Avricore Health Inc 6-K, filed Sep 6, 2024
Avricore Health Inc. (AVCRF)
About this 6-K
Avricore Health Inc filed this 6-K on September 6, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2024.
Commission File Number: 000-51848
Avricore Health Inc.
(Exact name of registrant as specified in its charter)
1120-789 West Pender St, Vancouver, BC, V6C 1H2
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): NO
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): NO
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Exhibits
The following exhibits are included in this form 6-K:
| Exhibit No. | Description | Date Released | ||
| 1 | News Release- Corporate Update Q2 | 2024-08-29 | ||
| 2 | June-2024 Interim Financial Statements | 2024-08-29 | ||
| 3 | June-2024 Management Discussion and Analysis | 2024-08-29 | ||
| 4 | June-2024 CEO Certification of interim filings | 2024-08-29 | ||
| 5 | June-2024 CFO Certification of interim filings | 2024-08-29 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AVRICORE HEALTH INC. | ||
| Date: September 6, 2024 | By | “Kiki Smith” |
| Kiki Smith | ||
| Chief Financial Officer | ||
Exhibit 1
AVRICORE HEALTH CORPORATE UPDATE:
MID-YEAR RESULTS SHOW STRONG GROWTH, PROFITABILITY
VANCOUVER, BRITISH COLUMBIA – Aug 29, 2024) – AVRICORE HEALTH INC. (TSXV: AVCR) (the “Company” or “Avricore”) reports on its mid-year results for 2024 demonstrating the Company’s continued success in maintaining strong growth in revenues while achieving net profitability.
In the six months ended June 30, 2024 revenues grew by 84% year-over-year, topping $2,169,513 with gross profit increasing 94% equalling $855,566. This was supported by Q2 2024 revenue increasing 91% against the same period in 2023 to $1,045,206, with gross profit topping $370,775, a 62% gain.
This success led the Company to recording a net profit of $222,559 and posting a net increase in cash of $279,039.
“Our success comes from great partners, an incredible team and a shared mission by all that believes everyone deserves better access to care,” said Hector Bremner, CEO of Avricore. “We’ve put that mission at the centre of what we do and know that the passion for our mission is growing, and we can do so much more in Canada and globally.”
Second Consecutive Profitable Quarter
The Company incurred a comprehensive income of $222,559 for the six months ended June 30, 2024 (2023 - loss $475,737). Revenue grew thanks to an increase in HealthTab™ systems deployed and tests sold. Gross margin for the period was 39% (2023- 37%) outperforming the Company’s target margin of 30%. Share-based compensation of $29,062 (2023 - $256,519) was recognized for stock options granted, vested, and repriced during the period.
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue | $ | 1,045,206 | $ | 548,049 | $ | 2,169,513 | $ | 1,177,290 | ||||||||
| % Change - year over year | 91 | % | 84 | % | ||||||||||||
| Gross profit | $ | 370,775 | $ | 229,471 | $ | 855,566 | $ | 440,152 | ||||||||
| % Change - year over year | 62 | % | 94 | % | ||||||||||||
We’ve Got What It Takes
As of this reporting period the Company had a working capital of $609,108 (December 31, 2023 – $244,343) and $329,357 (December 31, 2023 - $427,689) in accounts receivable. Given the positive trend, we believe that our cash resources, along with the net inflows of revenues from operations and the potential exercising of options, are sufficient to fund our working capital for the next twelve months. However, should growth opportunities present themselves that would exceed this, we have strategic plans that would ensure we meet demand.
| Sources and Uses of Cash: | Period ended June 30, 2024 | |||||||
| 2024 | 2023 | |||||||
| $ | $ | |||||||
| Cash provided by (used in) operating activities | 417,118 | 227,832 | ||||||
| Cash used in investing activities | (124,679 | ) | (418,488 | ) | ||||
| Cash provided by (used in) financing activities | (13,400 | ) | 42,500 | |||||
| Cash and Cash Equivalents, closing balance | 555,610 | 472,371 | ||||||
The Right Direction
The following table highlights selected financial data for each of the eight most recent quarters.
| Quarter Ended | June 2024 | March 2024 | Dec 2023 | Sep 2023 | June 2023 | Mar 2023 | Dec 2022 | Sep 2022 | ||||||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||||||||||||
| Revenue | 1,045,206 | 1,124,307 | 1,354,403 | 953,454 | 548,049 | 629,241 | 997,235 | 572,228 | ||||||||||||||||||||||||
| Gross profit (loss) | 370,775 | 484,791 | 501,466 | 261,778 | 229,471 | 210,681 | 168,845 | 215,961 | ||||||||||||||||||||||||
| Share-based compensation | 1,598 | 27,464 | 142,765 | 304,328 | 168,518 | 88,001 | 243,000 | 58,354 | ||||||||||||||||||||||||
| Comprehensive income (loss) | 54,022 | 168,537 | 59,584 | (285,062 | ) | (284,225 | ) | (191,512 | ) | (244,789 | ) | (180,398 | ) | |||||||||||||||||||
| Net profit (loss)/share | 0.00 | 0.00 | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||||||||||||
| Total Assets | 2,618,384 | 2,798,058 | 2,538,205 | 2,453,136 | 2,143,810 | 2,296,565 | 2,568,983 | 2,128,017 | ||||||||||||||||||||||||
Looking Ahead
The Company sees several near-term positive developments coming throughout the balance of 2024 and into 2025:
| ● | Expanding its network of pharmacies utilizing HealthTab, | |
| ● | working with pharmacy partners to ensure the maximizing of testing as part of their patient approach, | |
| ● | preparing for potential pharmacy funding announcements by provinces that will support chronic disease screening and testing, as well as Strep testing, by these trusted healthcare professionals, | |
| ● | expanding the UK feasibility study in collaboration with its partners and securing NHS support for pharmacy scope, | |
| ● | increasing API connectivity partners to better support patient health records, | |
| ● | new market access pilots and expansions, | |
| ● | general policy shifts in key markets which will open doors to further expansion. |
Overall, the Company believes it can manage stable growth through cashflow, putting it on a strong footing going forward. If, and when, opportunities arise that would require additional capital beyond current abilities, the Company can access it and ensure it can meet demand. Growth in Canada will be a focus; however, international markets present significant opportunity and will eventually represent a larger share of revenues in time. The market for health services and POCT in pharmacy is growing thanks to public policy decisions which are supporting the approach. Furthermore, standards being set for POCT in pharmacy are more in line with HealthTab’s approach, making either previously used and even recently developed approaches increasingly obsolete or unable to meet the modern standard. The Company feels in light of all this, that it is on the right track and is confident of its strategy.
The Company also announces that at its annual general meeting held on June 20, 2024, shareholders approved an increase of 45,000 in the number of stock options available to be issued under the Company’s stock option plan.
HealthTab™ Market Fast Facts
| ● | Point of Care Testing Market to reach $93.21 Billion USD in 2030 (Source) | |
| ● | Nearly 13.6 Million Canadians expected to be diabetic or prediabetic by 2030, with many undiagnosed (Source) | |
| ● | Over 1 in 3 Americans, approximately 88 million people, have pre-diabetes (Source) | |
| ● | Close to 160,000 Canadians 20 years and older are diagnosed with heart disease each year, often it’s only after a heart attack they are diagnosed. (Source) | |
| ● | There are more that 10,000 pharmacies in Canada, 88,000 pharmacies in the US, nearly 12,000 in the UK. |
About HealthTab™
HealthTab™ is a turnkey point-of-care testing solution that combines best-in-class point-of-care technologies with a secure, cloud-based platform for tackling pressing global health issues. With just a few drops of blood from a finger prick, the system generates lab-accurate results on the spot and data is reported in real time. The test menu includes up to 23 key biomarkers for screening and managing chronic diseases, such as diabetes and heart disease (e.g., HbA1c, Lipid Profile, eGFR). HealthTab™ has also recently added capabilities for bacterial and viral tests, such as strep and COVID-19.
