PKTX 10-Q
ProtoKinetix, Inc. (PKTX)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
For the quarterly period
ended
OR
For the transition period from _____________ to ___________________.
Commission File Number:
|
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices, including zip code) |
| (Registrant’s telephone number, including area code:
|
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| N/A |
Securities registered pursuant to Section 12(b) of the Act:
$0.0000053 par value common stock
Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. ☒
Indicate by check
mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller
reporting company | ||
| Emerging growth company
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of November 10, 2021, there were shares of ProtoKinetix, Incorporated common stock that were issued and outstanding.
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PROTOKINETIX, INCORPORATED
TABLE OF CONTENTS
| PART I | |
| FINANCIAL INFORMATION | |
| Item 1. Financial Statements | 3 |
| Unaudited Balance Sheets | 3 |
| Unaudited Statements of Operations | 4 |
| Unaudited Statement of Stockholders’ Equity | 5 |
| Unaudited Statements of Cash Flows | 7 |
| Notes to Unaudited Financial Statements | 8 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 23 |
| Item 4. Controls and Procedures | 24 |
| PART II | |
| OTHER INFORMATION | |
| Item 1. Legal Proceedings | 25 |
| Item 1A. Risk Factors | 25 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 25 |
| Item 3. Defaults Upon Senior Securities | 26 |
| Item 4. Mine Safety Disclosure | 26 |
| Item 5. Other Information | 26 |
| Item 6. Exhibits | 27 |
| Signatures | 28 |
| 2 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
| September 30, 2021 | December 31, 2020 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses (Note 3) | ||||||||
| Total current assets | ||||||||
| Intangible assets (Note 4) | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Total current liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ par value; common shares authorized; and shares issued and outstanding as at September 30, 2021 and December 31, 2020 respectively (Note 7) | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
Basis of Presentation – Going Concern Uncertainties (Note 1)
Commitments and Contingency (Note 9)
See Notes to Financial Statements
| 3 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three and Nine Months Ended September 30, 2021, and 2020
| Three months
ended September 30, 2021 | Three months
ended September 30, 2020 | Nine months
ended September 30, 2021 | Nine months
ended September 30, 2020 | |||||||||||||
| EXPENSES | ||||||||||||||||
| Amortization – intangible assets (Note 4) | $ | $ | $ | $ | ||||||||||||
| General and administrative | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Research and development | ||||||||||||||||
| Share-based compensation (Notes 5 and 8) | ||||||||||||||||
| Total Expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss for the period | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per common share (basic and diluted) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding (basic and diluted) | ||||||||||||||||
See Notes to Financial Statements
| 4 |
PROTOKINETIX, INCORPORATED
STATEMENT OF STOCKHOLDERS’ EQUITY
(Unaudited)
For the Period from December 31, 2020 to September 30, 2021
| Common Stock | Additional Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | capital | deficit | Total | ||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock pursuant to private placement offering | ||||||||||||||||||||
| Issuance of common stock pursuant to warrant exercise | ||||||||||||||||||||
| Issuance of common stock pursuant to cashless option exercise | ( | ) | ||||||||||||||||||
| Fair value of share-based compensation | — | |||||||||||||||||||
| Net loss for the period | — | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance, June 30, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock pursuant to private placement offering | ||||||||||||||||||||
| Issuance of common stock pursuant to warrant exercise | ||||||||||||||||||||
| Fair value of share-based compensation | — | |||||||||||||||||||
| Net loss for the period | — | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| 5 |
PROTOKINETIX, INCORPORATED
STATEMENT OF STOCKHOLDERS’ EQUITY
(Unaudited)
For the Period from December 31, 2020 to September 30, 2021
| Common Stock | Additional Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | capital | deficit | Total | ||||||||||||||||
| Balance, December 31, 2019 | $ | $ | ( | ) | $ | |||||||||||||||
| Issuance of common stock pursuant to private placement offering | ||||||||||||||||||||
| Fair value of share-based compensation | — | |||||||||||||||||||
| Net loss for the period | — | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2020 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance, June 30, 2020 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock pursuant to private placement offering | ||||||||||||||||||||
| Fair value of share-based compensation | — | |||||||||||||||||||
| Net loss for the period | — | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2020 | $ | $ | $ | ( | ) | $ |
See Notes to Financial Statements
| 6 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended September 30, 2021 and 2020
| Nine months ended September 30, 2021 | Nine months ended September 30, 2020 | |||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | ||||||||
| Net loss for the period | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Amortization – intangible assets | ||||||||
| Fair value of share-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS USED IN INVESTING ACTIVITIES | ||||||||
| Purchase of intangible assets | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Issuance of common stock for cash | ||||||||
| Net cash from financing activities | ||||||||
| Net change in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
See Notes to Financial Statements
| 7 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2021
Note 1. Basis of Presentation – Going Concern Uncertainties
ProtoKinetix, Incorporated (the “Company”), a development stage company, was incorporated under the laws of the State of Nevada on December 23, 1999. The Company is a medical research company whose mission is the advancement of human health care.
