Avricore Health Inc 6-K, filed May 11, 2026
Avricore Health Inc. (AVCRF)
About this 6-K
Avricore Health Inc filed this 6-K on May 11, 2026.
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 April, 2026.
Commission File Number: 000-51848
Avricore Health Inc.
(Exact name of registrant as specified in its charter)
1120-789 West Pender St, Vancouver, BC, V6C 1H2
(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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): NO
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): NO
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Exhibits
The following exhibits are included in this form 6-K:
| Exhibit No. | Description | Date Released | ||
| 1 | Audited Annual Financial Statements | April 30, 2026 | ||
| 2 | Annual MD&A | April 30, 2026 | ||
| 3 | 52-109FV1 - Certification of annual filings - CEO | April 30, 2026 | ||
| 4 | 52-109FV1 - Certification of annual filings - CFO | April 30, 2026 | ||
| 5 | AB Form 13-501 F1-Class 1 and 3B Reporting Issuers-Participation Fee | April 30, 2026 | ||
| 7 | News Release- Avricore Health Achieves Milestones and Outlines UK Expansion Roadmap for HealthTab™ Platform | April 21, 2026 |
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.
| AVRICORE HEALTH INC. | ||
| By | “Kiki Smith” | |
Date: May 08, 2026 |
Kiki Smith | |
| Chief Financial Officer | ||
| SEC1815(04-09) | Persons
who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number |
Exhibit 1
Avricore Health Inc.
Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Avricore Health Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Avricore Health Inc. and its subsidiaries (together, the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in equity and cash flows for the years ended December 31, 2025, 2024 and 2023, including the related notes (collectively referred to as the “Financial Statements”).
In our opinion, the Financial Statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years ended December 31, 2025, 2024 and 2023 in conformity with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board.
Explanatory Paragraph – Going Concern
The accompanying Financial Statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1, the Company has recurring net losses and negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and plans in regard to these matters are also described in Note 1. The Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These Financial Statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s Financial Statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the Financial Statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the Financial Statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the Financial Statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Financial Statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the Financial Statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the Financial Statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the Financial Statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment of Equipment and Related Intangible Asset
Critical Audit Matter Description
We draw your attention to Notes 3(l), 6 and 7 of the Financial Statements. During the year, the agreement with the Company’s major customer was not renewed and expired on March 31, 2025. The loss of this major customer has significantly impacted the Company’s revenue and financial position in the December 31, 2025 year end. As a result, the Company performed an impairment test and recognized an impairment loss of $422,950 for equipment and an impairment loss of $70,594 for the related intangible assets. Significant judgment is exercised by the Company in performing its impairment assessment and significant assumptions are used in the impairment test, and include the following:
| ● | The determination of the appropriate cash-generating unit (“CGU”) to consider how the Company’s equipment and related intangible assets generate cash inflows. |
| ● | The determination that the fair value less cost of disposal was appropriate as a basis for the recoverable amount as the value in use would not derive value because of current and expected significant losses and negative CGU cashflows. |
| ● | The fair value less cost of disposal was estimated based on measurable resale values, considering the assets’ condition and supportable marketability. |
Given these factors, the related audit effort in evaluating management’s judgments in determining the impairment recognized and the carrying value of equipment as of December 31, 2025 was significant and required a high degree of auditor judgment.
How the Critical Audit Matter was Addressed in the Audit
We responded to this matter by performing the following procedures:
| ● | We evaluated management’s methodology and assumptions used in determining that fair value less cost of disposal was the appropriate basis for the recoverable amount. We considered the current and expected negative CGU cash flows for the value-in-use in assessing the use of fair values less cost of disposal as the basis for the recoverable amount. |
| ● | We assessed the reasonableness of recoverable amounts estimated for equipment and related intangibles on measurable resale values, considering the assets’ condition and supportable marketability. |
| ● | We assessed whether the impairment loss was appropriately allocated to the Company’s equipment and related intangibles in accordance with IAS 36. |
| ● | We reviewed the adequacy of the related disclosures in the Financial Statements. |
CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, Canada
April 30, 2026
PCAOB ID: 1524
We have served as the Company’s auditor since 2020.
Avricore Health Inc.
Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
| Note | December 31, 2025 | December 31, 2024 | |||||||
| $ | $ | ||||||||
| ASSETS | |||||||||
| Current Assets | |||||||||
| Cash and cash equivalents | 227,918 | 1,132,392 | |||||||
| Term deposit | 10,000 | 10,000 | |||||||
| Accounts receivable | 4 | 37,332 | 419,587 | ||||||
| Prepaid expenses and deposits | 5 | 91,083 | 20,470 | ||||||
| Inventory | - | 507 | |||||||
| 366,333 | 1,582,956 | ||||||||
| Equipment | 6 | 196,789 | 656,441 | ||||||
| Intangible assets | 7 | 3 | 59,147 | ||||||
| Total Assets | 563,125 | 2,298,544 | |||||||
| LIABILITIES | |||||||||
| Current Liabilities | |||||||||
Accounts payable and accrued liabilities |
8 | 173,561 | 330,817 | ||||||
| 173,561 | 330,817 | ||||||||
| EQUITY | |||||||||
| Share capital | 10 | 27,304,793 | 27,304,793 | ||||||
| Reserves | 10 | 7,348,195 | 7,067,518 | ||||||
| Accumulated other comprehensive loss | (140 | ) | (47 | ) | |||||
| Deficit | (34,263,284 | ) | (32,404,537 | ) | |||||
| 389,564 | 1,967,727 | ||||||||
| Total Liabilities and Equity | 563,125 | 2,298,544 | |||||||
Nature of operations and going concern (Note 1)
Subsequent events (Note 20)
Approved and authorized for issuance on behalf of the Board of Directors on April 30, 2026.
| “Rodger Seccombe” | “David Hall” | |
| Rodger Seccombe, Director | David Hall, Chairman |
The accompanying notes are an integral part of these consolidated financial statements
| 4 |
Avricore Health Inc.
Consolidated Statements of Operations and Comprehensive Loss
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| Note | 2025 | 2024 | 2023 | |||||||||||
| $ | $ | $ | ||||||||||||
| Revenue | 14 & 18 | 533,884 | 4,785,711 | 3,485,147 | ||||||||||
| Cost of sales | 19 | (295,589 | ) | (2,905,424 | ) | (2,281,751 | ) | |||||||
| Gross profit | 238,295 | 1,880,287 | 1,203,396 | |||||||||||
| Expenses | ||||||||||||||
| Advertising and promotion | - | - | 1,035 | |||||||||||
| Amortization | 6 | 1,967 | 3,137 | 2,347 | ||||||||||
| Consulting | 12 | 320,640 | 276,000 | 236,117 | ||||||||||
| General and administrative | 11 | 467,326 | 409,398 | 339,369 | ||||||||||
| Management fees | 12 | 90,000 | 216,000 | 216,000 | ||||||||||
| Shareholder communications | 41,954 | 49,932 | 112,234 | |||||||||||
| Professional fees | 12 | 311,195 | 255,655 | 285,935 | ||||||||||
| Severance benefits | 12 | 108,000 | - | - | ||||||||||
| Share-based compensation | 10 & 12 | 280,677 | 541,164 | 703,612 | ||||||||||
| (1,621,759 | ) | (1,751,286 | ) | (1,896,649 | ) | |||||||||
| Income (Loss) before other income (expense) | (1,383,464 | ) | 129,001 | (693,253 | ) | |||||||||
| Other income (expense) | ||||||||||||||
| Foreign exchange gain (loss) | (764 | ) | (5,006 | ) | (6,652 | ) | ||||||||
| Interest income | 12,124 | 1,235 | 3,284 | |||||||||||
| Loss on impairment of equipment | 6 | (422,950 | ) | (772,174 | ) | - | ||||||||
| Loss on impairment of intangible assets | 7 | (70,594 | ) | - | - | |||||||||
| Loss on disposal of equipment | 6 | - | (32,033 | ) | - | |||||||||
| Recovery (write-off) of accounts receivable | 6,901 | - | (4,594 | ) | ||||||||||
| Gain on settlement of loan | 9 | - | 10,000 | |||||||||||
| Net loss for the year | (1,858,747 | ) | (668,977 | ) | (701,215 | ) | ||||||||
| Other comprehensive loss: | ||||||||||||||
| Foreign currency translation | (93 | ) | (47 | ) | - | |||||||||
| Comprehensive loss for the year | (1,858,840 | ) | (669,024 | ) | (701,215 | ) | ||||||||
| Basic and diluted loss per share | (0.02 | ) | (0.01 | ) | (0.01 | ) | ||||||||
| Weighted Average Number of Common Shares Outstanding: | ||||||||||||||
| Basic and diluted | 101,289,664 | 100,313,189 | 99,559,459 | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements
| 5 |
Avricore Health Inc.
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| Number of Shares | Share Capital | Warrant Reserve | Option Reserve | Contributed surplus | Accumulated Other Comprehensive Loss | Deficit | Total | |||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Balance, December 31, 2022 | 99,244,664 | 27,064,727 | 901,229 | 5,032,479 | - | - | (31,034,345 | ) | 1,964,090 | |||||||||||||||||||||||
| Exercise of options | 400,000 | 121,387 | - | (78,887 | ) | - | - | - | 42,500 | |||||||||||||||||||||||
| Share-based compensation | - | - | - | 703,612 | - | - | - | 703,612 | ||||||||||||||||||||||||
| Net loss for the year | - | - | - | - | - | - | (701,215 | ) | (701,215 | ) | ||||||||||||||||||||||
| Balance, December 31, 2023 | 99,644,664 | 27,186,114 | 901,229 | 5,657,204 | - | - | (31,735,560 | ) | 2,008,987 | |||||||||||||||||||||||
| Exercise of options | 1,645,000 | 118,679 | - | (32,079 | ) | - | - | - | 86,600 | |||||||||||||||||||||||
| Share-based compensation | - | - | - | 541,164 | - | - | - | 541,164 | ||||||||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | (47 | ) | - | (47 | ) | ||||||||||||||||||||||
| Net loss for the year | - | - | - | - | - | - | (668,977 | ) | (668,977 | ) | ||||||||||||||||||||||
| Balance, December 31, 2024 | 101,289,664 | 27,304,793 | 901,229 | 6,166,289 | - | (47 | ) | (32,404,537 | ) | 1,967,727 | ||||||||||||||||||||||
| Expired warrants | - | - | (901,229 | ) | - | 901,229 | - | - | - | |||||||||||||||||||||||
| Expired and cancelled options | - | - | - | (4,219,875 | ) | 4,219,875 | - | - | - | |||||||||||||||||||||||
| Share-based compensation | - | - | - | 280,677 | - | - | - | 280,677 | ||||||||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | (93 | ) | - | (93 | ) | ||||||||||||||||||||||
| Net loss for the year | - | - | - | - | - | - | (1,858,747 | ) | (1,858,747 | ) | ||||||||||||||||||||||
| Balance, December 31, 2025 | 101,289,664 | 27,304,793 | - | 2,227,091 | 5,121,104 | (140 | ) | (34,263,284 | ) | 389,564 | ||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
| 6 |
Avricore Health Inc.
