6-K
Avricore Health Inc. (AVCRF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15b-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of: November 2019
Commission File Number: 000-51848
Avricore Health Inc. (Exact name of registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English) 2300 – 1177 West Hastings Street, Vancouver, BC V6E 2K3 CANADA (Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F x Form 40-F o
Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes o No x
Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes o No x
Indicate by check mark whether the registrant by furnishing the information contained in this Form 6-K is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: Yes o No x
Exhibits
The following exhibits are included in this Form 6-K: 99.1News Release, November 18, 2019
99.2News Release, November 28, 2019
99.3Interim Financial Statements for the three and nine months ended September 30, 2019
99.4Management’s Discussion and Analysis
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.
| Dated: July 29, 2020 | AVRICORE HEALTH INC. |
|---|---|
| By: /s/ Kiki Smith | |
| Kiki Smith | |
| Chief Financial Officer |
2
Exhibit 99.1

ONTARIO PHARMACISTS AND AVRICORE HEALTH PARTNER TO EXPAND HEALTHTAB****Ô **** IN COMMUNITY PHARMACIES AND ENHANCE PATIENT CARE
VANCOUVER, BC – (GLOBE NEWSWIRE) – November 18, 2019 – Avricore Health Inc. (TSXV: AVCR, OTC: AVCRF) (“Avricore Health” or the “Company”) and the Ontario Pharmacists Association (OPA) are pleased to announce a Memorandum of Understanding (MOU) to offer in partnership the Company’s HealthTabÔ point-of-care blood screening system to OPA member pharmacies.
According to the Government of Canada, nearly one percent of Canadians of six years of age and older, are undiagnosed diabetics. They also found women are more likely to die of heart disease, as their symptoms are more subtle and often go ignored until it’s too late.
Avricore’s revolutionary HealthTabÔ point-of-care blood screening platform is ideal for screening consumers for the early signs of diabetes, heart attack and stroke risk, as well as liver and kidney function concerns.
By offering HealthTabÔ, a pharmacist is able to modernize their practice through advancements in point-of-care testing, as well as address the high consumer demand for easier access to health data evidence-based care.
“From the very beginning, the vision for HealthTabÔ was to empower patients and healthcare teams with better data, for better health outcomes,” said Avricore’s President, Bob Rai. “To work with the largest Canadian professional association for pharmacists to expand the network, demonstrates this vision coming to life.”
There are over 4400 pharmacies in Ontario and the OPA is Canada's largest advocacy, professional development and drug information provider for pharmacy professionals across Ontario with more than 10,000 members.
With easier access to regular screening, patients and their healthcare teams, including their trusted pharmacist, can take action to improve health outcomes and lower the risk of serious illness.
“Our objective is to advance the pharmacy profession as a vital healthcare provider through advocacy, innovation and support services,” said OPA CEO, Justin Bates. “By offering technologies that enhance our pharmacists’ ability to serve patients, we are supporting an important step forward in our profession.”

Both parties look forward to quickly concluding the final agreement and launching this initiative within the next two weeks, which will mean expanding consumers access to their health data and supporting the pharmacy profession in delivering evidence-based care.
Under this first stage agreement, OPA agrees to facilitate introductions and subsequent discussions with relevant decision makers within the OPA membership and its affiliates, providing Avricore with opportunities for pharmacy exposure. OPA will also promote Avricore’s point-of-care technology and real-world evaluation offerings to pharmacies to expand the network.
Avricore agrees to provide remuneration to OPA on contracts generated through commercial agreements facilitated by OPA and will support OPA with research and insights by using data generated from participating members for the purposes of enhancing pharmacy practice, better addressing patient needs, identifying trends, and supporting consumer health advocacy.
About Avricore Health Inc.
Avricore Health Inc. is committed to becoming a health innovator and applying technologies at the forefront of science to core health issues at the community pharmacy level. The Company’s goal is to empower consumers, patients and pharmacists with innovative technology, products, services and information to monitor and optimize health. www.avricorehealth.com
About the OPA
The Ontario Pharmacists Association is committed to evolving the pharmacy profession and advocating for excellence in practice and patient care. With more than 10,000 members, OPA is Canada's largest advocacy organization, professional development and drug information provider for pharmacy professionals across Ontario. By leveraging the unique expertise of pharmacy professionals, enabling them to practise to their fullest potential, and making them more accessible to patients, OPA is working to improve the efficiency and effectiveness of the healthcare system. The pharmacy sector plays a strong role in Ontario with an economic impact of more than $6.3 billion across 4,500 pharmacies, employing 60,000 Ontarians.
Cautionary Note Regarding Forward-Looking Statements
Information in this press release that involves Avricore Health's expectations, plans, intentions or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. Avricore Health generally uses words such as "outlook," "will," "could," "would," "might," "remains," "to be," "plans," "believes," "may," "expects," "intends," "anticipates," "estimate," "future," "positioned," "potential," "project," "remain," "scheduled," "set to," "subject to," "upcoming," and similar expressions to help identify forward-looking statements. In this press release, forward-looking statements include statements regarding: the completion of the placement and the expected timing thereof and the Company's expected use of proceeds from the placement; the unique features that

the HealthTab^TM^ platform offers to pharmacists and patients. Forward-looking statements reflect the then-current expectations, beliefs, assumptions, estimates and forecasts of Avricore Health's management. The forward-looking statements in this press release are based upon information available to Avricore Health as of the date of this press release. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees of the future performance of Avricore Health and are subject to a number of risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations, including without limitation: failure to meet regulatory requirements; changes in the market; potential downturns in economic conditions; and other risk factors described in Avricore's public filings. These forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.
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 release.
Contact:
Hector Bremner, CEO 604-773-8943
info@avricorehealth.com www.avricorehealth.com
Exhibit 99.2

AVRICORE’S HEALTHTAB COMING TO 11 NEW COMMUNITY PHARMACY LOCATIONS
VANCOUVER, BC– (GLOBE NEWSWIRE)–November 28, 2019– Avricore Health Inc. (TSXV: AVCR, OTC: AVCRF) (“Avricore Health” or the “Company”) is pleased to announce it will be placing HealthtabÔ systems in 11 new community pharmacy locations more than doubling the number of HealthTabÔ systems located in community pharmacies.
“We are focused on the full commercialization of our system and the market response is very strong,” said Avricore Health’s CEO, Hector Bremner. “These new locations are just the first of dozens we expect to deploy in 2020.”
Pharmacies agree to a two-year lease commitment, as well as the purchase of lipid and metabolic panels and other consumables from the Company. De-identified, statistical data can also be monetized, presenting additional revenue streams for the Company.
“I’ve had HealthTab in one of my pharmacies for a year and the results for us have been tremendous, so we will be putting it in all of our locations,” said Fabio De Rango, a Shoppers Drug Mart pharmacy owner. “We are now able to use evidence-based approaches to ensure patients are getting the right treatment, deepening the relationship with our consumers and creating new opportunities for our business.”
Business Development
Currently, HealthTabÔ, is available in Shoppers Drug Marts in the Greater Toronto Area and the Company is currently fielding requests for HealthTabÔ, systems by pharmacy chains in Canada, which will quadruple the number locations by end of Q1 2020.
On November 18^th^, 2019, the Company announced a partnership agreement with the Ontario Pharmacists Association (OPA) whereby the OPA will market HealthTabÔ, to its members, which is the largest such membership in the country, with over 10,000 members and over 4400 community pharmacy locations. As part of the agreement, the Company will support the OPA with research and insights from the data generated in order to facilitate the OPA’s advocacy for the pharmacy profession and their patients.
In addition to the focus on pharmacy, the Company announced earlier this year that it will be working with Clinart MENA, the largest contract research organization (CRO) in the Middle East to conduct clinical trials and treated population monitoring.
Also, the Company has begun technical negotiations with several organizations keen to utilize HealthTabÔ in sectors such as healthcare software, biometrics service, drug makers and research. The Company expects to successfully conclude these negotiations over the next quarter.

Given the pace of discussions with key business partners, it is anticipated that the Company will realize its corporate objectives of securing meaningful agreements and initiating additional revenue streams in Q1 2020.
About HealthTabÔ + RASTR
HealthTabÔ is a proven point-of-care screening system, designed to support pharmacists evolving role. The system empowers patients to be proactive about their health by directly measuring and monitoring key safety tests and biomarkers of chronic disease. The HealthTabÔ test is simple, fast, lab-accurate, and requires just a few drops of blood from a finger stick. Results can be printed in-store or accessed securely online. Watch short video here **** and visit our HealthTabÔ website to learn more.
As part of this direction for HealthTabÔ, the Company developed a revolutionary model for utilizing the system’s unique ability to offer real-time evaluations of treated populations and even real-world evaluation clinical trials.
The name for this approach is Rapid Access Safety Test Reporting, or RASTR Network, whereby the network of HealthTabÔ systems feedback de-identified data through to electronic health records and data management systems via its API capabilities. This is the first platform of harmonized analyzers, with fully integrated data-flow, for blood chemistry results to be sent to consumers, their healthcare teams and sponsors; such as researchers, insurance providers and the life-science sector.
The significance of this approach to the market is the enhanced access to screening and early detection of disease, better data for physicians and pharmacists to support their patients, plus new opportunities to conduct research and ensure patient safety.
About Avricore Health Inc.
Avricore Health Inc. is committed to becoming a health innovator and applying technologies at the forefront of science to core health issues at the community pharmacy level. The Company’s goal is to empower consumers, patients and pharmacists with innovative technology, products, services and information to monitor and optimize health. www.avricorehealth.com
Cautionary Note Regarding Forward-Looking Statements
Information in this press release that involves Avricore Health's expectations, plans, intentions or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. Avricore Health generally uses words such as "outlook," "will," "could," "would," "might," "remains," "to be," "plans," "believes," "may," "expects," "intends," "anticipates," "estimate," "future," "positioned," "potential," "project," "remain," "scheduled," "set to," "subject to," "upcoming," and similar expressions to help identify forward-looking statements. In this press release, forward-looking statements include statements regarding: the completion of the placement and the expected timing thereof and the Company's expected use of proceeds from the placement; the unique features that the HealthTabTM platform offers to pharmacists and patients. Forward-looking statements reflect the then-current expectations, beliefs, assumptions, estimates and forecasts of Avricore Health's management. The forward-looking statements in this press release are based upon information available to Avricore Health as of the date of this press release. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees of the future performance of Avricore Health and are subject to a number of risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations, including without limitation: failure to meet regulatory requirements; changes in the market; potential downturns in economic conditions; and other risk factors described in Avricore's public filings. These

forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.
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 release.
Contact:
Hector Bremner, CEO 604-773-8943 info@avricorehealth.com www.avricorehealth.com
Exhibit 99.3

Avricore Health Inc.
(formerly VANC Pharmaceuticals Inc.)
Unaudited Condensed Interim
Consolidated Financial Statements
For the three and nine months ended September 30, 2019
Notice to Reader
Management has prepared the unaudited condensed interim consolidated financial statements for Avricore Health Inc. (formerly VANC Pharmaceuticals Inc.) (the Company) in accordance with National Instrument 51-102 released by the Canadian Securities Administration. The Company discloses that its auditors have not reviewed the unaudited consolidated financial statements for the period ended September 30, 2019.
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc.)
Condensed Interim Consolidated Statements of Financial Position
(Unaudited)
(Expressed in Canadian Dollars)
| Note | September 30,<br><br><br>2019 | December 31,<br><br><br>2018 | |
|---|---|---|---|
| $ | $ | ||
| ASSETS | |||
| Current Assets | |||
| Cash and cash equivalents | 60,184 | 84,442 | |
| Accounts receivable | 4 | 56,441 | 280,280 |
| Prepaid expenses | 5 | 278,052 | 286,246 |
| Inventories | 6 | - | 102,499 |
| 394,677 | 753,467 | ||
| Equipment | 7 | 16,279 | 21,005 |
| Intangible assets | 8 | 3 | 425,733 |
| Total Assets | 410,959 | 1,200,205 | |
| LIABILITIES | |||
| Current Liabilities | |||
| Accounts payable and accrued liabilities | 9 | 598,546 | 314,239 |
| 598,546 | 314,239 | ||
| SHAREHOLDERS’ (DEFICIT) EQUITY | |||
| Share capital | 10 | 21,671,416 | 20,783,372 |
| Subscription | 10,000 | - | |
| Shares to be issued | 3 | - | 211,167 |
| Reserves | 10 | 5,159,257 | 5,119,838 |
| Deficit | (27,028,260) | (25,228,411) | |
| (187,587) | 885,966 | ||
| Total Liabilities and Shareholders’ (Deficit) Equity | 410,959 | 1,200,205 |
Commitments (Note 16)
Segmented information (Note 17)
Subsequent events (Note 20)
Approved and authorized on behalf of the Board of Directors on November 29, 2019.
“Sukhwinder Bob Rai” “David Hall”
_________________________________________________________
Sukhwinder Bob Rai, DirectorDavid Hall, Chairman
The accompanying notes are an integral part of these financial statements
Page 2
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc.)
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
For the three and nine months ended September 30, 2019 and 2018
(Unaudited)
(Expressed i n Canadian Dollars)
| Note | Three Months Ended September 30, 2019 | Three Months Ended September 30, 2018 | Nine months Ended September 30, 2019 | Nine<br><br><br>Months Ended September 30, 2018 | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | ||
| Revenue | |||||
| Sales | 16,541 | 30,737 | 156,402 | 500,612 | |
| Marketing, promotional incentives | (312) | (33,694) | (69,137) | (188,688) | |
| Net sales | 16,229 | (2,957) | 87,265 | 311,924 | |
| Cost of Sales | 3,999 | 94,694 | 44,567 | 199,535 | |
| Gross profit (loss) | 12,230 | (97,651) | 42,698 | 112,389 | |
| Expenses | |||||
| Amortization | 1,575 | 184,705 | 116,941 | 440,117 | |
| Consulting | 183,994 | 96,908 | 404,375 | 241,321 | |
| General and administrative | 13, 14 | 95,539 | 67,611 | 255,828 | 248,712 |
| Management Fees | 37,500 | 42,248 | 112,500 | 124,630 | |
| Product registration and development | 11 | 98 | 70,398 | 4,999 | 218,230 |
| Professional fees | 14 | 72,839 | 56,384 | 199,644 | 171,060 |
| Selling and marketing | 12 | 17,013 | 191,874 | 272,273 | 544,777 |
| Share-based compensation | 10, 14 | - | 9,300 | 58,525 | 333,601 |
| 408,558 | 719,428 | 1,425,085 | 2,322,448 | ||
| Other income (expense) | |||||
| Finance costs | - | - | - | (342) | |
| Gain on settlement of debt | - | 178,285 | - | 178,285 | |
| Write-down of intangible assets | 8 | (313,514) | - | (313,514) | - |
| Write-down of inventories | 6 | (3,242) | (61,755) | (109,941) | (159,078) |
| Other income (loss) | 29,656 | 17,750 | 5,993 | 23,626 | |
| Net loss and comprehensive loss for the period | (683,428) | (682,799) | (1,799,849) | (2,167,568) | |
| Basic and Diluted Loss Per Share | (0.01) | (0.02) | (0.03) | (0.07) | |
| Weighted Average Number of Common Shares Outstanding | 49,269,867 | 32,072,877 | 45,546,272 | 32,072,877 |
Segmented information (Note 17)
The accompanying notes are an integral part of these financial statements
Page 3
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc.)
Condensed Interim Consolidated Statements of Changes in Equity (Deficit)
For the nine months ended September 30, 2019 and 2018
(Unaudited)
(Expressed in Canadian Dollars)
| Number<br><br><br>of Shares | Share<br><br><br>Capital | Option<br><br><br>Reserve | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| $ | $ | ||||||||||
| Balance, December 31, 2017 | 27,860,623 | 18,340,491 | 973,333 | - | 221,388 | 4,054,494 | (21,091,609) | 2,498,097 | |||
| Shares issued for cash | 5,327,335 | 771,504 | - | - | 9,332 | - | - | 780,836 | |||
| Exercise of warrants | 2,975,500 | 603,310 | - | - | (8,210) | - | - | 595,100 | |||
| Shares issued for services | 233,450 | 43,915 | - | - | - | - | - | 43,915 | |||
| Acquisition of HealthTab Inc. | 1,760,000 | 325,600 | (510,400) | - | - | - | - | (184,800) | |||
| Acquisition of Corozon Platform | 909,090 | 200,000 | - | - | - | - | - | 200,000 | |||
| Acquisition of distribution rights | - | - | - | - | 510,878 | - | - | 510,878 | |||
| Share-based compensation | - | - | - | - | - | 333,601 | - | 333,601 | |||
| Net loss | - | - | - | - | - | - | (2,167,568) | (2,167,568) | |||
| Balance, September 30, 2018 | 39,065,998 | 20,284,820 | 462,933 | - | 733,388 | 4,388,095 | (23,259,177) | 2,610,059 |
All values are in US Dollars.
| Balance, December 31, 2018 | 40,103,665 | 20,783,372 | 211,167 | - | 733,388 | 4,386,450 | (25,228,411) | 885,966 |
|---|---|---|---|---|---|---|---|---|
| Shares issued for cash | 11,058,835 | 637,070 | - | - | - | - | - | 637,070 |
| Exercise of options | 73,928 | 39,807 | - | - | - | (19,106) | - | 20,701 |
| Shares to be issued | 1,236,191 | 211,167 | (211,167) | - | - | - | - | |
| Shares subscribed | - | - | - | 10,000 | - | - | - | 10,000 |
| Share-based compensation | - | - | - | - | - | 58,525 | - | 58,525 |
| Net loss | - | - | - | - | - | - | (1,799,849) | (1,799,849) |
| Balance, September 30, 2019 | 52,472,619 | 21,671,416 | - | 10,000 | 733,388 | 4,425,869 | (27,028,260) | (187,587) |
The accompanying notes are an integral part of these financial statements
Page 4
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc .)
Condensed Interim Consolidated Statements of Cash Flows
For the nine months ended September 30, 2019 and 2018
(Unaudited)
(Expressed in Canadian Dollars)
| Nine months ended September 30, | ||
|---|---|---|
| 2019 | 2018 | |
| $ | $ | |
| Operating Activities | ||
| Net loss | (1,799,849) | (2,167,568) |
| Adjustment for the non-cash items: | ||
| Amortization | 116,942 | 440,117 |
| Share-based payments | 58,525 | 333,601 |
| Write-down of inventories | 109,941 | 159,078 |
| Write-down of intangible assets | 313,514 | - |
| Gain on debt settlement | - | (178,286) |
| Services paid in shares | - | 37,401 |
| Change in working capital items: | ||
| Accounts receivable | 223,839 | 227,651 |
| Prepaid expenses and deposits | 8,194 | (101,030) |
| Inventories | (7,442) | (133,708) |
| Accounts payable and accrued liabilities | 284,307 | (76,478) |
| Net cash used in operating activities | (692,029) | (1,459,222) |
| Investing Activities | ||
| Intangible assets | - | (120,833) |
| Purchase of equipment | - | (5,000) |
| Net cash used in investing activities | - | (125,833) |
| Financing Activities | ||
| Proceeds from issuance of shares, net | 637,070 | 730,836 |
| Subscriptions received | 10,000 | - |
| Proceeds from exercise of options | 20,701 | - |
| Proceeds from exercise of warrants | - | 595,100 |
| Net cash provided by financing activities | 667,771 | 1,325,936 |
| Increase (Decrease) in Cash | (24,258) | (259,119) |
| Cash and Cash Equivalents, Beginning of Period | 84,442 | 559,733 |
| Cash and Cash Equivalents (Bank Overdraft), End of Period | 60,184 | 300,614 |
| Cash and Cash Equivalents (Bank Overdraft) Consist of: | ||
| Cash | 60,184 | 283,888 |
| Guaranteed Investment Certificates | - | 16,726 |
| Cash and cash equivalents | 60,184 | 300,614 |
Supplemental cash flow information (Note 18)
The accompanying notes are an integral part of these financial statements
Page 5
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc .)
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2019 and 2018
(Expressed in Canadian Dollars)
1.NATURE OF OPERATIONS AND GOING CONCERN
Avricore Health Inc. (formerly VANC Pharmaceuticals 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 symbol “AVCR” and are quoted on the OTCIQ Market as “NUVPF”. The Company’s registered office is at 810 – 789 West Pender Street, Vancouver, British Columbia, V6C 1H2.
The Company’s operations consist of the marketing and distribution of generic and over-the-counter (“OTC”) pharmaceuticals and point of care technology and point of care tests.
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 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.
The continuation of the Company as a going concern is dependent upon its ability to generate revenue from its operations, or raise additional financing to cover ongoing cash requirements.
The condensed interim 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.
| Nine months ended<br><br><br>September 30, 2019 | Year ended<br><br><br>December 31, 2018 | |
|---|---|---|
| $ | $ | |
| Deficit | (27,028,260) | (25,228,411) |
| Working capital (deficit) | (203,869) | 439,228 |
Economic dependence
The Company currently has licensing arrangements with three manufacturers to purchase, distribute and commercialize their drug molecules in Canada. The Company derives the majority of its gross sales from two distributors for the three and nine months ended September 30, 2019. The ability of the Company to sustain operations is partially dependent on the continued operation of these distributors. The launch of new OTC products diversifies the Company’s portfolio and reduces the risk of the economic dependence.
2.BASIS OF PRESENTATION
a)Statement of Compliance and basis of presentation
The interim consolidated financial statements for the three and nine months ended September 30, 2019 have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), IAS 34 Interim Financial Reporting. The interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Company’s annual consolidated financial statements as at and for the year ended December 31, 2018. The accounting policies followed in these interim financial statements are consistent with those applied in the Company’s most recent annual financial statements for the year ended December 31, 2018.
Page 6
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc .)
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2019 and 2018
(Expressed in Canadian Dollars)
2.BASIS OF PRESENTATION (continued)
b)Basis of presentation
The condensed interim consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The significant accounting policies are presented in Note 3 of the audited consolidated financial statements for the year ended December 31, 2018 and have been consistently applied in each of the periods presented. The consolidated financial statements are presented in Canadian dollars, which is also the Company’s functional currency, unless other indicated.
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 to the consolidated financial statements. 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) of the audited consolidated financial statements for the year ended December 31, 2018. 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.
c)Basis of consolidation
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 the consolidated financial statements. Where control of an entity is obtained during a financial year, its results are included in the consolidated statements of 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 subsidiaries, Vanc Marine Pharmaceuticals Inc. and HealthTab Inc.
3.ACQUISITION
On December 28, 2017, the Company completed the acquisition of all the common shares of HealthTab Inc. (“HealthTab”). HealthTab’s primary asset is intellectual property and certain trademarks and web domains related to the design of the HealthTab system, being a lab-accurate, point of care testing platform. Under the share purchase agreement, the consideration paid by the Company is as follows:
Cash payment of $100,000 upon signing of the share purchase agreement (paid);
Cash payment of $100,000 in six equal monthly instalments after the closing date (paid);
Issue 880,000 common shares no later than 125 days after the closing date (issued) (Notes 11);
Issue 880,000 common shares no later than 245 days after the closing date (issued);
Issue 906,667 common shares no later than 365 days after the closing date (issued);
Issue common shares equal to the higher of $100,000 or 5% of net sales related to HealthTab for the year ended December 2018 by January 31, 2019 (issued); and
Issue common shares equal to the higher of $100,000 or 5% of net sales related to HealthTab for the year ended December 2019 by January 31, 2020
This acquisition has been accounted for as an acquisition of assets and liabilities as HealthTab did not meet the definition of a business under IFRS 3, Business Combinations.
Page 7
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc .)
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2019 and 2018
(Expressed in Canadian Dollars)
3.ACQUISITION (continued)
The shares to be issued have been valued based on the Company’s share price on the acquisition. Due to the uncertainty associated with future revenue derived from HealthTab, the Company has estimated the 2020 share issuances to be $100,000.
4.ACCOUNTS RECEIVABLE
The Company’s accounts receivable consists of the following:
| September 30, 2019 | December 31, 2018 | |
|---|---|---|
| $ | $ | |
| Trade receivables | 37,126 | 193,465 |
| GST receivable | 19,315 | 86,815 |
| Employee advances | - | - |
| 56,441 | 280,280 |
5.PREPAID EXPENSES AND DEPOSITS
The closing balance consists of prepaid expense to vendors of $245,634 (December 31, 2018 – $218,951), security deposit for office of $8,420 (December 31, 2018 - $8,420), prepaid business insurance of $11,998 (December 31, 2018 - $7,396) and security deposits of $12,000 (December 31, 2018 - $Nil).
6.INVENTORIES
At September 30, 2019 and December 31, 2018, the Company’s inventory consists of the following:
| September 30, 2019 | December 31, 2018 | |
|---|---|---|
| $ | $ | |
| Finished goods | - | 102,499 |
| - | 102,499 |
Inventories expensed to cost of sales during the nine months ended September 30, 2019 are $27,018 (2018 - $116,681). During the nine months ended September 30, 2019, the Company recorded a write-down of inventory of $109,941 (2018 - $159,078).
Page 8
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc .)
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2019 and 2018
(Expressed in Canadian Dollars)
7.EQUIPMENT
| Office Furniture and Equipment | Computer equipment and Systems | Laboratory Equipment | Leasehold Improvements | Total | |
|---|---|---|---|---|---|
| Cost | $ | $ | $ | $ | $ |
| Balance, December 31, 2017 | 7,491 | 66,870 | 38,896 | 24,182 | 137,439 |
| Additions | 5,000 | - | - | - | 5,000 |
| Write off | (1,637) | (62,972) | - | - | (64,609) |
| Balance, December 31, 2018 and September 30, 2019 | 10,854 | 3,898 | 38,896 | 24,182 | 77,830 |
| Accumulated Amortization | |||||
| Balance, December 31, 2017 | 1,612 | 2,130 | 25,342 | 18,634 | 47,718 |
| Amortization | 3,264 | 19,422 | 4,067 | 1,849 | 28,602 |
| Write off | (495) | (19,000) | - | - | (19,495) |
| Balance, December 31, 2018 | 4,381 | 2,552 | 29,409 | 20,483 | 56,825 |
| Amortization | 1,456 | 303 | 2,135 | 832 | 4,726 |
| Balance, September 30, 2019 | 5,837 | 2,855 | 31,544 | 21,315 | 61,551 |
| Carrying value | |||||
| As at December 31, 2018 | 6,473 | 1,346 | 9,487 | 3,699 | 21,005 |
| As at September 30, 2019 | 5,017 | 1,043 | 7,352 | 2,867 | 16,279 |
8.INTANGIBLE ASSETS
| HealthTab | Corozon | Emerald | Total | |
|---|---|---|---|---|
| Cost | $ | $ | $ | $ |
| Balance, December 31, 2017 | 1,140,283 | - | - | 1,140,283 |
| Acquired assets | - | 231,818 | 510,878 | 742,696 |
| Write down | (1,140,282) | (231,817) | - | (1,372,099) |
| Balance, December 31, 2018 | 1 | 1 | 510,878 | 510,880 |
| Write down | - | - | (510,877) | (510,877) |
| Balance, September 30, 2019 | 1 | 1 | 1 | 3 |
| Accumulated Amortization | ||||
| Balance, December 31, 2017 | 4,166 | - | - | 4,166 |
| Amortization | 380,093 | 41,667 | 85,147 | 506,907 |
| Write down | (384,259) | (41,667) | - | (425,926) |
| Balance, December 31, 2018 | - | - | 85,147 | 85,147 |
| Amortization | - | - | 112,216 | 112,216 |
| Write down | - | - | (197,363) | (197,363) |
| Balance, September 30, 2019 | - | - | - | - |
| Carrying value | ||||
| As at December 31, 2018 | 1 | 1 | 425,731 | 425,733 |
| As at September 30, 2019 | 1 | 1 | 1 | 3 |
Page 9
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc .)
