Exhibit 99.1
Unaudited Condensed Consolidated Interim Financial Statements as of June 30, 2021 and December 31, 2020 and for the Six Months Ended June 30, 2021 and 2020
Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income or Loss (unaudited)
For the Six Months Ended June 30, 2021 and 2020 (in CHF)
SIX MONTHS | ||||||||||
ENDED JUNE 30 | ||||||||||
Note | 2021 | 2020 | ||||||||
Research and development | ( | ) | ( | ) | ||||||
General and administrative | ( | ) | ( | ) | ||||||
Operating loss | ( | ) | ( | ) | ||||||
Interest expense | 4 | ( | ) | ( | ) | |||||
Foreign currency exchange gain (loss), net | ( | ) | ||||||||
Revaluation (loss) gain from derivative financial instruments | 5 | ( | ) | |||||||
Transaction costs | ( | ) | ||||||||
Loss before tax | ( | ) | ( | ) | ||||||
Income tax gain | 3 | |||||||||
Net loss attributable to owners of the Company | ( | ) | ( | ) | ||||||
Other comprehensive loss: | ||||||||||
Items that will never be reclassified to profit or loss | ||||||||||
Remeasurement of defined benefit liability, net of taxes of CHF | ( | ) | ||||||||
Items that are or may be reclassified to | ||||||||||
profit or loss | ||||||||||
Foreign currency translation differences, net of taxes of CHF | ( | ) | ||||||||
Other comprehensive income/(loss), net of taxes of CHF | ( | ) | ||||||||
Total comprehensive loss attributable to owners of the Company | ( | ) | ( | ) | ||||||
Basic and diluted loss per share | 7 | ( | ) | ( | ) |
The accompanying notes form an integral part of these condensed consolidated interim financial statements
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Condensed Consolidated Interim Statement of Financial Position (unaudited)
As of June 30, 2021 and December 31, 2020 (in CHF)
JUNE 30, | DECEMBER 31, | |||||||||
Note | 2021 | 2020 | ||||||||
ASSETS | ||||||||||
Non-current assets | ||||||||||
Property and equipment | ||||||||||
Intangible assets | 2 | |||||||||
Other non-current financial assets | ||||||||||
Total non-current assets | ||||||||||
Current assets | ||||||||||
Inventories | ||||||||||
Other receivables | ||||||||||
Prepayments | ||||||||||
Cash and cash equivalents | ||||||||||
Total current assets | ||||||||||
Total assets | ||||||||||
EQUITY AND LIABILITIES | ||||||||||
Equity | ||||||||||
Share capital | 5 | |||||||||
Share premium | ||||||||||
Foreign currency translation reserve | ||||||||||
Accumulated deficit | ( | ) | ( | ) | ||||||
Total shareholders’ equity attributable to owners of the Company | ||||||||||
Non-current liabilities | ||||||||||
Derivative financial instruments | 4, 5 | |||||||||
Employee benefits | ||||||||||
Deferred tax liabilities | 3 | |||||||||
Total non-current liabilities | ||||||||||
Current liabilities | ||||||||||
Loan | ||||||||||
Derivative financial instruments | ||||||||||
Trade and other payables | ||||||||||
Accrued expenses | ||||||||||
Total current liabilities | ||||||||||
Total liabilities | ||||||||||
Total equity and liabilities |
The accompanying notes form an integral part of these condensed consolidated interim financial statements
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Condensed Consolidated Interim Statement of Changes in Equity (unaudited)
As of June 30, 2021 and 2020 (in CHF)
ATTRIBUTABLE TO OWNERS OF THE COMPANY | ||||||||||||||||||||||
FX | ||||||||||||||||||||||
SHARE | SHARE | TRANSLATION | ACCUMULATED | TOTAL | ||||||||||||||||||
NOTE | CAPITAL | PREMIUM | RESERVE | DEFICIT | EQUITY | |||||||||||||||||
As of January 1, 2020 | ( | ) | ( | ) | ||||||||||||||||||
Total comprehensive loss | ||||||||||||||||||||||
Net loss | ( | ) | ( | ) | ||||||||||||||||||
Other comprehensive (loss)/income | ( | ) | ( | ) | ||||||||||||||||||
Total comprehensive loss | ( | ) | ( | ) | ||||||||||||||||||
Transactions with owners of the Company | ||||||||||||||||||||||
Reduction of the nominal value | ( | ) | ||||||||||||||||||||
Transaction costs | 5 | ( | ) | ( | ) | |||||||||||||||||
Share based payments | 6 | |||||||||||||||||||||
Capital increase | ||||||||||||||||||||||
Balance at June 30, 2020 | 5 | ( | ) | ( | ) | |||||||||||||||||
As of January 1, 2021 | ( | ) | ||||||||||||||||||||
Total comprehensive loss | ||||||||||||||||||||||
Net loss | ( | ) | ( | ) | ||||||||||||||||||
