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 March 2023

Commission File Number: 001-39989

PYROGENESIS CANADA INC.
(Translation of registrant's name into English)

1744, William St. Suite 200
Montreal, QC, H3J1R4
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 ]

 

 


On March 31, 2023, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

EXHIBIT INDEX 

Exhibit Number Description
   
99.1 Press Release dated March 31, 2023


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.

      PYROGENESIS CANADA INC.    
  (Registrant)
   
  
Date: March 31, 2023     /s/ P. Peter Pascali    
  P. Peter Pascali
  Chief Executive Officer
  
EdgarFiling

EXHIBIT 99.1

PyroGenesis Announces 2022 Fourth Quarter and Year End Results

MONTREAL, March 31, 2023 (GLOBE NEWSWIRE) -- PyroGenesis Canada Inc. (http://pyrogenesis.com) (TSX: PYR) (NASDAQ: PYR) (FRA: 8PY), a high-tech company (hereinafter referred to as the “Company” or “PyroGenesis”), that designs, develops, manufactures and commercializes advanced plasma processes and sustainable solutions which are geared to reduce greenhouse gases (GHG), is pleased to announce today its financial and operational results for the fourth quarter and the fiscal year ended December 31st, 2022.

“The industrial decarbonization policy landscape continues to evolve in ways that we expect to benefit the long-term success of our company,” said Mr. P. Peter Pascali, President and CEO of PyroGenesis. “Forward leaning social sentiment has long been the major input driving public and corporate policy on matters like energy transition. Now, with political, structural, and economic forces quickly catching up, PyroGenesis sees itself in a privileged position of being asked not only to supply merchandise, but also directly help customers uncover new avenues for change and transition. It is why, despite a revenue pullback in 2022, that we continue to be excited for the future, and why we have refined our strategy to better reflect the opportunity to directly impact transformational outputs stemming from heavy industry policy change.”

“In Q4, the Company delivered revenue of $3.3 million, and for the full year 2022, revenue was $19 million. From a revenue perspective, it is disappointing that a slower pace of technology adoption occurred in 2022 than was anticipated – particularly with our aluminum sector prospects, as companies adjusted at various points to shortages of raw materials, soaring energy prices, and ongoing international trade and supply chain volatility – which weighed negatively on our results compared to 2021. The Company acknowledges that it is selling into industries contemplating significant technological change, especially in regard to fuel switching to electricity, and with that may come various ramifications including the possibility for significant time lags as customers conduct lengthy due diligence to counter the types of concerns likely seen only during major paradigm shifts. As such, revenues are likely to be irregular and unpredictable quarter to quarter. These possibilities notwithstanding, a renewed interest in business lines such as waste destruction, along with the implementation of cost and resourcing refinements that allowed the Company to post an exceptional 42.8% full year margin, reinforces management’s overall positive undercurrent,” Mr. Pascali added.

Mr. Pascali continued, “While a level of measured caution will continue to exist for even the most sophisticated of potential customers, the degree of uncertainty around decarbonization was reduced further during 2022. As governments – especially in North America with the US Inflation Reduction Act and the major increases to Canadian green energy investment tax credits – implemented billion-dollar incentive programs toward a low-carbon economy, PyroGenesis was engaged in several industry-requested technology research initiatives. While signed order intake slowed in 2022, customer-partnered studies and research increased substantially. There is no guarantee, but we feel that this level of client interaction at the business development level serves to deepen industry relationships and bodes well for future revenue opportunities,” Mr. Pascali added.

Mr. Pascali concluded, “In 2023, we will remain focused on driving major lines of business toward widespread acceptance, moving newer innovations closer to commercialization, and maintaining high margins. Beyond all else, we will strive to close more deals as a result of the volume of client studies underway. With the introduction and rollout of our refined business strategy, outlined in greater detail further below, we believe this to be possible.”

The information below represents important highlights from the past year, followed by an outline of the company’s strategy and outlook for 2023.

Key Strategic Actions

Major Deliverables and Business Milestones

Innovations

Operational

Financial

Outlook

Consistent with the Company’s past practice, and in view of the early stage of market adoption of our core lines of business, we are not providing specific revenue or net income (loss) guidance for 2023.

