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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ___________________.

Commission File Number: 000-32917

PROTOKINETIX, INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada		94-3355026
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

109 W Main St.

Dalton, Ohio 44618

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code: 740-434-5041)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
N/A

Securities registered pursuant to Section 12(b) of the Act:

$.0000053 par value common stock

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of July 29, 2024 there were 364,980,152 shares of ProtoKinetix, Incorporated common stock that were issued and outstanding.

PROTOKINETIX, INCORPORATED

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements	3

Unaudited Balance Sheets	3

Unaudited Statements of Operations	4

Unaudited Statement of Stockholders’ Equity	5

Unaudited Statements of Cash Flows	6

Notes to Unaudited Financial Statements	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3. Quantitative and Qualitative Disclosures About Market Risk	21

Item 4. Controls and Procedures	21

PART II

OTHER INFORMATION

Item 1. Legal Proceedings	22

Item 1A. Risk Factors	22

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3. Defaults Upon Senior Securities	22

Item 4. Mine Safety Disclosure	22

Item 5. Other Information	22

Item 6. Exhibits	23

Signatures	24

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

BALANCE SHEETS

(Unaudited)


	June 30, 2024			December 31, 2023
ASSETS
Current Assets
Cash	$	2,200		$	20,408
Prepaid expenses (Note 3)		1,050			1,050
Total current assets		3,250			21,458

Intangible assets (Note 4)		470,275			459,099

Total assets	$	473,525		$	480,557

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	58,767		$	44,696

Total liabilities		58,767			44,696
Stockholders’ Equity
Common stock, $0.0000053 par value; 500,000,000 common shares authorized; 360,980,152 and 346,213,485 shares issued and outstanding as at June 30, 2024 and December 31, 2023 respectively (Note 7)		1,930			1,850
Additional paid-in capital		48,453,889			48,297,969
Accumulated deficit		(48,041,061	)		(47,863,958	)
Total stockholders’ equity		414,758			435,861
Total liabilities and stockholders’ equity	$	473,525		$	480,557

Basis of Presentation – Going Concern Uncertainties (Note 1)

Commitments and Contingency (Note 9)

See Notes to Financial Statements

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

For the Three and Six Months Ended June 30, 2024 and 2023


	Three months ended June 30, 2024			Three months ended June 30, 2023			Six months ended June 30, 2024			Six months ended June 30, 2023
EXPENSES
Amortization – intangible assets (Note 4)	$	13,023		$	11,563		$	24,341		$	22,266
General and administrative		13,210			35,715			27,335			68,477
Professional fees		37,843			36,318			67,802			77,211
Research and development		21,000			31,981			57,625			54,661

Operating income (expenses)		(85,076	)		(115,577	)		(177,103	)		(222,615	)

Net loss for the period	$	(85,076	)	$	(115,577	)	$	(177,103	)	$	(222,615	)
Net loss per common share (basic and diluted)	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)

Weighted average number of common shares outstanding (basic and diluted)		353,972,460			335,630,151			350,278,870			328,025,179

See Notes to Financial Statements

PROTOKINETIX, INCORPORATED

STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

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 , 2024		360,980,152	$	1,930	$	48,453,889	$	(48,041,061	)	$	414,758

For the Six Months Ended June 30, 2023


	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2022		322,880,151	$	1,726	$	47,868,093	$	(47,448,479	)	$	421,340

Issuance of common stock pursuant to private placement offering		12,750,000		69		254,931		—			255,000

Net loss for the period		—		—		—		(222,615	)		(222,615	)

Balance, June 30, 2023		335,630,151	$	1,795	$	48,123,024	$	(47,671,094	)	$	453,725

For the Three Months Ended June 30, 2023


	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, March 31, 2023		326,880,151	$	1,747	$	47,948,072	$	(47,555,517	)	$	394,302

Issuance of common stock pursuant to private placement offering		8,750,000		48		174,952		—			175,000

Net loss for the period		—		—		—		(115,577	)		(115,577	)

Balance, June 30, 2023		335,630,151	$	1,795	$	48,123,024	$	(47,671,094	)	$	453,725

