MIRA Pharmaceuticals (MIRA) 10-K 1 Apr 24 2023 FY Annual report Financial data

Cover

Cover - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Mar. 28, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-31361
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	1200 Brickell Avenue
Entity Address, Address Line Two	Suite 1950 #1183
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33131
City Area Code	786
Local Phone Number	432-9792
Title of 12(b) Security	Common stock, par value $0.0001
Trading Symbol	MIRA
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
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	false
Entity Shell Company	false
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		14,780,885
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	677
Auditor Name	Cherry Bekaert LLP
Auditor Location	Tampa, Florida

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 4,602,566	$ 350,978
Deferred offering costs		143,427
Other receivables	11,862
Prepaid expenses	243,802
Total current assets	4,858,230	494,405
Related party accounts receivable	69,152
Total assets	4,932,443	858,074
Current liabilities:
Trade accounts payable and accrued liabilities	538,564	811,738
Total current liabilities	558,097	1,370,039
Non-current operating lease liabilities		84,267
Total liabilities	558,097	1,454,306
Stockholders’ Deficit
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized and none issued or outstanding.
Common Stock, $0.0001 par value; 100,000,000 shares authorized, 14,780,885 and 13,313,000 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively.	1,478	6,657
Additional paid-in capital	25,657,930	8,699,830
Accumulated deficit	(21,285,062)	(9,302,719)
Total stockholders’ equity (deficit)	4,374,346	(596,232)
Total liabilities and stockholders’ equity (deficit)	4,932,443	858,074
Nonrelated Party [Member]
Current assets:
Operating lease, right of use assets	5,061	164,910
Current liabilities:
Current portion of operating lease liabilities	5,061	75,143
Related Party [Member]
Current assets:
Operating lease, right of use assets		198,759
Related party accounts receivable	70,000
Current liabilities:
Related party accounts payable		116,350
Related party line of credit		133,062
Related party accrued interest	14,472	34,987
Current portion of operating lease liabilities		$ 198,759

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
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	100,000,000
Common stock, shares issued	14,780,885	13,313,000
Common stock, shares outstanding	14,780,885	13,313,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenues
Operating costs:
General and administrative expenses	6,499,537	2,992,125
Related party travel costs	453,550	1,704,350
Research and development expenses	1,572,962	2,351,465
Total operating costs	8,526,049	7,047,940
Interest expense, net	(3,456,294)	(10,250)
Net loss attributable to common stockholders	$ (11,982,343)	$ (7,058,190)
Basic loss per share	$ (0.64)	$ (0.40)
Diluted loss per share	$ (0.64)	$ (0.40)
Weighted average common stock shares outstanding - basic	18,566,158	17,566,533
Weighted average common stock shares outstanding - diluted	18,566,158	17,566,533

Statements of Stockholders' Equ

Statements of Stockholders' Equity - 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	$ 320	2,903,680			2,904,000
Sale of common stock, shares	639,200
Stock-based compensation		1,296,600			1,296,600
Net loss				(7,058,190)	(7,058,190)
Issuance of common stock, shares	3,200,000
Ending 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
Stock-based compensation	$ (5,326)	2,556,272			2,550,946
Net loss				(11,982,343)	(11,982,343)
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 conversion of debt	$ 16	1,100,080			1,100,096
Issuance of common stock conversion of debt, shares	157,170
Issuance of common stock	$ 4	249,996			250,000
Issuance of common stock, shares	35,715
Issuance of Warrants		5,347,600			5,347,600
Ending balance, value at Dec. 31, 2023	$ 1,478	$ 25,657,930		$ (21,285,062)	$ 4,374,346
Balance, shares at Dec. 31, 2023	14,780,885

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from Operating activities
Net loss	$ (11,982,343)	$ (7,058,190)
Adjustments to reconcile net loss to net cash from operations
Interest expense	3,456,294	10,250
Amortization of debt issuance costs	732,292
Stock-based compensation expense	2,550,946	1,296,600
Non-cash investor relations fees	250,000
Change in operating assets and liabilities:
Right of use lease, net	5,500	(5,500)
Accounts payable and accrued expenses	(389,524)	152,081
Prepaid expenses	(243,802)
Accounts receivable	(11,862)
Related party line of credit	1,100,096
Net cash flows used in operating activities	(4,532,403)	(5,604,759)
Financing activities:
Advances (to) from affiliates	(69,152)	445,612
Advances received from related party line of credit	2,147,920
Deferred offering costs	143,427	(43,427)
Repayments under related party line of credit	(1,142,483)	(160,000)
Proceeds from sale of common stock, less offering costs	7,704,279	2,904,000
Net cash flows provided by financing activities	8,783,991	3,146,185
Net change in cash	4,251,588	(2,458,574)
Cash, beginning of year	350,978	2,809,552
Cash, end of period	4,602,566	350,978
Cash paid for interest

