U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to _____________
Commission File Number:
(Name of small business issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code) |
Registrant’s telephone number, including area code: |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
N/A |
Securities registered pursuant to Section 12(g) of the Act:
$.0000053 par value common stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:
Yes
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:
Yes
☐
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.
Large accelerated filer ☐ | 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by the check mark whether the registration has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the fi ling refl ect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive offi cers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐
Auditor PCAOB ID: |
Auditor Name: |
Auditor Location: |
The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $
As of December 31, 2022, there were
shares of our common stock that were issued and outstanding.
TABLE OF CONTENTS
FORM 10-K ANNUAL REPORT
_________________________
PROTOKINETIX, INCORPORATED
Part 1 | Page | ||||
Item 1. | Business | 3 | |||
Item 1A | Risk Factors | 5 | |||
Item 1B | Unresolved Staff Comments | 10 | |||
Item 2 | Properties | 10 | |||
Item 3 | Legal Proceedings | 10 | |||
Item 4 | Mine Safety Disclosures | 10 | |||
Part II | |||||
Item 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 11 | |||
Item 6 | [Reserved] | 14 | |||
Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 | |||
Item 7A | Quantitative and Qualitative Disclosures About Market Risk | 16 | |||
Item 8 | Financial Statements and Supplementary Data | 17 | |||
Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 17 | |||
Item 9A | Controls and Procedures | 17 | |||
Item 9B | Other Information | 18 | |||
Item 9C | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 18 | |||
Part III | |||||
Item 10 | Directors, Executive Officers and Corporate Governance | 19 | |||
Item 11 | Executive Compensation | 21 | |||
Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 23 | |||
Item 13 | Certain Relationships and Related Transactions, and Director Independence | 24 | |||
Item 14 | Principal Accountant Fees and Services | 25 | |||
Part IV | |||||
Item 15 | Exhibits and Financial Statement Schedules | 26 | |||
Item 16 | Form 10-K Summary | 27 | |||
Signatures | 28 |
2 |
PART I
ITEM 1. BUSINESS
ProtoKinetix, Incorporated (“ProtoKinetix,” “we,” “us,” “our,” or the “Company”) 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 AAGPs®. The Company has recently been in the process of directing major efforts to the practical side of commercial validation. The commercial applications for AAGPs® 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.
ProtoKinetix was incorporated as RJV Network, Inc. under the laws of the State of Nevada on December 23, 1999 for the primary purpose of developing an internet-based listing site that would provide detailed commercial real estate property listings and related data. In July 2003, the Company entered into an assignment of license agreement with BioKinetix Research, Incorporated for the assignment of rights relating to proprietary technologies of BioKinetix Research, Incorporated for the creation and commercialization of “superantibodies.” On July 8, 2003, the Company changed its name to “ProtoKinetix, Incorporated.”
The Company’s executive (or corporate) offices are located at 109 W Main St, Dalton, Ohio 44618. Our telephone number is (330) 445-4971 and our website is www.protokinetix.com ..
Cautionary Note Regarding Forward-Looking Statements
The information discussed in this Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as well as some statements in press releases and some oral statements of the Company’s officers during presentations about the Company 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. |
3 |
Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in the section entitled “Risk Factors” included elsewhere in this Annual Report. 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 section and elsewhere in this Annual 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.
Recent Developments
In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn.
As of the date of this filing, the Company has regained a significant portion of its operational capacity and we continue to move forward with our research goals. Our supply of the patented AAGP® molecule has been manufactured and stored in the United States and we have adequate inventory to carry out the projects currently underway. The Company engages contract research organizations (CROs) located in both the United States and Canada. The CROs contracted by the Company for research projects have been able to meet milestone goals without disruption due to the pandemic. In January of 2020, Protokinetix signed a master supply agreement with University of Alberta that clears the way for testing of additional patients in the Phase I clinical trials. The global pandemic halted all work on clinical trials and research testing for most of 2020. Phase I trials were able restart mid-year 2021 but new strains of covid continue to plague the US and Canada. We cannot accurately predict a completion date of Phase I trials.
We continue to monitor the status of the pandemic and will adjust our strategy accordingly in order to mitigate the impact on our research projects. The Company survived the adverse effects of the 2020 Covid-19 outbreak and as at December 31, 2022 continues to carry out operations including raising funds for ongoing research and product development.
On February 11, 2022, the Company held its first annual stockholder meeting. The meeting was held solely by means of remote communication due to COVID-19 concerns. At the meeting, the Company: (i) elected Clarence Smith and Ed McDonough as directors of the Company; (ii) approved the amendment and restatement of the Company’s Articles of Incorporation to, among other things, increase the number of authorized shares of common stock to 500,000,000; (iii) voted, in an advisory vote, to approve the compensation of the Company’s named executive officers; (iv) voted, in an advisory vote, to conduct an advisory vote on compensation of the Company’s named executive officers every three years; and (v) approved the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the Company’s independent accounting firm for the 2022 fiscal year.
During the year 2022 the Company developed an ophthalmic formulation and completed efficacy testing in a dry eye formulation and various dosages. Phase I clinical trials conducted by Dr. James Shapiro were reactivated but access to qualified patients has been slow and progress minimal since global pandemic. The Company is making a concerted effort to find strategic partners and is the impressive accumulation of research data to attract potential partners or buyers of the Company. Industry leaders in biochemistry and pharmaceuticals, both domestic and international, are potential partners.
Research and Development
Our business depends on our ability to sponsor research and development activities. For the year ended December 31, 2021, the Company incurred total research and development expenses of $435,872. For the year ended December 31, 2022, the Company incurred total research and development expenses of $448,873. In order to reach the Company’s goals of developing a marketable product, we will need to increase the funding of our research and development activities which at this time is limited by our ability to raise money to fund the Company.
4 |
ITEM 1A. RISK FACTORS
The Company’s securities are highly speculative and involve a high degree of risk, including among other items the risk factors described below. The below risk factors are intended to generally describe certain risks that could materially affect the Company and its current business operations and activities.
You should carefully consider the risks described below and elsewhere herein in connection with any decision whether to acquire, hold or sell the Company’s securities. If any of the contingencies discussed in the following paragraphs or other materially adverse events actually occur, the business, financial condition and results of operations could be materially and adversely affected. In such case, the trading price of our common stock could decline, and you could lose all or a significant part of your investment.
Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect the Company's current and projected business operations and its financial condition and results of operations.
Actual events involving reduced or limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation as receiver. Although we did not have any cash or cash equivalent balances on deposit with Silicon Valley Bank, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses, financial obligations or fulfill our other obligations, or result in breaches of our financial and/or contractual obligations. Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on our liquidity and our current and/or projected business operations and financial condition and results of operations.
We continue to face significant business disruption and related risks resulting from the COVID-19 pandemic, which could have a material adverse effect on our business and results of operations.
The ongoing and developing COVID-19 pandemic has caused a broad impact globally. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, any resulting recession or economic slowdown will have a negative impact on our business and results of operations.
As of the date of this filing, the Company has regained a significant portion of its operational capacity and we continue to move forward with our research goals. Our supply of the patented AAGP® molecule has been manufactured and stored in the United States and we have adequate inventory to carry out the projects currently underway. The Company engages contract research organizations (CROs) located in both the United States and Canada. The CROs contracted by the Company for research projects have been able to meet milestone goals without disruption due to the pandemic. Clinical trials in Edmonton, Canada, under the supervision of Dr. Shapiro, were stalled in 2020 due to COVID-19. Phase I trials were continued starting mid-year 2021 and continue in 2022. New strains of Covid continue to plague Canada and the US and we cannot predict the completion of Phase I trials. We continue to monitor the status of the pandemic and will adjust our strategy accordingly in order to mitigate the impact on our research projects.
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 information on the duration and spread of COVID-19, changes in customer demand, additional mitigation strategies proposed by governmental authorities (including federal, state, or local stay at home or similar orders), restrictions on the activities of our domestic and international suppliers and shipment of goods.
War in the Ukraine may impact the business of the Company and the financial markets in which the Company needs to raise capital.
Political and military events in Ukraine, including the 2022 Russian invasion of Ukraine, as well as ongoing warfare between Russia and Ukraine may have an adverse impact on our ability to grow our business.
For so long as the hostilities continue and perhaps even thereafter as the situation in Europe unfolds, we may see increased volatility in financial markets and a flight to safety by investors, which may make it more difficult for the Company to raise additional capital at the time when it needs to do so, or for financing to be available upon acceptable terms. We cannot predict the timing, strength, or duration of any economic slowdown, instability or recovery.
Moreover, retaliatory acts by Russia in response to economic sanctions or other measures taken by the international community against could include an increased number or severity of cyber-attacks from Russia or its allies. We are dependent on information technology systems, and any interruption, breach, or security lapse of those systems could adversely affect our results of operations. For example, the loss of data from any clinical trials could result in delays in research and development, and the loss, corruption, or unauthorized disclosure of our trade secrets, patents, or other proprietary information could compromise the commercial viability of our products. We may also incur additional costs in the future related to the implementation of additional security measures to protect against new or enhanced data security and privacy threats, or to comply with state, federal and international laws that may be enacted to address those threats.
All or any of these risks separately, or in combination could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
We may be adversely affected by the effects of inflation.
Inflation has the potential to adversely affect our liquidity, business, financial condition and results of operations by increasing our overall cost structure. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, supply shortages, increased costs of labor, components, manufacturing and shipping, as well as weakening exchange rates and other similar effects. As a result of inflation, we have experienced and may continue to experience cost increases. Although we may take measures to mitigate the effects of inflation, if these measures are not effective, our business, financial condition, results of operations and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred.
5 |
Our Company has a lack of operating history and lack of revenues from operations. Our Company has no revenues and very limited operating history. As of the date of this Annual Report, our most significant assets are cash and our intellectual property. Our ability to successfully generate revenues from our intellectual property is dependent on a number of factors, including availability of funds to complete development efforts, to adequately test and refine our products, and to commercialize our products. There can be no assurance that we will not encounter setbacks with our products, or that funding will be sufficient to bring our products to the point of commercialization.
We may have difficulty raising any needed additional capital. We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from operations, as well as the inherent business risks associated with our Company and present and future market conditions. Our business currently generates no revenue from operations. We will likely require additional funds to conduct research and development, establish and conduct non-clinical and clinical trials, secure clinical and commercial-scale manufacturing arrangements and provide for marketing and distribution. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.
We are dependent on our key personnel, and the loss of such personnel could adversely affect our business. We depend on the continued performance of the members of our management team and our Business and Scientific Advisory Board who have contributed to the expertise of our team and the position of our business. If we lose the services of members of our management teams, and are unable to locate a suitable replacement in a timely manner, it could have a material adverse effect on our business. We do not expect to obtain key man life insurance for any members of management in the foreseeable future.
We may experience difficulty implementing our business plan. Our business plan is to continue with the development of the Company’s intellectual property and to develop a product for sale commercially. We may require additional capital in order to develop our products for sale commercially. There can be no assurance that we would be able to obtain additional capital on reasonable terms, or at all.
We have been and expect to be significantly dependent on our collaborative agreements for the research, development and testing of AAGP®, which exposes us to the risk of reliance on the performance of third parties. In conducting our research and development activities, we currently rely, and expect to continue to rely, on numerous collaborative agreements with third parties such as contract research organizations, commercial partners, universities, governmental agencies and not-for-profit organizations for both strategic and financial resources. The loss of, or failure to perform by us or our partners (who are subject to regulatory, competitive and other risks) under any applicable agreements or arrangements, or our failure to secure additional agreements for our product candidates, would substantially disrupt or delay our research and development and commercialization activities. Any such loss would likely increase our expenses and materially harm our business, financial condition and results of operations.
We are a research and product development stage company that has not yet developed or sold any products. To date, we have not yet developed nor marketed a product. Ongoing testing of the AAGP® molecule with three amino acids joined to a monosaccharide by a gemdiflouride bond continues to show that there is significant promise in the field of medicine of preserving cells, tissue and organs from various stresses. Tests have confirmed that the AAGP® molecule improves the harvest of cells from cryopreservation by 30% to 120%. We believe there is a market for AAGP® to preserve cells, particularly various stem cells, and we will continue testing with potential customers. At the same time, we are taking steps to improve the manufacturing process to reduce costs and improve purity and biochemical activity.
Even if we develop product candidates which obtain regulatory approval they may never achieve market acceptance or commercial success. Even if we develop products and obtain FDA or other regulatory approvals, our products may not achieve market acceptance among physicians, patients and third party payors and, ultimately, may not be commercially successful. Market acceptance of our product candidates for which we receive approval depends on a number of factors. Any failure by our product candidates that obtain regulatory approval to achieve market acceptance or commercial success would adversely affect our financial results.
The potential widespread acceptance of therapies that are alternatives to ours may limit market acceptance of our formulations or products, even if commercialized. Many of our targeted diseases and conditions can also be treated by other medication or technologies. These treatments may be widely accepted in medical communities and have a longer history of use. The established use of these competitive drugs may limit the potential for our technologies, formulations and products to receive widespread acceptance if commercialized.
6 |
The market for our product candidates is rapidly changing and competitive, and new technologies treatments which may be developed by others could impair our ability to maintain and grow our business and remain competitive. The pharmaceutical and biotechnology industries are subject to rapid and substantial technological change. Developments by others may render our technologies and our product candidates noncompetitive or obsolete, or we may be unable to keep pace with technological developments or other market factors. Technological competition from pharmaceutical and biotechnology companies, universities, governmental entities and others now existing or diversifying into the field is intense and is expected to increase. Many of these entities have significantly greater research and development capabilities, human resources and budgets than we do, as well as substantially more marketing, manufacturing, financial and managerial resources. These entities represent significant competition for us.
Risks Related to Product Development and Regulation
Our ability to generate revenues will be dependent on our ability to develop a product that complies with legal requirements. Although the laws and regulations of the various jurisdictions in which we may operate vary in their technical requirements and are subject to amendment from time to time, virtually all of these jurisdictions require licenses, permits, and other forms of approval. We will have to apply for, and obtain, all requisite government licenses, registrations, findings of suitability, permits and approvals necessary for us to do business in these new markets. We cannot offer any assurance that we will be able to obtain all necessary licenses, registrations, findings of suitability, permits, or approvals.
Our failure to obtain costly government approvals, including required FDA approvals, or to comply with ongoing governmental regulations relating to our technologies and product candidates could delay or limit introduction of our products and result in failure to achieve revenues or maintain our ongoing business. Our research and development activities and the manufacture and marketing of our product candidates are subject to extensive regulation for safety, efficacy and quality by numerous government authorities in the United States and abroad. Before receiving FDA or foreign regulatory clearance to market our proposed formulations and products, we will have to demonstrate that our formulations and products are safe and effective in the population. Clinical trials, manufacturing and marketing of drugs are subject to the rigorous testing and approval process of the FDA and equivalent foreign regulatory authorities. The Federal Food, Drug and Cosmetic Act and other federal, state and foreign statutes and regulations govern and influence the testing, manufacture, labeling, advertising, distribution and promotion of drugs and medical devices. As a result, regulatory approvals can take a number of years or longer to accomplish and require the expenditure of substantial financial, managerial and other resources.
Conducting and completing the clinical trials necessary for FDA and/or Health Canada approval is costly and subject to intense regulatory scrutiny as well as the risk of failing to meet the primary endpoint of such trials. We will not be able to commercialize and sell our proposed products and formulations without completing such trials. In order to conduct clinical trials that are necessary to obtain approval by the FDA and/or Health Canada to market a formulation or product, it is necessary to receive clearance from the FDA and/or Health Canada to conduct such clinical trials. The FDA and/or Health Canada can halt clinical trials at any time for safety reasons or because we or our clinical investigators did not follow the FDA’s and/or Health Canada requirements for conducting clinical trials. If we are unable to receive clearance to conduct clinical trials or the trials are permanently halted by the FDA and/or Health Canada, we would not be able to achieve any revenue from such product as it is illegal to sell any drug or medical device for human consumption or use without FDA and/or Health Canada approval.
We could be exposed to significant drug product liability claims which could be time consuming and costly to defend, divert management attention and adversely impact our ability to obtain and maintain insurance coverage. The testing, manufacturing, marketing and sale of our proposed products involve an inherent risk that product liability claims will be asserted against us. Product liability insurance may prove inadequate to cover claims and/or litigation costs. Product liability claims or other claims related to our products, regardless of their outcome, could require us to spend significant time and money in litigation or to pay significant settlement amounts or judgments. Any successful product liability or other claim may prevent us from obtaining adequate liability insurance in the future on commercially desirable or reasonable terms. An inability to obtain sufficient insurance coverage at an acceptable cost or otherwise to protect against potential product liability claims could prevent or inhibit the commercialization of our products and product candidates. A product liability claim could also significantly harm our reputation and delay market acceptance of our proposed formulations and products.
