Avricore Health Inc 6-K, filed Sep 13, 2023
Avricore Health Inc. (AVCRF)
About this 6-K
Avricore Health Inc filed this 6-K on September 13, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
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,
Commission
File Number:
(Exact name of registrant as specified in its charter)
(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 | 52-109FV2-Certification of interim filings-CEO | August 29, 2023 | ||
| 2 | 52-109FV2-Certification of interim filings-CFO | August 29, 2023 | ||
| 3 | Interim financial statements report | August 29, 2023 | ||
| 4 | Interim MD&A | August 29, 2023 | ||
| 5 | News Release AVRICORE’S HEALTHTAB SELECTED FOR FEASIBILITY STUDY FOR TESTING IN COMMUNITY PHARMACIES IN UNITED KINGDOM | August 03, 2023 | ||
| 7 | News Release AVRICORE HEALTH CORPORATE UPDATE MID-YEAR REVIEW DEMONSTRATES COMPANY ON RIGHT TRACK |
August 30, 2023 | ||
| 99.1 | News Release HEALTHTAB™ SIGNS RESELLER AGREEMENT WITH ABBOTT TO SUPPORT UK EXPANSION | August 08, 2023 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AVRICORE HEALTH INC. | ||
| Date: September 12, 2023 | By | “Kiki Smith” |
| Kiki Smith | ||
| Chief Financial Officer | ||
| SEC1815(04-09) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number |
Exhibit 1
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, 2023. |
| 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, 2023
| “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 2
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, 2023. |
| 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, 2023
| “Kiki Smith” | |
| Kiki Smith, CFO |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 3
Avricore Health Inc.
Condensed Interim Consolidated Financial Statements
(Unaudited)
For the three and sixth months ended June 30, 2023 and 2022
(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, 2023 and 2022.
Avricore Health Inc.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited - Expressed in Canadian Dollars)
| Note | Unaudited June 30, 2023 | Audited December 31, 2022 | ||||||||||
| $ | $ | |||||||||||
| ASSETS | ||||||||||||
| Current Assets | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Term deposit | ||||||||||||
| Accounts receivable | 4 | |||||||||||
| Prepaid expenses and deposits | 5 | |||||||||||
| Current assets | ||||||||||||
| Equipment | 6 | |||||||||||
| Intangible assets | 7 | |||||||||||
| Total Assets | ||||||||||||
| LIABILITIES | ||||||||||||
| Current Liabilities | ||||||||||||
| Accounts payable and accrued liabilities | 8 | |||||||||||
| Deferred revenue | ||||||||||||
| Loans payable | 9 | |||||||||||
| Current Liabilities | ||||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
| Share capital | 10 | |||||||||||
| Reserves | 10 | |||||||||||
| Deficit | ( | ) | ( | ) | ||||||||
| stockholders’ Equity | ||||||||||||
| Total Liabilities and Shareholders’ Equity | ||||||||||||
Nature of operations and going concern (Note 1)
Subsequent events (Note 19)
Approved and authorized for issuance on behalf of the Board of Directors on August 29, 2023.
| “Hector Bremner” | “David Hall” | |
| Hector Bremner, Director | David Hall, Chairman |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 3 |
Avricore Health Inc.
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
For the three and six months ended June 30, 2023 and 2022
(Unaudited - Expressed in Canadian Dollars)
| Three
months ended June 30 | Six
months ended June 30 | |||||||||||||||||||
| Note | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
| Revenue | ||||||||||||||||||||
| Cost of sales | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Gross profit | ||||||||||||||||||||
| Expenses | ||||||||||||||||||||
| Advertising and promotion | ||||||||||||||||||||
| Amortization | 6 & 7 | |||||||||||||||||||
| Consulting | 12 | |||||||||||||||||||
| General and administrative | 11 | |||||||||||||||||||
| Management Fees | 12 | |||||||||||||||||||
| Shareholder communications | ||||||||||||||||||||
| Professional fees | 12 | |||||||||||||||||||
| Share-based compensation | 10 & 12 | |||||||||||||||||||
| Expense, by nature | ||||||||||||||||||||
| Other income (expense) | ||||||||||||||||||||
| Interest income | ||||||||||||||||||||
| Foreign exchange gain (loss) | ( | ) | ( | ) | ||||||||||||||||
| Net loss and comprehensive loss for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Basic and Diluted Loss Per Share | ) | ) | ) | ) | ||||||||||||||||
| Weighted Average Number of Common Shares Outstanding | ||||||||||||||||||||
Segmented information (Note 14)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 4 |
Avricore Health Inc.
Condensed Interim Consolidated Statements of Changes in Equity
For the three months ended June 30, 2023 and 2022
(Unaudited - Expressed in Canadian Dollars)
| Number of Shares | Share Capital | Warrant Reserve | Option Reserve | Deficit | Total | |||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||
| Balance, December 31, 2021 | ( | ) | ||||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2022 | ( | ) | ||||||||||||||||||||||
| Balance, December 31, 2022 | ( | ) | ||||||||||||||||||||||
| Exercise of options | ( | ) | ||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2023 | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 5 |
Avricore Health Inc.
Condensed Interim Consolidated Statements of Cash Flows
For the three and six months ended June 30, 2023 and 2022
(Unaudited - Expressed in Canadian Dollars)
| 2023 | 2022 | |||||||
| $ | $ | |||||||
| Operating Activities | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustment for non-cash items: | ||||||||
| Amortization | ||||||||
| Share-based payments | ||||||||
| Change in working capital items: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses and deposits | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Investing Activities | ||||||||
| Intangible assets | ( | ) | ( | ) | ||||
| Purchase of equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing Activities | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Proceeds from exercise of stock options | ||||||||
| Net cash provided by financing activities | ||||||||
| Decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | ||||||||
| Cash and cash equivalents consist of: | ||||||||
| Cash | ||||||||
| Guaranteed investment certificates | ||||||||
| Cash and cash equivalents | ||||||||
Supplemental cash flow information (Note 15)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 6 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023 and 2022
(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 OTCIQ Market as “NUVPF”. 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 always experienced operating losses and negative operating cash flows. Operations have historically been funded by the issuance of share capital but there is no guarantee that such funding will be available in the future. 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.