Statements of Cash Flows (Paren

Statements of Cash Flows (Parenthetical)	12 Months Ended
	Dec. 31, 2023 USD ($) shares
Amortization of debt issuance costs	$ 732,292
Unamortized deferred financing costs	2,800,000
Issuance of common stock value	250,000
Operating lease liability	$ 200,000
Common Stock [Member]
Shares issued | shares	35,715
Issuance of common stock value	$ 4
Bay Shore Trust [Member]
Shares issued | shares	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 | shares	157,170
Deferred finance cost	$ 1,100,000
Miralogx Llc [Member] | Common Stock [Member]
Shares issued | shares	700,000
Issuance of common stock value	$ 1,832,600
MZ Group [Member]
Shares issued | shares	35,715
Deferred finance cost	$ 250,000

Description of business and sum

Description of business and summary of significant accounting policies	12 Months Ended
	Dec. 31, 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.) is a pre-clinical-stage pharmaceutical development company with two neuroscience programs targeting a broad range of neurologic and neuropsychiatric 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 Company’s novel oral pharmaceutical marijuana, MIRA-55, is currently under investigation for treating adult patients suffering from anxiety and cognitive decline, often associated with early-stage dementia. MIRA-55, if approved by the FDA, could mark a significant advancement in addressing various neuropsychiatric, inflammatory, and neurologic diseases and disorders. The U.S. Drug Enforcement Administration (DEA)’s scientific review of Ketamir-2 concluded that it would not be considered a controlled substance or listed chemical under the Controlled Substances Act (CSA) and its governing regulations. Additionally, we have submitted the required paperwork for MIRA-55 to be evaluated by the DEA. The Company was organized as a Florida corporation in September 2020 and commenced substantive operations in late 2020, at which time the Company commenced its pharmaceutical development program. 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 Operating updates In early February 2024, we made a significant discovery during the manufacturing and scale-up process of our patented molecule known as “MIRA1a,” which we had been utilizing with a contract manufacturer. Through this process, we identified a novel and improved version of the molecule, MIRA-55. MIRA-55 exhibits enhanced potency and holds promise for improved efficacy compared to MIRA1a. As part of our due diligence and subsequent testing, we discovered that the pre-clinical studies we conducted, previously attributed to MIRA1a, were in fact performed on MIRA-55. Following this revelation, we promptly filed a provisional patent for MIRA-55, which encompasses all pre-clinical studies disclosed in our two registration statements on Form S-1, declared effective on August 2, 2023 and December 27, 2023 (File Nos. 333-273024 and 333-276118, respectively). Moreover, based on our pre-clinical analyses to date, we believe that MIRA-55 is an improvement over MIRA1a in that it displays enhanced potency and potential for efficacy. In early March 2024, we filed a provisional patent application for MIRA-55, aiming for global patent protection. If such patent is issued, we would own the patent rights to both MIRA1a and MIRA-55. Additional testing is required to confirm our preliminary beliefs. However, based on our discoveries to date, the Company has decided to advance MIRA-55 as our lead compound for our oral pharmaceutical marijuana drug candidate while still retaining our rights to MIRA1a. As such, we do not intend to move MIRA1a forward as of the date of this Report. 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. Revenue recognition The Company currently has no source of revenue. Miscellaneous income, including interest, is recognized when earned by the Company. 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. General and administrative expense General and administrative expenses are primarily comprised of personnel costs, marketing expenses, amortization, insurance expenses, professional services fees, travel and office expenses, and stock-based compensation. Advertising expenses The Company expenses advertising costs when incurred. Advertising expense for the years ended December 31, 2023 and 2022 is as follows: Schedule of Advertising Expenses December 31, 2023 December 31, 2022 Advertising expenses $ 102,000 $ - Leases The Company accounts for leases under the provisions of FASB ASC Topic 842, “Leases”, which requires the Company to recognize right-to-use (ROU) assets and lease liabilities for operating leases on the balance sheet. 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”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors and consultants based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company has elected to account for forfeiture of stock-based awards as they occur. Segment information ASC Topic 280, “ Disclosures about Segments of an Enterprise and Related Information Recent accounting pronouncements not yet adopted In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” Management has considered all other recent accounting pronouncements that are issued, but not effective, and it does not believe that they will have a significant impact on the Company’s results of operations or financial position. 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 $ 0.2 0.2 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). Contingencies In the normal course of business, the Company may be subject to loss contingencies, such as legal proceedings, amounts arising from contractual arrangements and claims arising out of the Company’s business that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and tax matters. In accordance with ASC Topic 450, Accounting for Contingencies,

