What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-10 compared with 2021-03-05 · 1075 added, 1079 removed, 208 unchanged (91% of the section changed)

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 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

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 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

December 31, 2020 (the end of the period covered by this report).

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 December 31, 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 not 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 not 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.

our principal accounting officer concluded that these disclosure controls and procedures are not 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 not 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.

Management’s Annual Report on Internal

Control Over Financial Reporting

In accordance with Item 308 of SEC Regulation

S-K, management is required to provide an annual report regarding internal controls over our financial reporting.

which includes management’s assessment of the effectiveness of our internal controls over financial reporting, is found below.

Annual Report on Internal Control Over Financial Reporting

In accordance with

Item 308 of SEC Regulation S-K, management is required to provide an annual report regarding internal controls over our financial reporting.

This report, which includes management’s assessment of the effectiveness of our internal controls over financial reporting, is

Inasmuch as the Company is neither an accelerated filer nor a large accelerated filer, the Company is not obligated to provide

an attestation report on the Company’s internal control over financial reporting by the Company’s registered public

accounting firm.

Internal Control Over Financial Reporting

Our management is also responsible for establishing

and maintaining adequate internal control over financial reporting (“ICFR”) as defined in Rules 13a-15(f) and 15d-15(f)

under the 1934 Act.

Our ICFR are intended to be designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with U.S.

Our ICFR are expected

to include those policies and procedures that management believes are necessary that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that receipts and expenditures of the Company are being made only in accordance with proper authorizations of management and our directors;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management recognizes that there are inherent

limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide

only reasonable assurance with respect of financial statement preparation and may not prevent or detect misstatements.

effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due

to deterioration in the degree of compliance with our established policies and procedures.

As of December 31, 2020, management (with the

participation of the Chief Executive Officer and the Chief Financial Officer) conducted an evaluation of the effectiveness of the

Company’s ICFR based on the framework set forth in Internal Control--Integrated Framework (2013) issued by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments by smaller reporting

companies and non-accelerated filers.

an attestation report on the Company’s internal control over financial reporting by the Company’s registered public accounting

Internal Control

Over Financial Reporting

Our management is also

responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) as defined in Rules

13a-15(f) and 15d-15(f) under the 1934 Act.

Our ICFR are intended to be designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

are expected to include those policies and procedures that management believes are necessary that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

assets of the Company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that receipts and expenditures of the Company are being made only in accordance with proper authorizations of management

and our directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s

assets that could have a material effect on the financial statements.

Management recognizes

that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal

control can provide only reasonable assurance with respect of financial statement preparation and may not prevent or detect misstatements.

In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions

or due to deterioration in the degree of compliance with our established policies and procedures.

As of December 31,

2021, management (with the participation of the Chief Executive Officer and the Chief Financial Officer) conducted an evaluation of the

effectiveness of the Company’s ICFR based on the framework set forth in Internal Control--Integrated Framework (2013) issued by

the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments by smaller

reporting companies and non-accelerated filers.

Based on that assessment, management (with the participation of the Chief Executive Officer

and the Chief Financial Officer) concluded that, during the period covered by this report, such internal controls and procedures

were not effective as of December 31, 2020.

Material Weaknesses Identified

In connection with the preparation of our financial

statements for the year ended December 31, 2020, certain significant deficiencies in internal control became evident to management

that, in the aggregate, represent material weaknesses, which include the following:

Insufficient segregation of duties in our finance

and accounting functions due to limited personnel.

During the year ended December 31, 2020, we used outside services to perform

all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and

systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements.

and the Chief Financial Officer) concluded that, during the period covered by this report, such internal controls and procedures were

not effective as of December 31, 2021.

Material Weaknesses

In connection with

the preparation of our financial statements for the year ended December 31, 2021, certain significant deficiencies in internal control

became evident to management that, in the aggregate, represent material weaknesses, which include the following:

Insufficient segregation

of duties in our finance and accounting functions due to limited personnel.

During the year ended December 31, 2021, we used outside

services to perform all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting

records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements.

This creates a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets,

calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC.

control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented

Insufficient corporate governance policies.

Although we have a code of ethics which provides broad guidelines for corporate governance, our corporate governance activities

and processes are not always formally documented.

Specifically, decisions made by our Board of Directors to be carried out

by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding

key decisions affecting our operations and management.

Plan for Remediation of Material Weaknesses

We intend to take appropriate and reasonable

steps to make the necessary improvements to remediate these deficiencies provided that we have the resources to implement them.

This Annual Report does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report

is not subject to attestation by our registered public accounting firm.

There was no change in our internal control over financial reporting

that occurred during the year ended December 31, 2020, that has materially affected, or is reasonably likely to materially affect,

our internal control over financial reporting.

These control

deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

Insufficient corporate

governance policies.

Although we have a code of ethics which provides broad guidelines for corporate governance, our corporate

governance activities and processes are not always formally documented.

Specifically, decisions made by our Board of Directors

to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings

regarding key decisions affecting our operations and management.

Plan for Remediation

of Material Weaknesses

We intend to take appropriate

and reasonable steps to make the necessary improvements to remediate these deficiencies provided that we have the resources to implement

This Annual Report

does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report is not subject to attestation by our registered public accounting firm.

There was no change in our internal control

over financial reporting that occurred during the year ended December 31, 2020, that has materially affected, or is reasonably likely

to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Between January 1, 2021 and March 5, 2021,

the Company sold 3,528,572 Units (each Unit comprised of one common share and one warrant to purchase one common share at $0.07)

for gross proceeds of $247,000 to accredited investors in a private placement.

The warrants were immediately vested and expire

one year from the date of issuance.

Between January 3,

2022 and February 8, 2022, the Company issued 2,136,666 shares of common stock to accredited investors in a private 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.