SCHEDULE OF DEFICIT
| June 30, 2023 | December 31, 2022 | |||||||
| $ | $ | |||||||
| Deficit | ||||||||
2. BASIS OF PRESENTATION
a) Statement of Compliance
The condensed interim consolidated financial statements for the period ended June 30, 2023 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, 2022. 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, 2022.
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, 2022 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.
| 7 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023 and 2022
(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 SIGNIFICANT ACCOUNTING POLICIES
Significant accounting estimates and judgements
Estimates
Significant estimates used in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:
Share-based payments
The Company grants share-based awards to certain directors, officers, employees, consultants and other eligible persons. For equity-settled awards, the fair value is charged to the statement of operations and comprehensive loss and credited to the reserves over the vesting period using the graded vesting method, after adjusting for the estimated number of awards that are expected to vest.
The fair value of equity-settled awards is determined at the date of the grant using the Black-Scholes option pricing model. For equity-settled awards to non-employees, the fair value is measured at each vesting date. The estimate of warrant and option valuation also requires determining the most appropriate inputs to the valuation model, including the volatility, expected life of warrants and options, risk free interest rate and dividend yield. Changes in these assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Company’s options and warrants issued. Management must also make significant judgments or assessments as to how financial assets and liabilities are categorized.
| 8 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023 and 2022
(Unaudited - Expressed in Canadian Dollars)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Significant accounting estimates and judgments (continued)
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.
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 for Revenue Recognition 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
The Company’s management has made an assessment of the Company’s ability to continue as a going concern and is satisfied that the Company has the resources to continue in business for the foreseeable future. The factors considered by management are disclosed in Note 1.
4. ACCOUNTS RECEIVABLE
The Company’s accounts receivable consists of the following:
SCHEDULE OF ACCOUNTS RECEIVABLE
| June 30, 2023 | December 31, 2022 | |||||||
| $ | $ | |||||||
| Trade receivables | ||||||||
| GST receivable | ||||||||
| Total accounts receivable | ||||||||
5. PREPAID EXPENSES AND DEPOSITS
The
balance consists of prepaid expenses to vendors of $
| 9 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023 and 2022
(Unaudited - Expressed in Canadian Dollars)
6. EQUIPMENT
SCHEDULE OF EQUIPMENT
| Equipment | ||||
| $ | ||||
| Cost | ||||
| Balance, December 31, 2021 | ||||
| Additions | ||||
| Balance, December 31, 2022 | ||||
| Beginning balance | ||||
| Additions | ||||
| Amortization | ||||
| Balance, June 30, 2023 | ||||
| Accumulated Amortization | ||||
| Balance, December 31, 2021 | ||||
| Amortization | ||||
| Balance, December 31, 2022 | ||||
| Beginning balance | ||||
| Amortization | ||||
| Balance, June 30, 2023 | ||||
| Carrying value | ||||
| As at December 31, 2022 | ||||
| As at June 30, 2023 | ||||
| Ending balance | ||||
Equipment is comprised primarily of assets deployed to earn revenues.
7. INTANGIBLE ASSETS
SCHEDULE OF INTANGIBLE ASSETS
| Software | HealthTab™ | Corozon | Emerald | Total | ||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Balance, December 31, 2021 | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| Amortization | ||||||||||||||||||||
| Balance, December 31, 2022 | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| Balance, June 30, 2023 | ||||||||||||||||||||
| Accumulated Amortization | ||||||||||||||||||||
| Balance, December 31, 2021 | ||||||||||||||||||||
| Amortization | ||||||||||||||||||||
| Balance, December 31, 2022 | ||||||||||||||||||||
| Amortization | ||||||||||||||||||||
| Balance, June 30, 2023 | ||||||||||||||||||||
| Carrying value | ||||||||||||||||||||
| As at December 31, 2022 | ||||||||||||||||||||
| As at June 30, 2023 | ||||||||||||||||||||
| 10 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023 and 2022
(Unaudited - Expressed in Canadian Dollars)
8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The Company’s accounts payable and accrued liabilities consist of the following:
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED COSTS
| June 30, 2023 | December 31, 2022 | |||||||
| $ | $ | |||||||
| Trade accounts payable | ||||||||
| GST payable | ||||||||
| Accounts payable and accrued liabilities | ||||||||
9. LOANS PAYABLE
During
the year ended December 31, 2020, the Company received a Canada Emergency Business Account loan of $
10. SHARE CAPITAL
Authorized share capital
Authorized: Unlimited number of common shares without par value.
Issued share capital
During the period ended June 30, 2023:
The Company issued common shares upon exercise of stock options for gross proceeds of $.
During the year ended December 31, 2022:
The Company issued common shares upon exercise of warrants for gross proceeds of $.
The Company issued common shares upon exercise of stock options for gross proceeds of $.
Stock options
The Company has adopted an incentive share purchase option plan under the rules of the Exchange pursuant to which it is authorized to grant options to executive officers, directors, employees and consultants, enabling them to acquire up to % of the issued and outstanding common shares of the Company. The options can be granted for a maximum term of and generally vest either immediately or in specified increments of up to % in any three-month period.
| 11 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023 and 2022
(Unaudited - Expressed in Canadian Dollars)
10. SHARE CAPITAL (continued)
SCHEDULE OF SUMMARIZES THE SHARE OPTION ACTIVITY
| Period ended June 30, 2023 | Year ended December 31, 2022 | |||||||||||||||
| Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | |||||||||||||
| Beginning Balance | $ | $ | ||||||||||||||
| Options granted | $ | $ | ||||||||||||||
| Expired/Cancelled | ( | ) | $ | ( | ) | $ | ||||||||||
| Exercised | ( | ) | $ | ( | ) | $ | ||||||||||
| Ending Balance | $ | $ | ||||||||||||||
| Exercisable | $ | $ | ||||||||||||||
SCHEDULE OF STOCK OPTION OUTSTANDING AND EXERCISABLE
| Exercise Price | Expiry date | Options | ||||||||||
| Outstanding | Exercisable | |||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
The weighted average remaining life of the stock options outstanding at June 30, 2023 is years (December 31, 2022: years).
