8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) April 15, 2019

LEXARIA BIOSCIENCE CORP.

(Exact name of registrant as specified in its charter)

Nevada	000-52138	20-2000871
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

100 – 740 McCurdy Road, Kelowna, BC Canada	V1X 2P7
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (250) 765-6424

N/A

(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:

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

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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  o

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.  o

Item 8.01 Other Events 

On April 15, 2019 Lexaria Bioscience Corp. (“Lexaria”) retained Oak Hill Financial Inc. (“Oak Hill”) to provide investor relations services in compliance with regulatory guidelines. Oak Hill is a Toronto-based firm that was first established in 2014 and provides a variety of services, including capital market services and investor relations services. Oak Hill is independent of Lexaria and does not hold any interest, directly or indirectly in Lexaria. The engagement of Oak Hill is for a term of one month which is automatically renewed unless terminated by either party. It is anticipated that Oak Hill will assist Lexaria with developing its Canadian capital markets strategy and introducing Lexaria to prospective investors, institutional funds, IIROC Investment Advisors and other high net worth individuals. Lexaria will compensate Oak Hill CDN$8,500 monthly for the provision of its services.

On April 24, 2019 Lexaria announced that they have received the annual Territory License Fee that was payable upon the execution of the Definitive Agreement with a private California-based Company, dated March 20, 2019, to license Lexaria’s DehydraTECH^TM, on a semi-exclusive basis, for a term of five (5) years, to produce a line of cannabis-infused alcohol-free beverages for distribution in the States of California and Nevada, following regulatory approval.

On April 25, 2019 Lexaria announced that it has expanded its Scientific Advisory Board to include the following members:

· Dr. Dwayne Godwin, the Dean of the Graduate School and Professor in the Departments of Neurobiology and Anatomy and the Institute for Regenerative Medicine at Wake Forest University;

· Dr. Terry D. Blumenthal, a Professor of Psychology and Neuroscience at Wake Forest University;

· Dr. Matthew Fraser, an Associate Professor and Director of Basic Science Research in the Department of Surgery, Division of Urology at Duke University Medical Center

· Dr. Carla Lema Tome, an Adjunct Assistant Professor of Neurobiology and Anatomy at Wake Forest University School of Medicine

Item 9.01 Financial Statements and Exhibits

99.1	Press Release dated April 15, 2019
99.2	Press Release dated April 16, 2019
99.3	Press Release dated April 24, 2019
99.4	Press Release dated April 25, 2019

2

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.

/s/ Chris Bunka

Chris Bunka

CEO, Principal Executive Officer

Date: April 25, 2019

3

EX-99.1

EXHIBIT 99.1

Lexaria Bioscience Engages Oak Hill Financial Inc. to Provide Investor Relations Services

Kelowna, BC – April 15, 2019 – Lexaria Bioscience Corp. (CNSX: LXX) (OTCQB: LXRP) (“Lexaria” or the “Company”) announces it has retained Oak Hill Financial Inc. (“Oak Hill”) to provide investor relations services to the Company in compliance with regulatory guidelines.

Oak Hill is a Toronto-based firm that develops strategic platforms for its clients that are utilized to gain exposure and recognition in the capital markets. Oak Hill provides asset management, capital market and investor relations services. Its team has marketed corporate issuers ranging in market cap from $10M to $1B in a variety of different sectors to the Canadian retail brokerage channel, family offices and institutional networks. Oak Hill’s team has experience across equity capital markets, equity research, portfolio management, institutional equity sales, and traditional investor relations – resulting in tailored and highly collaborative solutions.

Oak Hill will work closely with Lexaria to develop and deploy a comprehensive capital markets strategy and campaign. Activities will include providing an investor relations program catering to retail investors, marketing services and an ongoing client services program.

About Lexaria

Lexaria Bioscience Corp. has developed and out-licenses its disruptive delivery technology that promotes healthier ingestion methods, lower overall dosing and higher effectiveness of lipophilic active molecules. Lexaria has multiple patents pending in over 40 countries around the world and has patents granted in the USA and in Australia for utilization of its DehydraTECH™ delivery technology. Lexaria’s technology provides increases in intestinal absorption rates; more rapid delivery to the bloodstream; and important taste-masking benefits, for orally administered bioactive molecules including cannabinoids, vitamins, non-steroidal anti-inflammatory drugs (NSAIDs),nicotine and other molecules.

www.lexariabioscience.com

   For regular updates, connect with Lexaria on Twitter http://twitter.com/lexariacorp

   and on Facebook http://www.facebook.com/lexariabioscience/

FOR FURTHER INFORMATION PLEASE CONTACT:

Lexaria Bioscience Corp.

