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PKTX 10-K & 10-Q changes, risk factors and insider trading

ProtoKinetix, Inc. · Pharmaceutical Preparations · CIK 1128189 · All filings on SEC.gov

Everything below is quoted or computed from ProtoKinetix, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

0 / 0risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-09-03 (period ending 2025-12-31) with 10-K filed 2025-03-28 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

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Insiders continue to have substantial control over the Company. As of MarchSeptember 28,3, 2025,2026, the Company’s directors and executive officers hold the current right to vote approximately 34.3%7.83% of the Company’s outstanding voting stock; of which 28.8% is owned or controlled, directly or indirectly by the Company CEO, Clarence Smith.stock. In addition, the heir to the deceased CEO’s estate holds approximately 35.8% of outstanding voting stock. The Company’s directors and executive officers have the right to acquire additional shares which could increase their voting percentage significantly. As a result, Mr. Smith acting alone, and/or many of these individuals acting together, may have the ability to exert significant control over the Company’s decisions and control the management and affairs of the Company, and also to determine the outcome of matters submitted to stockholders for approval, including the election and removal of a director, the removal of any officer and any merger, consolidation or sale of all or substantially all of the Company’s assets. Accordingly, Accordingly, this concentration of ownership may harm a future market price of the Company’s common stock by:
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The Company may not be able to continue as a going concern. Our independent public accountants noted that our recurring losses from operations ($364,188$393,650 and $415,479 $364,188 for the years ended December 31, 20242025 and 2023,2024, respectively) and negative net operating cash flow ($223,050 $135,377 and $375,989$223,050 for the years ended December 31, 20242025 and 2023,2024, respectively) raise substantial doubt about our ability to continue as a going concern. This may hinder our future ability to obtain financing or may force us to obtain financing on less favorable terms than would otherwise be available.
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Reworded

Insiders continue to have substantial control over the Company. As of MarchSeptember 28,3, 2025,2026, the Company’s directors and executive officers hold the current right to vote approximately 34.3%7.83% of the Company’s outstanding voting stock; of which 28.8% is owned or controlled, directly or indirectly by the Company CEO, Clarence Smith.stock. In addition, the heir to the deceased CEO’s estate holds approximately 35.8% of outstanding voting stock. The Company’s directors and executive officers have the right to acquire additional shares which could increase their voting percentage significantly. As a result, Mr. Smith acting alone, and/or many of these individuals acting together, may have the ability to exert significant control over the Company’s decisions and control the management and affairs of the Company, and also to determine the outcome of matters submitted to stockholders for approval, including the election and removal of a director, the removal of any officer and any merger, consolidation or sale of all or substantially all of the Company’s assets. Accordingly, Accordingly, this concentration of ownership may harm a future market price of the Company’s common stock by:

Reworded

The Company may not be able to continue as a going concern. Our independent public accountants noted that our recurring losses from operations ($364,188$393,650 and $415,479 $364,188 for the years ended December 31, 20242025 and 2023,2024, respectively) and negative net operating cash flow ($223,050 $135,377 and $375,989$223,050 for the years ended December 31, 20242025 and 2023,2024, respectively) raise substantial doubt about our ability to continue as a going concern. This may hinder our future ability to obtain financing or may force us to obtain financing on less favorable terms than would otherwise be available.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

