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  4. [8-K] Lexaria Bioscience Corp. Reports Material Event

Lexaria Bioscience (Nasdaq: LEXX) plans 1-for-15 reverse split to aid Nasdaq rule

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Form Type
8-K

Rhea-AI Filing Summary

Lexaria Bioscience Corp. will implement a 1-for-15 reverse stock split of its common stock effective at 12:01 am EST on August 3, 2026, aiming to increase its share price and regain compliance with Nasdaq’s $1.00 minimum bid price requirement under the Minimum Price Rule.

The split will reduce issued shares from 24,787,446 to approximately 1,652,518 shares, with fractional shares rounded up, and will proportionally adjust all authorized shares, options, and warrants, including their exercise prices. Authorized shares will decrease from 220,000,000 to 14,666,667, while each shareholder’s percentage ownership remains unchanged.

Lexaria plans to request a Nasdaq hearing in connection with its 180-day compliance period and expects to meet the Minimum Price Rule in mid-August. Post-split, the stock will continue trading on Nasdaq under the symbol LEXX with a new CUSIP number 52886N604. The company also highlights its DehydraTECH drug delivery platform and a portfolio of 66 granted patents.

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Reverse split ratio 1-for-15 Common stock reverse stock split ratio
Issued shares before split 24,787,446 shares Issued share capital prior to reverse stock split
Issued shares after split 1,652,518 Shares Post-split issued shares, subject to fractional rounding up
Authorized shares before split 220,000,000 authorized Authorized common shares prior to reverse split
Authorized shares after split 14,666,667 authorized Authorized common shares after reverse split
Nasdaq minimum bid price $1.00 per share Minimum Price Rule requirement under Nasdaq Listing Rule 5550(a)(2)
Effective time of reverse split 12:01 am EST on August 3, 2026 Stated effectiveness of the reverse stock split
Patents granted 66 patents Granted patents in Lexaria’s intellectual property portfolio
reverse stock split financial
"intends to effect a reverse stock split of its common stock"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Minimum Price Rule regulatory
"Nasdaq’s minimum $1.00 bid price per share requirement of Nasdaq Listing Rule 5550(a)(2) (the “Minimum Price Rule”)"
A minimum price rule is an exchange or regulator requirement that a listed security maintain a share price above a specified threshold over a given time period, or else face consequences such as warnings, transfer to a different trading tier, or delisting. It matters to investors because it can affect a stock’s ability to trade normally, its liquidity and market perception; like a store that pulls items priced below a set tag, crossing the threshold can trigger automatic actions that change how and where the stock trades.
DehydraTECH™ medical
"DehydraTECH™ is Lexaria’s patented drug delivery formulation and processing platform technology"
blood brain barrier medical
"deliver some drugs more effectively across the blood brain barrier"
A selective biological barrier formed by tightly joined cells around the brain’s blood vessels that controls which chemicals, medicines, and cells can pass from the bloodstream into the brain, acting like a security checkpoint or fine sieve. It matters to investors because a drug’s ability to cross or be excluded by this barrier can make or break development, affecting clinical success, regulatory approval, timelines, and commercial potential in neurological and psychiatric markets.
forward-looking statements regulatory
"This press release includes forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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

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FAQ

What reverse stock split is Lexaria Bioscience (LEXX) implementing and when is it effective?
Lexaria Bioscience will implement a 1-for-15 reverse stock split effective at 12:01 am EST on August 3, 2026. The action is intended to increase the share price and support compliance with Nasdaq’s minimum $1.00 bid requirement.

How will Lexaria Bioscience’s (LEXX) issued and authorized shares change after the reverse split?
Issued shares will be consolidated from 24,787,446 to about 1,652,518, with fractional shares rounded up. Authorized shares will decrease from 220,000,000 to 14,666,667, while each investor’s percentage ownership in Lexaria remains the same.

Why is Lexaria Bioscience (LEXX) doing a reverse stock split?
Lexaria is conducting the reverse split to help regain compliance with Nasdaq’s $1.00 minimum bid price rule and to stabilize stock conditions amid critical business drivers, which it views as important for business development and investor appeal.

Will Lexaria Bioscience (LEXX) shareholders’ percentage ownership change after the reverse split?
No, Lexaria states that all shareholders will own the same percentage interest in the company after the reverse split as before. The split adjusts both issued and authorized shares proportionally, including options and warrants, without altering relative ownership stakes.

