Exhibit 2
Avricore Health Inc.
Management’s Discussion & Analysis
For the year ended
December 31, 2025
Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
This Management Discussion and Analysis (“MD&A”) of Avricore Health Inc. (“AVRICORE”, the “Company”, “we”, “us” or “our”) for the year ended December 31, 2025 is prepared as of April 30, 2026. This MD&A should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025 and the related notes thereto.
Our consolidated financial statements are prepared in accordance IFRS Accounting 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 annual 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.
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
OVERVIEW
Avricore Health is committed to advancing pharmacy practice and patient care by acquiring and developing innovative early-stage technologies. At the core of this strategy is HealthTabTM, our wholly owned turnkey point-of-care testing (POCT) platform that empowers pharmacies to become proactive community diagnostic centers. HealthTabTM enhances the role of pharmacists in delivering frontline care by enabling rapid screening and clinical decision-making directly at the pharmacy counter. With a growing focus on accessible, efficient care—especially for chronic disease management—HealthTabTM contributes to improved patient outcomes and creates long-term value for all stakeholders.
Avricore continues to reach critical milestones, driven by strategic expansion, innovative offerings, and solid financial performance. These efforts position the company for sustained growth and market leadership in the evolving healthcare ecosystem.
Adapting to a Changing Healthcare Landscape
Healthcare systems globally are under increasing pressure due to budget constraints, clinician shortages, and rising demand for services. In Canada, over 6 million people lack access to a family doctor, and among those who do, only 29% receive timely care. Compounding the challenge, nearly a third of family doctors are expected to retire or leave the profession within the next three years. In the UK, with just 25% of physicians serving as GPs, individual practitioners are managing caseloads averaging 2,300 patients each.
As these strains intensify, pharmacy is emerging as a key player in delivering primary care services. HealthTabTM is at the forefront of this shift—offering pharmacists tools to conduct essential screenings, identify urgent care needs, and forge deeper patient relationships. The platform reduces the burden on traditional healthcare settings and helps drive efficiencies in care delivery.
The market demand for point-of-care solutions continues to grow, accelerated by the need for cost-effective, scalable, and decentralized care. HealthTabTM is uniquely positioned to meet this demand, providing innovative solutions where and when patients need them most.
HEALTHTABTM – KEY DEVELOPMENTS
Financial Highlights:
| ● | 38 HealthTabTM systems were operating in the UK as of December 1, 2025; 7 in North East London, and 6 in North Central London and 25 in additional locations outside London | |
| ● | HealthTabTM is being deployed in a new pilot launched by Barts Health NHS Trust, in collaboration with UCL Partners and the British Heart Foundation (BHF), to deliver inclisiran cholesterol-lowering injections through community pharmacies – a major expansion to secondary prevention. | |
| ● | HealthTab has gained meaningful traction within the NHS, including the screening of more than 3,500 patients in community pharmacies across North East and North Central London through a collaboration with Barts Health NHS Trust. In an initial lipid-screening cohort of 556 patients, approximately one in five was identified as having elevated cardiovascular risk. | |
| ● | During an initial one-month pilot of HbA1c testing for diabetes screening, the Company completed 2,295 HbA1c tests across 57 locations, achieving a monthly per-location average 10 times higher than previously achieved in Canada. | |
| ● | In the year ended December 31, 2025 revenue decreased by 89% year over year to $533,884 and gross profit decreased by 87% to $238,295. |
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
| ● | In the three months ended December 31, 2025 revenue decreased by 98% year over year to $33,451. | |
| ● | In the year ended December 31, 2025 the Company recorded a comprehensive loss of $1,858,840 (2024 – $669,024) and a net decrease in cash of $904,474 (2024 -increase $855,821). |
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.
With operations in the Shoppers Drug Mart locations in Canada having concluded as of March 31, 2025, this allows for the redeployment of devices in Canada and the UK. This transition enhances resource efficiency and reduces upfront capital requirements for expanded device deployment.
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 UK Government’s foundational strategy for the nation is detailed in its Plan for Change, launched in late 2024, where it lays out specific goals to increase access to NHS lead care by focusing on community care options, like pharmacy, and engaging in preventative health measures, specifically for chronic diseases, such as heart disease. (Source: pg. 27). | |
| ● | On March 31, 2025, following a 6-week consultation, the Department of Health and Social Care announced an extra £617 million over 2 years to support community pharmacy, including fee increases for blood-pressure screening to identify undiagnosed hypertension. (source) | |
| ● | The Community Pharmacy Pathfinder Program lays out the mandate and milestones for pharmacists to become Independent Prescribers, giving them the ability, for the first time, to directly diagnose and prescribe for chronic disease like cardiovascular disease. (source) Government also clearly intimating that point-of-care screening, as this will be required to meet this new pharmacy services practice. | |
| ● | The NHS committed £645 million (approx. $1.1 billion CAD) to its Pharmacy First program in 2024. | |
| ● | 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 (HealthTabTM is a digital platform that integrates with electronic health record systems). | |
| ● | 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 and £9 for diabetes 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. |
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
| ● | 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 HealthTabTM UK deployment in North East London pharmacies targets an area with significant cardiovascular disease burden and demonstrates the HealthTabTM platform’s potential for rapid scaling:
| ● | In November 2024 the Company announced the first cholesterol testing location in North East London. | |
| ● | HealthTabTM 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. | |
| ● | HealthTabTM has integrated with NHS digital pathways, achieving data access objectives set out in current plans, and is continuing with further API connections. | |
| ● | Focus is on areas with highest preventable disease burden. | |
| ● | HealthTabTM enjoys strong support from local health authorities and pharmacy leadership. | |
| ● | Cholesterol testing will expand to additional pharmacies in the coming months. |
Avricore’s HealthTabTM 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, HealthTabTM will support pharmacists in delivering vital support for chronic diseases.
Recently, the British Medical Journal conducted a comprehensive review of point-of-care devices used within the UK, noting that two-thirds fail to meet standards. The project lead for the NE London Initiative HealthTab was selected for was invited to offer comment on this in the Pharmaceutical Journal as the project’s prominence and leadership in this area were noted for utilizing best practices to ensure the highest standards, read the article here.
The reseller agreement between HealthTabTM Inc. and Abbott Rapid Diagnostics Limited UK & Ireland provides a foundation for HealthTabTM to purchase and distribute the AfinionTM 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 2TM blood-chemistry analyzer as well as the ID NowTM molecular platform by Abbott Rapid Diagnostics, giving patients quick access to their test results, and allowing for immediate consultation with their pharmacist. | |
| ● | After the initial launch, the Company was pleased to announce further expansion of HealthTabTM 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. |
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
| ● | 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. | |
| ● | 19 HealthTabTM systems were operating in Rexall stores as of August 29, 2025; 12 in Ontario, 6 in Alberta and 1 is Saskatchewan. | |
| ● | Avricore has partnered with Ascensia Diabetes Care to integrate their blood glucose monitoring systems, CONTOUR®NEXT GEN and CONTOUR®NEXT ONE, with Avricore’s HealthTabTM 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 HealthTabTM 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. |
Canadian Healthcare Environment:
| ● | On January 10, 2025, Canada’s Health Minister released an interpretation letter to provincial and territorial health plans noting that under the Canada Health Act, primary care provided by pharmacists, midwives and nurse practitioners can be covered by public insurance. This significant shift means not only more access to primary care without out-of-pocket expenses, but it provides a clearer format for provinces and territories considering expanding the scope of pharmacists and funding them that ensures the spirit and intent of the Canada Health Act is maintained. There is a deadline of April 1, 2026, listed as when each jurisdiction is to have a framework ready to implement. (source) | |
| ● | 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 28th, 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 30th, 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. HealthTabTM is uniquely situated to support the expanding scope of pharmacy practice. | |
| ● | As of July 1st, 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 HealthTabTM currently offers with the Abbott Afinion 2TM. 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
April 30, 2026
| ● | 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. | |
| ● | 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 HealthTabTM can support pharmacies with confirmed molecular testing for virus detection during these critical months of the year and diversify the Company’s revenues. |
During the pilot with Shoppers Drug Mart®, over 15,000 HealthTabTM 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 HealthTabTM enabled an increase in the value of services they were able to provide to their patients.
Our Journey So Far
2019 - Refocused the Company on HealthTabTM 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 HealthTabTM with SDM after a successful pilot, generating substantial revenues for the first time. Expanded the product line by adding ID NowTM for virus testing under the Abbott distribution agreement.
2023 - Achieved record revenues as HealthTabTM 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 - Began the strategic shift into the UK pharmacy market while winding down the Shoppers Drug Mart partnership in Canada. The Company launched its first UK deployment in North East London community pharmacies in collaboration with Barts Health NHS Trust and UCLPartners, supported by increased NHS investment in pharmacy services, compelling health-economic evidence for cardiovascular screening, and a solid cash position to begin redeploying assets into the UK market.
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
2025 - Completed the UK pivot, establishing the Company’s London head office, UK data infrastructure, NHS data integrations, and staging approximately 700 analyzers and supporting hardware for redeployment. HealthTabTM expanded across UK pilots in North East and North Central London, advanced into NHS secondary-prevention care pathways, and continued to grow in Canada through Rexall following the conclusion of Shoppers Drug Mart operations.
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. | ||
| Education and Training: | |||
| ● | Developed comprehensive training programs for pharmacy teams. | ||
| ● | Developed educational insights within HealthTabTM to enhance user experience. | ||
| Regulatory Compliance: | |||
| ● | Updated on healthcare regulations and compliance standards. | ||
| ● | Ensured that HealthTabTM, 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. |
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
| ● | 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. | ||
| 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 HealthTabTM. | |
| Monitoring and Continuous Improvement: | |||
| ● | Implemented systems to monitor the effectiveness and usage of HealthTabTM, 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.
| 2025 | 2024 | 2023 | ||||||||||
| Total revenue | $ | 533,884 | $ | 4,785,711 | $ | 3,485,147 | ||||||
| Loss from operations | $ | (1,858,747 | ) | $ | (668,977 | ) | $ | (701,215 | ) | |||
| Loss per share – basic and diluted | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.01 | ) | |||
| Total assets | $ | 563,125 | $ | 2,298,544 | $ | 2,538,205 | ||||||
| Total current liabilities (1) | $ | 173,561 | $ | 330,817 | $ | 529,218 | ||||||
| Total non-current financial liabilities | Nil | Nil | Nil | |||||||||
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
QUARTERLY FINANCIAL INFORMATION
The following table highlights selected audited 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 | Dec
2025 | Sep
2025 | June
2025 | March
2025 | Dec
2024 | Sep
2024 | June
2024 | March
2024 | ||||||||||||||||||||||||
| Revenue | 33,451 | 37,680 | 28,692 | 434,061 | 1,421,076 | 1,195,122 | 1,045,206 | 1,124,307 | ||||||||||||||||||||||||
| Gross profit (loss) | (7,307 | ) | (52,600 | ) | (48,095 | ) | 346,297 | 589,930 | 434,791 | 370,775 | 484,791 | |||||||||||||||||||||
| Share-based compensation | 38,957 | 51,506 | 128,353 | 61,861 | 174,013 | 338,089 | 1,598 | 27,464 | ||||||||||||||||||||||||
| Comprehensive income (loss) | (942,798 | ) | (379,050 | ) | (459,692 | ) | (77,300 | ) | (712,521 | ) | (179,065 | ) | 54,022 | 168,537 | ||||||||||||||||||
| Net profit (loss)/share | (0.01 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.01 | ) | (0.00 | ) | 0.00 | 0.00 | ||||||||||||||||||
| Total Assets | 563,125 | 1,329,290 | 1,667,495 | 2,139,345 | 2,298,544 | 3,024,103 | 2,618,384 | 2,798,058 | ||||||||||||||||||||||||
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
RESULTS OF OPERATIONS FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2025 and 2024
Three months ended December 31 | Year ended December 31 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | 33,451 | $ | 1,421,076 | $ | 533,844 | $ | 4,785,711 | ||||||||
| % Change - year over year | -98 | % | -89 | % | ||||||||||||
| Gross profit (Loss) | $ | (7,307 | ) | $ | 589,930 | $ | 238,295 | $ | 1,880,287 | |||||||
| % Change - year over year | -101 | % | -87 | % | ||||||||||||
For the years ended December 31, 2025 and 2024:
The Company recorded a comprehensive loss of $1,858,840 for the year ended December 31, 2025 (2024 – $669,024).
Significant changes are as follows:
| ● | Revenue decreased to $533,884 (2024 - $4,785,711) a 89% decrease due to the conclusion of the relationship with Shoppers Drug Mart. Gross profit amounted to $238,295 (2024 – $1,880,287) a 87% decrease. Gross margin or the period was 45% (2024 - 39%) due to the majority of sales coming from system fees and lower control and reagent sales. | |
| ● | Recognized impairment of equipment and intangible assets of $493,544 (2024 - $772,174). With operations in the Shoppers Drug Mart locations in Canada having concluded as of March 31, 2025 the Company recognized an impairment of system analyzers, system hardware and some software that are currently not deployed. When the equipment is redeployed in future periods the impairment loss will be reversed and recognized in income. | |
| ● | Share-based compensation of $280,677 (2024 - $541,164) was recognized for stock options issued and vested during the period. | |
| ● | Consulting fees increased to $320,640 (2024 - $276,000) due to additional consultants engaged to assist with the U.K. expansion plan. | |
| ● | Management fees decreased to $90,000 (2024 - $216,000) due to a departure of a former CEO in 2025. |
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
For the three months ended December 31, 2025 and 2024:
The Company recorded a comprehensive loss of $942,798 for the period ended December 31, 2025 (2024 – $712,518).
Significant changes are as follows:
| ● | Revenue decreased to $33,451 (2024 - $1,421,076) a 98% decrease due to the conclusion of the relationship with Shoppers Drug Mart. Cost of sales of $40,758 (2024- $831,156) is predominantly comprised of amortization of system analyzers. The balance is attributed to cost of reagents and certain fixed system fees. Gross loss amounted to $7,307 (2024 – Gross profit of $589,930) a 101% decrease. | |
| ● | Recognized impairment of equipment and intangible assets of 493,544 (2024 - $772,174). With operations in the Shoppers Drug Mart locations in Canada having concluded as of March 31, 2025 the Company recognized an impairment of system analyzers, system hardware and some software that are currently not deployed. When the equipment is redeployed in future periods the impairment loss will be reversed and recognized in income. | |
| ● | Share-based compensation of $38,967 (2024 - $174,013) was recognized for stock options issued and vested during the period. | |
| ● | Consulting fees increased to $177,000 (2024 - $84,000) due to additional consultants engaged to assist with the U.K. expansion plan. |
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: | Year ended December 31, | |||||||
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| Cash provided by (used in) operating activities | (789,933 | ) | 1,004,615 | |||||
| Cash used in investing activities | (114,362 | ) | (205,347 | ) | ||||
| Cash used in financing activities | - | 56,600 | ||||||
| Cash and Cash Equivalents, closing balance | 227,918 | 1,132,392 | ||||||
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
There is an overall cash outflow of $904,474 for the year ended December 31, 2025 compared to the cash inflow of $855,821 in the comparable year in 2024.
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 HealthTabTM in new markets, | |
| ● | 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 December 31, 2025, the Company had a working capital of $192,772 (2024 – $1,252,139) and $37,332 (2024 - $419,587) in receivables.
