UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006
OR
[ ] 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 (I.R.S. Employer
incorporation or organization) Identification No.)
European Executive Office
14, rue de la Colombiere
1260 Nyon (Switzerland)
(Address of principal executive offices)
011 41 22 363 13 10
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by 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 [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [X]
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date:
Class Outstanding at August 20, 2006
----------------------------- ------------------------------
Common Stock, $0.01 par value 105,170,464
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS OF EUROS)
June 30, December 31,
2006 2005
-------- ------------
ASSETS
Current Assets
Cash E 154 E 70
Receivables 77 42
Prepaid expenses 0 2
-------- --------
Total current assets 231 114
Patents 325 52
-------- --------
E 556 E 166
======== ========
LIABILITIES AND SHAREHOLDERS'
EQUITY (DEFICIT)
Current Liabilities
Accounts payable E 2,331 E 2,095
Taxes and social costs payable 15 15
Current portion of notes payable 3,879 3,754
Other 288 301
-------- --------
Total current liabilities 6,513 6,165
Payable to Shareholders 242 242
Note Payable, less current portion 151 39
-------- --------
Total liabilities 6,906 6,446
Shareholders' Equity (Deficit)
Common stock, U.S. $.01 par value; 495,000,000 shares
authorized; issued and outstanding
101,670,464 at June 30, 2006 and
82,670,464 at December 31, 2005 985 778
Common stock issuable; 600,000 shares 5 59
Preferred stock, U.S. $.01 par value; 5,000,000 shares
authorized; none issued or outstanding -- --
Additional paid-in capital 6,739 6,227
Deficit accumulated during the development stage (14,842) (14,087)
Accumulated other comprehensive income 763 743
-------- --------
(6,350) (6,280)
-------- --------
E 556 E 166
======== ========
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
(IN THOUSANDS OF EUROS, EXCEPT FOR PER SHARE AMOUNTS)
FOR THE SIX FOR THE SIX TOTAL ACCUMULATED
MONTHS ENDED MONTHS ENDED DURING THE
JUNE 30, 2006 JUNE 30, 2005 DEVELOPMENT STAGE
-------------- -------------- -----------------
Revenue
Sales E -- E -- E 224
Interest -- -- 34
-------- -------- --------
-- -- 258
-------- -------- --------
Expenses
Research and development 319 370 5,405
General and administrative 261 643 6,661
Bank fee -- -- 935
Interest 125 108 1,089
Goodwill impairment -- -- 209
Amortization 50 30 511
Directors' fees -- -- 274
Other -- -- 10
-------- -------- --------
755 1,151 15,094
-------- -------- --------
Loss before income tax provision (755) (1,151) (14,836)
Income tax provision -- -- (6)
-------- -------- --------
Net loss (755) (1,151) (14,842)
Other comprehensive income
Foreign currency translation
adjustment 20 (67) 763
-------- -------- --------
Comprehensive loss E (735) E (1,218) E(14,079)
======== ======== ========
Basic and diluted loss per share E (0.01) E (0.02)
======== ========
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
(IN THOUSANDS OF EUROS, EXCEPT FOR PER SHARE AMOUNTS)
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
JUNE 30, 2006 JUNE 30, 2005
------------- -------------
Revenue
Sales E -- E --
Interest -- --
-------- --------
-- --
-------- --------
Expenses
Research and development 223 125
General and administrative 62 171
Bank fee -- --
Interest 63 55
Goodwill impairment -- --
Amortization 25 15
Directors' fees -- --
Other -- --
-------- --------
373 366
-------- --------
Loss before income tax provision (373) (366)
Income tax provision -- --
-------- --------
Net loss (373) (366)
Other comprehensive income
Foreign currency translation
adjustment 10 (47)
-------- --------
Comprehensive loss E (363) E (413)
======== ========
Basic and diluted loss per share E (0.00) E (0.01)
======== ========
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS OF EUROS)
FOR THE SIX FOR THE SIX TOTAL ACCUMULATED
MONTHS ENDED MONTHS ENDED DURING THE
JUNE 30, 2006 JUNE 30, 2005 DEVELOPMENT STAGE
-------------- -------------- ------------------
Cash flow from operating activities
Net Loss E (755) E (1,151) E (14,842)
Adjustments to reconcile net loss to
net cash used in operating activities
Amortization 50 30 511
Goodwill impairment -- -- 209
Fees paid in warrants -- -- 223
Services and fee paid in common stock -- -- 1,928
Amortization of debt discount -- -- 210
Changes in current assets and
liabilities, net of effects
from reverse purchase
Decrease(increase) in receivable (35) (4) (39)
