Lexaria Bioscience Corp. Announces Closing of $4.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Lexaria Bioscience (NASDAQ:LEXX) has successfully closed a $4.0 million registered direct offering priced at-the-market under Nasdaq rules. The offering consisted of 2,666,667 shares of common stock at $1.50 per share.

Additionally, the company issued unregistered warrants in a concurrent private placement to purchase up to 2,666,667 shares of common stock with an exercise price of $1.37 per share. These warrants are immediately exercisable and have a five-year expiration term.

H.C. Wainwright & Co. served as the exclusive placement agent. The company plans to use the net proceeds for working capital and general corporate purposes, with a focus on supporting their 2026 R&D and business development initiatives.

Positive

• Secured $4.0 million in fresh capital through registered direct offering
• Warrants issued with favorable exercise price of $1.37, below the offering price of $1.50
• Strengthened balance sheet to support 2026 R&D and business development plans

Negative

• Potential dilution for existing shareholders from 2.67M new shares
• Additional dilution possible if warrants are exercised
• Offering price of $1.50 may represent a discount to market price

Insights

Financial Analyst

Lexaria secured $4M funding through at-the-market offering, strengthening R&D capabilities while causing 38% dilution at below-market pricing.

Lexaria has closed a $4 million registered direct offering of 2,666,667 shares at $1.50 per share, coupled with warrants for an equal number of shares at an exercise price of $1.37. This financing structure reveals several key insights about the company's current position and strategy.

The pricing at $1.50 per share suggests the company may be facing pressure to secure funding, as at-the-market offerings typically come at a discount to current trading prices. The immediate dilution from this offering is significant—based on Lexaria's outstanding share count of approximately 7 million shares before this transaction, this represents roughly a 38% dilution for existing shareholders. The additional potential dilution from the warrants could effectively double this impact if all warrants are exercised.

CEO Richard Christopher's statement that this funding provides "greater optionality" for 2026 R&D plans indicates the company is taking a forward-looking approach, securing capital well in advance of actual expenditures. This suggests prudent financial planning but also reveals that Lexaria likely lacks sufficient organic cash flow to fund its research pipeline. The emphasis on R&D driving intellectual property value points to a typical biotech strategy of value creation through patent development rather than immediate revenue generation.

The use of H.C. Wainwright as placement agent—a firm known for working with smaller biotech companies—and the broad description of proceeds going toward "working capital and other general corporate purposes" suggests flexibility in fund deployment, but also limited immediate high-return investment opportunities. This financing provides crucial runway for operations but comes at a significant cost to shareholder equity.

KELOWNA, BC / ACCESS Newswire / September 29, 2025 / Lexaria Bioscience Corp. (NASDAQ:LEXX)(NASDAQ: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 2,666,667 shares of its common stock, par value $0.001 per share, at a purchase price of $1.50 per share. In addition, in a concurrent private placement, the Company issued unregistered warrants to purchase up to 2,666,667 shares of common stock. The warrants have an exercise price of $1.37 per share, are immediately exercisable and 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.

"This financing is intended to provide Lexaria with greater optionality for our 2026 R&D and business development plans," said Richard Christopher, CEO of Lexaria Bioscience Corp. "Most of our study work requires signed contracts prior to ever beginning, therefore we are constantly evaluating our future funding needs. This financing is intended to allow us to bring our plans for 2026 into focus and execute on R&D, which drives our intellectual property and ultimately the value of our Company. In this way, successful financings work towards building shareholder value."

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 $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) 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 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 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 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, the Company's anticipated 2026 R&D and business development plans, and 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 much did Lexaria Bioscience (LEXX) raise in its September 2025 offering?

Lexaria raised $4.0 million through a registered direct offering of 2,666,667 shares priced at $1.50 per share.

What are the terms of LEXX's warrants issued in September 2025?

The warrants have an exercise price of $1.37, are immediately exercisable, and expire in five years. They allow purchase of up to 2,666,667 shares of common stock.

How will Lexaria Bioscience use the proceeds from its $4M offering?

Lexaria plans to use the net proceeds for working capital and general corporate purposes, particularly to support their 2026 R&D and business development initiatives.

Who was the placement agent for Lexaria's September 2025 offering?

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

What type of offering did LEXX complete in September 2025?

LEXX completed a registered direct offering priced at-the-market under Nasdaq rules, along with a concurrent private placement of warrants.