Avricore Health Inc 6-K, filed Jun 5, 2025
Avricore Health Inc. (AVCRF)
About this 6-K
Avricore Health Inc filed this 6-K on June 5, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2025.
Commission File Number: 000-51848
Avricore Health Inc.
(Exact name of registrant as specified in its charter)
1120-789 West Pender St, Vancouver, BC, V6C 1H2
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): NO
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): NO
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Exhibits
The following exhibits are included in this form 6-K:
Exhibit No. |
Description | Date Released | ||
| 1 | Q1 Interim Consolidated Financial Statements | 2025-05-30 | ||
| 2 | Q1 MD&A | 2025-05-30 | ||
| 3 | Form 52-109 FV1-Certification of Interim Filings CEO | 2025-05-30 | ||
| 4 | Form 52-109 FV1-Certification of Interim Filings CFO | 2025-05-30 | ||
| 5 | News Release: Corporate Update | 2025-05-01 | ||
| 7 | Notice of the meeting and record date (Amended) | 2025-05-23 |
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: June 04, 2025 | 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
Avricore Health Inc.
Condensed Interim Consolidated Financial Statements
(Unaudited)
For the three months ended March 31, 2025 and 2024
(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 March 31, 2025 and 2024
Avricore Health Inc.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
| Note | Unaudited March 31, 2025 | Audited December 31, 2024 | ||||||||
| $ | $ | |||||||||
| ASSETS | ||||||||||
Current Assets | ||||||||||
| Cash and cash equivalents | 1,269,705 | 1,132,392 | ||||||||
| Term deposit | 10,000 | 10,000 | ||||||||
| Accounts receivable | 4 | 48,048 | 419,587 | |||||||
| Prepaid expenses and deposits | 5 | 52,140 | 20,470 | |||||||
| Inventory | 4,108 | 507 | ||||||||
| 1,384,001 | 1,582,956 | |||||||||
| Equipment | 6 | 683,986 | 656,441 | |||||||
| Intangible assets | 7 | 71,358 | 59,147 | |||||||
| Total Assets | 2,139,345 | 2,298,544 | ||||||||
| LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Accounts payable and accrued liabilities | 8 | 187,057 | 330,817 | |||||||
| 187,057 | 330,817 | |||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Share capital | 10 | 27,304,793 | 27,304,793 | |||||||
| Reserves | 10 | 7,129,379 | 7,067,518 | |||||||
| Accumulated other comprehensive gain (loss) | 15 | (47 | ) | |||||||
| Deficit | (32,481,899 | ) | (32,404,537 | ) | ||||||
| 1,952,288 | 1,967,727 | |||||||||
| Total Liabilities and Shareholders’ Equity | 2,139,345 | 2,298,544 | ||||||||
Nature of operations and going concern (Note 1)
Approved and authorized for issuance on behalf of the Board of Directors on May30, 2025.
| “Hector Bremner” | “David Hall” | |
| Hector Bremner, Director | David Hall, Chairman |
The accompanying notes are an integral part of these condensed interim consolidated financial statements
| 1 |
Avricore Health Inc.
Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Loss)
For the three months ended March 31, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)
| Note | 2025 | 2024 | ||||||||
| $ | $ | |||||||||
| Revenue | 14 & 17 | 434,061 | 1,124,307 | |||||||
| Cost of sales | (87,764 | ) | (639,516 | ) | ||||||
| Gross profit | 346,297 | 484,791 | ||||||||
| Expenses | ||||||||||
| Advertising and promotion | - | 41 | ||||||||
| Amortization | 6 | 1,146 | 729 | |||||||
| Consulting | 12 | 88,640 | 54,000 | |||||||
| General and administrative | 11 | 126,746 | 138,091 | |||||||
| Management fees | 12 | 54,000 | 54,000 | |||||||
| Shareholder communications | 8,433 | 19,886 | ||||||||
| Professional fees | 12 | 81,366 | 32,100 | |||||||
| Share-based compensation | 10 & 12 | 61,861 | 27,464 | |||||||
| (422,192 | ) | (326,311 | ) | |||||||
| Income (Loss) before other income (expense) | (75,895 | ) | 158,480 | |||||||
| Other income (expense) | ||||||||||
| Foreign exchange (loss) gain | (2,269 | ) | 48 | |||||||
| Interest income | 802 | 9 | ||||||||
| Gain on settlement of debt | 9 | - | 10,000 | |||||||
| Income (loss) for the period | (77,362 | ) | 168,537 | |||||||
Other comprehensive income: | ||||||||||
| Foreign currency translation | 62 | - | ||||||||
Comprehensive (loss) income for the period | (77,300 | ) | 168,537 | |||||||
| Basic and diluted loss per share | (0.00 | ) | 0.00 | |||||||
| Weighted Average Number of Common Shares Outstanding: | 101,289,664 | 99,740,049 | ||||||||
Segmented information (Note 14)
The accompanying notes are an integral part of these condensed interim consolidated financial statements
| 2 |
Avricore Health Inc.
Condensed Interim Consolidated Statements of Changes in Shareholder’s Equity
For the three months ended March 31, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)
Number of Shares | Share Capital | Warrant Reserve | Option Reserve | Accumulated Other Comprehensive Loss |
Deficit |
Total | ||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Balance, December 31, 2023 | 99,644,664 | 27,186,114 | 901,229 | 5,657,204 | - | (31,735,560 | ) | 2,008,987 | ||||||||||||||||||||
| Exercise of options | 225,000 | 28,450 | - | (12,850 | ) | - | - | 15,600 | ||||||||||||||||||||
| Share-based compensation | - | - | - | 27,464 | - | - | 27,464 | |||||||||||||||||||||
| Net Income for the period | - | - | - | - | - | 168,537 | 168,537 | |||||||||||||||||||||
| Balance, March 31, 2024 | 99,869,664 | 27,214,564 | 901,229 | 5,671,818 | - | (31,567,023 | ) | 2,220,588 | ||||||||||||||||||||
| Balance, December 31, 2024 | 101,289,664 | 27,304,793 | 901,229 | 6,166,289 | (47 | ) | (32,404,537 | ) | 1,967,727 | |||||||||||||||||||
| Share-based compensation | - | - | - | 61,861 | - | - | 61,861 | |||||||||||||||||||||
| Other comprehensive income | - | - | - | - | 62 | - | 62 | |||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | (77,362 | ) | (77,362 | ) | |||||||||||||||||||
| Balance, March 31, 2025 | 101,289,664 | 27,304,793 | 901,229 | 6,228,150 | 15 | (32,481,899 | ) | 1,952,288 | ||||||||||||||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements
| 3 |
Avricore Health Inc.
Condensed Interim Consolidated Statements of Cash Flows
For the three months ended March 31, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| Operating Activities | ||||||||
| Net Income (loss) | (77,362 | ) | 168,537 | |||||
Adjustment for non-cash items: | ||||||||
| Amortization | 42,434 | 109,599 | ||||||
| Share-based compensation | 61,861 | 27,464 | ||||||
| Gain on settlement of debt | - | (10,000 | ) | |||||
| Change in working capital items: | ||||||||
| Accounts receivable | 371,539 | 33,826 | ||||||
| Inventory | (3,601 | ) | 11,631 | |||||
| Prepaid expenses and deposits | (31,670 | ) | (23,251 | ) | ||||
| Accounts payable and accrued liabilities | (143,760 | ) | 88,252 | |||||
| Net cash provided by operating activities | 219,441 | 406,058 | ||||||
| Investing Activities | ||||||||
| Intangible assets | (15,557 | ) | (7,570 | ) | ||||
| Purchase of equipment | (66,816 | ) | (76,618 | ) | ||||
| Net cash used in investing activities | (82,373 | ) | (84,188 | ) | ||||
| Financing Activities | ||||||||
| Proceeds from exercise of stock options | - | 15,600 | ||||||
| Loan repayments | - | (30,000 | ) | |||||
| Net cash used in financing activities | - | (14,400 | ) | |||||
| Increase in cash and cash equivalents | 137,068 | 307,470 | ||||||
| Effects of foreign exchange translation on cash and cash equivalents | 245 | - | ||||||
| Cash and cash equivalents, beginning of period | 1,132,392 | 276,571 | ||||||
| Cash and cash equivalents, end of period | 1,269,705 | 584,041 | ||||||
Supplemental cash flow information (Note 15)
The accompanying notes are an integral part of these condensed interim consolidated financial statements
| 4 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)
| 1. | NATURE OF OPERATIONS AND GOING CONCERN |
Avricore Health Inc. (the “Company”) was incorporated under the Company Act of British Columbia on May 30, 2000. The Company’s common shares trade on the TSX Venture Exchange (the “Exchange”) under the symbol “AVCR” and are quoted on the OTCQB Market as “AVCRF”. The Company’s registered office is at 700 – 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5.
