UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
[ ] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
[X] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
| For the fiscal year ended March 31, 2015 | Commission File Number 001-35289 |
Burcon NutraScience Corporation
(Exact name of Registrant as specified in its charter)
| Yukon Territory | 8731 | 98-0686585 |
| (Province or Other Jurisdiction of | (Primary Standard Industrial Classification | (I.R.S. Employer |
| Incorporation or Organization) | Code Number) | Identification Number) |
1946 West Broadway
Vancouver, British Columbia V6J 1Z2
(604) 733-0896
(Address and telephone number of Registrant’s principal executive offices)
DL Services, Inc.
Columbia Center
701 Fifth Avenue, Suite 6100
Seattle, WA 98104-7043
(206) 903-8800
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Name of Each Exchange On Which Registered: |
| Common Shares | The NASDAQ Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act:None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None
For annual reports, indicate by check mark the information filed with this form:
| [X] Annual Information Form | [X] Audited Annual Financial Statements |
At March 31, 2015, the Registrant had outstanding 34,144,969 common shares.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
[ ] Yes [ ] No
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EXPLANATORY NOTE
Burcon NutraScience Corporation (the “Registrant” or the “Company”) is a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare its Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”) in accordance with disclosure requirements in effect in Canada that differ from those of the United States.
FORWARD LOOKING STATEMENTS
This Annual Report on Form 40-F and the exhibits included herein contain “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws and the United States Private Litigation Reform Act of 1995, respectively, which may include, but are not limited to, statements with respect to possible events, conditions, acquisitions, or results of operations that are based on assumptions about future conditions and courses of action and include future oriented financial information with respect to prospective results of operations, financial position or cash flows that is presented either as a forecast or a projection, and also include, but are not limited to, statements with respect to the future financial and operating performance of the Registrant. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “proposes”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “projects”, “intends”, “targets”, “aims”, “anticipates”, or “believes” or variations (including negative variations) of such words or phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. As a result, actual actions, events or results may differ materially from those described in the forward-looking statements, and there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended including, without limitation, those referred to in the Registrant’s Annual Information Form (incorporated as Exhibit 99.1 to this Annual Report) under the heading “Risk Factors” and in the Registrant’s Management’s Discussion and Analysis of Financial Information (incorporated as Exhibit 99.3 to this Annual Report) under the heading “Risks and Uncertainties”.
Although forward-looking statements contained in the exhibits incorporated by reference into this Annual Report are based upon what management of the Registrant believes are reasonable assumptions, the Registrant cannot assure investors that actual results will be consistent with the forward-looking statements. The Registrant’s forward-looking statements contained in the exhibits incorporated by reference into this Annual Report are made as of the respective dates set forth in such exhibits. In preparing this Annual Report, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof, and the Registrant disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated. Accordingly, investors should not place undue reliance on forward-looking statements due to the inherent uncertainty therein.
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements, which are filed with this Annual Report on Form 40-F in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and are subject to Canadian auditing and auditor independence standards. They may not be comparable to financial statements of the United States companies.
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NASDAQ STATEMENT OF CORPORATE GOVERNANCE DIFFERENCES
As a foreign private issuer under the Exchange Act, the Registrant is permitted under Nasdaq Marketplace Rule 5615(a)(3) to follow its home country practice in lieu of certain Nasdaq corporate governance standards. In order to claim such exemption, the Registrant must disclose the Nasdaq corporate governance standards that it does not follow and describe the home country practice that it follows in lieu of such standards. Except as set forth below, the Registrant is in compliance with Nasdaq corporate governance standards:
Nasdaq Marketplace Rule 5620(c) provides that the minimum quorum requirement for a meeting of shareholders is 33 1/3 % of the outstanding common shares. In addition, Rule 5620(c) requires that an issuer listed on Nasdaq state its quorum requirement in its bylaws. The Registrant follows applicable Canadian laws with respect to quorum requirements. The Registrant’s quorum requirement is set forth in its by-laws, which provide that a quorum for the transaction of business at any meeting of shareholders is two persons present in person or by proxy representing 5% of the outstanding common shares entitled to vote at the meeting.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, or the portions thereof indicated below, that are filed as exhibits to this Annual Report on Form 40-F (“Annual Report”), are incorporated herein by reference.
| | • | Annual Information Form of the Registrant for the year ended March 31, 2015; |
| | | |
| • | Audited Annual Consolidated Financial Statements of the Registrant for the year ended March 31, 2015 and notes thereto, presented in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, together with the report of auditors thereon; and |
| | | |
| | • | Management’s Discussion and Analysis of the Registrant for the year ended March 31, 2015. |
DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this Annual Report, the Registrant carried out an evaluation, under the supervision of the Registrant’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Registrant’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the Registrant’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report, the Registrant’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Registrant in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (the “Commission”) rules and forms, and (ii) accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
The Registrant’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures or internal procedures will prevent all error and all fraud. A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Registrant have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion by two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
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MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Registrant’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Registrant’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
Management conducted an evaluation of the design and operation of the Registrant’s internal control over financial reporting as of March 31, 2015, based on the criteria set forth in theInternal Control – Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that the Registrant’s internal control over financial reporting was effective as of March 31, 2015 and no material weaknesses were discovered.
ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
The Registrant qualifies as an “emerging growth company” under Section 3 of the Exchange Act, as a result of enactment of the Jumpstart Our Business Startups Act (the “JOBS Act”). Under the JOBS Act, “emerging growth companies” are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002, which generally requires that a public company’s registered public accounting firm provide an attestation report relating to management’s assessment of internal control over financial reporting. The Registrant qualifies as an “emerging growth company” and therefore has not included in, or incorporated by reference into, this Annual Report such an attestation report as of the end of the period covered by this Annual Report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the period covered by this Annual Report, no changes occurred in the Registrant’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
CODE OF ETHICS
The Registrant has adopted a code of business ethics and conduct, which is applicable to all directors, officers and employees of the Registrant. A copy of the code of business ethics and conduct can be obtained from the Registrant’s website at www.burcon.ca or without charge, upon request from Burcon NutraScience Corporation, 1946 West Broadway, Vancouver, British Columbia V6J 1Z2, Canada, or by email at: info@burcon.ca.
DIRECTOR INDEPENDENCE
The Registrant’s Board of Directors consists of the following individuals: Allan Yap, Rosanna Chau, David Lorne John Tyrrell, Alan Chan, Matthew Hall, J. Douglas Gilpin and Bradford Allen. The Registrant’s Board of Directors has determined that David Lorne John Tyrrell, Matthew Hall, J. Douglas Gilpin and Bradford Allen are independent, as that term is defined by the Nasdaq listing standards applicable to the Registrant.
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IDENTIFICATION OF THE AUDIT COMMITTEE
The Registrant has a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The Registrant’s audit committee is composed of the following directors: J. Douglas Gilpin, David Lorne John Tyrrell and Bradford Allen. The Board of Directors has determined that each of the audit committee members is independent, as that term is defined by the Nasdaq listing standards applicable to the Registrant.
AUDIT COMMITTEE FINANCIAL EXPERT
The Registrant’s Board of Directors has determined that J. Douglas Gilpin, a member of the Audit Committee, qualifies as an audit committee financial expert, as defined in paragraph (8)(b) of General Instruction B of Form 40-F, and is independent as that term is defined by the Nasdaq listing standards applicable to the Registrant.
AUDIT COMMITTEE INFORMATION, AUDIT FEES, AUDIT RELATED FEES, TAX FEES AND ALL OTHER FEES
The following information is included in the “Audit Committee and Disclosure under National Instrument 52-110” section of the Registrant’s Annual Information Form:
| • | Information regarding the Registrant’s Audit Committee, including pre-approval policies and procedures; and |
| • | Information regarding fees billed by the Registrant’s principal accountants for each of the last two fiscal years. |
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant has no off-balance sheet arrangements.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The following table lists as of March 31, 2015 information with respect to the Registrant’s known contractual obligations.
| Payments due by period (in thousands of U.S. dollars) | |
| | | | | | Less than | | | | | | | | | More than | |
| Contractual Obligations | | Total | | | 1 year | | | 1 – 3 years | | | 3 – 5 years | | | 5 years | |
| Long-Term Debt Obligations | | Nil | | | Nil | | | Nil | | | Nil | | | Nil | |
| Capital (Finance) Lease Obligations | | Nil | | | Nil | | | Nil | | | Nil | | | Nil | |
| Operating Lease Obligations(1) | | 75 | | | 52 | | | 23 | | | Nil | | | Nil | |
| Purchase Obligations | | 32 | | | 32 | | | Nil | | | Nil | | | Nil | |
| Other Long-Term Liabilities Reflected on the Registrant’s Balance Sheet under the GAAP of the primary financial statements: | | Nil | | | Nil | | | Nil | | | Nil | | | Nil | |
| Total | | 107 | | | 84 | | | 23 | | | Nil | | | Nil | |
(1)Includes Vancouver and Winnipeg office premises lease and office equipment lease.
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MINE SAFETY DISCLOSURE
Not applicable.
UNDERTAKINGS
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Registrant has previously filed with the Commission a written consent to service of process and power of attorney on Form F-X. Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.
| BURCON NUTRASCIENCE CORPORATION |
| |
| “Allan Yap” |
| Name: Allan Yap |
| Title: Chairman and Chief Executive Officer |
Date: June 23, 2015
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EXHIBIT INDEX
The following documents are being filed with the Commission as exhibits to this Annual Report on Form 40-F.
| Exhibit | Description |
| | |
| | Annual Information |
| | |
| 99.1 | Annual Information Form of the Registrant for the year ended March 31, 2015 |
| | |
| 99.2 | Audited Annual Consolidated Financial Statements of the Registrant for the year ended March 31, 2015 and notes thereto, presented in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, together with the report of auditors thereon |
| | |
| 99.3 | Management’s Discussion and Analysis of the Registrant for the year ended March 31, 2015 |
| | |
| | Certifications |
| | |
| 99.4 | Certifications by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
| 99.5 | Certifications by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
| 99.6 | Certifications by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
| 99.7 | Certifications by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
| | Consents |
| | |
| 99.8 | Consent of PricewaterhouseCoopers LLP |
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