs 311,126 637,420 Total Lease Cost $ 511,409 $ 970,466 Supplemental cash flow information related to leases were as follows: Schedule of Cash Flow Information Related to Leases Nine months ended September 30, Other Lease Information 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 511,409 $ 970,466 Schedule of Remaining Weighted-average Lease Term and Weighted-average Discount Rate Nine months ended September 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 September 30, 2023 were as follows: Schedule of Maturity of Lease Liabilities Maturity of Lease Liabilities September 30, 2023 Remainder of 2023 $ 20,722 2024 74,402 2025 17,444 Total Lease payments 112,568 Less: Interest (3,711 ) Present Value of Lease Liabilities $ 108,857 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.	Note 6. Lease Leases The Company leases certain office space and an airplane. The Company determines whether a contract contains a lease at inception by determining if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately with amounts allocated to the lease and non-lease components based on relative stand-alone prices. Right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the present value of the future minimum lease payments over the lease term. Renewal and termination clauses that are factored into the determination of the lease term if it is reasonably certain that these options would be exercised by the Company. Lease assets are amortized over the lease term unless there is a transfer of title or purchase option reasonably certain of exercise, in which case the asset life is used. Certain of our lease agreements include variable payments. Variable lease payments not dependent on an index or rate primarily consist of common area maintenance charges and are not included in the calculation of the ROU asset and lease liability and are expensed as incurred. In order to determine the present value of lease payments, the Company uses the implicit rate when it is readily determinable. As most of the Company’s leases do not provide an implicit rate, management uses the Company’s incremental borrowing rate based on the information available at lease commencement to determine the present value of lease payments. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company does not have leases where it is involved with the construction or design of an underlying asset. The Company has no material obligation for leases signed but not yet commenced as of December 31, 2022. The Company does not have any material sublease activities. Practical Expedients Elected ● The Company elected the three transition practical expedients that permit an entity to (a) not reassess whether expired or existing contracts contain leases, (b) not reassess lease classification for existing or expired leases, and (c) not consider whether previously capitalized initial direct costs would be appropriate under the new standard. ● The Company has elected to account for lease and non-lease components as a single component. 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 2022 2021 Year ended December 31, Lease Costs 2022 2021 Operating Lease Cost Operating Lease $ 657,797 $ - Variable Lease Costs 1,112,913 - Total Lease Cost $ 1,770,710 $ - MIRA Pharmaceuticals, Inc. NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2022, AND DECEMBER 31, 2021 Supplemental cash flow information related to leases were as follows: Schedule of Cash Flow Information Related to Leases Other Lease Information 2022 2021 Year ended December 31, Other Lease Information 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 626,304 $ - Schedule of Remaining Weighted-average Lease Term and Weighted-average Discount Rate Year ended December 31, 2022 2021 Lease Term and Discount Weighted Average remaining lease term 0.53 - Weighted Average discount rate 5.0 % - Maturity of Lease Liabilities Future minimum lease payments under non-cancellable leases as of December 31, 2022 were as follows: Schedule of Maturity of Lease Liabilities Maturity of Lease Liabilities December 31, 2022 2023 281,050 2024 69,309 2025 17,444 Total Lease payments 367,803 Less: Interest (9,634 ) Present Value of Lease Liabilities 358,169

