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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Clarence
E. Smith
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
SC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
91,451,8251
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8.
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SHARED
VOTING POWER
N/A
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9.
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SOLE
DISPOSITIVE POWER
91,451,825
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10.
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SHARED
DISPOSITIVE POWER
N/A
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,451,825
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.8%
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14.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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1
Includes 54,899,999 shares of common stock held by Mr. Smith personally;
13,235,160 shares held in Mr. Smith’s trust; 1,850,000 held in Mr. Smith’s retirement account; 21,250,000 shares owned
directly by Mr. Smith by virtue of holding options exercisable in accordance with Rule 13d-1; and 216,666 shares owed directly
by Mr. Smith by virtue of holding warrants exercisable in accordance with Rule 13d-1.
This Amendment No. 14 to Schedule 13D,
dated March 31, 2020 (this “Amendment No. 14”), is being filed by the undersigned to amend the Schedule
13D originally filed on March 24, 2014 (the “Original 13D”), Amendment No. 1 to the Original 13D filed on
July 8, 2015, Amendment No. 2 filed on May 5, 2016, Amendment No. 3 filed on July 11, 2016, Amendment No. 4 filed on
September 19, 2016, Amendment No. 5 filed on November 7, 2016, Amendment No. 6 filed on December 7, 2016, Amendment No.
7 filed on December 22, 2016, Amendment No. 8 filed on December 23, 2016, Amendment No. 9 filed on January 17, 2018,
Amendment No. 10 filed on June 12, 2018, Amendment No. 11 filed on January 17, 2019, Amendment No. 12 filed on April 16,
2019, and Amendment No. 13 filed on July 17, 2019. This Amendment No. 14 relates to the common stock, $0.0000053 par value,
of ProtoKinetix, Incorporated (“ProtoKinetix” or the “Company”). This Amendment No. 14
is being filed by Mr. Smith to report an increase in his beneficial ownership of common stock due to the acquisition of
additional common stock of ProtoKinetix, acquisition of a warrant for common stock, the grant of new options, and the vesting
of options. Except as set forth herein, the Original Schedule 13D is unmodified.
ITEM
1. SECURITY AND ISSUER
The
principal executive offices of ProtoKinetix are presently located at 412 Mulberry Street, Marietta, Ohio 45750.
ITEM
2. IDENTITY AND BACKGROUND
(c)
Oil and gas industry entrepreneur. Mr. Smith’s primary occupation is President, Chief Executive Officer and Director of
ProtoKinetix. ProtoKinetix’s principal address is 412 Mulberry Street, Marietta, Ohio 45750.
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 19, 2019, Mr. Smith acquired
216,666 shares of common stock of ProtoKinetix and a warrant to purchase 216,666 shares of common stock exercisable at $0.12 per
share until Deecmber 18, 2022, pursuant to a private placement.
Mr. Smith acquired, through the Clarence
E. Smith Trust: (i) 21,551 shares of common stock on the open market at $0.10 per share on December 30, 2019; (ii) 42,249 shares
of common stock on the open market at $0.11 per share on December 31, 2019; and (iii) 4,200 shares of common stock on the open
market at $0.10 per share on January 3, 2020.
On March 26, 2020, ProtoKinetix cancelled
options issued to Mr. Smith to purchase up to 15,000,000 shares of common stock of ProtoKinetix and granted new options to purchase
10,000,000 shares of common stock at an exercise price of $0.14 per share. The new options expire on March 25, 2026 and are fully
vested as of the date of grant.
ITEM
4. PURPOSE OF THE TRANSACTION
No
change.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER
(a)
Mr. Smith beneficially owns 91,451,825 shares of common stock of ProtoKinetix which amounts
to approximately 30.8% of the total number of common shares currently outstanding, of which 54,899,999 are owned directly by Mr.
Smith, or held in a brokerage account for his benefit, 13,235,160 shares are owned indirectly by Mr. Smith through his trusts,
1,850,000 are owned indirectly by Mr. Smith through his retirement account, 21,250,000 shares are owned directly by Mr. Smith by
virtue of holding options exercisable in accordance with Rule 13d-1, and 216,666 shares are owned directly by Mr. Smith by virtue
of holding warrants exercisable in accordance with Rule 13d-1.
(b)
Mr. Smith has sole voting and dispositive power over 91,451,825 shares of common stock of
ProtoKinetix.
(c)
Please see Item 3 above for a description of securities transactions.
(d)
No other person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of common stock described herein, except as described in Item 6, below.
(e)
Not applicable.
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER.
No
change.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS
No
change.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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March 31, 2020
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/s/ Clarence E. Smith
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Clarence E. Smith
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