6-K

Avricore Health Inc. (AVCRF)

6-K 2020-07-21 For: 2019-07-31
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15b-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of: July 2019

Commission File Number:  000-51848

Avricore Health Inc. (Exact name of registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English) 2300 – 1177 West Hastings Street, Vancouver, BC V6E 2K3 CANADA (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.      Form 20-F xo Form 40-F o

Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    Yes o No x

Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   Yes o No x

Indicate by check mark whether the registrant by furnishing the information contained in this Form 6-K is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:    Yes o No x

Exhibits

The following exhibits are included in this Form 6-K: 99.1Statement of Executive Compensation, July 2, 2019

99.2News Release, July 11, 2019

99.3News Release, revised, June 11, 2019

99.4News Release, July 19, 2019

99.5Code of conduct, July 24, 2019


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  July 21, 2020 AVRICORE HEALTH INC.
By: /s/ sig.png
Kiki Smith
Chief Financial Officer

Exhibit 99.1

Exhibit 99.1

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STATEMENT OF EXECUTIVE COMPENSATION


Pursuant to applicable securities legislation and in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers ("Form 51-102F6V"), Avricore Health Inc. ("Avricore" or the "Company") is providing a summary of all annual and long-term compensation for services in all capacities to Avricore and its subsidiaries in respect of any individual who served as:  (a) the Company's chief executive officer (the "CEO"), including an individual performing functions similar to a chief executive officer, during any part of the financial year ended December 31, 2018; (b) the Company's chief financial officer (the "CFO"), including an individual performing functions similar to a chief financial officer, during any part of the financial year ended December 31, 2018; (c) Avricore's three other most highly compensated executive officers, if any, whose individual total compensation for the financial year ended December 31, 2018 exceeded $150,000; and (d) any individual who would have satisfied these criteria but for the fact that the individual was not serving as an executive officer of Avricore or its subsidiaries, nor acting in a similar capacity, at the end of the financial year ended December 31, 2018 (the "Named Executive Officers" or "NEOs").

During the financial year ended December 31, 2018, the following individuals were the NEOs of Avricore:

Bob Sukhwinder S. Rai, CEO (appointed effective January 27, 2017);

Rajshkumar Padhiyar, former interim CFO (appointed effective June 26, 2017 and resigned effective February 2, 2018);

Dong Shim, former CFO (appointed effective February 2, 2018 and resigned effective September 16, 2018);

Zula Kropivnitski, former CFO (appointed September 17, 2018 and resigned effective May 22, 2019;

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION


Oversight and Description of Director and Named Executive Officer Compensation

NEO Compensation

The principal objective of the Company's compensation policy is to attract and retain key executive officers that are considered critical to the growth and success of Avricore.  The Company's compensation committee (the "Compensation Committee"), in consultation with Avricore's executive officers, periodically reviews and makes recommendations to the board of directors of the Company (the "Board") in respect of compensation paid to Avricore's directors and executive officers, including salary, incentive and other compensation levels. Presently, the Company relies on discussions of the Board and the Compensation Committee without any formal objectives, criteria and analysis in determining compensation, which generally consists of base salary and grants of stock option awards under the Company's stock option plan dated effective September 15, 2017 (the "Option Plan"). The Company does not assess its compensation through benchmarks or peer groups at this time.


Elements of Compensation

Under the Company's compensation structure, compensation for executive officers may consist of:

*Base Salary.*Base salary is currently the foundation of Avricore's compensation policy and is intended to compensate competitively based on the past experience of the executive, while taking into consideration Avricore's current level of development.  The desire is for base salary to be high enough to secure exceptional executives that can further the annual and long-term objectives of the Company, while at the same time not being excessive with a view to Avricore's available cash resources.  The Compensation Committee reviews salary levels periodically and may recommend adjustments to the Board, if warranted, as a result of competitive positioning, the stage of development of the Company or an increase in responsibilities assumed by an executive.

Stock Options.  The Board may also grant stock options under the Option Plan as part of an executive's compensation package. The primary objective of making stock option grants is to encourage executive officers to acquire an ownership interest in the Company over a period of time, thus better aligning the interests of executive officers with the interests of shareholders of the Company ("Shareholders"), and thereby discouraging excessive risk taking. Additionally, awards may be granted to help enhance the overall competitiveness of an executive's compensation package, where necessary, while helping maintain Avricore's available cash resources.

The Company considers various factors when determining the number of awards to be granted to specific individuals, including the level of responsibility and base salary level associated with the position held by such individual. The Compensation Committee periodically submits to the Board for approval its recommendations in respect of the number of stock options to be granted to specific individuals. When determining possible future stock option grants, the Board considers past grants. The Company uses the Black-Scholes model to determine the fair value of stock options on the date of grant.

