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 September 30, 2024 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.) 109 W Main St. Dalton , Ohio 44618 (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: $.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, 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 November 12, 2024 there were 366,980,152 shares of ProtoKinetix, Incorporated common stock that were issued and outstanding. PROTOKINETIX, INCORPORATED TABLE OF CONTENTS PART I FINANCIAL INFORMATION Item 1. Financial Statements 2 Unaudited Balance Sheets 2 Unaudited Statements of Operations 3 Unaudited Statement of Stockholders’ Equity 4 Unaudited Statements of Cash Flows 5 Notes to Unaudited Financial Statements 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures About Market Risk 20 Item 4. Controls and Procedures 20 PART II OTHER INFORMATION Item 1. Legal Proceedings 21 Item 1A. Risk Factors 21 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21 Item 3. Defaults Upon Senior Securities 21 Item 4. Mine Safety Disclosure 21 Item 5. Other Information 21 Item 6. Exhibits 21 Signatures 22 1 PROTOKINETIX, INCORPORATED (A Development Stage Company) BALANCE SHEETS (Unaudited) September 30, 2024 December 31, 2023 ASSETS Current Assets Cash $ 5,690 $ 20,408 Prepaid expenses (Note 3) 1,050 1,050 Total current assets 6,740 21,458 Intangible assets (Note 4) 472,548 459,099 Total assets $ 479,288 $ 480,557 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable and accrued liabilities $ 87,749 $ 44,696 Total liabilities 87,749 44,696 Stockholders’ Equity Common stock, $ 0.0000053 par value; 500,000,000 common shares authorized; 366,980,152 and 346,213,485 shares issued and outstanding as at September 30, 2024 and December 31, 2023 respectively (Note 7) 1,961 1,850 Additional paid-in capital 48,515,212 48,297,969 Accumulated deficit ( 48,125,634 ) ( 47,863,958 ) Total stockholders’ equity 391,539 435,861 Total liabilities and stockholders’ equity $ 479,288 $ 480,557 Basis of Presentation – Going Concern Uncertainties (Note 1) Commitments and Contingency (Note 9) See Notes to Financial Statements 2 PROTOKINETIX, INCORPORATED (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited) For the Three and Nine Months Ended September 30, 2024 and 2023 Three months ended September 30, 2024 Three months ended September 30, 2023 Nine months ended September 30, 2024 Nine months ended September 30, 2023 EXPENSES Amortization – intangible assets (Note 4) $ 15,120 $ 11,187 $ 39,461 $ 33,452 General and administrative 16,254 16,540 43,589 85,018 Professional fees 30,845 31,370 98,647 108,581 Research and development 21,000 21,295 78,625 75,956 Share-based compensation (Notes 5 and 8) 1,354 — 1,354 — Total operating expenses ( 84,573 ) ( 80,392 ) ( 261,676 ) ( 303,007 ) Net loss for the period $ ( 84,573 ) $ ( 80,392 ) $ ( 261,676 ) $ ( 303,007 ) Net loss per common share (basic and diluted) $ ( 0.00 ) $ ( 0.01 ) $ ( 0.00 ) $ ( 0.00 ) Weighted average number of common shares outstanding (basic and diluted) 364,849,717 335,630,151 355,171,271 331,075,206 See Notes to Financial Statements 3 PROTOKINETIX, INCORPORATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited) For the Nine Months Ended September 30, 2024 Common Stock Additional Paid-in Accumulated Shares Amount capital deficit Total Balance, December 31, 2023 346,213,485 $ 1,850 $ 48,297,969 $ ( 47,863,958 ) $ 435,861 Issuance of common stock pursuant to private placement offering 20,766,667 111 215,889 — 216,000 Fair-value of share based compensation — — 1,354 — 1,354 Net loss for the period — — — ( 261,676 ) ( 261,676 ) Balance, September 30, 2024 366,980,152 $ 1,961 $ 48,515,212 $ ( 48,125,634 ) $ 391,539 For the Three Months Ended September 30, 2024 Common Stock Additional Paid-in Accumulated Shares Amount capital deficit Total Balance, June 30, 2024 360,980,152 $ 1,930 $ 48,453,889 $ ( 48,041,061 ) $ 414,758 Issuance of common stock pursuant to private placement offering 16,600,000 31 59,969 — 60,000 Fair-value of share based compensation — — 1,354 — 1,354 Net loss for the period — — — ( 84,573 ) ( 84,573 ) Balance, September 30 , 2024 366,980,152 $ 1,961 $ 48,515,212 $ ( 48,125,634 ) $ 391,539 For the Nine Months Ended September 30, 2023 Common Stock Additional Paid-in Accumulated Shares Amount capital deficit Total Balance, December 31, 2022 322,880,151 $ 1,726 $ 47,868,093 $ ( 47,448,479 ) $ 421,340 Issuance of common stock pursuant to private placement offering 16,000,000 85 319,915 — 320,000 