ProtoKinetix, Inc 10-Q for FY2024 Q1
ProtoKinetix, Inc. (PKTX)
About this 10-Q
ProtoKinetix, Inc filed this 10-Q on May 15, 2024, covering the quarter ended March 31, 2024 (FY2024 Q1).
Headline figures
Quarter ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $92.03K
- compared with a net loss of $107.04K a year earlier
- Diluted EPS
- -$0.01
- compared with -$0.01 a year earlier
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:
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| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| (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:
$.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, 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 ☐
No
As of May 14, 2024 there were shares of ProtoKinetix, Incorporated common stock that were issued and outstanding.
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 | 6 |
| Notes to Unaudited Financial Statements | 7 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 21 |
| Item 4. Controls and Procedures | 21 |
| PART II | |
| OTHER INFORMATION | |
| Item 1. Legal Proceedings | 22 |
| Item 1A. Risk Factors | 22 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 22 |
| Item 3. Defaults Upon Senior Securities | 22 |
| Item 4. Mine Safety Disclosure | 22 |
| Item 5. Other Information | 22 |
| Item 6. Exhibits | 23 |
| Signatures | 24 |
| 2 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
| March 31, 2024 | December 31, 2023 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses (Note 3) | ||||||||
| Total current assets | ||||||||
| Intangible assets (Note 4) | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Total liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ par value; common shares authorized; and shares issued and outstanding as at March 31, 2024 and December 31, 2023 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 Months Ended March 31, 2024 and 2023
| Three months ended March 31, 2024 | Three months ended March 31, 2023 | |||||||
| EXPENSES | ||||||||
| Amortization – intangible assets (Note 4) | $ | $ | ||||||
| General and administrative | ||||||||
| Professional fees | ||||||||
| Research and development | ||||||||
| Operating Income (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 Three Months Ended March 31, 2024
| Common Stock | Additional Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | capital | deficit | Total | ||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock pursuant to private placement offering | ||||||||||||||||||||
| Net loss for the period | — | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
For the Three Months Ended March 31, 2023
| Common Stock | Additional
Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | capital | deficit | Total | ||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock pursuant to private placement offering | ||||||||||||||||||||
| Net loss for the period | — | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
See Notes to Financial Statements
| 5 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended March 31, 2024 and 2023
| Three Months ended March 31, 2024 | Three Months ended March 31, 2023 | |||||||
| 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 | ||||||||
| 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
| 6 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2024
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 March 31, 2024. 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 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 restrictions on the activities of our domestic and international suppliers and shipment of goods.
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, 2023, included in the Company’s Annual Report on Form 10-K, filed March 20, 2024, 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.
| 7 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2024
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, accounts payable and accrued liabilities are carried at amortized 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).
At March 31, 2024, 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.
| 8 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2024
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 March 31, 2024, 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, whereas no amortization has been recognized on the not yet approved patent application costs at March 31, 2024.
Research and Development Costs
Research and development costs are expensed as incurred. This includes all research consultant’s fees and costs of contract research organizations.
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 (March 31, 2023 – ), and warrants (March 31, 2023 – ) were not included in the computation of diluted loss 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.
| 9 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2024
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.
| 10 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2024
Note 3. Prepaid Expenses
The following summarizes the Company’s prepaid expenses outstanding as at March 31, 2024 and December 31, 2023:
| Schedule of prepaid expenses | ||||||||
| March 31, 2024 | December 31, 2023 | |||||||
| Rental deposit | $ | $ | ||||||
| 11 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2024
Note 4. Intangible Assets
Intangible asset transactions are summarized as follows:
| Schedule of intangible asset transactions | ||||||||||||
| Patent Rights | Patent Application Rights | Total | ||||||||||
| Cost | ||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | |||||||||
| Additions | ||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | |||||||||
| Additions | ||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | |||||||||
| Accumulated amortization | ||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | |||||||||
| Amortization | ||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | |||||||||
| Amortization | ||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | |||||||||
| Net carrying amounts | ||||||||||||
| December 31, 2023 | $ | $ | $ | |||||||||
| Balance, March 31, 2024 | $ | $ | $ | |||||||||
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 50% ownership of certain patents and all rights
associated therewith (the “Patent Application Rights”). In exchange for the Patent Application Rights, the Company agreed
to pay $
| 12 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2024
Note 4. Intangible Assets (cont’d)
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 from any product developed as a result of research done at the University.
