Lexaria Bioscience Corp.

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

The risks associated with our business, common stock and other factors are those described below and in our Form 10-K for the year ended August 31, 2025, as filed with the SEC on November 28, 2025.

In the event that we fail to satisfy any of the listing requirements of the Nasdaq Capital Market, our common stock may be delisted, which could affect our market price and liquidity.

Our common stock is listed on the Nasdaq Capital Market. For continued listing on the Nasdaq Capital Market, we will be required to comply with the continued listing requirements, including the minimum market capitalization standard, the corporate governance requirements and the minimum closing bid price requirement, among other requirements. On February 4, 2026, we received a deficiency letter from the Nasdaq Listings Qualifications Department notifying us that, for the last 30 consecutive business days, the bid price for our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market. We have been provided with a 180-day compliance period or until August 3, 2026, in which to regain compliance, which could potentially be extended by Nasdaq for an additional 180 days so long as we are otherwise in compliance with all listing requirements. If we do not achieve compliance with the minimum bid rule by August 3, 2026, we intend to request an additional 180-day compliance period from Nasdaq. As we are currently in compliance with all other listing requirements, we expect to receive the additional 180-day compliance period, during which time we will determine what actions, if any, are needed to regain compliance with the minimum bid price requirement. Such actions may include effecting a reverse stock split if we are unable to regain compliance with the minimum bid price requirement. Even if a reverse stock split is effected, there can be no assurance that we will maintain compliance with the minimum bid price requirement, or that we will continue to be in compliance with the other continued listing requirements of the Nasdaq Capital Market.

In the event that we fail to regain compliance with the minimum bid price requirement, we fail to obtain a second compliance period from Nasdaq, or we fail to satisfy any of the other listing requirements of the Nasdaq Capital Market, our common stock may be delisted. If our securities are delisted from trading on the Nasdaq Capital Market, and we are not able to list our securities on another exchange, our securities could be quoted on the OTC Bulletin Board or on the “pink sheets.” As a result, we could face significant adverse consequences including: