Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Apr. 11, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | MYMETICS CORPORATION | |
Entity Central Index Key | 0000927761 | |
Document Type | 10-K | |
Amendment Flag | false | |
Entity Voluntary Filers | No | |
Current Fiscal Year End Date | --12-31 | |
Entity Well Known Seasoned Issuer | No | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Dec. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 303,757,622 | |
Entity Public Float | $ 4,649,594 | |
Document Annual 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 Mymetics SA | |
Entity Address Address Line 2 | Route de la Corniche 4 Epalinges Switzerland | |
Entity Address Postal Zip Code | 1066 | |
City Area Code | 011 | |
Icfr Auditor Attestation Flag | false | |
Auditor Name | Fruci & Associates II, PLLC | |
Auditor Location | Spokane, Washington | |
Local Phone Number | 41 21 653 4535 | |
Trading Symbol | MYMX | |
Entity Interactive Data Current | Yes | |
Security 12b Title | Common stock, Par Value $0.01 per share | |
Auditor Firm Id | 5525 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - EUR (€) € in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | € 313 | € 571 |
Accounts Receivable | 62 | 15 |
Prepaid expenses | 106 | 87 |
Total current assets | 481 | 673 |
Rent deposit | 10 | 10 |
Property and equipment, net of accumulated depreciation of E475 and E473 at December 31, 2022 and 2021, respectively | 26 | 39 |
Right-of-Use Asset | 133 | 239 |
Goodwill | 6,671 | 6,671 |
Total Assets | 7,321 | 7,632 |
Current Liabilities | ||
Accounts payable | 213 | 47 |
Deferred revenue (Grant) | 7 | 0 |
Operating Lease Liability | 106 | 110 |
Non-convertible notes payable and related accrued interest to related parties | 10,461 | 8,790 |
Convertible notes payable and related accrued interest to related parties | 61,243 | 58,479 |
Total current liabilities | 72,030 | 67,426 |
Long Term Liabilities | ||
DEBT- Federal Financing Bank | 156 | 162 |
Operating lease liability | 31 | 130 |
Total long-term liabilities | 187 | 292 |
Total Liabilities | 72,217 | 67,718 |
Commitments and Contingencies (Note 6) | 0 | 0 |
Shareholders' Deficit | ||
Common stock, U.S. $0.01 par value; 1,200,000,000 shares authorized at December 31, 2022 and December 2021; issued and outstanding 303,757,622 at December 31, 2022 and 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 | (102,555) | (97,750) |
Accumulated other comprehensive income | 686 | 691 |
Total shareholders' deficit | (64,896) | (60,086) |
Total liabilities and shareholders' deficit | € 7,321 | € 7,632 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - EUR (€) € in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Property and equipment, accumulated depreciation | € 475 | € 473 |
Shareholders' Deficit | ||
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 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - EUR (€) € in Thousands, shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||
Research and development services | € 0 | € 3 |
Sales other | 3 | 0 |
Grants | 1,025 | 427 |
Total Revenues | 1,028 | 430 |
Expenses | ||
Research and development | 1,442 | 975 |
General and administrative | 1,331 | 1,105 |
Total Expenses | 2,773 | 2,080 |
Operating Loss | (1,745) | (1,650) |
Interest expense | 2,800 | 2,751 |
Other (income) expense | 260 | 329 |
Loss before income tax provision | (4,805) | (4,730) |
Income tax provision | 0 | 0 |
Net loss | (4,805) | (4,730) |
Other comprehensive loss | ||
Foreign currency translation adjustment | (5) | (4) |
Comprehensive loss | € (4,810) | € (4,734) |
Basic and diluted loss per share | € (0.02) | € (0.02) |
Weighted average number of shares used in per share calculations | 303,757,622 | 303,757,622 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - 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 for the year | (4,730) | 0 | 0 | (4,730) | 0 |
Translation adjustment | (4) | € 0 | 0 | 0 | (4) |
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 for the year | (4,805) | 0 | 0 | (4,805) | 0 |
Translation adjustment | (5) | € 0 | 0 | 0 | (5) |
Balance, shares at Dec. 31, 2022 | 303,757,622 | ||||
Balance, amount at Dec. 31, 2022 | € (64,896) | € 2,530 | € 34,443 | € (102,555) | € 686 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | € (4,805) | € (4,730) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 15 | 19 |
Changes in operating assets and liabilities, | ||
Receivables | (47) | 56 |
Accrued interests on related party convertible notes payable | 2,764 | 2,791 |
Accrued interests on related party non-convertible notes payable | 221 | 188 |
Operating lease | 3 | (3) |
Accounts payable | 166 | (23) |
Other (Prepaid) | (4) | 4 |
Net cash used in operating activities | (1,687) | (1,698) |
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 | ||
Repayments of Federal Bank loan | (14) | 0 |
Proceeds from non-convertible notes payable | 1,450 | 1,200 |
Net cash provided by financing activities | 1,436 | 1,200 |
Effect of foreign exchange rate on cash | (5) | (4) |
Net decrease in cash | (258) | (512) |
Cash, beginning of period | 571 | 1,083 |
Cash, end of period | € 313 | € 571 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 stated in Euros, unless otherwise noted, and rounded to the nearest thousand except for share and per share amounts. 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 December 31, 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 virosomebased vaccine to prevent Covid19, the disease caused by the SARSCoV2 virus. For the Covid19 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 December 31, 2022, the Company was engaged in the preclinical 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 €102,555 at December 31, 2022. Further, the Company’s current liabilities exceed its current assets by €71,549 as of December 31, 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. Business Update Regarding COVID-19 The COVID-19 pandemic presented a substantial public health and economic challenge around the world and has affected our employees, communities and business operations, as well as the U.S. and European economy and financial markets. The full extent to which the COVID-19 pandemic will continue to directly or indirectly affect our business, results of operations and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19 and new variants of concern, the actions taken to contain or treat COVID-19, and its economic impact on local, regional, national and international markets. To date, we have been able to continue our operations and do not anticipate any material interruptions for the foreseeable future due to the COVID-19 pandemic. However, we are continuing to assess the potential impact of the COVID-19 pandemic on our business and operations, including our supply chain and research activities. It is possible that the COVID-19 pandemic and response efforts may have an impact in the future on us and/or our third-party suppliers and contract manufacturing partners' ability to collaborate and manufacture our products. Accounting Policies and Management Estimates The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Certain of the estimates and assumptions required to be made relate to matters that are inherently uncertain as they pertain to future events. While management believes that the estimates and assumptions used were the most appropriate, actual results could differ significantly from those estimates under different assumptions and conditions. The following is a description of those accounting policies believed by management to require subjective and complex judgments which could potentially affect reported results. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated. Foreign Currency Translation The Company translates assets and liabilities of its subsidiaries at the rate of exchange at the balance sheet date. Revenues and expenses of its subsidiaries are translated at the average rate of exchange throughout the period. Unrealized gains or losses from these translations are reported as a separate component of comprehensive income. Transaction gains or losses are included in expenses in the consolidated statements of comprehensive loss. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. The Company's functional currency is the Euro because substantially all of the Company's activities are conducted in Europe. Cash We consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. Cash deposits are occasionally in excess of insured amounts. Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers, using the modified retrospective method and there was no impact to financial position and results of operations as a result of the adoption. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Overall, adoption of the new standard did not result in an adjustment to amounts previously reported in our consolidated financial statements and there were no other significant changes impacting the timing or measurement of our revenue or our business processes and controls. The Company has concluded that government grants are not within the scope of Topic 606, as they do not meet the definition of a contract with a “customer”. The Company concluded the definition of a contract with a “customer” was not met as the counterparty to the government grants has not contracted to obtain goods or services and thus the contracts are not considered to have commercial substance. Government grants provide the Company with payments for certain types of expenditures related to research and development activities over a contractually defined period. Revenue from government grants is recognized in the period during which the related costs are incurred, provided that the applicable conditions under the government contracts have been met. 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$7,131 approved for the period of (May 2019 to April 2023). This includes the funds approved for the period of (May 2022 to April 2023) 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$4,650 approved for the period of (May 2019 to April 2023). This includes the funds approved for the period of (May 2022 to April 2023) of US$1,328. The cost granted under the sub-award with Texas Biomed for the period of May to December 2019 was US$743, of which, US$599 (€542) was incurred as revenue. The sub-award contracts between ULL and the Company for the period of (January 2020 to April 2021) were signed for a total budget of US$1,519, of which, US$1,048 (€909) was incurred as revenue. The sub-award contract between ULL and the Company for the period of (May 2021 to April 2022) was signed for a total budget of US$1,078, of which, US$986 (€899) was incurred as revenue. The sub-award contract between ULL and the Company for the period of (May 2022 to April 2023) was signed for a total budget of US$1,328. The costs incurred for the period of (May 2022 to December 2022) was US$296 (€284), of which, $7 (€7) has been recorded as deferred revenue and the remaining has been recorded as revenue. The cost incurred for the period of January to December 31, 2022 of US$1,105 (€1,032), mainly costs related to labor, vaccine production and stability studies, of wich, $7 (€7) has been recorded as deferred revenue and the remaining has been recorded as revenue. Since the beginning of the project to date, the Company has incurred a total costs of US$2,929 (€2,634) of which, US$2,922 (€2,627) was recognized as grant revenue from the NIH and the remaining was deferred. First results are expected to be reported in 2023. The project has the objective to prepare the Company’s 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 December 31, 2022, Mymetics has successfully produced six 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 candiate is created to induce protective mucosal antibodies acting as a frontline defense against sexual HIV transmission. This awarded grant from the NIH has allowed 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 HIV1 Env: Protection of Indian Rhesus Macaques against Mucosal SHIV challenges”. Receivables Receivables are stated at their outstanding principal balances. Management reviews the collectability of receivables on a periodic basis and determines the appropriate amount of any allowance. There was no allowance necessary at December 31, 2022 or 2021. The Company charges off receivables to the allowance when management determines that a receivable is not collectible. Property and Equipment Property and equipment are recorded at cost and are depreciated over their estimated useful life on straight-line basis from the date placed in service. Estimated useful lives are three years. Impairment of Long-Lived Assets Long-lived assets, which include property and equipment, are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. The impairment testing involves comparing the carrying amount to the forecasted undiscounted future cash flows generated by that asset. In the event the carrying value of the assets exceeds the undiscounted future cash flows generated by that asset and the carrying value is not considered recoverable, impairment exists. An impairment loss is measured as the excess of the asset’s carrying value over its fair value, calculated using a discounted future cash flow method. An impairment loss would be recognized in net income (loss) in the period that the impairment occurs. Goodwill Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. The Company typically performs its annual goodwill impairment test effective as of April 1 of each year, unless events or circumstances indicate impairment may have occurred before that time. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If further testing was necessary, the Company would determine the fair value of each reporting unit, and compare the fair value to the reporting unit’s carrying amount. The Company has one reporting unit. As of April 1, 2022 and December 31, 2022, the Company’s reporting unit had a negative carrying amount and was thus not required to test goodwill further for impairment. Leases Effective January 1, 2019, the Company adopted ASC 842, which established a rightofuse ("ROU") model requiring lessees to record a rightofuse ("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 rightofuse ("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 straightline expense recognition. The Company does not apply lease recognition requirements for shortterm leases. Instead, the Company recognizes payments related to these arrangements in the consolidated statement of operations as lease costs on a straightline basis over the lease term. Research and Development Research and development costs are expensed as incurred. Taxes on Income The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax laws or rates. The Company reports a liability, if any, for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties, if any, are recorded as a component of interest expense and other expense, respectively. The Company has not recorded any liabilities for uncertain tax positions or any related interest and penalties at December 31, 2022 or 2021. The Company’s United States tax returns are open to audit for the years ended December 31, 2018 to 2021. 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 common period. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. For the years ended December 31, 2022, and 2020, options and convertible debt were not included in the computation of diluted earnings per share under the treasury stock method because their effect would be anti-dilutive due to the net loss. For the year ended December 31, 2022, the weighted average number of shares was 303,757,622. For the same period, the total potential number of shares issuable of 802,780,311 includes 777,030,311 potential issuable shares related to convertible loans and 25,750,000 potential issuable shares related to outstanding not expired options granted to employees. For the year ended December 31, 2021, the weighted average number of shares was 303,757,622. For the same period, the total potential number of shares issuable of 766,180,633 includes 740,430,633 potential issuable shares related to convertible loans and 25,750,000 potential issuable shares related to outstanding not expired options granted to employees. Preferred Stock The Company has authorized 5,000,000 shares of preferred stock. No shares are issued or outstanding at December 31, 2022 or 2021. The preferred stock is issuable in several series with varying dividend, conversion and voting rights. The specific series and rights will be determined upon any issuance of preferred stock. 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, accounts receivable, 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 In 2022 and 2021, the Company derived 99% and 99% of revenue from the NIH grant project. Recently Issued Accounting Standards 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. |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Transactions with Related Parties | |
Transactions with Related Parties | Note 2. Transactions with Related Parties Mr. Ernest M. Stern, the Company’s outside U.S. counsel, is a partner in Culhane Meadows PLLC and was a director of the Company until his resignation on December 20, 2022. Culhane Meadows PLLC is the Company’s legal counsel until December 31, 2022. Fees incurred with the law firm in the years ended December 31, 2022, and 2021, amounted to €63 and €28, respectively. Two of the Company’s major shareholders have granted secured convertible notes, short term convertible notes and short-term promissory notes, which have a total carrying amount of €71,236, including interest due to date. Conversion prices on the Euro-denominated convertible debt have been fixed to a fixed Euro/US dollar exchange rate. The details of these notes and other loans are as follows at December 31, 2022: Fixed Fixed Conversion Rate Lender 1st-Issue Principal Duration Interest Price EUR/USD Price Date Amount (Note) Rate (US$ stated) Conversion Eardley Holding A.G. (1) 06/23/2006 E 177 (2 ) 10% pa $ 0.10 N/A Anglo Irish Bank S.A.(3) 10/01/2007 E 500 (2 ) 10% pa $ 0.50 1.4090 Round Enterprises Ltd. 12/10/2007 E 1,500 (2 ) 10% pa $ 0.50 1.4429 Round Enterprises Ltd. 01/22/2008 E 1,500 (2 ) 10% pa $ 0.50 1.4629 Round Enterprises Ltd. 04/25/2008 E 2,000 (2 ) 10% pa $ 0.50 1.5889 Round Enterprises Ltd. 06/30/2008 E 1,500 (2 ) 10% pa $ 0.50 1.5380 Round Enterprises Ltd. 11/17/2008 E 1,200 (2 ) 10% pa $ 0.50 1.2650 Round Enterprises Ltd. 02/06/2009 E 1,500 (2 ) 10% pa $ 0.50 1.2940 Round Enterprises Ltd. 06/15/2009 E 5,500 (2,4 ) 10% pa $ 0.80 1.4045 Eardley Holding A.G. 06/15/2009 E 100 (2,4 ) 10% pa $ 0.80 1.4300 Von Meyenburg 08/03/2009 E 200 (2 ) 10% pa $ 0.80 1.4400 Round Enterprises Ltd. 10/13/2009 E 2,000 (2 ) 5% pa $ 0.25 1.4854 Round Enterprises Ltd. 12/18/2009 E 2,200 (2 ) 5% pa $ 0.25 1.4338 Round Enterprises Ltd. 08/04/2011 E 1,122 (5,6 ) 10% pa $ 0.034 N/A Eardley Holding A.G. 08/04/2011 E 280 (5,6 ) 10% pa $ 0.034 N/A Round Enterprises Ltd. 11/08/2011 E 400 (6 ) 10% pa $ 0.034 1.3787 Eardley Holding A.G. 11/08/2011 E 100 (6 ) 10% pa $ 0.034 1.3787 Round Enterprises Ltd. 02/10/2012 E 1,000 (6 ) 10% pa $ 0.034 1.3260 Eardley Holding A.G. 02/14/2012 E 200 (6 ) 10% pa $ 0.034 1.3260 Round Enterprises Ltd. 04/19/2012 E 322 (6 ) 10% pa $ 0.034 1.3100 Eardley Holding A.G. 04/19/2012 E 80 (6 ) 10% pa $ 0.034 1.3100 Round Enterprises Ltd. 05/04/2012 E 480 (6 ) 10% pa $ 0.034 1.3152 Eardley Holding A.G. 05/04/2012 E 120 (6 ) 10% pa $ 0.034 1.3152 Round Enterprises Ltd. 09/03/2012 E 200 (6 ) 10% pa $ 0.034 1.2576 Eardley Holding A.G. 09/03/2012 E 50 (6 ) 10% pa $ 0.034 1.2576 Round Enterprises Ltd. 11/14/2012 E 500 (6 ) 10% pa $ 0.034 1.2718 Eardley Holding A.G. 12/06/2012 E 125 (6 ) 10% pa $ 0.034 1.3070 Round Enterprises Ltd. 01/16/2013 E 240 (6 ) 10% pa $ 0.034 1.3318 Eardley Holding A.G. 01/16/2013 E 60 (6 ) 10% pa $ 0.034 1.3318 Round Enterprises Ltd. 03/25/2013 E 400 (6 ) 10% pa $ 0.037 1.2915 Eardley Holding A.G. 04/14/2013 E 150 (6 ) 10% pa $ 0.034 1.3056 Round Enterprises Ltd. 04/14/2013 E 600 (6 ) 10% pa $ 0.034 1.3056 Eardley Holding A.G. 05/15/2013 E 170 (6 ) 10% pa $ 0.037 1.2938 Round Enterprises Ltd. 05/15/2013 E 680 (6 ) 10% pa $ 0.037 1.2938 Eardley Holding A.G. 06/24/2013 E 60 (6 ) 10% pa $ 0.025 1.3340 Round Enterprises Ltd. 06/24/2013 E 240 (6 ) 10% pa $ 0.025 1.3340 Eardley Holding A.G. 08/05/2013 E 80 (6 ) 10% pa $ 0.018 1.3283 Round Enterprises Ltd. 08/05/2013 E 320 (6 ) 10% pa $ 0.018 1.3283 Eardley Holding A.G. 03/01/2017 E 230 (7 ) 2.5% pa Round Enterprises Ltd. 03/01/2017 E 920 (7 ) 2.5% pa Eardley Holding A.G. 10/18/2017 E 230 (7 ) 2.5% pa Round Enterprises Ltd. 10/18/2017 E 920 (7 ) 2.5% pa Eardley Holding A.G. 06/01/2018 E 160 (8 ) 2.5% pa Round Enterprises Ltd. 06/01/2018 E 640 (8 ) 2.5% pa Eardley Holding A.G. 11/10/2018 E 160 (8 ) 2.5% pa Round Enterprises Ltd. 11/10/2018 E 640 (8 ) 2.5% pa Eardley Holding A.G. 06/15/2019 E 120 (9 ) 2.5% pa Round Enterprises Ltd. 06/15/2019 E 480 (9 ) 2.5% pa Eardley Holding A.G. 12/20/2019 E 120 (10 ) 2.5% pa Round Enterprises Ltd. 12/20/2019 E 480 (10 ) 2.5% pa Eardley Holding A.G. 06/15/2020 E 220 (11 ) 2.5% pa Round Enterprises Ltd. 06/15/2020 E 880 (11 ) 2.5% pa Eardley Holding A.G. 12/15/2020 E 170 (12 ) 2.5% pa Round Enterprises Ltd. 12/15/2020 E 680 (12 ) 2.5% pa Eardley Holding A.G. 08/15/2021 E 240 (13 ) 2.5% pa Round Enterprises Ltd. 08/15/2021 E 960 (13 ) 2.5% pa Eardley Holding A.G. 04/30/2022 E 120 (14 ) 2.5% pa Round Enterprises Ltd. 04/30/2022 E 480 (14 ) 2.5% pa Eardley Holding A.G. 08/15/2022 E 120 (15 ) 2.5% pa Round Enterprises Ltd. 08/15/2022 E 480 (15 ) 2.5% pa Eardley Holding A.G. 12/31/2022 E 50 (16 ) 2.5% pa Round Enterprises Ltd. 12/31/2022 E 200 (16 ) 2.5% pa Total Short Term Principal Amounts E 37,556 Accrued Interest E 34,148 TOTAL LOANS AND NOTES E 71,704 (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 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) 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. (15) On August 15, 2022, 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, 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. (16) On December 31, 2022, Round Enterprises Ltd. and Eardley Holding AG each provided promissory Notes for a total of €250 with a 2.5% interest per annum. The promissory Notes of €200 and €50, 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, 2023, 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 Chf 168 (€162 on Deceber 31, 2021. Revaluated to €170 in 2022) 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, 2022. The Swiss Confederation has the right to adjust the interest rate to the market rate. The first revision took place as of April 1, 2022, but no modification was applied. A first amortization installment of Chf 14 (€14) was paid on October 3, 2022. The next amortization of €14 will be due on March 31, 2023. The entire loan should be fully amortized and repaid 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 December 31, 2022, and 2021, the probability of the conversion features being exercised was zero. For this reason, the conversion features is not required to be bifurcated from the debt as the fair value is zero at December 31, 2022 and 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | Note 3. Leases The facility lease agreement for Epalinges, Switzerland, is automatically renewed month by month with a notice period of three months. The related rent is paid monthly in the amount of €4 and is considered a shortterm 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. ASU 201602 and ASU 201811— Accounting Standards Update (“ASU”) 201602, Leases (“ASU 201602”) required the recognition of rightofuse lease assets relate primarily to the Company’s leases of office and laboratory space. Rightof use lease assets iniially equal the lease liability. The lease liability equals the present value of the minimum rental payments due under the lease discounted at the rate implicit in the lease or the Company’s incremental borrowing rate for similar collateral. For operating leases, lease liabilities were discounted at the Company’s weighted average incremental borrowing rate for similar collateral estimated to be 5% and the weighted average lease term is 2.25 years. For operating leases, rent expense is recognized on a straightline basis over the term of the lease and is recorded in “General and administrative” in the Company’s consolidated statements of operations. During the year ended December 31, 2022, the Company recognized €3 in “General and administrative” in its consolidated statement of operations relating to operating leases. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | Note 4. Income Taxes The reconciliation of income tax on loss computed at the federal statutory rates to income tax expense is as follows: 2022 2021 U.S. Federal statutory rates on net loss before income taxes E (1,009 ) E (993 ) Effect of foreign statutory rate differences (57 ) (60 ) Effect of exchange rate changes (1,058 ) (1,089 ) Expiration of net operating loss carry forwards 428 217 Permanent differences -- -- Change in valuation allowance 1,696 1,925 Income tax provision E -- E -- All income tax expenses for the years ended December 31, 2022, and 2021 were related to current income taxes. Loss before provision for income taxes is composed of the following: 2022 2021 United States E 3,379 E 3,249 Switzerland 382 438 The Netherlands 1,045 1,043 Loss before provision E 4,806 E 4,730 Deferred tax asset is composed of the following: 2022 2021 Licenses capitalized for United States tax purposes E -- E 60 Stock options 160 160 Foreign tax credit carry over 240 226 Net operating loss carry forwards United States 19,662 18,067 Switzerland 87 61 The Netherlands 1,582 1,354 21,731 19,928 Less valuation allowance for deferred tax asset (21,731) (19,928) Net deferred tax asset E -- E -- The Company's provision for income taxes was derived from U.S., Swiss, and Netherlands operations. At December 31, 2022, the Company had estimated net operating loss carry forwards which expire as follows: United States Switzerland The Netherlands 2023 1,355 -- 43 2024 1,405 69 -- 2025 1,582 -- 731 2026 1,973 -- 1,005 2027 10,408 -- 921 2028-2040 72,986 278 3,629 Perpetual 3,918 -- -- E 93,627 E 347 E 6,329 Net operating loss carry forwards in the United States may be subject to certain limitations under Section 382 of the Internal Revenue code. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2022 | |
Stock Options | |
Stock Options | Note 5. Stock Options 2001 Qualified Incentive Stock Option Plan: The Company's board of directors approved a Stock Option Plan on June 15, 2001, which provides for the issuance of up to 5,000,000 shares of the Company's common stock to employees and non-employee directors. As of December 31, 2022, the 2001 Plan has nil shares available for future grants of stock options as they have expired. 2009 Qualified Incentive Stock Option Plan: During 2010, the Board of Directors of Mymetics awarded 4,350,000 incentive stock options to the employees and officers of the Company. As of December 31, 2022, the 2009 Plan has nil shares available for future grants of stock options as they have expired. 2013 Qualified Incentive Stock Option Plan: For the year ended December 31, 2013, the Board of Directors of Mymetics approved 30,000,000 incentive stock options to the employees and officers of the Company. As of December 31, 2022, the 2013 Plan has 1,150,000 shares available for future grants of stock option. The Company didn’t recognize any compensation expense related to the issued option grants for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, no remaining options are unvested. A summary of activity related to stock options under the 2001, 2009 and 2013 Stock Option Plans is represented below: Number of Shares Exercise Price Range Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2020 25,750,000 $ 0.02 to $0.23 $ 0.0273 Granted -- -- - Exercised -- -- - Expired/forfeited -- $ -- $ - Outstanding, December 31, 2021 25,750,000 $ 0.02 to 0.023 $ 0.0210 Granted -- -- - Exercised -- -- - Expired/forfeited -- $ -- $ - Outstanding, December 31, 2022 25,750,000 $ 0.02 to 0.023 $ 0.0210 1.28 $ 232,600 Exercisable, December 31, 2022 25,750,000 $ 0.02 to 0.023 $ 0.0210 1.28 $ 232,600 The aggregate intrinsic value of the stock options fluctuates in relation to the market price of the Company’s common stock. Outstanding and exercisable options by price range as of December 31, 2022, were as follows: Outstanding options Exercisable Options Weighted Weighted Weighted Average Average Average Range of Exercise Number Remaining Exercise Number Exercise Prices per Share Outstanding Life (Years) Price Exercisable Price $ 0.02 17,450,000 0.8 $ 0.020 17,450,000 $ 0.020 $ 0.023 8,300,000 2.3 $ 0.023 8,300,000 $ 0.023 $ 0.02 - $ 0.023 25,750,000 $ 0.021 25,750,000 $ 0.021 During the year 2022 and 2021, no stock options were issued. The Company will issue new shares upon the exercise of any options. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Commitments | |
Commitments | Note 6. Commitments Total rent expense per year was €171 for 2022 and €162 for 2021. The lease of the Company’s Lausanne, Switzerland facilities, can be terminated with a three months notice and the lease of the Company’s facilities in Leiden, the Netherlands, can be terminated in 2024 with a six month notice as of September 30, 2023. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 7. Subsequent Events On January 16, 2023, the Board appointed Marcel B. Rüegg to the Board to fill the vacancy created by Mr. Stern’s resignation. Mr. Rüegg was also appointed to the Audit Committee. The Company entered into an independent director agreement with Mr. Rüegg (the “Director Agreement”) setting forth the terms of his compensation. Pursuant to the Director Agreement, Mr. Rüegg is entitled to a fee of CHF 5,000 per quarter, which is payable quarterly, and CHF 350 per hour for each additional hour worked outside of meetings of the Board or attending more than one meeting of the Board per quarter, which is payable quarterly. The Company also agreed to reimburse Mr. Rüegg for pre-approved reasonable business expenses incurred in good faith in connection with the performance of his duties for the Company. The Company also agreed to indemnify, defend and hold harmless Mr. Rüegg, to the fullest extent permitted by law, and as provided by, or granted pursuant to, any charter provision, bylaw provision, agreement, vote of stockholders or disinterested directors or otherwise, subject to certain exceptions based on good faith and reasonableness. On February 8, 2023, the Company announced that it has been conducting a process to explore strategic alternatives to enhance shareholder value. The Board authorized management and its external advisors to initiate such a process, and it has been considering a broad range of strategic alternatives including a potential sale of part or all of the Company. In connection therewith, the Company, through its external advisors, has requested bids (the “Bid Process”) for any combination of assets (including but not limited to as a going concern), by February 24, 2023 at 5:00 pm ET (the “Bid Deadline”). To the extent the Company determines there are viable bids by or prior to the Bid Deadline, the Company anticipates pursuing those in due course. To the extent the Company determines there are no viable bids provided by or prior the Bid Deadline, the Company may consider other alternatives, including the wind up of its operations shortly after the Bid Deadline. There can be no assurance that the Bid Process will result in a sale of part or all of the Company or other change or outcome. The Company has retained Rock Creek Advisors as financial advisor and McDermott, Will & Emery LLP as legal counsel in connection with the Bid Process. On February 23, 2023 the Company decided to extend the Bid Process that was previously announced on February 8, 2023 for an indeterminate period of time. There can be no assurance that the Bid Process will result in a sale of part or all of the Company or other change or outcome. The Company is still discussing with counterparties potential bids for any combination of its assets (including but not limited to as a going concern). There can be no assurance that