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Trading Arrangement

Our Insider Trading Policy provides that our insiders, employees and consultants may enter into trading plans to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. During the three months ended August 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [____] to [____]

Commission file number ~~000~~001-39874

Lexaria Bioscience Corp.

(Exact name of registrant as specified in its charter)

Nevada		20-2000871
State or other jurisdiction of incorporation or organization		(I.R.S. 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

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

Title of Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.001	LEXX	Nasdaq
Warrants	LEXXW	Nasdaq

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

N/A

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by a 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 ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant period pursuant to §240.10D-1(b) ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of February 2928, ~~2024~~2025, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $~~40,603,170~~24.6 million, based on the closing price of the registrant’s shares of common stock on February 2928, ~~2024~~2025.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

1722,~~452~~225,~~594~~ 846 common shares as of November 25, ~~2024~~2025.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Item 1.	Business	4
Item 1A.	Risk Factors	1615
Item 1B.	Unresolved Staff Comments	2223
Item 1C.	Cybersecurity	2224
Item 2.	Properties	2324
Item 3.	Legal Proceedings	2324
Item 4.	Mine Safety Disclosures	2324
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2425
Item 6.	[Reserved]	2625
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2625
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3132
Item 8.	Financial Statements and Supplementary Data	3132
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	5433
Item 9A.	Controls and Procedures	5433
Item 9B.	Other Information	5434
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	5434
Item 10.	Directors, Executive Officers and Corporate Governance	5535
Item 11.	Executive Compensation	6141
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	6646
Item 13.	Certain Relationships and Related Transactions, and Director Independence	6747
Item 14.	Principal Accountant Fees and Services	6848
Item 15.	Exhibits and Financial Statement Schedules	6949
Item 16.	Form 10-K Summary	7049

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K (“this report”) contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact may be forward-looking statements relating to future events or our future financial performance and are based on our present beliefs, assumptions, and information currently available to us. In some cases, forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “could”, “targets”, “goal”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” and other comparable terminology or the negative of these terms.

These statements contain predictions and involve known and unknown risks, including the risks in the section entitled “Risk Factors” set forth in Item 1(A) in this report, uncertainties and other factors that may cause our or our industry’s levels of activity, performance, achievements, or actual results to be materially different from any future levels of activity, performance, achievements, or results expressed or implied by these forward-looking statements. Although we contend that the expectations reflected herein are reasonable, we cannot guarantee levels of activity, performance, achievements, or future result.

Forward-looking statements in this report include statements about, among other things: the status, progress and results of our research programs; our ability to obtain regulatory approvals for, and the level of market opportunity for, our product candidates; our business plans, strategies and objectives, including plans to pursue collaboration, licensing or other similar arrangements or transactions; our expectations regarding our liquidity and performance, including our expense levels, sources of capital and ability to maintain our operations as a going concern; the competitive landscape of our industry; and general market, economic and political conditions.

We caution placing undue reliance on any forward-looking statements as they speak only as of the date on which such statements were made, and we do not assume any obligation to update any forward-looking statement or to reflect the occurrence of an unanticipated event. New factors may emerge, and it is not possible to predict all factors that may affect our business and prospects. Further, management cannot assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Solely for convenience, tradenames and trademarks referred to in this report appear without the “®” or “TM™” symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these tradenames or trademarks, as applicable. All tradenames, trademarks, and service marks included or incorporated by reference in this report are the property of Lexaria Bioscience Corp.

As used in this report, the terms “Lexaria” “we”, “us”, “our” and “Company” mean Lexaria Bioscience Corp. and/or our subsidiaries, unless otherwise indicated.

Table of Contents

PART 1

Item 1. Business

Company Overview

Lexaria Bioscience Corp. is a biotechnology company dedicated to the enhancement of the bioavailability of a diverse and broad range of active pharmaceutical ingredients (“APIs”) using our patented DehydraTECHTM drug delivery~~-enabling~~ ~~platform~~ technology. DehydraTECH combines APIs with specific long-chain fatty acid-rich triglyceride oils and carrier compounds that improve the way they enter the bloodstream, increasing their effectiveness and allowing for lower overall dosing for improved tolerability while promoting healthier oral ingestion methods.

DehydraTECH can be used with a wide range of active molecules including glucagon-like peptide-1 drugs (“GLP-1”) and glucose -dependent insulinotropic polypeptide drugs (“GIP”), vitamins, pain medications, hormones, ~~phosphodiesterase type 5 (“PDE5”) inhibitors,~~ antivirals, nicotine and its analogs, and cannabinoids. Our technology can be applied to a variety of therapeutic indications, including diabetes, weight loss, epilepsy, hypertension and heart disease. DehydraTECH can be implemented in a multitude of ingestible ~~or topically administered~~ product formats including oral suspensions, tablets, capsules, foods, beverages, ~~creams, lotions,~~ and ~~skin~~oral ~~patches~~pouches. It is suitable for use with a variety of product formats including pharmaceuticals, nutraceuticals, over-the-counter products, and consumer packaged goods.

DehydraTECH is a technology incorporated into the formulation and manufacturing process of new or existing orally ingestible ~~and topical~~ products. The procedure involves combining the active ingredient as a delivery “payload” together with certain long chain fatty acid-rich triglyceride oils and infusing the mixture into a carrier substrate material. Using controlled dehydration processing, the payload and long chain fatty acid-rich triglyceride oils are reversibly associated together at a molecular level. The newly combined molecules are then integrated into production of the end-product using any number of dosage formats. While the Company’s primary focus is on pharmaceutical drug products, this technology extends across many product categories including ~~foods~~nutraceuticals, ~~beverages,~~foods ~~cosmetics~~ and ~~nutraceuticals~~beverages. DehydraTECH formulations have been found in some cases to reduce the need for unwanted sweeteners or chemical masking agents used for flavor- and odor-blocking for palatability enhancement purposes, allowing manufacturers to create low-sugar products with fewer calories and artificial sweeteners.

4 Table of Contents

The Company has developed extensive experience from the formulation and production of its demonstration products, in various formats, that enables it to provide expert advice to our licensees on the integration of DehydraTECH in their products for the purpose of providing more palatable and efficient delivery of bioactive molecules.

Lexaria supports our licensee’s products with our technology. A part of our business plan is to encourage new and existing industry participants to license and utilize DehydraTECH to enable enhanced performance of their developmental and commercial stage products. These products cross a wide range of bioactive molecules including GLP-1/GIPs, NSAID’s, nicotine and cannabidiol (“CBD”) with additional molecules of interest continually being evaluated.

Intellectual Property

Lexaria’s involvement with the foundational technology of DehydraTECH dates back to 2014 when it entered into a strategic relationship with Poppy’s Teas LLC, and the original inventors of DehydraTECH, who had filed two initial US provisional patent applications for the technology. The strategic relationship evolved into the acquisition by Lexaria of Poviva Tea, LLC (formerly Poppy’s Teas LLC) which entity was then converted from a limited liability company to a corporation under the name Poviva Corp. (“Poviva”). Poviva is now the wholly-owned subsidiary of Lexaria and the named owner ofon all of the patents filed in connection with DehydraTECH. Lexaria has been granted an exclusive license to use DehydraTECH technology from Poviva for a period of time ending 25 years after the date of the last patent granted to Poviva. Since our first patent grant in 2017 for DehydraTECH, we have continued to pursue patent applications internationally in regions that are considered to have the highest commercial potential and, to date, have been allowed/granted 4656 patents worldwide as of the date of this filing. Our pursuit and development of ~~our~~DehydraTECH ~~technology~~ has expanded our potential area of impact, both geographically and by sector.

~~Our~~4 ~~current~~Table ~~patent portfolio includes patent family applications or grants pertaining to Lexaria’s compositions, methods~~ of use in improving API bioavailability and palatability and methods of treatment for a range of therapeutic indications, orally or topically, for a wide variety of APIs encompassing cannabinoids; fat soluble vitamins; NSAID pain medications; and nicotine and its analogs. The pending and granted patents also cover the manufacturing and processing methods used to combine a variety of fatty acid-rich triglyceride oils with active pharmaceutical ingredients. This includes heating and drying methods and use of excipients and substrates. Contents

~~The~~Our ~~Company~~current ~~currently has several applications pending worldwide and, due to the complexity of pursuing~~ patent ~~protection,~~portfolio ~~the~~includes ~~quantity of~~ patent family applications ~~will vary continuously as each application advances~~ or ~~stalls.~~grants Wepertaining ~~continue~~ to ~~investigate~~Lexaria’s ~~national~~compositions, ~~and~~methods ~~international~~of ~~opportunities~~use toin ~~pursue~~improving ~~expansions~~API bioavailability and ~~additions~~palatability ~~to our intellectual property portfolio. Patents have been filed~~ and~~/or~~ ~~granted~~methods ~~specifically~~of treatment for ~~the~~a ~~use~~range of ~~DehydraTECH~~therapeutic ~~with~~indications, ~~cannabinoids~~ for ~~the~~a ~~treatment~~wide variety of ~~heart~~APIs ~~disease~~encompassing ~~and~~GLP-1/GIPs; ~~hypertension~~fat tosoluble ~~support~~vitamins; ~~our~~NSAID ~~anticipated~~pain ~~clinical~~medications; ~~trial~~nicotine ~~work~~and ~~under~~its ~~our~~analogs; ~~cleared~~and ~~Investigational~~cannabinoids. ~~New~~The ~~Drug~~pending ~~(“IND”)~~and ~~application~~granted ~~with~~patents ~~the~~also ~~Food~~cover ~~and~~the ~~Drug~~manufacturing ~~Administration (“FDA”),~~ and ~~for~~processing ~~treatment~~methods ofused ~~other~~to ~~prospective~~combine ~~therapeutic~~a ~~indications~~variety of ~~interest~~fatty toacid-rich ustriglyceride ~~including~~oils ~~epilepsy~~with ~~and~~active ~~diabetes/weight~~pharmaceutical ~~loss~~ingredients. ~~Patents~~ ~~have~~This ~~also~~includes ~~been~~heating ~~filed~~and ~~specifically~~drying ~~for~~methods ~~the~~and use of ~~DehydraTECH~~excipients ~~with GLP-1/GIP drugs to support our ongoing~~ and ~~expanding cardiometabolic clinical research programs in this therapeutic field also for diabetes/weight loss~~substrates.

The Company currently has several applications pending worldwide and, due to the complexity of pursuing patent protection, the quantity of patent applications will vary continuously as each application advances or stalls. We continue to investigate national and international opportunities to pursue expansions and additions to our intellectual property portfolio. Patents have been filed or granted specifically for the use of DehydraTECH with GLP-1/GIP drugs to support our ongoing and expanding cardiometabolic clinical research programs in this therapeutic field for the treatment of diabetes/weight loss. Patents have been filed or granted specifically for the use of DehydraTECH with cannabinoids for the treatment of heart disease and hypertension to support our anticipated clinical trial work under our cleared Investigational New Drug (“IND”) application with the Food and Drug Administration (“FDA”), and for treatment of other prospective therapeutic indications of interest to us including epilepsy.

We will continue to seek beneficial acquisitions of intellectual property if and when we believe it is advisable to do so. Due to the inherent unpredictability of scientific discovery, it is not possible to predict if or how often such new applications might be filed or patents issued.

Table of Contents

Below we summarize Lexaria’s allowed/granted patents.

Issued Patent #	Patent Certificate Grant Date	Patent Family
US 9,474,725 B1	10/25/2016	#1 Food and Beverage Compositions Infused With Lipophilic Active Agents and Methods of Use Thereof
US 9,839,612 B2	12/12/2017
US 9,972,680 B2	05/15/2018
US 9,974,739 B2	05/22/2018
US 10,084,044 B2	09/25/2018
US 10,103,225 B2	10/16/2018
US 10,381,440	08/13/2019
US 10,374,036	08/06/2019
US 10,756,180	08/25/2020
AU 2015274698	06/15/2017
AU 2017203054	08/30/2018
AU 2018202562	08/30/2018
AU 2018202583	08/30/2018
AU 2018202584	01/10/2019
AU 2018220067	07/30/2019
EP 3164141	11/11/2020
JP 6920197	07/28/2021
CDN 2949369	06/13/2023
EP 3858364	09/17/2025
AU 2016367036	07/30/2019	#2 Methods for Formulating Orally Ingestible Compositions Comprising Lipophilic Active Agents
JP 6963507	10/19/2021
MX 388 203 B	11/26/2021
AU 2016367037	08/15/2019	#3 Stable Ready-to-Drink Beverage Compositions Comprising Lipophilic Active Agents
IN 365864	04/30/2021
JP 6917310	07/21/2021
MX 390001	02/10/2022
JP 7232853	02/22/2023
CDN 2984917	09/26/2023
CDN 3093414	12/13/2022	#6 Transdermal and/or Dermal Delivery of Lipophilic Active Agents
EP 3765088	03/20/2024
JP 7112510	07/26/2022	#7 Lipophilic Active Agent Infused Compositions with Reduced Food Effect
AU 2019256805	06/16/2022	#8 Compositions Infused with Nicotine Compounds and Methods of Use Thereof
CDN 3096580	05/23/2023
CDN 3111082	08/29/2023	#14 Lipophilic Active Agent Infused Tobacco Leaves and/or Tobacco Materials and Methods of Use Thereof
US 11,311,559	04/26/2022	#18 Compositions and Methods for Enhanced Delivery of Antiviral Agents
AU 2021261261	03/23/2023
JP 7415045	01/05/2024
CDN 3172889	05/28/2024
AU 2023200736	10/02/2025
US 11,700,875	07/18/2023	#20 Compositions and Methods for Sublingual Delivery of Nicotine
CDN 3196911	12/05/2023
JP 7675819	05/01/2025
US 11,666,544	06/06/2023	#21 Compositions and Methods for Treating Hypertension
US 11,666,543	06/06/2023
US 11,980,593	05/14/2024
EP 4326249	10/15/2025
US 11,931,369	03/19/2024	#24 Compositions and Methods for Treating Epilepsy
US 11,944,635	04/02/2024
US 11,986,485	05/21/2024
US 12,023,346	07/02/2024
US 12,213,986	02/04/2025
US 12,220,422	02/11/2025
AU 2024202447	06/12/2025
AU 2024202475	07/24/2025
US 12,397,042	08/26/2025	#27 Compositions and Methods for Treating Diabetes
US 12,472,236	11/18/2025

6Patents ~~Table~~granted ofin ~~Contents~~the year ended August 31, 2025

AU 2016367036	07/30/2019	#2 Methods for Formulating Orally Ingestible Compositions Comprising Lipophilic Active Agents
JP 6963507	10/19/2021
MX 388 203 B	11/26/2021
AU 2016367037	08/15/2019	#3 Stable Ready-to-Drink Beverage Compositions Comprising Lipophilic Active Agents
IN 365864	04/30/2021
JP 6917310	07/21/2021
MX 390001	02/10/2022
JP 7232853	02/22/2023
CDN 2984917	09/26/2023
CDN 3093414	12/13/2022	#6 Transdermal and/or Dermal Delivery of Lipophilic Active Agents
EP 3765088	03/20/2024
JP 7112510	07/26/2022	#7 Lipophilic Active Agent Infused Compositions with Reduced Food Effect
AU 2019256805	06/16/2022	#8 Compositions Infused with Nicotine Compounds and Methods of Use Thereof
CDN 3096580	05/23/2023
CDN 3111082	08/29/2023	#14 Lipophilic Active Agent Infused Tobacco Leaves and/or Tobacco Materials and Methods of Use Thereof
US 11,311,559	04/26/2022	#18 Compositions and Methods for Enhanced Delivery of Antiviral Agents
AU 2021261261	03/23/2023
JP 7415045	01/05/2024
CDN 3172889	05/28/2024
US 11,700,875	07/18/2023	#20 Compositions and Methods for Sublingual Delivery of Nicotine
CDN 3196911	12/05/2023
US 11,666,544	06/06/2023	#21 Compositions and Methods for Treating Hypertension
US 11,666,543	06/06/2023
US 11,980,593	05/14/2024
US 11,931,369	03/19/2024	#24 Compositions and Methods for Treating Epilepsy
US 11,944,635	04/02/2024
US 11,986,485	05/21/2024
US 12,023,346	07/02/2024

In fiscal 2025, we expanded our patent protection to include applications for DehydraTECH enhanced glucagon-like peptide drugs, including but not limited to, semaglutide, tirzepatide and liraglutide for the treatment of diabetes and obesity. The Company was also granted four new patents (2 US and 2 AU) in our Compositions and Methods for Treating Epilepsy family, our first patent in the US for our Compositions and Methods of Treating Diabetes family, a new Japanese patent in our Compositions and Methods for Sublingual Delivery of Nicotine family and a second European patent in our Food & Beverage Compositions Infused with Lipophilic Active Agents and Methods of Use Thereof family, which serves to further protect our exclusivity in the use of DehydraTECH with the treatment of epilepsy, diabetes, nicotine and food products.

7 Table of Contents

Patents granted in the year ended August 31, 2024

In fiscal 2024, the Company’s patent portfolio expanded to include two new patent families which serves to further protect our exclusivity in the use of DehydraTECH with tobacco leaves and materials and treatment of epilepsy. And further expanded our patent protection for our other patent families. These patents are as follows:

· our first ever Canadian patent granted in our 3rd patent family, to use DehydraTECH to more efficiently deliver lipophilic active agents via stable ready-to-drink beverage formats · our first ever European patent granted in our 6th patent family, to use DehydraTECH to more efficiently deliver lipophilic active agents via transdermal or dermal delivery. · our first ever Canadian patent granted in new patent family #14, to use DehydraTECH to more efficiently deliver lipophilic agents in infused tobacco leaves or tobacco materials · our first ever Japanese and Canadian patents in our 18th patent family, to use DehydraTECH to enhance antiviral agents · our first ever Canadian patent granted in our 20th patent family, to apply DehydraTECH enhancement technology to the sublingual delivery of nicotine. · a new US patent granted in our 21st patent family which recognizes DehydraTECH’s ability, when combined with CBD, to treat hypertension. · four US patents granted in new patent family #24 which recognizes DehydraTECH’s ability, when combined with CBD, to treat epilepsy

Research and Development

Lexaria incurred $8.2~~,360,565~~ million in R&D expense during fiscal ~~2024~~2025. Specific programs are in ongoing development and are prioritized relative to our financial and operational ability to undertake each research phase for specific APIs. Due to our expanding portfolio coverage, we continue to explore accelerated timetable options for testing, research, and further development. Our ongoing R&D programs are always subject to our existing financial resources and our ability to raise capital to fund them.

~~The~~6 ~~Company~~Table ~~regularly pursues new R&D programs that investigate potential commercial applications for the incorporation~~ of DehydraTECH. These include, but are not limited to, ongoing programs to explore different therapeutic indications that DehydraTECH-enhanced drug products can be utilized together with new and improved treatment options. Currently, our primary clinical research areas of interests are focused on the investigation of DehydraTECH-powered GLP-1/GIP drugs as well as CBD for the treatment of diabetes and weight loss and, also, CBD for the reduction of hypertension for which our IND application to perform a Phase 1b study has received a Study May Proceed letter from the FDA in early calendar-2024. Previously, our study programs provided successful human and/or animal testing results with DehydraTECH formulations of nicotine for oral pouches and prospective nicotine replacement therapy, human hormones, antiviral drugs, CBD for diabetes, weight loss and seizure disorder applications, and others. Depending on the number or complexity of the programs undertaken, R&D budgets are expected to vary significantly. It is in our best interest to remain flexible at this early stage of our R&D efforts in order to capitalize on potential novel findings from early-stage tests and thus redirect research when necessary into specific avenues that offer the most reward.Contents

~~Lexaria~~The ~~has~~Company ~~conducted~~regularly apursues ~~number~~new ofR&D ~~pharmacokinetic~~programs ~~studies~~that ~~designed~~investigate ~~to provide~~ potential ~~early-stage~~commercial ~~indications~~applications ~~of enhancing delivery characteristics of various drugs~~ for ~~potential future use. Our first human clinical study was published in 2019 under~~ the ~~title~~incorporation ~~Examination~~ of aDehydraTECH. ~~New~~These ~~Delivery~~include, ~~Approach~~but ~~for~~are ~~Oral~~not ~~Cannabidiol~~limited ~~in Healthy Subjects: A Randomized~~to, ~~Double-Blinded,~~ongoing ~~Placebo-Controlled~~programs ~~Pharmacokinetics~~to ~~Study,~~explore ~~where~~different wetherapeutic ~~demonstrated~~indications ~~that~~which DehydraTECH-enhanced ~~delivered~~drug ~~higher~~products ~~volumes~~can ofbe ~~CBD~~utilized ~~into~~to ~~the human circulatory system and did so more quickly than a concentration-matched positive control~~treat. ~~The~~Currently, ~~study~~our ~~demonstrated~~primary aclinical ~~statistically~~research ~~significant~~areas ~~reduction~~of ininterests ~~human~~are ~~blood~~focused ~~pressure~~on ~~(“BP”)~~the ~~from~~investigation ~~the~~of DehydraTECH-powered ~~processed~~GLP-1/GIP ~~CBD,~~drugs ~~versus~~as nowell ~~statistical~~as ~~reduction~~CBD infor ~~human blood pressure from~~ the ~~positive~~treatment ~~control. The results~~ of ~~this~~diabetes ~~study significantly influenced the direction of Lexaria’s research~~ and ~~development~~weight ofloss ~~its DehydraTECH technology~~ and, ~~led~~also, toCBD ~~four~~for ~~subsequent~~the ~~human~~reduction ~~trial~~of ~~studies in the~~ hypertension ~~field,~~for ~~including~~which ~~study~~our ~~HYPER-H21-1~~IND ~~which~~application ~~resulted~~to inperform ~~the~~a ~~publication~~Phase of1b ~~Trial~~study ofreceived a ~~Novel~~Study ~~Oral~~May ~~Cannabinoid~~Proceed ~~Formulation~~letter infrom ~~Patients~~the ~~with~~FDA ~~Hypertension: A~~in ~~Double-Blind,~~early ~~Placebo~~calendar-~~Controlled~~2024. ~~Pharmacogenetic Study~~Previously, ~~Pharmaceuticals~~our ~~and~~ study ~~HYPER-H21-4~~programs ~~resulting~~provided insuccessful ~~seven~~human ~~(7)~~and/or ~~peer~~animal ~~reviewed~~testing ~~publications~~results ~~Antihypertensive~~with ~~effects~~DehydraTECH offormulations ~~CBD are mediated by altered inflammatory response: A sub-study~~ of ~~HYPER-H21-4~~nicotine ~~trial,~~for ~~Journal of Functional Foods; Chronic effects of~~ oral ~~cannabidiol~~pouches ~~delivery~~and onprospective ~~24h~~nicotine ~~ambulatory~~replacement ~~blood~~therapy, ~~pressure~~human inhormones, ~~patients~~antiviral ~~with hypertension (HYPER-H21-4): a randomized~~drugs, ~~placebo-controlled,~~CBD ~~and~~for ~~crossover study~~diabetes, ~~Cannabis~~weight ~~and~~loss ~~Cannabinoid Research; Chronic Effects of Effective Oral Cannabidiol Delivery on 24-h Ambulatory Blood Pressure~~ and ~~Vascular~~seizure ~~Outcomes~~disorder ~~in Treated and Untreated Hypertension (HYPER-H21-4): Study Protocol for a Randomized~~applications, ~~Placebo-Controlled,~~ and ~~Crossover~~others. ~~Study~~Depending ~~Journal~~on ofthe ~~Personalized~~number ~~Medicine;~~or ~~CBD~~complexity ~~supplementation reduces arterial blood pressure via modulation~~ of the ~~sympatho-chromaffin~~programs ~~system: A substudy from the HYPER-H21-4 trial~~undertaken, ~~Biomedicine~~ R&D ~~Pharmacotherapy;~~budgets ~~Effects~~are ofexpected ~~CBD~~to ~~supplementation~~vary onsignificantly. ~~ambulatory~~It ~~blood~~is ~~pressure~~in ~~and~~our ~~serum~~best ~~urotensin-II~~interest ~~concentrations~~to inremain ~~Caucasian~~flexible ~~patients~~at ~~with~~this ~~essential~~early ~~hypertension: A~~stage ~~sub-analysis~~ of ~~the~~our ~~HYPER-H21-4 trial, Biomedicine~~ R&D ~~Pharmacotherapy;~~efforts ~~The~~in ~~Influence~~order ofto ~~Oral~~capitalize ~~Cannabidiol~~ on ~~24-h~~potential ~~Ambulatory~~novel ~~Blood~~findings ~~Pressure~~from ~~and Arterial Stiffness in Untreated Hypertension: A Double~~early-~~Blind,~~stage ~~Placebo-Controlled~~tests ~~Cross-Over Pilot Study, Advances in Therapy;~~ and ~~Differences~~thus inredirect ~~Plasma~~research ~~Cannabidiol~~when ~~Concentrations~~necessary ininto ~~Women~~specific ~~and~~avenues ~~Men: A~~that ~~Randomized,~~offer ~~Placebo-Controlled,~~the ~~Crossover~~most ~~Study, International Journal of Molecular Sciences~~reward.

8Lexaria ~~Table~~has conducted a number of ~~Contents~~pharmacokinetic studies designed to provide potential early-stage indications of enhancing delivery characteristics of various drugs for potential future use. Our first human clinical study was published in 2019 under the title Examination of a New Delivery Approach for Oral Cannabidiol in Healthy Subjects: A Randomized, Double-Blinded, Placebo-Controlled Pharmacokinetics Study, where we demonstrated that DehydraTECH delivered higher volumes of CBD into the human circulatory system and did so more quickly than a concentration-matched positive control. The study demonstrated a statistically significant reduction in human blood pressure (“BP”) from DehydraTECH-CBD, versus no statistical reduction in human blood pressure from the positive control. The results of this study significantly influenced the direction of Lexaria’s research and development of its DehydraTECH technology and led to four subsequent human trial studies in the hypertension field, including study HYPER-H21-1 which resulted in the publication of Trial of a Novel Oral Cannabinoid Formulation in Patients with Hypertension: A Double-Blind, Placebo-Controlled Pharmacogenetic Study, Pharmaceuticals and study HYPER-H21-4 resulting in nine (9) peer reviewed publications Antihypertensive effects of CBD are mediated by altered inflammatory response: A sub-study of HYPER-H21-4 trial, Journal of Functional Foods; Chronic effects of oral cannabidiol delivery on 24h ambulatory blood pressure in patients with hypertension (HYPER-H21-4): a randomized, placebo-controlled, and crossover study, Cannabis and Cannabinoid Research; Chronic Effects of Effective Oral Cannabidiol Delivery on 24-h Ambulatory Blood Pressure and Vascular Outcomes in Treated and Untreated Hypertension (HYPER-H21-4): Study Protocol for a Randomized, Placebo-Controlled, and Crossover Study Journal of Personalized Medicine; CBD supplementation reduces arterial blood pressure via modulation of the sympatho-chromaffin system: A substudy from the HYPER-H21-4 trial, Biomedicine & Pharmacotherapy; Effects of CBD supplementation on ambulatory blood pressure and serum urotensin-II concentrations in Caucasian patients with essential hypertension: A sub-analysis of the HYPER-H21-4 trial, Biomedicine & Pharmacotherapy; The Influence of Oral Cannabidiol on 24-h Ambulatory Blood Pressure and Arterial Stiffness in Untreated Hypertension: A Double-Blind, Placebo-Controlled Cross-Over Pilot Study, Advances in Therapy; Differences in Plasma Cannabidiol Concentrations in Women and Men: A Randomized, Placebo-Controlled, Crossover Study, International Journal of Molecular Sciences; Can Endocannabinoids Explain CBD-Mediated Reduction in Blood Pressure? Insights from a Randomized, Placebo-Controlled, Crossover Trial, Cannabis and Cannabinoid Research; and Cardiovascular Effects of Cannabidiol: From Molecular Mechanisms to Clinical Implementation, International Journal of Molecular Sciences.

During fiscal ~~2024~~2025 Lexaria marked significant milestones in further investigating and developing DehydraTECH-processed GLP-1 and GIP formulations for ~~investigating~~ the treatment of diabetes and weight loss. The following studies are the most recent contributors to our applied R&D programs that were completed in fiscal ~~2024~~2025. ~~These studies have been entirely funded through the Company’s existing cash resources.~~

Diabetes and Weight Loss Management Investigation

During the fiscal-year ended August 31, ~~2024~~2025, Lexaria completed ~~its~~follow-on ~~initial~~ investigational ~~study~~studies to examine DehydraTECH-enhanced GLP-1/GIP drugs for prospective improvement in diabetes and weight loss management applications. ~~The~~These ~~initial investigation (Human Pilot Study #1 or GLP~~follow-~~1-H24-1)~~on ~~was~~studies anbuilt ~~investigator-initiated~~upon ~~pilot~~the ~~study~~results of the ~~GLP-1~~initial ~~drug~~human ~~semaglutide~~pilot ~~with~~studies ~~seven (7) healthy volunteers comparing performance of a DehydraTECH-semaglutide oral capsule formulation to~~ that ~~of commercially available Rybelsus® tablets. For purposes of this initial study,~~ the ~~DehydraTECH-semaglutide~~Company ~~composition~~conducted ~~was compound formulated using Rybelsus tablets as the semaglutide source input. As noted~~ in ~~our~~fiscal ~~press releases issued on November 27 and 28~~2024, ~~2023,~~namely ~~interim~~human ~~study~~pilot ~~findings~~studies ~~showed that the DehydraTECH~~GLP-~~semaglutide~~1-H24-1 capsules sustained higher levels of semaglutide in blood; had faster achievement of peak drug delivery; had reduced incidence of moderate to severe side effects; sustained lower levels of blood glucose and ~~lowered blood~~GLP-~~glucose~~1-H24-2 ~~spike~~which ~~after~~investigated ~~eating. On~~different ~~January~~formulations ~~4, 2024, upon conclusion~~ of ~~the study and full dataset analysis, the final study findings built upon the previously released interim findings evidencing that~~ DehydraTECH-semaglutide ~~produced even more pronounced~~ and ~~sustained~~evidenced a higher ~~levels~~level of semaglutide in blood and ~~lower~~fewer ~~levels~~adverse ofeffects ~~blood~~as ~~glucose~~compared ~~and lowered blood-glucose spike after eating, while continuing~~ to ~~demonstrate~~the ~~reduced~~Rybelsus® ~~incidence of moderate to severe side effects~~control.

~~Based~~Human onPilot ~~this~~Study ~~initial~~#1 pilot study’s success, during the fiscal-year, Lexaria commenced a comprehensive animal and human clinical research and development program to thoroughly evaluate DehydraTECH for the improved delivery of (GLP-1 ~~and GIP drugs, designed to support prospective commercial partnering with global pharmaceutical companies. The studies which were undertaken or are currently in progress are as follows:~~-H24-1)

GLP-1-H24-1 was an investigator-initiated pilot study of the GLP-1 drug semaglutide with seven (7) healthy volunteers comparing performance of a DehydraTECH-semaglutide oral capsule formulation to that of commercially available Rybelsus® tablets. For purposes of this initial study, the DehydraTECH-semaglutide composition was compound formulated using Rybelsus® tablets as the semaglutide source input. This study’s findings showed that the DehydraTECH-semaglutide capsules sustained higher levels of semaglutide in blood; had faster achievement of peak drug delivery; had reduced incidence of moderate to severe side effects; sustained lower levels of blood glucose and lowered blood-glucose spike after eating.

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Human Pilot Study #2 (GLP-1-H24-2)

~~This~~GLP-1-H24-2 ~~human pilot study~~ was ~~conducted in 9 healthy volunteers, to study~~ a ~~single dose of oral ingested DehydraTECH~~follow-~~semaglutide~~on ~~capsules~~pilot instudy ~~a similar design but with a slightly different formulation~~ to ~~Human~~ ~~Pilot Study #~~GLP-1~~, to be compared to commercially available Rybelsus®. Of note, Human Pilot Study #2 employed so called fed pre~~-~~dose~~H24-1 ~~study~~and ~~conditions, since this was~~ deemed to be of scientific interest ~~given~~to ~~the~~learn ~~fact~~whether wethe ~~had already demonstrated superior pharmacokinetic performance of its~~ DehydraTECH ~~semaglutide~~advantages ~~capsule~~were ~~composition~~also experienced under ~~the~~fed ~~recommended fasted pre-dose~~ conditions ~~in its previous Human Pilot Study #1~~. We ~~also~~The ~~studied~~study anwas ~~oral~~conducted ~~dissolvable~~in ~~DehydraTECH-semaglutide~~nine ~~tablet formulation~~ (~~dissolvable into sublingual/buccal tissue~~9) tohealthy ~~determine~~volunteers, ~~whether GLP-1 drug absorption via~~ this ~~route~~time iscomparing ~~effective and well tolerated as an alternative to~~ the ~~conventional~~performance ~~oral~~of ~~ingestible~~a ~~route which often presents with gastrointestinal side effect issues. The~~ DehydraTECH-processed ~~compositions~~Rybelsus® ~~for~~capsules ~~this~~to ~~study~~that ~~were~~of ~~compound-formulated using~~ commercially available Rybelsus® tablets ~~as the semaglutide input material~~. The DehydraTECH-~~semaglutide~~processed ~~capsules~~Rybelsus® evidenced higher semaglutide levels in 17 of the 19 blood draws taken until the 24-hour completion of the study averaging 18.8% higher semaglutide levels over the course of the study compared to Rybelsus® alone, although the differences were variable and not significant statistically with such a small sample size. WeIn ~~were~~addition, ~~also pleased to find that~~ none (0) of the 9 people taking the DehydraTECH-~~semaglutide~~processed ~~capsules~~Rybelsus® swallowed as a capsule experienced any adverse events whatsoever. However, of the 9 human volunteers in the Study taking the Rybelsus® tablet, 6 of them experienced mild adverse events. ~~Five of those same 6 people experienced mild adverse events from taking the dissolvable oral mouth-melt format of DehydraTECH-processed Rybelsus®.~~ These tolerability findings built nicely upon those from our previous Human Pilot Study #1, which also showed the DehydraTECH-semaglutide capsules to be generally better tolerated than the Rybelsus® tablets that demonstrated instances of moderate nausea or diarrhea.

9The ~~Table~~follow-on ofstudies ~~Contents~~which were undertaken or are currently in progress during the fiscal year are as follows:

Chronic Dosing Animal Study (WEIGHT-A24-1)

This iswas an obese rat diabetic-conditioned study similar to a previous Lexaria study (DIAB-A22-1), with 12 study arms and 6-10 animals per arm. ~~The~~This study ~~has~~design ~~now~~provided ~~been~~investigation ~~completed with each study arm running~~ for 12 weeks to ~~allow time to~~ study weight loss pharmacokinetic (“PK”), and blood sugar control over time, followed by full data analysis and reporting. The initial eight study arms, studied varied DehydraTECH formulations of semaglutide and liraglutide, with and without the salcaprozate sodium "“SNAC"” technology currently found within Rybelsus® tablets, as well as varied DehydraTECH formulations of CBD. The following four study arms studied DehydraTECH formulations that were created using a combination of: (i) a select DehydraTECH-semaglutide formulation with a select DehydraTECH-CBD formulation and (ii) the DehydraTECH-liraglutide formulation with a select DehydraTECH-CBD formulation; each against a positive control arm of Rybelsus® and a placebo arm. On October 22 and October 24, 2024, the Company announced its study findings as collected on the initial eight study arms, noting that DehydraTECH-liraglutide (Group H) and select DehydraTECH-CBD formulations (Groups B, C, and D) outperformed the DehydraTECH-semaglutide formulations with respect to weight loss. These findings appeared to support Lexaria'’s belief that DehydraTECH-CBD may have utility in diabetic control. DehydraTECH-liraglutide (Group H) and select DehydraTECH-CBD formulations (Groups A and B) were also the top performers in the study for overall blood sugar level changes of -11.540%, 1.09% and -3.76% respectively. ~~Analyses~~On ofNovember 20, 2024, Lexaria published the 12-week weight-control ~~loss~~performance and blood sugar ~~changes~~control ~~for~~performance ~~the~~results ~~final~~for ~~four~~all study arms. The results indicated that, ~~along~~other than Lexaria’s Group A DehydraTECH-CBD study arm, all other DehydraTECH enhanced study arms outperformed the Rybelsus® control arm with respect to body weight-control and body weight-control improvement with statistically significant improvements over Rybelsus® by week 12. Subsequent brain and blood absorption pharmacokinetic results onwere only able to detect and report CBD levels from Groups A, B, C, D, I and J. Conversely, brain and/or blood absorption levels were only detectable for semaglutide in one treatment group, while neither brain nor blood absorption levels were detectable for semaglutide or liraglutide in all 12of ~~study~~the ~~arms~~other isgroups ~~currently~~dosed ~~underway~~with these compounds, including the Rybelsus® positive control group. The lack of detection in these semaglutide and liraglutide treatment groups was surprising given the indications of efficacy, which was suspected to be due to an underlying but undetermined analytical detection issue with the study samples.

Human Pilot Study #3 (GLP-1-H24-3)

The Company ~~has~~conducted ~~selected~~a ~~the contract research organization (“CRO”) for this study, manufactured the test articles, received Independent Review Board approval and has commenced dosing. This~~ human pilot study in upnine to(9) 10 healthy human volunteers ~~will~~to study, under fasted conditions, a single daily dose of oral ingested DehydraTECH-tirzepatide capsules (~~to be~~ compound-formulated using Zepbound® by Eli Lilly at a strength of 20 mg) administered over a seven-day period as compared to commercially available injectable Zepbound® at a strength of 2.5 mg to evaluate tolerability, PK, and blood sugar. ~~Zepbound®~~The isresults ~~currently~~as ~~administered~~announced byon ~~injection~~January ~~only~~14, 2025 and ~~was~~March ~~used~~18, as2025, ~~the~~evidenced that orally delivered DehydraTECH-tirzepatide ~~input~~produced ~~material~~fewer ~~for~~adverse ~~production~~events as compared to injected Zepbound® and, while having lower levels of blood delivery throughout the study, DehydraTECH-tirzepatide ~~capsules~~provided ~~under~~steady ~~investigation.~~and ~~Importantly,~~consistent ~~this~~rising ~~study~~in ~~will~~blood ~~evaluate~~levels ~~DehydraTECH~~as ~~effectiveness~~compared into ~~humans~~peak ~~with~~levels aof ~~dual~~blood ~~action~~delivery ~~GLP-1~~seen +with ~~GIP~~Zepbound® ~~drug~~within ~~while~~the ~~also~~2nd ~~doing~~day sofollowed ~~without~~by ~~the~~subsequent ~~SNAC~~declines. Importantly, ~~ingredient~~DehydraTECH-tirzepatide ~~found~~reached inblood ~~the~~level ~~Rybelsus®~~parity ~~semaglutide~~with ~~composition~~injectable ~~from~~Zepbound® ~~Human~~by ~~Pilot~~the ~~Studies~~end #1of ~~and~~the #2study.

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Human Pilot Study #5 (GLP-1-H25-5)

The Company conducted a human pilot cross-over study in ten (10) overweight human volunteers to investigate, under fasted conditions, daily administration of oral ingested DehydraTECH-liraglutide capsules (45 mg) administered over a seven-day period as compared to commercially available injectable Saxenda® at a strength of 0.6 mg to evaluate the potential of an oral version of liraglutide and to demonstrate comparable functional results of DehydraTECH-liraglutide to support a potential expedited FDA 505(b)(2) regulatory pathway. The partial results as announced on June 11, 2025 evidenced that orally delivered DehydraTECH-liraglutide produced fewer adverse events as compared to injected Saxenda® while having comparable measurements in blood glucose, insulin and body weight-control. Results from the pharmacokinetic component of the study are still being analyzed and will be reported upon once available.

Chronic Dosing Human Study (GLP-1-H24-4)

~~This~~As announced throughout the fiscal year, chronic human study GLP-1-H24-4 conducted in upAustralia towith ~~100~~Lexaria (AU) Pty Ltd acting as the sponsor, investigated 126 overweight, obese, pre-diabetic and/or type-2 diabetic human volunteers/patients. ~~has~~The ~~been~~primary ~~designed~~endpoint toin ~~dose~~this ~~daily~~study ~~using~~was ~~oral~~to ~~DehydraTECH~~assess ~~capsules~~impacts ~~for~~upon 12safety ~~weeks~~ and ~~evaluate~~ tolerability, ~~PK,~~based ~~weight~~on ~~loss,~~the ~~blood~~incidence ~~sugar~~of ~~levels~~treatment ~~and~~emergent ~~more~~adverse events. ~~The~~This ~~primary goal of this~~ study ~~will~~initially beincluded tothree ~~compare~~ DehydraTECH~~-processed~~ ~~semaglutide~~arms ~~capsules~~testing to DehydraTECH-CBD, ~~capsules alone~~ DehydraTECH-semaglutide and ~~together~~a in combination ~~- relative to a positive control over an extended period~~ of ~~time. Inclusion of~~ DehydraTECH-CBD in+ ~~this study will be undertaken to determine if the improvements in glycemic control and weight loss witnessed in Lexaria's previous animal study DIAB~~DehydraTECH-~~A22-1~~semaglutide ~~are evidenced in humans~~respectively. ~~This~~Performance ~~clinical~~across ~~trial~~these ~~will~~three beinitial ~~conducted~~study inarms ~~Australia~~was ~~and,~~being inmonitored ~~order~~compared to ~~take~~commercially ~~advantage~~available ofRybelsus® ~~potential~~as ~~research~~the ~~and~~positive ~~development~~study ~~tax benefits, Lexaria has incorporated a wholly-owned Australian subsidiary which will~~ control ~~this study~~group. ToOf ~~date~~note, ~~Lexaria~~the ~~(AU)~~DehydraTECH-semaglutide ~~Pty~~composition ~~Ltd~~being ~~has~~evaluated ~~hired~~used ~~the~~pure ~~Australian~~semaglutide ~~CRO~~processed towithout ~~oversee~~inclusion ~~execution~~ of ~~this~~the ~~study~~salcaprozate ~~and~~sodium ~~undertaken~~(“SNAC”) aingredient ~~comprehensive~~found ~~series~~in ofthe ~~study~~Rybelsus® ~~start up activities together with that CRO~~composition.