7 |
Risk Factors Related to Intellectual Property and Obsolescence
We rely on patents and other intellectual property to protect our business interests. We have attempted to protect our products and will attempt to protect other products through a combination of trade secrets, confidentiality agreements, patents and other contractual provisions. Patents only provide a limited protection against infringement, and patent infringement suits are complex, expensive, and not always successful. Although the Company believes its patents will provide significant protection, there can be no assurance that they will be issued and if they are, that they will provide enough protection.
Because it is difficult and costly to protect our proprietary rights, we may not be able to ensure their protection. Our commercial success will depend in part on maintaining patent protection and trade secret protection for our products, as well as successfully defending these patents against third-party challenges. We will only be able to protect our technologies from unauthorized use by third parties to the extent that valid and enforceable patents or trade secrets cover them.
The patent positions of pharmaceutical and biotechnology companies can be highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved. No consistent policy regarding the breadth of claims allowed in pharmaceutical or biotechnology patents has emerged to date in the United States. The patent situation outside the United States is even more uncertain. Changes in either the patent laws or in interpretations of patent laws in the United States and other countries may diminish the value of our intellectual property. Accordingly, we cannot predict the breadth of claims that may be allowed or enforced in our patents or in third-party patents.
Our competitive position could be harmed if we are unable to enforce confidentiality agreements. Our proprietary information is critically important to our competitive position and is a significant aspect of our business plan. We generally enter into confidentiality agreements with most of our employees and consultants, and control access to, and distribution of, our documentation and other proprietary information. Despite these precautions, we cannot assure you that these strategies will be adequate to prevent misappropriation of our proprietary information. Therefore, we could be required to expend significant amounts to defend our rights to proprietary information in the future if a breach were to occur.
General Corporate Risk Factors
Insiders continue to have substantial control over the Company. As of March 17, 2023, the Company’s directors and executive officers hold the current right to vote approximately 32.2% of the Company’s outstanding voting stock; of which 25.9% is owned or controlled, directly or indirectly by the Company CEO, Clarence Smith. In addition, the Company’s directors and executive officers have the right to acquire additional shares which could increase their voting percentage significantly. As a result, Mr. Smith acting alone, and/or many of these individuals acting together, may have the ability to exert significant control over the Company’s decisions and control the management and affairs of the Company, and also to determine the outcome of matters submitted to stockholders for approval, including the election and removal of a director, the removal of any officer and any merger, consolidation or sale of all or substantially all of the Company’s assets. Accordingly, this concentration of ownership may harm a future market price of the Company’s common stock by:
· | Delaying, deferring or preventing a change in control of the Company; |
· | Impeding a merger, consolidation, takeover or other business combination involving the Company; or |
· | Discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company. |
The Company may not be able to continue as a going concern. Our independent public accountants noted that our recurring losses from operations ($1,907,309 and $2,329,310 for the years ended December 31, 2022 and 2021, respectively) and negative net operating cash flow ($804,669 and $889,891 for the years ended December 31, 2022 and 2021, respectively) raise substantial doubt about our ability to continue as a going concern. This may hinder our future ability to obtain financing or may force us to obtain financing on less favorable terms than would otherwise be available.
8 |
The Company is dependent upon additional financing which it may not be able to secure in the future. As it has in the past, the Company will likely continue to require financing to address its working capital needs, continue its development efforts, support business operations, fund possible continuing operating losses, and respond to unanticipated capital requirements. There can be no assurance that additional financing or capital will be available and, if available, upon acceptable terms and conditions. To the extent that any required additional financing is not available on acceptable terms, the Company’s ability to continue in business may be jeopardized and the Company may need to curtail its operations and implement a plan to extend payables and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Such a plan could have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations, liquidate and/or seek reorganization in bankruptcy.
The Company has been delinquent in filing certain income tax and information reporting returns. The Company was delinquent in filing certain income tax returns with the U.S. Internal Revenue Service and reports disclosing its interest in foreign bank accounts on form TDF 90-22.1, “Report of Foreign Bank and Financial Accounts” (“FBARs”). In September 2015, the Company filed the delinquent income tax returns and has sought waivers of any penalties under the IRS Offshore Voluntary Disclosure Program for late filing of the returns and FBARs. Under the program, the IRS has indicated that it will not impose a penalty for the failure to file delinquent income tax returns if there are no underreported tax liabilities. On November 30, 2017, the Company received a letter from the IRS concluding their review of the Company’s tax returns under the program and accepting the returns as filed. No penalties have been assessed by the IRS to date, and management does not believe that the Company will incur any penalties relating to the tax years submitted under the program.
Our management is relatively inexperienced with running a public company and could create a risk of non-compliance. Management’s inexperience may cause us to fall out of compliance with applicable regulatory requirements, which could lead to enforcement action against us and a negative impact on our stock price.
Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses and could create a risk of non-compliance. Changing laws, regulations and standards relating to corporate governance and public disclosure have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. These corporate governance standards are the product of many sources, including, without limitation, public market perception, stock exchange regulations and SEC disclosure requirements. Our management team expects to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities. Management’s inexperience may cause us to fall out of compliance with applicable regulatory requirements, which could lead to enforcement action against us and a negative impact on our stock price.
As a company with a class of securities registered pursuant to the Exchange Act the Company has significant obligations under the Exchange Act. Having a class of securities registered under the Exchange Act is a time consuming and expensive process and subjects the Company to increased regulatory scrutiny and extensive and complex regulation. Complying with these regulations is expensive and requires a significant amount of management’s time. For example, public companies are obligated to institute and maintain financial accounting controls and for the accuracy and completeness of their books and records. These requirements could necessitate additional corporate spending on procedures and personnel requiring us to reallocate funds from other business objectives.
Risk Factors Related to Our Common Stock
The Company will face significant regulation by the SEC and state securities administrators. The holders of shares of the Company’s common stock and preferred stock may not offer or sell the shares in private transactions or (should a public market develop, of which there can be no assurance) public transactions without compliance with regulations imposed by the SEC and various state securities administrators. To the extent that any holder desires to offer or sell any such shares, the holder must prove to the reasonable satisfaction of the Company that he has complied with all applicable securities regulations, and the Company may require an opinion of the holder’s legal counsel to that effect. Thus, there can be no assurance that the holder will be able to resell the shares or any interest therein when the holder desires to do so.
Our existing stockholders could experience further dilution if we elect to raise equity capital to meet our liquidity needs or finance a strategic transaction. As part of our growth strategy we may desire to raise capital and or utilize our common stock to effect strategic business transactions. Either such action will likely require that we issue equity (or debt) securities which would result in dilution to our existing stockholders. Although we will attempt to minimize the dilutive impact of any future capital-raising activities or business transactions, we cannot offer any assurance that we will be able to do so. If we are successful in raising additional working capital, we may have to issue additional shares of our common stock at prices at a discount from the then-current market price of our common stock.
9 |
Because we have no plans to pay dividends on our common stock, investors must look solely to stock appreciation for a return on their investment in us. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all future earnings to fund the development and growth of our business. Any payment of future dividends will be at the discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the board of directors deems relevant. Investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment. Investors seeking cash dividends should not purchase our common stock.
As our stock is not listed on a national securities exchange, trading in our shares will be subject to rules governing “penny stocks,” which will impair trading activity in our shares. Our stock is not on a national securities exchange. Therefore, our stock is subject to rules adopted by the SEC regulating broker dealer practices in connection with transactions in “penny stocks.” Those disclosure rules applicable to “penny stocks” require a broker dealer, prior to a transaction in a “penny stock” not otherwise exempt from the rules, to deliver a standardized list disclosure document prepared by the SEC. That disclosure document advises an investor that investment in “penny stocks” can be very risky and that the investor’s salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in “penny stocks,” to independently investigate the security, as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and must make a special written determination that the “penny stock” is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities.
The over-the-counter market for stock such as ours is subject to extreme price and volume fluctuations. You may not be able to resell your shares at or above the public sale price. The securities of companies such as ours have historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as new product developments and trends in the industry and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may have a negative effect on the market price of our common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The Company’s principal executive office, for all operations during the year 2022 was at 412 Mulberry, Marietta, Oh 45750.
In January of 2023 the Company moved its executive office to109 W. Main St, Dalton, Ohio 44618. The Company does not have a lease for its principal executive office but rents month to month. A lease on the space is held by the CFO’s company, The Guzzetta Company LLC. The Company paid $1050 per month for the office ( $1,050 in 2021). ProtoKinetix does not own any real property.
ITEM 3. LEGAL PROCEEDINGS
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 4. MINE SAFETY MATTERS
Not applicable.
10 |
PART II
ITEM 5. | MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Our common stock is currently quoted on OTCQB tier of the OTC Markets under the symbol “PKTX”. The table below sets forth the high and low bid prices of the Company’s common stock during the periods indicated as reported on OTC Markets Inc. (www.otcmarkets.com). The quotations are inter-dealer prices without retail markups, markdowns or commissions, and may not necessarily represent actual transactions.
2022 | Low | High | ||||||
First Quarter | $ | 0.040 | $ | 0.060 | ||||
Second Quarter | 0.023 | 0.049 | ||||||
Third Quarter | 0.026 | 0.041 | ||||||
Fourth Quarter | 0.022 | 0.027 |
2021 | Low | High | ||||||
First Quarter | $ | 0.081 | $ | 0.225 | ||||
Second Quarter | 0.115 | 0.270 | ||||||
Third Quarter | 0.092 | 0.160 | ||||||
Fourth Quarter | 0.055 | 0.140 |
Holders
As of March 17, 2023, there were approximately 115 stockholders of record of the Company’s common stock. This does not include an indeterminate number of persons who hold our Common Stock in brokerage accounts and otherwise in “street name.”
Dividends
We have never paid cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined by our board of directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws, our current preferred stock instruments, and our future credit arrangements may then impose.
Adoption and Amendment of the 2017 Stock Option and Stock Bonus Plan
On December 30, 2016, the Board of Directors of the Company the (“Board”) adopted the 2017 Stock Option and Stock Bonus Plan (the “2017 Plan”). The Board adopted the 2017 Plan as it anticipates utilizing equity compensation as part of its ongoing standard corporate operations and in connection with its contemplated activities going forward.
On November 9, 2018, the Board amended the 2017 Stock Option and Stock Bonus Plan to increase the aggregate number of shares that may be issued under the 2017 Plan from 30,000,000 to 50,000,000 shares subject to adjustment as provided therein to continue to incentivize contractors and future employees (if any) of the Company (the amended 2017 Plan is hereinafter referred to as the “Amended 2017 Plan”). On July 15, 2019, the Board again amended the Amended 2017 Plan to increase the aggregate number of shares that may be issued under the 2017 Plan from 50,000,000 to 89,700,000 shares. On April 6, 2020, the Board approved an amendment to the 2017 Plan to reduce the number of shares of common stock of the Company available for issuance pursuant to the 2017 Plan from 89,700,000 shares to 85,700,000 shares. On February 16, 2022, the Board approved an amendment to the 2017 Plan to increase the number of shares of common stock of the Company available for issuance pursuant to the 2017 Plan from 85,700,000 shares to 97,700,000 shares.
11 |
The Amended 2017 Plan also provides for the ability of the Board to extend the exercise period of an option and provides for flexibility in the event of a change in control of the Company or consolidation or merger.
The Amended 2017 Plan is administered by the Board, or a committee appointed by the Board. In addition to determining who will be granted options or bonuses, the committee has the authority and discretion to determine when options and bonuses will be granted and the number of options and bonuses to be granted. The committee also may determine a vesting and/or forfeiture schedule for bonuses and/or options granted, the time or times when each option becomes exercisable, the duration of the exercise period for options and the form or forms of the agreements, certificates or other instruments evidencing grants made under the Amended 2017 Plan. The committee may determine the purchase price of the shares of common stock covered by each option and determine the fair market value per share. The committee also may impose additional conditions or restrictions not inconsistent with the provisions of the Amended 2017 Plan. The committee may adopt, amend and rescind such rules and regulations as in its opinion may be advisable for the administration of the Amended 2017 Plan.
The committee also has the power to interpret the Amended 2017 Plan, and the provisions in the instruments evidencing grants made under it, and is empowered to make all other determinations deemed necessary or advisable for the administration of it.
Participants in the Amended 2017 Plan may be selected by the committee from employees, officers, consultants and advisors (including board members) of ProtoKinetix. The committee may take into account the duties of persons selected, their present and potential contributions to the success of ProtoKinetix and such other considerations as the committee deems relevant to the purposes of the Amended 2017 Plan.
In the event of a change, such as a stock split, is made in the Company’s capitalization which results in an exchange or other adjustment of each share of common stock for or into a greater or lesser number of shares, appropriate adjustments will be made to unvested bonuses and in the exercise price and in the number of shares subject to each outstanding option. The committee also may make provisions for adjusting the number of bonuses or underlying outstanding options in the event the Company effects one or more reorganizations, recapitalizations, rights offerings, or other increases or reductions of shares of its outstanding common stock. Options and bonuses may provide that in the event of the dissolution or liquidation of ProtoKinetix, a corporate separation or division or the merger or consolidation of ProtoKinetix, the holder may exercise the option on such terms as it may have been exercised immediately prior to such dissolution, corporate separation or division or merger or consolidation; or in the alternative, the committee may provide that each option granted under the 2017 Plan shall terminate as of a date fixed by the committee.
The exercise price of any option granted under the Amended 2017 Plan must be no less than 100% of the “fair market value” of ProtoKinetix’s common stock on the date of grant. Any incentive stock option granted under the Amended 2017 Plan to a person owning more than 10% of the total combined voting power of the common stock must be at a price of no less than 110% of the fair market value per share on the date of grant.
The exercise price of an option may be paid in cash, in shares of ProtoKinetix 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. The committee determines whether or not property other than cash or common stock may be used to purchase the shares underlying an option and shall determine the value of the property received.
As of both December 31, 2022 and March 4, 2023, 97,700,000 options remain as granted under the Amended 2017 Plan.
12 |
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth securities authorized for issuance under equity compensation plans, including but not limited to the Amended 2017 Plan and individual compensation arrangements as of December 31, 2022:
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||
(a) | (b) | (c) | ||||||||||
Equity compensation plans approved by security holders | — | — | — | |||||||||
Equity compensation plans not approved by security holders | 107,590,000 | $ | 0.06 | 0 | ||||||||
Total | 107,590,000 | $ | 0.06 | 0 |
During the year ended December 31, 2022, warrants to purchase 13,300,000 shares of common stock of the Company were outstanding (see Note 6 of the notes to the financial statements). As of the year ended December 31, 2022, there were warrants and options outstanding representing a total of 13,300,000 and 94,290,000 shares of common stock respectively to be issued upon exercise, of which: (i) options to purchase 94,290,000 shares of common stock were outstanding under the Amended 2017 Plan; and (ii) warrants outstanding to purchase 13,300,000 shares of common stock not pursuant to any plan.
Recent Sales of Unregistered Securities and Use of Proceeds
Between January 3, 2022 and February 8, 2022, the Company issued 2,136,666 shares at a price of $0.06 per share to accredited investors in a private placement for gross proceeds of $128,200. 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 December 28, 2021, and an Amended Form D was filed on January 12, 2022 and February 25, 2022.
Between March 18, 2022 and May 11, 2022, the Company issued 7,300,000 units to accredited investors in a private placement for gross proceeds of $365,000, of which Clarence Smith purchased 1,600,000 units. Each unit consists of one common share and one warrant immediately exercisable to purchase one common share at an exercise price of $0.05 expiring March 14, 2024. 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 April 1, 2022 and an amended Form D on May 18, 2022.
Between July 11, 2022 and September 30, 2022, the Company issued 7,500,000 shares of common stock to accredited investors in a private placement for gross proceeds of $225,000, of which Clarence Smith purchased 6,000,000 shares of common stock. Each share of common stock had a purchase price of $0.03. 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 July 26, 2022 and an amended Form D on October 14, 2022.
Between December 8, 2022 and December 27, 2022, the Company issued 3,100,000 shares of common stock to accredited investors in a private placement for gross proceeds of $77,500, of which Clarence Smith purchased 2,520,000 shares of common stock. Each share of common stock had a purchase price of $0.025. 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 December 23, 2022.
