Optimi Health (OPTH) widens losses but secures $18.4M Nasdaq funding
Rhea-AI Filing Summary
Optimi Health Corp. reports deeper losses and liquidity pressure in its six-month results to March 31, 2026, while positioning itself as a GMP psychedelic drug manufacturer with access to international markets. Revenue from drug product sales was $99,500, but expenses of $3.24 million and limited interest income led to a net loss of $3,145,846, widening from $1,455,346 a year earlier. Cash and cash equivalents fell to $106,711, and current liabilities climbed to $9,828,019, producing a significant working capital deficit.
The company operates two 10,000-square-foot facilities in Princeton, British Columbia and holds a Health Canada Drug Establishment Licence, Dealer’s Licence and Precursor Licence, enabling GMP production and export of MDMA and psilocybin, including supply to Australia’s Authorised Prescriber Scheme through a long-term Mind Medicine Australia distribution agreement. Operations remain heavily loss-making, with notable costs in amortization, consulting, wages, investor relations and interest on loans and related-party convertible debentures.
Subsequent to March 31, 2026, Optimi completed a Nasdaq Capital Market public offering of 2,400,000 common shares (symbol “OPTH”), raising approximately CAD$18.4 million in net proceeds after a 1-for-30 reverse stock split. Management highlights both historical dependence on equity and debt financing and the presence of material uncertainties around ongoing liquidity in the MD&A, while the financial statement notes point to improved funding and the ability to meet obligations for at least twelve months following the interim period.
Positive
- None.
Negative
- Heightened going concern risk: Six-month net loss of $3,145,846, working capital deficiency of $9,269,451, heavy reliance on related-party debt and equity financing, and explicit MD&A language that these uncertainties cast significant doubt on the Company’s ability to continue as a going concern.
Insights
Optimi shows strong regulatory positioning but heavy losses and tight liquidity.
Optimi Health combines rare Health Canada licences with GMP-certified facilities to manufacture MDMA and psilocybin, including exports under Australia’s Authorised Prescriber Scheme. This creates a clear commercial pathway that many psychedelic peers have not yet achieved, supported by a long-term distribution agreement with Mind Medicine Australia.
Financially, the picture is challenging. For the six months to March 31, 2026, the company generated only $99,500 of revenue against a net loss of $3,145,846. Operating cash outflow was $970,308, cash fell to $106,711, and current liabilities reached $9,828,019, including loans and $3,450,000 of related-party convertible debentures at 15%.
The MD&A explicitly notes significant doubt about going concern, while the financial statement notes rely on subsequent funding: an IPO on the Nasdaq Capital Market raising gross proceeds of USD$15,000,000 (about CAD$18.4 million net). How effectively that new capital offsets recurring losses, debt service and working capital needs will become clearer in subsequent reporting periods.
Key Figures
Key Terms
Drug Establishment Licence regulatory
Authorized Prescriber program regulatory
convertible debentures financial
Black-Scholes option pricing model financial
going concern financial
fair value hierarchy financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number: 001-43304
OPTIMI HEALTH CORP.
269 David Brown Way
Princeton, B.C. V0X 1W0
Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1 | Management’s Discussion and Analysis for the period ended March 31, 2026 | |
| 99.2 | Condensed interim consolidated financial statements for the period ended March 31, 2026 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| OPTIMI HEALTH CORP. | ||||||
| Date: June 1, 2026 | By: | /s/ Dane Stevens | ||||
| Name: | Dane Stevens | |||||
| Title: | Chief Executive Officer, Chief Marketing Officer and Director | |||||
Exhibit 99.1
OPTIMI HEALTH CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
Overview
This management’s discussion and analysis (“MD&A”) relates to the operations and financial condition of Optimi Health Corp. (“Optimi” or the “Company”) and is dated as of May 29, 2026 and the MD&A describes the operating and financial results of the Company for the period ended March 31, 2026, and 2025. The MD&A supplements, but does not form part of, the condensed interim consolidated financial statements of the Company, and should be read in conjunction with the Company’s condensed interim consolidated financial statements and related notes for the period ended March 31, 2026, and 2025 and audited financial statements for the year ended September 30, 2025, and 2024. The Company prepares and files its condensed interim consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”). The currency referred to in this MD&A is in Canadian Dollars.
Certain information included in the MD&A is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See “Cautionary Statement Regarding Forward-Looking Statements” for further detail.
On May 19, 2026, the Company executed a 1 for 30 reverse stock split of all outstanding common shares, warrants, stock options, RSRs, and convertible debentures. All references to share and per-share information, warrants, stock options, RSRs, and convertible debentures in this MD&A have been adjusted to reflect the effects of the Reverse Stock Split. No fractional shares were issued, and all fractional balances were rounded.
Overall Performance
The Company is a Health Canada licensed, Good Manufacturing Practices (“GMP”) certified, end-to-end pharmaceutical drug manufacturer specializing in controlled substances, specifically MDMA and botanical psilocybin. With a vertically integrated approach, Optimi owns and operates two purpose built 10,000-square-foot licensed production sites in Princeton, British Columbia and holds a Drug Establishment Licence (“DEL”), as issued by Health Canada. Optimi’s DEL certifies that its facility and Quality Management Systems comply with Canadian GMP for the formulation of designated drug products and the manufacture of certain active pharmaceutical ingredients (“API”) from plant sources. Additionally, Optimi holds a Dealer’s Licence under Canada’s Narcotic Control Regulations, allowing the Company to possess, produce, assemble, sell and deliver psilocybin and other psychedelic substances within the regulated framework set forth by Health Canada. The Dealer’s Licence allows Optimi to possess up to 20kg of psilocybin and 200g of psilocin (equivalent to approximately 2,000kg of dried full-body psilocybin-containing mushrooms) and 2kg of MDMA. Optimi holds a Precursor Licence under Canada’s Precursor Regulations allowing the Company to import 3,4-METHYLENEDIOXYPHENYL-2-PROPANONE, which can be used in the synthesis of MDMA.
Optimi’s DEL enables it to supply validated psilocybin API, psilocybin drug products and MDMA drug products to patients in Australia under the Authorised Prescriber Scheme and globally. With Health Canada being a participant in several Mutual Recognition Agreements (“MRAs”), Optimi’s GMP-certified products are positioned for international distribution. Through strategic collaborations and ongoing compliance with global regulatory authorities, the Company aims to expand its product offerings to new jurisdictions where psychedelic-assisted therapies are gaining regulatory approval.
The key differentiator of a DEL is that it enables Optimi’s GMP MDMA and psilocybin capsules to be prescribed by authorized physicians in Australia for the treatment of Post Traumatic Stress Disorder (“PTSD”) and Treatment Resistant Depression (“TRD”). Unlike most companies in the psychedelic sector that remain in clinical or pre-commercial phases, Optimi is currently supplying regulated medicines under prescription – supported by a DEL that also permits the legal manufacture, and international export of both products.
As part of Optimi’s commitment to innovation and broadening accessibility to psychedelic-based therapies, the Company is continuously refining its production methodologies, investing in advanced cultivation and extraction technologies and enhancing its regulatory compliance frameworks to establish best practices for the pharmaceutical drug manufacturing of its novel formulations. By prioritizing sustainable and responsible production practices, Optimi is dedicated to becoming a global leader in the psychedelic pharmaceutical sector. Optimi’s research initiatives focus on optimizing extraction efficiency, improving formulation stability and ensuring scalable manufacturing techniques that align with future market expansion plans.