The Company is currently
researching the benefits and feasibility of synthesized Antifreeze Glycoproteins (“AFGP”) or anti-aging glycoproteins, trademarked
AAGP®. During the year ended December 31, 2015, the Company acquired certain patents and rights for cash consideration
of $
The Company’s financial statements are prepared consistent with accounting principles generally accepted in the United States applicable to a going concern.
The Company has not developed a commercially viable product, has not generated any significant revenue to date, and has incurred losses since inception, resulting in a net accumulated deficit at September 30, 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company needs additional working capital to continue its medical research or to be successful in any future business activities and continue to pay its liabilities. Therefore, continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to accomplish its objective. Management is presently engaged in seeking additional working capital through equity financing or related party loans.
In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, has adversely affected workforces, economies, and financial markets globally. The Company survived the adverse affects of the 2020 Covid-19 outbreak and as at September 30, 2021 continues to carry out operations including raising funds for ongoing research and product development.
The accompanying financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company fail in any of the above objectives and is unable to operate for the coming year.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted below. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K, filed March 5, 2021, with the Securities and Exchange Commission. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.
| 8 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2021
Note 2. Summary of Significant Accounting Policies (cont’d)
Use of Estimates
Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates as to valuation of equity related instruments issued, deferred income taxes, and the useful life and impairment of intangible assets.
Cash
Cash consists of funds held in checking accounts. Cash balances may exceed federally insured limits from time to time.
Fair Value of Financial Instruments
Financial instruments, which includes cash and accounts payable and accrued liabilities, are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments.
The Company measures the fair value of financial assets and liabilities pursuant to ASC 820 “Fair Value Measurements and Disclosures” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The policy describes three levels of inputs that may be used to measure fair value:
Level 1 – quoted prices in active markets for identical assets or liabilities
Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
Level 1 inputs are used to measure cash. At September 30, 2021, there were no other assets or liabilities subject to additional disclosure.
Income Taxes
The Company accounts for income taxes following the assets and liability method in accordance with the ASC 740 “Income Taxes.” Under such method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company applies the accounting guidance issued to address the accounting for uncertain tax positions. This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that the asset is expected to be recovered or the liability settled.
| 9 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2021
Note 2. Summary of Significant Accounting Policies (cont’d)
Intangible assets – patent and patent application costs
The Company owns intangible assets consisting of certain patents and patent applications. Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are recognized in profit or loss as incurred.
As at September 30, 2021, the Company does not hold any intangible assets with indefinite lives.
Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization method and amortization period of an intangible asset with a finite life is reviewed at least annually.
Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of the Company’s patents. No amortization is recognized on patent application costs, as amortization of these costs will only commence once the patents have been granted.
Research and Development Costs
Research and development costs are expensed as incurred.
Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. The effect of stock options (September 30, 2020 – ), and warrants (September 30, 2020 – ) were not included in the computation of diluted earnings per share for all periods presented because it was anti-dilutive due to the Company’s losses.
The Company has granted warrants and options to purchase shares of the Company’s common stock to various parties for consulting services. The fair values of the warrants and options issued have been estimated using the Black-Scholes Option Pricing Model.
