Item 1. Financial Statements
Item 1. Financial Statements
LEXARIA BIOSCIENCE CORP.
CONSOLIDATED BALANCE SHEETS
(Expressed in US Dollars except share amounts)
(Unaudited)
May 31,
August 31,
2025
2024
ASSETS
Current
Cash
$ 4,591,761
$ 6,499,885
Marketable securities
33,540
55,807
Accounts receivable
358,129
154,477
Prepaid expenses and other current assets
823,348
1,187,817
Total Current Assets
5,806,778
7,897,986
Non-current assets, net
Long-term receivables
64,014
63,575
Right of use assets
114,015
134,843
Intellectual property, net
516,420
516,676
Property & equipment, net
240,139
254,709
Total Non-current Assets
934,588
969,803
TOTAL ASSETS
$ 6,741,366
$ 8,867,789
LIABILITIES and STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities
$ 1,458,259
$ 1,066,409
Deferred revenue
-
4,963
Lease liability, current
29,872
28,047
Total Current Liabilities
1,488,131
1,099,419
Lease liabilities - non-current
86,714
109,319
TOTAL LIABILITIES
$ 1,574,845
$ 1,208,738
Stockholders' Equity
Share Capital
Authorized: 220,000,000 common voting shares with a par value of $ 0.001 per share
Common shares issued and outstanding:
19,559,179 and 19,459,179 , respectively, at May 31, 2025, and 15,810,205 at August 31, 2024
$ 19,559
$ 15,810
Additional paid-in capital
66,378,362
59,599,178
Accumulated Deficit
( 60,764,775 )
( 51,558,772 )
Accumulated other comprehensive loss
( 81,073 )
( 19,816 )
Equity attributable to shareholders of Lexaria
5,552,073
8,036,400
Non-controlling Interest
( 385,552 )
( 377,349 )
Total Stockholders' Equity
5,166,521
7,659,051
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$ 6,741,366
$ 8,867,789
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 OTHER COMPREHENSIVE LOSS
(Expressed in US Dollars except share amounts)
(Unaudited)
Three Months Ended
Nine Months Ended
May 31,
May 31,
May 31,
May 31,
2025
2024
2025
2024
Revenue
$ 174,000
$ 84,000
$ 531,923
$ 380,278
Cost of goods sold
-
-
2,720
4,822
Gross profit
174,000
84,000
529,203
375,456
Operating expenses
Research and development
2,717,501
573,089
6,356,637
1,393,359
General and administrative
1,206,920
1,253,830
3,364,706
2,532,163
Total operating expenses
3,924,421
1,826,919
9,721,343
3,925,522
Loss from operations
( 3,750,421 )
( 1,742,919 )
( 9,192,140 )
( 3,550,066 )
Other income (loss)
Interest income
190
-
201
7,318
Unrealized loss on marketable securities
( 40,375 )
( 41,393 )
( 22,267 )
( 79,335 )
Total other income (loss)
( 40,185 )
( 41,393 )
( 22,066 )
( 72,017 )
Net loss
$ ( 3,790,606 )
$ ( 1,784,312 )
$ ( 9,214,206 )
$ ( 3,622,083 )
Less: Net loss attributable to non-controlling interest
( 1,514 )
( 2,619 )
( 8,203 )
( 11,528 )
Net loss attributable to Lexaria shareholders
$ ( 3,789,092 )
$ ( 1,781,693 )
$ ( 9,206,003 )
$ ( 3,610,555 )
Other comprehensive income (loss)
Foreign currency translation adjustment
37,173
( 1,240 )
( 61,257 )
( 21,866 )
Total comprehensive loss
$ ( 3,751,919 )
$ ( 1,782,933 )
$ ( 9,267,260 )
$ ( 3,632,421 )
Basic and diluted loss per share
$ ( 0.21 )
$ ( 0.13 )
$ ( 0.53 )
$ ( 0.32 )
Weighted average number of common shares outstanding - Basic and diluted
18,298,309
13,855,202
17,472,844
11,274,845
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 Nine Months Ended May 31, 2025 and 2024
(Expressed in US Dollars)
(Unaudited)
Common Stock
Additional
Paid-in
Non-controlling
Stockholders'
Shares
Amount
Capital
Deficit
AOCI
Interest
Equity
Balance August 31, 2024
15,810,205
$ 15,810
$ 59,599,178
$ ( 51,558,772 )
$ ( 19,816 )
$ ( 377,349 )
$ 7,659,051
Stock issued in equity offering
1,642,389
1,643
4,343,750
-
-
-
4,345,393
Foreign currency translation adjustment
-
-
-
-
( 3,175 )
-
( 3,175 )
Stock-based compensation
-
-
99,415
-
-
-
99,415
Net loss
-
-
-
( 2,703,699 )
-
-
( 2,703,699 )
Non-controlling interest
-
-
-
-
-
( 2,929 )
( 2,929 )
Balance November 30, 2024
17,452,594
$ 17,453
$ 64,042,343
$ ( 54,262,471 )
$ ( 22,991 )
$ ( 380,278 )
$ 9,394,056
Stock issued in equity offering
6,585
6
11,714
-
-
-
11,720
Foreign currency translation adjustment
-
-
-
-
( 95,255 )
-
( 95,255 )
Stock-based compensation
100,000
100
167,119
-
-