~~Mode~~In ofaddition, ~~Action~~this ~~and~~study ~~Performance~~was ofsubsequently expanded to incorporate an orally delivered DehydraTECH-tirzepatide arm to determine safety and tolerability on a larger patient population to advance the findings discovered with the human pilot study GLP-1 ~~Drugs~~-H24-3.

~~Lexaria~~On July 28, in2025, ~~partnership~~preliminary ~~with~~results at the ~~National~~8-week ~~Research~~interim ~~Council~~point of ~~Canada~~the ~~("NRC"),~~study ~~completed~~were anreleased. ~~applied~~The ~~research~~results ~~program~~regarding tothe ~~evaluate~~reduction ~~certain~~of ~~molecular~~adverse ~~characteristics~~events ofin ~~DehydraTECH~~patients ~~processed~~administered with ~~the GLP~~DehydraTECH-1semaglutide ~~drug,~~and ~~semaglutide,~~DehydraTECH-tirzepatide ~~related~~as compared to ~~its~~the ~~mode~~Rybelsus® control arm showed an encouraging reduction of ~~action~~gastrointestinal adverse events by 43.5% for patients dosed with DehydraTECH-semaglutide and ~~performance~~56.5% for patients dosed with DehydraTECH-tirzepatide, ~~using~~as ~~simulated~~compared ~~gastric~~to ~~fluid~~Rybelsus®. ~~thereby~~On ~~mimicking~~August ~~conditions~~14, in2025, the ~~human~~Company ~~gut.~~announced Athat ~~battery~~the ofimportant ~~testing~~study ~~methods~~milestone ~~was~~known ~~employed,~~as ~~including~~last ~~polyacrylamide~~patient ~~gel~~last ~~electrophoresis~~visit ~~("PAGE"),~~had ~~size~~been ~~exclusion~~achieved ~~chromatography~~in ~~("SEC")~~this study, ~~electrospray~~such ~~ionization~~that ~~mass~~full ~~spectrometry~~sample ~~("ESI-LCMS")~~ and ~~dynamic~~data ~~light~~analyses ~~scattering~~could ~~("DLS")~~then be undertaken pursuant to the late calendar-2025 final reporting objective.

~~This~~Rodent ~~work~~Biodistribution program examined the molecular properties of DehydraTECH-processed pure semaglutide in comparison to the commercially available semaglutide formulation Rybelsus® using simulated gastric fluid and thereby mimicking conditions in the human gut. Findings from the PAGE and SEC analyses in particular clearly showed not only that semaglutide was efficiently released in the simulated gastric fluid environment with each of two formulations tested, but also that the semaglutide in both formulations was likely in monomeric form. This result is compelling because the available published literature describing Rybelsus® notes that it occurs in simple monomeric form in the human gut due to its proprietary salcaprozate sodium ("SNAC") ingredient chemistry. This property is important because it allows for permeation of the gastric epithelium for delivery systemically by resisting a tendency to otherwise complex in the gut into larger oligomeric form. Therefore, it is encouraging that Lexaria's DehydraTECH technology also appears to achieve the desired monomeric form without the presence of SNAC. Findings from the DLS and ESI-LCMSS testing were less conclusive experimentally, although the latter also appeared to show monomerization of the semaglutide samples similar to the PAGE and SEC analyses.Study

In 2025, Lexaria undertook to conduct the first-ever study tracking biodistribution of fluorescently tagged semaglutide (“FTS”) in Sprague-Dawley rats, manufactured in two different test articles; one formulated to mimic Rybelsus®; and a second enhanced with DehydraTECH, but devoid of the other Rybelsus® excipients such as its SNAC ingredient, to determine whether the biodistribution of each article reflected any differences. As announced on September 19, 2025, the study results from ex vivo organ imaging revealed an interesting trend whereby, when tested against the naïve and vehicle groups, the DehydraTECH FTS composition demonstrated a predominantly higher apparent trend in brain biodistribution as compared to the Rybelsus® mimicking formulation. These results suggested that the efficacy of the DehydraTECH-semaglutide composition witnessed in Lexaria’s other studies may be linked to enhancements in brain tissue delivery and action, in turn supporting improved pharmacodynamic performance. Furthermore, perhaps to be determined through future testing, Lexaria noted in connection with these results that it may be conceivable that complementary biodistribution benefits might be derived through utilization of a similar DehydraTECH semaglutide composition combined with the Rybelsus® excipients, recognizing that marked safety and efficacy improvements were evidenced with DehydraTECH-processed Rybelsus® over Rybelsus® alone in Lexaria’s previous human pilot studies GLP-1-H24-1 and GLP-1-H24-2.

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Long Term Stability Testing

Lexaria is also actively studying the chemical and microbiological purity and stability of select DehydraTECH compositions that it has prepared for the above animal and human studies over an extended duration of 6-12 months. Along with improved tolerability, PK and efficacy performance, long term stability is crucial if oral variants of GLP-1 / GIP drugs are to be seriously considered as replacements for currently injectable versions of these drugs.

10Hypertension ~~Table~~Management ~~of Contents~~Investigation

Hypertension Phase 1b IND Trial HYPER-H23-1

The FDA provided Lexaria with a positive written response on August 10, 2022, from our pre-IND meeting regarding DehydraTECH-CBD for the treatment of hypertension. The FDA confirmed that it had agreed with Lexaria’s proposal to pursue a 505(b)(2) new drug application (“NDA”) regulatory pathway for our program. On January 29, 2024, Lexaria submitted its IND application with the FDA and it received a Study May Proceed letter from the FDA on February 29, 2024. Since ~~Manufacturing~~that ~~IND~~time, ~~drug~~Lexaria ~~product~~has ~~batches~~filed ~~has~~its ~~been~~Annual ~~performed~~Report ~~through~~for ~~our~~study ~~third~~HYPER-~~party~~H23-1 ~~contract~~to ~~manufacturer,~~maintain inits ~~compliance~~active ~~with~~status ~~current~~and ~~Good~~continues ~~Manufacturing~~to ~~Practice~~address ~~(“cGMP”)~~certain ~~regulations~~of ~~as mandated by~~ the FDA, ~~including stability testing. We have begun addressing certain FDA~~ conditions ~~and~~while ~~have~~also ~~commenced~~seeking ~~study~~funding ~~start-up tasks associated with preparing~~ to ~~perform study HYPER-H23-1, in order to be ready to~~ commence ~~this~~the study ~~in due course once Lexaria has raised sufficient funding~~.

The IND application was supported by the results of Lexaria’s five investigator-initiated human clinical studies of its DehydraTECH-CBD which were conducted between 2018-2023, in an aggregate total of 134 people, without recording a single serious adverse event (the “HYPER Studies”). The HYPER Studies evidenced significant reductions in resting blood pressure over both acute and multi-week dosing regimens alone and, in some cases, complementary to standard of care medications; suggesting that DehydraTECH-CBD has the potential to have broad therapeutic utility.

Business Development

Diabetes and Obesity

The U.S. Centers for Disease Control and Prevention (www.cdc.gov) has indicated that in the United States:

· About 38 million adults have diabetes, and 1 in 5 of them don'’t know they have it. · Diabetes is the eighth leading cause of death. · Type 2 diabetes accounts for about 90% to 95% of all diagnosed cases of diabetes; type 1 diabetes accounts for about 5% to 10%. · Diabetes is the No. 1 cause of kidney failure, lower-limb amputations, and adult blindness. · In the last 20 years, the number of adults diagnosed with diabetes has more than doubled. · Medical costs and lost work and wages for people with diagnosed diabetes total $413 billion yearly. · Medical costs for people with diabetes are more than twice as high as for people who don'’t have diabetes.

And that 1 in 5 children and 2 in 5 adults have obesity, which can result in numerous health conditions, including high blood pressure, heart disease and type 2 diabetes with costs to the US healthcare system reaching almost $173 billion a year.

In order to assist with battling these chronic health issues, GLP-1 drugs have recently been approved by the FDA for type two diabetes and weight loss management. Rybelsus® (semaglutide) is the only GLP-1 drug approved by the FDA for oral dosing to treat diabetes and weight loss. The FDA has also approved semaglutide marketed as Ozempic® and Wegovy®, ~~administered~~sleep ~~by injection~~apnea, tometabolic ~~treat~~dysfunction-associated ~~diabetes~~steatohepatitis and weight loss, ~~respectively~~management. All three of these drugs are owned and manufactured by Novo Nordisk®. Use of GLP-1 drugs has evidenced weight loss of between 10 pounds to 33 pounds, or more. One 68-week study of 667 people reported an average loss of 15% of body weight.

Anecdotal commentary also suggests that some patients are experiencing reduced cravings for alcohol, nicotine and opioids while taking GLP-1 drugs. Other trials are examining their effects on heart disease and even dementia in part because of evidence that GLP-1 drugs may reduce the build-up of the proteins amyloid and tau in the brain, thought to be partly responsible for Alzheimer’s disease.

~~Because~~10 ~~GLP-1~~Table ~~drugs have experienced FDA approvals as recently as 2021 and 2022, and because the health benefits~~ of this drug class are still being discovered and understood, the potential market size is unknown. Published reports are widely estimating $100 billion in sales per year, by 2030. At least one analyst from Guggenheim Partners published a note on September 12, 2023 in which he explained how “the total addressable market for these so-called incretin drugs could balloon to $150 billion to $200 billion.”Contents

~~Side~~Because ~~effects of~~ GLP-1 drugs ~~vary~~have ~~but~~experienced ~~can~~FDA ~~include~~approvals ~~nausea,~~as ~~vomiting,~~recently ~~diarrhea~~as 2025, and ~~more.~~because Athe ~~small~~health ~~number~~benefits of ~~GLP-1~~this ~~drugs~~drug ~~have~~class ~~already been tested or approved in oral format but some studies have reported worse side effects with the oral form. The drugs~~ are ~~also~~still being ~~investigated~~discovered ~~for~~and ~~their relationship to bone density~~understood, ~~muscle~~the ~~loss and more. Because of~~ potential ~~serious~~market ~~side~~size ~~effects,~~is itunknown. ~~may~~Published bereports ~~beneficial~~indicate tothat ~~treat patients with lower oral doses of~~ the ~~drugs,~~market ~~something~~size ~~that~~just ~~Lexaria’s~~for ~~DehydraTECH technology may enable if it can improve~~ the ~~PK performance of GLP~~anti-1obesity ~~drugs~~market ~~through~~in ~~oral~~2030 ~~capsules. For~~will ~~this~~be ~~reason,~~$100 ~~Lexaria~~billion ~~has spent the majority~~ of ~~calendar~~which ~~2024~~$25 ~~performing~~billion ~~human~~has ~~pilot~~been ~~studies~~projected ~~and~~for ~~animal studies on DehydraTECH-enhanced GLP-1 and GIP drug formulations to determine if better efficacy with reduced side effects will occur utilizing~~ the ~~DehydraTECH~~oral ~~patented~~market ~~technology~~share.

11Side ~~Table~~effects of ~~Contents~~GLP-1 drugs vary but can include nausea, vomiting, diarrhea and more. A small number of GLP-1 drugs have already been tested or approved in oral format but some studies have reported worse side effects with the oral form. The drugs are also being investigated for their relationship to bone density, muscle loss and more. Because of potential serious side effects, it may be beneficial to treat patients with lower oral doses of the drugs, something that Lexaria’s DehydraTECH technology may enable if it can improve the PK performance of GLP-1 drugs through oral capsules. For this reason, Lexaria has spent the majority of calendar 2025 performing human pilot studies and animal studies on DehydraTECH-enhanced GLP-1 and GIP drug formulations to determine if better efficacy with reduced side effects will occur utilizing the DehydraTECH patented technology.

Hypertension

As identified by the World Health Organization Global report on hypertension: the race against a silent killer published on September 19, 2023 (https://www.who.int/~~news-room~~teams/~~fact~~noncommunicable-~~sheets~~diseases/~~detail/~~hypertension-report) approximately 1.283 billion people worldwide suffer from hypertension - elevated blood pressure - and it is recognized as one of the world’s top health problems. Only 21% of people with hypertension have it under control ~~which~~with ~~demonstrates~~four ~~enormous~~out ~~unmet need. Among persons 50 years~~ of ~~age~~every orfive ~~older,~~people ~~isolated~~with ~~systolic~~ hypertension isnot ~~the~~being ~~most~~adequately ~~common~~treated. ~~form~~High ~~of hypertension, and~~ systolic blood pressure ~~can~~(identified beas ~~more~~a ~~important~~silent ~~than~~killer ~~diastolic~~in ~~blood~~the ~~pressure~~report) asis annoted ~~independent~~as ~~risk~~being ~~predictor~~responsible for ~~coronary~~more ~~events,~~than ~~stroke,~~10 ~~heart~~million ~~failure,~~deaths ~~and end-stage renal disease~~annually.

Drugs focused on blood pressure and related conditions are some of the best selling drugs in the world. ~~Lipitor™,~~Those used to treat high cholesterol, ~~and~~ reduce the risk of heart disease, ~~has generated $163 billion in revenue from 1992 (https://www.statista.com/statistics/1089322/top-drugs-by-lifetime-sales-globally/) until 2021. Plavix™ is used to~~ prevent heart attack and stroke, have ~~has~~been ~~sold~~able to generate $841 billion ~~from~~per ~~1992~~year ~~until~~or ~~2017~~more in revenue (https://www.~~forbes~~statista.com/~~sites~~statistics/~~simonking~~1089322/~~2013/01/28/the~~top-~~best-selling-~~drugs-ofby-~~all~~lifetime-~~time~~sales-~~humira-joins-the-elite~~globally/). ~~There are several hypertension drugs that each generate $1 billion per year or more in revenue.~~ Treatment-~~resistent~~resistant hypertension, valued at $43 million in 2023 and expected to reach $159.4 million by 2033 (https://www.futuremarketinsights.com/reports/treatment-resistant-hypertension-management-market).

Lexaria is determined to fill the need for a safe, effective, tolerable treatment for hypertension and have a meaningful impact on comorbidity-related costs and deaths with our DehydraTECH-CBD. In pre-clinical and exploratory studies conducted to-date, Lexaria has evaluated through in vivo, in vitro, and human clinical testing the repeatedly evidenced efficacy in utilizing DehydraTECH-CBD to reduce blood pressure while avoiding serious negative adverse effects. Efficacy and lack of negative side effects are two major objectives of FDA-registered clinical studies. With the favorable results from our 2021-2023 HYPER programs, we submitted an Investigational New Drug (“IND”) application which received a Study May Proceed letter from the U.S. Food and Drug Administration (“FDA”) on February 28, 2024 for the development of Lexaria’s DehydraTECH-CBD for the treatment of hypertension pursuant to a 505(b)(2) new drug application (“NDA”) regulatory pathway. This abbreviated pathway typically enables a quicker route to commercial approval than a traditional 505(b)(1) NDA pathway.

Lexaria’s IND-enabling program is made possible through successfully completed studies that have provided support for more ambitious commercial goals. The successful results from HYPER-H21-4, HYPER-H21-3, HYPER-H21-3, HYPER-H21-1 and our 2018 human clinical study, along with a number of successful animal studies demonstrating pharmacokinetic (“PK”) performance; and the molecular characterization work completed through Canada’s National Research Council, have together established a strong body of evidence for Lexaria’s DehydraTECH-CBD. These studies have shown that DehydraTECH-CBD demonstrates superior bio absorption upon oral administration and is effective at reducing blood pressure with no significant unwanted side effects.

Licensing

Lexaria has strategically structured its organization to obtain the most value from its DehydraTECH patented technology and has provided its subsidiary companies with exclusive rights to use DehydraTECH or sublicense DehydraTECH with specific molecules, namely, ~~CBD,~~all ~~Nicotine~~molecules, ~~and all~~ other ~~molecules~~than nicotine, for ~~solely~~pharmaceutical ~~nutraceutical~~ products; ~~and~~ all molecules, other than nicotine, or cannabis for ~~pharmaceutical~~nutraceutical products; CBD; and Nicotine.

~~Lexaria~~11 ~~Nicotine~~Table ~~LLC, (16.667% owned by Altria Ventures Inc.) holds the exclusive rights to the use or sublicense~~ of DehydraTECH with nicotine molecules. As at the fiscal year ended August 31, 2024, Lexaria Nicotine LLC has one perpetual non-exclusive global license issued to Altria Client Services LLC for DehydraTECH-Nicotine.Contents

InLexaria ~~January~~Nicotine ~~2021~~LLC, ~~Lexaria’s~~(16.667% ~~wholly-~~owned ~~subsidiary,~~by ~~Lexaria~~Altria ~~CanPharm~~Ventures ~~ULC~~Inc.) ~~sold~~holds ~~its~~the exclusive ~~license~~ rights ~~and~~to ~~assigned all sublicenses for~~ the use or sublicense of DehydraTECH with ~~non-pharmaceutical~~nicotine ~~THC-related assets to Hill Incorporated (formerly Hill Street Beverage Company Inc~~molecules.) ~~("Hill~~As ~~Inc.").~~at ~~The~~the ~~remaining~~fiscal ~~consideration~~year ~~outstanding~~ended ~~for~~August ~~the~~31, ~~acquisition of this license~~2025, isLexaria aNicotine ~~promissory~~LLC ~~note~~has ~~bearing~~one anperpetual ~~original~~non-exclusive ~~value~~global oflicense ~~CDN$2~~issued ~~million~~to ~~which~~Altria isClient ~~reduced~~Services ~~quarterly~~LLC ~~based on royalty payments of 5% of the gross proceeds received by Hill Inc. from DehydraTECH infused products or sublicenses issued~~ for ~~the use of~~ DehydraTECH-Nicotine.

Lexaria Hemp Corp. holds the exclusive license to the use of DehydraTECH with cannabis that contains less than 0.3% THC for non-pharmaceutical products. As at the fiscal year ended August 31, ~~2024~~2025, Lexaria Hemp Corp. had the following active licenses:

· Non-exclusive license with Hill Inc. for all product formats globally; · Non-exclusive license with Boldt Runners Corporation for oral pouch and oral mulch products in the US, South Africa and Japan; · Non-exclusive license with ~~Cannfections Group Inc. for chocolates and candy in Canada; · Non-exclusive license with~~ Bevnology LLC for all product formats globally excluding Japan, Korea and China; · Non-exclusive license (other than the rights held by Hill Inc. and Boldt Runners Corporation) with Premier Anti-Aging Co. Ltd. (as assigned pursuant to its absorption merger with Premier Wellness Science Co. Ltd.) (“Premier”) for all product formats in Japan (expired August 31, 2025).

12Premier, ~~Table~~a cosmetics and skin-care company listed on the Tokyo Stock Exchange, amended its exclusive perpetual license to a non-exclusive license ending on August 31, 2025. The amended license required quarterly payments of ~~Contents~~US$84,000 until August 31, 2024 and thereafter quarterly payments of US$174,000 until August 31, 2025.

Premier, a cosmetics and skin-care company listed on the Tokyo Stock Exchange, amended its exclusive perpetual license to a non-exclusive license ending on August 31, 2025. The amended license required quarterly payments of US$84,000 until August 31, 2024 and thereafter quarterly payments of US$174,000 until the end of the term.

In addition to the minimum payments, Lexaria will also receive royalty revenue from DehydraTECH licensed product sales under the agreed terms.

Lexaria Pharmaceutical Corp. (“LEXX Pharma”) holds the exclusive rights to license DehydraTECH in connection with all molecules other than ~~cannabis and~~ nicotine, with ~~the~~respect ~~exception that it can produce and sublicense rights~~ to ~~produce cannabis~~ DehydraTECH products that required physician consultation and were intended to treat a therapeutic indication. On July 26, 2023 LEXX Pharma agreed to limit its exclusive rights to the use or sublicense of DehydraTECH for all of the noted molecules solely in connection with products that were created with the intention to treat a therapeutic indication and required physician consultation. As of the fiscal year ended August 31, ~~2024~~2025 LEXX Pharma had the following active licenses:

	·	Non-exclusive license with AnodGen Bioceutical for pharmaceutical and medical product applications incorporating DehydraTECH-infused psychoactive cannabinoid powders and medical product applications incorporating DehydraTECH-infused non-psychoactive cannabinoid powders within Europe including the UK, Australia and New Zealand. This license is dormant and we are not aware if AnodGen will be capable of exercising their business plan.
	·	Non-exclusive license with Valcon Medical A/S for bulk powder formats, as solid oral dosage forms such as powder-filled capsules, and compressed tablets, pills and oral melts, and in topical creams or lotions with or without patch integration that incorporate DehydraTECH-infused cannabinoids for the purposes of medical product applications within Europe including the UK. Valcon has not communicated their intentions or timeline of development of products utilizing this license.
		Exclusive license with Lexaria (AU) Pty Ltd for the use of DehydraTECH-CBD formulation 2.0, DehydraTECH-semaglutide and DehydraTECH-tirzepatide for pharmaceutical products to treat weight-loss and diabetes in the territory of Australia

On July 26, 2023, Lexaria issued its subsidiary, Lexaria Nutraceutical Corp., an exclusive license to the use of DehydraTECH for all molecules, excluding those associated with nicotine or cannabis, solely in association with non-pharmaceutical products. As at the fiscal year ended August 31, ~~2024~~2025, Lexaria Nutraceutical Corp. had the following active licenses:

	·	Non-exclusive license with Bevnology LLC for various non-pharmaceutical product formats in the US;
	·	Exclusive, world-wide, perpetual and sublicenseable license with SulfoSyn Limited for the use of DehydraTECH with the molecule sulforaphane;

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Hill Inc. is the only non-subsidiary company that holds the exclusive license rights to use and sublicense DehydraTECH. This license is limited to non-pharmaceutical products that contain 0.3% or greater amount of THC. Lexaria CanPharm ULC continues to hold a promissory note payable by Hill Inc. in connection with the assignment of these exclusive rights, with the promissory note bearing an original value of CDN$2 million and incurring 10% interest annually, which is reduced quarterly based on royalty payments of 5% of the gross proceeds received by Hill Inc. from DehydraTECH infused products or sublicenses issued for the use of DehydraTECH.

Competition

The biopharmaceutical industry is characterized by intense competition and rapid innovation. We believe the key competitive factors that will affect the development and commercial success of any DehydraTECH enhanced product candidates are efficacy, safety, tolerability, reliability, convenience of use, price, and reimbursement. We face competition from segments of the pharmaceutical, biotechnology and other related markets that pursue the development of API delivery platforms. We anticipate facing intense and increasing competition as new more advanced API delivery technologies become available. There can be no assurance that our competitors are not currently developing, or will not in the future develop, technology that is ~~equally~~equivalent or more effective, or is more economically attractive than any of our current or any enhanced versions of DehydraTECH.

Our competitors may be able to develop other drug delivery platforms that are able to achieve similar or better results than DehydraTECH. Our competitors include major multinational pharmaceutical companies, established biotechnology companies, specialty pharmaceutical companies, universities, and other research institutions. Many of our competitors have substantially greater financial, technical, and other resources, such as larger research and development staff and experienced marketing and manufacturing organizations and well-established sales forces. Established pharmaceutical companies may also invest heavily to accelerate discovery and development of novel therapeutics or to in-license novel therapeutics that could make DehydraTECH-enabled product candidates obsolete. Smaller or early-stage companies may also prove to be significant competitors, particularly as they develop novel approaches to oral or topical drug delivery that DehydraTECH is focused on.

Mergers and acquisitions in the biotechnology and pharmaceutical industries result in even greater concentration of resources and capital in our competitors. Our competitors, either alone or with collaborative partners, may succeed in developing, acquiring, or licensing API delivery technologies that are more effective, safer, more easily commercialized or less costly than DehydraTECH.

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Competition in alternative health sectors and consumer products in the U.S. is fierce. We expect to encounter competitive threats from existing and new participants in the sector with competing technologies. Food supplements, organic foods, and health food markets are all well established and the Company and/or its licensees will face many challenges within these markets. Although Poviva Corp. has filed patent applications to protect intellectual property, there is no assurance that patents beyond those already issued will be granted nor that other firms may not file superior patents pending. Lexaria is aware of other competing technologies that claim to also enhance the bio absorption of bioactive molecules as DehydraTECH has repeatedly demonstrated through in vitro and in vivo scientific testing. By and large, these technologies are mostly forms of nanotechnology that generally claim to enable the formation of microencapsulated microemulsions of active ingredients. These technologies can enable exceptional water solubility of ingredients and can impart improved intestinal bio absorption as a result, but do not necessarily offer the breadth of performance and value enhancing benefits that Lexaria’s DehydraTECH technology offers to its licensees.

Competition in nicotine, alternative nicotine delivery and nicotine cessation sectors in the U.S. is comprised of long-established entities, brands, and new technologies competing to create less harmful options. The sectors are complicated by the significant historical empirical data of older products or technologies versus the more limited published supporting data regarding the effects of new products or technologies. Due to the size of the sectors, we expect to encounter competitive threats from existing participants and unknown new entrants. There is no assurance that other technologies already deployed, or in development, will not form the basis of product formats that competitors or consumers choose to utilize. It is also possible that historic delivery methods that have been in use and the familiarity with them may prevent adoption of products utilizing DehydraTECH in alternative delivery formats. Competing technologies or products may utilize known delivery formats or entirely new and unforecastable formats. Lexaria has demonstrated through scientific testing that DehydraTECH delivers nicotine rapidly and effectively through oral delivery. We believe that if we can educate and influence consumers to adopt a food-grade edible product format, and if US regulatory bodies authorize such format, we may be able to offer a competitively successful new product format that utilizes DehydraTECH.

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While we are an early adopter providing technology to the cannabinoid sector, there are a large number of public companies that have claimed to be involved in the sector in some fashion, and an unknown number of private companies. Our current strategies may prove to be ineffective as the sector grows and matures, and if so, we will have to adapt quickly to changing sectoral circumstances. Accordingly, the Company intends to aggressively pursue technology out-licensing opportunities not only within the cannabinoids and nicotine sector where we are already active, but also across other sectors where DehydraTECH is patent allowed and/or pending, including opportunities in the vitamin and supplements sector and the pain relief sector.

Lexaria believes DehydraTECH offers a host of benefits beyond what competing technologies can offer, including enhanced pharmacokinetic performance of APIs into the bloodstream and into brain tissue, reduced adverse reactions, superior oral palatability, a more appealing and all-natural ingredient compositional profile from an oral product and beverage formulation perspective, more predictable time of delivery into bloodstream and certain target tissues, and superior scalability and cost effectiveness from a manufacturing perspective. Lexaria believes that DehydraTECH is significantly distinguished from competing technologies in these respects and has a view of growing the breadth and number of licensees who will adopt DehydraTECH into their product offerings. Lexaria believes that these competitive advantages together with our wealth of scientific data showing noteworthy bio absorption enhancements with DehydraTECH constitute a compelling value proposition for its prospective licensees. We intend to continue to pursue license arrangements in the multiple bioactive ingredient sectors identified in its issued and pending patent applications.

Compliance with Government Regulation

The U.S. Farm Bill, was passed in December 2018, and removed certain restrictions on advertising, marketing, banking, and other financial services as well as allowing interstate commerce for hemp and hemp-derived CBD. It also facilitated the removal of barriers for intellectual property protections under federal law such as patents and trademarks. However, the Farm Bill preserves the FDA’s authority to regulate products that contain hemp-derived CBD and to date the FDA has not issued an approval for any CBD products, other than one cannabis-derived and three cannabis-related drug products. Accordingly, the ambiguity regarding the incorporation of CBD into ingested and topical products has had significant impacts on the industry segments to which we license DehydraTECH and could potentially change some of the regulatory compliance risks that may affect our business.

As well, while more than thirty-nine states in the U.S. have passed some form of legislation related to that state’s permission to grow, cultivate, sell, or use marijuana and/or CBD for medical purposes or for recreational use, legislation is not necessarily harmonious between states and in most circumstances, it is not legal to transport cannabis-related products across state lines.

Lexaria legally conducts R&D on cannabis ingredients in our Canadian federally licensed laboratory in compliance with all federal and local Canadian laws. We abide by U.S. federal law that provides for certain exemptions for agricultural hemp and certain by-products to be manufactured and sold in the U.S. DehydraTECH is only licensed to those companies that have met and comply with state regulations for the sale and distribution of cannabis related products in their licensed operating territories.

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DehydraTECH has applications in completely separate sectors such as GLP-1/GIP drugs, vitamins, CBD for applications under pursuit for medical applications registered with the FDA, and nicotine. We are continuing formulation development for research and validation purposes in each of these areas. We have a formal relationship with the Altria Group and have conducted R&D with that company related to the possible development of nicotine oral products. If we do enter any of these sectors, we may be exposed to and of necessity may have to comply with all local, state, and federal regulations in each of those sectors. As a result of the possibility of Lexaria being involved in a number of disparate business sectors, compliance with government regulations could require significant resources and expertise from our Company.

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Employees and Contractors

We utilize employees and consultants for the Company’s intellectual property development and licensing, and business operations. Our Company relies on the business and technical experience of our existing management, on the technical abilities of consulting experts, and on the technical and operational abilities of its operating partner companies to identify and evaluate business opportunities. We currently have seven full-time salaried employees under contract and may add personnel to expand our internal R&D capacity. None of our employees are represented by a labor union and we consider our employee relations to be good. We outsource virtually all analytical work to independent third-party laboratories located in the USA, Canada, Europe, and ~~Europe~~Australia.

Our executive personnel are entitled to incentives as set by our Compensation Committee. All executives, directors, employees and select ~~contractors~~consultants are eligible for participation in the Company’s equity incentive plan, the primary purpose of which is to attract, retain and motivate our team members by granting stock-based compensation awards.

Subsidiaries

Lexaria Bioscience Corp. has the following wholly owned subsidiaries:

	·	Lexaria CanPharm ULC (which is wholly-owned by Lexaria CanPharm Holding Corp.),
	·	Lexaria CanPharm Holding Corp.,
	·	Poviva Corp.,
	·	Lexaria Hemp Corp.,
	·	Kelowna Management Services Corp.,
	·	Lexaria Nutraceutical Corp.,
	·	Lexaria Pharmaceutical Corp., and
	·	Lexaria (AU) Pty Ltd.

and our majority owned (83.333^.%) subsidiary Lexaria Nicotine LLC. Altria Ventures Inc. owns a 16.667% equity interest along with certain other rights in Lexaria Nicotine LLC.

Available Information

Lexaria’s common stock is quoted on the Nasdaq under the symbol “LEXX” and certain warrants, which are set to expire on January 14, 2026, are quoted under “LEXXW”. We file annual, quarterly, and current reports, proxy statements and other information with the U.S. Securities Exchange Commission (the “SEC”). These filings are available to the public on the internet at the SEC’s website at http://www.sec.gov. Lexaria Bioscience Corp. is also deemed to be a British Columbia based reporting issuer in Canada and as such, we are required to file certain information and documents at www.sedarplus.ca.

Our corporate website is www.lexariabioscience.com. This website address is not intended to function as a hyperlink and the information contained on our website is not intended to be a part of this Report. We make available free of charge on https://www.lexariabioscience.com/investors/regulatory-filings/ our annual, quarterly, and current reports, and amendments to those reports if any, as soon as reasonably practical after we electronically file such material with, or furnish it to, the SEC. Further details on our research programs are provided in our ~~2023~~2024 and ~~2024~~2025 Form 10-K and Form 10-Q filings. We may, from time to time, provide important disclosures to investors by posting them in the Investor Relations section of our website.

The address of our principal executive office and research laboratory is #100–740 McCurdy Road, Kelowna, British Columbia, Canada V1X 2P7. We maintain our registered agent’s office and our U.S. business office at Registered Agents Inc. 401 Ryland Street, Ste. 200A, Reno, NV 89502. Our telephone number is (250) 765-6424.

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Item 1A. Risk Factors

Lexaria operates in the intensely competitive biotechnology industry and is subject to numerous risks. Investment in this sector involves a high degree of risk. You should carefully consider the risks described below as well as other information in this report. The occurrence of any of the events, circumstances or developments described below could materially and adversely affect our business, financial conditions, results of operations and our future prospects. Our actual results could differ from those in forward looking statements as a result of numerous factors including the risks described below.

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A. Risks Associated with our Business and Industry

DehydraTECH-enabled pharmaceutical products may not successfully proceed to commercialization.

The advancement of DehydraTECH-enabled pharmaceutical products will be subject to successful completion of multi-phase testing under significant regulatory requirements and testing protocols, such as those required by the US Food and Drug Administration (FDA) and comparable foreign regulators. While we have seen success in our animal studies and in many of our human pilot studies and exploratory human studies, it is possible that setbacks may occur in advanced clinical trials due to lack of efficacy or adverse safety profiles, notwithstanding promising results in such earlier studies. The effects of such reversions could cause significant delays or abandonment of testing with negative effect to our business through financial loss, industry credibility and/or a temporary or permanent decline in valuation of our Company.

If we are unable to retain and hire qualified personnel, we may not be able to implement our business plan successfully.

In developing DehydraTECH, we rely upon our employees, consultants, contractors, and collaborators. Our current business prospects are dependent on the principal members of our executive team, the loss of whose services could make it difficult for us to manage our business successfully and to achieve our business objectives. The loss of the services of any key research, product development, regulatory and technical personnel, or our inability to hire new personnel with the requisite skills, could restrict our ability to carry out our R&D programs and/or develop our product candidates. Each position in a small company carries relatively greater duties and responsibilities than that position would in a larger organization. The loss of any of our key personnel could result in severe disruptions to our operations and business plans. Our ability to identify, attract, integrate, and retain additional qualified key personnel is critical to our success. Competition for skilled research, product development, regulatory and technical personnel is intense, and we may not be able to recruit and retain the personnel we need.

We face substantial competition, which may result in others discovering, developing and/or commercializing technology or products similar to ours before or more successfully than us.

Our commercial and/or licensing opportunities may be reduced or potentially eliminated if our competitors develop and commercialize products utilizing a similar technology that compete directly with those incorporating DehydraTECH. Significant delays in the development of our product candidates could allow competitors to bring products to market before us, which may impair the ability to commercialize our product candidates. This could result in reduced sales and negative pricing pressure on our technology, lessening our ability to increase or even sustain revenues and causing deterioration of market prospects.

Our competitors could also develop drugs that are more effective, more widely used and less expensive than our technology supports. They may also be more successful in manufacturing and marketing their products. Competitors could acquire regulatory approval of their products before we are able to obtain patent protection or other intellectual property rights, limiting our ability to license our respective patents and/or develop or commercialize a product candidate. These appreciable advantages could render our product candidates non-competitive or obsolete before we can recover the expenses of research, development, and commercialization.

Our competition includes pharmaceutical and biotechnology companies, educational institutions, and research foundations. They may have substantially greater capital resources, research and development workforce and facilities and superior marketing experience than Lexaria. They may be able to respond more rapidly to new regulations and/or devote greater resources to the development and promotion of their business model. These third parties compete with us in recruiting and retaining qualified scientific and management personnel, establishing clinical trial sites and patient registration for clinical trials, and in acquiring technologies and technology licenses competitive to our programs or of potential use to our business.

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Early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Mergers and acquisitions in the pharmaceutical and biotechnology industries may result in even more resources being concentrated among a smaller number of our competitors and could increase their ability to rapidly gain market share.

As a result of these factors, management cannot be certain that the Company will be able to compete against current or future competitors or that competitive pressure will not seriously harm our business.

16Any ~~Table~~failure ofin ~~Contents~~protecting our intellectual property may have a negative impact on our ability to develop and license DehydraTECH.

Any failure in protecting our intellectual property may have a negative impact adverse effect on our ability to develop and license DehydraTECH.

Because patents involve complex legal and factual questions, the issuance, scope, validity, and enforceability of patents cannot be predicted with certainty. Some of our patent pending applications may not be granted as patents. Even if patents are issued, they may not be granted with claims of sufficient breadth to protect DehydraTECH technology or may not provide us with a competitive advantage over other products or technologies. Issued patents may be challenged, invalidated, or circumvented. If they are invalidated or found to be unenforceable, we could lose the ability to exclude others from making, using, or selling the inventions claimed. An issued patent does not give us the automatic right to use the patented technology or commercialize a product using the technology. Third parties may have blocking patents that could be used to prevent us from developing our products, selling our products, or commercializing our DehydraTECH technology. Others may also independently develop products or technologies similar to those that we have developed or may reverse engineer or discover our trade secrets through proper means.

Technological R&D in the bioscience industry involves a lengthy, expensive process with an uncertain outcome. We may incur additional costs or experience delays in completing, or ultimately be unable to complete our studies or trials.

We could encounter numerous unintended and unforeseen events including but not limited to the following:

· regulators or institutional review boards (“IRBs”), or ethics committees may not authorize us or our investigators to commence a study or trial at a prospective trial site. There is no assurance that we will be able to satisfy their approval conditions in a timely fashion if at all, whether due to financial or other unforeseen constraints; · the ability or failure to reach acceptable terms with prospective trial sites and contract research organizations (“CROs”). These terms can be subject to extensive negotiation and may vary significantly among different CROs and trial sites; · the IRB may disagree with our design or change the requirements for approval even after it has incorporated their review and comments; · authorities may impose a hold on or suspend a program due to any number of factors, including a request for further information or other administrative actions, results of competitors’ programs, noncompliance with changing regulatory requirements or a finding that the participants are being exposed to unacceptable health risk or changes in governmental regulations; · studies or trials of various APIs may produce negative or inconclusive results. We may decide or regulators may require us to conduct additional studies or trials. We may decide to abandon development programs related to those APIs; · the number of participants required may be larger than anticipated. Participants may drop out or fail to return for follow-up at a higher rate than we anticipate. Initial enrolment may take longer than scheduled. We may be unable to recruit a sufficient number of suitable participants; · the participants and sites in our studies or trials may not comply with required protocols rendering the results insufficient or uninterpretable; · the cost of studies or trials of an API may be greater than anticipated and we may lack adequate funding to continue; · any changes in regulatory requirements and guidance that require amending or submitting new protocols; · regulators may require the submission of additional data or impose other requirements before granting permission to proceed.

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Our R&D costs will increase with delays in testing and/or regulatory approvals. We do not know whether any of our projected studies or trials will begin as planned, will need to be restructured once commenced, or will be completed on schedule, or at all. Any delays in our development programs could significantly impact our share value, business prospects, financial condition, and results of operations.

If we are unable to obtain and maintain sufficient patent protection, or if the scope of the patent protection is not sufficiently broad, our competitors could develop technology similar to ours.

We may not be able to effectively enforce our intellectual property rights throughout the world. Our ability to protect and enforce our intellectual property rights may be adversely affected by unforeseen changes in foreign intellectual property laws. Patent laws of some foreign countries do not provide protection to the same extent as the laws of the United States. These factors could make it difficult for us to stop the infringement of our patents or the misappropriation of our intellectual property rights. Legal actions to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and resources from other aspects of our business. We cannot ensure that we will be able to initiate or maintain legal efforts in all jurisdictions which could limit the markets for our technology and reduce possible future revenues.

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We are dependent on the services of third parties and unsatisfactory performance will negatively affect our Company.

We rely on third parties to conduct, supervise, and monitor our R&D programs. Third-party service providers are not our employees, and except for remedies available to us under contract, we cannot control whether or not they devote sufficient time, skill, and resources to our programs. We remain responsible for ensuring that each of our programs are conducted in accordance with the applicable protocol, legal, regulatory and scientific standards.

If third parties do not successfully carry out their contractual duties in meeting expected deadlines or not conducting our R&D programs or preclinical studies as prescribed, if the quality or accuracy of the data they obtain is compromised due to the failure to adhere to our protocols, regulatory requirements or for other reasons, we or our collaborators may be subject to regulatory enforcement or other legal actions.

Resultant data generated in our preclinical programs may be deemed unreliable and our studies and trials may need to be repeated, extended, delayed, or terminated. We may be delayed in or unable to obtain marketing approvals for our product candidates or to successfully commercialize our product candidates. As a result, our results of operations and the commercial prospects for our product candidates would be harmed, our costs could increase and our ability to generate revenues could be delayed.

We also rely on third party suppliers and manufacturers to provide us with the facilities, materials, and services to manufacture our DehydraTECH compounds for our research programs and our B2B customers. It is possible that such third parties may not successfully carry out their contractual obligations, meet expected deadlines, adhere to our protocols, or comply with regulatory requirements. This could result in lost revenue or program delays. Demand for our services may be adversely affected if customers lose confidence in the quality of our services or the industry’s practices. Adverse publicity may discourage businesses from contracting our services and could have a material adverse effect on future revenue generation.