A Form D was filed on January 19, 2021 and an amended Form D was filed with the SEC on March 1, 2021.

On January 14, 2021, the Board canceled 1,600,000 options issued

to vendors pursuant to the 2017 Plan.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS

AND CORPORATE GOVERNANCE

As of March 5, 2021, the Company’s current

officers and directors consist of the following persons:

Year Appointed

Chairman, Chief Executive Officer, President

February 2015

Michael R Guzzetta

Chief Financial Officer

November 2017

Smith was appointed President

and Chief Executive Officer for the Company on February 19, 2015 and was previously appointed a member of the Board of Directors

of the Company on June 1, 2014.

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.

10, 2021 a Form D was filed.

On December 28, 2021 a Form D was filed and an amended Form D was filed on January 12, 2022.

On February 11, 2022, the Company held its

first annual stockholder meeting.

The meeting was held solely by means of remote communication due to COVID-19 concerns.

At the meeting,

(i) elected Clarence Smith and Ed McDonough as directors of the Company;

(ii) approved the amendment and restatement of the

Company’s Articles of Incorporation to, among other things, increase the number of authorized shares of common stock to 500,000,000;

(iii) voted, in an advisory vote, to approve the compensation of the Company’s named executive officers;

(iv) voted, in an advisory

vote, to conduct an advisory vote on compensation of the Company’s named executive officers every three years;

and (v) approved

the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the Company’s independent accounting firm

for the 2022 fiscal year.

DIRECTORS, EXECUTIVE

OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE

As of March 5, 2021, the Company’s

current officers and directors consist of the following persons:

Chief Executive Officer, President

Financial Officer

was appointed President and Chief Executive Officer for the Company on February 19, 2015 and was previously appointed a member of

the Board of Directors of the Company on June 1, 2014.

Prior to joining the Company as President and CEO, Mr.

Smith served and continues to serve

as managing member of Tombstone Resources and Smith Equipment, LLC, a privately held company that holds operating oil and gas wells

and Smith Equipment Company, a privately held company that leases out construction equipment.

Smith started

Arvilla Well Service in West Virginia which provided construction services to oil and gas companies in the Appalachian Basin.

Smith served and

continues to serve as managing member of Tombstone Resources and Smith Equipment, LLC, a privately held company that holds operating

oil and gas wells and Smith Equipment Company, a privately held company that leases out construction equipment.

started Arvilla Well Service in West Virginia which provided construction services to oil and gas companies in the Appalachian Basin.

After merging Arvilla Well Service into Arvilla Pipeline Construction Co., Inc., Mr.

Smith sold the company in 2008.

Smith also purchased Arrow Oilfield Services in 2004, which was renamed Arvilla Oilfield Services, LLC and subsequently merged

with Trans Energy, a publicly traded company in 2004.

Smith served as Chairman of the Board and CEO of Trans Energy,

also purchased Arrow Oilfield Services in 2004, which was renamed Arvilla Oilfield Services, LLC and subsequently merged with Trans Energy,

a publicly traded company in 2004.

Smith served as Chairman of the Board and CEO of Trans Energy, Inc.

from 2005 to 2006.

1 unchanged sentence

Marys High School in West Virginia in 1981.

Guzzetta was appointed Chief

Financial Officer of the Company on November 14, 2017.

Guzzetta is a Certified Public Accountant with a practice located

in Central & Northeast Ohio providing services including business and individual taxation, non-profit accounting, corporate

policy and procedure development, business organization and consulting.

was appointed Chief Financial Officer of the Company on November 14, 2017.

Guzzetta is a Certified Public Accountant with

a practice located in Central & Northeast Ohio providing services including business and individual taxation, non-profit accounting,

corporate policy and procedure development, business organization and consulting.

Prior to opening his practice, he spent 20 years

1 unchanged sentence

Between 2014 and 2015, Mr.

Guzzetta served as Treasurer

and principal financial officer of Trans Energy Inc., a publicly traded energy company, where his responsibilities included corporate

banking, risk management, maintaining fiscal control, budgeting, taxation and SEC reporting.

His prior positions include

Midwest Region Business Manager for a Fortune 100 company and Controller for an energy marketing company.

Guzzetta also

served as an Adjunct Professor at Stark State College and taught courses in accounting, finance, business management, and economics.

He is a graduate of Walsh University where he graduated Magna Cum Laude with a BA in Accounting.

He earned his MBA from Capital

University in Columbus, Ohio.

Guzzetta has been a past member of both the Ohio Society of Certified Public Accountants

and the American Institute of Certified Public Accountants.

He has served on the boards of the Canton Ballet, the ALS CARE

Project and the Finance Committee of Stark County Board of Developmental Disabilities.

McDonough was appointed as

a member of the Board of Directors of the Company on July 1, 2015.

In addition to serving as a director of the Company, Mr.

McDonough is a managing shareholder and President of McDonough, Eddy, Parsons & Baylous, A.C., a certified public accountant

firm in Parkersburg, West Virginia since 1985.

Guzzetta served as Treasurer and

principal financial officer of Trans Energy Inc., a publicly traded energy company, where his responsibilities included corporate banking,

risk management, maintaining fiscal control, budgeting, taxation and SEC reporting.

His prior positions include Midwest Region

Business Manager for a Fortune 100 company and Controller for an energy marketing company.

Guzzetta also served as an Adjunct

Professor at Stark State College and taught courses in accounting, finance, business management, and economics.

He is a graduate

of Walsh University where he graduated Magna Cum Laude with a BA in Accounting.

He earned his MBA from Capital University in Columbus,

Guzzetta has been a past member of both the Ohio Society of Certified Public Accountants and the American Institute of

Certified Public Accountants.

He has served on the boards of the Canton Ballet, the ALS CARE Project and the Finance Committee

of Stark County Board of Developmental Disabilities.

was appointed as a member of the Board of Directors of the Company on July 1, 2015.

In addition to serving as a director of

the Company, Mr.

McDonough is a managing shareholder and President of McDonough, Eddy, Parsons & Baylous, A.C., a certified public

accountant firm in Parkersburg, West Virginia since 1985.

The firm originated in the early 1950s, employs 15 professional certified

public accountants and accountants, and serves as certified public accountants for approximately 400 private corporations, firms,

and individuals in various commercial, business, professional, and industrial fields.

McDonough became a Certified Public

Accountant in 1978, a Certified Valuation Analyst in 1996, and a Chartered Global Management Accountant in 2012.

McDonough has served as a Director and Chairman of the Board of Community Bank of Parkersburg, held by Community Bankshares,

He is also a Member of the American Institute of Certified Public Accountants (AICPA), has served as a Past President

and Member of the West Virginia Board of Accountancy, is a Life Member, Past Director and Past President of the West Virginia Society

of Certified Public Accountants and is a Member and Past President of the Parkersburg Chapter of the West Virginia Society of CPAs.

McDonough acquired his Bachelor of Science in Business Administration with a Major in Accounting at West Virginia University

in Morgantown, West Virginia in 1973.

public accountants and accountants, and serves as certified public accountants for approximately 400 private corporations, firms, and

individuals in various commercial, business, professional, and industrial fields.

McDonough became a Certified Public Accountant

in 1978, a Certified Valuation Analyst in 1996, and a Chartered Global Management Accountant in 2012.

Since 1986, Mr.

has served as a Director and Chairman of the Board of Community Bank of Parkersburg, held by Community Bankshares, Inc.

a Member of the American Institute of Certified Public Accountants (AICPA), has served as a Past President and Member of the West Virginia

Board of Accountancy, is a Life Member, Past Director and Past President of the West Virginia Society of Certified Public Accountants

and is a Member and Past President of the Parkersburg Chapter of the West Virginia Society of CPAs.

McDonough acquired his

Bachelor of Science in Business Administration with a Major in Accounting at West Virginia University in Morgantown, West Virginia in

Family Relationships

There are no family relationships among any

of our executive officers and directors.

There are no family

relationships among any of our executive officers and directors.

Term of Office

Each director shall hold office until the next

annual meeting of shareholders or until his successor shall have been elected and qualified, or until there is a decrease in the

number of directors.

Involvement in Legal Proceedings

See Item 3—Legal Proceedings.

Each director shall

hold office until the next annual meeting of stockholders or until his successor shall have been elected and qualified, or until there

is a decrease in the number of directors.

Involvement in Legal

See Item 3—Legal

Corporate Governance

Code of Ethics

On July 8, 2019, the Board adopted a new Code

of Business Conduct and Ethics and Whistleblower Policy (“Code of Ethics”) which replaced in its entirety the Company’s

prior code of ethics.

The Code of Ethics applies to all directors, officers, employees and consultants of the Company and amends

and restates the Company’s prior code of ethics to update certain provisions for business and regulatory developments and

to provide additional guidance and greater detail on certain issues such as conflicts of interest, reporting illegal or unethical

behavior, confidentiality and use of the Company’s assets, and hedging of Company securities.

The Board also approved an

insider trading policy, related party transactions policy, and policy on trading blackout periods, benefit plans and SEC reporting.

Committees of the Board of Directors

The Company does not currently have a separately

designated audit committee.

Instead, the Board of Directors as a whole acts as the Company’s audit committee.

Consequently,

the Company does not currently have a designated audit committee financial expert.

The Company also does not have a separately

designated compensation committee.

To date, the Company has not retained an independent compensation advisor to assist the Company

review and analyze the structure and terms of the Company’s executive officers.

On July 8, 2019, the

Board adopted a new Code of Business Conduct and Ethics and Whistleblower Policy (“Code of Ethics”) which replaced in its

entirety the Company’s prior code of ethics.

The Code of Ethics applies to all directors, officers, employees and consultants of

the Company and amends and restates the Company’s prior code of ethics to update certain provisions for business and regulatory

developments and to provide additional guidance and greater detail on certain issues such as conflicts of interest, reporting illegal

or unethical behavior, confidentiality and use of the Company’s assets, and hedging of Company securities.

The Board also approved

an insider trading policy, related party transactions policy, and policy on trading blackout periods, benefit plans and SEC reporting.

Committees of

the Board of Directors

The Company does not

currently have a separately designated audit committee.

Instead, the Board of Directors as a whole acts as the Company’s

audit committee.

Consequently, the Company does not currently have a designated audit committee financial expert.

The Company also does

not have a separately designated compensation committee.

To date, the Company has not retained an independent compensation advisor to

assist the Company review and analyze the structure and terms of the Company’s executive officers.

Independent Directors

The Board of Directors has determined that

The Board of Directors

has determined that Mr.

McDonough is the only independent member of the Board of Directors of the Company pursuant to SEC Rule 10A-3(b)(1).

Business and Scientific Advisory Board

Our Business and Scientific Advisory Board

exists to assist the Board of Directors with understanding both the regulatory and business aspects of the biopharmaceutical industry

are particularly valuable for the expansion and commercialization of AAGP ®

applications.

The members on the

Scientific Advisory Board

Our Business and Scientific

Advisory Board exists to assist the Board of Directors with understanding both the regulatory and business aspects of the biopharmaceutical

industry are particularly valuable for the expansion and commercialization of AAGP ® applications.

The members on

the board are:

Julia Levy, PhD, Chairman, Business and Scientific Advisory Board.

Levy is a founder, former President and former Chief Scientific Officer of QLT, Inc., where she and her colleagues developed the first medical treatment for macular degeneration, a leading cause of blindness among the elderly.

Levy is a founder, former President and former Chief

Scientific Officer of QLT, Inc., where she and her colleagues developed the first medical treatment for macular degeneration, a leading

cause of blindness among the elderly.

She has received numerous awards and honorary degrees.

2 unchanged sentences

Peter Jensen, former director of the Company.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”), requires the Company’s directors, executive officers and holders of

more than 10% of the Company’s common stock to file with the Securities and Exchange Commission initial reports of ownership

and reports of changes in ownership of common stock and other equity securities of the Company.

To our knowledge, based solely

on a review of copies of Forms 3, 4 and 5 and any amendments thereto filed with the Securities and Exchange Commission and stockholder

reports from our transfer agent and written representations that no other reports were required, during the fiscal year ended December

31, 2020 our officers, directors and 10% or more stockholders complied with all Section 16(a) filing requirements applicable to

them except that:

Smith filed one Form 4 late representing one transaction not reported on a timely basis.

Delinquent Section

16(a) Reports

Section 16(a) of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors, executive officers

and holders of more than 10% of the Company’s common stock to file with the Securities and Exchange Commission initial reports

of ownership and reports of changes in ownership of common stock and other equity securities of the Company.

To our knowledge,

based solely on a review of copies of Forms 3, 4 and 5 and any amendments thereto filed with the Securities and Exchange Commission and

stockholder reports from our transfer agent and written representations that no other reports were required, during the fiscal year ended

December 31, 2020 our officers, directors and 10% or more stockholders complied with all Section 16(a) filing requirements applicable

to them except that:

Guzzetta filed two Forms 4 late representing eight transactions not reported on a timely basis, and Mr.

filed two Forms 4 late representing three transactions not reported on a timely basis.

EXECUTIVE COMPENSATION

The following table summarizes the annual compensation paid to ProtoKinetix’s

named executive officers for the two years ended December 31, 2020 and 2019:

Summary Compensation Table for Executive

Name and Principal Position

President & CEO

Michael R Guzzetta

Chief Financial Officer

(1) Represents the grant date full fair value of compensation costs of stock options granted during the respective year for financial statement reporting purposes, using the Black-Scholes option pricing model.

Assumptions used in the calculation of these amounts are included in the Company’s consolidated financial statements.

Refer to the Outstanding Equity Awards at Fiscal Year End schedule regarding option details on an award-by-award basis.

The following table summarizes the annual

compensation paid to ProtoKinetix’s named executive officers for the two years ended December 31, 2021 and 2020:

Summary Compensation

Table for Executive Officers

and Principal Position

Financial Officer

Represents the grant date full fair value of compensation costs of stock options granted during the respective year for financial

statement reporting purposes, using the Black-Scholes option pricing model.

Assumptions used in the calculation of these amounts

are included in the Company’s consolidated financial statements.

Refer to the Outstanding Equity Awards at Fiscal Year End

schedule regarding option details on an award-by-award basis.

Consulting Agreements

We have entered into

consulting agreements with certain Company officers as set forth below.

Smith –

have entered into consulting agreements with certain Company officers as set forth below.

Smith is Chief Executive Officer and President of the Company.

He entered into a consulting agreement

with the Company dated December 30, 2016 (effective January 1, 2017) (the “2017 Smith Agreement”).

The 2017 Smith Agreement provides for a one-year

term through December 31, 2017 and for an annual salary of $1.00.

Smith is entitled to receive a bonus payment equal

to 2.5% of the aggregate value of any application sale or license of any patent rights or products effected during the term of

with the Company dated December 30, 2016 (effective January 1, 2017) (the “2017 Smith Agreement”).

The 2017 Smith Agreement

Smith is also entitled to a termination

fee if the agreement is terminated for the following two reasons:

A termination without cause:

Smith is terminated without cause he will be entitled to a termination fee of $100,000 per year of service (including the pro-rata amount for partial years of service);

A termination upon a change of control event:

Following a change of control event he will be entitled to a termination fee equal to $100,000 per year of service (including the pro-rata amount for partial years of service) plus 2.5% of the aggregate transaction value of the change of control.

In connection with the 2017 Smith Agreement,

the Company issued Mr.

Smith an option pursuant to the Amended 2017 Plan to purchase 5,000,000 shares of common stock of the Company

at a price of $0.05 per share with 1,250,000 shares vesting every three months starting March 31, 2017.

provides for a one-year term through December 31, 2017 and for an annual salary of $1.00.

Smith is entitled to receive a bonus

payment equal to 2.5% of the aggregate value of any application sale or license of any patent rights or products effected during the

term of the 2017 Smith Agreement.

Smith is also entitled

to a termination fee if the agreement is terminated for the following two reasons:

termination without cause:

Smith is terminated without cause he will be entitled to a termination fee of $100,000 per

year of service (including the pro-rata amount for partial years of service);

termination upon a change of control event:

Following a change of control event he will be entitled to a termination fee equal

to $100,000 per year of service (including the pro-rata amount for partial years of service) plus 2.5% of the aggregate transaction

value of the change of control.

On September 1, 2017, Mr.

Smith and the Company

entered into an amendment to the 2017 Smith Agreement (the “September Amendment”), whereby the term of the agreement

was extended from December 31, 2017 to December 31, 2018 and automatically renews for one-year increments under the same terms

and conditions of the 2017 Smith Agreement, unless either party gives written notice to the other party at least 30 days prior

to the end of such calendar year.

In connection with the September Amendment,

the Company issued Mr.

Smith an option pursuant to the Company’s Amended 2017 Plan to purchase 5,000,000 shares of common

stock of the Company at a price of $0.06 per share, with 1,250,000 shares vesting every three months starting December 31, 2017.

In connection with Mr.

Smith’s continued

service to the Company, on November 9, 2018, the Company issued options pursuant to the Amended 2017 Plan to acquire 5,000,000

shares of common stock of the Company at an exercise price of $0.09 per share with 1,250,000 shares vesting every three months

starting March 31, 2019.