Alex Blanchard, Communications Manager

(250)765-6424 Ext 202

Or

NetworkNewsWire (NNW)

www.NetworkNewsWire.com

FORWARD-LOOKING STATEMENTS

This release includes forward-looking statements. Statements which are not historical facts are forward-looking statements. The Company makes forward-looking public statements concerning its expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, including statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions are forward-looking statements, including but not limited to: that any additional stock warrants or stock options will be exercised. 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 other factors will not affect the accuracy of such 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, managing and maintaining growth, the effect of adverse publicity, litigation, competition, the patent application and approval process and other factors which may be identified from time to time in the Company's public announcements and filings. There is no assurance that existing capital is sufficient for the Company's needs or that it will be able to raise additional capital. There is no assurance that Lexaria will successfully complete any other contemplated or existing technology license agreements; or that results from any studies will be favorable or in any way support future business activities of any kind. Scientific R&D is often unpredictable and unanticipated results could emerge from any study and have a material impact. There is no assurance that any planned corporate activity, scientific study, R&D, business venture, or initiative will be pursued, or if pursued, will be successful. 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). TurboCBD^TM, DehydraTECH^TM technology and ViPova^TM products are not intended to diagnose, treat, cure or prevent any disease.

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

EX-99.2

EXHIBIT 99.2

Lexaria Bioscience Announces Further Details On Oak Hill Financial Inc. Engagement

Kelowna, British Columbia – April 16, 2019 – Lexaria Bioscience Corp. (OTCQX: LXRP) (CSE: LXX) (the “Company” or “Lexaria”), a drug delivery platform innovator, advises that in connection with yesterday’s announcement regarding the engagement by Lexaria of Oak Hill Financial Inc. (“Oak Hill”), the agreement with Oak Hill has a one month term that is automatically renewed, subject to termination by either party, upon five business days notice. The monthly compensation payable to Oak Hill is $8,500.

About Lexaria

Lexaria Bioscience Corp. has developed and out-licenses its disruptive delivery technology that promotes healthier ingestion methods, lower overall dosing and higher effectiveness of lipophilic active molecules. Lexaria has multiple patents pending in over 40 countries around the world and has patents granted in the USA and in Australia for utilization of its DehydraTECH™ delivery technology. Lexaria’s technology provides increases in intestinal absorption rates; more rapid delivery to the bloodstream; and important taste-masking benefits, for orally administered bioactive molecules including cannabinoids, vitamins, non-steroidal anti-inflammatory drugs (NSAIDs),nicotine and other molecules.

www.lexariabioscience.com

   For regular updates, connect with Lexaria on Twitter http://twitter.com/lexariacorp

   and on Facebook http://www.facebook.com/lexariabioscience/

FOR FURTHER INFORMATION PLEASE CONTACT:

Lexaria Bioscience Corp.

Alex Blanchard, Communications Manager

(250)765-6424 Ext 202

Or

NetworkNewsWire (NNW)

www.NetworkNewsWire.com

FORWARD-LOOKING STATEMENTS

This release includes forward-looking statements. Statements which are not historical facts are forward-looking statements. The Company makes forward-looking public statements concerning its expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, including statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,” and other similar expressions are forward-looking statements, including but not limited to: that any additional stock warrants or stock options will be exercised. 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 other factors will not affect the accuracy of such 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, managing and maintaining growth, the effect of adverse publicity, litigation, competition, the patent application and approval process and other factors which may be identified from time to time in the Company’s public announcements and filings. There is no assurance that existing capital is sufficient for the Company’s needs or that it will be able to raise additional capital. There is no assurance that Lexaria will successfully complete any other contemplated or existing technology license agreements; or that results from any studies will be favorable or in any way support future business activities of any kind. Scientific R&D is often unpredictable and unanticipated results could emerge from any study and have a material impact. There is no assurance that any planned corporate activity, scientific study, R&D, business venture, or initiative will be pursued, or if pursued, will be successful. 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). TurboCBD^TM, DehydraTECH^TM technology and ViPova^TM products are not intended to diagnose, treat, cure or prevent any disease.

