UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2021March 31, 2022

 

OR

☐  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________ to ___________________.

 

Commission File Number: 000-32917

 

 

PROTOKINETIX, INCORPORATED

(Exact name of registrant as specified in its charter) 

 

 

Nevada 94-3355026
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

 

 

412 Mulberry St.

Marietta, Ohio 45750

 
 (Address of principal executive offices, including zip code) 

 

 (Registrant’s telephone number, including area code: 740-434-5041) 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol Name of each exchange on which registered
N/A    

 

Securities registered pursuant to Section 12(b) of the Act:

$0.0000053.0000053 par value common stock

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   ☒   Yes   ☐  No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒   Yes   ☐  No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐   Accelerated filer  ☐
Non-accelerated filer ☐ Smaller reporting company ☒
Emerging growth company  ☐  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   

Yes   ☐ No  ☒

 

As of July 28, 2021,May 10, 2022, there were 293,239,199304,830,151 shares of ProtoKinetix, Incorporated common stock that were issued and outstanding.

 

 
 

 

PROTOKINETIX, INCORPORATED

TABLE OF CONTENTS

 

PART I 
  
FINANCIAL INFORMATION 
  
Item 1. Financial Statements3
  
Unaudited Balance Sheets3
  
Unaudited Statements of Operations4
  
Unaudited Statement of Stockholders’ Equity5
  
Unaudited Statements of Cash Flows76
  
Notes to Unaudited Financial Statements87
  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations21
19
  
Item 3. Quantitative and Qualitative Disclosures About Market Risk2422
  
Item 4. Controls and Procedures2523
  
PART II 
  
OTHER INFORMATION 
  
Item 1. Legal Proceedings2624
  
Item 1A. Risk Factors2624
  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds2624
  
Item 3. Defaults Upon Senior Securities2724
  
Item 4. Mine Safety Disclosure2724
  
Item 5. Other Information2724
  
Item 6. Exhibits2825
  
Signatures3026

2 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

BALANCE SHEETS

(Unaudited)

 

                
 June 30, 2021 December 31, 2020 March 31, 2022 December 31, 2021 
ASSETS                
Current Assets                
Cash $84,595  $193,445  $58,879  $57,568 
Prepaid expenses (Note 3)  1,050   1,050   1,050   25,995 
Total current assets  85,645   194,495   59,929   83,563 
                
Intangible assets (Note 4)  319,830   274,686   367,498   362,671 
                
Total assets $405,475  $469,181  $427,427  $446,234 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Accounts payable $—    $17,960 
Accrued liabilities  5,000   27,000 
Current Liabilities        
Accounts payable and accrued liabilities $7,000  $93,268 
                
Total current liabilities  5,000   44,960 
Total liabilities  7,000   93,268 
Stockholders’ Equity                
Common stock, $0.0000053 par value; 400,000,000 common shares authorized; 292,039,199 and 285,955,071 shares issued and outstanding as at June 30, 2021 and December 31, 2020 respectively (Note 7)  1,563   1,531 
Common stock, $0.0000053 par value; 500,000,000 common shares authorized; 303,830,151 and 297,393,485 shares issued and outstanding as at March 31, 2022 and December 31, 2021 respectively (Note 7)  1,625   1,591 
Additional paid-in capital  44,128,354   43,615,323   46,477,564   45,892,545 
Accumulated deficit  (43,729,442)  (43,192,633)  (46,058,762)  (45,541,170)
Total stockholders’ equity  400,475   424,221   420,427   352,966 
Total liabilities and stockholders’ equity $405,475  $469,181  $427,427  $446,234 
                

Basis of Presentation – Going Concern Uncertainties (Note 1)

Commitments and Contingency (Note 9)

Subsequent Events (Note 10)

 

 

See Notes to Financial Statements

 

3 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

For the Three and Six Months Ended June 30,March 31, 2022 and 2021 and 2020

 

                        
 Three months ended
June 30, 2021		 Three months ended
June 30, 2020		 Six months ended
June 30, 2021		 Six months ended
June 30, 2020		 Three months ended March 31, 2022 Three months ended March 31, 2021 
             
EXPENSES                        
Amortization – intangible assets (Note 4) $750  $750  $1,500  $1,500  $750  $750 
General and administrative  206,587   70,991   247,633   128,020   64,187   41,045 
Professional fees  29,395   40,059   62,083   77,049   47,753   32,688 
Research and development  108,218   76,811   149,531   296,323   163,049   41,313 
Share-based compensation (Notes 5 and 8)  58,785   2,017,316   76,062   4,872,300   241,853   17,278 
                        
Total Expenses  (403,735)  (2,205,927)  (536,809)  (5,375,192)
Operating Income (Expenses)  (517,592)  (133,074)
        
                        
Net loss for the period  (403,735)  (2,205,927)  (536,809)  (5,375,192) $(517,592) $(133,074)
Net loss per common share (basic and diluted)  (0.01)  (0.00)  (0.01)  (0.00) $(0.01) $(0.01)
                        
Weighted average number of common shares outstanding (basic and diluted)  290,414,046   276,557,768   282,228,660   275,979,014   293,689,329   281,390,520 

 

See Notes to Financial Statements

 

 

4 
 

PROTOKINETIX, INCORPORATED

STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

For the Period from December 31, 2020 to June 30, 2021

                     
  Common Stock Additional
Paid-in		 Accumulated  
  Shares Amount capital deficit Total
Balance, December 31, 2020  285,955,071  $1,531  $43,615,323  $(43,192,633) $424,221 
                     
Issuance of common stock pursuant to private placement offering  3,528,572   19   246,982   —     247,001 
Issuance of common stock pursuant to warrant exercise  2,000,000   10   189,990   —     190,000 
Issuance of common stock pursuant to cashless option exercise  555,556   3   (3)  —     —   
Fair value of share-based compensation  —     —     76,062   —     76,062 
                     
Net loss for the period  —     —     —     (536,809)  (536,809)
                     
Balance, June 30, 2021  292,039,199  $1,563  $44,128,354  $(43,729,442) $400,475 

           
  Common Stock Additional
Paid-in		 Accumulated  
  Shares Amount capital deficit Total
Balance, March 31, 2021  289,483,643  $1,550  $43,879,582  $(43,325,707) $555,425 
                     
Issuance of common stock pursuant to warrant exercise  2,000,000   10   189,990   —     190,000 
Issuance of common stock pursuant to cashless option exercise  555,556   3   (3)  —     —   
Fair value of share-based compensation  —     —     58,785   —     58,785 
                     
Net loss for the period  —     —     —     (403,735)  (403,735)
                     
Balance, June 30, 2021  292,039,199  $1,563  $44,128,354  $(43,729,442) $400,475 

5 

PROTOKINETIX, INCORPORATED

STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

For the Period from December 31, 20202021 to June 30, 2021March 31, 2022

 

 

  Common Stock Additional Paid-in Accumulated  
  Shares Amount capital deficit Total
Balance, December 31, 2019  275,400,259  $1,472  $36,107,058  $(35,548,143) $560,387 
                     
                     
Issuance of common stock pursuant to private placement offering  2,222,222   12   199,988   —     200,000 
                     
Fair value of share-based compensation  —     —     4,872,300   —     4,872,300 
                     
Net loss for the period  —     —     —     (5,375,192)  (5,375,192)
                     
Balance, June 30, 2020  277,622,481  $1,484  $41,179,346  $(40,923,335) $257,495 
                     

 

                              
Balance, March 31, 2020  275,400,259  $1,472  $38,962,042  $(38,717,408) $246,106 
 Common Stock Additional
Paid-in		 Accumulated   
 Shares Amount capital deficit Total 
Balance, December 31, 2020  285,955,071  $1,531  $43,615,323  $(43,192,633) $424,221 
                                        
Issuance of common stock pursuant to private placement offering  2,222,222   12   199,988   —     200,000   3,528,572   19   246,981   —     247,000 
                                        
Fair value of share-based compensation  —     —     2,017,316   —     2,017,316   —     —     17,278   —     17,278 
                                        
Net loss for the period  —     —     —     (2,205,927)  (2,205,927)  —     —     —     (133,074)  (133,074)
                                        
Balance, June 30, 2020  277,622,481  $1,484  $41,179,346  $(40,923,335) $257,495 
                    
Balance, March 31, 2021  289,483,643  $1,550  $43,879,582  $(43,325,707) $555,425 

 

  Common Stock  Additional
Paid-in		  Accumulated    
  Shares  Amount  capital  deficit  Total 
Balance, December 31, 2021  297,393,485  $1,591  $45,892,545  $(45,541,170) $352,966 
                     
Issuance of common stock pursuant to private placement offering  6,436,666   34   343,166   —     343,200 
                     
Fair value of share-based compensation  —     —     241,853   —     241,853 
                     
Net loss for the period  —     —     —     (517,592)  (517,592)
                     
Balance, March 31, 2022  303,830,151  $1,625  $46,477,564  $(46,058,762) $420,427 

 

See Notes to Financial Statements

6 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

For the SixThree Months Ended June 30,March 31, 2022 and 2021 and 2020

 

                
 Six months ended
June 30, 2021		 Six months ended
June 30, 2020		 Three Months ended
March 31, 2022		 Three Months ended
March 31, 2021		 
         
CASH FLOWS USED IN OPERATING ACTIVITIES                
Net loss for the period $(536,809) $(5,375,192) $(517,592) $(133,074)
Adjustments to reconcile net loss to cash used in operating activities:                
Amortization – intangible assets  1,500   1,500   750   750 
Fair value of share-based compensation  76,062   4,872,300   241,853   17,278 
Changes in operating assets and liabilities:                
Prepaid expenses and deposits  24,945    
Accounts payable and accrued liabilities  (39,960)  4,480   (86,268)  (39,960)
                
Net cash used in operating activities  (499,207)  (496,912)  (336,312)  (155,006)
                
CASH FLOWS USED IN INVESTING ACTIVITIES                
Purchase of intangible assets  (46,644)  (35,128)  (5,577)  (35,072)
                
Net cash used in investing activities  (46,644)  (35,128)  (5,577)  (35,072)
                
                
CASH FLOWS FROM FINANCING ACTIVITIES                
Issuance of common stock for cash  437,001   200,000   343,200   247,000 
                
Net cash from financing activities  437,001   200,000   343,200   247,000 
                
Net change in cash  (108,850)  (332,040)  1,311   56,922 
                
Cash, beginning of period  193,445   377,349   57,568   193,445 
                
Cash, end of period $84,595  $45,309  $58,879  $250,367 
                
Cash paid for interest $—    $—    $0    $0   
                
Cash paid for income taxes $—    $—    $0    $0   

 

 

See Notes to Financial Statements

7 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

June 30, 2021March 31, 2022

 

Note 1.  Basis of Presentation – Going Concern Uncertainties

ProtoKinetix, Incorporated (the “Company”), a development stage company, was incorporated under the laws of the State of Nevada on December 23, 1999.  The Company is a medical research company whose mission is the advancement of human health care.

The Company is currently researching the benefits and feasibility of synthesized Antifreeze Glycoproteins (“AFGP”) or anti-aging glycoproteins, trademarked AAGP®.AAGP.  During the year ended December 31, 2015, the Company acquired certain patents and rights for cash consideration of $30,000 (25,000 Euros), as well as additional patent applications for cash consideration of $10,000 and 6,000,000 share purchase warrants with a fair value of $25,000 (Note 4).

The Company’s financial statements are prepared consistent with accounting principles generally accepted in the United States applicable to a going concern.

The Company has not developed a commercially viable product, has not generated any significant revenue to date, and has incurred losses since inception, resulting in a net accumulated deficit at June 30, 2021.March 31, 2022.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company needs additional working capital to continue its medical research or to be successful in any future business activities and continue to pay its liabilities.  Therefore, continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to accomplish its objective.  Management is presently engaged in seeking additional working capital through equity financing or related party loans.

In March 2020, the World Health Organization declared coronavirus COVID-19 aaddition, any significant disruption of global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets, globally, potentially leadingreducing our ability to an economic downturn.access capital, could negatively affect our liquidity and ability to continue operations. The Company survivedexact impact is and will remain unknown and largely dependent upon future developments, including but not limited to information on the adverse affectsduration and spread of COVID-19, changes in customer demand, additional mitigation strategies proposed by governmental authorities (including federal, state, or local stay at home or similar orders), restrictions on the 2020 Covid-19 outbreakactivities of our domestic and continues to carry out operations including raising funds for ongoing researchinternational suppliers and product development.shipment of goods.

The accompanying financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company fail in any of the above objectives and is unable to operate for the coming year.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted below. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2020,2021, included in the Company’s Annual Report on Form 10-K, filed March 5, 2021,10, 2022, with the Securities and Exchange Commission. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.

8 


PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2021March 31, 2022

Note 2. Summary of Significant Accounting Policies (cont’d)

Use of Estimates

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.  The more significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates as to valuation of equity related instruments issued, deferred income taxes, and the useful life and impairment of intangible assets.

Cash

Cash consists of funds held in checking accounts.  Cash balances may exceed federally insured limits from time to time.

Fair Value of Financial Instruments

Financial instruments, which includes cash and accounts payable and accrued liabilities, are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments.

The Company measures the fair value of financial assets and liabilities pursuant to ASC 820 “Fair Value Measurements and Disclosures” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The policy describes three levels of inputs that may be used to measure fair value:

Level 1 – quoted prices in active markets for identical assets or liabilities

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Level 1 inputs are used to measure cash. At June 30, 2021,March 31, 2022, there were no other assets or liabilities subject to additional disclosure.

Income Taxes

The Company accounts for income taxes following the assets and liability method in accordance with the ASC 740 “Income Taxes.”  Under such method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  The Company applies the accounting guidance issued to address the accounting for uncertain tax positions.  This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that the asset is expected to be recovered or the liability settled.

