Optimi arranges public offering of shares in U.S.

Executive Summary

• Optimi Health Corp. has commenced an underwritten public offering in the United States of its common shares, with the goal of listing on the Nasdaq Capital Market under the symbol OPTH.
• The company’s board has approved a 1-for-30 share consolidation to meet Nasdaq’s minimum share price requirements, which is expected to be effected immediately prior to the effectiveness of the U.S. registration statement.
• The offering is subject to SEC and Nasdaq approval, with Joseph Gunnar & Co. LLC acting as the sole book-running manager.

Key Details

• U.S. Public Offering:
  • Structure: Underwritten public offering of common shares, no par value.
  • Manager: Joseph Gunnar & Co. LLC is the sole book-running manager.
  • Listing: Application filed to list on Nasdaq Capital Market under symbol OPTH. Shares will continue to trade on the Canadian Securities Exchange (CSE).
  • Regulatory Status: Registration statement filed with the SEC but not yet effective; offering subject to market conditions and SEC/Nasdaq review.
  • Jurisdiction: Offered only via prospectus in the U.S. and pursuant to B.C. Instrument 72-503 in Canada; not offered to Canadian residents.
• Share Consolidation:
  • Ratio: 1 post-consolidation share for every 30 pre-consolidation shares.
  • Purpose: To meet Nasdaq’s minimum share price requirement.
  • Timing: Anticipated to be effected immediately prior to the effectiveness of the U.S. registration statement.
  • Share Count: Current outstanding shares are 96,776,919. Post-consolidation, the company expects approximately 3,225,897 shares issued and outstanding (prior to rounding and offering effects).
  • Fractional Shares: No fractional shares will be issued; interests will be rounded down to the nearest whole share.
  • Derivatives: Outstanding incentive stock options, warrants, and other convertible securities will be adjusted on a 1-for-30 basis, with proportionate adjustments to exercise prices.
  • Shareholder Approval: Approved at the annual general and special meeting held on Sept. 8, 2025.
  • Identifiers: New CUSIP: 68405H308; New ISIN: CA68405H3080.
• Company Profile:
  • Commercial-stage pharmaceutical company focused on GMP-grade psychedelic drug products for mental health therapies.
  • Produces MDMA and botanical psilocybin at GMP-compliant facilities in British Columbia.
  • Supplies active pharmaceutical ingredients and finished dosage forms internationally; products prescribed in Australia and accessible in Canada.