Form 8-K - Current report

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) January 14, 2025

LEXARIA BIOSCIENCE CORP.
(Exact name of registrant as specified in its charter)

Nevada

000-39874

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

___________________________________________________

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

Warrants to Purchase Common Stock

LEXX

LEXXW

The Nasdaq Capital Market

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 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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On January 14, 2025 at 1:00 p.m. (Pacific Time), the Company held its annual and special shareholder meeting (the “Meeting”). There were 9,761,279 shares of the Company represented in person or by proxy at the Meeting, constituting 55.93% of the Company’s issued share capital as at November 18, 2024, being the record date of the Meeting. The matters voted upon at the Meeting and the final voting results are set forth below:

Matter Being Voted On	For		Against/ Withheld		Abstain		Broker Non-Vote		Percent Approved By¹
To Elect Chris Bunka as a director		5,168,004		608,879		-		3,984,396		89	%
To Elect John Docherty as a director		5,635,178		141,705		-		3,984,396		98	%
To Elect Nicholas Baxter as a director		3,600,923		2,177,149		-		3,983,207		62	%
To Elect Ted McKechnie as a director		3,100,882		2,677,190		-		3,983,207		54	%
To Elect Albert Reese Jr. as a director		5,208,406		569,666		-		3,983,207		90	%
To Elect Richard Christopher as a director		5,682,948		95,124		-		3,983,207		98	%
To Elect Bal Bhullar as a director		5,679,731		98,341		-		3,983,207		98	%
To Appoint Malone Bailey LLP as Auditors		9,544,943		192,543		27,793		-		98	%
To Approve Executive Compensation		5,580,530		150,814		46,727		3,983,208		97	%
To Approve Executive Compensation Annually²		1,828,002		-		119,054		3,983,207		32	%
To Approve Executive Compensation every two years		45,224		-		119,054		3,983,207		1	%
To Approve Executive Compensation every three years		3,785,792		-		119,054		3,983,207		66	%
To Approve the Warrant Exercise Proposal		4,024,010		1,663,342		90,719		3,983,208		70	%
To Ratify the lawful actions of the directors for the past year		5,268,595		412,730		96,747		3,983,207		91	%

¹ Percentage is calculated based on abstained votes and broker non-votes not being counted as a vote against the resolution.

² The timing for the approval of the executive compensation was issued as one proposal, accordingly the number of votes abstaining and representing broker non-votes for each frequency option are not cumulative.

All of the proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on November 27, 2024.

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/ Richard Christopher
Richard Christopher
CEO, Principal Executive Officer

Date: January 15, 2025

Cover	Jan. 14, 2025
Document Information Line Items
Entity Registrant Name	LEXARIA BIOSCIENCE CORP.
Entity Central Index Key	0001348362
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jan. 14, 2025
Entity File Number	000-39874
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	20-2000871
Entity Address Address Line 1	100 – 740 McCurdy Road
Entity Address City Or Town	Kelowna
Entity Address State Or Province	BC
Entity Address Postal Zip Code	V1X 2P7
City Area Code	250
Local Phone Number	765-6424
Entity Address Country	CA
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Common Stock [Member]
Document Information Line Items
Security 12b Title	Common Stock, par value $0.001 per share
Trading Symbol	LEXX
Security Exchange Name	NASDAQ
Warrants [Member]
Document Information Line Items
Security 12b Title	Warrants to Purchase Common Stock
Trading Symbol	LEXXW
Security Exchange Name	NASDAQ