What changed in this filing

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Item 9A. Controls and Procedures

2025-11-28 compared with 2024-11-26 · 184 added, 187 removed, 387 unchanged (49% of the section changed)

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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 SECs rules and forms.

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

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

As of August 31, 2025, 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.

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Rule 10b5-1 Trading Arrangement

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 three months ended August 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Date First Elected

Christopher Bunka

Chairman , and Director

Richard Christopher

Chief Executive Officer

Chief Executive Officer and Director

John Docherty

President and

President, Chief Scientific Officer and Director

Michael Shankman

Chief Financial Officer

Christopher Bunka

Director & Chairman

Nicholas Baxter

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The following is a brief account of the business and education experience of each current director and executive officer during the past five years, indicating each person’s principal occupation during the period.

Christopher Bunka – Chairman, former Chief Executive Officer and Director

Bunka has been Chairman of the Board since 2006.

He is a former executive of the Company, having served as chief executive officer from 2006 to August 31, 2024.

Bunka was primarily responsible for the corporate pivot from older business activities to bioscience and specifically to the Company’s current research and development of DehydraTECH with GLP-1 and GIP drugs.

Bunka is a serial entrepreneur and has been involved in several private and public companies since the late 1980’s.

He was well known for more than a decade as a part-time business commentator in print and radio, as well as an author.

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

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, BC, Canada.

He is a venture capitalist and corporate consultant.

Richard Christopher – Chief Executive Officer

Christopher joined the Company as Chief Executive Officer on August 31, 2024.

Christopher joined the Company as Chief Executive Officer on August 31, 2024 and was elected to the Board on January 14, 2025.

He has extensive experience with pharmaceutical and medical device companies.

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(“InVivo”) from 2019 to 2024.

InVivo Therapeutics was a pioneering biomaterials and biotechnology company with a focus on the treatment of spinal cord injuries.

InVivo was a pioneering biomaterials and biotechnology company with a focus on the treatment of spinal cord injuries.

Its goal was to develop and commercialize groundbreaking technologies and treatments for spinal cord injury (SCI).

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Christopher holds a Master of Science in Accounting from Suffolk University and a Bachelor of Science in Finance from Bentley University.

John Docherty – President and Director

Docherty has served as the Company’s President of Lexaria since April 15, 2015 and a director since April 29, 2016.

John Docherty – President, Chief Scientific Officer and Director

Docherty has served as the Company’s President of Lexaria since April 15, 2015, a director since April 29, 2016, and assumed the title of Chief Scientific Officer on February 13, 2025.

Prior to Lexaria Mr.

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Shankman was the Controller for Change.Org a $35M public benefit corporation.

Christopher Bunka – Chairman, Director and former Chief Executive Officer

Bunka has been Chairman of the Board since 2006.

He is a former executive of the Company, having served as chief executive officer from 2006 to August 31, 2024.

Bunka is a serial entrepreneur and has been involved in several private and public companies since the late 1980’s.

He was well known for more than a decade as a part-time business commentator in print and radio, as well as an author.

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

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, BC, Canada.

He is a venture capitalist and corporate consultant.

Nicholas Baxter - Director

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and in Canada.

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

Baxter also serves on the board of directors of Jericho Energy Ventures Inc., a TSX Venture Exchange listed company and brings extensive real-world experience as a board member.

Ted McKechnie – Director

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Reese has served as a member of the Company’s board of directors since January 2021.

He has over 50 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.

He 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.

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.

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.

In October 2024, Mr.

Reese became an Independent Director, member of the Executive Committee and Chairman of the Audit Committee for a newly chartered community bank in Texas.

Reese is also President and Chairman of a family charitable 501(c)-3 foundation and Interim Chairman of a charitable 501(c)-3 entity that focus on Bible literacy.

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He has extensive experience at a senior level in financial services, finance transactions, investor relations, and more.

Turkel – Director

Turkel, PharmD, PhD has served as a member of the Company’s board of directors since September 2022.

She 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.

Bal Bhullar – Director

Bal Bhullar brings over 20 years of executive experience in diversified business, investor relations, investment banking, financial modelling, financial & risk management, internal controls and ERP and has acted as CFO and Director of ElectraMeccanica Vehicles Corp.