Liquidity and capital resources

Liquidity and capital resources	12 Months Ended
	Dec. 31, 2023
Liquidity And Capital Resources
Liquidity and capital resources	Note 2. Liquidity and capital resources In accordance with Accounting Standards Codification 205-40, Going Concern 4.6 4.5 4.4 0.6 Historically, the Company has been primarily engaged in developing MIRA-55. 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 expects to be able to fund operations through the fourth quarter of 2024, with available borrowings on the loan agreement (Note 4). 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. The Company expects to continue to generate losses in the foreseeable future. The Company’s liquidity needs will be determined largely by the budgeted operational expenditures incurred in regard to the progression of its product candidates. Management believes that the Company has sufficient resources available to support its development activities and business operations and timely satisfy its obligations as they become due into the fourth quarter of 2024. The Company does not have sufficient cash and cash equivalents as of the date of filing this Annual Report on Form 10-K to support its operations for at least the 12 months following the date the financial statements are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through 12 months after the date the financial statements are issued. To alleviate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern, the Company plans to secure additional capital, potentially through a combination of public or private equity offerings and strategic transactions, including potential alliances and drug product collaborations; however, none of these alternatives are committed at this time. There can be no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to it to fund continuing operations, if at all, identify and enter into any strategic transactions that will provide the capital that it will require or achieve the other strategies to alleviate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern. If none of these alternatives are available, or if available, are not available on satisfactory terms, the Company will not have sufficient cash resources and liquidity to fund its business operations for at least the 12 months following the date the financial statements are issued. The failure to obtain sufficient capital on acceptable terms when needed may require the Company to delay, limit, or eliminate the development of business opportunities and its ability to achieve its business objectives and its competitiveness, and its business, financial condition, and results of operations will be materially adversely affected. In addition, the perception that the Company may not be able to continue as a going concern may cause others to choose not to deal with it due to concerns about its ability to meet its contractual obligations. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business, and do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Accounts payable and accrued li

Accounts payable and accrued liabilities	12 Months Ended
	Dec. 31, 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 December 31, 2023 December 31, 2022 Trade accounts payable $ 538,564 $ 789,204 Accrued other - 22,534 Accounts payable and accrued liabilities $ 538,564 $ 811,738

License agreement, related part

License agreement, related party	12 Months Ended
	Dec. 31, 2023
License Agreement Related Party
License agreement, related party	Note 4. License agreement, related party MIRALOGX On November 15, 2023, the Company and MIRALOGX, LLC, a Florida limited liability company (“MIRALOGX”), entered into an exclusive license agreement (the “License Agreement”) to develop and commercialize a drug product containing 2-(2- chlorophenyl)-2-(methylamino) cyclopentan-1-one (sometimes referred to by the Parties as “M209” or “KETAMIR-2”) (“the Product”) as an active agent in North America. (the “Territory”). The exclusive license in the License Agreement includes the right of the Company to sublicense the licensed intellectual property. Pursuant to the terms of the License Agreement, and subject to the conditions set forth therein, the Company paid MIRALOGX a one-time, nonrefundable payment of $ 0.1 Also, in consideration of License Agreement, the Company issued to MIRALOGX a Common Stock Purchase Warrant to purchase up to 700,000 2.00 The Company and MIRALOGX have made customary representations and warranties in the License Agreement and have agreed to certain other customary covenants, including confidentiality, cooperation, and indemnity provisions. Either party may terminate the License Agreement for cause if the other party materially breaches or defaults in the performance of its obligations, and, if curable, such material breach remains uncured for 120 days. Unless earlier terminated, the License Agreement will continue in effect until the last to expire of the Patent Rights (the “Term”), unless earlier terminated. The Company and MIRALOGX have the same founder.

Debt, related party

Debt, related party	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Debt, related party	Note 5. Debt, related party MIRALOGX On November 15, 2023, the Company entered into a Promissory Note and Loan Agreement (the “Loan Agreement”) with MIRALOGX. Pursuant to the Loan Agreement, the Company may borrow up to $ 3.0 Together with any Advance Request, the Company shall deliver to the Lender a budget for the requested Advance (the “Budget”). The Budget may only include costs directly associated with preparing an Investigational New Drug (“IND”) application for KETAMIR-2, exclusive of personnel costs. Any Advances made by the Lender to the Company pursuant to this Note may be repaid by the Company (together with any and all interest accrued thereon) at any time without penalty or premium in accordance with the terms hereof. Amounts repaid hereunder may not be reborrowed. The Loan Agreement has a one-year term, and all outstanding principal and accrued but unpaid interest must be repaid in full on November 15, 2024. Interest on the amounts borrowed under the Loan Agreement accrues at an annual fixed rate of 8 Bay Shore Trust 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

Related party transactions

Related party transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related party transactions	Note 6. Related party transactions Due from Related Party 0.07 Due to Related Party 0.1 0.0 Travel expenses 0.05 0.5 1.7 License agreement Line of credit

Leases

Leases	12 Months Ended
	Dec. 31, 2023
Leases
Leases	Note 7. Leases The Company’s corporate headquarters was 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. On December 1, 2023, the Company formally terminated the lease with the landlord. There is a remaining deposit due from the landlord to the Company of $ 0.005 The Company also leased a jet (Note 5) from a related party, which 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 2023 2022 Year Ended December 31, 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 Other Lease Information 2023 2022 Year Ended December 31, 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 Year Ended December 31, 2023 2022 Lease Term and Discount Weighted Average remaining lease term .33 3 Weighted Average discount rate 5.0 % 5.0 % Maturity of Lease Liabilities Future minimum lease payments under non-cancellable leases as of December 31, 2023 were as follows: Schedule of Maturity of Lease Liabilities Maturity of Lease Liabilities December 31, 2023 2024 $ 5,092 2025 - Total Lease payments 5,092 Less: Interest (32 ) Present Value of Lease Liabilities $ 5,061 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.