The HealthTab™ network model is unlike anything in pharmacy today. It gives knowledgeable and trusted pharmacists a greater role in primary care delivery, while empowering patients to take more control of their health. It also reduces costs and waiting times and provides many potential revenue streams including equipment leasing & consumables, direct access testing, disease prevention & management programs, sponsored health programs, decentralized clinical trials, real world data (RWD) sets, and third-party app integration through API.
About Avricore Health Inc.
Avricore Health Inc. (TSXV: AVCR) is a pharmacy service innovator focused on acquiring and developing early-stage technologies aimed at advancing pharmacy practice and patient care. Through its flagship offering HealthTab™, a wholly owned subsidiary, the Company’s mission is to make actionable health information more accessible to everyone by creating the world’s largest network of rapid testing devices in community pharmacies.
Contact:
Avricore Health Inc.
Hector
Bremner, CEO 604-773-8943
info@avricorehealth.com
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 HealthTab™ 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 few 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
Exhibit 2
Avricore Health Inc.
Condensed Interim Consolidated Financial Statements
(Unaudited)
For the three and sixth months ended June 30, 2024 and 2023
(Expressed in Canadian Dollars)
Notice to Reader
Management has prepared the unaudited condensed interim consolidated financial statements for Avricore Health 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 condensed interim consolidated financial statements for the period ended June 30, 2024 and 2023.
Avricore Health Inc.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
| Note | Unaudited June 30, 2024 | Audited December 31, 2023 | ||||||||
| $ | $ | |||||||||
| ASSETS | ||||||||||
Current Assets | ||||||||||
| Cash and cash equivalents | 555,610 | 276,571 | ||||||||
| Term deposit | 10,000 | 10,000 | ||||||||
| Accounts receivable | 4 | 329,357 | 427,689 | |||||||
| Prepaid expenses and deposits | 5 | 46,272 | 38,625 | |||||||
| Inventory | 9,045 | 20,676 | ||||||||
| 950,284 | 773,561 | |||||||||
| Equipment | 6 | 1,610,612 | 1,717,995 | |||||||
| Intangible assets | 7 | 57,488 | 46,649 | |||||||
| Total Assets | 2,618,384 | 2,538,205 | ||||||||
LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Accounts payable and accrued liabilities | 8 | 341,176 | 489,218 | |||||||
| Loans payable | 9 | - | 40,000 | |||||||
| 341,176 | 529,218 | |||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Share capital | 10 | 27,215,835 | 27,186,114 | |||||||
| Reserves | 10 | 6,574,374 | 6,558,433 | |||||||
| Deficit | (31,513,001 | ) | (31,735,560 | ) | ||||||
| 2,277,208 | 2,008,987 | |||||||||
| Total Liabilities and Shareholders’ Equity | 2,618,384 | 2,538,205 | ||||||||
Nature of operations and going concern (Note 1)
Approved and authorized for issuance on behalf of the Board of Directors on August 29, 2024.
| “Hector Bremner” | “David Hall” | |
| Hector Bremner, Director | David Hall, Chairman |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 1 |
Avricore Health Inc.
Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Loss)
For the three and six months ended June 30, 2024 and 2023
(Unaudited - Expressed in Canadian Dollars)
Three months ended June 30 | Six months ended June 30 | |||||||||||||||||
| Note | 2024 | 2023 | 2024 | 2023 | ||||||||||||||
| $ | $ | $ | $ | |||||||||||||||
| Revenue | 14 & 17 | 1,045,206 | 548,049 | 2,169,513 | 1,177,290 | |||||||||||||
| Cost of sales | (674,431 | ) | (318,578 | ) | (1,313,947 | ) | (737,138 | ) | ||||||||||
| Gross profit | 370,775 | 229,471 | 855,566 | 440,152 | ||||||||||||||
| Expenses | ||||||||||||||||||
| Advertising and promotion | - | - | 41 | 2,208 | ||||||||||||||
| Amortization | 6 & 7 | 730 | 781 | 1,459 | 1,093 | |||||||||||||
| Consulting | 12 | 54,000 | 54,000 | 108,000 | 128,117 | |||||||||||||
| General and administrative | 11 | 98,272 | 101,780 | 236,363 | 184,230 | |||||||||||||
| Management Fees | 12 | 54,000 | 54,000 | 108,000 | 108,000 | |||||||||||||
| Shareholder communications | 17,006 | 41,767 | 36,892 | 83,685 | ||||||||||||||
| Professional fees | 12 | 91,106 | 92,766 | 123,206 | 153,726 | |||||||||||||
| Share-based compensation | 10 & 12 | 1,598 | 168,518 | 29,062 | 256,519 | |||||||||||||
| (316,712 | ) | (513,612 | ) | (643,023 | ) | (917,578 | ) | |||||||||||
| Profit / (loss) before other income (expense) | 54,063 | (284,141 | ) | 212,543 | (477,426 | ) | ||||||||||||
Other income (expense) | ||||||||||||||||||
| Gain on settlement of debt | 9 | - | - | 10,000 | - | |||||||||||||
| Interest income | 184 | 111 | 193 | 2,379 | ||||||||||||||
| Foreign exchange gain (loss) | (225 | ) | (195 | ) | (177 | ) | (690 | ) | ||||||||||
| Net profit / (loss) and comprehensive income / (loss) for the period | 54,022 | (284,225 | ) | 222,559 | (475,737 | ) | ||||||||||||
| Basic and Diluted Earning / (Loss) Per Share | 0.00 | (0.00 | ) | 0.00 | (0.00 | ) | ||||||||||||
Weighted Average Number of Common Shares Outstanding | ||||||||||||||||||
| Basic | 99,871,642 | 99,628,180 | 99,805,845 | 99,462,344 | ||||||||||||||
| Diluted | 105,606,642 | 99,628,180 | 105,540,845 | 99,462,344 | ||||||||||||||
Segmented information (Note 14)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 2 |
Avricore Health Inc.
Condensed Interim Consolidated Statements of Changes in Shareholder’s Equity
For the three and six months ended June 30, 2024 and 2023
(Unaudited - Expressed in Canadian Dollars)
| Number of Shares | Share Capital | Warrant Reserve | Option Reserve | Deficit | Total | |||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||
| Balance, December 31, 2022 | 99,244,664 | 27,064,727 | 901,229 | 5,032,479 | (31,034,345 | ) | 1,964,090 | |||||||||||||||||
| Exercise of options | 400,000 | 121,387 | - | (78,887 | ) | - | 42,500 | |||||||||||||||||
| Share-based compensation | - | - | - | 256,519 | - | 256,519 | ||||||||||||||||||
| Net loss for the period | - | - | - | - | (475,737 | ) | (475,737 | ) | ||||||||||||||||
| Balance, June 30, 2023 | 99,644,664 | 27,186,114 | 901,229 | 5,210,111 | (31,510,082 | ) | 1,787,372 | |||||||||||||||||
| Balance, December 31, 2023 | 99,644,664 | 27,186,114 | 901,229 | 5,657,204 | (31,735,560 | ) | 2,008,987 | |||||||||||||||||
| Exercise of options | 245,000 | 29,721 | - | (13,121 | ) | - | 16,600 | |||||||||||||||||
| Share-based compensation | - | - | - | 29,062 | - | 29,062 | ||||||||||||||||||
| Net income for the period | - | - | - | - | 222,559 | 222,559 | ||||||||||||||||||
| Balance, June 30, 2024 | 99,889,664 | 27,215,835 | 901,229 | 5,673,145 | (31,513,001 | ) | 2,277,208 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 3 |
Avricore Health Inc.
