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.

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") 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, 2016.2018.

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 nine-monththree-month period ending September 30, 2017March 31, 2019 were of a normal and recurring nature.

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 E79,422E85,903 at September 30, 2017.March 31, 2019. Further, the Company’s current liabilities exceed its current assets by E48,541E54,948 as of September 30, 2017,March 31, 2019, 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’sour ability to continue as a going concern.concern within one year from the issuance of the financial statements.

The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated.

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 loss.income. Transaction gains or losses are included in operatinggeneral and administrative 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.

The deliverables under an exclusive license agreement generally includeCompany has concluded that government grants are not within the exclusive licensescope of Topic 606, as they do not meet the definition of a contract with a “customer”. We concluded the definition of a contract with a “customer” was not met as the counterparty to the Company’s technology,government grants has not contracted to obtain goods or services and may also include deliverablesthus 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 to be performed on behalf ofover a contractually defined period. Revenue from government grants is recognized in the collaborative collaborator andperiod during which the manufacture of preclinical or clinical materials forrelated costs are incurred, provided that the collaborative collaborator.applicable conditions under the government contracts have been met.

  In April 2015, the Company was selected to receive project grants with a total of E8.4 million. A total of E5.3 million iswould be funded as part of Horizon 2020, the European Union research and innovation framework program and up to E3.1 million of funding willwould be provided by the Swiss State “Secretariat for Education, Research and Innovation” (SERI) for the Swiss based consortium partners. The grant fundsfunded the evaluation, development and manufacturing scale-up of thermo-stable and cold-chain independent nano-pharmaceutical virosome-based vaccine candidates. Of the total amount, E3.4E3.8 million iswas directly attributable to Mymetics’ activities, with the remaining balance going to the consortium partners.partners and has not been part of Mymetics financial statements. The project duration is 42 months and started on May 4, 2015.2015 and officially ended on November 3, 2018, after which a final report had been prepared, presented and submitted to the EU for a total costs declared of E8,262 for the total project and E3,673 for Mymetics.

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.

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.

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.

For the ninethree months ended September 30, 2016,March 31, 2018, the basic weighted average number of shares was 303,757,622. The total potential number of shares issuable of 577,580,317632,333,684 at September 30, 2016March 31, 2018 includes 548,334,168603,233,684 potential issuable shares related to convertible loans and 29,246,14929,100,000 potential issuable shares related to outstanding stocknot expired options granted to employees.

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, 2017March 31, 2019 or December 31, 2016.2018.

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 ninethree months ended September 30, 2017March 31, 2019 nor in the ninethree months ended September 30, 2016.March 31, 2018.

During the three month periods ended September 30, 2017 and 2016, stock compensation expense amounted to E13 and E18, respectively. Stock compensation expense amounted to E31E2 and E63E6 during the nine monththree months periods ended September 30, 2017March 31, 2019 and 2016,2018, respectively, and is included in the consolidated statements of comprehensive loss within general and administrative expenses.

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 value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

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 conversion features and the unique nature of these instruments.

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 E48,276,E55,085, including interest due to date. Conversion prices on the Euro-denominated convertible debt have been fixed to a fixed Euro/US dollar exchange rate.

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 E48,276E55,479 including interest due to date. Interest incurred on these notes since inception has been added to the principal amounts.

The following discussion and analysis of the results of operations and financial condition of Mymetics Corporation for the periods ended September 30, 2017March 31, 2019 and 20162018 should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 20162018 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, 20162018 and, to the extent included therein, our quarterly reports on Form 10-Q filed during fiscal year 2017.2018.

For the three months ended March 31, 2019, no revenue was earned. Revenue was E399 and E179E297 for the three months ended September 30, 2017 and 2016, respectively,March 31, 2018, mainly related to the revenue recognized for the work performed under the Horizon 2020 grants.

Research and development expenses increaseddecreased to E555E215 in the current period from E241 (130.3%E308 (-30.2%) in the comparative period of 2016,2018, mainly due to theE85 of subcontracting services related to the project with acronym “Maciviva”paid during the three month period ending September 30, 2017.March 2018 in relation with the Horizon 2020 Maciviva project. During the three months ended March 31, 2019, no R&D expenses have been incurred related to the Horizon 2020 Maciviva project as the projected ended in November 2018.

 

General and administrative expenses decreased to E276of E278 in the three months ended September 30, 2017 from E298 (-7.4%)March 31, 2019 are comparable with E277 incurred in the comparative period of 2016.2018.

The Company reported a net loss of (E1,020)(E1,228), or (E0.00) per share, for the three months ended September 30, 2017,March 31, 2019, compared to a net loss of (E1,003)(E898), or (E0.00) per share, for the three months ended September 30, 2016.

We had cash of E830E475 at September 30, 2017March 31, 2019 compared to E1,391E479 at December 31, 2016.2018.

As of September 30, 2017,March 31, 2019, we had an accumulated deficit of approximately E79E86 million, and had net loss of E3,031E1,228 in the ninethree month 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 infrom operating activities was E1,659E9 for the ninethree month period ended September 30, 2017March 31, 2019. During the three month period ending March 31, 2018 net cash used from operating activities was E634 mainly due to the subcontracting services paid to vendorsduring the three month period ending March 31, 2018 and final funding amount received during the three month period ending March 31, 2019, both related to the Maciviva project of E710. During the nine month period ended September 30, 2016 net cash used in operating activities was E1,270.project.

Net cash used infrom investing activities was (E34)NIL during the ninethree months ended September 30, 2017, related to the purchase of equipment for our laboratory in Leiden, compared to (E3) for the comparable period in 2016.March 31, 2019 and 2018.

FinancingNet cash provided from financing activities provided net cash of E1,150 for the nine months ended September 30, 2017, related to promissory notes from our main investors, andis NIL for the comparable periodthree months ended September 30, 2016.March 31, 2019 and 2018.

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 120204 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 E19,781E23,795 has been accrued on all of the Company’s outstanding notes and advances (see detailed table in Note 2 to the financial statements).

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.

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.

No changes of internal control over financial reporting were made in the ninethree months ended September 30, 2017.March 31, 2019.

Our management, Ronald Kempers, who is now both CEO and CFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error 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.