See Notes to Financial Statements

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

For the Six Months Ended June 30, 2024 and 2023


	Six Months ended June 30, 2024			Six Months ended June 30, 2023

CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss for the period	$	(177,103	)	$	(222,615	)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization – intangible assets		24,341			22,266
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		14,071			(28,275	)

Net cash used in operating activities		(138,691	)		(228,624	)

CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of intangible assets		(35,517	)		(33,271	)

Net cash used in investing activities		(35,517	)		(33,271	)


CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		156,000			255,000

Net cash from financing activities		156,000			255,000

Net change in cash		(18,208	)		(6,895	)

Cash, beginning of period		20,408			25,550

Cash, end of period	$	2,200		$	18,655

Cash paid for interest	$	—		$	—

Cash paid for income taxes	$	—		$	—

See Notes to Financial Statements

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2024

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, 2024. 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, 2023, included in the Company’s Annual Report on Form 10-K, filed March 20, 2024, 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.

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2024

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, 2024, 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.

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2024

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, 2024, 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, 2024.

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 94,290,000 stock options (June 30, 2023 – 94,290,000), and 6,000,000 warrants (June 30, 2023 – 13,300,000) 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.

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2024

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.

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2024

Note 3. Prepaid Expenses

The following summarizes the Company’s prepaid expenses outstanding as at June 30, 2024 and December 31, 2023:

Schedule of prepaid expenses
		June 30, 2024		December 31, 2023
Rental deposit	$	1,050	$	1,050

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2024

Note 4. Intangible Assets

Intangible asset transactions are summarized as follows:


	Patent Rights		Patent Application Rights		Total
Cost
Balance, December 31, 2022	$	30,000	$	484,220	$	514,220
Additions		—		71,088		71,088
Balance, December 31, 2023	$	30,000	$	555,308	$	585,308
Additions		—		35,517		35,517
Balance, June 30, 2024	$	30,000	$	590,825	$	620,825
Accumulated amortization
Balance, December 31, 2022	$	22,500	$	55,450	$	77,950
Amortization		3,000		45,259		48,259
Balance, December 31, 2023	$	25,500	$	100,709	$	126,209
Amortization		1,500		22,841		24,341
Balance, June 30, 2024	$	27,000	$	123,550	$	150,550

Net carrying amounts
December 31, 2023	$	4,500	$	454,599	$	459,099
Balance, June 30, 2024	$	3,000	$	467,275	$	470,275

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, 2024, the Company recorded $24,341 (2023 - $22,266) in amortization expense associated with the Patents.

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 $590,825 in direct costs relating to the Patent Application Rights, $35,517 of which were incurred during the six month period ended June 30, 2024.

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2024

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, 2024.

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, 2024, there are 94,290,000 options granted and outstanding under the 2017 Plan.

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2024

Note 5. Stock Options (cont’d)

Total share-based compensation for stock options granted during the six-month period ended June 30, 2024 was $Nil 0 (2023 - $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, 2023, and June 30, 2024		94,290,000		0.03		4.67

The following non-qualified stock options were outstanding and exercisable at June 30, 2024:


Expiry date	Exercise Price	Number of Options Outstanding		Number of Options Exercisable
	$
October 24, 2026	0.10		500,000	500,000
November 27, 2026	0.10		250,000	250,000
December 6, 2028	0.028		93,540,000	93,540,000
			94,290,000	94,290,000

As at June 30, 2024, the aggregate intrinsic value of the Company’s stock options is $Nil 0(June 30, 2023 – $Nil 0). The weighted average fair value of stock options granted during the six-month period ended June 30, 2024 is $Nil 0(2023 - $Nil 0).

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2024

Note 6. Warrants

Warrant transactions for the six-months ended June 30, 2024 are summarized as follows:

Schedule of warrant transactions
	Number of Warrants			Weighted Average Exercise Price
					$
Outstanding, December 31, 2023		13,300,000			0.04
Warrants expired		(7,300,000	)		0.09
Outstanding at June 30, 2024		6,000,000			0.028

The following warrants were outstanding and exercisable as at June 30, 2024:


Number of Warrants		Exercise Price		Expiry Date

	6,000,000		0.028	December 12, 2028

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2024

Note 7. Stockholders’ Equity

The Company is authorized to issue 500,000,000 (June 30, 2023 – 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, 2024 (June 30, 2023 - $Nil ).