Condensed Interim Consolidated Statements of Cash Flows
For the six months ended June 30, 2024 and 2023
(Unaudited - Expressed in Canadian Dollars)
| 2024 | 2023 | |||||||
| $ | $ | |||||||
| Operating Activities | ||||||||
| Net profit (loss) | 222,559 | (475,737 | ) | |||||
| Adjustment for non-cash items: | ||||||||
| Amortization | 221,223 | 167,172 | ||||||
| Share-based payments | 29,062 | 256,519 | ||||||
| Gain on settlement of debt | (10,000 | ) | - | |||||
| Change in working capital items: | ||||||||
| Accounts receivable | 98,332 | 556,860 | ||||||
| Inventory | 11,631 | - | ||||||
| Prepaid expenses and deposits | (7,647 | ) | (28,527 | ) | ||||
| Deferred revenue | - | (252,000 | ) | |||||
| Accounts payable and accrued liabilities | (148,042 | ) | 3,545 | |||||
| Net cash provided by (used in) operating activities | 417,118 | 227,832 | ||||||
| Investing Activities | ||||||||
| Intangible assets | (16,320 | ) | (7,484 | ) | ||||
| Purchase of equipment | (108,359 | ) | (411,004 | ) | ||||
| Net cash used in investing activities | (124,679 | ) | (418,488 | ) | ||||
| Financing Activities | ||||||||
| Proceeds from exercise of stock options | 16,600 | 42,500 | ||||||
| Loan repaid | (30,000 | ) | - | |||||
| Net cash (used in) provide by financing activities | (13,400 | ) | 42,500 | |||||
| Increase / (Decrease) in cash and cash equivalents | 279,039 | (148,156 | ) | |||||
| Cash and cash equivalents, beginning of period | 276,571 | 620,527 | ||||||
| Cash and cash equivalents, end of period | 555,610 | 472,371 | ||||||
Supplemental cash flow information (Note 15)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 4 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2024 and 2023
(Unaudited - Expressed in Canadian Dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
Avricore Health Inc. (the “Company”) was incorporated under the Company Act of British Columbia on May 30, 2000. The Company’s common shares trade on the TSX Venture Exchange (the “Exchange”) under the symbol “AVCR” and are quoted on the OTCQB Market as “AVCRF”. The Company’s registered office is at 700 – 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5.
The Company is involved in the business of health data and point-of-care technologies (“POCT”).
The condensed interim 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 historically experienced operating losses and negative operating cash flows. As at June 30, 2024, the Company has an accumulated deficit of $31,513,001 and working capital of $609,108 which is insufficient to finance the Company’s operations over the next twelve months. These conditions indicate the existence of material uncertainty that 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 and/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.
2. BASIS OF PRESENTATION
a) Statement of Compliance
The condensed interim consolidated financial statements for the period ended June 30, 2024 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 condensed 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, 2023. 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, 2023.
b) Basis of preparation
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 annual consolidated financial statements for the year ended December 31, 2023 and have been consistently applied in each of the periods presented. The condensed interim consolidated financial statements are presented in Canadian dollars, which is also the Company’s and its subsidiary’s functional currency, unless other indicated.
| 5 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2024 and 2023
(Unaudited - Expressed in Canadian Dollars)
2. BASIS OF PRESENTATION (continued)
b) Basis of preparation (continued)
The preparation of condensed interim consolidated financial statements in accordance with IFRS requires the Company’s management to make estimates, judgments and assumptions that affect amounts reported in the condensed interim consolidated financial statements and accompanying notes. The areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the condensed interim consolidated financial statements are disclosed below. 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
Condensed interim 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 condensed interim consolidated financial statements. Where control of an entity is obtained during a financial year, its results are included in the condensed interim consolidated statements of operations and comprehensive loss from the date on which control commences. Where control of an entity ceases during a financial year, its results are included for that part of the year during which control exists.
These condensed interim consolidated financial statements include the accounts of the Company and its controlled wholly owned Canadian subsidiary HealthTab™ Inc.
3. SUMMARY OF MATERIAL ACCOUNTING POLICIES
Significant accounting estimates and judgments
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. Management must also make significant judgments or assessments as to how financial assets and liabilities are categorized.
Estimation of useful lives of equipment and software
Amortization of equipment and software is dependent upon estimates of their useful lives. The actual lives of the assets are assessed annually and may vary depending on a number of factors. In reassessing asset lives, factors such as technological innovation, product lifecycles, and maintenance are taken into account.
| 6 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2024 and 2023
(Unaudited - Expressed in Canadian Dollars)
3. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)
Significant accounting estimates and judgments (continued)
Judgements
Significant judgments used in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:
Revenue recognition
Revenue is recognized when the revenue recognition criteria expressed in the accounting policy stated above have been met. Judgment may be required when allocating revenue or discounts on sales amongst the various elements in a sale involving multiple deliverables.
Deferred income taxes
Tax interpretations, regulations and legislation in the various jurisdictions in which the Company operates are subject to change. The determination of income tax expense and deferred tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretations of laws in the countries in which the Company operates. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred taxes or the timing of tax payments. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can be utilized without a time limit, that deferred tax asset is usually recognized in full.
Going concern
Management has applied judgements in the assessment of the Company’s ability to continue as a going concern when preparing these financial statements. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. The factors considered by management are disclosed in Note 1.
4. ACCOUNTS RECEIVABLE
The Company’s accounts receivable consists of the following:
| June 30, 2024 | December 31, 2023 | |||||||
| $ | $ | |||||||
| Trade receivables | 323,102 | 420,998 | ||||||
| GST receivable | 6,255 | 6,691 | ||||||
| 329,357 | 427,689 | |||||||
5. PREPAID EXPENSES AND DEPOSITS
The balance consists of prepaid expenses to vendors of $31,022 (December 31, 2023 - $16,889), prepaid business insurance of $3,250 (December 31, 2023 - $9,736) and security deposits of $12,000 (December 31, 2023 - $12,000).
| 7 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2024 and 2023
(Unaudited - Expressed in Canadian Dollars)
6. EQUIPMENT
| Equipment | ||||
| $ | ||||
| Cost | ||||
| Balance, December 31, 2022 | 1,298,703 | |||
| Additions | 1,021,572 | |||
| Balance, December 31, 2023 | 2,320,275 | |||
| Additions | 108,359 | |||
| Balance, June 30, 2024 | 2,428,634 | |||
| Accumulated Amortization | ||||
| Balance, December 31, 2022 | 190,712 | |||
| Amortization | 411,568 | |||
| Balance, December 31, 2023 | 602,280 | |||
| Amortization | 215,742 | |||
| Balance, June 30, 2024 | 818,022 | |||
| Carrying value | ||||
| As at December 31, 2023 | 1,717,995 | |||
| As at June 30, 2024 | 1,610,612 | |||
Equipment is comprised primarily of assets leased to earn revenues.
