UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No.1
(Mark One) | |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended August 31, 2022
or
☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from [____] to [____]
Commission file number 000-52138
LEXARIA BIOSCIENCE CORP. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 20-2000871 |
State or other jurisdiction of incorporation or organization |
| (I.R.S. Employer Identification No.) |
|
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#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
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Name of Each Exchange On Which Registered |
N/A |
| N/A |
Securities registered pursuant to Section 12(g) of the Act:
Title of Class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, Par Value $0.001 | LEXX | Nasdaq |
Warrants | LEXXW | Nasdaq |
Indicate by check mark if the registered is a well-known seasonal issuer, as defined in Rule 405 the Securities Act Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
|
| Emerging growth company | ☐ |
If an emerging growth company, indicate by a 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 ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of February 28, 2022, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $21 million, based on the average of the closing price of the registrant’s shares of common stock on February 28, 2022.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
5,950,998 common shares as of November 25, 2022.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Amendment on Form 10-K/A (the “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended August 31, 2022, which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 28, 2022 (the “Original Report”). This Amendment is being filed solely to amend Part IV – Item 15. Exhibits and Financial Statement Schedules to the Original Report to correct omissions in the exhibit index which are now included herein as material contracts filed as Exhibit 10.6 and 10.7 and to provide updates to the following Exhibits: 23.1, 31.1 and 31.2. This Form 10-K/A does not reflect events occurring after the filing of the Original Report, or modify or update disclosures therein.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
a) Financial Statements
| 1) | Financial statements for our Company are listed in the index under Item 8 of this document. |
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| 2) | All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. |
b) Exhibits
*Incorporated by reference to same exhibit filed with the Company’s Registration Statement on Form SB-2 filed March 1, 2006.
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LEXARIA BIOSCIENCE CORP. | ||
By: | /s/Christopher Bunka | |
| Christopher Bunka | |
Chair and Chief Executive Officer | ||
Date: December 6, 2022 |
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In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ Christopher Bunka |
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Christopher Bunka
Chief Executive Officer, Chairman and Director
(Principal Executive Officer)
Date: December 6, 2022
By: | /s/ John Docherty |
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John Docherty
President and Director
Date: December 6, 2022
By: | /s/ Gregory Downey |
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Gregory Downey CPA, CMA
Chief Financial Officer
(Principal Financial Officer)
Date: December 6, 2022
By: | /s/Ted McKechnie |
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Ted McKechnie
Director
Date: December 6, 2022
By: | /s/Nicholas Baxter |
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Nicholas Baxter
Director
Date: December 6, 2022
By: | /s/Albert Reese Jr. |
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Albert Reese Jr.
Director
Date: December 6, 2022
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