Optimi Health Announces Closing of Oversubscribed US$15 Million Public Offering

Optimi Health (NASDAQ: OPTH) closed an oversubscribed underwritten public offering of 2,400,000 common shares at US$6.25 per share, raising US$15 million in gross proceeds in connection with its uplisting to the Nasdaq Capital Market.

Rhea-AI Summary

Optimi Health (NASDAQ: OPTH) closed an oversubscribed underwritten public offering of 2,400,000 common shares at US$6.25 per share, raising US$15 million in gross proceeds in connection with its uplisting to the Nasdaq Capital Market.

The shares began trading on Nasdaq on May 20, 2026 under OPTH and continue on the CSE as OPTI. The underwriter received 96,000 warrants exercisable at US$7.50 per share until May 21, 2031.

Positive

• US$15,000,000 gross proceeds from offering to support working capital
• 2,400,000 new common shares issued at US$6.25 per share
• Uplisting completed to Nasdaq Capital Market under symbol OPTH
• All offering securities issued without resale restrictions in US and Canada

Negative

• Equity dilution from issuance of 2,400,000 new common shares
• Underwriter granted 96,000 warrants exercisable at US$7.50 until 2031, adding potential future dilution

Argus May 21 session

-6.25% close to close Open Argus

Details

News Market Reaction – OPTH

On May 21, the day this news came out, OPTH closed 6.25% below the previous close.

Data tracked by StockTitan Argus for the May 21 session.

Key Figures

Offering size: US$15,000,000 Shares issued: 2,400,000 shares Offering price: US$6.25 per share +5 more

Offering size

US$15,000,000

Aggregate gross proceeds from public offering

Shares issued

2,400,000 shares

Common shares sold in the offering

Offering price

US$6.25 per share

Public offering price per common share

Underwriter warrants

96,000 warrants

Common share purchase warrants to underwriter

Warrant exercise price

US$7.50 per share

Exercise price of underwriter warrants until May 21, 2031

F-1 file number

File No. 333-290086

Registration statement on Form F-1 for the offering

Nasdaq trading start

May 20, 2026

Date common shares began trading on Nasdaq Capital Market

Underwriting agreement date

May 19, 2026

Date of underwriting agreement with Joseph Gunnar & Co., LLC

Key Terms

underwritten public offering, common share purchase warrants, registration statement on form f-1, prospectus, +4 more

8 terms

underwritten public offering financial

"today closed its previously announced underwritten public offering (the "Offering")"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

common share purchase warrants financial

"The Company granted 96,000 non-transferable common share purchase warrants entitling"

A common share purchase warrant is a tradable right that lets its holder buy a company’s ordinary shares at a fixed price for a set period, like a coupon that can be redeemed later to buy stock at a predetermined rate. Investors care because warrants offer leverage on future upside—they can magnify gains if the share price rises above the set price—but they can also dilute existing shareholders if used, and they expire worthless if unused.

registration statement on form f-1 regulatory

"A registration statement on Form F-1 (File No. 333-290086) related to the Offering"

A registration statement on Form F-1 is a legal document companies file with regulators to offer their shares to investors in a foreign country or market. It provides essential information about the company's business, finances, and risks, helping investors make informed decisions about whether to buy its stock. This process ensures transparency and protects investors by making company details publicly available before trading begins.

prospectus regulatory

"only by means of a prospectus forming part of the registration statement"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

national instrument 45-106 regulatory

"under Part 5A.2 of National Instrument 45-106 - Prospectus Exemptions"

A Canadian securities rule that lets companies sell shares or other investments without a full formal offering document when they meet specific conditions and provide required disclosure; it lays out the different exemptions, who can buy under them, and what information must be given. For investors it matters because these exemptions change how much information and legal protection they get — like buying from a farmer’s market vendor instead of a large supermarket, the potential for higher reward can come with less standardized disclosure and greater risk.

listed issuer financing exemption regulatory

"in reliance on the "listed issuer financing" exemption from the prospectus requirements"

A listed issuer financing exemption is a regulatory allowance that lets a publicly traded company raise money by selling securities without preparing a full, formal prospectus when specific conditions are met. Think of it as a permitted shortcut with guardrails: it speeds access to capital while still requiring certain disclosures and limits, and it matters to investors because it can dilute existing holdings, change ownership stakes, and quickly affect share price and company funding prospects.

prospectus requirements regulatory

"exemption from the prospectus requirements available under Part 5A.2"

Prospectus requirements are the legal rules that specify what information a company must disclose when offering securities, such as a public share or bond sale. They ensure investors get a clear “product label” showing a company’s business, finances, risks and how the offering will be used, so buyers can compare options and make informed decisions; missing or misleading disclosures can delay deals and create legal and financial risk.

securities laws regulatory

"resale restrictions under applicable Canadian and United States securities laws."