the Bid Process will result in a sale of part or all of the Company or other change or outcome. On February 8, 2023 and subsequently on February 23, 2023, we announced that we have initiated a process to explore a range of strategic alternatives to maximize shareholder value and engaged professional advisors, including an investment bank, to support this process. Strategic alternatives include the sale of all or part of th e Company, through a merger or reverse merger. While we pursue strategic alternatives, due to our lack of liquidity, we put into place cost reductions for 2023, including the termination of employment agreements of all employees, accept Ronald Kempers. Additionally, we are exploring a possible wind up of the Company to the extent that none of the strategic alternatives are viable. As of the date of this filing, there is no certainty or conclusion on the future of the Company. On February 28, 2023, Round Enterprises Ltd. and Eardley Holding AG each provided promissory Notes for a total of €500 with a 2.5% interest per annum. The promissory Notes of €400 and €100, 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, 2023, 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 Company and Summary of Si_2
The Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
The Company and Summary of Significant Accounting Policies | |
Basis of Presentation and Going Concern | The amounts in the notes are stated in Euros, unless otherwise noted, and rounded to the nearest thousand except for share and per share amounts. 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 December 31, 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 virosomebased vaccine to prevent Covid19, the disease caused by the SARSCoV2 virus. For the Covid19 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 December 31, 2022, the Company was engaged in the preclinical 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 €102,555 at December 31, 2022. Further, the Company’s current liabilities exceed its current assets by €71,549 as of December 31, 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. Business Update Regarding COVID-19 The COVID-19 pandemic presented a substantial public health and economic challenge around the world and has affected our employees, communities and business operations, as well as the U.S. and European economy and financial markets. The full extent to which the COVID-19 pandemic will continue to directly or indirectly affect our business, results of operations and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19 and new variants of concern, the actions taken to contain or treat COVID-19, and its economic impact on local, regional, national and international markets. To date, we have been able to continue our operations and do not anticipate any material interruptions for the foreseeable future due to the COVID-19 pandemic. However, we are continuing to assess the potential impact of the COVID-19 pandemic on our business and operations, including our supply chain and research activities. It is possible that the COVID-19 pandemic and response efforts may have an impact in the future on us and/or our third-party suppliers and contract manufacturing partners' ability to collaborate and manufacture our products. |
Accounting Policies and Management Estimates | The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Certain of the estimates and assumptions required to be made relate to matters that are inherently uncertain as they pertain to future events. While management believes that the estimates and assumptions used were the most appropriate, actual results could differ significantly from those estimates under different assumptions and conditions. The following is a description of those accounting policies believed by management to require subjective and complex judgments which could potentially affect reported results. |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated. |
Foreign Currency Translation | The Company translates assets and liabilities of its subsidiaries at the rate of exchange at the balance sheet date. Revenues and expenses of its subsidiaries are translated at the average rate of exchange throughout the period. Unrealized gains or losses from these translations are reported as a separate component of comprehensive income. Transaction gains or losses are included in expenses in the consolidated statements of comprehensive loss. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. The Company's functional currency is the Euro because substantially all of the Company's activities are conducted in Europe. |
Cash | We consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. Cash deposits are occasionally in excess of insured amounts. |
Revenue Recognition | Effective January 1, 2018, the Company adopted Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers, using the modified retrospective method and there was no impact to financial position and results of operations as a result of the adoption. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Overall, adoption of the new standard did not result in an adjustment to amounts previously reported in our consolidated financial statements and there were no other significant changes impacting the timing or measurement of our revenue or our business processes and controls. The Company has concluded that government grants are not within the scope of Topic 606, as they do not meet the definition of a contract with a “customer”. The Company concluded the definition of a contract with a “customer” was not met as the counterparty to the government grants has not contracted to obtain goods or services and thus the contracts are not considered to have commercial substance. Government grants provide the Company with payments for certain types of expenditures related to research and development activities over a contractually defined period. Revenue from government grants is recognized in the period during which the related costs are incurred, provided that the applicable conditions under the government contracts have been met. |
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$7,131 approved for the period of (May 2019 to April 2023). This includes the funds approved for the period of (May 2022 to April 2023) 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$4,650 approved for the period of (May 2019 to April 2023). This includes the funds approved for the period of (May 2022 to April 2023) of US$1,328. The cost granted under the sub-award with Texas Biomed for the period of May to December 2019 was US$743, of which, US$599 (€542) was incurred as revenue. The sub-award contracts between ULL and the Company for the period of (January 2020 to April 2021) were signed for a total budget of US$1,519, of which, US$1,048 (€909) was incurred as revenue. The sub-award contract between ULL and the Company for the period of (May 2021 to April 2022) was signed for a total budget of US$1,078, of which, US$986 (€899) was incurred as revenue. The sub-award contract between ULL and the Company for the period of (May 2022 to April 2023) was signed for a total budget of US$1,328. The costs incurred for the period of (May 2022 to December 2022) was US$296 (€284), of which, $7 (€7) has been recorded as deferred revenue and the remaining has been recorded as revenue. The cost incurred for the period of January to December 31, 2022 of US$1,105 (€1,032), mainly costs related to labor, vaccine production and stability studies, of wich, $7 (€7) has been recorded as deferred revenue and the remaining has been recorded as revenue. Since the beginning of the project to date, the Company has incurred a total costs of US$2,929 (€2,634) of which, US$2,922 (€2,627) was recognized as grant revenue from the NIH and the remaining was deferred. First results are expected to be reported in 2023. The project has the objective to prepare the Company’s 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 December 31, 2022, Mymetics has successfully produced six 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 candiate is created to induce protective mucosal antibodies acting as a frontline defense against sexual HIV transmission. This awarded grant from the NIH has allowed 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 HIV1 Env: Protection of Indian Rhesus Macaques against Mucosal SHIV challenges”. |