Net loss for the period — — — ( 303,007 ) ( 303,007 ) Balance, September 30, 2023 338,880,151 $ 1,811 $ 48,188,008 $ ( 47,751,486 ) $ 438,333 For the Three Months Ended September 30, 2023 Balance, June 30, 2023 335,630,151 $ 1,795 $ 48,123,024 $ ( 47,671,094 ) $ 453,725 Issuance of common stock pursuant to private placement offering 3,250,000 16 64,984 — 65,000 Net loss for the period — — — ( 80,392 ) ( 80,392 ) Balance, September 30, 2023 338,880,151 $ 1,811 $ 48,188,008 $ ( 47,751,486 ) $ 438,333 See Notes to Financial Statements 4 PROTOKINETIX, INCORPORATED (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) For the Nine Months Ended September 30, 2024 and 2023 Nine Months ended September 30, 2024 Nine Months ended September 30, 2023 CASH FLOWS USED IN OPERATING ACTIVITIES Net loss for the period $ ( 261,676 ) $ ( 303,007 ) Adjustments to reconcile net loss to cash used in operating activities: Amortization – intangible assets 39,461 33,452 Fair value of share-based compensation 1,354 — Changes in operating assets and liabilities: Accounts payable and accrued liabilities 43,053 ( 28,968 ) Net cash used in operating activities ( 177,808 ) ( 298,523 ) CASH FLOWS USED IN INVESTING ACTIVITIES Purchase of intangible assets ( 52,910 ) ( 34,631 ) Net cash used in investing activities ( 52,910 ) ( 34,631 ) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock for cash 216,000 320,000 Net cash from financing activities 216,000 320,000 Net change in cash ( 14,718 ) ( 13,154 ) Cash, beginning of period 20,408 25,550 Cash, end of period $ 5,690 $ 12,396 Cash paid for interest $ — $ — Cash paid for income taxes $ — $ — See Notes to Financial Statements 5 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2024 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 September 30, 2024. 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 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 restrictions on the activities of our domestic and international suppliers and shipment of goods. The accompanying financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company fail in any of the above objectives and is unable to operate for the coming year. Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted below. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K, filed March 20, 2024, 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. 6 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2024 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, accounts payable and accrued liabilities are carried at amortized 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). At September 30, 2024, 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. 7 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2024 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 September 30, 2024, 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, whereas no amortization has been recognized on the not yet approved patent application costs at September 30, 2024. Research and Development Costs Research and development costs are expensed as incurred. This includes all research consultant’s fees and costs of contract research organizations. 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 94,790,000 stock options (September 30, 2023 – 94,290,000 ), and 6,000,000 warrants (September 30, 2023 – 13,300,000 ) were not included in the computation of diluted loss 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. 8 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2024 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. 9 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2024 Note 3. Prepaid Expenses The following summarizes the Company’s prepaid expenses outstanding as at September 30, 2024 and December 31, 2023: Schedule of prepaid expenses outstanding September 30, 2024 December 31, 2023 Rental deposit $ 1,050 $ 1,050 10 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2024 Note 4. Intangible Assets Intangible asset transactions are summarized as follows: Schedule of intangible asset transactions Patent Rights Patent Application Rights Total Cost Balance, December 31, 2022 $ 30,000 $ 484,220 $ 514,220 Additions — 71,088 71,088 Balance, December 31, 2023 $ 30,000 $ 555,308 $ 585,308 Additions — 52,910 52,910 Balance, September 30, 2024 $ 30,000 $ 608,218 $ 638,218 Accumulated amortization Balance, December 31, 2022 $ 22,500 $ 55,450 $ 77,950 Amortization 3,000 45,259 48,259 Balance, December 31, 2023 $ 25,500 $ 100,709 $ 126,209 Amortization 2,250 37,211 39,461 Balance, September 30, 2024 $ 27,750 $ 137,920 $ 165,670 Net carrying amounts December 31, 2023 $ 4,500 $ 454,599 $ 459,099 Balance, September 30, 2024 $ 2,250 $ 470,298 $ 472,548 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 (25,000 Euros) (paid). During the nine month period September 30, 2024, the Company recorded $ 39,461 (2023 - $ 33,452 ) 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 incurred an additional $608,218 in direct costs relating to the Patent Application Rights, $ 52,910 of which were incurred during the nine month period ended September 30, 2024. 