During the six-month period ended June 30, 2024, the Company:

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.

Issued 13,100,000 shares of common stock (13,100,000 shares issued at $0.01) as part of a private placements for total proceeds of $131,000.

During the six-month period ended June 30, 2023, the Company:

Issued 12,750,000 shares of common stock (12,750,000 shares issued at $0.02) as part of a private placements for total proceeds of $255,000.

Note 8. Related Party Transactions and Balances

During the six-month periods ended June 30, 2024 and 2023, 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, 2023 - $30,000) was paid or accrued to the Company's CFO. During the six months ended June 30, 2024, the Company reimbursed a company controlled by the CFO a total of $3,000 (June 30, 2023 - $3,000) in office rent.

As at June 30, 2024, there were $3,500 balances owing to related parties (June 30, 2023 - $nil 0).

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2024

Note 9. Commitments and Contingency

As at June 30, 2024, 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 providing research consulting services. The agreement renews annually unless otherwise terminated by either party with at least 30 days’ notice. The agreement is in effect as of June 30, 2024.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context requires otherwise, references in this document to “ProtoKinetix”, “we”, “our”, “us” or the “Company” are to ProtoKinetix, Incorporated.

The following discussion provides information regarding the results of operations for the six-month period ended June 30, 2024 and 2023, and our financial condition, liquidity and capital resources as of June 30, 2024 and December 31, 2023. The financial statements and the notes thereto contain detailed information that should be referred to in conjunction with this discussion.

Cautionary Note Regarding Forward-Looking Statements

The information discussed in this Quarterly Report on Form 10-Q include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). All statements, other than statements of historical facts, included herein and therein concerning, among other things, planned capital expenditures, future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, business strategy and other plans and objectives for future operations, are forward-looking statements. These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties and are not (and should not considered to be) guarantees of future performance. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, among others:

•

Our capital requirements and the uncertainty of being able to obtain additional funding on terms acceptable to us;

•

Our plans to develop and commercialize products from the AAGP® molecule;

•

Ongoing testing of the AAGP® molecule;

•

Our intellectual property position;

•

Our commercialization, marketing and manufacturing capabilities and strategy;

•

Our ability to retain key members of our senior management and key scientific consultants;

•

The effects of competition;

•

Our potential tax liabilities resulting from conducting business in the United States and Canada;

•

The effect of further sales or issuances of our common stock and the price and volume volatility of our common stock; and

•

Our common stock’s limited trading history.

Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our filings with the SEC under the Exchange Act and the Securities Act, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and our Quarterly Report on Form 10-Q for the period ended June 30, 2024. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere in this Quarterly Report. Other than as required under securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise

Business Overview

ProtoKinetix, Incorporated is a research and development stage bio-technology company focused on scientific medical research of AFGPs (Anti-Freeze Glycoproteins) or anti-aging glycoproteins, trademarked as AAGP®. The Company has recently been in the process of directing major efforts to the practical side of commercial validation. The commercial applications for AAGP® in large markets such as targeted health care solutions are numerous, and ProtoKinetix is currently working with researchers, business leaders and advisors and commercial entities to bring AAGP® to market.

Results of Operations

The following table shows selected financial data and operating results for the periods noted. Following the table, please see management’s discussion of significant changes.

	For the Six Months Ended
	June 30,
	2024			2023
EXPENSES
Amortization	$	24,341		$	22,266
General and Administrative		27,335			68,477
Professional Fees		67,802			77,211
Research and Development		57,625			54,661
Net loss for the period	$	(177,103	)		(222,615	)

Gross Profit and Expenses

The Company’s net loss was $177,103 for the six-month period ended June 30, 2024 compared to $222,615 for the six-month period ended June 30, 2023. The expenses were primarily incurred for professional fees, consulting services related to the operations of the Company’s business, research and development and other general and administrative expenses. Significant changes from the prior six-month period ended June 30, 2023 include:

General and administrative fees dropped by $41,142 from $68,477 to $27,335 primarily as a result of a decrease in spending on social media advertising, and a planned reduction in market services provided by the OTC market exchange. Additionally, there are no current year project expenses related to product development.

