Edgar Filing: MYMETICS CORP

form10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ______ TO _____

COMMISSION FILE NUMBER 000-25132

MYMETICS CORPORATION

(Exact name of Registrant as specified in its charter)

DELAWARE		25-1741849
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Mymetics S.A.

Biopole

Route de la Corniche, 4

1066 Epalinges (Switzerland)

(Address of principal executive offices)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 011 41 21 653 4535

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

COMMON STOCK, $0.01 PAR VALUE

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

o Large accelerated filer

o Accelerated filer

o Non-accelerated filer

x smaller reporting company

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

The aggregate market value of the voting common stock held by non-affiliates of the registrant (assuming officers and directors are affiliates) was approximately U.S. $4,292,809 as of December 31, 2012, computed on the basis of the closing price on such date.

As of March 28, 2013, there were 295,318,813 shares of the registrant's Common Stock outstanding.

FORWARD LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements, which are identified by the words "believe," "expect," "anticipate," "intend," "plan" and similar expressions. The statements contained herein which are not based on historical facts are forward-looking statements that involve known and unknown risks and uncertainties that could significantly affect our actual results, performance or achievements in the future and, accordingly, such actual results, performance or achievements may materially differ from those expressed or implied in any forward-looking statements made by or on our behalf. These risks and uncertainties include, but are not limited to, risks associated with our ability to successfully develop and protect our intellectual property, our ability to raise additional capital to fund future operations and compliance with applicable laws and changes in such laws and the administration of such laws. These risks are described below and in "Item 1. Business," "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" included in this Form 10-K. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date the statements were made.

TABLE OF CONTENTS

PART I

ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	13
ITEM 1B.	UNRESOLVED STAFF COMMENTS	18
ITEM 2.	PROPERTIES	18
ITEM 3.	LEGAL PROCEEDINGS	18
ITEM 4.	MINE SAFETY DISCLOSURES	18

PART II

ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	19
ITEM 6.	SELECTED FINANCIAL DATA	21
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	26
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	26
ITEM 9A.	CONTROLS AND PROCEDURES	26
ITEM 9B.	OTHER INFORMATION	27

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE	28
ITEM 11.	EXECUTIVE COMPENSATION	30
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	33
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	34
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	34

PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	36

SIGNATURES		62

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PART I

ITEM 1.BUSINESS

THE CORPORATION

OVERVIEW

We are a vaccine company developing unique vaccines that focus on the mucosal layer as a first line of defense against viruses entering the blood stream and the development of virosomes as a new vaccine delivery platform. We believe that virosomes are the most promising vaccine delivery systems since they do not use live attenuated or killed pathogens and increase the immunogenicity and stability of the vaccine.

We currently do not make, market or sell any products, but we generate some limited revenue through the licensing of certain of our technology. We believe, however, that our research and development activities will result in valuable intellectual property that can generate significant revenues for us in the future such as by licensing. Vaccines are one of the fastest growing markets in the pharmaceutical industry. Vaccines have evolved from being an exclusively low price sector to one where substantial prices may be paid for some vaccine products.

HISTORY AND DEVELOPMENT OF THE COMPANY

We were incorporated in July 1994 pursuant to the laws of the Commonwealth of Pennsylvania under the name "PDG Remediation, Inc." In November 1996, we reincorporated under the laws of the State of Delaware and changed our name to "ICHOR Corporation." In July 2001, we changed our name to "Mymetics Corporation."

In March 2001, we acquired 99.9% of the outstanding shares of the French registered company Mymetics S.A. in consideration for shares of our common stock and shares of Class B Exchangeable Preferential Non-Voting Stock of 6543 Luxembourg S.A., which are convertible into shares of our common stock. In 2002, we acquired all but 0.01% of the remaining outstanding common stock of Mymetics S.A. pursuant to share exchanges with the remaining stockholders of Mymetics S.A. The terms of these share exchanges were substantially similar to the terms of the share exchange that occurred in March 2001. In 2004, all the remaining convertible shares of 6543 Luxembourg S.A. not already held by Mymetics Corporation were converted into shares of Mymetics Corporation. On February 7, 2006, the Tribunal de Commerce in Lyon, France placed the French subsidiary Mymetics S.A., under receivership ("Redressement Judiciaire").

We own all of the outstanding voting stock of: (i) Mymetics S.A., a company originally organized as Mymetics Management Sаrl in 2007 under the laws of Switzerland, (ii) 6543 Luxembourg S.A., a joint stock company organized in 2001 under the laws of Luxembourg,(iii) Bestewil Holding B.V. and (vi) Bestewil Holding B.V’s subsidiary Mymetics B.V. (formerly Virosome Biologicals B.V.) both of which are organized under the laws of The Netherlands and were acquired in 2009. In this document, unless the context otherwise requires, "Mymetics" and the "Corporation" refer to Mymetics Corporation and its subsidiaries.

MYMETICS S.A.

Our Swiss subsidiary Mymetics S.A. was founded in 2007 as Mymetics Management Sàrl to facilitate the conduct of our business in Switzerland. This includes managing our staff retirement and social security contributions, leasing our Swiss premises and other such local tasks which a U.S. registered company cannot easily conduct without significant legal and organizational costs. The change in name and bylaws affected in 2009, from “Société à Responsabilité Limitée » (SàRL) to “Société Anonyme” (SA) is indicative of the transition from a pure service company status of this unit to a development company in its own rights within Mymetics Corporation.

LUXEMBOURG 6543 S.A.

Our Luxembourg subsidiary, Luxembourg 6543 S.A., was founded in 2001 in connection with the acquisition of Mymetics S.A. of France (formerly Hippocampe S.A.) by Mymetics Corporation. Luxembourg 6543 S.A. is dormant.

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BESTEWIL HOLDING B.V. and its subsidiary MYMETICS B.V.

On April 1, 2009 we entered into an agreement with Norwood Immunology Limited (“NIL”) for the acquisition of Bestewil Holding B.V. (“Bestewil”) from its parent, NIL, under a Share Purchase Agreement pursuant to which we agreed to purchase all issued and outstanding shares of capital stock (the “Bestewil Shares”) of Bestewil from its parent, NIL, and all issued and outstanding shares of capital stock of Virosome Biologicals B.V. which were held by Bestewil. Virosome Biologicals B.V., the name of which was subsequently changed to Mymetics B.V., will continue to be engaged in research and development activities in its own facilities in Leiden (Netherlands) under the management of its founder, the original inventor of the virosome technology.

PRODUCTS UNDER DEVELOPMENT

Our current pipeline has five proprietary vaccines in development: HIV-1, malaria, herpes simplex virus type I and II(HSV-1 and HSV-II), respiratory syncytial virus (RSV) and intra-nasal influenza vaccine. The vaccines in our portfolio are primarily prophylactic. The current stage of development of these vaccines is shown in the table below:

Vaccine	Pre-Clinical	Phase I	Phase II
HIV-1		X
RSV	X
HSV	X
Malaria		X	X (ended in 2007)
Influenza		X

Note: The Phase II for the malaria vaccine was a different formulation than the current Mymetics malaria vaccine.

HIV-1 and AIDS

HIV-1 (human immunodeficiency virus type 1) is a retrovirus that gradually destroys the immune system and ultimately leads to AIDS. HIV-1 is among the pathogens harboring the highest genetic variation, leading to millions of variants, each rapidly mutating. Indeed, HIV-1 exists under many different versions (aka “clades”), like members of a large family; they are different from, but related to each other.

Our current prophylactic HIV-1 vaccine will be constituted of virosomes linked to conserved antigens (epitopes) derived from the HIV-1 gp41 proteins from the clade B, the dominant clade found in Europe and North America. Other conserved viral antigens are under investigation. The vaccine is designed to trigger blood and mucosal antibodies of both isotype IgG and IgA, for example in the vaginal and intestinal tracts. The rationale for the design of the vaccine was based on the observation that certain people who are repeatedly exposed to HIV-1 do not contract infection; they were shown to have mucosal antibodies in the semen or vaginal secretions against the HIV-1 gp41 that apparently protect them. Mymetics’ vaccine is trying to reproduce “Mother Nature”.

Key scientific results with the HIV vaccine to date:

2005: “Proof of Concept” for inducing mucosal antibodies. Vaccination of rabbits with virosomes-P1 elicited mucosal antibodies in the vagina and intestinal mucosa. P1 is a synthetic peptide corresponding to the C-terminal end of the C-helix ectodomain of the gp41. In a laboratory test, these antibodies strongly inhibited HIV-1 passage through the mucosal tissues, also called trancytosis, confirming the potential of developing an HIV-1 vaccine that prevents infection at the mucosal layer.

2006/2007: Mucosal antibodies in monkeys. Macaque monkeys (Macaca Mulatta), from Chinese origin, showed after vaccination with virosomes-P1, specific mucosal antibodies, which were detected in more than 90% of the animals and harboring the potential to block in-vitro HIV-1 trancytosis, confirming the rabbit data.

2008: Full protection of monkeys against multiple vaginal challenges with live heterologous clade B virus. Macaque monkeys from Chinese origin were vaccinated with both virosomes-modified P1 and virosomes-rgp41 (vaccine MYM-V201.) One month after the last vaccination, animals received multiple intra-vaginal challenges with the live SHIVSF162P3 virus. The vaccinated animals that developed mucosal antibodies with trancytosis inhibition activity were not infected with the virus, while the placebo vaccinated control group was fully infected.

Dec 2008: Approval to start Phase I clinical trials. After the ground breaking results of the monkey study in 2006 and 2008, a Phase I study proposal (IMPD, IB, clinical protocol, etc) was submitted and approved by the Independent Ethics Committee (IEC)of the Ghent University Hospital. Mymetics received the approval and authorization from the Federal Agency for Medicines and Health Products (FAGG) in Belgium to conduct the clinical trial MYM-V101-CT08-101 (EudraCT number 2008-007306-10) for testing the drug product MYM-V101 (virosomes with the modified and lipidated P1).

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Sep.- Oct. 2009: Production of the GMP-grade vaccine (MYMV101: virosomes-modified P1) for a Phase I clinical trial in Belgium. European competent authorities require GMP-grade products for clinical phase I. Currently in the U.S., GLP-grade products are required at this stage, while GMP-grade products are required from Phase II onwards. GMP-grade products are notoriously more difficult and costly to produce than GLP-grade ones. Succeeding in the GMP production is considered a major achievement.

Dec. 2009 – Sep. 2010: Phase I clinical trial –“proof of principle” with the final signed report in July 2011. The trial demonstrated that virosomes-modified P1 can induce mucosal antibodies in the genital tract of women, and confirmed the immunogenicity data previously obtained on monkeys. The drug product MYMV-101 was used as a vaccine in a double-blind, placebo-controlled Phase I study at CEVAC (Ghent, Belgium), involving 24 healthy women randomized in 2 Panels to monitor safety and mucosal immunogenicity: Panel 1: 10 microgram/dose and Panel 2: 50 microgram/dose. In each Panel, 8 subjects received the vaccine and 4 subjects received the placebo through intra-muscular (weeks 0 and 8) and intra-nasal (weeks 16 and 24) administrations. The Phase I clinical trial achieved its primary objective and showed that the HIV vaccine MYMV101 was safe and well tolerated by healthy women. The secondary objective was also met as the presence of IgG and IgA antibodies in the serum of all vaccinated women was detected. Further, samples showed that mucosal antibodies in the vaginal and rectal secretions were present. Tested vaginal secretions could block in vitro the HIV-1 transcytosis, confirming the previous pre-clinical work. Mymetics could claim a shelf life of nine months for its MYM-V101 drug product.

Next steps:

Until now Mymetics has financed the development of the HIV-1 vaccine mainly through its own capital. However, we continue to seek funding either through grants or through a partnership agreement to perform the further development of the HIV-1 vaccine.

2013: Further development of HIV-1 prophylactic vaccine. Following the Phase I clinical trial with only one out of two promising antigens, we intend to further develop and optimize the HIV-1 prophylactic vaccine formulation by adding an additional antigen and increasing its shelf life. This vaccine called MYM-V201 is expected to elicit a broader antibody immune response against other conserved regions of HIV-1 in order to minimize viral escape.

In 2013 Mymetics is preparing, contingent on funding through grants or through a partnership agreement, the bridge and toxicology studies for generating supportive data, which will lead to GMP production of the drug products MYM-V201 in 2014 if grants are obtained. A Phase I on women and men is expected to start by 2015, with Phase II trials to follow in 2016, and an eventual market launch anticipated in 2023.

Respiratory Syncytial Virus (RSV)

Approach: The RSV vaccine consists of the reconstituted membrane of RSV containing the native viral proteins, which can be adjuvanted with a lipopeptide or other adjuvants. In mice, our RSV vaccine was shown to induce cellular and humoral immunity to the virus, with a balanced Th1/Th2 response, resulting in protection against a live virus challenge, and without inducing “enhanced disease” (a skewed Th1/Th2 response being the hallmark of enhanced disease). In cotton rats, a better model than mice for RSV, the vaccine protected against a live virus challenge, without inducing enhanced disease. In a direct comparison with the 1960’s vaccine, another group of cotton rats was immunized with formaldehyde-inactivated virus, and developed enhanced disease after vaccination and challenge. Mymetics focuses on developing an RSV vaccine for elderly followed by a vaccine for children.

Key Results to date:

2007: First pre-clinical research on our RSV vaccine.

2008 and 2009: MedImmune repeated key experiments in order to obtain their own validation of the results. Results were beyond their expectation but MedImmune decided not to continue the program.

June 2010: Publication of Mymetics RSV results in scientific journal “Vaccine”.

2010: Conducting additional pre-clinical research and improving the manufacturing procedure of the RSV virosomes.

2011: We have improved the adjuvant ratio and continued further tests on cotton rats and mice at the University of Groningen, Netherlands, showing that a lower adjuvant ratio still triggers protection and the absence of enhanced disease and the vaccine could trigger systemic and mucosal antibodies.

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May 2012: Publication of Mymetics RSV vaccine results in scientific Journal “PLOS ONE”.

Next steps:

Our goal is to prepare a stable product that will be used for a Phase I trial in 2014. If the vaccine is safe, well tolerated and immunogenic during Phase I, we will directly move to Phase II in 2015. The Company will seek to enter into a license agreement with a major pharmaceutical company and a potential market launch in 2019.

We will continue process development and clinical development during 2013 for the vaccine providing, for example, in-line virus purification and inactivation procedures, and develop improved formulations of the vaccine, with augmented long term product stability. The additional costs of this program to us are significant but minor, as compared to a clinical trial cost. The product will then move into clinical development: up-scale production, assay developments, pre-clinical batch for toxicology and GMP batch for Phase I, which will represent substantial cost.

We will also develop versions of the RSV vaccine which are based on enhancing the immune response to selected epitopes, while reducing the potential for cross-reactivity with human proteins, along the lines of our HIV-1 program to serve as future improved vaccines.

Intranasal Influenza

Approach: The intranasal influenza vaccine consists of the reconstituted membrane of influenza virus, also containing a lipopeptide adjuvant. In mice, intranasal application of virosomes without adjuvant does not induce immunity to influenza; however, incorporation of the lipopeptide in the virosomes produces a candidate vaccine that does induce cellular immunity, as well as serum and mucosal antibodies to the virus. The vaccine was licensed to Solvay Pharmaceuticals, a major European pharmaceutical company, which was acquired by Abbott Laboratories. Since October 2011, Mymetics has been able to reclaim the intra-nasal influenza vaccine in its portfolio as Abbott decided not to continue the product due to strategic decisions.

Key results to date:

2005: The vaccine completed pre-clinical trials. A first milestone payment was received from Solvay in the same year.

2006: Successful completion of Phase I trial. The vaccine was shown to be safe and well tolerated and induced an immune response which met and exceeded CHMP (European regulatory) criteria for an off-the-shelf injected vaccine. Subsequent milestone payment was received.

Next steps:

Mymetics will seek partners for its intra-nasal influenza vaccines and will thereby focus on mainly emerging market vaccine manufacturers.

Malaria

Approach: The malaria vaccine design is based on optimized mimicry of the native parasite protein structure and eliciting antibodies against two stages of the parasite life cycle, unlike 70% of vaccine candidates, which target only one or the other parasite. It is today among the rare malaria vaccines able to also boost existing malaria immune responses (it has both prophylactic and therapeutic effects) in subjects that were previously exposed to malaria.

Key results to date:

2007: Mymetics acquired a Malaria vaccine project from Pevion Biotech (Ittigen, Switzerland). A human clinical trial Phase Ia for the vaccine with two antigens (AMA-1 and CSP-1) anchored to virosomes was successfully completed on adults in Switzerland. Results showed good safety and tolerability, and the induction of blood antibodies.

2008 - 2009: Phase Ib in Tanzania on children and young adults. The clinical trial Phase Ib in Tanzania evaluated the safety of the same antigens with virosomes on children and young adults under “native” (endemic) conditions. The final report showed that the vaccine induced specific AMA and CSP antibodies in the majority of children and the CSP antibodies have remained up 12 months. The overall malaria clinical symptoms were reduced by 50% in vaccinated group compared to the placebo group.

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Next steps:

Further development of the malaria vaccine will only be done based on grants or through an out-licensing agreement. If funds become thus available, the following projects are proposed:

Investigating new malaria antigens

Launching antigen interference study with various combinations

Launching toxicology studies with the best formulation susceptible to offer an improved protection in human exposed to Plasmodium falciparum.

Launching a new Phase I trial with three or more antigens (peptides and proteins).

Herpes Simplex Virus (HSV)

Approach: The current HSV vaccine candidate consists of the reconstituted membrane of HSV-1 or HSV-2, also containing a lipopeptide, or other adjuvant. In mice, the virosome vaccine induces better immunity than repeated near-lethal live virus infections, resulting in the induction of neutralizing antibodies, with predominantly a Th1 profile, cellular immunity, and vaginal IgA. Different routes of application are possible (intranasal, intramuscular).

Next steps:

We have identified the key elements of the vaccine that induce the protective immune response. In 2013 little funds will be allocated to this vaccine as the RSV vaccine is the priority.

STRATEGY

Our strategy is to extend the application of our key scientific approaches to new vaccines by:

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Exploiting the results and knowledge of mucosal protection based vaccines

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Leveraging the effective and safe virosome vaccine technology and know-how

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Advancing existing vaccine candidates through Phase II clinical trials with our partners

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Maintaining a comprehensive IP portfolio

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Adopting a flexible cost model based on a combination of in-house expertise and best-in-class outsourcing

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Entering into strategic partnerships with leading pharmaceutical companies

Our vision is to become the market leader in the development of new generation mucosal and virosomes based vaccines. We develop preventative vaccines that generate an efficient mucosal protection through mucosal antibodies as first line of defense, while blood antibodies would act synergistically, as a second line of defense.

To date, our focus has been on achieving very favorable results from the development of a core vaccine pipeline of RSV, HIV-1 and malaria, while securing the IP and know-how for the virosome technology and the mucosal based approach.

By using a lean and flexible operational platform and contracting with best-in-class partners, we have avoided the upfront cost of in-house resources and gained access to the best existing know-how. This has maximized the return on development and research.

MATERIAL THIRD PARTY AGREEMENTS

For the development of its vaccines the Company has entered into several agreements in the form of license agreements, exploitation agreements or co-ownership agreements with third parties. These third parties provide specific experience and capabilities or provide access to specific know how, which are not the core competence of Mymetics. The Company believes that the following third party agreements are material. The following summaries of their material terms are qualified in their entirety by reference to the agreements filed as exhibits to prior SEC filings by the Company as set forth under Item 15 (Exhibits and Financial Statement Schedules).

INSERM

The Co-Ownership Agreement dated January 8, 2008 for two patents PCT IB2005/001180 and PCT IB2005/001182, has been cancelled by Mymetics as it does not fit the strategic direction of the company.

Exploitation Agreement dated January 8, 2008 that allows Mymetics to have global rights to develop, promote, produce, co-produce, sell and distribute HIV products based on any of the following three patents: PCT IB2005/001180, PCT IB2005/001182 and PCT IB 2006/000466 has been amended on August 4, 2011 and now only includes the PCT IB 2006/000466 patent.

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Milestone payments:

Closing of fund raising round of at least E10 million before January 5, 2012: E400,000.

End of phase I: E70,000.

End of phase II: E1,600,000.

End of Phase III: E300,000.

First commercialization: E500,000.

Royalty payments in case of direct or indirect commercialization:

For sales below E250,000,000: 1%.

For sales between E250,000,000 and E500,000,000: 2%

For sales more than E500,000,000: 3%.

The Exploitation Agreement terminates upon the later of: the expiration date of the longest-lived patent, or, 10 years after the first date of commercialization of the product, unless terminated by INSERM following market approval of the HIV products in the event (i)Mymetics does not develop the product for a period more than six months, (ii) the exploitation of the product is interrupted for a period of more than twelve months, or (iii) there is an absence of sales for twelve months starting from the date of market approval.

PEVION

License Agreement dated March 1, 2007 for the exclusive use by Mymetics of the Pevion virosomes for its HIV vaccine (HIV Agreement).

Milestone payments:

10% of all monetary consideration (excluding royalties) received from 3rd parties.

E400,000 if Mymetics starts phase I clinical trial.

Royalties:

10% of all monetary consideration received by Mymetics.

The HIV Agreement is subject to termination by either party in writing following a notice period of ninety days and in absence of such termination, will terminate in each country as of the expiration date of the longest-lived product patent rights on a country-by-country basis.

Acquisition and License agreement dated May 19, 2008 for the Pevion virosomes and peptides for the malaria vaccine (Malaria Agreement).

Milestone payments:

E2,000,000 start of phase II clinical trial in Africa.

Royalties:

Maximum of 15% on all income generated from markets in which the malaria vaccine is sold on a commercial basis.

The Malaria Agreement is subject to termination by either party in writing following a notice period of ninety days and, in the absence of such termination, will terminate in each country as of the expiration date of the longest-lived product patent rights on a country-by-country basis.

PX’THERAPEUTICS

Gp41 Manufacturing Technology Agreement dated January 26, 2009 between PX Therapeutics and Mymetics under which PX Therapeutics agrees to transfer the know-how to manufacture recombinant Gp41 for Mymetics’ HIV vaccine. The term of the agreement is for five years after the date of signature and renewable at the request of Mymetics. Mymetics is allowed to terminate the contract one month after the event of knowledge transfer has been confirmed by both parties.

Annual retainer of E200,000 until the earlier of five years or when the HIV vaccine is market approved.

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Milestone payments:

E600,000 after knowledge transfer

E900,000 when Mymetics has deposited and received acceptance of the IMPD (or IND) with regulatory authorities, such as the FDA in the United States, to start a clinical trial.

Royalty payments:

1% on all income generated from the commercialization of the product.

NORWOOD IMMUNOLOGY

Share Purchase Agreement dated March 5, 2009 pursuant to which Mymetics acquired Mymetics B.V. from Norwood Immunology Ltd. Payments to Norwood are for the intranasal influenza vaccine, Mymetics’ RSV vaccine and Mymetics’ HSV vaccine.

Intranasal Influenza vaccine:

a milestone payment of E3,000,000 at the start of a phase III clinical trial of Mymetics’ intranasal influenza vaccine if the phase III clinical trial commences before April 1, 2013.

HSV vaccine:

Payments of 25% of all income generated by Mymetics. This includes all upfront, milestone and royalty income received for Mymetics’HSV vaccine.

INTELLECTUAL PROPERTY

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WO/1999/025377 (GP41 mutee) Method for obtaining vaccines for preventing the pathogenic effects related to a retroviral infection Mymetics Corp. Expiration date: November 16, 2018

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WO/2005/010033 (GP41 ter) New soluble and stabilized trimeric form of GP 41 polypeptide Mymetics Corp. Expiration date: July 28, 2024

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WO/2007/099446 (Virosome-P1) Virosome-like vesicles comprising gp41 - derived antigens Mymetics Corp. + INSERM + Pevion Expiration date: January 3, 2027

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US/61/202 215 (GP41 4th gen) Mymetics Corp. Expiration date: February 5, 2029

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US/61/202 219 (Splitting GP41) Mymetics Corp. Expiration date: February 5, 2029

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WO/2004/106366 (UK39) Methods for synthetizing conformationally constrained peptides, peptidomimetics and use of such peptidomimetics as synthetic vaccines Mymetics Corp. Expiration date: June 1, 2024

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WO/2004/078099 (AMA49) Compositions and methods for the generation of immune response against Malaria Mymetics Corp. Expiration date: March 2, 2023

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WO/1995/032706 (INEX) Virosome-mediated intracellular delivery of therapeutic agents Bestewil BV Expiration date: May 31, 2015

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WO/2004/045641 (APRECS) Antigen-complexes Bestewil BV Expiration date: November 19, 2023

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WO/2004/110486 (Lipopeptide) Functionally reconstituted viral membranes containing adjuvant Bestewil BV Expiration date: June 17, 2024

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WO/2004071492 (DCPC) Virosome-like particles Bestewil BV Expiration date: December 2, 2023

COMPETITION

We have not yet developed an actual product or generated significant revenues. Our future competitive position depends on our ability to successfully develop our intellectual property, and to license or sell such intellectual property to third parties on financially favorable terms. Although we believe that the results of our research and development activities have been favorable, there are numerous entities and individuals conducting research and development activities in the area of human biology and medicine, all of which could be considered competitors.

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The worldwide vaccine market is dominated by five large multinational companies: Sanofi Pasteur S.A. (formerly Aventis Pasteur S.A.), Merck & Co., GlaxoSmithKline Plc, Pfizer-Wyeth and Novartis-Chiron Inc. Smaller and mid-size companies such as Crucell (acquired by Johnson & Johnson) and Novavax are developing vaccines in the same area as Mymetics.

While many of these entities have greater financial and scientific capabilities, and greater experience in conducting pre-clinical and clinical trials, the Company believes that its innovative approach to vaccine development is very competitive.

GOVERNMENTAL REGULATION

Our strategy was crafted in part to minimize the risks usually associated with Phase III clinical trials, regulatory approvals and marketing, which are expected to be borne by one or more future partners.

We contract with third parties to perform research projects related to our business. These third parties are located in various countries and are subject to the applicable laws and regulations of their respective countries. Accordingly, regulation by government authorities in the United States, the European Union and other foreign countries is a significant factor in the development, manufacture and marketing of our proposed products by our future partners and therefore has a direct impact on our ongoing research and product development activities.

Any products that will be developed by our future partners based on our technology will require regulatory approval by government agencies prior to commercialization. In particular, like human therapeutic products, vaccines are subject to rigorous pre-clinical studies and clinical trials and other approval procedures of the FDA and similar regulatory authorities in foreign countries. In addition, various federal and state statutes and regulations will also govern, or influence testing, manufacturing, safety, labeling, storage and record keeping related to such products and their marketing. The process of obtaining these approvals and the subsequent substantial compliance with appropriate federal and state statutes and regulations require the expenditure of substantial time and financial resources. Obtaining royalties in the future will depend on our future partners' ability to obtain and maintain the necessary regulatory approvals.

Pre-clinical studies are generally conducted on laboratory animals to evaluate the imunogenicity (induction of antibodies of the cellular response), first proof of potential efficacy and safety of a product. In light of our limited financial resources, clinical trials of our vaccines are conducted first in Europe under the European Union (“EU”) guidelines, a quicker and less expensive approach than seeking FDA approval, which we intend to do after EU approval is granted and we expect our financial resources to be greater. There is however no certainty that such EU approval will be granted. The Phase I, II and III EU clinical trials are similar to those required for FDA approval. The FDA requirements are addressed in this discussion.

The process which is described below is therefore to be considered as generic background information which is relevant to the industry as a whole. As such process applies to drugs as well as vaccines, the term “drugs” as used hereafter refers also to vaccines.

In the United States, any company developing new drugs must submit the results of pre-clinical studies to the FDA as a part of an investigational new drug application, or IND, which application must become effective before it can begin clinical trials in the United States. An IND becomes effective 30 days after receipt by the FDA unless the FDA objects to it and the IND must be annually updated. Typically, clinical evaluation involves a time-consuming and costly three-phase process.

Phase I refers typically to closely monitored clinical trials and includes the initial introduction of an investigational new drug into human patients or normal healthy volunteer subjects. Phase I clinical trials are designed to determine the safety (metabolic and pharmacologic actions of a drug in humans), the side effects associated with increasing drug doses and, if possible, to gain early evidence on effectiveness (inductions of antibodies in our case). Phase I trials also include the study of structure-activity relationships and mechanism of action in humans, as well as studies in which investigational drugs are used as research tools to explore biological phenomena or disease processes. During Phase I clinical trials, sufficient information about a drug's pharmacokinetics and pharmacological effects should be obtained to permit the design of well-controlled, scientifically valid, Phase II studies. The total number of subjects and patients included in Phase I clinical trials varies but is generally in the range of 20 to 80 people. Bioanalyses on the clinical trial samples in different in vitro assays must be conducted under good laboratory practice (GLP). At this stage, all techniques must be qualified according to standard operating procedures (SOPs) but it is not required to have the assays validated. Validating an assay consists of analyzing or verifying the 8 or 9 assay parameters as described in the US pharmacopeia or the ICH guidelines: 1) accuracy; 2) precision; 3) limit of detection; 4) limit of qualification; 5) specificity; 6) linearity and range; 7) robustness; and 8) system suitability.

Phase II refers to controlled clinical trials conducted to evaluate the safety and effectiveness of a drug for a particular indication or indications in patients with a disease or condition under study and to determine the common short-term side effects and risks associated with the drug. These clinical trials are typically well-controlled, closely monitored and conducted in a relatively small number of patients, usually involving no more than several hundred subjects. For prophylactic vaccines, a fraction of the enrolled subjects for the Phase II trials should ideally correspond to people at higher risk to contract the infection due to their social and/or sexual behaviors. At this stage, all identified and relevant techniques must be qualified and validation should be initiated prior starting the phase II and full validation must be achieved at the end of the phase II, prior launching Phase III. Completion of Phase II trials generally corresponds to the “stage of development” where big Pharma have a high interest for the drug product.

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Phase III refers to expanded controlled clinical trials, which many times are designated as "pivotal trials" designed to reach end points that the FDA has agreed in advance, if met, would allow approval for marketing. These clinical trials are performed after preliminary evidence suggesting effectiveness of a drug has been obtained. Meanwhile, prophylactic vaccines are different because the true evidence of effectiveness is obtained during the Phase III trials involving an important fraction of the enrolled subjects with high risk of contracting the pathogen, providing more statistical power. Depending on the vaccine tested, vaccinated subjects are monitored over a period of few months to several years and the infection rate (protection) of this group is compared to the placebo treated group. Phase III trials are intended to gather additional information about the effectiveness and safety that is needed to evaluate the overall benefit-risk relationship of the drug and to provide an adequate basis for physician labeling. Phase III clinical trials can include from several hundred to tens of thousands of subjects depending on the specific indication being tested.

The FDA closely monitors the progress of each of the three phases of clinical trials that are conducted in the United States and may, at its discretion, re-evaluate, alter, suspend or terminate the testing based upon the data accumulated to that point and the FDA's assessment of the risk/benefit ratio to the patient. Once Phase III trials are completed, drug developers submit the results of pre-clinical studies and clinical trials to the FDA, in the form of a new drug application, or NDA, for approval to commence commercial sales. In response, the FDA may grant marketing approval, request additional information or deny the application if the FDA determines that the application does not meet the predetermined study goals and other regulatory approval criteria.

Furthermore, the FDA may prevent a drug developer from marketing a product under a label for its desired indications, which may impair commercialization of the product.

If the FDA approves the new drug application, the drug becomes available for physicians to prescribe in the United States. After approval, the drug developer must submit periodic reports to the FDA, including descriptions of any adverse reactions reported. The FDA may request additional studies, known as Phase IV clinical trials to evaluate long-term effects.

We will be required to comply with similar regulatory procedures in countries other than the United States.

In addition to studies requested by the FDA after approval, a drug developer may conduct other trials and studies to explore use of the approved compound for treatment of new indications. The purpose of these trials and studies and related publications is to broaden the application and use of the drug and its acceptance in the medical community.

At this time, neither we nor any of our partners have submitted any of its pre-clinical results to the FDA. It is only in 2009 that the local Belgium Authority Approval to begin Phase I human clinical trials for our HIV vaccine was received.

Our future partner(s) will have to complete an approval process, similar to the one required in the United States, in virtually every foreign target market in order to commercialize product candidates based on our technology in those countries. The approval procedure and the time required for approval vary from country to country and may involve additional testing. Approvals (both foreign and in the United States) may not be granted on a timely basis, or at all. In addition, regulatory approval of prices is required in most countries other than the United States. We face the risk that the resulting prices would be insufficient to generate an acceptable return to our partner(s).

EMPLOYEES

Ronald Kempers is our President and Chief Executive Officer. Additionally, there is one full-time employee of Mymetics Corporation: Dr. Sylvain Fleury, Ph.D., Chief Scientific Officer.

On January 30, 2012, Jacques-Francois Martin resigned as President and CEO of Mymetics to be effective no later than May 1, 2012, but he remained as Chairman of the Board. On March 23, 2012, we announced that in connection with our financing efforts and decision to pursue new strategic alternatives, including moving our headquarters to the United States, we appointed Dr. Christopher S. Henney to be Chairman of our Board of Directors and Grant Pickering to be President and CEO and a member of our Board of Directors. We also added Ulrich Burkhard, Managing Partner and Director of the Marcuard Family Office, as a director. Concurrent with the appointment of these three individuals to these Board and executive positions, Jacques-Francois Martin resigned as Chairman of our Board of Directors and Christian Rochet, Sylvain Fleury and Martine Reindle resigned as members of the Board of Directors. Effective November 19, 2012, Mymetics appointed Ronald Kempers to be President and Chief Executive Officer, following the departure of Dr. Christopher S. Henney and Grant Pickering in accordance with the terms of their arrangement with the Company.

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Our Swiss subsidiary, Mymetics S.A., has on its payroll two employees: Director of Finance and Director of R&D.

Mymetics B.V. has one full time executive officer (CSO) plus three full-time assistants.

As of December 31, 2012, our Luxembourg affiliate had no employees.

WWW.MYMETICS.COM

News and information about Mymetics Corporation are available on our web site, www.mymetics.com.

ITEM 1A. RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this report on Form 10-K. An investment in our common stock is risky. If any of the following risks materialize, our business, financial condition or results of operations could be adversely affected. In such an event, the trading price of our common stock could decline, and you may lose part or all of your investment. When used in these risk factors, the terms "we" or "our" refer to Mymetics Corporation and its subsidiaries.

We are a company engaged exclusively in research and development activities, focusing primarily on vaccine development. Our strategy was crafted in part to minimize the risks usually associated with clinical trials, regulatory approvals and marketing, which we would expect to be borne by our future partner(s).

WE HISTORICALLY HAVE INCURRED NET LOSSES, EXPECT LOSSES TO CONTINUE FOR THE FORESEEABLE FUTURE AND MAY NEVER ACHIEVE PROFITABILITY.

We historically have incurred net losses. In the years ended December 31, 2012, and December 31, 2011, we sustained net losses of approximately E6,111,000 and E10,539,000, respectively. At December 31, 2012, we had an accumulated deficit of approximately E70,168,000. Total cash disbursed since 1990 for operating activities, including research and development, is E53,709,000.

The amount of these losses may vary significantly from year-to-year and quarter-to-quarter and will depend on, among other factors:

-	the timing and cost of product development;

-	the progress and cost of preclinical and clinical development programs;

-	the timing and cost of obtaining necessary regulatory approvals;

-	the timing and cost of sales and marketing activities for future products; and

-	the costs of pending and any future litigation of which we may be subject.

We currently are engaged in research and development activities and do not have any commercially marketable products. The product research and development process requires significant capital expenditures, and we do not have any other sources of revenue to off-set such expenditures.

Accordingly, we expect to generate additional operating losses at least until such time as we are able to generate significant revenues.

To become profitable, we will need to generate revenues to offset our operating costs, including our general and administrative expenses. We may not achieve or, if achieved, sustain our revenue or profit objectives, and our losses may increase in the future, and, ultimately, we may have to cease operations.

In order to generate new and significant revenues, we must successfully develop and commercialize our proposed products or enter into collaborative agreements with others who can successfully develop and commercialize them. Our business plan is predicated on commercializing our products in collaboration with others. Even if our proposed products are commercially introduced, they may never achieve market acceptance and we may never generate significant revenues or achieve profitability.

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WE NEED TO RAISE SUBSTANTIAL ADDITIONAL CAPITAL TO FUND OUR OPERATIONS AND WE MAY BE UNABLE TO RAISE SUCH FUNDS ON A TIMELY BASIS AND ON ACCEPTABLE TERMS.

We need to address our working capital needs to allow us to continue devoting our efforts to development of the business instead of raising needed capital. If we must devote a substantial amount of time to raising capital, it will delay our ability to achieve our business plan within the time frames that we now expect, which could increase the amount of capital we need and could threaten the success of our business if competitors are able to produce an effective vaccine and bring it to the market ahead of us.

OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OR PREDICT OUR FUTURE BUSINESS PROSPECTS.

We have no operating history, and our operating results are impossible to predict because we have not begun selling any products. We are in the development stage, and our proposed operations are subject to all of the risks inherent in establishing a new business enterprise, including:

-	the absence of an operating history;

-	the lack of commercialized products;

-	insufficient capital;

-	expected substantial and continual losses for the foreseeable future;

-	limited experience in dealing with regulatory issues;

-	limited marketing experience;

-	an expected reliance on third parties for the commercialization of our proposed products;

-	a competitive environment characterized by numerous, well-established and well-capitalized competitors;

-	uncertain market acceptance of our proposed products; and

-	reliance on key personnel.

The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the formation of a new business, the development of new technology, and the competitive and regulatory environment in which we will operate. See "Description of the Business".

Because we are subject to these risks, you may have a difficult time evaluating our business and your investment in our company.

OUR PROPOSED VACCINES ARE IN THE DEVELOPMENT STAGES AND WILL LIKELY NOT BE COMMERCIALLY INTRODUCED BEFORE 2018, IF AT ALL.

Our proposed key products still are in the development stage and will require further development, preclinical and clinical testing and investment prior to commercialization in the United States and abroad. See "Description of the Business". While we are pleased about the progress made to date on these products, we cannot be sure that these products in development will:

-	be successfully developed;

-	prove to be safe and efficacious in clinical trials;

-	meet applicable regulatory standards or obtain required regulatory approvals;

-	demonstrate substantial protective or therapeutic benefits in the prevention or treatment of any disease;

-	be capable of being produced in commercial quantities at reasonable costs;

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-	obtain coverage and favorable reimbursement rates from insurers and other third-party payers; or

-	be successfully marketed or achieve market acceptance by physicians and patients.

We do not intend to undertake any product development beyond Phase II human clinical trials (i.e., Phase III clinical studies) or be responsible for obtaining regulatory approval or marketing the products. Nevertheless, even if we are successful in selling or licensing our products to another pharmaceutical company, it is likely that any revenues we may receive in connection with those arrangements will depend upon other companies’ sales, which will, in turn, depend upon the factors stated above.

THE LOSS OF KEY SCIENTIFIC OR INDUSTRIAL PARTNERS WOULD DIMINISH OUR ABILITY TO ACHIEVE OUR BUSINESS PLAN.

Certain components or know-how obtained from partners such as Protein eXpert S.A. and PX’Therapeutics, supplier of GMP grade engineered mutated gp41 protein, or Pevion Biotech Ltd., supplier and integrator of virosomes, are key components of our vaccines currently under development. Accordingly, the loss of any of these components or know-how might prevent us from achieving our business plan, despite the fact that contractual safeguards are in place.

OUR BUSINESS MODEL IS PREDICATED ON OUR BELIEF THAT WE WILL BE ABLE TO ENGAGE LARGE PHARMACEUTICAL COMPANIES TO PARTNER WITH US IN THE DEVELOPMENT OF OUR PRODUCTS AND FAILURE TO DO SO WILL LIKELY MAKE US UNATTRACTIVE AS AN ACQUISITION TARGET.

We anticipate that we will need a large pharmaceutical company to assist us with human trials and financing. See "Funding Requirements". Our failure to succeed in this endeavor will have a dramatic adverse result regarding our financial needs and ability to successfully sell any products that we develop.

IF WE FAIL TO OBTAIN REGULATORY APPROVAL TO COMMERCIALLY MANUFACTURE OR SELL ANY OF OUR FUTURE PRODUCTS, OR IF APPROVAL IS DELAYED OR WITHDRAWN, WE WILL BE UNABLE TO GENERATE REVENUE FROM THE SALE OF OUR PRODUCTS.

We must obtain regulatory approval to sell any of our products in the United States and abroad. In the United States, we must obtain the approval of the FDA for each product or drug that we intend to commercialize. The FDA approval process is typically lengthy and expensive, and approval is never certain. Products to be commercialized abroad are subject to similar foreign government regulation.

Generally, only a very small percentage of newly discovered pharmaceutical products that enter preclinical development are approved for sale. Because of the risks and uncertainties in biopharmaceutical development, our proposed products could take a significantly longer time to gain regulatory approval than we expect or may never gain approval. If regulatory approval is delayed or never obtained, our management's credibility, the value of our company and our operating results and liquidity would be adversely affected. Furthermore, even if a product gains regulatory approval, the product and the manufacturer of the product may be subject to continuing regulatory review. Even after obtaining regulatory approval, we may be restricted or prohibited from marketing or manufacturing a product if previously unknown problems with the product or its manufacture are subsequently discovered. The FDA may also require us to commit to perform lengthy post-approval studies, for which we would have to expend significant additional resources, which could have an adverse effect on our operating results and financial condition.

Although we have conducted pre-clinical studies, costly and lengthy human clinical trials are required to obtain regulatory approval to market our proposed vaccine, and the results of the trials are highly uncertain. In addition, the number of pre-clinical studies and human clinical trials that the FDA requires varies depending on the product, the disease or condition the product is being developed to address and regulations applicable to the particular product. Accordingly, we may need to perform additional pre-clinical studies using various doses and formulations before we can begin human clinical trials, which could result in delays in our ability to market any of our products. Furthermore, even if we obtain favorable results in pre-clinical studies on animals, the results in humans may be different.

After we have conducted pre-clinical studies in animals, we must demonstrate that our products are safe and effective for use on the target human patients in order to receive regulatory approval for commercial sale. The data obtained from pre-clinical and human clinical testing are subject to varying interpretations that could delay, limit or prevent regulatory approval. We face the risk that the results of our clinical trials in later phases of clinical trials may be inconsistent with those obtained in earlier phases. A number of companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials, even after experiencing promising results in early animal or human testing. Adverse or inconclusive human clinical results would prevent us from filing for regulatory approval of our products. Additional factors that can cause delay or termination of our human clinical trials include:

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-	slow patient enrollment;

-	timely completion of clinical site protocol approval and obtaining informed consent from subjects;

-	longer trial time than foreseen to demonstrate efficacy or safety;

-	adverse medical events or side effects in immunized patients; and

-	lack of effectiveness of the vaccines being tested.

Delays in our clinical trials could allow our competitors additional time to develop or market competing products and thus can be extremely costly in terms of lost sales opportunities and increased clinical trial costs.

EVEN IF OUR PROPOSED PRODUCTS RECEIVE EU AND FDA APPROVAL, THEY MAY NOT ACHIEVE EXPECTED LEVELS OF MARKET ACCEPTANCE, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND OPERATING RESULTS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Even if we are able to obtain required regulatory approvals for our proposed products, the success of those products is dependent upon market acceptance by physicians and patients. Levels of market acceptance for our new products could be impacted by several factors, including:

-	the availability of alternative products from competitors;

-	the price of our products relative to that of our competitors;

-	the timing of our market entry; and

-	the ability to market our products effectively.

Some of these factors are not within our control. Our proposed products may not achieve expected levels of market acceptance. Additionally, continuing studies of the proper utilization, safety and efficacy of pharmaceutical products are being conducted by the industry, government agencies and others. Such studies, which increasingly employ sophisticated methods and techniques, can call into question the utilization, safety and efficacy of previously marketed products. In some cases, these studies have resulted, and may in the future result, in the discontinuance of product marketing. These situations, should they occur, could have a material adverse effect on our business, financial position and results of operations, and the market value of our common stock could decline.

IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY, WE MAY NOT BE ABLE TO COMPETE AS EFFECTIVELY.

The pharmaceutical industry places considerable importance on obtaining patent and trade secret protection for new technologies, products and processes. Our success will depend, in part, upon our ability to obtain, enjoy and enforce protection for any products we develop or acquire under United States and foreign patent laws and other intellectual property laws, preserve the confidentiality of our trade secrets and operate without infringing the proprietary rights of third parties.

Where appropriate, we seek patent protection for certain aspects of our technology. However, our owned and licensed patents and patent applications may not ensure the protection of our intellectual property for a number of other reasons:

- Competitors may interfere with our patents and patent process in a variety of ways. Competitors may claim that they invented the claimed invention before us or may claim that we are infringing on their patents and therefore we cannot use our technology as claimed under our patent. Competitors may also have our patents reexamined by showing the patent examiner that the invention was not original or novel or was obvious.

- We are in the development stage and are in the process of developing proposed products. Even if we receive a patent, it may not provide much practical protection. If we receive a patent with a narrow scope, then it will be easier for competitors to design products that do not infringe on our patent. Even if the development of our proposed products is successful and approval for sale is obtained, there can be no assurance that applicable patent coverage, if any, will not have expired or will not expire shortly after this approval. Any expiration of the applicable patent could have a material adverse effect on the sales and profitability of our proposed product.

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- Enforcing patents is expensive and may require significant time by our management. In litigation, a competitor could claim that our issued patents are not valid for a number of reasons. If the court agrees, we would lose protection on products covered by those patents.

- We also may support and collaborate in research conducted by government organizations or universities. We cannot guarantee that we will be able to acquire any exclusive rights to technology or products derived from these collaborations. If we do not obtain required licenses or rights, we could encounter delays in product development while we attempt to design around other patents or we may be prohibited from developing, manufacturing or selling products requiring these licenses. There is also a risk that disputes may arise as to the rights to technology or products developed in collaboration with other parties.

It also is unclear whether efforts to secure our trade secrets will provide useful protection. While we use reasonable efforts to protect our trade secrets, our employees or consultants may unintentionally or willfully disclose our proprietary information to competitors resulting in a loss of protection. Enforcing a claim that someone else illegally obtained and is using our trade secrets, like patent litigation, is expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the United States are sometimes less willing to protect trade secrets. Finally, our competitors may independently develop equivalent knowledge, methods and know-how.

CLAIMS BY OTHERS THAT OUR PRODUCTS INFRINGE THEIR PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION.

The pharmaceutical industry has been characterized by frequent litigation regarding patent and other intellectual property rights. Patent applications are maintained in secrecy in the United States and also are maintained in secrecy outside the United States until the application is published. Accordingly, we can conduct only limited searches to determine whether our technology infringes the patents or patent applications of others. Any claims of patent infringement asserted by third parties would be time-consuming and could likely:

-	result in costly litigation;

-	divert the time and attention of our technical personnel and management;

-	cause product development delays;

-	require us to develop non-infringing technology; or

-	require us to enter into royalty or licensing agreements.

Although patent and intellectual property disputes in the pharmaceutical industry often have been settled through licensing or similar arrangements, costs associated with these arrangements may be substantial and often require the payment of ongoing royalties, which could hurt our gross margins. In addition, we cannot be sure that the necessary licenses would be available to us on satisfactory terms, or that we could redesign our products or processes to avoid infringement, if necessary. Accordingly, an adverse determination in a judicial or administrative proceeding, or the failure to obtain necessary licenses, could prevent us from developing, manufacturing and selling some of our products, which could harm our business, financial condition and operating results.

WE HAVE ANTI-TAKEOVER PROVISIONS IN OUR BYLAWS THAT MAY DISCOURAGE A CHANGE OF CONTROL.

Our bylaws contain provisions that could discourage, delay or prevent a change in control of our Company or changes in our management that the stockholders of our company may deem advantageous. These provisions

-	limit the ability of our stockholders to call special meetings of stockholders;

-	provide for a staggered board;

-	provide that our board of directors is expressly authorized to make, alter or repeal the bylaws; and

-	establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Since March 1, 2009, we leased new office space in a campus recently established near Lausanne (40 miles from Geneva) by the local state government to attract promising biotech companies. This houses our scientific management and administrative operations.

Bestewil Holding B.V. and its subsidiary Mymetics B.V operate from a similar biotechnology campus near Leiden in the Netherlands, where they occupy about 100 square meters for office and laboratory use.

We also conduct research operations at the properties of various third parties, worldwide.

ITEM 3. LEGAL PROCEEDINGS

Neither we, nor our wholly owned subsidiaries 6543 Luxembourg S.A., Mymetics S.A., Bestewil Holding B.V. nor its subsidiary Mymetics B.V. are presently involved in any litigation incident to our business.

ITEM 4. MINE SAFETY DISCLOSURES

None.

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PART II

ITEM5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES

(a)

Market Information. The Corporation's common stock is quoted on the OTC Bulletin Board under the trading symbol "MYMX"

The following table sets forth the quarterly high and low sales price per share of our common stock for the periods indicated. The prices represent inter-dealer quotations, which do not include retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

FISCAL QUARTER ENDED	HIGH		LOW

2011
March 31	$	0.150	$	0.150
June 30		0.125		0.125
September 30		0.055		0.055
December 31		0.034		0.026

2012
March 31	$	0.100	$	0.026
June 30		0.090		0.040
September 30		0.045		0.033
December 31		0.050		0.020

(b)

Stockholders. At March 28, 2013, we had approximately 650 holders of record of our common stock, some of which are securities clearing agencies and intermediaries.

(c)

Dividends. We have not paid any dividends on our common stock and do not intend to pay any dividends in the foreseeable future.

(d)

Securities Authorized for Issuance under Equity Compensation Plans.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about the common stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s existing equity compensation plans as of December 31, 2012.

	Number of Securities to be issued upon exercise of Options, Warrants and Rights			Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))
Plan
Category	(a)			(b)		(c)
Equity Compensation Plans (1)
Approved by Security Holders
2001 Plan		332,500	(2)	$	U.S. 0.33
2009 Plan		3,100,000	(3)	$	U.S. 0.15
Total		3,432,500		$	U.S. 0.20	1,360,000

(1) Equity compensation plans approved by security holders include (i) our 1994 Amended and Restated Stock

Option Plan, (ii) our 1995 Qualified Incentive Stock Option Plan and (iii) our 2001 Stock Option Plan.

(2) (i) 392,500 shares of common stock underlying options granted under the registrant’s 2001 Stock Option Plan.

(3) In June 2010 our Board of Directors approved a 2009 Stock Incentive Plan that will need authorization by our stockholders. We have granted 4,350,000 options under that Plan.

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In addition, Mymetics granted Norwood Immunology Limited (“NIL”) an option to acquire shares of Mymetics common stock equal to the result obtained by dividing $9,609,000 by the Conversion Price. As part of the Share Purchase Agreement, if Mymetics had issued shares of capital stock in connection with a financing to repay the Bridge Loan that had more favorable financial rights and preferences than the original conversion price or other terms, NIL had the right, at its election, to acquire those shares at the better terms. Since the Company converted the Bridge Loan to finance the acquisition at $0.50 in September 2010, the result is that the option allows NIL to acquire 19,218,450 shares of common stock. This warrant expired on April 1, 2012.

Further, on July 1, 2010, Mymetics issued a warrant to Round Enterprises providing the right to buy 32 million shares of Mymetics common stock at a price of US$ 0.25 per share. The warrant is valid from July 1, 2010 until June 30, 2013.

ISSUANCES OF UNREGISTERED SECURITIES

Set forth below is information regarding our sales of unregistered securities during the period commencing on January 1, 2012 and ending on March 28, 2013. These issuances were made pursuant to individual contracts that are discrete from one another and in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and/or Regulation D promulgated under the Securities Act, as transactions by an issuer not involving any public offering to persons who are sophisticated in such transactions and who had knowledge of and access to sufficient information about us to make an informed investment decision. Among this information was the fact that the securities were restricted securities.

-	On February 10, 2012, an existing investor was issued 19,301,474 common shares of Mymetics Corporation at $.08 per share, as conversion of a loan.

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ITEM 6. SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The following discussion and analysis of the results of operations and financial condition of us for the years ended December 31, 2012 and 2011 should be read in conjunction with our audited consolidated financial statements and related notes and the description of our business and properties included elsewhere herein.

RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31, 2012 COMPARED TO YEAR ENDED DECEMBER 31, 2011:

We received grant income of NIL and E25,000 for the years ended December 31, 2012 and 2011, respectively. We also received NIL and E150,000 related to license agreement fees for the years ended December 31, 2012 and 2011, respectively. The lack of product revenue is directly attributable to our focus on research and development. We believe that this focus will continue for the foreseeable future. Future revenues could be affected by local and other economic conditions, technology, competitive forces, and/or challenges to our intellectual property.

Research and development expenses increased to E1,616,000 in the current period from E1,343,000 in the comparative period of 2011, an increase of 20.33%. The increase of R&D was mainly related to the INSERM E400 milestone payment which is under negotiation. Research and development expenses of E1,616,000 in 2012 include E790,000 of scientific staff expenses and fees of our scientific consultants, E226,000 paid to scientific partners and suppliers of scientific services, and E600,000 for know-how annuity and milestone payment. Research and development expenses of E1,343,000 in 2011 Research and development expenses of E1,616,000 in 2012 include E790,000 of scientific staff expenses and fees of our scientific consultants, E226,000 paid to scientific partners and suppliers of scientific services, and E600,000 for know-how annuity and milestone payment.

General and administrative expenses decreased by 9.93% to E1,371,000 in the year ended December 31, 2012 from E1,520,000 in the comparable period of 2011, mainly as a result of reduced costs until we secure additional equity financing.

Interest expense decreased by 16.38% to E2,307,000 in the year ended December 31, 2012 from E2,759,000 in the comparable period of 2011, due to the payment of interests for a total amount of E511 in 2012 and the decrease of total loans from conversion into shares during both years. In the year 2011, an amortization of the debt discount of E600 was related to the warrant issued in conjunction with a note payable on July 1, 2010.

The fair value of acquisition-related contingent consideration increased by 13.56% to E6,533,000 in the year ended December 31, 2012 from E5,753,000 in the comparable period of 2011. A reassessment of fair value required an increase of E780,000 in the acquisition-related contingent consideration liability during 2012 mainly due to higher expected future milestone payments related to the RSV vaccine. Further, the timelines for possible out-licensing upfront and milestone payments for the RSV and HSV vaccine candidates have been moved out to reflect the Company’s strategy to out-license after a successful Phase II and start of a Phase III. Due to the return of the intra-nasal influenza vaccine to Mymetics, the license contract intangible asset has been fully impaired in 2011.

CRITICAL ACCOUNTING POLICIES AND MANAGEMENT ESTIMATES

The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Certain of the estimates and assumptions required to be made relate to matters that are inherently uncertain as they pertain to future events. While management believes that the estimates and assumptions used were the most appropriate, actual results could differ significantly from those estimates under different assumptions and conditions. The following is a description of those accounting policies believed by management to require subjective and complex judgments which could potentially affect reported results.

REVENUE RECOGNITION AND RECEIVABLES

As a development stage company, we have not generated any material revenues since we commenced our current line of business in 2001, and management does not anticipate generating any material revenues on a sustained basis unless and until a substantial licensing agreement or other commercial arrangement is entered into with respect to our technology.

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However, should we engage in any form of commercial activity, a revenue recognition and receivables policy according to the following principles would be implemented:

Revenue related to the sale of products is recognized when all of the following conditions are met: persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. 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. Based on this review procedure, management has determined that the allowances at December 31, 2012 and 2011 are sufficient. We charge off receivables to the allowance when management determines that a receivable is not collectible. We may retain a security interest in the products sold.

RESEARCH AND DEVELOPMENT

Research and development costs are expensed as incurred.

CURRENCY TRANSLATION

Our reporting currency is the Euro because substantially all of our activities are conducted in Europe. Non-Euro assets and liabilities of our subsidiaries are translated at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the year. Unrealized gains or losses from these translations are reported as a separate component of comprehensive income. Transaction gains or losses are included in general and administrative expenses in the consolidated statements of operations. The translation adjustments do not recognize the effect of income tax because we expect to reinvest the amounts indefinitely in operations.

IN-PROCESS RESEARCH AND DEVELOPMENT

In-Process research and development (referred to as IPR&D) represents the estimated fair value assigned to research and development projects acquired in a purchased business combination that have not been completed at the date of acquisition and which have no alternative future use. IPR&D assets acquired in a business combination are capitalized as indefinite-lived intangible assets. These assets remain indefinite-lived until the completion or abandonment of the associated research and development efforts. During the period prior to completion or abandonment, those acquired indefinite-lived assets are not amortized but are tested for impairment annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired.

IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived assets, which include property and equipment, and the license contract, 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 in the period that the impairment occurs.

GOODWILL

Goodwill, which represents the excess of purchase price over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value based test. Goodwill is assessed for impairment on an annual basis as of April 1 of each year, unless events or circumstances indicate impairment may have occurred before that time. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. After assessing qualitative factors, the Company determined that no further testing was necessary. If further testing was necessary, the Company would have performed a two-step impairment test for goodwill. The first step requires the Company to determine the fair value of each reporting unit. To the extent a reporting unit’s carrying amount exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired and the Company must perform a second more detailed impairment assessment. The second impairment assessment involves allocating the reporting unit’s fair value to all of its recognized and unrecognized assets and liabilities in order to determine the implied fair value of the reporting unit’s goodwill as of the assessment date. The implied fair value of the reporting unit’s goodwill is then compared to the carrying amount of goodwill to quantify an impairment charge as of the assessment date.

The Company has conducted its impairment testing as of April 1, of 2012 and 2011 of its goodwill recognized in connection to the acquisition of Bestewil. In conclusion of this impairment testing, the carrying amount of the reporting unit was lower than the estimated fair value of the reporting unit. As the fair value of the reporting unit is higher than the carrying amount, Step 2 of the goodwill impairment test did not need to be completed. As of December 31, 2012, management believes there are no indications of impairment.

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CONTINGENT CONSIDERATION

We account for contingent consideration in a purchase business combination in accordance with applicable guidance provided within the business combination rules. As part of our consideration for the Bestewil acquisition, we are contractually obligated to pay additional purchase price consideration upon achievement of certain commercial milestones and future royalties. Therefore, we are required to update our assumptions each reporting period, based on new developments, and record such amounts at fair value until such consideration is satisfied.

STOCK BASED COMPENSATION POLICY

Compensation cost for all share-based payments is based on the estimated grant-date fair value. The Company amortizes stock compensation cost ratably over the requisite service period.

BUSINESS PLAN

We subcontract our research project modules to best of class research teams. We pay for and coordinate the work, consolidate the results, and retain all associated intellectual property. On rare occasions, we execute partnership agreements with companies offering technologies that can enhance our products. As human clinical trials have been initiated, access to our owned laboratory facilities becomes necessary.

We will continue in the foreseeable future to outsource to specialized third parties all human clinical trials of our vaccines, such process being complex and highly regulated.

Our business plan is predicated by the size and availability of our resources, which preclude us from pursuing our human clinical trials beyond phase II, which normally involves no more than 250-300 volunteers and a cost in the range of $5-10 million per phase I and II trial cycle. In contrast, phase III trial for a prophylactic vaccine involves up to 30,000 patients and several testing centers spread over two or more continents. The high number of volunteers, as well as the logistical complexity of such an undertaking, implies a cost-per-volunteer in the $10,000 to $12,000 range, or up to $360 million per phase III trial. Similarly, the cost and complexity of the vaccine registration procedure with the relevant European agencies can be very expensive. The cost of registration with the U.S. Food and Drug Administration (FDA) is generally significantly higher due to a variety of factors, including, potential product liability claims.

In light of the significant phase III costs, we expect to sign a partnership agreement with one or more of the major pharmaceutical companies active in the preventive vaccine market as soon as human clinical phase II trials are completed. Such partnership agreements typically involve an initial cash payment with covers the initial costs of R&D up to that time plus an adequate margin of profit, followed by a series of payments associated with specific milestones and finally, royalties on any sales of end products, assuming these have been approved by the various regulatory authorities involved, such as the FDA.

We are trying to achieve this for the HIV-1 vaccine by 2014, which has successfully completed the Phase I in Belgium. Malaria is the other vaccine that already completed successfully a Phase Ia (adults in Switzerland) and more recently a Phase Ib (children in Tanzania). Partnership for HIV-1 and malaria phase II and III might also involve non-profit entities such as the Bill and Melinda Gates Foundation or governmental agencies such as the NIH. These dates are based on our results, which have been encouraging so far.

We aim to partner our intra-nasal influenza vaccine during 2013, while we aim to partner our RSV vaccine around 2015, after completion of a successful Phase II.

We will enter into negotiations with potential pharmaceutical partners as soon as positive intermediary results will be observed in view of a partnership agreement as described above.

LIQUIDITY AND CAPITAL RESOURCES

We had E286,000 cash at December 31, 2012, compared to E382,000 at December 31, 2011.

As a development stage company, we have not generated significant material revenues since the current line of business was commenced in 2001, and we do not anticipate generating significant material revenues on a sustained basis unless and until a major licensing agreement or other commercial arrangement is entered into with respect to its technology.

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As of December 31, 2012, we had an accumulated deficit of approximately E70.2 million and incurred losses of E6,111,000 in the year ended December 31, 2012. This compares with losses of E10,539,000 in the year ended December 31, 2011. These accumulated losses are principally associated with the research and development of our HIV vaccine and RSV vaccine technologies, the acquisition of its malaria project from Pevion Biotech Ltd. and the acquisition of Bestewil and Mymetics B.V. We expect to continue to incur expenses in the future for research, development and activities related to the future licensing of our technologies.

Net cash used in operating activities was E4,959,000 for the year ended December 31, 2012, compared to E5,223,000 for the year ended December 31, 2011. The major factor in 2012 was costs incurred in connection with our the further development of our RSV vaccine and preparing it for GMP manufacturing for a human clinical trial Phase I, continued efforts of the Company to reduce expenses until it secures additional financing to allow it to enter into the clinical trials for its RSV and HIV.

Investing activities used cash of E1,000 for the year ended December 31, 2012 and E29,000 for the year ended December 31, 2011, both for the purchase of equipment in the Netherlands.

Financing activities provided cash of E4,846,000 for the year ended December 31, 2012, which includes new debt of E3,267,000 needed to fund 2012 operations and payment of interests to Norwood Immunology, compared to E3,820,000 for the year ended December 31, 2011, which includes new debt needed to fund 2011 operations.

Our major shareholder, a member of our Board of Directors and another previous investor have made available an aggregate E32,222,000 in the form of notes payable including interest, the details of which are described in Note 2 of our financial statements.

The Company’s budgeted cash outflow, or cash burn rate, for 2013 is approximately E3,550,000 for research and fixed and normal recurring expenses, assuming the ability to obtain the necessary financing and without taking into account any grants that may be obtained.

Our monthly burn rate is only relevant as regards administration expenses and amounts to E170,000. Other expenditures related to vaccine research and development will be triggered as soon as the financing of the company is secured.

2013 budget	12 Months
GMP lots production & Human Clinical Trials Phase Ib (HIV)	E	100,000
RSV and HSV		1,000,000
Further Virosome R&D		360,000
Administration		2,090,000
Total	E	3,550,000

Management expects the cash outflow on R&D to increase while keeping administrative costs relatively stable. The planned increase in 2013 over 2012 will depend on the success of our financing activities.

Administration costs include E1,200,000 in gross salaries and related payroll costs and payments under various consulting contracts.

Salaries and related payroll costs represent gross salaries for two executives, our CSO of Mymetics BV and five employees. Under Executive Employment Agreements with our CEO and two CSO’s, we pay our executive officers a combined amount of E51 per month.

On January 30, 2012, Jacques-François Martin resigned as President and CEO of Mymetics but he remained as Chairman of the Board. On March 23, 2012, we appointed Dr. Christopher S. Henney, Ulrich Burkhard and Grant Pickering to the Board of Directors of Mymetics. Coincident with these appointments Jacques-François Martin, Martine Reindle, Christian Rochet and Sylvain Fleury resigned from the Board of Directors. Dr. Henney was also appointed to the role of Chairman of the Board of Directors of Mymetics. In addition, Mymetics appointed Grant Pickering as President and Chief Executive Officer. Effective November 19, 2012, Mymetics appointed Ronald H. Kempers to be President and Chief Executive Officer, following the departure of Dr. Christopher S. Henney and Grant Pickering in accordance with the terms of their arrangement with Mymetics.

In addition, our Swiss subsidiary, Mymetics S.A., has two employees on its payroll: Director of Finance and Director of R&D. Mymetics BV has, besides the full time chief Scientific Officer, three full-time assistants.

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Included in administration costs are E340,000 of legal and patent fees to outside corporate counsel, E90,000 audit and review fees to the Company’s independent accountants, and E50,000 in finance and acquisition expenses.

We intend to continue to incur additional expenditures during the next 12 months for additional research and development of RSV vaccines. These expenditures will relate to the continued testing of its prototype vaccines and are included in the monthly cash outflow described above. Additional funding requirements during the next 12 months are needed to prepare for a Phase I clinical trial for our RSV vaccine.

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

We anticipate that our normal operations will require approximately E3,500,000 in the year ending December 31, 2013. We will seek to raise the required capital from equity or debt financings, and grants through donors and potential partnerships with major international pharmaceutical and biotechnology firms. However, there can be no assurance that it will be able to raise additional capital on satisfactory terms, or at all, to finance its operations. In the event that we are not able to obtain such additional capital, we will be required to further restrict or even cease our operations.

RECENT FINANCING ACTIVITIES

During 2012, the two main investors provided five loans each to the Company for a total of E3,077,000.

On February 14, 2012, the first convertible loans were issued for a total amount of E1,200,000 with a 10% interest per annum and a maturity date of June 30, 2012. On April 19, 2012, convertible loans were issued for a total of E402,000 with a 10% interest per annum and a maturity date of September 30, 2012. On May 4, 2012, convertible loans were issued for a total of E600,000 with a 10% interest per annum and a maturity date of July 31, 2012. On September 3, 2012, convertible loans were issued for a total of E250,000 with a 10% interest per annum and a maturity date of November 30, 2012. On December 5, 2012, Mymetics has negotiated the extension of the maturity date of all existing convertible loans to a maturity date of March 31, 2013. This maturity date is automatically prolonged for periods of 3 months, unless called for repayment. The conversion price is determined by 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 $20,000,000.

On November 14, 2012, a convertible loan was issued for a total of E500,000 with a 10% interest per annum and a maturity date of March 31, 2013. This maturity date is automatically prolonged for periods of three months, unless called for repayment. The conversion price is determined by 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 $20,000,000.

On December 6, 2012, a convertible loan was issued for a total of E125,000 with a 10% interest per annum and a maturity date of March 31, 2013. This maturity date is automatically prolonged for periods of three months, unless called for repayment. The conversion price is determined by 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 $20,000,000.

On April 19, 2012, Mymetics agreed with Norwood Immunology Ltd. (NIL) to amend the terms and conditions of the E2,500,000 loan that expired on April 1, 2012. The amended agreement resulted in the payment E402,000 covering all the accrued interest due to NIL on April 20, 2012 and a delay of the repayment of the E2,500,000 loan until September 30, 2012, with a 5% interest per annum starting from April 20, 2012. The repayment of the loan will be half in shares and half in cash and is contingent on an investment in the Company of not less than $20,000,000 by new investors. The conversion price is determined by reducing by 10% the price per share of the Company’s common stock paid by the investors in connection with such an investment. In the event Mymetics is not able to close the investment of not less than $20,000,000 on or before September 30, 2012, the terms of the loan will revert to the original terms and the loan and accrued interest becomes immediately payable as the loan would be in default. The deadline for closing such an investment has been extended to March 31, 2013 and the interest rate of the loan has increased from 5% to 10% effective November 1, 2012. We intend to seek a further extension of the loan to allow us sufficient time to obtain an investment of licensing arrangement that would satisfy NIL about our future commercial projects.

On February 10, 2012, Mymetics and Round Enterprises agreed to convert the expired loan with a carrying amount of E1,164,000 dated December 9, 2010, into 19,301,474 shares of Mymetics common stock. The principal amount and accrued interest have been converted into shares using an exchange rate of $1.3260 per Euro and a conversion price of $0.08 per share.

We have filed or are in the process of filing several new grant applications with European as well as U.S. institutions in relation to our HIV-1 and malaria vaccines.

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

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Management does not anticipate that our existing capital resources will be sufficient to fund our cash requirements through the next six months. We do not have enough cash presently on hand, based upon our current levels of expenditures and anticipated needs during this period, and will need additional funding through future collaborative arrangements, licensing arrangements, and debt and equity financings under Regulation D and Regulation S under the Securities Act of 1933. We do not know whether additional financing will be available on commercially acceptable terms when needed.

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

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

To date, we have generated no material revenues from our business operations and are unable to predict when or if we will be able to generate revenues from licensing our technology or the amounts expected from such activities. These revenue streams may be generated by us or in conjunction with collaborative partners or third party licensing arrangements, and may include provisions for one-time, lump sum payments in addition to ongoing royalty payments or other revenue sharing arrangements.

OFF-BALANCE SHEET ARRANGMENTS

None

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and supplementary data required with respect to this Item 8, and as identified in Item 14 of this annual report, are included in this annual report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer the Company conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a−15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this annual report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2012 that the Company’s disclosure controls and procedures were effective such that the information required to be disclosed in the Company’s United States Securities and Exchange Commission (the “SEC”) reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, currently the same person to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Based on its evaluation under the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, the Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, concluded that its internal control over financial reporting were effective as of December 31, 2012.

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This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, which permanently exempts non-accelerated filers from complying with Section 404(b) of the Sarbanes-Oxley Act of 2002.

Attached as exhibits to this Form 10-K are certifications of Mymetics’ Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This “Controls and Procedures” section includes information concerning the controls and controls evaluation referred to in the certifications.

Material Weakness Identified

None.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including the CEO/CFO, does not expect that the Disclosure Controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions of deterioration in the degree of compliance with policies or procedures.

ITEM 9B. OTHER INFORMATION

None

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our number of directors is established at three, divided into three classes, designated as Class I, Class II and Class III. The term of the Class I directors will expire at the Company’s 2016 annual meeting of stockholders, the term of the Class II directors will expire at the 2014 annual meeting of stockholders, and the term of the Class III directors will expire at the 2015 annual meeting of stockholders. A plurality of the votes of the shares of the registrant’s common stock present in person or represented by proxy at the annual meeting and entitled to vote on the election of directors are required to elect the directors. The Board members have three year terms and in the absence of a vote at an annual meeting of stockholders, they continue for successive three year terms until they are replaced or resign.

The following table sets forth information regarding each of our current directors and executive officers:

NAME	CURRENT POSITION WITH THE COMPANY	AGE	OF TERM AS EXPIRATION A DIRECTOR

Ronald Kempers	Chief Financial Officer (appointed August 1, 2010), Chief Executive Officer (appointed November 19, 2012)	45	n/a

Thomas Staehelin (Class II)	Director	64	2014

Ernest M. Stern (Class II)	Director	61	2014

Ulrich Burkard (Class III)	Director	51	2015

RONALD KEMPERS

Chief Operating Officer (since July 1, 2009) and was appointed Chief Financial Officer on August 1, 2010. Effective November 19, 2012, Ronald Kempers was appointed President and Chief Executive Officer. Mr. Kempers is a senior business leader and entrepreneur, having over 15 years of international business management, business development and finance experience with leading global corporations (Hewlett Packard, Oracle) and medical and IT start-ups. Mr. Kempers has a M.Sc. in Business Administration from the Erasmus University, Rotterdam School of Management and has continued further education with various executive courses, including IMD, Lausanne.

DR. THOMAS STAEHELIN

Dr. Staehelin is Senior Managing Partner of Fromer, Schultheiss and Staehelin, a law firm located in Basel, Switzerland. Dr. Staehelin focuses primarily on corporate and tax law. Dr. Staehelin has served as a member of this law firm since 1975. Dr. Staehelin also serves on the boards of various Swiss companies and is Chairman of the Chamber of Commerce of the Basel region. In addition, Dr. Staehelin is Managing Director of the "Swiss Association of privately held Swiss Companies” and is a member of the Board of "economie suisse," The Swiss Business Federation. Dr. Staehelin received his Ph.D. degree in Law from the University of Basel. He formerly served as a member of the cantonal parliament of Basel.

We benefit from Dr. Staehelin’s significant international business experience, financial expertise through his role as a lawyer and board member of many companies conducting business on a global basis and knowledge of the Swiss legal system to assist the Company with its Swiss subsidiaries.

ERNEST M. STERN

Ernest M. Stern was appointed as a Director in January 2008. Mr. Stern is a partner in the law firm of Akerman Senterfitt LLP, which serves as outside U.S. counsel of Mymetics, where he specializes in securities and corporate law, representing public companies, investment banks and venture funds, and is the engagement partner for Mymetics. Mr. Stern received his undergraduate degree from Bowdoin College (Phi Beta Kappa, summa cum laude), and his J.D and LL.M (Taxation) degrees from Georgetown University Law Center (Case and Note Editor, Law and Policy in International Business).

Mr. Stern assists us through his extensive international business experience and contacts through his representation as a U.S. lawyer of many companies engaged in international business, knowledge of state and federal laws applicable to the Company and finance knowledge.

