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) May 9, 2023

 

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 5.07 Submission of Matters to a Vote of Security Holders

 

On May 9, 2023 at 1:00 p.m. (Pacific Time), the Company held its annual shareholder meeting (the “Meeting”). There were 3,372,024 shares of the Company represented in person or by proxy at the Meeting, constituting 56.3% of the Company’s issued share capital as at March 13, 2023, 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

2,141,964

77,489

 

1,152,571

96.5%

To Elect John Docherty as a director

2,137,546

81,907

 

1,152,571

96.3%

To Elect Nicholas Baxter as a director

1,648,288

571,165

 

1,152,571

74.3%

To Elect Ted McKechnie as a director

2,123,869

95,584

 

1,152,571

95.7%

To Elect Albert Reese Jr. as a director

2,134,837

84,683

 

1,152,504

96.2%

To Elect Dr. Catherine Turkel as a director

2,165,426

54,027

 

1,152,571

97.6%

To Appoint Malone Bailey LLP as Auditors

3,249,199

105,067

17,758

 

96.4%

To Approve the Stock Option Repricing

1,529,271

677,686

12,429

1,152,638

68.9%

To Approve the Amendment to the Maxim Number of Shares Issuable pursuant to the Incentive Equity Plan

1,965,779

249,519

4,155

1,152,571

88.6%

To Approve the Addition of an Evergreen Formula to the Incentive Equity Plan

1,400,723

709,940

108,790

1,152,571

63.1%

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

2,005,926

156,382

57,145

1,152,571

90.4%

 

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 March 22, 2023.

 

 

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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: May 10, 2023

 

 

 

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