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 $
The Company amortizes patents and licenses that have
been filed over their useful lives which range between
Note 5. Stock Options
Pursuant to an amendment on March 15, 2022, the aggregate number of shares that may be issued under the 2017 Stock Option and Stock Bonus Plan (the “2017 Plan”) is 97,700,000 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 March 31, 2024, there are options granted and outstanding under the 2017 Plan.
| 13 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2024
Note 5. Stock Options (cont’d)
Total share-based compensation for stock options granted during the three-month period ended March 31, 2024 was $Nil (2023 - $nil ).
Stock option transactions are summarized as follows:
| Schedule of stock option transactions | Number of Stock Options | Weighted Average Exercise Price | Weighted Average Remaining Life | |||||||||||
| $ | (Years) | |||||||||||||
| Outstanding, December 31, 2023, and March 31, 2024 | ||||||||||||||
The following non-qualified stock options were outstanding and exercisable at March 31, 2024:
| Schedule of options by exercise price | ||||||||||||
| Expiry date | Exercise Price | Number of Options Outstanding | Number of Options Exercisable | |||||||||
| $ | ||||||||||||
| October 24, 2026 | ||||||||||||
| November 27, 2026 | ||||||||||||
| December 6, 2028 | ||||||||||||
As at March 31, 2024, the aggregate intrinsic value of the Company’s stock options is $Nil (March 31, 2023 – $Nil ). The weighted average fair value of stock options granted during the three-month period ended March 31, 2024 is $Nil (2023 - $Nil ).
| 14 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2024
Note 6. Warrants
Warrant transactions for the three-months ended March 31, 2024 are summarized as follows:
| Schedule of warrant transactions | ||||||||
| Number of Warrants | Weighted Average Exercise Price | |||||||
| $ | ||||||||
| Outstanding, December 31, 2023 | ||||||||
| Warrants expired | ( | ) | ||||||
| Outstanding at March 31, 2024 | ||||||||
The following warrants were outstanding and exercisable as at March 31, 2024:
| Schedule of outstanding and exercisable | ||||||||
| Number of Warrants | Exercise Price | Expiry Date | ||||||
| 15 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2024
Note 7. Stockholders’ Equity
The Company is authorized to issue (March
31, 2023 – )
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 three-month period ended March 31, 2024, the Company:
| a) | Issued shares of common stock ( shares issued at $) as part of a private placements for total proceeds of $ |
| b) | Issued shares of common stock ( shares issued at $) as part of a private placements for total proceeds of $ |
During the three-month period ended March 31, 2023, the Company:
| a) | Issued shares of common stock ( shares issued at $) as part of a private placements for total proceeds of $ |
Note 8. Related Party Transactions and Balances
During the three-month periods ended March 31, 2024 and 2023, 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 $
As at March 31, 2024, there were $
| 16 |
PROTOKINETIX, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2024
Note 9. Commitments and Contingency
As at March 31, 2024, 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
April 1, 2019, whereby the Company would pay the consultant $
| 17 |
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 three-month period ended March 31, 2024 and 2023, and our financial condition, liquidity and capital resources as of March 31, 2024 and December 31, 2023. 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, 2023 and our Quarterly Report on Form 10-Q for the period ended March 31, 2024. 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.
| 18 |
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 Three Months Ended | ||||||||
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| EXPENSES | ||||||||
| Amortization | $ | 11,317 | $ | 10,703 | ||||
| General and Administrative | 14,125 | 32,763 | ||||||
| Professional Fees | 29,959 | 40,893 | ||||||
| Research and Development | 36,625 | 22,679 | ||||||
| Net loss for the period | $ | (92,026 | ) | (107,038 | ) | |||
Gross Profit and Expenses
The Company’s net loss was $92,026 for the three-month period ended March 31, 2024 compared to $107,038 for the three-month period ended March 31, 2023. 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 three-month period ended March 31, 2023 include:
General and administrative fees dropped by $18,638 from $32,763 to $14,125 primarily as a result of a decrease in spending on social media advertising, and other outside services. Additionally no current year project expenses related to product development.
