Document and Entity Information
Document and Entity Information - EUR (€) | 12 Months Ended | |
Dec. 31, 2019 | Mar. 30, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MYMETICS CORP | |
Entity Central Index Key | 0000927761 | |
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 | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 000-25132 | |
Entity Public Float | € 7,292,569 | |
Entity Common Stock, Shares Outstanding | 303,757,622 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | FY | |
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2019 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - EUR (€) € in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | € 683 | € 479 |
Accounts receivable | 164 | 585 |
Prepaid expenses | 85 | 37 |
Total current assets | 932 | 1,101 |
Property and equipment, net of accumulated depreciation of E445 and E423 at December 31, 2019 and 2018, respectively | 52 | 36 |
Right-of-use asset | 27 | 0 |
Goodwill | 6,671 | 6,671 |
Total assets | 7,682 | 7,808 |
Current Liabilities | ||
Accounts payable | 167 | 75 |
Non-convertible notes payable and related accrued interest to related parties | 5,308 | 4,002 |
Convertible notes payable to related parties | 53,378 | 50,756 |
Total current liabilities | 58,853 | 54,833 |
Long Term Liabilities | ||
Operating lease liability | 27 | 0 |
Total long-term liabilities | 27 | 0 |
Total liabilities | 58,880 | 54,833 |
Commitments and Contingencies (Note 6) | ||
Shareholders' Equity (Deficit) | ||
Common stock, U.S. $.01 par value; 1,200,000,000 shares authorized at December 31, 2019 and 1,000,000,000 at December 2018; issued and outstanding 303,757,622 at December 31, 2019 and 2018 | 2,530 | 2,530 |
Preferred stock, U.S. $.01 par value; 5,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 34,443 | 34,441 |
Accumulated deficit | (88,862) | (84,675) |
Accumulated other comprehensive income | 691 | 679 |
Total shareholders' equity (deficit) | (51,198) | (47,025) |
Total liabilities and shareholders' equity (deficit) | € 7,682 | € 7,808 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) € in Thousands | Dec. 31, 2019EUR (€)shares | Dec. 31, 2019$ / shares | Dec. 31, 2018EUR (€)shares | Dec. 31, 2018$ / shares |
ASSETS | ||||
Property and equipment, accumulated depreciation | € | € 445 | € 423 | ||
Shareholders' Equity (Deficit) | ||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized | 1,200,000,000 | 1,000,000,000 | ||
Common stock, shares issued | 303,757,622 | 303,757,622 | ||
Common stock, shares outstanding | 303,757,622 | 303,757,622 | ||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | ||
Research and development services | € 111 | € 75 |
Grants | 542 | 892 |
Total revenue | 653 | 967 |
Expenses | ||
Research and development | 970 | 1,217 |
General and administrative | 1,064 | 1,095 |
Other | 110 | 174 |
Total expenses | 2,144 | 2,486 |
Operating loss | (1,491) | (1,519) |
Interest expense | 2,674 | 2,634 |
Loss before income tax provision | (4,165) | (4,153) |
Income tax provision | (22) | (19) |
Net loss | (4,187) | (4,172) |
Other comprehensive loss | ||
Foreign currency translation adjustment | 12 | 12 |
Comprehensive loss | € (4,175) | € (4,160) |
Basic and diluted loss per share | € (0.01) | € (0.01) |
Weighted average number of shares used in per share calculations | 303,757,622 | 303,757,622 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - EUR (€) € in Thousands | Common Stock | APIC | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Balance (in shares) at Dec. 31, 2017 | 303,757,622 | ||||
Balance at Dec. 31, 2017 | € 2,530 | € 34,428 | € (80,503) | € 667 | € (42,878) |
Stock compensation expense - options | 13 | 13 | |||
Net loss for the year | (4,172) | (4,172) | |||
Translation adjustment | 12 | 12 | |||
Balance (in shares) at Dec. 31, 2018 | 303,757,622 | ||||
Balance at Dec. 31, 2018 | € 2,530 | 34,441 | (84,675) | 679 | (47,025) |
Stock compensation expense - options | 2 | 2 | |||
Net loss for the year | (4,187) | (4,187) | |||
Translation adjustment | 12 | 12 | |||
Balance (in shares) at Dec. 31, 2019 | 303,757,622 | ||||
Balance at Dec. 31, 2019 | € 2,530 | € 34,443 | € (88,862) | € 691 | € (51,198) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flow from Operating Activities | ||
Net loss | € (4,187) | € (4,172) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 20 | 29 |
Stock compensation expense - options | 2 | 13 |
Changes in operating assets and liabilities | ||
Receivables | 421 | (495) |
Accrued interests on related party convertible notes payable | 2,622 | 2,647 |
Accrued interests on related party non-convertible notes payable | 106 | 102 |
Deferred revenue from grants | 0 | (274) |
Accounts payable | 92 | (162) |
Other | (48) | (1) |
Net cash used in operating activities | (972) | (2,313) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (36) | 0 |
Net cash used in investing activities | (36) | 0 |
Cash Flows from Financing Activities | ||
Proceeds from non-convertible notes payable | 1,200 | 1,600 |
Net cash used in financing activities | 1,200 | 1,600 |
Effect on foreign exchange rate on cash | 12 | 12 |
Net increase (decrease) in cash | 204 | (701) |
Cash, beginning of period | 479 | 1,180 |
Cash, end of period | 683 | 479 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | € 22 | € 19 |
1. The Company and Summary of S
1. The Company and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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, 2019, 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 its license, collaboration and grant agreements. The Company is working on several research projects with commercial partners for immunotherapy in the fields of allergy and oncology. The allergy project is in collaboration with Anergis SA, for which the Company prepared virosome based vaccines which include Anergis peptides for treating birch pollen allergy. These formulations were tested in preclinical studies and compared to the Anergis earlier formulations. The success criteria were met and Anergis has now a time limited exclusive option to enter into a License and Collaboration Agreement with Mymetics for the use of virosomes in the field of allergies. During the last quarter of 2019, the Company received an amount of E111 related to the Amendment 3 of the Research and Option to License Agreement dated September 3rd, 2019. This revenue is fully recognized as the deliverables for the Stallergenes-Anergis study were met and Anergis paid for an extension of the option to execute the LCA. In October, 2019, Mymetics announced that Stallergenes Greer, a worldwide leader in Allergen Immunotherapy (AIT), and Anergis, started a new research study to evaluate the effects of the second generation virosome-based COP allergen immunotherapy in a therapeutic model of birch allergy in mice. Results are expected during the first quarter of 2020. In May 2019, the Company started a new NIH grant funded project to evaluate the HIV vaccine in a non-human primate study and prepare for clinical trials. Management believes that the Company’s research and development activities will result in valuable intellectual property that can generate significant revenues in the future through 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 E88,862 at December 31, 2019. Further, the Company’s current liabilities exceed its current assets by E57,921 as of December 31, 2019, and there is no assurance that cash will become available to pay current liabilities in the near term. The continued spread of COVID-19 and uncertain makret conditions may limit the Company’s ability to access capital. 