Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 11, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | MYMETICS CORPORATION | |
Entity Central Index Key | 0000927761 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 303,757,622 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-25132 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 25-1741849 | |
Entity Address Address Line 1 | c/o Ernie Stern | |
Entity Address Address Line 2 | 1101 Pennsylvania Avenue, N.W | |
Entity Address Address Line 3 | Suite 300 | |
Entity Address City Or Town | Washington D.C. | |
Entity Address Country | US | |
Entity Address Postal Zip Code | 20004 | |
City Area Code | 011 | |
Local Phone Number | 41 21 653 4535 | |
Security 12g Title | Common Stock, Par Value $0.01 per share | |
Trading Symbol | MYMX | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - EUR (€) € in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | € 401 | € 571 |
Accounts receivable | 58 | 15 |
Prepaid expenses | 138 | 87 |
Total current assets | 597 | 673 |
Rent deposit | 10 | 10 |
Property and equipment, net of accumulated depreciation of ?483 at September 30, 2022 and ?474 at December 31, 2021 | 30 | 39 |
Right-of-Use Asset | 159 | 239 |
Goodwill | 6,671 | 6,671 |
Total | 7,467 | 7,632 |
Current Liabilities | ||
Accounts payable | 48 | 47 |
Operating Lease Liability | 106 | 110 |
Non-convertible notes payable and related accrued interest to related parties | 10,151 | 8,790 |
Convertible notes payable and related accrued interest to related parties | 60,915 | 58,479 |
Total current liabilities | 71,220 | 67,426 |
Long Term Liabilities | ||
Debt-Principal Payable to the Federal Financing Bank | 176 | 162 |
Operating lease liability1 | 57 | 130 |
Total long-term liabilities | 233 | 292 |
Total liabilities | 71,453 | 67,718 |
Commitments and Contingencies (Note 3) | 0 | 0 |
Shareholders' Deficit | ||
Common stock, U.S. $0.01 par value; 1,200,000,000 shares authorized; issued and outstanding 303,757,622 at September 30, 2022 and at December 31, 2021 | 2,530 | 2,530 |
Preferred stock, U.S. $0.01 par value; 5,000,000 shares authorized; none-issued or Outstanding | 0 | 0 |
Additional paid-in capital | 34,443 | 34,443 |
Accumulated deficit | (101,648) | (97,750) |
Accumulated other comprehensive income | 689 | 691 |
Total shareholders' deficit | (63,986) | (60,086) |
Total liabilities and shareholders' deficit | € 7,467 | € 7,632 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - EUR (€) € in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Property and equipment, accumulated depreciation | € 483 | € 474 |
Common stock, par value | € 0.01 | € 0.01 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 |
Common stock, shares issued | 303,757,622 | 303,757,622 |
Common stock, shares outstanding | 303,757,622 | 303,757,622 |
Preferred stock, par value | € 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 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - EUR (€) € in Thousands, shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | ||||
Other | € 0 | € 0 | € 3 | € 0 |
Research and development1 | 0 | 0 | 0 | 3 |
Grants | 130 | 82 | 909 | 372 |
Revenue total | 130 | 82 | 912 | 375 |
Expenses | ||||
Research and development | 209 | 190 | 1,191 | 752 |
General and administrative | 320 | 260 | 979 | 828 |
Expenses total | 529 | 450 | 2,170 | 1,580 |
Operating Loss | (399) | (368) | (1,258) | (1,205) |
Interest expense | 703 | 688 | 2,096 | 2,057 |
Other (income) expense | 243 | 86 | 544 | 186 |
Loss before income tax provision | (1,345) | (1,142) | (3,898) | (3,448) |
Income tax provision | 0 | (11) | 0 | (53) |
Net Loss | (1,345) | (1,153) | (3,898) | (3,501) |
Other comprehensive income | ||||
Foreign currency translation adjustment | (7) | (5) | (2) | (12) |
Comprehensive loss | € (1,352) | € (1,158) | € (3,900) | € (3,513) |
Basic and dilutive earnings per share | € 0 | € 0 | € (0.01) | € (0.01) |
Weighted-average shares outstanding, basic and diluted | 303,757,622 | 303,757,622 | 303,757,622 | 303,757,622 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS DEFICIT (UNAUDITED) - EUR (€) € in Thousands, shares in Thousands | Total | Common Stock | APIC | Accumulated Deficit | Accumulated Other Comprehensive Income |
Balance, shares at Dec. 31, 2020 | 303,757,622 | ||||
Balance, amount at Dec. 31, 2020 | € (55,352) | € 2,530 | € 34,443 | € (93,020) | € 695 |
Net loss | (1,246) | 0 | 0 | (1,246) | 0 |
Translation adjustment | (8) | € 0 | 0 | 0 | (8) |
Balance, shares at Mar. 31, 2021 | 303,757,622 | ||||
Balance, amount at Mar. 31, 2021 | (56,606) | € 2,530 | 34,443 | (94,266) | 687 |
Balance, shares at Dec. 31, 2020 | 303,757,622 | ||||
Balance, amount at Dec. 31, 2020 | (55,352) | € 2,530 | 34,443 | (93,020) | 695 |
Net loss | (3,501) | ||||
Balance, shares at Sep. 30, 2021 | 303,757,622 | ||||
Balance, amount at Sep. 30, 2021 | (58,865) | € 2,530 | 34,443 | (96,521) | 683 |
Balance, shares at Mar. 31, 2021 | 303,757,622 | ||||
Balance, amount at Mar. 31, 2021 | (56,606) | € 2,530 | 34,443 | (94,266) | 687 |
Net loss | (1,102) | 0 | 0 | (1,102) | 0 |
Translation adjustment | 1 | € 0 | 0 | 0 | 1 |
Balance, shares at Jun. 30, 2021 | 303,757,622 | ||||
Balance, amount at Jun. 30, 2021 | (57,707) | € 2,530 | 34,443 | (95,368) | 688 |
Net loss | (1,153) | 0 | 0 | (1,153) | 0 |
Translation adjustment | (5) | € 0 | 0 | 0 | (5) |
Balance, shares at Sep. 30, 2021 | 303,757,622 | ||||
Balance, amount at Sep. 30, 2021 | (58,865) | € 2,530 | 34,443 | (96,521) | 683 |
Balance, shares at Dec. 31, 2021 | 303,757,622 | ||||
Balance, amount at Dec. 31, 2021 | (60,086) | € 2,530 | 34,443 | (97,750) | 691 |
Net loss | (1,211) | 0 | 0 | (1,211) | 0 |
Translation adjustment | 7 | € 0 | 0 | 0 | 7 |
Balance, shares at Mar. 31, 2022 | 303,757,622 | ||||
Balance, amount at Mar. 31, 2022 | (61,290) | € 2,530 | 34,443 | (98,961) | 698 |
Balance, shares at Dec. 31, 2021 | 303,757,622 | ||||
Balance, amount at Dec. 31, 2021 | (60,086) | € 2,530 | 34,443 | (97,750) | 691 |
Net loss | (3,898) | ||||
Balance, shares at Sep. 30, 2022 | 303,757,622 | ||||
Balance, amount at Sep. 30, 2022 | (63,986) | € 2,530 | 34,443 | (101,648) | 689 |
Balance, shares at Mar. 31, 2022 | 303,757,622 | ||||
Balance, amount at Mar. 31, 2022 | (61,290) | € 2,530 | 34,443 | (98,961) | 698 |
Net loss | (1,342) | 0 | 0 | (1,342) | 0 |
Translation adjustment | (2) | € 0 | 0 | 0 | (2) |
Balance, shares at Jun. 30, 2022 | 303,757,622 | ||||
Balance, amount at Jun. 30, 2022 | (62,634) | € 2,530 | 34,443 | (100,303) | 696 |
Net loss | (1,345) | ||||
Translation adjustment | (7) | 0 | 0 | 0 | (7) |
Net loss | (1,345) | € 0 | 0 | (1,345) | 0 |
Balance, shares at Sep. 30, 2022 | 303,757,622 | ||||
Balance, amount at Sep. 30, 2022 | € (63,986) | € 2,530 | € 34,443 | € (101,648) | € 689 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - EUR (€) € in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flow from Operating Activities | ||
Net loss | € (3,898) | € (3,501) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 11 | 14 |
Changes in operating assets and liabilities | ||
Receivables | (43) | 39 |
Accrued interest on convertible notes payable | 2,436 | 2,083 |
Accrued interest on non-convertible notes payable | 161 | 136 |
Accounts payable | 1 | 0 |
Deferred grant | 0 | 13 |
Other | (34) | (43) |
Net cash used in operating activities | (1,366) | (1,259) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (2) | (10) |
Net cash used in investing activities | (2) | (10) |
Cash Flows from Financing Activities | ||
Proceeds from borrowing on-line of credit with federal bank | 0 | 0 |
Proceeds from issuance of non-convertible notes | 1,200 | 1,200 |
Net cash provided by financing activities | 1,200 | 1,200 |
Effect on foreign exchange rate on cash | (2) | (12) |
Net change in cash | (170) | (81) |
Cash, beginning of period | 571 | 1,083 |
Cash, end of period | 401 | 1,002 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for taxes | € 0 | € (48) |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
The Company and Summary of Significant Accounting Policies | |