Bonus.  From time to time, the Board may grant bonus awards to members of Avricore's management, in the form of cash or common shares in the capital of the Company (each, a "Common Share"), in light of the Company's accomplishments of certain milestones or achievements and the member's level of involvement in accomplishing such milestones or achievements.

Director Compensation

The Company has no formal plan for compensating its Directors for their service in their capacity as Directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors. The Board of Directors may grant stock options to Directors as compensation for their services and to align their interests with those of the Company and may award special remuneration (cash or stock options) to any Director undertaking any special services on behalf of the Company other than services ordinarily required of a Director.



Director and Named Executive Officer Compensation, Excluding Compensation Securities


The following table (and notes thereto) sets forth all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by Avricore or its subsidiaries to each NEO and director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to a NEO or a director of the Company for services provided and for services to be provided, directly or indirectly, to Avricore or its subsidiaries for each of the Company's two most recently completed financial years. ****

Name<br><br><br>and<br><br><br>position Year Salary,<br><br><br>consulting<br><br><br>fee,<br><br><br>retainer or<br><br><br>commission ($) Bonus<br><br><br>($) Committee<br><br><br>or meeting<br><br><br>fees<br><br><br>($) Value of<br><br><br>perquisites ($) Value of all<br><br><br>other<br><br><br>compensation ($) Total compensation<br><br><br>($)
Bob Sukhwinder S. Rai CEO and Director 2018 164,540 Nil Nil Nil Nil 164,540
2017 132,613(1) Nil Nil Nil 148,125 280,738
Raj Padhiyar(2)<br><br><br>Former Interim CFO 2018 37,833 Nil Nil Nil Nil 37,833
2017 Nil Nil Nil Nil Nil Nil
Dong Shim, former CFO(3) 2018 5,400 Nil Nil Nil 47,100 **** 52,500
2017 Nil Nil Nil Nil Nil Nil
Zula Kropivnitski, former CFO(4) 2018 17,500 Nil Nil Nil Nil 17,500
David Hall Director 2018 N/A **** N/A Nil Nil Nil Nil
2017 N/A N/A Nil Nil 56,768 56,768
Alan Arnstein<br><br><br>Director 2018 N/A **** N/A Nil Nil Nil Nil
2017 N/A N/A Nil Nil 25,383 25,383
Sherif Guorgui<br><br><br>Director 2018 N/A **** N/A Nil Nil Nil Nil
2017 N/A N/A Nil Nil 29,587 29,587
Dr. Robert Sindelar Director(5) 2018 N/A **** N/A Nil Nil 17,208 17,208

Notes:

(1) The amount reported includes $126,613 earned by Mr. Rai for his role as CEO in 2017 and $6,000 earned by Mr. Rai for his role as a consultant to the Company in 2017. Mr. Rai did not collect any fees for his role as a director of the Company during the financial years ended December 31, 2017 and 2018.

(2) Mr. Padhiyar was appointed interim CFO effective June 26, 2017 and resigned effective February 2, 2018.

(3) Dong Shim was appointed CFO February 2, 2018 and resigned effective September 17, 2018.

(4) Zula Kropivnitski was appointed CFO September 17, 2018 and resigned effective May 22, 2019.

(5) Dr. Robert Sindelar was appointed as a director effective March 27, 2018.


Stock Options

The following table (and notes thereto) sets out all compensation securities granted or issued to each NEO and director of the Company by Avricore or any of its subsidiaries for the financial year ended December 31, 2018 for services provided or to be provided, directly or indirectly, to Avricore or any of its subsidiaries:


Name<br><br><br>and<br><br><br>position Type of<br><br><br>compensation security Number of<br><br><br>compensation securities,<br><br><br>number of<br><br><br>underlying<br><br><br>securities, and percentage of class(1)(2)<br><br><br>(#) / (%) Date<br><br><br>of<br><br><br>issue<br><br><br>or<br><br><br>grant Issue,<br><br><br>conversion or exercise<br><br><br>price<br><br><br>($) Closing<br><br><br>price of<br><br><br>security or<br><br><br>underlying<br><br><br>security on<br><br><br>date of<br><br><br>grant<br><br><br>($) Closing<br><br><br>price of<br><br><br>security or<br><br><br>underlying<br><br><br>security at<br><br><br>December 31, 2018<br><br><br>($) Expiry<br><br><br>date
Dr. Robert Sindelar(3)<br><br><br>Director Stock Options 200,000 / 7.9 March 27, 2018 $0.24 $0.22 $0.10 December 6, 2023
Dong Shim(4) Former CFO Stock Options 150,000 / 5.9 February 2, 2018 $0.35 $0.34 $0.10 February 2, 2023

Notes:

(1) Each stock option entitles the holder thereof to acquire, upon exercise, one Common Share.

(2) Percentage of class based on an aggregate of 2,539,000 stock options outstanding as at December 31, 2018.

(3) As of December 31, 2018, Mr. Sindelar held an aggregate of 200,000 stock options.

(4) As of December 31, 2018, Mr. Shim did not hold any stock options.

Exercise of Compensation Securities by Directors and NEOs

During the financial year ended December 31, 2018, the following NEO(s) and director(s) of the Company exercised compensation securities:

Exercise of Compensation Securities by Directors and NEOs

Name<br><br><br>and<br><br><br>position Type of<br><br><br>compensation security Number underlying<br><br><br>Securities exercised Exercise price per security ($) Date of exercise Closing<br><br><br>price per<br><br><br>security on<br><br><br>date of<br><br><br>exercise<br><br><br>($) Difference between exercise price and closing price on date of exercise<br><br><br>($) Total value on exercise date<br><br><br>($)
Bob Sukhwinder S. Rai CEO and Director Stock Option 131,000 0.22 December 19, 2018 0.09 - 0.13 $28,820

Stock Option Plans and Other Incentive Plans

The Company has adopted the Option Plan for Avricore's directors, officers, employees and consultants. The purpose of the Option Plan is to advance the interests of Avricore by encouraging the directors, officers, employees and consultants of the Company to acquire Common Shares, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentives in their efforts on behalf of the Company.


The Option Plan is administered by the Board. The Option Plan provides that options will be issued pursuant to option agreements which shall provide for the expiration of such options on a date not later than the maximum term permitted by the TSX Venture Exchange (the "Exchange").  Under the Option Plan, a maximum number of Common Shares issuable upon the exercise of all options granted under the Option Plan shall not exceed ten percent (10%) of the issued and outstanding Common Shares, from time to time, provided that options may not be granted to an individual director, officer or employee to purchase a number of Common Shares equalling more than five percent (5%) of the issued Common Shares in any twelve-month period unless Avricore has obtained disinterested Shareholder approval in respect of such grant and such grant meets Exchange requirements. Options may not be granted if the exercise thereof would result in the issuance to any one consultant or any one person employed to provide investor relations services in any twelve-month period of more than two percent (2%) of the issued Common Shares. Options issued pursuant to the Option Plan will have an exercise price determined by the directors of the Company, provided that the exercise price shall not be less than the price permitted by the Exchange.

Options granted under the Option Plan are non-transferable, non-assignable and expire on the earlier of the period set by the directors of the Company (not to exceed a maximum term of ten (10) years from the date of grant) or the date determined by the Board, on or after the date the optionee ceases to be an officer, director, employee or consultant of the Company. In the event of the death of an optionee, options held by such optionee will expire on the earlier of the period set by the directors of the Company (not to exceed the maximum term permitted by the Exchange) or one (1) year from the date of such optionee's ceasing to be an officer, director, employee or consultant of the Company due to death.

The Option Plan was last approved by Shareholders at Avricore's annual general and special meeting held on September 15, 2017. In accordance with Exchange rules, Avricore is required to obtain Shareholder approval of the Option Plan annually at the Company's annual general meeting.


Employment, Consulting and Management Agreements

Mr. Rai provides the Chief Executive Officer services to the Company through a consulting agreement dated November 16, 2018 (the "New CEO Agreement"). Pursuant to the New CEO Agreement, Mr. Rai was entitled to receive benefits commensurate with those that Avricore offered to its other executive officers and directors for his services as CEO and a director of the Company. The New CEO Agreement also provides for 20 days of paid vacation, a base annual salary of $150,000, a $1,000 monthly allowance as an automobile allowance, and an annual bonus at the discretion of the Board. The Company may immediately terminate this New CEO Agreement and the Consultant's engagement with the Company at any time for just cause, without notice or pay in lieu of notice or any other form of compensation, severance pay or damages. The Company may voluntarily terminate the New CEO Agreement at any time without just cause by giving the Consultant twelve (12) months' written notice of termination or payment in lieu thereof (the "Company Notice Period"), such payment to be paid to the Consultant in full in a single lump sum cash payment no later than the date of termination. In the event that any greater notice period is required under the Employment Standards Act, RSBC, 1996, c 113 (or similar applicable employment legislation), then the Company Notice Period shall be increased to the minimum notice period required under such legislation. In the event of a change of control, the Consultant may terminate the New CEO Agreement within ninety (90) days of such change of control by providing written notice to the Company and thewritten notice to the Company and the


(i) any accrued benefits; and

(ii) a severance amount equal to 1.5 times the sum of: (A) the Consultant's then base salary; and (B) the higher of (x) the Consultant's then current annual bonus and (y) the highest variable pay and average Annual Bonus over the last two (2) years received by the Consultant from the Company for the two (2) fiscal years last ending prior to such termination, which severance amount is payable in a single lump sum cash payment immediately following the date of termination.

Had Mr. Rai's consulting agreement been terminated on December 31, 2018 without just cause by the Company, Mr. Rai would have been entitled to a payment of $150,000 in lieu of notice from Avricore under the consulting agreement.