Agreements with third parties conducting services on our behalf might terminate for a variety of reasons, including a failure to perform by the third parties. If any of these terminate, we may be unable to enter into arrangements with alternative providers or to do so on commercially reasonable terms. Switching or adding additional third parties ~~involve~~involves increased management time, focus, regulatory approvals and/or additional cost. Any delays in our manufacturing capabilities or research studies may have a material adverse impact on our business, financial condition and prospects.

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Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or our user data could result in the loss or misuse of such data, which could harm our business and reputation and diminish our competitive position.

Awareness and sensitivity to personal data breaches and cyber-security threats is at an all-time high. Our computer systems and those of our contractors and consultants are vulnerable to damage from unauthorized access, computer viruses, telecommunications and electrical failures, and natural disasters. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our R&D programs. We depend on digital technologies for the successful operation of our business, including corporate email communications to and from employees, licensees, consultants and third-party providers, collection, use and retention of investor data, security systems with respect to our Health Canada licensed laboratory and maintenance of confidential information.

As part of our business model, we collect, retain, and transmit confidential information over public networks. We may be vulnerable to targeted or random personal data or security breaches, acts of vandalism, computer malware, misplaced or lost data, programming and/or human errors, or other similar events. Any misappropriation of our internal confidential or personal information gathered, stored or used by us, be it intentional or accidental, could have a material impact on the operation of our business, including severely damaging our reputation and our relationships with licensees, employees and investors. We may incur further significant costs implementing additional security measures to protect against new or enhanced data security or privacy threats, or to comply with current and new international, federal, and state laws governing the unauthorized disclosure of confidential and personal information which are continuously being enacted. We could also experience loss of revenues resulting from unauthorized use of proprietary information including our intellectual property. We could also face sizable fines, significant breach containment and notification costs to supervisory authorities and the affected data subjects, and increased litigation as a result of cyber security or personal data breaches.

We may be subject to claims that our employees, consultants, or independent contractors have wrongfully used or disclosed alleged trade secrets.

We employ, and may employ in the future, individuals who were previously employed at other biotechnology or pharmaceutical companies, including our competitors or potential competitors. We could be subject to claims that the Company or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers. Successful claims could result in our loss of valuable intellectual property rights or personnel in addition to suffering monetary damages. Even if we are successful in any litigation, it could result in substantial costs and be a distraction to management with an adverse impact on our business.

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B. Risks Associated with our Financial Condition

There is substantial doubt as to our ability to continue as a going concern, which may affect our ability to obtain future financing and may require us to curtail or cease our operations.

Our consolidated financial statements as of August 31, 2025 were prepared under the assumption that we will continue as a going concern. As of August 31, 2025, we had unrestricted cash and cash equivalents of approximately $1.8 million to settle $1.5 million in current liabilities. Our ability to continue as a going concern will depend on our ability to obtain additional equity, effect a collaborative or strategic partnership, reduce or contain expenditures, and, ultimately, to generate revenue. Based on these factors, management determined that there is substantial doubt as to our ability to continue as a going concern.

If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our audited financial statements, and it is likely that investors will lose all or part of their investment. If we seek additional financing to fund our business activities as a result of the substantial doubt as to our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all.

Without additional financing to develop our business plan, our business may fail.

We have generated only minimal revenue from our business and anticipate that we will need to raise further financing to conduct and grow our business. We can provide no assurance that we will be able to secure such financing. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing security-holders.

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The longer-term growth of our business depends on our ability to expand our portfolio of patents and industry segments where DehydraTECH is demonstrably applicable, which may require substantial financial resources and may ultimately be unsuccessful.

There can be no assurance that we will achieve significant revenues or profitable operations or will generate adequate funds to continue our intellectual property development. Many factors, such as competition, patent protection, appropriate regulatory approvals, availability of personnel, and market acceptance of our services can influence the revenue and profitability potential. As a result, we may experience material fluctuations in future operating results on a quarterly and annual basis which could materially affect our business, financial condition, and operating results.

The R&D programs required to develop the evidence that DehydraTECH’s demonstrated efficacy also works with other APIs and molecules ~~to develop the evidence~~ may ultimately be unsuccessful. We cannot be certain that our overall business model within any particular sector will ever come to fruition, and even if they do, ~~may~~will ~~not~~ generate meaningful profits. We may not recover all or any portion of our capital investment in our research and technology development, marketing, or other aspects of the business.

We may enter into collaborations with third parties for the development and commercialization of our product candidates. If we fail to enter into such collaborations, or such collaborations are not successful, we may not be able to capitalize on the market potential of our product candidates.

We face significant competition in seeking appropriate partners. Our ability to reach a definitive agreement in any collaboration depends in part on our assessment of their resources, expertise and intent, the terms and conditions of the proposed agreement and the evaluation of numerous factors by the proposed collaborator. Our ability to generate revenues from these arrangements will depend on our collaborators’ abilities to successfully perform the functions assigned to them in these arrangements.

If we are unable to reach agreements with suitable collaborators on a timely basis, on acceptable terms, or at all, we may have to curtail the development of a product candidate, reduce or delay our development programs. This might delay our potential development schedule or reduce the scope of research activities or increase our expenditures. We may have to undertake further discovery or preclinical development activities at our own expense. If we fail to enter into collaborations and do not have sufficient funds or expertise to undertake the necessary development activities, we may not be able to further develop our product candidates or continue to develop our product candidates and our business may be materially and adversely affected.

Future collaborations may involve the following risks whereby collaborators may:

	·	not perform their obligations as expected or terminate an agreement for their convenience. If terminated, we could be required to raise additional capital to pursue further development or commercialization of the applicable product candidates. We could face difficulty in attracting new collaborators. The markets’ perception of our business could be adversely affected.
	·	have significant discretion in determining the efforts and resources that they will apply. We would have limited control over the amount and timing of resources. They may provide insufficient funding for product development of our selected targets.
	·	have us repeat or conduct new discovery and preclinical development or delay, stop or abandon discovery and preclinical development of a product candidate.
	·	view product candidates discovered in collaboration as competitive with their existing product candidates or products. They may cease to devote resources to the development of collaborative product candidates.
	·	independently develop, or develop with third parties, products that compete directly or indirectly with our products or product candidates if they conclude that competitive products are more likely to be successfully developed than our products.
	·	use their proprietary information in such a way as to invite litigation that could jeopardize or invalidate our intellectual property.
	·	become involved in a business combination which, subject to its contractual obligations, might detract from or terminate the development of any of our product candidates.

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C. Risk Associated with Current Regulatory Environments

Our product candidates are in an early stage of development and may fail or experience significant delays or may never advance to the clinical stage, which may materially and adversely impact our business.

All of our R&D programs are in the preclinical development stage and our future success heavily depends on the successful development of our DehydraTECH product candidates which may never occur. These product candidates could be delayed, not advance into the clinic, or unexpectedly fail at any stage of development. Before we can commence clinical trials for a product candidate, we must conduct extensive preclinical and other non-clinical tests in order to support an investigational new drug (“IND”) application, including IND-enabling good laboratory practice toxicology studies. Preclinical studies and clinical trials are expensive, difficult to design and can take many years. There is no assurance that we will be able to successfully develop our product candidates, and we may focus our efforts and resources on product candidates that may prove to be unsuccessful.

We cannot be certain of the outcome of preclinical testing and clinical studies and results from these studies may not predict the results that will be obtained in later phase trials of our product candidates. Even if we are able to complete our preclinical studies and planned clinical trials in line with our projected timelines, results from such studies and trials may be not be replicated in subsequent preclinical studies or clinical trial results. Additionally, such studies may be delayed due to events beyond our control. As a result, we cannot guarantee that we will be able to submit INDs, or similar applications, within our projected timelines, if at all, or that the FDA, or similar regulatory authorities, will allow us to commence clinical trials.

Pharmaceutical products incorporating DehydraTECH have never been approved for the treatment of disease.

In order to commercialize a product that utilizes DehydraTECH for the treatment of any disease, we and/or our commercial partner must obtain regulatory product approvals for treatment of a particular indication. Satisfying regulatory requirements is an expensive process that typically takes many years. There are compliance requirements covering R&D, testing, manufacturing, quality control, labelling, and promotion of drugs for human use. To obtain necessary regulatory approvals we must complete clinical trials demonstrating that our product is safe and effective for a particular indication. There can be no assurance that any product enhanced by DehydraTECH will be proven to be safe and effective, that clinical trials will demonstrate the necessary safety and effectiveness of the product candidates, or that we will be successful in obtaining regulatory approval for any treatment developed, even if such safety and effectiveness are demonstrated.

We may encounter obstacles in obtaining regulatory approval from the FDA or other international regulatory organizations during clinical trials including:

	·	clinical trials may not yield sufficiently conclusive results for regulatory agencies to approve the use of DehydraTECH;
	·	DehydraTECH enhanced formulations may fail to be more effective than current therapies, or to be effective at all;
	·	DehydraTECH enhanced formulations may have adverse side effects, which could cause them to be delayed or precluded from receiving regulatory approval or otherwise expose us to significant commercial and legal risks;
	·	it may take longer than expected to determine whether or not a treatment is effective;
	·	patients involved in the clinical trials may suffer severe adverse side effects even up to death, whether as a result of treatment with DehydraTECH enhanced formulations, the withholding of such treatment, or other reasons whether within or outside of our control;
	·	patients enrolled in the clinical trials may not have the characteristics necessary to obtain regulatory approval for a particular indication or patient population;
	·	failure to obtain and/or maintain, any required governmental approvals;
	·	if approval for commercialization is granted, it is possible the authorized use will be more limited than is necessary for commercial success, or that approval may be conditioned on completion of further clinical trials or other activities, which will cause a substantial increase in costs;
	·	if granted, approval may be withdrawn or limited if problems with DehydraTECH enhanced formulations emerge or are suggested by the data arising from their use or if there is a change in law or regulation.

~~Any~~21 ~~success~~Table ~~achieved at a given stage~~ of ~~the clinical trials does not guarantee that the future achievement of success at any subsequent stage, including without limitation, final FDA approval.~~Contents

20Any ~~Table~~success achieved at a given stage of ~~Contents~~the clinical trials does not guarantee that the future achievement of success at any subsequent stage, including without limitation, final FDA or comparable regulatory authority approval.

Delays or rejections in the regulatory approval process because of additional government regulation resulting from future legislation or administrative action, or from changes in the policies of the FDA or other regulatory bodies during the period of product development, clinical trials, or regulatory review may occur. Failure to comply with applicable regulatory requirements may result in criminal prosecution, civil penalties, recall or seizure of products, total or partial suspension of production, or an injunction preventing certain activity, as well as other regulatory action against our product candidates or our Company.

We may choose to conduct one or more of our clinical trials or a portion of our clinical trials for our product candidates outside the U.S. The acceptance of study data from clinical trials conducted outside the U.S. or another jurisdiction by the FDA or comparable regulatory authority may be subject to certain conditions or may not be accepted at all.

We currently have no commercial pharmaceutical products and therefore generate no revenue from pharmaceutical products and may never be able to develop marketable pharmaceutical products. We have limited experience in filing the applications necessary to obtain approval and expect that we will need to rely on CROs and regulatory consultants to assist us with this process. Regulatory approval also requires the submission about the product manufacturing process and the inspection of the manufacturing facilities. Our success is dependent on our or a third parties’ ability to successfully navigate the risks and obstacles associated with obtaining FDA or other regulatory clearance for any DehydraTECH enhanced formulated product.

Pharmaceutical products using ~~DehydraTECH with~~ CBD as an API have ~~never~~limited ~~been~~approval ~~approved~~ for the treatment of any disease.

To date the FDA has approved only limited use of cannabinoids for the treatment of any disease or condition. The FDA has approved one cannabinoid-derived drug product for the treatment of seizures associated with Lennox-Gastaut syndrome and Dravet syndrome and three synthetic cannabinoid-related drug products for the treatment of nausea and vomiting caused by cancer chemotherapy. While we expect any product candidates that we develop will be regulated as a new drug under the Federal Food, Drug, and Cosmetic Act, the FDA could decide to regulate them or any other products incorporating DehydraTECH-CBD under a different regulatory regime. The lack of policies, practices or guidelines may hinder or slow review by the FDA of any regulatory filings that we may submit. The FDA may respond to these submissions by defining requirements that we may not have anticipated.

Regulation of non-pharmaceutical hemp-based CBD products is evolving.

We cannot predict the nature of any future laws, regulations, interpretations, or their application to non-pharmaceutical hemp-based CBD. It is probable that regulations may be enacted that will be directly applicable to our business. Violations, alleged or otherwise, could disrupt our business or the business of our licensees. Any compliance deficiencies with future government regulation could increase our operating costs.

In the US, interstate shipment of hemp-derived non-pharmaceutical CBD from one state to another is legal only where both states have laws and regulations that allow for the production and sale of such products and that qualify under the Farm Bill. The marketing and sale of DehydraTECH products containing hemp-derived non-pharmaceutical CBD is limited by such factors and is restricted to such states. A repeal or adverse amendment of laws and regulations that are now favorable to the distribution, marketing, and sale of finished products of hemp-derived CBD our licensees intend to sell could significantly limit, restrict, or prevent us from generating revenue related to these DehydraTECH enabled non-pharmaceutical products. Any such repeal or adverse amendment of now favorable laws and regulations could have an adverse impact on our business plan with respect to such revenues.

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Controlled substance legislation differs between localities. Legislation in certain jurisdictions may restrict or limit our ability to develop and commercialize products using DehydraTECH.

We currently have licensees who produce hemp-derived non-pharmaceutical CBD products. The Farm Bill delegates the authority to the states to regulate and limit the production of these products within their territories. Many states now have laws and regulations that allow for the production and sale of hemp-derived CBD products. We can offer no assurance that these state laws will not be repealed or amended, which could render these products illegal. Such actions would adversely impact our product revenue and royalties derived from DehydraTECH-enabled CBD products.

D. Risks Associated with Securities Markets and Ownership of our Common Stock

The trading price of the shares of our common stock could be highly volatile and as such investors could incur substantial losses.

Prospects for companies in the biotechnology industry may be regarded generally as uncertain given the nature of the industry and, accordingly, investments in biotechnology companies should be regarded as speculative. We have experienced erratic share price and trading volume movement of our common stock which could be influenced by any number of factors including those extraneous to our operating performance and business prospects.

21 Table of Contents

Our by-laws do not contain anti-takeover provisions, which could result in a change of our executive management and directors if there is a take-over of our Company.

We do not currently have a shareholder rights plan or any anti-takeover provisions in our by-laws. Without any anti-takeover provisions, there is no deterrent for an unwanted take-over of our Company. This could result in a change of management, business strategy, a lower enterprise valuation than anticipated and/or dilution of current shareholdings.

We do not intend to pay any dividends on our shares.

We have not declared or paid any dividends on our shares since inception. We intend to retain any earnings to implement our business plan. Investors seeking dividend income should not invest in our shares.

Purchasers of our shares may incur dilution.

We are authorized to issue up to 220,000,000 shares. Pursuant to Nevada corporate law, our Board has the authority to approve additional share issuances, and to determine the rights, preferences, and privileges of such shares, without consent of any of our stockholders, though pursuant to Nasdaq Rules, stockholder approval may be required for certain of these actions. We may issue shares in the future to raise working capital resulting in shareholders dilution in the ownership of our Company.

We are a “smaller reporting company” under the SEC’s disclosure rules and have elected to comply with the reduced disclosure requirements applicable to smaller reporting companies.

As a smaller reporting company, we have elected to adopt the accommodations for scaled-back disclosure in our SEC filings, resulting in less information about our Company being available compared to other public companies. We are also a non-accelerated filer and are not required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. Our internal controls over financial reporting will not receive the level of review provided by the process relating to the auditor attestation included in annual reports of issuers that are subject to these requirements.

We cannot predict if investors will find our common shares less attractive because we are not required to comply with more robust disclosure or the auditor’s attestation requirements. If investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and trading prices may be negatively affected.

Item 1B. Unresolved Staff Comments

None.

~~Item~~23 ~~1C.~~Table ~~Cybersecurity~~of Contents

~~Risk~~Item ~~Management~~1C. ~~and Strategy~~Cybersecurity

WeRisk ~~are~~Management ~~an early stage biopharmaceutical company~~ and we are focused on developing our patented DehydraTECH technology. We do not sell products and therefore do not maintain customer lists or similar personal information. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted a formal cybersecurity risk management program or process for assessing cybersecurity risk currently. We assess material risks from cybersecurity threats on an ongoing basis, including any potential unauthorized access to or occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein. To this end, we utilize an outsourced information technology consultant, who we believe has sufficient experience and expertise with regard to cybersecurity matters, to implement systems and procedures designed to reduce, respond to and monitor for cybersecurity threats and vulnerabilities. Our outsourced information technology consultant conducts proactive patching and monitoring of all of our existing systems monthly and has implemented systems and procedures to mitigate cybersecurity risks that we believe are appropriate for a company of our size, stage of growth and financial condition.Strategy

AsWe ofare ~~the~~an ~~date~~early ofstage ~~this~~biopharmaceutical ~~Annual~~company ~~Report~~and we are focused on ~~Form~~developing ~~10-K~~our patented DehydraTECH technology. We do not sell products and therefore do not maintain customer lists or similar personal information. Therefore, we ~~are~~do not ~~aware~~consider ofthat ~~any~~we face significant cybersecurity ~~threats,~~risk ~~including~~and ashave not adopted a ~~result~~formal ofcybersecurity ~~any~~risk ~~previous~~management program or process for assessing cybersecurity ~~incidents,~~risk ~~that~~currently. ~~have~~We ~~materially~~assess ~~affected~~material usrisks from cybersecurity threats on an ongoing basis, including ~~our~~any ~~business~~potential ~~strategy,~~unauthorized ~~results~~access ofto ~~operations~~or occurrence on or ~~financial~~conducted ~~condition.~~through ~~However,~~our asinformation ~~discussed~~systems ~~under~~that ~~“Risk~~may ~~Factors”~~result in ~~Part~~adverse Ieffects on the confidentiality, ~~Item~~integrity, 1Aor availability of our information systems or any information residing therein. To this ~~Annual~~end, ~~Report~~we utilize an outsourced information technology consultant, ~~cybersecurity~~who ~~threats~~we ~~pose~~believe ~~multiple~~has ~~risks~~sufficient experience and expertise with regard to uscybersecurity matters, ~~including~~to ~~potentially~~implement tosystems ~~our~~and ~~results~~procedures ofdesigned ~~operations~~to reduce, respond to and ~~financial~~monitor ~~condition~~for cybersecurity threats and vulnerabilities. ~~For~~Our ~~additional~~outsourced information ~~concerning~~technology ~~risks~~consultant ~~related~~conducts proactive patching and monitoring of all of our existing systems monthly and has implemented systems and procedures to mitigate cybersecurity, ~~see Item~~risks ~~1.A. Risk~~that ~~Factors:~~we ~~Risks~~believe ~~Associated~~are ~~with~~appropriate for a company of our ~~Business~~size, stage of growth and ~~Industry.~~financial condition.

~~Governance~~As of the date of this Annual Report on Form 10-K, we are not aware of any cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected us, including our business strategy, results of operations or financial condition. However, as discussed under “Risk Factors” in Part I, Item 1A of this Annual Report, cybersecurity threats pose multiple risks to us, including potentially to our results of operations and financial condition. For additional information concerning risks related to cybersecurity, see Item 1.A. Risk Factors: Risks Associated with our Business and Industry.

Management is responsible for the day-to-day management of the risks we face, while our Board of Directors as a whole has responsibility for the oversight of risk management, including as to material risks from cybersecurity threats. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed. In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, integrity, and availability of the information that we collect and store by identifying, preventing, and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.Governance

22Management ~~Table~~is responsible for the day-to-day management of ~~Contents~~the risks we face, while our Board of Directors (“Board”) as a whole has responsibility for the oversight of risk management, including as to material risks from cybersecurity threats. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed. In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, integrity, and availability of the information that we collect and store by identifying, preventing, and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

Item 2. Properties

Description of Property

The Company headquarters is in Kelowna, British Columbia Canada in a leased facility with 2,250 square feet of office space to accommodate our finance and administrative functions as well as a Health Canada approved research lab of approximately 1,000 square feet accommodating our in-house research and development team. The current lease has been extended for an additional five years expiring on November 14, 2028. We believe our current facilities are suitable and adequate for the Company’s current operational requirements.

Item 3. Legal Proceedings

We are not party to any material, pending or existing legal proceedings against our Company or its subsidiaries nor are we involved as a plaintiff in any other material proceeding or pending litigation. There are no other proceedings in which any of our directors, executive officers, or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to Lexaria or any of its subsidiaries.

Item 4. Mine Safety Disclosures

Not Applicable.

2324 Table of Contents

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

On Since January ~~12,~~ 2021, the Company’s common stock and certain warrants, ~~began~~which are set to expire on January 14, 2026, have been trading on the National Association of Securities Dealers Automated Quotations Stock Market (“Nasdaq”) under the trading symbols “LEXX” and “LEXXW”, respectively. Prior to this date the Company’s common stock was quoted on the OTCQX under the symbol “LXRP.” Our common shares were previously quoted on the Canadian Securities Exchange (“CSE”) under the symbol “LXX” until July 8, 2021.

The stock market in general has experienced extreme stock price fluctuations in the past few years. In some cases, these fluctuations have been unrelated to the operating performance of the affected companies. Many companies have experienced dramatic volatility in trading volumes and the market prices of their common stock. The Company believes that several factors, both within and outside of its’ control, could cause the daily volumes and price of the Company’s common stock to fluctuate. There were 1519,~~810~~559,~~205~~179 common shares issued and outstanding as of August 31, ~~2024~~2025. As of November 2225, ~~2024~~2025, there were approximately 3334 ~~shareholders~~holders of record of our common stock. A substantially greater number of holders of our common stock are ‘street name’ or beneficial holders, whose shares are held by banks, brokers and other financial institutions.

Dividend Policy

We have never declared or paid any dividends on our capital stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. As a result, we anticipate that only appreciation of the price of our common stock, if any, will provide a return to investors for at least the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our Board ~~of Directors (“our Board”)~~ and will depend on, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our Board may deem relevant.

~~24 Table of Contents~~Warrants

~~Warrants~~During the year ended August 31, 2025, 4,678,209 warrants were issued, 394,655 warrants expired, and 2,917,032 warrants were cancelled. As at August 31, 2025, the Company had 7,298,171 warrants outstanding as follows:

~~During~~· ~~the~~1,719,828 ~~year~~warrants ~~ended~~expiring ~~August~~on 31January 11, ~~2024~~2026 with an exercise price of $6.58 · 483,750 7warrants expiring on May 11,~~093~~ 2028 with an exercise price of $0.95 · 259,~~208~~741 warrants ~~were~~expiring ~~issued~~on February 16, 52029 with an exercise price of $2.185 · 54,~~382,042~~546 warrants ~~were~~expiring ~~exercised~~on ~~for~~February ~~gross~~14, ~~proceeds~~2029 with an exercise price of $62.8875 · 102,~~103~~097 warrants expiring on February 16,~~602~~ ~~and~~2029 ~~300~~with an exercise price of $5.9375 · 57,~~000~~190 warrants ~~expired. As~~expiring aton ~~August~~October 3114, ~~2024~~2029 with an exercise price of $3.825 · 4,551,019 ~~the~~warrants ~~Company~~expiring ~~had~~on 5January 14,~~931~~ 2030 with an exercise price of $3.06 · 70,~~649~~000 warrants ~~outstanding~~expiring ason ~~follows:~~April 24, 2030 with an exercise price of $1.25

·Purchases ~~60,798 warrants expiring on November 13 or November 28, 2024 with an exercise price~~ of ~~$36.00~~Equity ·Securities ~~16,667~~by ~~warrants~~the ~~expiring~~Issuer onand ~~March~~Affiliated 16, 2025 with an exercise price of $9.00 · 317,190 warrants expiring on May 6 or May 11, 2025 with an exercise price of $10.50 · 1,719,828 warrants expiring on January 11, 2026 with an exercise price of $6.58 · 483,750 warrants expiring on May 11, 2028 with an exercise price of $0.95 · 259,741 warrants expiring on February 16, 2029 with an exercise price of $2.185 · 54,546 warrants expiring on February 14, 2029 with an exercise price of $2.8875 · 2,917,032 warrants expiring on February 16, 2029 with an exercise price of $4.75 · 102,097 warrants expiring on February 16, 2029 with an exercise price of $5.9375Purchasers

25The ~~Table~~Company did not repurchase any of ~~Contents~~its equity securities during its fiscal year ended August 31, 2025.

~~Purchases~~Item of6. ~~Equity Securities by the Issuer and Affiliated Purchasers~~[Reserved]

~~The~~Item ~~Company~~7. ~~did~~Management’s ~~not~~Discussion ~~repurchase~~and ~~any~~Analysis of ~~its~~Financial ~~equity~~Condition ~~securities~~and ~~during~~Results ~~its~~of ~~fiscal year ended August 31, 2024.~~Operations

~~Item 6. [Reserved]~~Overview

~~Item~~This 7.discussion ~~Management’s~~and ~~Discussion~~analysis contain forward-looking statements that involve not only risks and ~~Analysis~~uncertainties ofbut ~~Financial~~also ~~Condition~~changes in condition, significance, value and ~~Results~~other factors as described in “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Our actual results of ~~Operations~~operations, performance, financial position and business prospects and opportunities for this fiscal year and the periods that follow could differ materially from those expressed in or implied by forward-looking statements. This discussion and analysis should be read in conjunction with our consolidated financial statements and the accompanying notes related thereto that appear in this Report.

~~Overview~~25 Table of Contents

~~This~~The following management’s discussion and analysis ~~contain~~of ~~forward-looking~~financial ~~statements that involve not only risks and uncertainties but also changes in~~ condition, ~~significance, value~~ and ~~other~~results ~~factors~~of asoperations ~~described in~~ (“~~Risk Factors~~MD&A”) ~~and~~is ~~elsewhere~~provided into ~~this~~enhance ~~Annual~~the ~~Report~~readers onunderstanding ~~Form~~of ~~10-K.~~our ~~Our actual~~ results of operations, ~~performance,~~and financial ~~position~~condition ~~and business prospects and opportunities~~ for ~~this~~the ~~fiscal~~ year ~~and~~ended ~~the~~August ~~periods~~31, ~~that~~2025, ~~follow could differ materially from those expressed in or implied by forward-looking statements. This discussion~~ and ~~analysis should be read~~ in ~~conjunction~~comparison, ~~with~~to ~~our consolidated financial statements and~~ the ~~accompanying~~year ~~notes~~ended ~~related~~August ~~thereto~~31, ~~that appear in this Report~~2024.

~~The~~Executive following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is provided to enhance the readers understanding of our results of operations and financial condition for the year ended August 31, 2024, and in comparison, to the year ended August 31, 2023. Summary

~~Executive~~Lexaria’s ~~Summary~~DehydraTECH patented technology improves the delivery of bioactive compounds while promoting healthy ingestion methods, lowers overall dosing, and is highly effective in active molecule delivery available in a range of formats from oral ingestible to oral buccal/sublingual products. DehydraTECH substantially improves the rapidity and quantity of API transport to the blood plasma using the body’s natural process for distributing fatty acids via the oral route. This technology extends across many categories beyond the primary pharmaceutical focus of the Company from foods and beverages to cosmetic products and nutraceuticals.

Lexaria’s ~~DehydraTECH~~is ~~patented~~advancing ~~technology~~several ~~improves~~R&D ~~the~~activities ~~delivery~~in ofboth ~~bioactive~~preclinical ~~compounds~~and ~~while~~planned ~~promoting~~future ~~healthy~~clinical ~~ingestion~~programs. ~~methods,~~Our ~~lowers~~primary ~~overall~~focus ~~dosing,~~during ~~and~~the isfiscal ~~highly~~year ~~effective~~was inon ~~active~~our ~~molecule~~continued ~~delivery~~investigations ~~available~~of inDehydraTECH-enhanced aGLP-1 ~~range~~and GIP drugs. These investigations included the completion of ~~formats~~an ~~from~~extensive ~~oral~~12 ~~ingestible~~arm animal study to ~~oral~~investigate ~~buccal/sublingual~~DehydraTECH toenhanced ~~topical~~semaglutide ~~products.~~(both pure API and formulated Rybelsus®), DehydraTECH ~~substantially~~enhanced ~~improves~~liraglutide, ~~the~~and ~~rapidity~~DehydraTECH enhanced CBD for weight loss and ~~quantity~~two ofhuman ~~API~~pilot ~~transport~~studies, towith ~~the~~one ~~blood~~testing ~~plasma~~DehydraTECH-tirzepatide and ~~brain~~the ~~using~~other ~~the~~testing ~~body’s~~DehydraTECH-liraglutide. ~~natural~~In ~~process~~addition, Lexaria completed its last patient visit for ~~distributing~~its ~~fatty~~12-week ~~acids~~chronic ~~via~~human ~~the~~clinical ~~oral~~trial ~~route.~~study ~~This~~of ~~technology~~diabetic ~~extends~~patients ~~across~~comparing ~~many~~DehydraTECH-cannabidiol ~~categories~~(“CBD”), ~~beyond~~DehydraTECH-semaglutide, ~~the~~DehydraTECH-CBD ~~primary~~combined ~~pharmaceutical~~with ~~focus~~DehydraTECH-semaglutide and DehydraTECH-tirzepatide against a Rybelsus® control. The study data for the preparation of the ~~Company~~report ~~from~~for ~~foods~~this ~~and~~12-week ~~beverages~~chronic tohuman ~~cosmetic~~clinical ~~products~~trial ~~and~~is ~~nutraceuticals~~currently being analyzed.

~~Lexaria~~In isaddition, ~~advancing~~we ~~several~~have ~~R&D~~continued ~~activities~~to inprogress ~~both~~forward ~~preclinical~~with ~~and~~addressing ~~planned~~comments ~~future~~provided ~~clinical~~by ~~programs. Our primary focus during~~ the ~~fiscal~~FDA ~~year was~~ on our ~~investigations~~IND ofapplication ~~DehydraTECH-enhanced~~for ~~GLP-1~~the ~~and~~conduct ~~GIP~~of ~~drugs. These investigations included two human pilot studies, with~~ our ~~second~~Phase ~~human~~1(b) ~~pilot~~clinical study ~~testing~~investigation ~~an oral mouth melt form~~ of DehydraTECH-enhanced semaglutide and an extensive 12 arm animal study to investigate DehydraTECH enhanced semaglutide (both pure API and formulated Rybelsus®) DehydraTECH enhanced liraglutide and DehydraTECH enhanced CBD for ~~weight~~the ~~loss. In~~reduction ~~addition,~~of ~~Lexaria~~hypertension. ~~has~~We ~~commenced~~will ~~start-up~~need ~~activities~~to ~~for~~raise ~~its~~sufficient 12funding ~~week~~or ~~chronic~~enter ~~human~~into ~~clinical~~a ~~trial~~collaboration ~~study~~to ofbe ~~diabetic~~in ~~patients~~a ~~comparing~~position ~~DehydraTECH-cannabidiol~~to ~~(“CBD”),~~proceed ~~DehydraTECH-semaglutide, DehydraTECH-CBD combined~~ with ~~DehydraTECH-semaglutide~~this ~~and DehydraTECH-tirzepatide against a Rybelsus® control~~study.

InThe ~~addition,~~Company wecontinues ~~have continued~~ to ~~progress~~engage ~~forward~~in ~~with~~small ~~addressing~~R&D ~~comments~~projects ~~provided~~and byB2B ~~the~~formulation ~~FDA~~for onthird ~~our~~parties ~~IND~~who ~~application~~are ~~for~~evaluating ~~the conduct of~~ our ~~Phase~~technology ~~1(b) clinical study investigation of DehydraTECH-CBD~~ for ~~the~~use ~~reduction of hypertension. Subject to receipt of sufficient funding, we anticipate that we will be~~ in atheir ~~position to proceed with this study during the 2025 fiscal year~~product.

26We ~~Table~~were granted a total of ~~Contents~~six new patents during fiscal 2025 including our first Australian patent in our Family #24 for treatment of epilepsy, our first Japanese patent in our Family #20 for sublingual delivery of nicotine and our first patent granted in our Family #27 for Compositions and Methods for Treating Diabetes, making it another successful year for the acquisition of new intellectual property.

~~The~~Financial ~~Company~~condition ~~continues to engage in small R&D projects~~ and ~~B2B~~operating ~~formulation for third parties who are evaluating our technology for use in their product.~~ performance

WeThe ~~were~~data ~~granted~~generated afrom ~~total~~our ofpast ~~ten~~and ~~new~~ongoing ~~patents~~R&D ~~during~~programs ~~fiscal~~continues ~~2024~~to ~~including~~support confirmatory results and is contributing greatly to our ~~first~~understanding ~~ever~~of ~~patents~~the ~~for~~workings of DehydraTECH. These findings encourage the ~~treatment~~pursuit of ~~epilepsy,~~lucrative ~~making~~commercial itapplications ~~another~~in ~~successful~~the ~~year~~pharmaceutical ~~for~~sector. We continue to devote an increasing proportion of our resources toward pharmaceutical applications with the ~~acquisition~~continuation of ~~new~~our ~~intellectual~~programs ~~property~~directed at the enhancement of GLP-1 and GIP drugs.

~~Financial~~During ~~condition~~the year ended August 31, 2025, we completed two human pilot studies and ~~operating~~our ~~performance~~Australian clinical trial investigating DehydraTECH infused GLP-1, GIP and CBD formulations. These programs, having been funded by the proceeds of Lexaria’s combined 2024 and 2025 financing activities of approximately $16 million, supported our significant advancements in the fields of diabetes, weight loss, heart disease and hypertension.

~~The~~26 ~~data~~Table ~~generated from our past and ongoing R&D programs continues to support confirmatory results and are contributing greatly to our understanding~~ of the workings of DehydraTECH. These findings encourage the pursuit of lucrative commercial applications in the pharmaceutical sector. We continue to devote an increasing proportion of our resources toward pharmaceutical applications with the continuation of our programs directed at the enhancement of GLP-1 and GIP drugs.Contents

~~During~~We consider the ~~year~~advancement ~~ended~~of ~~August~~our ~~31,~~applied ~~2024,~~R&D westudies ~~completed~~to ~~two~~be ~~human~~a ~~pilot~~vital ~~studies~~step ~~and~~towards ~~one~~our ~~animal~~goal ~~study~~of ~~investigating~~establishing commercial relationships with industry partners who can utilize DehydraTECH ~~infused~~within ~~GLP-1,~~existing ~~GIP~~or ~~and~~new ~~CBD~~product ~~formulations~~lines. ~~These~~Conducting ~~programs~~additional in vitro and in vivo studies which test the absorption of some, ~~having~~or ~~been~~all ~~funded~~of bythe molecules named within our patents and patent applications further substantiates the ~~proceeds~~effectiveness of ~~Lexaria’s~~DehydraTECH. ~~2024~~Successful ~~financing~~tests ~~activities~~are expected to increase awareness and acceptance of ~~approximately~~DehydraTECH ~~$10~~as a meaningful method used to deliver some or all of the named molecules more effectively than delivery methods currently available.3 ~~million,~~Absorption ~~supported~~tests ~~our~~are ~~significant~~an ~~advancements~~important inelement leading to higher rates of acceptance and the ~~fields~~implementation of ~~diabetes,~~our ~~weight~~technology ~~loss,~~licensing ~~heart~~initiatives. ~~disease~~Our R&D results serve to de-risk the potential API products that could conceivably develop into clinical trials and ~~hypertension~~ultimately new drugs.

WeOur ~~consider~~pursuit ~~the advancement~~ of ~~our~~opportunities ~~applied~~within ~~R&D~~the ~~studies~~GLP-1/GIP asdrug, acannabinoid, ~~vital~~nicotine ~~step~~and ~~towards~~other ~~our~~bioactive ~~goal~~molecular ofmarkets ~~establishing~~in ~~commercial~~the ~~relationships~~US ~~with~~and ~~industry~~internationally ~~partners~~continue ~~who~~unabated. ~~can~~We ~~utilize~~believe ~~DehydraTECH~~there ~~within~~are ~~existing~~meaningful orcompetitive ~~new~~advantages ~~product~~in ~~lines.~~manufacturers ~~Conducting~~adopting ~~additional~~DehydraTECH in ~~vitro~~their ~~and~~products, inincluding ~~vivo~~its ~~studies~~demonstrated ~~which~~higher ~~test~~absorption ~~the~~levels, ~~absorption~~its ofability ~~some,~~to orinfuse ~~all~~smaller quantities of ~~the~~active molecules ~~named~~in ~~within~~their ~~our~~products ~~patents~~ and ~~patent~~the ~~applications,~~benefit ~~further~~of ~~substantiate~~its ~~the~~predictable ~~effectiveness~~drug ofdelivery ~~DehydraTECH~~times. ~~Successful~~Implementing ~~tests~~our ~~are~~technology ~~expected~~could lead to ~~increase~~smaller ~~awareness~~dosing and ~~acceptance~~decreased ofmanufacturing ~~DehydraTECH~~costs aswhile amasking ~~meaningful~~unwanted ~~method~~flavor ~~used~~and tosmell ~~deliver~~of ~~some~~the oractive ~~all~~molecules. ofWe ~~the~~are ~~named~~anticipating ~~molecules~~these ~~more~~efforts ~~effectively~~will ~~than~~lead ~~current~~to ~~delivery~~increased ~~methods~~licensing ~~avail.~~revenue ~~Absorption~~through ~~tests~~licensing partnerships. We are anpursuing ~~important~~technology ~~element~~licensing ~~leading~~opportunities ~~towards~~as ~~higher~~a ~~rates~~method of ~~acceptance~~generating ~~and~~profitable ~~the~~revenue ~~implementation~~streams ofover ~~our~~long ~~technology~~periods ~~licensing~~of ~~initiatives~~time. ~~Our~~We ~~R&D~~have ~~results~~not ~~serve~~yet, tohowever, ~~de-risk~~been ~~the~~able ~~potential~~to ~~API~~secure ~~products~~a ~~that~~large ~~could~~client ~~conceivably~~utilizing ~~develop~~our ~~into~~technology ~~clinical~~in ~~trials~~large ~~and~~quantities ~~ultimately~~of ~~new drugs~~products.

~~Our~~With ~~pursuit~~56 ofpatents ~~opportunities~~granted ~~within~~to ~~the~~date ~~GLP-1/GIP~~of ~~drug,~~which ~~cannabinoid,~~22 ~~nicotine~~are ~~and~~granted ~~other bioactive molecular markets~~ in the US, ~~and~~Lexaria ~~internationally~~believes ~~continue~~that ~~unabated.~~it Wehas ~~believe~~a ~~there~~robust ~~are~~patent ~~meaningful~~portfolio ~~competitive~~but ~~advantages~~continues into ~~manufacturers~~seek ~~adopting~~additional ~~DehydraTECH~~protection infor ~~their products with~~ its ~~demonstrated~~intellectual ~~higher~~property ~~absorption~~globally. ~~levels,~~The ~~its~~successful ~~ability~~granting ~~to infuse smaller quantities~~ of ~~active~~additional ~~molecules~~patents ~~in their products and the benefit of its predictable drug delivery times. Implementing our technology~~ could lead to ~~smaller~~material ~~dosing~~increases ~~and~~in ~~decreased~~shareholder ~~manufacturing~~value ~~costs~~through ~~while masking unwanted flavor and smell of~~ the ~~active~~ability ~~molecules. We are anticipating these efforts will lead~~ to ~~increased~~generate ~~licensing~~meaningful ~~revenue~~license ~~through~~revenues ~~licensing~~from partnerships. We are pursuing technology licensing opportunities as a method of generating profitable revenue streams over long periods of time. We have not yet, however, been able to secure a large client utilizing our ~~technology~~increased inintellectual ~~large~~property ~~quantities of products~~portfolio.

~~With~~Lexaria ~~forty-six~~has ~~patents~~concluded ~~granted~~that our existing cash, combined with inflows expected from executed license agreements, will not be sufficient to ~~date~~meet ofour ~~which~~operational ~~eighteen~~requirements ~~are~~for ~~granted~~the intwelve months following the ~~US,~~release ~~Lexaria~~of ~~believes~~these ~~that~~audited itfinancial ~~has~~statements. aAccordingly, ~~robust~~there ~~patent~~is ~~portfolio~~substantial ~~but~~doubt ~~continues~~as to ~~seek~~our ~~additional~~ability ~~protection~~to continue as a going concern for ~~its~~at ~~intellectual~~least ~~property~~one ~~globally~~year following the date of the consolidated financial statements included in this report. The ~~successful~~Company ~~granting~~continues to explore equity financing arrangements and strategic corporate business partnerships for many of ~~additional~~its ~~patents~~specific ~~could~~drug ~~lead~~investigations toafter ~~material~~sufficient ~~increases~~data inhas ~~shareholder~~been ~~value~~generated. ~~through~~These ~~the~~efforts, ~~ability~~if tosuccessful, could generate ~~meaningful~~any ~~license~~combination ~~revenues~~of ~~from~~up-front ~~our~~milestone ~~increased~~and/or ~~intellectual~~royalty ~~property~~payments ~~portfolio~~to the Company.