The Company and Summary of Significant Accounting Policies | Note 1. The Company and Summary of Significant Accounting Policies BASIS OF PRESENTATION AND GOING CONCERN The amounts in the notes are shown in thousands of EURO, unless otherwise noted, and rounded to the nearest thousand except for share and per share amounts. The accompanying interim period condensed consolidated financial statements of Mymetics Corporation (the "Company") set forth herein have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and regulations. The interim period condensed consolidated financial statements should be read together with the audited financial statements and the accompanying notes included in the Company's latest annual report on Form 10-K for the fiscal year ended December 31, 2021. The accompanying financial statements of the Company are unaudited. However, in the opinion of the Company, the unaudited condensed consolidated financial statements contained herein contain all adjustments necessary to present a fair statement of the results of the interim periods presented. All adjustments made during the three and nine-month period ending September 30, 2022 were of a normal and recurring nature. The Company was created for the purpose of engaging in vaccine research and development. Its main research efforts in the beginning have been concentrated in the prevention and treatment of the AIDS virus and malaria. The Company has established a network which enables it to work with education centers, research centers, pharmaceutical laboratories and biotechnology companies. Besides the HIV and malaria vaccine candidates, the Company additionally has generated preclinical data for the following vaccines: Herpes Simplex and Respiratory Syncytial Virus (“RSV”), neither of which is currently being developed. The company also has clinical data for an intranasal influenza vaccine for the elderly which has finished a Phase I clinical trial and is currently on hold. As of September 30, 2022, the Company is working on several research projects for immunotherapy in the field oncology and for some infectious diseases with academic partners. Since April 2020, the Company has additionally started to work on the development of an intranasal virosome-based vaccine to prevent Covid-19, the disease caused by the SARS-CoV-2 virus. For the Covid-19 vaccine candidates, the Company is collaborating with leading academic institutions, such as Baylor College of Medicine in Texas, the Amsterdam Medical Center (AMC) of the University of Amsterdam in the Netherlands and the University Hospital in Bern, Switzerland. As of September 30, 2022, the Company was engaged in the pre-clinical testing of some of its vaccine candidates, but a commercially viable product is not expected for several more years. However, the Company generated some revenue through collaboration and grant agreements. These consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced negative cash flows from operations and significant losses since inception resulting in an accumulated deficit of €101,648 at September 30, 2022. Further, the Company’s current liabilities exceed its current assets by €70,623 as of September 30, 2022, and there is no assurance that cash will become available to pay current liabilities in the near term. Management is seeking additional financing but there can be no assurance that management will be successful in any of those efforts. These conditions raise substantial doubt about our ability to continue as a going concern within one year from the issuance of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. LEASES 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. IMPACT OF THE NOVEL CORONAVIRUS 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 COVID-19 pandemic has continued to evolve. Although at this date the restrictive measures and impacts are reduced due to the role out of vaccination programs, the extent to which the outbreak impacts our business, preclinical studies and clinical trials will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, emergence of new variants, the duration of the pandemic, travel restrictions and social distancing, business closures or business disruptions and the effectiveness of actions taken in the U.S., Europe, and other countries to contain and treat the disease. 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 has taken measures in-line with the country requirements where we are operating, and we are 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 2022. The Company is dependent on its workforce to deliver and advance its research. Developments such as physical distancing and working from home directives have and will continue to impact the Company’s ability to deploy its workforce effectively. While restrictions are being lifted across the world, prolonged workforce disruptions may negatively impact future revenues for the remainder of fiscal year 2022 and the Company’s overall liquidity. The Company is dependent on its partners in certain projects, such as the University of Louisiana at Lafayette (“ULL”) for the NIH funded project to maintain the agreed timelines and execute their tasks. Developments such as social distancing and shelter-in-place directives and lock-down directives have and will continue to impact the Company’s ability to execute on project plans and research objectives effectively. While expected to be temporary, prolonged disruptions in collaboration projects may negatively impact funding for the fiscal year 2022 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 for the fiscal year 2022. CORONAVIRUS AID, RELIEF AND ECONOMIC SECURITY ACT On March 27, 2020, the U.S. Government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act includes various income and payroll tax provisions. The Company has analyzed the tax provisions of the CARES Act and determined they have no significant financial impact to the condensed financial statements. The Company has no intention of taking advantage of other benefits provided by the CARES Act but will continue to evaluate the impact on the Company’s financial position. PRINCIPLES OF CONSOLIDATION The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated. NEW ACCOUNTING PRONOUNCEMENT In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, ASU 2020-06 simplifies accounting for the issuance of convertible instruments by removing major separation models required under current GAAP. In addition, the ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share (EPS) calculation in certain areas. ASU 2020-06 will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, beginning in fiscal years which begin after December 15, 2020. The FASB has specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company is currently evaluating the impact of the pending adoption of this new standard on its consolidated financial statements. FOREIGN CURRENCY TRANSLATION The Company translates non-Euro assets and liabilities of its subsidiaries at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the period. Unrealized gains or losses from these translations are reported as a separate component of comprehensive income. Transaction gains or losses are included in foreign exchange (gain) loss in the consolidated statements of comprehensive loss. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. The Company's reporting currency is the Euro because substantially all of the Company's activities are conducted in Europe. CASH The Company consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. Cash deposits are occasionally in excess of insured amounts. 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. 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” (“NIH Grant”). The project started on May 1, 2019 and is planned for five years. It was initially co-led by Texas Biomed, but due to the move of Dr. Ruth Ruprecht, the Co-Principal Investigator, to the University of Louisiana at Lafayette (“ULL”) at the end of 2019, ULL has become the co-lead with Mymetics for this project. The overall budget related to the project is US$8,850 with US$1,940 approved for the first year, US$1,856 approved for the second year, and US$1,720 for the third year. In April 2022, the Company filed a report to the NIH in collaboration with ULL, to validate funds for the fourth year of the ongoing HIV project (May 2022 to April 2023). The funds for the fourth year were approved in May 2022 with a total budget of US$ 1,616. The amounts mentioned in the following statements are purely related to the Company and not to the other partners in the project: The overall portion of the grant allocated to the Company is US$5,930, with US$1,190 approved for the first year, US$1,052 for the second year, US$ 1,078 for the third year and US$1,328 approved in May 2022 for the fourth year. The cost incurred and granted under the sub-award with Texas Biomed for the period of May to December 2019 was US$547 (€542). The sub-award contract between ULL and the Company for the period of January 2020 to April 2021, was signed for a total budget of US$870 and US$1,078 for the period May 2021 to April 2022. The total grant revenue incurred as of today is US$2,796 (€2,511), of which US$971 (€909) has been incurred during the nine-months ended September 30, 2022. First results are expected to be reported in 2023. 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, 2022, Mymetics has successfully produced five sets of virosome based vaccines and the NHPs have received two intramuscular vaccinations and three intranasal vaccinations in two different studies. The vaccinations were well tolerated. These studies are ongoing. The vaccine is created to induce protective mucosal antibodies acting as a frontline defense against sexual HIV transmission. This awarded grant from the NIH will allow the Company to continue some of the developments that were achieved during the European Horizon 2020 project. In February 2022, Mymetics announced the publication of results in Frontiers in Immunology title: “Cooperation between Systemic and Mucosal Antibodies Induced by Virosomal Vaccines Targeting HIV-1 Env: Protection of Indian Rhesus Macaques against Mucosal SHIV challenges”. Option to License Agreement – ANERGIS SA In April 2018 Mymetics engaged in a Research and Option to License Agreement with Anergis SA. Under the agreement, a mice proof-of-concept immunogenicity study evaluated the effects of the Bet v 1 COPs (Anergis’ proprietary birch pollen allergy peptides) using the five subcutaneous injection schedules used in former AllerT clinical trials. The development of AllerT (Bet v 1 COPs plus aluminum hydroxide) was discontinued by Anergis in 2017 following completion of a Phase 2 clinical trial showing evidence of sensitization to the peptides and a 7% reduction in seasonal allergy symptoms vs placebo (p=0.0047). In the mice