On December 30, 2022 the Company issued 5,450,000 shares of common stock to accredited investors in a private placement for gross proceeds of $109,000, of which Clarence Smith purchased 1,850,000 shares of common stock. Each share of common stock had a purchase price of $0.02. 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 January 6, 2023.
13 |
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion provides information regarding the results of operations for the years ended December 31, 2022 and 2021, and our financial condition, liquidity and capital resources as of December 31, 2022 and 2021. The financial statements and the notes thereto contain detailed information that should be referred to in conjunction with this discussion.
The following discussion and analysis should be read in conjunction with and our historical financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K, as well as the Risk Factors and the Cautionary Note Regarding Forward-Looking Statements included above.
Results of Operations
For the Years Ended | ||||||||
2022 | 2021 | |||||||
Operating Expenses | ||||||||
Amortization | $ | 58,450 | $ | 3,000 | ||||
General and Administrative | 162,749 | 316,995 | ||||||
Professional Fees | 166,254 | 160,388 | ||||||
Research and Development | 448,873 | 435,872 | ||||||
Share-Based Compensation | 1,070,983 | 1,413,055 | ||||||
Total operating expenses | 1,907,309 | 2,329,310 | ||||||
Loss from Operations | (1,907,309 | ) | (2,329,310 | ) | ||||
Net Loss | $ | (1,907,309 | ) | $ | (2,329,310 | ) |
Revenues
We had no revenues for the years ended December 31, 2022 and 2021.
Gross profit and expenses
The Company’s net loss was $1,907,309 for the year ending December 31, 2022 compared to $2,329,310 for the year ending December 31, 2021. These expenses were primarily incurred for professional fees, share-based compensation related to the operations of the Company’s business, research and development and other general and administrative expenses. Significant changes from the prior year include:
· | Professional fees decreased by $5,866, year over year going to $166,254 from $160,388 as legal and auditing fees each contributed to a small increase , while accounting activity remained unchanged over prior year totals. |
· | Share-based compensation decreased by $342,072 from $1,413,055 to $1,070,983 primarily because of a the revaluation of existing options granted. In 2020 the Company adopted a change in accounting based on new FASB guidance for valuation of share-based payments to non-employees. |
· | Research and development increased slightly by $13,001 from $435,872 to $448,873 as the Company finished existing test projects and moves toward leveraging the positive study findings. Any new projects will be targeted investments expanding the development of the AAGP® molecule through institutional collaborations and industry partnerships. |
· | General and administrative expenses decreased throughout the year by $154,246 from $316,995 to $162,749 due to the significant decrease in spending on marketing, press releases and social media exposure. Majority of new information is currently released through updates to Company website. |
Our expenses in 2022 were $1,907,309 which included $166,254 in professional fees. We operate the Company by hiring outside consultants to assist us with management, strategic planning, organization and daily operations. This resulted in $1,070,983 in share-based compensation recognized based on the fair value of equity instruments granted as compensation. These professional consulting services are related to marketing, accounting, merger opportunities as well as research development services. The Company also incurred total research and development expenses of $448,873 and general and administrative costs of $162,749 during the year ended December 31, 2022.
14 |
Liquidity and Capital Resources
As at | ||||||||
December 31, | ||||||||
2022 | 2021 | |||||||
Cash | $ | 25,550 | $ | 57,568 | ||||
Working Capital | $ | (14,930 | ) | $ | (9,705 | ) |
At December 31, 2022, we had $25,550 in cash and $26,600 in total current assets. As of December 31, 2022, we had a working capital equity deficit position of $14,930. Although as of the date of this Annual Report we believe we have sufficient capital to meet cash flow projections and carry forward our business objectives in the short-term, 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. 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 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 for the Years ended December 31, 2022 and 2021
Net Cash Used in Operating Activities
During the year ended December 31, 2022, net cash used in operating activities decreased $85,222 from $889,891 to $804,669 for the years ended December 31, 2021 and 2022, respectively. This decrease was predominantly due to the overall decreased spending on web marketing, news releases, and social media. Informative updates have been posted on the Company website, reducing the need news releases.
Net Cash Used in Investing Activities
During the year ended December 31, 2022, net cash used in investing activities increased by $41,064 primarily from the increase in patent application spending due to expansion of patent family. Net cash from investing activities for the year ended December 31, 2021 was $90,985. Net cash used for investing activities for the year ended December 31, 2022 was $132,049.
Net Cash Provided by Financing Activities
During the year ended December 31, 2022, net cash provided by financing activities increased by $59,700 from $845,000 to $904,700 for the years ended December 31, 2021 and 2022 respectively. This increase was predominantly due to an increase in private placements completed.
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 potential 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 Company’s common stock is at a low price and trading is not consistent.
Off-Balance Sheet Arrangements
None.
15 |
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-K.
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
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.
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.
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. The Company capitalizes its patent application costs. All other expenditures are recognized in profit or loss as incurred.
As at December 31, 2022, 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 patent application costs as at December 31, 2022.
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 year ending December 31, 2022.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide the information required by this item.
16 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item begins on page F-1 of this Annual Report on Form 10-K and is incorporated into this part by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. 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 December 31, 2022 (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 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.
Management’s Annual Report on Internal Control Over Financial Reporting
In accordance with Item 308 of SEC Regulation S-K, management is required to provide an annual report regarding internal controls over our financial reporting. This report, which includes management’s assessment of the effectiveness of our internal controls over financial reporting, is found below. Inasmuch as the Company is neither an accelerated filer nor a large accelerated filer, the Company is not obligated to provide an attestation report on the Company’s internal control over financial reporting by the Company’s registered public accounting firm.
Internal Control Over Financial Reporting
Our management is also responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act. Our ICFR are intended to be designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our ICFR are expected to include those policies and procedures that management believes are necessary that:
(1) | Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; | |
(2) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with proper authorizations of management and our directors; and | |
(3) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
17 |
Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect of financial statement preparation and may not prevent or detect misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.
As of December 31, 2022, management (with the participation of the Chief Executive Officer and the Chief Financial Officer) conducted an evaluation of the effectiveness of the Company’s ICFR based on the framework set forth in Internal Control--Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments by smaller reporting companies and non-accelerated filers. Based on that assessment, management (with the participation of the Chief Executive Officer and the Chief Financial Officer) concluded that, during the period covered by this report, such internal controls and procedures were not effective as of December 31, 2021.
Material Weaknesses Identified
In connection with the preparation of our financial statements for the year ended December 31, 2022, certain significant deficiencies in internal control became evident to management that, in the aggregate, represent material weaknesses, which include the following:
Insufficient segregation of duties in our finance and accounting functions due to limited personnel. During the year ended December 31, 2021, we used outside services to perform all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. This creates a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.
Insufficient corporate governance policies. Although we have a code of ethics which provides broad guidelines for corporate governance, our corporate governance activities and processes are not always formally documented. Specifically, decisions made by our Board of Directors to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our operations and management.
Plan for Remediation of Material Weaknesses
We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies provided that we have the resources to implement them.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by our registered public accounting firm.
There was no change in our internal control over financial reporting that occurred during the year ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
On February 11, 2022, the Company held its first annual stockholder meeting. The meeting was held solely by means of remote communication due to COVID-19 concerns. At the meeting, the Company: (i) elected Clarence Smith and Ed McDonough as directors of the Company; (ii) approved the amendment and restatement of the Company’s Articles of Incorporation to, among other things, increase the number of authorized shares of common stock to 500,000,000; (iii) voted, in an advisory vote, to approve the compensation of the Company’s named executive officers; (iv) voted, in an advisory vote, to conduct an advisory vote on compensation of the Company’s named executive officers every three years; and (v) approved the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the Company’s independent accounting firm for the 2022 fiscal year.
Between January 20, 2023 and February 11, 2023, the Company issued 4,000,000 shares of common stock to accredited investors in a private placement for gross proceeds of $80,000, of which Clarence Smith purchased 2,000,000 shares of common stock. Each share of common stock had a purchase price of $0.02. 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 January 6, 2023 and filed an amended Form D on February 7, 2023.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
18 |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE
As of March 17, 2023, the Company’s current officers and directors consist of the following persons:
Name | Age | Title | Year Appointed | ||||
Clarence E. Smith | 59 | Chairman, Chief Executive Officer, President | February 2015 | ||||
Director | June 2014 | ||||||
Michael R Guzzetta | 65 | Chief Financial Officer | November 2017 | ||||
Edward P. McDonough | 70 | Director | July 2015 |
Clarence E. 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. 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. In 1981, Mr. 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 sold the company in 2008. Mr. 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. Mr. Smith served as Chairman of the Board and CEO of Trans Energy, Inc. from 2005 to 2006. Mr. Smith graduated from St. Marys High School in West Virginia in 1981.
Michael R. Guzzetta was appointed Chief Financial Officer of the Company on November 14, 2017. Mr. 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. Mr. 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. Mr. 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.
Edward P. McDonough was appointed as a member of the Board of Directors of the Company on July 1, 2015. In addition to serving as a director of the Company, Mr. 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. Mr. McDonough became a Certified Public Accountant in 1978, a Certified Valuation Analyst in 1996, and a Chartered Global Management Accountant in 2012. 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. Mr. McDonough acquired his Bachelor of Science in Business Administration with a Major in Accounting at West Virginia University in Morgantown, West Virginia in 1973.
19 |
Family Relationships
There are no family relationships among any of our executive officers and directors.
Term of Office
Each director shall hold office until the next annual meeting of stockholders or until his successor shall have been elected and qualified, or until there is a decrease in the number of directors.
Involvement in Legal Proceedings
See Item 3—Legal Proceedings.
Corporate Governance
Code of Ethics
On July 8, 2019, the Board adopted a new Code of Business Conduct and Ethics and Whistleblower Policy (“Code of Ethics”) which replaced in its entirety the Company’s prior code of ethics. The Code of Ethics applies to all directors, officers, employees and consultants of the Company and amends and restates the Company’s prior code of ethics to update certain provisions for business and regulatory developments and to provide additional guidance and greater detail on certain issues such as conflicts of interest, reporting illegal or unethical behavior, confidentiality and use of the Company’s assets, and hedging of Company securities. The Board also approved an insider trading policy, related party transactions policy, and policy on trading blackout periods, benefit plans and SEC reporting.
Committees of the Board of Directors
The Company does not currently have a separately designated audit committee. Instead, the Board of Directors as a whole acts as the Company’s audit committee. Consequently, the Company does not currently have a designated audit committee financial expert.
The Company also does not have a separately designated compensation committee. To date, the Company has not retained an independent compensation advisor to assist the Company review and analyze the structure and terms of the Company’s executive officers.
Independent Directors
The Board of Directors has determined that Mr. McDonough is the only independent member of the Board of Directors of the Company pursuant to SEC Rule 10A-3(b)(1).
Business and Scientific Advisory Board
Our Business and Scientific Advisory Board exists to assist the Board of Directors with understanding both the regulatory and business aspects of the biopharmaceutical industry are particularly valuable for the expansion and commercialization of AAGP® applications. The members on the board are:
· | Dr. Julia Levy, PhD, Chairman, Business and Scientific Advisory Board. Dr. Levy is a founder, former President and former Chief Scientific Officer of QLT, Inc., where she and her colleagues developed the first medical treatment for macular degeneration, a leading cause of blindness among the elderly. She has received numerous awards and honorary degrees. In her honor the Julia Levy B.C. Leadership Chair in Macular Research at the University of British Columbia was established. |
· | Mr. Peter Jensen, former director of the Company. |
20 |
Delinquent Section 16(a) Reports
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 in ownership of common stock and other equity securities of the Company. To our knowledge, based solely on a review of copies of Forms 3, 4 and 5 and any amendments thereto filed with the Securities and Exchange Commission and stockholder reports from our transfer agent and written representations that no other reports were required, during the fiscal year ended December 31, 2022 our officers, directors and 10% or more stockholders complied with all Section 16(a) filing requirements applicable to them except that: Mr. Smith filed four Forms 4 late representing eight transactions not reported on a timely basis.
ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes the annual compensation paid to ProtoKinetix’s named executive officers for the two years ended December 31, 2022 and 2021:
Summary Compensation Table for Executive Officers
Name and Principal Position | Fiscal Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards(1) ($) |
Non-equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) | |||||||||||||||
Clarence E. Smith | ||||||||||||||||||||||||
President & CEO |
2022 |
- | - | - | 1,037,384 | - | - | - | 1,037,384 | |||||||||||||||
2021 | - | - | - | 131,494 | - | - | - | 131,494 | ||||||||||||||||
Michael R. Guzzetta | ||||||||||||||||||||||||
Chief Financial Officer |
2022 |
60,000 | - | - | 405,974 | - | - | - | 465,974 | |||||||||||||||
2021 | 60,000 | - | - | 13,149 | - | - | - | 73,149 |
(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. |
Consulting Agreements
We have entered into consulting agreements with certain Company officers as set forth below.
Clarence E. Smith – Mr. 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. Mr. 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.
Mr. Smith is also entitled to a termination fee if the agreement is terminated for the following two reasons:
· | A termination without cause: If Mr. 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. 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 issued to Mr. Smith during 2022.
21 |
Michael R. Guzzetta – Mr. Guzzetta is Chief Financial Officer of the Company. 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 2022, the Company paid Mr. Guzzetta $60,000 in consulting fees, and reimbursed The Guzzetta Company LLC $11,025 in office rent. In 2021, he received $60,000 in consulting fees and The Guzzetta Company LLC was reimbursed $12,600 for office rent of $1,050 monthly.
On December 7, 2022, in connection with Mr. Guzzetta’s continued service to the Company, the Company cancelled, and concurrently replaced 13,260,000 stock options previously issued to Mr. Guzzetta pursuant to the Company’s Amended 2017 Plan between 2018 to 2021 at various 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 $0.028 per share, expiring on December 6, 2028.
Please refer to “Outstanding Equity Awards at Fiscal Year-End” for a description of the option grants issued to Mr. Guzzetta during 2022.
Outstanding Equity Awards at Fiscal Year-End
The following table provides information as to option awards held by each of the named executive officers of ProtoKinetix
as of December 31, 2022.
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | ||||||||||
Clarence E. Smith | 32,350,000 | (1) | — | 0.028 | 12/06/2028 | |||||||||
Michael R. Guzzetta | 13,260,000 | (2) | — | 0.028 | 12/06/2028 |
(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 $0.028 per share, fully vested. |
Director Compensation
The following table sets forth a summary of the compensation earned by each non-employee director who served on the Board during the fiscal year ended December 31, 2022:
Director Compensation | ||||||||||||||||||||||||||||||
Fees Earned or Paid in Cash | Bonus | Stock Awards (1) | Option Awards (2) | Nonequity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||||
($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||
Edward P. McDonough | — | — | — | 682,091 | — | — | — | 682,091 |
(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.
| |
(3) |
As of December 31, 2022, 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.
|
On or about December 30, 2016, the Company entered into a new consulting agreement with Mr. McDonough, effective January 1, 2017 (the “2017 McDonough Agreement”).
On September 1, 2017, the Company entered into an amendment to the 2017 McDonough Agreement, effective immediately. This new agreement is effective through December 31, 2018, but shall automatically renew for one-year increments under the same terms and conditions of the 2017 McDonough Agreement unless by stockholder vote or 30 days prior to the end of such calendar year written notice is given by either party to the other notifying them of a desire to terminate.
On December 7, 2022, in connection with Mr. McDonough’s continued service to the Company, the Company cancelled, and concurrently replaced 7,500,000 stock options previously issued to Mr. McDonough pursuant to the Company’s Amended 2017 Plan between 2018 to 2020 at various 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
22 |
ITEM 12. | 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 17, 2023, 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.
