Lexaria Bioscience (NASDAQ: LEXX) revenue plunges as going concern risk emerges
Lexaria Bioscience Corp. reports lower revenue and a narrower loss while highlighting going concern risks. For the six months ended February 28, 2026, revenue fell to $20,000 from $357,923, reflecting the expiration of a key licensing contract and reduced B2B focus. Net loss attributable to shareholders improved to $3.0 million from $5.4 million as research and development spending decreased after completing a major GLP‑1 clinical trial.
Cash rose to $5.1 million with working capital of $5.6 million, largely driven by two equity financings that raised about $6.5 million in net proceeds. Despite this, accumulated deficit reached $66.5 million, and recurring losses and negative cash flows led management to state there is “substantial doubt” about the company’s ability to continue as a going concern over the next year. Management expects current cash to fund operations only through the first quarter of fiscal 2027 and plans to rely on additional equity or partnership funding.
Positive
- None.
Negative
- Going concern warning: Management states that recurring losses, negative cash flows and limited revenue create “substantial doubt” about Lexaria’s ability to continue as a going concern within one year of the financial statement issuance.
- Severe revenue decline: Six‑month revenue fell to $20,000 from $357,923, driven by expiration of a key licensing contract and reduced B2B activity, leaving the company highly dependent on external financing rather than operating cash flows.
- Nasdaq listing risk: Lexaria received a Nasdaq deficiency notice on February 4, 2026 for failing to maintain the $1.00 minimum bid price and may need measures such as a reverse split to avoid potential delisting.
Insights
Revenue collapse and going concern warning outweigh cost cuts.
Lexaria’s revenue for the six months ended February 28, 2026 dropped to $20,000 from $357,923, mainly from a lapsed licensing contract and deprioritized B2B sales. Although net loss narrowed to $3.05 million, the business remains early-stage and heavily R&D-focused.
Two registered direct offerings delivered about $6.5 million in net proceeds, lifting cash to $5.13 million and working capital to $5.56 million. However, an accumulated deficit of $66.5 million and ongoing negative operating cash flows led management to disclose “substantial doubt” about the ability to continue as a going concern within one year of the statements’ issuance.
Future performance hinges on securing additional capital and successfully advancing DehydraTECH programs in GLP‑1/GIP and CBD hypertension. The filing notes that failure to raise funds could force cuts to R&D programs or asset sales, which would directly affect long‑term growth prospects.
Nasdaq bid-price deficiency adds to funding and dilution risk.
The company reports receiving a Nasdaq notice on February 4, 2026 that its share price had stayed below the $1.00 minimum bid for 30 consecutive business days. It has until August 3, 2026 to regain compliance, with a possible additional 180‑day extension.
Management indicates it may consider actions such as a reverse stock split if trading prices do not recover. Combined with the recent equity raises that expanded outstanding shares to 24.9 million as of February 28, 2026, efforts to maintain the Nasdaq listing could bring further dilution.
Whether the company maintains its listing will depend on future share-price performance and any corporate actions taken before the end of the compliance period. Delisting would likely reduce liquidity and could make future capital raising more challenging.
Key Figures
Key Terms
going concern financial
DehydraTECH technical
GLP-1 medical
Investigational New Drug (IND) regulatory
registered direct offering financial
minimum bid price requirement regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from [ ] to [ ]
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Registrant’s Telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Title of Class | Trading Symbol(s) | Name of each exchange on which registered |
The |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days.
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| Emerging growth company |
If an emerging growth company, indicate by a 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 ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
PART I—FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 4. Controls and Procedures. |
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PART II—OTHER INFORMATION |
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Item 1. Legal Proceedings |
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Item 1A. Risk Factors |
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Item 2. Recent Sales of Unregistered Equity Securities |
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Item 3. 10b5-1 Trading Plans |
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Item 4. Exhibits, Financial Statement Schedules |
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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
LEXARIA BIOSCIENCE CORP.
CONSOLIDATED BALANCE SHEETS
(Expressed in US Dollars)
(Unaudited)
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LIABILITIES and STOCKHOLDERS' EQUITY |
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| Current Liabilities |
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| Accounts payable and accrued liabilities |
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| Lease liability, current |
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| Total Current Liabilities |
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| TOTAL LIABILITIES |
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| Stockholders' Equity |
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Authorized: |
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| Accumulated Deficit |
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| Accumulated other comprehensive loss |
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| Equity attributable to shareholders of Lexaria |
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| Non-controlling Interest |
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The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| 3 |
| Table of Contents |
LEXARIA BIOSCIENCE CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in US Dollars except share amounts)
(Unaudited)
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| Operating expenses |
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| Research and development |
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| General and administrative |
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| Loss from operations |
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| Unrealized gain (loss) on marketable securities |
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| Total other income (loss) |
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| Net loss before income taxes |
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| Income taxes |
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| Net loss |
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| Less: Net loss attributable to non-controlling interest |
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| Net loss attributable to Lexaria shareholders |
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| Other comprehensive income |
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| Foreign currency translation adjustment |
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| Total comprehensive loss |
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| Basic and diluted loss per share |
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| Weighted average number of common shares outstanding |
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| Basic and diluted |
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The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| 4 |
| Table of Contents |
LEXARIA BIOSCIENCE CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Six Months Ended February 28, 2026 and 2025
(Expressed in US Dollars)
(Unaudited)
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| Amount |
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| Balance August 31, 2025 |
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| $ |
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| Shares sold for cash |
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| Stock-based compensation |
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| Foreign currency translation adjustment |
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| Net loss |
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| Non-controlling interest |
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| Balance November 30, 2025 |
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| $ |
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| $ |
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| Shares sold for cash |
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| Foreign currency translation adjustment |
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| Net loss |
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| Non-controlling interest |
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| Balance February 28, 2026 |
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| Balance August 31, 2024 |
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| $ |
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| Shares sold for cash |
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| Foreign currency translation adjustment |
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| Net loss |
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| Non-controlling interest |
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| Balance November 30, 2024 |
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| $ |
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| Shares sold for cash |
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| Net loss |
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| Non-controlling interest |
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| Balance February 28, 2025 |
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The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| 5 |
| Table of Contents |
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended February 28, 2026 and 2025
(Expressed in US Dollars)
(Unaudited)
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| February 28, |
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| Cash flows used in operating activities |
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| Net loss |
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| Adjustments to reconcile net loss to net cash used in operating activities: |
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| Depreciation and amortization |
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| Impairment loss |
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| Unrealized loss on marketable securities |
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| Lease accretion |
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| Change in operating assets and liabilities |
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| Accounts receivable |
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| Prepaid expenses and deposits |
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| Long-term receivables |
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| Accounts payable and accrued liabilities |
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| Operating lease liability |
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| Deferred revenue |
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| Net cash used in operating activities |
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| Cash flows used in investing activities |
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| Short-term investments |
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| Additions to intellectual property |
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| $ | ( | ) |
| Purchase of equipment |
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| Net cash used in investing activities |
| $ | ( | ) |
| $ | ( | ) |
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| Cash flows from financing activities |
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| Proceeds from shares sold for cash |
| $ |
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| $ |
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| Net cash from financing activities |
| $ |
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| $ |
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| Effect of exchange rate changes on cash |
| $ |
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| Net change in cash for the period |
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| Cash at beginning of period |
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| Cash at end of period |
| $ |
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| $ |
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| Supplemental cash flow disclosure: |
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|
|
|
|
| Income taxes paid in cash |
| $ |
|
| $ |
| ||
| Non-cash investing/financing activities: |
|
|
|
|
|
|
|
|
Amortization of deferred offering costs |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| 6 |
| Table of Contents |
LEXARIA BIOSCIENCE CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2026
(Expressed in U.S. Dollars Except Share Amounts)
(Unaudited)
1. Nature of Business
Lexaria Bioscience Corp. (“Lexaria”, “we”, “our” or “the Company”) is a biotechnology company pursuing the enhancement of the bioavailability of a diverse and broad range of active pharmaceutical ingredients (“API”) using our proprietary DehydraTECH drug delivery technology. Our current focus is the investigation of the incorporation of our DehydraTECH drug delivery technology with GLP-1 and GIP drugs to enhance absorption and reduce adverse side effects.