The Company accounts for stock compensation with persons classified as employees for accounting purposes in accordance with ASC 718 “Compensation – Stock Compensation”, which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. Cliff Vesting is used and awards vest on the last day of the vesting period. The fair value of stock options is determined using the Black-Scholes Option Pricing Model. The fair value of common shares issued for services is determined based on the Company’s stock price on the date of issuance.
| 10 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2021
Note 2. Summary of Significant Accounting Policies (cont’d)
Share-Based Compensation (cont’d)
Share-based compensation for non-employees in exchange for goods and services used or consumed in an entity’s own operations are also recorded at fair value on the measurement date and accounted for in accordance with ASC 718. The measurement of share-based compensation is subject to periodic adjustment as the underlying instruments vest. The fair value of stock options is estimated using the Black-Scholes Option Pricing Model and the compensation charges are amortized over the vesting period.
Common stock
Common stock issued for non-monetary consideration are recorded at their fair value on the measurement date and classified as equity. The measurement date is defined as the earliest of the date at which the commitment for performance by the counterparty to earn the common shares is reached or the date at which the counterparty’s performance is complete.
Transaction costs directly attributable to the issuance of common stock, units and stock options are recognized as a deduction from equity, net of any tax effects.
Related Party Transactions
A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Recent Accounting Pronouncements
Certain new accounting pronouncements that have been issued are not expected to have a material effect on the Company’s financial statements.
| 11 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2021
Note 3. Prepaid Expenses
The following summarizes the Company’s prepaid expenses outstanding as at September 30, 2021 and December 31, 2020:
| September 30, 2021 | December 31, 2020 | |||||||
| Rental deposit | $ | $ | ||||||
| Total | $ | $ | ||||||
| 12 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2021
Note 4. Intangible Assets
Intangible asset transactions are summarized as follows:
| Patent Rights | Patent Application Rights | Total | ||||||||||
| Cost | ||||||||||||
| Balance, December 31, 2019 | $ | $ | $ | |||||||||
| Additions | ||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | |||||||||
| Additions | ||||||||||||
| Balance, September 30, 2021 | $ | $ | $ | |||||||||
| Accumulated amortization | ||||||||||||
| Balance, December 31, 2019 | $ | $ | $ | |||||||||
| Amortization | ||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | |||||||||
| Amortization | ||||||||||||
| Balance, September 30, 2021 | $ | $ | $ | |||||||||
| Net carrying amounts | ||||||||||||
| December 31, 2020 | $ | $ | $ | |||||||||
| September 30, 2021 | $ | $ | $ | |||||||||
During the year ended
December 31, 2015, the Company entered into an Assignment of Patents and Patent Application (effective January 1, 2015) (the “Patent
Assignment”) with the Institut National des Sciences Appliquees de Rouen (“INSA”) for the assignment of certain patents
and all rights associated therewith (the “Patents”). The Company and INSA had previously entered into a licensing agreement
for the Patents in August 2004. The Patent Assignment transfers all of the Patents and rights associated therewith to the Company upon
payment to INSA in the sum of $
During the year ended
December 31, 2015, the Company entered into a Technology Transfer Agreement with Grant Young for the assignment of his
The remaining 50% ownership of the Patent Application Rights was acquired from the Governors of the University of Alberta in exchange for a future gross revenue royalty.
| 13 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2021
Note 4. Intangible Assets (cont’d)
During the year ended
December 31, 2016, the Company entered into a Universal Assignment with Grant Young for the assignment of his ownership of certain new
and useful improvements in an invention entitled “Use of Anti-Aging Glycoprotein for Enhancing Survival of Neurosensory Precursor
Cells” (the “New Patent Application Rights”). In exchange for the New Patent Application Rights, the Company
agreed to pay $1 (paid). The Company incurred $
No amortization was recorded on the Patent Application Rights to September 30, 2021.
Note 5. Stock Options
Pursuant to an amendment on April 6, 2020, the aggregate number of shares that may be issued under the 2017 Stock Option and Stock Bonus Plan (the “2017 Plan”) is 85,700,000 shares, subject to adjustment as provided therein. The 2017 Plan is administered by the Company’s Board of Directors, or a committee appointed by the Board of Directors, and includes two types of options. Options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, are referred to as incentive options. Options that are not intended to qualify as incentive options are referred to as non-qualified options. The exercise price of an option may be paid in cash, in shares of the Company's common stock or other property having a fair market value equal to the exercise price of the option, or in a combination of cash, shares, other securities and property.
