4 unchanged sentences
Recent Sales of Unregistered Equity Securities
−Removed: Pursuant to the Warrant Exercise Agreement that was entered into on April 30, 2024, the Company was required to issue 102,097 warrants (the “Tail Warrants”) as partial tail commission to the placement agent of its February 16, 2024 financing.
−Removed: The Tail Warrants are exercisable until February 16, 2029, at an exercise price of $5.9375.
−Removed: 10b5-1 Trading Plans
+Added: During the quarter ended November 30, 2024 the Company did not issue any unregistered equity securities.
+Added: Rule 10b5-1 Trading Plans
Our Insider Trading Policy provides that our insiders, employees and consultants may enter into trading plans to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
−Removed: During the fiscal quarter ended May 31, 2024, none of the Company’s insiders had entered into a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
+Added: During the fiscal quarter ended November 30, 2024, none of the Company’s insiders had entered into a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(a) of Regulation S-K of the Securities Act of 1933).
Exhibits, Financial Statement Schedules
4 unchanged sentences
Articles of Incorporation and Bylaws
−Removed: Articles of Incorporation (incorporated by reference as Exhibit 3.1 to our Registration Statement on Form S-1 filed June 3, 2020)
−Removed: Bylaws (incorporated by reference as Exhibit 3.2 to our Registration Statement on Form S-1 filed June 3, 2020)
−Removed: Amended and Restated Articles of Incorporation (Filed on Form 8-K January 14, 2021 Exh.
−Removed: Second Amended and Restated Bylaws (incorporated by reference as Exhibit 3.2 to our Current Report on Form 8-K filed January 14, 2021)
−Removed: Amended and Restated Bylaws (Filed on Form S-1 June 3, 2020 Exh 3.4)
−Removed: Amendment to Articles of Incorporation – Share Consolidation (Filed on Form 8-K June 23, 2009 Exh 3.1)
−Removed: Amendment to Articles of Incorporation – Share Expansion (incorporated by reference as Exhibit 3.5 to our Registration Statement on Form S-1 filed June 3, 2020)
−Removed: Amendment to Articles of Incorporation –Share Forward Split (Filed on Form 8-K December 16th, 2015 Exh 3.1)
−Removed: Amendment to Articles of Incorporation – Name Change (Filed on Form 8-K May 11th, 2016 Exh 99.1)
+Added: 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)
+Added: Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed January 14, 2021)
Instruments Defining the Rights of Security Holders
−Removed: Form of Private Placement Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed April 30, 2024)
−Removed: Form of Tail Warrant issued on April 30, 2024
+Added: Form of Private Placement Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed October 16, 2024)
+Added: Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed October 16, 2024)
Material Contracts
−Removed: Form of Warrant Exercise Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed April 30, 2024)
−Removed: Executive Employment Agreement with Nelson Cabatuan dated March 14, 2024 (Filed on Form 10-Q April 9, 2024 Exh.
−Removed: Amended and Restated Intellectual Property License Agreement with Premier Anti-Aging Co., Ltd.
−Removed: dated March 15, 2024 (Filed on Form 10-Q April 9, 2024 Exh.
+Added: Executive Employment Agreement dated October 1, 2024 with Michael Shankman (incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K filed November 26, 2024)
+Added: Engagement Agreement by and between the Company and H.C.
+Added: Wainwright & Co., LLC, dated September 4, 2024 (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed October 16, 2024)
+Added: Form of Securities Purchase Agreement with certain purchasers dated October 14, 2024 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed October 16, 2024)
+Added: Project Agreement effective December 2, 2024 with Novotech (Australia) Pty Limited
+Added: Executive Employment Agreement dated December 31, 2024 with John Docherty
Rule 13(a) - 14 (a)/15(d) - 14(a)
15 unchanged sentences
LEXARIA BIOSCIENCE CORP.
−Removed: /s/ Christopher Bunka
−Removed: Christopher Bunka
−Removed: CEO, Chairman and Director
+Added: /s/ Richard Christopher
+Added: Richard Christopher
+Added: Chief Executive Officer
(Principal Executive Officer)
−Removed: July 12, 2024
+Added: January 10, 2025
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.
−Removed: /s/ Christopher Bunka
−Removed: Christopher Bunka
−Removed: CEO, Chairman and Director
+Added: /s/ Richard Christopher
+Added: Richard Christopher
+Added: Chief Executive Officer
(Principal Executive Officer)
−Removed: July 12, 2024
−Removed: /s/ Nelson Cabatuan
−Removed: Nelson Cabatuan
+Added: January 10, 2025
+Added: /s/ Michael Shankman
+Added: Michael Shankman
Chief Financial Officer
(Principal Financial and Accounting Officer)
−Removed: July 12, 2024
+Added: January 10, 2025
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.