SC 13D/A 1 pktx_smith13da18.htm SCHEDULE 13D/A Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 18)*

PROTOKINETIX, INCORPORATED

(Name of Issuer)

Common Stock, par value $0.0000053 per share

(Title of Class of Securities)

743722100

(CUSIP Number)

Clarence E. Smith
1409 Peachtree Road
Dayton Beach, Florida 32114
(304) 299-5070 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

 

CUSIP No. 743722100

 

    
     
1.  

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

 Clarence E. Smith

    
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)    ☐

(b)    ☐

    
3.  

SEC USE ONLY

 

    
4.  

SOURCE OF FUNDS (see instructions)

 

 PF, SC

 

    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐    
6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United States

    
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.  

SOLE VOTING POWER

 

93,337,0921

  8.  

SHARED VOTING POWER

 

N/A

  9.  

SOLE DISPOSITIVE POWER

 

93,337,092

  10.  

SHARED DISPOSITIVE POWER

 

N/A

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

93,337,092

    
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

(see instructions)    ☐

 

    
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

25.9%

    
14.  

TYPE OF REPORTING PERSON (see instructions)

 

IN

    

 ___________________________

 1 Includes 43,964,443 shares of common stock held by Mr. Smith personally; 13,572,649 shares held in Mr. Smith’s trust; 1,850,000 held in Mr. Smith’s retirement account; 32,350,000 shares owned directly by Mr. Smith by virtue of holding options exercisable in accordance with Rule 13d-1; and 1,600,000 shares owed directly by Mr. Smith by virtue of holding warrants exercisable in accordance with Rule 13d-1.

 
 

 

This Amendment No. 18 to Schedule 13D, dated February 15, 2023 (this “Amendment No. 18”), is being filed by the undersigned to amend the Schedule 13D originally filed on March 24, 2014 (the “Original 13D”), Amendment No. 1 to the Original 13D filed on July 8, 2015, Amendment No. 2 filed on May 5, 2016, Amendment No. 3 filed on July 11, 2016, Amendment No. 4 filed on September 19, 2016, Amendment No. 5 filed on November 7, 2016, Amendment No. 6 filed on December 7, 2016, Amendment No. 7 filed on December 22, 2016, Amendment No. 8 filed on December 23, 2016, Amendment No. 9 filed on January 17, 2018, Amendment No. 10 filed on June 12, 2018, Amendment No. 11 filed on January 17, 2019, Amendment No. 12 filed on April 16, 2019, Amendment No. 13 filed on July 17, 2019, Amendment No. 14 filed on April 1, 2020, Amendment No. 15 filed on August 7, 2020, Amendment No. 16 filed on August 6, 2021, and Amendment No. 17 filed on March 21, 2022. This Amendment No. 18 relates to the common stock, $0.0000053 par value, of ProtoKinetix, Incorporated (“ProtoKinetix” or the “Company”). This Amendment No. 18 is being filed by Mr. Smith to report an increase in his beneficial ownership of common stock due to the acquisition of additional common stock and stock options of ProtoKinetix in private placements in accordance with Rule 13d-2(a). Except as set forth herein, the Original Schedule 13D is unmodified.

 

ITEM 1. SECURITY AND ISSUER

 

The principal executive offices of ProtoKinetix are presently located at 109 W. Main St., Dalton, Ohio 45618.

 

ITEM 2. IDENTITY AND BACKGROUND

 

(c) Oil and gas industry entrepreneur. Mr. Smith’s primary occupation is President, Chief Executive Officer and Director of ProtoKinetix. ProtoKinetix’s principal address is 109 W. Main St., Dalton, Ohio 45618.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

On March 30, 2022, Mr. Smith acquired 600,000 shares of common stock of ProtoKinetix pursuant to a private placement at a price per share of $0.05 and a warrant to purchase 600,000 shares of common stock exercisable at $0.05 per share.

 

On July 11, 2022, Mr. Smith acquired 2,666,667 shares of common stock of ProtoKinetix pursuant to a private placement at a price per share of $0.03.

 

On September 29, 2022, Mr. Smith acquired 3,333,333 shares of common stock of ProtoKinetix pursuant to a private placement at a price per share of $0.03.

 

On December 7, 2022, Protokinetix cancelled options to purchase a total of 32,350,000 of shares of common stock with exercise prices between $0.06 to $0.11. Mr. Smith was granted options to purchase a total of 32,350,000 shares of common stock with an exercise price of $0.028 per share pursuant to the 2017 Plan, all of which were vested except for 3,562,500 options vesting on December 31, 2022.

 

On December 8, 2022, Mr. Smith acquired 2,250,000 shares of common stock of ProtoKinetix pursuant to a private placement at a price per share of $0.025.

 

Between December 14, 2022 and December 21, 2022, Mr. Smith acquired a total of 337,489 shares of common stock of ProtoKinetix on the open market at a price per share ranging from $0.0270 to $0.033 per share.

 

On December 18, 2022, a warrant to purchase 216,666 shares of common stock of ProtoKinetix at a price per share of $0.12 per share expired.

 

On December 30, 2022, Mr. Smith acquired 1,850,000 shares of common stock of ProtoKinetix pursuant to a private placement at a price per share of $0.02.

 

On January 23, 2023, Mr. Smith acquired 2,000,000 shares of common stock of ProtoKinetix pursuant to a private placement at a price per share of $0.02.

 

ITEM 4. PURPOSE OF THE TRANSACTION

 

No change.

 

 

 
 

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

(a)             Mr. Smith beneficially owns 93,337,092 shares of common stock of ProtoKinetix which amounts to approximately 25.9% of the total number of common shares currently outstanding, of which 43,964,443 are owned directly by Mr. Smith, or held in a brokerage account for his benefit, 13,572,649 shares are owned indirectly by Mr. Smith through his trusts, 1,850,000 are owned indirectly by Mr. Smith through his retirement account, 32,350,000 shares are owned directly by Mr. Smith by virtue of holding options exercisable in accordance with Rule 13d-1, and 1,600,000 shares are owned directly by Mr. Smith by virtue of holding warrants exercisable in accordance with Rule 13d-1.

(b)               Mr. Smith has sole voting and dispositive power over 93,337,092 shares of common stock of ProtoKinetix.

(c)                Please see Item 3 above for a description of securities transactions.

(d)               No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock described herein, except as described in Item 6, below.

(e)                Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER.

 

No change.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

No change.

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 15, 2023 /s/ Clarence E. Smith
    Clarence E. Smith, CEO & Director