UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 18, 2003
MYMETICS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE
(State of Incorporation)
000-25132 25-1741849
(Commission File Number) (I.R.S. Employer Identification No.)
ROUTE DU BOIRON 65
1260 Nyon, SWITZERLAND
(Address of principal executive offices)
150 CHESTNUT STREET
PROVIDENCE, RHODE ISLAND 02903
(Former Address)
706 GIDDINGS AVENUE, SUITE 1 C
ANNAPOLIS, MARYLAND 21401-1472
(Former Address)
50-52 AVENUE DU CHANOINE CARTELLIER
69230 SAINT-GENIS LAVAL, FRANCE
(Former Address)
011 41 22 363 13 10
(Registrant's telephone number, including area code)
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On December 18, 2003, our French subsidiary, Mymetics SA, was formally notified
of the December 2nd, 2003 judgement rendered by the court of Geneva
(Switzerland) in the lawsuit brought against the Company by one of its former
legal counsel for failure to pay certain fees owed his firm, as disclosed in our
filing 10-Q for the quarterly period ended September 30, 2003. By this judgement
and as expected, Mymetics SA was condemned to pay the full amount claimed by the
plaintiff (CHF 89,188), plus interest at 5% p.a. from November 24, 2000 and CHF
10,000 as a participation to the plaintiff's legal costs.
The suits disclosed in our filing 10-Q for the quarterly period ended September
30, 2003 brought against Mymetics SA by three of its former employees could be
settled with the proceeds of the transactions described under Item 5. below. As
a result, our French affiliate is no more threatened by forced liquidation in
respect of this matter.
ITEM 5. OTHER EVENTS.
On November 3, 2003, the Directors unanimously appointed Dr. Pierre-Francois
Serres, Founder of the Company, as VP, Head of Exploratory Research. In
replacement of Dr. Pierre-Francois Serres, the Directors unanimously appointed
Dr. Sylvain Fleury, Ph.D. , as VP, Chief Scientific Officer of the Company. Dr.
Sylvain Fleury, a virologist and immunologist and a former assistant to
Professor Giuseppe Pantaleo at CHUV (University Hospital) in Lausanne
(Switzerland), shall share his time between Mymetics and his position as Project
leader at said CHUV.
On December 24, 2003, two of the potential investors referred to in our filing
10-Q for the quarterly period ended September 30, 2003 accepted to invest
respectively EUR 83,200 and EUR 41,600, i.e. a total of EUR 124,800
(approximately USD 150,000) in exchange for respectively 1,000,000 and 500,000,
i.e. a total of 1,500,000 common shares of Mymetics Corporation at approximately
0.10 USD per share. The transaction was closed, and the funds received, on
December 31, 2003.
On January 5 and 25 respectively, two additional potential investors referred to
in our filing 10-Q for the quarterly period ended September 30, 2003 accepted to
invest EUR 83,200 each, i.e. a total of EUR 166,400 (approximately USD 200,000)
in exchange for 1,000,000 each, i.e. a total of 2,000,000 common shares of
Mymetics Corporation at approximately USD 0.10 per share. The transaction was
closed, and the funds received, on January 26, 2004.
The proceeds of these transactions have been immediately used to i) pay critical
creditors of Mymetics Corporation's French affiliate, Mymetics SA, as described
above under Item 1 above. ii) settle, either totally or partially, amounts owed
to critical service suppliers to Mymetics Corporation, thus allowing a gradual
return to normal relationships with said suppliers, and iii) launch certain
research projects having a high potential for strengthening our negotiating
position with major pharmaceutical companies.
In addition of the common shares thus subscribed and in consideration of the
fact that the market value of the Mymetics share was fluctuating around USD 0.05
between December 24, 2003 and January 25, 2004, each of the new investors
referred to above also received a warrant irrevocably entitling him to acquire
before June 30, 2004, at a similar price of USD 0.10 per share, an equal number
of common shares as he had initially subscribed. The Board of Directors
subsequently decided to extend the exercise date of said warrants by one month,
i.e. to July 31, 2004.
On January 9, 2004, the Board of Directors appointed Professor Marc Girard, DVM,
D. Sc., former Head of the Laboratory of Molecular Virology at the Pasteur
Institute in Paris (France), former Director of the European Research Center for
Virology and Immunology (CERVI) in Lyon (France), former Head of the HIV Task
Force at the French National Agency for AIDS Research (ANRS), Paris, former
Director General of the Merieux Foundation in Lyon (France), former Chairman of
the European Consortium for an HIV Vaccine (EuroVac), Brussels, as Head of
Vaccines Development, effective January 15, 2004 on a 50%, part time basis.
In addition to his position as Head of Vaccines Development, the Directors
unanimously appointed Professor Marc Girard, D. Sc., to the Scientific Advisory
Board of Mymetics Corporation.
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 hereunto duly authorized.
Date: February 20, 2004 MYMETICS CORPORATION
By: /s/ Christian Rochet
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Christian Rochet,
President,
Chief Executive Officer