0001171843-15-002422.txt : 20150501 0001171843-15-002422.hdr.sgml : 20150501 20150501144743 ACCESSION NUMBER: 0001171843-15-002422 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150501 FILED AS OF DATE: 20150501 DATE AS OF CHANGE: 20150501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Burcon NutraScience Corp CENTRAL INDEX KEY: 0001158399 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 980686585 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35289 FILM NUMBER: 15823827 BUSINESS ADDRESS: STREET 1: 1946 WEST BROADWAY CITY: VANCOUVER STATE: A1 ZIP: V6J 1Z2 BUSINESS PHONE: (604) 733-0896 MAIL ADDRESS: STREET 1: 1946 WEST BROADWAY CITY: VANCOUVER STATE: A1 ZIP: V6J 1Z2 FORMER COMPANY: FORMER CONFORMED NAME: BURCON NUTRASCIENCE CORP DATE OF NAME CHANGE: 20010829 6-K 1 document.htm FORM 6-K FILING DOCUMENT Form 6-K Filing
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 May 2015.

Commission File Number: 001-35289

Burcon NutraScience Corporation
(Translation of registrant's name into English)

1946 West Broadway
Vancouver, British Columbia, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [   ]      Form 40-F [ x]

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):       

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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):       

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.


On May 1, 2015 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


(c)     Exhibit 99.1. Press release dated May 1, 2015


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: May 1, 2015   /s/ DOROTHY K.T. LAW
Dorothy K.T. Law
Senior Vice-President, Legal and Corporate Secretary

EX-99 2 newsrelease.htm PRESS RELEASE Burcon Announces Completion of Over-Subscribed Rights Offering

EXHIBIT 99.1

Burcon Announces Completion of Over-Subscribed Rights Offering

VANCOUVER, British Columbia, May 1, 2015 (GLOBE NEWSWIRE) -- Burcon NutraScience Corporation (TSX:BU) (Nasdaq:BUR) ("Burcon") is pleased to announce that it has completed its previously announced offering of rights (the "Rights Offering") to holders of its common shares ("Common Shares") of record at the close of business on April 2, 2015. The Rights Offering was fully subscribed and as such, Burcon has issued 1,552,044 Common Shares at a price of $2.26 per Common Share for aggregate gross proceeds to Burcon of $3,507,619.

The Rights Offering was over-subscribed by $6,099,586 or 2,698,932 Common Shares due to the demand for the Common Shares. Total subscriptions, including those exercised pursuant to the additional subscription privilege, represented $9,607,206, or more than 270% of the Common Shares available under the Rights Offering.

Each of ITC Corporation Limited ("ITC"), E-Concept Ltd. ("E-Concept") and I-Global Ltd. ("I-Global") acted as guarantors of the Rights Offering, having agreed to purchase from Burcon such number of Common Shares available to be purchased, but not otherwise subscribed for, that would result in 1,552,044 Common Shares being issued under the Rights Offering (the "Standby Commitment").  As the Rights Offering was over-subscribed, ITC, E-Concept and I-Global were not required to fulfill their respective obligations under the Standby Commitment. However, to Burcon's knowledge, each of ITC, E-Concept and I-Global did exercise its basic subscription privilege under the Rights Offering in order to maintain its respective proportionate ownership interest in Burcon.

As compensation for providing the Standby Commitment, each of ITC, E-Concept and I-Global has received non-transferrable Common Share purchase warrants (the "Standby Warrants") entitling ITC to acquire up to 198,429 Common Shares, E-Concept to acquire up to 104,220 Common Shares and I-Global to acquire up to 85,362 Common Shares. The exercise price under the Standby Warrants is $2.26 per Common Share. The Standby Warrants will expire two years after issuance. In accordance with the policies of the Toronto Stock Exchange, the issuance of the Standby Warrants to each of ITC, E-Concept and I-Global is subject to shareholder approval, which will be sought at Burcon's next annual meeting, which is expected to be held in September 2015.

The net proceeds to Burcon from the Rights Offering will be used by Burcon for continued research and development of its pea and soy protein extraction and purification technologies, commercialization of Burcon's pea protein extraction and purification technology, filing new patent applications, maintaining, strengthening and expanding Burcon's intellectual property portfolio, pursuing product development agreements with major food, beverage and nutritional product companies, continued research and development of Burcon's other protein extraction and purification technologies and for general working capital.

About Burcon NutraScience Corporation

Burcon is a leader developing functionally superior plant-based proteins. Burcon has developed a portfolio of composition, application, and process patents originating from a core protein extraction and purification technology. Burcon's CLARISOY™ soy protein offers clarity and high-quality protein nutrition for low pH beverage systems and excellent solubility and exceptionally clean flavor at any pH; Peazazz® is a uniquely soluble and clean-tasting pea protein; and Puratein®, Supertein™ and Nutratein® are canola protein isolates with unique functional and nutritional attributes. For more information about Burcon, visit www.burcon.ca.

ON BEHALF OF THE BOARD OF DIRECTORS

"Johann F. Tergesen"
Johann F. Tergesen
President and Chief Operating Officer

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. 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. All statements other than statements of historical fact included in this press release are forward-looking statements, including, without limitation, statements with respect to the use of proceeds from the Rights Offering and the timing of Burcon's next annual meeting. 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 include the actual results of business negotiations, marketing activities, adverse general economic, market or business conditions, regulatory changes and other risks and factors detailed 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 dated June 23, 2014 filed with the U.S. Securities and Exchange commission on www.sec.gov.  Any forward-looking statement or information only speaks 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 that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance. Accordingly, undue reliance should not be put on such forward-looking statements.

CLARISOY is a trademark of Archer Daniels Midland Company.

CONTACT: Media & Industry Contact:
         Michael Kirwan
         Director, Corporate Development
         Burcon NutraScience Corporation
         Tel (604) 733-0896, Toll-free (888) 408-7960
         mkirwan@burcon.ca
         www.burcon.ca