Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

Share Name	Share Symbol	Market	Type
Avricore Health Inc (QB)	USOTC:AVCRF	OTCMarkets	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	-0.008	-16.19%	0.0414	0.0333	0.05	0.0414	0.0414	0.0414	160,000	21:30:13

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, 2024.

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	News Release- Fast50 Companies	2024-11-06
2	News Release-Unlock Growth	2024-11-14
3	Interim Financial Statements	2024-11-28
4	Interim MD&A	2024-11-28
5	Certification of interim Filings-CEO	2024-11-28
6	Certification of interim filings-CFO	2024-11-28
7	News Release-Corporate Update	2024-11-29

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: December 05, 2024	By	“Kiki Smith”
		Kiki Smith
		Chief Financial Officer

SEC1815(04-09)

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

Exhibit 1

AVRICORE HEALTH RECOGNIZED IN DELOITTE’S 2024 TECHNOLOGY FAST 50Ô COMPANIES TO WATCH

Vancouver, BC — November 6, 2024 — Avricore Health Inc. (TSX-V: AVCR), a leader in pharmacy-based health technology solutions, proudly announces its placement in Deloitte Canada’s 2024 Technology Fast 50™ Companies-to-Watch category, securing the 8th position with an impressive growth rate of 2738%. This award acknowledges Avricore’s pioneering work in real-time data and health testing through its platform, HealthTab™, which empowers pharmacies to support patient health outcomes effectively.

“We are thrilled to be recognized in Deloitte’s Fast 50,” said Hector Bremner, CEO of Avricore “This is a testament to our team’s dedication to advancing accessible health solutions and strengthening pharmacy services in Canada.”

The Deloitte Technology Fast 50™ program highlights Canada’s innovation leaders driving growth and transformation across technology sectors. The award amplifies Avricore’s commitment to delivering exceptional, patient-centered care and advancing digital health solutions.

For more information on Deloitte’s Fast 50 and to see a full list of winners, click here.

HealthTab™ Market Fast Facts

	●	Point of Care Testing Market to reach $93.21 Billion USD in 2030 (Source)
	●	Nearly 13.6 Million Canadians expected to be diabetic or prediabetic by 2030, with many undiagnosed (Source)
	●	Over 1 in 3 Americans, approximately 88 million people, have pre-diabetes (Source)
	●	Close to 160,000 Canadians 20 years and older are diagnosed with heart disease each year, often it’s only after a heart attack they are diagnosed. (Source)
	●	There are more that 10,000 pharmacies in Canada, 88,000 pharmacies in the US, nearly 12,000 in the UK.

About HealthTab™

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

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

About Avricore Health Inc.

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

Contact:

Avricore Health Inc.

Hector Bremner, CEO 604-773-8943

info@avricorehealth.com

www.avricorehealth.com

Cautionary Note Regarding Forward-Looking Statements

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

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

Exhibit 2

Avricore Health Refocuses Strategy to Unlock Growth Potential

VANCOUVER, British Columbia, November 14, 2024 - Avricore Health Inc. (TSX-V: AVCR) (“Avricore” or the “Company”), a leader in pharmacy-based point-of-care testing solutions, today announces a strategic shift to increase its focus on the rapidly expanding UK healthcare market and begin concluding its Canadian pharmacy partnership with Shoppers Drug Mart.

This shift in market development builds on the UCL Partners announcement of its rapid cholesterol initiative in community pharmacies in North East London.

Key Business Update:

	●	Shoppers Drug Mart existing program to wind down over a multi-month transition period, ending March 30, 2025

	●	Continuing growth strategy execution with Canadian pharmacy customers such as Rexall throughout 2025

	●	Advancing ongoing business development initiatives and discussions to expand within domestic and international markets

	●	Strategic plan to redeploy assets to UK market, where NHS investment in pharmacy services exceeds CAD$1 billion

	●	Initial UK deployment has already commenced with UCL Partners in North East London

	●	Strong cash position maintained to support market expansion

“While the conclusion of our Shoppers Drug Mart relationship represents the end of a chapter, it has accelerated our focus on the UK market where we see significantly greater potential for HealthTab™,” said Hector Bremner, CEO of Avricore Health. “The NHS’s massive investment in pharmacy services, combined with their integrated health system and commitment to preventative care, presents an opportunity that far exceeds what we could achieve in the Canadian market. Our early traction in London demonstrates the strategic value of this pivot.”

HealthTab™ has proven that it can rapidly scale nationally and elevate patient and practitioner experience with point-of-care testing in community pharmacy. It has also proven that the pharmacy practice and patient benefit greatly from its utilization, by making it easy to scale rapid screening and early diagnosis related to chronic disease.

During screening periods in Canada, thousands of patients were screened and received valuable interventions in their care, improving patient outcomes. For example, up to 19% of patients tested during one period presented with elevated A1c levels which indicated undiagnosed pre-diabetes or diabetes, with 6% being undiagnosed diabetics.

Further to this, heart disease was also commonly identified through HealthTab™, allowing pharmacists to engage the patient in a new treatment plan, which both realized untapped opportunity for the pharmacy to serve a patient and cost savings to public health by reducing the risks associated with a major event, such as heart attack or stroke.

On October 11, the NHS Confederation, who represent NHS providers with over 1.5 million staff, caring for more than 1 million patients a day and control £150 billion of public expenditure, released their report measuring return on investment (ROI) for healthcare expenditures. The report listed community based cardiovascular disease screening and prevention as one of the best ROI’s at £7.52 per £1 invested after five years, further stating that “Implementing community pharmacies to aid in the detection of cardiovascular disease provided the quickest return, within one year.”

The Company, armed with the learnings from its significant scale up in Canada, is more confident than ever in HealthTab’s bright future. It is focused on expanding in international markets which have the most supportive policies and resources, like the UK, and are actively working to grow global market share. With a solid plan, sufficient runway, and strategic assets, the Company is well-equipped to meet the challenges and opportunities ahead.

UK Market Opportunity

The timing of this strategic shift aligns with unprecedented investment in UK pharmacy services:

	●	£645 million NHS commitment to Pharmacy First program

	●	Standardized electronic health records integration across all NHS services

	●	National focus on preventative healthcare and reducing health inequalities

	●	Pharmacy-based screening programs showing strong patient uptake

Initial UK Implementation

The Company’s first UK deployment in North East London pharmacies targets an area with significant cardiovascular disease burden and demonstrates the HealthTab™ platform’s potential for rapid scaling:

	●	Partnership with UCL Partners, one of the world’s leading academic health science centers

	●	Integration with NHS pathways and systems

	●	Focus on areas with highest preventable disease burden

	●	Strong support from local health authorities and pharmacy leadership

Financial Position and Forward Strategy

Avricore maintains a solid financial foundation to execute this strategic pivot:

	●	Five-month transition period with Shoppers Drug Mart ensures operational continuity

	●	Cash position remains strong to support UK market entry

	●	Actively pursuing additional pharmacy partnerships in multiple markets

	●	Evaluating complementary strategic opportunities

“The UK healthcare system’s integrated approach and commitment to pharmacy-based services makes it an ideal market for HealthTab™,” added Mr. Bremner. “Our technology platform, proven through our Canadian operations, positions us to capture this larger opportunity and create significant value for patients, pharmacies, and shareholders.”

Investor Call Details

The Company will host a conference call via Zoom on November 18th at 2pm PT to discuss this strategic pivot and provide additional details on its UK growth strategy.

