0001493152-22-028180.txt : 20221012 0001493152-22-028180.hdr.sgml : 20221012 20221011210908 ACCESSION NUMBER: 0001493152-22-028180 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20221011 FILED AS OF DATE: 20221012 DATE AS OF CHANGE: 20221011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Avricore Health Inc. CENTRAL INDEX KEY: 0001355736 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51848 FILM NUMBER: 221305428 BUSINESS ADDRESS: STREET 1: 789 WEST PENDER STREET STREET 2: SUITE 810 CITY: VANCOUVER STATE: A1 ZIP: V6C 1H2 BUSINESS PHONE: 604-687-2038 MAIL ADDRESS: STREET 1: 789 WEST PENDER STREET STREET 2: SUITE 810 CITY: VANCOUVER STATE: A1 ZIP: V6C 1H2 FORMER COMPANY: FORMER CONFORMED NAME: Vanc Pharmaceuticals Inc. DATE OF NAME CHANGE: 20140911 FORMER COMPANY: FORMER CONFORMED NAME: NUVA Pharmaceuticals Inc. DATE OF NAME CHANGE: 20140110 FORMER COMPANY: FORMER CONFORMED NAME: ALDA Pharmaceuticals Corp. DATE OF NAME CHANGE: 20060309 6-K 1 form6-k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2021.

Commission File Number: 000-51848

Avricore Health Inc.

(Exact name of registrant as specified in its charter)

1120-789 West Pender St, Vancouver, BC, V6C 1H2

(Address of principal executive office)

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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): NO

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): NO

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Exhibits

The following exhibits are included in this form 6-K:

Exhibit No.	Description	Date Released
1	Financial Statements Interim Financial Statements/Report for the nine months ending September 30, 2021	November 29, 2021
2	Certification of Interim Filings- CEO	November 29, 2021
3	Certification of Interim Filings- CFO	November 29, 2021
4	MD&A	November 29, 2021
5	News Release HEALTHTAB™ TO OFFER ABBOTT’S i-STAT ALINITY™ EXPANDING CHRONIC DISEASE TESTING TO SELECT COMMUNITY PHARMACIES IN CANADA	November 23, 2021

SIGNATURES

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

		AVRICORE HEALTH INC.

Date: October 11, 2022	By	/s/ Kiki Smith
		Kiki Smith
		Chief Financial Officer

SEC1815(04-09)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

GENERAL INSTRUCTIONS

A. Rule as to Use of Form 6-K.

This form shall be used by foreign private issuers which are required to furnish reports pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934.

B. Information and Documentation Required to be Furnished.

Subject to General Instruction D herein, an issuer furnishing a report on this form shall furnish whatever information, not required to be furnished on Form 40-F or previously furnished, such issuer (i) makes or is required to make public pursuant to the law of the jurisdiction of its domicile or in which it is incorporated or organized, or (ii) files or is required to file with a stock exchange on which its securities are traded and which was made public by that exchange, or (iii) distributes or is required to distribute to its security holders.

The information required to be furnished pursuant to (i), (ii) or (iii) above is that which is material with respect to the issuer and its subsidiaries concerning: changes in business; changes in management or control; acquisitions or dispositions of assets; bankruptcy or receivership; changes in registrant’s certifying accountants; the financial condition and results of operations; material legal proceedings; changes in securities or in the security for registered securities; defaults upon senior securities; material increases or decreases in the amount outstanding of securities or indebtedness; the results of the submission of matters to a vote of security holders; transactions with directors, officers or principal security holders; the granting of options or payment of other compensation to directors or officers; and any other information which the registrant deems of material importance to security holders.

This report is required to be furnished promptly after the material contained in the report is made public as described above. The information and documents furnished in this report shall not be deemed to be “filed” for the purposes of Section 18 of the Act or otherwise subject to the liabilities of that section.

If a report furnished on this form incorporates by reference any information not previously filed with the Commission, such information must be attached as an exhibit and furnished with the form.

C. Preparation and Filing of Report.

	(1)	The Form 6-K report shall consist of a cover page, the report or document furnished by the issuer, and a signature page. An issuer must submit the Form 6-K report in electronic format via the Commission’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR Part 232) except as discussed below. An issuer submitting the Form 6-K in electronic format must provide the signatures required for the Form 6-K report in accordance with Regulation S-T Rule 302 (17 CFR 232.302). For assistance with technical questions about EDGAR or to request an access code, call the EDGAR Filer Support Office at (202) 942-8900. For assistance with the EDGAR rules, call the Office of EDGAR and Information Analysis at (202) 942-2940

	(2)	An issuer may submit a Form 6-K in paper under:

	●	Regulation S-T Rule 101(b)(1) (17 CFR 232.101(b)(1)) if the sole purpose of the Form 6-K is to furnish an annual report to security holders;

	●	Regulation S-T Rule 101(b)(7) to provide a report or other document that the issuer must furnish and make public under the laws of the jurisdiction in which it is incorporated, domiciled or legally organized (the issuer’s “home country”), or under the rules of the home country exchange on which the issuer’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the issuer’s security holders, and, if discussing a material event, including the disclosure of annual audited or interim consolidated financial results, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR; or

	●	a hardship exemption provided by Regulation S-T Rule 201 or 202 (17 CFR 232.201 or 232.202).

Note to paragraph (2): An issuer that is or will be incorporating by reference all or part of an annual or other report to security holders, or of any part of a paper Form 6-K, into an electronic filing must file the incorporated portion in electronic format as an exhibit to the filing in accordance with Regulation S-T Rule 303(b) (17 CFR 232.303(b)).

(3)

When submitting a Form 6-K in paper under one of the above rules, an issuer must check the appropriate box on the cover page of the Form 6-K. When submitting a Form 6-K in paper under a hardship exemption, an issuer must provide the legend required by Regulation S-T Rule 201(a)(2) or 202(c) (17 CFR 232.201(a)(2) or 232.202(c)) on the cover page of the Form 6- K.

	(4)	An issuer furnishing the Form 6-K in paper under one of the above rules, or as otherwise permitted by the Commission, must deposit with the Commission eight complete copies of the Form 6-K report. An issuer must also file at least one complete copy of the Form 6-K with each United States stock exchange on which any security of the issuer is listed and registered under Section 12(b) of the Exchange Act. The issuer must have signed at least one of the paper copies deposited with the Commission and one filed with each United States stock exchange in accordance with Exchange Act Rule 12b-11(d) (17 CFR 240.12b-11(d)) when submitting the Form 6-K in paper to the Commission. An issuer submitting the Form 6-K in paper must also conform the unsigned copies. When submitting the Form 6-K in electronic format to the Commission, an issuer may submit a paper copy containing typed signatures to each United States stock exchange in accordance with Regulation S- T Rule 302(c) (17 CFR 232.302(c)).

	(5)	XBRL-Related Documents. Only a registrant that prepares its financial statements in accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.) is permitted to participate in the voluntary XBRL (eXtensible Business Reporting Language) program and, as a result, may submit XBRL-Related Documents (§232.11 of this chapter). XBRL-Related Documents submitted as an exhibit to a Form 6-K must be listed as exhibit 100. Rule 401 of Regulation S –T (§232.401 of this chapter) sets forth further details regarding eligibility to participate in the voluntary XBRL program.

	(6)	Interactive Data File. An Interactive Data File (§232.11 of this chapter) is:

(a) Required to be submitted and posted. Required to be submitted to the Commission and posted on the registrant’s corpo- rate Web site, if any, in the manner provided by Rule 405 of Regulation S-T (§232.405 of this chapter) and, as submitted, listed as exhibit 101, if the registrant does not prepare its financial statements in accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.) and is described in subparagraph (a)(i), (ii) or (iii) of this paragraph (6), except that an Interactive Data File: first is required for a periodic report on Form 10-Q (§249.308a of this chapter), Form 20-F (§249.220f of this chapter) or Form 40-F (§249.240f of this chapter), as applicable; and is required for a Form 6-K (§249.306 of this chapter) only when the Form 6-K contains either of the following: audited annual financial statements that are a revised version of financial statements that previously were filed with the Commission that have been revised pursuant to applicable accounting standards to reflect the effects of certain subsequent events, including a discontinued operation, a change in reportable segments or a change in accounting principle; or current interim financial statements included pursuant to the nine-month updating requirement of Item 8.A.5 of Form 20-F, and, in either such case, the Interactive Data File would be required only as to such revised financial statements or current interim financial statements regardless whether the Form 6-K contains other financial statements:

(i) A large accelerated filer (§240.12b-2 of this chapter) that had an aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of more than $5 billion as of the last business day of the second fiscal quarter of its most recently completed fiscal year that prepares its financial statements in accordance with generally accepted accounting prin- ciples as used in the United States and the filing contains financial statements of the registrant for a fiscal period that ends on or after June 15, 2009;

(ii) A large accelerated filer not specified in subparagraph (a)(i) of this paragraph (6) that prepares its financial statements in accordance with generally accepted accounting principles as used in the United States and the filing contains financial statements of the registrant for a fiscal period that ends on or after June 15, 2010; or

(iii) A filer not specified in subparagraph (a)(i) or (ii) of this paragraph (6) that prepares its financial statements in accordance with either generally accepted accounting principles as used in the United States or International Financial Reporting Standards as issued by the International Accounting Standards Board, and the filing contains financial statements of the registrant for a fiscal period that ends on or after June 15, 2011.