Name & Address of Beneficial Owner | Amount and Nature of Beneficial Ownership |
Beneficial Ownership Percentage as of March 17, 2023 (1) | ||||||
More than 5% Stockholders | ||||||||
Grant Young (2) | 52,301,250 | 14.2 | % | |||||
Alexandra Smith (3) | 27,700,776 | 8.5 | % | |||||
John & Edith Smith(4) | 21,458,709 | 6.6 | % | |||||
Directors and Named Executive Officers | ||||||||
Clarence E. Smith(5) | 93,337,092 | 25.9 | % | |||||
Michael R. Guzzetta(6) | 13,976,369 | 4.1 | % | |||||
Edward P. McDonough(7) | 7,500,000 | 2.2 | % | |||||
All directors and executive officers as a group: | 114,813,461 | 32.22 | % |
(1) | Based on 326,880,151 shares of common stock outstanding on March 17, 2023, and, with respect to each individual holder, rights to acquire common stock exercisable within 60 days of March 17, 2023. |
(2) | Consists of 10,021,250 shares of common stock owned by Mr. Young directly; the right to acquire 6,000,000 shares of common stock upon warrant exercise; the right to acquire 36,280,000 shares of common stock upon option exercise. |
(3) | Consists of 27,700,776 shares of common stock owned by Alexandra Smith directly. |
(4) | Consists of 21,458,709 shares of common stock owned by John and Edith Smith JTWROS. |
(5) | Consists of 43,964,443 shares of common stock owned by Mr. Smith directly, 13,572,649 held by Mr. Smith’s trusts, 1,850,000 held by Mr. Smith’s retirement account, the right to acquire 32,350,000 shares of common stock upon option exercise, and the right to acquire 1,600,000 shares upon warrant exercise. |
(6) | Consists of 716,369 shares of common stock owned by Mr. Guzzetta directly, and 13,260,000 shares of common stock issuable upon the exercise of stock options. |
(7) | Consists of 7,500,000 shares of common stock issuable upon the exercise of stock options. |
23 |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
The following is a description of transactions during the last fiscal year in which the transaction involved a material dollar amount and in which any of the Company’s directors, executive officers or holders of more than 5% of the Company’s common stock had or will have a direct or indirect material interest, other than compensation which is described under “Executive Compensation.” Management believes the terms obtained or consideration that was paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arms’ length transactions:
Pursuant to a consulting agreement with an effective date of November 14, 2017, a total of $60,000 (2020 - $60,000) was paid or accrued to the Company’s CFO. During the year ended December 31, 2022, the Company reimbursed a company controlled by the CFO a total of $11,025 (2021 - $12,600) in office rent.
On December 7, 2022, the Company cancelled and concurrently replaced 32,350,000 stock options previously issued to the Company’s CEO and a Director of the Company from 2021 to 2022. The modification incremental fair value of $80,105 was recognized in the current period. The 32,350,000 replacement options and a term of 6 years, exercisable at a price of $0.28 per share, expiring on December 6, 2028.
On December 7, 2022, the Company cancelled and concurrently replaced 13,260,000 stock options previously issued to the Company’s CFO and a Director of the Company from 2018 to 2022. The modification incremental fair value of $82,398 was recognized in the current period. The 13,260,000 replacement options granted have a term of 6 years, exercisable at a price of $0.028 per share, expiring on December 6, 2028.
On December 7, 2022, the Company cancelled and concurrently replaced 7,500,000 stock options previously issued to a director of the Company from 2018 to 2022. The modification incremental fair value of $24,524 was recognized in the current period The 7,500,000 replacement options granted are fully vested and have a term of 6 years, exercisable at a price of $0.028 per share, expiring on December 6, 2028.
On December 7, 2022, in connection with a consultant’s continued service to the Company, the Company cancelled, and concurrently replaced 36,280,000 stock options previously issued to the consultant pursuant to the Company’s Amended 2017 Plan between 2018 to 2021 at various 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 “Recent Sales of Unregistered Securities and Use of Proceeds” for a description of the securities purchased by Mr. Smith during 2022.
Please refer to “Outstanding Equity Awards at Fiscal Year-End” for a description of the option grants issued to Mr. Smith and Mr. Guzzetta during 2022.
24 |
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
For the years ended December 31, 2022 and 2021, Davidson & Company LLP, Chartered Professional Accountants (“Davidson”) the Company’s principal accountants billed the Company $28,847 and $28,500, respectively for fees for the audit of the Company’s annual financial statements. All amounts are in U.S. dollars.
Audit-Related Fees
For the years ended December 31, 2022 and 2021, Davidson did not provide the Company with any assurances or related services reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported above under “Audit Fees.”
Tax Fees
For the years ended December 31, 2022 and 2021, Davidson billed $3,500 in 2022 and $3,500 in 2021 for professional services for tax compliance, tax advice, and tax planning.
All Other Fees
For the years ended December 31, 2021 and 2020, Davidson did not bill the Company for fees associated with the preparation and filing of the Company’s registration statements, the creation of pro forma financial statements and other related matters.
For the years ended December 31, 2022 and 2021, Davidson billed the Company $25,293 and $23,837 for fees for the review of the Company’s quarterly financial statements. All amounts are in U.S. dollars.
Audit Committee Pre-Approval Policies
The Company currently does not have a formal audit committee. 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 of the Company and correspond with the independent auditors regarding the same.
25 |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULE
EXHIBIT INDEX
The following documents are being filed with the Commission as exhibits to this Annual Report on Form 10-K.
26 |
1. | Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 14, 2022 with the SEC. |
2. | Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 23, 2021 with the SEC. | |
3. | Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 13, 2018 with the SEC. |
4. | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on April 14, 2015 with the SEC. |
5. | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 15, 2016 with the SEC. |
6. | Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 17, 2019 with the SEC. |
7. | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 21, 2017 with the SEC. |
8. | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 13, 2017 with the SEC. |
9. | 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. |
* | Filed herewith. |
** | Furnished, not filed herewith. |
ITEM 16. Form 10-K Summary
This Item is optional and the registrant is not required to furnish this information.
27 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
PROTOKINETIX, INCORPORATED | |||
Dated: March 17, 2023 | By: | /s/ Clarence E. Smith | |
Clarence E. Smith | |||
Principal Executive Officer | |||
Dated: March 17, 2023 | By: | /s/ Michael R. Guzzetta | |
Michael R. Guzzetta | |||
Principal Financial Officer & Principal Accounting Officer | |||
Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Dated: March 17, 2023 | By: | /s/ Clarence E. Smith | |
Clarence E. Smith | |||
Chief Executive Officer (principal executive officer) & Chairman of the Board |
|||
Dated: March 17, 2023 | By: | /s/ Edward P. McDonough | |
Edward P. McDonough | |||
Director | |||
28 |
PROTOKINETIX, INC. (A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 2022 (Stated in US Dollars) |
C O N T E N T S
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID #731) DAVIDSON & COMPANY LLP, VANCOUVER, BC, CANADA | F-2 |
FINANCIAL STATEMENTS | |
BALANCE SHEETS | F-4 |
STATEMENTS OF OPERATIONS | F-5 |
STATEMENT OF STOCKHOLDERS' EQUITY | F-6 |
STATEMENTS OF CASH FLOWS | F-8 |
NOTES TO FINANCIAL STATEMENTS | F-9 |
F-1 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Directors of
Protokinetix, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Protokinetix, Inc. (the “Company”) as of December 31, 2022 and 2021, and the related statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2022 and 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years ended December 31, 2022 and 2021 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 suffered recurring losses from operations, requires additional working capital and has a net accumulated deficit all which raises substantial doubt about its ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 1. 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. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 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.
F-2 |
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 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 $436,270 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.
/s/ DAVIDSON & COMPANY LLP
Vancouver, Canada Chartered Professional Accountants
March 17, 2023
F-3 |
PROTOKINETIX, INC.
(A Development Stage Company)
BALANCE SHEETS
As of December 31, 2022
2022 | 2021 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash | $ | $ | ||||||
Prepaid expenses and deposits (Note 3) | ||||||||
Total current assets | ||||||||
Intangible assets (Note 4) | ||||||||
Total assets | $ | $ | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current Liabilities | ||||||||
Accounts payable and accrued liabilities | $ | $ | ||||||
Total liabilities | ||||||||
Stockholders' Equity | ||||||||
Common stock, $ | par value; common shares authorized; and shares issued and outstanding for 2022 and 2021 respectively (Note 7)||||||||
Additional paid-in capital | ||||||||
Accumulated deficit | ( | ) | ( | ) | ||||
Total stockholders' equity | ||||||||
Total liabilities and stockholders' equity | $ | $ | ||||||
Basis of Presentation – Going Concern Uncertainties (Note 1)
Commitments and Contingency (Note 9)
See Notes to Financial Statements
F-4 |
PROTOKINETIX, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2022 and 2021
2022 | 2021 | |||||||
EXPENSES | ||||||||
Amortization – intangible assets (Note 4) | $ | $ | ||||||
General and administrative | ||||||||
Professional fees (Note 8) | ||||||||
Research and development | ||||||||
Share-based compensation (Notes 5 and 8) | ||||||||
Operating Income (Expenses) | ( | ) | ( | ) | ||||
Net loss for the year | $ | ( | ) | $ | ( | ) | ||
Net loss per common share (basic and diluted) | $ | ( | ) | $ | ( | ) | ||
Weighted average number of common shares outstanding (basic and diluted) |
See Notes to Financial Statements
F-5 |
PROTOKINETIX, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Years Ended December 31, 2022 and 2021
Common Stock | Additional paid-in | Accumulated | ||||||||||||||||||
Shares | Amount | capital | deficit | Total | ||||||||||||||||
Balance, December 31, 2020 | $ | $ | $ | ( | ) | $ | ||||||||||||||
Fair value of share-based compensation | — | |||||||||||||||||||
Issuance of common stock pursuant to private placement offering | ||||||||||||||||||||
Issuance of common stock pursuant to warrant exercise | ||||||||||||||||||||
Issuance of common stock pursuant to cashless option exercise | ( | ) | ||||||||||||||||||
Extension of the terms of warrants | — | ( | ) | |||||||||||||||||
Net loss for the year | — | ( | ) | ( | ) | |||||||||||||||
Balance, December 31, 2021 | $ | $ | $ | ( | ) | $ |
See Notes to Financial Statements
F-6 |
PROTOKINETIX, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Years Ended December 31, 2022 and 2021
Common Stock | Additional paid-in | Accumulated | ||||||||||||||||||
Shares | Amount | capital | deficit | Total | ||||||||||||||||
Balance, December 31, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
Fair value of share-based compensation | — | |||||||||||||||||||
Issuance of common stock pursuant to private placement offering | ||||||||||||||||||||
Net loss for the year | — | ( | ) | ( | ) | |||||||||||||||
Balance, December 31, 2022 | $ | $ | $ | ( | ) | $ |
See Notes to Financial Statements
F-7 |
PROTOKINETIX, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2022 and 2021
2022 | 2021 | |||||||
CASH FLOWS USED IN OPERATING ACTIVITIES | ||||||||
Net loss for the year | $ | ( | ) | $ | ( | ) | ||
Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
Amortization – intangible assets | ||||||||
Fair value of compensatory options granted | ||||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses and deposits | ( | ) | ||||||
Accounts payable and accrued liabilities | ( | ) | ||||||
Net cash used in operating activities | ( | ) | ( | ) | ||||
CASH FLOWS USED IN INVESTING ACTIVITIES | ||||||||
Purchase of intangible assets | ( | ) | ( | ) | ||||
Net cash used in investing activities | ( | ) | ( | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Issuance of common stock for cash | ||||||||
Net cash from financing activities | ||||||||
Net change in cash | ( | ) | ( | ) | ||||
Cash, beginning of year | ||||||||
Cash, end of year | $ | $ | ||||||
Cash paid for interest | $ | $ | ||||||
Cash paid for income taxes | $ | $ | ||||||
Supplementary information – non-cash transactions: | ||||||||
There were no non-cash financing or investing activities. | $ | $ |
See Notes to Financial Statements
F-8 |
PROTOKINETIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2022
Note 1. Basis of Presentation – Going Concern Uncertainties
ProtoKinetix, Inc. (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 $
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 December 31, 2022. 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 is largely dependent upon future developments, including but not limited to information on the duration and spread of COVID-19, changes in customer demand, additional mitigation strategies proposed by governmental authorities (including federal, state, or local stay at home or similar orders), 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 financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and are expressed in United States dollars.
F-9 |
PROTOKINETIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2022
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 December 31, 2022, 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.
F-10 |
PROTOKINETIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2022
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 December 31, 2022, 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 patent application costs at December 31, 2022.
Research and Development Costs
Research and development costs are expensed as incurred.
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
stock options (December 31, 2021 – ) and warrants (December 31, 2021 – ) were not included in the computation of diluted earnings per share for all periods presented because it was anti-dilutive due to the Company's losses.
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.
F-11 |
PROTOKINETIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2022
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.
F-12 |
PROTOKINETIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2022
Note 2. Summary of Significant Accounting Policies (cont'd)
Recent Accounting Pronouncements
The Company has determined that other significant newly issued accounting pronouncements are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption.
Note 3. Prepaid Expenses and Deposits
The following summarizes the Company's prepaid expenses and deposits outstanding as at December 31, 2022 and 2021:
Schedule of prepaid expenses | ||||||||
2022 | 2021 | |||||||
Rental deposit | $ | $ | ||||||
Deposit on February 11, 2022 shareholder meeting | ||||||||
Total Prepaid Expenses and Deposits | $ | $ |
F-13 |
PROTOKINETIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2022
Note 4. Intangible Assets
Intangible asset transactions are summarized as follows:
Intangible asset transactions | ||||||||||||
Patent Rights | Patent Application Rights | Total | ||||||||||
Cost | ||||||||||||
Balance, December 31, 2020 | $ | $ | $ | |||||||||
Additions | ||||||||||||
Balance, December 31, 2021 | $ | $ | $ | |||||||||
Additions | ||||||||||||
Balance, December 31, 2022 | $ | $ | $ | |||||||||
Accumulated amortization | ||||||||||||
Balance, December 31, 2020 | $ | $ | $ | |||||||||
Amortization | ||||||||||||
Balance, December 31, 2021 | $ | $ | $ | |||||||||
Amortization | ||||||||||||
Balance, December 31, 2022 | $ | $ | $ | |||||||||
Net carrying amounts | ||||||||||||
December 31, 2021 | $ | $ | $ | |||||||||
December 31, 2022 | $ | $ | $ |
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 $
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 $
F-14 |
PROTOKINETIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2022
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 $
The Company amortizes patents and licenses that have
been filed over their useful lives which range between
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 December 31, 2022, there are
options granted and outstanding under the 2017 Plan.
F-15 |
PROTOKINETIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2022
Note 5. Stock Options (cont'd)
Stock option transactions are summarized as follows:
Number of Stock Options | Weighted Average Exercise Price | Weighted Average Remaining Life | ||||||||||
$ | (Years) | |||||||||||
Outstanding, December 31, 2020 | ||||||||||||
Options cancelled | ( | ) | ||||||||||
Options exercised | ( | ) | ||||||||||
Options granted | ||||||||||||
Outstanding, December 31, 2021 |
Number of Stock Options | Weighted Average Exercise Price | Weighted Average Remaining Life | ||||||||||
$ | (Years) | |||||||||||
Outstanding, December 31, 2021 | ||||||||||||
Options cancelled | ( | ) | ||||||||||
Options expired | ( | ) | ||||||||||
Options granted | ||||||||||||
Outstanding, December 31, 2022 |
During the year ended December 31, 2022, the Company granted the following stock options:
On March 15, 2022,
options for shares of common stock exercisable at $0.06 per share, expiring March 14, 2030. These were cancelled On December 7, 2022 and reissued exercisable at $ , expiring .
On December 7, 2022 ,
options for shares of common stock exercisable between $ and $ per share, with various expiration dates were cancelled and reissued exercisable at $ expiring .
Total share-based compensation for the
stock options granted (2021 - ) and vested during the year ended December 31, 2022 was $ (2021 - $ ). The fair values of the stock options granted were estimated using the Black-Scholes Option Pricing Model, based on the following weighted average assumptions:
Schedule of valuation assumptions for options | ||||||||
December 31, 2022 | December 31, 2021 | |||||||
Risk-free interest rate | % | % | ||||||
Dividend yield | % | % | ||||||
Expected stock price volatility | % | % | ||||||
Expected forfeiture rate | % | % | ||||||
Expected life | years | years |
The weighted-average fair value of the stock options granted during the year ended December 31, 2022 was $
(December 31, 2021 - $ )
F-16 |
PROTOKINETIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2022
Note 5. Stock Options (cont'd)
The following non-qualified stock options were outstanding and exercisable at December 31, 2022:
Schedule of options by exercise price | ||||||||||||
Expiry date | Exercise Price | Number of Options Outstanding | Number of Options Exercisable | |||||||||
$ | ||||||||||||
October 26, 2026 | ||||||||||||
November 27, 2026 | ||||||||||||
December 6, 2028 | ||||||||||||
As at December 31, 2022, the aggregate intrinsic value of the Company's stock options is $Nil .
