Avricore Health Inc 6-K, filed May 20, 2025

Avricore Health Inc. (AVCRF)

6-K 2025-05-20 For: 2025-04-30

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Added on April 06, 2026

About this 6-K

Avricore Health Inc filed this 6-K on May 20, 2025.

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Exhibit No.	Description	Date Released
1	Audited Annual Financial Statements	2025-04-30
2	Annual MD&A	2025-04-30
3	Form 52-109 FV1-Certification of Annual Filings CEO	2025-04-30
4	Form 52-109 FV1-Certification of Annual Filings CFO	2025-04-30
5	AB Form 13-501 F1-Class 1 and 3B Reporting Issuers-Participation Fee	2025-04-30
7	Notice of the meeting and record date	2025-04-17

	AVRICORE HEALTH INC.

Date: May 20, 2025	By	“Kiki Smith”

		Kiki Smith
		Chief Financial Officer

	●	The point upon which control is transferred to the customer and revenue is deemed earned pursuant to IFRS 15, Revenues from Contracts with Customers, and can be recognized for each distinct performance obligation.
	●	Determination of whether products and services are considered distinct performance obligations that should be accounted for separately versus together, such as software and services which are provided in conjunction with equipment leased to the customers under operating lease arrangements.
	●	Determination of whether the Company acts as a principal or agent.

	●	We evaluated management’s material accounting policies related to revenue recognition and ensured these are in accordance with IFRS 15 for the Company’s contracts with its customers.
	●	We reviewed the underlying customer agreements, including master agreements, statements of works and other documents that were part of the agreements, and ensured that the Company’s evaluation of the agreements is appropriate, management has appropriately identified distinct performance obligations pursuant to the agreements, and the Company has appropriately recognized revenues in accordance with IFRS 15. We ensured that service revenues are recorded at a point in time when revenue recognition criteria are met.
	●	We selected a sample of sales transactions and vouched each transaction to underlying supporting documents, including invoices, receipt of payment and delivery confirmation to ensure that the Company has recorded revenues from sale of product upon meeting the revenue recognition criteria in accordance with IFRS 15. We also obtained a confirmation from the Company’s significant customer confirming the sales transactions during the year.
	●	We evaluated management’s assessment of whether it acts as a principal or agent pursuant to IFRS 15, and reviewed the underlying agreements with the Company’s vendors and customers.

	●	We evaluated management’s methodology and assumptions used in estimating the value-in-use, including corroborating projected revenues with actual activity subsequent to year-end and expected future utilization. In this regard, we also considered the impact of the loss of the major customer on equipment utilization and evaluated whether assumptions about continued use were reasonable.
	●	We tested the calculation of recoverable amounts for idle and non-idle equipment based on observable market data and internal forecasts.
	●	We assessed whether the impairment loss was appropriately allocated to the Company’s equipment in accordance with IAS 36.
	●	We reviewed the adequacy of the related disclosures in the financial statements.

	Note		December 31, 2024			December 31, 2023
			$			$
ASSETS

Current Assets

Cash and cash equivalents				1,132,392			276,571
Term deposit				10,000			10,000
Accounts receivable		4		419,587			427,689
Prepaid expenses and deposits		5		20,470			38,625
Inventory				507			20,676
Current assets				1,582,956			773,561

Equipment		6		656,441			1,717,995
Intangible assets		7		59,147			46,649
Total Assets				2,298,544			2,538,205

LIABILITIES

Current Liabilities
Accounts payable and accrued liabilities		8		330,817			489,218
Loans payable		9		-			40,000
Liabilities				330,817			529,218

SHAREHOLDERS’ EQUITY
Share capital		10		27,304,793			27,186,114
Reserves		10		7,067,518			6,558,433
Accumulated other comprehensive loss				(47	)		-
Deficit				(32,404,537	)		(31,735,560	)
Shareholders equity				1,967,727			2,008,987
Total Liabilities and Shareholders’ Equity				2,298,544			2,538,205

*“Hector Bremner”*		*“David Hall”*
Hector Bremner, Director		David Hall, Chairman

	Note		2024			2023			2022
			$			$			$

Revenue		14 & 18		4,785,711			3,485,147			1,768,374

Cost of sales				(2,905,424	)		(2,281,751	)		(1,311,581	)
Gross profit				1,880,287			1,203,396			456,793

Expenses
Advertising and promotion				-			1,035			2,961
Amortization		6		3,137			2,347			631
Consulting		12		276,000			236,117			197,860
General and administrative		11		409,398			339,369			250,144
Management fees		12		216,000			216,000			168,000
Shareholder communications				49,932			112,234			173,035
Professional fees		12		255,655			285,935			150,585
Share-based compensation		10 & 12		541,164			703,612			331,522
Expense, by nature				(1,751,286	)		(1,896,649	)		(1,274,738	)
Income (Loss) before other income (expense)				129,001			(693,253	)		(817,945	)