The Company is involved in the business of health data and point-of-care technologies (“POCT”).
The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operations for the foreseeable future and be able to realize assets and satisfy liabilities in the normal course of business. The availability of sufficient cash flows to fund the Company’s operations are dependent on revenues and other financing sources which are subject to uncertainty. The Company has historically experienced operating losses and negative operating cash flows. As at March 31, 2025, the Company has an accumulated deficit of $32,481,899 and a working capital of $1,196,944 which management believes is sufficient to finance the Company’s operations over the next twelve months.
The continuation of the Company as a going concern is dependent upon its ability to generate revenue from its operations and/or raise additional financing to cover ongoing cash requirements. The condensed interim consolidated financial statements do not reflect any adjustments, which could be material, to the carrying values of assets and liabilities, which may be required should the Company be unable to continue as a going concern.
| 2. | BASIS OF PRESENTATION |
| a) | Statement of compliance |
The condensed interim consolidated financial statements for the period ended March 31, 2025 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, 2024. 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, 2024.
| 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, 2024 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 otherwise indicated. The functional currency of HealthTab Ltd. is the UK pound sterling.
| 5 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(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 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 |
The 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 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 and HealthTab Inc.’s wholly owned United Kingdom subsidiary HealthTab™ Ltd.
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES |
Significant accounting estimates and judgments
Share-based payments
The Company grants share-based awards to certain directors, officers, employees, consultants and other eligible persons. For equity-settled awards, the fair value is charged to the statement of operations and comprehensive loss and credited to the reserves over the vesting period using the graded vesting method, after adjusting for the estimated number of awards that are expected to vest.
The fair value of equity-settled awards is determined at the date of the grant using the Black-Scholes option pricing model. For equity-settled awards to non-employees, the fair value is measured at each vesting date. The estimate of warrant and option valuation also requires determining the most appropriate inputs to the valuation model, including the volatility, expected life of warrants and options, risk free interest rate and dividend yield. Management must also make significant judgments or assessments as to how financial assets and liabilities are categorized.
Estimation of useful lives of equipment and software
Amortization of equipment and software is dependent upon estimates of their useful lives. The actual lives of the assets are assessed annually and may vary depending on a number of factors. In reassessing asset lives, factors such as technological innovation, product lifecycles, and maintenance are taken into account.
| 6 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) |
Significant accounting estimates and judgments (continued)
Judgements
Significant judgments used in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:
Revenue recognition
Revenue is recognized when the revenue recognition criteria expressed in the accounting policy stated above have been met. Judgment may be required when allocating revenue or discounts on sales amongst the various elements in a sale involving multiple deliverables.
Deferred income taxes
Tax interpretations, regulations and legislation in the various jurisdictions in which the Company operates are subject to change. The determination of income tax expense and deferred tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretations of laws in the countries in which the Company operates. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred taxes or the timing of tax payments. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can be utilized without a time limit, that deferred tax asset is usually recognized in full.
Going concern
Management has applied judgements in the assessment of the Company’s ability to continue as a going concern when preparing these financial statements. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. The factors considered by management are disclosed in Note 1.
| 4. | ACCOUNTS RECEIVABLE |
The Company’s accounts receivable consists of the following:
| March 31, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Trade receivables | 44,043 | 414,263 | ||||||
| GST receivable | 4,005 | 5,324 | ||||||
| 48,048 | 419,587 | |||||||
| 5. | PREPAID EXPENSES AND DEPOSITS |
The balance consists of prepaid expenses to vendors of $38,999 (December 31, 2024 - $7,408), prepaid business insurance of $1,141 (December 31, 2024 - $1,062) and security deposits of $12,000 (December 31, 2024 - $12,000).
| 7 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)
| 6. | EQUIPMENT |
| Equipment | ||||
| $ | ||||
| Cost | ||||
| Balance, December 31, 2023 | 2,320,275 | |||
| Additions | 181,094 | |||
| Impairment | (772,174 | ) | ||
| Assets written off | (162,686 | ) | ||
| Balance, December 31, 2024 | 1,566,509 | |||
| Additions | 66,816 | |||
| Currency Translation Reserve | (183 | ) | ||
| Balance, March 31, 2025 | 1,633,142 | |||
| Accumulated Amortization | ||||
| Balance, December 31, 2023 | 602,280 | |||
| Amortization | 438,441 | |||
| Assets written off | (130,653 | ) | ||
| Balance, December 31, 2024 | 910,068 | |||
| Amortization | 39,088 | |||
| Balance, March 31, 2025 | 949,156 | |||
| Carrying value | ||||
| As at December 31, 2024 | 656,441 | |||
| As at March 31, 2025 | 683,986 | |||
Equipment is comprised primarily of system analyzers and system hardware leased to earn revenues. Amortization of equipment included in cost of sales was $37,942 during the three months period ended March 31, 2025 (2024 - $108,870). Amortization of equipment included in operating expenses was $1,146 during the three months ended March 31, 2025 (2024 - $729).
The Company discontinued the use of certain equipment and recognized a loss on disposition of $32,033 during the year ended December 31, 2024.
During the year ended December 31, 2024, management determined that the agreement with the Company’s major customer would not be renewed and expire on March 31, 2025. The loss of this major customer was expected to significantly impact the Company’s revenue and financial position in the near term. As a consequence, the Company performed an impairment test. The Company recognized and determined the recoverable amount to be $656,441 using the value in use method. The Company applied a risk-adjusted discount rate of 50% in its impairment test. The Company recognized an impairment of $772,174 related to system analyzers and system hardware during the year ended December 31, 2024. The Company has impaired 100% of the equipment expected to be idle.
| 8 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)
| 7. | INTANGIBLE ASSETS |
| Software | HealthTab™ | Corozon | Emerald | Total | ||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Balance, December 31, 2023 | 65,465 | 1 | 1 | 1 | 65,468 | |||||||||||||||
| Additions | 24,253 | - | - | - | 24,253 | |||||||||||||||
| Balance, December 31, 2024 | 89,718 | 1 | 1 | 1 | 89,721 | |||||||||||||||
| Additions | 15,557 | - | - | - | 15,557 | |||||||||||||||
| Balance, March 31, 2025 | 105,275 | 1 | 1 | 1 | 105,278 | |||||||||||||||
| Accumulated Amortization | ||||||||||||||||||||
| Balance, December 31, 2023 | 18,819 | - | - | - | 18,819 | |||||||||||||||
| Amortization | 11,755 | - | - | - | 11,755 | |||||||||||||||
| Balance, December 30, 2024 | 30,574 | - | - | - | 30,574 | |||||||||||||||
| Amortization | 3,346 | - | - | - | 3,346 | |||||||||||||||
| Balance, March 31, 2025 | 33,920 | - | - | - | 33,920 | |||||||||||||||
| Carrying value | ||||||||||||||||||||
| As at December 31, 2024 | 59,144 | 1 | 1 | 1 | 59,147 | |||||||||||||||
| As at March 31, 2025 | 71,355 | 1 | 1 | 1 | 71,358 | |||||||||||||||
Amortization of software of $3,346 was included in cost of sales during the three months period ended March 31, 2025 (2024 - $2,522)
| 8. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES |
The Company’s accounts payable and accrued liabilities consist of the following:
| March 31, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Trade accounts payable and accrued liabilities | 143,276 | 255,965 | ||||||
| GST payable | 43,781 | 74,852 | ||||||
| 187,057 | 330,817 | |||||||
| 9. | LOANS PAYABLE |
During the year ended December 31, 2020, the Company received a Canada Emergency Business Account loan of $40,000 to be repaid on or before December 31, 2024. The loan was interest-free until January 18, 2024. In January 2024, the Company repaid the loan principal of $30,000 and received loan forgiveness of $10,000, recorded as gain on settlement of debt.
| 9 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)
| 10. | SHARE CAPITAL |
Authorized share capital
Authorized: Unlimited number of common shares without par value.
Issued share capital
There were no shares issued during the period ended March 31, 2025.
During the year ended December 31, 2024:
The Company issued 1,645,000 common shares upon exercise of stock options for gross proceeds of $86,600. $32,079, the fair value of the options was reclassified from reserves to share capital.
Stock options
The Company has adopted a fixed up to 20% incentive share purchase option plan under the rules of the Exchange pursuant to which it is authorized to grant options to acquire up to 19,970,000 common shares of the Company to executive officers, directors, employees and consultants. The options can be granted for a maximum term of ten years and generally vest either immediately or in specified increments of up to 25% in any three-month period.