~~Lexaria~~Results ~~expects its current cash reserves to meet our operational requirements for the twelve months following the release~~ of ~~this~~Operations ~~report. The Company is continuing to explore strategic corporate business partnerships~~ for ~~many~~our ofYear ~~its~~Ended ~~specific~~August ~~drug investigations after sufficient data has been generated which~~31, ~~if successful, could generate any combination of up-front milestone and/or royalty payments to the Company.~~2025

~~Results~~Our ofnet ~~Operations~~loss from operations increased by $6,102,780 to $11,911,434 for ~~our~~the ~~Year~~year ~~Ended~~ended August 31, 2025 from $5,808,654 for the year ended August 31, 2024. The changes between these periods for the respective items are summarized as follows:

Our net loss from operations decreased by $903,871 to $5,808,654 for the year ended August 31, 2024 from $6,712,525 for the year ended August 31, 2023. The changes between these periods for the respective items are summarized as follows:

	August 31, 2025			August 31, 2024			Change
Revenue	$	705,923		$	464,278		$	241,645
Cost of goods sold	$	(2,720	)		(4,822	)		2,102
Research and development	$	(8,238,757	)		(2,360,565	)		(5,878,192	)
Consulting fees & salaries	$	(2,271,028	)		(1,820,972	)		(450,056	)
Legal and professional	$	(632,849	)		(812,066	)		179,217
Other general and administrative	$	(1,441,306	)		(1,218,983	)		(222,323	)
Other income (loss)	$	(30,697	)		(55,524	)		24,827
Net Loss	$	(11,911,434	)	$	(5,808,654	)	$	(6,102,780	)

	August 31,2024			August 31,2023			Change
Revenues	$	464,278		$	226,208		$	238,070
Cost of goods sold		4,822			31,500			(26,678	)
Research and development		2,360,565			3,666,721			(1,306,156	)
Consulting fees & salaries		1,820,972			1,300,965			520,007
Legal and professional		812,066			444,593			367,473
Other general and administrative		1,218,983			1,316,451			(97,468	)
Other expense, net		(55,524	)		(178,503	)		122,979
Net Loss	$	(5,808,654	)	$	(6,712,525	)	$	903,871

Table of Contents

27Lexaria’s ~~Table~~business operations include technology licensing agreements where corporate licensees implement DehydraTECH under license within our contracted facilities under royalty agreements. This includes specific B2B pre-processed DehydraTECH CBD-powders manufactured at a Lexaria contracted GMP-certified food facility for clients to integrate into their final product formats. Fees are derived from a combination of ~~Contents~~manufacturing charges, royalties and trademark fees.

Lexaria’s business operations include technology licensing agreements where corporate licensees implement DehydraTECH under license within our contracted facilities under royalty agreements. This includes specific B2B pre-processed DehydraTECH CBD-powders manufactured at a Lexaria contracted GMP-certified food facility for clients to integrate into their final product formats. Fees are derived from a combination of manufacturing charges, royalties and trademark fees.

	Year Ended August 31,
	2025		2024		Change
IP Licensing	$	696,000	$	457,990	$	238,010
B2B		9,923		5,388		4,535
Other		-		900		(900	)
Total Revenue	$	705,923	$	464,278	$	241,645

	Year Ended August 31,
	2024		2023		Change
IP Licensing	$	457,990	$	146,800	$	311,190
B2B		5,388		44,167		(38,779	)
Other		900		35,241		(34,341	)
Total Revenue	$	464,278	$	226,208	$	238,070

Total Revenue for fiscal year 2025 increased by $241,645, or 52%, to $705,923 from $464,278 in fiscal year 2024. The primary source of revenue for the Company relates to the licensing of our technology to others. Licensing revenue grew by $238,010, or 52%, to $696,000 in fiscal year 2025 as compared to $457,990 in fiscal year 2024. This increase was attributable to minimum fees from our license agreement with Premier which expired on August 31, 2025. Revenue from our B2B processing of intermediary CBD products increased by $4,535 during fiscal year 2025, while other revenues decreased by $900 during the same period. These year-over-year changes reflect the Company’s emphasis during the year on licensing DehydraTECH to new and existing industry participants to enable enhanced performance of their developmental and commercial stage products.

~~Total~~Due ~~Revenue for fiscal year 2024 increased by $238,070, or 105%,~~ to ~~$464,278 from $226,208 in fiscal year 2023. The primary source of revenue for~~ the ~~Company~~expiration ~~relates to the licensing~~ of our ~~technology~~license toagreement ~~others.~~with ~~Licensing~~Premier ~~revenue~~and ~~grew~~assuming bywe ~~$311,190,~~do ornot ~~212%,~~enter tointo ~~$457,990~~any inadditional ~~fiscal~~licensing ~~year 2024 as compared to $146~~agreements,~~800~~ inthe ~~fiscal~~Company ~~year~~expects ~~2023. This increase was attributable~~ to ~~minimum~~see ~~fees~~a ~~related~~decrease ~~to two license agreements. The increase~~ in ~~licensing~~its revenue ~~was partially offset decreases in both the revenue~~ from ~~our~~technology ~~B2B~~licensing ~~processing~~ of ~~intermediary~~DehydraTECH ~~CBD~~processed ~~products~~hemp-based CBD and other ~~revenues~~consumer ~~which~~products ~~decreased by $38,779 and $34,341 respectively~~ in fiscal ~~year 2024~~2026. ~~These~~The ~~decreases~~anticipated ~~reflected~~expansion ~~the~~of ~~Company’s~~our ~~emphasis~~intellectual ~~during~~property ~~the~~portfolio ~~year~~and onconducting ~~licensing~~supportive ~~DehydraTECH~~R&D tomay ~~new~~jointly ~~and~~contribute ~~existing~~to ~~industry~~strengthening ~~participants~~revenue toprospects ~~enable~~as ~~enhanced~~we ~~performance~~continue ofto ~~their~~explore ~~developmental~~new ~~and~~applications ~~commercial~~for ~~stage~~our ~~products~~technology.

InResearch ~~fiscal 2025~~ and ~~assuming~~Development our existing clients remain in compliance with their contracts, the Company expects to see an increase in revenue through further technology licensing from DehydraTECH processed hemp-based CBD and other consumer products. One of our contracted clients is contractually required to make significantly larger quarterly payments to us during fiscal 2025 than during fiscal 2024. The anticipated expansion of our intellectual property portfolio and conducting supportive R&D may jointly contribute to strengthening revenue prospects as we continue to explore new applications for our technology.

Research and ~~Development~~development (“R&D”) costs are expensed as incurred and account for a significant portion of our operational expenses. During the fiscal year ended August 31, 2025, funding constraints limited our ability to direct resources to studies other than those pertaining to weight loss and diabetes. R&D expenditures for fiscal year 2025 increased by $5,878,192, or 249%, to $8,238,757 from $2,360,565 for fiscal year 2024. The increase in year-over-year R&D expenditures was driven by the commencement and completion of the last patient last visit for our Australian Phase 1b, 12-week chronic study investigating DehydraTECH-semaglutide, DehydraTECH-CBD, a combination thereof and DehydraTECH-tirzepatide against a Rybelsus® control. Lexaria released interim 8-week results from its Australian study evidencing that the DehydraTECH-semaglutide and DehydraTECH-tirzepatide arms produced fewer adverse events (“AEs”) and, in particular, fewer gastrointestinal (“GI”) AEs than the Rybelsus® control arm. As the manufacturers of GLP-1 and GIP drugs have consistently noted, GI AEs as an area of major concern. Lexaria is extremely pleased with these initial results.

~~Research~~We ~~and~~will ~~development~~continue ~~(“R&D”)~~to ~~costs~~invest ~~are~~in ~~expensed as incurred and account for a significant portion of~~ our ~~operational expenses. During the fiscal year ended August 31, 2024, funding constraints limited our ability to direct resources to studies pertaining to weight loss and diabetes.~~ R&D ~~expenditures~~programs for ~~fiscal~~the ~~year~~foreseeable ~~2024~~future, ~~decreased~~although bywe ~~$1,306,156,~~expect orthese ~~36%,~~expenses to ~~$2,360,565 from $3,666,721 for fiscal year 2023. The~~ decrease in ~~year-over-year~~2026 ~~R&D~~compared ~~expenditures was driven by completion of studies related~~ to ~~hypertension~~2025, ~~and~~unless ~~anti-viral~~we ~~drugs~~are ~~and~~successful ~~a slow-down~~ in ~~activity~~completing ascorporate wefinancing ~~prepared~~activities. toCurrently, ~~begin~~ our ~~investigational~~primary ~~studies~~clinical ~~related~~research toareas ~~GLP-1~~of ~~and~~interests ~~GIP~~are ~~drugs.~~focused ~~R&D~~on ~~expenditures~~the ~~relate~~investigation ~~primarily~~of toDehydraTECH-powered ~~our new investigations into~~ GLP-1 ~~and~~ /GIP drugs, ~~along with ongoing expenditures in preparation~~ for ~~our~~the ~~hypertension-related~~treatment ~~prospective~~of ~~IND~~diabetes ~~filing. To~~and ~~date,~~weight ~~Lexaria~~loss ~~has~~as ~~been~~well ~~pleased~~as ~~with~~CBD for the ~~results~~reduction of ~~our investigational studies with DehydraTECH enhanced GLP-1 and GIP drugs~~hypertension.

WeOf ~~will~~significant ~~continue~~note, toLexaria ~~invest~~submitted in our ~~R&D~~preliminary ~~programs~~pre-meeting application for ~~the~~an ~~foreseeable~~Investigational ~~future~~New ~~and~~Drug we(“IND”) ~~expect~~to ~~these~~the ~~expenses~~FDA with plans to ~~increase~~develop a cannabidiol-based drug formulation, DehydraTECH-CBD for hypertension. We received a written response following our pre-IND meeting in ~~2025~~August ~~compared~~2022 where the agency has agreed with the Company’s plans to ~~2024,~~pursue ~~assuming~~a ~~successful~~faster ~~corporate~~505(b)(2) ~~financing~~new ~~activities~~drug application regulatory pathway for the program. ~~Currently,~~ ~~our~~The ~~primary~~505(b)(2) ~~clinical~~pathway ~~research~~permits ~~areas~~a offaster ~~interests~~commercial ~~are~~approval ~~focused~~than onthe traditional 505(b)(1) NDA pathway. The FDA has agreed with the ~~investigation~~Company’s ofproposed clinical protocol for DehydraTECH-~~powered~~CBD, ~~GLP-1/GIP~~which, ~~drugs~~ as ~~well~~currently asdesigned, ~~CBD~~would ~~for~~target 120 patients with hypertension. The regulator has also decided that there is no need to conduct additional non-clinical studies before the ~~treatment~~start of ~~diabetes~~the ~~and~~IND ~~weight~~program. Lexaria ~~loss~~has been working with its third-party regulatory affairs consultant to respond to certain requests of the FDA and, ~~also,~~submitted ~~CBD~~its ~~for~~amended protocol during the ~~reduction~~first calendar quarter of ~~hypertension~~2025.

Of28 ~~significant~~Table note, Lexaria submitted our preliminary pre-meeting application for an Investigational New Drug (“IND”) to the FDA with plans to develop a cannabidiol-based drug formulation, DehydraTECH-CBD for hypertension. We received a written response following our pre-IND meeting in August 2022 where the agency has agreed with the Company’s plans to pursue a faster 505(b)(2) new drug application regulatory pathway for the program. The 505(b)(2) pathway permits a faster commercial approval than the traditional 505(b)(1) NDA pathway. The FDA has agreed with the Company’s proposed clinical protocol for DehydraTECH-CBD, which, as currently designed, would target 120 patients with hypertension. The regulator has also decided that there was no need to conduct additional non-clinical studies before the start of the IND program. Lexaria has been working with its third party regulatory affairs consultant to respond to certain requests of the FDA and amend its protocol accordingly. These documents are expected to be submitted during the first calendar quarter of 2025. Contents

28Preclinical ~~Table~~and clinical development is inherently unpredictable as is regulatory approval and commercialization, therefore we are unable to estimate with certainty the ultimate costs we will incur for multi-year programs, and the timelines required in our continued development and commercialization efforts. We will require significant additional funding to complete any IND planned studies. Any successful development and completion of ~~Contents~~clinical trials as well as regulatory approval and commercialization are uncertain and may not result in approved products. Completion dates and completion costs can vary significantly for each future product candidate and are difficult to predict. Lexaria and our commercial partners will continue to explore multiple R&D programs directed toward further evaluation, development, and commercialization of our DehydraTECH technology.

~~Preclinical~~General and ~~clinical~~Administrative development is inherently unpredictable as is regulatory approval and commercialization, therefore we are unable to estimate with certainty the ultimate costs we will incur for multi-year programs, and the timelines required in our continued development and commercialization efforts. We will require significant additional funding to complete any IND planned studies. Any successful development and completion of clinical trials as well as regulatory approval and commercialization are uncertain and may not result in approved products. Completion dates and completion costs can vary significantly for each future product candidate and are difficult to predict. Lexaria and our commercial partners will continue to explore multiple R&D programs directed toward further evaluation, development, and commercialization of our DehydraTECH technology.

General and ~~Administrative~~administrative expenses consist primarily of consulting fees, executive and employee salaries and stock-based compensation expense (non-cash). Also included are costs for advertising and marketing, investor relations, corporate facilities, insurance premiums, legal fees related to corporate matters, fees for auditing, and tax filings.

General and administrative expenses ~~consist~~for fiscal year 2025 increased by $493,162, or 13%, to $4,345,183 from $3,852,021 for fiscal year 2024. The increase during fiscal 2025 relates primarily ofto higher wages and salaries, foreign exchange losses, patent-related impairment losses, and insurance premiums ($914,579, $192,518, $189,528, and $127,254, respectively) partially offset by lower consulting fees, ~~executive~~advertising and ~~employee~~promotion ~~salaries~~expenses, legal and professional fees, and investor relations expense ($464,524, $224,230, $159,721, and $79,900, respectively). The increase in wages and salaries relates primarily to stock-based compensation expense (non-cash)., ~~Also~~which ~~included~~increased ~~are~~to ~~costs~~$859,494 ~~for~~during ~~advertising~~the ~~and~~year ~~marketing,~~ended ~~investor~~August ~~relations~~31, ~~corporate~~2025 ~~facilities,~~from ~~insurance premiums~~$492,236 ~~legal~~for ~~fees~~the ~~related~~year toended ~~corporate~~August ~~matters~~31, ~~fees~~2024 ~~for~~due ~~auditing,~~to ~~and~~increased ~~tax~~stock ~~filings~~options vesting during the year.

~~General and administrative expenses for fiscal year 2024 increased by $790,012, or 26%, to $3,852,021 from $3,062,009 for fiscal year 2023.~~ The ~~increase~~decrease ~~during~~in ~~Fiscal 2024 relates primarily to higher legal and professional, wages and salaries, and~~ consulting ~~expenses~~fees ~~($367,473,~~for ~~$267,330, and $252,677, respectively); combined with higher advertising and promotional expenditures ($84,187), as we scaled our efforts to bring~~ the ~~results~~year ofended ~~the~~August ~~Company’s R&D programs to the attention of various industry sectors and to the scientific and investment communities; partially offset by lower depreciation~~31, ~~office~~2025 ~~expenses, and impairment losses on the Company’s patent portfolio ($69,814, $63,499, and $48,925, respectively). The increase in wages and salaries~~ relates primarily to ~~stock-based~~reduced ~~compensation~~payments ~~expense~~to ~~(non-cash),~~our ~~which~~former ~~increased~~Chief toExecutive ~~$492~~Officer,~~236~~ ~~during~~who ~~the~~resigned ~~year~~effective ~~ended~~ August 31, 2024 ~~from $170~~,~~382~~ ~~for~~but ~~the~~is ~~year~~maintaining ~~ended~~his ~~August~~position ~~31,~~as ~~2023~~Chairman ~~due~~of tothe ~~increased~~Board ~~options~~and ~~vesting~~as ~~during~~a ~~the~~Strategic ~~year~~Executive Consultant.

The ~~increase~~Company inevaluated ~~consulting~~its ~~expense~~patent ~~for~~portfolio ~~the~~and ~~year~~determined ~~ended~~that ~~August~~certain ~~31,~~pending ~~2024~~applications ~~relates~~had ~~primarily~~been toabandoned ~~separation~~or ~~payments~~would tonot ~~our~~be ~~Chief~~pursued. ~~Executive~~As ~~Officer~~such, ~~who~~during ~~resigned~~the ~~effective~~year ended August 31, ~~2024~~2025, ~~but~~the isCompany ~~maintaining~~recognized ~~his~~an ~~position~~impairment asloss ~~Chairman~~ of ~~the~~$247,364 ~~Board~~related ~~and~~to asthose aabandoned ~~Strategic~~applications, ~~Executive~~as ~~Consultant.~~compared ~~The~~to ~~increase~~$57,836 infor ~~legal~~the ~~and~~year ~~professional~~ended ~~fees~~August ~~reflects~~31, ~~an increased level of equity financing-related activity during the fiscal year~~2024.

~~The~~Other ~~Company~~Income/(Loss) evaluated its patent portfolio and determined that certain pending applications had been abandoned or would not be pursued. As such, during the year ended August 31, 2024, the Company recognized an impairment loss of $57,836 related to those abandoned applications, as compared to $106,731 for the year ended August 31, 2023.

Other Income/(Loss) for fiscal year 2025 decreased by $24,827, or 45%, to a loss of $30,697 from a loss of $55,524 for fiscal year 2024. The decrease relates primarily to lower unrealized losses on marketable securities ($33,714 for the year ended August 31, 2025, compared to $69,835 during fiscal year 2024). This is attributable to continuing decreases in the fair value of the Company’s investment in Hill Inc. common shares. We remain confident that the loss may be temporary in nature as Hill Inc. continues to make inroads into the US hemp markets with DehydraTECH enabled products produced and sold by their licensees.

~~Other~~Liquidity Income/(Loss) for fiscal year 2024 decreased by $122,979, or 69%, to a loss of $55,524 from a loss of $178,503 for fiscal year 2023. The change was primarily driven by the fact that fiscal year 2024 unrealized losses on marketable securities of $69,835 were $151,858, or 68%, lower than fiscal year 2023 unrealized losses on marketable securities of $221,693. This is attributable to continuing decreases in the fair value of the Company’s investment in Hill Inc. common shares. We remain confident that the loss may be temporary in nature as Hill Inc. continues to make inroads into the US hemp markets with DehydraTECH enabled products produced and ~~sold~~Capital ~~by their licensees.~~ Resources

~~Liquidity~~Since Lexaria’s entrance into the bioscience sector, it has accumulated net losses of $63.5 million, of which approximately $11.9 million and ~~Capital~~$5.8 ~~Resources~~million were incurred, respectively, in the past two fiscal years. We expect to continue to incur significant operational expenses and net losses in the upcoming 12 months and beyond. Our net losses may fluctuate significantly from quarter to quarter and year to year, depending on the stage and complexity of our R&D studies and related expenditures, the receipt of additional payments related to the out-licensing of our technology, if any, and the receipt of payments under any current or future collaborations we may enter.

~~Since~~29 ~~Lexaria’s~~Table ~~entrance into the bioscience sector, it has accumulated net losses~~ of $51.6 million, of which approximately $5.8 million and $6.7 million were incurred, respectively, in the past two fiscal years. We expect to continue to incur significant operational expenses and net losses in the upcoming 12 months and beyond. Our net losses may fluctuate significantly from quarter to quarter and year to year, depending on the stage and complexity of our R&D studies and related expenditures, the receipt of additional payments related to the out-licensing of our technology, if any, and the receipt of payments under any current or future collaborations we may enter.Contents

As the Company continues with our IND application process and progresses into the clinical development of our initial product candidate, the need for substantial capital resources increases. The Company intends to form industry partnerships for later stage clinical development, which in any event is expected to be a multi-year process. Our existing cash is not sufficient to complete the full development, testing and commercialization of an FDA -approved product candidate. Accordingly, we will be required to obtain significant further funding or reach industry partnerships to achieve this business objective and/or delay or modify the program in accordance with the financial resources available.

29Sources ~~Table~~ of ~~Contents~~Liquidity

~~Sources~~During ofthe ~~Liquidity~~year ended August 31, 2025, the Company has completed the following:

~~During~~· Entered into a Securities Purchase Agreement whereby on April 28, 2025, the ~~year~~Company ~~ended~~issued ~~August~~2,000,000 31shares of common stock at $1.00 each in a registered direct offering. The Company also agreed to partially compensate the placement agent through the issuance of warrants to purchase up to 70,000 shares of common stock. The warrants will expire five years from the issuance date and have an exercise price of $1.25 per share. The net proceeds to the Company from the registered direct offering was $1.7 million, after deducting placement agent fees and other offering expenses paid by the Company. · In February 2025, the Company sold 6,585 shares of common stock through an amendment to its At the Market (ATM) offering. Net proceeds from these sales totaled $11,720. · In October 2024, the Company ~~has~~sold ~~completed~~8,402 shares of common stock through an ATM offering for gross proceeds of $26,146. Share issuance costs related to the ~~following:~~ATM offering of $144,812 were charged to additional paid in capital. · Entered into a Securities Purchase Agreement whereby on October 16, 2024, the Company issued 1,633,987 shares of common stock at a purchase price of $3.06 per share in a registered direct offering. The Company also sold to the sole investor, warrants to purchase up to 4,551,019 shares of common stock (subject to the cancellation of 2,917,032 warrants of the Company held by the investor). The issued warrants will expire five years from January 14, 2025, the date of shareholder approval for such warrant issuance and have an exercise price of $3.06 per share. The Company also agreed to partially compensate the placement agent through the issuance of warrants to purchase up to 57,190 shares of common stock. The warrants will expire five years from the issuance date and have an exercise price of $3.825 per share. The net proceeds to the Company from the registered direct offering was $4.5 million, after deducting placement agent fees and other offering expenses paid by the Company.

·On ~~Entered~~September ~~into a Warrant Exercise Agreement on April 30~~26, ~~2024~~2025, towe ~~induce~~entered aninto existing accredited investor (the "Investor”) to exercise in full outstanding Common Stock Purchase Warrants (the "Exercise”) to purchase up to an aggregate of 2,917,032 shares of the Company’s common stock (the "Existing Warrant”) for gross proceeds of $4,407,444. In consideration for the immediate and full exercise of the Existing Warrant, the Investor received a ~~new~~securities ~~unregistered Common Stock Purchase Warrant to~~ purchase upagreement towith ancertain ~~aggregate~~institutional ~~of 2~~investors,~~917,032~~ ~~shares of the Company’s common stock (the "New Warrant”) with an exercise price of $4.75 per share in a private placement~~ pursuant to ~~Section~~which ~~4(a)(2)~~we ofagreed ~~the Securities Act of 1933 (the "Securities Act”). The New Warrant was issued~~ to ~~the~~sell Investor for consideration of $0.125 per share for additional gross proceeds of $364,629. The Company also issued 102,097 warrants with an exercise price of $5.9375 as part of a tail commission. Placement agent fees and other offering expenses in the amount of $209,796 were netted against the proceeds. · Entered into Securities Purchase Agreements whereby on February 16, 2024, the Company issued 1,444,741 shares of common stock and 113,702 pre-funded warrants in a registered direct offering. ~~The Company also sold to investors~~2, ~~warrants to purchase up to 1~~666,~~558,443~~667 shares of common stock. ~~The~~at ~~combined~~a ~~effective~~purchase ~~offering~~ price ~~for each share~~ of ~~common stock and accompanying warrant was~~ $21.~~31.~~50 ~~The warrants will expire five years from the issuance date, and have an exercise price of $2.185~~ per share. ~~The~~for ~~Company~~gross ~~also agreed to partially compensate the placement agent through the issuance of warrants to purchase up to 54,546 shares of common stock. The warrants will expire five years from the issuance date,~~ and ~~have an exercise price of $2.8875 per share. The~~ net proceeds toof ~~the Company from the registered direct offering was~~ $34.0 million, ~~after deducting placement agent fees~~ and ~~other offering expenses paid by the Company~~$3.5 1million,~~298,702~~ ~~warrants were exercised pursuant to the Warrant Exercise Agreement entered into on April 30, 2024~~respectively. ~~· Entered into a Securities Purchase Agreement whereby on October 3~~Concurrently, ~~2023,~~ the Company issued, ~~to a single healthcare-focused institutional investor~~2, ~~889~~666,~~272~~667 ~~shares~~share ofpurchase ~~common stock and 729,058 pre-funded~~ warrants ~~in a registered direct offering. In a concurrent private placement~~, ~~the~~entitling ~~Company also agreed to issue and sell to~~ the ~~investor,~~holder ~~warrants~~thereof to purchase up to 12,~~618~~666,~~330~~667 shares of common stock. ~~The combined effective offering price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrant was $0.97 (to note the pre-funded warrants were issued~~ at a price of $01.~~9699~~37 ~~and~~per ~~have~~share anfor ~~exercise~~a ~~price~~period of ~~$0.0001). The warrants will become exercisable six months from issuance, expire~~ five ~~and a half~~ years from the ~~issuance~~effective date, ~~and have an exercise price~~ of ~~$0.97 per share. The net proceeds to~~ the ~~Company~~registration ~~from~~statement ~~the~~registering ~~registered direct offering and concurrent private placement totaled $1.25 million, after deducting placement agent fees and other offering expenses payable by~~ the ~~Company. To date all of the pre-funded warrants have been exercised, resulting in an issuance by the Company of an aggregate 729,058 common~~ shares ~~for gross proceeds~~ of ~~$73. All of the 1,618,330 warrants were exercised pursuant to the Warrant Exercise Agreement entered into on April 20, 2024. · Issued an aggregate of 1,622,250~~ common ~~shares~~stock ~~pursuant~~issuable toupon ~~the~~ exercise of ~~warrants that were issued under our May 11, 2023, financing, at an exercise price of $0.95 per share for~~ the ~~gross proceeds of $1,541,138~~warrants.

We may also offer securities in response to market conditions or other circumstances if we believe such a plan of financing is required to advance the Company’s business plans. There is no certainty that future equity or debt financing will be available or that it will be at acceptable terms, and the outcome of these matters is unpredictable. A lack of adequate funding may force us to reduce spending, curtail or suspend planned programs or possibly liquidate assets. Any of these actions could adversely and materially affect our business, cash flow, financial condition, results of operations, and potential prospects. The sale of additional equity may result in additional dilution to our stockholders. Entering into additional licensing agreements, collaborations, partnerships, alliances marketing, distribution, or licensing arrangements with third parties to increase our capital resources is also possible. If we do so we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us.

The Company has evaluated whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern. As of August 31, ~~2024~~2025, the Company had cash on hand of approximately $61.58 million to settle $1.15 million in current liabilities. The Company ~~believes~~does not believe this is sufficient to fund our expected R&D and operating expenditures for the twelve-month period following the filing date of this report. We do not anticipate making any material capital expenditures in fiscal ~~2025~~2026, other than those currently budgeted for our R&D programs, as we believe our current facilities and equipment are sufficient for the forthcoming twelve months following the filing date of this report. Our ability to continue as a going concern will depend on our ability to obtain additional equity, effect a collaborative or strategic partnership, reduce or contain expenditures, and, ultimately, to generate revenue. Based on these factors, management determined that there is substantial doubt as to our ability to continue as a going concern.

Working Capital	August 31,			August 31,
	2024			2023
Current assets	$	7,897,986		$	2,151,213
Current liabilities		(1,099,419	)		(267,735	)
Net Working Capital	$	6,798,567		$	1,883,478

Table of Contents

The Company’s working capital balance increased by approximately $4.9 million due primarily to the net impact of cash from financing activities and cash used in operating activities during the year ended August 31, 2024.

Working Capital	August 31,			August 31,
	2025			2024

Current assets	$	3,468,345		$	7,897,986
Current liabilities		(1,493,463	)		(1,099,419	)
Net Working Capital	$	1,974,882		$	6,798,567

Cash Flows	August 31,			August 31,
	2024			2023
Cash flows used in operating activities	$	(4,959,003	)	$	(5,881,237	)
Cash flows used in investing activities		(188,605	)		(169,610	)
Cash flows provided by financing activities		10,315,207			1,589,731
Effect of exchange rate changes on cash		(19,816	)		--
Increase/(Decrease) in cash	$	5,147,783		$	(4,461,116	)

The Company’s working capital balance decreased by approximately $4.8 million due primarily to the net impact of cash used in operating activities and cash generated from financing activities during the year ended August 31, 2025.

30 Table of Contents

Cash Flows	August 31,			August 31,
	2025			2024

Cash flows used in operating activities	$	(10,450,388	)	$	(4,959,003	)
Cash flows used in investing activities		(243,019	)		(188,605	)
Cash flows provided by financing activities		6,046,163			10,315,207
Effect of exchange rate changes on cash		(50,518	)		(19,816	)
Increase/(Decrease) in cash	$	(4,697,762	)	$	5,147,783

Operating Activities

Net cash used in operating activities was approximately $510.05 million for the year ended August 31, ~~2024~~2025, compared with $5.90 million during the same period in ~~2023~~2024. The ~~decrease~~increase in net cash used in operating activities during the year ended August 31, ~~2024~~2025 relates primarily to aan ~~decrease~~increase in our net loss ($~~903,871~~6.1 million).

Investing Activities

Net cash used in investing activities is attributable to purchases of short-term investments, combined with acquisitions of intellectual property and equipment. During the fiscal year, ~~ten~~six additional patents were granted.

Financing Activities

Net cash provided by financing activities reflects net proceeds from the sale of common shares for cash ~~and the exercise of warrants~~. Net proceeds from the October 316, ~~2023, February 14,~~ 2024 and April 3028, ~~2024~~2025 financing transactions and ~~from~~At ~~warrant~~the ~~exercises~~Market offerings totaled approximately $106.30 million.

Critical Accounting Policies and Estimates

~~The~~ Our ~~discussion~~consolidated ~~and analysis of our~~ financial ~~condition~~statements and ~~results~~accompanying ofnotes ~~operations~~ are ~~based upon our consolidated financial statements, which have been~~ prepared in ~~conformity~~accordance with US GAAP. ~~Preparing~~These ~~financial~~accounting ~~statements~~principles ~~requires~~require management to make certain estimates, ~~judgements~~judgments and assumptions that affect the ~~application of accounting policies and the~~ reported amounts of assets, liabilities, revenue, and expenses during the periods reported. ~~Actual~~Based ~~results~~on ~~may~~information ~~differ~~available ~~from~~to management at the time, these estimates, judgments and assumptions are considered reasonable. We believe that understanding the basis and nature of the estimates, judgments and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.

~~Information~~A ~~about~~ critical ~~judgments~~accounting inestimate ~~applying~~is ~~the~~an accounting ~~policies~~estimate ~~that~~for ~~have~~which a) the ~~most~~nature ~~significant~~of ~~effect~~the onestimate ~~the~~is ~~amounts~~material ~~recognized~~due into the ~~consolidated~~related ~~financial~~level ~~statements~~of issubjectivity ~~discussed~~and ~~below.~~judgment ~~Further~~necessary ~~details~~to ofaccount for highly uncertain matters or the ~~nature~~susceptibility of ~~these~~such ~~judgments,~~matters ~~estimates~~to change, and ~~assumptions~~b) ~~may~~the beimpact ~~found~~of inthe estimate on the ~~relevant~~Company’s ~~notes~~financial toposition or operating performance is material. We did not identify any such estimates in our Annual Report on Form 10-K for the ~~consolidated~~year ~~financial~~ended ~~statements~~August 31, 2025.

~~Off-Balance~~31 ~~Sheet~~Table ~~Arrangements~~of Contents

~~We have no off~~Off-~~balance~~Balance ~~sheet~~Sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Arrangements

~~Item~~We ~~7A.~~have ~~Quantitative~~no ~~and~~off-balance ~~Qualitative~~sheet ~~Disclosures~~arrangements ~~About~~that ~~Market~~have ~~Risk~~or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

AsItem a7A. ~~“Smaller~~Quantitative ~~Reporting Company”, this Item~~ and ~~the~~Qualitative ~~related~~Disclosures ~~disclosure~~About isMarket ~~not required.~~Risk

~~Item~~As 8.a ~~Financial~~“Smaller ~~Statements~~Reporting Company”, this Item and ~~Supplementary~~the ~~Data~~related disclosure is not required.

31Item ~~Table~~8. ofFinancial ~~Contents~~Statements and Supplementary Data

~~REPORT~~32 OFTable ~~INDEPENDENT~~of ~~REGISTERED PUBLIC ACCOUNTING FIRM~~Contents

ToREPORT ~~the~~OF ~~Shareholders~~INDEPENDENT ~~and~~REGISTERED ~~Board~~PUBLIC ofACCOUNTING ~~Directors of~~FIRM

~~Lexaria~~To ~~Bioscience~~the ~~Corp.~~Shareholders and Board of Directors of

~~Opinion~~Lexaria onBioscience ~~the Financial Statements~~Corp.

WeOpinion ~~have~~on ~~audited~~ the ~~accompanying~~Financial consolidated balance sheets of Lexaria Bioscience Corp. and its subsidiaries (collectively, the “Company”) as of August 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2024 and 2023, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.Statements

~~Basis~~We have audited the accompanying consolidated balance sheets of Lexaria Bioscience Corp. and its subsidiaries (collectively, the “Company”) as of August 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for ~~Opinion~~the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2025 and 2024, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~These~~Going ~~financial~~Concern statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. Matter

WeThe ~~conducted~~accompanying ~~our~~financial ~~audits~~statements inhave ~~accordance~~been ~~with~~prepared ~~the~~assuming ~~standards~~that of the ~~PCAOB.~~Company ~~Those~~will ~~standards~~continue ~~require~~as ~~that~~a wegoing ~~plan~~concern. ~~and~~As ~~perform~~discussed ~~the~~in ~~audit~~Note 1 to ~~obtain reasonable assurance about whether~~ the financial statements ~~are free of material misstatement~~, ~~whether~~the ~~due~~Company tohas ~~error~~suffered orrecurring ~~fraud.~~losses ~~The~~from ~~Company~~operations isthat ~~not~~raise ~~required~~substantial todoubt ~~have,~~about ~~nor~~its ~~were~~ability ~~we engaged~~ to ~~perform,~~continue anas ~~audit~~a ofgoing ~~its internal control over financial reporting~~concern. AsManagement's ~~part~~plans ofin ~~our~~regard ~~audits~~to wethese matters are ~~required~~also todescribed ~~obtain~~in anNote ~~understanding~~1. ofThe ~~internal control over~~ financial ~~reporting~~statements ~~but~~do not ~~for~~include ~~the~~any ~~purpose~~adjustments ofthat ~~expressing~~might anresult ~~opinion~~from on the ~~effectiveness~~outcome of ~~the~~this ~~Company's internal control over financial reporting~~uncertainty. ~~Accordingly, we express no such opinion.~~

~~Our~~Basis audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for ~~our opinion.~~Opinion

~~Critical~~These ~~Audit~~financial ~~Matters~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Critical~~We ~~audit~~conducted ~~matters~~our ~~are~~audits ~~matters~~in ~~arising~~accordance ~~from~~with the ~~current~~standards ~~period~~of ~~audit~~the ofPCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements ~~that~~are ~~were~~free ~~communicated~~of material misstatement, whether due to error or fraud. The Company is not required to behave, ~~communicated~~nor were we engaged to ~~the~~perform, an audit ~~committee~~of ~~and~~its ~~that:~~internal ~~(1)~~control ~~relate~~over tofinancial ~~accounts~~reporting. orAs ~~disclosures~~part ~~that~~of our audits we are ~~material~~required to ~~the~~obtain an understanding of internal control over financial ~~statements~~reporting ~~and~~but ~~(2)~~not ~~involved~~for ~~our~~the ~~especially~~purpose ~~challenging,~~of ~~subjective,~~expressing oran ~~complex~~opinion ~~judgments. We~~on ~~determined~~the ~~that~~effectiveness ~~there~~of ~~are~~the noCompany's ~~critical~~internal ~~audit~~control ~~matters~~over financial reporting. Accordingly, we express no such opinion.

~~/s/~~Our ~~MaloneBailey~~audits included performing procedures to assess the risks of material misstatement of the financial statements, ~~LLP~~whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~www.malonebailey.com~~Critical Audit Matters

WeCritical ~~have~~audit ~~served~~matters asare matters arising from the ~~Company's~~current ~~auditor~~period ~~since~~audit ~~2022~~of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

~~Houston~~/s/ MaloneBailey, ~~Texas~~LLP

~~November 26, 2024~~www.malonebailey.com

32We ~~Table~~have ofserved ~~Contents~~as the Company’s auditor since 2022.

LEXARIA BIOSCIENCE CORP.
CONSOLIDATED BALANCE SHEETS
(Expressed in US Dollars)
	August 31,			August 31,
	2024			2023
ASSETS
Current
Cash	$	6,499,885		$	1,352,102
Marketable securities		55,807			125,642
Accounts receivable		154,477			126,686
Prepaid expenses and other current assets		1,187,817			546,783
Total Current Assets		7,897,986			2,151,213
Non-current assets, net
Long-term receivables		63,575			48,559
Right of use assets		134,843			167,446
Property & equipment, net		254,709			254,143
Intellectual property, net		516,676			462,625
		969,803			932,773
TOTAL ASSETS	$	8,867,789		$	3,083,986
LIABILITIES and STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	1,066,409		$	239,941
Deferred revenue		4,963			-
Lease liability, current		28,047			27,794
Total Current Liabilities		1,099,419			267,735
Lease liability, non-current		109,319			136,173
TOTAL LIABILITIES	$	1,208,738		$	403,908
Stockholders' Equity
Share Capital
Authorized: 220,000,000 common voting shares with a par value of $0.001 per share
Common shares issued and outstanding:
15,810,205 and 8,091,650 at August 31, 2024, and August 31, 2023, respectively	$	15,810		$	8,091
Additional paid-in capital		59,599,178			48,799,454
Accumulated Deficit		(51,558,772	)		(45,763,427	)
Accumulated other comprehensive loss		(19,816	)		-
Equity attributable to shareholders of Lexaria		8,036,400			3,044,118
Non-controlling Interest		(377,349	)		(364,040	)
Total Stockholders' Equity		7,659,051			2,680,078
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	8,867,789		$	3,083,986
The accompanying notes are an integral part of these consolidated financial statements.

Houston, Texas

33November ~~Table~~26, ~~of Contents~~2025

LEXARIA BIOSCIENCE CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in US Dollars except share amounts)
	Year Ended August 31,
	2024			2023
Revenue	$	464,278		$	226,208
Cost of goods sold		4,822			31,500
Gross profit		459,456			194,708
Operating expenses
Research and development		2,360,565			3,666,721
General and administrative		3,852,021			3,062,009
Total operating expenses		6,212,586			6,728,730
Loss from operations		(5,753,130	)		(6,534,022	)
Other income (loss)
Interest income		14,311			43,190
Unrealized loss on marketable securities		(69,835	)		(221,693	)
Total other income (loss)		(55,524	)		(178,503	)
Net loss	$	(5,808,654	)	$	(6,712,525	)
Less: Net loss attributable to non-controlling interest	$	(13,309	)	$	(47,626	)
Net loss attributable to Lexaria shareholders	$	(5,795,345	)	$	(6,664,899	)
Other comprehensive income
Foreign currency translation adjustment	$	(19,816	)	$	-
Total comprehensive loss	$	(5,815,161	)	$	(6,664,899	)
Basic and diluted loss per share	$	(0.47	)	$	(1.01	)
Weighted average number of common shares outstanding
- Basic and diluted		12,383,974			6,614,066
The accompanying notes are an integral part of these consolidated financial statements.

