UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
OR
For the fiscal year ended
OR
OR
Date of event requiring this shell company report ...................................................
For the transition period from .................................... to ....................................
Commission file number
(Exact name of Registrant as specified in its charter)
British Columbia,
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Telephone: (
Facsimile: (604) 733-8821
(Name, telephone, email and/or facsimile number and address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
1
|
Title of Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
|
|
|
|
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
Indicate the number of outstanding shares of each of the issuer's classes of capital or stock as of the closing of the period covered by the annual report:
Indicate by check mark if the registration is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [X]
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
[ ] Yes [X]
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
[X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, and/or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act:
| Large accelerated filer [ ] | Accelerated filer [ ] |
|
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [ ]
† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
2
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP [ ]
Other [ ]
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow
Item 17 [ ] Item 18 [ ]
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes
3
ANNUAL INFORMATION FORM, AUDITED ANNUAL CONSOLIDATED
FINANCIAL STATEMENTS AND MANAGEMENT'S DISCUSSION AND ANALYSIS
Annual Information Form
The Registrant's Annual Information Form for the fiscal year ended March 31, 2022 is attached as Exhibit 99.1 to this Annual Report on Form 20-F and is incorporated herein by reference.
Audited Annual Consolidated Financial Statements
The Registrant's audited annual consolidated financial statements for the fiscal year ended March 31, 2022, including the report of the independent registered public accounting firm (PCAOB #
We have determined that our equity method investment in Merit Functional Foods Corporation (“Merit”), which is not consolidated in our financial statements, was significant under the income test of Rule 1-02(w) of Regulation S-X in relation to our consolidated financial results for the year ended March 31, 2022. The consolidated financial statements of Merit as of and for the year ended December 31, 2021 as required under by Rule 3-09 of Regulation S-X (“Rule 3-09”) have not been presented as they cannot be provided without unreasonable effort or expense.
We requested that the staff of the U.S. Securities and Exchange Commission (the “SEC”) grant relief from the financial statement filing requirements of Rule 3-09 pursuant to Section 2430 of the Division of Corporation Finance Financial Reporting Manual, with respect to our investment in Merit. The SEC has not granted our company’s waiver request and, as a result, our company was required to file with the SEC separate audited financial statements for Merit. However, it has been impracticable for our company to comply with this requirement, because the audit of Merit’s financial statements was completed in accordance with Canadian generally accepted auditing standards and do not meet the requirements for filing with the Form 20-F annual report. We do not have the contractual right to re-audit the Merit financial statements in accordance with United States generally accepted auditing standards. We believe that Merit’s financial statements would not provide additional material information to investors. However, we cannot assure you that that the SEC will not take actions against our company relating to our non-compliance, and, among other matters, we may be delisted from Nasdaq due to failure to file Merit’s financial statements with the Form 20-F, or in the event of a capital raise, our company may be temporarily unable to have a registration statement for a public offering of securities in the United States declared effective by the SEC. For more information, see Exhibit 99.5 Item 3.D. Key Information —Risk Factors—Our inability to provide audited financial statements for Merit in accordance with Rule 3-09 may result in enforcement actions by the SEC or may, among other matters, cause us to be unable to complete a public offering in the United States.” For more information on Merit, see notes 2 and 7 to our audited annual consolidated financial statements included in this annual report.
Management's Discussion and Analysis
The Registrant's Management's Discussion and Analysis for the fiscal year ended March 31, 2022 is attached as Exhibit 99.3 to this Annual Report on Form 20-F and is incorporated herein by reference.
Notice of Annual Meeting and Management Proxy Circular
The Registrant's Notice of Annual Meeting and Management Proxy Circular for the fiscal year ended March 31, 2022 is attached as Exhibit 99.4 to this Annual Report on Form 20-F and is incorporated herein by reference.
Additional Information
An Additional Information document is attached as Exhibit 99.5 to this Annual Report on Form 20-F and is incorporated herein by reference.