-
167,219
Net loss
-
-
-
( 2,713,212 )
-
-
( 2,713,212 )
Non-controlling interest
-
-
-
-
-
( 3,760 )
( 3,760 )
Balance February 28, 2025
17,559,179
$ 17,559
$ 64,221,176
$ ( 56,975,683 )
$ ( 118,246 )
$ ( 384,038 )
$ 6,760,768
Stock issued in equity offering
2,000,000
2,000
1,687,050
-
-
-
1,689,050
Stock based compensation
-
-
470,136
-
-
-
470,136
Foreign currency translation adjustment
-
-
-
-
37,173
-
37,173
Net loss
-
-
-
( 3,789,092 )
-
-
( 3,789,092 )
Non-controlling interest
-
-
-
-
-
( 1,514 )
( 1,514 )
Balance May 31, 2025
19,559,179
$ 19,559
$ 66,378,362
$ ( 60,764,775 )
$ ( 81,073 )
$ ( 385,552 )
$ 5,166,521
Balance August 31, 2023
8,091,650
$ 8,091
$ 48,799,454
$ ( 45,763,427 )
$ -
$ ( 364,040 )
$ 2,680,078
Stock issued in equity offering
889,272
889
1,246,829
-
-
-
1,247,718
Stock issued in exercise of warrants
1,330,719
1,331
570,320
-
-
-
571,651
Foreign currency translation adjustment
-
-
-
-
4,372
-
4,372
Stock-based compensation
-
-
53,953
-
-
-
53,953
Net loss
-
-
-
( 1,179,323 )
-
-
( 1,179,323 )
Non-controlling interest
-
-
-
-
-
( 5,715 )
( 5,715 )
Balance November 30, 2023
10,311,641
$ 10,311
$ 50,670,556
$ ( 46,942,750 )
$ 4,372
$ ( 369,755 )
$ 3,372,734
Stock issued in equity offering
1,444,741
1,445
2,959,568
-
-
-
2,961,013
Stock issued from exercise of warrants
631,291
632
491,192
-
-
-
491,824
Foreign currency translation adjustment
-
-
-
-
( 24,998 )
-
( 24,998 )
Net loss
-
-
-
( 649,539 )
-
-
( 649,539 )
Non-controlling interest
-
-
-
-
-
( 3,194 )
( 3,194 )
Balance February 29, 2024
12,387,673
$ 12,388
$ 54,121,316
$ ( 47,592,289 )
$ ( 20,626 )
$ ( 372,949 )
$ 6,147,840
Stock issued from exercise of warrants
3,420,032
3,420
5,036,707
-
-
-
5,040,127
Stock issued from exercise of options
2,500
2
2,872
-
-
-
2,874
Foreign currency translation adjustment
-
-
-
-
( 1,240 )
-
( 1,240 )
Stock-based compensation
-
-
341,773
-
-
-
341,773
Net loss
-
-
-
( 1,781,693 )
-
-
( 1,781,693 )
Non-controlling interest
-
-
-
-
-
( 2,619 )
( 2,619 )
Balance May 31, 2024
15,810,205
$ 15,810
$ 59,502,668
$ ( 49,373,982 )
$ ( 21,866 )
$ ( 375,568 )
$ 9,747,062
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
5
Table of Contents
LEXARIA BIOSCIENCE CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended May 31, 2025 and 2024
(Expressed in US Dollars)
(Unaudited)
May 31,
May 31,
2025
2024
Cash flows used in operating activities
Net loss
$ ( 9,214,206 )
$ ( 3,622,083 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation
736,770
395,726
Depreciation and amortization
66,427
59,783
Impairment loss
33,540
57,836
Noncash lease expense
20,828
24,130
Unrealized loss on marketable securities
22,267
79,335
Lease accretion
6,977
5,501
Change in operating assets and liabilities
Accounts receivable
( 203,652 )
( 81,759 )
Prepaid expenses and deposits
364,469
167,237
Long-term receivables
( 439 )
( 15,016 )
Accounts payable and accrued liabilities
391,850
( 111,153 )
Operating lease liability
( 27,757 )
( 26,881 )
Deferred revenue
( 4,963 )
-
Net cash used in operating activities
$ ( 7,807,889 )
$ ( 3,067,344 )
Cash flows used in investing activities
Additions to intellectual property
$ ( 60,496 )
$ ( 119,018 )
Purchase of equipment
( 24,645 )
-
Net cash used in investing activities
$ ( 85,141 )
$ ( 119,018 )
Cash flows provided by financing activities
Proceeds from shares sold for cash
$ 6,046,163
$ 4,208,731
Proceeds from exercise of warrants
-
6,106,476
Net cash provided by financing activities
$ 6,046,163
$ 10,315,207
Effect of exchange rate changes on cash
$ ( 61,257 )
$ ( 21,866 )
Net change in cash for the period
( 1,908,124 )
7,106,979
Cash at beginning of period
6,499,885
1,352,102
Cash at end of period
$ 4,591,761
$ 8,459,081
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
May 31, 2025
(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 are 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 income 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 also perform 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 $ 9.2 million and $ 3.6 million for the nine months ended May 31, 2025, and May 31, 2024, respectively. As of May 31, 2025, we had an accumulated deficit of $ 60.8 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 research and development (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.
