OPTH · Optimi Health Corp.

Optimi Health Corp. is pursuing a U.S. public offering through this F-1/A amendment, registering common shares with a maximum aggregate offering price of $17,250,000 estimated solely for Securities Act Rule 457(o) fee purposes. The structure includes an over-allotment option for the underwriter and shares offered outside the U.S. that may be resold domestically within 40 days of effectiveness. Joseph Gunnar & Co., LLC serves as underwriter, receiving warrants to purchase 5% of total common shares sold, including over-allotment shares. These Underwriter Warrants carry a proposed maximum aggregate offering price of $1,035,000 (120% of $862,500), exercisable at 120% of the public offering price starting six months post-closing and expiring five years from sales commencement. Resales of the warrants and underlying shares are registered on a delayed basis under Rule 415. Rule 416 covers additional indeterminate securities to prevent dilution from splits or dividends. The company has navigated filing fees efficiently, applying a prior $5,383.82 payment—originally for now-inapplicable units—against the current total of $2,525.15, resulting in no net fee due. This reflects prior iterations of the filing, with offsets claimed under Rules 457(b) and 457(p). From Vancouver, British Columbia, Optimi Health Corp. is led by Dane Stevens as CEO, Chief Marketing Officer, and Director, with a compact executive team including Jacob Safarik as Interim CFO and Director, Bryan Safarik as COO and Director, John James Wilson as Chairman, and Jason Mosberian as Director. Signatures confirm principal executive, financial, and accounting officer roles. U.S. compliance is handled by Cogency Global Inc.'s Colleen A. De Vries in New York. Exhibits reveal operational details like the 2020 Equity Incentive Plan, leases with BC Green Pharmaceuticals Inc., and multiple secured loans from 2023-2025 with lenders including Catcher Investments Limited, 0959856 B.C. Ltd., Westward Visions Ltd., and Kerris Holdings Ltd., plus a purchase agreement with KMT Pharmaceuticals Pty Ltd and Mind Medicine Australia Limited. These disclosures highlight debt dependencies and related-party arrangements, signaling leverage as a key financing mechanism pre-offering. The absence of explicit use of proceeds, financial statements, or business description limits visibility into revenue model or growth trajectory, but the offering mechanics suggest capital raising for operational scaling amid existing obligations. Investor focus should center on dilution from underwriter warrants, potential over-allotment impact, and the company's Canadian base navigating U.S. listing requirements.