UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008
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 (I.R.S. Employer
incorporation or organization) Identification No.)
European Executive Office
14, rue de la Colombiere
1260 Nyon (Switzerland)
(Address of principal executive offices)
011 41 22 363 13 10
(Registrant's telephone number, including area code)
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 [X] 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 Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the Registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
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 August 11, 2008
----- ------------------------------
Common Stock, $0.01 par value 194,313,630
ITEM 1. FINANCIAL STATEMENTS
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS OF EUROS)
June 30, December 31,
2008 2007
-------- ------------
ASSETS
Current Assets
Cash E 1,619 E 159
Short-term investment 60
Dream Vaccines Foundation receivable 57 --
Employee receivables 12 71
Prepaid expenses 37 27
-------- --------
Total current assets 1,725 317
-------- --------
E 1,725 E 317
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable E 456 E 2,307
Taxes and social costs payable 11 4
Current portion of notes payable -- 2,000
Deferred grant revenue 61 --
Other 208 52
-------- --------
Total current liabilities 736 4,363
Unsecured Convertible Notes Payable to shareholders 7,359 150
-------- --------
Total liabilities 8,095 4,513
Shareholders' Equity (Deficit)
Common stock, U.S. $.01 par value; 495,000,000 shares
authorized; issued and outstanding
190,463,630 at June 30, 2008 and
186,963,630 at December 31, 2007 1,719 1,694
Common stock issuable; 1,600,000 shares at June 30, 2008
and 500,000 at December 31, 2007 8 3
Preferred stock, U.S. $.01 par value; 5,000,000 shares
authorized; none issued or outstanding -- --
Stock subscription receivable (596) --
Additional paid-in capital 19,558 18,401
Deficit accumulated during the development stage (27,738) (24,966)
Accumulated other comprehensive income 679 672
-------- --------
(6,370) (4,196)
-------- --------
E 1,725 E 317
======== ========
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
(IN THOUSANDS OF EUROS, EXCEPT FOR PER SHARE AMOUNTS)
FOR THE SIX FOR THE SIX TOTAL ACCUMULATED
MONTHS ENDED MONTHS ENDED DURING THE
JUNE 30, 2008 JUNE 30, 2007 DEVELOPMENT STAGE
------------- ------------- -----------------
Revenue
Sales E -- E -- E 224
Interest -- -- 34
Gain on extinguishment of debt -- -- 774
------- ------- --------
-- -- 1,032
------- ------- --------
Expenses
Research and development 1,077 218 12,687
General and administrative 1,481 2,651 12,549
Bank fee -- -- 935
Interest 209 106 1,578
Goodwill impairment -- -- 209
Amortization -- 9 513
Directors' fees -- -- 274
Other -- -- 10
------- ------- --------
2,767 2,984 28,755
------- ------- --------
Loss before income tax provision (2,767) (2,984) (27,723)
Income tax provision (5) -- (15)
------- ------- --------
Net loss (2,772) (2,984) (27,738)
Other comprehensive income
Foreign currency translation
adjustment 7 (1) 679
------- ------- --------
Comprehensive loss E(2,765) E(2,985) E(27,059)
======= ======= ========
Basic and diluted loss per share E (0.01) E (0.02)
======= =======
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
(IN THOUSANDS OF EUROS, EXCEPT FOR PER SHARE AMOUNTS)
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
JUNE 30, 2008 JUNE 30, 2007
------------- -------------
Revenue
Sales E -- E --
Interest -- --
------- -------
-- --
------- -------
Expenses
Research and development 720 70
General and administrative 748 2,480
Bank fee -- --
Interest 156 29
Goodwill impairment -- --
Amortization -- 5
Directors' fees -- --
Other -- --
------- -------
1,624 2,584
------- -------
Loss before income tax provision (1,624) (2,584)
Income tax provision (3) --
------- -------
Net loss (1,627) (2,584)
Other comprehensive income
Foreign currency translation
adjustment 5 (5)
------- -------
Comprehensive loss E(1,622) E(2,589)
======= =======
Basic and diluted loss per share E (0.01) E (0.02)
======= =======
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)(UNAUDITED)
For the Period from May 2, 1990 (Inception) to June 30, 2008
(In Thousands of Euros)
Accumulated
Other
Deficit Comprehensive
Accumulated Income - Foreign
Additional During the Currency
Date of Number of Par Paid-in Development Stock Translation
Transaction Shares Value Capital Stage Subscription Adjustment Total
-------------- ----------- ------ ---------- ----------- ------------ ---------------- -------
Balance at May 2, 1990
Shares issued for cash June 1990 33,311,361 E 119 E -- E -- E -- E -- E 119
Net losses to December 31, 1999 -- -- -- (376) -- -- (376)
Balance at December 31, 1999 33,311,361 119 -- (376) -- -- (257)
----------- ------ ------- -------- ----- ---- -------