Other comprehensive income/(loss) | ( | ) | ||||||||||||||||||||
Total comprehensive income/(loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
Transactions with owners of the Company | ||||||||||||||||||||||
Capital increase /Exercise of warrants | ||||||||||||||||||||||
Conversion of loan | ||||||||||||||||||||||
Share based/Asset purchase | 2 | |||||||||||||||||||||
Share based payments | 6 | |||||||||||||||||||||
Balance at June 30, 2021 | 5 | ( | ) |
The accompanying notes form an integral part of these condensed consolidated interim financial statements
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Condensed Consolidated Interim Statement of Cash Flows (unaudited)
For the Six Months Ended June 30, 2021 and 2020 (in CHF)
SIX | SIX | |||||||||
MONTHS | MONTHS | |||||||||
ENDED | ENDED | |||||||||
Note | JUNE, 2021 | JUNE, 2020 | ||||||||
Cash flows from operating activities | ||||||||||
Net loss | ( | ) | ( | ) | ||||||
Adjustments for: | ||||||||||
Depreciation | ||||||||||
Unrealized foreign currency exchange (gain)/loss, net | ( | ) | ||||||||
Net interest expense | ||||||||||
Share based payments | 6 | |||||||||
Employee benefits | ||||||||||
Transaction costs | - | |||||||||
Fair value derivative financial instruments | ( | ) | ||||||||
Deferred tax (gain)/loss | 3 | ( | ) | ( | ) | |||||
( | ) | ( | ) | |||||||
Changes in: | ||||||||||
Inventories | ( | ) | ||||||||
Other receivables | ( | ) | ||||||||
Prepayments | ( | ) | ||||||||
Trade and other payables | ||||||||||
Accrued expenses | ( | ) | ||||||||
Net cash used in operating activities | ( | ) | ( | ) | ||||||
Cash flows from investing activities | ||||||||||
Purchase of intangibles | ( | ) | ( | ) | ||||||
Net cash used in investing activities | ( | ) | ( | ) | ||||||
Cash flows from financing activities | ||||||||||
Proceeds from equity issuance and public offering | 5 | |||||||||
Transaction costs | ( | ) | ||||||||
Change in outstanding loans | 4 | ( | ) | |||||||
Interests paid | ( | ) | ||||||||
Net cash from financing activities | ||||||||||
Net increase/(decrease) in cash and cash equivalents | ( | ) | ( | ) | ||||||
Cash and cash equivalents at beginning of the period | ||||||||||
Net effect of currency translation on cash | ||||||||||
Cash and cash equivalents at end of the period |
The accompanying notes form an integral part of these condensed consolidated interim financial statements
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Altamira Therapeutics Ltd.
Notes to the Condensed Consolidated Interim Financial Statements
As of June 30, 2021 and December 31, 2020 and for the Six Months Ended June 30, 2021 and 2020 (in CHF)
1. | Reporting entity |
Altamira Therapeutics Ltd. (formerly Auris Medical Holding Ltd.) (the “Company”) is an exempted company incorporated under the laws of Bermuda. The Company began its operations as a corporation organized in accordance with Swiss law and domiciled in Switzerland under the name Auris Medical Holding AG (“Auris Medical (Switzerland)”). Following shareholder approval at an extraordinary general meeting of shareholders held on March 8, 2019 and upon the issuance of a certificate of continuance by the Registrar of Companies in Bermuda on March 18, 2019, the Company discontinued as a Swiss company and, pursuant to Article 163 of the Swiss Federal Act on Private International Law and pursuant to Section 132C of the Companies Act 1981 of Bermuda (the “Companies Act”), continued existence under the Companies Act as a Bermuda company with the name “Auris Medical Holding Ltd.” (the “Redomestication”). On March 18, 2019, the common shares of the Company began trading on the Nasdaq Capital Market under the trading symbol “EARS”. The Company’s registered office is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. On May 1, 2019, the Company effected a one-for-twenty reverse share split (the “2019 Reverse Share Split”) of the Company’s issued and outstanding common shares. Unless indicated or the context otherwise requires, all per share amounts and numbers of common shares in this report have been retrospectively adjusted for the 2019 Reverse Share Split. On July 21, 2021, the Company changed its name to Altamira Therapeutics Ltd. Since July 26, 2021, the Company’s common shares are traded under the trading symbol “CYTO”.
