What changed in this filing

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Item 9A. Controls and Procedures

2022-11-28 compared with 2021-11-29 · 149 added, 162 removed, 300 unchanged (51% of the section changed)

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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 Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (also our Principal Executive Officer) and our Chief Financial Officer (also our Principal Financial and Accounting Officer) to allow for timely decisions regarding required disclosure.

As of August 31, 2021, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer (also our Principal Executive and Financial Reporting and Accounting Officers), of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on the foregoing, our Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

This information is accumulated and communicated to our management, including our Chief Executive Officer (also our Principal Executive Officer) and our Chief Financial Officer (also our Principal Financial and Accounting Officer) to allow for timely decisions regarding required disclosure.

As of August 31, 2022, the end of our fiscal year covered by this report, we carried out an evaluation under the supervision and with the participation of our CEO and CFO of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on the foregoing, our CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Responsibility estimates and judgments by management are required to assess the expected benefits and related costs of control procedures.

Estimates and judgments by management are required to assess the expected benefits and related costs of control procedures.

The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States.

Our management assessed the effectiveness of our internal control over financial reporting as of August 31, 2021.

In making this assessment, our management used the criteria set forth in the report entitled “ Internal Control — Integrated Framework ” published by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Our management has concluded that, as of August 31, 2021, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles.

Our management reviewed the results of their assessment with our Board of directors.

Management has assessed the effectiveness of our internal control over financial reporting as of August 31, 2022.

In making this assessment, management used the criteria set forth in the report entitled “ Internal Control — Integrated Framework ” published by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Management has concluded that as of August 31, 2022 our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP.

Our management reviewed the results of their assessment with our Board.

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors.

Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management override.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however 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, this risk.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

It is a process which involves human diligence and compliance and may be 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.

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Changes in Internal Control over Financial Reporting

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All directors of our Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified.

The officers of our Company are appointed by our board of directors and hold office until their death, resignation, or removal from office.

Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

The officers of our Company are appointed by our Board and hold office until their death, resignation, or removal from office.

Our directors and executive officers are as follows:

Position Held with our Company

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Al Reese, Jr.

Allan Spissinger

Former Chief Financial Officer

Brian Quigley

Former Director

Catherine Turkel

Business Experience

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He has extensive experience in the capital markets, corporate governance, project acquisition and corporate finance.

He is a named inventor on some of Lexaria’s pending patents.

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He is a named inventor on several of Lexaria’s pending patents.

Since 1988, Mr.

Bunka has been the CEO of CAB Financial Services Ltd., a private holding company located in Kelowna, Canada.

Bunka has been the CEO of CAB Financial Services Ltd., a private holding company located in Kelowna, BC, Canada.

He is a venture capitalist and corporate consultant.

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At Helix, Mr.

Docherty was also instrumental in the areas of investor/stakeholder relations, capital raising, capital markets development, strategic partnering, regulatory authority interactions and media relations, and he also served as a management member of its board of directors.

Prior to this, Mr.

Docherty was instrumental in the areas of investor/stakeholder relations, capital raising, capital markets development, strategic partnering, regulatory authority interactions and media relations.

He also served as a management member of its board of directors.

Previously, Mr.

Docherty was President and a board member of PharmaDerm Laboratories Ltd., a Canadian drug delivery company that developed unique microencapsulation formulation technologies for use with a range of active compounds.

Docherty has also held positions with companies such as Astra Pharma Inc., Nu-Pharm Inc.

Docherty also held positions with companies such as Astra Pharma Inc., Nu-Pharm Inc.

and PriceWaterhouseCoopers’ former global pharmaceutical industry consulting practice.

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Gregory Downey – Chief Financial Officer

Downey joined the Company in January 2019 as Controller and accepted the position of Chief Financial Officer in April 2021.

Downey brings over 35 years of diverse financial experience in the mining, oil and gas, manufacturing, construction, and public sectors as well as providing business advisory and financial accounting services to many mid-sized organizations.

Downey joined the Company was appointed Chief Financial Officer in April 2021 having joined the Company as Controller in January 2019 as Controller.

Downey brings over 35 years of diverse financial experience in the mining, oil and gas, manufacturing, construction, and in the public sector as well as providing business advisory and financial accounting services to several mid-sized organizations.

In addition, Mr.

Downey has a wide range of executive corporate experience having acted as the Chief Financial Officer and director of various public companies.