During the nine months ended May 31, 2025, we raised $ 6.0 million in net proceeds from the sale of securities pursuant to our Registered Direct Offerings which closed in April 2025 and October 2024 as well as At the Market (ATM) offerings.
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 May 31, 2025, the Company had cash and cash equivalents of approximately $ 4.6 million to settle $ 1.5 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 third quarter of fiscal year 2026. 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 within one year from the date of issuance of these financial statements. The accompanying financial statements do not include any adjustments that might be necessary if the Company is not able to continue as a going concern.
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, 2024.
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 83.33 3% owned subsidiary Lexaria Nicotine LLC with the remaining 16.66 7% owned by Altria Ventures Inc., an indirect wholly owned subsidiary of Altria Group, Inc. All significant intercompany balances and transactions have been eliminated upon consolidation.
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, 2024.
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 three months when acquired and readily convertible to known cash amounts. The Company had no cash equivalents as of May 31, 2025, or August 31, 2024.
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.
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 recorded 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.
8
Table of Contents
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. 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 20 years.
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 3 - 10 years. Leasehold improvements are amortized over the term of the related leases, or the economic life of the improvements, whichever is shorter.
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.
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.
9
Table of Contents
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 nine months ended May 31, 2025 and May 31, 2024.
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.
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.
10
Table of Contents
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.
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.
11
Table of Contents
The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of May 31, 2025.
Carrying
Fair Value Measurement Using
Value
Level 1
Level 2
Level 3
Total
Marketable Securities
$ 33,540
$ 33,540
$ -
$ -
$ 33,540
The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of August 31, 2024.
Carrying
Fair Value Measurement Using
Value
Level 1
Level 2
Level 3
Total
Marketable Securities
$ 55,807
$ 55,807
$ -
$ -
$ 55,807
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 $ 250,000 . The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institution, that the credit risk with regard to these deposits is not significant.
In the nine months ended May 31, 2025, two customers accounted for 100 % of consolidated revenues. In the nine months ended May 31, 2024, two customers accounted for 98 % of consolidated revenues.
As of May 31, 2025, the Company had $ 184,129 in sales tax receivable, as compared to $ 70,477 as of August 31, 2024. The Company considers its credit risk to be low for such receivables.
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
None.
Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU also expands disclosure requirements to enable users of financial statements to better understand the entity’s measurement and assessment of segment performance and resource allocation. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures.
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.
12
Table of Contents
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.