Consolidated Statements of Cash Flows
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 2025 | 2024 | 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Operating Activities | ||||||||||||
| Net loss | $ | (1,858,747 | ) | $ | (668,977 | ) | $ | (701,215 | ) | |||
| Adjustment for non-cash items: | ||||||||||||
| Amortization | 139,615 | 450,196 | 420,067 | |||||||||
| Share-based compensation | 280,677 | 541,164 | 703,612 | |||||||||
| Gain on settlement of loan | - | (10,000 | ) | - | ||||||||
| (Recovery) / write off of accounts receivable | (6,901 | ) | - | 4,594 | ||||||||
| Loss on impairment of equipment | 422,950 | 772,174 | - | |||||||||
| Loss on impairment of intangible assets | 70,594 | - | - | |||||||||
| Loss on disposal of fixed assets | - | 32,033 | - | |||||||||
| Change in working capital items: | ||||||||||||
| Accounts receivable | 389,156 | 8,102 | 338,090 | |||||||||
| Inventory | 507 | 20,169 | (20,676 | ) | ||||||||
| Prepaid expenses and deposits | (70,613 | ) | 18,155 | (8,394 | ) | |||||||
| Deferred revenue | - | - | (252,000 | ) | ||||||||
| Accounts payable and accrued liabilities | (157,171 | ) | (158,401 | ) | 176,325 | |||||||
| Net cash provided by (used in) operating activities | (789,933 | ) | 1,004,615 | 660,403 | ||||||||
| Investing Activities | ||||||||||||
| Investment in intangible asset (software) | (25,865 | ) | (24,253 | ) | (25,288 | ) | ||||||
| Purchase of equipment | (88,497 | ) | (181,094 | ) | (1,021,571 | ) | ||||||
| Net cash used in investing activities | (114,362 | ) | (205,347 | ) | (1,046,859 | ) | ||||||
| Financing Activities | ||||||||||||
| Proceeds from exercise of stock options | - | 86,600 | 42,500 | |||||||||
| Loan repayments | - | (30,000 | ) | - | ||||||||
| Net cash provided by financing activities | - | 56,600 | 42,500 | |||||||||
| Increase (decrease) in cash and cash equivalents | (904,295 | ) | 855,868 | (343,956 | ) | |||||||
| Effects of foreign exchange translation on cash and cash equivalents | (179 | ) | (47 | ) | - | |||||||
| Cash and cash equivalents, beginning of year | 1,132,392 | 276,571 | 620,527 | |||||||||
| Cash and cash equivalents, end of year | 227,918 | 1,132,392 | 276,571 | |||||||||
Supplemental cash flow information (Note 15)
The accompanying notes are an integral part of these consolidated financial statements
| 7 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 1. | NATURE OF OPERATIONS AND GOING CONCERN |
Avricore Health Inc. (the “Company”) was incorporated under the Company Act of British Columbia on May 30, 2000. The Company’s common shares trade on the TSX Venture Exchange (the “Exchange”) under the symbol “AVCR” and are quoted on the OTCQB Market as “AVCRF”. The Company’s registered office is at 700 – 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5.
The Company is involved in the business of health data and point-of-care technologies (“POCT”).
The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operations for the foreseeable future and be able to realize assets and satisfy liabilities in the normal course of business. The availability of sufficient cash flows to fund the Company’s operations are dependent on revenues and other financing sources which are subject to uncertainty. The Company has recurring net losses and negative cash flows from operations and experienced a significant decrease in sales during the year ended December 31, 2025. As at December 31, 2025, the Company has an accumulated deficit of $34,263,284. These factors raise a material uncertainty that may raise substantial doubt on the Company’s ability to continue as a going concern.
The continuation of the Company as a going concern is dependent upon its ability to generate revenue from its operations and/or raise additional financing to cover ongoing cash requirements. The consolidated financial statements do not reflect any adjustments, which could be material, to the carrying values of assets and liabilities, which may be required should the Company be unable to continue as a going concern.
| 2. | BASIS OF PRESENTATION |
| a) | Statement of compliance |
The consolidated financial statements for the years ended December 31, 2025, 2024, and 2023 have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”).
| b) | Basis of preparation |
The consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The material accounting policies are presented in Note 3 of the annual consolidated financial statements for the year ended December 31, 2025 and have been consistently applied in each of the periods presented. The consolidated financial statements are presented in Canadian dollars, which is the presentation and functional currency of the Company. The functional currency of the Company’s wholly owned subsidiary HealthTab Ltd. is the UK pound sterling.
The preparation of consolidated financial statements in accordance with IFRS requires the Company’s management to make estimates, judgments and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes. The areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3 (m). Actual results might differ from these estimates. The Company’s management reviews these estimates and underlying judgments on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the year in which the estimates are revised.
| 8 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 2. | BASIS OF PRESENTATION (continued) |
| c) | Basis of consolidation |
The consolidated financial statements include the assets, liabilities and results of operations of all entities controlled by the Company. Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated in preparing the Company’s consolidated financial statements. Where control of an entity is obtained during a financial year, its results are included in the consolidated statements of operations and comprehensive loss from the date on which control commences. Where control of an entity ceases during a financial year, its results are included for that part of the year during which control exists.
These consolidated financial statements include the accounts of the Company and its controlled wholly owned Canadian subsidiary, HealthTabTM Inc and HealthTab Inc.’s wholly owned United Kingdom subsidiary, HealthTabTM Ltd.
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES |
| a) | Revenue recognition |
The Company’s revenues are generated from operating leases of the POCT system and sale of testing panels. Revenue comprises the fair value of the consideration received or receivable and is shown net of tax and discounts.
The Company recognizes revenue to depict the transfer of goods and services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services by applying the following steps:
| ● | Identify the contract with a customer; |
| ● | Identify the performance obligations in the contract; |
| ● | Determine the transaction price; |
| ● | Allocate the transaction price to the performance obligations; and |
| ● | Recognize revenue when, or as, the Company satisfies a performance obligation. |
Revenue may be earned over time as the performance obligations are satisfied or at a point in time which is when the entity has earned a right to payment, the customer has possession of the asset and the related significant risks and rewards of ownership, and the customer has accepted the asset.
The Company’s arrangements with customers can include multiple performance obligations. When contracts involve various performance obligations, the Company evaluates whether each performance obligation is distinct and should be accounted for as a separate unit of accounting under IFRS 15, Revenue from Contracts with Customers.
| 9 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) |
| a) | Revenue recognition (continued) |
The Company determines the standalone selling price by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include discounting practices, the size and volume of our transactions, our marketing strategy, historical sales and contract prices. The determination of standalone selling prices is made through consultation with and approval by management, taking into consideration our go-to-market strategy. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in relative standalone selling prices.
The Company generally receives payment from its customers after invoicing within the normal 28-day commercial terms. If a customer is specifically identified as a credit risk, recognition of revenue is deferred except to the extent of fees that have already been collected.
| b) | Leases |
A contract is, or contains, a lease if the contract conveys a lessee the right to control the use of lessor’s identified asset for a period of time in exchange for consideration.
The Company as a lessee
A lease liability is recognized at the commencement of the lease term at the present value of the lease payments that are not paid at that date. At the commencement date, a corresponding right-of-use asset is recognized at the amount of the lease liability, adjusted for lease incentives received, retirement costs and initial direct costs. Depreciation is recognized on the right-of-use asset over the lease term. Interest expense is recognized on the lease liabilities using the effective interest rate method and payments are applied against the lease liability.
Key areas where management has made judgments, estimates, and assumptions related to the application of IFRS 16 include:
| - | The incremental borrowing rates are based on judgments including economic environment, term, currency, and the underlying risk inherent to the asset. The carrying balance of the right-of-use assets, lease liabilities, and the resulting interest expense and depreciation expense, may differ due to changes in the market conditions and lease term. |
| - | Lease terms are based on assumptions regarding extension terms that allow for operational flexibility and future market conditions. |
The Company as a lessor
A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. All other leases are classified as finance leases.
Leases of the Company’s POCT systems to customers are classified as operating leases. Lease payments from operating leases are recognized as income on a straight-line basis. All costs, including depreciation, incurred in earning the operating lease income are recognized as cost of sales. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of the underlying asset and recognized as an expense over the lease term on the same basis as the lease income. The depreciation for depreciable underlying assets subject to operating leases is in accordance with depreciation policy for the Company’s equipment.
| 10 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) |
| c) | Foreign currency |
Foreign currency transactions are translated into the functional currency of the respective entity, using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items at year-end exchange rates are recognized in profit or loss.
Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction and are not retranslated. Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined.
The results and financial position of consolidated entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
| ● | Equity is translated at historical rates of exchange at the reporting date. |
| ● | Assets and liabilities are translated at the closing rate at the reporting date. |
| ● | Income and expenses are translated at average exchange rates for the year. |
| ● | All resulting exchange differences are recognized in other comprehensive income as cumulative foreign currency translation adjustments. |
| d) | Cash and cash equivalents |
Cash and cash equivalents include cash on account, demand deposits and money market investments with maturities from the date of acquisition of three months or less, which are readily convertible to known amounts of cash and are subject to insignificant changes in value.
| e) | Intangible assets |
All intangible assets acquired separately by the Company are recorded at cost on the date of acquisition. Intangible assets that have indefinite lives are measured at cost less accumulated impairment losses. Intangible assets that have finite useful lives are measured at cost less accumulated amortization and accumulated impairment losses. Intangible assets comprise of software, intellectual property, trademarks and web domains and distribution rights, which are amortized on a straight-line basis over 3 years. The Company’s system software is amortized on a declining balance basis at 20%. Amortization rates are reviewed annually to ensure they are aligned with estimates of remaining economic useful lives of the associated intangible assets.
| f) | Equipment |
Equipment acquired by the Company is recorded at cost on the date of acquisition. Equipment is stated at historical cost less accumulated amortization and accumulated impairment losses. Amortization is calculated on a declining balance method over their estimated useful lives. The Company’s system hardware is amortized at 55% and system analyzers at 20%.
| 11 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) |
| g) | Share-based payments |
The Company operates an incentive share purchase option plan. Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the option reserve. The fair value of options is determined using the Black-Scholes option pricing model, which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.
| h) | Share capital |
Proceeds from the exercise of stock options and warrants are recorded as share capital in the amount for which the option or warrant enabled the holder to purchase a share in the Company. Any previously recorded share-based payment related to the options or warrants exercised included in reserves is transferred to share capital on the exercise of options or warrants. Share capital issued for non-monetary consideration is valued at the closing market price at the date of issuance. The proceeds from issuance of units are allocated between common shares and warrants based on the residual method. Under this method, the proceeds are allocated first to share capital based on the fair value of the common shares at the time the units are issued and any residual value is allocated to the warrants reserve. Consideration received for the exercise of warrants is recorded in share capital, and any related amount recorded in warrants reserve is transferred to share capital.
| i) | Income (loss) per share |
Basic income (loss) per share is calculated by dividing the net income (loss) available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. In a loss year, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive. Basic and diluted income (loss) per share are the same for the periods presented.
| j) | Income taxes |
Income tax expense, consisting of current and deferred tax expense, is recognized in the statements of operations. Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at period-end, adjusted for amendments to tax payable with regard to previous years.
Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income (loss) in the period that substantive enactment occurs.
| 12 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) |
| j) | Income taxes (continued) |
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
| k) | Financial instruments |
Classification
The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”), or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has opted to measure them at FVTPL.
The Company has classified its cash and cash equivalents as FVTPL and term deposit, accounts receivable and accounts payable as amortized cost.
Measurement
Financial assets and liabilities at amortized cost
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus
transaction costs, respectively, and subsequently carried at amortized cost less any impairment.
Financial assets and liabilities at FVTPL
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the profit or loss in the period in which they arise.
Financial assets at FVTOCI
Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income (loss) as they arise.