These condensed consolidated interim financial statements comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”). The Company is the ultimate parent of the following Group entities:
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The Group is primarily involved in the development of novel products that address important unmet medical needs through RNA therapeutics, allergy and viral infection protection, and inner ear therapeutics. The Group is focusing on the development of RNA therapeutics for extrahepatic therapeutic targets (AM-401), nasal sprays for protection against airborne viruses and allergens (AM-301; Bentrio™) or the treatment of vertigo (AM-125), and the development of therapeutics for intratympanic treatment of tinnitus or hearing loss (AM-101; Keyzilen® and AM-111; Sonsuvi®).
2. | Basis of preparation |
Statement of compliance
These condensed consolidated interim financial statements as of June 30, 2021 and for the six months ended June 30, 2021 have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting (“IAS 34”) and should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2020.
These condensed consolidated interim financial statements include all adjustments that are necessary to fairly state the results of the interim period. The Group believes that the disclosures are adequate to make the information presented not misleading. Interim results are not necessarily indicative of results to be expected for the full year. Management does not consider the business to be seasonal or cyclical.
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Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, have been condensed or omitted as permitted by IAS 34. The condensed consolidated statement of financial position as of December 31, 2020 was derived from the audited consolidated financial statements.
The interim condensed consolidated financial statements were authorized for issuance by the Company’s Audit Committee on September 7, 2021
Functional and reporting currency
These interim condensed consolidated financial statements are presented in Swiss Francs (“CHF”), which is the Company’s functional currency (“functional currency”) and the Group’s reporting currency.
2020 Reduction of the nominal value
Significant accounting policies
The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its audited consolidated financial statements as of and for the year ended December 31, 2020 and have been applied consistently to all periods presented in these condensed consolidated interim financial statements, unless otherwise indicated.
New standards, amendments and interpretations adopted by the Group
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 | Interest Rate Benchmark Reform – Phase 2 |
The application of these new standards, amendments to standards and interpretations does not have material impact on the financial statements of the Group.
Asset Purchase
On June 1, 2021, we acquired
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The purchase price for Trasir comprised: (i) 764,370 non-registered common shares of the Company, par value CHF 0.01 per share, calculated based on a value of USD 2,500,000 divided by the average closing price of the Common Shares on the 15 trading days preceding the closing date (the “Reference Price”, which amounted to USD 3.27 per Common Share); (ii) contingent on the occurrence of positive results from a subsequent post-closing scientific study led by Trasir (“Positive Results”), USD 1,500,000 of common shares of the Company to be calculated based on the average closing price of the common shares on the 15 trading days preceding the occurrence of Positive Results; and (iii) USD 210,000 for expenses incurred by certain selling Trasir shareholders paid in USD 180,000 in cash and 9,173 non-registered common shares based on the Reference Price.
Trasir’s main asset
is an exclusive license agreement (the “License Agreement”) with Washington University located in St. Louis, Missouri (“WU”).
Pursuant to the License Agreement, WU granted Trasir an exclusive, worldwide, royalty-bearing license (with the right to sublicense) during
the term of the License Agreement under certain patent rights owned or controlled by WU to research, develop, make, have made, sell, offer
for sale, use and import pharmaceutical products covered under such patent rights for all fields of use. Such licensed products may include
“silencing RNA” (siRNAs) pharmaceutical preparations formulated in combination with Trasir’s proprietary delivery technologies.
In consideration for such worldwide, exclusive license, the Company (through its acquisition of Trasir, described above) will be obligated
to pay WU: annual license maintenance fees in the low five figures through first commercial sale; pre-clinical and clinical regulatory
milestones; sales milestones; and a low single digit royalty based on annual net sales of licensed products worldwide for at least the
applicable patent term or period of marketing exclusivity, whichever is longer, but in no case less than a minimum royalty term of 12
years; and a percentage share (in the double digits) of sublicensing revenues received by the Company in connection with licensed products.