From January 27, 2017 to November 16, 2018, Mr. Rai received a monthly compensation for his services as CEO pursuant to a consulting agreement dated January 27, 2017. Pursuant to the consulting agreement, Mr. Rai was entitled to receive benefits commensurate with those that Avricore offered to its other executive officers and directors for his services as CEO and a director of the Company. The Company could terminate the consulting agreement at any time by providing fifteen (15) days' written notice, or providing a lump sum payment in lieu of notice.

Prior to his appointment as CEO, Mr. Rai received a monthly salary for his services as a consultant to the Company pursuant to a consulting agreement dated October 1, 2016. The consulting agreement provided for Mr. Rai to be paid a monthly fee of $6,000 plus applicable taxes and reimbursement of out-of-pocket expenses incurred on behalf of Avricore. The consulting agreement was terminated effective January 27, 2017 in connection with Mr. Rai's appointment as CEO.

External Management Companies

Pursuant to a management agreement (the "Management Contract") between the Company and Preakness Management Ltd. ("Preakness"), Preakness agreed to provide management, accounting and administrative services, including the services of the CFO, Zula Kropivnitski, to Avricore in consideration for a monthly fee of $5,000, plus applicable taxes and reimbursement of all out-of-pocket expenses incurred on behalf of the Company. During the most recently completed financial year ended December 31, 2018, Avricore paid $17,500 to Preakness pursuant to the Management Contract.

Pension Disclosure

The Company does not provide pension benefits to the NEOs or directors of the Company.


Avricore Health, Inc.

Exhibit 99.2

Avricore Health Announces Amendment to Placement Terms

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

VANCOUVER, British Columbia, July 11, 2019 (GLOBE NEWSWIRE) -- Avricore Health Inc. (TSXV: AVCR, OTC: AVCRF) ("Avricore Health" or the "Company") announces that it has amended the terms of its non-brokered private placement offering (the "Private Placement") of units of the Company (the "Units") previously announced on June 5, 2019 to decrease the Unit offering price to $0.05 per Unit and increase the maximum number of Units issuable pursuant to the Private Placement to up to 30,000,000 Units.

Each Unit will consist of (i) one common share of the Company (a "Common Share"); and (ii) one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share at an exercise price of $0.20 for a period of 24 months from issuance.

The Company intends to use the proceeds of the Private Placement for working capital purposes to expand the network of its HealthTab™ operating blood-chemistry analyzers located in community pharmacies in the Greater Toronto Area known as the Rapid Access, Safety Reporting System (RASTR). HealthTab™ is a point-of-care test offered to consumers on a commercially available blood-analyzer looking at areas ranging from blood sugar, liver, kidney to metabolic functions with the purpose of supplying the consumer valuable data on their health, while RASTR provides de-individualized data to life-science companies seeking real-world evaluations of treated populations. For more information, please visit avricorehealth.com.

The Private Placement is expected to close on or about July 15, 2019, subject to customary closing conditions, including the approval of the TSXV. Securities issued under the Private Placement, including the Finder Warrants (as defined below), if any, will be subject to a hold period, which will expire four months and one day from issuance.

The Company may pay finder's fees in cash to certain qualified eligible persons assisting the Company in the Private Placement in an amount equal to 7% of the gross proceeds raised by such finders. The Company may also issue such number of finder warrants (the "Finder Warrants") to qualified eligible persons as is equal to 7% of the aggregate number of Units purchased by subscribers introduced to the Company by such finders. Each Finder Warrant will entitle the holder to acquire one Common Share at an exercise price of $0.20 for a period of 24 months from issuance.

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or


any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or any exemption from such registration is available.

About Avricore Health Inc.

Avricore Health Inc. is committed to becoming a health innovator and applying technologies at the forefront of science to core health issues at the community pharmacy level. The Company's goal is to empower consumers, patients and pharmacists with innovative technology, products, services and information to monitor and optimize health. www.avricorehealth.com

Cautionary Note Regarding Forward-Looking Statements: Information in this press release that involves Avricore Health's expectations, plans, intentions or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. Avricore Health generally uses words such as "outlook," "will," "could," "would," "might," "remains," "to be," "plans," "believes," "may," "expects," "intends," "anticipates," "estimate," "future," "plan," "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 Private Placement and the expected timing thereof and the Company's expected use of proceeds from the Private Placement; the integration of Molecular You's service offerings with the HealthTab platform; the unique features that the HealthTab platform offers to pharmacists and patients; and the anticipated benefits of the HealthTab/Molecular You combination to pharmacists and patients. Forward-looking statements reflect the then-current expectations, beliefs, assumptions, estimates and forecasts of Avricore Health's management. The forward-looking statements in this press release are based upon information available to Avricore Health as of the date of this press release. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees of the future performance of Avricore Health and are subject to a number of risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations, including without limitation: failure to meet regulatory requirements; changes in the market; potential downturns in economic conditions; and other risk factors described in Avricore. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact: Bob Rai, Director and CEO 604-247-2639 info@avricorehealth.com www.avricorehealth.com


Exhibit 99.3

AVRICORE HEALTH INC.

