Lexaria Bioscience Corp
For the period ended Oct 14, 2024. Filed Oct 16, 2024.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Oct 14, 2024 · Filed Oct 16, 2024
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Contents
Cautionary Statement Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions, which can be identified by terminology such as “may,” “will,” “expects,” “anticipates,” “aims,” “potential,” “future,” “intends,” “plans,” “believes,” “estimates,” “continue,” “likely to” and other similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are not historical facts and are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by its management, including, without limitation, the intended use of proceeds upon consummation of the Offering and receipt of stockholder approval. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, many of which are beyond the Company’s control, including, among other things, the Company’s ability to maintain its listing of Common Stock on the Nasdaq Capital Market, and those risks that may be included in the periodic reports and other filings that the Company files from time to time with the SEC, which may cause the Company’s actual results, performance and achievements to differ materially from those contained in any forward-looking statement. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required by applicable law.
Item 8.01. Other Events.
On October 15, 2024, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01 of this Form 8-K.
On October 16, 2024, the Company issued a press release announcing the closing of the Offering, a copy of which is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01 of this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 1.1 | Engagement Agreement by and between the Company and H.C. Wainwright & Co., LLC, dated September 4, 2024 |
| 4.1 | Form of Private Placement Warrant |
| 4.2 | Form of Placement Agent Warrant |
| 5.1 | Opinion of Sichenzia Ross Ference Carmel LLP |
| 10.1 | Form of Securities Purchase Agreement |
| 23.1 | Consent of Sichenzia Ross Ference Carmel LLP (Contained in Exhibit 5.1 above) |
| 99.1 | Press Release, dated October 15, 2024 |
| 99.2 | Press Release, dated October 16, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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