MYMETICS CORP - Quarter Report: 2018 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For
the quarterly period ended September 30, 2018
or
☐
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: 000-25132
MYMETICS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
|
25-1741849
|
State
or Other jurisdiction of
Incorporation or Organization
|
I.R.S.
Employer
Identification No.
|
c/o Mymetics SA
Route de la Corniche 4
Epalinges, Switzerland
|
CH-1066
|
Address
of Principal Executive Offices
|
Zip
Code
|
011 41 21 653 4535
|
Registrant’s Telephone Number, Including Area
Code
|
|
Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report
|
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ☒
No ☐
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such
files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
|
Large accelerated filer ☐
|
|
Accelerated filer ☐
|
|
|
Non-accelerated filer ☐
|
|
Smaller reporting company ☒
|
|
|
Emerging growth company ☐
|
|
|
|
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Act). Yes
☐ No ☒
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable
date:
Class
|
|
Outstanding at November 13, 2018
|
Common Stock, $0.01 par value
|
|
303,757,622
|
PART
I. FINANCIAL
INFORMATION
ITEM
1.
FINANCIAL STATEMENTS
MYMETICS CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In
Thousands of Euros, Except Share and Per Share
Amounts)
|
September 30,
|
December 31,
|
|
2018
|
2017
|
ASSETS
|
|
|
Current
Assets
|
|
|
Cash
|
E254
|
E1,180
|
Receivables
|
348
|
90
|
Prepaid
expenses
|
38
|
36
|
Total
current assets
|
640
|
1,306
|
|
|
|
Property
and equipment, net of accumulated depreciation of E414 at September
30, 2018 and
E391 at December 31, 2017
|
42
|
65
|
Goodwill
|
6,671
|
6,671
|
|
E7,353
|
E8,042
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY (DEFICIT)
|
|
|
Current
Liabilities
|
|
|
Accounts
payable
|
$58
|
$237
|
Deferred
revenue from grants
|
--
|
274
|
Non-convertible
notes payable and related accrued interest to related
parties
|
3,180
|
2,330
|
Convertible
notes payable and related accrued interest to related
parties
|
50,079
|
48,079
|
Total
liabilities
|
53,317
|
50,920
|
|
|
|
|
|
|
Shareholders'
Equity (Deficit)
|
|
|
Common
stock, U.S. $0.01 par value; 1,000,000,000 shares authorized;
issued and outstanding
303,757,622
at September 30, 2018 and at December 31, 2017
|
2,530
|
2,530
|
Preferred
stock, U.S. $0.01 par value; 5,000,000 shares authorized; none
issued or outstanding
|
--
|
--
|
Additional
paid-in capital
|
34,437
|
34,428
|
Accumulated
deficit
|
(83,604)
|
(80,503)
|
Accumulated
other comprehensive income
|
673
|
667
|
|
(45,964)
|
(42,878)
|
|
$7,353
|
$8,042
|
The accompanying notes are an integral part of these financial
statements.
2
MYMETICS
CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
(In
Thousands of Euros, Except Per Share Data)
|
For the Three Months Ended
September 30,
|
For the Nine Months Ended
September 30,
|
||
|
2018
|
2017
|
2018
|
2017
|
Revenue
|
|
|
|
|
Research
and development services
|
E75
|
E--
|
E75
|
E202
|
Grants
|
199
|
399
|
685
|
897
|
|
274
|
399
|
760
|
1,099
|
Expenses
|
|
|
|
|
Research
and development
|
343
|
555
|
922
|
1,522
|
General
and administrative
|
319
|
276
|
832
|
900
|
Bank
fee
|
--
|
1
|
1
|
2
|
Depreciation
|
7
|
10
|
23
|
28
|
Directors'
fees
|
5
|
5
|
15
|
15
|
Foreign
exchange (gain) loss and other
|
11
|
(78)
|
84
|
(285)
|
|
685
|
769
|
1,877
|
2,182
|
|
|
|
|
|
Operating
(loss)
|
(411)
|
(370)
|
(1,117)
|
(1,083)
|
|
|
|
|
|
Interest
expense
|
660
|
647
|
1,970
|
1,942
|
Loss
before income tax (provision) benefit
|
(1,071)
|
(1,017)
|
(3,087)
|
(3,025)
|
|
|
|
|
|
Income
tax (provision) benefit
|
--
|
(3)
|
(14)
|
(6)
|
Net
loss
|
(1,071)
|
(1,020)
|
(3,101)
|
(3,031)
|
|
|
|
|
|
Other
comprehensive loss
|
|
|
|
|
Foreign
currency translation adjustment
|
3
|
(9)
|
6
|
(18)
|
Comprehensive
loss
|
E(1,068)
|
E(1,029)
|
E(3,095)
|
E(3,049)
|
|
|
|
|
|
Basic
earnings per share
|
E(0.00)
|
E(0.00)
|
E(0.01)
|
E(0.01)
|
Diluted
earnings per share
|
E(0.00)
|
E(0.00)
|
E(0.01)
|
E(0.01)
|
The accompanying notes are an integral part of these financial
statements.