7. INTANGIBLE ASSETS
| Software | HealthTab™ | Corozon | Emerald | Total | ||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Balance, December 31, 2022 | 40,177 | 1 | 1 | 1 | 40,180 | |||||||||||||||
| Additions | 25,288 | - | - | - | 25,288 | |||||||||||||||
| Balance, December 31, 2023 | 65,465 | 1 | 1 | 1 | 65,468 | |||||||||||||||
| Additions | 16,320 | - | - | - | 16,320 | |||||||||||||||
| Balance, June 30, 2024 | 81,785 | 1 | 1 | 1 | 81,788 | |||||||||||||||
| Accumulated Amortization | ||||||||||||||||||||
| Balance, December 31, 2022 | 10,319 | - | - | - | 10,319 | |||||||||||||||
| Amortization | 8,500 | - | - | - | 8,500 | |||||||||||||||
| Balance, December 31, 2023 | 18,819 | - | - | - | 18,819 | |||||||||||||||
| Amortization | 5,481 | - | - | - | 5,481 | |||||||||||||||
| Balance, June 30, 2024 | 24,300 | - | - | - | 24,300 | |||||||||||||||
| Carrying value | ||||||||||||||||||||
| As at December 31, 2023 | 46,646 | 1 | 1 | 1 | 46,649 | |||||||||||||||
| As at June 30, 2024 | 57,485 | 1 | 1 | 1 | 57,488 | |||||||||||||||
| 8 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2024 and 2023
(Unaudited - Expressed in Canadian Dollars)
8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The Company’s accounts payable and accrued liabilities consist of the following:
| June 30, 2024 | December 31, 2023 | |||||||
| $ | $ | |||||||
| Trade accounts payable | 296,086 | 428,677 | ||||||
| GST payable | 45,090 | 60,541 | ||||||
| 341,176 | 489,218 | |||||||
9. LOANS PAYABLE
During the year ended December 31, 2020, the Company received a Canada Emergency Business Account loan of $40,000 to be repaid on or before December 31, 2024. The loan was interest-free until January 18, 2024. In January 2024, the Company repaid the loan principal of $30,000 and received loan forgiveness of $10,000, recorded as gain on settlement of debt.
10. SHARE CAPITAL
Authorized share capital
Authorized: Unlimited number of common shares without par value.
Issued share capital
During the period ended June 30, 2024:
The Company issued 245,000 common shares upon exercise of stock options for gross proceeds of $16,600.
During the year ended December 31, 2023:
The Company issued 400,000 common shares upon exercise of stock options for gross proceeds of $42,500.
Stock options
The Company has adopted a fixed up to 20% incentive share purchase option plan under the rules of the Exchange pursuant to which it is authorized to grant options to acquire up to 19,970,000 common shares of the Company to executive officers, directors, employees and consultants. The options can be granted for a maximum term of ten years and generally vest either immediately or in specified increments of up to 25% in any three-month period.
| 9 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2024 and 2023
(Unaudited - Expressed in Canadian Dollars)
10. SHARE CAPITAL (continued)
Stock options (continued)
The changes in stock options including those granted to directors, officers, employees and consultants are summarized as follows:
| Period ended June 30, 2024 | Year ended December 31, 2023 | |||||||||||||||
| Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | |||||||||||||
| Beginning Balance | 10,350,000 | $ | 0.17 | 8,635,000 | $ | 0.14 | ||||||||||
| Options granted | - | - | 2,365,000 | $ | 0.26 | |||||||||||
| Expired/Cancelled | (55,000 | ) | $ | 0.06 | (250,000 | ) | $ | 0.17 | ||||||||
| Exercised | (245,000 | ) | $ | 0.07 | (400,000 | ) | $ | 0.11 | ||||||||
| Ending Balance | 10,050,000 | $ | 0.17 | 10,350,000 | $ | 0.17 | ||||||||||
| Exercisable | 10,015,000 | $ | 0.17 | 9,132,250 | $ | 0.17 | ||||||||||
The following table summarizes information about stock options outstanding and exercisable as at June 30, 2024:
| Exercise Price | Expiry date | Options | ||||||||||
| Outstanding | Exercisable | |||||||||||
| $ | 0.05 | October 15, 2024 | 1,450,000 | 1,450,000 | ||||||||
| $ | 0.08 | November 18, 2025 | 500,000 | 500,000 | ||||||||
| $ | 0.08 | December 8, 2025 | 710,000 | 710,000 | ||||||||
| $ | 0.19 | January 28, 2026 | 150,000 | 150,000 | ||||||||
| $ | 0.25 | March 22, 2026 | 1,800,000 | 1,800,000 | ||||||||
| $ | 0.15 | August 10, 2027 | 2,675,000 | 2,675,000 | ||||||||
| $ | 0.15 | August 12, 2027 | 100,000 | 100,000 | ||||||||
| $ | 0.16 | October 12, 2027 | 300,000 | 300,000 | ||||||||
| $ | 0.28 | May 15, 2028 | 1,825,000 | 1,825,000 | ||||||||
| $ | 0.20 | June 21, 2028 | 400,000 | 400,000 | ||||||||
| $ | 0.20 | September 15, 2028 | 140,000 | 105,000 | ||||||||
| 10,050,000 | 10,015,000 | |||||||||||
The weighted average remaining life of the stock options outstanding at June 30, 2024 is 2.42 years (December 31, 2023: 2.84 years).
Share-based compensation
Share-based compensation of $1,598 and $29,062 was recognized during the three and six months ended June 30, 2024 (2023 - $168,518 and $256,519), respectively, for stock options granted and/or vested during the 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.
| 10 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2024 and 2023
(Unaudited - Expressed in Canadian Dollars)
10. SHARE CAPITAL (continued)
Share-based compensation (continued)
Share-based payments for options granted and repriced was measured using the Black-Scholes option pricing model with the following assumptions:
| 2024 | 2023 | |||||||
| Expected life | - | 3.30 years | ||||||
| Volatility | - | 134% - 174 | % | |||||
| Dividend yield | - | 0 | % | |||||
| Risk-free interest rate | - | 3.28% - 4.20 | % | |||||
Option pricing models require the use of highly subjective estimates and assumptions, including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates.
Warrants
There were no warrants outstanding at June 30, 2024 and December 31, 2023.
Fair value of the finder’s warrants granted is measured using the Black-Scholes pricing model. Black-Scholes 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.
11. GENERAL AND ADMINISTRATIVE EXPENSES
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Bank service charges | 1,339 | 1,757 | 7,595 | 2,866 | ||||||||||||
| Filing and registration fees | 7,287 | 31,230 | 15,609 | 40,958 | ||||||||||||
| Insurance | 21,972 | 23,997 | 48,675 | 44,290 | ||||||||||||
| Office maintenance | 10,264 | 10,129 | 20,068 | 23,237 | ||||||||||||
| Payroll | 18,767 | 16,730 | 37,692 | 33,054 | ||||||||||||
| Regulatory fees | 391 | 7,286 | 624 | 7,286 | ||||||||||||
| Rent | 5,800 | 4,500 | 10,300 | 9,000 | ||||||||||||
| Travel | 29,202 | 6,151 | 89,300 | 23,539 | ||||||||||||
| Warranty expense | 3,250 | - | 6,500 | - | ||||||||||||
| 98,272 | 101,780 | 236,363 | 184,230 | |||||||||||||
12. RELATED PARTY TRANSACTIONS
For the three and six months ended June 30, 2024 and 2023, the Company recorded the following transactions with related parties:
| a) | $2,800 and $4,300 in office rent (2023 – $1,500 and $3,000) to a company controlled by the Chief Technology Officer of the Company. |
| b) | $3,000 and $6,000 in office rent (2023 – $3,000 and $6,000) to a company controlled by the Chief Financial Officer of the Company. |
| 11 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2024 and 2023
(Unaudited - Expressed in Canadian Dollars)
12. RELATED PARTY TRANSACTIONS (continued)
| c) | $115,113 and $200,530 worth of purchases (2023 - $89,190 and $170,290) to a company controlled by Chief Technology Officer of the Company. |
Related party transactions not otherwise described in the condensed consolidated interim financial statements are shown below. The remuneration of the Company’s directors and other members of key management, who have the authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, consist of the following:
| Type of transaction | Three months ended June 30, | Six months ended June 30, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Consulting fees | 54,000 | 54,000 | 108,000 | 108,000 | ||||||||||||
| Management fees | 54,000 | 54,000 | 108,000 | 108,000 | ||||||||||||
| Professional fees | 32,100 | 32,100 | 64,200 | 64,200 | ||||||||||||
| Share-based compensation | - | 138,169 | 20,715 | 209,815 | ||||||||||||
| 140,100 | 278,269 | 300,915 | 490,015 | |||||||||||||
There were no amounts due to related parties as at June 30, 2024 and December 31, 2023
13. CAPITAL DISCLOSURES
The Company includes Common shares, Options reserve and Warrants reserve in the definition of capital net of share issue costs. The Company’s objective when managing capital is to maintain sufficient cash resources to support its day-to-day operations. The availability of capital is solely through the issuance of the Company’s common shares. The Company intends to issue additional equity at 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 period ended June 30, 2024.
