What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-09-03 compared with 2025-03-28 · 366 added, 317 removed, 748 unchanged (48% of the section changed)

85 unchanged sentences

OTHER INFORMATION

Between February 17, 2025 and March 15, 2025, the

Company issued 5,700,000 shares of common stock and warrants to purchase 2,850,000 shares of common stock to accredited investors in a

private placement for gross proceeds of $52,500 and relief of debt amount of $4,500.

Each share of common stock was issued at $0.01 per

The warrants are immediately exercisable at $0.01 per share and expire one year from the date of issuance.

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 March 27, 2025.

During the Company’s fourth quarter, no director

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE

As of March 28, 2025, the Company’s current officers and directors

consist of the following persons:

Except as set forth below, as of September 1, 2026, the Company’s

current officers and directors consist of the following persons:

Year Appointed

Chairman, Chief Executive Officer, President

February 2015

Michael R Guzzetta

Chairman, Chief Executive Officer,

November 2025

Chief Financial Officer

November 2017

Smith was appointed President and

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

on June 1, 2014.

Chairman, President & Chief Executive Officer

February 2015—November 2025

June 2014—November 2025

July 2015 – March 2026

Guzzetta was appointed Chairman

and CEO upon the death of Clarence E.

Smith, the former Chairman and CEO.

Guzzetta will continue to hold the position of Chief Financial

Officer of the Company.

Guzzetta is a Certified Public Accountant with a practice located in Central & Northeast Ohio providing

services including business and individual taxation, non-profit accounting, corporate policy and procedure development, business organization

and consulting.

Prior to opening his practice, he spent 20 years in corporate management in the communications and energy industries.

Between 2014 and 2015, Mr.

Guzzetta served as Treasurer and principal financial officer of Trans Energy Inc., a publicly traded energy

company, where his responsibilities included corporate banking, risk management, maintaining fiscal control, budgeting, taxation and SEC

His prior positions include Midwest Region Business Manager for a Fortune 100 company and Controller for an energy marketing

Guzzetta also served as an Adjunct Professor at Stark State College and taught courses in accounting, finance, business

management, and economics.

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

He earned his MBA from Capital University in Columbus, Ohio.

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

Public Accountants and the American Institute of Certified Public Accountants.

He has served on the boards of the Canton Ballet,

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

Brunt , is an Associate Professor

of the Department of Pharmacology in the Faculty of Medicine at Dalhousie University;

Adjunct Professor in the Faculty of Business at

the University of New Brunswick;

and a Translational Scientist at the New Brunswick Heart Centre.

Brunt has served as a director and

executive on several boards in both non-profit research organizations and for-profit companies, including as a director of Routinify Inc.

from 2019-2024, and as the Chair of the Board of Directors of Heart & Stroke Foundation New Brunswick from 2021-2024.

extensive experience in the scientific and clinical research fields across several disciplines.

As a specialist in translational science

and medicine, Dr.

Brunt has advanced degrees in Physiology (BSc.

Hons.) from the University of Saskatchewan and a PhD in experimental

medicine for gene and cell-based therapy from Queen's University in Kingston, ON, and has completed a Fellowship in regenerative medicine

at the University Health Network in Toronto, ON.

Brunt founded and, since 2014, has served as both a director and the Chief Scientific

Officer of Nota Bene BioMatrix Inc., a knowledge brokerage, served as Director of Finance for IMPART, a research network, and directs

an independent research program in the natural sciences and experimental therapeutics, where he has managed millions in research and development

grants and commercialization funds, specializing in primordial molecules and their regulatory networks.

Brunt has also served as a

Medical Science Advisor to the Company since 2019.

Brunt draws inspiration from nature and translates this excitement into innovation,

maintaining a passion for improving quality of life through strategic research and development .

Jones was appointed as a director

of the Company to serve as a member of the Board on June 17, 2026.

He has spent more than two decades at the helm of automotive enterprises

across Kentucky and the Southeast, partnering with owner groups, leading investment-backed start-ups, and personally building ventures

from the ground up.

He is recognized as a strategic leader and trusted community figure and has consistently delivered strong organizational

and financial results.

