Optimi Health files Amendment No. 6 to Form F-1

Optimi Health Corp. filed Amendment No. 6 to its Form F-1 registration statement, submitting an amended Filing Fee Table as Exhibit 107 and updating the Exhibit Index and signature pages.

Rhea-AI Filing Summary

Optimi Health Corp. filed Amendment No. 6 to its Form F-1 registration statement, submitting an amended Filing Fee Table as Exhibit 107 and updating the Exhibit Index and signature pages. The amendment is exhibit-only; the prospectus and the remainder of Part II are unchanged.

Insights

Securities Registration Counsel

Amendment limited to filing-fee exhibit and signatures.

The filing is an exhibit-only amendment that replaces the Filing Fee Table (Exhibit 107) and updates Item 8 exhibits and signature pages. The prospectus text and financial statements were not revised in this amendment.

Consequently, the amendment is procedural in nature; any material offering terms remain governed by prior prospectus language and future amendments.

Corporate Governance Analyst

Signatures and powers of attorney updated for effectiveness.

The amendment reaffirms authorized signatories, includes executed signature blocks for Canadian and U.S. authorized representatives, and lists Powers of Attorney (Exhibit 24.1). This aligns procedural requirements for an eventual effective registration.

Watch subsequent filings for an effectiveness declaration or a prospectus supplement that sets offering terms.

Key Figures

Registration Number: 333-290086 Amendment Number: Amendment No. 6 Filing Date: April 21, 2026 +3 more

6 metrics

Registration Number 333-290086 Form F-1 registration statement

Amendment Number Amendment No. 6 This filing amends the registration statement

Filing Date April 21, 2026 Date amendment was signed and filed

Exhibit (Filing Fee Table) Exhibit 107 Amended Filing Fee Table filed as exhibit

Registrant Address 269 David Brown Way, Princeton, B.C. Principal executive office address listed

Agent Phone (800) 221-0102 Cogency Global Inc. contact for service

Key Terms

Form F-1, Filing Fee Table, Exhibit-only amendment, Prospectus Supplement

4 terms

Form F-1 regulatory

"Amendment No. 6 to the Registration Statement on Form F-1"

A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.

Filing Fee Table regulatory

"file an amended Filing Fee Table, filed herewith as Exhibit 107"

Exhibit-only amendment regulatory

"This Amendment . . . is being filed as an exhibit-only filing"

Prospectus Supplement regulatory

"The prospectus and the balance of Part II of the Registration Statement are unchanged"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Optimi Health (OPTHF) change in Amendment No. 6?

Amendment No. 6 filed an amended Filing Fee Table (Exhibit 107) and updated Item 8 exhibits and signature pages. The prospectus and remainder of Part II remain unchanged.

Does Amendment No. 6 alter the offering terms for Optimi Health?

No. The amendment is exhibit-only and states the prospectus and balance of Part II are unchanged, so offering terms in the existing prospectus were not revised in this filing.

Who signed Optimi Health's F-1/A Amendment No. 6?

The registration statement is signed by Dane Stevens as CEO and by an authorized U.S. representative, Colleen A. De Vries, on behalf of Cogency Global Inc., each dated April 21, 2026.

What exhibit confirms Optimi Health's legal opinions?

Exhibit 5.1 contains Norton Rose Fulbright Canada LLP's opinion on common share validity and Exhibit 5.2 contains Norton Rose Fulbright US LLP's opinion on underwriter warrant enforceability.

Is the prospectus effective after Amendment No. 6?

The amendment does not state an effective date; it notes the company may delay effectiveness until a further amendment is filed or the SEC determines an effective date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/21/2026 - 04:05 PM Learn about SEC filing dates

As filed with the U.S. Securities and Exchange Commission on April 21, 2026.

Registration No. 333-290086

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 6

TO

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OPTIMI HEALTH CORP.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s Name into English)

British Columbia		2834		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

269 David Brown Way

Princeton, B.C. V0X 1W0

Canada

(778) 761-4551

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor New York, NY 10168

(800) 221-0102

(Names, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Kevin Friedmann, Esq. Siyuan An, Esq. Norton Rose Fulbright US LLP 1045 W. Fulton Market, Suite 1200 Chicago, IL 60607 (312) 964-7763 Kristopher Miks, Esq. Norton Rose Fulbright Canada LLP 510 West Georgia Street, Suite 1800 Vancouver, B.C. V6B 0M3, Canada (604) 687-6575 Kevin Roggow, Esq. Cozen O’Connor 3 World Trade Center 175 Greenwich Street, 55th Floor New York, NY 10007 (212) 908-1294

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

This Amendment No. 6 (this “Amendment”) to the Registration Statement on Form F-1 (No. 333-290086) (the “Registration Statement”) is being filed as an exhibit-only filing to file an amended Filing Fee Table, filed herewith as Exhibit 107. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 8 of Part II of the Registration Statement, the signature page to the Registration Statement and Exhibit 107. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.

