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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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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:
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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Item 3.03 Material Modification to Rights of Security Holders
On July 29, 2026, Lexaria Bioscience Corp. (the “Company”) filed a Certificate of Change (the “Certificate”) pursuant to Nevada Revised Statutes (“NRS”) Section 78.209 with the Secretary of State of the State of Nevada authorizing a 1-for-15 reverse stock split of the Company’s (a) authorized shares of common stock; and (b) issued and outstanding shares of common stock (the “Reverse Stock Split”).
Reason for the Reverse Stock Split
The Reverse Stock Split was effected primarily to enable the Company to expeditiously restore compliance with the continued listing standard of NASDAQ Capital Market (“NASDAQ”) and secondarily to attempt to stabilize uncertain stock conditions in order to increase the Company’s ability to attract new business development partners.
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective at 12:01 a.m. Eastern Time on August 3, 2026, and will be reflected with NASDAQ and in the marketplace at the open of business on August 3, 2026 (the “Effective Date”),whereupon the shares of common stock will begin trading on a split-adjusted basis. In connection with the Reverse Stock Split, the Company’s shares of common stock will continue to trade on NASDAQ under the symbol “LEXX” but will trade under a new CUSIP Number, 52886N604.
Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company’s common stock held by each stockholder will be converted automatically into the number of whole shares of common stock equal to (i) the number of issued and outstanding shares of common stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 15.
No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
Non-Certificated Shares; Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
Stockholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting stockholder.
Computershare Trust Company of Canada
PO Box 7023
31 Adelaide Street East
Toronto, ON M5C 2K4
Phone: 1-800-564-6253
Email: corporateactions@computershare.com
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Please contact Computershare Trust Company of Canada for further information, related costs and procedures before sending any certificates
State Filing. The Reverse Stock Split was effected by the Company filing the Certificate pursuant to NRS Section 78.209 with the Secretary of State of the State of Nevada on July 29, 2026. The Certificate will not be effective until the Effective Date. A copy of the Certificate is attached hereto as Exhibit 3.1 and incorporated herein by reference.
No Stockholder Approval Required. Under Nevada law, because the Reverse Stock Split was approved by the Board of Directors of the Company in accordance with NRS Section 78.207, no stockholder approval was required. NRS Section 78.207 provides that the Reverse Stock Split may be implemented by a resolution adopted by the Board of Directors of the Company, without stockholder approval, if (x) both the number of authorized shares of common stock and the number of outstanding shares of common stock are proportionally reduced as a result of the Reverse Stock Split; (y) the Reverse Stock Split does not adversely affect any other class of stock of the Company; and (z) the Company does not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. As described herein, the Company has complied with these requirements.
Capitalization. Prior to the Effective Date of the Certificate, the Company was authorized to issue 220,000,000 shares of common stock. As a result of the Reverse Stock Split, the Company will be authorized to issue 14,666,667 shares of common stock (the Company’s authorized shares of common stock will be reduced in the same ratio (1-for-15) as its outstanding common stock was reduced). As of the current date, there were 24,787,446 shares of common stock outstanding. As a result of the Reverse Stock Split, there will be approximately 1,652,518 shares of common stock outstanding (subject to additional adjustment due to the effect of rounding fractional shares up into whole shares). The Reverse Stock Split will not have any effect on the stated par value of the common stock.
Each stockholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares.
All options and warrants of the Company outstanding immediately prior to the Reverse Stock Split will be appropriately adjusted as a result of the Reverse Stock Split
Item 5.03 Amendments to Articles of Incorporation or Bylaws
The information required by this Item 5.03 is set forth in Item 3.03 above, which information is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
Description |
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Certificate of Change to Amended and Restated Articles of Incorporation |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| LEXARIA BIOSCIENCE CORP. |
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| /s/ Richard Christopher |
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| Richard Christopher |
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| CEO, Principal Executive Officer |
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| Date: July 30, 2026 |
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EXHIBIT 3.1
EXHIBIT 99.1
Lexaria Announces Effective Date for Reverse Stock Split
Kelowna, British Columbia – July 30, 2026 – Lexaria Bioscience Corp. (Nasdaq: LEXX) (the “Company” or “Lexaria”), a global innovator in drug delivery platforms, announces that it intends to effect a reverse stock split of its common stock effective as of 12:01 am EST on August 3, 2026 (the “Reverse Split”).
The primary goal of the Reverse Split is to increase the per Share market price of the Company’s Shares with the objective of regaining compliance with the NASDAQ Capital Market’s (“Nasdaq”) minimum $1.00 bid price per share requirement of Nasdaq Listing Rule 5550(a)(2) (the “Minimum Price Rule”). The Reverse Split is also being performed in an effort to stabilize uncertain stock conditions in the face of a number of critical business drivers which we believe to be in the best immediate and long-term interests of our shareholders.