Correction From Source

A correction from source is issued for the news release of even date. The news release has been corrected for the Warrant and Finder Warrant exercise prices. The corrected release follows:

Avricore Health Announces Amendment to Placement Terms

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH US NEWSWIRE SERVICES

VANCOUVER– (GLOBE NEWSWIRE)July 11, 2019Avricore Health Inc. (TSXV: AVCR, OTC: AVCRF) ("Avricore Health" or the "Company") announces that it has amended the terms of its non-brokered private placement offering (the "Private Placement") of units of the Company (the "Units") previously announced on June 5, 2019 to decrease the Unit offering price to $0.05 per Unit, increase the maximum number of Units issuable pursuant to the Private Placement to up to 30,000,000 Units and decrease the Warrant and Finder Warrant (as such terms are defined below) exercise prices to $0.15 per share.

Each Unit will consist of (i) one common share of the Company (a "Common Share") and (ii) one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share at an exercise price of $0.15 for a period of 24 months from issuance.

The Company intends to use the proceeds of the Private Placement for working capital purposes and to expand the network of its HealthTabÔ operating blood-chemistry analyzers located in community pharmacies in the Greater Toronto Area known as the Rapid Access, Safety Reporting System (RASTR). HealthTabÔ is a point-of-care test offered to consumers on a commercially available blood-analyzer looking at areas ranging from blood sugar, liver, kidney to metabolic functions with the purpose of supplying the consumer valuable data on their health, while RASTR provides de-individualized data to life-science companies seeking real-world evaluations of treated populations. For more information please visit avricorehealth.com. Securities issued under the Private Placement, including the Finder Warrants (as defined below), if any, will be subject to a hold period, which will expire four months and one day from issuance.

The Company may pay finder's fees in cash to certain qualified eligible persons assisting the Company in the Private Placement in an amount equal to 7% of the gross proceeds raised by such finders. The Company may also issue such number of finder warrants (the "Finder Warrants") to qualified eligible persons as is equal to 7% of the aggregate number of Units purchased by subscribers introduced to the Company by such finders. Each Finder Warrant will entitle the holder


Page 1 of 2



to acquire one Common Share at an exercise price of $0.15 for a period of 24 months from issuance.

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or any exemption from such registration is available.

About Avricore Health Inc.

Avricore Health Inc. is committed to becoming a health innovator and applying technologies at the forefront of science to core health issues at the community pharmacy level. The Company's goal is to empower consumers, patients and pharmacists with innovative technology, products, services and information to monitor and optimize health. www.avricorehealth.com

Cautionary Note Regarding Forward-Looking Statements: Information in this press release that involves Avricore Health's expectations, plans, intentions or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. Avricore Health generally uses words such as "outlook," "will," "could," "would," "might," "remains," "to be," "plans," "believes," "may," "expects," "intends," "anticipates," "estimate," "future," "plan," "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 Private Placement and the expected timing thereof; the Company's expected use of proceeds from the Private Placement; the integration of Molecular You's service offerings with the HealthTab platform; the unique features that the HealthTab platform offers to pharmacists and patients; and the anticipated benefits of the HealthTab/Molecular You combination to pharmacists and patients. Forward-looking statements reflect the then-current expectations, beliefs, assumptions, estimates and forecasts of Avricore Health's management. The forward-looking statements in this press release are based upon information available to Avricore Health as of the date of this press release. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees of the future performance of Avricore Health and are subject to a number of risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations, including without limitation: failure to meet regulatory requirements; changes in the market; potential downturns in economic conditions; and other risk factors described in AvricoreNeither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact: Bob Rai, Director and CEO 604-247-2639 info@avricorehealth.com www.avricorehealth.com


Page 2 of 2 Exhibit 99.4

Exhibit 99.4

Avricore Health Extends Closing of Placement

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

VANCOUVER, British Columbia, July 19, 2019 (GLOBE NEWSWIRE) -- Avricore Health Inc. (TSXV: AVCR, OTC: AVCRF) ("Avricore Health" or the "Company") announces that, further to its news releases dated June 5, 2019 and July 11, 2019, the TSX Venture Exchange has granted the Company a 30 day extension from the date hereof to close its non-brokered private placement offering of up to 30,000,000 units of the Company (each, a "Unit") at a price of $0.05 per Unit for gross proceeds of up to $1,500,000.

Proceeds will support the Company’s growth as it continues to expand its network of HealthTab™operating blood-chemistry analyzers, located primarily in community pharmacies, known as the Rapid Access Safety Test Response (RASTR) Network.