Income taxes

Income taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income taxes	Note 7. Income taxes The significant components of the Company’s net deferred tax assets are as follows as of December 31: Schedule of Components of Net Deferred Tax Assets 2022 2021 December 31, 2022 2021 Deferred tax assets Net operating loss carry-forward $ 1,061,300 $ 572,355 Section 174 Qualified Research Expenditures 388,230 - Stock compensation 330,633 - ROU liability 91,333 - Other 6,120 - Deferred tax assets Gross 1,877,616 572,355 Less: valuation allowance (1,784,880 ) (572,355 ) Total deferred tax asset 92,736 - Deferred tax liabilities ROU asset (92,736 ) - Total net deferred tax asset $ - $ - Beginning in 2022, in accordance with Internal Revenue Code Section 174, Qualified Research Expenditures are capitalized for tax purposes and amortized over a period of five years. Accordingly, for income tax purposes, the Company has recorded a deferred tax asset totaling approximately $ 0.4 MIRA Pharmaceuticals, Inc. NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2022, AND DECEMBER 31, 2021 The components of the provision for income taxes consist of the following: Schedule of Components of Provision For Income Taxes 2022 2021 Deferred tax: Deferred (1,212,525 ) (555,017 ) Change in valuation allowance 1,212,525 555,017 Total deferred - - Total provision for income taxes $ - $ - ASC Topic 740 requires that a deferred tax amount be reduced by a valuation allowance if, based on the weight of available evidence it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. The Company has recorded a full valuation allowance against its deferred tax assets generated by net operating loss carryforwards as it has determined that such amounts may not be recognizable, given the historical losses of the Company to date. As of December 31, 2022, the Company has a cumulative federal net operating loss carryforward of approximately $ 4.2

Stockholders_ equity

Stockholders’ equity	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
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 7.7 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. During the nine months ended September 30, 2023, a total of 635,001 2.75 10 100 33.33 33.33 two-year The following is option activity during the nine months ended September 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 635,001 $ 5.00 Forfeitures (170,000 ) $ 5.00 Outstanding as September 30, 2023 1,215,001 $ 5.00 $ - The estimated fair value of stock options on date of grant was $ 1.3 760,004 1.5 Key assumptions used to value stock options during the nine months ended September 30, 2023 are as follows: Schedule of Key Assumptions Used to Value Stock Options Expected price volatility 116.64 % Risk-free interest rate 4.42 % Weighted average fair values $ 5.384 - $ 5.631 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 nine months ended September 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 - Underwriter warrants In connection with the IPO, the Company issued 63,750 7.00 Earnings Per Share During the nine months ended September 30, 2023 and 2022, outstanding stock options and warrants of 2,215,001 750,000 During the three months ended September 30, 2023 and 2022, outstanding stock options, and warrants of 1,235,001 750,000	Note 8. Stockholders’ equity Capital stock The Company has the authority to issue 110,000,000 100,000,000 10,000,000 Private placement During the year ended December 31, 2022, the Company sold 3.2 1.00 0.3 2.9 2022 Omnibus Incentive Plan In June 2022, the Company’s Board of Directors adopted, and its stockholders approved, the Company’s 2022 Omnibus Incentive Plan, (“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 2022 Omnibus Plan provides that 10,000,000 Stock-based compensation During the year ended December 31, 2022, a total of 750,000 2.7 10 100 25 33.3 two-year 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. MIRA Pharmaceuticals, Inc. NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2022, AND DECEMBER 31, 2021 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. 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 U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. The key assumptions used in determining the fair value of options granted during the year ended December 31, 2022 follows: Schedule of Key Assumptions Used to Value Warrants Expected price volatility 84.42 % Risk-free interest rate 3.38 % Fair value of common stock $ 1.00 Minimum and maximum average expected life in years 5 6.50 Dividend yield - Option activity during the year ended December 31, 2022 was as follows: Schedule of Stock option Activity Number of shares Weighted average exercise price per share Aggregate intrinsic value Outstanding as January 1, 2022 - Options granted 750,000 $ 5.00 Outstanding as December 31, 2022 750,000 $ 5.00 - As of December 31, 2022, options exercisable totaled 280,000 1.4

Employment Agreements

Employment Agreements	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
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 17, 2023, Mr. Aminov received a $ 0.12 million cash bonus net of federal, state, local and income taxes related to the successful completion of the IPO. 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 On August 17, 2023, Ms. Yanez received a $ 0.05 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 17, 2023, Dr. Chapman received a $ 0.05 million cash bonus net of federal, state, local and income taxes related to the successful completion of the IPO. 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. On October 13, 2023, the Company amended Dr. Chapman’s employment agreement to reflect a temporary reduction in his compensation from $ 0.15 0.05 0.15 Christos Nicholoudis On April 28, 2023, the Company entered into an employment agreement with Christos Nicholoudis pursuant to which Mr. Nicholoudis serves as the Company’s General Counsel. Mr. Nicholoudis’ employment agreement provides that Mr. Nicholoudis 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 Mr. Nicholoudis or the company at any time and for any reason. Under the agreement, Mr. Nicholoudis will receive an initial base salary of $ 0.075 On August 17, 2023, Mr. Nicholoudis received a $ 0.025	Note 9 – Consulting and employment agreements Employment Agreements On April 1, 2022, the Company entered into a Consulting Agreement with Dr. Chapman pursuant to which he provided regulatory and drug development consulting services to the Company on an as-requested basis. Pursuant to the Consulting Agreement, he was to be paid a one-time fee of $ 0.1 0.05 0.02 In his capacity as a consultant, Dr. Chapman was also granted on June 15, 2022, an option to purchase up to 200,000 5.00 25 10 20,000 5.00 100 10