study, AllerT was compared to Bet v 1 COPs linked to Mymetics’ virosomes (the “Bet v 1 COP-virosomes”). In December 2018 Anergis and Mymetics reported that the administration of AllerT led to the development of Bet v 1 specific IgEs (p<0.001) associated with a more pronounced TH2 than TH1 response. In contrast, in the mice receiving the Bet v 1 COP-virosomes, no development of Bet v 1 specific IgEs were observed (p<0.001 vs AllerT). With the same dose of Bet v 1 COPs, there was a strong boost of immunogenicity with a TH1 antibody response, which was a hundred times greater than with aluminum hydroxide (p<0.001). The Bet v 1 COP-virosomes were well tolerated. The success criteria were met and Anergis had a time limited option to enter into an exclusive license agreement with Mymetics for the use of virosomes in the field of allergies. In October 2019, Mymetics announced that Anergis SA started a new study with Stallergenes Greer SA whereby the COP-Virosomes were tested in the therapeutic mouse model of birch allergy in comparison with positive controls, i.e., birch allergen and birch pollen extract. This model has been confirmed as having predictive value towards the future clinical efficacy of new AIT treatment candidates. In May 2020, Mymetics announced the results of the study with Stallergenes Greer, a worldwide leader in allergen immunotherapy (AIT) and Anergis, a leader in ultra-fast AIT research and development. The results showed that a treatment with COP-virosomes was able to cure allergic asthma in birch pollen sensitized mice and that the COP-virosomes were significantly superior to the COP or the virosome alone, confirming the synergy between COP and virosomes to foster an improved second-generation AIT treatment. In January 2021, following the two successful studies with its virosome platform, Mymetics announced the acceptance of its joint publication in the scientific journal Clinical & Experimental Allergy with Stallergenes Greer SA and Anergis SA, with the title: Bet v 1 contiguous overlapping peptides anchored to virosomes with TLR4 agonist enhance immunotherapy efficacy in mice. As of February 1, 2021, Anergis SA has entered into liquidation since it was not able to raise sufficient funds to continue to operate. As of June 17, 2022, Anergis SA has entered into bankruptcy proceedings. 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 September 30, 2022 or December 31, 2021. The Company writes off receivables to the allowance when management determines that a receivable is not collectible. The Company may retain a security interest in the products sold. PROPERTY AND EQUIPMENT Property and equipment is recorded at cost and is depreciated over its estimated useful life on straight-line basis from the date placed in service. Estimated useful lives are usually taken as three years. 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 it’s carrying amount. After assessing qualitative factors, the Company determined that no further testing was necessary. If further testing was necessary, the Company would determine the fair value of each reporting unit and compare the fair value to the reporting unit’s carrying amount. The Company has one reporting unit. RESEARCH AND DEVELOPMENT Research and development costs are expensed as incurred. WITHHOLDING TAXES On March 10, 2021, the Swiss Federal tax administration conducted a withholding tax audit on Mymetics SA’s financial statements for the years 2015 to 2019. At the end of the tax audit, the tax inspector concluded that a portion of the intercompany interest expenses related to the subordinated loan from Mymetics Corporation to Mymetics SA could be considered as a hidden dividend distribution and therefore subject to Swiss withholding tax. The tax inspector encouraged the Company to file the relevant Swiss withholding tax forms to benefit from the double tax treaty between Switzerland and the United States. All required documentation has been sent, assessed and approved by the Swiss Federal tax administration. The portion of the intercompany interest expenses related to the subordinated loan from Mymetics Corporation to Mymetics SA is considered as a hidden dividend distribution and therefore subject to Swiss withholding tax at a reduced tax rate of 5% and based on the double tax treaty in force between Switzerland and the United State of America. All required tax declaration forms have been filed and the related withholding tax amounts have been accounted for as of December 31, 2021. 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 September 30, 2022 nor December 31, 2021. The Company’s United States tax returns are open to audit for the years ended December 31, 2015 to 2019. The returns for the Swiss subsidiary, Mymetics S.A., are open to audit for the year ended December 31, 2021. The returns for the Netherlands subsidiaries, Bestewil B.V. and Mymetics B.V., are open to audit for the year ended December 31, 2021. 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 period. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. For the periods ended September 30, 2022 and 2021, options and convertible debt were not included in the computation of diluted earnings per share because their effect would be anti-dilutive due to net losses incurred under the treasury stock method. For the three and nine months ended September 30, 2022, the basic weighted and diluted average number of shares was 303,757,622. The total potential number of shares issuable of 793,630,391 at September 30, 2022 includes 767,880,391 potential issuable shares related to convertible loans, and 25,750,000 potential issuable shares related to outstanding stock options granted to employees. For the three and nine months ended September 30, 2021, the basic weighted and diluted average number of shares was 303,757,622. The total potential number of shares issuable of 757,030,713 at September 30, 2021 includes 731,280,713 potential issuable shares related to convertible loans, and 25,750,000 potential issuable shares related to outstanding stock options granted to employees. PREFERRED STOCK The Company has authorized 5,000,000 shares of preferred stock that may be issued in several series with varying dividend, conversion and voting rights. No preferred shares are issued or outstanding at September 30, 2022 or December 31, 2021. 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, accounts receivable, and accounts payable, approximates their fair value based on the short-term nature of these financial instruments. Management believes the fair value of the note’s payable is reflecting the actual value reported for these instruments. CONCENTRATIONS The Company derived 100% and 99% of grant revenue for the nine-month periods ended September 30, 2022 and 2021, from one grantor, respectively. For the period ended December 31, 2021, the Company derived 95% of grant revenue from one partner. RELATED PARTY TRANSACTIONS Mr. Ernest M. Stern, the Company’s outside U.S. counsel, is both a director of the Company and is a partner in Culhane Meadows PLLC, the firm retained as legal counsel by the Company. The Company incurred professional fees to the counsel's law firms totaling €10 and €6 for the three months ended September 30, 2022 and 2021 respectively; and €40 and €17 for the nine months ended September 30, 2022 and 2021, respectively. Two of the Company’s major shareholders have granted secured convertible notes and short-term convertible notes and promissory notes, which have a total carrying amount of €70,603 including interest due as of September 30, 2022. Conversion prices on the Euro-denominated convertible debt have been fixed to a fixed Euro/US dollar exchange rate. |
Debt Financing
Debt Financing | 9 Months Ended |
Sep. 30, 2022 | |
Debt Financing | |
Debt Financing | Note 2. Debt Financing Certain principal shareholders have granted the Company secured convertible notes (in accordance with the Uniform Commercial Code in the State of Delaware), short term convertible notes and other short-term notes, which have a total carrying value of €71,066 including interest due to date. Interest incurred on these notes since inception has been added to the principal amounts. The details of the convertible notes and loans are as follows at September 30, 2022: Fixed Conversion Rate Lender 1st-Issue Principal Duration Interest Price EUR/USD Price Date Amount (Note) Rate (stated) Conversion Eardley Holding A.G. (1) 06/23/2006 € 194 (2 ) 10% pa $ 0.10 N/A Anglo Irish Bank S.A.