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. 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 assets and liabilities of its subsidiaries at the rate of exchange at the balance sheet date. Revenues and expenses of its subsidiaries 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 expenses in the consolidated statements of comprehensive loss. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. The Company's functional 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 Effective January 1, 2018, the Company adopted Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers, using the modified retrospective method and there was no impact to financial position and results of operations as a result of the adoption. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity 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 entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity 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 assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Overall, adoption of the new standard did not result in an adjustment to amounts previously reported in our consolidated financial statements and there were no other significant changes impacting the timing or measurement of our revenue or our business processes and controls. 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. Grant Revenue - 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 project started on May 4, 2015, ended on November 2, 2018, with a total costs declared of E8,262 for the total project and E3,673 for Mymetics. Between May 2015 and February 2018, the Company received a total cash of E3,162, which represents 82% of the agreed grant amount. The final reports submitted in December 2018 to the EU was approved on February 7, 2019 and the final payment has been received on February 22, 2019. The final report for Mymetics SA submitted to SERI was approved on March 4, 2019 and the final payment received on March 19, 2019. This brings the total funding received to E3,693. NIH 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 8.85 million, with USD 1.94 million approved for the first year. The overall portion of the grant allocated to the Company is USD 5.93 million, with USD 1.19 million approved for the first year. It is co-led by Texas Biomed and the Company and includes sub-awards to the University of Louisiana at Lafayette, and the University of Virginia. For 2019, the Company recognized E542 of grant revenue from the NIH. First results are expected to be reported in 2020. 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 September 30, 2019, Mymetics has successfully produced the first set of virosome based vaccines and the NHPs have received two vaccinations. Other vaccinations are planned during the fourth quarter and in January 2020. The vaccine is created to induce protective mucosal antibodies acting as a frontline defense against sexual HIV transmission. This newly awarded grant from the NIH can continue some of the developments that were achieved during the European Horizon 2020 project. License Agreement – UPPERTON Ltd. On July 26, 2019 Mymetics and Upperton Ltd. signed a License Agreement (the “Agreement”) that sets out the rights and obligations of the two parties with respect to the development, manufacturing and exploitation of certain virus-like particles based vaccines (which includes virosomes) into solid (powder or tablet) form that are based on each party’s background or pre-existing intellectual property (“IP”) and the foreground IP rights or the IP that was developed by either party or both parties during the Maciviva project and could be developed during future collaborations. Under the terms of the Agreement Mymetics receives an exclusive and royalty free, worldwide license to use the Upperton background IP for the development, research, sale or in/out license for virus-like particle vaccines that use the foreground IP rights. All title, right and interest in and to all foreground IP rights vests in Mymetics for such development, research, sale or in/out license, and Mymetics is free to use and exploit such foreground IP rights. Mymetics has provided Upperton the non-exclusive license to manufacture virus-like particle based vaccines for third parties for indications other than respiratory viruses, certain allergies, HIV, malaria and chikungunya. For these foreground IP licenses, the parties have agreed to pay each other a certain low single digit percentage of revenues, license fees and royalties that each of the parties receives from their exploitation. No revenue has been received nor recognized during the year 2019. ANERGIS SA 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. The pre-defined success criteria were met and Anergis has now a time limited option to enter into an exclusive license agreement with Mymetics for the use of virosomes in the field of allergies. Should Anergis and Mymetics execute a License and Collaboration Agreement (LCA), Anergis would make an upfront payment to Mymetics in an amount that increases as the date of the LCA is executed. The LCA also includes milestone payments based on certain regulatory clearances and royalties for net sales. The contractual material had been delivered during the third quarter of the year 2018 and 100% of the agreed payments from the Research and Option to License Agreement has been received and fully recognized as revenue in Q3 2018. The LCA has not been executed as of the date this report has been filed. During the last quarter of 2019, the Company received an amount of E111 related to the Amendment 3 of the Research and Option to License Agreement dated September 3rd, 2019. This revenue is fully recognized as the deliverables for the Stallergenes-Anergis study were met and Anergis paid for an extension of the option to execute the LCA. As of December 31, 2019, the Company was engaged in the pre-clinical testing of some of its vaccine candidates and a commercially viable product is not expected for several more years. The Company is working on several research projects with commercial partners for immunotherapy in the fields of allergy and oncology. The allergy project is in collaboration with Anergis SA, for which the Company prepared virosome based vaccines which include Anergis peptides for treating birch pollen allergy. These formulations were tested successfully in preclinical studies and compared to the Anergis earlier clinical trial formulations. The success criteria were met in December 2018 and Anergis has now a time limited exclusive option to enter into a License and Collaboration Agreement (“LCA”) with Mymetics for the use of virosomes in the field of allergies. In October 2019 Anergis started a new evaluation study in collaboration with Stallergenes Greer SA, in which the Mymetics COP virosomes will be evaluated in a preclinical study. Anergis still has a time limited option to license the virosomes from Mymetics in the field of allergies that will require Anergis to raise funds from third parties to pay Mymetics the license fee under the terms of the License and Collaboration Agreement and the clinical development, and there is no certainty that Anergis will be able to do so. 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, 2019 or 2018. The Company charges off receivables to the allowance when management determines that a receivable is not collectible. 