Vancouver, British Columbia–(Newsfile Corp. – September 2, 2022) – Burcon NutraScience Corporation (TSX: BU) (NASDAQ: BRCN) (“Burcon” or the “Company”), a global technology leader in the development of to Protein Base for Foods and Beverages, today announced its intention to file a Form 25 (Notice of Delisting and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the Securities and Exchange Commission (the “SEC”) on September 12, 2022 to delist the Company’s common stock from the Nasdaq Capital Market and delist its common stock pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s common stock will be suspended from trading on the Nasdaq Capital Market on or about September 12, 2022. The Company anticipates that the delisting and delisting will be effective ten days and ninety days, respectively, from from the date of filing. The Company has today notified the NASDAQ Stock Market LLC (“Nasdaq”) of its intention to file Form 25.
As previously reported, the Company has received a letter, dated April 1, 2022, from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Listing Rule 5550 (a)(2), which requires the Company’s listed securities to maintain a minimum bid price of US$1 per share. Although the Nasdaq notification letter did not result in the immediate delisting of the Company’s common stock, the Company had a compliance period of 180 calendar days, or until September 28, 2022, to comply again. Nasdaq’s minimum bid requirement. If, at any time during the compliance period, the Company’s closing bid price is at least US$1 for at least 10 consecutive business days, the Nasdaq would have closed the record.
Since April 1, 2022, Burcon’s management has been reviewing its options to regain compliance with Nasdaq listing rules. However, management believes that it will not be able to regain compliance by the September 28, 2022 deadline and that a stock split plan is of no interest to the Company. After careful consideration, Burcon’s Board of Directors has determined that it is in the company’s overall best interests to delist its common stock from the Nasdaq. The decision was made based on several factors, including the board’s assessment of the likelihood that the company will again comply with the continuing listing requirements, an analysis of the benefits of continued listing put balanced against the onerous regulatory burden and significant costs associated with maintaining continuous listing, and that the Nasdaq Capital Market provided only a secondary trading platform with limited trading volume.
The delisting will allow the Company to avoid significant management time, attention and resources spent on regulatory compliance with Nasdaq’s continuous listing requirements. In addition, deregistration will allow the Company to avoid many ongoing costs associated with maintaining registration, including annual fees, legal fees and audit fees.
The Company’s common shares will continue to be listed on the Toronto Stock Exchange (“TSX”), one of the largest stock exchanges in the world. In addition, the Company is currently reviewing the steps necessary for its common stock to be listed on the OTC Pink Open Market (the “Pink Market”) or on the OTCQB, operated by OTC Markets Group, a centralized electronic listing service for over-the-counter securities. The Company’s reporting obligations will continue to be complied with in accordance with Canadian securities regulations and filed on SEDAR under the Company’s profile at www.sedar.com and on the Company’s website at address www.burcon.ca.
About Burcon NutraScience Corporation
Burcon is a global technology leader in the development of plant-based proteins for food and beverages. With over two decades of experience in formulating high-purity proteins that have superior functionality, taste and nutrition, Burcon has amassed an extensive patent portfolio covering its novel vegetable proteins derived from peas, canola, soy , hemp, sunflower seeds, among other source plants. In 2019, Merit Functional Foods Corporation (“Merit Foods”) was formed between Burcon and three veteran food industry executives. Merit Foods has since built and commissioned a state-of-the-art protein production facility in Manitoba, Canada, which produces, under license from Burcon, best-in-class pea and canola protein for industries. of food and drink. For more information, visit www.burcon.ca.
Caution Regarding Forward-Looking Information
The TSX has not reviewed and accepts no responsibility for the adequacy of the content of the information contained herein. This press release contains forward-looking statements or forward-looking information within the meaning of United States law. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation, including statements regarding our common shares listed for trading on the Pink Market or the OTCQB. Forward-looking statements or forward-looking information involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements or forward-looking information may be identified by words such as “anticipate”, “intend”, “plan”, “goal”, “project”, “estimate”, “expect”, “believe”, “future”. ,” “likely”, “may”, “should”, “could”, “will”, and similar references to future periods. All statements included in this release, other than statements of historical fact, are forward-looking statements. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements or information.Important factors that could cause actual results to differ materially from plans and expectations of Burcon include the implementation of our business model and growth strategies; trends and competition in our industry, our future business development, financial condition and results of operations, and our ability to obtain financing profitably; potential changes in government regulations; and other risks and factors s herein and from time to time in Burcon’s filings with securities and stock exchange regulators, including in the section entitled “Risk Factors” in Burcon’s Annual Information Form for the fiscal year ended March 31, 2022 and its other public filings with Canadian securities regulators on SEDAR at www.sedar.com and with the United States Securities and Exchange Commission on EDGAR at www.sec.gov. This list is not exhaustive of factors that could affect the Company’s forward-looking statements or information. Any forward-looking statement or information speaks only as of the date on which it is made and, except as required by applicable securities laws, Burcon disclaims any intention or obligation to update any forward-looking statement, whether whether as a result of new information, future events or otherwise. Although Burcon believes that the assumptions inherent in forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, investors should not rely on such statements.
Industry contact details
Paul Lam
Director, Investor Relations
Burcon NutraScience Corporation
Tel (604) 733-0896, Toll Free (888) 408-7960
[email protected] www.burcon.ca
Contact Investor
James Carbonara
R.I. Hayden
Tel (646) 755-7412
[email protected]
Media Contact:
Steve Campbell, April
President
Campbell & Company Public Relations
Tel (604) 888-5267
[email protected]
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