MYMETICS CORPORATION
|
(Name of Issuer) |
Common Stock
|
(Title of Class of Securities) |
693286 10 6
|
(CUSIP Number) |
Ernest Stern, Esq.
Akerman LLP
750 Ninth Street, N.W., Suite 750
Washington, D.C. 20001
202-393-6222
|
(Name, address and telephone number of person
authorized to receive notices and communications)
|
May 4, 2012. See Item 3
|
(Date of event which requires filing of this statement) |
CUSIP No.: 693286 10 6
|
SCHEDULE 13D | Page 2 of 11 Pages |
1
|
NAME OF REPORTING PERSONS
Round Enterprises Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
PF, WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
0
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
540,925,302
|
|
OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
0
|
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
|
540,925,302
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
540,925,302, consisting of 141,006,552 shares of Common Stock plus an additional 399,918,750 shares of Common Stock which are issuable upon conversion of currently convertible promissory notes.
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.8% of the shares of Common Stock that would be outstanding upon conversion of currently convertible Notes held by Round, or 46.4% based upon the outstanding shares of Common Stock beneficially owned by the Reporting Persons, without giving effect to the shares that may be acquired upon exercise of the Notes.
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No.: 693286 10 6
|
SCHEDULE 13D | Page 3 of 11 Pages |
1
|
NAME OF REPORTING PERSONS
The Round Trust
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
PF, WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
|
|||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
0
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
540,925,302
|
|
OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
0
|
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
|
540,925,302
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
540,925,302, consisting of 141,006,552 shares of Common Stock plus an additional 399,918,750 shares of Common Stock which are issuable upon conversion of currently convertible promissory notes.
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.8% of the shares of Common Stock that would be outstanding upon conversion of currently convertible Notes held by Round, or 46.4% based upon the outstanding shares of Common Stock beneficially owned by the Reporting Persons, without giving effect to the shares that may be acquired upon exercise of the Notes.
|
|||
14
|
TYPE OF REPORTING PERSON
OO/HC
|
CUSIP No.: 693286 10 6
|
SCHEDULE 13D | Page 4 of 11 Pages |
1
|
NAME OF REPORTING PERSONS
Ulrich Burkhard
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
|
|||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
0
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
540,925,302
|
|
OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
0
|
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
|
540,925,302
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
540,925,302, consisting of 141,006,552 shares of Common Stock plus an additional 399,918,750 shares of Common Stock which are issuable upon conversion of currently convertible promissory notes.
