Optimi Health Corp. said it has begun an underwritten public offering of common shares in the United States in connection with its intent to list on the Nasdaq Capital Market.
Joseph Gunnar & Co., LLC is the sole book-running manager for the offering, the company disclosed. Optimi has applied to Nasdaq to list its common shares under the ticker symbol "OPTH." If Nasdaq approves the application and the offering closes, the company expects its shares to begin trading on Nasdaq while continuing to trade on the Canadian Securities Exchange.
To meet Nasdaq's minimum share price requirement, Optimi’s board has approved a 30-to-1 consolidation of outstanding common shares, which will result in one post-consolidation share for every 30 pre-consolidation shares. The board stated the consolidation will be implemented immediately prior to the registration statement becoming effective.
Prior to the consolidation Optimi had 96,776,919 common shares outstanding. After the 30-to-1 consolidation, the company expects there will be approximately 3,225,897 shares outstanding, before taking into account fractional shares and any securities issued in the offering. Optimi said it will not issue fractional shares; any fractional interest resulting from the consolidation will be rounded down to the nearest whole share.
The contemplated offering will be conducted through a prospectus that is part of a registration statement filed with the U.S. Securities and Exchange Commission. The company noted the registration statement has not yet become effective. Optimi also stated that shares under the offering are not being offered to Canadian residents.
Outstanding stock options, warrants and other convertible securities will be adjusted on the same 30-to-1 basis, with corresponding adjustments to exercise prices so that those instruments remain proportionate to the consolidated share structure. Shareholders approved the consolidation at a meeting held on September 8, 2025.
Optimi Health is described in the filing as a pharmaceutical company focused on the manufacture and distribution of finished psychedelic drug products. The company said completion of the offering is subject to market conditions and review processes by the SEC and Nasdaq.
This announcement outlines the steps Optimi is taking to align its capital structure with Nasdaq listing rules and to raise capital through a registered U.S. offering, while preserving ongoing trading on the Canadian Securities Exchange if the listing is approved.