Increase(decrease) in accounts payable 236 466 2,033
Increase(decrease) in taxes and -- -- 15
social costs payable
Other (11) -- 336
-------------- -------------- ------------------
Net cash used in operating activities (515) (659) (9,416)
-------------- -------------- ------------------
Cash flows from investing activities
Patents and other (323) -- (716)
Cash acquired in reverse purchase -- -- 13
-------------- -------------- ------------------
Net cash used in investing activities (323) -- (703)
-------------- -------------- ------------------
Cash flows from financing activities
Proceeds from issuance of common stock 665 417 4,684
Borrowing from shareholders -- -- 242
Increase in note payable and other
short-term advances 237 309 4,714
Loan fees -- -- (130)
-------------- -------------- ------------------
Net cash provided by financing activities 902 726 9,510
-------------- -------------- ------------------
Effect on foreign exchange rate on cash 20 (67) 763
-------------- -------------- ------------------
Net change in cash 84 -- 154
Cash, beginning of period 70 -- --
-------------- -------------- ------------------
Cash, end of period E 154 E -- E 154
============== ============== ==================
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(UNAUDITED)
Note 1. The Company and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying interim period consolidated financial statements of Mymetics
Corporation (the "Company") set forth herein have been prepared by the Company
pursuant to the rules and regulations of the U.S. Securities and Exchange
Commission (the "SEC"). Certain information and footnote disclosure normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to such SEC rules and regulations. The interim period
consolidated financial statements should be read together with the audited
financial statements and the accompanying notes included in the Company's latest
annual report on Form 10-K for the fiscal year ended December 31, 2005.
The accompanying financial statements of the Company are unaudited. However, in
the opinion of the Company, the unaudited consolidated financial statements
contained herein contain all adjustments necessary to present a fair statement
of the results of the interim periods presented. All adjustments made during the
three- and six-month periods ended June 30, 2006 were of a normal and recurring
nature.
The amounts presented for the three- and six-month periods ended June 30, 2006,
are not necessarily indicative of the results of operations for a full year.
The amounts in the notes are rounded to the nearest thousand of Euros except for
per share amounts.
Mymetics Corporation was created for the purpose of engaging in research and
development of human health products. Its main research efforts have been
concentrated in the prevention and treatment of the HIV-AIDS virus. The Company
has established a network which enables it to work with education centers,
research centers, pharmaceutical laboratories and biotechnology companies.
These financial statements have been prepared treating the Company as a
development stage company. As of June 30, 2006, the Company had not performed
any human clinical testing and revenues obtained from the sale or licensing of
the Company's technology are not expected before 2007 at the earliest. As such,
the Company has not generated significant revenues. Revenues reported by the
Company consist of incidental serum by-products of the Company's research and
development activities and interest income. For the purpose of these financial
statements, the development stage started May 2, 1990.
These financial statements have been prepared assuming the Company will continue
as a going concern. The Company has experienced significant losses since
inception resulting in a deficit in shareholders' equity (deficit) of E6,350 at
June 30, 2006. Deficits in operating cash flows since inception have been
financed through debt and equity funding sources. In order to remain a going
concern and continue the Company's research and development activities,
management intends to seek additional funding. Further, the Company's current
liabilities exceed its current assets by E5,957 as of June 30, 2006, and there
is no assurance that cash will become available to pay current liabilities in
the near term. Management is seeking additional financing but there can be no
assurance that management will be successful in any of those efforts.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its subsidiaries. Significant intercompany accounts and transactions have been
eliminated.
