ProtoKinetix, Inc. 10-Q

ITEM 1 - FINANCIAL STATEMENTS PROTOKINETIX, INCORPORATED (A Development Stage Company) BALANCE SHEETS (Unaudited) June 30, 2025 December 31, 2024 ASSETS Current Assets Cash $ 112 $ ( 4,697 ) Prepaid expenses (Note 3) 1,050 1,050 Total current assets 1,162 ( 3,647 ) Intangible assets (Note 4) 473,255 469,784 Total assets $ 474,417 $ 466,137 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable and accrued liabilities $ 149,084 $ 124,047 Total liabilities 149,084 124,047 Stockholders’ Equity Common stock, $ 0.0000053 par value; 500,000,000 common shares authorized; 389,080,152 and 371,880,152 shares issued and outstanding as at June 30, 2025 and December 31, 2024 respectively (Note 7) 2,078 1,987 Additional paid-in capital 48,740,158 48,568,249 Accumulated deficit ( 48,416,903 ) ( 48,228,146 ) Total stockholders’ equity 325,333 342,090 Total liabilities and stockholders’ equity $ 474,417 $ 466,137 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 Six Months Ended June 30, 2025 and 2024 Three months ended June 30, 2025 Three months ended June 30, 2024 Six months ended June 30, 2025 Six months ended June 30, 2024 EXPENSES Amortization – intangible assets (Note 4) $ 12,886 $ 13,023 $ 25,548 $ 24,341 General and administrative 14,104 13,210 28,852 27,335 Professional fees 39,679 37,843 76,149 67,802 Research and development 24,398 21,000 58,208 57,625 Total operating expenses ( 91,067 ) ( 85,076 ) ( 188,757 ) ( 177,103 ) Net loss for the period $ ( 91,067 ) $ ( 85,076 ) $ ( 188,757 ) $ ( 177,103 ) Net loss per common share (basic and diluted) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) Weighted average number of common shares outstanding (basic and diluted) 353,972,460 353,972,460 381,285,401 350,278,870 See Notes to Financial Statements 3 PROTOKINETIX, INCORPORATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited) For the Six Months Ended June 30, 2025 Common Stock Additional Paid-in Accumulated Shares Amount capital deficit Total Balance, December 31, 2024 371,880,152 $ 1,987 $ 48,568,249 $ ( 48,228,146 ) $ 342,090 Issuance of common stock pursuant to private placement offering 16,750,000 89 167,411 — 167,500 Issuance of common stock in exchange for consulting services 450,000 2 4,498 4,500 Net loss for the period — — — ( 188,757 ) ( 188,757 ) Balance, June 30, 2025 389,080,152 $ 2,078 $ 48,740,158 $ ( 48,416,903 ) $ 325,333 For the Three Months Ended June 30, 2025 Common Stock Additional Paid-in Accumulated Shares Amount capital deficit Total Balance, March 31, 2025 385,080,152 $ 2,057 $ 48,700,179 $ ( 48,325,836 ) $ 376,400 Issuance of common stock pursuant to private placement offering 4,000,000 21 39,979 — 40,000 Net loss for the period — — — ( 91,067 ) ( 91,067 ) Balance, June 30, 2025 389,080,152 $ 2,078 $ 48,740,158 $ ( 48,416,903 ) $ 325,333 For the Six Months Ended June 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 14,766,667 80 155,920 — 156,000 Net loss for the period — — — ( 177,103 ) ( 177,103 ) Balance, June 30, 2024 360,980,152 $ 1,930 $ 48,453,889 $ ( 48,041,061 ) $ 414,758 For the Three Months Ended June 30, 2024 Common Stock Additional Paid-in Accumulated Shares Amount capital deficit Total Balance, March 31, 2024 350,380,152 $ 1,874 $ 48,347,945 $ ( 47,955,984 ) $ 393,835 Issuance of common stock pursuant to private placement offering 10,600,000 56 105,944 — 106,000 Net loss for the period — — — ( 85,076 ) ( 85,076 ) Balance, June 30, 2024 360,980,152 $ 1,930 $ 48,453,889 $ ( 48,041,061 ) $ 414,758 See Notes to Financial Statements 4 PROTOKINETIX, INCORPORATED (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) For the Six Months Ended June 30, 2025 and 2024 Six Months ended June 30, 2025 Six Months ended June 30, 2024 CASH FLOWS USED IN OPERATING ACTIVITIES Net loss for the period $ ( 188,757 ) $ ( 177,103 ) Adjustments to reconcile net loss to cash used in operating activities: Amortization – intangible assets 25,548 24341 Changes in operating assets and liabilities: Accounts payable and accrued liabilities 31,182 14,071 Net cash used in