Lexaria Bioscience : Private Placement - Form 8-K

Item 1.01

Entry into a Material Definitive Agreement.

Warrant Exercise Agreement

On April 30, 2024, Lexaria Bioscience Corp. (the "Company") entered into a warrant exercise agreement (the "Warrant Exercise Agreement") with an existing accredited investor (the "Investor") to exercise in full an outstanding Common Stock Purchase Warrant (the "Exercise") to purchase up to an aggregate of 2,917,032 shares of the Company's common stock (the "Existing Warrant"). In consideration for the immediate and full exercise of the Existing Warrant for cash, the Investor received a new unregistered Common Stock Purchase Warrant to purchase up to an aggregate of 2,917,032 shares of the Company's common stock (the "New Warrant") in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933 (the "Securities Act"). The New Warrant was issued to the Investor for consideration of $0.125 per share for aggregate gross proceeds of $364,629.

The New Warrant will become exercisable commencing at any time on or after April 30, 2024 (the "Exercise Date"), with an expiration date of February 16, 2029, with an exercise price per share equal to $4.75. The Company agreed to file a resale registration statement on Form S-1 or Form S-3, if eligible, within 60 days with respect to the New Warrant and the shares of common stock issuable upon exercise of the New Warrant. The New Warrant includes beneficial ownership restrictions that prevent the Investor from owning more than 9.99% of the Company's outstanding common stock at any time.

The gross proceeds to the Company from the Exercise are expected to be approximately $4.7 million, prior to deducting estimated offering expenses.

The foregoing descriptions of the Warrant Exercise Agreement and the New Warrant are not complete and are qualified in their entirety by reference to the full text of the form of Warrant Exercise Agreement and the form of the New Warrant, copies of which are attached hereto as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

In connection with this transaction, the Company is required to compensate H.C. Wainwright & Co., LLC, pursuant to a tail provision contained in an engagement letter entered into on February 14, 2024, in an amount equal to 6.0% of the gross proceeds received from the Existing Warrant exercises and issuance of the New Warrant and the issuance of 102,097 warrants of the Company at an exercise price of $5.9375.