Revenues have historically been generated from licensing contracts for the Company’s patented DehydraTECH technology based on the terms of use and defined geographic and licensing arrangements. We derive revenue from our third party contracted manufacturing of B2B DehydraTECH enhanced products made to customer specifications that are sold online and in-store in the US and Canada. We have also performed contract services in R&D for customer specific formulations that are used in comparison testing to customers’ existing products.
Going Concern
The Company’s consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States (“US GAAP”) applicable to a going concern, which assumes the Company will have sufficient funds to meet its financial obligations for a period of at least 12 months from the date of this report.
Since inception, the Company has incurred significant operating and net losses. Net losses attributable to shareholders were $
During the six months ended February 28, 2026, we raised $
We may offer securities in response to market conditions or other circumstances if we believe such a plan of financing is required to advance the Company’s business plans. There is no certainty that future equity or debt financing will be available or that it will be at acceptable terms, and the outcome of these matters is unpredictable. A lack of adequate funding may force us to reduce spending, curtail or suspend planned programs, or possibly liquidate assets. Any of these actions could adversely and materially affect our business, cash flow, financial condition, results of operations, and potential prospects. The sale of additional equity may result in additional dilution to our stockholders. Entering into additional licensing agreements, collaborations, partnerships, alliances marketing, distribution, or licensing arrangements with third parties to increase our capital resources is also possible. If we do so, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates, or grant licenses on terms that may not be favorable to us.
Our ability to continue operations after our current cash resources are exhausted is dependent on our ability to obtain additional debt or equity financing or a strategic partnership, which cannot be guaranteed. Cash requirements may vary materially from those now planned because of changes in our focus and direction of our research and development programs, competitive and technical advances, patent developments, regulatory changes or other developments. If adequate additional funds are not available when required, management may need to curtail its development efforts and planned operations to conserve cash.
| 7 |
| Table of Contents |
As of February 28, 2026, the Company had cash and cash equivalents of approximately $
2. Significant Accounting Policies
The significant accounting policies of the Company are consistent with those of our audited financial statements on Form 10-K for the year ended August 31, 2025.
Basis of Consolidation
These unaudited interim consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries: Lexaria CanPharm ULC, Lexaria CanPharm Holding Corp., PoViva Corp., Lexaria Hemp Corp., Kelowna Management Services Corp., Lexaria Nutraceutical Corp., Lexaria (AU) Pty Ltd., and Lexaria Pharmaceutical Corp., and our
Basis of Presentation
The Company’s unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States generally accepted accounting principles (US GAAP) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results for a full year or for any subsequent period.
These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated annual financial statements and notes thereto included in our annual report filed on Form 10-K for the year ended August 31, 2025.
Cash and Cash Equivalents
Cash and cash equivalents include cash-on-hand and demand deposits with financial institutions and other short-term investments with maturities of less than six months when acquired and readily convertible to known cash amounts. The Company had no cash equivalents as of February 28, 2026, or August 31, 2025.
Short-term investments
Short-term investment balances consist of guaranteed investment certificates used to secure the Company’s credit cards. The certificates had an original term of one year.
Marketable Securities
The Company’s marketable securities consist of investments in common stock. Investments in equity securities are reported at fair value with changes in unrecognized gains or losses included in other income (loss) on the Consolidated Statements of Operations and Comprehensive Loss. There have been no purchases or sales of equity securities. The Company recognized an unrealized loss on its equity securities of $
| 8 |
| Table of Contents |
Leases
The Company accounts for its leases under ASC 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are reported on the consolidated balance sheet as both a right-of-use asset and lease liability.
We determined the initial classification and measurement of our right-of-use assets and lease liabilities at the lease commencement date and thereafter if modified. The lease term includes any renewal options and termination options that we are reasonably certain to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, we use our incremental borrowing rate. The incremental borrowing rate is determined by using the rate of interest that we would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a similar economic environment.
Operating lease expenses are recognized on a straight-line basis, unless the right-of-use asset has been impaired, over the reasonably certain lease term based on the total lease payments. They are included in operating expenses in the Consolidated Statements of Operations and Comprehensive Loss.
For operating leases that reflect impairment, we will recognize the amortization of the right-of-use asset on a straight-line basis over the remaining lease term with rent expense still included in operating expenses in the Consolidated Statements of Operations and Comprehensive Loss. For all leases, rent payments that are based on a fixed index or rate at the lease commencement date are included in the measurement of lease assets and lease liabilities at the lease commencement date.
We have elected the practical expedient to not separate lease and non-lease components. Our non-lease components are primarily related to property taxes and maintenance, which vary based on future outcomes, and thus differences to original estimates are recognized in rent expense when incurred.
Intellectual property
Capitalized intellectual property costs include those incurred with respect to both pending and granted patents filed in the United States. When patent applications are filed, the directly related capitalized costs are amortized on a straight-line basis over an estimated economic life of
Property and equipment
Property and equipment is stated at cost less accumulated depreciation and impairment and depreciated using the straight-line method over the useful lives of the various asset classes. Laboratory and computer equipment and office furniture are depreciated over
Impairment of long-lived assets
Long-lived assets, including equipment and intangible assets, namely the Company’s patents, are assessed for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of the long-lived asset exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to the profit or loss. Intangible assets with indefinite lives are tested for impairment annually and in interim periods if certain events occur indicating that the carrying value of the intangible assets may be impaired.
| 9 |
| Table of Contents |
Revenue recognition
The Company recognizes revenue in accordance with ASC 606’s core principle by applying the following five steps:
| 1. | Identify contracts with customers |
| 2. | Identify the performance obligations in the contracts |
| 3. | Determine the contract price |
| 4. | Allocate the contract price |
| 5. | Recognize revenue when/as performance obligations are satisfied |
Licensing revenue from intellectual property
Our revenues from licenses that grant exclusive rights to use our intellectual property, which we consider functional IP, are recognized at a point in time following the transfer and use of our patented infusion technology DehydraTECH. Our licensees are also required to pay quarterly fixed non-refundable minimum performance fees which are recognized as revenue over the period to which they apply.
Usage fees from intellectual property
The Company may also earn sales-based or usage-based royalties from its licensing contracts. The Company recognizes usage fees in the period when our licensees recognize sales of end-products that incorporate our licensed technology. No sales-based usage fees were recognized for the six months ended February 28, 2026 and February 28, 2025.
Third Party Contracted Manufacturing
The Company recognizes revenue with respect to contract manufacturing arrangements when the related performance obligations have been satisfied (i.e., when it has completed the related manufacturing work) and in accordance with the five steps described in ASC 606.
Contract Research and Development
The Company recognizes revenue from contract research and development arrangements when the related performance obligations have been satisfied and in accordance with the five steps described in ASC 606. The related performance obligation typically entails preparation of customer-specific formulations (i.e., DehydraTECH paired with the customer’s active ingredient) that the customer then uses in comparison testing relative to its existing product(s). Revenue is recognized upon shipment of the formulation to the customer.
Cost of sales
Cost of sales includes all expenditures incurred in bringing the goods to the point of sale. This includes third-party manufacturing and handling costs, direct costs of raw material, inbound freight charges, warehousing costs, and applicable overhead expenses.
Research and development
Research and development costs are expensed as incurred. These expenditures are comprised of both in-house research programs and through third-party contracts including consultants, academic and non-profit institutions, contract manufacturing, and other expenses.
Australian Research and Development Tax Credit
The research and development incentive is one of the key elements of the Australian Government’s support for Australia’s innovation system and is supported by legislative law primarily in the form of the Australian Income Tax Assessment Act 1997, as long as eligibility criteria are met. Under the program, a percentage of eligible research and development expenses incurred by the Company through its Australian subsidiary are reimbursed. Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the incentive regime. The Company recognizes such benefits when both of the following conditions have been met: 1) the Company is able to comply with the relevant conditions of the credit and; 2) the credit has been received. The tax credit related to fiscal year spending for 2024 in the amount of $
| 10 |
| Table of Contents |
Intellectual property expenses
Non-capitalizable costs associated with intellectual property-related matters are expensed as incurred and included in general and administrative expenses within the Consolidated Statements of Operations and Comprehensive Loss.
Stock-based compensation
The Company accounts for its stock-based compensation awards whereby all stock-based grants are recognized as expenses in the Consolidated Statements of Operations and Comprehensive Loss based on the fair value at grant date subject to vesting dates and amortized over the related vesting period. The grant date fair value of each option award is estimated using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates and expected dividend yields of the common stock.