For an invite to the call, please email: investor@avricorehealth.com

Reference Links:

UCL Partners Program Announcement: https://uclpartners.com/news-item/new-rapid-cholesterol-test-is-launched-in-north-east-london-pharmacies/

NHS Confederation ROI Report: https://pharmaceutical-journal.com/article/news/pharmacist-led-cardiovascular-disease-interventions-provide-highest-return-on-investment-says-nhs-report

HealthTab™ Market Fast Facts

	●	Point of Care Testing Market to reach $93.21 Billion USD in 2030 (Source)

	●	Nearly 13.6 Million Canadians expected to be diabetic or prediabetic by 2030, with many undiagnosed (Source)

	●	Over 1 in 3 Americans, approximately 88 million people, have pre-diabetes (Source)

	●	Close to 160,000 Canadians 20 years and older are diagnosed with heart disease each year, often it’s only after a heart attack they are diagnosed (Source)

	●	There are more that 10,000 pharmacies in Canada, 88,000 pharmacies in the US, nearly 12,000 in the UK

About HealthTab™

About Avricore Health Inc.

Contact:

Avricore Health Inc.

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

www.avricorehealth.com

Cautionary Note Regarding Forward-Looking Statements

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

Exhibit 3

Avricore Health Inc.

Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

Notice to Reader

Management has prepared the unaudited condensed interim consolidated financial statements for Avricore Health Inc. (the “Company”) in accordance with National Instrument 51-102 released by the Canadian Securities Administration. The Company discloses that its auditors have not reviewed the unaudited condensed interim consolidated financial statements for the period ended September 30, 2024 and 2023.

Avricore Health Inc.

Condensed Interim Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

	Note	Unaudited September 30, 2024			Audited December 31, 2023
		$			$
ASSETS

Current Assets
Cash and cash equivalents			780,515			276,571
Term deposit			10,000			10,000
Accounts receivable	4		577,166			427,689
Prepaid expenses and deposits	5		35,758			38,625
Inventory			-			20,676
			1,403,439			773,561

Equipment	6		1,565,079			1,717,995
Intangible assets	7		55,585			46,649
Total Assets			3,024,103			2,538,205

LIABILITIES

Current Liabilities
Accounts payable and accrued liabilities	8		535,371			489,218
Loans payable	9		-			40,000
			535,371			529,218

SHAREHOLDERS’ EQUITY
Share capital	10		27,282,554			27,186,114
Reserves	10		6,898,194			6,558,433
Deficit			(31,692,016	)		(31,735,560	)
			2,488,732			2,008,987
Total Liabilities and Shareholders’ Equity			3,024,103			2,538,205

Nature of operations and going concern (Note 1)

Subsequent events (Note 18)

Approved and authorized for issuance on behalf of the Board of Directors on November 28, 2024.

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

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

Avricore Health Inc.

Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Loss)

For the three and nine months ended September 30, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

		Three months ended September 30						Nine months ended September 30
	Note	2024			2023			2024			2023
		$			$			$			$

Revenue			1,195,122			953,454			3,364,635			2,130,744

Cost of sales			(760,331	)		(691,676	)		(2,074,278	)		(1,428,814	)
Gross profit			434,791			261,778			1,290,357			701,930

Expenses
Amortization	6 & 7		729			667			2,188			1,760
Consulting	12		84,000			54,000			192,000			182,117
General and administrative	11		78,519			79,720			314,923			266,158
Management Fees	12		54,000			54,000			162,000			162,000
Shareholder communications			19,436			15,755			56,328			99,440
Professional fees	12		35,013			37,808			158,219			191,534
Share-based compensation	10 & 12		338,089			304,328			367,151			560,847
			(609,786	)		(546,278	)		(1,252,809	)		(1,463,856	)
Other income (expense)
Gain on settlement of debt	9		-			-			10,000			-
Interest income			9			9			202			2,388
Foreign exchange loss			(4,029	)		(571	)		(4,206	)		(1,261	)
Net profit / (loss) for the period			(179,015	)		(285,062	)		43,544			(760,799	)
Other comprehensive loss:
Foreign currency translation			(50	)		-			(50	)		-
Comprehensive income / (loss) for the period			(179,065	)		(285,062	)		43,494			(760,799	)
Basic and Diluted Earning / (Loss) Per Share			(0.00	)		(0.00	)		0.00			(0.01	)
Weighted Average Number of Common Shares Outstanding
Basic			100,397,979			99,644,664			100,004,664			99,523,785
Diluted			100,397,979			99,644,664			104,689,664			99,523,785

Segmented information (Note 14)

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

Avricore Health Inc.

Condensed Interim Consolidated Statements of Changes in Shareholder’s Equity

For the nine months ended September 30, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

	Number of Shares		Share Capital		Warrant Reserve		Option Reserve			Foreign currency translation			Deficit			Total
			$		$		$			$			$			$
Balance, December 31, 2022		99,244,664		27,064,727		901,229		5,032,479			-			(31,034,345	)		1,964,090
Exercise of options		400,000		121,387		-		(78,887	)		-			-			42,500
Share-based compensation		-		-		-		560,847			-			-			560,847
Net loss for the period		-		-		-		-			-			(760,799	)		(760,799	)
Balance, September 30, 2023		99,644,664		27,186,114		901,229		5,514,439			-			(31,795,144	)		1,806,638
Balance, December 31, 2023		99,644,664		27,186,114		901,229		5,657,204			-			(31,735,560	)		2,008,987
Exercise of options		1,295,000		96,440		-		(27,340	)		-			-			69,100
Share-based compensation		-		-		-		367,151			-			-			367,151
Other comprehensive loss		-		-		-		-			(50	)		-			(50	)
Net profit for the period		-		-		-		-			-			43,544			43,544
Balance, September 30, 2024		100,939,664		27,282,554		901,229		5,997,015			(50	)		(31,692,016	)		2,488,732

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

Avricore Health Inc.

Condensed Interim Consolidated Statements of Cash Flows

For the nine months ended September 30, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

	2024			2023
	$			$
Operating Activities
Net profit (loss)		43,544			(760,799	)
Adjustment for non-cash items:
Amortization		336,955			287,590
Share-based payments		367,151			560,847
Gain on settlement of debt		(10,000	)		-

Change in working capital items:
Accounts receivable		(149,477	)		309,226
Inventory		20,676			-
Prepaid expenses and deposits		2,867			(26,069	)
Deferred revenue		-			(252,000	)
Accounts payable and accrued liabilities		46,153			293,605
Net cash provided by operating activities		657,869			412,400

Investing Activities
Intangible assets		(17,225	)		(7,651	)
Purchase of equipment		(175,750	)		(678,245	)
Net cash used in investing activities		(192,975	)		(685,896	)

Financing Activities
Proceeds from exercise of stock options		69,100			42,500
Loan repaid		(30,000	)		-
Net cash provided by financing activities		39,100			42,500

Increase / (Decrease) in cash and cash equivalents		503,994			(230,996	)
Effects of foreign exchange translation on cash and cash equivalents		(50	)		-
Cash and cash equivalents, beginning of period		276,571			620,527
Cash and cash equivalents, end of period		780,515			389,531

Supplemental cash flow information (Note 15)

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

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

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

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

The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operations for the foreseeable future and be able to realize assets and satisfy liabilities in the normal course of business. The Company has historically experienced operating losses and negative operating cash flows. As at September 30, 2024, the Company has an accumulated deficit of $31,692,016 and working capital of $868,068 which is sufficient to finance the Company’s operations over the next twelve months. These conditions indicate the existence of material uncertainty that 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 and/or raise additional financing to cover ongoing cash requirements. The condensed interim consolidated financial statements do not reflect any adjustments, which could be material, to the carrying values of assets and liabilities, which may be required should the Company be unable to continue as a going concern.

2. BASIS OF PRESENTATION

a) Statement of Compliance

The condensed interim consolidated financial statements for the period ended September 30, 2024 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, 2023. 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, 2023.

b) Basis of preparation

The condensed interim consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The significant accounting policies are presented in Note 3 of the annual consolidated financial statements for the year ended December 31, 2023 and have been consistently applied in each of the periods presented. The condensed interim consolidated financial statements are presented in Canadian dollars, which is also the Company’s and its subsidiary’s functional currency, unless other indicated.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

2. BASIS OF PRESENTATION (continued)

b) Basis of preparation (continued)

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

c) Basis of consolidation

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 condensed interim consolidated statements of operations and comprehensive loss from the date on which control commences. Where control of an entity ceases during a financial year, its results are included for that part of the year during which control exists.

