Lexaria Bioscience Enters Material Agreement, Sells Equity

TL;DR

**Lexaria Bioscience just made a big deal and sold some stock, watch for potential impact on its financials!**

AI Summary

Lexaria Bioscience Corp. entered into a material definitive agreement on February 14, 2024, involving the issuance of equity securities. The company, based in Kelowna, BC, Canada, filed an 8-K report detailing this event, which also included unregistered sales of equity securities. This filing, under SEC File Number 001-39874, indicates a strategic financial move by the pharmaceutical preparations company.

Why It Matters

This filing signals a potential capital raise or strategic partnership for Lexaria Bioscience, which could impact its future operations and stock valuation.

Risk Assessment

Risk Level: medium — The issuance and unregistered sales of equity securities can dilute existing shareholder value, posing a medium risk.

Key Numbers

• 2024-02-14 — Date of Event (The date Lexaria Bioscience Corp. entered into a material definitive agreement and conducted unregistered sales of equity securities.)
• 001-39874 — SEC File Number (The specific SEC file number for Lexaria Bioscience Corp.)

Key Players & Entities

• Lexaria Bioscience Corp. (company) — Registrant and issuer of equity securities
• February 14, 2024 (date) — Date of earliest event reported
• Nevada (company) — State of incorporation for Lexaria Bioscience Corp.
• Kelowna, BC Canada (company) — Principal executive office location
• 001-39874 (dollar_amount) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share Warrants to Purchase Common
• $2.31 — pany (the "Common Stock") at a price of $2.31 per share, and pre-funded warrants (the
• $2.3099 — up to 113,702 shares of Common Stock at $2.3099 per share at an exercise price of $0.00
• $0.0001 — .3099 per share at an exercise price of $0.0001 per share of Common Stock, and (ii) in
• $2.185 — f Common Stock, at an exercise price of $2.185 per share of Common Stock. The securit
• $3.6 million — raising gross proceeds of approximately $3.6 million before deducting placement agent fees a
• $2.8875 — Offering and have an exercise price of $2.8875 per share of Common Stock. In addition,
• $20,000 — a non-accountable expense allowance of $20,000 and accountable legal expenses and othe
• $50,000 — tion with the Offering in the amount of $50,000. In addition, pursuant to certain "lo

Filing Documents

• lxrp_8k.htm (8-K) — 44KB
• lxrp_ex11.htm (EX-1.1) — 49KB
• lxrp_ex12.htm (EX-1.2) — 6KB
• lxrp_ex41.htm (EX-4.1) — 83KB
• lxrp_ex42.htm (EX-4.2) — 96KB
• lxrp_ex43.htm (EX-4.3) — 96KB
• lxrp_ex51.htm (EX-5.1) — 14KB
• lxrp_ex101.htm (EX-10.1) — 224KB
• lxrp_ex991.htm (EX-99.1) — 11KB
• lxrp_ex992.htm (EX-99.2) — 11KB
• lxrp_ex51img1.jpg (GRAPHIC) — 7KB
• lxrp_ex12img1.jpg (GRAPHIC) — 9KB
• lxrp_ex11img1.jpg (GRAPHIC) — 9KB
• 0001640334-24-000271.txt ( ) — 955KB
• lxrp-20240214.xsd (EX-101.SCH) — 6KB
• lxrp-20240214_lab.xml (EX-101.LAB) — 14KB
• lxrp-20240214_cal.xml (EX-101.CAL) — 1KB
• lxrp-20240214_pre.xml (EX-101.PRE) — 9KB
• lxrp-20240214_def.xml (EX-101.DEF) — 2KB
• lxrp_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 14, 2024, Lexaria Bioscience Corp., a Nevada corporation (the "Company"), entered into a securities purchase agreement (the "SPA") with certain institutional investors, pursuant to which the Company agreed to issue and sell to the investors (i) in a registered direct offering, 1,444,741 shares (the "Shares") of Common Stock, par value $0.001 per share of the Company (the "Common Stock") at a price of $2.31 per share, and pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 113,702 shares of Common Stock at $2.3099 per share at an exercise price of $0.0001 per share of Common Stock, and (ii) in a concurrent private placement, common stock purchase warrants (the "Private Placement Warrants"), exercisable for an aggregate of up to 1,558,443 shares of Common Stock, at an exercise price of $2.185 per share of Common Stock. The securities to be issued in the registered direct offering were offered at-the-market under Nasdaq rules and pursuant to the Company's shelf registration statement on Form S-3 (File 333-262402) (the "Shelf Registration Statement"), initially filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), on January 28, 2022 and declared effective on February 4, 2022. The Pre-Funded Warrants are exercisable upon issuance and will remain exercisable until all Pre-Funded Warrants are exercised in full. The Private Placement Warrants (and the shares of Common Stock issuable upon the exercise of the Private Placement Warrants) were not registered under the Securities Act, and were offered pursuant to an exemption from the registration requirements of the Securities Act provided under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. The Private Placement Warrants are exercisable upon issuance and will expire five years from the issuanc

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The applicable information set forth in Item 1.01 of this Form 8-K with respect to the issuance of Private Placement Warrants is incorporated herein by reference. Cautionary Statement Regarding Forward-Looking Statements This Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements that express the Company's intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company's future activities, or future events or conditions, which can be identified by terminology such as "may," "will," "expects," "anticipates," "aims," "potential," "future," "intends," "plans," "believes," "estimates," "continue," "likely to" and other similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are not historical facts and are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by its management, including, without limitation, the intended use of proceeds upon consummation of the Offering. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, many of which are beyond the Company's control, including, among other things, the Company's ability to maintain its listing of Common Stock on the Nasdaq Capital Market, and those risks that may be included in the periodic reports and other filings that the Company files from time to time with the SEC, which may cause the Company's actual results, performance and achievements to differ materially from those contained in any forward-looking statement. Any forward-looking statements speak only as of the date on which they are made, a

01. Other Events

Item 8.01. Other Events. On February 15, 2024, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01 of this Form 8-K. On February 16, 2024, the Company issued a press release announcing the closing of the Offering, a copy of which is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01 of this Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Engagement Agreement by and between the Company and H.C. Wainwright & Co., LLC, dated February 12, 2024 1.2# Engagement Agreement Amendment by and between the Company and H.C. Wainwright & Co., LLC, dated February 15, 2024 4.1 Form of Pre-Funded Warrant 4.2 Form of Private Placement Warrant 4.3 Form of Agent Warrant 5.1 Opinion of Sichenzia Ross Ference Carmel LLP 10.1 Form of Securities Purchase Agreement 23.1 Sichenzia Ross Ference Carmel LLP (Contained in Exhibit 5.1 above) 99.1 Press Release, dated February 15, 2024 99.2 Press Release, dated February 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). # Portions of this exhibit (indicated by asterisks) have been omitted in accordance with Item 601(b)(10) of Regulation S-K. The registrant hereby agrees to furnish supplementally copies of the omitted portions of this exhibit to the SEC upon its request. 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LEXARIA BIOSCIENCE CORP. /s/ Chris Bunka Name: Chris Bunka Title: CEO, Principal Executive Officer Date: February 16, 2024 5