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 three years. 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 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. 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. As of April 1, 2019 and December 31, 2019, the Company’s reporting unit had a negative carrying amount and was thus not required to test goodwill further for impairment. Leases Policy from January 1, 2019: Effective January 1, 2019, the Company adopted 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 right-of- use ("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. Policy before January 1, 2019: For periods prior to the Company’s adoption of ASC 842 on January 1, 2019, the Company recognized leases as either an operating lease or a capital lease (finance lease). An operating lease records no asset or liability on the financial statements, the amount paid is expensed as incurred. A capital lease is recorded as both an asset and a liability on the Company’s Consolidated Balance Sheets, generally at the present value of the rental payments. The Company uses the guidance provided by FASB to determine if a lease should be capitalized, and if any one of the criteria for capitalization is met, the lease is treated as a capital lease. 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, 2019 or 2018. The Company’s United States tax returns are open to audit for the years ended December 31, 2016 to 2019. The returns for the Swiss subsidiary, Mymetics S.A., are open to audit for the year ended December 31, 2019. The returns for the Netherlands subsidiaries, Bestewil B.V. and Mymetics B.V., are open to audit for the year ended December 31, 2019. 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 years ended December 31, 2019 and 2018, 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, 2019, the weighted average number of shares was 303,757,622. For the same period, the total potential number of shares issuable of 693,981,278 includes 667,231,278 potential issuable shares related to convertible loans and 26,750,000 potential issuable shares related to outstanding not expired options granted to employees. For the year ended December 31, 2018, the weighted average number of shares was 303,757,622. For the same period, the total potential number of shares issuable of 659,783,442 includes 630,683,442 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, 2019 or 2018. 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 the fair value of the notes payable is reflecting the actual value reported for these instruments. Management believes that it is not practicable to estimate the fair value of the notes payable due to the conversion features and unique nature of these instruments. Concentrations In 2019 and 2018, the Company derived 84% and 92% of revenue from the NIH grant project and the Horizon 2020 project, respectively. Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02, Leases: Topic 842 (ASU 2016-02), which replaces existing lease guidance. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use (ROU) assets and corresponding lease liabilities on the balance sheet. The new standard initially required application with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. In July 2018, this requirement was amended with the issuance of Accounting Standards Update No. 2018-11, Leases: Topic 842: Targeted Improvements (ASU 2018-11), which permits an additional (and optional) transition method to adopt the new leases standard. The Company adopted ASU 2016-02 and related ASUs, collectively ASC 842, on January 1, 2019 using the optional transition method. Consequently, periods before January 1, 2019 will continue to be reported in accordance with the prior accounting guidance, ASC 840, Leases. The Company elected the package of practical expedients, which permits the Company to retain prior conclusions about lease identification, lease classification and initial direct costs for leases that commenced before January 1, 2019. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. The Company also elected the practical expedient to combine lease and non-lease components for all of its leases. Adoption of ASC 842 did not affect the Company’s consolidated financial statements’ at January 1, 2019, as one of its leases is considered short-term and the other is not material to the consolidated financial statements. |
2. Transactions with Related Pa
2. Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 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. Culhane Meadows PLLC is the Company’s legal counsel. Fees paid to the law firm in the years ended December 31, 2019 and 2018, amounted to E39 and E22, respectively. As of December 31, 2019 the Company owed legal fees of E13 to Culhane Meadows PLLC for services provided during the year, and E1 as of December 31, 2018. Two of the Company’s major shareholders have granted secured convertible notes, short term convertible notes and short term promissory notes, which have a total carrying amount of E58,278, 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, 2019: Fixed 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 169 (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 1,070 (5,6 ) 10% pa $ 0.034 N/A Eardley Holding A.G. 08/04/2011 E 268 (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. 11/14/2012 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 Eardley Holding A.G. 03/01/2017 E 230 (7 ) 2.5% pa Round Enterprises Ltd. 03/01/2017 E 920 (7 ) 2.5% pa Eardley Holding A.G. 10/18/2017 E 230 (7 ) 2.5% pa Round Enterprises Ltd. 10/18/2017 E 920 (7 ) 2.5% pa Eardley Holding A.G. 06/01/2018 E 160 (8 ) 2.5% pa Round Enterprises Ltd. 06/01/2018 E 640 (8 ) 2.5% pa Eardley Holding A.G. 11/10/2018 E 160 (8 ) 2.5% pa Round Enterprises Ltd. 11/10/2018 E 640 (8 ) 2.5% pa Eardley Holding A.G. 06/15/2019 E 120 (9 ) 2.5% pa Round Enterprises Ltd. 06/15/2019 E 480 (9 ) 2.5% pa Eardley Holding A.G. 12/20/2019 E 120 (10 ) 2.5% pa Round Enterprises Ltd. 12/20/2019 E 480 (10 ) 2.5% pa Total Short Term Principal Amounts E 32,884 Accrued Interest E 25,802 TOTAL LOANS AND NOTES E 58,686 (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 E1,840 and E460, respectively, with a 2.5% interest per annum and a maturity date of March 1, 2018. The first 50% of the promissory Notes of E920 and E230, respectively, were provided immediately. The second 50% of the promissory notes of E920 and E230, 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 E1,280 and E320 in two tranches, respectively, with a 2.5% interest per annum. The first tranche of the promissory Notes of E640 and E160, respectively, were provided immediately. The second tranche of the promissory notes of E640 and E160, 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 E600 with a 2.5% interest per annum. The promissory Notes of E480 and E120, 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, 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. (10) On December 20, 2019, Round Enterprises Ltd. and Eardley Holding AG each provided promissory Notes for a total of E600 with a 2.5% interest per annum. The promissory Notes of E480 and E120, 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. |
3. Leases
3. Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 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 E4 and is considered a short-term lease. The facility lease agreement for Leiden, The Netherlands, runs until March 31, 2020 and can be terminated with a six months' notice period. The related rent is paid monthly in the amount of E9. This lease is not considered short-term, however, the effect of recording the right to use asset and related liability are not material to the consolidated financial statements. The Company doesn't have any other operating lease for its research and development facilities, corporate headquarter, offices and equipment. |
4. Income Taxes
4. Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The reconciliation of income tax on loss computed at the federal statutory rates to income tax expense is as follows: 2019 2018 U.S. Federal statutory rates on net loss before income taxes E (879 ) E (876 ) Effect of foreign statutory rate differences (43 ) (43 ) Effect of exchange rate changes 39 (952 ) Expiration of net operating loss carry forwards 200 299 Permanent differences -- (24 ) Change in valuation allowance 705 1,615 Income tax provision E 22 E 19 All income tax expenses for the years ended December 31, 2019 and 2018 were related to current income taxes. Loss before provision for income taxes is composed of the following: 2019 2018 United States E 3,093 E 3,074 Switzerland 172 120 The Netherlands 900 958 Loss before provision E 4,165 E 4,152 Deferred tax asset is composed of the following: 2019 2018 Licenses capitalized for United States tax purposes E 217 E 295 Stock options 160 160 Foreign tax credit carry over 224 224 Net operating loss carry forwards United States 16,692 16,017 Switzerland 44 160 The Netherlands 1,131 907 18,468 17,763 Less valuation allowance for deferred tax asset (18,468 ) (17,763 ) Net deferred tax asset E -- E -- On December 22, 2017, “H.R.1”, formerly known as the “Tax Cuts and Jobs Act”, was signed into law. Among other items, H.R.1 reduces the federal corporate tax rate to 21% from the existing maximum rate of 35%, effective January 1, 2018. As a result, the Company revalued its net deferred tax asset at December 31, 2017 at the new lower tax rate resulting in a reduction to the value of the deferred tax asset. The Company's provision for income taxes was derived from U.S., Swiss, and Netherlands operations. At December 31, 2019, the Company had estimated net operating loss carry forwards which expire as follows: United States Switzerland The Netherlands 2020 493 114 251 2021 1,016 -- 629 2022 1,902 -- -- 2023 1,267 -- 43 2024 1,313 61 -- 2025-2037 66,404 -- 3,603 Perpetual 7,091 -- -- E 79,486 E 175 E 4,526 Net operating loss carryforwards in the United States may be subject to certain limitations under Section 382 of the Internal Revenue code. |
5. Stock Options
5. Stock Options | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
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 E2 and E13 for the years ended December 31, 2019 and 2018, 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, 2019 and 2018. As of December 31, 2019, no remaining options are unvested. 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, 2017 29,100,000 $ 0.02 to $0.19 $ 0.0364 Granted -- -- -- Exercised -- -- -- Expired/forfeited -- -- -- Outstanding, December 31, 2018 29,100,000 $ 0.02 to $0.19 $ 0.0364 Granted -- -- -- Exercised -- -- -- Expired/forfeited (2,350,000) -- -- Outstanding, December 31, 2018 26,750,000 $ 0.02 to $0.19 $ 0.0372 4.72 $ 762,066 Exercisable, December 31, 2019 26,750,000 $ 0.02 to $0.19 $ 0.0372 4.72 $ 762,066 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, 2019, 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 $ 0.19 1,000,000 0.5 $ 0.190 1,000,000 $ 0.190 $ 0.02 17,450,000 3.8 $ 0.020 17,450,000 $ 0.020 $ 0.023 8,300,000 5.3 $ 0.023 8,3000,000 $ 0.023 $ 0.02 - $ 0.19 26,750,000 $ 0.0273 26,750,000 $ 0.0273 During the year 2019 and 2018, no stock options were issued. As of December 31, 2019, 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. |
6. Commitments
6. Commitments | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Total rent expense per year was E150 for 2019 and E150 for 2018. 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 2022 with a six month notice as of September 30, 2021. |
7. Subsequent Events
7. Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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 2020. The Company’s partner for the oncology immunotherapy project in the Netherlands has decreased their laboratory experiments due to reduced operating hours in those facilities. While the Company considers this disruption to be temporary, continued disruption in this project will lead to delayed advances by the Company of its research and could negatively impact future revenue in fiscal year 2020 and the Company’s overall liquidity. 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 2020 and the Company’s overall liquidity. The Company is dependent on its partners in certain projects, like 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 2020 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 2020. |
1. The Company and Summary of_2
1. The Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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, 2019, 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 its license, collaboration and grant agreements. The Company is working on several research projects with commercial partners for immunotherapy in the fields of allergy and oncology. The allergy project is in collaboration with Anergis SA, for which the Company prepared virosome based vaccines which include Anergis peptides for treating birch pollen allergy. These formulations were tested in preclinical studies and compared to the Anergis earlier formulations. The success criteria were met and Anergis has now a time limited exclusive option to enter into a License and Collaboration Agreement with Mymetics for the use of virosomes in the field of allergies. During the last quarter of 2019, the Company received an amount of E111 related to the Amendment 3 of the Research and Option to License Agreement dated September 3rd, 2019. This revenue is fully recognized as the deliverables for the Stallergenes-Anergis study were met and Anergis paid for an extension of the option to execute the LCA. In October, 2019, Mymetics announced that Stallergenes Greer, a worldwide leader in Allergen Immunotherapy (AIT), and Anergis, started a new research study to evaluate the effects of the second generation virosome-based COP allergen immunotherapy in a therapeutic model of birch allergy in mice. Results are expected during the first quarter of 2020. In May 2019, the Company started a new NIH grant funded project to evaluate the HIV vaccine in a non-human primate study and prepare for clinical trials. Management believes that the Company’s research and development activities will result in valuable intellectual property that can generate significant revenues in the future through 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 E88,862 at December 31, 2019. Further, the Company’s current liabilities exceed its current assets by E57,921 as of December 31, 2019, and there is no assurance that cash will become available to pay current liabilities in the near term. The continued spread of COVID-19 and uncertain makret conditions may limit the Company’s ability to access capital. 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. |