Bank fee -- -- 806 -- -- -- 806
Net loss for the year -- -- -- (1,314) -- -- (1,314)
----------- ------ ------- -------- ----- ---- -------
Balance at December 31, 2000 33,311,361 119 806 (1,690) -- -- (765)
Effect on capital structure
resulting from a business
combination March 2001 8,165,830 354 (354) -- -- -- --
Issuance of stock purchase
warrants in connection with
credit facility (restated) March 2001 -- -- 210 -- -- -- 210
Issuance of shares for bank fee March 2001 1,800,000 21 (21) -- -- -- --
Issuance of shares for bank fee June 2001 225,144 3 (3) -- -- -- --
Issuance of shares for cash June 2001 1,333,333 15 2,109 -- -- -- 2,124
Exercise of stock purchase
warrants in repayment of debt June 2001 1,176,294 13 259 -- -- -- 272
Exercise of stock purchase
warrants for cash December 2001 3,250,000 37 563 -- -- -- 600
Net loss for the year (restated) -- -- -- (1,848) -- -- (1,848)
Translation adjustment -- -- -- -- -- 100 100
----------- ------ ------- -------- ----- ---- -------
Balance at December 31, 2001 49,261,962 562 3,569 (3,538) -- 100 693
Exercise of stock options March 2002 10,000 -- 8 -- -- -- 8
Issuance of stock purchase
warrants for bank fee June 2002 -- -- 63 -- -- -- 63
Exercise of stock purchase
warrants in repayment of debt July 2002 1,625,567 16 396 -- -- -- 412
Issuance of remaining shares
from 2001 business
combination August 2002 46,976 1 (1) -- -- -- --
Net loss for the year -- -- -- (3,622) -- -- (3,622)
Translation adjustment -- -- -- -- -- 97 97
----------- ------ ------- -------- ----- ---- -------
Balance at December 31, 2002 50,944,505 579 4,035 (7,160) -- 197 (2,349)
=========== ====== ======= ======== ===== ==== =======
Issuance of shares for services September 2003 400,000 4 29 -- -- -- 33
Shares retired October 2003 (51) -- -- -- -- -- --
Issuance of shares for services November 2003 1,500,000 12 100 -- -- -- 112
Issuance of shares for cash December 2003 1,500,000 12 113 -- -- -- 125
Issuance of stock purchase
warrants for financing fee December 2003 -- -- 12 -- -- -- 12
Net loss for the year -- -- -- (2,786) -- -- (2,786)
Translation adjustment -- -- -- -- -- 453 453
----------- ------ ------- -------- ----- ---- -------
Balance at December 31, 2003 54,344,454 607 4,289 (9,946) -- 650 (4,400)
=========== ====== ======= ======== ===== ==== =======
Issuance of shares for services January 2004 550,000 5 27 -- -- -- 32
Issuance of shares for cash January 2004 2,000,000 17 150 -- -- -- 167
Issuance of stock purchase
warrants for financing fee January 2004 -- -- 40 -- -- -- 40
Issuance of shares for cash February 2004 2,500,000 21 187 -- -- -- 208
Issuance of stock purchase
warrants for financing fee February 2004 -- -- 62 -- -- -- 62
Issuance of shares for services April 2004 120,000 1 11 -- -- -- 12
Issuance of shares for bank fee May 2004 500,000 4 62 -- -- -- 66
Issuance of shares for cash May 2004 2,000,000 16 148 -- -- -- 164
Issuance of shares for services August 2004 250,000 2 26 -- -- -- 28
Issuance of shares for cash August 2004 1,466,667 12 128 -- -- -- 140
Issuance of stock purchase
warrants for financing fee August 2004 -- -- 46 -- -- -- 46
Issuance of shares for services September 2004 520,000 4 29 -- -- -- 33
Issuance of shares for cash September 2004 50,000 -- 4 -- -- -- 4
Issuance of shares for services October 2004 2,106,743 16 132 -- -- -- 148
Issuance of shares for services November 2004 2,000,000 15 177 -- -- -- 192
Issuance of shares for cash November 2004 40,000 -- 4 -- -- -- 4
Net loss for the year -- -- -- (2,202) -- -- (2,202)
Translation adjustment -- -- -- -- -- 191 191
----------- ------ ------- -------- ----- ---- -------
Balance at December 31, 2004 68,447,864 E 720 E 5,522 E(12,148) -- E841 E(5,065)
=========== ====== ======= ======== ===== ==== =======
Issuance of shares for services January 2005 500,000 4 83 -- -- -- 87
Issuance of shares for services March 2005 200,000 2 33 -- -- -- 35
Issuance of shares for services March 2005 1,500,000 11 247 -- -- -- 258
Issuance of shares for services April 2005 60,000 1 10 -- -- -- 11
Issuance of shares for cash May 2005 52,000 -- 5 -- -- -- 5
Issuance of shares for cash June 2005 50,000 -- 3 -- -- -- 3
Issuance of shares for cash June 2005 50,000 -- 3 -- -- -- 3
Issuance of shares for cash June 2005 343,500 3 14 -- -- -- 17
Issuance of shares for cash June 2005 83,300 1 3 -- -- -- 4
Issuance of shares for cash June 2005 100,000 1 4 -- -- -- 5
Issuance of shares for cash July 2005 144,516 1 6 -- -- -- 7
Issuance of shares for cash July 2005 144,516 1 6 -- -- -- 7
Issuance of shares for cash July 2005 144,516 1 6 -- -- -- 7
Issuance of shares for cash August 2005 206,452 2 8 -- -- -- 10
Issuance of shares for cash August 2005 50,000 -- 2 -- -- -- 2
Issuance of shares for services September 2005 500,000 4 8 -- -- -- 12
Issuance of shares for services September 2005 500,000 4 8 -- -- -- 12
Issuance of shares for services September 2005 500,000 4 8 -- -- -- 12
Issuance of shares for services September 2005 300,000 3 5 -- -- -- 8
Issuance of shares for services September 2005 68,000 1 1 -- -- -- 2
Issuance of shares for services September 2005 173,200 1 3 -- -- -- 4
Issuance of shares for cash October 2005 87,459 1 2 -- -- -- 3
Issuance of shares for services October 2005 185,000 2 6 -- -- -- 8
Issuance of shares for cash October 2005 174,918 1 5 -- -- -- 6
Issuance of shares for cash October 2005 116,612 1 3 -- -- -- 4
Issuance of shares for cash November 2005 116,611 1 3 -- -- -- 4
Issuance of shares for cash November 2005 390,667 3 3 -- -- -- 6
Issuance of shares for services November 2005 20,000 -- -- -- -- -- --
Issuance of shares for services November 2005 20,000 -- -- -- -- -- --
Issuance of shares for services November 2005 20,000 -- -- -- -- -- --
Issuance of shares for services November 2005 500,000 5 9 -- -- -- 14
Issuance of shares for services December 2005 140,000 2 2 -- -- -- 4
Issuance of shares for cash December 2005 390,667 3 3 -- -- -- 6
Issuance of shares for cash December 2005 390,666 3 3 -- -- -- 6
Issuance of shares for cash December 2005 6,000,000 50 200 -- -- -- 250
Net loss for the year -- -- -- (1,939) -- -- (1,939)
Translation adjustment -- -- -- -- -- (98) (98)
----------- ------ ------- -------- ----- ---- -------
Balance at December 31, 2005 82,670,464 837 6,227 (14,087) -- 743 (6,280)
=========== ====== ======= ======== ===== ==== =======
Issuance of shares for services January 2006 2,500,000 21 31 -- -- -- 52
Issuance of shares for cash January 2006 4,000,000 33 132 -- -- -- 165
Issuance of shares for services January 2006 100,000 1 2 -- -- -- 3
Issuance of shares for cash March 2006 1,500,000 12 38 -- -- -- 50
Issuance of shares for cash March 2006 2,500,000 21 62 -- -- -- 83
Issuance of shares for cash March 2006 250,000 2 6 -- -- -- 8
Issuance of shares for cash March 2006 1,500,000 12 38 -- -- -- 50
Issuance of shares for services April 2006 100,000 1 4 -- -- -- 5
Issuance of shares for cash May 2006 300,000 2 3 -- -- -- 5
Issuance of shares for cash May 2006 300,000 3 7 -- -- -- 10
Issuance of shares for cash May 2006 2,350,000 18 82 -- -- -- 100
Debt Conversion - non cash May 2006 1,000,000 8 31 -- -- -- 39
Issuance of shares for cash June 2006 2,600,000 20 80 -- -- -- 100
Debt Conversion - non cash July 2006 1,000,000 8 72 -- -- -- 80
Debt Conversion - non cash July 2006 1,000,000 8 72 -- -- -- 80
Debt Conversion - non cash July 2006 1,000,000 8 72 -- -- -- 80
Debt Conversion - non cash July 2006 500,000 4 36 -- -- -- 40
Issuance of shares for services November 2006 300,000 2 4 -- -- -- 6
Issuance of shares for cash November 2006 1,300,000 10 90 -- -- -- 100
Issuance of shares for cash November 2006 1,280,000 10 90 -- -- -- 100
Issuance of shares for cash December 2006 1,320,000 10 90 -- -- -- 100
Issuance of shares for cash December 2006 1,320,000 10 90 -- -- -- 100
Issuance of shares for cash December 2006 330,000 3 22 -- -- -- 25
Net loss for the year -- -- -- (1,585) -- -- (1,585)
Translation adjustment -- -- -- -- -- 4 4
----------- ------ ------- -------- ----- ---- -------
Balance at December 31, 2006 111,020,464 1,064 7,381 (15,672) -- 747 (6,480)
=========== ====== ======= ======== ===== ==== =======
Issuance of shares for cash January 2007 650,000 5 45 -- -- -- 50
Issuance of shares for services January 2007 300,000 2 6 -- -- -- 8
Issuance of shares for services January 2007 200,000 2 4 -- -- -- 6
Issuance of shares for services January 2007 250,000 2 5 -- -- -- 7
Issuance of shares for services February 2007 250,000 2 5 -- -- -- 7
Issuance of shares for cash February 2007 1,420,000 11 99 -- -- -- 110
Issuance of shares for cash February 2007 325,000 2 22 -- -- -- 24
Issuance of shares for cash March 2007 650,000 5 45 -- -- -- 50
Issuance of shares for cash March 2007 8,712,000 115 875 -- -- -- 990
Debt Conversion - non cash March 2007 12,500,000 94 2,505 -- -- -- 2,599
Issuance of shares for services April 2007 100,000 1 13 -- -- -- 14
Issuance of shares for services April 2007 200,000 1 25 -- -- -- 26
Issuance of shares for services April 2007 1,000,000 7 67 -- -- -- 74
Issuance of shares for cash May 2007 1,000,000 7 140 -- -- -- 147
Issuance of shares for cash May 2007 750,000 6 105 -- -- -- 111
Debt Cancellation - non cash May 2007 -- -- 242 -- -- -- 242
Debt Conversion - non cash June 2007 9,469,000 70 891 -- -- -- 961
Issuance of shares for cash June 2007 5,393,000 40 760 -- -- -- 800
Issuance of shares for services June 2007 261,250 2 25 -- -- -- 27
Issuance of shares for services June 2007 261,250 2 25 -- -- -- 27
Issuance of shares for officer
compensation June 2007 2,500,000 19 318 -- -- -- 337
Issuance of shares for officer
compensation June 2007 2,500,000 19 318 -- -- -- 337
Issuance of shares for officer
compensation June 2007 4,000,000 30 508 -- -- -- 538
Issuance of shares for officer
compensation June 2007 1,000,000 7 127 -- -- -- 134
Issuance of shares for officer
compensation June 2007 6,000,000 45 762 -- -- -- 807
Issuance of shares for services June 2007 135,000 1 12 -- -- -- 13
Issuance of shares for cash June 2007 2,250,000 17 12 -- -- -- 29
Issuance of shares for cash July 2007 5,550,000 42 1,208 -- -- -- 1,250
Issuance of shares for cash August 2007 933,333 7 193 -- -- -- 200
Issuance of shares for services August 2007 1,000,000 7 66 -- -- -- 73
Issuance of shares for services August 2007 1,000,000 7 66 -- -- -- 73
Issuance of shares for services August 2007 100,000 1 7 -- -- -- 8
Issuance of shares for services September 2007 300,000 2 21 -- -- -- 23
Issuance of shares for cash September 2007 1,666,667 12 344 -- -- -- 356
Cancellation of shares for
collateral September 2007 -2,000,000 -- -- -- -- -- --
Issuance of shares for cash October 2007 2,350,000 17 483 -- -- -- 500
Issuance of shares for cash November 2007 2,966,666 21 623 -- -- -- 644
Issuance of shares for services December 2007 500,000 3 48 -- -- -- 51
Net loss for the year -- -- -- (9,294) -- -- (9,294)
Translation adjustment -- -- -- -- -- (75) (75)
----------- ------ ------- -------- ----- ---- -------
Balance at December 31, 2007 187,463,630 1,697 18,401 (24,966) -- 672 (4,196)
=========== ====== ======= ======== ===== ==== =======
Issuance of shares for services January 2008 800,000 6 79 -- -- -- 85
Issuance of shares for services January 2008 200,000 1 20 -- -- -- 21
Issuance of shares for cash February 2008 1,000,000 7 326 -- -- -- 333
Issuance of shares for services March 2008 500,000 3 73 -- -- -- 76
Issuance of shares for services March 2008 500,000 3 73 -- -- -- 76
Net loss for the period -- -- -- (1,145) -- -- (1,145)
Translation adjustment -- -- -- -- -- 2 2
----------- ------ ------- -------- ----- ---- -------
Balance at March 31, 2008 190,463,630 1,717 18,972 (26,111) -- 674 (4,748)
=========== ====== ======= ======== ===== ==== =======
Issuance of shares for
subscription receivable June 2008 300,000 2 94 -- (96) -- --
Issuance of shares for
subscription receivable June 2008 1,300,000 8 492 -- (500) -- --
Net loss for the period -- -- -- (1,627) -- -- (1,627)
Translation adjustment -- -- -- -- -- 5 5
----------- ------ ------- -------- ----- ---- -------
Balance at June 30, 2008 192,063,630 1,727 19,558 (27,738) (596) 679 (6,370)
=========== ====== ======= ======== ===== ==== =======
The accompanying notes are an integral part of these financial statements.
PART I. FINANCIAL INFORMATION
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS OF EUROS)
FOR THE SIX FOR THE SIX TOTAL ACCUMULATED
MONTHS ENDED MONTHS ENDED DURING THE
JUNE 30, 2008 JUNE 30, 2007 DEVELOPMENT STAGE
------------- ------------- ------------------
Cash flow from operating activities
Net Loss E(2,772) E(2,984) E(27,738)
Adjustments to reconcile net loss to
net cash used in operating activities
Amortization -- 9 513
Goodwill impairment -- -- 209
Fees paid in warrants -- -- 223
Gain on extinguishment of debt -- (774)
Services and fee paid in common stock 258 2,421 4,842
Amortization of debt discount -- -- 210
Changes in current assets and
liabilities, net of effects
from reverse purchase
Decrease(increase) in receivables 2 15 (31)
Increase(decrease) in accounts payable (1,851) (328) 1,212
Increase(decrease) in taxes and
social costs payable 7 (5) 11
Increase(decrease)in Other 207 (494) 280
------- ------- --------
Net cash used in operating activities (4,149) (1,366) (21,043)
------- ------- --------
Cash flows from investing activities
Patents and other -- (175) (393)
Short-term investments 60 -- --
Cash acquired in reverse purchase -- 13
------- ------- --------
Net cash used in investing activities 60 (175) (380)
------- ------- --------
Cash flows from financing activities
Proceeds from issuance of common stock 333 2,350 10,708
Borrowing from shareholders 5,209 730 6,181
Increase in note payable and other
short-term advances -- -- 7,094
Decrease in note payable and other
short-term advances -- (1,490) (1,490)
Loan fees -- -- (130)
------- ------- --------
Net cash provided by financing activities 5,542 1,590 22,363
------- ------- --------
Effect on foreign exchange rate on cash 7 (1) 679
------- ------- --------
Net change in cash 1,460 48 1,619
Cash, beginning of period 159 29 --
------- ------- --------
Cash, end of period E 1,619 E 77 E 1,619
======= ======= ========
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
(UNAUDITED)
Note 1. The Company and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying interim period consolidated financial statements of Mymetics
Corporation (the "Company") 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, 2007.
