OPTH 0001171843-26-005554 6-K Filing: Aug 14, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________

FORM 6-K

______________________________

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

______________________________

For the month of August 2026

Commission File Number: 001-43304

OPTIMI HEALTH CORP.

______________________________

269 David Brown Way

Princeton, B.C. V0X 1W0

Canada

(Address of principal executive office)

______________________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Management's Discussion and Analysis for the period ended June 30, 2026
99.2	Condensed interim consolidated financial statements for the period ended June 30, 2026

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	OPTIMI HEALTH CORP.
Date: August 14, 2026	By:	/s/ Dane Stevens
	Name:	Dane Stevens
	Title:	Chief Executive Officer, Chief Marketing Officer and Director

Exhibit 99.1

Optimi Health corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Overview

This management’s discussion and analysis (“MD&A”) relates to the operations and financial condition of Optimi Health Corp. (“Optimi” or the “Company”) and is dated as of August 14, 2026 and the MD&A describes the operating and financial results of the Company for the period ended June 30, 2026, and 2025. The MD&A supplements, but does not form part of, the condensed interim consolidated financial statements of the Company, and should be read in conjunction with the Company’s condensed interim consolidated financial statements and related notes for the period ended June 30, 2026, and 2025 and audited financial statements for the year ended September 30, 2025, and 2024. The Company prepares and files its condensed interim consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”). The currency referred to in this MD&A is in Canadian Dollars.

Certain information included in the MD&A is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See “Cautionary StatementRegarding Forward-Looking Statements” for further detail.

On May 19, 2026, the Company executed a 1 for 30 reverse stock split of all outstanding common shares, warrants, stock options, RSRs, and convertible debentures. All references to share and per-share information, warrants, stock options, RSRs, and convertible debentures in this MD&A have been adjusted to reflect the effects of the Reverse Stock Split. No fractional shares were issued, and all fractional balances were rounded.

Overall Performance

The Company is a Health Canada licensed, Good Manufacturing Practices (“GMP”) certified, end-to-end pharmaceutical drug manufacturer specializing in controlled substances, specifically MDMA and botanical psilocybin. With a vertically integrated approach, Optimi owns and operates two purpose built 10,000-square-foot licensed production sites in Princeton, British Columbia and holds a Drug Establishment Licence (“DEL”), as issued by Health Canada. Optimi’s DEL certifies that its facility and Quality Management Systems comply with Canadian GMP for the formulation of designated drug products and the manufacture of certain active pharmaceutical ingredients (“API”) from plant sources. Additionally, Optimi holds a Dealer’s Licence under Canada’s Narcotic Control Regulations, allowing the Company to possess, produce, assemble, sell and deliver psilocybin and other psychedelic substances within the regulated framework set forth by Health Canada. The Dealer’s Licence allows Optimi 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. Optimi holds a Precursor Licence under Canada’s Precursor Regulations allowing the Company to import 3,4-METHYLENEDIOXYPHENYL-2-PROPANONE, which can be used in the synthesis of MDMA.

Optimi’s DEL enables it to supply validated psilocybin API, psilocybin drug products and MDMA drug products to patients in Australia under the Authorised Prescriber Scheme and globally. With Health Canada being a participant in several Mutual Recognition Agreements (“MRAs”), Optimi’s GMP-certified products are positioned for international distribution. Through strategic collaborations and ongoing compliance with global regulatory authorities, the Company aims to expand its product offerings to new jurisdictions where psychedelic-assisted therapies are gaining regulatory approval.

The key differentiator of a DEL is that it enables Optimi’s GMP MDMA and psilocybin capsules to be prescribed by authorized physicians in Australia for the treatment of Post Traumatic Stress Disorder (“PTSD”) and Treatment Resistant Depression (“TRD”). Unlike most companies in the psychedelic sector that remain in clinical or pre-commercial phases, Optimi is currently supplying regulated medicines under prescription – supported by a DEL that also permits the legal manufacture, and international export of both products.

As part of Optimi’s commitment to innovation and broadening accessibility to psychedelic-based therapies, the Company is continuously refining its production methodologies, investing in advanced cultivation and extraction technologies and enhancing its regulatory compliance frameworks to establish best practices for the pharmaceutical drug manufacturing of its novel formulations. By prioritizing sustainable and responsible production practices, Optimi is dedicated to becoming a global leader in the psychedelic pharmaceutical sector. Optimi’s research initiatives focus on optimizing extraction efficiency, improving formulation stability and ensuring scalable manufacturing techniques that align with future market expansion plans.

Drug Establishment License (“DEL”): the Company was awarded a Drug Establishment License on May 24^th^, 2024. Securing a DEL positions the Company as a pharmaceutical company with a strong portfolio of government approved licenses for controlled substances. As Health Canada is a participant to several Mutual Recognition Agreements (MRAs) covering drug/medicinal products for global distribution, the Company is now recognized globally for the GMP production of its psilocybin and MDMA formulations. The DEL differentiates the Company from other psychedelic manufacturers in the space and enables the Company to provide competitively priced products within the GMP psychedelics market; conduct research and development with in-house scientific and quality teams; and provides flexibility to adapt to international licensing demands and changes in legislation. Importantly, having a DEL enables Optimi to be one of the only licensed, psychedelic pharmaceutical manufacturers in the world permitted to export to the Australian Marketplace and supply the country’s Authorized Prescriber program. As part of the Authorized Prescriber program in Australia, authorized Psychiatrists are able to prescribe MDMA assisted therapy for patients suffering from PTSD and Psilocybin Assisted therapy for patients suffering from TRD. All products supplied to the Authorized Prescriber Program should be certified GMP as per the Therapeutic Goods Administration (TGA). Health Canada is only allowing Canadian companies with a DEL to be issued export permits to supply Australia.

Having a DEL will allow Optimi to offer its products into new international markets as regulations evolve.

Mind Medicine Australia: On February 28, 2023, the Company received signed purchase orders from Mind Medicine Australia Limited which it accepted with the intent of ensuring that patients in Australia with treatment resistant PTSD have access to medical grade GMP MDMA and patients with treatment resistant depression have access to GMP encapsulated psilocybin as part of prescribed assisted therapy administered by authorized psychiatrists. A long-term distribution agreement with Mind Medicine Australia Limited was also entered into, which is facilitating the distribution of Optimi’s products through a lead pharmaceutical distribution company and registered pharmacy networks in each State and Territory of Australia with full compliance with regulatory requirements in each jurisdiction. MDMA and psilocybin drug candidates have been encapsulated and packaged inside the Company’s Health Canada Licensed Facility in compliance with GMP standards and the first shipment of MDMA was fulfilled in August 2024 and deliveries have continued through fiscal 2025 and 2026.

