Item 3.02 Unregistered Sales of Equity Securities

On December 30, 2022, ProtoKinetix, Incorporated (the "Company") issued 1,850,000 shares of common stock of the Company to Clarence E. Smith, the Company's President and CEO, in connection with a private placement of common stock at a price of $0.02 per share, for total proceeds of $37,000. No solicitation was used in the offering. The Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Rule 506(b) of Regulation D promulgated under the Securities 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 will be filed no later than 15 days from December 30, 2022.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit Number   Description
104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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