Quarterly Report (10-q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2020

 

OR

☐  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________ to ___________________.

 

Commission File Number: 000-32917

 

PROTOKINETIX, INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

Nevada		94-3355026
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

	412 Mulberry St. Marietta, Ohio 45750
	(Address of principal executive offices, including zip code)

 

(Registrant’s telephone number, including area code: 740-434-5041)

 

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.   ☑     Yes   ☐  No

 

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 and post such files). ☑   Yes      ☐   No

 

 

 

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  ☐
Non-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 April 24, 2020, there were 276,222,482 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	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	22
Item 4. Controls and Procedures	23
PART II
OTHER INFORMATION
Item 1. Legal Proceedings	24
Item 1A. Risk Factors	24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3. Defaults Upon Senior Securities	24
Item 4. Mine Safety Disclosure	24
Item 5. Other Information	24
Item 6. Exhibits	25
Signatures	26

 

 

2

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

BALANCE SHEETS

(Unaudited)

 

		March 31,  2020				December 31, 2019
ASSETS
Current Assets
Cash		$	47,889			$	377,349
Prepaid expenses (Note 3)			1,050				1,050
Total current assets			48,939				378,399
Intangible assets (Note 4)			226,036				207,508
Total assets		$	274,975			$	585,907
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities		$	28,869			$	25,520
Total current liabilities			28,869				25,520
Stockholders’ Equity
Common stock, $0.0000053 par value; 400,000,000 common shares authorized; 275,400,259 and 275,400,259 shares issued and outstanding as at March 31, 2020 and December 31, 2019 respectively (Note 7)			1,472				1,472
Additional paid-in capital			38,962,042				36,107,058
Accumulated deficit			(38,717,408	)			(35,548,143	)
Total stockholders’ equity			246,106				560,387
Total liabilities and stockholders’ equity		$	274,975			$	585,907

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, 2020

 

		Three months ended March 31, 2020				Three months ended March 31, 2019
EXPENSES
Amortization – intangible assets (Note 4)		$	750			$	750
General and administrative			57,029				33,930
Professional fees			36,990				28,682
Research and development			219,512				63,472
Share-based compensation (Notes 5 and 8)			2,854,984				255,598
			(3,169,265	)			(382,432	)
OTHER ITEM
Foreign exchange loss			—				(18	)
Net loss for the period		$	(3,169,265	)		$	(382,450	)
Net loss per common share (basic and diluted)		$	(0.01	)		$	(0.00	)
Weighted average number of common shares outstanding (basic and diluted)			275,400,259				260,280,210

 

 

 

 

See Notes to Financial Statements

 

 

4

PROTOKINETIX, INCORPORATED

STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

For the Period from December 31, 2019 to March 31, 2020

 

 

 

		Common Stock								Additional Paid-in				Accumulated
		Shares				Amount				capital				deficit				Total
Balance, December 31, 2019			275,400,259			$	1,472			$	36,107,058			$	(35,548,143	)		$	560,387
Fair value of share-based compensation			—				—				2,854,984				—				2,854,984
Net loss for the period			—				—				—				(3,169,265	)			(3,169,265	)
Balance, March 31, 2020			275,400,259			$	1,472			$	38,962,042			$	(38,717,408	)		$	246,106

 

 

 

		Common Stock								Additional Paid-in				Accumulated
		Shares				Amount				capital				deficit				Total
Balance, December 31, 2018			259,785,766			$	1,389			$	31,594,822			$	(31,350,246	)		$	245,965
Issuance of common stock pursuant to private placement offering			750,000				4				44,996				—				45,000
Fair value of share-based compensation			—				—				255,598				—				255,598
Net loss for the period			—				—				—				(382,450	)			(382,450	)
Balance, March 31, 2019			260,535,766			$	1,393			$	31,895,416			$	(31,732,696	)		$	164,113

 

 

See Notes to Financial Statements

 

 

5

 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

For the Three Months Ended March 31, 2020 and 2019

 