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.8% of the shares of Common Stock that would be outstanding upon conversion of currently convertible Notes held by Round, or 46.4% based upon the outstanding shares of Common Stock beneficially owned by the Reporting Persons, without giving effect to the shares that may be acquired upon exercise of the Notes.
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No.: 693286 10 6
|
SCHEDULE 13D | Page 5 of 11 Pages |
CUSIP No.: 693286 10 6
|
SCHEDULE 13D | Page 6 of 11 Pages |
Date
|
Number of Shares
|
Price ($)
|
||||||
12/19/2005
|
6,000,000 | 0.05 | ||||||
1/30/2006
|
4,000,000 | 0.05 | ||||||
3/7/2006
|
2,500,000 | 0.04 | ||||||
5/15/2006
|
2,350,000 | 0.055 | ||||||
11/9/2006
|
1,300,000 | 0.1 | ||||||
12/21/2006
|
1,320,000 | 0.1 | ||||||
2/5/2007
|
1,420,000 | 0.1 | ||||||
3/16/2007
|
8,712,000 | 0.15 | ||||||
6/11/2007
|
5,393,000 | 0.2 | ||||||
10/3/2007
|
2,350,000 | 0.3 | ||||||
10/29/2009
|
1,917,276 | 0.1734 | ||||||
Total Shares
|
37,262,276 |
Date of Issuance
|
Principal Amount
|
Date Converted
|
Conversion Ratio
|
Conversion Rate
|
Number of Shares
|
|||||||||||
* |
EUR 961,044
|
6/11/2007
|
* | 1.3481 | 9,469,000 | |||||||||||
6/30/2010
|
EUR 4,790,015
|
10/25/2010
|
0.5 | 1.3486 | 12,919,629 | |||||||||||
7/1/2010
|
EUR 2,319,041
|
8/25/2011
|
0.08 | 1.4331 | 41,542,722 | |||||||||||
9/24/2010
|
EUR 1,159,822
|
12/5/2011
|
0.08 | 1.4148 | 20,511,451 | |||||||||||
12/9/2010
|
EUR 1,164,493
|
3/19/2012
|
0.08 | 1.326 | 19,301,474 | |||||||||||
Total Shares
|
103,744,276 |
CUSIP No.: 693286 10 6
|
SCHEDULE 13D | Page 7 of 11 Pages |
Loan
|
Date
|
Days Elapsed
|
Years
|
Loan Amount
|
Interest
|
Interest Rate (%)
|
Current Principal (€)
|
Current Principal ($)
|
Conversion Rate
|
Conversion Price ($)
|
Number of Shares
|
Maturity Date
|
||||||||||||
1
|
10/1/2007
|
2556
|
7.00
|
EUR 500,000.00
|
EUR 350,136.99
|
10.00%
|
850,136.99
|
1,197,843.01
|
1.4090
|
0.5
|
2,395,686
|
Later of 3/31/2013 or end of subsequent quarter in which Mymetics receives request for repayment
|
||||||||||||
2
|
12/10/2007
|
2486
|
6.81
|
EUR 1,500,000.00
|
EUR 1,021,643.84
|
10.00%
|
2,521,643.84
|
3,638,479.89
|
1.4429
|
0.5
|
7,276,960
|
Later of 3/31/2013 or end of subsequent quarter in which Mymetics receives request for repayment
|
||||||||||||
3
|
1/22/2008
|
2443
|
6.69
|
EUR 1,500,000.00
|
EUR 1,003,972.60
|
10.00%
|
2,503,972.60
|
3,663,061.52
|
1.4629
|
0.5
|
7,326,123
|
Later of 3/31/2013 or end of subsequent quarter in which Mymetics receives request for repayment
|
||||||||||||
4
|
6/30/2008
|
2283
|
6.25
|
EUR 1,500,000.00
|
EUR 938,219.18
|
10.00%
|
2,438,219.18
|
3,749,981.10
|
1.5380
|
0.5
|
7,499,962
|
Later of 3/31/2013 or end of subsequent quarter in which Mymetics receives request for repayment
|
||||||||||||
5
|
4/25/2008
|
2349
|
6.44
|
EUR 2,000,000.00
|
EUR 1,287,123.29
|
10.00%
|
3,287,123.29
|
5,222,910.19
|
1.5889
|
0.5
|
10,445,820
|
Later of 3/31/2013 or end of subsequent quarter in which Mymetics receives request for repayment
|
||||||||||||
6
|
11/17/2008
|
2143
|
5.87
|
EUR 1,200,000.00
|
EUR 704,547.95
|
10.00%
|
1,904,547.95
|
2,409,253.15
|
1.2650
|
0.5
|
4,818,506
|
Later of 3/31/2013 or end of subsequent quarter in which Mymetics receives request for repayment