14. SEGMENTED INFORMATION
At June 30, 2024 and December 31, 2023, the Company has only one segment, being the HealthTab™ - Point of Care Business in Canada.
Revenue from the major customer was $1,045,206 and $2,169,513 during the three and six months period ended June 30, 2024 (2023 - $522,156 and $1,151,397 ). The major customer purchases goods and services from the Company’s only segment HealthTab™ - Point of Care Business. The loss of this major customer could significantly impact on the Company’s revenue and financial position.
15. SUPPLEMENTAL CASH FLOW INFORMATION
There were no non-cash transactions during the period ended June 30, 2024 and 2023.
| 12 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2024 and 2023
(Unaudited - Expressed in Canadian Dollars)
16. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
The Company’s financial instruments include cash and cash equivalents, term deposit, accounts receivable, accounts payable and loans payable. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities. The Company has exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments.
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 condensed interim 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 Company does not have financial assets that are invested in asset-backed commercial paper.
The Company performs ongoing credit evaluations of its accounts receivable but does not require collateral. The Company establishes an allowance for expected credit losses based on the credit risk applicable to particular customers and historical data.
Approximately 97% of trade receivables are due from one customer at June 30, 2024 (December 31, 2023 – 99% from one customer).
a) Liquidity risk
Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation. Liquidity risk has been assessed as moderate.
The Company monitors its spending plans, repayment obligations and cash resources, and takes actions with the objective of ensuring that there is sufficient capital in order to meet short-term business requirements. To facilitate its expenditure program, the Company raises funds primarily through public equity financing. Please refer to note 13 to these condensed consolidated interim financial statements regarding the Company’s strategy to raise the funds through equity.
Contractual undiscounted cash flow requirements for financial liabilities as at June 30, 2024 are as follows:
| Carrying value | Contractual Cash flows | Within 1 year | 1 - 5 Years | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Trade accounts payable | 296,086 | 296,086 | 296,086 | - | ||||||||||||
| 296,086 | 296,086 | 296,086 | - | |||||||||||||
| 13 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2024 and 2023
(Unaudited - Expressed in Canadian Dollars)
16. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
b) 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 fixed interest rates and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company is not exposed to significant interest rate risk.
c) Fair values of financial instruments
The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities and amounts resulting from direct arm’s length transactions.
Cash and cash equivalents are valued using quoted market prices or from amounts resulting from direct arm’s length transactions. As a result, these financial assets have been included in Level 1 of the fair value hierarchy.
The fair values of financial assets and financial liabilities are determined as follows:
Cash and cash equivalents are measured at fair value on a recurring basis using a level 1 measurement. The carrying amounts of accounts receivable, accounts payable, and loans payable are of approximate fair value due to their short-term maturity or current market rates for similar instruments.
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full contractual term. Derivatives are included in Level 2 of the fair value hierarchy as they are valued using price models. These models require a variety of inputs, including, but not limited to, contractual terms, market prices, forward price curves, yield curves and credit spreads.
Level 3: Inputs for the asset or liability are not based on observable market data.
17. REVENUE
Revenues earned are comprised of lease and service of $581,166 and $1,144,653 (2023 –$387,206 and 698,207) for the three and six months ended June 30, 2024 and sale of products of $464,040 and $1,024,860 (2023 –$160,843 and $479,083). For the periods ended June 30, 2024 and 2023, the Company had one major customer from whom revenues are earned. Please refer to note 14 to this financial statement for the details regarding revenue from the major customer.
| 14 |
Exhibit 3
Avricore Health Inc.
Management’s Discussion & Analysis
For the three and six months ended
June 30, 2024
Avricore Health Inc. Management’s Discussion and Analysis as of August 29, 2024 |
This Management Discussion and Analysis (“MD&A”) of Avricore Health Inc. (“AVRICORE”, the “Company”, “we”, “us” or “our”) for the period ended June 30, 2024 is prepared as of August 29, 2024. This MD&A should be read in conjunction with the unaudited condensed interim financial statements for the three and six months ended June 30, 2024 and the audited consolidated financial statements for the years ended December 31, 2023 and the related notes thereto.
Our consolidated 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. can be found on the SEDAR website (www.sedarplus.ca) and on the Company’s website (www.avricorehealth.com).
FORWARD LOOKING STATEMENTS
This MD&A contains or incorporates forward-looking statements within the meaning of Canadian securities legislation (collectively, “forward-looking statements. These forward-looking statements relate to, among other things, revenue, earnings, changes in cost and expenses, capital expenditures and other objectives, strategic plans and business development goals, and may also include other statements that are predictive in nature or that depend upon or refer to future events or conditions, and can generally be identified by words such as “may”, “will”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” or similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These statements are not historical facts but instead represent only Avricore’s expectations, estimates and projections regarding future events.
Although the Company believes the expectations reflected in such forward-looking statements are reasonable, such statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Undue reliance should not be placed on such statements. Certain material assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Known and unknown factors could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Important assumptions, influencing factors, risks and uncertainties are referred to in the body of this MD&A, in the press release announcing the Company’s financial results, and in Avricore’s condensed interim financial statements and the notes thereto. These documents are available at www.sedarplus.ca.
The forward-looking statements contained in this MD&A are made as at the date of this MD&A and, accordingly, are subject to change after such date. Except as required by law, Avricore does not undertake any obligation to update or revise any forward-looking statements made or incorporated in this MD&A, whether as a result of new information, future events or otherwise.
| 2 | Page |
Avricore Health Inc. Management’s Discussion and Analysis as of August 29, 2024 |
OVERVIEW
Avricore Health is focused on acquiring and developing early-stage technologies aimed at advancing pharmacy practice and patient care. Through our flagship offering HealthTab™ (a wholly owned subsidiary), we provide a turnkey point-of-care testing platform, creating value for stakeholders and better outcomes for patients.
The HealthTab™ platform effectively transforms pharmacies into community point-of-care diagnostic centers. HealthTab™ enables pharmacists to take on a greater role in primary health services and direct patient care. By capitalizing on the rapidly growing point-of-care testing market. HealthTab™ ultimately improves the quality of life for patients living with chronic illness.
POST COVID-19 ENVIRONMENT
In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. Four years later the pandemic’s aftershocks continue to impact the environment in which the Company operates.
One benefit is the increased focus on real world evaluations and rapid point-of-care testing (POCT) which has brought increased attention to HealthTab™. While continuing HealthTab’s™ primary focus on general health screening it has also been adapted to support virological testing.
In 2024, it is estimated over 6 million Canadians do not have a access to a family doctor, and only 29% of those who can are able to access them in a timely manner. This challenge is expected to get worse, as 29% of family doctors are planning on retiring or changing careers in the next 12 – 36 months.
That pharmacy is playing a critical role in filling the gaps that have been created and reducing expenses, as they can offer timely services in an efficient manner utilizing healthcare team members with lower billable rates. This is attractive in the current economy and stretched public health budgets.
