MIRA Pharmaceuticals Inc美股招股说明书(2025-12-05版)

Up to $15,241,591 Common Stock This prospectus supplement (the “Prospectus Supplement”) amends and supplements the information in the prospectussupplement dated April 16, 2025 (the “April Prospectus”), filed as a part of our registration statement on Form S-3 (File No. 333-281467) (the “Registration Statement”) and the prospectus supplement dated September 26, 2024, contained therein (the “SeptemberProspectus”), and the prospectus dated August 16, 2024 (the “August Prospectus” and together with the September Prospectus andApril Prospectus, the “Prior Prospectus”), relating to the offering, issuance and sale by us of our common stock, par value $0.0001 pershare (“Common Stock”), from time to time that may be issued and sold under the at the market offering agreement (the “SalesAgreement”), dated August 12, 2024, and amended on September 24, 2024, by and between us and Rodman & Renshaw LLC, as salesagent. This Prospectus Supplement should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, We are filing this Prospectus Supplement to amend the Prior Prospectus to update the maximum amount of shares we areeligible to sell under the Sales Agreement and the Prospectus Supplement. As of the date hereof, the current aggregate market value ofour outstanding Common Stock held by non-affiliates, or public float, is $54,948,079, which was calculated based on 37,127,081outstanding shares of Common Stock held by non-affiliates and a price of $1.48 per share, the last reported sales price of our Common Pursuant to General Instruction I.B.6, as of the date hereof, we currently may offer and sell Common Stock having anaggregate offering price of up to $15,241,591 under the Sales Agreement, which amount is in addition to the Common Stock that wehave sold to date in accordance with the Sales Agreement under the Prior Prospectus. If our public float increases such that we maysell additional amounts under the Sales Agreement and the Registration Statement of which this Prospectus Supplement and the PriorProspectus are a part, we will file another prospectus supplement prior to making additional sales. Pursuant to General InstructionI.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of the aggregate Our Common Stock is listed on the Nasdaq Capital Market under the symbol “MIRA.” On December 4, 2025, the lastreported sale price of our Common Stock on the Nasdaq Capital Market was $1.48 per share. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “SecuritiesAct”) and a smaller reporting company as defined under Rule 405 of the Securities Act, and as such, we have elected to comply withcertain reduced public company reporting requirements. See “Prospectus Summary— Implications of Being a Smaller Reporting Investing in the offered securities involves a high degree of risk. Before buying any shares, you should read thediscussion of material risks of investing in our Common Stock in “Risk Factors” beginning on page S-2 of the PriorProspectus, and in our most recent Annual Report on Form 10-K and in the risks discussed under similar headings in the NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONHAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY Rodman & Renshaw LLC The date of this Prospectus Supplement is December 5, 2025