Income taxes

Income taxes	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income taxes	Note 8. Income taxes The significant components of the Company’s net deferred tax assets are as follows as of December 31: Schedule of Deferred Tax Assets and Liabilities 2023 2022 December 31, 2023 2022 Deferred tax assets Net operating loss carry-forward $ 2,430,529 $ 1,061,300 Section 174 Qualified Research Expenditures 533,159 388,230 Stock compensation 650,018 330,633 ROU liability 1,291 91,333 Other 204 6,120 Deferred tax assets, Gross 3,615,201 1,877,616 Less: valuation allowance (3,613,901 ) (1,784,880 ) Deferred tax assets, Net 1,291 92,736 Deferred tax liabilities ROU asset (1,291 ) (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 $ 0.5 The components of the provision for income taxes consist of the following: Schedule of Components of Income Tax Provision 2023 2022 Deferred tax: Deferred (1,829,030 ) (1,784,880 ) Change in valuation allowance 1,829,030 1,784,880 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, 2023, the Company has a cumulative federal net operating loss carryforward of approximately $ 9.5

Stockholders_ equity

Stockholders’ equity	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Stockholders’ equity	Note 9. 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. Stock issuances At IPO in August 2023, 1,275,000 7.00 8.9 7.7 Additionally, the Company issued its investor relations firm $ 0.25 35,715 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, as amended and restated in August 2023, (“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 2,000,000 Stock-based compensation 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. The Company recognizes forfeitures as they occur. During the year ended December 31, 2023, a total of 635,001 2.75 10 100 33.33 33.33 two-year As of December 31, 2023, there was approximately $ 1.3 The following is option activity during the year ended December 31, 2023: 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 $ - Options granted 635,001 $ 5.55 Forfeitures (170,000 ) $ 5.00 Outstanding as December 31, 2023 1,215,001 $ 5.29 $ - Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Aggregate Intrinsic Price $ 1.00 5.00 980,001 8.9 $ 5.00 382,500 $ - $ 5.01 10.00 235,000 9.6 $ 6.50 230,000 - 1,215,001 612,500 $ - Key assumptions used to value stock options during the year ended December 31, 2023 are as follows: Schedule of Key Assumptions Used to Value Stock Options Expected price volatility 88.01 116.64 % Risk-free interest rate 3.51 4.42 % Weighted average fair values (grants post-split) $ 3.515 5.384 Weighted average expected life in years 5 6 Dividend yield - On March 25, 2024, a total of 100,000 0.1 On March 26, 2024, a total of 450,000 Both aforementioned option grants have a term of 10 years from the grant date. Warrants MIRALOGX warrants The Company issued to MIRALOGX a common stock purchase warrant on November 15, 2023 giving MIRALOGX the right to purchase up to 700,000 2.00 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 $ 1.8 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 five years 1,000,000 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 Subsequent to the IPO, the Bay Shore Trust line of credit was paid in full early, of $ 2.8 Underwriter warrants In connection with the IPO, the Company issued 63,750 7.00 Key assumptions used to value underwriter warrants in August 2023 are as follows: Schedule of Key Assumptions Used to Value Warrants Expected price volatility 98.53 % Risk-free interest rate 4.16 % Weighted average fair values $ 5.297 Weighted average expected life in years 5 Dividend yield - Earnings Per Share During the year ended December 31, 2023 and 2022, outstanding stock options and warrants of 2,915,001 750,000

Employment Agreements

Employment Agreements	12 Months Ended
	Dec. 31, 2023
Employment Agreements
Employment Agreements	Note 10. 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 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 0.28 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 0.23 Chris Chapman On April 28, 2023, the Company entered into an employment agreement with Dr. Chris Chapman pursuant to which Dr. Chapman served as the Company’s Executive Chairman. Dr. Chapman’s employment agreement provided that his employment will be on a part-time basis whereby Dr. Chapman would devote 50% of his full business time and effort to the business and affairs of the company, and it further provided that such employment would be on an at-will basis and could be terminated by either Dr. Chapman or the company at any time and for any reason. Under the agreement, Dr. Chapman would receive an initial base salary of $ 0.15 On August 17, 2023, Dr. Chapman received a $ 0.05 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 served as the Company’s General Counsel. Under the agreement, Mr. Nicholoudis receive an initial base salary of $ 0.075 On August 17, 2023, Mr. Nicholoudis received a $ 0.025