Impairment of financial assets at amortized cost
An ‘expected credit loss’ impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period. In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
| 13 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) |
| k) | Financial Instruments (continued) |
Derecognition
Financial assets
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss.
| l) | Impairment of equipment and intangible assets |
At the end of each reporting period, the Company reviews the carrying amounts of its equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. Individual assets are grouped together as a cash generating unit for impairment assessment purposes at the lowest level at which there are identifiable cash flows that are independent from other group assets. The Company has one cash generating unit, the HealthTab system, comprised of system software, system analyzers and system hardware.
If any such indication of impairment exists, the Company makes an estimate of its recoverable amount. The recoverable amount is the higher of fair value less costs of disposition and value in use. Where the carrying amount of a cash generating unit exceeds its recoverable amount, the cash generating unit is considered impaired and is written down to its recoverable amount. In assessing the value in use, the estimated future cash flows are adjusted for the risks specific to the cash generating unit and are discounted to their present value with a discount rate that reflects the current market indicators. The recoverable amount of intangible assets with an indefinite useful life, intangible assets not available for use, or goodwill acquired in a business combination are measured annually whether or not there are any indications that impairment exists.
Where an impairment loss subsequently reverses, the carrying amount of the cash generating unit is increased to the revised estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the cash generating unit in prior years. A reversal of an impairment loss is recognized as income immediately.
| m) | Significant accounting estimates and judgments |
Estimates
Significant estimates used in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:
| 14 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) |
| m) | Significant accounting estimates and judgments (continued) |
Share-based payments
The Company grants share-based awards to certain directors, officers, employees, consultants and other eligible persons. For equity-settled awards, the fair value is charged to the statement of operations and comprehensive income ( loss) and credited to the reserves over the vesting period using the graded vesting method, after adjusting for the estimated number of awards that are expected to vest.
The fair value of equity-settled awards is determined at the date of the grant using the Black-Scholes option pricing model. For equity-settled awards to non-employees, the fair value is measured at each vesting date. The estimate of warrant and option valuation also requires determining the most appropriate inputs to the valuation model, including the volatility, expected life of warrants and options, risk free interest rate and dividend yield. Management must also make significant judgments or assessments as to how financial assets and liabilities are categorized.
Estimation of useful lives of equipment and intangible assets
Amortization of equipment and intangible assets (software) is dependent upon estimates of their useful lives. The useful lives of the assets are assessed annually and may vary from previous estimates depending on a number of factors. In reassessing asset lives, factors such as technological innovation, product lifecycles, maintenance, and fair value of equipment are taken into account.
Recoverable amounts of equipment and intangible assets
The carrying amount of the Company’s equipment and intangible assets (software) is reviewed at each financial reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized when the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in profit or loss for the period.
Judgments
Significant judgments used in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:
Revenue recognition
Revenue is recognized when the revenue recognition criteria expressed in the accounting policy disclosed in Note 3(a) have been met. Judgment may be required when allocating revenue or discounts on sales amongst the various elements in a sale involving multiple performance obligations.
Indicators of impairment
Indicators of impairment include observable declines in market value, significant negative changes in sales, or the technological, market, economic, or legal environment and increases in market interest rates. Judgement is required to determine the recoverable amount which is the higher of an assets fair value less costs of disposition and its value in use.
| 15 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) |
| m) | Significant
accounting estimates and judgments (continued) |
Deferred income taxes
Tax interpretations, regulations and legislation in the various jurisdictions in which the Company operates are subject to change. The determination of income tax expense and deferred tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretations of laws in the countries in which the Company operates. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred taxes or the timing of tax payments. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can be utilized without a time limit, that deferred tax asset is usually recognized in full.
Going concern
Management has applied judgements in the assessment of the Company’s ability to continue as a going concern when preparing its financial statements for the year ended December 31, 2025. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. The factors considered by management are disclosed in Note 1.
| n) | Application of new and revised accounting standards and accounting standards issued but not yet effective |
There are no significant changes in accounting policies but several amendments to IFRS Accounting Standards and interpretations became effective for annual periods beginning on or after January 1, 2025.
Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial instruments
The amendments provide guidance on the derecognition of a financial liability settled through electronic transfer, as well as the classification of financial assets for: contractual terms consistent with a basic lending arrangement; assets with non-recourse features and contractually linked instruments.
Additionally, the amendments introduce new disclosure requirements related to investments in equity instruments designated at fair value through other comprehensive income (“FVOCI”), and additional disclosures for financial instruments with contingent features. These amendments are effective for annual reporting periods beginning on or after January 1, 2026. The Company is currently assessing these standards, and their potential impact on the Company in the current or future reporting periods.
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. This standard aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability. In addition, IFRS 18 requires entities to classify income and expenses into five categories, three of which are new – i.e. operating, investing and financing – and the income tax and discontinued operation categories. The new standard sets out detailed requirements for classifying income and expenses into each category. These amendments are effective for annual periods beginning on or after January 1, 2027. The Company is currently assessing the impact that the adoption of IFRS 18 will have on its Financial Statements.
| 16 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 4. | ACCOUNTS RECEIVABLE |
The Company’s accounts receivable consists of the following:
| December 31, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Trade receivables | 11,879 | 414,263 | ||||||
| Other receivable | 12,199 | - | ||||||
| GST receivable | 13,254 | 5,324 | ||||||
| 37,332 | 419,587 | |||||||
| 5. | PREPAID EXPENSES AND DEPOSITS |
The balance consists of prepaid expenses to vendors of $64,882 (December 31, 2024 - $7,408), prepaid business insurance of $5,696 (December 31, 2024 - $1,062) and security deposits of $20,505 (December 31, 2024 - $12,000).
| 6. | EQUIPMENT |
| Equipment | Furniture | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Cost | ||||||||||||
| Balance, December 31, 2023 | 2,320,275 | - | 2,320,275 | |||||||||
| Additions | 181,094 | - | 181,094 | |||||||||
| Impairment | (772,174 | ) | - | (772,174 | ) | |||||||
| Assets written off | (162,686 | ) | - | (162,686 | ) | |||||||
| Balance, December 31, 2024 | 1,566,509 | - | 1,566,509 | |||||||||
| Additions | 73,684 | 14,813 | 88,497 | |||||||||
| Impairment | (422,950 | ) | - | (422,950 | ) | |||||||
| Balance, December 31, 2025 | 1,217,243 | 14,813 | 1,232,056 | |||||||||
| Accumulated Amortization | ||||||||||||
| Balance, December 31, 2023 | 602,280 | - | 602,280 | |||||||||
| Amortization | 438,441 | - | 438,441 | |||||||||
| Assets written off | (130,653 | ) | - | (130,653 | ) | |||||||
| Balance, December 31, 2024 | 910,068 | - | 910,068 | |||||||||
| Amortization | 122,233 | 2,966 | 125,199 | |||||||||
| Balance, December 31, 2025 | 1,032,301 | 2,966 | 1,035,267 | |||||||||
| Carrying value | ||||||||||||
| As at December 31, 2025 | 184,942 | 11,847 | 196,789 | |||||||||
| As at December 31, 2024 | 656,441 | - | 656,441 | |||||||||
Equipment is comprised primarily of system analyzers and system hardware leased to earn revenues. Amortization of equipment included in cost of sales was $137,648 during the year ended December 31, 2025 (2024 - $435,304). Amortization of equipment included in operating expenses was $1,967 during the year ended December 31, 2025 (2024 - $3,137). The Company discontinued the use of certain equipment and recognized a loss on disposition of $Nil during the year ended December 31, 2025 (2024 - $32,033).
| 17 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 6. | EQUIPMENT (continued) |
During the year ending December 31, 2025, the agreement with the Company’s major customer was not renewed and expired on March 31, 2025. The loss of this major customer significantly impacted the Company’s revenue and financial position. As a consequence, the Company performed an impairment test. The Company recognized and determined the recoverable amount to be $184,942 using the fair value less cost of disposal method. The Company recognized an impairment of $422,950 related to system analyzers and system hardware during the year ended December 31, 2025 (2024 - $772,174). The Company has impaired 100% of the equipment expected to be idle.
If impairment loss subsequently reverses, the carrying amount of the cash generating unit will be increased to the revised estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the cash generating unit in prior years. A reversal of an impairment loss will be recognized as income immediately.
| 7. | INTANGIBLE ASSETS |
| Software | HealthTabTM | Corozon | Emerald | Total | ||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Balance, December 31, 2023 | 65,465 | 1 | 1 | 1 | 65,468 | |||||||||||||||
| Additions | 24,253 | - | - | - | 24,253 | |||||||||||||||
| Balance, December 31, 2024 | 89,718 | 1 | 1 | 1 | 89,721 | |||||||||||||||
| Additions | 25,865 | - | - | - | 25,865 | |||||||||||||||
| Impairment | (70,594 | ) | - | - | - | (70,594 | ) | |||||||||||||
| Assets written off | (44,989 | ) | - | - | - | (44,989 | ) | |||||||||||||
| Balance, December 31, 2025 | - | 1 | 1 | 1 | 3 | |||||||||||||||
| Accumulated Amortization | ||||||||||||||||||||
| Balance, December 31, 2023 | 18,819 | - | - | - | 18,819 | |||||||||||||||
| Amortization | 11,755 | - | - | - | 11,755 | |||||||||||||||
| Balance, December 31, 2024 | 30,574 | - | - | - | 30,574 | |||||||||||||||
| Amortization | 14,415 | - | - | - | 14,415 | |||||||||||||||
| Assets written off | (44,989 | ) | - | - | - | (44,989 | ) | |||||||||||||
| Balance, December 31, 2025 | - | - | - | - | - | |||||||||||||||
| Carrying value | ||||||||||||||||||||
| As at December 31, 2024 | 59,144 | 1 | 1 | 1 | 59,147 | |||||||||||||||
| As at December 31, 2025 | - | 1 | 1 | 1 | 3 | |||||||||||||||
Amortization of software of $14,415 was included in cost of sales during the year ended December 31, 2025 (2024 - $11,755).
During the year ending December 31, 2025, the agreement with the Company’s major customer was not renewed and expired on March 31, 2025. The loss of this major customer significantly impacted the Company’s revenue and financial position. As a consequence, the Company performed an impairment test. The Company recognized and determined the recoverable amount to be $Nil using the value in use method. The Company recognized an impairment of $70,594 related to system software during the year ended December 31, 2025 (2024 - $Nil).
| 18 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 8. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES |
The Company’s accounts payable and accrued liabilities consist of the following:
| December 31, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Trade accounts payable and accrued liabilities | 172,521 | 255,965 | ||||||
| GST payable | 1,040 | 74,852 | ||||||
| 173,561 | 330,817 | |||||||
| 9. | LOANS PAYABLE |
During the year ended December 31, 2020, the Company received a Canada Emergency Business Account loan of $40,000 to be repaid on or before December 31, 2024. The loan was interest-free until January 18, 2024. In January 2024, the Company repaid the loan principal of $30,000 and received loan forgiveness of $10,000, recorded as gain on settlement of loan.
| 10. | SHARE CAPITAL |
Authorized share capital
Authorized: Unlimited number of common shares without par value.
Issued share capital
During the year ended December 31, 2025, there were no shares issued.
During the year ended December 31, 2024:
The Company issued 1,645,000 common shares upon exercise of stock options for gross proceeds of $86,600. $32,079 of the value of the options was reclassified from reserves to share capital.
During the year ended December 31, 2023:
The Company issued 400,000 common shares upon exercise of stock options for gross proceeds of $42,500. $78,887 of the value of the options was reclassified from reserves to share capital.