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 ended June 30, 2008 were of a normal and recurring nature.
Mymetics Corporation (the "Company") was created for the purpose of engaging in
research and development of human health products. Its main research efforts
have been concentrated in the prevention and treatment of the AIDS virus until
it acquired an ongoing malaria vaccine project from one of its close scientific
partners. The Company has established a network which enables it to work with
education centers, research centers, pharmaceutical laboratories and
biotechnology companies.
These financial statements have been prepared treating the Company as a
development stage company. As of June 30, 2008, the Company had not performed
any clinical testing and a commercially viable product is not expected for
several more years. As such, the Company has not generated significant revenues.
For the purpose of these financial statements, the development stage started May
2, 1990.
These financial statements have also been prepared assuming the Company will
continue as a going concern. The Company has experienced significant losses
since inception resulting in a deficit accumulated during the development stage
of E27,738,000 at June 30, 2008. Deficits in operating cash flows since
inception have been financed through debt and equity funding sources. In order
to remain a going concern and continue the Company's research and development
activities, management intends to seek additional funding. Management is seeking
additional financing but there can be no assurance that management will be
successful in any of those efforts.
The Company is focusing its efforts on funding its on-going expenses through
high net worth individuals located in Switzerland. To date, these individuals
have purchased restricted common shares at prices at a premium to the market
price of Mymetics shares and have introduced management to other high net worth
individuals who have a similar interest in the Company's science and mission.
The Company expects to continue to rely on its existing high net worth
shareholders and new individuals who they know to meet its expenses during the
next 12 months.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its subsidiaries. Significant intercompany accounts and transactions have been
eliminated.
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 year. Unrealized gains
or losses from these translations are reported as a separate component of
comprehensive income. Transaction gains or losses are included in general and
administrative expenses in the consolidated statements of operations. 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
Cash deposits are occasionally in excess of insured amounts for purposes of the
statement of cash flow. Interest paid was E209,000 and E106,000 for the six
months ended June 30, 2008 and 2007, respectively. The Company has paid no
income tax since its inception.
Short Term Investments
Short term investments consist of time deposits with initial three-month
maturities. Short term investments are reported at market value which
approximates cost and there were no gains or losses in 2008.
Revenue Recognition
Revenue related to the sale of products will be recognized when all of the
following conditions are met: persuasive evidence of an arrangement exists,
delivery has occurred, the price is fixed or determinable, and collectability is
reasonably assured.
Current liabilities
Current liabilities include E61,000 deferred grant revenue, E65,000 due to
Company officers and the balance to various suppliers.
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.
Earnings per Share
Basic earnings per share is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding in the
period. The weighted average number of shares was 190,551,542 and 144,471,816
for the three months ended June 30, 2008 and 2007, respectively. The weighted
average number of shares was 189,732,861 and 130,516,481 for the six months
ended June 30, 2008 and 2007, respectively. Diluted earnings per share takes
into consideration common shares outstanding (computed under basic earnings per
share) and potentially dilutive securities. Options were not included in the
computation of diluted earnings per share because their effect would be
anti-dilutive due to net losses incurred.
Preferred Stock
The Company has authorized 5,000,000 shares of preferred stock. No shares are
issued or outstanding at June 30 2008. The preferred stock is issuable in
several series with varying dividend, conversion and voting rights. The specific
series and rights will be determined upon any issuance of preferred stock.
Stock-Based Compensation
On January 1, 2006, the Company adopted the fair value recognition provisions of
FAS No. 123(R), Share-Based Payment, ("FAS 123R"). Prior to January 1, 2006, the
Company accounted for stock-based payments under the recognition and measurement
provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees ("APB
25"), and related Interpretations, as permitted by FAS No. 123, Accounting for
Stock-Based Compensation ("FAS 123"). In accordance with APB 25, no compensation
cost was required to be recognized for options granted that had an exercise
price equal to the market value of the underlying common stock on the date of
grant.
The Company adopted FAS 123R using the modified-prospective transition method.
Under that transition method, compensation cost recognized for the year ended
December 31, 2006 and thereafter includes: (a) compensation cost for all
share-based payments granted prior to, but not yet vested as of January 1, 2006,
based on the grant-date fair value estimated in accordance with the original
provisions of FAS 123, and (b) compensation cost for all share-based payments
granted subsequent to January 1, 2006, based on the grant-date fair value
estimated in accordance with the provisions of FAS 123R. The financial results
for the prior periods have not been restated. The Company will amortize stock
compensation cost ratably over the requisite service period.
There were no options issued in 2008 or 2007 and there were no stock options
that vested in either of those years.
The issuance of common shares for services is recorded at the quoted price of
the shares on the date the services are rendered.
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.
Fair Values of Financial Instruments
The Company generally has the following financial instruments: cash, short-term
investments, accounts receivable, accounts payable, and convertible notes
payable. The carrying value of cash, employee receivables and accounts payable
approximate their fair value based on the short-term nature of these financial
instruments. The Company adjusts the carrying value of its short-term
investments to fair value with any unrecognized gains or losses recorded as a
component of "Accumulated Other Comprehensive Income" and thus the carrying
value equals fair value. Due to the short term nature of the convertible notes
payable, management estimates that the fair value approximates carrying value.
Concentrations
The Company enters into scientific collaboration agreements with selected
partners such as Pevion Biotech Ltd., a Swiss company that granted Mymetics
exclusive licenses to use their virosome vaccine delivery technology in
conjunction with the Company's AIDS and malaria preventive vaccines under
development. Under this agreement, Pevion Biotech is committed to supply the
actual Virosomes and perform their integration with the Company's antigens,
which requires proprietary know-how, at Pevion's premises. The agreement
includes specific mechanisms to mitigate the risk of losing a key component of
Mymetics' vaccines should Pevion become unable to live up to its commitment.
Related party transactions
The Company's general counsel became a member of the Board of Directors on
January 1, 2008. The Company incurred professional fees to the counsel's law
firm during the period ended June 30, 2008, totaling E72,752 of which E11,150 is
payable at June 30, 2008.
New Accounting Pronouncements
In May 2008, the FASB issued FASB FSP Accounting Principles Board ("APB") ("FSP
APB 14-1"), "Accounting for Convertible Debt Instruments That May Be Settled in
Cash upon Conversion (Including Partial Cash Settlement)." FSP APB 14-1 applies
to convertible debt instruments that, by their stated terms, may be settled in
cash (or other assets) upon conversion, including partial cash settlement of the
conversion option. FSP APB 14-1 requires bifurcation of the instrument into a
debt component that is initially recorded at fair value and an equity component.
The difference between the fair value of the debt component and the initial
proceeds from issuance of the instrument is recorded as a component of equity.
The liability component of the debt instrument is accreted to par using the
effective yield method; accretion is reported as a component of interest
expense. The equity component is not subsequently re-valued as long as it
continues to qualify for equity treatment. FSP APB 14-1 must be applied
retrospectively to previously issued cash-settleable convertible instruments as
well as prospectively to newly issued instruments. FSP APB 14-1 is effective for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years. Though the Company does not believe FSP APB 14-1 will have an
effect on its current financial position, the Company is currently evaluating
the requirements of FSP APB 14-1 with respect to its convertible debt and has
not yet determined the impact on the Company's financial statements.
Subsequent Events
On July 17, 2008, the Company issued 2,000,000 restricted common shares as
compensation to its new Senior VP in charge of Investor Relations. These shares
will vest as agreed milestones will be attained.
On August 2, 2008, the Company issued 250,000 restricted common shares as
payment in lieu of cash to a supplier at a premium over current market price.
These shares will vest as relevant invoices will be received and approved.
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 Corporation for the periods ended June 30, 2008 and 2007
should be read in conjunction with the Company's audited consolidated financial
statements for the year ended December 31, 2007 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, 2007 and, to the extent included therein, our
quarterly reports on Form 10-Q filed during fiscal year 2007.
SIX MONTHS ENDED JUNE 30, 2008 AND 2007
Revenue was nil for the six months ended June 30, 2008 and 2007.
Costs and expenses decreased to E2,767,000 for the six months ended June 30,
2008 from E2,984,000 (7.3%) for the six months ended June 30, 2007. Research and
development expenses increased to E1,077,000 in the current period from E218,000
(394.0%) in the comparative period of 2007 as we were preparing the viral
challenge tests of our immunized non-human primates. General and administrative
expenses decreased to E1,481,000 in the six months ended June 30, 2008 from
E2,651,000 in the comparative period of 2007 (44.1%) mostly due to significant
legal costs incurred during the six months ended June 30, 2007.
The Company reported a net loss of E2,772,000, or E0.01 per share, for the six
months ended June 30, 2008, compared to a net loss of E2,984,000, or E0.02 per
share, for the six months ended June 30, 2007.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash of E1,619,000 at June 30, 2008 compared to E159,000 at
December 31, 2007.
We have not generated any material revenues since we commenced our vaccine
research and development business in 2001, and we do not anticipate generating
any material revenues on a sustained basis unless and until a licensing
agreement or other commercial arrangement is entered into with respect to our
technology.
Increase in borrowing from our shareholders was E5,209,000 in the current period
compared to E730,000 during the six months ended June 30, 2007.
As of June 30, 2008, we had an accumulated deficit of approximately E28 million,
and we incurred losses of E2,772,000 in the six-month period ending on that
date. These losses are principally associated with the research and development
of our HIV vaccine technologies and the acquisition of our new malaria vaccine
project. We expect to continue to incur expenses in the future for research,
development and activities related to the future licensing of our technologies.
Accounts payable of E456,000 at June 30, 2008, include E65,000 due to our
officers as unpaid salaries, fees and out-of-pocket expenses.
Net cash used in operating activities was (E4,149,000) for the six-month period
ended June 30, 2008, compared to (E1,366,000) for the period ended June 30,
2007.
Investing activities provided E60,000 during the six months ended June 30, 2008,
as compared to E175,000 used during the months ended June 30, 2007, entirely in
the application of new patents.
Financing activities provided cash of E5,542,000 for the six-month period ended
June 30, 2008 compared to E1,590,000 in the same period last year.
Proceeds from issuance of common stock provided E333,000 during the six-month
period ended June 30, 2008 compared to E2,350,000 in the same period in 2007.
Salaries and related payroll costs represent fees for all of our directors other
than our employee directors, gross salaries for two of our executive officers,
and payments under consulting contracts with two of our officers. Under
Executive Employment Agreements with our CEO, CFO and CSO approved by our Board
of Directors on July 1, 2006, we credit our salaried executive officers a
combined amount of E54,000 per month, a portion of which is undrawn and left
interest-free at the disposal of the Company.
