Item 5. Market for Registrant’s Common Equity
ITEM 5.
MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is currently quoted on the OTC Markets
under the symbol “PKTX”. The table below sets forth the high and low bid prices of the Company’s common stock
during the periods indicated as reported on OTC Markets Inc. (www.otcmarkets.com). The quotations are inter-dealer prices without
retail markups, markdowns or commissions, and may not necessarily represent actual transactions.
2024
Low
High
First Quarter
$
0.013
$
0.0235
Second Quarter
0.008
0.0199
Third Quarter
0.008
0.0145
Fourth Quarter
0.008
0.0135
2023
Low
High
First Quarter
$
0.021
$
0.032
Second Quarter
0.018
0.035
Third Quarter
0.018
0.030
Fourth Quarter
0.010
0.029
Holders
As of March 28, 2025, there were approximately 115
stockholders of record of the Company’s common stock. This does not include an indeterminate number of persons who hold our
Common Stock in brokerage accounts and otherwise in “street name.”
Dividends
We have never paid cash dividends and have no plans
to do so in the foreseeable future. Our future dividend policy will be determined by our board of directors and will depend upon
a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences, and
the restrictions that applicable laws, our current preferred stock instruments, and our future credit arrangements may then impose.
Adoption and Amendment of the 2017 Stock Option
and Stock Bonus Plan
On December 30, 2016, the Board of Directors of the
Company the (“Board”) adopted the 2017 Stock Option and Stock Bonus Plan (the "“2017 Plan”). The Board
adopted the 2017 Plan as it anticipates utilizing equity compensation as part of its ongoing standard corporate operations and in connection
with its contemplated activities going forward.
On November 9, 2018, the Board amended
the 2017 Stock Option and Stock Bonus Plan to increase the aggregate number of shares that may be issued under the 2017 Plan from 30,000,000
to 50,000,000 shares subject to adjustment as provided therein to continue to incentivize contractors and future employees (if any) of
the Company (the amended 2017 Plan is hereinafter referred to as the “Amended 2017 Plan”). On July 15, 2019, the Board
again amended the Amended 2017 Plan to increase the aggregate number of shares that may be issued under the 2017 Plan from 50,000,000
to 89,700,000 shares. On April 6, 2020, the Board approved an amendment to the 2017 Plan to reduce the number of shares of common stock
of the Company available for issuance pursuant to the 2017 Plan from 89,700,000 shares to 85,700,000 shares. On February 16, 2022, the
Board approved an amendment to the 2017 Plan to increase the number of shares of common stock of the Company available for issuance pursuant
to the 2017 Plan from 85,700,000 shares to 97,700,000 shares.
The Amended 2017 Plan also provides for
the ability of the Board to extend the exercise period of an option and provides for flexibility in the event of a change in control of
the Company or consolidation or merger.
The Amended 2017 Plan is administered by the Board,
or a committee appointed by the Board. In addition to determining who will be granted options or bonuses, the committee has the
authority and discretion to determine when options and bonuses will be granted and the number of options and bonuses to be granted.
The committee also may determine a vesting and/or forfeiture schedule for bonuses and/or options granted, the time or times when each
option becomes exercisable, the duration of the exercise period for options and the form or forms of the agreements, certificates or other
instruments evidencing grants made under the Amended 2017 Plan. The committee may determine the purchase price of the shares of
common stock covered by each option and determine the fair market value per share. The committee also may impose additional conditions
or restrictions not inconsistent with the provisions of the Amended 2017 Plan. The committee may adopt, amend and rescind such rules
and regulations as in its opinion may be advisable for the administration of the Amended 2017 Plan.
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The committee also has the power to interpret the
Amended 2017 Plan, and the provisions in the instruments evidencing grants made under it, and is empowered to make all other determinations
deemed necessary or advisable for the administration of it.
Participants in the Amended 2017 Plan may be selected
by the committee from employees, officers, consultants and advisors (including board members) of ProtoKinetix. The committee may
take into account the duties of persons selected, their present and potential contributions to the success of ProtoKinetix and such other
considerations as the committee deems relevant to the purposes of the Amended 2017 Plan.