Throughout his career, Jones has served as Dealer Principal overseeing multi-franchise operations, led regional

multi-location management across Tennessee and Georgia, and operated his own successful dealership enterprises in Corbin, Kentucky.

Jones augments the Board with his experience in strategic planning, investment and corporate growth, commercialization, and market development.

His work has spanned organizations ranging from 5 to 80+ employees and operations exceeding $30 million in assets under management.

Jones attended University of the Cumberlands from 1988 through 1989.

Jason Lamp was appointed as a director

of the Company to serve as a member of the Board on June 17, 2026.

Lamp is an entrepreneur, investor, and strategic advisor based

in the Atlanta, Georgia area.

He graduated from the University of Northern Iowa in 1996 with a BGS and began his entrepreneurial career

by successfully building a multi-franchise group.

Building on that experience, Mr.

Lamp founded Triple J Construction, a high-end remodeling

and construction company that he continues to lead, providing more than 25 years of experience in operations, management, financial oversight,

and business development.

Lamp is also co-founder of Core Focus Digital, where he provides strategic guidance and investment across

a portfolio of technology and data-driven marketing solutions.

In addition, he has extensive experience as a private-placement investor

and strategic advisor to emerging publicly traded companies, advising on go-to-market strategy, commercialization, distribution, and business

Lamp brings to the Board experience in strategic planning, corporate growth, investment, commercialization, and market

development, particularly involving highly technical solutions in the biotechnology, medical, and chemical sectors.

His experience with

technologies subject to FDA and other regulatory requirements provides a relevant perspective on commercialization, strategic partnerships,

market adoption, and the broader development of PKTX’s technology and business opportunities.

Smith served as President

and Chief Executive Officer for the Company from February 19, 2015 until his death in November 2025 and served as member of the Board

of Directors of the Company June 1, 2014 until his death in November 2025.

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

Smith served and continues to serve as managing member of

Tombstone Resources and Smith Equipment, LLC, a privately held company that holds operating oil and gas wells and Smith Equipment Company,

a privately held company that leases out construction equipment.

Smith started Arvilla Well Service in West Virginia

which provided construction services to oil and gas companies in the Appalachian Basin.

After merging Arvilla Well Service into

Arvilla Pipeline Construction Co., Inc., Mr.

Smith served and

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

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

Smith started

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

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

Smith sold the company in 2008.

Smith also purchased Arrow Oilfield Services in

2004, which was renamed Arvilla Oilfield Services, LLC and subsequently merged with Trans Energy, a publicly traded company in 2004.

Smith also purchased

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

traded company in 2004.

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

from 2005 to 2006.

Smith graduated from St.

School in West Virginia in 1981.

Guzzetta was appointed Chief Financial

Officer of the Company on November 14, 2017.

Guzzetta is a Certified Public Accountant with a practice located in Central &

Northeast Ohio providing services including business and individual taxation, non-profit accounting, corporate policy and procedure development,

business organization and consulting.

Prior to opening his practice, he spent 20 years in corporate management in the communications

and energy industries.

Between 2014 and 2015, Mr.

Guzzetta served as Treasurer and principal financial officer of Trans Energy Inc.,

a publicly traded energy company, where his responsibilities included corporate banking, risk management, maintaining fiscal control,

budgeting, taxation and SEC reporting.

His prior positions include Midwest Region Business Manager for a Fortune 100 company and

Controller for an energy marketing company.

Guzzetta also served as an Adjunct Professor at Stark State College and taught courses

in accounting, finance, business management, and economics.

He is a graduate of Walsh University where he graduated Magna Cum Laude

with a BA in Accounting.

He earned his MBA from Capital University in Columbus, Ohio.

Guzzetta has been a past member

of both the Ohio Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

He has served

on the boards of the Canton Ballet, the ALS CARE Project and the Finance Committee of Stark County Board of Developmental Disabilities.

McDonough was appointed as a member

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

graduated from St.

Marys High School in West Virginia in 1981.

McDonough was appointed as a member of the Board of Directors of the Company on July 1, 2015 and served until March 2026.

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

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

West Virginia since 1985.