Stock options
The Company has adopted a fixed up to 20% incentive share purchase option plan under the rules of the Exchange pursuant to which it is authorized to grant options to acquire up to 19,970,000 common shares of the Company to executive officers, directors, employees and consultants. The options can be granted for a maximum term of ten years and generally vest either immediately or in specified increments of up to 25% in any three-month period.
| 19 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 10. | SHARE CAPITAL (continued) |
Stock options (continued)
The changes in stock options including those granted to directors, officers, employees and consultants are summarized as follows:
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
| Number
of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | |||||||||||||||||||
| Beginning Balance | 12,250,000 | $ | 0.23 | 10,350,000 | $ | 0.17 | 8,635,000 | $ | 0.14 | |||||||||||||||
| Options granted | 4,100,000 | $ | 0.05 | 3,661,000 | $ | 0.28 | 2,365,000 | $ | 0.26 | |||||||||||||||
| Expired | (1,210,000 | ) | $ | 0.08 | (116,000 | ) | $ | 0.09 | (250,000 | ) | $ | 0.17 | ||||||||||||
| Forfeited | (92,000 | ) | $ | 0.11 | - | - | - | |||||||||||||||||
| Exercised | - | - | (1,645,000 | ) | $ | 0.05 | (400,000 | ) | $ | 0.11 | ||||||||||||||
| Ending Balance | 15,048,000 | $ | 0.18 | 12,250,000 | $ | 0.23 | 10,350,000 | $ | 0.17 | |||||||||||||||
| Exercisable | 14,023,000 | $ | 0.19 | 10,269,500 | $ | 0.22 | 9,132,250 | $ | 0.17 | |||||||||||||||
The following table summarizes information about stock options outstanding and exercisable as at December 31, 2025:
| Options | ||||||||||||
| Exercise Price | Expiry date | Outstanding | Exercisable | |||||||||
| $ | 0.19 | January 28, 2026 | 150,000 | 150,000 | ||||||||
| $ | 0.25 | March 22, 2026 | 1,800,000 | 1,800,000 | ||||||||
| $ | 0.15 | June 4, 2027 | 700,000 | 700,000 | ||||||||
| $ | 0.28 | June 4, 2027 | 300,000 | 300,000 | ||||||||
| $ | 0.29 | June 4, 2027 | 600,000 | 600,000 | ||||||||
| $ | 0.15 | August 10, 2027 | 1,975,000 | 1,975,000 | ||||||||
| $ | 0.15 | August 12, 2027 | 100,000 | 100,000 | ||||||||
| $ | 0.16 | October 12, 2027 | 300,000 | 300,000 | ||||||||
| $ | 0.28 | May 15, 2028 | 1,492,000 | 1,492,000 | ||||||||
| $ | 0.20 | June 21, 2028 | 400,000 | 400,000 | ||||||||
| $ | 0.20 | September 15, 2028 | 140,000 | 140,000 | ||||||||
| $ | 0.18 | July 1, 2029 | 300,000 | 300,000 | ||||||||
| $ | 0.29 | August 30, 2029 | 2,731,000 | 2,731,000 | ||||||||
| $ | 0.05 | June 30, 2030 | 4,060,000 | 3,035,000 | ||||||||
| 15,048,000 | 14,023,000 | |||||||||||
The weighted average remaining life of the stock options outstanding at December 31, 2025 is 2.81 years (December 31, 2024: 2.99 years).
Share-based compensation
Share-based compensation of $280,677 was recognized during the year ended December 31, 2025 (2024 - $541,164 and 2023 - $703,612), respectively, for stock options granted and/or vested during the year. Options issued to directors and officers and consultants of the Company during the year vest quarterly over one year, however, the Board may change such provisions at its discretion or as required on a grant-by-grant basis.
| 20 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 10. | SHARE
CAPITAL (continued) |
Stock options (continued)
Share-based payments for options granted were measured using the Black-Scholes option pricing model with the following weighted average assumptions:
| 2025 | 2024 | |||||||
| Expected life | 3.60 years | 3.69 years | ||||||
| Volatility | 116 | % | 115 | % | ||||
| Dividend yield | 0 | % | 0 | % | ||||
| Risk-free interest rate | 2.78 | % | 3.52 | % | ||||
Option pricing models require the use of highly subjective estimates and assumptions, including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates.
Warrants
There were no warrants issued for the years ended December 31, 2025, 2024 and 2023.
| 11. | GENERAL AND ADMINISTRATIVE EXPENSES |
| 2025 | 2024 | 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Bank service charges | 9,028 | 10,347 | 6,008 | |||||||||
| Filing and registration fees | 49,170 | 55,040 | 61,569 | |||||||||
| Insurance | 68,885 | 90,633 | 92,812 | |||||||||
| Office maintenance | 92,528 | 43,089 | 44,545 | |||||||||
| Payroll | 80,904 | 76,970 | 70,495 | |||||||||
| Regulatory fees | 4,585 | 1,131 | 7,373 | |||||||||
| Rent | 69,023 | 27,100 | 18,000 | |||||||||
| Travel | 93,203 | 95,338 | 35,317 | |||||||||
| Warranty expense | - | 9,750 | 3,250 | |||||||||
| 467,326 | 409,398 | 339,369 | ||||||||||
| 12. | RELATED PARTY TRANSACTIONS AND BALANCES |
For the years ended December 31, 2025, 2024 and 2023, the Company recorded the following transactions with related parties:
| a) | $21,600 in office rent (2024 – $15,100 and 2023 - $6,000) to a company controlled by the Chief Executive Officer of the Company. |
| b) | $12,000 in office rent (2024 – $12,000 and 2023 - $12,000) to a company controlled by the Chief Financial Officer of the Company. |
| c) | $10,384 for analyser quality control services (2024 - $317,978 and 2023 - $231,393) to a company controlled by the Chief Executive Officer of the Company. This amount is recorded under the cost of sales. |
| d) | $7,018 for consulting services (2024 - $nil and 2023 - $nil) to the brother of the Chief Executive Officer of the Company. This amount is recorded under consulting fees. |
| 21 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 12. | RELATED PARTY TRANSACTIONS AND BALANCES (continued) |
Related party transactions not otherwise described in the consolidated financial statements are shown below. The remuneration of the Company’s directors and other members of key management, who have the authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, consist of the following:
| Type of transaction | 2025 | 2024 | 2023 | |||||||||
| $ | $ | $ | ||||||||||
| Consulting fees | 216,000 | 216,000 | 216,000 | |||||||||
| Management fees | 90,000 | 216,000 | 216,000 | |||||||||
| Professional fees | 128,400 | 128,400 | 128,400 | |||||||||
| Severance benefits | 108,000 | - | - | |||||||||
| Share-based compensation | 197,937 | 433,848 | 495,348 | |||||||||
| 740,337 | 994,248 | 1,055,748 | ||||||||||
At December 31, 2025, $46,890 was due to related parties (December 31, 2024 - $nil) (Note 8). These balances are unsecured, non-interest bearing, and due on demand.
| 13. | CAPITAL DISCLOSURES |
The Company includes Common shares, Options reserve and Warrants reserve in the definition of capital net of share issue costs. The Company’s objective when managing capital is to maintain sufficient cash resources to support its day-to-day operations. The availability of capital is solely through the issuance of the Company’s common shares. The Company intends to raise additional equity financing to fund the ongoing operations and to meet strategic objectives. There are no assurances that funds will be made available to the Company when required. The Company makes every effort to safeguard its capital and minimize its dilution to its shareholders.
The Company is not subject to any externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the year ended December 31, 2025.
| 14. | SEGMENTED INFORMATION |
At December 31, 2025, 2024, and 2023, the Company operated as a single reportable segment consisting of its point-of-care business. This includes the HealthTabTM - Point of Care Business in Canada and the HealthTab UK - Point of Care Business in the United Kingdom. The Company’s revenues allocated by geography for the years ended December 31, 2025, 2024 and 2023 are as follows:
| 2025 | 2024 | 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Canada | 497,074 | 4,785,711 | 3,485,147 | |||||||||
| United Kingdom | 36,810 | - | - | |||||||||
| 533,884 | 4,785,711 | 3,485,147 | ||||||||||
| 15. | SUPPLEMENTAL CASH FLOW INFORMATION |
There were no non-cash transactions during the years ended December 31, 2025, 2024 and 2023.
| 22 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 16. | INCOME TAXES |
The following table reconciles the expected income tax expense (recovery) at the Canadian statutory income tax rates to the amounts recognized in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Loss for the year | (1,858,747 | ) | (668,977 | ) | (701,215 | ) | ||||||
| Expected income tax recovery (27%) | (502,000 | ) | (181,000 | ) | (189,000 | ) | ||||||
| Change in statutory, foreign tax, foreign exchange rates and other | (37,000 | ) | (245,000 | ) | (54,000 | ) | ||||||
| Permanent differences and other | 78,000 | 148,000 | 192,000 | |||||||||
| Change in unrecognized deductible temporary differences | 461,000 | 278,000 | 51,000 | |||||||||
| Total income tax expense (recovery) | - | - | - | |||||||||
The significant components of the Company’s deferred tax assets are as follows:
| 2025 | 2024 | 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Share issue costs | 5,000 | 12,000 | 19,000 | |||||||||
| Property and equipment | 839,000 | 671,000 | 332,000 | |||||||||
| Intangible asset | 157,000 | 157,000 | 157,000 | |||||||||
| Non-capital losses | 5,910,000 | 5,610,000 | 5,664,000 | |||||||||
| Total | 6,911,000 | 6,450,000 | 6,172,000 | |||||||||
| Unrecognized deferred tax assets | (6,911,000 | ) | (6,450,000 | ) | (6,172,000 | ) | ||||||
| Deferred income tax asset (liability) | - | - | - | |||||||||
At December 31, 2025, the Company has non-capital losses of approximately $21,831,000 (2024 - $20,776,000) for Canadian income tax purposes which are available to reduce future taxable income. These losses begin to expire in 2026.
As at December 31, 2025, the Company’s U.K. subsidiary has U.K.-based non-capital tax losses of approximately GBP46,000 (2024 - nil) available to reduce future taxable income.
| 17. | FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT |
The Company’s financial instruments include cash and cash equivalents, term deposit, accounts receivable and accounts payable. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities. The Company has exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments.
This note presents information about the Company’s exposure to each of the above risks and the Company’s objectives, policies and processes for measuring and managing these risks. Further quantitative disclosures are included throughout the consolidated financial statements. The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board has implemented and monitors compliance with risk management policies.
| 23 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 17. | FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued) |
| a) | Credit risk |
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s cash and cash equivalents, term deposits and accounts receivable. The Company’s cash and cash equivalents and term deposits are held through a large Canadian financial institution. The Company does not have financial assets that are invested in asset-backed commercial paper.
The Company performs ongoing credit evaluations of its accounts receivable but does not require collateral. The Company establishes an allowance for expected credit losses based on the credit risk applicable to particular customers and historical data.
Approximately 72% of trade receivables are due from one customer at December 31, 2025 (December 31, 2024 – 97% from one customer).
| b) | Liquidity risk |
Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation. Liquidity risk has been assessed as moderate.
The Company monitors its spending plans, repayment obligations and cash resources, and takes actions with the objective of ensuring that there is sufficient capital in order to meet short-term business requirements. To facilitate its expenditure program, the Company raises funds primarily through public equity financing.
Contractual undiscounted cash flow requirements for financial liabilities as at December 31, 2025 are as follows:
| Carrying value | Contractual Cash flows | Within 1 year 1 | - 5 Years | |||||||||||||
| Trade accounts payable | $ | 172,521 | $ | 172,521 | $ | 172,521 | $ | - | ||||||||
| 172,521 | 172,521 | 172,521 | - | |||||||||||||
| c) | Market risk |
Market risk for the Company consists of currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposure within acceptable limits, while maximizing returns.