F-17 |
PROTOKINETIX , INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2022
Note 6. Warrants
Warrant transactions are summarized as follows:
Number of Warrants | Weighted Average Exercise Price | |||||||
$ | ||||||||
Outstanding, December 31, 2020 | ||||||||
Warrants granted | ||||||||
Warrants exercised | ( | ) | ||||||
Outstanding, December 31, 2021 | ||||||||
Warrants granted | ||||||||
Warrants expired | ( | ) | ||||||
Warrants cancelled | ( | ) | ||||||
Outstanding, December 31, 2022 |
The following warrants were outstanding and exercisable as at December 31, 2022:
Schedule of outstanding and exercisable | ||||||||
Number of Warrants | Exercise Price | Expiry Date | ||||||
$ | ||||||||
In March,
2022 the Company issued
Total share-based compensation for the reissued warrants during the year ended December 31, 2022, was $115,537.
The fair values of the reissued warrants were estimated using the Black-Scholes Option Pricing Model, based on the following weighted average assumptions:
December 31, 2022 | ||||
Risk-free interest rate | % | |||
Dividend yield | % | |||
Expected stock price volatility | % | |||
Expected forfeiture rate | % | |||
Expected life | years |
The weighted-average fair value of the warrants granted during the year ended December 31, 2022 was $ (December 31, 2021 - $nil)
F-18 |
PROTOKINETIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2022
Note 7. Stockholders' Equity
The Company is authorized to issue
During the year ended December 2022, the Company:
a) | Issued | |
b) | Issued | |
c) | Issued | |
d) | Issued | |
e) | Issued |
During the year ended December 2021, the Company:
a) | Issued |
b) | Issued |
c) | Issued |
d) | Issued |
e) | Issued shares of common stock to the Company’s CFO pursuant to a cashless exercise of stock options. | |
f) | Issued | |
g | Issued | |
h) | Extended exercise date for warrants to purchase | |
i) | Extended exercise date for warrants to purchase |
F-19 |
PROTOKINETIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2022
Note 8. Related Party Transactions and Balances
During the years ended December 31, 2022 and 2021, 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 $
b) On December 7, 2022, the Company cancelled
and concurrently replaced
c) On December 7, 2022, the Company cancelled
and concurrently replaced
d) On March 15, 2022, the Company granted
e) On March 15, 2022, the Company granted
f) The Company recognized $
(2021 - $ ) in share-based compensation during the year associated with stock options granted to key management personnel.g) The Company recognized $
As at December 31, 2022 and December 31, 2021, there were $nil balances owing to related parties.
F-20 |
PROTOKINETIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2022
Note 9. Commitments and Contingency
Commitments
As at December 31, 2022, 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 $
b) Entered into a consulting agreement effective
April 1, 2019, whereby the Company would pay the consultant $
Contingency
The Company was delinquent in filing certain income tax returns with the U.S. Internal Revenue Service and reports disclosing its interest in foreign bank accounts on form TDF 90-22.1, "Report of Foreign Bank and Financial Accounts" ("FBARs"). In September 2015, the Company filed the delinquent income tax returns and has sought waivers of any penalties under the IRS Offshore Voluntary Disclosure Program for late filing of the returns and FBARs. Under the program, the IRS has indicated that it will not impose a penalty for the failure to file delinquent income tax returns if there are no under reported tax liabilities. On November 30, 2017, the Company received a letter from the IRS concluding their review of the Company's tax returns under the program and accepting the returns as filed. No penalties have been assessed by the IRS to date, and management does not believe that the Company will incur any penalties relating to the tax years submitted under the program.
F-21 |
PROTOKINETIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2022
Note 10. Income Taxes
As a Nevada corporation, the Company is liable for taxes in the United States. As of December 31, 2022, the Company did not have any income for tax purposes and therefore, no tax liability or expense has been recorded in these financial statements (December 31, 2021 – nil).
A reconciliation of income taxes at statutory rates with the reported taxes is as follows:
Schedule of Effective Income Tax Reconciliation | ||||||||
2022 |
2021 | |||||||
Net loss for the year | $ | ( | ) | $ | ( | ) | ||
Expected income tax recovery | $ | ( | ) | $ | ( | ) | ||
Non-deductible expenses | $ | $ | ||||||
Adjustment to prior years provision versus statutory tax returns | $ | $ | ||||||
Change in valuation allowance | $ | |||||||
Total income tax expense (recovery) | $ | $ |
The Company’s deferred tax assets that have not been recognized are as follows:
| ||||||||
Schedule of Deferred Tax Assets | ||||||||
Tax benefit of net operating loss carry forward | $ | $ | ||||||
Valuation allowance | $ | ( | ) | $ | ( | ) | ||
$ | $ |
The Company has net operation
loss carryforwards of approximately $
The deferred tax asset associated
with the tax loss carry forward is approximately $
Note 11. Subsequent Events
Subsequent to the year ended December 31, 2022, the Company:
a) | Issued | |
F-22 |
Exhibit 4.4
WARRANT AGREEMENT
Neither THE WARRANT, NOR THE SHARES UNDERLYING THE WARRANT, GRANTED HEREUNDER TO WHICH THIS WARRANT AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE securities act of 1933, as amended (the “1933 Act”) OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
________________________
The “Holder”
PROTOKINETIX, INCORPORATED
COMMON STOCK PURCHASE WARRANT
1.Issuance; Certain Definitions. In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by PROTOKINETIX, INCORPORATED, a Nevada corporation (the “Company”), the Holder named above or registered and permitted assigns (collectively the “Holder”) is hereby granted the right to purchase at any time until 5:00 P.M., Mountain time, on December 12, 2028 (the “Expiration Date”), six million (6,000,000) fully paid and non-assessable shares of the Company’s Common Stock, $0.0000053 par value per share (the “Common Stock”), at an initial exercise price of $0.028 per share (the “Exercise Price”), subject to further adjustment as set forth herein.
2.Exercise of Warrants. This Warrant is exercisable in whole or in part at any time and from time to time prior to the Expiration Date. Such exercise shall be effectuated by submitting to the Company (either by delivery to the Company or by facsimile transmission as provided in Section 8 hereof) a completed and duly executed Notice of Exercise (substantially in the form attached to this Warrant) as provided in this paragraph. The date such Notice of Exercise is faxed or delivered to the Company shall be the “Exercise Date,” provided that the Holder of this Warrant tenders this Warrant to the Company within five business days thereafter. If the Holder elects to exercise only a portion of his Warrant, the Company shall issue to the Holder a new Warrant representing the remaining unexercised Warrants.
(a)The Notice of Exercise shall be executed by the Holder of this Warrant and shall indicate the number of shares then being purchased pursuant to such exercise. Upon surrender of this Warrant, together with appropriate payment of the Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased within ten days.
(b)The Holder has the option of paying the Exercise Price per share of Common Stock for the shares then being exercised either in cash or by certified or official bank check.
3.Reservation of Shares. The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance upon exercise of this Warrant (the “Warrant Shares”).
4.Mutilation or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.
1 |
5.Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity. The rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.
6.Protection Against Dilution and Other Adjustments.
(a)Adjustment Mechanism. If an adjustment of the Exercise Price is required pursuant to Section 6(b), the Holder shall be entitled to purchase such number of additional shares of Common Stock as will cause (i) the total number of shares of Common Stock that the Holder is entitled to purchase pursuant to this Warrant, multiplied by (ii) the adjusted Exercise Price per share, to equal (iii) the dollar amount of the total number of shares of Common Stock that the Holder is entitled to purchase before adjustment multiplied by the total Exercise Price before adjustment.
(b)Capital Adjustments. In case of any stock split or reverse stock split, stock dividend, extraordinary dividend of cash or other assets, reclassification of the Common Stock, recapitalization, merger or consolidation, sale of assets or like capital adjustment affecting the Common Stock of the Company, the provisions of this Section 6 shall be applied as if such capital adjustment event had occurred immediately prior to the date of this Warrant and the original Exercise Price had been fairly allocated to the stock resulting from such capital adjustment. A rights offering to stockholders shall be deemed a stock dividend to the extent of the bargain purchase element of the rights.
(c) No Adjustment for Spin Off, Merger, or Other Events. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of substantially all of its business or operations or disposes of all or of a part of its assets in a transaction, merges with another entity the result of which the Company has been acquired by such other entity (not including a merger simply for the purpose of reincorporation), or engages in another transaction, the result of which the Common Stock is no longer registered under the Securities Exchange Act of 1934, the holder of this Warrant will be entitled to no other consideration upon the completion of such transaction; provided that the Warrant will for all purposes will be assumed by the surviving entity of such transaction and will remain outstanding and an obligation of such surviving entity. In the event of such a transaction, the Company shall give the Holder not less than 30 days’ notice of the Company’s intention to complete such transaction, and the Holder may elect whether to exercise this Warrant during that period.
7.Representations and Warranties of the Holder.
(a)Holder has received and reviewed such information about the Company’s business and proposed business, assets, financial condition, management, risks relating to the Company and the business and proposed business in which the Company conducts its operations, and such other information regarding the acquisition of the Warrant as Holder has (in consultation with such advisors as Holder has deemed appropriate) determined to be necessary or appropriate in the circumstances; and further acknowledges that Holder or its representatives have been afforded the opportunity to ask such questions as Holder or its representatives have deemed necessary.
(b)Holder acknowledges that it has had the opportunity to consult with its legal, financial, accounting, tax, and investment advisers regarding Holder’s personal circumstances and the advisability of Holder’s proposed receipt of the Warrant to the extent that Holder has determined such consultation to be appropriate.
(c)Holder has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Warrant and the shares underlying the Warrant, having been represented by advisors to the extent it deemed appropriate, and has so evaluated the merits and risks of such investment and is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment.
(d)Holder acknowledges that the Warrant nor any of the shares underlying the Warrant have been registered under the Securities Act of 1933, as amended (the “1933 Act”), or under any state securities or “blue sky” laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act and, if Holder is not a U.S. Person, the Company will rely on Rule 903 of Regulation S as an exemption from registration under the 1933 Act for the issuance of the Warrant and the shares underlying the Warrant.
2 |
(e)If the Holder is not a U.S. Person, Holder is outside the United States when receiving and executing this Warrant Agreement and Holder is resident in the jurisdiction set out beneath the Holder’s signature to this Warrant Agreement.
(f)Holder has not acquired the Warrant as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of the Warrant or any shares underlying the Warrant which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Warrant or the shares underlying the Warrant.
(g)If Holder is not a U.S. Person, Holder acknowledges and agrees that the Warrant and the shares underlying the Warrant may not be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the expiration of a period of one year after the Date of Grant.
(h)If Holder is not a U.S. Person, Holder is not acquiring the Warrant for the account or benefit of, directly or indirectly, any U.S. Person.
(i)Holder is acquiring the Warrant as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Warrant.
(j)Holder agrees to resell the shares underlying the Warrant only in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, pursuant to an available exemption from registration, in accordance with applicable state or provincial securities laws, in accordance with securities laws of the International Jurisdiction (as defined below), and the Company has received an opinion of legal counsel or other evidence reasonably satisfactory to the Company that an exemption is available for such sale.
(k)Holder agrees not to engage in hedging transactions with regard to such securities unless in compliance with the 1933 Act.
(l)The Company will refuse to register any transfer of the Warrant or any shares underlying the Warrant not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act.
(m)If Holder is not a U.S. Person, Holder acknowledges that the statutory and regulatory basis for the exemption claimed for the grant of the Warrant, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act.
(n)Neither the Warrant nor the shares underlying the Warrant are listed on any stock exchange and no representation has been made to the Holder that that the Warrant nor the shares underlying the Warrant will become listed on any stock exchange.
(o)Holder is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which Holder is resident (the “International Jurisdiction”) which would apply to the acquisition of the Warrant.
(p)Holder is receiving the Warrant pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, Holder is permitted to receive the Shares under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions.
3 |
(q)Holder is not aware of any advertisement of the Warrant or any of the shares underlying the Warrant and is not acquiring the Warrant as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.
8.Restricted Securities.
(a)The Holder understands that neither the Warrant nor the shares of Common Stock subject thereto and issuable upon the exercise thereof are registered under the 1933 Act, as amended, and the Company has not made any undertaking to register either the Warrant or the shares of Common Stock issuable upon exercise thereof under the 1933 Act except as hereinafter expressly provided. The Holder represents that the Warrant is being acquired by it and that, if at the time of Warrant exercise there is no effective registration statement, the Warrant may only be exercised to the extent an exemption from registration under federal and applicable state law exists for such exercise, and in such event the shares of Common Stock underlying the Warrant will be acquired by it for investment purposes and all certificates for the shares issued upon exercise of the Warrant will bear the following legends:
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SEcurities act of 1933, as amended (the “1933 Act”), OR ANY U.S. STATE SECURITIES LAWS AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 of the 1933 ACt, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, the availability of which is to be established by an opinion of legal counsel or other evidence reasonably satisfactory to the Company that an exemption is available for such sale AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE 1933 ACT”.
(b)If there is no registration statement effective with respect to the shares underlying this Warrant at the time the Holder elects to exercise this Warrant, the Holder acknowledges and agrees that it will not be permitted to exercise this Warrant unless the Holder executes a subscription agreement satisfactory to the Company including the following representations and warranties, all of the representation and warranties set forth in Section 9 of this Warrant Agreement, together with such other representations and warranties to establish facts as the Company may deem necessary or appropriate at the time to comply with applicable securities laws:
(i) An investment in the Company constitutes a high degree of risk, and there can be no assurance that the Holder will receive any portion of its investment returned to it at any time. By executing this understanding, the Holder acknowledges that it understands the risks involved and it is willing and able to withstand the possible complete loss of the Holder’s investment;
(ii) The Holder understands that the future conduct of the Company’s business is dependent upon a number of factors and there is no assurance that the Company will be able to conduct its operations as contemplated in this Warrant Agreement or in any other information given to the Holder;
4 |
(iii) The Holder acknowledges that it has received and reviewed such information regarding the Company, its management, its assets, financial condition, and operations, as the Holder has deemed necessary or appropriate for the purposes of considering the exercise of this Warrant. Specifically, and without limitation of the generality of the foregoing, the Holder acknowledges that it has reviewed the Company’s most recent annual report as filed with the Securities and Exchange Commission and the reports filed subsequently. The Holder further represents that it has reviewed this information regarding the Company, the subscription agreement including these representations and warranties, and other information relating to the Company, its management, its financial statements, its assets and operations as the Holder has deemed necessary with its legal, investment, tax, and financial advisors to the extent the Holder has deemed such consultation appropriate. The Holder has also consulted with such advisors with regard to the advisability of this transaction to the extent the Holder has deemed such consultation to be appropriate. The Holder acknowledges that the Company has advised it that it recommends that the Holder obtain such advice and consultation.
(iv) The Holder is acquiring the securities upon exercise of the Warrant for its own account and not on behalf of any other person or entity. The securities are being acquired for investment purposes and not for resale or distribution; the Holder understands that there are severe limitations on its ability to resell the securities issuable upon exercise of the Warrant, and that these limitations are established in part in federal and applicable state laws regulating the offer and sale of securities. The Holder understands that neither the Company nor any other person has any obligation to redeem or repurchase the shares at any time. The Holder’s present financial condition is such that it is unlikely that it would be necessary for the Holder to dispose of the securities which underlie the Warrant in the foreseeable future.
(v) The Holder represents that no part of the funds that the Holder used to exercise the Warrant will have been directly or indirectly derived from, or related to, any activity that may contravene federal, state, or international laws and regulations, including anti-money laundering laws and regulation including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA Patriot Act) and regulations of the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). The Holder represents that it and its affiliates are not acting directly or indirectly for or on behalf of any person, group, entity, or nation named by any Executive Order of the U.S. as a terrorist, Specially Designated National and Blocked Person (SDN) or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by OFAC. The Holder further represents that it and its affiliates also are not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of any SDN.
9.Exercise and Transfer to Comply with the Securities Act of 1933; Registration Rights. This Warrant has not been registered under the Securities Act of 1933, as amended, (the “1933 Act”) and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the Warrant Shares. This Warrant may not be exercised, and neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the 1933 Act relating to such transaction or an opinion of counsel or other evidence reasonably satisfactory to the Company that registration is not required under the 1933 Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7.
10.Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage pre-paid. Any such notice shall be deemed given when so delivered personally, telegraphed, telexed or sent by facsimile transmission, or, if mailed, two days after the date of deposit in the United States mails, as follows:
5 |
(i)if to the Company, to:
ProtoKinetix, Incorporated
412 Mulberry Street
Marietta, OH 45750
Attn: President
Telephone No.: (304) 299-5070
(ii) if to the Holder, to the address included in the Company’s records.
