エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 5, 2025
LEXARIA BIOSCIENCE CORP. |
(Exact name of registrant as specified in its charter) |
Nevada |
|
000-39874 |
|
20-2000871 |
|
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
100 - 740 McCurdy Road, Kelowna, BC Canada |
|
V1X 2P7 |
(Address of principal executive offices) |
|
(Zip Code) |
(250) 765-6424
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
Common Stock, par value $0.001 per share Warrants to Purchase Common Stock |
|
LEXX LEXXW |
|
The Nasdaq Capital Market The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On February 5, 2025, Lexaria Bioscience Corp. (the “Company”) and JonesTrading Institutional Services LLC (the “Agent”) entered into Amendment No. 1 (the “Amendment”) to the Capital on Demand™ Sales Agreement between the parties originally entered into on August 21, 2024 (the “Original Agreement” and, as amended by the Amendment, the “Sales Agreement”). The Amendment amends the Original Agreement to (i) amend the defined term “Registration Statement” to refer to the Company’s current active registration statement on Form S-3 (333-284407) and (ii) provide that the Company may issue and sell, from time to time, up to $5,000,000 in aggregate principal amount of shares (the “Shares”) of the Company’s common stock through or to the Agent, as the Company’s sales agent or principal. The Original Agreement had provided for the issue and sale of up to $20,000,000 in aggregate principal amount of shares.
Any Shares to be offered and sold under the Sales Agreement will be issued and sold by methods deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Act”), or in negotiated transactions, if authorized by the Company.
Subject to the terms of the Sales Agreement, the Agent will use reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions (including any price, time, or size limits or other customary parameters or conditions the Company may impose). The Company cannot provide any assurances that it will issue any Shares pursuant to the Sales Agreement. The Company will pay the Agent a commission of 3.0% of the gross sales price of the Shares sold pursuant to the Sales Agreement, if any. The Company has agreed to reimburse the Agent for certain specified expenses as provided in the Sales Agreement and has also agreed to provide the Agent with customary indemnification and contribution rights in respect of certain liabilities, including liabilities under the Act. The Sales Agreement also contains customary representations, warranties and covenants.
The offering of the Shares will terminate upon the earliest of (a) the issuance and sale of all of the Shares by the Agent on the terms and subject to the conditions set forth in the Sales Agreement or (b) the termination of the Sales Agreement by either of the parties thereto.
The sale of Shares, if any, under the Sales Agreement will be made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-284407), which was filed with the Securities and Exchange Commission (the “Commission”) on January 22, 2025, and declared effective on January 30, 2025, and a prospectus supplement to the base prospectus forming a part of such registration statement, which was filed by the Company with the Commission on February 5, 2025.
The foregoing description of the Amendment and Sales Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Amendment and Original Agreement, which are filed as Exhibit 10.1 to this Current Report on Form 8-K and Exhibit 1.1 to the Company’s Current Report on Form 8-K filed August 22, 2024, respectively, and is incorporated herein by reference. The representations, warranties and covenants contained in the Sales Agreement were made only for purposes of such agreement and are solely for the benefit of the parties to such agreement.
Sichenzia Ross Ference Carmel LLP, counsel to the Company, has issued an opinion to the Company regarding the validity of the Shares to be issued and sold pursuant to the Sales Agreement. A copy of the opinion is filed as Exhibit 5.1 to this Current Report.
This Current Report shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| 2 |
Item 9.01 Financial Statements and Exhibits.
|
Exhibit No. |
|
Description |
|
||
|
||
|
Consent of Sichenzia Ross Ference Carmel LLP (contained in the opinion filed as Exhibit 5.1 hereto) |
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 5, 2025
|
LEXARIA BIOSCIENCE CORP.
|
|
/s/ Richard Christopher |
|
Name: Richard Christopher |
|
Title: Chief Executive Officer |
|
| 4 |
EXHIBIT 5.1
February 5, 2025
Lexaria Bioscience Corp.
100 - 740 McCurdy Road
Kelowna, BC Canada V1X 2P7
Re: Shares of Common Stock, $0.001 par value per share, having an aggregate offering price of up to $5,000,000
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the proposed offer and sale by Lexaria Bioscience Corp., a Nevada corporation (the “Company”), of up to an aggregate of $5,000,000 of shares of the Company’s common stock (the “Placement Shares”), pursuant to a Registration Statement on Form S-3 (File No. 333-284407) (the “Registration Statement”), which was originally filed under the Securities Act of 1933, as amended (the “Securities Act”) with the Securities and Exchange Commission (“SEC”) on January 22, 2025, and declared effective by the SEC on January 30, 2025, the base prospectus contained in the Registration Statement (the “Base Prospectus”), and the prospectus supplement relating to the proposed offer and sale of the Placement Shares filed with the SEC on February 5, 2025, pursuant to Rule 424(b) of the rules and regulations under the Securities Act (the “Prospectus Supplement”, and together with the Base Prospectus, the “Prospectus”). We understand that the Placement Shares are proposed to be offered and sold pursuant to a Capital on DemandTM Sales Agreement, dated August 21, 2024 as amended on February 5, 2025, by and between JonesTrading Institutional Services LLC (the “Agent”) and the Company (the “Sales Agreement”).
