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 U. S. SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

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

 For the fiscal year ended December 31, 2024

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ___________ to _____________

 Commission File Number: 000-32917

 (Name of small business issuer as specified in its
charter)

 Nevada

 94-3355026

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 109 W Main St

 Dalton, Ohio 44618

 (Address of principal executive offices,
 including zip code)

 Registrant's telephone number, including area code:

 330 - 455-4971

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 N/A

 Securities registered pursuant to Section 12(g) of
the Act:

 $.0000053 par value common stock

 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act:

 Yes

 No

 Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act:

 Yes

 No

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

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). 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" and "smaller reporting company" in Rule 12b-2 of the Securities
Exchange Act of 1934.

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. Yes No

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes No

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes No

 The aggregate market value of the voting common equity
held by non-affiliates of the registrant was approximately $ 2,665,854 based upon the closing price of our common stock which was $0.01
as of June 28, 2024, the last business day of the Company's most recently completed second fiscal quarter. Shares of common
stock held by each officer and director and by each person or group who owns 10% or more of the outstanding common stock amounting to
shares have been excluded in that such persons or groups may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

 As of March 28, 2025, there were 377,580,152 shares
of our common stock that were issued and outstanding.

 FORM 10-K ANNUAL
REPORT

 Part 1

 Page

 Item 1.

 Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 [Reserved]

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8

 Financial Statements and Supplementary Data

 Item 9

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 Item 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10

 Directors, Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships and Related Transactions, and Director Independence

 Item 14

 Principal Accountant Fees and Services

 Item 15

 Exhibits and Financial Statement Schedules

 Item 16

 Form 10-K Summary

 Signatures

 ITEM 1.

 BUSINESS

 ProtoKinetix, Incorporated ("ProtoKinetix,"
"we," "us," "our," or the "Company") 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 AAGPs.
The Company has recently been in the process of directing major efforts to the practical side of commercial validation. The commercial
applications for AAGPs 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.

 ProtoKinetix was incorporated as RJV Network,
Inc. under the laws of the State of Nevada on December 23, 1999 for the primary purpose of developing an internet-based listing site that
would provide detailed commercial real estate property listings and related data. In July 2003, the Company entered into an assignment
of license agreement with BioKinetix Research, Incorporated for the assignment of rights relating to proprietary technologies of BioKinetix
Research, Incorporated for the creation and commercialization of "superantibodies." On July 8, 2003, the Company changed
its name to "ProtoKinetix, Incorporated."

 The Company's executive (or corporate)
offices are located at 109 W Main St, Dalton, Ohio 44618. Our telephone number is (330) 445-4971 and our website is www.protokinetix.com.

 Cautionary Note Regarding Forward-Looking
Statements

 The information discussed in this Annual Report
on Form 10-K for the fiscal year ended December 31, 2024 as well as some statements in press releases and some oral statements of the
Company's officers during presentations about the Company 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 the section entitled "Risk Factors" included
elsewhere in this Annual Report. 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 section and elsewhere in this Annual 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.

 Recent Developments

 On June 6, 2023,
the Company announced the submission of a research paper describing cell characterization, graft evaluation, and yield of islet-like cells
differentiated from patient-derived iPSCS for the treatment and eventual cure of Type-1 Diabetes for publication in Transplantation.

 Research and Development

 Our business depends on our ability to sponsor research
and development activities. For the year ended December 31, 2023, the Company incurred total research and development expenses of
$112,444. For the year ended December 31, 2024, the Company incurred total research and development expenses of $99,625. In
order to reach the Company's goals of developing a marketable product, we will need to increase the funding of our research and
development activities which at this time is limited by our ability to raise money to fund the Company.

 ITEM 1A.

 RISK FACTORS

 The Company's securities are highly speculative
and involve a high degree of risk, including among other items the risk factors described below. The below risk factors are intended
to generally describe certain risks that could materially affect the Company and its current business operations and activities.

 You should carefully consider the risks described
below and elsewhere herein in connection with any decision whether to acquire, hold or sell the Company's securities. If any
of the contingencies discussed in the following paragraphs or other materially adverse events actually occur, the business, financial
condition and results of operations could be materially and adversely affected. In such case, the trading price of our common stock
could decline, and you could lose all or a significant part of your investment.

 Our Company has a lack of operating history
and lack of revenues from operations. Our Company has no revenues and very limited operating history. As of the date
of this Annual Report, our most significant assets are cash and our intellectual property. Our ability to successfully generate
revenues from our intellectual property is dependent on a number of factors, including availability of funds to complete development
efforts, to adequately test and refine our products, and to commercialize our products. There can be no assurance that we will
not encounter setbacks with our products, or that funding will be sufficient to bring our products to the point of commercialization.

 We are dependent on our key personnel, and
the loss of such personnel could adversely affect our business. We depend on the continued performance of the members of
our management team and our Business and Scientific Advisory Board who have contributed to the expertise of our team and the position
of our business. If we lose the services of members of our management teams, and are unable to locate a suitable replacement in
a timely manner, it could have a material adverse effect on our business. We do not expect to obtain key man life insurance for
any members of management in the foreseeable future.

 We may experience difficulty implementing our
business plan. Our business plan is to continue with the development of the Company's intellectual property and to
develop a product for sale commercially. We may require additional capital in order to develop our products for sale commercially.
There can be no assurance that we would be able to obtain additional capital on reasonable terms, or at all.

 We may be adversely affected by the effects of inflation. While
management has determined that inflation has not had a material effect on the Company in 2024, inflation has the potential to adversely
affect our liquidity, business, financial condition and results of operations by increasing our overall cost structure. The existence
of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, supply shortages,
increased costs of labor, components, manufacturing and shipping, as well as weakening exchange rates and other similar effects. As a
result of inflation, we have experienced and may continue to experience cost increases. Although we may take measures to mitigate the
effects of inflation, if these measures are not effective, our business, financial condition, results of operations and liquidity could
be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial
actions impact our results of operations and when the cost of inflation is incurred.

 Increased cybersecurity vulnerabilities and
threats, and more sophisticated and targeted cyberattacks and other security incidents, pose risks to our systems, data and business
and our relationships with third parties. In the course of conducting our business, we may hold or have access to sensitive,
confidential, proprietary or personal data or information belonging to us, our employees or third parties. Increased cybersecurity vulnerabilities
and threats, and more sophisticated and targeted cyberattacks and other security incidents, pose risks to our and our third-party service
providers' systems, data, and business, and the confidentiality, availability and integrity of our data. Given the increasing frequency,
sophistication and complexity of cyberattacks, cyberattacks now could occur routinely, and it is possible that one could go undetected
and persist for an extended period. Any investigation of a cyberattack or other security incident is inherently unpredictable and takes
time before the completion of any investigation and before there is availability of full and reliable information. During such time we
do not necessarily know the extent of the harm or how best to remediate it, and certain errors or actions could be repeated or compounded
before they are discovered and remediated, all or any of which would further increase the costs and consequences of the cyberattack or
other security incident. We may be required to expend significant resources to protect against, respond to, and recover from any cyberattacks
and other security incidents. As cyberattacks continue to evolve, we may be required to expend significant additional resources to continue
to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. In addition, our
remediation efforts may not be successful. The inability to implement, maintain and upgrade adequate safeguards could materially and
adversely affect our results of operations and financial condition.

 Despite our and our third-party service providers'
efforts to protect our data and information, we and our service providers have been and may in the future be vulnerable to security breaches,
theft, misplaced or lost data, programming errors, phishing attacks, denial of service attacks, acts of vandalism, computer viruses, malware,
ransomware, employee errors and/or malfeasance or similar events, including those perpetrated by criminals or nation-state actors, that
could potentially lead to the compromise, unauthorized access, use, disclosure, modification or destruction of data or information, improper
use of our systems and operational disruptions. To date we have experienced no material losses from cyberattacks. In addition, a cyberattack
or any other significant compromise or breach of our data security, media reports about such an incident, whether accurate or not, or,
under certain circumstances, our failure to make adequate or timely disclosures to the public, law enforcement agencies or affected individuals
following any such event, whether due to delayed discovery or a failure to follow existing protocols, could adversely impact our operating
results and result in other negative consequences, including damage to our reputation or competitiveness, harm to our relationships with
partners and other third parties, distraction to our management, remediation or increased protection costs, significant litigation or
regulatory actions, fines and penalties.

 Cybersecurity risks and cyber incidents may
adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and/or
damage to our business relationships, all of which could negatively impact our business, financial condition and operating results.
In the ordinary course of our business, we collect, maintain and transmit sensitive data on our networks and systems, including our intellectual
property and proprietary or confidential business information (such as research data and personal information) and confidential information
with respect to our customers, and our investors. We have also outsourced significant elements of our information technology infrastructure
and, as a result, third parties may or could have access to our confidential information. The secure maintenance of this information
is critical to our business and reputation. We believe that companies have been increasingly subject to a wide variety of security incidents,
cyber-attacks and other attempts to gain unauthorized access. These threats can come from a variety of sources, ranging in sophistication
from an individual hacker to a state-sponsored attack and motive (including corporate espionage). Cyber threats may be generic, or they
may be custom-crafted against our information systems. Cyber-attacks continue to become more prevalent and much harder to detect and
defend against. Our network and storage applications and those of our vendors may be subject to unauthorized access by hackers or breached
due to operator error, malfeasance or other system disruptions. It is often difficult to anticipate or immediately detect such incidents
and the damage caused by such incidents. These data breaches and any unauthorized access or disclosure of our information or intellectual
property could compromise our intellectual property and expose sensitive business information. A data security breach could also lead
to public exposure of personal information of our clinical trial patients, customers and others. Cyber-attacks could cause us to incur
significant remediation costs, result in product development delays, disrupt key business operations and divert attention of management
and key information technology resources. Our network security and data recovery measures and those of our vendors may not be adequate
to protect against such security breaches and disruptions. These incidents could also subject us to liability, expose us to significant
expense and cause significant harm to our reputation and business.

 Privacy breaches and other cyber security
risks related to our business could negatively affect our reputation, credibility and business. We are likely to be
dependent on information technology systems and networks for a significant portion of our direct-to-consumer sales, including our
e-commerce sites and retail business credit card transaction authorization and processing. We are responsible for storing data
relating to our customers and employees and also rely on third party vendors for the storage, processing and transmission of
personal and Company information. In addition to taking the necessary precautions ourselves, we require that third-party service
providers implement reasonable security measures to protect our employees' and customers' identity and privacy. We do
not, however, control these third-party service providers and cannot guarantee that no electronic or physical computer break-ins or
security breaches will occur in the future. Our systems and technology are vulnerable from time-to-time to damage, disruption or
interruption from, among other things, physical damage, natural disasters, inadequate system capacity, system issues, security
breaches, "hackers," email blocking lists, computer viruses, power outages and other failures or disruptions outside of
our control. A significant breach of customer, employee or Company data could damage our reputation, our relationship with customers
and our brands, and could result in lost sales, sizable fines, significant breach-notification costs and lawsuits, as well as
adversely affect our results of operations. We may also incur additional costs in the future related to the implementation of
additional security measures to protect against new or enhanced data security and privacy threats, or to comply with state, federal
and international laws that may be enacted to address those threats.

 We have been and expect to be significantly
dependent on our collaborative agreements for the research, development and testing of AAGP, which exposes us to the
risk of reliance on the performance of third parties. In conducting our research and development activities, we currently
rely, and expect to continue to rely, on numerous collaborative agreements with third parties such as contract research organizations,
commercial partners, universities, governmental agencies and not-for-profit organizations for both strategic and financial resources.
The loss of, or failure to perform by us or our partners (who are subject to regulatory, competitive and other risks) under any applicable
agreements or arrangements, or our failure to secure additional agreements for our product candidates, would substantially disrupt or
delay our research and development and commercialization activities. Any such loss would likely increase our expenses and materially
harm our business, financial condition and results of operations.

 We may have difficulty raising any needed additional
capital. We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues
from operations, as well as the inherent business risks associated with our Company and present and future market conditions. Our
business currently generates no revenue from operations. We will likely require additional funds to conduct research and development,
establish and conduct non-clinical and clinical trials, secure clinical and commercial-scale manufacturing arrangements and provide for
marketing and distribution. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one
or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially
harm our business, financial condition and results of operations.

 We are a research and product development stage
company that has not yet developed or sold any products. To date, we have not yet developed nor marketed
a product. Ongoing testing of the AAGP molecule with three amino acids joined to a monosaccharide by a gemdiflouride
bond continues to show that there is significant promise in the field of medicine of preserving cells, tissue and organs from various
stresses. Tests have confirmed that the AAGP molecule improves the harvest of cells from cryopreservation by 30%
to 120%. We believe there is a market for AAGP to preserve cells, particularly various stem cells, and we will continue
testing with potential customers. At the same time, we are taking steps to improve the manufacturing process to reduce costs and improve
purity and biochemical activity.

 Even if we develop product candidates which
obtain regulatory approval they may never achieve market acceptance or commercial success. Even if we develop products
and obtain FDA or other regulatory approvals, our products may not achieve market acceptance among physicians, patients and third party
payors and, ultimately, may not be commercially successful. Market acceptance of our product candidates for which we receive approval
depends on a number of factors. Any failure by our product candidates that obtain regulatory approval to achieve market acceptance
or commercial success would adversely affect our financial results.

 The potential widespread acceptance of therapies that
are alternatives to ours may limit market acceptance of our formulations or products, even if commercialized. Many of our targeted
diseases and conditions can also be treated by other medication or technologies. These treatments may be widely accepted in medical
communities and have a longer history of use. The established use of these competitive drugs may limit the potential for our technologies,
formulations and products to receive widespread acceptance if commercialized.

 The market for our product candidates is rapidly
changing and competitive, and new technologies treatments which may be developed by others could impair our ability to maintain and grow
our business and remain competitive. The pharmaceutical and biotechnology industries are subject to rapid and substantial
technological change. Developments by others may render our technologies and our product candidates noncompetitive or obsolete,
or we may be unable to keep pace with technological developments or other market factors. Technological competition from pharmaceutical
and biotechnology companies, universities, governmental entities and others now existing or diversifying into the field is intense and
is expected to increase. Many of these entities have significantly greater research and development capabilities, human resources
and budgets than we do, as well as substantially more marketing, manufacturing, financial and managerial resources. These entities represent
significant competition for us.

 Risks Related to Product Development and Regulation

 Our ability to generate revenues will be dependent
on our ability to develop a product that complies with legal requirements. Although the laws and regulations of the various
jurisdictions in which we may operate vary in their technical requirements and are subject to amendment from time to time, virtually all
of these jurisdictions require licenses, permits, and other forms of approval. We will have to apply for, and obtain, all requisite
government licenses, registrations, findings of suitability, permits and approvals necessary for us to do business in these new markets.
We cannot offer any assurance that we will be able to obtain all necessary licenses, registrations, findings of suitability, permits,
or approvals.

 Our failure to obtain costly government approvals,
including required FDA approvals, or to comply with ongoing governmental regulations relating to our technologies and product candidates
could delay or limit introduction of our products and result in failure to achieve revenues or maintain our ongoing business.
 Our research and development activities and the manufacture and marketing of our product candidates are subject to extensive regulation
for safety, efficacy and quality by numerous government authorities in the United States and abroad. Before receiving FDA or foreign
regulatory clearance to market our proposed formulations and products, we will have to demonstrate that our formulations and products
are safe and effective in the population. Clinical trials, manufacturing and marketing of drugs are subject to the rigorous testing
and approval process of the FDA and equivalent foreign regulatory authorities. The Federal Food, Drug and Cosmetic Act and other
federal, state and foreign statutes and regulations govern and influence the testing, manufacture, labeling, advertising, distribution
and promotion of drugs and medical devices. As a result, regulatory approvals can take a number of years or longer to accomplish
and require the expenditure of substantial financial, managerial and other resources.

 Conducting and completing the clinical trials
necessary for FDA and/or Health Canada approval is costly and subject to intense regulatory scrutiny as well as the risk of failing to
meet the primary endpoint of such trials. We will not be able to commercialize and sell our proposed products and formulations
without completing such trials. In order to conduct clinical trials that are necessary to obtain approval by the FDA and/or Health
Canada to market a formulation or product, it is necessary to receive clearance from the FDA and/or Health Canada to conduct such clinical
trials. The FDA and/or Health Canada can halt clinical trials at any time for safety reasons or because we or our clinical investigators
did not follow the FDA's and/or Health Canada requirements for conducting clinical trials. If we are unable to receive clearance
to conduct clinical trials or the trials are permanently halted by the FDA and/or Health Canada, we would not be able to achieve any revenue
from such product as it is illegal to sell any drug or medical device for human consumption or use without FDA and/or Health Canada approval.

 We depend on technology owned or licensed to
us by third parties, and the loss of access to this technology would terminate or delay the further development of our products, injure
our reputation or force us to pay higher royalties. We rely, in large part, on technologies that we have or will license from
third parties. The loss of our key technologies would seriously impair our business and future viability, and could result in delays in
developing, introducing or maintaining our products and formulations until equivalent technology, if available, is identified, licensed
and integrated. In addition, any defects in the technology we license could prevent the implementation or impair the functionality of
our products or formulation, delay new product or formulation introductions or injure our reputation. If we are required to enter into
license agreements with third parties for replacement technology, we could be subject to higher royalty payments.

 We could be exposed to significant drug product
liability claims which could be time consuming and costly to defend, divert management attention and adversely impact our ability to obtain
and maintain insurance coverage. The testing, manufacturing, marketing and sale of our proposed products involve an inherent
risk that product liability claims will be asserted against us. Product liability insurance may prove inadequate to cover claims
and/or litigation costs. Product liability claims or other claims related to our products, regardless of their outcome, could require
us to spend significant time and money in litigation or to pay significant settlement amounts or judgments. Any successful product
liability or other claim may prevent us from obtaining adequate liability insurance in the future on commercially desirable or reasonable
terms. An inability to obtain sufficient insurance coverage at an acceptable cost or otherwise to protect against potential product
liability claims could prevent or inhibit the commercialization of our products and product candidates. A product liability claim
could also significantly harm our reputation and delay market acceptance of our proposed formulations and products.

 Risk Factors Related to Intellectual Property and
Obsolescence

 We rely on patents and other intellectual property
to protect our business interests. We have attempted to protect our products and will attempt to protect other products through
a combination of trade secrets, confidentiality agreements, patents and other contractual provisions. Patents only provide a limited
protection against infringement, and patent infringement suits are complex, expensive, and not always successful. Although the Company
believes its patents will provide significant protection, there can be no assurance that they will be issued and if they are, that they
will provide enough protection.

 Because it is difficult and costly to protect
our proprietary rights, we may not be able to ensure their protection. Our commercial success will depend in part on maintaining
patent protection and trade secret protection for our products, as well as successfully defending these patents against third-party challenges.
We will only be able to protect our technologies from unauthorized use by third parties to the extent that valid and enforceable patents
or trade secrets cover them.

 The patent positions of pharmaceutical and biotechnology
companies can be highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved.
No consistent policy regarding the breadth of claims allowed in pharmaceutical or biotechnology patents has emerged to date in the United
States. The patent situation outside the United States is even more uncertain. Changes in either the patent laws or in interpretations
of patent laws in the United States and other countries may diminish the value of our intellectual property. Accordingly, we cannot predict
the breadth of claims that may be allowed or enforced in our patents or in third-party patents.

 Our competitive position could be harmed if
we are unable to enforce confidentiality agreements. Our proprietary information is critically important to our competitive
position and is a significant aspect of our business plan. We generally enter into confidentiality agreements with most of our employees
and consultants, and control access to, and distribution of, our documentation and other proprietary information. Despite these
precautions, we cannot assure you that these strategies will be adequate to prevent misappropriation of our proprietary information.
Therefore, we could be required to expend significant amounts to defend our rights to proprietary information in the future if a breach
were to occur.

 General Corporate Risk Factors

 Insiders continue to have substantial
control over the Company. As of March 28, 2025, the Company's directors and executive officers hold the current right
to vote approximately 34.3% of the Company's outstanding voting stock; of which 28.8% is owned or controlled, directly or indirectly
by the Company CEO, Clarence Smith. In addition, the Company's directors and executive officers have the right to acquire additional
shares which could increase their voting percentage significantly. As a result, Mr. Smith acting alone, and/or many of these individuals
acting together, may have the ability to exert significant control over the Company's decisions and control the management and affairs
of the Company, and also to determine the outcome of matters submitted to stockholders for approval, including the election and removal
of a director, the removal of any officer and any merger, consolidation or sale of all or substantially all of the Company's assets.
Accordingly, this concentration of ownership may harm a future market price of the Company's common stock by:

 •
 Delaying, deferring
or preventing a change in control of the Company;

 •
 Impeding a merger,
consolidation, takeover or other business combination involving the Company; or

 •
 Discouraging a
potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company.

 The Company may not be able to continue
as a going concern. Our independent public accountants noted that our recurring losses from operations ($364,188 and $415,479
for the years ended December 31, 2024 and 2023, respectively) and negative net operating cash flow ($223,050 and $375,989 for the years
ended December 31, 2024 and 2023, respectively) raise substantial doubt about our ability to continue as a going concern. This may hinder
our future ability to obtain financing or may force us to obtain financing on less favorable terms than would otherwise be available.

 The Company is dependent upon additional
financing which it may not be able to secure in the future. As it has in the past, the Company will likely continue to require
financing to address its working capital needs, continue its development efforts, support business operations, fund possible continuing
operating losses, and respond to unanticipated capital requirements. There can be no assurance that additional financing or capital
will be available and, if available, upon acceptable terms and conditions. To the extent that any required additional financing
is not available on acceptable terms, the Company's ability to continue in business may be jeopardized and the Company may need
to curtail its operations and implement a plan to extend payables and reduce overhead until sufficient additional capital is raised to
support further operations. There can be no assurance that such a plan will be successful. Such a plan could have a material adverse
effect on the Company's business, financial condition and results of operations, and ultimately the Company could be forced to discontinue
its operations, liquidate and/or seek reorganization in bankruptcy.

 Our management is relatively inexperienced
with running a public company and could create a risk of non-compliance. Management's inexperience may cause us to
fall out of compliance with applicable regulatory requirements, which could lead to enforcement action against us and a negative impact
on our stock price.

 Compliance with changing regulation of
corporate governance and public disclosure may result in additional expenses and could create a risk of non-compliance.
Changing laws, regulations and standards relating to corporate governance and public disclosure have created uncertainty for public companies
and significantly increased the costs and risks associated with accessing the public markets and public reporting. These corporate governance
standards are the product of many sources, including, without limitation, public market perception, stock exchange regulations and SEC
disclosure requirements. Our management team expects to invest significant management time and financial resources to comply with both
existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion
of management time and attention from revenue generating activities to compliance activities. Management's inexperience may cause
us to fall out of compliance with applicable regulatory requirements, which could lead to enforcement action against us and a negative
impact on our stock price.

 As a company with a class of securities
registered pursuant to the Exchange Act the Company has significant obligations under the Exchange Act. Having a class of securities
registered under the Exchange Act is a time consuming and expensive process and subjects the Company to increased regulatory scrutiny
and extensive and complex regulation. Complying with these regulations is expensive and requires a significant amount of management's
time. For example, public companies are obligated to institute and maintain financial accounting controls and for the accuracy
and completeness of their books and records. These requirements could necessitate additional corporate spending on procedures
and personnel requiring us to reallocate funds from other business objectives.

 Risk Factors Related to Our Common Stock

 The Company will face significant regulation
by the SEC and state securities administrators. The holders of shares of the Company's common stock and preferred
stock may not offer or sell the shares in private transactions or (should a public market develop, of which there can be no assurance)
public transactions without compliance with regulations imposed by the SEC and various state securities administrators. To the extent
that any holder desires to offer or sell any such shares, the holder must prove to the reasonable satisfaction of the Company that he
has complied with all applicable securities regulations, and the Company may require an opinion of the holder's legal counsel to
that effect. Thus, there can be no assurance that the holder will be able to resell the shares or any interest therein when the holder
desires to do so.

 Our existing stockholders could experience
further dilution if we elect to raise equity capital to meet our liquidity needs or finance a strategic transaction. As
part of our growth strategy we may desire to raise capital and or utilize our common stock to effect strategic business transactions.
Either such action will likely require that we issue equity (or debt) securities which would result in dilution to our existing stockholders.
Although we will attempt to minimize the dilutive impact of any future capital-raising activities or business transactions, we cannot
offer any assurance that we will be able to do so. If we are successful in raising additional working capital, we may have to issue
additional shares of our common stock at prices at a discount from the then-current market price of our common stock.

 Because we have no plans to pay dividends on
our common stock, investors must look solely to stock appreciation for a return on their investment in us. We do not anticipate
paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all future earnings to fund
the development and growth of our business. Any payment of future dividends will be at the discretion of our board of directors
and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and
contractual restrictions applying to the payment of dividends and other considerations that the board of directors deems relevant.
Investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return
on their investment. Investors seeking cash dividends should not purchase our common stock.

 As our stock is not listed on a national securities
exchange, trading in our shares will be subject to rules governing "penny stocks," which will impair trading activity in our
shares. Our stock is not on a national securities exchange. Therefore, our stock is subject to rules adopted by the SEC
regulating broker dealer practices in connection with transactions in "penny stocks." Those disclosure rules applicable to
"penny stocks" require a broker dealer, prior to a transaction in a "penny stock" not otherwise exempt from the
rules, to deliver a standardized list disclosure document prepared by the SEC. That disclosure document advises an investor that investment
in "penny stocks" can be very risky and that the investor's salesperson or broker is not an impartial advisor but rather
paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment
in "penny stocks," to independently investigate the security, as well as the salesperson with whom the investor is working
and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other
information and must make a special written determination that the "penny stock" is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. Further, the rules require that, following the proposed transaction,
the broker provide the customer with monthly account statements containing market information about the prices of the securities.

 The over-the-counter market for stock such as
ours is subject to extreme price and volume fluctuations. You may not be able to resell your shares at or above the public sale
price. The securities of companies such as ours have historically experienced extreme price and volume fluctuations during certain periods.
These broad market fluctuations and other factors, such as new product developments and trends in the industry and in the investment markets
generally, as well as economic conditions and quarterly variations in our operational results, may have a negative effect on the market
price of our common stock.

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 None.

 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."

 ITEM 2.

 PROPERTIES

 The Company's principal executive office, for
all operations during the year 2024 was at 109 W. Main St, Dalton, Oh 44618.

 The Company does not have a lease for its principal
executive office but rents month to month. A lease on the space is held by the CFO's, company, The Guzzetta Company LLC. The
Company paid $500 per month for the office ($500 in 2023). ProtoKinetix does not own any real property.

 ITEM 3.

 LEGAL PROCEEDINGS

 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 4.

 MINE SAFETY MATTERS

 Not applicable.

 ITEM 5.

 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our common stock is currently quoted on the OTC Markets
under the symbol "PKTX". The table below sets forth the high and low bid prices of the Company's common stock
during the periods indicated as reported on OTC Markets Inc. (www.otcmarkets.com). The quotations are inter-dealer prices without
retail markups, markdowns or commissions, and may not necessarily represent actual transactions.

 2024

 Low

 High

 First Quarter

 $

 0.013

 $

 0.0235

 Second Quarter

 0.008

 0.0199

 Third Quarter

 0.008

 0.0145

 Fourth Quarter

 0.008

 0.0135

 2023

 Low

 High

 First Quarter

 $

 0.021

 $

 0.032

 Second Quarter

 0.018

 0.035

 Third Quarter

 0.018

 0.030

 Fourth Quarter

 0.010

 0.029

 Holders

 As of March 28, 2025, there were approximately 115
stockholders of record of the Company's common stock. This does not include an indeterminate number of persons who hold our
Common Stock in brokerage accounts and otherwise in "street name."

 Dividends

 We have never paid cash dividends and have no plans
to do so in the foreseeable future. Our future dividend policy will be determined by our board of directors and will depend upon
a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences, and
the restrictions that applicable laws, our current preferred stock instruments, and our future credit arrangements may then impose.

 Adoption and Amendment of the 2017 Stock Option
and Stock Bonus Plan

 On December 30, 2016, the Board of Directors of the
Company the ("Board") adopted the 2017 Stock Option and Stock Bonus Plan (the ""2017 Plan"). The Board
adopted the 2017 Plan as it anticipates utilizing equity compensation as part of its ongoing standard corporate operations and in connection
with its contemplated activities going forward.

 On November 9, 2018, the Board amended
the 2017 Stock Option and Stock Bonus Plan to increase the aggregate number of shares that may be issued under the 2017 Plan from 30,000,000
to 50,000,000 shares subject to adjustment as provided therein to continue to incentivize contractors and future employees (if any) of
the Company (the amended 2017 Plan is hereinafter referred to as the "Amended 2017 Plan"). On July 15, 2019, the Board
again amended the Amended 2017 Plan to increase the aggregate number of shares that may be issued under the 2017 Plan from 50,000,000
to 89,700,000 shares. 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 February 16, 2022, the
Board approved an amendment to the 2017 Plan to increase the number of shares of common stock of the Company available for issuance pursuant
to the 2017 Plan from 85,700,000 shares to 97,700,000 shares.

 The Amended 2017 Plan also provides for
the ability of the Board to extend the exercise period of an option and provides for flexibility in the event of a change in control of
the Company or consolidation or merger.

 The Amended 2017 Plan is administered by the Board,
or a committee appointed by the Board. In addition to determining who will be granted options or bonuses, the committee has the
authority and discretion to determine when options and bonuses will be granted and the number of options and bonuses to be granted.
The committee also may determine a vesting and/or forfeiture schedule for bonuses and/or options granted, the time or times when each
option becomes exercisable, the duration of the exercise period for options and the form or forms of the agreements, certificates or other
instruments evidencing grants made under the Amended 2017 Plan. The committee may determine the purchase price of the shares of
common stock covered by each option and determine the fair market value per share. The committee also may impose additional conditions
or restrictions not inconsistent with the provisions of the Amended 2017 Plan. The committee may adopt, amend and rescind such rules
and regulations as in its opinion may be advisable for the administration of the Amended 2017 Plan.

 The committee also has the power to interpret the
Amended 2017 Plan, and the provisions in the instruments evidencing grants made under it, and is empowered to make all other determinations
deemed necessary or advisable for the administration of it.

 Participants in the Amended 2017 Plan may be selected
by the committee from employees, officers, consultants and advisors (including board members) of ProtoKinetix. The committee may
take into account the duties of persons selected, their present and potential contributions to the success of ProtoKinetix and such other
considerations as the committee deems relevant to the purposes of the Amended 2017 Plan.

 In the event of a change, such as a stock split, is
made in the Company's capitalization which results in an exchange or other adjustment of each share of common stock for or into
a greater or lesser number of shares, appropriate adjustments will be made to unvested bonuses and in the exercise price and in the number
of shares subject to each outstanding option. The committee also may make provisions for adjusting the number of bonuses or underlying
outstanding options in the event the Company effects one or more reorganizations, recapitalizations, rights offerings, or other increases
or reductions of shares of its outstanding common stock. Options and bonuses may provide that in the event of the dissolution or
liquidation of ProtoKinetix, a corporate separation or division or the merger or consolidation of ProtoKinetix, the holder may exercise
the option on such terms as it may have been exercised immediately prior to such dissolution, corporate separation or division or merger
or consolidation; or in the alternative, the committee may provide that each option granted under the 2017 Plan shall terminate as of
a date fixed by the committee.

 The exercise price of any option granted under the
Amended 2017 Plan must be no less than 100% of the "fair market value" of ProtoKinetix's common stock on the date of
grant. Any incentive stock option granted under the Amended 2017 Plan to a person owning more than 10% of the total combined voting
power of the common stock must be at a price of no less than 110% of the fair market value per share on the date of grant.

 The exercise price of an option may be paid in cash,
in shares of ProtoKinetix 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. The committee determines whether or not property other than cash or
common stock may be used to purchase the shares underlying an option and shall determine the value of the property received.

 As of both December 31, 2024 and March 28, 2025,
94,790,000 options remain as granted under the Amended 2017 Plan.

 Securities Authorized for Issuance Under
Equity Compensation Plans

 The following table sets forth securities authorized for issuance under
equity compensation plans, including but not limited to the Amended 2017 Plan and individual compensation arrangements as of December
31, 2024:

 Plan category

 Number of securities

 to be issued upon

 exercise of outstanding options,

 warrants and rights

 Weighted-average

 exercise price of

 outstanding options, warrants and rights

 Number of securities remaining available

 for future issuance

 under equity compensation plans (excluding
 securities

 reflected in column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 —

 —

 —

 Equity compensation plans not approved by security holders

 $

 0.028

 Total

 $

 0.028

 As of the year ended December 31, 2024, there were
options outstanding representing a total of 94,790,000 (2023 – 94,290,000) shares of common stock to be issued upon exercise, of
which: (i) options to purchase 94,790,000 shares of common stock were outstanding under the Amended 2017 Plan; and (ii) warrants outstanding
to purchase 6,000,000 shares of common stock not pursuant to any plan.

 Recent Sales of Unregistered 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. Mr. Smith
was one of the investors and purchased 666,667 shares of common stock. Each share of common stock had a purchase price of $0.015. 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 December 26,
2023, and an amended Form D on April 18, 2024.

 Between March 29, 2024 and December 26, 2024, the
Company issued 24,000,000 shares of common stock to accredited investors in a private placement for gross proceeds of $240,000. Mr. Smith
was one of the investors and purchased 11,000,000 shares of common stock. Each share of common stock had a purchase price 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 April 16, 2024, an amended Form D on May 15, 2024, an amended Form D on June 27, 2024, an amended Form D on November 25, 2024, and
an amended Form D on January 21, 2025.

 ITEM 6.

 [RESERVED]

 Not applicable.

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The following discussion provides information regarding
the results of operations for the years ended December 31, 2024 and 2023, and our financial condition, liquidity and capital resources
as of December 31, 2024 and 2023. The financial statements and the notes thereto contain detailed information that should be referred
to in conjunction with this discussion.

 The following discussion and analysis should be read
in conjunction with and our historical financial statements and the accompanying notes included elsewhere in this Annual Report on Form
10-K, as well as the Risk Factors and the Cautionary Note Regarding Forward-Looking Statements included above.

 Results of Operations

 For the Years Ended

 2024

 2023

 Operating Expenses

 Amortization

 $
 52,870

 $
 48,259

 General and Administrative

 61,470

 99,619

 Professional Fees

 144,807

 155,157

 Research and Development

 99,625

 112,444

 Share-Based Compensation

 5,416

 —

 Total operating expenses

 364,188

 415,479

 Loss from Operations

 (364,188
)

 (415,479
)

 Net Loss

 $
 (364,188
)

 $
 (415,479
)

 Revenues

 We had no revenues for the years ended December
31, 2024 and 2023.

 Gross profit and expenses

 The Company's net loss was $364,188 for the
year ending December 31, 2024 compared to $415,479 for the year ending December 31, 2023. These expenses were primarily incurred
for professional fees, share-based compensation related to the operations of the Company's business, research and development and
other general and administrative expenses. Significant changes from the prior year include:

 •

 Professional fees decreased by $10,350, year over year going to $144,807 from $155,157 as legal fees decreased and overcame an increase in auditing fees. Accounting activity remained unchanged over prior year totals.

 •

 Share-based compensation increased to $5,416 from $Nil. The company issued share options as a form of compensation to a consultant.

 •

 Research and development decreased by $12,819 from $112,444 to $99,625 as the Company scaled back on new research and moves toward leveraging the positive study findings. New projects will be targeted investments expanding the development of the AAGP molecule through institutional collaborations and industry partnerships. The Company is making a concentrated effort to find industry partners to move research forward.

 •

 General and administrative expenses pushed downward again year over year, changing by $38,149 from $99,619 to $61,470 due to the spending cuts in marketing, press releases and social media exposure. Majority of new information is currently released through updates to Company website.

 Our expenses in 2024 were $364,188 which included
$144,807 in professional fees. We operate the Company by hiring outside consultants to assist us with management, strategic planning,
organization and daily operations. These professional consulting services are related to marketing, accounting, merger opportunities
as well as research development services. The Company also incurred total research and development expenses of $99,625 and general
and administrative costs of $61,470 during the year ended December 31, 2024.

 Liquidity and Capital Resources

 As at
 December 31,

 2024

 2023

 Cash

 $
 (4,697
)

 $
 20,408

 Working Capital

 $
 (127,694
)

 $
 (23,238
)

 At December 31, 2024, we had a $4,697 shortfall in
cash and negative $3,647 in total current assets. As of December 31, 2024, we had a negative working capital equity deficit position
of $127,694. Although as of the date of this Annual Report we do not believe we have sufficient capital to meet cash flow projections
and carry forward our business objectives in the short-term, the Company will need additional working capital to continue its medical
research or to be successful in any future business activities and continue to pay its liabilities. 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 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 for the Years ended
December 31, 2024 and 2023

 Net Cash Used in Operating Activities

 During the year ended December 31, 2024, net cash
used in operating activities decreased $152,939 from $375,989 to $223,050 for the years ended December 31, 2023 and 2024, respectively.
This decrease was predominantly due to the overall decreased spending on web marketing, news releases, and social media, as well as significant
reduction in new research spending. Informative updates have been posted on the Company website, reducing the need for news releases and
associated expenses.

 Net Cash Used in Investing Activities

 During the year ended December 31, 2024, net cash
used in investing activities decreased slightly by $1,098 as we continue to maintain global patent applications. Current year spending
was narrowed to maintenance of existing patent family. Net cash used for investing activities for the year ended December 31, 2023 was
$59,153. Net cash used for investing activities for the year ended December 31, 2024 was $58,055.

 Net Cash Provided by Financing Activities

 During the year ended December 31, 2024, net cash
provided by financing activities reduced by $174,000 from $430,000 to $256,000 for the years ended December 31, 2023 and 2024 respectively.
This decrease was predominantly due to a reduction in funding of new research through private placement of common stock shares.

 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 potential 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 Company's common
stock is at a low price and trading is not consistent.

 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-K.

 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 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.

 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.
The Company capitalizes its patent application costs. All other expenditures are recognized in profit or loss as incurred.

 As at December 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 for any new patents as at December 31, 2024.

 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 year ending December 31, 2024.

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 As a smaller reporting company, we are not required to provide the information
required by this item.

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The information required by this Item begins on page F-1 of this Annual
Report on Form 10-K and is incorporated into this part by reference.

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A.

 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 December 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 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.

 Management's Annual Report on Internal Control
Over Financial Reporting

 In accordance with Item 308 of SEC Regulation S-K,
management is required to provide an annual report regarding internal controls over our financial reporting. This report, which includes
management's assessment of the effectiveness of our internal controls over financial reporting, is found below. Inasmuch as the
Company is neither an accelerated filer nor a large accelerated filer, the Company is not obligated to provide an attestation report on
the Company's internal control over financial reporting by the Company's registered public accounting firm.

 Internal Control Over Financial Reporting

 Our management is also responsible for establishing
and maintaining adequate internal control over financial reporting ("ICFR") as defined in Rules 13a-15(f) and 15d-15(f) under
the 1934 Act. Our ICFR are intended to be designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our ICFR are expected to include those
policies and procedures that management believes are necessary that:

 (1)

 Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 (2)

 Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with proper authorizations of management and our directors; and

 (3)

 Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

 Management recognizes that there are inherent limitations
in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance
with respect of financial statement preparation and may not prevent or detect misstatements. In addition, effective internal control at
a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance
with our established policies and procedures.

 As of December 31, 2024, management (with the participation
of the Chief Executive Officer and the Chief Financial Officer) conducted an evaluation of the effectiveness of the Company's ICFR
based on the framework set forth in Internal Control--Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) and SEC guidance on conducting such assessments by smaller reporting companies and non-accelerated filers.
Based on that assessment, management (with the participation of the Chief Executive Officer and the Chief Financial Officer) concluded
that, during the period covered by this report, such internal controls and procedures were not effective as of December 31, 2024.

