Optimi Health Announces Proposed Nasdaq Listing and U.S. Underwritten Public Offering

Executive Summary

• Optimi Health Corp. announced the commencement of an underwritten public offering of its common shares in the United States, intended to support a proposed Nasdaq Capital Market listing.
• The company will effect a 30‑for‑1 reverse share consolidation prior to the effectiveness of the registration statement to meet Nasdaq’s minimum price requirement, reducing outstanding shares from ~96.8 M to ~3.23 M.
• Joseph Gunnar & Co., LLC is acting as sole book‑running manager; the offering size and pricing remain undisclosed pending SEC effectiveness and market conditions.

Key Details

• Offering Structure: Underwritten public offering of common shares (no par value) in the U.S.; prospectus to be filed with the SEC under a registration statement that has not yet become effective.
• Underwriter: Joseph Gunnar & Co., LLC – sole book‑running manager.
• Nasdaq Listing Goal: Application submitted to list on Nasdaq under ticker “OPTH” pending approval; shares will continue trading on the CSE.
• Share Consolidation: 1 post‑consolidation share for every 30 pre‑consolidation shares (30:1 reverse split).
• Pre‑consolidation outstanding shares: 96,776,919.
• Post‑consolidation expected outstanding shares: ~3,225,897 (before rounding and fractional adjustments).
• Purpose of Consolidation: To satisfy Nasdaq’s minimum share price requirement; will not alter proportional ownership aside from fractional share treatment.
• Adjustments to Derivatives: All outstanding incentive stock options, warrants, and convertible securities will be adjusted on a 30:1 basis, including exercise prices.
• Regulatory & Offering Conditions:
• Offering subject to market conditions, SEC effectiveness, Nasdaq review, and customary closing conditions.
• Shares not being offered to Canadian residents; any Canadian offering would require separate prospectus exemptions.
• Share Identifiers Post‑Consolidation: New CUSIP = 68405H308; new ISIN = CA68405H3080.
• Board Approval: Consolidation approved at the annual general and special meeting of shareholders on 8 Sept 2025; no further shareholder action required.
• Contact Information: CEO Dane Stevens ([email protected]) and Investor Relations contact Lucas A. Zimmerman, MZ Group.

Notable Quotes

• “The consolidation is intended to allow the Company to meet the minimum share price requirement of the Nasdaq and is being undertaken in connection with our proposed listing on Nasdaq.” – JJ Wilson, Chairman (on behalf of the Board)