Burcon NutraScience Corp 6-K, filed Mar 2, 2022
Burcon NutraScience Corp (BRCNF)
About this 6-K
Burcon NutraScience Corp filed this 6-K on March 2, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2022
Commission File Number: 001-35289
Burcon NutraScience Corporation
(Translation of registrant's name into English)
1946 West Broadway Vancouver, British Columbia, Canada V6J 1Z2
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[ ] Form 20-F [ x ] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
SUBMITTED HEREWITH
Exhibits
| Exhibit | Description | |
| 99.1 | Material Change Report dated March 2, 2022 |
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, thereunto duly authorized.
| BURCON NUTRASCIENCE CORPORATION | ||
| (Registrant) | ||
| Date: March 2, 2022 | By: | /s/ Jade Cheng |
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| Jade Cheng | ||
| Title: | Chief Financial Officer | |
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1: Name and Address of Company
Burcon NutraScience Corporation ("Burcon" or the "Company")
1946 West Broadway
Vancouver, British Columbia, Canada
V6J 1Z2
Item 2: Date of Material Change
March 1, 2022.
Item 3: News Release
A news release with respect to the material change described herein was disseminated on March 1, 2022, through Newsfile Corp. and filed on www. Sedar.com. A copy of the news release is attached as Schedule "A".
Item 4: Summary of Material Change
On March 1, 2022, Burcon announced that Peter H. Kappel, Chairman of Burcon's board of directors, will assume the role of interim Chief Executive Officer, with immediate effect, until a successor is appointed by the Company's board of directors. Mr. Johann Tergesen will continue in an ongoing capacity as an advisor to the Company and Burcon's board of directors.
Item 5.1: Full Description of Material Change
Please see the news release attached as Schedule "A" for a full description of the material change, which is hereby incorporated by reference to this material change report.
Item 5.2: Disclosure for Restructuring Transactions
Not applicable.
Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102
This material change report is not being filed on a confidential basis.
Item 7: Omitted Information
Not applicable.
Item 8: Executive Officer
Jade Cheng, Chief Financial Officer
Telephone: (604) 733-0896 Ext. 13
Email: jcheng@burcon.ca
Item 9: Date of Report
March 2, 2022
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Schedule "A"
News Release
Burcon Announces Appointment of Peter H. Kappel as Interim CEO
Vancouver, British Columbia, March 1, 2022 - Burcon NutraScience Corporation ("Burcon or the "Company") (TSX: BU) (NASDAQ: BRCN), a global technology leader in the development of plant-based proteins for foods and beverages, is pleased to announce that Peter H. Kappel, Chairman of Burcon's board of directors, will assume the role of interim Chief Executive Officer ("CEO"), with immediate effect, until a successor is appointed by the Company's board of directors.
Mr. Kappel is a former investment banker who served in senior roles at Nomura, Dresdner Kleinwort Wasserstein, Calyon and DVB Bank in London. He brings extensive experience in strategic and business management as well as a wealth of knowledge in the field of finance and investment. Mr. Kappel has served as a director on Burcon's board since 2016 and was appointed chairman of the board in September 2021. Mr. Kappel has worked closely with management to achieve the transformational business relationships over the past few years.
As previously announced, Mr. Johann Tergesen will continue in an ongoing capacity as an advisor to the company and Burcon's board of directors. The Company has engaged Kincannon & Reed, an executive search firm specialising in the food and agribusiness sectors, to assist in recruiting a new CEO.
"On behalf of the Board of Directors and the entire team at Burcon, I want to sincerely thank Johann for his many years of service and for leading Burcon to where it is today. I am pleased to step in as interim CEO during this transition period. Our executive search for a successor who brings expertise in the specialty food ingredients space is well underway," said Peter H. Kappel, Chairman and interim CEO, adding, "I look forward to continuing on the company's recent progress and developments."
About Burcon NutraScience Corporation
Burcon is a global technology leader in the development of plant-based proteins for foods and beverages. With over two decades of experience formulating high-purity proteins that have superior functionality, taste and nutrition, Burcon has amassed an extensive patent portfolio covering its novel plant-based proteins derived from pea, canola, soy, hemp, sunflower seed, among other plant sources. In 2019, Merit Functional Foods Corporation ("Merit Foods") was established 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 that is producing, under license from Burcon, best-in-class pea and canola proteins for the food and beverage industries. For more information, visit www.burcon.ca.
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Forward-Looking Information Cautionary Statement
The TSX has not reviewed and does not accept 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 the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements or forward-looking information involve risks, uncertainties and other factors that could cause actual results, performances, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements or forward-looking information can 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 Burcon's plans and expectations adverse general economic, market or business conditions; regulatory changes; and other risks and factors detailed herein and from time to time in the filings made by Burcon with securities regulators and stock exchanges, including in the section entitled "Risk Factors" in Burcon's annual information form for the year ended March 31, 2021 and its other public filings with Canadian securities regulators on SEDAR at www.sedar.com and with the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements or information. Any forward-looking statement or information speaks only as of the date on which it was made, and, except as may be required by applicable securities laws, Burcon disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Although Burcon believes the assumptions inherent in the 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
Paul Lam
Director, Investor Relations
Burcon NutraScience Corporation
Tel (604) 733-0896, Toll-free (888) 408-7960
plam@burcon.ca www.burcon.ca
Investor Contact
James Carbonara
Hayden IR
Tel (646) 755-7412
james@haydenir.com
Media Contact:
Steve Campbell, APR
President
Campbell & Company Public Relations
Tel (604) 888-5267
TECH@CCOM-PR.COM