2023 Special Meeting
Dear Shareholder:
As disclosed in our Form 8-K periodic report filed on June 23, 2023, Lexaria has received a Notice of Default from the Nasdaq Listing Notifications due to a failure of Lexaria to maintain a minimum closing price of $1.00 for over 30 consecutive days. Since the date of filing the Preliminary Schedule 14A, the Company’s stock has maintained a closing price above $1.00, but as of today’s date, Nasdaq has not confirmed that the Company has cured the noted default. As our closing price continues to hover at or just slightly above $1.00, in order to be proactive to ensure that our common stock remains listed on the Nasdaq Capital Market and/or to encourage further investment in the Company so that it can proceed with its research programs, the Company is seeking shareholder approval to a reverse stock split of the Company’s issued and outstanding common stock, but not of its authorized share capital, on the basis of a ratio range from 1-for-2 to 1-for-12, to be determined, at the discretion of the board of directors, or to not be effected at all as determined by the board of directors. It should be noted that even if the shareholders approve and the Company effects a reverse stock split, there is no guarantee that the Company will be able to maintain the compliance requirements of the Nasdaq Capital Market if it again falls into default. If approved, the reverse stock split would be effected by no later than May 31, 2024.
This special meeting will be held at our head office located at 100 – 740 McCurdy Road, Kelowna, BC V1X 2P7 and we will be conducting the meeting as an Event Conferencing meeting. We strongly recommend that you vote by proxy (pursuant to the instructions contained in your proxy form) or attend our 2023 special shareholder meeting on Tuesday, October 10, 2023 by way of joining our Event Conferencing session via the following number: for Toronto residents (416) 764-8658 or toll-free at 1-888-886-7786. If you join the special meeting in person via Event Conferencing, you will be provided with an opportunity to vote on the proposals contained in the attached proxy circular. The proxy materials are first being made available to our shareholders on or about August 23, 2023. The meeting will begin promptly at 1:00 p.m. PT.
In order to facilitate clear communications, all Event Conferencing participants will be placed in lecture mode and will have their microphones muted. We welcome questions and encourage you to email any questions that you may have regarding the proposals to the Company in advance of the meeting. Please provide your questions to our Head of Legal, Vanessa Carle at vcarle@lexariabioscience.com as we will only have time to answer questions on proposals that are submitted in advance and a maximum of two (2) questions per proposal during the Meeting. When we come to each proposal that requires a vote, we will have the moderator provide instructions on the process for asking questions for the purposes of discussion on the proposal. Once the questions have been responded to, the moderator will provide instructions on the method of voting on the proposal. To note, only shareholders who are registered shareholders or are appointed proxyholders for registered shareholders, will have their vote recorded.
In addition to the matters described in the Notice of Special Meeting of Shareholders and the Proxy Statement, we will be conducting a question and answer session after the termination of the meeting (the “Q & A Session”). The Q & A Session will entail the Chief Executive Officer answering questions that were submitted in advance of the Meeting; it should be noted that no new questions will be taken from the Event Conferencing attendees during the Q & A session. We strongly desire the opportunity to address any questions that you might have so in order to ensure that we are able to address as many general questions as possible, we encourage you to forward your questions in advance of the meeting by emailing our Head of Legal, Vanessa Carle at vcarle@lexariabioscience.com who will then ensure that they are answered at the end of the meeting.
The team at Lexaria is excited about our advancements in our DehydraTECH technology and strongly believes that the proposal it is seeking shareholder approval for, will provide Lexaria with the flexibility to ensure that it is able to continue to build value for its shareholders and advance the Company’s goals.
Sincerely,
Christopher Bunka
Chief Executive Officer & Chairman
DF