Foreign currency translation
The Company’s reporting currency is the U.S. dollar. The Company has foreign operations whose functional currency is the local currency. Assets and liabilities are translated into U.S. dollars, the reporting currency, at the exchange rate on the balance sheet date. Revenues and expenses are translated into U.S. dollars at the average rates of exchange prevailing during the reporting period. Foreign currency translation adjustments resulting from this process are reported as an element of other comprehensive income (loss) on the Consolidated Statements of Operations and Comprehensive Loss. Transactions executed in different currencies are translated at spot rates and resulting foreign exchange transaction gains and losses are charged to income.
Segment reporting
The Company has one reportable segment: IP licensing. The IP licensing segment generates revenue from customers by licensing its proprietary DehydraTECH technology. The IP licensing segment’s accounting policies are the same as those described in this note. The chief operating decision maker, our Chief Executive Officer, assesses performance of the IP Licensing segment and makes resource allocation decisions based on cash flows that are also reported on the Consolidated Statements of Cash Flows. The measure of segment assets is reported on the consolidated balance sheet as consolidated total assets. The measure of segment profit or loss is net loss as per the Consolidated Statements of Operations and Comprehensive Loss.
Loss per share
The calculation of loss per share uses the weighted average number of shares outstanding during the year. Diluted net income per share includes the effect, if any, from the potential exercise or conversion of securities, such as restricted stock, stock options, and warrants, which would result in the issuance of incremental shares of common stock. Diluted loss per share is equivalent to basic loss per share if the potential exercise of the equity-based financial instruments is anti-dilutive.
| 11 |
| Table of Contents |
For the six months ended February 28, 2026 and 2025, the following common stock equivalents were excluded from the computation of diluted loss per share as the result was anti-dilutive:
|
| February 28, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
| Stock Options |
|
|
|
|
|
| ||
| Warrants |
|
|
|
|
|
| ||
| Totals |
|
|
|
|
|
| ||
Income taxes
The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the year in which the differences are expected to reverse. A valuation allowance is established to reduce deferred tax assets to an amount whose realization is more likely than not.
Fair value measurements
When measuring fair value, the Company seeks to maximize the use of observable inputs and minimize the use of unobservable inputs. This establishes a fair value hierarchy based on the level of independent objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Inputs are prioritized into three levels used to measure fair value:
| · | Level 1 - Quoted prices in active markets for identical assets or liabilities; |
|
|
|
| · | Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and |
|
|
|
| · | Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. |
The Company’s financial instruments consist primarily of cash, marketable securities, accounts receivable and payable as well as accrued liabilities. The carrying amounts of instruments approximate their fair values due to their short maturities or quoted market prices.
The Company’s headquarters are located in Canada, and it also has operations in Australia, which results in exposure to market risks from fluctuations in foreign currency rates. The foreign currency exchange risk is the financial risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk as the impact of USD/CAD and USD/AUD exchange rate changes is not expected to be material.
The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of February 28, 2026.
|
| Carrying |
|
| Fair Value Measurement Using |
| ||||||||||||||
|
| Value |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| |||||
Marketable Securities |
| $ |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
| 12 |
| Table of Contents |
The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of August 31, 2025.
|
| Carrying |
|
| Fair Value Measurement Using |
| ||||||||||||||
|
| Value |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| |||||
Marketable Securities |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Credit risk and customer concentration
The Company places its cash with a high credit quality financial institution. Periodically, the Company may carry cash balances at such financial institution in excess of the federally insured limit of $
In the six months ended February 28, 2026, the Company recognized revenue of $
As of February 28, 2026, the Company had $
Commitments and contingencies
The Company’s policy is to record accruals for any such loss contingencies when it is probable that a liability has been incurred, and the amount of loss can be reasonably estimated. In the event that estimates or assumptions prove to differ from actual results, adjustments are made in subsequent periods to reflect more current information. The Company, from time to time, may be subject to legal claims and proceedings related to matters arising in the ordinary course of business. Management has no knowledge of any such claim against the Company with, at minimum, a reasonable possibility that a material loss may be incurred.
3. Recent Accounting Guidance
Recently Adopted Pronouncements
In March 2024, the FASB issued ASU 2024-02-Codification Improvements-Amendments to Remove References to the Concepts Statements, that contains amendments to the Codification that remove references to various FASB Concepts Statements. This effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. The amendments are effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. Early application of the amendments in this ASU is permitted for all entities, for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures.
4. Estimates and Judgments
The preparation of financial statements in conformity with US GAAP requires us to make certain estimates, judgments and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported amount of revenue and expenses during the fiscal period. Some of the Company’s accounting policies require us to make subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. These accounting policies involve critical accounting estimates because they are particularly dependent on estimates and assumptions made by management about matters that are highly uncertain at the time the accounting estimates are made. Although we have used our best estimates based on facts and circumstances available to us at the time, different estimates reasonably could have been used. Changes in the accounting estimates used by the Company are reasonably likely to occur from time to time, which may have a material effect on the presentation of financial condition and results of operations.
| 13 |
| Table of Contents |
Management reviews our estimates, judgments, and assumptions periodically and reflects the effects of any revisions in the period in which they are deemed to be necessary. We believe that these estimates are reasonable. However, actual results could differ from these estimates.
5. Accounts and Other Receivables
Accounts receivable as of February 28, 2026 and August 31, 2025 consist of the following:
|
| Feb. 28, 2026 |
|
| August 31, 2025 |
| ||
Territory license fees |
| $ |
|
| $ |
| ||
Sales tax |
|
|
|
|
|
| ||
Long term receivable |
|
|
|
|
|
| ||
Total Receivables |
| $ |
|
| $ |
| ||
6. Prepaid Expenses and Other Current Assets
Prepaid expenses consist of the following as of February 28, 2026 and August 31, 2025:
|
| Feb. 28, |
|
| August 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Advertising & Conferences |
| $ |
|
| $ |
| ||
Research & Development |
|
|
|
|
|
| ||
Legal & Accounting Fees |
|
|
|
|
|
| ||
License, Filing Fees, Dues |
|
|
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| ||
Office & Insurance |
|
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| ||
Consulting |
|
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| ||
Capital Financing |
|
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|
|
|
| ||
Total Prepaid Expenses and Other Current Assets |
| $ |
|
| $ |
| ||
7. Intellectual Property, net
A continuity schedule for capitalized patents is presented below:
|
| Feb. 28, |
|
| August 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Balance – beginning |
| $ |
|
| $ |
| ||
Additions |
|
|
|
|
|
| ||
Impairment |
|
|
|
|
| ( | ) | |
Amortization |
|
| ( | ) |
|
| ( | ) |
Balance – ending |
| $ |
|
| $ |
| ||
The Company evaluated its patent portfolio to determine whether certain pending applications had been abandoned or will not be pursued. During the six months ended February 28, 2026, the Company recognized an impairment loss of $
| 14 |
| Table of Contents |
The following table summarizes expected future amortization of the Company’s patent portfolio as of February 28, 2026:
Fiscal Years Ending August 31, |
|
|
| |
2026 (six months remaining) |
| $ |
| |
2027 |
|
|
| |
2028 |
|
|
| |
2029 |
|
|
| |
2030 |
|
|
| |
Thereafter |
|
|
| |
Total |
| $ |
| |
8. Property & Equipment, net
Consists of:
February 28, 2026 |
| Cost |
|
| Period Amortization |
|
| Additions |
|
| Accumulated Amortization |
|
| Net Balance |
| |||||
Leasehold improvements |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||
Computers |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Furniture fixtures equipment |
|
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|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Lab equipment |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||
Total |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| |||
August 31, 2025 |
| Cost |
|
| Period Amortization |
|
| Additions |
|
| Accumulated Amortization |
|
| Net Balance |
| |||||
Leasehold improvements |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||
Computers |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||
Furniture fixtures equipment |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Lab equipment |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||
Total |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| |||
Depreciation and amortization for the six months ended February 28, 2026 and the year ended August 31, 2025 totaled $
9. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities as of February 28, 2026 and August 31, 2025 consist of the following:
|
| February 28, |
|
| August 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Accounts Payable |
|
|
|
|
|
| ||
Vendors payable |
| $ |
|
| $ |
| ||
Sales tax payable |
|
|
|
|
|
| ||
Accrued Liabilities |
|
|
|
|
|
|
|
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Vendors payable |
|
|
|
|
|
| ||
Vacation payable |
|
|
|
|
|
| ||
Balance Ending |
| $ |
|
| $ |
| ||
| 15 |
| Table of Contents |
10. Revenues
A breakdown of our revenues by type for the six months ended February 28, 2026, and February 28, 2025, are as follows:
|
| Six months Ended February 28 |
| |||||
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
IP Licensing |
| $ |
|
| $ |
| ||
B2B |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
The Company recognized $
11. Income Taxes
For the six months ended February 28, 2026, the Company recognized a provision for income taxes of $
12. Stockholders' Equity
During the six months ended February 28, 2026, the Company completed the following issuances of common shares and warrants:
1. | On September 26, 2025, the Company, pursuant to a Securities Purchase Agreement, issued |
2. | On December 14, 2025, the Company, pursuant to a Securities Purchase Agreement, issued |
| 16 |
| Table of Contents |
A continuity schedule for warrants for the six months ended February 28, 2026, is presented below:
|
| Number of Warrants |
|
| Weighted Average Exercise Price |
| ||
Balance, August 31, 2025 |
|
|
|
| $ |
| ||
Issued |
|
|
|
|
|
| ||
Expired |
|
|
|
|
|
| ||
Balance, February 28, 2026 |
|
|
|
| $ |
| ||
A summary of warrants outstanding as of February 28, 2026, is presented below:
Number of Warrants |
|
| Weighted Average Exercise Price |
|
| Weighted Average Remaining Contractual Life ~in years~ |
| |||
|
|
|
|
|
|
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| |||
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|
| $ |
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| |||
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| |||
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| |||
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| |||
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| |||
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| |||
|
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|
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| |||
|
|
|
|
|
|
|
| |||
|
|
| $ |
|
|
|
| |||
Stock Options
The Company established an Equity Incentive Plan whereby our Board,
Stock options currently granted must be exercised within five years from the date of grant or such lesser period as determined by the Company’s board of directors. The vesting terms of each grant are also set by the board of directors. The exercise price of an option is equal to or greater than the closing market price of the Company’s common shares on the date of grant.
