Avricore Health Inc. Files 20-F for FY2023

TL;DR

Avricore Health filed its 2023 20-F. Check financials.

AI Summary

Avricore Health Inc. filed its 20-F form for the fiscal year ending December 31, 2023. The company, formerly known as Vanc Pharmaceuticals Inc., NUVA Pharmaceuticals Inc., and ALDA Pharmaceuticals Corp., is based in Vancouver, Canada. The filing provides financial data and business updates for the reporting period.

Why It Matters

This filing provides investors with a comprehensive overview of Avricore Health Inc.'s financial performance and business operations for the fiscal year 2023, crucial for investment decisions.

Risk Assessment

Risk Level: medium — As a 20-F filing, it primarily contains financial and operational data, but lacks the immediate market-moving news often found in other SEC filings, suggesting a moderate risk profile for immediate trading impact.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period for the 20-F filing.)
• 20240612 — Filing Date (Date the 20-F was submitted to the SEC.)

Key Players & Entities

• Avricore Health Inc. (company) — Filer of the 20-F
• Vanc Pharmaceuticals Inc. (company) — Former name of Avricore Health Inc.
• NUVA Pharmaceuticals Inc. (company) — Former name of Avricore Health Inc.
• ALDA Pharmaceuticals Corp. (company) — Former name of Avricore Health Inc.
• 2023-12-31 (date) — Fiscal year end date
• 20240612 (date) — Filing date

FAQ

Key Financial Figures

• $2,000,000 — has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous
• $5,000,000 — s, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous
• $6,000,000 — s, or (iii) average revenue of at least $6,000,000 for the preceding three years; (2) exce
• $5.00 — e 419, any security that has a price of $5.00 or more; and (3) a security that is aut

Filing Documents

• form20-f.htm (20-F) — 1768KB
• ex12-1.htm (EX-12.1) — 17KB
• ex12-2.htm (EX-12.2) — 17KB
• ex13-1.htm (EX-13.1) — 6KB
• ex13-2.htm (EX-13.2) — 6KB
• ex15a.htm (EX-15.A) — 56KB
• ex15b.htm (EX-15.B) — 62KB
• form20-f_001.jpg (GRAPHIC) — 5KB
• form20-f_002.jpg (GRAPHIC) — 9KB
• 0001493152-24-023571.txt ( ) — 6234KB
• avcr-20231231.xsd (EX-101.SCH) — 50KB
• avcr-20231231_cal.xml (EX-101.CAL) — 59KB
• avcr-20231231_def.xml (EX-101.DEF) — 126KB
• avcr-20231231_lab.xml (EX-101.LAB) — 319KB
• avcr-20231231_pre.xml (EX-101.PRE) — 229KB
• form20-f_htm.xml (XML) — 1089KB

IDENTITY OF DIRECTORS SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS SENIOR MANAGEMENT AND ADVISERS 4

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4

KEY INFORMATION

ITEM 3. KEY INFORMATION 4

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 8

Unresolved Staff Comments

Item 4A Unresolved Staff Comments 16

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 16

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 18

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 27

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 29

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 30

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 32

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 41

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 41 PART II 42

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 42

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 42

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 42

RESERVED

ITEM 16. RESERVED 43

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 43

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 43

PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES 44

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 45

PURCHASES OF EQUITY SECURITIES BY THE COMPANY/AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE COMPANY/AFFILIATED PURCHASERS 45

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 45

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 45

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 45

CYBERSECURITY

ITEM 16K. CYBERSECURITY 45

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PRESENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PRESENT INSPECTIONS 45 PART III 47

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 47

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 47

EXHIBITS

ITEM 19. EXHIBITS 47

SIGNATURES

SIGNATURES 74 ii INTRODUCTION Nomenclature In this Annual Report on Form 20-F, which we refer to as the "Annual Report", except as otherwise indicated or as the context otherwise requires, the terms "Company", "Avricore", "we", "our" or "us" refers to Avricore Health Inc. and its subsidiaries. You should rely only on the information contained in this Annual Report. We have not authorized anyone to provide you with information that is different. The information in this Annual Report may only be accurate on the date of this Annual Report or on or as at any other date provided with respect to specific information. The Company was incorporated by registration of its Memorandum and Articles under the BC Companies Act on May 30, 2000 under the name "Duft Biotech Capital Ltd." On November 13, 2003, the Company acquired the assets of ALDA Pharmaceuticals Inc. ("API"), a private company founded in 1996. On November 26, 2003 the Company changed its name to ALDA Pharmaceuticals Corp. ("the Company"). The Company is still a British Columbia, Canada, company. Effective August 19, 2005, the authorized share capital of the Company was increased to an unlimited number of common shares without par value. There are no Indentures or Agreements limiting the payment of dividends and there are no conversion rights, special liquidation rights, pre-emptive rights or subscription rights. On July 24, 2013 the Company changed its name to NUVA Pharmaceuticals Inc. ("the Company"). The Company is still a British Columbia, Canada, company. On July 28, 2014 the Company changed its name to VANC Pharmaceuticals Inc. ("the Company"). The Company is still a British Columbia, Canada, company. On December 28, 2017, the Company completed the acquisition of all the common shares of HealthTab Inc. ("HealthTab"), a private company. HealthTab's primary asset is intellectual property and certain trademarks and web domains related to the design of the HealthTab TM system, being a lab-

BUSINESS

BUSINESS OF AVRICORE HEALTH INC. Avricore Health Inc. (TSXV: AVCR) is a pharmacy service innovator focused on acquiring and developing early-stage technologies aimed at moving pharmacy forward. Through its flagship offering HealthTab (a wholly owned subsidiary), it provides a turnkey point-of-care testing platform, creating value for stakeholders and better outcomes for patients. FINANCIAL AND OTHER INFORMATION The Company's reporting currency and domestic currency is Canadian Dollars. In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars ("CDN$" or "$"). The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$). 3 OPERATING AND FINANCIAL REVIEW AND PROSPECTS This Annual Report on Form 20-F contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, principally in ITEM #4, "Information on the Company" and ITEM #5, "Operating and Financial Review of Prospects". These statements may be identified by the use of words like "plan," "expect," "aim," "believe," "project," "anticipate," "intend," "estimate," "will," "should," "could" and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends. In particular, these include statements about the Company's strategy for growth, future performance or results of current sales and production, interest rates, foreign exchange rates, and the outcome of contingencies, such as acquisitions and/or legal proceedings and intellectual property issues. Forward-looking results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors, includi

Risk Factors

Risk Factors Risks pertaining to the Company: The Company's limited operating history makes it difficult to evaluate the Company's current business and forecast future results. Since its inception, the Company has had limited revenues and has experienced significant operating losses each year. These losses are due to substantial expenditures on intellectual property protection, product development and product testing of commercial and consumer infection control product and pre-clinical testing for registration of a number of therapeutic products and over-the-counter (OTC) pharmaceutical products with Health Canada and the FDA. Sales of T 3 6 Antiseptic Hand Sanitizer products were discontinued in the year ended December 31, 2012. During the year ended December 31, 2019, the Company discontinued its over-the-counter (OTC) pharmaceutical products business. The Company has changed its direction, and its current operations consist of developing and implementing its HealthTab point-of-care technology (POCT). Currently the Company is engaged in the rollout of the HealthTab point-of-care testing platform to 776 Shoppers Drug Mart and affiliated Loblaws locations nation-wide. As a result, future sales of the Company's products are difficult to predict. The Company has commenced generating operating cash flow, however failure to generate sufficient revenues and cash flow in the future could cause the Company to go out of business. The Company has no history of pre-tax profit and in the previous four years has had only limited annual revenues for most of the years it has been operating. The Company sustained operating losses for each of its fiscal years and has sustained significant accumulated operating losses. The continued operation of the Company will be dependent upon its ability to generate operating revenues and to procure additional financing. Based upon current plans to introduce HealthTab into new markets in Canada and internationally, maintain the Company

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View this 20-F filing on SEC EDGAR