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 May 31, 2025 and August 31, 2024 consist of the following:
May 31,
2025
August 31,
2024
Territory license fees
$ 174,000
$ 84,000
Sales tax
184,129
70,477
Long term receivable
64,014
63,575
Total Receivables
$ 422,143
$ 218,052
6. Prepaid Expenses and Other Current Assets
Prepaid expenses consist of the following as of May 31, 2025 and August 31, 2024:
May 31,
August 31,
2025
2024
Advertising & Conferences
$ 12,353
$ 204,894
Research & Development
526,241
673,126
Legal & Accounting Fees
25,000
45,600
License, Filing Fees, Dues
45,938
22,925
Office & Insurance
85,823
122,245
Consulting
33,993
-
Capital Financing
94,000
119,027
Total Prepaid Expenses and Other Current Assets
$ 823,348
$ 1,187,817
7. Intellectual Property, net
A continuity schedule for capitalized patents is presented below:
May 31,
August 31,
2025
2024
Balance – beginning
$ 516,676
$ 462,625
Additions
60,496
145,591
Impairment
( 33,540 )
( 57,836 )
Amortization
( 27,212 )
( 33,704 )
Balance – ending
$ 516,420
$ 516,676
13
Table of Contents
The Company evaluated its patent portfolio to determine whether certain pending applications had been abandoned or will not be pursued. During the nine months ended May 31, 2025, the Company recognized an impairment loss of $ 33,540 related to those abandoned applications. The Company recognized $ 27,212 of amortization expense related to patents and licenses in the nine months ended May 31, 2025.
The following table summarizes expected future amortization of the Company’s patent portfolio as of May 31, 2025:
Fiscal Years Ending August 31,
2025
$ 25,821
2026
25,821
2027
25,821
2028
25,821
2029
25,821
Thereafter
387,315
Total
$ 516,420
8. Property & Equipment, net
Consists of:
May 31, 2025
Cost
Period
Amortization
Additions
Accumulated
Amortization
Net Balance
Leasehold improvements
$ 259,981
$ -
$ -
$ ( 259,981 )
$ -
Computers
70,781
( 1,705 )
-
( 70,781 )
-
Furniture fixtures equipment
31,126
-
-
( 31,126 )
-
Lab equipment
410,438
( 37,510 )
24,646
( 194,945 )
240,139
Total
$ 772,326
$ ( 39,215 )
$ 24,646
$ ( 556,833 )
$ 240,139
August 31, 2024
Cost
Period
Amortization
Additions
Accumulated
Amortization
Net Balance
Leasehold improvements
$ 259,981
$ ( 11,258 )
$ -
$ ( 259,981 )
$ -
Computers
70,781
( 2,920 )
-
( 69,076 )
1,705
Furniture fixtures equipment
31,126
( 1,870 )
-
( 31,126 )
-
Lab equipment
367,423
( 26,400 )
43,014
( 157,433 )
253,004
Total
$ 729,311
$ ( 42,448 )
$ 43,014
$ ( 517,616 )
$ 254,709
Depreciation and amortization for the nine months ended May 31, 2025 and the year ended August 31, 2024 totalled $ 39,215 and $ 42,448 , respectively, of which $ 0 and $ 0 was included in cost of goods sold, respectively.
9. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities as of May 31, 2025 and August 31, 2024 consist of the following:
May 31 ,
August 31,
2025
2024
Accounts Payable
Vendors payable
$ 597,490
$ 379,882
Sales tax payable
11,350
8,528
Accrued Liabilities
Vendors payable
849,419
677,999
Balance Ending
$ 1,458,259
$ 1,066,409
14
Table of Contents
10. Revenues
A breakdown of our revenues by type for the nine months ended May 31, 2025, and May 31, 2024, are as follows:
Nine Months Ended May 31
2025
2024
IP Licensing
$ 522,000
$ 373,990
B2B
9,923
5,388
Other
-
900
Total
$ 531,923
$ 380,278
The Company recognized $ 522,000 and $ 373,990 in licensing revenue for the nine months ended May 31, 2025, and May 31, 2024, respectively. Licensing revenue consists of IP licensing fees for transfer of the DehydraTECH technology in line with definitive agreements and includes non-refundable minimum performance fees. During the nine-month period ended May 31, 2025, and May 31, 2024, the Company recognized B2B product revenues of $ 9,923 and $ 5,388 , respectively, that relate to sales of our intermediate products for use by B2B customers in their products.