Any party may be given notice in accordance with this Section 10 if any of the parties designates another address or person for receipt of notices hereunder.
11.Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.
12.Dispute Resolution and Venue.
(a) All disputes arising out of or relating to this Option Agreement and all actions to enforce this Option Agreement shall be adjudicated in the state courts of West Virginia or the federal courts sitting in Clarksburg, West Virginia. The parties hereto irrevocably submit to the jurisdiction of such courts in any suit, action or proceeding relating to any such dispute. So far as is permitted under applicable law, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process or as permitted by law, shall be necessary in order to confer jurisdiction upon the undersigned in any such court.
(b) This Warrant is made under, shall be construed in accordance with, and shall be governed by the laws of the State of Colorado without regard to conflicts of laws principles.
13.Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
14.Descriptive Headings. Descriptive headings of the several Sections of this Warrant are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Warrant on December 13, 2022.
PROTOKINETIX, INCORPORATED
By: ____________________________
Clarence E. Smith, President & CEO
NOTICE OF EXERCISE OF WARRANT
The undersigned hereby irrevocably elects to exercise the right, represented by the Warrant Agreement dated as of December 13, 2022 to purchase _________________ shares of the Common Stock of ProtoKinetix, Incorporated at an exercise price of $_________ per share, and tenders herewith payment in accordance with said Warrant Agreement.
______ CASH:$ = (Exercise Price x Exercise Shares)
Payment is being made by:
_ enclosed check
_ wire transfer
I understand that I may only exercise this Warrant if there is a registration statement relating to the exercise of this Warrant that is effective under federal, applicable state law and applicable non-U.S. law, or alternatively, if there is an exemption from registration available under federal, applicable state law, and applicable non-U.S. law (which exemption must be established to the satisfaction of ProtoKinetix, Incorporated).
I understand that ProtoKinetix, Incorporated may require that I provide it information regarding my financial status, state of residence, and other information necessary to determine whether the exercise is subject to an effective registration statement or to determine whether an applicable exemption is available. To the extent required by the Company to establish an exemption from registration, I will provide the Company information as to my status as an accredited investor and execute a subscription agreement in the form requested by the Company provided that form is reasonably consistent with industry custom and practice. Alternatively, I understand that I may deliver a legal opinion regarding the availability of an exemption from such registration, which legal opinion must be acceptable to ProtoKinetix, Incorporated in its reasonable discretion.
I understand that ProtoKinetix, Incorporated will issue the shares subject to this exercise in electronic form only and I will not receive a physical stock certificate.
Signed:________________________
Date:__________________
Protokinetx, Incorporated
Subscription AGREEMENT
THE SECURITIES BEING ACQUIRED BY THE UNDERSIGNED HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR ANY OTHER LAWS AND ARE OFFERED UNDER EXEMPTIONS FROM THE REGISTRATION PROVISIONS OF SUCH LAWS. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER CONTAINED IN THIS SUBSCRIPTION AGREEMENT AND APPLICABLE SECURITIES LAWS.
This Subscription Agreement is entered for the purpose of the undersigned acquiring _____________ shares of the $0.0000053 par value common stock (the “Securities”) of ProtoKinetix, Incorporated, a Nevada corporation (the “Company”), from the Company upon exercise of the warrant granted pursuant to the Warrant Agreement (the “Warrant Agreement”) between the undersigned and the Company, dated December 13, 2022. All capitalized terms not otherwise defined herein shall be as defined in the Warrant Agreement.
It is understood that no grant of warrants at a time when no registration statement relating thereto is effective under the U.S. Securities Act of 1933, as amended (the “1933 Act”) can be completed until the undersigned executes this Subscription Agreement and delivers it to the Company, and that such grant or exercise is effective only in accordance with the terms of the Warrant Agreement and this Subscription Agreement.
In connection with the undersigned’s acquisition of the Securities, the undersigned represents and warrants to the Company as follows:
1.The undersigned has been provided with, and has reviewed the Warrant Agreement, and such other information as the undersigned may have requested of the Company regarding its business, operations, management, and financial condition (all of which is referred to herein as the “Available Information”).
2.The Company has given the undersigned the opportunity to ask questions of and to receive answers from persons acting on the Company’s behalf concerning the terms and conditions of this transaction and the opportunity to obtain any additional information regarding the Company, its business and financial condition or to verify the accuracy of the Available Information which the Company possesses or can acquire without unreasonable effort or expense.
3.The Securities are being acquired by the undersigned for the undersigned’s own account and not on behalf of any other person or entity.
4.The undersigned understands that the Securities being acquired hereby have not been registered under the 1933 Act or any state or foreign securities laws, and are, and unless registered will continue to be, restricted securities within the meaning of Rule 144 under the 1933 Act and the rules and regulations promulgated thereunder and other statutes, and the undersigned consents to the placement of appropriate restrictive legends on any certificates evidencing the Securities and any certificates issued in replacement or exchange therefor and acknowledges that the Company will cause its stock transfer records to note such restrictions.
5.All representations made by the Holder in the Warrant Agreement are true, accurate, and in full force and effect as of the date set forth below.
6.By the undersigned’s execution below, it is acknowledged and understood that the Company is relying upon the accuracy and completeness hereof in complying with certain obligations under applicable securities laws.
7.This Subscription Agreement binds and inures to the benefit of the representatives, successors and permitted assigns of the respective parties hereto.
8.The undersigned acknowledges that the grant of any warrants and the issuance and delivery of shares of Common Stock pursuant thereto shall be subject to the prior reasonable approval by the Company’s counsel of all legal matters in connection therewith, including compliance with the requirements of the 1933 Act and other applicable securities laws, the rules and regulations thereunder, and the requirements of any national securities exchange(s) upon which the Common Stock then may be listed.
9. The undersigned acknowledges understands that the shares of Common Stock to be issued hereunder are being issued under an exemption from the prospectus requirements in British Columbia and will be subject to a restrictive legend and certain restrictions on resale in accordance with the requirements of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets, as further described in the Option Agreement.
10. The Warrant Agreement is incorporated herein by reference. In the event that any provision in this Subscription Agreement conflicts with ANY provision in the Warrant Agreement, the provisions of the Warrant Agreement shall govern.
Date: ______________, ______
______________________________
Signature of Recipient
Tax ID Number: __________________
Address: _______________________
______________________________
Exhibit 4.5
WARRANT AGREEMENT
Neither THE WARRANT, NOR THE SHARES UNDERLYING THE WARRANT, GRANTED HEREUNDER TO WHICH THIS WARRANT AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE securities act of 1933, as amended (the “1933 Act”) AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
NOTICE IS HEREBY GIVEN THAT THIS WARRANT WAS ISSUED BY THE COMPANY AS PART OF AN “INVESTMENT UNIT” CONSISTING OF THE WARRANT AND SHARES OF THE COMPANY’S COMMON STOCK, THAT THE WARRANT IS NON-DETACHABLE FROM SUCH SHARES OF COMMON STOCK AND THEREFORE THE WARRANT MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED EXCEPT IN CONJUNCTION WITH A SIMULTANEOUS TRANSFER, SALE, ASSIGNMENT OR HYPOTHECATION OF THE SHARES OF COMMON STOCK TO WHICH THE WARRANT IS ATTACHED. ANY OTHER TRANSFER SHALL BE DEEMED BY THE COMPANY TO BE NULL AND VOID.
Warrant No. 2022-___ |
____________________ The “Holder” |
PROTOKINETIX, INCORPORATED
COMMON STOCK PURCHASE WARRANT
1. Issuance; Certain Definitions. In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by PROTOKINETIX, INCORPORATED, a Nevada corporation (the “Company”), the Holder named above or registered and permitted assigns (collectively the “Holder”) is hereby granted the right to purchase at any time until 5:00 P.M., Eastern time, on March 14, 2024 (the “Expiration Date”), up to ________________ (_____________) fully paid and non-assessable shares of the Company’s Common Stock, US $0.0000053 par value per share (the “Common Stock”), at an exercise price of US $0.05 per share (the “Exercise Price”), subject to further adjustment as set forth herein.
2. Exercise of Warrants. This Warrant is exercisable in whole or in part at any time and from time to time prior to the Expiration Date. Such exercise shall be effectuated by submitting to the Company (as provided in Section 10 hereof) a completed and duly executed Notice of Exercise (substantially in the form attached to this Warrant) as provided in this paragraph. The date such Notice of Exercise is faxed or delivered to the Company shall be the “Exercise Date,” provided that the Holder of this Warrant tenders this Warrant to the Company within five business days thereafter. If the Holder elects to exercise only a portion of his Warrant, the Company shall issue to the Holder a new Warrant representing the remaining unexercised Warrants.
(a) The Notice of Exercise shall be executed by the Holder of this Warrant and shall indicate the number of Warrant Shares then being purchased pursuant to such exercise. Upon surrender of this Warrant, together with appropriate payment of the Exercise Price for the Warrant Shares purchased, the Holder shall be entitled to receive a certificate or certificates for the Warrant Shares so purchased within ten days.
(b) The Holder has the option of paying the Exercise Price per share of Common Stock for the Warrant Shares then being exercised either in cash or by certified or official bank check.
1 |
(c) At the option of the Company, the Company may require the Holder to exercise the Warrant, in full or partially, provided that the average closing bid price of the Company’s Common Stock as reported by OTC Markets shall have been equal to or greater than $0.25 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) for a period of three (3) consecutive trading days ending on the date preceding the date on which the Holder receives a notice from the Company in which it announces its intention to require the exercise of the Warrants. Upon Holder receipt of said notice, the Holder shall have thirty (30) calendar days to submit to the Company a completed Form of Subscription, together with a check or wire for full payment in accordance with the provisions of this Warrant. If the Company does not receive payment within said time period, this Warrant shall expire immediately and the Holder shall have no further rights hereunder.
3. Reservation of Shares. The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance upon exercise of this Warrant (the “Warrant Shares”).
4. Mutilation or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.
5. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity. The rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.
6. Protection Against Dilution and Other Adjustments.
(a) Adjustment Mechanism. If an adjustment of the Exercise Price is required pursuant to Section 6(b), the Holder shall be entitled to purchase such number of additional shares of Common Stock as will cause (i) the total number of Warrant Shares that the Holder is entitled to purchase pursuant to this Warrant, multiplied by (ii) the adjusted Exercise Price per share, to equal (iii) the dollar amount of the total number of Warrant Shares that the Holder is entitled to purchase before adjustment multiplied by the total Exercise Price before adjustment.
(b) Capital Adjustments. In case of any stock split or reverse stock split, stock dividend, extraordinary dividend of cash or other assets, reclassification of the Common Stock, recapitalization, merger or consolidation, sale of assets or like capital adjustment affecting the Common Stock of the Company, the provisions of this Section 6 shall be applied as if such capital adjustment event had occurred immediately prior to the date of this Warrant and the original Exercise Price had been fairly allocated to the stock resulting from such capital adjustment. A rights offering to stockholders shall be deemed a stock dividend to the extent of the bargain purchase element of the rights.
(c) No Adjustment for Spin Off, Merger, or Other Events. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of substantially all of its business or operations or disposes of all or of a part of its assets in a transaction, merges with another entity the result of which the Company has been acquired by such other entity (not including a merger simply for the purpose of reincorporation), or engages in another transaction, the result of which the Common Stock is no longer registered under the Securities Exchange Act of 1934, the holder of this Warrant will be entitled to no other consideration upon the completion of such transaction; provided that the Warrant will for all purposes will be assumed by the surviving entity of such transaction and will remain outstanding and an obligation of such surviving entity. In the event of such a transaction, the Company shall give the Holder not less than 30 days’ notice of the Company’s intention to complete such transaction, and the Holder may elect whether to exercise this Warrant during that period.
2 |
7. Representations and Warranties of the Holder.
(a) Holder has received and reviewed such information about the Company’s business and proposed business, assets, financial condition, management, risks relating to the Company and the business and proposed business in which the Company conducts its operations, and such other information regarding the acquisition of the Warrant as Holder has (in consultation with such advisors as Holder has deemed appropriate) determined to be necessary or appropriate in the circumstances; and further acknowledges that Holder or its representatives have been afforded the opportunity to ask such questions as Holder or its representatives have deemed necessary.
(b) Holder acknowledges that it has had the opportunity to consult with its legal, financial, accounting, tax, and investment advisers regarding Holder’s personal circumstances and the advisability of Holder’s proposed receipt of the Warrant to the extent that Holder has determined such consultation to be appropriate.
(c) Holder has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Warrant and the Warrant Shares, having been represented by advisors to the extent it deemed appropriate, and has so evaluated the merits and risks of such investment and is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment.
(d) Holder acknowledges that neither the Warrant nor any of the Warrant Shares have been registered under the Securities Act of 1933, as amended (the “1933 Act”), or under any state securities or “blue sky” laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act and, if Holder is not a U.S. Person, the Company will rely on Rule 903 of Regulation S as an exemption from registration under the 1933 Act for the issuance of the Warrant and the Warrant Shares.
(e) If the Holder is not a U.S. Person, Holder is outside the United States when receiving and executing this Warrant Agreement and Holder is resident in the jurisdiction set out beneath the Holder’s signature to this Warrant Agreement.
(f) Holder has not acquired the Warrant as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of the Warrant or the Warrant Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Warrant or the Warrant Shares.
(g) If Holder is not a U.S. Person, Holder acknowledges and agrees that the Warrant and the Warrant Shares may not be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the expiration of a period of one year after the Date of Grant.
(h) If Holder is not a U.S. Person, Holder is not acquiring the Warrant for the account or benefit of, directly or indirectly, any U.S. Person.
3 |
(i) Holder is acquiring the Warrant as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Warrant.
(j) Holder agrees to resell the Warrant Shares only in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, pursuant to an available exemption from registration, in accordance with applicable state or provincial securities laws, in accordance with securities laws of the International Jurisdiction (as defined below), and the Company has received an opinion of legal counsel or other evidence reasonably satisfactory to the Company that an exemption is available for such sale.
(k) Holder agrees not to engage in hedging transactions with regard to such securities unless in compliance with the 1933 Act.
(l) The Company will refuse to register any transfer of the Warrant or the Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act.
(m) If Holder is not a U.S. Person, Holder acknowledges that the statutory and regulatory basis for the exemption claimed for the grant of the Warrant, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act.
(n) Neither the Warrant nor the Warrant Shares are listed on any stock exchange and no representation has been made to the Holder that that the Warrant or the shares underlying the Warrant will become listed on any stock exchange.
(o) Holder is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which Holder is resident (the “International Jurisdiction”) which would apply to the acquisition, exercise and disposition of the Warrant and the Warrant Shares.
(p) Holder is receiving the Warrant pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, Holder is permitted to receive the Warrant under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions.
(q) Holder is not aware of any advertisement of the Warrant or the Warrant Shares and is not acquiring the Warrant as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.
(r) The Warrant is being granted under an exemption from the prospectus requirements in Canada and certain restrictions may apply to the resale of the Warrant and the Warrant Shares in or from a jurisdiction of Canada.
4 |
8. Restricted Securities.
(a) The Holder understands that neither the Warrant nor the Warrant Shares are registered under the 1933 Act, as amended, and the Company has not made any undertaking to register either the Warrant or the Warrant Shares under the 1933 Act except as hereinafter expressly provided. The Holder represents that the Warrant is being acquired by it and that, if at the time of Warrant exercise there is no effective registration statement, the Warrant may only be exercised to the extent an exemption from registration under federal and applicable state law exists for such exercise, and in such event the Warrant Shares will be acquired by it for investment purposes and all certificates for the shares issued upon exercise of the Warrant will bear the following legends:
“NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SEcurities act of 1933, as amended (the “1933 Act”) AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 of the 1933 ACt, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, the availability of which is to be established by an opinion of legal counsel or other evidence reasonably satisfactory to the Company that an exemption is available for such sale AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
[For Canadian residents:]
“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [FOUR MONTHS PLUS ONE DAY] FROM THE CLOSING DATE”
(b) If there is no registration statement effective with respect to the Warrant Shares at the time the Holder elects to exercise this Warrant, the Holder acknowledges and agrees that it will not be permitted to exercise this Warrant unless the Holder executes a subscription agreement satisfactory to the Company including all of the representation and warranties set forth in this Warrant Agreement, together with such other representations and warranties to establish facts as the Company may deem necessary or appropriate at the time to comply with applicable securities laws:
(i) An investment in the Company constitutes a high degree of risk, and there can be no assurance that the Holder will receive any portion of its investment returned to it at any time. By executing this understanding, the Holder acknowledges that it understands the risks involved and it is willing and able to withstand the possible complete loss of the Holder’s investment;
(ii) The Holder understands that the future conduct of the Company’s business is dependent upon a number of factors and there is no assurance that the Company will be able to conduct its operations as contemplated in this Warrant Agreement or in any other information given to the Holder;
(iii) The Holder acknowledges that it has received and reviewed such information regarding the Company, its management, its assets, financial condition, and operations, as the Holder has deemed necessary or appropriate for the purposes of considering the exercise of this Warrant. Specifically, and without limitation of the generality of the foregoing, the Holder acknowledges that it has reviewed the Company’s most recent annual report as filed with the Securities and Exchange Commission and the reports filed subsequently. The Holder further represents that it has reviewed this information regarding the Company, the subscription agreement including these representations and warranties, and other information relating to the Company, its management, its financial statements, its assets and operations as the Holder has deemed necessary with its legal, investment, tax, and financial advisors to the extent the Holder has deemed such consultation appropriate. The Holder has also consulted with such advisors with regard to the advisability of this transaction to the extent the Holder has deemed such consultation to be appropriate. The Holder acknowledges that the Company has advised it that it recommends that the Holder obtain such advice and consultation.