F-1

Table of Contents

34LEXARIA ~~Table~~BIOSCIENCE ofCORP. ~~Contents~~

LEXARIA BIOSCIENCE CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in US Dollars)
	Year Ended August 31,
	2024			2023
Cash flows used in operating activities
Net loss	$	(5,808,654	)	$	(6,712,525	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		492,236			170,382
Depreciation and amortization		76,153			145,397
Impairment loss		57,836			106,761
Bad debt expense		7,760			-
Noncash lease expense		32,603			41,564
Unrealized loss on marketable securities		69,835			221,693
Lease accretion		6,672			2,227
Change in operating assets and liabilities
Accounts receivable		(35,551	)		26,539
Inventory		-			43,069
Prepaid expenses and deposits		(641,034	)		29,978
Long-term receivables		(15,016	)		-
Accounts payable and accrued liabilities		826,468			88,492
Operating lease liability		(33,273	)		(44,814	)
Deferred revenue		4,962			-
Net cash used in operating activities	$	(4,959,003	)	$	(5,881,237	)
Cash flows used in investing activities
Intellectual property		(145,591	)		(135,862	)
Purchase of equipment		(43,014	)		(33,748	)
Net cash used in investing activities	$	(188,605	)	$	(169,610	)
Cash flows from financing activities
Proceeds from exercise of stock options		2,875			-
Proceeds from sale of common shares for cash		4,208,731			1,589,731
Proceeds from exercise of warrants		6,103,601			-
Net cash from financing activities	$	10,315,207		$	1,589,731
Effect of exchange rate changes on cash	$	(19,816	)	$	-
Net change in cash for the period		5,147,783			(4,461,116	)
Cash at beginning of period		1,352,102			5,813,218
Cash at end of period	$	6,499,885		$	1,352,102
Supplemental information of cash flows:
Income taxes paid in cash	$	10,042		$	8,214
Remeasurement of operating lease right of use assets and liabilities	$	-		$	156,566
The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED BALANCE SHEETS

35(Expressed ~~Table~~in ofUS ~~Contents~~Dollars)

LEXARIA BIOSCIENCE CORP.
	August 31,			August 31,
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
	2025			2024
For the Years Ended August 31, 2024 and 2023
ASSETS
(Expressed in US Dollars)
Current
(Audited)
Cash	$	1,802,123		$	6,499,885
															Accumulated
Short-term investments		143,267			-
							Additional					Non-			Other
Marketable securities		22,093			55,807
	Common Stock						Paid-in					controlling			Comprehensive			Stockholders
Accounts receivable		368,358			154,477
	Shares			Amount			Capital		Deficit			Interest			(Loss) Income			Equity
Prepaid expenses and other current assets		1,132,504			1,187,817
Balance August 31, 2022		5,950,998		$	5,951		$	47,041,481	$	(39,098,528	)	$	(316,414	)	$	-		$	7,632,490
Total Current Assets		3,468,345			7,897,986
Shares sold for cash		2,140,652			2,140			1,587,591		-			-			-			1,589,731
Non-current assets, net
Stock based compensation		-			-			170,382		-			-			-			170,382
Long-term receivables		64,013			63,575
Net loss		-			-			-		(6,664,899	)		-			-			(6,664,899	)
Right of use assets		106,816			134,843
Non-controlling interest		-			-			-		-			(47,626	)		-			(47,626	)
Intellectual property, net		307,818			516,676
Balance August 31, 2023		8,091,650		$	8,091		$	48,799,454	$	(45,763,427	)	$	(364,040	)	$	-		$	2,680,078
Property & equipment, net		228,129			254,709
Shares sold for cash		2,334,013			2,334			4,206,397		-			-			-			4,208,731
Total Non-current Assets		706,776			969,803
Shares issued from exercise of warrants		5,382,042			5,382			6,098,219		-			-			-			6,103,601
TOTAL ASSETS	$	4,175,121		$	8,867,789
Shares issued from exercise of options		2,500			3			2,872		-			-			-			2,875
LIABILITIES and STOCKHOLDERS' EQUITY
Stock based compensation								492,236		-			-			-			492,236
Current Liabilities
Foreign currency translation loss																(19,816	)		(19,816	)
Accounts payable and accrued liabilities	$	1,463,046		$	1,066,409
Net loss										(5,795,345	)								(5,795,345	)
Deferred revenue		-			4,963
Non-controlling interest													(13,309	)					(13,309	)
Lease liability, current		30,417			28,047
Balance August 31, 2024		15,810,205		$	15,810		$	59,599,178	$	(51,558,772	)	$	(377,349	)	$	(19,816	)	$	7,659,051
Total Current Liabilities		1,493,463			1,099,419
The accompanying notes are an integral part of these consolidated financial statements.
Lease liabilities - non-current		78,903			109,319
TOTAL LIABILITIES	$	1,572,366		$	1,208,738
Stockholders' Equity
Share Capital
Authorized: 220,000,000 common voting shares with a par value of $0.001 per share
Common shares issued and outstanding:
19,559,179 and 15,810,205 at August 31, 2025 and August 31, 2024, respectively	$	19,559		$	15,810
Additional paid-in capital		66,501,086			59,599,178
Accumulated Deficit		(63,460,613	)		(51,558,772	)
Accumulated other comprehensive loss		(70,335	)		(19,816	)
Equity attributable to shareholders of Lexaria		2,989,697			8,036,400
Non-controlling Interest		(386,942	)		(377,349	)
Total Stockholders' Equity		2,602,755			7,659,051
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,175,121		$	8,867,789

36The ~~Table~~accompanying notes are an integral part of ~~Contents~~these consolidated financial statements.

~~LEXARIA~~F-2 ~~BIOSCIENCE~~Table ~~CORP.NOTES~~of ~~TO THE CONSOLIDATED FINANCIAL STATEMENTSAugust 31, 2024 and 2023~~Contents

1.LEXARIA ~~Nature~~BIOSCIENCE ofCORP. ~~Business~~

~~Lexaria~~CONSOLIDATED ~~Bioscience~~STATEMENTS ~~Corp.~~OF ~~(“Lexaria”,~~OPERATIONS ~~“we”,~~AND ~~“our”~~COMPREHENSIVE orLOSS the “Company”) is a biotechnology company pursuing the enhancement of the bioavailability of a diverse and broad range of active pharmaceutical ingredients (“API”) using our proprietary DehydraTECH drug delivery technology. Our current focus is the investigation of the incorporation of our DehydraTECH drug delivery technology with GLP-1 and GIP drugs to enhance absorption and reduce adverse side effects.

~~Revenues~~(Expressed are generated from licensing contracts for the Company’s patented DehydraTECH technology based on the terms of use and defined geographic and licensing arrangements. We derive income from our third party contracted manufacturing of B2B DehydraTECH enhanced products made to customer specifications that are sold online and in~~-store~~ ~~in the~~ US ~~and~~Dollars ~~Canada.~~except Weshare ~~also~~amounts) ~~perform contract services in R&D for customer specific formulations that are used in comparison testing to customers’ existing products.~~

Liquidity

	Year Ended August 31,
	2025			2024

Revenue	$	705,923		$	464,278
Cost of goods sold		2,720			4,822
Gross profit		703,203			459,456

Operating expenses
Research and development		8,238,757			2,360,565
General and administrative		4,345,183			3,852,021
Total operating expenses		12,583,940			6,212,586

Loss from operations		(11,880,737	)		(5,753,130	)

Other income (loss)
Interest income		3,017			14,311
Unrealized loss on marketable securities		(33,714	)		(69,835	)
Total other income (loss)		(30,697	)		(55,524	)

Net loss	$	(11,911,434	)	$	(5,808,654	)
Less: Net loss attributable to non-controlling interest		(9,593	)		(13,309	)
Net loss attributable to Lexaria shareholders	$	(11,901,841	)	$	(5,795,345	)

Other comprehensive income (loss)
Foreign currency translation adjustment		(50,519	)		(19,816	)
Total comprehensive loss	$	(11,952,360	)	$	(5,815,161	)
Basic and diluted loss per share	$	(0.66	)	$	(0.47	)

Weighted average number of common shares outstanding
- Basic and diluted		17,998,715			12,383,974

The ~~Company’s~~accompanying ~~consolidated~~notes ~~financial~~are ~~statements~~an ~~included~~integral ~~herein~~part ~~have been prepared pursuant to the rules and regulations~~ of ~~the~~these ~~Securities~~consolidated and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States (“US GAAP”) applicable to a going concern, which assumes the Company will have sufficient funds to meet its financial ~~obligations for a period of at least 12 months from the date of this report~~statements.

~~Since~~F-3 ~~inception,~~Table the Company has incurred significant operating and net losses. The losses attributable to shareholders were $5.8 million and $6.7 million, for the years ended August 31, 2024 and 2023, respectively. As of August 31, 2024, we had an accumulated deficit of $51.6 million. We expect to continue to incur significant operational expenses and net losses in the upcoming 12 months. Our net losses may fluctuate significantly from quarter to quarter and year to year, depending on the stage and complexity of our R&D studies and corporate expenditures, additional revenues received from the licensing of our technology, if any, and the receipt of payments under any current or future collaborations we may enter into.Contents

~~During~~LEXARIA ~~the~~BIOSCIENCE ~~year ended August 31, 2024, we raised an approximate aggregate $10~~CORP.3 million in net proceeds from the sale of securities pursuant to our equity financings from October 3, 2023, February 14, 2024 and April 30, 2024 and from the exercise of warrants. Subsequent to August 31, 2024, we raised an additional $4.5 million in net proceeds in a registered direct offering. We may offer additional securities for sale during our fiscal year 2025 or thereafter in response to market conditions or other circumstances if we believe such a plan of financing is required to advance the Company’s business plans and is in the best interests of our stockholders.

~~Based~~CONSOLIDATED onSTATEMENTS ~~existing~~OF ~~cash~~STOCKHOLDERS' ~~resources, management believes that current funding will be sufficient to meet the Company’s financial obligations for a period of at least twelve months from the date of this report.~~ EQUITY

2.For ~~Significant~~the ~~Accounting~~Years ~~Policies~~Ended August 31, 2025 and 2024

~~Basis~~(Expressed ofin ~~presentation~~US ~~and consolidation~~Dollars)

These consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United States (“US GAAP”) and pursuant to the rules and regulations of the SEC. All amounts, unless otherwise stated, are in U.S. dollars.

					Additional								Non-
	Common Stock				Paid-in								controlling			Stockholders'
	Shares		Amount		Capital		Deficit			AOCI			Interest			Equity

Balance August 31, 2023		8,091,650	$	8,091	$	48,799,454	$	(45,763,427	)	$	-		$	(364,040	)	$	2,680,078
Shares sold for cash		2,334,013		2,334		4,206,397		-			-			-			4,208,731
Shares issued from exercise of warrants		5,382,042		5,382		6,098,219		-			-			-			6,103,601
Shares issued from exercise of options		2,500		3		2,872		-			-			-			2,875
Stock-based compensation		-		-		492,236		-			-			-			492,236
Foreign currency translation adjustment		-		-		-		-			(19,816	)		-			(19,816	)
Net loss		-		-		-		(5,795,345	)		-			-			(5,795,345	)
Non-controlling interest		-		-		-		-			-			(13,309	)		(13,309	)
Balance August 31, 2024		15,810,205	$	15,810	$	59,599,178	$	(51,558,772	)	$	(19,816	)	$	(377,349	)	$	7,659,051
Shares sold for cash		3,648,974		3,649		6,042,514		-			-			-			6,046,163
Restricted stock award		100,000		100		223,900		-			-			-			224,000
Stock-based compensation		-		-		635,494		-			-			-			635,494
Foreign currency translation adjustment		-		-		-		-			(50,519	)		-			(50,519	)
Net loss		-		-		-		(11,901,841	)		-			-			(11,901,841	)
Non-controlling interest		-		-		-		-			-			(9,593	)		(9,593	)
Balance August 31, 2025		19,559,179	$	19,559	$	66,501,086	$	(63,460,613	)	$	(70,335	)	$	(386,942	)	$	2,602,755

These consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries: Lexaria Pharmaceutical Corp., Lexaria Hemp Corp., Lexaria CanPharm ULC, Lexaria Nutraceutical Corp., Poviva Corp., Lexaria CanPharm Holding Corp., Lexaria (AU) Pty Ltd and Kelowna Management Services Corp. The ~~Company~~accompanying ~~owns~~notes ~~83.3%~~are ~~of Lexaria Nicotine LLC and the remaining 16.7% is owned by Altria Ventures Inc. (~~an ~~indirect~~integral ~~wholly~~part ~~owned subsidiary~~ of ~~Altria~~these ~~Group,~~consolidated ~~Inc.).~~financial ~~All significant intercompany balances and transactions have been eliminated upon consolidation~~statements.

37F-4 Table of Contents

~~Cash~~LEXARIA ~~and~~BIOSCIENCE ~~cash~~CORP. ~~equivalents~~

~~Cash~~CONSOLIDATED ~~and~~STATEMENTS ~~cash~~OF ~~equivalents~~CASH ~~include~~FLOWS cash-on-hand and demand deposits with financial institutions and other short-term investments with maturities of less than three months when acquired and readily convertible to known cash amounts. The Company had no cash equivalents as of August 31, 2024 or August 31, 2023.

~~Marketable~~(Expressed ~~Securities~~in US Dollars)

The Company’s marketable securities consist of investments in common stock. Investments in equity securities are reported at fair value with changes in unrecognized gains or losses included in other income (loss) on the Consolidated Statements of Operations and Comprehensive Loss.

	Year Ended August 31,
	2025			2024
Cash flows used in operating activities
Net loss	$	(11,911,434	)	$	(5,808,654	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		859,494			492,236
Depreciation and amortization		87,825			76,153
Impairment loss		247,364			57,836
Bad debt expense		-			7,760
Noncash lease expense		28,027			32,603
Unrealized loss on marketable securities		33,714			69,835
Lease accretion		9,047			6,672
Change in operating assets and liabilites:
Accounts receivable		(213,881	)		(35,551	)
Prepaid expenses and deposits		55,313			(641,034	)
Long-term receivables		(438	)		(15,016	)
Accounts payable and accrued liabilities		396,637			826,468
Operating lease liability		(37,093	)		(33,273	)
Deferred revenue		(4,962	)		4,962
Net cash used in operating activities	$	(10,450,387	)	$	(4,959,003	)

Cash flows used in investing activities
Short-term investments	$	(143,267	)	$	-
Additions to intellectual property		(75,106	)		(145,591	)
Purchase of equipment		(24,646	)		(43,014	)
Net cash used in investing activities	$	(243,019	)	$	(188,605	)

Cash flows provided by financing activities
Proceeds from exercise of stock options	$	-		$	2,875
Proceeds from shares sold for cash		6,046,163			4,208,731
Proceeds from exercise of warrants		-			6,103,601
Net cash provided by financing activities	$	6,046,163		$	10,315,207

Effect of exchange rate changes on cash	$	(50,519	)	$	(19,816	)
Net change in cash for the period		(4,697,762	)		5,147,783
Cash at beginning of period		6,499,885			1,352,102
Cash at end of period	$	1,802,123		$	6,499,885

~~Leases~~The accompanying notes are an integral part of these consolidated financial statements.

~~The~~F-5 ~~Company~~Table ~~accounts for its leases under ASC 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition~~ of ~~a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability.~~Contents

~~We determined the initial classification and measurement of our right-of-use assets and lease liabilities at the lease commencement date and thereafter if modified~~1. ~~The~~Nature ~~lease term includes any renewal options and termination options that we are reasonably certain to exercise. The present value~~ of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, we use our incremental borrowing rate. The incremental borrowing rate is determined by using the rate of interest that we would pay to borrow on a collateralized basis, an amount equal to the lease payments for a similar term and in a similar economic environment.Business

~~Operating~~Lexaria ~~lease~~Bioscience ~~expenses~~Corp. ~~are~~(“Lexaria”, ~~recognized~~“we”, on“our” or the “Company”) is a ~~straight-line~~biotechnology ~~basis,~~company ~~unless~~pursuing the ~~right-~~enhancement of~~-use~~ ~~asset~~the ~~has~~bioavailability ~~been~~of ~~impaired,~~a ~~over~~diverse ~~the~~and ~~reasonably~~broad ~~certain~~range ~~lease~~of ~~term~~active ~~based~~pharmaceutical oningredients ~~the~~(“API”) ~~total~~using ~~lease~~our ~~payments.~~proprietary ~~They~~DehydraTECH ~~are~~drug ~~included~~delivery intechnology. ~~operating~~Our ~~expenses~~current infocus is the ~~Consolidated~~investigation ~~Statements~~of the incorporation of ~~Operations~~our DehydraTECH drug delivery technology with GLP-1 and ~~Comprehensive~~GIP ~~Loss~~drugs to enhance absorption and reduce adverse events.

~~For~~Revenues ~~operating~~are ~~leases~~generated ~~that~~from ~~reflect~~licensing ~~impairment,~~contracts wefor ~~will recognize~~ the ~~amortization~~Company’s ofpatented ~~the~~DehydraTECH ~~right-of-use~~technology ~~asset~~based on athe ~~straight-line~~terms ~~basis~~of ~~over~~use ~~the~~and ~~remaining~~defined ~~lease~~geographic ~~term~~and ~~with~~licensing ~~rent~~arrangements. ~~expense~~We ~~still~~derive ~~included~~income infrom ~~operating~~our ~~expenses~~third inparty ~~the~~contracted ~~Consolidated~~manufacturing ~~Statements~~ of ~~Operations~~B2B ~~and~~DehydraTECH ~~Comprehensive~~enhanced ~~Loss.~~products ~~For~~made ~~all~~to ~~leases,~~customer ~~rent~~specifications ~~payments~~ that are ~~based~~sold ononline aand ~~fixed~~in-store ~~index~~in orthe ~~rate~~US atand ~~the~~Canada. ~~lease~~We ~~commencement~~also ~~date~~perform ~~are~~contract ~~included~~services in ~~the~~R&D ~~measurement~~for ofcustomer ~~lease~~specific ~~assets~~formulations ~~and~~that ~~lease~~are ~~liabilities~~used atin ~~the~~comparison ~~lease~~testing ~~commencement~~to ~~date~~customers’ existing products.

WeGoing have elected the practical expedient to not separate lease and non-lease components. Our non-lease components are primarily related to property taxes and maintenance, which vary based on future outcomes, and thus differences to original estimates are recognized in rent expense when incurred.Concern

~~Intellectual~~The ~~property~~Company’s consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States (“US GAAP”) applicable to a going concern, which assumes the Company will have sufficient funds to meet its financial obligations for a period of at least 12 months from the date of this report.

~~Capitalized~~Since ~~intellectual~~inception, ~~property~~the ~~costs~~Company ~~include~~has ~~those~~ incurred ~~with~~significant ~~respect~~operating and net losses. The losses attributable to ~~both~~shareholders ~~pending~~were $11.9 million and ~~granted~~$5.8 ~~patents~~million, ~~filed~~for the years ended August 31, 2025 and 2024, respectively. As of August 31, 2025, we had an accumulated deficit of $63.5 million. We expect to continue to incur significant operational expenses and net losses in the ~~United~~upcoming ~~States~~12 months. ~~When~~Our ~~patent~~net ~~applications~~losses ~~are~~may ~~filed~~fluctuate significantly from quarter to quarter and year to year, depending on the ~~directly~~stage ~~related~~and ~~capitalized~~complexity ~~costs~~of ~~are~~our ~~amortized~~R&D onstudies aand ~~straight-line~~corporate ~~basis~~expenditures, ~~over~~additional anrevenues ~~estimated~~received ~~economic~~from ~~life~~the licensing of 20our ~~years~~technology, if any, and the receipt of payments under any current or future collaborations into which we may enter. The recurring losses and negative net cash flows raise substantial doubt as to the Company’s ability to continue as a going concern.

~~Property~~During the year ended August 31, 2025, we raised an approximate aggregate $6.0 million in net proceeds from the sale of securities pursuant to our registered direct offerings which closed in April 2025 and ~~equipment~~October 2024, as well as At the Market (ATM) offerings. Subsequent to August 31, 2025, we raised an additional $3.5 million in net proceeds in a registered direct offering.

~~Property~~We ~~and~~may ~~equipment~~offer isadditional ~~stated~~securities atfor ~~cost~~sale ~~less~~during ~~accumulated~~our ~~depreciation~~fiscal ~~and~~year ~~impairment~~2026 ~~and~~or ~~depreciated~~thereafter ~~using~~in response to market conditions or other circumstances if we believe such a plan of financing is required to advance the ~~straight-line~~Company’s ~~method~~business ~~over~~plans and is in the ~~useful~~best ~~lives~~interests of our stockholders. There is no certainty that future equity or debt financing will be available or that it will be at acceptable terms and the ~~various~~outcome ~~asset~~of ~~classes~~these matters is unpredictable. ~~Laboratory~~A lack of adequate funding may force us to reduce spending, curtail or suspend planned programs or possibly liquidate assets. Any of these actions could adversely and ~~computer~~materially ~~equipment~~affect our business, cash flow, financial condition, results of operations, and ~~office~~potential ~~furniture~~prospects. ~~are~~The ~~depreciated~~sale ~~over~~of ~~periods~~additional ~~ranging~~equity ~~from~~may 3result in additional dilution to 10our ~~years~~stockholders. ~~Certain~~Entering ~~production~~into ~~equipment~~additional islicensing ~~depreciated~~agreements, bycollaborations, ~~units~~partnerships, ofalliances ~~production~~marketing, ~~method~~distribution, or licensing arrangements with third parties to increase our capital resources is also possible. ~~Leasehold~~If ~~improvements~~we ~~are~~do ~~amortized~~so, ~~over~~we ~~the~~may ~~term~~have ofto ~~the~~relinquish ~~related~~valuable ~~leases~~rights to our technologies, future revenue streams, research programs or ~~the~~product ~~economic~~candidates ~~life~~or ofgrant ~~the~~licenses ~~improvements,~~on ~~whichever~~terms isthat ~~shorter~~may not be favorable to us.

~~Impairment~~Our ability to continue operations after our current cash resources are exhausted is dependent on our ability to obtain additional debt or equity financing or a strategic partnership, which cannot be guaranteed. Cash requirements may vary materially from those now planned because of ~~long-lived~~changes ~~assets~~in our focus and direction of our research and development programs, competitive and technical advances, patent developments, regulatory changes or other developments. If adequate additional funds are not available when required, management may need to curtail its development efforts and planned operations to conserve cash.

~~Long-lived~~Based ~~assets,~~on ~~including~~existing ~~equipment~~cash ~~and intangible assets~~resources, ~~namely~~management ~~the~~believes ~~Company’s patents, are assessed for potential impairment when there is evidence~~ that ~~events~~current orfunding ~~changes~~will ~~in circumstances indicate that the carrying amount of an asset may~~ not be ~~recoverable.~~sufficient Anto ~~impairment~~meet ~~loss is recognized when~~ the ~~carrying~~Company’s ~~amount~~financial ofobligations ~~the~~for ~~long-lived asset is not recoverable and exceeds its fair value. The carrying amount of~~ a ~~long-lived~~period ~~asset is not recoverable if it exceeds the sum~~ of ~~the~~at ~~undiscounted~~least ~~cash~~twelve ~~flows~~months ~~expected to result~~ from the ~~use~~date ~~and eventual disposition~~ of ~~the~~this ~~asset~~report. ~~Any~~Accordingly, ~~required~~there ~~impairment loss~~ is ~~measured~~substantial doubt as ~~the~~to ~~amount~~our byability ~~which~~to ~~the~~continue ~~carrying amount of the long-lived asset exceeds its fair value and is recorded~~ as a ~~reduction~~going inconcern ~~the~~within ~~carrying~~one ~~value~~year offrom the ~~related~~date ~~asset~~of ~~and~~issuance aof ~~charge~~these tofinancial ~~profit or loss~~statements. ~~Intangible~~The ~~assets~~accompanying ~~with~~financial ~~indefinite~~statements ~~lives~~do ~~are~~not ~~tested~~include ~~for~~any ~~impairment~~adjustments ~~annually~~that ~~and~~might inbe ~~interim~~necessary ~~periods~~ if ~~certain events occur indicating that~~ the ~~carrying~~Company ~~value~~is ofnot ~~the~~able ~~intangible~~to ~~assets~~continue ~~may~~as bea ~~impaired~~going concern.

38F-6 Table of Contents

~~Revenue~~2. ~~recognition~~Significant Accounting Policies

~~The~~Basis ~~Company~~of ~~recognizes~~presentation ~~revenue~~and ~~in accordance with ASC 606’s core principle by applying the following five steps:~~consolidation

1.These ~~Identify~~consolidated ~~contracts~~financial ~~with~~statements ~~customers~~have 2.been ~~Identify~~prepared ~~the~~in ~~performance~~conformity ~~obligations~~with ingenerally ~~the~~accepted ~~contracts~~accounting 3.principles ~~Determine~~of the ~~contract~~United ~~price~~States 4.(“US ~~Allocate~~GAAP”) and pursuant to the ~~contract~~rules ~~price~~and 5regulations of the SEC. ~~Recognize~~All ~~revenue~~amounts, ~~when/as~~unless ~~performance~~otherwise ~~obligations~~stated, are ~~satisfied~~in U.S. dollars.

~~Licensing~~These ~~revenue~~consolidated ~~from~~financial ~~intellectual~~statements ~~property~~include the financial statements of the Company and its wholly owned subsidiaries: Lexaria Pharmaceutical Corp., Lexaria Hemp Corp., Lexaria CanPharm ULC, Lexaria Nutraceutical Corp., Poviva Corp., Lexaria CanPharm Holding Corp., Lexaria (AU) Pty Ltd and Kelowna Management Services Corp. The Company owns 83.3% of Lexaria Nicotine LLC and the remaining 16.7% is owned by Altria Ventures Inc. (an indirect wholly owned subsidiary of Altria Group, Inc.). All significant intercompany balances and transactions have been eliminated upon consolidation.

~~Our~~Cash ~~revenues from licenses that grant exclusive rights to use our intellectual property, which we consider functional IP, are recognized at a point in time following the transfer~~ and ~~use~~cash of our patented infusion technology DehydraTECH. Our licensees are also required to pay quarterly fixed non-refundable minimum performance fees which are recognized as revenue over the period to which they apply. equivalents

~~Usage~~Cash ~~fees~~and ~~from~~cash ~~intellectual~~equivalents ~~property~~include cash-on-hand and demand deposits with financial institutions and other short-term investments with maturities of less than three months when acquired and readily convertible to known cash amounts. The Company had no cash equivalents as of August 31, 2025 or August 31, 2024.

~~The Company may also earn sales~~Short-~~based~~term or usage-based royalties from its licensing contracts. The Company recognizes usage fees in the period when our licensees recognize sales of end-products that incorporate our licensed technology. No sales-based usage fees were recognized for the years ended August 31, 2024 and 2023.investments

~~Third~~Short-term ~~Party~~investment ~~Contracted~~balances ~~Manufacturing~~consist of guaranteed investment certificates used to secure the Company’s credit cards. The certificates had an original term of one year.

~~The~~Marketable Company recognizes revenue with respect to contract manufacturing arrangements when the related performance obligations have been satisfied (i.e., when it has completed the related manufacturing work) and in accordance with the five steps described in the ASC 606.Securities

~~Contract~~The ~~Research~~Company’s marketable securities consist of investments in common stock. Investments in equity securities are reported at fair value with changes in unrecognized gains or losses included in other income (loss) on the Consolidated Statements of Operations and ~~Development~~Comprehensive Loss. There have been no purchases or sales of equity securities. The Company recognized unrealized losses on its equity securities of $33,714 and $69,835 for the years ended August 31, 2025 and 2024, respectively.

The Company recognizes revenue from contract research and development arrangements when the related performance obligations have been satisfied and in accordance with the five steps described in ASC 606. The related performance obligation typically entails preparation of customer-specific formulations (i.e., DehydraTECH paired with the customer’s active ingredient) that the customer then uses in comparison testing relative to its existing product(s). Revenue is recognized upon shipment of the formulation to the customer.Leases

~~Cost~~The Company accounts for its leases under ASC 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of ~~sales~~a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability.

~~Cost~~We determined the initial classification and measurement of ~~sales~~our ~~includes~~right-of-use ~~all~~assets ~~expenditures~~and ~~incurred~~lease inliabilities ~~bringing~~at the ~~goods~~lease tocommencement ~~the~~date ~~point~~and ofthereafter ~~sale~~if modified. ~~This~~The lease term includes ~~third-party~~any ~~manufacturing~~renewal options and ~~handling~~termination ~~costs,~~options ~~direct~~that ~~costs~~we are reasonably certain to exercise. The present value of lease payments is determined by using the ~~raw~~interest ~~material~~rate implicit in the lease, ~~inbound~~if ~~freight~~that ~~charges~~rate is readily determinable; otherwise, ~~warehousing~~we ~~costs~~use our incremental borrowing rate. The incremental borrowing rate is determined by using the rate of interest that we would pay to borrow on a collateralized basis, an amount equal to the lease payments for a similar term and ~~applicable~~in ~~overhead~~a ~~expenses.~~similar economic environment.

~~Research~~Operating lease expenses are recognized on a straight-line basis, unless the right-of-use asset has been impaired, over the reasonably certain lease term based on the total lease payments. They are included in operating expenses in the Consolidated Statements of Operations and ~~development~~Comprehensive Loss.

~~Research~~For ~~and~~operating ~~development~~leases ~~costs~~that ~~are~~reflect ~~expensed~~impairment, aswe ~~incurred.~~will ~~These~~recognize ~~expenditures~~the ~~are~~amortization ~~comprised~~of the right-of-use ~~both~~asset inon a straight-~~house~~line ~~research~~basis ~~programs~~over ~~and~~the ~~through~~remaining ~~third-party~~lease ~~contracts~~term ~~including~~with ~~consultants,~~rent ~~academic~~expense still included in operating expenses in the Consolidated Statements of Operations and ~~non-profit~~Comprehensive ~~institutions,~~Loss. ~~contract~~For ~~manufacturing~~all leases, rent payments that are based on a fixed index or rate at the lease commencement date are included in the measurement of lease assets and ~~other~~lease ~~expenses~~liabilities at the lease commencement date.

~~Intellectual~~F-7 ~~property~~Table ~~expenses~~of Contents

~~Non-capitalizable~~We ~~costs~~have ~~associated~~elected ~~with~~the ~~intellectual~~practical ~~property~~expedient to not separate lease and non-~~related~~lease ~~matters~~components. Our non-lease components are ~~expensed~~primarily asrelated ~~incurred~~to property taxes and ~~included~~maintenance, inwhich ~~general~~vary based on future outcomes, and ~~administrative~~thus ~~expenses~~differences ~~within~~to ~~the~~original ~~Consolidated~~estimates ~~Statements~~are ofrecognized ~~Operations~~in ~~and~~rent ~~Comprehensive~~expense ~~Loss~~when incurred.

39Intellectual ~~Table~~property ~~of Contents~~

~~Stock~~Capitalized intellectual property costs include those incurred with respect to both pending and granted patents filed in the United States. When patent applications are filed, the directly related capitalized costs are amortized on a straight-~~based~~line ~~compensation~~basis over an estimated economic life of 20 years.

~~The~~Property ~~Company accounts for its stock-based compensation awards whereby all stock-based grants are recognized as expenses in the Consolidated Statements of Operations~~ and Comprehensive Loss based on the fair value at grant date subject to vesting dates and amortized over the related vesting period. The grant date fair value of each option award is estimated using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates and expected dividend yields of the common stock. equipment

~~Foreign~~Property ~~currency~~and ~~translation~~equipment is stated at cost less accumulated depreciation and impairment and depreciated using the straight-line method over the useful lives of the various asset classes. Laboratory and computer equipment and office furniture are depreciated over periods ranging from 3 to 10 years. Leasehold improvements are amortized over the term of the related leases, or the economic life of the improvements, whichever is shorter.

~~The~~Impairment Company’s reporting currency is the U.S. dollar. The Company has foreign operations whose functional currency is the local currency. Assets and liabilities are translated into U.S. dollars, the reporting currency, at the exchange rate on the balance sheet date. Revenues and expenses are translated into U.S. dollars at the average rates of ~~exchange~~long-lived prevailing during the reporting period. Foreign currency translation adjustments resulting from this process are reported as an element of other comprehensive income (loss) on the consolidated statements of operations and comprehensive loss. Transactions executed in different currencies are translated at spot rates and resulting foreign exchange transaction gains and losses are charged to income.assets

~~Loss~~Long-lived ~~per~~assets, ~~share~~including equipment and intangible assets, namely the Company’s patents, are assessed for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of the long-lived asset exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to profit or loss. Intangible assets with indefinite lives are tested for impairment annually and in interim periods if certain events occur indicating that the carrying value of the intangible assets may be impaired.

~~The~~Revenue calculation of loss per share uses the weighted average number of shares outstanding during the year. Diluted net income per share includes the effect, if any, from the potential exercise or conversion of securities, such as restricted stock, stock options, and warrants, which would result in the issuance of incremental shares of common stock. Diluted loss per share is equivalent to basic loss per share if the potential exercise of the equity-based financial instruments is anti-dilutive. recognition

~~Income~~The ~~taxes~~Company recognizes revenue in accordance with ASC 606’s core principle by applying the following five steps:

~~The~~1. ~~Company~~Identify ~~recognizes~~contracts ~~deferred~~with ~~tax~~customers ~~liabilities~~2. ~~and~~Identify ~~assets for~~ the ~~expected~~performance ~~future~~obligations ~~tax consequences of events that have been recognized~~ in the ~~Company’s~~contracts ~~financial statements or tax returns using the liability method~~3. ~~Under~~Determine ~~this method, deferred tax liabilities and assets are determined based on~~ the ~~temporary~~contract ~~differences~~price ~~between~~4. ~~the~~Allocate ~~financial statement and tax bases of assets and liabilities using enacted tax rates in effect in~~ the ~~year~~contract inprice ~~which the differences are expected to reverse~~5. ARecognize ~~valuation~~revenue ~~allowance~~when/as isperformance ~~established~~obligations toare ~~reduce deferred tax assets to an amount whose realization is more likely than not.~~satisfied

~~Fair~~Licensing ~~Value~~revenue ~~Measurements~~from intellectual property

~~When~~Our ~~measuring~~revenues ~~fair~~from ~~value,~~licenses ~~the~~that ~~Company~~grant ~~seeks~~exclusive rights to ~~maximize the~~ use ofour ~~observable~~intellectual ~~inputs~~property, ~~and~~which ~~minimize~~we ~~the~~consider ~~use~~functional ofIP, ~~unobservable~~are ~~inputs.~~recognized ~~This~~at ~~establishes~~ a ~~fair~~point ~~value~~in ~~hierarchy~~time ~~based~~following on the ~~level~~transfer ofand ~~independent~~use ~~objective~~of ~~evidence~~our ~~surrounding~~patented ~~the~~infusion ~~inputs~~technology ~~used to measure fair value~~DehydraTECH. AOur ~~financial~~licensees ~~instrument’s~~are ~~categorization~~also ~~within~~required ~~the~~to ~~fair~~pay ~~value~~quarterly ~~hierarchy~~fixed isnon-refundable ~~based~~minimum ~~upon~~performance ~~the~~fees ~~lowest~~which ~~level~~are ofrecognized ~~input~~as ~~that~~revenue isover ~~significant to~~ the ~~fair~~period ~~value measurement. Inputs are prioritized into three levels used~~ to ~~measure~~which ~~fair~~they ~~value:~~apply.

·Usage ~~Level~~fees 1from -intellectual Quoted prices in active markets for identical assets or liabilities; · Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and · Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.property

The Company’s ~~financial~~may ~~instruments~~also ~~consist~~earn ~~primarily~~sales-based ofor ~~cash,~~usage-based ~~marketable~~royalties ~~securities,~~from ~~accounts~~its ~~receivable~~licensing ~~and~~contracts. ~~payable,~~The ~~and~~Company ~~accrued~~recognizes ~~liabilities.~~usage ~~The~~fees ~~carrying~~in ~~amounts~~the period when our licensees recognize sales of ~~instruments~~end-products ~~approximate~~that ~~their~~incorporate ~~fair~~our ~~values~~licensed ~~due~~technology. toNo ~~their~~sales-based ~~short~~usage ~~maturities~~fees orwere ~~quoted~~recognized ~~market~~for ~~prices.~~the years ended August 31, 2025 and 2024.

~~The~~F-8 ~~Company’s~~Table headquarters and operations are located in Canada which results in exposure to market risks from fluctuations in foreign currency rates. The foreign currency exchange risk is the financial risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk as the impact of rate changes for USD/CAD dollars is not expected to be material.Contents

40Third ~~Table~~Party ofContracted ~~Contents~~Manufacturing

The ~~following~~Company ~~table~~recognizes ~~provides~~revenue awith ~~summary~~respect ofto ~~financial~~contract ~~instruments~~manufacturing ~~that~~arrangements ~~are~~when ~~measured~~the atrelated ~~fair~~performance ~~value~~obligations onhave abeen ~~recurring~~satisfied ~~basis~~(i.e., aswhen ofit ~~August~~has ~~31,~~completed ~~2024~~the related manufacturing work) and in accordance with the five steps described in the ASC 606.

	Carrying		Fair Value Measurement Using
	Value		Level 1		Level 2		Level 3		Total
Marketable Securities	$	55,807	$	55,807	$	-	$	-	$	55,807

Contract Research and Development

The ~~following~~Company ~~table~~recognizes ~~provides~~revenue afrom ~~summary~~contract research and development arrangements when the related performance obligations have been satisfied and in accordance with the five steps described in ASC 606. The related performance obligation typically entails preparation of ~~financial~~customer-specific ~~instruments~~formulations (i.e., DehydraTECH paired with the customer’s active ingredient) that ~~are~~the ~~measured~~customer atthen ~~fair~~uses ~~value~~in oncomparison atesting ~~recurring~~relative ~~basis~~to asits existing product(s). Revenue is recognized upon shipment of ~~August~~the ~~31,~~formulation ~~2023~~to the customer.

	Carrying		Fair Value Measurement Using
	Value		Level 1		Level 2		Level 3		Total
Marketable Securities	$	125,642	$	125,642	$	-	$	-	$	125,642

Cost of sales

~~Credit~~Cost ~~risk~~of sales includes all expenditures incurred in bringing the goods to the point of sale. This includes third-party manufacturing and ~~customer~~ ~~concentration~~handling costs, direct costs of the raw material, inbound freight charges, warehousing costs, and applicable overhead expenses.

~~The~~Research Company places its cash with a high credit quality financial institution. Periodically, the Company may carry cash balances at such financial institution in excess of the federally insured limit of $250,000. The Company has not experienced losses on these accounts and ~~management believes, based upon the quality of the financial institution, that the credit risk with regard to these deposits is not significant.~~ development

InResearch ~~the~~and ~~year~~development ~~ended~~costs ~~August~~are ~~31,~~expensed ~~2024, two customers~~as ~~accounted~~incurred. ~~for~~These ~~99%~~expenditures ofare ~~consolidated~~comprised ~~revenues, whereas for the year ended August 31,2023, four customers accounted for 95%~~ of ~~consolidated~~both ~~revenue. At fiscal year~~in-~~end~~house ~~2024,~~research weprograms ~~had~~and ~~$84,000~~through inthird-party ~~license~~contracts ~~fees~~including ~~receivable~~consultants, ~~compared~~academic toand ~~$24,635~~non-profit ~~as of August 31~~institutions, ~~2023.~~contract ~~The Company recognized bad debt expense of $7~~manufacturing,~~760~~ and $0other ~~for the years ended August 31, 2024 and August 31, 2023, respectively~~expenses.

AsIntellectual ofproperty ~~August 31, 2024, the Company had $70,477 in sales tax receivable, compared to $102,051 as of August 31, 2023. The Company considers its credit risk to be low for such receivables.~~expenses

~~Commitments~~Non-capitalizable costs associated with intellectual property-related matters are expensed as incurred and ~~contingencies~~included in general and administrative expenses within the Consolidated Statements of Operations and Comprehensive Loss.

~~Reclassifications~~Stock-based compensation

~~Certain~~The ~~amounts~~Company accounts for its stock-based compensation awards whereby all stock-based grants are recognized as expenses in the ~~prior~~Consolidated Statements of Operations and Comprehensive Loss based on the fair value at grant date subject to vesting dates and amortized over the related vesting period. ~~have~~The ~~been~~grant ~~reclassified~~date fair value of each option award is estimated using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to ~~conform~~make assumptions with ~~current~~respect ~~period~~to ~~presentation~~the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates and expected dividend yields of the common stock.

3.Foreign ~~Recent~~currency ~~Accounting Guidance~~translation

~~Recently~~The ~~Adopted~~Company’s ~~Pronouncements~~reporting currency is the U.S. dollar. The Company has foreign operations whose functional currency is the local currency. Assets and liabilities are translated into U.S. dollars, the reporting currency, at the exchange rate on the balance sheet date. Revenues and expenses are translated into U.S. dollars at the average rates of exchange prevailing during the reporting period. Foreign currency translation adjustments resulting from this process are reported as an element of other comprehensive income (loss) on the consolidated statements of operations and comprehensive loss. Transactions executed in different currencies are translated at spot rates and resulting foreign exchange transaction gains and losses are charged to income.

InSegment June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This Accounting Standards Update represents a significant change in the accounting for credit losses model by requiring immediate recognition of management’s estimates of current expected credit losses (CECL). Under the prior model, losses were recognized only as they were incurred. The Company has determined that it has met the criteria of a smaller reporting company ("SRC") as of November 15, 2019. As such, ASU 2019-10, Financial Instruments-Credit Losses, Derivatives and Hedging, and Leases: Effective Dates amended the effective date for the Company to be for reporting periods beginning after December 15, 2022. The Company adopted ASU 2016-13 effective September 1, 2023, and determined that its impact on the accompanying consolidated financial statements is immaterial.

41The ~~Table~~Company has one reportable segment: IP licensing. The IP licensing segment generates revenue from customers by licensing its proprietary DehydraTECH technology. The IP licensing segment’s accounting policies are the same as those described in this note. The chief operating decision maker, our Chief Executive Officer, assesses performance of ~~Contents~~the IP Licensing segment and makes resource allocation decisions based on cash flows that are also reported on the Consolidated Statements of Cash Flows. The measure of segment assets is reported on the consolidated balance sheet as consolidated total assets. The measure of segment profit or loss is net loss as per the Consolidated Statements of Operations and Comprehensive Loss.

~~Accounting~~F-9 ~~Pronouncements~~Table ~~Not~~of ~~Yet Adopted~~ Contents

InLoss ~~November~~per ~~2023,~~share the FASB issued ASU 2023-07, Segment Reporting (Topic 280)) – Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU also expands disclosure requirements to enable users of financial statements to better understand the entity’s measurement and assessment of segment performance and resource allocation. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures.

