KELOWNA, BC / ACCESSWIRE / January 8, 2021 / Lexaria Bioscience Corp. (OTCQX:LXRP)(CSE:LXX) (the “Company” or “Lexaria”), a global innovator in drug delivery platforms, today announced that it intends to effect a reverse stock split of its common stock effective as of 4:30 pm EST on January 11, 2021 (the “Reverse Split“).
The Reverse Split will be conducted on a 1-for-30 basis resulting in the Company’s current issued share capital of 90,044,312 shares of common stock being consolidated into 3,001,377 shares of common stock, subject to adjustment for fractional shares which will be rounded to the nearest whole number. In addition, all of the Company’s issued convertible securities will also be subject to the Reverse Split, with the exercise prices of the Company’s outstanding convertible securities being adjusted accordingly.
Following the Reverse Split, the Company’s shares of common stock are intended but are not guaranteed to be listed on the NASDAQ Capital Market (“Nasdaq“) on January 12, 2021 under the stock symbol LEXX and under the new CUSIP number 52886N406. There is no assurance that the common stock will be listed on Nasdaq on January 12, 2021 or at all, as the listing is subject to the satisfaction of Nasdaq’s listing requirements, including a capital raise.
Following the Reverse Split, the Company’s shares of common stock will continue to be traded on the CSE under the existing stock symbol, LXX.
If the listing of the Company’s common stock on Nasdaq is approved, the common stock will no longer trade on the OTCQX as of January 12, 2021.
Shareholders of the Company who hold shares of common stock represented by a physical share certificate will need to deposit the completed letter of transmittal as attached to this news release and their share certificate with Computershare Trust Company of Canada pursuant to the instructions contained in the letter of transmittal.
Lexaria Bioscience Corp.’s (OTCQX:LXRP)(CSE:LXX) proprietary drug delivery technology, DehydraTECH™, improves the way active pharmaceutical ingredients (APIs) enter the bloodstream by promoting healthier oral ingestion methods and increasing the effectiveness of fat-soluble active molecules, thereby lowering overall dosing. The Company’s technology can be applied to many different ingestible product formats, including foods, beverages, oral suspensions, tablets, and capsules. DehydraTECH has repeatedly demonstrated since 2016 with cannabinoids and nicotine the ability to increase bio-absorption by up to 5-10x, reduce time of onset from 1 – 2 hours to minutes, and mask unwanted tastes; and is planned to be further evaluated for orally administered bioactive molecules, including anti-virals, cannabinoids, vitamins, non-steroidal anti-inflammatory drugs (NSAIDs), and nicotine. Lexaria has licensed DehydraTECH to multiple companies including a world-leading tobacco producer for the development of smokeless, oral-based nicotine products and for use in industries that produce cannabinoid beverages, edibles, and oral products. Lexaria operates a licensed in-house research laboratory and holds a robust intellectual property portfolio with 18 patents granted and approximately 60 patents pending worldwide. For more information, please visit www.lexariabioscience.com.
This press release includes forward-looking statements. Statements as such term is defined under applicable securities laws. These statements may be identified by words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,” and other similar expressions. Such forward-looking statements in this press release include, but are not limited to, statements by the company relating the Company’s ability to effect the reverse split and list its shares on Nasdaq. Such forward-looking statements are estimates reflecting the Company’s best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that the Company will actually achieve the plans, intentions, or expectations disclosed in these forward-looking statements. As such, you should not place undue reliance on these forward-looking statements.
Any forward-looking statements contained in this release speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Lexaria Bioscience Corp.
LEXARIA BIOSCIENCE CORP.
LETTER OF TRANSMITTAL
TO: COMPUTERSHARE TRUST COMPANY OF CANADA
The undersigned hereby represents and warrants that the undersigned is the owner of the number of common shares (“common shares”) of Lexaria Bioscience Corp. (the “Company”) which shares are represented by the share certificate(s) described below and delivered herewith and the undersigned has good title to the shares represented by the said certificate(s), free and clear of all liens, charges and encumbrances, and has full power and authority to herewith deposit such shares.
Number of Shares
Registered in the Name of
The above-listed share certificates are hereby surrendered in exchange for certificates representing consolidated common shares of the Company on the basis of 30 old common shares for 1 post-consolidated shares of the Company. The Company will not issue any fractional Common Shares as a result of the consolidation. Instead, all fractional shares equal or greater to one-half resulting from the consolidation will be rounded up to the next whole number. Otherwise, the fractional share will be cancelled.
The undersigned authorizes and directs Computershare Trust Company of Canada to issue a Direct Registration (“DRS”) advice for Lexaria Bioscience Corp. shares to which the undersigned is entitled as indicated below and to mail such advice to the address indicated below or, if no instructions are given, in the name and to the address if any, of the undersigned as appears on the share register maintained by Computershare Investor Services Inc. In the event that a DRS advice is not available, a Company stock certificate will be issued and mailed to the address indicated below.
Name (please print)
City Province Postal Code
Telephone (Office) (Home)
Social Insurance Number
Tax Identification Number
Date: ___________________________ Signature of Shareholder: ______________________________
INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL
Use of Letter of Transmittal
- Each shareholder holding share certificates or DRS of Lexaria Bioscience Corp. must send or deliver this Letter of Transmittal duly completed and signed together with the share certificates or DRS described herein to Computershare Trust Company of Canada (“Computershare”) at the office listed below. The method of delivery to Computershare is at the option and risk of the shareholder, but if mail is used, registered mail is recommended.
- Shares registered in the name of the person by whom (or on whose behalf) the Letter of Transmittal is signed need not be endorsed or accompanied by any share transfer power of attorney.