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

and serves as certified public accountants for approximately 400 private corporations, firms, and individuals in various commercial, business,

professional, and industrial fields.

McDonough became a Certified Public Accountant in 1978, a Certified Valuation Analyst in

1996, and a Chartered Global Management Accountant in 2012.

McDonough is a managing shareholder and President of McDonough, Eddy, Parsons

& Baylous, A.C., a certified public accountant firm in Parkersburg, West Virginia since 1985.

The firm originated in the early

1950s, employs 15 professional certified public accountants and accountants, and serves as certified public accountants for approximately

400 private corporations, firms, and individuals in various commercial, business, professional, and industrial fields.

became a Certified Public Accountant in 1978, a Certified Valuation Analyst in 1996, and a Chartered Global Management Accountant in

Since 1986, Mr.

McDonough has served as a Director and Chairman of the

Board of Community Bank of Parkersburg, held by Community Bankshares, Inc.

He is also a Member of the American Institute of Certified

Public Accountants (AICPA), has served as a Past President and Member of the West Virginia Board of Accountancy, is a Life Member, Past

Director and Past President of the West Virginia Society of Certified Public Accountants and is a Member and Past President of the Parkersburg

Chapter of the West Virginia Society of CPAs.

McDonough acquired his Bachelor of Science in Business Administration with a Major

in Accounting at West Virginia University in Morgantown, West Virginia in 1973.

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

Bankshares, Inc.

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

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

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

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

West Virginia in 1973.

Family Relationships

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Independent Directors

The Board of Directors has determined that Mr.

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

The Board of Directors has determined that

McDonough was an independent member of the Board of Directors of the Company during his term, and Jason Lamp and Michael W.

Jones are independent members of the Board of Directors of the Company pursuant to SEC Rule 10A-3(b)(1).

Business and Scientific Advisory Board

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Section 16(a) of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), requires the Company’s directors, executive officers and holders of more than 10% of

the Company’s common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes

as amended (the “Exchange Act”), requires the Company’s directors, executive officers and holders of more than 10%

of the Company’s common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes

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

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agent and written representations that no other reports were required, during the fiscal year ended December 31, 2025 our officers, directors

and 10% or more stockholders complied with all Section 16(a) filing requirements applicable to them except that Mr.

Smith filed one Form

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

and 10% or more stockholders complied with all Section 16(a) filing requirements applicable to them, except for the filing of a Section

16(a) report upon the death of Clarence E.

EXECUTIVE COMPENSATION

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Summary Compensation Table for Executive Officers

and Principal Position

Name and Principal Position

President & CEO

Chief Financial Officer

(1) Represents the grant date full fair value of compensation costs of stock options granted

during the respective year for financial statement reporting purposes, using the Black-Scholes option pricing model.

Assumptions used

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

Refer to the Outstanding Equity

Awards at Fiscal Year End schedule regarding option details on an award-by-award basis.

CEO & Chief Financial Officer

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

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

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

Smith served as the Company’s President and CEO until his passing in November 2025.

Guzzetta was appointed as the Company’s CEO in November 2025 and continues to act as the Company’s CFO.

Consulting Agreements

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agreements with certain Company officers as set forth below.

Smith is Chief Executive Officer and President of the Company.

He entered into a consulting agreement with the Company

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

The 2017 Smith Agreement provides for a one-year term

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

Smith is entitled to receive a bonus payment equal to 2.5% of the

aggregate value of any application sale or license of any patent rights or products effected during the term of the 2017 Smith Agreement.

Smith is also entitled to a termination fee if

the agreement is terminated for the following two reasons:

A termination without cause:

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

A termination upon a change of control event:

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

On September 1, 2017, Mr.

Smith and the Company entered

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

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

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

On December 7, 2022, in connection with Mr.

continued service to the Company, the Company cancelled, and concurrently replaced 32,350,000 stock options previously issued

Smith pursuant to the Company’s Amended 2017 Plan between 2021 to 2022 at exercise prices between $0.06 and $0.11 per share.

The replacement options are fully vested and have a term of 6 years, exercisable at a price of $0.028 per share, expiring

Smith was Chief Executive Officer and President of the Company until his passing in November 2025.