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2019 and 2018
(Expressed in Canadian Dollars)
8.INTANGIBLE ASSETS (continued)
On April 11, 2018, the Company entered into an asset purchase agreement with Corozon Consulting Corporation for the acquisition of the Corozon Platform. The Corozon Platform consists of two complementary modules: Corozon Academy which offers practical professional education to community pharmacists and Corozon Hardware which is an e-commerce portal that allows pharmacists to order point-of-care diagnostic devices and supplies. For consideration, the Company will pay twelve monthly instalments totaling $50,000 (paid) and issue 909,090 common shares valued at $200,000 (issued) (Note 11).
On April 15, 2018, the Company entered into a supply and distribution agreement with Emerald Health Therapeutics, Inc. (“Emerald”) to sell and distribute certain proprietary endocannabinoid-supporting products in Canada to licensed pharmacies. For consideration, the Company issued 3,030,303 warrants to Emerald valued at $510,878 to acquire 3,030,303 common shares of the Company at a price of $0.33 per share until April 15, 2020 (issued) (Notes 11).
During the year ended December 31, 2018 the Company recognized impairment of the intangible assets related to HealthTab acquisition (note 3) and Corozon Platform acquisition in the amount of $964,354. During the period ended September 31, 2019 the Company recognized impairment of the intangible assets related to Emerald acquisition (note 3) in the amount of $313,514. The impairment can be reversed in future periods when there is a change in the estimates used to determine the asset's recoverable amount.
9.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The Company’s accounts payable and accrued costs consist of the following:
| September 30, 2019 | December 31, 2018 | |
|---|---|---|
| $ | $ | |
| Trade accounts payable | 573,546 | 226,575 |
| Accrued liabilities | 25,000 | 87,664 |
| 598,546 | 314,239 |
During the year ended December 31, 2018, the Company issued 233,450 common shares to Lampyon Canada Inc. valued at $43,915 in consideration for services rendered pursuant to the terms of a service agreement entered into on April 10, 2018 During the nine months ended September 30, 2019 the Company issued 125,081 shares valued at $11,167 for the same services.
10.SHAREHOLDERS’ EQUITY
Authorized share capital
Authorized: Unlimited number of common shares without par value.
Issued share capital
During the nine months ended September 30, 2019:
The Company issued 1,111,110 common shares valued at $200,000 related to the acquisition of HealthTab (Note 3).
The Company issued 73,928 common shares for exercise of 73,928 stock options for gross proceeds of $20,701. $19,108 was reclassified from reserves to share capital on exercise of the options.
Page 10
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc .)
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2019 and 2018
(Expressed in Canadian Dollars)
10.SHAREHOLDERS’ EQUITY (continued)
The Company issued 125,081 common shares to Lampyon valued at $11,167 in consideration for services rendered pursuant to the terms of a service agreement entered into on April 10, 2018.
The Company closed a private placement 4,206,435 common shares at a price of $0.07 per share for gross proceeds of $294,450.
The Company closed a tranche of a private placement and issued 6,852,400 units at a price of $0.05 per unit for gross proceeds of $342,620. Each unit consisted of one common share and one share purchase warrant entitling the holder thereof to acquire additional common share of the Company at a price of $0.15 per share until August 13, 2021.
During the year ended December 31, 2018:
The Company issued 2,666,667 common shares valued at $773,733 related to the acquisition of HealthTab (Note 3).
The Company issued 909,090 common shares valued at $181,818 related to the acquisition of the Corozon Platform.
The Company issued 233,450 common shares to Lampyon valued at $43,915 in consideration for services rendered pursuant to the terms of a service agreement entered into on April 10, 2018.
The Company closed a private placement and issued 5,327,335 units at a price of $0.15 per unit for gross proceeds of $799,100. Each unit consisted of one common share and one share purchase warrant entitling the holder thereof to acquire additional common share of the Company at a price of $0.33 per share until July 27, 2020. The Company paid finder’s fees of $18,264 in cash and issued 88,800 finder’s warrants valued at $9,332. The finder’s warrants are exercisable to purchase one common share of the Company at $0.33 per share until July 31, 2020.
The Company issued 131,000 common shares for exercise of 131,000 stock options for gross proceeds of $28,820. $40,180 was reclassified from reserves to share capital on exercise of options.
The Company issued 2,975,500 common shares for exercise of 2,975,500 warrants for gross proceeds of $595,100. $8,210 was reclassified from reserves to share capital on exercise of warrants.
The Company granted 3,030,330 warrants valued at $510,877 to Emerald Health Therapeutics Inc. as consideration for a supply and distribution agreement.
Stock options
The Company has adopted an incentive share purchase option plan under the rules of the Exchange pursuant to which it is authorized to grant options to executive officers, directors, employees and consultants, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. 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.
Page 11
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc .)
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2019 and 2018
(Expressed in Canadian Dollars)
10.SHAREHOLDERS’ EQUITY (continued)
The changes in share options including those granted to directors, officers, employees and consultants during the nine months ended September 30, 2019 and year ended December 31, 2018 are summarized as follows:
| Nine months ended<br><br><br>September 30, 2019 | Year ended<br><br><br>December 31, 2018 | |||
|---|---|---|---|---|
| Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | |
| Beginning Balance | 2,539,000 | $0.23 | 2,420,000 | $0.24 |
| Options granted | 1,035,000 | $0.07 | 665,000 | $0.23 |
| Expired/Cancelled | (319,000) | $0.22 | (415,000) | $0.24 |
| Exercised | (73,928) | $0.28 | (131,000) | $0.23 |
| Ending Balance | 3,181,072 | $0.18 | 2,539,000 | $0.23 |
| Exercisable | 3,181,072 | $0.18 | 2,536,500 | $0.23 |
The following table summarizes information about share options outstanding and exercisable as at September 30, 2019:
| Exercise Price | Expiry date | Options | |
|---|---|---|---|
| Outstanding | Exercisable | ||
| $0.15 | July 20, 2022 | 150,000 | 150,000 |
| $0.15 | September 27, 2022 | 150,000 | 150,000 |
| $0.15 | November 20, 2022 | 150,000 | 150,000 |
| $0.28 | December 8, 2022 | 1,181,072 | 1,178,572 |
| $0.24 | March 27, 2023 | 200,000 | 200,000 |
| $0.21 | April 11, 2023 | 175,000 | 175,000 |
| $0.125 | September 12, 2023 | 140,000 | 140,000 |
| $0.075 | January 24, 2024 | 280,000 | 280,000 |
| $0.08 | February 28, 2024 | 140,000 | 140,000 |
| $0.06 | April 1, 2024 | 615,000 | 615,000 |
| 3,181,072 | 3,178,572 |
Share-based compensation
Share-based compensation of $nil and $58,525 was recognized during the three and nine months ended September 30, 2019 (2018 - $9,300 and $333,601) for stock options granted and vested during the current period. Options issued to directors and officers of the Company vested immediately, while those issued to consultants vest over one year, however, the Board may change such provisions at its discretion or as required on a grant-by-grant basis.
Share-based payments for options granted was measured using the Black-Scholes option pricing model with the following assumptions:
| Nine months ended<br><br><br>September 30, 2019 | Year ended<br><br><br>December 31, 2018 | |
|---|---|---|
| Expected life | 5.0 years | 5.0 years |
| Volatility | 141% - 143% | 142% - 157% |
| Dividend yield | 0% | 0% |
| Risk-free interest rate | 1.58% - 1.86% | 2.03% - 2.24% |
Page 12
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc .)
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2019 and 2018
(Expressed in Canadian Dollars)
10.SHAREHOLDERS’ EQUITY (continued)
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
The Company has issued warrants entitling the holders to acquire common shares of the Company. The summary of changes in warrants is presented below.
| Nine months ended<br><br><br>September 30, 2019 | Year ended<br><br><br>December 31, 2018 | |||
|---|---|---|---|---|
| Number of Warrants | Weighted Average Exercise Price | Number of Warrants | Weighted Average Exercise Price | |
| Beginning Balance | 13,852,264 | $0.28 | 8,381,326 | $0.20 |
| Warrants issued | 6,852,400 | $0.15 | 8,446,438 | $0.33 |
| Exercised | - | - | (2,975,500) | $0.20 |
| Outstanding | 20,704,664 | $0.24 | 13,852,264 | $0.28 |
The following table summarizes information about warrants outstanding and exercisable as at September 30, 2019:
| Exercise Price | Expiry date | Warrants Outstanding |
|---|---|---|
| $0.20 | June 26, 2022 | 1,791,159 |
| $0.20 | August 3, 2022 | 742,667 |
| $0.20 | November 27, 2022 | 2,872,000 |
| $0.15 | August 13, 2021 | 6,852,400 |
| $0.33 | April 15, 2020 | 3,030,303 |
| $0.33 | July 31, 2020 | 5,416,135 |
| 20,704,664 |
During the year ended December 31, 2018, the fair value of the finders’ warrants was calculated using the Black-Scholes Option Pricing Model using the following assumptions:
| Year ended<br><br><br>December 31, | |
|---|---|
| 2018 | |
| Expected life | 2.0 years |
| Volatility | 154% - 169% |
| Dividend yield | 0% |
| Risk-free interest rate | 2.05% - 2.10% |
11.PRODUCT REGISTRATION AND DEVELOPMENT
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| $ | $ | $ | $ | |
| Payroll | 98 | 49,645 | 4,999 | 179,761 |
| Product registration and licensing fees | - | 20,753 | - | 38,469 |
| 98 | 70,398 | 4,999 | 218,230 |
Page 13
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc .)
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2019 and 2018
(Expressed in Canadian Dollars)
12.SELLING AND MARKETING EXPENSES
| Three months ended <br>September 30, | Nine months ended <br>September 30, | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| $ | $ | $ | $ | |
| Payroll (sales personnel) | 11,045 | 41,757 | 68,803 | 132,244 |
| Marketing and advertising | - | 117,040 | 174,929 | 321,055 |
| Distribution | 5,968 | 33,077 | 28,541 | 90,495 |
| Travel | - | - | - | 983 |
| 17,013 | 191,874 | 272,273 | 544,777 |
13.GENERAL AND ADMINISTRATIVE EXPENSES
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| $ | $ | $ | $ | |
| Bank service charges | 1,825 | 962 | 4,271 | 2,734 |
| Filing and registration fees | 9,638 | 23,591 | 65,180 | 64,067 |
| Foreign exchange | (254) | (149) | 64 | (307) |
| Insurance | 4,660 | (135) | 24,844 | 13,431 |
| Office maintenance | 19,575 | 25,675 | 44,820 | 56,497 |
| Payroll | - | 459 | - | 30,534 |
| Rent | 13,264 | 12,740 | 38,743 | 37,597 |
| Shareholder communications | 41,930 | - | 46,930 | 15,082 |
| Travel | 4,901 | 4,468 | 30,976 | 29,077 |
| 95,539 | 67,611 | 255,828 | 248,712 |
14.RELATED PARTY TRANSACTIONS For the three and nine months ended September 30, 2019 and 2018, the Company recorded the following transactions with related parties:
a)$37,500 and $112,500 in management fees to the Chief Executive Officer of the Company (2018 -$37,500 and $112,500 in salaries and benefits).
b)$10,000 and $40,000 in consulting fees to the Executive Vice-President of Branding, Strategic Communications and Public Affairs (2018 -$nil and $nil).
c)$nil and $35,000 in consulting fees to a company controlled by a Senior Advisor to the Board of Directors (2018 - $nil and $nil). d)$45,263 and $45,263 in professional fees to a company controlled by the Chief Financial Officer of the Company (2018 - $nil and $nil) e)$30,220 and $30,220 in consulting fees to a Company of which a former Chief Financial Officer and former Corporate Secretary of the Company are employees (2018 -$nil and $nil). f)$nil and $14,000 in professional fees to a Company controlled by a former Chief Financial Officer (2018 - $19,333 and $44,333).
Page 14
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc .)
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2019 and 2018
(Expressed in Canadian Dollars)
14.RELATED PARTY TRANSACTIONS (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:
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| $ | $ | $ | $ | |
| Professional fees | 45,263 | 19,333 | 59,263 | 44,333 |
| Management fees | 37,500 | - | 112,500 | - |
| Consulting fees | 30,000 | - | 105,220 | - |
| Salaries and benefits | - | 68,599 | - | 222,730 |
| Share-based compensation | - | (17,256) | 58,525 | 266,867 |
| 112,763 | 70,676 | 335,508 | 533,930 |
As at September 30, 2019 the following amounts due to related parties were included in accounts payable and accrued liabilities.
| Due to | September 30, 2019 | December 31, 2018 |
|---|---|---|
| $ | $ | |
| President and former Chief Executive Officer | 103,445 | - |
| Chief Executive Officer | 31,500 | - |
| Company controlled by a Senior Advisor to the Board | 14,690 | - |
| Balance, end of period | 149,635 | - |
As at September 30, 2019 prepaid expenses included a balance of $25,988 professional fee paid to a company controlled by the CFO of the Company.
15.CAPITAL DISCLOSURES
The Company includes shareholders’ equity in the definition of capital. 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 will not issue additional equity until such time when funds are needed and the market conditions become favorable to the Company. 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 nine months ended September 30, 2019.
Page 15
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc .)
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2019 and 2018
(Expressed in Canadian Dollars)
16.COMMITMENTS
Leased premises
The Company has entered into contracts for leased premises, which expire in 2018. In September 2017, the Company extended the lease. Total future minimum lease payments under these contracts are as follows:
| September 30 , 201 9 | |
|---|---|
| $ | |
| Within 1 year | 38,219 |
| 2 years | 58,602 |
| 96,821 |
17.SEGMENTED INFORMATION
The company has the following business divisions:
Products Business Division
Marketing and distribution of generic and over-the-counter (OTC) pharmaceutical products and, through the Company's Corozon Platform, the distribution of point of care screening devices and related supplies and training materials.
Healthtab - Point of Care Business Division
Point of care screening services provided through the Company's HealthTab system and software platform.
Summarized financial information concerning reportable segments is shown in the following tables. As at September 30, 2019:
| Products | HealthTab | Total | |
|---|---|---|---|
| $ | $ | $ | |
| Accounts receivable | 55,094 | 1,347 | 56,441 |
| Equipment | 16,279 | - | 16,279 |
| Intangible assets | 2 | 1 | 3 |
| Accounts payable | 71,375 | 1,348 | 72,723 |
Page 16
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc .)
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2019 and 2018
(Expressed in Canadian Dollars)
17.SEGMENTED INFORMATION (continued)
| PRODUCTS | Nine months ended September 30, | |
|---|---|---|
| 2019 | 2018 | |
| $ | $ | |
| Revenue | ||
| Sales | 131,726 | 492,134 |
| Marketing, promotional incentives | (69,137) | (188,688) |
| Net sales | 62,589 | 303,446 |
| Cost of Sales | 33,081 | 187,243 |
| Gross Profit (loss) | 29,508 | 116,203 |
| Expenses | ||
| Amortization | 116,875 | 100,796 |
| Consulting | 404,375 | |
| General and administrative | 249,303 | 544,102 |
| Management Fees | 112,500 | |
| Product registration and development | 4,999 | 218,230 |
| Professional fees | 199,253 | 170,384 |
| Selling and marketing | 272,273 | 544,146 |
| Share-based compensation | 58,525 | - |
| 1,418,103 | 1,577,658 | |
| Other income (expense) | ||
| Write down of inventories | (109,941) | - |
| Write down of intangible assets | (313,514) | - |
| Other (loss) income | 5,993 | - |
| Net loss and comprehensive loss for the period | (1,806,057) | (1,461,455) |
| HEALTHTAB | ||
| --- | --- | --- |
| September 30, <br>2019 | September 30, <br>2018 | |
| $ | $ | |
| Revenue | ||
| Sales | 24,676 | 8,478 |
| Net sales | 24,676 | 8,478 |
| Cost of Sales | 11,488 | 12,292 |
| Gross Profit (loss) | 13,190 | (3,814) |
| Expenses | ||
| Amortization | 66 | 339,321 |
| General and administrative | 6,525 | 70,561 |
| Professional fees | 391 | 676 |
| Selling and marketing | - | 631 |
| 6,982 | 411,189 | |
| Net loss and comprehensive loss for the period | 6,208 | (415,003) |
Page 17
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc .)
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2019 and 2018
(Expressed in Canadian Dollars)
18.SUPPLEMENTAL CASH FLOW INFORMATION
During the nine months ended September 30, 2019 the Company:
Issued in total 1,111,110 common shares valued at $200,000 related to the acquisition of HealthTab (Notes 4 and 11).