Drug Establishment License (“DEL”): the Company was awarded a Drug Establishment License on May 24th, 2024. Securing a DEL positions the Company as a pharmaceutical company with a strong portfolio of government approved licenses for controlled substances. As Health Canada is a participant to several Mutual Recognition Agreements (MRAs) covering drug/medicinal products for global distribution, the Company is now recognized globally for the GMP production of its psilocybin and MDMA formulations. The DEL differentiates the Company from other psychedelic manufacturers in the space and enables the Company to provide competitively priced products within the GMP psychedelics market; conduct research and development with in-house scientific and quality teams; and provides flexibility to adapt to international licensing demands and changes in legislation. Importantly, having a DEL enables Optimi to be one of the only licensed, psychedelic pharmaceutical manufacturers in the world permitted to export to the Australian Marketplace and supply the country’s Authorized Prescriber program. As part of the Authorized Prescriber program in Australia, authorized Psychiatrists are able to prescribe MDMA assisted therapy for patients suffering from PTSD and Psilocybin Assisted therapy for patients suffering from TRD. All products supplied to the Authorized Prescriber Program should be certified GMP as per the Therapeutic Goods Administration (TGA). Health Canada is only allowing Canadian companies with a DEL to be issued export permits to supply Australia.
Having a DEL will allow Optimi to offer its products into new international markets as regulations evolve.
Mind Medicine Australia: On February 28, 2023, the Company received signed purchase orders from Mind Medicine Australia Limited which it accepted with the intent of ensuring that patients in Australia with treatment resistant PTSD have access to medical grade GMP MDMA and patients with treatment resistant depression have access to GMP encapsulated psilocybin as part of prescribed assisted therapy administered by authorized psychiatrists. A long-term distribution agreement with Mind Medicine Australia Limited was also entered into, which is facilitating the distribution of Optimi’s products through a lead pharmaceutical distribution company and registered pharmacy networks in each State and Territory of Australia with full compliance with regulatory requirements in each jurisdiction. MDMA and psilocybin drug candidates have been encapsulated and packaged inside the Company’s Health Canada Licensed Facility in compliance with GMP standards and the first shipment of MDMA was fulfilled in August 2024 and deliveries have continued through fiscal 2025 and 2026.
Optimi Labs Inc.: The Company has acquired various analytical instrumentation which will facilitate rapid expansion of its research and development activities as well as ramp up in-house productivity and testing capabilities. With this equipment, the Company will be able to produce assays which includes potency testing via high-performance liquid chromatography including a diode array detector that allows for measuring multiple substances at multiple wavelengths (or components) simultaneously. Additional capabilities include stability and identity testing utilizing thin layer chromatography, ultraviolet-visible spectroscopy, and mass spectrometry.
The equipment includes stability chambers, a GC-MS-FID, an automatic capsule filler, back up HPLCs, equipment to support Optimi’s ICP-MS, back up equipment for formulating and all requisite equipment for conducting full panel microbial testing on its products. Upon installation of this equipment, Optimi will be in the position to conduct in-house analytical testing to produce a complete certificate of analysis (“COA”) for its psychedelic products and to begin full scale cannabis testing for licensed cannabis producers.
Results of Operations
Six-Month Period Ended March 31, 2026
During the six-month period ended March 31, 2026, the Company generated a net loss of $3,145,846. The main factors that contributed to the loss in the fiscal period were amortization expense of $491,528, bank charges and interest of $515,565, consulting of $537,527, and wages and benefits of $530,031.
During the period ended March 31, 2026, the Company earned revenue of $99,500 from sale of drug products. The Company received an additional $120,000 deposit from a customer for sales fulfilled in the third quarter.
Subsequent to March 31, 2026, the Company:
| • | Had 64,167 stock options expire unexercised |
| • | Completed a 1 to 30 reverse stock split |
| • | Completed an underwritten public offering to list its common shares on the Nasdaq Capital Market. The Company issued 2,400,000 common shares for gross proceeds of USD$15,000,000, before deducting underwriting discounts and offering expenses. In connection with the offering, the Company issued 96,000 warrants to the underwriter exercisable into a common share at USD$7.5 per warrant. |
| • | After deducting underwriting discounts and offering expenses, the Company received net proceeds of approximately CAD$18.4 million. |
Period Ended March 31, 2025
During the six-month period ended March 31, 2025, the Company generated revenue of $293,941 and a net loss of $1,455,346. The main factors that contributed to the loss in the fiscal period were amortization expense of $453,021, consulting of $416,504, research and development costs of $201,998, and wages and benefits of $619,003 offset by debt forgiveness recovery of $903,951 related to certain directors forgiving debts owed from the Company.
During the period ended March 31, 2025, the Company received $395,000 in proceeds from a private placement.
During the period ended March 31, 2025, the Company received debt forgiveness of $903,951 from related parties.
Selected Financial Information
The following table sets forth selected financial information with respect to the Company’s condensed interim consolidated financial statements for the period ended March 31, 2026, and 2025.
| Period ended March 31, 2026 |
Period ended March 31, 2025 |
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| Operations: |
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| Revenue |
99,500 | $ | 293,941 | |||||
| Expenses |
$ | 3,242,538 | $ | 2,580,889 | ||||
| Interest and other income |
$ | 7,228 | $ | 7,422 | ||||
| Loss and comprehensive loss |
($ | 3,145,846 | ) | ($ | 1,455,346 | ) | ||
| Loss per share (basic and diluted) |
($ | 0.98 | ) | ($ | 0.46 | ) | ||
| Assets: |
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| Current Assets |
$ | 558,568 | $ | 841,059 | ||||
| Non-Current Assets |
$ | 12,951,108 | $ | 12,880,145 | ||||
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| Total Assets |
$ | 13,509,676 | $ | 13,721,204 | ||||
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| Liabilities: |
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| Current Liabilities |
$ | 9,828,019 | $ | 3,256,016 | ||||
| Non-Current Liabilities |
$ | 143,211 | $ | 1,821,500 | ||||
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| Total Liabilities |
$ | 9,971,230 | $ | 5,077,516 | ||||
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| Shareholders’ Equity |
$ | 3,538,446 | $ | 8,643,688 | ||||
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| Total Liabilities and Shareholders’ Equity |
$ | 13,509,676 | $ | 13,721,204 | ||||
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Selected of Quarterly Results
| Quarter |
March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | ||||||||||||
| Loss for the period |
$ | 1,591,871 | $ | 1,553,975 | $ | 1,349,367 | $ | 907,318 | ||||||||
| Loss per share |
$ | (0.49 | ) | $ | (0.48 | ) | $ | (0.42 | ) | $ | (0.28 | ) | ||||
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| Total assets |
$ | 13,509,676 | $ | 14,236,203 | $ | 15,212,645 | $ | 14,135,865 | ||||||||
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| Total liabilities |
$ | 9,971,230 | $ | 9,219,190 | $ | 8,641,984 | $ | 6,383,375 | ||||||||
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| Quarter |
March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | ||||||||||||
| Loss for the period |
$ | 196,366 | $ | 1,258,980 | $ | 1,723,183 | $ | 1,626,757 | ||||||||
| Loss per share |
$ | (0.06 | ) | $ | (0.40 | ) | $ | (0.58 | ) | $ | (0.55 | ) | ||||
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| Total assets |
$ | 13,721,204 | $ | 14,004,097 | $ | 14,551,035 | $ | 15,064,293 | ||||||||
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| Total liabilities |
$ | 5,077,516 | $ | 5,364,540 | $ | 4,975,323 | $ | 4,399,532 | ||||||||
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Liquidity and Capital Resources
As at March 31, 2026, the Company had a working capital deficiency of $9,269,451. Subsequent to the period ended March 31, the Company raised approximately CAD$18.4 million in net proceeds from its Nasdaq Capital Market public offering.
The Company had negative cash flow of $970,308 from operating activities during the period ended March 31, 2026. During the period ended March 31, 2026, the Company spent $14,754 on plant and equipment additions, $12,900 on payments of lease obligations and $27,492 in deferred financing costs.
The Company’s future capital requirements will depend upon many factors including, without limitation, its ability to produce, market and sell its products, consumer demand for its products, the Company’s ability to secure required financing, and in the event consumer demand is strong for its products, the Company’s ability to expand its business to facilitate this demand. The Company has limited capital resources and has historically relied upon the sale of equity securities for cash required for research and development purposes, for acquisitions and to fund the administration of the Company. The Company intends to finance its future requirements through a combination of debt and/or equity issuances. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms. These uncertainties cast significant doubt on the Company’s ability to continue as a going concern. The audited consolidated financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
Key Management Compensation and Related Party Transactions
During the periods ended March 31, 2026, and 202, the Company incurred the following amounts charged by officers and directors (being key management personnel) and companies controlled and/or owned by officers and directors of the Company in addition to the related party transactions disclosed elsewhere in these consolidated financial statements:
| March 31, 2026 $ |
March 31, 2025 $ |
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| Consulting fees |
277,645 | 305,234 | ||||||
| Share-based compensation |
34,277 | — | ||||||
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| 311,922 | 305,234 | |||||||
The Company has entered into a lease agreement with BC Green, as described in Note 7 of the condensed interim consolidation financial statements.
As at March 31, 2026, there was $1,658,461 (September 30, 2025—$524,326) owing to key management, which is included in due to related parties. The amounts are unsecured, without interest and due on demand.
During the period ended March 31, 2025, the Company received debt forgiveness of $903,951 from related parties.
During the year ended September 30, 2023, the Company received $1,000,000 in loan proceeds from a company controlled by a director (Note 11). As at March 31, 2026, the Company owed $1,000,000 (September 30, 2025—$1,000,000) in principal and $219,811 (September 30, 2025—$131,250) in accrued interest in relation to this loan.
During the year ended September 30, 2025, the Company received $3,450,000 in loan proceeds from two companies controlled by directors (Note 11). As at March 31, 2026, the Company owed $3,450,000 (September 30, 2025—$3,450,000) in principal and $356,315 (September 30, 2025 $96,175) in accrued interest in relation to this loan recorded in due to related parties.
Proposed transactions
Subsequent to the period ended March 31, 2026, the Company completed an initial public offering of its common shares on the Nasdaq Capital Market under the symbol “OPTH.”
Significant accounting judgements and estimates
The preparation of consolidated financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported revenues and expenses during the period. Actual results may differ from these estimates.
Significant estimates and judgments are evaluations and assumptions about the future and other sources of estimation uncertainty that management has made, which could result in a material adjustment to the carrying amounts of assets and liabilities. Significant estimates and judgments used in the preparation of these consolidated financial statements include, but are not limited to, the following:
Going concern
The assessment of whether the concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period.
Provisions and contingencies
The amount recognized as a provision, including legal, contractual, constructive, and other exposures or obligations, is the best estimate of the consideration required to settle the related liability, including any related interest charges, taking into account the risks and uncertainties surrounding the obligation. In addition, contingencies will only be resolved when one or more future events occur or fail to occur. Therefore, assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. The Company assesses its liabilities and contingencies based upon the best information available.
Impairment of plant and equipment
Management considers both external and internal sources of information in determining if there are any indications that the Company’s plant and equipment is impaired. Management considers the market, economic and legal environment in which the Company operates, that are not within its control and affect the recoverable amount of its plant. Management considers the manner in which the plant and equipment is being used or is expected to be used an indication of economic performance of the assets.
Valuation of inventory
Inventories are valued at the lower cost and net realizable value except for biological inventory which includes a fair value component. Purchased inventory is accounted for using the weighted average purchase cost of the components that comprise finished goods inventory. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs to sell.
Valuation of share-based payments
The Company uses the Black-Scholes option pricing model for valuation of share-based compensation. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves. The Company estimates volatility based on the Company’s historical share prices, excluding specific time frames in which volatility was affected by specific transactions that are not considered to be indicative of the entities’ expected share price volatility.
Biological assets and inventory
In calculating the value of the biological assets, management is required to make a number of estimates, including estimating the stage of growth of the mushrooms up to the point of harvest, harvesting costs, selling costs, sales price, wastage and expected yields for the mushrooms. In calculating final inventory values, management is required to determine an estimate of spoiled or expired inventory and compare the inventory cost versus net realizable value. The cost and fair value of biological assets are capitalized to the extent that their cost and fair value will be recoverable.
Loans payable
The identification of loan components is based on interpretation of the substance of the contractual arrangement and therefore requires judgment from management. The separation of the components affects the initial recognition of the loans payable at issuance and the subsequent recognition of interest on the liability component. The determination of the fair value of the liability component is also based on a number of assumptions, including contractual future cash flows and discount rate.
Estimated useful lives of property, plant and equipment
Depreciation of property, plant and equipment is dependent upon estimates of useful lives which are determined through the exercise of judgment.
Convertible debentures
Convertible debentures are compound financial instruments which contain a separate financial liability and equity component. The identification of such components embedded within a convertible note requires significant judgment given that it is based on the interpretation of the substance of the contractual arrangement at the time of issuance. The Company uses judgment to select the valuation methods and assumptions used in performing fair value calculations to determine the values attributed to each component of the financial instrument. These valuation estimates could be significantly different because of the use of judgement and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market.
Changes in Accounting Policies
There have been no changes to accounting policies during the period ended March 31, 2026.
Financial Instruments
| a) | Categories of financial instruments |
The classification of the financial instruments, as well as their carrying values, is shown below:
Fair value
The fair value recorded on initial recognition of financial assets and financial liabilities at amortized cost is determined in accordance with generally accepted pricing models based on discounted cash flow analysis or using prices from observable current market transactions.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3 – Inputs that are not based on observable market data.
The Company’s financial instruments consist of cash and cash equivalents, accounts receivables, accounts payable and accrued liabilities, due to related parties, lease liabilities, loans payable, and convertible debentures. The fair values of these financial instruments approximate their carrying values due to the short-term nature of these instruments, with the exception of lease liabilities, loans payable and convertible debentures which are measured using Level 2 inputs.
| b) | Management of financial risks |
The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of these risks. These risks arise from the normal course of operations and all transactions undertaken are to support the Company’s ability to continue as a going concern. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below.
Interest rate risk
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. Interest rate risk is limited to potential decreases in the interest rate offered on cash held with chartered Canadian financial institutions. The Company considers this risk to be limited, as it holds no assets or liabilities subject to variable rates of interest.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and trade receivables. The Company limits exposure by maintaining its cash with major Canadian commercial banks and credit unions.
Liquidity risk
Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they become due. The Company is reliant upon equity issuances and loans as its main sources of cash. The Company manages liquidity risk by maintaining an adequate level of cash to meet its ongoing obligations. The Company continuously reviews its actual expenditures, forecasts cash flows and matches the maturity dates of its cash to capital and operating needs. All of the Company’s existing commitments are budgeted and funded as at the date of the consolidated financial statements. All financial liabilities have contractual maturities of less than one year and are subject to normal trade terms with the exception of the Company’s lease liabilities, which matures based on the lease agreement, and loans payable, which have terms ranging from one and a half to three years.
Currency risk
The Company is not exposed to financial risk related to the fluctuation of foreign exchange rates.
Commitments
The Company has lease commitments for the two cultivation and processing facilities located in Princeton, British Columbia. Cash commitments for minimum lease payments in relation to the facility leases as at March 31, 2026, are payable as follows:
| $ | ||||
| Within 1 year |
52,761 | |||
| Between 1 year and 5 years |
182,498 | |||
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| 235,259 | ||||
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Disclosure of Outstanding Security Data
The Company has one class of shares outstanding, which is common shares. As of the date of this MD&A, 5,625,899 common shares were issued and outstanding. The Company also has 171,222 share purchase warrants, 98,665 stock options, and 13,875 RSRs outstanding.