Other income (expense)
Foreign exchange gain (loss)				(5,006	)		(6,652	)		298
Interest income				1,235			3,284			8,086
Loss on impairment of equipment		6		(772,174	)		-			-
Loss on disposal of equipment		6		(32,033	)		-			-
Write-off of accounts receivable				-			(4,594	)		(8,667	)
Gain on settlement and write-off of liabilities		9		10,000			-			-
Loss for the year				(668,977	)		(701,215	)		(818,228	)

Other comprehensive loss:
Foreign currency translation				(47	)		-			-

Comprehensive loss for the year				(669,024	)		(701,215	)		(818,228	)

Basic and diluted loss per share				(0.01	)		(0.01	)		(0.01	)
Weighted Average Number of Common Shares Outstanding:
Basic				100,313,189			99,559,459			97,859,216
Diluted				100,313,189			99,559,459			97,859,216

	Number of Shares		Share Capital		Warrant Reserve			Option Reserve			Accumulated Other Comprehensive Loss			Deficit			Total
			$		$			$			$			$			$

Balance, December 31, 2021		97,535,264		26,618,315		902,761			4,891,957			-			(30,216,117	)		2,196,916
Exercise of warrants		909,400		175,412		(1,532	)		-			-			-			173,880
Exercise of options		800,000		271,000		-			(191,000	)		-			-			80,000
Share-based compensation		-		-		-			331,522			-			-			331,522
Net loss for the year		-		-		-			-			-			(818,228	)		(818,228	)

Balance, December 31, 2022		99,244,664		27,064,727		901,229			5,032,479			-			(31,034,345	)		1,964,090
Exercise of options		400,000		121,387		-			(78,887	)		-			-			42,500
Share-based compensation		-		-		-			703,612			-			-			703,612
Net loss for the year		-		-		-			-			-			(701,215	)		(701,215	)

Balance, December 31, 2023		99,644,664		27,186,114		901,229			5,657,204			-			(31,735,560	)		2,008,987
Balance		99,644,664		27,186,114		901,229			5,657,204			-			(31,735,560	)		2,008,987
Exercise of options		1,645,000		118,679		-			(32,079	)		-			-			86,600
Share-based compensation		-		-		-			541,164			-			-			541,164
Other comprehensive loss		-		-		-			-			(47	)		-			(47	)
Net loss for the year		-		-		-			-			-			(668,977	)		(668,977	)
Balance, December 31, 2024		101,289,664		27,304,793		901,229			6,166,289			(47	)		(32,404,537	)		1,967,727
Balance		101,289,664		27,304,793		901,229			6,166,289			(47	)		(32,404,537	)		1,967,727

●	Identify the contract with a customer;
●	Identify the performance obligations in the contract;
●	Determine the transaction price;
●	Allocate the transaction price to the performance obligations; and
●	Recognize revenue when, or as, the Company satisfies a performance obligation.

	-	The incremental borrowing rates are based on judgments including economic environment, term, currency, and the underlying risk inherent to the asset. The carrying balance of the right-of-use assets, lease liabilities, and the resulting interest expense and depreciation expense, may differ due to changes in the market conditions and lease term.
	-	Lease terms are based on assumptions regarding extension terms that allow for operational flexibility and future market conditions.

	●	Shareholder’s equity is translated at historical rates of exchange at the reporting date.
	●	Assets and liabilities are translated at the closing rate at the reporting date.
	●	Income and expenses are translated at average exchange rates for the year.
	●	All resulting exchange differences are recognized in other comprehensive income as cumulative translation adjustments.

	December 31, 2024		December 31, 2023
	$		$
Trade receivables		414,263		420,998
GST receivable		5,324		6,691
Total trade receivables		419,587		427,689

	Equipment
	$
Cost
Balance, December 31, 2022		1,298,703
Additions		1,021,572
Balance, December 31, 2023		2,320,275
Cost, beginning balance		2,320,275
Additions		181,094
Impairment		(772,174	)
Assets written off		(162,686	)
Balance, December 31, 2024		1,566,509
Cost, ending balance		1,566,509

Accumulated Amortization
Balance, December 31, 2022		190,712
Amortization		411,568
Balance, December 31, 2023		602,280
Accumulated amortization, beginning balance		602,280
Amortization		438,441
Assets written off		(130,653	)
Balance, December 31, 2024		910,068
Accumulated amortization, ending balance		910,068

Carrying value
As at December 31, 2023		1,717,995
Beginning balance		1,717,995
As at December 31, 2024		656,441
Ending balance		656,441

