Table of Contents As filed with the U.S. Securities and Exchange Commission on February 17, 2026. Registration No. 333-290086 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OPTIMI HEALTH CORP. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's Name into English) British Columbia 2834 Not Applicable (State or other jurisdiction of incorporation or organi ...

Core Viewpoint - Psyence Biomedical Ltd. has entered into a Put Option Agreement with PsyLabs, positioning the company for significant future equity participation in a leading manufacturer of pharmaceutical-grade psychedelics, ensuring a reliable supply as commercialization progresses [1][3]. Group 1: Put Option Agreement Details - The Put Option Agreement allows PsyLabs to require Psyence BioMed to make further equity investments through a share-for-share exchange at fair market value, forming part of a broader strategic relationship [2][4]. - This agreement provides Psyence BioMed with a structured opportunity to acquire a significant equity stake in PsyLabs while securing a reliable supply of pharmaceutical-grade psychedelics for future clinical programs [3][4]. Group 2: Strategic and Commercial Benefits - The agreement enhances Psyence BioMed's clinical development pathway by mitigating supply-chain and regulatory risks, allowing the company to maintain financial flexibility without significant upfront capital deployment [4][5]. - PsyLabs is recognized as one of the most advanced manufacturers of pharmaceutical-grade psychedelic compounds, with expertise in scalable, GMP-compliant production [3][6]. Group 3: Company Background - Psyence Biomedical Ltd. is a vertically integrated biopharmaceutical company focused on developing nature-derived psilocybin and ibogaine therapies to address unmet mental health needs, being the first of its kind listed on Nasdaq [8]. - PsyLabs is federally licensed to cultivate and export various psychedelic compounds, including psilocybin and ibogaine, to legal medical and research markets, with successful exports to multiple countries [6][7].

Core Viewpoint - Optimi Health Corp. is implementing equity compensation and marketing initiatives to support its growth strategy and enhance market awareness [1] Equity Incentive Grants - The company has approved the grant of 850,000 stock options and 555,000 restricted share rights to directors, officers, employees, and key individuals [2] - The stock options are exercisable for five years at an exercise price of $0.50 per common share, while the restricted share rights will convert into common shares without additional consideration [3] Marketing and Sponsored Research Initiatives - Optimi has entered into a research sponsorship agreement with Diamond Equity Research LLC to provide independent research coverage, including an initiation report and financial valuation model [4] - Research coverage will be distributed through various financial and social media platforms such as FactSet, LinkedIn, Yahoo Finance, and Google Finance [5] Marketing and Investor Awareness Services - The company has engaged Native Ads Inc. for investor awareness and promotional services, with a digital media campaign set to begin in Q1 2026 and last up to 24 months [6] - A budget of up to US$350,000 has been approved for the digital advertising campaign aimed at increasing awareness of the company's MDMA and psilocybin products [7][8] Company Overview - Optimi Health Corp. is a GMP-compliant pharmaceutical drug manufacturer licensed by Health Canada, operating from two facilities in British Columbia [9]

Core Insights - Psyence Biomedical Ltd. has achieved a significant milestone by becoming the first Nasdaq-listed company to produce GMP-compliant, high-purity ibogaine hydrochloride derived from ethically sourced materials in Africa [2][3] - The production of ibogaine HCl enhances the stability, solubility, purity, and dosing precision of the compound, aligning it with pharmaceutical development requirements [2] - The company is well-positioned for growth entering 2026, with a cash balance of $12 million, no debt, and a Phase 2b psilocybin clinical trial in progress [3] Company Developments - The CEO of Psyence BioMed emphasized that the successful production of GMP-compliant ibogaine HCl supports the company's vertically integrated strategy and long-term objectives [3] - A change in the Board of Directors occurred with the resignation of Christopher Bull and the appointment of Graham Patrick, who brings extensive experience in governance and compliance [4] Company Overview - Psyence Biomedical Ltd. is a multi-asset, vertically integrated biopharmaceutical company focused on developing nature-derived psilocybin and ibogaine-based psychedelic therapeutics [5] - The company aims to address unmet mental health needs through evidence-based approaches and is committed to developing FDA-approved treatments for various mental health disorders [5]

Core Insights - Psyence Biomedical Ltd. is the first publicly listed company to investigate the potential impact of psilocybin on longevity, collaborating with researchers in South Africa [1][6] - The initiative aims to explore psilocybin's effects on biological markers associated with aging, which could redefine human longevity and transform aging [1][6] Industry Context - Longevity science is gaining global attention due to aging populations and rising healthcare costs, with public figures like Bryan Johnson promoting psychedelic therapies for longevity [2][6] - Scientific literature supports the intersection of psychedelics and aging biology, with preclinical research indicating that psilocin can extend survival in aged mouse models and increase the lifespan of human cells by over 50% [2] Research Initiative - Psyence BioMed is developing a preclinical protocol to evaluate psilocybin's influence on biological mechanisms related to aging, focusing on biomarkers of cellular stress, inflammation, and mitochondrial function [3] - The research will be led by Dr. Tanya Calvey, a recognized neuroscientist specializing in neuropsychopharmacology, to rigorously investigate the effects of psilocybin on aging [4][5] Strategic Positioning - The initiative complements Psyence BioMed's existing clinical programs, including psilocybin-assisted therapy trials for palliative care patients, advancing the company's mission to explore the therapeutic potential of psilocybin and ibogaine [7] - The company is positioned at the forefront of a new therapeutic arena, with significant interest in understanding how psilocybin may influence biological aging [6]