Cautionary Statement About Forward-Looking Statements
Certain statements in this MD&A, constitute “forward-looking information” or “forward looking statements” (collectively, “forward looking statements”) within the meaning of applicable Canadian securities laws and are based on assumptions, expectations, estimates and projections as of the date of this MD&A. Forward-looking statements include statements with respect to projected growth rates, targets, plans, the Company’s future growth, results of operations, performance
and business prospects and opportunities. The words “plans”, “expects”, “projected”, “estimated”, “forecasts”, “anticipates”, “intend”, “guidance”, “outlook”, “potential”, “prospects”, “seek”, “aim”, “strategy”, “targets” or “believes”, or variations of such words and phrases or statements that certain future conditions, actions, events or results “will”, “may”, “could”, “would”, “should”, “might” or “can”, or negative versions thereof, “occur”, “continue” or “be achieved”, and other similar expressions, identify forward-looking statements. Forward-looking statements are necessarily based upon management’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by the Company as of the date of such statements, are outside of the Company’s control and are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being entirely or partially incorrect or untrue. Forward looking statements contained in this MD&A are based on various assumptions, including, but not limited to the following: the Company’s ability to achieve its growth strategy; the demand for the Company’s products and fluctuations in future revenues; sufficiency of current working capital to support future operating and working capital requirements; the stability of general economic and market conditions; currency exchange rates and interest rates; equity and debt markets continuing to provide the Company with access to capital; the Company’s ability to comply with applicable laws and regulations; and the Company’s continued compliance with third party IP rights.
By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections, or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved.
Known and unknown risk factors, many of which are beyond the control of the Company, could cause the actual results of the Company to differ materially from the results, performance, achievements, or developments expressed or implied by such forward-looking statements. Such risk factors include but are not limited to those factors which are discussed in the Company’s prospectus dated May 19, 2026. The risk factors are not intended to represent a complete list of the factors that could affect the Company and the reader is cautioned to consider these and other factors, uncertainties, and potential events carefully and not to put undue reliance on forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.
Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All the forward-looking statements contained in this MD&A are qualified by these cautionary statements.
Other Information
Additional information relating to the Company is available for viewing on the Company’s web sites at www.optimi.net.
Exhibit 99.2
Optimi Health Corp.
Condensed interim consolidated financial statements
Six Month Period Ended March 31, 2026
(Expressed in Canadian Dollars)
Unaudited
OPTIMI HEALTH CORP.
NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.
The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.
The accompanying condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management and have been approved by the Board of Directors of the Company.
May 29, 2026
Optimi Health Corp.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
| Note | March 31, | September 30, | ||||||||
| 2026 | 2025 | |||||||||
| $ | $ | |||||||||
| ASSETS |
||||||||||
| Current |
||||||||||
| Cash and cash equivalents |
3 | 106,711 | 1,145,065 | |||||||
| Accounts receivable |
44,128 | 95,054 | ||||||||
| Inventory |
4 | 300,352 | 310,388 | |||||||
| Prepaids and advances |
5 | 107,377 | 275,720 | |||||||
|
|
|
|
|
|||||||
| Total current assets |
558,568 | 1,826,227 | ||||||||
| Deposits |
17,548 | 17,548 | ||||||||
| Deferred financing costs |
18 | 849,400 | 807,936 | |||||||
| Plant and equipment |
6 | 11,922,442 | 12,380,190 | |||||||
| Right-of-use assets |
7 | 161,718 | 180,744 | |||||||
|
|
|
|
|
|||||||
| Total assets |
13,509,676 | 15,212,645 | ||||||||
|
|
|
|
|
|||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||||
| Current |
||||||||||
| Accounts payable and accrued liabilities |
8 | 1,520,494 | 1,390,980 | |||||||
| Due to related parties |
13 | 1,658,461 | 524,326 | |||||||
| Deferred revenue |
9 | 222,705 | 207,759 | |||||||
| Current portion of lease liabilities |
7, 13 | 28,859 | 26,045 | |||||||
| Current portion of loans payable |
10, 13 | 2,947,500 | 2,884,500 | |||||||
| Convertible debentures |
11, 13 | 3,450,000 | 3,450,000 | |||||||
|
|
|
|
|
|||||||
| Total current liabilities |
9,828,019 | 8,483,610 | ||||||||
| Lease liability |
7, 13 | 143,211 | 158,374 | |||||||
|
|
|
|
|
|||||||
| Total liabilities |
9,971,230 | 8,641,984 | ||||||||
|
|
|
|
|
|||||||
| Shareholders’ equity |
||||||||||
| Share capital |
12 | 31,732,181 | 31,691,943 | |||||||
| Reserves |
12 | 1,660,018 | 2,120,398 | |||||||
| Accumulated deficit |
(29,853,753 | ) | (27,241,680 | ) | ||||||
|
|
|
|
|
|||||||
| Total shareholders’ equity |
3,538,446 | 6,570,661 | ||||||||
|
|
|
|
|
|||||||
| Total liabilities and shareholders’ equity |
13,509,676 | 15,212,645 | ||||||||
|
|
|
|
|
|||||||
Approved and authorized by the Board on May 29, 2026
| “Jason Mosberian” |
Director | “John James Wilson” |
Director |
The accompanying notes are an integral part of these condensed interim consolidated financial statements
1
Optimi Health Corp.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian Dollars)
| Note | ||||||||||||||||||||
| 6 – month Ended |
6 – month Ended |
3 – month ended |
3 – month ended |
|||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
| Revenue |
99,500 | 293,941 | 99,500 | 61,241 | ||||||||||||||||
| Cost of sales |
4 | (10,036 | ) | (79,771 | ) | (10,036 | ) | (17,298 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Gross margin |
89,464 | 214,170 | 89,464 | 43,943 | ||||||||||||||||
| Expenses |
||||||||||||||||||||
| Advertising, promotion and public relations |
10,035 | 39,419 | 8,086 | 8,916 | ||||||||||||||||
| Amortization and depreciation |
6, 7 | 491,528 | 453,021 | 226,779 | 224,104 | |||||||||||||||
| Bank charges and interest |
7,10,11 | 515,565 | 219,448 | 236,774 | 111,444 | |||||||||||||||
| Consulting |
13 | 537,527 | 416,504 | 258,334 | 196,770 | |||||||||||||||
| Consumables, supplies and overhead |
94,964 | 95,867 | 55,948 | 22,679 | ||||||||||||||||
| Insurance |
125,290 | 132,164 | 68,698 | 49,301 | ||||||||||||||||
| Investor relations |
458,516 | — | 273,846 | — | ||||||||||||||||
| Office, rent and administration |
92,486 | 98,394 | 60,173 | 40,704 | ||||||||||||||||
| Professional fees |
34,133 | 78,957 | 3,462 | 40,805 | ||||||||||||||||
| Research and development |
87,294 | 244,237 | 38,799 | 42,239 | ||||||||||||||||
| Share-based compensation |
12, 13 | 113,631 | 44,820 | 113,304 | 41,995 | |||||||||||||||
| Shipping |
14,938 | 45,424 | 7,309 | 18,575 | ||||||||||||||||
| Transfer agent and filing fees |
114,042 | 74,734 | 54,571 | 41,073 | ||||||||||||||||
| Travel and accommodation |
22,558 | 18,897 | 11,123 | 7,718 | ||||||||||||||||
| Wages and benefits |
530,031 | 619,003 | 265,944 | 298,110 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| (3,242,538 | ) | (2,580,889 | ) | (1,683,150 | ) | (1,144,433 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Interest and other income |
3 | 7,228 | 7,422 | 1,815 | 173 | |||||||||||||||
| Debt forgiveness |
13 | — | 903,951 | — | 903,951 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Loss and comprehensive loss for the period |
(3,145,846 | ) | (1,455,346 | ) | (1,591,871 | ) | (196,366 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Loss per share |
||||||||||||||||||||
| Basic and diluted |
$ | (0.98 | ) | $ | (0.46 | ) | $ | (0.49 | ) | $ | (0.06 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Weighted average number of common shares outstanding |
||||||||||||||||||||
| Basic and diluted |
3,222,807 | 3,177,460 | 3,220,121 | 3,200,216 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
2
Optimi Health Corp.