RELATED PARTY TRANSACTIONS
For the year ended December 31, 2025 and 2024, the Company recorded the following transactions with related parties:
| a) | $21,600 in office rent (2024 – $15,100) to a company controlled by the Chief Executive Officer of the Company. | |
| b) | $12,000 in office rent (2024 – $12,000) to a company controlled by the Chief Financial Officer of the Company. | |
| c) | $10,384 for analyser quality control services (2024 - $317,978) to a company controlled by the Chief Executive Officer of the Company. This amount is recorded under the cost of sales. | |
| d) | $7,018 for consulting services (2024 - $nil and 2023 - $nil) to the brother of the Chief Executive Officer of the Company. This amount is recorded under consulting fees. |
Related party transactions not otherwise described in the condensed 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 | 2025 | 2024 | ||||||
| $ | $ | |||||||
| Consulting fees | 216,000 | 216,000 | ||||||
| Management fees | 90,000 | 216,000 | ||||||
| Professional fees | 128,400 | 128,400 | ||||||
| Severance benefits | 108,000 | - | ||||||
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
| Share-based compensation | 197,937 | 433,848 | ||||||
| 740,337 | 994,248 |
At December 31, 2025, $46,890 was due to related parties (December 31, 2024 - $nil). These balances are unsecured, non-interest bearing, and due on demand.
SUBSEQUENT EVENTS
On January 28, 2026, 150,000 stock options with an exercise price of $0.19 expired unexercised.
On March 22, 2026, 1,800,000 stock options with an exercise price of $0.25 expired unexercised.
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 | 13,098,000 | |||
| Warrants | - |
On June 12, 2025, the Company granted 4,100,000 stock options with an exercise price of $0.05 per share to directors, officers and consultants of the Company. The options vest over four quarters and have a term of five years from the date of grant.
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 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.
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
Development of Technological Capabilities
The market for Avricore’s products is characterized by changing technology and continuing process development. The future success of Company’s business will depend in large part upon our ability to maintain and enhance the Company’s technological capabilities, develop and market products and services which meet changing customer needs and successfully anticipate or respond to technological changes on a cost effective and timely basis. Although we believe that Company’s operations provide the products and services currently required by our customers, there can be no assurance that the Company’s process development efforts will be successful or that the emergence of new technologies, industry standards or customer requirements will not render Avricore’s products or services uncompetitive. If Avricore needs new technologies and equipment to remain competitive, the development, acquisition and implementation of those technologies and equipment may require us to make significant capital investments.
Dependence on Key Personnel
We are dependent to a large extent upon the continued services of our senior management team and other key employees such as sales and technical personnel. There is intense competition for skilled employees and our failure to recruit, train and retain such employees could have an adverse effect on our business, financial condition or operating results.
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, term deposits and accounts receivable. The Company’s cash and cash equivalents and term deposits 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 doubtful accounts based on the credit risk applicable to particular customers and historical data. Approximately 72% of trade receivables are due from one customer at December 31, 2025 (2024 – 97% from one customer).
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.
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 December 31, 2025, the Company’s liabilities $173,561 (2024 - $330,817) were comprised of accounts payable $172,521, and GST receivable $1,040 (2024 – $195,965, and $74,852, respectively).
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. The Company is exposed to foreign exchange rate risk mainly due to its operations in United Kingdom. The Company manages its risk by using accredited financial institutions to process its foreign currency transactions ensuring the market rate of foreign exchange.
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.
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Avricore Health Inc.
Management’s Discussion and Analysis
April 30, 2026
| CONTACT | ||
| Officers and Directors | Contact | |
| Rodger Seccombe, CEO, Director | Avricore Health Inc. | |
| Kiki Smith, CFO | Suite 1120 - 789 West Pender St. | |
| David Hall, Chairman | Vancouver, BC V6C 1H2 | |
| Alan Arnstein, Director | Tel: 778-968-1176 | |
| Christine Hrudka, Director | ||
| Dr. Robert Sindelar, Director | ||
| Thomas Teahen, Director |
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