Current Report Filing (8-k)
April 06 2017 - 6:02AM
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)
April 3,
2017
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)
765-6424
N/A
(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
Unregistered Sales of Equity Securities
On April 3, 2017 Lexaria Bioscience Corp. (the Company or
Lexaria) completed a brokered private placement of 4,104,280 units of the
Company (Units) at a price per Unit of US$0.42 (the Offering Price), for
total gross proceeds of US$1,723,798 (the Offering). Each Unit consists of one
common share (a Share) and one-half of one Share purchase warrant (each whole
Share purchase warrant, a Warrant). Each Warrant entitles the holder to
acquire one Share at a price of US$0.60 per Share for a period of 24 months
following the closing of the Offering.
The Offering was led by Eight Capital, on behalf of a syndicate
of agents including Haywood Securities Inc. and Echelon Wealth Partners
(collectively, the Agents). Borden Ladner Gervais LLP acted as Agents counsel
with respect to the Offering.
The Agents received a cash commission of seven percent of the
gross proceeds and 287,300 compensation units. Each compensation unit is
exercisable for a period of 24 months following closing at an exercise price of
US$0.42 and consists of one common share (a "Compensation Share") and one half of one common share purchase warrant (a "Compensation
Warrant"). Each Compensation Warrant is exercisable for one common share (each,
a "Compensation Warrant Share") at an exercise price of US$0.60 for a period of
24 months following closing.
The net proceeds of the Offering will be used to fund the
Companys research collaboration with National Research Council Canada; other
Lexaria-developed R&D related to the delivery and bioavailability of
cannabis, vitamins, NSAIDs and nicotine; and working capital and general
corporate purposes.
The securities referred to herein have been issued in an
offshore transaction to persons who are not U.S. Persons (as that term is
defined in Regulation S of the
United States Securities Act of 1933
)
pursuant to Regulation S under the
United States Securities Act of 1933
,
as amended and are subject to a hold period in Canada of four months and one
day.
The securities referred to herein have not been, nor will they
be, 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 the registration requirements of the United
States
Securities Act of 1933
, as amended, and applicable state
securities laws.
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: April 5, 2017
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