PKTX files Form D for $100,000 equity raise; one investor to date

Rhea-AI Filing Summary

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.

Positive

• Clear reliance on Rule 506(b) and Section 4(a)(5) exemptions, which are common and understood private-placement frameworks
• Low distribution cost disclosed: no sales commissions or finders' fees reported
• Specified corporate officers and signer (Clarence Smith, Michael Guzzetta, Edward McDonough) provide accountability and contact points

Negative

• Very limited subscription to date: only $5,000 sold of a $100,000 offering
• Only one investor has participated so far, indicating low investor traction at filing time
• Minimal information on business use of proceeds or operational detail beyond stating that no proceeds will be paid to named officers or directors

Insights

Securities Analyst

TL;DR: Small, early-stage equity raise under Rule 506(b) with minimal subscription to date; limited immediate market impact.

The filing documents a Regulation D private equity offering for a modest $100,000 target with only $5,000 sold so far and a single investor. Use of proceeds excludes payments to executives per the form. The selection of Rule 506(b) indicates reliance on traditional private placement exemptions without general solicitation. Absence of sales compensation simplifies cost structure but may limit distribution reach. The filing contains standard disclosure elements and lists named officers and the principal business address, providing necessary contact points for due diligence.

Corporate Governance Expert

TL;DR: Governance disclosures are basic and complete for a Form D; officer roles and signatures are provided.

The Form D names corporate officers and a signing official, showing that corporate authorization and signer identification are in place. It explicitly states $0 will be used to pay named executives or directors from offering proceeds and reports no sales commissions, which reduces potential conflicts of interest related to compensation from the raise. The document does not provide additional governance details beyond officer names and addresses, which is typical for this filing type.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001128189

RJV NETWORK INC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

ProtoKinetix, Inc.

Jurisdiction of Incorporation/Organization

NEVADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
ProtoKinetix, Inc.
Street Address 1		Street Address 2
109 W. MAIN ST.
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
DALTON	OHIO	44618	330-445-4971

3. Related Persons

Last Name	First Name	Middle Name
Smith	Clarence
Street Address 1	Street Address 2
1409 Peachtree Road
City	State/Province/Country	ZIP/PostalCode
Daytona Beach	FLORIDA	32114

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

President and CEO

Last Name	First Name	Middle Name
Guzzetta	Michael
Street Address 1	Street Address 2
1109 Poplar Ave SW
City	State/Province/Country	ZIP/PostalCode
Canton	OHIO	44710

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

CFO

Last Name	First Name	Middle Name
McDonough	Edward
Street Address 1	Street Address 2
1226 Washington Ave
City	State/Province/Country	ZIP/PostalCode
Parkersburg	WEST VIRGINIA	26101

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
	X	Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-25				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$100,000	USD	or Indefinite
Total Amount Sold	$5,000	USD
Total Remaining to be Sold	$95,000	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
ProtoKinetix, Inc.	/s/ Michael Guzzetta	Michael Guzzetta	CFO	2025-10-02

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What exemptions does ProtoKinetix (PKTX) claim on its Form D?

The issuer claims Rule 506(b) under Regulation D and Securities Act Section 4(a)(5) as the federal exemptions for the offering.

How much is ProtoKinetix offering and how much has been sold?

The total offering amount is $100,000; $5,000 has been sold and $95,000 remains available.

What type of securities is ProtoKinetix offering in this filing?

The filing indicates the offering is for equity securities (no debt or pooled fund interests listed).

Who are the named officers listed on the Form D for ProtoKinetix?

The filing lists Clarence Smith (President and CEO), Michael Guzzetta (CFO and signing officer), and Edward McDonough (director).

Are there sales commissions or finders' fees reported for this offering?

No. The Form D reports $0 in sales commissions and $0 in finders' fees.

Is the offering associated with a merger or acquisition?

No. The filing indicates the offering is not being made in connection with a business combination transaction.