Downey has a wide range of executive corporate experience having acted as the Chief Financial Officer and director of public companies.

Downey obtained his Certified Management Accountant (CMA) designation in 1992 and is a member of the Chartered Professional Accountants (CPA) of British Columbia.

He holds a diploma in Business Administration from the Southern Alberta Institute of Technology.

Nicholas Baxter - Director

Baxter was appointed as a member on the board of directors of Lexaria Corp.

Baxter was appointed as a member of the board of directors of Lexaria Corp.

Baxter received a Bachelor of Science (Honours) from the University of Liverpool in 1975 and has worked on oil & gas projects in many areas of the world.

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Baxter brings extensive real-world experience as a board member.

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Ted McKechnie – Director

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McKechnie is also the Chairman/CEO of The Davies Group and William Davies Consulting Inc.

McKechnie is also a chairman of the board for Advanced Technology For Food Manufacturing, serves on the Board Of Governors for St Jerome’s University.

McKechnie is often called upon by think tanks, the government and industry leaders to offer insights on how to grow the food sector and add more value to the Canadian economy.

Reese has over 40 years experience in public and private businesses including as CFO of a formerly Nasdaq-listed energy company where he arranged finance transactions totaling over $10 billion dollars during his 20-year tenure.

Reese was a Director and Chairman of the Audit Committee of a community bank in Texas for ten years until such time as it was acquired by a larger banking group in 2018 and currently serves as an Independent Director and Chairman of the Audit Committee for a privately held insurance company headquartered in The Woodlands, Texas.

He is also a chairman of the board for Advanced Technology For Food Manufacturing, and serves on the Board Of Governors for St Jerome’s University.

McKechnie is often called upon by think tanks, government and industry leaders to offer insights on how to grow the food sector and add value to the Canadian economy.

Reese has over 40 years experience in public and private businesses including as CFO of a formerly Nasdaq-listed energy company where he arranged finance transactions totalling over $10 billion dollars during his 20-year tenure.

Reese was a Director and Chairman of the Audit Committee of a community bank in Texas for ten years until such time as it was acquired by a larger banking group in 2018.

He currently serves as an Independent Director and Chairman of the Audit Committee for a privately held insurance company headquartered in The Woodlands, Texas.

He has directed over 50 acquisitions and financings from as small as a few hundred thousand dollars to multibillion dollar transactions in both the domestic and international arenas.

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Reese is a Certified Public Accountant (1974) and received his Bachelor of Business Administration degree from Texas A&M University in 1971, and his MBA from University of Houston in 1977.

Turkel – Director

Turkel, PharmD, PhD has more than 20 years’ experience as an executive in start-up and mid-size pharma/biotech companies.

She was Founder and CEO of Nezee Therapeutics, and served as President and R&D head at Novus Therapeutics (renamed Eledon Pharmaceuticals – Nasdaq:

She currently acts as an independent Board Director at Object Pharma (private) and Prostate Cancer Research (nonprofit;

member of the Translational Scientific Advisory Committee) and is a Dean Advisor at Chapman University School of Pharmacy.

Turkel has formulated registration & commercial strategic plans and has led global development programs for pharmaceutical and biologic treatments from phase 1 through phase 4 related to Neurosciences, Pain, Cardiovascular, Psychiatry, Rare Diseases, Ophthalmology, Aesthetics, Urology and Otology therapeutic areas.

Turkel designed and led Allergan’s (now AbbVie -NYSE:

ABBV) pioneering BOTOX® Chronic Migraine registration program, generating revenue of more than a billion dollars.

Family Relationships

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The subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

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Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity, or

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Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

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Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended August 31, 2022, all filing requirements applicable to our officers, directors, and beneficial owners of greater than 10% percent were complied with.

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Board and Committee Meetings

Our board of directors held six (6) formal meetings and several informal meetings during the year ended August 31, 2021.

Our Board held seven formal meetings and several informal meetings during the year ended August 31, 2022.

All proceedings of the board of directors taken at a formal meeting were evidenced by way of minutes taken at such meetings.

All other matters approved by the board of directors outside of any formal meeting were evidenced by resolutions consented to by all the directors.

All other matters approved by our Board outside of any formal meeting were evidenced by resolutions consented to by all the directors.

Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

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As of August 31, 2022, the Company had an active Governance and Nominating Committee.