Foreign Currency Translation
The Company translates non-Euro assets and liabilities of its subsidiaries at
the rate of exchange at the balance sheet date. Revenues and expenses are
translated at the average rate of exchange throughout the year. Unrealized gains
or losses from these translations are reported as a separate component of
comprehensive income. 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.
Receivables
Receivables are stated at their outstanding principal balances. Management
reviews the collectibility 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 June 30, 2006 and December 31, 2005 are
sufficient. The Company charges off receivables to the allowance when management
determines that a receivable is not collectible.
Current liabilities
The Company was not able to meet the E900,000 loan repayment due at June 30,
2006, but the bank has agreed to delay declaring a default to allow the bank and
the Company to negotiate terms of repayment acceptable to the bank, and for the
Company to identify additional investors to fund the repayment.
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.
Earnings per Share
Basic earnings per share is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding in the
period. The weighted average number of shares was 97,874,860 for the three
months ended June 30, 2006, 70,801,785 for the three months ended June 30, 2005.
Diluted earnings per share takes into consideration common shares outstanding
(computed under basic earnings per share) and potentially dilutive securities.
Warrants and options were not included in the computation of diluted earnings
per share because their effect would be anti-dilutive due to net losses
incurred.
Stock-Based Compensation
As of January 1, 2006, the Company adopted SFAS No. 123(R) using the modified
prospective method, which requires measurement of compensation cost for all
stock-based awards at fair value on date of grant and recognition of
compensation over the service period for awards expected to vest. The fair value
of stock options is determined using the Black-Scholes valuation model, which is
consistent with the Company's valuation techniques previously utilized for
options in footnote disclosures required under SFAS No. 123, Accounting for
Stock Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure.
Since the Company did not issue stock options to employees during the three
months ended June 30, 2006 or 2005, there is no effect on net loss or earnings
per share had the Company applied the fair value recognition provisions of SFAS
No. 123(R) to stock-based employee compensation. When the Company issues shares
of common stock to employees and others, the shares of common stock are valued
based on the market price at the date the shares of common stock are approved
for issuance.
ITEM 2. 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 Mymetics Corporation for the periods ended June 30, 2006 and 2005
should be read in conjunction with the Company's audited consolidated financial
statements and related notes and the description of the Company's business and
properties included elsewhere herein.
This report contains forward-looking statements that involve risks and
uncertainties. The statements contained in this report are not purely
historical, but are forward-looking statements within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended. These forward looking statements concern
matters that involve risks and uncertainties that could cause actual results to
differ materially from those projected in the forward-looking statements. Words
such as "may," "will," "should," "could," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential," "continue", "probably" or similar
words are intended to identify forward looking statements, although not all
forward looking statements contain these words.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of the forward-looking
statements. We are under no duty to update any of the forward-looking statements
after the date hereof to conform such statements to actual results or to changes
in our expectations.
Readers are urged to carefully review and consider the various disclosures made
by us which attempt to advise interested parties of the factors which affect our
business, including without limitation disclosures made under the captions
"Management Discussion and Analysis of Financial Condition and Results of
Operations," "Risk Factors," "Consolidated Financial Statements" and "Notes to
Consolidated Financial Statements" included in our annual report on Form 10-K
for the year ended December 31, 2005 and, to the extent included therein, our
quarterly reports on Form 10-Q filed during fiscal year 2005.
SIX MONTHS ENDED JUNE 30, 2006 AND 2005
Revenue was nil for the six months ended June 30, 2006 and June 30, 2005.
Costs and expenses decreased to E755,000 for the six months ended June 30, 2006
from E1,151,000 (-34.4%) for the six months ended June 30, 2005. Research and
development expenses decreased to E319,000 in the current period from E370,000
(-13.8%) in the comparative period of 2005 as we are now waiting for the results
of our ongoing non-human primates tests, to which we have committed all our
financial resources. General and administrative expenses decreased to E261,000
in the six months ended June 30, 2006 from E643,000 in the comparative period of
2005 (-59.4%) mostly due to E34,000 French TVA (Value Added Tax) credit
following a routine tax audit and E102,000 forgiveness of debt by several
creditors, as well as overall cost reduction measures.