3
MYMETICS
CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In
Thousands of Euros)
|
For the Nine Months Ended
|
For the Nine Months Ended
|
|
September 30, 2018
|
September 30, 2017
|
Cash Flow from Operating Activities
|
|
|
Net
loss
|
E(3,101)
|
E(3,031)
|
Adjustments
to reconcile net loss to net cash used in operating
activities
|
|
|
Depreciation
|
23
|
28
|
Stock
compensation expense – options
|
9
|
31
|
Changes
in operating assets and liabilities
|
|
|
Receivables
|
(258)
|
114
|
Accrued
interests on notes payable
|
2,050
|
1,655
|
Accounts
payable
|
(179)
|
(24)
|
Deferred
revenue from grants
|
(274)
|
(432)
|
Other
|
(2)
|
--
|
Net
cash used in operating activities
|
(1,732)
|
(1,659)
|
|
|
|
Cash Flows from Investing Activities
|
|
|
Purchase
of property and equipment
|
--
|
(34)
|
Net
cash used in investing activities
|
--
|
(34)
|
|
|
|
Cash Flows from Financing Activities
|
|
|
Increase
in notes payable
|
800
|
1,150
|
Net
cash provided by investing activities
|
800
|
1,150
|
|
|
|
Effect
on foreign exchange rate on cash
|
6
|
(18)
|
Net
change in cash
|
(926)
|
(561)
|
|
|
|
Cash,
beginning of period
|
1,180
|
1,391
|
Cash,
end of period
|
E254
|
E830
|
The accompanying notes are an integral part of these financial
statements.
4
MYMETICS
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2018
(UNAUDITED)
Note 1. The Company and Summary of Significant Accounting
Policies
BASIS OF PRESENTATION AND GOING CONCERN
The
amounts in the notes are shown in thousands of EURO, unless
otherwise noted, and rounded to the nearest thousand except for
share and per share amounts.
The
accompanying interim period consolidated financial statements of
Mymetics Corporation (the "Company" or “Mymetics”) set
forth herein have been prepared by the Company pursuant to the
rules and regulations of the U.S. Securities and Exchange
Commission (the "SEC"). Certain information and footnote disclosure
normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States
have been condensed or omitted pursuant to such SEC rules and
regulations. The interim period consolidated financial statements
should be read together with the audited financial statements and
the accompanying notes included in the Company's latest annual
report on Form 10-K for the fiscal year ended December 31,
2017.
The
accompanying financial statements of the Company are unaudited.
However, in the opinion of the Company, the unaudited consolidated
financial statements contained herein contain all adjustments
necessary to present a fair statement of the results of the interim
periods presented. All adjustments made during the three-month
period and nine-month period ending September 30, 2018 were of a
normal and recurring nature.
Mymetics
was created for the purpose of engaging in vaccine research and
development. Historically, its main research efforts focused on the
prevention and treatment of the AIDS virus and malaria. The Company
has established a network which enables it to work with education
centers, research centers, pharmaceutical laboratories and
biotechnology companies. Besides the HIV and malaria vaccine
candidates under development, the Company additionally has the
following vaccines in its pipeline; (i) Herpes Simplex which is at
the pre-clinical stage and currently on hold, (ii) influenza which
has finished a clinical trial Phase I, (iii) Respiratory Syncytial
Virus (RSV) which is at the pre-clinical stage and currently on
hold and (iv) Chikungunya virus at the discovery
stage.
As
of September 30, 2018, the Company is in the pre-clinical testing
of some of its vaccine candidates and a commercially viable product
is not expected for several more years. However, the Company
generated some revenue through its license, collaboration and grant
agreements. Currently the Company is working on two research
projects with commercial partners. One project with Sanofi for
influenza vaccines, for which we are currently conducting a
pre-clinical studies and results are expected not before November
2018. A second project with Anergis SA, for which the Company is
preparing virosome based vaccines which include Anergis peptides
for treating birch pollen allergy, which will subsequently be
tested in preclinical studies and results are expected at the
beginning of 2019. The Company is also working on a grant funded
project in the field of HIV being the EU Horizon 2020 and
Switzerland SERI which focuses on developing thermostable and cold
chain independent virosome based vaccines (Maciviva project). This
project will end by October 2018. Management believes that the
Company’s research and development activities will result in
valuable intellectual property that can generate significant
revenues in the future through licensing. Vaccines are one of the
fastest growing markets in the pharmaceutical
industry.
These
consolidated financial statements have been prepared assuming the
Company will continue as a going concern. The Company has
experienced negative cash flows from operations and significant
losses since inception resulting in an accumulated deficit of
E83,604 at September 30, 2018. Further, the Company’s current
liabilities exceed its current assets by E52,677 as of September
30, 2018, and there is no assurance that cash will become available
to pay current liabilities in the near term. Management is seeking
additional financing but there can be no assurance that management
will be successful in any of those efforts. These conditions raise
substantial doubt about the Company’s ability to continue as
a going concern within one year from the issuance of the financial
statements.
PRINCIPLES OF CONSOLIDATION
The
consolidated financial statements include the accounts of the
Company and its subsidiaries. Significant intercompany accounts and
transactions have been eliminated.
5
FOREIGN CURRENCY TRANSLATION
The
Company translates non-Euro assets and liabilities of its
subsidiaries at the rate of exchange at the balance sheet date.
Revenues and expenses are translated at the average rate of
exchange throughout the period. Unrealized gains or losses from
these translations are reported as a separate component of
comprehensive income. Transaction gains or losses are included in
expenses in the consolidated statements of comprehensive loss. The
translation adjustments do not recognize the effect of income tax
because the Company expects to reinvest the amounts indefinitely in
operations. The Company's reporting currency is the Euro because
substantially all of the Company's activities are conducted in
Europe.
CASH
The Company considers all highly liquid investments
purchased with maturities of three months or less to be cash
equivalents. Cash deposits are occasionally in excess of insured
amounts.