(3) 10/21/2007 € 500 (2 ) 10% pa $ 0.50 1.4090 Round Enterprises Ltd. 12/10/2007 € 1,500 (2 ) 10% pa $ 0.50 1.4429 Round Enterprises Ltd. 01/22/2008 € 1,500 (2 ) 10% pa $ 0.50 1.4629 Round Enterprises Ltd. 04/25/2008 € 2,000 (2 ) 10% pa $ 0.50 1.5889 Round Enterprises Ltd. 06/30/2008 € 1,500 (2 ) 10% pa $ 0.50 1.5380 Round Enterprises Ltd. 11/18/2008 € 1,200 (2 ) 10% pa $ 0.50 1.2650 Round Enterprises Ltd. 02/09/2009 € 1,500 (2 ) 10% pa $ 0.50 1.2940 Round Enterprises Ltd. 06/15/2009 € 5,500 (2,4 ) 10% pa $ 0.80 1.4045 Eardley Holding A.G. 06/15/2009 € 100 (2,4 ) 10% pa $ 0.80 1.4300 Von Meyenburg 08/03/2009 € 200 (2 ) 10% pa $ 0.80 1.4400 Round Enterprises Ltd. 10/13/2009 € 2,000 (2 ) 5% pa $ 0.25 1.4854 Round Enterprises Ltd. 12/18/2009 € 2,200 (2 ) 5% pa $ 0.25 1.4338 Round Enterprises Ltd. 08/04/2011 € 1,225 (5,6 ) 10% pa $ 0.034 N/A Eardley Holding A.G. 08/04/2011 € 306 (5,6 ) 10% pa $ 0.034 N/A Round Enterprises Ltd. 11/08/2011 € 400 (6 ) 10% pa $ 0.034 1.3787 Eardley Holding A.G. 11/08/2011 € 100 (6 ) 10% pa $ 0.034 1.3787 Round Enterprises Ltd. 02/10/2012 € 1,000 (6 ) 10% pa $ 0.034 1.3260 Eardley Holding A.G. 02/14/2012 € 200 (6 ) 10% pa $ 0.034 1.3260 Round Enterprises Ltd. 04/19/2012 € 322 (6 ) 10% pa $ 0.034 1.3100 Eardley Holding A.G. 04/19/2012 € 80 (6 ) 10% pa $ 0.034 1.3100 Round Enterprises Ltd. 05/04/2012 € 480 (6 ) 10% pa $ 0.034 1.3152 Eardley Holding A.G. 05/04/2012 € 120 (6 ) 10% pa $ 0.034 1.3152 Round Enterprises Ltd. 09/03/2012 € 200 (6 ) 10% pa $ 0.034 1.2576 Eardley Holding A.G. 09/03/2012 € 50 (6 ) 10% pa $ 0.034 1.2576 Round Enterprises Ltd. 11/14/2012 € 500 (6 ) 10% pa $ 0.034 1.2718 Eardley Holding A.G. 12/06/2012 € 125 (6 ) 10% pa $ 0.034 1.3070 Round Enterprises Ltd. 01/16/2013 € 240 (6 ) 10% pa $ 0.034 1.3318 Eardley Holding A.G. 01/16/2013 € 60 (6 ) 10% pa $ 0.034 1.3318 Round Enterprises Ltd. 03/25/2013 € 400 (6 ) 10% pa $ 0.037 1.2915 Eardley Holding A.G. 04/14/2013 € 150 (6 ) 10% pa $ 0.034 1.3056 Round Enterprises Ltd. 04/14/2013 € 600 (6 ) 10% pa $ 0.034 1.3056 Eardley Holding A.G. 05/15/2013 € 170 (6 ) 10% pa $ 0.037 1.2938 Round Enterprises Ltd. 05/15/2013 € 680 (6 ) 10% pa $ 0.037 1.2938 Eardley Holding A.G. 06/24/2013 € 60 (6 ) 10% pa $ 0.025 1.3340 Round Enterprises Ltd. 06/24/2013 € 240 (6 ) 10% pa $ 0.025 1.3340 Eardley Holding A.G. 08/05/2013 € 80 (6 ) 10% pa $ 0.018 1.3283 Round Enterprises Ltd. 08/05/2013 € 320 (6 ) 10% pa $ 0.018 1.3283 Eardley Holding A.G. 03/01/2017 € 230 (7 ) 2.5% pa N/A N/A Round Enterprises Ltd. 03/01/2017 € 920 (7 ) 2.5% pa N/A N/A Eardley Holding A.G. 10/18/2017 € 230 (7 ) 2.5% pa N/A N/A Round Enterprises Ltd. 10/18/2017 € 920 (7 ) 2.5% pa N/A N/A Eardley Holding A.G. 06/01/2018 € 160 (8 ) 2.5% pa N/A N/A Round Enterprises Ltd. 06/01/2018 € 640 (8 ) 2.5% pa N/A N/A Eardley Holding A.G. 11/10/2018 € 160 (8 ) 2.5% pa N/A N/A Round Enterprises Ltd. 11/10/2018 € 640 (8 ) 2.5% pa N/A N/A Eardley Holding A.G. 06/15/2019 € 120 (9 ) 2.5% pa N/A N/A Round Enterprises Ltd. 06/15/2019 € 480 (9 ) 2.5% pa N/A N/A Eardley Holding A.G. 12/20/2019 € 120 (10 ) 2.5% pa N/A N/A Round Enterprises Ltd. 12/20/2019 € 480 (10 ) 2.5% pa N/A N/A Eardley Holding AG 06/15/2020 € 220 (11 ) 2.5% pa N/A N/A Round Enterprises Ltd. 06/15/2020 € 880 (11 ) 2.5% pa N/A N/A Eardley Holding AG 12/15/2020 € 170 (12 ) 2.5% pa N/A N/A Round Enterprises Ltd. 12/15/2020 € 680 (12 ) 2.5% pa N/A N/A Eardley Holding AG 08/15/2021 € 240 (13 ) 2.5% pa N/A N/A Round Enterprises Ltd. 08/15/2021 € 960 (13 ) 2.5% pa N/A N/A Eardley Holding AG 04/30/2022 € 120 (14 ) 2.5% pa N/A N/A Round Enterprises Ltd. 04/30/2022 € 480 (14 ) 2.5% pa N/A N/A Eardley Holding AG 08/15/2022 € 120 (14 ) 2.5% pa N/A N/A Round Enterprises Ltd. 08/15/2022 € 480 (14 ) 2.5% pa N/A N/A Total Short Term Principal Amounts € 37,452 Accrued Interest € 33,614 TOTAL LOANS AND NOTES € 71,066 (1) Private investment company of Dr. Thomas Staehelin, member of the Board of Directors and of the Audit Committee of the Company. Face value is stated in U.S. dollars at $190. (2) This maturity date is automatically prolonged for periods of three months, unless called for repayment. (3) Renamed Hyposwiss Private Bank Genève S.A. and acting on behalf of Round Enterprises Ltd. which is a major shareholder. (4) The loan is secured against 2/3rds of the IP assets of Bestewil Holding BV and against all property of the Company. (5) The face values of the loans are stated in U.S. dollars at $1,200 and $300, respectively. (6) This maturity date is automatically prolonged for periods of three months, unless called for repayment. The conversion price per share is determined by the lower of (i) reducing by 10% the price per share of the Company’s common stock paid by the investors in connection with an investment in the Company of not less than US$20,000, or (ii) at the fixed conversion price using a fixed exchange rate which are noted in the table above. The convertible note holder has the right to convert at any time prior to the maturity date, at the convertible note holder’s option, prior to the repayment of the outstanding balance under the note by the Company, to convert the unpaid outstanding principal balance and accrued interest, in whole or in part, into common stock at the fixed conversion price as stated in the contract. (7) On March 1, 2017, Round Enterprises Ltd. and Eardley Holding AG each provided two promissory Notes for a total of €1,840 and €460, respectively, with a 2.5% interest per annum and a maturity date of March 1, 2018. The first 50% of the promissory Notes of €920 and €230, respectively, were provided immediately. The second 50% of the promissory notes of €920 and €230, respectively, were provided on October 18, 2017, with a 2.5% interest per annum and a maturity date of October 18, 2018. Both Round Enterprises Ltd. And Eardley Holding AG have agreed to amend the maturity date of these promissory notes to follow the same terms of the other convertible loans. Therefore, the maturity date of the promissory notes is amended to be the later of (i) June 30, 2018, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes. The amendments were accounted for as modifications in the consolidated financial statements. (8) On June 1, 2018, Round Enterprises Ltd. and Eardley Holding AG each provided two promissory Notes for a total of €1,280 and €320 in two tranches, respectively, with a 2.5% interest per annum. The first tranche of the promissory Notes of €640 and €160, respectively, were provided immediately. The second tranche of the promissory notes of €640 and €160, respectively, were provided on November 10, 2018, with a 2.5% interest per annum. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) June 30, 2019, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes. (9) On June 15, 2019, Round Enterprises Ltd. and Eardley Holding AG each provided promissory Notes for a total of €600 with a 2.5% interest per annum. The promissory Notes of €480 and €120, respectively, were provided immediately. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) December 31, 2020, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes. (10) On December 20, 2019, Round Enterprises Ltd. and Eardley Holding AG each provided promissory Notes for a total of €600 with a 2.5% interest per annum. The promissory Notes of €480 and €120, respectively, were provided immediately. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) June 30, 2020, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes. (11) On June 15, 2020, Round Enterprises Ltd. and Eardley Holding AG each provided promissory Notes for a total of €1,100 with a 2.5% interest per annum. The promissory Notes of €880 and €220, respectively, were provided immediately. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) September 30, 2020, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes. (12) On December 15, 2020, Round Enterprises Ltd. and Eardley Holding AG each provided promissory Notes for a total of €850 with a 2.5% interest per annum. The promissory Notes of €680 and €170, respectively, were provided immediately. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) March 31, 2021, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes. (13) On August 15, 2021, Round Enterprises Ltd. and Eardley Holding AG each provided promissory Notes for a total of €1,200 with a 2.5% interest per annum. The promissory Notes of €960 and €240, respectively, were provided immediately. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) December 31, 2021, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes. (14) On April 30, 2022, Round Enterprises Ltd. and Eardley Holding AG each provided two promissory Notes for a total of €960 and €240 in two tranches, respectively, with a 2.5% interest per annum. The first tranche of the promissory Notes of €480 and €120, respectively, were provided immediately. The second tranche of the promissory notes of €480 and €120, respectively, has been provided on August 15, 2022, 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) September 30, 2022, 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. On April 2, 2020, the Swiss entity, Mymetics SA, received a federal credit line of Chf168 (€156) in relation with the Covid-19 pandemic. This credit line applies for five years and is fully guaranteed by the Swiss Confederation via guaranteed organizations. The interest rate is currently at 0 percent until March 31, 2021. The Swiss Confederation has the right to adjust the interest rate to the market rate. The first revision took place as of April 1, 2021, but no modification was applied. A first amortization installment of €14 is due on October 3, 2022. The next amortization of €14 will be due on March 31, 2023. The entire loan should be fully amortized by September 30, 2027. Certain of the secured convertible notes have conversion features that should be bifurcated from the debt and recorded at fair value; however, as of September 30, 2022, and December 31, 2021, the probability of the conversion features being exercised was zero. For this reason, the conversion features are not required to be bifurcated from the debt as the fair value is zero at September 30, 2022, and December 31, 2021. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2022 | |
Commitments | |