The changes in stock options including those granted to directors, officers, employees and consultants are summarized as follows:
| Period ended March 31, 2025 | Year ended December 31, 2024 | |||||||||||||||
| Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | |||||||||||||
| Beginning Balance | 12,250,000 | $ | 0.22 | 10,350,000 | $ | 0.17 | ||||||||||
| Options granted | - | - | 3,661,000 | $ | 0.28 | |||||||||||
| Expired/Cancelled | (21,000 | ) | $ | 0.28 | (116,000 | ) | $ | 0.09 | ||||||||
| Exercised | - | - | (1,645,000 | ) | $ | 0.05 | ||||||||||
| Ending Balance | 12,229,000 | $ | 0.22 | 12,250,000 | $ | 0.23 | ||||||||||
| Exercisable | 11,341,250 | $ | 0.22 | 10,269,500 | $ | 0.22 | ||||||||||
| 10 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)
| 10. | SHARE CAPITAL (continued) |
Stock options (continued)
The following table summarizes information about stock options outstanding and exercisable as at March 31, 2025:
| Exercise Price | Expiry date | Options | ||||||||||
| Outstanding | Exercisable | |||||||||||
| $ | 0.08 | November 18, 2025 | 500,000 | 500,000 | ||||||||
| $ | 0.08 | December 8, 2025 | 710,000 | 710,000 | ||||||||
| $ | 0.19 | January 28, 2026 | 150,000 | 150,000 | ||||||||
| $ | 0.25 | March 22, 2026 | 1,800,000 | 1,800,000 | ||||||||
| $ | 0.15 | August 10, 2027 | 2,675,000 | 2,675,000 | ||||||||
| $ | 0.15 | August 12, 2027 | 100,000 | 100,000 | ||||||||
| $ | 0.16 | October 12, 2027 | 300,000 | 300,000 | ||||||||
| $ | 0.28 | May 15, 2028 | 1,803,000 | 1,803,000 | ||||||||
| $ | 0.20 | June 21, 2028 | 400,000 | 400,000 | ||||||||
| $ | 0.20 | September 15, 2028 | 140,000 | 140,000 | ||||||||
| $ | 0.18 | July 01, 2029 | 150,000 | 112,500 | ||||||||
| $ | 0.18 | July 01, 2029 | 150,000 | 112,500 | ||||||||
| $ | 0.29 | August 30, 2029 | 3,351,000 | 2,538,250 | ||||||||
| 12,229,000 | 11,341,250 | |||||||||||
The weighted average remaining life of the stock options outstanding at March 31, 2025 is 2.74 years.
Share-based compensation
Share-based compensation of $61,861 was recognized during the three months ended March 31, 2025 (2024 - $27,464), respectively, for stock options granted and/or vested during the period. Options issued to directors, officers and consultants of the Company vest quarterly over one year, however, the Board may change such provisions at its discretion or as required on a grant-by-grant basis.
Share-based payments for options granted and repriced were measured using the Black-Scholes option pricing model with the following assumptions:
| 2025 | 2024 | |||||||
| Expected life | 3.69 years | 3.69 | ||||||
| Volatility | 82.69 | % | 110%-115 | % | ||||
| Dividend yield | 0 | % | 0 | % | ||||
| Risk-free interest rate | 2.82 | % | 2.68%-3.52 | % | ||||
Option pricing models require the use of highly subjective estimates and assumptions, including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates.
| 11 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)
| 10. | SHARE CAPITAL (continued) |
Warrants
There were no warrants outstanding for the period ended March 31, 2025 and December 31, 2024.
Fair value of the finder’s warrants granted is measured using the Black-Scholes pricing model. Black-Scholes pricing models require the use of highly subjective estimates and assumptions, including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates.
| 11. | GENERAL AND ADMINISTRATIVE EXPENSES |
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| Bank service charges | 2,085 | 6,256 | ||||||
| Filing and registration fees | 10,006 | 8,322 | ||||||
| Insurance | 21,365 | 26,703 | ||||||
| Office maintenance | 19,642 | 9,804 | ||||||
| Payroll | 18,813 | 18,925 | ||||||
| Regulatory fees | 232 | 233 | ||||||
| Rent | 8,703 | 4,500 | ||||||
| Travel | 45,900 | 60,098 | ||||||
| Warranty expense | - | 3,250 | ||||||
| 126,746 | 138,091 | |||||||
| 12. | RELATED PARTY TRANSACTIONS AND BALANCES |
For the period ended March 31, 2025 and 2024, the Company recorded the following transactions with related parties:
| a) | $5,400 in office rent (2024 – $1,500) to a company controlled by the Chief Technology Officer of the Company. |
| b) | $3,000 in office rent (2024 – $3,000) to a company controlled by the Chief Financial Officer of the Company. |
| c) | $2,414 for analyser quality control services (2024 - $85,417) to a company controlled by the Chief Technology Officer of the Company. |
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:
| Three months ended March 31 | ||||||||
| Type of transaction | 2025 | 2024 | ||||||
| $ | $ | |||||||
| Consulting fees | 54,000 | 54,000 | ||||||
| Management fees | 54,000 | 54,000 | ||||||
| Professional fees | 32,100 | 32,100 | ||||||
| Share-based compensation | 42,696 | 20,715 | ||||||
| 182,796 | 160,815 | |||||||
| 12 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)
| 12. | RELATED PARTY TRANSACTIONS AND BALANCES (continued) |
At March 31, 2025, there were no amounts due to related parties (December 31, 2024 - $nil).
| 13. | CAPITAL DISCLOSURES |
The Company includes Common shares, Options reserve and Warrants reserve in the definition of capital net of share issue costs. The Company’s objective when managing capital is to maintain sufficient cash resources to support its day-to-day operations. The availability of capital is solely through the issuance of the Company’s common shares. The Company intends to issue additional equity at such time when funds are needed and the market conditions become favorable to the Company. There are no assurances that funds will be made available to the Company when required. The Company makes every effort to safeguard its capital and minimize its dilution to its shareholders.
The Company is not subject to any externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the period ended March 31, 2025.
| 14. | SEGMENTED INFORMATION |
At March 31, 2025 and 2024, the Company has only one reportable segment, being the HealthTab™ - Point of Care Business in Canada.
Revenue from the major customer was $411,846 during the period ended March 31, 2025 (2024 - $1,109,193). The major customer purchases goods and services from the Company’s only reportable segment HealthTab™ - Point of Care Business. The agreement with the major customer expired on March 31, 2025. The loss of this major customer will significantly impact the Company’s future revenue and financial position, unless additional revenue sources are secured in a timely manner
| 15. | SUPPLEMENTAL CASH FLOW INFORMATION |
There were no non-cash transactions during the period ended March 31, 2025 and 2024
| 16. | FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT |
The Company’s financial instruments include cash and cash equivalents, term deposit, accounts receivable, accounts payable and loans payable. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities. The Company has exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments.
This note presents information about the Company’s exposure to each of the above risks and the Company’s objectives, policies and processes for measuring and managing these risks. Further quantitative disclosures are included throughout the consolidated financial statements. The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board has implemented and monitors compliance with risk management policies.
| a) | Credit risk |
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are held through a large Canadian financial institution. The Company does not have financial assets that are invested in asset-backed commercial paper.
| 13 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)
| 16. | FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued) |
The Company performs ongoing credit evaluations of its accounts receivable but does not require collateral. The Company establishes an allowance for expected credit losses based on the credit risk applicable to particular customers and historical data.
Approximately 53% of trade receivables are due from one customer at March 31, 2025 (December 31, 2024 – 97% from one customer).
| b) | Liquidity risk |
Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation. Liquidity risk has been assessed as moderate.
The Company monitors its spending plans, repayment obligations and cash resources, and takes actions with the objective of ensuring that there is sufficient capital in order to meet short-term business requirements. To facilitate its expenditure program, the Company raises funds primarily through public equity financing. Please refer to note 13 to these condensed interim consolidated financial statements regarding the Company’s strategy to raise the funds through equity.
Contractual undiscounted cash flow requirements for financial liabilities as at March 31, 2025 are as follows:
| Carrying value | Contractual Cash flows | Within 1 year | 1 - 5 Years | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Trade accounts payable | 88,804 | 88,804 | 88,804 | - | ||||||||||||
| 88,804 | 88,804 | 88,804 | - | |||||||||||||
| 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 fixed interest rates and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company is not exposed to significant interest rate risk.
| 14 |
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)
| 16. | FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued) |
| d) | Fair values of financial instruments |
The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities and amounts resulting from direct arm’s length transactions.
Cash and cash equivalents are valued using quoted market prices or from amounts resulting from direct arm’s length transactions. As a result, these financial assets have been included in Level 1 of the fair value hierarchy.
The fair values of financial assets and financial liabilities are determined as follows:
Cash and cash equivalents are measured at fair value on a recurring basis using a level 1 measurement. The carrying amounts of accounts receivable, accounts payable, and loans payable are of approximate fair value due to their short-term maturity or current market rates for similar instruments.
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full contractual term. Derivatives are included in Level 2 of the fair value hierarchy as they are valued using price models. These models require a variety of inputs, including, but not limited to, contractual terms, market prices, forward price curves, yield curves and credit spreads.
Level 3: Inputs for the asset or liability are not based on observable market data.
| 17. | REVENUE |
Revenues earned are comprised of lease and service of $423,586 (2024 –$563,487) for the period ended March 31, 2025 and sale of products of $9,990 (2024 –$560,820). For the period ended March 31, 2025, and December 31, 2024 the Company had one major customer from whom revenues were earned. Please refer to note 14 to this financial statement for the details regarding revenue from the major customer.
| 15 |
Exhibit 2
Avricore Health Inc.
Management’s Discussion & Analysis
For the three months ended
March 31, 2025
Avricore Health Inc.
Management’s Discussion and Analysis
March 31 2025
This Management Discussion and Analysis (“MD&A”) of Avricore Health Inc. (“AVRICORE”, the “Company”, “we”, “us” or “our”) for the period ended March 31, 2025 is prepared as of May 30, 2025. This MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements for the period ended March 31, 2025 and audited consolidated financial statements for the year ended December 31, 2024 and the related notes thereto.
Our consolidated financial statements are prepared in accordance IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This MD&A contains “forward-looking statements” and the non-GAAP performance measures that are subject to risk factors set out in a cautionary note contained herein.
All amounts are expressed in Canadian dollars unless otherwise indicated.
Additional information about Avricore Health Inc. can be found on the SEDAR website (www.sedarplus.ca) and on the Company’s website (www.avricorehealth.com).
FORWARD LOOKING STATEMENTS
This MD&A contains or incorporates forward-looking statements within the meaning of Canadian securities legislation (collectively, “forward-looking statements. These forward-looking statements relate to, among other things, revenue, earnings, changes in cost and expenses, capital expenditures and other objectives, strategic plans and business development goals, and may also include other statements that are predictive in nature or that depend upon or refer to future events or conditions, and can generally be identified by words such as “may”, “will”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” or similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These statements are not historical facts but instead represent only Avricore’s expectations, estimates and projections regarding future events.
Although the Company believes the expectations reflected in such forward-looking statements are reasonable, such statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Undue reliance should not be placed on such statements. Certain material assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Known and unknown factors could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Important assumptions, influencing factors, risks and uncertainties are referred to in the body of this MD&A, in the press release announcing the Company’s financial results, and in Avricore’s annual financial statements and the notes thereto. These documents are available at www.sedarplus.ca.
The forward-looking statements contained in this MD&A are made as at the date of this MD&A and, accordingly, are subject to change after such date. Except as required by law, Avricore does not undertake any obligation to update or revise any forward-looking statements made or incorporated in this MD&A, whether as a result of new information, future events or otherwise.
| 2 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
March 31 2025
OVERVIEW
Avricore Health is committed to advancing pharmacy practice and patient care by acquiring and developing innovative early-stage technologies. At the core of this strategy is HealthTab™, our wholly owned turnkey point-of-care testing (POCT) platform that empowers pharmacies to become proactive community diagnostic centers. HealthTab™ enhances the role of pharmacists in delivering frontline care by enabling rapid screening and clinical decision-making directly at the pharmacy counter. With a growing focus on accessible, efficient care—especially for chronic disease management—HealthTab™ contributes to improved patient outcomes and creates long-term value for all stakeholders.
Avricore continues to reach critical milestones, driven by strategic expansion, innovative offerings, and solid financial performance. These efforts position the company for sustained growth and market leadership in the evolving healthcare ecosystem.
Adapting to a Changing Healthcare Landscape
Healthcare systems globally are under increasing pressure due to budget constraints, clinician shortages, and rising demand for services. In Canada, over 6 million people lack access to a family doctor, and among those who do, only 29% receive timely care. Compounding the challenge, nearly a third of family doctors are expected to retire or leave the profession within the next three years. In the UK, with just 25% of physicians serving as GPs, individual practitioners are managing caseloads averaging 2,300 patients each.
As these strains intensify, pharmacy is emerging as a key player in delivering primary care services. HealthTab™ is at the forefront of this shift—offering pharmacists tools to conduct essential screenings, identify urgent care needs, and forge deeper patient relationships. The platform reduces the burden on traditional healthcare settings and helps drive efficiencies in care delivery.
The market demand for point-of-care solutions continues to grow, accelerated by the need for cost-effective, scalable, and decentralized care. HealthTab™ is uniquely positioned to meet this demand, providing innovative solutions where and when patients need them most.
HEALTHTAB™ – KEY DEVELOPMENTS
Financial Highlights:
| ● | In the period ended March 31, 2025 revenue decreased by 61% year over year to $434,061 and gross profit decreased by 29% to $346,297. | |
| ● | In the three months ended March 31, 2025 the Company recorded a comprehensive loss of $77,300 (2024 – income of $168,537) and a net increase in cash of 137,068 (2024 - $307,470). |
Growth Strategy 2025 and Beyond:
Recently, the Company announced its strategy to grow HealthTab™ in the United Kingdom — a decision aligned with the region’s robust healthcare market and significant investment in pharmacy-led services.
With operations in the Shoppers Drug Mart locations in Canada having concluded as of March 31, 2025, this allows for the redeployment of devices in Canada and the UK. This transition enhances resource efficiency and reduces upfront capital requirements for expanded device deployment.
| 3 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
March 31 2025
Because the Company expects devices to be redeployed to new locations in Canada and the UK, management estimates that the Company will not require investment in new devices for the next 12 to 18 months. It also expects cash-on-hand, expected future cash inflows from revenues, and cash savings from redeployment of devices estimated to be sufficient to finance working capital for the next 12 to 18 months.
UK Market Opportunity
The timing of the Company’s strategic efforts is driven by unprecedented UK government investment in UK pharmacy services:
| ● | The UK Government’s foundational strategy for the nation is detailed in its Plan for Change, launched in late 2024, where it lays out specific goals to increase access to NHS lead care by focusing on community care options, like pharmacy, and engaging in preventative health measures, specifically for chronic diseases, such as heart disease. (Source: pg. 27). | |
| ● | On March 31, 2025, following a 6-week consultation, the Department of Health and Social Care announced an extra £617 million over 2 years to support community pharmacy, including fee increases for blood-pressure screening to identify undiagnosed hypertension. (source) | |
| ● | The Community Pharmacy Pathfinder Program lays out the mandate and milestones for pharmacists to become Independent Prescribers, giving them the ability, for the first time, to directly diagnose and prescribe for chronic disease like cardiovascular disease. (source) Government also clearly intimating that point-of-care screening, as this will be required to meet this new pharmacy services practice. | |
| ● | The NHS committed £645 million (approx. $1.1 billion CAD) to its Pharmacy First program in 2024. | |
| ● | Currently, the NHS has one of the lowest family doctors to patient ratios it’s had in decades, meaning one GP is responsible for almost 2300 patients on average. | |
| ● | The NHS has mandated standardized electronic health records integration across all NHS services (HealthTab™ is a digital platform that integrates with electronic health record systems). | |
| ● | Pharmacy-based screening programs have shown strong patient uptake. On October 11, 2024, the NHS Confederation, who represents NHS providers with over 1.5 million staff, caring for more than 1 million patients a day and control £150 billion of public expenditure, released their report measuring return on investment (ROI) for healthcare expenditures. The report listed community based cardiovascular disease screening and prevention as one of the best ROI’s at £7.52 per £1 and £9 for diabetes invested after five years, further stating that “Implementing community pharmacies to aid in the detection of cardiovascular disease provided the quickest return, within one year.” | |
| ● | There are nearly 12,000 pharmacies in the UK, and more than half are participating currently in POCT blood-pressure screening, conducting approximately 250,000 screenings per month, demonstrating high amounts of undiagnosed hypertension. | |
| ● | Recently, the NHS announced “shocking” findings of the rapid rise of strokes in people over 50, rising 55% in the last ten years. (Source) | |
| ● | Only about 7% of UK pharmacies are profitable, adding services will not only ensure better access to care for patients and reduce acute and long-term chronic disease costs, but also ensure financial security for these critical healthcare access points. (Source) |
Initial UK Expansion and Implementation
The Company’s first HealthTab™ UK deployment in North East London pharmacies targets an area with significant cardiovascular disease burden and demonstrates the HealthTab™ platform’s potential for rapid scaling:
| ● | In November 2024 the Company announced the first cholesterol testing location in North East London. | |
| ● | HealthTab™ is partnered with UCL Partners, an academic health science centre located in London, England. It is the largest academic health science centre in the world, treats more than 1.5 million patients each year, has a combined annual turnover of around £2 billion and includes around 3,500 scientists, senior researchers and consultants. |
| 4 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
March 31 2025
| ● | HealthTab™ has integrated with NHS digital pathways, achieving data access objectives set out in current plans, and is continuing with further API connections. | |
| ● | Focus is on areas with highest preventable disease burden. | |
| ● | HealthTab™ enjoys strong support from local health authorities and pharmacy leadership. | |
| ● | Cholesterol testing will expand to additional pharmacies in the coming months. |
Avricore’s HealthTab™ platform has been selected by a collaborative effort involving Barts Heart Centre, UCL Partners and HEART UK to assess the feasibility of community pharmacists in the UK providing cholesterol testing alongside blood pressure checks for cardiovascular risk evaluation. The study aims to build on the success of over 930,000 blood pressure checks conducted in 6,000 pharmacies as part of an NHS initiative. With NHS England allocating £645 million (approx. $1.1 billion CAD) to increase access to primary care in community pharmacy, HealthTab™ will support pharmacists in delivering vital support for chronic diseases. With many of the initial targets set by the NHS to expire in March 2025, timing aligns well with this initiative to be included in the next phases of funding and objective setting.