HEALTHTAB™ – KEY DEVELOPMENTS
Key developments have included:
| ● | In the six months ended June 30, 2024 revenue increased by 84% year over year to $2,169,513 and gross profit increased by 94% to $855,566. |
| ● | In the three months ended June 30, 2024 revenue increased by 91% year over year to $1,045,206 and gross profit increased by 62% to $370,775. |
| ● | In the six months ended June 30, 2024 the Company recorded net profit of $222,559 and a net increase in cash of $279,039. |
| ● | Avricore has partnered with Ascensia Diabetes Care to integrate their blood glucose monitoring systems, CONTOUR®NEXT GEN and CONTOUR®NEXT ONE, with Avricore’s HealthTab™ platform. The collaboration aims to improve diabetes management for patients and pharmacists in Canada by linking daily blood glucose testing data to the patient’s HealthTab™ account. This integration will provide a more comprehensive health data tool for combating diabetes. The technical work is expected to be completed by Q3 of this year, with ongoing efforts to encourage patient engagement. Ascensia Diabetes Care is a global company focused on supporting people with diabetes and is a subsidiary of PHC Holdings Corporation. |
| 3 | Page |
Avricore Health Inc. Management’s Discussion and Analysis as of August 29, 2024 |
| ● | In September 2023, the Company announced its first testing location within Rexall’s Pharmacy Walk-In Clinic in Sherwood Park, Alberta. That location, a first for Rexall as well, offers both the Afinion 2™ blood-chemistry analyzer as well as the ID Now™ molecular platform by Abbott Rapid Diagnostics, giving patients quick access to their test results, and allowing for immediate consultation with their pharmacist. |
| ● | Subsequent to the initial launch, the Company was pleased to announce further expansion of HealthTab™ with Rexall Pharmacy Group ULC (“Rexall”). The Companies have been working closely to develop the best patient approaches and internal workflows to ensure the most successful deployment of this powerful point-of-care testing platform. |
| ● | The next steps with Rexall will be to deploy a minimum of another 20 locations spread out between stores in Alberta and Ontario. After each deployment, the teams will collaborate to assess deployment workflow, refine processes and identify further deployment opportunities based on patient and pharmacist feedback. |
| ● | Avricore’s HealthTab™ platform has been selected by a collaborative effort involving Barts Heart Centre and HEART UK to assess the feasibility of community pharmacists in the UK providing cholesterol testing alongside blood pressure checks for cardiovascular risk evaluation. The study aims to build on the success of over 930,000 blood pressure checks conducted in 6,000 pharmacies as part of an NHS initiative. With NHS England allocating £645 million (approx. $1.1 billion CDN$) to increase access to primary care in community pharmacy, HealthTab™ will support pharmacists in delivering vital support for chronic diseases. |
| ● | Signing a reseller agreement between HealthTab™ Inc. and Abbott Rapid Diagnostics Limited UK & Ireland. This agreement provides a foundation for HealthTab™ to purchase and distribute the Afinion™ 2 and associated tests for diabetes and heart disease screening in community pharmacies in the United Kingdom. |
| ● | The Company has significantly expanded the number of Shoppers Drug Mart pharmacies offering its HealthTab™ point-of-care testing platform under a renewed Master Service Agreement (MSA) to 784 locations nation-wide. In addition to Shoppers Drug Mart pharmacies, this new MSA and corresponding Statement of Work (SOW) provides for affiliated locations under the Loblaws family of brands, to utilize HealthTab™ upon request. |
| ● | 781 HealthTab™ systems were operating in Shoppers Drug Mart® and Loblaw family stores including pharmacist walk-in clinics as of June 30, 2024; 479 in Ontario and 92 in British Columbia, 21 in Nova Scotia, 163 in Alberta, 3 in Prince Edward Island, 1 in Saskatchewan and 22 in New Brunswick. The Company was honoured to have HealthTab™ placed in the first pharmacist-led primary healthcare clinic located in Lethbridge, Alberta. Not only was this the first clinic, it was also the first system placed in a Real Canadian Superstore®, as well as its first Alberta location. |
| ● | Subsequent to June 30, 2024 an additional 3 systems have been deployed for a total of 784 participating Shoppers Drug Mart® pharmacies and Loblaw family stores offering screening tests to patients via HealthTab™ systems as of the date of this report. |
| ● | In 226 of these locations, the Company has deployed Abbott’s ID Now™, either in combination with the Afinion 2™ or standalone, to offer confirmed molecular testing for virus detection in community pharmacies. Last year’s “tripledemic” (Flu, RSV and Covid) strained the Canadian healthcare system beyond its breaking point. This year scientists are concerned about a heavily mutated Covid variant. Pharmacy will play a key a role in these battles and confirmed tests results means faster responses, better treatment and less spread of these infectious diseases. |
| ● | Subsequent to June 30, 2024, 6 systems commenced operating at Rexall Stores in Alberta, Ontario and Saskatchewan. |
| 4 | Page |
Avricore Health Inc. Management’s Discussion and Analysis as of August 29, 2024 |
| ● | While flu season strains pharmacies’ capacity for chronic disease screening and management, having the ID Now™ means HealthTab™ can support pharmacies with confirmed molecular testing for virus detection during these critical months of the year and diversify the Company’s revenues. |
| ● | The innovative practice of pharmacist-led primary healthcare clinics is expected to expand, as provinces struggle to meet the health care needs of their residents and recruit more family physicians. The program’s primary focus is to screen patients at-risk for diabetes and cardiovascular disease. In-store signage and print material will let customers know they are able to request HealthTab™ tests, and existing patients will be made aware through direct outreach from their Shoppers Drug Mart® or Real Canadian Superstore® pharmacist based on their health profile. On March 28th, 2023, the Government of Canada tabled its budget for the year ahead, including a 10-year funding agreement with the Nation’s provinces to increase healthcare funding. This new funding approach is novel for the fact that each province will have specific agreements, opposed to the more traditional generalized formula. This approach is expected to bring substantial innovations related to healthcare data and new healthcare service delivery models, as the provinces agreed to make changes to rules and practices which have limited data-flow optimization and healthcare access. |
| ● | The Canadian Medical Association expressed support for many of the initiatives on March 30th, 2023, in relation to the healthcare agreement and encouraged government to institute recommendations from the Addressing Canada’s Health Workforce Crisis report from the Standing Committee on Health. One of the key items they pointed to was “…optimizing scopes of practice for health professionals…”. |
| ● | Most provinces have already begun expanding the scope of practice of their pharmacists, with 7 provinces allowing these healthcare professionals to prescribe for minor ailments and 8 provinces either allowing or will soon allow them to order and interpret lab results. HealthTab™ is uniquely situated to support the expanding scope of pharmacy practice. |
| ● | As of July 1st, 2022, the Government of Ontario brought into effect an expanded scope of practice for community pharmacists in the province, joining Alberta in this growing and increasingly popular approach. This includes limited prescribing for minor ailments, as well as the ability to perform certain point-of-care tests to assist patients with managing chronic disease. Approved tests include glucose, HbA1c and lipids, all of which HealthTab™ currently offers with the Abbott Afinion 2™. Also announced as part of this plan in Ontario, is a second stage of scope modifications, which began on January 1, 2023. This stage allows for limited prescribing for minor ailments and certain prescription renewals, further enhancing the value of community pharmacy in direct patient care. |
| ● | These changes, and increasing demand, means Canadian pharmacy business is rapidly evolving before our eyes, from being product focused to care service focused. At $51.4 billion, the industry already represents a significant impact on healthcare, and the anticipated increase in funding and new service offerings, including point-of-care testing, will mean this practice will play an even more impactful role going forward. |
| ● | During the pilot with Shoppers Drug Mart®, over 15,000 HealthTab™ tests were completed for more than 6,900 patients. The data collected confirmed that the patients tested had a high prevalence of previously undiagnosed diabetes, pre-diabetes and heart disease and significant near-term risk for major health events. Almost 60 per cent of patients needed an intervention to better manage their chronic disease. On average, 31 percent received a new chronic medication, 28 percent required a change in their current medication, and 235 patients were newly identified as diabetic. Patients also reported in post surveys that they valued receiving this information from their pharmacists, and those pharmacists indicated that HealthTab™ enabled an increase in the value of services they were able to provide to their patients. |
| ● | Developed a unique quality assurance program with a third-part reference laboratory to offer HealthTab™ pharmacies industry leading validation for point-of-care instruments and test consumables. |
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Avricore Health Inc. Management’s Discussion and Analysis as of August 29, 2024 |
| ● | Expanding capabilities, signing of a non-exclusive, pilot supplier distribution agreement in Canada between HealthTab™ Inc., and Abbott, with respect to the handheld blood chemistry analyzer, i-STAT Alinity. The agreement allows HealthTab™ to now also distribute Abbott’s novel point-of-care i-STAT Alinity and its associated tests for creatinine in Canadian pharmacies to better support patients with important information about their renal function. |
| ● | Expanding capabilities, amendment to the Distribution Agreement adds Abbott’s popular ID NOW™ molecular testing device which will add onsite testing and reporting capabilities for SARS-CoV-2 as well as Respiratory Syncytial Virus (RSV), Influenza A & B and Streptococcus – a powerful combination for detecting infections before they spread. |
| ● | Developing new pilot programs with national pharmacy chains, |
| ● | Continuing to negotiate new and novel POC diagnostic device integrations to strategically expand the HealthTab™ testing menu. |
| ● | Refining HealthTab™’s de-centralized clinical trials capabilities to make actionable and to monetize de-identified data associated with high-value Real-World Evaluation (RWE). |
| ● | Moving forward with negotiations across several target demographics, domestically and internationally, with pharmacies, life-science companies, host-locations, and Clinical Research Organizations (CRO). |
HealthTab™ 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 clinical grade blood chemistry analyzer. These results are available in 12 minutes. Consumers’ biomarkers, which include 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. This one-of-a-kind real-time reporting system opens the door to improved preventative healthcare in public and private health systems.