Prior to a change in control of the Company, the vesting schedule of the option shall immediately accelerate

so that the option is fully vested and available for exercise by Mr.

Please refer to “Recent Sales

of Unregistered Securities and Use of Proceeds”

for a description of the option grants canceled and issued to Mr.

Guzzetta –

Guzzetta is Chief Financial Officer of the Company.

Smith and the Company entered

into an amendment to the 2017 Smith Agreement (the “September Amendment”), whereby the term of the agreement was extended

from December 31, 2017 to December 31, 2018 and automatically renews for one-year increments under the same terms and conditions of the

2017 Smith Agreement, unless either party gives written notice to the other party at least 30 days prior to the end of such calendar year.

On August 4, 2021, in connection with Mr.

continued service to the Company, the Company cancelled, and concurrently replaced 25,000,000 stock options previously issued

Smith pursuant to the Company’s Amended 2017 Plan between 2018 to 2020 at various exercise prices between $0.09 and $0.26

The replacement options have a term of 6 years, exercisable at a price of $0.11 per share, expiring on August

In addition, the Company granted Mr.

Smith an option to purchase 2,600,000 shares of common stock under the Amended 2017 Plan

with the same terms as the replacement options.

Prior to a change in control of the Company, the vesting schedule of the options shall

immediately accelerate so that the options are fully vested and available for exercise by Mr.

Please refer to “Outstanding Equity

Awards at Fiscal Year-End” for a description of the option grants issued to Mr.

Smith during 2021.

Guzzetta – Mr.

is Chief Financial Officer of the Company.

He entered into a consulting agreement with the Company dated November 14, 2017.

The consulting agreement term is from November 14, 2017 to December 1, 2018, with automatic renewal in one-year increments

with both parties having a right to terminate by giving either party notice 30 days prior to the end of the term.

It also provides

for a monthly consulting fee of $5,000.

consulting agreement term is from November 14, 2017 to December 1, 2018, with automatic renewal in one-year increments with both parties

having a right to terminate by giving either party notice 30 days prior to the end of the term.

It also provides for a monthly consulting

fee of $5,000.

In 2021, the Company paid Mr.

Guzzetta $60,000 in consulting fees, and reimbursed The Guzzetta

Company LLC $12,600 in office rent.

In 2018, he received $60,000 in consulting fees and The Guzzetta Company LLC was reimbursed

$12,600 for office rent of $1,050 monthly.

In connection with the consulting agreement,

the Company issued Mr.

Guzzetta an option pursuant to the Amended 2017 Plan to purchase 1,000,000 shares of common stock of the

Company at a price of $0.07 per share with 250,000 shares vesting every three months starting February 14, 2018.

On November 9, 2018, in connection with Mr.

Guzzetta’s continued service to the Company, the Company issued options pursuant to the Amended 2017 Plan to acquire 4,000,000

shares of common stock of the Company at an exercise price of $0.09 per share with 1,000,000 shares vesting every three months

starting March 31, 2019.

Prior to a change in control of the Company, the vesting schedule of the option shall immediately accelerate

so that the option is fully vested and available for exercise by Mr.

Please refer to “Recent Sales

of Unregistered Securities and Use of Proceeds”

for a description of the option grants canceled and issued to Mr.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information as

to option awards held by each of the named executive officers of ProtoKinetix as of December 31, 2020.

Unexercised Options

Guzzetta $60,000 in consulting fees, and reimbursed The Guzzetta Company LLC $12,600 in office

In 2020, he received $60,000 in consulting fees and The Guzzetta Company LLC was reimbursed $12,600 for office rent of $1,050 monthly.

On August 4, 2021, in connection with Mr.

continued service to the Company, the Company cancelled, and concurrently replaced 7,500,000 stock options previously issued

Guzzetta pursuant to the Company’s Amended 2017 Plan between 2019 to 2020 at various exercise prices between $0.11 and $0.12

The replacement options have a term of 6 years, exercisable at a price of $0.11 per share, expiring on August

In addition, the Company granted Mr.

Guzzetta an option to purchase 260,000 shares of common stock under the Amended 2017 Plan

with the same terms as the replacement options.

Prior to a change in control of the Company, the vesting schedule of the options shall

immediately accelerate so that the options are fully vested and available for exercise by Mr.

Please refer to “Outstanding Equity

Awards at Fiscal Year-End” for a description of the option grants issued to Mr.

Guzzetta during 2021.

Outstanding Equity

Awards at Fiscal Year-End

The following table

provides information as to option awards held by each of the named executive officers of ProtoKinetix

as of December 31,

Unexercisable

5,000,000 (1)

5,000,000 (2)

5,000,000 (3)

5,000,000 (4)

4,000,000 (7)

4,000,000 (8)

Represents options granted pursuant to the Amended 2017 Plan on November 9, 2018 at $0.09 per share with 1,250,000 vesting every three months beginning March 31, 2019.

Represents options granted pursuant to the Amended 2017 Plan on July 15, 2019 at $0.26 per share with 1,250,000 vesting every three months beginning October 13, 2019.

Represents options granted pursuant to the Amended 2017 Plan on November 18, 2018 at $0.11 per share with 1,250,000 vesting every three months beginning February 18, 2020.

Represents options granted pursuant to the Amended 2017 Plan on March 25, 2020 at $0.14 per share issued fully vested.

Represents options granted pursuant to the Amended 2017 Plan on November 14, 2017 at $0.07 per share with 250,000 vesting every three months beginning February 14, 2018.

Represents options granted pursuant to the Amended 2017 Plan on September 1, 2017 at $0.09 per share with 1,000,000 vesting every three months beginning March 31, 2019.

Represents options granted pursuant to the Amended 2017 Plan on November 18, 2020 at $0.11 per share issued fully vested.

Represents options granted pursuant to the Amended 2017 Plan on June 12, 2020 at $0.12 per share issued fully vested.

