UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 1, 2010 | |||
LEXARIA CORP. | |||
Nevada (State or other jurisdiction of incorporation) | 000-52138 (Commission File Number) | 20-2000871 (IRS Employer Identification No.) | |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 April 1, 2010, we entered into a purchase agreement with CAB Financial Services Ltd., a company controlled by Chris Bunka, our President, Chief Executive Officer and Director, (“Purchaser”) for a non-secured promissory note in the amount of SEVENTY-FIVE THOUSAND (US) DOLLARS (US $75,000) (the “Promissory Note”). The Purchaser agreed to purchase a non-secured 18% interest bearing Promissory Note of our company subject to and upon the terms and conditions of the Purchase Agreement. The Promissory Note is due and payable on April 1, 2012 or, if mutually agreed to by all parties then April 1, 2011. The Promissory Note may be prepaid in whole or in part at any time prior to April 1, 2012 by payment of 108% of the outstanding principal amount including accrued and unpaid interest.
As long as the Promissory Note is outstanding, the Purchaser may voluntarily convert the Promissory Note including accrued and unpaid interest to common shares of our company at the conversion price of $0.30 per common share.
Upon our company providing five business days written notice to the Purchaser, we can require the Purchaser at any time to convert:
1.
50% of the then outstanding principal amount (including accrued but unpaid interest) due under the Promissory Note to common shares of our company if our shares of common stock, as quoted by Bloomberg L.P., have been quoted at or above US$0.55 for a period of twenty consecutive trading days; or
2.
100% of the then outstanding principal amount (including accrued but unpaid interest) due under the Promissory Note to common shares of our company if our shares of common stock, as quoted by Bloomberg L.P., have been quoted at or above US$1.00 for a period of twenty consecutive trading days.
The issuance of the Promissory Note was issued to 1 non-US persons pursuant to the exemption from registration provided by Regulation S promulgated under the United States Securities Act of 1933, as amended.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. | Description |
20.1 | |
20.2 |
SIGNATURES
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: April 7, 2010
(Signature) | Lexaria Corp. By: “/s/ Chris Bunka” |