Subsequent events

Subsequent events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent events	Note 10 – Subsequent events The Company has evaluated subsequent events through April 4, 2023, in connection with the preparation of these financial statements, which is the date the financial statements were available to be issued. Reverse Stock Split Effective June 28, 2023, the Company completed a 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. No fractional shares were or will be issued in connection with the reverse stock split, and all such fractional shares resulting from the reverse stock split were and will be rounded up to the nearest whole number. The shares issuable upon the exercise of our outstanding options and warrants, and the exercise prices of such options and warrants, have been adjusted to reflect the reverse stock split. Unless otherwise noted, the share and per share information in this prospectus reflects the reverse stock split.

Accounts payable and accrued li

Accounts payable and accrued liabilities	9 Months Ended
	Sep. 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 September 30, 2023 December 31, 2022 Trade accounts payable $ 510,688 $ 789,204 Pre-clinical research and toxicology studies 254,293 - Accrued other 14,592 22,534 Accounts payable and accrued liabilities $ 779,573 $ 811,738

Description of business and s_2

Description of business and summary of significant accounting policies (Policies)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Overview	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 with two neuroscience programs targeting a broad range of neurologic and neuropsychiatric disorders. The Company’s novel oral pharmaceutical marijuana, MIRA1a, 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. The Company has an exclusive licensing agreement for Ketamir-2, a unique, patent pending novel oral ketamine analog under investigation to potentially deliver ultra-rapid antidepressant effects, providing hope for individuals battling treatment-resistant depression (TRD) and major depressive disorder with suicidal ideation (MDSI). The U.S. Drug Enforcement Administration (DEA)’s scientific review of MIRA1a and Ketamir-2 concluded that neither would be considered a controlled substance or listed chemical under the Controlled Substances Act (CSA) and its governing regulations. 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 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	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 with two neuroscience programs targeting a broad range of neurologic and neuropsychiatric disorders. The Company’s novel oral pharmaceutical marijuana, MIRA1a, 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. The Company has an exclusive licensing agreement for Ketamir-2, a unique, patent pending novel oral ketamine analog under investigation to potentially deliver ultra-rapid antidepressant effects, providing hope for individuals battling treatment-resistant depression (TRD) and major depressive disorder with suicidal ideation (MDSI). The U.S. Drug Enforcement Administration (DEA)’s scientific review of MIRA1a and Ketamir-2 concluded that neither would be considered a controlled substance or listed chemical under the Controlled Substances Act (CSA) and its governing regulations. 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 first quarter 2024. The Company owns U.S. Patent 10,787,675 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
Pending transactions		Pending transactions The Company is in the process of preparing for an initial public offering and expects to be listed under the NASDAQ symbol “MIRA.” The transaction is expected to be complete in second half of 2023. The Company incurred $ 0.04 0.1
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.	Income taxes The Company is 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. MIRA Pharmaceuticals, Inc. NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2022, AND DECEMBER 31, 2021
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.	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.
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.	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.	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	Stock-based compensation The Company accounts for stock-based compensation under the provisions of FASB ASC 718, “ Compensation - Stock Compensation
Change in Accounting Principle		Change in Accounting Principle In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance for accounting for leases under Topic 840, Leases. The FASB also subsequently issued additional ASUs which amend and clarify Topic 842. The most significant change in the new leasing guidance is the requirement to recognize right-to-use (ROU) assets and lease liabilities for operating leases on the balance sheet. The Company adopted these ASUs effective January 1, 2022 using the modified retrospective approach. As a result of adopting these ASUs, the Company recorded ROU assets and lease liabilities of approximately $ 1.0 0.4
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 1.2 7.7 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.
Leases	Leases The Company accounts for leases under the provisions of FASB ASC Topic 842, “ Leases
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).