	Software		HealthTab™		Corozon		Emerald		Total
	$		$		$		$		$
Cost
Balance, December 31, 2022		40,177		1		1		1		40,180
Additions		25,288		-		-		-		25,288
Balance, December 31, 2023		65,465		1		1		1		65,468
Cost, beginning balance		65,465		1		1		1		65,468
Additions		24,253		-		-		-		24,253
Balance, December 31, 2024		89,718		1		1		1		89,721
Cost, ending balance		89,718		1		1		1		89,721

Accumulated Amortization
Balance, December 31, 2022		10,319		-		-		-		10,319
Amortization		8,500		-		-		-		8,500
Balance, December 31, 2023		18,819		-		-		-		18,819
Accumulated amortization, beginning balance		18,819		-		-		-		18,819
Amortization		11,755		-		-		-		11,755
Balance, December 30, 2024		30,574		-		-		-		30,574
Accumulated amortization, ending balance		30,574		-		-		-		30,574

Carrying value
As at December 31, 2023		46,646		1		1		1		46,649
As at December 31, 2024		59,144		1		1		1		59,147

	December 31, 2024		December 31, 2023
	$		$
Trade accounts payable and accrued liabilities		255,965		428,677
GST payable		74,852		60,541
Accounts payable and accrued liabilities		330,817		489,218

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		1,814,000		1,814,000
$	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		75,000
$	0.18	July 01, 2029		150,000		75,000
$	0.29	August 30, 2029		3,361,000		1,530,500
				12,250,000		10,269,500

	2024			2023
Expected life		3.69 years			3.30 years
Volatility		110%-115	%		134% - 174	%
Dividend yield		0	%		0	%
Risk-free interest rate		2.68%-3.52	%		3.28% - 4.20%

	2024				2023				2022
	Number of Warrants		Weighted Average Exercise Price		Number of Warrants		Weighted Average Exercise Price		Number of Warrants			Weighted Average Exercise Price
Beginning Balance		-		-		-		-		18,781,066		$	0.21
Warrants issued		-		-		-		-		-			-
Warrants exercised		-		-		-		-		(909,400	)	$	0.19
Warrants expired		-		-		-		-		(17,871,666	)	$	0.22
Outstanding		-		-		-		-		-			-

a)	$15,100 in office rent (2023 – $6,000 and 2022-$6,000) to a company controlled by the Chief Technology Officer of the Company.

b)	$12,000 in office rent (2023 – $12,000 and 2022-$9,000) to a company controlled by the Chief Financial Officer of the Company.

c)	$317,978 for analyser quality control services (2023 - $231,393 and 2022- $Nil) to a company controlled by the Chief Technology Officer of the Company.

Type of transaction	2024		2023		2022
	$		$		$
Consulting fees		216,000		216,000		168,000
Management fees		216,000		216,000		168,000
Professional fees		128,400		128,400		124,200
Share-based compensation		433,848		495,348		151,088
Related party transactions		994,248		1,055,748		611,288

	Carrying value		Contractual Cash flows		Within 1 year		1 - 5 Years
	$		$		$		$
Trade accounts payable		195,765		195,765		195,765		-
Total financial liabilities		195,765		195,765		195,765		-

	●	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 $1,880,287.

	●	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.

	●	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)

	●	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.
	●	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.

	●	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 28^th, 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 30^th, 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 1^st, 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.

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.

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		(0.01	)		(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

	Three months ended December 31					Twelve months ended December 31
	2024			2023		2024			2023

Revenue	$	1,421,076		$	1,354,403	$	4,785,711		$	3,485,147

% Change - year over year		5	%				37	%

Gross profit	$	589,930		$	501,466	$	1,880,287		$	1,203,396
% Change - year over year		18	%				56	%

Sources and Uses of Cash:	Year ended December 31,
	2024			2023
	$			$
Cash provided by operating activities		1,004,615			660,403
Cash used in investing activities		(205,347	)		(1,046,859	)
Cash provided by financing activities		56,600			42,500
Cash and Cash Equivalents, closing balance		1,132,392			276,571

CONTACT

Officers and Directors	Contact

Hector Bremner, CEO, Director	Avricore Health Inc.

Rodger Seccombe, CTO, Director	Suite 1120 - 789 West Pender St.
	Vancouver, BC V6C 1H2
Kiki Smith, CFO

David Hall, Chairman	Tel: 604 773-8943

Alan Arnstein, Director

Christine Hrudka, Director

Dr. Robert Sindelar, Director

Thomas Teahen, Director

1.	*Review:* I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Avricore Health Inc. for the financial year ended December 31, 2024.

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.