Lexaria Bioscience (LEXX) faces Nasdaq $1 bid-price deficiency and delisting risk

Rhea-AI Filing Summary

Lexaria Bioscience Corp. reported that on February 4, 2026 it received a Nasdaq notice that its common stock no longer meets the Nasdaq Capital Market’s minimum bid price requirement of $1.00 per share. The stock remains listed and continues to trade under the symbol LEXX.

The company has 180 calendar days, until August 3, 2026, for its closing bid price to be at or above $1.00 per share for at least 10 consecutive business days (and up to 20 at Nasdaq’s discretion) to regain compliance. If it does not do so, Lexaria may qualify for an additional 180‑day period if it meets all other initial listing standards and notifies Nasdaq of plans to cure the deficiency, potentially including a reverse stock split.

If Lexaria cannot meet these conditions, Nasdaq may move to delist the stock, and the company would then have the opportunity to appeal. Lexaria states that it intends to actively monitor its share price and evaluate options to address the deficiency, but it notes there is no assurance it will regain or maintain compliance.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price noncompliance adds delisting risk if Lexaria cannot lift its share price.

Lexaria Bioscience Corp. has fallen below Nasdaq’s $1.00 minimum bid requirement, triggering a formal deficiency notice. The stock remains on the Nasdaq Capital Market, but the company now faces a defined compliance window ending on August 3, 2026 to restore its closing bid price.

The rules require the closing bid to be at or above $1.00 for at least 10 consecutive business days, or up to 20 at Nasdaq staff’s discretion, within that period. If Lexaria fails but meets other initial listing standards, it may receive a second 180‑day window, likely contingent on steps such as a reverse stock split.

If the company cannot regain compliance even after any additional period, Nasdaq may determine to delist the shares, with Lexaria then able to appeal to a Hearings Panel. Actual outcomes will depend on future trading prices and any corporate actions the company undertakes to address the deficiency.

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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) February 4, 2026

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)

Registrant’s telephone number, including area code (250) 765-6424

(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		LEXX		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 3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing 

Nasdaq Bid Price Deficiency Notice

On February 4, 2026, Lexaria Bioscience Corp. (the “Company”) received a letter (the “Bid Price Deficiency Notice”) from the listing qualifications department staff of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”).

The Bid Price Deficiency Notice has no immediate effect on the listing of the Company’s common stock, and the Company’s common stock continues to trade on the Nasdaq Capital Market under the symbol “LEXX.”

In accordance with Nasdaq listing rule 5810(c)(3)(A), the Company has 180 calendar days from the date of the Bid Price Deficiency Notice, or until August 3, 2026, to regain compliance with respect to the Bid Price Requirement. The Bid Price Deficiency Notice states that to regain compliance with the Bid Price Requirement, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days (or at the Nasdaq’s staff discretion, up to a maximum of 20 consecutive business days) during the compliance period ending August 3, 2026.

If the Company fails to regain compliance with the Bid Price Requirement by August 3, 2026, the Company may be eligible for an additional 180-day compliance period to demonstrate compliance with the Bid Price Requirement. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Requirement, and will need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If the Company does not qualify for the second compliance period or fails to regain compliance with the Bid Price Requirement during the second 180-day period, Nasdaq will notify the Company of its determination to delist the common stock, at which point the Company would have an opportunity to appeal the delisting determination to a Hearings Panel.

The Company intends to actively monitor the closing bid price of the Company’s common stock between now and August 3, 2026 and may, if appropriate, evaluate available options to resolve the deficiency and regain compliance with the Bid Price Requirement. While the Company is exercising diligent efforts to maintain the listing of its common stock on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards.

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.

LEXARIA BIOSCIENCE CORP.

/s/ Richard Christopher

Richard Christopher

CEO, Principal Executive Officer

Date: February 6, 2026

3

FAQ

What Nasdaq notice did Lexaria Bioscience Corp. (LEXX) receive?

Lexaria received a Nasdaq bid price deficiency notice stating its common stock no longer meets the $1.00 minimum bid requirement. The notice starts a compliance period during which Lexaria must raise its closing bid price to regain full Nasdaq Capital Market compliance.

Does the Nasdaq deficiency notice immediately affect trading in LEXX stock?

The notice has no immediate effect on trading; Lexaria’s common stock continues to be listed and trade on the Nasdaq Capital Market under the symbol LEXX. The impact depends on whether the company restores compliance within the allowed time periods described in the notice.

How long does Lexaria have to regain compliance with Nasdaq’s $1.00 bid requirement?

Lexaria has an initial 180-day period ending August 3, 2026 to regain compliance. During this time, its closing bid price must be at least $1.00 per share for 10 consecutive business days, or up to 20 consecutive days at Nasdaq staff’s discretion.

What happens if Lexaria cannot meet the bid price requirement by August 3, 2026?

If Lexaria does not regain compliance by August 3, 2026, it may qualify for an additional 180-day period if it meets all other initial listing standards. The company must also notify Nasdaq of its intention to cure the deficiency, potentially including a reverse stock split.

Could Lexaria Bioscience Corp. be delisted from Nasdaq?

Yes, if Lexaria does not regain compliance with the minimum bid price after the available compliance periods, Nasdaq may determine to delist its common stock. In that case, Lexaria would have the opportunity to appeal the delisting determination to a Nasdaq Hearings Panel.

What steps might Lexaria take to address the Nasdaq bid price deficiency?

The company states it intends to actively monitor its closing bid price and may evaluate available options to resolve the deficiency. If it receives a second compliance period, Nasdaq rules contemplate potential corrective actions such as a reverse stock split to help restore the bid price.