Receivables | Receivables are stated at their outstanding principal balances. Management reviews the collectability of receivables on a periodic basis and determines the appropriate amount of any allowance. There was no allowance necessary at December 31, 2022 or 2021. The Company charges off receivables to the allowance when management determines that a receivable is not collectible. |
Property and Equipment | Property and equipment are recorded at cost and are depreciated over their estimated useful life on straight-line basis from the date placed in service. Estimated useful lives are three years. |
Impairment of Long-Lived Assets | Long-lived assets, which include property and equipment, are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. The impairment testing involves comparing the carrying amount to the forecasted undiscounted future cash flows generated by that asset. In the event the carrying value of the assets exceeds the undiscounted future cash flows generated by that asset and the carrying value is not considered recoverable, impairment exists. An impairment loss is measured as the excess of the asset’s carrying value over its fair value, calculated using a discounted future cash flow method. An impairment loss would be recognized in net income (loss) in the period that the impairment occurs. |
Goodwill | Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. The Company typically performs its annual goodwill impairment test effective as of April 1 of each year, unless events or circumstances indicate impairment may have occurred before that time. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If further testing was necessary, the Company would determine the fair value of each reporting unit, and compare the fair value to the reporting unit’s carrying amount. The Company has one reporting unit. As of April 1, 2022 and December 31, 2022, the Company’s reporting unit had a negative carrying amount and was thus not required to test goodwill further for impairment. |
Leases | Effective January 1, 2019, the Company adopted ASC 842, which established a rightofuse ("ROU") model requiring lessees to record a rightofuse ("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 rightofuse ("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 straightline expense recognition. The Company does not apply lease recognition requirements for shortterm leases. Instead, the Company recognizes payments related to these arrangements in the consolidated statement of operations as lease costs on a straightline basis over the lease term. |
Research and Development | Research and development costs are expensed as incurred. |
Taxes on Income | The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax laws or rates. The Company reports a liability, if any, for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties, if any, are recorded as a component of interest expense and other expense, respectively. The Company has not recorded any liabilities for uncertain tax positions or any related interest and penalties at December 31, 2022 or 2021. The Company’s United States tax returns are open to audit for the years ended December 31, 2018 to 2021. 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 common period. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. For the years ended December 31, 2022, and 2020, options and convertible debt were not included in the computation of diluted earnings per share under the treasury stock method because their effect would be anti-dilutive due to the net loss. For the year ended December 31, 2022, the weighted average number of shares was 303,757,622. For the same period, the total potential number of shares issuable of 802,780,311 includes 777,030,311 potential issuable shares related to convertible loans and 25,750,000 potential issuable shares related to outstanding not expired options granted to employees. For the year ended December 31, 2021, the weighted average number of shares was 303,757,622. For the same period, the total potential number of shares issuable of 766,180,633 includes 740,430,633 potential issuable shares related to convertible loans and 25,750,000 potential issuable shares related to outstanding not expired options granted to employees. |
Preferred Stock | The Company has authorized 5,000,000 shares of preferred stock. No shares are issued or outstanding at December 31, 2022 or 2021. The preferred stock is issuable in several series with varying dividend, conversion and voting rights. The specific series and rights will be determined upon any issuance of preferred stock. |
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, accounts receivable, 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 | In 2022 and 2021, the Company derived 99% and 99% of revenue from the NIH grant project. |
Recently Issued Accounting Standards | 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. |
Transactions with Related Par_2
Transactions with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Transactions with Related Parties | |
Notes and other loans | Fixed Fixed Conversion Rate Lender 1st-Issue Principal Duration Interest Price EUR/USD Price Date Amount (Note) Rate (US$ stated) Conversion Eardley Holding A.G. (1) 06/23/2006 E 177 (2 ) 10% pa $ 0.10 N/A Anglo Irish Bank S.A.(3) 10/01/2007 E 500 (2 ) 10% pa $ 0.50 1.4090 Round Enterprises Ltd. 12/10/2007 E 1,500 (2 ) 10% pa $ 0.50 1.4429 Round Enterprises Ltd. 01/22/2008 E 1,500 (2 ) 10% pa $ 0.50 1.4629 Round Enterprises Ltd. 04/25/2008 E 2,000 (2 ) 10% pa $ 0.50 1.5889 Round Enterprises Ltd. 06/30/2008 E 1,500 (2 ) 10% pa $ 0.50 1.5380 Round Enterprises Ltd. 11/17/2008 E 1,200 (2 ) 10% pa $ 0.50 1.2650 Round Enterprises Ltd. 02/06/2009 E 1,500 (2 ) 10% pa $ 0.50 1.2940 Round Enterprises Ltd. 06/15/2009 E 5,500 (2,4 ) 10% pa $ 0.80 1.4045 Eardley Holding A.G. 06/15/2009 E 100 (2,4 ) 10% pa $ 0.80 1.4300 Von Meyenburg 08/03/2009 E 200 (2 ) 10% pa $ 0.80 1.4400 Round Enterprises Ltd. 10/13/2009 E 2,000 (2 ) 5% pa $ 0.25 1.4854 Round Enterprises Ltd. 12/18/2009 E 2,200 (2 ) 5% pa $ 0.25 1.4338 Round Enterprises Ltd. 08/04/2011 E 1,122 (5,6 ) 10% pa $ 0.034 N/A Eardley Holding A.G. 08/04/2011 E 280 (5,6 ) 10% pa $ 0.034 N/A Round Enterprises Ltd. 11/08/2011 E 400 (6 ) 10% pa $ 0.034 1.3787 Eardley Holding A.G. 11/08/2011 E 100 (6 ) 10% pa $ 0.034 1.3787 Round Enterprises Ltd. 02/10/2012 E 1,000 (6 ) 10% pa $ 0.034 1.3260 Eardley Holding A.G. 02/14/2012 E 200 (6 ) 10% pa $ 0.034 1.3260 Round Enterprises Ltd. 04/19/2012 E 322 (6 ) 10% pa $ 0.034 1.3100 Eardley Holding A.G. 04/19/2012 E 80 (6 ) 10% pa $ 0.034 1.3100 Round Enterprises Ltd. 05/04/2012 E 480 (6 ) 10% pa $ 0.034 1.3152 Eardley Holding A.G. 05/04/2012 E 120 (6 ) 10% pa $ 0.034 1.3152 Round Enterprises Ltd. 09/03/2012 E 200 (6 ) 10% pa $ 0.034 1.2576 Eardley Holding A.G. 09/03/2012 E 50 (6 ) 10% pa $ 0.034 1.2576 Round Enterprises Ltd. 11/14/2012 E 500 (6 ) 10% pa $ 0.034 1.2718 Eardley Holding A.G. 12/06/2012 E 125 (6 ) 10% pa $ 0.034 1.3070 Round Enterprises Ltd. 01/16/2013 E 240 (6 ) 10% pa $ 0.034 1.3318 Eardley Holding A.G. 01/16/2013 E 60 (6 ) 10% pa $ 0.034 1.3318 Round Enterprises Ltd. 03/25/2013 E 400 (6 ) 10% pa $ 0.037 1.2915 Eardley Holding A.G. 04/14/2013 E 150 (6 ) 10% pa $ 0.034 1.3056 Round Enterprises Ltd. 04/14/2013 E 600 (6 ) 10% pa $ 0.034 1.3056 Eardley Holding A.G. 05/15/2013 E 170 (6 ) 10% pa $ 0.037 1.2938 Round Enterprises Ltd. 05/15/2013 E 680 (6 ) 10% pa $ 0.037 1.2938 Eardley Holding A.G. 06/24/2013 E 60 (6 ) 10% pa $ 0.025 1.3340 Round Enterprises Ltd. 06/24/2013 E 240 (6 ) 10% pa $ 0.025 1.3340 Eardley Holding A.G. 08/05/2013 E 80 (6 ) 10% pa $ 0.018 1.3283 Round Enterprises Ltd. 08/05/2013 E 320 (6 ) 10% pa $ 0.018 1.3283 Eardley Holding A.G. 03/01/2017 E 230 (7 ) 2.5% pa Round Enterprises Ltd. 03/01/2017 E 920 (7 ) 2.5% pa Eardley