11 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2024 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2024 Note 4. Intangible Assets (cont’d) 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 from any product developed as a result of research done at the University. 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. The Company amortizes patents and licenses that have been filed over their useful lives which range between 18.5 to 20 years. The costs of provisional patents and pending applications is not amortized until the patent is filed and is reviewed each reporting period. No amortization was recorded on the Patent Application Rights or the New Patent Application Rights to September 30, 2024. Note 5. Stock Options Pursuant to an amendment on March 15, 2022, the aggregate number of shares that may be issued under the 2017 Stock Option and Stock Bonus Plan (the “2017 Plan”) is 97,700,000 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 September 30, 2024, there are 94,790,000 options granted and outstanding under the 2017 Plan. 12 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2024 Note 5. Stock Options (cont’d) Total share-based compensation for stock options granted during the nine-month period ended September 30, 2024 was $ 1,354 (2023 - $nil 0 ). Stock option transactions are summarized as follows: Schedule of stock option transactions Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Life $ (Years) Outstanding, December 31, 2023 94,290,000 0.03 4.67 Options granted 500,000 0.01 5.91 Outstanding, September 30, 2024 94,790,000 0.03 4.18 The following non-qualified stock options were outstanding and exercisable at September 30, 2024: Schedule of non-qualified stock options outstanding and exercisable Expiry date Exercise Price Number of Options Outstanding Number of Options Exercisable $ October 24, 2026 0.10 500,000 500,000 November 27, 2026 0.10 250,000 250,000 December 6, 2028 0.028 93,540,000 93,540,000 August 26, 2030 0.01 500,000 125,000 94,790,000 94,415,000 As at September 30, 2024, the aggregate intrinsic value of the Company’s stock options is $Nil 0 (September 30, 2023 – $Nil 0 ). The weighted average fair value of stock options granted during the nine-month period ended September 30, 2024 is $ 0.01 (2023 - $Nil 0 ). 13 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2024 Note 6. Warrants Warrant transactions for the nine months ended September 30, 2024 are summarized as follows: Schedule of warrant transactions Number of Warrants Weighted Average Exercise Price $ Outstanding, December 31, 2023 13,300,000 0.04 Warrants expired ( 7,300,000 ) 0.05 Outstanding at September 30, 2024 6,000,000 0.028 The following warrants were outstanding and exercisable as at September 30, 2024: Schedule of warrants outstanding and exercisable Number of Warrants Exercise Price Expiry Date 6,000,000 0.028 December 12, 2028 14 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2024 Note 7. Stockholders’ Equity The Company is authorized to issue 500,000,000 (September 30, 2023 – 500,000,000 ) 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 September 30, 2024 (September 30, 2023 - $Nil ). During the nine-month period ended September 30, 2024, the Company: a) Issued 1,666,667 shares of common stock ( 1,666,667 shares issued at $ 0.015 ) as part of a private placements for total proceeds of $ 25,000 . b) Issued 19,100,000 shares of common stock ( 19,100,000 shares issued at $ 0.01 ) as part of a private placements for total proceeds of $ 191,000 . During the nine-month period ended September 30, 2023, the Company: a) Issued 16,000,000 shares of common stock ( 16,000,000 shares issued at $ 0.02 ) as part of a private placement for total proceeds of $ 320,000 . Note 8. Related Party Transactions and Balances During the nine-month periods ended September 30, 2024 and 2023, 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 $ 45,000 (September 30, 2023 - $ 45,000 ) was paid or accrued to the Company's CFO. During the nine months ended September 30, 2024, the Company reimbursed a company controlled by the CFO a total of $ 4,500 (September 30, 2023 - $ 4,500 ) in office rent. As at September 30, 2024, there were $ 21,500 balances owing to related parties (September 30, 2023 - $nil 0 ). 