What happens to Lexaria Bioscience’s (LEXX) options and warrants in the reverse split?
Lexaria’s issued convertible securities, including options and warrants, will be subject to the same 1-for-15 reverse split. Their underlying share amounts and exercise prices will be adjusted accordingly to reflect the new share structure after the consolidation.

What technology and intellectual property does Lexaria Bioscience (LEXX) highlight?
Lexaria highlights its patented DehydraTECH drug delivery platform, designed to improve oral drug bio-absorption and blood-brain barrier delivery. The company reports holding 66 patents granted worldwide, with additional patent applications pending.

Will Lexaria Bioscience’s (LEXX) Nasdaq ticker or CUSIP change after the split?
Lexaria’s shares will continue trading on Nasdaq under the LEXX ticker after the reverse split. However, the company states that the post-split shares will bear a new CUSIP number 52886N604 to reflect the adjusted capital structure.

EXHIBIT 99.1

 

 

Lexaria Announces Effective Date for Reverse Stock Split

 

Kelowna, British Columbia – July 30, 2026 – Lexaria Bioscience Corp. (Nasdaq: LEXX) (the “Company” or “Lexaria”), a global innovator in drug delivery platforms, announces that it intends to effect a reverse stock split of its common stock effective as of 12:01 am EST on August 3, 2026 (the “Reverse Split”).

 

The primary goal of the Reverse Split is to increase the per Share market price of the Company’s Shares with the objective of regaining compliance with the NASDAQ Capital Market’s (“Nasdaq”) minimum $1.00 bid price per share requirement of Nasdaq Listing Rule 5550(a)(2) (the “Minimum Price Rule”). The Reverse Split is also being performed in an effort to stabilize uncertain stock conditions in the face of a number of critical business drivers which we believe to be in the best immediate and long-term interests of our shareholders.

 

“The Reverse Split is a critical step towards our continued listing on Nasdaq,” stated Richard Christopher, CEO of Lexaria Bioscience Corp. “We have determined that it is prudent and extremely important that the Reverse Split is conducted sooner rather than later,” continued Mr. Christopher. “Nasdaq compliance is impactful to Lexaria on so many levels including our ability to attract new business development partners, advance existing business development discussions, and broaden our overall investor appeal. Recent equity market weakness is at odds with the great potential of our technology, and the Company needs a stable foundation in order to take advantage of existing and upcoming opportunities.”

 

The Reverse Split will be conducted on a 1-for-15 basis resulting in the Company’s current issued share capital of 24,787,446 shares of common stock (“Shares”) being consolidated into 1,652,518 Shares, subject to further adjustment for fractional Shares which will be rounded up to the nearest whole number. In addition, the Company’s number of authorized shares and issued convertible securities (options and warrants) will also be subject to the Reverse Split, with the exercise prices of the Company’s outstanding convertible securities being adjusted accordingly. In arriving at the Reverse Split ratio, the Company also examined 24 other reverse stock splits conducted by Nasdaq listed biotech companies from January 1 to June 30, 2026, wherein the average reverse split ratio was 1-for-18.

 

In proactively performing this Reverse Split contemporaneous with the end of our 180-day compliance period we anticipate requesting the required Nasdaq hearing to appeal any delisting notification, and we expect to comply with the Minimum Price Rule in mid-August before any such hearing takes place. 

 

The Shares issued pursuant to the Reverse Split will remain fully paid and non-assessable. The Reverse Split will also consolidate the number of authorized Shares from 220,000,000 authorized to 14,666,667 authorized but will not affect the par value of the Shares. Thus, all shareholders will own the same percentage interest in the Company after the Reverse Split, as they do prior to the Reverse Split.

 

 
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Following the Reverse Split, the resulting Shares will continue to be traded on the Nasdaq under the stock symbol LEXX but will bear the new CUSIP number 52886N604. 

 

Shareholders of the Company who hold Shares represented by a physical share certificate will need to contact Computershare Trust Company of Canada, as follows, for further information, related costs and procedures before sending any physical share certificates to reflect the Reverse Split adjustment:

 

PO Box 7023

31 Adelaide Street East

Toronto, ON  M5C 2K4

Phone: 1-800-564-6253

Email:  corporateactions@computershare.com

 

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. DehydraTECHTM 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 66 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 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, 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

 

 
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Source: View Original Filing on SEC EDGAR

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