Holding A.G. 10/18/2017 E 230 (7 ) 2.5% pa Round Enterprises Ltd. 10/18/2017 E 920 (7 ) 2.5% pa Eardley Holding A.G. 06/01/2018 E 160 (8 ) 2.5% pa Round Enterprises Ltd. 06/01/2018 E 640 (8 ) 2.5% pa Eardley Holding A.G. 11/10/2018 E 160 (8 ) 2.5% pa Round Enterprises Ltd. 11/10/2018 E 640 (8 ) 2.5% pa Eardley Holding A.G. 06/15/2019 E 120 (9 ) 2.5% pa Round Enterprises Ltd. 06/15/2019 E 480 (9 ) 2.5% pa Eardley Holding A.G. 12/20/2019 E 120 (10 ) 2.5% pa Round Enterprises Ltd. 12/20/2019 E 480 (10 ) 2.5% pa Eardley Holding A.G. 06/15/2020 E 220 (11 ) 2.5% pa Round Enterprises Ltd. 06/15/2020 E 880 (11 ) 2.5% pa Eardley Holding A.G. 12/15/2020 E 170 (12 ) 2.5% pa Round Enterprises Ltd. 12/15/2020 E 680 (12 ) 2.5% pa Eardley Holding A.G. 08/15/2021 E 240 (13 ) 2.5% pa Round Enterprises Ltd. 08/15/2021 E 960 (13 ) 2.5% pa Eardley Holding A.G. 04/30/2022 E 120 (14 ) 2.5% pa Round Enterprises Ltd. 04/30/2022 E 480 (14 ) 2.5% pa Eardley Holding A.G. 08/15/2022 E 120 (15 ) 2.5% pa Round Enterprises Ltd. 08/15/2022 E 480 (15 ) 2.5% pa Eardley Holding A.G. 12/31/2022 E 50 (16 ) 2.5% pa Round Enterprises Ltd. 12/31/2022 E 200 (16 ) 2.5% pa Total Short Term Principal Amounts E 37,556 Accrued Interest E 34,148 TOTAL LOANS AND NOTES E 71,704 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Reconciliation of income taxes | 2022 2021 U.S. Federal statutory rates on net loss before income taxes E (1,009 ) E (993 ) Effect of foreign statutory rate differences (57 ) (60 ) Effect of exchange rate changes (1,058 ) (1,089 ) Expiration of net operating loss carry forwards 428 217 Permanent differences -- -- Change in valuation allowance 1,696 1,925 Income tax provision E -- E -- |
Loss before provision for income taxes | 2022 2021 United States E 3,379 E 3,249 Switzerland 382 438 The Netherlands 1,045 1,043 Loss before provision E 4,806 E 4,730 |
Deferred tax assets | 2022 2021 Licenses capitalized for United States tax purposes E -- E 60 Stock options 160 160 Foreign tax credit carry over 240 226 Net operating loss carry forwards United States 19,662 18,067 Switzerland 87 61 The Netherlands 1,582 1,354 21,731 19,928 Less valuation allowance for deferred tax asset (21,731) (19,928) Net deferred tax asset E -- E -- |
Operating loss carryforwards | United States Switzerland The Netherlands 2023 1,355 -- 43 2024 1,405 69 -- 2025 1,582 -- 731 2026 1,973 -- 1,005 2027 10,408 -- 921 2028-2040 72,986 278 3,629 Perpetual 3,918 -- -- E 93,627 E 347 E 6,329 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock Options | |
Stock option activity | Number of Shares Exercise Price Range Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2020 25,750,000 $ 0.02 to $0.23 $ 0.0273 Granted -- -- - Exercised -- -- - Expired/forfeited -- $ -- $ - Outstanding, December 31, 2021 25,750,000 $ 0.02 to 0.023 $ 0.0210 Granted -- -- - Exercised -- -- - Expired/forfeited -- $ -- $ - Outstanding, December 31, 2022 25,750,000 $ 0.02 to 0.023 $ 0.0210 1.28 $ 232,600 Exercisable, December 31, 2022 25,750,000 $ 0.02 to 0.023 $ 0.0210 1.28 $ 232,600 |
Outstanding and exercisable options by price range | Outstanding options Exercisable Options Weighted Weighted Weighted Average Average Average Range of Exercise Number Remaining Exercise Number Exercise Prices per Share Outstanding Life (Years) Price Exercisable Price $ 0.02 17,450,000 0.8 $ 0.020 17,450,000 $ 0.020 $ 0.023 8,300,000 2.3 $ 0.023 8,300,000 $ 0.023 $ 0.02 - $ 0.023 25,750,000 $ 0.021 25,750,000 $ 0.021 |
Transactions with Related Par_3
Transactions with Related Parties (Details) | 12 Months Ended |
Dec. 31, 2022 EUR (€) € / shares | |
Total short term principal amounts | € 37,556 |
Accrued interest | 34,148 |
Total loans and notes | € 71,704 |
Note 1 [Member] | |
Issuance date | 06/23/2006 |
Interest rate | 10% |
Principal amount | € 177 |
Conversion price | € / shares | € 0.10 |
Note 2 [Member] | |
Issuance date | 10/01/2007 |
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 | 11/17/2008 |
Interest rate | 10% |
Principal amount | € 1,200 |
Conversion price | € / shares | € 0.50 |
Fixed rate conversion | 1.2650 |
Note 8 [Member] | |
Issuance date | 02/06/2009 |
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 | € 1,122 |
Conversion price | € / shares | € 0.034 |
Note 15 [Member] | |
Issuance date | 08/04/2011 |
Interest rate | 10% |
Principal amount | € 280 |
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% |
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 | € 960,000 |
Note 58 [Member] | |
Issuance date | 04/30/2022 |
Interest rate | 2.50% |
Principal amount | € 120 |
Note 59 [Member] | |
Issuance date | 04/30/2022 |
Interest rate | 2.50% |
Principal amount | € 480 |
Note 60 [Member] | |
Issuance date | 08/15/2022 |
Interest rate | 2.50% |
Principal amount | € 120 |
Note 61 [Member] | |
Issuance date | 08/15/2022 |
Interest rate | 2.50% |
Principal amount | € 480 |
Note 62 [Member] | |
Issuance date | 12/31/2022 |
Interest rate | 2.50% |
Principal amount | € 50 |
Note 63 [Member] | |
Issuance date | 12/31/2022 |
Interest rate | 2.50% |
Principal amount | € 200 |
Transactions with Related Par_4
Transactions with Related Parties (Details Narrative) - EUR (€) | 1 Months Ended | 12 Months Ended | ||||||||||||
Aug. 15, 2022 | Aug. 15, 2021 | Dec. 15, 2020 | Jun. 02, 2018 | Mar. 02, 2017 | Apr. 30, 2022 | Jun. 15, 2020 | Dec. 20, 2019 | Jun. 15, 2019 | Jul. 18, 2017 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Apr. 02, 2020 | |
Legal fee incurred | € 63 | € 28 | ||||||||||||
Total loans and notes | 71,236 | |||||||||||||
Received from federal credit line euro | 170 | € 162 | ||||||||||||
Received from federal credit line chf | € 168 | |||||||||||||
Face values of the loans | 1,200 | € 300 | ||||||||||||
Round Enterprises Ltd [Member] | ||||||||||||||
Promissory notes provided | € 480 | € 960 | € 680 | € 1,280 | € 1,840 | € 480 | € 880 | € 480 | € 480 | 200 | ||||
Interest rate | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | ||||||
Maturity date | Mar. 01, 2018 | |||||||||||||
Round Enterprises Ltd [Member] | First Tranche [Member] | ||||||||||||||
Promissory notes provided | € 640 | € 920 | ||||||||||||
Interest rate | 2.50% | 2.50% | 2.50% | |||||||||||
Maturity date | Oct. 18, 2018 | |||||||||||||
Round Enterprises Ltd [Member] | Second Tranche [Member] | ||||||||||||||
Promissory notes provided | € 160 | |||||||||||||
Interest rate | 2.50% | 2.50% | ||||||||||||
Maturity date | Oct. 18, 2018 | |||||||||||||
Eardley Holding AG [Member] | ||||||||||||||
Promissory notes provided | € 120 | € 240 | € 170 | € 320 | € 460 | € 120 | € 220 | € 120 | € 120 | € 230 | € 50 | |||
Interest rate | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | |||||||
Eardley Holding AG [Member] | First Tranche [Member] | ||||||||||||||
Promissory notes provided | € 640 | € 230 | ||||||||||||
Interest rate | 2.50% | 2.50% | ||||||||||||
Eardley Holding AG [Member] | Second Tranche [Member] | ||||||||||||||
Promissory notes provided | € 160 | |||||||||||||
Interest rate | 2.50% | |||||||||||||
Dr Thomas Staehelin [Member] | ||||||||||||||
Investment of fair value | € 190 |
The Company and Summary of Si_3
The Company and Summary of Significant Accounting Policies (Details Narrative) - EUR (€) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated deficit | € (102,555,000) | |
Current liabilities exceeding current assets | € 71,549 | |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Potentially shares issuable | 802,780,311 | 766,180,633 |
Potentially shares issuable convertible loans | 777,030,311 | 740,430,633 |
Basic weighted and diluted | 303,757,622 | 303,757,622 |
Budget description | The overall budget related to the project is US$8,850 with US$7,131 approved for the period of (May 2019 to April 2023). This includes the funds approved for the period of (May 2022 to April 2023) 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$4,650 approved for the period of (May 2019 to April 2023). This includes the funds approved for the period of (May 2022 to April 2023) of US$1,328 | |
Grant Revenue [Member] | ||
Concentration risk percentage | 99% | 99% |