Share-based compensation
Share-based compensation of $ and $ was recognized during the three and six months ended June 30, 2023 (2022 - $ and $), 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.
| 2023 | 2022 | |||||||
| Expected life | ||||||||
| Volatility | % - | % | % - | % | ||||
| Dividend yield | % | % | ||||||
| Risk-free interest rate | % - | % | % - | % | ||||
| 12 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023 and 2022
(Unaudited - Expressed in Canadian Dollars)
10. SHARE CAPITAL (continued)
Option pricing models require the use of highly subjective estimates and assumptions, including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates.
Warrants
The Company has issued warrants entitling the holders to acquire common shares of the Company. The summary of changes in warrants is presented below.
SUMMARY OF FAIR VALUE OF WARRANTS GRANTED
| Period ended June 30, 2023 | Year ended December 31, 2022 | |||||||||||||||
| Number of Warrants | Weighted Average Exercise Price | Number of Warrants | Weighted Average Exercise Price | |||||||||||||
| Beginning Balance | $ | |||||||||||||||
| Warrants issued | ||||||||||||||||
| Warrants exercised | ( | ) | $ | |||||||||||||
| Warrants expired | ( | ) | $ | |||||||||||||
| Outstanding | ||||||||||||||||
Fair value of the finder’s warrants granted was 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
SUMMARY OF GENERAL AND ADMINISTRATIVE EXPENSES
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Bank service charges | ||||||||||||||||
| Filing and registration fees | ||||||||||||||||
| Foreign exchange | ||||||||||||||||
| Insurance | ||||||||||||||||
| Office maintenance | ||||||||||||||||
| Payroll | ||||||||||||||||
| Regulatory fees | ||||||||||||||||
| Rent | ||||||||||||||||
| Travel | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
12. RELATED PARTY TRANSACTIONS
For the three and six months ended June 30, 2023 and 2022, the Company recorded the following transactions with related parties:
a)
$
b)
$
| 13 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023 and 2022
(Unaudited - Expressed in Canadian Dollars)
12. RELATED PARTY TRANSACTIONS (continued)
c)
$
Related party transactions not otherwise described in the condensed interim 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:
SCHEDULE OF RELATED PARTY TRANSACTIONS
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Consulting fees | ||||||||||||||||
| Management fees | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Share-based compensation | ||||||||||||||||
| Related party transactions | ||||||||||||||||
There
were
The Company includes shareholders’ equity in the definition of capital. The Company’s objective when managing capital is to maintain sufficient cash resources to support its day-to-day operations. The availability of capital is solely through the issuance of the Company’s common shares. The Company will not issue additional equity until such time when funds are needed and the market conditions become favorable to the Company. There are no assurances that funds will be made available to the Company when required. The Company makes every effort to safeguard its capital and minimize its dilution to its shareholders.
The Company is not subject to any externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the period ended June 30, 2023.
14. SEGMENTED INFORMATION
At
June 30, 2023 and December 31, 2022,
15. SUPPLEMENTAL CASH FLOW INFORMATION
There were no non-cash transactions during the period ended June 30, 2023 and 2022.
16. FINANCIAL INSTRUMENTS AND FINANCIAL 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.
| 14 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023 and 2022
(Unaudited - Expressed in Canadian Dollars)
16. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
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 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
b) Liquidity risk
Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation. Liquidity risk has been assessed as low.
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.
Contractual undiscounted cash flow requirements for financial liabilities as at June 30, 2023 are as follows:
SUMMARY OF CONTRACTUAL UNDISCOUNTED CASH FLOW FINANCIAL LIABILITIES
| Carrying value | Contractual Cash flows | Within 1 year | 1 - 5 Years | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Accounts payable and accrued liabilities | ||||||||||||||||
| Loan payable | ||||||||||||||||
| Total financial liabilities | ||||||||||||||||
| 15 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023 and 2022
(Unaudited - Expressed in Canadian Dollars)
16. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
c) Market risk
Market risk for the Company consists of currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposure within acceptable limits, while maximizing returns.
Currency risk
Foreign currency risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. As all of the Company’s purchases and sales are denominated in Canadian dollars, and it has no significant cash balances denominated in foreign currencies, the Company is not exposed to foreign currency risk at this time.
Interest rate risk
Interest rate risk is the risk that fair values or future cash flows will fluctuate as a result of changes in market interest rates. In respect of financial assets, the Company’s policy is to invest cash at floating interest rates and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company is not exposed to significant interest rate risk.
d) Fair values of financial instruments
The fair values of financial assets and financial liabilities are determined as follows:
Cash and cash equivalents are measured at fair value. For accounts receivable, accounts payable, and loans payable carrying amounts approximate fair value due to their short-term maturity;
The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities and amounts resulting from direct arm’s length transactions.
Cash and cash equivalents are valued using quoted market prices or from amounts resulting from direct arm’s length transactions. As a result, these financial assets have been included in Level 1 of the fair value hierarchy.
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full contractual term. Derivatives are included in Level 2 of the fair value hierarchy as they are valued using price models. These models require a variety of inputs, including, but not limited to, contractual terms, market prices, forward price curves, yield curves and credit spreads.
Level 3: Inputs for the asset or liability are not based on observable market data. Currently, the Company has no financial instruments at this level.
17. REVENUE
Revenues
earned comprise lease and service $
| 16 |
Exhibit 4
Avricore Health Inc.