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)
| 6-month Period Ended |
6-month Period Ended |
|||||||
| $ | $ | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
| Net loss for the year |
(3,145,846 | ) | (1,455,346 | ) | ||||
| Add back non-cash items |
||||||||
| Amortization and depreciation |
491,528 | 453,021 | ||||||
| Share-based compensation |
113,631 | 44,820 | ||||||
| Loan accretion |
63,000 | 97,000 | ||||||
| Lease interest |
13,451 | 1,232 | ||||||
| Debt forgiveness |
— | (903,951 | ) | |||||
| Changes in non-cash working capital items |
||||||||
| Accounts Receivable |
50,926 | 36,006 | ||||||
| Inventory |
10,036 | 222,479 | ||||||
| Deferred revenue |
14,946 | 218,110 | ||||||
| Prepaids and advances |
168,343 | 85,097 | ||||||
| Due to related party |
1,134,135 | 623,963 | ||||||
| Accounts payable and accrued liabilities |
115,542 | 185,341 | ||||||
|
|
|
|
|
|||||
| Cash used in operating activities |
(970,308 | ) | (392,228 | ) | ||||
|
|
|
|
|
|||||
| CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
| Plant and equipment expenditures |
(14,754 | ) | (14,718 | ) | ||||
|
|
|
|
|
|||||
| Cash used in investing activities |
(14,754 | ) | (14,718 | ) | ||||
|
|
|
|
|
|||||
| CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
| Shares issued for private placement |
— | 395,000 | ||||||
| Share issue costs |
— | (15,000 | ) | |||||
| Payment of lease obligations |
(25,800 | ) | (21,000 | ) | ||||
| Deferred financing costs |
(27,492 | ) | — | |||||
|
|
|
|
|
|||||
| Cash provided (used in) by financing activities |
(53,292 | ) | 359,000 | |||||
|
|
|
|
|
|||||
| Change in cash and cash equivalents during the period |
(1,038,354 | ) | (47,946 | ) | ||||
| Cash and cash equivalents, beginning of period |
1,145,065 | 103,660 | ||||||
|
|
|
|
|
|||||
| Cash and cash equivalents, end of period |
106,711 | 55,714 | ||||||
|
|
|
|
|
|||||
| SUPPLEMENTAL INFORMATION |
||||||||
| Plant and equipment costs included in accounts payable |
$ | 14,381 | $ | 82,631 | ||||
| Deferred financing costs in accounts payable |
$ | 781,765 | — | |||||
| Shares issued for settlement of debt |
— | $ | 98,502 | |||||
| Transfer from reserves to deficit on cancellation of options |
$ | 533,773 | $ | 34,429 | ||||
| Transfer from reserves to share capital on exercise of RSRs |
$ | 40,238 | — | |||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
3
Optimi Health Corp.
Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in Canadian Dollars)
| Common Shares | Share Capital | Reserves | Accumulated Deficit |
Total Equity | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
| Balance, October 1, 2024 |
3,155,446 | 31,158,441 | 2,028,102 | (23,610,831 | ) | 9,575,712 | ||||||||||||||
| Shares issued for private placement |
43,889 | 395,000 | — | — | 395,000 | |||||||||||||||
| Shares issued for settlement of debt |
15,272 | 98,502 | 98,502 | |||||||||||||||||
| Share issue costs |
— | (15,000 | ) | — | — | (15,000 | ) | |||||||||||||
| Transfer from reserves to deficit on cancellation of options |
— | — | (34,429 | ) | 34,429 | — | ||||||||||||||
| Share-based compensation |
6,667 | 40,000 | 4,820 | — | 44,820 | |||||||||||||||
| Loss and comprehensive loss for the period |
— | — | — | (1,455,346 | ) | (1,455,346 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance, March 31, 2025 |
3,221,274 | 31,676,943 | 1,998,493 | (25,031,748 | ) | 8,643,688 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance, October 1, 2025 |
3,221,274 | 31,691,943 | 2,120,398 | (27,241,680 | ) | 6,570,661 | ||||||||||||||
| Shares issued on conversion of RSRs |
4,625 | 40,238 | (40,238 | ) | — | — | ||||||||||||||
| Transfer from reserves to deficit on cancellation of options |
— | — | (533,773 | ) | 533,773 | — | ||||||||||||||
| Share-based compensation |
— | — | 113,631 | — | 113,631 | |||||||||||||||
| Loss and comprehensive loss for the period |
— | — | — | (3,145,846 | ) | (3,145,846 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance, March 31, 2026 |
3,225,899 | 31,732,181 | 1,660,018 | (29,853,753 | ) | 3,538,446 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
4
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended March 31, 2026
(Expressed in Canadian Dollars)
| 1. | Nature of Operations and Going Concern |
Optimi Health Corp. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on May 27, 2020, under the name 1251417 B.C. Ltd. The Company changed its name from 1251417 B.C. Ltd. to Optimi Health Corp. on August 17, 2020.
The Company is licensed by Health Canada to produce and supply natural GMP-grade psilocybin, psilocin, and other psychedelic substances, some being synthetically formulated, as well as functional mushrooms that focus on domestic and international health and wellness markets. Built with the purpose of producing scalable psychedelic and functional mushroom products for transformational human experiences, the Company’s products are grown at its two facilities comprising a total of 20,000 square feet in Princeton, British Columbia. Focused on being a compassionate supplier of safe drug and nutraceutical products, the Company works with consumers, health food distributors, and drug developers and patients regulated by Health Canada.
On May 19, 2026, the Company executed a 1 for 30 reverse stock split (the “Reverse Stock Split”) of all outstanding common shares, warrants, stock options, RSRs, and convertible debentures. All references to share and per-share information, warrants, stock options, RSRs, and convertible debentures in these financial statements have been adjusted to reflect the effects of the Reverse Stock Split. No fractional shares were issued, and all fractional balances were rounded (Note 18).
The registered and records office is located at 2054 Dowad Drive, Squamish, British Columbia, Canada, V8B 0Y8.
Management has assessed the Company’s ability to continue as a going concern and has concluded that the Company has sufficient cash resources and expected cash flows to continue its operations and meet its obligations as they become due for at least the next twelve months from the date of these financial statements. These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.
Subsequent to the period ended March 31, 2026, the Company raised gross proceeds of USD$15,000,000 through issuance of 2,400,000 common shares, before deducting underwriting discounts and offering expenses (Note 18).
| 2. | Basis of Presentation |
| a) | Statement of compliance |
These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”) and the interpretations of the International Financial Reporting Interpretations Committee (“IFRIC“s). They do not include all disclosures required by IFRS Accounting Standards (“IFRS”) for annual financial statements, and, therefore, should be read in conjunction with the Company’s audited consolidated financial statements for the year ended September 30, 2025, prepared in accordance with IFRS as issued by the IASB. Material accounting policies not included in the audited consolidated financial statements for the year ended September 30, 2025 are described below.
These condensed interim consolidated financial statements were authorized by the Audit Committee and Board of Directors of the Company (the “Board”) on May 29, 2026.
| b) | Basis of presentation |
These condensed Interim consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments, which are measured at fair value. These condensed Interim consolidated financial statements are presented in Canadian dollars, which is the Company and its subsidiaries’ functional currency.
| c) | Basis of consolidation |
These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries’ with intercompany balances and transactions eliminated on consolidation. Subsidiaries are those entities over which the Company has the power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. As of March 31, 2026, the Company has 100% ownership interest in Optimi Labs Inc. and Optimi Nutraceuticals Corp.
