6-K
Avricore Health Inc. (AVCRF)
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 2020
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)
3500 – 1055 Dunsmuir Street PO Box 49114 Vancouver BC V7X1H7
(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 x 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:
| Exhibit No. | Description | Date filed on SEDAR |
|---|---|---|
| 99.1 | News Release, Avricore Health Announces Shares for Debt Transaction | July 2, 2020 |
| 99.2 | News Release, Avricore Health Amends Shares for Debt News Release | July 6, 2020 |
| 99.3 | News Release, Avricore Health Completes Shares for Debt Transaction | July 10, 2020 |
| 99.4 | Material Change Report, Shares for Debt Transaction | July 2, 2020 |
| 99.5 | Material Change Report, Shares for Debt Transaction Amendment | July 6, 2020 |
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: June 21, 2021 | AVRICORE HEALTH INC. |
|---|---|
| By: /s/ Kiki Smith | |
| Kiki Smith | |
| Chief Financial Officer |
2 Exhibit 99.1
Exhibit 99.1
AVRICORE HEALTH ANNOUNCES SHARES FOR DEBT TRANSACTION
VANCOUVER, BRITISH COLUMBIA – July 2, 2020) – AVRICORE HEALTH INC. (TSXV: AVCR) (the "Company" or “AVCR”) is pleased to announce that it has entered into shares for debt agreements, to satisfy an aggregate of $126,949 of the Company’s outstanding debts. The Company has reached agreements with certain of its creditors who have provided services to the Company to extinguish, or partially extinguish, certain of the Company’s outstanding debts owing to them in exchange for the issuance of common shares ("Shares") of the Company. The creditors include certain related parties of the Company, including Hector Bremner, the Company’s CEO, Bob Rai, the Company's President and Rodger Seccombe, the Company's Chief Technology Officer (collectively, the "Related Parties"). Every other creditor is an arm's length party who has provided consulting services to the Company.
An aggregate of 5,077,965 Shares at a deemed price of $0.025 per Share are proposed to be issued to the creditors which includes an aggregate of 1,900,000 Shares to be issued to the Related Parties. An aggregate of 900,000 Shares are proposed to be issued to the Company's President representing $22,500 in partial extinguishment of the amount owing to a company he controls and directs for services rendered in his capacity as the President and for expenses paid on behalf of the Company. An aggregate of 500,000 Shares are proposed to be issued to the Company's CEO representing $12,500 in extinguishment of the debt owing to a company he controls and directs for services rendered in his capacity as CEO. An aggregate of 500,000 Shares are proposed to be issued to the Company's Chief Technology Officer representing $12,500 in extinguishment of the debt owing to him personally for services rendered in his capacity as Chief Technology Officer.
The Company determined to satisfy the indebtedness with common shares in order to preserve its cash for development of its business. The shares will be issued upon acceptance by the TSX Venture Exchange. The Shares issued to the Related Parties pursuant to the shares for debt agreements will be subject to a four month plus one day hold period pursuant to the policies of the TSX Venture exchange.
The shares for debt transactions involving the Related Parties will constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and the minority approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(a) of MI 61-101, respectively, as the fair
market value of the subject of, and the consideration paid in the shares for debt transactions, in relation to the interested parties, will not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101. The participation by the Related Parties in the shares for debt transactions has been approved by directors of the Company who are independent in connection with such transactions. A material
change report will be filed less than 21 days before the closing date of the transactions contemplated by this news release. The Company believes this shorter period is reasonable and necessary in the circumstances as the Company wishes to improve its financial position by reducing its liabilities as soon as possible.
Contact:
Hector Bremner, CEO 604-773-8943
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.
Exhibit 99.2
Exhibit 99.2
AVRICORE HEALTH AMENDS SHARES FOR DEBT NEWS RELEASE
VANCOUVER, BRITISH COLUMBIA – July 6, 2020) – AVRICORE HEALTH INC. (TSXV: AVCR) (the "Company" or “AVCR”) wishes to amend its news release dated July 2,2020 in which it announced a shares for debt transaction.
Aggregate shares has been amended from 5,077,965 to 5,477,965 shares.
Contact:
Hector Bremner, CEO 604-773-8943
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.
Exhibit 99.3
Exhibit 99.3
AVRICORE HEALTH COMPLETES SHARES FOR DEBT TRANSACTION
VANCOUVER, BRITISH COLUMBIA – July 10, 2020) – AVRICORE HEALTH INC. (TSXV: AVCR) (the "Company" or “AVCR”) is pleased to announce that it has settled and extinguished $136,949 of the Company’s outstanding debt through the issuance of 5,477,965 common shares ("Shares") of the Company at a deemed price of $0.025 per Share. The Debt Settlement was accepted by the TSX Venture Exchange on July 10, 2020.
An aggregate of 1,900,000 Shares were issued to certain directors and officers of the Company (the “Related Parties”). The Shares issued to the Related Parties are subject to a four month plus one day hold period pursuant to the policies of the TSX Venture Exchange.
“Those creditors and related parties participating in this shares-for-debt transaction are committed to preserving the Company’s cash reserves to support the Company’s long-term growth,” said CEO Hector Bremner.