NASDAQ:SOLO, CFO of ReCar (ReBuild Manufacturing), President of BC Risk Management Association, contractual CFO of Foremost Lithium NASDAQ:FMST and CEO/Founder/Director of KISMET Nutrients/American e-Commerce Solutions LLC.

Bhullar is currently the CFO and Director of Damon Inc.

OTCID:DMNIF and CEO/Founder/Director of BKB Management Ltd.

Bhullar has proven expertise with increasing market capitalization, raising capital, overseeing corporate governance, SOX, ESG, diversity and regulatory compliance, financial & strategic planning, as well as successfully completing initial public offerings, reverse mergers, business expansions, start-up operations, program development and product development.

Bhullar is a Chartered Professional Accountant, Certified General Accountant, a CRM designation from Simon Fraser University and a diploma in Financial Management from British Columbia Institute of Technology.

Family Relationships

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Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters, or control persons has been involved in any of the following events during the past five years:

Other than as noted below, none of our directors, executive officers, promoters, or control persons has been involved in any of the following events during the past five years:

A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing.

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1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Richard Christopher, the CEO and a director of Lexaria, was formerly the Chief Financial Officer of InVivo Therapeutics Corporation (“InVivo”).

Following a failed clinical trial, InVivo filed for relief under chapter 11 of the bankruptcy code in the state of Delaware on February 1, 2024.

On June 21, 2024, the court entered a Confirmation Order confirming the Plan.

The Effective Date of the Plan occurred on July 12, 2024.

On November 18, 2025, the court ordered that the motion to authorize the Liquidation Trust to make distributions to the holders of equity security interests was granted.

Delinquent Section 16(a) Reports

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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.

During the fiscal year ended August 31, 2024, the Form 4 filings for stock options issued to the following insiders,:

Albert Reese Jr., William Edward McKechnie, Nicholas Baxter, Dr.

Turkel, John Docherty and Christopher Bunka, on April 26, 2024 were completed after the required two day business time period.

Other than that one instance of late filing, and based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all other filings applicable to our officers, directors, and beneficial owners of greater than 10% percent were complied with within the required time frames.

During the fiscal year ended August 31, 2025, based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all other filings applicable to our officers, directors, and beneficial owners of greater than 10% percent were complied with within the required time frames.

Code of Ethics

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Board and Committee Meetings

Our Board held ten formal meetings and several informal meetings during the year ended August 31, 2024.

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

Our Board held nine formal meetings during the year ended August 31, 2025.

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

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

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The committee is composed of Mr.

Al Reese, Jr., Mr.

Ted McKechnie, and Mr.

Albert Reese, Jr., Ms.

Bal Bhullar, and Mr.

Nicholas Baxter and the members held four formal meetings during the year ended August 31, 2025.

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Our Compensation Committee was created on July 2, 2020, the members of which are Mr.

Turkel and Mr.

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

Nicholas Baxter and Mr.

Ted McKechnie, with all 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 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.

The Compensation Committee held six formal meetings during the fiscal year.

The Compensation Committee held nine formal meetings during the fiscal year.

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

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The Governance and Nominating Committee operate pursuant to a charter created on December 8, 2020.

The current members of the committee are Mr.

Turkel, both being independent directors of the Company.

The current members of the committee are Ms.

Bal Bhullar, Mr.

Albert Reese Jr.

Ted McKechnie, all being independent directors of the Company.

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

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and (iii) such other matters delegated to the committee by the board.

The Governance and Nominating Committee held four formal meetings during the fiscal year.

The Governance and Nominating Committee held one (1) formal meeting during the fiscal year.

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

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and any other relevant qualifications, attributes or skills.

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

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.

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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

Name and Principal Position

Option Awards (6)

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All Other Compensation

Principal Position

Christopher Bunka (1)

Chairman, Director & former Chief Executive Officer

Richard Christopher (1)

Chief Executive Officer

Christopher Bunka (2)

Chairman, Director & former Chief Executive Officer

John Docherty (3)

President & Director

Michael Shankman (4)

Chief Financial Officer

Nelson Cabatuan (5)

Former Chief Financial Officer

Greg Downey (5)

Former Chief Financial Officer

Bunka was appointed as Chairman, President, Chief Executive Officer, and director on October 26, 2006.

