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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.
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 | |