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

EX-99.3

EXHIBIT 99.3

Lexaria Bioscience Announces Beverage License Agreement with California-Based Cannabis Company

Kelowna, British Columbia – April 24, 2019 – Lexaria Bioscience Corp. (OTCQX: LXRP) (CSE: LXX) (the “Company” or “Lexaria”), a drug delivery platform innovator, announces that it has entered a definitive 5-year agreement, via its subsidiary Lexaria CanPharm ULC, to provide Lexaria’s patented DehydraTECH^TM technology to a private California-based cannabis company for its utilization in certain cannabis-based beverages to be produced and sold in the states of California and Nevada.

Financial terms of the agreement are not being disclosed. The DehydraTECH-enabled beverages are protected under Lexaria’s many existing US-granted patents and may include any combination of ready-to-drink beverages such as non-alcoholic beers, wines and spirits; cold or hot coffee or teas, sports drinks and much more.

Lexaria has developed methods of combining nano-emulsion technology with its proprietary DehydraTECH processes to create beverages with market-leading aesthetic and performance characteristics. Lexaria is currently experiencing unprecedented demand in several North American markets for use of its technology for beverage applications.

About Lexaria

Lexaria Bioscience Corp. has developed and out-licenses its disruptive delivery technology that promotes healthier ingestion methods, lower overall dosing and higher effectiveness of lipophilic active molecules. Lexaria has multiple patents pending in over 40 countries around the world and has patents granted in the USA and in Australia for utilization of its DehydraTECH™ delivery technology. Lexaria’s technology provides increases in intestinal absorption rates; more rapid delivery to the bloodstream; and important taste-masking benefits, for orally administered bioactive molecules including cannabinoids, vitamins, non-steroidal anti-inflammatory drugs (NSAIDs),nicotine and other molecules.

www.lexariabioscience.com

   For regular updates, connect with Lexaria on Twitter http://twitter.com/lexariacorp

   and on Facebook http://www.facebook.com/lexariabioscience/

FOR FURTHER INFORMATION PLEASE CONTACT:

Lexaria Bioscience Corp.

Alex Blanchard, Communications Manager

(250)765-6424 Ext 202

Or

NetworkNewsWire (NNW)

www.NetworkNewsWire.com

FORWARD-LOOKING STATEMENTS

This release includes forward-looking statements. Statements which are not historical facts are forward-looking statements. The Company makes forward-looking public statements concerning its expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, including statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,” and other similar expressions are forward-looking statements, including but not limited to: that any additional stock warrants or stock options will be exercised. 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 other factors will not affect the accuracy of such 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, managing and maintaining growth, the effect of adverse publicity, litigation, competition, the patent application and approval process and other factors which may be identified from time to time in the Company’s public announcements and filings. There is no assurance that existing capital is sufficient for the Company’s needs or that it will be able to raise additional capital. There is no assurance that Lexaria will successfully complete any other contemplated or existing technology license agreements; or that results from any studies will be favorable or in any way support future business activities of any kind. Scientific R&D is often unpredictable and unanticipated results could emerge from any study and have a material impact. There is no assurance that any planned corporate activity, scientific study, R&D, business venture, or initiative will be pursued, or if pursued, will be successful. 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). TurboCBD^TM, DehydraTECH^TM technology and ViPova^TM products are not intended to diagnose, treat, cure or prevent any disease.

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

EX-99.4

EXHIBIT 99.4

Lexaria Bioscience Expands Advisory Board

Kelowna, British Columbia – April 25, 2019 – Lexaria Bioscience Corp. (OTCQX: LXRP) (CSE: LXX) (the “Company” or “Lexaria”), a drug delivery platform innovator, is pleased to announce new appointments to its Scientific Advisory Board, each of whom will contribute advice and recommendations and support related to the Company’s scientific research and product development. Lexaria is honored to have the opportunity of working with each of them.

Dr. Dwayne Godwin is Dean of the Graduate School and Professor in the Departments of Neurobiology and Anatomy and the Institute for Regenerative Medicine at Wake Forest University. He is a neuroscientist with extensive experience in studies of synaptic pharmacology of the brain and translational interests in the physiological basis and neuroimaging of brain injury, alcohol abuse, epilepsy and seizure, Alzheimer’s and PTSD. Dr. Godwin also has experience creating, developing and administering programs at the interface between science, technology, and business, and experience consulting with the pharmaceutical industry on preclinical drug development. He earned his PhD in Behavioural Neuroscience from the University of Alabama, and completed a Postdoctoral Fellowship at the State University of New York – Stony Brook.