(b) Permitted to be submitted. Permitted to be submitted to the Commission in the manner provided by Rule 405 of Regulation S-T (§232.405 of this chapter) if the:

(i) Registrant prepares its financial statements:

(A) In accordance with either:

(1) Generally accepted accounting principles as used in the United States; or

(2) International Financial Reporting Standards as issued by the International Accounting Standards Board; and

(B) Not in accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.); and

(ii) Interactive Data File is not required to be submitted to the Commission under subparagraph (a)(i) of this paragraph (6).

(c) Not permitted to be submitted. Not permitted to be submitted to the Commission if the registrant prepares its financial statements in accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).

D. Treatment of Foreign Language Documents.

(1)

An issuer must submit the Form 6-K report in electronic format in the English language in accordance with Regulation S- T Rule 306 (17 CFR 232.306) and Exchange Act Rule 12b-12(d) (17 CFR 240.12b-12(d)), as referenced in Regulation S-T Rule 306(a) (17 CFR 232.306(a)), except as otherwise provided by this Form. An issuer submitting the Form 6-K in paper must meet the requirements of Exchange Act Rule 12b-12(d) (17 CFR 240.12b-12(d)). In accordance with, or in addition to, the list of documents specified in Exchange Act Rule 12b-12(d)(2) (17 CFR 240.12b-12(d)(2)), an issuer must provide a full English translation of the following documents furnished under cover of Form 6-K whether submitted electronically or in paper:

	●	press releases;

	●	communications and other documents distributed directly to security holders for each class of securities to which a reporting obligation under Exchange Act Section 13(a) or 15(d) pertains, except for offering circulars and prospectuses that relate entirely to securities offerings outside the United States (“foreign offerings”); and

	●	documents disclosing annual audited or interim consolidated financial information.

	(2)	In addition to the documents specified in Exchange Act Rule 12b-12(d)(3) (17 CFR 240.12b-12(d)(3)), an issuer may furnish under cover of Form 6-K, whether submitted electronically or in paper, an English summary instead of a full English translation of a report required to be furnished and made public under the laws of the issuer’s home country or the rules of the issuer’s home country stock exchange, as long as it is not a press release and is not required to be and has not been distributed to the issuer’s security holders. Such a document may include a report disclosing unconsolidated financial information about a parent company.

	(3)	An issuer is not required to submit under cover of Form 6-K an offering circular or prospectus that pertains solely to a foreign offering, even when an English translation or English summary is available, if the issuer has already submitted a Form 6- K or filed a Form 20-F or other Commission filing on EDGAR that reported material information disclosed in the offering circular or prospectus. If an issuer has not previously disclosed this material information to the Commission, it may submit in electronic format under cover of Form 6-K an English translation or English summary of the portion of the foreign offering circular or prospectus that discusses the new material information.

	(4)	Any submitted English summary must meet the requirements of Exchange Act Rule 12b-12(d)(3)(ii) (17 CFR 240.12b- 12(d)(3)(ii)). An issuer may submit the unabridged foreign language report or other document along with the English summary or English translation as permitted by Regulation S-T Rule 306(b) (17 CFR 232.306(b)) for electronic filings and Exchange Act Rule 12b-12(d)(4) (17 CFR 240.12b-12(d)(4)) for paper filings.

EX-1 2 ex1.htm

Exhibit 1

Avricore Health Inc.

Condensed Interim Consolidated Financial Statements

(Unaudited)

(Expressed in Canadian Dollars)

For the three and nine months ended September 30, 2021 and 2020

Notice to Reader

Management has prepared the unaudited condensed interim consolidated financial statements for Avricore Health Inc. (the “Company”) in accordance with National Instrument 51-102 released by the Canadian Securities Administration. The Company discloses that its auditors have not reviewed the unaudited condensed interim consolidated financial statements for the period ended September 30, 2021 and 2020.

Avricore Health Inc.

Condensed Interim Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

As at,

	Note		Unaudited September 30, 2021			Audited December 31, 2020
			$			$
ASSETS

Current Assets
Cash and cash equivalents				2,224,465			302,715
Accounts receivable		5		101,516			11,928
Prepaid expenses and deposits		6		77,946			125,444
				2,403,927			440,087

Equipment		8		88,655			-
Intangible assets		9		24,987			3
Total Assets				2,517,569			440,090

LIABILITIES

Current Liabilities
Accounts payable and accrued liabilities		10 & 16		157,871			152,569
Loans payable		12		40,000			1,001,562
				197,871			1,154,131

SHAREHOLDERS’ EQUITY (DEFICIENCY)
Share capital		13		26,541,371			22,286,852
Shares subscribed				-			10,000
Reserves		13		5,785,549			5,497,092
Deficit				(30,007,222	)		(28,507,985	)
				2,319,698			(714,041	)
Total Liabilities and Shareholders’ Equity (Deficiency)				2,517,569			440,090

Nature of operations and going concern (Note 1)

Subsequent events (Note 21)

Approved and authorized on behalf of the Board of Directors on November 29, 2021.

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

The accompanying notes are an integral part of these consolidated financial statements

Avricore Health Inc.

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss

(Unaudited - Expressed in Canadian Dollars)

			Three months ended September 30,				Nine months ended September 30,
	Note		2021		2020		2021		2020
			$		$		$		$
Revenue			75,104		8,082		87,618		24,948

Cost of sales			54,549		3,325		66,414		9,688
Gross profit			20,555		4,757		21,204		15,260

Expenses
Amortization		8	8,801		-		12,379		-
Consulting		16	98,075		39,823		287,275		137,323
General and administrative		15	38,029		20,045		133,020		82,563
Management Fees		16	37,500		67,500		167,500		202,500
Marketing and communications		14	168,860		3,080		253,917		29,601
Professional fees		16	33,879		30,000		141,384		102,949
Share-based compensation		16	74,722		10,028		486,622		10,028
			459,866		170,476		1,482,097		564,964
Other income (expense)
Finance costs		12	-		(46,071	)	(38,438	)	(113,164	)
Gain on settlement of liabilities			-		5,001		-		27,401
Other income			-		-		94		-

Net loss and comprehensive loss for the period			(439,311	)	(206,789	)	(1,499,237	)	(635,467	)

Basic and Diluted Loss Per Share			(0.00	)	(0.00	)	(0.02	)	(0.01	)
Weighted Average Number of Common Shares Outstanding			96,060,838		62,835,153		91,040,600		58,358,579

Segmented information (Note 18)

The accompanying notes are an integral part of these consolidated financial statements

Avricore Health Inc.

Condensed Interim Consolidated Statements of Changes in Equity (Deficiency)

For the nine months ended September 30, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

	Number of Shares	Share Capital		Shares to be Issued		Shares Subscribed		Warrant Reserve		Option Reserve		Deficit		Total
		$		$		$		$		$		$		$
Balance, December 31, 2019	52,472,619	21,400,106		100,000		10,000		904,698		4,453,764		(27,334,019	)	(465,451	)
Bonus shares for loan	3,480,000	52,200		-		-		-		-		-		52,200
Acquisition of HealthTab™ Inc.	2,000,000	100,000		(100,000	)	-		-		-		-		-
Shares issued for debt	5,477,965	136,949		-		(10,000	)	-		-		-		126,949
Share issue cost	-	(1,184	)	-		-		-		-		-		(1,184	)
Share-based compensation	-	-		-		-		-		10,028		-		10,028
Net loss	-	-		-		-		-		-		(635,467	)	(635,467	)
Balance, September 30, 2020	63,430,584	21,688,071		-		-		904,698		4,463,792		(27,969,486	)	(912,925	)
Balance, December 31, 2020	69,795,584	22,286,852		-		10,000		914,531		4,582,561		(28,507,985	)	(714,041	)
Shares issued for cash	15,740,000	2,414,000		-		(10,000	)	-		-		-		2,404,000
Exercise of warrants	9,539,660	1,727,282		-		-		(151,395	)	-		-		1,575,887
Exercise of stock options	1,666,072	312,052		-		-		-		(186,395	)	-		125,657
Share issued for services	275,000	38,500		-		-		-		-		-		38,500
Share issuance costs	-	(237,315	)	-		-		139,625		-		-		(97,690	)
Share-based compensation	-	-		-		-		-		486,622		-		486,622
Net loss	-	-		-		-		-		-		(1,499,237	)	(1,499,237	)
Balance, September 30, 2021	97,016,316	26,541,371		-		-		902,761		4,882,788		(30,007,222	)	2,319,698

The accompanying notes are an integral part of these consolidated financial statements

Avricore Health Inc.