If shareholders wish to recommend candidates for our board of directors, they may do so by sending communications to the Governance and Nominating Committee at the address on the cover of this annual report.

If stakeholders wish to recommend candidates for our Board, they may do so by sending communications to the Governance and Nominating Committee at the address on the cover of this annual report.

Audit and Finance Committee and Audit Committee Financial Expert

The audit and finance committee is governed by the audit and finance committee charter, the most recent version having been adopted on December 8, 2020.

Our audit and finance committee is currently composed of Mr.

The audit and finance committee are governed by the audit and finance committee charter as adopted on December 8, 2020.

The committee is composed of Mr.

Al Reese, Jr., Mr.

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Bunka acted as a member of the audit and finance committee and was not “independent” pursuant to Nasdaq independence standards as he is actively involved in the daily management of the Company as CEO.

It is not the duty of our audit and finance committee to determine that our financial statements are complete and accurate and in accordance with generally accepted accounting principles.

A copy of the Audit & Finance Committee charter can be downloaded from the Company’s website under our Investors/Governance/Governance Documents tab.

Our management is responsible for preparing our financial statements and our independent registered public accounting firm is responsible for auditing those financial statements.

Our audit and finance committee does, however, consult with management and our independent registered public accounting firm prior to the presentation of financial statements to shareholders and, as appropriate, initiates inquiries into various aspects of our financial affairs.

In addition, our audit and finance committee is responsible for retaining, evaluating and, if appropriate, recommending the termination of our independent registered public accounting firm and approving professional services provided by them.

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Our audit and finance committee consults with management and our independent registered public accounting firm and may initiate inquiries into various aspects of our financial affairs.

They are responsible for retaining, evaluating and for the engagement of our independent registered public accounting firm and for the approval of professional services provided by them.

However, it is not the duty of our audit and finance committee to determine that our financial statements are complete and accurate and in accordance with generally accepted accounting principles.

Compensation Committee

The Company created a compensation committee on July 2, 2020, the members of which are Mr.

Our compensation committee was created on July 2, 2020, the members of which are Mr.

Baxter, and Mr.

McKechnie, with both directors being “independent” pursuant to Nasdaq independence standards.

The compensation committee operates under a written charter and its purpose is to review, consider, research, and recommend compensation for the Company’s executive management, taking into consideration achieved milestones, the compensation issued by companies of similar size and the overall financial health of the Company.

The committee is also responsible for approving and reviewing employment agreements and benefits agreements as well as any executive compensation information incorporated into the Company’s periodic reports.

The compensation committee operates under a written charter and its purpose is to review, consider, research, and recommend compensation for the Company’s executive management, taking into consideration milestones achieved, the compensation issued by companies of similar size and the overall financial health of the Company.

The committee is also responsible for reviewing and approving employment and benefits agreements and any executive compensation information incorporated into the Company’s periodic reports.

A copy of the Compensation Committee charter can be downloaded from the Company’s website under our Investors/Governance/Governance Documents tab.

Governance and Nominating Committee

The governance and nominating committee operate pursuant to a written charter created on December 8, 2020, and subsequently adopted by the Board of directors.

The governance and nominating committee operate pursuant to a charter created on December 8, 2020.

The current members of the committee are Mr.

Baxter, both of whom are independent directors of the Company.

The purpose of the committee is to assist the Board of directors with fulfilling its responsibilities by:

(i) being satisfied that corporate governance guidelines are adopted, disclosed and applied including director qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, and annual performance evaluation of the Board;

Baxter, both being independent directors of the Company.

The committee’s purpose is to assist our Board in fulfilling its responsibilities by:

(i) being satisfied that corporate governance guidelines are adopted, applied and disclosed including director qualification standards, responsibilities and access to management and independent advisors, director compensation, orientation and continuing education, and annual performance evaluation of the board;

(ii) identifying individuals qualified to become new board members and recommending to the board the nominees for each annual meeting of shareholders of the Corporation;

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A copy of the Governance & Nominating Committee charter can be downloaded from the Company’s website under our Investors/Governance/Governance Documents tab.

The Board of directors has a critical role in guiding our strategic direction and overseeing the management of our business, and accordingly, we seek to attract and retain highly qualified directors who have sufficient time to engage in the activities of the Board of directors and to understand and enhance their knowledge of our industry and business plans.