Optimi Labs Inc.: The Company has acquired various analytical instrumentation which will facilitate rapid expansion of its research and development activities as well as ramp up in-house productivity and testing capabilities. With this equipment, the Company will be able to produce assays which includes potency testing via high-performance liquid chromatography including a diode array detector that allows for measuring multiple substances at multiple wavelengths (or components) simultaneously. Additional capabilities include stability and identity testing utilizing thin layer chromatography, ultraviolet-visible spectroscopy, and mass spectrometry.

The equipment includes stability chambers, a GC-MS-FID, an automatic capsule filler, back up HPLCs, equipment to support Optimi’s ICP-MS, back up equipment for formulating and all requisite equipment for conducting full panel microbial testing on its products. Upon installation of this equipment, Optimi will be in the position to conduct in-house analytical testing to produce a complete certificate of analysis (“COA”) for its psychedelic products and to begin full scale cannabis testing for licensed cannabis producers.

Results of Operations

Nine-Month Period Ended June 30, 2026

During the nine-month period ended June 30, 2026, the Company generated revenue of $239,700 (2025 – $490,330) and a net loss of $5,715,536 (2025 - $2,362,664). Revenue decreased compared to the prior-year period primarily because demand from pharmacies and clinics in Australia was fulfilled through the sell-through of product previously exported by the Company and already landed in-market, resulting in fewer new shipments during the period. The Company recognized $245,254 of previously deferred revenue during the period as supply agreements were fulfilled. The main factors that contributed to the loss in the fiscal period were amortization expense of $721,386, bank charges and interest of $787,245, consulting of $940,620, investor relations of $1,166,558 incurred primarily in connection with the Company's Nasdaq listing and U.S. public offering, and wages and benefits of $753,267.

During the period ended June 30, 2026, the Company issued 2,400,000 common shares in relation to an underwritten public offering to list its common shares on the Nasdaq Capital Market for gross proceeds of $20,700,000 (USD$15,000,000), before deducting underwriting discounts and offering expenses. In connection with the offering, the Company issued 96,000 warrants to the underwriter exercisable into a common share at $10.35 (USD$7.5) per warrant.

During the period ended June 30, 2026, the Company repaid $1,000,000 in loans and settled $450,000 in convertible debt through issuance of 100,000 common shares.

Subsequent to June 30, 2026, the Company:

·	Had 3,333 warrants expire unexercised
·	Repaid $1,000,000 in loans
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Period Ended June 30, 2025

During the nine-month period ended June 30, 2025, the Company generated revenue of $490,330 and a net loss of $2,362,664. The main factors that contributed to the loss in the fiscal period were amortization expense of $679,622, consulting of $614,887, research and development costs of $203,498, and wages and benefits of $858,934 offset by debt forgiveness recovery of $903,951 related to certain directors forgiving debts owed from the Company.

During the period ended June 30, 2025, the Company received $395,000 in proceeds from a private placement and received $908,000 in proceeds related to a convertible debt financing completed subsequent to the period ended June 30, 2025.

Selected Financial Information

The following table sets forth selected financial information with respect to the Company’s condensed interim consolidated financial statements for the period ended June 30, 2026, and 2025.

	Period ended June 30, 2026		Period ended June 30, 2025
Operations:
Revenue	239,700		490,330
Expenses	5,715,536		3,670,347
Interest and other income	7,358		7,629
Loss and comprehensive loss	( 5,552,091	)	( 2,362,664	)
Loss per share (basic and diluted)	( 1.55	)	( 0.74	)
Assets:
Current Assets	13,967,209		1,052,507
Non-Current Assets	11,893,955		13,083,358
Total Assets	25,861,164		14,135,865
Liabilities:
Current Liabilities	8,087,930		3,622,375
Non-Current Liabilities	135,195		2,761,000
Total Liabilities	8,223,125		6,383,375
Shareholders’ Equity	17,638,039		7,752,490
Total Liabilities and Shareholders’ Equity	25,861,164		14,135,865

All values are in US Dollars.

Selected of Quarterly Results

Quarter	June 30, 2026		March 31, 2026		December 31, 2025		September 30, 2025
Loss for the period	2,404,430		1,591,871		1,553,975		1,349,367
Loss per share	(0.56	)	(0.49	)	(0.48	)	(0.42	)
Total assets	25,861,164		13,509,676		14,236,203		15,212,645
Total liabilities	8,223,125		9,971,230		9,219,190		8,641,984
Quarter	June 30, 2025		March 31, 2025		December 31, 2024		September 30, 2024
Loss for the period	907,318		196,366		1,258,980		1,723,183
Loss per share	(0.28	)	(0.06	)	(0.40	)	(0.58	)
Total assets	14,135,865		13,721,204		14,004,097		14,551,035
Total liabilities	6,383,375		5,077,516		5,364,540		4,975,323

All values are in US Dollars.

Liquidity and Capital Resources

As at June 30, 2026, the Company had positive working capital of $5,879,279.

The Company had negative cash flow of $3,822,124 from operating activities during the period ended June 30, 2026.

During the nine-month period ended June 30, 2026, the Company raised $20,700,000 in gross proceeds from its public offering, repaid $1,000,000 in loans, spent $36,859 on plant and equipment additions and $38,700 on payments of lease obligations.

The Company’s future capital requirements will depend upon many factors including, without limitation, its ability to produce, market and sell its products, consumer demand for its products, the Company’s ability to secure required financing, and in the event consumer demand is strong for its products, the Company’s ability to expand its business to facilitate this demand. The Company has limited capital resources and has historically relied upon the sale of equity securities for cash required for research and development purposes, for acquisitions and to fund the administration of the Company. The Company intends to finance its future requirements through a combination of debt and/or equity issuances. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms.

Management has assessed the Company’s ability to continue as a going concern and has concluded that the Company has sufficient cash resources and expected cash flows to continue its operations and meet its obligations as they become due for at least the next twelve months from the date of these financial statements. These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Key Management Compensation and Related Party Transactions

During the periods ended June 30, 2026, and 2025, the Company incurred the following amounts charged by officers and directors (being key management personnel) and companies controlled and/or owned by officers and directors of the Company in addition to the related party transactions disclosed elsewhere in these consolidated financial statements:

	June 30, 2026 <br> <br>$	June 30, 2025 <br> <br>$
Consulting fees	431,779	449,234
Share-based compensation	45,742	—
	477,521	449,234

The Company has entered into a lease agreement with BC Green, as described in Note 7 of the condensed interim consolidation financial statements.

As at June 30, 2026, there was $1,584,178 (2025 - $524,326) owing to key management, which is included in due to related parties. The amounts are unsecured, without interest and due on demand.

During the period ended March 31, 2025, the Company received debt forgiveness of $903,951 from related parties.