Condensed Interim Consolidated Statements of Cash Flows

For the nine months ended September 30, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

	2021			2020
	$			$
Operating Activities
Net loss		(1,499,237	)		(635,467	)
Adjustment for non-cash items:
Amortization		12,379			-
Finance cost		38,438			98,564
Gain on settlement of liabilities		-			(27,401	)
Write-down of receivables		-			886
Share-based payments		486,622			10,028

Change in working capital items:
Accounts receivable		(89,588	)		(8,889	)
Prepaid expenses and deposits		47,498			53,348
Inventories		-			(176,865	)
Accounts payable and accrued liabilities		43,802			(185,015	)
Net cash used in operating activities		(960,086	)		(870,811	)

Investing Activities
Purchase of intangible assets		(27,010	)		-
Purchase of equipment		(99,008	)		-
Net cash used in investing activities		(126,018	)		-

Financing Activities
Proceeds from issuance of shares, net		2,404,000			-
Proceeds from exercise of warrants		1,575,887			-
Proceeds from exercise of stock options		125,657			-
Share issuance costs		(97,690	)		(1,184	)
Loan repaid		(1,000,000	)		-
Loan proceeds		-			940,000
Finance cost		-			(30,000	)
Lease payments		-			(13,696	)
Net cash provided by financing activities		3,007,854			895,120

Increase (decrease) in Cash and Cash Equivalents		1,921,750			24,309
Cash and Cash Equivalents, Beginning of Period		302,715			13,799
Cash and Cash Equivalents, End of Period		2,224,465			38,108

Cash and Cash Equivalents Consist of:
Cash		1,914,465			28,108
Guaranteed investment certificates		310,000			10,000
Cash and Cash Equivalents		2,224,465			38,108

Supplemental cash flow information (Note 19)

The accompanying notes are an integral part of these consolidated financial statements

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

1.	NATURE OF OPERATIONS AND GOING CONCERN

Avricore Health Inc. (the “Company”) was incorporated under the Company Act of British Columbia on May 30, 2000. The Company’s common shares trade on the TSX Venture Exchange (the “Exchange”) under the symbol “AVCR” and are quoted on the OTCIQ Market as “NUVPF”. The Company’s registered office is at 700 – 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5.

The Company is involved in the business of health data and point-of-care technologies (“POCT”).

The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operations for the foreseeable future and be able to realize assets and satisfy liabilities in the normal course of business. The Company has always experienced operating losses and negative operating cash flows. Operations have been funded by the issuance of share capital. These conditions may cast substantial doubt on the Company’s ability to continue as a going concern.

The continuation of the Company as a going concern is dependent upon its ability to generate revenue from its operations, or raise additional financing to cover ongoing cash requirements. The condensed interim consolidated financial statements do not reflect any adjustments, which could be material, to the carrying values of assets and liabilities, which may be required should the Company be unable to continue as a going concern.

	September 30, 2021			December 31, 2020
	$			$
Deficit		(30,007,222	)		(28,507,985	)
Working capital (deficiency)		2,206,056			(714,044	)

In March 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) a global pandemic. Since then, several measures have been implemented in Canada and the rest of the world in response to the increased impact from COVID-19. The Company continues to operate the business forward at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on the Company’s operations, including the duration and impact on the Company’s future plans, cannot be reasonably estimated at this time.

2.	BASIS OF PRESENTATION

a)	Statement of Compliance

The condensed interim consolidated financial statements for the period ended September 30, 2021 have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), IAS 34 Interim Financial Reporting. The condensed interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Company’s annual consolidated financial statements as at and for the year ended December 31, 2020. The accounting policies followed in these interim financial statements are consistent with those applied in the Company’s most recent annual financial statements for the year ended December 31, 2020.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

2.	BASIS OF PRESENTATION (continued)

b)	Basis of preparation (continued)

The condensed interim consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The significant accounting policies are presented in Note 3 of the annual consolidated financial statements for the year ended December 31, 2020 and have been consistently applied in each of the periods presented. The condensed interim consolidated financial statements are presented in Canadian dollars, which is also the Company’s functional currency, unless other indicated.

The preparation of condensed interim consolidated financial statements in accordance with IFRS requires the Company’s management to make estimates, judgments and assumptions that affect amounts reported in the condensed interim consolidated financial statements and accompanying notes. The areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed below. Actual results might differ from these estimates. The Company’s management reviews these estimates and underlying judgments on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the year in which the estimates are revised.

c)	Basis of consolidation

Condensed interim consolidated financial statements include the assets, liabilities and results of operations of all entities controlled by the Company. Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated in preparing the Company’s the condensed interim consolidated financial statements. Where control of an entity is obtained during a financial year, its results are included in the consolidated statements of operations and comprehensive loss from the date on which control commences. Where control of an entity ceases during a financial year, its results are included for that part of the year during which control exists.

These condensed interim consolidated financial statements include the accounts of the Company and its controlled wholly owned subsidiaries, Vanc Marine Pharmaceuticals Inc. and HealthTab™ Inc.

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant accounting estimates and judgments

Estimates

Significant estimates used in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

Inventory valuation

The Company estimates the net realizable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realization of these inventories may be affected by regulatory changes or other market-driven changes that may reduce future selling prices. In determining net realizable value, the Company considers such factors as turnover, historical experience, expiry dates and shelf life of the products. A change to these assumptions could impact the Company’s inventory valuation and gross margin. The Company attempts to sell products with short shelf life with significant rebates. Any unsold products with short shelf life and expired products are written-off.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Share-based payments

The Company grants share-based awards to certain directors, officers, employees, consultants and other eligible persons. For equity-settled awards, the fair value is charged to the statement of operations and comprehensive loss and credited to the reserves over the vesting period using the graded vesting method, after adjusting for the estimated number of awards that are expected to vest.

The fair value of equity-settled awards is determined at the date of the grant using the Black-Scholes option pricing model. For equity-settled awards to non-employees, the fair value is measured at each vesting date. The estimate of warrant and option valuation also requires determining the most appropriate inputs to the valuation model, including the volatility, expected life of warrants and options, risk free interest rate and dividend yield. Changes in these assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Company’s options and warrants issued. Management must also make significant judgments or assessments as to how financial assets and liabilities are categorized.

Judgements

Significant judgments used in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

Revenue recognition

Revenue is recognized when the revenue recognition criteria expressed in the accounting policy stated above for Revenue Recognition have been met. Judgment may be required when allocating revenue or discounts on sales amongst the various elements in a sale involving multiple deliverables.

Deferred tax assets

Tax interpretations, regulations and legislation in the various jurisdictions in which the Company operates are subject to change. The determination of income tax expense and deferred tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretations of laws in the countries in which the Company operates. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred taxes or the timing of tax payments. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can be utilized without a time limit, that deferred tax asset is usually recognized in full.

Going concern

The Company’s management has made an assessment of the Company’s ability to continue as a going concern and is satisfied that the Company has the resources to continue in business for the foreseeable future. The factors considered by management are disclosed in Note 1.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

4.	ACQUISITION OF HEALTHTAB™ INC.

On December 28, 2017, the Company completed the acquisition of all the common shares of HealthTab™ Inc. (“HealthTab™”). HealthTab™’s primary asset is intellectual property and certain trademarks and web domains related to the design of the HealthTab™ system, being a lab-accurate, point of care testing platform. Under the share purchase agreement, the consideration paid by the Company is as follows:

●	Cash payment of $100,000 upon signing of the share purchase agreement (paid);
●	Cash payment of $100,000 in six equal monthly instalments after the closing date (paid);
●	Issue 880,000 common shares no later than 125 days after the closing date (issued);
●	Issue 880,000 common shares no later than 245 days after the closing date (issued);
●	Issue 906,667 common shares no later than 365 days after the closing date (issued);
●	Issue common shares equal to the higher of $100,000 or 5% of net sales related to HealthTab™ for the year ended December 2018 by January 31, 2019 (issued); and
●	Issue common shares equal to the higher of $100,000 or 5% of net sales related to HealthTab™ for the year ended December 2019 by January 31, 2020 (issued)

This acquisition has been accounted for as an acquisition of assets and liabilities as HealthTab™ did not meet the definition of a business under IFRS 3, Business Combinations.

5.	ACCOUNTS RECEIVABLE

The Company’s accounts receivable consists of the following:

	September 30, 2021		December 31, 2020
	$		$
Trade receivables		93,495		9,800
GST receivable		8,021		2,128
		101,516		11,928

6.	PREPAID EXPENSES AND DEPOSITS

The balance consists of prepaid expenses to vendors of $49,433 (December 31, 2020 - $103,967), prepaid business insurance of $16,513 (December 31, 2020 - $9,477) and security deposits of $12,000 (December 31, 2020 - $12,000).

