Attached files

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EX-20.3 - EXHIBIT 20.3 - Lexaria Bioscience Corp.exhibit20-3.htm
EX-99.1 - EXHIBIT 99.1 - Lexaria Bioscience Corp.exhibit99-1.htm
EX-20.2 - EXHIBIT 20.2 - Lexaria Bioscience Corp.exhibit20-2.htm
EX-20.1 - EXHIBIT 20.1 - Lexaria Bioscience Corp.exhibit20-1.htm

Washington, D.C. 20549


Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 1, 2011

(Exact name of registrant as specified in its charter)

Nevada 000-52138 20-2000871
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)

     #950 – 1130 West Pender Street, Vancouver, British Columbia, Canada V6E 4A4

Registrant's telephone number, including area code: (604) 602-1675

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e -4(c))

Item 1.01 Entry into a Material Definitive Agreement
Item 2.03 Creation of Direct Financial Obligation
Item 3.02 Unregistered Sales of Equity Securities

On December 1, we closed a private placement offering of convertible debentures in the aggregate amount of US$200,000. The convertible debentures mature on December 1, 2012, subject to forced conversion as set out in the convertible debenture certificate. The convertible debentures pay an interest rate of 12% per annum (on a simple basis) and are convertible at US$0.35 per unit. Each unit is comprised of one share of our common stock and one share purchase warrant. Each warrant entitles the holder thereof to purchase one share at a price of US$0.40 per share from the earlier of the maturity date of the convertible debenture or one year from conversion of the convertible debenture.

We also entered into a general security agreement with the subscribers, whereby the obligations to repay the convertible debenture are secured by certain of our assets.

The convertible debentures were issued to one (1) US person, Mr. David DeMartini an insider of our company, pursuant to the exemption from registration provided for under Rule 506 Regulation D, promulgated under the United States Securities Act 1933, as amended.

The Company issued the units to one (1) non-US persons, CAB Financial Services Ltd. an insider of our company, in an off-shore transaction pursuant to the exemption from registration provided for under Regulation S, promulgated under the United States Securities Act of 1933, as amended.

The Debentures have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.


Exhibit No. Description
20.1 Convertible Debenture Subscription
20.2 Convertible Debenture
20.3 Security Agreement
99.1 Press Release dated December 1, 2011


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 2, 2011

  Lexaria Corp.
(Signature) By: /s/ Chris Bunka”                       
  Chris Bunka
  President & CEO