5
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended March 31, 2026
(Expressed in Canadian Dollars)
| d) | Significant accounting judgments and estimates |
The preparation of condensed interim consolidated financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed interim consolidated financial statements and the reported revenues and expenses during the period. Actual results may differ from these estimates.
Significant estimates and judgments are evaluations and assumptions about the future and other sources of estimation uncertainty that management has made, which could result in a material adjustment to the carrying amounts of assets and liabilities. Significant estimates and judgments used in the preparation of these condensed interim consolidated financial statements include, but are not limited to, the following:
Going concern
The assessment of whether the concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period.
Provisions and contingencies
The amount recognized as a provision, including legal, contractual, constructive, and other exposures or obligations, is the best estimate of the consideration required to settle the related liability, including any related interest charges, taking into account the risks and uncertainties surrounding the obligation. In addition, contingencies will only be resolved when one or more future events occur or fail to occur. Therefore, assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. The Company assesses its liabilities and contingencies based upon the best information available.
Impairment of Plant and equipment
Management considers both external and internal sources of information in determining if there are any indications that the Company’s Plant and equipment is impaired. Management considers the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of its plant. Management considers the manner in which the Plant and equipment is being used or is expected to be used an indication of economic performance of the assets.
Valuation of inventory
Inventories are valued at the lower cost and net realizable value except for biological inventory which includes a fair value component. Purchased inventory is accounted for using the weighted average purchase cost of the components that comprise finished goods inventory. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs to sell.
Valuation of share-based payments
The Company uses the Black-Scholes option pricing model for valuation of share-based compensation. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves. The Company estimates volatility based on the Company’s historical share prices, excluding specific time frames in which volatility was affected by specific transactions that are not considered to be indicative of the entities’ expected share price volatility.
6
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended March 31, 2026
(Expressed in Canadian Dollars)
Inventory
In calculating final inventory values, management is required to determine an estimate of spoiled or expired inventory and compare the inventory cost versus net realizable value. The cost and fair value of biological assets are capitalized to the extent that their cost and fair value will be recoverable.
Estimated useful lives of Plant and equipment
Depreciation of Plant and equipment is dependent upon estimates of useful lives which are determined through the exercise of judgment.
| 3. | Cash and Cash Equivalents |
Cash and cash equivalents consist of the following:
| Maturity | Classification | March 31, 2026 $ |
September 30, 2025 $ |
|||||||||||||
| Cash |
N/A | Cash | 101,711 | 1,140,065 | ||||||||||||
| Term deposit – prime – 2% |
Demand | Cash equivalent | 5,000 | 5,000 | ||||||||||||
|
|
|
|
|
|||||||||||||
| 106,711 | 1,145,065 | |||||||||||||||
|
|
|
|
|
|||||||||||||
During the period ended March 31, 2026, the Company earned $7,228 (March 31, 2025 - $7,422) in interest income.
| 4. | Inventory |
Inventory consists of the Company’s finished goods functional mushroom nutraceutical products, drug products, harvested mushrooms and raw materials.
| March 31, 2026 $ |
September 30, 2025 $ |
|||||||
| Finished goods drug products |
37,776 | 47,812 | ||||||
| Mushroom biomass |
262,576 | 262,576 | ||||||
|
|
|
|
|
|||||
| 300,352 | 310,388 | |||||||
|
|
|
|
|
|||||
As at March 31, 2026, the Company holds 156kg (September 30, 2025—156kg) in harvested mushroom biomass.
Cost of sales consists of the following:
| March 31, 2026 $ |
March 31, 2025 $ |
|||||||
| Finished goods drug products |
10,036 | 15,955 | ||||||
| Finished goods nutraceutical products |
— | 60,701 | ||||||
| Other |
— | 3,115 | ||||||
|
|
|
|
|
|||||
| 10,036 | 79,771 | |||||||
|
|
|
|
|
|||||
7
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended March 31, 2026
(Expressed in Canadian Dollars)
| 5. | Prepaids and Advances |
Prepaids and advances consist of the following:
| March 31, 2026 $ |
September 30, 2025 $ |
|||||||
| Prepaid consulting fees |
17,708 | 17,708 | ||||||
| Prepaid insurance |
8,634 | 83,875 | ||||||
| Prepaid investor relation fees |
64,992 | 148,291 | ||||||
| Prepaid licensing fees |
— | 13,415 | ||||||
| Prepaid transfer agent and filing fees |
16,043 | 12,431 | ||||||
|
|
|
|
|
|||||
| 107,377 | 275,720 | |||||||
|
|
|
|
|
|||||
| 6. | Plant and equipment |
The Company’s two cultivation and processing facilities located in Princeton, British Columbia (the “Princeton Facilities”). The Princeton Facilities were considered substantially complete on June 27, 2022 and depreciation commenced on the plant.
| Equipment $ |
Plant $ |
Total $ |
||||||||||
| Cost |
||||||||||||
| September 30, 2025 |
1,769,878 | 13,370,246 | 15,140,124 | |||||||||
| Additions |
14,754 | — | 14,754 | |||||||||
|
|
|
|
|
|
|
|||||||
| March 31, 2026 |
1,784,632 | 13,370,246 | 15,154,878 | |||||||||
| Accumulated depreciation |
||||||||||||
| September 30, 2025 |
1,021,389 | 1,738,545 | 2,759,934 | |||||||||
| Additions |
205,830 | 266,672 | 472,502 | |||||||||
|
|
|
|
|
|
|
|||||||
| March 31, 2026 |
1,227,219 | 2,005,217 | 3,232,436 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net book value |
||||||||||||
| September 30, 2025 |
748,489 | 11,631,701 | 12,380,190 | |||||||||
| March 31, 2026 |
557,413 | 11,365,029 | 11,922,442 | |||||||||
|
|
|
|
|
|
|
|||||||
| 7. | Right-of-Use Assets and Lease Liabilities |
The Company has a lease agreement with BC Green Pharmaceuticals Inc. (“BC Green”), a company related by a common director and common officers, whereby the Company has leased industrial land from BC Green on which to build its Princeton Facilities (Note 14). During the year ended September 30, 2025, the Company renewed its lease with BC Green for a period of five years with a lease payment of $4,300 per month.
The continuity of the ROU assets and lease liability are as follows:
| ROU asset |
Total $ |
|||
| ROU asset as at September 30, 2024 |
22,017 | |||
| Additions |
190,257 | |||
| Amortization |
(31,530 | ) | ||
|
|
|
|||
| ROU asset as at September 30, 2025 |
180,744 | |||
| Amortization |
(19,026 | ) | ||
|
|
|
|||
| ROU asset as at March 31, 2026 |
161,718 | |||
|
|
|
|||
8
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended March 31, 2026
(Expressed in Canadian Dollars)
| Lease liability |
Total $ |
|||
| Lease liability as at September 30, 2024 |
32,781 | |||
| Additions |
190,257 | |||
| Lease payments |
(47,176 | ) | ||
| Lease interest |
8,557 | |||
|
|
|
|||
| Lease liability as at September 30, 2025 |
184,419 | |||
| Lease payments |
(25,800 | ) | ||
| Lease interest |
13,451 | |||
|
|
|
|||
| Lease liability as at March 31, 2026 |
172,070 | |||
|
|
|
|||
| March 31, 2026 $ |
September 30, 2025 $ |
|||||||
| Current portion |
28,859 | 26,045 | ||||||
| Long-term |
143,211 | 158,374 | ||||||
|
|
|
|
|
|||||
| 172,070 | 184,419 | |||||||
|
|
|
|
|
|||||
| 8. | Accounts payable and accrued liabilities |
Accounts payable and accrued liabilities are composed of the following:
| March 31, 2026 $ |
September 30, 2025 $ |
|||||||
| Accounts payable |
1,520,494 | 1,185,684 | ||||||
| Accrued liabilities |
— | 205,296 | ||||||
|
|
|
|
|
|||||
| 1,520,494 | 1,390,980 | |||||||
|
|
|
|
|
|||||
| 9. | Deferred Revenue |
Deferred revenue relates to deposits received in advance of fulfilling certain supply agreements. During the period ended March 31, 2026, the Company received a deposit of $120,000 for an order of drug products which was fulfilled and recorded as revenue in the quarter ended June 30, 2026.