- Shares not registered in the name of the person by whom (or on whose behalf) the Letter of Transmittal is signed must be endorsed by the registered holder thereof or deposited together with share transfer power of attorney properly completed by the registered holder. Such signature must be guaranteed by an Eligible Institution or in some other manner satisfactory to Computershare. An Eligible Institution means a Canadian schedule 1 chartered bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States.
- Where the Letter of Transmittal is executed on behalf of a corporation, partnership or association or by an agent, executor, administrator, trustee, guardian or any person acting in a representative capacity, the Letter of Transmittal must be accompanied by satisfactory evidence of the representative’s authority to act.
- Lexaria Bioscience Corp. reserves the right if it so elects in its absolute discretion to instruct Computershare to waive any defect or irregularity contained in any Letter of Transmittal received by it.
Lost Share Certificates
If a share certificate has been lost or destroyed, shareholders may complete Box A below (only valid until March 31, 2021) and replace their certificate(s) under Computershare’s blanket bond with Aviva Canada. Shareholders with replacement requests in excess of $200,000.00, or shareholders who wish to replace their certificates outside of Computershare’s blanket bond program must sign and complete this Letter of Transmittal and forward to Computershare together with a letter stating the loss. Computershare will respond with the replacement requirements, which must be properly completed and returned prior to effecting the exchange.
Additional copies of the Letter of Transmittal may be obtained from Computershare at the office location listed below. Any questions should be directed to Computershare at 1-800-564-6253 between the hours of 8:30 a.m. – 8:00 p.m. E.S.T, or by e-mail to [email protected].
BOX A – LOST CERTIFICATES
If your lost certificate(s) forms part of an estate or trust, or are valued at more than CAD $200,000.00, please contact Computershare for additional instructions. Any person who, knowingly and with intent to defraud any insurance company or other person, files a statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime.
<Number of Shares> X CAD $0.0075 = Premium Payable $ _____________________ NOTE: Payment NOT required if premium is less than $5.00
The option to replace your certificate by completing this Box A will expire on March 31, 2021. After this date, shareholders must contact Computershare for alternative replacement options. I enclose my certified cheque, bank draft or money order payable to Computershare Trust Company of Canada.
STATEMENT OF LOST CERTIFICATES: The undersigned (solitarily, jointly and severally, if more than one) represents and agrees to the following: (i) the undersigned is (and, if applicable, the registered owner of the Original(s), at the time of their death, was) the lawful and unconditional owner of the Original(s) and is entitled to the full and exclusive possession thereof; (ii) the missing certificate(s) representing the Original(s) have been lost, stolen or destroyed, and have not been endorsed, cashed, negotiated, transferred, assigned, pledged, hypothecated, encumbered in any way, or otherwise disposed of; (iii) a diligent search for the certificate(s) has been made and they have not been found; and (iv) the undersigned makes this Statement for the purpose of transferring or exchanging the Original(s) (including, if applicable, without probate or letters of administration or certification of estate trustee(s) or similar documentation having been granted by any court), and hereby agrees to surrender the certificate(s) representing the Original(s) for cancellation should the undersigned, at any time, find the certificate(s).
The undersigned hereby agrees, for myself and my heirs, assigns and personal representatives, in consideration of the transfer or exchange of the Original(s), to completely indemnify, protect and hold harmless Lexaria Bioscience Corp., Computershare Investor Trust Company of Canada, Aviva Insurance Company of Canada, each of their lawful successors and assigns, and any other party to the transaction (the “Obligees”), from and against all losses, costs and damages, including court costs and attorneys’ fees that they may be subject to or liable for in respect of the cancellation and/or replacement of the Original(s) and/or the certificate(s) representing the Original(s) and/ or the transfer or exchange of the Originals represented thereby, upon the transfer, exchange or issue of the Originals and/or a cheque for any cash payment. The rights accruing to the Obligees under the preceding sentence shall not be limited by the negligence, inadvertence, accident, oversight or breach of any duty or obligations on the part of the Obligees or their respective officers, employees and agents or their failure to inquire into, contest, or litigate any claim, whenever such negligence, inadvertence, accident, oversight, breach or failure may occur or have occurred. I acknowledge that a fee of CAD $0.0075 per lost Lexaria Bioscience Corp. share is payable by the undersigned. Surety protection for the Obligees is provided under Blanket Lost Original Instruments/Waiver of Probate or Administration Bond No. 35900-16 issued by Aviva Insurance Company of Canada.
Enclose all certificates in the envelope provided and send it with the completed form to Computershare, or for any questions contact Computershare
PO Box 7023
31 Adelaide Street East
Toronto, ON M5C 2K4
Attn: Corporate Actions
By Registered Mail (Hand or Courier):
100 University Avenue
Toronto, ON M5J 2Y1
Attn: Corporate Actions
Privacy Notice: Computershare is committed to protecting your personal information. In the course of providing services to you and our corporate clients, we receive non-public personal information about you-from transactions we perform for you, forms you send us, other communications we have with you or your representatives, etc. This information could include your name, contact details (such as residential address, correspondence address, email address), social insurance number, survey responses, securities holdings and other financial information. We use this to administer your account, to better serve your and our clients’ needs and for other lawful purposes relating to our services. Computershare may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides. Where we share your personal information with other companies to provide services to you, we ensure they have adequate safeguards to protect your personal information. We also ensure the protection of rights of data subjects under the General Data Protection Regulation, where applicable. We have prepared a Privacy Code to tell you more about our information practices, how your privacy is protected and how to contact our Chief Privacy Officer. It is available at our website, www.computershare.com, or by writing to us at 100 University Avenue, Toronto, Ontario, M5J 2Y1. Computershare will use the information you are providing in order to process your request and will treat your signature(s) as your consent to us so doing.
SOURCE: Lexaria Bioscience Corp.
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