He entered into a

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

The 2017 Smith Agreement

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

Smith is entitled to receive a bonus

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

of the 2017 Smith Agreement.

Smith is also entitled

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

• A termination without

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

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

• A termination upon

a change of control event:

Following a change of control event he will be entitled to a termination fee equal to $100,000 per year

of service (including the pro-rata amount for partial years of service) plus 2.5% of the aggregate transaction value of the change of

On September 1, 2017,

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

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

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

the end of such calendar year.

On December 7, 2022,

Please refer to “Outstanding Equity

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

in connection with Mr.

Smith’s continued service to the Company, the Company cancelled, and concurrently replaced 32,350,000 stock

options previously issued to Mr.

Smith pursuant to the Company’s Amended 2017 Plan between 2021 to 2022 at exercise prices between

$0.06 and $0.11 per share.

The replacement options are fully vested and have a term of 6 years, exercisable at a price of $0.028 per

share, expiring on December 6, 2028.

Please refer to “Outstanding

Equity Awards at Fiscal Year-End” for a description of the option grants held by Mr.

Smith at his death.

Guzzetta – Mr.

is Chief Financial Officer of the Company.

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

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

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

It also provides for a monthly consulting

fee of $5,000.

is Chief Financial Officer of the Company, and as of November of 2025 also serves as Chairman and CEO.

He entered into a consulting agreement with the Company

dated November 14, 2017.

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

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

It also provides

for a monthly consulting fee of $5,000.

In 2025, the Company paid Mr.

Guzzetta $60,000 in consulting fees, and reimbursed The Guzzetta Company LLC $6,000 for office

rent of $500 monthly.

In 2023, he received $60,000 in consulting fees and The Guzzetta Company LLC was reimbursed $6,000 for office rent

of $500 monthly.

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

Company LLC $6,000 for office rent of $500 monthly.

In 2024, he received $60,000 in consulting fees and The Guzzetta Company LLC was reimbursed

$6,000 for office rent of $500 monthly.

On December 7, 2022, in connection with Mr.

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Unexercisable

(1) Represents options

cancelled, and subsequently regranted pursuant to the Amended 2017 Plan on December 7, 2022 at $0.028 per share, fully vested.

(2) Represents options

cancelled, and subsequently regranted pursuant to the Amended 2017 Plan on December 7, 2022 at $0.028 per share, fully vested.

Smith (Estate)

32,350,000 (1)

13,260,000 (2)

Represents options cancelled, and subsequently regranted pursuant to the Amended 2017 Plan on December 7, 2022 at $0.028 per share, fully vested.

Director Compensation

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Earned or Paid in Cash

(1) The aggregate grant

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

(2) Represents

the grant date full fair value of compensation costs of stock options granted during the

respective year for financial statement reporting purposes, using the Black-Scholes Option

Pricing Model.

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

audited financial statements.

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

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

As of December 31, 2025, Mr.

McDonough held options to acquire 7,500,000 shares of the Company’s

common stock, all of which were vested and exercisable and expire on December 6, 2028.

McDonough held options to acquire 7,500,000 shares of the Company’s common stock, all of which were vested and exercisable and expire on December 6, 2028.

Mr McDonough voluntarily canceled his options March 31, 2026.

On or about December 30, 2016, the Company entered

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

The following table sets forth certain information

regarding our shares of common stock beneficially owned as of March 28, 2025, for (i) each stockholder known to be the beneficial owner

of more than 5% of our outstanding shares of common stock (ii) each named executive officer and director, and (iii) all executive officers

and directors as a group.

The following table sets forth certain

information regarding our shares of common stock beneficially owned as of September 3, 2026, for (i) each stockholder known to

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

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

A person is considered to beneficially own any shares:

(a) over which such person, directly or indirectly,

exercises sole or shared voting or investment power, or (b) of which such person has the right to acquire beneficial ownership at any

time within 60 days through an exercise of stock options, warrants or convertible debt.

Shares underlying such options, warrants, and

convertible promissory notes, however, are only considered outstanding for the purpose of computing the percentage ownership of that person

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

Unless otherwise indicated, voting and

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

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

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

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

Shares underlying such options, warrants, and convertible promissory notes, however, are only considered outstanding for the purpose

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

any other person.

Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our

directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or

Name & Address of Beneficial Owner

March 28, 2025 (1)

of September 3, 2026 (1)

More than 5% Stockholders

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Directors and Named Executive Officers

All directors and executive officers as a group:

All directors

and executive officers as a group (6):

(1) Based on 411,630,152

shares of common stock outstanding on March 28, 2025, and, with respect to each individual holder, rights to acquire common stock exercisable

within 60 days.

shares of common stock outstanding on September 3, 2026, and, with respect to each individual holder, rights to acquire common stock

exercisable within 60 days.

(2) Consists of 10,021,250

5 unchanged sentences

shares of common stock owned by Alexandra Smith directly;

(4) Consists of 23,458,709

shares of common stock jointly owned by John and Edith Smith directly.

83,787,093 shares held by Clarence E.

Smith’s trusts;

13,250,000 shares

inherited from Clarence E.

1,850,000 shares held by Mr.

and options to purchase 32,350,000 shares.

(4) Consists of 736,369

shares of common stock owned by Mr.

Smith directly, 13,572,649 held by Mr.

Smith’s trusts, 1,850,000 held by Mr.

retirement account, and the right to acquire 32,350,000 shares of common stock upon option exercise.

Guzzetta directly, and 13,260,000 shares of common stock issuable upon the exercise of stock options.

(5) Consists of 2,042,572

shares of common stock owned by Mr.

Guzzetta directly, and 13,260,000 shares of common stock issuable upon the exercise of stock options.

Brunt directly;

1,030,000 held by NBBM Inc., controlled by Mr.

and 2,750,000 shares of common

stock issuable upon the exercise of stock options.

(6) Consists of 16,705,819

shares of common stock issuable upon the exercise of stock options.

shares of common stock and options to purchase 16,010,000 shares of common stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

35 unchanged sentences

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

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

by the Company’s principal accountants and appointed Michael Guzzetta as the responsible director to review all financial information

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

3 unchanged sentences

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

Amended and Restated Articles

of Incorporation as filed on February 16, 2022

Amended and Restated Bylaws

of the Company as approved on December 20, 2021

Amended 2017 Stock Option

and Stock Bonus Plan

to Amended 2017 Stock Option and Stock Bonus Plan as approved on July 15, 2019

to Amended 2017 Stock Option and Stock Bonus Plan as approved on April 6, 2020

Description of Capital Stock of the Company

Agreement between the Company and The Governors of the University of Alberta, dated April 8, 2015

Collaborative

Research Agreement between the Company and the University of British Columbia, dated May 31, 2016

Agreement between the Company and Clarence E.

Incorporated by Reference

Exhibit Description

Amended and Restated Articles of Incorporation as filed on February 16, 2022

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

Amended 2017 Stock Option and Stock Bonus Plan

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

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

Consultant Warrant

Form of Warrant

of Capital Stock of the Company

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

Collaborative Research Agreement between the Company and the University of British Columbia, dated May 31, 2016

Consulting Agreement between the Company and Clarence E.

Smith, dated December 30, 2016

Consulting Agreement between the Company and Edward P.

Director Consulting Agreement between the Company and Edward P.

McDonough, dated December 30, 2016

Agreement between the Company and Grant Young, dated December 30, 2016

Amendment to Consulting Agreement between Clarence E.

Consulting Agreement between the Company and Grant Young, dated December 30, 2016

First Amendment to Consulting Agreement between Clarence E.

Smith and the Company dated September 1, 2017

Amendment to Consulting Agreement between Grant Young and the Company dated September 1, 2017

Amendment to Consulting Agreement between Edward P.

First Amendment to Consulting Agreement between Grant Young and the Company dated September 1, 2017

First Amendment to Consulting Agreement between Edward P.