Commitments | Note 3. Commitments The facility lease agreement for Epalinges, Switzerland, is automatically renewed month by month with a notice period of three months. The related rent is paid monthly in the amount of €4 and is considered a short-term lease. As the term is less than twelve months, the lease is outside of the scope of ASC 842 and not accounted for on the balance sheet due to the Company’s policy elections. The facility lease agreement for Leiden, The Netherlands, runs until March 31, 2024, and can be terminated with a six month notice as of September 30, 2023. The related rent is paid monthly in the amount of €9. The Company does not have any other operating lease for its research and development facilities, corporate headquarter, offices and equipment. |
The Company and Summary of Si_2
The Company and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
The Company and Summary of Significant Accounting Policies | |
BASIS OF PRESENTATION AND GOING CONCERN | The amounts in the notes are shown in thousands of EURO, unless otherwise noted, and rounded to the nearest thousand except for share and per share amounts. The accompanying interim period condensed consolidated financial statements of Mymetics Corporation (the "Company") set forth herein have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and regulations. The interim period condensed consolidated financial statements should be read together with the audited financial statements and the accompanying notes included in the Company's latest annual report on Form 10-K for the fiscal year ended December 31, 2021. The accompanying financial statements of the Company are unaudited. However, in the opinion of the Company, the unaudited condensed consolidated financial statements contained herein contain all adjustments necessary to present a fair statement of the results of the interim periods presented. All adjustments made during the three and nine-month period ending September 30, 2022 were of a normal and recurring nature. The Company was created for the purpose of engaging in vaccine research and development. Its main research efforts in the beginning have been concentrated in the prevention and treatment of the AIDS virus and malaria. The Company has established a network which enables it to work with education centers, research centers, pharmaceutical laboratories and biotechnology companies. Besides the HIV and malaria vaccine candidates, the Company additionally has generated preclinical data for the following vaccines: Herpes Simplex and Respiratory Syncytial Virus (“RSV”), neither of which is currently being developed. The company also has clinical data for an intranasal influenza vaccine for the elderly which has finished a Phase I clinical trial and is currently on hold. As of September 30, 2022, the Company is working on several research projects for immunotherapy in the field oncology and for some infectious diseases with academic partners. Since April 2020, the Company has additionally started to work on the development of an intranasal virosome-based vaccine to prevent Covid-19, the disease caused by the SARS-CoV-2 virus. For the Covid-19 vaccine candidates, the Company is collaborating with leading academic institutions, such as Baylor College of Medicine in Texas, the Amsterdam Medical Center (AMC) of the University of Amsterdam in the Netherlands and the University Hospital in Bern, Switzerland. As of September 30, 2022, the Company was engaged in the pre-clinical testing of some of its vaccine candidates, but a commercially viable product is not expected for several more years. However, the Company generated some revenue through collaboration and grant agreements. These consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced negative cash flows from operations and significant losses since inception resulting in an accumulated deficit of €101,648 at September 30, 2022. Further, the Company’s current liabilities exceed its current assets by €70,623 as of September 30, 2022, and there is no assurance that cash will become available to pay current liabilities in the near term. Management is seeking additional financing but there can be no assurance that management will be successful in any of those efforts. These conditions raise substantial doubt about our ability to continue as a going concern within one year from the issuance of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
LEASES | 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. |
IMPACT OF THE NOVEL CORONAVIRUS | 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 COVID-19 pandemic has continued to evolve. Although at this date the restrictive measures and impacts are reduced due to the role out of vaccination programs, the extent to which the outbreak impacts our business, preclinical studies and clinical trials will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, emergence of new variants, the duration of the pandemic, travel restrictions and social distancing, business closures or business disruptions and the effectiveness of actions taken in the U.S., Europe, and other countries to contain and treat the disease. 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 has taken measures in-line with the country requirements where we are operating, and we are 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 2022. The Company is dependent on its workforce to deliver and advance its research. Developments such as physical distancing and working from home directives have and will continue to impact the Company’s ability to deploy its workforce effectively. While restrictions are being lifted across the world, prolonged workforce disruptions may negatively impact future revenues for the remainder of fiscal year 2022 and the Company’s overall liquidity. The Company is dependent on its partners in certain projects, such as the University of Louisiana at Lafayette (“ULL”) for the NIH funded project to maintain the agreed timelines and execute their tasks. Developments such as social distancing and shelter-in-place directives and lock-down directives have and will continue to impact the Company’s ability to execute on project plans and research objectives effectively. While expected to be temporary, prolonged disruptions in collaboration projects may negatively impact funding for the fiscal year 2022 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 for the fiscal year 2022. |
CORONAVIRUS AID, RELIEF AND ECONOMIC SECURITY ACT | On March 27, 2020, the U.S. Government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act includes various income and payroll tax provisions. The Company has analyzed the tax provisions of the CARES Act and determined they have no significant financial impact to the condensed financial statements. The Company has no intention of taking advantage of other benefits provided by the CARES Act but will continue to evaluate the impact on the Company’s financial position. |
PRINCIPLES OF CONSOLIDATION | The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated. |
NEW ACCOUNTING PRONOUNCEMENT | In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, ASU 2020-06 simplifies accounting for the issuance of convertible instruments by removing major separation models required under current GAAP. In addition, the ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share (EPS) calculation in certain areas. ASU 2020-06 will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, beginning in fiscal years which begin after December 15, 2020. The FASB has specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company is currently evaluating the impact of the pending adoption of this new standard on its consolidated financial statements. |
FOREIGN CURRENCY TRANSLATION | The Company translates non-Euro assets and liabilities of its subsidiaries at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the period. Unrealized gains or losses from these translations are reported as a separate component of comprehensive income. Transaction gains or losses are included in foreign exchange (gain) loss in the consolidated statements of comprehensive loss. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. The Company's reporting currency is the Euro because substantially all of the Company's activities are conducted in Europe. |
CASH | The Company consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. Cash deposits are occasionally in excess of insured amounts. |
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. |