These condensed interim consolidated financial statements include the accounts of the Company and its controlled wholly owned Canadian subsidiary HealthTab™ Inc and United Kingdom subsidiary HealthTab™ Inc.

3. SUMMARY OF MATERIAL ACCOUNTING POLICIES

Significant accounting estimates and judgments

Share-based payments

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

The fair value of equity-settled awards is determined at the date of the grant using the Black-Scholes option pricing model. For equity-settled awards to non-employees, the fair value is measured at each vesting date. The estimate of warrant and option valuation also requires determining the most appropriate inputs to the valuation model, including the volatility, expected life of warrants and options, risk free interest rate and dividend yield. Management must also make significant judgments or assessments as to how financial assets and liabilities are categorized.

Estimation of useful lives of equipment and software

Amortization of equipment and software is dependent upon estimates of their useful lives. The actual lives of the assets are assessed annually and may vary depending on a number of factors. In reassessing asset lives, factors such as technological innovation, product lifecycles, and maintenance are taken into account.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

3. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

Significant accounting estimates and judgments (continued)

Judgements

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

Revenue recognition

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

Deferred income taxes

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

Going concern

Management has applied judgements in the assessment of the Company’s ability to continue as a going concern when preparing these financial statements. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. The factors considered by management are disclosed in Note 1.

4. ACCOUNTS RECEIVABLE

The Company’s accounts receivable consists of the following:

	September 30, 2024		December 31, 2023
	$		$
Trade receivables		568,718		420,998
GST receivable		8,448		6,691
		577,166		427,689

5. PREPAID EXPENSES AND DEPOSITS

The balance consists of prepaid expenses to vendors of $23,758 (December 31, 2023 - $16,889), prepaid business insurance of $nil (December 31, 2023 - $9,736) and security deposits of $12,000 (December 31, 2023 - $12,000).

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

6. EQUIPMENT

	Equipment
	$
Cost
Balance, December 31, 2022		1,298,703
Additions		1,021,572
Balance, December 31, 2023		2,320,275
Additions		175,750
Balance, September 30, 2024		2,496,025

Accumulated Amortization
Balance, December 31, 2022		190,712
Amortization		411,568
Balance, December 31, 2023		602,280
Amortization		328,666
Balance, September 30, 2024		930,946

Carrying value
As at December 31, 2023		1,717,995
As at September 30, 2024		1,565,079

Equipment is comprised primarily of assets leased to earn revenues.

7. INTANGIBLE ASSETS

	Software		HealthTab™		Corozon		Emerald		Total
	$		$		$		$		$
Cost
Balance, December 31, 2022		40,177		1		1		1		40,180
Additions		25,288		-		-		-		25,288
Balance, December 31, 2023		65,465		1		1		1		65,468
Additions		17,225		-		-		-		17,225
Balance, September 30, 2024		82,690		1		1		1		82,693

Accumulated Amortization
Balance, December 31, 2022		10,319		-		-		-		10,319
Amortization		8,500		-		-		-		8,500
Balance, December 31, 2023		18,819		-		-		-		18,819
Amortization		8,289		-		-		-		8,289
Balance, September 30, 2024		27,108		-		-		-		27,108

Carrying value
As at December 31, 2023		46,646		1		1		1		46,649
As at September 30, 2024		55,582		1		1		1		55,585

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

	September 30, 2024		December 31, 2023
	$		$
Trade accounts payable		474,912		428,677
GST payable		60,459		60,541
		535,371		489,218

9. LOANS PAYABLE

During the year ended December 31, 2020, the Company received a Canada Emergency Business Account loan of $40,000 to be repaid on or before December 31, 2024. The loan was interest-free until January 18, 2024. In January 2024, the Company repaid the loan principal of $30,000 and received loan forgiveness of $10,000, recorded as gain on settlement of debt.

10. SHARE CAPITAL

Authorized share capital

Authorized: Unlimited number of common shares without par value.

Issued share capital

During the period ended September 30, 2024:

The Company issued 1,295,000 common shares upon exercise of stock options for gross proceeds of $96,440.

During the year ended December 31, 2023:

The Company issued 400,000 common shares upon exercise of stock options for gross proceeds of $42,500.

Stock options

The Company has adopted a fixed up to 20% incentive share purchase option plan under the rules of the Exchange pursuant to which it is authorized to grant options to acquire up to 19,970,000 common shares of the Company to executive officers, directors, employees and consultants. The options can be granted for a maximum term of ten years and generally vest either immediately or in specified increments of up to 25% in any three-month period.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

10. 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, 2024					Year ended December 31, 2023
	Number of Options			Weighted Average Exercise Price		Number of Options			Weighted Average Exercise Price
Beginning Balance		10,350,000		$	0.17		8,635,000		$	0.14
Options granted		3,661,000		$	0.28		2,365,000		$	0.26
Expired/Cancelled		(66,000	)	$	0.10		(250,000	)	$	0.17
Exercised		1,295,000		$	0.05		(400,000	)	$	0.11
Ending Balance		12,650,000		$	0.21		10,350,000		$	0.17
Exercisable		9,829,250		$	0.19		9,132,250		$	0.17

The following table summarizes information about stock options outstanding and exercisable as at September 30, 2024:

Exercise Price		Expiry date	Options
			Outstanding		Exercisable
$	0.05	October 15, 2024		400,000		400,000
$	0.08	November 18, 2025		500,000		500,000
$	0.08	December 8, 2025		710,000		710,000
$	0.19	January 28, 2026		150,000		150,000
$	0.25	March 22, 2026		1,800,000		1,800,000
$	0.15	August 10, 2027		2,675,000		2,675,000
$	0.15	August 12, 2027		100,000		100,000
$	0.16	October 12, 2027		300,000		300,000
$	0.28	May 15, 2028		1,814,000		1,814,000
$	0.20	June 21, 2028		400,000		400,000
$	0.20	September 15, 2028		140,000		140,000
$	0.18	July 01, 2029		150,000		37,500
$	0.18	July 01, 2029		150,000		37,500
$	0.29	August 30, 2029		3,361,000		765,250
				12,650,000		9,829,250

The weighted average remaining life of the stock options outstanding at September 30, 2024 is 3.14 years (December 31, 2023: 2.84 years).

Share-based compensation

Share-based compensation of $338,089 and $367,151 was recognized during the three and nine months ended September 30, 2024 (2023 - $304,328 and $560,847), respectively, for stock options granted and/or vested 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.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

10. SHARE CAPITAL (continued)

Share-based compensation (continued)

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

	2024			2023
Expected life		5 years			3.30 years
Volatility		127%-129	%		134% - 174	%
Dividend yield		0	%		0	%
Risk-free interest rate		3.03%-3.61	%		3.28% - 4.20	%

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

There were no warrants outstanding at September 30, 2024 and December 31, 2023.

Fair value of the finder’s warrants granted is measured using the Black-Scholes pricing model. Black-Scholes pricing models require the use of highly subjective estimates and assumptions, including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates.

11. GENERAL AND ADMINISTRATIVE EXPENSES

	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
	$		$		$		$
Bank service charges		1,634		1,930		9,229		4,796
Filing and registration fees		12,255		12,172		27,864		53,130
Insurance		22,213		24,261		70,888		68,551
Office maintenance		10,878		10,349		30,987		35,794
Payroll		18,766		18,759		56,458		51,813
Regulatory fees		243		-		867		7,286
Rent		8,400		4,500		18,700		13,500
Travel		880		7,749		90,180		31,288
Warranty expense		3,250		-		9,750		-
		78,519		79,720		314,923		266,158

12. RELATED PARTY TRANSACTIONS

For the three and nine months ended September 30, 2024 and 2023, the Company recorded the following transactions with related parties:

a)	$5,400 and $9,700 in office rent (2023 – $1,500 and $4,500) to a company controlled by the Chief Technology Officer of the Company.

b)	$3,000 and $9,000 in office rent (2023 – $3,000 and $9,000) to a company controlled by the Chief Financial Officer of the Company.

c)	$117,448 and $317,978 worth of purchases (2023 - $79,745 and $231,393) to a company controlled by the Chief Technology Officer of the Company.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

12. RELATED PARTY TRANSACTIONS (continued)

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

Type of transaction	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
	$		$		$		$
Consulting fees		54,000		54,000		162,000		162,000
Management fees		54,000		54,000		162,000		162,000
Professional fees		32,100		32,100		96,300		96,300
Share-based compensation		248,882		-		269,597		209,815
		388,982		140,100		689,897		630,115

At September 30, 2024, $130,517 was due to a company controlled by the Chief Technology Officer for the services availed ( December 31, 2023 - $nil).

13. CAPITAL DISCLOSURES

The Company includes Common shares, Options reserve and Warrants reserve in the definition of capital net of share issue costs. The Company’s objective when managing capital is to maintain sufficient cash resources to support its day-to-day operations. The availability of capital is solely through the issuance of the Company’s common shares. The Company intends to issue additional equity at such time when funds are needed and the market conditions become favorable to the Company. There are no assurances that funds will be made available to the Company when required. The Company makes every effort to safeguard its capital and minimize its dilution to its shareholders.

The Company is not subject to any externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the period ended September 30, 2024.

14. SEGMENTED INFORMATION

At September 30, 2024 and December 31, 2023, the Company has only one segment, being the HealthTab™ - Point of Care Business in Canada.

Revenue from the major customer was $1,158,444 and $3,327,957 during the three and nine months period ended September 30, 2024 (2023 - $953,454 and $1,852,851). The major customer purchases goods and services from the Company’s only segment HealthTab™ - Point of Care Business. The agreement with the major customer will expire on March 31, 2025. The loss of this major customer could significantly impact on the Company’s revenue and financial position.

15. SUPPLEMENTAL CASH FLOW INFORMATION

There were no non-cash transactions during the period ended September 30, 2024 and 2023.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

16. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

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

This note presents information about the Company’s exposure to each of the above risks and the Company’s objectives, policies and processes for measuring and managing these risks. Further quantitative disclosures are included throughout the 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 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 expected credit losses based on the credit risk applicable to particular customers and historical data.

Approximately 97% of trade receivables are due from one customer at September 30, 2024 (December 31, 2023 – 99% from one customer).

a) Liquidity risk

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

Contractual undiscounted cash flow requirements for financial liabilities as at September 30, 2024 are as follows:

	Carrying value		Contractual Cash flows		Within 1 year		1 - 5 Years
	$		$		$		$
Trade accounts payable		535,371		535,371		535,371		-
		535,371		535,371		535,371		-

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

16. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

b) Market risk

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

Currency risk

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

Interest rate risk

Interest rate risk is the risk that fair values or future cash flows will fluctuate as a result of changes in market interest rates. In respect of financial assets, the Company’s policy is to invest cash at fixed interest rates and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company is not exposed to significant interest rate risk.

c) Fair values of financial instruments

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

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

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

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

Cash and cash equivalents are measured at fair value on a recurring basis using a level 1 measurement. The carrying amounts of accounts receivable, accounts payable, and loans payable are of approximate fair value due to their short-term maturity or current market rates for similar instruments.

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

Level 3: Inputs for the asset or liability are not based on observable market data.

17. REVENUE

Revenues earned are comprised of lease and service of $596,075 and $1,740,728 (2023 –$406,119 and 1,104,326) for the three and nine months ended September 30, 2024 and sale of products of $599,047 and $1,623,907 (2023 –$547,335 and $1,026,418). For the periods ended September 30, 2024 and 2023, the Company had one major customer from whom revenues are earned. Please refer to note 14 to this financial statement for the details regarding revenue from the major customer.

18. SUBSEQUENT EVENTS

50,000 and 350,000 stock options with an exercise price of $0.05 were exercised on October 10, 2024 and October 15, 2024 respectively.

Exhibit 4

Avricore Health Inc.

Management’s Discussion & Analysis

For the three and nine months ended

September 30, 2024

Avricore Health Inc.

Management’s Discussion and Analysis

as of November 28, 2024

This Management Discussion and Analysis (“MD&A”) of Avricore Health Inc. (“AVRICORE”, the “Company”, “we”, “us” or “our”) for the period ended September 30, 2024 is prepared as of November 28, 2024. This MD&A should be read in conjunction with the unaudited condensed interim financial statements for the three and nine months ended September 30, 2024 and the audited consolidated financial statements for the years ended December 31, 2023 and the related notes thereto.

Our consolidated 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.sedarplus.ca) and on the Company’s website (www.avricorehealth.com).

FORWARD LOOKING STATEMENTS

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

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

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

2 | P a g e

Avricore Health Inc.

Management’s Discussion and Analysis

as of November 28, 2024

OVERVIEW

Avricore Health is focused on acquiring and developing early-stage technologies aimed at advancing pharmacy practice and patient care. 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 transforms pharmacies into community point-of-care diagnostic centers. HealthTab™ enables pharmacists to take on a greater role in primary health services and direct patient care. By capitalizing on the rapidly growing point-of-care testing market. HealthTab™ improves the quality of life for patients living with chronic illness and supports lifesaving early interventions by healthcare professionals.

The Company continues to achieve significant milestones as it positions itself for long-term growth and sustainable success. Through a combination of strategic geographic expansion, innovative product offerings, and strong financial performance, the Company has demonstrated its commitment to delivering value for shareholders.

POST COVID-19 ENVIRONMENT

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. Five years later the pandemic’s aftershocks continue to impact the environment in which the Company operates.

One positive outcome from the pandemic is the increased focus on real world evaluations and rapid point-of-care testing (POCT) which has brought increased attention to HealthTab™. While continuing HealthTab’s™ primary focus on general health screening it has also been adapted to support virological testing.

In 2024, it is estimated over 6 million Canadians do not have access to a family doctor, and only 29% of those who can are able to access them in a timely manner. This challenge is expected to get worse, as 29% of family doctors are planning on retiring or changing careers in the next 12 – 36 months. In the UK, only 25% of practicing physicians are GP’s, meaning on average each family doctor is expected to support almost 2,300 patients.

Pharmacy is playing a critical role in filling the gaps that have been created and in reducing healthcare expenses. By integrating a highly effective point-of-care diagnostic platform into widely-accessible community pharmacy practice settings it provides quicker clinical decision-making, identifies patients in critical need of care, reduces care management time and facilitates a closer, more impactful patient-pharmacist relationship.

HEALTHTAB™ – KEY DEVELOPMENTS

Financial Highlights:

●

In the nine months ended September 30, 2024 revenue increased by 58% year over year to $3,364,635 and gross profit increased by 84% to $1,290,357.

●

In the three months ended September 30, 2024 revenue increased by 25% year over year to $1,195,122 and gross profit increased by 66% to $434,791.

●

In the nine months ended September 30, 2024 the Company recorded net profit of $43,494 and a net increase in cash of $503,994.

3 | P a g e

Avricore Health Inc.

Management’s Discussion and Analysis

as of November 28, 2024

Growth Strategy 2025 and Beyond:

Recently, the Company announced its strategy to grow HealthTab^™ the United Kingdom — a decision aligned with the region’s robust healthcare market and significant investment in pharmacy-led services. .

Operations with Shoppers Drug Mart in Canada will conclude by March 31, 2025, allowing the redeployment of devices in Canada and the UK. This transition enhances resource efficiency and reduces upfront capital requirements for device expansion.