Item 8. Exhibits and Financial Statement Schedules.

(a) Exhibits

See Exhibit Index for a complete list of all exhibits filed as part of this Registration Statement, which Exhibit Index is incorporated herein by reference.

(b) Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or the notes thereto.

II-1

EXHIBIT INDEX

Exhibit No.		Description
1.1**		Form of Underwriting Agreement
3.1**		Notice of Articles
3.2**		Articles
4.1**		Form of Underwriter Warrant
5.1**		Opinion of Norton Rose Fulbright Canada LLP regarding the validity of the common shares being registered
5.2**		Opinion of Norton Rose Fulbright US LLP regarding the enforceability of the Underwriter Warrants being registered
10.1**		2020 Equity Incentive Plan
10.2†**		Amended and Restated Industrial Lease Agreement dated as of September 1, 2021, entered into by and between the Company and BC Green Pharmaceuticals Inc.
10.3**		First Amendment to Amended and Restated Industrial Lease Agreement dated as of July 1, 2025, entered into by and between the Company and BC Green Pharmaceuticals Inc.
10.4†**		Loan Agreement dated as of August 4, 2023 entered into by and between the Company and Catcher Investments Limited
10.5†**		General Security Agreement dated as of August 4, 2023 entered into by and between the Company and Catcher Investments Limited
10.6†**		Loan Agreement dated August 29, 2023 entered into by and between the Company and 0959856 B.C. Ltd.
10.7†**		General Security Agreement dated August 29, 2023 entered into by and between the Company and 0959856 B.C. Ltd.
10.8†**		Loan Agreement dated August 29, 2023 entered into by and between the Company and Westward Visions Ltd.
10.9†**		General Security Agreement dated August 29, 2023 entered into by and between the Company and Westward Visions Ltd.
10.10†**		Loan Agreement dated November 1, 2023 entered into by and between the Company and Kerris Holdings Ltd.
10.11†**		General Security Agreement dated November 1, 2023 entered into by and between the Company and Kerris Holdings Ltd.
10.12**		Loan Agreement Amendment No.1 dated July 16, 2025 entered into by and between the Company and Kerris Holdings Ltd.
10.13†**		Purchase Agreement dated as of February 28, 2023 entered into by and among the Company, KMT Pharmaceuticals Pty Ltd and Mind Medicine Australia Limited
16.1**		Letter from Smythe LLP
21.1**		Principal Subsidiaries of the Registrant
23.1**		Consent of Davidson & Company LLP, an independent registered public accounting firm
23.2**		Consent of Norton Rose Fulbright Canada LLP (included in Exhibit 5.1)

II-2

Exhibit No.		Description
23.3**		Consent of Norton Rose Fulbright US LLP (included in Exhibit 5.2)
24.1**		Powers of Attorney (included on signature page)
99.1**		Code of Business Conduct and Ethics of the Registrant
107		Filing Fee Table

* To be filed by amendment

** Previously filed

† Certain portions of this exhibit have been omitted because it is both not material and is the type that the registrant treats as private or confidential

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, British Columbia, on April 21, 2026.

Optimi Health Corp.
By:		/s/ Dane Stevens
Name:		Dane Stevens
Title:		Chief Executive Officer, Chief Marketing Officer and Director

II-4

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on April 21, 2026 in the capacities indicated.

Signature		Title
/s/ Dave Stevens		Chief Executive Officer, Chief Marketing Officer and Director (principal executive officer)
Dane Stevens
*		Interim Chief Financial Officer and Director (principal financial and accounting officer)
Jacob Safarik
*		Chief Operating Officer and Director
Bryan Safarik
*		Chairman and Director
John James Wilson
*		Director
Jason Mosberian

*By:		/s/ Dave Stevens
Name:		Dane Stevens
Title:		Attorney-in-fact

II-5

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Optimi Health Corp. has signed this registration statement or amendment thereto in New York on April 21, 2026.

Authorized U.S. Representative
By:		/s/ Colleen A. De Vries
Name:		Colleen A. De Vries
Title:		Sr. Vice President on behalf of Cogency Global Inc.

II-6