Currency risk
Foreign currency risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. The Company is exposed to foreign exchange rate risk mainly due to its operations in United Kingdom. The Company manages its risk by using accredited financial institutions to process its foreign currency transactions ensuring the market rate of foreign exchange.
| 24 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 17. | FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued) |
Currency risk (continued)
The following are balances of foreign currency exposure as of December 31 (Canadian dollar values of GB pound balances):
| 2025 | 2024 | 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Cash | 3,579 | 3,879 | - | |||||||||
| Accounts receivable | 4,743 | 692 | - | |||||||||
| Accounts payable | (8,768 | ) | (562 | ) | - | |||||||
| (446 | ) | 4,010 | - | |||||||||
Based on the above net exposures as at December 31, 2025, a 10% appreciation in the GB pound would result in a $45 change in the Company’s other comprehensive income for the year.
Interest rate risk
Interest rate risk is the risk that fair values or future cash flows will fluctuate as a result of changes in market interest rates. In respect of financial assets, the Company’s policy is to invest cash at fixed interest rates and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company is not exposed to significant interest rate risk.
| c) | Fair values of financial instruments |
The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities and amounts resulting from direct arm’s length transactions.
Cash and cash equivalents are valued using quoted market prices or from amounts resulting from direct arm’s length transactions. As a result, these financial assets have been included in Level 1 of the fair value hierarchy.
The fair values of financial assets and financial liabilities are determined as follows:
Cash and cash equivalents are measured at fair value on a recurring basis using a level 1 measurement. The carrying amounts of term deposits, accounts receivable and accounts payable are of approximate fair value due to their short-term maturity or current market rates for similar instruments.
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full contractual term. Derivatives are included in Level 2 of the fair value hierarchy as they are valued using price models. These models require a variety of inputs, including, but not limited to, contractual terms, market prices, forward price curves, yield curves and credit spreads.
Level 3: Inputs for the asset or liability are not based on observable market data.
| 25 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 18. | REVENUE AND MAJOR CUSTOMER |
Revenues earned are comprised of the following for the years ended:
December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Lease and service | 469,684 | 2,333,604 | 1,579,905 | |||||||||
| Sale of products | 64,200 | 2,452,107 | 1,905,242 | |||||||||
| 533,884 | 4,785,711 | 3,485,147 | ||||||||||
Revenue from the major customer was $398,151 during the year ended December 31, 2025 (2024 - $4,658,395 and 2023 - $3,484,247). The major customer purchases goods and services from the Company’s only segment HealthTabTM - Point of Care Business. The agreement with the major customer expired on March 31, 2025. The loss of this major customer significantly impacted the Company’s future revenue and financial position.
| 19. | COST OF SALES |
Cost of sales are comprised of the following for the years ended:
December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Amortization | 137,648 | 446,474 | 417,720 | |||||||||
| Hosting and software | 69,860 | 102,942 | 80,538 | |||||||||
| Reagents | 44,852 | 1,787,574 | 1,326,903 | |||||||||
| Shipping | 14,975 | 71,322 | 49,790 | |||||||||
| Quality control | 12,780 | 320,477 | 232,820 | |||||||||
| Other | 15,474 | 176,635 | 173,980 | |||||||||
| 295,589 | 2,905,424 | 2,281,751 | ||||||||||
| 20. | SUBSEQUENT EVENTS |
On January 28, 2026, 150,000 stock options with an exercise price of $0.19 expired unexercised. On March 22, 2026, 1,800,000 stock options with an exercise price of $0.25 expired unexercised.
| 26 |
Exhibit 2
Avricore Health Inc.
Management’s Discussion & Analysis
For the year ended
December 31, 2025
Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
This Management Discussion and Analysis (“MD&A”) of Avricore Health Inc. (“AVRICORE”, the “Company”, “we”, “us” or “our”) for the year ended December 31, 2025 is prepared as of April 30, 2026. This MD&A should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025 and the related notes thereto.
Our consolidated financial statements are prepared in accordance IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This MD&A contains “forward-looking statements” and the non-GAAP performance measures that are subject to risk factors set out in a cautionary note contained herein.
All amounts are expressed in Canadian dollars unless otherwise indicated.
Additional information about Avricore Health Inc. can be found on the SEDAR website (www.sedarplus.ca) and on the Company’s website (www.avricorehealth.com).
FORWARD LOOKING STATEMENTS
This MD&A contains or incorporates forward-looking statements within the meaning of Canadian securities legislation (collectively, “forward-looking statements. These forward-looking statements relate to, among other things, revenue, earnings, changes in cost and expenses, capital expenditures and other objectives, strategic plans and business development goals, and may also include other statements that are predictive in nature or that depend upon or refer to future events or conditions, and can generally be identified by words such as “may”, “will”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” or similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These statements are not historical facts but instead represent only Avricore’s expectations, estimates and projections regarding future events.
Although the Company believes the expectations reflected in such forward-looking statements are reasonable, such statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Undue reliance should not be placed on such statements. Certain material assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Known and unknown factors could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Important assumptions, influencing factors, risks and uncertainties are referred to in the body of this MD&A, in the press release announcing the Company’s financial results, and in Avricore’s annual financial statements and the notes thereto. These documents are available at www.sedarplus.ca.
The forward-looking statements contained in this MD&A are made as at the date of this MD&A and, accordingly, are subject to change after such date. Except as required by law, Avricore does not undertake any obligation to update or revise any forward-looking statements made or incorporated in this MD&A, whether as a result of new information, future events or otherwise.
| 2 | P a g e |
Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
OVERVIEW
Avricore Health is committed to advancing pharmacy practice and patient care by acquiring and developing innovative early-stage technologies. At the core of this strategy is HealthTabTM, our wholly owned turnkey point-of-care testing (POCT) platform that empowers pharmacies to become proactive community diagnostic centers. HealthTabTM enhances the role of pharmacists in delivering frontline care by enabling rapid screening and clinical decision-making directly at the pharmacy counter. With a growing focus on accessible, efficient care—especially for chronic disease management—HealthTabTM contributes to improved patient outcomes and creates long-term value for all stakeholders.
Avricore continues to reach critical milestones, driven by strategic expansion, innovative offerings, and solid financial performance. These efforts position the company for sustained growth and market leadership in the evolving healthcare ecosystem.
Adapting to a Changing Healthcare Landscape
Healthcare systems globally are under increasing pressure due to budget constraints, clinician shortages, and rising demand for services. In Canada, over 6 million people lack access to a family doctor, and among those who do, only 29% receive timely care. Compounding the challenge, nearly a third of family doctors are expected to retire or leave the profession within the next three years. In the UK, with just 25% of physicians serving as GPs, individual practitioners are managing caseloads averaging 2,300 patients each.
As these strains intensify, pharmacy is emerging as a key player in delivering primary care services. HealthTabTM is at the forefront of this shift—offering pharmacists tools to conduct essential screenings, identify urgent care needs, and forge deeper patient relationships. The platform reduces the burden on traditional healthcare settings and helps drive efficiencies in care delivery.
The market demand for point-of-care solutions continues to grow, accelerated by the need for cost-effective, scalable, and decentralized care. HealthTabTM is uniquely positioned to meet this demand, providing innovative solutions where and when patients need them most.
HEALTHTABTM – KEY DEVELOPMENTS
Financial Highlights:
| ● | 38 HealthTabTM systems were operating in the UK as of December 1, 2025; 7 in North East London, and 6 in North Central London and 25 in additional locations outside London | |
| ● | HealthTabTM is being deployed in a new pilot launched by Barts Health NHS Trust, in collaboration with UCL Partners and the British Heart Foundation (BHF), to deliver inclisiran cholesterol-lowering injections through community pharmacies – a major expansion to secondary prevention. | |
| ● | HealthTab has gained meaningful traction within the NHS, including the screening of more than 3,500 patients in community pharmacies across North East and North Central London through a collaboration with Barts Health NHS Trust. In an initial lipid-screening cohort of 556 patients, approximately one in five was identified as having elevated cardiovascular risk. | |
| ● | During an initial one-month pilot of HbA1c testing for diabetes screening, the Company completed 2,295 HbA1c tests across 57 locations, achieving a monthly per-location average 10 times higher than previously achieved in Canada. | |
| ● | In the year ended December 31, 2025 revenue decreased by 89% year over year to $533,884 and gross profit decreased by 87% to $238,295. |
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
| ● | In the three months ended December 31, 2025 revenue decreased by 98% year over year to $33,451. | |
| ● | In the year ended December 31, 2025 the Company recorded a comprehensive loss of $1,858,840 (2024 – $669,024) and a net decrease in cash of $904,474 (2024 -increase $855,821). |
Growth Strategy 2025 and Beyond:
Recently, the Company announced its strategy to grow HealthTab™ in the United Kingdom — a decision aligned with the region’s robust healthcare market and significant investment in pharmacy-led services.
With operations in the Shoppers Drug Mart locations in Canada having concluded as of March 31, 2025, this allows for the redeployment of devices in Canada and the UK. This transition enhances resource efficiency and reduces upfront capital requirements for expanded device deployment.
Because the Company expects devices to be redeployed to new locations in Canada and the UK, management estimates that the Company will not require investment in new devices for the next 12 to 18 months. It also expects cash-on-hand, expected future cash inflows from revenues, and cash savings from redeployment of devices estimated to be sufficient to finance working capital for the next 12 to 18 months.
UK Market Opportunity
The timing of the Company’s strategic efforts is driven by unprecedented UK government investment in UK pharmacy services:
| ● | The UK Government’s foundational strategy for the nation is detailed in its Plan for Change, launched in late 2024, where it lays out specific goals to increase access to NHS lead care by focusing on community care options, like pharmacy, and engaging in preventative health measures, specifically for chronic diseases, such as heart disease. (Source: pg. 27). | |
| ● | On March 31, 2025, following a 6-week consultation, the Department of Health and Social Care announced an extra £617 million over 2 years to support community pharmacy, including fee increases for blood-pressure screening to identify undiagnosed hypertension. (source) | |
| ● | The Community Pharmacy Pathfinder Program lays out the mandate and milestones for pharmacists to become Independent Prescribers, giving them the ability, for the first time, to directly diagnose and prescribe for chronic disease like cardiovascular disease. (source) Government also clearly intimating that point-of-care screening, as this will be required to meet this new pharmacy services practice. | |
| ● | The NHS committed £645 million (approx. $1.1 billion CAD) to its Pharmacy First program in 2024. | |
| ● | Currently, the NHS has one of the lowest family doctors to patient ratios it’s had in decades, meaning one GP is responsible for almost 2300 patients on average. | |
| ● | The NHS has mandated standardized electronic health records integration across all NHS services (HealthTabTM is a digital platform that integrates with electronic health record systems). | |
| ● | Pharmacy-based screening programs have shown strong patient uptake. On October 11, 2024, the NHS Confederation, who represents NHS providers with over 1.5 million staff, caring for more than 1 million patients a day and control £150 billion of public expenditure, released their report measuring return on investment (ROI) for healthcare expenditures. The report listed community based cardiovascular disease screening and prevention as one of the best ROI’s at £7.52 per £1 and £9 for diabetes invested after five years, further stating that “Implementing community pharmacies to aid in the detection of cardiovascular disease provided the quickest return, within one year.” | |
| ● | There are nearly 12,000 pharmacies in the UK, and more than half are participating currently in POCT blood-pressure screening, conducting approximately 250,000 screenings per month, demonstrating high amounts of undiagnosed hypertension. |
| 4 | P a g e |
Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
| ● | Recently, the NHS announced “shocking” findings of the rapid rise of strokes in people over 50, rising 55% in the last ten years. (Source) | |
| ● | Only about 7% of UK pharmacies are profitable, adding services will not only ensure better access to care for patients and reduce acute and long-term chronic disease costs, but also ensure financial security for these critical healthcare access points. (Source) |
Initial UK Expansion and Implementation
The Company’s first HealthTabTM UK deployment in North East London pharmacies targets an area with significant cardiovascular disease burden and demonstrates the HealthTabTM platform’s potential for rapid scaling:
| ● | In November 2024 the Company announced the first cholesterol testing location in North East London. | |
| ● | HealthTabTM is partnered with UCL Partners, an academic health science centre located in London, England. It is the largest academic health science centre in the world, treats more than 1.5 million patients each year, has a combined annual turnover of around £2 billion and includes around 3,500 scientists, senior researchers and consultants. | |
| ● | HealthTabTM has integrated with NHS digital pathways, achieving data access objectives set out in current plans, and is continuing with further API connections. | |
| ● | Focus is on areas with highest preventable disease burden. | |
| ● | HealthTabTM enjoys strong support from local health authorities and pharmacy leadership. | |
| ● | Cholesterol testing will expand to additional pharmacies in the coming months. |
Avricore’s HealthTabTM platform has been selected by a collaborative effort involving Barts Heart Centre, UCL Partners and HEART UK to assess the feasibility of community pharmacists in the UK providing cholesterol testing alongside blood pressure checks for cardiovascular risk evaluation. The study aims to build on the success of over 930,000 blood pressure checks conducted in 6,000 pharmacies as part of an NHS initiative. With NHS England allocating £645 million (approx. $1.1 billion CAD) to increase access to primary care in community pharmacy, HealthTabTM will support pharmacists in delivering vital support for chronic diseases.
