Protokinetix Inc SEC Filings

ProtoKinetix, Incorporated (PKTX) filed an amended Form 8-K to update a prior current report. The Amendment corrects the Company’s contact telephone number and attaches a revised version of a press release that was posted on the Company’s website on November 17, 2025.

The updated press release is furnished as Exhibit 99.1 under Regulation FD Disclosure and is not treated as filed for liability purposes or incorporated by reference into other securities law filings. No financial results, business strategy, or transactional details are changed by this Amendment.

ProtoKinetix, Inc. announced a major leadership change following the unexpected death of its long-time President and Chief Executive Officer, Clarence E. Smith, in an accident on November 13, 2025. Smith had led the company’s management and served on its Board of Directors for many years.

Under the company’s bylaws, sole remaining director Ed McDonough appointed Michael Guzzetta as Chairman of the Board, President, and Chief Executive Officer on November 16, 2025. Guzzetta will also continue in his existing roles as Chief Financial Officer, Secretary, and Treasurer, resulting in one individual holding all principal executive and financial positions. His compensation under his existing employment agreement has not been changed. The company furnished a press release on November 17, 2025 to formally announce these leadership changes.

ProtoKinetix (PKTX) filed its Q3 2025 10‑Q, reporting a net loss of $84,906 for the quarter and $273,663 for the nine months. The company ended the period with $607 in cash, total assets of $477,623, liabilities of $227,196, and stockholders’ equity of $250,427.

To fund operations, ProtoKinetix completed small private placements in 2025: 17,700,000 units for $172,500 cash plus $4,500 in services, and 500,000 shares for $5,000. Between July 25 and September 25, it issued 1,000,000 shares for $10,000. Options outstanding were 94,790,000 and warrants outstanding were 23,700,000 as of September 30, 2025. As of November 13, 2025, 391,580,152 common shares were outstanding.

Management disclosed substantial doubt about the company’s ability to continue as a going concern and stated disclosure controls and procedures were not effective as of September 30, 2025. Stockholders approved an amendment increasing authorized common shares from 500,000,000 to 600,000,000.

ProtoKinetix, Inc. filed a Form D claiming Regulation D exemptions (Rule 506(b) and Securities Act Section 4(a)(5)) for an equity offering with a total target amount of $100,000. The issuer reports $5,000 sold to date and $95,000 remaining, with one investor already participating and a stated minimum investment of $0. The offering is not intended to last more than one year and is not tied to any business combination. The filing lists key officers: Clarence Smith identified as President and CEO, Michael Guzzetta as CFO (and signer), and Edward McDonough as a director. The issuer's principal place of business is 109 W. Main St., Dalton, Ohio 44618. The filing reports no sales commissions or finders' fees and indicates no proceeds will be paid to named executives or directors.

ProtoKinetix, Inc. filed a Definitive Proxy Statement (Form DEF 14A) identifying key corporate actors and major shareholders while including signature and consent language. Clarence E. Smith is listed as President and Director signing the document. The filing discloses a large individual holding of 27,700,776 shares owned directly by Alexandra Smith and a joint holding of 23,458,709 shares owned directly by John and Edith Smith, with principal addresses provided. The document includes checklist items for filing fees and references fiscal year periods ending December 31, 2024, March 31, 2025, and June 30, 2025 along with their SEC filing dates. The text also shows a voting response option marked as "CONSENT WITHHELD (\u201cAGAINST\u201d)".