As of September 30, 2021, there are options granted and outstanding under the 2017 Plan.
| 14 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2021
Note 5. Stock Options (cont’d)
Stock option transactions are summarized as follows:
| Number of Stock Options | Weighted Average Exercise Price | Weighted Average Remaining Life | ||||||||||
| $ | (Years) | |||||||||||
| Outstanding, December 31, 2020 | ||||||||||||
| Options cancelled | ( | ) | ||||||||||
| Options exercised | ( | ) | ||||||||||
| Options granted | ||||||||||||
| Outstanding, September 30, 2021 | ||||||||||||
| Number of Stock Options | Weighted Average Exercise Price | Weighted Average Remaining Life | ||||||||||
| $ | (Years) | |||||||||||
| Outstanding, December 31, 2019 | ||||||||||||
| Options cancelled | ( | ) | ||||||||||
| Options expired | ( | ) | ||||||||||
| Options granted | ||||||||||||
| Outstanding, September 30, 2020 | ||||||||||||
On August 4, 2021, the Company cancelled of previously granted stock options and granted 74,500,000 replacement stock options with an exercise price of $ and term of 6 years. The replacement stock options were accounted for as a modification of the terms of the cancelled award, with the incremental cost being measured as the excess of the fair value of the replacement options over the fair value of the cancelled options at the cancellation date. The incremental fair value of the modification was determined using the Black-Scholes option pricing model. The replacement options were vested at grant date and the incremental fair value of $ recognized in the current period. The following assumptions were used to calculate the fair value of the modified stock options:
| Market Price | $ | |||
| Risk-free interest | % | |||
| Dividend yield | % | |||
| Stock price volatility | % | |||
| Expected forfeiture rate | % | |||
| Expected life |
During the nine month period ended September 30, 2021 the Company granted:
options for shares of common stock exercisable at $0.18 per share, expiring April 15, 2027.
options for shares of common stock exercisable at $0.11 per share, expiring Aug 3, 2028
The CFO of the Company exercised options for shares of common stock at $ per share.
| 15 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2021
Note 5. Stock Options (cont’d)
Total share-based compensation for stock options vested during the period September 30, 2021 was $ including modification (2020 - $). The fair values of the stock options granted during the nine month period ended September 30, 2021 and 2020 were estimated using the Black-Scholes Option Pricing Model, based on the following weighted average assumptions:
| September 30, 2021 | September 30, 2020 | |||||||
| Risk-free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Expected stock price volatility | % | % | ||||||
| Expected forfeiture rate | % | % | ||||||
| Expected life | years | years | ||||||
The following non-qualified stock options were outstanding and exercisable at September 30, 2021:
| Expiry date | Exercise Price | Number of Options Outstanding |
Number of Options Exercisable | |||||||||
| $ | ||||||||||||
As at September 30, 2021, the aggregate intrinsic value of the Company’s stock options is $, (December 31, 2020 – $). The weighted average fair value of stock options granted during the nine month period ended September 30, 2021 is $ (2020 - $).
| 16 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2021
Note 6. Warrants
Warrant transactions for the nine months ended September 30, 2021, are summarized as follows:
| Number of Warrants | Weighted Average Exercise Price | |||||||
| $ | ||||||||
| Outstanding, December 31, 2020 | ||||||||
| Warrants granted | ||||||||
| Warrants exercised | ( | ) | ||||||
| Outstanding, September 30, 2021 | ||||||||
The following warrants were outstanding and exercisable as at September 30, 2021:
| Number of Warrants | Exercise Price | Expiry Date | ||||||
| $ | ||||||||
| 17 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2021
Note 7. Stockholders’ Equity
The Company is authorized
to issue (December 31, 2020 – ) shares of $ par value common stock. Each holder of common stock
has the right to one vote but does not have cumulative voting rights. Shares of common stock are not subject to any redemption or sinking
fund provisions, nor do they have any preemptive, subscription or conversion rights. Holders of common stock are entitled to receive
dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of
all classes of stock outstanding having priority rights as to dividends.
