AVCRF Avricore Health Inc (QB)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of:  January 2015

Commission File Number:  000-51848

Vanc Pharmaceuticals Inc.

(Translation of Registrant’s name into English)

#615 – 800 West Pender Street Vancouver, B C V6C 2V6

 (Address of principal executive office)

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

 

Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   o

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 this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   o

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.

SEC 1815 (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.

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Safe Harbor Statement

This Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about the registrant and its business. Forward-looking statements are statements that are not historical facts and may be identified by the use of forward-looking terminology, including the words “believes,” “expects,” “intends,” “may,” “will,” “should” or comparable terminology. Such forward-looking statements are based upon the current beliefs and expectations of the registrant’s management and are subject to risks and uncertainties which could cause actual results to differ materially from the forward-looking statements.

Forward-looking statements are not guarantees of future performance and actual results of operations, financial condition and liquidity, and developments in the industry may differ materially from those made in or suggested by the forward-looking statements contained in this Form 6-K. These forward-looking statements are subject to numerous risks, uncertainties and assumptions. The forward-looking statements in this Form 6-K speak only as of the date of this report and might not occur in light of these risks, uncertainties, and assumptions. The registrant undertakes no obligation and disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Exhibits

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

99.1  

News Release – January 8, 2015

99.2

Material Change Report – January 8, 2015

99.3  

News Release – January 14, 2015

99.4

Notice of Meeting – January 30, 2015

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.

 

	NUVA Pharmaceuticals Inc.
Date:  February 12, 2015	By:	Aman Parmar
		Aman Parmar, Chief Financial Officer

 

 

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Exhibit 99.1

VANC Pharmaceuticals Re-prices Options and Grants Incentive Stock Options

January 8, 2015 – VANC Pharmaceuticals Inc. (“VANC” or the “Company”) announces that further to its news release dated December 18, 2014, it has re-priced the 1,200,000 incentive stock options from $0.16 to $0.20. The Company has also set aside an aggregate of 150,000 incentive stock options to a Director to purchase shares of the Company at an exercise price of

$0.20 per share for a period of five years.

On behalf of:

VANC Pharmaceuticals Inc.

Arun Nayyar,

President and CEO

anayyar@vancpharm.com

Cautionary Note Regarding Forward-looking Statements: Information in this press release that involves VANC’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. VANC generally uses words such as “outlook,” “will,” “could,” “would,” “might,” “remains,” “to be,” “plans,” “believes,” “may,” “expects,” “intends,” “anticipates,” “estimate,” “future,” “plan,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming,” and similar expressions to help identify forward-looking statements. The forward- looking statements in this release are based upon information available to VANC as of the date of this release, and VANC assumes no obligation to update any such forward-looking statements. 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 VANC and are subject to risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations.

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

Exhibit 99.2

Form 51-102F3

Material Change Report

Item 1

Name and Address of Company

VANC PHARMACEUTICALS INC.

615-800 West Pender Street

Vancouver, BC

V6C 2V6 (the “Company”)

Item 2

Date of Material Change

January 8, 2015

Item 3

News Release

The news release was disseminated on January 8, 2015 by way of the facilities of Stockwatch and Market News. Copies were also filed on SEDAR with the British Columbia Securities Commission and the Alberta Securities Commission.

Item 4

Summary of Material Change

The Company re-priced previously granted options and has granted 150,000 incentive stock options to a Director of the Company.

Item 5

Full Description of Material Change

1.1

Full Description of Material Change

The Company that further to its news release dated December 18, 2014, it has re-priced the 1,200,000 incentive stock options from $0.16 to $0.20. The Company has also set aside an aggregate of 150,000 incentive stock options to a Director to purchase shares of the Company at an exercise price of $0.20 per share for a period of five years.

1.2

Disclosure for Restructuring Transactions

Not applicable.

Item 6

Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7

Omitted Information

Not applicable.

Item 8

Executive Officer

Arun Nayyar, Chief Executive Officer

Business Telephone:

604.687-2038

Facsimile:

604.687-3141

Item 9

Date of Report

January 8, 2015

Exhibit 99.3

VANC Pharmaceuticals Places Inventory Purchase Order for 30 Generic Molecules

January 14, 2015 – VANC Pharmaceuticals Inc. (“VANC” or the “Company”), a pharmaceutical company focused on the Canadian generic drug and over-the-counter (“OTC”) markets, is pleased to announce that it has placed inventory purchase orders for 30 generic molecules with leading generic pharmaceutical manufacturing partners. The Company expects delivery of the products in Q2-2015.

“We are excited to take this important step towards commercialization and look forward to launching sales in Q2-2015. These 30 molecules represent best-selling generics in the Canadian market and our aim to provide Canadians with quality and cost effective products is well served by them,” said Arun Nayyar, CEO of Vanc. “Our initial marketing and outreach activities with select pharmacy customers in Western Canada have been positive and we look forward to working with our partners.”

The 30 generic molecules include those for both acute and chronic indications. The Company will provide additional updates over the coming months.

On behalf of:

VANC Pharmaceuticals Inc.

Arun Nayyar,

President and CEO

anayyar@vancpharm.com

Cautionary Note Regarding Forward-looking Statements: Information in this press release that involves VANC’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. VANC generally uses words such as “outlook,” “will,” “could,” “would,” “might,” “remains,” “to be,” “plans,” “believes,” “may,” “expects,” “intends,” “anticipates,” “estimate,” “future,” “plan,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming,” and similar expressions to help identify forward-looking statements. The forward-looking statements in this release are based upon information available to VANC as of the date of this release, and VANC assumes no obligation to update any such forward-looking statements. 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 VANC and are subject to risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations.

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

Exhibit 99.4

January 30, 2015

VIA SEDAR

To:

All Applicable Commissions and Stock Exchanges Dear Sirs:

Re: VANC Pharmaceuticals Inc. (the “Company”)

As per National Instrument 54‐101 requirements, we advise the following with respect to the upcoming Meeting of Shareholders for the subject Company:

Issuer:	VANC Pharmaceuticals Inc.
CUSIP:	92143R105
ISIN:	CA 924143R1055
Meeting Date:	April 30, 2015
Meeting Type:	Annual General and Special
Record Date for Notice:	March 2, 2015
Record Date for Voting:	March 2, 2015
Beneficial Ownership Determination Date:	March 2, 2015
Class of Securities Entitled to Receive Notice:	Common
Class of Securities Entitled to Vote:	Common
Business Type:	Non‐routine
OBO Distribution Payment:	Issuer will not pay for OBO’s
Material Distributed to:	All Holders
Meeting Location:	Suite 615 – 800 West Pender St Vancouver, British Columbia

Yours truly,

VANC PHARMACEUTICALS INC.

Signed: “Aman Parmar”

Aman Parmar

Director and Chief Financial Officer