5 |
(iv) The Holder is acquiring the securities upon exercise of the Warrant for its own account and not on behalf of any other person or entity. The securities are being acquired for investment purposes and not for resale or distribution; the Holder understands that there are severe limitations on its ability to resell the Warrant Shares, and that these limitations are established in part in federal and applicable state laws regulating the offer and sale of securities. The Holder understands that neither the Company nor any other person has any obligation to redeem or repurchase the Warrant Shares at any time. The Holder’s present financial condition is such that it is unlikely that it would be necessary for the Holder to dispose of the Warrant Shares in the foreseeable future.
(v) The Holder represents that no part of the funds that the Holder used to exercise the Warrant will have been directly or indirectly derived from, or related to, any activity that may contravene federal, state, or international laws and regulations, including anti-money laundering laws and regulation including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA Patriot Act) and regulations of the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). The Holder represents that it and its affiliates are not acting directly or indirectly for or on behalf of any person, group, entity, or nation named by any Executive Order of the U.S. as a terrorist, Specially Designated National and Blocked Person (SDN) or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by OFAC. The Holder further represents that it and its affiliates also are not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of any SDN.
9. Exercise and Transfer Restrictions
(a) This Warrant has not been registered under the 1933 Act and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the Warrant Shares. This Warrant may not be exercised, and neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the 1933 Act relating to such transaction or an opinion of counsel or other evidence reasonably satisfactory to the Company that registration is not required under the 1933 Act. Each certificate for the Warrant and the Warrant Shares shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 9.
(b) This Warrant was issued as part of certain “investment units” consisting of the Warrants and shares of Common Stock. The Warrants are non-detachable from the shares of Common Stock forming the other part of the investment units and may not be sold, transferred or hypothecated except in conjunction a simultaneous transfer of the shares of Common Stock to which the Warrants are attached.
6 |
(c) Subject to compliance with the restrictions on transfer set forth in this Section 9, each transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the Company’s address set forth below, together with a written assignment of this Warrant duly executed by the holder or its agent or attorney. Upon such surrender and delivery, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, if any. A Warrant, if properly assigned in compliance with the provisions hereof, may be exercised by the new holder for the purchase of shares underlying the Warrant without having a new Warrant issued. Prior to due presentment for registration of transfer thereof, the Company may deem and treat the registered holder of this Warrant as the absolute owner hereof (notwithstanding any notations of ownership or writing thereon made by anyone other than a duly authorized officer of the Company) for all purposes and shall not be affected by any notice to the contrary. All Warrants issued upon any assignment of Warrants shall be the valid obligations of the Company, evidencing the same rights, and entitled to the same benefits as the Warrants surrendered upon such registration of transfer or exchange.
10. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage pre-paid. Any such notice shall be deemed given when so delivered personally, telegraphed, telexed or sent by facsimile transmission, or, if mailed, two days after the date of deposit in the United States mails, as follows:
(i) if to the Company, to:
ProtoKinetix, Incorporated
412 Mulberry Street
Marietta, OH 45750
Attn: CEO
Telephone No.: (304) 299-5070
(ii) if to the Holder, to the address included in the Company’s records.
Any party may be given notice in accordance with this Section 10 if any of the parties designates another address or person for receipt of notices hereunder.
11. Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.
12. Dispute Resolution and Venue.
(a) All disputes arising out of or relating to this Warrant Agreement and all actions to enforce this Warrant Agreement shall be adjudicated in the state courts of Colorado or the federal courts sitting in the City and County of Denver, Colorado. The parties hereto irrevocably submit to the jurisdiction of such courts in any suit, action or proceeding relating to any such dispute. So far as is permitted under applicable law, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process or as permitted by law, shall be necessary in order to confer jurisdiction upon the undersigned in any such court.
(b) This Warrant is made under, shall be construed in accordance with, and shall be governed by the laws of the State of Colorado without regard to conflicts of laws principles.
7 |
13. Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
14. Descriptive Headings. Descriptive headings of the several sections of this Warrant are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Warrant effective as of _________ ___, 20__.
PROTOKINETIX, INCORPORATED
By: ____________________________
Clarence E. Smith, President & CEO
Accepted and agreed,
[HOLDER NAME]
_________________________
8 |
NOTICE OF EXERCISE OF WARRANT
The undersigned hereby irrevocably elects to exercise the right, represented by the Warrant Agreement dated as of ___________ ___, 20__ to purchase _________________ shares of the Common Stock of ProtoKinetix, Incorporated at an exercise price of US $_________ per share, and tenders herewith payment in accordance with said Warrant Agreement.
_ CASH: US $ = (Exercise Price x Warrant Shares)
Payment is being made by:
_ enclosed check
_ wire transfer
I understand that I may only exercise this Warrant if there is a registration statement relating to the exercise of this Warrant that is effective under federal, applicable state law and applicable non-U.S. law, or alternatively, if there is an exemption from registration available under federal, applicable state law, and applicable non-U.S. law (which exemption must be established to the satisfaction of ProtoKinetix, Incorporated).
I represent that all representations and warranties made by me in the Subscription Agreement dated _____ ____, 20__ are true and correct as of the date of this notice.
I understand that ProtoKinetix, Incorporated may require that I provide it information regarding my financial status, state of residence, and other information necessary to determine whether the exercise is subject to an effective registration statement or to determine whether an applicable exemption is available. To the extent required by the Company to establish an exemption from registration, I will provide the Company information as to my status as an accredited investor and execute a subscription agreement in the form requested by the Company provided that form is reasonably consistent with industry custom and practice. Alternatively, I understand that I may deliver a legal opinion regarding the availability of an exemption from such registration, which legal opinion must be acceptable to ProtoKinetix, Incorporated in its reasonable discretion.
I understand that ProtoKinetix, Incorporated will issue the shares subject to this exercise in electronic form only and I will not receive a physical stock certificate.
Signed:________________________
Date:__________________
Exhibit 4.6
DESCRIPTION OF OUR SECURITIES
The following description summarizes important terms of our capital stock and our other securities. For a complete description, you should refer to our Articles of Incorporation and bylaws, forms of which are incorporated by reference to the exhibits to the annual report of which this is a part, as well as the relevant portions of the Nevada Revised Statutes (“NRS”).
Capital Stock
The Company has one class of stock: common. The Company’s Amended and Restated Articles of Incorporation authorizes the issuance of up to 500,000,000 shares of common stock, par value $0.01 per share, and 902,670 shares of preferred stock, par value $0.0000053 per share.
In the discussion that follows, we have summarized selected provisions of our Certificate of Incorporation, amended and restated bylaws (the “Bylaws”), and Nevada law relating to our capital stock. This summary is not complete. This discussion is subject to the relevant provisions of Nevada law and is qualified in its entirety by reference to our Articles of Incorporation and our Bylaws. You should read the provisions of our Articles of Incorporation and our Bylaws as currently in effect for provisions that may be important to you. Please also see “Effect of Certain Provisions of Our Bylaws” below.
Common Stock
Each share of common stock has equal and identical rights to every other share for purposes of dividends, liquidation preferences, voting rights and any other attributes of the Company’s common stock. No voting trusts or any other arrangement for preferential voting exist among any of the stockholders, and there are no restrictions in our Articles of Incorporation, or Bylaws precluding issuance of further common stock or requiring any liquidation preferences, voting rights or dividend priorities with respect to this class of stock.
Effective February 16, 2022, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the increase in the number of authorized shares of common stock from 400,000,000 shares to 500,000,000, as approved by the stockholders on February 11, 2022. The stockholders also approved additional provisions to the Articles of Incorporation addressing officer and director liability, conflicting interest transactions, and director and officer indemnification.
All holders of shares of common stock are entitled to participate ratably in dividends when and as declared by the Company’s board of directors out of the funds legally available. The Company has not paid any dividends on its shares of common stock since its inception and presently anticipates that no dividends on such shares will be declared in the foreseeable future. In the event of any distribution of assets upon the dissolution and liquidation of the Company, all holders of shares of common stock are entitled to the right to receive ratably and equally all of the assets of the Company.
Holders of common stock have no preemptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions.
Warrants
Between March 18, 2022 and May 11, 2022, the Company issued 7,300,000 warrants as part of a unit offering, consisting of one share of common stock and one warrant. The warrants are immediately exercisable to purchase one common share at an exercise price of $0.05 expiring March 14, 2024.
On December 13, 2022, the Company cancelled 6,000,000 warrants issued July 15, 2019 with an exercise price of $0.26 in consideration for patent assignments, and expiring July 14, 2024. The Company reissued the 6,000,000 warrants with an exercise price of $0.028 and expiring December 12, 2028. The warrants are immediately exercisable.
Outstanding Stock Options and Warrants
As of December 31, 2022, there were options to acquire a total of 94,290,000 shares of common stock granted pursuant to our 2017 equity incentive plan at a weighted-average exercise price of $0.03, all of which are currently issuable upon exercise, and there were warrants to acquire a total of 13,300,000 shares of our common stock all of which are currently exercisable, at a weighted-average exercise price of $0.04.
Effect of Certain Provisions of Our Bylaws
Our Bylaws contain provisions that could have the effect of delaying, deferring, or discouraging another party from acquiring control of us. These provisions and certain provisions of Nevada law, which are summarized below, could discourage takeovers, coercive or otherwise.
Stockholder Meetings. Our Bylaws establish an advance notice procedure for stockholder proposals to be brought before any meeting of our stockholders, including proposed nominations of persons for election to our board of directors. At an annual or special meeting, stockholders may only consider proposals or nominations (i) specified in the notice of meeting; (ii) brought before the meeting by or at the direction of our board of directors or (iii) otherwise properly brought before the meeting by any stockholder who is a stockholder of record on the date of the giving of the notice and on the record date of the meeting and who complies with the notice procedures set forth in our Bylaws. The Bylaws do not give our Board of Directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting of our stockholders. However, our Bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.
Removal of Directors. Our Bylaws and Nevada law provide that any director may be removed from the Board of Directors by the vote or written consent of stockholders representing not less than two-thirds of the voting power of the issued and outstanding shares entitled to vote.
Filling Vacancies in the Board. Our Bylaws provide that newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise provided by law or resolution of the Board, be filled only by a majority of the directors then in office, though less than a quorum. The directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been chosen expires.
No Cumulative Voting. Our Articles of Incorporation and our Bylaws do not provide for cumulative voting in the election of directors.
Nevada Anti-Takeover Statute
In addition, the Nevada Revised Statues contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. Nevada’s “acquisition of controlling interest” statutes (NRS 78.378 through 78.3793, inclusive) contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights. These laws will apply to the Company as of a particular date if the Company were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on the Company’s stock ledger at all times during the 90 days immediately preceding that date) and do business in the State of Nevada directly or through an affiliated corporation, unless the Company’s Articles of Incorporation or Bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise. These laws provide that a person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (1) one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply. These laws may have a chilling effect on certain transactions if the Articles of Incorporation or Bylaws are not amended to provide that these provisions do not apply to the Company or to an acquisition of a controlling interest, or if the Company’s disinterested stockholders do not confer voting rights in the control shares.
Nevada’s “combinations with interested stockholders” statutes (NRS 78.411 through 78.444, inclusive) provide that specified types of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” of the corporation are prohibited for two years after such person first becomes an “interested stockholder” unless the corporation’s board of directors approves the combination (or the transaction by which such person becomes an “interested stockholder”) in advance, or unless the combination is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates and associates. Furthermore, in the absence of prior approval certain restrictions may apply even after such two-year period. For purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then- outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested stockholder”. These laws generally apply to Nevada corporations with 200 or more stockholders of record. However, a Nevada corporation may elect in its articles of incorporation not to be governed by these particular laws, but if such election is not made in the corporation’s original articles of incorporation, the amendment (1) must be approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting power of the corporation not beneficially owned by interested stockholders or their affiliates and associates, and (2) is not effective until 18 months after the vote approving the amendment and does not apply to any combination with a person who first became an interested stockholder on or before the effective date of the amendment. The Company has not made such an election in its original articles of incorporation or in its Amended and Restated Articles of Incorporation.
Further, NRS 78.139 also provides that directors may resist a change or potential change in control of the corporation if the board of directors determines that the change or potential change is opposed to or not in the best interest of the corporation upon consideration of any relevant facts, circumstances, contingencies or constituencies pursuant to NRS 78.138(4).
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Transfer Online, Inc. The transfer agent’s address is: 512 SE Salmon St, Portland, Oregon 97214. Shares of our common stock offered hereby will be issued in uncertificated form only, subject to limited circumstances.
Market Listing
Our common stock is currently quoted on the OTCQB under the symbol “PKTX”.
Disclosure of Commission Position on Indemnification for Securities Act of 1933 Liabilities
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (“Securities Act”), may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
EXHIBIT 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Clarence E. Smith, certify that:
1. | I have reviewed this Annual Report on Form 10-K of ProtoKinetix, Incorporated for the year ended December 31, 2022; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
March 17, 2022 | /s/ Clarence E. Smith | ||
Name: | Clarence E. Smith | ||
Title: |
Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael R. Guzzetta, certify that:
1. | I have reviewed this Annual Report on Form 10-K of ProtoKinetix, Incorporated for the year ended December 31, 2022; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
March 17, 2023 | /s/ Michael R. Guzzetta | ||
Name: | Michael R. Guzzetta | ||
Title: |
Principal Financial Officer & Principal Accounting Officer
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of ProtoKinetix, Incorporated, (the “Company”) on Form 10-K for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Clarence E. Smith, Chief Executive Officer and Principal Executive Officer of the Company and Michael R. Guzzetta, Principal Financial Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of the undersigned’s knowledge and belief:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. |
March 17, 2023 | /s/ Clarence E. Smith | ||
Name: | Clarence E. Smith | ||
Title: |
Chairman of the Board and (Principal Executive Officer) |
March 17, 2022 | /s/ Michael R. Guzzetta | ||
Name: | Michael R. Guzzetta | ||
Title: |
Principal Financial Officer & Principal Accounting Officer
|
This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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end
BALANCE SHEETS - USD ($) |
Dec. 31, 2022 |
Dec. 31, 2021 |
---|---|---|
Current Assets | ||
Cash | $ 25,550 | $ 57,568 |
Prepaid expenses and deposits (Note 3) | 1,050 | 25,995 |
Total current assets | 26,600 | 83,563 |
Intangible assets (Note 4) | 436,270 | 362,671 |
Total assets | 462,870 | 446,234 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 41,530 | 93,268 |
Total liabilities | 41,530 | 93,268 |
Stockholders' Equity | ||
Common stock, $0.0000053 par value; 500,000,000 common shares authorized; 322,880,151 and 297,393,485 shares issued and outstanding for 2022 and 2021 respectively (Note 7) | 1,726 | 1,591 |
Additional paid-in capital | 47,868,093 | 45,892,545 |
Accumulated deficit | (47,448,479) | (45,541,170) |
Total stockholders' equity | 421,340 | 352,966 |
Total liabilities and stockholders' equity | $ 462,870 | $ 446,234 |
BALANCE SHEETS (Parenthetical) - $ / shares |
Dec. 31, 2022 |
Dec. 31, 2021 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0000053 | $ 0.0000053 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 322,880,151 | 297,393,485 |
Common Stock, Shares, Outstanding | 322,880,151 | 297,393,485 |
STATEMENTS OF OPERATIONS - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
EXPENSES | ||
Amortization – intangible assets (Note 4) | $ 58,450 | $ 3,000 |
General and administrative | 162,749 | 316,995 |
Professional fees (Note 8) | 166,254 | 160,388 |
Research and development | 448,873 | 435,872 |
Share-based compensation (Notes 5 and 8) | 1,070,983 | 1,413,055 |
Operating Income (Expenses) | (1,907,309) | (2,329,310) |
Net loss for the year | $ (1,907,309) | $ (2,329,310) |
Net loss per common share (basic and diluted) | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding (basic and diluted) | 307,392,069 | 291,865,922 |
Basis of Presentation – Going Concern Uncertainties |
12 Months Ended |
---|---|
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation – Going Concern Uncertainties | Note 1. Basis of Presentation – Going Concern Uncertainties
ProtoKinetix, Inc. (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 December 31, 2022. 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 is largely dependent upon future developments, including but not limited to information on the duration and spread of COVID-19, changes in customer demand, additional mitigation strategies proposed by governmental authorities (including federal, state, or local stay at home or similar orders), 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. |
Summary of Significant Accounting Policies |
12 Months Ended |
---|---|
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and are expressed in United States dollars.