“The Reverse Split is a critical step towards our continued listing on Nasdaq,” stated Richard Christopher, CEO of Lexaria Bioscience Corp. “We have determined that it is prudent and extremely important that the Reverse Split is conducted sooner rather than later,” continued Mr. Christopher. “Nasdaq compliance is impactful to Lexaria on so many levels including our ability to attract new business development partners, advance existing business development discussions, and broaden our overall investor appeal. Recent equity market weakness is at odds with the great potential of our technology, and the Company needs a stable foundation in order to take advantage of existing and upcoming opportunities.”
The Reverse Split will be conducted on a 1-for-15 basis resulting in the Company’s current issued share capital of 24,787,446 shares of common stock (“Shares”) being consolidated into 1,652,518 Shares, subject to further adjustment for fractional Shares which will be rounded up to the nearest whole number. In addition, the Company’s number of authorized shares and issued convertible securities (options and warrants) will also be subject to the Reverse Split, with the exercise prices of the Company’s outstanding convertible securities being adjusted accordingly. In arriving at the Reverse Split ratio, the Company also examined 24 other reverse stock splits conducted by Nasdaq listed biotech companies from January 1 to June 30, 2026, wherein the average reverse split ratio was 1-for-18.
In proactively performing this Reverse Split contemporaneous with the end of our 180-day compliance period we anticipate requesting the required Nasdaq hearing to appeal any delisting notification, and we expect to comply with the Minimum Price Rule in mid-August before any such hearing takes place.
The Shares issued pursuant to the Reverse Split will remain fully paid and non-assessable. The Reverse Split will also consolidate the number of authorized Shares from 220,000,000 authorized to 14,666,667 authorized but will not affect the par value of the Shares. Thus, all shareholders will own the same percentage interest in the Company after the Reverse Split, as they do prior to the Reverse Split.
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Following the Reverse Split, the resulting Shares will continue to be traded on the Nasdaq under the stock symbol LEXX but will bear the new CUSIP number 52886N604.
Shareholders of the Company who hold Shares represented by a physical share certificate will need to contact Computershare Trust Company of Canada, as follows, for further information, related costs and procedures before sending any physical share certificates to reflect the Reverse Split adjustment:
PO Box 7023
31 Adelaide Street East
Toronto, ON M5C 2K4
Phone: 1-800-564-6253
Email: corporateactions@computershare.com
About Lexaria Bioscience Corp. & DehydraTECH™
DehydraTECH™ is Lexaria’s patented drug delivery formulation and processing platform technology which improves the way a wide variety of drugs enter the bloodstream, always through oral delivery. DehydraTECHTM has repeatedly evidenced the ability to increase bio-absorption, reduce side-effects, and deliver some drugs more effectively across the blood brain barrier. Lexaria operates a licensed in-house research laboratory and holds a robust intellectual property portfolio with 66 patents granted and additional patents pending worldwide. For more information, please visit www.lexariabioscience.com.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements. Statements as such term is defined under applicable securities laws. These statements may be identified by words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,” and other similar expressions. Such forward-looking statements in this press release include, but are not limited to, statements by the Company relating to the Company’s ability to carry out research initiatives, receive regulatory approvals or grants or experience positive effects or results from any research or study. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that the Company will actually achieve the plans, intentions, or expectations disclosed in these forward-looking statements. As such, you should not place undue reliance on these forward-looking statements. Factors which could cause actual results to differ materially from those estimated by the Company include, but are not limited to, government regulation and regulatory approvals, managing and maintaining growth, the effect of adverse publicity, litigation, competition, scientific discovery, the patent application and approval process, potential adverse effects arising from the testing or use of products utilizing the DehydraTECH technology, the Company’s ability to maintain existing collaborations and realize the benefits thereof, delays or cancellations of planned R&D that could occur related to pandemics or for other reasons, and other factors which may be identified from time to time in the Company's public announcements and periodic filings with the US Securities and Exchange Commission on EDGAR. The Company provides links to third-party websites only as a courtesy to readers and disclaims any responsibility for the thoroughness, accuracy or timeliness of information at third-party websites. There is no assurance that any of Lexaria’s postulated uses, benefits, or advantages for the patented and patent-pending technology will in fact be realized in any manner or in any part. No statement herein has been evaluated by the Food and Drug Administration (FDA). Lexaria-associated products are not intended to diagnose, treat, cure or prevent any disease. Any forward-looking statements contained in this release speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements or links to third-party websites contained herein, whether as a result of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.
INVESTOR CONTACT:
George Jurcic - Head of Investor Relations
ir@lexariabioscience.com
Phone: 250-765-6424, ext 202
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