Management’s Discussion & Analysis
For the three and six months ended
June 30, 2023
Avricore Health Inc.
Management’s Discussion and Analysis
as of August 29, 2023
This Management Discussion and Analysis (“MD&A”) of Avricore Health Inc. (“AVRICORE”, the “Company”, “we”, “us” or “our”) for the period ended June 30, 2023 is prepared as of August 30, 2023. This MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2023 and the audited consolidated financial statements for the year ended December 31, 2022 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.sedar.com) 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 for the year ended December 31, 2022, and in Avricore’s annual financial statements and the notes thereto. These documents are available at www.sedar.com.
The forward-looking statements contained in this MD&A are made as at the date of this MD&A and, accordingly, are subject to change after such date. Except as required by law, Avricore does not undertake any obligation to update or revise any forward-looking statements made or incorporated in this MD&A, whether as a result of new information, future events or otherwise.
| 2 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
as of August 29, 2023
OVERVIEW
Avricore Health is focused on acquiring and developing early-stage technologies aimed at moving pharmacy forward. 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 turns pharmacies into community point-of-care diagnostic centres. It enables pharmacists to take on a greater role in primary health services, capitalizes on the rapidly growing point-of-care testing market, and 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. Three 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.
HEALTHTAB™ – KEY DEVELOPMENTS
Key developments have included:
| ● | In the six months end June 30, 2023 revenue increased by 437% year over year to $1,177,290 and gross profit increased by 511% to $440,152. |
| ● | In the three months ended June 30, 2023 revenue increased by 211% year over year to $548,049 and gross profit increased by 300% to $229,471. |
| ● | 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. |
| ● | 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 to increase access to primary care, 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. |
| 3 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
as of August 29, 2023
| ● | 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 545 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. |
| ● | 541 HealthTab™ systems were operating in Shoppers Drug Mart® and Loblaw family stores including pharmacist walk-in clinics as of June 30, 2023, 402 in Ontario and 40 in British Columbia, 12 in Nova Scotia, 83 in Alberta and 4 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, 2023 an additional 4 systems have been deployed for a total of 545 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 164 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. |
| ● | 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 it’s 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, 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. |
| 4 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
as of August 29, 2023
| ● | 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. |
| ● | These changes, and increasing demand, means Canadian pharmacy business is rapidly changing before our eyes, from being product focused to 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. |
| ● | 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 distribute Abbott’s 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. |
| ● | 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. |
| ● | Partnered with Ellerca Health Inc. to offer joint diabetes screening and management support. |
| ● | Developing new pilot programs with national pharmacy chains, |
| ● | Continuing to negotiate new POC diagnostic device integrations to expand the HealthTab™ testing menu. |
| ● | Refining HealthTab™’s de-centralized clinical trials capabilities 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’ bio-markers, 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.
| 5 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
as of August 29, 2023
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.
Between January and February 2020, the Deloitte Center for Health Solutions surveyed multiple leaders from 17 pharmaceutical companies on their organizations’ RWE capabilities. Survey questions revolved around current and future applications for RWE, areas of investment, strategic partnerships, and use of Real World Data (RWD) and RWE in R&D.
| ● | Ninety-four percent of survey respondents believe using RWE in R&D will become important or very important to their organizations by 2022. | |
| ● | Almost all companies expect to increase investments in talent, technology, and external partnerships to strengthen their RWE capabilities. | |
| ● | Reduced clinical trial costs and trial failure rates using RWE in R&D | |
| ● | Entered strategic partnerships to access new sources of RWD (in fact, all have taken this step) |
The Company believes it is very well positioned as a strategic partner and lead in this exciting growth sector. In addition, HealthTab™ is ideally situated to provide Real Time Real World Data (RTRWD). This is an important distinction from RWD because HealthTab™’s anonymized data can be transmitted in real time versus the lag that is accompanied with RWD that is gathered from clinical reporting systems, insurance claims and adverse event reporting systems.
Currently, HealthTab™ is available in certain Shoppers Drug Marts in several Canadian provinces. The Company has secured commitments with other pharmacies in Canada to place additional HealthTab™ systems and is in negotiations with corporate chains. Furthermore, the Company expanded a partnership agreement with the Ontario Pharmacists Association (OPA) to endorse HealthTab™ to pharmacies conducting COVID-19 testing and government for real-time reporting of test results. The OPA is the largest pharmacists’ association in Canada with over 10,000 members and over 4,600 community pharmacy locations.
HealthTab™ is being embraced as it is the most credible way to deploy point-of-care testing in the pharmacy and community setting where it offers the reliability, accuracy and flexibility the sector needs. Avricore has enjoyed a robust response from a variety of key industry players including, CROs, labs, pharmacies and researchers and has been engaging in a variety of technical discussions which are anticipated to lead to business.
As conversations progress, the Company will be making announcements in due course.
Fully Integrated Patient Health Records
The Company has been in technical discussions on the integration of HealthTab™ into the electronic medical records and pharmacy management systems with a Canadian market leader in the provision of these systems.
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.
| 6 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
as of August 29, 2023
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.