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 11. Subsequent Events : Section 16(b) disgorgement In January 2024, the Company recorded a related party receivable of $ 148,703 Restructuring of the Board of Directors On March 9, 2024, after a series of discussions between our board of directors (the “Board”) and senior management regarding the need to have additional scientific expertise among the members of the Board, Ms. Talhia Tuck, Mr. Brad Kroenig and Mr. Hugh McColl, each voluntarily resigned from the Board, effective immediately. This action allowed the remaining members of the Board to appoint new members of the Board, as discussed below. The resignations of Ms. Tuck, Mr. Kroenig, and Mr. McColl were not the result of any disagreement with our company on any matter relating to its operations, policies or practices. Also on March 9, 2024, Dr. Chris Chapman notified the Board and senior company management of his resignation both as Executive Chairman and as an employee of our company, effective immediately, citing his desire to focus his time on his role as Chairman and Chief Executive Officer of Telomir Pharmaceuticals, Inc., given the recent initial public offering of that company. Dr. Chapman’s resignation was not the result of any disagreement with our company on any matter relating to its operations, policies or practices. On March 13, 2024, the remaining members of the Board (Erez Aminov and Michael Jerman) Resignation of Chief Science Officer We are focused on strengthening our clinical and regulatory development expertise with a view towards a future IND for one of our product candidates. As part of this development, on March 7, 2024, following discussions with our management, Adam Kaplin, M.D., Ph.D. resigned from his position as President and Chief Scientific Officer of the company to pursue other business endeavors, effective immediately. As described under “Key Consultants” below, in light of Mr. Kaplin’s resignation, we expanded the role of an existing consultant to assist in clinical and regulatory affairs.

Description of business and s_2

Description of business and summary of significant accounting policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Overview	Overview MIRA Pharmaceuticals, Inc. (“MIRA” or the “Company” and formerly known as MIRA1a Therapeutics, Inc.) is a pre-clinical-stage pharmaceutical development company with two neuroscience programs targeting a broad range of neurologic and neuropsychiatric 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 Company’s novel oral pharmaceutical marijuana, MIRA-55, is currently under investigation for treating adult patients suffering from anxiety and cognitive decline, often associated with early-stage dementia. MIRA-55, if approved by the FDA, could mark a significant advancement in addressing various neuropsychiatric, inflammatory, and neurologic diseases and disorders. The U.S. Drug Enforcement Administration (DEA)’s scientific review of Ketamir-2 concluded that it would not be considered a controlled substance or listed chemical under the Controlled Substances Act (CSA) and its governing regulations. Additionally, we have submitted the required paperwork for MIRA-55 to be evaluated by the DEA. The Company was organized as a Florida corporation in September 2020 and commenced substantive operations in late 2020, at which time the Company commenced its pharmaceutical development program. 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
Operating updates	Operating updates In early February 2024, we made a significant discovery during the manufacturing and scale-up process of our patented molecule known as “MIRA1a,” which we had been utilizing with a contract manufacturer. Through this process, we identified a novel and improved version of the molecule, MIRA-55. MIRA-55 exhibits enhanced potency and holds promise for improved efficacy compared to MIRA1a. As part of our due diligence and subsequent testing, we discovered that the pre-clinical studies we conducted, previously attributed to MIRA1a, were in fact performed on MIRA-55. Following this revelation, we promptly filed a provisional patent for MIRA-55, which encompasses all pre-clinical studies disclosed in our two registration statements on Form S-1, declared effective on August 2, 2023 and December 27, 2023 (File Nos. 333-273024 and 333-276118, respectively). Moreover, based on our pre-clinical analyses to date, we believe that MIRA-55 is an improvement over MIRA1a in that it displays enhanced potency and potential for efficacy. In early March 2024, we filed a provisional patent application for MIRA-55, aiming for global patent protection. If such patent is issued, we would own the patent rights to both MIRA1a and MIRA-55. Additional testing is required to confirm our preliminary beliefs. However, based on our discoveries to date, the Company has decided to advance MIRA-55 as our lead compound for our oral pharmaceutical marijuana drug candidate while still retaining our rights to MIRA1a. As such, we do not intend to move MIRA1a forward as of the date of this Report.
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.
Revenue recognition	Revenue recognition The Company currently has no source of revenue. Miscellaneous income, including interest, is recognized when earned by the Company.
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.
General and administrative expense	General and administrative expense General and administrative expenses are primarily comprised of personnel costs, marketing expenses, amortization, insurance expenses, professional services fees, travel and office expenses, and stock-based compensation.
Advertising expenses	Advertising expenses The Company expenses advertising costs when incurred. Advertising expense for the years ended December 31, 2023 and 2022 is as follows: Schedule of Advertising Expenses December 31, 2023 December 31, 2022 Advertising expenses $ 102,000 $ -
Leases	Leases The Company accounts for leases under the provisions of FASB ASC Topic 842, “Leases”, which requires the Company to recognize right-to-use (ROU) assets and lease liabilities for operating leases on the balance sheet.
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”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors and consultants based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company has elected to account for forfeiture of stock-based awards as they occur.
Segment information	Segment information ASC Topic 280, “ Disclosures about Segments of an Enterprise and Related Information
Recent accounting pronouncements not yet adopted	Recent accounting pronouncements not yet adopted In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” Management has considered all other recent accounting pronouncements that are issued, but not effective, and it does not believe that they will have a significant impact on the Company’s results of operations or financial position.
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 $ 0.2 0.2
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).
Contingencies	Contingencies In the normal course of business, the Company may be subject to loss contingencies, such as legal proceedings, amounts arising from contractual arrangements and claims arising out of the Company’s business that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and tax matters. In accordance with ASC Topic 450, Accounting for Contingencies,