|
||||||||||||
7
|
2/6/2009
|
2062
|
5.65
|
EUR 1,500,000.00
|
EUR 847,397.26
|
10.00%
|
2,347,397.26
|
3,037,532.05
|
1.2940
|
0.5
|
6,075,064
|
Later of 3/31/2013 or end of subsequent quarter in which Mymetics receives request for repayment
|
||||||||||||
8
|
6/15/2009
|
1933
|
5.30
|
EUR 5,500,000.00
|
EUR 2,912,739.73
|
10.00%
|
8,412,739.73
|
11,815,692.95
|
1.4045
|
0.8
|
14,769,616
|
Later of 3/31/2013 or end of subsequent quarter in which Mymetics receives request for repayment
|
||||||||||||
9
|
10/13/2009
|
1813
|
4.97
|
EUR 2,000,000.00
|
EUR 496,712.33
|
5.00%
|
2,496,712.33
|
3,708,616.49
|
1.4854
|
0.25
|
14,834,466
|
Later of 3/31/2013 or end of subsequent quarter in which Mymetics receives request for repayment
|
||||||||||||
10
|
12/18/2009
|
1747
|
4.79
|
EUR 2,200,000.00
|
EUR 526,493.15
|
5.00%
|
2,726,493.15
|
3,909,245.88
|
1.4338
|
0.25
|
15,636,984
|
Later of 3/31/2013 or end of subsequent quarter in which Mymetics receives request for repayment
|
||||||||||||
15
|
8/4/2011
|
1153
|
3.16
|
$1,200,000.00
|
$379,068.49
|
10.00%
|
N/A
|
1,579,068.49
|
1.0000
|
46,635,218
|
Later of 3/31/2013 or end of subsequent quarter in which Mymetics receives request for repayment
|
|||||||||||||
16
|
11/8/2011
|
1057
|
2.90
|
EUR 400,000.00
|
EUR 115,835.62
|
10.00%
|
515,835.62
|
711,182.56
|
1.3787
|
0.03386
|
21,003,620
|
Later of 3/31/2013 or end of subsequent quarter in which Mymetics receives request for repayment
|
||||||||||||
17
|
2/10/2012
|
963
|
2.64
|
EUR 1,000,000.00
|
EUR 263,835.62
|
10.00%
|
1,263,835.62
|
1,675,846.03
|
1.3260
|
0.03386
|
49,493,385
|
Later of 3/31/2013 or end of subsequent quarter in which Mymetics receives request for repayment
|
||||||||||||
18
|
4/19/2012
|
894
|
2.45
|
EUR 321,600.00
|
EUR 78,769.97
|
10.00%
|
400,369.97
|
524,484.66
|
1.3100
|
15,489,801
|
Later of 3/31/2013 or end of subsequent quarter in which Mymetics receives request for repayment
|
|||||||||||||
19
|
5/4/2012
|
879
|
2.41
|
EUR 480,000.00
|
EUR 115,594.52
|
10.00%
|
595,594.52
|
783,325.91
|
1.3152
|
0.03386
|
23,134,256
|
Later of 3/31/2013 or end of subsequent quarter in which Mymetics receives request for repayment
|
||||||||||||
20
|
9/3/2012
|
757
|
2.07
|
EUR 200,000.00
|
EUR 41,479.45
|
10.00%
|
241,479.45
|
303,684.56
|
1.2576
|
0.03386
|
8,968,829
|
Later of 3/31/2013 or end of subsequent quarter in which Mymetics receives request for repayment
|
||||||||||||
21
|
11/4/2012
|
695
|
1.90
|
EUR 500,000.00
|
EUR 95,205.48
|
10.00%
|
595,205.48
|
756,982.33
|
1.2718
|
0.03386
|
22,356,241
|
Later of 6/30/2013 or end of quarter in which Mymetics receives request for repayment
|
||||||||||||
22
|
1/16/2013
|
622
|
1.70
|
EUR 240,000.00
|
EUR 40,898.63
|
10.00%
|
280,898.63
|
374,100.80
|
1.3318
|
0.03386
|
11,048,458
|
Later of 6/30/2013 or end of quarter in which Mymetics receives request for repayment
|
||||||||||||
23
|
3/25/2013
|
554
|
1.52
|
EUR 400,000.00
|
EUR 60,712.33
|
10.00%
|
460,712.33
|
595,009.97
|
1.2915
|
0.03684
|
16,151,194
|
Later of 6/30/2013 or end of quarter in which Mymetics receives request for repayment
|
||||||||||||
24
|
4/14/2013
|
534
|
1.46
|
EUR 600,000.00
|
EUR 87,780.82
|
10.00%
|
687,780.82
|
897,966.64
|
1.3056
|
0.03386
