SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Yanez Michelle

(Last)

(First)

(Middle)

C/O MIRA PHARMACEUTICALS, INC.

1200 BRICKELL AVENUE, SUITE 1950 #1183

(Street)

MIAMI

33131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MIRA PHARMACEUTICALS, INC. [ MIRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (right to buy)	$1.15⁽¹⁾	03/26/2024		A		150,000		⁽²⁾	03/26/2034	Common Stock	150,000	$0	57,799⁽³⁾	D

Explanation of Responses:

1. The exercise price of the stock options issued to the Reporting Person is equal to the closing price of the Issuer's common stock on March 26, 2024.

2. The options were granted under the Issuer's 2022 Amended and Restated Omnibus Incentive Plan (the "Plan") whereby 50% of such incentive options, or 75,000 options, will vest on the six month anniversary of the of the grant, or September 26, 2024, and the remaining 50% will vest on the first anniversary of the grant date, March 26, 2025.

3. Represents (i) 3,334 stock options that were issued to the Reporting Person under the Plan that became exercisable on June 15, 2022 at an exercise price of $5.00 (ii) 3,333 stock options that were issued to the Reporting Person under the Plan that became exercise on June 15, 2023 at an exercise price of $5.00 each, (iii) 15,566 stock options were issued to the Reporting Person on April 28, 2023, pursuant to a grant under the Issuer's Plan which vested in full on April 28, 2024 at an exercise price of $6.50 each, (iv) 15,566 stock options were issued to the Reporting Person on April 28, 2023, pursuant to a grant under the Issuer's Plan which will vest in full on April 28, 2024 at an exercise price of $6.50 each (v) 20,000 stock options were issued to the Reporting Person on August 17, 2023, pursuant to a grant under the Issuer's Plan which vested in full on August 17, 2023 at an exercise price of $6.50 each.

	/s/ Michelle Yanez	03/27/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Yanez Michelle