 Material Weaknesses Identified

 In connection with the preparation of our financial
statements for the year ended December 31, 2024, certain significant deficiencies in internal control became evident to management that,
in the aggregate, represent material weaknesses, which include the following:

 Insufficient segregation of duties in our finance
and accounting functions due to limited personnel. During the year ended December 31, 2024, we used outside services to perform
all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems,
the ability to post and record journal entries and responsibility for the preparation of the financial statements. This creates
a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations,
or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies
could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

 Insufficient corporate governance policies.
Although we have a code of ethics which provides broad guidelines for corporate governance, our corporate governance activities and processes
are not always formally documented. Specifically, decisions made by our Board of Directors to be carried out by management should
be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our
operations and management.

 Plan for Remediation of Material Weaknesses

 We intend to take appropriate and reasonable steps
to make the necessary improvements to remediate these deficiencies provided that we have the resources to implement them.

 This Annual Report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting. Management's report is
not subject to attestation by our registered public accounting firm.

 There was no change in our internal control over financial
reporting that occurred during the year ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.

 ITEM 9B.

 OTHER INFORMATION

 Between February 17, 2025 and March 15, 2025, the
Company issued 5,700,000 shares of common stock and warrants to purchase 2,850,000 shares of common stock to accredited investors in a
private placement for gross proceeds of $52,500 and relief of debt amount of $4,500. Each share of common stock was issued at $0.01 per
share. The warrants are immediately exercisable at $0.01 per share and expire one year from the date of issuance. 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 27, 2025.

 During the Company's fourth quarter, no director
or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.

 ITEM 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not applicable.

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE

 As of March 28, 2025, the Company's current officers and directors
consist of the following persons:

 Name

 Age

 Title

 Year Appointed

 Chairman, Chief Executive Officer, President

 February 2015

 Director

 June 2014

 Michael R Guzzetta

 Chief Financial Officer

 November 2017

 Edward P. McDonough

 Director

 July 2015

 Clarence E. Smith was appointed President and
Chief Executive Officer for the Company on February 19, 2015 and was previously appointed a member of the Board of Directors of the Company
on June 1, 2014. Prior to joining the Company as President and CEO, Mr. Smith served and continues to serve as managing member of
Tombstone Resources and Smith Equipment, LLC, a privately held company that holds operating oil and gas wells and Smith Equipment Company,
a privately held company that leases out construction equipment. In 1981, Mr. Smith started Arvilla Well Service in West Virginia
which provided construction services to oil and gas companies in the Appalachian Basin. After merging Arvilla Well Service into
Arvilla Pipeline Construction Co., Inc., Mr. Smith sold the company in 2008. Mr. Smith also purchased Arrow Oilfield Services in
2004, which was renamed Arvilla Oilfield Services, LLC and subsequently merged with Trans Energy, a publicly traded company in 2004.
Mr. Smith served as Chairman of the Board and CEO of Trans Energy, Inc. from 2005 to 2006. Mr. Smith graduated from St. Marys High
School in West Virginia in 1981.

 Michael R. Guzzetta was appointed Chief Financial
Officer of the Company on November 14, 2017. Mr. Guzzetta is a Certified Public Accountant with a practice located in Central &
Northeast Ohio providing services including business and individual taxation, non-profit accounting, corporate policy and procedure development,
business organization and consulting. Prior to opening his practice, he spent 20 years in corporate management in the communications
and energy industries. Between 2014 and 2015, Mr. Guzzetta served as Treasurer and principal financial officer of Trans Energy Inc.,
a publicly traded energy company, where his responsibilities included corporate banking, risk management, maintaining fiscal control,
budgeting, taxation and SEC reporting. His prior positions include Midwest Region Business Manager for a Fortune 100 company and
Controller for an energy marketing company. Mr. Guzzetta also served as an Adjunct Professor at Stark State College and taught courses
in accounting, finance, business management, and economics. He is a graduate of Walsh University where he graduated Magna Cum Laude
with a BA in Accounting. He earned his MBA from Capital University in Columbus, Ohio. Mr. Guzzetta has been a past member
of both the Ohio Society of Certified Public Accountants and the American Institute of Certified Public Accountants. He has served
on the boards of the Canton Ballet, the ALS CARE Project and the Finance Committee of Stark County Board of Developmental Disabilities.

 Edward P. McDonough was appointed as a member
of the Board of Directors of the Company on July 1, 2015. In addition to serving as a director of the Company, Mr. McDonough is
a managing shareholder and President of McDonough, Eddy, Parsons & Baylous, A.C., a certified public accountant firm in Parkersburg,
West Virginia since 1985. The firm originated in the early 1950s, employs 15 professional certified public accountants and accountants,
and serves as certified public accountants for approximately 400 private corporations, firms, and individuals in various commercial, business,
professional, and industrial fields. Mr. McDonough became a Certified Public Accountant in 1978, a Certified Valuation Analyst in
1996, and a Chartered Global Management Accountant in 2012. Since 1986, Mr. McDonough has served as a Director and Chairman of the
Board of Community Bank of Parkersburg, held by Community Bankshares, Inc. He is also a Member of the American Institute of Certified
Public Accountants (AICPA), has served as a Past President and Member of the West Virginia Board of Accountancy, is a Life Member, Past
Director and Past President of the West Virginia Society of Certified Public Accountants and is a Member and Past President of the Parkersburg
Chapter of the West Virginia Society of CPAs. Mr. McDonough acquired his Bachelor of Science in Business Administration with a Major
in Accounting at West Virginia University in Morgantown, West Virginia in 1973.

 Family Relationships

 There are no family relationships among any of our
executive officers and directors.

 Term of Office

 Each director shall hold office until the next annual
meeting of stockholders or until his successor shall have been elected and qualified, or until there is a decrease in the number of directors.

 Involvement in Legal Proceedings

 See Item 3—Legal Proceedings.

 Corporate Governance

 Code of Ethics

 On July 8, 2019, the Board adopted a new Code of Business
Conduct and Ethics and Whistleblower Policy ("Code of Ethics") which replaced in its entirety the Company's prior code
of ethics. The Code of Ethics applies to all directors, officers, employees and consultants of the Company and amends and restates the
Company's prior code of ethics to update certain provisions for business and regulatory developments and to provide additional guidance
and greater detail on certain issues such as conflicts of interest, reporting illegal or unethical behavior, confidentiality and use of
the Company's assets, and hedging of Company securities. The Board also approved a related party transactions policy.

 Insider Trading Policy and Related Policies

 Also on July 8, 2019, the Board adopted an Insider
Trading Policy which applies to all directors, officers, employees and consultants of the Company, as well as a Policy on Trading Blackout
Periods, Benefit Plans, and Section 16 Reporting ("Blackout Policy"). The Insider Trading Policy and Blackout Policy govern
the sale, repurchase and other dispositions of our securities and applies to our directors, our officers, our employees (if any) and other
covered persons. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report and a copy of the Blackout Policy
is filed as Exhibit 19.2 to this Annual Report.

 Committees of the Board of Directors

 The Company does not currently have a separately designated
audit committee. Instead, the Board of Directors as a whole acts as the Company's audit committee. Consequently,
the Company does not currently have a designated audit committee financial expert.

 The Company also does not have a separately designated
compensation committee or nominating committee. To date, the Company has not retained an independent compensation advisor to assist the
Company review and analyze the structure and terms of the Company's executive officers. The Board of Directors deems it appropriate
for all directors to consider director nominees.

 Independent Directors

 The Board of Directors has determined that Mr. McDonough
is the only independent member of the Board of Directors of the Company pursuant to SEC Rule 10A-3(b)(1).

 Business and Scientific Advisory Board

 Our Business and Scientific Advisory Board exists
to assist the Board of Directors with understanding both the regulatory and business aspects of the biopharmaceutical industry are particularly
valuable for the expansion and commercialization of AAGP applications. The current member on the board is:

 •

 Mr. Peter Jensen, former director of the Company.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), requires the Company's directors, executive officers and holders of more than 10% of
the Company's common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes
in ownership of common stock and other equity securities of the Company. To our knowledge, based solely on a review of copies of
Forms 3, 4 and 5 and any amendments thereto filed with the Securities and Exchange Commission and stockholder reports from our transfer
agent and written representations that no other reports were required, during the fiscal year ended December 31, 2024 our officers, directors
and 10% or more stockholders complied with all Section 16(a) filing requirements applicable to them except that Mr. Smith filed one Form
4 late representing two transactions not reported on a timely basis.

 \ITEM 11.

 EXECUTIVE COMPENSATION

 The following table summarizes the annual compensation paid to ProtoKinetix's
named executive officers for the two years ended December 31, 2024 and 2023:

 Summary Compensation Table for Executive Officers

 Name
 and Principal Position

 Fiscal
 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($)

 Option
 Awards(1)
 ($)

 Non-equity
 Incentive
 Plan
 ($)

 Nonqualified
 Deferred
 Earnings
 ($)

 All
 Other
 ($)

 Total
 ($)

 President & CEO

 2024

 —

 —

 —

 —

 —

 —

 —

 —

 2023

 —

 —

 —

 —

 —

 —

 —

 —

 Michael R. Guzzetta

 Chief Financial Officer

 2024

 60,000

 —

 —

 —

 —

 —

 —

 60,000

 2023

 60,000

 —

 —

 —

 —

 —

 —

 60,000

 (1)
 Represents the grant date full fair value of compensation costs of stock options granted
during the respective year for financial statement reporting purposes, using the Black-Scholes option pricing model. Assumptions used
in the calculation of these amounts are included in the Company's consolidated financial statements. Refer to the Outstanding Equity
Awards at Fiscal Year End schedule regarding option details on an award-by-award basis.

 Consulting Agreements

 We have entered into consulting
agreements with certain Company officers as set forth below.

– Mr. Smith is Chief Executive Officer and President of the Company. He entered into a consulting agreement with the Company
dated December 30, 2016 (effective January 1, 2017) (the "2017 Smith Agreement").

 The 2017 Smith Agreement provides for a one-year term
through December 31, 2017 and for an annual salary of $1.00. Mr. Smith is entitled to receive a bonus payment equal to 2.5% of the
aggregate value of any application sale or license of any patent rights or products effected during the term of the 2017 Smith Agreement.