		Three Months ended March 31, 2020				Three Months ended March 31, 2019
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss for the period		$	(3,169,265	)		$	(382,450	)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization – intangible assets			750				750
Fair value of share-based compensation			2,854,984				255,598
Changes in operating assets and liabilities:
Prepaid expenses			—				(20,694	)
Accounts payable and accrued liabilities			(4,269	)			(8,233	)
Net cash used in operating activities			(317,800	)			(155,029	)
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of intangible assets			(11,660	)			(1,892	)
Net cash used in investing activities			(11,660	)			(1,892	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash			—				45,000
Net cash from financing activities			—				45,000
Net change in cash			(329,460	)			(111,921	)
Cash, beginning of period			377,349				136,029
Cash, end of period		$	47,889			$	24,108
Cash paid for interest		$	—			$	—
Cash paid for income taxes		$	—			$	—
Supplementary information – non-cash transactions:
Intangible asset additions included in accounts payable and accrued liabilities		$	7,618			$	—

 

 

See Notes to Financial Statements

 

 

 

6

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2020

 

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 $30,000 (25,000 Euros), as well as additional patent applications for cash consideration of $10,000 and 6,000,000 share purchase warrants with a fair value of $25,000 (Note 4).

 

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, 2020.  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, 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. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

 

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, 2019, included in the Company’s Annual Report on Form 10-K, filed February 19, 2020, 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, 2020

 

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 March 31, 2020, 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, 2020

 

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, 2020, 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 patent application costs as at March 31, 2020.

 

Research and Development Costs

 

Research and development costs are expensed as incurred.

 

Loss per Share and Potentially Dilutive Securities

 

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 84,450,000 stock options (March 31, 2019 – 58,600,000), and 8,500,000 warrants (March 31, 2019 – 6,000,000) 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.

 

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.

 

9

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2020

 

Note 2. Summary of Significant Accounting Policies (cont’d)

 

Share-Based Compensation (cont’d)

 

Share-Based 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, 2020

 

 

Note 3.   Prepaid Expenses

 

The following summarizes the Company’s prepaid expenses outstanding as at March 31, 2020 and December 31, 2019:

 

		March 31,  2020				December 31,   2019
Rental deposit			1,050				1,050
		$	1,050			$	1,050

 

 

 

 

 

 

11

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2020

 

Note 4.   Intangible Assets

 

Intangible asset transactions are summarized as follows:

 

		Patent Rights				Patent Application Rights				Total
Cost
Balance, December 31, 2018		$	30,000			$	168,271			$	198,271
Additions			—				22,737				22,737
Balance, December 31, 2019		$	30,000			$	191,008			$	221,008
Additions			—				19,278				19,278
Balance, March 31, 2020		$	30,000			$	210,286			$	240,286
Accumulated amortization
Balance, December 31, 2018		$	10,500			$	—			$	10,500
Amortization			3,000				—				3,000
Balance, December 31, 2019		$	13,500			$	—			$	13,500
Amortization			750				—				750
Balance, March 31, 2020		$	14,250			$	—			$	14,250
Net carrying amounts
December 31, 2019		$	16,500			$	191,008			$	207,508
March 31, 2020		$	15,750			$	210,286			$	226,036

 

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 $30,000. During the three month period ended March 31, 2020, the Company recorded $750 (2019 -$750) in amortization expense associated with the Patents.

 

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 $10,000 (paid) and to issue 6,000,000 warrants (issued) to purchase shares of the Company’s common stock at an exercise price of $0.10 per share for a period of five years. The Patent Application Rights had a total fair value of $35,000, which was allocated as $10,000 to the cash consideration paid, with the remaining $25,000 being allocated to the warrant component of the overall consideration. The Company has incurred $175,286 in direct costs relating to the Patent Application Rights, $19,278 of which were incurred during the three month period ended March 31, 2020.

 

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.

 

12

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2020

 

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 $2,415 in direct costs relating to the New Patent Application Rights during the year ended December 31, 2016.

 

No amortization was recorded on the Patent Application Rights to March 31, 2020.

 

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 March 31, 2020, there are 84,450,000 options granted and outstanding under the 2017 Plan.

 

 

 

13

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2020

 

 

Note 5.  Stock Options (cont’d)

 

Stock option transactions are summarized as follows:

		Number of Stock Options				Weighted Average Exercise Price
						$				(Years)
Outstanding, December 31, 2019			91,450,000				0.14
Options cancelled			(27,000,000	)			0.09
Options expired			(2,000,000	)			0.04
Options granted			22,000,000				0.14
Outstanding, March 31, 2020			84,450,000				0.16				4.56

 

		Number of Stock Options				Weighted Average Exercise Price				Weighted Average Remaining Life
						$				(Years)
Outstanding, December 31, 2018			58,600,000				0.07
Options expired			—				—
Options granted			—				—
Outstanding, March 31, 2019			58,600,000				0.07				2.36

 

 

 

 

 

 

 

 

 

14

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2020

 

Note 5.  Stock Options (cont’d)

 

Total share-based compensation for stock options granted during the period March 31, 2020 was $2,854,984 (2019 - $255,598). The fair values of the stock options granted during the three month period ended March 31, 2020 and 2019 were estimated using the Black-Scholes Option Pricing Model.  The weighted average assumptions used in the pricing model for these options are as follows:

		March 31, 2020				March 31, 2019
Risk-free interest rate			2.56	%			1.51	%
Dividend yield			0.00	%			0.00	%
Expected stock price volatility			138.90	%			125.00	%
Expected forfeiture rate			0.00	%			0.00	%
Expected life			5.07 years				3.45 years

 

The following non-qualified stock options were outstanding and exercisable at March 31, 2020:

 

Expiry date		Exercise Price				Number of Options Outstanding				Number of Options Exercisable
		$
December 31, 2020			0.05				1,200,000				1,200,000
November 14, 2021			0.07				750,000				750,000
December 31, 2022			0.06				800,000				800,000
August 31, 2023			0.08				600,000				600,000
November 8, 2023			0.09				15,000,000				15,000,000
May 5, 2023			0.13				1,600,000				1,600,000
July 14, 2024			0.26				27,500,000				14,000,000
November 17, 2024			0.11				15,000,000				3,750,000
March 26, 2026			0.14				22,000,000				22,000,000
							84,450,000				59,700,000

 

As at March 31, 2020, the aggregate intrinsic value of the Company’s stock options is $2,330,750 (December 31, 2019 – $1,005,350). The weighted average fair value of stock options granted during the three month period ended March 31, 2020 is $0.14 (2019 - $nil).

 

Note 6.  Warrants

Warrant transactions for the three months ended March 31, 2020 are summarized as follows:

 

				Number of Warrants				Weighted Average Exercise Price
	Balance, December 31, 2018 and  March 31, 2019				6,000,000			$	0.10
	Balance, December 31, 2019 and  March 31, 2020				8,500,000			$	0.22

 

 

15

 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2020

 

Note 6.  Warrants (cont’d)

 

The following warrants were outstanding and exercisable as at March 31, 2020:

 

Number of Warrants				Exercise Price ($)				Expiry Date
	6,000,000				0.26			July 14, 2024
	833,333				0.12			October 15, 2022
	250,000				0.12			October 21, 2022
	116,667				0.12			November 1, 2022
	83,334				0.12			November 12, 2022
	833,333				0.12			December 1, 2022
	166,667				0.12			December 18, 2022
	216,666				0.12			December 18, 2022

 

 

Note 7.  Stockholders’ Equity

 

The Company is authorized to issue 400,000,000 (December 31, 2019 – 400,000,000) shares of $0.0000053 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. No dividends have been declared or paid as of March 31, 2020 (December 31, 2019 - $nil).

 

During the three month period ended March 31, 2020, the Company:

 

a)  No shares of common stock were issued.

 

During the three month period ended March 31, 2019, the Company:

 

a)

Issued 750,000 shares of common stock to investors at $0.06 for gross proceeds of $45,000.

 

Note 8. Related Party Transactions and Balances

 

During the three month period ended March 31, 2020 and 2019, 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 $15,000 (2019 - $15,000) was paid or accrued to the Company's CFO. During the three months ended March 31, 2020, the Company reimbursed a company controlled by the CFO a total of $3,150 (2019 - $3,150) in office rent.

1

16

 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2020

 

 

Note 8. Related Party Transactions and Balances (cont’d)

 

b) On March 25, 2020, the Company cancelled and concurrently approved for issuance on March 26, 2020 10,000,000 stock options and 1,000,000 stock options previously issued to the Company’s CEO and a Director of the Company in 2017, respectively. The 11,000,000 replacement options granted have a term of 6 years and are exercisable at a price of $0.14 per share, expiring on March 25, 2026.

Also on March 25, 2020, the Company cancelled an additional 5,000,000 stock options previously issued to the Company’s CEO in 2019. There were no replacement options granted in connection with these cancelled options. 

In accordance with ASC 718, the 11,000,000 replacement 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.

Total share-based compensation of $282,844 was recorded in connection with the option modification, based on the following assumptions used in the Black-Scholes Option Pricing Model: risk-free interest rate of 1.76%; dividend yield of 0.00%; stock price volatility of 144.40%; forfeiture rate of 0%; and an expected life of 6 years.

c) The Company recognized $1,542,550 (2019 - $167,589) in share-based compensation during the period associated with stock options granted to key management personnel.

As at March 31, 2020 and December 31, 2019, there were $nil balances owing to related parties.

 

 

 

 

 

 

 

17

 

 

PROTOKINETIX, INCORPORATED

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2020

 

Note 9.  Commitments and Contingency

 

As at March 31, 2020, 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 $7,000 per month for providing research and development services. On March 25, 2020, the Company cancelled and concurrently approved for issuance on March 26, 2020, 10,000,000 stock options previously issued to the consultant in 2017. The 10,000,000 replacement options granted have a term of 6 years and are exercisable at a price of $0.14 per share, expiring on March 25, 2026. In accordance with ASC 718, the 10,000,000 replacement 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. Total share-based compensation of $235,703 was recorded in connection with the option modification based on the following assumptions used in the Black-Scholes Option Pricing Model: risk-free interest rate of 0.81%; dividend yield of 0.00%; stock price volatility of 144.40%; forfeiture rate of o%; and an expected life of 6 years.

 

b)	Entered into a consulting agreement effective January 1, 2018, whereby the Company would pay the consultant $1,000 per month for a term of 1 year for providing public relations services, unless otherwise terminated by either party with at least 30 days’ notice.
c)	Entered into a consulting agreement effective April 1, 2019, whereby the Company would pay the consultant $1,500 per month minimum plus travel expenses for a term of 1 year for providing research consulting 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

 

 

 

 

 

18

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, 2020 and 2019, and our financial condition, liquidity and capital resources as of March 31, 2020, and December 31, 2019.  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, 2019.  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.

 

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. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

 

 

 

19

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,
		2020				2019
Revenues		$	-			$	-
Cost of Sales		-				-
Gross (Loss) Profit			—				—
Operating Expenses
Amortization		$	750			$	750
General and Administrative			57,029				33,930
Professional Fees			36,990				28,682
Research and Development			219,512				63,472
Share-Based Compensation			2,854,984				255,598
Total Operating Expenses			3,169,265				382,432
Loss from Operations			(3,169,265	)			(382,432	)
Other Income
Foreign Exchange Loss			—				(18	)
Total Other Loss			—				(18	)
Net Loss		$	(3,169,265	)			(382,450	)

 

Revenues

We had no revenues for the three month periods ended March 31, 2020 and 2019.

 

Gross Profit and Expenses

The Company’s net loss was $3,169,265 for the three month period ended March 31, 2020 compared to $382,450 for the three month period ended March 31, 2019.  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 three month period ended March 31, 2019 include:

 

General and administrative fees increased by $23,099 from $33,930 to $57,029 primarily as a result of an increase in spending on advertising and investor relations, and the upgrade of company website.

 

Research and development increased significantly year over year with a change of $156,040 from $63,472 to $219,512 with the primary spending being production and testing of AAGP molecule for use in several ongoing research projects including Phase I trials at University of Alberta, Edmonton, Alberta, Canada.

 

Share-based compensation increased significantly by $2,599,386 from $255,598 to $2,854,984 primarily as a result of an increase in the value of management stock options vesting during the period and incremental cost associated with replacement options granted.

 

 

 

20

 

 

Liquidity and Capital Resources

 

The following summarizes our statements of cash flows at March 31, 2020 and December 31, 2019:

 

		March 31, 2020				December 31, 2019
Cash		$	47,889			$	377,349
Working Capital		$	20,071			$	352,879

 

 

At March 31, 2020, we had $47,889 in cash and $48,939 in total current assets.  As of March 31, 2020, we had a positive working capital equity position of $20,071. Based upon our working capital equity as of March 31, 2020, 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 increased by $162,771 from $155,029 to $317,800 for the three months ended March 31, 2019 and 2020, respectively.  This increase was predominantly due to an increase in research spending and marketing expense.

 

Net Cash Used in Investing Activities

 

Net cash used in investing activities was $11,660 for the three month period ended March 31, 2020 while the Company had net cash used in investing activities of $1,892 for the comparative period.  The difference is attributable to an increase in the purchase and maintenance of intangible assets.

 

Net Cash Provided by Financing Activities

 

Net cash provided by financing activities decreased by $45,000 from $45,000 to $nil for the three months ended March 31, 2019 and 2020, respectively due to a decrease of funding from private placements.

 

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.

 

 

21

 

 

 

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 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, 2020.

 

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.

 

22

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 March 31, 2020 (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 March 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

23

 

 

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, 2019 as filed with the SEC on February 19, 2020, and such risk factors are incorporated herein by this reference.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

There have been no unregistered sales of equity securities during the three month period ended March 31, 2020.

 

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosure

 

Not applicable.

 

Item 5. Other Information

 

On February 25, 2020, an option to purchase 2,000,000 shares of the Company’s common stock held by a former officer of the Company expired. This option was not granted pursuant to any stock option plan.

 

On March 25, 2020, the Board of Directors of the Company (the “Board”) cancelled 22,000,000 options issued pursuant to the Amended 2017 Stock Option and Stock Bonus Plan (the “2017 Plan”), of which 15,000,000 were held by the Company’s CEO, 2,000,000 held by a director of the Company, and 10,000,000 held by a consultant. On March 26, 2020 the Board of Directors granted 22,000,000 new stock options (10,000,000 to the Company’s CEO, 2,000,000 to one of the directors, and 10,000,0000 to the consultant) with a term of six years and exercisable at a price of $0.14 per share, expiring on March 25, 2026.

 

On April 6, 2020, the Board approved an amendment to the 2017 Plan to reduce the number of shares of common stock of the Company available for issuance pursuant to the 2017 Plan from 89,700,000 shares to 85,700,000 shares.

 

On April 13, 2020, the Company sold 822,223 shares of common stock of the Company at a price per share of $0.09 for gross proceeds of $74,000 to accredited investors 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 Securities Act and Rule 506(b) of Regulation D promulgated under the Securities 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 April 24, 2020.

 

 

 

 

 

 

 

24

 

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.

 

 

Exhibit		Description
3.1		Certificate of Incorporation(1)
3.2		Bylaws(1)
4.2		2017 Stock Option and Stock Bonus Plan(2)
4.3		Amendment to 2017 Stock Option and Stock Bonus Plan as approved on July 15, 2019(5)
4.4		Amendment to 2017 Stock Option and Stock Bonus Plan as approved on April 6, 2020(9)
10.1		Royalty Agreement between the Company and The Governors of the University of Alberta, dated April 8, 2015(3)
10.2		Collaborative Research Agreement between the Company and the University of British Columbia, dated May 31, 2016(4)
10.3		Consulting Agreement between the Company and Clarence E. Smith, dated December 30, 2016(2)
10.4		Director Consulting Agreement between the Company and Edward P. McDonough, dated December 30, 2016(2)
10.5		Consulting Agreement between the Company and Grant Young, dated December 30, 2016(8)
10.6		First Amendment to Consulting Agreement between Clarence E. Smith and the Company dated September 1, 2017(7)
10.7		First Amendment to Consulting Agreement between Grant Young and the Company dated September 1, 2017(7)
10.8		First Amendment to Consulting Agreement between Edward P. McDonough and the Company dated September 1, 2017(7)
10.9		Consulting Agreement between ProtoKinetix Incorporated and Michael Guzzetta, dated November 14, 2017(6)
14.1		Code of Business Conduct and Ethics and Whistleblower Policy as approved on July 8, 2019(5)
31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document

 

 

	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 Annual Report on Form 10-K filed on February 21, 2017 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 Current Report on Form 8-K filed on November 15, 2017 with the SEC.
	7.	Incorporated by reference from the Company’s amended Current Report on Form 8-K filed on September 12, 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 Current Report on Form 8-K filed on April 10, 2020 with the SEC.
	*.	Filed herewith.
	**	Furnished, not filed herewith.

 

  

25

 

 

 

 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: April 24, 2020		PROTOKINETIX, INCORPORATED
		By: /s/ Clarence E. Smith
		Clarence E. Smith
		Chief Executive Officer
		By: /s/ Michael Guzzetta
		Michael Guzzetta
		Chief Financial Officer

 

 

 

 

26