InThe ~~March~~calculation ~~2024,~~of ~~the~~loss ~~FASB~~per ~~issued~~share ~~ASU~~uses ~~2024-02-Codification Improvements-Amendments to Remove References to~~ the ~~Concepts~~weighted ~~Statements,~~average ~~that~~number ~~contains~~of ~~amendments~~shares tooutstanding during the ~~Codification that remove references to various FASB Concepts Statements~~year. ~~This~~Diluted ~~effort~~net ~~facilitates~~income ~~Codification~~per ~~updates~~share ~~for~~includes ~~technical~~the ~~corrections such as conforming amendments~~effect, ~~clarifications~~if ~~to guidance~~any, ~~simplifications~~from tothe ~~wording~~potential exercise or ~~the~~conversion ~~structure~~ of ~~guidance~~securities, ~~and~~such ~~other~~as ~~minor~~restricted ~~improvements.~~stock, ~~The~~stock ~~amendments are effective for public business entities for fiscal years beginning after December 15~~options, ~~2024,~~and ~~with early adoption permitted. Early application of the amendments in this ASU is permitted for all entities~~warrants, ~~for any fiscal year or interim period for~~ which ~~financial~~would ~~statements~~result ~~have~~in ~~not~~the ~~yet~~issuance ~~been~~of ~~issued~~incremental ~~(or~~shares ~~made~~of ~~available~~common ~~for issuance)~~stock. IfDiluted anloss ~~entity~~per ~~adopts~~share ~~the~~is ~~amendments~~equivalent into anbasic ~~interim~~loss ~~period,~~per itshare ~~must~~if ~~adopt~~the ~~them~~potential asexercise of the ~~beginning~~equity-based offinancial ~~the~~instruments ~~fiscal year that includes that interim period. The Company~~ is ~~currently assessing the effect of this ASU on its consolidated financial statements and related disclosures~~anti-dilutive.

4.For ~~Estimates~~the years ended August 31, 2025 and ~~Judgments~~2024, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive.

The preparation of financial statements in conformity with US GAAP requires us to make certain estimates, judgments and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported amount of revenue and expenses during the fiscal period. Some of the Company’s accounting policies require us to make subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. These accounting policies involve critical accounting estimates because they are particularly dependent on estimates and assumptions made by management about matters that are highly uncertain at the time the accounting estimates are made. Although we have used our best estimates based on facts and circumstances available to us at the time, different estimates reasonably could have been used. Changes in the accounting estimates used by the Company are reasonably likely to occur from time to time, which may have a material effect on the presentation of financial condition and results of operations.

	August 31,
	2025		2024
Stock Options		1,484,435		944,936
Warrants		7,298,171		5,931,649
Totals		8,782,606		6,876,585

~~Management~~Income reviews our estimates, judgments, and assumptions periodically and reflects the effects of any revisions in the period in which they are deemed to be necessary. We believe that these estimates are reasonable. However, actual results could differ from these estimates. taxes

~~Significant~~The ~~accounting~~Company ~~estimates~~recognizes ~~and~~deferred ~~assumptions~~tax ~~are~~liabilities ~~used~~and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, ~~but~~deferred ~~not~~tax ~~limited~~liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the year in which the differences are expected to: reverse. A valuation allowance is established to reduce deferred tax assets to an amount whose realization is more likely than not.

~~The~~Fair ~~Valuation~~Value ~~of Deferred Tax Assets~~Measurements

~~Judgment~~When ismeasuring ~~required~~fair invalue, ~~determining~~the ~~whether~~Company ~~deferred~~seeks ~~tax~~to ~~assets~~maximize ~~are~~the ~~recognized~~use onof ~~the~~observable ~~balance~~inputs ~~sheet.~~and ~~The~~minimize ~~recognition~~the use of ~~deferred~~unobservable ~~tax~~inputs. ~~assets~~This ~~requires~~establishes ~~management~~a tofair ~~assess~~value ~~the~~hierarchy ~~likelihood~~based ~~that~~on the ~~Company~~level ~~will~~of ~~generate~~independent ~~taxable~~objective ~~income~~evidence insurrounding ~~future~~the ~~periods~~inputs used to ~~utilize~~measure ~~the~~fair ~~deferred tax assets~~value. ~~Due~~A tofinancial ~~the Company~~instrument’s ~~history~~categorization ofwithin ~~losses,~~the ~~valuation~~fair ~~allowances~~value ~~are~~hierarchy ~~established~~is ~~when~~based ~~necessary~~upon tothe ~~reduce~~lowest ~~deferred~~level ~~tax~~of ~~assets~~input that is significant to the ~~amount~~fair ~~more~~value ~~likely~~measurement. ~~than~~Inputs ~~not~~are prioritized into three levels used to bemeasure ~~realized.~~fair value:

~~Value~~· ofLevel ~~Stock~~1 ~~Options~~- Quoted prices in active markets for identical assets or liabilities; · Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and ~~Warrants~~· Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

The Company provides compensation benefits to its employees, officers, directors, and consultants, through a stock option plan. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. Expected volatility assumptions used in the model are based on the historical volatility of the Company’s ~~share~~financial ~~price.~~instruments ~~The~~consist ~~Company~~primarily ~~uses historical data to estimate the period~~ of ~~option~~cash, ~~exercises~~marketable ~~for use in the valuation model. The risk-free interest rate for the expected term of the option is based on the yields of government bonds. Changes in these assumptions~~securities, ~~especially~~accounts ~~the~~receivable ~~share price volatility~~ and ~~the~~payable, ~~expected term determination could have a material impact on the Company’s profit~~ and ~~loss~~accrued ~~for the years presented~~liabilities. ~~All~~The ~~estimates~~carrying ~~used~~amounts inof ~~the~~instruments ~~model~~approximate ~~are~~their ~~based~~fair onvalues ~~historical~~due ~~data,~~to ~~which~~their ~~may~~short ~~not~~maturities beor ~~representative~~quoted ofmarket ~~future results~~prices.

~~Disposals~~The Company’s headquarters and operations are located in Canada which results in exposure to market risks from fluctuations in foreign currency rates. The foreign currency exchange risk is the financial risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of ~~Assets~~volatility -of ~~Value~~these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk as the impact of ~~Note~~rate ~~Receivable~~changes for USD/CAD dollars is not expected to be material.

The ~~Asset~~following ~~Purchase~~table ~~Agreement~~provides ~~for the sale of assets to Hill Inc. included C$2 million note (the “Note”) receivable as partial payment of the agreement. The Note does not contain~~ a ~~fixed~~summary ~~repayment schedule nor a maturity date. The repayment~~ of ~~the~~financial ~~Note~~instruments isthat ~~based~~are onmeasured ~~the~~at ~~purchaser~~fair ~~repaying the outstanding~~ value ofon ~~the~~a ~~Note~~recurring ~~and~~basis ~~interest from the future revenues generated from an untested market with no existing revenue streams. Therefore, with any repayment being highly doubtful, management determined at that time and~~ as of August 31, ~~2024 and 2023 that the value of the note to be notional and recorded the note at a zero value for accounting purposes~~2025. ~~During fiscal 2024, we received interest income on the note totalling $14,117. Hill Inc. continues to operate and make ongoing interest payments to us in relation to this Note.~~

Impairment of Long-Lived Assets

	Carrying		Fair Value Measurement Using
	Value		Level 1		Level 2		Level 3		Total
Marketable Securities	$	22,093	$	22,093	$	-	$	-	$	22,093

~~The~~F-10 ~~Company~~Table evaluated its patent portfolio and determined that certain pending applications had been abandoned or would not be pursued. As such, during the year ended August 31, 2024, the Company recognized an impairment loss of ~~$57,836 related to those abandoned applications.~~Contents

42The ~~Table~~following table provides a summary of ~~Contents~~financial instruments that are measured at fair value on a recurring basis as of August 31, 2024.

5. Accounts and Other Receivables

	Carrying		Fair Value Measurement Using
	Value		Level 1		Level 2		Level 3		Total
Marketable Securities	$	55,807	$	55,807	$	-	$	-	$	55,807

~~Accounts~~Credit ~~receivable~~risk ~~at August 31, 2024~~ and customer ~~August 31, 2023 consist of the following:~~concentration

	August 31,		August 31,
	2024		2023
Territory license fees	$	84,000	$	24,635
Sales tax		70,477		102,051
Long term receivable		63,575		48,559
Total Receivables	$	218,052	$	175,245

The Company places its cash with a high credit quality financial institution. Periodically, the Company may carry cash balances at such financial institution in excess of the federally insured limit of $250,000. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institution, that the credit risk with regard to these deposits is not significant.

6In the year ended August 31, 2025, two customers accounted for 100% of consolidated revenues, similar for the year ended August 31, 2024, whereby two customers accounted for 99% of consolidated revenue. ~~Prepaid~~At ~~Expenses~~fiscal year-end 2025, we had $174,000 in license fees receivable, compared to $84,000 as of August 31, 2024. The Company recognized bad debt expense of $0 and ~~Other~~$7,760 ~~Current~~for ~~Assets~~the years ended August 31, 2025 and August 31, 2024, respectively.

~~Prepaid~~As ~~expenses~~of ~~consist~~August of31, 2025, the ~~following~~Company athad ~~August~~$194,358 31in sales tax receivable, ~~2024~~compared ~~and~~to $70,477 as of August 31, ~~2023:~~2024. The Company considers its credit risk to be low for such receivables.

	August 31,		August 31,
	2024		2023
Advertising & Conferences	$	204,894	$	40,342
Research and Development		673,126		-
Consulting		-		331,811
Legal & Accounting Fees		45,600		36,795
License, Filing Fees, Dues		22,925		15,668
Office & Insurance		122,245		97,167
Capital Financing		119,027		25,000
Total Prepaid Expenses and Other Current Assets	$	1,187,817	$	546,783

Commitments and contingencies

43The ~~Table~~Company’s policy is to record accruals for any loss contingencies when it is probable that a liability has been incurred and the amount of ~~Contents~~loss can be reasonably estimated. In the event that estimates or assumptions prove to differ from actual results, adjustments are made in subsequent periods to reflect more current information. The Company, from time to time, may be subject to legal claims and proceedings related to matters arising in the ordinary course of business. Management has no knowledge of any such claim against the Company with, at minimum, a reasonable possibility that a material loss may be incurred.

~~7. Intellectual Property, net~~Reclassifications

ACertain ~~continuity~~amounts ~~schedule~~in ~~for~~the ~~capitalized~~prior ~~patents~~period ishave ~~presented~~been ~~below:~~reclassified to conform with current period presentation.

	August 31,			August 31,
	2024			2023
Balance – beginning	$	462,625		$	488,462
Addition		145,591			135,862
Impairment		(57,836	)		(106,761	)
Amortization		(33,704	)		(54,938	)
Balance – ending	$	516,676		$	462,625

3. Recent Accounting Guidance

~~The~~Recently ~~Company~~Adopted evaluated its patent portfolio and determined that certain pending applications had been abandoned or will not be pursued. As such, during the year ended August 31, 2024, the Company recognized an impairment loss of $57,836 related to those abandoned applications. The Company recognized $33,704 of amortization expense related to patents and licenses in the year ended August 31, 2024. Pronouncements

~~The~~In ~~following~~November ~~table~~2023, ~~summarizes~~the ~~expected~~FASB ~~future~~issued ~~amortization~~ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU also expands disclosure requirements to enable users of financial statements to better understand the ~~Company~~entity’s ~~patent~~measurement ~~portfolio~~and asassessment of ~~August~~segment 31performance and resource allocation. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods for fiscal years beginning after December 15, 2024:, with early adoption permitted. The Company adopted ASU 2023-07 in the current year and determined that its impact on the accompanying consolidated financial statements is immaterial.

Years Ending December 31,
2025	$	25,813
2026		25,813
2027		25,813
2028		25,813
2029		25,813
Thereafter	$	387,611
Total	$	516,676

Accounting Pronouncements Not Yet Adopted

44 In ~~Table~~March 2024, the FASB issued ASU 2024-02-Codification Improvements-Amendments to Remove References to the Concepts Statements, that contains amendments to the Codification that remove references to various FASB Concepts Statements. This effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of ~~Contents~~guidance, and other minor improvements. The amendments are effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. Early application of the amendments in this ASU is permitted for all entities, for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures.

8.F-11 ~~Property~~Table &of ~~Equipment, net~~ Contents

~~Property~~4. Estimates and ~~equipment, net consists of:~~Judgments

Saturday, August 31, 2024	Cost		Period Amortization			Additions		Accumulated Amortization			Net Balance
Leasehold improvements	$	259,981	$	(11,258	)	$	-	$	(259,981	)	$	-
Computers		70,781		(2,920	)		-		(69,076	)		1,705
Furniture fixtures equipment		31,126		(1,870	)		-		(31,126	)		-
Lab equipment		367,423		(26,400	)		43,014		(157,433	)		253,004
Total	$	729,311	$	(42,448	)	$	43,014	$	(517,616	)	$	254,709
August 31, 2023		Cost	Period Amortization			Additions		Accumulated Amortization			Net Balance
Leasehold improvements	$	259,981	$	(54,037	)	$	-	$	(248,723	)	$	11,258
Computers		70,781		(4,732	)		-		(66,156	)		4,625
Furniture fixtures equipment		31,126		(6,417	)		-		(29,257	)		1,869
Lab equipment		333,675		(29,986	)		33,748		(131,032	)		236,391
Total	$	695,563	$	(95,172	)	$	33,748	$	(475,168	)	$	254,143

~~During~~Management ~~the~~reviews ~~years~~our ~~ended~~estimates, ~~August 31~~judgments, ~~2024~~ and ~~August~~assumptions ~~31,~~periodically ~~2023,~~and ~~amortization~~reflects the effects of $0any ~~and~~revisions ~~$4,651~~in ~~was~~the ~~included~~period in ~~cost~~which ofthey ~~goods~~are ~~sold~~deemed to be necessary. We believe that these estimates are reasonable. However, actual results could differ from these estimates.

9.Significant ~~Accounts~~accounting ~~Payable~~estimates and ~~Accrued~~assumptions ~~Liabilities~~are used for, but not limited to:

~~Accounts~~The ~~payable~~Valuation ~~and accrued liabilities consist~~ of ~~the~~Deferred ~~following~~Tax ~~as of August 31, 2024 and August 31, 2023:~~Assets

	August 31,		August 31,
	2024		2023
Accounts Payable
Vendors payable	$	379,882	$	225,038
Sales tax payable	$	8,528	$	14,903
Accrued Liabilities
Vendors payable	$	677,999		-
Balance Ending	$	1,066,409	$	239,941

Judgment is required in determining whether deferred tax assets are recognized on the balance sheet. The recognition of deferred tax assets requires management to assess the likelihood that the Company will generate taxable income in future periods to utilize the deferred tax assets. Due to the Company’s history of losses, valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized.

~~10.~~Value ~~Revenues~~of Stock Options and Warrants

~~Revenues~~The Company provides compensation benefits to its employees, officers, directors, and consultants, through a stock option plan. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. Expected volatility assumptions used in the model are based on the historical volatility of the Company’s share price. The Company uses historical data to estimate the period of option exercises for use in the ~~years~~valuation ~~ended~~model. ~~August~~The 31risk-free interest rate for the expected term of the option is based on the yields of government bonds. Changes in these assumptions, ~~2024~~especially the share price volatility and ~~2023~~the ~~consist~~expected ofterm determination, could have a material impact on the ~~following:~~Company’s profit and loss for the years presented. All estimates used in the model are based on historical data, which may not be representative of future results.

	Year Ended August 31,
	2024		2023
IP Licensing	$	457,990	$	146,800
B2B		5,388		44,167
Other		900		35,241
Total Revenue	$	464,278	$	226,208

Disposals of Assets - Value of Note Receivable

45The ~~Table~~Asset Purchase Agreement for the sale of ~~Contents~~assets to Hill Inc. included CDN$2 million note (the “Note”) receivable as partial payment of the agreement. The Note does not contain a fixed repayment schedule nor a maturity date. The repayment of the Note is based on the purchaser repaying the outstanding value of the Note and interest from the future revenues generated from an untested market with no existing revenue streams. Therefore, with any repayment being highly doubtful, management determined at that time and as of August 31, 2025 and 2024 that the value of the note to be notional and recorded the note at a zero value for accounting purposes. During fiscal 2025, we received interest income on the note totaling $11.

~~Licensing revenue consists of IP licensing fees for transfer of the DehydraTECH technology in line with definitive agreements and includes non~~F-~~refundable~~12 ~~minimum~~Table ~~performance fees. The Company recognized $457,990 in licensing revenue during the year. The Company recognized B2B product revenues~~ of ~~$5,388 that relate to sales of our intermediate products for use by B2B customers in their products.~~Contents

~~11.~~Impairment ~~Income~~of ~~Taxes~~Long-Lived Assets

The ~~following~~Company ~~table~~evaluated ~~reconciles~~its ~~the~~patent ~~income~~portfolio ~~tax~~and ~~benefit~~determined atthat ~~the~~certain ~~U.S.~~pending ~~Federal~~applications ~~statutory~~had ~~rate~~been toabandoned ~~income~~or ~~tax~~would ~~benefit~~not atbe ~~the~~pursued. ~~Company’s~~As ~~effective~~such, ~~tax~~during ~~rates~~the asyear atended August 31, ~~2024~~2025, the Company recognized an impairment loss of $33,540 related to those abandoned applications and ~~2023:~~an additional $213,824 related to a write-down of the patent portfolio to a carrying value equal to related discounted future cash flows.

	August 31 2024			August 31 2023
	$			$
Loss before taxes		(5,808,654	)		(6,712,525	)
Expected income tax recovery		(1,255,377	)		(1,427,529	)
Non-deductible items		(532	)		(831	)
Change in estimates		119,349			4,271
Effect of changes in foreign and long-term tax rates					-
Change in valuation allowance		1,138,779			1,432,305
Total income taxes		2,219			8,216

5. Accounts and Other Receivables

~~Deferred~~Accounts ~~taxes~~receivable ~~reflect~~as ~~the tax effects~~ of ~~temporary~~August ~~differences~~31, ~~between~~2025 ~~the carrying amounts of assets~~ and ~~liabilities for financial reporting purposes. Deferred tax assets at~~ August 31, 2024 ~~and~~consist ~~2023 are comprised~~ of the following:

	August 312024			August 312023
	August 31,			August 31,
	$			$
	2025			2024
Non-capital losses		8,738,277			8,637,353
Territory license fees	$	174,000		$	84,000
Marketable securities		(14,051	)		(14,051	)
Sales tax		194,358			70,477
Stock based compensation		754,147			650,778
Long term receivable		64,013			63,575
R&D		1,348,082			371,326
Total Receivables	$	432,371		$	218,052
PPE and intangibles		(95,179	)		(64,569	)
Total deferred tax assets		10,731,276			9,580,837
Valuation Allowance		(10,731,276	)		(9,580,837	)
Net Deferred tax assets		-			-

~~The~~6. ~~Company~~Prepaid ~~has~~Expenses ~~net~~and ~~operating~~Other ~~loss~~Current ~~carry-forwards~~Assets ~~of approximately $44 million which may be carried forward to apply against future year income tax for U.S. tax purposes.~~

~~12.~~Prepaid ~~Common~~expenses ~~Shares~~consist of the following at August 31, 2025 and ~~Warrants~~August 31, 2024:

Fiscal 2024 Activity

	August 31,		August 31,
	2025		2024
Advertising & Conferences	$	1,572	$	204,894
Research and Development		669,791		673,126
Consulting		37,409		-
Legal & Accounting Fees		37,340		45,600
License, Filing Fees, Dues		27,563		22,925
Office & Insurance		239,829		122,245
Capital Financing		119,000		119,027
Total Prepaid Expenses and Other Current Assets	$	1,132,504	$	1,187,817

During the year ended August 31, 2024, the Company entered into Securities Purchase Agreements whereby on February 16, 2024, the Company issued 1,444,741 shares of common stock and 113,702 pre-funded warrants in a registered direct offering7. ~~The~~Intellectual ~~Company also sold to investors~~Property, warrants to purchase up to 1,558,443 shares of common stock. The combined effective offering price for each share of common stock and accompanying warrant was $2.31. The warrants will expire five years from the issuance date, and have an exercise price of $2.185 per share. The Company also agreed to partially compensate the placement agent through the issuance of warrants to purchase up to 54,546 shares of common stock. Such warrants will expire five years from the issuance date, and have an exercise price of $2.8875 per share. The net proceeds to the Company from the registered direct offering was $3.0 million, after deducting placement agent fees and other offering expenses paid by the Company. As of August 31, 2024, 1,298,702 warrants had been exercised. In addition, all 113,702 pre-funded warrants had been exercised for gross proceeds of $11.

46A ~~Table~~continuity ofschedule ~~Contents~~for capitalized patents is presented below:

During the year ended August 31, 2024, the Company also entered into a securities purchase agreement with a single healthcare-focused institutional investor to purchase 889,272 shares of common stock and 729,058 pre-funded warrants in a registered direct offering. In a concurrent private placement, the Company also sold to the investor, warrants to purchase up to 1,618,330 shares of common stock. The combined effective offering price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrant was $0.97 (to note the pre-funded warrants were issued at a price of $0.9699 and have an exercise price of $0.0001). The warrants will become exercisable six months from issuance, expire five and a half years from the issuance date, and have an exercise price of $0.97 per share. The net proceeds to the Company from the registered direct offering and concurrent private placement were $1.25 million, after deducting placement agent fees and other offering expenses payable by the Company. To date all of the pre-funded warrants have been exercised, resulting in the issuance by the Company of an aggregate 729,058 common shares for gross proceeds of $73. Further, all 1,618,330 warrants had been exercised by August 31, 2024.

	August 31,			August 31,
	2025			2024
Balance – beginning	$	516,676		$	462,625
Additions		75,106			145,591
Impairment		(247,364	)		(57,836	)
Amortization		(36,600	)		(33,704	)
Balance – ending	$	307,818		$	516,676

OnThe ~~April 30 2024, the~~ Company ~~entered~~evaluated ~~into~~its apatent ~~Warrant~~portfolio ~~Exercise~~and ~~Agreement~~determined ~~with~~that ancertain ~~existing~~pending ~~accredited~~applications ~~investor~~had ~~(the~~been ~~"Investor”)~~abandoned toor ~~exercise~~will innot ~~full~~be ~~outstanding~~pursued. ~~Common~~As ~~Stock~~such, ~~Purchase~~during ~~Warrants (~~the ~~"Exercise”)~~year toended ~~purchase~~August up31, ~~to an aggregate of 2~~2025,~~917,032~~ ~~shares of~~ the Company’s ~~common~~recognized ~~stock~~an ~~(the~~impairment ~~"Existing~~loss ~~Warrant”) for gross proceeds~~ of $433,~~407,444.~~540 ~~Immediately~~related ~~upon~~to ~~full~~those ~~exercise~~abandoned ofapplications. In ~~the Existing Warrant~~addition, ~~the~~as ~~Investor~~of ~~received~~August a31, ~~new unregistered Common Stock Purchase Warrant to purchase up to an aggregate of 2~~2025,~~917,032~~ ~~shares of~~ the Company’s ~~common~~determined ~~stock~~that (the ~~"New~~carrying ~~Warrant”).~~value ~~The~~of ~~New~~its ~~Warrant~~patent ~~was~~portfolio ~~issued~~exceeded torelated ~~the~~discounted ~~Investor~~future ~~for~~cash ~~consideration~~flows. ofAs ~~$0.125~~such, ~~per~~we ~~share~~recognized ~~for~~an additional ~~gross~~impairment ~~proceeds~~loss of $~~364~~213,~~629~~824. In ~~addition,~~The ~~102,097~~Company ~~warrants~~recognized ~~with an exercise price of~~ $~~5.9375~~36,600 ~~were issued as part~~ of aamortization ~~tail~~expense ~~commission.~~related ~~Placement~~to ~~agent~~patents ~~fees~~ and ~~other~~licenses ~~offering expenses~~ in the ~~amount~~year ofended ~~$209~~August 31,~~796~~ ~~were netted against the proceeds~~2025.

~~During~~F-13 ~~the~~Table ~~fiscal~~of ~~year ended August 31, 2024, the Company had warrant exercises resulting in the following share issuances:~~ Contents

~~1,622,250~~The ~~common~~following ~~shares~~table ~~pursuant~~summarizes toexpected ~~the~~future ~~exercise~~amortization of ~~warrants~~the ~~that~~Company’s ~~were~~patent ~~issued~~portfolio ~~under~~as ~~our May 11, 2023, financing, at an exercise price~~ of ~~$0.95~~August ~~per share for gross proceeds of $1~~31,~~541,137;~~ 2025:

1,618,330 common shares pursuant to the exercise of warrants that were issued under our October 3, 2023, financing, at an exercise price of $0.97 per share for gross proceeds of $1,569,780;

Fiscal Years Ending August 31,
2026	$	15,391
2027		15,391
2028		15,391
2029		15,391
2030		15,390
Thereafter		230,864
Total	$	307,818

~~729,058~~8. ~~common~~Property ~~shares~~& ~~pursuant to the exercise of pre-funded warrants that were issued under our October 3~~Equipment, ~~2023,~~net ~~financing, at an exercise price of $0.0001 per share for gross proceeds of $73 dollars;~~

~~1,298,702~~Property ~~common~~and ~~shares pursuant to the exercise of warrants that were issued under our February 16~~equipment, ~~2024,~~net ~~financing,~~consists ~~at an exercise price~~ of ~~$2.185 per share for gross proceeds of $2,837,664; and~~ :

113,702 common shares pursuant to the exercise of pre-funded warrants that were issued under our February 16, 2024, financing, at an exercise price of $0.0001 per share for gross proceeds of $11 dollars.

August 31, 2025	Cost		Period Amortization			Additions		Accumulated Amortization			Net Balance
Leasehold improvements	$	259,981	$	-		$	-	$	(259,981	)	$	-
Computers		70,781		(1,705	)		-		(70,781	)		-
Furniture fixtures equipment		31,126		-			-		(31,126	)		-
Lab equipment		410,438		(49,520	)		24,646		(206,955	)		228,129
Total	$	772,326	$	(51,225	)	$	24,646	$	(568,843	)	$	228,129

During the year ended August 31, 2024, 300,000 warrants expired.

August 31, 2024	Cost		Period Amortization			Additions		Accumulated Amortization			Net Balance
Leasehold improvements	$	259,981	$	(11,258	)	$	-	$	(259,981	)	$	-
Computers		70,781		(2,920	)		-		(69,076	)		1,705
Furniture fixtures equipment		31,126		(1,870	)		-		(31,126	)		-
Lab equipment		367,423		(26,400	)		43,014		(157,433	)		253,004
Total	$	729,311	$	(42,448	)	$	43,014	$	(517,616	)	$	254,709

~~Presented~~Depreciation ~~below~~and isamortization afor ~~continuity~~the ~~schedule~~years ~~for~~ended ~~warrants:~~ August 31, 2025 and August 31, 2024 totaled $51,225 and $42,448, respectively, of which $0 and $0 was included in cost of goods sold, respectively.

	Number of Warrants			Weighted Average Exercise Price $
Balance, August 31, 2022		2,421,983			8.04
Cancelled/expired		(7,500	)		24.00
Issued		2,106,000			0.95
Balance, August 31, 2023		4,520,483			4.71
Issued		7,093,208			2.76
Expired		(300,000	)		7.67
Exercised		(5,382,042	)		1.11
Balance, August 31, 2024		5,931,649			5.50

9. Accounts Payable and Accrued Liabilities

47Accounts ~~Table~~payable and accrued liabilities consist of ~~Contents~~the following as of August 31, 2025 and August 31, 2024:

Presented below is a summary of warrants outstanding as of August 31, 2024:

	August 31,		August 31,
	2025		2024
Accounts Payable
Vendors payable	$	569,754	$	379,882
Sales tax payable		21,506		8,528
Accrued Liabilities
Vendors payable		795,290		677,999
Vacation payable		76,496		-
Balance Ending	$	1,463,046	$	1,066,409

Number of Warrants	Weighted AverageExercise Price ($)		Weighted Average RemainingContractual Life in Years
60,798		36.00	0.20-0.24
317,190		10.50	0.68-0.69
16,667		9.00		0.54
1,719,828		6.58		1.38
483,750		0.95		3.70
314,287		2.31		4.47
2,917,032		4.75		4.47
102,097		5.94		4.47
5,931,649		5.50		3.25

F-14

Table of Contents

~~Fiscal~~10. ~~2023~~Revenues ~~Activity~~

~~During~~Revenues for the ~~year~~years ended August 31, ~~2023,~~2025 ~~the~~and ~~Company~~2024 ~~completed~~consist ~~the following issuances~~ of ~~common~~the ~~shares and warrants~~following:

	1.	34,652 shares were sold pursuant to an at-the-market offering ("ATM”) for gross proceeds of $114,456. Offering costs netted against proceeds amounted to $125,122.
		Year Ended August 31,
	2	2,106,000 units were sold at a price of $0.95 per unit, with each unit consisting of one common share and one warrant exercisable to purchase an additional common share at $0.95 per share, for net proceeds of $1,600,397. The 2,106,000 warrants are exercisable for a period of five (5) years.
		2025		2024
	No warrants have been exercised and 7,500 warrants expired during the year ended August 31, 2023.
IP Licensing		$	696,000	$	457,990
B2B			9,923		5,388
Other			-		900
Total		$	705,923	$	464,278

48The ~~Table~~Company recognized $696,000 and $457,990 in licensing revenue during the years ended August 31, 2025 and August 31, 2024, respectively. Licensing revenue consists of ~~Contents~~IP licensing fees for transfer of the DehydraTECH technology in line with definitive agreements and includes non-refundable minimum performance fees. During the years ended August 31, 2025 and August 31, 2024, the Company recognized B2B product revenues of $9,923 and $5,388, respectively, that relate to sales of our intermediate products for use by B2B customers in their products.

1311. ~~Stock~~Income ~~Options~~Taxes

The ~~Company~~following ~~established~~table anreconciles ~~Equity~~the ~~Incentive~~income ~~Plan~~tax ~~whereby~~benefit ~~our~~at ~~Board,~~the ~~pursuant~~U.S. toFederal ~~shareholder~~statutory ~~approved~~rate ~~amendments, may grant up~~ to ~~1,037,544~~income ~~stock~~tax ~~options~~benefit ~~to directors, officers, employees, and consultants with such number being increased to up to 10% of the issued share capital~~ at the ~~end~~Company’s ofeffective ~~each~~tax ~~calendar~~rates ~~year, at the discretion~~ as of ~~the~~August ~~board~~31, ~~pursuant~~2025 toand ~~an evergreen formula.~~2024:

Stock options may be exercised for a maximum period of up to ten (10) years but to date all currently issued options must be exercised, as determined by our Board, by no later than five years from the date of grant. The exercise price of an option is equal to or greater than the closing market price of the Company’s common shares on the day of or preceding the date of grant. Vesting terms are set by our Board. The estimated fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model.

	August 31 2025			August 31 2024
	$			$
Loss before taxes		(11,911,434	)		(5,808,654	)
Expected income tax recovery		(2,947,139	)		(1,255,377	)
Non-deductible items		(1,400,185	)		(532	)
Change in estimates		1,666,152			119,349
Effect of changes in foreign and long-term tax rates		-			-
Change in valuation allowance		2,681,172			1,138,779
Total income taxes		-			2,219

~~Fiscal~~Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Deferred tax assets at August 31, 2025 and 2024 ~~Activity~~are comprised of the following:

The Company granted the following stock options during the year ended August 31, 2024:

	August 31 2025			August 31 2024
	$			$
Non-capital losses		10,187,630			8,738,277
Marketable securities		349,121			(14,051	)
Stock based compensation		934,641			754,147
R&D		1,943,235			1,348,082
PPE and intangibles		(6,392	)		(95,179	)
Accrued vacation		4,213			-
Total deferred tax assets		13,412,448			10,731,276
Valuation Allowance		(13,412,448	)		(10,731,276	)
Net Deferred tax assets		-			-

Grant Date	Granted Quantity		Exercise Price		Contractual Life (years)
10/26/2023		85,000	$	1.15		5
3/15/2024		200,000	$	2.93		5
4/26/2024		151,500	$	2.36		5
7/26/2024		48,000	$	3.39		5
7/26/2024		12,000	$	3.39		2
8/31/2024		200,000	$	3.92		5
		696,500	$	2.91		4.95

The Company has net operating loss carryforwards of approximately $47 million which may be carried forward to apply against future year income tax for U.S. tax purposes.

OfOn ~~the~~July ~~200~~4,~~000~~ ~~options~~2025, ~~granted~~the onOne ~~March~~Big ~~15,~~Beautiful ~~2024~~Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant provisions, ~~150~~such as the permanent extension of certain expiring provisions in the Tax Cut and Jobs Act,~~000~~ ~~were~~modifications ~~subsequently~~to ~~cancelled~~the international tax framework, and 50restoration of favorable tax treatment for certain business provisions. The Company is currently assessing the OBBBA’s impact on its consolidated financial statements,~~000~~ ~~were~~which ~~fully~~is ~~vested~~expected to be immaterial.

~~Fiscal~~F-15 ~~2023~~Table ~~Activity~~of Contents

~~The~~12. ~~Company~~Common ~~granted~~Shares ~~the~~and ~~following stock options during the year ended August 31, 2023:~~Warrants

Options	Weighted Average Exercise Price		Contractual Life (years)
41,200	$	1.96		5
5,000	$	2.73		5
3,400	$	3.04		5
20,000	$	0.87		5
69,600	$	1.75	(Avg. Contractual Life) 5

Fiscal 2025 Activity

~~During~~The ~~the~~Company ~~year~~entered ~~ended~~into ~~August~~a ~~31,~~Securities ~~2023~~Purchase Agreement whereby on April 28, ~~267~~2025,~~969~~ ~~previously~~the ~~granted~~Company ~~options~~issued ~~with~~2,000,000 ~~exercise~~shares ~~prices~~of ~~ranging~~common ~~from~~stock at a $91.6000 toper $4share in a registered direct offering.80 ~~were~~The ~~repriced~~Company also agreed to compensate the placement agent through the issuance of warrants to purchase up to 70,000 shares of common stock. Such warrants will expire five years from the issuance date and have an exercise price of $31.0025 ~~following~~per ~~shareholder~~share. ~~approval~~The ~~obtained~~net atproceeds to the Company’s ~~annual~~from ~~shareholder~~the ~~meeting~~registered ~~held~~direct onoffering ~~May~~was 9$1.7 million, ~~2023~~after deducting placement agent fees and other offering expenses paid by the Company.

49In ~~Table~~February 2025, the Company sold 6,585 shares of ~~Contents~~common stock through an At the Market (ATM) offering for net proceeds of $11,720. On September 19, 2025 the Company terminated the ATM and the associated share issuance costs of $94,000 will be charged to additional paid-in capital during the first quarter of fiscal year 2026.

AOn ~~continuity~~January ~~schedule~~7, ~~for~~2025, ~~stock~~the ~~options~~Company isissued ~~presented~~100,000 ~~below:~~Restricted Stock Awards ('RSAs') with a fair value of $224,000 and having a vesting period of six months to its Strategic Executive Consultant. The RSAs fully were vested as of August 31, 2025.

	Options			WeightedAverageExercisePrice		WeightedAverage Remaining ContractualTerm(years)		Aggregate IntrinsicValue
Balance August 31, 2022		424,836			6.45
Cancelled/expired		(47,500	)		2.98
Granted		69,600			1.75
Balance August 31, 2023		446,936		$	3.32		3.25	$	3,600
Cancelled/expired		(196,000	)	$	2.94		4.27
Exercised		(2,500	)	$	1.15		4.16
Granted		696,500		$	2.91		4.63
Balance August 31, 2024 (Outstanding)		944,936			3.11		3.64		971,959
Balance August 31, 2024 (Exercisable)		734,936			2.88		3.31		971,959

In October 2024, the Company sold 8,402 shares of common stock through an ATM offering for gross proceeds of $26,146. Share issuance costs related to the ATM offering of $144,812 were charged to additional paid in capital.

~~The~~On ~~intrinsic~~October ~~value~~16, 2024, the Company, pursuant to a Securities Purchase Agreement, issued 1,633,987 shares of common stock ~~option~~at ~~awards~~a ~~that~~purchase ~~vested~~price ~~during~~of $3.06 per share for gross and net proceeds of $5.0 million and $4.5 million, respectively. Concurrently, the ~~fiscal~~Company ~~year~~issued, ~~represents~~by way of a private placement transaction, 4,551,019 share purchase warrants, entitling the ~~value~~holder thereof to purchase up to 4,551,019 shares of common stock at a price of $3.06 per share for a period of five years from January 14, 2025, the date of shareholder approval for such warrant issuance. The shares were registered pursuant to a take down of the Company’s ~~closing~~Form ~~stock~~S-3 ~~price~~registration onstatement and the ~~last~~warrants ~~trading~~and ~~day~~related warrant shares were registered pursuant to a Form S-3 registration statement. As part of the ~~fiscal~~terms ~~year~~and inconditions ~~excess~~ of the warrant issuance, the sole investor agreed to cancel the 2,917,032 share purchase warrants bearing an exercise price ~~multiplied~~of by$4.75 that were issued to them in the ~~number~~April 30, 2024 financing. We also issued the placement agent warrants to purchase up to 57,190 shares for a period of ~~vested~~five ~~options~~years from the date of issuance shares at an exercise price of $3.825 per share.

~~The~~Presented ~~fair~~below ~~value~~is ofa ~~options~~continuity ~~awarded~~schedule ~~during~~for ~~the fiscal years ended August 31, 2024 and August 31,~~warrants: ~~2023 totaled $1,267,732 and $89,057, respectively.~~

The fair value of options granted was estimated as of the date of the grant by using the Black-Scholes option pricing model with the following assumptions:

	Number of Warrants			Weighted Average Exercise Price
Balance, August 31, 2023		4,520,483		$	4.71
Issued		7,093,208			2.76
Expired		(300,000	)		7.67
Exercised		(5,382,042	)		1.11
Balance, August 31, 2024		5,931,649		$	5.50
Issued		4,678,209			3.04
Cancelled/Expired		(3,311,687	)		5.90
Balance, August 31, 2025		7,298,171		$	3.75

	August 31,2024			August 31,2023
Expected Volatility	92%-98		%	98%-119		%
Risk Free interest rate	3.77%-5.03		%	0.78%-3.30		%
Expected life	2.5-4.0 years			5.0 years
Dividend Yield		0.00	%		0.00	%
Estimated fair value per option	$0.63-$2.57			$2.25-$5.10

Presented below is a summary of warrants outstanding as of August 31, 2025:

Stock-based compensation expense for the fiscal years ended August 31, 2024 and August 31, 2023 totaled $492,236 and $170,382, respectively. Of the current fiscal year expense, $453,119 relates to current year option awards, and $39,117 relates to the vesting of options awarded in previous fiscal years.

Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years
	1,719,828	$	6.58		0.38
	483,750		0.95		2.70
	314,287		2.31		3.47
	102,097		5.94		3.47
	4,551,019		3.06		4.38
	57,190		3.83		4.38
	70,000		1.25		4.65
	7,298,171	$	3.75		3.27

~~As of August 31, 2024, unrecognized non~~F-~~cash~~16 ~~stock-based~~Table ~~compensation expense totaled $533,619 related to 210,000 unvested stock options with a weighted average exercise price~~ of ~~$3.89. This expense is expected to be recognized over a weighted average period of 2.26 years.~~Contents

50Fiscal ~~Table~~2024 ~~of Contents~~Activity

~~14.~~During ~~Commitments~~the year ended August 31, ~~Significant~~2024, ~~Contracts~~the ~~and~~Company ~~Contingencies~~completed the following issuances of common shares and warrants:

~~Right~~1. 1,558,443 units were sold at a price of ~~Use~~$2.31 ~~Assets~~per -unit, ~~Operating~~with ~~Lease~~each unit consisting of one common share and one warrant exercisable to purchase an additional common share at $2.185 per share, for net proceeds of $3,000,000. The 1,558,443 warrants are exercisable for a period of five (5) years. 2. 1,618,330 units were sold at a price of $0.97 per unit, with each unit consisting of one common share and one warrant exercisable to purchase an additional common share at $0.97 per share, for net proceeds of $1,250,000. The 1,618,330 warrants are exercisable for a period of five (5) years. 3. 2,917,032 warrants were issued as part of a Warrant Exercise Agreement having a five (5) year exercise period at an exercise price of $4.75. 4. 5,382,042 warrants were exercised for gross proceeds of $6,103,601 and 300,000 warrants expired during the year ended August 31, 2024.

~~Corporate offices and R&D lab space is leased in Kelowna, British Columbia, Canada which lease was renewed during fiscal 2023 until November 15, 2028~~13. InStock ~~addition to minimum lease payments, the lease requires us to pay property taxes and operating costs which are subject to annual adjustments.~~ Options

	August 31, 2024			August 31, 2023
	$			$
Right of use assets - operating leases		167,446			52,444
Remeasurement related to lease extension		-			156,566
Amortization		(32,603	)		(41,564	)
Total lease assets		134,843			167,446
Liabilities:		163,967			49,988
Remeasurement related to lease extension		-			156,566
Lease payments		(33,273	)		(44,814	)
Interest accretion		6,672			2,227
Total lease liabilities		137,366			163,967
Operating lease cost		134,843			167,446
Operating cash flows for lease		(33,273	)		44,814
Remaining lease term	4.21 Years			5.17 Years
Discount rate		7.25	%		7.25	%

The Company established an Equity Incentive Plan whereby our Board, pursuant to shareholder approved amendments, may grant up to 1,745,259 stock options to directors, officers, employees, and consultants with such number being increased to up to 10% of the issued share capital at the end of each calendar year, at the discretion of the board, pursuant to an evergreen formula.