Recently, the British Medical Journal conducted a comprehensive review of point-of-care devices used within the UK, noting that two-thirds fail to meet standards. The project lead for the NE London Initiative HealthTab was selected for was invited to offer comment on this in the Pharmaceutical Journal as the project’s prominence and leadership in this area were noted for utilizing best practices to ensure the highest standards, read the article here.
The reseller agreement between HealthTab™ Inc. and Abbott Rapid Diagnostics Limited UK & Ireland 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.
Continuing and New Canadian Initiatives:
| ● | In September 2023, the Company announced its first testing location within Rexall’s Pharmacy Walk-In Clinic in Sherwood Park, Alberta. That location, a first for Rexall as well, offers both the Afinion 2™ blood-chemistry analyzer as well as the ID Now™ molecular platform by Abbott Rapid Diagnostics, giving patients quick access to their test results, and allowing for immediate consultation with their pharmacist. | |
| ● | After the initial launch, the Company was pleased to announce further expansion of HealthTab™ with Rexall Pharmacy Group ULC (“Rexall”). The Companies have been working closely to develop the best patient approaches and internal workflows to ensure the most successful deployment of this powerful point-of-care testing platform. | |
| ● | The next steps with Rexall will be to deploy to a minimum of 20 other locations spread out between stores in Alberta and Ontario. After each deployment, the teams will collaborate to assess deployment workflow, refine processes and identify further deployment opportunities based on patient and pharmacist feedback. | |
| ● | 14 HealthTab™ systems were operating in Rexall stores including as of May 31, 2025; 9 in Ontario, 4 in Alberta and 1 is Saskatchewan. | |
| ● | Avricore has partnered with Ascensia Diabetes Care to integrate their blood glucose monitoring systems, CONTOUR®NEXT GEN and CONTOUR®NEXT ONE, with Avricore’s 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 provides a more comprehensive health data tool for combating diabetes. Ongoing efforts to encourage patient engagement are active. Ascensia Diabetes Care is a global company focused on supporting people with diabetes and is a subsidiary of PHC Holdings Corporation. |
| 5 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
March 31 2025
Canadian Healthcare Environment:
| ● | On January 10, 2025, Canada’s Health Minister released an interpretation letter to provincial and territorial health plans noting that under the Canada Health Act, primary care provided by pharmacists, midwives and nurse practitioners can be covered by public insurance. This significant shift means not only more access to primary care without out-of-pocket expenses, but it provides a clearer format for provinces and territories considering expanding the scope of pharmacists and funding them that ensures the spirit and intent of the Canada Health Act is maintained. There is a deadline of April 1, 2026, listed as when each jurisdiction is to have a framework ready to implement. (source) | |
| ● | The innovative practice of pharmacist-led primary healthcare clinics is expected to expand in Canada, as provinces struggle to meet the health care needs of their residents and recruit more family physicians. The program’s primary focus is to screen patients at-risk for diabetes and cardiovascular disease. On March 28th, 2023, the Government of Canada tabled its budget for the year ahead, including a 10-year funding agreement with the Nation’s provinces to increase healthcare funding. That new funding approach was novel for the fact that each province has specific agreements in place, opposed to the more traditional generalized formula, which spent less in early intervention and prevention of disease. This approach is expected to bring substantial innovations related to healthcare data and new healthcare service delivery models, as the provinces agreed to make changes to rules and practices which have limited data-flow optimization and healthcare access. | |
| ● | The Canadian Medical Association expressed support for many of the initiatives on March 30th, 2023, in relation to the healthcare agreement and encouraged government to institute recommendations from the Addressing Canada’s Health Workforce Crisis report from the Standing Committee on Health. One of the key items they pointed to was “…optimizing scopes of practice for health professionals…”. | |
| ● | Most provinces have already begun expanding the scope of practice of their pharmacists, with 7 provinces allowing these healthcare professionals to prescribe for minor ailments and 8 provinces either allowing or will soon allow them to order and interpret lab results. HealthTab™ is uniquely situated to support the expanding scope of pharmacy practice. | |
| ● | As of July 1st, 2022, the Government of Ontario brought into effect an expanded scope of practice for community pharmacists in the province, joining Alberta in this growing and increasingly popular approach. This includes limited prescribing for minor ailments, as well as the ability to perform certain point-of-care tests to assist patients with managing chronic disease. Approved tests include glucose, HbA1c and lipids, all of which HealthTab™ currently offers with the Abbott Afinion 2™. Also announced as part of this plan in Ontario, is a second stage of scope modifications, which began on January 1, 2023. This stage allows for limited prescribing for minor ailments and certain prescription renewals, further enhancing the value of community pharmacy in direct patient care. | |
| ● | These changes, and increasing demand, means Canadian pharmacy business is rapidly evolving before our eyes, from being product focused to care service focused. At $51.4 billion, the industry already represents a significant impact on healthcare, and the anticipated increase in funding and new service offerings, including point-of-care testing, will mean this practice will play an even more impactful role going forward. | |
| ● | The 2023 “tripledemic” (Flu, RSV and Covid) strained the Canadian healthcare system beyond its breaking point, and 2024 has proven scientists’ concerns about communicable infections have materialized. Pharmacy will play a key a role in these battles and confirmed tests results means faster responses, better treatment and less spread of these infectious diseases. |
| 6 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
March 31 2025
| ● | 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. | |
| 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. | |
| ● | Expanding capabilities, signing of a non-exclusive, pilot supplier distribution agreement in Canada between HealthTab™ Inc., and Abbott, with respect to the handheld blood chemistry analyzer, i-STAT Alinity. The agreement allows HealthTab™ to now also distribute Abbott’s novel point-of-care i-STAT Alinity and its associated tests for creatinine in Canadian pharmacies to better support patients with important information about their renal function. | |
| ● | Expanding capabilities, amendment to the Distribution Agreement adds Abbott’s popular ID NOW™ molecular testing device which will add onsite testing and reporting capabilities for SARS-CoV-2 as well as Respiratory Syncytial Virus (RSV), Influenza A & B and Streptococcus – a powerful combination for detecting infections before they spread. | |
| ● | Developing new pilot programs with national pharmacy chains, | |
| ● | Continuing to negotiate new and novel POC diagnostic device integrations to strategically expand the HealthTab™ testing menu. | |
| ● | Refining HealthTab™’s de-centralized clinical trials capabilities to make actionable and to monetize de-identified data associated with high-value Real-World Evaluation (RWE). | |
| ● | Moving forward with negotiations across several target demographics, domestically and internationally, with pharmacies, life-science companies, host-locations, and Clinical Research Organizations (CRO). |
| 7 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
March 31 2025
HealthTab™ is a cloud-based network technology that enables the world’s first harmonized, real-time response system where consumers receive a finger-stick blood test at their local pharmacy via a web-enabled clinical grade blood chemistry analyzer. These results are available in 12 minutes. Consumers’ biomarkers, which include key results related to heart, liver and kidney function, are received via secure login which they can then use to better understand their health performance and share with their healthcare team for evidence-based decision making. This one-of-a-kind real-time reporting system opens the door to improved preventative healthcare in public and private health systems.
De-identified data collected, with consumer consent across the HealthTab™ network of analyzers, can be shared with life-science companies and other research entities including the clinical research industry. The traditional clinical trial approach can be limited in the scope of time, demographical outreach, and other inherent exclusionary attributes. HealthTab™ presents a revolutionary model for utilizing the system’s unique ability to offer real-time evaluations of treated populations and real-world evaluation clinical trials.