operating activities ( 132,027 ) ( 138,691 ) CASH FLOWS USED IN INVESTING ACTIVITIES Purchase of intangible assets ( 30,664 ) ( 35,517 ) Net cash used in investing activities ( 30,664 ) ( 35,517 ) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock for cash 167,500 156,000 Net cash from financing activities 167,500 156,000 Net change in cash 4,809 ( 18,208 ) Cash, beginning of period ( 4,697 ) 20,408 Cash, end of period $ 112 $ 2,200 Cash paid for interest $ — $ — Cash paid for income taxes $ — $ — Supplementary information- non-cash transactions: Intangible asset costs remaining in accounts payable 15,789 — See Notes to Financial Statements 5 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS June 30, 2025 Note 1. Basis of Presentation – Going Concern Uncertainties ProtoKinetix, Incorporated (the “Company”), a development stage company, was incorporated under the laws of the State of Nevada on December 23, 1999. The Company is a medical research company whose mission is the advancement of human health care. The Company is currently researching the benefits and feasibility of synthesized Antifreeze Glycoproteins (“AFGP”) or anti-aging glycoproteins, trademarked AAGP. During the year ended December 31, 2015, the Company acquired certain patents and rights for cash consideration of $ 30,000 (25,000 Euros), as well as additional patent applications for cash consideration of $ 10,000 and 6,000,000 share purchase warrants with a fair value of $ 25,000 (Note 4). The Company’s financial statements are prepared consistent with accounting principles generally accepted in the United States applicable to a going concern. The Company has not developed a commercially viable product, has not generated any significant revenue to date, and has incurred losses since inception, resulting in a net accumulated deficit at June 30, 2025. 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, 2024, included in the Company’s Annual Report on Form 10-K, filed March 28, 2025, 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 June 30, 2025 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 June 30, 2025, 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 June 30, 2025 Note 2. Summary of Significant Accounting Policies (cont’d) Intangible assets – patent and patent application costs The Company owns intangible assets consisting of certain patents and patent applications. Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are recognized in profit or loss as incurred. As at June 30, 2025, 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 June 30, 2025. 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 (June 30, 2024 – 94,290,000 ), and 23,200,000 warrants (June 30, 2024 – 6,000,000 ) 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 June 30, 2025 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 June 30, 2025 Note 3. Prepaid Expenses The following summarizes the Company’s prepaid expenses outstanding as at June 30, 2025 and December 31, 2024: Schedule of prepaid expenses outstanding June 30, 2025 December 31, 2024 Rental deposit $ 1,050 $ 1,050 Note 4. Intangible Assets Intangible asset transactions are summarized as follows: Schedule of intangible asset transactions Intangible asset transactions Patent Rights Patent Application Rights Total Cost Balance, December 31, 2023 $ 30,000 $ 555,308 $ 585,308 Additions — 63,555 63,555 Balance, December 31, 2024 $ 30,000 $ 618,863 $ 648,863 Additions — 29,019 29,019 Balance, June 30, 2025 $ 30,000 $ 647,882 $ 677,882 Accumulated amortization Balance, December 31, 2023 $ 25,500 $ 100,709 $ 126,209 Amortization 3,000 49,870 52,870 Balance, December 31, 2024 $ 28,500 $ 150,579 $ 179,079 Amortization 1500 24,048 25,548 Balance, June 30, 2025 $ 30,000 $ 174,627 $ 204,627 Net carrying amounts December 31, 2024 $ 1,500 $ 468,284 $ 469,784 June 30, 2025 $ — $ 473,255 $ 473,255 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 six month period June 30, 2025, the Company recorded $ 25,548 (2024 - $ 24,341 ) in amortization expense associated with the Patents Rights. 