ProtoKinetix, Incorporated (OTCMKTS:PKTX) Files An 8-K Termination of a Material Definitive AgreementItem 1.02 Termination of a Material Definitive Agreement
As previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission by ProtoKinetix, Incorporated, a Nevada corporation (the "Company" or "ProtoKinetix") on November 9, 2017, Clarence E. Smith, the Company's President and Chief Executive Officer, entered into an unsecured promissory note with the Company in the amount of $86,000 on October 23, 2017, and a second unsecured promissory note in the amount of $30,000 on November 3, 2017.
On January 12, 2018, the Company cancelled both promissory notes in exchange for the issuance of common stock of the Company to Mr. Smith, as described below in Item 3.02. The total principal and interest owed under the promissory notes on January 12, 2018 was $117,962.
Item 3.02 Unregistered Sale of Equity Securities
On December 23, 2017, the Company issued 1,000,000 shares of common stock at a price of $0.05 per share to an accredited investor for a total of $50,000 in gross proceeds to a private placement.
On January 12, 2018, the Company issued 1,000,000 shares of common stock at a price of $0.05 per share to an accredited investor for a total of $50,000 in gross proceeds to a private placement.
Also on January 12, 2018, the Company issued 2,359,240 shares of common stock at a price of $0.05 per share to Mr. Smith in exchange for the cancellation of principal and interest totaling $117,962.00 due under the promissory notes described in Item 1.02.
For each of the three sales of common stock of the Company, no solicitation was used in the offerings. The Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act of 1933, as amended (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. A Form D was filed previously on September 21, 2017.
About ProtoKinetix, Incorporated (OTCMKTS:PKTX)
ProtoKinetix, Incorporated is a research and development-stage bio-technology company. The Company is focused on scientific medical research of Anti-Freeze Glycoproteins (AFGPs) or anti-aging glycoproteins, known as AAGPs. AFGP is found in nature as a compound produced by some fish, insects, reptiles, bacteria and plants that enable survival in freezing temperatures. Health Care Applications of AAGP fall into various categories, such as harvesting, storage and transplanting cells, tissues and organs, and treatments for conditions and diseases caused by stress factors, including ultraviolet (UV) radiation, oxidation and inflammation. The Company is engaged in preparing to start Phase I and Phase II human clinical trials at the University of Alberta.