During the year ended September 30, 2023, the Company received $1,000,000 in loan proceeds from a company controlled by a director (Note 11). As at June 30, 2026, the Company owed $1,000,000 (September 30, 2025 - $1,000,000) in principal and $322,050 (September 30, 2025 - $131,250) in accrued interest in relation to this loan.

During the year ended September 30, 2025, the Company received $3,450,000 in loan proceeds from two companies controlled by directors (Note 11). During the period ended June 30, 2026, the Company settled $450,000 in convertible debt through issuance of 100,000 common shares.

As at June 30, 2026, the Company owed $3,000,000 (September 30, 2025 - $3,450,000) in principal and $470,692 (September 30, 2025 $96,175) in accrued interest in relation to this loan recorded in due to related parties.

Proposed transactions

The Company has no proposed transactions.

Significant accounting judgements and estimates

The preparation of consolidated financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported revenues and expenses during the period. Actual results may differ from these estimates.

Significant estimates and judgments are evaluations and assumptions about the future and other sources of estimation uncertainty that management has made, which could result in a material adjustment to the carrying amounts of assets and liabilities. Significant estimates and judgments used in the preparation of these consolidated financial statements include, but are not limited to, the following:

Going concern

The assessment of whether the concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period.

Provisions and contingencies

The amount recognized as a provision, including legal, contractual, constructive, and other exposures or obligations, is the best estimate of the consideration required to settle the related liability, including any related interest charges, taking into account the risks and uncertainties surrounding the obligation. In addition, contingencies will only be resolved when one or more future events occur or fail to occur. Therefore, assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. The Company assesses its liabilities and contingencies based upon the best information available.

Impairment of plant and equipment

Management considers both external and internal sources of information in determining if there are any indications that the Company’s plant and equipment is impaired. Management considers the market, economic and legal environment in which the Company operates, that are not within its control and affect the recoverable amount of its plant. Management considers the manner in which the plant and equipment is being used or is expected to be used an indication of economic performance of the assets.

Valuation of inventory

Inventories are valued at the lower cost and net realizable value except for biological inventory which includes a fair value component. Purchased inventory is accounted for using the weighted average purchase cost of the components that comprise finished goods inventory. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs to sell.

Valuation of share-based payments

The Company uses the Black-Scholes option pricing model for valuation of share-based compensation. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves. The Company estimates volatility based on the Company’s historical share prices, excluding specific time frames in which volatility was affected by specific transactions that are not considered to be indicative of the entities’ expected share price volatility.

Biological assets and inventory

In calculating the value of the biological assets, management is required to make a number of estimates, including estimating the stage of growth of the mushrooms up to the point of harvest, harvesting costs, selling costs, sales price, wastage and expected yields for the mushrooms. In calculating final inventory values, management is required to determine an estimate of spoiled or expired inventory and compare the inventory cost versus net realizable value. The cost and fair value of biological assets are capitalized to the extent that their cost and fair value will be recoverable.

Loans payable

The identification of loan components is based on interpretation of the substance of the contractual arrangement and therefore requires judgment from management. The separation of the components affects the initial recognition of the loans payable at issuance and the subsequent recognition of interest on the liability component. The determination of the fair value of the liability component is also based on a number of assumptions, including contractual future cash flows and discount rate.

Estimated useful lives of property, plant and equipment

Depreciation of property, plant and equipment is dependent upon estimates of useful lives which are determined through the exercise of judgment.

Convertible debentures

Convertible debentures are compound financial instruments which contain a separate financial liability and equity component. The identification of such components embedded within a convertible note requires significant judgment given that it is based on the interpretation of the substance of the contractual arrangement at the time of issuance. The Company uses judgment to select the valuation methods and assumptions used in performing fair value calculations to determine the values attributed to each component of the financial instrument. These valuation estimates could be significantly different because of the use of judgement and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market.

Changes in Accounting Policies

There have been no changes to accounting policies during the period ended June 30, 2026.

Financial Instruments

a)	Categories of financial instruments

The classification of the financial instruments, as well as their carrying values, is shown below:

Fair value

The fair value recorded on initial recognition of financial assets and financial liabilities at amortized cost is determined in accordance with generally accepted pricing models based on discounted cash flow analysis or using prices from observable current market transactions.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivables, accounts payable and accrued liabilities, due to related parties, lease liabilities, loans payable, and convertible debentures. The fair values of these financial instruments approximate their carrying values due to the short-term nature of these instruments, with the exception of lease liabilities, loans payable and convertible debentures which are measured using Level 2 inputs.

b)	Management of financial risks

The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of these risks. These risks arise from the normal course of operations and all transactions undertaken are to support the Company’s ability to continue as a going concern. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below.

Interest rate risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. Interest rate risk is limited to potential decreases in the interest rate offered on cash held with chartered Canadian financial institutions. The Company considers this risk to be limited, as it holds no assets or liabilities subject to variable rates of interest.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and trade receivables. The Company limits exposure by maintaining its cash with major Canadian commercial banks and credit unions.

Liquidity risk

Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they become due. The Company is reliant upon equity issuances and loans as its main sources of cash. The Company manages liquidity risk by maintaining an adequate level of cash to meet its ongoing obligations. The Company continuously reviews its actual expenditures, forecasts cash flows and matches the maturity dates of its cash to capital and operating needs. All of the Company’s existing commitments are budgeted and funded as at the date of the consolidated financial statements. All financial liabilities have contractual maturities of less than one year and are subject to normal trade terms with the exception of the Company’s lease liabilities, which matures based on the lease agreement, and loans payable, which have terms ranging from one and a half to three years.

Currency risk

The Company is not exposed to financial risk related to the fluctuation of foreign exchange rates.

Commitments

The Company has lease commitments for the two cultivation and processing facilities located in Princeton, British Columbia. Cash commitments for minimum lease payments in relation to the facility leases as at June 30, 2026, are payable as follows:


Within 1 year	53,148
Between 1 year and 5 years	169,211
	222,359

All values are in US Dollars.

Disclosure of Outstanding Security Data

The Company has one class of shares outstanding, which is common shares. As of the date of this MD&A, 5,725,867 common shares were issued and outstanding. The Company also has 167,889 share purchase warrants, 98,665 stock options, and 13,875 RSRs outstanding.