Description of business and s_3

Description of business and summary of significant accounting policies (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Schedule of Advertising Expenses	The Company expenses advertising costs when incurred. Advertising expense for the years ended December 31, 2023 and 2022 is as follows: Schedule of Advertising Expenses December 31, 2023 December 31, 2022 Advertising expenses $ 102,000 $ -

Accounts payable and accrued _2

Accounts payable and accrued liabilities (Tables)	12 Months Ended
	Dec. 31, 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 December 31, 2023 December 31, 2022 Trade accounts payable $ 538,564 $ 789,204 Accrued other - 22,534 Accounts payable and accrued liabilities $ 538,564 $ 811,738

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2023
Leases
Schedule of Lease Expense	The components of lease expense were as follows: Schedule of Lease Expense 2023 2022 Year Ended December 31, 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
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 Other Lease Information 2023 2022 Year Ended December 31, 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	Schedule of Remaining Weighted-average Lease Term and Weighted-average Discount Rate Year Ended December 31, 2023 2022 Lease Term and Discount Weighted Average remaining lease term .33 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 December 31, 2023 were as follows: Schedule of Maturity of Lease Liabilities Maturity of Lease Liabilities December 31, 2023 2024 $ 5,092 2025 - Total Lease payments 5,092 Less: Interest (32 ) Present Value of Lease Liabilities $ 5,061

Income taxes (Tables)

Income taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets and Liabilities	The significant components of the Company’s net deferred tax assets are as follows as of December 31: Schedule of Deferred Tax Assets and Liabilities 2023 2022 December 31, 2023 2022 Deferred tax assets Net operating loss carry-forward $ 2,430,529 $ 1,061,300 Section 174 Qualified Research Expenditures 533,159 388,230 Stock compensation 650,018 330,633 ROU liability 1,291 91,333 Other 204 6,120 Deferred tax assets, Gross 3,615,201 1,877,616 Less: valuation allowance (3,613,901 ) (1,784,880 ) Deferred tax assets, Net 1,291 92,736 Deferred tax liabilities ROU asset (1,291 ) (92,736 ) Total net deferred tax asset $ - $ -
Schedule of Components of Income Tax Provision	The components of the provision for income taxes consist of the following: Schedule of Components of Income Tax Provision 2023 2022 Deferred tax: Deferred (1,829,030 ) (1,784,880 ) Change in valuation allowance 1,829,030 1,784,880 Total deferred - - Total provision for income taxes $ - $ -

Stockholders_ equity (Tables)

Stockholders’ equity (Tables)	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Schedule of Stock Option Activity	The following is option activity during the year ended December 31, 2023: 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 $ - Options granted 635,001 $ 5.55 Forfeitures (170,000 ) $ 5.00 Outstanding as December 31, 2023 1,215,001 $ 5.29 $ - Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Aggregate Intrinsic Price $ 1.00 5.00 980,001 8.9 $ 5.00 382,500 $ - $ 5.01 10.00 235,000 9.6 $ 6.50 230,000 - 1,215,001 612,500 $ -
Schedule of Key Assumptions Used to Value Stock Options	Key assumptions used to value stock options during the year ended December 31, 2023 are as follows: Schedule of Key Assumptions Used to Value Stock Options Expected price volatility 88.01 116.64 % Risk-free interest rate 3.51 4.42 % Weighted average fair values (grants post-split) $ 3.515 5.384 Weighted average expected life in years 5 6 Dividend yield -
Schedule of Key Assumptions Used to Value Warrants	Key assumptions used to value underwriter warrants in August 2023 are as follows: Schedule of Key Assumptions Used to Value Warrants Expected price volatility 98.53 % Risk-free interest rate 4.16 % Weighted average fair values $ 5.297 Weighted average expected life in years 5 Dividend yield -

Schedule of Advertising Expense

Schedule of Advertising Expenses (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Advertising expenses	$ 102,000

Description of business and s_4

Description of business and summary of significant accounting policies (Details Narrative) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Aug. 07, 2023	Jan. 01, 2022	Dec. 31, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Common stock, par value			$ 0.0001	$ 0.0001
Preferred stock, par value			$ 0.0001	$ 0.0001
Issuance of shares	1,275,000
Share price	$ 7
Proceeds of issuance of IPO	$ 8.9
Operating lease right use of asset		$ 0.2
Operating lease right use of liability		$ 0.2	$ 0.2
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds of issuance of IPO	7.7
Underwriting commission and other offering expenses	$ 1.2

Liquidity and capital resourc_2

Liquidity and capital resources (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Liquidity And Capital Resources
Cash	$ 4,602,566	$ 350,978
Net cash in operations	4,532,403	5,604,759
Stockholders deficit	$ 4,374,346	$ (596,232)

Schedule of Accounts Payable an

Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Trade accounts payable	$ 538,564	$ 789,204
Accrued other		22,534
Accounts payable and accrued liabilities	$ 538,564	$ 811,738

