Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large-accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large-accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of shares outstanding of the Registrant’s Common Stock, $0.01 par value, was 303,757,622 as of ~~August 16,~~November 12, 2021

		June 30,			December 31,			September 30,			December 31,
		2021			2020			2021			2020
		(unaudited)						(unaudited)
ASSETS	ASSETS
Current Assets
Cash		€	268		€	1,083			€	1,002		€	1,083
Accounts receivable			56			71				32			71
Prepaid expenses			35			85				127			85
Total current assets			359			1,239				1,161			1,239

Rent deposit			10			10				10			10
Property and equipment, net of accumulated depreciation of €458 at June 30, 2021 and €463 at December 31, 2020			49			48
Property and equipment, net of accumulated depreciation of €464 at September 30, 2021 and €462 at December 31, 2020										44			48
Right-of-Use Asset			77			128				51			128
Goodwill			6,671			6,671				6,671			6,671
		€	7,166		€	8,096
Assets									€	7,937		€	8,096

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)	LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable		€	56		€	70			€	70		€	70
Deferred revenue			36			0
Deferred grant										13			0
Operating Lease Liability			80			105				54			105
Non-convertible notes payable and related accrued interest to related parties			7,490			7,402				8,738			7,402
Convertible notes payable and related accrued interest to related parties			57,058			55,688				57,771			55,688
Total current liabilities			64,720			63,265				66,646			63,265

Long Term Liabilities
Debt-Principal Payable to the Federal Financing Bank			153			156				156			156
Operating lease liability			0			27				0			27
Total long-term liabilities			153			183				156			183
			64,873			63,448
Total liabilities										66,802			63,448

Commitments and Contingencies (Note 3)			0			0				0			0

Shareholders’ Deficit
Common stock, U.S. $0.01 par value; 1,200,000,000 shares authorized; issued and outstanding 303,757,622 at June 30, 2021 and at December 31, 2020			2,530			2,530
Preferred stock, U.S. $0.01 par value; 5,000,000 shares authorized; none-issued or outstanding			0			0
Common stock, U.S. $0.01 par value; 1,200,000,000 shares authorized; issued and outstanding 303,757,622 at September 30, 2021 and at December 31, 2020										2,530			2,530
Preferred stock, U.S. $0.01 par value; 5,000,000 shares authorized; none-issued or Outstanding										0			0
Additional paid-in capital			34,443			34,443				34,443			34,443
Accumulated deficit			(95,368	)		(93,020	)			(96,521)			(93,020)
Accumulated other comprehensive income			688			695				683			695
Total shareholders’ deficit			(57,707	)		(55,352	)			(58,865)			(55,352)
Total liabilities and shareholders’ deficit		€	7,166		€	8,096			€	7,937		€	8,096

The accompanying notes are an integral part of these condensed consolidated financial statements.

	For The Three Months Ended June 30,						For The Six Months Ended June 30,						For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2021			2020			2021			2020			2021			2020			2021			2020

Revenue
Research and development	€	0		€	11		€	3		€	28		€	0		€	0		€	3		€	28
Grants		159			134			290			389			82			12			372			401
		159			145			293			417
Revenue net														82			12			375			429
Expenses
Research and development		308			252			562			574			190			215			752			789
General and administrative		277			296			568			621			260			254			828			875
		585			548			1,130			1,195
Expenses net														450			469			1,580			1,664

Operating Loss		(426	)		(403	)		(837	)		(778	)		(368	)		(457	)		(1,205	)		(1,235	)

Interest expense		684			676			1,369			1,351			688			679			2,057			2,030
Other (income) expense		(22	)		(47	)		100			59			86			(106	)		186			(47	)
Loss before income tax provision		(1,088	)		(1,032	)		(2,306	)		(2,188	)		(1,142	)		(1,030	)		(3,448	)		(3,218	)

Income tax provision		(14	)		1			(42	)		(7	)		(11	)		(8	)		(53	)		(15	)
Net Loss		(1,002	)		(1,031	)		(2,348	)		(2,195	)		(1,153	)		(1,038	)		(3,501	)		(3,233	)

Other comprehensive income
Foreign currency translation adjustment		1			0			(7	)		7			(5	)		(2	)		(12	)		5
Comprehensive loss	€	(1,101	)	€	(1,031	)	€	(2,355	)	€	(2,188	)	€	(1,158	)	€	(1,040	)	€	(3,513	)	€	(3,228	)

Basic and dilutive earnings per share	€	(0.00	)	€	(0.00	)	€	(0.01	)	€	(0.01	)	€	(0.00	)	€	(0.00	)	€	(0.01	)	€	(0.01	)
Weighted-average shares outstanding, basic and diluted		303,757,622			303,757,622			303,757,622			303,757,622			303,757,622			303,757,622			303,757,622			303,757,622

The accompanying notes are an integral part of these condensed consolidated financial statements.

	Three and Six-month Period Ended June 31, 2020														Three and Nine-month Period Ended September 30, 2020
	Common Stock Number of Par						Accumulated			Accumulated Other Comprehensive					Common Stock Number of Par							Accumulated			Accumulated Other Comprehensive
	Shares		Value		APIC		deficit			Income		Total			Shares			Value		APIC		deficit			Income			Total

Balance at December 31, 2019		303,757,622	E	2,530	E	34,443	E	(88,862	)	E	691	E	(51,198	)		303,757,622		€	2,530	€	34,443	€	(88,862)		€	691		€	(51,198	)

Net loss		-		0		0		(1,164	)		0		(1,164	)		-			0		0		(1,164	)		0			(1,164	)
Translation adjustment		-		0		0		0			7		7			-			0		0		0			7			7
Balance at March 31, 2020		303,757,622	E	2,530	E	34,443	E	(90,026	)	E	698	E	(52,355	)		303,757,622		€	2,530	€	34,443	€	(90,026)		€	698		€	(52,355	)

Net loss		-		0		0		(1,031	)		0		(1,031	)		-			0		0		(1,031	)		0			(1,031	)
Translation adjustment		-		0		0		0			0		0			-			0		0		0			0			0
Balance at June 30, 2020		303,757,622	E	2,530	E	34,443	E	(91,057	)	E	698	E	(53,386	)		303,757,622		€	2,530	€	34,443	€	(91,057)		€	698		€	(53,386	)

Net loss																-			0		0		(1,038	)		0			(1,038	)
Translation adjustment																-			0		0		0			(2	)		(2	)
Balance at September 30, 2020																303,757,622	E		2,530	€	34,443	€	(92,095)		€	696		€	(54,426	)

	Three and six-month Period Ended June 30, 2021															Three and Nine-month Period Ended September 30, 2021
	Common Stock Number of Par						Accumulated			Accumulated Other Comprehensive						Common Stock Number of Par						Accumulated			Accumulated Other Comprehensive
	Shares		Value		APIC		deficit			Income			Total			Shares		Value		APIC		deficit			Income			Total