Cautionary Statement About Forward-Looking Statements

Certain statements in this MD&A, constitute “forward-looking information” or “forward looking statements” (collectively, “forward looking statements”) within the meaning of applicable Canadian securities laws and are based on assumptions, expectations, estimates and projections as of the date of this MD&A. Forward-looking statements include statements with respect to projected growth rates, targets, plans, the Company’s future growth, results of operations, performance and business prospects and opportunities. The words “plans”, “expects”, “projected”, “estimated”, “forecasts”, “anticipates”, “intend”, “guidance”, “outlook”, “potential”, “prospects”, “seek”, “aim”, “strategy”, “targets” or “believes”, or variations of such words and phrases or statements that certain future conditions, actions, events or results “will”, “may”, “could”, “would”, “should”, “might” or “can”, or negative versions thereof, “occur”, “continue” or “be achieved”, and other similar expressions, identify forward-looking statements. Forward-looking statements are necessarily based upon management’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by the Company as of the date of such statements, are outside of the Company’s control and are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being entirely or partially incorrect or untrue. Forward looking statements contained in this MD&A are based on various assumptions, including, but not limited to the following: the Company’s ability to achieve its growth strategy; the demand for the Company’s products and fluctuations in future revenues; sufficiency of current working capital to support future operating and working capital requirements; the stability of general economic and market conditions; currency exchange rates and interest rates; equity and debt markets continuing to provide the Company with access to capital; the Company’s ability to comply with applicable laws and regulations; and the Company’s continued compliance with third party IP rights.

By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections, or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved.

Known and unknown risk factors, many of which are beyond the control of the Company, could cause the actual results of the Company to differ materially from the results, performance, achievements, or developments expressed or implied by such forward-looking statements. Such risk factors include but are not limited to those factors which are discussed in the Company’s prospectus dated May 19, 2026. The risk factors are not intended to represent a complete list of the factors that could affect the Company and the reader is cautioned to consider these and other factors, uncertainties, and potential events carefully and not to put undue reliance on forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All the forward-looking statements contained in this MD&A are qualified by these cautionary statements.

Other Information

Additional information relating to the Company is available for viewing on the Company’s web sites at www.optimi.net.

Exhibit 99.2

Optimi Health Corp.

Condensed interim consolidated financial statements

Nine Month Period Ended June 30, 2026

(Expressed in Canadian Dollars)

Unaudited

Optimi Health Corp.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
	Note	June 30,			September 30,
		2026			2025
		$			$
ASSETS
Current
Cash and cash equivalents	3		13,073,333			1,145,065
Accounts receivable			49,472			95,054
Inventory	4		293,052			310,388
Prepaids and advances	5		551,352			275,720
Total current assets			13,967,209			1,826,227
Deposits			17,548			17,548
Deferred financing costs			-			807,936
Plant and equipment	6		11,724,202			12,380,190
Right-of-use assets	7		152,205			180,744
Total assets			25,861,164			15,212,645
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities	8		1,411,900			1,390,980
Due to related parties	13		1,584,178			524,326
Deferred revenue	9		82,505			207,759
Current portion of lease liabilities	7, 13		30,347			26,045
Current portion of loans payable	10, 13		1,979,000			2,884,500
Convertible debentures	11, 13		3,000,000			3,450,000
Total current liabilities			8,087,930			8,483,610
Lease liability	7, 13		135,195			158,374
Total liabilities			8,223,125			8,641,984
Shareholders’ equity
Share capital	12		47,593,324			31,691,943
Reserves	12		1,404,716			2,120,398
Accumulated deficit			(31,360,001	)		(27,241,680	)
Total shareholders’ equity			17,638,039			6,570,661
Total liabilities and shareholders’ equity			25,861,164			15,212,645
Approved and authorized by the Board on August 14, 2026
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"Jason Mosberian"	Director	"John<br> James Wilson"	Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements

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| --- | | Optimi Health Corp. | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Condensed Interim Consolidated Statements of Loss and Comprehensive Loss | | | | | | | | | | | | | | | (Expressed in Canadian Dollars) | | | | | | | | | | | | | | | | Note | | | | | | | | | | | | | | | | 9 – month Period Ended June 30, 2026 | | | 9 – month Period Ended June 30, 2025 | | | 3 – month period ended June 30, 2026 | | | 3 – month period ended June 30, 2025 | | | | | | $ | | | $ | | | $ | | | $ | | | | Revenue | | | 239,700 | | | 490,330 | | | 140,200 | | | 196,389 | | | Cost of sales | 4 | | (83,613 | ) | | (94,227 | ) | | (73,577 | ) | | (14,456 | ) | | Gross margin | | | 156,087 | | | 396,103 | | | 66,623 | | | 181,933 | | | Expenses | | | | | | | | | | | | | | | Advertising, promotion and public relations | | | 34,531 | | | 41,148 | | | 24,496 | | | 1,729 | | | Amortization and depreciation | 6, 7 | | 721,386 | | | 679,622 | | | 229,859 | | | 226,601 | | | Bank charges and interest | 7,10,11 | | 787,245 | | | 329,192 | | | 271,680 | | | 109,744 | | | Consulting | 13 | | 940,620 | | | 614,887 | | | 403,093 | | | 198,383 | | | Consumables, supplies and overhead | | | 154,488 | | | 149,736 | | | 59,523 | | | 17,572 | | | Insurance | | | 271,917 | | | - | | | 146,627 | | | - | | | Investor relations | | | 1,166,558 | | | 136,430 | | | 708,042 | | | 38,036 | | | Office, rent and administration | | | 137,973 | | | 97,305 | | | 45,487 | | | 18,348 | | | Professional fees | | | 82,505 | | | 309,977 | | | 48,372 | | | 171,871 | | | Research and development | | | 204,801 | | | 203,498 | | | 117,507 | | | 1,500 | | | Share-based compensation | 12, 13 | | 151,454 | | | 45,940 | | | 37,823 | | | 1,120 | | | Shipping | | | 55,981 | | | 62,189 | | | 41,043 | | | 16,765 | | | Transfer agent and filing fees | | | 197,827 | | | 115,184 | | | 83,785 | | | 40,450 | | | Travel and accommodation | | | 54,983 | | | 26,305 | | | 32,425 | | | 7,408 | | | Wages and benefits | | | 753,267 | | | 858,934 | | | 223,236 | | | 239,931 | | | | | | (5,715,536 | ) | | (3,670,347 | ) | | (2,472,998 | ) | | (1,089,458 | ) | | Interest and other income | 3 | | 7,358 | | | 7,629 | | | 1,945 | | | 207 | | | Debt forgiveness | 13 | | - | | | 903,951 | | | - | | | - | | | Loss and comprehensive loss for the period | | | (5,552,091 | ) | | (2,362,664 | ) | | (2,404,430 | ) | | (907,318 | ) | | Loss per share | | | | | | | | | | | | | | | Basic and diluted | | $ | (1.55 | ) | $ | (0.74 | ) | $ | (0.56 | ) | | (0.28 | ) | | Weighted average number of common shares outstanding | | | | | | | | | | | | | | | Basic and diluted | | | 3,577,147 | | | 3,192,117 | | | 4,296,801 | | | 3,221,272 | |