In connection with the preparation of this opinion, we have examined such documents and considered such questions of law as we have deemed necessary or appropriate. We have assumed the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the genuineness of all signatures. As to questions of fact material to our opinions, we have relied upon the certificates of certain officers of the Company without independent investigation or verification.
Further, in connection with our opinions expressed below, we have assumed that, (i) at or prior to the time of the delivery of any of the Placement Shares, there will not have occurred any change in the law or the facts affecting the validity of the Placement Shares, (ii) at the time of the offer, issuance and sale of any Placement Shares, no stop order suspending the Registration Statement’s effectiveness will have been issued and remain in effect, (iii) no future amendments will be made to the company’s Articles of Incorporation that would be in conflict with or inconsistent with the Company’s right and ability to issue the Placement Shares, (iv) at the time of each offer, issuance and sale of any Placement Shares, the Company will have a sufficient number of authorized and unissued and unreserved shares of the applicable class or series of its capital stock included in (or purchasable upon exercise or conversion of) the Placement Shares so issued and sold (after taking into account all other outstanding securities of the Company which may require the Company to issue shares of such applicable class or series) to be able to issue all such shares, and (v) all purchasers of the Placement Shares will timely pay in full to the Company all amounts they have agreed to pay to purchase such Placement Shares, as approved by the Board of Directors of the Company or a duly authorized committee thereof, and that the purchase price of any Placement Shares will not be less than the par value thereof.
We express no opinion regarding the effectiveness of any waiver or stay, extension or of unknown future rights. Further, we express no opinion regarding the effect of provisions relating to indemnification, exculpation or contribution to the extent such provisions may be held unenforceable as contrary to federal or state securities laws or public policy.
1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY |
10036 T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
With respect to our opinion expressed below, we have assumed that, upon the issuance of any of the Placement Shares, the total number of shares of the Company’s common stock issued and outstanding and reserved for future issuance will not exceed the total number of shares of common stock that the Company is then authorized to issue under its Articles of Incorporation as then in effect.
Based on the foregoing, we are of the opinion that the Placement Shares have been duly authorized and, when issued and sold in the manner described in the Registration Statement, the Prospectus and the Sales Agreement, will be validly issued, fully paid and non-assessable.
We are members of the bar of the State of New York. We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, and the federal laws of the United States of America. Insofar as the matters covered by this opinion may be governed by the laws of other states we have assumed that such laws are identical in all respects to the laws of the State of New York.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed with the SEC on the date hereof, which is incorporated by reference into the Registration Statement, and further consent to the reference to us in the Registration Statement and any amendments thereto. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
This opinion is intended solely for use in connection with the offer and sale of the Placement Shares pursuant to the Registration Statement and is not to be relied upon for any other purpose or delivered to or relied upon by any other person without our prior written consent. This opinion is rendered as of the date hereof and based solely on our understanding of facts in existence as of such date after the examination described in this opinion. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.
| Very truly yours, |
|
|
|
|
| /s/ Sichenzia Ross Ference Carmel |
|
| SICHENZIA ROSS FERENCE CARMEL LLP |
|
1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY |
10036 T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
| 2 |
EXHIBIT 10.1
February 5, 2025
Lexaria Bioscience Corp.
100 - 740 McCurdy Road,
Kelowna, BC, Canada V1X 2P7
Re: Amendment No. 1 to Capital on Demand™ Sales Agreement
Ladies and Gentlemen:
Reference is made to the Capital on Demand™ Sales Agreement, dated as of August 21, 2024 (the “Sales Agreement”), between Lexaria Bioscience Corp (the “Company”) and JonesTrading Institutional Services LLC (“Jones”). This Amendment No. 1 to the Sales Agreement (this “Amendment”) constitutes an agreement between the Company and Jones to amend the Sales Agreement as set forth herein. Defined terms that are used but not defined herein shall have the meanings ascribed to such terms in the Sales Agreement.
1. The defined term “Agreement” in the Sales Agreement is hereby amended to mean the Sales Agreement as amended by this Amendment.
2. The defined term “Registration Statement” in the Sales Agreement is hereby amended to refer to the registration statement on Form S-3 (333-284407).
3. All instances of “Form S-3 (333-262402)” in the Sales Agreement are hereby replaced in all instances with “Form S-3 (333-284407)”.
4. Except as expressly set forth herein, all of the terms and conditions of the Sales Agreement shall continue in full force and effect after the execution of this Amendment and shall not be in any way be changed, modified or superseded by the terms set forth herein.
5. This Amendment may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.
[remainder of page intentionally left blank]
In acknowledgment that the foregoing correctly sets forth the understanding reached by the Company and Jones, please sign in the space provided below, whereupon this Amendment shall constitute a binding amendment to the Sales Agreement as of the date indicated above.
|
| Very truly yours, |
|
|
|
|
|
|
|
|
| JONESTRADING INSTITUTIONAL SERVICES LLC |
||
|
|
|
|
|
|
| By: | /s/ Burke Cook |
|
|
| Name: | Burke Cook |
|
|
| Title: | General Counsel |
|
Accepted and Agreed:
LEXARIA BIOSCIENCE CORP.
| By: | /s/ Richard Christopher |
|
| Name: | Richard Christopher |
|
| Title: | Chief Executive Officer |
|
[SIGNATURE PAGE TO LEXX AMENDMENT TO SALES AGREEMENT]
| 2 |