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, 2008 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, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller Reporting Company [X] (Do not check if a 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 [ ] 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 3, 2008 ----- ------------------------------- Common Stock, $0.01 par value 194,313,630 ITEM 1. FINANCIAL STATEMENTS MYMETICS CORPORATION (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS OF EUROS) September 30, December 31, 2008 2007 ------------- ------------ ASSETS Current Assets Cash E 588 E 159 Short-term investment -- 60 Dream Vaccines Foundation receivable 110 -- Employee receivables -- 71 Prepaid expenses 34 27 -------- -------- Total current assets 732 317 -------- -------- E 732 E 317 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts payable E 506 E 2,307 Taxes and social costs payable 10 4 Current portion of notes payable -- 2,000 Deferred grant revenue 63 -- Accrued trade creditors 386 11 Other 38 41 -------- -------- Total current liabilities 1,003 4,363 Unsecured Convertible Notes Payable to shareholders 7,539 150 -------- -------- Total liabilities 8,542 4,513 Shareholders' Equity (Deficit) Common stock, U.S. $.01 par value; 495,000,000 shares authorized; issued and outstanding 194,313,630 at September 30, 2008 and 186,963,630 at December 31, 2007 1,742 1,694 Common stock issuable; nil shares at September 30, 2008 and 500,000 at December 31, 2007 -- 3 Preferred stock, U.S. $.01 par value; 5,000,000 shares authorized; none issued or outstanding -- -- Additional paid-in capital 19,836 18,401 Deficit accumulated during the development stage (30,075) (24,966) Accumulated other comprehensive income 687 672 -------- -------- (7,810) (4,196) -------- -------- E 732 E 317 ======== ======== 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, 2008 SEPTEMBER 30, 2007 DEVELOPMENT STAGE ------------------ ------------------ ------------------ Revenue Sales E -- E -- E 224 Interest -- -- 34 Gain on extinguishment of debt -- -- 774 ------- ------- -------- -- -- 1,032 ------- ------- -------- Expenses Research and development 1,789 722 13,399 General and administrative 2,927 3,215 13,995 Bank fee -- -- 935 Interest 389 115 1,758 Goodwill impairment -- -- 209 Amortization -- 14 513 Directors' fees -- -- 274 Other -- -- 10 ------- ------- -------- 5,105 4,066 31,093 ------- ------- -------- Loss before income tax provision (5,105) (4,066) (30,061) Income tax provision (4) -- (14) ------- ------- -------- Net loss (5,109) (4,066) (30,075) Other comprehensive income Foreign currency translation adjustment 15 (38) 687 ------- ------- -------- Comprehensive loss E(5,094) E(4,104) E(29,388) ======= ======= ======== Basic and diluted loss per share E (0.03) E (0.03) ======= ======= 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, 2008 SEPTEMBER 30, 2007 ------------------ ------------------ Revenue Sales E -- E -- Interest -- -- ------- ------- -- -- ------- ------- Expenses Research and development 712 504 General and administrative 1,446 564 Bank fee -- -- Interest 180 9 Goodwill impairment -- -- Amortization -- 5 Directors' fees -- -- Other -- -- ------- ------- 2,338 1,082 ------- ------- Loss before income tax provision (2,338) (1,082) Income tax provision 1 -- ------- ------- Net loss (2,337) (1,082) Other comprehensive income Foreign currency translation adjustment 8 (37) ------- ------- Comprehensive loss E(2,329) E(1,119) ======= ======= 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 AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)(UNAUDITED) For the Period from May 2, 1990 (Inception) to September 30, 2008 (In Thousands of Euros) Accumulated Other Comprehensive Deficit Income - Accumulated Foreign Additional During the Currency Date of Number of Par Paid-in Development Stock Translation Transaction Shares Value Capital Stage Subscription Adjustment Total -------------- ----------- ----- ---------- ----------- ------------ ------------- ------- Balance at May 2, 1990 Shares issued for cash June 1990 33,311,361 E119 E -- 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 (restated) 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 (restated) -- -- -- (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 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 E720 E5,522 E(12,148) -- E841 E(5,065) =========== ===== ====== ======== ====== ==== ======= Issuance of shares for services January 2005 500,000 4 83 -- -- -- 87 Issuance of shares for services March 2005 200,000 2 33 -- -- -- 35 Issuance of shares for services March 2005 1,500,000 11 247 -- -- -- 258 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 50,000 -- 3 -- -- -- 3 Issuance of shares for cash June 2005 50,000 -- 3 -- -- -- 3 Issuance of shares for cash June 2005 343,500 3 14 -- -- -- 17 Issuance of shares for cash June 2005 83,300 1 3 -- -- -- 4 Issuance of shares for cash June 2005 100,000 1 4 -- -- -- 5 Issuance of shares for cash July 2005 144,516 1 6 -- -- -- 7 Issuance of shares for cash July 2005 144,516 1 6 -- -- -- 7 Issuance of shares for cash July 2005 144,516 1 6 -- -- -- 7 Issuance of shares for cash August 2005 206,452 2 8 -- -- -- 10 Issuance of shares for cash August 2005 50,000 -- 2 -- -- -- 2 Issuance of shares for services September 2005 500,000 4 8 -- -- -- 12 Issuance of shares for services September 2005 500,000 4 8 -- -- -- 12 Issuance of shares for services September 2005 500,000 4 8 -- -- -- 12 Issuance of shares for services September 2005 300,000 3 5 -- -- -- 8 Issuance of shares for services September 2005 68,000 1 1 -- -- -- 2 Issuance of shares for services September 2005 173,200 1 3 -- -- -- 4 Issuance of shares for cash October 2005 87,459 1 2 -- -- -- 3 Issuance of shares for services October 2005 185,000 2 6 -- -- -- 8 Issuance of shares for cash October 2005 174,918 1 5 -- -- -- 6 Issuance of shares for cash October 2005 116,612 1 3 -- -- -- 4 Issuance of shares for cash November 2005 116,611 1 3 -- -- -- 4 Issuance of shares for cash November 2005 390,667 3 3 -- -- -- 6 Issuance of shares for services November 2005 20,000 -- -- -- -- -- -- Issuance of shares for services November 2005 20,000 -- -- -- -- -- -- Issuance of shares for services November 2005 20,000 -- -- -- -- -- -- Issuance of shares for services November 2005 500,000 5 9 -- -- -- 14 Issuance of shares for services December 2005 140,000 2 2 -- -- -- 4 Issuance of shares for cash December 2005 390,667 3 3 -- -- -- 6 Issuance of shares for cash December 2005 390,666 3 3 -- -- -- 6 Issuance of shares for cash December 2005 6,000,000 50 200 -- -- -- 250 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 2,500,000 21 31 -- -- -- 52 Issuance of shares for cash January 2006 4,000,000 33 132 -- -- -- 165 Issuance of shares for services January 2006 100,000 1 2 -- -- -- 3 Issuance of shares for cash March 2006 1,500,000 12 38 -- -- -- 50 Issuance of shares for cash March 2006 2,500,000 21 62 -- -- -- 83 Issuance of shares for cash March 2006 250,000 2 6 -- -- -- 8 Issuance of shares for cash March 2006 1,500,000 12 38 -- -- -- 50 Issuance of shares for services April 2006 100,000 1 4 -- -- -- 5 Issuance of shares for cash May 2006 300,000 2 3 -- -- -- 5 Issuance of shares for cash May 2006 300,000 3 7 -- -- -- 10 Issuance of shares for cash May 2006 2,350,000 18 82 -- -- -- 100 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 1,000,000 8 72 -- -- -- 80 Debt Conversion - non cash July 2006 1,000,000 8 72 -- -- -- 80 Debt Conversion - non cash July 2006 1,000,000 8 72 -- -- -- 80 Debt Conversion - non cash July 2006 500,000 4 36 -- -- -- 40 Issuance of shares for services November 2006 300,000 2 4 -- -- -- 6 Issuance of shares for cash November 2006 1,300,000 10 90 -- -- -- 100 Issuance of shares for cash November 2006 1,280,000 10 90 -- -- -- 100 Issuance of shares for cash December 2006 1,320,000 10 90 -- -- -- 100 Issuance of shares for cash December 2006 1,320,000 10 90 -- -- -- 100 Issuance of shares for cash December 2006 330,000 3 22 -- -- -- 25 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 300,000 2 6 -- -- -- 8 Issuance of shares for services January 2007 200,000 2 4 -- -- -- 6 Issuance of shares for services January 2007 250,000 2 5 -- -- -- 7 Issuance of shares for services February 2007 250,000 2 5 -- -- -- 7 Issuance of shares for cash February 2007 1,420,000 11 99 -- -- -- 110 Issuance of shares for cash February 2007 325,000 2 22 -- -- -- 24 Issuance of shares for cash March 2007 650,000 5 45 -- -- -- 50 Issuance of shares for cash March 2007 8,712,000 115 875 -- -- -- 990 Debt Conversion - non cash March 2007 12,500,000 94 2,505 -- -- -- 2,599 Issuance of shares for services April 2007 100,000 1 13 -- -- -- 14 Issuance of shares for services April 2007 200,000 1 25 -- -- -- 26 Issuance of shares for services April 2007 1,000,000 7 67 -- -- -- 74 Issuance of shares for cash May 2007 1,000,000 7 140 -- -- -- 147 Issuance of shares for cash May 2007 750,000 6 105 -- -- -- 111 Debt Cancellation - non cash May 2007 -- -- 242 -- -- -- 242 Debt Conversion - non cash June 2007 9,469,000 70 891 -- -- -- 961 Issuance of shares for cash June 2007 5,393,000 40 760 -- -- -- 800 Issuance of shares for services June 2007 261,250 2 25 -- -- -- 27 Issuance of shares for services June 2007 261,250 2 25 -- -- -- 27 Issuance of shares for officer compensation June 2007 2,500,000 19 318 -- -- -- 337 Issuance of shares for officer compensation June 2007 2,500,000 19 318 -- -- -- 337 Issuance of shares for officer compensation June 2007 4,000,000 30 508 -- -- -- 538 Issuance of shares for officer compensation June 2007 1,000,000 7 127 -- -- -- 134 Issuance of shares for officer compensation June 2007 6,000,000 45 762 -- -- -- 807 Issuance of shares for services June 2007 135,000 1 12 -- -- -- 13 Issuance of shares for cash June 2007 2,250,000 17 12 -- -- -- 29 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 1,000,000 7 66 -- -- -- 73 Issuance of shares for services August 2007 1,000,000 7 66 -- -- -- 73 Issuance of shares for services August 2007 100,000 1 7 -- -- -- 8 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 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 800,000 6 79 -- -- -- 85 Issuance of shares for services January 2008 200,000 1 20 -- -- -- 21 Issuance of shares for cash February 2008 1,000,000 7 326 -- -- -- 333 Issuance of shares for services March 2008 500,000 3 73 -- -- -- 76 Issuance of shares for services March 2008 500,000 3 73 -- -- -- 76 Net loss for the period -- -- -- (1,145) -- -- (1,145) Translation adjustment -- -- -- -- -- 2 2 ----------- ----- ------ ------- ------ ---- ------- Balance at March 31, 2008 190,463,630 1,717 18,972 (26,111) -- 674 (4,748) =========== ===== ====== ======= ====== ==== ======= Issuance of shares for subscription receivable June 2008 300,000 2 94 -- (96) -- -- Issuance of shares for subscription receivable June 2008 1,300,000 8 492 -- (500) -- -- Net loss for the period -- -- -- (1,627) -- -- (1,627) Translation adjustment -- -- -- -- -- 5 5 ----------- ----- ------ ------- ------ ---- ------- Balance at June 30, 2008 192,063,630 1,727 19,558 (27,738) (596) 679 (6,370) =========== ===== ====== ======= ====== ==== ======= 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 Receipt of funds for subscription receivable -- -- -- -- 596 -- 596 Net loss for the period -- -- -- (2,337) -- -- (2,337) Translation adjustment -- -- -- -- -- 8 8 ----------- ----- ------ ------- ------ ---- ------- Balance at September 30, 2008 194,313,630 1,742 19,836 (30,075) -- 687 (7,810) =========== ===== ====== ======= ====== ==== ======= The accompanying notes are an integral part of these financial statements. PART I. FINANCIAL INFORMATION 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, 2008 SEPTEMBER 30, 2007 DEVELOPMENT STAGE ------------------ ------------------ ----------------- Cash flow from operating activities Net Loss E(5,109) E(4,066) E(30,075) Adjustments to reconcile net loss to net cash used in operating activities Amortization -- 14 513 Goodwill impairment -- -- 209 Fees paid in warrants -- -- 223 Gain on extinguishment of debt -- -- (774) Services and fee paid in common stock 551 2,539 5,135 Amortization of debt discount -- -- 210 Changes in current assets and liabilities, net of effects from reverse purchase Decrease(increase) in receivables (39) 15 (72) Increase(decrease) in accounts payable (1,801) (765) 1,262 Increase(decrease) in taxes and social costs payable 6 (5) 10 Increase(decrease) in accrued trade creditors 375 -- 375 Increase(decrease)in Other 53 (377) 126 -------- -------- -------- Net cash used in operating activities (5,964) (2,645) (22,858) -------- -------- -------- Cash flows from investing activities Patents and other -- (175) (393) Short-term investments 60 -- -- Cash acquired in reverse purchase -- -- 13 -------- -------- -------- Net cash provided by (used in) investing activities 60 (175) (380) -------- -------- -------- Cash flows from financing activities Proceeds from issuance of common stock 929 4,216 11,304 Borrowing from shareholders 5,389 730 6,361 Increase in note payable and other short-term advances -- -- 7,094 Decrease in note payable and other short-term advances -- (1,490) (1,490) Loan fees -- -- (130) -------- -------- -------- Net cash provided by financing activities 6,318 3,456 23,139 -------- -------- -------- Effect on foreign exchange rate on cash 15 (38) 687 -------- -------- -------- Net change in cash 429 598 588 Cash, beginning of period 159 29 -- -------- -------- -------- Cash, end of period E 588 E 627 E 588 ======== ======== ======== The accompanying notes are an integral part of these financial statements. MYMETICS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2008 (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, 2007. 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-month and nine month periods ended September 30, 2008 were of a normal and recurring nature. 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 AIDS virus until it acquired an ongoing malaria vaccine project from one of its close scientific partners. 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, 2008, the Company had not performed any clinical testing and a commercially viable product is not expected for several more years. As such, the Company has not generated significant revenues. For the purpose of these financial statements, the development stage started May 2, 1990. These 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 E30,075,000 at September 30, 2008. 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. Management is seeking additional financing but there can be no assurance that management will be successful in any of those efforts. The Company is focusing its efforts on funding its on-going expenses through high net worth individuals located in Switzerland. To date, these individuals have purchased restricted common shares at prices at a premium to the market price of Mymetics shares and have introduced management to other high net worth individuals who have a similar interest in the Company's science and mission. In addition to purchasing shares, two of the Company's principal shareholders have granted the Company E7,539,000 in unsecured convertible loans maturing in July 2010, with an interest rate of 10% and a conversion price of $0.50 per share. Management believes that these loans will be either converted or rolled over until the Company's cash flow allows them to be paid in full. The Company expects to continue to rely on its existing high net worth shareholders and new individuals who they know to meet its expenses during the next 12 months. 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. Cash Cash deposits are occasionally in excess of insured amounts for purposes of the statement of cash flow. Interest paid was E389,000 and E115,000 for the nine months ended September 30, 2008 and 2007, respectively. The Company has paid no income tax since its inception. Short Term Investments Short term investments consist of time deposits with initial three-month maturities. Short term investments are reported at market value which approximates cost and there were no gains or losses in 2008. Revenue Recognition Revenue related to the sale of products will be 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. Current liabilities Current liabilities include E63,000 deferred grant revenue, E81,000 due to Company officers and the balance to various suppliers. 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 193,878,847 and 177,933,920 for the three months ended September 30, 2008 and 2007, respectively. The weighted average number of shares was 191,123,484 and 146,495,984 for the nine months ended September 30, 2008 and 2007, respectively. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. Options were not included in the computation of diluted earnings per share because their effect would be anti-dilutive due to net losses incurred. Preferred Stock The Company has authorized 5,000,000 shares of preferred stock. No shares are issued or outstanding at September 30 2008. 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 On January 1, 2006, the Company adopted the fair value recognition provisions of FAS No. 123(R), Share-Based Payment, ("FAS 123R"). Prior to January 1, 2006, the Company accounted for stock-based payments under the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25"), and related Interpretations, as permitted by FAS No. 123, Accounting for Stock-Based Compensation ("FAS 123"). In accordance with APB 25, no compensation cost was required to be recognized for options granted that had an exercise price equal to the market value of the underlying common stock on the date of grant. The Company adopted FAS 123R using the modified-prospective transition method. Under that transition method, compensation cost recognized for the year ended December 31, 2006 and thereafter includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of FAS 123, and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of FAS 123R. The financial results for the prior periods have not been restated. The Company will amortize stock compensation cost ratably over the requisite service period. There were no options issued in 2008 or 2007 and there were no stock options that vested in either of those years. The issuance of common shares for services is recorded at the quoted price of the shares on the date the services are rendered. 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 Values of Financial Instruments The Company generally has the following financial instruments: cash, short-term investments, employee receivable, accounts receivable, employee payable, accounts payable, and convertible notes payable. The carrying value of cash, employee receivables, and accounts payable approximate their fair value based on the short-term nature of these financial instruments. The Company adjusts the carrying value of its short-term investments to fair value with any unrecognized gains or losses recorded as a component of "Accumulated Other Comprehensive Income" and thus the carrying value equals fair value. Due to the short term nature of the convertible notes payable, management estimates that the fair value approximates carrying value. 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 live up to its commitment. Related party transactions The Company's general counsel became a member of the Board of Directors on January 1, 2008. The Company incurred professional fees to the counsel's law firm during the period ended September 30, 2008, totaling E68,419 of which E9,088 is payable at September 30, 2008. Commitments The Company entered into an agreement dated August 29, 2008 with P.S. StarGames, LLC to act as a sponsor of a scheduled tennis event at Madison Square Garden in New York City on March 2, 2009 featuring professional tennis players who have qualified by winning certain Grand Slam singles championships. The event is intended to be a charitable event and involves Dream Vaccines Foundation ("DVF")discussed further below, a non-profit entity that The Company is registering in the State of Delaware for which a "501c (3)" public charity status request is in the process of being submitted to the U.S. Internal Revenues Service. The Company has an obligation to contribute $300,000 towards the event and has paid $60,000 already but intend, in accordance with the terms of the agreement with StarGames, to assign its sponsor rights and obligations to another company that The Company believes will be interested in the publicity to be gained from such a sponsorship role. New Accounting Pronouncements None Subsequent Events None 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 September 30, 2008 and 2007 should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2007 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, 2007 and, to the extent included therein, our quarterly reports on Form 10-Q filed during fiscal year 2007. NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007 Revenue was nil for the nine months ended September 30, 2008 and 2007. Costs and expenses increased to E5,105,000 for the nine months ended September 30, 2008 from E4,066,000 (25.6%) for the nine months ended September 30, 2007. Research and development expenses increased to E1,789,000 in the current period from E722,000 (147.8%) in the comparative period of 2007 as we were preparing the viral challenge tests of our immunized non-human primates. General and administrative expenses decreased to E2,927,000 in the nine months ended September 30, 2008 from E3,215,000 in the comparative period of 2007 (8.9%) mostly due to significant legal costs incurred during the nine months ended September 30, 2007. The Company reported a net loss of E5,109,000, or E0.03 per share, for the nine months ended September 30, 2008, compared to a net loss of E4,066,000, or E0.03 per share, for the nine months ended September 30, 2007. THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007 Revenue was nil for the three months ended September 30, 2008 and 2007. Costs and expenses increased to E2,338,000 for the three months ended September 30, 2008 from E1,082,000 (116.1%) for the three months ended September 30, 2007. Research and development expenses increased to E712,000 in the current period from E504,000 (41.3%) in the comparative period of 2007. General and administrative expenses increased to E1,446,000 in the three months ended September 30, 2008 from E564,000 in the comparative period of 2007 (156.4%) mostly due to significant due diligence costs in relation to potential acquisitions incurred during the three months ended September 30, 2008. The Company reported a net loss of E2,337,000, or E0.03 per share, for the three months ended September 30, 2008, compared to a net loss of E1,082,000, or E0.03 per share, for the three months ended September 30, 2007. LIQUIDITY AND CAPITAL RESOURCES The Company had cash of E588,000 at September 30, 2008 compared to E159,000 at December 31, 2007. We have not generated any material revenues since we commenced our vaccine research and development 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. Increase in borrowing from our shareholders was E5,389,000 in the current period compared to E730,000 during the nine months ended September 30, 2007. As of September 30, 2008, we had an accumulated deficit of approximately E30 million, and we incurred losses of E5,109,000 in the nine-month period ending on that date. These losses are principally associated with the research and development of our HIV vaccine technologies and the acquisition of our new malaria vaccine project. 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 E506,000 at September 30, 2008, include E81,000 due to our officers as unpaid salaries, fees and out-of-pocket expenses. Net cash used in operating activities was (E5,964,000) for the nine-month period ended September 30, 2008, compared to (E2,645,000) for the period ended September 30, 2007. Investing activities provided E60,000 during the nine months ended September 30, 2008, as compared to E175,000 used during the nine months ended September 30, 2007, entirely in the application of new patents. Financing activities provided cash of E6,318,000 for the nine-month period ended September 30, 2008 compared to E3,456,000 in the same period last year. Proceeds from issuance of common stock provided E929,000 during the nine-month period ended September 30, 2008 compared to E4,216,000 in the same period in 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. Under Executive Employment Agreements with our CEO, CFO and CSO approved by our Board of Directors on July 1, 2006, we credit our salaried executive officers a combined amount of E54,000 per month, a portion of which is undrawn and left interest-free at the disposal of the Company. Since January 15, 2004, payments of E12,000 per quarter 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 March 31, 2004 to the Securities and Exchange Commission. We owed Professor Girard E12,000 at September 30, 2008. 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 six months notice. 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 audit and review fees paid to our independent accountants, and fees paid for investor relations. Interest expense of E389,000 refers to interest paid on convertible notes payable to shareholders which carry an interest rate of 10% and a conversion price of $US 0.50 per share. As of September 30, 2008, we had three full-time salaried executives, exclusive of our contracts for the consulting services of Professor Girard, our Head of Vaccines Development. We have been able to hire three qualified assistants to our CEO, CFO and CSO, respectively, in addition to our part time office manager-secretary. We have also hired two vice presidents in charge of investor relations and we expect to hire a part-time laboratory technician in 2009. We 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 and malaria vaccines. Additional funding requirements during the next 12 months will arise as we commence a phase I clinical trial, which we expect to occur in November 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 E3.1 million until December 31, 2008. 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. We entered into an agreement dated August 29, 2008 with P.S. StarGames, LLC to act as a sponsor of a scheduled tennis event at Madison Square Garden in New York City on March 2, 2009 featuring professional tennis players who have qualified by winning certain Grand Slam singles championships. The event is intended to be a charitable event and involves Dream Vaccines Foundation ("DVF")discussed further below, a non-profit entity that we are registering in the State of Delaware for which a "501c (3)" public charity status request is in the process of being submitted to the U.S. Internal Revenues Service. We have an obligation to contribute $300,000 towards the event and have paid $60,000 already but intend, in accordance with the terms of the agreement with StarGames, to assign our sponsor rights and obligations to another company that we believe will be interested in the publicity to be gained from such a sponsorship role. 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 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 2008. 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 expense, which they presently do. 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 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. Our early attempts at attracting grants from humanitarian donors have not been successful because such donors are usually barred from making donations to for-profit and/or publicly traded companies such as Mymetics. In addition, most humanitarian donors demand that grant recipients abandon their intellectual property rights or alternatively, severely limit their commercial margins on the sale of preventive vaccines in the developing world. Based on the discussions we have had so far with major pharmaceutical companies in view of entering into a partnership agreement, it is obvious that these potential partners are concerned with the prospect of having to limit their margins in the developing world. Therefore and in order to become both eligible for grants and attractive to potential partners, the Company created DVF. Under DVF's 501(c)(3)status, the Company intends to grant DVF royalty-free access to its intellectual property related to HIV and malaria vaccines through a cross-licensing agreement. The purpose of this agreement is to allow DVF to attract donor funds to initially finance R&D and clinical trials of vaccines specifically targeting underserved and impoverished populations. Mymetics will retain all intellectual property related to Clade B, the form of HIV virus prevalent in Europe and North America. OFF-BALANCE SHEET ARRANGEMENTS The Company does not have any off-balance sheet arrangements. 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 all our notes payable have fixed interest rates in the range of 5% to 10% per annum. ITEM 4. CONTROLS AND PROCEDURES Disclosure Controls and Procedures. As of the end of the registrant's fiscal year ended December 31, 2007, 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 September 30, 2008, 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. Changes in Internal Control Over Financial Reporting The Company's management, including the CEO and CFO have indicated that the material weaknesses highlighted at the end of 2007 as: (i) the lack of independent oversight by an audit committee of independent members of the Board of Directors, (ii) the lack of controls over cash receipts and related equity issuances and (iii) the lack of controls over the period end closing process, have been addressed by: (i)Establishing an audit committee of nonexecutive directors, one of whom is Dr. Thomas Staehelin, an independent member of our Board of Directors and our audit committee financial expert, (ii) Ensuring that all issues of stock for services are approved by the Board of Directors (iii) The period end closing process includes a review by the audit committee. There have been no changes in the Company's internal controls over financial reporting identified in connection with the evaluation that occurred during the latest quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting as required by paragraph (d) of Exchange Act Rules 13a-15(e) or 15d-15(e). PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Our present policy is to defend vigorously only the suits with material amounts being sought in damages and after considering the potential legal costs involved. Neither Mymetics Corporation nor our wholly owned subsidiaries 6543 Luxembourg SA and Mymetics Management Sarl are presently involved in any litigation incident to our business. MYMETICS S.A. On February 7, 2006, the Tribunal de Commerce in Lyon, France placed Mymetics S.A., under receivership ("Redressement Judiciaire") as a result of an ongoing dispute between Mymetics Corporation and a former officer and director, Dr. Pierre-Francois Serres, who obtained an initial judgment against Mymetics S.A. in France in the amount of E173,000 for an alleged wrongful termination by the Company's prior management during 2003, which judgment was reversed on appeal. Despite this positive outcome, the financial and legal status of Mymetics S.A. was too impaired to justify the costs and efforts to revitalize it. We therefore decided to let the matter run its course under French law and to transfer all operations to Mymetics Corporation. Under the order of the French court, Mymetics S.A. sold its patents to Lomastar Technologies Sarl, a Swiss company incorporated in Nyon, for E80,000 in order to pay its creditors and the administration costs of the case. Upon completion of this endeavor, the company will be dissolved under the control of the French court appointed judicial administrator. As a legal consequence of this court order, Mymetics Corporation has formally lost control over its French subsidiary. We do not believe that the sale of the patents is significant to us since they expire in 2017 and 2018, the dates we first expect to be selling the vaccine. To protect the value of our intellectual property, however, we are negotiating an exclusive worldwide perpetual license with Lomastar Technologies with respect to these patents. There can be no assurance, however, that we will be successful in achieving this result, which could limit the value of our intellectual property and the potential value of our company to a prospective purchaser. ITEM 1A. RISK FACTORS Not applicable. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.1 Agreement dated August 29, 2008 between Mymetics Corporation and P.S. StarGames, LLC 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 * Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b2 of the Securities Exchange Act of 1934, as amended, and the omitted material has been separately filed with the Securities and Exchange Commission. 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 11, 2008 MYMETICS CORPORATION By: /s/ Christian Rochet ------------------------------------- President and Chief Executive Officer By: /s/ Ernst Luebke ------------------------------------- Chief Financial Officer