Bunka a consulting fee through CAB Financial Services Ltd., through which he was previously compensated for Chief Executive Officer services.

On August 31, 2024, Mr.

Bunka resigned as Chief Executive Officer of the Company and currently serves as the Company’s Chairman of the Board.

Richard Christopher was appointed as Chief Executive Officer on August 31, 2024.

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Christopher as an employee.

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

Bunka was engaged as the Company’s Chief Executive Officer from October 26, 2006 until August 31, 2024.

During his engagement, we paid Mr.

Bunka as an independent contractor through his wholly owned company CAB Financial Services Ltd.

Docherty became President on April 15, 2015, a director on April 29, 2016 and was appointed Chief Scientific Officer on February 13, 2025.

Docherty as an employee.

Shankman was appointed Chief Financial Officer on October 1, 2024.

Shankman as an employee.

Cabatuan was Chief Financial Officer from March 14, 2024 to July 15, 2024 and was considered an employee of the Company.

Subsequent to his resignation, 150,000 options were cancelled with a value of $302,474.

Downey was Chief Financial Officer from April 15, 2021 to June 6, 2023 and was considered an employee of the Company.

The fair value of the stock options awarded was estimated using the Black-Scholes option pricing model.

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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, Former CEO

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 additional 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.

On August 31, 2024 the management contract with Mr.

Bunka was terminated by the Company in order to proceed with the engagement of the new CEO, Mr.

Richard Christopher.

Pursuant to the terms of his contract and a review conducted by the Compensation Committee, Mr.

Bunka received a severance payment of US$442,167, and upon completion of the calendar year will also receive his pro rata portion of his performance milestone bonus.

Bunka and the Company have agreed to enter into a consulting agreement whereby Mr.

Bunka will provide Strategic Executive Advising services and accordingly, all stock options previously issued to Mr.

Bunka will remain valid and exercisable.

Bunka will continue as a director of the Company and as the Chairman of the board and will be compensated for his services as such in the same manner as the independent board members.

Richard Christopher, CEO

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An annual professional development allowance of US$40,000 is also available to Mr.

Christopher also receives medical and dental benefit reimbursement of US$2,400 per month.

Upon the occurrence of a change of control (“COC”), Mr.

Christopher will be entitled to a lump payment of 12 months’ pay if such COC occurs within the first year of engagement, 13 months’ pay if such COC occurs within the second year of engagement and 14 months’ pay if such COC occurs within the third or subsequent year of engagement.

Christopher will be entitled to a lump payment of twelve (12) months’ pay if such COC occurs within the first year of engagement, thirteen (13) months’ pay if such COC occurs within the second year of engagement and fourteen (14) months’ pay if such COC occurs within the third or subsequent year of engagement.

The agreement specifies that should Mr.

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Christopher, the Company would pay Mr.

Christopher any accrued wages, payable bonus and one month of salary for each one month engaged up to a maximum of 12 months’ pay.

John Docherty, President

Christopher any accrued wages, payable bonus and twelve (12) months’ pay.

Chris Bunka, Former CEO

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 entitled 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 twenty-six (26) times the monthly fee, excluding certain circumstances.

The termination clause required fifteen (15) months written notice plus one additional 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 fifteen (15) times the monthly fee plus one additional month’s payment for each completed year of service of up to a maximum payment of twenty-four (24) times the monthly fee.

On August 31, 2024 the management contract with Mr.

Bunka was terminated by the Company in order to proceed with the engagement of the new CEO, Mr.

Richard Christopher.

Pursuant to the terms of his contract and a review conducted by the Compensation Committee, Mr.

Bunka received a severance payment of US$442,167, and received his pro rata portion of his performance milestone bonus.

Bunka and the Company entered into a consulting agreement whereby Mr.

Bunka provides Strategic Executive Advising services.

Bunka will continue as a director of the Company and as the Chairman of the board and will be compensated for his services as such in the same manner as the independent board members.

John Docherty, President & CSO

The Company entered into a 4-year term renewable executive employment agreement with Mr.

John Docherty for a management contract for C$310,001 per year, effective January 1, 2022, with an annual increase of 1.25 times the annual Canadian inflation rate.