~~Pursuant~~Stock tooptions ~~the~~may ~~terms~~be exercised for a maximum period of ~~the~~up ~~Company’s~~to ~~lease~~ten ~~agreements~~(10) inyears ~~effect~~but atto ~~August~~date 31all currently issued options must be exercised, ~~2024~~as determined by our Board, by no later than five years from the ~~following~~date ~~table~~of ~~summarizes~~grant. The exercise price of an option is equal to or greater than the closing market price of the Company’s ~~maturities~~common shares on the date of ~~operating~~grant. ~~lease~~Vesting ~~liabilities:~~terms are set by our Board. The estimated fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model.

Fiscal Year	Amount
2024	$	-
2025		37,094
2026		37,345
2027		38,641
2028		38,901
2029		8,104
Thereafter		-
Total lease payments		160,085
Less: imputed interest		(22,719	)
Present value of operating lease liabilities		137,366
Less: current obligations under leases		(28,047	)
Total	$	109,319

Fiscal 2025 Activity

~~15.~~The ~~Segment~~Company ~~Information~~granted the following stock options during the year ended August 31, 2025:

The Company’s operations involve the development and usage, including licensing, of DehydraTECH. Lexaria is centrally managed and its chief operating decision makers, being the President and the CEO, use the consolidated and other financial information supplemented by revenue information by category of business-to-business product production and technology licensing to make operational decisions and to assess the performance of the Company. The Company has identified four reportable segments: Intellectual Property Licensing, B2B Production, Research and Development and Corporate. Licensing revenues are concentrated on three licensees.

Grant Date	Granted Quantity		Exercise Price		Contractual Life (years)
10/01/2024		62,000	$	3.17		5
11/27/2024		20,000		2.10		5
12/09/2024		10,000		2.42		5
01/13/2025		50,000		2.07		5
05/15/2025		444,500		1.04		5
Total		586,500	$	1.41		5

51F-17 Table of Contents

	IP			B2B									Consolidated
Year Ended August 31, 2024	Licensing			Product			R&D			Corporate			Total
Revenue	$	457,990		$	5,388		$	900		$	-		$	464,278
Cost of goods sold					(4,822	)								(4,822	)
Operating expenses		(340	)		(1,124	)		(2,360,565	)		(3,850,557	)		(6,212,586	)
Other income/(expense)											(55,524	)		(55,524	)
Segment loss	$	457,650		$	(558	)	$	(2,359,665	)	$	(3,906,081	)	$	(5,808,654	)
Total assets	$	164,152		$	63,131		$	497,603		$	8,142,903		$	8,867,789

Fiscal 2024 Activity

	IP			B2B									Consolidated
Year Ended August 31, 2023	Licensing			Product			R&D			Corporate			Total
Revenue	$	146,800		$	44,167		$	35,241		$	-		$	226,208
Cost of goods sold		-			(31,500	)		-			-		$	(31,500	)
Operating expenses		(70,677	)		(282,709	)		(3,666,721	)		(2,708,623	)	$	(6,728,730	)
Other income/(expense)					-			-			(178,503	)	$	(178,503	)
Segment loss	$	76,123		$	(270,042	)	$	(3,631,480	)	$	(2,887,126	)	$	(6,712,525	)
Total assets	$	103,336		$	65,573		$	187,532		$	2,729,545		$	3,083,986

The Company granted the following stock options during the year ended August 31, 2024:

52 Table of Contents

Grant Date	Granted Quantity		Exercise Price		Contractual Life (years)
10/26/2023		85,000	$	1.15		5
3/15/2024		200,000		2.93		5
4/26/2024		151,500		2.36		5
7/26/2024		48,000		3.39		5
7/26/2024		12,000		3.39		2
8/31/2024		200,000		3.92		5
Total		696,500	$	2.91		4.95

16Of the 200,000 options granted on March 15, 2024, 150,000 were subsequently cancelled and 50,000 were fully vested. ~~Subsequent~~The ~~Events~~contractual life for these options was also reduced to 2 years.

~~Subsequent~~A tocontinuity ~~the~~schedule fiscal year end, the Company engaged Mr. Michael Shankman as its Chief Financial Officer to fill the vacancy created when Mr. Cabatuan resigned from this position on July 15, 2024. Pursuant to the Executive Management Agreement entered into between the Company and Mr. Shankman, Mr. Shankman will be compensated with a base annual salary of US$120,000, subject to annual increases of 1.25 x the annual inflation rate as determined by the US Federal Reserve Board, an option grant for ~~the~~stock ~~issuance~~options ofis uppresented to 50,000 common shares vested over three years, and annual performance milestone bonuses of up to 35% during the first year, 40% during the second year and thereafter up to 50% of the base salary. Should Mr. Shankman be terminated without cause, after an initial six months with the Company, he will be entitled to severance pay equal to two (2) months base salary, with such severance pay increasing by a month for each completed year of employment. Mr. Shankman will also be entitled to medical and dental benefits equal in value to up to $2,000 per month and four (4) weeks of paid vacation.below:

Subsequent to the fiscal year end, on September 4, 2024, we entered into an engagement agreement with H.C. Wainwright & Co. LLC (“HCW”), pursuant to which we agreed to sell in a registered direct offering, 1,633,987 shares of common stock at a purchase price of $3.06 per share for gross and net proceeds of $5.0 million and $4.5 million, respectively. Concurrently, the Company issued, by way of a private placement transaction, 4,551,019 share purchase warrants, entitling the holder thereof to purchase up to 4,551,019 shares of common stock at a price of $3.06 per share for a period of five years from the date of shareholder approval for such warrant issuance. The securities were issued on October 16, 2024, with the shares registered pursuant to a take down of the Company’s Form S-3 registration statement and the warrants and related warrant shares are required to be registered pursuant to a Form S-1 registration statement As part of the terms and conditions of the warrant issuance, the sole investor agreed to cancel the share purchase warrants that were issued to them in the April 30, 2024 financing. We also issued HCW warrants to purchase up to 57,190 shares at an exercise price of $3.825 per share. HCW was paid 7% of the gross proceeds and was also reimbursed $70,000 for its expenses and $15,950 in closing fees.

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Balance August 31, 2023		446,936		$	3.32		3.25	$	3,600
Cancelled/expired		(196,000	)		2.94				-
Exercised		(2,500	)		1.15				-
Granted		696,500			2.91				-
Balance August 31, 2024		944,936		$	3.11		3.64	$	971,959
Cancelled/expired		(47,001	)		7.78				-
Granted		586,500			1.41				-
Balance August 31, 2025 (Outstanding)		1,484,435		$	2.29		3.49	$	206
Balance August 31, 2025 (Exercisable)		1,322,343		$	2.14		3.42	$	206

OnThe ~~October~~intrinsic 1,value ~~2024,~~of stock option awards that vested during the ~~Company~~fiscal ~~awarded~~year anrepresents ~~option~~the ~~grant~~value toof anthe ~~employee~~Company’s ~~for~~closing stock price on the ~~purchase~~last trading day of upthe tofiscal ~~12,000~~year ~~common~~in ~~shares~~excess atof anthe exercise price ofmultiplied ~~$3.17~~by ~~per~~the ~~share~~number of vested options.

InThe ~~October~~fair ~~2024,~~value ~~the Company sold 8,402 shares~~ of ~~common~~options ~~stock~~awarded ~~through~~during anthe Atfiscal ~~the~~years ~~Market~~ended ~~(ATM)~~August ~~offering.~~31, ~~Net~~2025 ~~proceeds~~and ~~from~~August ~~these~~31, ~~sales~~2024 totaled $25482,~~359~~045 and $1,267,732, respectively.

53The ~~Table~~fair value of ~~Contents~~options granted was estimated as of the date of the grant by using the Black-Scholes option pricing model with the following assumptions:

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

	August 31, 2025			August 31, 2024
Expected Volatility	94%-98		%	92%-98		%
Risk Free interest rate	3.57%-4.18		%	3.77%-5.03		%
Expected life	2.5 years			2.5-4.0 years
Dividend Yield		0.00	%		0.00	%
Estimated fair value per option	$0.62-$1.72			$0.63-$2.57

~~None.~~F-18 Table of Contents

~~Item~~Stock-based 9Acompensation expense for the fiscal years ended August 31, 2025 and August 31, 2024 totaled $859,494 and $492,236, respectively. ~~Controls~~Of the current fiscal year expense, $595,119 relates to current year option awards and ~~Procedures~~restricted stock awards, and $264,375 relates to the vesting of options awarded in previous fiscal years.

~~Management’s~~As ~~Report~~of onAugust ~~Disclosure~~31, ~~Controls~~2025, ~~and~~unrecognized ~~Procedures~~non-cash stock-based compensation expense totaled $364,868 related to 162,092 unvested stock options with a weighted average exercise price of $3.47. This expense is expected to be recognized over a weighted average period of 1.30 years.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms14. ~~This information is accumulated and communicated to our management~~Commitments, ~~including~~Significant ~~our~~Contracts ~~Chief Executive Officer (currently our acting Principal Executive Officer)~~ and ~~our~~Contingencies ~~Chief Financial Officer (currently our acting Principal Financial and Accounting Officer)to allow for timely decisions regarding required disclosure.~~

AsRight of ~~August~~Use ~~31,~~Assets ~~2024,~~- ~~the~~Operating end of our fiscal year covered by this report, we carried out an evaluation under the supervision and with the participation of our CEO and CFO of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, it was concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report. Lease

~~Management’s~~Our ~~Report~~Corporate offices and R&D lab space is leased in Kelowna, British Columbia, Canada. The current lease expires on ~~Internal~~November ~~Control~~15, ~~over~~2028. ~~Financial~~In ~~Reporting~~addition to minimum lease payments, the lease requires us to pay property taxes and operating costs which are subject to annual adjustments.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Management has assessed the effectiveness of our internal control over financial reporting as of August 31, 2024. In making this assessment, management used the criteria set forth in the report entitled “Internal Control — Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management has concluded that as of August 31, 2024, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Our management reviewed the results of their assessment with our Board.

	August 31, 2025			August 31, 2024

Right of use assets - operating leases	$	134,843		$	167,446
Remeasurement related to lease extension		-			-
Amortization		(28,027	)		(32,603	)
Total lease assets	$	106,816		$	134,843
Liabilities:		137,366			163,967
Remeasurement related to lease extension		-			-
Lease payments		(37,094	)		(33,273	)
Interest accretion		9,047			6,672
Total lease liabilities	$	109,319		$	137,366

Operating lease cost	$	106,816		$	134,843
Operating cash flows for lease	$	(37,094	)	$	(33,273	)
Remaining lease term	3.21 Years			4.21 Years
Discount rate		7.25	%		7.25	%

~~Inherent~~Pursuant ~~Limitations~~to onthe ~~Effectiveness~~terms of ~~Controls~~the Company’s lease agreements in effect at August 31, 2025, the following table summarizes the Company’s maturities of operating lease liabilities:

Internal control over financial reporting has inherent limitations which include but are not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. It is a process which involves human diligence and compliance and may be subject to lapses in judgment and breakdowns resulting from human failures. It can be circumvented by collusion or improper management override. Internal control over financial reporting may not prevent or detect misstatements on a timely basis. These inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, these risks. Systems determined to be effective can provide only reasonable assurances with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Fiscal Year	Amount
2026	$	37,345
2027		38,642
2028		38,900
2029		8,105
Thereafter		-
Total lease payments		122,992
Less: imputed interest		(13,672	)
Present value of operating lease liabilities		109,320
Less: current obligations under leases		(30,417	)
Total	$	78,903

~~Changes~~F-19 inTable ~~Internal~~of ~~Control over Financial Reporting~~Contents

~~The fundamental controls and control processes remained consistent with prior years during the year ended August 31, 2024~~15. ~~While~~Segment ~~the~~Information Company has experienced turnover with its CFO position during the past two fiscal years, these changes have not resulted in any changes in our internal controls over financial reporting that occurred during the year ended August 31, 2024, that have materially or are reasonably likely to materially affect our internal controls over financial reporting.

~~Item~~The 9BCompany has one reportable segment: IP licensing. ~~Other~~The ~~Information~~IP licensing segment generates revenue from customers by licensing its proprietary DehydraTECH technology.

~~Rule~~The ~~10b5-1~~IP ~~Trading~~licensing ~~Arrangement~~segment’s accounting policies are the same as those described in the summary of significant accounting policies at Note 2.

~~During~~The ~~the~~chief ~~three~~operating ~~months~~decision ~~ended August 31~~maker, ~~2024,~~our noChief ~~director~~Executive orOfficer, ~~officer~~assesses performance of the ~~Company~~IP ~~adopted~~Licensing orsegment ~~terminated~~and amakes ~~“Rule~~resource ~~10b5-1~~allocation ~~trading~~decisions ~~arrangement”~~based oron ~~“non-Rule~~cash ~~10b5-1~~flows ~~trading~~that ~~arrangement,”~~are asalso ~~each~~reported ~~term~~on isthe ~~defined~~Consolidated inStatements ~~Item 408(a)~~ of ~~Regulation~~Cash ~~S-K~~Flows.

~~Item~~The ~~9C.~~measure ~~Disclosure~~of ~~Regarding~~segment ~~Foreign~~assets ~~Jurisdictions~~is ~~that~~reported ~~Prevent~~on ~~Inspections~~the balance sheet as consolidated total assets.

~~Not~~The ~~applicable~~measure of segment profit or loss is net loss as per the Consolidated Statements of Operations and Comprehensive Loss.

54The ~~Table~~Company invested in additional intellectual property and purchases of ~~Contents~~equipment totaling $75,106 and $24,646 respectively, during the fiscal year ended August 31, 2025, and $145,591 and $43,014, respectively, during the fiscal year ended August 31, 2024. The following table details losses for the IP licensing segment, as well as reconciliations to consolidated net loss for the years ended August 31, 2025 and August 31, 2024.

PART III

	Year Ended August 31,
IP Licensing Segment	2025			2024
Licensing revenue	$	696,000		$	457,990
less:
Research and Development		8,238,757			2,360,565
Consulting		564,618			1,029,140
Wages & Salaries		1,706,410			791,831
Legal and professional		435,537			595,258
Accounting and audit		197,312			216,808
Advertising and promotions		408,367			632,597
Investor relations		-			79,900
Depreciation and amortization		87,825			76,153
Office and miscellaneous (a)		628,089			332,990
Travel		56,451			38,384
Impairment loss		247,364			57,836
Other income (loss)		(30,697	)		(55,524	)
Segment net loss	$	(11,905,427	)	$	(5,808,996	)

Item 10. Directors, Executive Officers and Corporate Governance

Reconciliation of profit and loss:
B2B revenue		9,923			6,288
B2B cost of sales		2,720			4,822
B2B operating expenses		13,210			1,124
Consolidated net loss	$	(11,911,434	)	$	(5,808,654	)

~~All~~F-20 ~~directors~~Table of our Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our Company are appointed by our Board and hold office until their death, resignation, or removal from office. Our directors and executive officers are as follows:Contents

Name	Position Held with our Company	Age	Date First Elected Or Appointed
Christopher Bunka	Chairman , and Director	63	Oct. 26, 2006
Richard Christopher	Chief Executive Officer	54	Aug. 31, 2024
John Docherty	President andDirector	54	Apr. 15, 2015Apr. 29, 2016
Michael Shankman	Chief Financial Officer	64	Oct. 1, 2024
Nicholas Baxter	Director	70	Jul. 8, 2011
Ted McKechnie	Director	77	Sept. 16, 2015
Dr. Catherine C. Turkel	Director	64	Sept. 2, 2022
Al Reese, Jr.	Director	75	Jan 14, 2021

(a) Office and miscellaneous expense includes office expense, insurance expense, foreign currency exchange gains and losses, bad debt, and other overhead expenses.

~~Business~~16. ~~Experience~~Subsequent Events

Effective September 19, 2025, the Company terminated its Capital on Demand Sales Agreement (the “ATM”) with JonesTrading Institutional Services LLC (the “Agent”). The ~~following~~ATM iswas aoriginally ~~brief~~executed ~~account~~August of21, 2024. The ATM provided that the ~~business~~Company may from time to time issue and ~~education~~sell ~~experience~~up ofto ~~each~~$5,000,000 ~~current~~in ~~director~~aggregate ~~and~~principal ~~executive~~amount ~~officer~~of ~~during~~shares of the ~~past~~Company’s ~~five~~common ~~years,~~stock ~~indicating~~through ~~each~~or ~~person~~to the Agent as the Company’s sales agent or principal. ~~occupation~~As ~~during~~of the ~~period.~~date of termination, the Company had sold an aggregate of 14,987 shares under the ATM for gross proceeds of $38,236.

MrOn September 26, 2025, we entered into a securities purchase agreement with certain institutional investors, pursuant to which we agreed to sell in a registered direct offering 2,666,667 shares of common stock at a purchase price of $1.50 ~~Christopher~~per ~~Bunka~~share –for ~~Chairman~~gross and net proceeds of $4.0 million and $3.5 million, ~~former~~respectively. ~~Chief~~Concurrently, ~~Executive~~the ~~Officer~~Company issued 2,666,667 share purchase warrants, entitling the holder thereof to purchase up to 2,666,667 shares of common stock at a price of $1.37 per share for a period of five years from the effective date of the registration statement registering the shares of common stock issuable upon exercise of the warrants. The securities were issued September 29, 2025, with the shares registered pursuant to a take down of the Company’s Form S-3 registration statement and ~~Director~~the warrants and related warrant shares are required to be registered pursuant to a Form S-1 registration statement. We also issued H.C. Wainwright, the exclusive placement agent for the offering, warrants to purchase up to 93,333 shares at an exercise price of $1.875 per share. HCW was paid 7% of the gross proceeds and was reimbursed $70,000 for its expenses and $15,950 in closing fees.

~~Mr.~~On ~~Bunka~~November ~~has~~21, ~~been~~2025, ~~Chairman~~Hill ofIncorporated ~~the~~(TSXV:HILL, ~~Board~~“Hill”) ~~since~~made ~~2006. He~~an isassignment ain ~~former~~bankruptcy ~~executive~~pursuant ofto the ~~Company,~~Canadian ~~having~~Bankruptcy ~~served~~and asInsolvency ~~chief~~Act. ~~executive~~Pursuant ~~officer from 2006~~ to ~~August~~an ~~31,~~Asset ~~2024. Mr.~~Purchase ~~Bunka~~Agreement ~~was~~with ~~primarily~~Lexaria ~~responsible~~CanPharm ~~for~~ULC ~~the~~(“Lexaria ~~corporate~~CanPharm”), ~~pivot~~Hill ~~from~~holds ~~older~~the ~~business~~worldwide ~~activities~~exclusive torights ~~bioscience and specifically~~ to ~~the~~use ~~Company’s~~or ~~current~~sublicense ~~research and development of~~ DehydraTECH technology with ~~GLP-1~~cannabis ~~and~~products ~~GIP~~containing ~~drugs~~0.3% ~~Mr.~~or ~~Bunka~~greater istetrahydrocannabinol. aAs ~~serial~~of ~~entrepreneur~~August ~~and~~31, ~~has~~2025, ~~been involved in several private and public companies since~~ the ~~late~~Company ~~1980’s.~~held ~~He was well known for more than~~ a ~~decade~~note asreceivable afrom ~~part-time~~Hill ~~business commentator in print~~ and ~~radio~~242,880 asshares ~~well~~of asits ancommon ~~author.~~stock Heat ~~has~~carrying ~~extensive~~values ~~experience~~of in$0 ~~the~~and ~~capital markets~~$22,093, ~~corporate~~respectively. ~~governance,~~The ~~project~~Company ~~acquisition~~is ~~and~~currently ~~corporate~~assessing ~~finance.~~the Heimpact isof athe ~~named~~bankruptcy ~~inventor~~filing on ~~several~~its oflicensing ~~Lexaria’s~~arrangement ~~pending~~with ~~patents~~Hill.

~~Since~~F-21 ~~1988,~~Table ~~Mr. Bunka has been the CEO~~ of ~~CAB Financial Services Ltd., a private holding company located in Kelowna, BC, Canada. He is a venture capitalist and corporate consultant.~~Contents

55Item ~~Table~~9. ofChanges ~~Contents~~in and Disagreements with Accountants on Accounting and Financial Disclosure

MrNone. ~~Richard Christopher – Chief Executive Officer~~

~~Mr.~~Item ~~Christopher joined the Company as Chief Executive Officer on August 31, 2024~~9A. HeControls ~~has extensive experience with pharmaceutical~~ and medical device companies. He was the Chief Financial Officer of Invivo Therapeutics Holdings Corp. (“InVivo”) from 2019 to 2024. InVivo Therapeutics was a pioneering biomaterials and biotechnology company with a focus on the treatment of spinal cord injuries. Its goal was to develop and commercialize groundbreaking technologies and treatments for spinal cord injury (SCI). At the core of InVivo’s technology portfolio was the Neuro-Spinal Scaffold™ a novel and proprietary biomaterial that is implanted into the epicenter of the injury to modulate the healing environment and serve as a support for neuroregeneration. As the Neuro-Spinal Scaffold failed to advance through clinical trials, InVivo delisted from the Nasdaq Stock Market around March 20, 2024.Procedures

~~Mr. Christopher~~Management’s ~~was~~Report ~~the Chief Financial Officer of iCAD, Inc. from December 2016 through January 2019. iCAD, Inc. is a Nasdaq-listed company with a focus~~ on ~~therapies~~Disclosure ~~and~~Controls ~~solutions for the early identification~~ and treatment of cancer, where he held both financial and operational responsibilities. Prior to iCAD, Inc., Mr. Christopher was Chief Financial Officer from March 2014 through December 2016 and Chief Operating Officer from October 2015 through December 2016 of Caliber Imaging & Diagnostics, Inc., a medical technology company focused on cancer detection imaging solutions, with primary applications in dermatology. Prior to Caliber and starting in 2000, Mr. Christopher held various positions of increasing responsibility at DUSA Pharmaceuticals, Inc., a Nasdaq-listed dermatology company focused on the treatment of precancerous skin lesions, where he ultimately served as Chief Financial Officer from January 2005 through its acquisition and integration into Sun Pharmaceuticals Industries Ltd in April 2013. Procedures

~~Mr. Christopher~~We ~~holds~~maintain adisclosure ~~Master~~controls ofand ~~Science~~procedures that are designed to ensure that information required to be disclosed in ~~Accounting~~our ~~from~~reports ~~Suffolk~~filed ~~University~~under ~~and~~the aSecurities ~~Bachelor~~Exchange Act of ~~Science~~1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in ~~Finance~~the ~~from~~SECs ~~Bentley~~rules ~~University~~and forms. This information is accumulated and communicated to our management, including our Chief Executive Officer (currently our Principal Executive Officer) and our Chief Financial Officer (currently our Principal Financial and Accounting Officer) to allow for timely decisions regarding required disclosure.

MrAs of August 31, 2025, the end of our fiscal year covered by this report, we carried out an evaluation under the supervision and with the participation of our CEO and CFO of the effectiveness of the design and operation of our disclosure controls and procedures. ~~John~~Based ~~Docherty~~on –the ~~President~~foregoing, it was concluded that our disclosure controls and ~~Director~~procedures were effective as of the end of the period covered by this annual report.

~~Mr. Docherty has served as the Company~~Management’s ~~President~~Report ofon ~~Lexaria~~Internal ~~since~~Control ~~April~~over ~~15,~~Financial 2015 and a director since April 29, 2016. Prior to Lexaria Mr. Docherty was former President and Chief Operating Officer of Helix BioPharma Corp. (TSX: HBP), where he led the company’s pharmaceutical development programs for its plant and recombinantly derived therapeutic protein product candidates.Reporting

~~Mr.~~Our ~~Docherty~~management is aresponsible ~~senior~~for ~~operations~~establishing and ~~management~~maintaining ~~executive~~adequate ~~with~~internal control over 20financial ~~years’~~reporting. ~~experience~~Estimates inand judgments by management are required to assess the ~~pharmaceutical~~expected benefits and ~~biopharmaceutical~~related ~~sectors~~costs of control procedures. HeThe ~~has~~objectives ~~worked~~of internal control include providing management with ~~large~~reasonable, ~~multinational~~but ~~companies~~not ~~and~~absolute, ~~emerging~~assurance that assets are safeguarded against loss from unauthorized use or disposition, ~~private~~and that transactions are executed in accordance with management’s authorization and ~~publicly~~recorded ~~held~~properly ~~start-ups.~~to Atpermit ~~Helix,~~the ~~Mr.~~preparation ~~Docherty~~of ~~was~~consolidated ~~instrumental~~financial statements in conformity with accounting principles generally accepted in the ~~areas~~United States. Management has assessed the effectiveness of ~~investor/stakeholder~~our ~~relations,~~internal ~~capital~~control ~~raising,~~over ~~capital~~financial ~~markets~~reporting ~~development~~as of August 31, ~~strategic~~2025. ~~partnering~~In making this assessment, ~~regulatory~~management ~~authority~~used ~~interactions~~the ~~and~~criteria ~~media~~set ~~relations.~~forth Hein ~~also~~the ~~served~~report asentitled a“Internal ~~management~~Control ~~member~~— Integrated Framework” published by the Committee of ~~its~~Sponsoring ~~board~~Organizations of ~~directors.~~the ~~Previously,~~Treadway ~~Mr.~~Commission ~~Docherty~~(2013 ~~was~~framework). ~~President~~Management ~~and~~has aconcluded ~~board~~that ~~member~~as of ~~PharmaDerm~~August ~~Laboratories~~31, ~~Ltd.~~2025, aour ~~Canadian~~internal ~~drug~~control ~~delivery~~over ~~company~~financial ~~that~~reporting ~~developed~~is ~~unique~~effective ~~microencapsulation~~in ~~formulation~~providing ~~technologies~~reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for ~~use~~external purposes in accordance with aUS ~~range~~GAAP. Our management reviewed the results of ~~active~~their ~~compounds~~assessment with our Board.

~~Mr.~~33 ~~Docherty~~Table also held positions with companies such as Astra Pharma Inc., Nu-Pharm Inc. and PricewaterhouseCoopers’ former global pharmaceutical industry consulting practice. He is a named inventor on issued and pending patents and he has a M.Sc. in pharmacology and a B.Sc. in Toxicology from the University of ~~Toronto. He has served as a director of Lexaria since April 29, 2016.~~Contents

56Inherent ~~Table~~Limitations on Effectiveness of ~~Contents~~Controls

MrInternal control over financial reporting has inherent limitations which include but are not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. ~~Michael~~It ~~Shankman~~is ~~–Chief~~a ~~Financial~~process ~~Officer~~which involves human diligence and compliance and may be subject to lapses in judgment and breakdowns resulting from human failures. It can be circumvented by collusion or improper management override. Internal control over financial reporting may not prevent or detect misstatements on a timely basis. These inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, these risks. Systems determined to be effective can provide only reasonable assurances with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Mr.~~Changes ~~Shankman~~in ~~joined~~Internal ~~the~~Control ~~Company~~over ~~as Chief~~ Financial Officer on October 1, 2024. Mr. Shankman was previously engaged by the Company as an outsourced CFO via NowCFO from June 2023 to February 2024. He is a Certified Public Accountant holding an MBA, Finance from California State University who previously worked with NOW CFO from 2021 to 2024. During his time with NOW CFO, Mr. Shankman provided outsourced CFO and Controller services gaining extensive experience and familiarity with both public and private companies in a wide variety of industry fields. Prior to his engagement with NOW CFO, Mr. Shankman worked for The Arcticom Group, being a $160M provider of refrigeration and HVAC design, installation, maintenance and repair services to national grocery chains, as its Corporate Controller from 2020-2021. And from 2019 to 2020 Mr. Shankman was the Controller for Change.Org a $35M public benefit corporation.Reporting

MrThe fundamental controls and control processes remained consistent with prior years during the year ended August 31, 2025. ~~Nicholas~~While ~~Baxter~~the -Company ~~Director~~has experienced turnover with its CFO position during the past two fiscal years, these changes have not resulted in any changes in our internal controls over financial reporting that occurred during the year ended August 31, 2025, that have materially or are reasonably likely to materially affect our internal controls over financial reporting.

~~Mr.~~Item ~~Baxter has served as a member of the Company’s board of directors since 2009~~9B. ~~Mr.~~Other Baxter received a Bachelor of Science (Honours) from the University of Liverpool in 1975 and has worked on oil & gas projects in many areas of the world. Since the 1980’s, he has worked with companies in the public markets both in the U.K. and in Canada. Mr. Baxter brings extensive real-world experience as a board member.Information

~~Mr.~~Rule ~~Ted~~10b5-1 ~~McKechnie~~Trading ~~– Director~~Arrangement

~~Mr.~~Our ~~McKechnie~~Insider ~~has~~Trading ~~served~~Policy asprovides athat ~~member~~our ofinsiders, ~~the~~employees ~~Company’s~~and ~~board~~consultants ofmay ~~directors~~enter ~~since~~into ~~September~~trading ~~2016. He~~plans isto acomply ~~well-recognized~~with ~~thought~~Rule ~~leader~~10b5-1 inunder the ~~Canadian~~Securities ~~food~~Exchange ~~industry.~~Act ~~In the past, Mr. McKechnie was president~~ of ~~Maple Leaf Foods~~1934, ~~an owner and senior executive at Humpty Dumpty Snack Foods and a senior leader at Pepsi Co. After a distinguished career~~ as ~~an executive and marketer specializing in food manufacturing, he now focuses on moving the Canadian food sector into the future~~amended. ~~Aside~~During ~~from being~~ the ~~chairman~~three ofmonths ~~Food~~ended ~~Starter’s~~August ~~board~~31, ~~Mr.~~2025, ~~McKechnie~~no isdirector ~~also~~or ~~the~~officer ~~Chairman/CEO~~ of ~~The~~the ~~Davies~~Company ~~Group~~adopted ~~and~~or ~~William~~terminated ~~Davies Consulting Inc. He is also~~ a ~~chairman~~“Rule of10b5-1 ~~the~~trading ~~board~~arrangement” ~~for~~or ~~Advanced~~“non-Rule ~~Technology~~10b5-1 ~~For~~trading ~~Food Manufacturing~~arrangement,” ~~and~~as ~~serves~~each onterm ~~the~~is ~~Board~~defined Ofin ~~Governors~~Item ~~for~~408(a) ~~St Jerome’s University. Mr. McKechnie was awarded Philip Morris Chairman’s Award for “recognition~~ of ~~extraordinary~~Regulation ~~contributions having a significant and lasting impact on the Corporation”~~S-K.

MrItem 9C. AlDisclosure ~~Reese~~Regarding ~~Jr.~~Foreign -Jurisdictions ~~Director~~that Prevent Inspections

~~Mr.~~Not ~~Reese has served as a member of the Company’s board of directors since January 2021~~applicable. He has over 50 years’ experience in public and private businesses including as CFO of a formerly Nasdaq-listed energy company where he arranged finance transactions totalling over $10 billion dollars during his 20-year tenure. Mr. Reese was a Director and Chairman of the Audit Committee of a community bank in Texas for ten years until such time as it was acquired by a larger banking group in 2018. He currently serves as an Independent Director and Chairman of the Audit Committee for a privately held insurance company headquartered in The Woodlands, Texas. He has directed over 50 acquisitions and financings from as small as a few hundred thousand dollars to multibillion dollar transactions in both the domestic and international arenas. Mr. Reese is also President and Chairman of a family charitable 501(c)-3 foundation and Interim Chairman of a charitable 501(c)-3 entity that focus on Bible literacy.

5734 Table of Contents

~~Mr.~~PART Reese is a Certified Public Accountant (1974) and received his Bachelor of Business Administration degree from Texas A&M University in 1971, and his MBA from University of Houston in 1977. He has extensive experience at a senior level in financial services, finance transactions, investor relations, and more.III

DrItem 10. ~~Catherine~~Directors, C.Executive ~~Turkel~~Officers –and ~~Director~~Corporate Governance

~~Dr.~~All ~~Turkel,~~directors ~~PharmD, PhD has served as a member~~ of ~~the~~our Company’s ~~board~~hold ofoffice ~~directors~~until ~~since~~the ~~September~~next ~~2022.~~annual ~~She~~meeting ~~has~~of ~~more~~the ~~than~~security 20holders ~~years’~~or ~~experience~~until astheir ansuccessors ~~executive~~have inbeen ~~start-up~~elected and ~~mid-size pharma/biotech companies~~qualified. ~~She~~The ~~was~~officers ~~Founder and CEO~~ of ~~Nezee~~our ~~Therapeutics,~~Company ~~and~~are ~~served~~appointed asby ~~President~~our Board and ~~R&D~~hold ~~head~~office atuntil ~~Novus~~their ~~Therapeutics~~death, ~~(renamed~~resignation, ~~Eledon~~or ~~Pharmaceuticals~~removal –from ~~Nasdaq: ELDN)~~office. ~~She~~ ~~currently~~Our ~~acts~~directors ~~as an independent Board Director at Object Pharma (private)~~ and ~~Prostate~~executive ~~Cancer~~officers ~~Research~~are ~~(nonprofit;~~as ~~member of the Translational Scientific Advisory Committee) and is a Dean Advisor at Chapman University School of Pharmacy.~~ follows:

Dr. Turkel has formulated registration & commercial strategic plans and has led global development programs for pharmaceutical and biologic treatments from phase 1 through phase 4 related to Neurosciences, Pain, Cardiovascular, Psychiatry, Rare Diseases, Ophthalmology, Aesthetics, Urology and Otology therapeutic areas. Dr. Turkel designed and led Allergan’s (now AbbVie -NYSE: ABBV) pioneering BOTOX® Chronic Migraine registration program, generating revenue of more than a billion dollars.

Name	Position Held with our Company	Age	Date First Elected Or Appointed
Richard Christopher	Chief Executive Officer and Director	56	Aug. 31, 2024
John Docherty	President, Chief Scientific Officer and Director	55	Apr. 15, 2015
Michael Shankman	Chief Financial Officer	65	Oct. 1, 2024
Christopher Bunka	Director & Chairman	64	Oct. 26, 2006
Nicholas Baxter	Director	71	Jul. 8, 2011
Ted McKechnie	Director	78	Sept. 16, 2015
Al Reese, Jr.	Director	76	Jan. 14, 2021
Bal Bhullar	Director	56	Jan. 14, 2025

~~Family~~Business ~~Relationships~~Experience

~~There~~The ~~are~~following nois ~~family~~a ~~relationships~~brief ~~among~~account ~~any~~of the business and education experience of ~~our~~each ~~officers~~current ordirector ~~directors~~and executive officer during the past five years, indicating each person’s principal occupation during the period.

~~Involvement~~Mr. inRichard ~~Certain~~Christopher ~~Legal~~– ~~Proceedings~~Chief Executive Officer

~~None~~Mr. ofChristopher ~~our~~joined ~~directors,~~the ~~executive~~Company ~~officers,~~as ~~promoters~~Chief Executive Officer on August 31, or2024 ~~control~~and ~~persons~~was elected to the Board on January 14, 2025. He has ~~been~~extensive ~~involved~~experience inwith ~~any~~pharmaceutical and medical device companies. He was the Chief Financial Officer of InVivo Therapeutics Holdings Corp. (“InVivo”) from 2019 to 2024. InVivo was a pioneering biomaterials and biotechnology company with a focus on the ~~following~~treatment ~~events~~of ~~during~~spinal cord injuries. Its goal was to develop and commercialize groundbreaking technologies and treatments for spinal cord injury (SCI). At the ~~past~~core ~~five~~of ~~years:~~InVivo’s technology portfolio was the Neuro-Spinal Scaffold™ a novel and proprietary biomaterial that is implanted into the epicenter of the injury to modulate the healing environment and serve as a support for neuroregeneration. As the Neuro-Spinal Scaffold failed to advance through clinical trials, InVivo delisted from the Nasdaq Stock Market around March 20, 2024.

1)Mr. AChristopher ~~petition~~was ~~under~~ the ~~Federal~~Chief ~~bankruptcy~~Financial ~~laws~~Officer orof ~~any~~iCAD, ~~state~~Inc. ~~insolvency~~from ~~law~~December ~~was~~2016 ~~filed~~through byJanuary ~~or against~~2019. iCAD, orInc. is a ~~receiver,~~Nasdaq-listed ~~fiscal~~company ~~agent~~with ora ~~similar~~focus ~~officer~~on ~~was~~therapies ~~appointed~~and bysolutions ~~a court~~ for the ~~business~~early oridentification ~~property~~and treatment of ~~such person~~cancer, orwhere ~~any~~he ~~partnership~~held inboth ~~which~~financial heand ~~was~~operational aresponsibilities. Prior ~~general~~to ~~partner~~iCAD, atInc., orMr. ~~within~~Christopher ~~two~~was ~~years~~Chief ~~before~~Financial ~~the~~Officer ~~time~~from ofMarch ~~such~~2014 ~~filing,~~through orDecember ~~any~~2016 ~~corporation~~and orChief ~~business~~Operating ~~association~~Officer offrom ~~which~~October he2015 ~~was~~through anDecember ~~executive~~2016 ~~officer~~of atCaliber orImaging ~~within~~& ~~two~~Diagnostics, ~~years~~Inc., ~~before~~a ~~the~~medical ~~time~~technology ofcompany ~~such~~focused ~~filing.~~on 2)cancer Adetection ~~conviction~~imaging solutions, with primary applications in adermatology. ~~criminal~~Prior ~~proceeding~~to orCaliber isand astarting ~~named~~in ~~subject~~2000, ofMr. aChristopher ~~pending~~held ~~criminal~~various ~~proceeding~~positions ~~(excluding~~of ~~traffic~~increasing ~~violations~~responsibility ~~and~~at ~~other~~DUSA ~~minor~~Pharmaceuticals, ~~offenses)~~Inc., 3)a ~~The~~Nasdaq-listed ~~subject~~dermatology ofcompany ~~any~~focused ~~order,~~on ~~judgment,~~the ortreatment ~~decree,~~of ~~not~~precancerous ~~subsequently~~skin ~~reversed~~lesions, ~~suspended,~~where orhe ~~vacated,~~ultimately ofserved ~~any~~as ~~court~~Chief ofFinancial ~~competent~~Officer ~~jurisdiction,~~from ~~permanently~~January or2005 ~~temporarily~~through ~~enjoining~~its ~~him~~acquisition ~~from,~~and orintegration ~~otherwise~~into ~~limiting,~~Sun ~~the~~Pharmaceuticals ~~following~~Industries ~~activities:~~Ltd in April 2013.

iMr. ~~Acting~~Christopher asholds a ~~futures~~Master commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of ~~any~~Science ~~of the foregoing, or as an investment adviser, underwriter, broker or dealer~~ in ~~securities,~~Accounting orfrom asSuffolk anUniversity ~~affiliated person, director or employee of any investment company, bank, savings~~ and ~~loan~~a ~~association~~Bachelor ~~or insurance company, or engaging in or continuing any conduct or practice in connection with such activity, or ii. Engaging in any type~~ of ~~business~~Science ~~practice; or iii. Engaging~~ in ~~any~~Finance ~~activity~~from inBentley ~~connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws~~University.

58Mr. ~~Table~~John ofDocherty ~~Contents~~– President, Chief Scientific Officer and Director

4)Mr. ~~The~~Docherty ~~subject~~has ofserved ~~any~~as ~~order,~~the ~~judgment,~~Company’s orPresident ~~decree,~~of ~~not~~Lexaria ~~subsequently~~since ~~reversed,~~April ~~suspended~~15, ~~or vacated~~2015, ofa ~~any~~director ~~Federal~~since orApril ~~State~~29, ~~authority barring~~2016, ~~suspending~~and orassumed ~~otherwise limiting for more than 60 days~~ the ~~right~~title of ~~such~~Chief ~~person~~Scientific toOfficer ~~engage~~on inFebruary ~~any activity described in paragraph (f)(3)(i) of this section~~13, ~~or to be associated with persons engaged in any such activity~~2025. 5)Prior ~~Found by a court of competent jurisdiction in a civil action or by the SEC~~ to ~~have~~Lexaria ~~violated~~Mr. ~~any~~Docherty ~~Federal~~was orformer ~~State~~President ~~securities law,~~ and ~~the~~Chief ~~judgment~~Operating inOfficer ~~such~~of ~~civil~~Helix ~~action~~BioPharma orCorp. ~~finding~~(TSX: ~~by the SEC has not been subsequently reversed~~HBP), ~~suspended,~~where orhe ~~vacated.~~led ~~6) Found by a court of competent jurisdiction in a civil action or by~~ the ~~Commodity~~company’s ~~Futures~~pharmaceutical ~~Trading~~development ~~Commission~~programs tofor ~~have~~its ~~violated~~plant ~~any Federal commodities law,~~ and ~~the~~recombinantly ~~judgment~~derived intherapeutic ~~such~~protein ~~civil~~product ~~action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended, or vacated~~candidates. 7) The subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of:

iMr. ~~Any~~Docherty ~~Federal~~is ora ~~State~~senior ~~securities~~operations orand ~~commodities~~management ~~law~~executive orwith ~~regulation;~~over or20 ~~ii.~~years’ ~~Any~~experience ~~law~~in orthe ~~regulation~~pharmaceutical ~~respecting~~and ~~financial~~biopharmaceutical ~~institutions~~sectors. orHe ~~insurance~~has worked with large multinational companies ~~including~~and emerging, ~~but~~private ~~not~~and ~~limited~~publicly toheld start-ups. At Helix, aMr. ~~temporary~~Docherty orwas ~~permanent~~instrumental ~~injunction,~~in ~~order~~the areas of ~~disgorgement~~investor/stakeholder orrelations, ~~restitution~~capital raising, ~~civil~~capital ~~money~~markets ~~penalty~~development, orstrategic ~~temporary~~partnering, orregulatory ~~permanent~~authority ~~cease-~~interactions and~~-desist~~ ~~order~~media relations. He also served as a management member of its board of directors. Previously, orMr. ~~removal~~Docherty orwas ~~prohibition~~President ~~order;~~and ora ~~iii~~board member of PharmaDerm Laboratories Ltd., ~~Any~~a ~~law~~Canadian ordrug ~~regulation~~delivery ~~prohibiting~~company ~~mail~~that ordeveloped ~~wire~~unique ~~fraud~~microencapsulation orformulation ~~fraud~~technologies infor ~~connection~~use with ~~any~~a ~~business~~range ~~entity~~of active compounds.