Balance at December 31, 2020		303,757,622	E	2,530	E	34,443	E	(93,020	)	E	695		E	(55,352	)		303,757,622	€	2,530	€	34,443	€	(93,020)		€	695E		€	(55,352	)

Net loss		-		0		0		(1,246	)		0			(1,246	)		-		0		0		(1,246	)		0			(1,246	)
Translation adjustment		-		0		0		0			(8	)		(8	)		-		0		0		0			(8	)		(8	)
Balance at March 31, 2021		303,757,622	E	2,530	E	34,443	E	(94,266	)	E	687		E	(56,606	)		303,757,622	€	2,530	€	34,443	€	(94,266)		€	687E		€	(56,606	)

Net loss		-		0		0		(1,102	)		0			(1,102	)		-		0		0		(1,102	)		0			(1,102	)
Translation adjustment		-		0		0		0			1			1			-		0		0		0			1			1
Balance at June 30, 2021		303,757,622	E	2,530	E	34,443	E	(95,368	)	E	688		E	(57,707	)		303,757,622	€	2,530	€	34,443	€	(95,368)		€	688E		€	(57,707	)

Net loss																	-		0		0		(1,153	)		0			(1,153	)
Translation adjustment																	-		0		0		0			(5	)		(5	)
Balance at September 30, 2021																	303,757,622	€	2,530	€	34,443	€	(96,521)		€	683E		€	(58,865	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

	For The Six Months Ended			For The Six Months Ended			For The Nine Months Ended			For The Nine Months Ended
	June 30, 2021			June 30, 2020			September 30, 2021			September 30, 2020
Cash Flow from Operating Activities
Net loss	€	(2,348	)	€	(2,195	)	€	(3,501	)	€	(3,233	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		9			9			14			13
Stock compensation expense – options		0			0
Changes in operating assets and liabilities
Receivables		15			(19	)		39			135
Accrued interest on convertible notes payable		1,370			1,280			2,083			1,797
Accrued interest on non-convertible notes payable		88			65			136			104
Accounts payable		(14	)		(81	)		0			(109	)
Deferred grant		36			82			13			6
Other		47			51			(43	)		(29	)
Net cash used in operating activities		(797	)		(808	)		(1,259	)		(1,316	)

Cash Flows from Investing Activities
Purchase of property and equipment		(10	)		(5	)		(10	)		(5	)
Net cash used in investing activities		(10	)		(5	)		(10	)		(5	)

Cash Flows from Financing Activities
Proceeds from borrowing on-line of credit with federal bank		(1	)		158			0			156
Proceeds from issuance of non-convertible notes		0			1,100			1,200			1,100
Net cash provided by financing activities		(1	)		1,258			1,200			1,256

Effect on foreign exchange rate on cash		(7	)		7			(12	)		5
Net change in cash		(815	)		452			(81	)		(60	)

Cash, beginning of period		1,083			683			1,083			683
Cash, end of period	€	268		€	1,135		€	1,002		€	623

Supplemental Disclosure of Cash Flow Information:
Cash paid for taxes		(38	)		(7	)		(48	)		(7	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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, 2020.

The accompanying financial statements of the Company are unaudited. However, in the opinion of the Company, the unaudited condensed 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 and ~~six-month~~nine-month period ending ~~June~~September 30, 2021 were of a normal and recurring nature.

The Company was created for the purpose of engaging in vaccine research and development. Its main research efforts in the beginning have been concentrated in the prevention and treatment of the AIDS virus and malaria. The Company has established a network which enables it to work with education centers, research centers, pharmaceutical laboratories and biotechnology companies. Besides the HIV and malaria vaccine candidates, ~~under development,~~ the Company additionally has generated preclinical data for the following vaccines: Herpes Simplex and Respiratory Syncytial Virus (“RSV”), neither of which is currently being developed. The company also has clinical data for an intranasal influenza vaccine for the elderly which has finished a Phase I clinical trial and is currently on hold. As of ~~June~~September 30, 2021, the Company is working on several research projects with commercial partners for immunotherapy in the field oncology and for some infectious diseases with academic partners. Since April 2020, the Company has additionally started to work on the development of a virosome-based vaccine to prevent Covid-19, the disease caused by the SARS-CoV-2 virus. For the Covid-19 vaccine candidates, the Company is collaborating with leading academic institutions, such as Baylor College of Medicine in Texas, the Amsterdam medical Center (AMC) of the University of Amsterdam in the Netherlands and the University Hospital in Bern, Switzerland.

As of ~~June~~September 30, 2021, the Company was engaged in the pre-clinical testing of ~~some of~~ its Covid-19 and HIV vaccine candidates, but a commercially viable product is not expected for several more years. However, the Company generated some revenue through collaboration and grant agreements.

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 ~~€95,368~~€96,521 at ~~June~~September 30, 2021. Further, the Company’s current liabilities exceed its current assets by ~~€64,361~~€65,485 as of ~~June~~September 30, 2021, 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 our ability to continue as a going concern within one year from the issuance of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company follows the guidance in ASC 842, which established a right-of-use (“ROU”) model requiring lessees to record a right-of-use (“ROU”) asset and lease obligations on the balance sheet for all leases with terms longer than 12 months. The Company determines if an arrangement is a lease at inception. Where an arrangement is a lease, the Company determines if it is an operating lease or a finance lease. At lease commencement, the Company records a lease liability and corresponding ROU asset. Lease liabilities represent the present value of our future lease payments over the expected lease term which includes options to extend or terminate the lease when it is reasonably certain those options will be exercised. The present value of the Company’s lease liability is determined using its incremental collateralized borrowing rate at lease inception. ROU assets represent its right to control the use of the leased asset during the lease and are recognized in an amount equal to the lease liability for leases with an initial term greater than 12 months. Over the lease term (operating leases only), the Company uses the effective interest rate method to account for the lease liability as lease payments are made and the ROU asset is amortized to consolidated statement of operations in a manner that results in straight-line expense recognition. The Company does not apply lease recognition requirements for short-term leases. Instead, the Company recognizes payments related to these arrangements in the consolidated statement of operations as lease costs on a straight-line basis over the lease term.

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

The ~~full~~ impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations.

Management is actively monitoring the global situation on its financial condition, liquidity, operations, scientific collaborations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2021.

The Company is dependent on its workforce to deliver and advance its research. Developments such as physical distancing and working from home directives have and will continue to impact the Company’s ability to deploy its workforce effectively. While expected to be temporary, prolonged workforce disruptions may negatively impact future revenues in fiscal year 2021 and the Company’s overall liquidity.