In the event of a change, such as a stock split, is
made in the Company’s capitalization which results in an exchange or other adjustment of each share of common stock for or into
a greater or lesser number of shares, appropriate adjustments will be made to unvested bonuses and in the exercise price and in the number
of shares subject to each outstanding option. The committee also may make provisions for adjusting the number of bonuses or underlying
outstanding options in the event the Company effects one or more reorganizations, recapitalizations, rights offerings, or other increases
or reductions of shares of its outstanding common stock. Options and bonuses may provide that in the event of the dissolution or
liquidation of ProtoKinetix, a corporate separation or division or the merger or consolidation of ProtoKinetix, the holder may exercise
the option on such terms as it may have been exercised immediately prior to such dissolution, corporate separation or division or merger
or consolidation; or in the alternative, the committee may provide that each option granted under the 2017 Plan shall terminate as of
a date fixed by the committee.
The exercise price of any option granted under the
Amended 2017 Plan must be no less than 100% of the “fair market value” of ProtoKinetix’s common stock on the date of
grant. Any incentive stock option granted under the Amended 2017 Plan to a person owning more than 10% of the total combined voting
power of the common stock must be at a price of no less than 110% of the fair market value per share on the date of grant.
The exercise price of an option may be paid in cash,
in shares of ProtoKinetix 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. The committee determines whether or not property other than cash or
common stock may be used to purchase the shares underlying an option and shall determine the value of the property received.
As of both December 31, 2024 and March 28, 2025,
94,790,000 options remain as granted under the Amended 2017 Plan.
Securities Authorized for Issuance Under
Equity Compensation Plans
The following table sets forth securities authorized for issuance under
equity compensation plans, including but not limited to the Amended 2017 Plan and individual compensation arrangements as of December
31, 2024:
Plan category
Number of securities
to be issued upon
exercise of outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options, warrants and rights
Number of securities remaining available
for future issuance
under equity compensation plans (excluding
securities
reflected in column (a))
(a)
(b)
(c)
Equity compensation plans approved by security holders
—
—
—
Equity compensation plans not approved by security holders
94,790,000
$
0.028
0
Total
94,790,000
$
0.028
0
As of the year ended December 31, 2024, there were
options outstanding representing a total of 94,790,000 (2023 – 94,290,000) shares of common stock to be issued upon exercise, of
which: (i) options to purchase 94,790,000 shares of common stock were outstanding under the Amended 2017 Plan; and (ii) warrants outstanding
to purchase 6,000,000 shares of common stock not pursuant to any plan.
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Recent Sales of Unregistered Securities and Use of Proceeds
Between February 22, 2024 and March 20, 2024, the
Company issued 1,666,667 shares of common stock to accredited investors in a private placement for gross proceeds of $25,000. Mr. Smith
was one of the investors and purchased 666,667 shares of common stock. Each share of common stock had a purchase price of $0.015. No solicitation
was used in the offering. The Company relied on the exemption from registration available under Section 4(a)(2) of the 1933 Act and Rule
506(b) of Regulation D promulgated under the 1933 Act with respect to transactions by an issuer not involving any public offering.
No commissions were paid in connection with these issuances of securities. The Company filed a Form D with the SEC on December 26,
2023, and an amended Form D on April 18, 2024.
Between March 29, 2024 and December 26, 2024, the
Company issued 24,000,000 shares of common stock to accredited investors in a private placement for gross proceeds of $240,000. Mr. Smith
was one of the investors and purchased 11,000,000 shares of common stock. Each share of common stock had a purchase price of $0.01. No
solicitation was used in the offering. The Company relied on the exemption from registration available under Section 4(a)(2) of the 1933
Act and Rule 506(b) of Regulation D promulgated under the 1933 Act with respect to transactions by an issuer not involving any public
offering. No commissions were paid in connection with these issuances of securities. The Company filed a Form D with the SEC
on April 16, 2024, an amended Form D on May 15, 2024, an amended Form D on June 27, 2024, an amended Form D on November 25, 2024, and
an amended Form D on January 21, 2025.
ITEM 6.
[RESERVED]
Not applicable.