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 December 31, 2022, 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.
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 December 31, 2022, 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 patent application costs at December 31, 2022.
Research and Development Costs
Research and development costs are expensed as incurred.
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 stock options (December 31, 2021 – ) and warrants (December 31, 2021 – ) were not included in the computation of diluted earnings per share for all periods presented because it was anti-dilutive due to the Company's losses.
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.
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
The Company has determined that other significant newly issued accounting pronouncements are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption.
|
Prepaid Expenses and Deposits |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Prepaid Expenses and Deposits | Note 3. Prepaid Expenses and Deposits
The following summarizes the Company's prepaid expenses and deposits outstanding as at December 31, 2022 and 2021:
|
Intangible Assets |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets | Note 4. Intangible Assets
Intangible asset transactions are summarized as follows:
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, 2022, the Company recorded $58,450 (2021 - $3,000) in amortization expense associated with the Patents Rights.
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 $449,220 in direct costs relating to the Patent Application Rights, $132,049 of which were incurred during the year ended December 31, 2022.
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.
|
Stock Options |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Options | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Options | 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 December 31, 2022, there are options granted and outstanding under the 2017 Plan.
Stock option transactions are summarized as follows:
During the year ended December 31, 2022, the Company granted the following stock options:
On March 15, 2022, options for shares of common stock exercisable at $0.06 per share, expiring March 14, 2030. These were cancelled On December 7, 2022 and reissued exercisable at $ , expiring .
On December 7, 2022 , options for shares of common stock exercisable between $ and $ per share, with various expiration dates were cancelled and reissued exercisable at $ expiring .
Total share-based compensation for the stock options granted (2021 - ) and vested during the year ended December 31, 2022 was $ (2021 - $ ). The fair values of the stock options granted were estimated using the Black-Scholes Option Pricing Model, based on the following weighted average assumptions:
The weighted-average fair value of the stock options granted during the year ended December 31, 2022 was $ (December 31, 2021 - $ )The following non-qualified stock options were outstanding and exercisable at December 31, 2022:
As at December 31, 2022, the aggregate intrinsic value of the Company's stock options is $Nil .
|
Warrants |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants | Note 6. Warrants
Warrant transactions are summarized as follows:
The following warrants were outstanding and exercisable as at December 31, 2022:
In March, 2022 the Company issued 4,300,000 warrants as part of private placement transactions. On April 4, 2022 and May 12, 2022 the Company issued 1,000,000 and 2,000,000 warrants, respectively, as part of private placement transactions. On December 13, 2022, the Company cancelled warrants issued July 15, 2019 with an exercise price of $0.26 in consideration for patent assignments, and expiring July 14, 2024. The Company reissued the 6,000,000 warrants with an exercise price of $0.028 and expiring December 12, 2028.
Total share-based compensation for the reissued warrants during the year ended December 31, 2022, was $115,537.
The fair values of the reissued warrants were estimated using the Black-Scholes Option Pricing Model, based on the following weighted average assumptions:
The weighted-average fair value of the warrants granted during the year ended December 31, 2022 was $ (December 31, 2021 - $nil)
|
Stockholders' Equity |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity | Note 7. Stockholders' Equity
The Company is authorized to issue No dividends have been declared or paid as of December 31, 2022 (December 31, 2021 - $Nil). (December 31, 2021 – ) shares of $ 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.
During the year ended December 2022, the Company:
During the year ended December 2021, the Company:
|
Related Party Transactions and Balances |
12 Months Ended |
---|---|
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Balances | Note 8. Related Party Transactions and Balances
During the years ended December 31, 2022 and 2021, 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 $60,000 (2021 - $60,000) was paid or accrued to the Company's CFO. During the year ended December 31, 2022, the Company reimbursed a company controlled by the CFO a total of $11,025 (2021 - $12,600) in office rent. b) On December 7, 2022, the Company cancelled and concurrently replaced 80,105 was recognized in the current period. The replacement options granted have a term of years, exercisable at a price of $ per share, expiring on December 6, 2028 stock options previously issued to the Company’s CEO and a Director of the Company from 2021 to 2022. The modifications incremental fair value of $c) On December 7, 2022, the Company cancelled and concurrently replaced 82,398 was recognized in the current period. The replacement options granted have a term of years, exercisable at a price of $ per share, expiring on December 6, 2028 stock options previously issued to the Company’s CFO of the Company from 2018 to 2022. The modifications incremental fair value of $d) On March 15, 2022, the Company granted March 14, 2030. stock options to the Company’s CEO and stock options to a Director of the Company, respectively. The options granted have a term of years and are exercisable at a price of $ per share, expiring one) On March 15, 2022, the Company granted March 14, 2030. stock options to the Company’s CFO. The options granted have a term of years and are exercisable at a price of $ per share, expiring onf) The Company recognized $ (2021 - $ ) in share-based compensation during the year associated with stock options granted to key management personnel.g) The Company recognized $1,070,983. including modifications (2021 - $ ) in share-based compensation during the year associated with stock options granted to key management personnel. The total incremental fair value of stock options including modifications is $As at December 31, 2022 and December 31, 2021, there were $nil balances owing to related parties. |
Commitments and Contingency |
12 Months Ended |
---|---|
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingency | Note 9. Commitments and Contingency
Commitments
As at December 31, 2022, 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 a term of 1 year for providing research consulting services. Agreement renews annually unless otherwise terminated by either party with at least 30 days’ notice. Contingency
The Company was delinquent in filing certain income tax returns with the U.S. Internal Revenue Service and reports disclosing its interest in foreign bank accounts on form TDF 90-22.1, "Report of Foreign Bank and Financial Accounts" ("FBARs"). In September 2015, the Company filed the delinquent income tax returns and has sought waivers of any penalties under the IRS Offshore Voluntary Disclosure Program for late filing of the returns and FBARs. Under the program, the IRS has indicated that it will not impose a penalty for the failure to file delinquent income tax returns if there are no under reported tax liabilities. On November 30, 2017, the Company received a letter from the IRS concluding their review of the Company's tax returns under the program and accepting the returns as filed. No penalties have been assessed by the IRS to date, and management does not believe that the Company will incur any penalties relating to the tax years submitted under the program. |
Income Taxes |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | Note 10. Income Taxes
As a Nevada corporation, the Company is liable for taxes in the United States. As of December 31, 2022, the Company did not have any income for tax purposes and therefore, no tax liability or expense has been recorded in these financial statements (December 31, 2021 – nil).
A reconciliation of income taxes at statutory rates with the reported taxes is as follows:
The Company has net operation loss carryforwards of approximately $30,500,000 (December 31, 2021 - $30,000,000) to reduce future taxable income. The valuation allowance has not changed during the year ended December 31,2022. Tax losses expire in years starting from 2023.
The deferred tax asset associated with the tax loss carry forward is approximately $6,400,000 (December 31, 2021 - $6,300,000). The Company has provided a full valuation allowance against the deferred tax asset since it is more likely than not that the asset will not be realized.
|
Subsequent Events |
12 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Dec. 31, 2022 | |||||||
Subsequent Events [Abstract] | |||||||
Subsequent Events | Note 11. Subsequent Events
Subsequent to the year ended December 31, 2022, the Company:
|
Summary of Significant Accounting Policies (Policies) |
12 Months Ended |
---|---|
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation
The accompanying financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and are expressed in United States dollars.
|
Use of Estimates | 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
Cash consists of funds held in checking accounts. Cash balances may exceed federally insured limits from time to time.
|
Fair Value of Financial Instruments | 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 December 31, 2022, there were no other assets or liabilities subject to additional disclosure.
|
Income Taxes | 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.
|
Intangible assets – patent and patent application costs | 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 December 31, 2022, 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 patent application costs at December 31, 2022.
|
Research and Development Costs | Research and Development Costs
Research and development costs are expensed as incurred.
|
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 stock options (December 31, 2021 – ) and warrants (December 31, 2021 – ) were not included in the computation of diluted earnings 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.
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
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 | 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 | Recent Accounting Pronouncements
The Company has determined that other significant newly issued accounting pronouncements are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption.
|
Prepaid Expenses and Deposits (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of prepaid expenses |
|
Intangible Assets (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible asset transactions |
|
Stock Options (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Options | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of options by exercise price |
|
Warrants (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of outstanding and exercisable |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of assumptions |
|
Income Taxes (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Effective Income Tax Reconciliation |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Deferred Tax Assets |
|
Basis of Presentation – Going Concern Uncertainties (Details Narrative) |
12 Months Ended |
---|---|
Dec. 31, 2015
USD ($)
shares
| |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash consideration | $ 30,000 |
Additional patent applications | $ 10,000 |
Warrant issued | shares | 6,000,000 |
Fair value adjustment of warrants | $ 25,000 |
Summary of Significant Accounting Policies (Details Narrative) - shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Antidilutive shares | 13,300,000 | 12,081,143 |
Equity Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Antidilutive shares | 94,290,000 | 84,690,000 |
Prepaid Expenses and Deposits (Details) - USD ($) |
Dec. 31, 2022 |
Dec. 31, 2021 |
---|---|---|
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Rental deposit | $ 1,050 | $ 1,050 |
Deposit on February 11, 2022 shareholder meeting | 24,945 | |
Total Prepaid Expenses and Deposits | $ 1,050 | $ 25,995 |
Intangible Assets (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | $ 382,171 | $ 291,186 |
Additions | 132,049 | 90,985 |
Ending balance | 514,220 | 382,171 |
Beginning balance | 19,500 | 16,500 |
Amortization | 58,450 | 3,000 |
Ending balance | 77,950 | 19,500 |
Net carrying amounts | 436,270 | 362,671 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 30,000 | 30,000 |
Additions | ||
Ending balance | 30,000 | 30,000 |
Beginning balance | 19,500 | 16,500 |
Amortization | 3,000 | 3,000 |
Ending balance | 22,500 | 19,500 |
Net carrying amounts | 7,500 | 10,500 |
Patent Application Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 352,171 | 261,186 |
Additions | 132,049 | 90,985 |
Ending balance | 484,220 | 352,171 |
Beginning balance | ||
Amortization | 55,450 | |
Ending balance | 55,450 | |
Net carrying amounts | $ 428,770 | $ 352,171 |
Intangible Assets (Details Narrative) - USD ($) |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets | $ 132,049 | $ 90,985 | ||
Amortization of Intangible Assets | $ 58,450 | $ 3,000 | ||
Additional patent applications | $ 10,000 | |||
Warrant issued | 6,000,000 | |||
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets useful lives | 18 years 6 months | |||
Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets useful lives | 20 years | |||
Grant Young [Member] | Technology Transfer Agreement [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Additional patent applications | $ 10,000 | |||
Warrant issued | 6,000,000 | |||
Patent Application Rights [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets | $ 30,000 | |||
Direct operating costs | $ 2,415 |
Stock Options (Details) - Equity Option [Member] - $ / shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding, beginning | 84,690,000 | 82,650,000 |
Weighted average exercise price beginning balance | $ 0.15 | $ 0.15 |
Options cancelled | (93,540,000) | (76,100,000) |
Weighted Average Exercise Price, cancelled | $ 0.14 | $ 0.16 |
Options exercised | (400,000) | (750,000) |
Weighted Average Exercise Price, exercised | $ 0.06 | $ 0.07 |
Option granted | 103,540,000 | 78,890,000 |
Weighted Average Exercise Price, granted | $ 0.03 | $ 0.11 |
Outstanding, ending | 94,290,000 | 84,690,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years | 4 years 2 months 23 days |
Weighed average exercise price ending balance | $ 0.03 | $ 0.15 |
Stock Options (Details 1) |
12 Months Ended | |
---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 3.50% | 2.55% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 143.43% | 143.56% |
Expected forfeiture rate | 0.00% | 0.00% |
Expected life | 6 years | 5 years 1 month 2 days |
Warrants (Details) - $ / shares |
12 Months Ended | ||
---|---|---|---|
Mar. 15, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrant granted | 5,250,000 | ||
Warrant [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrant outstanding, beginning | 12,081,143 | 10,326,857 | |
Warrant weighted average exercise price, beginning | $ 0.17 | $ 0.19 | |
Warrant granted | 13,300,000 | 4,968,572 | |
Warrant weighted average exercise price, granted | $ 0.04 | $ 0.08 | |
Warrants exercised | (3,214,286) | ||
Warrant weighted average exercise price, exercised | $ 0.07 | ||
Warrants expired | (6,081,143) | ||
Warrant weighted average exercise price, expired | $ 0.09 | ||
Warrants cancelled | (6,000,000) | ||
Warrant weighted average exercise price, cancelled | $ 0.26 | ||
Warrant outstanding, ending | 13,300,000 | 12,081,143 | |
Warrant weighted average exercise price, ending | $ 0.04 | $ 0.17 |
Warrants (Details 2) |
12 Months Ended | |
---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 3.50% | 2.55% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 143.43% | 143.56% |
Expected forfeiture rate | 0.00% | 0.00% |
Expected life | 6 years | 5 years 1 month 2 days |
Warrants (Details Narrative) - $ / shares |
12 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Jul. 15, 2019 |
Dec. 31, 2022 |
May 12, 2022 |
Apr. 04, 2022 |
Mar. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
Warrant [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrant exercise price | $ 0.04 | $ 0.17 | $ 0.19 | ||||
Share based compensation exercisable per share | $ 0.03 | ||||||
Warrant [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants issued | 6,000,000 | ||||||
Number of shares cancelled | 6,000,000 | ||||||
Warrant exercise price | $ 0.26 | $ 0.028 | |||||
Warrant expiring date | Jul. 14, 2024 | Dec. 12, 2028 | |||||
Private Placement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants issued | 2,000,000 | 1,000,000 | 4,300,000 |
Commitments and Contingency (Details Narrative) - USD ($) |
12 Months Ended | |||
---|---|---|---|---|
Apr. 02, 2019 |
Jan. 02, 2017 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|
Defined Benefit Plan Disclosure [Line Items] | ||||
Research and development expense | $ 448,873 | $ 435,872 | ||
Consultant [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Research and development expense | $ 7,000 | |||
Travel and entertainment expense | $ 1,500 | |||
Travel expenses term | 1 year |
Income Taxes (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
Income Tax Disclosure [Abstract] | ||
Net loss for the year | $ (1,907,309) | $ (2,329,310) |
Expected income tax recovery | (400,535) | (489,155) |
Non-deductible expenses | 224,907 | 296,742 |
Adjustment to prior years provision versus statutory tax returns | 75,628 | 92,414 |
Change in valuation allowance | 100,000 | 100,000 |
Total income tax expense (recovery) |
Income Taxes (Details 1) - USD ($) |
Dec. 31, 2022 |
Dec. 31, 2021 |
---|---|---|
Income Tax Disclosure [Abstract] | ||
Deferred Tax Assets, Gross | $ 6,400,000 | $ 6,300,000 |
Deferred Tax Assets, Valuation Allowance | (6,400,000) | (6,300,000) |
Deferred Tax Assets, Net of Valuation Allowance |
Income Taxes (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount | $ 30,500,000 | $ 30,000,000 |
Deferred Tax Assets, Capital Loss Carryforwards | $ 6,400,000 | $ 6,300,000 |
Subsequent Events (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Number of shares issued | 2,000,000 | 555,556 |
Chief Executive Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Number of shares issued | 2,000,000 | |
Share Price | $ 0.02 | |
Stock Issued During Period, Value, New Issues | $ 40,000 |