The Company is dependent on its partners in certain projects, such as the University of Louisiana at Lafayette (“ULL”) for the NIH funded project to maintain the agreed timelines and execute their tasks. Developments such as social distancing and shelter-in-place directives and lock-down directives have and will continue to impact the Company’s ability to execute on project plans and research objectives effectively. While expected to be temporary, prolonged disruptions in collaboration projects may negatively impact funding in fiscal year 2021 and the Company’s overall liquidity.

Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2021.

On March 27, 2020, the U.S. Government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act includes various income and payroll tax provisions. The Company has analyzed the tax provisions of the CARES Act and determined they have no significant financial impact to the condensed financial statements. The Company has no intention of taking advantage of other benefits provided by the CARES Act but will continue to evaluate the impact on the Company’s financial position.

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

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, ASU 2020-06 simplifies accounting for the issuance of convertible instruments by removing major separation models required under current GAAP. In addition, the ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share (EPS) calculation in certain areas. ASU 2020-06 will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, beginning in fiscal years which begin after December 15, 2020. The FASB has specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company adopted this standard effective January 1, 2021, and the adoption had no impact on the consolidated financial statements.

The Company translates non-Euro assets and liabilities of its subsidiaries at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the period. Unrealized gains or losses from these translations are reported as a separate component of comprehensive income. Transaction gains or losses are included in foreign exchange (gain) loss 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 Company consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. Cash deposits are occasionally in excess of insured amounts.

The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASU No. 2014-19, Revenue from Contracts with Customer (“Topic 606”), the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. The Company then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The Company has concluded that government grants are not within the scope of Topic 606, as they do not meet the definition of a contract with a “customer”. The Company concluded the definition of a contract with a “customer” was not met as the counterparty to the government grants has not contracted to obtain goods or services and thus the contracts are not considered to have commercial substance. Government grants provide the Company with payments for certain types of expenditures related to research and development activities over a contractually defined period. Revenue from government grants is recognized in the period during which the related costs are incurred, provided that the applicable conditions under the government contracts have been met.

On April 29, 2019, the National Institutes of Health (“NIH”) awarded the Company and Texas Biomedical Research Institute (“Texas Biomed”) a five-year grant for the project called “Cold Chain-independent, Needle-free Mucosal Virosomal Vaccine to Prevent HIV-1 Acquisition at Mucosal Levels”. The project started on May 1, 2019 and is planned for five years. The overall budget related to the project is USD 8,850, with USD 1,213 approved for the first year, USD 727 approved for the second year, USD 1,856 approved for the third year and USD 1,720 approved for the current ongoing fourth year ending on April 30, 2022.

The amounts mentioned in the following statements are purely related to the Company and not to the other partners in the project: The overall portion of the grant allocated to the Company is USD 5,930, with USD 743 approved for the first year, USD 449 approved for the second year, USD 1,052 approved for the third year and USD 1,078 approved for the current ongoing fourth year ending on April 30, 2022. It was initially co-led by Texas Biomed, but due to the move of Dr. Ruth Ruprecht, the Co-Principal Investigator, to the University of Louisiana at Lafayette (“ULL”) at the end of 2019, ULL has become the co-lead with Mymetics for this project. To date, the Company has recognized ~~€1,465~~€1,547 of grant revenue from the NIH, of which ~~€290~~€372 has been recognized during the ~~six~~nine months ended ~~June~~September 30, 2021. First results are expected to be reported in the last quarter of 2021.

The project has the objective to prepare the Company’s promising HIV-1 vaccine candidate for clinical trials, by first executing a non-human primate (“NHP”) study, where the test subjects will be receiving Mymetics’ virosome based HIV-1 vaccine candidate by several intra-muscular and intra-nasal applications, followed by rectal challenges. As of ~~June~~September 30, 2021, Mymetics has successfully produced two sets of virosome based vaccines and the NHPs have received two intramuscular vaccinations and three intranasal vaccinations. The vaccinations were well tolerated and there were no safety issues. During 2021 the vaccinated NHPs will start to receive rectal challenges. The vaccine is created to induce protective mucosal antibodies acting as a frontline defense against sexual HIV transmission. This awarded grant from the NIH can continue some of the developments that were achieved during the European Horizon 2020 project.

In December 2018, the Company announced that the success criteria of the Research and Option to License Agreement with Anergis SA (“Anergis”) had been met. Under the terms of the Research Agreement, a pre-clinical study program evaluated the immunogenicity profile of the Anergis’ peptides designed to treat birch allergy when presented on Mymetics’ proprietary virosomes, with or without undisclosed TLR ligands or other adjuvants, and these results were compared to Anergis’ AllerT product combination. In October 2019 Anergis started a new evaluation study in collaboration with Stallergenes Greer SA, in which the Mymetics COP virosomes were evaluated in a preclinical study. In May 2020 the Company announced that Stallergenes Greer and Anergis reported the results of the joint research study (the second study) evaluating the effects of the second generation Contiguous Overlapping Peptides (COP) allergen immunotherapy in a therapeutic model of birch allergy, with the aim of shortening the AIT administration schemes. In the second study, conducted by Stallergenes Greer, COP-Virosomes, and COP and virosomes alone were compared to a placebo group in an in-house therapeutic model of birch pollen allergy. Recombinant Bet v 1 alone (the major allergen of birch pollen) and birch extract were also used as controls in this setting. COP-virosomes were the only synthetic therapy able to fully reverse asthma symptoms as well as lung inflammation (i.e., significant reduction in eosinophils in bronchial fluids). Pro-allergic immune responses also decreased with COP-virosome therapy with a significant decrease of the IL-4, a Th2 cytokine.

In January 2021, following the two successful studies with its virosome platform, Mymetics announced the acceptance of its joint publication in the scientific journal Clinical & Experimental Allergy with Stallergenes Greer SA and Anergis SA, with the title: Bet v 1 contiguous overlapping peptides anchored to virosomes with TLR4 agonist enhance immunotherapy efficacy in mice. Since February 1, 2021, Anergis SA has moved into liquidation as it was not able to raise sufficient funds to continue.

Receivables are stated at their outstanding principal balances. Management reviews the collectability of receivables on a periodic basis and determines the appropriate amount of any allowance. There was no allowance necessary at ~~June~~September 30, 2021 or December 31, 2020. The Company writes off receivables to the allowance when management determines that a receivable is not collectible. The Company may retain a security interest in the products sold.

Property and equipment 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.

Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. The Company typically performs its annual goodwill impairment test effective as of April 1 of each year, unless events or circumstances indicate impairment may have occurred before that time. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. After assessing qualitative factors, the Company determined that no further testing was necessary. If further testing was necessary, the Company would determine the fair value of each reporting unit and compare the fair value to the reporting unit’s carrying amount. The Company has one reporting unit.

