8-K
Lexaria Bioscience Corp. (LEXX)
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<br><br>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<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share<br><br>Warrants to Purchase Common Stock | LEXX<br><br>LEXXW | The Nasdaq Capital Market<br><br>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/<br><br>Withheld | Abstain | Broker Non-Vote | Percent<br><br>Approved By^1^ | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 Annually^2^ | 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.
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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/ Richard Christopher |
| Richard Christopher |
| CEO, Principal Executive Officer |
| Date: January 15, 2025 |
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