Lexaria Bioscience Corp. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Effective January 12, 2021, the Company’s common stock and warrants began trading on the Nasdaq Capital Markets under the symbols “LEXX” and “LEXXW”, respectively. Prior to this date the Company’s common stock was quoted on the OTCQX under the symbol “LXRP.” Our common shares were also quoted on the Canadian Securities Exchange under the symbol “LXX” until July 8, 2021. Since Lexaria's shares began trading on the Nasdaq, the overwhelming majority of trading has moved to Nasdaq, providing greater liquidity for shareholders. The Company expects to realize savings in fees and managerial time and effort that were required to maintain a dual listing that can now be redirected into the Company's applied research and development programs, further advancing the business of the Company. For these reasons, Lexaria's management team and Board of directors have made the decision to voluntarily delist from the CSE, consolidating the trading of its shares to Nasdaq. The stock market in general has experienced extreme stock price fluctuations in the past few years. In some cases, these fluctuations have been unrelated to the operating performance of the affected companies. Many companies have experienced dramatic volatility in the market prices of their common stock. The Company believes that several factors, both within and outside of its control, could cause the price of the Company’s common stock to fluctuate. The following quotations, obtained from Yahoo Finance , reflect the high and low bids, up to the first quarter of our 2021 fiscal year, for our common shares as quoted on the OTCQX and Nasdaq stock markets, based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. Thereafter, the high and low bids for the balance of the 2021 fiscal year represent trades of our common shares on the Nasdaq Capital Markets. All share and per-share amounts presented have been retroactively adjusted for all periods represented to reflect the 1-for-30 reverse stock split effected January 11, 2021. FY 2021 Bid Price High Low First quarter $ 10.79 $ 5.10 Second quarter $ 10.50 $ 3.98 Third quarter $ 8.85 $ 4.50 Fourth quarter $ 12.50 $ 5.29 FY 2020 First quarter $ 22.80 $ 12.00 Second quarter $ 17.10 $ 9.11 Third quarter $ 13.42 $ 6.54 Fourth quarter $ 15.64 $ 7.11 There were 5,726,699 common shares issued and outstanding as of August 31, 2021 (3,001,476 at August 31, 2020). As of November 25, 2021 there were approximately [49] shareholders of record. Dividend Policy We have not paid any and have no present intention of paying any dividends on our capital stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. As a result, we anticipate that only appreciation of the price of our common stock, if any, will provide a return to investors for at least the foreseeable future. Recent Sales of Unregistered Securities Other than set out below, we did not sell any equity securities which were not registered under the Securities Act during the year ended August 31, 2021, that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended August 31, 2021. A summary of the activity is set out in the table below: Type of Issuance Number of Shares Total Value $ Per agreements (1) 12,178 85,000 12,178 85,000 (1) The Company awarded the restricted common shares as required by consulting contracts. Page 40 of 90 Table of Contents Warrants There were 610,189 warrants at a strike price of $6.58 exercised during the year ended August 31, 2021. Equity Compensation Plan Information We have no long-term incentive plans other than the equity incentive plan described below. Equity Incentive Plan During the year ended August 31, 2021, the Company cancelled its 2014 Stock Option Plan. The 2007 and 2010 option plans were cancelled during the year ended August 2020. All future option issuances shall be made under the Equity Incentive Plan. The Board may, subject to the approval of any regulatory authority whose approval is required, amend, suspend or terminate this Plan or any portion thereof. No such amendment, suspension or termination shall alter or impair any outstanding unexercised Options or any rights without the consent of such Participant. If this Plan is suspended or terminated, the provisions of this Plan and any administrative guidelines, rules and regulations relating to this Plan shall continue in effect for the duration of such time as any Option remains outstanding. Securities authorized for issuance under equity compensation plans Plan Category Number of securities to be based upon exercise of outstanding options, warrants and rights Weighed-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plan [excluding securities reflected in column (a)] (a) (b) (c) Equity compensation plans not approved by shareholders Nil Nil Nil Equity compensation plans approved by shareholders 206,170 7.36 304,263 Total 206,170 7.36 304,263 Convertible Securities During the year ended August 31, 2021, pursuant to the Equity Incentive Plan the Company granted stock options to directors, officers, employees, and consultants that enable the option holders to purchase an aggregate of up to 84,900 common shares of the Company at prices of: 3,400 at $4.80, 38,500 at $5.31, 26,000 at $5.83, 5,000 at $5.31 vesting after one year and 12,000 at $5.04 vesting over three years. All options have a 5-year term. The 159,835 options vested have a fair value of $328,801 using the Black Scholes valuation method and were included in consulting and wages expense during the year. Page 41 of 90 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers We did not purchase any of our shares of common stock or other securities during our fiscal year ended August 31, 2021. Item 6. Selected Financial Data As a “Smaller Reporting Company”, this Item and the related disclosure is not required.