John Docherty for a management contract for C$512,000 per year, effective January 1, 2025, with an annual increase of 5% on January 1, 2026 and January 1, 2027 and thereafter at the sole discretion of the Company and in accordance with the Company’s standard payroll practices.

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.

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An annual professional development allowance of C$55,000 is also available to Mr.

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.

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

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.

Nelson Cabatuan, Former CFO

The Company entered into an employment agreement with Mr.

Cabatuan with a base annual salary of US$198,000, subject to annual increases of US$12,000 for the first and second anniversary of employment with any subsequent increase being subject to negotiation, an option grant for the issuance of up to 200,000 common shares vested over three years, and annual performance milestone bonuses of up to 35% during the first year, 40% during the second year and thereafter up to 50% of the base salary.

In addition, Mr.

Cabatuan’s employment agreement provides that upon the sale of an affiliate company, he will receive compensation on the gross sale value equal to 0.5% if the sale occurs in the first year of employment, 0.75% if the sale occurs in the second year of employment and 1.0% if the sale occurs thereafter.

As well, upon a change of control of Lexaria Bioscience Corp., Mr.

Cabatuan will be entitled to twelve months’ of base salary if it occurs in the first year, thirteen months’ of base salary if it occurs in the second year and fourteen months’ of base salary if it occurs in the third year or any subsequent year thereafter.

Cabatuan resigned from his position, his unvested options (150,000) were returned to the Company’s Equity Incentive Plan and he was only entitled to accrued wages.

Cabatuan has continued with the Company as its Strategic Investment Advisor his vested options (50,000) remain valid and active.

Docherty will be entitled to a lump payment of twenty-four (24) months’ pay.

The contract specifies that Mr.

Docherty must provide the Company with sixty (60) days written notice to terminate his employment.

The agreement specifies that should Mr.

Docherty’s engagement be terminated without just cause by the Company or for good reason by Mr.

Docherty, the Company would pay Mr.

Docherty any accrued wages, payable bonus and fifteen months’ salary (in lieu of written notice) with such amount being increased by one additional month’s salary for each additional year employed up to a maximum of twenty-four (24) months.

Michael Shankman, Current CFO

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Shankman be terminated without cause, after an initial six (6) months with the Company, he will be entitled to severance pay equal to two (2) months base salary, with such severance pay increasing by a month for each completed year of employment.

Shankman will also be entitled to medical and dental benefits equal in value to up to $2,000 per month until his 65 th birthday and four (4) weeks of paid vacation.

Shankman received medical and dental benefits equal in value to up to $2,000 per month until his 65 th birthday and receives four (4) weeks of paid vacation.

Nelson Cabatuan, Former CFO

The Company entered into an employment agreement with Mr.

Cabatuan with a base annual salary of US$198,000, an option grant for the issuance of up to 200,000 common shares vested over three years and certain other bonus payments that were not realized due to Mr.

Cabatuan’s resignation as Chief Financial Officer.

Upon his resignation, Mr.

Cabatuan’s unvested options (150,000) were returned to the Company’s Equity Incentive Plan and he only received accrued wages.

Cabatuan has continued with the Company as its Strategic Investment Advisor his vested options (50,000) remain valid and active.

Grants of Plan-Based Awards Table

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percentage of

Richard Christopher

Stock Options

John Docherty,

President & CSO

Stock Options

Nelson Cabatuan,

Michael Shankman

Stock Options

Upon resignation, 150,000 vested options with a fair value of $302,474 expired and were returned to the Incentive Equity Plan.

The remaining 50,000 options had their term reduced so that they expire on July 15, 2026, being two years from the date that Mr.

Cabatuan resigned as CFO and commenced consulting services.

Outstanding Equity Awards at Fiscal Year End

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Unexercisable

Christopher Bunka

John Docherty

Richard Christopher

John Docherty

Michael Shankman

Option Exercises

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Compensation of Directors

As of the fiscal year ending August 31, 2024, four of our directors are compensated for their services.

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

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.

The four independent directors were granted an aggregate of 68,000 stock options with a calculated fair value of $119,311 and is included in consulting expense during the fiscal year 2024.

As of the fiscal year ending August 31, 2025, five of our directors are compensated for their services.

In their capacity as non-employee directors each receives $40,000 per year paid quarterly in advance.