9 


PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2021March 31, 2022

Note 2. Summary of Significant Accounting Policies (cont’d)

Intangible assets – patent and patent application costs

The Company owns intangible assets consisting of certain patents and patent applications. Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are recognized in profit or loss as incurred.

As at June 30, 2021,March 31, 2022, the Company does not hold any intangible assets with indefinite lives.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization method and amortization period of an intangible asset with a finite life is reviewed at least annually.

Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of the Company’s patents. No amortization is recognized on patent application costs, as amortization of these costs will only commence once the patents have been granted.

Research and Development Costs

Research and development costs are expensed as incurred.

Loss per Share and Potentially Dilutive Securities

Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding in the period.  Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities.  The effect of 80,800,00094,690,000 stock options (June 30, 2020(March 31, 2021 – 83,100,00081,050,000), and 11,855,42911,800,000 warrants (June 30, 2020(March 31, 2021 – 8,500,00013,855,429) were not included in the computation of diluted earnings per share for all periods presented because it was anti-dilutive due to the Company’s losses.

Share-Based Compensation

The Company has granted warrants and options to purchase shares of the Company’s common stock to various parties for consulting services.  The fair values of the warrants and options issued have been estimated using the Black-Scholes Option Pricing Model.

The Company accounts for stock compensation with persons classified as employees for accounting purposes in accordance with ASC 718 “Compensation – Stock Compensation”, which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. Cliff Vesting is used and awards vest on the last day of the vesting period. The fair value of stock options is determined using the Black-Scholes Option Pricing Model. The fair value of common shares issued for services is determined based on the Company’s stock price on the date of issuance.

10 


PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2021March 31, 2022

Note 2. Summary of Significant Accounting Policies (cont’d)

Share-Based Compensation (cont’d)

Share-based compensation for non-employees in exchange for goods and services used or consumed in an entity’s own operations are also recorded at fair value on the measurement date and accounted for in accordance with ASC 718. The measurement of share-based compensation is subject to periodic adjustment as the underlying instruments vest. The fair value of stock options is estimated using the Black-Scholes Option Pricing Model and the compensation charges are amortized over the vesting period.

Common stock

Common stock issued for non-monetary consideration are recorded at their fair value on the measurement date and classified as equity. The measurement date is defined as the earliest of the date at which the commitment for performance by the counterparty to earn the common shares is reached or the date at which the counterparty’s performance is complete.

Transaction costs directly attributable to the issuance of common stock, units and stock options are recognized as a deduction from equity, net of any tax effects.

Related Party Transactions

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company.  A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Recent Accounting Pronouncements

Certain new accounting pronouncements that have been issued are not expected to have a material effect on the Company’s financial statements.

11 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2021March 31, 2022

Note 3.   Prepaid Expenses

The following summarizes the Company’s prepaid expenses outstanding as at June 30, 2021March 31, 2022 and December 31, 2020:2021:

 Prepaid expenses and deposits outstanding        
  June 30,
 2021		 December 31,
  2020
     
Rental deposit $1,050  $1,050 
         
 Total $1,050  $1,050 
Schedule of prepaid expenses        
  March 31,
 2022		  December 31,
  2021		 
       
Rental deposit $1,050  $1,050 
Deposit on February 11, 2022, shareholder meeting  0     24,945 
 Total Prepaid Expenses and Deposits  $1,050  $25,995 

12 


PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2021March 31, 2022

Note 4.   Intangible Assets

Intangible asset transactions are summarized as follows:

Intangible asset transactions                        
 Patent Rights Patent Application Rights Total Patent Rights Patent Application Rights Total 
Cost                        
Balance, December 31, 2019 $30,000  $191,008  $221,008 
Additions  —     70,178   70,178 
Balance, December 31, 2020 $30,000  $261,186  $291,186  $30,000  $261,186  $291,186 
Additions  —     46,644   46,644   0     90,985   90,985 
Balance, June 30, 2021 $30,000  $307,830  $337,830 
Balance, December 31, 2021 $30,000  $352,171  $382,171 
Additions  0     5,577   5,577 
Balance, March 31, 2022 $30,000  $357,748  $387,748 
                        
Accumulated amortization                        
Balance, December 31, 2019 $13,500  $—    $13,500 
Amortization  3,000   —     3,000 
Balance, December 31, 2020 $16,500  $—    $16,500  $16,500  $0    $16,500 
Amortization  1,500   —     1,500   3,000   0     3,000 
Balance, June 30, 2021 $18,000  $—    $18,000 
Balance, December 31, 2021 $19,500  $0    $19,500 
Amortization  750   0     750 
Balance, March 31, 2022 $20,250  $0    $20,250 
                        
Net carrying amounts                        
December 31, 2020 $13,500  $261,186  $274,686 
June 30, 2021 $12,000  $307,830  $319,830 
December 31, 2021 $10,500  $352,171  $362,671 
March 31, 2022 $9,750  $357,748  $367,498 

During the year ended December 31, 2015, the Company entered into an Assignment of Patents and Patent Application (effective January 1, 2015) (the “Patent Assignment”) with the Institut National des Sciences Appliquees de Rouen (“INSA”) for the assignment of certain patents and all rights associated therewith (the “Patents”). The Company and INSA had previously entered into a licensing agreement for the Patents in August 2004. The Patent Assignment transfers all of the Patents and rights associated therewith to the Company upon payment to INSA in the sum of $30,000. During the six monththree-month period ended June 30, 2021,March 31, 2022, the Company recorded $1,500750 (2020(2021 -$1,500750) in amortization expense associated with the Patents.

During the year ended December 31, 2015, the Company entered into a Technology Transfer Agreement with Grant Young for the assignment of his 50%50% ownership of certain patents and all rights associated therewith (the “Patent Application Rights”).  In exchange for the Patent Application Rights, the Company agreed to pay $10,000 (paid) and to issue 6,000,000warrants (issued) to purchase shares of the Company’s common stock at an exercise price of $0.10 per share for a period of five years. The Patent Application Rights had a total fair value of $35,000, which was allocated as $10,000 to the cash consideration paid, with the remaining $25,000 being allocated to the warrant component of the overall consideration. The Company has incurred $272,829$322,748 in direct costs relating to the Patent Application Rights, $46,644 5,577of which were incurred during the six monththree-month period ended June 30, 2021.March 31, 2022.

The remaining 50% ownership of the Patent Application Rights was acquired from the Governors of the University of Alberta in exchange for a future gross revenue royalty.

13 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2021March 31, 2022

Note 4.  Intangible Assets (cont’d)

During the year ended December 31, 2016, the Company entered into a Universal Assignment with Grant Young for the assignment of his ownership of certain new and useful improvements in an invention entitled “Use of Anti-Aging Glycoprotein for Enhancing Survival of Neurosensory Precursor Cells” (the “New Patent Application Rights”).  In exchange for the New Patent Application Rights, the Company agreed to pay $1 (paid).  The Company incurred $2,415 in direct costs relating to the New Patent Application Rights during the year ended December 31, 2016.