In 2023, we continue our plan to increase sales, marketing, and R&D efforts in-line with– and in some cases ahead of – the growth curve for industrial change related to greenhouse gas reduction efforts. This includes expanded technology offering and capabilities across the industrial value chain, using an updated strategy that sees the Company bundle its solution-set into verticals that represent key economic drivers for heavy industry.

Overall Strategy

PyroGenesis provides technology solutions to heavy industry that leverage off of the Company’s proprietary position and expertise in ultra-high temperature processes. The Company has evolved from its early roots of being a speciality-engineering firm to being a provider of a robust technology eco-system for heavy industry that helps address key strategic goals.

Aligning Business Lines to Economic Drivers

As interest in the Company’s products has increased and the variety of uses for its core technologies has expanded, the Company has evolved its strategy to concentrate its solution set under three categories. These categories represent economic drivers that are key to global heavy industry:

1. Energy Transition & Emission Reduction:

2. Commodity Security & Optimization:

3. Waste Remediation:

Within each category the Company offers several solutions at different stages leading up to commercialization, including the partial list in the diagram below:


The Company believes its strategy to be timely, as multiple heavy industries are committing to major carbon and waste reduction targets at the same time as many governments are increasingly funding environmental technologies and infrastructure projects – all while both are making efforts to ensure the availability of critical minerals during the coming decades of increased output demand.

While there can be no guarantee, the Company believes this evolution of its strategy beyond a greenhouse gas emission reduction emphasis, to an expanded focus that encapsulates the key verticals listed above, both improves the Company’s chances for success while also providing a clearer picture of how the Company’s wide array of offerings work in tandem to support heavy industry goals.

PyroGenesis’ market opportunity remains large, as major industries such as aluminum, steelmaking, manufacturing, and government require factory-ready, technology-based solutions to help steer through the paradoxical landscape of increasing demand and tightening regulations and material availability.

As more of the Company’s offerings reach full commercialization, PyroGenesis will remain focused on attracting influential customers in broad markets, and ensuring that operating expenses are controlled to achieve profitable growth.

Financial Summary

Revenues

PyroGenesis recorded revenue of $3.3 million in the fourth quarter of 2022 (“Q4, 2022”), representing a decrease of $3.9 million compared with $7.2 million recorded in the fourth quarter of 2021 (“Q4, 2021”). Revenue for fiscal 2022 was $19.0 million a decrease of $12.1 million over revenue of $31.1 million compared to fiscal 2021.

Revenues recorded in fiscal 2022 were generated primarily from:
 (i)PUREVAP™ related sales of $6,272,697 (2021 - $6,138,111)
 (ii)DROSRITE™ related sales of $1,912,807 (2021 - $7,940,771)
 (iii)support services related to systems supplied to the US Navy $1,288,356 (2021 - $7,522,809)
 (iv)torch related sales of $5,558,210 (2021 - $2,084,511)
 (v)biogas upgrading & pollution controls of $3,347,443 (2021 - $6,800,090)
 (vi)other sales and services $633,990 (2021 - $582,058)

Q4, 2022 revenues decreased by $3.9 million, mainly as a result of:

Fiscal 2022 revenues decreased by $12.1 million, mainly as a result of:

PUREVAP™ related sales includes revenue from the sale of technologies in the amount of $3.6 million ($3.3 million in 2021). See note 7 to the 2022 consolidated financial statements.

As of March 30, 2023, revenue expected to be recognized in the future related to backlog of signed and/or awarded contracts is $32.4 million. Revenue will be recognized as the Company satisfies its performance obligations under long-term contracts, which is expected to occur over a maximum period of approximately 3 years.

