aibioMIRA Pharmaceuticals closes SKNY acquisition in all-stock deal
Tickers MIRA
SKNY contributed $5 million in marketable securities to MIRA as a closing condition. MIRA says it believes it has regained compliance with Nasdaq's $2,500,000 equity rule, but the filing gives no share count for the deal.
Key facts
- Company
- MIRA Pharmaceuticals, Inc. (NASDAQ: MIRA)
- News type
- Mergers
- Primary source
- MIRA Pharmaceuticals, Inc. 8-K (2025-09-30)
MIRA Pharmaceuticals, Inc. said it completed its acquisition of SKNY Pharmaceuticals, Inc. on September 29, 2025, under a merger agreement announced earlier. The Miami company acquired 100% of SKNY in exchange for restricted shares of its common stock, issued to SKNY's shareholders. The number of shares was set by an exchange ratio drawn from independent third-party valuations of both companies. The 8-K was signed by Chief Executive Officer Erez Aminov.
What SKNY brought in
As a condition to closing, SKNY contributed $5 million in marketable securities to MIRA. The shares were issued without registration, in reliance on Section 4(a)(2) of the Securities Act and Rule 506. The company calls the deal "a transformational step in the Company's growth strategy," and says it strengthens the balance sheet.
The filing does not give the number of shares issued to SKNY's shareholders or the exchange ratio itself, so the dilution from the deal cannot be measured from it. Marketable securities are not cash, and the filing does not say what those securities were worth at closing.
The pipeline, as the company describes it
Ketamir-2 is a next-generation ketamine analog in Phase 1 testing for neuropathic pain. The filing says it is supported by encouraging preclinical and early clinical results, and it reports preclinical activity in depression and PTSD. It reports no clinical numbers for any of these points.
MIRA-55 is an oral THC analog. The filing reports preclinical results in inflammatory pain that it calls comparable to morphine, and activity in cognitive decline and anxiety. The company says the compound is designed to provide benefit without addictive risk or THC side effects. The filing gives no study sizes for those preclinical results.
SKNY-1 is an oral candidate aimed at obesity and smoking cessation. The filing says preclinical results show up to 30% weight loss without muscle loss, and a reversal of nicotine craving. It does not say what species were studied or how many subjects were involved.
Taken together, only one program is in human testing, and the filing gives no clinical numbers for it.
The Nasdaq timeline
Nasdaq staff notified MIRA on April 8, 2025 that it did not comply with Listing Rule 5550(b)(1), which requires minimum stockholders' equity of $2,500,000. MIRA responded on May 7, 2025, and Nasdaq extended the deadline to October 6, 2025 to regain compliance.
MIRA says that, after sales of its stock through several at-the-market offerings and the closing of the merger, it "believes it has regained compliance with the Rule." That is the company's own conclusion, not a Nasdaq determination. The filing says Nasdaq will keep monitoring, and that if the company's next periodic report does not show compliance, it may be subject to delisting. The at-the-market sales are themselves a source of new shares, and the filing does not say how much they raised.
Management and the 2024 grants
The annual report for 2024, filed March 28, 2025, shows that Aminov received 2,000,000 options at an exercise price of $1.19 a share on December 6, 2024. The same date brought 500,000 restricted stock units, which vest in two halves on February 12 and June 6, 2025. The compensation committee also made a $300,000 cash award based on CEO performance. Chief Financial Officer Michelle Yanez received 150,000 options at $1.19 on the same date. No stock options were exercised by the executive officers in 2024, according to the report.
What the filing leaves open
The 8-K does not give MIRA's stockholders' equity after the merger, the number of shares issued to SKNY's holders, the amount raised in the at-the-market sales, or the value of the marketable securities. The compliance claim rests on those items. The next test is the periodic report the company files after this 8-K, which Nasdaq will use to judge whether the company remains compliant.