Directors are also paid $5,000 for their services on the Audit and Finance, Compensation, and the Governance and Nominating Committees and $5,000 for acting as chair of such committees or of the board.

The five non-employee directors were granted an aggregate of 55,000 stock options with a calculated fair value of $34,107 and is included in consulting expense during the fiscal year 2025.

In establishing the compensation of the directors, the Company engaged a third party consultant to conduct a peer company review of the compensation issued to companies of similar size, industry and stage of development.

Upon completion of the review, it was determined that the current options issued to the independent directors was below the industry standard and accordingly, an allotment of 12,000 options was issued to each independent director to rectify this gap.

Pension, Retirement or Similar Benefit Plans

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No member of the Compensation Committee is, or was during fiscal 2025, an executive officer of another company whose board of directors has a comparable committee on which one of the Company’s executive officers serves.

Board Diversity

The Company and its management are highly supportive of the recent initiatives taken by the Securities and Exchange Commission and the Nasdaq Group to encourage diversity within the board of directors of reporting companies.

Lexaria’s Governance and Nominating Committee has been compiling a board skill gap matrix and developing a board succession plan for the purpose of formalizing the preferred board composition and areas of expertise that would provide additional benefits to the Company and its shareholders.

During fiscal 2023, the board appointed Dr.

Turkel as an additional independent director.

This appointment aligns with the Company’s transition towards pharmaceutical applications and desire to build on its scientific expertise in this industry sector.

In addition, Dr.

Turkel’s appointment enriches the board with her diverse perspective and results in the Company being in compliance with Nasdaq’s board diversity rules.

Compensation Committee Report

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Actions to Recover Erroneously Awarded Compensation

At no time during the last fiscal year was the Company required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to our Clawback Policy as attached as Exhibit 97.1 to this Form 10-K.

Policies and Practices related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information (“MNPI”)

The Company has a strict policy of not issuing options or allowing its insiders to conduct stock trades at times, subject to any allowable trades that might occur pursuant to a 10b5-1 Trading Plan, where MNPI is known or a material transaction is anticipated to occur.

Each insider and employee of the Company is required to read and sign the Company’s Insider Trading and Black Out Period Policy as attached hereto as Exhibit 19.1, which prescribes certain set periods that prohibit insider trading.

Each insider and employee of the Company is required to read and sign the Company’s Insider Trading and Black Out Period Policy as incorporated by reference as Exhibit 19.1, which prescribes certain set periods that prohibit insider trading.

Other than as established for black-out periods associated with our quarterly and annual financial statement filings, our executive management will also issue notices of black-out trading periods if they are aware of material transactions which they anticipate closing.

Despite diligent efforts to prevent such grant of equity awards close in time to the release of MNPI, there are times when a material transaction may unexpectedly close with a faster timeline than expected which may result in an inadvertent issuance of stock options near or close to the disclosure of MNPI.

During the fiscal year ended August 31, 2024, the Company proceeded with its annual issuance on April 26, 2024 of 5,000 stock options to each of its independent directors as required pursuant to the director services agreement and certain additional stock option issuances to its employees and executive officers.

Two business days later, on April 30, 2024 an existing investor agreed to the terms of a warrant exercise agreement as announced via Form 8-K on April 30, 2024.

The named executive officers who received a grant pursuant to this close in time issuance are as follows:

Exercise price

Fair Value on Grant Date

% change of Market Price

John Docherty

None of the options that were inadvertently issued close in time to the MNPI have been exercised and from the time of disclosure of the MNPI to the fiscal year end, the Company’s stock has seen a low of $2.58 and a high of $4.09.

During the fiscal year ended August 31, 2025, the Company did not grant any equity awards that were close in time to the release of MNPI.

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

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Executive Officers and Directors Individually

Richard Christopher (2)

Chief Executive Officer and Director

John Docherty (3)

President, CSO and Director

Michael Shankman (4)

Chief Financial Officer

Christopher Bunka (5)

Chairman & Director

John Docherty

President and Director

Nicholas Baxter (6)

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Independent Director

Bal Bhullar (9)

Independent Director

Richard Christopher

Chief Executive Officer

Michael Shankman

Chief Financial Officer

Armistice Capital, LLC (11)

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Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such common shares.

