ProtoKinetix, Inc. 10-Q

Item 5. Other Information Rule 10b5-1 trading arrangements During the Company’s third quarter of 2025, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement. Amendment to Articles of Incorporation On September 15, 2025, the Company solicited the consent of the stockholders of the Company (the “Consent Solicitation”) to approve an amendment to the Company’s Articles of Incorporation to increase the total number of authorized shares of common stock, par value $0.0000053, from 500,000,000 to 600,000,000, as described in the Company’s Consent Solicitation Statement included in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on September 15, 2025 (the “Consent Solicitation Statement”). Such approval by the stockholders is herein referred to as the “Action.” The Action was approved by the requisite vote of a majority of outstanding shares held by the Company’s stockholders as of September 5, 2025 (the “Record Date”) for the Consent Solicitation. As of the Record Date, there were 389,080,152 shares of common stock outstanding and entitled to 389,080,152 votes. The Action is described in more detail in the Consent Solicitation Statement. In the aggregate, stockholders holding 57.1% of the Company’s outstanding shares of common stock consented to the Action. A sufficient number of stockholders consented to approve the Action described above by 5:00 p.m., Eastern Time, on October 6, 2025. As a result, the Consent Solicitation, and the period during which consents could be revoked, concluded as of 5:00 p.m., Eastern Time, on October 6, 2025. Issuance of Shares for Services On October 24, 2025, the Company issued a total of 1,500,000 shares of common stock to one of its consultants as payment for services rendered. The Company relied on the exemption from registration available under Rule 903 of Regulation S promulgated under the 1933 Act and/or 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. 18 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 2/14/2022 3.1 3.2 Amended and Restated Bylaws of the Company as approved on December 20, 2021 8-K 12/23/2021 3.2 3.3 Amendment to Articles of Incorporation as filed on October 9, 2025 8-K 10/10/25 3.1 4.1 Amended 2017 Stock Option and Stock Bonus Plan 8-K 11/13/2018 4.1 4.2 Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on July 15, 2019 8-K 7/17/2019 4.1 4.3 Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on April 6, 2020 8-K 4/10/2020 4.1 4.4 Consultant Warrant 10-K 3/17/2023 4.4 4.5 Form of Warrant 10-Q 5/15/2025 4.5 10.1 Royalty Agreement between the Company and The Governors of the University of Alberta, dated April 8, 2015 10-K 4/14/2015 10.6 10.2 Collaborative Research Agreement between the Company and the University of British Columbia, dated May 31, 2016 10-Q 8/15/2016 10.10 10.3 Consulting Agreement between the Company and Clarence E. Smith, dated December 30, 2016 10-K 2/21/2017 10.9 10.4 Director Consulting Agreement between the Company and Edward P. McDonough, dated December 30, 2016 10-K 2/21/2017 10.11 10.5 Consulting Agreement between the Company and Grant Young, dated December 30, 2016 10-Q 11/13/2017 10.13 10.6 First Amendment to Consulting Agreement between Clarence E. Smith and the Company dated September 1, 2017 8-K/A 9/12/2017 10.1 10.7 First Amendment to Consulting Agreement between Grant Young and the Company dated September 1, 2017 8-K/A 9/12/2017 10.3 10.8 First Amendment to Consulting Agreement between Edward P. McDonough and the Company dated September 1, 2017 8-K/A 9/12/2017 10.2 10.9 Consulting Agreement between ProtoKinetix Incorporated and Michael Guzzetta, dated November 14, 2017 8-K 11/15/2017 10.1 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 32.1 Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished, not filed herewith 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 Data File (formatted in Inline XBRL and contained in Exhibit 101) Filed 19 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 13, 2025 PROTOKINETIX, INCORPORATED By: /s/ Clarence E. Smith Clarence E. Smith Chief Executive Officer By: /s/ Michael R. Guzzetta Michael R. Guzzetta Chief Financial Officer 20