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During the year ended December 31, 2024,2025, net cash usedprovided inby operating activities decreased $152,939by $87,673 from $375,989a use of $223,050 to $223,050$135,377 provided for the years ended December 31, 2023 2024 and 2024,2025, respectively. This decreasechange was predominantly due to the overall decreased spending on web marketing, news releases, and social media, as well as significant reductionincrease in newaccounts research spending. Informative updates have been posted on the Company website, reducing the need for news releases and associated expenses.payable.
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During the year ended December 31, 2024,2025, net cash provided by financing activities reduceddecreased by $174,000$58,500 from $430,000$256,000 to $256,000$197,500 for the years ended December 31, 20232024 and 20242025 respectively. This decrease was predominantly due to a reduction in funding of new research through private placement of common stock shares.
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At December 31, 2024,2025, we had a $4,697 shortfall$1,118 in cash and negative $3,647 $2,168 in total current assets. As of December 31, 2024,2025, we had a negative working capital equity deficit position of $127,694.$183,266. Although as of the date of this Annual Report we do not believe we have sufficient capital to meet cash flow projections and carry forward our business objectives in the short-term, the Company will need additional working capital to continue its medical research or to be successful in any future business activities and continue to pay its liabilities. There can be no assurance that in the future we will be able to raise capital from outside sources in sufficient amounts to fund our business.
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During the year ended December 31, 2024,2025, net cash used in investing activities decreased slightly by $1,098$1,747 as we continue to maintain global patent applications. Current year spending was narrowed to maintenance of existing patent family. Net cash used for investing activities for the year ended December 31, 20232024 was $59,153. $58,055. Net cash used for investing activities for the year ended December 31, 20242025 was $58,055.$56,308.
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Reworded

At December 31, 2024,2025, we had a $4,697 shortfall$1,118 in cash and negative $3,647 $2,168 in total current assets. As of December 31, 2024,2025, we had a negative working capital equity deficit position of $127,694.$183,266. Although as of the date of this Annual Report we do not believe we have sufficient capital to meet cash flow projections and carry forward our business objectives in the short-term, the Company will need additional working capital to continue its medical research or to be successful in any future business activities and continue to pay its liabilities. There can be no assurance that in the future we will be able to raise capital from outside sources in sufficient amounts to fund our business.

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During the year ended December 31, 2024,2025, net cash usedprovided inby operating activities decreased $152,939by $87,673 from $375,989a use of $223,050 to $223,050$135,377 provided for the years ended December 31, 2023 2024 and 2024,2025, respectively. This decreasechange was predominantly due to the overall decreased spending on web marketing, news releases, and social media, as well as significant reductionincrease in newaccounts research spending. Informative updates have been posted on the Company website, reducing the need for news releases and associated expenses.payable.

Reworded

During the year ended December 31, 2024,2025, net cash used in investing activities decreased slightly by $1,098$1,747 as we continue to maintain global patent applications. Current year spending was narrowed to maintenance of existing patent family. Net cash used for investing activities for the year ended December 31, 20232024 was $59,153. $58,055. Net cash used for investing activities for the year ended December 31, 20242025 was $58,055.$56,308.

Reworded

During the year ended December 31, 2024,2025, net cash provided by financing activities reduceddecreased by $174,000$58,500 from $430,000$256,000 to $256,000$197,500 for the years ended December 31, 20232024 and 20242025 respectively. This decrease was predominantly due to a reduction in funding of new research through private placement of common stock shares.

What changed in the latest 10-Q

Comparing 10-Q filed 2025-11-13 (period ending 2025-09-30) with 10-Q filed 2025-08-13 (period ending 2025-06-30).

Risk Factors (10-Q Part II, Item 1A)

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The section in the latest 10-Q reads in full:

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. However, our current risk factors are set forth in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on March 28, 2025.

No wording changes found in this section.

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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The Company’s net loss was $188,757$273,663 for the the six-monthnine-month period ended JuneSeptember 30, 2025 compared to $177,103$261,676 for the six-monthnine-month period ended JuneSeptember 30, 2024. The expenses were primarily incurred for professional fees, consulting services related to the operations of the Company’s business, research and development and other general and administrative expenses. Significant changes from the prior six-monthnine-month period ended June September 30, 2025 include:
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Net cash used in operating activities remained flat, changingfell by $6,664 $41,873 from $138,691$177,808 to $132,027$135,935 for the six-monthsnine-months ended JuneSeptember 30, 2024, and 2025, respectively. With the year over year change change primarily from a change in accounts payable.
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Net cash provided by financing activities fell $38,500 $87,500 from $255,000$216,000 to $167,500$177,500 for the six-monthsnine-months ended JuneSeptember 30, 2024, and 2025, respectively. The decrease of funding from private placements placements through the firstthird halfquarter of 2025 reflects investor support for our slowing of operations and focus on finding financial partners for further research and development.
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Research and development expenditures slightly increased year over year with a change of $583$3,768 from $57,625$78,625 to $58,208$82,393 as the Company paid for molecule storage and consulting fees.fees but has no current research projects underway. The company continues to pursue research partners for cost sharing and engages in institutes with grants available for continued studies on our patented AAGP molecule.
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Net cash used infor investing activities was $30,664$36,261 for the six-monthnine-month period ended JuneSeptember 30, 2025 while the Company had net cash used infor investing activities of $35,517$52,910 for the comparative period. The difference is attributable to a year-to-date decreasefluctuation in patent application billings for current year.
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“Share-based compensation was $Nil for current year compared to $1,354 for the nine months ended September 2024.”
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Green = added, red = removed. Unchanged paragraphs, 1 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