7.	INVENTORIES

During the year ended December 31, 2020, the Company recorded an inventory write-down of $180,432 related to hand sanitizers purchased during the year.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

8.	EQUIPMENT

		Equipment
		$
Cost
Balance, December 31, 2019 and 2020		-
Additions		99,008
Balance, September 30, 2021		99,008

Accumulated Amortization
Balance, December 31, 2019 and 2020		-
Amortization		10,353
Balance, September 30, 2021		10,353

Carrying value
As at December 31, 2020		-
As at September 30, 2021		88,655

9.	INTANGIBLE ASSETS

	Software	HealthTab™	Corozon	Emerald	Total
	$	$	$	$	$
Cost
Balance, December 31, 2019 and 2020	-	1	1	1	3
Additions	27,010	-	-	-	27,010
Balance, September 30, 2021	27,010	1	1	1	27,013

Accumulated Amortization
Balance, December 31, 2019 and 2020	-	-	-	-	-
Amortization	2,026	-	-	-	2,026
Balance, September 30, 2021	2,026	-	-	-	2,026

Carrying value
As at December 31, 2020	-	1	1	1	3
As at September 30, 2021	24,984	1	1	1	24,987

10.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company’s accounts payable and accrued costs consist of the following:

	September 30, 2021	December 31, 2020
	$	$
Trade accounts payable	157,871	126,569
Accrued liabilities	-	26,000
	157,871	152,569

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

11.

LEASE LIABILITIES

	$
Balance, December 31, 2019		21,390
Finance cost		726
Lease payments		(22,116	)
Balance, December 31, 2020 and September 30, 2021		-

During the year ended December 31, 2020, the Company terminated its lease agreement for its office premise. Pursuant to the cancelation, the Company forfeited its deposit of $8,420 and paid the outstanding rent for the months of January to March, 2020.

12.

LOANS PAYABLE

During the year ended December 31, 2020, the Company entered into a loan agreement with a third party for a secured loan in the amount of $1,000,000. The Loan was for a term of one year from the date of receipt of the funds, bore interest at a rate of 10% per annum and was secured with all of the present and after-acquired property of the Company. The loan was subject to an interest reserve of $100,000 held back from the loan advance. The Company paid a loan application fee in the amount of $30,000 and issued 3,480,000 bonus shares with a fair value of $52,500, which was recorded against the carrying value of the loan. During the three and nine months ended September 30, 2021, the Company recorded $nil and $21,096 (2020 - $25,206 and $53,699) as interest expense and recorded $nil and $17,342 (2020 - $20,719 and $44,140) as accretion expense on the loan which was been included in finance cost in the condensed interim consolidated statements of operations and comprehensive loss. During the period ended September 30, 2021, the Company repaid the loan at the end of the term.

During the year ended December 31, 2020, the Company received a Canada Emergency Business Account loan of $40,000 to be repaid on or before December 31, 2025. The loan is interest-free until December 31, 2022. Thereafter, the outstanding loan balance will bear interest at the rate of 5% per annum.

13.

SHARE CAPITAL

Authorized share capital

Authorized: Unlimited number of common shares without par value.

Issued share capital

During the period ended September 30, 2021:

The Company issued 9,539,660 common shares upon exercise of warrants for gross proceeds of $1,575,887.

The Company issued 1,666,072 common shares upon exercise of stock options for gross proceeds of $125,657.

The Company issued 275,000 common shares valued at $38,500 to a consultant in exchange for services received.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

13.

SHARE CAPITAL (continued)

Issued share capital (continued)

On February 12, 2021, the Company completed a non-brokered private placement and issued 7,000,000 units at a price of $0.22 per unit for gross proceeds of $1,540,000. Each unit consisted of one common share and one share purchase warrant entitling the holder thereof to acquire an additional common share of the Company at a price of $0.30 per share for a period of 12 months from the date of closing subject to an accelerated expiry condition. The Company’s directors and officers participated in the private placement. The Company paid finder’s fee totaling $56,320 and issued 256,000 finder’s warrants valued at $39,206.

On January 28, 2021, the Company closed the final tranche of a non-brokered private placement and issued 8,740,000 units at a price of $0.10 per unit for gross proceeds of $874,000. Each unit consisted of one common share and one share purchase warrant entitling the holder thereof to acquire an additional common share of the Company at a price of $0.15 per share for a period of 12 months from the date of closing subject to an accelerated expiry condition. The Company’s directors and officers participated in the private placement. The Company paid finder’s fee totaling $27,800 and issued 278,000 finder’s warrants valued at $100,419.

During the year ended December 31, 2020:

The Company closed a tranche of a non-brokered private placement and issued 6,260,000 units at a price of $0.10 per unit for gross proceeds of $626,000. Each unit consisted of one common share and one share purchase warrant entitling the holder thereof to acquire an additional common share of the Company at a price of $0.15 per share for a period of 12 months from the date of closing subject to an accelerated expiry condition. The Company paid finder’s fee totaling $22,500 and issued 225,000 finder’s warrants valued at $9,833. The Company’s directors and officers participated in the private placement.

The Company issued 5,477,965 common shares in exchange for services received and to settle accounts payables of $136,949. An aggregate of 1,900,000 shares were issued in settlement of $47,500 in amounts owing to certain directors and officers of the Company. The common shares issued to the related parties are subject to a four month plus one day hold period.

The Company issued 105,000 common shares pursuant to the exercise of stock options for gross proceeds of $5,250. $1,422 was reclassified from reserves to share capital on exercise of the options.

The Company issued 2,000,000 common shares valued at $100,000 related to the acquisition of HealthTab™ (see Note 4).

The Company issued 3,480,000 common shares valued at $52,200 as bonus shares pursuant to a loan agreement (see Note 12).

Stock options

The Company has adopted an incentive share purchase option plan under the rules of the Exchange pursuant to which it is authorized to grant options to executive officers, directors, employees and consultants, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The options can be granted for a maximum term of ten years and generally vest either immediately or in specified increments of up to 25% in any three-month period.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

13.

SHARE CAPITAL (continued)

Stock options (continued)

The changes in stock options including those granted to directors, officers, employees and consultants are summarized as follows:

	Period ended September 30, 2021					Year ended December 31, 2020
	Number of Options			Weighted Average Exercise Price		Number of Options			Weighted Average Exercise Price
Beginning Balance		6,706,072		$	0.08		5,241,072		$	0.13
Options granted		2,840,000		$	0.22		1,730,000		$	0.08
Expired/Cancelled		-			-		(160,000	)	$	0.07
Exercised		(1,666,072	)	$	0.08		(105,000	)	$	0.05
Ending Balance		7,880,000		$	0.13		6,706,072		$	0.08
Exercisable		7,630,000		$	0.13		6,706,072		$	0.08

The following table summarizes information about stock options outstanding and exercisable as at September 30, 2021:

Exercise Price			Expiry date	Options
				Outstanding		Exercisable
$	0.15		June 21, 2022		140,000		140,000
$	0.17		July 2, 2022		500,000		500,000
$	0.10	(1)	July 20, 2022		150,000		150,000
$	0.10	(1)	September 27, 2022		150,000		150,000
$	0.10	(1)	November 20, 2022		150,000		150,000
$	0.10	(2)	December 8, 2022		675,000		675,000
$	0.10	(3)	March 27, 2023		200,000		200,000
$	0.17		March 31, 2023		250,000		-
$	0.10	(4)	April 11, 2023		150,000		150,000
$	0.075		January 24, 2024		280,000		280,000
$	0.08		February 28, 2024		140,000		140,000
$	0.06		April 1, 2024		175,000		175,000
$	0.05		October 1, 2024		1,480,000		1,480,000
$	0.08		November 18, 2025		780,000		780,000
$	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
					7,880,000		7,630,000

⁽¹⁾Options repriced from $0.15 to $0.10 during the year ended December 31, 2020

⁽²⁾Options repriced from $0.28 to $0.10 during the year ended December 31, 2020

⁽³⁾Options repriced from $0.24 to $0.10 during the year ended December 31, 2020

⁽⁴⁾Options repriced from $0.21 to $0.10 during the year ended December 31, 2020

The weighted average remaining life of the stock options outstanding at September 30, 2021 is 2.98 years.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

13.

SHARE CAPITAL (continued)

Share-based compensation

Share-based compensation of $486,622 was recognized during the period ended September 30, 2021 (2020 - $10,028) for stock options granted, vested, and repriced during the period. Options issued to directors and officers of the Company vested immediately, while those issued to consultants vest over one year, however, the Board may change such provisions at its discretion or as required on a grant-by-grant basis.

Share-based payments for options granted and repriced was measured using the Black-Scholes option pricing model with the following assumptions:

	2021			2020
Expected life		1 – 5 years			2 – 5 years
Volatility		134% - 211	%		141% - 180	%
Dividend yield		0	%		0	%
Risk-free interest rate		0.32% - 0.99	%		0.23% - 0.47	%

Option pricing models require the use of highly subjective estimates and assumptions, including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates.

Warrants

The Company has issued warrants entitling the holders to acquire common shares of the Company. The summary of changes in warrants is presented below.