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ULRICH BURKARD

Ulrich Burkhard is Co-Founder, Managing Partner and Director of Marcuard Family Office, a multi-client family office founded in 1998 and located in Zurich, Switzerland, providing asset management advice. From 1994 to 1998, Mr. Burkhard held overall responsibility for Latin American marketing and relationship management at Bank J. Vontobel & Co. Ltd., Zurich, and was appointed First Vice President in 1995. From 1989 to 1994, Mr. Burkhard was Head of Private Banking Latin America at Vontobel USA Inc., New York, and was appointed Vice President in 1990. From 1987 to 1989, he worked at Bank J. Vontobel & Co. Ltd. as Head of Staff of the CEO’s office. Mr. Burkhard began his career at Bank J. Vontobel & Co. Ltd., Zurich in 1978, focusing on global investment management and private banking. Mr. Burkhard holds a Bachelor of Science and Business Administration degree from the University of Applied Sciences, Zurich. Mymetics believes that it benefits from the significant financial expertise of Mr. Burkhard as it seeks to attract capital for its future growth.

SCIENTIFIC ADVISORY BOARD

In 2009, a member Scientific Advisory Board (SAB) was created made up of eminent intellectuals from around the world with expertise related to the Company’s products as follows:

●

Chairman of the Scientific Advisory Board - Dr. Stanley Plotkin, Emeritus Professor Wistar Institute, University of Pennsylvania, consultant to Sanofi Pasteur, developed the rubella vaccine in 1960s; worked extensively on the development and application of other vaccines including polio, rabies, varicella, rotavirus and cytomegalovirus as well as senior roles at the Epidemic Intelligence Service, U.S. Public Health Service; Aventis Pasteur (medical and scientific director); and Sanofi Pasteur (executive advisor).

●	Vice Chairman of the Scientific Advisory Board - Dr. Marc Girard, has over 20 years of experience in the HIV-1 research field, past Director of the Merieux Foundation and a consultant to the WHO and former Chairman of EuroVac (European Consortium for HIV vaccine).

●	Dr. Ruth Ruprecht, Harvard University, Dana Farber Cancer Institute, Boston USA

●	Dr. George Kemble, Former Senior Vice President of R&D at MedImmune and Head of Research at MedImmune. He is one of the world’s authorities on vaccine development and in particular the development of vaccines and therapeutics for RSV.

●	Dr. Malegapuru William Makgoba, University of KwaZulu-Natal, Durban, South Africa

●	Dr. Juliana McElrath, University of Washington, Seattle, USA

●	Dr. Odile Puijalon, Pasteur Institute, Paris, France

AUDIT COMMITTEE

The Company’s board of directors has appointed Ernest M. Stern and Dr. Thomas Staehelin to serve as members of its Audit Committee. The board of directors has determined that Dr. Staehelin qualifies as our "audit committee financial expert" and is independent as that term is defined under NASDAQ Rule 4200(a)(15).

CODE OF ETHICS

The registrant has adopted a Code of Ethics that applies to its executive officers, including its chief executive officer, as well as to the entire staff of the Company. A copy of the Code of Ethics is filed as an exhibit to Form 10-K annual report for the year ended December 31, 2012, hereby incorporated by reference.

MEETINGS OF THE BOARD OF DIRECTORS

During January 2012, Jacques-François Martin resigned as President and CEO effective May 1, 2012 in accordance with the notice requirement in his employment agreement with Mymetics, stating his desire to spend more time with his family.

During March 2012, Dr. Christopher S. Henney, Ulrich Burkhard and Grant Pickering were appointed to the Board of Directors of Mymetics. Coincident with these appointments Jacques-François Martin, Martine Reindle, Christian Rochet and Sylvain Fleury resigned from the Board of Directors. Dr. Henney was also appointed to the role of Chairman of the Board of Directors of Mymetics. In addition, Mymetics appointed Grant Pickering as President and Chief Executive Officer following the notice of resignation by Jacques-François Martin in which he stated that he would resign as the President and CEO no later than May 1, 2012.

During November 2012, Ronald Kempers, was appointed to be President and Chief Executive Officer, following the departure of Dr. Christopher S. Henney and Grant Pickering in accordance with the terms of their arrangement with the Company.

In 2012, our Board of Directors held 26 meetings, 25 of which were conducted by telephone conference call, and acted by unanimous written consent three times. All directors attended at least 95% of the total number of Board meetings. The Board of Directors has determined that Mr. Stern is independent within the meaning of Section 10A and Rule 10A-3 of the Exchange Act. The Company does not have a formal policy regarding attendance by members of the board of directors at our annual meetings of stockholders since we did not hold an annual meeting in 2012.

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Shareholders may contact our Board of Directors by mail addressed to the entire board of directors, or to one or more individual directors, at c/o Mymetics S.A., Biopole, Route de la Corniche 4, CH-1066 Epalinges, Switzerland, Attn: Secretary. All communications directed to our board of directors or individual directors in this manner will be relayed to the intended recipients.

We do not have a separate nominating committee and do not believe that such a committee is required at this time given our emphasis on research and development rather than active revenue generating business and our limited shareholder base.

DIRECTORS’ FEES

Our non-executive directors became eligible for compensation of E10,000 each for their services as directors in 2012.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires that executive officers, directors and persons who own more than 10% of a registered class of the Company’s equity securities to file reports of ownership and changes of ownership with the SEC within specified due dates. These persons are required by SEC regulations to furnish the Company with copies of all such reports they file. Based solely on the review of the copies of such reports furnished, we believe that, with respect to our fiscal year ended December 31, 2012, all of our executive officers, directors and 10% stockholders filed all required reports under Section 16(a) in a timely manner, except as follows: Dr Fleury due to incompatibility between the respectively Swiss and French legal procedures with the electronic filing procedure of the SEC.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee of the Board of Directors (the “Committee”) is composed of three non-Executive directors, Ulrich Burkhard, Ernst M. Stern and Thomas Staehelin. The Compensation Committee does not have a charter.

The Committee met with management to review and discuss the Compensation Discussion and Analysis disclosures that follow. Based on such review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K, and the Board has approved that recommendation.

Compensation Discussion and Analysis

The Committee is responsible for reviewing and approving the compensation paid to executive officers of the Company, including salaries, bonuses, stock grants and stock options. Following review and approval by the Committee, action pertaining to executive compensation is reported to the full Board of Directors for further consideration.

Compensation Philosophy

The Company’s compensation of executive officers and its philosophy regarding executive compensation is comprised of the following characteristics:

(i)

Competitive base salary;

(ii)

Granting stock awards as a portion of the total compensation, which vest over a certain number of years; and

(iii)

Granting performance-based bonuses either in cash or common stock.

We believe our executive compensation should be designed to allow us to attract, motivate and retain executives of a high caliber to permit us to remain competitive in our industry. We desire to maintain for now a uniformity of base salary compensation in light of the contributions each of the three principal executives has either made, or is expected to make, to our ability to remain in business and achieve the level of success that we have reached in meeting scientific results, primarily to date the vaccines in our portfolio. We take into account the compensation paid at similarly situated companies, both within and outside of our industry, when determining executive compensation. We believe that by granting shares of our Common Stock to our executives which vest over a certain number of years, we will be able to encourage executives to remain with us.

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Additionally, individual performance of the executive is considered as a factor in determining executive compensation, as well as the overall performance of the Company, which, since we are pre-revenue and primarily involved in research and development, includes, but is not limited to, fund raising and meeting our business plan milestones on time and within budget, including successful conclusion of strategic partner agreements and achieving the regulatory approvals to commercialize our vaccines, rather than earnings, revenue growth, cash flow and earnings per share which would be more typical for a company generating revenues and earnings. The Committee also uses subjective criteria it deems relevant in its reasonable discretion.

Compensation of Chief Executive Officer

Mr. Jacques-François Martin joined us on July 1, 2009 as our President and Chief Executive Officer for an annual compensation of E240,000. During calendar year 2012, Mr. Martin was paid E100,000 until his resignation effective May 31, 2012. As Chief Executive Officer, Mr. Kempers was paid a salary of CHF50,000 for the two months ending December 31, 2012.

Compensation of Chief Financial Officer and Chief Operating Officer

Mr. Kempers joined us on July 1, 2009 as Chief Operating Officer and was appointed Chief Financial Officer on August 1, 2010. Mr. Kempers was paid a base salary of CHF 300,000 in calendar year 2011. As Chief Financial Officer, Mr. Kempers was paid a salary of CHF 250,000 until October 2012.

Compensation of Chief Scientific Officer

Dr. Fleury was the Company’s Scientific Consultant from July 31, 2003 until November 3, 2003 when he was appointed Chief Scientific Officer. Dr. Fleury was paid a base salary of E96,000 in calendar year 2004, the first full year of his employment by the Company. The Company had very little cash and Mr. Fleury deferred a significant portion of his salary in 2004, 2005, and 2006. As a result of Mr. Fleury’s efforts, the Company achieved important scientific goals for its HIV-AIDS vaccine that encouraged investment in the Company. Dr. Fleury’s salary was first increased to E120,000 in 2005, then E180,000 in 2006 and E216,000 in 2007 based upon his success in the animal studies leading to the Company’s ability to commence Phase I clinical trials for its HIV-AIDS vaccine in addition to his role in the negotiations in concluding an agreement with Pevion Biotech Ltd. to acquire the malaria vaccine. As of January 1, 2010, Dr. Fleury’s salary has been converted into CHF300,000, which is approximately equal to his previous salary of E216,000 at the exchange rate at that time and included also the employer’s share of social contributions. A contractual clause allowing for a 3% success fee upon sale of the Company to, or licensing of technology to, a major partner was deleted in favor of stock options.

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SUMMARY COMPENSATION TABLE

The following table sets forth for the last three fiscal years information on the annual compensation earned by our directors and officers.

Name and Principal Position		Year		Salary (E)		Bonus (E)	Awards (E)	Stock Awards (E)		Option Plan (E)	Non-Equity Incentive Earnings (E)	Change in Pension Value and Nonqualified Deferred Compensation (E)		Total Annual Compensation

Jacques-F. Martin	(1a)	2012	E	100,000	(4,1)	-	-	-		-	-	-	E	100,000	(4,1)
(CEO)		2011		240,000	(4,1)	-	-	-		-	-	-	E	240,000	(4,1)
		2010		240,000	(4,1)	-	-	-	E	196,427-	-	-	E	436,427	(4,1)

Ronald Kempers	(1b)	2012		216,000	(4,1)	-	-	-		-	-	-	E	216,000	(4,1)
(CEO)		2011		216,000	(4,1)	-	-	-		-	-	-	E	216,000	(4,1)
		2010		216,000	(4,1)	-	-	-	E	92,881	-	-	E	308,881	(4,1)

Sylvain Fleury, Ph. D.	(2)	2012		216,000	(4,2)	-	-	-		-	-	-	E	216,000	(4,2)
		2011		216,000	(4,2)	-	-	-		-	-	-	E	216,000	(4,2)
		2010		216,000	(4,2)	-	-	-	E	29,364-	-	-	E	245,364	(4,2)

Thomas Staehelin, Dr.		2012		10,000		-	-	-		-	-	-	E	10,000	(4)
		2011		10,000		-	-	-		-	-	-	E	10,000	(4)
		2010		10,000		-	-	-		-	-	-	E	10,000	(4)

Ernest Stern		2012		10,000		-	-	-		-	-	-	E	10,000	(5)
		2011		10,000		-	-	-		-	-	-	E	10,000	(5)
		2010		10,000		-	-	-		-	-	-	E	10,000	(5)

(1)	(a)Mr. Martin was Mymetics’ President and Chief Executive Officer from July 1, 2009 until his resignation effective May 1, 2012. On March 23, 2012, Jacques-Francois Martin resigned as Chairman of our Board of Directors. (b)Mr. Kempers was appointed to Chief Executive Officer on November 23, 2012.

(2)	Dr. Fleury has been appointed as Mymetics’ Chief Scientific Officer on November 3, 2003.

(3)	Mr. Kempers has been Mymetics’ Chief Operating Officer since July 1st, 2009, Chief Financial Officer since August 1, 2010, and was appointed Chief Executive Officer on November 23, 2012.

(4)	Dr. Staehelin is a member of the Board of Directors and of the Audit Committee of the Company. He was elected on July 2nd, 2007as non-executive director and eligible for annual compensation of E10,000 for attendance at the Board meetings, whether in person or by telephone.

(5)	Ernest Stern is a member of the Board of Directors and of the Audit Committee of the Company. He was elected on January 21st, 2008 as non-executive director and eligible for annual compensation of E10,000 for attendance at the Board meetings, whether in person or by telephone.

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The tables entitled "OPTION EXERCISES AND STOCK VESTED," "PENSION BENEFITS," "NONQUALIFIED DEFERRED COMPENSATION" and "DIRECTOR COMPENSATION" and the respective discussions related to those tables have been omitted because no compensation required to be reported in those tables was awarded to, earned by or paid to any of the named executive officers or directors in any of the covered fiscal years.

Employment Agreements

Under the Executive Employment Agreement for Sylvain Fleury Ph.D., he is employed as CSO since July 1, 2006 with a contract ending June 30, 2013. Dr. Fleury receives an annual salary of E216,000. During the employment period, at the discretion of the Board and the Compensation Committee and based on the company’s performance and individual achievements, the executive shall be eligible for an annual bonus to be paid in cash, stock or stock options. If Dr. Fleury is terminated without cause or he terminates for good reason, he is entitled nine months of his salary. Retroactive to January 1, 2010, Dr. Fleury’s salary has been converted into CHF300,000, which is approximately equal to his previous salary of E216,000, which included also the employer’s share of social contributions.

Under the Executive Employment Agreement for Ronald Kempers, he is employed as COO for five years commencing July 1, 2009. Mr. Kempers receives an annual salary of CHF300,000, which is approximately equal to E216,000 and is entitled to participate in the stock incentive plan. If Mr. Kempers is terminated without cause or he terminates for good reason, he is entitled to a lump-sum payment equal to 12 months of his salary.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information about the beneficial ownership of our common stock as of December 31, 2012, by: (a) each of our named executive officers; (b) each of our directors; (c) each person known to the management to be the beneficial owner of more than 5% of our outstanding voting securities; and (d) all of our current executive officers and directors as a group. The following is based solely on statements and reports filed with the Securities and Exchange Commission or other information we believe to be reliable.

There were 295,318,813 shares of our common stock outstanding on March 28, 2013. Beneficial ownership has been determined in accordance with the rules of the Securities and Exchange Commission. Except as indicated by the footnotes below, we believe, based on the information furnished, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of March 28, 2013, are deemed outstanding. These shares of common stock, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

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NAME AND ADDRESS OF BENEFICIAL OWNER	TITLE OF CLASS	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP			PERCENT OF CLASS

Ulrich Burkhard (1) Director	Common		141,006,552	(2)		47.75	%

Dr. Thomas Staehelin (1) Director	Common		12,479,907			4.23	%

Dr. Sylvain Fleury (1) Chief Scientific Officer, and Director	Common		6,500,000	(3)		2.20	%

Ernest M. Stern (1) Director	Common		1,500,000	(4)		0.51	%

Ronald Kempers (1) CEO, CFO and Director	Common		100,000			0.03	%

All current executive officers and directors as a group (5 persons)	Common		161,586,459			54.72	%

(1)	Address is Mymetics Corporation, c/o Mymetics S.A., Biopole, Route de la Corniche 4, CH-1066 Epalinges (Switzerland).

(2)	Ulrich Burkhard is a principal of the Marcuard Family Office that serves as a financial advisor to Round Enterprises.

(3)	Of which 500,000 issued for services, 1,000,000 acquired through conversion of unpaid salary and expenses and 5,000,000 acquired as bonus.

(4)	500,000 issued for services rendered.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

During 2012, there were no transactions, and there are currently no proposed transactions, to which we were, are or will be a party in which the amount involved exceeds $120,000 and in which any of our directors, executive officers or holders of more than 5% of our common stock, or an immediate family member of any of the foregoing, had or will have a direct or indirect interest.

Furthermore, it is our intention to ensure that all future transactions, including loans, between us and our officers, directors and principal stockholders and their affiliates are on terms no less favorable to us than those that could be obtained from unaffiliated third parties.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table provides information about the fees billed to us for professional services rendered by Peterson Sullivan LLP during fiscal years 2012 and 2011:

	2012		2011

Audit Fees	$	55,146	$	64,876
Audit-Related Fees		-		-
Tax Fees		10,425		13,409
All Other Fees		-		-

Total	$	65,571	$	78,285

Audit Fees. Audit fees consist of fees for the audit of our annual financial statements or services that are normally provided in connection with statutory and regulatory annual and quarterly filings or engagements.

Audit-Related Fees. Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported as Audit Fees. During fiscal 2012 and 2011, no services were provided in this category.

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Tax Fees. Tax fees consist of fees for tax compliance services, tax advice and tax planning. During fiscal 2012 and 2011, the services provided in this category included assistance and advice in relation to the preparation of corporate income tax returns.

All Other Fees. Any other fees not included in Audit Fees, Audit-Related Fees or Tax Fees.

Pre-Approval Policies and Procedures.

Our audit Committee pre-approved all services to be provided by Peterson Sullivan LLP.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	(1)	Index to Financial Statements

		Report of Independent Registered Public Accounting Firm

		Consolidated Balance Sheets

		Consolidated Statements of Operations and Comprehensive Loss

		Consolidated Statements of Changes in Shareholders' Equity (Deficit)

		Consolidated Statements of Cash Flows

		Notes to Consolidated Financial Statements

(a)	(2)	ALL OTHER SCHEDULES HAVE BEEN OMITTED BECAUSE THEY ARE NOT APPLICABLE OR THE REQUIRED INFORMATION IS SHOWN IN THE FINANCIAL STATEMENTS OR NOTES THERETO.