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The following discussion provides information regarding regarding the results of operations for the six-monthnine-month period ended JuneSeptember 30, 2025 and 2024, and our financial condition, liquidity and capital resources as of JuneSeptember 30, 2025 and December 31, 2024. The financial statements and the notes thereto contain detailed information that should be referred to in conjunction with this discussion.

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Finally, our future results will depend upon upon various other risks and uncertainties, including, but not limited to, those detailed in our filings with the SEC under the Exchange Act Act and the Securities Act, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the period ended JuneSeptember 30, 2025. All forward-looking statements attributable to us or persons acting on our behalf behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere in this Quarterly Report. Other Other than as required under securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise

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The Company’s net loss was $188,757$273,663 for the the six-monthnine-month period ended JuneSeptember 30, 2025 compared to $177,103$261,676 for the six-monthnine-month period ended JuneSeptember 30, 2024. The expenses were primarily incurred for professional fees, consulting services related to the operations of the Company’s business, research and development and other general and administrative expenses. Significant changes from the prior six-monthnine-month period ended June September 30, 2025 include:

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Professional fees increased by $8,347$9,344 from $67,802$98,647 to $76,149$107,991 due to increases in auditing fees and legal billing associated with yearyear- end and interim reporting.

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Research and development expenditures slightly increased year over year with a change of $583$3,768 from $57,625$78,625 to $58,208$82,393 as the Company paid for molecule storage and consulting fees.fees but has no current research projects underway. The company continues to pursue research partners for cost sharing and engages in institutes with grants available for continued studies on our patented AAGP molecule.

Added

Share-based compensation was $Nil for current year compared to $1,354 for the nine months ended September 2024.

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The following summarizes our balance sheet at JuneSeptember 30, 2025 and December December 31, 2024:

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At JuneSeptember 30, 2025, we had $112$607 in cash and $1,162 $1,657 in total current assets and a negative working capital equity position of $(147,922225,539). Based upon our working capital equity as of JuneSeptember 30, 2025, we will require additional equity and/or debt financing in order to meet cash flow projections and carry forward our business objectives.

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Net cash used in operating activities remained flat, changingfell by $6,664 $41,873 from $138,691$177,808 to $132,027$135,935 for the six-monthsnine-months ended JuneSeptember 30, 2024, and 2025, respectively. With the year over year change change primarily from a change in accounts payable.

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Net cash used infor investing activities was $30,664$36,261 for the six-monthnine-month period ended JuneSeptember 30, 2025 while the Company had net cash used infor investing activities of $35,517$52,910 for the comparative period. The difference is attributable to a year-to-date decreasefluctuation in patent application billings for current year.

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Net cash provided by financing activities fell $38,500 $87,500 from $255,000$216,000 to $167,500$177,500 for the six-monthsnine-months ended JuneSeptember 30, 2024, and 2025, respectively. The decrease of funding from private placements placements through the firstthird halfquarter of 2025 reflects investor support for our slowing of operations and focus on finding financial partners for further research and development.

Reworded

Although management expects that our operations will will be influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during during the threenine months ended JuneSeptember 30, 2025.

PKTX insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

No Form 4 stock transactions in this period.

Well-known investors holding PKTX (13F)

None of the 59 investors we track reported a position in their latest 13F.

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