Includes 118,180 options exercisable at $3.92 and 150,000 options exercisable at $1.04.

81,820 options that are not exercisable within the next 60 days have not been included in the percentage calculation.

Includes 54,075 shares held in the name of Docherty Management Ltd., 5,376 shares held in the name of John Docherty and 51,334 options exercisable at $3.00 and 30,000 options exercisable at $2.91, 30,000 options exercisable at $1.15, 49,500 options exercisable at $2.36 and 150,000 options exercisable at $1.04 held in the name of John Docherty.

Includes 35,000 options exercisable at $3.17 and 50,000 options exercisable at $1.04

Includes 281,912 shares held in the name of C.A.B.

Financial Services and 373,543 shares held directly by Christopher Bunka.

Includes 94,334 options held in the name of Christopher Bunka of which 64,334 are exercisable at $3.00 and 30,000 are exercisable at $2.91, 30,000 options exercisable at $1.15, 49,500 options exercisable at $2.36 and 6,667 warrants held in the name of C.A.B.

Financial Services all of which are exercisable at $10.50.

Includes 54,075 shares held in the name of Docherty Management Ltd.

and 64,668 options exercisable at $3.00 and 30,000 options exercisable at $2.91, 30,000 options exercisable at $1.15 and 49,500 options exercisable at $2.36 held in the name of John Docherty.

Includes 3,400 options exercisable at $3.39, 8,400 options exercisable at $3.00, 18,200 options exercisable at $1.96, 5,000 options exercisable at $0.87, 5,000 options exercisable at $2.36 and 12,000 options exercisable at $3.39.

Includes 3,400 options exercisable at $3.39, 8,400 options exercisable at $3.00, 18,200 options exercisable at $1.96 and 5,000 options exercisable at $0.87, 5,000 options exercisable at $2.36 and 12,000 options exercisable at $3.39.

Includes 3,400 options exercisable at $3.39, 3,400 options exercisable at $3.00, 3,200 options exercisable at $1.96 and 5,000 options exercisable at $0.87, 5,000 options exercisable at $2.36 and 12,000 options exercisable at $3.39.

Includes 3,400 options exercisable at $3.04, 1,600 options exercisable at $1.96 and 5,000 options exercisable at $0.87, 5,000 options exercisable at $2.36 and 12,000 options exercisable at $3.39.

Includes 64,334 options exercisable at $3.00, 30,000 options exercisable at $2.91, 30,000 options exercisable at $1.15, 49,500 options exercisable at $2.36 and 11,000 options exercisable at $1.04.

Includes 8,400 options exercisable at $3.00, 3,400 options exercisable at $3.39, 18,200 options exercisable at $1.96, 5,000 options exercisable at $0.87, 5,000 options exercisable at $2.36, 12,000 options exercisable at $3.39 and 11,000 options exercisable at $1.04.

Includes 8,400 options exercisable at $3.00, 3,400 options exercisable at $3.39, 18,200 options exercisable at $1.96 and 5,000 options exercisable at $0.87, 5,000 options exercisable at $2.36, 12,000 options exercisable at $3.39 and 11,000 options exercisable at $1.04.

Includes 3,400 options exercisable at $3.00, 3,400 options exercisable at $3.39, 3,200 options exercisable at $1.96 and 5,000 options exercisable at $0.87, 5,000 options exercisable at $2.36, 12,000 options exercisable at $3.39 and 11,000 options exercisable at $1.04.

Includes 11,000 options exercisable at $1.04.

Under Rule 13d-3, 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.

The options held by Messrs.

Christopher and Shankman are not exercisable within 60 days of the date of that this information is provided.

The diluted percentage holdings reflect a deduction of 81,820 options held by Mr.

Christopher and 15,000 options held by Mr.

Shankman which were not exercisable within 60 days of the date of that this information is provided.

Consists of 4,551,019 warrants which contain certain beneficial ownership limitations, which provide that a holder of the securities will not have the right to exercise any portion of its Common Warrants if such holder, together with its affiliates and attribution parties, would beneficially own in excess of 4.99% or 9.99%.

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Our Board may amend, suspend, or terminate this Plan or any portion thereof subject to the approval of any requisite regulatory authority.

No such amendment, suspension or termination shall alter or impair any outstanding unexercised Options or any rights without the consent of such Participant.

