Mr. Dane Stevens reports
OPTIMI HEALTH ANNOUNCES PRICING OF OVERSUBSCRIBED US$15 MILLION PUBLIC OFFERING AND NASDAQ UPLISTING
Optimi Health Corp. has priced its underwritten public offering in connection with the uplisting of its common shares to the Nasdaq Capital Market. The company is offering 2.4 million common shares at a public offering price of $6.25 (U.S.) per share. The company has also granted the underwriter (as defined below) the option to purchase up to an additional 360,000 common shares. The common shares are expected to begin trading on the Nasdaq Capital Market on May 20, 2026, under the symbol OPTH.
The gross proceeds from the offering, before deducting underwriting discounts and commissions, and other estimated offering expenses payable by the company, are expected to be approximately $15-million (U.S.), excluding any exercise of the underwriter's option to purchase additional shares. The offering is expected to close on or about May 21, 2026, subject to the satisfaction of customary closing conditions.
The company intends to use the net proceeds of the offering for scaling production and distribution of its products in its current markets, additional market expansion, including the United States, and sales growth, and general working capital and other operating expenses. However, the company's management will have broad discretion with respect to the actual use of the net proceeds from the offering.
Joseph Gunnar & Co. LLC is acting as sole bookrunning manager for the offering.
A registration statement on Form F-1 (file No. 333-290086) related to the offering of the shares described above was filed with the United States Securities and Exchange Commission (SEC) and was declared effective on May 19, 2026. A copy of the registration statement can be accessed by visiting the SEC website. The common shares are being offered and sold in the United States only by means of a prospectus forming part of the registration statement. A final prospectus relating to this offering will be filed with the SEC. When available, a copy of the final prospectus may be obtained from Joseph Gunnar, prospectus department, 40 Wall St. (30th floor), New York, N.Y., 10005, telephone: 212-440-9600, e-mail: prospectus@jgunnar.com. Investors may also obtain these documents at no cost by visiting the SEC's website.
Before you invest, you should read the prospectus and other documents the company has filed or will file with the SEC for more complete information about the company and the offering.
The offering will be completed in each of the provinces and territories of Canada, except for Quebec, in reliance on the listed issuer financing exemption from the prospectus requirements available under Part 5A.2 of National Instrument 45-106, Prospectus Exemptions, as modified by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. Any distribution of common shares outside of Canada will be made pursuant to applicable foreign securities laws and the public offering exemption available under B.C. Instrument 72-503, Distribution of Securities outside British Columbia.
Further to the company's news release dated April 23, 2026, announcing its intention to complete a portion of the offering in canada pursuant to the listed issuer financing exemption, there is an amended and restated offering document related to the offering that can accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision concerning the common shares.
The company also announces further to its news release dated March 16, 2026, the record date for the previously announced consolidation of its outstanding common shares on the basis of one postconsolidation common share for every 30 preconsolidation shares was May 19, 2026. The consolidation became effective as of 4:30 p.m. on May 19, 2026, and trading of the postconsolidation common shares on the Canadian Securities Exchange will commence as of the opening of the market on May 20, 2026. The company's common shares will trade under a new Cusip number (68405H 30 8) and ISIN (CA 68405H 30 8 0). The exercise price and the number of common shares issuable under the company's outstanding warrants and options have been proportionately adjusted to reflect the consolidation. Fractional shares created as a result of the consolidation were rounded down to the next whole share.
Following the consolidation and assuming no additional issuances, the company expects to have approximately 3,225,881 common shares issued and outstanding, prior to rounding for fractional shares and prior to giving effect to the offering.
In connection with the consolidation, the company will not require a letter of transmittal from holders of common shares whose shares are held in book entry or DRS form. All such shareholders will automatically receive the postcconsolidation shares to which they are entitled and Endeavour Trust Corp., as transfer agent, will distribute the applicable DRS statements. Endeavour Trust has confirmed that all common shares of the company held by registered shareholders as of the record date on May 19, 2026, will be processed. The consolidation remains subject to the policies of the Canadian Securities Exchange.
About Optimi Health Corp.
Optimi Health is a commercial-stage pharmaceutical company focused on manufacturing and distributing GMP-grade (good manufacturing practice) psychedelic drug products for mental health therapies. As a Health Canada-licensed pharmaceutical manufacturer, Optimi produces validated MDMA and botanical psilocybin drug products at its GMP-compliant facilities in British Columbia, Canada.
Optimi supplies both active pharmaceutical ingredients and finished dosage forms to regulated clinical and therapeutic programs internationally, with products currently prescribed to patients in Australia under the country's authorized prescriber scheme and accessible in Canada through the special access program.
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