8)35 ~~The~~Table ~~subject~~ of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.Contents

~~Delinquent~~Mr. ~~Section~~Docherty ~~16(~~also held positions with companies such as Astra Pharma Inc., Nu-Pharm Inc. and PricewaterhouseCoopers’ former global pharmaceutical industry consulting practice. He is a) ~~Reports~~named inventor on issued and pending patents and he has a M.Sc. in pharmacology and a B.Sc. in Toxicology from the University of Toronto. He has served as a director of Lexaria since April 29, 2016.

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectivelyMr. ~~Executive~~Michael ~~officers,~~Shankman ~~directors~~–Chief ~~and~~Financial ~~greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.~~Officer

~~During~~Mr. Shankman joined the ~~fiscal~~Company ~~year~~as ~~ended~~Chief ~~August~~Financial 31Officer on October 1, 2024,. Mr. Shankman was previously engaged by the ~~Form~~Company 4as ~~filings~~an ~~for~~outsourced ~~stock~~CFO ~~options~~via ~~issued~~NowCFO from June 2023 to ~~the~~February ~~following~~2024. ~~insiders,:~~He ~~Albert~~is ~~Reese~~a ~~Jr.,~~Certified ~~William~~Public ~~Edward~~Accountant ~~McKechnie,~~holding ~~Nicholas~~an ~~Baxter~~MBA, ~~Dr.~~Finance ~~Catherine~~from C.California ~~Turkel,~~State ~~John~~University ~~Docherty~~who ~~and~~previously ~~Christopher~~worked ~~Bunka,~~with onNOW ~~April~~CFO ~~26,~~from 2021 to 2024. During ~~were~~his ~~completed~~time ~~after~~with ~~the~~NOW ~~required~~CFO, ~~two~~Mr. ~~day~~Shankman ~~business~~provided ~~time~~outsourced ~~period. Other~~CFO ~~than~~and ~~that~~Controller ~~one~~services ~~instance~~gaining ofextensive ~~late~~experience ~~filing,~~and familiarity with both public and ~~based~~private ~~solely~~companies onin ~~our~~a ~~review~~wide variety of ~~the~~industry ~~copies~~fields. Prior ofto ~~such~~his ~~forms~~engagement ~~received~~with byNOW usCFO, orMr. ~~written~~Shankman ~~representations~~worked ~~from~~for ~~certain~~The ~~reporting~~Arcticom ~~persons~~Group, webeing ~~believe~~a ~~that~~$160M ~~all~~provider ~~other~~of ~~filings~~refrigeration ~~applicable~~and toHVAC ~~our officers~~design, ~~directors~~installation, maintenance and ~~beneficial~~repair ~~owners~~services ofto ~~greater~~national ~~than~~grocery ~~10%~~chains, ~~percent~~as ~~were~~its ~~complied~~Corporate ~~with~~Controller ~~within~~from 2020-2021. And from 2019 to 2020 Mr. Shankman was the ~~required~~Controller ~~time~~for ~~frames~~Change.Org a $35M public benefit corporation.

~~Code~~Mr. ofChristopher ~~Ethics~~Bunka – Chairman, Director and former Chief Executive Officer

WeMr. ~~adopted~~Bunka ahas ~~Code~~been Chairman of ~~Ethics~~the ~~applicable~~Board tosince ~~our~~2006. He ~~senior~~is ~~financial~~a ~~officers~~former ~~and~~executive ~~certain~~of ~~other~~the ~~finance executives~~Company, ~~which~~having isserved aas ~~“code~~chief ofexecutive ~~ethics”~~officer asfrom ~~defined~~2006 byto ~~applicable~~August ~~rules~~31, of2024. Mr. ~~the~~Bunka ~~SEC.~~was ~~Our~~primarily ~~Code~~responsible offor ~~Ethics~~the iscorporate ~~attached~~pivot asfrom anolder ~~exhibit~~business activities to ~~our~~bioscience ~~Form~~and ~~SB-2~~specifically ~~filed~~to onthe ~~September~~Company’s ~~20,~~current ~~2007.~~research Ifand wedevelopment ~~make~~of ~~any~~DehydraTECH ~~amendments~~with toGLP-1 ~~our~~and ~~Code~~GIP ofdrugs. ~~Ethics~~Mr. ~~other~~Bunka ~~than~~is ~~technical,~~a ~~administrative,~~serial orentrepreneur ~~other~~and ~~non-substantive~~has ~~amendments,~~been orinvolved ~~grant~~in ~~any~~several ~~waivers,~~private ~~including~~and ~~implicit~~public ~~waivers,~~companies ~~from~~since athe ~~provision~~late of1980’s. ~~our~~He ~~Code~~was ofwell ~~Ethics~~known tofor ~~our~~more ~~Chief~~than ~~Executive~~a ~~Officer,~~decade ~~Chief~~as ~~Financial~~a ~~Officer,~~part-time orbusiness ~~certain~~commentator ~~other~~in ~~finance~~print ~~executives~~and radio, weas ~~will~~well ~~disclose~~as ~~the~~an ~~nature~~author. ofHe ~~the~~has ~~amendment~~extensive orexperience ~~waiver~~in the capital markets, ~~its~~corporate ~~effective~~governance, ~~date~~project acquisition and tocorporate ~~whom~~finance. itHe ~~applies~~is in a ~~Current~~named ~~Report~~inventor on ~~Form~~several ~~8-K~~of ~~filed~~Lexaria’s ~~with~~pending ~~the SEC~~patents.

~~Board~~Since 1988, Mr. Bunka has been the CEO of CAB Financial Services Ltd., a private holding company located in Kelowna, BC, Canada. He is a venture capitalist and ~~Committee~~corporate ~~Meetings~~consultant.

~~Our Board held ten formal meetings and several informal meetings during the year ended August 31, 2024~~Mr. ~~All~~Nicholas ~~proceedings~~Baxter of- the board of directors taken at a formal meeting were evidenced by way of minutes taken at such meetings. All other matters approved by our Board outside of any formal meeting were evidenced by resolutions consented to by all the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held. Director

59Mr. ~~Table~~Baxter has served as a member of ~~Contents~~the Company’s board of directors since 2009. Mr. Baxter received a Bachelor of Science (Honours) from the University of Liverpool in 1975 and has worked on oil & gas projects in many areas of the world. Since the 1980’s, he has worked with companies in the public markets both in the U.K. and in Canada. Mr. Baxter also serves on the board of directors of Jericho Energy Ventures Inc., a TSX Venture Exchange listed company and brings extensive real-world experience as a board member.

~~Nomination~~Mr. ~~Process~~Ted McKechnie – Director

AsMr. ofMcKechnie ~~August~~has ~~31,~~served ~~2024,~~as a member of the Company’s ~~had~~board of directors since September 2016. He is a well-recognized thought leader in the Canadian food industry. In the past, Mr. McKechnie was president of Maple Leaf Foods, an ~~active~~owner ~~Governance~~and senior executive at Humpty Dumpty Snack Foods and ~~Nominating~~a ~~Committee~~senior leader at Pepsi Co. IfAfter ~~stakeholders~~a ~~wish~~distinguished tocareer ~~recommend~~as ~~candidates~~an ~~for~~executive ~~our~~and ~~Board~~marketer specializing in food manufacturing, ~~they~~he ~~may~~now dofocuses soon bymoving ~~sending~~the ~~communications~~Canadian tofood sector into the ~~Governance~~future. Aside from being the chairman of Food Starter’s board, Mr. McKechnie is also the Chairman/CEO of The Davies Group and ~~Nominating~~William ~~Committee~~Davies atConsulting Inc. He is also a chairman of the ~~address~~board for Advanced Technology For Food Manufacturing, and serves on the ~~cover~~Board Of Governors for St Jerome’s University. Mr. McKechnie was awarded Philip Morris Chairman’s Award for “recognition of ~~this~~extraordinary ~~annual~~contributions ~~report~~having a significant and lasting impact on the Corporation”.

~~Audit~~36 ~~and~~Table ~~Finance~~of ~~Committee and Audit Committee Financial Expert~~Contents

~~The audit and finance committee are governed by the audit and finance committee charter as adopted on December 8, 2020. The committee is composed of~~ Mr. Al Reese, Jr., Mr. Ted McKechnie, and Mr. Nicholas Baxter and the members held four formal meetings during the year ended August 31, 2024. Mr. Reese, a CPA, qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended. A copy of the Audit & Finance Committee charter can be downloaded from the Company’s website under our Investors/Governance/Governance Documents tab.Director

~~Our~~ Mr. ~~management~~Reese ishas ~~responsible~~served ~~for~~as ~~preparing~~a ~~our~~member ~~financial~~of ~~statements~~the ~~and~~Company’s ~~our~~board ~~independent~~of ~~registered~~directors since January 2021. He has over 40 years’ experience in public ~~accounting~~and ~~firm~~private isbusinesses ~~responsible~~including ~~for~~as ~~auditing~~CFO ~~those~~of ~~financial~~a ~~statements.~~formerly ~~Our~~Nasdaq-listed ~~audit~~energy ~~and~~company where he arranged finance ~~committee~~transactions ~~consults~~totaling ~~with~~over ~~management~~$10 ~~and~~billion ~~our~~dollars ~~independent~~during ~~registered~~his ~~public~~20-year ~~accounting~~tenure. ~~firm~~He has directed over 50 acquisitions and ~~may~~financings ~~initiate~~from ~~inquiries~~as ~~into~~small ~~various~~as ~~aspects~~a offew ~~our~~hundred ~~financial~~thousand ~~affairs.~~dollars ~~They~~to ~~are~~multibillion ~~responsible~~dollar ~~for~~transactions ~~retaining,~~in ~~evaluating~~both the domestic and ~~for~~international arenas. Mr. Reese was a Director and Chairman of the ~~engagement~~Audit Committee of ~~our~~a ~~independent~~community ~~registered~~bank ~~public~~in ~~accounting~~Texas ~~firm~~for ten years until such time as it was acquired by a larger banking group in 2018. He currently serves as an Independent Director and ~~for~~Chairman of the ~~approval~~Audit ofCommittee ~~professional~~for ~~services~~a ~~provided~~privately byheld ~~them~~insurance company headquartered in The Woodlands, Texas. ~~However~~ In October 2024, itMr. isReese ~~not~~became ~~the~~an ~~duty~~Independent Director, member of ~~our~~the ~~audit~~Executive Committee and ~~finance~~Chairman ~~committee~~of tothe ~~determine~~Audit ~~that~~Committee ~~our~~for ~~financial~~a ~~statements~~newly ~~are~~chartered ~~complete~~community bank in Texas. Mr. Reese is also President and ~~accurate~~Chairman of a family charitable 501(c)-3 foundation and inInterim ~~accordance~~Chairman ~~with~~of ~~generally~~a ~~accepted~~charitable ~~accounting~~501(c)-3 ~~principles.~~entity that focus on Bible literacy.

~~Compensation~~Mr. ~~Committee~~Reese is a Certified Public Accountant (1974) and received his Bachelor of Business Administration degree from Texas A&M University in 1971, and his MBA from University of Houston in 1977. He has extensive experience at a senior level in financial services, finance transactions, investor relations, and more.

~~Our~~Bal ~~Compensation~~Bhullar ~~Committee~~– was created on July 2, 2020, the members of which are Mr. Baxter, Dr. Turkel and Mr. McKechnie, with all directors being “independent” pursuant to Nasdaq independence standards. The Compensation Committee operates under a written charter and its purpose is to review, consider, research, and recommend compensation for the Company’s executive management, taking into consideration milestones achieved, the compensation issued by companies of similar size and the overall financial health of the Company. The committee is also responsible for reviewing and approving employment and benefits agreements and any executive compensation information incorporated into the Company’s periodic reports. The Compensation Committee held six formal meetings during the fiscal year. A copy of the compensation committee charter can be downloaded from the Company’s website under our Investors/Governance/Governance Documents tab.Director

~~Governance~~Ms. Bal Bhullar brings over 20 years of executive experience in diversified business, investor relations, investment banking, financial modelling, financial & risk management, internal controls and ~~Nominating~~ERP ~~Committee~~and has acted as CFO and Director of ElectraMeccanica Vehicles Corp. NASDAQ:SOLO, CFO of ReCar (ReBuild Manufacturing), President of BC Risk Management Association, contractual CFO of Foremost Lithium NASDAQ:FMST and CEO/Founder/Director of KISMET Nutrients/American e-Commerce Solutions LLC. Ms. Bhullar is currently the CFO and Director of Damon Inc. OTCID:DMNIF and CEO/Founder/Director of BKB Management Ltd.

~~The~~Ms. ~~Governance~~Bhullar ~~and~~has ~~Nominating~~proven ~~Committee~~expertise ~~operate~~with ~~pursuant~~increasing tomarket ~~a charter created on December 8~~capitalization, ~~2020.~~raising ~~The current members of the committee are Mr. Reese Jr. and Dr. Turkel~~capital, ~~both~~overseeing ~~being independent directors of the Company. The committee’s purpose is to assist our Board in fulfilling its responsibilities by: (i) being satisfied that~~ corporate governance, ~~guidelines~~SOX, ~~are adopted~~ESG, ~~applied~~diversity and ~~disclosed~~regulatory ~~including~~compliance, ~~director~~financial ~~qualification~~& ~~standards~~strategic planning, ~~responsibilities~~as ~~and~~well ~~access~~as tosuccessfully ~~management~~completing ~~and~~initial ~~independent~~public ~~advisors~~offerings, ~~director~~reverse ~~compensation~~mergers, ~~orientation~~business ~~and~~expansions, ~~continuing~~start-up ~~education~~operations, ~~and~~program ~~annual~~development ~~performance evaluation of the board; (ii) identifying individuals qualified to become new board members~~ and ~~recommending~~product ~~to the board the nominees for each annual meeting of shareholders of the Corporation; and (iii) such other matters delegated to the committee by the board~~development. The Governance and Nominating Committee held four formal meetings during the fiscal year. A copy of the Governance & Nominating Committee charter can be downloaded from the Company’s website under our Investors/Governance/Governance Documents tab.

~~Our~~Ms. ~~Board~~Bhullar ~~plays~~is a ~~critical~~Chartered ~~role~~Professional in guiding the strategic direction and overseeing the management of our business. We seek to attract and retain highly qualified directors who have sufficient time to engage in the activities of our Board and to understand and enhance their knowledge of our industry and business plans. In evaluating the suitability of individual candidatesAccountant, ~~the~~Certified ~~Governance~~General ~~and Nominating Committee and our Board may take into account many factors~~Accountant, ~~including:~~a ~~relevant~~CRM ~~education,~~designation ~~experience~~from ~~and~~Simon ~~expertise;~~Fraser ~~knowledge~~University ~~of the Company~~ and ~~the~~a ~~issues~~diploma ~~it faces; whether the candidate will strengthen the board and remedy any perceived deficiencies~~ in ~~the~~Financial ~~specific~~Management ~~criteria;~~from ~~moral~~British ~~and~~Columbia ~~ethical~~Institute ~~character; diversity~~ of expertise and experience in substantive matters pertaining to our business relative to other board members; diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience; and any other relevant qualifications, attributes or skillsTechnology. The core competencies of directors should address accounting or finance experience, market familiarity, business or management experience, industry knowledge, customer-base experience or perspective, crisis response, leadership, and/or strategic planning.

~~Our~~Family Board and Governance and Nominating Committee evaluate each individual in the context of the board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.Relationships

60There ~~Table~~are no family relationships among any of ~~Contents~~our officers or directors.

~~Insider~~Involvement ~~Trading~~in ~~Arrangements~~Certain ~~and~~Legal ~~Policies~~Proceedings

~~The~~Other ~~Company~~than ~~has~~as ~~adopted~~noted ~~an insider trading policy governing the purchase~~below, ~~sale,~~none ~~and/or other disposition~~ of ~~its~~our ~~securities by its~~ directors, executive officers, ~~employees~~promoters, ~~and~~or ~~independent~~control ~~contractors~~persons ~~that~~has ~~the~~been ~~Company~~involved ~~believes~~in isany ~~reasonably~~of ~~designed~~the tofollowing ~~promote~~events ~~compliance~~during ~~with insider trading laws, rules and regulations, and~~ the ~~exchange~~past ~~listing~~five ~~standards~~years: ~~applicable to the Company.~~

~~Directors,~~1) ~~executive~~A ~~officers,~~petition ~~employees~~under ~~and~~the ~~other~~Federal ~~related~~bankruptcy ~~persons~~laws ~~may~~or ~~not~~any ~~buy,~~state ~~sell~~insolvency orlaw ~~engage~~was infiled ~~other~~by ~~transactions~~or inagainst, ~~the~~or ~~Company’s~~a ~~shares~~receiver, ~~while~~fiscal ~~aware~~agent ofor ~~material~~similar ~~non-public~~officer ~~information;~~was ~~buy~~appointed orby ~~sell~~a ~~securities~~court offor ~~other~~the ~~companies~~business ~~while~~or ~~aware~~property of ~~material~~such ~~non-public~~person, ~~information~~or ~~about~~any ~~those~~partnership ~~companies~~in ~~that~~which ~~they~~he ~~became~~was ~~aware~~a ofgeneral aspartner aat ~~result~~or ofwithin ~~business~~two ~~dealings~~years ~~between~~before the ~~Company~~time ~~and~~of ~~those~~such ~~companies;~~filing, or ~~disclose~~any ~~material~~corporation ~~non-public~~or ~~information~~business toassociation ~~any~~of ~~unauthorized~~which ~~persons~~he ~~outside~~was ofan executive officer at or within two years before the ~~Company~~time of such filing. ~~The policy also~~2) ~~restricts~~A ~~trading~~conviction ~~and~~in ~~other~~a ~~transactions~~criminal ~~for~~proceeding or is a ~~limited~~named ~~group~~subject of ~~Company~~a ~~employees~~pending criminal proceeding (~~including~~excluding ~~executives~~traffic violations and ~~directors)~~other tominor ~~defined~~offenses). ~~window~~3) ~~periods~~The ~~that~~subject ~~follow~~of ~~the~~any ~~Company's~~order, ~~quarterly~~judgment, ~~earnings~~or ~~releases~~decree, ~~and~~not ~~restricts~~subsequently ~~trading~~reversed, ~~and~~suspended, ~~other~~or ~~transactions~~vacated, ~~following~~of ~~announcement~~any court of acompetent ~~share~~jurisdiction, ~~repurchase~~permanently ~~program.~~or temporarily enjoining him from, or otherwise limiting, the following activities:

~~Item 11~~i. ~~Executive~~Acting ~~Compensation~~as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity, or

~~The~~37 ~~particulars~~Table of ~~the compensation paid to the following persons:~~Contents

~~(a)~~ii. ~~our~~Engaging ~~principal~~in ~~executive~~any ~~officer;~~type ~~(b) each~~ of ~~our~~business ~~two most highly compensated executive officers who were serving as executive officers during the last completed year ended August 31, 2024 and August 31, 2023~~practice; ~~(c)~~or upiii. toEngaging ~~two~~in ~~additional~~any ~~individuals~~activity ~~for~~in ~~whom~~connection ~~disclosure~~with ~~would have been provided under (b) but for~~ the ~~fact~~purchase ~~that~~or ~~the~~sale ~~individual~~of ~~was~~any ~~not~~security ~~serving~~or ascommodity ~~our~~or ~~executive~~in ~~officer~~connection atwith ~~the~~any ~~end~~violation of ~~the~~Federal ~~years~~or ~~ended~~State ~~August~~securities ~~31,~~laws ~~2024,~~or ~~and~~Federal ~~August~~commodities ~~31, 2023,~~laws.

~~collectively~~4) ~~referred~~The tosubject asof any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the ~~named~~right ~~executive~~of ~~officers~~such person to engage in any activity described in paragraph (f)(3)(i) of ~~our~~this ~~Company~~section, ~~are~~or ~~set~~to ~~out~~be associated with persons engaged in any such activity. 5) Found by a court of competent jurisdiction in a civil action or by the ~~following~~SEC ~~summary~~to ~~compensation~~have ~~table~~violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated. ~~There~~6) isFound noby ~~disclosure~~a ~~provided~~court ~~for~~of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any ~~named~~Federal ~~executive~~commodities ~~officer~~law, ~~other~~and ~~than~~the ~~our~~judgment ~~principal~~in ~~executive~~such ~~officers~~civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, ~~whose~~suspended, ~~total~~or ~~compensation~~vacated. ~~did~~7) The subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not ~~exceed~~subsequently ~~$100~~reversed,~~000~~ ~~for~~suspended, ~~the~~or ~~respective~~vacated, ~~fiscal~~relating ~~year~~to an alleged violation of:

SUMMARY COMPENSATION TABLE
Name and		Salary		Bonus		Stock Awards		Option Awards(6)		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation Earnings		All Other Compensation		Total
Principal Position	Year	$		$		$		$		$		$		$		$
Christopher Bunka (1)	2024		-		27,246		-		85,074		-		-		772,524		884,844
Chairman, Director & former Chief Executive Officer	2023		-		10,487		-		-		-		-		280,706		291,193
Richard Christopher (2)	2024		-		-		-		514,317		-		-		5,000		519,317
Chief Executive Officer	2023		-		-		-		-		-		-		-		-
John Docherty (3)	2024		273,397		55,944		-		85,074		-		-		-		414,415
President & Director	2023		257,399		33,066		-		-		-		-		-		290,465
Nelson Cabatuan (4)	2024		71,280		-		-		403,298		-		-		-		474,578
Former Chief Financial Officer	2023		-		-		-		-		-		-		-		-
Greg Downey (5)	2024		-		-		-		-		-		-		-		-
Former Chief Financial Officer	2023		172,889		11,022		-		-		-		-		-		183,911

	i.	Any Federal or State securities or commodities law or regulation; or

	ii.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

	iii.	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity.

(1)	Mr. Bunka was appointed as Chairman, President, Chief Executive Officer, and director on October 26, 2006. We pay Mr. Bunka a consulting fee through CAB Financial Services Ltd., through which he was previously compensated for Chief Executive Officer services. On August 31, 2024, Mr. Bunka resigned as Chief Executive Officer of the Company and currently serves as the Company’s Chairman of the Board.
(2)	Mr. Richard Christopher was appointed as Chief Executive Officer on August 31, 2024. Mr. Christopher was paid $5,000 for consulting for the month of July 2024. We pay Mr. Christopher as an employee.
(3)	Mr. Docherty became President on April 15, 2015, and a director on April 29, 2016. We pay Mr. Docherty as an employee.
(4)	Mr. Cabatuan was Chief Financial Officer from March 14, 2024 to July 15, 2024 and was considered an employee of the Company. Subsequent to his resignation 150,000 options were cancelled with a value of $302,474.
(5)	Mr. Downey was Chief Financial Officer from April 15, 2021 to June 6, 2023 and was considered an employee of the Company.
(6)	The fair value of the stock options awarded was estimated using the Black-Scholes option pricing model.

The subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Consulting~~Mr. Richard Christopher, the CEO and ~~Employment~~a ~~Agreements~~director of Lexaria, was formerly the Chief Financial Officer of InVivo Therapeutics Corporation (“InVivo”). Following a failed clinical trial, InVivo filed for relief under chapter 11 of the bankruptcy code in the state of Delaware on February 1, 2024. On June 21, 2024, the court entered a Confirmation Order confirming the Plan. The Effective Date of the Plan occurred on July 12, 2024. On November 18, 2025, the court ordered that the motion to authorize the Liquidation Trust to make distributions to the holders of equity security interests was granted.

~~Other~~Delinquent ~~than~~Section as16(a) ~~set out in this annual report on Form 10-K we have not entered into any employment or consulting agreements with any of our current officers or directors.~~Reports

MrSection 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. ~~Chris~~Executive ~~Bunka~~officers, ~~Former~~directors ~~CEO~~and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

~~The~~38 ~~Company~~Table ~~secured a 3-year term renewable management contract with Mr. Bunka effective January 1, 2022, with a base compensation~~ of C$29,706 per month with an annual increase of 1.25 times the annual Canadian inflation rate. A performance bonus of up to 50% of 12 times the monthly fee may be payable upon the completion of certain performance criteria as determined by our Board. Participation in the Company’s stock option plan is also included.Contents

61During ~~Table~~the fiscal year ended August 31, 2025, based solely on our review of ~~Contents~~the copies of such forms received by us, or written representations from certain reporting persons, we believe that all other filings applicable to our officers, directors, and beneficial owners of greater than 10% percent were complied with within the required time frames.

~~The~~Code ~~contract entitles Mr. Bunka to compensation~~ of 2% of the consideration of the total value of any subsidiary sold and upon a change of control is entitled to 26 times the monthly fee, excluding certain circumstances. The termination clause requires 15 months written notice plus one additional months’ written notice for each completed year of service for terminating the contract without cause. Payment may be made in lieu of and if so, the Company would be liable for a termination payment of 15 times the monthly fee plus one additional month’s payment for each completed year of service of up to a maximum payment of 24 times the monthly fee.Ethics

OnWe ~~August~~adopted ~~31,~~a ~~2024~~Code ~~the~~of ~~management~~Ethics ~~contract~~applicable ~~with~~to ~~Mr.~~our ~~Bunka~~senior ~~was~~financial ~~terminated~~officers byand ~~the~~certain ~~Company~~other infinance ~~order~~executives, towhich ~~proceed~~is ~~with~~a ~~the~~“code ~~engagement~~ of ~~the~~ethics” ~~new~~as ~~CEO,~~defined ~~Mr.~~by ~~Richard~~applicable ~~Christopher. Pursuant~~rules toof the ~~terms~~SEC. ofOur ~~his~~Code ~~contract~~of ~~and~~Ethics ais ~~review~~attached ~~conducted~~as byan ~~the~~exhibit ~~Compensation~~to ~~Committee,~~our ~~Mr.~~Form ~~Bunka~~SB-2 ~~received~~filed aon ~~severance~~September ~~payment of US$442~~20,~~167,~~ ~~and~~2007. ~~upon~~If ~~completion~~we ofmake ~~the~~any ~~calendar~~amendments ~~year~~to ~~will~~our ~~also~~Code ~~receive~~of ~~his~~Ethics ~~pro~~other ~~rata~~than ~~portion~~technical, ofadministrative, ~~his~~or ~~performance~~other ~~milestone~~non-substantive ~~bonus. Mr.~~amendments, ~~Bunka~~or ~~and~~grant ~~the~~any ~~Company~~waivers, ~~have~~including ~~agreed~~implicit towaivers, ~~enter~~from ~~into~~ a ~~consulting~~provision ~~agreement~~of ~~whereby~~our ~~Mr.~~Code ~~Bunka~~of ~~will~~Ethics ~~provide~~to ~~Strategic~~our Chief Executive ~~Advising~~Officer, ~~services~~Chief ~~and~~Financial ~~accordingly~~Officer, ~~all~~or ~~stock~~certain ~~options~~other ~~previously~~finance ~~issued~~executives, towe ~~Mr. Bunka~~ will ~~remain~~disclose ~~valid~~the ~~and~~nature ~~exercisable. Mr. Bunka will continue as a director~~ of the ~~Company~~amendment ~~and~~or aswaiver, ~~the~~its ~~Chairman~~effective ofdate ~~the board~~ and ~~will~~to bewhom ~~compensated~~it ~~for~~applies ~~his~~in ~~services~~a asCurrent ~~such~~Report inon ~~the~~Form ~~same~~8-K ~~manner~~filed aswith the ~~independent board members~~SEC.

~~Mr.~~Board ~~Richard~~and ~~Christopher,~~Committee ~~CEO~~Meetings

~~The~~Our ~~Company~~Board ~~entered~~held ~~into~~nine anformal ~~at-will~~meetings ~~executive~~during ~~employment agreement with Mr. Richard Christopher for~~ the ~~provision of Chief Executive Officer services for US$420,000 per~~ year, ~~effective~~ended August 31, ~~2024,~~2025. ~~with~~All anproceedings ~~annual increase~~ of 5%the onBoard ~~January~~taken 1,at ~~2025~~a ~~and~~formal ~~January~~meeting 1,were ~~2026~~evidenced ~~and~~by ~~thereafter~~way ~~at the sole discretion~~ of ~~the~~minutes ~~Company~~taken ~~and~~at insuch ~~accordance~~meetings. ~~with~~All ~~the~~other ~~Company’s~~matters ~~standard~~approved ~~payroll~~by ~~practices.~~our ABoard ~~performance~~outside ~~bonus~~of ~~equal~~any toformal ~~50%~~meeting ofwere ~~the~~evidenced ~~annual~~by ~~compensation~~resolutions ~~may~~consented beto ~~payable~~by ~~upon~~all the ~~completion~~directors. ofSuch ~~certain~~resolutions ~~performance~~consented ~~criteria~~to asin ~~determined~~writing by ~~our Board. Participation in~~ the ~~Company’s~~directors ~~stock~~entitled ~~option~~to ~~plan~~vote ison ~~also~~that ~~included~~resolution ~~with~~at ana ~~initial~~meeting ~~option~~of ~~issuance for~~ the ~~purchase~~directors ~~of 200~~are,~~000~~ ~~common~~according ~~shares~~to ~~with~~the anNevada ~~exercise~~General ~~price~~Corporate ofLaw ~~$3.92,~~and ~~being~~our ~~granted~~Bylaws, ~~for~~as avalid ~~five~~and ~~year~~effective ~~term~~as ~~with~~if ~~vesting~~they ~~periods~~had ~~ending~~been inpassed ~~December~~at ~~2026.~~a Anmeeting ~~annual professional development allowance~~ of ~~US$40,000~~the isdirectors ~~also~~duly ~~available~~called toand Mrheld. ~~Christopher.~~

~~Upon~~Nomination the occurrence of a change of control (“COC”), Mr. Christopher will be entitled to a lump payment of 12 months’ pay if such COC occurs within the first year of engagement, 13 months’ pay if such COC occurs within the second year of engagement and 14 months’ pay if such COC occurs within the third or subsequent year of engagement. The agreement specifies that should Mr. Christopher’s engagement be terminated without just cause by the Company or for good reason by Mr. Christopher, the Company would pay Mr. Christopher any accrued wages, payable bonus and one month of salary for each one month engaged up to a maximum of 12 months’ pay.Process

MrAs of August 31, 2025, the Company had an active Governance and Nominating Committee. ~~John~~If ~~Docherty~~stakeholders wish to recommend candidates for our Board, ~~President~~they may do so by sending communications to the Governance and Nominating Committee at the address on the cover of this annual report.

~~The~~Audit ~~Company~~and ~~entered~~Finance ~~into~~Committee aand ~~3-year~~Audit ~~term~~Committee ~~renewable~~Financial executive employment agreement with Mr. John Docherty for a management contract for C$310,001 per year, effective January 1, 2022, with an annual increase of 1.25 times the annual Canadian inflation rate. A performance bonus equal to 50% of the annual compensation may be payable upon the completion of certain performance criteria as determined by our Board. Participation in the Company’s stock option plan is also included. An annual professional development allowance of C$15,000 is also available to Mr. Docherty.Expert

The ~~contract~~audit ~~for~~and ~~the~~finance ~~services~~committee ~~includes~~are ~~entitlement~~governed toby ~~compensation~~the ofaudit 2%and offinance ~~the~~committee ~~consideration~~charter ~~received~~as byadopted ~~the~~on ~~Company~~December ~~from~~8, ~~the~~2020. ~~sale~~The ofcommittee ~~any~~is ~~subsidiary,~~composed ~~excluding~~of ~~certain circumstances~~Mr. ~~Upon~~Albert ~~the~~Reese, ~~occurrence~~Jr., ofMs. aBal ~~change of control~~Bhullar, and Mr. ~~Docherty~~Nicholas ~~will~~Baxter beand ~~entitled~~the tomembers aheld ~~lump~~four ~~payment~~formal ofmeetings 21during ~~months’~~the ~~pay~~year ~~subject~~ended toAugust ~~certain~~31, ~~exemptions~~2025. ~~The~~Mr. ~~contract~~Reese, ~~specifies~~a ~~that~~CPA, 60qualifies ~~days~~as ~~written~~an ~~notice~~“audit ~~for~~committee ~~termination~~financial byexpert” ~~Mr.~~as ~~Docherty~~defined ~~and~~in ~~termination~~Item ~~without~~407(d)(5)(ii) ~~cause~~of byRegulation ~~the~~S-K, ~~Company~~and ~~would~~is ~~result~~“independent” inas 12the ~~months’~~term ~~pay~~is used in ~~lieu~~Item 7(d)(3)(iv) of ~~notice~~Schedule ~~plus~~14A ~~one~~under ~~additional~~the ~~month’s~~Securities ~~written~~Exchange ~~notice~~Act orof ~~payment in lieu~~1934, ~~for~~as ~~each~~amended. ~~completed~~A ~~year~~copy of ~~service~~the upAudit to& aFinance ~~maximum~~Committee ~~payment~~charter ofcan 24be ~~months~~downloaded from the Company’s website under our Investors/Governance/Governance Documents tab.

MrOur management is responsible for preparing our financial statements and our independent registered public accounting firm is responsible for auditing those financial statements. ~~Nelson~~Our ~~Cabatuan~~audit and finance committee consults with management and our independent registered public accounting firm and may initiate inquiries into various aspects of our financial affairs. They are responsible for retaining, ~~Former~~evaluating ~~CFO~~and for the engagement of our independent registered public accounting firm and for the approval of professional services provided by them. However, it is not the duty of our audit and finance committee to determine that our financial statements are complete and accurate and in accordance with generally accepted accounting principles.

~~The~~Compensation Company entered into an employment agreement with Mr. Cabatuan with a base annual salary of US$198,000, subject to annual increases of US$12,000 for the first and second anniversary of employment with any subsequent increase being subject to negotiation, an option grant for the issuance of up to 200,000 common shares vested over three years, and annual performance milestone bonuses of up to 35% during the first year, 40% during the second year and thereafter up to 50% of the base salary. In addition, Mr. Cabatuan’s employment agreement provides that upon the sale of an affiliate company, he will receive compensation on the gross sale value equal to 0.5% if the sale occurs in the first year of employment, 0.75% if the sale occurs in the second year of employment and 1.0% if the sale occurs thereafter. As well, upon a change of control of Lexaria Bioscience Corp., Mr. Cabatuan will be entitled to twelve months’ of base salary if it occurs in the first year, thirteen months’ of base salary if it occurs in the second year and fourteen months’ of base salary if it occurs in the third year or any subsequent year thereafter. As Mr. Cabatuan resigned from his position, his unvested options (150,000) were returned to the Company’s Equity Incentive Plan and he was only entitled to accrued wages. As Mr. Cabatuan has continued with the Company as its Strategic Investment Advisor his vested options (50,000) remain valid and active. Committee

62Our ~~Table~~Compensation Committee was created on July 2, 2020, the members of ~~Contents~~which are Mr. Nicholas Baxter and Mr. Ted McKechnie, with all directors being “independent” pursuant to Nasdaq independence standards. The Compensation Committee operates under a written charter and its purpose is to review, consider, research, and recommend compensation for the Company’s executive management, taking into consideration milestones achieved, the compensation issued by companies of similar size and the overall financial health of the Company. The committee is also responsible for reviewing and approving employment and benefits agreements and any executive compensation information incorporated into the Company’s periodic reports. The Compensation Committee held nine formal meetings during the fiscal year. A copy of the compensation committee charter can be downloaded from the Company’s website under our Investors/Governance/Governance Documents tab.

~~Mr.~~39 ~~Michael~~Table ~~Shankman,~~of ~~Current CFO~~Contents

~~The~~Governance Company entered into an employment agreement with Mr. Shankman with a base annual salary of US$120,000, subject to annual increases of 1.25 x the annual inflation rate as determined by the US Federal Reserve Board, an option grant for the issuance of up to 50,000 common shares subject to vesting provisions ending August 31, 2026, and ~~annual~~Nominating performance milestone bonuses of up to 35% during the first year, 40% during the second year and thereafter up to 50% of the base salary. Should Mr. Shankman be terminated without cause, after an initial six months with the Company, he will be entitled to severance pay equal to two (2) months base salary, with such severance pay increasing by a month for each completed year of employment. Mr. Shankman will also be entitled to medical and dental benefits equal in value to up to $2,000 per month until his 65th birthday and four (4) weeks of paid vacation.Committee

~~Grants~~The Governance and Nominating Committee operate pursuant to a charter created on December 8, 2020. The current members of ~~Plan-Based~~the ~~Awards~~committee ~~Table~~are Ms. Bal Bhullar, Mr. Albert Reese Jr. and Mr. Ted McKechnie, all being independent directors of the Company. The committee’s purpose is to assist our Board in fulfilling its responsibilities by: (i) being satisfied that corporate governance guidelines are adopted, applied and disclosed including director qualification standards, responsibilities and access to management and independent advisors, director compensation, orientation and continuing education, and annual performance evaluation of the board; (ii) identifying individuals qualified to become new board members and recommending to the board the nominees for each annual meeting of shareholders of the Corporation; and (iii) such other matters delegated to the committee by the board. The Governance and Nominating Committee held one (1) formal meeting during the fiscal year. A copy of the Governance & Nominating Committee charter can be downloaded from the Company’s website under our Investors/Governance/Governance Documents tab.

~~During~~Our Board plays a critical role in guiding the ~~year~~strategic ~~ended~~direction ~~August~~and 31overseeing the management of our business. We seek to attract and retain highly qualified directors who have sufficient time to engage in the activities of our Board and to understand and enhance their knowledge of our industry and business plans. In evaluating the suitability of individual candidates, ~~2024~~the Governance and Nominating Committee and our Board may take into account many factors, ~~Lexaria~~including: ~~issued~~relevant education, experience and expertise; knowledge of the ~~following~~Company ~~plan-based~~and ~~awards~~the issues it faces; whether the candidate will strengthen the Board and remedy any perceived deficiencies in the specific criteria; moral and ethical character; diversity of expertise and experience in substantive matters pertaining to our ~~named~~business ~~executive~~relative ~~officers:~~to other board members; diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience; and any other relevant qualifications, attributes or skills. The core competencies of directors should address accounting or finance experience, market familiarity, business or management experience, industry knowledge, customer-based experience or perspective, crisis response, leadership, and/or strategic planning.

Compensation Securities
ExecutiveOfficer	Type ofcompensationsecurity	Number ofcompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass	Date ofissue orgrant	Issue,conversionor exerciseprice$	Closingprice ofsecurity orunderlyingsecurity ondate ofgrant$	Closingprice ofsecurity orunderlyingsecurity atyear end$	Expirydate
Chris Bunka,Former CEO	Stock Options	30,00049,500	10/26/202304/26/2024	1.152.36	1.122.35	3.913.91	10/26/202804/26/2029
John Docherty,President	Stock Options	30,00049,500	10/26/202304/26/2024	1.152.36	1.122.35	3.913.91	10/26/202804/26/2029
Nelson Cabatuan,Former CFO	Stock Options	200,000(1)	03/02/2024	2.93	2.92	3.91	03/15/2029

Our Board and Governance and Nominating Committee evaluate each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

~~(1)~~Insider ~~Upon~~Trading ~~resignation,~~Arrangements ~~150,000 vested options with a fair value of $302,474 expired~~ and were returned to the Incentive Equity Plan. The remaining 50,000 options had their term reduced so that they expire on July 15, 2026, being two years from the date that Mr. Cabatuan resigned as CFO and commenced consulting services.Policies

63The ~~Table~~Company has adopted an insider trading policy governing the purchase, sale, and/or other disposition of ~~Contents~~its securities by its directors, officers, employees and independent contractors that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the Company.

~~Outstanding~~Directors, ~~Equity~~executive ~~Awards~~officers, atemployees ~~Fiscal~~and ~~Year~~other ~~End~~related persons may not buy, sell or engage in other transactions in the Company’s shares while aware of material non-public information; buy or sell securities of other companies while aware of material non-public information about those companies that they became aware of as a result of business dealings between the Company and those companies; or disclose material non-public information to any unauthorized persons outside of the Company. The policy also restricts trading and other transactions for a limited group of Company employees (including executives and directors) to defined window periods that follow the Company’s quarterly earnings releases and restricts trading and other transactions following announcement of a share repurchase program.

~~The~~40 ~~particulars~~Table of ~~unexercised options, stock that has not vested and equity incentive plan awards for our named executive officers are set out in the following table:~~Contents

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
	OPTION AWARDS					STOCK AWARDS

Filing Compare · Lexaria Bioscience Corp.