	(3)	List of Exhibits

2.1		Share Exchange Agreement dated December 13, 2001 between the Company and the stockholders of Mymetics S.A. listed on the signature page thereto (1)

2.2		Share Exchange Agreement dated December 13, 2001 between the Company and the stockholders of Mymetics S.A. listed on the signature page thereto (1)

2.3		Purchase Agreement dated October 17, 1998 between the Company and the majority stockholders of Nazca Holdings Ltd. (2)

2.4		Amendment to the Purchase Agreement dated October 17, 1998 between the Company and the majority stockholders of Nazca Holdings Ltd. (3)

2.5		Revised Purchase Agreement dated July 28, 1999 between the Company and the majority stockholders of Nazca Holdings Ltd. (4)

2.6		Share Exchange Agreement dated July 30, 2002 between the Company and the stockholders of Mymetics S.A. listed on the signature page thereto (5)

3 (i)		Articles of Incorporation of the Company (as amended through May 10, 2002) (6)

3 (ii)		Bylaws (7)

4.1		Form of Specimen Stock Certificate (8)

4.2		Form of letter regarding Warrant (8)

4.3		Form of Share Exchange Agreement (8)

9.1		Voting and Exchange Trust Agreement dated March 19, 2001, among the Company, 6543 Luxembourg S.A. and MFC Merchant Bank S.A. (8)

10.1		Services Agreement dated May 31, 2001, between the Company and MFC Merchant Bank, S.A.(7)

10.2		Employment Agreement dated May 3, 2001, between Pierre-Francois Serres and the Company (7)

10.3		Indemnification Agreement dated March 19, 2001, between the Company and MFC Bancorp Ltd. (7)

10.4		Agreement dated for reference May 15, 2000, between the Company and Maarten Reidel (7)

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	10.5		Preferred Stock Redemption and Conversion Agreement dated for reference December 21, 2000, between the Company and Sutton Park International Ltd. (10)

	10.6		Preferred Stock Conversion Agreement dated for reference December 21, 2000, between the Company and Med Net International Ltd. (11)

	10.7		Preferred Stock Conversion Agreement dated December 21, 2000, between the Company and Dresden Papier GmbH (11)

	10.8		Assignment Agreement dated December 29, 2000, among the Company, Mymetics S.A. and MFC Merchant Bank S.A. (1)

	10.9		Credit Facility Agreement dated July 27, 2000, between MFC Merchant Bank, S.A. and the Company (1)

	10.10		Amended Credit Facility Agreement dated for reference August 13, 2001, between MFC Merchant Bank, S.A. and the Company (16)

	10.11		Second Amended Credit Facility Agreement dated for reference February 27, 2002, between MFC Merchant Bank, S.A. and the Company (16)

	10.12		Amended and Restated Credit Facility Agreement dated for reference February 28, 2003, among MFC Merchant Bank, S.A., MFC Bancorp Ltd., and the Company (16)

	10.13		Guarantee dated for reference February 28, 2003, by MFC Bancorp Ltd. to MFC Merchant Bank S.A. (16)

	10.14		Shareholder Agreement dated March 19, 2001, among the Company, the Holders of Class B Exchangeable Preferential Non-Voting Shares of 6543 Luxembourg S.A. signatory thereto and6543 Luxembourg S.A.(8)

	10.15		Support Agreement dated March 19, 2001, between the Company and 6543 Luxembourg S.A. (8)

	10.16		1995 Qualified Incentive Stock Option Plan (12)

	10.17		Amended 1994 Stock Option Plan (13)

	10.18		2001 ICHOR Company Stock Option Plan (7)

	10.19		Employment Agreement dated March 18, 2002, between the Company and Peter P. McCann (14)

	10.20		Consulting Agreement dated August 31, 2001, between the Company and Michael K. Allio (8)

	10.21		Amendment to Consulting Agreement dated August 21, 2002, between the Company and Michael K. Allio (16)

	10.22		Employment Agreement dated March 18, 2002, between the Company and Dr. Joseph D. Mosca (15)

	10.23		Separation Agreement and Release dated January 31, 2003,between the Company and Peter P. McCann (16)

	10.24		Director and Non-Employee Stock Option Agreement dated July 19, 2001, between the Company and Robert Demers (8)

	10.25		Director and Non-Employee Stock Option Agreement dated July 19, 2001, between the Company and Michael K. Allio (8)

	10.26		Director and Non-Employee Stock Option Agreement dated July 19, 2001, between the Company and John M. Musacchio (8)

	10.27		Director and Non-Employee Stock Option Agreement dated July 19, 2001, between the Company and Patrice Pactol (8)

	10.2		Director and Non-Employee Stock Option Agreement dated July 19, 2001, between the Company and Pierre-Francois Serres (8)

	10.29		Director and Non-Employee Stock Option Agreement dated July 23, 2002, between the Company and Pierre-Francois Serres (16)

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	10.30		Director and Non-Employee Stock Option Agreement dated July 23 2002, between the Company and Patrice Pactol (16)

	10.31		Director and Non-Employee Stock Option Agreement dated July 23,2002, between the Company and Robert Demers (16)

	10.32		Director and Non-Employee Stock Option Agreement dated July 23, 2002, between the Company and John M. Musacchio (16)

	10.33		Director and Non-Employee Stock Option Agreement dated July 23, 2002, between the Company and Michael K. Allio (16)

	10.34		Director and Non-Employee Stock Option Agreement dated August 21, 2002, between the Company and Michael K. Allio (16)

	10.35		Director and Non-Employee Stock Option Agreement dated June 20, 2002, between the Company and Peter P. McCann (16)

	10.36		Director and Non-Employee Stock Option Agreement dated July 23, 2002, between the Company and Peter P. McCann (16)

	10.37		Director and Non-Employee Stock Option Agreement dated February 6, 2003, between the Company and Peter P. McCann (16)

	10.38		Patent Pledge Agreement dated November __, 2002 among Mymetics S.A., Mymetics Deutschland GmbH, the Company and MFC Merchant Bank S.A. (16)

	10.39		Third Amendment to the Credit Facility Agreement dated for Reference December 31, 2006, between MFC Merchant Bank, S.A. and the Company (17)

	10.40		Fourth Amendment to the Credit Facility Agreement dated for Reference February 16, 2005, between MFC Merchant Bank, S.A. and the Company (17)

	10.41		Consulting Agreement dated for reference January 1, 2004, between the Centre Hospitalier Universitaire Vaudois (CHUV), the Company and Dr. Sylvain Fleury, Ph.D. (18)

	10.42		Consulting Agreement dated for reference January 1, 2004, between the Company and Professor Marc Girard, DVM, D.Sc. (18)

	10.43		Cooperation and Option Agreement dated March 10, 2005, between the Company and Pevion A.G. (18)

	10.44		Consulting Agreement dated March 23, 2005, between the Company and Northern Light International. (18)

	10.45		Sixth Amended Credit Facility Agreement dated for reference December 31, 2005, between MFC Merchant Bank, S.A. and the Company (19)

	10.46		Employment Agreement dated July 1, 2006, between the Company and Dr. Sylvain Fleury (20)

	10.47		Employment Agreement dated July 1, 2006, between the Company and Christian Rochet (20)

	10.48		Employment Agreement dated July 1, 2006, between the Company and Ernst Luebke (20)

	10.49		License Agreement dated March 1, 2007, between the Company and Pevion Biotech Ltd. (21)

	10.50		Settlement Agreement dated March 19, 2007 between the Company and MFC Merchant Bank S.A. (22)

	10.51		Co-ownership Agreement dated January 8, 2008 between the Company, INSERM and Pevion Biotech Ltd. (23)

	10.52		Co-ownership Agreement dated January 8, 2008 between the Company and INSERM (23)

	10.53		Exploitation Agreement dated January 8, 2008 between the Company and INSERM (23)

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	10.54		Non-Executive Director Agreement dated 21 January between the Company and Mr. Ernest M Stern.(24)

	10.55		NGIN Material Transfer Agreement dated 11 February 2008 between the Company, Institute Cochin, Universite Paris Descartes and Pevion Biotech.(25)

	10.56		Acquisition & License Agreement dated 19 May 2008 between the Company and Pevion Biotech Ltd. (26)

	10.57		Extension of Convertible Note Maturity Date Agreement dated 22 August 2008 between the Company, Anglo Irish Bank and Round Enterprises Ltd. (27)

	10.58		Gp41 Manufacturing Technology Agreement dated 26 January 2009 between the Company and PX Therapeutics (28)

	10.59		Share Purchase Agreement pursuant to which the Company purchased all issued and outstanding shares of capital stock of Bestewil Holding B.V. (“Bestewil”) from its parent, Norwood Immunology Limited (“NIL”), and all issued and outstanding shares of capital stock of Virosome Biologicals B.V. now held by Bestewil. (29)

	10.60		Resignation of Prof Marc Girard as Head of vaccine development for reasons of personal health. (30)

	10.61		Completion of Share Purchase Agreement pursuant to which Mymetics purchased all issued and outstanding shares of capital stock of Bestewil Holding B.V. and Virosome Biologicals B.V. including Unregistered Sales of Equity Securities, Financial Statements and Exhibits. (31)

	10.62		Completion of Share Purchase Agreement pursuant to which Mymetics purchased all issued and outstanding shares of capital stock of Bestewil Holding B.V. and Virosome Biologicals B.V. including Statements and Exhibits. (32)

	10.63		Election of Jacques-Francois Martin as a member of the Board of Directors and Chairman of the Board, resignation of Christian Rochet as President and CEO and agreement of Jacques-Francois Martin to serve as President and CEO. (33)

	10.64		Consulting Agreement dated September 1, 2009, between the Company and Mr. Christian Rochet.

	10.65		Resignation of Ernest Luebke as Chief Finance Officer and Board member. (37)

	10.66		Press release on partial funding by the National Institutes of Health of a new preclinical trial to test the effectiveness of a candidate HIV vaccine in a nonhuman primate model. (38)

	10.67		Amendment of Exploitation Agreement dated January 8, 2008 with INSERM-TRANSFERT. (43)

	10.67		Amendment of License and Cooperation Agreements for Intranasal Delivery of APRECS based Vaccines and Virosomes between Mymetics B.V. and Abbott Biologicals B.V (44)

	10.68		Election of Martine Reindle to the Board of Directors. (45)

	10.68		Resignation of Jacques-François Martin as President and CEO. (46)

	10.69		Election of Dr. Christopher S. Henney, Ulrich Burkhard and Grant Pickering to the Board of Directors. Resignation of Jacques-François Martin, Martine Reindle, Christian Rochet and Sylvain Fleury from the Board of Directors. (47)

	10.70		Second Amended and Restated Executive Employment Agreement of Dr. Sylvain Fleury. (49)

	10.71		Amendment of convertible secured notes issued to Round Enterprises Ltd., Eardley Holding A.G. and Anglo Irish Bank. (50)

	10.72		Election of Ronald Kempers as President and Chief Executive Officer. , Departure of Dr. Christopher S. Henney and Grant Pickering from the Board of Directors. (51)

	11.1		Statement Regarding Calculation of Per Share Earnings.

	14.1		Code of Ethics.

	21.1		List of Subsidiaries

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	24.1		Powers of Attorney (included on the signature page hereto)

	31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934

	31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934

	32.1		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

	101.INS		Instance Document

	101.SCH		XBRL Taxonomy Extension Schema Document

	101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

	101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

	101.LAB		XBRL Taxonomy Extension Label Linkbase Document

	101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

(1)	Incorporated by reference to the Company's Schedule 14C filed with the Securities and Exchange Commission on April 26, 2001.

(2)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on October 22, 1998.

(3)	Incorporated by reference to the Company's report on Form 8-K/A filed with the Securities and Exchange Commission on April 15, 1999.

(4)	Incorporated by reference to the Company's report on Form 8-K/A filed with the Securities and Exchange Commission on August 13, 1999.

(5)	Incorporated by reference to the Company's Amendment No. 1 to Form S-1 filed with the Securities and Exchange Commission on August 8, 2002.

(6)	Incorporated by reference to the Company's report on Form 10-Q for the quarter ended March 31, 2002, filed with the Securities and Exchange Commission on May 15, 2002.

(7)	Incorporated by reference to the Company's report on Form 10-Q for the quarter ended June 30, 2001, filed with the Securities and Exchange Commission on August 14, 2001.

(8)	Incorporated by reference to the Company’s Registration Statement onForm S-1, File No. 333-88782, filed with the Securities and Exchange Commission on May 22, 2002.

(9)	Incorporated by reference to the Company's report on Form 8-K/A filed with the Securities and Exchange Commission on August 9, 2000.

(10)	Incorporated by reference to Schedule 13D/A filed by MFC Bancorp Ltd. With the Securities and Exchange Commission on dated January 2, 2001.

(11)	Incorporated by reference to the Company's report on Form 10-K for the fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission on March 14, 2001.

(12)	Incorporate by reference to the Company's Registration Statement on Form S-8, File No. 333-15831, filed with the Securities and Exchange Commission on November 8, 1996.

(13)	Incorporated by reference to the Company's Registration Statement on Form S-8, File No. 333-15829, filed with the Securities and Exchange Commission on November 8, 1996.

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(14)	Incorporated by reference to the Company's report on Form 10-K for the fiscal year ended December 31, 2004, and filed with the Securities and Exchange Commission on March 29, 2002.

(15)	Incorporated by reference to the Company's report on Form 10-Q for the quarter ended March 31, 2002, filed with the Securities and Exchange Commission on May 15, 2002.

(16)	Incorporated by reference to the Company's report on Form 10-K for the fiscal year ended December 31, 2005, and filed with the Securities and Exchange Commission on March 27, 2003.

(17)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2005.

(18)	Incorporated by reference to the Company's report on Form 10-K for the fiscal year ended December 31, 2004, filed with the Securities and Exchange Commission on March 30, 2005.

(19)	Incorporated by reference to the Company's report on Form 10-K for the fiscal year ended December 31, 2005, filed with the Securities and Exchange Commission on April 17, 2006.

(20)	Incorporated by reference to the Company's report on Form 10-Q for the period ended June 30, 2006, and filed with the Securities and Exchange Commission on August 21, 2006.

(21)	Incorporated by reference to the Company's report on Form 10-K for the fiscal year ended December 31, 2006, filed with the Securities and Exchange Commission on April 17, 2007.

(22)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2007.

(23)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2008.

(24)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2008.

(25)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2008.

(26)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2008.

(27)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2008.

(28)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2009.

(29)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2009.

(30)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2009.

(31)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2009.

(32)	Incorporated by reference to the Company's report on Form 8-K/A filed with the Securities and Exchange Commission on June 22, 2009.

(33)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2009.

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(34)	Incorporated by reference to the Company's Statement on Form 4, filed with the Securities and Exchange Commission on July 28, 2009.

(35)	Incorporated by reference to the Company's Statement on Form 3 filed with the Securities and Exchange Commission on July 14, 2010.

(36)	Incorporated by reference to the Company's Statement on Form 3 filed with the Securities and Exchange Commission on August 9, 2010.

(37)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on August 10, 2010.

(38)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2010.

(39)	Incorporated by reference to the Company's Statement on Form 4 filed with the Securities and Exchange Commission on December 2, 2010.

(40)	Incorporated by reference to the Company's Statement on Form 3 filed with the Securities and Exchange Commission on December 20, 2010.

(41)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2011.

(42)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2011.

(43)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011.

(44)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2011.

(45)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2011.

(46)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on February 03, 2012.

(47)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on March 23, 2012.

(48)	Incorporated by reference to the Company's Statement on Form 13D filed with the Securities and Exchange Commission on April 05, 2012.

(49)

Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on We have audited the accompanying consolidated balance sheets of Mymetics Corporation (a development stage company) and Subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive loss, changes in shareholders' equity (deficit), and cash flows for the years ended December 31, 2012 and 2011, and for the period from May 2, 1990 (inception) to December 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Mymetics Corporation (a development stage company) and Subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the years ended December 31, 2012 and 2011, and for the period from May 2, 1990 (inception) to December 31, 2012, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has not developed a commercially viable product and, therefore, has not been able to generate revenue, which has resulted in significant losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters are also described in Note 1. These consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

/S/ PETERSON SULLIVAN LLP

Seattle, Washington

March 28, 2013

We have audited the accompanying consolidated balance sheets of Mymetics Corporation (a development stage company) and Subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive loss, changes in shareholders' equity (deficit), and cash flows for the years ended December 31, 2012 and 2011, and for the period from May 2, 1990 (inception) to December 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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/S/ PETERSON SULLIVAN LLP

Seattle, Washington

March 28, 2013

/S/ PETERSON SULLIVAN LLP

Seattle, Washington

March 28, 2013

July 02, 2012.

(50)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2012.

(51)	Incorporated by reference to the Company's report on Form 8-K filed with the Securities and Exchange Commission on November 26, 2012.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders

Mymetics Corporation and Subsidiaries

Epalinges, Switzerland

/S/ PETERSON SULLIVAN LLP

Seattle, Washington

March 28, 2013

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MYMETICS CORPORATION AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

December 31, 2012 and 2011

(In Thousands of Euros)

	2012			2011

ASSETS
Current Assets
Cash	E	286		E	382
Receivable other		43			61
Prepaid expenses		52			54
Total current assets		381			497

Property and equipment, net of accumulated depreciation of E261 and E239 at December 31, 2012 and 2011, respectively		28			49
In-process research and development		2,266			2,266
Goodwill		6,671			6,671
	E	9,346		E	9,483

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable	E	1,325		E	1,027
Current portion of convertible notes payable to related
Parties		34,723			5,711
Total current liabilities		36,048			6,738

Convertible notes payable to related parties, less current portion		--			25,331
Acquisition-related contingent consideration		6,533			5,753
Total liabilities		42,581			37,822

Shareholders' Equity (Deficit)
Common stock, U.S. $.01 par value; 495,000,000 shares authorized; issued 295,318,813 at December 31, 2012 and 276,017,339 at December 31, 2011		2,468			2,322

Preferred stock, U.S. $.01 par value; 5,000,000 shares authorized; none issued or outstanding		--			--
Additional paid-in capital		33,783			32,732
Deficit accumulated during the development stage		(70,168	)		(64,057	)
Accumulated other comprehensive income		682			664
		(33,235	)		(28,339	)
	E	9,346		E	9,483

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

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MYMETICS CORPORATION AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Years Ended December 31, 2012 and 2011 and

the Period from May 2, 1990 (Inception) to December 31, 2012

(In Thousands of Euros, Except Per Share Data)

							Accumulated During Development Stage (May 2, 1990 to December 31,
	2012			2011			2012)
Revenues
Sales	E	--		E	150		E	660
Interest		3			3			45
Gain on extinguishment of debt		--			--			774
Gain on sales of equipment		--			1			69
Government grants		--			25			107
		3			179			1,655
Expenses
Research and development		1,616			1,343			26,708
General and administrative		1,371			1,520			24,216
Bank fee		3			3			944
Induced conversion cost		--			--			807
Interest		2,307			2,759			11,934
Change in the fair value of acquisition-related contingent consideration		780			2,541			2,983
Goodwill impairment		--			--			209
Depreciation		22			57			806
Amortization of intangibles		--			144			481
Impairment of license contract		--			2,213			2,213
Directors' fees		12			28			376
Other		--			109			120
		6,111			10,717			71,797
Loss before income tax provision		(6,108	)		(10,538	)		(70,142	)
Income tax provision		(3	)		(1	)		(26	)
Net loss		(6,111	)		(10,539	)		(70,168	)

