Document and Entity Information
Document and Entity Information - CHF (SFr) | 12 Months Ended | |
Dec. 31, 2016 | Mar. 30, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MYMETICS CORP | |
Entity Central Index Key | 927,761 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | SFr 3,785,489 | |
Entity Common Stock, Shares Outstanding | 303,757,622 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | FY | |
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS € in Thousands, SFr in Thousands | Dec. 31, 2016CHF (SFr) | Dec. 31, 2015CHF (SFr) |
Current Assets | ||
Cash | SFr 1,391 | SFr 2,381 |
Receivables | 170 | 218 |
Prepaid expenses | 41 | 66 |
Total current assets | 1,602 | 2,665 |
Property and equipment, net of accumulated depreciation of E418 and E374 at December 31, 2016 and 2015, respectively | 67 | 106 |
In-process research and development | 0 | 2,266 |
Goodwill | 6,671 | 6,671 |
Total assets | 8,340 | 11,708 |
Current Liabilities | ||
Accounts payable | 120 | 332 |
Deferred revenue from grants | 1,165 | 1,098 |
Convertible notes payable to related parties | 45,834 | 43,170 |
Total current liabilities | 47,119 | 44,600 |
Shareholders' Equity (Deficit) | ||
Common stock, U.S. $.01 par value; 1,000,000,000 shares authorized at December 31, 2016 and 2015; issued 303,757,622 at December 31, 2016 and and 2015 | 2,530 | 2,530 |
Preferred stock, U.S. $.01 par value; 5,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 34,392 | 34,315 |
Accumulated deficit | (76,391) | (70,427) |
Accumulated other comprehensive income | 690 | 690 |
Total shareholders' equity (deficit) | (38,779) | (32,892) |
Total liabilities and shareholders' equity (deficit) | SFr 8,340 | SFr 11,708 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) SFr in Thousands | Dec. 31, 2016€ / shares | Dec. 31, 2016CHF (SFr)shares | Dec. 31, 2015€ / shares | Dec. 31, 2015CHF (SFr)shares |
ASSETS | ||||
Property and equipment, accumulated depreciation | SFr | SFr 418 | SFr 374 | ||
Shareholders' Equity (Deficit) | ||||
Common stock, par value (in dollars per share) | € / shares | € 0.01 | € 0.01 | ||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | ||
Common stock, shares issued (in shares) | 303,757,622 | 303,757,622 | ||
Preferred stock, par value (in dollars per share) | € / shares | € 0.01 | € 0.01 | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS SFr in Thousands | 12 Months Ended | |||
Dec. 31, 2016€ / shares | Dec. 31, 2016CHF (SFr) | Dec. 31, 2015€ / shares | Dec. 31, 2015CHF (SFr) | |
Revenue | ||||
Research and development services | SFr 379 | SFr 2,043 | ||
Grants | 874 | 1,108 | ||
Total revenue | 1,253 | 3,151 | ||
Expenses | ||||
Research and development | 1,001 | 1,727 | ||
General and administrative | 1,234 | 1,542 | ||
Bank fee | 2 | 3 | ||
Depreciation | 42 | 43 | ||
Impairment of in-process research and development | 2,266 | 0 | ||
Directors' fees | 20 | 20 | ||
Other | 95 | 209 | ||
Total expenses | 4,660 | 3,544 | ||
Operating Loss | (3,407) | (393) | ||
Interest revenue | (3) | (3) | ||
Interest expense | 2,571 | 2,571 | ||
Loss before income tax (provision) benefit | (5,975) | (2,961) | ||
Income tax (provision) benefit | 11 | (45) | ||
Net loss | (5,964) | (3,006) | ||
Other comprehensive income (loss) Foreign currency translation adjustment | 0 | 57 | ||
Comprehensive loss | SFr (5,964) | SFr (2,949) | ||
Basic and diluted loss per share | € / shares | € (0.02) | € (0.01) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) € in Thousands, SFr in Thousands | Common StockEUR (€)shares | Additional Paid-In CapitalEUR (€) | Accumulated DeficitEUR (€) | Accumulated Other Comprehensive Income / LossEUR (€) | EUR (€) | CHF (SFr) |
Balance at Dec. 31, 2014 | € 2,530 | € 34,169 | € (67,421) | € 633 | € (30,089) | |
Balance (in shares) at Dec. 31, 2014 | shares | 303,757,622 | |||||
Stock compensation expense - options | 146 | 146 | ||||
Net loss for the year | (3,006) | SFr (3,006) | ||||
Translation adjustment | 57 | 57 | ||||
Balance at Dec. 31, 2015 | € 2,530 | 34,315 | (70,427) | 690 | (32,892) | |
Balance (in shares) at Dec. 31, 2015 | shares | 303,757,622 | |||||
Stock compensation expense - options | 77 | € 77 | ||||
Net loss for the year | (5,964) | (5,964) | ||||
Balance at Dec. 31, 2016 | € 2,530 | € 34,392 | € (76,391) | € 690 | SFr (38,779) | |
Balance (in shares) at Dec. 31, 2016 | shares | 303,757,622 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS € in Thousands, SFr in Thousands | 12 Months Ended | |
Dec. 31, 2016CHF (SFr) | Dec. 31, 2015CHF (SFr) | |
Cash Flow from Operating Activities | ||
Net loss | SFr (5,964) | SFr (3,006) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Impairment of in-process research and development | 2,266 | 0 |
Depreciation | 42 | 43 |
Stock compensation expense - options | 77 | 146 |
Changes in operating assets and liabilities | ||
Receivables | 48 | 60 |
Accrued interests on notes payable | 2,664 | 2,796 |
Deferred revenue from grants | 67 | 1,098 |
Accounts payable | (212) | (393) |
Other | 25 | (14) |
Net cash provided by (used in) operating activities | (987) | 730 |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (3) | (20) |
Net cash used in investing activities | (3) | (20) |
Cash Flows from Financing Activities | ||
Decrease in notes payable and other short-term advances | 0 | |
Net cash used in financing activities | 0 | |
Effect on foreign exchange rate on cash | 0 | 57 |
Net increase in cash | (990) | 767 |
Cash, beginning of period | 2,381 | |
Cash, end of period | 1,391 | 2,381 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash Paid for Interest | SFr 0 | 76 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Issuance of 5,338,809 shares of common stock to settle acquisition-related contingent consideration | SFr 0 |
1. The Company and Summary of S
1. The Company and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. The Company and Summary of Significant Accounting Policies | Basis of Presentation and Going Concern The amounts in the notes are stated in Euros, unless otherwise noted, and rounded to the nearest thousand except for share and per share amounts. Mymetics Corporation (the "Company" or "Mymetics") 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 the following vaccines in its pipeline; (i) Herpes Simplex which is at the pre-clinical stage and currently on hold, (ii) influenza for elderly which has finished a clinical trial Phase I, (iii) Respiratory Syncytial Virus (RSV) which is at the pre-clinical stage and currently on hold and (iv) Chikungunya virus at the discovery stage. As of December 31, 2016, the Company is in the pre-clinical testing of some of its vaccine candidates and a commercially viable product is not expected for several more years. However, the Company generated some revenue through the licensing of its RSV vaccine, a small research project with Sanofi for influenza vaccines and from collaboration and grant agreements for R&D services. Management believes that the Company’s research and development activities will result in valuable intellectual property that can generate significant revenues in the future such as by licensing. Vaccines are one of the fastest growing markets in the pharmaceutical industry. 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 E76,391 at December 31, 2016. Further, the Company’s current liabilities exceed its current assets by E45,517 as of December 31, 2016, 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. Critical Accounting Policies and Management Estimates The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Certain of the estimates and assumptions required to be made relate to matters that are inherently uncertain as they pertain to future events. While management believes that the estimates and assumptions used were the most appropriate, actual results could differ significantly from those estimates under different assumptions and conditions. The following is a description of those accounting policies believed by management to require subjective and complex judgments which could potentially affect reported results. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated. Foreign Currency Translation The Company translates non-Euro assets and liabilities of its subsidiaries at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the year. Unrealized gains or losses from these translations are reported as a separate component of comprehensive income (loss). Foreign currency transaction gains or losses are included in general and administrative expenses in the consolidated statements of operations. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. The Company's reporting currency is the Euro because substantially all of the Company's activities are conducted in Europe. Cash We 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. Revenue Recognition Exclusive Licenses The deliverables under an exclusive license agreement generally include the exclusive license to the Company’s technology, and may also include deliverables related to research activities to be performed on behalf of the collaborative collaborator and the manufacture of preclinical or clinical materials for the collaborative collaborator. Generally, exclusive license agreements contain non-refundable terms for payments and, depending on the terms of the agreement, provide that the Company will (i) provide research services which are reimbursed at a contractually determined rate which includes margin for the Company, (ii) participate in a joint steering committee to monitor the progress of the research and development which will be reimbursed at a contractually determined rate which includes margin for the Company, (iii) earn payments upon the achievement of certain milestones and (iv) earn royalty payments at the time of commercialization until the later of expiration of the last to expire valid patent rights expire or 10 years after the first commercial sale. The Company may provide technical assistance and share any technology improvements with its collaborators during the term of the collaboration agreements. The Company does not directly control when any collaborator will request research or manufacturing services, achieve milestones or become liable for royalty payments. As a result, the Company cannot predict when it will recognize revenues in connection with any of the foregoing. The Company follows the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 605-25, "Revenue Recognition—Multiple-Element Arrangements," and ASC Topic 605-28, "Revenue Recognition—Milestone Method," in accounting for these agreements. In order to account for these agreements, the Company must identify the deliverables included within the agreement and evaluate which deliverables represent separate units of accounting based on if certain criteria are met, including whether the delivered element has stand-alone value to the collaborator. The consideration received is allocated among the separate units of accounting, and the applicable revenue recognition criteria are applied to each of the separate units. Factors considered in this determination include the research and manufacturing capabilities of the collaborator and the availability of technology research expertise in the general marketplace. RSV Corporation In December 2013, the Company entered into an agreement with RSV Corporation. The agreement provides RSV Corporation with an exclusive license to the Company’s RSV technology in order to develop and commercialize respiratory syncytial virus virosome vaccines. The Company received a US$5 million upfront payment in connection with the execution of the agreement and the Company is entitled to receive milestone payments potentially totaling US$77 million plus royalties on product sales, if any. The Company also is entitled to receive payments for research and development activities performed on behalf of RSV Corporation. RSV Corporation is responsible for the development, manufacturing, and marketing of any products resulting from this agreement. In accordance with ASC 605-25, the Company identified all of the deliverables at the inception of the agreement. The significant deliverables were determined to be the RSV technology license and the research and development services including participation on the Joint Collaboration and Steering Committee (JCSC). The Company has determined that the RSV technology license does have standalone value from the research services. As a result, the research services are considered a separate unit of accounting. The estimated selling prices for these units of accounting were determined based on market conditions and entity-specific factors such as the terms of the collaborators’ previous collaborative agreements, recent preclinical and clinical testing results of therapeutic products that use the Company’s RSV technology, the Company’s pricing practices and pricing objectives, and the nature of the research services to be performed for RSV Corporation and market rates for similar services. The arrangement consideration was allocated to the deliverables based on the relative selling price method. The Company recognized license revenue when the exclusive license was delivered pursuant to the terms of the agreement which was upon execution of the agreement. The Company does not control when RSV Corporation will reach certain development and commercialization’s milestones related to the RSV technology. As a result, the Company cannot predict when or if it will recognize the related milestone and royalty revenue. The Company will recognize research services revenue as the related services are delivered. On January 25, 2016 Mymetics received notice from RSV Corporation (RSVC) that it will no longer pursue the development of a vaccine technology for Respiratory Syncytial Virus (RSV) in order to focus on other infectious therapies. The LCA which was signed on December 27, 2013, has formally been terminated as of July 25, 2016. Fixed price contracts and grants and research and collaboration agreements When the performance under a fixed price contract can be reasonably estimated, revenue for such a contract is recognized under the proportional performance method and earned in proportion to the contract costs incurred in performance of the work as compared to total estimated contract costs. Costs incurred under fixed price contracts represent a reasonable measurement of proportional performance of the work. Direct costs incurred under collaborative research and development agreements are recorded as research and development expenses. If the performance under a fixed price contract cannot be reasonably estimated, the Company recognizes the revenue on a straight-line basis over the contract term. TEXAS BIOMEDICAL RESEARCH INSTITUTE In September 2014, the Company entered into a material transfer agreement and fixed price contract with Texas Biomedical Research Institute. The agreement provides Texas Biomedical Research Institute the lead of a project which has been proposed to the Bill and Melinda Gates Foundation with the objective to confirm previous results obtained in non-human primates with these virosome based HIV vaccine candidates. The Company has tested these different formulations of virosome based HIV vaccine candidates in preclinical non-human primate studies and in Phase I clinical settings. The Company produced and transferred to Texas Biomedical Research Institute the original material using the Company’s background IP. The Company recognizes revenue under the proportional performance method. PATH-MVI In November 2014, the Company signed an agreement with PATH Malaria Vaccine Initiative (MVI) and the Laboratory of Malaria Immunology and Vaccinology (LMIV) of the National Institute of Allergy and Infectious Diseases (NIAID), where Mymetics will develop and produce virosome based vaccine formulations for a malaria transmission-blocking vaccine candidate which will be based on two antigens provided by LMIV. The vaccine formulations will then be tested in animal models. PATH MVI will fund all activities under this project, which started in January 2015. The Company will recognize revenue under the proportional performance method. HORIZON 2020 In April 2015, the Company was selected to receive project grants with a total of E8.4 million. A total of E5.3 million is funded as part of Horizon 2020, the European Union research and innovation framework program and up to E3.1 million of funding will be provided by the Swiss State Secretariat for Education, Research and Innovation (SERI) for the Swiss based consortium partners. The grant funds the evaluation, development and manufacturing scale-up of thermo-stable and cold-chain independent nano-pharmaceutical virosome-based vaccine candidates. Of the total amount, E3.4 million is directly attributable to Mymetics activities, with the remaining balance going to the consortium partners. The project duration is 42 months and started on May 4, 2015. In May 2015, the Company received a pre-payment from the two granting organizations for a total value of E1.5 million. In December 2016, the Company received a second tranche of E917 thousand from the EU which will be used to finance the next reporting covering the period of November 2016 to October 2017. Afterwards another tranche of funding from the EU will be received which cannot exceed 90% of the agreed budget, overall the payments received. The pre-payment has been recorded as a current liability and revenue has been recognized as services are delivered. SANOFI PASTEUR BIOLOGICS On December 1, 2016, Mymetics Corporation entered into a material definitive Research Agreement with Sanofi Pasteur Biologics, LLC, the vaccine division of Sanofi (SNY). The project will investigate the immunogenicity of influenza vaccines based on Mymetics’ proprietary virosome technology platform in pre-clinical settings. If this project is successful it could result in a further and more extensive collaboration between the two companies. The project duration is 6 