15 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2024 Note 9. Commitments and Contingency As at September 30, 2024, 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. b) 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 providing research consulting services. The agreement renews annually unless otherwise terminated by either party with at least 30 days’ notice. The agreement is in effect as of September 30, 2024. 16 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 nine months period ended September 30, 2024 and 2023, and our financial condition, liquidity and capital resources as of September 30, 2024 and December 31, 2023. 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, 2023 and our Quarterly Report on Form 10-Q for the period ended September 30, 2024. 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. 17 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 Nine Months Ended September 30, 2024 2023 EXPENSES Amortization $ 39,461 $ 33,452 General and Administrative 43,589 85,018 Professional Fees 98,647 108,581 Research and Development 78,625 75,956 Share-Based Compensation 1,354 — Net loss for the period $ (261,676 ) (303,007 ) Gross Profit and Expenses The Company’s net loss was $261,676 for the nine month period ended September 30, 2024 compared to $303,007 for the nine month period ended September 30, 2023. The 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 nine month period ended September 30, 2024 include: General and administrative fees dropped by $41,429 from $85,018 to $43,589 primarily from a decrease in spending on social media advertising, and a planned reduction in market services provided by the OTC market exchange. Additionally, there are no current year project expenses related to product development. Professional fees decreased by $9,934 from $108,581 to $98,647 as a result lower year -to-date audit and legal fees while accumulated accounting fees are unchanged from prior year. Research and development expenditures increased slightly year over year with a change of $2,669 from $75,956 to $78,625 as the Company paid for molecule storage and study results. The company continues to pursue research partners for cost sharing and engages institutes with grants available for continued studies on our patented AAGP molecule. Share-based compensation increased to $1,354 for current nine month period and $Nil as at September 30, 2023 as a result stock options being granted to a consultant to the company. 18 Liquidity and Capital Resources The following summarizes our balance sheet at September 30, 2024 and December 31, 2023: September 30, 2024 December 31, 2023 Cash $ 5,690 $ 20,408 Working Capital (deficiency) $ (81,009 ) $ (23,238 ) At September 30, 2024, we had $5,690 in cash and $6,740 in total current assets and a negative working capital equity position of $(81,009). Based upon our working capital equity as of September 30, 2024, 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 fell by $120,715 from $298,523 to $177,808 for the nine months ended September 30, 2023, and 2024, respectively. With the year over year change primarily from a drop in company activity including marketing and research. Net Cash Used in Investing Activities Net cash used in investing activities was $52,910 for the nine month period ended September 30, 2024 while the Company had net cash used in investing activities of $34,631 for the comparative period. The difference is attributable to expanded patent application costs for the three quarters of the current year. Net Cash Provided by Financing Activities Net cash provided by financing activities decreased $104,000 from $320,000 to $216,000 for the nine months ended September 30, 2023, and 2024, respectively. The decrease of funding from private placements through the third quarter of 2024 reflects the focus on scaling back of operations and finding financial partners for further research and development. 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. 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. 19 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. 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 three months ended September 30, 2024. 