	Period ended September 30, 2021					Year ended December 31, 2020
	Number of Warrants			Weighted Average Exercise Price		Number of Warrants			Weighted Average Exercise Price
Beginning Balance		18,743,226		$	0.16		20,704,664		$	0.24
Warrants issued		16,274,000		$	0.22		6,485,000		$	0.15
Warrants exercised		(9,539,660	)	$	0.16		-			-
Warrants expired		(871,500	)	$	0.15		(8,446,438	)	$	0.33
Outstanding		24,606,066		$	0.20		18,743,226		$	0.16

The following table summarizes information about warrants outstanding and exercisable as at September 30, 2021:

Exercise Price		Expiry date	Warrants Outstanding
$	0.15	November 13, 2021		2,765,000
$	0.15	November 19, 2021		3,060,000
$	0.20	June 26, 2022		993,666
$	0.20	August 3, 2022		742,667
$	0.20	November 27, 2022		770,733
$	0.15	January 28, 2022		9,018,000
$	0.15	February 12, 2022		7,256,000
				24,606,066

The weighted average remaining life of the warrants outstanding at September 30, 2021 is 0.35 years.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

14.

MARKETING AND COMMUNICATIONS EXPENSES

	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
	$		$		$		$
Marketing		-		1,430		-		2,279
Shareholder communications		168,860		1,650		253,917		27,322
		168,860		3,080		253,917		29,601

15.

GENERAL AND ADMINISTRATIVE EXPENSES

	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
	$		$		$		$
Bank service charges		1,386		1,210		5,226		4,011
Filing and registration fees		1,020		4,251		43,124		21,504
Foreign exchange		759		84		324		6,701
Insurance		10,629		9,871		34,789		27,804
Investor relations		-		-		5,312		1,265
Office maintenance		9,439		2,740		24,902		11,275
Regulatory		8,380		-		8,380		-
Rent		6,300		1,460		9,510		3,858
Travel		116		-		1,453		5,259
Write-down of receivables		-		429		-		886
		38,029		20,045		133,020		82,563

16.

RELATED PARTY TRANSACTIONS

For the three and nine months ended September 30, 2021 and 2020, the Company recorded the following transactions with related parties:

a)	$37,500 and $112,500 in management fees (2020 - $37,500 and $112,500) to the Chief Executive Officer of the Company along with a bonus award of $nil and $35,000 (2020 - $nil and $nil).

b)	$nil and $20,000 in management fees to the former President and Chief Executive Officer of the Company (2020 - $30,000 and $90,000).

c)	$30,000 and $90,000 in professional fees (2020 - $30,000 and $90,000) to a company controlled by the Chief Financial Officer of the Company along with a bonus award of $nil and $30,000 (2020 - $nil and $nil).

d)	$30,000 and $90,000 in consulting fees (2020 - $30,000 and $90,000) to the Chief Technology Officer of the Company along with a bonus award $nil and $35,000 (2020 - $nil and $nil).

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

16.

RELATED PARTY TRANSACTIONS (continued)

Related party transactions not otherwise described in the condensed interim consolidated financial statements are shown below. The remuneration of the Company’s directors and other members of key management, who have the authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, consist of the following:

	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
	$		$		$		$
Consulting fees		30,000		30,000		125,000		90,000
Management fees		37,500		67,500		167,500		202,500
Professional fees		30,000		30,000		120,000		90,000
Share-based compensation		-		8,662		264,393		8,662
		97,500		136,162		676,893		391,163

There were no amounts due to related parties as at September 30, 2021 and December 31, 2020.

17.

CAPITAL DISCLOSURES

The Company includes shareholders’ equity in the definition of capital. The Company’s objective when managing capital is to maintain sufficient cash resources to support its day-to-day operations. The availability of capital is solely through the issuance of the Company’s common shares. The Company will not issue additional equity until such time when funds are needed and the market conditions become favorable to the Company. There are no assurances that funds will be made available to the Company when required. The Company makes every effort to safeguard its capital and minimize its dilution to its shareholders.

The Company is not subject to any externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the period ended September 30, 2021.

18.

SEGMENTED INFORMATION

At September 30, 2021 and December 31, 2020, the Company has only one segment, being the HealthTab™ - Point of Care Business in Canada.

19.

SUPPLEMENTAL CASH FLOW INFORMATION

During the nine months ended September 30, 2021, the Company:

-	Issued common shares against subscriptions of $10,000 received in prior year.

-	Issued 275,000 common shares valued at $38,500 for services received.

During the nine months ended September 30, 2020, the Company:

-	Issued in total 2,000,000 common shares valued at $100,000 related to the acquisition of HealthTab™ (see Notes 4 and 13).

-	Issued in total 3,480,000 common shares valued at $52,200 as bonus shares under a loan agreement (see Notes 12).

-	Issued 5,477,965 common shares at a price of $0.025 per share to settle an outstanding debt of $136,949.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

20.

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, loans payable and lease liabilities. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities. The Company has exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments.

This note presents information about the Company’s exposure to each of the above risks and the Company’s objectives, policies and processes for measuring and managing these risks. Further quantitative disclosures are included throughout the condensed interim consolidated financial statements. The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board has implemented and monitors compliance with risk management policies.

a)	Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are held through a large Canadian financial institution. The cash equivalent is composed of a guaranteed investment certificate and is issued by a Canadian bank with high investment-grade ratings. The Company does not have financial assets that are invested in asset-backed commercial paper.

The Company performs ongoing credit evaluations of its accounts receivable but does not require collateral. The Company establishes an allowance for doubtful accounts based on the credit risk applicable to particular customers and historical data.

Approximately 83% of trade receivables are due from one customer at September 30, 2021 (December 31, 2020 – 45% from one customer).

b)	Liquidity risk

Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation. Due to the ongoing COVID-19 pandemic, liquidity risk has been assessed as high.

The Company monitors its spending plans, repayment obligations and cash resources, and takes actions with the objective of ensuring that there is sufficient capital in order to meet short-term business requirements. To facilitate its expenditure program, the Company raises funds primarily through public equity financing. The Company anticipates it will have adequate liquidity to fund its financial liabilities through future equity contributions, however, there can be no guarantees that sufficient funds will be raised.

As at September 30, 2021, the Company’s liabilities were comprised of accounts payable and accrued liabilities, and loans payable of $197,871 (December 31, 2020 - $1,154,131).

c)	Market risk

Market risk for the Company consists of currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposure within acceptable limits, while maximizing returns.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

20.

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

c)	Market risk (continued)

Currency risk

Foreign currency risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. As all of the Company’s purchases and sales are denominated in Canadian dollars, and it has no significant cash balances denominated in foreign currencies, the Company is not exposed to foreign currency risk at this time.

Interest rate risk

Interest rate risk is the risk that fair values or future cash flows will fluctuate as a result of changes in market interest rates. In respect of financial assets, the Company’s policy is to invest cash at floating interest rates and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders.

The Company is not exposed to significant interest rate risk. The Company’s loans payable bear fixed interest rate.

d)	Fair value of financials instruments

The fair values of financial assets and financial liabilities are determined as follows:

Cash and cash equivalents are measured at fair value. For accounts receivable, accounts payable, and loans payable carrying amounts approximate fair value due to their short-term maturity;

The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities and amounts resulting from direct arm’s length transactions.

Cash and cash equivalents are valued using quoted market prices or from amounts resulting from direct arm’s length transactions. As a result, these financial assets have been included in Level 1 of the fair value hierarchy.

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full contractual term. Derivatives are included in Level 2 of the fair value hierarchy as they are valued using price models. These models require a variety of inputs, including, but not limited to, contractual terms, market prices, forward price curves, yield curves and credit spreads. The Company’s lease liabilities are at this level.

Level 3: Inputs for the asset or liability are not based on observable market data. Currently, the Company has no financial instruments at this level.

21.

SUBSEQUENT EVENTS

a)	The Company issued 1,519,000 common shares upon exercise of warrants for gross proceeds of $227,850

b)	4,306,000 warrants with exercise price of $0.15 expired unexercised.

EX-2 3 ex2.htm

Exhibit 2

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Hector D. Bremner, CEO of Avricore Health Inc., certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of *Avricore Health Inc.* (the “issuer”) for the interim period ended *September 30, 2021*.

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

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

Date: November 29, 2021

“Hector Bremner”
Hector D. Bremner, CEO

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-3 4 ex3.htm

Exhibit 3

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Kiki Smith, CFO of Avricore Health Inc., certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of *Avricore Health Inc.* (the “issuer”) for the interim period ended *September 30, 2021*.

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

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

Date: November 29, 2021

“Kiki Smith”
Kiki Smith, CFO

NOTE TO READER

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

EX-4 5 ex4.htm

Exhibit 4

Avricore Health Inc.

Management’s Discussion & Analysis

For the three and nine months ended

September 30, 2021

Avricore Health Inc.

Management’s Discussion and Analysis

as of November 29, 2021

This Management Discussion and Analysis (“MD&A”) of Avricore Health Inc. (“AVRICORE”, the “Company”, “we”, “us” or “our”) for the period ended September 30, 2021 is prepared as of November 29, 2021. This MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2021 and the audited consolidated financial statements for the year ended December 31, 2020 and the related notes thereto.

Our financial statements are prepared in accordance International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This MD&A contains “forward-looking statements” and the non-GAAP performance measures that are subject to risk factors set out in a cautionary note contained herein.

All amounts are expressed in Canadian dollars unless otherwise indicated.

Additional information about Avricore Health Inc. can be found on the SEDAR website (www.sedar.com) and on the Company’s website (www.avricorehealth.com).