REVENUE RECOGNITION
Effective January 1, 2018, the Company adopted
Accounting Standards Codification (ASC) Topic 606, Revenue from
Contracts with Customers, using the modified retrospective method
and there was no impact to financial position and results of
operations as a result of the adoption. This standard applies to
all contracts with customers, except for contracts that are within
the scope of other standards, such as leases, insurance,
collaboration arrangements and financial instruments. Under Topic
606, an entity recognizes revenue when its customer obtains control
of promised goods or services, in an amount that reflects the
consideration which the entity expects to receive in exchange for
those goods or services. To determine revenue recognition for
arrangements that an entity determines are within the scope of
Topic 606, the entity performs the following five steps: (i)
identify the contract(s) with a customer; (ii) identify the
performance obligations in the contract; (iii) determine the
transaction price; (iv) allocate the transaction price to the
performance obligations in the contract; and (v) recognize revenue
when (or as) the entity satisfies a performance obligation. The
Company only applies the five-step model to contracts when it is
probable that the entity will collect the consideration it is
entitled to in exchange for the goods or services it transfers to
the customer. At contract inception, once the contract is
determined to be within the scope of Topic 606, the Company
assesses the goods or services promised within each contract and
determines those that are performance obligations, and assesses
whether each promised good or service is distinct. The Company then
recognizes as revenue the amount of the transaction price that is
allocated to the respective performance obligation when (or as) the
performance obligation is satisfied. Overall, adoption of the new
standard did not result in an adjustment to amounts previously
reported in our consolidated financial statements and there were no
other significant changes impacting the timing or measurement of
our revenue or our business processes and controls.
The Company has concluded that government grants are not within the
scope of Topic 606, as they do not meet the definition of a
contract with a “customer”. The Company concluded the
definition of a contract with a “customer” was not met
as the counterparty to the government grants has not contracted to
obtain goods or services and thus the contracts are not considered
to have commercial substance. Government grants provide the Company
with payments for certain types of expenditures related to research
and development activities over a contractually defined period.
Revenue from government grants is recognized in the period during
which the related costs are incurred, provided that the applicable
conditions under the government contracts have been
met.
Grant Revenue - HORIZON 2020
In April 2015, the Company was selected to receive
project grants with a total of E8.4 million. A total of E5.3
million is funded as part of Horizon 2020, the European Union
research and innovation framework program and up to E3.1 million of
funding will be provided by the Swiss State “Secretariat for
Education, Research and Innovation” (SERI) for the Swiss
based consortium partners. The grant funds the evaluation,
development and manufacturing scale-up of thermo-stable and
cold-chain independent nano-pharmaceutical virosome-based vaccine
candidates. Of the total amount, E3.8 million is directly
attributable to Mymetics’ activities, with the remaining
balance going to the consortium partners. The project started on
May 4, 2015 and will end officially on November 2, 2018, after
which a final report will be prepared and presented.
The amounts mentioned in the following statements are
purely related to Mymetics and not to the other partners in the
project: The Company received a pre-payment from the two granting
organizations for a total value of E1.5 million in May 2015, a
second tranche of E917 from the EU was received in December 2016,
and E614 from “SERI” was received in April 2017, which
was used to finance the next reporting covering the period of
November 2016 to October 2017. In November 2017, the Company
submitted the second report and a new funding request, which
resulted in another tranche of funding from the EU of E77 received
in February 2018. This brings the total funding received year to
date to E3,162, which represents 82% of the agreed contribution.
The total cost incurred year to date by Mymetics for this project
represents 87% of the awarded grant contribution. The Company
received the maximum funding available and will receive the final
payment at end of the project after submission of the final report.
As a result, the additional cost for this project are funded by the
Company until the final payment is received. The total cash funded
by the Company is E262 as of September 30, 2018. The year to date
amount due by SERI and by the EU of E302 is accounted as receivable
and will be paid to the company 60 days after the validation of the
final report. The final report will be submitted in December 2018.
The maximum remaining funds available is E379.
6
ANERGIS SA
In April 2018, the Company entered into a Research and
Option to License Agreement with Anergis SA
(“Anergis”). Under the terms of the Research Agreement,
a pre-clinical study program will evaluate the immunogenicity
profile of the Anergis’ peptides designed to treat birch
allergy when presented on Mymetics’ proprietary virosomes,
with or without undisclosed TLR ligands or other adjuvants, and
will compare the results to Anergis’ AllerT product
combination. The results of the program are expected in the first
quarter of 2019 and is included in research and development
services revenue.
In the event that the results of the pre-clinical study
program are successful, Anergis has the option to obtain an
exclusive worldwide license of Mymetics’ virosome technology
for the development of allergy vaccines. Should Anergis and
Mymetics execute a License and Collaboration Agreement (LCA),
Anergis would make an upfront payment to Mymetics in an amount that
increases as the date of the LCA is executed. The LCA also includes
milestone payments based on certain regulatory clearances and
royalties for net sales. 100% of the agreed payments from the
Research and Option to License Agreement were received as of end of
September 2018. The contractual material has been delivered in
18Q03, therefore the agreed fee is recognized as revenue as of end
of September 30, 2018.
RECEIVABLES
Receivables
are stated at their outstanding principal balances. Management
reviews the collectability of receivables on a periodic basis and
determines the appropriate amount of any allowance. There was no
allowance necessary at September 30, 2018 or December 31, 2017. The
Company writes off receivables to the allowance when management
determines that a receivable is not collectible. The Company may
retain a security interest in the products sold.
PROPERTY AND EQUIPMENT
Property
and equipment is recorded at cost and is depreciated over its
estimated useful life on straight-line basis from the date placed
in service. Estimated useful lives are usually taken as three
years.
IMPAIRMENT OF LONG LIVED ASSETS
Long-lived
assets, which include property and equipment, are assessed for
impairment whenever events or changes in circumstances indicate the
carrying amount of the asset may not be recoverable. The impairment
testing involves comparing the carrying amount to the forecasted
undiscounted future cash flows generated by that asset. In the
event the carrying value of the assets exceeds the undiscounted
future cash flows generated by that asset and the carrying value is
not considered recoverable, impairment exists. An impairment loss
is measured as the excess of the asset’s carrying value over
its fair value, calculated using a discounted future cash flow
method. An impairment loss would be recognized in net income (loss)
in the period that the impairment occurs.
