Lexaria Bioscience: Stock Distribution Agreement – Form 8-K

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lxrp_8k.htm

UNITED STATES

SAFETY AND EXCHANGES COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Report date (date of first reported event) August 12, 2022

LEXARIA BIOSCIENCE CORP.

(Exact name of the declarant as specified in its charter)

Nevada

000-52138

20-2000871

(State or other jurisdiction

of incorporation)

(Commission

File number)

(IRS Employer

ID number.)

100 – 740 McCurdy Road, Kelowna, BCCanada

V1X 2P7

(Address of main executive offices)

(Postal code)

Holder’s phone number, including area code (250) 765-6424

(Former name or address, if changed since last report.)

Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the filer’s filing obligation under any of the following provisions:

Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)

Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)

Pre-opening communications pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))

Pre-opening communications pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trade

Symbol(s)

Name of each exchange listed on

Common shares, par value $0.001 per share

Common stock purchase warrants

LEXX

LEXXW

The Nasdaq Capital Market

The Nasdaq Capital Market

Indicate with a check mark whether the registrant is an emerging growth company within the meaning of 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 growing business ☐

If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the Section 13(a) of the Exchange Act. ☐

Item 1.0Conclusion of a significant definitive agreement

On August 12, 2022, Lexaria Bioscience Corp. (the “Company”) has entered into a stock distribution agreement (the “Agreement”) with Maxim Group LLC (the “Distribution Agent”) pursuant to which the Company may offer and sell, at any time at any time through the Distribution Agent, in its sole discretion, shares of its common stock, with a par value of $0.001 per share (the “Common Stock”), having an aggregate offering price of up to reach $5,925,000. The issuance and sale, if any, of common stock by the Company pursuant to the Agreement will be pursuant to the Company’s registration statement on Form S-3 (File No. 333-262402) filed with the Securities and Exchange Commission (the “SEC”) and declared effective on February 4, 2022 (the “Registration Statement”), the prospectus supplement relating to the offering filed with the SEC on August 12, 2022, and any applicable supplemental prospectus supplement relating to the offering that forms part of the Registration Statement.

Subject to the terms and conditions of the Agreement, the Distribution Agent may sell the Common Shares by any method permitted by law as a “market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended. The Distribution Agent will use commercially reasonable efforts within its normal business and sales practices to sell the Common Shares from time to time based on the Company’s instructions (including price, time or size or other customary parameters or conditions that the company may impose). The Company will pay the Distribution Agent a commission of up to three percent (3%) of the gross proceeds from the sale of any Common Shares sold through the Distribution Agent under the Agreement, and has also provided the Distribution Agent with certain indemnification rights. The Company will also reimburse the Distribution Agent for certain specified expenses in connection with entering into the Agreement. The Agreement contains customary representations and warranties and the terms of sale of the Ordinary Shares thereunder.

Under the terms of the Agreement, in no event will the Company issue or sell through the Distribution Agent a number or dollar amount of Ordinary Shares which (i) exceeds the number or amount in dollars of Common Shares registered and available on the Registration Statement, (ii) exceed the number of common shares authorized but not issued, (iii) exceed the number or dollar amount of common shares authorized to be sold in under Form S-3 (including Companion Instruction IB6 therein, if any), or (iv) exceed the number or dollar amount of Common Shares for which the Company has filed a Prospectus Supplement to the registration statement.

The Company is not obligated to effect sales of Ordinary Shares under the Agreement. The offering of Common Stock under the Agreement will terminate upon the earlier of (i) the sale of all Common Stock subject to the Agreement or (ii) the termination of the Agreement in accordance with its terms.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Schedule 1.1 to this Current Report on Form 8- K and is incorporated herein by reference. .

This current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, and there will be no offer, solicitation or sale of the securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

The opinion of Sichenzia Ross Ference LLP, the legal adviser to the Company, regarding the validity of the Shares is filed as Schedule 5.1 hereto. This opinion is also filed by reference to the Registration Statement and is hereby incorporated by reference thereto.

Item 9.01 Financial statements and supporting documents

(d) Exhibits

The following exhibits are filed with this current report on Form 8-K:

Exposure

Number

The description

1.1

Share distribution agreement, dated August 12, 2022

5.1

Reviews of Sichenzia Ross Ference LLP

23.1

Consent of Sichenzia Ross Ference LLP (included in Exhibit 5.1)

SIGNATURE

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 duly authorized undersigned.

BIOSCIENCE LEXARIA CORP.

/s/ Chris Bunka

Chris Bunka

CEO, Senior Managing Director

Date: August 12, 2022

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