It is clear that patients and healthcare providers are increasingly leveraging vast amounts of patient data, including clinical histories, genetic information, and real-time monitoring data, to make more informed and personalized decisions. This data-driven approach enhances diagnostic accuracy, tailors treatment plans, and improves overall patient outcomes.
Despite this trend, currently, only about 3% of the health data generated globally is actively utilized in patient care. This means that a staggering 97% of health data goes unused. Despite the enormous volume of health data produced, challenges such as data privacy concerns, lack of interoperability, and insufficient data governance frameworks significantly limit its application in clinical settings. Improving the utilization of this data could revolutionize patient care by enabling more personalized treatments, early disease detection, and better health outcomes overall. (source / source).
This opportunity is being addressed by HealthTab by bringing real-time data generation together with machine-driven insights and automated dissemination into the pharmacy, driving data utilization.
HealthTab™ is being embraced as it provides a secure real-time digital pathway to deploy and manage point-of-care testing in the pharmacy and community setting where it offers the reliability, accuracy and flexibility the sector needs. The Company sees increasing demand due to public policy changes and shifts in healthcare globally, and with a proven track record now established, HealthTab™ is best positioned to capitalize on this opportunity.
Fully Integrated Patient Health Records
The Company is being engaged in discussions for the integration of HealthTab™ into the electronic medical records and pharmacy management systems within Canada and international markets in order to solve for the data-silos which are commonplace, making the user-experience better for patient and providers, as well as supporting research opportunities.
HealthTab™’s application programming interface (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.
| 8 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
March 31 2025
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.
Our Journey So Far
2019 - Refocused the Company on HealthTab™ with the RASTR approach, emphasizing data generation and better patient outcomes. Began discussions with onsite testing and secured a tentative agreement. Faced financial challenges but placed new finance team in place and began funding and reorganization efforts.
2020 - Closed a $1M financing after significant effort, however the COVID-19 pandemic caused the loss of the onsite testing agreement. Used the pandemic period to negotiate down and clear debts. Began discussions with Abbott, leading to new opportunities with Shoppers Drug Mart (SDM). Launched the first Private Placement under the new team.
2021 - Successfully raised over $4M through two oversubscribed placements and options exercises. Conducted the first SDM pilot, driving expanded locations and business development momentum.
2022 - Scaled up HealthTab™ with SDM after a successful pilot, generating substantial revenues for the first time. Expanded the product line by adding ID Now™ for virus testing under the Abbott distribution agreement.
2023 - Achieved record revenues as HealthTab™ expanded to hundreds of new locations, including multi-device sites. Secured a partnership with Rexall and launched the first international opportunity through a UK feasibility study with Barts Heart Centre and HEART UK. Introduced glucose meter integration, enhancing patient insights.
2024 - Anticipating growth in Canada with existing and new pharmacy partners, alongside increased collaboration and funding opportunities. Positioned for significant growth in the UK, driven by national investments in pharmacy services and a strategic shift toward the UK and Europe for market expansion.
| 9 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
March 31 2025
Key Strategic Inputs - How we’ve developed a winning strategy
| Market Research and Analysis: | ● | Identified and constantly evaluated the current state of digital healthcare technology and POCT in pharmacies. | |
| ● | Understood the regulatory environment and compliance requirements. | ||
| ● | Analyzed competitors and their offerings. | ||
| Identify Target Audience: | ● | Defined the primary audience, such as pharmacies, partners, payors, and consumers. | |
| ● | Understood the specific needs and pain points of each target segment. | ||
| Collaboration: | ● | Developed ways to partner with existing digital healthcare technology providers to integrate solutions seamlessly with pharmacy systems. | |
| ● | Ensured compatibility with various devices and platforms to enhance accessibility. | ||
| Education and Training: | ● | Developed comprehensive training programs for pharmacy teams. | |
| ● | Developed educational insights within HealthTab™ to enhance user experience. | ||
| Regulatory Compliance: | ● | Updated on healthcare regulations and compliance standards. | |
| ● | Ensured that HealthTab™, instruments and tests met all necessary regulatory requirements. | ||
| Strategic Partnerships: | ● | Sought partnerships to enhance our offering. | |
| ● | Focused on collaborative interoperability. | ||
| Marketing and Promotion: | ● | Tested messaging approaches. | |
| ● | Worked with partners to develop end-user messaging through various approaches and iterations. | ||
| Data Security and Privacy: | ● | Implemented stringent data security measures to protect patient information. | |
| ● | Built a platform where privacy and security strengths have built trust among pharmacies and end-users. | ||
| Customer Support and Feedback: | ● | Engaged with pharmacy clients on feedback to address UX experiences and uses. | |
| ● | Collected/analyzed feedback from pharmacies and end-users to continuously improve and refine the technology. | ||
| Cost-Benefit Analysis: | ● | Provided a clear cost-benefit analysis to showcase the financial advantages of implementing digital healthcare technology and POCT in pharmacies. | |
| User Incentives: | ● | Created a platform where health data can be utilized to drive new economic relationships with partners, driving incentives for patients and partners to engage with HealthTab™. | |
| Monitoring and Continuous Improvement: | ● | Implemented systems to monitor the effectiveness and usage of HealthTab™, providing real-time insights. | |
| ● | Regularly evaluated and updated the strategy based on market dynamics, technological advancements, and user feedback. |
| 10 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
March 31 2025
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.
| 2024 | 2023 | 2022 | ||||||||||
| Total revenue | $ | 4,785,711 | $ | 3,485,147 | $ | 1,768,374 | ||||||
| Loss from operations | $ | (668,977 | ) | $ | (701,215 | ) | $ | (818,228 | ) | |||
| Loss per share – basic and diluted | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | |||
| Total assets | $ | 2,298,544 | $ | 2,538,205 | $ | 2,568,983 | ||||||
| Total current liabilities (1) | $ | 330,817 | $ | 529,218 | $ | 604,893 | ||||||
| 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. |
QUARTERLY FINANCIAL INFORMATION
The following table highlights selected unaudited consolidated financial data for each of the eight most recent quarters. These results are not necessarily indicative of results for any future period and you should not rely on these results to predict future performance.
| Quarter Ended | March 2025 | Dec 2024 | Sep 2024 | June 2024 | March 2024 | Dec 2023 | Sep 2023 | June 2023 | ||||||||||||||||||||||||
| Revenue | 434,061 | 1,421,076 | 1,195,122 | 1,045,206 | 1,124,307 | 1,354,403 | 953,454 | 548,049 | ||||||||||||||||||||||||
| Gross profit | 346,297 | 589,930 | 434,791 | 370,775 | 484,791 | 501,466 | 261,778 | 229,471 | ||||||||||||||||||||||||
| Share-based compensation | 61,861 | 174,013 | 338,089 | 1,598 | 27,464 | 142,765 | 304,328 | 168,518 | ||||||||||||||||||||||||
| Comprehensive income (loss) | (77,300 | ) | (712,521 | ) | (179,065 | ) | 54,022 | 168,537 | 59,584 | (285,062 | ) | (284,225 | ) | |||||||||||||||||||
| Net profit (loss)/share | (0.00 | ) | (0.01 | ) | (0.00 | ) | 0.00 | 0.00 | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||||||||||||
| Total Assets | 2,139,345 | 2,298,544 | 3,024,103 | 2,618,384 | 2,798,058 | 2,538,205 | 2,453,136 | 2,143,810 | ||||||||||||||||||||||||
| 11 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
March 31 2025
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024
Three months ended March 31 | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | 434,061 | $ | 1,124,307 | ||||
| % Change - year over year | (61 | )% | ||||||
| Gross profit | $ | 346,297 | $ | 484,791 | ||||
| % Change - year over year | (29 | )% | ||||||
The Company recorded a comprehensive loss of $77,300 for the period ended March 31, 2025 (2024 - $168,537).
Significant changes are as follows:
| ● | Revenue decreased to $434,061 (2024 - $1,124,307) a 61% decrease due to the conclusion of the relationship with Shoppers Drug Mart. Gross profit amounted to $346,297 (2024 – $484,791) a 29% decrease. Gross margin for the period was 80% (2024 - 43%) due to the majority of sales coming from system fees. |
| ● | Share-based compensation of $61,861 (2024 - $27,464) was recognized for stock options vested during the period. |
| ● | Consulting fees increased to $88,640 (2024 - $54,000) due to additional consultants engaged to assist with the U.K. expansion plan. |
| ● | General and administrative expenses decreased to $126,746 (2024 - $138,091) mainly due to a decrease in travel expense for the period. |
| ● | Shareholder communications expense decreased to $8,433 (2024 - $19,886) due to reduced investor relations and market awareness activities compared to previous year. |
| ● | Professional fees increased to $81,366 (2024 – 32,100) due to the timing of invoicing of audit fees. |
| 12 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
March 31 2025
LIQUIDITY AND CAPITAL RESOURCES
The Company’s operations have been financed through cash from operations and the issuance of common shares. We believe that our cash on hand, the expected future cash inflows from revenues, and cash savings from redeployment of devices to be sufficient to finance our working capital for the next twelve months. If our existing cash resources together with the cash we generate from the sales of our products and services are insufficient to fund our working capital and operational needs, we may need to sell additional equity or debt securities or seek additional financing through other arrangements.