to 12 months and started in January 2017. The first installement will be received in March 2017 and the remaining balance when the Materials are delivered to Sanofi Pasteur. Receivables 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 December 31, 2016 or 2015. The Company charges 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 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. In-Process Research and Development In-Process research and development (referred to as IPR&D) represents the estimated fair value assigned to research and development projects acquired in a purchased business combination that have not been completed at the date of acquisition and which have no alternative future use. IPR&D assets acquired in a business combination are capitalized as indefinite-lived intangible assets. These assets remain indefinite-lived until the completion or abandonment of the associated research and development efforts. During the period prior to completion or abandonment, those acquired indefinite-lived assets are not amortized but are tested for impairment annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired. During the fourth quarter of 2016, the Company decided to place the RSV development program on indefinite hold. As a result, an impairment loss related to IPR&D recorded for this program of E2,266 was recorded. Impairment of Long Lived Assets 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 Goodwill, which represents the excess of purchase price over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value based test. Goodwill is assessed for impairment on an annual basis 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 must determine if further testing was necessary. If further testing was necessary, the Company would have performed a two-step impairment test for goodwill. The first step requires the Company to determine the fair value of each reporting unit. To the extent a reporting unit’s carrying amount exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired and the Company must perform a second more detailed impairment assessment. The second impairment assessment involves allocating the reporting unit’s fair value to all of its recognized and unrecognized assets and liabilities in order to determine the implied fair value of the reporting unit’s goodwill as of the assessment date. The implied fair value of the reporting unit’s goodwill is then compared to the carrying amount of goodwill to quantify an impairment charge as of the assessment date. The Company has conducted its impairment testing as of April 1, of 2016 and 2015 of its goodwill recognized in connection to the acquisition of Bestewil. In conclusion of this impairment testing, the carrying amount of the reporting unit was lower than the estimated fair value of the reporting unit. As the fair value of the reporting unit is higher than the carrying amount, Step 2 of the goodwill impairment test did not need to be completed. As of December 31, 2016, management believes there are no indications of impairment. Research and Development Research and development costs are expensed as incurred. Taxes on Income The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax laws or rates. 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 December 31, 2016 or 2015. The Company’s United States tax returns are open to audit for the years ended December 31, 2013 to 2016. The returns for the Swiss subsidiary, Mymetics S.A., are open to audit for the years ended December 31, 2010 to 2016. The returns for the Netherlands subsidiaries, Bestewil B.V. and Mymetics B.V., are open to audit for the year ended December 31, 2016. Earnings per Share 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 common period. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. For the year ended December 31, 2016, options and convertible debt were not included in the computation of diluted earnings per share under the treasury stock method because their effect would be anti-dilutive due to the net loss. For the year ended December 31, 2015, the weighted average number of shares was 303,757,622. For the same period, the total potential number of shares issuable of 550,464,410 includes 520,884,410 potential issuable shares related to convertible loans and 29,580,000 potential issuable shares related to outstanding not expired options granted to employees. For the year ended December 31, 2016, the weighted average number of shares was 303,757,622. For the same period, the total potential number of shares issuable of 586,584,087 includes 557,484,087 potential issuable shares related to convertible loans and 29,100,000 potential issuable shares related to outstanding not expired options granted to employees. Preferred Stock The Company has authorized 5,000,000 shares of preferred stock. No shares are issued or outstanding at December 31, 2016 or 2015. The preferred stock is issuable in several series with varying dividend, conversion and voting rights. The specific series and rights will be determined upon any issuance of preferred stock. Stock-Based Compensation Compensation cost for all share-based payments is based on the estimated grant-date fair value. The Company amortizes stock compensation cost ratably over the requisite service period. The issuance of common shares for services is recorded at the quoted price of the shares on the date the services are rendered. Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value Measurements Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: 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. Fair Values of Financial Instruments 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 the unique nature of these instruments. Concentrations In 2016 and 2015, the Company derived 30% and 62% of revenue from its relationship with one collaborative partner respectively. Furthermore, that same collaborative partner accounted for 0% and 68% of the receivables balance at December 31, 2016 and December 31, 2015, respectively. Recently Issued Accounting Standards In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU-2016-09). The updated guidance simplifies and changes how companies account for certain aspects of share-based payment awards to employees, including accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of certain items in the statement of cash flows. Adoption of ASU 2016-09 is required for fiscal reporting periods beginning after December 15, 2016, including interim reporting periods within those fiscal years with early adoption being permitted. The Company is currently evaluating the potential impact of the pending adoption of ASU 2016-09 on its consolidated financial statements. In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15), which provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 will be effective for the year ended December 31, 2017, with early adoption permitted. The Company is currently evaluating the impact of its pending adoption of ASU 2014-15 on its consolidated financial statements. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the fiscal and interim reporting periods beginning after December 15, 2017 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. Management is currently evaluating the impact of the Company's pending adoption of ASU 2014-09 on its consolidated financial statements. |
2. Transactions with Affliliate
2. Transactions with Affliliates | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
2. Transactions with Affliliates | Mr. Ernest M. Stern, the Company’s outside U.S. counsel, is both a director of the Company and was a partner in Akerman LLP, the firm retained in 2016 and 2015 as legal counsel by the Company. Fees paid to the law firm in the years ended December 31, 2016 and 2015, amounted to E63 and E30, respectively. Mr. Stern resigned from the firm Akerman LLP and became a partner in the law firm of Culhane Meadows PLLC as of March 1, 2017. Culhane Meadows PLLC is the Company’s legal councel effective March 1, 2017. Two of the Company’s major shareholders have granted secured convertible notes and short term convertible notes, which have a total carrying amount of E45,486, including interest due to date. Conversion prices on the Euro-denominated convertible debt have been fixed to a fixed Euro/US dollar exchange rate. The details of these notes and other loans are as follows at December 31, 2016: Fixed Conversion Rate Lender 1st-Issue Principal Duration Interest Price EUR/USD Price Date Amount (Note) Rate (US$ stated) Conversion Eardley Holding A.G. (1) 06/23/2006 E 181 (2 ) 10% pa $ 0.10 N/A Anglo Irish Bank S.A.