Because the Company expects devices to be redeployed to new locations in Canada and the UK, management estimates that the Company will not require investment in new devices for the next 12 to 18 months. It also expects cash-on-hand, expected future cash inflows from revenues, and cash savings from redeployment of devices estimated to be sufficient to finance working capital for the next 12 to 18 months.

UK Market Opportunity

The timing of the Company’s strategic efforts is driven by unprecedented UK government investment in UK pharmacy services:

●

The NHS has committed £645 million (approx. $1.1 billion CAD) to its Pharmacy First program.

●

Currently, the NHS has one of the lowest family doctors to patient ratios it’s had in decades, meaning one GP is responsible for almost 2300 patients on average.

●

The NHS has mandated standardized electronic health records integration across all NHS services (HealthTab™ is a digital platform that integrates with electronic health record systems).

●

NHS investment in pharmacy heath services is focused on preventative healthcare and reducing health inequalities.

●

Pharmacy-based screening programs have shown strong patient uptake. On October 11, 2024, the NHS Confederation, who represents NHS providers with over 1.5 million staff, caring for more than 1 million patients a day and control £150 billion of public expenditure, released their report measuring return on investment (ROI) for healthcare expenditures. The report listed community based cardiovascular disease screening and prevention as one of the best ROI’s at £7.52 per £1 invested after five years, further stating that “Implementing community pharmacies to aid in the detection of cardiovascular disease provided the quickest return, within one year.”

●

There are nearly 12,000 pharmacies in the UK, and more than half are participating currently in POCT blood-pressure screening, conducting approximately 250,000 screenings per month, demonstrating high amounts of undiagnosed hypertension.

●

Recently, the NHS announced “shocking” findings of the rapid rise of strokes in people over 50, rising 55% in the last ten years. (Source)

●

Only about 7% of UK pharmacies are profitable, adding services will not only ensure better access to care for patients and reduce acute and long-term chronic disease costs, but also ensure financial security for these critical healthcare access points. (Source)

Initial UK Expansion and Implementation

The Company’s first HealthTab™ UK deployment in North East London pharmacies targets an area with significant cardiovascular disease burden and demonstrates the HealthTab™ platform’s potential for rapid scaling:

●

In November 2024 the Company announced the first cholesterol testing location in North East London.

4 | P a g e

Avricore Health Inc.

Management’s Discussion and Analysis

as of November 28, 2024

●

HealthTab™ is partnered with UCL Partners, an academic health science centre located in London, England. It is the largest academic health science centre in the world, treats more than 1.5 million patients each year, has a combined annual turnover of around £2 billion and includes around 3,500 scientists, senior researchers and consultants.

●

HealthTab™ expects to be integrated with NHS digital pathways, achieving data access objectives set out in current plans.

●

Focus is on areas with highest preventable disease burden.

●

HealthTab™ enjoys strong support from local health authorities and pharmacy leadership.

●

Cholesterol testing will expand to additional pharmacies in the coming months.

Avricore’s HealthTab™ platform has been selected by a collaborative effort involving Barts Heart Centre, UCL Partners and HEART UK to assess the feasibility of community pharmacists in the UK providing cholesterol testing alongside blood pressure checks for cardiovascular risk evaluation. The study aims to build on the success of over 930,000 blood pressure checks conducted in 6,000 pharmacies as part of an NHS initiative. With NHS England allocating £645 million (approx. $1.1 billion CAD) to increase access to primary care in community pharmacy, HealthTab™ will support pharmacists in delivering vital support for chronic diseases. With many of the initial targets set by the NHS to expire in March 2025, timing aligns well with this initiative to be included in the next phases of funding and objective setting.

The reseller agreement between HealthTab™ Inc. and Abbott Rapid Diagnostics Limited UK & Ireland provides a foundation for HealthTab™ to purchase and distribute the Afinion™ 2 and associated tests for diabetes and heart disease screening in community pharmacies in the United Kingdom.

Continuing and New Canadian Initiatives:

●

In September 2023, the Company announced its first testing location within Rexall’s Pharmacy Walk-In Clinic in Sherwood Park, Alberta. That location, a first for Rexall as well, offers both the Afinion 2™ blood-chemistry analyzer as well as the ID Now™ molecular platform by Abbott Rapid Diagnostics, giving patients quick access to their test results, and allowing for immediate consultation with their pharmacist.

●

Subsequent to the initial launch, the Company was pleased to announce further expansion of HealthTab™ with Rexall Pharmacy Group ULC (“Rexall”). The Companies have been working closely to develop the best patient approaches and internal workflows to ensure the most successful deployment of this powerful point-of-care testing platform.

●

The next steps with Rexall will be to deploy to a minimum of 20 other locations spread out between stores in Alberta and Ontario. After each deployment, the teams will collaborate to assess deployment workflow, refine processes and identify further deployment opportunities based on patient and pharmacist feedback.

●

7 HealthTab™ systems were operating in Rexall stores including as of September 30, 2024; 3 in Ontario and 4 in Alberta. Subsequent to September 30, 2024, an additional 2 systems commenced operating at Rexall Stores in Ontario.

●

Avricore has partnered with Ascensia Diabetes Care to integrate their blood glucose monitoring systems, CONTOUR®NEXT GEN and CONTOUR®NEXT ONE, with Avricore’s HealthTab™ platform. The collaboration aims to improve diabetes management for patients and pharmacists in Canada by linking daily blood glucose testing data to the patient’s HealthTab™ account. This integration provides a more comprehensive health data tool for combating diabetes. Ongoing efforts to encourage patient engagement are active. Ascensia Diabetes Care is a global company focused on supporting people with diabetes and is a subsidiary of PHC Holdings Corporation.

5 | P a g e

Avricore Health Inc.

Management’s Discussion and Analysis

as of November 28, 2024

Shoppers Drug Mart

●

784 HealthTab™ systems were operating in Shoppers Drug Mart® and Loblaw family stores including pharmacist walk-in clinics as of September 30, 2024; 480 in Ontario and 92 in British Columbia, 21 in Nova Scotia, 165 in Alberta, 3 in Prince Edward Island, 1 in Saskatchewan and 22 in New Brunswick. The Company was honoured to have HealthTab™ placed in the first pharmacist-led primary healthcare clinic located in Lethbridge, Alberta. Not only was this the first clinic, it was also the first system placed in a Real Canadian Superstore®, as well as its first Alberta location.

●

Subsequent to September 30, 2024 an additional 1 system has been deployed for a total of 785 participating Shoppers Drug Mart® pharmacies and Loblaw family stores offering screening tests to patients via HealthTab™ systems as of the date of this report. In 226 of these locations, the Company has deployed Abbott’s ID Now™, either in combination with the Afinion 2™ or standalone, to offer confirmed molecular testing for virus detection in community pharmacies.

●

Shoppers Drug Mart existing program will wind down over a three-month transition period, beginning in January 2025 and ending March 31, 2025

Canadian Healthcare Environment:

●

The 2023 “tripledemic” (Flu, RSV and Covid) strained the Canadian healthcare system beyond its breaking point, and 2024 has proven scientists’ concerns about communicable infections have materialized. Pharmacy will play a key a role in these battles and confirmed tests results means faster responses, better treatment and less spread of these infectious diseases.

●

While flu season strains pharmacies’ capacity for chronic disease screening and management, having the ID Now™ means HealthTab™ can support pharmacies with confirmed molecular testing for virus detection during these critical months of the year and diversify the Company’s revenues.

●

The innovative practice of pharmacist-led primary healthcare clinics is expected to expand in Canada, as provinces struggle to meet the health care needs of their residents and recruit more family physicians. The program’s primary focus is to screen patients at-risk for diabetes and cardiovascular disease. On March 28^th, 2023, the Government of Canada tabled its budget for the year ahead, including a 10-year funding agreement with the Nation’s provinces to increase healthcare funding. That new funding approach was novel for the fact that each province has specific agreements in place, opposed to the more traditional generalized formula, which spent less in early intervention and prevention of disease. This approach is expected to bring substantial innovations related to healthcare data and new healthcare service delivery models, as the provinces agreed to make changes to rules and practices which have limited data-flow optimization and healthcare access.