Cash flows
| Sources and Uses of Cash: | Period ended March 31, | |||||||
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| Cash provided by operating activities | 219,441 | 406,058 | ||||||
| Cash used in investing activities | (82,373 | ) | (84,188 | ) | ||||
| Cash used in financing activities | - | (14,400 | ) | |||||
| Cash and Cash Equivalents, closing balance | 1,269,705 | 584,041 | ||||||
There is an overall cash inflow of $137,068 for the period ended March 31, 2025 compared to the cash inflow of $307,470 in the comparable period in 2024.
Funding Requirements
Management devotes financial resources to the Company’s operations, sales and commercialization efforts, regulatory approvals and business development. The Company will require cash to support working capital.
The future funding requirements will depend on many factors including:
| ● | the extent to which we will be commercially successful in launching HealthTab™ in new markets, |
| ● | the size, cost and effectiveness of our sales and marketing programs, distribution and marketing arrangements, |
| ● | the redeployment of existing devices to new locations in Canada and the UK. Management estimates that the Company will not need to use cash to invest in devices for the next 12 to 18 months. |
| ● | the ability of the Company to raise capital through the issuance of its securities. |
As at March 31, 2025, the Company had a working capital of $1,196,944 (December 31, 2024 – $1,252,139) and $48,048 (December 31, 2024 - $419,587) in accounts receivable.
| 13 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
March 31 2025
RELATED PARTY TRANSACTIONS
For the three months ended March 31, 2025 and 2024, the Company recorded the following transactions with related parties:
| a) | $5,400 in office rent (2024 – $1,500) to a company controlled by the Chief Technology Officer of the Company. |
| b) | $3,000 in office rent (2024 – $3,000) to a company controlled by the Chief Financial Officer of the Company. |
| c) | $2,414 worth of purchases (2024 - $85,417) to a company controlled by the Chief Technology Officer of the Company. |
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:
| Type of transaction | 2025 | 2024 | ||||||
| $ | $ | |||||||
| Consulting fees | 54,000 | 54,000 | ||||||
| Management fees | 54,000 | 54,000 | ||||||
| Professional fees | 32,100 | 32,100 | ||||||
| Share-based compensation | 42,696 | 20,715 | ||||||
| 182,796 | 160,815 | |||||||
At March 31, 2025, there were no amounts due to related parties (December 31, 2024 - $nil).
DISCLOSURE OF OUTSTANDING SHARE DATA
The following table summarizes the Company’s outstanding share capital as at report date:
| Common Shares | 101,289,664 | |||
| Stock Options | 12,229,000 | |||
| Warrants | - |
| 14 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
March 31 2025
COMMITMENTS AND AGREEMENTS
Loans payable
During the year ended December 31, 2020, the Company received a Canada Emergency Business Account loan of $40,000 to be repaid on or before December 31, 2024. The loan was interest-free until January 18, 2024. In January 2024, the Company repaid the loan principal of $30,000 and received loan forgiveness of $10,000, recorded as gain on settlement of debt.
FINANCIAL INSTRUMENTS AND RISKS
Operational Risk Factors
Limited Operating History
There is no assurance that Avricore will earn profits in the future, or that profitability will be sustained. Operating in the pharmaceutical and biotechnology industry requires substantial financial resources, and there is no assurance that future revenues will be sufficient to generate the funds required to continue AVRICORE business development and marketing activities. In case AVRICORE does not have sufficient capital to fund its operations, the management may be required to restructure the operations.
Going concern
The assessment of the Company’s ability to execute its strategy by funding future working capital requirements involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will continue in operations for the foreseeable future and be able to realize assets and satisfy liabilities in the normal course of business. The Company has always experienced operating losses and negative operating cash flows. Operations have been funded by the issuance of share capital. These conditions may cast substantial doubt on the Company’s ability to continue as a going concern.
Development of Technological Capabilities
The market for Avricore’s products is characterized by changing technology and continuing process development. The future success of Company’s business will depend in large part upon our ability to maintain and enhance the Company’s technological capabilities, develop and market products and services which meet changing customer needs and successfully anticipate or respond to technological changes on a cost effective and timely basis. Although we believe that Company’s operations provide the products and services currently required by our customers, there can be no assurance that the Company’s process development efforts will be successful or that the emergence of new technologies, industry standards or customer requirements will not render Avricore’s products or services uncompetitive. If Avricore needs new technologies and equipment to remain competitive, the development, acquisition and implementation of those technologies and equipment may require us to make significant capital investments.
| 15 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
March 31 2025
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 53% of trade receivables are due from one customer at March 31, 2025 (December 31, 2024 – 99% from one customer).
Liquidity risk
Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation.
The Company monitors its spending plans, repayment obligations and cash resources, and takes actions with the objective of ensuring that there is sufficient capital in order to meet short-term business requirements. To facilitate its expenditure program, the Company raises funds primarily through public equity financing. The Company anticipates it will have adequate liquidity to fund its financial liabilities through future equity contributions, however, there can be no guarantees that sufficient funds will be raised. As at March 31, 2025, the Company’s liabilities $187,057 (December 31, 2024 - $330,817) were comprised of accounts payable $88,804, GST payable $43,781 and accrued liabilities $54,472 (December 31, 2024 – $195,965, $74,852, and $60,000).
| 16 | Page |
Avricore Health Inc.
Management’s Discussion and Analysis
March 31 2025
Currency risk
Foreign currency risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. As all of the Company’s purchases and sales are denominated in Canadian dollars, and it has no significant cash balances denominated in foreign currencies, the Company is not exposed to foreign currency risk at this time.
Interest rate risk
Interest rate risk is the risk that fair values or future cash flows will fluctuate as a result of changes in market interest rates. In respect of financial assets, the Company’s policy is to invest cash at floating interest rates and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company is not exposed to significant interest rate risk.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements, which would require disclosure.
CONTACT
Officers and Directors
Hector Bremner, CEO, Director
Rodger Seccombe, CTO, Director
Kiki Smith, CFO
David Hall, Chairman
Alan
Arnstein, Director Christine Hrudka, Director
Dr. Robert Sindelar, Director
Thomas Teahen, Director |
Contact
Avricore Health Inc.
Suite 1120 - 789 West Pender St. Vancouver, BC V6C 1H2
Tel: 604 773-8943 |
| 17 | Page |
Exhibit 3
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 March 31, 2025. |
| 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: May 30, 2025 | |
| “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 4
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 March 31, 2025. |
| 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: May 30, 2025 | |
| “Kiki Smith” | |
Kiki Smith, CFO |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 5
AVRICORE HEALTH CORPORATE UPDATE:
2024 record year, UK expansion on track.
VANCOUVER, BRITISH COLUMBIA – May 1, 2025) – AVRICORE HEALTH INC. (TSXV: AVCR) (the “Company” or “Avricore”) reports on its year end 2024 and
| ● | In the year ended December 31, 2024 revenue increased by 37% year over year to $4,785,711 and gross profit increased by 56% to $1,880,306. | |
| ● | In the three months ended December 31, 2024 revenue increased by 5% year over year to $1,421,076 and gross profit increased by 18% to $589,930. |
“Launching and expanding HealthTab™ in North East London has been a meaningful milestone in our UK strategy and a testament to the vital role pharmacists can play in preventing chronic disease,” said Hector Bremner, CEO of Avricore Health. “By integrating with NHS systems and working alongside leading healthcare partners, we’re delivering the most accurate, scalable and data-driven solution that is improving patient access to care while supporting the sustainability of frontline pharmacy services.”
Growth Strategy 2025 and Beyond:
Recently, the Company announced its strategy to grow HealthTab™ in the United Kingdom — a decision aligned with the region’s robust healthcare market and significant investment in pharmacy-led services.
With operations in the Shoppers Drug Mart locations in Canada having concluded as of March 31, 2025, this allows for the redeployment of devices in Canada and the UK. This transition enhances resource efficiency and reduces upfront capital requirements for expanded device deployment.
Because the Company expects devices to be redeployed to new locations in Canada and the UK, management estimates that the Company will not require investment in new devices for the next 12 to 18 months. It also expects cash-on-hand, expected future cash inflows from revenues, and cash savings from redeployment of devices estimated to be sufficient to finance working capital for the next 12 to 18 months.