In evaluating the suitability of individual candidates, the governance and nominating committee and Board of directors may take into account many factors, including:

Our Board plays a critical role in guiding the strategic direction and overseeing the management of our business.

We seek to attract and retain highly qualified directors who have sufficient time to engage in the activities of our Board and to understand and enhance their knowledge of our industry and business plans.

In evaluating the suitability of individual candidates, the governance and nominating committee and our Board may take into account many factors, including:

relevant education, experience and expertise;

knowledge of the Company and the issues facing the Company;

whether the candidate will strengthen the Board, as a whole, and remedy any perceived deficiencies in the specific criteria;

knowledge of the Company and the issues it faces;

whether the candidate will strengthen the board and remedy any perceived deficiencies in the specific criteria;

moral and ethical character;

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The core competencies of directors should address accounting or finance experience, market familiarity, business or management experience, industry knowledge, customer-base experience or perspective, crisis response, leadership, and/or strategic planning.

The Board of directors and governance and nominating committee evaluate each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

Our Board and governance and nominating committee evaluate each individual in the context of the board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

Executive Compensation

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up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended August 31, 2022, and August 31, 2021,

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who we will collectively refer to as the named executive officers of our Company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

collectively referred to as the named executive officers of our Company, are set out in the following summary compensation table.

There is no disclosure provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE

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All Other Compensation

Christopher Bunka (1)

Chairman, Chief

Christopher Bunka Chairman, Chief

Executive Officer & Director (1)

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President & Director (2)

Greg Downey (3)

Chief Financial Officer (3)

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Docherty became President on April 15, 2015, and a director on April 29, 2016.

Docherty a consulting fee through his wholly owned company Docherty Management Ltd.

Docherty as an employee effective January 1, 2022, and previously through consulting fees paid to his wholly owned company Docherty Management Ltd.

Downey became Chief Financial Officer on April 15, 2021 and is considered an employee of the Company.

Spissinger became Chief Financial Officer on June 1, 2018.

Spissinger was replaced as CFO effective April 15, 2021 and remained with the company until the end of his contract on May 31, 2021.

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Consulting and Employment Agreements

Other than as set out in this annual report on Form 10-K we have not entered into any employment or consulting agreements with any of our current officers or directors.

Chris Bunka, CEO

The Company negotiated a 3-year term renewable management contract with Mr.

Bunka effective January 1, 2019.

The base annual compensation payable is C$350,000 per year with an annual increase of 1.25 times the annual Canadian inflation rate.

A performance bonus equal to 50% of the annual compensation may be payable upon the completion of certain performance criteria as determined by the board of directors and he is also entitled to participate in the Company’s approved stock option plan.

Bunka is entitled to compensation equal to 2% of the consideration received by the Company from the sale of a subsidiary, excluding certain circumstances.

Upon the occurrence of a change of control, subject to certain exemptions, Mr.

Bunka will also be entitled to a lump payment of twenty-three times his monthly fee.

The termination clause of Mr.

Bunka contract states that three (3) months notice must be given for terminating his contract without cause.

Given such notice, the Company would be liable for a termination break fee payment equal to fifteen (15) times his monthly fee.

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As at the date of this report, the compensation committee is in negotiations with Mr.

Bunka for the renewal of his existing contracts.

The Company secured a 3-year term renewable management contract with Mr.

Bunka effective January 1, 2022, with a base compensation of C$29,706 per month with an annual increase of 1.25 times the annual Canadian inflation rate.

A performance bonus of up to 50% of 12 times the monthly fee may be payable upon the completion of certain performance criteria as determined by our Board.

Participation in the Company’s stock option plan is also included.

The contract entitles Mr.

Bunka to compensation of 2% of the consideration of the total value of any subsidiary sold and upon a change of control is entitled to 26 times the monthly fee, excluding certain circumstances.

The termination clause requires 15 months written notice plus one addition months’ written notice for each completed year of service for terminating the contract without cause.

Payment may be made in lieu of and if so, the Company would be liable for a termination payment of 15 times the monthly fee plus one additional month’s payment for each completed year of service of up to a maximum payment of 24 times the monthly fee.

John Docherty, President

The Company has an agreement with Docherty Management Limited, solely owned by Mr.

John Docherty for a 3-year term renewable management contract for C$300,000 per year, effective January 1, 2019, with an annual increase of 1.25 times the annual Canadian inflation rate.

