MIRA Pharmaceuticals Form 4 / Erez Aminov ownership change

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Aminov Erez

(Last)

(First)

(Middle)

C/O MIRA PHARMACEUTICALS, INC.

1200 BRICKELL AVE. 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2024

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)
Stock Options (right to buy)	$1.19⁽¹⁾	12/09/2024		A		2,000,000		⁽²⁾	12/09/2034	Common Stock	2,000,000	$0	2,000,000⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	12/09/2024		A		500,000		⁽⁵⁾	12/09/2034	Common Stock	500,000	$0	500,000⁽⁶⁾	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 December 6, 2024.

2. The stock options were issued to the Reporting Person on December 6, 2024 (the "Grant Date"), pursuant to the Issuer's 2022 Omnibus Incentive Plan, as amended and restated (the "Plan"). Half of the shares subject to the option shall vest on the Grant Date and the remaining half of the shares subject to the option shall vest six months after the Grant Date.

3. Represents 2,000,000 stock options that were issued to the Reporting Person on December 6, 2024 under the Plan. Half of the shares subject to the option shall vest on the Grant Date and the remaining half of the shares subject to the option shall vest six months after the Grant Date.

4. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

5. The RSUs were issued to the Reporting Person on the Grant Date, pursuant to the Plan. Half of the shares subject to the RSU shall vest on the Grant Date and the remaining half of the shares subject to the RSU shall vest six months after the Grant Date.

6. Represents 500,000 RSUs that were issued to the Reporting Person on December 6, 2024 under the Plan. Half of the shares subject to the RSU shall vest on the Grant Date and the remaining half of the shares subject to the RSU shall vest six months after the Grant Date.

	/s/ Michelle Yanez, Attorney-in-Fact for Erez Aminov	12/10/2024
	** 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.

MIRA Pharmaceuticals (MIRA) Form 4MIRA PHARMACEUTICALS / Erez Aminov ownership change