Recently, the British Medical Journal conducted a comprehensive review of point-of-care devices used within the UK, noting that two-thirds fail to meet standards. The project lead for the NE London Initiative HealthTab was selected for was invited to offer comment on this in the Pharmaceutical Journal as the project’s prominence and leadership in this area were noted for utilizing best practices to ensure the highest standards, read the article here.
The reseller agreement between HealthTabTM Inc. and Abbott Rapid Diagnostics Limited UK & Ireland provides a foundation for HealthTabTM to purchase and distribute the AfinionTM 2 and associated tests for diabetes and heart disease screening in community pharmacies in the United Kingdom.
Continuing and New Canadian Initiatives:
| ● | In September 2023, the Company announced its first testing location within Rexall’s Pharmacy Walk-In Clinic in Sherwood Park, Alberta. That location, a first for Rexall as well, offers both the Afinion 2TM blood-chemistry analyzer as well as the ID NowTM molecular platform by Abbott Rapid Diagnostics, giving patients quick access to their test results, and allowing for immediate consultation with their pharmacist. | |
| ● | After the initial launch, the Company was pleased to announce further expansion of HealthTabTM with Rexall Pharmacy Group ULC (“Rexall”). The Companies have been working closely to develop the best patient approaches and internal workflows to ensure the most successful deployment of this powerful point-of-care testing platform. |
| 5 | P a g e |
Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
| ● | The next steps with Rexall will be to deploy to a minimum of 20 other locations spread out between stores in Alberta and Ontario. After each deployment, the teams will collaborate to assess deployment workflow, refine processes and identify further deployment opportunities based on patient and pharmacist feedback. | |
| ● | 19 HealthTabTM systems were operating in Rexall stores as of August 29, 2025; 12 in Ontario, 6 in Alberta and 1 is Saskatchewan. | |
| ● | Avricore has partnered with Ascensia Diabetes Care to integrate their blood glucose monitoring systems, CONTOUR®NEXT GEN and CONTOUR®NEXT ONE, with Avricore’s HealthTabTM platform. The collaboration aims to improve diabetes management for patients and pharmacists in Canada by linking daily blood glucose testing data to the patient’s HealthTabTM account. This integration provides a more comprehensive health data tool for combating diabetes. Ongoing efforts to encourage patient engagement are active. Ascensia Diabetes Care is a global company focused on supporting people with diabetes and is a subsidiary of PHC Holdings Corporation. |
Canadian Healthcare Environment:
| ● | On January 10, 2025, Canada’s Health Minister released an interpretation letter to provincial and territorial health plans noting that under the Canada Health Act, primary care provided by pharmacists, midwives and nurse practitioners can be covered by public insurance. This significant shift means not only more access to primary care without out-of-pocket expenses, but it provides a clearer format for provinces and territories considering expanding the scope of pharmacists and funding them that ensures the spirit and intent of the Canada Health Act is maintained. There is a deadline of April 1, 2026, listed as when each jurisdiction is to have a framework ready to implement. (source) | |
| ● | The innovative practice of pharmacist-led primary healthcare clinics is expected to expand in Canada, as provinces struggle to meet the health care needs of their residents and recruit more family physicians. The program’s primary focus is to screen patients at-risk for diabetes and cardiovascular disease. On March 28th, 2023, the Government of Canada tabled its budget for the year ahead, including a 10-year funding agreement with the Nation’s provinces to increase healthcare funding. That new funding approach was novel for the fact that each province has specific agreements in place, opposed to the more traditional generalized formula, which spent less in early intervention and prevention of disease. This approach is expected to bring substantial innovations related to healthcare data and new healthcare service delivery models, as the provinces agreed to make changes to rules and practices which have limited data-flow optimization and healthcare access. | |
| ● | The Canadian Medical Association expressed support for many of the initiatives on March 30th, 2023, in relation to the healthcare agreement and encouraged government to institute recommendations from the Addressing Canada’s Health Workforce Crisis report from the Standing Committee on Health. One of the key items they pointed to was “...optimizing scopes of practice for health professionals...”. | |
| ● | Most provinces have already begun expanding the scope of practice of their pharmacists, with 7 provinces allowing these healthcare professionals to prescribe for minor ailments and 8 provinces either allowing or will soon allow them to order and interpret lab results. HealthTabTM is uniquely situated to support the expanding scope of pharmacy practice. | |
| ● | As of July 1st, 2022, the Government of Ontario brought into effect an expanded scope of practice for community pharmacists in the province, joining Alberta in this growing and increasingly popular approach. This includes limited prescribing for minor ailments, as well as the ability to perform certain point-of-care tests to assist patients with managing chronic disease. Approved tests include glucose, HbA1c and lipids, all of which HealthTabTM currently offers with the Abbott Afinion 2TM. Also announced as part of this plan in Ontario, is a second stage of scope modifications, which began on January 1, 2023. This stage allows for limited prescribing for minor ailments and certain prescription renewals, further enhancing the value of community pharmacy in direct patient care. |
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
| ● | These changes, and increasing demand, means Canadian pharmacy business is rapidly evolving before our eyes, from being product focused to care service focused. At $51.4 billion, the industry already represents a significant impact on healthcare, and the anticipated increase in funding and new service offerings, including point-of-care testing, will mean this practice will play an even more impactful role going forward. | |
| ● | The 2023 “tripledemic” (Flu, RSV and Covid) strained the Canadian healthcare system beyond its breaking point, and 2024 has proven scientists’ concerns about communicable infections have materialized. Pharmacy will play a key a role in these battles and confirmed tests results means faster responses, better treatment and less spread of these infectious diseases. | |
| ● | While flu season strains pharmacies’ capacity for chronic disease screening and management, having the ID Now™ means HealthTabTM can support pharmacies with confirmed molecular testing for virus detection during these critical months of the year and diversify the Company’s revenues. |
During the pilot with Shoppers Drug Mart®, over 15,000 HealthTabTM tests were completed for more than 6,900 patients. The data collected confirmed that the patients tested had a high prevalence of previously undiagnosed diabetes, pre-diabetes and heart disease and significant near-term risk for major health events. Almost 60 per cent of patients needed an intervention to better manage their chronic disease. On average, 31 percent received a new chronic medication, 28 percent required a change in their current medication, and 235 patients were newly identified as diabetic. Patients also reported in post surveys that they valued receiving this information from their pharmacists, and those pharmacists indicated that HealthTabTM enabled an increase in the value of services they were able to provide to their patients.
Our Journey So Far
2019 - Refocused the Company on HealthTabTM with the RASTR approach, emphasizing data generation and better patient outcomes. Began discussions with onsite testing and secured a tentative agreement. Faced financial challenges but placed new finance team in place and began funding and reorganization efforts.
2020 - Closed a $1M financing after significant effort, however the COVID-19 pandemic caused the loss of the onsite testing agreement. Used the pandemic period to negotiate down and clear debts. Began discussions with Abbott, leading to new opportunities with Shoppers Drug Mart (SDM). Launched the first Private Placement under the new team.
2021 - Successfully raised over $4M through two oversubscribed placements and options exercises. Conducted the first SDM pilot, driving expanded locations and business development momentum.
2022 - Scaled up HealthTabTM with SDM after a successful pilot, generating substantial revenues for the first time. Expanded the product line by adding ID NowTM for virus testing under the Abbott distribution agreement.
2023 - Achieved record revenues as HealthTabTM expanded to hundreds of new locations, including multi-device sites. Secured a partnership with Rexall and launched the first international opportunity through a UK feasibility study with Barts Heart Centre and HEART UK. Introduced glucose meter integration, enhancing patient insights.
2024 - Began the strategic shift into the UK pharmacy market while winding down the Shoppers Drug Mart partnership in Canada. The Company launched its first UK deployment in North East London community pharmacies in collaboration with Barts Health NHS Trust and UCLPartners, supported by increased NHS investment in pharmacy services, compelling health-economic evidence for cardiovascular screening, and a solid cash position to begin redeploying assets into the UK market.
| 7 | P a g e |
Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
2025 - Completed the UK pivot, establishing the Company’s London head office, UK data infrastructure, NHS data integrations, and staging approximately 700 analyzers and supporting hardware for redeployment. HealthTabTM expanded across UK pilots in North East and North Central London, advanced into NHS secondary-prevention care pathways, and continued to grow in Canada through Rexall following the conclusion of Shoppers Drug Mart operations.