If this Plan is suspended or terminated, the provisions of this Plan and any administrative guidelines, rules and regulations relating to this Plan shall continue in effect for the duration of such time as any Option remains outstanding.

On May 9, 2023, the Company’s shareholders approved two proposals to amend the Equity Incentive Plan.

The approval of the first proposal authorized the Board to amend the Equity Incentive Plan by increasing the maximum number of shares issuable to 10% of the issued share capital as at May 31, 2023 and the second proposal authorized the Board to amend the Equity Incentive Plan to allow for an evergreen formula whereby on January 1 of each calendar year the number of shares issuable pursuant to the Equity Incentive Plan may be increased, at the discretion of the Board, to 10% of the issued share capital as at December 31 of the preceding year.

No such amendment, suspension or termination shall alter or impair any outstanding unexercised stock options or any rights without the consent of such Participant.

The Equity Incentive Plan, as approved by the Company’s shareholders, includes an evergreen formula whereby on January 1 of each calendar year the number of shares issuable pursuant to the Equity Incentive Plan may be increased, at the discretion of the Board, to 10% of the issued share capital as at December 31 of the preceding year without any further approvals required.

Convertible Securities

Pursuant to our Equity Incentive Plan, during the year ended August 31, 2024, we granted stock options to directors, officers, employees, and consultants that enable the option holders to purchase 696,500 common shares of the Company.

Options were granted at prices of:

85,000 at $1.15 (of which 2,500 were exercised), 200,000 at $2.93 (of which 150,000 were returned), 151,500 at $2.36, 60,000 at $3.39 and 200,000 at $3.92 and have exercise periods ranging from two to five year terms.

The 744,936 options that were granted and exercisable as at August 31, 2024 had a fair value of $471,086 using the Black Scholes valuation method and the non-cash expense was included in wages and salaries on the Company’s Consolidated Statements of Operations and Comprehensive Loss.

Pursuant to our Equity Incentive Plan, during the year ended August 31, 2025, we granted 100,000 restricted stock awards and stock options to directors, officers, employees, and consultants that enable the option holders to purchase up to 586,500 common shares of the Company.

Options were granted at quantities and prices of:

62,000 at $3.17, 20,000 at $2.10, 10,000 at $2.42, 50,000 at $2.07 and 444,500 at $1.04 and have five-year exercise periods.

The 100,000 restricted stock awards and 586,500 options that were granted and exercisable as of August 31, 2025, had a fair value of $629,212 using the Black Scholes valuation method and the non-cash expense was included in wages and salaries on the Company’s Consolidated Statements of Operations and Comprehensive Loss.

Changes in Control

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Director Independence

Lexaria directors are Mr.

Christopher Bunka, Mr.

John Docherty, Mr.

Nicholas Baxter, Mr.

Ted McKechnie, Mr.

Catherine Turkel.

Lexaria directors are Messrs.

Richard Christopher, Christopher Bunka, John Docherty, Nicholas Baxter, Ted McKechnie and Al Reese Jr.

We have determined that Messrs.

Baxter, McKechnie and Reese and Dr.

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

Baxter, McKechnie and Reese and Ms.

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

Our audit and finance committee consists of our Messrs.

Baxter, McKechnie, and Reese, the latter qualifying as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.

Reese and Baxter and Ms.

Reese qualifying 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 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 Baxter and Dr.

During fiscal year ended August 31, 2024, the Compensation Committee held six meetings to determine bonus compensation payable to the named executive officers in connection with the successful completion of certain performance milestones.

McKechnie and Baxter.

During fiscal year ended August 31, 2025, the Compensation Committee held nine meetings 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 consists of the following independent directors:

During the fiscal year ended August 31, 2024, the Governance and Nominating Committee held four formal meetings.

During the fiscal year ended August 31, 2025, the Governance and Nominating Committee held one formal meeting.