●

The Canadian Medical Association expressed support for many of the initiatives on March 30^th, 2023, in relation to the healthcare agreement and encouraged government to institute recommendations from the Addressing Canada’s Health Workforce Crisis report from the Standing Committee on Health. One of the key items they pointed to was “…optimizing scopes of practice for health professionals…”.

●

Most provinces have already begun expanding the scope of practice of their pharmacists, with 7 provinces allowing these healthcare professionals to prescribe for minor ailments and 8 provinces either allowing or will soon allow them to order and interpret lab results. HealthTab™ is uniquely situated to support the expanding scope of pharmacy practice.

●

As of July 1^st, 2022, the Government of Ontario brought into effect an expanded scope of practice for community pharmacists in the province, joining Alberta in this growing and increasingly popular approach. This includes limited prescribing for minor ailments, as well as the ability to perform certain point-of-care tests to assist patients with managing chronic disease. Approved tests include glucose, HbA1c and lipids, all of which HealthTab™ currently offers with the Abbott Afinion 2™. Also announced as part of this plan in Ontario, is a second stage of scope modifications, which began on January 1, 2023. This stage allows for limited prescribing for minor ailments and certain prescription renewals, further enhancing the value of community pharmacy in direct patient care.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 28, 2024

●

These changes, and increasing demand, means Canadian pharmacy business is rapidly evolving before our eyes, from being product focused to care service focused. At $51.4 billion, the industry already represents a significant impact on healthcare, and the anticipated increase in funding and new service offerings, including point-of-care testing, will mean this practice will play an even more impactful role going forward.

●

During the pilot with Shoppers Drug Mart®, over 15,000 HealthTab™ tests were completed for more than 6,900 patients. The data collected confirmed that the patients tested had a high prevalence of previously undiagnosed diabetes, pre-diabetes and heart disease and significant near-term risk for major health events. Almost 60 per cent of patients needed an intervention to better manage their chronic disease. On average, 31 percent received a new chronic medication, 28 percent required a change in their current medication, and 235 patients were newly identified as diabetic. Patients also reported in post surveys that they valued receiving this information from their pharmacists, and those pharmacists indicated that HealthTab™ enabled an increase in the value of services they were able to provide to their patients.

●

Developed a unique quality assurance program with a third-part reference laboratory to offer HealthTab™ pharmacies industry leading validation for point-of-care instruments and test consumables.

●

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

●

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

●

Developing new pilot programs with national pharmacy chains,

●

Continuing to negotiate new and novel POC diagnostic device integrations to strategically expand the HealthTab™ testing menu.

●

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

●

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

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

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 28, 2024

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

It is clear that patients and healthcare providers are increasingly leveraging vast amounts of patient data, including clinical histories, genetic information, and real-time monitoring data, to make more informed and personalized decisions. This data-driven approach enhances diagnostic accuracy, tailors treatment plans, and improves overall patient outcomes.

Despite this trend, currently, only about 3% of the health data generated globally is actively utilized in patient care. This means that a staggering 97% of health data goes unused. Despite the enormous volume of health data produced, challenges such as data privacy concerns, lack of interoperability, and insufficient data governance frameworks significantly limit its application in clinical settings. Improving the utilization of this data could revolutionize patient care by enabling more personalized treatments, early disease detection, and better health outcomes overall. (source / source).

This opportunity is being addressed by HealthTab by bringing real-time data generation together with machine-driven insights and automated dissemination into the pharmacy, driving data utilization.

HealthTab™ is being embraced as it is provides a secure real-time digital pathway to deploy and manage point-of-care testing in the pharmacy and community setting where it offers the reliability, accuracy and flexibility the sector needs. The Company sees increasing demand due to public policy changes and shifts in healthcare globally, and with a proven track record now established, HealthTab™ is best positioned to capitalize on this opportunity.

Fully Integrated Patient Health Records

The Company is being engaged in discussions for the integration of HealthTab™ into the electronic medical records and pharmacy management systems within Canada and international markets in order to solve for the data-silos which are commonplace, making the user-experience better for patient and providers, as well as supporting research opportunities.

HealthTab™’s application programming interface (API) integration capabilities make it ideal to achieve an industry first, where a consumer’s test results can be directly linked to an electronic medical record as well as a patient’s personal health record, for real-time responses and smooth integration across the multiple platforms a health provider will use.

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 28, 2024

Our Journey So Far

2019 - Refocused the Company on HealthTab™ with the RASTR approach, emphasizing data generation and better patient outcomes. Began discussions with onsite testing and secured a tentative agreement. Faced financial challenges but placed new finance team in place and began funding and reorganization efforts.

2020 - Closed a $1M financing after significant effort, however the COVID-19 pandemic caused the loss of the onsite testing agreement. Used the pandemic period to negotiate down and clear debts. Began discussions with Abbott, leading to new opportunities with Shoppers Drug Mart (SDM). Launched the first Private Placement under the new team.

2021 - Successfully raised over $4M through two oversubscribed placements and options exercises. Conducted the first SDM pilot, driving expanded locations and business development momentum.

2022 - Scaled up HealthTab™ with SDM after a successful pilot, generating substantial revenues for the first time. Expanded the product line by adding ID Now™ for virus testing under the Abbott distribution agreement.

2023 - Achieved record revenues as HealthTab™ expanded to hundreds of new locations, including multi-device sites. Secured a partnership with Rexall and launched the first international opportunity through a UK feasibility study with Barts Heart Centre and HEART UK. Introduced glucose meter integration, enhancing patient insights.

2024 - Anticipating growth in Canada with existing and new pharmacy partners, alongside increased collaboration and funding opportunities. Positioned for significant growth in the UK, driven by national investments in pharmacy services and a strategic shift toward the UK and Europe for market expansion.

Key Strategic Inputs - How we’ve developed a winning strategy

Market Research and Analysis:
	●	Identified and constantly evaluated the current state of digital healthcare technology and POCT in pharmacies.
	●	Understood the regulatory environment and compliance requirements.
	●	Analyzed competitors and their offerings.

Identify Target Audience:
	●	Defined the primary audience, such as pharmacies, partners, payors, and consumers.
	●	Understood the specific needs and pain points of each target segment.

Collaboration:
	●	Developed ways to partner with existing digital healthcare technology providers to integrate solutions seamlessly with pharmacy systems.
	●	Ensured compatibility with various devices and platforms to enhance accessibility.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 28, 2024

Education and Training:
	●	Developed comprehensive training programs for pharmacy teams.
	●	Developed educational insights within HealthTab™ to enhance user experience.

Regulatory Compliance:
	●	Updated on healthcare regulations and compliance standards.
	●	Ensured that HealthTab™, instruments and tests met all necessary regulatory requirements.

Strategic Partnerships:
	●	Sought partnerships to enhance our offering.
	●	Focused on collaborative interoperability.

Marketing and Promotion:
	●	Tested messaging approaches.
	●	Worked with partners to develop end-user messaging through various approaches and iterations.

Data Security and Privacy:
	●	Implemented stringent data security measures to protect patient information.
	●	Built a platform where privacy and security strengths have built trust among pharmacies and end-users.

Customer Support and Feedback:
	●	Engaged with pharmacy clients on feedback to address UX experiences and uses.
	●	Collected/analyzed feedback from pharmacies and end-users to continuously improve and refine the technology.

Cost-Benefit Analysis:
	●	Provided a clear cost-benefit analysis to showcase the financial advantages of implementing digital healthcare technology and POCT in pharmacies.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 28, 2024

User Incentives:
	●	Created a platform where health data can be utilized to drive new economic relationships with partners, driving incentives for patients and partners to engage with HealthTab™.