No amortization was recorded on the Patent Application Rights to June 30, 2021.March 31, 2022.

Note 5.  Stock Options

Pursuant to an amendment on April 6, 2020,March 15, 2022, the aggregate number of shares that may be issued under the 2017 Stock Option and Stock Bonus Plan (the “2017 Plan”) is 85,700,00097,700,000 shares, subject to adjustment as provided therein. The 2017 Plan is administered by the Company’s Board of Directors, or a committee appointed by the Board of Directors, and includes two types of options. Options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, are referred to as incentive options. Options that are not intended to qualify as incentive options are referred to as non-qualified options. The exercise price of an option may be paid in cash, in shares of the Company's common stock or other property having a fair market value equal to the exercise price of the option, or in a combination of cash, shares, other securities and property.

As of June 30, 2021,March 31, 2022, there are 80,800,00094,690,000 options granted and outstanding under the 2017 Plan.

14 


PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2021March 31, 2022

Note 5.  Stock Options (cont’d)

Stock option transactions are summarized as follows:

Schedule of Share-based Compensation, Stock Options, Activity                        
 Number of Stock Options  Weighted Average Exercise Price Weighted Average Remaining Life Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Life 
   $ (Years)    $ (Years) 
Outstanding, December 31, 2020  82,650,000   0.15       82,650,000   0.15     
Options cancelled  (1,600,000)  0.13       (1,600,000)  0.13     
Options exercised  (750,000)  0.07     
Options granted  500,000   0.18     
Outstanding, June 30, 2021  80,800,000   0.15   3.63 
Outstanding, March 31, 2021  81,050,000   0.14   4.06 
                        

  Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Life
    $ (Years)
Outstanding, December 31, 2019  91,450,000   0.14     
    Options cancelled  (36,000,000)  0.13     
      Options expired  (2,000,000)  0.04     
      Options granted  29,650,000   0.13     
Outstanding, June 30, 2020  83,100,000   0.15   4.49 
  Number of Stock Options  Weighted Average Exercise Price  Weighted Average Remaining Life 
     $  (Years) 
Outstanding, December 31, 2021  84,690,000   0.15     
      Options granted  10,000,000   0.06     
Outstanding, March 31, 2022  94,690,000   0.14   3.57 

During the six monththree-month period ended June 30, 2021March 31, 2022 the Company cancelledgranted 1,600,00010,000,000 options for shares of common stock exercisable at $0.13$0.06 per share, expiring May 6, 2023. The Company granted 500,000 options for shares of common stock exercisable at $0.18 per share, expiring April 15, 2027. The CFO of the Company exercised 750,000 options for shares of common stock at $0.07 per share.March 14, 2030.

15 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2021March 31, 2022

Note 5.  Stock Options (cont’d)

Total share-based compensation for stock options vestedgranted during the period June 30, 2021March 31, 2022 was $76,062241,853 (2020(2021 - $4,872,30017,278). The fair values of the stock options granted during the six month periodthree-month periods ended June 30,March 31, 2022 and 2021 and 2020 were estimated using the Black-Scholes Option Pricing Model, based on the following weighted average assumptions:

Schedule of valuation assumptions for options        
 June 30, 2021 June 30, 2020 March 31, 2022  March 31, 2021 
Risk-free interest rate  1.76%  2.55% 1.76% 2.55%
Dividend yield  0.00%  0.00% 0.00% 0.00%
Expected stock price volatility  137.68%  143.57% 140.70% 143.56%
Expected forfeiture rate  0.00%  0.00% 0.00% 0.00%
Expected life  6.0 years   5.09 years  3.57 years  5.09 years 
              

The following non-qualified stock options were outstanding and exercisable at June 30, 2021:March 31, 2022:

Schedule of options by exercise price            
Schedule of options by exercise price                   
Expiry date Exercise Price Number of Options
Outstanding		 Number of
Options
Exercisable		 Exercise Price  Number of Options
Outstanding		  Number of
Options
Exercisable		 
 $     $      
December 31, 2022  0.06   800,000   800,000   0.06   800,000   800,000 
August 31, 2023  0.08   600,000   600,000   0.08   600,000   600,000 
November 8, 2023  0.09   15,000,000   15,000,000   0.09   4,000,000   4,000,000 
July 14, 2024  0.26   18,500,000   18,500,000 
November 17, 2024  0.11   15,000,000   15,000,000 
March 25, 2026  0.14   22,000,000   22,000,000 
May 5, 2026  0.11   650,000   650,000   0.11   150,000   150,000 
June 11, 2026  0.12   7,000,000   7,000,000 
October 26, 2026  0.10   500,000   375,000   0.10   500,000   500,000 
November 27, 2026  0.10   250,000   250,000   0.10   250,000   250,000 
April 15, 2027  0.18   500,000   250,000 
August 3, 2028  0.11   74,500,000   74,500,000 
August 3, 2028  0.11   3,890,000   2,917,500 
March 14, 2030  0.06   10,000,000   2,500,000 
      80,800,000   80,425,000       94,690,000   86,217,500 

As at June 30, 2021,March 31, 2022, the aggregate intrinsic value of the Company’s stock options is $2,107,5000 Nil (December 31, 20202021 – $2,330,7502,107,500). The weighted average fair value of stock options granted during the six monththree-month period ended June 30, 2021March 31, 2022 is $0.090 (2020Nil (2021 - $0.140) Nil).

16 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2021March 31, 2022

Note 6.  Warrants

Warrant transactions for the six monthsthree-months ended June 30, 2021March 31, 2022 are summarized as follows:

Schedule of Warrant Activity        
  Number of Warrants Weighted Average Exercise Price
    $
Outstanding, December 31, 2020  10,326,857   0.19 
   Warrants granted  3,528,572   0.07 
   Warrants exercised  (2,000,000)  0.10 
Outstanding, June 30, 2021  11,855,429   0.17 
Schedule of Stockholders' Equity Note, Warrants or Rights        
  Number of Warrants  Weighted Average Exercise Price 
     $ 
Outstanding, December 31, 2021  12,081,143   0.19 
   Warrants expired  (3,141,143)  0.07 
   Warrants expired  (1,440,000)  0.10 
   Warrants granted  4,300,000   0.05 
Outstanding, March 31, 2022  11,800,000   0.17 

The following warrants were outstanding and exercisable as at June 30, 2021:March 31, 2022:

