---
title: "Optimi Health files for U.S. IPO and Nasdaq uplisting from Canadian exchange"
url: "https://aibio.space/news/optimi-health-files-u-s-ipo-nasdaq-uplisting-canadian-exchange/"
publisher: "aibio.space (Biotech Investor Relations News)"
date: "2025-09-05"
section: "Financings"
tickers: "CSE:OPTI"
source: "https://www.sec.gov/Archives/edgar/data/2027329/000119312525197327/d81568df1.htm"
summary: "The British Columbia company plans a reverse share split and has applied to list on the Nasdaq Capital Market. Titan Partners Group is the sole bookrunner."
---

By the aibio.space news desk.

Sources

- [Optimi Health Corp. F-1 (2025-09-05)](https://www.sec.gov/Archives/edgar/data/2027329/000119312525197327/d81568df1.htm)

[OPTI](https://aibio.space/companies/optimi-health/)

2025-09-05

# Optimi Health files for U.S. IPO and Nasdaq uplisting from Canadian exchange

Tickers [OPTI](https://aibio.space/companies/optimi-health/)

The British Columbia company plans a reverse share split and has applied to list on the Nasdaq Capital Market. Titan Partners Group is the sole bookrunner.

## Key facts

- **Company**: Optimi Health Corp. (CSE: OPTI)

- **News type**: Financings

- **Primary source**: [Optimi Health Corp. F-1 (2025-09-05)](https://www.sec.gov/Archives/edgar/data/2027329/000119312525197327/d81568df1.htm)

*A city skyline in morning haze. CC0, via rawpixel. The picture shows the field, not the companies named.*

Optimi Health Corp. filed a registration statement on Form F-1 on September 5, 2025 for an initial public offering of its common shares in the United States. The British Columbia company has applied to list the shares on the Nasdaq Capital Market under the symbol OPTH. Its shares already trade on the Canadian Securities Exchange under OPTI, on the Frankfurt Stock Exchange and on the OTCQX. The number of shares and the price range are left blank in the filing. The company says it will not complete the offering if the Nasdaq listing is not approved.

## Who is selling it

Titan Partners Group, a division of American Capital Partners, is the sole bookrunner. The underwriter has a 45-day option to buy additional shares, and Optimi would issue it warrants to buy common shares at 115% of the initial public offering price. The cover page lists Norton Rose Fulbright US LLP, Norton Rose Fulbright Canada LLP and Katten Muchin Rosenman LLP under "copies to," without saying which firm acts for the company and which for the underwriter.

## A reverse split and a thin share price

The board has approved a reverse share split, with the ratio left blank. The company says the split is meant to meet the Nasdaq Capital Market's minimum share price requirement. Before the split, the Canadian Securities Exchange price was C$0.215 on September 3, 2025, and the last OTCQX price was US$0.16529. Both figures are pre-split, and the post-split prices are blank.

## Losses and going-concern doubt

The filing says the company has suffered recurring losses and has a net capital deficiency, and that these conditions raise substantial doubt about its ability to continue as a going concern. For the nine months ended June 30, 2025, the net loss was C$2,362,664, or US$1,734,704. For the fiscal year ended September 30, 2024, it was C$6,035,859, or US$4,431,615. The accumulated deficit at June 30, 2025 was C$25,939,066, or US$19,044,836. Net cash used in operating activities in fiscal 2024 was C$4,281,693, or US$3,142,681.

The company says it may not achieve profitability and that a lack of financing could force it to delay, limit or stop product development and sales.

## Where the products are sold

Optimi's products are psilocybin and MDMA. The filing says they are available in Australia, where the drugs have been rescheduled to allow prescription by an authorized prescriber for treatment-resistant depression and post-traumatic stress disorder. In Canada, the products are available through the Special Access Program. The company is restricted from selling in the United States, where psilocybin and MDMA are Schedule I substances. Israel, which the filing calls a planned target market, is where MDMA is in phase 2 trials run by third parties.

The filing therefore describes sales in Australia and Canada, and none in the United States, which the company lists among its planned markets.

## What the money is for

The company says it would use the net proceeds to scale production and distribution in its current markets, expand into Israel and the United States, grow sales and add working capital. The net proceeds figure is blank, because the offering size and price range are not yet set.

## Lock-up and status

Directors, officers and holders of 10% or more of the shares have agreed with the underwriter, subject to exceptions, not to sell or transfer their shares for a period. The company is an emerging growth company and a foreign private issuer, so it may use reduced reporting requirements. The filing is preliminary, and its key terms, including size, price and proceeds, remain blank until pricing.

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## Companies in this story

OPTI

Optimi Health Corp.

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Source page: https://aibio.space/news/optimi-health-files-u-s-ipo-nasdaq-uplisting-canadian-exchange/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Optimi Health files for U.S. IPO and Nasdaq uplisting from Canadian exchange", 2025-09-05, https://aibio.space/news/optimi-health-files-u-s-ipo-nasdaq-uplisting-canadian-exchange/