RASTR is the first on-going, harmonized program to conduct Real-World Evaluations (RWE) on treated populations.

For further information, please contact: Bob Rai, Director and CEO 604-247-2639

info@avricorehealth.com www.avricorehealth.com

About Avricore Health Inc.

Avricore Health Inc. is committed to becoming a health innovator and applying technologies at the forefront of science to core health issues at the community pharmacy level. The Company's goal is to empower consumers, patients and pharmacists with innovative technology, products, services and information to monitor and optimize health. www.avricorehealth.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


Exihibit 99.5

Picture 18


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CONTENTS

The Code of Business Conduct & Ethics ................................................................................ 2

Personal Information and Privacy ......................................................................................... 2

Protecting Avricore Health Assets and Business Documents ................................................ 2

Health and Safety .................................................................................................................. 3

Alcohol and Drug Use ............................................................................................................ 3

Anti-Discrimination, Anti-Harassment, Anti-Retaliation and Anti-Bullying ........................... 3

Working with Governments .................................................................................................. 5

Gifts and Entertainment ........................................................................................................ 5

Officer and Directorships ....................................................................................................... 5

Insider Trading ....................................................................................................................... 5

Confidential and Non-Public Information .............................................................................. 6

External Communication ....................................................................................................... 6

Conflicts of Interest ............................................................................................................... 7


Code of Business Conduct & Ethics                                              1 | Page


Picture 7


THE CODE OF BUSINESS CONDUCT & ETHICS

Avricore Health has adopted a Code of Business Conduct & Ethics (the “Code”) which sets out the basic standards of ethical and legal business conduct and integrity to which we must hold ourselves accountable. The Code provides guidance for conducting our business activities and clearly explains the values and standards of behaviour expected from all employees, directors, officers, long-term contractors and consultants of Avricore Health.

If there is a conflict between the Code and a specific procedure or if you wish to report a violation of the Code or possible violation, you should consult your supervisor, the CEO or the Chair of the Nominating, Governance and Compensation Committee for guidance. All concerns should be reported and will be treated seriously.

At Avricore Health, we are committed to providing a workplace environment based on ethical business practices, mutual respect and integrity.

PERSONAL INFORMATION AND PRIVACY

Avricore Health will only collect personal information in a lawful manner and will not disclose such information for any purpose other than the purpose for which it was collected.

Data, information or electronic communications created or stored on Avricore Health computers or other electronic media, including personal information, are records of Avricore Health and are, therefore, the property of Avricore Health.

PROTECTING AVRICORE HEALTH ASSETS AND BUSINESS DOCUMENTS

Avricore Health employees are responsible for safeguarding and appropriately using Avricore Health assets under their control, including business documents, information, technology, intellectual property, buildings, land, equipment, machines, software and funds. All employees have a duty of care to prevent waste, loss, damage, misuse, theft or misappropriation of Avricore Health assets. Avricore Health equipment or facilities must never be used for personal activities, except as otherwise allowed in this Code or where prior approval is obtained.

Avricore Health maintains all business documents and records in accordance with applicable laws and regulations. ‘Business documents’ include, but is not limited to, files, reports, business plans, receipts, policies and communications, including hard copy, electronic, audio recording, microfiche and microfilm files whether maintained at work or at home. Unauthorized destruction of or tampering with any business documents or records is strictly prohibited.

Avricore Health employees are also expected to act in good faith and respect the assets and business interests of others and never knowingly misuse, damage or misappropriate the assets of others.


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HEALTH AND SAFETY

Embracing a health and safety culture at Avricore Health requires us to, proactively eliminate, isolate or minimize health and safety risks. You are responsible for knowing what to do if an emergency occurs in your workplace and are required to intervene immediately to stop any work that appears unsafe.

Providing a safe and healthy workplace is of utmost importance to Avricore Health. Whether working in an office setting or worksite, it is prudent to follow safety and security procedures and always report any circumstance that appears to represent a threat or risk to ourselves, others or to the environment.

ALCOHOL AND DRUG USE

In line with our commitment to providing a safe and healthy workplace, Avricore Health employees, officers and directors must be able to function at an acceptable level and perform their responsibilities in a professional manner and not be impaired by illegal drugs or legal drugs, including alcohol, that has the potential to impair your judgment or affect your ability to undertake your job safely.

Avricore Health also prohibits the possession or use of illegal substances on Avricore Health premises, at Avricore Health functions or in conjunction with any Avricore Health business dealing. In this regard, Avricore Health reserves the right to conduct random, reasonable suspicion or post-accident drug and alcohol testing.

Any employee, officer or director with a dependency on drugs or alcohol is expected to seek the medical treatment necessary to assist them to break such dependency. Repeated poor work performance caused by alcohol or drug use, or impairment that creates a safety risk, may amount to misconduct.

