aibioOptimi Health sets up equity line to sell up to US$100 million of shares to Seven Knots
Tickers OPTI
Optimi can sell shares to Seven Knots, LLC at its discretion, up to US$2 million per draw. It issued a US$1.5 million convertible note as a commitment fee.
Key facts
- Company
- Optimi Health Corp. (CSE: OPTI)
- News type
- Financings
- Primary source
- Optimi Health Corp. 6-K (2026-08-27)
Optimi Health Corp. filed a material change report dated August 24, 2026 describing an equity line of credit, or ELOC, that it set up on August 13, 2026 with Seven Knots, LLC. The company announced the arrangement in a news release disseminated on August 14, 2026, through Newsfile Corp. Under the purchase agreement, Optimi has the right, but not the obligation, to sell Seven Knots up to US$100 million of its common shares from time to time over the term of the facility. The report names Dane Stevens, chief executive officer, as the contact.
How each draw works
Sales under the ELOC are at Optimi's discretion. For each draw, Seven Knots is obligated to purchase the shares listed in the company's purchase notice at 97% of the lower of two prices: the lowest sale price on the purchase date, and the volume-weighted average price over the purchase period. Each draw is capped at US$2 million.
A purchase period terminates if the share price falls below a floor of 85% of the prior trading day's closing price, or a higher level that Optimi sets. The report says Optimi may specify a higher floor. Each draw is still priced at a discount to the lower of the two reference prices.
The commitment notes
As consideration for Seven Knots' commitment, Optimi issued an unsecured, non-interest-bearing convertible promissory note for US$1.5 million. It agreed to issue a second note for US$500,000 on the same terms if gross proceeds from the ELOC reach or exceed US$7 million.
The notes mature 24 months after issue. Seven Knots may convert them at its option at 95% of the 20-day volume-weighted average price, with a floor conversion price of US$3.00 a share. The floor caps the shares a conversion can produce, because the conversion price cannot fall below US$3.00. Seven Knots cannot receive shares on conversion that would take its holding above 2.99% of Optimi's outstanding common shares at that time.
Optimi may repay the notes in cash at any time at 100% of principal, with no premium or penalty. A prepayment would end any further share issuance under the notes.
Registration and timing
Optimi filed a Form F-1 to register the resale by Seven Knots of the shares issuable under the purchase agreement and the notes. No shares may be sold under the ELOC until the SEC declares that registration statement effective. The report does not say when that is expected.
What the report does not say
The report names no placement agent, adviser or law firm for the arrangement. Seven Knots is described only as a party to the purchase agreement.
The report gives no cash balance, no statement of how the proceeds will be used and no count of common shares outstanding. Without the share count, the report does not show how much existing holders could be diluted, either by the draws or by conversion of the notes.
The filing is a material change report under Canadian securities rules, not a financial statement, so it does not give the company's losses or cash position.
Why the terms matter
Each mechanism in the ELOC points the same way. Draws are priced at 97% of a lower reference price, and conversion of the notes is priced at 95% of a 20-day average. Both set the price below a trading-price reference, so shares issued through the facility go to Seven Knots at a discount to those reference prices. The US$100 million cap is the ceiling on sales, not a commitment to raise that amount. The company decides when and how much to sell, within the price floor and the US$2 million draw limit.