Leases (Tables)

Leases (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Leases
Schedule of Lease Expense	The components of lease expense were as follows: Schedule of Lease Expense Nine months ended September 30, Lease Costs 2023 2022 Operating Lease Cost Operating Lease $ 200,283 $ 333,046 Variable Lease Costs 311,126 637,420 Total Lease Cost $ 511,409 $ 970,466	The components of lease expense were as follows: Schedule of Lease Expense 2022 2021 Year ended December 31, Lease Costs 2022 2021 Operating Lease Cost Operating Lease $ 657,797 $ - Variable Lease Costs 1,112,913 - Total Lease Cost $ 1,770,710 $ -
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 Nine months ended September 30, Other Lease Information 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 511,409 $ 970,466	Supplemental cash flow information related to leases were as follows: Schedule of Cash Flow Information Related to Leases Other Lease Information 2022 2021 Year ended December 31, Other Lease Information 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 626,304 $ -
Schedule of Remaining Weighted-average Lease Term and Weighted-average Discount Rate	Schedule of Remaining Weighted-average Lease Term and Weighted-average Discount Rate Nine months ended September 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 Remaining Weighted-average Lease Term and Weighted-average Discount Rate Year ended December 31, 2022 2021 Lease Term and Discount Weighted Average remaining lease term 0.53 - Weighted Average discount rate 5.0 % -
Schedule of Maturity of Lease Liabilities	Future minimum lease payments under non-cancellable leases as of September 30, 2023 were as follows: Schedule of Maturity of Lease Liabilities Maturity of Lease Liabilities September 30, 2023 Remainder of 2023 $ 20,722 2024 74,402 2025 17,444 Total Lease payments 112,568 Less: Interest (3,711 ) Present Value of Lease Liabilities $ 108,857	Future minimum lease payments under non-cancellable leases as of December 31, 2022 were as follows: Schedule of Maturity of Lease Liabilities Maturity of Lease Liabilities December 31, 2022 2023 281,050 2024 69,309 2025 17,444 Total Lease payments 367,803 Less: Interest (9,634 ) Present Value of Lease Liabilities 358,169

Income taxes (Tables)

Income taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Components of Net Deferred Tax Assets	The significant components of the Company’s net deferred tax assets are as follows as of December 31: Schedule of Components of Net Deferred Tax Assets 2022 2021 December 31, 2022 2021 Deferred tax assets Net operating loss carry-forward $ 1,061,300 $ 572,355 Section 174 Qualified Research Expenditures 388,230 - Stock compensation 330,633 - ROU liability 91,333 - Other 6,120 - Deferred tax assets Gross 1,877,616 572,355 Less: valuation allowance (1,784,880 ) (572,355 ) Total deferred tax asset 92,736 - Deferred tax liabilities ROU asset (92,736 ) - Total net deferred tax asset $ - $ -
Schedule of Components of Provision For Income Taxes	The components of the provision for income taxes consist of the following: Schedule of Components of Provision For Income Taxes 2022 2021 Deferred tax: Deferred (1,212,525 ) (555,017 ) Change in valuation allowance 1,212,525 555,017 Total deferred - - Total provision for income taxes $ - $ -

Stockholders_ equity (Tables)