Securities laws are the rules and enforcement systems that govern the buying, selling and disclosure of stocks, bonds and other investment products; think of them as the traffic laws for financial markets that set what must be disclosed, forbid fraud and require fair dealing. They matter to investors because they help ensure companies provide accurate information, reduce the risk of deception or insider advantage, and make it easier to compare investments and seek remedies if something goes wrong.

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Vancouver, British Columbia--(Newsfile Corp. - May 21, 2026) - Optimi Health Corp. (NASDAQ: OPTH) (CSE: OPTI) (FSE: 8BN0) (the "Company" or "Optimi"), a commercial-stage pharmaceutical company focused on manufacturing and distributing finished psychedelic drug products, today closed its previously announced underwritten public offering (the "Offering") in connection with the uplisting of its common shares to the Nasdaq Capital Market. The Company issued 2,400,000 common shares at a price of US$6.25 per share. The aggregate gross proceeds to the Company from the Offering were US$15,000,000, before deducting underwriting discounts and offering expenses.

"This marks a significant milestone for Optimi," said Dane Stevens, Chief Executive Officer of Optimi. "This financing provides significant strength to our balance sheet and represents the necessary working capital for the growth of our business, with ample runway to scale over the next few years. We are thrilled to welcome a number of new, high-quality investors to our Nasdaq listing, who also see the benefits of psychedelic medicine."

The common shares began trading on the Nasdaq Capital Market on May 20, 2026, under the symbol "OPTH." The Company's common shares will continue to trade on the Canadian Securities Exchange under the symbol "OPTI". All securities issued under the Offering were issued free from any resale restrictions under applicable Canadian and United States securities laws.

Pursuant to an underwriting agreement dated May 19, 2026, between Joseph Gunnar & Co., LLC (the "Underwriter") and the Company, the Underwriter acted as sole book-running manager for the Offering. The Company granted 96,000 non-transferable common share purchase warrants entitling the Underwriter to purchase up to an aggregate of 96,000 common shares of the Company at a price of US$7.50 per share until May 21, 2031, and paid certain offering expenses of the Underwriter.

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 at www.sec.gov. The common shares were 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 has been filed with the SEC and 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. Investors may also obtain these documents at no cost by visiting the SEC's website at http://www.sec.gov.

In Canada, the Offering was completed 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.

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.

About Optimi Health Corp.

Optimi Health Corp. (NASDAQ: OPTH) (CSE: OPTI) (FSE: 8BN0) 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.

For more information, please visit www.optimihealth.ca.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are based on several 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. Accordingly, there are or will be important factors that may cause actual results to differ from expected results. These factors include 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.ca. 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.

Investor Relations Contact

Lucas A. Zimmerman
Managing Director
MZ Group - MZ North America
(262) 357-2918
OPTHF@mzgroup.us
www.mzgroup.us

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/298410

FAQ

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What did Optimi Health (NASDAQ: OPTH) announce about its May 2026 public offering?

Optimi Health announced the closing of an oversubscribed underwritten public offering raising US$15 million in gross proceeds. The company issued 2,400,000 common shares at US$6.25 per share in connection with its uplisting to the Nasdaq Capital Market.

How many shares did Optimi Health (OPTH) issue and at what price in its 2026 offering?

Optimi Health issued 2,400,000 common shares at US$6.25 per share in the May 2026 offering. According to the company, this generated US$15,000,000 in gross proceeds before underwriting discounts and offering expenses, strengthening its balance sheet and working capital position.

When did Optimi Health start trading on the Nasdaq Capital Market under OPTH?

Optimi Health common shares began trading on the Nasdaq Capital Market under the symbol OPTH on May 20, 2026. According to the company, its shares will also continue trading on the Canadian Securities Exchange under the existing symbol OPTI.

What warrants were issued to the underwriter in Optimi Health’s (OPTH) public offering?

Optimi Health granted the underwriter 96,000 non-transferable common share purchase warrants as part of the offering. According to the company, each warrant allows purchase of one common share at US$7.50 per share until May 21, 2031.

How will the US$15 million Optimi Health (OPTH) financing impact its growth plans?

The company indicates the US$15 million gross proceeds will provide significant balance sheet strength and working capital. According to Optimi, this financing offers ample runway to scale its commercial-stage psychedelic drug manufacturing and distribution operations over the next few years.

Were there resale restrictions on the Optimi Health (OPTH) offering shares?

The common shares issued in the Optimi Health offering were issued free from resale restrictions under applicable Canadian and United States securities laws. According to the company, the securities were sold in the US only by means of a prospectus under an effective SEC registration.