The shares for debt transactions involving the Related Parties constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company has relied on the exemptions from the valuation and the minority approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(a) of MI 61-101, respectively, as the fair market value of the subject of, and the consideration paid in the shares for debt transactions, in relation to the interested parties, does not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101. The participation by the Related Parties in the shares for debt transactions has been approved by directors of the Company who are independent in connection with such transactions.
Contact:
Hector Bremner, CEO 604-773-8943
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.
Exhibit 99.4
Exhibit 99.4
FORM 51-102F3
SECURITIES ACT
MATERIAL CHANGE REPORT
Item 1Name and address of Company
Avricore Health Inc.
2300-1177 West Hastings Street
Vancouver BC V6E 2K3
Item 2Date of Material Change
July 2, 2020
Item 3Press Release
News Release, dated July 2, 2020, disseminated via Globenewswire under section 7.1 of National Instrument 51-102
Item 4Summary of Material Change
See attached copy of the July 2, 2020 news release.
Item 5Full Description of Material Change
See attached copy of the July 2, 2020 news release.
Item 6Reliance on subsection 7.1(2) or (3) of National Instrument 51-102:
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8Senior Officers
Hector Bremner, CEO of the Issuer, is knowledgeable about the material change and this report. His business telephone number is (604) 773-8943
Item 9Date of Report
July 2, 2020
“Hector Bremner”
___________________
Hector D. Bremner, CEO
Director
AVRICORE HEALTH ANNOUNCES SHARES FOR DEBT TRANSACTION
VANCOUVER, BRITISH COLUMBIA – July 2, 2020) – AVRICORE HEALTH INC. (TSXV: AVCR) (the "Company" or “AVCR”) is pleased to announce that it has entered into shares for debt agreements, to satisfy an aggregate of $126,949 of the Company’s outstanding debts. The Company has reached agreements with certain of its creditors who have provided services to the Company to extinguish, or partially extinguish, certain of the Company’s outstanding debts owing to them in exchange for the issuance of common shares ("Shares") of the Company. The creditors include certain related parties of the Company, including Hector Bremner, the Company’s CEO, Bob Rai, the Company's President and Rodger Seccombe, the Company's Chief Technology Officer (collectively, the "Related Parties"). Every other creditor is an arm's length party who has provided consulting services to the Company.
An aggregate of 5,077,965 Shares at a deemed price of $0.025 per Share are proposed to be issued to the creditors which includes an aggregate of 1,900,000 Shares to be issued to the Related Parties. An aggregate of 900,000 Shares are proposed to be issued to the Company's President representing $22,500 in partial extinguishment of the amount owing to a company he controls and directs for services rendered in his capacity as the President and for expenses paid on behalf of the Company. An aggregate of 500,000 Shares are proposed to be issued to the Company's CEO representing $12,500 in extinguishment of the debt owing to a company he controls and directs for services rendered in his capacity as CEO. An aggregate of 500,000 Shares are proposed to be issued to the Company's Chief Technology Officer representing $12,500 in extinguishment of the debt owing to him personally for services rendered in his capacity as Chief Technology Officer.
The Company determined to satisfy the indebtedness with common shares in order to preserve its cash for development of its business. The shares will be issued upon acceptance by the TSX Venture Exchange. The Shares issued to the Related Parties pursuant to the shares for debt agreements will be subject to a four month plus one day hold period pursuant to the policies of the TSX Venture exchange.
The shares for debt transactions involving the Related Parties will constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and the minority approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(a) of MI 61-101, respectively, as the fair market value of the subject of, and the consideration paid in the shares for debt transactions, in relation to the interested parties, will not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101. The participation by the Related Parties in the shares for debt transactions has been approved by directors of the Company who are independent in connection with such transactions. A material
change report will be filed less than 21 days before the closing date of the transactions contemplated by this news release. The Company believes this shorter period is reasonable and necessary in the circumstances as the Company wishes to improve its financial position by reducing its liabilities as soon as possible.
Contact:
Hector Bremner, CEO 604-773-8943
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.
Exhibit 99.5
Exhibit 99.5
FORM 51-102F3
SECURITIES ACT
MATERIAL CHANGE REPORT
Item 1Name and address of Company
Avricore Health Inc.
2300-1177 West Hastings Street
Vancouver BC V6E 2K3
Item 2Date of Material Change
July 6, 2020
Item 3Press Release
News Release, dated July 6, 2020, disseminated via Globenewswire under section 7.1 of National Instrument 51-102
Item 4Summary of Material Change
See attached copy of the July 6, 2020 news release.
Item 5Full Description of Material Change
See attached copy of the July 6, 2020 news release.
Item 6Reliance on subsection 7.1(2) or (3) of National Instrument 51-102:
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8Senior Officers
Hector Bremner, CEO of the Issuer, is knowledgeable about the material change and this report. His business telephone number is (604) 773-8943
Item 9Date of Report
July 6, 2020
“Hector Bremner”
___________________
Hector D. Bremner, CEO
Director
AVRICORE HEALTH AMENDS SHARES FOR DEBT NEWS RELEASE
VANCOUVER, BRITISH COLUMBIA – July 6, 2020) – AVRICORE HEALTH INC. (TSXV: AVCR) (the "Company" or “AVCR”) wishes to amend its news release dated July 2,2020 in which it announced a shares for debt transaction.
Aggregate shares has been amended from 5,077,965 to 5,477,965 shares.
Contact:
Hector Bremner, CEO 604-773-8943
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.