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) June 6, 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) |
Registrant’s 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 June 6, 2016, Lexaria announced that it has closed the private placement equity financing announced on May 31, 2016.
The financing was for 700,000 equity units priced at US$0.11; each equity unit consisting of one common share of the Company and one-half of a non-transferable share purchase warrant, each whole warrant entitling the holder to purchase one additional common share of the Company for a period of three years from the date of issuance, at a purchase price of US$0.14; in order to raise gross proceeds of up to CDN $100,000 (US$77,000) (the "Private Placement").
All funds raised of US$77,000 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.
Lexaria also announced it has engaged the services of Frontier Merchant Capital Group (“Frontier”) with a head office in Toronto, Canada, for a period of one year. Lexaria will pay CDN $6,000 per month (approx US$55,400 total) and issue 300,000 stock options with an exercise price of US$0.14, vesting immediately, for this 12-month services contract. Frontier will assist the Company by increasing market awareness utilizing a number of financial market communication initiatives. The core of these will be facilitating in-person introduction for the Company with institutional and retail brokers and investors in cities across Canada, the US, and potentially Europe.
Lexaria is also issuing 25,000 stock options to a consultant of the Company, also with an exercise price of US$0.14, to vest immediately.
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 | Regulation FD Disclosure |
A copy of the news release announcing closing of our financing, entering into an investor relations agreement and the granting of stock options is filed as exhibit 99.1 to this current report and is hereby incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits |
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: June 8, 2016