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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 40-F

[   ] Registration statement pursuant to Section 12 of
the Securities Exchange Act of 1934

or

[X] Annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934

|For the fiscal year ended March 31, 2015 | Commission File Number 001-35289
|---------------------------------------- | --------------------------------

Burcon NutraScience Corporation(Exact name of Registrant as specified in its charter)

|Yukon Territory                    | 8731                                        | 98-0686585            
|---------------------------------- | ------------------------------------------- | ----------------------
|(Province or Other Jurisdiction of | (Primary Standard Industrial Classification | (I.R.S. Employer      
|Incorporation or Organization)     | Code Number)                                | Identification Number)

1946 West Broadway Vancouver, British Columbia V6J 1Z2(604) 733-0896(Address and telephone number of
Registrants principal executive offices)

DL Services, Inc. 
  Columbia Center 
  701 Fifth Avenue,
Suite 6100 
Seattle, WA 98104-7043(206) 903-8800(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)

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Securities registered or to be registered pursuant to Section
12(b) of the Act:

|Title of Each Class: | Name of Each Exchange On Which
      Registered:
|-------------------- | ------------------------------------------------
|Common Shares        | The NASDAQ Stock Market LLC                     

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

For annual reports, indicate by check mark the information filed
with this form:

|[X] Annual Information Form | [X] Audited Annual Financial Statements
|--------------------------- | ---------------------------------------

At March 31, 2015, the Registrant had outstanding 34,144,969
common shares.

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act 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]
Yes       
[   ] No

Indicate by check mark whether the Registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted 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 and post such
files).

[   ]
Yes         
[   ] No

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EXPLANATORY NOTE

Burcon NutraScience Corporation
(the Registrant or the Company) is a Canadian issuer that is
permitted, under a multijurisdictional disclosure system adopted by the United
States, to prepare its Annual Report pursuant to Section 13 of the Securities
Exchange Act of 1934 (the Exchange Act) in accordance with disclosure
requirements in effect in Canada that differ from those of the United States.

FORWARD LOOKING STATEMENTS

This Annual Report on Form 40-F
and the exhibits included herein contain forward-looking information and
forward-looking statements within the meaning of applicable Canadian
securities laws and the United States Private Litigation Reform Act of 1995,
respectively, which may include, but are not limited to, statements with respect
to possible events, conditions, acquisitions, or results of operations that are
based on assumptions about future conditions and courses of action and include
future oriented financial information with respect to prospective results of
operations, financial position or cash flows that is presented either as a
forecast or a projection, and also include, but are not limited to, statements
with respect to the future financial and operating performance of the
Registrant. Often, but not always, forward-looking statements can be identified
by the use of words such as plans, proposes, expects, is expected,
budget, scheduled, estimates, forecasts, projects, intends,
targets, aims, anticipates, or believes or variations (including
negative variations) of such words or phrases, or statements that certain
actions, events or results may, could, would, might or will be taken,
occur or be achieved.

Forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Registrant to be
materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. As a result, actual
actions, events or results may differ materially from those described in the
forward-looking statements, and there may be other factors that cause actions,
events or results to differ from those anticipated, estimated or intended
including, without limitation, those referred to in the Registrants Annual
Information Form (incorporated as Exhibit 99.1 to this Annual Report) under the
heading Risk Factors and in the Registrants Managements Discussion and
Analysis of Financial Information (incorporated as Exhibit 99.3 to this Annual
Report) under the heading Risks and Uncertainties.

Although forward-looking
statements contained in the exhibits incorporated by reference into this Annual
Report are based upon what management of the Registrant believes are reasonable
assumptions, the Registrant cannot assure investors that actual results will be
consistent with the forward-looking statements. The Registrants forward-looking
statements contained in the exhibits incorporated by reference into this Annual
Report are made as of the respective dates set forth in such exhibits. In
preparing this Annual Report, the Registrant has not updated such
forward-looking statements to reflect any change in circumstances or in
managements beliefs, expectations or opinions that may have occurred prior to
the date hereof, and the Registrant disclaims any obligation to update any
forward-looking statement, whether as a result of new information, future events
or results or otherwise, except as required by law. There can be no assurance
that forward-looking statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated. Accordingly,
investors should not place undue reliance on forward-looking statements due to
the inherent uncertainty therein.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING
PRACTICES

The Registrant is permitted,
under a multijurisdictional disclosure system adopted by the United States, to
prepare this report in accordance with Canadian disclosure requirements, which
are different from those of the United States. The Registrant prepares its
financial statements, which are filed with this Annual Report on Form 40-F in
accordance with International Financial Reporting Standards as issued by the
International Accounting Standards Board, and are subject to Canadian auditing
and auditor independence standards. They may not be comparable to financial
statements of the United States companies.

