Mr. Dane Stevens reports
OPTIMI HEALTH ANNOUNCES PROPOSED NASDAQ LISTING AND U.S. UNDERWRITTEN PUBLIC OFFERING
Optimi Health Corp. has commenced an underwritten public offering in the United States of its common shares, no par value, pursuant to a registration statement filed with the U.S. Securities and Exchange Commission in connection with its proposed listing on Nasdaq Capital Market.
Joseph Gunnar & Co. LLC is acting as sole book-running manager for the proposed offering. In connection with the proposed offering, the company has applied to list its shares on Nasdaq under the symbol OPTH. Subject to approval of the Nasdaq listing and completion of the offering, the company's shares, including those currently trading on the Canadian Securities Exchange, are expected to be listed for trading on Nasdaq while continuing to trade on the CSE.
The offering will be made only by means of a prospectus that forms a part of an effective registration statement in the United States and pursuant to the public offering exemption available under B.C. Instrument 72-503 (Distribution of Securities outside British Columbia in Canada). When available, copies of the preliminary prospectus relating to this offering may be obtained from Joseph Gunnar & Co. LLC, prospectus department, 40 Wall St., 30th floor, New York, N.Y., 10005, telephone 212-440-9600, e-mail: prospectus@jgunnar.com.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. The offering is subject to market and other conditions and the completion of the SEC and Nasdaq review process. There can be no assurance as to whether or when the proposed offering may be completed, or as to the actual size or terms of the offering.
The shares of the offering referenced above are not being offered to residents of Canada or persons in Canada. Any offering of securities to Canadian investors, if any, would be conducted pursuant to separate prospectus exemptions under applicable Canadian securities laws and would not form part of the offering.
Consolidation
Although not yet effective, the company's board of directors has approved a consolidation of its outstanding shares on the basis of one postconsolidation common share for every 30 preconsolidation shares. The company anticipates effecting the consolidation immediately prior to the effectiveness of the registration statement relating to these securities.
The consolidation is intended to allow the company to meet the minimum share price requirement of Nasdaq and is being undertaken in connection with the company's proposed listing on Nasdaq. The consolidation will not affect a shareholder's proportionate ownership interest in the company, except for adjustments resulting from the treatment of fractional shares.
The company currently has 96,776,919 shares issued and outstanding. Following the consolidation, the company expects to have approximately 3,225,897 shares issued and outstanding, prior to rounding for fractional shares and prior to giving effect to the offering.
The company's name and stock symbol will remain unchanged following the consolidation. The new Cusip number will be 68405H308, and the new ISIN will be CA68405H3080 for postconsolidation shares.
No fractional shares will be issued if, as a result of the consolidation, a registered shareholder would otherwise be entitled to a fractional share. Instead, any fractional interest resulting from the consolidation will be rounded down to the nearest whole share. Any of the company's outstanding incentive stock options, warrants and other convertible securities will be adjusted on the same basis (one for 30) to reflect the consolidation in accordance with their respective terms, with proportionate adjustments to be made to the exercise prices.
Shareholders of the company approved the consolidation at an annual general and special meeting of shareholders held on Sept. 8, 2025. No action is required to be taken by shareholders with respect to the consolidation. Beneficial holders who hold their shares through intermediaries (for example, a broker, bank, trust company, investment dealer or other financial institution) and who have questions regarding how the consolidation will be processed should contact their intermediaries.
About Optimi Health Corp.
Optimi Health is a commercial-stage pharmaceutical company focused on manufacturing and distributing GMP-grade 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.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.