Such regulatory and sales milestones may total up to an aggregate of USD
The acquisition of Trasir
was treated as an asset acquisition because substantially all the fair value is concentrated in a single identifiable asset, the License
Agreement with WU. The acquisition of the license is settled to a large extent in exchange for a variable number of the Company’s
publicly listed shares. IFRS 2 “Share-based payments” was applied. With regards to the contingent part of the purchase price
as mentioned under (ii) above, a downward adjustment of CHF
Intangible assets
As of June 30, 2021, Intangible
assets amounted to CHF
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3. | Taxation |
The Group’s income tax expense recognized in the condensed interim consolidated statement of profit or loss is presented as follows:
SIX MONTHS ENDED | ||||||||
June 30, | June 30, | |||||||
2021 | 2020 | |||||||
Deferred income tax expense | ||||||||
Deferred income tax gain | ||||||||
Total income tax (expense)/gain |
The tax effect of taxable temporary differences that give rise to deferred income tax liabilities or to deferred income tax assets as of June 30, 2021 and 2020 is presented as follows:
June 30, | June 30, | |||||||
2021 | 2020 | |||||||
Deferred Tax liabilities | ||||||||
Intangible assets | ( | ) | ( | ) | ||||
Total | ( | ) | ( | ) | ||||
Deferred Tax assets | ||||||||
Net operation loss (NOL) | ||||||||
Total | ||||||||
Deferred Tax, net | ( | ) | ( | ) |
4. | Loan |
Due to the COVID-19 pandemic,
Swiss banks granted special COVID-19 loans under certain conditions with a guarantee by the Swiss Government. Our Company was eligible
for a loan of CHF
On September 8, 2020, FiveT
Capital Holding Ltd., or FiveT, provided a convertible loan to Altamira Medica AG, or Altamira, one of our subsidiaries. The loan had
a principal amount of CHF
Interest in the first six
months of 2021 included CHF
5. | Capital and reserves |
Share capital
The issued share capital of the Company consisted of:
Common Shares | ||||||||
Number | ||||||||
2021 | 2020 | |||||||
As of January 1 | ||||||||
Common shares issued | ||||||||
Total, as of June 30 |
As of June 30, 2021, the
par value of the
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Equity Offerings
On June 1, 2021, the company
completed the acquisition of Trasir Therapeutics Inc. The upfront acquisition price of USD
On December 1, 2020, a tranche
of
On December 3, 2020,
On April 23, 2020,
On May 15, 2019,
Related to the May 2019 Registered
Offering, the Company had transaction costs amounting to CHF
On November 30, 2018, as
amended on April 5, 2019 the Company entered into a sales agreement, as amended (the “A.G.P. Sales Agreement”) with A.G.P./Alliance
Global Partners (“A.G.P.”). Pursuant to the terms of the A.G.P. Sales Agreement, the Company may offer and sell its common
shares, from time to time through A.G.P. by any method deemed to be an “at-the-market” offering as defined in Rule 415(a)(4)
promulgated under the Securities Act. Pursuant to the A.G.P. Sales Agreement, the Company may sell common shares up to a maximum aggregate
offering price of USD
On July 17, 2018
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The Series B warrants issued in the July 2018 Registered Offering expired on June 18, 2020.
On May 2, 2018 the
Related to the 2018 Commitment
Purchase Agreement with LPC, the Company had transaction costs amounting to CHF
On January 30, 2018, the
Company completed a public offering of
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As of June 30, 2021 the fair
value of the warrants issued in the January 2018 Registered Offering amounted to CHF
On February 21, 2017,
As of June 30, 2021,
Issue of common shares upon exercise of options
During the six months ended June 30, 2021, no options were exercised.
6. | Employee benefits |
SIX MONTHS ENDED | ||||||||
JUNE 30, | JUNE 30, | |||||||
2021 | 2020 | |||||||
Salaries | ||||||||
Pension costs | ||||||||
Share based compensation expense | ||||||||
Other employee costs and social benefits | ||||||||
Total employee benefits |
Expenditures for employee
benefits increased in the first six months ended June 30, 2021 primarily due to increased headcount, higher expenditures for recruitment
and higher expenses for share based compensation compared to the first six months ended June 30, 2020. In 2021 share based compensation
expense included CHF
Changes in equity due to
Share based payments in the total amount of CHF
A total of
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7. | Loss per share |
SIX MONTHS ENDED | ||||||||
June 30, 2021 | June 30, 2020 | |||||||
Loss attributable to owners of the Company | ( | ) | ( | ) | ||||
Weighted average number of shares outstanding | ||||||||
Basic and diluted loss per share | ( | ) | ( | ) |
For the six months ended
June 30, 2021 and June 30, 2020 basic and diluted loss per share are calculated based on the weighted average number of shares issued
and outstanding and excludes shares to be issued under the stock option plans or for warrants, as they would be anti-dilutive. As of September
7, 2021, the Company had
8. | Events after the Reporting Period |
On July 21, 2021, the Company changed its name to Altamira Therapeutics Ltd. Since July 26, 2021, the Company’s common shares are traded under the trading symbol “CYTO”.
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