De-identified data collected, with consumer consent across the HealthTab™ network of analyzers, can be shared with life-science companies and other research entities including the clinical research industry. The traditional clinical trial approach can be limited in the scope of time, demographical outreach, and other inherent exclusionary attributes. HealthTab™ presents a revolutionary model for utilizing the system’s unique ability to offer real-time evaluations of treated populations and real-world evaluation clinical trials.
It is clear that patients and healthcare providers are increasingly leveraging vast amounts of patient data, including clinical histories, genetic information, and real-time monitoring data, to make more informed and personalized decisions. This data-driven approach enhances diagnostic accuracy, tailors treatment plans, and improves overall patient outcomes.
Despite this trend, currently, only about 3% of the health data generated globally is actively utilized in patient care. This means that a staggering 97% of health data goes unused. Despite the enormous volume of health data produced, challenges such as data privacy concerns, lack of interoperability, and insufficient data governance frameworks significantly limit its application in clinical settings. Improving the utilization of this data could revolutionize patient care by enabling more personalized treatments, early disease detection, and better health outcomes overall. (source / source).
This opportunity is being addressed by HealthTab by bring real-time data generation together with machine-driven insights and automated dissemination into the pharmacy, driving data utilization.
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Avricore Health Inc. Management’s Discussion and Analysis as of August 29, 2024 |
HealthTab™ is being embraced as it is the most sophisticated and credible way to deploy and manage point-of-care testing in the pharmacy and community setting where it offers the reliability, accuracy and flexibility the sector needs. The Company sees increasing demand due to public policy changes and shifts in healthcare globally, and with a proven track record now established, HealthTab™ is best positioned to capitalize on this opportunity.
Fully Integrated Patient Health Records
The Company is being engaged in discussions for the integration of HealthTab™ into the electronic medical records and pharmacy management systems within Canada and international markets in order to solve for the data-silos which are commonplace, making the user-experience better for patient and providers, as well as supporting research opportunities.
HealthTab™’s API integration capabilities make it ideal to achieve an industry first, where a consumer’s test results can be directly linked to an electronic medical record as well as a patient’s personal health record, for real-time responses and smooth integration across the multiple platforms a health provider will use.
Community Pharmacy Sector
In an era of rapid change in health care delivery, community pharmacy practice models and community pharmacy business models are both experiencing significant evolution in focus and daunting challenges to be met. We strongly believe that Avricore is a game-changing catalyst for community pharmacy to meet their practice and business challenges and increasingly focus on patient-centred cognitive services with attendant point-of-care testing in the future. Avricore is focused on expanding and further deploying its HealthTab™ and to best meet the current community pharmacy sector’s needs.
Selected Financial Information and Additional Disclosure
The following financial data for the three years is derived from the Annual Audited Consolidated Financial Statements and should be read in conjunction with the Consolidated Financial Statements.
| 2023 | 2022 | 2021 | ||||||||||
| Total revenue | $ | 3,485,147 | $ | 1,768,374 | $ | 122,808 | ||||||
| Loss from operations | $ | 701,215 | $ | 818,228 | $ | 1,708,132 | ||||||
| Loss per share – basic and diluted | $ | 0.01 | $ | 0.01 | $ | 0.02 | ||||||
| Total assets | $ | 2,538,205 | $ | 2,568,983 | $ | 2,281,393 | ||||||
| Total current liabilities (1) | $ | 529,218 | $ | 604,893 | $ | 84,477 | ||||||
| Total non-current financial liabilities | Nil | Nil | Nil | |||||||||
| (1) | 2022 Current liabilities include deferred revenue of $252,000 for which the Company completed delivery in Q1 2023. |
| 7 | Page |
Avricore Health Inc. Management’s Discussion and Analysis as of August 29, 2024 |
QUARTERLY FINANCIAL INFORMATION
The following table highlights selected unaudited consolidated financial data for each of the eight most recent quarters. These results are not necessarily indicative of results for any future period and you should not rely on these results to predict future performance.
| Quarter Ended | June 2024 | March 2024 | Dec 2023 | Sep 2023 | June 2023 | Mar 2023 | Dec 2022 | Sep 2022 | ||||||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||||||||||||
| Revenue | 1,045,206 | 1,124,307 | 1,354,403 | 953,454 | 548,049 | 629,241 | 997,235 | 572,228 | ||||||||||||||||||||||||
| Gross profit (loss) | 370,775 | 484,791 | 501,466 | 261,778 | 229,471 | 210,681 | 168,845 | 215,961 | ||||||||||||||||||||||||
| Share-based compensation | 1,598 | 27,464 | 142,765 | 304,328 | 168,518 | 88,001 | 243,000 | 58,354 | ||||||||||||||||||||||||
| Comprehensive income (loss) | 54,022 | 168,537 | 59,584 | (285,062 | ) | (284,225 | ) | (191,512 | ) | (244,789 | ) | (180,398 | ) | |||||||||||||||||||
| Net profit (loss)/share | 0.00 | 0.00 | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||||||||||||
| Total Assets | 2,618,384 | 2,798,058 | 2,538,205 | 2,453,136 | 2,143,810 | 2,296,565 | 2,568,983 | 2,128,017 | ||||||||||||||||||||||||
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2024 and 2023
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue | $ | 1,045,206 | $ | 548,049 | $ | 2,169,513 | $ | 1,177,290 | ||||||||
| % Change - year over year | 91 | % | 84 | % | ||||||||||||
| Gross profit | $ | 370,775 | $ | 229,471 | $ | 855,566 | $ | 440,152 | ||||||||
| % Change - year over year | 62 | % | 94 | % | ||||||||||||
The Company incurred a comprehensive income of $222,559 for the six months ended June 30, 2024 (2023 - loss $475,737).
