Lexaria Bioscience Corp. Announces $3.5 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Lexaria Bioscience (NASDAQ:LEXX) announced a registered direct offering of 2,661,600 shares of common stock at $1.315 per share, with aggregate gross proceeds expected to be approximately $3.5 million before fees and expenses. The offering is priced at-the-market under Nasdaq rules and is expected to close on or about December 16, 2025, subject to customary conditions.

In a concurrent private placement the company will issue unregistered warrants to purchase up to 2,661,600 shares at an exercise price of $1.19 per share; the warrants are immediately exercisable and expire five years after effectiveness of the resale registration statement. H.C. Wainwright & Co. is sole placement agent. Net proceeds are intended for R&D, working capital and general corporate purposes.

Positive

• Gross proceeds of $3.5 million expected
• 2,661,600 shares issued in registered direct offering
• Concurrent warrants cover 2,661,600 shares
• Proceeds allocated to R&D and working capital

Negative

• Immediate potential dilution from 2,661,600 new shares
• Warrants exercisable at $1.19, below offering price
• Gross proceeds reduced by placement agent fees and expenses

Key Figures

Offering shares 2,661,600 shares Common stock in registered direct offering

Offering price $1.315 per share Purchase price in registered direct offering

Warrant count 2,661,600 warrants Unregistered warrants in concurrent private placement

Warrant exercise price $1.19 per share Exercise price of unregistered warrants

Warrant term 5 years Expiration from resale registration effectiveness

Gross proceeds $3.5 million Expected aggregate gross from this offering

Current price $1.34 Pre-news price vs $1.315 offering level

Form S-3 file File No. 333-284407 Registration statement used for registered direct offering

Market Reality Check

$0.8900 Last Close

Volume Volume 571,256 is about 3.39x the 20-day average of 168,553, indicating elevated pre-offering activity. high

Technical Price at $1.34 is trading above the 200-day MA of $1.10 heading into this offering.

Peers on Argus 1 Up 1 Down

Peers show mixed moves, with names like ASBP and CRIS down while CING and PMN are up. LEXX’s pre-offering strength of +8.94% appears stock-specific rather than a broad biotech sector trend.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 18	Financing agreement	Negative	+4.0%	Announced registered direct offering and warrants totaling about $4.0M.
Nov 12	Collaboration extension	Positive	+1.8%	Extended Material Transfer Agreement to keep temporary exclusive license active.
Oct 09	Strategic update	Positive	-2.0%	Outlined strategic initiatives, $4.0M financing completion and award of 4 new patents.
Sep 29	Offering closing	Negative	-6.4%	Closed $4.0M registered direct offering with concurrent five-year warrants.
Sep 26	Offering launch	Negative	-31.4%	Announced $4.0M registered direct offering and concurrent private placement warrants.

Pattern Detected

Financing and offering announcements often coincided with negative price reactions, especially initial offering announcements, though there were occasional divergences on follow-up or strategic news.

Recent Company History

Over the last year, Lexaria has repeatedly tapped capital markets via registered direct offerings, including $2M in April 2025 and $4M in September 2025, often paired with private warrants and using an effective S-3. Strategic updates in October 2025 highlighted a prior $4M equity financing and new patents, while a November 2025 material transfer extension supported ongoing GLP-1 study work. A late-November 10-K disclosed going-concern risks and modest cash, framing today’s $3.5M raise as another step in this ongoing funding pattern.

Market Pulse Summary

This announcement details a $3.5M registered direct equity raise at $1.315 per share plus a concurrent private placement of 2,661,600 five‑year warrants at $1.19. The company plans to use net proceeds for R&D, working capital and general corporate purposes. Earlier in 2025, Lexaria completed multiple offerings and disclosed going‑concern risks and modest cash in its 10-K, so investors may monitor future financing frequency, warrant overhang, and progress on GLP‑1 and CBD programs when assessing dilution versus growth potential.

Key Terms

registered direct offering financial

"purchase and sale of an aggregate of 2,661,600 shares... in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

warrants financial

"the Company will issue unregistered warrants to purchase up to 2,661,600 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

private placement financial

"in a concurrent private placement, the Company will issue unregistered warrants"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

shelf registration statement regulatory

"pursuant to a "shelf" registration statement on Form S-3 (File No. 333-284407)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"registration statement on Form S-3 (File No. 333-284407) that was declared effective"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"The prospectus supplement and the accompanying prospectus relating to the securities"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

section 4(a)(2) regulatory

"issued in a concurrent private placement under Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

regulation d regulatory

"under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. Not financial advice.

KELOWNA, BC / ACCESS Newswire / December 15, 2025 / Lexaria Bioscience Corp. (NASDAQ:LEXX)(LEXXW) (the "Company" or "Lexaria"), a global innovator in drug delivery platforms, today announced that it has entered into a definitive agreement for the purchase and sale of an aggregate of 2,661,600 shares of its common stock, par value $0.001 per share, at a purchase price of $1.315 per share in a registered direct offering priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, the Company will issue unregistered warrants to purchase up to 2,661,600 shares of common stock. The warrants will have an exercise price of $1.19 per share, will be immediately exercisable and will expire five years from the date of the effectiveness of the resale registration statement registering the shares of common stock issuable upon exercise of the unregistered warrants. The closing of the offering is expected to occur on or about December 16, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $3.5 million, before deducting the placement agent fees and other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering to advance its research and development efforts, fund working capital and for other general corporate purposes.

The shares of common stock (but not the warrants issued in the private placement or the shares of common stock underlying such warrants) are being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-284407) that was declared effective by the Securities and Exchange Commission (the "SEC") on January 30, 2025. The registered direct offering of the shares of common stock is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the securities being offered in the registered direct offering will be filed with the SEC and be available at the SEC's website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the registered direct offering may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at placements@hcwco.com.

The warrants described above are being issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, 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.

About Lexaria Bioscience Corp. & DehydraTECH

DehydraTECH™ is Lexaria's patented drug delivery formulation and processing platform technology which improves the way a wide variety of drugs enter the bloodstream, always through oral delivery. DehydraTECH has repeatedly evidenced the ability to increase bio-absorption, reduce side-effects, and deliver some drugs more effectively across the blood brain barrier. Lexaria operates a licensed in-house research laboratory and holds a robust intellectual property portfolio with 56 patents granted and additional patents pending worldwide. For more information, please visit www.lexariabioscience.com.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements. Statements as such term is defined under applicable securities laws. These statements may be identified by words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions. Such forward-looking statements in this press release include, but are not limited to, statements by the Company relating to the completion of the offering, the satisfaction of customary closing conditions related to the offering, the intended use of proceeds from the offering and relating to the Company's ability to carry out research initiatives, receive regulatory approvals or grants or experience positive effects or results from any research or study. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that the Company will actually achieve the plans, intentions, or expectations disclosed in these forward-looking statements. As such, you should not place undue reliance on these forward-looking statements. Factors which could cause actual results to differ materially from those estimated by the Company include, but are not limited to, market and other conditions, government regulation and regulatory approvals, managing and maintaining growth, the effect of adverse publicity, litigation, competition, scientific discovery, the patent application and approval process, potential adverse effects arising from the testing or use of products utilizing the DehydraTECH technology, the Company's ability to maintain existing collaborations and realize the benefits thereof, delays or cancellations of planned R&D that could occur related to pandemics or for other reasons, and other factors which may be identified from time to time in the Company's public announcements and periodic filings with the US Securities and Exchange Commission on EDGAR. The Company provides links to third-party websites only as a courtesy to readers and disclaims any responsibility for the thoroughness, accuracy or timeliness of information at third-party websites. There is no assurance that any of Lexaria's postulated uses, benefits, or advantages for the patented and patent-pending technology will in fact be realized in any manner or in any part. No statement herein has been evaluated by the Food and Drug Administration (FDA). Lexaria-associated products are not intended to diagnose, treat, cure or prevent any disease. Any forward-looking statements contained in this release speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements or links to third-party websites contained herein, whether as a result of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.

INVESTOR CONTACT:

George Jurcic - Head of Investor Relations
ir@lexariabioscience.com
Phone: 250-765-6424, ext 202

SOURCE: Lexaria Bioscience Corp.

View the original press release on ACCESS Newswire

FAQ

How many shares is Lexaria (LEXX) selling in the December 2025 offering?

Lexaria is selling 2,661,600 shares of common stock in the registered direct offering.

What are the expected gross proceeds of the LEXX registered direct offering?

The offering is expected to raise approximately $3.5 million in gross proceeds before fees and expenses.

What are the terms of the unregistered warrants issued with the LEXX offering?

Warrants cover up to 2,661,600 shares, are immediately exercisable at $1.19, and expire five years after resale registration effectiveness.

When is the LEXX offering expected to close and who is the placement agent?

Closing is expected on or about December 16, 2025, and H.C. Wainwright & Co. is the exclusive placement agent.

How does Lexaria intend to use the net proceeds from the December 2025 offering (LEXX)?

The company intends to use net proceeds to advance research and development, fund working capital, and for other general corporate purposes.