Stockholders’ equity (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Schedule of Key Assumptions Used to Value Warrants	Key assumptions used to value warrants during the nine months ended September 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 -	The key assumptions used in determining the fair value of options granted during the year ended December 31, 2022 follows: Schedule of Key Assumptions Used to Value Warrants Expected price volatility 84.42 % Risk-free interest rate 3.38 % Fair value of common stock $ 1.00 Minimum and maximum average expected life in years 5 6.50 Dividend yield -
Schedule of Stock option Activity	The following is option activity during the nine months ended September 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 635,001 $ 5.00 Forfeitures (170,000 ) $ 5.00 Outstanding as September 30, 2023 1,215,001 $ 5.00 $ -	Option activity during the year ended December 31, 2022 was as follows: Schedule of Stock option Activity Number of shares Weighted average exercise price per share Aggregate intrinsic value Outstanding as January 1, 2022 - Options granted 750,000 $ 5.00 Outstanding as December 31, 2022 750,000 $ 5.00 -
Schedule of Key Assumptions Used to Value Stock Options	Key assumptions used to value stock options during the nine months ended September 30, 2023 are as follows: Schedule of Key Assumptions Used to Value Stock Options Expected price volatility 116.64 % Risk-free interest rate 4.42 % Weighted average fair values $ 5.384 - $ 5.631 Weighted average expected life in years 5 6 Dividend yield -

Accounts payable and accrued _2

Accounts payable and accrued liabilities (Tables)	9 Months Ended
	Sep. 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 September 30, 2023 December 31, 2022 Trade accounts payable $ 510,688 $ 789,204 Pre-clinical research and toxicology studies 254,293 - Accrued other 14,592 22,534 Accounts payable and accrued liabilities $ 779,573 $ 811,738

Description of business and s_3

Description of business and summary of significant accounting policies (Details Narrative) - USD ($)		12 Months Ended
	Aug. 07, 2023	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2023
Finite lived patents gross		$ 10,787,675		$ 10,787,675
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, par value		$ 0.0001	$ 0.0001	$ 0.0001
Legal fees		$ 40,000	$ 100,000
Operating lease liabilites		358,169		$ 108,857
Issuance of shares	1,275,000
Share price	$ 7
Proceeds of issuance of IPO	$ 8,900,000
IPO [Member]
Proceeds of issuance of IPO	7,700,000
Underwriting commission and other offering expenses	$ 1,200,000
Revision of Prior Period, Accounting Standards Update, Adjustment [Member]
Operating lease asset		1,000,000
Operating lease liabilites		$ 400,000

Liquidity and capital resourc_2

Liquidity and capital resources (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Cash	$ 5,868,330		$ 5,868,330		$ 350,978	$ 2,809,552
Net cash in operations			3,497,388	$ 4,629,323	5,604,759	1,376,156
Stockholders deficit	8,115,311		8,115,311		(596,232)	2,261,358
Research and development expense	$ 1,015,252	$ 714,968	$ 1,185,839	$ 1,466,708	2,351,465	$ 684,447
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Research and development expense					$ 3,200,000

Line of credit, related party (

Line of credit, related party (Details Narrative) - USD ($)			1 Months Ended
	Aug. 14, 2023	Jul. 20, 2023	Apr. 30, 2023	May 31, 2021	Apr. 30, 2021
Starwood Trust [Member]
Defined Benefit Plan Disclosure [Line Items]
Outstanding principal balance				$ 5,000,000
Debt instrument, maturity date				May 10, 2024
Interest rate				5%
Bay Shore Trust [Member]
Defined Benefit Plan Disclosure [Line Items]
Outstanding principal balance	$ 1,000,000	$ 1,100,000		$ 200,000	$ 5,000,000
Issuance of common stock		157,170	1,000,000
Exercise price			$ 5
Payment of accrued interest	30,000
Payment of accrued interest	$ 0.01
Bay Shore Trust [Member] | Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest rate				7%
Bay Shore 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	9 Months Ended		12 Months Ended
	Apr. 30, 2021	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Lease charges	$ 50,000	$ 511,409	$ 970,466	$ 1,770,710
Related party. travel cost		500,000		$ 1,700,000	$ 700,000
Working capital		1,060,000
Related Party [Member]
Related Party Transaction [Line Items]
Accounts payable		$ 50,000

Schedule of Lease Expense (Deta

Schedule of Lease Expense (Details) - USD ($)	1 Months Ended	9 Months Ended		12 Months Ended
	Apr. 30, 2021	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Leases
Operating Lease		$ 200,283	$ 333,046	$ 657,797
Variable Lease Costs		311,126	637,420	1,112,913
Total Lease Cost	$ 50,000	$ 511,409	$ 970,466	$ 1,770,710