| 2022 | 2021 | 2020 | ||||||||||
| Total revenue | $ | 1,768,374 | $ | 122,808 | $ | 33,030 | ||||||
| Loss from operations | $ | 818,228 | $ | 1,708,132 | $ | 1,173,966 | ||||||
| Loss per share – basic and diluted | $ | 0.01 | $ | 0.02 | $ | 0.02 | ||||||
| Total assets | $ | 2,568,983 | $ | 2,281,393 | $ | 440,090 | ||||||
| Total current liabilities(1) | $ | 604,893 | $ | 84,477 | $ | 1,154,131 | ||||||
| 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, 2023
QUARTERLY FINANCIAL INFORMATION
The following table highlights selected unaudited consolidated financial data for each of the eight most recent quarters that, in management’s opinion, have been prepared on a basis consistent with the audited consolidated financial statements for the year ended December 31, 2022. 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 2023 | Mar 2023 | Dec 2022 | Sep 2022 | Jun 2022 | Mar 2022 | Dec 2021 | Sep 2021 | ||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Revenue | 548,049 | 629,241 | 997,235 | 572,228 | 176,175 | 42,736 | 35,190 | 75,104 | ||||||||||||||||||||||||
| Gross profit (loss) | 229,471 | 210,681 | 168,845 | 215,961 | 56,874 | 15,113 | 9,317 | 20,555 | ||||||||||||||||||||||||
| Share-based compensation | 168,518 | 88,001 | 243,000 | 58,354 | 9,069 | 21,099 | 9,169 | 74,722 | ||||||||||||||||||||||||
| Comprehensive loss | (284,225 | ) | (191,512 | ) | (244,789 | ) | (180,398 | ) | (207,363 | ) | (185,678 | ) | (208,895 | ) | (439,311 | ) | ||||||||||||||||
| Net income (loss)/share | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||||||||||
| Total Assets | 2,143,810 | 2,296,565 | 2,568,983 | 2,128,017 | 1,985,085 | 2,122,816 | 2,281,393 | 2,517,569 | ||||||||||||||||||||||||
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2023
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenue | $ | 548,049 | $ | 176,175 | $ | 1,177,290 | $ | 218,911 | ||||||||
| % Change - year over year | 211 | % | 437 | % | ||||||||||||
| Gross profit | $ | 229,471 | $ | 56,874 | $ | 440,152 | $ | 71,987 | ||||||||
| % Change - year over year | 300 | % | 511 | % | ||||||||||||
The Company incurred comprehensive loss of $475,737 for the six months ended June 30, 2023 (2022 - $393,041).
Significant changes are as follows:
| ● | Revenue increased to $1,177,290 (2022 - $218,911) a 437% increase due to an increase in HealthTab™ systems deployed and tests sold. Gross profit amounted to $440,152 (2022 – $71,987) a 511% increase. Gross ,margin for the period was 37.39% (2022- 32.88%) outperforming the Company’s target margin of 30%. |
| ● | Share-based compensation of $ 256,519 (2022 - $30,168) was recognized for stock options granted, vested, and repriced during the period. |
| ● | Consulting fees increased to $128,117 (2022 - $100,000) primarily due to an increase in fees payable to the CTO. |
| 8 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
as of August 29, 2023
| ● | General and administrative expenses increased to $184,230 (2022 - $106,901) mainly to due to increase in operations as compared with previous period. |
| ● | Management fees increased to $108,000 (2022 - $75,000) due to an increase in fees payable to the CEO. |
| ● | Professional fees increased to $153,726 (2022 – 83,319) mainly due to an increase in audit fees. |
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2023
| ● | The Company incurred comprehensive loss of $284,225 for the three months ended June 30, 2023 (2022 - $207,363). |
Significant changes are as follows:
| ● | Revenue increased to $548,049 (2022 - $176,175) a 211% increase, due to an increase in HealthTab™ systems deployed and tests sold. Gross profit increased to $229,471 (2022 – $56,874) a 300% increase. Gross ,margin for the period was 41.87 % (2022- 32.28%) outperforming the Company’s target margin of 30%. |
| ● | Cost of sales increased to $318,578 (2022 – $119,301) due to increase in scale of operations. |
| ● | Share-based compensation of $168,518 (2022 - $9,069) was recognized for stock options granted, vested, and repriced during the period. |
| ● | General and administrative expenses increased to $101,780 (2022 - $73,032) mainly to due to increase in operations as compared with previous period. |
| ● | Professional fees increased to $92,766 (2022 – $52,514) mainly due to an increase in audit fees. |
| 9 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
as of August 29, 2023
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, | |||||||
| 2023 | 2022 | |||||||
| $ | $ | |||||||
| Cash provided by (used in) operating activities | 227,832 | (433,381 | ) | |||||
| Cash used in investing activities | (418,488 | ) | 159,113 | |||||
| Cash provided by financing activities | 42,500 | 24,000 | ||||||
| Cash and Cash Equivalents, closing balance | 472,371 | 1,444,501 | ||||||
There is an overall cash outflow of $148,156 for the six months ended June 30, 2023 compared to the $568,494 in comparable period in 2022.
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, 2023, the Company had a working capital of $398,204 (December 31, 2022 – $826,238) and $213,513 (December 31, 2022 - $770,373) 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.
| 10 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
as of August 29, 2023
RELATED PARTY TRANSACTIONS
For the three and six months period ended June 30, 2023 and 2022, the Company recorded the following transactions with related parties:
| a) | $54,000 and $108,000 in management fees (2022 - $37,500 and $75,000), respectively, to the Chief Executive Officer of the Company. |
| b) | $32,100 and $64,200 in professional fees (2022 - $30,000 and $60,000), respectively, to a company controlled by the Chief Financial Officer of the Company. |
| c) | $54,000 and $108,000 in consulting fees (2022 - $37,500 and $75,000) to the 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:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Consulting fees | 32,100 | 37,500 | 64,200 | 75,000 | ||||||||||||
| Management fees | 54,000 | 37,500 | 108,000 | 75,000 | ||||||||||||
| Professional fees | 54,000 | 30,000 | 108,000 | 60,000 | ||||||||||||
| Share-based compensation | 138,169 | - | 209,815 | 12,129 | ||||||||||||
| 278,269 | 105,000 | 490,015 | 222,129 | |||||||||||||
There were no amounts due to related parties as at June 30, 2023 and December 31, 2022.
SUBSEQUENT EVENTS
DISCLOSURE OF OUTSTANDING SHARE DATA
The following table summarizes the Company’s outstanding share capital as at report date:
| Common Shares | 99,644,664 | |||
| Stock Options | 10,210,000 | |||
| Warrants | - |
| 11 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
as of August 29, 2023
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, 2025. The loan is interest-free until December 31, 2023. Thereafter, the outstanding loan balance will bear interest at the rate of 5% per annum.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
Our consolidated financial statements are prepared in accordance with IFRS. These accounting principles require the Company’s management to make estimates, judgments and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes to the consolidated financial statements. The Company’s management reviews these estimates and underlying judgments on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the year in which the estimates are revised. Actual results may differ from these estimates under different assumptions or conditions. Significant areas requiring management estimates include accounting for amounts recorded in connection recoverability of inventories, reporting of revenue recognition, bad debt and doubtful accounts, income taxes, accounting for stock-based compensation expense, and commitments and contingencies.
The significant accounting policies that we believe are the most critical in fully understanding and evaluating our reported financial results include revenue recognition, stock-based compensation and fair value measurements of financial instruments. These and other significant accounting policies are described more fully in Note 2 and 3 of our annual consolidated financial statements for the year ended December 31, 2022.
Revenue recognition
The Company’s revenues are generated from operating leases of the POCT system and sale of testing panels. Revenue comprises the fair value of the consideration received or receivable and it is shown net of tax and discounts.
The Company recognizes revenue to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services by applying the following steps:
| ● | Identify the contract with a customer; |
| ● | Identify the performance obligations in the contract; |
| ● | Determine the transaction price; |
| ● | Allocate the transaction price to the performance obligations; and |
| ● | Recognize revenue when, or as, the Company satisfies a performance obligation. |
Revenue may be earned over time as the performance obligations are satisfied or at a point in time which is when the entity has earned a right to payment, the customer has possession of the asset and the related significant risks and rewards of ownership, and the customer has accepted the asset. The Company’s arrangements with clients can include multiple performance obligations. When contracts involve various performance obligations, the Company evaluates whether each performance obligation is distinct and should be accounted for as a separate unit of accounting under IFRS 15, Revenue from Contracts with Customers.
| 12 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
as of August 29, 2023
The Company determines the standalone selling price by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include discounting practices, the size and volume of our transactions, our marketing strategy, historical sales and contract prices. The determination of standalone selling prices is made through consultation with and approval by management, taking into consideration our go-to-market strategy. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in relative standalone selling prices. The Company generally receives payment from its customers after invoicing within the normal 28-day commercial terms. If a customer is specifically identified as a credit risk, recognition of revenue is stopped except to the extent of fees that have already been collected.
Share-based payments
The Company operates an incentive share purchase option plan. Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the option reserve. The fair value of options is determined using the Black-Scholes option pricing model, which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.
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.
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.
| 13 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
as of August 29, 2023
The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will continue in operations for the foreseeable future and be able to realize assets and satisfy liabilities in the normal course of business. The Company has always experienced operating losses and negative operating cash flows. Operations have been funded by the issuance of share capital. These conditions may cast substantial doubt on the Company’s ability to continue as a going concern.
Development of Technological Capabilities
The market for Avricore’s products is characterized by changing technology and continuing process development. The future success of Company’s business will depend in large part upon our ability to maintain and enhance the Company’s technological capabilities, develop and market products and services which meet changing customer needs and successfully anticipate or respond to technological changes on a cost effective and timely basis. Although we believe that Company’s operations provide the products and services currently required by our customers, there can be no assurance that the Company’s process development efforts will be successful or that the emergence of new technologies, industry standards or customer requirements will not render Avricore’s products or services uncompetitive. If Avricore needs new technologies and equipment to remain competitive, the development, acquisition and implementation of those technologies and equipment may require us to make significant capital investments.
Dependence on Key Personnel
We are dependent to a large extent upon the continued services of our senior management team and other key employees such as sales and technical personnel. There is intense competition for skilled employees and our failure to recruit, train and retain such employees could have an adverse effect on our business, financial condition or operating results.
Financial Instruments and Risk Management
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and loans payable. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities. The Company has exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments.
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board has implemented and monitors compliance with risk management policies.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s cash and cash equivalents 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 76% of trade receivables are due from one customer at June 30, 2023 (December 31, 2022 – 97% from one customer).
| 14 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
as of August 29, 2023
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, 2023, the Company’s liabilities $356,438 (December 31, 2022 - $604,893) were comprised of accounts payable and accrued liabilities $316,438 (December 31, 2022 – 312,893), deferred revenue $nil (December 31, 2022 – $252,000), and loans payable $40,000, (December 31, 2022 – $40,000).
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.
| 15 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
as of August 29, 2023
| 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 |
| 16 | Page |
Exhibit 5
AVRICORE’S HEALTHTAB SELECTED FOR FEASIBILITY STUDY FOR TESTING IN COMMUNITY PHARMACIES IN UNITED KINGDOM
VANCOUVER, BC – (GLOBE NEWSWIRE) – August 3, 2023 – Avricore Health Inc. (TSXV: AVCR, OTC: AVCRF) (“Avricore Health” or the “Company”) is pleased that HealthTab™, the Company’s leading pharmacy-based platform for testing and health data management, has been selected by a collaborative involving the internationally renowned Barts Heart Centre and HEART UK to assess the feasibility of community pharmacists in the UK’s ability to complement opportunistic blood pressure checks with cholesterol testing to assess overall cardiovascular risk and build on the clinical services offered.
“In the wake of the pandemic, it’s clear that the community pharmacy needs to play a bigger role in delivering more access to healthcare services, especially chronic disease screening and management,” said Hector Bremner, CEO of Avricore Health. “We are honoured to have been selected for this important project and look forward to working with pharmacist as they support patients with this vital service.”
The feasibility study seeks deeper insights and ways to build off the successful delivery of over 930,000 blood pressure checks in just over a year through approximately 6000 pharmacies as part of NHS initiative to support risk identification and prevention of cardiovascular disease.
That initiative allowed those with high blood pressure to be identified and referred onward for management. This is critical at this time for such services, as it is estimated that there are over 5 million people with undiagnosed hypertension in the UK today.