11. Income Taxes
For the nine months ended May 31, 2025, the Company did not recognize a provision or benefit for income taxes as it has incurred net losses. In addition, the net deferred tax assets are fully offset by a valuation allowance as the Company believes it is more likely than not that the benefit will not be realized.
12. Issuances of Common Shares and Warrants
During the nine months ended May 31, 2025, the Company completed the following issuances of common shares and warrants:
1.
On April 28, 2025, the Company, pursuant to a Securities Purchase Agreement, issued 2,000,000 shares of common stock at a purchase price of $ 1.00 per share for gross proceeds of $ 2.0 million. Share issuance costs of $ 0.3 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. We also issued the placement agent warrants to purchase up to 70,000 shares for a period of five years at an exercise price of $ 1.25 per share.
2.
In February 2025, the Company sold 6,585 shares of common stock through an At the Market (ATM) offering for net proceeds of $ 11,720 . Share issuance costs related to the ATM offering of $ 94,000 have been deferred pending termination of the offering.
3.
On January 7, 2025 the Company issued 100,000 Restricted Stock Awards (“RSA’s”) with a fair value of $ 224,000 and having a vesting period of six months to its Strategic Executive Consultant.
4.
On October 16, 2024, the Company, pursuant to a Securities Purchase Agreement, issued 1,633,987 shares of common stock at a purchase price of $ 3.06 per share for gross and net proceeds of $ 5.0 million and $ 4.5 million, respectively. Concurrently, the Company issued, by way of a private placement transaction, 4,551,019 share purchase warrants, entitling the holder thereof to purchase up to 4,551,019 shares of common stock at a price of $ 3.06 per share for a period of five years from January 14, 2025, the date of shareholder approval for such warrant issuance. The shares were 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-3 registration statement As part of the terms and conditions of the warrant issuance, the sole investor agreed to cancel the 2,917,032 share purchase warrants bearing an exercise price of $ 4.75 that were issued to them in the April 30, 2024 financing. We also issued the placement agent warrants to purchase up to 57,190, for a period of five years from the date of issuance shares at an exercise price of $3.825 per share .
5.
In October 2024, the Company sold 8,402 shares of common stock through an At the Market (ATM) offering for gross proceeds of $ 26,146 . Share issuance costs related to the ATM offering of $ 144,812 were charged to additional paid in capital.
15
Table of Contents
A continuity schedule for warrants for the nine months ended May 31, 2025, is presented below:
Number of
Warrants
Weighted
Average
Exercise
Price
Balance, August 31, 2024
5,931,649
$ 5.50
Issued
4,678,209
3.04
Cancelled/Expired
( 3,311,687 )
5.90
Balance, May 31, 2025
7,298,171
$ 3.75
A summary of warrants outstanding as of May 31, 2025, is presented below:
Number of Warrants
Weighted Average Exercise Price
Weighted Average Remaining
Contractual Life ~in years~
1,719,828
$ 6.58
0.63
483,750
0.95
2.95
314,287
2.31
3.72
102,097
5.94
3.72
4,551,019
3.06
4.63
57,190
3.83
4.63
70,000
1.25
4.90
7,298,171
$ 3.75
3.52
Stock Options
The Company established an Equity Incentive Plan whereby our Board, pursuant to shareholder approved amendments, may grant up to 1,745,259 stock options, restricted stock awards or restricted stock units to directors, officers, employees, and consultants with such number being increased to up to 10% of the issued share capital at the end of each calendar year, at the discretion of the board, pursuant to an evergreen formula .
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.
16
Table of Contents
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, 2023
446,936
$ 3.32
3.25
$ 3,600
Cancelled/expired
( 196,000 )
2.94
4.27
-
Exercised
( 2,500 )
1.15
4.16
-
Granted
696,500
2.91
4.63
-
Balance August 31, 2024
944,936
$ 3.11
3.64
$ 971,959
Cancelled/expired
( 47,001 )
7.78
0.75
-
Granted
586,500
1.41
4.84
-
Balance May 31, 2025 (outstanding)
1,484,435
$ 2.29
3.74
$ 3,000
Balance May 31, 2025 (exercisable)
1,280,889
$ 2.10
3.65
$ 3,000
On October 1, 2024, the Company granted a total of 62,000 options to two employees with an exercise price of $ 3.17 and a term of five years.