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. 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 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 September 30, 2024 (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 as of September 30, 2024 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. 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 nine months ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 20 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, please refer to our current risk factors as set forth in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on March 20, 2024. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Between July 5, 2024 and September 30, 2024, the Company issued 6,000,000 shares of common stock to accredited investors in a private placement for gross proceeds of $60,000 at a price per share of $0.01, of which the Company’s President and CEO, Clarence E. Smith, invested $20,000 for 2,000,000 shares. 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/or Rule 506(b) of Regulation D promulgated under the 1933 Act with respect to transactions by an issuer not involving any public offering. No commissions were paid in connection with these issuances of securities. The Company filed a Form D with the SEC on April 16, 2024 and amended Forms D on May 15, 2024 and June 27, 2024. Item 3. Defaults upon Senior Securities None. Item 4. Mine Safety Disclosure Not applicable. Item 5. Other Information Issuance of Options On August 26, 2024, the Company issued options to purchase a total of 500,000 shares of common stock pursuant to the 2017 Plan. The exercise price was $0.01 per share with an expiration date of August 26, 2030. Options to purchase 125,000 shares of common stock vest every month beginning September 1, 2024. Rule 10b5-1 trading arrangements During the Company’s third quarter of 2024, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement. 21 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. Incorporated by Reference Filed or Furnished No. Exhibit Description Form Date Filed Number Herewith 3.1 Amended and Restated Articles of Incorporation as filed on February 16, 2022 8-K 2/14/22 3.1 3.2 Amended and Restated Bylaws of the Company as approved on December 20, 2021 8-K 12/23/21 3.1 4.1 Amended 2017 Stock Option and Stock Bonus Plan 8-K 11/13/18 4.1 4.2 Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on July 15, 2019 8-K 7/17/19 4.1 4.3 Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on April 6, 2020 8-K 4/10/20 4.1 4.4 Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on March 15, 2022 8-K 3/21/22 4.1 4.5 Consultant Warrant 10-K 3/17/23 4.4 10.1 Royalty Agreement between the Company and The Governors of the University of Alberta, dated April 8, 2015 10-K 4/14/15 10.6 10.2 Collaborative Research Agreement between the Company and the University of British Columbia, dated May 31, 2016 10-Q 8/15/16 10.10 10.3 Consulting Agreement between the Company and Clarence E. Smith, dated December 30, 2016 10-K 2/21/17 10.9 10.4 Director Consulting Agreement between the Company and Edward P. McDonough, dated December 30, 2016 10-K 2/21/17 10.11 10.5 Consulting Agreement between the Company and Grant Young, dated December 30, 2016 10-Q 11/13/17 10.13 10.6 First Amendment to Consulting Agreement between Clarence E. Smith and the Company dated September 1, 2017 8-K 9/12/17 10.1 10.7 First Amendment to Consulting Agreement between Grant Young and the Company dated September 1, 2017 8-K 9/12/17 10.3 10.8 First Amendment to Consulting Agreement between Edward P. McDonough and the Company dated September 1, 2017 8-K 9/12/17 10.2 10.9 Consulting Agreement between ProtoKinetix Incorporated and Michael Guzzetta, dated November 14, 2017 8-K 11/15/17 10.9 31.1 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 31.2 Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 32 Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished 101.INS XBRL Instance Document Filed 101.SCH XBRL Schema Document Filed 101.CAL XBRL Calculation Linkbase Document Filed 101.DEF XBRL Definition Linkbase Document Filed 101.LAB XBRL Label Linkbase Document Filed 101.PRE XBRL Presentation Linkbase Document Filed 104 Cover Page Interactive Date File (formatted in Incline XBRL and contained in Exhibit 101) Filed 22 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: November 12, 2024 PROTOKINETIX, INCORPORATED By: /s/ Clarence E. Smith Clarence E. Smith Chief Executive Officer By: /s/ Michael R. Guzzetta Michael R. Guzzetta Chief Financial Officer 23