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) ~~January~~February 274, 2026

LEXARIA BIOSCIENCE CORP.
(Exact name of registrant as specified in its charter)

Nevada

000-39874

20-2000871

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

100 – 740 McCurdy Road, Kelowna, BC Canada		V1X 2P7
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (250) 765-6424


(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		LEXX		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 53.0701 ~~Submission~~Notice of ~~Matters~~Delisting or Failure to aSatisfy ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing

OnNasdaq ~~January~~Bid ~~27,~~Price ~~2026~~Deficiency at 1:00 p.m. (Pacific Time), the Company held its annual shareholder meeting (the “Meeting”). There were 8,380,389 shares of the Company represented in person or by proxy at the Meeting, constituting 37.71% of the Company’s issued share capital as at December 1, 2025, being the record date of the Meeting. The matters voted upon at the Meeting and the final voting results are set forth below:Notice

Matter Being Voted On	For	Against/Withheld	Abstain	Broker Non-Vote	PercentApproved By1
To Elect Richard Christopher as a director	3,610,713	806,470	-	3,963,206	81.7%
To Elect John Docherty as a director	4,258,174	159,008	-	3,963,207	96.4%
To Elect Christopher Bunka as a director	3,779,780	637,402	-	3,963,207	85.6%
To Elect Nicholas Baxter as a director	4,082,174	335,009	-	3,963,206	92.4%
To Elect William Edward (Ted) McKechnie as a director	3,645,373	771,809	-	3,963,207	82.5%
To Elect Albert Reese Jr. as a director	3,252,873	1,164,310	-	3,963,206	73.6%
To Elect Bal Bhullar as a director	4,119,098	298,085	-	3,963,206	93.3%
To Appoint Malone Bailey LLP as Auditors	8,070,899	252,955	56,535	-	97.0%
To Ratify the lawful actions of the directors for the past year	3,913,888	437,312	65,982	3,963,207	90.0%

On February 4, 2026, Lexaria Bioscience Corp. (the “Company”) received a letter (the “Bid Price Deficiency Notice”) from the listing qualifications department staff of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”).

1The ~~Percentage~~Bid isPrice ~~calculated~~Deficiency ~~based~~Notice has no immediate effect on ~~abstained~~the ~~votes~~listing of the Company’s common stock, and ~~broker~~the ~~non-votes~~Company’s ~~not~~common ~~being~~stock ~~counted~~continues asto atrade ~~vote~~on ~~against~~the Nasdaq Capital Market under the ~~resolution~~symbol “LEXX.”

~~All~~In accordance with Nasdaq listing rule 5810(c)(3)(A), the Company has 180 calendar days from the date of the ~~proposals~~Bid ~~are~~Price ~~described~~Deficiency inNotice, ~~detail~~or inuntil August 3, 2026, to regain compliance with respect to the Bid Price Requirement. The Bid Price Deficiency Notice states that to regain compliance with the Bid Price Requirement, the closing bid price of the Company’s ~~proxy~~common ~~statement~~stock ~~filed~~must ~~with~~meet ~~the~~or ~~Securities~~exceed ~~and~~$1.00 ~~Exchange~~per ~~Commission~~share onfor ~~December~~a minimum of 10 consecutive business days (or at the Nasdaq’s staff discretion, ~~2025~~up to a maximum of 20 consecutive business days) during the compliance period ending August 3, 2026.

2If the Company fails to regain compliance with the Bid Price Requirement by August 3, 2026, the Company may be eligible for an additional 180-day compliance period to demonstrate compliance with the Bid Price Requirement. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Requirement, and will need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If the Company does not qualify for the second compliance period or fails to regain compliance with the Bid Price Requirement during the second 180-day period, Nasdaq will notify the Company of its determination to delist the common stock, at which point the Company would have an opportunity to appeal the delisting determination to a Hearings Panel.

~~SIGNATURES~~The Company intends to actively monitor the closing bid price of the Company’s common stock between now and August 3, 2026 and may, if appropriate, evaluate available options to resolve the deficiency and regain compliance with the Bid Price Requirement. While the Company is exercising diligent efforts to maintain the listing of its common stock on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards.

~~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.~~2

~~LEXARIA BIOSCIENCE CORP. /s/ Richard Christopher Richard Christopher CEO, Principal Executive Officer Date: January 28, 2026~~SIGNATURES

3Pursuant 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/ Richard Christopher
Richard Christopher
CEO, Principal Executive Officer

Date: February 6, 2026

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