Lexaria Bioscience Corp. Files 8-K with Material Agreement

TL;DR

Lexaria Bioscience Corp. signed a big deal and sold some stock on Oct 14th. Details to come.

AI Summary

On October 14, 2024, Lexaria Bioscience Corp. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and other events. This filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity, including a material definitive agreement and equity sales, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks.

Key Players & Entities

• Lexaria Bioscience Corp. (company) — Registrant
• October 14, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share Warrants to Purchase Common
• $3.06 — "Common Stock") at a purchase price of $3.06 per share, and (ii) in a concurrent pri
• $5.0 million — raising gross proceeds of approximately $5.0 million before deducting placement agent fees a
• $3.8250 — 14, 2029, and have an exercise price of $3.8250 per share of Common Stock. In addition,
• $70,000 — i) non-accountable expense allowance of $70,000, and (ii) $15,950 of closing fees. The
• $15,950 — expense allowance of $70,000, and (ii) $15,950 of closing fees. The foregoing does no

Filing Documents

• lxrp_8k.htm (8-K) — 42KB
• lxrp_ex11.htm (EX-1.1) — 47KB
• lxrp_ex41.htm (EX-4.1) — 95KB
• lxrp_ex42.htm (EX-4.2) — 96KB
• lxrp_ex51.htm (EX-5.1) — 14KB
• lxrp_ex101.htm (EX-10.1) — 227KB
• lxrp_ex991.htm (EX-99.1) — 12KB
• lxrp_ex992.htm (EX-99.2) — 11KB
• lxrp_ex51img1.jpg (GRAPHIC) — 7KB
• lxrp_ex51img2.jpg (GRAPHIC) — 7KB
• lxrp_ex11img2.jpg (GRAPHIC) — 9KB
• 0001640334-24-001537.txt ( ) — 856KB
• lxrp-20241014.xsd (EX-101.SCH) — 6KB
• lxrp-20241014_lab.xml (EX-101.LAB) — 16KB
• lxrp-20241014_cal.xml (EX-101.CAL) — 1KB
• lxrp-20241014_pre.xml (EX-101.PRE) — 12KB
• lxrp-20241014_def.xml (EX-101.DEF) — 4KB
• lxrp_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 14, 2024, Lexaria Bioscience Corp., a Nevada corporation (the "Company"), entered into a securities purchase agreement (the "SPA") with a certain institutional investor, pursuant to which the Company agreed to issue and sell to the investor (i) in a registered direct offering, 1,633,987 shares (the "Shares") of common stock, par value $0.001 per share, of the Company (the "Common Stock") at a purchase price of $3.06 per share, and (ii) in a concurrent private placement, common stock purchase warrants (the "Private Placement Warrants"), exercisable for an aggregate of up to 4,551,019 shares of Common Stock, at an exercise price of $3.06 per share of Common Stock. The shares of Common Stock to be issued in the registered direct offering were priced at-the-market under Nasdaq rules and issued pursuant to the Company's shelf registration statement on Form S-3 (File 333-262402), 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 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 will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares issuable upon exercise of the Private Placement Warrants (the "Stockholder Approval Date") and will expire five years from the Stockholder Approval Date. In certain circumstances, the Private Placement Warrants may be exercised on a cashless basis. If we fail for any reason to deliver shares of

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, the Placement Agent Warrants and the shares of Common Stock issuable thereunder 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 and receipt of stockholder approval. 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

01. Other Events

Item 8.01. Other Events. On October 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 October 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 September 4, 2024 4.1 Form of Private Placement Warrant 4.2 Form of Placement Agent Warrant 5.1 Opinion of Sichenzia Ross Ference Carmel LLP 10.1 Form of Securities Purchase Agreement 23.1 Consent of Sichenzia Ross Ference Carmel LLP (Contained in Exhibit 5.1 above) 99.1 Press Release, dated October 15, 2024 99.2 Press Release, dated October 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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/ Richard Christopher Name: Richard Christopher Title: CEO, Principal Executive Officer Date: October 16, 2024 5