Lexaria Bioscience Corp. 10-Q

Item 1A. Risk Factors Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. The risks associated with our business, common stock and other factors include those described in the Form 10-K for the year ended August 31, 2024, as filed with the SEC on November 26, 2024 and the following: There is substantial doubt as to our ability to continue as a going concern, which may affect our ability to obtain future financing and may require us to curtail or cease our operations. Our consolidated financial statements as of May 31, 2025 were prepared under the assumption that we will continue as a going concern. As of May 31, 2025, we had unrestricted cash and cash equivalents of approximately $4.6 million to settle $1.5 million in current liabilities. Our ability to continue as a going concern will depend on our ability to obtain additional equity, effect a collaborative or strategic partnership, reduce or contain expenditures, and, ultimately, to generate revenue. Based on these factors, management determined that there is substantial doubt as to our ability to continue as a going concern. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our audited financial statements, and it is likely that investors will lose all or part of their investment. If we seek additional financing to fund our business activities as a result of the substantial doubt as to our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all. Item 2. Recent Sales of Unregistered Equity Securities During the quarter ended May 31, 2025, the Company issued 70,000 share purchase warrants with an exercise price of $1.25 that expire on April 24, 2030 (the “Warrants”). The Warrants are exercisable to purchase up to 70,000 shares of the common stock of the Company and were issued to nominees of H.C. Wainright & Co. LLC, pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder, as consideration to the placement agent for its equity financing that closed on April 28, 2025. Item 3. 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. During the fiscal quarter ended May 31, 2025, 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). Item 4. Exhibits, Financial Statement Schedules a) Financial Statements 1) Financial statements for our Company are listed in the index under Item 1 of this document. 2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. 29 Table of Contents b) Exhibits Exhibit Number Description (3) Articles of Incorporation and Bylaws 3.1 Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed January 14, 2021) 3.2 Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed January 14, 2021) (4) Instruments Defining the Rights of Security Holders 4.1 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed April 28, 2025) (10) Material Contracts 10.1 Form of Securities Purchase Agreement dated April 24, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed April 28, 2025) 10.2 Change Order to Project Agreement effective May 14, 2025 with Novotech (Australia) Pty Limited (31) Rule 13(a) - 14 (a)/15(d) - 14(a) 31.1 Section 302 Certifications under Sarbanes-Oxley Act of 2002 of Principal Executive Officer 31.2 Section 302 Certifications under Sarbanes-Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer (32) Section 1350 Certifications 32.1 Section 906 Certification under Sarbanes Oxley Act of 2002 of Principal Executive Officer 32.2 Section 906 Certification under Sarbanes Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer (101)** Interactive Data Files 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document ** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. 30 Table of Contents SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LEXARIA BIOSCIENCE CORP. By: /s/ Richard Christopher Richard Christopher Chief Executive Officer (Principal Executive Officer) Date: July 14, 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. By: /s/ Richard Christopher Richard Christopher Chief Executive Officer (Principal Executive Officer) Date: July 14, 2025 By: /s/ Michael Shankman Michael Shankman Chief Financial Officer (Principal Financial and Accounting Officer) Date: July 14, 2025 31