Cross Reference to Form 20-F
| Item No. | Exhibit | Pages | |
| Part I | |||
| Item 1 | Identity of Directors, Senior Management and Advisers | N/A | N/A |
| Item 2 | Offer Statistics and Expected Timetable | N/A | N/A |
| Item 3 | Key Information | ||
| A. [Reserved] | N/A | N/A | |
| B. Capitalization and indebtedness | N/A | N/A | |
| C. Reasons for the offer and use of proceeds | N/A | N/A | |
| D. Risk factors | 99.1 | 51-59 | |
| 99.3 | 30-32 | ||
| 99.5 | 1 | ||
| Item 4 | Information on the Company | ||
| A. History and development of the company | 99.1 | Cover page, 5-20, 91 |
4
5
| Item No. | Exhibit | Pages | |
| Item 8 | Financial Information | ||
| A. Consolidated Statements and Other Financial Information | 99.1 | 60 | |
| 99.2 | All | ||
| 99.3 | All | ||
| B. Significant changes | 99.2 | 32-33 | |
| Item 9 | The Offer and Listing | ||
| A. Offer and listing details | 99.1 | 6, 60 | |
| B. Plan of distribution | N/A | N/A | |
| C. Markets | 99.1 | 6, 60 | |
| D. Selling shareholders | N/A | N/A | |
| E. Dilution | N/A | N/A | |
| F. Expenses of the issue | N/A | N/A | |
| Item 10 | Additional Information | ||
| A. Share Capital | N/A | N/A | |
| B. Memorandum and articles of association | 99.5 | 2-6 | |
| C. Material contracts | 99.1 | 78-89 | |
| D. Exchange controls | N/A | N/A | |
| E. Taxation | 99.5 | 6-13 | |
| F. Dividends and paying agents | N/A | N/A | |
| G. Statement by experts | N/A | N/A | |
| H. Documents on display | 99.1 | 91 | |
| 99.3 | 1 | ||
| 99.4 | 48 | ||
| I. Subsidiary information | N/A | N/A | |
| J. Annual Report to Security Holders | |||
| Item 11 | Quantitative and Qualitative Disclosures About Market Risk | 99.2 | 29-31 |
| 99.3 | 23-25 | ||
| Item 12 | Description of Securities Other than Equity Securities | N/A | N/A |
| Part II | |||
| Item 13 | Defaults, Dividend Arrearages and Delinquencies | N/A | N/A |
| Item 14 | Material Modifications to the Rights of Security Holders and Use of Proceeds | N/A | N/A |
| Item 15 | Controls and Procedures | 99.3 | 29-30 |
| 99.5 | 13-14 |
6
| Item 16 | [Reserved] | ||
| Item 16A. | Audit committee financial expert | 99.1 | 89-90 |
| Item 16B. | Code of Ethics | 99.4 | 21, Schedule "B" |
| Item 16C. | Principal Accountant Fees and Services | 99.1 | 89-91 |
| Item 16D. | Exemptions from the Listing Standards for Audit Committees | N/A | N/A |
| Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | N/A | N/A |
| Item 16F. | Change in Registrant's Certifying Accountant | N/A | N/A |
| Item 16G. | Corporate Governance | 99.5 | 14 |
| Item 16H. | Mine Safety Disclosure | N/A | N/A |
| Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | N/A | N/A |
| Item No. | Exhibit | Pages | |
| Part III | |||
| Item 17 | Financial Statements | N/A | N/A |
| Item 18 | Financial Statements | 99.2 | All |
|
See “Audited Annual Consolidated Financial Statements” on page 1 hereof |
|||
| Item 19 | Exhibits | Exhibit Index | Exhibit Index |
7
SIGNATURES
The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sight this Annual Report on its behalf.
| BURCON NUTRASCIENCE CORPORATION | ||
| Date: August 1, 2022 | By: | /s/ Peter H. Kappel |
| Name: Peter H. Kappel | ||
| Title: Interim Chief Executive Officer |
8
EXHIBIT INDEX
9
10