Dr. Terry D. Blumenthal is Professor, Psychology and Neuroscience, at Wake Forest University, and is past president of the Society for Psychophysiological Research. His research interests include psychophysiology, research design and methodology, PTSD, information processing, schizophrenia, and developmental neuroscience. Dr. Blumenthal has over 115 publications and has delivered over 200 formal presentations at prestigious events held around the world. He earned both his PhD and MS degrees in Psychology from the University of Florida, and his BSc from the University of Alberta.

Dr. Matthew Fraser is Associate Professor and Director of Basic Science Research in the Department of Surgery, Division of Urology, at Duke University Medical Center. Dr. Fraser has extensive experience in urological and gastrointestinal neuroscience preclinical research, development of research models and methods, experimental design, and early clinical development in both academic and industry settings. He earned his PhD in Physiology/Neuroscience from the University of Pittsburgh School of Medicine.

Dr. Carla Lema Tome is an industry consultant an Adjunct Assistant Professor of Neurobiology and Anatomy at Wake Forest University School of Medicine. She is widely published on topics including but not limited to cellular and molecular neuroscience, inflammation, neurodegeneration, and cancer biology. She has extensive experience in global medical and commercial strategy consulting with emphasis on integrated clinical development, asset and portfolio strategy, launch planning payer research and payer value communications. Her work supporting bioscience projects with high market potential includes development of forecast and valuation models, conducting strategic analyses of the competitive and market access environment, and developing integrated plans and innovative strategies to maximize asset value. Dr. Lema Tome earned her PhD in Neurobiology and Anatomy and her MBA from Wake Forest University. She also earned an MS in Biological Sciences, Marine Biology, from the Florida Institute of Technology.

“Lexaria Bioscience Corp. is very pleased to welcome these accomplished experts to our Advisory Board, who can provide critical scientific guidance to Lexaria’s ongoing and future R&D programs,” said Chris Bunka, Chief Executive Officer of Lexaria Bioscience Corp. “Lexaria is building towards becoming one of the world’s leaders in drug delivery technology and our most recent Advisors can assist in achieving that goal.”

About Lexaria

Lexaria Bioscience Corp. has developed and out-licenses its disruptive delivery technology that promotes healthier ingestion methods, lower overall dosing and higher effectiveness of lipophilic active molecules. Lexaria has multiple patents pending in over 40 countries around the world and has patents granted in the USA and in Australia for utilization of its DehydraTECH™ delivery technology. Lexaria’s technology provides increases in intestinal absorption rates; more rapid delivery to the bloodstream; and important taste-masking benefits, for orally administered bioactive molecules including cannabinoids, vitamins, non-steroidal anti-inflammatory drugs (NSAIDs),nicotine and other molecules.

www.lexariabioscience.com

   For regular updates, connect with Lexaria on Twitter http://twitter.com/lexariacorp

   and on Facebook http://www.facebook.com/lexariabioscience/

FOR FURTHER INFORMATION PLEASE CONTACT:

Lexaria Bioscience Corp.

Alex Blanchard, Communications Manager

(250)765-6424 Ext 202

Or

NetworkNewsWire (NNW)

www.NetworkNewsWire.com

FORWARD-LOOKING STATEMENTS

This release includes forward-looking statements. Statements which are not historical facts are forward-looking statements. The Company makes forward-looking public statements concerning its expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, including statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,” and other similar expressions are forward-looking statements, including but not limited to: that any additional stock warrants or stock options will be exercised. 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 other factors will not affect the accuracy of such 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, managing and maintaining growth, the effect of adverse publicity, litigation, competition, the patent application and approval process and other factors which may be identified from time to time in the Company’s public announcements and filings. There is no assurance that existing capital is sufficient for the Company’s needs or that it will be able to raise additional capital. There is no assurance that Lexaria will successfully complete any other contemplated or existing technology license agreements; or that results from any studies will be favorable or in any way support future business activities of any kind. Scientific R&D is often unpredictable and unanticipated results could emerge from any study and have a material impact. There is no assurance that any planned corporate activity, scientific study, R&D, business venture, or initiative will be pursued, or if pursued, will be successful. 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). TurboCBD^TM, DehydraTECH^TM technology and ViPova^TM products are not intended to diagnose, treat, cure or prevent any disease.

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.