McDonough and the Company dated September 1, 2017

Consulting Agreement between

ProtoKinetix Incorporated and Michael Guzzetta, dated November 14, 2017

of Business Conduct and Ethics and Whistleblower Policy adopted July 8, 2019

Insider Trading Policy adopted July 8, 2019

Policy on Trading Blackout Periods adopted July 8, 2019

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

Code of Business Conduct and Ethics and Whistleblower Policy adopted July 8, 2019

Trading Policy adopted July 8, 2019

on Trading Blackout Periods adopted July 8, 2019

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

3 unchanged sentences

Furnished, not filed herewith

Instance Document

XBRL Instance Document

XBRL Schema Document

XBRL Calculation Linkbase

XBRL Definition Linkbase

XBRL Calculation Linkbase Document

XBRL Definition Linkbase Document

XBRL Label Linkbase Document

XBRL Presentation Linkbase

Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

Form 10-K Summary

XBRL Presentation Linkbase Document

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

This Item is optional and the registrant is not

4 unchanged sentences

PROTOKINETIX, INCORPORATED

March 28, 2025

/s/ Clarence E.

September 3, 2026

/s/ Michael R.

Principal Executive Officer

March 28, 2025

September 3, 2026

/s/ Michael R.

2 unchanged sentences

this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

March 28, 2025

/s/ Clarence E.

Chief Executive Officer (principal executive officer)

& Chairman of the Board

March 28, 2025

/s/ Edward P.

September 3, 2026

/s/ Michael R.

September 3, 2026

President & Director

September 3, 2026

/s/ Jason Lamp

September 3, 2026

PROTOKINETIX, INCORPORATED

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NOTES TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

To the Shareholders and Directors of ProtoKinetix Inc.

Independent Registered Public Accounting Firm

To the Shareholders and Directors of

ProtoKinetix, Incorporated

Opinion on the Financial Statements

We have audited the accompanying balance

sheets of ProtoKinetix Inc.

(the “Company”) as of December 31, 2024 and 2023, and the related statements of operations, stockholder’s

We have audited the accompanying balance sheets of ProtoKinetix, Incorporated

(the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, stockholders’

equity, and cash flows for the years then ended and the related notes and schedules (collectively referred to as the “financial

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In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023,

in conformity with accounting principles generally accepted in the United States of America.

as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025, in conformity

with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming

that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, 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 of $48,228,146 and a working capital deficiency of $127,694 at December 31, 2024.

These factors raise substantial

doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in

The financial statements do not include any adjustments that might result from the outcome of this

The accompanying financial statements have been prepared assuming that

the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, 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 of $48,621,796 and a working capital deficiency of $183,266 as December 31, 2025.

These factors raise substantial doubt about

the Company’s ability to continue as a going concern.

Management’s plan in regard to these matters are also described in Note

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on these financial statements based on our audits.

a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s

internal control over financial reporting.

We are a public accounting

firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit

of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control

over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control

over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the financial statements.

Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated

below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved

our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our

opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate

opinion on the critical audit matter or on the accounts or disclosures to which they relate.

Fair value of intangible

As discussed in Note 4 to the financial statements, the

Company held intangible assets of $469,784 relating to patent and patent application rights.

We identified the estimation of the

fair value of intangible assets as a critical audit matter.

Subjective auditor judgment was required to evaluate management’s estimates

and assumptions used to determine the fair value of the intangible assets, including the economic useful life over which the patent rights

are being amortized and whether indicators of impairment were present.

The following are the primary procedures we performed to address

this critical audit matter:

· We obtained management’s impairment analysis of intangible assets and assessment of impairment

The critical audit matters communicated below are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements,

taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit

matters or on the accounts or disclosures to which they relate.

Fair value of intangible assets

As discussed in Note 4 to the financial statements, the Company held

intangible assets of $481,206 relating to patent and patent application rights.

We identified the estimation of the fair value of intangible assets

as a critical audit matter.

Subjective auditor judgment was required to evaluate management’s estimates and assumptions used to

determine the fair value of the intangible assets, including the economic useful life over which the patent rights are being amortized

and whether indicators of impairment were present.

The following are the primary procedures we performed to address this

critical audit matter:

· We obtained management’s impairment analysis of intangible assets

and assessment of impairment triggers.

· We assessed the consistency and reasonableness of the assumptions used

by management in performing the impairment test and whether there were any changes in the expected useful life as compared to prior years.

· We discussed with management the plans and intent for the patents and patent applications.

· We reviewed the Company’s ability to fund future activities and reviewed any available budgets

for future periods.

· We confirmed title to ensure patent rights and patent application rights remain in good standing.

We have served as the Company’s

auditor since 2008.

by management in performing the impairment test.

· We discussed with management the plans and intent for the patents and

patent applications.

· We confirmed title to ensure patent rights and patent application rights

remain in good standing.

We have served as the Company’s auditor since 2008.

/s/ DAVIDSON & COMPANY LLP

Vancouver, Canada

Chartered Professional Accountants

March 28, 2025

Vancouver, Canada

September 3, 2026

PROTOKINETIX, INCORPORATED

8 unchanged sentences

Current Liabilities

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities (Note 8)

Total liabilities

5 unchanged sentences

Accumulated deficit

( 48,228,146 )

( 47,863,958 )

Total stockholders' equity

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Research and development

Share-based compensation (Notes 5)

Share-based compensation (Note 5)

Operating Income (Expenses)

Net loss for the year

$ ( 364,188 )

$ ( 415,479 )

Net loss per common share (basic and diluted)

6 unchanged sentences

Balance, December 31, 2023

$ ( 47,448,479 )

Issuance of common stock pursuant to private placement offering

Net loss for the year

Fair-value of share based compensation

Net loss for the period

Balance, December 31, 2024

$ ( 47,863,958 )

See Notes to Financial Statements

6 unchanged sentences

Issuance of common stock pursuant to private placement offering

Fair-value of share based compensation

Issuance of common stock in exchange for consulting services

Issuance of common stock in exchange for debt

Net loss for the period

16 unchanged sentences

Accounts payable and accrued liabilities

Net cash used in operating activities

Net cash provided by (used in) operating activities

CASH FLOWS USED IN INVESTING ACTIVITIES

11 unchanged sentences

Supplementary information – non-cash transactions:

There were 10,783,334 shares issued in settlement of shareholder advance

Shares issued in exchange for consulting services and settlement of debt

Intangible asset costs remaining in account payable

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of $ 48,621,796 and a working capital deficiency of $ 183,266 at December 31, 2025.

These factors raise substantial doubt about the

Company's ability to continue as a going concern.

These factors raise substantial doubt

about the Company's ability to continue as a going concern.

The Company needs additional working capital to continue

154 unchanged sentences

Intangible asset transactions are summarized as follows:

Schedule of intangible asset transactions

Intangible asset transactions

11 unchanged sentences

December 31, 2025

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

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 year ended December 31, 2024, the Company recorded $ 52,870 (2023 - $ 48,259 ) in amortization

expense associated with the Patents Rights.

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 year ended December 31, 2025, the Company recorded $ 51,292

(2024 - $ 52,870 ) in amortization expense associated with the Patents Rights.

During the year ended December 31, 2015, the Company

50 unchanged sentences

Outstanding, December 31, 2025

During the year ended December 31, 2024, there

were 500,000 stock options granted by Company.

During the year ended December 31, 2025, there were

no stock options granted by Company.

Total share-based compensation for year ended

December 31, 2024 was $ 5,417

(2023 – $nil 0 ),

stock options granted and vested during year ended December 31, 2024 was 500,000

( 2023 – nil 0 ).

The weighted – average fair value of stock options granted during the year ended December 31, 2024 was

December 31, 2025 was $nil 0 (2024 – $ 5,417 ), no stock options were granted or vested during year ended December 31, 2025

(2024 – 500,000 ).

The weighted – average fair value of stock options granted during the year ended December 31, 2025 was

$nil 0 (2024 – $ 0.01 ).

