ProtoKinetix, Inc. 10-Q

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, 2021 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 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, there were 293,239,199 shares of ProtoKinetix, Incorporated common stock that were issued and outstanding. PROTOKINETIX, INCORPORATED TABLE OF CONTENTS PART I FINANCIAL INFORMATION Item 1. Financial Statements 3 Unaudited Balance Sheets 3 Unaudited Statements of Operations 4 Unaudited Statement of Stockholders’ Equity 5 Unaudited Statements of Cash Flows 7 Notes to Unaudited Financial Statements 8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21 Item 3. Quantitative and Qualitative Disclosures About Market Risk 24 Item 4. Controls and Procedures 25 PART II OTHER INFORMATION Item 1. Legal Proceedings 26 Item 1A. Risk Factors 26 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 26 Item 3. Defaults Upon Senior Securities 27 Item 4. Mine Safety Disclosure 27 Item 5. Other Information 27 Item 6. Exhibits 28 Signatures 30 2 PROTOKINETIX, INCORPORATED (A Development Stage Company) BALANCE SHEETS (Unaudited) June 30, 2021 December 31, 2020 ASSETS Current Assets Cash $ 84,595 $ 193,445 Prepaid expenses (Note 3) 1,050 1,050 Total current assets 85,645 194,495 Intangible assets (Note 4) 319,830 274,686 Total assets $ 405,475 $ 469,181 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable $ — $ 17,960 Accrued liabilities 5,000 27,000 Total current liabilities 5,000 44,960 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 Additional paid-in capital 44,128,354 43,615,323 Accumulated deficit ( 43,729,442 ) ( 43,192,633 ) Total stockholders’ equity 400,475 424,221 Total liabilities and stockholders’ equity $ 405,475 $ 469,181 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, 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 EXPENSES Amortization – intangible assets (Note 4) $ 750 $ 750 $ 1,500 $ 1,500 General and administrative 206,587 70,991 247,633 128,020 Professional fees 29,395 40,059 62,083 77,049 Research and development 108,218 76,811 149,531 296,323 Share-based compensation (Notes 5 and 8) 58,785 2,017,316 76,062 4,872,300 Total Expenses ( 403,735 ) ( 2,205,927 ) ( 536,809 ) ( 5,375,192 ) Net loss for the period ( 403,735 ) ( 2,205,927 ) ( 536,809 ) ( 5,375,192 ) Net loss per common share (basic and diluted) ( 0.01 ) ( 0.00 ) ( 0.01 ) ( 0.00 ) Weighted average number of common shares outstanding (basic and diluted) 290,414,046 276,557,768 282,228,660 275,979,014 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, 2020 to June 30, 2021 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 Issuance of common stock pursuant to private placement offering 2,222,222 12 199,988 — 200,000 Fair value of share-based compensation — — 2,017,316 — 2,017,316 Net loss for the period — — — ( 2,205,927 ) ( 2,205,927 ) Balance, June 30, 2020 277,622,481 $ 1,484 $ 41,179,346 $ ( 40,923,335 ) $ 257,495 See Notes to Financial Statements 6 PROTOKINETIX, INCORPORATED (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) For the Six Months Ended June 30, 2021 and 2020 Six months ended June 30, 2021 Six months ended June 30, 2020 CASH FLOWS USED IN OPERATING ACTIVITIES Net loss for the period $ ( 536,809 ) $ ( 5,375,192 ) Adjustments to reconcile net loss to cash used in operating activities: Amortization – intangible assets 1,500 1,500 Fair value of share-based compensation 76,062 4,872,300 Changes in operating assets and liabilities: Accounts payable and accrued liabilities ( 39,960 ) 4,480 Net cash used in operating activities ( 499,207 ) ( 496,912 ) CASH FLOWS USED IN INVESTING ACTIVITIES Purchase of intangible assets ( 46,644 ) ( 35,128 ) Net cash used in investing activities ( 46,644 ) ( 35,128 ) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock for cash 437,001 200,000 Net cash from financing activities 437,001 200,000 Net change in cash ( 108,850 ) ( 332,040 ) Cash, beginning of period 193,445 377,349 Cash, end of period $ 84,595 $ 45,309 Cash paid for interest $ — $ — Cash paid for income taxes $ — $ — See Notes to Financial Statements 7 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS June 30, 2021 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 ® . 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. 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 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. The Company survived the adverse affects of the 2020 Covid-19 outbreak and continues to carry out operations including raising funds for ongoing research and product development. 