(3) 10/01/2007 E 500 (2 ) 10% pa $ 0.50 1.4090 Round Enterprises Ltd. 12/10/2007 E 1,500 (2 ) 10% pa $ 0.50 1.4429 Round Enterprises Ltd. 01/22/2008 E 1,500 (2 ) 10% pa $ 0.50 1.4629 Round Enterprises Ltd. 04/25/2008 E 2,000 (2 ) 10% pa $ 0.50 1.5889 Round Enterprises Ltd. 06/30/2008 E 1,500 (2 ) 10% pa $ 0.50 1.5380 Round Enterprises Ltd. 11/17/2008 E 1,200 (2 ) 10% pa $ 0.50 1.2650 Round Enterprises Ltd. 02/06/2009 E 1,500 (2 ) 10% pa $ 0.50 1.2940 Round Enterprises Ltd. 06/15/2009 E 5,500 (2,4 ) 10% pa $ 0.80 1.4045 Eardley Holding A.G. 06/15/2009 E 100 (2,4 ) 10% pa $ 0.80 1.4300 Von Meyenburg 08/03/2009 E 200 (2 ) 10% pa $ 0.80 1.4400 Round Enterprises Ltd. 10/13/2009 E 2,000 (2 ) 5% pa $ 0.25 1.4854 Round Enterprises Ltd. 12/18/2009 E 2,200 (2 ) 5% pa $ 0.25 1.4338 Round Enterprises Ltd. 08/04/2011 E 1,141 (5,6 ) 10% pa $ 0.034 N/A Eardley Holding A.G. 08/04/2011 E 285 (5,6 ) 10% pa $ 0.034 N/A Round Enterprises Ltd. 11/08/2011 E 400 (6 ) 10% pa $ 0.034 1.3787 Eardley Holding A.G. 11/08/2011 E 100 (6 ) 10% pa $ 0.034 1.3787 Round Enterprises Ltd. 02/10/2012 E 1,000 (6 ) 10% pa $ 0.034 1.3260 Eardley Holding A.G. 02/14/2012 E 200 (6 ) 10% pa $ 0.034 1.3260 Round Enterprises Ltd. 04/19/2012 E 321 (6 ) 10% pa $ 0.034 1.3100 Eardley Holding A.G. 04/19/2012 E 81 (6 ) 10% pa $ 0.034 1.3100 Round Enterprises Ltd. 05/04/2012 E 480 (6 ) 10% pa $ 0.034 1.3152 Eardley Holding A.G. 05/04/2012 E 120 (6 ) 10% pa $ 0.034 1.3152 Round Enterprises Ltd. 09/03/2012 E 200 (6 ) 10% pa $ 0.034 1.2576 Eardley Holding A.G. 09/03/2012 E 50 (6 ) 10% pa $ 0.034 1.2576 Round Enterprises Ltd. 11/04/2012 E 500 (6 ) 10% pa $ 0.034 1.2718 Eardley Holding A.G. 12/06/2012 E 125 (6 ) 10% pa $ 0.034 1.3070 Round Enterprises Ltd. 01/16/2013 E 240 (6 ) 10% pa $ 0.034 1.3318 Eardley Holding A.G. 01/16/2013 E 60 (6 ) 10% pa $ 0.034 1.3318 Round Enterprises Ltd. 03/25/2013 E 400 (6 ) 10% pa $ 0.037 1.2915 Eardley Holding A.G. 04/14/2013 E 150 (6 ) 10% pa $ 0.034 1.3056 Round Enterprises Ltd. 04/14/2013 E 600 (6 ) 10% pa $ 0.034 1.3056 Eardley Holding A.G. 05/15/2013 E 170 (6 ) 10% pa $ 0.037 1.2938 Round Enterprises Ltd. 05/15/2013 E 680 (6 ) 10% pa $ 0.037 1.2938 Eardley Holding A.G. 06/24/2013 E 60 (6 ) 10% pa $ 0.025 1.3340 Round Enterprises Ltd. 06/24/2013 E 240 (6 ) 10% pa $ 0.025 1.3340 Eardley Holding A.G. 08/05/2013 E 80 (6 ) 10% pa $ 0.018 1.3283 Round Enterprises Ltd. 08/05/2013 E 320 (6 ) 10% pa $ 0.018 1.3283 Total Short Term Principal Amounts E 27,884 Accrued Interest E 17,950 TOTAL LOANS AND NOTES E 45,834 (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 Geneve 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 stated conversion price using a fixed exchange rate which are noted in the table above. |
3. Income Taxes
3. Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
3. Income Taxes | The reconciliation of income tax on loss computed at the federal statutory rates to income tax expense is as follows: 2016 2015 U.S. Federal statutory rates on net loss before income taxes E (2,032 ) E (1,004 ) Effect of foreign statutory rate differences 61 (52 ) Effect of exchange rate changes (1,018 ) (4,234 ) Expiration/disallowance of net operating loss carry forwards -- 184 Permanent differences 76 (5 ) Change in valuation allowance 2,902 5,156 Income tax provision (benefit) E (11 ) E 45 Deferred tax asset is composed of the following: 2016 2015 Licenses capitalized for United States tax purposes E 799 E 904 IPR&D basis difference -- (770 ) Stock options 255 181 Foreign tax credit carry over 243 243 Net operating loss carry forwards United States 25,841 23,857 Switzerland 896 900 The Netherlands 183 -- Luxembourg -- -- 28,217 25,315 Less valuation allowance for deferred tax asset (28,217 ) (25,315 ) Net deferred tax asset E -- E -- The Company's provision for income taxes was derived from U.S., Swiss, and Netherlands operations. At December 31, 2016, the Company had estimated net operating loss carry forwards which expire as follows: United States Switzerland 2017 -- 1,449 2018 747 537 2019 364 499 2020 537 19 2021-2035 74,357 -- Perpetual -- -- E 76,005 E 2,504 |
4. Stock Options
4. Stock Options | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
4. Stock Options | 2001 Qualified Incentive Stock Option Plan: The Company's board of directors approved a Stock Option Plan on June 15, 2001, which provides for the issuance of up to 5,000,000 shares of the Company's common stock to employees and non-employee directors. 2009 Qualified Incentive Stock Option Plan: During 2010, the Board of Directors of Mymetics awarded 4,350,000 incentive stock options to the employees and officers of the Company. 2013 Qualified Incentive Stock Option Plan: For the year ended December 31 2013, the Board of Directors of Mymetics approved 30,000,000 incentive stock options to the employees and officers of the Company. The Company recognized compensation expense related to the issued option grants of E77 and E146 for the years ended December 31, 2016 and 2015, respectively. These amounts were recognized as research and development expense and general and administrative expense based on the specific recipient of the award for the years ended December 31, 2016 and 2015. As of December 31, 2016, a total of 9,130,000 shares of common stock with unrecognized compensation cost of E51 are unvested. The cost is expected to be recognized ratably through August 2019. A summary of activity related to stock options under the 2001, 2009 and 2013 Stock Option Plans is represented below: Number of Shares Exercise Price Range Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2014 20,850,000 $ 0.02 to 3.50 $ 0.040 Granted 8,850,000 0.023 0.023 Exercised -- -- -- Expired/forfeited (120,000 ) 0.023 0.023 Outstanding, December 31, 2015 29,580,000 $ 0.02 to $0.19 $ 0.0362 Granted -- -- -- Exercised -- -- -- Expired/forfeited (480,000 ) 0.023 0.023 Outstanding, December 31, 2016 29,100,000 $ 0.02 to $0.19 $ 0.0364 6.80 $ 8,725 Exercisable, December 31, 2016 19,970,000 $ 0.02 to $0.19 $ 0.0432 6.44 $ 6,575 The aggregate intrinsic value of the stock options fluctuates in relation to the market price of the Company’s common stock. Outstanding and exercisable options by price range as of December 31, 2016, were as follows: Outstanding options Exercisable Options Weighted Weighted Weighted Average Average Average Range of Exercise Number Remaining Exercise Number Exercise Prices per Share Outstanding Life (Years) Price Exercisable Price $0.14 2,350,000 3.0 $ 0.140 2,350,000 $ 0.140 $0.19 1,000,000 3.5 $ 0.190 1,000,000 $ 0.190 $0.02 17,450,000 6.8 $ 0.020 13,150,000 $ 0.020 $0.023 8,300,000 8.3 $ 0.023 3,470,000 $ 0.023 $0.02 - $ 0.19 29,100,000 $ 0.0364 19,970,000 $ 0.0432 The fair value of the options at the grant date is determined under the Black Scholes option pricing model. During the year ended December 31, 2015, the following weighted-average assumptions were used: Estimated volatility 170.47 % Risk free interest rate 1.32 % Expected dividend rate — Expected life 6 years During the year 2016, no stock options were issued. As of December 31, 2016, the 2013 Stock Option Plan has 1,150,000 shares available for future grants of stock options. The Company will issue new shares upon the exercise of any options. |
5. Commitments and Contingencie
5. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
5. Commitments and Contingencies | Total rent expense per year was E162 for 2016 and E198 for 2015. The lease of the Company’s Lausanne, Switzerland facilities and the lease of the Company’s facilities in Leiden, the Netherlands, can be terminated in 2017. |
6. Subsequent Events
6. Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
6. Subsequent Events | On March 1, 2017, Round Enterprises Ltd. and Eardley Holding AG each provided two promissory Notes for a total of E1,840 and E460, respectively, with a 2.5% interest per annum and a maturity date of February 28, 2018. The first promissory Notes of E920 and E230, respectively, are provided immediately. The second promissory Notes of E920 and E230, respectively, shall be issued within six (6) months of the date of this. |
1. The Company and Summary of13
1. The Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | The amounts in the notes are stated in Euros, unless otherwise noted, and rounded to the nearest thousand except for share and per share amounts. Mymetics Corporation (the "Company" or "Mymetics") 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 the following vaccines in its pipeline; (i) Herpes Simplex which is at the pre-clinical stage and currently on hold, (ii) influenza for elderly which has finished a clinical trial Phase I, (iii) Respiratory Syncytial Virus (RSV) which is at the pre-clinical stage and currently on hold and (iv) Chikungunya virus at the discovery stage. As of December 31, 2016, the Company is in the pre-clinical testing of some of its vaccine candidates and a commercially viable product is not expected for several more years. However, the Company generated some revenue through the licensing of its RSV vaccine, a small research project with Sanofi for influenza vaccines and from collaboration and grant agreements for R&D services. Management believes that the Company’s research and development activities will result in valuable intellectual property that can generate significant revenues in the future such as by licensing. Vaccines are one of the fastest growing markets in the pharmaceutical industry. 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 E76,391 at December 31, 2016. Further, the Company’s current liabilities exceed its current assets by E45,517 as of December 31, 2016, 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. |
CRITICAL ACCOUNTING POLICIES AND MANAGEMENT ESTIMATES | The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Certain of the estimates and assumptions required to be made relate to matters that are inherently uncertain as they pertain to future events. While management believes that the estimates and assumptions used were the most appropriate, actual results could differ significantly from those estimates under different assumptions and conditions. The following is a description of those accounting policies believed by management to require subjective and complex judgments which could potentially affect reported results. |
PRINCIPLES OF CONSOLIDATION | The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated. |
FOREIGN CURRENCY TRANSLATION | The Company translates non-Euro assets and liabilities of its subsidiaries at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the year. Unrealized gains or losses from these translations are reported as a separate component of comprehensive income (loss). Foreign currency transaction gains or losses are included in general and administrative expenses in the consolidated statements of operations. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. The Company's reporting currency is the Euro because substantially all of the Company's activities are conducted in Europe. |
CASH | We 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. |
REVENUE RECOGNITION | Exclusive Licenses The deliverables under an exclusive license agreement generally include the exclusive license to the Company’s technology, and may also include deliverables related to research activities to be performed on behalf of the collaborative collaborator and the manufacture of preclinical or clinical materials for the collaborative collaborator. Generally, exclusive license agreements contain non-refundable terms for payments and, depending on the terms of the agreement, provide that the Company will (i) provide research services which are reimbursed at a contractually determined rate which includes margin for the Company, (ii) participate in a joint steering committee to monitor the progress of the research and development which will be reimbursed at a contractually determined rate which includes margin for the Company, (iii) earn payments upon the achievement of certain milestones and (iv) earn royalty payments at the time of commercialization until the later of expiration of the last to expire valid patent rights expire or 10 years after the first commercial sale. The Company may provide technical assistance and share any technology improvements with its collaborators during the term of the collaboration agreements. The Company does not directly control when any collaborator will request research or manufacturing services, achieve milestones or become liable for royalty payments. As a result, the Company cannot predict when it will recognize revenues in connection with any of the foregoing. The Company follows the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 605-25, "Revenue Recognition—Multiple-Element Arrangements," and ASC Topic 605-28, "Revenue Recognition—Milestone Method," in accounting for these agreements. In order to account for these agreements, the Company must identify the deliverables included within the agreement and evaluate which deliverables represent separate units of accounting based on if certain criteria are met, including whether the delivered element has stand-alone value to the collaborator. The consideration received is allocated among the separate units of accounting, and the applicable revenue recognition criteria are applied to each of the separate units. Factors considered in this determination include the research and manufacturing capabilities of the collaborator and the availability of technology research expertise in the general marketplace. RSV Corporation In December 2013, the Company entered into an agreement with RSV Corporation. The agreement provides RSV Corporation with an exclusive license to the Company’s RSV technology in order to develop and commercialize respiratory syncytial virus virosome vaccines. The Company received a US$5 million upfront payment in connection with the execution of the agreement and the Company is entitled to receive milestone payments potentially totaling US$77 million plus royalties on product sales, if any. The Company also is entitled to receive payments for research and development activities performed on behalf of RSV Corporation. RSV Corporation is responsible for the development, manufacturing, and marketing of any products resulting from this agreement. In accordance with ASC 605-25, the Company identified all of the deliverables at the inception of the agreement. The significant deliverables were determined to be the RSV technology license and the research and development services including participation on the Joint Collaboration and Steering Committee (JCSC). The Company has determined that the RSV technology license does have standalone value from the research services. As a result, the research services are considered a separate unit of accounting. The estimated selling prices for these units of accounting were determined based on market conditions and entity-specific factors such as the terms of the collaborators’ previous collaborative agreements, recent preclinical and clinical testing results of therapeutic products that use the Company’s RSV technology, the Company’s pricing practices and pricing objectives, and the nature of the research services to be performed for RSV Corporation and market rates for similar services. The arrangement consideration was allocated to the deliverables based on the relative selling price method. The Company recognized license revenue when the exclusive license was delivered pursuant to the terms of the agreement which was upon execution of the agreement. The Company does not control when RSV Corporation will reach certain development and commercialization’s milestones related to the RSV technology. As a result, the Company cannot predict when or if it will recognize the related milestone and royalty revenue. The Company will recognize research services revenue as the related services are delivered. On January 25, 2016 Mymetics received notice from RSV Corporation (RSVC) that it will no longer pursue the development of a vaccine technology for Respiratory Syncytial Virus (RSV) in order to focus on other infectious therapies. The LCA which was signed on December 27, 2013, has formally been terminated as of July 25, 2016. Fixed price contracts and grants and research and collaboration agreements When the performance under a fixed price contract can be reasonably estimated, revenue for such a contract is recognized under the proportional performance method and earned in proportion to the contract costs incurred in performance of the work as compared to total estimated contract costs. Costs incurred under fixed price contracts represent a reasonable measurement of proportional performance of the work. Direct costs incurred under collaborative research and development agreements are recorded as research and development expenses. If the performance under a fixed price contract cannot be reasonably estimated, the Company recognizes the revenue on a straight-line basis over the contract term. TEXAS BIOMEDICAL RESEARCH INSTITUTE In September 2014, the Company entered into a material transfer agreement and fixed price contract with Texas Biomedical Research Institute. The agreement provides Texas Biomedical Research Institute the lead of a project which has been proposed to the Bill and Melinda Gates Foundation with the objective to confirm previous results obtained in non-human primates with these virosome based HIV vaccine candidates. The Company has tested these different formulations of virosome based HIV vaccine candidates in preclinical non-human primate studies and in Phase I clinical settings. The Company produced and transferred to Texas Biomedical Research Institute the original material using the Company’s background IP. The Company recognizes revenue under the proportional performance method. PATH-MVI In November 2014, the Company signed an agreement with PATH Malaria Vaccine Initiative (MVI) and the Laboratory of Malaria Immunology and Vaccinology (LMIV) of the National Institute of Allergy and Infectious Diseases (NIAID), where Mymetics will develop and produce virosome based vaccine formulations for a malaria transmission-blocking vaccine candidate which will be based on two antigens provided by LMIV. The vaccine formulations will then be tested in animal models. PATH MVI will fund all activities under this project, which started in January 2015. The Company will recognize revenue under the proportional performance method. HORIZON 2020 In April 2015, the Company was selected to receive project grants with a total of E8.4 million. A total of E5.3 million is funded as part of Horizon 2020, the European Union research and innovation framework program and up to E3.1 million of funding will be provided by the Swiss State Secretariat for Education, Research and Innovation (SERI) for the Swiss based consortium partners. The grant funds the evaluation, development and manufacturing scale-up of thermo-stable and cold-chain independent nano-pharmaceutical virosome-based vaccine candidates. Of the total amount, E3.4 million is directly attributable to Mymetics activities, with the remaining balance going to the consortium partners. The project duration is 42 months and started on May 4, 2015. In May 2015, the Company received a pre-payment from the two granting organizations for a total value of E1.5 million. In December 2016, the Company received a second tranche of E917 thousand from the EU which will be used to finance the next reporting covering the period of November 2016 to October 2017. Afterwards another tranche of funding from the EU will be received which cannot exceed 90% of the agreed budget, overall the payments received. The pre-payment has been recorded as a current liability and revenue has been recognized as services are delivered. SANOFI PASTEUR BIOLOGICS On December 1, 2016, Mymetics Corporation entered into a material definitive Research Agreement with Sanofi Pasteur Biologics, LLC, the vaccine division of Sanofi (SNY). The project will investigate the immunogenicity of influenza vaccines based on Mymetics’ proprietary virosome technology platform in pre-clinical settings. If this project is successful it could result in a further and more extensive collaboration between the two companies. The project duration is 6 to 12 months and started in January 2017. The first installement will be received in March 2017 and the remaining balance when the Materials are delivered to Sanofi Pasteur. |
RECEIVABLES | 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 December 31, 2016 or 2015. The Company charges 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 | 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. |
IN-PROCESS RESEARCH AND DEVELOPMENT | In-Process research and development (referred to as IPR&D) represents the estimated fair value assigned to research and development projects acquired in a purchased business combination that have not been completed at the date of acquisition and which have no alternative future use. IPR&D assets acquired in a business combination are capitalized as indefinite-lived intangible assets. These assets remain indefinite-lived until the completion or abandonment of the associated research and development efforts. During the period prior to completion or abandonment, those acquired indefinite-lived assets are not amortized but are tested for impairment annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired. During the fourth quarter of 2016, the Company decided to place the RSV development program on indefinite hold. As a result, an impairment loss related to IPR&D recorded for this program of E2,266 was recorded. |
IMPAIRMENT OF LONG LIVED ASSETS | 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 | Goodwill, which represents the excess of purchase price over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value based test. Goodwill is assessed for impairment on an annual basis 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 must determine if further testing was necessary. If further testing was necessary, the Company would have performed a two-step impairment test for goodwill. The first step requires the Company to determine the fair value of each reporting unit. To the extent a reporting unit’s carrying amount exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired and the Company must perform a second more detailed impairment assessment. The second impairment assessment involves allocating the reporting unit’s fair value to all of its recognized and unrecognized assets and liabilities in order to determine the implied fair value of the reporting unit’s goodwill as of the assessment date. The implied fair value of the reporting unit’s goodwill is then compared to the carrying amount of goodwill to quantify an impairment charge as of the assessment date. The Company has conducted its impairment testing as of April 1, of 2016 and 2015 of its goodwill recognized in connection to the acquisition of Bestewil. In conclusion of this impairment testing, the carrying amount of the reporting unit was lower than the estimated fair value of the reporting unit. As the fair value of the reporting unit is higher than the carrying amount, Step 2 of the goodwill impairment test did not need to be completed. As of December 31, 2016, management believes there are no indications of impairment. |
RESEARCH AND DEVELOPMENT | Research and development costs are expensed as incurred. |
TAXES ON INCOME | The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax laws or rates. 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 December 31, 2016 or 2015. The Company’s United States tax returns are open to audit for the years ended December 31, 2013 to 2016. The returns for the Swiss subsidiary, Mymetics S.A., are open to audit for the years ended December 31, 2010 to 2016. The returns for the Netherlands subsidiaries, Bestewil B.V. and Mymetics B.V., are open to audit for the year ended December 31, 2016. |
EARNINGS PER SHARE | 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 common period. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. For the year ended December 31, 2016, options and convertible debt were not included in the computation of diluted earnings per share under the treasury stock method because their effect would be anti-dilutive due to the net loss. For the year ended December 31, 2015, the weighted average number of shares was 303,757,622. For the same period, the total potential number of shares issuable of 550,464,410 includes 520,884,410 potential issuable shares related to convertible loans and 29,580,000 potential issuable shares related to outstanding not expired options granted to employees. For the year ended December 31, 2016, the weighted average number of shares was 303,757,622. For the same period, the total potential number of shares issuable of 586,584,087 includes 557,484,087 potential issuable shares related to convertible loans and 29,100,000 potential issuable shares related to outstanding not expired options granted to employees. |
PREFERRED STOCK | The Company has authorized 5,000,000 shares of preferred stock. No shares are issued or outstanding at December 31, 2016 or 2015. The preferred stock is issuable in several series with varying dividend, conversion and voting rights. The specific series and rights will be determined upon any issuance of preferred stock. |
STOCK-BASED COMPENSATION | Compensation cost for all share-based payments is based on the estimated grant-date fair value. The Company amortizes stock compensation cost ratably over the requisite service period. The issuance of common shares for services is recorded at the quoted price of the shares on the date the services are rendered. |
ESTIMATES | The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
FAIR VALUE MEASUREMENTS | Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: 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. |
FAIR VALUES OF FINANCIAL INSTRUMENTS | 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 the unique nature of these instruments. |
CONCENTRATIONS | In 2016 and 2015, the Company derived 30% and 62% of revenue from its relationship with one collaborative partner respectively. Furthermore, that same collaborative partner accounted for 0% and 68% of the receivables balance at December 31, 2016 and December 31, 2015, respectively. |
RECENTLY ISSUED ACCOUNTING STANDARDS | In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU-2016-09). The updated guidance simplifies and changes how companies account for certain aspects of share-based payment awards to employees, including accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of certain items in the statement of cash flows. Adoption of ASU 2016-09 is required for fiscal reporting periods beginning after December 15, 2016, including interim reporting periods within those fiscal years with early adoption being permitted. The Company is currently evaluating the potential impact of the pending adoption of ASU 2016-09 on its consolidated financial statements. In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15), which provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 will be effective for the year ended December 31, 2017, with early adoption permitted. The Company is currently evaluating the impact of its pending adoption of ASU 2014-15 on its consolidated financial statements. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the fiscal and interim reporting periods beginning after December 15, 2017 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. Management is currently evaluating the impact of the Company's pending adoption of ASU 2014-09 on its consolidated financial statements. |