 Mr. Smith is also entitled to a termination fee if
the agreement is terminated for the following two reasons:

 •

 A termination without cause: If Mr. Smith is terminated without cause he will be entitled to a termination fee of $100,000 per year of service (including the pro-rata amount for partial years of service);

 •

 A termination upon a change of control event: Following a change of control event he will be entitled to a termination fee equal to $100,000 per year of service (including the pro-rata amount for partial years of service) plus 2.5% of the aggregate transaction value of the change of control.

 On September 1, 2017, Mr. Smith and the Company entered
into an amendment to the 2017 Smith Agreement (the "September Amendment"), whereby the term of the agreement was extended
from December 31, 2017 to December 31, 2018 and automatically renews for one-year increments under the same terms and conditions of the
2017 Smith Agreement, unless either party gives written notice to the other party at least 30 days prior to the end of such calendar year.

 On December 7, 2022, in connection with Mr. Smith's
continued service to the Company, the Company cancelled, and concurrently replaced 32,350,000 stock options previously issued
to Mr. Smith pursuant to the Company's Amended 2017 Plan between 2021 to 2022 at exercise prices between $0.06 and $0.11 per share.
The replacement options are fully vested and have a term of 6 years, exercisable at a price of $0.028 per share, expiring
on December 6, 2028.

 Please refer to "Outstanding Equity
Awards at Fiscal Year-End" for a description of the option grants held by Mr. Smith.

 Michael R. Guzzetta – Mr. Guzzetta
is Chief Financial Officer of the Company. He entered into a consulting agreement with the Company dated November 14, 2017. The
consulting agreement term is from November 14, 2017 to December 1, 2018, with automatic renewal in one-year increments with both parties
having a right to terminate by giving either party notice 30 days prior to the end of the term. It also provides for a monthly consulting
fee of $5,000. In 2024, the Company paid Mr. Guzzetta $60,000 in consulting fees, and reimbursed The Guzzetta Company LLC $6,000 for office
rent of $500 monthly. In 2023, he received $60,000 in consulting fees and The Guzzetta Company LLC was reimbursed $6,000 for office rent
of $500 monthly.

 On December 7, 2022, in connection with Mr. Guzzetta's
continued service to the Company, the Company cancelled, and concurrently replaced 13,260,000 stock options previously issued
to Mr. Guzzetta pursuant to the Company's Amended 2017 Plan between 2018 to 2021 at various exercise prices between $0.06 and $0.11
per share. The replacement options are fully vested and have a term of 6 years, exercisable at a price of $0.028 per share,
expiring on December 6, 2028.

 Please refer to "Outstanding Equity
Awards at Fiscal Year-End" for a description of the option grants held by Mr. Guzzetta.

 Outstanding Equity Awards at Fiscal Year-End

 The following table provides information as to option
awards held by each of the named executive officers of ProtoKinetix

 as of December 31, 2024.

 Name

 Number of

 Securities

 Underlying

 Unexercised Options

 (#)

 Exercisable

 Number of

 Securities

 Underlying

 Unexercised Options

 (#)

 Unexercisable

 Option

 Exercise

 Price

 ($)

 Option

 Expiration

 Date

 32,350,000

 (1)

 —

 0.028

 12/06/2028

 Michael R. Guzzetta

 13,260,000

 (2)

 —

 0.028

 12/06/2028

 (1)
 Represents options
cancelled, and subsequently regranted pursuant to the Amended 2017 Plan on December 7, 2022 at $0.028 per share, fully vested.

 (2)
 Represents options
cancelled, and subsequently regranted pursuant to the Amended 2017 Plan on December 7, 2022 at $0.028 per share, fully vested.

 Director Compensation

 The following table sets forth a summary of the compensation earned
by each non-employee director who served on the Board during the fiscal year ended December 31, 2024:

 Director Compensation

 Fees

 Earned or Paid in Cash

 Bonus

 Stock

 Awards (1)

 Option

 Awards (2)

 Nonequity

 Incentive

 Plan

 Nonqualified

 Deferred

 Earnings

 All Other

 Total

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Edward P. McDonough

 —

 —

 —

 —

 —

 —

 —

 —

 (1)
 The aggregate grant
date fair value of these stock awards was computed in accordance with ASC 718.

 (2)
 Represents
 the grant date full fair value of compensation costs of stock options granted during the
 respective year for financial statement reporting purposes, using the Black-Scholes Option
 Pricing Model. Assumptions used in the calculation of these amounts are included in the Company's
 audited financial statements.

 (3)
 As of December 31, 2023, Mr. McDonough held options to acquire 7,500,000 shares of the Company's
common stock, all of which were vested and exercisable and expire on December 6, 2028.

 On or about December 30, 2016, the Company entered
into a new consulting agreement with Mr. McDonough, effective January 1, 2017 (the "2017 McDonough Agreement").

 On September 1, 2017, the Company entered into an
amendment to the 2017 McDonough Agreement, effective immediately. This new agreement is effective through December 31, 2018, but shall
automatically renew for one-year increments under the same terms and conditions of the 2017 McDonough Agreement unless by stockholder
vote or 30 days prior to the end of such calendar year written notice is given by either party to the other notifying them of a desire
to terminate.

 On December 7, 2023, in connection with Mr. McDonough's
continued service to the Company, the Company cancelled, and concurrently replaced 7,500,000 stock options previously issued
to Mr. McDonough pursuant to the Company's Amended 2017 Plan between 2018 to 2020 at various exercise prices between $0.06 and $0.11
per share. The replacement options are fully vested and have a term of 6 years, exercisable at a price of $0.028 per share,
expiring on December 6, 2028.

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table sets forth certain information
regarding our shares of common stock beneficially owned as of March 28, 2025, for (i) each stockholder known to be the beneficial owner
of more than 5% of our outstanding shares of common stock (ii) each named executive officer and director, and (iii) all executive officers
and directors as a group. A person is considered to beneficially own any shares: (a) over which such person, directly or indirectly,
exercises sole or shared voting or investment power, or (b) of which such person has the right to acquire beneficial ownership at any
time within 60 days through an exercise of stock options, warrants or convertible debt. Shares underlying such options, warrants, and
convertible promissory notes, however, are only considered outstanding for the purpose of computing the percentage ownership of that person
and are not considered outstanding when computing the percentage ownership of any other person. Unless otherwise indicated, voting and
investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial
owner or shared by the owner and the owner's spouse or children.

 Name & Address of Beneficial Owner

 Amount and
 Nature of
 Beneficial
 Ownership

 Beneficial
 Ownership
 Percentage
 as of
 March 28, 2025 (1)

 More than 5% Stockholders

 Grant Young (2)

 52,301,250

 12.46
 %

 Alexandra Smith (3)

 27,700,776

 7.34
 %

 John & Edith Smith (4)

 23,458,709

 6.21
 %

 Directors and Named Executive Officers

 Clarence E. Smith(5)

 117,987,093

 28.78
 %

 Michael R. Guzzetta(6)

 13,996,369

 3.58
 %

 Edward P. McDonough(7)

 7,500,000

 1.95
 %

 All directors and executive officers as a group:

 139,483,462

 34.31
 %

 (1)
 Based on 377,580,152
shares of common stock outstanding on March 28, 2025, and, with respect to each individual holder, rights to acquire common stock exercisable
within 60 days.

 (2)
 Consists of 10,021,250
shares of common stock owned by Mr. Young directly; the right to acquire 6,000,000 shares of common stock upon warrant exercise; the
right to acquire 36,280,000 shares of common stock upon option exercise.

 (3)
 Consists of 27,700,776
shares of common stock owned by Alexandra Smith directly.

 (4)
 Consists of 23,458,709
shares of common stock jointly owned by John and Edith Smith directly.

 (5)
 Consists of 70,214,444
shares of common stock owned by Mr. Smith directly, 13,572,649 held by Mr. Smith's trusts, 1,850,000 held by Mr. Smith's
retirement account, and the right to acquire 32,350,000 shares of common stock upon option exercise.

 (6)
 Consists of 736,369
shares of common stock owned by Mr. Guzzetta directly, and 13,260,000 shares of common stock issuable upon the exercise of stock options.

 (7)
 Consists of 7,500,000
shares of common stock issuable upon the exercise of stock options.

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 The following is a description of transactions
during the last fiscal year in which the transaction involved a material dollar amount and in which any of the Company's directors,
executive officers or holders of more than 5% of the Company's common stock had or will have a direct or indirect material interest,
other than compensation which is described under "Executive Compensation." Management believes the terms obtained or consideration
that was paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the
amounts that would be paid or received, as applicable, in arms' length transactions:

 Pursuant to a consulting agreement with an effective
date of November 14, 2017, a total of $60,000 (2023 - $60,000) was paid or accrued to the Company's CFO. During the year ended
December 31, 2024, the Company reimbursed a company controlled by the CFO a total of $6,000 (2023 - $6,000) in office rent.

 Please refer to "Recent Sales of Unregistered
Securities and Use of Proceeds" for a description of the securities purchased by Mr. Smith during 2024.

 Please refer to "Outstanding Equity
Awards at Fiscal Year-End" for a description of the option grants held by Mr. Smith and Mr. Guzzetta.

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Audit Fees

& Company LLP, Chartered Professional Accountants ("Davidson") the Company's principal accountants billed the Company
$32,390 and $30,366, respectively for fees for the audit of the Company's annual financial statements. All amounts are in
U.S. dollars.

 Audit-Related Fees

did not provide the Company with any assurances or related services reasonably related to the performance of the audit or review of the
Company's financial statements and are not reported above under "Audit Fees."

 Tax Fees

billed $4,100 in 2024 and $4,000 in 2023 for professional services for tax compliance, tax advice, and tax planning.

 All Other Fees

did not bill the Company for fees associated with the preparation and filing of the Company's registration statements, the creation
of pro forma financial statements and other related matters.

billed the Company $25,811 and $25,811 for fees for the review of the Company's quarterly financial statements. All amounts
are in U.S. dollars.

 Audit Committee Pre-Approval Policies

 The Company currently does not have a formal audit
committee. The Company's Board of Directors currently approves in advance all audit and non-audit related services performed
by the Company's principal accountants and appointed Ed McDonough as the responsible director to review all financial information
of the Company and correspond with the independent auditors regarding the same.

 ITEM 15.

 EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULE

 EXHIBIT INDEX

 The following documents are being filed with
the Commission as exhibits to this Annual Report on Form 10-K.