Key Strategic Inputs - How we’ve developed a winning strategy
| Market Research and Analysis: | |||
| ● | Identified and constantly evaluated the current state of digital healthcare technology and POCT in pharmacies. | ||
| ● | Understood the regulatory environment and compliance requirements. | ||
| ● | Analyzed competitors and their offerings. | ||
| Identify Target Audience: | |||
| ● | Defined the primary audience, such as pharmacies, partners, payors, and consumers. | ||
| ● | Understood the specific needs and pain points of each target segment. | ||
| Collaboration: | |||
| ● | Developed ways to partner with existing digital healthcare technology providers to integrate solutions seamlessly with pharmacy systems. | ||
| ● | Ensured compatibility with various devices and platforms to enhance accessibility. | ||
| Education and Training: | |||
| ● | Developed comprehensive training programs for pharmacy teams. | ||
| ● | Developed educational insights within HealthTabTM to enhance user experience. | ||
| Regulatory Compliance: | |||
| ● | Updated on healthcare regulations and compliance standards. | ||
| ● | Ensured that HealthTabTM, instruments and tests met all necessary regulatory requirements. | ||
| Strategic Partnerships: | |||
| ● | Sought partnerships to enhance our offering. | ||
| ● | Focused on collaborative interoperability. | ||
| Marketing and Promotion: | |||
| ● | Tested messaging approaches. | ||
| ● | Worked with partners to develop end-user messaging through various approaches and iterations. | ||
| Data Security and Privacy: | ● | Implemented stringent data security measures to protect patient information. |
| 8 | P a g e |
Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
| ● | Built a platform where privacy and security strengths have built trust among pharmacies and end-users. | ||
| Customer Support and Feedback: | |||
| ● | Engaged with pharmacy clients on feedback to address UX experiences and uses. | ||
| ● | Collected/analyzed feedback from pharmacies and end-users to continuously improve and refine the technology. | ||
| Cost-Benefit Analysis: | |||
| ● | Provided a clear cost-benefit analysis to showcase the financial advantages of implementing digital healthcare technology and POCT in pharmacies. | ||
| User Incentives: | ● | Created a platform where health data can be utilized to drive new economic relationships with partners, driving incentives for patients and partners to engage with HealthTabTM. | |
| Monitoring and Continuous Improvement: | |||
| ● | Implemented systems to monitor the effectiveness and usage of HealthTabTM, providing real-time insights. | ||
| ● | Regularly evaluated and updated the strategy based on market dynamics, technological advancements, and user feedback. |
SELECTED FINANCIAL INFORMATION AND ADDITIONAL DISCLOSURE
The following financial data for the three years is derived from the Annual Audited Consolidated Financial Statements and should be read in conjunction with the Consolidated Financial Statements.
| 2025 | 2024 | 2023 | ||||||||||
| Total revenue | $ | 533,884 | $ | 4,785,711 | $ | 3,485,147 | ||||||
| Loss from operations | $ | (1,858,747 | ) | $ | (668,977 | ) | $ | (701,215 | ) | |||
| Loss per share – basic and diluted | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.01 | ) | |||
| Total assets | $ | 563,125 | $ | 2,298,544 | $ | 2,538,205 | ||||||
| Total current liabilities (1) | $ | 173,561 | $ | 330,817 | $ | 529,218 | ||||||
| Total non-current financial liabilities | Nil | Nil | Nil | |||||||||
| 9 | P a g e |
Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
QUARTERLY FINANCIAL INFORMATION
The following table highlights selected audited consolidated financial data for each of the eight most recent quarters. These results are not necessarily indicative of results for any future period and you should not rely on these results to predict future performance.
| Quarter Ended | Dec
2025 | Sep
2025 | June
2025 | March
2025 | Dec
2024 | Sep
2024 | June
2024 | March
2024 | ||||||||||||||||||||||||
| Revenue | 33,451 | 37,680 | 28,692 | 434,061 | 1,421,076 | 1,195,122 | 1,045,206 | 1,124,307 | ||||||||||||||||||||||||
| Gross profit (loss) | (7,307 | ) | (52,600 | ) | (48,095 | ) | 346,297 | 589,930 | 434,791 | 370,775 | 484,791 | |||||||||||||||||||||
| Share-based compensation | 38,957 | 51,506 | 128,353 | 61,861 | 174,013 | 338,089 | 1,598 | 27,464 | ||||||||||||||||||||||||
| Comprehensive income (loss) | (942,798 | ) | (379,050 | ) | (459,692 | ) | (77,300 | ) | (712,521 | ) | (179,065 | ) | 54,022 | 168,537 | ||||||||||||||||||
| Net profit (loss)/share | (0.01 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.01 | ) | (0.00 | ) | 0.00 | 0.00 | ||||||||||||||||||
| Total Assets | 563,125 | 1,329,290 | 1,667,495 | 2,139,345 | 2,298,544 | 3,024,103 | 2,618,384 | 2,798,058 | ||||||||||||||||||||||||
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
RESULTS OF OPERATIONS FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2025 and 2024
Three months ended December 31 | Year ended December 31 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | 33,451 | $ | 1,421,076 | $ | 533,844 | $ | 4,785,711 | ||||||||
| % Change - year over year | -98 | % | -89 | % | ||||||||||||
| Gross profit (Loss) | $ | (7,307 | ) | $ | 589,930 | $ | 238,295 | $ | 1,880,287 | |||||||
| % Change - year over year | -101 | % | -87 | % | ||||||||||||
For the years ended December 31, 2025 and 2024:
The Company recorded a comprehensive loss of $1,858,840 for the year ended December 31, 2025 (2024 – $669,024).
Significant changes are as follows:
| ● | Revenue decreased to $533,884 (2024 - $4,785,711) a 89% decrease due to the conclusion of the relationship with Shoppers Drug Mart. Gross profit amounted to $238,295 (2024 – $1,880,287) a 87% decrease. Gross margin or the period was 45% (2024 - 39%) due to the majority of sales coming from system fees and lower control and reagent sales. | |
| ● | Recognized impairment of equipment and intangible assets of $493,544 (2024 - $772,174). With operations in the Shoppers Drug Mart locations in Canada having concluded as of March 31, 2025 the Company recognized an impairment of system analyzers, system hardware and some software that are currently not deployed. When the equipment is redeployed in future periods the impairment loss will be reversed and recognized in income. | |
| ● | Share-based compensation of $280,677 (2024 - $541,164) was recognized for stock options issued and vested during the period. | |
| ● | Consulting fees increased to $320,640 (2024 - $276,000) due to additional consultants engaged to assist with the U.K. expansion plan. | |
| ● | Management fees decreased to $90,000 (2024 - $216,000) due to a departure of a former CEO in 2025. |
| 11 | P a g e |
Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
For the three months ended December 31, 2025 and 2024:
The Company recorded a comprehensive loss of $942,798 for the period ended December 31, 2025 (2024 – $712,518).
Significant changes are as follows:
| ● | Revenue decreased to $33,451 (2024 - $1,421,076) a 98% decrease due to the conclusion of the relationship with Shoppers Drug Mart. Cost of sales of $40,758 (2024- $831,156) is predominantly comprised of amortization of system analyzers. The balance is attributed to cost of reagents and certain fixed system fees. Gross loss amounted to $7,307 (2024 – Gross profit of $589,930) a 101% decrease. | |
| ● | Recognized impairment of equipment and intangible assets of 493,544 (2024 - $772,174). With operations in the Shoppers Drug Mart locations in Canada having concluded as of March 31, 2025 the Company recognized an impairment of system analyzers, system hardware and some software that are currently not deployed. When the equipment is redeployed in future periods the impairment loss will be reversed and recognized in income. | |
| ● | Share-based compensation of $38,967 (2024 - $174,013) was recognized for stock options issued and vested during the period. | |
| ● | Consulting fees increased to $177,000 (2024 - $84,000) due to additional consultants engaged to assist with the U.K. expansion plan. |
LIQUIDITY AND CAPITAL RESOURCES
The Company’s operations have been financed through cash from operations and the issuance of common shares. We believe that our cash on hand, the expected future cash inflows from revenues, and cash savings from redeployment of devices to be sufficient to finance our working capital for the next twelve months. If our existing cash resources together with the cash we generate from the sales of our products and services are insufficient to fund our working capital and operational needs, we may need to sell additional equity or debt securities or seek additional financing through other arrangements.
Cash flows
| Sources and Uses of Cash: | Year ended December 31, | |||||||
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| Cash provided by (used in) operating activities | (789,933 | ) | 1,004,615 | |||||
| Cash used in investing activities | (114,362 | ) | (205,347 | ) | ||||
| Cash used in financing activities | - | 56,600 | ||||||
| Cash and Cash Equivalents, closing balance | 227,918 | 1,132,392 | ||||||
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
There is an overall cash outflow of $904,474 for the year ended December 31, 2025 compared to the cash inflow of $855,821 in the comparable year in 2024.
Funding Requirements
Management devotes financial resources to the Company’s operations, sales and commercialization efforts, regulatory approvals and business development. The Company will require cash to support working capital.
The future funding requirements will depend on many factors including:
| ● | the extent to which we will be commercially successful in launching HealthTabTM in new markets, | |
| ● | the size, cost and effectiveness of our sales and marketing programs, distribution and marketing arrangements, | |
| ● | the redeployment of existing devices to new locations in Canada and the UK. Management estimates that the Company will not need to use cash to invest in devices for the next 12 to 18 months. | |
| ● | the ability of the Company to raise capital through the issuance of its securities. |
As at December 31, 2025, the Company had a working capital of $192,772 (2024 – $1,252,139) and $37,332 (2024 - $419,587) in receivables.
RELATED PARTY TRANSACTIONS
For the year ended December 31, 2025 and 2024, the Company recorded the following transactions with related parties:
| a) | $21,600 in office rent (2024 – $15,100) to a company controlled by the Chief Executive Officer of the Company. | |
| b) | $12,000 in office rent (2024 – $12,000) to a company controlled by the Chief Financial Officer of the Company. | |
| c) | $10,384 for analyser quality control services (2024 - $317,978) to a company controlled by the Chief Executive Officer of the Company. This amount is recorded under the cost of sales. | |
| d) | $7,018 for consulting services (2024 - $nil and 2023 - $nil) to the brother of the Chief Executive Officer of the Company. This amount is recorded under consulting fees. |
Related party transactions not otherwise described in the condensed consolidated financial statements are shown below. The remuneration of the Company’s directors and other members of key management, who have the authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, consist of the following:
| Type of transaction | 2025 | 2024 | ||||||
| $ | $ | |||||||
| Consulting fees | 216,000 | 216,000 | ||||||
| Management fees | 90,000 | 216,000 | ||||||
| Professional fees | 128,400 | 128,400 | ||||||
| Severance benefits | 108,000 | - | ||||||
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
| Share-based compensation | 197,937 | 433,848 | ||||||
| 740,337 | 994,248 |
At December 31, 2025, $46,890 was due to related parties (December 31, 2024 - $nil). These balances are unsecured, non-interest bearing, and due on demand.
SUBSEQUENT EVENTS
On January 28, 2026, 150,000 stock options with an exercise price of $0.19 expired unexercised.
On March 22, 2026, 1,800,000 stock options with an exercise price of $0.25 expired unexercised.
DISCLOSURE OF OUTSTANDING SHARE DATA
The following table summarizes the Company’s outstanding share capital as at report date:
| Common Shares | 101,289,664 | |||
| Stock Options | 13,098,000 | |||
| Warrants | - |
On June 12, 2025, the Company granted 4,100,000 stock options with an exercise price of $0.05 per share to directors, officers and consultants of the Company. The options vest over four quarters and have a term of five years from the date of grant.
FINANCIAL INSTRUMENTS AND RISKS
Operational Risk Factors
Limited Operating History
There is no assurance that Avricore will earn profits in the future, or that profitability will be sustained. Operating in the pharmaceutical and biotechnology industry requires substantial financial resources, and there is no assurance that future revenues will be sufficient to generate the funds required to continue AVRICORE business development and marketing activities. In case AVRICORE does not have sufficient capital to fund its operations, the management may be required to restructure the operations.
Going concern
The assessment of the Company’s ability to execute its strategy by funding future working capital requirements involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The condensed consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will continue in operations for the foreseeable future and be able to realize assets and satisfy liabilities in the normal course of business. The Company has always experienced operating losses and negative operating cash flows. Operations have been funded by the issuance of share capital. These conditions may cast substantial doubt on the Company’s ability to continue as a going concern.
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
Development of Technological Capabilities
The market for Avricore’s products is characterized by changing technology and continuing process development. The future success of Company’s business will depend in large part upon our ability to maintain and enhance the Company’s technological capabilities, develop and market products and services which meet changing customer needs and successfully anticipate or respond to technological changes on a cost effective and timely basis. Although we believe that Company’s operations provide the products and services currently required by our customers, there can be no assurance that the Company’s process development efforts will be successful or that the emergence of new technologies, industry standards or customer requirements will not render Avricore’s products or services uncompetitive. If Avricore needs new technologies and equipment to remain competitive, the development, acquisition and implementation of those technologies and equipment may require us to make significant capital investments.