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 assets and liabilities of its subsidiaries at the rate of exchange at the balance sheet date. Revenues and expenses of its subsidiaries 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 expenses in the consolidated statements of comprehensive loss. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. The Company's functional 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 | Effective January 1, 2018, the Company adopted Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers, using the modified retrospective method and there was no impact to financial position and results of operations as a result of the adoption. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity 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 entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity 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 assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Overall, adoption of the new standard did not result in an adjustment to amounts previously reported in our consolidated financial statements and there were no other significant changes impacting the timing or measurement of our revenue or our business processes and controls. 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. Grant Revenue - 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 project started on May 4, 2015, ended on November 2, 2018, with a total costs declared of E8,262 for the total project and E3,673 for Mymetics. Between May 2015 and February 2018, the Company received a total cash of E3,162, which represents 82% of the agreed grant amount. The final reports submitted in December 2018 to the EU was approved on February 7, 2019 and the final payment has been received on February 22, 2019. The final report for Mymetics SA submitted to SERI was approved on March 4, 2019 and the final payment received on March 19, 2019. This brings the total funding received to E3,693. NIH 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 8.85 million, with USD 1.94 million approved for the first year. The overall portion of the grant allocated to the Company is USD 5.93 million, with USD 1.19 million approved for the first year. It is co-led by Texas Biomed and the Company and includes sub-awards to the University of Louisiana at Lafayette, and the University of Virginia. For 2019, the Company recognized E542 of grant revenue from the NIH. First results are expected to be reported in 2020. 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 September 30, 2019, Mymetics has successfully produced the first set of virosome based vaccines and the NHPs have received two vaccinations. Other vaccinations are planned during the fourth quarter and in January 2020. The vaccine is created to induce protective mucosal antibodies acting as a frontline defense against sexual HIV transmission. This newly awarded grant from the NIH can continue some of the developments that were achieved during the European Horizon 2020 project. License Agreement – UPPERTON Ltd. On July 26, 2019 Mymetics and Upperton Ltd. signed a License Agreement (the “Agreement”) that sets out the rights and obligations of the two parties with respect to the development, manufacturing and exploitation of certain virus-like particles based vaccines (which includes virosomes) into solid (powder or tablet) form that are based on each party’s background or pre-existing intellectual property (“IP”) and the foreground IP rights or the IP that was developed by either party or both parties during the Maciviva project and could be developed during future collaborations. Under the terms of the Agreement Mymetics receives an exclusive and royalty free, worldwide license to use the Upperton background IP for the development, research, sale or in/out license for virus-like particle vaccines that use the foreground IP rights. All title, right and interest in and to all foreground IP rights vests in Mymetics for such development, research, sale or in/out license, and Mymetics is free to use and exploit such foreground IP rights. Mymetics has provided Upperton the non-exclusive license to manufacture virus-like particle based vaccines for third parties for indications other than respiratory viruses, certain allergies, HIV, malaria and chikungunya. For these foreground IP licenses, the parties have agreed to pay each other a certain low single digit percentage of revenues, license fees and royalties that each of the parties receives from their exploitation. No revenue has been received nor recognized during the year 2019. ANERGIS SA 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. The pre-defined success criteria were met and Anergis has now a time limited option to enter into an exclusive license agreement with Mymetics for the use of virosomes in the field of allergies. Should Anergis and Mymetics execute a License and Collaboration Agreement (LCA), Anergis would make an upfront payment to Mymetics in an amount that increases as the date of the LCA is executed. The LCA also includes milestone payments based on certain regulatory clearances and royalties for net sales. The contractual material had been delivered during the third quarter of the year 2018 and 100% of the agreed payments from the Research and Option to License Agreement has been received and fully recognized as revenue in Q3 2018. The LCA has not been executed as of the date this report has been filed. During the last quarter of 2019, the Company received an amount of E111 related to the Amendment 3 of the Research and Option to License Agreement dated September 3rd, 2019. This revenue is fully recognized as the deliverables for the Stallergenes-Anergis study were met and Anergis paid for an extension of the option to execute the LCA. As of December 31, 2019, the Company was engaged in the pre-clinical testing of some of its vaccine candidates and a commercially viable product is not expected for several more years. The Company is working on several research projects with commercial partners for immunotherapy in the fields of allergy and oncology. The allergy project is in collaboration with Anergis SA, for which the Company prepared virosome based vaccines which include Anergis peptides for treating birch pollen allergy. These formulations were tested successfully in preclinical studies and compared to the Anergis earlier clinical trial formulations. The success criteria were met in December 2018 and Anergis has now a time limited exclusive option to enter into a License and Collaboration Agreement (“LCA”) with Mymetics for the use of virosomes in the field of allergies. In October 2019 Anergis started a new evaluation study in collaboration with Stallergenes Greer SA, in which the Mymetics COP virosomes will be evaluated in a preclinical study. Anergis still has a time limited option to license the virosomes from Mymetics in the field of allergies that will require Anergis to raise funds from third parties to pay Mymetics the license fee under the terms of the License and Collaboration Agreement and the clinical development, and there is no certainty that Anergis will be able to do so. |
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, 2019 or 2018. The Company charges off receivables to the allowance when management determines that a receivable is not collectible. |
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 three years. |
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 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. 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. As of April 1, 2019 and December 31, 2019, the Company’s reporting unit had a negative carrying amount and was thus not required to test goodwill further for impairment. |
