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 28, 2021

 

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

 

_______________________________________________

(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

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 5.02 Departure of Directors or Certain Officers 

 

Brian Quigley, an independent director of Lexaria Bioscience Corp. (the “Company”), advised the Board of Directors of the Company (the “Board”) that he would not be standing for re-election at the Company’s next annual shareholder meeting. Accordingly, at the annual meeting of shareholders, held on June 28, 2021 (the “Meeting”), Mr. Quigley was not presented as a director nominee and was not re-elected to the Board.

 

Item 5.07 Submission of Matters to a Vote of Security Holders 

 

On June 28, 2021 at 1:00 p.m. (Pacific Time), the Company held the Meeting. There were 2,735,413 shares of the Company represented in person or by proxy at the meeting, constituting 53.6% of the Company’s issued share capital as at May 3, 2021, 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

Abstain

Broker Non-Vote

Percent

Approved By1

To Elect Chris Bunka as a director

1,389,144

30,938

7,703

1,307,628

97.2%

To Elect John Docherty as a director

1,175,573

245,394

6,818

1,307,628

82.3%

To Elect Nicholas Baxter as a director

1,171,626

249,276

6,883

1,307,628

82.1%

To Elect Ted McKechnie as a director

1,394,635

26,310

6,840

1,307,628

97.7%

To Elect Albert Reese Jr. as a director

1,393,765

27,167

6,853

1,307,628

97.6%

To Appoint Davidson & Company LLP as Auditors

2,713,114

17,792

4,504

0

99.2%

To Approve an amendment to the Company’s Equity Incentive Plan for the issuance of an additional 249,143 common shares

975,355

442,816

9,614

1,307,628

68.3%

To Ratify the lawful actions of the directors for the past year

1,225,531

55,303

146,951

1,307,628

85.8%

 

1 Percentage is calculated based on abstained votes being counted as a vote against the resolution.

 

All of the proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on May 14, 2021.

 

 

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: June 30, 2021

 

 

 

3