 Incorporated
 by Reference

 Filed
 or

 Furnished

 No.

 Exhibit
 Description

 Form

 Date
 Filed

 Number

 Herewith

 3.1

 Amended and Restated Articles
 of Incorporation as filed on February 16, 2022

 2/14/2022

 3.1

 3.2

 Amended and Restated Bylaws
 of the Company as approved on December 20, 2021

 12/23/2021

 3.2

 4.1

 Amended 2017 Stock Option
 and Stock Bonus Plan

 11/13/2018

 4.1

 4.2

 Amendment
 to Amended 2017 Stock Option and Stock Bonus Plan as approved on July 15, 2019

 7/17/2019

 4.1

 4.3

 Amendment
 to Amended 2017 Stock Option and Stock Bonus Plan as approved on April 6, 2020

 4/10/2020

 4.1

 4.4

 Consultant
 Warrant

 3/17/2023

 4.4

 4.5

 Form
 of Warrant

 3/17/2023

 4.5

 4.6

 Description of Capital Stock of the Company

 Filed

 10.1

 Royalty
 Agreement between the Company and The Governors of the University of Alberta, dated April 8, 2015

 4/14/2015

 10.6

 10.2

 Collaborative
 Research Agreement between the Company and the University of British Columbia, dated May 31, 2016

 8/15/2016

 10.10

 10.3

 Consulting
 Agreement between the Company and Clarence E. Smith, dated December 30, 2016

 2/21/2017

 10.9

 10.4

 Director
 Consulting Agreement between the Company and Edward P. McDonough, dated December 30, 2016

 2/21/2017

 10.11

 10.5

 Consulting
 Agreement between the Company and Grant Young, dated December 30, 2016

 11/13/2017

 10.13

 10.6

 First
 Amendment to Consulting Agreement between Clarence E. Smith and the Company dated September 1, 2017

 9/12/2017

 10.6

 10.7

 First
 Amendment to Consulting Agreement between Grant Young and the Company dated September 1, 2017

 9/12/2017

 10.3

 10.8

 First
 Amendment to Consulting Agreement between Edward P. McDonough and the Company dated September 1,
 2017

 8-K/A

 9/12/2017

 10.2

 10.9

 Consulting Agreement between
 ProtoKinetix Incorporated and Michael Guzzetta, dated November 14, 2017

 11/15/2017

 10.1

 14.1

 Code
 of Business Conduct and Ethics and Whistleblower Policy adopted July 8, 2019

 7/17/2019

 14.1

 19.1

 Insider Trading Policy adopted July 8, 2019

 Filed

 19.2

 Policy on Trading Blackout Periods adopted July 8, 2019

 Filed

 31.1

 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 Filed

 31.2

 Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 Furnished, not filed herewith

 32.1

 Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 Furnished, not filed herewith

 101.INS

 Instance Document

 Filed

 101.SCH

 Filed

 101.CAL

 Document

 Filed

 101.DEF

 Document

 Filed

 101.LAB

 Filed

 101.PRE

 Document

 Filed

 Cover

 Filed

 ITEM 16.

 Form 10-K Summary

 This Item is optional and the registrant is not
required to furnish this information.

 SIGNATURES

 Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Dated: March 28, 2025

 By:

 /s/ Clarence E. Smith

 Principal Executive Officer

 Dated: March 28, 2025

 By:

 /s/ Michael R. Guzzetta

 Michael R. Guzzetta

 Principal Financial Officer & Principal Accounting Officer

 Pursuant to the requirement of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

 Dated: March 28, 2025

 By:

 /s/ Clarence E. Smith

 Chief Executive Officer (principal executive officer)

 & Chairman of the Board

 Dated: March 28, 2025

 By:

 /s/ Edward P. McDonough

 Edward P. McDonough

 Director

 FINANCIAL STATEMENTS

 (Stated in US Dollars)

 C O N T E N T S

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID # 731) DAVIDSON & COMPANY LLP, VANCOUVER, BC, CANADA

 FINANCIAL STATEMENTS

 BALANCE SHEETS

 STATEMENTS OF OPERATIONS

 STATEMENT OF STOCKHOLDERS' EQUITY

 STATEMENTS OF CASH FLOWS

 F- 1

 Report of Independent Registered Public Accounting Firm

 To the Shareholders and Directors of ProtoKinetix Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance
sheets of ProtoKinetix Inc. (the "Company") as of December 31, 2024 and 2023, and the related statements of operations, stockholder's
equity and cash flows for the years then ended, and the related notes and schedules (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023,
in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, 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 of $48,228,146 and a working capital deficiency of $127,694 at December 31, 2024. These factors raise substantial
doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in
Note 1. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 F- 2

 Critical Audit Matters

 The critical audit matters communicated
below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated
to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved
our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which they relate.

 Fair value of intangible
assets

 As discussed in Note 4 to the financial statements, the
Company held intangible assets of $469,784 relating to patent and patent application rights.

 We identified the estimation of the
fair value of intangible assets as a critical audit matter. Subjective auditor judgment was required to evaluate management's estimates
and assumptions used to determine the fair value of the intangible assets, including the economic useful life over which the patent rights
are being amortized and whether indicators of impairment were present.

 The following are the primary procedures we performed to address
this critical audit matter:

 We obtained management's impairment analysis of intangible assets and assessment of impairment
triggers.

 We assessed the consistency and reasonableness of the assumptions used
by management in performing the impairment test and whether there were any changes in the expected useful life as compared to prior years.

 We discussed with management the plans and intent for the patents and patent applications.

 We reviewed the Company's ability to fund future activities and reviewed any available budgets
for future periods.

 We confirmed title to ensure patent rights and patent application rights remain in good standing.

 We have served as the Company's
auditor since 2008.

 /s/ DAVIDSON & COMPANY LLP

 Vancouver, Canada

 Chartered Professional Accountants

 March 28, 2025

 F- 3

 BALANCE SHEETS

 As of December 31, 2024 and 2023

 2024

 2023

 ASSETS

 Current Assets

 Cash

 $
 ( 4,697
)

 $
 20,408

 Prepaid expenses and deposits (Note 3)

 1,050

 1,050

 Total current assets

 ( 3,647
)

 21,458

 Intangible assets (Note 4)

 469,784

 459,099

 Total assets

 $
 466,137

 $
 480,557

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities

 Accounts payable and accrued liabilities

 $
 124,047

 $
 44,696

 Total liabilities

 124,047

 44,696

 Stockholders' Equity

 Common stock, $ 0.0000053 par value; 500,000,000 common shares authorized; 371,880,152 and 346,213,485 shares issued and outstanding for 2024 and 2023 respectively (Note 7)

 1,987

 1,850

 Additional paid-in capital

 48,568,249

 48,297,969

 Accumulated deficit

 ( 48,228,146
)

 ( 47,863,958
)

 Total stockholders' equity

 342,090

 435,861

 Total liabilities and stockholders' equity

 $
 466,137

 $
 480,557

 Basis of Presentation – Going
Concern Uncertainties (Note 1)

 Commitments and Contingency (Note
9)

 F- 4

PROTOKINETIX, INCOPORATED

 STATEMENTS OF OPERATIONS

 For the Years Ended December 31, 2024 and 2023

 2024

 2023

 EXPENSES

 Amortization – intangible assets (Note 4)

 $
 52,870

 $
 48,259

 General and administrative

 61,470

 99,619

 Professional fees (Note 8)

 144,806

 155,157

 Research and development

 99,625

 112,444

 Share-based compensation (Notes 5)

 5,417

 —

 Operating Income (Expenses)

)

)

 Net loss for the year

 $
)

 $
)

 Net loss per common share (basic and diluted)

 $
 ( 0.00
)

 $
 ( 0.01
)

 Weighted average number of common shares outstanding (basic and diluted)

 358,557,930

 333,102,754

 F- 5

 STATEMENT OF STOCKHOLDERS' EQUITY

 For the Years Ended December 31, 2023 and 2022

 Common Stock

 Additional
 paid-in

 Accumulated

 Shares

 Amount

 capital

 deficit

 Total

 Balance, December 31, 2022

 322,880,151

 $
 1,726

 $
 47,868,093

 $
 ( 47,448,479
)

 $
 421,340

 Issuance of common stock pursuant to private placement offering

 23,333,334

 429,876

 —

 430,000

 Net loss for the year

 —

 —

 —

)

)

 Balance, December 31, 2023

 346,213,485

 $
 1,850

 $
 48,297,969

 $
 ( 47,863,958
)

 $
 435,861

 F- 6

 STATEMENT OF STOCKHOLDERS' EQUITY

 For the Years Ended December 31, 2024 and 2023

 Common Stock

 Additional
 Paid-in

 Accumulated

 Shares

 Amount

 capital

 deficit

 Total

 Balance, December 31, 2023

 346,213,485

 $
 1,850

 $
 48,297,969

 $
 ( 47,863,958
)

 $
 435,861

 Issuance of common stock pursuant to private placement offering

 25,666,667

 264,863

 —

 265,000

 Fair-value of share based compensation

 —

 —

 5,417

 —

 5,417

 Net loss for the period

 —

 —

 —

)

)

 Balance, December 31, 2024

 371,880,152

 $
 1,987

 $
 48,568,249

 $
 ( 48,228,146
)

 $
 342,090

 F- 7

 STATEMENTS OF CASH FLOWS

 For the Years Ended December 31, 2024 and 2023

 2024

 2023

 CASH FLOWS USED IN OPERATING ACTIVITIES

 Net loss for the year

 $
)

 $
)

 Adjustments to reconcile net loss to cash used in operating activities:

 Amortization – intangible assets

 52,870

 48,258

 Fair value of compensatory options granted

 5,417

 —

 Changes in operating assets and liabilities:

 Prepaid expenses and deposits

 —

 —

 Accounts payable and accrued liabilities

 82,851

 ( 8,768
)

 Net cash used in operating activities

 ( 223,050
)

 ( 375,989
)

 CASH FLOWS USED IN INVESTING ACTIVITIES

 Purchase of intangible assets

 ( 58,055
)

 ( 59,153
)

 Net cash used in investing activities

 ( 58,055
)

 ( 59,153
)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Issuance of common stock for cash

 256,000

 251,000

 Issuance of common stock for shareholder advance

 —

 179,000

 Net cash from financing activities

 256,000

 430,000

 Net change in cash

 ( 25,105
)

 ( 5,142
)

 Cash, beginning of year

 20,408

 25,550

 Cash, end of year

 $
 ( 4,697
)

 $
 20,408

 Cash paid for interest

 $
 —

 $
 —

 Cash paid for income taxes

 $
 —

 $
 —

 Supplementary information – non-cash transactions:

 There were 10,783,334 shares issued in settlement of shareholder advance

 $
 9,000

 $
 179,000

 Intangible asset costs remaining in account payable

 17,434

 11,934

 F- 8

 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 in
accordance with accounting principles generally accepted in the United States of America 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
of $ 48,228,146 and a working capital deficiency of $ 127,694 at December 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 is largely dependent upon future developments, including
but not limited to changes in customer demand, additional mitigation strategies proposed by governmental authorities (including federal,
state, or local stay at home or similar orders), restrictions on the activities of our domestic and international suppliers and shipment
of goods.