GOODWILL
Goodwill represents the excess of purchase price over
the value assigned to the net tangible and identifiable intangible
assets of a business acquired. The Company typically performs its
annual goodwill impairment test effective as of April 1 of each
year, unless events or circumstances indicate impairment may have
occurred before that time. The Company assesses qualitative factors
to determine whether it is more likely than not that the fair value
of the reporting unit is less than its carrying amount. After
assessing qualitative factors, the Company determined that no
further testing was necessary. If further testing was necessary,
the Company would determine the fair value of each reporting unit,
and compare the fair value to the reporting unit's carrying amount.
An impairment loss would be recognized for the excess of a
reporting unit's carrying amount over its fair value. The Company
currently has only one business unit. As of September 30, 2018,
management believes there are no indications of
impairment.
7
RESEARCH AND DEVELOPMENT
Research
and development costs are expensed as incurred.
TAXES ON INCOME
The
Company accounts for income taxes under an asset and liability
approach that requires the recognition of deferred tax assets and
liabilities for expected future tax consequences of events that
have been recognized in the Company's financial statements or tax
returns. In estimating future tax consequences, the Company
generally considers all expected future events other than
enactments of changes in the tax laws or rates.
The
Company reports a liability, if any, for unrecognized tax benefits
resulting from uncertain income tax positions taken or expected to
be taken in an income tax return. Estimated interest and penalties,
if any, are recorded as a component of interest expense and other
expense, respectively.
The
Company has not recorded any liabilities for uncertain tax
positions or any related interest and penalties at September 30,
2018, or December 31, 2017. The Company’s United States tax
returns are open to audit for the years ended December 31, 2014 to
2017. The returns for the Swiss subsidiary, Mymetics S.A., are open
to audit for the year ended December 31, 2017. The returns for the
Netherlands subsidiaries, Bestewil B.V. and Mymetics B.V., are open
to audit for the year ended December 31, 2017.
EARNINGS PER SHARE
Basic earnings per share is computed by dividing net
income or loss attributable to common shareholders by the weighted
average number of common shares outstanding in the period. Diluted
earnings per share takes into consideration common shares
outstanding (computed under basic earnings per share) and
potentially dilutive securities. For the periods ended September
30, 2018 and 2017, options and convertible debt were not included
in the computation of diluted earnings per share because their
effect would be anti-dilutive due to net losses incurred under the
treasury stock method.
For the three and nine months ended September 30, 2018,
the basic weighted and diluted average number of shares was
303,757,622. The total potential number of shares issuable of
650,633,523 at September 30, 2018 includes 621,533,523 potential
issuable shares related to convertible loans, and 29,100,000
potential issuable shares related to outstanding stock options
granted to employees.
For the three and nine months ended September 30, 2017,
the basic weighted and diluted average number of shares was
303,757,622. The total potential number of shares issuable of
614,033,846 at September 30, 2017 includes 584,933,846 potential
issuable shares related to convertible loans, and 29,100,000
potential issuable shares related to outstanding stock options
granted to employees.
PREFERRED STOCK
The
Company has authorized 5,000,000 shares of preferred stock that may
be issued in several series with varying dividend, conversion and
voting rights. No preferred shares are issued or outstanding at
September 30, 2018 or December 31, 2017.
STOCK-BASED COMPENSATION
Compensation cost for all share-based payments is based
on the estimated grant-date fair value. The Company amortizes stock
compensation cost ratably over the requisite service
period.
The
issuance of common shares for services is recorded at the quoted
price of the shares on the date the shares are issued. No shares
were issued to individuals as fee for services rendered in the nine
months ended September 30, 2018 nor in the nine months ended
September 30, 2017.
During
the three month periods ended September 30, 2018 and 2017, stock
compensation expense amounted to E1 and E13, respectively. Stock
compensation expense amounted to E9 and E31 during the nine month
periods ended September 30, 2018 and 2017, respectively, and is
included in the consolidated statements of comprehensive loss
within general and administrative expenses.
ESTIMATES
The
preparation of financial statements in conformity with United
States generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
8
FAIR VALUE MEASUREMENTS
Fair
value guidance establishes a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value. These tiers
include:
Level
1-
Quoted
prices in active markets for identical assets or
liabilities.
Level
2-
Inputs
other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or
liabilities;
quoted prices in markets that are not active; or other inputs that
are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities.
Level
3-
Unobservable
inputs that are supported by little or no market activity and that
are significant to the fair value of the assets
or liabilities.
FAIR VALUES OF FINANCIAL INSTRUMENTS
The
Company generally has the following financial instruments: cash,
receivables, accounts payable, and notes payable. The carrying
value of cash, receivables and accounts payable, approximates their
fair value based on the short-term nature of these financial
instruments. Management believes that it is not practicable to
estimate the fair value of the notes payable due to the unique
nature of these instruments.
CONCENTRATIONS
The Company derived 100% of grant revenue for the three
and nine month periods ended September 30, 2018 and September 30,
2017 from one partner, respectively.
RELATED PARTY TRANSACTIONS
Mr. Ernest M. Stern, the Company’s outside
U.S. counsel, is both a director of the Company and was a partner
in Akerman LLP, the firm retained as legal counsel by the Company.
Mr. Stern resigned from the firm Akerman LLP and became a partner
in the law firm of Culhane Meadows PLLC as of March 1, 2017.
Culhane Meadows PLLC is the Company’s legal counsel effective
March 1, 2017. The Company incurred professional fees to the
counsel's law firms totaling E23 and E31 for the nine months ended
September 30, 2018 and 2017, respectively.
Two
of the Company’s major shareholders have granted secured
convertible notes and short term convertible notes and promissory
notes, which have a total carrying amount of E52,876, including
interest due to date. Conversion prices on the Euro-denominated
convertible debt have been fixed to a fixed Euro/US dollar exchange
rate.