Monitoring and Continuous Improvement:
	●	Implemented systems to monitor the effectiveness and usage of HealthTab™, providing real-time insights.
	●	Regularly evaluated and updated the strategy based on market dynamics, technological advancements, and user feedback.

Selected Financial Information and Additional Disclosure

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

	2023		2022		2021
Total revenue	$	3,485,147	$	1,768,374	$	122,808
Loss from operations	$	701,215	$	818,228	$	1,708,132
Loss per share – basic and diluted	$	0.01	$	0.01	$	0.02
Total assets	$	2,538,205	$	2,568,983	$	2,281,393
Total current liabilities ⁽¹⁾	$	529,218	$	604,893	$	84,477
Total non-current financial liabilities		Nil		Nil		Nil

(1)

2022 Current liabilities include deferred revenue of $252,000 for which the Company completed delivery in Q1 2023.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 28, 2024

QUARTERLY FINANCIAL INFORMATION

The following table highlights selected unaudited consolidated financial data for each of the eight most recent quarters. These results are not necessarily indicative of results for any future period and you should not rely on these results to predict future performance.

Quarter Ended	Sep 2024			June 2024		March 2024		Dec 2023			Sep 2023			June 2023			Mar 2023			Dec 2022
																		$			$
Revenue		1,195,122			1,045,206		1,124,307		1,354,403			953,454			548,049			629,241			997,235
Gross profit		434,791			370,775		484,791		501,466			261,778			229,471			210,681			168,845
Share-based compensation		338,089			1,598		27,464		142,765			304,328			168,518			88,001			243,000
Comprehensive income (loss)		(179,065	)		54,022		168,537		59,584			(285,062	)		(284,225	)		(191,512	)		(244,789	)
Net profit (loss)/share		(0.00	)		0.00		0.00		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Total Assets		3,024,103			2,618,384		2,798,058		2,538,205			2,453,136			2,143,810			2,296,565			2,568,983

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 and 2023

	Three months ended September 30					Nine months ended September 30
	2024			2023		2024			2023

Revenue	$	1,195,122		$	953,454	$	3,364,635		$	2,130,744

% Change - year over year		25	%				58	%

Gross profit	$	434,791		$	261,778	$	1,290,357		$	701,930
% Change - year over year		66	%				84	%

The Company earned a comprehensive income of $43,494 for the nine months ended September 30, 2024 (2023 - incurred loss $760,799).

Significant changes are as follows:

●

Revenue increased to $3,364,635 (2023 - $2,130,744) a 58% increase due to an increase in HealthTab™ systems deployed and tests sold. Gross profit amounted to $1,290,357 (2023 – $701,930) a 84% increase. Gross margin for the period was 38% (2023- 33%) outperforming the Company’s target margin of 30%.

●	Share-based compensation of $367,151 (2023 - $560,847) was recognized for stock options granted, vested, and repriced during the period.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 28, 2024

●	Consulting fees increased to $192,000 (2023 - $182,117) due to more consultants engaged compared to the previous year.

●	General and administrative expenses increased to $314,923 (2023 - $266,158) mainly due to increase in travel expenses.

●	Shareholder communications expense decreased to $56,328 (2023 - $99,440) due to reduced campaigning compared to previous year.

●	Professional fees decreased to $158,219 (2023 – 191,534) due to the timing of invoicing of audit fees.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024

●	The Company incurred comprehensive loss of $179,065 for the three months ended September 30, 2024 (2023 – loss of $285,062).

Significant changes are as follows:

●	Revenue increased to $1,195,122 (2023 - $953,454) a 25% increase, due to an increase in HealthTab™ systems deployed and tests sold. Gross profit increased to $434,791 (2023 – $261,778) a 66% increase. Gross margin for the period was 36% (2023- 27%) outperforming the Company’s target margin of 30%.

●	Cost of sales increased to $760,331 (2023 – $691,676) due to increase in scale of operations.

●	Share-based compensation of $338,089 (2023 - $304,328) was recognized for stock options granted, vested, and repriced during the period.

●	Consulting fees increased to $84,000 (2023 - $54,000) due to more consultants engaged compared to the previous year.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 28, 2024

LIQUIDITY AND CAPITAL RESOURCES

The Company’s operations have been financed through cash from operations and the issuance of common shares. We believe that our cash on hand, the expected future cash inflows from revenues, and cash savings from redeployment of devices to be sufficient to finance our working capital for the next twelve months. If our existing cash resources together with the cash we generate from the sales of our products and services are insufficient to fund our working capital and operational needs, we may need to sell additional equity or debt securities or seek additional financing through other arrangements.

Cash flows

Sources and Uses of Cash:	Period ended September 30,
	2024			2023
	$			$
Cash provided by operating activities		657,869			412,400
Cash used in investing activities		(192,975	)		(685,896	)
Cash provided by financing activities		39,100			42,500
Cash and Cash Equivalents, closing balance		780,515			389,531

There is an overall cash inflow of $503,994 for the nine months ended September 30, 2024 compared to the cash outflow of $230,996 in the comparable period in 2023.

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 redeployment of existing devices to new locations in Canada and the UK. Management estimates that the Company will not need to use cash to invest in devices for the next 12 to 18 months.

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

As at September 30, 2024, the Company had a working capital of $868,068 (December 31, 2023 – $244,343) and $577,166 (December 31, 2023 - $427,689) in accounts receivable.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 28, 2024

RELATED PARTY TRANSACTIONS

For the three and nine months ended September 30, 2024 and 2023, the Company recorded the following transactions with related parties:

a)	$5,400 and $9,700 in office rent (2023 – $1,500 and $4,500) to a company controlled by the Chief Technology Officer of the Company.

b)	$3,000 and $9,000 in office rent (2023 – $3,000 and $9,000) to a company controlled by the Chief Financial Officer of the Company.

c)	$117,448 and $317,978 worth of purchases (2023 - $79,745 and $231,393) to a company controlled by Chief Technology Officer of the Company.

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:

Type of transaction	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
	$		$		$		$
Consulting fees, Director & CTO		54,000		54,000		162,000		162,000
Management fees, CEO		54,000		54,000		162,000		162,000
Professional fees, CFO		32,100		32,100		96,300		96,300
Share-based compensation		248,882		-		269,597		209,815
		388,982		140,100		689,897		630,115

At September 30, 2024, $130,517 was due to a company controlled by the Chief Technology Officer for the services availed ( December 31, 2023 - $nil).

DISCLOSURE OF OUTSTANDING SHARE DATA

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

Common Shares			101,289,664
Stock Options			12,250,000
Warrants			-

SUBSEQUENT EVENTS

●	50,000 and 350,000 stock options with an exercise price of $0.05 were exercised on October 10, 2024 and October 15, 2024 respectively.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 28, 2024

COMMITMENTS AND AGREEMENTS

Loans payable

FINANCIAL INSTRUMENTS AND RISKS

Operational Risk Factors

Limited Operating History

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

Going concern

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

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

Development of Technological Capabilities

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

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 28, 2024

Dependence on Key Personnel

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

Financial Instruments and Risk Management

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

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

Credit risk

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

The Company performs ongoing credit evaluations of its accounts receivable but does not require collateral. The Company establishes an allowance for doubtful accounts based on the credit risk applicable to particular customers and historical data. Approximately 97% of trade receivables are due from one customer at September 30, 2024 (December 31, 2023 – 99% from one customer).

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, however, there can be no guarantees that sufficient funds will be raised. As at September 30, 2024, the Company’s liabilities $535,371 (December 31, 2023 - $529,218) were comprised of accounts payable $535,371 (December 31, 2023 – 489,218), and loans payable $Nil (December 31, 2023 – $40,000).

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Avricore Health Inc.

