RE:RE:RE:RE:WELL????? Are we heading for a second delisting just 3 years after the first one?
Vancouver, British Columbia, April 25, 2018 — Burcon NutraScience Corporation (TSX: BU; NASDAQ: BUR) (“Burcon” or the “Company”), a leader in natural product extraction, purification and isolation technologies, announced today that it received a letter, dated April 25, 2018, from the Nasdaq Hearings Panel (the “Panel”) of The NASDAQ Stock Market LLC (“Nasdaq”) informing the Company that the Panel has determined to delist the Company’s common shares from the Nasdaq Capital Market and will suspend trading in the shares effective at the open of business on April 27, 2018.
As previously announced, Nasdaq had previously informed the Company that it did not meet certain continued listing requirements for the Nasdaq Capital Market, including the minimum bid price requirement and the shareholders’ equity requirement and that the Company would be subject to delisting if such requirements were not met within a certain time period. In order to resolve these continued listing deficiencies, the Company would have been required to conduct a reverse stock split and a capital raise in the near future.
The Company informed the Panel on April 24, 2018 that it had determined to withdraw its appeal of the delisting. After careful consideration, the board of directors of Burcon determined that it was in the overall best interests of the Company withdraw the appeal of the delisting. 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 the fact that the Nasdaq Capital Market only provided a secondary trading platform as the Company has no intention of raising capital in the US market.
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 on-going costs associated with continued listing including annual fees, legal costs, and auditing costs.
Nasdaq has informed the Company that it will file a Form 25 with the Securities and Exchange Commission (the “SEC”) after applicable appeal periods have lapsed to notify the SEC of the delisting of its common shares from the Nasdaq Capital Market. The Company also intends to file a Form 15F with the SEC to terminate its reporting obligations under Section 15(d) of the Securities Exchange Act of 1934. Upon the filing of the Form 15F, the Company’s reporting obligations with the SEC, including its obligation to file annual reports on Form 20-F and furnish reports on Form 6-K, will be immediately suspended.
The Company’s common shares will continue to be listed on the Toronto Stock Exchange (“TSX”), one of the world’s preeminent stock exchanges. Additionally, the Company is currently taking the steps necessary so that its common shares may be quoted for trading in the OTC Pink Open Market (the “Pink Market”), 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 at www.sedar.com, and on the Company’s website at https://burcon.live-website.com.