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NASDAQ STATEMENT OF CORPORATE GOVERNANCE DIFFERENCES

As a foreign private issuer under
the Exchange Act, the Registrant is permitted under Nasdaq Marketplace Rule
5615(a)(3) to follow its home country practice in lieu of certain Nasdaq
corporate governance standards. In order to claim such exemption, the Registrant
must disclose the Nasdaq corporate governance standards that it does not follow
and describe the home country practice that it follows in lieu of such
standards. Except as set forth below, the Registrant is in compliance with
Nasdaq corporate governance standards:

Nasdaq Marketplace Rule 5620(c)
provides that the minimum quorum requirement for a meeting of shareholders is 33
1/3 % of the outstanding common shares. In addition, Rule 5620(c) requires that
an issuer listed on Nasdaq state its quorum requirement in its bylaws. The
Registrant follows applicable Canadian laws with respect to quorum requirements.
The Registrants quorum requirement is set forth in its by-laws, which provide
that a quorum for the transaction of business at any meeting of shareholders is
two persons present in person or by proxy representing 5% of the outstanding
common shares entitled to vote at the meeting.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents, or the
portions thereof indicated below, that are filed as exhibits to this Annual
Report on Form 40-F (Annual Report), are incorporated herein by
reference.

| |  | Annual Information Form of the Registrant for
      the year ended March 31, 2015;                                                                                                                                                                                                                                                   
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                      
| |  | Audited Annual Consolidated Financial Statements of the
      Registrant for the year ended March 31, 2015 and notes thereto, presented
      in accordance with International Financial Reporting Standards as issued
      by the International Accounting Standards Board, together with the report
      of auditors thereon; and
| |   |                                                                                                                                                                                                                                                                                                                                      
| |  | Managements Discussion and Analysis of the
      Registrant for the year ended March 31, 2015.                                                                                                                                                                                                                                      

DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period
covered by this Annual Report, the Registrant carried out an evaluation, under
the supervision of the Registrants Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the Registrants disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act).
Based upon that evaluation, the Registrants Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of the period covered by
this Annual Report, the Registrants disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Registrant
in reports that it files or submits under the Exchange Act is (i) recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission (the Commission) rules and forms, and (ii)
accumulated and communicated to the Registrants management, including its
principal executive officer and principal financial officer, to allow timely
decisions regarding required disclosure.

The Registrants management,
including the Chief Executive Officer and Chief Financial Officer, does not
expect that its disclosure controls and procedures or internal procedures will
prevent all error and all fraud. A control system can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Registrant have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion by two or more people, or by management override of the
control. The design of any system of controls is also based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and may not be detected.

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MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

The Registrants management is
  responsible for establishing and maintaining adequate internal control over
  financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
  Exchange Act). The Registrants internal control over financial reporting is a
  process designed to provide reasonable assurance regarding the reliability of
  financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.

Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.

Management conducted an
evaluation of the design and operation of the Registrants internal control over
financial reporting as of March 31, 2015, based on the criteria set forth in the
Internal Control  Integrated Framework(2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. This evaluation
included review of the documentation of controls, evaluation of the design
effectiveness of controls, testing of the operating effectiveness of controls
and a conclusion on this evaluation. Based on this evaluation, management has
concluded that the Registrants internal control over financial reporting was
effective as of March 31, 2015 and no material weaknesses were discovered.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING
FIRM

The Registrant qualifies as an
emerging growth company under Section 3 of the Exchange Act, as a result of
enactment of the Jumpstart Our Business Startups Act (the JOBS Act). Under the
JOBS Act, emerging growth companies are exempt from Section 404(b) of the
Sarbanes-Oxley Act of 2002, which generally requires that a public companys
registered public accounting firm provide an attestation report relating to
managements assessment of internal control over financial reporting. The
Registrant qualifies as an emerging growth company and therefore has not
included in, or incorporated by reference into, this Annual Report such an
attestation report as of the end of the period covered by this Annual Report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the period covered by this
Annual Report, no changes occurred in the Registrants internal control over
financial reporting that has materially affected, or is reasonably likely to
materially affect, the Registrants internal control over financial
reporting.

CODE OF ETHICS

The Registrant has adopted a code
of business ethics and conduct, which is applicable to all directors, officers
and employees of the Registrant. A copy of the code of business ethics and
conduct can be obtained from the Registrants website at www.burcon.ca or
without charge, upon request from Burcon NutraScience Corporation, 1946 West
Broadway, Vancouver, British Columbia V6J 1Z2, Canada, or by email at:
info@burcon.ca.

DIRECTOR INDEPENDENCE

The Registrants Board of
Directors consists of the following individuals: Allan Yap, Rosanna Chau, David
Lorne John Tyrrell, Alan Chan, Matthew Hall, J. Douglas Gilpin and Bradford
Allen. The Registrants Board of Directors has determined that David Lorne John
Tyrrell, Matthew Hall, J. Douglas Gilpin and Bradford Allen are independent, as
that term is defined by the Nasdaq listing standards applicable to the
Registrant.

