Lexaria Bioscience Corp. Secures $3.5 Million in Capital Through Registered Direct Offering

Lexaria Bioscience Corp., a global innovator in drug delivery platforms, announced it has entered into a definitive agreement for the purchase and sale of 2,661,600 shares of its common stock at a purchase price of $1.315 per share in a registered direct offering priced at-the-market under Nasdaq rules. The transaction is expected to generate approximately $3.5 million in gross proceeds before deducting placement agent fees and other offering expenses.

In a concurrent private placement, the company will issue unregistered warrants to purchase up to 2,661,600 shares of common stock. These warrants will have an exercise price of $1.19 per share, will be immediately exercisable, and will expire five years from the date of the effectiveness of the resale registration statement registering the shares of common stock issuable upon exercise. The closing of the offering is expected to occur on or about December 16, 2025, subject to the satisfaction of customary closing conditions, with H.C. Wainwright & Co. acting as the exclusive placement agent.

The company intends to use the net proceeds from the offering to advance its research and development efforts, fund working capital, and for other general corporate purposes. This capital infusion comes at a critical time for biotechnology companies seeking to advance innovative technologies through clinical development stages that require substantial financial resources.

The shares of common stock are being offered pursuant to a "shelf" registration statement on Form S-3 that was declared effective by the Securities and Exchange Commission on January 30, 2025. The registered direct offering is being made only by means of a prospectus, including a prospectus supplement, forming part of the effective registration statement. The prospectus supplement and accompanying prospectus relating to the securities being offered will be filed with the SEC and available at the SEC's website at https://www.sec.gov.

The warrants are being issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. These warrants, along with the shares of common stock underlying them, have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from registration requirements.

This financing round represents a significant development for Lexaria as it continues to develop its DehydraTECH technology, a patented drug delivery formulation and processing platform that improves how various drugs enter the bloodstream through oral delivery. The technology has demonstrated potential to increase bio-absorption, reduce side effects, and deliver drugs more effectively across the blood-brain barrier. The company operates a licensed in-house research laboratory and holds an intellectual property portfolio with 56 patents granted and additional patents pending worldwide. More information about the company's technology and research can be found at https://www.lexariabioscience.com.

The successful completion of this offering could accelerate the company's research initiatives and potentially bring its drug delivery technology closer to broader commercial applications. For the pharmaceutical industry, advancements in drug delivery platforms like DehydraTECH could lead to more effective treatments with reduced side effects, potentially improving patient outcomes across multiple therapeutic areas. The capital raise also reflects continued investor interest in innovative biotechnology companies developing platform technologies with broad application potential.