 Schedule of Stockholders' Equity Note, Warrants or Rights       
Number of Warrants Exercise Price Expiry Date
 6,000,000  $0.26  July 14, 2024
 833,333   0.12  October 15, 2022
 250,000   0.12  October 21, 2022
 116,667   0.12  November 1, 2022
 83,334   0.12  November 12, 2022
 216,666   0.12  December 18, 2022
 325,000   0.07  December 23, 2021
 142,571   0.07  December 29, 2021
 359,286   0.07  December 31, 2021
 1,100,000   0.07  January 07, 2022
 442,857   0.07  January 12, 2022
 571,429   0.07  January 13, 2022
 100,000   0.07  January 20, 2022
 500,000   0.07  January 25, 2022
 100,000   0.07  February 04, 2022
 357,143   0.07  February 08, 2022
 357,143   0.07  February 25, 2022
 11,855,429       

 s

 Schedule of outstanding and exercisable       
Number of Warrants  Exercise Price  Expiry Date
 6,000,000  $0.26  July 14, 2024
 833,333   0.12  October 15, 2022
 250,000   0.12  October 21, 2022
 116,667   0.12  November 1, 2022
 83,334   0.12  November 12, 2022
 216,666   0.12  December 18, 2022
 4,300,000   0.05  March 14, 2024
 11,800,000       

17 
16 
 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2021March 31, 2022

Note 7.  Stockholders’ Equity

The Company is authorized to issue 400,000,000500,000,000 (December 31, 20202021 – 400,000,000) shares of $0.0000053 par value common stock. Each holder of common stock has the right to one vote but does not have cumulative voting rights. Shares of common stock are not subject to any redemption or sinking fund provisions, nor do they have any preemptive, subscription or conversion rights. Holders of common stock are entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. NaN dividends have been declared or paid as of June 30, 2021March 31, 2022 (December 31, 20202021 - $nil)$0 nil).

During the six monththree-month period ended June 30,March 31, 2022, the Company:

a)Issued 2,136,666 shares of common stock (2,136,666 shares issued at $0.06) as part of a private placement for total proceeds of $128,200.

b)Issued 4,300,000 units (each unit consisting of 1 share of common stock and 1 warrant to purchase 1 share of common stock at $0.05) as part of a private placement for total proceeds of $215,000.

During the three-month period ended March 31, 2021, the Company:

a)Issued 3,528,572 units (each unit consisting of one1 share of common stock and one1 warrant to purchase one1 share of common stock at $0.07) as part of a private placement for total proceeds of $247,001247,000.

b)Issued 2,000,000 shares of common stock from exercised warrants (1,000,000 shares issued at $0.07 and 1,000,000 shares issued at $0.12) for total proceeds of $190,000.

c)Issued 555,556 shares of common stock to CFO pursuant to a cashless exercise of 750,000 stock options.

During the six month period ended June 30, 2020, the Company:

a)Issued 2,222,222 shares of common stock to investors at $0.09 for gross proceeds of $200,000.

Note 8. Related Party Transactions and Balances

During the six monththree-month period ended June 30,March 31, 2022 and 2021, and 2020, the Company entered into the following related party transactions:

a) Pursuant to a consulting agreement with an effective date of November 14, 2017, a total of $30,00015,000 (June 30, 2020(March 31, 2021 - $30,00015,000) was paid or accrued to the Company's CFO. During the sixthree months ended June 30, 2021,March 31, 2022, the Company reimbursed a company controlled by the CFO a total of $6,3003,150 (June 30, 2020(March 31, 2021 - $6,3003,150) in office rent.

b) On March 26, 2020,15, 2022, the Company cancelled and concurrently replaced 10,000,000granted 4,750,000 stock options and 1,000,000 stock options previously issued to the Company’s CEO and 500,000 stock options to a Director of the Company, in 2017, respectively. The 11,000,000 replacement5,250,000 options granted have a term of 6 years and are exercisable at a price of $0.14 $0.06 per share, expiring on March 26, 2026.14, 2030. No stock options were issued during the three monththree-month period ending March 31, 2021.

c) On June 12, 2020,March 15, 2022, the Company cancelled 4,000,000granted 1,500,000 stock options previously issued in July 2019 to the Company’s CFO and replaced them with 3,500,000 stock options.CFO. The3,500,000 replacement options granted have a term of 6 years and are exercisable at a price of $0.12 $0.06 per share, expiring on June 11, 2026.March 14, 2030. No stock options were issued during the three-month period ending March 31, 2021.

d) During the six month period ended June 30, 2021 thec) The Company recognized $nil (2020$169,175 (2021 - $2,504,2590) nil) in share-based compensation during the period associated with stock options granted to key management personnel.

As at June 30, 2021March 31, 2022 and December 31, 2020,2021, there were $nil balances owing to related parties.

18 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2021March 31, 2022

Note 9.  Commitments and Contingency

As at June 30, 2021,March 31, 2022, the Company has the following commitments:

a) Entered into a consulting agreement with an effective date of January 1, 2017 whereby the Company would pay the consultant $7,000 per month for providing research and development services. On March 25, 2020, the Company cancelled and concurrently approved for issuance on March 26, 2020, 10,000,000 stock options previously issued to the consultant in 2017. The 10,000,000 replacement options granted have a term of 6 years and are exercisable at a price of $0.14 per share, expiring on March 25, 2026.

The 10,000,000 replacement options were accounted for as a modification of the terms of the cancelled award, with the incremental cost being measured as the excess of the fair value of the replacement options over the fair value of the cancelled options at the cancellation date.

Total share-based compensation of $235,703 was recorded in connection with the option modification based on the following assumptions used in the Black-Scholes Option Pricing Model: risk-free interest rate of 0.81%; dividend yield of 0.00%; stock price volatility of 144.40%; forfeiture rate of 0%; and an expected life of 6 years.

On June 12, 2020, the Company cancelled 4,000,000 stock options previously issued in July 2019 to the consultant and replaced them with 3,500,000 stock options. The 3,500,000 replacement options granted have a term of 6 years and are exercisable at a price of $0.12 per share, expiring on June 11, 2026. There was no incremental cost recorded on the option modification based on the following assumptions used in the Black-Scholes Option Pricing Model: risk-free interest rate of 1.76%; dividend yield of 0.00%; stock price volatility of 144.75%; forfeiture rate of 0%; and an expected life of 6 years.

b) Entered into a consulting agreement effective January 1, 2018, whereby the Company would pay the consultant $1,000 per month for a term of 1 year for providing public relations services, unless otherwise terminated by either party with at least 30 days’ notice.

c) Entered into a consulting agreement effective April 1, 2019, whereby the Company would pay the consultant $1,500 per month minimum plus travel expenses for a term of 1 year for providing research consulting services. Agreement renews annually unless otherwise terminated by either party with at least 30 days’ notice. On May 6, 2020, the Company granted the consultant 500,000 stock options exercisable at a price of $0.11 per share, expiring on May 5, 2026

d) Entered into a consulting agreement effective September 1, 2020, whereby the Company would pay the consultant CAD $3,000 per month for a term of 1 year for providing technical expertise and public relations services, unless otherwise terminated by either party with at least 30 days’ notice.

19 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2021

Contingency

The Company was delinquent in filing certain income tax returns with the U.S. Internal Revenue Service and reports disclosing its interest in foreign bank accounts on form TDF 90-22.1, "Report of Foreign Bank and Financial Accounts" ("FBARs"). In September 2015, the Company filed the delinquent income tax returns and has sought waivers of any penalties under the IRS Offshore Voluntary Disclosure Program for late filing of the returns and FBARs.  Under the program, the IRS has indicated that it will not impose a penalty for the failure to file delinquent income tax returns if there are no under reported tax liabilities.  On November 30, 2017, the Company received a letter from the IRS concluding their review of the Company's tax returns under the program and accepting the returns as filed.  No penalties have been assessed by the IRS to date, and management does not believe that the Company will incur any penalties relating to the tax years submitted under the program.