Given that significant need, NHS England recently announced £645 million to support increasing access to primary care, including expanding clinical pharmacy as an essential part of recovering the system’s ability to deliver timely service. Pharmacy proved during the COVID-19 pandemic it can offer people easy access to health services in the heart of their communities, and with a high-quality screening and health data management tool like HealthTab, they will be able to deliver the same vital support for chronic diseases.
The collaborative, with support of the pharmaceutical industry, will begin the study with five locations throughout London and as the program establishes itself will begin to expand the program to more locations.
The collaborative leading the feasibility study include:
Barts Heart Centre – Is at the forefront of new treatments for heart disease and is proud that its patients have some of the best clinical outcomes in the country. Barts Heart Centre is based at St Bartholomew’s Hospital in the City of London. However, cardiac services are also provided at Newham, The Royal London and Whipps Cross hospitals. It treats patients from across the UK for a wide range of complex conditions including coronary heart disease, arrhythmias, heart failure and many other cardiac problems.
HEART UK - The UK’s only cholesterol charity, providing support, information and influencing services for families and health professionals. Their vision is to prevent early disease and deaths from cholesterol and other blood fat (lipid) conditions in the UK and aim for people to know and understand their cholesterol and other blood fat (lipid) levels and take appropriate action.
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.
To find a location near you, please visit: healthtab.com/locations
HealthTab Market Fast Facts
| ● | Point-of-Care Testing Market to reach $50.6 Billion USD in 2025 (Source) | |
| ● | Glucose monitoring (diabetes related) to make up the largest growth within the sector. (Source) | |
| ● | Nearly 13.6 Million Canadians expected to 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 than 10,000 pharmacies in Canada, 88,000 pharmacies in the US, nearly 12,000 in the UK. |
About Avricore Health Inc.
Avricore Health Inc. (TSXV: AVCR) is a pharmacy service innovator focused on acquiring and developing early-stage technologies aimed at moving pharmacy forward. Through its flagship offering HealthTab™ (a wholly owned subsidiary), its 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 number of risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations, including without limitation: failure to meet regulatory requirements; changes in the market; potential downturns in economic conditions; and other risk factors described in Avricore’s public filings. These forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy this release. r accuracy
Exhibit 7
AVRICORE HEALTH CORPORATE UPDATE
MID-YEAR REVIEW DEMONSTRATES COMPANY ON RIGHT TRACK
VANCOUVER, BRITISH COLUMBIA – August 30, 2023) – AVRICORE HEALTH INC. (TSXV: AVCR) (the “Company” or “AVCR”) continues to achieve significant growth, new partnerships and developing new markets while surpassing margin targets. Now, as the Company looks back at the first half of the year, it continues with confidence on its strategy to bring HealthTab™, its turnkey solution for point of care testing and data management, to more pharmacies across Canada and the world.
“We’ve had an incredible year so far and we’re very excited about what’s still to come,” said Hector Bremner, CEO of Avricore Health Inc. “Make no mistake, with new partners in Canada and expansion into the UK, we have nothing but blue sky in front of us.”
Record Earnings Run Continues
Revenues for the first half of 2023 reached $1,177,290, an increase of 437% to compared to the same period last year with more HealthTab systems deployed and tests sold. Gross profit increased 511% for a total of $440,152 and gross margin for the period was 37.39% compared to 32.88% last year. This result outperforms the Company’s target margin of 30% and demonstrates solid fundamentals, as HealthTab is investing in scale while increasing gross margin and profitability.
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenue | $ | 548,049 | $ | 176,175 | $ | 1,177,290 | $ | 218,911 | ||||||||
| % Change - year over year | 211 | % | 437 | % | ||||||||||||
| Gross profit | $ | 229,471 | $ | 56,874 | $ | 440,152 | $ | 71,987 | ||||||||
| % Change - year over year | 300 | % | 511 | % | ||||||||||||
Table 1 – Year over year revenue
Year-over-year revenue comparisons are the best measure of the Company’s performance due to the fact revenues and test usages have some seasonal trends. The Company realizes monthly revenues in the form of subscription fees, however, consumable sales are not monthly, but in larger lots on an as-needed basis. Because the deployments are still relatively new, the patterns of consumption are still establishing. There are many external impacts as to how, where and how often tests will be used – such as regulatory changes impacting pharmacy scope, scale up training and funding.
However, as HealthTab’s time in pharmacy has been scaling up and maturing since the fall of 2022, the Company is confident in the long-term success of its approach and its ability to significantly grow.
Investing in Growth
The Company has been nearing net profitability despite the current challenging environment for businesses, and it is even more impressive considering that HealthTab only recently began to scale up. The Company has been investing in growth and significantly increasing the number of pharmacies offering HealthTab, ensuring long-term growth of revenues and achieving profitability.
The team expects ongoing growth and utilization of HealthTab in Canada thanks to the significant alignment with Shoppers Drug Mart and Loblaws grocery locations. More pharmacy walk-in clinics are being added across provinces like Alberta and Ontario. And more provinces are quickly making plans to add this recent innovation in primary care access to their approach to delivering better care related to minor ailments, chronic disease and infectious disease.
Direct reimbursement for pharmacists to conduct this important work is still not available, however, new healthcare funding agreements were largely signed this year between the federal and provincial governments, therefore the industry is very hopeful the lack of funding will be rectified.
One jurisdiction making investments and leading the way for a global best-approach to pharmacy-based care is the United Kingdom and its National Healthcare Service (NHS). The NHS England recently announced £645 million to support increasing access to primary care, including expanding clinical pharmacy as an essential part of recovering the system’s ability to deliver timely service.
The Company was honoured to recently announce that it was selected by a collaborative involving the internationally renowned Barts Heart Centre and national cardiovascular charity HEART UK to assess the feasibility of community pharmacists in the UK’s ability to complement opportunistic blood pressure checks with cholesterol testing to assess overall cardiovascular risk and build on the clinical services offered.