Note 2. Debt Financing
Certain
principal shareholders have granted the Company secured convertible
notes (in accordance with the Uniform Commercial Code in the State
of Delaware), short term convertible notes and other short term
notes, which have a total carrying value of E53,259 including
interest due to date. Interest incurred on these notes since
inception has been added to the principal amounts.
9
The details of the convertible notes and loans are as follows at
September 30, 2018:
|
|
|
|
|
|
|
Fixed
|
|
|
|
|
|
|
|
Conversion
|
Rate
|
|
Lender
|
|
1st-Issue
|
Principal
|
Duration
|
Interest
|
Price
|
EUR/USD
|
|
Price
|
|
Date
|
Amount
|
(Note)
|
Rate
|
(stated)
|
Conversion
|
|
Eardley
Holding A.G. (1)
|
|
06/23/2006
|
E
|
164
|
(2)
|
10%
pa
|
$0.10
|
N/A
|
Anglo Irish
Bank S.A.(3)
|
|
10/21/2007
|
E
|
500
|
(2)
|
10%
pa
|
$0.50
|
1.4090
|
Round
Enterprises Ltd.
|
|
12/10/2007
|
E
|
1,500
|
(2)
|
10%
pa
|
$0.50
|
1.4429
|
Round
Enterprises Ltd.
|
|
01/22/2008
|
E
|
1,500
|
(2)
|
10%
pa
|
$0.50
|
1.4629
|
Round
Enterprises Ltd.
|
|
04/25/2008
|
E
|
2,000
|
(2)
|
10%
pa
|
$0.50
|
1.5889
|
Round
Enterprises Ltd.
|
|
06/30/2008
|
E
|
1,500
|
(2)
|
10%
pa
|
$0.50
|
1.5380
|
Round
Enterprises Ltd.
|
|
11/18/2008
|
E
|
1,200
|
(2)
|
10%
pa
|
$0.50
|
1.2650
|
Round
Enterprises Ltd.
|
|
02/09/2009
|
E
|
1,500
|
(2)
|
10%
pa
|
$0.50
|
1.2940
|
Round
Enterprises Ltd.
|
|
06/15/2009
|
E
|
5,500
|
(2,4)
|
10%
pa
|
$0.80
|
1.4045
|
Eardley
Holding A.G.
|
|
06/15/2009
|
E
|
100
|
(2,4)
|
10%
pa
|
$0.80
|
1.4300
|
Von
Meyenburg
|
|
08/03/2009
|
E
|
200
|
(2)
|
10%
pa
|
$0.80
|
1.4400
|
Round
Enterprises Ltd.
|
|
10/13/2009
|
E
|
2,000
|
(2)
|
5%
pa
|
$0.25
|
1.4854
|
Round
Enterprises Ltd.
|
|
12/18/2009
|
E
|
2,200
|
(2)
|
5%
pa
|
$0.25
|
1.4338
|
Round
Enterprises Ltd.
|
|
08/04/2011
|
E
|
1,034
|
(5,6)
|
10%
pa
|
$0.034
|
N/A
|
Eardley
Holding A.G.
|
|
08/04/2011
|
E
|
259
|
(5,6)
|
10%
pa
|
$0.034
|
N/A
|
Round
Enterprises Ltd.
|
|
11/08/2011
|
E
|
400
|
(6)
|
10%
pa
|
$0.034
|
1.3787
|
Eardley
Holding A.G.
|
|
11/08/2011
|
E
|
100
|
(6)
|
10%
pa
|
$0.034
|
1.3787
|
Round
Enterprises Ltd.
|
|
02/10/2012
|
E
|
1,000
|
(6)
|
10%
pa
|
$0.034
|
1.3260
|
Eardley
Holding A.G.
|
|
02/14/2012
|
E
|
200
|
(6)
|
10%
pa
|
$0.034
|
1.3260
|
Round
Enterprises Ltd.
|
|
04/19/2012
|
E
|
322
|
(6)
|
10%
pa
|
$0.034
|
1.3100
|
Eardley
Holding A.G.
|
|
04/19/2012
|
E
|
80
|
(6)
|
10%
pa
|
$0.034
|
1.3100
|
Round
Enterprises Ltd.
|
|
05/04/2012
|
E
|
480
|
(6)
|
10%
pa
|
$0.034
|
1.3152
|
Eardley
Holding A.G.
|
|
05/04/2012
|
E
|
120
|
(6)
|
10%
pa
|
$0.034
|
1.3152
|
Round
Enterprises Ltd.
|
|
09/03/2012
|
E
|
200
|
(6)
|
10%
pa
|
$0.034
|
1.2576
|
Eardley
Holding A.G.
|
|
09/03/2012
|
E
|
50
|
(6)
|
10%
pa
|
$0.034
|
1.2576
|
Round
Enterprises Ltd.
|
|
11/14/2012
|
E
|
500
|
(6)
|
10%
pa
|
$0.034
|
1.2718
|
Eardley
Holding A.G.
|
|
12/06/2012
|
E
|
125
|
(6)
|
10%
pa
|
$0.034
|
1.3070
|
Round
Enterprises Ltd.
|
|
01/16/2013
|
E
|
240
|
(6)
|
10%
pa
|
$0.034
|
1.3318
|
Eardley
Holding A.G.
|
|
01/16/2013
|
E
|
60
|
(6)
|
10%
pa
|
$0.034
|
1.3318
|
Round
Enterprises Ltd.
|
|
03/25/2013
|
E
|
400
|
(6)
|
10%
pa
|
$0.037
|
1.2915
|
Eardley
Holding A.G.
|
|
04/14/2013
|
E
|
150
|
(6)
|
10%
pa
|
$0.034
|
1.3056
|
Round
Enterprises Ltd.
|
|
04/14/2013
|
E
|
600
|
(6)
|
10%
pa
|
$0.034
|
1.3056
|
Eardley
Holding A.G.