Schedule of Cash Flow Informati

Schedule of Cash Flow Information Related to Leases (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Leases
Operating cash flows from operating leases	$ 511,409	$ 970,466	$ 626,304

Schedule of Remaining Weighted-

Schedule of Remaining Weighted-average Lease Term and Weighted-average Discount Rate (Details)	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Leases
Weighted Average remaining lease term	1 year 9 months 14 days	6 months 10 days	3 years
Weighted Average discount rate	5%	5%	5%

Schedule of Maturity of Lease L

Schedule of Maturity of Lease Liabilities (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Leases
Remainder of 2023	$ 20,722	$ 281,050
2024	74,402	69,309
2025	17,444	17,444
Total Lease payments	112,568	367,803
Less: Interest	(3,711)	(9,634)
Present Value of Lease Liabilities	$ 108,857	$ 358,169

Schedule of Components of Net D

Schedule of Components of Net Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net operating loss carry-forward	$ 1,061,300	$ 572,355
Section 174 Qualified Research Expenditures	388,230
Stock compensation	330,633
ROU liability	91,333
Other	6,120
Deferred tax assets Gross	1,877,616	572,355
Less: valuation allowance	(1,784,880)	(572,355)
Total deferred tax asset	92,736
ROU asset	(92,736)
Total net deferred tax asset

Schedule of Components of Provi

Schedule of Components of Provision For Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Deferred	$ (1,212,525)	$ (555,017)
Change in valuation allowance	1,212,525	555,017
Total deferred
Total provision for income taxes

Income taxes (Details Narrative

Income taxes (Details Narrative) $ in Millions	Dec. 31, 2022 USD ($)
Income Tax Disclosure [Abstract]
Deferred Tax Asset, Interest Carryforward	$ 0.4
Operating loss carry forwards	$ 4.2

Schedule of Key Assumptions Use

Schedule of Key Assumptions Used to Value Warrants (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected price volatility	116.64%
Risk-free interest rate	4.42%
Fair value of common stock		$ 1
Minimum average expected life in years		5 years
Maximum average expected life in years		6 years 6 months
Dividend yield
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected price volatility	88.01%	84.42%
Risk-free interest rate	3.51%	3.38%
Dividend yield
Weighted average fair values	0.00703
Weighted average expected life in years	5 years

Schedule of Stock option Activi

Schedule of Stock option Activity (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Number of shares, Outstanding beginning balance	750,000
Number of shares, Options granted	635,001	750,000
Weighted average exercise price per share, Options granted	$ 5	$ 5
Number of shares, Outstanding ending balance	1,215,001	750,000
Weighted average exercise price per share, outstanding ending balance	$ 5	$ 5
Aggregate intrinsic value, outstanding
Weighted average exercise price per share, Outstanding beginning balance	$ 5
Number of shares, forfeitures	(170,000)
Weighted average exercise price per share, forfeitures	$ 5