The Company reported a net loss of E755,000, or E0.00 per share, for the six
months ended June 30, 2006, compared to E1,151,000, or E0.01, for the six months
ended June 30, 2005.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash of E154,000 at June 30, 2006 compared to E70,000 at
December 31, 2005.
We have not generated any material revenues since we commenced our current line
of business in 2001, and we do not anticipate generating any material revenues
on a sustained basis unless and until a licensing agreement or other commercial
arrangement is entered into with respect to our technology.
Increases in borrowing pursuant to a non-revolving term facility and other short
term advances provided cash of E237,000 in the current period and E309,000 in
the comparative period last year. The non-revolving term facility is in the
principal amount of up to E3.7 million and matures on December 31, 2006, with a
partial repayment of E900,000 on June 30, 2006. In addition, any amount repaid
under this facility can be converted at the lender's option into restricted
common shares of Mymetics Corporation at $0.30 per share. At June 30, 2006,
Mymetics had borrowed an aggregate of E3,879,000 pursuant to this non-revolving
term facility.
We were not able to meet the E900,000 loan repayment due at June 30, 2006 but
the bank has agreed to delay declaring a default to allow the bank and the
Company to negotiate terms of repayment acceptable to the bank, and for the
Company to identify additional investors to fund the repayment.
As of June 30, 2006, we had an accumulated deficit of approximately E14.8
million, and we incurred losses of E755,000 in the six-month period ending on
that date. These losses are principally associated with the research and
development of our HIV vaccine technologies. We expect to continue to incur
expenses in the future for research, development and activities related to the
future licensing of our technologies.
Accounts payable of E2,331,000 at June 30, 2006, include E638,000 due to our
officers as unpaid salaries, fees and out-of-pocket expenses, of which E292,000
has been converted into restricted shares of our common stock at $0.10 per share
for a total of 3,500,000 shares, on July 20, 2006. The E242,000 payable to
shareholders at June 30, 2006, represents various amounts advanced by a
shareholder and former director to Hippocampe S.A. (now Mymetics S.A., our
French affiliate) between 1990 and 1999. These advances are reimbursable subject
to the French legal concept of "retour a meilleure fortune", or literally,
"return to better times," which means when the Company's financial status
improves so that repayment is possible. This ambiguous concept has been
contractually defined in November 1998 between the lender and Aralis
Participations S.A., then a major shareholder of Hippocampe S.A., as essentially
a positive working capital ratio of 1.2 during four consecutive quarters, said
ratio to be computed exclusively on the basis of commercial revenues for
Hippocampe S.A., i.e., to the exclusion of subsidies, whether from related or
unrelated parties. Considering the present status of Mymetics S.A., it is
impossible to predict when such amounts will be reimbursed to the lender, if at
all. Consequently, they are classified as long term debts. Because our French
subsidiary is in receivership (as disclosed in our Form 8-K dated February 13,
2006), Mymetics SA cannot return to "better times" so long as the collection
efforts of Dr. Serres force the Company to remain in receivership. Consequently,
this amount will never have to be repaid, and we most probably will have to
reverse it as soon as the French courts close the Mymetics SA file.
Net cash used in operating activities was E515,000 for the period ended June 30,
2006, compared to E659,000 for the period ended June 30, 2005, due mostly to an
increase in Accounts Payable of E236,000, of which E51,000 was payable to our
officers.
Investing activities used E323,000 during the six months ended June 30, 2006,
compared to no cash used or provided during the six months ended June 30, 2005.
Financing activities provided cash of E902,000 for the period ended June 30,
2006 compared to E726,000 in the same period last year.
Proceeds from issuance of common stock provided E665,000 during the period ended
June 30, 2006 compared to E417,000 in the same period in 2005.