Note 10. Subsequent Events

a)Issued 200,000 shares1,000,000 units (each unit consisting of 1 share of common stock (200,000 shares issuedand 1 warrant to purchase 1 share of common stock at $0.12)$0.05) as part of a private placement for total proceeds of $24,000.$50,000.

b)Issued 1,000,000 shares of common stock from exercised warrants ( 1,000,000 shares at $0.07) for total proceeds of $70,000.

20 
18 
 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context requires otherwise, references in this document to “ProtoKinetix”, “we”, “our”, “us” or the “Company” are to ProtoKinetix, Incorporated.

The following discussion provides information regarding the results of operations for the six monththree-month period ended June 30,March 31, 2022 and 2021, and 2020, and our financial condition, liquidity and capital resources as of June 30, 2021March 31, 2022 and December 31, 2020.2021.  The financial statements and the notes thereto contain detailed information that should be referred to in conjunction with this discussion.

Cautionary Note Regarding Forward-Looking Statements

The information discussed in this Quarterly Report on Form 10-Q include “forward looking“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”).  All statements, other than statements of historical facts, included herein and therein concerning, among other things, planned capital expenditures, future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, business strategy and other plans and objectives for future operations, are forward lookingforward-looking statements. These forward lookingforward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases.  Although we believe that the expectations reflected in these forward lookingforward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties and are not (and should not considered to be) guarantees of future performance. Our results could differ materially from those anticipated in these forward lookingforward-looking statements as a result of certain factors, including, among others:

•Our capital requirements and the uncertainty of being able to obtain additional funding on terms acceptable to us;
•Our plans to develop and commercialize products from the AAGP® molecule;
•Ongoing testing of the AAGP® molecule;
•Our intellectual property position;
•Our commercialization, marketing and manufacturing capabilities and strategy;
•Our ability to retain key members of our senior management and key scientific consultants;
•The effects of competition;
•Our potential tax liabilities resulting from conducting business in the United States and Canada;
•The effect of further sales or issuances of our common stock and the price and volume volatility of our common stock; and
•Our common stock’s limited trading history.
Our capital requirements and the uncertainty of being able to obtain additional funding on terms acceptable to us;
Our plans to develop and commercialize products from the AAGP® molecule;
Ongoing testing of the AAGP® molecule;
Our intellectual property position;
Our commercialization, marketing and manufacturing capabilities and strategy;
Our ability to retain key members of our senior management and key scientific consultants;
The effects of competition;
Our potential tax liabilities resulting from conducting business in the United States and Canada;
The effect of further sales or issuances of our common stock and the price and volume volatility of our common stock; and
Our common stock’s limited trading history.

Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our filings with the SEC under the Exchange Act and the Securities Act, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2021.  All forward lookingforward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere in this Quarterly Report. Other than as required under securities laws, we do not assume a duty to update these forward lookingforward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.

Business Overview

ProtoKinetix, Incorporated is a research and development stage bio-technology company focused on scientific medical research of AFGPs (Anti-Freeze Glycoproteins) or anti-aging glycoproteins, trademarked as AAGP®.  The Company has recently been in the process of directing major efforts to the practical side of commercial validation.  The commercial applications for AAGP® in large markets such as targeted health care solutions are numerous, and ProtoKinetix is currently working with researchers, business leaders and advisors and commercial entities to bring AAGP® to market.

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

As of the date of this filing, the Company has regained a significant portion of its operational capacity and we continue to move forward with our research goals. Our supply of the patented AAGP® molecule has been manufactured and stored in the United States and we have adequate inventory to carry out the projects currently underway. The Company engages contract research organizations (CROs) located in both the United States and Canada. The CROs contracted by the Company for research projects have been able to meet milestone goals without disruption due to the pandemic. We cannot predict future disruptions to the Company which may occur due to the spread of COVID-19. We continue to monitor the status of the pandemic and will adjust our strategy accordingly in order to mitigate the impact on our research projects.

21 


Results of Operations

The following table shows selected financial data and operating results for the periods noted.  Following the table, please see management’s discussion of significant changes.

 For the Six Months Ended For the Three Months Ended 
 June 30, March 31, 
 2021 2020 2022  2021 
Revenues $—    $—    $—   $—   
Cost of Sales  —     —     —   —   
Gross (Loss) Profit  —    —     —     —   
Operating Expenses                
Amortization $1,500  $1,500  $750  $750 
General and Administrative  247,633   128,020   64,187   41,045 
Professional Fees  62,083   77,049   47,753   32,688 
Research and Development  149,531   296,323   163,049   41,313 
Share-Based Compensation  76,062   4,872,300   241,853   17,278 
Total Operating Expenses  536,809   5,375,192   517,592   133,074 
Loss from Operations  (536,809)  (5,375,192)  (517,592)  (133,074)
                
Other Income        
Foreign Exchange Loss  —     —   
Total Other Loss  —     —   
Net Loss $(536,809)  (5,375,192) $(517,592)  (133,074)

Revenues

We had no revenues for the six monththree-month periods ended June 30, 2021March 31, 2022 and 2020.2021.

Gross Profit and Expenses

The Company’s net loss was $536,809$517,592 for the six monththree-month period ended June 30, 2021March 31, 2022 compared to $5,375,192$133,075 for the six monththree-month period ended June 30, 2020.March 31, 2021.  These expenses were primarily incurred for professional fees, consulting services related to the operations of the Company’s business, research and development and other general and administrative expenses.  Significant changes from the prior six monththree-month period ended June 30,March 31, 2021 include:

General and administrative fees increased by $119,613$23,142 from $128,020$41,045 to $247,633$64,187 primarily as a result of ana increase in spending on marketing plan of company assetssocial media advertising, website administration, and investor relations.costs associated with virtual shareholder meetings.

Professional fees increased by $15,085 from $32,668 to $47,753 due to increases in legal fees and audit charges, as well as costs associated with virtual shareholder meetings.

Research and development significantly decreasedexpenditures increased year over year with a change of $146,792$121,736 from $296,323$41,313 to $149,531$163,049 as the impact of 2020 covid-19 slowedCompany engages contract research facilities limited in their capacities. There is some increase in activity as the Phase I trials at the University of Alberta, Edmonton, Alberta, Canada have been cleared to resume.organizations for safety testing and product formulation.

Share-based compensation decreased dramaticallyincreased by $4,796,238$224,575 from $4,872,300$17,278 to $76,062$241,853 primarily as a result of a decrease in the value of management stock options vestinggranted to directors and management of the Company during the period. All granted management stock options are vested and no management stock options were granted in the six monththree-month period ending June 30, 2021.March 31, 2022.

