UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:

September 1, 2017

ProtoKinetix, Incorporated
(Exact name of registrant as specified in its charter)

Nevada
000-32917
94-3355026
State of Incorporation 
Commission File  Number
IRS Employer Identification No.

705 Dugan Road
Belpre, Ohio
45714  USA
Address of principal executive offices

304-299-5070
Telephone number, including
Area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_]   Written communications pursuant to Rule 425 under the Securities Act
[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[_]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[_]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.  ☐

 

Item 1.01. Entry into a Material Definitive Agreement.

First Amendment to Consulting Agreements

ProtoKinetix, Incorporated (the “Company” or “ProtoKinetix”) has previously entered into consulting agreements with Clarence E. Smith, the Company’s President and Chief Executive Officer, Edward P. McDonough, a member of the Board of Directors, and Grant Young each effective January 1, 2017. Effective September 1, 2017, the Company entered into first amendments to each of the consulting agreements.

The amendments extended the term of each agreement from December 31, 2017 to December 31, 2018. Additionally, the amendments provide for automatic renewal in one-year increments upon expiration of the amended term unless either party gives 30 days written notice of its intention not to renew.

On September 1, 2017, Mr. Smith, Mr. McDonough and Mr. Young, in connection with their respective amended agreements, were granted the following stock options pursuant to the Company’s 2017 Stock Option and Stock Bonus Plan (the “2017 Plan”) at an exercise price equal to the average of the closing price as quoted on the over-the-counter markets on each trading day between August 1, 2017 and August 31, 2017:

·
Mr. Smith: 5,000,000 shares of common stock of the Company at an exercise price of $0.06 per share.  Pursuant to an option agreement between Mr. Smith and the Company in substantially the form attached to the 2017 Plan, the option vests in quarterly installments of 1,250,000 shares of common stock until fully vested.

·
Mr. McDonough: 1,000,000 shares of common stock of the Company at an exercise price of $0.06 per share. Pursuant to an option agreement between Mr. McDonough and the Company in substantially the same form attached to the 2017 Plan, the option vests in quarterly installments of 250,000 shares of common stock until fully vested.

·
Mr. Young: 5,000,000 shares of common stock of the Company at an exercise price of $0.06 per share. Pursuant to an option agreement between Mr. Young and the Company in substantially the same form attached to the 2017 Plan, the option vests in quarterly installments of 1,250,000 shares of common stock until fully vested.

In addition to changes described above, certain other clerical amendments were made to each of the consulting agreements.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 1, 2017 the Company entered into amendments related to the consulting agreements of Mr. Smith and Mr. McDonough as described in Section 1.02 above.
 
 
 

 
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1

10.2

10.3


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 6th day of September 2017.
 
 
ProtoKinetix, Incorporated
 
       
 
By:
/s/ Clarence E. Smith  
   
Clarence E. Smith, President & CEO
 
     
       
 



Exhibit 10.1
 
 
 
 
AMENDMENT TO CONSULTING AGREEMENT

This Amendment to the Consulting Agreement (the “Amendment”) is entered into on September 1, 2017 (“Effective Date”), by and between Clarence E. Smith (the “Consultant”) and ProtoKinetix, Incorporated (the “Company”).

RECITALS

WHEREAS, the Consultant and the Company entered into that certain Consulting Agreement effective January 1, 2017 (the “Consulting Agreement”); and

WHEREAS, the Consultant and the Company desire to amend the Consulting Agreement to provide for among other things, an extension of the termination date of the Consulting Agreement.

NOW, THEREFORE, in consideration of the mutual obligations and covenants contained in this Amendment and the Consulting Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

A.           Stock Option .  Section (2)(c), Stock   Option , shall be deleted and replaced with the following:

(c)    Stock Option. On the Effective Date, Consultant will receive an option to purchase 5,000,000 shares of common stock of the Company pursuant to the Company’s 2017 Stock Option and Stock Bonus Plan (the “2017 Plan”) and the Stock Option Agreement between the Company and Consultant dated January 1, 2017.  On September 1, 2017, Consultant will receive an option to purchase 5,000,000 shares of common stock of the Company pursuant to the 2017 Plan and the Stock Option Agreement between the Company and Consultant dated September 1, 2017.