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

| 2 |

| --- | | Optimi Health Corp. | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | Condensed Interim Consolidated Statements of Cash Flows | | | | | | | | (Expressed in Canadian Dollars) | | | | | | | | | 9-month <br>Period Ended June 30, 2026 | | | 9-month <br>Period Ended June 30, 2025 | | | | | $ | | | $ | | | | CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | Net loss for the period | | (5,552,091 | ) | | (2,362,664 | ) | | Add back non-cash items | | | | | | | | Amortization and depreciation | | 721,386 | | | 679,622 | | | Share-based compensation | | 151,454 | | | 45,940 | | | Loan accretion | | 94,500 | | | - | | | Lease interest | | 19,823 | | | 134,500 | | | Debt forgiveness | | - | | | 1,472 | | | | | | | | (903,951 | ) | | Changes in non-cash working capital items | | | | | | | | Accounts Receivable | | 45,582 | | | 130,626 | | | Inventory | | 17,336 | | | 235,881 | | | Deferred revenue | | (125,254 | ) | | 59,698 | | | Prepaids and advances | | (275,632 | ) | | 175,610 | | | Due to related party | | 1,059,852 | | | 507,421 | | | Accounts payable and accrued liabilities | | 20,920 | | | 307,231 | | | Cash used in operating activities | | (3,822,124 | ) | | (1,249,866 | ) | | CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | Plant and equipment expenditures | | (36,859 | ) | | (15,551 | ) | | Cash used in investing activities | | (36,859 | ) | | (15,551 | ) | | CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | Shares issued for public offering | | 20,700,000 | | | - | | | Share issue costs | | (3,874,049 | ) | | - | | | Repayment of loans payable | | (1,000,000 | ) | | | | | Shares issued for private placement | | - | | | 395,000 | | | Subscriptions received in advance | | - | | | 908,000 | | | Payment of lease obligations | | (38,700 | ) | | (31,500 | ) | | Deferred financing costs | | - | | | (21,210 | ) | | Cash provided by financing activities | | 15,787,251 | | | 1,250,290 | | | Change in cash and cash equivalents during the period | | 11,928,268 | | | (15,127 | ) | | Cash and cash equivalents, beginning of period | | 1,145,065 | | | 103,660 | | | Cash and cash equivalents, end of period | | 13,073,333 | | | 88,533 | | | SUPPLEMENTAL INFORMATION | | | | | | | | Plant and equipment costs included in accounts payable | $ | 14,381 | | $ | 82,631 | | | Deferred financing costs reclassified to share-issue costs | $ | 807,936 | | | - | | | Shares issued for settlement of debt | | 450,000 | | $ | 98,502 | | | Transfer from reserves to deficit on cancellation of options | $ | 1,433,770 | | $ | 34,429 | | | Transfer from reserves to share capital on exercise of RSRs | $ | 40,238 | | | - | | | Deferred financing costs included in accounts payable | | - | | $ | 407,771 | |

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

| 3 |

| --- | | Optimi Health Corp. | | --- | | Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity | | (Expressed in Canadian Dollars) | | | Common Shares | | | Share Capital | | | Reserves | | | Accumulated Deficit | | | Total Equity | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | $ | | | $ | | | $ | | | $ | | | | Balance, October 1, 2024 | 3,155,446 | | | 31,158,441 | | | 2,028,102 | | | (23,610,831) | | | 9,575,712 | | | | Shares issued for private placement | 43,889 | | | 395,000 | | | - | | | - | | | 395,000 | | | | Shares issued for settlement of debt | | 15,272 | | | 98,502 | | | | | | | | | 98,502 | | | Transfer from reserves to deficit on cancellation of options | | - | | | - | | | (34,429 | ) | | 34,429 | | | - | | | Share-based compensation | | 6,667 | | | 40,000 | | | 5,940 | | | - | | | 45,940 | | | Loss and comprehensive loss for the period | | - | | | - | | | - | | | (2,362,664 | ) | | (2,362,664 | ) | | Balance, June 30, 2025 | | 3,221,274 | | | 31,691,943 | | | 1,999,613 | | | (25,939,066 | ) | | 7,752,490 | | | Balance, October 1, 2025 | | 3,221,274 | | | 31,691,943 | | | 2,120,398 | | | (27,241,680 | ) | | 6,570,661 | | | Rounding partial shares – share consolidation | | (32 | ) | | - | | | - | | | - | | | - | | | Shares issued for public offering | | 2,400,000 | | | 20,700,000 | | | - | | | - | | | 20,700,000 | | | Share-issue costs | | - | | | (5,288,857 | ) | | 606,872 | | | - | | | (4,681,985 | ) | | Shares issued on conversion of RSRs | | 4,625 | | | 40,238 | | | (40,238 | ) | | - | | | - | | | Shares issued on conversion of convertible debt | | 100,000 | | | 450,000 | | | - | | | - | | | 450,000 | | | Transfer from reserves to deficit on cancellation of options | | - | | | - | | | (1,433,770 | ) | | 1,433,770 | | | - | | | Share-based compensation | | - | | | - | | | 151,454 | | | - | | | 151,454 | | | Loss and comprehensive loss for the period | | - | | | - | | | - | | | (5,552,091 | ) | | (5,552,091 | ) | | Balance, June 30, 2026 | | 5,725,867 | | | 47,593,324 | | | 1,404,716 | | | (31,360,001 | ) | | 17,638,039 | |

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

| 4 |

| --- |

| **Optimi Health Corp.** |

| --- | | Notes to the Condensed interim consolidated financial statements | | Period ended June 30, 2026 | | (Expressed in Canadian Dollars) | | 1. | Nature of Operations and Going Concern | | --- | --- |

Optimi Health Corp. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on May 27, 2020, under the name 1251417 B.C. Ltd. The Company changed its name from 1251417 B.C. Ltd. to Optimi Health Corp. on August 17, 2020.

The Company is licensed by Health Canada to produce and supply natural GMP-grade psilocybin, psilocin, and other psychedelic substances, some being synthetically formulated, as well as functional mushrooms that focus on domestic and international health and wellness markets. Built with the purpose of producing scalable psychedelic and functional mushroom products for transformational human experiences, the Company's products are grown at its two facilities comprising a total of 20,000 square feet in Princeton, British Columbia. Focused on being a compassionate supplier of safe drug and nutraceutical products, the Company works with consumers, health food distributors, and drug developers and patients regulated by Health Canada.

On May 19, 2026, the Company executed a 1 for 30 reverse stock split (the “Reverse Stock Split”) of all outstanding common shares, warrants, stock options, RSRs, and convertible debentures. All references to share and per-share information, warrants, stock options, RSRs, and convertible debentures in these financial statements have been adjusted to reflect the effects of the Reverse Stock Split. No fractional shares were issued, and all fractional balances were rounded.

