Correspondence 0001493152-23-024620 from MIRA PHARMACEUTICALS, INC. (MIRA) (CIK 0001904286) (MIRA)
MIRA PHARMACEUTICALS, INC. (MIRA) (CIK 0001904286)
Date: July 14, 2023 · CIK: 0001904286 · Accession: 0001493152-23-024620
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File numbers found in text: 333-273024
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CORRESP
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ATTORNEYS AT LAW
100 North Tampa Street, Suite 2700 Tampa,
FL 33602-5810 P.O. Box 3391
Tampa, FL 33601-3391
813.229.2300 TEL
813.221.4210 FAX
www.foley.com
WRITER’S DIRECT LINE 813.225.4122
ccreely@foley.com
July 14, 2023
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
Washington, DC 20549
Attention: Sasha Parikh, Kevin Vaughn, Jimmy McNamara, and Jason Drory
Re:
MIRA Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed June 29, 2023
File No. 333-273024
Dear Ms. Parikh, Mr. Vaughn, Mr. McNamara, and Mr.
Drory:
On behalf of MIRA Pharmaceuticals,
Inc. (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance of the United
States Securities and Exchange Commission set forth in your letter to Erez Aminov, the Company’s Chief Executive Officer, dated
July 8, 2023, relating to the above-referenced filing. Your comments are reproduced below in italicized bold text, followed by our responses
on behalf of the Company. Please be advised that the Company is concurrently publicly filing via EDGAR an Amendment No. 1 to the Registration
Statement on Form S-1 (the “Amended Registration Statement”).
Registration Statement on Form
S-1
Notes to Financial Statements
Note 10- Subsequent Events
Reverse Stock Split, page F-14
1.
Please have your auditors provide a revised audit report with regards to the reverse stock split that was completed June 28, 2023 (and disclosed in the updated footnote 10) in accordance with paragraph .05 of AS 3110, or explain why a revised audit report is not required.
Response: Please be advised
that the Amended Registration Statement includes a revised audit report, which has been revised to reflect a date after the completion
of the reverse stock split.
*****
AUSTIN
Boston
CHICAGO
dallas
DENVER
DETROIT
houston
JACKSONVILLE
LOS ANGELES
MADISON
MEXICO CITY
MIAMI
MILWAUKEE
NEW YORK
ORLANDO
SACRAMENTO
SAN DIEGO
SAN FRANCISCO
SILICON VALLEY
TALLAHASSEE
TAMPA
WASHINGTON, D.C.
BRUSSELS
TOKYO
July 14, 2023
Page 2
Should you have any additional
questions, please do not hesitate to contact the undersigned at 813.225.4122.
Best regards,
/s/
Curt P. Creely
Curt P. Creely