B.           Termination .  Section (5)(b), Term , shall be deleted and replaced with the following:

(b)    Term .  This Agreement shall commence as of the Effective Date and continue until December 31, 2018 (the “Term”).  Upon the expiration of the Term, this Agreement shall automatically renew for one year increments under the same terms and conditions unless either party gives written notice of their desire to terminate the Agreement to the other party at least 30 days prior to the end of such calendar year.

C.           General .  Section (7)(b), No Employer-Employee Relationship , shall be deleted and replaced with the following:

(b)    No Employer-Employee Relationship .   The Company and Consultant understand, acknowledge, and agree that Consultant’s relationship with the Company will be that of an “independent contractor” and not that of an employee.  Consultant will be an “independent contractor” and Consultant will be entitled to work at such times and places as Consultant determines appropriate, will not be under the direction or control of the Company or the manner in which Consultant performs the Services.  Consultant will not be entitled to any of the benefits which the Company may make available to its employees (which benefits may in the future include, but not be limited to, unemployment insurance benefits, group health or life insurance, profit-sharing or retirement benefits).
 
 
 
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D.           Miscellaneous .

1.    The Consulting Agreement, as modified herein, remains in full force and effect and is ratified by Consultant and the Company.  In the event of any conflict between the Consulting Agreement and this Amendment, the terms and conditions of this Amendment shall control.  Capitalized terms not defined herein shall have the same meaning as set forth in the Consulting Agreement.

2.    This Amendment is binding upon and inures to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.

4.    This Amendment shall be governed by and construed in accordance with the laws of the State of Colorado.

5.    This Amendment may be executed in any number of counterparts, which together shall constitute one and the same instrument.  The parties may execute and exchange facsimile or PDF counterparts of the signature pages and facsimile and/or PDFs shall serve as originals.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Consulting Agreement on the day and year first above written.

ProtoKinetix, Incorporated


/s/ Ed McDonough
________________________________
By:  Ed McDonough, Director




Consultant


/s/ Clarence E. Smith
________________________________
Clarence E. Smith
 
 
 
2
Exhibit 10.2
 
 
 
AMENDMENT TO DIRECTOR CONSULTING AGREEMENT

This Amendment to the Director Consulting Agreement (the “Amendment”) is entered into on September 1, 2017 (“Effective Date”), by and between Edward P. McDonough (the “Consultant”) and ProtoKinetix, Incorporated (the “Company”).

RECITALS

WHEREAS, the Consultant and the Company entered into that certain Director Consulting Agreement effective January 1, 2017 (the “Consulting Agreement”); and

WHEREAS, the Consultant and the Company desire to amend the Consulting Agreement to provide for among other things, an extension of the termination date of the Consulting Agreement.

NOW, THEREFORE, in consideration of the mutual obligations and covenants contained in this Amendment and the Consulting Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

A.           Stock Option .  Section (2)(b), Stock   Option , shall be deleted and replaced with the following:

(b)   Stock Option. On the Effective Date, Consultant will receive an option to purchase 1,000,000 shares of common stock of the Company pursuant to the Company’s 2017 Stock Option and Stock Bonus Plan (the “2017 Plan”) and the Stock Option Agreement between the Company and Consultant dated January 1, 2017.  On September 1, 2017, Consultant will receive an option to purchase 1,000,000 shares of common stock of the Company pursuant to the 2017 Plan and the Stock Option Agreement between the Company and Consultant dated September 1, 2017.

B.           Termination .  Section (5)(a), Term , shall be deleted and replaced with the following:

(a)   Term .  This Agreement shall commence as of the Effective Date and continue until December 31, 2018 (the “Term”).  Upon the expiration of the Term, this Agreement shall automatically renew for one year increments under the same terms and conditions unless by stockholder vote or either party gives written notice of their desire to terminate the Agreement to the other party at least 30 days prior to the end of such calendar year.

C.           General .  Section (7)(b), No Employer-Employee Relationship , shall be deleted and replaced with the following:

(b)   No Employer-Employee Relationship .   The Company and Consultant understand, acknowledge, and agree that Consultant’s relationship with the Company will be that of an “independent contractor” and not that of an employee.  Consultant will be an “independent contractor” and Consultant will be entitled to work at such times and places as Consultant determines appropriate, will not be under the direction or control of the Company or the manner in which Consultant performs the Services.  Consultant will not be entitled to any of the benefits which the Company may make available to its employees (which benefits may in the future include, but not be limited to, unemployment insurance benefits, group health or life insurance, profit-sharing or retirement benefits).
 
