Lexaria Bioscience Corp 10-K/A, filed Dec 6, 2022
Lexaria Bioscience Corp. (LEXX)
About this 10-K/A
Lexaria Bioscience Corp filed this 10-K/A on December 6, 2022, covering the fiscal year ended August 31, 2022.
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 | ☒ |
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| 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.
| 2 |
PART IV
Item 15. Exhibits, Financial Statement Schedules
a) Financial Statements
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| 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.
| 3 |
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 | |
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| 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
| 4 |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
December 6, 2022
Lexaria Bioscience Corp.
100 – 740 McCurdy Road
Kelowna, BC
V1X 2P7
| Re: | Lexaria Bioscience Corp. (the “Company”) |
|
| Annual Report on Form 10K |
We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-262402) and Form S-8 (No. 333-258308) of the Company, of our report dated November 25, 2022 relating to the consolidated financial statements of the Company which appear in the Annual Report on Form 10-K of the Company for the year ended August 31, 2022.
Yours truly,
DAVIDSON & COMPANY LLP
Chartered Professional Accountants
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Chris Bunka, certify that:
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| I have reviewed this Amendment No.1 to the Annual Report on Form 10-K of Lexaria Bioscience Corp. for the year ended August 31, 2022;
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| 2.
| Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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| 3.
| Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4.
| The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| a.
| Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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| b.
| Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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| c.
| Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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| d.
| Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s first fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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| a.
| All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: December 6, 2022
| /Chris Bunka/ |
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| Chris Bunka |
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| CEO and Director |
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| (Principal Executive Officer) |
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EXHIBIT 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gregory Downey, certify that:
| 1.
| I have reviewed this Amendment No.1 to the Annual Report on Form 10-K of Lexaria Bioscience Corp. for the year ended August 31, 2022;
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| 2.
| Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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| 3.
| Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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| 4.
| The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| a.
| Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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| b.
| Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
| c.
| Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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| d.
| Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s first fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
| a.
| All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: December 6, 2022
| “Greg Downey” |
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| Gregory Downey, CPA, CMA |
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| Chief Financial Officer and Treasurer |
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| (Principal Financial Officer and Principal Accounting Officer) |
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