THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Burcon NutraScience Corporation
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
120831102
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person?s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 120831102
(1) Names of Reporting Persons. I.R.S. Identification Nos. of
Above Persons (entities only):
AWM Investment Company, Inc.
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a)___ b)___
11,014
(3) SEC Use Only
(4) Citizenship or Place of Organization: Delaware, United States
Number of Shares Beneficially
Owned by Each Reporting Person
With
(5) Sole Voting Power:
14,248,546 (9.99% of shares
outstanding)**
(6) Shared Voting Power: 0**
(7) Sole Dispositive Power:
14,248,546 (9.99% of shares
outstanding)**
(8) Shared Dispositive Power: 0**
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person: 14,248,546 (9.99% of shares outstanding)**
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions):
(11) Percent of Class Represented by Amount in Row (9): 9.99%**
(12) Type of Reporting Person (See Instructions): IA
**AWM Investment Company, Inc., a Delaware corporation (AWM), is the
investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN)and
Special Situations Fund III QP, L.P. (SSFQP). (CAYMAN and SSFQP will
hereafter be referred to as the Funds). As the investment adviser to
the Funds, AWM holds sole voting and investment power over 2,878,643
shares of Common Stock of the Issuer (the Shares) and 1,100,832
Warrants*** to purchase Shares of Common Stock held by CAYMAN,
8,136,236 Shares and 3,111,542 Warrants*** to purchase Shares of
Common Stock held by SSFQP. See Items 2 and 4 of this Schedule for
additional information.
*** The Warrants described herein may only be exercised to the extent
that the total number of Common Shares then beneficially owned does
not exceed 9.99% of the outstanding shares.
Item 1(a). Name Of Issuer: Burcon NutraScience Corporation
Item 1(b). Address of Issuer?s Principal Executive Offices:
1946 West Broadway
Vancouver, British Columbia, Canada V6J 1Z2
Item 2(a). Name of Person Filing:
The person filing this report is AWM Investment Company, Inc.,
a Delaware corporation (AWM), which is the investment adviser
to Special Situations Cayman Fund, L.P., a Cayman Islands
Limited Partnership (CAYMAN)and Special Situations Fund III QP,
L.P., a Delaware limited partnership (SSFQP), (CAYMAN and SSFQP
will hereafter be referred to as the Funds). The principal
business of each Fund is to invest in equity and equity-related
securities and other securities of any kind or nature.
David M. Greenhouse (Greenhouse) and Adam C. Stettner
(Stettner) are members of: SSCayman, L.L.C., a Delaware limited
liability company (SSCAY), the general partner of CAYMAN; MGP
Advisers Limited Partnership, a Delaware limited partnership
(MGP), the general partner of SSFQP. Greenhouse and Stettner
are also controlling principals of AWM.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The principal business address for AWM is c/o Special
Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY
10022.
Item 2(c). Citizenship: AWM is a Delaware Corporation.
Item 2(d). Title of Class of Securities: Common Stock, No Par
Value
Item 2(e). CUSIP No.: 120831102
Item 3. If This Statement Is Filed Pursuant to ??240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: 14,248,546 (9.99% of shares
outstanding)**
(b) Percent of Class: 9.99%**
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote: 14,248,546
(9.99% of shares outstanding)**
(ii) shared power to vote or to direct the vote: 0**
(iii) sole power to dispose or to direct the disposition of:
14,248,546 (9.99% of shares outstanding)**
(iv) shared power to dispose or to direct the disposition
of: 0**
______________________________________________________________________
** AWM is the investment adviser to each of the Funds. As the
investment adviser to the Funds, AWM holds sole voting and investment
power over 2,878,643 shares of Common Stock of the Issuer (the Shares)
and 1,100,832 Warrants*** to purchase Shares of Common Stock held by
CAYMAN, 8,136,236 Shares and 3,111,542 Warrants*** to purchase Shares
of Common Stock held by SSFQP. Greenhouse and Stettner are members of:
SSCAY, the general partner of CAYMAN; MGP, the general partner of
SSFQP; MG, the general partner of SSPE; and LS, the general partner of
SSLS. Greenhouse and Stettner are also controlling principals of AWM.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following. ___
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: November 14, 2024
AWM INVESTMENT COMPANY, INC.
By:/s/ Adam Stettner
Name: Adam Stettner
Title: Executive Vice President
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
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