A continuity schedule for stock options is presented below:
|
| Options |
|
| Weighted Average Exercise Price |
|
| Weighted Average Remaining Contractual Term (years) |
|
| Aggregate Intrinsic Value |
| ||||
Balance August 31, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Cancelled/expired |
|
| ( | ) |
|
|
|
|
|
|
|
| - |
| ||
Granted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Balance August 31, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Cancelled/expired |
|
| ( | ) |
| $ |
|
|
| - |
|
|
|
| ||
Granted |
|
| - |
|
|
|
|
|
| - |
|
|
| - |
| |
Balance February 28, 2026 (outstanding) |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Balance February 28, 2026 (exercisable) |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
| 17 |
| Table of Contents |
The Company did not grant any stock options during the six months ended February 28, 2026.
Stock-based compensation expense for the six-month periods ended February 28, 2026, and February 28, 2025, totaled $
As of February 28, 2026, the total unrecognized non-cash compensation costs are $
13. Commitments, Significant Contracts and Contingencies
Right of Use Assets - Operating Lease
The corporate office and R&D laboratory are located in Kelowna, British Columbia, Canada. The related lease was renewed until November 15, 2028. In addition to minimum lease payments, the lease requires us to pay property taxes and other operating costs which are subject to annual adjustments.
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| February 28, 2026 |
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| August 31, 2025 |
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Right of use assets - operating leases |
| $ |
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| $ |
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Amortization |
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| ( | ) |
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| ( | ) |
Total lease assets |
| $ |
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| $ |
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Liabilities: |
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Lease payments |
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| ( | ) |
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| ( | ) |
Interest accretion |
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Total lease liabilities |
| $ |
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| $ |
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Operating lease cost |
| $ |
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| $ |
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Operating cash flows for lease |
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| $ | ( | ) |
Remaining lease term |
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Discount rate |
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| % |
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| % | ||
Pursuant to the terms of the Company’s lease agreements in effect, the following table summarizes the Company’s maturities of operating lease liabilities as of February 28, 2026:
2026 |
| $ |
| |
2027 |
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2028 |
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2029 |
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Thereafter |
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Total lease payments |
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Less: imputed interest |
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| ( | ) |
Present value of operating lease liabilities |
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Less: current obligations under leases |
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| ( | ) |
Total |
| $ |
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| 18 |
| Table of Contents |
14. Segment Information
The Company has one reportable segment: IP licensing. The IP licensing segment generates revenue from customers by licensing its proprietary DehydraTECH technology.
The IP licensing segment's accounting policies are the same as those described in the summary of significant accounting policies at Note 2.
The chief operating decision maker, our Chief Executive Officer, assesses performance of the IP Licensing segment and makes resource allocation decisions based on cash flows that are also reported on the Consolidated Statements of Cash Flows.
The measure of segment assets is reported on the balance sheet as consolidated total assets.
The measure of segment profit or loss is net loss as per the Consolidated Statements of Operations and Comprehensive Loss.
The Company invested in additions to intellectual property and purchases of equipment totaling $
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| Six Months Ended February 28, |
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IP Licensing Segment |
| 2026 |
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| Licensing revenue |
| $ |
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| less: |
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| Research and Development |
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| Consulting |
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| Wages & Salaries |
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| Legal and professional |
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| Accounting and audit |
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| Advertising and promotions |
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| Depreciation and amortization |
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| Office and miscellaneous (a) |
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| Travel |
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Impairment Loss |
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| |
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| Other income (loss) |
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| ( | ) |
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| Segment net loss |
| $ | ( | ) |
| $ | ( | ) |
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| Reconciliation of profit and loss: |
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| B2B revenue |
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| less: |
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| B2B cost of sales |
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| B2B operating expenses |
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| ( | ) | |
| Consolidated net loss before income taxes |
| $ | ( | ) |
| $ | ( | ) |
(a) Office and miscellaneous expense includes office expense, foreign currency exchange gains and losses, bad debt, and other overhead expenses.
15. Subsequent Events
On March 17, 2026, the
| 19 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Statements
This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact may be forward-looking statements. These statements relate to future events or our future financial performance. Any forward-looking statements are based on our present beliefs and assumptions as well as the information currently available to us. In some cases, forward-looking statements are identified by terminology such as “may”, “will”, “should”, “could”, “targets”, “goal”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” set forth in Item 1(A) and in our annual report on Form 10-K, as filed with the Securities and Exchange Commission on November 28, 2025, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We caution you not to place undue reliance on any forward-looking statements as they speak only as of the date on which such statements were made, and we undertake no obligation to update any forward-looking statement or to reflect the occurrence of an unanticipated event. New factors may emerge, and it is not possible to predict all factors that may affect our business and prospects. Further, management cannot assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Our unaudited interim consolidated financial statements are stated in United States Dollars (“US$”) and are prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”). The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in US$. All references to “common shares” and “shares” refer to the common shares in our capital stock, unless otherwise indicated. The terms “Lexaria” “we”, “us”, “our” and “Company” mean the Company and/or our subsidiaries, unless otherwise indicated.
The following discussion should be read in conjunction with our condensed financial statements and accompanying notes in this quarterly report on Form 10-Q, and our audited financial statements with notes in our annual report on Form 10-K for the year ended August 31, 2025.
