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): June 29, 2020
| LEXARIA BIOSCIENCE CORP. |
| (Exact name of registrant as specified in charter) |
| Nevada |
| 000-52138 |
| 20-2000871 |
| (State or other jurisdiction |
| (Commission |
| (IRS Employer |
| of incorporation) |
| File Number) |
| Identification No.) |
100 – 740 McCurdy Road, Kelowna, BC Canada V1X 2P7
(Address of principal executive offices) (Zip Code)
(250) 765-6424
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | 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:
| Title of each class |
| Ticker symbol(s) |
| Name of each exchange on which registered |
| N/A |
| N/A |
| N/A |
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 mart 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 3.02 Unregistered Sales of Equity Securities.
On June 29, 2020 the Board of Directors Lexaria Bioscience Corp. (the “Company”) approved the issuance of 347,222 common shares (“Shares”) to IRTH Communications, LLC (“IRTH”) bearing a deemed aggregate value of $100,000 or $0.288 per Share. The Shares were issued to IRTH as partial compensation for investor relations services to be provided to the Company. The Shares were not registered pursuant to any registration statement or prospectus filed by the Company and accordingly, are restricted securities pursuant to US and Canadian securities laws.
Item 7.01 Regulation FD Disclosure.
On June 29, 2020, the Company, entered into an investor relations agreement (the “IR Agreement”) with IRTH, a Nevada limited liability company located in the State of California as announced via news release on June 29, 2020.
IRTH has agreed to provide its investor relations services (the “Services”) to the Company for an initial term of one year which shall be automatically renewed unless terminated 30 days in advance of the expiration date of the initial term. As compensation for the Services, the Company has agreed to issue IRTH an aggregate 347,222 Shares having a deemed value of $0.288 per Share pursuant to the regulatory exemptions from prospectus and registration requirements as prescribed by US and Canadian securities laws. The Shares shall be restricted securities pursuant to both US and Canadian securities laws and will bear the required restrictive legends.
In connection with the issuance of the Shares, the Company was required to seek, and has now received, written consent and approval from those persons who were party to the Purchase Agreement, as filed with the Company’s Form 8-K filed on May 6, 2020, and who had purchased at least 50.1% of the Shares issued pursuant to such financing.
In addition, the Company has also agreed to pay IRTH a cash fee of $7,500 per month for the Services and may, at its sole discretion, engage IRTH to provide additional services at additional costs.
Item 9.01 Financial Statements And Exhibits.
| Exhibit No. |
| Description |
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| 2 |
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 undersigned hereunto duly authorized.
Date: June 30, 2020
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| LEXARIA BIOSCIENCE CORP. | |
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| By: | /s/ Chris Bunka |
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| Chris Bunka |
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| Chief Executive Officer |
| 3 |
EXHIBIT 99.1
Lexaria Bioscience Engages Investor Relations and Capital Markets Advisory Firm for its Shareholder Communications Program
KELOWNA, BC / June 29, 2020 / Lexaria Bioscience Corp. (OTCQX: LXRP) (CSE: LXX) (the "Company" or "Lexaria"), a global innovator in drug delivery platforms, announced it has retained IRTH Communications, LLC (“IRTH”) to provide investor relations and communications services to the Company in compliance with regulatory guidelines.
Lexaria looks forward to enhancing its general investor relations services and fulfillment of corporate materials to investors by increasing its interaction with investment professionals, including research analysts, stockbrokers, advisors, institutional funds and family offices.
IRTH is being engaged for an initial one-year contract and will receive US $7,500 per month and is being issued 347,222 restricted common shares of the Company at a deemed price of US$0.288 each, subject to certain approvals, for its base services with additional fees possible for additional services.
About Lexaria
Lexaria Bioscience Corp. is a global innovator in drug delivery platforms. Its patented DehydraTECH™ drug delivery technology changes the way Active Pharmaceutical Ingredients enter the bloodstream, promoting healthier ingestion methods, lower overall dosing, and higher effectiveness for lipophilic active molecules. DehydraTECH increases bio-absorption, reduces time of onset, and masks unwanted tastes for orally administered bioactive molecules, including cannabinoids, vitamins, non-steroidal anti-inflammatory drugs (NSAIDs), nicotine, and other molecules. Lexaria has licensed DehydraTECH to multiple companies in the cannabis industry for use in cannabinoid beverages, edibles and oral products and to a world-leading tobacco producer for the development of smokeless, oral-based nicotine products. Lexaria operates a licensed in-house research laboratory and holds a robust intellectual property portfolio with 16 patents granted and over 60 patents pending worldwide. For more information, please see www.lexariabioscience.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
Lexaria Bioscience Corp.
Chris Bunka, CEO
(250) 765-6424
Forward-Looking Statements
Statements in this release concerning Lexaria’s future expectations and plans, including, without limitation, the use of proceeds from the offering, financial needs of the Company and potential uplisting onto a national stock exchange may constitute forward-looking statements for the purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995 and other federal securities laws and are subject to substantial risks, uncertainties and assumptions. You should not place undue reliance on these forward-looking statements, which include words such as “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” or similar terms, variations of such terms or the negative of those terms. Although Lexaria believes that the expectations reflected in the forward-looking statements are reasonable, Lexaria cannot guarantee such outcomes. Lexaria may not realize its expectations, and its beliefs may not prove correct. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including, without limitation, market conditions and the factors described in the section entitled “Risk Factors” in Lexaria’s most recent Annual Report on Form 10-K and Lexaria’s other filings made with the SEC. All such statements speak only as of the date made. Consequently, forward-looking statements should be regarded solely as Lexaria’s current plans, estimates, and beliefs. Lexaria cannot guarantee future results, events, levels of activity, performance or achievements. Lexaria does not undertake, and specifically declines, any obligation to update, republish, or revise any forward-looking statements to reflect new information, future events or circumstances or to reflect the occurrences of unanticipated events, except as may be required by applicable law.
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
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