22 
20 
 

Liquidity and Capital Resources

The following summarizes our statements of cash flows at June 30, 2021March 31, 2022 and December 31, 2020:2021:

 June 30, 2021 December 31, 2020 March 31, 2022  December 31, 2021 
Cash $84,595  $193,445  $58,879  $57,568 
                
Working Capital $80,645  $149,535  $52,929  $(9,705) 

At June 30, 2021,March 31, 2022, we had $84,595$58,879 in cash and $85,645$59,929 in total current assets.  As of June 30, 2021,March 31, 2022, we had a positive working capital equity position of $80,645.$52,929. Based upon our working capital equity as of June 30, 2021,March 31, 2022, we will require additional equity and/or debt financing in order to meet cash flow projections and carry forward our business objectives.  

There can be no assurance that in the future we will be able to raise capital from outside sources in sufficient amounts to fund our new business. The failure to secure adequate outside funding would have an adverse effect on our plan of operation and results therefrom and a corresponding negative impact on stockholder liquidity.

Sources and Uses of Cash

Net Cash Used in Operating Activities

Net cash used in operating activities increased by $2,295$181,306 from $496,912$155,006 to $499,207$336,312 for the sixthree months ended June 30, 2020March 31, 2021 and 2021,2022, respectively.  This changeincrease was not material and predominantly due to year over year changes in share-based compensationincreased spending on research and accounts payable.professional fees.

Net Cash Used in Investing Activities

Net cash used in investing activities was $46,644$5,577 for the six monththree-month period ended June 30, 2021March 31, 2022 while the Company had net cash used in investing activities of $35,128$35,072 for the comparative period.  The difference is attributable to an increasea decrease in the purchaseinternational patent acquisitions and maintenance of intangible assets. Intangible assets consist of an internationalexisting patent portfolio.

Net Cash Provided by Financing Activities

Net cash provided by financing activities increasedincrease by $237,001$96,200 from $200,000$247,000 to $437,001$343,200 for the sixthree months ended June 30, 2020March 31, 2021, and 2021,2022, respectively due to an increasea decrease of funding from private placements and the exercise of warrants.placements.

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”), which contemplate continuation of the Company as a going concern.  The history of losses and the inability for the Company to make a profit from selling a good or service has raised substantial doubt about our ability to continue as a going concern. In spite of the fact that the current cash obligations of the Company are relatively minimal, given the cash position of the Company, we have very little cash to operate. We intend to fund the Company and attempt to meet corporate obligations by selling common stock.  However, the price and volume of the Company’s common stock is volatile.

Off-Balance Sheet Arrangements

None.

Contractual Obligations

As a smaller reporting company, we are not required to provide the information required by paragraph (a)(5) of this Item.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S. GAAP requires management to make a variety of estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and (ii) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements.statements.

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Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of operation and/or financial condition. Our significant accounting policies are disclosed in Note 2 to the Financial Statements included in this Form 10-Q.

While all of the significant accounting policies are important to the Company’s financial statements, the following accounting policies and the estimates derived there from have been identified as being critical.

Share-Based Compensation

The Company accounts for stock compensation with persons classified as employees for accounting purposes in accordance with ASC 718 “Compensation – Stock Compensation”, which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. Cliff Vesting is used and awards vest on the last day of the vesting period. The fair value of stock options is determined using the Black-Scholes Option Pricing Model. The fair value of common shares issued for services is determined based on the Company’s stock price on the date of issuance.

Share-Based Compensation for non-employees in exchange for goods and services used or consumed in an entity’s own operations are also recorded at fair value on the measurement date and accounted for in accordance with ASC 718. The measurement of share-based compensation is subject to periodic adjustment as the underlying instruments vest. The fair value of stock options is estimated using the Black-Scholes Option Pricing Model and the compensation charges are amortized over the vesting period.

Sales and Marketing

The Company is currently not selling or marketing any products.

Inflation

Although management expects that our operations will be influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the sixthree months ended June 30, 2021.March 31, 2022.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

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Item 4: Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (the “1934 Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated to management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, under the direction of our Chief Executive Officer (who is our principal executive officer), and Chief Financial Officer (who is our principal accounting officer) has evaluated the effectiveness of our disclosure controls and procedures as required by 1934 Act Rule 13a-15(b) as of June 30, 2021March 31, 2022 (the end of the period covered by this report).  Based on that evaluation, our principal executive officer and our principal accounting officer concluded that these disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

The Company, including its Chief Executive Officer and Chief Financial Officer, does not expect that its internal controls and procedures will prevent or detect all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the 1934 Act) during the sixthree months ended June 30, 2021,March 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Other than previously reported, the Company and its management are not aware of any regulatory or legal proceedings or investigations pending involving the Company, any of its subsidiaries or affiliates, or any of their respective officers, directors or employees.

Item 1A. Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.  However, our current risk factors are set forth in our Annual Report on Form 10-K for the year ended December 31, 20202021 as filed with the SEC on March 5, 202110, 2022 and the Form 10-Q for the quarter ended March 31, 2021 as filed with the SEC on April 16, 2021below.

We face significant business disruption and related risks resulting from the COVID-19 pandemic, which could have a material adverse effect on our business and results of operations.

 

The ongoing and developing COVID-19 pandemic has caused a broad impact globally. Even as the restrictions and other safety precautions implemented in response to the pandemic are eased or reduced over time, there may be long lasting effects of these precautions on our business that may only be fully realized in the future. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, any resulting recession or economic slowdown will have a negative impact on our business and results of operations.

As of the date of this filing, the Company has regained a significant portion of its operational capacity and we continue to move forward with our research goals. Our supply of the patented AAGP® molecule has been manufactured and stored in the United States and we have adequate inventory to carry out the projects currently underway. The Company engages contract research organizations (CROs) located in both the United States and Canada. The CROs contracted by the Company for research projects have been able to meet milestone goals without disruption due to the pandemic. We cannot predict future disruptions to the Company which may occur due to the spread of COVID-19. We continue to monitor the status of the pandemic and will adjust our strategy accordingly in order to mitigate the impact on our research projects.

In addition, any significant disruption of global financial markets, reducing our ability to access capital, could negatively affect our liquidity and ability to continue operations. The exact impact is and will remain unknown and largely dependent upon future developments, including but not limited to information on the duration and spread of COVID-19, changes in customer demand, additional mitigation strategies proposed by governmental authorities (including federal, state, or local stay at home or similar orders), restrictions on the activities of our domestic and international suppliers and shipment of goods.

War in the Ukraine may impact the business of the Company and the financial markets in which the Company needs to raise capital.

Political and military events in Ukraine, including the 2022 Russian invasion of Ukraine, as well as ongoing tensions and intermittent warfare between Ukraine may have an adverse impact on our ability to grow our business.

For so long as the hostilities continue and perhaps even thereafter as the situation in Europe unfolds, we may see increased volatility in financial markets and a flight to safety by investors, which may make it more difficult for the Company to raise additional capital at the time when it needs to do so, or for financing to be available upon acceptable terms. We cannot predict the timing, strength, or duration of any economic slowdown, instability or recovery.