Company Overview
Lexaria’s DehydraTECH patented technology is a drug delivery platform technology that improves the way that Active Pharmaceutical Ingredients (“API”) enter the bloodstream and brain tissue. Based on R&D studies completed in animals and humans, DehydraTECH has been shown to improve the delivery of bioactive compounds into the bloodstream, offering potential to lower overall dosing, and is highly effective in API delivery available in a range of formats from oral ingestible to oral buccal/sublingual to topical products. DehydraTECH substantially improves the rapidity and quantity of API transport to the blood plasma and brain using the body’s natural process for distributing fatty acids via oral ingestion. This technology extends across many categories beyond the primary pharmaceutical focus of the Company, from foods and beverages to cosmetic products and nutraceuticals.
| 20 |
| Table of Contents |
Research & Development Summary
Lexaria is advancing its preclinical R&D activities as well as planned future clinical programs. During the six months ended February 28, 2026, Lexaria:
| · | Completed final data collection, via its wholly owned subsidiary, Lexaria (AU) Pty Ltd, for its Australian Phase 1b 12-week chronic clinical study (GLP-1-H24-4) of DehydraTECH formulated cannabidiol and semaglutide (separately and in combination) and tirzepatide in overweight or obese, or pre- and Type II diabetic participants. Subsequently, in December 2025, the Company announced findings from this study indicating that it met its primary endpoint objectives showing good safety and tolerability of all DehydraTECH test articles with clear reductions in total and gastrointestinal-specific adverse events relative to the Rybelsus® control arm. The Study demonstrated positive findings across numerous parameters with comparability, and in some instances, superiority to the Rybelsus® control arm; |
|
|
|
| · | Announced the extension of the Material Transfer Agreement (“MTA”) through April 30, 2026 originally entered into with a pharmaceutical company (“PharmaCO”) on September 4, 2024. The extension provides PharmaCO with the time required for receipt and review of the full dataset from Lexaria’s Australian study, at which time further information will be provided. This allows the two parties to continue their relationship under the MTA, keep the temporary exclusive license active and in force, and contemplate additional strategic planning discussions with PharmaCO’s human clinical development team; and |
|
|
|
| · | Announced positive final results from its GLP-1-H25-5 Human Pilot Study comparing oral DehydraTECH enhanced liraglutide (“DHT-LIR”) to the commercially available injected Saxenda® liraglutide. These results demonstrated achievement of the primary safety and tolerability endpoint for DHT-LIR, comparable functionality of DHT-LIR and Saxenda® and comparable efficacy. |
|
|
|
| · | Announced information on three new studies from its 2026 R&D Program which are representative of the Company’s primary areas of focus during for the fiscal year (see MD&A Research & Development section below). |
Financings
During the six months ended February 28, 2026, the Company entered into a Securities Purchase Agreement whereby on:
| · | On September 29, 2025, the Company issued 2,666,667 shares of common stock at a purchase price of $1.50 per share for gross proceeds of $4.0 million. Share issuance costs of $0.6 million were charged to additional paid in capital. The shares were registered pursuant to a take down of the Company’s Form S-3 registration statement. Concurrently, the Company issued 2,666,667 share purchase warrants, entitling the holders thereof to purchase up to 2,666,667 shares of common stock at a price of $1.37 per share for a period of five years from the effective date of the S-1 Registration Statement registering the shares of common stock issuable upon exercise of the warrants. We also issued H.C. Wainwright, the exclusive placement agent for the offering, warrants to purchase up to 93,333 shares at an exercise price of $1.875 per share. HCW was paid 7% of the gross proceeds and was reimbursed $70,000 for its expenses and $15,950 in closing fees. |
|
|
|
|
| On December 14, 2025, the Company issued 2,661,600 shares of common stock at a purchase price of $1.315 per share for gross proceeds of $3.5 million. Share issuance costs of $0.5 million were charged to additional paid in capital. The shares were registered pursuant to a take down of the Company’s Form S-3 registration statement. Concurrently, the Company issued 2,661,600 share purchase warrants, entitling the holder thereof to purchase up to 2,661,600 shares of common stock at a price of $1.19 per share for a period of five years from the effective date of the S-1 Registration Statement registering the shares of common stock issuable upon exercise of the warrants. We also issued H.C. Wainwright, the exclusive placement agent for the offering, warrants to purchase up to 93,156 shares at an exercise price of $1.6438 per share. HCW was paid 7% of the gross proceeds and was reimbursed $70,000 for its expenses and $15,950 in closing fees. |
| 21 |
| Table of Contents |
Patents
Our current patent portfolio includes patent family applications or grants pertaining to Lexaria’s compositions, methods of use in improving API bioavailability and palatability and methods of treatment for a range of therapeutic indications, orally or topically, for a wide variety of APIs encompassing GLP-1/GIPs; fat soluble vitamins; NSAID pain medications; nicotine and its analogs; and cannabinoids. The pending and granted patents also cover the manufacturing and processing methods used to combine a variety of fatty acid-rich triglyceride oils with active pharmaceutical ingredients. This includes heating and drying methods and use of excipients and substrates.
The Company currently has several applications pending worldwide and due to the complexity of pursuing patent protection, the quantity of patent applications will vary continuously as each application advances or stalls. We continue to investigate national and international opportunities to pursue expansions and additions to our intellectual property portfolio. Patents have been filed or granted specifically for the use of DehydraTECH with GLP-1/GIP drugs to support our ongoing and expanding cardiometabolic clinical research programs in this therapeutic field for the treatment of diabetes/weight loss. Patents have been filed or granted specifically for the use of DehydraTECH with cannabinoids for the treatment of heart disease and hypertension to support our anticipated clinical trial work under our cleared Investigational New Drug (“IND”) application with the Food and Drug Administration (“FDA”), and for treatment of other prospective therapeutic indications of interest to us including epilepsy.
We will continue to seek beneficial acquisitions of intellectual property if and when we believe it is advisable to do so. Due to the inherent unpredictability of scientific discovery, it is not possible to predict if or how often such new applications might be filed, or patents issued.
| 22 |
| Table of Contents |
Below we summarize Lexaria’s granted patents.
Issued Patent # | Patent Grant Date | Patent Family |
US 9,474,725 B1 | 10/25/2016 | #1 Food and Beverage Compositions Infused With Lipophilic Active Agents and Methods of Use Thereof
|
US 9,839,612 B2 | 12/12/2017 | |
US 9,972,680 B2 | 05/15/2018 | |
US 9,974,739 B2 | 05/22/2018 | |
US 10,084,044 B2 | 09/25/2018 | |
US 10,103,225 B2 | 10/16/2018 | |
US 10,381,440 | 08/13/2019 | |
US 10,374,036 | 08/06/2019 | |
US 10,756,180 | 08/25/2020 | |
AU 2015274698 | 06/15/2017 | |
AU 2017203054 | 08/30/2018 | |
AU 2018202562 | 08/30/2018 | |
AU 2018202583 | 08/30/2018 | |
AU 2018202584 | 01/10/2019 | |
AU 2018220067 | 07/30/2019 | |
EP 3164141 | 11/11/2020 | |
JP 6920197 | 07/28/2021 | |
CDN 2949369 | 06/13/2023 | |
EP 3858364 | 09/17/2025 | |
AU 2016367036 | 07/30/2019 | #2 Methods for Formulating Orally Ingestible Compositions Comprising Lipophilic Active Agents |
JP 6963507 | 10/19/2021 | |
MX 388 203 B | 11/26/2021 | |
AU 2016367037 | 08/15/2019 | #3 Stable Ready-to-Drink Beverage Compositions Comprising Lipophilic Active Agents |
IN 365864 | 04/30/2021 | |
JP 6917310 | 07/21/2021 | |
MX 390001 | 02/10/2022 | |
JP 7232853 | 02/22/2023 | |
CDN 2984917 | 09/26/2023 | |
CDN 3093414 | 12/13/2022 | #6 Transdermal and/or Dermal Delivery of Lipophilic Active Agents |
EP 3765088 | 03/20/2024 | |
JP 7112510 | 07/26/2022 | #7 Lipophilic Active Agent Infused Compositions with Reduced Food Effect |
AU 2019256805 | 06/16/2022 | #8 Compositions Infused with Nicotine Compounds and Methods of Use Thereof |
CDN 3096580 | 05/23/2023 | |
CDN 3111082 | 08/29/2023 | #14 Lipophilic Active Agent Infused Tobacco Leaves and/or Tobacco Materials and Methods of Use Thereof |
US 11,311,559 | 04/26/2022 | #18 Compositions and Methods for Enhanced Delivery of Antiviral Agents |
AU 2021261261 | 03/23/2023 | |
JP 7415045 | 01/05/2024 | |
CDN 3172889 | 05/28/2024 | |
AU 2023200736 | 10/02/2025 |
| 23 |
| Table of Contents |
US 11,700,875 | 07/18/2023 | #20 Compositions and Methods for Sublingual Delivery of Nicotine |
CDN 3196911 | 12/05/2023 | |
JP 7675819 | 05/01/2025 | |
AU 2023240953 | 01/15/2026 | |
US 11,666,544 | 06/06/2023 | #21 Compositions and Methods for Treating Hypertension |
US 11,666,543 | 06/06/2023 | |
US 11,980,593 | 05/14/2024 | |
EP 4326249 | 10/15/2025 | |
JP 7823051 | 02/20/2026 | |
JP 7823052 | 02/20/2026 | |
US 11,931,369 | 03/19/2024 | #24 Compositions and Methods for Treating Epilepsy |
US 11,944,635 | 04/02/2024 | |
US 11,986,485 | 05/21/2024 | |
US 12,023,346 | 07/02/2024 | |
US 12,213,986 | 02/04/2025 | |
US 12,220,422 | 02/11/2025 | |
AU 2024202447 | 06/12/2025 | |
AU 2024202475 | 07/24/2025 | |
AU 2024202439 | 01/08/2026 | |
AU 2024202518 | 01/08/2026 | |
EP 4522133 | 01/14/2026 | |
AU 2024205127 | 02/12/2026 | |
US 12,397,042 | 08/26/2025 | #27 Compositions and Methods for Treating Diabetes |
US 12,472,236 | 11/18/2025 | |
AU 2025205229 | 02/12/2026 | |
AU 2024394427 | 02/12/2026 |
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| Table of Contents |
Research & Development
The Company regularly pursues new R&D programs that investigate potential commercial applications for the incorporation of DehydraTECH. These include, but are not limited to, ongoing programs to explore different therapeutic indications which DehydraTECH-enhanced drug products can be utilized to treat. Currently, our primary clinical research areas of interests are focused on the investigation of DehydraTECH-powered GLP-1/GIP drugs as well as CBD for the treatment of diabetes and weight loss and, also, CBD for the reduction of hypertension for which our IND application to perform a Phase 1b study received a Study May Proceed letter from the FDA in early calendar-2024. Previously, our study programs provided successful human and/or animal testing results with DehydraTECH formulations of nicotine for oral pouches and prospective nicotine replacement therapy, human hormones, antiviral drugs, CBD for diabetes, weight loss, seizure disorder applications, and others. Depending on the number or complexity of the programs undertaken, R&D budgets are expected to vary significantly. It is in our best interest to remain flexible at this early stage of our R&D efforts in order to capitalize on potential novel findings from early-stage tests and thus redirect research when necessary into specific avenues that offer the most reward.