| Deferred revenue |
$ | |||
| Deferred revenue as at September 30, 2024 |
116,391 | |||
| Deposits received |
236,878 | |||
| Revenue fulfilled |
(145,510 | ) | ||
|
|
|
|||
| Deferred revenue as at September 30, 2025 |
207,759 | |||
| Deposits received |
120,000 | |||
| Revenue fulfilled |
(105,054 | ) | ||
|
|
|
|||
| Deferred revenue as at March 31, 2026 |
222,705 | |||
9
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended March 31, 2026
(Expressed in Canadian Dollars)
| 10. | Loans payable |
The Company owes $3,000,000 loans payable with an interest rate of 7.5% secured against the assets of the Company.
During the period ended March 31, 2026, the Company recorded $163,793 (2025—$112,500) in interest expense of which $257,543 (2025—$112,500) was accrued interest payable recorded in accounts payable and accrued liabilities, and recorded loan accretion of $63,000 (2025—$97,000) in relation to these loans.
| Loans |
$ | |||
| Loans as at September 30, 2024 |
2,718,500 | |||
| Loan accretion |
166,000 | |||
|
|
|
|||
| Loans as at September 30, 2025 |
2,884,500 | |||
| Loan accretion |
63,000 | |||
|
|
|
|||
| Loans as at March 31, 2026 |
2,947,500 | |||
|
|
|
|||
| Classified as current |
2,947,500 | |||
|
|
|
|||
| Classified as long-term |
— | |||
|
|
|
|||
The maturity dates of these loans are as follows:
| Maturity date |
$ | |||
| April 30, 2026 |
1,000,000 | |||
| August 4, 2026 |
1,000,000 | |||
| August 31, 2026 |
1,000,000 | |||
|
|
|
|||
| 3,000,000 | ||||
|
|
|
|||
| 11. | Convertible debentures |
During the year ended September 30, 2025, the Company received $3,450,000 in cash proceeds through the issuance of convertible debentures bearing an interest rate of 15% per annum, maturing July 24, 2026. The convertible debt was issued to two corporations controlled by directors of the Company (Note 13). The principal amount of the debt is convertible into common shares of the Company at a conversion price of $0.15 per share. The Company determined that the fair value of the liability component was equal to the face value of the debt, and that the equity portion of the convertible debt was valued at $nil using the residual value method. During the period ended March 31, 2026, the Company accrued interest of $272,685 (2025 - $nil) which is recorded as due to related party at March 31, 2026.
| 12. | Share Capital |
| a) | Authorized |
Unlimited number of common shares without par value.
| b) | Issued and outstanding |
The total issued and outstanding share capital as at March 31, 2026 consisted of 3,225,899 common shares without par value.
During the period ended March 31, 2026, the Company:
| • | Issued 4,625 common shares valued at $40,238 on exercise of restricted share rights (“RSRs”). |
During the period ended March 31, 2025, the Company:
| • | Issued 43,889 units pursuant to a private placement for gross proceeds of $395,000. Each Unit is comprised of one common share in the capital of the Company and one-half of one transferable Common Share purchase warrant (”Warrant”). Each Warrant entitles the holder to acquire one Common Share at $12 for two years from the date of issuance, subject to an accelerated expiry provision, whereby in the event the closing price of the Company’s Common Shares on the Canadian Securities Exchange exceeds $15 for a period of 20 consecutive trading days, at the Company’s election, the period within which the Warrants are exercisable, will be reduced and the holders of the Warrants will be entitled to exercise their Warrants for a period of 30 days commencing on the day the Company provides notice, any outstanding Warrants not exercised during the 30 day period will expire. |
| • | Issued 15,272 common shares valued at $98,502 for settlement of debt. |
| • | Issued 6,667 common shares valued at $40,000 for consulting services recorded as share-based compensation. |
10
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended March 31, 2026
(Expressed in Canadian Dollars)
| c) | Warrants |
Warrant transactions are summarized as follows:
| Number of warrants |
Weighted average exercise price |
|||||||
| Balance, September 30, 2024 |
106,610 | $ | 12.28 | |||||
| Issued |
35,278 | $ | 10.30 | |||||
|
|
|
|
|
|||||
| Balance, September 30, 2025 |
141,888 | $ | 11.79 | |||||
| Expired |
(25,278 | ) | $ | 12.00 | ||||
|
|
|
|
|
|||||
| Balance, March 31, 2026 |
116,610 | $ | 11.74 | |||||
The following is a summary of warrants as at March 31, 2026:
| Expiry date |
Exercise price |
Number of warrants |
Weighted average remaining contractual life (years) |
|||||||||
| August 4, 2026 |
$ | 15.00 | 3,333 | 0.35 | ||||||||
| August 29, 2026 |
$ | 15.00 | 3,333 | 0.41 | ||||||||
| November 1, 2026 |
$ | 15.00 | 3,333 | 0.59 | ||||||||
| May 10, 2026 (1) |
$ | 12.00 | 11,111 | 0.11 | ||||||||
| May 29, 2026 (1) |
$ | 12.00 | 30,277 | 0.16 | ||||||||
| August 15, 2026 |
$ | 12.00 | 29,945 | 0.38 | ||||||||
| January 24, 2027 |
$ | 12.00 | 21,945 | 0.82 | ||||||||
| July 17, 2027 |
$ | 7.50 | 13,333 | 1.30 | ||||||||
|
|
|
|
|
|
|
|||||||
| $ | 11.74 | 116,610 | 0.49 | |||||||||
| (1) | 41,388 warrants expired subsequent to the per ended March 31, 2026 (Note 18). |
| d) | Equity incentive plan |
The Company has an equity incentive plan (“EIP”) under which the Board may, from time to time in its discretion, grant stock options, RSRs or deferred share units of the Company to its directors, officers, employees, consultants, and advisors. The aggregate number of common shares that may be subject to issuance under the EIP, together with any other securities-based compensation arrangements of the Company, shall not exceed 15% of the Company’s issued and outstanding share capital.
Stock options
The EIP authorizes the Board to grant options to eligible directors and employees (including officers). The number of options, the exercise price per option, the vesting period, and any other terms and conditions of options granted from time to time pursuant to the EIP, are determined by the Board at the time of the grant, subject to the defined parameters of the EIP. Unless otherwise determined by the Board, stock options will have a term of five years and 25% of the options granted will vest immediately, and 25% will vest each six-month period thereafter.
During the period ended March 31, 2026, the Company granted 28,333 stock options with an exercise price of $15.00 per option and a term of 5 years. These options vest 25% on the grant date and 25% every year thereafter. The weighted average inputs to the Black-Scholes pricing model for the options issued above were as follows: stock price – $8.70, exercise price – $15.00, expected life – 5 years, volatility – 100%, and discount rate – 2.95%.
During the period ended March 31, 2025, the Company granted no stock options.
During the period ended March 31, 2026, the Company recorded $58,238 (2025 - $4,820) in share-based compensation expense due to the vesting of options.