FORWARD LOOKING STATEMENTS

This MD&A contains or incorporates forward-looking statements within the meaning of Canadian securities legislation (collectively, “forward-looking statements. These forward-looking statements relate to, among other things, revenue, earnings, changes in cost and expenses, capital expenditures and other objectives, strategic plans and business development goals, and may also include other statements that are predictive in nature or that depend upon or refer to future events or conditions, and can generally be identified by words such as “may”, “will”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” or similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These statements are not historical facts but instead represent only Avricore’s expectations, estimates and projections regarding future events.

Although the Company believes the expectations reflected in such forward-looking statements are reasonable, such statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Undue reliance should not be placed on such statements. Certain material assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Known and unknown factors could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Important assumptions, influencing factors, risks and uncertainties are referred to in the body of this MD&A, in the press release announcing the Company’s financial results for the period ended September 30, 2021, and in Avricore’s annual financial statements and the notes thereto. These documents are available at www.sedar.com.

The forward-looking statements contained in this MD&A are made as at the date of this MD&A and, accordingly, are subject to change after such date. Except as required by law, Avricore does not undertake any obligation to update or revise any forward-looking statements made or incorporated in this MD&A, whether as a result of new information, future events or otherwise.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 29, 2021

OVERVIEW

Avricore Health is focused on acquiring and developing early-stage technologies aimed at moving pharmacy forward. Through our flagship offering HealthTab™ (a wholly owned subsidiary), we provide a turnkey point-of-care testing platform, creating value for stakeholders and better outcomes for patients.

The HealthTab™ platform effectively turns pharmacies into community diagnostic centres. It enables pharmacists to take on a greater role in primary health services, capitalizes on the rapidly growing point-of-care testing market, and ultimately improves the quality of life for patients living with chronic illness.

COVID-19 RESPONSE

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. One year later the pandemic continues to severely impact the environment in which the Company operates.

One benefit is the increased focus on real world evaluations and rapid testing which has brought increased attention to HealthTab™. While continuing HealthTab’s™ primary focus on general health screening it has also been adapted to support COVID-19 testing.

The extent to which the COVID-19 outbreak impacts the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the spread of the virus and government actions. Management continues to monitor the situation and adjust corporate planning as appropriate.

HEALTHTAB™ – KEY DEVELOPMENTS

Key developments have included:

	●	20 (increased from an initial 11) participating Shoppers Drug Mart® pharmacies, 15 in Ontario and 5 in British Columbia, have now received their HealthTab™ systems and are offering screening tests to patients. The program’s primary focus is to screen patients at-risk for diabetes and cardiovascular disease. In-store signage and print material will let customers know they are able to request HealthTab™ tests, and existing patients will be made aware through direct outreach from their Shoppers Drug Mart® pharmacist based on their health profile. Additionally, the first ever third-party HealthTab™ advertising campaign will actively market the program publicly in the participating region.

	●	Signing of a non-exclusive, pilot supplier distribution agreement in Canada between HealthTab™ Inc., and Abbott, with respect to the handheld blood chemistry analyzer, i-STAT Alinity. The agreement allows HealthTab™ to distribute Abbott’s point-of-care i-STAT Alinity and its associated tests for creatinine in Canadian pharmacies to better support patients with important information about their renal function.

	●	The first Shoppers Drug Mart® pharmacy selected to receive the system to begin beta-testing HealthTab™’s systems, reported that more than 90 patients were tested and over 600 results were reported over the initial trial period between July 5 – July 18 at this single location.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 29, 2021

	●	Signing master agreement to pilot Healthtab™ platform for diabetes management in select Shoppers Drug Mart® pharmacies.

	●	Amendment to the Distribution Agreement adds the Abbott’s popular ID NOW™ molecular testing device which will add onsite testing and reporting capabilities for SARS-CoV-2 as well as Respiratory Syncytial Virus, Influenza A & B and Strep – a powerful combination for detecting infections before they spread.

	●	Partnered with Ellerca Health Inc. to offer joint diabetes screening and management support.

	●	Signing of a Distribution Agreement with Abbott Rapid Diagnostics, to integrate new devices into Avricore’s HealthTab™ to expand its real-time data reporting system capabilities.

	●	Expanding partnership with Ontario Pharmacists Association (OPA) to promote HealthTab™ to pharmacies conducting COVID-19 testing and government for real-time reporting of test results.

	●	Developing new pilot programs with national pharmacy chains,

	●	Advancing discussions with lab service providers,

	●	Continuing to negotiate new POC service integrations to expand the HealthTab™ testing menu.

	●	Refining HealthTab™’s de-centralized clinical trials capabilities to monetize de-identified data associated with high-value Real-World Evaluation (RWE).

	●	Moving forward with negotiations across several target demographics, domestically and internationally, with life-science companies, host-locations and Clinical Research Organizations (CRO).

HealthTab™ is a cloud-based network technology that enables the world’s first harmonized, real-time response system where consumers receive a finger-stick blood test at their local pharmacy via a web-enabled blood chemistry analyzer. These results are available in 12 minutes. Consumers’ bio-markers, which include key results related to heart, liver and kidney function, are received via secure login which they can then be used to better understand their health performance and share with their healthcare team for evidence-based decision making. This one-of-a-kind real-time reporting system opens the door to improved preventative healthcare in public and private health systems.

De-identified data collected, with consumer consent across the HealthTab™ network of analyzers, can be shared with life-science companies and other research entities. The traditional clinical trial approach can be limited in the scope of time, demographical outreach, and other inherent exclusionary attributes. HealthTab™presents a revolutionary model for utilizing the system’s unique ability to offer real-time evaluations of treated populations and real-world evaluation clinical trials.

Between January and February 2020, the Deloitte Center for Health Solutions surveyed multiple leaders from 17 pharmaceutical companies on their organizations’ RWE capabilities. Survey questions revolved around current and future applications for RWE, areas of investment, strategic partnerships, and use of Real World Data (RWD) and RWE in R&D.

	●	Ninety-four percent of survey respondents believe using RWE in R&D will become important or very important to their organizations by 2022.

	●	Almost all companies expect to increase investments in talent, technology, and external partnerships to strengthen their RWE capabilities.

	●	Reduced clinical trial costs and trial failure rates using RWE in R&D

	●	Entered strategic partnerships to access new sources of RWD (in fact, all have taken this step)

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 29, 2021

The Company believes is very well positioned as a strategic partner and lead in this exciting growth sector. In addition, HealthTab™ is ideally situated to provide Real Time Real World Data (RTRWD). This is an important distinction from RWD because anonymized data can be transmitted in real time versus the lag that is accompanied with RWD that is gathered from clinical reporting systems, insurance claims and adverse event reporting systems.

Currently, HealthTab™ is available in certain Shoppers Drug Marts in the Greater Toronto Area, the Greater Vancouver Area, and Victoria. The Company has secured commitments with other pharmacies in Canada to place additional HealthTab™ systems and is in negotiations with corporate chains. Furthermore, the Company expanded a partnership agreement with the Ontario Pharmacists Association (OPA) to endorse HealthTab™ to pharmacies conducting COVID-19 testing and government for real-time reporting of test results. The OPA is the largest pharmacists’ association in the country, with over 10,000 members and over 4,600 community pharmacy locations.

The Company has partnered with established laboratory service providers in offering its point-of-care testing as part of their overall menu. HealthTab™ is being embraced as it is the most credible way to deploy point-of-care testing in the pharmacy and community setting where it offers the reliability, accuracy and flexibility the sector needs.

Avricore has enjoyed a robust response from a variety of key industry players including, CROs, labs, pharmacies and researchers and has been engaging in a variety of technical discussions which are anticipated to lead to business. As these conversations progress, the Company will be making announcements in due course.

Life-Science Approach

Avricore believes that Clinical Research Organizations (CROs) are an excellent area of growth. The Company is in late discussions with CLINART, a large Dubai based CRO, to take HealthTab™ to 15 countries in the Middle-East North-Africa (MENA) region. This opportunity would see the Company supporting CLINART with the clinical research and market development studies they conduct with the world’s largest drug-makers and NGO’s. Our HealthTab™ discussions also include a large US based CRO. The Company has also initiated discussions with four leading international drug makers, as well as research entities in North America, the UK, EU and Middle East. As business normalizes in the context of COVID-19 the Company expects to move forward with these discussions.

Fully Integrated Patient Health Records

The Company has been in technical discussions on the integration of HealthTab™ into the electronic medical records and pharmacy management systems with a Canadian market leader in the provision of these systems.

HealthTab™’s API integration capabilities make it ideal to achieve an industry first, where a consumer’s test results can be directly linked to their patient health record, for real-time responses and smooth integration across the multiple platforms a health provider will use.

Community Pharmacy Sector

In an era of rapid change in health care delivery, community pharmacy practice models and community pharmacy business models are both experiencing significant evolution in focus and daunting challenges to be met. We strongly believe that Avricore is a game-changing catalyst for community pharmacy to meet their practice and business challenges and increasingly focus on patient-centred cognitive services with attendant point-of-care testing in the future. Avricore is focused on expanding and further deploying its HealthTab™ and to best meet the current community pharmacy sector’s needs.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 29, 2021

SIGNIFICANT EVENTS AND TRANSACTIONS

Significant events and transactions during the period ended September 30, 2021 and to the date of this MD&A include the following:

	●	The Company repaid the $1,000,000 secured loan from a third party at the end of the term.