Dependence on Key Personnel
We are dependent to a large extent upon the continued services of our senior management team and other key employees such as sales and technical personnel. There is intense competition for skilled employees and our failure to recruit, train and retain such employees could have an adverse effect on our business, financial condition or operating results.
Financial Instruments and Risk Management
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and loans payable. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities. The Company has exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments.
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board has implemented and monitors compliance with risk management policies.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s cash and cash equivalents, term deposits and accounts receivable. The Company’s cash and cash equivalents and term deposits are held through a large Canadian financial institution. The Company does not have financial assets that are invested in asset-backed commercial paper.
The Company performs ongoing credit evaluations of its accounts receivable but does not require collateral. The Company establishes an allowance for doubtful accounts based on the credit risk applicable to particular customers and historical data. Approximately 72% of trade receivables are due from one customer at December 31, 2025 (2024 – 97% from one customer).
Liquidity risk
Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation.
The Company monitors its spending plans, repayment obligations and cash resources, and takes actions with the objective of ensuring that there is sufficient capital in order to meet short-term business requirements. To facilitate its expenditure program, the Company raises funds primarily through public equity financing. The Company anticipates it will have adequate liquidity to fund its financial liabilities through future equity contributions, however, there can be no guarantees that sufficient funds will be raised. As at December 31, 2025, the Company’s liabilities $173,561 (2024 - $330,817) were comprised of accounts payable $172,521, and GST receivable $1,040 (2024 – $195,965, and $74,852, respectively).
Currency risk
Foreign currency risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. The Company is exposed to foreign exchange rate risk mainly due to its operations in United Kingdom. The Company manages its risk by using accredited financial institutions to process its foreign currency transactions ensuring the market rate of foreign exchange.
Interest rate risk
Interest rate risk is the risk that fair values or future cash flows will fluctuate as a result of changes in market interest rates. In respect of financial assets, the Company’s policy is to invest cash at floating interest rates and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company is not exposed to significant interest rate risk.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements, which would require disclosure.
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
| CONTACT | ||
| Officers and Directors | Contact | |
| Rodger Seccombe, CEO, Director | Avricore Health Inc. | |
| Kiki Smith, CFO | Suite 1120 - 789 West Pender St. | |
| David Hall, Chairman | Vancouver, BC V6C 1H2 | |
| Alan Arnstein, Director | Tel: 778-968-1176 | |
| Christine Hrudka, Director | ||
| Dr. Robert Sindelar, Director | ||
| Thomas Teahen, Director |
| 16 | P a g e |
Exhibit 3
Form 52-109FV1
Certification
of Annual Filings
Venture Issuer Basic Certificate
I, Rodger Seccombe, CEO of Avricore Health Inc., certify the following:
| 1. | Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Avricore Health Inc. for the financial year ended December 31, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings. |
| Dated: April 30, 2026 | |
| /s/ “Rodger Seccombe” | |
| Rodger Seccombe, CEO |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 4
Form 52-109FV1
Certification
of Annual Filings
Venture Issuer Basic Certificate
I, Kiki Smith, CFO of Avricore Health Inc., certify the following:
| 1. | Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Avricore Health Inc. for the financial year ended December 31, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings. |
| Dated: April 30, 2026 | |
| /s/ “Kiki Smith” | |
| Kiki Smith, CFO |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 5
Note: [01 Mar 2017] – The following is a consolidation of 13-501F1. It incorporates amendments to this document that came into effect on March 1, 2017. This consolidation is provided for your convenience and should not be relied on as authoritative.
FORM 13-501F1
CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING
ISSUERS – PARTICIPATION FEE
MANAGEMENT CERTIFICATION
I, SMITH, Kiki, an officer of the reporting issuer noted below have examined this Form 13-501F1 (the F orm) being submitted hereunder to the Alberta Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.
| (s) SMITH, Kiki | 30 Apr 2026 | |
| Name: SMITH, Kiki | Date: | |
| Title: CFO |
| Reporting Issuer Name: | Avricore Health Inc. / Avricore Health Inc. (000015910) | |
| End date of previous financial year: | 31 Dec 2025 | |
| Type of Reporting Issuer: | [X] Class 1 reporting issuer [_] Class 3B reporting issuer | |
| Highest Trading Marketplace: | TSX Venture (TSXV) |
Market value of listed or quoted equity securities:
| Equity Symbol | AVCR | |
| 1st Specified Trading Period (dd/mm/yy) | 01/01/25 to 31/03/25 | |
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ 0.0500 (i) | |
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | 101289664.00 (ii)
|
| Market value of class or series | (i) x (ii) | $
5064483.20 |
| 2nd Specified Trading Period (dd/mm/yy) | 01/04/25 to 30/06/25 | |
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $
0.0500
(iii) | |
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | 101289664.00 (iv) |
| Market value of class or series | (iii) x (iv) | $ 5064483.20 (B) |
| 3rd Specified Trading Period (dd/mm/yy) | 01/07/25 to 30/09/25 | |
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ 0.0700 (v) | |
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | 101289664.00 (vi) |
| Market value of class or series | (v) x (vi) | $ 7090276.48 (C) |
| 4th Specified Trading Period (dd/mm/yy) | 01/10/25 to 31/12/25 | |
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $
0.0500 (vii) | |
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | 101289664.00
(viii) |
| Market value of class or series | (vii) x (viii) | $ 5064483.20 (D) |
| 5th Specified Trading Period (dd/mm/yy) | N/A | |
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ N/A (ix) | |
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | N/A (x) |
| Market value of class or series | (ix) x (x) | $ N/A(E) |
Average Market Value of Class or Series (Calculate the simple average of the market value of the class or series of security for each applicable specified trading period (i.e. A through E above)) | $
5570931.52 (1) |
(Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary, if applicable) that was listed or quoted on a marketplace at the end of the previous financial year)
| Fair value of outstanding debt securities: | ||
| (Provide details of how value was determined) | $ 0.00 (2) | |
| Capitalization for the previous financial year (1) + (2) | $ 5,570,931.52 | |
| Participation Fee | $ 400.00 | |
| Late Fee, if applicable | $ N/A | |
| Total Fee Payable | $ 400.00 | |
| (Participation Fee plus Late Fee) |
Exhibit 7
Avricore Health Achieves Milestones and Outlines UK Expansion Roadmap for HealthTab™ Platform
VANCOUVER, BRITISH COLUMBIA – (April 21, 2026) –AVRICORE HEALTH INC. (TSXV: AVCR) (the “Company” or “Avricore”) announces HealthTab™ has now screened more than 3,500 patients in community pharmacies across North East and North Central London. During an initial one-month pilot of HbA1c testing for diabetes screening, the Company completed 2,295 HbA1c tests across 57 locations, achieving a monthly per-location average 10 times higher than previously achieved in Canada.
Expansion Roadmap
The Company has published “The Path Forward,” a strategic update outlining the Company’s UK expansion strategy for its HealthTab point-of-care testing platform. The presentation is now available on the Company’s website at avricore.com/investor-kit.
The update outlines Avricore’s progression from NHS-linked pilot programmes in London toward broader regional and national expansion across England, supported by clinical outcomes, independent evaluation, and growing institutional support.
UK Programme Milestones
HealthTab has gained meaningful traction within the NHS, including the screening of more than 3,500 patients in community pharmacies across North East and North Central London through a collaboration with Barts Health NHS Trust. In an initial lipid-screening cohort of 556 patients, approximately one in five was identified as having elevated cardiovascular risk.
The programme has been independently evaluated by UCLPartners and has received attention from NHS England’s Chief Pharmaceutical Officer, as well as coverage by BBC National News. In addition, the British Heart Foundation, awarded a $385,000 grant to Barts Health, supporting an Inclisiran secondary-prevention pilot within the pharmacy network featuring HealthTab.
Expanding Test Menu and Revenue Model
HealthTab is continuing to expand its test menu within the NHS network. HbA1c testing for diabetes screening launched in Q1 2026, and UACR kidney function testing is planned for Q3 2026. In the first month of HbA1c availability, the network completed 2,295 tests in total across 57 pilot locations, approaching the ~3,000 tests per month average previously achieved across more than 700 locations in Canada.
The Company expects current pilots to expand to more than 100 pharmacy sites in Q2 2026, with monthly subscription revenue expected to begin in the second half of 2026.
The Path Forward presentation also outlines a phased growth roadmap targeting 500 or more active UK locations by mid-2027, within a longer-term addressable market of more than 10,000 community pharmacies across 42 NHS England integrated care boards. The Company currently has 700 analyzers staged and available for deployment from its London office.
Strategic Context
Avricore reported 2024 revenue of $4.79 million, representing 37% year-over-year growth, alongside 56% gross profit growth. 2025 was a transition year, during which the Company shifted its focus to the UK NHS market. The Company is now focused on scaling its UK platform through NHS commissioning pathways and is targeting a return to profitability by Q3 2027.
Beginning in September 2026, all newly qualified pharmacists in England will graduate as independent prescribers, a regulatory shift that further strengthens the clinical role of community pharmacy and supports the broader adoption of point-of-care testing infrastructure such as HealthTab.
Shareholders and prospective investors are encouraged to review the full presentation.
HealthTab
at the Core of Scalable, Integrated POCT
HealthTab is a complete, turnkey solution for community-based POCT networks, combining best-in-class instruments, cloud software, standardized workflows, and comprehensive training and support. At its center is a secure, cloud-based platform that seamlessly connects point-of-care analyzers, patient results, and QC data into a unified digital infrastructure for distributed testing environments.
This fully integrated approach ensures quality-assured testing, consistent data capture across all locations, and real-time analytics for public-health reporting and performance monitoring, while significantly reducing implementation complexity for participating sites.
Commitment to Quality and Accuracy
HealthTab is designed to meet the highest standards of analytical performance and reliability. Through its partnership with CEQAL Inc., a world-leading reference method laboratory and member of the CDC Cholesterol Reference Method Laboratory Network (CRMLN), HealthTab operates a comprehensive quality management program that mirrors the rigour of accredited clinical laboratories.
The program includes centralized lot monitoring of reagents, internal quality-control procedures, regular external quality-assessment (EQA) events, and expert oversight services to support the accuracy, consistency, and traceability of results to internationally recognized reference standards across participating sites.
About Avricore Health Inc.
Avricore Health Inc. (TSXV: AVCR) is a pharmacy service innovator focused on acquiring and developing early-stage technologies aimed at advancing pharmacy practice and patient care. Through its flagship offering HealthTab™, a wholly owned subsidiary, the Company’s mission is to make actionable health information more accessible to everyone by creating the world’s largest network of rapid testing devices in
community pharmacies.
Contact:
Avricore Health Inc.
info@avricorehealth.com
avricore.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation, including statements regarding: the expected timing and scope of the Company’s UK site expansion; anticipated new test launches and revenue model developments; and the Company’s profitability and growth targets. Forward-looking information can generally be identified by words such as “will,” “may,” “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential,” “scheduled,” “targets,” and similar expressions.
Forward-looking information is based on the Company’s current expectations, estimates, and assumptions, including that general business and economic conditions will not change materially, that the Company will be able to execute its business strategy and growth plans, that required regulatory and third-party approvals will be obtained, and that key personnel will be retained. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors that may cause actual results to differ materially, including: failure to meet regulatory requirements; changes in market conditions; potential downturns in economic conditions; dependence on key partnerships; competition; and other factors described in the Company’s public filings available at www.sedarplus.ca.
Forward-looking information is provided as of the date of this news release and the Company does not undertake to update such information except in accordance with applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.