Lexaria Bioscience Files 8-K: Material Agreement, Equity Sales

TL;DR

Lexaria Bioscience filed an 8-K detailing a new material agreement and equity sales.

AI Summary

Lexaria Bioscience Corp. filed an 8-K on September 29, 2025, reporting on events as of September 26, 2025. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, and other events, including financial statements and exhibits.

Why It Matters

This filing signals significant corporate activity for Lexaria Bioscience, including new agreements and equity transactions that could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Lexaria Bioscience Corp. (company) — Registrant
• September 26, 2025 (date) — Earliest event reported
• September 29, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share Warrants to Purchase Common
• $1.50 — pany (the "Common Stock") at a price of $1.50 per share, and (ii) in a concurrent pri
• $1.37 — f Common Stock, at an exercise price of $1.37 per share of Common Stock. The Shares
• $4.0 million — raising gross proceeds of approximately $4.0 million before deducting placement agent fees a
• $1.875 — Offering and have an exercise price of $1.875 per share of Common Stock. In addition,
• $20,000 — r non-accountable expense allowances of $20,000, accountable legal expenses, other out-
• $50,000 — ith the Offering in the amount of up to $50,000 and $15,950 for clearing fees. Neither
• $15,950 — ring in the amount of up to $50,000 and $15,950 for clearing fees. Neither of the Place

Filing Documents

• lxrp_8k.htm (8-K) — 41KB
• lxrp_ex41.htm (EX-4.1) — 99KB
• lxrp_ex42.htm (EX-4.2) — 95KB
• lxrp_ex51.htm (EX-5.1) — 14KB
• lxrp_ex101.htm (EX-10.1) — 220KB
• lxrp_ex991.htm (EX-99.1) — 12KB
• lxrp_ex992.htm (EX-99.2) — 11KB
• lxrp_ex51img2.jpg (GRAPHIC) — 7KB
• lxrp_ex51img1.jpg (GRAPHIC) — 7KB
• 0001640334-25-001742.txt ( ) — 772KB
• lxrp-20250926.xsd (EX-101.SCH) — 5KB
• lxrp-20250926_lab.xml (EX-101.LAB) — 16KB
• lxrp-20250926_cal.xml (EX-101.CAL) — 1KB
• lxrp-20250926_pre.xml (EX-101.PRE) — 12KB
• lxrp-20250926_def.xml (EX-101.DEF) — 6KB
• lxrp_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 26, 2025, Lexaria Bioscience Corp., a Nevada corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional investors, pursuant to which the Company issued and sold to the investors (i) in a registered direct offering, 2,666,667 shares (the "Shares") of Common Stock, par value $0.001 per share of the Company (the "Common Stock") at a price of $1.50 per share, and (ii) in a concurrent private placement, 2,666,667 common stock purchase warrants (the "Private Placement Warrants"), exercisable for an aggregate of up to 2,666,667 shares of Common Stock, at an exercise price of $1.37 per share of Common Stock. The Shares were offered by the Company pursuant to the Company's shelf registration statement on Form S-3 (File 333-284407) , 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 22, 2025, and declared effective on January 30, 2025 and a related prospectus supplement, dated September 26, 2025. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. 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 requirement

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 and Placement Agent Warrants is incorporated herein by reference. This Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

01. Other Events

Item 8.01. Other Events. On September 26, 2025, 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 September 29, 2025, 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. 3

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 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 Sichenzia Ross Ference Carmel LLP (Contained in Exhibit 5.1 above) 99.1 Press Release, dated September 26, 2025 99.2 Press Release, dated September 29, 2025 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: Chief Executive Officer Date: September 29, 2025 5