Salaries and related payroll costs represent fees for all of our directors other
than our employee directors, gross salaries for two of our executive officers,
and payments under consulting contracts with two of our officers. We do not pay
our non-employee directors, and we credit our two salaried executive officers a
combined amount of E24,000 per month under an informal agreement approved by our
Board of Directors in 2003. Simultaneously with the change of status of our CSO
as of July 1, 2006 (described below), the Board of Directors has approved formal
Executive Employment Agreements with our CEO and CFO, as attached to this Form
10-Q as Exhibits 10.1 and 10.2, respectively. Since January 1, 2004 and until
November 30 of that year, payments of CHF 9,500 (approx. E6,000) per month for
Dr. Sylvain Fleury's services as our Chief Scientific Officer have been made
pursuant to a three-way consulting agreement with Centre Hospitalier
Universitaire Vaudois (CHUV), a Swiss University Hospital located in Lausanne,
where Dr. Fleury is employed to allow him to supervise a research project funded
by the Swiss FNRS (Swiss National Research Foundation) which he had initiated
before joining Mymetics. Between April and December 2005, this agreement was
extended to include the services of a qualified virologist under Dr. Fleury's
supervision in order to reduce the cost and turn-around time of certain
scientific work previously outsourced by the Company to third parties. Payments
under this agreement were suspended in December 2004 due to lack of funds. CHUV
accepted nevertheless to maintain the agreement in force and to finance the
resulting expenses until such time as additional funds could be raised by the
Company. The debt owed CHUV peaked at over CHF 200,000 (E129,000) in December
2005, when CHUV threatened to terminate the agreement unless a significant
portion of the outstanding amount was repaid, which would have meant the loss of
a major Company resource. On December 20, 2005 and March 8, 2006, the Company
was able to pay CHUV CHF 50,000 (E32,000) and CHF 100,000 ( E62,500)
respectively, a total amount considered sufficient by CHUV in the light of our
latest scientific achievements to suspend all threats of termination. Following
a change in local Swiss authorities policy towards start-up companies, which
they decided would not be supported any more, CHUV had to terminate the
three-way agreement referred to above, including Dr. Fleury's employment
agreement as of June 30, 2006. Starting July 1, 2006, Dr. Fleury is employed
directly by Mymetics Corporation under an Executive Employment Agreement which
is attached to the present Form 10-Q as Exhibit 10.3.
Since January 15, 2004, payments of E4,000 per month for Professor Marc Girard's
services as our Head of Vaccines Development were due pursuant to a consulting
agreement dated June 10, 2004, as disclosed in our filing on Form 10-Q for the
period ended June 30, 2004 to the Securities and Exchange Commission. We have
not been able to make the payments due under the agreement on a regular basis,
and we owed Professor Girard approximately E94,000 at June 30, 2006. We have
been able to make significant payments recently to Professor Girard who, along
with our other officers, has accepted to convert part of his fees into
restricted shares of the Company's common stock at $0.10 per share (resulting in
500,000 shares).
Monthly fixed and recurring expenses for "Property leases" of E1,000 represents
the monthly lease and maintenance payments to unaffiliated third parties for our
executive offices located at 14, rue de la Colombiere in Nyon (Switzerland) (600
square feet), which can be cancelled on one month notice. We do not lease any
research facilities since Dr. Fleury's facilities were provided free of charge
until June 30, 2006 by CHUV. As a temporary measure following the termination of
our agreement with CHUV, we have leased minimal office facilities for Dr. Fleury
starting August 15, 2006 at a monthly cost of E1,000, which includes full access
to medical databases over high speed internet connection. This lease can be
cancelled on very short term notice as we are planning to lease in the next few
months facilities on the campus of the Swiss Federal Institute of Technology
(EPFL) in Lausanne (Switzerland), located 15 miles from our Nyon office,
including laboratory facilities to conduct quality checks and to verify
scientific results.
Included in professional fees are estimated recurring legal fees paid to outside
corporate counsel and ongoing litigation expenses, audit and review fees paid to
our independent accountants, and fees paid for investor relations.
Interest expense represents interest paid to MFC Merchant Bank S.A. for a note
payable. This note payable in the maximum principal amount of E3.7 million
carries an interest rate of Libor + 4% which is accrued on a quarterly basis.
As of June 30, 2006, we had two full-time salaried executives, exclusive of our
contracts for the consulting services of our Chief Scientific Officer, his
assistant and our Head of Vaccines Development. Certain secretarial work for our
CEO is outsourced to self-employed secretaries who accept being partially paid
in common stock of Mymetics at the current market price.