|
|
05/15/2013
|
E
|
170
|
(6)
|
10%
pa
|
$0.037
|
1.2938
|
Round
Enterprises Ltd.
|
|
05/15/2013
|
E
|
680
|
(6)
|
10%
pa
|
$0.037
|
1.2938
|
Eardley
Holding A.G.
|
|
06/24/2013
|
E
|
60
|
(6)
|
10%
pa
|
$0.025
|
1.3340
|
Round
Enterprises Ltd.
|
|
06/24/2013
|
E
|
240
|
(6)
|
10%
pa
|
$0.025
|
1.3340
|
Eardley
Holding A.G.
|
|
08/05/2013
|
E
|
80
|
(6)
|
10%
pa
|
$0.018
|
1.3283
|
Round
Enterprises Ltd.
|
|
08/05/2013
|
E
|
320
|
(6)
|
10%
pa
|
$0.018
|
1.3283
|
Eardley
Holding A.G.
|
|
03/01/2017
|
E
|
230
|
(7)
|
2.5%
pa
|
N/A
|
N/A
|
Round
Enterprises Ltd.
|
|
03/01/2017
|
E
|
920
|
(7)
|
2.5%
pa
|
N/A
|
N/A
|
Eardley
Holding A.G.
|
|
10/18/2017
|
E
|
230
|
(7)
|
2.5%
pa
|
N/A
|
N/A
|
Round
Enterprises Ltd.
|
|
10/18/2017
|
E
|
920
|
(7)
|
2.5%
pa
|
N/A
|
N/A
|
Eardley
Holding A.G.
|
|
06/01/2018
|
E
|
160
|
(7)
|
2.5%
pa
|
N/A
|
N/A
|
Round
Enterprises Ltd.
|
|
06/01/2018
|
E
|
640
|
(7)
|
2.5%
pa
|
N/A
|
N/A
|
Total Short
Term Principal Amounts
|
|
|
E
|
30,834
|
|
|
|
|
Accrued
Interest
|
|
|
E
|
22,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LOANS
AND NOTES
|
|
|
E
|
53,259
|
|
|
|
|
10
(1) Private investment company of Dr. Thomas Staehelin, member of
the Board of Directors and of the Audit Committee of the Company.
Face value is stated in U.S. dollars at $190.
(2) This maturity date is automatically prolonged for periods of
three months, unless called for repayment.
(3) Renamed Hyposwiss Private Bank Genève S.A. and acting on
behalf of Round Enterprises Ltd. which is a major
shareholder.
(4) The loan is secured against 2/3rds of the IP assets of Bestewil
Holding BV and against all property of the Company.
(5) The face values of the loans are stated in U.S. dollars at
$1,200 and $300, respectively.
(6) This maturity date is automatically prolonged for periods of
three months, unless called for repayment. The conversion price per
share is determined by the lower of (i) reducing by 10% the price
per share of the Company’s common stock paid by the investors
in connection with an investment in the Company of not less than
US$20,000, or (ii) at the stated conversion price using a fixed
exchange rate which are noted in the table above.
(7) The maturity date the later of (i) September 30, 2018, or (ii)
the end of a subsequent calendar quarter in which the Company
receives a written request from the lender for repayment of the
unpaid principal and accrued interest due under the
Notes.
Note 3. Subsequent Events
On October 16, 2018, the Company has announced the start of a small
research project in the field of cancer immunotherapy together with
eTheRNA N.V., a clinical stage biotech company developing novel
mRNA cancer immunotherapy. The objective of the project is
to evaluate the suitability of Mymetics’ proprietary virosome
vaccine delivery technology in combination with mRNA, specifically
eTheRNA’s proprietary TriMix mRNA. eTheRNA will evaluate the
duration and intensity of mRNA expression in vivo and the induction
of antigen specific T cells and antitumor efficacy upon therapeutic
vaccination in selected tumor models.
Mymetics’
virosome particles have shown to be able to trigger good specific T
cell responses as virosomes are able to be absorbed and processed
by dendritic cells, thereby presenting specific antigens to T-Cells
to promote immunity against these foreign antigens.
The
project is the first step in determining if there is a basis for a
further collaboration between Mymetics and eTheRNA, of short
duration and without immediate commercial impact for either of the
parties involved.
In
November, 2018, the Company agreed with Round Enterprises Ltd and
Eardley Holding AG the issuance of promissory notes with a total
combined value of E800, with an annual interest rate of 2.5% and a
maturity date which is the later of (i) June 30, 2019, or (ii) the
end of a subsequent calendar quarter in which the Company receives
a written request from the lender for repayment of the unpaid
principal and accrued interest due under the Notes. The total amount of E800 has been received on
November 2018.
11
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The
following discussion and analysis of the results of operations and
financial condition of Mymetics for the periods ended September 30,
2018 and 2017 should be read in conjunction with the Company's
audited consolidated financial statements for the year ended
December 31, 2017 and related notes and the description of the
Company's business and properties included elsewhere
herein.
This
report contains forward-looking statements that involve risks and
uncertainties. The statements contained in this report are not
purely historical, but are forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended.
These forward looking statements concern matters that involve risks
and uncertainties that could cause actual results to differ
materially from those projected in the forward-looking statements.
Words such as "may," "will," "should," "could," "expect," "plan,"
"anticipate," "believe," "estimate," "predict," "potential,"
"continue", "probably" or similar words are intended to identify
forward looking statements, although not all forward looking
statements contain these words.
Although
we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results,
levels of activity performance or achievements. Moreover, neither
we nor any other person assumes responsibility for the accuracy and
completeness of the forward-looking statements. We are under no
duty to update any of the forward-looking statements after the date
hereof to conform such statements to actual results or to changes
in our expectations.