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” (“NIH Grant”). The project started on May 1, 2019 and is planned for five years. It was initially co-led by Texas Biomed, but due to the move of Dr. Ruth Ruprecht, the Co-Principal Investigator, to the University of Louisiana at Lafayette (“ULL”) at the end of 2019, ULL has become the co-lead with Mymetics for this project. The overall budget related to the project is US$8,850 with US$1,940 approved for the first year, US$1,856 approved for the second year, and US$1,720 for the third year. In April 2022, the Company filed a report to the NIH in collaboration with ULL, to validate funds for the fourth year of the ongoing HIV project (May 2022 to April 2023). The funds for the fourth year were approved in May 2022 with a total budget of US$ 1,616. The amounts mentioned in the following statements are purely related to the Company and not to the other partners in the project: The overall portion of the grant allocated to the Company is US$5,930, with US$1,190 approved for the first year, US$1,052 for the second year, US$ 1,078 for the third year and US$1,328 approved in May 2022 for the fourth year. The cost incurred and granted under the sub-award with Texas Biomed for the period of May to December 2019 was US$547 (€542). The sub-award contract between ULL and the Company for the period of January 2020 to April 2021, was signed for a total budget of US$870 and US$1,078 for the period May 2021 to April 2022. The total grant revenue incurred as of today is US$2,796 (€2,511), of which US$971 (€909) has been incurred during the nine-months ended September 30, 2022. First results are expected to be reported in 2023. 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, 2022, Mymetics has successfully produced five sets of virosome based vaccines and the NHPs have received two intramuscular vaccinations and three intranasal vaccinations in two different studies. The vaccinations were well tolerated. These studies are ongoing. The vaccine is created to induce protective mucosal antibodies acting as a frontline defense against sexual HIV transmission. This awarded grant from the NIH will allow the Company to continue some of the developments that were achieved during the European Horizon 2020 project. In February 2022, Mymetics announced the publication of results in Frontiers in Immunology title: “Cooperation between Systemic and Mucosal Antibodies Induced by Virosomal Vaccines Targeting HIV-1 Env: Protection of Indian Rhesus Macaques against Mucosal SHIV challenges”. |
Option to License Agreement ANERGIS SA | In April 2018 Mymetics engaged in a Research and Option to License Agreement with Anergis SA. Under the agreement, a mice proof-of-concept immunogenicity study evaluated the effects of the Bet v 1 COPs (Anergis’ proprietary birch pollen allergy peptides) using the five subcutaneous injection schedules used in former AllerT clinical trials. The development of AllerT (Bet v 1 COPs plus aluminum hydroxide) was discontinued by Anergis in 2017 following completion of a Phase 2 clinical trial showing evidence of sensitization to the peptides and a 7% reduction in seasonal allergy symptoms vs placebo (p=0.0047). In the mice study, AllerT was compared to Bet v 1 COPs linked to Mymetics’ virosomes (the “Bet v 1 COP-virosomes”). In December 2018 Anergis and Mymetics reported that the administration of AllerT led to the development of Bet v 1 specific IgEs (p<0.001) associated with a more pronounced TH2 than TH1 response. In contrast, in the mice receiving the Bet v 1 COP-virosomes, no development of Bet v 1 specific IgEs were observed (p<0.001 vs AllerT). With the same dose of Bet v 1 COPs, there was a strong boost of immunogenicity with a TH1 antibody response, which was a hundred times greater than with aluminum hydroxide (p<0.001). The Bet v 1 COP-virosomes were well tolerated. The success criteria were met and Anergis had a time limited option to enter into an exclusive license agreement with Mymetics for the use of virosomes in the field of allergies. In October 2019, Mymetics announced that Anergis SA started a new study with Stallergenes Greer SA whereby the COP-Virosomes were tested in the therapeutic mouse model of birch allergy in comparison with positive controls, i.e., birch allergen and birch pollen extract. This model has been confirmed as having predictive value towards the future clinical efficacy of new AIT treatment candidates. In May 2020, Mymetics announced the results of the study with Stallergenes Greer, a worldwide leader in allergen immunotherapy (AIT) and Anergis, a leader in ultra-fast AIT research and development. The results showed that a treatment with COP-virosomes was able to cure allergic asthma in birch pollen sensitized mice and that the COP-virosomes were significantly superior to the COP or the virosome alone, confirming the synergy between COP and virosomes to foster an improved second-generation AIT treatment. In January 2021, following the two successful studies with its virosome platform, Mymetics announced the acceptance of its joint publication in the scientific journal Clinical & Experimental Allergy with Stallergenes Greer SA and Anergis SA, with the title: Bet v 1 contiguous overlapping peptides anchored to virosomes with TLR4 agonist enhance immunotherapy efficacy in mice. As of February 1, 2021, Anergis SA has entered into liquidation since it was not able to raise sufficient funds to continue to operate. As of June 17, 2022, Anergis SA has entered into bankruptcy proceedings. |
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 September 30, 2022 or December 31, 2021. The Company writes off receivables to the allowance when management determines that a receivable is not collectible. The Company may retain a security interest in the products sold. |
PROPERTY AND EQUIPMENT | Property and equipment is recorded at cost and is depreciated over its estimated useful life on straight-line basis from the date placed in service. Estimated useful lives are usually taken as three years. |
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 it’s carrying amount. After assessing qualitative factors, the Company determined that no further testing was necessary. If further testing was necessary, the Company would determine the fair value of each reporting unit and compare the fair value to the reporting unit’s carrying amount. The Company has one reporting unit. |
RESEARCH AND DEVELOPMENT | Research and development costs are expensed as incurred. |
WITHHOLDING TAXES | On March 10, 2021, the Swiss Federal tax administration conducted a withholding tax audit on Mymetics SA’s financial statements for the years 2015 to 2019. At the end of the tax audit, the tax inspector concluded that a portion of the intercompany interest expenses related to the subordinated loan from Mymetics Corporation to Mymetics SA could be considered as a hidden dividend distribution and therefore subject to Swiss withholding tax. The tax inspector encouraged the Company to file the relevant Swiss withholding tax forms to benefit from the double tax treaty between Switzerland and the United States. All required documentation has been sent, assessed and approved by the Swiss Federal tax administration. The portion of the intercompany interest expenses related to the subordinated loan from Mymetics Corporation to Mymetics SA is considered as a hidden dividend distribution and therefore subject to Swiss withholding tax at a reduced tax rate of 5% and based on the double tax treaty in force between Switzerland and the United State of America. All required tax declaration forms have been filed and the related withholding tax amounts have been accounted for as of December 31, 2021. |
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 September 30, 2022 nor December 31, 2021. The Company’s United States tax returns are open to audit for the years ended December 31, 2015 to 2019. The returns for the Swiss subsidiary, Mymetics S.A., are open to audit for the year ended December 31, 2021. The returns for the Netherlands subsidiaries, Bestewil B.V. and Mymetics B.V., are open to audit for the year ended December 31, 2021. |
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 period. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. For the periods ended September 30, 2022 and 2021, options and convertible debt were not included in the computation of diluted earnings per share because their effect would be anti-dilutive due to net losses incurred under the treasury stock method. For the three and nine months ended September 30, 2022, the basic weighted and diluted average number of shares was 303,757,622. The total potential number of shares issuable of 793,630,391 at September 30, 2022 includes 767,880,391 potential issuable shares related to convertible loans, and 25,750,000 potential issuable shares related to outstanding stock options granted to employees. For the three and nine months ended September 30, 2021, the basic weighted and diluted average number of shares was 303,757,622. The total potential number of shares issuable of 757,030,713 at September 30, 2021 includes 731,280,713 potential issuable shares related to convertible loans, and 25,750,000 potential issuable shares related to outstanding stock options granted to employees. |
PREFERRED STOCK | The Company has authorized 5,000,000 shares of preferred stock that may be issued in several series with varying dividend, conversion and voting rights. No preferred shares are issued or outstanding at September 30, 2022 or December 31, 2021. |
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, accounts receivable, and accounts payable, approximates their fair value based on the short-term nature of these financial instruments. Management believes the fair value of the note’s payable is reflecting the actual value reported for these instruments. |
CONCENTRATIONS | The Company derived 100% and 99% of grant revenue for the nine-month periods ended September 30, 2022 and 2021, from one grantor, respectively. For the period ended December 31, 2021, the Company derived 95% of grant revenue from one partner. |
RELATED PARTY TRANSACTIONS | Mr. Ernest M. Stern, the Company’s outside U.S. counsel, is both a director of the Company and is a partner in Culhane Meadows PLLC, the firm retained as legal counsel by the Company. The Company incurred professional fees to the counsel's law firms totaling €10 and €6 for the three months ended September 30, 2022 and 2021 respectively; and €40 and €17 for the nine months ended September 30, 2022 and 2021, respectively. Two of the Company’s major shareholders have granted secured convertible notes and short-term convertible notes and promissory notes, which have a total carrying amount of €70,603 including interest due as of September 30, 2022. Conversion prices on the Euro-denominated convertible debt have been fixed to a fixed Euro/US dollar exchange rate. |