2. Transactions with Afflilia14
2. Transactions with Affliliates (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related party | Fixed Conversion Rate Lender 1st-Issue Principal Duration Interest Price EUR/USD Price Date Amount (Note) Rate (US$ stated) Conversion Eardley Holding A.G. (1) 06/23/2006 E 181 (2 ) 10% pa $ 0.10 N/A Anglo Irish Bank S.A.(3) 10/01/2007 E 500 (2 ) 10% pa $ 0.50 1.4090 Round Enterprises Ltd. 12/10/2007 E 1,500 (2 ) 10% pa $ 0.50 1.4429 Round Enterprises Ltd. 01/22/2008 E 1,500 (2 ) 10% pa $ 0.50 1.4629 Round Enterprises Ltd. 04/25/2008 E 2,000 (2 ) 10% pa $ 0.50 1.5889 Round Enterprises Ltd. 06/30/2008 E 1,500 (2 ) 10% pa $ 0.50 1.5380 Round Enterprises Ltd. 11/17/2008 E 1,200 (2 ) 10% pa $ 0.50 1.2650 Round Enterprises Ltd. 02/06/2009 E 1,500 (2 ) 10% pa $ 0.50 1.2940 Round Enterprises Ltd. 06/15/2009 E 5,500 (2,4 ) 10% pa $ 0.80 1.4045 Eardley Holding A.G. 06/15/2009 E 100 (2,4 ) 10% pa $ 0.80 1.4300 Von Meyenburg 08/03/2009 E 200 (2 ) 10% pa $ 0.80 1.4400 Round Enterprises Ltd. 10/13/2009 E 2,000 (2 ) 5% pa $ 0.25 1.4854 Round Enterprises Ltd. 12/18/2009 E 2,200 (2 ) 5% pa $ 0.25 1.4338 Round Enterprises Ltd. 08/04/2011 E 1,141 (5,6 ) 10% pa $ 0.034 N/A Eardley Holding A.G. 08/04/2011 E 285 (5,6 ) 10% pa $ 0.034 N/A Round Enterprises Ltd. 11/08/2011 E 400 (6 ) 10% pa $ 0.034 1.3787 Eardley Holding A.G. 11/08/2011 E 100 (6 ) 10% pa $ 0.034 1.3787 Round Enterprises Ltd. 02/10/2012 E 1,000 (6 ) 10% pa $ 0.034 1.3260 Eardley Holding A.G. 02/14/2012 E 200 (6 ) 10% pa $ 0.034 1.3260 Round Enterprises Ltd. 04/19/2012 E 321 (6 ) 10% pa $ 0.034 1.3100 Eardley Holding A.G. 04/19/2012 E 81 (6 ) 10% pa $ 0.034 1.3100 Round Enterprises Ltd. 05/04/2012 E 480 (6 ) 10% pa $ 0.034 1.3152 Eardley Holding A.G. 05/04/2012 E 120 (6 ) 10% pa $ 0.034 1.3152 Round Enterprises Ltd. 09/03/2012 E 200 (6 ) 10% pa $ 0.034 1.2576 Eardley Holding A.G. 09/03/2012 E 50 (6 ) 10% pa $ 0.034 1.2576 Round Enterprises Ltd. 11/04/2012 E 500 (6 ) 10% pa $ 0.034 1.2718 Eardley Holding A.G. 12/06/2012 E 125 (6 ) 10% pa $ 0.034 1.3070 Round Enterprises Ltd. 01/16/2013 E 240 (6 ) 10% pa $ 0.034 1.3318 Eardley Holding A.G. 01/16/2013 E 60 (6 ) 10% pa $ 0.034 1.3318 Round Enterprises Ltd. 03/25/2013 E 400 (6 ) 10% pa $ 0.037 1.2915 Eardley Holding A.G. 04/14/2013 E 150 (6 ) 10% pa $ 0.034 1.3056 Round Enterprises Ltd. 04/14/2013 E 600 (6 ) 10% pa $ 0.034 1.3056 Eardley Holding A.G. 05/15/2013 E 170 (6 ) 10% pa $ 0.037 1.2938 Round Enterprises Ltd. 05/15/2013 E 680 (6 ) 10% pa $ 0.037 1.2938 Eardley Holding A.G. 06/24/2013 E 60 (6 ) 10% pa $ 0.025 1.3340 Round Enterprises Ltd. 06/24/2013 E 240 (6 ) 10% pa $ 0.025 1.3340 Eardley Holding A.G. 08/05/2013 E 80 (6 ) 10% pa $ 0.018 1.3283 Round Enterprises Ltd. 08/05/2013 E 320 (6 ) 10% pa $ 0.018 1.3283 Total Short Term Principal Amounts E 27,884 Accrued Interest E 17,950 TOTAL LOANS AND NOTES E 45,834 |
3. Income Taxes (Tables)
3. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of income taxes | 2016 2015 U.S. Federal statutory rates on net loss before income taxes E (2,032 ) E (1,004 ) Effect of foreign statutory rate differences 61 (52 ) Effect of exchange rate changes (1,018 ) (4,234 ) Expiration/disallowance of net operating loss carry forwards -- 184 Permanent differences 76 (5 ) Change in valuation allowance 2,902 5,156 Income tax provision (benefit) E (11 ) E 45 |
Schedule of Deferred Tax Assets | 2016 2015 Licenses capitalized for United States tax purposes E 799 E 904 IPR&D basis difference -- (770 ) Stock options 255 181 Foreign tax credit carry over 243 243 Net operating loss carry forwards United States 25,841 23,857 Switzerland 896 900 The Netherlands 183 -- Luxembourg -- -- 28,217 25,315 Less valuation allowance for deferred tax asset (28,217 ) (25,315 ) Net deferred tax asset E -- E -- |
Summary of Operating Loss Carryforwards | United States Switzerland 2017 -- 1,449 2018 747 537 2019 364 499 2020 537 19 2021-2035 74,357 -- Perpetual -- -- E 76,005 E 2,504 |
4. Stock Options (Tables)
4. Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock Options Tables | |
Stock option activity | Number of Shares Exercise Price Range Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2014 20,850,000 $ 0.02 to 3.50 $ 0.040 Granted 8,850,000 0.023 0.023 Exercised -- -- -- Expired/forfeited (120,000 ) 0.023 0.023 Outstanding, December 31, 2015 29,580,000 $ 0.02 to $0.19 $ 0.0362 Granted -- -- -- Exercised -- -- -- Expired/forfeited (480,000 ) 0.023 0.023 Outstanding, December 31, 2016 29,100,000 $ 0.02 to $0.19 $ 0.0364 6.80 $ 8,725 Exercisable, December 31, 2016 19,970,000 $ 0.02 to $0.19 $ 0.0432 6.44 $ 6,575 |
Outstanding and exercisable options by price range | Outstanding options Exercisable Options Weighted Weighted Weighted Average Average Average Range of Exercise Number Remaining Exercise Number Exercise Prices per Share Outstanding Life (Years) Price Exercisable Price $0.14 2,350,000 3.0 $ 0.140 2,350,000 $ 0.140 $0.19 1,000,000 3.5 $ 0.190 1,000,000 $ 0.190 $0.02 17,450,000 6.8 $ 0.020 13,150,000 $ 0.020 $0.023 8,300,000 8.3 $ 0.023 3,470,000 $ 0.023 $0.02 - $ 0.19 29,100,000 $ 0.0364 19,970,000 $ 0.0432 |
Share based compensation assumptions | Estimated volatility 170.47 % Risk free interest rate 1.32 % Expected dividend rate — Expected life 6 years |
1. The Company and Summary of17
1. The Company and Summary of Significant Accounting Policies (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
EARNINGS PER SHARE | ||
Weighted average number of shares (in shares) | 303,757,622 | 303,757,622 |
Total potential number of shares issuable (in shares) | 586,584,087 | 550,464,410 |
Convertible Loans [Member] | ||
EARNINGS PER SHARE | ||
Total potential number of shares issuable (in shares) | 557,484,087 | 520,884,410 |
Stock Options [Member] | ||
EARNINGS PER SHARE | ||
Total potential number of shares issuable (in shares) | 29,100,000 | 29,580,000 |
2. Transactions with Afflilia18
2. Transactions with Affliliates (Details) - 12 months ended Dec. 31, 2016 | CHF (SFr) | € / shares | CHF (SFr) |
Total Short Term Principal Amounts | SFr | SFr 27,884 | ||
Accrued Interest | SFr | SFr 179,550 | ||
Total Loans and Notes | SFr | 45,834 | ||
Note 1 | |||
Issuance Date | Jun. 23, 2006 | ||
Principal Amount | SFr | SFr 181 | ||
Interest Rate | 10.00% | ||
Conversion Price | € 0.1 | ||
Note 2 | |||
Issuance Date | Oct. 1, 2007 | ||
Principal Amount | SFr | SFr 500 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.5 | ||
Fixed Rate Conversion | 1.409 | ||
Note 3 | |||
Issuance Date | Dec. 10, 2007 | ||
Principal Amount | SFr | SFr 1,500 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.5 | ||
Fixed Rate Conversion | 1.4429 | ||
Note 4 | |||
Issuance Date | Jan. 22, 2008 | ||
Principal Amount | SFr | SFr 1,500 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.5 | ||
Fixed Rate Conversion | 1.4629 | ||
Note 5 | |||
Issuance Date | Apr. 25, 2008 | ||
Principal Amount | SFr | SFr 2,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.5 | ||
Fixed Rate Conversion | 1.5889 | ||
Note 6 | |||
Issuance Date | Jun. 30, 2008 | ||
Principal Amount | SFr | SFr 1,500 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.5 | ||
Fixed Rate Conversion | 1.538 | ||
Note 7 | |||
Issuance Date | Nov. 17, 2008 | ||
Principal Amount | SFr | SFr 1,200 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.5 | ||
Fixed Rate Conversion | 1.265 | ||
Note 8 | |||
Issuance Date | Feb. 6, 2009 | ||
Principal Amount | SFr | SFr 1,500 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.5 | ||
Fixed Rate Conversion | 1.294 | ||
Note 9 | |||
Issuance Date | Jun. 15, 2009 | ||
Principal Amount | SFr | SFr 5,500 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.8 | ||
Fixed Rate Conversion | 1.4045 | ||
Note 10 | |||
Issuance Date | Jun. 15, 2009 | ||
Principal Amount | SFr | SFr 100 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.8 | ||
Fixed Rate Conversion | 1.43 | ||
Note 11 | |||
Issuance Date | Aug. 3, 2009 | ||
Principal Amount | SFr | SFr 200 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.8 | ||
Fixed Rate Conversion | 1.44 | ||
Note 12 | |||
Issuance Date | Oct. 13, 2009 | ||
Principal Amount | SFr | SFr 2,000 | ||
Interest Rate | 5.00% | ||
Conversion Price | 0.25 | ||
Fixed Rate Conversion | 1.4854 | ||
Note 13 | |||
Issuance Date | Dec. 18, 2009 | ||
Principal Amount | SFr | SFr 2,200 | ||
Interest Rate | 5.00% | ||
Conversion Price | 0.25 | ||
Fixed Rate Conversion | 1.4338 | ||
Note 14 | |||
Issuance Date | Aug. 4, 2011 | ||
Principal Amount | SFr | SFr 1,141 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Note 15 | |||
Issuance Date | Aug. 4, 2011 | ||
Principal Amount | SFr | SFr 285 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Note 16 | |||
Issuance Date | Nov. 8, 2011 | ||
Principal Amount | SFr | SFr 400 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Fixed Rate Conversion | 1.3787 | ||
Note 17 | |||
Issuance Date | Nov. 8, 2011 | ||
Principal Amount | SFr | SFr 100 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Fixed Rate Conversion | 1.3787 | ||
Note 18 | |||
Issuance Date | Feb. 10, 2012 | ||
Principal Amount | SFr | SFr 1,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Fixed Rate Conversion | 1.326 | ||
Note 19 | |||
Issuance Date | Feb. 14, 2012 | ||
Principal Amount | SFr | SFr 200 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Fixed Rate Conversion | 1.326 | ||
Note 20 | |||
Issuance Date | Apr. 19, 2012 | ||
Principal Amount | SFr | SFr 321 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Fixed Rate Conversion | 1.31 | ||
Note 21 | |||
Issuance Date | Apr. 19, 2012 | ||
Principal Amount | SFr | SFr 81 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Fixed Rate Conversion | 1.31 | ||
Note 22 | |||
Issuance Date | May 4, 2012 | ||
Principal Amount | SFr | SFr 480 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Fixed Rate Conversion | 1.3152 | ||
Note 23 | |||
Issuance Date | May 4, 2012 | ||
Principal Amount | SFr | SFr 120 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Fixed Rate Conversion | 1.3152 | ||
Note 24 | |||
Issuance Date | Sep. 3, 2012 | ||
Principal Amount | SFr | SFr 200 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Fixed Rate Conversion | 1.2576 | ||
Note 25 | |||
Issuance Date | Sep. 3, 2012 | ||
Principal Amount | SFr | SFr 50 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Fixed Rate Conversion | 1.2576 | ||
Note 26 | |||
Issuance Date | Nov. 4, 2012 | ||
Principal Amount | SFr | SFr 500 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Fixed Rate Conversion | 1.2718 | ||
Note 27 | |||
Issuance Date | Dec. 6, 2012 | ||
Principal Amount | SFr | SFr 125 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Fixed Rate Conversion | 1.307 | ||
Note 28 | |||
Issuance Date | Jan. 16, 2013 | ||
Principal Amount | SFr | SFr 240 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Fixed Rate Conversion | 1.3318 | ||
Note 29 | |||
Issuance Date | Jan. 16, 2013 | ||
Principal Amount | SFr | SFr 60 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Fixed Rate Conversion | 1.3318 | ||
Note 30 | |||
Issuance Date | Mar. 25, 2013 | ||
Principal Amount | SFr | SFr 400 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.037 | ||
Fixed Rate Conversion | 1.2915 | ||
Note 31 | |||
Issuance Date | Apr. 14, 2013 | ||
Principal Amount | SFr | SFr 150 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Fixed Rate Conversion | 1.3056 | ||
Note 32 | |||
Issuance Date | Apr. 14, 2013 | ||
Principal Amount | SFr | SFr 600 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.034 | ||
Fixed Rate Conversion | 1.3056 | ||
Note 33 | |||
Issuance Date | May 15, 2013 | ||
Principal Amount | SFr | SFr 170 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.037 | ||
Fixed Rate Conversion | 1.2938 | ||
Note 34 | |||
Issuance Date | May 15, 2013 | ||
Principal Amount | SFr | SFr 680 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.037 | ||
Fixed Rate Conversion | 1.2938 | ||
Note 35 | |||
Issuance Date | Jun. 24, 2013 | ||
Principal Amount | SFr | SFr 60 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.025 | ||
Fixed Rate Conversion | 1.334 | ||
Note 36 | |||
Issuance Date | Jun. 24, 2013 | ||
Principal Amount | SFr | SFr 240 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.025 | ||
Fixed Rate Conversion | 1.334 | ||
Note 37 | |||
Issuance Date | Aug. 5, 2013 | ||
Principal Amount | SFr | SFr 80 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.018 | ||
Fixed Rate Conversion | 1.3283 | ||
Note 38 | |||
Issuance Date | Aug. 5, 2013 | ||
Principal Amount | SFr | SFr 320 | ||
Interest Rate | 10.00% | ||
Conversion Price | 0.018 | ||
Fixed Rate Conversion | € 1.3283 |
3. Income Taxes (Details)
3. Income Taxes (Details) - CHF (SFr) SFr in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal statutory rates on net loss before income taxes | SFr (2,032) | SFr (1,004) |
Effect of foreign statutory rate differences | 61 | (52) |
Effect of exchange rate changes | (1,018) | (4,234) |
Expiration/disallowance of net operating loss carry forwards | 0 | 184 |
Permanent differences | 76 | (5) |
Change in valuation allowance | 2,902 | 5,156 |
Income tax provision | SFr (11) | SFr 45 |
3. Income Taxes (Details 1)
3. Income Taxes (Details 1) - CHF (SFr) SFr in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Licenses capitalized for United States tax purposes | SFr 799 | SFr 904 |
IPR&D basis difference | 0 | (770) |
Stock options | 255 | 181 |
Foreign tax credit carry over | 243 | 243 |
Deferred tax asset, gross | 28,217 | 25,315 |
Less valuation allowance for deferred tax asset | (28,217) | (25,315) |
Net deferred tax asset | 0 | 0 |
United States | ||
Net operating loss carry forwards | 25,841 | 23,857 |
Switzerland | ||
Net operating loss carry forwards | 896 | 900 |
The Netherlands | ||
Net operating loss carry forwards | 183 | 0 |
Luxembourg | ||
Net operating loss carry forwards | SFr 0 | SFr 0 |
4. Stock Options (Details)
4. Stock Options (Details) - EUR (€) € / shares in Units, € in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Minimum | ||
Weighted Average Exercise Price Outstanding, Beginning | € 0.02 | € 0.02 |
Weighted Average Exercise Price Outstanding, Ending | 0.02 | 0.02 |
Weighted Average Exercise Price Exercisable | 0.02 | 0.02 |
Maximum | ||
Weighted Average Exercise Price Outstanding, Beginning | 0.19 | 3.50 |
Weighted Average Exercise Price Outstanding, Ending | 0.19 | 0.19 |
Weighted Average Exercise Price Exercisable | € 0.19 | € 0.19 |
Stock options | ||
Number of Options Outstanding, Beginning | 29,580,000 | 20,850,000 |
Number of Options Granted | 0 | 8,850,000 |
Number of Options Exercised | 0 | 0 |
Number of Options Expired/Forfeited | (480,000) | (120,000) |
Number of Options Outstanding, Ending | 29,100,000 | 29,580,000 |
Number of Options Exercisable | 19,970,000 | 13,970,000 |
Weighted Average Exercise Price Outstanding, Beginning | € 0.040 | |
Weighted Average Exercise Price Granted | € 0 | 0.023 |
Weighted Average Exercise Price Exercised | 0 | 0 |
Weighted Average Exercise Price Expired/Forfeited | 0.023 | € 0.023 |
Weighted Average Exercise Price Outstanding, Ending | 0.0364 | |
Weighted Average Exercise Price Exercisable | € 0.0432 | |
Weighted Average Remaining Contractual Life Outstanding | 6 years 9 months 18 days | |
Weighted Average Remaining Contractual Life Exercisable | 6 years 5 months 8 days | |
Aggregate Intrinsic Value Outstanding, Ending | € 8,725 | |
Aggregate Intrinsic Value Exercisable | € 6,575 |
4. Stock Options (Details 1)
4. Stock Options (Details 1) | 12 Months Ended |
Dec. 31, 2016€ / sharesshares | |
0.14 | |
Number of Options Outstanding, Ending | shares | 2,350,000 |
Weighted Average Remaining Contractual Life Outstanding | 3 years |
Weighted Average Exercise Price Outstanding, Ending | € / shares | € 0.14 |
Number of Options Exercisable | shares | 2,350,000 |
Weighted Average Exercise Price Exercisable | € / shares | € 0.14 |
0.19 | |
Number of Options Outstanding, Ending | shares | 1,000,000 |
Weighted Average Remaining Contractual Life Outstanding | 3 years 6 months |
Weighted Average Exercise Price Outstanding, Ending | € / shares | € 0.19 |
Number of Options Exercisable | shares | 1,000,000 |
Weighted Average Exercise Price Exercisable | € / shares | € 0.19 |
0.02 | |
Number of Options Outstanding, Ending | shares | 17,450,000 |
Weighted Average Remaining Contractual Life Outstanding | 6 years 9 months 18 days |
Weighted Average Exercise Price Outstanding, Ending | € / shares | € 0.02 |
Number of Options Exercisable | shares | 13,150,000 |
Weighted Average Exercise Price Exercisable | € / shares | € 0.02 |
0.023 | |
Number of Options Outstanding, Ending | shares | 8,300,000 |
Weighted Average Remaining Contractual Life Outstanding | 8 years 3 months 18 days |
Weighted Average Exercise Price Outstanding, Ending | € / shares | € 0.023 |
Number of Options Exercisable | shares | 3,470,000 |
Weighted Average Exercise Price Exercisable | € / shares | € 0.023 |
0.02-0.19 | |
Number of Options Outstanding, Ending | shares | 29,100,000 |
Weighted Average Exercise Price Outstanding, Ending | € / shares | € 0.0364 |
Number of Options Exercisable | shares | 19,970,000 |
Weighted Average Exercise Price Exercisable | € / shares | € 0.0432 |
4. Stock Options (Details 2)
4. Stock Options (Details 2) | 12 Months Ended |
Dec. 31, 2016 | |
Stock Options Details 2 | |
Estimated volatility | 174.70% |
Risk-free interest rate | 1.32% |
Expected dividend rate | 0.00% |
Expected life | 6 years |
5. Commitments and Contingenc24
5. Commitments and Contingencies (Details Narrative) - CHF (SFr) SFr in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments And Contingencies Details Narrative | ||
Rent expense | SFr 162 | SFr 198 |