Lexaria ends $5M stock sales agreement

Lexaria Bioscience Corp. terminated its Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC effective September 19, 2025.

Rhea-AI Filing Summary

Lexaria Bioscience Corp. terminated its Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC effective September 19, 2025. This agreement had allowed the company to issue and sell, from time to time, up to $5,000,000 of its common stock through or to JonesTrading as sales agent or principal.

By the time of termination, Lexaria had sold only 14,995 shares under the program, generating $38,236 in gross proceeds. With the agreement now ended, the company no longer has this specific at-the-market equity facility available for future common stock sales.

Insights

Equity Capital Markets Analyst

Lexaria ends a largely unused $5M at-the-market stock program.

Lexaria Bioscience Corp. terminated its Capital on Demand™ Sales Agreement with JonesTrading, which had permitted issuance of up to $5,000,000 of common stock through at-the-market sales. As of the termination date of September 19, 2025, the company had sold only 14,995 shares for gross proceeds of $38,236, indicating minimal use of the facility.

The change means Lexaria no longer has this particular mechanism in place to raise smaller amounts of equity on an ongoing basis. Because the agreement was barely utilized relative to its capacity, the immediate practical impact appears limited based on the disclosed figures. Future filings may describe any alternative capital-raising arrangements the company decides to pursue.

8-K Event Classification

Item 1.02 — Termination of a Material Definitive Agreement

1 item

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

FAQ

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

What agreement did Lexaria Bioscience (LEXX) terminate in this 8-K?

Lexaria Bioscience Corp. terminated its Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC, which had allowed at-the-market sales of its common stock.

How much stock was Lexaria (LEXX) allowed to sell under the Capital on Demand Sales Agreement?

The Capital on Demand™ Sales Agreement allowed Lexaria to issue and sell, from time to time, up to $5,000,000 in aggregate principal amount of shares of its common stock through or to JonesTrading.

How many shares did Lexaria Bioscience (LEXX) actually sell before terminating the agreement?

As of the termination date, Lexaria had sold 14,995 shares of its common stock under the Capital on Demand™ Sales Agreement, for $38,236 in gross proceeds.

When did the termination of Lexaria’s Capital on Demand Sales Agreement take effect?

The termination of the Capital on Demand™ Sales Agreement became effective on September 19, 2025.

Who acted as sales agent under Lexaria’s terminated stock sales agreement?

Under the terminated Capital on Demand™ Sales Agreement, JonesTrading Institutional Services LLC served as Lexaria’s sales agent or principal for sales of common stock.

What type of securities were covered by Lexaria’s Capital on Demand program?

The Capital on Demand™ Sales Agreement covered shares of Lexaria’s common stock, which could be issued and sold through or to JonesTrading as sales agent or principal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/25/2025 - 05:14 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 19, 2025

LEXARIA BIOSCIENCE CORP.

(Exact name of registrant as specified in its charter)

Nevada		000-39874		20-2000871
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 - 740 McCurdy Road, Kelowna, BC Canada		V1X 2P7
(Address of principal executive offices)		(Zip Code)

(250) 765-6424

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share Warrants to Purchase Common Stock		LEXX LEXXW		The Nasdaq Capital Market The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement.

Effective September 19, 2025, Lexaria Bioscience Corp. (the “Company”) terminated the Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC (the “Agent”), as originally entered into on August 21, 2024 (the full text having been filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed August 22, 2024) and, as amended by Amendment No. 1 on February 5, 2025 (the full text having been filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 5, 2025) collectively the “Sales Agreement”.  The Sales Agreement provided that the Company may issue and sell, from time to time, up to $5,000,000 in aggregate principal amount of shares (the “Shares”) of the Company’s common stock through or to the Agent, as the Company’s sales agent or principal. As at the date of termination, the Company had sold an aggregate 14,995 Shares under the Sales Agreement for gross proceeds of $38,236.00.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 25, 2025

LEXARIA BIOSCIENCE CORP.

/s/ Richard Christopher

Name: Richard Christopher

Title: Chief Executive Officer

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