Chronic Dosing Human Study (GLP-1-H24-4)
During the quarter ended February 28, 2026, Lexaria via its wholly owned subsidiary, Lexaria (AU) Pty Ltd, completed the close-out and data analysis activities for its Australian clinical study (GLP-1-H24-4), with its CRO service provider, Novotech (Australia) Pty Limited. GLP-1-H24-4 investigated DehydraTECH formulated cannabidiol and semaglutide alone or in combination, as well as DehydraTECH formulated tirzepatide, in overweight or obese or pre- and Type II diabetes participants. Participant enrolment for all five arms of study GLP-1-H24-4 resulted in the dosing of 100+ participants. In December 2025, the Company announced findings from this study indicating that it met its primary endpoint objectives showing good safety and tolerability of all DehydraTECH test articles with clear reductions in total and gastrointestinal-specific adverse events relative to the Rybelsus® control arm. The Study demonstrated positive findings across numerous parameters with comparability, and in some instances, superiority to the Rybelsus® control arm.
Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible for the Australian research and development incentive described in Note 2 above and has submitted an application for the credit with respect to eligible expenditures incurred during the fiscal year ended August 31, 2025.
Human Pilot Study #5 (GLP-1-H24-5)
During the quarter ended February 28, 2026, Lexaria with its third-party bioanalytical service providers completed its pharmacokinetic (“PK”) blood liraglutide quantitation and profiling results from this study. This included the use of two different manufactured brands of commercially available ELISA (enzyme-linked immunosorbent assay) test kits. Due to challenges encountered with background signal noise detection (believed to be attributable to the fact that liraglutide and other peptide drugs are commonly known to bind with, and have poor separation from, albumin; a naturally occurring protein present in human blood plasma) that complicated the ability to accurately capture blood liraglutide measurements in both the Saxenda® and DHT-LIR study samples, results were limited to exploratory visualization of the raw ELISA signals which, nonetheless, over time demonstrated broadly similar temporal patterns. The visualization of the similar signal patterns of the two treatments is consistent with the instances of functional comparability otherwise demonstrated in the study.
The two most important strategic objectives of this study were:
1 – To discover whether the DehydraTECH processing of liraglutide would work sufficiently enough to potentially allow for an oral version of the drug to be compared to the current injection-only delivery method; and
2 – To demonstrate that oral DHT-LIR could produce comparable functional results to the injected version, allowing for an expedited FDA regulatory development pathway known as a 505(b)(2) new drug application that is available when an alternate version of a drug (e.g., the dosage form change from injection to oral administration as tested within this Study) retains certain similar performance characteristics as an earlier-approved version of that same drug.
Both of these objectives were successfully accomplished, while also evidencing tolerability advantages of DHT-LIR over Saxenda® from a user appeal perspective.
Long Term Stability Testing
Lexaria also routinely studies the chemical and microbiological purity and stability of select DehydraTECH compositions that it has prepared for its animal and human studies over an extended duration of 6-12 months. Along with improved tolerability, PK and efficacy performance, long term stability is crucial if oral variants of GLP-1 / GIP drugs are to be seriously considered as replacements for currently injectable versions of these drugs. Stability findings thus far are positive and meeting internal expectations.
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| Table of Contents |
Hypertension Phase 1b IND Trial HYPER-H23-1
The FDA provided Lexaria with a positive written response on August 10, 2022, from our pre-IND meeting regarding DehydraTECH-CBD for the treatment of hypertension. The FDA confirmed that it had agreed with Lexaria’s proposal to pursue a 505(b)(2) new drug application (“NDA”) regulatory pathway for our program. On January 29, 2024, Lexaria submitted its IND application with the FDA and it received a Study May Proceed letter from the FDA on February 29, 2024. Since that time, Lexaria is attending to its annual reporting update obligations to the FDA for study HYPER-H23-1 to maintain its active status and continues to address certain of the FDA conditions while also seeking funding to commence the study.
The IND application was supported by the results of Lexaria’s five investigator-initiated human clinical studies of its DehydraTECH-CBD which were conducted between 2018-2023, in an aggregate total of 134 people, without recording a single serious adverse event (the “HYPER Studies”). The HYPER Studies evidenced significant reductions in resting blood pressure over both acute and multi-week dosing regimens alone and, in some cases, complementary to standard of care medications; suggesting that DehydraTECH-CBD has the potential to have broad therapeutic utility.
Of note, DehydraTECH-CBD was evaluated recently in Lexaria’s Australian clinical study GLP-1-H24-4, with findings announced in December 2025, in overweight or obese, or pre- and Type II diabetic participants. It was noteworthy therein that the DehydraTECH-CBD arm achieved meaningful reductions in blood pressure supportive of the Company’s hypertension treatment interests, even though study GLP-1-H24-4 was pursued to assess formulations for distinct potential therapeutic use in the fields of diabetes and weight loss management. At week 4 of treatment in study GLP-1-H24-4, a mean change of −4.6 mmHg in systolic blood pressure and −4.0 mmHg in diastolic blood pressure was evidenced in the DehydraTECH-CBD arm. Blood pressure reductions were also evident in this arm following completion of treatment at the week 16 follow up point (4 weeks after cessation of treatment) with a mean change of −2.6 mmHg in systolic blood pressure and −3.0 mmHg in diastolic blood pressure reported.
FY26 Research and Development Program
The Company’s 2026 research and development program is designed to broaden pharmaceutical, intellectual property, and business development opportunities through new and improved formulations. It includes the following:
| · | A five-week parallel group human study consisting of three different arms with primary goals of establishing safety and tolerability, as well as pharmacokinetic evaluation, comparing salcaprozate sodium (“SNAC”)-inclusive DehydraTECH-semaglutide tablet and capsule formulations to the recently launched, commercially available Wegovy® semaglutide tablets under fasted pre-dose conditions. |
|
|
|
| · | Animal studies designed to establish scientific evidence supporting new concepts, procedures and formulations intended to facilitate the development of new intellectual property through the development and filing of patent applications; and to test wide varieties of conditions and formulations to narrow down choices prior to potential future corroborating human study work. |
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies and Estimates
Our consolidated financial statements and accompanying notes are prepared in accordance with US GAAP. These accounting principles require management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses during the periods reported. Based on information available to management at the time, these estimates, judgments and assumptions are considered reasonable. We believe that understanding the basis and nature of the estimates, judgments and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.