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 $647,882 in direct costs relating to the Patent Application Rights, $ 29,019 of which were incurred during six month period ended June 30, 2025. 10 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS June 30, 2025 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 June 30, 2025. 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 June 30, 2025, there are 94,790,000 options granted and outstanding under the 2017 Plan. Total share-based compensation for stock options granted during the six-month period ended June 30, 2025 was $Nil 0 (2024 - $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, 2024, and June 30, 2025 94,790,000 0.03 3.43 The following non-qualified stock options were outstanding and exercisable at June 30, 2025: Schedule of non-qualified stock options outstanding and exercisable Expiry date Exercise Price Number of Options Outstanding Number of Options Exercisable $ October 26, 2026 0.10 500,000 500,000 November 26, 2026 0.10 250,000 250,000 December 6, 2028 0.028 93,540,000 93,540,000 August 6, 2030 0.01 500,000 500,000 94,790,000 94,790,000 As at June 30, 2025, the aggregate intrinsic value of the Company’s stock options is $Nil 0 (June 30, 2024 – $Nil 0 ). The weighted average fair value of stock options granted during the six-month period ended June 30, 2025 is $Nil 0 (2024 - $Nil 0 ). 11 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS June 30, 2025 Note 6. Warrants Warrant transactions for the six-months ended June 30, 2025 are summarized as follows: Schedule of warrant transactions Number of Warrants Weighted Average Exercise Price $ Outstanding, December 31, 2024 6,000,000 0.028 Warrants granted 17,200,000 0.01 Outstanding at June 30, 2025 23,200,000 0.015 The following warrants were outstanding and exercisable as at June 30, 2025: Schedule of warrants were outstanding and exercisable Number of Warrants Exercise Price Expiry Date 6,000,000 0.028 December 12, 2028 500,000 * 0.01 February 17, 2026 1,500,000 * 0.01 February 20, 2026 500,000 * 0.01 February 21, 2026 2,000,000 * 0.01 February 28, 2026 750,000 * 0.01 March 15, 2026 450,000 * 0.01 March 15, 2026 7,500,000 * 0.01 March 27, 2026 1,000,000 * 0.01 April 2, 2026 2,000,000 * 0.01 April 8, 2026 500,000 * 0.01 April 11, 2026 500,000 * 0.01 June 26, 2026 23,200,000 Total * Each warrant exercises into ½ share of common stock. Note 7. Stockholders’ Equity The Company is authorized to issue 500,000,000 (June 30, 2024 – 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 June 30, 2025 (June 30, 2024 - $Nil ). During the six-month period ended June 30, 2025, the Company: a) Issued 17,200,000 units (each unit consisting of 1 share of common stock and 1 warrant to purchase 1/2 share of common stock at $ 0.01 ) as part of a private placement for total cash proceeds of $ 167,500 and $ 4,500 of services. During the six-month period ended June 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 13,100,000 shares of common stock ( 13,100,000 shares issued at $ 0.01 ) as part of a private placement for total proceeds of $ 131,000 . 12 PROTOKINETIX, INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS June 30, 2025 Note 8. Related Party Transactions and Balances During the six-month periods ended June 30, 2025 and 2024, the Company entered into the following related party transactions: a) Pursuant to a consulting agreement with an effective date of November 14, 2017, a total of $ 30,000 (June 30, 2024 - $ 30,000 ) was paid or accrued to the Company's CFO. During the six months ended June 30, 2025, the Company reimbursed a company controlled by the CFO a total of $ 3,000 (June 30, 2024 - $ 3,000 ) in office rent. As at June 30, 2025, there were $ 55,700 balances owing to related parties (June 30, 2024 - $ 3,500 ). Note 9. Commitments and Contingency As at June 30, 2025, 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 a term of 1 year for providing research consulting services. Agreement renews annually unless otherwise terminated by either party with at least 30 days’ notice. 13