Cost of Sales and Services and Gross Margins

Cost of sales and services was $2.8 million in Q4, 2022, representing a decrease of 52% compared to $5.9 million in Q4, 2021, primarily due to decreases in subcontracting $0.1 million (Q4, 2021 - $0.2 million), direct materials $1.0 million (Q4, 2021 - $4.5 million), manufacturing overhead & other $0.3 million (Q4, 2021 - $0.4 million), foreign exchange charge on materials $0.2 million, (Q4, 2021 – ($0.3 million), which is largely due to the decrease in product and service-related revenues, as well as being negatively impacted by the foreign exchange charge on materials, and a decrease in investment tax credits ($0.02 million) due to a lower levels of qualifying projects.

Fiscal 2022, cost of sales and services was $10.9 million, representing a decrease of 42% compared to $18.6 million in 2021, primarily due to the decrease of product and service-related revenues in the Company and its subsidiaries. Decreases in direct materials $4.7 million (2021 - $14.3 million) and investment tax credits ($0.07 million) (2021 – ($0.1 million)), were offset by the increases in employee compensation $3.7 million (2021 - $2.6 million), subcontracting $1.3 million (2021 - $0.9 million), manufacturing overhead & other $1.4 million (2021 - $1.1 million), foreign exchange charge on materials ($1.0 million) (2021 – ($0.6 million), totaling an increase of $5.4 million compared to $4.1 million in 2021. The increase in employee compensation, subcontracting, and manufacturing overhead & other is primarily related to an increase in labour intense projects, which require additional engineering hours, as well as specific subcontracting work related to equipment capacity improvements, mainly for torch-related sales, and the increase to manufacturing and other was due to higher utility costs, and equipment rentals, such as cranes and power generators. These increases were offset by the decrease in direct materials and by the foreign exchange charge on materials.

The gross margin for Q4, 2022 was $0.5 million or 14.5% of revenue compared to a gross margin of $1.3 million or 18.1% of revenue for Q4, 2021, the decrease in gross margin was mainly attributable to the negative impact in foreign exchange charge on materials of $0.5 million.

Fiscal 2022, gross margin was $8.1 million or 42.8% of revenue compared to a gross margin of $12.4 million or 40% for fiscal 2021. As a result of the type of contracts being executed, the nature of the project activity, as well as the composition of the cost of sales and services, the mix between labour, materials and subcontracts may be significantly different. The cost of sales and services for 2022 and 2021 are in line with management’s expectations and with the nature of revenue.

Investment tax credits recorded against cost of sales are related to projects that qualify for tax credits from the provincial government of Quebec. Qualifying tax credits decreased in Q4, 2022 to $0.02 million compared to $0.07 million for Q4,2021. In 2022, $0.07 million compared to $0.1 million in 2021. The decrease in fiscal 2022 is primarily related to less contracts being eligible for qualifying tax credits.

The amortization of intangible assets for Q4, 2022 was $0.2 million compared to $0.4 million for Q4, 2021. In 2022, the amortization of intangible assets was $0.9 million compared to $0.5 million for 2021. The increase in 2022, relates mainly to the intangible assets in connection with the Pyro Green-Gas acquisition, patents and deferred development costs. These expenses are non-cash items and will be amortized over the duration of the patent lives.

Selling, General and Administrative Expenses

Included within Selling, General and Administrative expenses (“SG&A”) are costs associated with corporate administration, business development, project proposals, operations administration, investor relations and employee training.

SG&A expenses for Q4, 2022 were $10.4 million, representing a decrease of 13% compared to $11.9 million for Q4, 2021. The decrease is mainly a result of employee compensation decreasing to $2.5 million (Q4, 2021 – 4.6 million), due to lower levels of eligible commissions and bonuses, a decrease in share-based compensation of $3.6 million (a non- cash expense related to a Q4 2021 grant not repeated in 2022), and a decrease in other expenses, which in Q4 2021 comprised of insurances, taxes, interest, and bank charges. Professional fees for Q4 2022 were greater due to an increase in legal fees, accounting fees, investor relation fees and patent expenses. In addition, in Q4 2022 a credit loss of $4.5 million was recorded related to collection of accounts receivable, also a non-cash expense.

SG&A expenses for fiscal 2022 were $29.0 million, representing an increase of 7% compared to $27.2 million for fiscal 2021. The SG&A expense now includes those of Pyro Green-Gas for the full year, versus approximately 5 months for fiscal 2021, increased due to the following:

 i)a decrease of $0.6 million in employee compensation primarily due to a decrease in commissions and bonuses,
 ii)an increase of $1.3 million for professional fees, primarily due to an increase in consulting fees, accounting and audit fees, legal fees, investor relation fees and public listing fees,
 iii)an increase of $0.5 million in office and general expenses, is primarily due to information technology expenses including those related to the new ERP system,
 iv)depreciation on property and equipment increased by $0.2 million due to higher amounts of property and equipment being depreciated,
 v)Bad debt provision increased by $4.5 million, of which $4.2 million is attributable to accounts receivable and $0.3 million related to costs and profits in excess of billings on uncompleted contracts.

Separately, share-based payments decreased to $1.3 million for Q4, 2022 (Q4, 2021 - $4.9 million) and decreased to $5,538,463 in 2022, compared to $9,762,745 over the same period in 2021. This was directly impacted by the vesting structure of the stock option plan with options vesting between 10% and 100% on the grant date requiring an immediate recognition of that cost.

Depreciation on Property and Equipment

During the three months ended December 31, 2022, deprecation on property and equipment increased to $0.2 million compared to $0.1 million for the same period in the prior year. The 54% increase is due to the equipment under construction placed in service.

The depreciation on property and equipment increased to $0.6 million in 2022, compared to $0.4 million in 2021. The 70% increase is due to higher amounts of property and equipment being depreciated.

Research and Development (“R&D”) Expenses

During the three months ended December 31, 2022, the Company incurred $0.7 million of R&D expenses, net of government grants, on internal projects in Q4 2022, a decrease of 36% compared to $1.1 million for the same period in the prior year.

The Company incurred $2.3 million of R&D expenses, net of government grants, on internal projects in 2022, a decrease of 9% compared to $2.5 million in 2021. The decrease in 2022 is due to a decrease in R&D activities, the type of contracts being executed, the nature of the project activity, and the decrease in government grants of $Nil compared to ($0.1 million) reported in 2021.

In addition to internally funded R&D projects, the Company also incurred R&D expenditures during the execution of client-funded projects. These expenses are eligible for Scientific Research and Experimental Development (“SR&ED”) tax credits. SR&ED tax credits on client-funded projects are applied against cost of sales and services (see “Cost of Sales” above).

Financial Expenses

During the three months ended December 31, 2022, financial expenses decreased to $0.03 million compared to $0.3 million for the same period in the prior year. The decrease is due to the various decreases in interest on term loans, penalties, and other interest expenses, not repeated in 2022.

Financial expenses for 2022 totaled $0.6 million as compared with $0.4 million for 2021, representing an increase of $0.1 million year-over-year. The increase in finance costs, is primarily attributable to the increase in accretion on the balance due on business combination and interest on the increased lease liability balance.

Strategic Investments

During the three months ended December 31, 2022, the adjustment to the fair market value of strategic investments resulted in a loss of $0.2 million compared to $11.0 million for the same period in the prior year. The 98% increase is primarily due to the closing share price of the HPQ common shares, used in determining the fair value.

The adjustment to the fair market value of strategic investments in 2022 resulted in a loss of $8.3 million compared to a loss in the amount of $21.4 million in 2021, representing a variation of $13.1 million. The variation is primarily attributable to closing share price of the HPQ common shares, used in determining the fair value of common shares and warrants owned by the Company of HPQ Silicon Inc.

Comprehensive (Loss) Income

The comprehensive loss for 2022 of $32.2 million compared to a loss of $38.4 million, in 2021, represents a decrease of 16% year-over-year. The variation of $6.3 million in the comprehensive loss in 2022 is primarily attributable to the factors described above, which have been summarized as follows, and includes the profit and loss items of Pyro Green-Gas since the acquisition date:

(i)a decrease in product and service-related revenue of $12.1 million arising in 2022,

(ii)a decrease in cost of sales and services of $7.8 million, primarily due to a decrease in direct materials, and investment tax credits,

(iii)an increase in SG&A expenses of $1.8 million arising in 2022 primarily due to an increase in professional fees, office & general, travel, depreciation of property and equipment, depreciation of ROU assets, government grants, other expenses, and the allowance for credit loss of $4.5 million,

(iv)a decrease in R&D expenses of $0.2 million primarily related to the decrease in government grants and an increase in investment tax credits,

(v)a decrease in share-based expenses of $4.2 million,

(vi)a decrease in changes in fair market value of strategic investments and net finance costs of $12.9 million,

(vii)a decrease in income taxes of $815,944.