We anticipate hiring an assistant to our CFO as well as a part-time laboratory
technician in the first half of 2007, and may need to hire additional personnel
to meet the needs and demands of any future workload.
We intend to continue to incur additional expenditures during the next 12 months
for additional research and development of our HIV vaccines. These expenditures
will relate to the continued gp41 testing and are included in the monthly cash
outflow described above. Additional funding requirements during the next 12
months may arise upon the commencement of a phase I clinical trial. We expect
that funding for the cost of any clinical trials would be available either from
debt or equity financings, donors and/or potential pharmaceutical partners
before we commence the human trials.
In the past we have financed our research and development activities primarily
through debt and equity financings from various parties.
The Company anticipates its operations will require approximately E6 million
until December 31, 2007. The Company will seek to raise the required capital
from equity or debt financings, donors and/or potential partnerships with major
international pharmaceutical and biotechnology firms. However, there can be no
assurance that the Company will be able to raise additional capital on terms
satisfactory to the Company, or at all, to finance its operations. In the event
that the Company is not able to obtain such additional capital, it would be
required to further restrict or even halt its operations.
RECENT FINANCING ACTIVITIES
Our management believes that their decision in 2005 to devote all our financial
resources to the pursuit of our scientific work was vindicated in late 2005 and
early 2006, when our scientific results exceeded management's expectations. As a
result, the Company attracted new investors, repaid some of its debts and filed
an overdue filing. In addition, the Company presented our scientific results
both to the US National Institutes of Health (NIH), that decided to test our
prototype vaccine at its own US facilities, and to the world scientific and
pharmaceutical business community at the March 2006 Keystone Meeting in
Colorado, where the Company attracted considerable attention. We are presently
engaged in raising the equivalent of E6 million from Swiss investors under
Regulation S in the form of Convertible Notes at staggered conversion prices
between $0.10 (for amounts committed until June 23, 2006) and $0.60 (for amounts
committed until September 30, 2006). This method was preferred to straight sales
of shares at current market price as we and our new investors believe that the
market price presently does not accurately reflect the value of our common stock
but only reflects our past and the difficulty we face in communicating our
results to the public due to the complex scientific issues involved and the
requirements of secrecy under patent laws, which preclude us from communicating
our latest results until the relevant patents applications become public
eighteen months after filing.
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 research costs
associated with our gp41 testing. Provided we can obtain sufficient financing
resources, we expect to begin phase I clinical trials in 2007. As in the past
and to the extent this research work will not be conducted by institutions such
as the US National Institutes of Health (NIH), the International AIDS Vaccine
Initiative (IAVI) or the Center for HIV/AIDS Vaccine Immunology (CHAVI), we
intend to subcontract such work to "best of class" research teams.
We do not anticipate that our existing capital resources will be sufficient to
fund our cash requirements through the next three months. We do not have enough
cash presently on hand, based upon our current levels of expenditures and
anticipated needs during this period, and we will need additional proceeds from
the exercise of warrants and options, and additional equity investments and
grants, such as private placements under Regulation D and Regulation S under the
Securities Act of 1933. 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 future
clinical trials.
To date we have generated no material revenues from our business operations. We
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. However, we presently have no commitments for any
such payments.
Sources of additional capital include funding through future collaborative
arrangements, licensing arrangements, and debt and equity financings. We do not
know whether additional financing will be available on commercially acceptable
terms when needed. If we 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 we are
unable to secure such additional financing when needed, we will have to curtail
or suspend all or a portion of our business activities and we could be required
to cease operations entirely. Further, if we issue equity securities, our
shareholders may experience severe dilution of their ownership percentage.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
PAYMENTS DUE BY PERIOD (THOUSANDS OF EUROS)
LESS MORE
THAN 1 - 3 3 - 5 THAN
CONTRACTUAL OBLIGATION TOTAL 1 YEAR YEARS YEARS 5 YEARS
Long-term debt E 0 E 0 E 0 E 0 E 0
Capital Lease Obligations E 0 E 0 E 0 E 0 E 0
Operating Lease Obligations E 0 E 0 E 0 E 0 E 0
Purchase Obligations E310 (1,2) E 300 E 10 E 0 E 0
Other Long-Term Liabilities Reflected on E242 (3) E 0 E 0 E 0 E 242
Mymetics Balance Sheet under GAAP
TOTAL E402 E 115 E 30 E 15 E 242
(1) Represents various amounts due to suppliers and partners in respect of the
neutralizing antibodies tests currently under way.