Principal Accountant Fees and Services

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

Exhibits, Financial Statement Schedules

Exhibits and Financial Statement Schedules

a) Financial Statements

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Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-8 filed on January 18, 2024)

Form of Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed January 14, 2021)

Form of Representative’s Warrant (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed January 14, 2021)

Form of Warrant (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-1 filed with the SEC on April 28, 2023)

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Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed April 30, 2024)

Form of Tail Warrant (incorporated by reference as Exhibit 4.2 to our Quarterly Report on Form 10-Q filed July 12, 2024)

Form of Private Placement Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed October 16, 2024)

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed October 16, 2024)

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed April 28, 2025)

Form of Private Placement Warrant (incorporated by reference as Exhibit 4.1 to our Current Report on Form 8-K filed September 29, 2025)

Form of Placement Agent Warrant (incorporated by reference as Exhibit 4.2 to our Current Report on Form 8-K filed September 29, 2025)

Material Contracts

Executive Employment Agreement dated Dec.

31, 2021 with John Docherty (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on January 14, 2022)

Management Services Agreement dated Dec.

31, 2021 with C.A.B.

Financial Services Ltd.

(Chris Bunka) (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on January 14, 2022)

Engagement Agreement by and between the Company and H.C.

Wainwright & Co., LLC, dated February 12, 2024 (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed February 16, 2024)

Engagement Agreement Amendment by and between the Company and H.C.

Wainwright & Co., LLC, dated February 12, 2024 (incorporated by reference to Exhibit 1.2 to our Current Report on Form 8-K filed February 16, 2024)

Form of Securities Purchase Agreement with certain purchasers dated February 14, 2024 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed February 16, 2024)

Amended and Restated Definitive Intellectual Property License Agreement between Lexaria Hemp Corp.

and Premier Anti-aging Co., Ltd., dated March 15, 2024 (incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q filed on April 9, 2024)

Warrant Exercise Agreement between the Company and Armistice Capital Master Fund Ltd.

(incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 30, 2024)

Capital on Demand™ Sales Agreement, dated as of August 21, 2024 by and between Lexaria Bioscience Corp.

and JonesTrading Institutional Services LLC (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed on August 22, 2024)

Executive Employment Agreement dated August 31, 2024 with Richard Christopher

Executive Employment Agreement dated October 1, 2024 with Michael Shankman

Engagement Agreement by and between the Company and H.C.

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)

Executive Employment Agreement dated August 31, 2024 with Richard Christopher (incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K filed November 26, 2024)

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)

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)

Project Agreement effective December 2, 2024 with Novotech (Australia) Pty Limited (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q filed January 10, 2025)

Executive Employment Agreement dated December 31, 2024 with John Docherty (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed January 10, 2025)

Form of Director Services Agreement (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed April 14, 2025)

Engagement Agreement by and between the Company and H.C.

Wainwright & Co., LLC, dated February 24, 2025, as amended (incorporated by reference to Exhibit 1.1 and 1.2 to our Current Report on Form 8-K filed April 28, 2025)

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)

Change Order to Project Agreement with Novotech (Australia) Pty Limited effective May 14, 2025 (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed July 14, 2025)

Engagement Agreement with H.C.

Wainwright & Co.

LLC dated August 12, 2025

Form of Securities Purchase Agreement dated September 26, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed September 29, 2025)

Insider Trading Policies and Procedures

Insider Trading and Black-Out Period Policy, effective June 14, 2019

List of Subsidiaries of the Registrant

Insider Trading and Black-Out Period Policy, effective June 14, 2019 (incorporated by reference to Exhibit 19.1 to our Annual Report on Form 10-K filed November 26, 2024)

List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K filed November 26, 2024)

Consents of Experts and Counsel

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Policy Relating to Recovery of Erroneously Awarded Compensation

Clawback Policy , effective December 1, 2023

Clawback Policy, effective December 1, 2023 (incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed November 26, 2024)

Interactive Data Files

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Form 10-K Summary

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.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LEXARIA BIOSCIENCE CORP.

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November 26, 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Richard Christopher

Richard Christopher

Chief Executive Officer

Chief Executive Officer & Director

(Principal Executive Officer)

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November 26, 2025

/s/ John Docherty

John Docherty

President, CSO & Director

November 26, 2025

/s/ Christopher Bunka

Christopher Bunka

Director & Chairman

November 26, 2025

/s/ William Edward (Ted) McKechnie

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November 26, 2025

/s/ Bal Bhullar

November 26, 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.

What changed 10-K

Item 9A. Controls and Procedures