Lexaria Bioscience Files 8-K for Material Agreement & Equity Sales

Ticker: LEXX · Form: 8-K · Filed: Apr 30, 2024

Sentiment: neutral

Topics: material-agreement, equity-sale, 8-k

Related Tickers: LXRX

TL;DR

Lexaria Bioscience filed an 8-K on 4/30/24 for a new deal and equity sales.

AI Summary

Lexaria Bioscience Corp. filed an 8-K on April 30, 2024, reporting the entry into a material definitive agreement and unregistered sales of equity securities. The filing also includes financial statements and exhibits. The company is incorporated in Nevada and its fiscal year ends on August 31.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and the issuance of equity, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — Filings related to material definitive agreements and unregistered equity sales can introduce financial and operational risks that may affect stock price.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Lexaria Bioscience Corp.?

The filing does not specify the details of the material definitive agreement, only that one was entered into.

What type of equity securities were sold unregistered?

The filing mentions unregistered sales of equity securities but does not specify the type or amount.

When was the report filed and what is the earliest event reported?

The report was filed on April 30, 2024, and the earliest event reported is also dated April 30, 2024.

What is Lexaria Bioscience Corp.'s fiscal year end?

Lexaria Bioscience Corp.'s fiscal year ends on August 31.

In which state is Lexaria Bioscience Corp. incorporated?

Lexaria Bioscience Corp. is incorporated in Nevada.

Filing Stats: 1,239 words · 5 min read · ~4 pages · Grade level 12.8 · Accepted 2024-04-30 15:13:55

Key Financial Figures

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. Warrant Exercise Agreement On April 30, 2024, Lexaria Bioscience Corp. (the "Company") entered into a warrant exercise agreement (the "Warrant Exercise Agreement") with an existing accredited investor (the "Investor") to exercise in full an outstanding Common Stock Purchase Warrant (the "Exercise") to purchase up to an aggregate of 2,917,032 shares of the Company's common stock (the "Existing Warrant"). In consideration for the immediate and full exercise of the Existing Warrant for cash, the Investor received a new unregistered Common Stock Purchase Warrant to purchase up to an aggregate of 2,917,032 shares of the Company's common stock (the "New Warrant") in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933 (the "Securities Act"). The New Warrant was issued to the Investor for consideration of $0.125 per share for aggregate gross proceeds of $364,629. The New Warrant will become exercisable commencing at any time on or after April 30, 2024 (the "Exercise Date"), with an expiration date of February 16, 2029, with an exercise price per share equal to $4.75. The Company agreed to file a resale registration statement on Form S-1 or Form S-3, if eligible, within 60 days with respect to the New Warrant and the shares of common stock issuable upon exercise of the New Warrant. The New Warrant includes beneficial ownership restrictions that prevent the Investor from owning more than 9.99% of the Company's outstanding common stock at any time. The gross proceeds to the Company from the Exercise are expected to be approximately $4.7 million, prior to deducting estimated offering expenses. The foregoing descriptions of the Warrant Exercise Agreement and the New Warrant are not complete and are qualified in their entirety by reference to the full text of the form of Warrant Exercise Agreement and the form of the New Warrant, copies of which are attached hereto as Exhibits 10.1 and 4.1, r

02

Item 3.02 Unregistered Sale of Equity Securities. The information in Item 1.01 above is incorporated herein by reference. The New Warrant described in Item 1.01 above was offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act and, along with the shares of common stock issuable upon the exercise thereof, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. 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 ma

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of New Warrant 10.1 Warrant Exercise Agreement , dated as of April 30, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

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: April 30, 2024 4

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