Professional fees decreased by $9,409 from $77,211 to $67,802 as a result lower year -to-date audit and legal fees while accumulated accounting fees are unchanged from prior year.

Research and development expenditures increased slightly year over year with a change of $2,964 from $54,661 to $57,625 as the Company paid for molecule storage and study results. The company continues to pursue research partners for cost sharing and engages institutes with grants available for continued studies on our patented AAGP molecule.

Share-based compensation remained unchanged at $Nil for current six-month period and $Nil as at June 30, 2023 as a result of no further stock options being granted to directors and management of the Company as at June 30, 2024.

Liquidity and Capital Resources

The following summarizes our balance sheet at June 30, 2024 and December 31, 2023:

	June 30, 2024			December 31, 2023
Cash	$	2,200		$	20,408

Working Capital (deficiency)	$	(55,527	)	$	(23,238	)

At June 30, 2024, we had $2,200 in cash and $3,250 in total current assets and a negative working capital equity position of $(55,527). Based upon our working capital equity as of June 30, 2024, we will require additional equity and/or debt financing in order to meet cash flow projections and carry forward our business objectives.

There can be no assurance that in the future we will be able to raise capital from outside sources in sufficient amounts to fund our new business. The failure to secure adequate outside funding would have an adverse effect on our plan of operation and results therefrom and a corresponding negative impact on stockholder liquidity.

Sources and Uses of Cash

Net Cash Used in Operating Activities

Net cash used in operating activities fell by $90,173 from $228,864 to $138,691 for the six-months ended June 30, 2023, and 2024, respectively. With the year over year change primarily from a drop in company activity including marketing and research.

Net Cash Used in Investing Activities

Net cash used in investing activities was $35,517 for the six-month period ended June 30, 2024 while the Company had net cash used in investing activities of $33,271 for the comparative period. The difference is almost flat and attributable to limited growth in patent applications for the first half of the current year.

Net Cash Provided by Financing Activities

Net cash provided by financing activities decreased $99,000 from $255,000 to $156,000 for the six- months ended June 30, 2023, and 2024, respectively. The decrease of funding from private placements through the first half of 2024 reflects the focus on scaling back of operations and finding financial partners for further research and development.

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”), which contemplate continuation of the Company as a going concern. The history of losses and the inability for the Company to make a profit from selling a good or service has raised substantial doubt about our ability to continue as a going concern. In spite of the fact that the current cash obligations of the Company are relatively minimal, given the cash position of the Company, we have very little cash to operate. We intend to fund the Company and attempt to meet corporate obligations by selling common stock. However, the price and volume of the Company’s common stock is volatile.

Off-Balance Sheet Arrangements

None.

Contractual Obligations

As a smaller reporting company, we are not required to provide the information required by paragraph (a)(5) of this Item.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S. GAAP requires management to make a variety of estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and (ii) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements.

Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of operation and/or financial condition. Our significant accounting policies are disclosed in Note 2 to the Financial Statements included in this Form 10-Q.

While all of the significant accounting policies are important to the Company’s financial statements, the following accounting policies and the estimates derived there from have been identified as being critical.

Share-Based Compensation

Sales and Marketing

The Company is currently not selling or marketing any products.

Inflation

Although management expects that our operations will be influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the three months ended June 30, 2024.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

Item 4: Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated to management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, under the direction of our Chief Executive Officer (who is our principal executive officer), and Chief Financial Officer (who is our principal accounting officer) has evaluated the effectiveness of our disclosure controls and procedures as required by 1934 Act Rule 13a-15(b) as of June 30, 2024 (the end of the period covered by this report). Based on that evaluation, our principal executive officer and our principal accounting officer concluded that these disclosure controls and procedures are not effective as of June 30, 2024 to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure and are not effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

The Company, including its Chief Executive Officer and Chief Financial Officer, does not expect that its internal controls and procedures will prevent or detect all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the 1934 Act) during the three-months ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Other than previously reported, the Company and its management are not aware of any regulatory or legal proceedings or investigations pending involving the Company, any of its subsidiaries or affiliates, or any of their respective officers, directors or employees.

