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 SEPTEMBER 30, 2007
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 November 13, 2007
----- --------------------------------
Common Stock, U.S.$0.01 par value 186,963,631
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS OF EUROS)
September 30, December 31,
2007 2006
------------- ------------
ASSETS
Current Assets
Cash E 627 E 29
Receivables -- 15
Prepaid expenses 121 16
-------- --------
Total current assets 748 60
Patents and licenses 461 300
-------- --------
E 1,209 E 360
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable E 1,168 E 1,933
Taxes and social costs payable -- 5
Current portion of notes payable -- 4,021
Other 16 288
-------- --------
Total current liabilities 1,184 6,247
Payable to Shareholders -- 242
Notes Payable to shareholders 151 351
-------- --------
Total liabilities 1,335 6,840
Shareholders' Equity (Deficit)
Common stock, U.S. $.01 par value; 495,000,000 shares
authorized; issued and outstanding
177,580,297 at September 30, 2007 and
110,690,464 at December 31, 2006 1,627 1,061
Common stock issuable; 4,066,667 shares at September 30, 2007
And 330,000 shares at December 31, 2006 29 3
Preferred stock, U.S. $.01 par value; 5,000,000 shares
authorized; none issued or outstanding -- --
Additional paid-in capital 17,247 7,381
Deficit accumulated during the development stage (19,738) (15,672)
Accumulated other comprehensive income 709 747
-------- --------
(126) (6,480)
-------- --------
E 1,209 E 360
======== ========
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 NINE FOR THE NINE TOTAL ACCUMULATED
MONTHS ENDED MONTHS ENDED DURING THE
SEPTEMBER 30, 2007 SEPTEMBER 30, 2006 DEVELOPMENT STAGE
------------------ ------------------ -----------------
Revenue
Sales E -- E -- E 224
Interest -- -- 34
------- ------- --------
-- -- 258
------- ------- --------
Expenses
Research and development 722 468 6,351
General and administrative 3,215 622 10,338
Bank fee -- -- 935
Interest 115 125 1,346
Goodwill impairment -- -- 209
Amortization 14 75 527
Directors' fees -- -- 274
Other -- -- 10
------- ------- --------
4,066 1,290 19,990
------- ------- --------
Loss before income tax provision (4,066) (1,290) (19,732)
Income tax provision -- -- (6)
------- ------- --------
Net loss (4,066) (1,290) (19,738)
pOther comprehensive income
Foreign currency translation
adjustment (38) 14 709
------- ------- --------
Comprehensive loss E(4,104) E(1,276) E(19,029)
======= ======= ========
Basic and diluted loss per share E (0.03) E (0.01)
======= =======
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
SEPTEMBER 30, 2007 SEPTEMBER 30, 2006
------------------ ------------------
Revenue
Sales E -- E --
Interest -- --
------- ------
-- --
------- ------
Expenses
Research and development 504 149
General and administrative 564 361
Bank fee -- --
Interest 9 --
Goodwill impairment -- --
Amortization 5 25
Directors' fees -- --
Other -- --
------- ------
1,082 535
------- ------
Loss before income tax provision (1,082) (535)
Income tax provision -- --
------- ------
Net loss (1,082) (535)
Other comprehensive income
Foreign currency translation
adjustment (37) (6)
------- ------
Comprehensive loss E(1,119) E (541)
======= ======
Basic and diluted loss per share E (0.01) 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 NINE FOR THE NINE TOTAL ACCUMULATED
MONTHS ENDED MONTHS ENDED DURING THE
SEPTEMBER 30, 2007 SEPTEMBER 30, 2006 DEVELOPMENT STAGE
------------------ ------------------ ------------------
Cash flow from operating activities
Net Loss E(4,066) E(1,290) E(19,738)
Adjustments to reconcile net loss to
net cash used in operating activities
Amortization 14 75 527
Goodwill impairment -- -- 209
Fees paid in warrants -- -- 223
Services and fee paid in common stock 2,539 -- 4,533
Amortization of debt discount -- -- 210
Changes in current assets and
liabilities, net of effects from
reverse purchase in a prior period
Decrease(increase) in receivables 15 (20) 38
Increase(decrease) in accounts payable (765) 132 1,150
Increase(decrease) in taxes and (5) -- --
social costs payable
Increase(decrease)in Other (377) (11) (57)
------- ------- --------
Net cash used in operating activities (2,645) (1,114) (12,905)
------- ------- --------
Cash flows from investing activities
Patents and other (175) (375) (868)
Cash acquired in reverse purchase -- -- 13
------- ------- --------
Net cash used in investing activities (175) (375) (855)
------- ------- --------
Cash flows from financing activities
Proceeds from issuance of common stock 4,216 945 9,231
Borrowing from shareholders 730 -- 972
Increase in note payable and other
short-term advances -- 505 5,095
Decrease in note payable and other
short-term advances (1,490) -- (1,490)
Loan fees -- -- (130)
------- ------- --------
Net cash provided by financing activities 3,456 1,450 13,678
------- ------- --------
Effect on foreign exchange rate on cash (38) 14 709
------- ------- --------
Net change in cash 598 (25) 627
Cash, beginning of period 29 70 --
------- ------- --------
Cash, end of period E 627 E 45 E 627
======= ======= ========
Supplementary disclosure of cash flow
information:
Interest paid in cash E -- E --
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
(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, 2006.
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
nine-month period ended September 30, 2007 were of a normal and recurring
nature.
The amounts presented for the nine-month period ended September 30, 2007, 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.
The Company 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 September 30, 2007, 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 2009 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 accumulated during the development stage of
E19,738 at September 30, 2007. 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 E436 as of September 30, 2007, 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 no allowance was necessary at September 30, 2007 and
December 31, 2006. The Company charges off receivables to the allowance when
management determines that a receivable is not collectible.
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 146,495,984 and 97,203,248 for
the nine months ended September 30, 2007 and 2006, respectively. The weighted
average number of shares was 177,933,920 and 104,409,594 for the three months
ended September 30, 2007 and 2006, respectively. 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
The Company accounts for stock based compensation using the fair value
recognition provisions of FAS No. 123(R), Share-Based Payment, ("FAS 123R").
If the fair value method under FAS 123R had been applied since inception,
additional compensation costs of E320 would have been recorded. The expense for
stock options
and warrants to purchase stock granted is measured using a fair value valuation
model at the date of grant multiplied by the number of options granted.
The fair value of each option granted was estimated for pro forma purposes on
the grant date using the Black-Scholes model (use of this model for pro forma
purposes is not intended to indicate the value of the Company as a whole). There
were no options issued in 2007 and 2006.
The issuance of common shares for services is recorded at the quoted price of
the shares on the date the services are rendered.
Issuance of shares
From January 1, 2007, through September 30, 2007, the Company has issued common
stock as follows:
- 12,500,000 in exchange for long-term debt of E2,598;
- 5,357,500 shares in exchange for services valued at E388;
- 16,000,000 shares for management bonuses valued at E2,152;
- 9,469,000 shares in exchange for short-term debt and interest payable to a
shareholder of E961;
- 27,050,000 shares in exchange for cash of E4,216;
- 2,250,000 shares in exchange for a reduction in accounts payable of E29.
On September 9, 2007, 2 million shares issued in 2004 as collateral for debt
have been returned by the creditor to be cancelled following final settlement of
the amount due.
Related Party Transactions
Mymetics Corporation purchased 100% of the ownership of a Swiss company from
management of Mymetics Corporation in October 2007 for E20,000. The Swiss
company had liquid assets of E20,000 and no liabilities at the time of the
transaction.
Subsequent Events
On October 6, 2007, the Registrant ("Mymetics") and Pevion Biotech Ltd. entered
into an Acquisition & License Agreement pursuant to which Mymetics obtained a
worldwide, exclusive license for a term that lasts as long as the date of
expiration of the last expiring patent under the License Agreement to Pevion's
virosome formulated malaria peptide antigens vaccines. The Agreement grants to
Mymetics the exclusive right to develop, use and sell the malaria vaccine
worldwide. Pevion will be responsible for supply of the vaccine. Mymetics is
required to make a series of cash payments from the inception of the Agreement
through February 28, 2008, milestone payments based upon the conclusion of the
clinical Phase 1b study in Tanzania and the conclusion of the first clinical
Phase II study in Africa as well as royalties based upon future sales of the
vaccine.
The preceding description of the Agreement is only a summary and is qualified in
its entirety by reference to the Agreement, which is attached as Exhibit 10.1 to
our filing on Form 8-K dated October 3, 2007 and incorporated by reference.
Mymetics issued on October 3, 2007 a Convertible Promissory Note (the "Note")
payable to Anglo Irish Bank (Suisse) SA in the amount of E500,000 (equal to
approximately $705,000) bearing interest of 10% per annum that is payable upon
the earlier of three days following the first drawdown by Mymetics of a future
minimum $5,000,000 investment or upon an event of default as defined under the
Note or can be converted at the election of the holder of the Note at a
conversion price of $0.50 per share at any time prior to the first drawdown by
Mymetics of a future minimum $5,000,000 investment. The foregoing is intended to
be a summary only of the Note and is modified in its entirety by the terms of
the Note, a copy of which is attached hereto as Exhibit 10.2 and incorporated by
reference.
Mymetics sold to Anglo Irish Bank (Suisse) SA on October 3, 2007 2,350,000
shares of its common stock at a per share price of $0.30 compared to the market
bid price of approximately $0.13 on the date of the sale for a payment of
E500,000 or approximately $705,000 based upon the Euro/dollar exchange rate that
day. The shares of common stock were issued in reliance upon the exemption from
registration provided by Regulation S of the Securities Act of 1933, as amended,
for offshore securities sales not made to a U.S. person and Section 4(2) of the
Securities Act based upon, among other things, the size and manner of the
offering. Mymetics issued on October 3, 2007 a Convertible Promissory Note (the
"Note") payable to Anglo Irish Bank (Suisse) SA in the amount of E500,000 (equal
to approximately $705,000) bearing interest of 10% per annum that is payable
upon the earlier of three days following the first drawdown by Mymetics of a
future minimum $5,000,000 investment or upon an event of default as defined
under the Note or can be converted at the election of the holder of the Note at
a conversion price of $0.50 per share at any time prior to the first drawdown by
Mymetics of a future minimum $5,000,000 investment. The Note was issued in
reliance upon the exemption from registration provided by Regulation S of the
Securities Act of 1933, as amended, for offshore securities sales not made to a
U.S. person and Section 4(2) of the Securities Act based upon, among other
things, the size and manner of the offering.
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 the Company for the periods ended September 30, 2007 and 2006
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, 2006 and, to the extent included therein, our
quarterly reports on Form 10-Q filed during fiscal year 2006.
NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
Revenue was nil for the nine months ended September 30, 2007 and September 30,
2006.
Costs and expenses increased by 215.2% to E4,066,000 for the nine months ended
September 30, 2007 from E1,290,000 for the nine months ended September 30, 2006.
Research and development expenses increased 54.3% to E722,000 in the current
period from E468,000 in the comparative period of 2006 as we are preparing phase
I of our human clinical tests. General and administrative expenses increased
416.9% to E3,215,000 in the nine months ended September 30, 2007 from E622,000
in the comparative period of 2006 mostly due to the cost of the settlement with
MFC Merchant Bank S.A. and of the bonuses awarded to management.
The Company reported a net loss of E4,066,000, or E0.03 per share, for the nine
months ended September 30, 2007, compared to a net loss of E1,290,000, or E0.01
per share, for the nine months ended September 30, 2006.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash of E627,000 at September 30, 2007 compared to E29,000 at
December 31, 2006.
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 from our shareholders provided cash of E730,000 in the
current period compared to E505,000 during the nine months ended September 30,
2006. Settlement of a non-revolving term facility in the principal amount of up
to E3.7 million, under which Mymetics had borrowed an aggregate of E4,021,000,
used cash of E1,490,000. The balance of E2,531,000 was settled in exchange for
12.5 million shares of common stock.
As of September 30, 2007, we had an accumulated deficit of approximately E19.0
million, and we incurred losses of E4,066,000 in the nine-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 E1,168,000 at September 30, 2007, include E99,000 due to our
officers as unpaid salaries, fees and out-of-pocket expenses.
Net cash used in operating activities was E2,645,000 for the period ended
September 30, 2007, compared to E1,114,000 for the period ended September 30,
2006, mostly due to the prepayments we had to do to strategic partners involved
in the preparation of our phase I human clinical tests due to begin in 2008.
Investing activities used cash of E175,000 during the nine months ended
September 30, 2007, entirely for the acquisition of strategic license rights, as
compared to E375,000 used during the nine months ended September 30, 2006,
entirely for the application of new patents.
Financing activities provided cash of E3,456,000 for the period ended September
30, 2007 compared to E1,450,000 in the same period last year.
Proceeds from issuance of common stock provided E4,216,000 during the period
ended September 30, 2007 compared to E945,000 in the same period in 2006. The
increase is essentially due to the settlement of the litigation with MFC
Merchant Bank S.A., under which E990,000 was provided by a shareholder to
finance the settlement. Additionally, included as part of borrowings from
shareholders, is E500,000 which was received as a short term loan and was used
as part of the settlement. The short term loan was converted into common stock
in June 2007.
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 salaried executive officers a
combined amount of E54,000 per month under Executive Employment Agreements with
our CEO, CFO and CSO approved by our Board of Directors on July 1, 2006.
Monthly fixed and recurring expenses for "Property leases" of E1,200 represents
the monthly lease and maintenance payments paid on our behalf by our new Swiss
affiliate Mymetics Management Sarl to unaffiliated third parties for our
executive offices located at 14, rue de la Colombiere in Nyon (Switzerland) (600
square feet). We also lease minimal office facilities for Dr. Fleury 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 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 audit and review fees paid to our independent
accountants, and fees paid for investor relations.
Interest expense of E115,000 represents interest paid on notes payable to
shareholders.
