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
Date of Report (Date of earliest event reported)
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Registrant’s telephone number, including area code (
(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) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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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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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:
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| Name of each exchange on which registered |
Warrants to Purchase Common Stock |
| LEXXW |
| The 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 5.07 Submission of Matters to a Vote of Security Holders
On October 10, 2023 at 1:00 p.m. (Pacific Time), Lexaria Bioscience Corp. (the “Company”) held its special shareholder meeting (the “Meeting”). There were 4,680,714 shares of the Company represented in person or by proxy at the Meeting, constituting 57.85% of the Company’s issued share capital as at August 14, 2023, being the record date of the Meeting. The matters voted upon at the Meeting and the final voting results are set forth below:
Matter Being Voted On |
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| Abstain |
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To Approve a Reverse Stock Split with such ratio to be not less than 2 current shares for one post reverse stock split share and no more than 12 current shares for one post reverse stock split. |
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| 3,120,754 |
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| 1,546,507 |
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| 13,453 |
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| 0 |
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| 67 | % |
To approve the adjournment of the Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there is insufficient votes in favour of Proposal No. 1 or to establish quorum |
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| 3,274,780 |
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| 1,362,609 |
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| 43,250 |
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| 0 |
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| 70 | % |
1 Percentage is calculated based on abstained votes not being counted as a vote for or against the resolution.
As quorum was established and the reverse stock split resolution was approved, the adjournment proposal was not relied on.
All of the proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on August 23, 2023.
Item 8.01 Other Events
The Company has entered into a three-month investor relations contract with Andrew Barwicki Inc. for compensation of $99,500.
The Company announced in its press release of October 12, 2023 the grants of its most recent Canadian patents for the use of its proprietary DehydraTECH technology. A summary of these most recently issued Canadian patents is as follows:
Canadian Patent # 2,984,917 - This patent represents our first Canadian patent in our established Patent Family #3 protecting the use of our DehydraTECH technology with Stable Ready-to-Drink Beverage Compositions Comprising Lipophilic Active Agents, in which we already have patents issued in Australia, India, Japan and Mexico.
Canadian Patent #3,111,082 - This patent represents our first patent globally in our Patent Family #14 protecting the use of DehdyraTECH technology with Lipophilic Active Agent Infused Tobacco Leaves and/or Tobacco Materials and Methods of Use Thereof.
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| Cover Page Interactive Data File (embedded with 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/ Chris Bunka |
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Chris Bunka |
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CEO, Principal Executive Officer |
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Date: October 12, 2023
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EXHIBIT 99.1
Lexaria Granted Two New Patents in Canada
· Lexaria now holds 37 granted patents world-wide
· Potential application in treating nicotine addiction
Kelowna, British Columbia – October 12, 2023 – Lexaria Bioscience Corp. (Nasdaq: LEXX) (Nasdaq: LEXXW) (the “Company” or “Lexaria”), a global innovator in drug delivery platforms announces it has been granted two new patents by the Canadian Intellectual Property Office (“CIPO”), increasing Lexaria’s complete patent portfolio to 37 granted patents.
Canadian Patent #2,984,917, “Stable Ready-to-drink Beverage Compositions Comprising Lipophilic Active Agents” was granted on September 26, 2023, and expires December 1, 2036. This patent recognizes Lexaria’s innovations in delivering lipophilic (fat-based) active drugs and active molecules suspended in a water-based format. Lexaria’s DehydraTECH technology can be used in both dry formats such as capsules and pills, as well as in liquid formats such as drops, tinctures and also beverages including consumer beverages. This is Lexaria’s 6th granted patent in its patent family #3.
Canadian patent #3,111,082, “Lipohilic Active Agent Infused Tobacco Leaves and/or Tobacco Materials and Methods of Use Thereof” was granted on August 29, 2023, and expires on September 13, 2039. This patent recognizes Lexaria’s innovations in infusing tobacco leaves directly with drugs or active molecules such as nicotine with or without cannabinoids for potential applications such as treating nicotine addiction. This is Lexaria’s 1st granted patent in its patent family #14.
Lexaria has also filed for international patent protection for DehydraTECH-powered oral-nicotine following the earlier 2023 award of this patent class in the USA.
About Lexaria Bioscience Corp.
Lexaria Bioscience Corp.’s patented drug delivery technology, DehydraTECH™, improves the way active pharmaceutical ingredients (APIs) enter the bloodstream through oral delivery. Since 2016, DehydraTECH has repeatedly demonstrated the ability to increase bio-absorption with cannabinoids, antiviral drugs, PDE5 inhibitors and more. DehydraTECH has also evidenced an ability to 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 37 patents granted and many 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 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
Cover |
Oct. 10, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | Lexaria Bioscience Corp. |
| Entity Central Index Key | 0001348362 |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Emerging Growth Company | false |
| Document Period End Date | Oct. 10, 2023 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Incorporation State Country Code | NV |
| Entity File Number | 000-52138 |
| Entity Tax Identification Number | 20-2000871 |
| Entity Address Address Line 1 | 100 – 740 McCurdy Road |
| Entity Address City Or Town | Kelowna |
| Entity Address Country | CA |
| Entity Address Postal Zip Code | V1X 2P7 |
| City Area Code | 250 |
| Local Phone Number | 765-6424 |
| Security 12b Title | Common Stock, par value $0.001 per share |
| Trading Symbol | LEXX |
| Security Exchange Name | NASDAQ |