	●	The Company issued 11,058,660 common shares upon exercise of warrants for gross proceeds of $1,803,737.

	●	The Company issued 1,660,072 common shares upon exercise of stock options for gross proceeds of $125,657.

	●	On February 12, 2021, the Company completed a non-brokered private placement and issued 7,000,000 units at a price of $0.22 per unit for gross proceeds of $1,540,000. Each unit consisted of one common share and one share purchase warrant entitling the holder thereof to acquire an additional common share of the Company at a price of $0.30 per share for a period of 12 months from the date of closing subject to an accelerated expiry condition. The Company paid finder’s fee totaling $56,320 and issued 256,000 finder’s warrants. The Company’s directors and officers participated in the private placement.

	●	On January 28, 2021 the Company closed the final tranche of a non-brokered private placement and issued 8,740,000 units at a price of $0.10 per unit for gross proceeds of $874,000. Each unit consisted of one common share and one share purchase warrant entitling the holder thereof to acquire an additional common share of the Company at a price of $0.15 per share for a period of 12 months from the date of closing subject to an accelerated expiry condition. The Company paid finder’s fee totaling $27,800 and issued 278,000 finder’s warrants. The Company’s directors and officers participated in the private placement.

	●	On March 22, 2021, the Company granted 1,800,000 stock options to the directors, officers and consultants of the Company at an exercise price of $0.25 per common share. The stock options are exercisable for a period of 5 years. 200,000 consultant options vest 50% after six months with the balance vesting quarterly thereafter. The remaining options vest on the date of grant.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 29, 2021

Selected Financial Information and Additional Disclosure

The following financial data for the three years is derived from the Annual Audited Financial Statements and should be read in conjunction with the Financial Statements.

	2020		2019		2018
Total revenue from continuing operations	$	33,030	$	33,000	$	15,395
Loss from operations of continuing operations	$	1,173,966	$	1,916,252	$	3,458,141
Loss from operations of discontinued operations	$	-	$	189,356	$	678,661
Loss per share – basic and diluted
Continuing operations	$	0.02	$	0.04	$	0.10
Discontinued operations	$	0.00	$	0.00	$	0.02
Total assets	$	440,090	$	208,399	$	1,200,205
Total current liabilities	$	1,154,131	$	673,850	$	314,239
Total non-current financial liabilities		Nil		Nil		Nil

QUARTERLY FINANCIAL INFORMATION

The following table highlights selected unaudited consolidated financial data for each of the eight most recent quarters that, in management’s opinion, have been prepared on a basis consistent with the audited consolidated financial statements for the year ended December 31, 2020. These results are not necessarily indicative of results for any future period and you should not rely on these results to predict future performance.

Quarter Ended	Sep 2021			Jun 2021			Mar 2021			Dec 2020			Sep 2020			Jun 2020			Mar 2020			Dec 2019
		$			$			$			$			$			$			$			$
Revenue from continuing operations		75,104			4,939			7,575			8,082			8,082			8,482			8,384			8,324
Gross profit (loss) from continuing operations		20,555			(998	)		1,647			2,220			4,757			4,911			5,592			1,308
Share-based compensation		74,722			24,965			386,935			120,191			10,028			-			-			27,896
Comprehensive Loss		439,311			344,620			715,306			538,499			206,789			198,117			230,561			305,760
Loss/Share - continuing and discontinued operations		(0.00	)		(0.00	)		(0.01	)		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Total Assets		2,517,569			2,541,099			2,740,053			440,090			355,808			532,086			607,061			208,399

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 29, 2021

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

The Company incurred comprehensive loss of $1,499,237 for the nine months ended September 30, 2021 (2020 - $635,467).

Significant changes are as follows:

●	Revenue increased to $87,618 (2020 - $24,948) due to an increase in HealthTab™ systems deployed and tests sold. Gross profit increased to $21,204 (2020 - $15,260).

●	Share-based compensation of $486,622 (2020 - $10,028) was recognized for stock options granted, vested, and repriced during the period.

●	Consulting fees of $287,275 (2020 - $137,323) increased due to increase in consultant engagements for business development and the bonus awarded to the CTO.

●	Professional fees of $141,384 (2020 - $102,949) increased mainly due to the bonus awarded to the CFO.

●	Marketing and communications expenses increased to $253,917 (2020 - $29,601) mainly due to implementation of shareholder communication and awareness programs.

●	Finance cost of $38,438 (2020 - $113,164) includes interest and accretion expense on loans. The decrease is due to repayment of loans.

●	General and administrative expenses increased to $133,020 (2020 - $82,563) mainly to due to increases in insurance expense, office maintenance, and filing fees.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

The Company incurred comprehensive loss of $439,311 for the three months ended September 30, 2021 (2020 - $206,789).

Significant changes are as follows:

●	Revenue increased to $75,104 (2020 - $8,082) due to an increase in HealthTab™ systems deployed and tests sold. Gross profit increased to $20,555 (2020 - $4,757).

●	Share-based compensation of $74,722 (2020 - $10,028) was recognized for stock options granted, vested, and repriced during the period.

●	Consulting fees of $98,075 (2020 - $39,823) increased due to increase in consultant engagements for business development.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 29, 2021

●	Management fees of $37,500 (2020 - $67,500) decreased due to resignation of the former President.

●	Marketing and communications expenses increased to $168,860 (2020 - $3,080) mainly due to implementation of shareholder communication and awareness programs.

●	Finance cost of $nil (2020 - $46,071) includes interest and accretion expense on loans. The decrease is due to repayment of loans.

●	General and administrative expenses increased to $38,029 (2020 - $20,045) mainly to due to increases in rent expense, office maintenance, and regulatory expense.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s operations have been financed through the issuance of common shares. Management anticipates that additional financings or capital requirements to fund the current commercial operations and working capital will be required to grow the business to a sustainable level.

Cash flows

	Nine months ended September 30,
Sources and Uses of Cash:	2021			2020
		$			$
Cash used in operating activities		(960,086	)		(870,811	)
Cash used in investing activities		(126,018	)		-
Cash provided by financing activities		3,007,854			895,120
Cash and Cash Equivalents, closing balance		2,224,465			38,108

There is an overall cash inflow of $1,921,750 for the period ended September 30, 2021 compared to $24,309 in comparable period in 2020.

Funding Requirements

Management devotes financial resources to the Company’s operations, sales and commercialization efforts, regulatory approvals and business development. The Company will require cash to support working capital.

The future funding requirements will depend on many factors including:

●	the extent to which we will be commercially successful in launching HealthTab™,

●	the size, cost and effectiveness of our sales and marketing programs, distribution and marketing arrangements,

●	the ability of the Company to raise capital through the issuance of its securities.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 29, 2021

As at September 30, 2021, the Company had a working capital of $2,206,056 (December 31, 2020 – deficit of $714,044). We believe that our cash on hand, the expected future cash inflows from revenues, net proceeds from the warrants exercised, if any, may be sufficient to finance our working capital within the next twelve months. If our existing cash resources together with the cash we generate from the sales of our products are insufficient to fund our working capital, operational needs, we may need to sell additional equity or debt securities or seek additional financing through other arrangements.

RELATED PARTY TRANSACTIONS

For the three and nine months ended September 30, 2021 and 2020, the Company recorded the following transactions with related parties:

a)	$37,500 and $112,500 in management fees (2020 - $37,500 and $112,500) to the Chief Executive Officer of the Company along with a bonus award of $nil and $35,000 (2020 - $nil and $nil).

b)	$nil and $20,000 in management fees to the former President and Chief Executive Officer of the Company (2020 - $30,000 and $90,000).

c)	$30,000 and $90,000 in professional fees (2020 - $30,000 and $90,000) to a company controlled by the Chief Financial Officer of the Company along with a bonus award of $nil and $30,000 (2020 - $nil and $nil).

d)	$30,000 and $90,000 in consulting fees (2020 - $30,000 and $90,000) to the Chief Technology Officer of the Company along with a bonus award $nil and $35,000 (2020 - $nil and $nil).

Related party transactions not otherwise described in the consolidated financial statements are shown below. The remuneration of the Company’s directors and other members of key management, who have the authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, consist of the following:

	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
		$		$		$		$
Consulting fees		30,000		30,000		125,000		90,000
Management fees		37,500		67,500		167,500		202,500
Professional fees		30,000		30,000		120,000		90,000
Share-based compensation		-		8,662		264,393		8,662
		97,500		136,162		676,893		391,163

There were no amounts due to related parties as at September 30, 2021 and December 31, 2020.