Leases | Policy from January 1, 2019: Effective January 1, 2019, the Company adopted 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 right-of- use ("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. Policy before January 1, 2019: For periods prior to the Company’s adoption of ASC 842 on January 1, 2019, the Company recognized leases as either an operating lease or a capital lease (finance lease). An operating lease records no asset or liability on the financial statements, the amount paid is expensed as incurred. A capital lease is recorded as both an asset and a liability on the Company’s Consolidated Balance Sheets, generally at the present value of the rental payments. The Company uses the guidance provided by FASB to determine if a lease should be capitalized, and if any one of the criteria for capitalization is met, the lease is treated as a capital lease. |
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, 2019 or 2018. The Company’s United States tax returns are open to audit for the years ended December 31, 2016 to 2019. The returns for the Swiss subsidiary, Mymetics S.A., are open to audit for the year ended December 31, 2019. The returns for the Netherlands subsidiaries, Bestewil B.V. and Mymetics B.V., are open to audit for the year ended December 31, 2019. |
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 years ended December 31, 2019 and 2018, 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, 2019, the weighted average number of shares was 303,757,622. For the same period, the total potential number of shares issuable of 693,981,278 includes 667,231,278 potential issuable shares related to convertible loans and 26,750,000 potential issuable shares related to outstanding not expired options granted to employees. For the year ended December 31, 2018, the weighted average number of shares was 303,757,622. For the same period, the total potential number of shares issuable of 659,783,442 includes 630,683,442 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, 2019 or 2018. 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 the fair value of the notes payable is reflecting the actual value reported for these instruments. Management believes that it is not practicable to estimate the fair value of the notes payable due to the conversion features and unique nature of these instruments. |
Concentrations | In 2019 and 2018, the Company derived 84% and 92% of revenue from the NIH grant project and the Horizon 2020 project, respectively. |
Recently Issued Accounting Standards | In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02, Leases: Topic 842 (ASU 2016-02), which replaces existing lease guidance. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use (ROU) assets and corresponding lease liabilities on the balance sheet. The new standard initially required application with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. In July 2018, this requirement was amended with the issuance of Accounting Standards Update No. 2018-11, Leases: Topic 842: Targeted Improvements (ASU 2018-11), which permits an additional (and optional) transition method to adopt the new leases standard. The Company adopted ASU 2016-02 and related ASUs, collectively ASC 842, on January 1, 2019 using the optional transition method. Consequently, periods before January 1, 2019 will continue to be reported in accordance with the prior accounting guidance, ASC 840, Leases. The Company elected the package of practical expedients, which permits the Company to retain prior conclusions about lease identification, lease classification and initial direct costs for leases that commenced before January 1, 2019. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. The Company also elected the practical expedient to combine lease and non-lease components for all of its leases. Adoption of ASC 842 did not affect the Company’s consolidated financial statements’ at January 1, 2019, as one of its leases is considered short-term and the other is not material to the consolidated financial statements. |
2. Transactions with Related _2
2. Transactions with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Notes and other loans | Fixed 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 169 (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 1,070 (5,6 ) 10% pa $ 0.034 N/A Eardley Holding A.G. 08/04/2011 E 268 (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. 11/14/2012 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 Eardley Holding A.G. 03/01/2017 E 230 (7 ) 2.5% pa Round Enterprises Ltd. 03/01/2017 E 920 (7 ) 2.5% pa Eardley Holding A.G. 10/18/2017 E 230 (7 ) 2.5% pa Round Enterprises Ltd. 10/18/2017 E 920 (7 ) 2.5% pa Eardley Holding A.G. 06/01/2018 E 160 (8 ) 2.5% pa Round Enterprises Ltd. 06/01/2018 E 640 (8 ) 2.5% pa Eardley Holding A.G. 11/10/2018 E 160 (8 ) 2.5% pa Round Enterprises Ltd. 11/10/2018 E 640 (8 ) 2.5% pa Eardley Holding A.G. 06/15/2019 E 120 (9 ) 2.5% pa Round Enterprises Ltd. 06/15/2019 E 480 (9 ) 2.5% pa Eardley Holding A.G. 12/20/2019 E 120 (10 ) 2.5% pa Round Enterprises Ltd. 12/20/2019 E 480 (10 ) 2.5% pa Total Short Term Principal Amounts E 32,884 Accrued Interest E 25,802 TOTAL LOANS AND NOTES E 58,686 (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 E1,840 and E460, respectively, with a 2.5% interest per annum and a maturity date of March 1, 2018. The first 50% of the promissory Notes of E920 and E230, respectively, were provided immediately. The second 50% of the promissory notes of E920 and E230, 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 E1,280 and E320 in two tranches, respectively, with a 2.5% interest per annum. The first tranche of the promissory Notes of E640 and E160, respectively, were provided immediately. The second tranche of the promissory notes of E640 and E160, 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 E600 with a 2.5% interest per annum. The promissory Notes of E480 and E120, 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, 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. (10) On December 20, 2019, Round Enterprises Ltd. and Eardley Holding AG each provided promissory Notes for a total of E600 with a 2.5% interest per annum. The promissory Notes of E480 and E120, 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. |
4. Income Taxes (Tables)
4. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of income taxes | 2019 2018 U.S. Federal statutory rates on net loss before income taxes E (879 ) E (876 ) Effect of foreign statutory rate differences (43 ) (43 ) Effect of exchange rate changes 39 (952 ) Expiration of net operating loss carry forwards 200 299 Permanent differences -- (24 ) Change in valuation allowance 705 1,615 Income tax provision E 22 E 19 |
Loss before provision for income taxes | 2019 2018 United States E 3,093 E 3,074 Switzerland 172 120 The Netherlands 900 958 Loss before provision E 4,165 E 4,152 |
Deferred tax assets | 2019 2018 Licenses capitalized for United States tax purposes E 217 E 295 Stock options 160 160 Foreign tax credit carry over 224 224 Net operating loss carry forwards United States 16,692 16,017 Switzerland 44 160 The Netherlands 1,131 907 18,468 17,763 Less valuation allowance for deferred tax asset (18,468 ) (17,763 ) Net deferred tax asset E -- E -- |
Operating loss carryforwards | United States Switzerland The Netherlands 2020 493 114 251 2021 1,016 -- 629 2022 1,902 -- -- 2023 1,267 -- 43 2024 1,313 61 -- 2025-2037 66,404 -- 3,603 Perpetual 7,091 -- -- E 79,486 E 175 E 4,526 |
5. Stock Options (Tables)
5. Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