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, included in the Company’s Annual Report on Form 10-K, filed March 5, 2021, 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, 2021 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, 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, 2021 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, 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 80,800,000 stock options (June 30, 2020 – 83,100,000 ), and 11,855,429 warrants (June 30, 2020 – 8,500,000 ) 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, 2021 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, 2021 Note 3. Prepaid Expenses The following summarizes the Company’s prepaid expenses outstanding as at June 30, 2021 and December 31, 2020: Prepaid expenses and deposits outstanding June 30, 2021 December 31, 2020 Rental deposit $ 1,050 $ 1,050 Total $ 1,050 $ 1,050 12 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS June 30, 2021 Note 4. Intangible Assets Intangible asset transactions are summarized as follows: Intangible asset transactions 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 Additions — 46,644 46,644 Balance, June 30, 2021 $ 30,000 $ 307,830 $ 337,830 Accumulated amortization Balance, December 31, 2019 $ 13,500 $ — $ 13,500 Amortization 3,000 — 3,000 Balance, December 31, 2020 $ 16,500 $ — $ 16,500 Amortization 1,500 — 1,500 Balance, June 30, 2021 $ 18,000 $ — $ 18,000 Net carrying amounts December 31, 2020 $ 13,500 $ 261,186 $ 274,686 June 30, 2021 $ 12,000 $ 307,830 $ 319,830 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 month period ended June 30, 2021, the Company recorded $ 1,500 (2020 -$ 1,500 ) 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 % 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 6,000,000 warrants (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 in direct costs relating to the Patent Application Rights, $ 46,644 of which were incurred during the six month period ended June 30, 2021. 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, 2021 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. Note 5. Stock Options Pursuant to an amendment on April 6, 2020, the aggregate number of shares that may be issued under the 2017 Stock Option and Stock Bonus Plan (the “2017 Plan”) is 85,700,000 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, there are 80,800,000 options granted and outstanding under the 2017 Plan. 14 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS June 30, 2021 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 $ (Years) Outstanding, December 31, 2020 82,650,000 0.15 Options cancelled ( 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 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 During the six month period ended June 30, 2021 the Company cancelled 1,600,000 options for shares of common stock exercisable at $ 0.13 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. 15 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS June 30, 2021 Note 5. Stock Options (cont’d) Total share-based compensation for stock options vested during the period June 30, 2021 was $ 76,062 (2020 - $ 4,872,300 ). The fair values of the stock options granted during the six month period ended June 30, 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 Risk-free interest rate 1.76 % 2.55 % Dividend yield 0.00 % 0.00 % Expected stock price volatility 137.68 % 143.57 % Expected forfeiture rate 0.00 % 0.00 % Expected life 6.0 years 5.09 years The following non-qualified stock options were outstanding and exercisable at June 30, 2021: Schedule of options by exercise price Expiry date Exercise Price Number of Options Outstanding Number of Options Exercisable $ December 31, 2022 0.06 800,000 800,000 August 31, 2023 0.08 600,000 600,000 November 8, 2023 0.09 15,000,000 15,000,000 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 June 11, 2026 0.12 7,000,000 7,000,000 October 26, 2026 0.10 500,000 375,000 November 27, 2026 0.10 250,000 250,000 April 15, 2027 0.18 500,000 250,000 80,800,000 80,425,000 As at June 30, 2021, the aggregate intrinsic value of the Company’s stock options is $ 2,107,500 (December 31, 2020 – $ 2,330,750 ). The weighted average fair value of stock options granted during the six month period ended June 30, 2021 is $ 0.09 (2020 - $ 0.14 ). 16 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS June 30, 2021 Note 6. Warrants Warrant transactions for the six months ended June 30, 2021 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 The following warrants were outstanding and exercisable as at June 30, 2021: 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 17 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS June 30, 2021 Note 7. Stockholders’ Equity The Company is authorized to issue 400,000,000 (December 31, 2020 – 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. No dividends have been declared or paid as of June 30, 2021 (December 31, 2020 - $nil). During the six month period ended June 30, 2021, the Company: a) Issued 3,528,572 units (each unit consisting of one share of common stock and one warrant to purchase one share of common stock $ 0.07 ) as part of a private placement for total proceeds of $ 247,001 . 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 month period ended June 30, 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 $ 30,000 (June 30, 2020 - $ 30,000 ) was paid or accrued to the Company's CFO. During the six months ended June 30, 2021, the Company reimbursed a company controlled by the CFO a total of $ 6,300 (June 30, 2020 - $ 6,300 ) in office rent. b) On March 26, 2020, the Company cancelled and concurrently replaced 10,000,000 stock options and 1,000,000 stock options previously issued to the Company’s CEO and a Director of the Company in 2017, respectively. The 11,000,000 replacement options granted have a term of 6 years and are exercisable at a price of $ 0.14 per share, expiring on March 26, 2026 . No stock options were issued during the three month period ending March 31, 2021. c) On June 12, 2020, the Company cancelled 4,000,000 stock options previously issued in July 2019 to the Company’s CFO 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 . d) During the six month period ended June 30, 2021 the Company recognized $nil (2020 - $ 2,504,259 ) in share-based compensation associated with stock options granted to key management personnel. As at June 30, 2021 and December 31, 2020, there were $nil balances owing to related parties. 18 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS June 30, 2021 Note 9. Commitments and Contingency As at June 30, 2021, 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 shares of common stock ( 200,000 shares issued at $ 0.12 ) as part of a private placement for total proceeds of $ 24,000 . 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 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 month period ended June 30, 2021 and 2020, and our financial condition, liquidity and capital resources as of June 30, 2021 and December 31, 2020. 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 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 looking statements. These forward 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 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 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. 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. All forward 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 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 June 30, 2021 2020 Revenues $ — $ — Cost of Sales — — Gross (Loss) Profit — — Operating Expenses Amortization $ 1,500 $ 1,500 General and Administrative 247,633 128,020 Professional Fees 62,083 77,049 Research and Development 149,531 296,323 Share-Based Compensation 76,062 4,872,300 Total Operating Expenses 536,809 5,375,192 Loss from Operations (536,809 ) (5,375,192 ) Net Loss $ (536,809 ) (5,375,192 ) Revenues We had no revenues for the six month periods ended June 30, 2021 and 2020. Gross Profit and Expenses The Company’s net loss was $536,809 for the six month period ended June 30, 2021 compared to $5,375,192 for the six month period ended June 30, 2020. 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 month period ended June 30, 2021 include: General and administrative fees increased by $119,613 from $128,020 to $247,633 primarily as a result of an increase in spending on marketing plan of company assets and investor relations. Research and development significantly decreased year over year with a change of $146,792 from $296,323 to $149,531 as the impact of 2020 covid-19 slowed 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. Share-based compensation decreased dramatically by $4,796,238 from $4,872,300 to $76,062 primarily as a result of a decrease in the value of management stock options vesting during the period. All granted management stock options are vested and no management stock options were granted in the six month period ending June 30, 2021. 22 Liquidity and Capital Resources The following summarizes our statements of cash flows at June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 Cash $ 84,595 $ 193,445 Working Capital $ 80,645 $ 149,535 At June 30, 2021, we had $84,595 in cash and $85,645 in total current assets. As of June 30, 2021, we had a positive working capital equity position of $80,645. Based upon our working capital equity as of June 30, 2021, 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 from $496,912 to $499,207 for the six months ended June 30, 2020 and 2021, respectively. This change was not material and predominantly due to year over year changes in share-based compensation and accounts payable. Net Cash Used in Investing Activities Net cash used in investing activities was $46,644 for the six month period ended June 30, 2021 while the Company had net cash used in investing activities of $35,128 for the comparative period. The difference is attributable to an increase in the purchase and maintenance of intangible assets. Intangible assets consist of an international patent portfolio. Net Cash Provided by Financing Activities Net cash provided by financing activities increased by $237,001 from $200,000 to $437,001 for the six months ended June 30, 2020 and 2021, respectively due to an increase of funding from private placements and the exercise of warrants. 