First Year [Member] | ||
Sub award grant revenue USD | € 599 | |
Sub award grant revenue euro | 542 | |
Sub award project cost USD | 743 | |
Second Year [Member] | ||
Sub award grant revenue USD | 1,048 | |
Sub award grant revenue euro | 909 | |
Sub award project cost USD | 1,519 | |
Third Year [Member] | ||
Sub award grant revenue USD | 986 | |
Sub award grant revenue euro | 899 | |
Sub award project cost USD | 1,078 | |
Fourth Year [Member] | ||
Sub award grant revenue USD | 296 | |
Sub award grant deferred revenue USD | 7 | |
Sub award project cost USD | € 1,328 | |
Stock Option [Member] | ||
Potentially shares issuable | 25,750,000 | 25,750,000 |
Leases (Details Narrative)
Leases (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 EUR (€) | |
Weighted average incremental borrowing rate | 5% |
General and administrative | € 3 |
Weighted average lease term | 2 years 3 months |
Epalinges [Member] | |
Lease rent | € 4 |
Leiden [Member] | |
Lease rent | € 9 |
Income Taxes (Details)
Income Taxes (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
U.S. Federal statutory rates on net loss before income taxes | € (1,009) | € (993) |
Effect of foreign statutory rate differences | (57) | (60) |
Effect of exchange rate changes | (1,058) | (1,089) |
Expiration of net operating loss carry forwards | 428 | 217 |
Permanent differences | 0 | 0 |
Change in valuation allowance | 1,696 | 1,925 |
Income tax provision | € 0 | € 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - EUR (€) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loss before provision | € 4,806 | € 4,730 |
Switzerland | ||
Loss before provision | 382 | 438 |
The Netherlands | ||
Loss before provision | 1,045 | 1,043 |
United States | ||
Loss before provision | € 3,379 | € 3,249 |
Income Taxes (Details 2)
Income Taxes (Details 2) - EUR (€) | Dec. 31, 2022 | Dec. 31, 2021 |
Licenses capitalized for United States tax purposes | € 0 | € 60 |
Stock options | 160 | 160 |
Foreign tax credit carry over | 240 | 226 |
Gross deferred tax asset | 19,662 | 19,928 |
Less valuation allowance for deferred tax asset | (21,731) | (19,928) |
Net deferred tax asset | 0 | 0 |
Switzerland | ||
Net operating loss carry forwards | 87 | 61 |
The Netherlands | ||
Net operating loss carry forwards | 1,582 | 1,354 |
United States | ||
Net operating loss carry forwards | € 21,731 | € 18,067 |
Income Taxes (Details 3)
Income Taxes (Details 3) | Dec. 31, 2022 EUR (€) |
United States | |
Net operating loss carry forwards | € 93,627 |
United States | 2026 | |
Net operating loss carry forwards | 1,973 |
United States | Perpetual | |
Net operating loss carry forwards | 3,918 |
United States | 2023 | |
Net operating loss carry forwards | 1,355 |
United States | 2024 | |
Net operating loss carry forwards | 1,405 |
United States | 2027 | |
Net operating loss carry forwards | 10,408 |
United State | 2028 - 2040 | |
Net operating loss carry forwards | 72,986 |
United States | 2025 | |
Net operating loss carry forwards | 1,582 |
Switzerland | |
Net operating loss carry forwards | 347 |
Switzerland | 2026 | |
Net operating loss carry forwards | 0 |
Switzerland | Perpetual | |
Net operating loss carry forwards | 0 |
Switzerland | 2023 | |
Net operating loss carry forwards | 0 |
Switzerland | 2024 | |
Net operating loss carry forwards | 69 |
Switzerland | 2025 | |
Net operating loss carry forwards | 0 |
Switzerland | 2028 - 2040 | |
Net operating loss carry forwards | 278 |
Switzerland | 2027 | |
Net operating loss carry forwards | 0 |
The Netherlands | |
Net operating loss carry forwards | 6,329 |
The Netherlands | 2026 | |
Net operating loss carry forwards | 1,005 |
The Netherlands | Perpetual | |
Net operating loss carry forwards | 0 |
The Netherlands | 2023 | |
Net operating loss carry forwards | 43 |
The Netherlands | 2024 | |
Net operating loss carry forwards | 0 |
The Netherlands | 2025 | |
Net operating loss carry forwards | 731 |
The Netherlands | 2028 - 2040 | |
Net operating loss carry forwards | 3,629 |
The Netherlands | 2027 | |
Net operating loss carry forwards | € 921 |
Stock Options (Details)
Stock Options (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of options outstanding, beginning | 25,750,000 | 25,750,000 |
Granted | 0 | 0 |
Exercised | 0 | 0 |
Expired/forfeited | 0 | 0 |
Number of options outstanding, ending | 25,750,000 | 25,750,000 |
Number of options exercisable | 25,750,000 | 25,750,000 |
Weighted average exercise price outstanding, beginning | € 0.0273 | € 0.0273 |
Weighted average exercise price outstanding, ending | 0.0210 | 0.0210 |
Granted | 0 | 0 |
Exercised | 0 | 0 |
Expired/forfeited | 0 | 0 |
Weighted average exercise price exercisable | € 0.0210 | 0.0210 |
Weighted average remaining contractual life outstanding | 1 year 3 months 10 days | |
Weighted average remaining contractual life exercisable | 1 year 3 months 10 days | |
Aggregate intrinsic value outstanding | € 232,600 | |
Aggregate intrinsic value exercisable | € 232,600 | |
Weighted average exercise price outstanding, ending | 0.0273 | |
Maximum | ||
Weighted average exercise price outstanding, beginning | € 0.023 | 0.23 |
Weighted average exercise price exercisable | 0.023 | |
Weighted average exercise price outstanding, ending | 0.023 | 0.023 |
Minimum | ||
Weighted average exercise price outstanding, beginning | 0.02 | 0.02 |
Weighted average exercise price exercisable | 0.02 | |
Weighted average exercise price outstanding, ending | € 0.02 | € 0.02 |
Stock Options (Details 1)
Stock Options (Details 1) - € / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of options outstanding, beginning | 25,750,000 | 25,750,000 | 25,750,000 |
Weighted average exercise price outstanding, beginning | € 0.0273 | € 0.0273 | |
Number of options exercisable | 25,750,000 | 25,750,000 | |
Weighted average exercise price exercisable | € 0.0210 | € 0.0210 | |
Weighted average remaining contractual life outstanding | 1 year 3 months 10 days | ||
$ 0.02 - $ 0.023 | |||
Number of options outstanding, beginning | 25,750,000 | ||
Weighted average exercise price outstanding, beginning | € 0.021 | ||
Number of options exercisable | 25,750,000 | ||
Range of exercise price per share, Lower Limit | € 0.02 | ||
Range of exercise price per share, Upper Limit | 0.023 | ||
Weighted average exercise price exercisable | € 0.021 | ||
$0.02 | |||
Number of options outstanding, beginning | 17,450,000 | ||
Weighted average exercise price outstanding, beginning | € 0.020 | ||
Number of options exercisable | 17,450,000 | ||
Range of exercise price per share, Upper Limit | € 0.02 | ||
Weighted average exercise price exercisable | € 0.020 | ||
Weighted average remaining contractual life outstanding | 9 months 18 days | ||
$0.023 | |||
Number of options outstanding, beginning | 8,300,000 | ||
Weighted average exercise price outstanding, beginning | € 0.023 | ||
Number of options exercisable | 8,300,000 | ||
Range of exercise price per share, Upper Limit | € 0.023 | ||
Weighted average exercise price exercisable | € 0.023 | ||
Weighted average remaining contractual life outstanding | 2 years 3 months 18 days |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - shares | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2013 | Dec. 31, 2010 | |
Grants of stock option | 0 | 0 | ||
Issuance of common stock | 303,757,622 | 303,757,622 | ||
2001 Qualified Incentive Stock Option Plan [Member] | ||||
Issuance of common stock | 5,000,000 | |||
2009 Qualified Incentive Stock Option Plan [Member] | ||||
Incentive stock options | 4,350,000 | |||
2013 Qualified Incentive Stock Option Plan [Member] | ||||
Grants of stock option | 1,150,000 | |||
Incentive stock options | 30,000,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) - EUR (€) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments | ||
Rent expense | € 171 | € 162 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Round Enterprises Ltd and Eardley Holding AG [Member] - February 28 2023 [Member] - EUR (€) | 1 Months Ended | 12 Months Ended |
Feb. 28, 2023 | Dec. 31, 2022 | |
Promissory notes issued | € 500 | |
Subsequent Event [Member] | ||
Intrest rate | 2.50% |