During the nine month period ended September 30, 2021, the Company:
| a) | Issued
units (each unit consisting of one share of common stock and one warrant to purchase one share of common stock at $)
as part of a private placement for total proceeds of $ |
| b) | Issued
shares of common stock at $ as part of a private placement for total proceeds
of $ |
| c) | Issued
units (each unit consisting of one share of common stock and one warrant to purchase one share of common stock at $)
as part of a private placement for total proceeds of $ |
| d) | Issued
|
| e) | Issued shares of common stock to the CFO pursuant to a cashless exercise of stock options. |
During the nine month period ended September 30, 2020, the Company:
| a) | Issued
shares of common stock to investors at $ for gross proceeds of $ |
| b) | Issued
shares of common stock to investors at $ for gross proceeds of $ |
| c) | Issued
shares of common stock to investors at $ for gross proceeds of $ |
Note 8. Related Party Transactions and Balances
During the nine month periods ended September 30, 2021 and 2020, the Company entered into the following related party transactions:
a)
Pursuant to a consulting agreement with an effective date of November 14, 2017, a total of $
b)
On March 26, 2020, the Company cancelled and concurrently replaced stock options and
c)
June 12, 2020, the Company cancelled stock options previously issued in July 2019 to the Company’s CFO and replaced them
with
d)
On August 4, 2021, the Company cancelled and concurrently replaced stock options previously issued to the Company’s
CEO and a Director of the Company from 2018 to 2020. The modification incremental fair value of $
e)
On August 4, 2021, the Company cancelled and concurrently replaced stock options previously issued to the Company’s CFO
and a Director of the Company from 2019 to 2020. The modification incremental fair value of $
f)
On August 4, 2021, the Company cancelled and concurrently replaced
stock options previously issued to a director of the Company from 2018 to 2020. The modification incremental fair value of $
g) The Company recognized
$ including modification (2020 - $ in share-based compensation during the period associated with stock options granted
to key management personnel. The incremental fair value of modifications to stock options for key management was $
As at September 30, 2021 and December 31, 2020, there were $nil balances owing to related parties.
| 18 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2021
Note 9. Commitments and Contingency
As at September 30, 2021, the Company has the following commitments:
a)
Entered into a consulting agreement with an effective date of January 1, 2017 whereby the Company would pay the consultant $
b)
Entered into a consulting agreement effective January 1, 2018, whereby the Company would pay the consultant $
c)
Entered into a consulting agreement effective April 1, 2019, whereby the Company would pay the consultant $
d) Entered into a consulting agreement effective September 1, 2020, whereby the Company would pay the consultant CAD $3,000 per month for a term of 1 year for providing technical expertise and public relations services, unless otherwise terminated by either party with at least 30 days’ notice.
Contingency
The Company was delinquent in filing certain income tax returns with the U.S. Internal Revenue Service and reports disclosing its interest in foreign bank accounts on form TDF 90-22.1, "Report of Foreign Bank and Financial Accounts" ("FBARs"). In September 2015, the Company filed the delinquent income tax returns and has sought waivers of any penalties under the IRS Offshore Voluntary Disclosure Program for late filing of the returns and FBARs. Under the program, the IRS has indicated that it will not impose a penalty for the failure to file delinquent income tax returns if there are no under reported tax liabilities. On November 30, 2017, the Company received a letter from the IRS concluding their review of the Company's tax returns under the program and accepting the returns as filed. No penalties have been assessed by the IRS to date, and management does not believe that the Company will incur any penalties relating to the tax years submitted under the program.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless the context requires otherwise, references in this document to “ProtoKinetix”, “we”, “our”, “us” or the “Company” are to ProtoKinetix, Incorporated.
The following discussion provides information regarding the results of operations for the nine month period ended September 30, 2021 and 2020, and our financial condition, liquidity and capital resources as of September 30, 2021 and December 31, 2020. The financial statements and the notes thereto contain detailed information that should be referred to in conjunction with this discussion.