The registered and records office is located at 2054 Dowad Drive, Squamish, British Columbia, Canada, V8B 0Y8.

2.	Basis of Presentation

a)	Statement of compliance

These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB") and the interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"s). They do not include all disclosures required by IFRS Accounting Standards ("IFRS") for annual financial statements, and, therefore, should be read in conjunction with the Company’s audited consolidated financial statements for the year ended September 30, 2025, prepared in accordance with IFRS as issued by the IASB. Material accounting policies not included in the audited consolidated financial statements for the year ended September 30, 2025 are described below.

These condensed interim consolidated financial statements were authorized by the Audit Committee and Board of Directors of the Company (the “Board”) on August 14, 2026.

b)	Basis of presentation

These condensed Interim consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments, which are measured at fair value. These condensed Interim consolidated financial statements are presented in Canadian dollars, which is the Company and its subsidiaries’ functional currency.

c)	Basis of consolidation

These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries’ with intercompany balances and transactions eliminated on consolidation. Subsidiaries are those entities over which the Company has the power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. As of June 30, 2026, the Company has 100% ownership interest in Optimi Labs Inc. and Optimi Nutraceuticals Corp.

| 5 |

| --- |

| **Optimi Health Corp.** |

| --- | | Notes to the Condensed interim consolidated financial statements | | Period ended June 30, 2026 | | (Expressed in Canadian Dollars) | | d) | Significant accounting judgments and estimates | | --- | --- |

The preparation of condensed interim consolidated financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed interim consolidated financial statements and the reported revenues and expenses during the period. Actual results may differ from these estimates.

Significant estimates and judgments are evaluations and assumptions about the future and other sources of estimation uncertainty that management has made, which could result in a material adjustment to the carrying amounts of assets and liabilities. Significant estimates and judgments used in the preparation of these condensed interim consolidated financial statements include, but are not limited to, the following:

Going concern

Provisions and contingencies

Impairment of Plant and equipment

Management considers both external and internal sources of information in determining if there are any indications that the Company’s Plant and equipment is impaired. Management considers the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of its plant. Management considers the manner in which the Plant and equipment is being used or is expected to be used an indication of economic performance of the assets.

Valuation of inventory

Valuation of share-based payments

| 6 |

| --- |

| **Optimi Health Corp.** |

| --- | | Notes to the Condensed interim consolidated financial statements | | Period ended June 30, 2026 | | (Expressed in Canadian Dollars) |

Inventory

In calculating final inventory values, management is required to determine an estimate of spoiled or expired inventory and compare the inventory cost versus net realizable value. The cost and fair value of biological assets are capitalized to the extent that their cost and fair value will be recoverable.

Estimated useful lives of Plant and equipment

Depreciation of Plant and equipment is dependent upon estimates of useful lives which are determined through the exercise of judgment.

3.	Cash and Cash Equivalents

Cash and cash equivalents consist of the following:

	Maturity	Classification	June 30, 2026	September 30, 2025
Cash	N/A	Cash	13,068,333	1,140,065
Term deposit – prime – 2%	Demand	Cash equivalent	5,000	5,000
			13,073,333	1,145,065

All values are in US Dollars.

During the period ended June 30, 2026, the Company earned $7,358 (June 30, 2025 - $7,629) in interest income.

4.	Inventory

Inventory consists of the Company’s finished goods functional mushroom nutraceutical products, drug products, harvested mushrooms and raw materials.

	June 30, 2026	September 30, 2025
Finished goods drug products	37,776	47,812
Mushroom biomass	242,576	262,576
Raw materials	12,700	-
	293,052	310,388

All values are in US Dollars.

As at June 30, 2026, the Company holds 156kg (September 30, 2025 - 156kg) in harvested mushroom biomass.

Cost of sales consists of the following:

	June 30, 2026	June 30, 2025
Finished goods drug products	83,613	24,318
Finished goods nutraceutical products	-	65,741
Other	-	4,168
	83,613	94,227

All values are in US Dollars.

| 7 |

| --- |

| **Optimi Health Corp.** |

| --- | | Notes to the Condensed interim consolidated financial statements | | Period ended June 30, 2026 | | (Expressed in Canadian Dollars) | | 5. | Prepaids and Advances | | --- | --- |

Prepaids and advances consist of the following:

	June 30, 2026	September 30, 2025
Prepaid consulting fees	-	17,708
Prepaid insurance	-	83,875
Prepaid inventory deposit	126,000	-
Prepaid investor relation fees	452,352	148,291
Prepaid licensing fees	-	13,415
Prepaid transfer agent and filing fees	-	12,431
	551,352	275,720

All values are in US Dollars.

6.	Plant and equipment

The Company’s two cultivation and processing facilities located in Princeton, British Columbia (the “Princeton Facilities”). The Princeton Facilities were considered substantially complete on June 27, 2022 and depreciation commenced on the plant.

	Equipment	Plant	Total
Cost
September 30, 2025	1,769,878	13,370,246	15,140,124
Additions	36,859	-	36,859
June 30, 2026	1,806,737	13,370,246	15,176,983
Accumulated depreciation
September 30, 2025	1,021,389	1,738,545	2,759,934
Additions	292,840	400,007	692,847
June 30, 2026	1,314,229	2,138,552	3,452,781
Net book value
September 30, 2025	748,489	11,631,701	12,380,190
June 30, 2026	492,508	11,231,694	11,724,202

All values are in US Dollars.

7.	Right-of-Use Assets and Lease Liabilities

The Company has a lease agreement with BC Green Pharmaceuticals Inc. (“BC Green”), a company related by a common director and common officers, whereby the Company has leased industrial land from BC Green on which to build its Princeton Facilities (Note 13). During the year ended September 30, 2025, the Company renewed its lease with BC Green for a period of five years with a lease payment of $4,300 per month.

The continuity of the ROU assets and lease liability are as follows:

ROU asset	Total
ROU asset as at September 30, 2024	22,017
Additions	190,257
Amortization	(31,530	)
ROU asset as at September 30, 2025	180,744
Amortization	(28,539	)
ROU asset as at June 30, 2026	152,205

All values are in US Dollars.

| 8 |

| --- |

| **Optimi Health Corp.** |

| --- | | Notes to the Condensed interim consolidated financial statements | | Period ended June 30, 2026 | | (Expressed in Canadian Dollars) | | Lease liability | Total | | | --- | --- | --- | | Lease liability as at September 30, 2024 | 32,781 | | | Additions | 190,257 | | | Lease payments | (47,176 | ) | | Lease interest | 8,557 | | | Lease liability as at September 30, 2025 | 184,419 | | | Lease payments | (38,700 | ) | | Lease interest | 19,823 | | | Lease liability as at June 30, 2026 | 165,542 | |

All values are in US Dollars.