Since January 15, 2004, payments of E12,000 per quarter for Professor Marc
Girard's services as our Head of Vaccines Development were due pursuant to a
consulting agreement dated June 10, 2004, as disclosed in our filing on Form
10-Q for the period ended March 31, 2004 to the Securities and Exchange
Commission. We owed Professor Girard E12,000 at June 30, 2008.
Monthly fixed and recurring expenses for "Property leases" of E1,000 represents
the monthly lease and maintenance payments to unaffiliated third parties for our
executive offices located at 14, rue de la Colombiere in Nyon (Switzerland) (600
square feet), which can be cancelled on six months notice. We also lease minimal
office facilities for Dr. Fleury at a monthly cost of E1,000, which includes
full access to medical databases over high speed internet connection. This lease
can be cancelled on very short term notice as we are planning to lease in the
next few months facilities to conduct quality checks and to verify scientific
results.
Included in professional fees are estimated recurring legal fees paid to outside
corporate counsel and audit and review fees paid to our independent accountants,
and fees paid for investor relations.
Interest expense of E209,000 refers to interest paid on convertible notes
payable to shareholders which carry an interest rate of 10% and a conversion
price of $US 0.50 per share.
As of June 30, 2008, we had three full-time salaried executives, exclusive of
our contracts for the consulting services of Professor Girard, our Head of
Vaccines Development.
We have been able to hire three qualified assistants to our CEO, CFO and CSO,
respectively, in addition to our part time office manager-secretary. We have
also hired a VP in charge of Investor Relations and we expect to hire a
part-time laboratory technician in 2008. We may need to hire additional
personnel to meet the needs and demands of any future workload.
We intend to continue to incur additional expenditures during the next 12 months
for additional research and development of our HIV and malaria vaccines.
Additional funding requirements during the next 12 months will arise as we
commence a phase I clinical trial, which we expect to occur in November 2008. We
expect that funding for the cost of any clinical trials would be available
either from debt or equity financings, donors and/or potential pharmaceutical
partners before we commence the human trials.
In the past we have financed our research and development activities primarily
through debt and equity financings from various parties.
We anticipate our operations will require approximately E4.6 million until
December 31, 2008. We will seek to raise the required capital from equity or
debt financings, donors and/or 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 terms satisfactory to us, or at
all, to finance our operations. In the event that we are not able to obtain such
additional capital, we would be required to further restrict or even halt our
operations.
RECENT FINANCING ACTIVITIES
To date we have generated no material revenues from our business operations. We
are unable to predict when or if we will be able to generate revenues from
licensing our technology or the amounts expected from such activities. These
revenue streams may be generated by us or in conjunction with collaborative
partners or third party licensing arrangements, and may include provisions for
one-time, lump sum payments in addition to ongoing royalty payments or other
revenue sharing arrangements. However, we presently have no commitments for any
such payments.
Sources of additional capital include funding through future collaborative
arrangements, licensing arrangements, and debt and equity financings. 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 we are
unable to secure such additional financing when needed, we will have to curtail
or suspend all or a portion of our business activities and we could be required
to cease operations entirely. Further, if we issue equity securities, our
shareholders may experience severe dilution of their ownership percentage.
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 research costs
associated with our gp41 testing. Provided we can obtain sufficient financing
resources, we expect to begin phase I clinical trials in 2008. In accordance
with our past strategy, we intend to subcontract such work to "best of class"
research teams unless institutions such as the US National Institutes of Health
(NIH) or the French CEA decide to conduct it at their own expense, which they
presently do.
We do not anticipate that our existing capital resources will be sufficient to
fund our cash requirements through the next three months. We do not have enough
cash presently on hand, based upon our current levels of expenditures and
anticipated needs during this period, and we will need additional proceeds from
additional equity investments such as private placements under Regulation D and
Regulation S under the Securities Act of 1933. 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
future clinical trials.
Our early attempts at attracting grants from humanitarian donors have not been
successful because such donors are usually barred from making donations to
for-profit and/or publicly traded companies such as Mymetics. In addition, most
humanitarian donors demand that grant recipients abandon their intellectual
property rights or alternatively, severely limit their commercial margins on the
sale of preventive vaccines in the developing world. Based on the discussions we
have had so far with major pharmaceutical companies in view of entering into a
partnership agreement, it is obvious that these potential partners are concerned
with the prospect of having to limit their margins in the developing world.
Therefore and in order to become both eligible for grants and attractive to
potential partners, the Company has created Dream Vaccines Foundation (DVF), a
non-profit entity registered in the State of Delaware for which a "501c (3)"
public charity status request is in the process of being submitted to the U.S.
Internal Revenues Service. Under this status, the Company intends to grant DVF a
royalty-free access to its intellectual property related to HIV and malaria
vaccines through a cross-licensing agreement. The purpose of this agreement is
to allow DVF to attract donor funds to initially finance the specific R&D and
clinical trials of vaccine versions specifically targeting underserved and
impoverished populations. Mymetics will retain all intellectual property related
to Clade B, the form of HIV virus prevalent in Europe and North America.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
PAYMENTS DUE BY PERIOD (THOUSANDS OF EUROS)
-------------------------------------------
LESS MORE
THAN 1 - 3 3 - 5 THAN
CONTRACTUAL OBLIGATION TOTAL 1 YEAR YEARS YEARS 5 YEARS
---------------------- ----- ------ ----- ----- --------
Long-term debt E0 E0 E0 E0 E0
Capital Lease Obligations E0 E0 E0 E0 E0
Operating Lease Obligations E149 E21(1) E64 E64 E0
Purchase Obligations E750 E750(2) E0 E0 E0
Other Long-Term Liabilities Reflected
On Mymetics Balance Sheet under GAAP E0 E0 E0 E0 E0
---- ---- --- --- ---
TOTAL E899 E771 E64 E64 E0
==== ==== === === ===
(1) Lease of our premises in Lausanne, which can be cancelled at short notice,
and Nyon, based on contractual obligations but which could in fact be
cancelled at short notice.