Cautionary Note Regarding Forward-Looking Statements
The information discussed in this Quarterly Report on Form 10-Q include “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). All statements, other than statements of historical facts, included herein and therein concerning, among other things, planned capital expenditures, future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, business strategy and other plans and objectives for future operations, are forward looking statements. These forward looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases. Although we believe that the expectations reflected in these forward looking statements are reasonable, they do involve certain assumptions, risks and uncertainties and are not (and should not considered to be) guarantees of future performance. Our results could differ materially from those anticipated in these forward looking statements as a result of certain factors, including, among others:
| • | Our capital requirements and the uncertainty of being able to obtain additional funding on terms acceptable to us; |
| • | Our plans to develop and commercialize products from the AAGP® molecule; |
| • | Ongoing testing of the AAGP® molecule; |
| • | Our intellectual property position; |
| • | Our commercialization, marketing and manufacturing capabilities and strategy; |
| • | Our ability to retain key members of our senior management and key scientific consultants; |
| • | The effects of competition; |
| • | Our potential tax liabilities resulting from conducting business in the United States and Canada; |
| • | The effect of further sales or issuances of our common stock and the price and volume volatility of our common stock; and |
| • | Our common stock’s limited trading history. |
Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our filings with the SEC under the Exchange Act and the Securities Act, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. All forward looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere in this Quarterly Report. 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.
Business Overview
ProtoKinetix, Incorporated is a research and development stage bio-technology company focused on scientific medical research of AFGPs (Anti-Freeze Glycoproteins) or anti-aging glycoproteins, trademarked as AAGP®. The Company has recently been in the process of directing major efforts to the practical side of commercial validation. The commercial applications for AAGP® in large markets such as targeted health care solutions are numerous, and ProtoKinetix is currently working with researchers, business leaders and advisors and commercial entities to bring AAGP® to market.
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In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn.
As
of the date of this filing, the Company has regained a significant portion of its operational capacity and we continue to move forward
with our research goals. Our supply of the patented AAGP® molecule has been manufactured and stored in the United States and we have
adequate inventory to carry out the projects currently underway. The Company engages contract research organizations (CROs) located in
both the United States and Canada. The CROs contracted by the Company for research projects have been able to meet milestone goals without
disruption due to the pandemic. We cannot predict future disruptions to the Company which may occur due to the spread of COVID-19. We
continue to monitor the status of the pandemic and will adjust our strategy accordingly in order to mitigate the impact on our research
projects.
Results of Operations
The following table shows selected financial data and operating results for the periods noted. Following the table, please see management’s discussion of significant changes.
| For the Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2021 | 2020 | |||||||
| Revenues | $ | — | $ | — | ||||
| Cost of Sales | — | — | ||||||
| Gross (Loss) Profit | — | — | ||||||
| Operating Expenses | ||||||||
| Amortization | $ | 2,250 | $ | 2,250 | ||||
| General and Administrative | 278,308 | 174,480 | ||||||
| Professional Fees | 89,479 | 116,112 | ||||||
| Research and Development | 250,419 | 438,544 | ||||||
| Share-Based Compensation | 1,314,700 | 6,331,290 | ||||||
| Total Operating Expenses | 1,935,156 | 7,062,676 | ||||||
| Loss from Operations | (1,935,156 | ) | (7,062,676 | ) | ||||
| Net Loss | $ | (1,935,156 | ) | (7,062,676 | ) | |||
Revenues
We had no revenues for the nine month periods ended September 30, 2021 and 2020.
Gross Profit and Expenses
The Company’s net loss was $1,935,156 for the nine month period ended September 30, 2021 compared to $7,062,676 for the nine month period ended September 30, 2020. These 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 nine month period include:
General and administrative fees increased by $103,828 from $174,480 to $278,308 primarily as a result of an increase in spending on a targeted marketing plan and evaluation of potential product lines.
Research and development significantly decreased year over year with a change of $188,125 from $438,544 to $250,419. Contract research facilities, slowly recovering from 2020 Covid restrictions, increased capacity for research and the Phase I trials at the University of Alberta, Edmonton, Alberta, Canada have been resumed. However, the Company reduced R&D spending for the period and focused on targeted marketing and product studies.
Share-based compensation decreased dramatically by $5,016,590 from $6,331,290 to $1,314,700 primarily as a result of a decrease in stock options granted to management during the period. On August 4, 2021, there were 3,890,000 stock options granted to management, directors and some consultants.
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Liquidity and Capital Resources
The following summarizes our statements of cash flows at September 30, 2021 and December 31, 2020:
| September 30, 2021 | December 31, 2020 | |||||||
| Cash | $ | 145,299 | $ | 193,445 | ||||
| Working Capital | $ | 138,299 | $ | 149,535 | ||||
At September 30, 2021, we had $145,299 in cash and $146,349 in total current assets. As of September 30, 2021, we had a positive working capital equity position of $138,299. Based upon our working capital equity we will require additional equity and/or debt financing in order to meet cash flow projections and carry forward our business objectives.
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 new business. The failure to secure adequate outside funding would have an adverse effect on our plan of operation and results therefrom and a corresponding negative impact on stockholder liquidity.
Sources and Uses of Cash
Net Cash Used in Operating Activities
Net cash used in operating activities decreased by $93,490 from $749,656 to $656,166 for the nine months ended September 30, 2020 and 2021, respectively. This change was predominantly due to lower research spending, although partly offset by increased marketing costs.
Net Cash Used in Investing Activities
Net cash used in investing activities was $66,981 for the nine month period ended September 30, 2021 while the Company had net cash used in investing activities of $45,380 for the comparative period. The difference is attributable to an increase in the purchase and maintenance of intangible assets. Intangible assets consist of an expanding international patent portfolio.
Net Cash Provided by Financing Activities
Net cash provided by financing activities increased by $212,551 from $462,450 to $675,001 for the nine months ended September 30, 2020 and 2021, respectively due to an increase of funding from private placements and the exercise of warrants.
Going Concern
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”), which contemplate continuation of the Company as a going concern. The history of losses and the inability for the Company to make a profit from selling a good or service has raised substantial doubt about our ability to continue as a going concern. In spite of the fact that the current cash obligations of the Company are relatively minimal, given the cash position of the Company, we have very little cash to operate. We intend to fund the Company and attempt to meet corporate obligations by selling common stock. However, the price and volume of the Company’s common stock is volatile.
Off-Balance Sheet Arrangements
None.
Contractual Obligations
As a smaller reporting company, we are not required to provide the information required by paragraph (a)(5) of this Item.
Critical Accounting Policies
The preparation of financial statements in conformity with U.S. GAAP requires management to make a variety of estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and (ii) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements.
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Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of operation and/or financial condition. Our significant accounting policies are disclosed in Note 2 to the Financial Statements included in this Form 10-Q.
While all of the significant accounting policies are important to the Company’s financial statements, the following accounting policies and the estimates derived there from have been identified as being critical.
Share-Based Compensation
The Company accounts for stock compensation with persons classified as employees for accounting purposes in accordance with ASC 718 “Compensation – Stock Compensation”, which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. Cliff Vesting is used and awards vest on the last day of the vesting period. The fair value of stock options is determined using the Black-Scholes Option Pricing Model. The fair value of common shares issued for services is determined based on the Company’s stock price on the date of issuance.
Share-Based Compensation for non-employees in exchange for goods and services used or consumed in an entity’s own operations are also recorded at fair value on the measurement date and accounted for in accordance with ASC 718. The measurement of share-based compensation is subject to periodic adjustment as the underlying instruments vest. The fair value of stock options is estimated using the Black-Scholes Option Pricing Model and the compensation charges are amortized over the vesting period.
Sales and Marketing
The Company is currently not selling or marketing any products.
Inflation
Although management expects that our operations will be influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the nine months ended September 30, 2021.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
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.
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Item 4: Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (the “1934 Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated to management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, under the direction of our Chief Executive Officer (who is our principal executive officer), and Chief Financial Officer (who is our principal accounting officer) has evaluated the effectiveness of our disclosure controls and procedures as required by 1934 Act Rule 13a-15(b) as of September 30, 2021 (the end of the period covered by this report). Based on that evaluation, our principal executive officer and our principal accounting officer concluded that these disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
The Company, including its Chief Executive Officer and Chief Financial Officer, does not expect that its internal controls and procedures will prevent or detect all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the 1934 Act) during the nine months ended September 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Other than previously reported, the Company and its management are not aware of any regulatory or legal proceedings or investigations pending involving the Company, any of its subsidiaries or affiliates, or any of their respective officers, directors or employees.
Item 1A. Risk Factors
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, 2020 as filed with the SEC on March 5, 2021 and the Form 10-Q for the quarter ended March 31, 2021 as filed with the SEC on April 16, 2021
We face significant business disruption and related risks resulting from the COVID-19 pandemic, which could have a material adverse effect on our business and results of operations.
The ongoing and developing COVID-19 pandemic has caused a broad impact globally. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, any resulting recession or economic slowdown will have a negative impact on our business and results of operations.
As of the date of this filing, the Company has regained a significant portion of its operational capacity and we continue to move forward with our research goals. Our supply of the patented AAGP® molecule has been manufactured and stored in the United States and we have adequate inventory to carry out the projects currently underway. The Company engages contract research organizations (CROs) located in both the United States and Canada. The CROs contracted by the Company for research projects have been able to meet milestone goals without disruption due to the pandemic. We cannot predict future disruptions to the Company which may occur due to the spread of COVID-19. We continue to monitor the status of the pandemic and will adjust our strategy accordingly in order to mitigate the impact on our research projects.
In addition, any significant disruption of global financial markets, reducing our ability to access capital, could negatively affect our liquidity and ability to continue operations. The exact impact is and will remain unknown and largely dependent upon future developments, including but not limited to information on the duration and spread of COVID-19, changes in customer demand, additional mitigation strategies proposed by governmental authorities (including federal, state, or local stay at home or similar orders), restrictions on the activities of our domestic and international suppliers and shipment of goods.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On July 1, 2021, the Company issued 200,000 shares to an accredited investor in a private placement for gross proceeds of $24,000. 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 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. The Company filed a Form D with the SEC on August 2, 2021.
Between August 23, 2021 and September 30, 2021, the Company issued 1,440,000 units to accredited investors in a private placement for gross proceeds of $144,000. Each unit consists of one common share and one warrant immediately exercisable to purchase one common share at an exercise price of $0.10 expiring January 31, 2022. 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 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. On September 21, 2021 a Form D was filed and an amended Form D was filed on October 8, 2021.
Also on July 1, 2021, the Company issued 1,000,000 shares of common stock upon the exercise of warrants for gross proceeds of $70,000 to an accredited investor in a private placement. 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 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 was filed on January 19, 2021, and an amended Form D was filed on March 1, 2021.
Other than previously reported, there were no other unregistered sales of equity securities during the period of this quarterly report.
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Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.
EXHIBIT INDEX
The following documents are being filed with the Commission as exhibits to this Quarterly Report on Form 10-Q.
| 1. | Incorporated by reference from the Company’s registration statement on Form 10-SB filed on June 22, 2001 with the SEC. | |
| 2. | Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 13, 2018 with the SEC. | |
| 3. | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on April 14, 2015 with the SEC. | |
| 4. | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 15, 2016 with the SEC. | |
| 5. | Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 17, 2019 with the SEC. | |
| 6. | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 21, 2017 with the SEC. | |
| 7. | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 13, 2017 with the SEC. | |
| 8. | Incorporated by reference from the Company’s amended Current Report on Form 8-K/A filed on September 12, 2017 with the SEC. | |
| 9. | Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 10, 2020 with the SEC. | |
| 10. | Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 15, 2017 with the SEC. | |
| 11. | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on July 10, 2020 with the SEC. | |
| * | Filed herewith. | |
| ** | Furnished, not filed herewith. | |
| *** | The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: November 10, 2021 | PROTOKINETIX, INCORPORATED | |
| By: /s/ Clarence E. Smith | ||
| Clarence E. Smith | ||
| Chief Executive Officer | ||
| By: /s/ Michael Guzzetta | ||
| Michael Guzzetta | ||
| Chief Financial Officer |
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