Director Compensation

The following table sets forth a summary of the compensation

earned by each non-employee director who served on the Board during the fiscal year ended December 31, 2020:

options cancelled, and subsequently regranted pursuant to the Amended 2017 Plan on August 4, 2021 at $0.11 per share, fully vested.

options granted pursuant to the Amended 2017 Plan on August 4, 2021 at $0.11 per share with 650,000 vesting on September 30, 2021

and 650,000 vesting every three months thereafter.

options granted pursuant to the Amended 2017 Plan on September 1, 2017 at $0.09 per share, fully vested.

options cancelled, and subsequently regranted pursuant to the Amended 2017 Plan on August 4, 2021 at $0.11 per share, fully vested.

options granted pursuant to the Amended 2017 Plan on August 4, 2021 at $0.11 per share with 65,000 vesting on September 30, 2021

and 65,000 vesting every three months thereafter.

Director Compensation

Earned or Paid in Cash

The aggregate grant date fair value of these stock awards was computed in accordance with ASC 718.

Represents the grant date full fair

value of compensation costs of stock options granted during the respective year for financial statement reporting purposes, using

the Black-Scholes Option Pricing Model.

Assumptions used in the calculation of these amounts are included in the Company’s

audited financial statements.

As of December 31, 2020, Mr.

held options to acquire 7,000,000 shares of the Company’s common stock, all of which were vested and exercisable.

On or about December 30, 2016, the Company

entered into a new consulting agreement with Mr.

McDonough, effective January 1, 2017 (the “2017 McDonough Agreement”).

The 2017 McDonough Agreement is for a one-year

term through December 31, 2017.

In connection with the 2017 McDonough Agreement, the Company issued Mr.

McDonough an option pursuant

to the Amended 2017 Plan to purchase 1,000,000 shares of common stock of the Company at a price of $0.05 per share with 250,000

shares vesting every three months starting March 31, 2017.

On September 1, 2017, the Company entered into

an amendment to the 2017 McDonough Agreement, effective immediately.

This new agreement is effective through December 31, 2018,

but shall automatically renew for one-year increments under the same terms and conditions of the 2017 McDonough Agreement unless

by stockholder vote or 30 days prior to the end of such calendar year written notice is given by either party to the other notifying

The following table sets forth a

summary of the compensation earned by each non-employee director who served on the Board during the fiscal year ended December 31, 2021:

or Paid in Cash

aggregate grant date fair value of these stock awards was computed in accordance with ASC 718.

the grant date full fair value of compensation costs of stock options granted during the respective year for financial statement

reporting purposes, using the Black-Scholes Option Pricing Model.

Assumptions used in the calculation of these amounts are included

in the Company’s audited financial statements.

December 31, 2021, Mr.

McDonough held options to acquire 7,000,000 shares of the Company’s common stock, all of which were

vested and exercisable and expire on August 3, 2028.

On or about December

30, 2016, the Company entered into a new consulting agreement with Mr.

McDonough, effective January 1, 2017 (the “2017 McDonough

On September 1, 2017,

the Company entered into an amendment to the 2017 McDonough Agreement, effective immediately.

This new agreement is effective through

December 31, 2018, but shall automatically renew for one-year increments under the same terms and conditions of the 2017 McDonough Agreement

unless by stockholder vote or 30 days prior to the end of such calendar year written notice is given by either party to the other notifying

them of a desire to terminate.

In connection with the amendment to the 2017

McDonough Agreement, the Company granted Mr.

McDonough options pursuant to the Amended 2017 Plan to purchase 1,000,000 shares of

common stock of the Company at an exercise price of $0.06 per share with 250,000 shares vesting every three months starting December

On November 9, 2018, in connection with continued

service to the Company, the Company granted Mr.

McDonough options pursuant to the Amended 2017 Plan to purchase 1,000,000 shares

of common stock of the Company at an exercise price of $0.09 per share with 250,000 shares vesting every three months starting

March 31, 2019.

Prior to a change in control of the Company, the vesting schedule of the option shall immediately accelerate so

that the option is fully vested and available for exercise by Mr.

Please refer to “Recent Sales

of Unregistered Securities and Use of Proceeds”

for a description of the option grants canceled and issued to Mr.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain

information regarding our shares of common stock beneficially owned as of March 5, 2021, for (i) each stockholder

known to be the beneficial owner of more than 5% of our outstanding shares of common stock (ii) each named executive officer

and director, and (iii) all executive officers and directors as a group.

A person is considered to beneficially own any

(a) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (b) of

which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock

options, warrants or convertible debt.

Shares underlying such options, warrants, and convertible promissory notes, however,

are only considered outstanding for the purpose of computing the percentage ownership of that person and are not considered

outstanding when computing the percentage ownership of any other person.

Unless otherwise indicated, voting and investment

power relating to the shares shown in the table for our directors and executive officers is exercised solely by the

beneficial owner or shared by the owner and the owner’s spouse or children.

Name & Address of Beneficial Owner

March 5, 2021

More than 5% Stockholders

Grant Young (2)

On August 4, 2021, in connection with Mr.

continued service to the Company, the Company cancelled, and concurrently replaced 7,000,000 stock options previously issued

McDonough pursuant to the Company’s Amended 2017 Plan between 2018 to 2020 at various exercise prices between $0.09 and $0.26

The replacement options have a term of 6 years, exercisable at a price of $0.11 per share, expiring on August

Prior to a change in control of the Company, the vesting schedule of the options shall immediately accelerate so that the options

are fully vested and available for exercise by Mr.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table

sets forth certain information regarding our shares of common stock beneficially owned as of March 9, 2022, for (i) each stockholder

known to be the beneficial owner of more than 5% of our outstanding shares of common stock (ii) each named executive officer and director,

and (iii) all executive officers and directors as a group.