UK Expansion Gains Momentum
In response to rising pressures on primary care, the UK government has committed significant funding to expand the role of community pharmacies in chronic disease prevention and management. In 2024, the NHS pledged £645 million (approx. CAD $1.2 billion) to its Pharmacy First program, followed by a £617 million (approx. CAD $1.144 billion) investment in 2025 to enhance services such as blood pressure screening and support the transition of pharmacists into Independent Prescribers. These changes aim to improve early detection of conditions like cardiovascular disease, reduce strain on GPs, and deliver high-value care in accessible settings.
With more than half of the UK’s 12,000 pharmacies already conducting 250,000 blood pressure screenings monthly, early results show strong uptake and impact. A recent NHS Confederation report found community-based cardiovascular screening delivers a return of up to £7.52 for every £1 invested and £9 to £1 ROI for diabetes. As stroke rates among adults over 50 rise and GP shortages persist, expanding pharmacy-led care offers a timely, cost-effective solution while also supporting the financial sustainability of these critical healthcare access points.
| 1 |
Financial Snapshot
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.
| 2024 | 2023 | 2022 | ||||||||||
| Total revenue | $ | 4,785,711 | $ | 3,485,147 | $ | 1,768,374 | ||||||
| Profit (Loss) from operations | $ | (668,977 | ) | $ | (701,215 | ) | $ | (818,228 | ) | |||
| Earnings (Loss) per share – basic and diluted | $ | 0.00 | $ | (0.01 | ) | $ | (0.01 | ) | ||||
| Total assets | $ | 2,298,544 | $ | 2,538,205 | $ | 2,568,983 | ||||||
| Total current liabilities (1) | $ | 330,817 | $ | 529,218 | $ | 604,893 | ||||||
| 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. |
Quarterly Financial Information
The following table highlights selected unaudited consolidated financial data for each of the eight most recent quarters. These results are not necessarily indicative of results for any future period and you should not rely on these results to predict future performance.
| Quarter Ended | Dec 2024 | Sep 2024 | June 2024 | March 2024 | Dec 2023 | Sep 2023 | June 2023 | Mar 2023 | ||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||||||||
| Revenue | 1,421,076 | 1,195,122 | 1,045,206 | 1,124,307 | 1,354,403 | 953,454 | 548,049 | 629,241 | ||||||||||||||||||||||||
| Gross profit | 589,930 | 434,791 | 370,775 | 484,791 | 501,466 | 261,778 | 229,471 | 210,681 | ||||||||||||||||||||||||
| Share-based compensation | 174,013 | 338,089 | 1,598 | 27,464 | 142,765 | 304,328 | 168,518 | 88,001 | ||||||||||||||||||||||||
| Comprehensive income (loss) | (712,521 | ) | (179,065 | ) | 54,022 | 168,537 | 59,584 | (285,062 | ) | (284,225 | ) | (191,512 | ) | |||||||||||||||||||
| Net profit (loss)/share | (0.00 | ) | (0.00 | ) | 0.00 | 0.00 | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||||||||||||
| Total Assets | 2,298,544 | 3,024,103 | 2,618,384 | 2,798,058 | 2,538,205 | 2,453,136 | 2,143,810 | 2,296,565 | ||||||||||||||||||||||||
HealthTab™ Addresses High Cardiovascular Disease Burden in North East London
Avricore Health’s first UK deployment of its HealthTab™ platform launched in November 2024 in North East London, a region with a high burden of preventable cardiovascular disease. Backed by strong support from local health authorities and pharmacy leadership, the initiative marks a significant step in scaling HealthTab™ across the UK. The platform has integrated with NHS digital systems and continues to expand API connectivity, aligning with national objectives to modernize care pathways and increase access to preventative screening.
HealthTab™ is part of a collaborative study with Barts Heart Centre, UCL Partners, and HEART UK to evaluate the feasibility of pharmacist-led cholesterol testing alongside blood pressure checks. This builds on the NHS’s Pharmacy First strategy and over 930,000 blood pressure screenings conducted in 6,000 pharmacies to date. With initial NHS funding targets expiring in March 2025, the timing positions HealthTab™ for inclusion in upcoming NHS funding rounds. The platform’s leadership was also recognized in the Pharmaceutical Journal following a BMJ report on point-of-care device standards, highlighting HealthTab™’s commitment to best practices. Additionally, a reseller agreement with Abbott Rapid Diagnostics UK & Ireland supports the distribution of Afinion™ 2 devices for diabetes and heart disease screening in pharmacies.
| 2 |
LOOKING AHEAD
The Company remains focused on expanding the HealthTab™ footprint in the UK during this pre-commissioning stage by pursuing new partnerships and grant opportunities, building on the program’s early success. At the same time, preparations are underway to ensure HealthTab™ is well-positioned to capitalize on the significant opportunity that commissioning will represent.
The roadmap ahead includes two key phases:
Phase I – London and High-Priority Regions: Building on the success in North East London, the Company will expand into other major population centres with diverse demographics well-suited for preventative health programs.
Phase II – National Scaling via NHS: Upon demonstrating effectiveness in early deployments, the Company will work with NHS stakeholders to support broader adoption of HealthTab™, including potential integration of cholesterol testing within the Pharmacy First protocol nationwide.
Momentum is expected to grow throughout 2025, as NHS plans for expanding point-of-care testing in community pharmacy become clearer. This aligns with the scheduled 2026 mandate for pharmacists to prescribe for chronic conditions such as heart disease and diabetes.
The Company remains confident in its growth trajectory and encouraged by recent NHS pharmacy budget commitments, which reaffirm the sector’s strategic role in primary care and chronic disease management.
Recent Milestones: |
In Progress: | |
● Launch of initial patient testing
● Added new locations
● In person training
● System features upgrading
● API to NHS record provider (Patient Knows Best)
● Utilizing AI to improve UX. |
● Additional API integrations with key data-partners.
● New funding partnerships
● New expansion grants
● Securing other NHS health regions (ICB’s) for program expansion.
● Supporting data-driven insights, presentations and publications. |
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. |
| 3 |
ABOUT HEALTHTAB™
HealthTab™
is a turnkey point-of-care testing solution that combines best-in-class point-of-care technologies with a secure, cloud-based platform
for tackling pressing global health issues. With just a few drops of blood from a finger prick, the system generates lab-accurate results
on the spot and data is reported in real time. The test menu includes up to 23 key biomarkers for screening and managing chronic diseases,
such as diabetes and heart disease (e.g., HbA1c, Lipid Profile, eGFR). HealthTab™ has also recently added capabilities for bacterial
and viral tests, such as strep and COVID-19.
The HealthTab™ network model is unlike anything in pharmacy today. It gives
knowledgeable and trusted pharmacists a greater role in primary care delivery, while empowering patients to take more control of their
health. It also reduces costs and waiting times and provides many potential revenue streams including equipment leasing & consumables,
direct access testing, disease prevention & management programs, sponsored health programs, decentralized clinical trials, real world
data (RWD) sets, and third-party app integration through API.
ABOUT AVRICORE HEALTH INC.
Avricore Health Inc. (TSXV: AVCR) is a pharmacy service innovator focused on acquiring and developing early-stage technologies aimed at advancing pharmacy practice and patient care. Through its flagship offering HealthTab™, a wholly owned subsidiary, the Company’s mission is to make actionable health information more accessible to everyone by creating the world’s largest network of rapid testing devices in community pharmacies.
CONTACT:
Avricore Health Inc.
Hector Bremner, CEO 604-773-8943
info@avricorehealth.com
www.avricorehealth.com
Cautionary Note Regarding Forward-Looking Statements
Information in this press release that involves Avricore Health’s expectations, plans, intentions, or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. Avricore Health generally uses words such as “outlook,” “will,” “could,” “would,” “might,” “remains,” “to be,” “plans,” “believes,” “may,” “expects,” “intends,” “anticipates,” “estimate,” “future,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming,” and similar expressions to help identify forward-looking statements. In this press release, forward-looking statements include statements regarding: the completion of the placement and the expected timing thereof and the Company’s expected use of proceeds from the placement; the unique features that the HealthTab™ platform offers to pharmacists and patients. Forward-looking statements reflect the then-current expectations, beliefs, assumptions, estimates and forecasts of Avricore Health’s management. The forward-looking statements in this press release are based upon information available to Avricore Health as of the date of this press release. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees of the future performance of Avricore Health and are subject to a few risks, uncertainties, and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations, including without limitation: failure to meet regulatory requirements; changes in the market; potential downturns in economic conditions; and other risk factors described in Avricore’s public filings. These forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy.
| 4 |
Exhibit 7