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 . 23 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 six months ended June 30, 2021. 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. 24 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, 2021 (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 six months ended June 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 25 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, 2020 as filed with the SEC on March 5, 2021 and the Form 10-Q for the quarter ended March 31, 2021 as filed with the SEC on April 16, 2021 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. 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. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Between May 3, 2021 and May 25, 2021, the Company issued 2,000,000 shares of common stock upon the exercise of warrants for gross proceeds of $190,000 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 was filed on January 19, 2021, and an amended Form D was filed on March 1, 2021. Other than previously reported, there were no other unregistered sales of equity securities during the period of this quarterly report. 26 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, the Company issued 1,000,000 shares of common stock upon the exercise of warrants for gross proceeds of $70,000 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 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. 27 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. Exhibit Description 3.1 Articles of Incorporation as filed on December 23, 1999(1) 3.2 Articles of Amendment to Articles of Incorporation as filed on July 8, 2003(11) 3.3 Articles of Amendment to Articles of Incorporation as filed on December 8, 2003(11) 3.4 Certificate of Change to the Articles of Incorporation as filed November 16, 2011(11) 3.5 Certificate of Change to the Articles of Incorporation as filed May 1, 2014(11) 3.6 Bylaws(1) 4.1 Amended 2017 Stock Option and Stock Bonus Plan(2) 4.2 Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on July 15, 2019(5) 4.3 Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on April 6, 2020(9) 10.1 Royalty Agreement between the Company and The Governors of the University of Alberta, dated April 8, 2015(3) 10.2 Collaborative Research Agreement between the Company and the University of British Columbia, dated May 31, 2016(4) 10.3 Consulting Agreement between the Company and Clarence E. Smith, dated December 30, 2016(6) 10.4 Director Consulting Agreement between the Company and Edward P. McDonough, dated December 30, 2016(6) 10.5 Consulting Agreement between the Company and Grant Young, dated December 30, 2016(7) 10.6 First Amendment to Consulting Agreement between Clarence E. Smith and the Company dated September 1, 2017(8) 10.7 First Amendment to Consulting Agreement between Grant Young and the Company dated September 1, 2017(8) 10.8 First Amendment to Consulting Agreement between Edward P. McDonough and the Company dated September 1, 2017(8) 10.9 Consulting Agreement between ProtoKinetix Incorporated and Michael Guzzetta, dated November 14, 2017(10) 31.1 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** 101.INS XBRL Instance Document 101.SCH XBRL Schema Document 101.CAL XBRL Calculation Linkbase Document 101.DEF XBRL Definition Linkbase Document 101.LAB XBRL Label Linkbase Document 101.PRE XBRL Presentation Linkbase Document 28 1. Incorporated by reference from the Company’s registration statement on Form 10-SB filed on June 22, 2001 with the SEC. 2. Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 13, 2018 with the SEC. 3. Incorporated by reference from the Company’s Annual Report on Form 10-K filed on April 14, 2015 with the SEC. 4. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 15, 2016 with the SEC. 5. Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 17, 2019 with the SEC. 6. Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 21, 2017 with the SEC. 7. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 13, 2017 with the SEC. 8. Incorporated by reference from the Company’s amended Current Report on Form 8-K/A filed on September 12, 2017 with the SEC. 9. Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 10, 2020 with the SEC. 10. Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 15, 2017 with the SEC. 11. Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on July 10, 2020 with the SEC. * Filed herewith. ** Furnished, not filed herewith. 29 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, 2021 PROTOKINETIX, INCORPORATED By: /s/ Clarence E. Smith Clarence E. Smith Chief Executive Officer By: /s/ Michael Guzzetta Michael Guzzetta Chief Financial Officer 30