The feasibility study seeks deeper insights and ways to build off the successful delivery of over 930,000 blood pressure checks in just over a year through approximately 6000 pharmacies as part of NHS initiative to support risk identification and prevention of cardiovascular disease. That initiative allowed those with high blood pressure to be identified and referred onward for management. This is critical at this time for such services, as it is estimated that there are over 5 million people with undiagnosed hypertension in the UK today.
The entire team, and its partners, are confident in the need and ultimate success of the program and expect to achieve a significant scale in the UK, the world’s sixth largest economy with nearly 14,000 pharmacies.
Adding Near-to-Patient Data
Also achieved recently, the Company announced its agreement with Ascensia Diabetes Care, a global diabetes care company, to integrate their blood glucose monitoring (BGM) systems, marketed as CONTOUR®NEXT GEN and CONTOUR®NEXT ONE, with HealthTab.
Arguably the most popular BGM for people living with diabetes, this partnership opens exciting new opportunities to reach individuals who will benefit from active support in the management of their chronic disease by their community pharmacist. Also, the data generated by the CONTOUR family of BGM’s will add the critical time-in-range insights, generated by the patient daily, in HealthTab. This innovative collaboration will drive higher utilization of both technologies, the services of the pharmacy, and most importantly, better health outcomes for patients.
Infectious Disease
Beginning this year, the Company announced that in collaboration with Abbott Rapid Diagnostics and Shoppers Drug Mart, HealthTab would begin adding a significant number Abbott ID Now™ instruments.
The Company is pleased to update that during the current reporting period 164 locations have now received the ID Now, either in combination with the Afinion 2™ or standalone, to offer confirmed molecular testing for virus detection in community pharmacies.
This is significant, as 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 role in these battles and confirmed test results mean faster responses, better treatment and less spread of these infectious diseases.
While flu seasons can severely strain 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 Year Ahead
Avricore Health anticipates an exciting year ahead, with many indications of policy and funding support for pharmacy. Much of this is still in progress now, however these items are the focus for the year:
| 2023 Objectives |
Further expansion of HealthTab with current partners.
(Update: During the reporting period, and period after June 30, there are 545 participating Shoppers Drug Mart® pharmacies and Loblaw family stores offering screening tests to patients via HealthTab™) |
Expansion of HT in other pharmacy groups in Canada.
(Update: It’s clear that services are in high-demand by the public and new funding potential is promising and HealthTab has built a strong reputation as the best approach to POCT in pharmacy. The Company expects to select another pharmacy group to expand with before the end of 2023.) |
International expansion
(Update: The Company was proud to achieve this significant milestone and looks forward to delivering the success found in Canada in the United Kingdom!) |
Hiring key positions to support technical and business development efforts
(Update: Adding a team member last year has been sufficient to date in terms of personnel, and the use of AI tools allows the Company to drive productivity while effectively managing expenses. The team is constantly reviewing human resources needs and has an action plan in place to grow the team on an as-needed basis.) |
Revenue growth and profitability.
(Update: The company’s gross profit grew 300% in Q2 and 437% year-over-year, despite significant investment in growth. The Company continues to manage is burn rate and increasing revenues. While earlier advisements were based on trends, we have adjusted and expect to see revenue targets achieved on a deferred timeline.) |
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 moving pharmacy forward. 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 of the release.
Exhibit 99.1
HEALTHTAB™ SIGNS RESELLER AGREEMENT WITH ABBOTT TO SUPPORT UK EXPANSION
VANCOUVER, BC – (GLOBE NEWSWIRE) – August 08, 2023 – Avricore Health Inc. (TSXV: AVCR, OTC: AVCRF) (“Avricore Health” or the “Company”) is pleased to announce the signing of a reseller agreement between HealthTab™ Inc. and Abbott Rapid Dx 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 UK.
“As we’ve grown in Canada substantially in collaboration with Abbott, we’re excited to take this winning model to the UK,” said Hector Bremner, CEO of Avricore Health. “We believe the UK is one of the leading jurisdictions to bring more funding for pharmacists to deliver services and that demand for HealthTab will be significant.”
HealthTab is currently in over 530 pharmacies in Canada and is leading a move to greater sophistication in point-of-care testing in community pharmacies, bringing high-quality instruments, robust health data management and quality assurance.
UK Healthcare Demands Need Pharmacy
| ● | It is estimated that there are over 5 million people with undiagnosed hypertension in the UK today. | |
| ● | NHS England recently announced £645 million to support increasing access to primary care, including expanding clinical practice in pharmacy, as an essential part of recovering the system’s ability to deliver timely service. | |
| ● | It’s estimated that optimally treating high-risk Atrial Fibrillation patients would prevent over 14,000 strokes over 3 years and save the NHS nearly £242 million. | |
| ● | The NHS notes that high cholesterol, along with other factors, is a major factor in heart attack and stroke risk, however, late diagnosis or under-treatment is very common. | |
| ● | There are over 13,000 pharmacies in the UK, serving a population of over 67 million people, of which, 96% live within 20 minutes by walking or using transit of a community pharmacy. |
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.
To find a location near you, please visit: healthtab.com/locations
HealthTab Market Fast Facts
| ● | Point-of-Care Testing Market to reach $50.6 Billion USD in 2025 (Source) | |
| ● | Glucose monitoring (diabetes related) to make up the largest growth within the sector. (Source) | |
| ● | Nearly 13.6 Million Canadians expected to 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 than 10,000 pharmacies in Canada, 88,000 pharmacies in the US, nearly 12,000 in the UK. |
About Avricore Health Inc.
Avricore Health Inc. (TSXV: AVCR) is a pharmacy service innovator focused on acquiring and developing early-stage technologies aimed at moving pharmacy forward. Through its flagship offering HealthTab™ (a wholly owned subsidiary), its 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 number of risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations, including without limitation: failure to meet regulatory requirements; changes in the market; potential downturns in economic conditions; and other risk factors described in Avricore’s public filings. These forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy this release or accuracy for the adequacy or accuracy.