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

Rhea-AI Summary

Lexaria Bioscience (NASDAQ:LEXX) closed a registered direct offering of 2,661,600 common shares at $1.315 per share and concurrently issued unregistered warrants to purchase up to 2,661,600 shares.

The warrants carry a $1.19 exercise price, are immediately exercisable and expire five years after the resale registration statement became effective. Aggregate gross proceeds were approximately $3.5 million, before placement agent fees and expenses. H.C. Wainwright acted as exclusive placement agent. Net proceeds are intended for R&D, working capital and general corporate purposes.

Positive

• Gross proceeds of approximately $3.5 million
• Closed sale of 2,661,600 common shares at $1.315
• Issued warrants exercisable immediately at $1.19

Negative

• Immediate dilution of 2,661,600 shares plus warrants
• Potential further dilution if warrants convert to 2,661,600 shares

Key Figures

Shares offered 2,661,600 shares Common stock in registered direct offering

Offering price $1.315 per share Purchase price for common stock

Warrants issued 2,661,600 warrants Unregistered warrants in concurrent private placement

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

Gross proceeds $3.5 million Aggregate gross proceeds before fees and expenses

Warrant term 5 years Expiration from effectiveness of resale registration statement

Market Reality Check

$0.0100 Last Close

Volume Volume 1,565,586 is 6.56x the 20-day average of 238,560, indicating heavy trading interest. high

Technical Shares at 0.89 are trading below the 200-day MA of 1.09 and far under the 2.43 52-week high.

Peers on Argus

LEXX fell 33.58% while peers in Biotechnology showed mixed, single-digit moves (e.g., CING -7.37%, PMN +3.59%), pointing to a company-specific reaction.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 15	Equity offering	Negative	-33.6%	Announced $3.5M registered direct offering with concurrent warrants.
Nov 18	Financing agreement	Negative	+4.0%	Definitive agreement for $4.0M registered direct offering and warrants.
Nov 12	Partnership update	Positive	+1.8%	Extended Material Transfer Agreement to review GLP-1 study data.
Oct 09	Strategic update	Positive	-2.0%	Strategic update including $4.0M equity financing and new patents.
Sep 29	Equity offering	Negative	-6.4%	Closed $4.0M registered direct offering plus five-year warrants.

Pattern Detected

Equity offerings have repeatedly coincided with sharp negative moves; all five recent offering-related events saw double- or high-single-digit price declines within 24 hours.

Recent Company History

Over recent months, Lexaria has relied on equity financings alongside strategic updates. Multiple registered direct offerings and warrant structures in April, September, and December 2025 raised cash but were followed by share price declines. Positive operational items such as a strategic update, new patents, and an extended Material Transfer Agreement produced only modest or mixed reactions. Today’s closing of the $3.5 million financing continues this pattern of capital-raising news against a weak share-price backdrop.

Market Pulse Summary

This announcement confirmed the closing of a registered direct offering of 2,661,600 shares plus matching warrants, providing $3.5 million in gross proceeds to support R&D and working capital. In 2025, similar financings and warrant structures have been frequent, so investors may watch how efficiently this new capital advances key programs. Monitoring future funding needs and additional security issuances could be important for assessing ongoing dilution risk.

Key Terms

registered direct offering financial

"announced the closing of its previously announced registered direct offering priced at-the-market"

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.

private placement financial

"In addition, in a concurrent private placement, the Company issued 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.

warrants financial

"the Company issued unregistered warrants to purchase up to 2,661,600 shares of common stock"

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.

prospectus supplement regulatory

"The registered direct offering ... was made only by means of a prospectus, including a prospectus supplement"

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.

AI-generated analysis. Not financial advice.

KELOWNA, BC / ACCESS Newswire / December 16, 2025 / Lexaria Bioscience Corp. (NASDAQ:LEXX, LEXXW) (the "Company" or "Lexaria"), a global innovator in drug delivery platforms, today announced the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules 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 addition, in a concurrent private placement, the Company issued unregistered warrants to purchase up to 2,661,600 shares of common stock. The warrants have an exercise price of $1.19 per share, are 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.

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

The aggregate gross proceeds to the Company from the offering were 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) were 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 was 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 were filed with the SEC and are 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 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 were 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 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 did Lexaria (LEXX) sell in the December 16, 2025 offering?

Lexaria sold 2,661,600 common shares in the registered direct offering.

What were the price and gross proceeds of Lexaria's (LEXX) offering on December 16, 2025?

Shares priced at $1.315 each; aggregate gross proceeds were ~$3.5 million before fees and expenses.

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

Warrants cover up to 2,661,600 shares, exercise price $1.19, immediately exercisable, expire five years from resale registration effectiveness.

How does Lexaria (LEXX) plan to use net proceeds from the $3.5M offering?

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

Who acted as placement agent for Lexaria's (LEXX) registered direct offering?

H.C. Wainwright & Co. served as the exclusive placement agent.