Lexaria Bioscience Corp美股招股说明书(2026-01-14版)

This prospectus relates to the resale by the selling stockholders (the “Selling Stockholders”) named in this prospectus from time to tim2,754,756 shares of our common stock, par value $0.001 per share (the “common stock”), consisting of (i) 2,661,600 shares of commissuable up on the exercise of 2,661,600 outstanding warrants issued by us in a private placement on December 16, 2025 pursuant topurchase agreements dated as of December 14, 2025, and the purchasers named on the signature pages thereto (the offering of warrasuch securities purchase agreements, the “December 2025 Offering”) and (ii) 93,156 shares of common stock issuable upon the e93,156 warrants we issued to H.C. Wainwright & Co., LLC as part of their compensation for serving as the placement agent of thPlacement (collectively, the “Warrants”). We will not receive any proceeds from the sale of shares of common stock by the Selling Stockholders. However, upon the cash exercWarrants, we will receive the exercise price of such Warrants, for an aggregate of approximately $3,320,430. We cannot predict whwhat amounts or if the Warrants will be exercised by payments of cash and it is possible that the Warrants may expire and never be exwhich case we would not receive any cash proceeds. Our registration of the shares of common stock covered by this prospectus does not mean that the Selling Stockholders will offer or ssuch shares of common stock. The Selling Stockholders named in this prospectus, or their donees, pledgees, transferees or other succinterest, may resell the shares of common stock covered by this prospectus through public or private transactions at prevailing marketprices related to prevailing market prices or at privately negotiated prices. For additional information on the possible methods of salebe used by the Selling Stockholders, you should refer to the section of this prospectus entitled “Plan of Distribution.” No underwriter or other person has been engaged to facilitate the sale of the common stock in this offering. We will bear all costs, expfees in connection with the registration of the common stock. The Selling Stockholders will bear all commissions and discounattributable to their sales of our common stock. Our common stock is listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “LEXX”. On January 13, 2026, the last repoprice for our common stock was $0.809per share. Investment in our common stock involves a high degree of risk. See “Risk Factors” contained in this prospectus on pageperiodic reports filed from time to time with the Securities and Exchange Commission (the “SEC”), which are incorporeference in this prospectus, and in any applicable prospectus supplement. You should carefully read this prospectus and the dwe incorporate by reference, before you invest in our common stock. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adethe accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is January 14, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF SECURITIES TO BE REGISTEREDSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE ABOUT THIS PROSPECTUS This prospectus is part of the registration statement that we filed with the SEC pursuant to which the Selling Stockholders named hefrom time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. As permitted byand regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus. This prospectus and the documents incorporated by reference into this prospectus include important information about us, the securioffered and other information you should know before investing in our securities. You should not assume that the information containprospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any informationincorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this pis delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to read and coinformation contained in this prospectus, including the documents incorporated by reference therein, in making your investment decshould also read and consider the information in the documents to which we have referred you under “Where You Can Find More Infand “Incorporation of Certain Information by Reference” in this prospectus. You should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in this prospectusnot, and the Selling Stockho