Schedule of valuation assumptions for options

December 31, 2025

December 31, 2024

Risk-free interest rate

5 unchanged sentences

and exercisable at December 31, 2025:

Schedule of non-qualified stock options outstanding

Schedule of non-qualified stock options were outstanding

and exercisable

Exercise Price

Number of Options

October 26, 2026

12 unchanged sentences

Outstanding, December 31, 2024

Warrants expired

( 7,300,000 )

Warrants granted

Outstanding, December 31, 2025

1 unchanged sentence

and exercisable as at December 31, 2025:

Schedule of warrants were outstanding

and exercisable

Schedule of warrants were outstanding and exercisable

Number of Warrants

Exercise Price

February 17, 2026

February 20, 2026

February 21, 2026

February 28, 2026

March 15, 2026

March 27, 2026

April 02, 2026

April 08, 2026

April 11, 2026

June 26, 2026

July 25, 2026

December 12, 2028

16 unchanged sentences

Issued 19,750,000 shares of common stock ( 19,750,000 shares issued at $ 0.01 ) as part of a private placement for total proceeds of $ 197,500 .

Issued 19,100,000 shares of common stock ( 19,100,000 shares issued at $ 0.01 ) as part of a private placement for total proceeds of $ 191,000 .

Issued 4,900,000 shares of common stock ( 4,900,000 shares issued at $ 0.01 ) as part of a private placements for total proceeds of $ 49,000 .

The Company issued 17,700,000 warrants as part of private placement transactions.

Issued 1,950,000 shares of common stock ( 1,950,000 shares issued at $ 0.01 ) in exchange for consulting services of $ 19,500 .

Issued 13,250,000 shares

of common stock ( 13,250,000 shares issued at $ 0.01 ) in exchange for settlement of debt of $ 132,500 .

During the year ended December 2024, the Company:

1 unchanged sentence

Issued 19,100,000 shares of common stock ( 19,100,000 shares issued at $ 0.01 ) as part of a private placement for total proceeds of $ 191,000 .

Issued 4,900,000 shares of common stock ( 4,900,000 shares issued at $ 0.01 ) as part of a private placement for total proceeds of $ 49,000 .

PROTOKINETIX, INCORPORATED

9 unchanged sentences

ended December 31, 2025, the Company reimbursed a company controlled by the CFO a total of $ 6,000 (2024 - $ 6,000 ) in office rent.

b) Pursuant to a consulting agreement with

an effective date of November 14, 2017, a total of $ 60,000 (2022 - $ 60,000 ) was paid or accrued to the Company's CFO.

During the year

ended December 31, 2023, the Company reimbursed a company controlled by the CFO a total of $ 6,000 (2022 - $ 11,025 ) in office rent.

As at December 31, 2024 there was a

balance of $ 15,000

owed to the CEO of the Company, and $ 9,500

owed to the CFO of the Company (December 31, 2023, there were $nil 0 balances owing to related parties).

As at December 31,2025 there was a balance of $ 31,700 (2024 - $ 15,000 )

owed to the CEO of the Company, and $ 500 (2024 - $ 9,500 ) owed to a company controlled by the CFO of the Company.

Commitments and Contingency

33 unchanged sentences

Expected income tax recovery

Non-deductible expenses

Impact of change of future tax rate

Adjustment to prior years provision versus statutory tax returns

$ ( 257,615 )

Expiration of losses

Change in valuation allowance

( 1,090,448 )

$ ( 205,499 )

Total income tax expense (recovery)

The Company’s deferred tax assets that have not been recognized

are as follows:

The Company’s deferred tax assets that have not been recognized are

Schedule of deferred tax assets

6 unchanged sentences

loss carryforwards of approximately $ 23,131,000 (December 31, 2024 - $ 30,500,000 ) to reduce future taxable income.

The valuation

allowance has not changed during the year ended December 31,2024.

valuation allowance has not changed during the year ended December 31,2025.

Tax losses expire in years starting from 2024.

5 unchanged sentences

Subsequent to the year ended December 31, 2025, the Company:

Issued 5,700,000

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 proceeds of $ 52,500

and relief of debt amount of $ 4,500 .

Between January and March 2026 issued 2,700,000 shares of common stock ( 2,700,000 shares issued at $ 0.01 ) as part of a private placement for total proceeds of $ 27,000 .

Between April and June 2026, 2,100,000 shares of common stock ( 2,100,000 shares issued at $ 0.01 ) as part of a private placement for total proceeds of $ 21,000 .

All warrants expired after year end 2025 with the exception of 6,000,000 warrants for shares that will expire December 12, 2028 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures