ProtoKinetix Incorporated: Unregistered Equity Sales – Form 8-K
SAFETY AND EXCHANGES COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 15, 2022
(Exact name of the declarant as specified in its charter)
|State of||commission||IRS Employer|
|Incorporation||File number||ID number.|
412 Mulberry Street
Address of main executive offices
Telephone number, including
Former name or former address if changed since the last report
Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the filer’s filing obligation under any of the following provisions (to see General instruction A.2. below):
|☐||Written communication pursuant to Rule 425 of the Securities Act (17 CFR 230.425)|
|☐||Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-opening disclosure pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-opening communication pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13e-4(c))|
Indicate with a check mark whether the registrant is an emerging growth company within the meaning of Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b -2) .
Growing emerging company ☐
If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange listed on|
|N / A|
Item 3.02 Recent Sales of Unregistered Securities
On March 18, 2022, ProtoKinetix, Incorporated (the “Company”) issued 1,000,000 units (each unit equal to one common share and one warrant to purchase one common share at an exercise price of 0.05 $) to Clarence Smith, an accredited private placement investor for gross proceeds of $50,000. No solicitation was used in the offer. The Company has relied on the exemption from registration available under Section 4(a)(2) of the 1933 Act and/or Rule 506(b) of Regulation D promulgated under the Act of 1933 with respect to transactions effected by an issuer not involving a public offer. No commission was paid in connection with these securities issues. A Form D will be filed no later than 15 days from March 18, 2022.
Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain executives
On March 15, 2022, the Company’s Board of Directors (the “Board”) amended the Company’s Amended 2017 Stock Option and Incentive Plan (the “2017 Plan”) to to increase the number of ordinary shares of the Company reserved for issuance under the 2017 Plan from 89,700,000 to 97,700,000 to allow for further allocations of shares to the Company’s consultants.
On March 15, 2022, in connection with the continued service of certain directors, officers and consultants, the Board granted options under the 2017 Plan, as amended, to acquire common shares of the Company as follows:
|·||Clarence Smith (director and chief executive officer): Granting of options to purchase 4,750,000 common shares of the company at an exercise price of $0.06 per share. The options to purchase 1,187,500 shares vest on March 31, 2022; thereafter, 1,187,500 vests every three months.|
|·||Michael Guzzetta (CFO): Grant of options to purchase 1,500,000 common shares of the Company at an exercise price of $0.06 per share. The call options for 375,000 shares vest on March 31, 2022; thereafter, 375,000 vests every three months.|
|·||Ed McDonough (director): Grant of options to purchase 500,000 common shares of the Company at an exercise price of $0.06 per share. The call options for 125,000 shares vest on March 31, 2022; thereafter, 125,000 vests every three months.|
|·||Grant Young (Consultant): Granting of options to purchase 2,000,000 common shares of the Company at an exercise price of $0.06 per share. The options to purchase 500,000 shares vest on March 31, 2022; thereafter, 500,000 vests every three months.|
|·||Simon Shaw (Consultant): Granting of options to purchase 250,000 common shares of the Company at an exercise price of $0.06 per share. The options to purchase 62,500 shares vest on March 31, 2022; thereafter, 62,500 vests every three months.|
|·||Keith Brunt (Consultant): Granting of options to purchase 1,000,000 common shares of the Company at an exercise price of $0.06 per share. The options to purchase 250,000 shares vest on March 31, 2022; thereafter, 250,000 vests every three months.|
The options listed above expire on March 14, 2030.
To date, 94,690,000 options have been granted and remain outstanding under the 2017 plan.
Item 9.01 Financial statements and supporting documents
|part number||The description|
|4.1||Amendment of ProtoKinetix, Incorporated Amended 2017 Stock Option and Stock Bonus Plan.|
|104||Cover Page Interactive Data File (embedded in Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, duly authorized thereto, on March 21, 2022.
|By:||/s/ Clarence Smith|
|Clarence Smith, President and CEO|
ProtoKinetix Inc. published this content on March 21, 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unmodified, on Mar 21, 2022 8:18:04 PM UTC.
Public now 2022
Evolution of the income statement