On November 27, 2024, the Company granted a total of 20,000 options to two Scientific Advisory Board members with an exercise price of $ 2.10 and a term of five years.
On December 9, 2024, the Company granted 10,000 options to a Scientific Advisory Board member with an exercise price of $ 2.42 and a term of five years.
On January 13, 2025, the Company granted an aggregate of 50,000 options to a Scientific Advisory Board member and a consultant with an exercise price of $ 2.07 and a term of five years.
On May 15, 2025, the Company granted a total of 444,500 options with an exercise price of $ 1.04 and a term of five years to its directors, officers and employees.
The fair value of stock options granted in the nine months ended May 31, 2025, were estimated as of the date of the grant by using the Black-Scholes option pricing model with the following assumptions:
May 31, 2025
Expected volatility
94 - 98 %
Risk-free interest rate
3.57 - 4.18 %
Expected life
2.50 years
Dividend yield
0.00 %
Estimated fair value per option
$ 0.62 -$ 1.72
Stock-based compensation expense for the nine-month periods ended May 31, 2025, and May 31, 2024, was $ 736,770 and $ 395,726 , respectively.
As of May 31, 2025, the total unrecognized non-cash compensation costs are $ 498,642 related to 203,546 non-vested stock options with a $ 3.46 weighted average exercise price and the restricted stock award issued on January 7, 2025. These costs are expected to be recognized over a weighted average period of 1.41 years.
17
Table of Contents
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.
May 31,
2025
August 31,
2024
Right of use assets - operating leases
$ 156,748
$ 167,446
Amortization
( 42,733 )
( 32,603 )
Total lease assets
114,015
134,843
Liabilities:
156,748
163,967
Lease payments
( 56,129 )
( 33,273 )
Interest accretion
15,967
6,672
Total lease liabilities
116,586
137,366
Operating lease cost
$ 114,015
$ 134,843
Operating cash flows for lease
$ ( 56,129 )
$ ( 33,273 )
Remaining lease term
3.46 Years
4.21 Years
Discount rate
7.25 %
7.25 %
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 May 31, 2025:
2025 (three months remaining)
$ 9,336
2026
37,345
2027
38,642
2028
38,901
2029
8,104
Thereafter
-
Total lease payments
132,328
Less: imputed interest
( 15,742 )
Present value of operating lease liabilities
116,586
Less: current obligations under leases
( 29,872 )
Total
$ 86,714
14. Segment Information
The Company’s operations involve the development and usage, including licensing, of DehydraTECH. Lexaria is centrally managed and its chief operating decision makers, the President and the CEO, use the consolidated and other financial information, supplemented by revenue information by category of business-to-business product production and technology licensing to make operational decisions and to assess the performance of the Company. The Company has identified four reportable segments: Intellectual Property, B2B Production, Research and Development and Corporate. Licensing revenues are significantly concentrated on two licensees.
Nine months Ended May 31, 2025
IP
Licensing
B2B
Product
R&D
Corporate
Consolidated
Total
Revenue
$ 522,000
$ 9,923
$ -
$ -
$ 531,923
Cost of goods sold
-
( 2,720 )
-
-
( 2,720 )
Operating expenses
( 10,924 )
( 10,116 )
( 6,356,636 )
( 3,343,667 )
( 9,721,343 )
Other Income (Expense)
-
-
-
( 22,066 )
( 22,066 )
Segment Income (Loss)
$ 511,076
$ ( 2,913 )
$ ( 6,356,636 )
$ ( 3,365,733 )
$ ( 9,214,206 )
Total assets
$ 165,649
$ 56,656
$ 513,646
$ 6,005,415
$ 6,741,366
Nine Months Ended May 31, 2024
IP
Licensing
B2B
Product
R&D
Corporate
Consolidated
Total
Revenue
$ 373,990
$ 5,388
$ 900
$ -
$ 380,278
Cost of goods sold
-
( 4,822 )
-
-
( 4,822 )
Operating expenses
( 130 )
( 288 )
( 1,393,359 )
( 2,531,745 )
( 3,925,522 )
Other Income (Expense)
-
-
-
( 72,017 )
( 72,017 )
Segment Income (Loss)
$ 373,860
$ 278
$ ( 1,392,459 )
$ ( 2,603,762 )
$ ( 3,622,083 )
Total assets
$ 124,968
$ 63,573
$ 475,194
$ 9,354,702
$ 10,018,437
18
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.