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, 2017 29,100,000 $ 0.02 to $0.19 $ 0.0364 Granted -- -- -- Exercised -- -- -- Expired/forfeited -- -- -- Outstanding, December 31, 2018 29,100,000 $ 0.02 to $0.19 $ 0.0364 Granted -- -- -- Exercised -- -- -- Expired/forfeited (2,350,000) -- -- Outstanding, December 31, 2018 26,750,000 $ 0.02 to $0.19 $ 0.0372 4.72 $ 762,066 Exercisable, December 31, 2019 26,750,000 $ 0.02 to $0.19 $ 0.0372 4.72 $ 762,066 |
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 $ 0.19 1,000,000 0.5 $ 0.190 1,000,000 $ 0.190 $ 0.02 17,450,000 3.8 $ 0.020 17,450,000 $ 0.020 $ 0.023 8,300,000 5.3 $ 0.023 8,3000,000 $ 0.023 $ 0.02 - $ 0.19 26,750,000 $ 0.0273 26,750,000 $ 0.0273 |
1. The Company and Summary of_3
1. The Company and Summary of Significant Accounting Policies (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of shares | 303,757,622 | 303,757,622 |
Total potential number of shares issuable | 693,981,278 | 659,783,442 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Convertible Loans | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential number of shares issuable | 667,231,278 | 630,683,442 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential number of shares issuable | 26,750,000 | 29,100,000 |
2. Transactions with Related _3
2. Transactions with Related Parties (Details) - 12 months ended Dec. 31, 2019 € in Thousands | EUR (€) | $ / shares |
Total short term principal amounts | € 32,884 | |
Accrued interest | 25,802 | |
Total loans and notes | € 58,686 | |
Note 1 | ||
Issuance date | Jun. 23, 2006 | |
Principal amount | € 169 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | $ .10 | |
Fixed rate conversion | ||
Note 2 | ||
Issuance date | Oct. 1, 2007 | |
Principal amount | € 500 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | .50 | |
Fixed rate conversion | 1.4090 | |
Note 3 | ||
Issuance date | Dec. 10, 2007 | |
Principal amount | € 1,500 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | .50 | |
Fixed rate conversion | 1.4429 | |
Note 4 | ||
Issuance date | Jan. 22, 2008 | |
Principal amount | € 1,500 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | .50 | |
Fixed rate conversion | 1.4629 | |
Note 5 | ||
Issuance date | Apr. 25, 2008 | |
Principal amount | € 2,000 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | .50 | |
Fixed rate conversion | 1.5889 | |
Note 6 | ||
Issuance date | Jun. 30, 2008 | |
Principal amount | € 1,500 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | .50 | |
Fixed rate conversion | 1.5380 | |
Note 7 | ||
Issuance date | Nov. 17, 2008 | |
Principal amount | € 1,200 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | .50 | |
Fixed rate conversion | 1.2650 | |
Note 8 | ||
Issuance date | Feb. 6, 2009 | |
Principal amount | € 1,500 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | .50 | |
Fixed rate conversion | 1.2940 | |
Note 9 | ||
Issuance date | Jun. 15, 2009 | |
Principal amount | € 5,500 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | .80 | |
Fixed rate conversion | 1.4045 | |
Note 10 | ||
Issuance date | Jun. 15, 2009 | |
Principal amount | € 100 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | .80 | |
Fixed rate conversion | 1.4300 | |
Note 11 | ||
Issuance date | Aug. 3, 2009 | |
Principal amount | € 200 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | .80 | |
Fixed rate conversion | 1.4400 | |
Note 12 | ||
Issuance date | Oct. 13, 2009 | |
Principal amount | € 2,000 | |
Interest rate | 5.00% | |
Fixed conversion price | $ / shares | 0.25 | |
Fixed rate conversion | 1.4854 | |
Note 13 | ||
Issuance date | Dec. 18, 2009 | |
Principal amount | € 2,200 | |
Interest rate | 5.00% | |
Fixed conversion price | $ / shares | 0.25 | |
Fixed rate conversion | 1.4338 | |
Note 14 | ||
Issuance date | Aug. 4, 2011 | |
Principal amount | € 1,070 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | ||
Note 15 | ||
Issuance date | Aug. 4, 2011 | |
Principal amount | € 268 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | ||
Note 16 | ||
Issuance date | Nov. 8, 2011 | |
Principal amount | € 400 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | 1.3787 | |
Note 17 | ||
Issuance date | Nov. 8, 2011 | |
Principal amount | € 100 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | 1.3787 | |
Note 18 | ||
Issuance date | Feb. 10, 2012 | |
Principal amount | € 1,000 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | 1.3260 | |
Note 19 | ||
Issuance date | Feb. 14, 2012 | |
Principal amount | € 200 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | 1.3260 | |
Note 20 | ||
Issuance date | Apr. 19, 2012 | |
Principal amount | € 321 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | 1.3100 | |
Note 21 | ||
Issuance date | Apr. 19, 2012 | |
Principal amount | € 81 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | 1.3100 | |
Note 22 | ||
Issuance date | May 4, 2012 | |
Principal amount | € 480 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | 1.3152 | |
Note 23 | ||
Issuance date | May 4, 2012 | |
Principal amount | € 120 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | 1.3152 | |
Note 24 | ||
Issuance date | Sep. 3, 2012 | |
Principal amount | € 200 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | 1.2576 | |
Note 25 | ||
Issuance date | Sep. 3, 2012 | |
Principal amount | € 50 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | 1.2576 | |
Note 26 | ||
Issuance date | Nov. 14, 2012 | |
Principal amount | € 500 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | 1.2718 | |
Note 27 | ||
Issuance date | Dec. 6, 2012 | |
Principal amount | € 125 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | 1.3070 | |
Note 28 | ||
Issuance date | Jan. 16, 2013 | |
Principal amount | € 240 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | 1.3318 | |
Note 29 | ||
Issuance date | Jan. 16, 2013 | |
Principal amount | € 60 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | 1.3318 | |
Note 30 | ||
Issuance date | Mar. 25, 2013 | |
Principal amount | € 400 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.037 | |
Fixed rate conversion | 1.2915 | |
Note 31 | ||
Issuance date | Apr. 14, 2013 | |
Principal amount | € 150 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | 1.3056 | |
Note 32 | ||
Issuance date | Apr. 14, 2013 | |
Principal amount | € 600 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.034 | |
Fixed rate conversion | 1.3056 | |
Note 33 | ||
Issuance date | May 15, 2013 | |
Principal amount | € 170 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.037 | |
Fixed rate conversion | 1.2938 | |
Note 34 | ||
Issuance date | May 15, 2013 | |
Principal amount | € 680 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.037 | |
Fixed rate conversion | 1.2938 | |
Note 35 | ||
Issuance date | Jun. 24, 2013 | |
Principal amount | € 60 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.025 | |
Fixed rate conversion | 1.3340 | |
Note 36 | ||
Issuance date | Jun. 24, 2013 | |
Principal amount | € 240 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.025 | |
Fixed rate conversion | 1.3340 | |
Note 37 | ||
Issuance date | Aug. 5, 2013 | |
Principal amount | € 80 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | 0.018 | |
Fixed rate conversion | 1.3283 | |
Note 38 | ||
Issuance date | Aug. 5, 2013 | |
Principal amount | € 320 | |
Interest rate | 10.00% | |
Fixed conversion price | $ / shares | $ 0.018 | |
Fixed rate conversion | 1.3283 | |
Note 39 | ||
Issuance date | Mar. 1, 2017 | |
Principal amount | € 230 | |
