Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 15, 2019, the Board of Directors of
ProtoKinetix, Incorporated (the “Company”), amended the Amended 2017 Stock Option and Stock Bonus Plan (the “2017
Plan”) to increase the aggregate number of shares that may be issued under the 2017 Plan from 50,000,000 to 89,700,000 shares
subject to adjustment as provided in the 2017 Plan.
As of July 15, 2019, 76,700,000 options are
outstanding under the 2017 Plan.
Also on July 15, 2019, the Board of Directors
of the Company (the “Board”) canceled a total of 16,000,000 options previously granted to its CEO, a director, and
a consultant and granted a total of 16,000,000 new options under the 2017 Plan at an exercise price of $0.26 per share as follows:
Clarence Smith, President, CEO & Director (an option to purchase 5,000,000 shares); Edward McDonough, Director (an option to
purchase 1,000,000 shares); and Grant Young, a consultant (options to purchase 10,000,000 shares). Twenty-five percent of the shares
vest on October 13, 2019 and 25% vest every three months thereafter. The options expire on July 14, 2024. Prior to a change in
control of the Company, the vesting schedule of the option shall immediately accelerate so that the option is fully vested and
available for exercise.
In connection with the continued service of
certain directors, officers and consultants, on July 15, 2019 the Board granted options pursuant to the 2017 Plan to acquire shares
of common stock of the Company at an exercise price of $0.26 per share as follows: Mr. Smith (an option to purchase 5,000,000 shares);
Mr. McDonough (an option to purchase 2,000,000 shares); Michael Guzzetta, CFO (an option to purchase 4,000,000 shares); and Mr.
Young (options to purchase 5,000,000 shares). Twenty-five percent of the shares vest on October 13, 2019 and 25% vest every three
months thereafter. The options expire on July 14, 2024. Prior to a change in control of the Company, the vesting schedule of the
option shall immediately accelerate so that the option is fully vested and available for exercise. The Company also issued an option
under the 2017 Plan to a consultant to acquire 500,000 shares at an exercise price of $0.26 per share. The option is identical
to the others issued by the Board except that 250,000 shares vest on October 13, 2019 and 250,000 vest three months thereafter.
For these grants of options, no solicitation
was used and 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/or 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.
Item 5.05 Amendments to the Registrant’s
Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On July 8, 2019, the Board adopted a new Code
of Business Conduct and Ethics and Whistleblower Policy (“Code of Ethics”) which replaced in its entirety the Company’s
prior code of ethics. The Code of Ethics applies to all directors, officers, employees and consultants of the Company and amends
and restates the Company’s prior code of ethics to update certain provisions for business and regulatory developments and
to provide additional guidance and greater detail on certain issues such as conflicts of interest, reporting illegal or unethical
behavior, confidentiality and use of the Company’s assets, and hedging of Company securities.
The Board also approved an insider trading
policy, related party transactions policy, and policy on trading blackout periods, benefit plans and SEC reporting.
The above description
of the Code of Ethics does not purport to be complete and is qualified in its entirety by reference to the full text of the Code
of Ethics, which is filed herewith as Exhibit 14.1. A copy of the Code of Ethics and other corporate governance documents are available
on the Company’s website at www.protokinetix.com.