The Company entered into a 3-year term renewable executive employment agreement with Mr.

John Docherty for a management contract for C$323,176 per year, effective January 1, 2022, with an annual increase of 1.25 times the annual Canadian inflation rate.

A performance bonus equal to 50% of the annual compensation may be payable upon the completion of certain performance criteria as determined by our Board.

Participation in the Company’s stock option plan is also included.

An annual professional development allowance of C$15,000 is also available to Mr.

The contracts for the services of the President also include the following performance incentives:

entitlement to compensation equal to 2% of the consideration received by the Company from the sale of a subsidiary, excluding certain circumstances.

Upon the occurrence of a change of control, subject to certain exemptions, Mr.

Docherty will also be entitled to a lump payment of twelve (12) times his monthly fee.

The contract specifies that termination without cause would result in eight (8) months pay in leu of notice.

As at the date of this report, the compensation committee is in negotiations with Mr.

Docherty for the renewal of his existing contract.

The contract for the services includes entitlement to compensation of 2% of the consideration received by the Company from the sale of any subsidiary, excluding certain circumstances.

Upon the occurrence of a change of control, Mr.

Docherty will be entitled to a lump payment of 21 months pay subject to certain exemptions.

The contract specifies that 60 days written notice for termination by Mr.

Docherty and termination without cause by the Company would result in 12 months pay in lieu of notice plus one additional month’s written notice or payment in lieu, for each completed year of service up to a maximum payment of 24 months.

Greg Downey, CFO

On April 15, 2021, the Company entered into an employment contract with Mr.

Downey as Chief Financial Officer with annual compensation of C$144,000 with a 10% annual increase.

An annual professional development allowance of C$5,000 is also available to Mr.

Downey is eligible for incentive compensation of 1% of the consideration received by the Company from the sale of a subsidiary excluding certain circumstances.

Downey with annual compensation of C$144,000 with a 10% annual increase.

A performance bonus equal to 50% of the annual compensation may be payable upon the completion of certain performance criteria.

Downey is entitled to participate in the Company’s stock option plan and an annual professional development allowance of C$5,000 per year.

Downey is eligible for incentive compensation of 1% of the consideration received from the sale of any subsidiary excluding certain circumstances.

Upon the occurrence of a change of control, Mr.

Downey will also be entitled to a lump payment of sixteen (16) times his monthly salary.

The contract specifies that termination without cause clause would result in eight (8) months pay in leu of notice.

Other than as set out in this annual report on Form 10-K we have not entered into any employment or consulting agreements with any of our current officers or directors.

Termination without cause requires a minimum of 3 months notice or payment in lieu, plus one month salary for every year or partial year for each additional year of service.

Grants of Plan-Based Awards Table

During the fiscal year ended August 31, 2021, Lexaria issued the following plan-based awards to our named executive officers:

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Compensation Securities

Executive Officer

compensation security

Lexaria issued the following plan-based awards to our named executive officers during the year ended August 31, 2022:

Compensation Securities

securities, and percentage of class

conversion or exercise

securities, and

percentage of

Stock Options

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OPTION AWARDS

Executive Officer

Number of Securities Underlying

Number of Securities Underlying Unexercised Options Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options

Option Exercise Price

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

Underlying Unexercised

Unexercisable

Christopher Bunka

John Docherty

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Option Exercises

No options were exercised by any named executive officer during our fiscal year ended August 31, 2021.

No options were exercised by any named executive officer during the year ended August 31, 2022.

Compensation of Directors

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In their capacity as independent directors each receives $30,000 per year paid quarterly in advance.

Additionally, directors are paid nominal amounts for their services on the audit and finance, compensation, and the governance and nominating committees and for acting as chair of such committees.

During the year ended August 31, 2021, three of our directors were granted an aggregate of 6,400 stock options with a fair value calculated at $75,540 and included in consulting expense.

Directors are also paid nominal amounts for their services on the audit and finance, compensation, and the governance and nominating committees and for acting as chair of such committees.

Three independent directors were granted an aggregate of 14,400 stock options with a calculated fair value of $44,827 and included in consulting expense during the fiscal year 2022.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers, and Other Management

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Lexaria annually reviews its board composition and evaluates areas of expertise that would provide additional benefits to the Company and its shareholders.

