Lexaria Bioscience raises $113K in warrant deal

Rhea-AI Filing Summary

Lexaria Bioscience Corp. (LEXX) filed a Form D for an exempt offering of warrants under Rule 506(b) of Regulation D. The company reports a total amount sold of $113,492, with no remaining amount to be sold, from warrants issued in a warrant inducement agreement where holders agreed to exercise their warrants at market price in exchange for 2x replenishment warrants. H.C. Wainwright & Co. acted as placement agent and received compensation equal to 7% of monies received for the warrants, plus an additional $402,625.10 representing 7% of proceeds from the exercise of warrants under the inducement agreement. The issuer indicates annual revenue in the $5,000,001 to $25,000,000 range.

Filing Explained

The September 18 Form D records a completed exempt offering of warrants: $113,492 was received and nothing remains to be sold; because holders received two replenishment warrants for exercising existing warrants, the arrangement creates rights that could increase shares outstanding and dilute existing ownership if exercised.

Key Figures

Total amount sold: $113,492 Total remaining to be sold: $0 Placement agent fee rate: 7% +3 more

6 metrics

Total amount sold $113,492 Proceeds from warrants issued in the exempt offering

Total remaining to be sold $0 Amount remaining in the reported offering

Placement agent fee rate 7% Percentage of monies received for warrants and warrant exercises

Additional placement agent compensation $402,625.10 7% of proceeds from the exercise of warrants under the inducement agreement

Issuer revenue range $5,000,001 to $25,000,000 Issuer size based on revenue range

Date of first sale September 9, 2026 Initial sale date for the exempt offering

Key Terms

Regulation D, Rule 506(b), warrant inducement agreement, covered securities, +1 more

5 terms

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 506(b) regulatory

"Rule 506(b)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

warrant inducement agreement financial

"The warrants were issued pursuant to a warrant inducement agreement"

A warrant inducement agreement is a contract in which a company offers warrants—rights to buy shares at a set price—to a person or group as a sweetener to secure their support, service, or approval for a transaction or role. Investors care because these warrants can increase the total number of shares if exercised, diluting existing ownership and potentially changing the company’s valuation and control dynamics; think of it as paying someone with future stock-buying tickets to get them on board.

covered securities regulatory

"If the securities that are the subject of this Form D are "covered securities""

placement agent financial

"Placement agent also received an additional $402,625.10"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

FAQ

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

What type of securities is Lexaria Bioscience Corp. (LEXX) offering in this Form D?

Lexaria Bioscience Corp. is offering options, warrants or other rights to acquire another security. These securities were issued in connection with a warrant inducement agreement, where existing warrant holders agreed to exercise at market price in exchange for 2x replenishment warrants.

How much has Lexaria Bioscience Corp. (LEXX) sold in this exempt offering?

Lexaria Bioscience Corp. reports a total amount sold of $113,492 in this exempt warrant offering, with $0 remaining to be sold. The amount represents proceeds received from warrants issued under the warrant inducement agreement.

Under which exemption is Lexaria Bioscience Corp. (LEXX) conducting this offering?

Lexaria Bioscience Corp. claims the Rule 506(b) exemption under Regulation D of the Securities Act. The filing is marked as a new notice, with the date of first sale on September 9, 2026.

What compensation did H.C. Wainwright receive in the Lexaria (LEXX) transaction?

H.C. Wainwright & Co., as placement agent, received compensation equal to 7% of monies received for the warrants, plus an additional $402,625.10, also 7% of proceeds from the exercise of warrants under the warrant inducement agreement.

What is the revenue size of Lexaria Bioscience Corp. (LEXX) according to this filing?

Lexaria Bioscience Corp. indicates a revenue range of $5,000,001 to $25,000,000. This range reflects the issuer’s reported size category at the time of the exempt offering notice.

When did Lexaria Bioscience Corp. (LEXX) first sell securities in this exempt offering?

The date of first sale in this exempt offering is reported as September 9, 2026. The Form D is identified as a new notice, not an amendment.

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

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Available on EDGAR 09/21/2026 - 06:01 AM Accepted by SEC EDGAR 09/18/2026 - 05:34 PM Learn about SEC filing dates

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
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

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	2026-09-09				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	$113,492	USD	or Indefinite
Total Amount Sold	$113,492	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Value represents proceeds received from warrants issued. The warrants were issued pursuant to a warrant inducement agreement whereby warrant holders agreed to exercise their warrants at market price and were issued 2x replenishment warrants

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:

3

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	$7,944	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Represents 7% of monies received for the warrants issued. Placement agent also received an additional $402,625.10 being 7% of the proceeds received from the exercise of warrants under the warrant inducement agreement

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	2026-09-18

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.