ANTI-DISCRIMINATION, ANTI-HARASSMENT, ANTI-RETALIATION AND ANTI-BULLYING

Avricore Health does not tolerate unlawful discrimination, harassment, retaliation or bullying of any type or breach of human rights of our employees or others with whom we deal. Intentional or unintentional behaviour that treats people differently because of race, colour, religion, gender, personal association, age, nationality, origin, disability, political beliefs, marital status, sexual orientation or any other category protected by applicable Canadian or U.S. federal, state or provincial laws and regulations – constitutes unlawful discrimination. Avricore Health takes seriously its obligations under applicable law, and makes all employment decisions, including hiring, promotions, demotions, transfers, separations, pay, and any other personnel decision without regard to any protected category, but only on legitimate, business/operational related reasons.

Employees must never engage in activities, actions or behaviour that involves harassment or bullying including but not limited to cyberbullying. Harassment is any unwelcome action, conduct or behaviour that a reasonable person would find unwelcome, humiliating, intimidating or offensive. Harassing conduct may occur through verbal, visual, physical, electronic, digital, e-mails/text messaging, social media-driven, or other means or methods. Unlawful harassment can be based on any protected characteristic, not merely gender and does not have to be sexual in nature. Bullying and/or cyberbullying is behaviour directed towards an individual or group of individuals that is unreasonable in the form of physical, verbal, social bullying and may involve the


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use of communication technologies intended to intimidate, embarrass, influence or harass.

Treating everyone with respect ensures a work environment free from discrimination, harassment and bullying. This obligation to treat all with respect also extends to Avricore Health’s guests, prospective customers, vendors and others who interact with Avricore Health employees.

All our people are responsible for ensuring that they consider the implications of their behaviour at all times and take necessary corrective steps, including:

•Supporting your colleagues to act appropriately and/or raise a business conduct concern

•Being prepared to adapt your behaviour in recognition that actions or behaviour acceptable in one culture may not be acceptable in another

•Ensuring that when travelling or working in another office or country, you and any accompanying business associates and family members are familiar with local behaviours, practices and customs, and show respect for these in your business dealings

•Undertaking appropriate cross-cultural training; for example, when being assigned to a different location or country

If you have any questions, always seek advice from local management.

If an employee has a business conduct concern, the employee should speak up and tell a person if you are upset by his or her actions or behaviour, explain why and ask the person to stop. If you are not comfortable in doing this or if this approach fails to resolve the issue, the employee should submit promptly a complaint to Avricore Health for its review, as Avricore Health takes seriously its desire to ensure a workplace environment free of alleged harassment, discrimination, bullying and retaliation. To submit a complaint regarding any alleged violation regarding Anti-Discrimination, Anti-Harassment, Anti-Retaliation and Anti-Bullying, the employee shall submit the complaint to his or her supervisor, manager or Human Resources representative, or to the Chair of the Audit Committee.

The employee filing a complaint is not obligated to confront the alleged wrongdoer unless he or she feels comfortable doing so. The employee shall file the complaint with whomever he or she feels comfortable doing so per the foregoing. It is preferable, but not required, that the complaint be submitting in writing. Confidentiality will be maintained to the extent practicable but certainly cannot be guaranteed. The goal, at all times, is to conduct a reasonable investigation and, if necessary, take

corrective action that serves the principle of having a workplace environment free of unlawful discrimination, harassment, retaliation and bullying.

Unlawful retaliation is also prohibited by Avricore Health. Anyone who brings forth a grievance or complaint made in good faith that invokes a violation of this Code or any other Avricore Health policy, shall not be subject to unlawful retaliation. Avricore Health takes seriously its obligations to conduct a review and, if necessary, an investigation into a grievance or complaint brought forth, and will take any corrective action, if deemed necessary by the Company, to remedy and/or address the issues raised.


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WORKING WITH GOVERNMENTS

Avricore Health will maintain honest and ethically sound relationships with governments, government personnel, agencies, and officials, wherever we do business.

Employees who provide information to governments on behalf of Avricore Health must ensure that all information is accurate and appropriate for the purpose. Errors and/or omissions may be damaging to Avricore Health’s reputation and creditability and may be illegal.

GIFTS AND ENTERTAINMENT

The offering and/or acceptance of gifts or entertainment is customary in many cultures and can build good business relationships, however, may also be perceived as a conflict of interest or anti-competitive in nature. As such, the offering or accepting of gifts, entertainment or other benefits should only be done where it is customary and appropriate for the occasion, occasional and modest in value (in accordance with local standards), and in compliance with applicable laws and regulations. Any such exchange, offering or acceptance of gifts and/or entertainment not inline with the foreoing must be disclosed to the Chair of the Audit Committee.