Item 1A. Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. However, please refer to our current risk factors as set forth in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on March 20, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Between April 4, 2024 and June 14, 2024, the Company issued 10,600,000 shares of common stock to accredited investors in a private placement for gross proceeds of $106,000 at a price per share of $0.01, of which the Company’s President and CEO, Clarence E. Smith, invested $65,000 for 6,500,000 shares. 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/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. The Company filed a Form D with the SEC on April 16, 2024 and amended Forms D on May 15, 2024 and June 27, 2024.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

Private Placement

On July 2, 2024, the Company issued an additional 4,000,000 shares of common stock to an accredited investor in a private placement for gross proceeds of $40,000 at a price per share of $0.01. 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/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. The Company filed a Form D with the SEC on April 16, 2024 and amended Forms D on May 15, 2024 and June 27, 2024.

Rule 10b5-1 trading arrangements

During the Company’s second quarter of 2024, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.

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.

Exhibit		Description
3.1		Amended and Restated Articles of Incorporation as filed on February 16, 2022(1)
3.2		Amended and Restated Bylaws of the Company as approved on December 20, 2021(2)
4.1		Amended 2017 Stock Option and Stock Bonus Plan(3)
4.2		Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on July 15, 2019(6)
4.3		Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on April 6, 2020(10)
4.4		Amendment to Amended 2017 Stock Option and Stock Bonus Plan as approved on March 15, 2022(12)
4.5		Consultant Warrant(13)
10.1		Royalty Agreement between the Company and The Governors of the University of Alberta, dated April 8, 2015(4)
10.2		Collaborative Research Agreement between the Company and the University of British Columbia, dated May 31, 2016(5)
10.3		Consulting Agreement between the Company and Clarence E. Smith, dated December 30, 2016(7)
10.4		Director Consulting Agreement between the Company and Edward P. McDonough, dated December 30, 2016(7)
10.5		Consulting Agreement between the Company and Grant Young, dated December 30, 2016(8)
10.6		First Amendment to Consulting Agreement between Clarence E. Smith and the Company dated September 1, 2017(9)
10.7		First Amendment to Consulting Agreement between Grant Young and the Company dated September 1, 2017(9)
10.8		First Amendment to Consulting Agreement between Edward P. McDonough and the Company dated September 1, 2017(9)
10.9		Consulting Agreement between ProtoKinetix Incorporated and Michael Guzzetta, dated November 14, 2017(11)
31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32		Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document
104		Cover Page Interactive Date File (formatted in Incline XBRL and contained in Exhibit 101)*

Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 14, 2022 with the SEC.

Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 23, 2021 with the SEC.

Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 13, 2018 with the SEC.

Incorporated by reference from the Company’s Annual Report on Form 10-K filed on April 14, 2015 with the SEC.

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 15, 2016 with the SEC.

Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 17, 2019 with the SEC.

Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 21, 2017 with the SEC.

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 13, 2017 with the SEC.

Incorporated by reference from the Company’s amended Current Report on Form 8-K filed on September 12, 2017 with the SEC.

	10.	Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 10, 2020 with the SEC.
	11.	Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 15, 2017 with the SEC.
	12.	Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 21, 2022 with the SEC.
	13.	Incorporated by reference from the Company’s Annual Report on Form 10-K filed on March 17, 2023 with the SEC.

Filed herewith.

Furnished, not filed herewith.

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: July 30, 2024		PROTOKINETIX, INCORPORATED

		By: /s/ Clarence E. Smith
		Clarence E. Smith
		Chief Executive Officer

		By: /s/ Michael R. Guzzetta
		Michael R. Guzzetta
		Chief Financial Officer

ProtoKinetix, Inc. 10-Q