Optimi Health Corp美股招股说明书(2026-05-20版)

Optimi Health Corp. 2,400,000 Common Shares This is the initial public offering of common shares, with no par value (“common shares”), of Optimi Health Corp., a corporation incorporated under theBusiness Corporations Act(British Columbia), inthe United States. We are offering an aggregate of 2,400,000 common shares in this offering. We are also registering the issuance by us of (i)warrants to purchase up to 110,400 common shares (the“Underwriter Warrants”) to the underwriter (assuming the exercise of the over-allotment option by the underwriter in full), as well as (ii)up to 110,400 common shares issuable upon the exercise of theUnderwriter Warrants to purchase common shares at a price per common share equal to 120% of the initial public offering price. The common shares are being offered and sold in this offering under U.S. federal securities laws pursuant to the registration statement of which this prospectus forms a part and are being offered and soldunder Canadian securities laws, to the extent applicable, pursuant to the listed issuer financing exemption from Canadian prospectus requirements under Part 5A of National Instrument 45-106—Prospectus Exemptions as modified by Coordinated Blanket Order 45-935—Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “LIFE Offering Exemption”). Although this is our initial public offering of our common shares in the United States, our common shares are listed in Canada on the Canadian Securities Exchange (the “CSE”) under the symbol “OPTI”and in Germany on the Frankfurt Stock Exchange (the “FSE”) under the symbol “8BN” and quoted for trading on OTC Markets Group Inc.’s OTCQX under the symbol “OPTHF”. On May15, 2026, thelast reported sale price of our common shares on the CSE was C$9.45 (C$0.32 pre-Reverse Share Split (as defined below)) (rounded to the nearest hundredths place), on the FSE was €$5.61 (€0.19 pre-Reverse Share Split) (rounded to the nearest hundredths place) and the last quoted price of our common shares on OTCQX was US$7.14 (US$0.24 pre-Reverse Share Split) (rounded to the nearesthundredths place). We have been approved to list our common shares on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “OPTH” and trading of our common shares on the OTCQX willcease. Our Board of Directors has approved a reverse share split with a share split ratio of 1-for-30 (“Reverse Share Split”), which became effective on May19, 2026. The Reverse Share Split is intended toallow us to meet the minimum share price requirement of Nasdaq. Except as otherwise indicated, all references to our common shares, share data, per share data and related information reflect the ReverseShare Split as if it was effective and as if it had occurred at the beginning of the earliest period presented. We are an “emerging growth company” and a “foreign private issuer” as those terms are defined under the U.S. federal securities laws, and, as such, are eligible for reduced public company reportingrequirements. See“Prospectus Summary—Implications of Being an Emerging Growth Company”and“Prospectus Summary—Implications of Being a Foreign Private Issuer.” Investing in our securities involves a high degree of risk. See“Risk Factors”beginning on page15 of this prospectusbefore making your investment decision. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense. Initial public offering price Underwriting discounts and commissions(1) Proceeds to us, before expenses(2) Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARYTHE OFFERINGSUMMARY CONSOLIDATED FINANCIAL INFORMATIONRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONDILUTIONCORPORATE HISTORY AND STRUCTUREMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSBUSINESSMANAGEMENT PRINCIPAL SHAREHOLDERS RELATED PARTY TRANSACTIONS DESCRIPTION OF SECURITIES SHARES ELIGIBLE FOR FUTURE SALE EXPENSES RELATED TO THIS OFFERING LEGAL MATTERS EXPERTS CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT ENFORCEMENT OF CIVIL LIABILITIES WHERE YOU CAN FIND MORE INFORMATION INDEX TO FINANCIAL STATEMENTS We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by oron behalf of us or to which we may have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. We and the underwriter have not authorized any other person to provide you with different or additionalinformation. Neither we nor the underwriter are making an offer to sell the common shares in any jurisdiction where the offer or sale is not permitted.This offering is being made in the United