 
 

 
D.           Miscellaneous .

1.   The Consulting Agreement, as modified herein, remains in full force and effect and is ratified by Consultant and the Company.  In the event of any conflict between the Consulting Agreement and this Amendment, the terms and conditions of this Amendment shall control.  Capitalized terms not defined herein shall have the same meaning as set forth in the Consulting Agreement.

2.   This Amendment is binding upon and inures to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.

4.   This Amendment shall be governed by and construed in accordance with the laws of the State of Colorado.

5.   This Amendment may be executed in any number of counterparts, which together shall constitute one and the same instrument.  The parties may execute and exchange facsimile or PDF counterparts of the signature pages and facsimile and/or PDFs shall serve as originals.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Consulting Agreement on the day and year first above written.

ProtoKinetix, Incorporated


/s/ Clarence E. Smith
________________________________
By:  Clarence E. Smith, President & CEO



Consultant


/s/ Edward P. McDonough
________________________________
Edward P. McDonough
 
 
 
 

1

Exhibit 10.3
 
 
AMENDMENT TO CONSULTING AGREEMENT

This Amendment to the Consulting Agreement (the “Amendment”) is entered into on September 1, 2017 (“Effective Date”), by and between Grant Young (the “Consultant”) and ProtoKinetix, Incorporated (the “Company”).

RECITALS

WHEREAS, the Consultant and the Company entered into that certain Consulting Agreement effective January 1, 2017 (the “Consulting Agreement”); and

WHEREAS, the Consultant and the Company desire to amend the Consulting Agreement to provide for among other things, an extension of the termination date of the Consulting Agreement.

NOW, THEREFORE, in consideration of the mutual obligations and covenants contained in this Amendment and the Consulting Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

A.           Stock Option .  Section (2)(c), Stock   Option , shall be deleted and replaced with the following:

(c)   Stock Option. On the Effective Date, Consultant will receive an option to purchase 5,000,000 shares of common stock of the Company pursuant to the Company’s 2017 Stock Option and Stock Bonus Plan (the “2017 Plan”) and the Stock Option Agreement between the Company and Consultant dated January 1, 2017.  On September 1, 2017, Consultant will receive an option to purchase 5,000,000 shares of common stock of the Company pursuant to the 2017 Plan and the Stock Option Agreement between the Company and Consultant dated September 1, 2017.

B.           Termination .  Section (5)(a), Term , shall be deleted and replaced with the following:

(a)   Term .  This Agreement shall commence as of the Effective Date and continue until December 31, 2018 (the “Term”).  Upon the expiration of the Term, this Agreement shall automatically renew for one year increments under the same terms and conditions unless either party gives written notice of their desire to terminate the Agreement to the other party at least 30 days prior to the end of such calendar year.

C.           General .  Section (7)(b), No Employer-Employee Relationship , shall be deleted and replaced with the following:

(b)   No Employer-Employee Relationship .   The Company and Consultant understand, acknowledge, and agree that Consultant’s relationship with the Company will be that of an “independent contractor” and not that of an employee.  Consultant will be an “independent contractor” and Consultant will be entitled to work at such times and places as Consultant determines appropriate, will not be under the direction or control of the Company or the manner in which Consultant performs the Services.  Consultant will not be entitled to any of the benefits which the Company may make available to its employees (which benefits may in the future include, but not be limited to, unemployment insurance benefits, group health or life insurance, profit-sharing or retirement benefits).
 
 
 

 
D.           Miscellaneous .

1.   The Consulting Agreement, as modified herein, remains in full force and effect and is ratified by Consultant and the Company.  In the event of any conflict between the Consulting Agreement and this Amendment, the terms and conditions of this Amendment shall control.  Capitalized terms not defined herein shall have the same meaning as set forth in the Consulting Agreement.

2.   This Amendment is binding upon and inures to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.

4.   This Amendment shall be governed by and construed in accordance with the laws of the State of Colorado.

5.   This Amendment may be executed in any number of counterparts, which together shall constitute one and the same instrument.  The parties may execute and exchange facsimile or PDF counterparts of the signature pages and facsimile and/or PDFs shall serve as originals.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Consulting Agreement on the day and year first above written.

ProtoKinetix, Incorporated


/s/ Clarence E. Smith
________________________________
By:  Clarence E. Smith, President & CEO


Consultant


/s/ Grant Young
________________________________
Grant Young



 
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