A person is considered to beneficially own any shares:

(a) over which

such person, directly or indirectly, exercises sole or shared voting or investment power, or (b) of which such person has the right to

acquire beneficial ownership at any time within 60 days through an exercise of stock options, warrants or convertible debt.

Shares underlying

such options, warrants, and convertible promissory notes, however, are only considered outstanding for the purpose of computing the percentage

ownership of that person and are not considered outstanding when computing the percentage ownership of any other person.

Unless otherwise

indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised

solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

& Address of Beneficial Owner

than 5% Stockholders

Alexandra Smith (3)

Directors and Named Executive Officers

All directors and executive officers as a group:

on 289,483,643 shares of common stock outstanding on March 5, 2021, and, with respect to each individual holder, rights to

acquire common stock exercisable within 60 days of March 5, 2021.

Consists of 10,021,250 shares of common stock owned by Mr.

and Named Executive Officers

All directors

and executive officers as a group:

on 299,530,151 shares of common stock outstanding on March 9, 2022, and, with respect to each individual holder, rights to acquire

common stock exercisable within 60 days of March 9, 2022.

of 10,021,250 shares of common stock owned by Mr.

Young directly;

1,125,600 shares held by Mr.

Young’s wife;

the right to acquire 6,000,000 shares of common stock upon warrant exercise;

Young’s wife;

the right to acquire

6,000,000 shares of common stock upon warrant exercise;

the right to acquire 33,500,000 shares of common stock upon option exercise;

and the right to acquire 585,000 shares of common stock upon option exercise.

The principal address of Mr.

Young is 6438 Rosebery Ave, West Vancouver, BC, V7W 2C6, Canada.

Young is 6438 Rosebery

Ave, West Vancouver, BC, V7W 2C6, Canada.

Consists of 27,700,776 shares of common stock owned by Alexandra Smith directly.

1 unchanged sentence

Smith is 1409 Peachtree Road, Daytona Beach, FL 32114.

Consists of 29,018,253 shares of common stock owned by Mr.

Smith disclaims any beneficial interest in Ms.

Smith’s shares.

of 29,994,443 shares of common stock owned by Mr.

Smith directly, 13,235,160 held by Mr.

Smith’s trusts, 1,850,000 held by Mr.

Smith’s retirement account, the right to acquire 25,000,000 shares of common stock upon option exercise, and the right to acquire 359,503 shares upon warrant exercise.

Smith’s trusts, 1,850,000 held by Mr.

Smith’s retirement account, the right to acquire 26,950,000 shares of common stock upon option exercise, and the right to

acquire 359,503 shares upon warrant exercise.

The principal address of Mr.

Smith is 1845 County Road #214, St.

Augustine, FL 32084.

Consists of 173,313 shares of common stock owned by Mr.

Guzzetta directly, and 12,250,000 shares of common stock issuable upon the exercise of stock options.

Smith is 1409 Peachtree Rd., Daytona Beach, FL

of 706,369 shares of common stock owned by Mr.

Guzzetta directly, and 11,695,000 shares of common stock issuable upon the exercise of

stock options.

The principal address of Mr.

Guzzetta is 7187 Steel Dust Dr, New Albany, OH 43054.

Consists of 7,000,000 shares of common stock issuable upon the exercise of stock options.

Guzzetta is 1109 Poplar Ave SW, Canton, OH 44710.

of 7,000,000 shares of common stock issuable upon the exercise of stock options.

The principal business address of Mr.

McDonough is 1226 Washington Avenue, Parkersburg, WV 26101.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The following is a description of transactions

during the last fiscal year in which the transaction involved a material dollar amount and in which any of the Company’s

directors, executive officers or holders of more than 5% of the Company’s common stock had or will have a direct or indirect

material interest, other than compensation which is described under “Executive Compensation.”

Management believes the

terms obtained or consideration that was paid or received, as applicable, in connection with the transactions described below were

comparable to terms available or the amounts that would be paid or received, as applicable, in arms’

length transactions:

As at December 31, 2020, there is no amount due to or due

from a related party.

Please refer to “Recent Sales

of Unregistered Securities and Use of Proceeds”

for a description of the option grants canceled and issued to Mr.

2020 as well as securities purchased by Mr.

Smith directly from the Company.

Please refer to “Recent Sales

of Unregistered Securities and Use of Proceeds”

for a description of the option grants canceled and issued to Mr.

McDonough, and Mr.

Young during 2020.

See also Item 11 for a description of the consulting

agreements with the officers and directors of the Company.

is 1226 Washington Avenue, Parkersburg, WV 26101.

RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The following

is a description of transactions during the last fiscal year in which the transaction involved a material dollar amount and in which

any of the Company’s directors, executive officers or holders of more than 5% of the Company’s common stock had or will have

a direct or indirect material interest, other than compensation which is described under “Executive Compensation.” Management

believes the terms obtained or consideration that was paid or received, as applicable, in connection with the transactions described

below were comparable to terms available or the amounts that would be paid or received, as applicable, in arms’ length transactions:

Pursuant to a consulting

agreement with an effective date of November 14, 2017, a total of $45,000 (2020 - $45,000) was paid or accrued to the Company's

During the nine months ended September 30, 2021, the Company reimbursed a company controlled by the CFO a total of $9,450 (2020

- $9,450) in office rent.

2021, the Company cancelled and concurrently replaced 25,000,000 stock options previously issued to the Company’s CEO

and a Director of the Company from 2018 to 2020.

The modification incremental fair value of $311,500 was recognized in the current

The 25,000,000 replacement options and 2,600,000 new options granted have a term of 6 years, exercisable

at a price of $0.11 per share, expiring on August 3, 2028.

2021, the Company cancelled and concurrently replaced 7,500,000 stock options previously issued to the Company’s CFO

and a Director of the Company from 2019 to 2020.

