Current Report Filing (8-k)
October 17 2016 - 2:46PM
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)
October 11, 2016
LEXARIA BIOSCIENCE CORP.
(Exact name of registrant as specified in its charter)
Nevada
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000-52138
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20-2000871
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer
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incorporation)
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Identification No.)
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156 Valleyview Road, Kelowna, BC Canada
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V1X 3M4
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
(250)
765-2111
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 3.02
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Unregistered Sales of Equity Securities
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On October 11, 2016, Lexaria Bioscience Corp. (Lexaria)
announced that as per a consulting contract signed in March, 2015, Lexaria is
issuing 252,000 restricted common shares and cash compensation of US$6,240 to a
private company controlled by the President of Lexaria.
As per a consulting contract entered in July 2016, Lexaria has
issued 750,000 warrants with an exercise price of US$0.14 and valid for five
years, to Profit Planners Inc., in return for consulting services provided in
August, September, and October 2016.
As per a contract entered in July 2016, Lexaria is obligated to
pay a US$4,000 monthly fee to a director. Lexaria and the director have agreed
to settle the outstanding amount of US$16,000 for the four months to October 31
through the issuance of 114,286 restricted common shares.
- 2 -
Lexaria has also engaged Boom Capital Markets Inc. on a short
term contract to provide business advisory services including marketing
strategies and assistance in preparing presentation materials, dissemination of information, and other business and capital
advisory services. Lexaria is issuing 250,000 stock options to Boom Capital
Markets with a strike price of US$0.14, valid for two years, and paying
compensation of CDN$5,000/month.
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 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.
Item 7.01
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Regulation FD Disclosure
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A copy of the news release dated October 11, 2016 announcing
the engagement of consultants and issuance of options as Exhibit 99.1 to this
current report and is hereby incorporated by reference.
On October 11, 2016, Lexaria announced that it retained Mackie
Research Capital Corp. to provide market maintenance services for Lexaria in
compliance with regulatory guidelines. Mackie will trade shares of Lexaria on
the Canadian Security Exchange for the purposes of maintaining a reasonable
market and improving the liquidity of Lexaria's shares.
The agreement is for an initial 3 1/2-month period and may be
terminated at any time by Lexaria or Mackie. There are no performance factors
contained in the agreement and Mackie will not receive any shares or options
from Lexaria as compensation for the services it will render. Lexaria and Mackie
are unrelated and unaffiliated entities, but Mackie may provide investment
banking services to Lexaria and Mackie and/or its clients may have an interest,
directly or indirectly, in the securities of Lexaria.
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
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Chris Bunka
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CEO, Principal Executive Officer
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Date: October 17, 2016