Moreover, retaliatory acts by Russia in response to economic sanctions or other measures taken by the international community against could include an increased number or severity of cyber-attacks from Russia or its allies. We are dependent on information technology systems, and any interruption, breach, or security lapse of those systems could adversely affect our results of operations. For example, the loss of data from any clinical trials could result in delays in research and development, and the loss, corruption, or unauthorized disclosure of our trade secrets, patents, or other proprietary information could compromise the commercial viability of our products. We may also incur additional costs in the future related to the implementation of additional security measures to protect against new or enhanced data security and privacy threats, or to comply with state, federal and international laws that may be enacted to address those threats.

All or any of these risks separately, or in combination could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Between MayJanuary 3, 20212022 and May 25, 2021,February 8, 2022, the Company issued 2,000,0002,136,666 shares at a price of common stock upon the exercise of warrants for gross proceeds of $190,000$0.06 per share to accredited investors in a private placement.placement for gross proceeds of $128,200. No solicitation was used in the offering. The Company relied on the exemption from registration available under Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D promulgated under the 1933 Act with respect to transactions by an issuer not involving any public offering.  No commissions were paid in connection with these issuances of securities.  AThe Company filed a Form D with the SEC on December 28, 2021, and an Amended Form D was filed on January 19, 2021,12, 2022 and February 25, 2022.

Between March 18, 2022 and March 30, 2022, the Company issued 4,300,000 units to accredited investors in a private placement for gross proceeds of $215,000. Each unit consists of one common share and one warrant immediately exercisable to purchase one common share at an amendedexercise price of $0.05 expiring March 14, 2030. No solicitation was used in the offering. The Company relied on the exemption from registration available under Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D promulgated under the 1933 Act with respect to transactions by an issuer not involving any public offering.  No commissions were paid in connection with these issuances of securities.  The Company filed a Form D was filedwith the SEC on MarchApril 1, 2021.2022.

Other than previously reported, there were no other unregistered sales of equity securities during the period of this quarterly report.

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Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

Between July 1, 2021, and July 26, 2021,On April 4, 2022, the Company issued 1,000,000 shares of common stock upon the exercise of warrantsunits to an accredited investor in a private placement for gross proceeds of $70,000$50,000. Each unit consists of one common share and one warrant immediately exercisable to accredited investors in a private placement.purchase one common share at an exercise price of $0.05 expiring March 14, 2030. No solicitation was used in the offering. The Company relied on the exemption from registration available under Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D promulgated under the 1933 Act with respect to transactions by an issuer not involving any public offering.  No commissions were paid in connection with these issuances of securities.  AThe Company filed a Form D was filed on January 19, 2021, and an amended Form D was filed on March 1, 2021.

Between July 1, 2021, 2021 and July 26, 2021, 2021, the Company issued 200,000 shares of common stock for gross proceeds of $24,000 to accredited investors in a private placement. No solicitation was used in the offering. The Company relied on the exemption from registration available under Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D promulgated under the 1933 Act with respect to transactions by an issuer not involving any public offering.  No commissions were paid in connection with these issuances of securities.  A Form D will be with the SEC shortly after the filing of this Quarterly Report.on April 1, 2022.

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Item 6. Exhibits

The following is a complete list of exhibits filed as part of this Form 10-Q.  Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

EXHIBIT INDEX

The following documents are being filed with the Commission as exhibits to this Quarterly Report on Form 10-Q.

ExhibitDescription
3.1Amended and Restated Articles of Incorporation as filed on December 23, 1999(1)February 16, 2022(1)
3.2ArticlesAmended and Restated Bylaws of Amendment to Articles of Incorporationthe Company as filed on July 8, 2003(11)
3.3Articles of Amendment to Articles of Incorporation as filedapproved on December 8, 2003(11)
3.4Certificate of Change to the Articles of Incorporation as filed November 16, 2011(11)
3.5Certificate of Change to the Articles of Incorporation as filed May 1, 2014(11)
3.6Bylaws(1)20, 2021(2)
4.1Amended 2017 Stock Option and Stock Bonus Plan(2)Plan(3)
4.2Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on July 15, 2019(5)2019(6)
4.3Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on April 6, 2020(9)2020(10)
4.4

Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on March 15, 2022(12)

10.1Royalty Agreement between the Company and The Governors of the University of Alberta, dated April 8, 2015(3)2015(4)
10.2Collaborative Research Agreement between the Company and the University of British Columbia, dated May 31, 2016(4)2016(5)
10.3Consulting Agreement between the Company and Clarence E. Smith, dated December 30, 2016(6)2016(7)
10.4Director Consulting Agreement between the Company and Edward P. McDonough, dated December 30, 2016(6)2016(7)
10.5Consulting Agreement between the Company and Grant Young, dated December 30, 2016(7)2016(8)
10.6First Amendment to Consulting Agreement between Clarence E. Smith and the Company dated September 1, 2017(8)2017(9)
10.7First Amendment to Consulting Agreement between Grant Young and the Company dated September 1, 2017(8)2017(9)
10.8First Amendment to Consulting Agreement between Edward P. McDonough and the Company dated September 1, 2017(8)2017(9)
10.9Consulting Agreement between ProtoKinetix Incorporated and Michael Guzzetta, dated November 14, 2017(10)2017(11)
31.1Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INSXBRL Instance Document
101.SCHXBRL Schema Document 
101.CALXBRL Calculation Linkbase Document 
101.DEFXBRL Definition Linkbase Document 
101.LABXBRL Label Linkbase Document
101.PREXBRL Presentation Linkbase Document  

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1.Incorporated by reference from the Company’s registration statementCurrent Report on Form 10-SB8-K filed on June 22, 2001February 14, 2022 with the SEC.
2.2.Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 23, 2021 with the SEC.
3.Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 13, 2018 with the SEC.
3.4.Incorporated by reference from the Company’s Annual Report on Form 10-K filed on April 14, 2015 with the SEC.
4.5.Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 15, 2016 with the SEC.
5.6.Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 17, 2019 with the SEC.
6.7.Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 21, 2017 with the SEC.
7.8.Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 13, 2017 with the SEC.
8.9.Incorporated by reference from the Company’s amended Current Report on Form 8-K/A8-K filed on September 12, 2017 with the SEC.
9.10.Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 10, 2020 with the SEC.
10.11.Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 15, 2017 with the SEC.
 11.12.

Incorporated by reference from the Company’s QuarterlyCurrent Report on Form 10-Q8-K filed on July 10, 2020March 21, 2022 with the SEC.

*Filed herewith.

**Furnished, not filed herewith.

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 SIGNATURES

 SIGNATURES

Pursuant to the requirements of Section 12 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.

Date: July 28, 2021May 10, 2022 PROTOKINETIX, INCORPORATED
   
  By: /s/ Clarence E. Smith
  Clarence E. Smith
  Chief Executive Officer
   
  By: /s/ Michael Guzzetta
  Michael Guzzetta
  Chief Financial Officer

 

 

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