Paul Lam reports
BURCON ANNOUNCES DELISTING FROM NASDAQ CAPITAL MARKET
Burcon NutraScience Corp. intends to file a Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the Securities Exchange Commission (SEC) on Sept. 12, 2022, to delist the company's common shares from the Nasdaq Capital Market and to deregister its common shares under Section 12(b) of the Securities Exchange Act of 1934, as amended. The common shares of the company will be suspended from trading on the Nasdaq Capital Market on or about Sept. 12, 2022. The company expects that the delisting and deregistration will become effective 10 days and 90 days, respectively, from the date of filing. The company today provided notice to Nasdaq Stock Market LLC of the company's intention to file the Form 25.
As previously disclosed, the company received a letter, dated April 1, 2022, from the listings qualifications department of the Nasdaq Stock Market notifying the company that it was not in compliance with Listing Rule 5550 (a)(2), which requires the listed securities of the company to maintain a minimum bid price of $1 (U.S.) per share. Although the Nasdaq notification letter did not result in the immediate delisting of the company's common shares, the company had a compliance period of 180 calendar days, or until Sept. 28, 2022, to regain compliance with Nasdaq's minimum bid price requirement. If at any time during the compliance period the company's closing bid price is at least $1 (U.S.) for a minimum of 10 consecutive business days, Nasdaq would have closed the matter.
Since April 1, 2022, Burcon's management has reviewed its options in order to regain compliance with Nasdaq's listing rules. However, management believes that it will not be able to regain compliance by the Sept. 28, 2022, deadline and that a plan for share consolidation is of no benefit to the company. After careful consideration, the board of directors of Burcon determined that it was in the overall best interests of the company to delist its common shares from Nasdaq. The decision was made based on several factors, including the board's assessment of the probability of the company regaining compliance with the continued listing requirements, an analysis of the benefits of continued listing weighed against the onerous regulatory burden and significant costs associated with maintaining continued listing, and that the Nasdaq Capital Market only provided a secondary trading platform with limited trading volume.
Delisting will enable the company to avoid the extensive amount of management's time, attention and resources expended on regulatory compliance with Nasdaq's continued listing requirements. Additionally, delisting will enable the company to avoid numerous continuing costs associated with continued listing, including annual fees, legal costs and audit costs.
The company's common shares will continue to be listed on the Toronto Stock Exchange, one of the world's pre-eminent stock exchanges. Additionally, the company is currently reviewing the steps necessary so that its common shares may be quoted for trading on either the OTC Pink Open Market or the OTCQB, operated by OTC Markets Group, a centralized electronic quotation service for over-the-counter securities. The company's reporting obligations will continue to be met in accordance with Canadian securities regulations and filed on SEDAR under the company's profile on SEDAR, and on the company's website.
About Burcon NutraScience Corp.
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 and sunflower seed, among other plant sources. In 2019, Merit Functional Foods Corp. 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 licence from Burcon, best-in-class pea and canola proteins for the food and beverage industries.
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