On March 10, 2021, the Swiss Federal tax administration conducted a withholding tax audit on Mymetics SA’s financial statements for the years 2015 to 2019. At the end of the tax audit, the tax inspector concluded that a portion of the intercompany interest expenses related to the subordinated loan from Mymetics Corporation to Mymetics SA could be considered as a hidden dividend distribution and therefore subject to Swiss withholding tax. The tax inspector encouraged the Company to file the relevant Swiss withholding tax forms to benefit from the double tax treaty between Switzerland and the United States. ~~The final amount will be agreed after~~All required documentation has been sent, assessed and approved by the Swiss Federal tax ~~administration has received all required documentation.~~administration. The ~~Company filed and sent a preliminary report~~portion of the intercompany interest expenses related to the ~~Federal~~subordinated loan from Mymetics Corporation to Mymetics SA is considered as a hidden dividend distribution and therefore subject to Swiss withholding tax ~~administration. The Company expects to finalize~~at a reduced tax rate of 5% and based on the ~~report during~~double tax treaty in force between Switzerland and the ~~fourth quarter~~United State of ~~2021, waiting for legal documents from the U.S. Federal tax office.~~America. As Mymetics SA’s audited financial statements for the year ended December 31, 2020, have been signed before March 10, 2021, and, in agreement with the Swiss audit firm, Mymetics SA made a payment of €27 to the Swiss tax office on behalf of the Company in the first quarter of ~~2021.~~2021, which represents 5% withholding tax due as of December 30, 2020. The Company expects to receive the final statement by the end of the year for any late interests due to the Swiss Federal tax administration.

The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax laws or rates.

The Company reports a liability, if any, for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties, if any, are recorded as a component of interest expense and other expense, respectively.

The Company has not recorded any liabilities for uncertain tax positions or any related interest and penalties at ~~June~~September 30, 2021 nor December 31, 2020. The Company’s United States tax returns are open to audit for the years ended December 31, 2015 to 2019. The returns for the Swiss subsidiary, Mymetics S.A., are open to audit for the year ended December 31, 2020. The returns for the Netherlands subsidiaries, Bestewil B.V. and Mymetics B.V., are open to audit for the year ended December 31, 2020.

Basic earnings per share is computed by dividing net income or loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. For the periods ended ~~June~~September 30, 2021 and 2020, options and convertible debt were not included in the computation of diluted earnings per share because their effect would be anti-dilutive due to net losses incurred under the treasury stock method.

For the three and ~~six~~nine months ended ~~June~~September 30, 2021, the basic weighted and diluted average number of shares was 303,757,622. The total potential number of shares issuable of ~~747,880,794~~757,030,713 at ~~June~~September 30, 2021 includes ~~722,130,794~~731,280,713 potential issuable shares related to convertible loans, and 25,750,000 potential issuable shares related to outstanding stock options granted to employees.

For the three and ~~six~~nine months ended ~~June~~September 30, 2020, the basic weighted and diluted average number of shares was 303,757,622. The total potential number of shares issuable of ~~712,281,117~~720,431,036 at ~~June~~September 30, 2020 includes ~~685,531,117~~694,681,036 potential issuable shares related to convertible loans, and 26,750,000 potential issuable shares related to outstanding stock 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 ~~June~~September 30, 2021 or December 31, 2020.

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, accounts receivable, and accounts payable, approximates their fair value based on the short-term nature of these financial instruments. Management believes the fair value of the notes payable is reflecting the actual value reported for these instruments.

The Company derived 99% and 95% of grant revenue for the ~~six-month~~nine-month periods ended ~~June~~September 30, 2021 and 2020, from one grantor, respectively. For the period ended December 31, 2020, the Company derived 95% of grant revenue from one partner.

Mr. Ernest M. Stern, the Company’s outside U.S. counsel, is both a director of the Company and is a partner in Culhane Meadows PLLC, the firm retained as legal counsel by the Company. The Company incurred professional fees to the counsel’s law firms totaling €3 and ~~€11~~€4 for the three months ended ~~June~~September 30, 2021 and 2020 respectively; and ~~€14~~€17 and ~~€22~~€26 for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively.

Two of the Company’s major shareholders have granted secured convertible notes and short-term convertible notes and promissory notes, which have a total carrying amount of ~~€64,110~~€66,066 including interest due as of ~~June~~September 30, 2021. 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 ~~€64,548~~€66,509 including interest due to date. Interest incurred on these notes since inception has been added to the principal amounts.

The details of the convertible notes and loans are as follows at ~~June~~September 30, 2021:

									Fixed									Fixed
								Conversion	Rate							Conversion		Rate
Lender	1st-Issue	Principal		Duration		Interest		Price	EUR/USD	1st-Issue	Principal		Duration		Interest	Price		EUR/USD
Price	Date	Amount		(Note)		Rate		(stated)	Conversion	Date	Amount		(Note)		Rate	(stated)		Conversion

Eardley Holding A.G. (1)	06/23/2006	€	160	(2	)	10% pa	$	0.10	N/A	06/23/2006	€	164	(2	)	10% pa	$	0.10	N/A
Anglo Irish Bank S.A.(3)	10/21/2007	€	500	(2	)	10% pa	$	0.50	1.4090	10/21/2007	€	500	(2	)	10% pa	$	0.50	1.4090
Round Enterprises Ltd.	12/10/2007	€	1,500	(2	)	10% pa	$	0.50	1.4429	12/10/2007	€	1,500	(2	)	10% pa	$	0.50	1.4429
Round Enterprises Ltd.	01/22/2008	€	1,500	(2	)	10% pa	$	0.50	1.4629	01/22/2008	€	1,500	(2	)	10% pa	$	0.50	1.4629
Round Enterprises Ltd.	04/25/2008	€	2,000	(2	)	10% pa	$	0.50	1.5889	04/25/2008	€	2,000	(2	)	10% pa	$	0.50	1.5889
Round Enterprises Ltd.	06/30/2008	€	1,500	(2	)	10% pa	$	0.50	1.5380	06/30/2008	€	1,500	(2	)	10% pa	$	0.50	1.5380
Round Enterprises Ltd.	11/18/2008	€	1,200	(2	)	10% pa	$	0.50	1.2650	11/18/2008	€	1,200	(2	)	10% pa	$	0.50	1.2650
Round Enterprises Ltd.	02/09/2009	€	1,500	(2	)	10% pa	$	0.50	1.2940	02/09/2009	€	1,500	(2	)	10% pa	$	0.50	1.2940
Round Enterprises Ltd.	06/15/2009	€	5,500	(2,4	)	10% pa	$	0.80	1.4045	06/15/2009	€	5,500	(2,4	)	10% pa	$	0.80	1.4045
Eardley Holding A.G.	06/15/2009	€	100	(2,4	)	10% pa	$	0.80	1.4300	06/15/2009	€	100	(2,4	)	10% pa	$	0.80	1.4300
Von Meyenburg	08/03/2009	€	200	(2	)	10% pa	$	0.80	1.4400	08/03/2009	€	200	(2	)	10% pa	$	0.80	1.4400
Round Enterprises Ltd.	10/13/2009	€	2,000	(2	)	5% pa	$	0.25	1.4854	10/13/2009	€	2,000	(2	)	5% pa	$	0.25	1.4854
Round Enterprises Ltd.	12/18/2009	€	2,200	(2	)	5% pa	$	0.25	1.4338	12/18/2009	€	2,200	(2	)	5% pa	$	0.25	1.4338
Round Enterprises Ltd.	08/04/2011	€	1,010	(5,6	)	10% pa	$	0.034	N/A	08/04/2011	€	1,035	(5,6	)	10% pa	$	0.034	N/A
Eardley Holding A.G.	08/04/2011	€	253	(5,6	)	10% pa	$	0.034	N/A	08/04/2011	€	259	(5,6	)	10% pa	$	0.034	N/A
Round Enterprises Ltd.	11/08/2011	€	400	(6	)	10% pa	$	0.034	1.3787	11/08/2011	€	400	(6	)	10% pa	$	0.034	1.3787
Eardley Holding A.G.	11/08/2011	€	100	(6	)	10% pa	$	0.034	1.3787	11/08/2011	€	100	(6	)	10% pa	$	0.034	1.3787
Round Enterprises Ltd.	02/10/2012	€	1,000	(6	)	10% pa	$	0.034	1.3260	02/10/2012	€	1,000	(6	)	10% pa	$	0.034	1.3260
Eardley Holding A.G.	02/14/2012	€	200	(6	)	10% pa	$	0.034	1.3260	02/14/2012	€	200	(6	)	10% pa	$	0.034	1.3260
Round Enterprises Ltd.	04/19/2012	€	322	(6	)	10% pa	$	0.034	1.3100	04/19/2012	€	322	(6	)	10% pa	$	0.034	1.3100
Eardley Holding A.G.	04/19/2012	€	80	(6	)	10% pa	$	0.034	1.3100	04/19/2012	€	80	(6	)	10% pa	$	0.034	1.3100
Round Enterprises Ltd.	05/04/2012	€	480	(6	)	10% pa	$	0.034	1.3152	05/04/2012	€	480	(6	)	10% pa	$	0.034	1.3152
Eardley Holding A.G.	05/04/2012	€	120	(6	)	10% pa	$	0.034	1.3152	05/04/2012	€	120	(6	)	10% pa	$	0.034	1.3152
Round Enterprises Ltd.	09/03/2012	€	200	(6	)	10% pa	$	0.034	1.2576	09/03/2012	€	200	(6	)	10% pa	$	0.034	1.2576
Eardley Holding A.G.	09/03/2012	€	50	(6	)	10% pa	$	0.034	1.2576	09/03/2012	€	50	(6	)	10% pa	$	0.034	1.2576
Round Enterprises Ltd.	11/14/2012	€	500	(6	)	10% pa	$	0.034	1.2718	11/14/2012	€	500	(6	)	10% pa	$	0.034	1.2718
Eardley Holding A.G.	12/06/2012	€	125	(6	)	10% pa	$	0.034	1.3070	12/06/2012	€	125	(6	)	10% pa	$	0.034	1.3070
Round Enterprises Ltd.	01/16/2013	€	240	(6	)	10% pa	$	0.034	1.3318	01/16/2013	€	240	(6	)	10% pa	$	0.034	1.3318
Eardley Holding A.G.	01/16/2013	€	60	(6	)	10% pa	$	0.034	1.3318	01/16/2013	€	60	(6	)	10% pa	$	0.034	1.3318
Round Enterprises Ltd.	03/25/2013	€	400	(6	)	10% pa	$	0.037	1.2915	03/25/2013	€	400	(6	)	10% pa	$	0.037	1.2915
Eardley Holding A.G.	04/14/2013	€	150	(6	)	10% pa	$	0.034	1.3056	04/14/2013	€	150	(6	)	10% pa	$	0.034	1.3056
Round Enterprises Ltd.	04/14/2013	€	600	(6	)	10% pa	$	0.034	1.3056	04/14/2013	€	600	(6	)	10% pa	$	0.034	1.3056
Eardley Holding A.G.	05/15/2013	€	170	(6	)	10% pa	$	0.037	1.2938	05/15/2013	€	170	(6	)	10% pa	$	0.037	1.2938
Round Enterprises Ltd.	05/15/2013	€	680	(6	)	10% pa	$	0.037	1.2938	05/15/2013	€	680	(6	)	10% pa	$	0.037	1.2938
Eardley Holding A.G.	06/24/2013	€	60	(6	)	10% pa	$	0.025	1.3340	06/24/2013	€	60	(6	)	10% pa	$	0.025	1.3340
Round Enterprises Ltd.	06/24/2013	€	240	(6	)	10% pa	$	0.025	1.3340	06/24/2013	€	240	(6	)	10% pa	$	0.025	1.3340
Eardley Holding A.G.	08/05/2013	€	80	(6	)	10% pa	$	0.018	1.3283	08/05/2013	€	80	(6	)	10% pa	$	0.018	1.3283
Round Enterprises Ltd.	08/05/2013	€	320	(6	)	10% pa	$	0.018	1.3283	08/05/2013	€	320	(6	)	10% pa	$	0.018	1.3283
Eardley Holding A.G.	03/01/2017	€	230	(7	)	2.5% pa		N/A	N/A	03/01/2017	€	230	(7	)	2.5% pa		N/A	N/A
Round Enterprises Ltd.	03/01/2017	€	920	(7	)	2.5% pa		N/A	N/A	03/01/2017	€	920	(7	)	2.5% pa		N/A	N/A
Eardley Holding A.G.	10/18/2017	€	230	(7	)	2.5% pa		N/A	N/A	10/18/2017	€	230	(7	)	2.5% pa		N/A	N/A
Round Enterprises Ltd.	10/18/2017	€	920	(7	)	2.5% pa		N/A	N/A	10/18/2017	€	920	(7	)	2.5% pa		N/A	N/A
Eardley Holding A.G.	06/01/2018	€	160	(8	)	2.5% pa		N/A	N/A	06/01/2018	€	160	(8	)	2.5% pa		N/A	N/A
Round Enterprises Ltd.	06/01/2018	€	640	(8	)	2.5% pa		N/A	N/A	06/01/2018	€	640	(8	)	2.5% pa		N/A	N/A
Eardley Holding A.G.	11/10/2018	€	160	(8	)	2.5% pa		N/A	N/A	11/10/2018	€	160	(8	)	2.5% pa		N/A	N/A
Round Enterprises Ltd.	11/10/2018	€	640	(8	)	2.5% pa		N/A	N/A	11/10/2018	€	640	(8	)	2.5% pa		N/A	N/A
Eardley Holding A.G.	06/15/2019	€	120	(9	)	2.5% pa		N/A	N/A	06/15/2019	€	120	(9	)	2.5% pa		N/A	N/A
Round Enterprises Ltd.	06/15/2019	€	480	(9	)	2.5% pa		N/A	N/A	06/15/2019	€	480	(9	)	2.5% pa		N/A	N/A
Eardley Holding A.G.	12/20/2019	€	120	(10	)	2.5% pa		N/A	N/A	12/20/2019	€	120	(10	)	2.5% pa		N/A	N/A
Round Enterprises Ltd.	12/20/2019	€	480	(10	)	2.5% pa		N/A	N/A	12/20/2019	€	480	(10	)	2.5% pa		N/A	N/A
Eardley Holding AG	06/15/2020	€	220	(11	)	2.5% pa		N/A	N/A	06/15/2020	€	220	(11	)	2.5% pa		N/A	N/A
Round Enterprises Ltd.	06/15/2020	€	880	(11	)	2.5% pa		N/A	N/A	06/15/2020	€	880	(11	)	2.5% pa		N/A	N/A
Eardley Holding AG	12/15/2020	€	170	(12	)	2.5% pa		N/A	N/A	12/15/2020	€	170	(12	)	2.5% pa		N/A	N/A
Round Enterprises Ltd.	12/15/2020	€	680	(12	)	2.5% pa		N/A	N/A	12/15/2020	€	680	(12	)	2.5% pa		N/A	N/A
Eardley Holding AG										08/15/2021	€	240	(13	)	2.5% pa		N/A	N/A
Round Enterprises Ltd.										08/15/2021	€	960	(13	)	2.5% pa		N/A	N/A
Total Short Term Principal Amounts		€	34,750								€	35,985
Accrued Interest		€	29,798								€	30,524
TOTAL LOANS AND NOTES		€	64,548								€	66,509

On April 2, 2020, the Swiss entity, Mymetics SA, received a Federal credit line of Chf 168 (€~~154)~~156) in relation with the Covid-19 pandemic. This credit line applies for five years and is fully guaranteed by the Swiss Confederation via guaranteed organizations. The interest rate is currently at 0 percent until March 31, 2021. The Swiss Confederation has the right to adjust the interest rate to the market rate. The first revision took place as of April 1, 2021, but no modification was applied.

Certain of the secured convertible notes have conversion features that should be bifurcated from the debt and recorded at fair value; however, as of ~~June~~September 30, 2021, and December 31, 2020, the probability of the conversion features being exercised was zero. For this reason, the conversion features are not required to be bifurcated from the debt as the fair value is zero at ~~June~~September 30, 2021, and December 31, 2020.

The facility lease agreement for Epalinges, Switzerland, is automatically renewed month by month with a notice period of three months. The related rent is paid monthly in the amount of €4 and is considered a short-term lease. As the term is less than twelve months, the lease is outside of the scope of ASC 842 and not accounted for on the balance sheet due to the Company’s policy elections.

The facility lease agreement for Leiden, The Netherlands, runs until March 31, 2022, and can be terminated with a six month notice as of September 30, 2021. The related rent is paid monthly in the amount of €9. The Company does not have any other operating lease for its research and development facilities, corporate headquarter, offices and equipment.

In August 2021, the Company agreed with Round Enterprises Ltd and Eardley Holding AG the issuance of promissory notes with a total combined value of €1,200, with an annual interest rate of 2.5% and a maturity date which is the later of (i) December 31, 2021, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes. The total amount of €1,200 is expected to be received on August 15, 2021.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition of Mymetics Corporation for the periods ended ~~June~~September 30, 2021 and 2020 should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2020 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, 2020 and, to the extent included therein, our quarterly reports on Form 10-Q filed during fiscal year ~~2020.~~2021.

The Company is dependent on its workforce to deliver and advance its research. Developments such as physical distancing and working from home directives will impact the Company’s ability to deploy its workforce effectively. While expected to be temporary, prolonged workforce disruptions may negatively impact future revenues in fiscal year 2021 and the Company’s overall liquidity.

The Company is dependent on its partners in certain projects, such as the University of Louisiana at Lafayette (“ULL”) for the NIH funded project to maintain the agreed timelines and execute their tasks. Developments such as social distancing and shelter-in-place directives and lock-down directives will impact the Company’s ability to execute on project plans and research objectives effectively. While expected to be temporary, prolonged disruptions in collaboration projects may negatively impact funding in fiscal year 2021 and the Company’s overall liquidity.

On March 27, 2020, the U.S. Government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act includes various income and payroll tax provisions. The Company has analyzed the tax provisions of the CARES Act and determined they have no significant financial impact to the condensed financial statements. The Company has no intention of taking advantage of other benefits but will continue to evaluate the impact on the Company’s financial position.

For the three months ended ~~June~~September 30, 2021 revenue was ~~€159,~~€82, which was related to the revenue recognized for the work performed under the NIH grant / HIV ~~project and the remaining for a small pre-clinical research project with a US academic institution.~~project. For the three months ended ~~June~~September 30, 2020 revenue was ~~€145, of~~€12, which ~~€134~~ was related to the revenue recognized for the work performed under the NIH grant / HIV ~~project and the remaining for a small pre-clinical research project with a US academic institution.~~project.

Costs and expenses ~~increased~~decreased to ~~€585~~€450 for the three months ended ~~June~~September 30, 2021 from ~~€548 (6.8%~~€469 (-4.1%) for the three months ended ~~June~~September 30, 2020, of which:

Interest expense increased to ~~€684~~€688 for the three months ended ~~June~~September 30, 2021 from ~~€676~~€679 for the three months ended ~~June~~September 30, 2020 related to an increase in existing loans from related parties.

Foreign exchange revaluation, recorded in Other (income) expense, generated a net loss of €75 and a net gain of ~~€33 and €57~~€116 during the three months ended ~~June~~September 30, 2021 and 2020, respectively, which was due to the revaluation of existing US$ based loans from related parties and US$ cash position.$.

The Company reported a net loss of (€~~1,102)~~1,153), or (€0.00) per share, for the three months ended ~~June~~September 30, 2021, compared to a net loss of (€~~1,031)~~1,038), or (€0.00) per share, for the three months ended ~~June~~September 30, 2020.

Revenue was ~~€293~~€375 for the ~~six~~nine months ended ~~June~~September 30, 2021, with ~~€290~~€372 related to the revenue recognized for the work performed under the NIH grant / HIV project and the remaining for a small pre-clinical research project with a ~~US academic~~Swiss institution, and ~~E417~~E429 for the ~~six~~nine months ended ~~June~~September 30, 2020, of which ~~€389~~€401 was related to the revenue recognized for the work performed under the NIH grant ~~provided by~~and the ~~NIH via Texas Biomedical Institute.~~remaining for a small pre-clinical work for third parties

Costs and expenses decreased to ~~€1,130~~€1,580 for the ~~six~~nine months ended ~~June~~September 30, 2021 from ~~€1,195 (-5.4%~~€1,664 (-5.0%) for the ~~six~~nine months ended ~~June~~September 30, 2020, of which:

Foreign exchange revaluation, recorded in Other (income) expense, generated a net loss of ~~€79~~€154 and ~~€38~~a net gain of €78 during the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively, which is due to the revaluation of existing US$ based loans from related parties and US$ cash position.