 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 financial statements have been prepared
by the Company in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and are expressed
in United States dollars.

 F- 9

 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 December 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.

 F- 10

 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 December 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 December 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.

 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 94,790,000 stock options (December 31, 2023 – 94,290,000) and 6,000,000 warrants (December 31, 2023 – 13,300,000)
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.

 F- 11

 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

 The Company has determined that other significant
newly issued accounting pronouncements are either not applicable to the Company's business or that no material effect is expected
on the financial statements as a result of future adoption.

 Note 3. Prepaid Expenses and Deposits

 The following summarizes the Company's prepaid expenses
and deposits outstanding as at December 31, 2024 and 2023:

 Schedule of prepaid expenses
and deposits outstanding

 2024

 2023

 Rental deposit

 $

 1,050

 $

 1,050

 F- 12

 Note 4. Intangible Assets

 Intangible asset transactions are summarized as follows:

 Intangible asset transactions

 Patent Rights

 Patent Application
 Rights

 Total

 Cost

 Balance, December 31, 2022

 $
 30,000

 $
 484,220

 $
 514,220

 Additions

 —

 71,088

 71,088

 Balance, December 31, 2023

 $
 30,000

 $
 555,308

 $
 585,308

 Additions

 —

 63,555

 63,555

 Balance, December 31, 2024

 $
 30,000

 $
 618,863

 $
 648,863

 Accumulated amortization

 Balance, December 31, 2022

 $
 22,500

 $
 55,450

 $
 77,950

 Amortization

 3,000

 45,259

 48,259

 Balance, December 31, 2023

 $
 25,500

 $
 100,709

 $
 126,209

 Amortization

 3,000

 49,870

 52,870

 Balance, December 31, 2024

 $
 28,500

 $
 150,579

 $
 179,079

 Net carrying amounts

 December 31, 2023

 $
 4,500

 $
 454,599

 $
 459,099

 $
 1,500

 $
 468,284

 $
 469,784

 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 (25,000 Euros) (paid). During the year ended December 31, 2024, the Company recorded $ 52,870 (2023 - $ 48,259) in amortization
expense associated with the Patents Rights.

 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 incurred an additional $618,863 in direct costs relating to the Patent Application Rights, $ 63,555 of which were incurred during
the year ended December 31, 2024.

 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 of 5% 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 $ 2,415 in direct costs relating to the New Patent Application Rights during the year ended December 31, 2016.

 The Company amortizes patents and licenses that have
been filed over their useful lives which range between 18.5 to 20 years. The costs of provisional patents and pending applications is
not amortized until the patent is filed and is reviewed each reporting period. No amortization was recorded on the New Patent Application
Rights to December 31, 2024.

 F- 13

 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 December 31, 2024, there are 94,790,000 options
granted and outstanding under the 2017 Plan.

 Stock option transactions are summarized as follows:

 Schedule of stock option transactions

 Number of
 Stock Options

 Weighted Average Exercise Price

 Weighted Average Remaining Life

 Outstanding, December 31, 2023

 94,290,000

 0.03

 4.92

 Options granted

 0.01

 Outstanding, December 31, 2024

 0.03

 3.93

 During the year ended December 31, 2024, there
were 500,000 stock options granted by Company.

 Total share-based compensation for year ended
December 31, 2024 was $ 5,417
(2023 – $nil 0),
stock options granted and vested during year ended December 31, 2024 was 500,000
( 2023 – nil 0). The weighted – average fair value of stock options granted during the year ended December 31, 2024 was
$ 0.01 (2023 – $ 0.00).

 Schedule of valuation assumptions for options

 December
 31, 2024

 December
 31, 2023

 Risk-free interest rate

 1.76
 %

 —
 %

 Dividend yield

 0.00
 %

 0.00
 %

 Expected stock price volatility

 140.70
 %

 —
 %

 Expected forfeiture rate

 0.00
 %

 0.00
 %

 Expected life

 —

 The following non-qualified stock options were outstanding
and exercisable at December 31, 2024:

 Schedule of non-qualified stock options outstanding
and exercisable

 Expiry date

 Exercise
 Price

 Number
 of Options
 Outstanding

 Number
 of
 Options
 Exercisable

 $

 October 26, 2026

 0.10

 November 26, 2026

 0.10

 250,000

 250,000

 December 6, 2028

 0.028

 93,540,000

 93,540,000

 August 6, 2030

 0.01

 As at December 31, 2024, the aggregate intrinsic value
of the Company's stock options is $Nil 0.

 F- 14

 Note 6. Warrants

 Warrant transactions are summarized as follows:

 Schedule of warrant transactions

 Number of
 Warrants

 Weighted Average Exercise Price

 $

 Outstanding, December 31, 2023

 13,300,000

 0.17

 Warrants expired

 ( 7,300,000
)

 0.05

 Outstanding, December 31, 2024

 6,000,000

 0.028

 The following warrants were outstanding
and exercisable as at December 31, 2024:

 Schedule of warrants were outstanding
and exercisable

 Number of Warrants

 Exercise Price

 Expiry Date

 6,000,000

 0.028

 December 12, 2028

 6,000,000

 F- 15

 Note 7. Stockholders' Equity

 The Company is authorized to issue 500,000,000 (December
31, 2023 – 500,000,000) 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 December 31, 2024 (December 31, 2023 - $Nil).

 During the year ended December 2024, the Company:

 a)

 Issued 1,666,667 shares of common stock ( 1,666,667 shares issued at $ 0.015) as part of a private placement for total proceeds of $ 25,000.

 b)

 Issued 19,100,000 shares of common stock ( 19,100,000 shares issued at $ 0.01) as part of a private placement for total proceeds of $ 191,000.

 c)

 Issued 4,900,000 shares of common stock ( 4,900,000 shares issued at $ 0.01) as part of a private placements for total proceeds of $ 49,000.

 During the year ended December 2023, the Company:

 a)

 Issued 16,000,000 shares of common stock ( 16,000,000 shares issued at $ 0.02) as part of a private placement for total proceeds of $ 320,000.

 b)

 Issued 7,333,334 shares of common stock ( 7,333,334 shares issued at $ 0.015) as part of a private placement for total proceeds of $ 110,000.

 F- 16

 Note 8. Related Party Transactions and Balances

 During the years ended December 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 $ 60,000 (2023 - $ 60,000) was paid or accrued to the Company's CFO. During the year
ended December 31, 2024, the Company reimbursed a company controlled by the CFO a total of $ 6,000 (2023 - $ 6,000) in office rent.

 b) Pursuant to a consulting agreement with
an effective date of November 14, 2017, a total of $ 60,000 (2022 - $ 60,000) was paid or accrued to the Company's CFO. During the year
ended December 31, 2023, the Company reimbursed a company controlled by the CFO a total of $ 6,000 (2022 - $ 11,025) in office rent.

 As at December 31, 2024 there was a
balance of $ 15,000
owed to the CEO of the Company, and $ 9,500
owed to the CFO of the Company (December 31, 2023, there were $nil 0 balances owing to related parties).

 Note 9. Commitments and Contingency

 Commitments

 As at December 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 $ 7,000 per month for providing research and development
services.

 b) 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. Agreement renews annually 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.

 F- 17

 Note 10. Income Taxes

 As a Nevada corporation,
the Company is liable for taxes in the United States. As of December 31, 2024, the Company did not have any income for tax purposes
and therefore, no tax liability or expense has been recorded in these financial statements (December 31, 2023 – $nil).

 A reconciliation of
income taxes at statutory rates with the reported taxes is as follows:

 Schedule of income taxes reconciliation

 2024

 2023

 Net loss for the year

 $
)

 $
)

 Expected income tax recovery

 $
 ( 76,479
)

 $
 ( 87,250
)

 Non-deductible expenses

 $
 —

 $
 —

 Impact of change of future tax rate

 —

 —

 Adjustment to prior years provision versus statutory tax returns

 $

 $
 ( 257,615
)

 Expiration of losses

 $
 281,976

 3,124

 Change in valuation allowance

 ( 205,499
)

 $
 341,741

 Total income tax expense (recovery)

 $
 —

 $
 —

 The Company's deferred tax assets that have not been recognized
are as follows:

 Schedule of deferred tax assets

 Schedule of Deferred Tax Assets

 Tax benefit of net operating loss carry forward

 $
 6,529,189

 $
 6,253,860

 Valuation allowance

 $
 ( 6,529,189
)

 $
 ( 6,253,860
)

 $
 —

 $
 —

 The Company has net operation
loss carryforwards of approximately $ 30,500,000 (December 31, 2023 - $ 30,500,000) to reduce future taxable income. The valuation
allowance has not changed during the year ended December 31,2024. Tax losses expire in years starting from 2023.

 The deferred tax asset associated
with the tax loss carry forward is approximately $ 6,296,352 (December 31, 2023 - $ 6,296,352). The Company has provided a full valuation
allowance against the deferred tax asset since it is more likely than not that the asset will not be realized.

 Note 11. Subsequent Events

 Subsequent to the year ended December 31, 2024, the Company:

 a)

 Issued 5,700,000
 units (each unit consisting of 1 share of common stock and 1 warrant to purchase 1/2 share of common stock at $ 0.01)
 as part of a private placement for total proceeds of $ 52,500
 and relief of debt amount of $ 4,500.