BCE reports results of conversion of its series R preferred shares into series Q preferred shares

Rhea-AI Summary

Lexaria Bioscience (NASDAQ:LEXX, LEXXW) entered a definitive agreement for a registered direct offering of 2,666,667 common shares at $1.50 per share and a concurrent private placement of unregistered warrants to purchase up to 2,666,667 shares.

The warrants carry a $1.37 exercise price, are immediately exercisable and expire five years from the effectiveness of the resale registration statement. Aggregate gross proceeds are expected to be approximately $4.0 million before placement agent fees and expenses. The closing is expected on or about September 29, 2025, subject to customary conditions.

Proceeds are intended for working capital and general corporate purposes; the registered shares are offered under an effective Form S-3 shelf registration.

Positive

• $4.0M aggregate gross proceeds expected
• Registered direct offering uses an effective Form S-3 shelf
• Proceeds designated for working capital and general corporate purposes

Negative

• Issuance of 2,666,667 common shares will dilute existing shareholders
• Concurrent warrants for up to 2,666,667 shares are immediately exercisable, adding potential dilution
• Gross proceeds subject to reduction by placement agent fees and offering expenses

Insights

Capital Markets Analyst

Registered direct offering plus concurrent private warrants raises ~$4.0 million; dilutive but provides near-term liquidity.

The company agreed to sell 2,666,667 shares at $1.50 per share in a registered direct offering and to issue unregistered warrants to buy up to 2,666,667 shares at an exercise price of $1.37, exercisable immediately with a five‑year term. The gross proceeds are stated as approximately $4.0 million, before placement agent fees and expenses, and the shares are offered under a Form S-3 registration effective January 30, 2025.

This transaction supplies clear near‑term working capital while creating potential future dilution if warrants convert; the immediate exercisability of the warrants shortens the time before dilution may occur. Monitor closing timing (expected on or about September 29, 2025), placement agent fees, and whether warrants are exercised to assess net funding and dilution over the next five years.

Corporate Finance Strategist

Small-cap equity raise paired with exercisable warrants balances funding and dilution risk; neutral on net impact.

The structure uses an at‑the‑market priced registered direct sale for common stock and a concurrent private placement of immediately exercisable warrants under Regulation D. The offering leverages an effective shelf registration while relying on an exemption for the warrants, which limits secondary market sales of warrant shares until registered.

Key dependencies include actual net proceeds after fees, the pace of warrant exercises, and use of proceeds for general working capital rather than a specific project. Watch the final closing disclosures for net proceeds, placement agent fees, and any subsequent filings that register the warrant shares or show exercises within the five‑year warrant life.

KELOWNA, BC / ACCESS Newswire / September 26, 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 2,666,667 shares of its common stock, par value $0.001 per share, at a purchase price of $1.50 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 2,666,667 shares of common stock. The warrants will have an exercise price of $1.37 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 September 29, 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 $4.0 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 for working capital and 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 50 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

What did Lexaria (LEXX) announce on September 26, 2025 about a stock offering?

Lexaria announced a registered direct offering of 2,666,667 shares at $1.50 and a concurrent private placement of warrants for up to 2,666,667 shares.

How much gross capital will Lexaria (LEXX) raise from the offering?

The offering is expected to generate approximately $4.0 million in aggregate gross proceeds before fees and expenses.

What are the terms of the warrants issued in Lexaria's (LEXX) concurrent private placement?

Warrants cover up to 2,666,667 shares, have an exercise price of $1.37, are immediately exercisable, and expire five years after resale registration effectiveness.

When is Lexaria's (LEXX) offering expected to close?

The closing is expected to occur on or about September 29, 2025, subject to customary closing conditions.

How will Lexaria (LEXX) use the net proceeds from the offering?

The company intends to use net proceeds for working capital and other general corporate purposes.

Are the shares in Lexaria's (LEXX) offering registered and where are they registered?

The shares offered in the registered direct offering are being sold under an effective Form S-3 (File No. 333-284407) shelf registration declared effective January 30, 2025.