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

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.

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

Argus Dec 15 session

-33.58% close to close Open Argus

Details

News Market Reaction – LEXX

On Dec 15, the day this news came out, LEXX closed 33.58% below the previous close.

Data tracked by StockTitan Argus for the Dec 15 session.

Key Figures

Offering shares: 2,661,600 shares Offering price: $1.315 per share Warrant count: 2,661,600 warrants +5 more

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

Historical Context

5 past events · Latest: Nov 18

5 events

1. Nov 18

   Financing agreement

   24h Move

   +4.0%

   Announced registered direct offering and warrants totaling about $4.0M.

2. Nov 12

   Collaboration extension

   24h Move

   +1.8%

   Extended Material Transfer Agreement to keep temporary exclusive license active.

3. Oct 09

   Strategic update

   24h Move

   -2.0%

   Outlined strategic initiatives, $4.0M financing completion and award of 4 new patents.

4. Sep 29

   Offering closing

   24h Move

   -6.4%

   Closed $4.0M registered direct offering with concurrent five-year warrants.

5. Sep 26

   Offering launch

   24h Move

   -31.4%

   Announced $4.0M registered direct offering and concurrent private placement warrants.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, warrants, private placement, shelf registration statement, +4 more

8 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.

View in glossary

private placement financial

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

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

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.

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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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.