As the Company transitions its technology towards pharmaceutical applications, should the Company feel it is beneficial to expand its board, the Company will endeavour to engage individuals who will be able to enhance the board with their expertise in this industry sector and who also will enrich the board with their diverse perspectives.

During fiscal 2022, the Corporate Governance and Nominating Committee, with the assistance of the executive management, began vetting candidates who would enhance the board with their expertise in the bioscience industry sector and who would enhance the board with their diverse perspectives.

As the Company transitions its technology towards pharmaceutical applications, we will endeavour to engage individuals who are able to enhance the board with expertise in this industry sector and who also will enrich the board with their diverse perspectives.

Subsequent to the fiscal year end the board appointed Dr.

Turkel as a director on September 2, 2022.

Compensation Committee Report

Our Compensation Committee has reviewed and discussed the Executive Compensation for the year ended August 31, 2022, with management.

Based on the reviews and discussions our Compensation Committee recommended to our Board of directors that the Executive Compensation discussed above to be included in our filing of our annual report on Form 10-K for the year ended August 31, 2021.

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Based on the reviews and discussions our Compensation Committee recommended to our Board that the Executive Compensation discussed above be included in this annual report on Form 10-K.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of August 31, 2021, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group.

The following table sets forth certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our directors and executive officers as a group, as of August 31, 2022.

Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated.

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Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Christopher Bunka;

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Directors and Executive Officers as a Group (6 persons)

Don Jackler, New York, NY, USA

Less than 1% beneficial ownership

Chairman, director and CEO Chris Bunka directly held 273,543 shares and a further 215,912 shares held in C.A.B.

Chairman and CEO Chris Bunka directly held 273,543 shares and 215,912 shares held in C.A.B.

Financial Services.

Also included in his holdings are 23,333 warrants exercisable at $10.50 and 26,000 options exercisable at $5.83 and 23,334 at $7.08.

President and Director John Docherty holdings include 13,334 options exercisable at $9.60, 18,000 at $5.31, and 18,334 at $7.08.

CFO Greg Downey holdings include 12,000 options exercisable at $5.04, 5,000 at $5.31, and 8,000 at $7.08.

Director Ted McKechnie holdings includes 1,500 options exercisable at $5.31 and 5,000 at $7.08.

Director Nicholas Baxter holdings includes 1,500 options exercisable at $5.31 and 5,000 at $7.08.

His holdings included 6,667 warrants exercisable at $10.50 and the following exercisable options:

26,000 at $5.83, 23,334 at $7.08, 15,000 at $6.23 and 30,000 at $2.91.

Director and President John Docherty holdings include 13,334 options exercisable at $9.60, 18,000 at $5.31, 18,334 at $7.08, 15,000 at $6.23 and 30,000 at $2.91.

CFO Greg Downey holdings include 12,000 options exercisable at $5.04, 5,000 at $5.31, 8,000 at $7.08, 10,000 at $6.23 and 11,000 at $2.91.

Director Ted McKechnie holdings includes 1,500 options exercisable at $5.31, 5,000 at $7.08, 1,900 at $6.23 and 3,400 at $3.39.

Director Nicholas Baxter holdings includes 1,500 options exercisable at $5.31, 5,000 at $7.08.

1,900 at $6.23 and 3,400 at $3.39.

Director Al Reese Jr.

holdings include Includes 3,400 options exercisable at $4.80.

holdings includes 3,400 options exercisable at $4.80 and 3,400 at $3.39.

Jackler is a consultant whose holdings include 100,000 warrants exercisable at $7.00.

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

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In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.

In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on November 26, 2021.

In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

As a result, the percentage of outstanding shares of any person as shown in the table above does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on August 31, 2022.

As of November 25, 2022, there were 5,950,998 shares of our common stock issued and outstanding.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our Company.

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We are unaware of any contract or other arrangement which may at a subsequent date result in a change in control of our Company.

Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended August 31, 2021, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the yearend for the last three completed fiscal years.

No director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended August 31, 2022, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.

Director Independence

We currently act with five directors, consisting of Mr.

Lexaria directors are Mr.

Christopher Bunka, Mr.

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Nicholas Baxter, Mr.

Ted McKechnie, and Mr.

Ted McKechnie, Mr.

Catherine Turkel.

We have determined that Mr.

McKechnie, and Mr.