As of September 30, 2007, we had three full-time salaried executives, exclusive
of our contracts for the consulting services of Professor Girard, our Head of
Vaccines Development and 2 part-time secretaries. We have hired two qualified
assistants to our Chief Financial Officer (starting November 15, 2007) and our
Chief Scientific Officer (starting February 1, 2008), respectively. We may have
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 will arise if we commence a phase I clinical trial, which we expect to
occur during 2008. 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.
We anticipate our operations will require approximately E10 million until
December 31, 2009, when our phase I human clinical tests are expected to be
completed. We 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
we will be able to raise additional capital on terms satisfactory to us, or at
all, to finance our operations. In the event that we are not able to obtain such
additional capital, we would be required to further restrict or even halt our
operations.
RECENT FINANCING ACTIVITIES
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.
We are presently engaged in raising the equivalent of E5 million from Swiss and
other non-US investors under Regulation S under the Securities Act of 1933 in
the form of Convertible Notes at staggered conversion prices between $0.30 and
$0.80 (depending on the date committed). 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 patent applications become public eighteen
months after filing.
In parallel with the effort to raise additional capital from non-US investors as
described above, we have also initiated a fund raising program of $6 million in
the United States under Regulation D under the Securities Act of 1933.
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. In accordance
with our past strategy, we intend to subcontract such work to "best of class"
research teams unless institutions such as the US National Institutes of Health
(NIH) or the French CEA decide to conduct it at their own expenses, which they
presently do.
We do 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 we will need additional proceeds from
additional equity investments 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 become both eligible for humanitarian grants and attractive to potential
partners, the Company has decided to create a non-profit entity to further R&D
specifically aimed at poverty-stricken regions, mostly in Africa and Asia,
generally affected by the Clade C of the HIV virus, and to eventually distribute
specific preventive vaccines in said regions in partnership with reputable
governmental and non-governmental organizations. Under this plan, the Company
will receive mandates from the non-profit entity to perform specific clinical
tests in Africa and other poverty-stricken regions and will commit to eventually
produce under contract preventive vaccines on a "cost-plus" basis.
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 (1) 151 151 E0 E0 E0
Capital Lease Obligations E 0 E 0 E0 E0 E0
Operating Lease Obligations (2) 10 10 E0 E0 E0
Purchase Obligations (3) 5527 5527 E0 E0 E0
Other Long-Term Liabilities Reflected
On Mymetics Balance Sheet under GAAP E 0 E 0 E0 E0 E0
----- ----- --- --- ---
TOTAL 5678 5678 E0 E0 E0
===== ===== === === ===
(1) Short term note due to a shareholder and director
(2) Office leases in case of cancellation
(3) Of which two E400 installments for Virosome license fee and E4833 for GMP
Grade peptides and proteins for phase I human clinical trials, of which
E106 prepaid
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 no debt obligations which are sensitive to
interest rate fluctuations as our only remaining note payable carries a fixed
rate of 10% p.a.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. As of the end of the registrant's fiscal
year ended December 31, 2006, 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
We are exposed to routine litigation incident to our business. Our policy is to
defend vigorously only the suits with material amounts being sought in damages
and after considering the potential legal costs involved. We do not currently
maintain any liability insurance but are planning to purchase such insurance as
soon as our financial resources will allow it.
As previously reported, our French subsidiary, Mymetics S.A., was ordered by a
French court to liquidate and sold its patents to Lomastar Sarl. We are in the
process of negotiating an agreement with Lomastar Sarl under which we expect to
regain control of the patents for a reasonable royalty payment. Our management
believes that an inability to work out an arrangement for control of the patents
formerly owned by Mymetics S.A. would not have a material adverse effect on our
results of operations in future periods.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the period ended September 30, 2007, we issued 75,943,167 shares for a
total of E11,602,642,000 and elimination of E930,000 of debt. Of these shares,
16.3 million were issued to Anglo Irish bank (Suisse) S.A. (of which 9.5 million
to convert notes payable totalling E930,000), 1 million to Franz von Meyenburg,
0.75 million to SCI Etoile de Mer (Monaco) and 2.25 million to Denis Francois to
finance our activities.
During that same second quarter, an aggregate of 5.1 million shares were issued
to twelve individuals for services rendered, 0.3 million as partial fee for a
key license received and 16 million to three directors and officers as bonus in
recognition of their contributions to Mymetics that were critical to receiving
the equity investment referenced above and other advances by Mymetics toward
achievement of its business plan.
All of the foregoing issuances were made in reliance upon the exemption from
registration provided by Section 4(2) under the Securities Act in reliance,
among other things, upon the fact that there was a limited number of recipients,
there was no general solicitation of offers and all of the recipients were
accredited investors.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
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: November 13, 2007 MYMETICS CORPORATION
By: /s/ Christian Rochet
-------------------------------------
President and Chief Executive Officer