Readers
are urged to carefully review and consider the various disclosures
made by us which attempt to advise interested parties of the
factors which affect our business, including without limitation
disclosures made under the captions "Management Discussion and
Analysis of Financial Condition and Results of Operations," "Risk
Factors," "Consolidated Financial Statements" and "Notes to
Consolidated Financial Statements" included in our annual report on
Form 10-K for the year ended December 31, 2017 and, to the extent
included therein, our quarterly reports on Form 10-Q filed during
fiscal year 2017.
THREE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
Revenue
was E274 and E399 for the three months ended September 30, 2018 and
2017, respectively, the decrease in revenue recognized is related
to a 55% decrease in the work performed under the Horizon 2020
grants, as compared to the same period in 2017, while the fee from
the Research and Option to License Agreement with Anergis of E75
was recognized as of end of September 30, 2018.
12
Costs
and expenses decreased to E685 for the three months ended September
30, 2018 from E769 (-10.9%) for the three months ended September
30, 2017, mainly due a decrease in R&D expenses.
Research
and development expenses decreased to E343 in the current period
from E555 (-38.2%) in the comparative period of 2017, mainly due to
lower subcontracting services related to the Maciviva project
during the three month period ending September 30,
2018.
General
and administrative expenses increased to E319 in the three months
ended September 30, 2018 from E276 (15.6%) in the comparative
period of 2017. The increase is mainly due to higher annual D&O
insurance premium as compared to previous years.
The
Company reported a Net Operating Loss of (E411) in the three months
ended September 30, 2018 and (E370) in the comparative period in
2017.
The
Company reported a net loss of (E1,071), or (E0.00) per share, for
the three months ended September 30, 2018, compared to a net loss
of (E1,020), or (E0.00) per share, for the three months ended
September 30, 2017.
NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
Revenue was E760 and E1,099 for the nine months
ended September 30, 2018 and 2017, respectively, mainly
related to a decrease of the revenue recognized for the work
performed under the Horizon 2020 grants and E202 of revenue related
to the Research Agreement with Sanofi Pasteur Biologics (to
investigate the immunogenicity of influenza vaccines based on
Mymetics’ proprietary virosome technology platform in
preclinical) recognized during the nine months ended September 30,
2017.
Costs
and expenses decreased to E1,856 for the nine months ended
September 30, 2018 from E2,182 (-14.9%) for the nine months ended
September 30, 2017, mainly due to a decrease in the R&D costs
related to the Horizon 2020 Maciviva project.
Research and development expenses decreased to
E922 in the current period from E1,522 (-39.4%) in the comparative
period of 2017, mainly due to lower subcontracting services
related to the Maciviva project during
the nine month period ending September 30,
2018.
General
and administrative expenses decreased to E832 in the nine months
ended September 30, 2018 from E900 (-7.6%) in the comparative
period of 2017. The decrease is mainly due to higher legal and
audit cost related to the goodwill testing, incurred during the
comparative period ended September 2017.
Foreign
exchange revaluation generated a net loss of (E84) during the nine
months ended September 30, 2018 and a net gain of E285 during the
nine months ended September 30, 2017, which is due to the
revaluation of existing US$ based loans from related parties and
US$ cash position.
The
Company reported a Net Operating Loss of (E1,117) in the nine
months ended September 30, 2018 and (E1,083) in the comparative
period in 2017.
The
Company reported a net loss of (E3,101), or (E0.01) per share, for
the nine months ended September 30, 2018, compared to a net loss of
(E3,031), or (E0.01) per share, for the nine months ended September
30, 2017.
LIQUIDITY AND CAPITAL RESOURCES
We
had cash of E254 at September 30, 2018 compared to E1,180 at
December 31, 2017.
Our revenue has been mainly generated through the
Horizon 2020 project. For the remaining period of 2018, new
significant revenues will not be expected, unless and until a major
licensing agreement or other commercial arrangement is entered into
with respect to our technology.
As of September 30, 2018, we had an accumulated deficit
of approximately E84 million, and had net loss of E3,101 in the
nine months period ending on that date. We expect to continue to
incur net losses in the future for research, development and
activities related to the future licensing of our technologies, and
because of the accrual of interest payable on existing
loans.
Net
cash used in operating activities was E1,732 for the nine month
period ended September 30, 2018 mainly due to the payments for
subcontracting services paid to third parties related to the
Maciviva project of E336. During the nine month period ended
September 30, 2017 net cash used in operating activities was
E1,659.
Net
cash used in investing activities was nil during the nine months
ended September 30, 2018, compared to (E34) for the comparable
period in 2017, related to the purchase of equipment for our
laboratory in Leiden.
Financing
activities provided net cash of E800 for the nine months ended
September 30, 2018, related to promissory notes from our main
investors, and E1,150 for the comparable period ended September 30,
2017.
Salaries and related payroll costs represent gross
salaries for two executives, our CSO of Mymetics BV and seven
employees. Under Executive Employment Agreements with our
CEO and two CSOs, we pay our executive officers a combined amount
of E65 per month.
13
Our
Swiss subsidiary, Mymetics S.A., has two employees on its payroll:
Director of Finance and Head of Manufacturing and Quality. Mymetics
BV has, besides the full time Chief Scientific Officer, three
full-time technicians and one part-time assistant.
The
Company intends to continue to incur additional expenditures during
the next three months for additional research and development of
our HIV, Influenza and Chikungunya vaccines, which we will try to
seek through collaborations with not-for-profit organizations.
These expenditures will relate to the continued testing of its
prototype vaccines and are included in the monthly cash outflow
described above.
In
the past, we have financed our research and development activities
primarily through debt and equity financings from various parties,
while the last two years our financing was generated partially
through a license and collaboration agreement and grant
agreements.