Reese are “independent directors” as defined in Nasdaq Marketplace Rule 4200(a)(15).

Currently our audit and finance committee consists of our Mr.

McKechnie, Mr.

Reese and Ms.

Turkel are “independent directors” as defined in Nasdaq Marketplace Rule 4200(a)(15).

Our audit and finance committee consists of our Mr.

McKechnie, and Mr.

Reese, who qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

We appointed a compensation committee on July 2, 2020, which currently consists of the following independent directors:

From inception to present date, we believe that the members of our audit committee and our Board have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

Our compensation committee consists of the following independent directors:

McKechnie, and Mr.

During fiscal year ended August 31, 2021, the compensation committee held one meeting to determine bonus compensation payable to the named executive officers in connection with the successful completion of certain performance milestones and the disposition of assets of CanPharm.

We appointed a governance and nominating committee on December 8, 2020 which currently consists of the following independent directors:

During fiscal year ended August 31, 2022, the compensation committee held one meeting to determine bonus compensation payable to the named executive officers in connection with the successful completion of certain performance milestones.

Our appointed governance and nominating committee consist of the following independent directors:

To date no meetings have been held by this committee.

Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended August 31, 2021, and for fiscal year ended August 31, 2020 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

The aggregate fees billed for the most recently completed fiscal year ended August 31, 2022, and for fiscal year ended August 31, 2021 for professional services rendered by the principal accountant were as follows:

August 31, 2022

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Audit related

Audit fees consist of fees billed for professional services rendered for the audits of our financial statements, reviews of our interim financial statements included in quarterly reports, services performed in connection with filings with the Securities and Exchange Commission and related comfort letters and other services that are provided by the Company’s principal accountants for the fiscal years ended August 31, 2021 and August 31, 2020 in connection with statutory and regulatory filings or engagements.

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Audit related Fees:

Audit fees consist of fees billed for professional services rendered for the audits of our financial statements on Form 10-K and the reviews of our interim financial statements included in quarterly reports filed on Form 10-Q.

Audit related fees consist of fees billed for assurance and related services by the Company’s principal accountant that are reasonably related to the performance of the audit or review of the Company’s financial statements, which are not included in the Audit Fees described above.

Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning.

These services include assistance regarding federal, state and local tax compliance and consultation in connection with various transactions and acquisitions.

We do not use our principal accountants for services other than those relative to our annual audit and the review of our interim financial statements and certain SEC filings.

We therefore do not involve our principal accountants for matters related to tax compliance and financial information system design and implementation.

We do not involve our principal accountants for matters related to tax compliance and financial information system design and implementation.

These services, including corporate tax preparation and the designing or implementing of a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers.

Effective May 6, 2003, the SEC adopted rules that require that before our independent auditors are engaged by us to render any auditing or permitted non-audit related service, the engagement be:

approved by our audit committee;

entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management.

Our board of directors pre-approves all services provided by our independent auditors.

All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

Our Audit and Finance committee pre-approve all services provided by our independent auditors according to the Audit and Finance Committee’s Charter as set out in Exhibit “A” in the Company’s Schedule 14A Definitive Proxy Statement filed with the SEC on April 13, 2022.

All of the above audit services and fees were reviewed and approved by the committee.

As our independent auditors do not provide service outside of the audit function the auditors’ independence is maintained.

Exhibits, Financial Statement Schedules

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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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Exhibit Number

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Material Contracts

Executive Employment Agreement dated Dec.

31, 2021 with John Docherty (filed on Form 10-Q January 14, 2022 Exh 10.1)

Management Services Agreement dated Dec.

31, 2021 with C.A.B.

Financial Services Ltd.

(Chris Bunka) (filed on Form 10-Q January 14, 2022 Exh 10.2)

Redacted Intellectual Property License Agreement dated May 20, 2022 between Lexaria Hemp Corp.

and Premier Wellness Science Co., Ltd.

(filed on Form 10-Q July 14, 2022 Exh 10.3)

Underwriting Agreement with H.C.

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(incorporated by reference as Exhibit 10.31 to our Registration Statement on Form S-1 filed November 20, 2020)

List of Subsidiaries of the Registrant

List of Subsidiaries of the Registrant (Filed on Form 10-K November 29, 2021 Exh 21.1)

Consents of Experts and Counsel

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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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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.

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November 25, 2022

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/s/Catherine C.

November 25, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures