Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended May 31, 2024

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

For the transition period from [ ] to [ ]

Commission file number 000-52138

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: 1.250.765.6424

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	The NASDAQ Capital Market
Warrants	LEXXW	The NASDAQ Capital Market

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 last 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 files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

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

15,810,205 common shares as of July 12, 2024

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION		3

Item 1. Financial Statements		3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21

Item 3. Controls and Procedures.		31

PART II—OTHER INFORMATION		32

Item 1. Legal Proceedings		32

Item 1A. Risk Factors		32

Item 2. 10b5-1 Trading Plans.		32

Item 3. Exhibits, Financial Statement Schedules		33

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

LEXARIA BIOSCIENCE CORP.

CONSOLIDATED BALANCE SHEETS

(Expressed in US Dollars except shares amount)

(Unaudited)

	May 31,			August 31,
	2024			2023
ASSETS
Current
Cash	$	8,459,081		$	1,352,102
Marketable securities		46,307			125,642
Accounts receivable		208,445			126,686
Prepaid expenses and other current assets		379,546			546,783
Total Current Assets		9,093,379			2,151,213

Non-current assets, net
Long-term receivables		63,575			48,559
Right of use assets		143,316			167,446
Intellectual property, net		498,878			462,625
Property & equipment, net		219,289			254,143
Total Non-current Assets		925,058			932,773

TOTAL ASSETS	$	10,018,437		$	3,083,986

LIABILITIES and STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	128,788		$	239,941
Lease liability, current		27,260			27,794
Total Current Liabilities		156,048			267,735

Lease liabilities - non-current		115,327			136,173

TOTAL LIABILITIES	$	271,375		$	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 May 31, 2024, and August 31, 2023, respectively.	$	15,810		$	8,091
Additional paid-in capital		59,502,668			48,799,454
Accumulated deficit		(49,373,982	)		(45,763,427	)
Accumulated other comprehensive loss		(21,866	)		-
Equity attributable to shareholders of Lexaria		10,122,630			3,044,118
Non-controlling interest		(375,568	)		(364,040	)
Total Stockholders' Equity		9,747,062			2,680,078
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	10,018,437		$	3,083,986

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

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LEXARIA BIOSCIENCE CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in US Dollars except share amounts)
(Unaudited)

	Three Months Ended						Nine Months Ended
	May 31,			May 31,			May 31,			May 31,
	2024			2023			2024			2023

Revenue	$	84,000		$	77,707		$	380,278		$	195,467
Cost of goods sold		-			12,747			4,822			31,500
Gross profit		84,000			64,960			375,456			163,967

Operating expenses
Research and development		573,089			1,640,648			1,393,359			3,166,315
General and administrative		1,253,830			825,177			2,532,163			2,417,561
Total operating expenses		1,826,919			2,465,825			3,925,522			5,583,876

Loss from operations		(1,742,919	)		(2,400,865	)		(3,550,066	)		(5,419,909	)

Other income (loss)
Interest income		-			15,443			7,318			34,174
Unrealized gain (loss) on marketable securities		(41,393	)		1,856			(79,335	)		(77,775	)
Total other income (loss)		(41,393	)		17,299			(72,017	)		(43,601	)

Net loss	$	(1,784,312	)	$	(2,383,566	)	$	(3,622,083	)	$	(5,463,510	)
Less: Net loss attributable to non-controlling interest		(2,619	)		(12,061	)		(11,528	)		(37,930	)
Net loss attributable to Lexaria shareholders	$	(1,781,693	)	$	(2,371,505	)	$	(3,610,555	)	$	(5,425,580	)

Other comprehensive income
Foreign currency translation adjustment		(1,240	)		-			(21,866	)		-
Total comprehensive loss	$	(1,782,933	)	$	(2,371,505	)	$	(3,632,421	)	$	(5,425,580	)
Basic and diluted loss per share		(0.13	)		(0.37	)		(0.32	)		(0.89	)

Weighted average number of common shares outstanding
- Basic and diluted		13,855,202			6,440,998			11,274,845			6,116,126

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

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LEXARIA BIOSCIENCE CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended May 31, 2024 and 2023
(Expressed in US Dollars)
(Unaudited)

	May 31,			May 31,
	2024			2023
Cash flows used in operating activities
Net loss	$	(3,622,083	)	$	(5,463,510	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		395,726			160,748
Depreciation and amortization		59,783			74,469
Impairment loss		57,836			-
Noncash lease expense		24,130			30,882
Unrealized loss on marketable securities		79,335			77,775
Lease accretion		5,501			1,961
Change in operating assets and liabilites
Accounts receivable		(81,759	)		29,500
Inventory		-			43,069
Prepaid expenses and deposits		167,237			(52,979	)
Accounts payable and accrued liabilities		(111,153	)		872,138
Operating lease liability		(26,881	)		(33,610	)
Long-term receivables		(15,016	)		-
Net cash used in operating activities	$	(3,067,344	)	$	(4,259,557	)

Cash flows used in investing activities
Additions in intellectual property		(119,018	)		(67,425	)
Purchase of equipment		-			(33,748	)
Net cash used in investing activities	$	(119,018	)	$	(101,173	)

Cash flows from financing activities
Proceeds from shares sold for cash		4,208,731			1,711,418
Proceeds from exercise of stock options and warrants		6,106,476			-
Net cash from financing activities	$	10,315,207		$	1,711,418

Effect of exchange rate changes on cash		(21,866	)		-
Net change in cash for the period		7,106,979			(2,649,312	)
Cash at beginning of period		1,352,102			5,813,218
Cash at end of period	$	8,459,081		$	3,163,906

Supplemental information of cash flows:
Income taxes paid in cash	$	-		$	8,214
Remeasurement of operating lease right of use assets and liabilities	$	-		$	156,565

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

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LEXARIA BIOSCIENCE CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Nine Months Ended May 31, 2024, and 2023
(Expressed in US Dollars except share amounts)
(Unaudited)

										Accumulated
	Common Stock				Additional Paid-in					Other Comprehensive			Non-controlling			Stockholders'
	Shares		Amount		Capital		Deficit			Income (Loss)			Interest			Equity

Balance August 31, 2023		8,091,650	$	8,091	$	48,799,454	$	(45,763,427	)		-		$	(364,040	)	$	2,680,078
Stock issued in equity offering		889,272		889		1,246,829		-			-			-			1,247,718
Stock issued from exercise of warrants		1,330,719		1,331		570,320		-			-			-			571,651
Foreign currency translation adjustment		-		-		-		-			4,372			-			4,372
Stock based compensation		-		-		53,953		-			-			-			53,953
Net loss		-		-		-		(1,179,323	)		-			-			(1,179,323	)
Non-controlling interest		-		-		-		-			-			(5,715	)		(5,715	)
Balance November 30, 2023		10,311,641	$	10,311	$	50,670,556	$	(46,942,750	)	$	4,372		$	(369,755	)	$	3,372,734
Stock issued in equity offering		1,444,741		1,445		2,959,568		-			-			-			2,961,013
Stock issued from exercise of warrants		631,291		632		491,192		-			-			-			491,824
Foreign currency translation adjustment		-		-		-		-			(24,998	)		-			(24,998	)
Net loss		-		-		-		(649,539	)		-			-			(649,539	)
Non-controlling interest		-		-		-		-			-			(3,194	)		(3,194	)
Balance February 29, 2024		12,387,673		12,388		54,121,316		(47,592,289	)		(20,626	)		(372,949	)		6,147,840
Stock issued from exercise of warrants		3,420,032		3,420		5,036,707		-			-			-			5,040,127
Stock issued from exercise of options		2,500		2		2,872		-			-			-			2,874
Foreign currency translation adjustment		-		-		-		-			(1,240	)		-			(1,240	)
Stock based compensation		-		-		341,773		-			-			-			341,773
Net loss		-		-		-		(1,781,693	)		-			-			(1,781,693	)
Non-controlling interest		-		-		-		-			-			(2,619	)		(2,619	)
Balance May 31, 2024		15,810,205		15,810		59,502,668		(49,373,982	)		(21,866	)		(375,568	)		9,747,062

Balance August 31, 2022		5,950,998	$	5,951	$	47,041,481	$	(39,098,528	)	$	-		$	(316,414	)	$	7,632,490
Stock based compensation		-		-		68,776		-			-			-			68,776
Net loss		-		-		-		(1,755,944	)		-			-			(1,755,944	)
Non-controlling interest		-		-		-		-			-			(13,362	)		(13,362	)
Balance November 30, 2022		5,950,998	$	5,951	$	47,110,257	$	(40,854,472	)	$	-		$	(329,776	)	$	5,931,960
Shares issued for services		-		-		10,526		-			-			-			10,526
Net loss		-		-		-		(1,298,131	)		-			-			(1,298,131	)
Non-controlling interest		-		-		-		-			-			(12,507	)		(12,507	)
Balance February 28, 2023		5,950,998	$	5,951	$	47,120,783	$	(42,152,603	)	$	-		$	(342,283	)	$	4,631,848
At The Market financing		34,652		34		110,987		-			-			-			111,021
S-1 financing		2,106,000		2,106		1,598,291		-			-			-			1,600,397
Stock based compensation		-		-		81,446		-			-			-			81,446
Net loss		-		-		-		(2,371,505	)		-			-			(2,371,505	)
Non-controlling interest		-		-		-		-			-			(12,061	)		(12,061	)
Balance May 31, 2023		8,091,650	$	8,091	$	48,911,507	$	(44,524,108	)	$	-		$	(354,344	)	$	4,041,146

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

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LEXARIA BIOSCIENCE CORP.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2024

(Expressed in U.S. Dollars Except Share Amounts)

(Unaudited)

1. Nature of Business

Lexaria Bioscience Corp. (“Lexaria”, “we”, “our” or “the Company”) is a biotechnology company pursuing the enhancement of the bioavailability of a diverse and broad range of active pharmaceutical ingredients (“API”) using DehydraTECH^TM, our patented proprietary drug delivery technology.

Revenues 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 Canada. We also perform contract services in R&D for customer specific formulations that are used in comparison testing to customers’ existing products.

Going Concern

The 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.

Since inception, the Company has incurred significant operating and net losses. Net losses attributable to shareholders were $3.6 million and $5.5 million for the nine-months ended May 31, 2024, and 2023, respectively. As of May 31, 2024, we had an accumulated deficit of $49.4 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 research and development (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. The recurring losses and negative net cash flows raise substantial doubt as to the Company’s ability to continue as a going concern.

During the nine-months ended May 31, 2024, the Company has completed the following:

	·	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, 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. The 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.

	·	Entered into a Securities Purchase Agreement whereby on October 3, 2023, the Company issued, to a single healthcare-focused institutional investor, 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 agreed to issue and sell 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 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 the issuance by the Company of an aggregate 729,058 common shares for gross proceeds of $73.

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Issued common shares pursuant to the exercise of the following warrants:

	o	1,622,250 common shares pursuant to the exercise of warrants that were issued under our May 11, 2023, financing, at an exercise price of $0.95 per share for gross proceeds of $1,541,137;
	o	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;
	o	729,058 common shares pursuant to the exercise of pre-funded warrants that were issued under our October 3, 2023, financing, at an exercise price of $0.0001 per share for gross proceeds of $73 dollars;
	o	1,298,702 common shares pursuant to the exercise of warrants that were issued under our February 16, 2024, financing, at an exercise price of $2.185 per share for gross proceeds of $2,837,664; and
	o	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.

We may 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.

Based on existing cash 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. In making this assessment, the Company believes that this alleviates any substantial doubt in connection with the Company's ability to continue as a going concern.

2. Significant Accounting Policies

The significant accounting policies of the Company are consistent with those of our audited financial statements on Form 10-K for the year ended August 31, 2023.

Basis of Consolidation

These unaudited interim consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries; Lexaria CanPharm ULC, Lexaria CanPharm Holding Corp., PoViva Corp., Lexaria Hemp Corp., Kelowna Management Services Corp., Lexaria Nutraceutical Corp., and Lexaria Pharmaceutical Corp., and our 83.333% owned subsidiary Lexaria Nicotine LLC with the remaining 16.667% 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.

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Basis of Presentation

The Company’s unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States generally accepted accounting principles (US GAAP) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results for a full year or for any subsequent period.

These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated annual financial statements and notes thereto included in our annual report filed on Form 10-K for the year ended August 31, 2023.

Cash and Cash Equivalents

Cash and cash equivalents 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 May 31, 2024, or May 31, 2023.

Marketable Securities

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.

Leases

The Company 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.

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. The 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.

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.

For operating leases that reflect impairment, we will recognize the amortization of the right-of-use asset on a straight-line basis over the remaining lease term with rent expense still included in operating expenses in the consolidated statements of operations. For 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 lease liabilities at the lease commencement date.

We 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.

Intellectual Property

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-line basis over an estimated economic life of 20 years.

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Property and Equipment

Property and 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 3-10 years. Certain production equipment is depreciated by units of production method. Leasehold improvements are amortized over the term of the related leases, or the economic life of the improvements, whichever is shorter.

Impairment of Long-Lived Assets

Long-lived assets, 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 the 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.

Revenue Recognition

Licensing revenue from intellectual property

Our revenues from licenses that grant the right to access our intellectual property, which we consider symbolic licenses of IP, are recognized over time following the transfer and use of our patented infusion technology DehydraTECH. Royalty revenues are recognized in the period in which our licensees sell the related products and recognize the related revenue.

Usage fees from intellectual property

We recognize usage fees from B2B clients in the period in which the counterparty completes the manufacturing which incorporates DehydraTECH enabled APIs into the related product. We generally recognize revenue when we have satisfied all contractual obligations and are reasonably assured of collecting the resulting receivable. Non-refundable minimum fees are recognized as revenue over the period to which they apply.

Product revenue

We generally recognize revenue when we have satisfied all contractual obligations and are reasonably assured of collecting the resulting receivable. We are often entitled to bill our customers and receive payment from our customers in advance of recognizing the revenue.

Cost of Sales

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

Research and Development

Research and development costs are expensed as incurred. These expenditures are comprised of both in-house research programs and through third-party contracts including clinical research organizations, consultants, academic and non-profit institutions, contract manufacturing, and other expenses.

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Intellectual Property Expenses

Non-capitalizable costs associated with intellectual property-related matters are expensed as incurred and included in general and administrative expenses within the consolidated statements of operations and comprehensive loss.

Stock-Based Compensation

The Company accounts for its stock-based compensation awards whereby all stock-based grants are recognized as expenses in the consolidated statements of operations 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 life of the option, risk-free interest rates and expected dividend yields of the common stock.

Foreign Currency Translation

The 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 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.

Loss Per Share

The 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 and stock options, 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.

Income Taxes

The Company recognizes deferred tax liabilities 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, deferred tax 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.

Fair Value Measurements

When measuring fair value, the Company seeks to maximize the use of observable inputs and minimize the use of unobservable inputs. This establishes a fair value hierarchy based on the level of independent objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Inputs are prioritized into three levels used to measure fair value:

	·	Level 1 - 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.

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The Company’s financial instruments consist primarily of cash, marketable securities, accounts receivable and payable as well as accrued liabilities. The carrying amounts of instruments approximate their fair values due to their short maturities or quoted market prices.

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 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 or CAD dollars is not expected to be material.

The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of May 31, 2024.

	Carrying		Fair Value Measurement Using
	Value		Level 1		Level 2		Level 3		Total
Marketable Securities	$	46,307	$	46,307	$	-	$	-	$	46,307

The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of August 31, 2023.

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

Credit Risk and Customer Concentration

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.

In the nine-months ended May 31, 2024, two customers accounted for 98% of consolidated revenues. In the nine-months ended May 31, 2023, four customers accounted for 88% of consolidated revenues.

Commitments and Contingencies

The Company’s policy is to record accruals for any such loss contingencies when it is probable that a liability has been incurred and the amount of 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 material claim against the Company with, at minimum, a reasonable possibility that a material loss may be incurred.

Reclassifications

Certain amounts in the prior period have been reclassified to conform with current period presentation.

Estimates and Judgments

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.

Management 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.

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3. Recent Accounting Guidance

Recently Adopted Pronouncements

In 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.

Accounting Pronouncements Not Yet Adopted

In 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 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.

4. Accounts and Other Receivables

Accounts receivable at May 31, 2024 and August 31, 2023 consist of the following:

Amounts Receivable	May 31, 2024		August 31, 2023

Sales tax	$	116,685	$	102,051
Territory license fees		91,760		24,635
Long term receivable		63,575		48,559
	$	272,020	$	175,245

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5. Prepaid Expenses and Other Current Assets

Prepaid expenses consist of the following at May 31, 2024 and August 31, 2023:

	May 31,		August 31,
	2024		2023
Consulting	$	196,976	$	331,811
Licence, filing fees, dues		40,119		15,668
Advertising and conferences		82,487		40,342
Legal and accounting fees		30,665		36,795
Office and insurance		29,299		97,167
Capital financing		-		25,000
	$	379,546	$	546,783

6. Intellectual Property, net

A continuity schedule for capitalized patents is presented below:

	May 31,			August 31,
	2024			2023
Balance – beginning	$	462,625		$	488,462
Addition		119,018			135,862
Impairment		(57,836	)		(106,761	)
Amortization		(24,929	)		(54,938	)
Balance – ending	$	498,878		$	462,625

The Company evaluated its patent portfolio and determined that certain pending applications had been abandoned or will not be pursued. As such, during the nine-months ended May 31, 2024, the Company recognized an impairment loss of $57,836 related to those abandoned applications. The Company recognized $24,929 of amortization expense related to patents and licenses in the nine-months ended May 31, 2024.

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7. Property & Equipment, net

Consists of:

May 31, 2024	Cost		Period Amortization			Additions		Accumulated Amortization			Net Balance
Leasehold improvements	$	259,981	$	(11,258	)	$	-	$	(259,981	)	$	-
Computers		70,781		(2,352	)		-		(68,508	)		2,273
Furniture fixtures equipment		31,126		(1,869	)		-		(31,126	)		-
Lab equipment		367,424		(19,375	)		-		(150,408	)		217,016
	$	729,312	$	(34,854	)	$	-	$	(510,023	)	$	219,289

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
	$	695,563	$	(95,172	)	$	33,748	$	(475,168	)	$	254,143

8. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities at May 31, 2024 and August 31, 2023 consist of the following:

	May 31,		August 31,
	2024		2023
Accounts Payable
Trade payable	$	121,307	$	225,038
Sales tax payable		7,481		14,903
	$	128,788	$	239,941

9. Revenues

A breakdown of our revenues by type for the nine-months ended May 31, 2024, and May 31, 2023, are as follows:

	Nine-Months Ended May 31
	2024		2023

IP Licensing	$	373,990	$	104,935
B2B		5,388		44,167
Other		900		46,365
	$	380,278	$	195,467

During the nine-month period ended May 31, 2024, and 2023, the Company recognized B2B product revenues of $5,388 and $44,167, respectively, that relate to sales of our intermediate products for use by B2B customers in their products. Licensing revenue consists of IP licensing fees for transfer of the DehydraTECH technology in line with definitive agreements and includes royalty fees. The Company recognized $373,990 and $104,935 in licensing revenue in the nine-months ended May 31, 2024, and 2023, respectively.

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10. Income Taxes

For the nine-months ended May 31, 2024, the Company did not recognize a provision or benefit for income taxes as it has incurred net losses. In addition, the net deferred tax assets are fully offset by a valuation allowance as the Company believes it is more likely than not that the benefit will not be realized.

11. Issuances of Common Shares and Warrants

During the nine-months ended May 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 offering. The Company also sold to investors, 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.

During the nine-months ended May 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.

On April 30 2024, the Company entered into a Warrant Exercise Agreement with an 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. Immediately upon full exercise of the Existing Warrant, the Investor received a new unregistered Common Stock Purchase Warrant to purchase up to an aggregate of 2,917,032 shares of the Company’s common stock (the “New Warrant”). The New Warrant was issued to the Investor for consideration of $0.125 per share for additional gross proceeds of $364,629. In addition, 102,097 warrants with an exercise price of $5.9375 were issued as part of a tail commission. Placement agent fees and other offering expenses in the amount of $209,796 were netted against the proceeds.

During the nine-months ended May 31, 2024, the Company had warrant exercises resulting in the following share issuances:

	·	1,622,250 common shares pursuant to the exercise of warrants that were issued under our May 11, 2023, financing, at an exercise price of $0.95 per share for gross proceeds of $1,541,137;
	·	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;
	·	729,058 common shares pursuant to the exercise of pre-funded warrants that were issued under our October 3, 2023, financing, at an exercise price of $0.0001 per share for gross proceeds of $73 dollars;
	·	1,298,702 common shares pursuant to the exercise of warrants that were issued under our February 16, 2024, financing, 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.

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A continuity schedule for warrants for the nine-months ended May 31, 2024, is presented below:

	Number of Warrants			Weighted Average Exercise Price $
Balance, August 31, 2023		4,520,483			4.71
Issued		7,093,208			3.62
Expired		(300,000	)		7.67
Exercised		(5,382,042	)		1.11
Balance, May 31, 2024		5,931,649			5.49

A summary of warrants outstanding as of May 31, 2024, is presented below:

Number of Warrants		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life ~in years~

60,798	$	36.00	.45-.50
317,190		10.50	.93-.95
16,667		9.00	0.79
1,719,828		6.58	1.63
483,750		0.95	3.95
314,287		2.19	4.72
2,917,032		4.75	4.72
102,097		5.94	4.72
5,931,649	$	5.49	1.10

Stock Options

The Company has established an Equity Incentive Plan which was most recently amended by the Company’s shareholders on May 9, 2023. Pursuant to the amendments which were affected on January 18, 2024 when the Company filed a Form S-8 Registration Statement, the Equity Incentive Plan now has an evergreen formula, whereby on January 1 each year commencing January 1, 2024, the number of shares issuable pursuant to the Equity Incentive Plan may be increased to a number equal to up to 10% of the issued share capital on December 31 of the previous year. The Company has registered an additional 527,111 common shares issuable pursuant to the Equity Incentive Plan, for an aggregate 1,037,544 common shares issuable under the Equity Incentive Plan. Stock options currently granted must be exercised within five years from the date of grant or such lesser period as determined by the Company’s board of directors. The vesting terms of each grant are also set by the board of directors. 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 preceding the date of grant.

Other than the issuance of options as an incentive for engagement, the Company has historically issued options to all of the independent directors, as a group and to its employees and consultants, as a group. As a result, option issuances are typically no more than two to three times per year. While the Company does not have a formal policy regulating option issuances, the Company attempts to ensure that such option issuances do not occur when material information has not been disclosed to the public and no less than two weeks prior to any quarterly or annual financial statement filing.

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A continuity schedule for stock options is presented below:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Balance August 31, 2022		424,836		$	6.45		3.69
Cancelled/expired		(47,500	)		2.98		4.39
Granted		69,600			1.75		2.98
Balance August 31, 2023		446,936			3.32		3.25
Cancelled/expired		(46,000	)		2.98		2.98
Exercised		(2,500	)		1.15		0.06
Granted		436,500			1.24		4.66
Balance May 31, 2024 (outstanding)		834,936			1.73		1.79		977,561
Balance May 31, 2024 (exercisable)		684,936			2.11		2.18		833,561

On October 26, 2023, the Company granted 85,000 options to its officers and employees with an exercise price of $1.15 and a term of 5 years.

On March 2, 2024, the Company granted 200,000 options to its new Chief Financial Officer with an exercise price of $2.93 and a term of 5 years, subject to the following vesting provisions: 50,000 vested on March 15, 2024, 50,000 will vest on March 15, 2025, 4,166 will vest monthly until March 15, 2027 at which time the balance of 4,182 options will vest.

On April 26, 2024, the Company granted 151,500 options to its officers, employees and directors with an exercise price of $2.36 and a term of 5 years.

The fair value of stock options granted in the nine-months ended May 31, 2024, were estimated as of the date of the grant by using the Black-Scholes option pricing model with the following assumptions:

May 31, 2024
Expected volatility	92% - 96		%
Risk-free interest rate	4.24% - 5.03		%
Expected life	2.5 – 4.0
Dividend yield		0.00	%
Estimated fair value per option	$	1.11 – 1.57

Stock-based compensation expense for the nine-month period ended May 31, 2024, and 2023, was $395,726 and $160,748, respectively.

As of May 31, 2024, the total unrecognized non-cash compensation costs are $302,474 related to 150,000 non-vested stock options with a $2.93 weighted average price. These costs are expected to be recognized over a weighted average period of 1.45 years.

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12. Commitments, Significant Contracts and Contingencies

Right-of-Use Assets - Operating Lease

The corporate office and R&D laboratory are located in Kelowna, British Columbia, Canada. The related lease was renewed until November 15, 2028. In addition to minimum lease payments, the lease requires us to pay property taxes and other operating costs which are subject to annual adjustments.

	May 31, 2024			August 31, 2023
	$			$
Right of use assets - operating leases		167,446			52,444
Remeasurement related to lease extension		-			156,566
Amortization		(24,130	)		(41,564	)
Total lease assets		143,316			167,446
Liabilities:		163,967			49,988
Remeasurement related to lease extension		-			156,566
Lease payments		(26,881	)		(44,814	)
Interest accretion		5,501			2,227
Total lease liabilities		142,587			163,967

Operating lease cost		156,565			167,446
Operating cash flows for lease		(26,881	)		44,814
Remaining lease term	4.42 Years			5.17 Years
Discount rate		7.25	%		7.25	%

Pursuant to the terms of the Company’s lease agreements in effect, the following table summarizes the Company’s maturities of operating lease liabilities as of May 31, 2024:

2024	8,959
2025	37,094
2026	37,345
2027	38,642
2028	38,901
2029	6,483
Thereafter	-
Total lease payments	167,424
Less: imputed interest	(24,837	)
Present value of operating lease liabilities	142,587
Less: current obligations under leases	(27,260	)
Total	115,327

13. Segment Information

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, B2B Production, Research and Development and Corporate. Licensing revenues are significantly concentrated on three licensees.

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Nine Months Ended May 31, 2024	IP Licensing			B2B Product			R&D			Corporate			Consolidated Total
Revenue	$	373,990		$	5,388		$	900		$	-		$	380,278
Cost of goods sold		-			(4,822	)		-			-			(4,822	)
Operating expenses		(130	)		(288	)		(1,393,359	)		(2,531,745	)		(3,925,522	)
Other Income(Expense)					-			-			(72,017	)		(72,017	)
Segment Income (Loss)	$	373,860		$	278		$	(1,392,459	)	$	(2,603,762	)	$	(3,622,083	)

Total assets	$	124,968		$	63,573		$	475,194		$	9,354,702		$	10,018,437

Nine Months Ended May 31, 2023	IP Licensing			B2B Product			R&D			Corporate			Consolidated Total
Revenue	$	104,935		$	44,167		$	46,365		$	-		$	195,467
Cost of goods sold		-			(31,500	)		-			-			(31,500	)
Operating expenses		(58,845	)		(235,379	)		(3,166,315	)		(2,123,337	)		(5,583,876	)
Other Income (Expense)					-			-			(43,601	)		(43,601	)
Segment Income (Loss)	$	46,090		$	(222,712	)	$	(3,119,950	)	$	(2,166,938	)	$	(5,463,510	)

Total assets	$	110,997		$	67,705		$	538,571		$	4,522,364		$	5,239,637

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

This quarterly 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. These statements relate to future events or our future financial performance. Any forward-looking statements are based on our present beliefs and assumptions as well as the information currently available to us. In some cases, forward-looking statements are identified by terminology such as “may”, “will”, “should”, “could”, “targets”, “goal”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” set forth in Item 1(A) in our annual report on Form 10-K, as filed with the Securities and Exchange Commission on November 20, 2023, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We caution you not to place undue reliance on any forward-looking statements as they speak only as of the date on which such statements were made, and we undertake no 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.

Our unaudited interim consolidated financial statements are stated in United States Dollars (“US$”) and are prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”). The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in US dollars. All references to “common shares” and “shares” refer to the common shares in our capital stock, unless otherwise indicated. The terms “Lexaria” “we”, “us”, “our” and “Company” mean the Company and/or our subsidiaries, unless otherwise indicated.

The following discussion should be read in conjunction with our condensed financial statements and accompanying notes in this quarterly report on Form 10-Q, and our audited financial statements with notes in our annual report on Form 10-K for the year ended August 31, 2023.

Company Overview

Lexaria’s DehydraTECH patented technology is a drug delivery platform technology that provides more predictable time of delivery of Active Pharmaceutical Ingredients (“API”) into the bloodstream and brain tissue. Based on R&D studies completed in animals and humans, DehydraTECH has been shown to improve the delivery of bioactive compounds into the bloodstream, lowers overall dosing, and is highly effective in API delivery available in a range of formats from oral ingestible to oral buccal/sublingual to topical products. DehydraTECH substantially improves the rapidity and quantity of API transport to the blood plasma and brain using the body’s natural process for distributing fatty acids via oral ingestion. This technology extends across many categories beyond the primary pharmaceutical focus of the Company, from foods and beverages to cosmetic products and nutraceuticals.

Lexaria is advancing several R&D activities in preclinical as well as on-going and planned future clinical programs. During the nine-months ended May 31, 2024, Lexaria provided its final results from its human pilot study to investigate whether DehydraTECH-enhanced Rybelsus™ could offer greater benefits than Rybelsus on its own. As announced on January 4, 2024, our final findings found even more pronounced results than in the first half of the study that DehydraTECH-enhanced Rybelsus confirming: sustained higher levels of semaglutide in blood; faster achievement of peak drug delivery; reduced side effects; sustained lower levels of blood glucose and lowered blood-glucose spike after eating. In January 2024, we announced a comprehensive planned applied research program to thoroughly evaluate DehydraTECH for the improved delivery of GLP-1 drugs, designed to support prospective commercial partnering with the global pharmaceutical companies.

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Further, during the nine-months ended May 31, 2024, Lexaria filed its Investigational New Drug (IND) application with the US Food and Drug Administration (the “FDA”) for its planned phase 1b hypertension clinical trial for its DehydraTECH-CBD drug product. Upon responding to certain inquires of the FDA, Lexaria received a Study May Proceed letter from the FDA on February 29, 2024, enabling Lexaria to proceed with conducting A Phase 1b Randomized, Double-Blind, Placebo-Controlled Study of the Safety, Pharmacokinetics, and Pharmacodynamics of DehydraTECH-CBD in Subjects with Stage 1 or Stage 2 Hypertension, subject to raising sufficient funding, and satisfying certain other FDA-requested conditions.

During the nine-months ended May 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 an issuance by the Company of an aggregate 729,058 common shares for gross proceeds of $73.

The Company entered into Securities Purchase Agreements with investors 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 agreed to issue and sell to investors warrants to purchase up to 1,558,443 shares of common stock. In addition, 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. The net proceeds to the Company from the registered direct offering and concurrent private placement totaled $3.0 million, after deducting placement agent fees and other offering expenses paid by the Company.

During the nine-months ended May 31, 2024, the Company had warrant exercises resulting in the following share issuances:

	·	1,622,250 common shares pursuant to the exercise of warrants that were issued under our May 11, 2023, financing, at an exercise price of $0.95 per share for gross proceeds of $1,541,137;
	·	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;
	·	729,058 common shares pursuant to the exercise of pre-funded warrants that were issued under our October 3, 2023, financing, at an exercise price of $0.0001 per share for gross proceeds of $73 dollars;
	·	1,298,702 common shares pursuant to the exercise of warrants that were issued under our February 16, 2024, financing, 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.

Patents

Our current patent portfolio includes patent family applications or grants pertaining to Lexaria’s method of improving bioavailability and taste, and the use of DehydraTECH as a delivery platform, orally or topically, for a wide variety of APIs encompassing cannabinoids; fat soluble vitamins; NSAIDs pain medications; antiviral drugs; nicotine and its analogs, and a host of other bioactive compounds. The pending and granted patents also cover a range of therapeutic use methods for DehydraTECH formulations as well as the DehydraTECH manufacturing and processing methods used to combine fatty acids with active pharmaceutical ingredients. This includes heating and drying methods and use of excipients and substrates.

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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 investigate expansions and additions to our intellectual property portfolio. Patents have been filed specifically for the use of DehydraTECH with cannabinoids for the treatment of heart disease and hypertension to support our anticipated IND application with the FDA, and for treatment of epilepsy. Applications have also been filed and are pending but not yet published for the use of DehydraTECH with other bioactive ingredients of interest to Lexaria.

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.

Subsequent to the nine-months ended May 31, 2024, the Company was advised of the issuance of the following new patents:

	·	European patent 3765088 in Family #6 – Transdermal and/or Dermal Delivery of Lipophilic Active Agents with validation in the following countries: Austria, Czech Republic, France, UK, Germany, Italy, Poland, Spain, Sweden and Switzerland;
	·	Canadian patent 3172889 in Family #18 – Compositions and Methods for Enhanced Delivery of Antiviral Agents; and
	·	US patent 12,023,346 in Family #24 – Compositions and Methods for Treating Epilepsy

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
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

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Research & Development

Lexaria is advancing several R&D activities in both preclinical and clinical programs. Currently, our primary research programs are the investigation of optimal formulations of DehydraTECH-enhanced glucagon-like peptide-1 (“GLP-1”) and glucose-dependent insulinotropic polypeptide (“GIP”) drugs as well as the investigation of cannabidiol (“CBD”) for the reduction of hypertension leading to a recently cleared IND application by the U.S. FDA. Other programs have included DehydraTECH formulation development and testing with nicotine for reduced-risk oral pouches and prospective nicotine replacement therapy, human hormones, CBD for diabetes, dementia, seizures and others. From time to time the Company will engage in contract R&D for third parties who are interested in evaluating DehydraTECH in their products.

Diabetes and Weight Loss Management Investigation

During the quarter ended May 31, 2024, Lexaria completed its initial investigational study to examine DehydraTECH-enhanced GLP-1 for prospective improvement in diabetes and weight loss management applications. The initial investigation (Human Pilot Study #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. As noted in our press releases issued on November 27 and 28, 2023, interim study 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. On January 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 higher levels of semaglutide in blood and lower levels of blood glucose and lowered blood-glucose spike after eating, while continuing to demonstrate reduced incidence of moderate to severe side effects.

In January 2024, we announced a comprehensive planned applied 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 objective of the new planned studies is to help determine the commercial applicability of DehydraTECH to at least two GLP-1 drugs (semaglutide and liraglutide) and one dual action GLP-1/GIP drug (tirzepatide) which together produced billions of dollars of revenue to their owners, as reported in their most recent financial statements. The new planned studies to be undertaken are as follows:

Chronic Dosing Animal Study (WEIGHT-A24-1)

As announced on May 17, 2024, the dosing for this study has commenced. This will be an obese rat diabetic-conditioned study similar to a previous Lexaria study (DIAB-A22-1), with approximately 12 study arms and 6-10 animals per arm. The study is expected to run for 12 weeks in each arm to allow time to study weight loss, PK, and blood sugar control over time, followed by full data analysis and reporting. Varied DehydraTECH formulations of semaglutide and liraglutide, alone and together with DehydraTECH-CBD, will be evaluated, to be compared to commercially available Rybelsus®. We also expect to be evaluating DehydraTECH-processed semaglutide with and without the salcaprozate sodium "SNAC" technology currently found within Rybelsus® tablets.

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

As announced on May 8, 2024, the dosing for this study has commenced with the first two dosing arms having been completed. This human pilot study in up to 8 healthy volunteers, will study a single dose of oral ingested DehydraTECH-semaglutide capsules in a similar design but different formulation to Human Pilot Study #1, to be compared to commercially available Rybelsus®. We also intend to study an oral dissolvable DehydraTECH-semaglutide tablet formulation (dissolvable into sublingual/buccal tissue) to determine whether GLP-1 drug absorption via this route is effective and well tolerated as an alternative to the conventional oral ingestible route which often presents with gastrointestinal side effect issues. Tolerability, PK, and blood sugar control will all be evaluated. The DehydraTECH compositions for this study will be compound-formulated using commercially available Rybelsus® tablets as the semaglutide input material. On June 5, 2024, we announced that human pilot study continues to make progress and the second round of dosing for all nine study participants is now complete. Lexaria expects to complete the third (final) arm of the Study in early July

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

As announced on May 23, 2024, the CRO has been selected for this study and the manufacture of the test articles is expected to be completed by the end of June 2024. This human pilot study in up to 8 healthy human volunteers will study a single daily dose of oral ingested DehydraTECH-tirzepatide capsules (to be compound-formulated using Zepbound® by Eli Lilly) administered over a seven-day period compared to commercially available Zepbound® to evaluate tolerability, PK, and blood sugar. Zepbound® is currently administered by injection only and will be used as the tirzepatide input material for production of the DehydraTECH-tirzepatide capsules to be studied. Importantly, this study will evaluate DehydraTECH effectiveness in humans with a dual action GLP-1 + GIP drug while also doing so without the SNAC ingredient found in the Rybelsus® semaglutide composition from Human Pilot Studies #1 and #2.

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

Targeted start Q3, 2024. This chronic human study in 60 to 80 obese, pre-diabetic and/or type-2 diabetic human volunteers/patients will dose daily using oral DehydraTECH capsules for 12 weeks and will evaluate tolerability, PK, weight loss, blood sugar levels and more. The primary goal of this study will be to compare DehydraTECH-processed semaglutide capsules to DehydraTECH-CBD capsules alone - and together in combination - relative to a placebo 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-A22-1 are evidenced in humans. On June 18, 2024, Lexaria announced that it has now hired a contract research organization ("CRO") to oversee execution of this study.

Mode of Action and Performance of DehydraTECH-GLP-1 Drugs

On May 6, 2024, Lexaria announced an applied research program to evaluate certain molecular characteristics of DehydraTECH processed with the glucagon-peptide 1 ("GLP-1") drug, semaglutide, related to its mode of action and performance. The research will be conducted in partnership with the National Research Council of Canada ("NRC"). This work program will evaluate the molecular properties of DehydraTECH-processed pure semaglutide using simulated gastric fluid thereby mimicking conditions in the human gut. A battery of testing methods will be employed, including polyacrylamide gel electrophoresis ("PAGE"), size exclusion chromatography ("SEC"), matrix assisted laser desorption ionization mass spectrometry ("MALDI MS") and dynamic light scattering ("DLS").

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Long Term Stability Testing

Lexaria plans to study the chemical and microbiological purity and stability of select DehydraTECH compositions that it prepares for the above planned upcoming 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.

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. Manufacturing IND drug product batches has been performed through our third-party contract manufacturer, in compliance with current Good Manufacturing Practice (“cGMP”) regulations as mandated by the FDA, including stability testing. We will continue to manufacture additional drug product batches though our third-party contract manufacturer in the future as we perform additional clinical studies. We have begun certain administrative study start-up tasks associated with preparation to perform study HYPER-H23-1 when ready to be initiated following the satisfaction of certain FDA conditions and raising sufficient funding.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes are prepared in accordance with US GAAP. These accounting principles require management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses during the periods reported. Based on information available 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.

For a discussion of our critical accounting estimates, please read Note 4, Estimates and Judgements, as found in the financial statements in our Annual Report on Form 10-K for the year ended August 31, 2023. There have been no material changes to the critical accounting estimates as previously disclosed in our 2023 Form 10-K.

Funding Requirements

We anticipate that our expenditures will increase in connection with our ongoing R&D program, specifically with respect to our animal and human clinical trials of our DehydraTECH formulations for the purposes of our investigations with GLP-1 drugs and treating hypertension. As we move forward with our planned R&D studies in 2024, we anticipate that our expenditures will further increase and accordingly, we expect to incur increased operating losses and negative cash flows for the foreseeable future.

Through May 31, 2024, we have funded our operations primarily through the proceeds from the sale of common stock. The Company has consistently incurred recurring losses and negative cash flows from operations, including net losses of $3,622,083 and $5,463,510 for the nine-months ended May 31, 2024, and 2023, respectively.

The continuation of Lexaria as a going concern depends on raising additional capital and/or attaining and maintaining profitable operations. The accompanying financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our Company discontinue operations. The recurring losses from operations and net capital deficiency may raise substantial doubt about the Company’s ability to continue as a going concern within one year following the date that these consolidated financial statements are issued.

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During the nine-months ended May 31, 2024, the Company has completed the following:

	·	Entered into a Warrant Exercise Agreement on April 30, 2024 to induce an 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 unregistered Common Stock Purchase Warrant to purchase up to an aggregate of 2,917,032 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 4(a)(2) of the Securities Act of 1933 (the “Securities Act”). The New Warrant was issued to the 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, 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. The 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.
	·	Entered into a Securities Purchase Agreement whereby on October 3, 2023, the Company issued, to a single healthcare-focused institutional investor, 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 agreed to issue and sell 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 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.
	·	Issued an aggregate of 1,622,250 common shares pursuant to 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.

We have performed a review of our cash flow forecast and have concluded that funds on hand, combined with those expected from executed license agreements, will be sufficient to meet the Company's financial obligations for the twelve-month period following the filing of these consolidated financial statements on Form 10-Q.

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Results of Operations for the Period Ended May 31, 2024, and 2023,

Our net loss for the nine-months ended for the respective items are summarized as follows:

	May 31, 2024			May 31, 2023			Change
Revenues	$	380,278		$	195,467			184,811
Cost of goods sold		(4,822	)		(31,500	)		26,678
Research and development		(1,393,359	)		(3,166,315	)		1,772,956
Consulting fees & salaries		(1,002,473	)		(1,030,042	)		27,569
Legal and professional		(619,064	)		(364,779	)		(254,285	)
Other general and administrative		(910,626	)		(1,022,740	)		112,114
Other expense, net		(72,017	)		(43,601	)		(28,416	)
Net Loss	$	(3,622,083	)	$	(5,463,510	)	$	1,841,427

Revenue

Fees from intellectual property licensing increased by $269,055 while B2B sales decreased by $38,799 with other sales lower by $45,465 year-over year due mainly to an increase in minimum fees earned within our licensee contract and reducing the emphasis on pursuit of B2B clients as we move toward pharmaceuticals.

Research and Development

Expenditures on R&D decreased by $1,772,956 year-over year for the period ended May 31, 2024, due mainly to the completion of the manufacturing of its DehydraTECH-CBD drug to treat hypertension and the completion of various R&D studies in the areas of prospective nicotine replacement therapy, CBD for diabetes and seizures. Lexaria continues with applied development and programs in our pharmaceutical division with our primary focus being on optimization of DehydraTECH formulations of GLP-1 drugs as well as advancing our DehydraTECH-CBD drug to treat hypertension.

Consulting Fees and Salaries

In the nine-months ended May 31, 2024, consulting fees and salaries decreased by $27,569, primarily due to the negotiation of reduced fees and the completion of work or cancellation of contracts with certain consultants, as well as the loss of two permanent full-time employees.

Legal and Professional Fees

Our legal and professional fees increased by $254,285 during the period compared to the same prior year period due to increased patent filings and the utilization of additional legal advisory services related to various operational and administrative matters. The increase also reflects increased accounting fees related to financing activities in the period.

General and Administrative

Our other general and administrative expenses decreased overall by $112,114 during the period ended May 31, 2024, over the same period last year. Advertising and promotion decreased by $82,034 as we scaled back our efforts to bring the results of the Company’s R&D programs to the attention of various industry sectors and to the scientific and investment communities. We also incurred an impairment loss of $57,836 due to lapsed or abandoned Patents.

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Liquidity and Financial Condition

Working Capital	May 31,			August 31,
	2024			2023

Current assets	$	9,093,379		$	2,151,213
Current liabilities		(156,048	)		(267,735	)
Net Working Capital	$	8,937,331		$	1,883,478

Cash Flows	May 31,			May 31,
	2024			2023
Cash flows used in operating activities	$	(3,067,344	)	$	(4,259,557	)
Cash flows used in investing activities		(119,018	)		(101,173	)
Cash flows provided by financing activities		10,315,207			1,711,418
Effect of exchange rate changes on cash		(21,866	)		-
Net change in cash for the period	$	7,106,979		$	(2,649,312	)

Operating Activities

Net cash used in operating activities was approximately $3.1 million for the nine-months ended May 31, 2024, compared with $4.3 million during the same period in 2023. The decrease relates primarily to a lower net loss of $3.6 million as we completed manufacturing of our DehydraTECH-CBD drug to treat hypertension and the completion of various R&D studies in the areas of prospective nicotine replacement therapy, CBD for diabetes and seizures.

Investing Activities

Net cash used in investing activities during the nine-months ended May 31, 2024, compared to the nine-months ended May 31, 2023, increased by $17,845 due to increased spending on prosecution of intellectual property.

Financing Activities

Net cash from financing activities during the nine-months ended May 31, 2024, was $10,315,207. The increase relates to net proceeds from the sale of common shares of $4,208,731, warrant exercises of $6,103,602 and a stock option exercise of $2,874.

Liquidity and Capital Resources

Since inception, the Company has incurred significant operating and net losses. Net losses attributable to shareholders were $3.6 million and $5.5 million for the nine-months ended May 31, 2024, and 2023, respectively. As of May 31, 2024, we had an accumulated deficit of $49.4 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. The recurring losses and negative net cash flows raise substantial doubt as to the Company’s ability to continue as a going concern.

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Sources of Liquidity

During the nine-months ended May 31, 2024, the Company has completed the following:

	·	Entered into a Warrant Exercise Agreement on April 30, 2024, to induce an 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 unregistered Common Stock Purchase Warrant to purchase up to an aggregate of 2,917,032 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 4(a)(2) of the Securities Act of 1933 (the “Securities Act”). The New Warrant was issued to the 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, 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. The 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.
	·	Entered into a Securities Purchase Agreement whereby on October 3, 2023, the Company issued, to a single healthcare-focused institutional investor, 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 agreed to issue and sell 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 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.
	·	Issued an aggregate of 1,622,250 common shares pursuant to 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.

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 May 31, 2024, the Company had cash and cash equivalents of approximately $8.5 million to settle $271,375 in current liabilities. We have performed a review of our cash flow forecast and have concluded that our existing cash, combined with those expected from executed license agreements, will be sufficient to meet the Company's financial obligations for the twelve-month period following the filing of these consolidated financial statements on Form 10-Q In making this assessment, the Company believes that this alleviates any substantial doubt in connection with the Company's ability to continue as a going concern.

Table of Contents

Item 3. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

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 SEC's rules and forms, and that such information is accumulated and communicated to our management, including our President, our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial and Accounting Officer) to allow for timely decisions regarding required disclosure.

As of May 31, 2024, the fiscal quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of May 31, 2024.

Inherent limitations on Effectiveness of Controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, regulations, segregation of management duties, scale of organization, and personnel factors. It is a process which involves human diligence and compliance and is 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.

Changes in Internal Control over Financial Reporting

During the quarter ended May 31, 2024, our controls and controls processes remained consistent with those in effect at August 31, 2023. There have been no changes in our internal controls over financial reporting that occurred during the quarter ended May 31, 2024, that have materially or are reasonably likely to materially affect our internal controls over financial reporting.

Table of Contents

PART II—OTHER INFORMATION

Item 1. 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 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 our interest.

Item 1A. Risk Factors

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

The risks associated with our business, common stock and other factors are those described in the Form 10-K for the year ended August 31, 2023, as filed with the SEC on November 20, 2023.

Item 2. Recent Sales of Unregistered Equity Securities

Pursuant to the Warrant Exercise Agreement that was entered into on April 30, 2024, the Company was required to issue 102,097 warrants (the “Tail Warrants”) as partial tail commission to the placement agent of its February 16, 2024 financing. The Tail Warrants are exercisable until February 16, 2029, at an exercise price of $5.9375.

Item 3. 10b5-1 Trading Plans

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 fiscal quarter ended May 31, 2024, none of the Company’s insiders had entered into a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

Table of Contents

Item 3. Exhibits, Financial Statement Schedules

a) Financial Statements

1) Financial statements for our Company are listed in the index under Item 1 of this document.

2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

b) Exhibits

Exhibit Number		Description
(3)		Articles of Incorporation and Bylaws
3.1		Articles of Incorporation (incorporated by reference as Exhibit 3.1 to our Registration Statement on Form S-1 filed June 3, 2020)
3.2		Bylaws (incorporated by reference as Exhibit 3.2 to our Registration Statement on Form S-1 filed June 3, 2020)
3.3		Amended and Restated Articles of Incorporation (Filed on Form 8-K January 14, 2021 Exh. 3.1)
3.4		Second Amended and Restated Bylaws (incorporated by reference as Exhibit 3.2 to our Current Report on Form 8-K filed January 14, 2021)
3.5		Amended and Restated Bylaws (Filed on Form S-1 June 3, 2020 Exh 3.4)
3.6		Amendment to Articles of Incorporation – Share Consolidation (Filed on Form 8-K June 23, 2009 Exh 3.1)
3.7		Amendment to Articles of Incorporation – Share Expansion (incorporated by reference as Exhibit 3.5 to our Registration Statement on Form S-1 filed June 3, 2020)
3.8		Amendment to Articles of Incorporation –Share Forward Split (Filed on Form 8-K December 16th, 2015 Exh 3.1)
3.9		Amendment to Articles of Incorporation – Name Change (Filed on Form 8-K May 11th, 2016 Exh 99.1)
(4)		Instruments Defining the Rights of Security Holders
4.1		Form of Private Placement Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed April 30, 2024)

4.2		Form of Tail Warrant issued on April 30, 2024
(10)		Material Contracts

10.1		Form of Warrant Exercise Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed April 30, 2024)

10.2		Executive Employment Agreement with Nelson Cabatuan dated March 14, 2024 (Filed on Form 10-Q April 9, 2024 Exh. 10.5)
10.3		Amended and Restated Intellectual Property License Agreement with Premier Anti-Aging Co., Ltd. dated March 15, 2024 (Filed on Form 10-Q April 9, 2024 Exh. 10.6)
(31)		Rule 13(a) - 14 (a)/15(d) - 14(a)
31.1		Section 302 Certifications under Sarbanes-Oxley Act of 2002 of Principal Executive Officer
31.2		Section 302 Certifications under Sarbanes-Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1		Section 906 Certification under Sarbanes Oxley Act of 2002 of Principal Executive Officer
32.2		Section 906 Certification under Sarbanes Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer

(101)**		Interactive Data Files
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

Table of Contents

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LEXARIA BIOSCIENCE CORP.

By:

/s/ Christopher Bunka

Christopher Bunka

CEO, Chairman and Director

(Principal Executive Officer)

Date: July 12, 2024

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Christopher Bunka
Christopher Bunka CEO, Chairman and Director (Principal Executive Officer) Date: July 12, 2024

By:	/s/ Nelson Cabatuan
Nelson Cabatuan Chief Financial Officer (Principal Financial and Accounting Officer) Date: July 12, 2024

nullnullnullnullnull

Cover - shares	9 Months Ended
Cover - shares	May 31, 2024	Jul. 12, 2024
Document Information Line Items
Entity Registrant Name	LEXARIA BIOSCIENCE CORP.
Entity Central Index Key	0001348362
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	May 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		15,810,205
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-52138
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	20-2000871
Entity Address Address Line 1	#100 – 740 McCurdy Road
Entity Address City Or Town	Kelowna
Entity Address Country	CA
Entity Address Postal Zip Code	V1X 2P7
City Area Code	1.250
Local Phone Number	765.6424
Entity Interactive Data Current	Yes
Commom Stock Par Value [Member]
Document Information Line Items
Security 12b Title	Common Stock, Par Value $0.001
Trading Symbol	LEXX
Security Exchange Name	NASDAQ
Warrant Member
Document Information Line Items
Security 12b Title	Warrants
Trading Symbol	LEXXW
Security Exchange Name	NASDAQ

CONSOLIDATED BALANCE SHEETS - USD ($)	May 31, 2024	Aug. 31, 2023
Current
Cash	$ 8,459,081	$ 1,352,102
Marketable securities	46,307	125,642
Accounts receivable	208,445	126,686
Prepaid expenses and other current assets	379,546	546,783
Total Current Assets	9,093,379	2,151,213
Non-current assets, net
Long-term receivables	63,575	48,559
Right of use assets	143,316	167,446
Intellectual property, net	498,878	462,625
Property & equipment, net	219,289	254,143
Total Non-current Assets	925,058	932,773
TOTAL ASSETS	10,018,437	3,083,986
Current Liabilities
Accounts payable and accrued liabilities	128,788	239,941
Lease liability, current	27,260	27,794
Total Current Liabilities	156,048	267,735
Lease liabilities - non-current	115,327	136,173
TOTAL LIABILITIES	271,375	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 May 31, 2024, and August 31, 2023, respectively.	15,810	8,091
Additional paid-in capital	59,502,668	48,799,454
Accumulated deficit	(49,373,982)	(45,763,427)
Accumulated other comprehensive loss	(21,866)	0
Equity attributable to shareholders of Lexaria	10,122,630	3,044,118
Non-controlling interest	(375,568)	(364,040)
Total Stockholders' Equity	9,747,062	2,680,078
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 10,018,437	$ 3,083,986

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	May 31, 2024	Aug. 31, 2023
CONSOLIDATED BALANCE SHEETS
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	220,000,000	220,000,000
Common stock, shares, issued	15,810,205	8,091,650
Common stock, shares, outstanding	15,810,205	8,091,650

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2024	May 31, 2023
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
Revenue	$ 84,000	$ 77,707	$ 380,278	$ 195,467
Cost of goods sold	0	12,747	4,822	31,500
Gross profit	84,000	64,960	375,456	163,967
Operating expenses
Research and development	573,089	1,640,648	1,393,359	3,166,315
General and administrative	1,253,830	825,177	2,532,163	2,417,561
Total operating expenses	1,826,919	2,465,825	3,925,522	5,583,876
Loss from operations	(1,742,919)	(2,400,865)	(3,550,066)	(5,419,909)
Other income (loss)
Interest income	0	15,443	7,318	34,174
Unrealized gain (loss) on marketable securities	(41,393)	1,856	(79,335)	(77,775)
Total other income (loss)	(41,393)	17,299	(72,017)	(43,601)
Net loss	(1,784,312)	(2,383,566)	(3,622,083)	(5,463,510)
Less: Net loss attributable to non-controlling interest	(2,619)	(12,061)	(11,528)	(37,930)
Net loss attributable to Lexaria shareholders	(1,781,693)	(2,371,505)	(3,610,555)	(5,425,580)
Other comprehensive income
Foreign currency translation adjustment	(1,240)	0	(21,866)	0
Total comprehensive loss	$ (1,782,933)	$ (2,371,505)	$ (3,632,421)	$ (5,425,580)
Basic and diluted loss per share	$ (0.13)	$ (0.37)	$ (0.32)	$ (0.89)
Weighted average number of common shares outstanding
- Basic and diluted	13,855,202	6,440,998	11,274,845	6,116,126

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	May 31, 2024	May 31, 2023
Cash flows used in operating activities
Net loss	$ (3,622,083)	$ (5,463,510)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	395,726	160,748
Depreciation and amortization	59,783	74,469
Impairment loss	57,836	0
Noncash lease expense	24,130	30,882
Unrealized loss on marketable securities	79,335	77,775
Lease accretion	5,501	1,961
Change in operating assets and liabilites
Accounts receivable	(81,759)	29,500
Inventory	0	43,069
Prepaid expenses and deposits	167,237	(52,979)
Accounts payable and accrued liabilities	(111,153)	872,138
Operating lease liability	(26,881)	(33,610)
Long-term receivables	(15,016)	0
Net cash used in operating activities	(3,067,344)	(4,259,557)
Cash flows used in investing activities
Additions in intellectual property	(119,018)	(67,425)
Purchase of equipment	0	(33,748)
Net cash used in investing activities	(119,018)	(101,173)
Cash flows from financing activities
Proceeds from shares sold for cash	4,208,731	1,711,418
Proceeds from exercise of stock options and warrants	6,106,476	0
Net cash from financing activities	10,315,207	1,711,418
Effect of exchange rate changes on cash	(21,866)	0
Net change in cash for the period	7,106,979	(2,649,312)
Cash at beginning of period	1,352,102	5,813,218
Cash at end of period	8,459,081	3,163,906
Supplemental information of cash flows:
Income taxes (refund) paid in cash	0	8,214
Remeasurement of operating lease right of use assets and liabilities	$ 0	$ 156,565

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Total	Deficit	Accumulated Other Comprehensive Income (Loss)	Common Stock	Additional Paid-in Capital	Non-controlling Interest
Balance, shares at Aug. 31, 2022				5,950,998
Balance, amount at Aug. 31, 2022	$ 7,632,490	$ (39,098,528)	$ 0	$ 5,951	$ 47,041,481	$ (316,414)
Stock based compensation	68,776	0	0	0	68,776	0
Net loss	(1,755,944)	(1,755,944)	0	0	0	0
Non-controlling interest	(13,362)	0	0	$ 0	0	(13,362)
Balance, shares at Nov. 30, 2022				5,950,998
Balance, amount at Nov. 30, 2022	5,931,960	(40,854,472)	0	$ 5,951	47,110,257	(329,776)
Balance, shares at Aug. 31, 2022				5,950,998
Balance, amount at Aug. 31, 2022	7,632,490	(39,098,528)	0	$ 5,951	47,041,481	(316,414)
Stock based compensation	160,748
Net loss	(5,425,580)
Non-controlling interest	(37,930)
Balance, shares at May. 31, 2023				8,091,650
Balance, amount at May. 31, 2023	4,041,146	(44,524,108)	0	$ 8,091	48,911,507	(354,344)
Balance, shares at Nov. 30, 2022				5,950,998
Balance, amount at Nov. 30, 2022	5,931,960	(40,854,472)	0	$ 5,951	47,110,257	(329,776)
Net loss	(1,298,131)	(1,298,131)	0	0	0	0
Non-controlling interest	(12,507)	0	0	0	0	(12,507)
Shares issued for services	10,526	0	0	$ 0	10,526	0
Balance, shares at Feb. 28, 2023				5,950,998
Balance, amount at Feb. 28, 2023	4,631,848	(42,152,603)	0	$ 5,951	47,120,783	(342,283)
Stock based compensation	81,446	0	0	0	81,446	0
Net loss	(2,371,505)	(2,371,505)	0	0	0	0
Non-controlling interest	(12,061)	0	0	$ 0	0	(12,061)
At The Market financing, shares				34,652
At The Market financing, amount	111,021	0	0	$ 34	110,987	0
S-1 financing, shares				2,106,000
S-1 financing, amount	1,600,397	0	0	$ 2,106	1,598,291	0
Balance, shares at May. 31, 2023				8,091,650
Balance, amount at May. 31, 2023	4,041,146	(44,524,108)	0	$ 8,091	48,911,507	(354,344)
Balance, shares at Aug. 31, 2023				8,091,650
Balance, amount at Aug. 31, 2023	2,680,078	(45,763,427)	0	$ 8,091	48,799,454	(364,040)
Stock based compensation	53,953	0	0	0	53,953	0
Net loss	(1,179,323)	(1,179,323)	0	0	0	0
Non-controlling interest	(5,715)	0	0	$ 0	0	(5,715)
Stock issued in equity offering, shares				889,272
Stock issued in equity offering, amount	1,247,718	0	0	$ 889	1,246,829	0
Stock issued from exercise of warrants, shares				1,330,719
Stock issued from exercise of warrants, amount	571,651	0	0	$ 1,331	570,320	0
Foreign currency translation adjustment	4,372	0	4,372	$ 0	0	0
Balance, shares at Nov. 30, 2023				10,311,641
Balance, amount at Nov. 30, 2023	3,372,734	(46,942,750)	4,372	$ 10,311	50,670,556	(369,755)
Balance, shares at Aug. 31, 2023				8,091,650
Balance, amount at Aug. 31, 2023	2,680,078	(45,763,427)	0	$ 8,091	48,799,454	(364,040)
Stock based compensation	395,726
Net loss	(3,610,555)
Non-controlling interest	(11,528)
Balance, shares at May. 31, 2024				15,810,205
Balance, amount at May. 31, 2024	9,747,062	(49,373,982)	(21,866)	$ 15,810	59,502,668	(375,568)
Balance, shares at Nov. 30, 2023				10,311,641
Balance, amount at Nov. 30, 2023	3,372,734	(46,942,750)	4,372	$ 10,311	50,670,556	(369,755)
Net loss	(649,539)	(649,539)	0	0	0	0
Non-controlling interest	(3,194)	0	0	$ 0	0	(3,194)
Stock issued in equity offering, shares				1,444,741
Stock issued in equity offering, amount	2,961,013	0	0	$ 1,445	2,959,568	0
Stock issued from exercise of warrants, shares				631,291
Stock issued from exercise of warrants, amount	491,824	0	0	$ 632	491,192	0
Foreign currency translation adjustment	(24,998)	0	(24,998)	$ 0	0	0
Balance, shares at Feb. 29, 2024				12,387,673
Balance, amount at Feb. 29, 2024	6,147,840	(47,592,289)	(20,626)	$ 12,388	54,121,316	(372,949)
Stock based compensation	341,773	0	0	0	341,773	0
Net loss	(1,781,693)	(1,781,693)	0	0	0	0
Non-controlling interest	(2,619)	0	0	$ 0	0	(2,619)
Stock issued from exercise of warrants, shares				3,420,032
Stock issued from exercise of warrants, amount	5,040,127	0	0	$ 3,420	5,036,707	0
Foreign currency translation adjustment	(1,240)	0	(1,240)	$ 0	0	0
Stock issued from exercise of options, shares				2,500
Stock issued from exercise of options, amount	2,874	0	0	$ 2	2,872	0
Balance, shares at May. 31, 2024				15,810,205
Balance, amount at May. 31, 2024	$ 9,747,062	$ (49,373,982)	$ (21,866)	$ 15,810	$ 59,502,668	$ (375,568)

Nature of Business

9 Months Ended

May 31, 2024

Nature of Business

Nature of Business

1. Nature of Business

Going Concern

During the nine-months ended May 31, 2024, the Company has completed the following:

	·	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, 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. The 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.