Other comprehensive income (loss)
Foreign currency translation adjustment		18			3			682
Comprehensive loss	E	(6,093	)	E	(10,536	)	E	(69,486	)
Basic and diluted loss per share	E	(0.02	)	E	(0.05	)

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

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MYMETICS CORPORATION AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

For the Period from May 2, 1990 (Inception) to December 31, 2012

(In Thousands of Euros)

Balance at May 2, 1990
Shares issued for cash	June 1990	33,311,361		E	119	E	-		E	-		E	-	E	119
Net losses to December 31, 1999		-			-		-			(376	)		-		(376	)
Balance at December 31, 1999		33,311,361			119		-			(376	)		-		(257	)

Bank fee		-			-		806			-			-		806
Net loss for the year		-			-		-			(1,314	)		-		(1,314	)
Balance at December 31, 2000		33,311,361			119		806			(1,690	)		-		(765	)

Effect on capital structure resulting from a business combination	March 2001	8,165,830			354		(354	)		-			-		-
Issuance of stock purchase warrants in connection with credit facility	March 2001	-			-		210			-			-		210
Issuance of shares for bank fee	March 2001	1,800,000			21		(21	)		-			-		-
Issuance of shares for bank fee	June 2001	225,144			3		(3	)		-			-		-
Issuance of shares for cash	June 2001	1,333,333			15		2,109			-			-		2,124
Exercise of stock purchase warrants in repayment of debt	June 2001	1,176,294			13		259			-			-		272
Exercise of stock purchase warrants for cash	December 2001	3,250,000			37		563			-			-		600
Net loss for the year		-			-		-			(1,848	)		-		(1,848	)
Translation adjustment		-			-		-			-			100		100
Balance at December 31, 2001		49,261,962			562		3,569			(3,538	)		100		693

Exercise of stock options	March 2002	10,000			-		8			-			-		8
Issuance of stock purchase warrants for bank fee	June 2002	-			-		63			-			-		63
Exercise of stock purchase warrants in repayment of debt	July 2002	1,625,567			16		396			-			-		412
Issuance of remaining shares from 2001 business combination	August 2002	46,976			1		(1	)		-			-		-
Net loss for the year		-			-		-			(3,622	)		-		(3,622	)
Translation adjustment		-			-		-			-			97		97
Balance at December 31, 2002		50,944,505			579		4,035			(7,160	)		197		(2,349	)

Issuance of shares for services	September 2003	400,000			4		29			-			-		33
Shares retired	October 2003	(51	)		-		-			-			-		-
Issuance of shares for services	November 2003	1,500,000			12		100			-			-		112
Issuance of shares for cash	December 2003	1,500,000			12		113			-			-		125
Issuance of stock purchase warrants for financing fee	December 2003	-			-		12			-			-		12
Net loss for the year		-			-		-			(2,786	)		-		(2,786	)
Translation adjustment		-			-		-			-			453		453
Balance at December 31, 2003		54,344,454			607		4,289			(9,946	)		650		(4,400	)

Issuance of shares for services	January 2004	550,000			5		27			-			-		32
Issuance of shares for cash	January 2004	2,000,000			17		150			-			-		167
Issuance of stock purchase warrants for financing fee	January 2004	-			-		40			-			-		40
Issuance of shares for cash	February 2004	2,500,000			21		187			-			-		208
Issuance of stock purchase warrants for financing fee	February 2004	-			-		62			-			-		62
Issuance of shares for services	April 2004	120,000			1		11			-			-		12
Issuance of shares for bank fee	May 2004	500,000			4		62			-			-		66
Issuance of shares for cash	May 2004	2,000,000			16		148			-			-		164

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Issuance of shares for services	August 2004	250,000	2	26	-		-		28
Issuance of shares for cash	August 2004	1,466,667	12	128	-		-		140
Issuance of stock purchase warrants for financing fee	August 2004	-	-	46	-		-		46
Issuance of shares for services	September 2004	520,000	4	29	-		-		33
Issuance of shares for cash	September 2004	50,000	-	4	-		-		4
Issuance of shares for services	October 2004	2,106,743	16	132	-		-		148
Issuance of shares for services	November 2004	2,000,000	15	177	-		-		192
Issuance of shares for cash	November 2004	40,000	-	4	-		-		4
Net loss for the year		-	-	-	(2,202	)	-		(2,202	)
Translation adjustment		-	-	-	-		191		191
Balance at December 31, 2004		68,447,864	720	5,522	(12,148	)	841		(5,065	)

Issuance of shares for services	January 2005	500,000	4	83	-		-		87
Issuance of shares for services	March 2005	1,700,000	13	280	-		-		293
Issuance of shares for services	April 2005	60,000	1	10	-		-		11
Issuance of shares for cash	May 2005	52,000	-	5	-		-		5
Issuance of shares for cash	June 2005	626,800	5	27	-		-		32
Issuance of shares for cash	July 2005	433,548	3	18	-		-		21
Issuance of shares for cash	August 2005	256,452	2	10	-		-		12
Issuance of shares for services	September 2005	2,041,200	17	33	-		-		50
Issuance of shares for services	October 2005	185,000	2	6	-		-		8
Issuance of shares for cash	October 2005	378,989	3	10	-		-		13
Issuance of shares for services	November 2005	560,000	5	9	-		-		14
Issuance of shares for cash	November 2005	507,278	4	6	-		-		10
Issuance of shares for services	December 2005	140,000	2	2	-		-		4
Issuance of shares for cash	December 2005	6,781,333	56	206	-		-		262
Net loss for the year		-	-	-	(1,939	)	-		(1,939	)
Translation adjustment		-	-	-	-		(98	)	(98	)
Balance at December 31, 2005		82,670,464	837	6,227	(14,087	)	743		(6,280	)

Issuance of shares for services	January 2006	2,600,000	22	33	-		-		55
Issuance of shares for cash	January 2006	4,000,000	33	132	-		-		165
Issuance of shares for cash	March 2006	5,750,000	47	144	-		-		191
Issuance of shares for services	April 2006	100,000	1	4	-		-		5
Issuance of shares for cash	May 2006	2,950,000	23	92	-		-		115
Debt Conversion – non cash	May 2006	1,000,000	8	31	-		-		39
Issuance of shares for cash	June 2006	2,600,000	20	80	-		-		100
Debt Conversion – non cash	July 2006	3,500,000	28	252	-		-		280
Issuance of shares for services	November 2006	300,000	2	4	-		-		6
Issuance of shares for cash	November 2006	2,580,000	20	180	-		-		200
Issuance of shares for cash	December 2006	2,970,000	23	202	-		-		225
Net loss for the year		-	-	-	(1,585	)	-		(1,585	)
Translation adjustment		-	-	-	-		4		4
Balance at December 31, 2006		111,020,464	1,064	7,381	(15,672	)	747		(6,480	)

Issuance of shares for cash	January 2007	650,000	5	45	-		-		50
Issuance of shares for services	January 2007	750,000	6	15	-		-		21
Issuance of shares for services	February 2007	250,000	2	5	-		-		7
Issuance of shares for cash	February 2007	1,745,000	13	121	-		-		134
Issuance of shares for cash	March 2007	9,362,000	120	920	-		-		1,040
Debt Conversion – non cash	March 2007	12,500,000	94	2,505	-		-		2,599
Issuance of shares for services	April 2007	1,300,000	9	105	-		-		114
Issuance of shares for cash	May 2007	1,750,000	13	245	-		-		258
Debt Cancellation – non cash	May 2007	-	-	242	-		-		242
Debt Conversion – non cash	June 2007	9,469,000	70	891	-		-		961
Issuance of shares for services	June 2007	657,500	5	62	-		-		67
Issuance of shares for cash	June 2007	7,643,000	57	772	-		-		829
Issuance of shares for officer compensation	June 2007	16,000,000	120	2,033	-		-		2,153
Issuance of shares for cash	July 2007	5,550,000	42	1,208	-		-		1,250
Issuance of shares for cash	August 2007	933,333	7	193	-		-		200
Issuance of shares for services	August 2007	2,100,000	15	139	-		-		154
Issuance of shares for services	September 2007	300,000	2	21	-		-		23
Issuance of shares for cash	September 2007	1,666,667	12	344	-		-		356

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Cancellation of shares for collateral	September 2007	(2,000,000	)		-		-		-			-			-
Issuance of shares for cash	October 2007	2,350,000			17		483		-			-			500
Issuance of shares for cash	November 2007	2,966,666			21		623		-			-			644
Issuance of shares for services	December 2007	500,000			3		48		-			-			51
Net loss for the year		-			-		-		(9,294	)		-			(9,294	)
Translation adjustment		-			-		-		-			(75	)		(75	)
Balance at December 31, 2007		187,463,630			1,697		18,401		(24,966	)		672			(4,196	)

Issuance of shares for services	January 2008	1,000,000			7		99		-			-			106
Issuance of shares for cash	February 2008	1,000,000			7		326		-			-			333
Issuance of shares for services	March 2008	1,000,000			6		146		-			-			152
Issuance of shares for cash	June 2008	1,600,000			10		586		-			-			596
Issuance of shares for services	July 2008	2,000,000			13		239		-			-			252
Issuance of shares for services	August 2008	250,000			2		39		-			-			41
Issuance of shares for cash	December 2008	1,000,000			7		319		-			-			326
Net loss for the year		-			-		-		(6,938	)		-			(6,938	)
Translation adjustment		-			-		-		-			13			13
Balance at December 31, 2008		195,313,630			1,749		20,155		(31,904	)		685			(9,315	)

Issuance of shares for services	March 2009	250,000			2		36		-			-			38
Issuance of stock options for acquisition	April 2009	-			-		601		-			-			601
Issuance of shares for services	May 2009	250,000			1		27		-			-			28
Issuance of shares for services	September 2009	250,000			2		21		-			-			23
Net loss for the year		-			-		-		(10,186	)		-			(10,186	)
Translation adjustment		-			-		-		-			(4	)		(4	)
Balance at December 31, 2009		196,063,630			1,754		20,840		(42,090	)		681			(18,815	)

Issuance of shares for services	March 2010	200,000			2		18		-			-			20
Issuance of warrant with debt	July 2010	-			-		1,200		-			-			1,200
Induced conversion cost	September 2010	-			-		807		-			-			807
Warrant modification cost	September 2010	-			-		484		-			-			484
Issuance of shares for services	September 2010	1,550,000			12		147		-			-			159
Issuance of shares on conversion of debt	September 2010	16,149,536			120		5,868		-			-			5,988
Stock compensation expense – options		-			-		238		-			-			238
Net loss for the year		-			-		-		(11,428	)		-			(11,428	)
Translation adjustment		-			-		-		-			(20	)		(20	)
Balance at December 31, 2010		213,963,166			1,888		29,602		(53,518	)		661			(21,367	)

Issuance of shares on conversion of debt	September 2011	41,542,722			289		2,029		-			-			2,318
Issuance of shares on conversion of debt	December 2011	20,511,451			145		1,015		-			-			1,160
Stock compensation expense – options		-			-		86		-			-			86
Net loss for the year		-			-		-		(10,539	)		-			(10,539	)
Translation adjustment		-			-		-		-			3			3
Balance at December 31, 2011		276,017,339			2,322		32,732		(64,057	)		664			(28,339	)

Issuance of shares on conversion of debt	February 2012	19,301,474			146		1,019		-			-			1,165
Stock compensation expense – options		-			-		32		-			-			32
Net loss for the year		-			-		-		(6,111	)		-			(6,111	)
Translation adjustment		-			-		-		-			18			18
Balance at December 31, 2012		295,318,813		E	2,468	E	33,783	E	(70,168	)	E	682		E	(33,235	)

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

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MYMETICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2012 and 2011 and

the Period from May 2, 1990 (Inception) to December 31, 2012

(In Thousands of Euros)

							Total Accumulated During Development Stage (May 2, 1990 to December 31,
	2012			2011			2012)
Cash Flows from Operating Activities
Net loss	E	(6,111	)	E	(10,539	)	E	(70,168	)
Adjustments to reconcile net loss to net cash used in operating activities
Change in the fair value of acquisition-related contingent consideration		780			2,541			2,983
Depreciation		22			57			806
Amortization of intangibles		-			144			481
Impairment of license contract		-			2,213			2,213
Goodwill impairment		-			-			209
Fees paid in warrants		-			-			223
Gain on sales of equipment		-			(1	)		(69	)
Gain on extinguishment of debt		-			-			(774	)
Services and fees paid in common stock		-			-			5,403
Stock compensation expense-options		32			86			356
Amortization of debt discount		-			600			1,410
Induced conversion cost		-			-			807
Warrant modification cost		-			-			484
Changes in operating assets and liabilities,
Receivables		18			39			27
Accounts payable		298			(339	)		1,906
Other		2			(24	)		(7	)
Net cash used in operating activities		(4,959	)		(5,223	)		(53,710	)

Cash Flows from Investing Activities
Patents and other		-			-			(393	)
Proceeds from sale of equipment		-			-			137
Purchase of property and equipment		(1	)		(29	)		(281	)
Acquisition of subsidiary, net of cash acquired of E58		-			-			(4,942	)
Cash acquired in reverse purchase		-			-			13
Net cash used in investing activities		(1	)		(29	)		(5,466	)

Cash Flows from Financing Activities
Proceeds from the issuance of common stock and warrants		-			-			11,630
Borrowings from shareholders		-			-			972
Increase in notes payable and other short-term advances		4,846			3,820			47,798
Decrease in notes payable and other short-term advances		-			-			(1,490	)
Loan fees		-			-			(130	)
Net cash provided by financing activities		4,846			3,820			58,780
Effect of foreign exchange rate on cash		18			3			682
Net increase (decrease) in cash		(96	)		(1,429	)		286
Cash, beginning of period		382			1,811			-
Cash, end of period	E	286		E	382		E	286
Non-cash investing and financing activities
Issuance of shares on conversion of notes payable	E	1,165		E	3,479
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	E	511		E	-

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

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MYMETICS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. The Company and Summary of Significant Accounting Policies

Basis of Presentation

The amounts in the notes are rounded to the nearest thousand except for share and per share amounts.

Mymetics Corporation (the "Company" or "Mymetics") was created for the purpose of engaging in vaccine research and development. Its main research efforts 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. On April 1, 2009 the Company successfully closed its acquisition of Bestewil Holding BV and Mymetics BV (previously Virosome Biologicals BV) and, as a result, has further increased the pipeline of vaccines under development to include (i) Herpes Simplex which is at the pre-clinical stage, (ii) influenza for elderly which has finished a clinical trial Phase I, and (iii) Respiratory Syncytial Virus (RSV) which is at the pre-clinical stage.

These consolidated financial statements have been prepared treating the Company as a development stage company. As of December 31, 2012, the Company had not performed any stage III clinical testing and a commercially viable product is not expected for several more years. As such, the Company has not generated significant revenue. For the purpose of these consolidated financial statements, the development stage started May 2, 1990.

These consolidated financial statements have also been prepared assuming the Company will continue as a going concern. The Company has experienced significant losses since inception resulting in a deficit accumulated during the development stage of E70,168 at December 31, 2012. Further, the Company's current liabilities exceed its current assets by E35,667 as of December 31, 2012, and there is no assurance that cash will become available to pay current liabilities in the near term. These conditions raise substantial doubt about our ability to continue as a going concern.

In order for us to continue as a going concern, management intends to seek additional funding through debt and equity sources. In January 2013, the Company financed E300,000 through the issuance of two convertible loans and will continue to seek additional financing. The Company also plans to seek funding through grants or through a partnership agreement. There can be no assurance that management will be successful in any of those efforts.

Principles of Consolidation

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

Foreign Currency Translation

The Company translates non-Euro assets and liabilities of its subsidiaries at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the year. Unrealized gains or losses from these translations are reported as a separate component of comprehensive loss. Transaction gains or losses are included in general and administrative expenses in the consolidated statements of operations. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. The Company's reporting currency is the Euro because substantially all of the Company's activities are conducted in Europe.

Cash and Cash Flow Disclosure

Cash deposits are occasionally in excess of insured amounts. Interest of E511 were paid to Norwood Immunology during the year ended December 31, 2012 related to a convertible note of EUR 2,500. No interest was paid in the year ended December 31, 2011.

Revenue Recognition

Grant revenue is recognized when the associated costs are incurred.

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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, 2012 or 2011. The Company charges off receivables to the allowance when management determines that a receivable is not collectible. The Company may retain a security interest in the products sold.

Property and Equipment

Property and equipment is recorded at cost and is depreciated over its estimated useful life on straight-line basis from the date placed in service. Estimated useful lives are usually taken as three years.

License Contract

The license contract was acquired as part of the acquisition of Bestewil. It was amortized over 14 years on a straight line basis until September 2011. The license agreement with Solvay was reclaimed by Mymetics in October 2011, therefore the remaining value of the license was written off.

In-Process Research and Development

Impairment of Long Lived Assets

Goodwill

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Contingent Consideration

The Company accounts for contingent consideration in a purchase business combination in accordance with applicable guidance provided within the business combination rules. As part of the consideration for the Bestewil acquisition, the Company is contractually obligated to pay additional purchase price consideration upon achievement of certain commercial milestones and future royalties. Therefore, the Company is required to update the assumptions at each reporting period, based on new developments, and record such amounts at fair value until such consideration is satisfied. Because of uncertainties inherent in estimates, it is at least reasonably possible that a change in the estimate of the contingent consideration will occur in the near 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, 2012 or 2011. The Company’s United States tax returns are open to audit for the years ended December 31, 2009 to 2012. The returns for the Luxembourg subsidiary LUXEMBOURG 6543 S.A., are open to audit for the year ended December 31, 2012. The returns for the Swiss subsidiary, Mymetics S.A., are open to audit for the years ended December 31, 2009 to 2012. The returns for the Netherlands subsidiaries, Bestewil B.V. and Mymetics B.V., are open to audit for the year ended December 31, 2012.

Earnings per Share

Basic earnings per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. The weighted average number of shares (including shares issuable) was 293,959,795 for the year ended December 31, 2012 and 229,252,148 for the year ended December 31, 2011. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. For the year ended December 31, 2012, the total potential number of shares issuable of 121,884,529 includes 86,202,029 potential issuable shares related to convertible loans, 32,000,000 potential issuable shares related to warrants, and 3,682,500 potential issuable shares related to outstanding options granted to employees. Options, warrants and convertible debt were not included in the computation of diluted earnings per share because their effect would be anti-dilutive due to net losses incurred. For the year ended December 31, 2011, the total potential number of shares issuable of 162,999,838 includes 107,038,888 potential issuable shares related to convertible loans, 51,218,450 potential issuable shares related to warrants, and 4,742,500 potential issuable shares related to outstanding 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, 2012 or 2011. The preferred stock is issuable in several series with varying dividend, conversion and voting rights. The specific series and rights will be determined upon any issuance of preferred stock.