The Company reported a net loss of (€3,501), or (€0.01) per share, for the nine months ended September 30, 2021, compared to a net loss of (€3,233), or (€0.01) per share, for the nine months ended September 30, 2020.

The Company reported a net loss of (€2,348), or (€0.01) per share, for the six months ended June 30, 2021, compared to a net loss of (€2,195), or (€0.01) per share, for the six months ended June 30, 2020.

We had cash of ~~€268~~€1,002 at ~~June~~September 30, 2021 compared to €1,083 at December 31, 2020.

During 2020, our revenue has mainly been generated through the NIH grant / HIV project. For 2021, new significant revenues are not expected unless and until a major licensing agreement or other commercial arrangement is entered into with respect to our technology or new grant financings are awarded.

As of ~~June~~September 30, 2021, we had an accumulated deficit of approximately ~~€95~~€97 million, and had net loss of ~~€2,348~~€3,501 in the ~~six-month~~nine-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 from operating activities decreased to ~~€797~~€1,259 for the ~~six-month~~nine-month period ended ~~June~~September 30, 2021, compared to ~~€808~~€1,316 for the same period in 2020, mainly due to the receivable related to the NIH grant / HIV project incurred during the ~~six-month~~nine-month period ending ~~June~~September 30, 2020.

Net cash used in investing activities was €10 during the ~~six-months~~nine-months ended ~~June~~September 30, 2021 and €5 during the same period in 2020, mainly due to new IT and laboratory equipment in Leiden.

Financing activities provided net cash of ~~(€1)~~€1,200 for the ~~six-months~~nine-months ended ~~June~~September 30, 2021, and ~~€1,258~~€1,256 for the ~~six-months~~nine-months ended ~~June~~September 30, 2020, which includes €1,200 of promissory notes from our main investors during the year 2021, and €1,100 of promissory notes from our main investors and €158 of borrowings on a Swiss Federal credit line in relation with the ~~Covid-19.~~Covid-19 during the year 2020.

Salaries and related payroll costs represent gross salaries for two executives, our CSO of Mymetics BV and seven employees. Under Executive Employment Agreements with our CEO and two CSOs, we pay our executive officers a combined amount of €65 per month.

Our Swiss subsidiary, Mymetics S.A., has, besides the CEO and CSO, two additional employees on its payroll: Director of Finance and Head of Manufacturing and Quality. Mymetics BV has, besides the full time Chief Scientific Officer, two full-time technicians and one part-time assistant.

We intend to continue to incur additional expenditures during the next nine months for additional research and development of our HIV, Covid-19 vaccines and immunotherapy projects, which we will try to seek through collaborations with pharmaceutical companies or with not-for-profit organizations. These expenditures will relate to the continued research and testing of these prototype vaccines and are included in the monthly cash outflow described above.

In the past, we have financed our research and development activities primarily through debt and equity financings from various parties and through license and collaboration agreements and grant agreements.

We anticipate that our normal operations will require approximately ~~€3,300~~€1,000 additional funding as of December 31, 2021. We will seek to raise the additional capital from equity or debt financings, and grants through donors and potential partnerships with major international pharmaceutical and biotechnology firms. However, there can be no assurance that it will be able to raise additional capital on satisfactory terms, or at all, to finance its operations on the longer term. In the event that we are not able to obtain such additional capital, we will be required to further restrict or even cease our operations.

Monthly fixed and recurring expenses for “Property leases” of €13 represent the monthly lease and maintenance payments to unaffiliated third parties for our offices, of which €4 is related to our executive office located at Route de la Corniche 4, 1066 Epalinges in Switzerland (100 square meters), and €9 related to Bestewil Holding B.V. and its subsidiary Mymetics B.V operating from a similar biotechnology campus near Leiden in the Netherlands, where they occupy 204 square meters.

Included in professional fees are legal fees paid to outside corporate counsel and audit and review fees paid to our independent accountants, and fees paid for investor relations.

Cumulative interest expense of ~~€29,798~~€30,524 has been accrued on all of the Company’s outstanding notes and advances (see detailed table in Note 2 to the financial statements).

During the ~~six-month~~nine-month period ending ~~June~~September 30, 2021, our principal source of funds has been promissory notes received ~~in a prior quarter~~ from our two main investors and the revenue generated through the NIH grant / HIV project.

We have filed or are in the process of filing several new grant applications with U.S. and European institutions in relation to our virosome based vaccines.

We anticipate using our current funds and those we receive in the future both to meet our working capital needs and for funding the ongoing vaccines pre-clinical research costs for new virosome vaccine.

Management anticipates that our existing capital resources will be sufficient to fund our cash requirements through the next ~~five~~four months. We have cash presently on hand in conjunction with the collection of receivables, based upon our current levels of expenditures and anticipated needs during this period. For 2021, we will need additional funding through future collaborative arrangements, licensing arrangements, and debt and equity financings under Regulation D and Regulation S under the Securities Act of 1933. We do not know whether additional financing will be available on commercially acceptable terms when needed. These conditions raise substantial doubt about our ability to continue as a going concern.

If management cannot raise funds on acceptable terms when needed, we may not be able to successfully commercialize our technologies, take advantage of future opportunities, or respond to unanticipated requirements. If unable to secure such additional financing when needed, we will have to curtail or suspend all or a portion of our business activities and could be required to cease operations entirely. Further, if new equity securities are issued, our shareholders may experience severe dilution of their ownership percentage.

The extent and timing of our future capital requirements will depend primarily upon the rate of our progress in the research and development of our technologies, our ability to enter into a partnership agreement with a major pharmaceutical company, and the results of our present projects and future clinical trials.

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.

Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer the Company conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a−15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer (currently the same person to allow timely decisions regarding required disclosure) concluded as of ~~June~~September 30, 2021, that the Company’s disclosure controls and procedures were not effective because of the material weakness described below.

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting includes policies and procedures designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of ~~June~~September 30, 2021, based on the criteria established in Internal Control -- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our management, with the participation and supervision of our Chief Executive Officer / 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 not effective due to a material weakness related to insufficient review of financial information, which caused the errors discovered in the Edgarized version of the September 30, 2020 Form 10-Q. These errors included:

Management is implementing remedial actions to ensure that the material weakness is remediated such that the existing controls will operate effectively. The remedial actions we are taking, and expect to take, to improve the effectiveness of our controls include (i) developing a disclosure checklist to ensure all relevant and required GAAP disclosures and properly included in the financial statements, and (ii) adding check totals and a financial statement review process to include a detailed, line-by-line, review of the numbers prior to issuance.

Although the material weaknesses noted above continued to exist as of ~~June~~September 30, 2021, management believes that when fully implemented and operational, these measures will appropriately remediate the material weaknesses and strengthen our internal control over financial reporting. Aside from these measures, there have no other changes in our internal control over financial reporting during the ~~six~~nine months ended ~~June~~September 30, 2021 that our certifying officers concluded materially affected or are reasonably likely to materially affect our internal control over financial reporting. No changes of internal control over financial reporting were made in the ~~six~~nine months ended ~~June~~September 30, 2021.

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

Neither we, nor our wholly owned subsidiaries, Mymetics S.A. and Bestewil Holding B.V., nor its subsidiary Mymetics B.V., are presently involved in any litigation incident to our business.

~~EXHIBIT NUMBER DESCRIPTION~~
EXHIBIT
NUMBER

DESCRIPTION
31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief

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
~~16.1~~
~~Changes in Registrant’s Certifying Accountant~~

101.INS

Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

22

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.

MYMETICS CORPORATION

Dated: ~~August 16,~~November 12, 2021
By:
/s/ Ronald Kempers

Chief Executive Officer / Chief Financial Officer

22
23

	Level 1-	Quoted prices in active markets for identical assets or liabilities.
	Level 2-	Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	Level 3-	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

(1)	Private investment company of Dr. Thomas Staehelin, member of the Board of Directors and of the Audit Committee of the Company. Face value is stated in U.S. dollars at $190.

(2)	This maturity date is automatically prolonged for periods of three months, unless called for repayment.

(3)	Renamed Hyposwiss Private Bank Genève S.A. and acting on behalf of Round Enterprises Ltd. which is a major shareholder.

(4)	The loan is secured against 2/3rds of the IP assets of Bestewil Holding BV and against all property of the Company.

(5)	The face values of the loans are stated in U.S. dollars at $1,200 and $300, respectively.


(6)	This maturity date is automatically prolonged for periods of three months, unless called for repayment. The conversion price per share is determined by the lower of (i) reducing by 10% the price per share of the Company’s common stock paid by the investors in connection with an investment in the Company of not less than US$20,000, or (ii) at the fixed conversion price using a fixed exchange rate which are noted in the table above. The convertible note holder has the right to convert at any time prior to the maturity date, at the convertible note holder’s option, prior to the repayment of the outstanding balance under the note by the Company, to convert the unpaid outstanding principal balance and accrued interest, in whole or in part, into common stock at the fixed conversion price as stated in the contract.

(7)	On March 1, 2017, Round Enterprises Ltd. and Eardley Holding AG each provided two promissory Notes for a total of €1,840 and €460, respectively, with a 2.5% interest per annum and a maturity date of March 1, 2018. The first 50% of the promissory Notes of €920 and €230, respectively, were provided immediately. The second 50% of the promissory notes of €920 and €230, respectively, were provided on October 18, 2017, with a 2.5% interest per annum and a maturity date of October 18, 2018. Both Round Enterprises Ltd. And Eardley Holding AG have agreed to amend the maturity date of these promissory notes to follow the same terms of the other convertible loans. Therefore, the maturity date of the promissory notes is amended to be the later of (i) June 30, 2018, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes. The amendments were accounted for as modifications in the consolidated financial statements.

(8)	On June 1, 2018, Round Enterprises Ltd. and Eardley Holding AG each provided two promissory Notes for a total of €1,280 and €320 in two tranches, respectively, with a 2.5% interest per annum. The first tranche of the promissory Notes of €640 and €160, respectively, were provided immediately. The second tranche of the promissory notes of €640 and €160, respectively, were provided on November 10, 2018, with a 2.5% interest per annum. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) June 30, 2019, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes.

(9)	On June 15, 2019, Round Enterprises Ltd. and Eardley Holding AG each provided promissory Notes for a total of €600 with a 2.5% interest per annum. The promissory Notes of €480 and €120, respectively, were provided immediately. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) December 31, 2020, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes.

(10)	On December 20, 2019, Round Enterprises Ltd. and Eardley Holding AG each provided promissory Notes for a total of €600 with a 2.5% interest per annum. The promissory Notes of €480 and €120, respectively, were provided immediately. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) June 30, 2020, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes.

(11)	On June 15, 2020, Round Enterprises Ltd. and Eardley Holding AG each provided promissory Notes for a total of €1,100 with a 2.5% interest per annum. The promissory Notes of €880 and €220, respectively, were provided immediately. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) September 30, 2020, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes.

(12)	On December 15, 2020, Round Enterprises Ltd. and Eardley Holding AG each provided promissory Notes for a total of €850 with a 2.5% interest per annum. The promissory Notes of €680 and €170, respectively, were provided immediately. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) March 31, 2021, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes.

(13)	On August 15, 2021, Round Enterprises Ltd. and Eardley Holding AG each provided promissory Notes for a total of €1,200 with a 2.5% interest per annum. The promissory Notes of €980 and €240, respectively, were provided immediately. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) December 31, 2020, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes.

	-·	the “Non-convertible notes payable and related accrued interest to related parties” description and the amount as of September 30, 2020 of $6,512 from our balance.

	- ·	the “Consolidated Statements of Changes in ~~Shareholders'~~Shareholders’ Deficit” title and sums of the “Accumulated Other Comprehensive Income” and “TOTAL” columns as of September 30, 2020 from our balance.

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended ~~June~~September 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from __________ to _________

~~Large-accelerated~~Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

	o	Research and development expenses ~~increased~~decreased to ~~€308~~€190 in the current period from ~~€252 (22.2%~~€215 (-11.6%) in the comparative period of 2020, mainly due to subcontracting services in relation with the NIH grant / HIV ~~project and €32 paid during the three-month period ending June 2021 in relation with the COVID~~ project.

	o	General and administrative expenses ~~decreased~~increased to ~~€277~~€260 in the three months ended ~~June~~September 30, 2021 from ~~€296 (-6.4%~~€254 (2.4%) in the comparative period of ~~2020, mainly due to the 2019 preliminary annual audit work incurred remotely during the year due to the pandemic situation.~~2020.

	o	Research and development expenses decreased to ~~€562~~€752 in the current period from ~~€574 (-2.1%~~€789 (-4.7%) in the comparative period of 2020, mainly due to subcontracting services in relation with the NIH grant / HIV project and €32 paid during the ~~three-month~~nine-month period ending ~~June 2021~~September 2020 in relation with the COVID project.

	o	General and administrative expenses decreased to ~~€568~~€828 in the ~~six~~nine months ended ~~June~~September 30, 2021 from ~~€621 (-8.5%~~€875 (-5.4%) in the comparative period of 2020, mainly due to the 2019 preliminary annual audit work incurred ~~remotely~~ during the ~~year due to the pandemic situation.~~nine-month period ended September 2020.