Vancouver, British Columbia--(Newsfile Corp. - March 16, 2026) - Optimi Health Corp. (CSE: OPTI) (OTCQX: OPTHF) (FSE: 8BN) (the "Company" or "Optimi"), a commercial-stage pharmaceutical company focused on manufacturing and distributing finished psychedelic drug products, today announced that it has commenced an underwritten public offering in the United States (the "Offering") of its common shares, no par value (the "Shares"), pursuant to a registration statement filed with the United States Securities and Exchange Commission (the "SEC"), in connection with its proposed listing on the Nasdaq Capital Market ("Nasdaq").
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 the 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 ("CSE"), are expected to be listed for trading on the 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 BC 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 Street, 30th Floor, New York, NY 10005, telephone 212-440-9600, email: 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. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with Canadian securities laws, the registration requirements of the Securities Act of 1933, as amended, and the applicable laws of any jurisdiction where such securities are sold. 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 (1) post-consolidation common Share for every thirty (30) pre-consolidation Shares (the "Consolidation"). 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 the 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 post-Consolidation 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 (30:1) 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 September 8, 2025. No action is required to be taken by shareholders with respect to the Consolidation. Beneficial holders who hold their Shares through intermediaries (e.g., 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 Corp. (CSE: OPTI) (OTCQX: OPTHF) (FSE: 8BN) 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.
On Behalf of the BoardJJ Wilson, Chairman
For more information, please contact:Dane Stevens, CEO
Optimi Health Corp.
(778) 761-4551
investors@optimihealth.ca
www.optimihealth.ca
Investor Relations Contact:Lucas A. Zimmerman
Managing Director
MZ Group - MZ North America
(262) 357-2918
OPTHF@mzgroup.us
www.mzgroup.us
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies, certain of which are unknown. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, or future events or performance (often, but not always, through the use of words or phrases such as "will likely result," "are expected to," "expects," "will continue," "is anticipated," "anticipates," "believes," "estimated," "intends," "plans," "forecast," "projection," "strategy," "objective," and "outlook") are not historical facts and may be forward-looking statements, including, but not limited to, the statements regarding the timing and completion of the proposed Offering in the United States; the timing for the SEC registration statement to become effective; Nasdaq approval of the Company's listing application and the anticipated listing of the Company's common shares on Nasdaq; the timing, implementation and effects of the proposed share consolidation; and the Company's expectations that the Offering and related transactions will satisfy applicable listing requirements and be completed on the expected timeline, or at all. These statements may involve estimates, assumptions, and uncertainties that could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct, and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.
Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond the Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. These assumptions include, but are not limited to, capital markets conditions and investor demand being sufficient to complete the Offering on acceptable terms; the Company, the underwriter and other parties being able to satisfy customary closing conditions; the SEC and Nasdaq review processes proceeding on the timelines currently anticipated; the Company's ability to meet applicable Nasdaq listing requirements following the consolidation and in connection with the Offering; and the absence of material adverse changes in the Company's business, financial condition, operations or prospects. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, it cannot guarantee future results, level of activity, performance or achievements. Accordingly, there are or will be important factors that may cause actual results to differ from expected results. These factors include but are not limited to market volatility or adverse conditions that may impact the Offering; the Company's inability to obtain, or delays in obtaining, regulatory or exchange approvals; and those described under "Risk Factors" in the Company's registration statement on Form F-1, as amended, relating to the Offering or in the Company's continuous disclosure filings available under its SEDAR+ profile at www.sedarplus.com. Except as expressly required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Company to predict all of them or assess the impact of each factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.
Neither the Canadian Securities Exchange nor the Canadian Investment Regulatory Organization accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/288439
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 the 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 ("CSE"), are expected to be listed for trading on the 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 BC 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 Street, 30th Floor, New York, NY 10005, telephone 212-440-9600, email: 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. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with Canadian securities laws, the registration requirements of the Securities Act of 1933, as amended, and the applicable laws of any jurisdiction where such securities are sold. 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 (1) post-consolidation common Share for every thirty (30) pre-consolidation Shares (the "Consolidation"). 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 the 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 post-Consolidation 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 (30:1) 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 September 8, 2025. No action is required to be taken by shareholders with respect to the Consolidation. Beneficial holders who hold their Shares through intermediaries (e.g., 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 Corp. (CSE: OPTI) (OTCQX: OPTHF) (FSE: 8BN) 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.
On Behalf of the BoardJJ Wilson, Chairman
For more information, please contact:Dane Stevens, CEO
Optimi Health Corp.
(778) 761-4551
investors@optimihealth.ca
www.optimihealth.ca
Investor Relations Contact:Lucas A. Zimmerman
Managing Director
MZ Group - MZ North America
(262) 357-2918
OPTHF@mzgroup.us
www.mzgroup.us
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies, certain of which are unknown. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, or future events or performance (often, but not always, through the use of words or phrases such as "will likely result," "are expected to," "expects," "will continue," "is anticipated," "anticipates," "believes," "estimated," "intends," "plans," "forecast," "projection," "strategy," "objective," and "outlook") are not historical facts and may be forward-looking statements, including, but not limited to, the statements regarding the timing and completion of the proposed Offering in the United States; the timing for the SEC registration statement to become effective; Nasdaq approval of the Company's listing application and the anticipated listing of the Company's common shares on Nasdaq; the timing, implementation and effects of the proposed share consolidation; and the Company's expectations that the Offering and related transactions will satisfy applicable listing requirements and be completed on the expected timeline, or at all. These statements may involve estimates, assumptions, and uncertainties that could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct, and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.
Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond the Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. These assumptions include, but are not limited to, capital markets conditions and investor demand being sufficient to complete the Offering on acceptable terms; the Company, the underwriter and other parties being able to satisfy customary closing conditions; the SEC and Nasdaq review processes proceeding on the timelines currently anticipated; the Company's ability to meet applicable Nasdaq listing requirements following the consolidation and in connection with the Offering; and the absence of material adverse changes in the Company's business, financial condition, operations or prospects. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, it cannot guarantee future results, level of activity, performance or achievements. Accordingly, there are or will be important factors that may cause actual results to differ from expected results. These factors include but are not limited to market volatility or adverse conditions that may impact the Offering; the Company's inability to obtain, or delays in obtaining, regulatory or exchange approvals; and those described under "Risk Factors" in the Company's registration statement on Form F-1, as amended, relating to the Offering or in the Company's continuous disclosure filings available under its SEDAR+ profile at www.sedarplus.com. Except as expressly required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Company to predict all of them or assess the impact of each factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.
Neither the Canadian Securities Exchange nor the Canadian Investment Regulatory Organization accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/288439
