Item 3.02 Recent Sales of Unregistered Securities

On March 18, 2022, ProtoKinetix, Incorporated (the "Company") issued 1,000,000 units (each unit equal to one share of common stock and one warrant to purchase one share of common stock at an exercise price of $0.05) to Clarence Smith, an accredited investor in a private placement for gross proceeds of $50,000. No solicitation was used in the offering. The Company relied on the exemption from registration available under Section 4(a)(2) of 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. A Form D will be filed no later than 15 days from March 18, 2022.

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

On March 15, 2022, the Board of Directors (the "Board") of the Company amended the Company's Amended 2017 Stock Option and Stock Bonus Plan (the "2017 Plan") to increase the number of shares of common stock of the Company reserved for issuance under the 2017 Plan from 89,700,000 to 97,700,000 to allow for further equity awards to the Company's consultants.

On March 15, 2022, in connection with the continued service of certain directors, officers and consultants, the Board granted options pursuant to the 2017 Plan, as amended, to acquire shares of common stock of the Company as follows:

· Clarence Smith (Director and CEO): Granted options to purchase 4,750,000 shares


   of common stock of the Company at an exercise price of $0.06 per share. Options
   to purchase 1,187,500 shares vest on March 31, 2022; thereafter, 1,187,500 vest
   every three months.

· Michael Guzzetta (CFO): Granted options to purchase 1,500,000 shares of common


   stock of the Company at an exercise price of $0.06 per share. Options to
   purchase 375,000 shares vest on March 31, 2022; thereafter, 375,000 vest every
   three months.

· Ed McDonough (Director): Granted options to purchase 500,000 shares of common


   stock of the Company at an exercise price of $0.06 per share. Options to
   purchase 125,000 shares vest on March 31, 2022; thereafter, 125,000 vest every
   three months.

· Grant Young (Consultant): Granted options to purchase 2,000,000 shares of


   common stock of the Company at an exercise price of $0.06 per share. Options to
   purchase 500,000 shares vest on March 31, 2022; thereafter, 500,000 vest every
   three months.

· Simon Shaw (Consultant): Granted options to purchase 250,000 shares of common


   stock of the Company at an exercise price of $0.06 per share. Options to
   purchase 62,500 shares vest on March 31, 2022; thereafter, 62,500 vest every
   three months.

· Keith Brunt (Consultant): Granted options to purchase 1,000,000 shares of


   common stock of the Company at an exercise price of $0.06 per share. Options to
   purchase 250,000 shares vest on March 31, 2022; thereafter, 250,000 vest every
   three months.

The above listed options expire on March 14, 2030.

To date 94,690,000 options have been granted and remain outstanding under the 2017 Plan.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit Number   Description
4.1                Amendment to ProtoKinetix, Incorporated Amended 2017 Stock
                 Option and Stock Bonus Plan.
104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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