Item 1A. Risk Factors
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 are those described below and in our Form 10-K for the year ended August 31, 2025, as filed with the SEC on November 28, 2025.
In the event that we fail to satisfy any of the listing requirements of the Nasdaq Capital Market, our common stock may be delisted, which could affect our market price and liquidity.
Our common stock is listed on the Nasdaq Capital Market. For continued listing on the Nasdaq Capital Market, we will be required to comply with the continued listing requirements, including the minimum market capitalization standard, the corporate governance requirements and the minimum closing bid price requirement, among other requirements. On February 4, 2026, we received a deficiency letter from the Nasdaq Listings Qualifications Department notifying us that, for the last 30 consecutive business days, the bid price for our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market. We have been provided with a 180-day compliance period or until August 3, 2026, in which to regain compliance, which could potentially be extended by Nasdaq for an additional 180 days so long as we are otherwise in compliance with all listing requirements. If we do not achieve compliance with the minimum bid rule by August 3, 2026, we intend to request an additional 180-day compliance period from Nasdaq. As we are currently in compliance with all other listing requirements, we expect to receive the additional 180-day compliance period, during which time we will determine what actions, if any, are needed to regain compliance with the minimum bid price requirement. Such actions may include effecting a reverse stock split if we are unable to regain compliance with the minimum bid price requirement. Even if a reverse stock split is effected, there can be no assurance that we will maintain compliance with the minimum bid price requirement, or that we will continue to be in compliance with the other continued listing requirements of the Nasdaq Capital Market.
In the event that we fail to regain compliance with the minimum bid price requirement, we fail to obtain a second compliance period from Nasdaq, or we fail to satisfy any of the other listing requirements of the Nasdaq Capital Market, our common stock may be delisted. If our securities are delisted from trading on the Nasdaq Capital Market, and we are not able to list our securities on another exchange, our securities could be quoted on the OTC Bulletin Board or on the “pink sheets.” As a result, we could face significant adverse consequences including:
·
a limited availability of market quotations for our securities;
·
a determination that our common stock is a “penny stock,” which would require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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·
a limited amount of news and analyst coverage;
·
a limited ability to raise equity capital to continue to fund our research and development programs; and
·
a limited ability to acquire other companies or technologies by using our shares as consideration.
Item 2. Recent Sales of Unregistered Equity Securities
During the six months ended February 28, 2026, the Company issued:
·
2,666,667 share purchase warrants with an exercise price of $1.37 that expire on December 9, 2030 to purchase up to 2,666,667 shares of common stock;
·
93,333 placement agent share purchase warrants with an exercise price of $1.875 that expire on September 26, 2030 to purchase up to 93,333 shares of the common stock;
·
2 ,661,600 share purchase warrants with an exercise price of $1.19 that expire on January 14, 2031 to purchase up to 2,661,600 shares of common stock; and
·
93,156 placement agent share purchase warrants with an exercise price of $1.6438 that expire on December 16, 2030 to purchase up to 93,156 shares of the common stock.
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 February 28, 2026, 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.
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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 Private Placement Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed September 29, 2025)
4.2
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed September 29, 2025)
4.3
Form of Private Placement Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed December 16, 2025)
4.4
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed December 16, 2025)
(10)
Material Contracts
10.1
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)
10.2
Form of Securities Purchase Agreement dated December 14, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed December 16, 2025)
(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.
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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: April 13, 2026
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: April 13, 2026
By:
/s/ Michael Shankman
Michael Shankman
Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: April 13, 2026
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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.