Acceptance or exchange of gifts, entertainment or other benefits for the purpose of influencing business decision-making is strictly prohibited. Bribery laws, which can vary from country to country, prohibit companies from, directly or indirectly, promising, offering or making payment of money or anything of value to anyone with the intent to induce favourable business treatment or to improperly affect business or government decisions. Decisions about the acceptance or exchange of gifts, entertainment or donations using Avricore Health funds must be carefully evaluated to ensure they are customary, reasonable and legal in the local market.

Never request a gift or other benefit of any kind from a supplier, customer or other party with whom Avricore Health is involved. You should be prepared to politely decline any offer not in line with our policy and clearly communicate Avricore Health’s policy in regards to gifts, entertainment or other benefits. If you are in doubt about the legitimacy of a payment or gift of any kind, please discuss such situation with the Chair of the Audit Committee prior to making such payment or gift.

OFFICER AND DIRECTORSHIPS

Employees of Avricore Health shall not act as officers or directors of any other corporate entity or organization, public or private, without the prior written approval of the CEO or CFO. All requests to act as officers or directors of other corporate entities must be reviewed by the Board of Directors. Employees of Avricore Health must notify the CEO or CFO of all officer or directorships immediately upon being hired. Officer or directorships with such entities will not be authorized if they are considered to be contrary to the best interests of Avricore Health.

INSIDER TRADING

Insider trading is the illegal practice of trading (buying or selling) securities on a stock exchange to one’s own advantage through having access to confidential or inside material information. In general terms, inside information is information about a company that is not generally available to the public. Such information may be considered material if it would affect a reasonable investor’s decision about whether or not to invest in the company.


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We should never buy or sell the securities of Avricore Health or any other company while you are aware of inside information – even if you believe you are not relying on this information – this is known as insider trading and is punishable by law. A common misconception is that only directors or senior management can be guilty of insider trading. In fact, anyone – employees, contractors, family, friends and investment advisors can be guilty of insider trading. Employees, officers and directors of Avricore Health should never share inside information with anyone that does not need to know for legitimate and authorized business reasons and are expected to comply in good faith at all times with all applicable laws, rules and regulations and with Avricore Health policies.

CONFIDENTIAL AND NON-PUBLIC INFORMATION

It is Avricore Health’s policy to ensure that all activities, and business affairs are kept confidential. Confidential and non-public information includes methods, inventions, improvements or discoveries, business products, processes, and services; information relating to research, development, trade secrets, intellectual property of any type or description, data, business plans, marketing strategies, engineering, contract negotiations and business methods or practices. All confidential and non-public information belongs to Avricore Health and must be treated with the strictest of confidence and should not be disclosed or discussed with others.

We should avoid talking about confidential information in the elevator, open hallways, or other public areas, emailing any confidential information to outsiders not authorized to receive such information, or leaving confidential information on the photocopy machine, or in any area where non-authorized personnel may access. Please be careful and use good judgment. Confidential or non-public information might be of use to competitors or might be harmful to Avricore Health or its customers if disclosed.

Anti-trust or competition laws are designed to prohibit a range of competitive practices that restrain trade, restrict free and fair competition through price fixing or maintain power through a monopoly or a cartel. Anti-trust laws and compliance is highly complex with regulations differing from jurisdiction to jurisdiction. However, generally, unless the information is already publicly available, we should never agree or reach an agreement or understanding with any competitor; or communicate with any competitor regarding product price or terms of sale, quantities of a product for sale, tenders or bids, or geographic regions of sales. We should never discuss negotiations with customers or suppliers or negotiation strategies, terms of trade, production or sales forecasts or past, current or future stock levels.

If you have questions regarding confidential and non-public information or in regards to Anti-trust laws, you should consult the CEO or the General Counsel for guidance.

EXTERNAL COMMUNICATION

Avricore Health must provide timely, accurate, consistent and fair disclosure of information to enable investors to make informed and orderly market decisions. Disclosing inaccurate or inconsistent information may affect our share price, damage our reputation, and may be a legal offence. As such, external communication to the media or members of the investment community must only be made by an authorized spokesperson.


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CONFLICTS OF INTEREST

Conflicts of interest can arise in practically every area of our business. A ‘conflict of interest’ exists whenever an individual’s personal interests interfere or conflict with the interests of Avricore Health. We must strive to conduct ourselves, in an ethical and practical manner, whenever actual or apparent conflicts of interest may exist between personal and/or professional relationships. All decisions must be made in the best interests of Avricore Health. As such we should avoid business, financial or other relationships with suppliers, customers or competitors that might impair or appear to impair how we exercise judgment.

You should report any actual or potential conflict of interest involving yourself or others of which you become aware to your supervisor, the CEO or General Counsel. Officers and Directors should report any actual or potential conflict of interest involving yourself or another officer or director of which you become aware to the Chair of the Audit Committee of the Board of Directors.

Updated and approved on July 22, 2019.


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