(2) French auditors ("Commissaire aux Comptes") are elected for 6 years and
cannot be terminated. Our French auditor has been re-elected in 2003.
Based on current budget and cost estimates, we posted E5,000 per year for
the audits 2006 and 2007, when we expect the French company to be
dissolved.
(3) Due to P.-F. Serres, one of our former directors, repayable only after
certain conditions related to our French subsidiary's financial situation
have been met. Because of Dr. Serres' legal action against our French
subsidiary which resulted in the latter being put under receivership
("Redressement judiciaire"), it is highly unlikely that these conditions
will ever be met and therefore that we will ever have to repay Dr. Serres.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates which could affect
our financial condition and results of operations. We have not entered into
derivative contracts for our own account to hedge against such risk.
INTEREST RATE RISK
Fluctuations in interest rates may affect the fair value of financial
instruments. An increase in market interest rates may increase interest payments
and a decrease in market interest rates may decrease interest payments of such
financial instruments. We have debt obligations which are sensitive to interest
rate fluctuations.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. As of the end of the registrant's fiscal
year ended December 31, 2005, an evaluation of the effectiveness of the
registrant's "disclosure controls and procedures" (as such term is defined in
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) was carried out by the registrant's principal executive
officer and principal financial officer. Based upon that evaluation, the
registrant's principal executive officer and principal financial officer have
concluded that as of the end of that fiscal year, the registrant's disclosure
controls and procedures are effective to ensure that information required to be
disclosed by the registrant in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms.
It should be noted that while the registrant's principal executive officer and
principal financial officer believe that the registrant's disclosure controls
and procedures provide a reasonable level of assurance that they are effective,
they do not expect that the registrant's disclosure controls and procedures or
internal control over financial reporting will prevent all errors and fraud. A
control system, no matter how well conceived or operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Neither Mymetics Corporation nor our wholly owned subsidiary 6543 Luxembourg SA
are presently involved in any litigation incident to our business.
As disclosed in our Form 8-K dated February 13, 2006, our French subsidiary
Mymetics S.A. was placed under receivership ("Redressement Judiciaire") on
February 7, 2006 by the Tribunal de Commerce in Lyon, France, as a result of an
ongoing dispute between Mymetics Corporation and a former officer and director,
Dr. Pierre-Francois Serres, who has a judgment against Mymetics S.A. in France
(that is now under appeal) in the amount of E173,000 for an alleged wrongful
termination by
the Company's prior management during 2003. The court appointed two judges to
oversee the case, a lawyer to represent the creditors and a judicial
administrator to manage Mymetics S.A., all of whom are considered agents of the
court. The court further imposed a renewable six-month observation period during
which management and the administrator should strive to find a solution to the
crisis, which we are attempting to do. On July 18, 2006, the court extended the
observation period until February 7, 2007, based on a favorable report about the
future of Mymetics delivered by the judicial administrator. We are actively
working on a plan which we expect would allow our French subsidiary to emerge
from "Redressement Judiciaire" on or about that date.
By way of background, Dr. Serres was terminated by the Company's previous
management and later reinstated by existing management as Chief Scientific
Officer retroactively commencing May 5, 2003. In November 2003 Dr. Serres was
appointed Head of Exploratory Research. Dr. Serres resigned on June 13, 2005 as
director of the Company and as an officer of the Company on December 26, 2005.
