Lexaria Bioscience Corp美股招股说明书(2025-09-29版)

Prospectus Supplement(To Prospectus dated January 30, 2025) Lexaria Bioscience Corp. We are offering 2,666,667 shares of our common stock, par value $0.001 per share, directly to certain institutional investors pursuprospectus supplement and the accompanying prospectus. The offering price of the shares is $1.50 per share. In a concurrent private placement, we are also selling to the investors private placement warrants to purchase up to 2,666,667 shacommon stock at an exercise price of $1.37 per share. The private placement warrants and the shares of common stock issuableexercise of such warrants are not being registered under the Securities Act of 1933, as amended, or the Securities Act, and are not beinpursuant to this prospectus supplement and the accompanying prospectus and are being offered pursuant to an exemption from the rerequirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereuprivate placement warrants will be exercisable upon issuance and will expire five years from the date of the effectiveness ofregistration statement registering the shares of common stock issuable upon exercise of the private placement warrants. Our common stock and public warrants are listed on the Nasdaq Capital Market under the symbols “LEXX” and “LEXXW,” respectlast reported sale prices of our common stock and public warrants on the Nasdaq Capital Market on September 25, 2025, were $1.53and $0.0738 per public warrant, respectively. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affilapproximately $28,649,885 based on 18,725,415 shares of common stock held by non-affiliates on such date and based on the last repprice of our common stock on the Nasdaq Capital Market on September 25, 2025 (a date that is within 60 days of the date of this psupplement) of $1.53 per share. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities pursuant to a ReStatement on Form S-3 in a public primary offering with value exceeding more than one-third of our public float in any 12-monthperiod so long as our public float remains below $75 million and General Instruction I.B.6 of Registration Statement on Form S-3 coapply to us. As of the date of this prospectus supplement, we have sold approximately $2,028,581 of securities pursuant to General II.B.6. of Registration Statement on Form S-3 during the prior 12-month calendar period that ends on, and includes, the date of this psupplement (but excluding this offering). Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully read “Riskon page S-6 of this prospectus supplement, on page 8 of the accompanying prospectus, and under similar headings indocuments that are incorporated by reference into this prospectus supplement and the accompanying prospectus. We have engaged H.C. Wainwright & Co., LLC (the “Placement Agent” or “Wainwright”) to act as our exclusive Placementconnection with this offering to use its “reasonable best efforts” to place the securities offered by this prospectus supplement. We havepay the Placement Agent the fees set forth in the table below. Offering Price (1)Includes a cash fee of 7.0% of the aggregate gross proceeds received in this offering. In addition, we have agreed to reimburexpenses of the Placement Agent in connection with the offering and to issue to the Placement Agent, or its designees, unwarrants to purchase a number of shares of common stock equal to 3.5% of the aggregate number of shares of common stock soffering(the“placement agent warrants”).See“Plan of Distribution”for additional disclosure regarding Placemencompensation. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of theseor determined if this prospectus supplement and the accompanying prospectus are truthful or complete. Any representaticontrary is a criminal offense. Delivery of the shares of common stock being offered pursuant to this prospectus supplement and the accompanying prospectus is exbe made on or about September 29, 2025, subject to satisfaction of customary closing conditions. H.C. Wainwright & Co. The date of this prospectus supplement is September 26, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSCAPITALIZATIONDILUTIONDESCRIPTION OF SECURITIES THAT WE ARE OFFERINGPRIVATE PLACEMENT TRANSACTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS About This ProspectusWhere You Can Find More InformationInformation We Incorporate By ReferenceSpecial Note Regarding Forward-Looking StatementsLexaria Bioscience Corp.Risk FactorsUse Of ProceedsDescription Of Ca