The
Company anticipates that its normal operations will require
approximately E400 in the year ending December 31, 2018. Additional
promissory notes for a total of E800
from our main investors are planned to be received in
November 2018 and we expect to receive the remaining Horizon2020
funds in early 2019. We will seek to raise additional capital from
equity or debt financings, and grants through donors and potential
partnerships with major international pharmaceutical and
biotechnology firms. However, there can be no assurance that we
will be able to raise additional capital on satisfactory terms, or
at all, to finance our operations. In the event that we are not
able to obtain such additional capital, we will be required to
further restrict or even cease our operations.
Monthly
fixed and recurring expenses for "Property leases" of E13 represent
the monthly lease and maintenance payments to unaffiliated third
parties for our offices, of which E4 is related to our executive
office located at Route de la Corniche 4, 1066 Epalinges in
Switzerland (100 square meters), and E9 related to Bestewil Holding
B.V. and its subsidiary Mymetics B.V operating from a similar
biotechnology campus near Leiden in the Netherlands, where they
occupy 204 square meters.
Included
in professional fees are legal fees paid to outside corporate
counsel and audit and review fees paid to our independent
accountants, and fees paid for investor relations.
Cumulative
interest expense of E22,425 has been accrued on all of the
Company’s outstanding notes and advances (see detailed table
in Note 2 to the financial statements).
RECENT FINANCING ACTIVITIES
During the nine month period ending September 30, 2018,
our principal source of funds has been revenues related to the
Horizon 2020 project and additionally promissory notes from our two
main investors.
We
have filed or are in the process of filing several new grant
applications with U.S. and European institutions in relation to our
virosome based vaccines.
We anticipate using our current funds and those we
receive in the future both to meet our working capital needs and
for funding the ongoing vaccines pre-clinical research costs for
new virosome vaccine.
We anticipate that our existing capital resources will
be sufficient to fund our cash requirements through the next three
months. We have enough cash presently on hand in conjunction with
the collection of receivables, based upon our current levels of
expenditures and anticipated needs during this period. For 2019, we
will need additional funding through future collaborative
arrangements, licensing arrangements, and debt and equity
financings under Regulation D and Regulation S under the Securities
Act of 1933. We do not know whether additional financing will be
available on commercially acceptable terms when
needed.
If we cannot raise funds on acceptable terms when
needed, we may not be able to successfully commercialize our
technologies, take advantage of future opportunities, or respond to
unanticipated requirements. If unable to secure such additional
financing when needed, we will have to curtail or suspend all or a
portion of our business activities and could be required to cease
operations entirely. Further, if new equity securities are issued,
our shareholders may experience severe dilution of their ownership
percentage.
The extent and timing of our future capital
requirements will depend primarily upon the rate of our progress in
the research and development of our technologies, our ability to
enter into a partnership agreement with a major pharmaceutical
company, and the results of our present and future clinical
trials.
OFF-BALANCE SHEET ARRANGEMENTS
None
14
ITEM
3.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
Fluctuations
in interest rates may affect the fair value of financial
instruments. An increase in market interest rates may increase
interest payments and a decrease in market interest rates may
decrease interest payments of such financial instruments. We have
no debt obligations which are sensitive to interest rate
fluctuations as all our notes payable have fixed interest rates, as
specified on the individual loan notes.
ITEM 4.
CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We
maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our reports
under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules
and forms, and that such information is accumulated and
communicated to management, as appropriate, to allow timely
decisions regarding required disclosure. Our management, with the
participation and supervision of our Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of our
disclosure controls and procedures as of the end of the period
covered by this report and determined that our disclosure controls
and procedures were effective.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
No
changes of internal control over financial reporting were made in
the nine months ended September 30, 2018.
INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS
Ronald
Kempers, who is both CEO and CFO, does not expect that our
disclosure controls or our internal control over financial
reporting will prevent or detect all errors and all fraud. A
control system, no matter how well designed and operated, can
provide only reasonable, not absolute, assurance that the control
system’s objectives will be met. The design of a control
system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their
costs. Further, because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance
that misstatements due to error or fraud will not occur or that all
control issues and instances of fraud, if any, within the company
have been detected.
These
inherent limitations include the realities that judgments in
decision-making can be faulty and that breakdowns can occur because
of simple error or mistake. Controls can also be circumvented by
the individual acts of some persons, by collusion of two or more
people, or by management override of the controls. The design of
any system of controls is based in part on certain assumptions
about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Projections of any
evaluation of controls effectiveness to future periods are subject
to risks. Over time, controls may become inadequate because of
changes in conditions or deterioration in the degree of compliance
with policies or procedures.
15
PART II.
OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
Neither
we, nor our wholly owned subsidiaries Mymetics S.A., Bestewil
Holding B.V. nor its subsidiary Mymetics B.V. are presently
involved in any litigation incident to our business.
ITEM 1A.
RISK FACTORS
Not
Applicable
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
None
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.
MINE SAFETY DISCLOSURES
None.
ITEM 5.
OTHER INFORMATION
None.
ITEM 6.
EXHIBITS
EXHIBIT
NUMBER
DESCRIPTION
Rule
13a-14(a)/15d-14(a) Certification of Chief
Rule
13a-14(a)/15d-14(a) Certification of Chief Financial
Officer
Section
1350 Certification of Chief Executive Officer and Chief Financial
Officer
101.INS
Instance
Document
101.SCH
XBRL
Taxonomy Extension Schema Document
101.CAL
XBRL
Taxonomy Extension Calculation Linkbase Document
101.LAB
XBRL
Taxonomy Extension Label Linkbase Document
101.PRE
XBRL
Taxonomy Extension Presentation Linkbase Document
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
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MYMETICS
CORPORATION
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Dated: November
13, 2018
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By:
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/s/ Ronald
Kempers
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Ronald
Kempers
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Chief
Executive Officer / Chief Financial
Officer
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17