License agreement, related pa_2

License agreement, related party (Details Narrative) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Nov. 15, 2023	Aug. 07, 2023	Dec. 31, 2023	Dec. 31, 2022	Apr. 28, 2023
Issuance of common stock, shares		1,275,000
Common Stock [Member]
Issuance of common stock, shares			35,715	3,200,000
Warrant [Member]
Warrants exercise price					$ 5
Miralogx Llc [Member]
Non refundable payments			$ 0.1
Miralogx Llc [Member] | Common Stock [Member]
Issuance of common stock, shares	700,000		700,000
Miralogx Llc [Member] | Warrant [Member]
Issuance of common stock, shares	700,000
Warrants exercise price	$ 2

Debt, related party (Details Na

Debt, related party (Details Narrative) - USD ($)			1 Months Ended		12 Months Ended
	Aug. 14, 2023	Jul. 20, 2023	Apr. 30, 2023	May 31, 2021	Dec. 31, 2023	Nov. 15, 2023
Miralogx Llc [Member]
Debt Instrument [Line Items]
Long term borrowings						$ 3,000,000
Interest rate						8%
Starwood Trust [Member]
Debt Instrument [Line Items]
Interest rate				5%
Outstanding principal balance				$ 5,000,000
Debt instrument, maturity date				May 10, 2024
Bay Shore Trust [Member]
Debt Instrument [Line Items]
Outstanding principal balance	$ 1,000,000	$ 1,100,000	$ 5,000,000	$ 200,000
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]
Debt Instrument [Line Items]
Interest rate				7%
Bay Shore Trust [Member] | Maximum [Member]
Debt Instrument [Line Items]
Interest rate			10%

Related party transactions (Det

Related party transactions (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Apr. 30, 2021	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Accounts receivable related party		$ 69,152
Lease charges	$ 50,000	511,409	970,466
Related party. travel cost		500,000	1,700,000
Related Party [Member]
Related Party Transaction [Line Items]
Accounts receivable related party		70,000
Due to related parties		$ 0	$ 100,000

Schedule of Lease Expense (Deta

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

Schedule of Cash Flow Informati

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

Schedule of Remaining Weighted-

Schedule of Remaining Weighted-average Lease Term and Weighted-average Discount Rate (Details)	Dec. 31, 2023	Dec. 31, 2022
Leases
Weighted Average remaining lease term	3 months 29 days	3 years
Weighted Average discount rate	5%	5%

Schedule of Maturity of Lease L

Schedule of Maturity of Lease Liabilities (Details)	Dec. 31, 2023 USD ($)
Leases
2024	$ 5,092
2025
Total Lease payments	5,092
Less: Interest	(32)
Present Value of Lease Liabilities	$ 5,061

Leases (Details Narrative)

Leases (Details Narrative) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) ft²
Accounts receivable	$ 5
MOLDOVA
Leased office space | ft²	550
Base rent	$ 10

Schedule of Deferred Tax Assets

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Jan. 01, 2022
Income Tax Disclosure [Abstract]
Net operating loss carry-forward	$ 2,430,529	$ 1,061,300
Section 174 Qualified Research Expenditures	533,159	388,230
Stock compensation	650,018	330,633
ROU liability	1,291	91,333
Other	204	6,120
Deferred tax assets, Gross	3,615,201	1,877,616
Less: valuation allowance	(3,613,901)	(1,784,880)
Deferred tax assets, Net	1,291	92,736	$ 500,000
ROU asset	(1,291)	(92,736)
Total net deferred tax asset

Schedule of Components of Incom

Schedule of Components of Income Tax Provision (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Deferred	$ (1,829,030)	$ (1,784,880)
Change in valuation allowance	1,829,030	1,784,880
Total deferred
Total provision for income taxes

Income taxes (Details Narrative

Income taxes (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Jan. 01, 2022
Income Tax Disclosure [Abstract]
Deferred tax assets	$ 1,291	$ 92,736	$ 500,000
Operating loss carryforward	$ 9,500,000

Schedule of Stock Option Activi

Schedule of Stock Option Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of shares, Outstanding beginning balance	750,000
Weighted average exercise price per share, Outstanding beginning balance	$ 5
Aggregate intrinsic value, outstanding
Number of shares, Options granted	635,001	750,000
Weighted average exercise price per share, Options granted	$ 5.55	$ 5
Number of shares, forfeitures	(170,000)
Weighted average exercise price per share, forfeitures	$ 5
Number of shares, Outstanding ending balance	1,215,001	750,000
Weighted average exercise price per share, outstanding ending balance	$ 5.29	$ 5
Aggregate intrinsic value, outstanding
Exercise Price, outstanding shares	1,215,001
Weighted average shares exercisable	612,500
Weighted average aggregate Intrinsic Price
Exercise Price Range One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Aggregate intrinsic value, outstanding
Exercise Price, lower range limit	$ 1
Exercise Price, upper range limit	$ 5
Exercise Price, outstanding shares	980,001
Weighted average remaining contractual life	8 years 10 months 24 days
Weighted average exercise price	$ 5
Weighted average shares exercisable	382,500
Weighted average aggregate Intrinsic Price
Exercise Price Range Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Aggregate intrinsic value, outstanding
Exercise Price, lower range limit	$ 5.01
Exercise Price, upper range limit	$ 10
Exercise Price, outstanding shares	235,000
Weighted average remaining contractual life	9 years 7 months 6 days
Weighted average exercise price	$ 6.50
Weighted average shares exercisable	230,000
Weighted average aggregate Intrinsic Price