Previously, the Lyon Industrial Tribunal had granted Dr. Serres an emergency
injunction on October 14, 2003. In consideration for being reinstated by the
Company's new management, Dr. Serres agreed in August 2003 to forfeit all legal
and punitive compensation for having been terminated by the Company's prior
management. Despite this pledge, Dr. Serres maintained his proceeding and on
November 3, 2005, the Lyon Industrial Tribunal awarded Dr. Serres the full
E173,000 he was seeking, of which approximately E100,000 is payable immediately
despite the fact that we immediately appealed the judgment. We have attempted
without success to negotiate with Dr. Serres regarding the payments immediately
due to him under the judgment. In light of limited financial resources at that
time, we did not have enough funds to both pay Dr. Serres the amount immediately
due for approximately E100,000 and to initiate new rounds of animal preclinical
trials supported by the latest encouraging scientific results. We decided to
allocate existing financial resources to the preclinical trials and to contest
the judgment of the Lyon Industrial Tribunal based upon advice of our French
counsel that the judgment was illegal under French law and that an appeal should
be successful. Dr. Serres pursued a strategy of raising pressure on the Company
to pay his judgment by seeking to have our subsidiary liquidated through the
Tribunal de Commerce in Lyon. We intend, therefore, to raise the money necessary
to pay Dr. Serres and remove Mymetics S.A. from receivership. At the same time,
we expect to prevail on the appeal of the decision by the Lyon Industrial
Tribunal and should we do so, we understand that Dr. Serres will have to
reimburse us for all monies we have paid to him under the Industrial Tribunal
judgment.
While we expect to prevail in all of these cases, our management believes that
adverse results in one or more of these cases could have a material adverse
effect on our results of operations in future periods.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the second quarter of 2006, three non-US investors acquired an additional
5,550,000 common shares of the Company at an average price of E0.04 per share
under Regulation S of the Securities Act of 1933. The E215,000 amount received
allowed us to satisfy certain key service providers to whom significant
outstanding amounts were owed and to pursue our non-human primates tests at the
Chinese Academy of Medical Sciences in Beijing (Republic of China). During that
same period, a US creditor holding a $50,000 note maturing on June 30, 2006
agreed to convert the note for 1 million restricted common shares at a price of
E0.04 per share, resulting in a decrease of our debt of E39,000.
On July 21, 2006 the Company converted a total of $350,000 of accrued salaries
and expenses of Christian Rochet, Ernst Luebke, Sylvain Fleury and Marc Girard
into shares of our common stock at a conversion price of $0.10 per share
resulting in
the issuance of 1,000,000 shares to each of Messrs. Rochet, Luebke and Fleury
and 500,000 shares of our common stock to Mr. Girard. The shares were issued
under Section 4(2) of the Securities Act of 1933, as amended, that exempts
nonpublic sales from the registration requirements under Section 5 of that Act
and, in this case, to persons who are officers of the Company and knowledgeable
about the risks of investing in it.
ITEM 5. OTHER INFORMATION
The presentation of our latest scientific results by our partner Dr. Morganne
Bomsel from the Cochin Institute (Paris, France) at the Keystone HIV-AIDS
Pathogenesis Symposia held from March 27 to April 2, 2006 in Colorado has
attracted considerable attention from academia and industry, and we are
presently holding post-presentation discussions with several potential
scientific and industrial partners as a result thereof, although there is no
assurance that any strategic relationships will result from these discussions.
On June 23, 2006, we issued a Press Release announcing that intermediate results
from our non-human primate tests presently being carried out at the Chinese
Academy of Medical Sciences in Beijing (Republic of China) have shown the
presence of anti-gp41 antibodies (IgG and IgA), confirming previous data from
rabbit models. The full text of the Press Release is attached as Exhibit 10.5.
ITEM 6. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- ------------------------------------------------------------------
10.1 Employment Agreement of our Chief Executive Officer, Christian
J.-F. Rochet
10.2 Employment Agreement of our Chief Financial Officer, Ernst Luebke
10.3 Employment Agreement of our Chief Scientific Officer, Dr. Sylvain
Fleury, Ph.D.
10.4 Employee Proprietary Information, Inventions and Non-Competition
Agreement (signed by all officers and employees)
10.5 Press Release dated June 23, 2006
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32 Section 1350 Certification of Chief Executive Officer and Chief
Financial Officer
SIGNATURES
Pursuant to the requirements 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.
Dated: August 18, 2006 MYMETICS CORPORATION
By: /s/ Christian Rochet
-------------------------------------
President and Chief Executive Officer