(2) Written and implied contractual obligations incurred in relation to the
procurement of services, equipment at certain of our partners and GMP grade
peptides and recombinant proteins required for our 2008 clinical trials.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates which could affect
our financial condition and results of operations. We have not entered into
derivative contracts for our own account to hedge against such 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 in
the range from 5 to 10% p.a.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. As of the end of the registrant's fiscal
year ended December 31, 2007, an evaluation of the effectiveness of the
registrant's "disclosure controls and procedures" (as such term is defined in
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) was carried out by the registrant's principal executive
officer and principal financial officer. Based upon that evaluation, the
registrant's principal executive officer and principal financial officer have
concluded that as of the end of June 30, 2008, the registrant's disclosure
controls and procedures are effective to ensure that information required to be
disclosed by the registrant in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms.
It should be noted that while the registrant's principal executive officer and
principal financial officer believe that the registrant's disclosure controls
and procedures provide a reasonable level of assurance that they are effective,
they do not expect that the registrant's disclosure controls and procedures or
internal control over financial reporting will prevent all errors and 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.
Changes in Internal Control Over Financial Reporting
The Company's management, including the CEO and CFO have indicated that the
material weaknesses highlighted at the end of 2007 as: (i) the lack of
independent oversight by an audit committee of independent members of the Board
of Directors, (ii) the lack of controls over cash receipts and related equity
issuances and (iii) the lack of controls over the period end closing process,
have been addressed by: (i)Establishing an audit committee of nonexecutive
directors, one of whom is Dr. Thomas Staehelin, an independent member of our
Board of Directors and our audit committee financial expert, (ii) Ensuring that
all issues of stock for services are approved by the Board of Directors (iii)
The period end closing process includes a review by the audit committee of
nonexecutive directors.
There have been no changes in the Company's internal controls over financial
reporting identified in connection with the evaluation that occurred during the
latest quarter that has been materially affected, or is reasonably likely to
materially affect the Company's internal control over financial reporting as
required by paragraph (d) of Exchange Act Rules 13a-15(e) or 15d-15(e).
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Our present policy is to defend vigorously only the suits with material amounts
being sought in damages and after considering the potential legal costs
involved. We do not currently maintain any insurance but are now engaged in the
process of concluding one.
Neither Mymetics Corporation nor our wholly owned subsidiaries 6543 Luxembourg
SA and Mymetics Management Sarl are presently involved in any litigation
incident to our business.
MYMETICS S.A.
On February 7, 2006, the Tribunal de Commerce in Lyon, France placed Mymetics
S.A., under receivership ("Redressement Judiciaire") as a result of an ongoing
dispute between Mymetics Corporation and a former officer and director, Dr.
Pierre-Francois Serres, who obtained an initial judgment against Mymetics S.A.
in France in the amount of E173,000 for an alleged wrongful termination by the
Company's prior management during 2003, which judgment was reversed on appeal.
Despite this positive outcome, the financial and legal status of Mymetics S.A.
was too impaired to justify the costs and efforts to revitalize it. We therefore
decided to let the matter run its course under French law and to transfer all
operations to Mymetics Corporation.
Under the order of the French court, Mymetics S.A. sold its patents to Lomastar
Technologies Sarl, a Swiss company incorporated in Nyon, for E80,000 in order to
pay its creditors and the administration costs of the case. Upon completion of
this endeavor, the company will be dissolved under the control of the French
court appointed judicial administrator. As a legal consequence of this court
order, Mymetics Corporation has formally lost control over its French
subsidiary. We do not believe that the sale of the patents is significant to us
since they expire in 2017 and 2018, the dates we first expect to be selling the
vaccine. To protect the value of our intellectual property, however, we are
negotiating an exclusive worldwide perpetual license with Lomastar Technologies
with respect to these patents. There can be no assurance, however, that we will
be successful in achieving this result, which could limit the value of our
intellectual property and the potential value of our company to a prospective
purchaser.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On June 26, 2008, three hundred thousand and one million three hundred thousand
shares of our common stock were issued to existing investors at respectively
$0.50 per share (previously committed) and $0.60 for a total of $930,000.
All of the foregoing issuances were made in reliance upon the exemption from
registration provided by Section 4(2) under the Securities Act in reliance,
among other things, upon the fact that there was a limited number of recipients,
there was no general solicitation of offers and all of the recipients were
accredited investors.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief
Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief
Financial Officer
32 Section 1350 Certification of Chief Executive Officer
and Chief Financial Officer
* Portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 24b2 of the Securities Exchange Act of
1934, as amended, and the omitted material has been separately filed with
the Securities and Exchange Commission.
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.
Dated: August 14, 2008 MYMETICS CORPORATION
By: /s/ Christian Rochet
-----------------------------------
President and Chief Executive
Officer
By: /s/ Ernst Luebke
-----------------------------------
Chief Financial Officer