	June 30, 2026	September 30, 2025
Current portion	30,347	26,045
Long-term	135,195	158,374
	165,542	184,419

All values are in US Dollars.

8.	Accounts payable and accrued liabilities

Accounts payable and accrued liabilities are composed of the following:

	June 30, 2026	September 30, 2025
Accounts payable	1,344,400	1,185,684
Accrued liabilities	67,500	205,296
	1,411,900	1,390,980

All values are in US Dollars.

9.	Deferred Revenue

Deferred revenue relates to deposits received in advance of fulfilling certain supply agreements.

Deferred revenue
Deferred revenue as at September 30, 2024	116,391
Deposits received	236,878
Revenue fulfilled	(145,510	)
Deferred revenue as at September 30, 2025	207,759
Deposits received	120,000
Revenue fulfilled	(245,254	)
Deferred revenue as at June 30, 2026	82,505

All values are in US Dollars.

| 9 |

| --- |

| **Optimi Health Corp.** |

| --- | | Notes to the Condensed interim consolidated financial statements | | Period ended June 30, 2026 | | (Expressed in Canadian Dollars) |

10.	Loans payable

The Company owes $2,000,000 loans payable with an interest rate of 7.5% secured against the assets of the Company.

During the period ended June 30, 2026, the Company repaid $1,000,000 in loans, recorded $281,643 (2025 - $168,750) in interest expense of which $322,050 (2025 - $168,750) was accrued interest payable recorded in accounts payable and accrued liabilities, and recorded loan accretion of $94,500 (2025 - $134,500) in relation to these loans. Subsequent to June 30, 2026, the Company repaid an additional $1,000,000 in loans (Note 18).

Loans
Loans as at September 30, 2024	2,718,500
Loan accretion	166,000
Loans as at September 30, 2025	2,884,500
Loan repayment	(1,000,000	)
Loan accretion	94,500
Loans as at June 30, 2026	1,979,000
Classified as current	1,979,000
Classified as long-term	-

All values are in US Dollars.

The maturity dates of these loans are as follows:

Maturity date
August 4, 2026	1,000,000
August 31, 2026	1,000,000
	2,000,000

All values are in US Dollars.

11.	Convertible debentures

During the year ended September 30, 2025, the Company received $3,450,000 in cash proceeds through the issuance of convertible debentures bearing an interest rate of 15% per annum, maturing July 24, 2026. The convertible debt was issued to two corporations controlled by directors of the Company (Note 13). The principal amount of the debt is convertible into common shares of the Company at a conversion price of $4.50 per share. The Company determined that the fair value of the liability component was equal to the face value of the debt, and that the equity portion of the convertible debt was valued at $nil using the residual value method.

During the period ended June 30, 2026, the Company settled $450,000 in convertible debt through issuance of 100,000 common shares (Note 12). During the period ended June 30, 2026, the Company accrued interest of $387,062 (2025 - $nil) which is recorded as due to related party at June 30, 2026.

12.	Share Capital

a)	Authorized

Unlimited number of common shares without par value.

b)	Issued and outstanding

The total issued and outstanding share capital as at June 30, 2026 consisted of 5,725,867 common shares without par value.

During the period ended June 30, 2026, the Company:

·	Issued 4,625 common shares valued at $40,238 on exercise of restricted share rights<br>(“RSRs”).
·	Issued 2,400,000 common shares in relation to an underwritten public offering<br>to list its common shares on the Nasdaq Capital Market for gross proceeds of $20,700,000 (USD$15,000,000), before deducting underwriting<br>discounts and offering expenses. In connection with the offering, the Company issued 96,000 warrants to the underwriter exercisable into<br>a common share at $10.35 (USD$7.5) per warrant.
---	---
·	Issued 100,000 common shares on settlement of $450,000 in convertible debt (Note<br>11).
---	---

| 10 |

| --- |

| **Optimi Health Corp.** |

| --- | | Notes to the Condensed interim consolidated financial statements | | Period ended June 30, 2026 | | (Expressed in Canadian Dollars) |

During the period ended June 30, 2025, the Company:

·	Issued 43,889 units pursuant to a private placement for gross proceeds of $395,000.<br>Each Unit is comprised of one common share in the capital of the Company and one-half of one transferable Common Share purchase warrant<br>(”Warrant”). Each Warrant entitles the holder to acquire one Common Share at $12.00 for two years from the date of issuance,<br>subject to an accelerated expiry provision, whereby in the event the closing price of the Company’s Common Shares on the Canadian<br>Securities Exchange exceeds $15.00 for a period of 20 consecutive trading days, at the Company’s election, the period within which<br>the Warrants are exercisable, will be reduced and the holders of the Warrants will be entitled to exercise their Warrants for a period<br>of 30 days commencing on the day the Company provides notice, any outstanding Warrants not exercised during the 30 day period will expire.
·	Issued 15,272 common shares valued at $98,502 for settlement of debt.
---	---
·	Issued 6,667 common shares valued at $40,000 for consulting services recorded<br>as share-based compensation.
---	---
c)	Warrants
---	---

During the period ended June 30, 2026, the Company issued 96,000 warrants valued at $606,872 recorded as share-issue costs in relation to the underwritten public offering. The weighted average inputs to the Black-Scholes pricing model for the options issued above were as follows: stock price – $8.63, exercise price – $10.35, expected life – 5 years, volatility – 100%, and discount rate – 3.14%.

Warrant transactions are summarized as follows:

			Weighted average exercise price
Balance, September 30, 2024	106,610		$	12.28
Issued	35,278		$	10.30
Balance, September 30, 2025	141,888		$	11.79
Issued	96,000		$	10.35
Expired	(66,666	)	$	12.00
Balance, June 30, 2026	171,222		$	10.90

The following is a summary of warrants as at June 30, 2026:

Expiry date	Exercise <br>price
August 4, 2026 (1)	$	15.00	3,333	0.10
August 29, 2026	$	15.00	3,333	0.16
November 1, 2026	$	15.00	3,333	0.34
August 15, 2026	$	12.00	29,945	0.13
January 24, 2027	$	12.00	21,945	0.57
July 17, 2027	$	7.50	13,333	1.05
May 21, 2031	$	10.35	96,000	4.89
	$	10.90	171,222	2.93

(1)	3,333 warrants expired subsequent to the period ended June 30, 2026 (Note 18).

d)	Equity incentive plan

The Company has an equity incentive plan (“EIP”) under which the Board may, from time to time in its discretion, grant stock options, RSRs or deferred share units of the Company to its directors, officers, employees, consultants, and advisors. The aggregate number of common shares that may be subject to issuance under the EIP, together with any other securities-based compensation arrangements of the Company, shall not exceed 15% of the Company’s issued and outstanding share capital.

