ProtoKinetix Incorporated: Unregistered Equity Sales – Form 8-K







UNITED STATES

SAFETY AND EXCHANGES COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Postponement date:

March 15, 2022

ProtoKinetix, Embedded

(Exact name of the declarant as specified in its charter)

Nevada 000-32917 94-3355026
State of commission IRS Employer
Incorporation File number ID number.

412 Mulberry Street

Marietta, OH45750

Address of main executive offices

304299-5070

Telephone number, including

Area code

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

(d) Exhibits

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)

SIGNATURE

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.

ProtoKinetix, Inc.
By: /s/ Clarence Smith
Clarence Smith, President and CEO

Warning

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

All news from PROTOKINETIX, INCORPORATED
4:19 p.m. INCORPORATED PROTOKINETIX : Unrecorded Sales of Equity Securities – Form 8-K

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4:17 p.m. PROTOKINETIX, INC. : Unregistered sale of equity securities, change of directors or principle..

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03/10 ProtoKinetix, Incorporated announces its results for the full year ended December 31.

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03/10 PROTOKINETIX, INC. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL AND RES.

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03/10 ProtoKinetix, Incorporated Auditor, Dissolves “Going Concern” Doubts

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02/14 PROTOKINETIX, INC. : Change of Directors or Principal Managers, Amendments to the Articles of Association ..

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01/14 ProtoKinetix Announces Annual General Meeting of Shareholders Will Be Held Virtually Only

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2021 PROTOKINETIX, INC. : Changes to Inc.’s Articles of Association or Bylaws; Change of fiscal year, end…

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2021 ProtoKinetix, Incorporated announced a financing transaction

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2021 ProtoKinetix, Incorporated announced a financing transaction

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Sales 2021

Net income 2021 -2.33M

Net cash 2021 0.06M

PER 2021 ratio -12.5x
2021 performance
Capitalization 23.5 million
23.5 million
EV / Sales 2020
EV / Sales 2021
# of employees 5
Floating 72.5%

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