Significant changes are as follows:
| ● | Revenue increased to $2,169,513 (2023 - $1,177,290) a 84% increase due to an increase in HealthTab™ systems deployed and tests sold. Gross profit amounted to $855,566 (2023 – $440,152) a 94% increase. Gross margin for the period was 39% (2023- 37%) outperforming the Company’s target margin of 30%. |
| ● | Share-based compensation of $29,062 (2023 - $256,519) was recognized for stock options granted, vested, and repriced during the period. |
| ● | Consulting fees decreased to $108,000 (2023 - $128,117) due to fewer consultants engaged compared to the previous year. |
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Avricore Health Inc. Management’s Discussion and Analysis as of August 29, 2024 |
| ● | General and administrative expenses increased to $236,363 (2023 - $184,230) mainly due to increase in operations as compared with the previous year. |
| ● | Management fees remained unchanged at $108,000 (2023 - $108,000). |
| ● | Shareholder communications expense decreased to $36,892 (2023 - $83,685) due to reduced campaigning compared to previous year. |
| ● | Professional fees decreased to $123,206 (2023 – 153,726) due to the timing of invoicing of audit fees. |
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2024
| ● | The Company incurred comprehensive income of $54,022 for the three months ended June 30, 2024 (2023 – loss of $284,225). |
Significant changes are as follows:
| ● | Revenue increased to $1,045,206 (2023 - $548,049) a 91% increase, due to an increase in HealthTab™ systems deployed and tests sold. Gross profit increased to $370,775 (2023 – $229,471) a 62% increase. Gross margin for the period was 35% (2023- 42%) outperforming the Company’s target margin of 30%. |
| ● | Cost of sales increased to $674,431 (2023 – $318,578) due to increase in scale of operations. |
| ● | Share-based compensation of $1,598 (2023 - $168,518) was recognized for stock options granted, vested, and repriced during the period. |
| ● | Shareholder communications expense decreased to $17,006 (2023 - $41,767) due to reduced campaigning compared to previous year. |
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Avricore Health Inc. Management’s Discussion and Analysis as of August 29, 2024 |
LIQUIDITY AND CAPITAL RESOURCES
The Company’s operations have been financed through the issuance of common shares. Management anticipates 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: | Period ended June 30, | |||||||
| 2024 | 2023 | |||||||
| $ | $ | |||||||
| Cash provided by (used in) operating activities | 417,118 | 227,832 | ||||||
| Cash used in investing activities | (124,679 | ) | (418,488 | ) | ||||
| Cash provided by (used in) financing activities | (13,400 | ) | 42,500 | |||||
| Cash and Cash Equivalents, closing balance | 555,610 | 472,371 | ||||||
There is an overall cash inflow of $279,039 for the six months ended June 30, 2024 compared to the cash outflow of $148,156 in the comparable period in 2023.
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 HealthTab™, |
| ● | the size, cost and effectiveness of our sales and marketing programs, distribution and marketing arrangements, |
| ● | the ability of the Company to raise capital through the issuance of its securities. |
As at June 30, 2024, the Company had a working capital of $609,108 (December 31, 2023 – $244,343) and $329,357 (December 31, 2023 - $427,689) in accounts receivable. We believe that our cash on hand, the expected future cash inflows from revenues, net proceeds from the options exercised, if any, may 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.
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Avricore Health Inc. Management’s Discussion and Analysis as of August 29, 2024 |
RELATED PARTY TRANSACTIONS
For the three and six months ended June 30, 2024 and 2023, the Company recorded the following transactions with related parties:
| a) | $2,800 and $5,300 in office rent (2023 – $1,500 and $1,500) to a company controlled by the Chief Technology Officer of the Company. |
| b) | $3,000 and $6,000 in office rent (2023 – $3,000 and $6,000) to a company controlled by the Chief Financial Officer of the Company. |
| c) | $115,113 and $200,530 worth of purchases (2023 - $89,190 and $170,290) to a company controlled by Chief Technology Officer of the Company. |
Related party transactions not otherwise described in the consolidated financial statements are shown below. The remuneration of the Company’s directors and other members of key management, who have the authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, consist of the following:
| Type of transaction | Three months ended June 30, | Six months ended June 30, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Consulting fees, Director & CTO | 54,000 | 54,000 | 108,000 | 108,000 | ||||||||||||
| Management fees, CEO | 54,000 | 54,000 | 108,000 | 108,000 | ||||||||||||
| Professional fees, CFO | 32,100 | 32,100 | 64,200 | 64,200 | ||||||||||||
| Share-based compensation | - | 138,169 | 20,715 | 209,815 | ||||||||||||
| 140,100 | 278,269 | 300,915 | 490,015 | |||||||||||||
There were no amounts due to related parties as at June 30, 2024 (December 31, 2023 - $Nil).
DISCLOSURE OF OUTSTANDING SHARE DATA
The following table summarizes the Company’s outstanding share capital as at report date:
| Common Shares | 99,889,664 | |||
| Stock Options | 10,050,000 | |||
| Warrants | - |
| 11 | Page |
Avricore Health Inc. Management’s Discussion and Analysis as of August 29, 2024 |
COMMITMENTS AND AGREEMENTS
Loans payable
During the year ended December 31, 2020, the Company received a Canada Emergency Business Account loan of $40,000 to be repaid on or before December 31, 2024. The loan was interest-free until January 18, 2024. In January 2024, the Company repaid the loan principal of $30,000 and received loan forgiveness of $10,000, recorded as gain on settlement of debt.
FINANCIAL INSTRUMENTS AND RISKS
Operational Risk Factors
Limited Operating History
There is no assurance that Avricore will earn profits in the future, or that profitability will be sustained. Operating in the pharmaceutical and biotechnology industry requires substantial financial resources, and there is no assurance that future revenues will be sufficient to generate the funds required to continue AVRICORE business development and marketing activities. In case AVRICORE does not have sufficient capital to fund its operations, the management may be required to restructure the operations.
Going concern
The assessment of the Company’s ability to execute its strategy by funding future working capital requirements involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The condensed interim 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.
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.
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Avricore Health Inc. Management’s Discussion and Analysis as of August 29, 2024 |
Dependence on Key Personnel
We are dependent to a large extent upon the continued services of our senior management team and other key employees such as sales and technical personnel. There is intense competition for skilled employees and our failure to recruit, train and retain such employees could have an adverse effect on our business, financial condition or operating results.
Financial Instruments and Risk Management
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and loans payable. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities. The Company has exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments.
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board has implemented and monitors compliance with risk management policies.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s cash and cash equivalents 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 97% of trade receivables are due from one customer at June 30, 2024 (December 31, 2023 – 99% from one customer).
Liquidity risk
Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation.
The Company monitors its spending plans, repayment obligations and cash resources, and takes actions with the objective of ensuring that there is sufficient capital in order to meet short-term business requirements. To facilitate its expenditure program, the Company raises funds primarily through public equity financing. The Company anticipates it will have adequate liquidity to fund its financial liabilities through future equity contributions, however, there can be no guarantees that sufficient funds will be raised. As at June 30, 2024, the Company’s liabilities $341,176 (December 31, 2023 - $529,218) were comprised of accounts payable $341,176 (December 31, 2023 – 489,218), and loans payable $Nil (December 31, 2023 – $40,000).
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Avricore Health Inc. Management’s Discussion and Analysis as of August 29, 2024 |
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.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements, which would require disclosure.
CONTACT
Officers and Directors |
Contact | |
| Hector Bremner, CEO, Director | Avricore Health Inc. | |
| Rodger Seccombe, CTO, Director | Suite 1120 - 789 West Pender St. | |
| Vancouver, BC V6C 1H2 | ||
| Kiki Smith, CFO | ||
| Tel: 604 773-8943 | ||
| David Hall, Chairman | ||
| Alan Arnstein, Director | ||
| Christine Hrudka, Director | ||
| Dr. Robert Sindelar, Director | ||
| Thomas Teahen, Director |
| 14 | Page |
Exhibit 4
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 June 30, 2024. |
| 2. | 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: August 29, 2024
| “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 5
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 June 30, 2024. |
| 2. | 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: August 29, 2024
| “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. | |