Current Report Filing (8-k)
September 06 2016 - 6:03AM
Edgar (US Regulatory)
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)
August
31, 2016
LEXARIA BIOSCIENCE CORP.
(Exact name of registrant as specified in its charter)
Nevada
|
000-52138
|
20-2000871
|
(State or other jurisdiction of
|
(Commission File Number)
|
(IRS Employer
|
incorporation)
|
|
Identification No.)
|
#950 1130 West Pender Street,
Vancouver, BC
Canada
|
V6E 4A4
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrants telephone number, including area code
(604)
602-1675
LEXARIA CORP.
(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))
Item
1.01
|
Entry into a Material Definitive Agreement
|
Item
3.02
|
Unregistered Sales of Equity Securities
|
On August 31, 2016, Lexaria announced that it has closed the
final tranche of the private placement equity financing announced July 5.
Lexaria is pleased that the financing was fully subscribed.
This final tranche was for 3,266,666 equity units priced at
US$0.06; each equity unit consisting of one common share of Lexaria and one
non-transferable share purchase warrant, each warrant entitling the holder to
purchase one additional common share of Lexaria for a period of two years from
the date of issuance, at a purchase price of US$0.14; in order to raise gross
proceeds of US$196,000 (the "Private Placement"). After the issuance of these
shares, Lexaria will have 51,288,477 shares issued and outstanding.
All funds raised of US$196,000 will be used to continue
deployment and marketing of hemp based food products, for investor relations,
and for G&A and general working capital.
- 2 -
The securities issued will be subject to a hold period in
Canada of four months and one day, or for any resales into the USA under Rule
144, six months and one day. The Private Placement is subject to normal
regulatory approvals.
Placement fees of US$6,000 were paid and 100,000 broker
warrants issued in connection with this tranche of the private placement.
The securities referred to herein will not be or have not
been registered under the United States Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
Subsequent to Lexarias news release dated August 31, 2016,
Lexaria discovered a clerical error in the amount of placement fees paid and
brokers warrants issued and issued a news release on September 2, 2016
rectifying the error. Lexaria has paid placement fees of US$3,000 and issued
50,000 broker warrants in connection with the final tranche of the private
placement. All of the other information announced on August 31, 2016 remains the
same.
Item 7.01
|
Regulation FD Disclosure
|
A copy of the news release dated August 31, 2016 announcing the
closing of our financing is filed as Exhibit 99.1 to this current report and is
hereby incorporated by reference.
Lexaria subsequently issued a news release on September 2, 2016
amending the details of the placement fees which were originally reported in
their news dated August 31, 2016. The amendment was made due to a clerical
error. A copy of the subsequent news release is filed as Exhibit 99.2 to this
current report and is hereby incorporated by reference.
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: September 2, 2016