	·	Entered into a Securities Purchase Agreement whereby on October 3, 2023, the Company issued, to a single healthcare-focused institutional investor, 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 agreed to issue and sell 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 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 the issuance by the Company of an aggregate 729,058 common shares for gross proceeds of $73.

Issued common shares pursuant to the exercise of the following warrants:

	o	1,622,250 common shares pursuant to the exercise of warrants that were issued under our May 11, 2023, financing, at an exercise price of $0.95 per share for gross proceeds of $1,541,137;
	o	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;
	o	729,058 common shares pursuant to the exercise of pre-funded warrants that were issued under our October 3, 2023, financing, at an exercise price of $0.0001 per share for gross proceeds of $73 dollars;
	o	1,298,702 common shares pursuant to the exercise of warrants that were issued under our February 16, 2024, financing, at an exercise price of $2.185 per share for gross proceeds of $2,837,664; and
	o	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.

Significant Accounting Policies

9 Months Ended

May 31, 2024

Significant Accounting Policies

Significant Accounting Policies

2. Significant Accounting Policies

The significant accounting policies of the Company are consistent with those of our audited financial statements on Form 10-K for the year ended August 31, 2023.

Basis of Consolidation

Basis of Presentation

Cash and Cash Equivalents

Marketable Securities

Leases

Intellectual Property

Property and Equipment

Impairment of Long-Lived Assets

Revenue Recognition

Licensing revenue from intellectual property

Usage fees from intellectual property

Product revenue

Cost of Sales

Research and Development

Intellectual Property Expenses

Stock-Based Compensation

Foreign Currency Translation

Loss Per Share

Income Taxes

Fair Value Measurements

	·	Level 1 - 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.

The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of May 31, 2024.

	Carrying		Fair Value Measurement Using
	Value		Level 1		Level 2		Level 3		Total
Marketable Securities	$	46,307	$	46,307	$	-	$	-	$	46,307

The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of August 31, 2023.

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

Credit Risk and Customer Concentration

In the nine-months ended May 31, 2024, two customers accounted for 98% of consolidated revenues. In the nine-months ended May 31, 2023, four customers accounted for 88% of consolidated revenues.

Commitments and Contingencies

Reclassifications

Certain amounts in the prior period have been reclassified to conform with current period presentation.

Estimates and Judgments

Recent Accounting Guidance

9 Months Ended

May 31, 2024

Recent Accounting Guidance

Recent Accounting Guidance

3. Recent Accounting Guidance

Recently Adopted Pronouncements

Accounting Pronouncements Not Yet Adopted

Accounts and Other Receivables

9 Months Ended

May 31, 2024

Accounts and Other Receivables

Accounts and Other Receivables

4. Accounts and Other Receivables

Accounts receivable at May 31, 2024 and August 31, 2023 consist of the following:

Amounts Receivable	May 31, 2024		August 31, 2023

Sales tax	$	116,685	$	102,051
Territory license fees		91,760		24,635
Long term receivable		63,575		48,559
	$	272,020	$	175,245

Prepaid Expenses and Other Current Assets

9 Months Ended

May 31, 2024

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

5. Prepaid Expenses and Other Current Assets

Prepaid expenses consist of the following at May 31, 2024 and August 31, 2023:

	May 31,		August 31,
	2024		2023
Consulting	$	196,976	$	331,811
Licence, filing fees, dues		40,119		15,668
Advertising and conferences		82,487		40,342
Legal and accounting fees		30,665		36,795
Office and insurance		29,299		97,167
Capital financing		-		25,000
	$	379,546	$	546,783

Intellectual Property, net

9 Months Ended

May 31, 2024

Intellectual Property, net

Intellectual Property, net

6. Intellectual Property, net

A continuity schedule for capitalized patents is presented below:

	May 31,			August 31,
	2024			2023
Balance – beginning	$	462,625		$	488,462
Addition		119,018			135,862
Impairment		(57,836	)		(106,761	)
Amortization		(24,929	)		(54,938	)
Balance – ending	$	498,878		$	462,625

Property and Equipment, net

9 Months Ended

May 31, 2024

Property and Equipment, net

Property & Equipment, net

7. Property & Equipment, net

Consists of:

May 31, 2024	Cost		Period Amortization			Additions		Accumulated Amortization			Net Balance
Leasehold improvements	$	259,981	$	(11,258	)	$	-	$	(259,981	)	$	-
Computers		70,781		(2,352	)		-		(68,508	)		2,273
Furniture fixtures equipment		31,126		(1,869	)		-		(31,126	)		-
Lab equipment		367,424		(19,375	)		-		(150,408	)		217,016
	$	729,312	$	(34,854	)	$	-	$	(510,023	)	$	219,289

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
	$	695,563	$	(95,172	)	$	33,748	$	(475,168	)	$	254,143

Accounts Payable and Accrued Liabilities

9 Months Ended

May 31, 2024

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

8. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities at May 31, 2024 and August 31, 2023 consist of the following:

	May 31,		August 31,
	2024		2023
Accounts Payable
Trade payable	$	121,307	$	225,038
Sales tax payable		7,481		14,903
	$	128,788	$	239,941

Revenues

9 Months Ended

May 31, 2024

Revenues

Revenues

9. Revenues

A breakdown of our revenues by type for the nine-months ended May 31, 2024, and May 31, 2023, are as follows:

	Nine-Months Ended May 31
	2024		2023

IP Licensing	$	373,990	$	104,935
B2B		5,388		44,167
Other		900		46,365
	$	380,278	$	195,467

Income Tax

9 Months Ended

May 31, 2024

Income Tax

Income Tax

10. Income Taxes

Issuances of Common Shares and Warrants

9 Months Ended

May 31, 2024

Issuances of Common Shares and Warrants

Issuances of Common Shares and Warrants

11. Issuances of Common Shares and Warrants

During the nine-months ended May 31, 2024, the Company had warrant exercises resulting in the following share issuances:

	·	1,622,250 common shares pursuant to the exercise of warrants that were issued under our May 11, 2023, financing, at an exercise price of $0.95 per share for gross proceeds of $1,541,137;
	·	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;
	·	729,058 common shares pursuant to the exercise of pre-funded warrants that were issued under our October 3, 2023, financing, at an exercise price of $0.0001 per share for gross proceeds of $73 dollars;
	·	1,298,702 common shares pursuant to the exercise of warrants that were issued under our February 16, 2024, financing, 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.

A continuity schedule for warrants for the nine-months ended May 31, 2024, is presented below:

	Number of Warrants			Weighted Average Exercise Price $
Balance, August 31, 2023		4,520,483			4.71
Issued		7,093,208			3.62
Expired		(300,000	)		7.67
Exercised		(5,382,042	)		1.11
Balance, May 31, 2024		5,931,649			5.49

A summary of warrants outstanding as of May 31, 2024, is presented below:

Number of Warrants		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life ~in years~

60,798	$	36.00	.45-.50
317,190		10.50	.93-.95
16,667		9.00	0.79
1,719,828		6.58	1.63
483,750		0.95	3.95
314,287		2.19	4.72
2,917,032		4.75	4.72
102,097		5.94	4.72
5,931,649	$	5.49	1.10

Stock Options

A continuity schedule for stock options is presented below:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Balance August 31, 2022		424,836		$	6.45		3.69
Cancelled/expired		(47,500	)		2.98		4.39
Granted		69,600			1.75		2.98
Balance August 31, 2023		446,936			3.32		3.25
Cancelled/expired		(46,000	)		2.98		2.98
Exercised		(2,500	)		1.15		0.06
Granted		436,500			1.24		4.66
Balance May 31, 2024 (outstanding)		834,936			1.73		1.79		977,561
Balance May 31, 2024 (exercisable)		684,936			2.11		2.18		833,561

On October 26, 2023, the Company granted 85,000 options to its officers and employees with an exercise price of $1.15 and a term of 5 years.

On April 26, 2024, the Company granted 151,500 options to its officers, employees and directors with an exercise price of $2.36 and a term of 5 years.

May 31, 2024
Expected volatility	92% - 96		%
Risk-free interest rate	4.24% - 5.03		%
Expected life	2.5 – 4.0
Dividend yield		0.00	%
Estimated fair value per option	$	1.11 – 1.57

Stock-based compensation expense for the nine-month period ended May 31, 2024, and 2023, was $395,726 and $160,748, respectively.

Commitments, Significant Contracts and Contingencies

9 Months Ended

May 31, 2024

Commitments, Significant Contracts and Contingencies

Commitments, Significant Contracts and Contingencies

12. Commitments, Significant Contracts and Contingencies

Right-of-Use Assets - Operating Lease

	May 31, 2024			August 31, 2023
	$			$
Right of use assets - operating leases		167,446			52,444
Remeasurement related to lease extension		-			156,566
Amortization		(24,130	)		(41,564	)
Total lease assets		143,316			167,446
Liabilities:		163,967			49,988
Remeasurement related to lease extension		-			156,566
Lease payments		(26,881	)		(44,814	)
Interest accretion		5,501			2,227
Total lease liabilities		142,587			163,967

Operating lease cost		156,565			167,446
Operating cash flows for lease		(26,881	)		44,814
Remaining lease term	4.42 Years			5.17 Years
Discount rate		7.25	%		7.25	%

Pursuant to the terms of the Company’s lease agreements in effect, the following table summarizes the Company’s maturities of operating lease liabilities as of May 31, 2024:

2024	8,959
2025	37,094
2026	37,345
2027	38,642
2028	38,901
2029	6,483
Thereafter	-
Total lease payments	167,424
Less: imputed interest	(24,837	)
Present value of operating lease liabilities	142,587
Less: current obligations under leases	(27,260	)
Total	115,327

Segment Information

9 Months Ended

May 31, 2024

Segment Information

Segment Information

13. Segment Information

Nine Months Ended May 31, 2024	IP Licensing			B2B Product			R&D			Corporate			Consolidated Total
Revenue	$	373,990		$	5,388		$	900		$	-		$	380,278
Cost of goods sold		-			(4,822	)		-			-			(4,822	)
Operating expenses		(130	)		(288	)		(1,393,359	)		(2,531,745	)		(3,925,522	)
Other Income(Expense)					-			-			(72,017	)		(72,017	)
Segment Income (Loss)	$	373,860		$	278		$	(1,392,459	)	$	(2,603,762	)	$	(3,622,083	)

Total assets	$	124,968		$	63,573		$	475,194		$	9,354,702		$	10,018,437

Nine Months Ended May 31, 2023	IP Licensing			B2B Product			R&D			Corporate			Consolidated Total
Revenue	$	104,935		$	44,167		$	46,365		$	-		$	195,467
Cost of goods sold		-			(31,500	)		-			-			(31,500	)
Operating expenses		(58,845	)		(235,379	)		(3,166,315	)		(2,123,337	)		(5,583,876	)
Other Income (Expense)					-			-			(43,601	)		(43,601	)
Segment Income (Loss)	$	46,090		$	(222,712	)	$	(3,119,950	)	$	(2,166,938	)	$	(5,463,510	)

Total assets	$	110,997		$	67,705		$	538,571		$	4,522,364		$	5,239,637

Significant Accounting Policies (Policies)

9 Months Ended

May 31, 2024

Significant Accounting Policies

Basis of Consolidation

Basis of presentation

Cash and cash equivalents

Marketable Securities

Leases

Intellectual property

Property and Equipment

Impairment of long-lived assets

Revenue Recognition

Licensing revenue from intellectual property

Usage fees from intellectual property

Product revenue

Cost of Sales

Research and development

Intellectual property expenses

Stock-based compensation

Foreign currency translation

Loss per share

Income taxes

Fair Value Measurements

	·	Level 1 - 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.

The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of May 31, 2024.

	Carrying		Fair Value Measurement Using
	Value		Level 1		Level 2		Level 3		Total
Marketable Securities	$	46,307	$	46,307	$	-	$	-	$	46,307

The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of August 31, 2023.

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

Credit risk and customer concentration

In the nine-months ended May 31, 2024, two customers accounted for 98% of consolidated revenues. In the nine-months ended May 31, 2023, four customers accounted for 88% of consolidated revenues.

Commitments and contingencies

Reclassification

Certain amounts in the prior period have been reclassified to conform with current period presentation.