In Q4 2022, the comprehensive loss is $11.6 million favorable, compared to Q4 2021, due to the reasons detailed above and summarized mainly as the reduction is revenue of $3.9 million, favorable impact of SG&A salaries and share-based expenses, offset by the allowance for credit loss of $4.48 million and an adjustment for change in fair value of strategic investment which is $10.8 million favorable versus Q4 2021.

Liquidity and Capital Resources

As at December 31, 2022, the Company had cash of $3.4 million, included in the net working capital of $1.7 million. Certain working capital items such asBillings in excess of costs and profits on uncompleted contractsdo not represent a direct outflow of cash. The Company expects that with its cash, liquidity position, the proceeds available from the strategic investment and access to capital markets it will be able to finance its operations for the foreseeable future.

The Company’s term loan balance at December 31, 2022 was $389,987, and the increase since January 1, 2022, was mainly attributable to the additional proceeds received on the Economic Development Agency of Canada loan. This loan is interest free and will remain so, until the balance is paid over the 60 month period ending March 2029. The average interest expense on the other term loans was 7.2% in 2022 and in 2021. The Company does not expect changes to the structure of term loans in the next fiscal year. The Company maintained two credit facilities which bear interest at variable rates of 7.45% and 8% at December 31, 2022. The Company expects to reimburse a portion of the credit facilities during 2023, and extending the due date of the remaining balance, while maintaining the similar conditions.

About PyroGenesis Canada Inc.

PyroGenesis Canada Inc., a high-tech company, is a proud leader in the design, development, manufacture and commercialization of advanced plasma processes and sustainable solutions which reduce greenhouse gases (GHG) and are economically attractive alternatives to conventional “dirty” processes. PyroGenesis has created proprietary, patented and advanced plasma technologies that are being vetted and adopted by industry leaders in four massive markets: iron ore pelletization, aluminum, waste management, and additive manufacturing. With a team of experienced engineers, scientists and technicians working out of its Montreal office, and its 3,800 m2 and 2,940 m2 manufacturing facilities, PyroGenesis maintains its competitive advantage by remaining at the forefront of technology development and commercialization. The operations of PyroGenesis are ISO 9001:2015 and AS9100D certified, having been ISO certified since 1997. For more information, please visit: www.pyrogenesis.com.

Cautionary and Forward-Looking Statements

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable securities laws, including, without limitation, statements regarding anticipated use of the net proceeds of the Private Placement. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance.

Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the risk factors identified under “Risk Factors” in the Company’s latest annual information form, and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities, all of which are available under the Company’s profile on SEDAR at www.sedar.com, or at www.sec.gov. These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release. The Company undertakes no obligation to publicly update or revise any forward-looking statement, except as required by applicable securities laws.

Neither the Toronto Stock Exchange, its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) nor the NASDAQ Stock Market, LLC accepts responsibility for the adequacy or accuracy of this press release.

FURTHER INFORMATION

Additional information relating to Company and its business, including the 2022 Financial Statements, the Annual Information Form and other filings that the Company has made and may make in the future with applicable securities authorities, may be found on or through SEDAR at www.sedar.com, EDGAR at www.sec.gov or the Company’s website at www.pyrogenesis.com.

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, is also contained in the Company’s most recent management information circular for the most recent annual meeting of shareholders of the Company.

For further information please contact:
Rodayna Kafal, Vice President, IR/Comms. and Strategic BD
Phone: (514) 937-0002, E-mail: ir@pyrogenesis.com

RELATED LINK: http://www.pyrogenesis.com/

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/e92b6059-abc2-46f8-ab10-1701330ce242