Stock-Based Compensation

Compensation cost for all share-based payments is based on the estimated grant-date fair value. The Company amortizes stock compensation cost ratably over the requisite service period.

The issuance of common shares for services is recorded at the quoted price of the shares on the date the services are rendered. No shares were issued as fee for services rendered in the years ended December 31, 2012 and 2011.

Mymetics didn’t grant any stock options to employees in 2012. See Note 4.

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Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value Measurements

Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

Level 1-

Quoted prices in active markets for identical assets or liabilities.

Level 2-

Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3-

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Fair Values of Financial Instruments

The Company generally has the following financial instruments: cash, receivables, accounts payable, acquisition-related contingent consideration, and notes payable. The carrying value of cash, receivables and accounts payable, approximates their fair value based on the short-term nature of these financial instruments. The carrying value of acquisition-related contingent consideration is equal to fair value since this liability is required to be reported at fair value. Management believes that it is not practicable to estimate the fair value of the notes payable due to the unique nature of these instruments.

Concentrations

The Company enters into scientific collaboration agreements with selected partners such as Pevion Biotech Ltd., a Swiss company that granted Mymetics exclusive licenses to use their virosome vaccine delivery technology in conjunction with the Company’s AIDS and malaria preventive vaccines under development. Under this agreement, Pevion Biotech is committed to supply the actual Virosomes and perform their integration with the Company’s antigens, which requires proprietary know-how, at Pevion’s premises. The agreement includes specific mechanisms to mitigate the risk of losing a key component of Mymetics’ vaccines should Pevion become unable to meet its commitment.

Recently Issued Accounting Standards

No new accounting pronouncements are expected to have a material impact on the Company’s consolidated financial statements.

Note 2. Transactions with Affiliates

Mr. Ernest M. Stern, the Company’s outside U.S. counsel, is both a director of the Company and a partner in Akerman Senterfit LLP, the firm retained as legal counsel by the Company. Fees paid to the law firm in the years ended December 31, 2012 and 2011, amounted to E52 and E64, respectively.

Two of the Company’s major shareholders have made available an aggregate E32,223 in the form of notes payable including interest. Conversion prices on the Euro-denominated convertible debt have been fixed to a fixed Euro/US dollar exchange rate.

During the year ending December 31, 2012, one short term convertible loan with a carrying amount of E1,165 was converted into Mymetics common shares at a conversion price of $0.08 per share with an exchange rate of $1.326 per Euro.

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The details of these notes and other loans and contingent liabilities are as follows:

Fixed

Conversion

Rate

Lender

1st-Issue

Principal

Duration

Interest

Price

EUR/USD

Price

Date

Amount

(Note)

Rate

(stated)

Conversion

Norwood Secured Loan

04/03/2009

2,500

)

10% pa

None (8)

N/A

Eardley Holding A.G. (1)

06/23/2006

144

)

10% pa

US 0.10

N/A

Anglo Irish Bank S.A.(3)

10/21/2007

500

)

10% pa

US 0.50

1.4090

Round Enterprises Ltd.

12/10/2007

1,500

)

10% pa

US 0.50

1.4429

Round Enterprises Ltd.

01/22/2008

1,500

)

10% pa

US 0.50

1.4629

Round Enterprises Ltd.

04/25/2008

2,000

)

10% pa

US 0.50

1.5889

Round Enterprises Ltd.

06/30/2008

1,500

)

10% pa

US 0.50

1.5380

Round Enterprises Ltd.

11/18/2008

1,200

)

10% pa

US 0.50

1.2650

Round Enterprises Ltd.

02/09/2009

1,500

)

10% pa

US 0.50

1.2940

Round Enterprises Ltd.

06/15/2009

5,500

(2,4

)

10% pa

US 0.80

1.4045

Eardley Holding A.G.

06/15/2009

100

(2,4

)

10% pa

US 0.80

1.4300

Von Meyenburg

08/03/2009

200

)

10% pa

US 0.80

1.4400

Round Enterprises Ltd.

10/13/2009

2,000

)

5% pa

US 0.25

1.4854

Round Enterprises Ltd.

12/18/2009

2,200

)

5% pa

US 0.25

1.4338

Round Enterprises Ltd.

08/04/2011

910

(2,7

)

10% pa

None (8)

N/A

Eardley Holding A.G.

08/04/2011

227

(2,7

)

10% pa

None (8)

N/A

Round Enterprises Ltd.

11/08/2011

400

)

10% pa

None (8)

N/A

Eardley Holding A.G.

11/08/2011

100

)

10% pa

None (8)

N/A

Round Enterprises Ltd.

02/10/2012

1,000

)

10% pa

None (8)

N/A

Eardley Holding A.G.

02/14/2012

200

)

10% pa

None (8)

N/A

Round Enterprises Ltd.

04/19/2012

321

)

10% pa

None (8)

N/A

Eardley Holding A.G.

04/19/2012

)

10% pa

None (8)

N/A

Round Enterprises Ltd.

05/04/2012

480

)

10% pa

None (8)

N/A

Eardley Holding A.G.

05/04/2012

120

)

10% pa

None (8)

N/A

Round Enterprises Ltd.

09/03/2012

200

)

10% pa

None (8)

N/A

Eardley Holding A.G.

09/03/2012

)

10% pa

None (8)

N/A

Round Enterprises Ltd.

11/14/2012

500

)

10% pa

None (8)

N/A

Eardley Holding A.G.

12/06/2012

125

)

10% pa

None (8)

N/A

Total Short Term Principal Amounts

27,058

Accrued Interest

7,665

Total Convertible Notes to Related Parties

34,723

Norwood Contingent Liability

6,533

)

TOTAL LOANS, NOTES,AND CONTINGENT LIABILITY

41,256

(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 3 months, unless called for repayment. The conversion price is determined by 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 $20,000,000. The loan is secured against IP assets of Mymetics Corporation.

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

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

(5) Under the terms of the acquisition of Bestewil BV, as part of the consideration, the Company issued to Norwood Immunology Limited (“NIL”) a convertible redeemable note (the “Note”) in the principal amount of E2,500 with a maturity date of March 31, 2013 and bearing interest at 10% per annum. The note is secured against 1/3rd of Bestewil common stock. Management is under negotiation with NIL. The repayment of the loan will be half in shares and half in cash and is contingent on an investment in the Company of not less than $20,000 by new investors.

(6) Under the terms of the acquisition of Bestewil BV, as part of the consideration, the Company is committed to make further payments to NIL in the event that certain stated milestones for the development of vaccines are achieved. These have been considered on a risk probability basis.

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

(8) The conversion feature is contingent on an investment in the Company of not less than $20,000. The conversion price is determined by reducing by 10% the price per share of the Company’s common stock paid by the investors in connection with such an investment.

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Required future payments on debt are as follows as of December 31, 2012:

2013	E	34,723
Contingent liability to Norwood (milestones and royalties)		6,533

	E	41,256

Note 3. Income Taxes

The reconciliation of income tax on income computed at the federal statutory rates to income tax expense is as follows:

	2012			2011

U.S. Federal statutory rates on loss from operations	E	(2,077	)	E	(3,583	)
Effect of foreign statutory rate differences		99			84
Effect of exchange rate changes		(212	)		(371	)
Expiration/disallowance of net operating loss carry forwards		638			1,785
Permanent differences		(265	)		866
Increase in valuation allowance		1,815			1,235
Other		5			(15	)

Income tax provision	E	3		E	1

Deferred tax asset is composed of the following:

	2012			2011

Licenses capitalized for United States tax purposes	E	1,080		E	1,212
IPR&D basis difference		(615	)		(802	)
Stock options		125			110
Other		--			--
Net operating loss carry forwards
United States		17,020			15,770
Switzerland		897			781
The Netherlands		611			447
Luxembourg		180			178

		19,298			17,696
Less valuation allowance for deferred tax asset		(19,298	)		(17,696	)

Net deferred tax asset	E	--		E	--

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The Company's provision for income taxes was derived from U.S., Swiss, Netherlands and Luxembourg operations. At December 31, 2012, the Company had estimated net operating loss carry forwards which expire as follows (the Luxembourg losses do not expire):

	United States		Luxembourg		Switzerland		The Netherlands

2013		--		--		--		--
2014		--		--		--		--
2015		--		--		--		--
2016		--		--		1,345		--
2017						1,246		741
2018-2032		50,061		--		866		1,704
Perpetual		--		819		--		--
	E	50,061	E	819	E	3,457	E	2,445

Note 4. Stock Options

2001 Qualified Incentive Stock Option Plan:

The Company's board of directors approved a Stock Option Plan on June 15, 2001, which provides for the issuance of up to 5,000,000 shares of the Company's common stock to employees and non-employee directors.

No options were issued in the years ended December 31, 2012 or 2011.

The Company recognized compensation expense related to the issued option grants of E32 and E86 for the years ended December 31, 2012 and 2011, respectively. These amounts were recognized as research and development expense and general and administrative expense based on the specific recipient of the award for the years ended December 31, 2012 and 2011, respectively. As of December 31, 2012, a total of 250,000 shares of common stock with E3 unrecognized compensation cost is unvested. The unrecognized compensation cost is expected to be recognized over a weighted average period of one year.

A summary of activity related to stock options under the 2001 and 2009 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, 2009		442,500		$	0.12 to $3.50	$	0.97
Granted		4,350,000		$	0.14 to $0.19	$	0.15
Expired		--			--		--

Outstanding, December 31, 2010		4,792,500		$	0.12 to $3.50	$	0.23
Granted		--			--		--
Expired		( 50,000	)	$	2.50	$	2.50

Outstanding, December 31, 2011		4,742,500		$	0.12 to $3.50	$	0.20
Granted		--			--		--
Expired/forfeited		(1,060,000	)	$	0.14 to $3.50	$	3.19

Outstanding, December 31, 2012		3,682,500		$	0.12 to $3.50	$	0.17		6.55	$	--

Exercisable, December 31, 2012		3,432,500		$	0.12 to $3.50	$	0.17		6.48	$	--

The aggregate intrinsic value of the stock options fluctuates in relation to the market price of the Company’s common stock.

The range of exercise prices for options outstanding under the 2001 and 2009 Stock Option Plans at December 31, 2012 are as follows:


Number of
shares	Exercise Price

7,500	$	3.50
100,000	$	0.55
1,000,000	$	0.19
2,425,000	$	0.14
150,000	$	0.12

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A summary of the status of the Company’s non vested options as of December 31, 2012 and changes during the year ended December 31, 2012 are presented below:

	Number of
	Shares			Weighted Average
	Underlying			Grant Date Fair
Non vested options	Options			Value

Non vested at December 31, 2011		1,500,000		$	0.16
Granted					--
Forfeited		(1,000,000	)	$	0.14
Vested		(250,000	)	$	0.19
Non vested at December 31, 2012		250,000		$	0.19

As of December 31, 2012, the 2001 Stock Option Plan has 257,500 shares available for future grants of stock options.

Not included in the above table are 19,218,450 options issued as part of the acquisition of Bestewil described in Note 6, which expired in 2012. Also not included is a warrant for 32,000,000 shares of common stock exercisable at $0.25 per share issued to Round Enterprises as part of a loan agreement in 2010, which expired in 2012.

The Company will issue new shares upon the exercise of any options.

Note 5. Commitments and Contingencies

Total rent expense per year was E112 for 2012 and E174 for 2011. In 2011, a penalty of E54 has been paid for dropping the option on the additional space planned for a laboratory in Epalinges. The lease of the Company’s Nyon, Switzerland facility expired in 2011; the lease of the Company’s Lausanne, Switzerland facilities and the lease of the Company’s facilities in Leiden, the Netherlands, can be terminated in 2014.

Future lease payments expected on the above office leases are as follows for the years ending December 31:

Office Rent Expected	2013		2014		2015		2016		2017

LAUSANNE	E	47	E	9	E	--	E	--	E	--
LEIDEN	E	88	E	88	E	--	E	--	E	--

TOTAL	E	135	E	97	E	--	E	--	E	--

As per an agreement signed on December 22, 2008, PX Therapeutics has granted the license rights of the general know-how of Gp41 manufacturing technology to Mymetics for five years. During this period, the Company pays to PX Therapeutics an annual fee of E200 until the expiration date of December 23, 2013.

Note 6. Acquisition of Bestewil

On April 1, 2009 Mymetics and Norwood Immunology Limited (NIL) closed the acquisition of Bestewil Holding B.V. (“Bestewil”) from its parent, NIL, under a Share Purchase Agreement pursuant to which Mymetics agreed to purchase all issued and outstanding shares of capital stock (the “Bestewil Shares”) of Bestewil from its parent, NIL, and all issued and outstanding shares of capital stock of Virosome Biologicals B.V. which were held by Bestewil. Mymetics paid NIL E5,000 (the “Cash Consideration”) raised from bridge financing (the “Bridge Loan”) and issued to NIL a convertible redeemable note (the “Note”) in the principal amount of E2,500 due 36 months after the closing date, bearing interest at 5% per annum, convertible into shares of the Company’s common stock at a conversion rate of $0.50 (“the Conversion Price” since September 2010) and secured by the Company’s pledge of 1/3rd of the Bestewil Shares. The reduction of the Conversion price from $0.80 to $0.50 in September 2010 did not result in an extinguishment and reissuance of the note, nor did it result in a material adjustment in the consolidated financial statements. In addition, Mymetics granted NIL an option to acquire shares of Mymetics common stock equal to the result obtained by dividing $9,609 by the Conversion Price. As part of the Share Purchase Agreement, if Mymetics had issued shares of capital stock in connection with a financing to repay the Bridge Loan that had more favorable financial rights and preferences than the original conversion price or other terms, NIL had the right, at its election, to acquire those shares at the better terms. The advantage of this lower conversion price for the providers of the Bridge Loan has been treated in accordance with ASC Subtopic 470-20-40. The difference in the fair value of the shares issuable based on the terms of the original conversion price and the fair value of the shares actually issued based on the inducement terms is recorded as an expense of E807.

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Since the Company reduced the conversion price of the Bridge Loan to finance the acquisition from $0.80 to $0.50 in September 2010, the result is that the option now allows NIL to acquire 19,218,450 shares of common stock. Prior to this, the option allowed NIL to acquire 12,011,531 shares of common stock at $0.80 per share. The difference between the fair value calculation of the option at the original exercise price of $0.80 and the now established $0.50 per share is E484 and has been recorded as a general and administrative expense and an increase in additional paid-in capital. The fair values were calculated with standard Black Scholes methodology using the following assumptions:

Risk free interest rate		0.38	%
Expected dividends		0	%
Expected term	1.5 years
Volatility		131.92	%

This option expired on April 1, 2012.

Further contingent consideration to be paid under the Share Purchase Agreement includes:

●

A payment of up to E3,000 in cash should a third party commence a Phase III clinical trial by April 1, 2013 for Mymetics’ Intranasal Influenza Vaccine licensed from Bestewil;

●

A payment of 50% of Mymetics’ net royalties received from a Respiratory Syncytial Virus license (RSV license), payable in cash, maximum amount unlimited; and

●

A payment in cash, maximum amount unlimited, of 25% of any net amounts received by Mymetics from a third party Herpes Simplex Virus license (HSV license) based upon Bestewil intellectual property.

The fair value of the contractual obligations to pay the contingent consideration is determined based on a risk-adjusted, discounted cash flow approach. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The resultant cash flows are discounted using a discount rate of 13.9%, which the Company believes is appropriate and is representative of a market participant assumption.

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Note 7. Fair Value Measurements

As of December 31, 2012, the Company held a liability for acquisition-related contingent consideration that is required to be measured at fair value on a recurring basis.

The Company’s acquisition-related contingent consideration is measured at fair value on a recurring basis using Level 3 inputs.

The following table presents changes to the Company’s acquisition-related contingent consideration for the years ended December 31, 2012 and 2011:

	Fair Value Measurements Using Significant
	Unobservable Inputs(Level 3)
	Acquisition-related Contingent Consideration

	2012		2011

Balance at January 1	E	5,753	E	3,212
Change in fair value recorded in earnings		780		2,541
Balance at December 31	E	6,533	E	5,753

The fair value recorded as of December 31, 2011 was determined based on a projection period ending in 2023, which corresponds to the lifetime of the underlying patents. This projection period has been extended to 2030 based on management’s revised assessment of the Company’s ability to generate new patents from its research, in the fair value calculation performed as December 31, 2012. At the time of the acquisition the RSV vaccine was originally planned to be out-licensed after the pre-clinical phase with potential royalties of 2%. Management’s new plan is to bring the RSV vaccine through a Phase I and II, which adds considerable value and changes expected royalties to 10% and therefore increased the liability due to NIL. Additionally, the contingent consideration related to the intra-nasal influenza vaccine has been reduced to zero, as it is very unlikely that the Phase III clinical trial will start before April 1, 2013, now that the Company has regained the rights to the influenza vaccine technology.

Note 8. Subsequent Events

On January 16, 2013, two convertible loans were issued for a total of E300,000 with a 10% interest per annum and a maturity date of March 31, 2013. This maturity date is automatically prolonged for periods of 3 months, unless called for repayment. The conversion price is determined by 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 $20,000,000.

On March 25, 2013, one convertible loan was issued for a total of E400,000 with a 10% interest per annum and a maturity date of March 31, 2013. This maturity date is automatically prolonged for periods of 3 months, unless called for repayment. The conversion price is determined by 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 $20,000,000.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Mymetics Corporation

	By:	/s/ Ronald Kempers

	Name: Ronald Kempers
	Title: Chief Executive Officer / Chief Financial Officer
	March 28, 2013

	By:	/s/ Ulrich Burkhard

	Name: Ulrich Burkhard
	Title: Director
	March 28, 2013

	By:	/s/ Ernest Stern

	Name: Ernest Stern
	Title: Director
	March 28, 2013

	By:	/s/ Thomas Staehelin

	Name: Thomas Staehelin
	Title: Director
	March 28, 2013

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POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Ronald Kempers as his true and lawful attorney-in-fact and agents, with full power of substitution and re substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	Mymetics Corporation

	By:	/s/ Ronald Kempers

	Name: Ronald Kempers
	Title: Chief Executive Officer / Chief Financial Officer
	March 28, 2013

	By:	/s/ Ulrich Burkhard

	Name: Ulrich Burkhard
	Title: Director
	March 28, 2013

	By:	/s/ Ernest Stern

	Name: Ernest Stern
	Title: Director
	March 28, 2013

	By:	/s/ Thomas Staehelin

	Name: Thomas Staehelin
	Title: Director
	March 28, 2013