MIRA Mira Pharmaceuticals, Inc. - 8-K

Item
1.01 Entry into a Material Definitive Agreement.

On
May 21, 2026, MIRA Pharmaceuticals, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to that
certain Exclusive License Agreement, effective November 15, 2023, by and between the Company and MIRALOGX LLC.

Pursuant
to the Amendment, the parties expanded the Company’s exclusive licensed territory relating to Ketamir-2 from the United States,
Canada, and Mexico to all countries in which patent rights exist. The Amendment also expands the licensed patent portfolio to include
international patent filings and applications across multiple jurisdictions, including the United States, Europe, China, Japan, Canada,
Australia, India, Israel, Mexico, and South Korea.

The
Amendment is intended to support the continued global development and commercialization strategy for Ketamir-2 as the Company advances
the program toward planned Phase 2a development.

The
Amendment did not materially modify the previously disclosed core economic terms of the original License Agreement, including royalty
obligations and other financial consideration.

The
foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.

Item
7.01 Regulation FD Disclosure.

On
May 27, 2026, the Company issued a press release announcing the execution of the Amendment. A copy of the press release is attached as
Exhibit 99.1 hereto.

The
information set forth under Item 7.01 and in Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item
9.01 Financial Statements and Exhibits.

(d)
Exhibits

10.1

Amendment No. 1 to Exclusive License Agreement, by and between the Company and MIRALOGX, dated as of May 21, 2026.

99.1

Press release, dated May 27, 2026, announcing Amendment No. 1 to Exclusive License Agreement between the Company and MIRALOGX.

104

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