Stock options

The EIP authorizes the Board to grant options to eligible directors and employees (including officers). The number of options, the exercise price per option, the vesting period, and any other terms and conditions of options granted from time to time pursuant to the EIP, are determined by the Board at the time of the grant, subject to the defined parameters of the EIP. Unless otherwise determined by the Board, stock options will have a term of five years and 25% of the options granted will vest immediately, and 25% will vest each six-month period thereafter.

| 11 |

| --- |

| **Optimi Health Corp.** |

| --- | | Notes to the Condensed interim consolidated financial statements | | Period ended June 30, 2026 | | (Expressed in Canadian Dollars) |

During the period ended June 30, 2026, the Company granted 28,333 stock options with an exercise price of $15.00 per option and a term of 5 years. These options vest 25% on the grant date and 25% every year thereafter. The weighted average inputs to the Black-Scholes pricing model for the options issued above were as follows: stock price – $8.70, exercise price – $15.00, expected life – 5 years, volatility – 100%, and discount rate – 2.95%.

During the period ended June 30, 2025, the Company granted no stock options.

During the period ended June 30, 2026, the Company recorded $77,672 (2025 - $1,120) in share-based compensation expense due to the vesting of options.

Options transactions are summarized as follows:

			Weighted average exercise price
Balance, September 30, 2024	130,500		$	39.39
Granted	63,333		$	6.56
Forfeited	(5,833	)	$	45.00
Balance, September 30, 2025	188,000		$	28.16
Granted	28,333		$	15.00
Expired	(117,668	)	$	40.30
Balance, June 30, 2026	98,665		$	9.90

The following is a summary of stock options as at June 30, 2026:

Expiry date	Exercise <br>price
March 29, 2028	$	19.50	333	333	1.75
April 26, 2028	$	19.50	3,333	3,333	1.82
November 1, 2028	$	19.50	3,333	3,333	2.34
August 20, 2028	$	4.95	23,333	23,333	2.14
August 20, 2028	$	6.00	20,000	20,000	2.14
August 20, 2028	$	9.00	20,000	20,000	2.14
January 15, 2031	$	15.00	28,333	7,083	4.55
	$	9.90	98,665	77,415	2.83

Restricted share rights

The EIP authorizes the Board to grant RSRs, in its sole and absolute discretion, to any eligible employee or director. Each RSR provides the recipient with the right to receive common shares of the Company for no additional consideration as compensation for past services or as an incentive for future services. The terms, including the vesting period of the RSRs, are determined at the sole discretion of the Board.

During the period ended June 30, 2026, the Company granted 18,500 RSRs to directors, officers, consultants, and advisors valued at $160,950. These RSRs vest as follows: 25% on the grant date and 25% every year thereafter. During the period ended June 30, 2026, the Company recorded $73,782 (June 30, 2025 - $nil) in share-based compensation related to the vesting of these RSRs. During the period ended June 30, 2026, 4,625 (June 30, 2025 – nil) RSRs vested and were converted into common shares.

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| **Optimi Health Corp.** |

| --- | | Notes to the Condensed interim consolidated financial statements | | Period ended June 30, 2026 | | (Expressed in Canadian Dollars) | | 13. | Key Management Compensation and Related Party Transactions | | --- | --- |

During the period ended June 30, 2026 and 2025, the Company incurred the following amounts charged by officers and directors (being key management personnel) and companies controlled and/or owned by officers and directors of the Company in addition to the related party transactions disclosed elsewhere in these condensed interim consolidated financial statements:

	June 30, 2026	June 30, 2025
Consulting fees	431,779	449,234
Share-based compensation	45,742	-
	477,521	449,234

All values are in US Dollars.

The Company has entered into a lease agreement with BC Green, as described in Note 7.

As at June 30, 2026, there was $1,584,178 (2025 - $524,326) owing to key management, which is included in due to related parties. The amounts are unsecured, without interest and due on demand.

During the period ended March 31, 2025, the Company received debt forgiveness of $903,951 from related parties.

14.	Financial Instruments

a)	Categories of financial instruments

The classification of the financial instruments, as well as their carrying values, is shown below:

Fair value

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

The Company’s financial instruments consist of cash and cash equivalents, trade receivables, accounts payable and accrued liabilities, due to related parties, lease liabilities and loans payable. The fair values of these financial instruments approximate their carrying values due to the short-term nature of these instruments, with the exception of lease liabilities and loans payable which are measured using Level 2 inputs.

b)	Management of financial risks

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| **Optimi Health Corp.** |

| --- | | Notes to the Condensed interim consolidated financial statements | | Period ended June 30, 2026 | | (Expressed in Canadian Dollars) |

Interest rate risk

Credit risk

Liquidity risk

Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they become due. The Company is reliant upon equity issuances and loans as its main sources of cash. The Company manages liquidity risk by maintaining an adequate level of cash to meet its ongoing obligations. The Company continuously reviews its actual expenditures, forecasts cash flows and matches the maturity dates of its cash to capital and operating needs. All of the Company’s existing commitments are budgeted and funded as at the date of the condensed interim consolidated financial statements. All financial liabilities have contractual maturities of less than one year and are subject to normal trade terms with the exception of the Company’s lease liabilities, which matures based on the lease agreement, and loans payable, which have terms ranging from one and a half to three years.

Currency risk

The Company is not exposed to financial risk related to the fluctuation of foreign exchange rates.

15.	Capital Disclosure

The capital structure of the Company consists of equity attributable to common shareholders comprising share capital, reserves, and deficit. The Company’s objectives when managing capital are to: (i) preserve capital; (ii) obtain the best available net return; and (iii) maintain liquidity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, or acquire or dispose of assets. The Company is not subject to externally imposed capital restrictions. There have been no changes in the Company’s capital management during the period ended June 30, 2026.

16.	Segment Reporting

For the period ended June 30, 2026, the Company has one reportable operating segment, being that of farming, processing and distribution of raw mushroom biomass, mushroom extracts, manufacturing of drug products, and mushroom supplements. The Company’s non-current assets at June 30, 2026 are all in Canada.

17.	Commitments

The Company has lease commitments for the Princeton Facilities (Note 7). Cash commitments for minimum lease payments in relation to the facility leases as at June 30, 2026, are payable as follows:


Within 1 year	53,148
Between 1 year and 5 years	169,211
	222,359

All values are in US Dollars.

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| **Optimi Health Corp.** |

| --- | | Notes to the Condensed interim consolidated financial statements | | Period ended June 30, 2026 | | (Expressed in Canadian Dollars) |

18.	Events after the Reporting Period

Subsequent to June 30, 2026, the Company:

·	Had 3,333 warrants expire unexercised (Note 12)
·	Repaid $1,000,000 in loans (Note 10)
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OPTH 6-K