Schedule of Key Assumptions Use

Schedule of Key Assumptions Used to Value Stock Options (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares
Minimum [Member]
Expected price volatility	88.01%
Risk-free interest rate	3.51%
Weighted average fair values, grants post split	$ 3.515
Weighted average expected life in years	5 years
Maximum [Member]
Expected price volatility	116.64%
Risk-free interest rate	4.42%
Weighted average fair values, grants post split	$ 5.384
Weighted average expected life in years	6 years

Schedule of Key Assumptions U_2

Schedule of Key Assumptions Used to Value Warrants (Details) - Warrant [Member]	1 Months Ended
	Aug. 31, 2023 $ / shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate	98.53%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	4.16%
Weighted average fair values	$ 0.05297
Weighted average expected life in years	5 years
Dividend yield

Stockholders_ equity (Details N

Stockholders’ equity (Details Narrative) - USD ($)							1 Months Ended	12 Months Ended
	Mar. 26, 2024	Mar. 25, 2024	Nov. 15, 2023	Aug. 07, 2023	Jun. 28, 2023	Apr. 28, 2023	Aug. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2022
Class of Stock [Line Items]
Capital stock, shares authorized								110,000,000
Common stock, shares authorized								100,000,000	100,000,000
Undesignated preferred stock, shares authorized								10,000,000	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.
Issuance of shares				1,275,000
Proceeds from issuance of common stock								$ 7,704,279	$ 2,904,000
Shares issued, value								$ 250,000
Share price				$ 7
Net of offering costs									$ 300,000
Common stock reserved for issuance										2,000,000
Share-based compensation arrangement, options, outstanding								635,001
Share-based compensation options, granted value								$ 2,750,000
Option expiration period								10 years
Unvested share based compensation granted								$ 1,300,000
Warrants expense								1,800,000
Loss on extinguishment								$ 2,800,000
Executive Officer [Member]
Class of Stock [Line Items]
Share-based payment award, vesting rights, percentage								100%
Employee and Consultant [Member]
Class of Stock [Line Items]
Share-based payment award, vesting rights, percentage								33.33%
Share-based payment award, vesting period								2 years
Director [Member]
Class of Stock [Line Items]
Fair market value		$ 100,000
Share-Based Payment Arrangement, Option [Member]
Class of Stock [Line Items]
Computation of diluted earnings per share								2,915,001	750,000
Common Stock [Member]
Class of Stock [Line Items]
Issuance of shares								35,715	3,200,000
Shares issued, value								$ 4
Share price									$ 1
Number of shares	450,000	100,000
Common Stock [Member] | Miralogx Llc [Member]
Class of Stock [Line Items]
Issuance of shares			700,000					700,000
Shares issued, value								$ 1,832,600
Warrant [Member]
Class of Stock [Line Items]
Share-based compensation arrangement, options, outstanding						1,000,000
Exercise price per share						$ 5
Warrants expiration term						5 years
Warrant outstanding						1,000,000
Deferred financing costs								$ 3,500,000
Computation of diluted earnings per share								2,915,001	750,000
Warrant [Member] | Miralogx Llc [Member]
Class of Stock [Line Items]
Issuance of shares			700,000
Exercise price per share			$ 2
Underwriter Warrants [Member]
Class of Stock [Line Items]
Exercise price per share								$ 7
Warrants to purchase common stock								63,750
IPO [Member] | Restricted Stock [Member]
Class of Stock [Line Items]
Issuance of shares								35,715
Shares issued, value								$ 250,000
IPO [Member] | Common Stock [Member]
Class of Stock [Line Items]
Issuance of shares							1,275,000
Shares issued price per share							$ 7
Gross proceeds from IPO							$ 8,900,000
Proceeds from issuance of common stock							$ 7,700,000
Undesignated Preferred Stock [Member]
Class of Stock [Line Items]
Undesignated preferred stock, shares authorized								10,000,000

Employment Agreements (Details

Employment Agreements (Details Narrative) - Employment Agreement [Member] - USD ($) $ in Thousands	Mar. 25, 2024	Oct. 13, 2023	Oct. 12, 2023	Aug. 28, 2023	Apr. 28, 2023	Aug. 17, 2023
Erez Aminov [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Initial base salary per year					$ 110
Cash bonus						$ 120
Erez Aminov [Member] | Subsequent Event [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Increase in annual compensation	$ 280
Erez Aminov [Member] | Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation value				$ 110
Erez Aminov [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation value				$ 200
Michelle Yanez [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Initial base salary per year					170
Cash bonus						50
Michelle Yanez [Member] | Subsequent Event [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Initial base salary per year	$ 230
Chris Chapman [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Initial base salary per year		$ 150			150
Cash bonus						50
Compensation value		$ 50	$ 150
Christos Nicholoudis [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Initial base salary per year					$ 75
Cash bonus						$ 25

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	Jan. 31, 2024 USD ($)
Subsequent Event [Member] | Related Party [Member]
Subsequent Event [Line Items]
Receivable related party	$ 148,703