A critical accounting estimate is an accounting estimate for which a) the nature of the estimate is material due to the related level of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and b) the impact of the estimate on the Company’s financial position or operating performance is material. We did not identify any such estimates in our Annual Report on Form 10-K for the year ended August 31, 2025 and none have been identified for the six months ended February 28, 2026.
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| Table of Contents |
Funding Requirements
We anticipate that our expenditures in connection with our ongoing R&D program will continue, specifically with respect to our animal and human clinical trials of our DehydraTECH formulations for the purposes of our investigations with GLP-1 drugs and treating hypertension. As we move forward with our planned R&D studies, we anticipate that we will continue to incur operating losses and negative cash flows for the foreseeable future covering 2026 and beyond.
Through February 28, 2026, we have funded our operations primarily through the proceeds from the sale of common stock. The Company has consistently incurred recurring losses and negative cash flows from operations, including net losses of $3,050,235 and $5,423,600 for the six months ended February 28, 2026, and February 28, 2025, respectively.
During the six months ended February 28, 2026, we raised $6.5 million in net proceeds from the sale of securities pursuant to our Registered Direct offerings which closed in September, 2025 and December, 2025.
The continuation of Lexaria as a going concern depends on raising additional capital and/or attaining and maintaining profitable operations. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern within one year following the date that these consolidated financial statements on Form 10-Q are filed and do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our Company discontinue operations. The Company expects that its current cash resources will be sufficient to fund the Company’s operations through the first quarter of fiscal year 2027. However, management has also concluded that given the Company’s current cash position, recurring losses from operations and net capital deficiency, there is substantial doubt as to the Company’s ability to continue as a going concern within one year following the date that these consolidated financial statements are issued.
Results of Operations for the Period Ended February 28, 2026, and February 28, 2025
Our net loss for the six months ended for the respective items are summarized as follows:
|
| February 28, |
|
| February 28, |
|
|
| ||||
|
| 2026 |
|
| 2025 |
|
| Change |
| |||
|
|
|
|
|
|
|
|
|
| |||
Revenue |
| $ | 20,000 |
|
| $ | 357,923 |
|
| $ | (337,923 | ) |
Cost of goods sold |
|
| - |
|
|
| (2,720 | ) |
|
| 2,720 |
|
Research & development |
|
| (1,146,728 | ) |
|
| (3,639,136 | ) |
|
| 2,492,408 |
|
Consulting fees & salaries |
|
| (958,866 | ) |
|
| (1,004,672 | ) |
|
| 45,806 |
|
Legal and professional |
|
| (512,564 | ) |
|
| (386,559 | ) |
|
| (126,005 | ) |
Other general & administrative |
|
| (427,376 | ) |
|
| (766,555 | ) |
|
| 339,179 |
|
Other income (loss) |
|
| (20,312 | ) |
|
| 18,119 |
|
|
| (38,431 | ) |
Net loss before income taxes |
| $ | (3,045,846 | ) |
| $ | (5,423,600 | ) |
| $ | 2,377,754 |
|
Revenue
Fees from intellectual property licensing and B2B sales totaled $20,000 and $357,923, respectively, for the six-month periods ended February 28, 2026 and February 28, 2025. For the six months ended February 28, 2026, relative to the six months ended February 28, 2025, license fees and B2B sales decreased by $328,000 and $9,923, respectively, reflecting the expiration of the Premier Anti-Aging Co., Ltd. licensing contract and a continuing shift in emphasis away from pursuit of B2B clients as we move toward pharmaceuticals. The Company did not recognize any other revenue during the six months ended February 28, 2026 or the six months ended February 28, 2025.
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Research and Development
Expenditures on R&D decreased by $2,492,408 year-over-year for the six-month period ended February 28, 2026, as we completed our Phase 1b Clinical Trial (GLP-1-H24-4) in December of 2025. Lexaria continues with applied development and programs in our pharmaceutical division with our primary focus being on optimization of DehydraTECH formulations of GLP-1 drugs, as well as advancing our DehydraTECH-CBD drug to treat hypertension.
Consulting Fees and Salaries
In the six months ended February 28, 2026, consulting fees and salaries decreased by $45,806 year-over-year, primarily due to lower stock-based compensation ($116,744) and the discontinuation of certain consulting arrangements ($134,182); partially offset by higher incentive compensation ($131,071) and salary adjustments ($74,150) .
Legal and Professional Fees
Our legal and professional fees increased by $126,005 during the six months ended February 28, 2026 as compared to the same prior year period due to higher accounting and professional fees associated with registration statement filings, financing activities and the utilization of legal advisory services.
General and Administrative
Our other general and administrative expenses decreased in total by $339,179 during the six-month period ended February 28, 2026, as compared to the same prior year period. The decrease is primarily attributable to lower spending on advertising and promotions ($307,972) and decreased impairment losses ($33,540).
Liquidity and Financial Condition
Working Capital |
| February 28, |
|
| August 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Current assets |
| $ | 5,770,282 |
|
| $ | 3,468,345 |
|
Current liabilities |
|
| (214,671 | ) |
|
| (1,493,463 | ) |
Net working capital |
| $ | 5,555,611 |
|
| $ | 1,974,882 |
|
Cash Flows |
| February 28, |
|
| February 28, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Cash flows used in operating activities |
| $ | (3,147,970 | ) |
| $ | (4,223,936 | ) |
Cash flows used in investing activities |
|
| (59,008 | ) |
|
| (65,698 | ) |
Cash flows provided by financing activities |
|
| 6,518,105 |
|
|
| 4,357,113 |
|
Effect of exchange rate changes on cash |
|
| 14,891 |
|
|
| (98,430 | ) |
Net change in cash for the period |
| $ | 3,326,018 |
|
| $ | (30,951 | ) |
Operating Activities
Net cash used in operating activities was approximately $3.1 million for the six months ended February 28, 2026, compared with $4.2 million during the same prior year period. The decrease is attributable to a decrease of $2.4 million in our net loss, partially offset by an increase in operating assets and liabilities of $1.2 million as we completed Study GLP-1-H24-4, and a decrease of $0.1 million in non-cash expenses.
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Investing Activities
Net cash used in investing activities was $59,008 for the six months ended February 28, 2026, compared to $65,698 for the same prior year period. The decrease relates primarily to lower spending on the prosecution of intellectual property, partially offset by increased purchases of laboratory equipment.
Financing Activities
Net cash from financing activities was approximately $6.5 million for the six months ended February 28, 2026, compared to approximately $4.4 million for the same prior year period. The increase relates to higher net proceeds from the sale of common shares.
Liquidity and Capital Resources
Since inception, the Company has incurred significant operating and net losses. Net losses attributable to shareholders were $3.0 million and $5.4 million for the six months ended February 28, 2026, and February 28, 2025, respectively. As of February 28, 2026, we had an accumulated deficit of $66.5 million. We expect to continue to incur significant operational expenses and net losses in the upcoming 12 months. Our net losses may fluctuate significantly from quarter to quarter and year to year, depending on the stage and complexity of our R&D studies and corporate expenditures, additional revenues received from the licensing of our technology, if any, and the receipt of payments under any current or future collaborations into which we may enter. The recurring losses and negative net cash flows raise substantial doubt as to the Company’s ability to continue as a going concern.