Management’s Discussion and Analysis

as of November 28, 2024

Currency risk

Interest rate risk

Interest rate risk is the risk that fair values or future cash flows will fluctuate as a result of changes in market interest rates. In respect of financial assets, the Company’s policy is to invest cash at floating interest rates and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company is not exposed to significant interest rate risk.

OFF-BALANCE SHEET ARRANGEMENTS

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

CONTACT

Officers and Directors	Contact

Hector Bremner, CEO, Director	Avricore Health Inc.

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

David Hall, Chairman	Tel: 604 773-8943

Alan Arnstein, Director

Christine Hrudka, Director

Dr. Robert Sindelar, Director

Thomas Teahen, Director

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Exhibit 5

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, 2024*.

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.

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 28, 2024

“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.

Exhibit 6

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, 2024*.

Date: November 28, 2024

“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.

Exhibit 7

AVRICORE HEALTH CORPORATE UPDATE:

EFFECTIVE PLAN, RESOURCES RESULTS IN SUCCESS

VANCOUVER, BRITISH COLUMBIA – November 29, 2024) – AVRICORE HEALTH INC. (TSXV: AVCR) (the “Company” or “Avricore”) reports on its third quarter results for 2024 where the Company continues to see rising revenues and profitability.

	●	In the nine months ended September 30, 2024, revenue increased by 58% year over year to $3,364,635 and gross profit increased by 84% to $1,290,357.

	●	In the three months ended September 30, 2024, revenue increased by 25% year over year to $1,195,122 and gross profit increased by 66% to $434,791.

●

In the nine months ended September 30, 2024, the Company recorded net profit of $43,494 and a net increase in cash of $503,994.

“The global healthcare landscape is rapidly evolving and HealthTab™ is uniquely positioned to play a critical role in the future of community-based care,” said Hector Bremner, CEO of Avricore. “We are more confident than ever in our path forward as we are actively focused on expanding our market reach, especially the UK, where we see significant opportunities for growth in 2025 and beyond.”

GROWTH STRATEGY 2025 AND BEYOND

Recently, the Company announced its strategy to grow HealthTab™ in the United Kingdom — a decision aligned with the region’s robust healthcare market and significant investment in pharmacy-led services. The timing of the Company’s strategic efforts is driven by unprecedented UK government investment in UK pharmacy services.

The NHS has committed £645 million (approx. $1.1 billion CAD) to its Pharmacy First program over 2024, which it hopes will increase access to primary care services, which are currently very strained. The program also seeks to increase the equity of care delivery in communities typically underserved, but need is high with respect to chronic diseases, such as heart disease and diabetes.

Pharmacy-based screening programs have shown strong patient uptake in the UK, as recently the NHS Confederation released their report measuring return on investment (ROI) for healthcare expenditures in October of this year. The report listed community based cardiovascular disease screening and prevention as one of the best ROI’s at £7.52 per £1 invested after five years, further stating that “Implementing community pharmacies to aid in the detection of cardiovascular disease provided the quickest return, within one year.”

Currently, the NHS has one of the lowest family doctors to patient ratios it’s had in decades, meaning one GP is responsible for almost 2,300 patients on average. However, there are 12,000 pharmacies in the UK, and more than half are participating currently in POCT blood-pressure screening, conducting almost 250,000 screenings per month, demonstrating high amounts of undiagnosed hypertension.

This is prescient as just two weeks ago, the NHS announced “shocking” findings of the rapid rise of strokes in people over 50, rising 55% in the last ten years*. The challenge for the industry and the NHS, is that only about 7% of UK pharmacies are profitable**, adding services will not only ensure better access to care for patients and reduce acute and long-term chronic disease costs, but also ensure financial security for these critical healthcare access points. Services, which are currently being accessed at community pharmacies by up to 56 million UK people in the country in an unfunded way***, are clearly a path to financial stability for the pharmacy sector, and the NHS as a whole, given its proven ROI.

Because the Company expects devices to be redeployed to new locations in Canada and the UK, management estimates that the Company will not require investment in new devices for the next 12 to 18 months. It also expects cash-on-hand, expected future cash inflows from revenues, and cash savings from redeployment of devices to be sufficient to finance working capital for the next 12 to 18 months.

FINANCIAL SNAPSHOT

Sources and Uses of Cash:	Period ended September 30,
	2024			2023
	$			$
Cash provided by operating activities		657,869			412,400
Cash used in investing activities		(192,975	)		(685,896	)
Cash provided by financing activities		39,100			42,500
Cash and Cash Equivalents, closing balance		780,515			389,531

The following table highlights selected financial data for each of the eight most recent quarters.

Quarter Ended	Sep 2024			June 2024		March 2024		Dec 2023			Sep 2023			June 2023			Mar 2023			Dec 2022
																	$			$
Revenue		1,195,122			1,045,206		1,124,307		1,354,403			953,454			548,049			629,241			997,235
Gross profit		434,791			370,775		484,791		501,466			261,778			229,471			210,681			168,845
Share-based compensation		338,089			1,598		27,464		142,765			304,328			168,518			88,001			243,000
Comprehensive income (loss)		(179,065	)		54,022		168,537		59,584			(285,062	)		(284,225	)		(191,512	)		(244,789	)
Net profit (loss)/share		(0.00	)		0.00		0.00		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Total Assets		3,024,103			2,618,384		2,798,058		2,538,205			2,453,136			2,143,810			2,296,565			2,568,983

LOOKING AHEAD

The Company’s activities are focused on delivering on the exciting growth opportunities in front of it. This includes:

Operational Expansion

Phase I: London and Other High-Priority Regions: Following the North East London (NEL) success, expand to large population areas and a mix of demographics ideal for preventative programs.

Phase II: National Scaling Through NHS: Once initial targets demonstrate efficacy, work with NHS to incorporate HealthTab™ as part of a broader roll-out, potentially embedding the cholesterol testing service within the NHS’s Pharmacy First protocols nationwide.

Marketing and Awareness Campaigns

Public Awareness Campaigns: Launch educational campaigns in pharmacies and through NHS communication channels to raise awareness of cardiovascular disease and the importance of early testing. Highlight the role of HealthTab™ in this preventive ecosystem.

Direct-to-Pharmacist Education: Offer training and informational sessions to pharmacists across the UK to familiarize them with HealthTab™ technology and its benefits. This aligns with NHS goals of empowering community pharmacists as frontline health workers.

Next Milestones:

●

Support launch of initial patient testing (Nov-Dec 2024)

●

Add new locations (Dec 2024/Jan 2025)

●

Complete V1 API to NHS record provider (Dec 2024)

●

Add AI insights and support assistant within HealthTab™ (Q1 2025)

●

NHS Review, sets second phase goals (April 2025)

HEALTHTAB™ MARKET FAST-FACTS

●

Point of Care Testing Market to reach $93.21 Billion USD in 2030 (Source)

●

Nearly 13.6 Million Canadians expected to be diabetic or prediabetic by 2030, with many undiagnosed (Source)

●

Over 1 in 3 Americans, approximately 88 million people, have pre-diabetes (Source)

●

Close to 160,000 Canadians 20 years and older are diagnosed with heart disease each year, often it’s only after a heart attack they are diagnosed. (Source)

●

There are more that 10,000 pharmacies in Canada, 88,000 pharmacies in the US, nearly 12,000 in the UK.

SOURCES

*https://www.yahoo.com/news/shocking-rise-strokes-among-middle-175537812.html?guccounter=1

**https://www.ey.com/en_uk/insights/health/how-pharmacy-innovation-could-improve-patient-health-care-in-england

***https://cpe.org.uk/quality-and-regulations/clinical-governance/clinical-audit/pharmacy-advice-audit/

ABOUT HEALTHTAB™

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.

CONTACT:

Avricore Health Inc.

Hector Bremner, CEO 604-773-8943

info@avricorehealth.com

www.avricorehealth.com

Cautionary Note Regarding Forward-Looking Statements

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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