Core Viewpoint - Psyence Biomedical Ltd. has established a sustainable supply of high-potency iboga bark through its partnership with PsyLabs, which is crucial for the clinical development of ibogaine for substance use disorders [1][2][4] Group 1: Supply Chain and Product Development - The collaboration with PsyLabs ensures a long-term supply of GMP-compliant ibogaine, with the first 50 kg received and being processed into pharmaceutical-grade ibogaine HCL and Total Alkaloid Extracts [2][3] - The company is committed to ethical sourcing and sustainability, ensuring that ibogaine and related alkaloids are derived from Tabernanthe iboga and Voacanga africana while respecting cultural traditions and benefiting source communities [3][4] Group 2: Strategic Positioning and Market Leadership - The establishment of a reliable and ethically sourced supply chain positions Psyence BioMed as a leader in the emerging ibogaine sector, enhancing its competitive advantage as international interest in ibogaine grows [4] - The company aims to set a new standard for ethical psychedelic production, emphasizing partnerships with traditional knowledge holders rather than treating them merely as suppliers [4][6] Group 3: Company Overview - Psyence Biomedical Ltd. is a vertically integrated biopharmaceutical company focused on developing nature-derived psilocybin and ibogaine-based psychedelic medicine, addressing unmet mental health needs [6] - The company is the first life sciences biotechnology firm specializing in psychedelic therapeutics to be listed on Nasdaq, reflecting its commitment to an evidence-based approach in developing safe and effective treatments [6]

Core Viewpoint - Psyence BioMed is positioned as the only publicly listed psychedelics company with active operations and manufacturing capabilities in Africa, enhancing its access to ibogaine, a compound derived from the Tabernanthe iboga shrub, which is crucial for developing therapies for mental health needs [1][2]. Company Overview - Psyence BioMed focuses on nature-derived psilocybin and ibogaine therapies to address unmet mental health needs, particularly in palliative care [10]. - The company has established a strategic investment in PsyLabs, which operates a GMP-compliant facility in Southern Africa, producing highly purified psychedelic compounds [3][9]. Strategic Positioning - By operating at the source of ibogaine, Psyence BioMed can ensure sustainable and responsible access to this compound, allowing for quality control from cultivation to finished product [2][3]. - The vertical integration of Psyence BioMed's operations strengthens supply security and scalability, positioning the company favorably within the psychedelics sector [3][8]. Market Trends - There is a global surge in interest and research surrounding ibogaine as a potential treatment for addiction and mental health disorders, with significant findings indicating its effectiveness in reducing PTSD symptoms among veterans [4][5]. - The State of Texas has allocated $50 million for clinical research on ibogaine, aiming to develop FDA-approved treatments for opioid use disorder, which reflects growing governmental support for psychedelic medicine [5]. Industry Developments - Major pharmaceutical companies, such as AbbVie, are increasingly investing in psychedelic compounds, highlighting the clinical potential of ibogaine and its analogs [6][7]. - Psyence BioMed is actively engaged in developing next-generation analogs of ibogaine, aligning with the industry's shift towards innovative therapeutic solutions [6][8]. Supply Chain and Compliance - PsyLabs is federally licensed to cultivate and export various psychedelic compounds, ensuring compliance with safety and traceability standards [9][10]. - The company's operations are supported by an ISO 22000-certified facility, emphasizing its commitment to high safety standards and regulatory compliance [10].

Psychedelics & Longevity - The report highlights potential interest in psilocybin for longevity purposes [1] - Suggests a dosage of 5 grams of psilocybin for experimentation [1] Social Media Activity - The content originates from a tweet by @miragemunny [1] - The tweet references a conversation involving "bryan" and his team [1]

Core Insights - Psyence Biomedical Ltd. has made a follow-on investment of USD 3,500,000 in PsyLabs, enhancing its supply chain for psychedelic compounds [1][2] - This investment follows a previous investment of USD 500,000 in April 2025, indicating a strong commitment to securing high-quality, GMP-grade psychedelic ingredients [2][3] - The CEO of Psyence BioMed emphasized the strategic importance of this investment in building a fully integrated company focused on sustainable and scalable production [3] Company Overview - Psyence Biomedical Ltd. is a biopharmaceutical company specializing in nature-derived psilocybin and ibogaine therapies aimed at addressing unmet mental health needs [7] - It is the first life sciences biotechnology company focused on developing non-synthetic psychedelic medicine to be listed on Nasdaq [7] - The company aims to create safe, effective, and FDA-approved treatments for a range of mental health disorders [7] Partnership and Production - PsyLabs is recognized as a leading producer of purified psychedelic active pharmaceutical ingredients (APIs) and is federally licensed to cultivate and export various psychedelic compounds [9] - The partnership between Psyence BioMed and PsyLabs is strengthened through this investment, positioning Psyence as a leader in the emerging psychedelic therapeutics sector [5] - PsyLabs operates a state-of-the-art facility in Southern Africa, utilizing the region's botanical heritage under strict ethical and sustainable practices [4][10] Strategic Goals - The investment aims to secure a reliable supply of premium psychedelic compounds for Psyence BioMed's clinical research programs, ensuring long-term value for investors [2][3] - The company is focused on building a responsible global supply chain, which is crucial for advancing its clinical pipeline and commercial opportunities [3][5]

Research Focus - The study explores how religious clergy experience and interpret the effects of psilocybin, the active ingredient in magic mushrooms [1] Experimental Design - An experimental study investigated the effects of psilocybin on religious clergy [1]