[D] Lexaria Bioscience Corp. SEC Filing

Rhea-AI Filing Summary

Lexaria Bioscience Corp. filed a Form D reporting a completed Regulation D offering under Rule 506(b) for total proceeds of $4,000,000. The filing states the entire offering amount was sold and no remaining securities are available. The offering included registered shares combined with unregistered warrants and a 7% sales commission paid, totaling an estimated $280,000.

The issuer lists its principal place of business in Kelowna, British Columbia, and identifies multiple executives and directors at that address. The offering involved 5 investors, was not connected to any business combination, had a minimum outside investment of $0, and used H.C. Wainwright & Co. as the associated broker-dealer. No proceeds were allocated to payments to named officers, directors, or promoters per the filing.

Positive

• $4,000,000 raised in the offering was fully sold, providing immediate capital
• No proceeds were reported as paid to named officers, directors, or promoters
• Registered broker-dealer involvement (H.C. Wainwright & Co.) indicates use of an established placement agent

Negative

• 7% sales commission estimated at $280,000 reduces net proceeds available for operations
• Only 5 investors participated, indicating a concentrated investor base

Insights

Securities Offering Analyst

TL;DR: Completed $4.0M Rule 506(b) private placement fully sold with 7% commission and H.C. Wainwright placement.

The filing documents a closed private placement under Rule 506(b) raising $4,000,000 in aggregate proceeds, with sales commissions estimated at $280,000 (7%). The use of a registered broker-dealer (H.C. Wainwright & Co.) and the combination of registered shares with unregistered warrants are notable structuring details. Five investors participated, and the issuer indicates no proceeds were directed to executive officers, directors, or promoters. This is a routine capital raise for a small-cap biotechnology issuer based outside the U.S. that preserves Rule 506(b) reliance disclosures regarding disqualification certification.

Corporate Governance Specialist

TL;DR: Governance disclosures show full officer and director identification with no related-party payouts from offering proceeds.

The Form D includes named executives and directors with addresses at the company headquarters and explicitly reports $0 of offering proceeds used for payments to those persons. That clarity reduces immediate related-party concern for this issuance. The filing also confirms the offering is not tied to a merger or acquisition and is intended to last less than one year, consistent with a standard private placement financing.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001348362

LEXARIA CORP.

Lexaria Corp.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Lexaria Bioscience Corp.

Jurisdiction of Incorporation/Organization

NEVADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Lexaria Bioscience Corp.
Street Address 1		Street Address 2
100 - 740 MCCURDY ROAD
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
KELOWNA	BRITISH COLUMBIA, CANADA	V1X 2P7	250-765-6424

3. Related Persons

Last Name	First Name	Middle Name
Bunka	Christopher
Street Address 1	Street Address 2
100 - 740 McCurdy Road
City	State/Province/Country	ZIP/PostalCode
Kelowna	BRITISH COLUMBIA, CANADA	V1X 2P7

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Docherty	John
Street Address 1	Street Address 2
100 - 740 McCurdy Road
City	State/Province/Country	ZIP/PostalCode
Kelowna	BRITISH COLUMBIA, CANADA	V1X 2P7

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Christopher	Richard
Street Address 1	Street Address 2
100 - 740 McCurdy Road
City	State/Province/Country	ZIP/PostalCode
Kelowna	BRITISH COLUMBIA, CANADA	V1X 2P7

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Shankman	Michael
Street Address 1	Street Address 2
100 - 740 McCurdy Road
City	State/Province/Country	ZIP/PostalCode
Kelowna	BRITISH COLUMBIA, CANADA	V1X 2P7

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Baxter	Nicholas
Street Address 1	Street Address 2
100 - 740 McCurdy Road
City	State/Province/Country	ZIP/PostalCode
Kelowna	BRITISH COLUMBIA, CANADA	V1X 2P7

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
McKechnie	William	Edward
Street Address 1	Street Address 2
100 - 740 McCurdy Road
City	State/Province/Country	ZIP/PostalCode
Kelowna	BRITISH COLUMBIA, CANADA	V1X 2P7

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Reese	Albert
Street Address 1	Street Address 2
100 - 740 McCurdy Road
City	State/Province/Country	ZIP/PostalCode
Kelowna	BRITISH COLUMBIA, CANADA	V1X 2P7

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bhullar	Bal
Street Address 1	Street Address 2
100 - 740 McCurdy Road
City	State/Province/Country	ZIP/PostalCode
Kelowna	BRITISH COLUMBIA, CANADA	V1X 2P7

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
X	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-29				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
H.C. WAINWRIGHT & CO.	375
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
420 Park Avenue	4th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
ILLINOIS NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$4,000,000	USD	or Indefinite
Total Amount Sold	$4,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

5

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$280,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Commission represents 7% of the offering amount, including for the registered shares that form part of the combined offering of 1 registered share and 1 unregistered warrant

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Lexaria Bioscience Corp.	/Richard Christopher/	Richard Christopher	CEO	2025-10-01

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What did Lexaria Bioscience Corp. (LEXX) raise in this Form D filing?

The company reported raising $4,000,000 in a private placement under Rule 506(b).

Was the offering under Regulation D fully sold for LEXX?

Yes. The filing shows the total amount sold equals $4,000,000 and the remaining to be sold is $0.

Who acted as the broker-dealer for the offering?

H.C. Wainwright & Co. is listed as the associated broker-dealer in the Form D.

How much did Lexaria pay in sales commissions for the offering?

The filing reports estimated sales commissions of $280,000, representing 7% of the offering amount.

How many investors participated in the offering?

The Form D indicates 5 investors have already invested in this offering.

Were any offering proceeds used to pay executives or directors?

No. The filing states $0 of the gross proceeds were used for payments to named officers, directors, or promoters.