UNDERWRITING AGREEMENT between MIRA PHARMACEUTICALS, INC. and KINGSWOOD INVESTMENTS, division of Kingswood Capital Partners, LLC, as Representative of the Several Underwriters UNDERWRITING AGREEMENT between MIRA PHARMACEUTICALS, INC. and KINGSWOOD...Underwriting Agreement • July 18th, 2023 • Mira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • August 12th, 2024 • Mira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
MIRA Pharmaceuticals, Inc., a corporation organized under the laws of Florida (the “Company”), confirms its agreement (this “Agreement”) with Rodman & Renshaw LLC (the “Manager”) as follows:
Representative’s Warrant AgreementRepresentative’s Warrant Agreement • August 7th, 2023 • Mira Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) KINGSWOOD INVESTMENTS, DIVISION OF KINGSWOOD CAPITAL PARTNERS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF KINGSWOOD INVESTMENTS, DIVISION OF KINGSWOOD CAPITAL PARTNERS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2024 • Mira Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of June 26, 2024 (the “Effective Date”), by and between MIRA Pharmaceuticals, Inc. (the “Company”) and Michelle Yanez (“Employee”).
ContractWarrant Agreement • November 20th, 2023 • Mira Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE SECURITIES ACT.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 29th, 2023 • Mira Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
This Indemnification Agreement (the “Indemnification Agreement”) is made and entered into as of _____________, ______, by and between MIRA PHARMACEUTICALS, INC., a Florida corporation (the “Company”), and ________________________, an individual (“Indemnitee”).
AMENDED & RESTATED LIMITED LICENSE AGREEMENTLimited License Agreement • June 29th, 2023 • Mira Pharmaceuticals, Inc. • Pharmaceutical preparations
This First Amendment to the Amended & Restated Limited License Agreement (“First Amendment”) is made this 20th day of April, 2023 and is entered into retroactively as of the 28th day of April, 2022 (the “Effective Date”) when the Limited License Agreement was first entered by and between MyMD Pharmaceuticals, Inc., a New Jersey corporation having a place of business at 855 N. Wolfe St., Suite 601, Baltimore, Maryland 21205 (“MYMD”) and MIRA Pharmaceuticals, Inc. (f/k/a MIRA1a Therapeutics, Inc.), a Florida corporation having a place of business at 900 West Platt St., Suite 200, Tampa, Florida 33606-2173 (“MIRA”). MYMD and MIRA may be referred to herein as a “Party” and collectively as the “Parties.”
CONFIRMATORY PATENT ASSIGNMENT AND ROYALTY AGREEMENTConfirmatory Patent Assignment and Royalty Agreement • June 29th, 2023 • Mira Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
THIS AGREEMENT (“Agreement”) is entered into as of November 1, 2021 (the “Effective Date”), by and between SRQ PATENT HOLDINGS II, LLC, a Florida limited liability company (“Assignor”), located at 324 S. Hyde Park Avenue, Suite 350, Tampa FL 33606, MIRA1a THERAPEUTICS, INC., a Florida corporation (“Assignee”) located at 324 S. Hyde Park Avenue, Suite 350, Tampa FL 33606, and Jonnie R. Williams, Sr., an individual (“Inventor”). Assignor, Assignee, and Inventor are herein referred to collectively as the “Parties.”
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 20th, 2023 • Mira Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of November 15, 2023 (the “Effective Date”), by and between MIRALOGX LLC, a Florida limited liability company located at 900 West Platt St., Suite 200, Tampa, FL 33606 (“Licensor”), and MIRA PHARMACEUTICALS, INC., a Florida corporation having its principal place of business at 855 N. Wolfe St., Suite 601, Baltimore, MD 21205 (“Licensee”). Licensor and Licensee are each herein referred to as “Party” and collectively as the “Parties.”
AGREEMENT FOR SHARED LEASE COSTSAgreement for Shared Lease Costs • July 14th, 2023 • Mira Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement for Shared Lease Costs (the “Agreement”) is made, effective as of April 1, 2023 by and among MIRALOGX LLC. (“ MIRALOGX”), MIRA Pharmaceuticals, Inc. (“MIRA” ) and Telomir Pharmaceuticals, Inc. (“Telomir”), all with a mailing address of 900 West Platt Street, Suite 200, Tampa, Florida 33606.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2023 • Mira Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
This Amendment to Employment Agreement, dated August 28, 2023 (this “Amendment), amends that certain Employment Agreement, dated April 28, 2023, (the “Agreement”), between Erez Aminov (“Employee”) and MIRA Pharmaceuticals, Inc. (the “Company”). The Employee and Company may hereinafter be referred to individually as a “Party” and collectively as (the “Parties”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2023 • Mira Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
This Amendment to Employment Agreement, dated August 28, 2023 (this “Amendment), amends that certain Employment Agreement, dated April 28, 2023 (the “Agreement”), between Chris Chapman (“Employee”) and MIRA Pharmaceuticals, Inc. (the “Company”). The Employee and Company may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.
AMENDED & RESTATED LIMITED LICENSE AGREEMENTLimited License Agreement • June 29th, 2023 • Mira Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
This Amended & Restated Limited License Agreement (“Agreement”) is made this 27th day of June, 2022 and is retroactive to 28th day of April, 2022 (the “Effective Date”) when the Limited License Agreement was first entered by and between MyMD Pharmaceuticals, Inc., a New Jersey corporation having a place of business at 855 N. Wolfe St., Suite 601, Baltimore, Maryland 21205 (“MYMD”) and MIRA1a Therapeutics, Inc., a Florida corporation having a place of business at 900 West Platt St., Suite 200, Tampa, Florida 33606-2173 (“MIRA1a”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2023 • Mira Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
REGISTRATION RIGHTS AGREEMENT (“Agreement”), dated as of April 28, 2023, by and among MIRA PHARMACEUTICALS, INC., a Florida corporation (the “Company”), and BAY SHORE TRUST (the “Holder”). All capitalized terms used herein without definition shall have the meanings set forth in the Warrant Agreement (as defined below).
Master Collaboration Agreement between The Johns Hopkins University and MIRA Pharmaceuticals, Inc.Master Collaboration Agreement • July 14th, 2023 • Mira Pharmaceuticals, Inc. • Pharmaceutical preparations • Maryland
This Collaboration Agreement (“Agreement”), effective on November 1st, 2021 (“Effective Date”), is entered into by and between The Johns Hopkins University on behalf of its School of Medicine (“JHU”), having an address at 733 N. Broadway, Suite 117, Baltimore, Maryland 21205, and MIRA Pharmaceuticals, Inc., (“MIRA”), a Florida corporation having its principal address at 324 South Hyde Park Ave., Suite 350, Tampa, Florida 33606 (individually a “Party” and collectively the “Parties”).
CONVERSION AGREEMENTConversion Agreement • July 21st, 2023 • Mira Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS CONVERSION AGREEMENT (this “Agreement”), dated as of July 20, 2023, is made between MIRA Pharmaceuticals, Inc., a Florida corporation (the “Company”), and the Bay Shore Trust (“Payee”, and, collectively with the Company, the “Parties”).