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IDENTIFICATION OF THE AUDIT COMMITTEE

The Registrant has a
separately-designated standing audit committee established in accordance with
section 3(a)(58)(A) of the Exchange Act. The Registrants audit committee is
composed of the following directors: J. Douglas Gilpin, David Lorne John Tyrrell
and Bradford Allen. The Board of Directors has determined that each of the audit
committee members is independent, as that term is defined by the Nasdaq listing
standards applicable to the Registrant.

AUDIT COMMITTEE FINANCIAL EXPERT

The Registrants Board of
Directors has determined that J. Douglas Gilpin, a member of the Audit
Committee, qualifies as an audit committee financial expert, as defined in
paragraph (8)(b) of General Instruction B of Form 40-F, and is independent as
that term is defined by the Nasdaq listing standards applicable to the
Registrant.

AUDIT COMMITTEE INFORMATION, AUDIT FEES, AUDIT RELATED FEES,
TAX FEES AND ALL OTHER FEES

The following information is
included in the Audit Committee and Disclosure under National Instrument
52-110 section of the Registrants Annual Information Form:

| |  | Information regarding the Registrants Audit
      Committee, including pre-approval policies and procedures; and       
| | - | ------------------------------------------------------------------------------------------------------------------------
| |  | Information regarding fees billed by the
      Registrants principal accountants for each of the last two fiscal years.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant has no off-balance sheet arrangements.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table lists as of
March 31, 2015 information with respect to the Registrants known contractual
obligations.

Payments due by period (in thousands of U.S.
      dollars)Less than
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    
    1 year
    
    
    1  3 years
    
    
    3  5 years
    
    
    5 yearsLong-Term Debt
      Obligations
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    NilCapital (Finance) Lease
      Obligations
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    NilOperating Lease
      Obligations (1)
    
    75
    
    
    52
    
    
    23
    
    
    Nil
    
    
    NilPurchase Obligations
    
    32
    
    
    32
    
    
    Nil
    
    
    Nil
    
    
    NilOther Long-Term Liabilities Reflected on the
      Registrants Balance Sheet under the GAAP of the primary financial
      statements:
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    NilTotal
    
    107
    
    
    84
    
    
    23
    
    
    Nil
    
    
    Nil


(1)Includes Vancouver and Winnipeg office premises
lease and office equipment lease.

-6-

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MINE SAFETY DISCLOSURE

Not applicable.

UNDERTAKINGS

The Registrant undertakes to make
available, in person or by telephone, representatives to respond to inquiries
made by the Commission staff, and to furnish promptly, when requested to do so
by the Commission staff, information relating to the securities registered
pursuant to Form 40-F; the securities in relation to which the obligation to
file an annual report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant has previously
filed with the Commission a written consent to service of process and power of
attorney on Form F-X. Any change to the name or address of the Registrants
agent for service shall be communicated promptly to the Commission by amendment
to the Form F-X referencing the file number of the Registrant.

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SIGNATURES

Pursuant to the requirements of
the Exchange Act, the Registrant certifies that it meets all of the requirements
for filing on Form 40-F and has duly caused this Annual Report to be signed on
its behalf by the undersigned, thereto duly authorized.

BURCON
      NUTRASCIENCE CORPORATIONAllan YapName: Allan YapTitle: Chairman and Chief Executive Officer


Date: June 23, 2015

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EXHIBIT INDEX

The following documents are being
filed with the Commission as exhibits to this Annual Report on Form 40-F.

|Exhibit | Description                                                                                                                                                                                                                                                                                                                     
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                 
|        | Annual
      Information                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                 
|99.1    | Annual
      Information Form of the Registrant for the year ended March 31, 2015                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                 
|99.2    | Audited Annual Consolidated Financial Statements of the
      Registrant for the year ended March 31, 2015 and notes thereto, presented
      in accordance with International Financial Reporting Standards as issued
      by the International Accounting Standards Board, together with the report
      of auditors thereon
|        |                                                                                                                                                                                                                                                                                                                                 
|99.3    | Managements
      Discussion and Analysis of the Registrant for the year ended March 31,
      2015                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                 
|        | Certifications                                                                                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                 
|99.4    | Certifications by the Chief Executive Officer pursuant to
      Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                 
|99.5    | Certifications by the Chief Financial Officer pursuant to
      Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                 
|99.6    | Certifications by the Chief Executive Officer pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                 
|99.7    | Certifications by the Chief Financial Officer pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                 
|        | Consents                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                 
|99.8    | Consent
      of PricewaterhouseCoopers LLP                                                                                                                                                                                                                                                                                     

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