The modification incremental fair value of $70,700 was recognized in the current

The 7,500,000 replacement options and 260,000 new options granted have a term of 6 years, exercisable

at a price of $0.11 per share, expiring on August 3, 2028.

4, 2021, the Company cancelled and concurrently replaced 7,000,000 stock options previously issued to a director of the Company from

2018 to 2020.

The modification incremental fair value of $131,300 was recognized in the current period The 7,000,000 replacement options

granted have a term of 6 years, exercisable at a price of $0.11 per share, expiring on August 3, 2028.

On August 4, 2021, in connection with a

consultant’s continued service to the Company, the Company cancelled, and concurrently replaced 33,500,000 stock options

previously issued to the consultant pursuant to the Company’s Amended 2017 Plan between 2018 to 2020 at various exercise prices

between $0.09 and $0.26 per share.

The replacement options have a term of 6 years, exercisable at a price of $0.11 per

share, expiring on August 3, 2028.

In addition, the Company granted the consultant an option to purchase 780,000 shares of common

stock under the Amended 2017 Plan with the same terms as the replacement options.

Prior to a change in control of the Company, the vesting

schedule of the options shall immediately accelerate so that the options are fully vested and available for exercise by the consultant.

Please refer to “Recent Sales of Unregistered

Securities and Use of Proceeds” for a description of the securities purchased by Mr.

Smith during 2021.

Please refer to “Outstanding Equity

Awards at Fiscal Year-End” for a description of the option grants issued to Mr.

Smith and Mr.

Guzzetta during 2021.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

For the years ended December 31, 2020 and 2019,

Davidson & Company LLP, Chartered Professional Accountants (“Davidson”) the Company’s principal accountants

billed the Company $27,329 and $25,000, respectively for fees for the audit of the Company’s annual financial statements.

For the years ended

December 31, 2021 and 2020, Davidson & Company LLP, Chartered Professional Accountants (“Davidson”) the Company’s

principal accountants billed the Company $27,329 and $25,000, respectively for fees for the audit of the Company’s annual financial

All amounts are in U.S.

Audit-Related Fees

For the years ended December 31, 2020 and 2019,

Davidson did not provide the Company with any assurances or related services reasonably related to the performance of the audit

or review of the Company’s financial statements and are not reported above under “Audit Fees.”

For the years ended December 31, 2020 and 2019,

Davidson billed $3,500 in 2020 and $3,500 in 2019 for professional services for tax compliance, tax advice, and tax planning.

For the years ended

December 31, 2021 and 2020, Davidson did not provide the Company with any assurances or related services reasonably related to the performance

of the audit or review of the Company’s financial statements and are not reported above under “Audit Fees.”

For the years ended

December 31, 2021 and 2020, Davidson billed $3,500 in 2021 and $3,500 in 2020 for professional services for tax compliance, tax advice,

and tax planning.

All Other Fees

For the years ended December 31, 2020 and 2019,

Davidson did not bill the Company for fees associated with the preparation and filing of the Company’s registration statements,

the creation of pro forma financial statements and other related matters.

For the years ended December 31, 2020 and 2019,

Davidson billed the Company $23,837 and $19,282 for fees for the review of the Company’s quarterly financial statements.

For the years ended

December 31, 2021 and 2020, Davidson did not bill the Company for fees associated with the preparation and filing of the Company’s

registration statements, the creation of pro forma financial statements and other related matters.

For the years ended

December 31, 2021 and 2020, Davidson billed the Company $23,837 and $23,837 for fees for the review of the Company’s quarterly

financial statements.

All amounts are in U.S.

Audit Committee Pre-Approval Policies

The Company currently does not have a formal

audit committee.

The Company’s Board of Directors currently approves in advance all audit and non-audit related services

performed by the Company’s principal accountants and appointed Ed McDonough as the responsible director to review all financial

information of the Company and correspond with the independent auditors regarding the same.

EXHIBITS, FINANCIAL STATEMENTS

The Company currently

does not have a formal audit committee.

The Company’s Board of Directors currently approves in advance all audit and non-audit

related services performed by the Company’s principal accountants and appointed Ed McDonough as the responsible director to review

all financial information of the Company and correspond with the independent auditors regarding the same.

EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULE

EXHIBIT INDEX

The following documents are being filed

with the Commission as exhibits to this Annual Report on Form 10-K.

Certificate of Incorporation(1)

The following

documents are being filed with the Commission as exhibits to this Annual Report on Form 10-K.

Amended and Restated Articles of Incorporation as filed on February 16, 2022(1).

Amended and Restated Bylaws of the Company as approved on December 20, 2021(2)

Amended 2017 Stock Option and Stock Bonus Plan(3)

Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on July 15, 2019(6)

Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on April 6, 2020(10)

Royalty Agreement between the Company and The Governors of the University of Alberta, dated April 8, 2015(4)

11 unchanged sentences

Consulting Agreement between ProtoKinetix Incorporated and Michael Guzzetta, dated November 14, 2017(11)

Code of Business Conduct and Ethics and Whistleblower Policy as approved on July 8, 2019(5)

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

7 unchanged sentences

XBRL Presentation Linkbase Document

Incorporated by reference from the Company’s registration statement on Form 10-SB filed on June 22, 2001 with the SEC.

Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 13, 2018 with the SEC.

Incorporated by reference from the Company’s Annual Report on Form 10-K filed on April 14, 2015 with the SEC.

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 15, 2016 with the SEC.

Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 17, 2019 with the SEC.

Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 21, 2017 with the SEC.

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 13, 2017 with the SEC.

Incorporated by reference from the Company’s amended Current Report on Form 8-K filed on September 12, 2017 with the SEC.

Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 10, 2020 with the SEC.

Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 15, 2017 with the SEC.

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on July 10, 2020 with the SEC.

Cover Page Interactive Data File (formatted in Inline

XBRL and contained in Exhibit 101)*

Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 14, 2022 with the SEC.

Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 23, 2021 with the SEC.