Sources of Liquidity
During the six months ended February 28, 2026, the Company has completed the following:
| · | Entered into a Securities Purchase Agreement whereby on September 29, 2025, the Company issued 2,666,667 shares of common stock at a purchase price of $1.50 per share for gross and net proceeds of $4.0 million and $3.4 million, respectively. Concurrently, the Company issued, by way of a private placement transaction, 2,666,667 share purchase warrants, entitling the holder thereof to purchase up to 2,666,667 shares of common stock at a price of $1.37 per share for a period of five years from the effective date of the S-1 Registration Statement registering the warrant shares. The shares registered pursuant to a take down of the Company’s Form S-3 registration statement and the warrants and related warrant shares were registered pursuant to a Form S-1 registration statement. We also issued the placement agent warrants to purchase up to 93,333 shares for a period of five years from the date of issuance at an exercise price of $1.875 per share. |
|
|
|
| · | Entered into a Securities Purchase Agreement whereby on December 14, 2025, the Company issued 2,661,600 shares of common stock at a purchase price of $1.315 per share for gross and net proceeds of $3.5 million and $3.0 million, respectively. Concurrently, the Company issued, by way of a private placement transaction, 2,661,600 share purchase warrants, entitling the holder thereof to purchase up to 2,661,600 shares of common stock at a price of $1.19 per share for a period of five years from the effective date of the S-1 Registration Statement registering the warrant shares. The shares registered pursuant to a take down of the Company’s Form S-3 registration statement and the warrants and related warrant shares were registered pursuant to a Form S-1 registration statement. We also issued the placement agent warrants to purchase up to 93,156 shares for a period of five years, at an exercise price of $1.6438 per share. |
We may also offer securities in response to market conditions or other circumstances if we believe such a plan of financing is required to advance the Company’s business plans. There is no certainty that future equity or debt financing will be available or that it will be at acceptable terms and the outcome of these matters is unpredictable. A lack of adequate funding may force us to reduce spending, curtail or suspend planned programs or possibly liquidate assets. Any of these actions could adversely and materially affect our business, cash flow, financial condition, results of operations, and potential prospects. The sale of additional equity may result in additional dilution to our stockholders. Entering into additional licensing agreements, collaborations, partnerships, alliances marketing, distribution, or licensing arrangements with third parties to increase our capital resources is also possible. If we do so, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us.
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Going Concern
The accompanying unaudited consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business. As of February 28, 2026, the Company had cash and cash equivalents of approximately $5.1 million to settle $0.2 million in current liabilities. We have performed a review of our cash flow forecast, and given our current development plans and cash management efforts, we anticipate that our cash resources will be sufficient to fund operations through the first quarter of fiscal year 2027. However, we have also concluded that our existing cash, combined with inflows expected from executed license agreements, will not be sufficient to meet the Company's financial obligations for the twelve-month period following the issuance of these consolidated financial statements. Accordingly, there is substantial doubt as to our ability to continue as a going concern for at least one year following the date of the financial statements included in this quarterly report. We intend to fund operations, working capital and other cash requirements for the twelve-month period subsequent to February 28, 2026 through equity financing arrangements and potentially from collaborations or strategic partnerships.
The successful outcome of future activities cannot be determined at this time and there is no assurance that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operating results.
The consolidated financial statements do not include any adjustments related to this uncertainty and as to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our President, our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial and Accounting Officer) to allow for timely decisions regarding required disclosure.
As of February 28, 2026, the fiscal quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of February 28, 2026.
Inherent limitations on Effectiveness of Controls
Internal control over financial reporting has inherent limitations which include but are not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, regulations, segregation of management duties, scale of organization, and personnel factors. It is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. It can be circumvented by collusion or improper management override. Internal control over financial reporting may not prevent or detect misstatements on a timely basis. These inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, these risks. Systems determined to be effective can provide only reasonable assurances with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
During the quarter ended February 28, 2026, our controls and controls processes remained consistent with those in effect at August 31, 2025. There have been no changes in our internal controls over financial reporting that occurred during the quarter ended February 28, 2026, that have materially or are reasonably likely to materially affect our internal controls over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings
We are not party to any material, pending or existing legal proceedings against our Company or its subsidiaries, nor are we involved as a plaintiff in any other material proceeding or pending litigation. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
Item 1A. Risk Factors
Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.
The risks associated with our business, common stock and other factors are those described below and in our Form 10-K for the year ended August 31, 2025, as filed with the SEC on November 28, 2025.
In the event that we fail to satisfy any of the listing requirements of the Nasdaq Capital Market, our common stock may be delisted, which could affect our market price and liquidity.
Our common stock is listed on the Nasdaq Capital Market. For continued listing on the Nasdaq Capital Market, we will be required to comply with the continued listing requirements, including the minimum market capitalization standard, the corporate governance requirements and the minimum closing bid price requirement, among other requirements. On February 4, 2026, we received a deficiency letter from the Nasdaq Listings Qualifications Department notifying us that, for the last 30 consecutive business days, the bid price for our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market. We have been provided with a 180-day compliance period or until August 3, 2026, in which to regain compliance, which could potentially be extended by Nasdaq for an additional 180 days so long as we are otherwise in compliance with all listing requirements. If we do not achieve compliance with the minimum bid rule by August 3, 2026, we intend to request an additional 180-day compliance period from Nasdaq. As we are currently in compliance with all other listing requirements, we expect to receive the additional 180-day compliance period, during which time we will determine what actions, if any, are needed to regain compliance with the minimum bid price requirement. Such actions may include effecting a reverse stock split if we are unable to regain compliance with the minimum bid price requirement. Even if a reverse stock split is effected, there can be no assurance that we will maintain compliance with the minimum bid price requirement, or that we will continue to be in compliance with the other continued listing requirements of the Nasdaq Capital Market.
In the event that we fail to regain compliance with the minimum bid price requirement, we fail to obtain a second compliance period from Nasdaq, or we fail to satisfy any of the other listing requirements of the Nasdaq Capital Market, our common stock may be delisted. If our securities are delisted from trading on the Nasdaq Capital Market, and we are not able to list our securities on another exchange, our securities could be quoted on the OTC Bulletin Board or on the “pink sheets.” As a result, we could face significant adverse consequences including:
| · | a limited availability of market quotations for our securities; |
| · | a determination that our common stock is a “penny stock,” which would require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
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| · | a limited amount of news and analyst coverage; |
| · | a limited ability to raise equity capital to continue to fund our research and development programs; and |
| · | a limited ability to acquire other companies or technologies by using our shares as consideration. |
Item 2. Recent Sales of Unregistered Equity Securities
During the six months ended February 28, 2026, the Company issued:
| · | 2,666,667 share purchase warrants with an exercise price of $1.37 that expire on December 9, 2030 to purchase up to 2,666,667 shares of common stock; |
| · | 93,333 placement agent share purchase warrants with an exercise price of $1.875 that expire on September 26, 2030 to purchase up to 93,333 shares of the common stock; |
| · | 2,661,600 share purchase warrants with an exercise price of $1.19 that expire on January 14, 2031 to purchase up to 2,661,600 shares of common stock; and |
| · | 93,156 placement agent share purchase warrants with an exercise price of $1.6438 that expire on December 16, 2030 to purchase up to 93,156 shares of the common stock. |
Item 3. Rule 10b5-1 Trading Plans
Our Insider Trading Policy provides that our insiders,
Item 4. Exhibits, Financial Statement Schedules
a) Financial Statements
1) Financial statements for our Company are listed in the index under Item 1 of this document.
2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
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b) Exhibits
Exhibit Number |
| Description |
(3) |
| Articles of Incorporation and Bylaws |
3.1 |
| Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed January 14, 2021) |
3.2 |
| Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed January 14, 2021) |
(4) |
| Instruments Defining the Rights of Security Holders |
4.1 |
| Form of Private Placement Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed September 29, 2025) |
4.2 |
| Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed September 29, 2025) |
4.3 |
| Form of Private Placement Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed December 16, 2025) |
4.4 |
| Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed December 16, 2025) |
(10) |
| Material Contracts |
10.1 |
| Form of Securities Purchase Agreement dated September 26, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed September 29, 2025) |
10.2 |
| Form of Securities Purchase Agreement dated December 14, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed December 16, 2025) |
(31) |
| Rule 13(a) - 14 (a)/15(d) - 14(a) |
31.1 |
| Section 302 Certifications under Sarbanes-Oxley Act of 2002 of Principal Executive Officer |
31.2 |
| Section 302 Certifications under Sarbanes-Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer |
(32) |
| Section 1350 Certifications |
32.1 |
| Section 906 Certification under Sarbanes Oxley Act of 2002 of Principal Executive Officer |
32.2 |
| Section 906 Certification under Sarbanes Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer |
(101)** |
| Interactive Data Files |
101.INS |
| XBRL Instance Document |
101.SCH |
| XBRL Taxonomy Extension Schema Document |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LEXARIA BIOSCIENCE CORP.
By: | /s/ Richard Christopher |
|
Richard Christopher Chief Executive Officer (Principal Executive Officer) Date: April 13, 2026 |
| |
In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ Richard Christopher |
|
Richard Christopher Chief Executive Officer (Principal Executive Officer) Date: April 13, 2026 |
| |
|
| |
By: | /s/ Michael Shankman |
|
Michael Shankman Chief Financial Officer (Principal Financial and Accounting Officer) Date: April 13, 2026 |
| |
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