Issued 125,081 shares to Lampyon Canada Inc valued at $11,167
19.FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and asset acquisition liability. 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.
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 and accounts receivable. The Company’s cash and cash equivalents are held through a large Canadian financial institution. The cash equivalent is composed of a guaranteed investment certificate and is issued by a Canadian bank with high investment-grade ratings. 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 45% of trade receivables are due from one customer at September 30, 2019 (December 31, 2018 – 51% from one customer).
Pursuant to their collective terms, accounts receivable from customers were aged as follows:
| September 30 , 2019 | December 31, 2018 | |
|---|---|---|
| $ | $ | |
| Not past due | - | 193,448 |
| Under 30 days past due | - | 27,266 |
| 31 – 90 days past due | 6,118 | 3,881 |
| Over 90 days past due | 31,008 | 55,685 |
| 37,126 | 280,280 |
Page 18
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc .)
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2019 and 2018
(Expressed in Canadian Dollars)
19.FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
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.
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. As at September 30 2019, the Company’s financial liabilities were comprised of accounts payable and accrued liabilities of $598,546 (December 31, 2018 - $314,239). (Note 20 Subsequent events) 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. As all of the Company’s purchases and sales are denominated in Canadian dollars, and it has no significant cash balances denominated in foreign currencies, the Company is not exposed to foreign currency risk at this time.
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.
d)Fair value of financials instruments
The fair values of financial assets and financial liabilities are determined as follows:
Cash and cash equivalents are measured at fair value. For accounts receivable, accounts payable, accrued liabilities and asset acquisition liability carrying amounts approximate fair value due to their short-term maturity;
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:
Page 19
Avricore Health Inc. (formerly VANC Pharmaceuticals Inc .)
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2019 and 2018
(Expressed in Canadian Dollars)
19.FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
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.
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. The Company has no financial instruments at this level.
Level 3:
Inputs for the asset or liability are not based on observable market data. Currently, the Company has no financial instruments at this level.
**20.**SUBSEQUENT EVENTS
Subsequent to the period ended September 30, 2019 following events occurred:
a) the Company granted 2,060,000 stock options to directors and consultants with an exercise price of $0.05 and a five-year term. The options vested immediately upon grant.
b) The Company issued a secured promissory note in the amount of $91,000 to the head of Healthtab in lieu of amounts owing. The promissory note matures on December 31, 2019 and is secured by the Healthtab intellectual property, trademarks, web domains and equipment.
Page 20 Exhibit 99.4

Avricore Health Inc.
(formerly VANC Pharmaceuticals Inc.) Management's Discussion & Analysis For the three and nine months ended September 30, 2019
1 | Page
Avricore Health Inc.
(formerly VANC Pharmaceuticals Inc.)
Management's Discussion and Analysis
as at November 29, 2019
This Management Discussion and Analysis ("MD&A") of Avricore Health Inc. (formerly VANC Pharmaceuticals Inc.) ("AVRICORE", the "Company", "we", "us" or "our") for the period ended September 30, 2019 is prepared as of November 29, 2019. This MD&A should be read in conjunction with the un-audited financial statements of the Company for the three and nine months ended September 30, 2019 and the audited financial statements for the year ended December 31, 2018 and the related notes thereto.
Our financial statements are prepared in accordance International Financial Reporting 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. (formerly VANC Pharmaceuticals Inc.) can be found on the SEDAR website (www.sedar.com) and on the Company's website (www.vancpharm.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 for the nine months ended September 30, 2019 and 2018 in Avricore's annual and interim financial statements and the notes thereto. These documents are available at www.sedar.com*.*
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 | Page
Avricore Health Inc.
(formerly VANC Pharmaceuticals Inc.)
Management's Discussion and Analysis
as at November 29, 2019
OVERVIEW
Avricore Health Inc. is a total health innovator focusing on revolutionary point-of-care-technologies, HealthTab + RASTR Network, to conduct real-world evaluations on treated populations. Avricore capitalizes on technological advancements and consumer health trends, offering consumers and health providers the ability to take control of health spending and outcomes. The Company has made significant progress in its transition into the world leader in providing life-saving screening tests for consumers and critically valuable real-world evaluation data for drug makers
HEALTHTAB + RASTR NETWORK – KEY DEVELOPMENTS
·Key developments have included:
oDeveloping new pharmacy partner locations with Shoppers Drug Mart
oDeveloping new pilot programs with national pharmacy chains,
oAdvancing discussions with lab service providers,
oNegotiating agreements with electronic health record service providers,
oHealthtab revenues increased 300% year-over-year.
·Continued to negotiate new PoC service integrations to expand the HealthTab testing menu.
·Refined the Rapid Access Safety Test Response (RASTR) Network to monetize de-identified data associated with high-value Real-World Evaluation (RWE) clinical trials.
·Moved forward with negotiations across several target demographics, domestically and internationally, with life-science companies, host-locations and Clinical Research Organizations (CRO).
Hector Bremner was appointed CEO on October 23th, 2019. Hector was formerly a Board Advisor and Executive Vice-President of Branding, Strategic Communications and Public Affairs. In his time with the Company, Mr. Bremner has refocussed strategic efforts completely around HealthTab + RASTR Network. The Company has entered into discussions and memorandums of understanding with key business partners including Clinart and Ontario Pharmacy Association, Given the pace of discussions, it is anticipated that the Company will realize its corporate objectives of securing definitive agreements and initiating additional revenue streams in Q1 2020.
RASTR, Rapid Access Safety Test Reporting, is a cloud-based network technology that enables the world’s first harmonized, real-time response system where consumers receive a finger-stick blood test at their local pharmacy via a web-enabled blood chemistry analyzer called the Piccolo Xpress. Their bio-markers, which include 21 key results related to heart, liver and kidney function, are received via secure login which they can then use to better understand their health performance and share with their healthcare team for evidence-based decision making.
De-identified data collected with consumer consent across the RASTR Network of analyzers can be shared with life-science companies and other research entities. The traditional clinical trial approach can be limited in the scope of time, demographical reach and other inherent exclusionary attributes. RASTR presents a revolutionary model for utilizing the system’s unique ability to offer real-time evaluations of treated populations and even real-world evaluation clinical trials. Deloitte surveyed life-science companies in 2017 to determine the level of investment in Real-World Evidence (RWE) studies, they found that despite the great need and investment in the area, a practical solution was not currently available. Today, Avricore Health believes that HealthTab + RASTR Network has finally achieved this significant industry objective. .
3 | Page
Avricore Health Inc.
(formerly VANC Pharmaceuticals Inc.)
Management's Discussion and Analysis
as at November 29, 2019
Currently, HealthTab is available in Shoppers Drug Marts in the Greater Toronto Area and the Company is currently fielding requests for HealthTab systems by pharmacy chains in Canada, which we anticipate will quadruple the number of locations by the end of Q1 2020. Furthermore, the Company announced a partnership agreement with the Ontario Pharmacists Association (OPA) whereby the OPA will market HealthTab to its members, which is the largest such membership in the country, with over 10,000 members and over 4400 community pharmacy locations.
Additionally, the Company began technical negotiations with a large healthcare technology and service provider to integrate the HealthTab + RASTR model into their offering. The Company anticipates announcing the final terms of that project by the end of 2019.
Established laboratory service providers are seeking to partner with the Company in offering its point-of-care testing as part of their overall menu. The HealthTab + RASTR approach is being embraced as the most credible manner in which to deploy such testing within a conventional lab approach, as it offers the reliability, accuracy and flexibility the industry needs.
Avricore has enjoyed a robust response from a variety of key industry players and sectors and has been engaging in a variety of technical discussions which are anticipated to lead to business. As these conversations progress, the Company will be making announcements in due course.
Life-Science Approach
Avricore believes that Clinical Research Organizations (CROs) are an excellent area of growth. The Company is in late discussions with CLINART, a large Dubai based CRO, to take HealthTab + RASTR Network to 15 countries in the Middle-East North-Africa (MENA) region. This opportunity would see the Company supporting CLINART with the clincal research and market development studies they conduct with the world’s largest drug-makers and NGO’s. Our RASTR discussions also include a large US based CRO.
The Company has also initiated discussions with four leading international drug makers, as well as research entities in North America, the UK, EU and Middle East.
Fully Integrated Patient Health Records
The Company has been in technical discussions on the integration of HealthTab into the electronic medical records and pharmacy management systems with a market leader in the provision of these systems.
HealthTab + RASTR Network’s API integration capabilities make it ideal to achieve an industry first, where a consumer’s test results can be directly linked to their patient health record, for real-time responses and smooth integration across the multiple platforms a health provider will use.
The Company looks forward to continuing the technical discussions and negotiations which are on-going with leading health data and laboratory service providers and announcing the concluded agreements and project plans.
Community Pharmacy Sector
Avricore is focused on expanding and further deploying its HealthTab and online Avricore Platform to best meet the current community pharmacy sector's needs. Community pharmacy is expected to focus increasingly on cognitive services with attendant point of care testing in the future.
4 | Page
Avricore Health Inc.
(formerly VANC Pharmaceuticals Inc.)
Management's Discussion and Analysis
as at November 29, 2019
Hema-fer – Iron Therapy
With the Company’s change in direction Avricore has placed Hema-fer, on back order while it is assessing various options for the Hema-fer business.
Board Advisors
Company efforts this year have been focused on positioning people capable of advancing its technology platform and launching its business development efforts. Adding to the capacity of the Avricore team are Board Advisors Dr. David Noshad and Sotiris Antoniou.
Dr. Noshad is President of Bio-Act Technology which specializes in research and development consulting and project management. He is also a part-time faculty member at British Columbia’s Thompson Rivers University Researcher and Instructor at the University of Victoria. He has Served as Principle Co-Investigator with the UBC’s Faculty of Pharmaceutical Sciences in pharmacology of Cannabis; characterizing cannabinoids and terpenes in Cannabis and Humulus.
Mr. Antoniou is Consultant Pharmacist at Barts Heart Centre, part of Barts Health NHS Trust and Lead Cardiovascular Pharmacist for University College London Partners. He is also an Independent Prescriber and is currently chair of the cardiac committee for United Kingdom Clinical Pharmacy Association (UKCPA) Chair of the DRM-foundation that supports the international Pharmacist Anticoagulation Taskforce (iPACT).
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019
Revenue
The gross revenue was $16,451 and $156,042 for the three and nine months ended September 30, 2019 (2018: $30,737 and $500,612). Net sales were $16,229 and $87,265 for the three and nine months ended September 30, 2019 (2018: $(2,957) and $311.924) after deducting the cost of customer marketing and promotional incentives of $312 and $69,137 (2018: $33,694 and $188,688).
The decrease in gross revenues for the three and nine months ended September 30, 2019 is in part due to change in corporate strategy that the Company is going through during the period as described elsewhere in this MD&A.
Other Operating Expenses
Management improved the disclosure on expense classification to monitor separate activities costs. Selling and Marketing expenses include all expenses related to sales personnel, selling and marketing, and distribution costs. Product registration and development includes all drug related expenses including scientific consulting, regulatory fees and regulatory personnel. General and administrative cost includes expenses associated with running the day-to-day operations of the business.
5 | Page
Avricore Health Inc.
(formerly VANC Pharmaceuticals Inc.)
Management's Discussion and Analysis
as at November 29, 2019
The Company spent $17,013 and $272,273 on selling and marketing (2018: $191,874 and $544,777). The sales and marketing expense consist of sales personnel payroll cost of $11,045 and $68,802 for the three and nine months ended September 30, 2019 (2018: $41,757 and $132,444); marketing and advertising costs in relation to the product sales and promotion in the amount of $nil and $174,929 for the nine months ended September 30, 2019 (2018: $117,040 and $321,055), logistics and distribution cost of $5,968 and $28,541 for the nine months ended September 30, 2019 (2018: $33,077 and $90,495).
Selling and marketing expense decreased as compared to prior periods is due to a change in corporate strategy as described elsewhere in this MD&A affecting the products and services provided to customers.
Amortization decreased to $1,575 and $116,941 for the three and nine months ended September 30, 2019 (2018: $184,705 and $440,117) due to the write-down of certain equipment and intellectual property.
The increase in consulting fees to $183,994 and $404,375 compared to the same period in the prior year (2018: $96,908 and $241,321) was mainly due to hiring consultants experienced in business development and promoting contemporary innovative services in the pharmaceutical industry including Health Tab including one time consulting fees related to the transition Health Tab.
Product registration and development costs decreased significantly to $98 and $4,999 (2018: $70,398 and $218,230) due to a reduction in payroll and licensing expenses related to development of generic drugs which the Company discontinued selling.
Professional fees increased to $72,839 and $199,644 (2018: $56,384 and $171,060) with increase in professional engagement.
General and administrative expenses were $95,539 and 255,828 (2018: $67,611 and $248,712). All the general and administrative expenses are in line with the normal course of business operations.
Share-based compensation of $nil and $58,525 was recognized during the three and nine months ended September 30, 2019 (2018: $9,300 and $333,601) for stock options granted and vested during the current period. The decrease relates to the higher number of stock options vested during the comparative period of the previous year. Options issued to directors and officers of the Company vested immediately, while those issued to consultants vest over one year.
6 | Page
Avricore Health Inc.
(formerly VANC Pharmaceuticals Inc.)
Management's Discussion and Analysis
as at November 29, 2019
QUARTERLY FINANCIAL INFORMATION
The following table highlights selected unaudited consolidated financial data for each of the eight most recent quarters that, in management's opinion, have been prepared on a basis consistent with the audited consolidated financial statements for the year ended December 31, 2018. 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 | Sep 2019 | Jun 2019 | Mar 2019 | Dec 2018 | Sep 2018 | Jun 2018 | Mar 2018 | Dec 2017 |
|---|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | $ | $ | |
| Gross revenue | 16,541 | 89,559 | 50,302 | 327,349 | 30,737 | 160,087 | 309,788 | 261,309 |
| Net sales | 16,229 | 20,733 | 50,302 | 89,202 | (2,957) | 159,789 | 155,092 | 112,537 |
| Gross profit (loss) | 12,230 | 18,036 | 12,430 | (115,305) | (97,651) | 112,111 | 97,929 | 51,300 |
| Other operating expenses | 408,558 | 417,419 | 570,205 | 772,256 | 639,730 | 740,676 | 532,509 | 613,189 |
| Write-down of inventories | 3,242 | 106,337 | 363 | 67,947 | 61,755 | 74,868 | 22,455 | 298,260 |
| Share-based <br>compensation | - | 29,620 | 28,904 | 38,537 | 9,300 | 97,369 | 226,932 | 133,896 |
| Net Loss | 683,428 | 531,287 | 585,137 | 1,969,234 | 682,799 | 800,802 | 683,967 | 994,045 |
| Loss/Share | (0.01) | (0.01) | (0.01) | (0.03) | (0.02) | (0.03) | (0.02) | (0.04) |
| Total Assets | 410,959 | 649,308 | 970,189 | 1,200,205 | 2,814,837 | 2,882,936 | 2,489,118 | 2,900,186 |
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations have been financed through the issuance of common shares. Management anticipate that additional financings or capital requirements to fund the current commercial operations and working capital will be required to grow the business to a sustainable level.
Cash flows
| Sources and Uses of Cash: | Nine months ended September 30 | |
|---|---|---|
| 2019 | 2018 | |
| $ | $ | |
| Cash used in operating activities | (692,029) | (1,459,222) |
| Cash used in investing activities | - | (125,833) |
| Cash provided by financing activities | 667,771 | 1,325,936 |
| Cash and Cash Equivalents, closing balance | 60,184 | (300,614) |
There is an overall cash outflow of $24,258 for the nine months ended September 30, 2019 compared to cash outflow of $259,119 in comparable period in 2018. The change in cash provided or used by various types of activities is the result of change in business direction in 2019 compared to 2018.
7 | Page
Avricore Health Inc.
(formerly VANC Pharmaceuticals Inc.)
Management's Discussion and Analysis
as at November 29, 2019
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 Health Tab and RASTR,
·the size, cost and effectiveness of our sales and marketing program, distributions and marketing arrangements,
·the ability of the Company to raise capital through the issuance of its securities.
As at September 30, 2019, the Company had a working capital deficit of $203,869 (December 31, 2018: working capital $439,228). We believe that our cash on hand, the expected future cash inflows from the sale of our products, net proceeds from the warrants exercised, if any, may not be sufficient to finance our working capital within the next twelve months. If our existing cash resources together with the cash we generate from the sales of our products are insufficient to fund our working capital, operational needs, we may need to sell additional equity or debt securities or seek additional financing through other arrangements. DISCLOSURE OF OUTSTANDING SHARE DATA The following table summarizes the Company's outstanding share capital as at report date:
Reporting date
| Common Shares | 52,472,619 |
|---|---|
| Stock Options | 5,241,072 |
| Stock Warrants | 20,704,664 |
COMMITMENTS AND AGREEMENTS
Promissory note
Subsequent to the period ended September 30, 2019, the Company issued a secured promissory note in the amount of $91,000 to the head of Healthtab in lieu of amounts owing. The promissory note matures on December 31, 2019 and is secured by the Healthtab intellectual property, trademarks, web domains and equipment.
8 | Page
Avricore Health Inc.
(formerly VANC Pharmaceuticals Inc.)
Management's Discussion and Analysis
as at November 29, 2019
Leased premises
The Company has entered into contracts for leased premises, which expire in September 2021. Total future minimum lease payments under these contracts are as follows: ****
| September 30, 2019 | |
|---|---|
| Within 1 year | 50,958 |
| 2 — years | 45,861 |
| 96,819 |
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
Our consolidated financial statements are prepared in accordance with IFRS. These accounting principles require the Company's management to make estimates, judgments and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes to the consolidated financial statements. 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. Actual results may differ from these estimates under different assumptions or conditions. Significant areas requiring management estimates include accounting for amounts recorded in connection recoverability of inventories, reporting of revenue recognition, bad debt and doubtful accounts, income taxes, accounting for stock-based compensation expense, and commitments and contingencies.
The significant accounting policies that we believe are the most critical in fully understanding and evaluating our reported financial results include revenue recognition, stock-based compensation and fair value measurements of financial instruments. These and other significant accounting policies are described more fully in Note 2 and 3 of our yearly consolidated financial statements for the year ended December 31, 2018.
Inventory valuation
The Company estimates the net realizable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realization of these inventories may be affected by regulatory changes or other market-driven changes that may reduce future selling prices. In determining net realizable value, the Company considers such factors as turnover, historical experience, expiry dates and shelf life of the products. A change to these assumptions could impact the Company's inventory valuation and gross margin. Provision is calculated based on the expiry date. The Company attempts to sell products with short shelf life with significant rebates. Any unsold products with short shelf life and expired products are written-off.
Revenue recognition
Revenues are recognized when the risks and rewards of ownership have passed to the customer based on the terms of the sale, collection of the relevant receivable is probable, evidence of an arrangement exists and the sales price is fixed or determinable. Risks and rewards of ownership pass to the customer upon successful completion of shipment of pharmaceuticals. Provisions for sales discounts, incentives, and rebates and returns are made based upon historical experiences.
9 | Page
Avricore Health Inc.
(formerly VANC Pharmaceuticals Inc.)
Management's Discussion and Analysis
as at November 29, 2019
Useful lives of depreciable assets
The Company reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utilization of the assets. Uncertainties in these estimates relate to technical obsolescence that may change the utilization of certain equipment.
Intellectual property
The recoverability of the carrying value of the intellectual property is dependent on successful development and commercial stage to the point where revenue is possible. The carrying value of these assets is reviewed by management when events or circumstances indicate that its carrying value may not be recovered. If impairment is determined to exist, an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount.
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 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. Changes in these assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Company's options and warrants issued. Management must also make significant judgments or assessments as to how financial assets and liabilities are categorized.
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 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
10 | Page
Avricore Health Inc.
(formerly VANC Pharmaceuticals Inc.)
Management's Discussion and Analysis
as at November 29, 2019
issuance of share capital. These conditions may cast substantial doubt on the Company's ability to continue as a going concern.
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***.***
Economic dependence
The Company currently has licensing arrangements with three manufacturers to purchase, distribute and commercialize their drug molecules in Canada. The Company derives over 88% of its gross sales from three major national distributors for the nine months ended September 30, 2019. The Company has decided to discontinue drug sales. The launch of Health Tab and RASTR diversifies the Company's portfolio and reduces the risk of the economic dependence.
Financial Instruments and Risk Management
The Company's financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and asset acquisition liability. 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 and accounts receivable. The Company's cash and cash equivalents are held through a large Canadian financial institution. The cash equivalent is composed of a guaranteed investment certificate and is issued by a Canadian bank with high investment-grade ratings. The Company does not have financial assets that are invested in asset-backed commercial paper.
11 | Page
Avricore Health Inc.
(formerly VANC Pharmaceuticals Inc.)
Management's Discussion and Analysis
as at November 29, 2019
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 45% of trade receivables are due from one customer at September 30, 2019 (December 31, 2018 — 51% from one customer).
Pursuant to their collective terms, accounts receivable was aged as follows:
| September 30, 2019 | December 31, 2018 | |
|---|---|---|
| $ | $ | |
| Not past due | - | 223,249 |
| 0 — 30 days past due | - | 25,165 |
| 31 — 90 days past due | 6,118 | 1,945 |
| Over 90 days past due | 31,008 | 29,921 |
| 37,126 | 280,280 |
As at September 30, 2019 and December 31, 2018, the allowance for doubtful accounts receivable was $nil.
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. As at September 30, 2019, the Company's financial liabilities were comprised of accounts payable and accrued liabilities of $598,546 (December 31, 2018 - $314,239).
Subsequent to the period ended September 30, 2019, the Company issued a secured promissory note in the amount of $91,000 to the head of Healthtab in lieu of amounts owing. The promissory note matures on December 31, 2019 and is secured by the Healthtab intellectual property, trademarks, web domains and equipment.
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. As all of the Company's purchases and sales are denominated in Canadian dollars, and it has no significant cash balances denominated in foreign currencies, the Company is not exposed to foreign currency risk at this time.
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.
12 | Page
Avricore Health Inc.
(formerly VANC Pharmaceuticals Inc.)
Management's Discussion and Analysis
as at November 29, 2019
RELATED PARTY TRANSACTIONS
For the three and nine months ended September 30, 2019 and 2018, the Company recorded the following transactions with related parties: a)$37,500 and $112,500 in management fees to the President and former Chief Executive Officer of the Company (2018 -$37,500 and $112,500 in salaries and benefits).
b)$10,000 and $40,000 in consulting fees to the Chief Executive Officer and former Executive Vice-President of Branding, Strategic Communications and Public Affairs (2018 -$nil and $nil).
c)$nil and $35,000 in consulting fees to a company controlled by a Senior Advisor to the Board of Directors (2018 - $nil and $nil). d)$45,263 and $45,263 in professional fees to a company controlled by the Chief Financial Officer of the Company (2018 - $nil and $nil) e)$30,220 and $30,220 in consulting fees to a Company of which a former Chief Financial Officer and former Corporate Secretary of the Company are employees (2018 -$nil and $nil). f)$nil and $14,000 in professional fees to a Company controlled by a former Chief Financial Officer (2018 - $19,333 and $44,333).
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:
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| $ | $ | $ | $ | |
| Professional fees | 45,263 | 19,333 | 59,263 | 44,333 |
| Management fees | 37,500 | - | 112,500 | - |
| Consulting fees | 30,000 | - | 105,220 | - |
| Salaries and benefits | - | 68,599 | - | 222,730 |
| Share-based compensation | - | (17,256) | 58,525 | 266,867 |
| 112,763 | 70,676 | 335,508 | 533,930 |
As at September 30, 2019 the following amounts due to related parties were included in accounts payable and accrued liabilities. As at September 30, 2019 prepaid expenses included a balance of $25,988 professional fee paid to a company controlled by the CFO of the Company.
| Due to | September 30, 2019 | December 31, 2018 |
|---|---|---|
| $ | $ | |
| President and former Chief Executive Officer | 103,445 | - |
| Chief Executive Officer and former Vice President of Branding, Communications and Public Affairs | 31,500 | - |
| Company controlled by a Senior Advisor to the Board | 14,690 | - |
| Balance, end of period | 149,635 | - |
13 | Page
Avricore Health Inc.
(formerly VANC Pharmaceuticals Inc.)
Management's Discussion and Analysis
as at November 29, 2019
ACCOUNTING STANDARDS ISSUED, BUT NOT YET IN EFFECTIVE
The following is an overview of accounting standard changes that the Company will be required to adopt in future years.
IFRS 16 — Leases
IFRS 16 specifies how an IFRS reporter will recognize, measure, present and disclose leases. The standard provides a single lessee The IASB issued IFRS 16, Leases, in January 2016, which replaces the current guidance in IAS 17. Under IAS 17, lessees were required to make a distinction between a finance lease and an operating lease. IFRS 16 requires lessees to recognize a lease liability reflecting future lease payments and a "right-of-use asset" for virtually all lease contracts. The IASB has included an optional exemption for certain short-term leases and leases of low-value assets. IFRS 16 is effective for annual periods beginning on or after January 1, 2019.
The Company expects that the impact of IFRS 16 will have on its consolidated financial statements is to record a right to use asset with an offsetting liability for its existing leases, as well as additional disclosure.
The Company estimates the value of the right-of-use assets and corresponding lease liability to be approximately $100,000 on recognition.
Other new standards or amendments are either not applicable or not expected to have a significant impact on the Company's consolidated financial statements.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements, which would require disclosure.
CONTAC T
| Officers and Directors <br>Hector Bremner, CEO<br><br><br>Bob Rai, President, Director <br>Kiki Smith, CFO <br>David Hall, Chairman <br>Alan Amstein, Director <br>David Farnfield, Director<br><br><br>Dr. Robert Sindelar, Director | Contact<br><br><br>Avricore Health Inc.<br><br><br>Suite 2300, 1177 West Hastings Street<br><br><br>Vancouver, BC V6E 2K3<br><br><br>Tel: 604-247-2639 |
|---|
14 | Page Exhibit 99.5
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Hector D. Bremner, CEO of Avricore Health Inc., certify the following:
1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Avricore Health Inc. (the “issuer”) for the interim period ended September 30, 2019*.*
- No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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, with respect to the period covered by the interim filings.
3. **** Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim 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 interim filings.
Date: November 29, 2019
“Hector Bremner”
_______________________
Hector D. Bremner, 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 99.6
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Kiki Smith, CFO of Avricore Health Inc., certify the following:
1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Avricore Health Inc. (the “issuer”) for the interim period ended September 30, 2019*.*
- No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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, with respect to the period covered by the interim filings.
3. **** Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim 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 interim filings.
Date: November 29, 2019
“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.