Debt Financing (Tables)
Debt Financing (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Financing | |
Convertible notes, loans and contingent liabilities | Fixed Conversion Rate Lender 1st-Issue Principal Duration Interest Price EUR/USD Price Date Amount (Note) Rate (stated) Conversion Eardley Holding A.G. (1) 06/23/2006 € 194 (2 ) 10% pa $ 0.10 N/A Anglo Irish Bank S.A.(3) 10/21/2007 € 500 (2 ) 10% pa $ 0.50 1.4090 Round Enterprises Ltd. 12/10/2007 € 1,500 (2 ) 10% pa $ 0.50 1.4429 Round Enterprises Ltd. 01/22/2008 € 1,500 (2 ) 10% pa $ 0.50 1.4629 Round Enterprises Ltd. 04/25/2008 € 2,000 (2 ) 10% pa $ 0.50 1.5889 Round Enterprises Ltd. 06/30/2008 € 1,500 (2 ) 10% pa $ 0.50 1.5380 Round Enterprises Ltd. 11/18/2008 € 1,200 (2 ) 10% pa $ 0.50 1.2650 Round Enterprises Ltd. 02/09/2009 € 1,500 (2 ) 10% pa $ 0.50 1.2940 Round Enterprises Ltd. 06/15/2009 € 5,500 (2,4 ) 10% pa $ 0.80 1.4045 Eardley Holding A.G. 06/15/2009 € 100 (2,4 ) 10% pa $ 0.80 1.4300 Von Meyenburg 08/03/2009 € 200 (2 ) 10% pa $ 0.80 1.4400 Round Enterprises Ltd. 10/13/2009 € 2,000 (2 ) 5% pa $ 0.25 1.4854 Round Enterprises Ltd. 12/18/2009 € 2,200 (2 ) 5% pa $ 0.25 1.4338 Round Enterprises Ltd. 08/04/2011 € 1,225 (5,6 ) 10% pa $ 0.034 N/A Eardley Holding A.G. 08/04/2011 € 306 (5,6 ) 10% pa $ 0.034 N/A Round Enterprises Ltd. 11/08/2011 € 400 (6 ) 10% pa $ 0.034 1.3787 Eardley Holding A.G. 11/08/2011 € 100 (6 ) 10% pa $ 0.034 1.3787 Round Enterprises Ltd. 02/10/2012 € 1,000 (6 ) 10% pa $ 0.034 1.3260 Eardley Holding A.G. 02/14/2012 € 200 (6 ) 10% pa $ 0.034 1.3260 Round Enterprises Ltd. 04/19/2012 € 322 (6 ) 10% pa $ 0.034 1.3100 Eardley Holding A.G. 04/19/2012 € 80 (6 ) 10% pa $ 0.034 1.3100 Round Enterprises Ltd. 05/04/2012 € 480 (6 ) 10% pa $ 0.034 1.3152 Eardley Holding A.G. 05/04/2012 € 120 (6 ) 10% pa $ 0.034 1.3152 Round Enterprises Ltd. 09/03/2012 € 200 (6 ) 10% pa $ 0.034 1.2576 Eardley Holding A.G. 09/03/2012 € 50 (6 ) 10% pa $ 0.034 1.2576 Round Enterprises Ltd. 11/14/2012 € 500 (6 ) 10% pa $ 0.034 1.2718 Eardley Holding A.G. 12/06/2012 € 125 (6 ) 10% pa $ 0.034 1.3070 Round Enterprises Ltd. 01/16/2013 € 240 (6 ) 10% pa $ 0.034 1.3318 Eardley Holding A.G. 01/16/2013 € 60 (6 ) 10% pa $ 0.034 1.3318 Round Enterprises Ltd. 03/25/2013 € 400 (6 ) 10% pa $ 0.037 1.2915 Eardley Holding A.G. 04/14/2013 € 150 (6 ) 10% pa $ 0.034 1.3056 Round Enterprises Ltd. 04/14/2013 € 600 (6 ) 10% pa $ 0.034 1.3056 Eardley Holding A.G. 05/15/2013 € 170 (6 ) 10% pa $ 0.037 1.2938 Round Enterprises Ltd. 05/15/2013 € 680 (6 ) 10% pa $ 0.037 1.2938 Eardley Holding A.G. 06/24/2013 € 60 (6 ) 10% pa $ 0.025 1.3340 Round Enterprises Ltd. 06/24/2013 € 240 (6 ) 10% pa $ 0.025 1.3340 Eardley Holding A.G. 08/05/2013 € 80 (6 ) 10% pa $ 0.018 1.3283 Round Enterprises Ltd. 08/05/2013 € 320 (6 ) 10% pa $ 0.018 1.3283 Eardley Holding A.G. 03/01/2017 € 230 (7 ) 2.5% pa N/A N/A Round Enterprises Ltd. 03/01/2017 € 920 (7 ) 2.5% pa N/A N/A Eardley Holding A.G. 10/18/2017 € 230 (7 ) 2.5% pa N/A N/A Round Enterprises Ltd. 10/18/2017 € 920 (7 ) 2.5% pa N/A N/A Eardley Holding A.G. 06/01/2018 € 160 (8 ) 2.5% pa N/A N/A Round Enterprises Ltd. 06/01/2018 € 640 (8 ) 2.5% pa N/A N/A Eardley Holding A.G. 11/10/2018 € 160 (8 ) 2.5% pa N/A N/A Round Enterprises Ltd. 11/10/2018 € 640 (8 ) 2.5% pa N/A N/A Eardley Holding A.G. 06/15/2019 € 120 (9 ) 2.5% pa N/A N/A Round Enterprises Ltd. 06/15/2019 € 480 (9 ) 2.5% pa N/A N/A Eardley Holding A.G. 12/20/2019 € 120 (10 ) 2.5% pa N/A N/A Round Enterprises Ltd. 12/20/2019 € 480 (10 ) 2.5% pa N/A N/A Eardley Holding AG 06/15/2020 € 220 (11 ) 2.5% pa N/A N/A Round Enterprises Ltd. 06/15/2020 € 880 (11 ) 2.5% pa N/A N/A Eardley Holding AG 12/15/2020 € 170 (12 ) 2.5% pa N/A N/A Round Enterprises Ltd. 12/15/2020 € 680 (12 ) 2.5% pa N/A N/A Eardley Holding AG 08/15/2021 € 240 (13 ) 2.5% pa N/A N/A Round Enterprises Ltd. 08/15/2021 € 960 (13 ) 2.5% pa N/A N/A Eardley Holding AG 04/30/2022 € 120 (14 ) 2.5% pa N/A N/A Round Enterprises Ltd. 04/30/2022 € 480 (14 ) 2.5% pa N/A N/A Eardley Holding AG 08/15/2022 € 120 (14 ) 2.5% pa N/A N/A Round Enterprises Ltd. 08/15/2022 € 480 (14 ) 2.5% pa N/A N/A Total Short Term Principal Amounts € 37,452 Accrued Interest € 33,614 TOTAL LOANS AND NOTES € 71,066 |
The Company and Summary of Si_3
The Company and Summary of Significant Accounting Policies (Details Narrative) - EUR (€) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Accumulated deficit | € (101,648,000) | € (101,648,000) | € (97,750,000) | ||
Current liabilities exceeding current assets | € 70,623 | € 70,623 | |||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||
Potentially shares issuable | 793,630,391 | 757,030,713 | |||
Potentially shares issuable convertible loans | 767,880,391 | 731,280,713 | |||
Sub award grant revenue USD | € 971 | ||||
Sub award grant revenue euro | 909 | ||||
Sub award project cost USD | 2,796 | ||||
Sub award project cost euro | € 2,511 | ||||
Basic weighted and diluted | 303,757,622 | 303,757,622 | 303,757,622 | 303,757,622 | |
Professional fees | € 10 | € 6 | € 40 | € 17 | |
Carrying amount | € 70,603 | ||||
Budget description | The overall budget related to the project is US$8,850 with US$1,940 approved for the first year, US$1,856 approved for the second year, and US$1,720 for the third year. In April 2022, the Company filed a report to the NIH in collaboration with ULL, to validate funds for the fourth year of the ongoing HIV project (May 2022 to April 2023). The funds for the fourth year were approved in May 2022 with a total budget of US$ 1,616. | ||||
Grant allocated description | The amounts mentioned in the following statements are purely related to the Company and not to the other partners in the project: The overall portion of the grant allocated to the Company is US$5,930, with US$1,190 approved for the first year, US$1,052 for the second year, US$ 1,078 for the third year and US$1,328 approved in May 2022 for the fourth year. | ||||
Grant Revenue [Member] | |||||
Concentration risk percentage | 100% | 99% | |||
First Year [Member] | |||||
Sub award project cost USD | € 547 | ||||
Sub award project cost euro | 542 | ||||
Second Year [Member] | |||||
Sub award project cost USD | 870 | ||||
Third Year [Member] | |||||
Sub award project cost USD | € 1,078 | ||||
Stock Option [Member] | |||||
Potentially shares issuable | 25,750,000 | 25,750,000 |
Debt Financing (Details)
Debt Financing (Details) € / shares in Units, € in Thousands | 9 Months Ended |
Sep. 30, 2022 EUR (€) € / shares | |
Total short term principal amounts | € 37,452 |
Accrued interest | 33,614 |
Total loans and notes | € 71,066 |
Note 1 [Member] | |
Issuance date | 06/23/2006 |
Interest rate | 10% |
Principal amount | € 194 |
Conversion price | € / shares | € 0.10 |
Note 2 [Member] | |
Issuance date | 10/21/2007 |
Interest rate | 10% |
Principal amount | € 500 |
Conversion price | € / shares | € 0.50 |
Fixed rate conversion | 1.4090 |
Note 3 [Member] | |
Issuance date | 12/10/2007 |
Interest rate | 10% |
Principal amount | € 1,500 |
Conversion price | € / shares | € 0.50 |
Fixed rate conversion | 1.4429 |
Note 4 [Member] | |
Issuance date | 01/22/2008 |
Interest rate | 10% |
Principal amount | € 1,500 |
Conversion price | € / shares | € 0.50 |
Fixed rate conversion | 1.4629 |
Note 5 [Member] | |
Issuance date | 04/25/2008 |
Interest rate | 10% |
Principal amount | € 2,000 |
Conversion price | € / shares | € 0.50 |
Fixed rate conversion | 1.5889 |
Note 6 [Member] | |
Issuance date | 06/30/2008 |
Interest rate | 10% |
Principal amount | € 1,500 |
Conversion price | € / shares | € 0.50 |
Fixed rate conversion | 1.5380 |
Note 7 [Member] | |
Issuance date | 11/18/2008 |
Interest rate | 10% |
Principal amount | € 1,200 |
Conversion price | € / shares | € 0.50 |
Fixed rate conversion | 1.2650 |
Note 8 [Member] | |
Issuance date | 02/09/2009 |
Interest rate | 10% |
Principal amount | € 1,500 |
Conversion price | € / shares | € 0.50 |
Fixed rate conversion | 1.2940 |
Note 9 [Member] | |
Issuance date | 06/15/2009 |
Interest rate | 10% |
Principal amount | € 5,500 |
Conversion price | € / shares | € 0.80 |
Fixed rate conversion | 1.4045 |
Note 10 [Member] | |
Issuance date | 06/15/2009 |
Interest rate | 10% |
Principal amount | € 100 |
Conversion price | € / shares | € 0.80 |
Fixed rate conversion | 1.4300 |
Note 11 [Member] | |
Issuance date | 08/03/2009 |
Interest rate | 10% |
Principal amount | € 200 |
Conversion price | € / shares | € 0.80 |
Fixed rate conversion | 1.4400 |
Note 12 [Member] | |
Issuance date | 10/13/2009 |
Interest rate | 5% |
Principal amount | € 2,000 |
Conversion price | € / shares | € 0.25 |
Fixed rate conversion | 1.4854 |
Note 13 [Member] | |
Issuance date | 12/18/2009 |
Interest rate | 5% |
Principal amount | € 2,200 |
Conversion price | € / shares | € 0.25 |
Fixed rate conversion | 1.4338 |
Note 14 [Member] | |
Issuance date | 08/04/2011 |
Interest rate | 10% |
Principal amount | € 1,225 |
Conversion price | € / shares | € 0.034 |
Note 15 [Member] | |
Issuance date | 08/04/2011 |
Interest rate | 10% |
Principal amount | € 306 |
Conversion price | € / shares | € 0.034 |
Note 16 [Member] | |
Issuance date | 11/08/2011 |
Interest rate | 10% |
Principal amount | € 400 |