|
26,519,983
|
Later of 6/30/2013 or end of quarter in which Mymetics receives request for repayment
|
||||||||||||
25
|
5/15/2013
|
503
|
1.38
|
EUR 680,000.00
|
EUR 93,709.59
|
10.00%
|
773,709.59
|
1,001,025.47
|
1.2938
|
0.0374
|
26,765,387
|
Later of 6/30/2013 or end of quarter in which Mymetics receives request for repayment
|
||||||||||||
26
|
6/24/2013
|
463
|
1.27
|
EUR 240,000.00
|
EUR 30,443.84
|
10.00%
|
270,443.84
|
360,772.08
|
1.3340
|
0.0249
|
14,488,838
|
Later of 9/30/2013 or end of quarter in which Mymetics receives request for repayment
|
||||||||||||
27
|
8/5/2013
|
421
|
1.15
|
EUR 320,000.00
|
EUR 36,909.59
|
10.00%
|
356,909.59
|
474,083.01
|
1.3283
|
0.0177
|
26,784,351
|
Later of 9/30/2013 or end of quarter in which Mymetics receives request for repayment
|
||||||||||||
Total Shares
|
399,918,750
|
|||||||||||||||||||||||
9/30/2014
|
Potentially issuable shares
|
399,918,750
|
||||||||||||||||||||||
Owned Shares
|
141,006,552
|
46.42%
|
||||||||||||||||||||||
Potential Share Ownership
|
540,925,302
|
76.87%
|
||||||||||||||||||||||
Mymetics Corp issued shares 30.09.2014
|
303,757,622
|
CUSIP No.: 693286 10 6
|
SCHEDULE 13D | Page 8 of 11 Pages |
CUSIP No.: 693286 10 6
|
SCHEDULE 13D | Page 9 of 11 Pages |
CUSIP No.: 693286 10 6
|
SCHEDULE 13D | Page 10 of 11 Pages |
ROUND ENTERPRISES LTD
|
|||
Dated: March 17, 2015
|
By:
|
ADL One Ltd, Its Director
|
|
By:
|
/s/ Denise Cull
|
||
Name: Denise Cull
|
|||
Title: Authorized Signatory
|
|||
By:
|
ADL Two Ltd, Its Director
|
||
By:
|
/s/ Oliver Norman
|
||
Name: Oliver Norman
|
|||
Title: Authorized Signatory
|
|||
THE ROUND TRUST
|
|||
By:
|
Ardel Trust Company (Guernsey) Limited,
|
||
Its Trustee
|
|||
By:
|
/s/ Denise Cull
|
||
Name: Denise Cull
|
|||
Title: Authorized Signatory
|
|||
By:
|
/s/ Oliver Norman
|
||
Name: Oliver Norman
|
|||
Title: Authorized Signatory
|
|||
ULRICH BURKHARD
|
|||
/s/ Ulrich Burkhard
|
|||
Ulrich Burkhard
|
ROUND ENTERPRISES LTD
|
|||
|
By:
|
ADL One Ltd, Its Director
|
|
By:
|
/s/ Denise Cull
|
||
Name: Denise Cull
|
|||
Title: Authorized Signatory
|
|||
By:
|
ADL Two Ltd, Its Director
|
||
By:
|
/s/ Oliver Norman
|
||
Name: Oliver Norman
|
|||
Title: Authorized Signatory
|
|||
THE ROUND TRUST
|
|||
By:
|
Ardel Trust Company (Guernsey) Limited,
|
||
Its Trustee
|
|||
By:
|
/s/ Denise Cull
|
||
Name: Denise Cull
|
|||
Title: Authorized Signatory
|
|||
By:
|
/s/ Oliver Norman
|
||
Name: Oliver Norman
|
|||
Title: Authorized Signatory
|
|||
ULRICH BURKHARD
|
|||
/s/ Ulrich Burkhard
|
|||
Ulrich Burkhard
|
ROUND ENTERPRISES LTD
|
|||
|
By:
|
ADL One Ltd, Its Director
|
|
By:
|
/s/ Denise Cull
|
||
Name: Denise Cull
|
|||
Title: Authorized Signatory
|
|||
By:
|
ADL Two Ltd, Its Director
|
||
By:
|
/s/ Oliver Norman
|
||
Name: Oliver Norman
|
|||
Title: Authorized Signatory
|
|||
THE ROUND TRUST
|
|||
By:
|
Ardel Trust Company (Guernsey) Limited,
|
||
Its Trustee
|
|||
By:
|
/s/ Denise Cull
|
||
Name: Denise Cull
|
|||
Title: Authorized Signatory
|
|||
By:
|
/s/ Oliver Norman
|
||
Name: Oliver Norman
|
|||
Title: Authorized Signatory
|
|||
ULRICH BURKHARD
|
|||
/s/ Ulrich Burkhard
|
|||
Ulrich Burkhard
|
Name
|
Principal Occupation
|
Citizenship
|
||
ADL One Ltd
|
N/A
|
Guernsey
|
||
ADL Two Ltd
|
N/A
|
Guernsey
|