Note: This is NOT an IPO. This is a NASDAQ Uplisting of Optimi Health’s stock from the OTCQX Market, where Optimi Health’s stock already trades under the symbol “OPTHF” – according to the prospectus. The stock also trades on the Canadian Securities Exchange (CSE) under the symbol “OPTI” and on the Frankfort Stock Exchange under the symbol “8BN” – the prospectus said. Background: This public offering originated as a unit offering of stock and warrants, but the warrants were removed in an SEC filing in late April 2026.)

(Incorporated in British Columbia)

We are a Canadian Good Manufacturing Practices (“GMP”) compliant, pharmaceutical drug manufacturer licensed by Health Canada for the handling of controlled substances and GMP production. We specialize in controlled substances with our products being 3,4-Methylenedioxymethamphetamine hydrochloride (“MDMA”) and psilocybin derived from botanical sources.

We own two 10,000-square-foot production facilities on leased land in Princeton, British Columbia. We operate under a Drug Establishment Licence (“DEL”) awarded by Health Canada. Our DEL certifies that our facilities and quality management systems comply with GMP for the formulation of designated drug products and the manufacture of certain active pharmaceutical ingredients (“API”) from plant sources. Additionally, we hold a Dealer’s Licence (“DL”) under Canada’s Narcotic Control Regulations, allowing us to possess, produce, assemble, sell, and deliver psilocybin and other psychedelic substances within the regulated framework set forth by Health Canada. The DL allows us to possess up to 20kg of psilocybin and 200g of psilocin (equivalent to approximately 2,000kg of dried full-body psilocybin-containing mushrooms) and 2kg of MDMA. We also hold a Precursor Licence under Canada’s Precursor Regulations allowing us to import 3,4-Methylenedioxyphenyl-2-Propanone if used in the synthesis of MDMA.

The legal status of psychedelic drugs varies by country. Our various licenses allow us to supply markets where it is legal and position ourselves for new markets. Our products are currently available in Australia where psilocybin and MDMA have been rescheduled to allow prescription by an Authorized Prescriber only for treatment-resistant depression (“TRD”) and post-traumatic stress disorder (“PTSD”). In Canada, our products are available via the Special Access Program (“SAP”), which we are authorized to supply as a provision of our DL whereby sale or provision to the holder of a Controlled Drugs and Substances Act subsection 56(1) exemption is not prohibited for licensed dealers to provide psilocybin and MDMA in relation to an SAP authorization. The SAP patient authorization process has been successfully achieved for MDMA products.

Our psilocybin product is currently in Phase 2b clinical trials in Canada conducted by third parties. In all other countries, access is restricted to approved clinical trials, including in Israel, one of our planned target markets, where our MDMA product is currently in Phase 2 clinical trials conducted by third parties. We are currently restricted from selling our products in the United States, another one of our planned target markets, where psilocybin and MDMA are considered Schedule I “controlled or “scheduled” substances, meaning their manufacture, importation, exportation, domestic distribution, storage, sale and legitimate use is subject to a significant degree of regulation by the U.S. Drug Enforcement Administration (the “DEA”). While our MDMA and botanical psilocybin products are currently being accessed in Canada and Australia, in any new market, a regulatory approval would be required for our products – be that a clinical trial application approval, a marketing authorization approval or access via a change to regulatory access for these products.

Our DEL enables us to supply validated psilocybin API, psilocybin drug products and MDMA drug products to patients in Australia under the Authorised Prescribers Scheme. Through strategic collaborations and ongoing compliance with global regulatory authorities, we aim to expand our product availability to additional jurisdictions where psychedelic-assisted therapies are gaining regulatory approval.

Note: Net loss and revenue are in U.S. dollars (converted from Canada’s currency) for the 12 months that ended Dec. 31, 2025.

(Note: Optimi Health’s public offering – conducted in connection with Optimi Health’s plan to uplist its stock to the NASDAQ from the OTC market in the U.S. – now consists of 2.5 million shares at a price range of $6.00 to $8.00 to raise $17.5 million, if priced at the $7.00 mid-point of its range, according to the S-1/A filing dated April 23, 2025. Note: Optimi Health Ltd. removed the warrants from its IPO in an SEC filing on April 21, 2026. Note: The proposed stock symbol is OPTH, according to the prospectus.)

(Background: The deal WAS previously a unit public offering consisting of 2.5 million units at a price range of $6.00 to $8.00 to raise $17.5 million, if priced at the $7.00 mid-point of its range. Each unit consisted of one share of stock and one warrant to buy one share. Background: Optimi Health Ltd. increased its public offering’s size to 2.5 million shares – up from 2.14 million shares in a previous filing in March 2026 – and kept the price range at $6.00 to $8.00 – to raise $17.5 million, if priced at the $7.00 mid-point of its range, according to its F-1/A filing dated March 24, 2026. Please note: This is a public offering that’s being conducted in connection with Optimi Health Ltd.’s plan to list its stock on the NASDAQ. Optimi Health Ltd.’s stock already trades on the OTC Market, as well as on the Canadian Securities Exchange and the Frankfort Stock Exchange.)