Conversion price | € / shares | € 0.034 |
Fixed rate conversion | 1.3787 |
Note 17 [Member] | |
Issuance date | 11/08/2011 |
Interest rate | 10% |
Principal amount | € 100 |
Conversion price | € / shares | € 0.034 |
Fixed rate conversion | 1.3787 |
Note 18 [Member] | |
Issuance date | 02/10/2012 |
Interest rate | 10% |
Principal amount | € 1,000 |
Conversion price | € / shares | € 0.034 |
Fixed rate conversion | 1.3260 |
Note 19 [Member] | |
Issuance date | 02/14/2012 |
Interest rate | 10% |
Principal amount | € 200 |
Conversion price | € / shares | € 0.034 |
Fixed rate conversion | 1.3260 |
Note 20 [Member] | |
Issuance date | 04/19/2012 |
Interest rate | 10% |
Principal amount | € 322 |
Conversion price | € / shares | € 0.034 |
Fixed rate conversion | 1.3100 |
Note 21 [Member] | |
Issuance date | 04/19/2012 |
Interest rate | 10% |
Principal amount | € 80 |
Conversion price | € / shares | € 0.034 |
Fixed rate conversion | 1.3100 |
Note 22 [Member] | |
Issuance date | 05/04/2012 |
Interest rate | 10% |
Principal amount | € 480 |
Conversion price | € / shares | € 0.034 |
Fixed rate conversion | 1.3152 |
Note 23 [Member] | |
Issuance date | 05/04/2012 |
Interest rate | 10% |
Principal amount | € 120 |
Conversion price | € / shares | € 0.034 |
Fixed rate conversion | 1.3152 |
Note 24 [Member] | |
Issuance date | 09/03/2012 |
Interest rate | 10% |
Principal amount | € 200 |
Conversion price | € / shares | € 0.034 |
Fixed rate conversion | 1.2576 |
Note 25 [Member] | |
Issuance date | 09/03/2012 |
Interest rate | 10% |
Principal amount | € 50 |
Conversion price | € / shares | € 0.034 |
Fixed rate conversion | 1.2576 |
Note 26 [Member] | |
Issuance date | 11/14/2012 |
Interest rate | 10% |
Principal amount | € 500 |
Conversion price | € / shares | € 0.034 |
Fixed rate conversion | 1.2718 |
Note 27 [Member] | |
Issuance date | 12/06/2012 |
Interest rate | 10% |
Principal amount | € 125 |
Conversion price | € / shares | € 0.034 |
Fixed rate conversion | 1.3070 |
Note 28 [Member] | |
Issuance date | 01/16/2013 |
Interest rate | 10% |
Principal amount | € 240 |
Conversion price | € / shares | € 0.034 |
Fixed rate conversion | 1.3318 |
Note 29 [Member] | |
Issuance date | 01/16/2013 |
Interest rate | 10% |
Principal amount | € 60 |
Conversion price | € / shares | € 0.034 |
Fixed rate conversion | 1.3318 |
Note 30 [Member] | |
Issuance date | 03/25/2013 |
Interest rate | 10% |
Principal amount | € 400 |
Conversion price | € / shares | € 0.037 |
Fixed rate conversion | 1.2915 |
Note 31 [Member] | |
Issuance date | 04/14/2013 |
Interest rate | 10% |
Principal amount | € 150 |
Conversion price | € / shares | € 0.034 |
Fixed rate conversion | 1.3056 |
Note 32 [Member] | |
Issuance date | 04/14/2013 |
Interest rate | 10% |
Principal amount | € 600 |
Conversion price | € / shares | € 0.034 |
Fixed rate conversion | 1.3056 |
Note 33 [Member] | |
Issuance date | 05/15/2013 |
Interest rate | 10% |
Principal amount | € 170 |
Conversion price | € / shares | € 0.037 |
Fixed rate conversion | 1.2938 |
Note 34 [Member] | |
Issuance date | 05/15/2013 |
Interest rate | 10% |
Principal amount | € 680 |
Conversion price | € / shares | € 0.037 |
Fixed rate conversion | 1.2938 |
Note 35 [Member] | |
Issuance date | 06/24/2013 |
Interest rate | 10% |
Principal amount | € 60 |
Conversion price | € / shares | € 0.025 |
Fixed rate conversion | 1.3340 |
Note 36 [Member] | |
Issuance date | 06/24/2013 |
Interest rate | 10% |
Principal amount | € 240 |
Conversion price | € / shares | € 0.025 |
Fixed rate conversion | 1.3340 |
Note 37 [Member] | |
Issuance date | 08/05/2013 |
Interest rate | 10% |
Principal amount | € 80 |
Conversion price | € / shares | € 0.018 |
Fixed rate conversion | 1.3283 |
Note 38 [Member] | |
Issuance date | 08/05/2013 |
Interest rate | 10% |
Principal amount | € 320 |
Conversion price | € / shares | € 0.018 |
Fixed rate conversion | 1.3283 |
Note 39 [Member] | |
Issuance date | 03/01/2017 |
Interest rate | 2.50% |
Principal amount | € 230 |
Note 40 [Member] | |
Issuance date | 03/01/2017 |
Interest rate | 2.50% |
Principal amount | € 920 |
Note 41 [Member] | |
Issuance date | 10/18/2017 |
Interest rate | 2.50% |
Principal amount | € 230 |
Note 42 [Member] | |
Issuance date | 10/18/2017 |
Interest rate | 2.50% |
Principal amount | € 920 |
Note 43 [Member] | |
Issuance date | 06/01/2018 |
Interest rate | 2.50% |
Principal amount | € 160 |
Note 44 [Member] | |
Issuance date | 06/01/2018 |
Interest rate | 2.50% |
Principal amount | € 640 |
Note 45 [Member] | |
Issuance date | 11/10/2018 |
Interest rate | 2.50% |
Principal amount | € 160 |
Note 46 [Member] | |
Issuance date | 11/10/2018 |
Interest rate | 2.50% |
Principal amount | € 640 |
Note 47 [Member] | |
Issuance date | 06/15/2019 |
Interest rate | 2.50% |
Principal amount | € 120 |
Note 48 [Member] | |
Issuance date | 06/15/2019 |
Interest rate | 2.50% |
Principal amount | € 480 |
Note 49 [Member] | |
Issuance date | 12/20/2019 |
Interest rate | 2.50% |
Principal amount | € 120 |
Note 50 [Member] | |
Issuance date | 12/20/2019 |
Interest rate | 2.50% |
Principal amount | € 480 |
Note 51 [Member] | |
Issuance date | 06/15/2020 |
Interest rate | 2.50% |
Principal amount | € 220 |
Note 52 [Member] | |
Issuance date | 06/15/2020 |
Interest rate | 2.50% |
Principal amount | € 880 |
Note 53 [Member] | |
Issuance date | 12/15/2020 |
Interest rate | 2.50% |
Principal amount | € 170 |
Note 54 [Member] | |
Issuance date | 12/15/2020 |
Interest rate | 2.50% |
Principal amount | € 680 |
Note 55 [Member] | |
Issuance date | 08/15/2021 |
Interest rate | 2.50% |
Principal amount | € 240 |
Note 56 [Member] | |
Issuance date | 08/15/2021 |
Interest rate | 2.50% |
Principal amount | € 960 |
Note 57 [Member] | |
Issuance date | 04/30/2022 |
Interest rate | 2.50% |
Principal amount | € 120 |
Note 58 [Member] | |
Issuance date | 04/30/2022 |
Interest rate | 2.50% |
Principal amount | € 480 |
Note 59 [Member] | |
Issuance date | 08/15/2022 |
Interest rate | 2.50% |
Principal amount | € 120 |
Note 60 [Member] | |
Issuance date | 08/15/2022 |
Interest rate | 2.50% |
Principal amount | € 480 |
Debt Financing (Details Narrati
Debt Financing (Details Narrative) - EUR (€) € in Thousands | 1 Months Ended | 9 Months Ended | ||||||||
Aug. 15, 2021 | Dec. 15, 2020 | Jun. 01, 2018 | Mar. 01, 2017 | Apr. 30, 2022 | Jun. 15, 2020 | Dec. 20, 2019 | Jun. 15, 2019 | Sep. 30, 2022 | Apr. 02, 2020 | |
Debt Financing | ||||||||||
Amortization installment description | A first amortization installment of €14 is due on October 3, 2022. The next amortization of €14 will be due on March 31, 2023. The entire loan should be fully amortized by September 30, 2027. | |||||||||
Debt instruments description | The promissory Notes of €960 and €240, respectively, were provided immediately. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) December 31, 2021, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes. | The promissory Notes of €680 and €170, respectively, were provided immediately. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) March 31, 2021, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes. | The first tranche of the promissory Notes of €640 and €160, respectively, were provided immediately. The second tranche of the promissory notes of €640 and €160, respectively, were provided on November 10, 2018, with a 2.5% interest per annum. | The first 50% of the promissory Notes of €920 and €230, respectively, were provided immediately. The second 50% of the promissory notes of €920 and €230, respectively, were provided on October 18, 2017, with a 2.5% interest per annum and a maturity date of October 18, 2018. | The first tranche of the promissory Notes of €480 and €120, respectively, were provided immediately. The second tranche of the promissory notes of €480 and €120, respectively, has been provided on August 15, 2022, with a 2.5% interest per annum. | The promissory Notes of €880 and €220, respectively, were provided immediately. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) September 30, 2020, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes. | The promissory Notes of €480 and €120, respectively, were provided immediately. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) June 30, 2020, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes. | The promissory Notes of €480 and €120, respectively, were provided immediately. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) December 31, 2020, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes. | ||
Received from federal credit line | € 156 | |||||||||
Interest rate | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | ||
Promissory Notes Tranches 1 | € 1,280 | |||||||||
Promissory Notes Tranches 2 | € 320 | |||||||||
Promissory Notes | € 1,200 | € 850 | € 1,100 | € 600 | € 600 | |||||
Debt instrument face value 1 | € 190 | |||||||||
Promissory Notes Round Enterprises | € 960 | |||||||||
Promissory Notes Eardley Holding AG | € 240 | |||||||||
Debt instrument face value 2 | 1,200 | |||||||||
Debt instrument face value 3 | € 300 | |||||||||
Description of conversion price | 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. | |||||||||
Promissory Notes 1 | € 1,840 | |||||||||
Promissory Notes 2 | € 460 | |||||||||
Total loans and notes | € 71,066 |
Commitments (Details Narrative)
Commitments (Details Narrative) € in Thousands | 9 Months Ended |
Sep. 30, 2022 EUR (€) | |
Switzerlands [Member] | |
Rent paid per month | € 4 |
Netherlands [Member] | |
Rent paid per month | € 9 |