Estimates and Judgments

Significant Accounting Policies (Tables)

9 Months Ended

May 31, 2024

Significant Accounting Policies

Schedule of marketable securities

	Carrying		Fair Value Measurement Using
	Value		Level 1		Level 2		Level 3		Total
Marketable Securities	$	46,307	$	46,307	$	-	$	-	$	46,307

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

Accounts and Other Receivables (Tables)

9 Months Ended

May 31, 2024

Accounts and Other Receivables

Schedule of accounts receivables

Amounts Receivable	May 31, 2024		August 31, 2023

Sales tax	$	116,685	$	102,051
Territory license fees		91,760		24,635
Long term receivable		63,575		48,559
	$	272,020	$	175,245

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

May 31, 2024

Prepaid Expenses and Other Current Assets

Schedule of Prepaid Expenses

	May 31,		August 31,
	2024		2023
Consulting	$	196,976	$	331,811
Licence, filing fees, dues		40,119		15,668
Advertising and conferences		82,487		40,342
Legal and accounting fees		30,665		36,795
Office and insurance		29,299		97,167
Capital financing		-		25,000
	$	379,546	$	546,783

Intellectual Property, net (Tables)

9 Months Ended

May 31, 2024

Intellectual Property, net

Schedule of list of capitalized patents

	May 31,			August 31,
	2024			2023
Balance – beginning	$	462,625		$	488,462
Addition		119,018			135,862
Impairment		(57,836	)		(106,761	)
Amortization		(24,929	)		(54,938	)
Balance – ending	$	498,878		$	462,625

Property and Equipment, net (Tables)

9 Months Ended

May 31, 2024

Property and Equipment, net

Schedule of property, plant & equipment

May 31, 2024	Cost		Period Amortization			Additions		Accumulated Amortization			Net Balance
Leasehold improvements	$	259,981	$	(11,258	)	$	-	$	(259,981	)	$	-
Computers		70,781		(2,352	)		-		(68,508	)		2,273
Furniture fixtures equipment		31,126		(1,869	)		-		(31,126	)		-
Lab equipment		367,424		(19,375	)		-		(150,408	)		217,016
	$	729,312	$	(34,854	)	$	-	$	(510,023	)	$	219,289

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
	$	695,563	$	(95,172	)	$	33,748	$	(475,168	)	$	254,143

Accounts Payable and Accrued Liabilities (Tables)

9 Months Ended

May 31, 2024

Accounts Payable and Accrued Liabilities

Schedule of accounts payable and accrued liabilities

	May 31,		August 31,
	2024		2023
Accounts Payable
Trade payable	$	121,307	$	225,038
Sales tax payable		7,481		14,903
	$	128,788	$	239,941

Revenues (Tables)

9 Months Ended

May 31, 2024

Revenues

Schedule of revenues by type

	Nine-Months Ended May 31
	2024		2023

IP Licensing	$	373,990	$	104,935
B2B		5,388		44,167
Other		900		46,365
	$	380,278	$	195,467

Issuances of Common Shares and Warrants (Tables)

9 Months Ended

May 31, 2024

Issuances of Common Shares and Warrants

Schedule of warrants activity

	Number of Warrants			Weighted Average Exercise Price $
Balance, August 31, 2023		4,520,483			4.71
Issued		7,093,208			3.62
Expired		(300,000	)		7.67
Exercised		(5,382,042	)		1.11
Balance, May 31, 2024		5,931,649			5.49

Schedule of warrants outstanding

Number of Warrants		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life ~in years~

60,798	$	36.00	.45-.50
317,190		10.50	.93-.95
16,667		9.00	0.79
1,719,828		6.58	1.63
483,750		0.95	3.95
314,287		2.19	4.72
2,917,032		4.75	4.72
102,097		5.94	4.72
5,931,649	$	5.49	1.10

Schedule of stock options activity

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Balance August 31, 2022		424,836		$	6.45		3.69
Cancelled/expired		(47,500	)		2.98		4.39
Granted		69,600			1.75		2.98
Balance August 31, 2023		446,936			3.32		3.25
Cancelled/expired		(46,000	)		2.98		2.98
Exercised		(2,500	)		1.15		0.06
Granted		436,500			1.24		4.66
Balance May 31, 2024 (outstanding)		834,936			1.73		1.79		977,561
Balance May 31, 2024 (exercisable)		684,936			2.11		2.18		833,561

Schedule of assumptions used to calculate fair value of stock options granted

May 31, 2024
Expected volatility	92% - 96		%
Risk-free interest rate	4.24% - 5.03		%
Expected life	2.5 – 4.0
Dividend yield		0.00	%
Estimated fair value per option	$	1.11 – 1.57

Commitments, Significant Contracts and Contingencies (Tables)

9 Months Ended

May 31, 2024

Commitments, Significant Contracts and Contingencies

Schedule of operating lease liabilities

	May 31, 2024			August 31, 2023
	$			$
Right of use assets - operating leases		167,446			52,444
Remeasurement related to lease extension		-			156,566
Amortization		(24,130	)		(41,564	)
Total lease assets		143,316			167,446
Liabilities:		163,967			49,988
Remeasurement related to lease extension		-			156,566
Lease payments		(26,881	)		(44,814	)
Interest accretion		5,501			2,227
Total lease liabilities		142,587			163,967

Operating lease cost		156,565			167,446
Operating cash flows for lease		(26,881	)		44,814
Remaining lease term	4.42 Years			5.17 Years
Discount rate		7.25	%		7.25	%

Schedule of maturities of operating lease liabilities

2024	8,959
2025	37,094
2026	37,345
2027	38,642
2028	38,901
2029	6,483
Thereafter	-
Total lease payments	167,424
Less: imputed interest	(24,837	)
Present value of operating lease liabilities	142,587
Less: current obligations under leases	(27,260	)
Total	115,327

Segment Information (Tables)

9 Months Ended

May 31, 2024

Segment Information

Schedule of profit or loss and total assets for each reportable segment

Nine Months Ended May 31, 2024	IP Licensing			B2B Product			R&D			Corporate			Consolidated Total
Revenue	$	373,990		$	5,388		$	900		$	-		$	380,278
Cost of goods sold		-			(4,822	)		-			-			(4,822	)
Operating expenses		(130	)		(288	)		(1,393,359	)		(2,531,745	)		(3,925,522	)
Other Income(Expense)					-			-			(72,017	)		(72,017	)
Segment Income (Loss)	$	373,860		$	278		$	(1,392,459	)	$	(2,603,762	)	$	(3,622,083	)

Total assets	$	124,968		$	63,573		$	475,194		$	9,354,702		$	10,018,437

Nine Months Ended May 31, 2023	IP Licensing			B2B Product			R&D			Corporate			Consolidated Total
Revenue	$	104,935		$	44,167		$	46,365		$	-		$	195,467
Cost of goods sold		-			(31,500	)		-			-			(31,500	)
Operating expenses		(58,845	)		(235,379	)		(3,166,315	)		(2,123,337	)		(5,583,876	)
Other Income (Expense)					-			-			(43,601	)		(43,601	)
Segment Income (Loss)	$	46,090		$	(222,712	)	$	(3,119,950	)	$	(2,166,938	)	$	(5,463,510	)

Total assets	$	110,997		$	67,705		$	538,571		$	4,522,364		$	5,239,637

Nature of Business (Details Narrative) - USD ($)			1 Months Ended	9 Months Ended
Nature of Business (Details Narrative) - USD ($)	Oct. 03, 2023	May 11, 2023	Feb. 16, 2024	May 31, 2024	May 31, 2023	Aug. 31, 2023
Common stock shares issued				15,810,205		8,091,650
Exercise price				$ 5.49
Net loss attributable to shareholders				$ 3,600,000	$ 5,500,000
Accumulated deficit				$ 49,400,000
Securities Purchase Agreement [Member]
Common stock shares issued	889,272		1,444,741
Pre-funded warrants issued	729,058		113,702
Common stock shares issued during period	1,618,330		1,558,443
Offering price per share	$ 0.97		$ 2.31
Sale price per share of warrants	0.9699		2.8875
Exercise price	$ 0.0001		$ 2.185	$ 0.95
Aggregate common stock shares issued	729,058		54,546	1,622,250
Net proceeds from offering	$ 1,250,000		$ 3,000,000
Gross proceeds from sale of common stock	73			$ 1,541,137
Gross proceeds from sale of common stock	$ 1,569,780	$ 1,541,137	$ 2,837,664
October 3, 2023 [Member] \| Securities Purchase Agreement [Member]
Pre-funded warrants issued	729,058
Common stock shares issued during period	1,618,330
Offering price per share	$ 0.97
Exercise price	$ 0.0001
Gross proceeds from sale of common stock	$ 1,569,780
Gross proceeds from sale of pre funded warrants	$ 73
February 16, 2024 [Member] \| Securities Purchase Agreement [Member]
Pre-funded warrants issued			113,702
Common stock shares issued during period			1,298,702
Offering price per share			$ 0.0001
Exercise price			$ 2.185
Gross proceeds from sale of common stock			$ 2,837,664
Gross proceeds from sale of pre funded warrants			$ 11

Significant Accounting Policies (Details) - USD ($)	May 31, 2024	Aug. 31, 2023
Marketable Securities	$ 46,307	$ 125,642
Level 1
Marketable Securities	46,307	125,642
Level 2
Marketable Securities	0	0
Level 3
Marketable Securities	0	0
Carrying value
Marketable Securities	$ 46,307	$ 125,642

Significant Accounting Policies (Detail Narrative) - USD ($)	9 Months Ended
	May 31, 2024	May 31, 2023
Intellectual property life	20 years
Federally insured limit	$ 250,000
Two Customer [Member] \| Revenue [Member]
Risk concentration	98.00%
Four Customer [Member] \| Revenue [Member]
Risk concentration		88.00%
Minimum [Member]
Laboratory and computer equipment and office furniture depreciation year	3 years
Maximum [Member]
Laboratory and computer equipment and office furniture depreciation year	10 years
Lexaria Nicotine L L C
Equity interest percentage	83.33%
Altria Ventures Inc
Equity interest percentage	16.60%

Accounts and Other Receivables (Details) - USD ($)	May 31, 2024	Aug. 31, 2023
Account receivable	$ 272,020	$ 175,245
Territory License Fees [Member]
Account receivable	91,760	24,635
Sales Tax [Member]
Account receivable	116,685	102,051
Long Term Receivable [Member]
Account receivable	$ 63,575	$ 48,559

Prepaid Expenses and Other Current Assets (Details) - USD ($)	May 31, 2024	Aug. 31, 2023
Prepaid Expenses and Other Current Assets
Consulting	$ 196,976	$ 331,811
License, Filing Fees, Dues	40,119	15,668
Advertising and Conferences	82,487	40,342
Legal & Accounting Fees	30,665	36,795
Office and insurance	29,299	97,167
Capital Financing	0	25,000
Prepaid expenses	$ 379,546	$ 546,783

Intellectual Property net (Details) - USD ($)	9 Months Ended		12 Months Ended
Intellectual Property net (Details) - USD ($)	May 31, 2024	May 31, 2023	Aug. 31, 2023
Balance - beginning	$ 462,625
Impairment	(57,836)	$ 0
Balance - ending	498,878		$ 462,625
Patents [Member]
Balance - beginning	462,625	$ 488,462	488,462
Addition	119,018		135,862
Impairment	(57,836)		(106,761)
Amortization	(24,929)		(54,938)
Balance - ending	$ 498,878		$ 462,625

Intellectual Property net (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
Intellectual Property net (Details Narrative) - USD ($)	May 31, 2024	May 31, 2023	Aug. 31, 2023
Impairment loss	$ 57,836	$ 0
Patents [Member]
Amortization	(24,929)		$ (54,938)
Impairment loss	$ 57,836		$ 106,761

Property Equipment net consists of (Details) - USD ($)	9 Months Ended	12 Months Ended
Property Equipment net consists of (Details) - USD ($)	May 31, 2024	Aug. 31, 2023
Costs	$ 729,312	$ 695,563
Additions	0	33,748
Accumulated amortization	(510,023)	(475,168)
Period Amortization	(34,854)	(95,172)
Balance-end of the period	219,289	254,143
Computers [Member]
Costs	70,781	70,781
Additions	0	0
Accumulated amortization	(68,508)	(66,156)
Period Amortization	(2,352)	(4,732)
Balance-end of the period	2,273	4,625
Leasehold Improvements [Member]
Costs	259,981	259,981
Additions	0	0
Accumulated amortization	(259,981)	(248,723)
Period Amortization	(11,258)	(54,037)
Balance-end of the period	0	11,258
Furniture Fixtures Equipment [Member]
Costs	31,126	31,126
Additions	0	0
Accumulated amortization	(31,126)	(29,257)
Period Amortization	(1,869)	(6,417)
Balance-end of the period	0	1,869
Lab Equipment [Member]
Costs	367,424	333,675
Additions	0	33,748
Accumulated amortization	(150,408)	(131,032)
Period Amortization	(19,375)	(29,986)
Balance-end of the period	$ 217,016	$ 236,391