Stockholders_ equity (Details N

Stockholders’ equity (Details Narrative) - USD ($)					3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 07, 2023	Jun. 28, 2023	Apr. 28, 2023	Jun. 15, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Authorized capital shares					110,000,000		110,000,000
Common stock, shares authorized					100,000,000		100,000,000		95,000,000	95,000,000
Undesignated preferred stock, shares authorized					10,000,000		10,000,000		5,000,000	5,000,000
Share-based compensation arrangement, options, outstanding							635,001		750,000
Share-based compensation options, granted value					$ 2,750,000		$ 2,750,000		$ 2,700,000
Option expiration period							10 years		10 years
Options exercisable					760,004		760,004		280,000
Unrecognized compensation costs					$ 1,500,000		$ 1,500,000		$ 1,400,000
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
Issuance of common stock, shares	1,275,000
Proceeds from issuance of common stock							7,704,279	$ 2,619,000	$ 2,904,000	$ 4,500,000
Shares issued, value					$ 250,000
Share-based compensation options, granted							$ 1,300,000
Share-Based Payment Arrangement, Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Computation of diluted earnings per share					1,235,001	750,000	2,215,001	750,000
IPO [Member] | Restricted Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common stock, shares							35,715
Shares issued, value							$ 250,000
Board of Directors Chairman [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based payment award, vesting rights, percentage				100%					100%
Share-based payment award, vesting period				10 years
Executive Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based payment award, vesting rights, percentage							100%		25%
Employee And Consultant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based payment award, vesting rights, percentage							33.33%		33.30%
Share-based payment award, vesting period							2 years		2 years
Omnibus Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise of incentive stock options									10,000,000
Undesignated Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Undesignated preferred stock, shares authorized					10,000,000		10,000,000		10,000,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Authorized capital shares									110,000,000
Common stock, shares authorized									100,000,000
Proceeds from Issuance or Sale of Equity									$ 3,200,000
Per share									$ 1
Offering costs									$ 300,000
Proceeds from Issuance of Private Placement									$ 2,900,000
Issuance of common stock, shares					35,715
Shares issued, value					$ 4
Common Stock [Member] | IPO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common stock, shares							1,275,000
Shares issued price per share					$ 7		$ 7
Gross proceeds from IPO							$ 8,900,000
Proceeds from issuance of common stock							7,700,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [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					1,235,001	750,000	2,215,001	750,000
Underwriter Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price per share					$ 7		$ 7
Warrants to purchase common stock					63,750		63,750

Employment Agreements (Details

Employment Agreements (Details Narrative) - USD ($)							9 Months Ended	12 Months Ended
	Oct. 13, 2023	Aug. 28, 2023	Aug. 17, 2023	Apr. 28, 2023	Jun. 15, 2022	Apr. 22, 2022	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Aug. 07, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Prepaid expense							$ 202,817
Share price										$ 7
Initial base salary per year								$ (1,212,525)	$ (555,017)
Consultant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Purchase shares					200,000
Share price					$ 5
Share-based payment award, vesting rights, percentage					25%
Option termination period					10 years
Board of Directors Chairman [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Purchase shares					20,000
Share price					$ 5
Share-based payment award, vesting rights, percentage					100%			100%
Option termination period					10 years
Consulting And Employment Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
One time fee						$ 100,000
Prepaid expense						50,000
Monthly fee						$ 20,000
Employment Agreement [Member] | Erez Aminov [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Initial base salary per year				$ 110,000
Initial base salary per year			$ 120,000
Employment Agreement [Member] | Erez Aminov [Member] | Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Officers compensation		$ 110,000
Employment Agreement [Member] | Erez Aminov [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Officers compensation		$ 200,000
Employment Agreement [Member] | Michelle Yanez [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Initial base salary per year				170,000
Initial base salary per year			50,000
Employment Agreement [Member] | Chris Chapman [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Initial base salary per year	$ 150,000			150,000
Initial base salary per year	$ 50,000		50,000				$ 150,000
Employment Agreement [Member] | Christos Nicholoudis [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Initial base salary per year				$ 75,000
Initial base salary per year			$ 25,000

Schedule of Accounts Payable An

Schedule of Accounts Payable And Accrued Liabilities (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Trade accounts payable	$ 510,688	$ 789,204
Pre-clinical research and toxicology studies	254,293
Accrued other	14,592	22,534
Accounts payable and accrued liabilities	$ 779,573	$ 811,738	$ 228,406

Schedule of Key Assumptions U_2

Schedule of Key Assumptions Used to Value Stock Options (Details)	9 Months Ended
	Sep. 30, 2023 shares
Supplier Finance Program [Line Items]
Expected price volatility	116.64%
Risk-free interest rate	4.42%
Dividend yield
Minimum [Member]
Supplier Finance Program [Line Items]
Weighted average fair values	5.384
Weighted average expected life in years	5 years
Maximum [Member]
Supplier Finance Program [Line Items]
Weighted average fair values	5.631
Weighted average expected life in years	6 years

Accounts payable and accrued _3

Accounts payable and accrued liabilities (Details Narrative) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) ft²
MOLDOVA
Leased office space | ft²	550
Base rent | $	$ 10
FLORIDA
Leased office space | ft²	2,300
Base rent | $	$ 100