11
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended March 31, 2026
(Expressed in Canadian Dollars)
Options transactions are summarized as follows:
| Number of options |
Weighted average exercise price |
|||||||
| Balance, September 30, 2024 |
130,500 | $ | 39.39 | |||||
| Granted |
63,333 | $ | 6.56 | |||||
| Forfeited |
(5,833 | ) | $ | 45.00 | ||||
|
|
|
|
|
|||||
| Balance, September 30, 2025 |
188,000 | $ | 28.16 | |||||
| Granted |
28,333 | $ | 15.00 | |||||
| Expired |
(53,501 | ) | $ | 34.66 | ||||
|
|
|
|
|
|||||
| Balance, March 31, 2026 |
162,832 | $ | 23.73 | |||||
|
|
|
|
|
|||||
The following is a summary of stock options as at March 31, 2026:
| Expiry date |
Exercise price |
Number of options |
Options exercisable |
Weighted average remaining contractual life (years) |
||||||||||||
| May 6, 2026 (1) |
$ | 45.00 | 64,167 | 64,167 | 0.10 | |||||||||||
| March 29, 2028 |
$ | 19.50 | 333 | 333 | 2.00 | |||||||||||
| April 26, 2028 |
$ | 19.50 | 3,333 | 3,333 | 2.07 | |||||||||||
| November 1, 2028 |
$ | 19.50 | 3,333 | 3,333 | 2.59 | |||||||||||
| August 20, 2028 |
$ | 4.95 | 23,333 | 23,333 | 2.39 | |||||||||||
| August 20, 2028 |
$ | 6.00 | 20,000 | 20,000 | 2.39 | |||||||||||
| August 20, 2028 |
$ | 9.00 | 20,000 | — | 2.39 | |||||||||||
| January 15, 2031 |
$ | 15.00 | 28,333 | 7,083 | 4.80 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 23.73 | 162,832 | 121,582 | 1.90 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | 64,167 stock options expired subsequent to the per ended March 31, 2026 (Note 18). |
Restricted share rights
The EIP authorizes the Board to grant RSRs, in its sole and absolute discretion, to any eligible employee or director. Each RSR provides the recipient with the right to receive common shares of the Company for no additional consideration as compensation for past services or as an incentive for future services. The terms, including the vesting period of the RSRs, are determined at the sole discretion of the Board.
During the period ended March 31, 2026, the Company granted 18,500 RSRs to directors, officers, consultants, and advisors valued at $160,950. These RSRs vest as follows: 25% on the grant date and 25% every year thereafter. During the period ended March 31, 2026, the Company recorded $55,393 (March 31, 2025—$nil) in share-based compensation related to the vesting of these RSRs. During the period ended March 31, 2026, 4,625 (March 31, 2025 – nil) RSRs vested and were converted into common shares.
| 13. | Key Management Compensation and Related Party Transactions |
During the period ended March 31, 2026 and 2025, the Company incurred the following amounts charged by officers and directors (being key management personnel) and companies controlled and/or owned by officers and directors of the Company in addition to the related party transactions disclosed elsewhere in these condensed interim consolidated financial statements:
| March 31, 2026 $ |
March 31, 2025 $ |
|||||||
| Consulting fees |
277,645 | 305,234 | ||||||
| Share-based compensation |
34,277 | — | ||||||
|
|
|
|
|
|||||
| 311,922 | 305,234 | |||||||
|
|
|
|
|
|||||
The Company has entered into a lease agreement with BC Green, as described in Note 7.
As at March 31, 2026, there was $1,658,461 (September 30, 2025—$524,326) owing to key management, which is included in due to related parties. The amounts are unsecured, without interest and due on demand.
During the period ended March 31, 2025, the Company received debt forgiveness of $903,951 from related parties.
12
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended March 31, 2026
(Expressed in Canadian Dollars)
During the year ended September 30, 2023, the Company received $1,000,000 in loan proceeds from a company controlled by a director (Note 11). As at March 31, 2026, the Company owed $1,000,000 (September 30, 2025—$1,000,000) in principal and $219,811 (September 30, 2025—$131,250) in accrued interest in relation to this loan.
During the year ended September 30, 2025, the Company received $3,450,000 in loan proceeds from two companies controlled by directors (Note 11). As at March 31, 2026, the Company owed $3,450,000 (September 30, 2025—$3,450,000) in principal and $356,315 (September 30, 2025 $96,175) in accrued interest in relation to this loan recorded in due to related parties.
| 14. | Financial Instruments |
| a) | Categories of financial instruments |
The classification of the financial instruments, as well as their carrying values, is shown below:
Fair value
The fair value recorded on initial recognition of financial assets and financial liabilities at amortized cost is determined in accordance with generally accepted pricing models based on discounted cash flow analysis or using prices from observable current market transactions.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3 – Inputs that are not based on observable market data.
The Company’s financial instruments consist of cash and cash equivalents, trade receivables, accounts payable and accrued liabilities, due to related parties, lease liabilities and loans payable. The fair values of these financial instruments approximate their carrying values due to the short-term nature of these instruments, with the exception of lease liabilities and loans payable which are measured using Level 2 inputs.
| b) | Management of financial risks |
The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of these risks. These risks arise from the normal course of operations and all transactions undertaken are to support the Company’s ability to continue as a going concern. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below.
Interest rate risk
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. Interest rate risk is limited to potential decreases in the interest rate offered on cash held with chartered Canadian financial institutions. The Company considers this risk to be limited, as it holds no assets or liabilities subject to variable rates of interest.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and trade receivables. The Company limits exposure by maintaining its cash with major Canadian commercial banks and credit unions.
Liquidity risk
Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they become due. The Company is reliant upon equity issuances and loans as its main sources of cash. The Company manages liquidity risk by maintaining an adequate level of cash to meet its ongoing obligations. The Company continuously reviews its actual
13
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended March 31, 2026
(Expressed in Canadian Dollars)
expenditures, forecasts cash flows and matches the maturity dates of its cash to capital and operating needs. All of the Company’s existing commitments are budgeted and funded as at the date of the condensed interim consolidated financial statements. All financial liabilities have contractual maturities of less than one year and are subject to normal trade terms with the exception of the Company’s lease liabilities, which matures based on the lease agreement, and loans payable, which have terms ranging from one and a half to three years.
Currency risk
The Company is not exposed to financial risk related to the fluctuation of foreign exchange rates.
| 15. | Capital Disclosure |
The capital structure of the Company consists of equity attributable to common shareholders comprising share capital, reserves, and deficit. The Company’s objectives when managing capital are to: (i) preserve capital; (ii) obtain the best available net return; and (iii) maintain liquidity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, or acquire or dispose of assets. The Company is not subject to externally imposed capital restrictions. There have been no changes in the Company’s capital management during the period ended March 31, 2026.
| 16. | Segment Reporting |
For the period ended March 31, 2026, the Company has one reportable operating segment, being that of farming, processing and distribution of raw mushroom biomass, mushroom extracts, manufacturing of drug products, and mushroom supplements. The Company’s non-current assets at March 31, 2026 are all in Canada.
| 17. | Commitments |
The Company has lease commitments for the Princeton Facilities (Note 7). Cash commitments for minimum lease payments in relation to the facility leases as at March 31, 2026, are payable as follows:
| $ | ||||
| Within 1 year |
52,761 | |||
| Between 1 year and 5 years |
182,498 | |||
|
|
|
|||
| 235,259 | ||||
|
|
|
|||
| 18. | Events after the Reporting Period |
Subsequent to March 31, 2026, the Company:
| • | Had 41,388 warrants and 64,167 stock options expire unexercised (Note 12) |
| • | Completed a 1 to 30 reverse stock split (Note 1) |
| • | Completed an underwritten public offering to list its common shares on the Nasdaq Capital Market. The Company issued 2,400,000 common shares for gross proceeds of USD$15,000,000, before deducting underwriting discounts and offering expenses. In connection with the offering, the Company issued 96,000 warrants to the underwriter exercisable into a common share at USD$7.5 per warrant. |
| • | After deducting underwriting discounts and offering expenses, the Company received net proceeds of approximately CAD$18.4 million. |
14