Accounts Payable and Accrued Liabilities (Details) - USD ($)	May 31, 2024	Aug. 31, 2023
Accounts payable and accrued liabilities	$ 128,788	$ 239,941
Accounts Payable [Member]
Trade payables	121,307	225,038
Sales tax payable	$ 7,481	$ 1

Revenues (Details) - USD ($)	3 Months Ended		9 Months Ended
Revenues (Details) - USD ($)	May 31, 2024	May 31, 2023	May 31, 2024	May 31, 2023
Revenue	$ 84,000	$ 77,707	$ 380,278	$ 195,467
B2B [Member]
Revenue			5,388	44,167
IP Licensing [Member]
Revenue			373,990	104,935
Other [Member]
Revenue			$ 900	$ 46,365

Revenues (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Revenues (Details Narrative) - USD ($)	May 31, 2024	May 31, 2023	May 31, 2024	May 31, 2023
Revenue	$ 84,000	$ 77,707	$ 380,278	$ 195,467
B2B [Member]
Revenue			5,388	44,167
IP Licensing [Member]
Revenue			$ 373,990	$ 104,935

Issuances of Common Shares and Warrants (Details)	9 Months Ended
Issuances of Common Shares and Warrants (Details)	May 31, 2024 $ / shares shares
Issuances of Common Shares and Warrants
Number of Warrants, Beginning Balance \| shares	4,520,483
Number of Warrants, Issued \| shares	7,093,208
Number of Warrants, Expired \| shares	(300,000)
Number of Warrants, Exercised \| shares	(5,382,042)
Number of Warrants, Ending Balance \| shares	5,931,649
Weighted Average Exercise Price, Beginning Balance \| $ / shares	$ 4.71
Weighted Average Exercise Price, Issued \| $ / shares	3.62
Weighted Average Exercise Price, Expired \| $ / shares	7.67
Weighted Average Exercise Price, Exercised \| $ / shares	1.11
Weighted Average Exercise Price, Ending Balances \| $ / shares	$ 5.49

Issuances of Common Shares and Warrants (Details 1) - $ / shares	9 Months Ended
	May 31, 2024	Aug. 31, 2023
Number of Warrants	5,931,649	4,520,483
Weighted Average Exercise Price	$ 5.49
Weighted Average Remaining Contractual Life	1 year 1 month 6 days
Warrants 1
Number of Warrants	60,798
Weighted Average Exercise Price	$ 36.00
Warrants 1 \| Minimum [Member]
Weighted Average Remaining Contractual Life	5 months 12 days
Warrants 1 \| Maximum [Member]
Weighted Average Remaining Contractual Life	5 months 30 days
Warrants 2
Number of Warrants	317,190
Weighted Average Exercise Price	$ 10.50
Warrants 2 \| Minimum [Member]
Weighted Average Remaining Contractual Life	11 months 5 days
Warrants 2 \| Maximum [Member]
Weighted Average Remaining Contractual Life	11 months 12 days
Warrants 3
Number of Warrants	16,667
Weighted Average Exercise Price	$ 9.00
Weighted Average Remaining Contractual Life	9 months 14 days
Warrants 4
Number of Warrants	1,719,828
Weighted Average Exercise Price	$ 6.58
Weighted Average Remaining Contractual Life	1 year 7 months 17 days
Warrants 5
Number of Warrants	483,750
Weighted Average Exercise Price	$ 0.95
Weighted Average Remaining Contractual Life	3 years 11 months 12 days
Warrants 6
Number of Warrants	314,287
Weighted Average Exercise Price	$ 2.19
Weighted Average Remaining Contractual Life	4 years 8 months 19 days
Warrants 7
Number of Warrants	2,917,032
Weighted Average Exercise Price	$ 4.75
Weighted Average Remaining Contractual Life	4 years 8 months 19 days
Warrants 8
Number of Warrants	102,097
Weighted Average Exercise Price	$ 5.94
Weighted Average Remaining Contractual Life	4 years 8 months 19 days

Issuances of Common Shares and Warrants (Details 2) - USD ($)	9 Months Ended	12 Months Ended
	May 31, 2024	Aug. 31, 2023
Issuances of Common Shares and Warrants
Beginning Balance, Outstanding	446,936	424,836
Expired/Cancelled	(46,000)	(47,500)
Exercised	(2,500)
Granted	436,500	69,600
Ending Balance, Outstanding	834,936	446,936
Ending Balance, Exercisable	684,936
Weighted average exercise price, Beginning Balance, Outstanding	$ 3.32	$ 6.45
Weighted Average Exercise price, Expired/Cancelled	2.98	2.98
Weighted Average Exercise Price, Exercised	1.15
Weighted Average Exercise Price, Granted	1.24	1.75
Weighted Average Exercise Price, Beginning Balance, Outstanding	1.73	$ 3.32
Weighted Average Exercise Price, Exercisable	$ 2.11
Weighted Average Remaining Contractual Term, Outstanding (Years)		3 years 8 months 8 days
Weighted Average Remaining Contractual Term, Cancelled/expired	2 years 11 months 23 days	4 years 4 months 20 days
Weighted Average Remaining Contractual Term, Granted	4 years 7 months 28 days	2 years 11 months 23 days
Weighted Average Remaining Contractual Term, Outstanding	1 year 9 months 14 days	3 years 3 months
Weighted Average Remaining Contractual Term, Exercised	21 days
Weighted Average Remaining Contractual Term, Exercisable (Years)	2 years 2 months 4 days
Aggregate Intrinsic Value, Outstanding	$ 977,561
Aggregate Intrinsic Value, Exercisable	$ 833,561

Issuances of Common Shares and Warrants (Details 3)	9 Months Ended
Issuances of Common Shares and Warrants (Details 3)	May 31, 2024 $ / shares
Dividend Yield	0.00%
Minimum [Member]
Expected Volatility	92.00%
Risk Free Interest Rate	4.24%
Expected Life	2 years 6 months
Estimated Fair Value Per Option	$ 1.11
Maximum [Member]
Expected Volatility	96.00%
Risk Free Interest Rate	5.03%
Expected Life	4 years
Estimated Fair Value Per Option	$ 1.57

Issuances of Common Shares and Warrants (Detail Narrative) - USD ($)				1 Months Ended				3 Months Ended				9 Months Ended
	Mar. 02, 2024	Oct. 03, 2023	May 11, 2023	Apr. 30, 2024	Apr. 26, 2024	Feb. 16, 2024	Oct. 26, 2023	May 31, 2024	Nov. 30, 2023	May 31, 2023	Nov. 30, 2022	May 31, 2024	May 31, 2023
Term												1 year 1 month 6 days
Stock based compensation								$ 341,773	$ 53,953	$ 81,446	$ 68,776	$ 395,726	$ 160,748
Unrecognized non-cash compensation costs												$ 302,474
Non-vested stock options												150,000
Option strike price												$ 2.93
Weighted average remaining contractual life												1 year 5 months 12 days
Chief Financial Officer [Member]
Granted options	200,000
Exercise price, option	$ 2.93
Term	5 years
Officers And Employees Additional [Member]
Granted options							85,000
Exercise price, option							$ 1.15
Term							5 years
Officers And Employees [Member]
Granted options					151,500
Exercise price, option					$ 2.36
Term					5 years
Securities Purchase Agreement [Member]
Proceeds from issuance of common stock		$ 1,569,780	$ 1,541,137			$ 2,837,664
Stock issued during period, shares		$ 1,618,330	$ 1,622,250			$ 1,298,702
Common shares to be purchase						1,444,741						1,558,443
Purchase of Pre-funded warrants												113,702
Offering price												$ 2.31
Exercise price		$ 0.97	$ 0.95			$ 2.185						$ 2.185
Equity Incentive Plan [Member]
Description of incentives plan												Company has established an Equity Incentive Plan which was most recently amended by the Company’s shareholders on May 9, 2023. Pursuant to the amendments which were affected on January 18, 2024 when the Company filed a Form S-8 Registration Statement, the Equity Incentive Plan now has an evergreen formula, whereby on January 1 each year commencing January 1, 2024, the number of shares issuable pursuant to the Equity Incentive Plan may be increased to a number equal to up to 10% of the issued share capital on December 31 of the previous year
Aggregate common shares issuable												1,037,544
Additional shares to be issued												527,111
Placement Agent [Member]
Proceeds to direct offering												$ 3,000,000
Common shares to be purchase												54,546
Exercise price												$ 2.8875
Securities Purchase Agreement Other [Member]
Proceeds from issuance of common stock				$ 4,407,444								$ 73
Proceed from issuance of common stock additional				364,629
Placement agent fees and other offering expenses				$ 209,796
Common shares to be purchase												1,618,330
Purchase of Pre-funded warrants												729,058
Offering price												$ 0.97
Exercise price				$ 5.9375								$ 0.97
Purchase of common stock				2,917,032								889,272
Net proceeds												$ 1,250,000
New unregistered purchase of common stock				2,917,032
New unregistered purchase of common stock consideration price				$ 0.125
Securities Purchase Agreement Two [Member]
Proceeds from issuance of common stock		$ 73				$ 11
Exercise price		$ 0.0001				$ 0.0001
Common shares pre-funded warrants issued		729,058				113,702

Commitments Significant Contracts and Contingencies (Details) - USD ($)	9 Months Ended	12 Months Ended
	May 31, 2024	Aug. 31, 2023
Commitments, Significant Contracts and Contingencies
Right of use assets - operating leases	$ 167,446	$ 52,444
Right of use assets - Remeasurement related to lease extension	0	156,566
Amortization	(24,130)	(41,564)
Total lease assets	143,316	167,446
Liabilities	163,967	49,988
Liabilities remeasurement related to lease extension	0	156,566
Lease payments	(26,881)	(44,814)
Interest accretion	5,501	2,227
Total lease liabilities	142,587	163,967
Operating lease cost	156,565	167,446
Operating cash flows for lease	$ 26,881	$ 44,814
Remaining lease term	4 years 5 months 1 day	5 years 2 months 1 day
Discount Rate	7.25%	7.25%

Commitments Significant Contracts and Contingencies (Details 1)	May 31, 2024 USD ($)
Commitments, Significant Contracts and Contingencies
2024	$ 8,959
2025	37,094
2026	37,345
2027	38,642
2028	38,901
2029	6,483
Thereafter	0
Total lease payments	167,424
Less: imputed interest	(24,837)
Present value of operating lease liabilities	142,587
Less: current obligations under leases	(27,260)
Total	$ 115,327

Segment Information (Details) - USD ($)	3 Months Ended		9 Months Ended
Segment Information (Details) - USD ($)	May 31, 2024	May 31, 2023	May 31, 2024	May 31, 2023	Aug. 31, 2023
Revenue			$ 380,278	$ 195,467
Cost of goods sold	$ 0	$ (12,747)	(4,822)	(31,500)
Operating expense			(3,925,522)	(5,583,876)
Segment income (loss)			(3,622,083)	(5,463,510)
Other Income (Expenses)			(72,017)	(43,601)
Total assets	10,018,437	5,239,637	10,018,437	5,239,637
Cost of goods sold	0	12,747	4,822	31,500
Total assets	10,018,437		10,018,437		$ 3,083,986
R&D [Member]
Revenue			900	46,365
Cost of goods sold			0	0
Operating expense			(1,393,359)	(3,166,315)
Segment income (loss)			(1,392,459)	(3,119,950)
Other Income (Expenses)			0	0
Cost of goods sold			0	0
Total assets	475,194	538,571	475,194	538,571
IP Licensing
Revenue			373,990	104,935
Cost of goods sold			0	0
Operating expense			(130)	(58,845)
Segment income (loss)			373,860	46,090
Cost of goods sold			0	0
Total assets	124,968	110,997	124,968	110,997
Corporate
Revenue			0	0
Cost of goods sold			0	0
Operating expense			(2,531,745)	(2,123,337)
Segment income (loss)			(2,603,762)	(2,166,938)
Other Income (Expenses)			(72,017)	(43,601)
Cost of goods sold			0	0
Total assets	9,354,702	4,522,364	9,354,702	4,522,364
B2B [Member]
Revenue			5,388	44,167
Cost of goods sold			(4,822)	(31,500)
Operating expense			(288)	(235,379)
Segment income (loss)			(278)	(222,712)
Other Income (Expenses)			0	0
Cost of goods sold			4,822	31,500
Total assets	$ 63,573	$ 67,705	$ 63,573	$ 67,705

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