Professional fees decreased by $10,934 from $40,893 to $29,959 due to decreases in legal billing associated with year end reporting.
Research and development expenditures increased slightly year over year with a change of $13,946 from $22,679 to $36,625 as the Company paid for molecule storage and study results. The company continues to pursue research partners for cost sharing and engages institutes with grants available for continued studies on our patented AAGP molecule.
Share-based compensation remained unchanged at $Nil for current three-month period and $Nil as at March 31, 2023 as a result of no further stock options being granted to directors and management of the Company as at March 31, 2024.
| 19 |
Liquidity and Capital Resources
The following summarizes our balance sheet at March 31, 2024 and December 31, 2023:
| March 31, 2024 | December 31, 2023 | |||||||
| Cash | $ | 2,836 | $ | 20,408 | ||||
| Working Capital | $ | (63,683 | ) | $ | (23,238 | ) | ||
At March 31, 2024, we had $2,836 in cash and $3,886 in total current assets and a negative working capital equity position of $(63,683). Based upon our working capital equity as of March 31, 2024, 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 fell by $27,029 from $84,865 to $57,836 for the three-months ended March 31, 2023, and 2024, respectively. With the year over year change primarily from an increase in accounts payable.
Net Cash Used in Investing Activities
Net cash used in investing activities was $9,736 for the three-month period ended March 31, 2024 while the Company had net cash used in investing activities of $13,743 for the comparative period. The difference is attributable to a drop in patent application billings for the first quarter of the current year.
Net Cash Provided by Financing Activities
Net cash provided by financing activities decreased $30,000 from $80,000 to $50,000 for the three-months ended March 31, 2023, and 2024, respectively. The decrease of funding from private placements through the first of 2024 reflects the focus on finding financial partners for further research and development.
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.
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.
| 20 |
Share-Based Compensation
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.
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 three months ended March 31, 2024.
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.
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 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 March 31, 2024 (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 not effective as of March 31, 2024 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 not 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 three-months ended March 31, 2024, 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, 2023 as filed with the SEC on March 20, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Between February 22, 2024 and March 20, 2024, the Company issued 1,666,667 shares of common stock to accredited investors in a private placement for gross proceeds of $25,000 at a price per share of $0.015, of which the Company’s President and CEO, Clarence E. Smith, invested $10,000 for 666,667 shares. The Company filed a Form D with the SEC on December 28, 2024 and an amended Form D on April 18, 2024.
On March 29, 2024 the Company’s President and CEO, Clarence E. Smith, invested $25,000 for 2,500,000 shares of common stock to accredited investors in a private placement with a price of $0.01 per share. 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 March 29, 2024.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
Item 5. Other Information
On March 20, 2024, the Company filed its Annual Report on Form 10-K with the SEC. The Company inadvertently omitted Item 1C: Cybersecurity. The Form 10-K should have included the following language set forth below:
ITEM 1C. CYBERSECURITY
Risk Management and Strategy
The Company’s information security program consists of various processes designed to ensure that the Company and its electronic assets are shielded from cyber events that may compromise the Company’s ability to successfully execute its business on a day-to-day basis. These processes cover areas such as, but not limited to, risk management, access control, anti-virus management, sensitive data management, electronic communication, risk/security reporting, incident response planning and business continuation planning. Our Information Security Team is comprised of our Chief Financial Officer and third-party IT support. It is responsible for (i) administering the Company’s policies and procedures in conjunction with our third-party information technology provider, Netranom Communications (“IT Provider”); (ii) distributing our policies to consultants and providing training; (iii) responding to consultant inquiries regarding our policies; (iv) overseeing our cybersecurity program and leading incident response efforts; (v) monitoring for cybersecurity-related legal or regulatory developments; coordinating with management, our IT Provider and /or legal counsel to discuss cybersecurity-related issues or topics; and (vi) reviewing and updating our policies as necessary and on an annual basis.
The Information Security Team carries out risk management primarily by outsourcing risks to those companies and agencies that specialize in handling such risks and that have the appropriate resources to do so. Our IT Provider has more than 20 years of experience in the latest technologies and experiences in a variety of network configurations. The IT Provider also has the ability to analyze cybersecurity presence and technology processes to provide reports as needed. The IT Provider currently manages and monitors our network, configures systems and controls, provides assistance and support during an incident and detects threats through antivirus scans, firewalls and base level spam filters.
Governance
Management is ultimately responsible for assessing and managing the Company’s cybersecurity risk. The information security program is overseen by the Chief Financial Officer. The Board is then briefed upon the occurrence of any cybersecurity incidents and is provided an overview of the information security program on an annual basis, including updates on the IT team, IT training, implementation of IT controls, cybersecurity testing, the incident response process and the cybersecurity assets of the Company.
In the last fiscal year, we have not identified any risks from known cybersecurity threats that have materially affected the Company or our financial position, results of operations and/or cash flows. We continue to invest in cybersecurity and the resiliency of our networks and to enhance our internal controls and processes, which are designed to help protect our systems and infrastructure, and the information they contain. For more information regarding the risks we face from cybersecurity threats, please see “Risk Factors.”
On April 4, 2024, the Company issued 1,000,000 shares of common stock to an accredited investor in a private placement for gross proceeds of $10,000 at a price per share of $0.01. 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.
Private Placement
Between April 4, 2024 and April 22, 2024, the Company issued 2,500,000 shares of common stock to accredited investors in a private placement for gross proceeds of $25,000 at a price per share of $0.01. 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 March 29, 2024 and an amended Form D on May 15, 2024.
Rule 10b5-1 trading arrangements
During the Company’s first quarter of 2024,
no director or officer
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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 Current Report on Form 8-K filed on February 14, 2022 with the SEC. |
| 2. | Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 23, 2021 with the SEC. |
| 3. | Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 13, 2018 with the SEC. |
| 4. | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on April 14, 2015 with the SEC. |
| 5. | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 15, 2016 with the SEC. |
| 6. | Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 17, 2019 with the SEC. |
| 7. | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 21, 2017 with the SEC. |
| 8. | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 13, 2017 with the SEC. |
| 9. | Incorporated by reference from the Company’s amended Current Report on Form 8-K filed on September 12, 2017 with the SEC. |
| 10. | Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 10, 2020 with the SEC. | |
| 11. | Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 15, 2017 with the SEC. | |
| 12. | Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 21, 2022 with the SEC. | |
| 13. | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on March 17, 2023 with the SEC. |
| * | Filed herewith. |
| ** | Furnished, not filed herewith. |
| 23 |
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: May 15, 2024 | PROTOKINETIX, INCORPORATED | |
| By: /s/ Clarence E. Smith | ||
| Clarence E. Smith | ||
| Chief Executive Officer | ||
| By: /s/ Michael R. Guzzetta | ||
| Michael R. Guzzetta | ||
| Chief Financial Officer |
| 24 |
EXHIBIT 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Clarence E. Smith, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of ProtoKinetix, Incorporated for the period ended March 31, 2024; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| May 15, 2024 | /s/ Clarence E. Smith | ||
| Name: | Clarence E. Smith | ||
| Title: |
Chief Executive Officer (Principal Executive Officer) | ||
EXHIBIT 31.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael R. Guzzetta, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of ProtoKinetix, Incorporated for the period ended March 31, 2024; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| May 15, 2024 | /s/ Mike R. Guzzetta | ||
| Name: | Michael R. Guzzetta | ||
| Title: |
Chief Financial Officer (Principal Financial Officer)
| ||
EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ProtoKinetix, Incorporated, (the “Company”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Clarence E. Smith, Chief Executive Officer and Principal Executive Officer of the Company and Michael R. Guzzetta, Chief Financial Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of the undersigned’s knowledge and belief:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. |
| May 15, 2024 | /s/ Clarence E. Smith | ||
| Name: | Clarence E. Smith | ||
| Title: |
Chairman of the Board and (Principal Executive Officer) | ||
| May 15, 2024 | /s/ Michael R. Guzzetta | ||
| Name: | Michael R. Guzzetta | ||
| Title: |
Chief Financial Officer (Principal Financial Officer)
| ||
This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.