SUBSEQUENT EVENTS

a) The Company issued 1,519,000 common shares upon exercise of warrants for gross proceeds of $227,850

b) 4,306,000 warrants with exercise price of $0.15 expired unexercised

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 29, 2021

DISCLOSURE OF OUTSTANDING SHARE DATA

The following table summarizes the Company’s outstanding share capital as at report date:

Common Shares			98,535,316
Stock Options			7,880,000
Stock Warrants			18,781,066

COMMITMENTS AND AGREEMENTS

Loans payable

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Our consolidated financial statements are prepared in accordance with IFRS. These accounting principles require the Company’s management to make estimates, judgments and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes to the consolidated financial statements. The Company’s management reviews these estimates and underlying judgments on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the year in which the estimates are revised. Actual results may differ from these estimates under different assumptions or conditions. Significant areas requiring management estimates include accounting for amounts recorded in connection recoverability of inventories, reporting of revenue recognition, bad debt and doubtful accounts, income taxes, accounting for stock-based compensation expense, and commitments and contingencies.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 29, 2021

The significant accounting policies that we believe are the most critical in fully understanding and evaluating our reported financial results include revenue recognition, stock-based compensation and fair value measurements of financial instruments. These and other significant accounting policies are described more fully in Note 2 and 3 of our annual consolidated financial statements for the year ended December 31, 2020.

Inventory valuation

Revenue recognition

The Company recognizes revenue to depict the transfer of promised goods and services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services by applying the following steps:

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

Revenue may be earned over time as the performance obligations are satisfied or at a point in time which is when the entity has earned a right to payment, the customer has possession of the asset and the related significant risks and rewards of ownership, and the customer has accepted the asset.

The Company’s arrangements with clients can include multiple performance obligations. When contracts involve various performance obligations, the Company evaluates whether each performance obligation is distinct and should be accounted for as a separate unit of accounting under IFRS 15, Revenue from Contracts with Customers. Judgment may be required when allocating revenue or discounts on sales amongst the various elements in a sale involving multiple deliverables.

Share-based payments

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 29, 2021

FINANCIAL INSTRUMENTS AND RISKS

Operational Risk Factors

Limited Operating History

There is no assurance that Avricore will earn profits in the future, or that profitability will be sustained. Operating in the pharmaceutical and biotechnology industry requires substantial financial resources, and there is no assurance that future revenues will be sufficient to generate the funds required to continue AVRICORE business development and marketing activities. In case AVRICORE does not have sufficient capital to fund its operations, the management may be required to restructure the operations.

Going concern

The assessment of the Company’s ability to execute its strategy by funding future working capital requirements involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will continue in operations for the foreseeable future and be able to realize assets and satisfy liabilities in the normal course of business. The Company has always experienced operating losses and negative operating cash flows. Operations have been funded by the issuance of share capital. These conditions may cast substantial doubt on the Company’s ability to continue as a going concern.

Development of Technological Capabilities

The market for Avricore’s products is characterized by changing technology and continuing process development. The future success of Company’s business will depend in large part upon our ability to maintain and enhance the Company’s technological capabilities, develop and market products and services which meet changing customer needs and successfully anticipate or respond to technological changes on a cost effective and timely basis. Although we believe that Company’s operations provide the products and services currently required by our customers, there can be no assurance that the Company’s process development efforts will be successful or that the emergence of new technologies, industry standards or customer requirements will not render Avricore’s products or services uncompetitive. If Avricore needs new technologies and equipment to remain competitive, the development, acquisition and implementation of those technologies and equipment may require us to make significant capital investments.

Dependence on Key Personnel

We are dependent to a large extent upon the continued services of our senior management team and other key employees such as sales and technical personnel. There is intense competition for skilled employees and our failure to recruit, train and retain such employees could have an adverse effect on our business, financial condition or operating results.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 29, 2021

Financial Instruments and Risk Management

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and asset acquisition liability. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities. The Company has exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments.

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board has implemented and monitors compliance with risk management policies.

Credit risk

Approximately 83% of trade receivables are due from one customer at September 30, 2021 (December 31, 2020 — 45% from one customer).

As at September 30, 2021 and December 31, 2020, the allowance for doubtful accounts receivable was $nil.

Liquidity risk

The Company monitors its spending plans, repayment obligations and cash resources, and takes actions with the objective of ensuring that there is sufficient capital in order to meet short-term business requirements. To facilitate its expenditure program, the Company raises funds primarily through public equity financing. The Company anticipates it will have adequate liquidity to fund its financial liabilities through future equity contributions. As at September 30, 2021, the Company’s financial liabilities were comprised of accounts payable and accrued liabilities, deferred revenue, and loans payable of $197,871 (December 31, 2020 - $1,154,131).

Currency risk

Interest rate risk

14 | Page

Avricore Health Inc.

Management’s Discussion and Analysis

as of November 29, 2021

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements, which would require disclosure.

CONTACT

Officers and Directors		Contact

Hector Bremner, CEO, Director		Avricore Health Inc.

Kiki Smith, CFO		PO BOX 49114
		Suite 3500, 1055 Dunsmuir St.
David Hall, Chairman		Vancouver, BC V7X 1H7

Rodger Seccombe, CTO, Director		Tel: 604 773-8943

Alan Amstein, Director

David Farnfield, Director

Dr. Robert Sindelar, Director

15 | Page

EX-5 6 ex5.htm

Exhibit 5

HEALTHTAB™ TO OFFER ABBOTT’S i-STAT ALINITY™

EXPANDING CHRONIC DISEASE TESTING TO SELECT

COMMUNITY PHARMACIES IN CANADA

VANCOUVER, BC – (GLOBE NEWSWIRE) – November 23, 2021 – Avricore Health Inc. (TSXV: AVCR, OTC: AVCRF) (“Avricore Health” or the “Company”) is pleased to announce the signing of a non-exclusive, pilot supplier distribution agreement in Canada between HealthTab™ Inc., a wholly owned subsidiary, and Abbott, the global healthcare company, with respect to the handheld blood chemistry analyzer, i-STAT Alinity.

The agreement allows HealthTab to distribute Abbott’s point-of-care i-STAT Alinity and its associated tests for creatinine in Canadian pharmacies to better support patients with important information about their renal function.

“Understanding renal function in patients at risk from or already living with chronic disease is critical,” said Hector Bremner, CEO of Avricore Health. “With i-STAT Alinity and its associated test for creatinine, healthcare professionals can obtain results in approximately two minutes to detect elevated levels of creatinine that are associated with abnormal renal function.”

Bringing high-quality point-of-care testing to pharmacists, HealthTab deployed Afinion 2 in select Shoppers Drug Mart pharmacies earlier this year as part of an initiative to screen for and support patients living with diabetes. Also available as part of the in-pharmacy platform is Abbott’s ID NOW product, a molecular point-of-care instrument offering real-time detection of viruses, including COVID-19, RSV and influenza.

About HealthTab™

HealthTab™ is a turnkey point-of-care testing solution that combines best-in-class point-of-care technologies with a secure, cloud-based platform for tackling pressing global health issues. With just a few drops of blood from a finger prick, the system generates lab-accurate results on the spot and data is reported in real time. The test menu includes up to 23 key biomarkers for screening and managing chronic diseases, such as diabetes and heart disease (e.g., HbA1c, Lipid Profile, eGFR). HealthTab™ has also recently added capabilities for bacterial and viral tests, such as strep and COVID-19.

The HealthTab™ network model is unlike anything in pharmacy today. It gives knowledgeable and trusted pharmacists a greater role in primary care delivery, while empowering patients to take more control of their health. It also reduces costs and waiting times and provides many potential revenue streams including equipment leasing & consumables, direct access testing, disease prevention & management programs, sponsored health programs, decentralized clinical trials, real world data (RWD) sets, and third-party app integration through API.

About Avricore Health Inc.

Avricore Health Inc. (TSXV: AVCR) is a pharmacy service innovator focused on acquiring and developing early-stage technologies aimed at moving pharmacy forward. Through its flagship offering HealthTab™, a wholly owned subsidiary, the company’s mission is to make actionable health information more accessible to everyone by creating the world’s largest network of rapid testing devices in community pharmacies.

Contact:

Avricore Health Inc.

Hector Bremner, CEO 604-773-8943
info@avricorehealth.com

www.avricorehealth.com

Cautionary Note Regarding Forward-Looking Statements

Information in this press release that involves Avricore Health’s expectations, plans, intentions or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. Avricore Health generally uses words such as “outlook,” “will,” “could,” “would,” “might,” “remains,” “to be,” “plans,” “believes,” “may,” “expects,” “intends,” “anticipates,” “estimate,” “future,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming,” and similar expressions to help identify forward-looking statements. In this press release, forward-looking statements include statements regarding: the completion of the placement and the expected timing thereof and the Company’s expected use of proceeds from the placement; the unique features that the HealthTab™ platform offers to pharmacists and patients. Forward-looking statements reflect the then-current expectations, beliefs, assumptions, estimates and forecasts of Avricore Health’s management. The forward-looking statements in this press release are based upon information available to Avricore Health as of the date of this press release. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees of the future performance of Avricore Health and are subject to a number of risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations, including without limitation: failure to meet regulatory requirements; changes in the market; potential downturns in economic conditions; and other risk factors described in Avricore’s public filings. These forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.

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

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