Interest rate | 2.50% | |
Note 40 | ||
Issuance date | Mar. 1, 2017 | |
Principal amount | € 920 | |
Interest rate | 2.50% | |
Note 41 | ||
Issuance date | Oct. 18, 2017 | |
Principal amount | € 230 | |
Interest rate | 2.50% | |
Note 42 | ||
Issuance date | Oct. 18, 2017 | |
Principal amount | € 920 | |
Interest rate | 2.50% | |
Note 43 | ||
Issuance date | Jun. 1, 2018 | |
Principal amount | € 160 | |
Interest rate | 2.50% | |
Note 44 | ||
Issuance date | Jun. 1, 2018 | |
Principal amount | € 640 | |
Interest rate | 2.50% | |
Note 45 | ||
Issuance date | Nov. 10, 2018 | |
Principal amount | € 160 | |
Interest rate | 2.50% | |
Note 46 | ||
Issuance date | Nov. 10, 2018 | |
Principal amount | € 640 | |
Interest rate | 2.50% | |
Note 47 | ||
Issuance date | Jun. 15, 2019 | |
Principal amount | € 120 | |
Interest rate | 2.50% | |
Note 48 | ||
Issuance date | Jun. 15, 2019 | |
Principal amount | € 480 | |
Interest rate | 2.50% | |
Note 49 | ||
Issuance date | Dec. 20, 2019 | |
Principal amount | € 120 | |
Interest rate | 2.50% | |
Note 50 | ||
Issuance date | Dec. 20, 2019 | |
Principal amount | € 480 | |
Interest rate | 2.50% |
4. Income Taxes (Details)
4. Income Taxes (Details) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal statutory rates on net loss before income taxes | € (879) | € (876) |
Effect of foreign statutory rate differences | (43) | (43) |
Effect of exchange rate changes | 39 | (952) |
Expiration of net operating loss carry forwards | 200 | 299 |
Permanent differences | 0 | (24) |
Change in valuation allowance | 705 | 1,615 |
Income tax provision | € 22 | € 19 |
4. Income Taxes (Details 1)
4. Income Taxes (Details 1) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Loss before provision for income taxes | € 4,165 | € 4,153 |
United States | ||
Loss before provision for income taxes | 3,093 | 3,074 |
Switzerland | ||
Loss before provision for income taxes | 172 | 120 |
The Netherlands | ||
Loss before provision for income taxes | € 900 | € 958 |
4. Income Taxes (Details 2)
4. Income Taxes (Details 2) - EUR (€) € in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Licenses capitalized for United States tax purposes | € 217 | € 295 |
Stock options | 160 | 160 |
Foreign tax credit carry over | 224 | 224 |
Gross deferred tax asset | 18,468 | 17,763 |
Less valuation allowance for deferred tax asset | (18,468) | (17,763) |
Net deferred tax asset | 0 | 0 |
United States | ||
Net operating loss carry forwards | 16,692 | 16,017 |
Switzerland | ||
Net operating loss carry forwards | 44 | 160 |
The Netherlands | ||
Net operating loss carry forwards | € 1,131 | € 907 |
4. Income Taxes (Details 3)
4. Income Taxes (Details 3) € in Thousands | Dec. 31, 2019EUR (€) |
United States | |
Net operating loss carry forwards | € 79,486 |
United States | 2020 | |
Net operating loss carry forwards | 493 |
United States | 2021 | |
Net operating loss carry forwards | 1,016 |
United States | 2022 | |
Net operating loss carry forwards | 1,902 |
United States | 2023 | |
Net operating loss carry forwards | 1,267 |
United States | 2024 | |
Net operating loss carry forwards | 1,313 |
United States | 2025 - 2037 | |
Net operating loss carry forwards | 66,404 |
United States | Perpetual | |
Net operating loss carry forwards | 7,091 |
Switzerland | |
Net operating loss carry forwards | 175 |
Switzerland | 2020 | |
Net operating loss carry forwards | 114 |
Switzerland | 2021 | |
Net operating loss carry forwards | 0 |
Switzerland | 2022 | |
Net operating loss carry forwards | 0 |
Switzerland | 2023 | |
Net operating loss carry forwards | 0 |
Switzerland | 2024 | |
Net operating loss carry forwards | 61 |
Switzerland | 2025 - 2037 | |
Net operating loss carry forwards | 0 |
Switzerland | Perpetual | |
Net operating loss carry forwards | 0 |
The Netherlands | |
Net operating loss carry forwards | 4,526 |
The Netherlands | 2020 | |
Net operating loss carry forwards | 251 |
The Netherlands | 2021 | |
Net operating loss carry forwards | 629 |
The Netherlands | 2022 | |
Net operating loss carry forwards | 0 |
The Netherlands | 2023 | |
Net operating loss carry forwards | 43 |
The Netherlands | 2024 | |
Net operating loss carry forwards | 0 |
The Netherlands | 2025 - 2037 | |
Net operating loss carry forwards | 3,603 |
The Netherlands | Perpetual | |
Net operating loss carry forwards | € 0 |
5. Stock Options (Details)
5. Stock Options (Details) - EUR (€) € / shares in Units, € in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of options outstanding, beginning | 29,100,000 | 29,100,000 |
Granted | 0 | 0 |
Exercised | 0 | 0 |
Expired/forfeited | (2,350,000) | 0 |
Number of options outstanding, ending | 26,750,000 | 29,100,000 |
Number of options exercisable | 26,750,000 | |
Weighted average exercise price outstanding, beginning | € 0.0364 | € 0.0364 |
Granted | 0 | 0 |
Exercised | 0 | 0 |
Expired/forfeited | 0 | 0 |
Weighted average exercise price outstanding, ending | .0372 | 0.0364 |
Weighted average exercise price exercisable | € 0.0372 | |
Weighted average remaining contractual life outstanding | 4 years 8 months 19 days | |
Weighted average remaining contractual life exercisable | 4 years 8 months 19 days | |
Aggregate intrinsic value outstanding | € 762,066 | |
Aggregate intrinsic value exercisable | € 762,066 | |
Minimum | ||
Weighted average exercise price outstanding, beginning | € 0.02 | 0.02 |
Granted | ||
Exercised | ||
Expired/forfeited | ||
Weighted average exercise price outstanding, ending | 0.02 | 0.02 |
Weighted average exercise price exercisable | 0.02 | |
Maximum | ||
Weighted average exercise price outstanding, beginning | 0.19 | 0.19 |
Granted | ||
Exercised | ||
Expired/forfeited | ||
Weighted average exercise price outstanding, ending | 0.19 | € 0.19 |
Weighted average exercise price exercisable | € 0.19 |
5. Stock Options (Details 1)
5. Stock Options (Details 1) - € / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of options outstanding | 26,750,000 | 29,100,000 | 29,100,000 |
Weighted average remaining contractual life outstanding | 4 years 8 months 19 days | ||
Weighted average exercise price outstanding | € .0372 | € 0.0364 | € 0.0364 |
Number of options exercisable | 26,750,000 | ||
Weighted average exercise price exercisable | € 0.0372 | ||
$0.19 | |||
Number of options outstanding | 1,000,000 | ||
Weighted average remaining contractual life outstanding | 6 months | ||
Weighted average exercise price outstanding | € .190 | ||
Number of options exercisable | 1,000,000 | ||
Weighted average exercise price exercisable | € .190 | ||
$0.02 | |||
Number of options outstanding | 17,450,000 | ||
Weighted average remaining contractual life outstanding | 3 years 9 months 18 days | ||
Weighted average exercise price outstanding | € .020 | ||
Number of options exercisable | 17,450,000 | ||
Weighted average exercise price exercisable | € .020 | ||
0.023 | |||
Number of options outstanding | 8,300,000 | ||
Weighted average remaining contractual life outstanding | 5 years 3 months 18 days | ||
Weighted average exercise price outstanding | € .023 | ||
Number of options exercisable | 8,300,000 | ||
Weighted average exercise price exercisable | € .023 | ||
$0.02 - $0.19 | |||
Number of options outstanding | 26,750,000 | ||
Weighted average exercise price outstanding | € .0273 | ||
Number of options exercisable | 26,750,000 | ||
Weighted average exercise price exercisable | € .0273 |
6. Commitments (Details Narrati
6. Commitments (Details Narrative) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | € 150 | € 150 |