10-Q 1 j1057601e10vq.txt MYMETICS CORPORATION 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, 2004 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 an accelerated filer (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 12, 2004 ----- ------------------------------ Common Stock, $0.01 66,447,864 par value PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MYMETICS CORPORATION (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS OF EUROS)
SEPTEMBER 30, 2004 DECEMBER 31, 2003 ------------------ ----------------- ASSETS Current Assets Cash e 8 e 125 Receivables 108 100 Prepaid expenses 5 6 ----------- ------------- Total current assets 121 231 Patents and Other 92 136 ----------- ------------- e 213 e 367 =========== ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable e 1,251 e 1,232 Taxes and social costs payable 37 53 Note payable 3,319 3,127 Other 120 113 ----------- ------------- Total current 4,727 4,525 liabilities Payable to shareholders 242 242 Shareholders' Equity Common stock 689 607 Paid-in capital 19,052 18,142 Deficit accumulated during the development stage (25,137) (23,799) Cumulative translation adjustment 640 650 ----------- ------------- (4,756) (4,400) ----------- ------------- e 213 e 367 =========== =============
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, 2004 SEPTEMBER 30, 2003 DEVELOPMENT STAGE ------------------ ------------------ ----------------- Revenue Sales e - e - e 224 Interest - - 34 ------------- -------------- --------------- - - 258 ------------- -------------- --------------- Expenses Research and development 555 792 4,540 General and administrative 586 711 4,584 Bank fee - - 14,932 Interest 148 129 479 Goodwill impairment - - 209 Amortization 45 49 367 Directors' fees - - 274 Other 4 - 4 ------------- -------------- --------------- 1,338 1,681 25,389 ------------- -------------- --------------- Loss before income tax provision (1,338) (1,681) (25,131) Income tax provision - - 6 ------------- -------------- --------------- Net loss (1,338) (1,681) (25,137) Other comprehensive income Foreign currency translation adjustment (10) 189 640 ------------- -------------- --------------- Comprehensive loss e (1,348) e (1,492) e (24,497) ============= ============== =============== Basic and diluted loss per share e (0.02) e (0.03) e (0.66) ============= ============== ===============
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, 2004 SEPTEMBER 30, 2003 ------------------ ------------------ Revenue Sales e - e - Interest - - ----------- ------------ - - ----------- ------------ Expenses Research and development 140 279 General and administrative 233 198 Bank fee - - Interest 50 49 Goodwill impairment - - Amortization 15 15 Directors' fees - - Other (1) - ----------- ------------ 437 541 ----------- ------------ Loss before income tax provision (437) (541) Income tax provision - - ----------- ------------ Net loss (437) (541) Other comprehensive income Foreign currency translation adjustment 15 33 ----------- ------------ Comprehensive loss e (422) e (508) =========== ============ 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, 2004 SEPTEMBER 30, 2003 DEVELOPMENT STAGE ------------------ ------------------ ----------------- Cash flow from operating activities Net Loss e (1,338) e (1,681) e (25,137) Adjustments to reconcile net loss to net cash used in operating activities Amortization 45 49 367 Goodwill impairment - - 209 Fees paid in warrants 148 - 14,286 Services and fee paid in common stock 168 - 1,119 Changes in current assets and liabilities, net of effects from reverse purchase Decrease(increase) in receivable (8) (29) (70) Increase(decrease) in accounts payable 19 359 953 Increase(decrease) in taxes and social costs payable (16) (60) 37 Other 8 (106) 163 ----------- ------------- ------------- Net cash used in operating activities (974) (1,468) (8,073) ----------- ------------- ------------- Cash flows from investing activities Patents and other - - (338) Cash acquired in reverse purchase - - 13 ----------- ------------- ------------- Net cash used in investing activities - - (325) ----------- ------------- ------------- Cash flows from financing activities Proceeds from issuance of common stock 675 - 3,651 Borrowing from shareholders - - 242 Increase in note payable and other short-term advances 192 1,121 4,003 Loan fees - - (130) ----------- ------------- ------------- Net cash provided by financing activities 867 1,121 7,766 ----------- ------------- ------------- Effect on foreign exchange rate on cash (10) 189 640 ----------- ------------- ------------- Net change in cash (117) (158) 8 Cash, beginning of period 125 183 - ----------- ------------- ------------- Cash, end of period e 8 e 25 e 8 =========== ============= =============
The accompanying notes are an integral part of these financial statements. MYMETICS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2004 (UNAUDITED) (IN THOUSANDS OF EUROS, EXCEPT FOR PER SHARE AMOUNTS) NOTE 1. 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, 2003. 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 period ended September 30, 2004 were of a normal and recurring nature. The amounts presented for the nine month period ended September 30, 2004, are not necessarily indicative of the results of operations for a full year. NOTE 2. EARNINGS (LOSS) PER SHARE In accordance with SFAS No. 128, Earnings Per Share, and SEC Staff Accounting Bulletin (SAB) No. 98, basic net income (loss) per common share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Under SFAS No. 128, diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and common equivalent shares, such as stock options and warrants, outstanding during the period. The weighted average number of shares outstanding for the purpose of calculating basic and diluted earnings per share for the nine month periods ended September 30, 2004 and September 30, 2003 were 60'575'513 and 50,944,454, respectively. The weighted average number of shares outstanding for the purpose of calculating basic and diluted earnings per share for the three month periods ending September 30, 2004 and September 30, 2003 were 63,189,455 and 50,944,454 respectively. The weighted average number of shares outstanding for the purpose of calculating basic and diluted earnings per share for the development stage period is 37'771'160. Common equivalent shares, such as stock options and warrants, were excluded from the calculations of diluted earnings per share for the three and nine month periods ended September 30, 2004 and 2003 as well as the cumulative period as their effect would be antidilutive. NOTE 3. STOCK-BASED COMPENSATION The Company has a stock-based employee compensation plan. The Company accounts for the plan under the recognition and measurement principles of APB Opinion No. 25. "Accounting for Stock Issued to Employees," and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under the plan had an exercise price equal to or greater than the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," to stock-based employee compensation.
For the nine For the nine months ended months ended September 30, September 30, 2004 2003 ------------- ------------- Net Loss As reported E (1,338) E (1,681) Deduct: Total stock-based employee compensation expense determined under fair value based methods for all awards, net of any related tax effects - (26) ----------- ---------- Pro forma E (1,338) E (1,707) ========== ========== Basic and Diluted Loss Per Share As reported E (0.02) E (0.03) Pro forma E (0.02) E (0.03)
In connection with the issuance of common stock in the three months ended September 30, 2004, the Company issued warrants that entitle investors to acquire an additional 700,000 common shares at prices ranging from $0.10 to $0.12 per share. The total fair value of these warrants at their respective grant dates was E46, which amount was expensed during the three months ended September 30, 2004. All warrants expire July 31, 2005. NOTE 4. REPORTING CURRENCY Consistent with the location of its activities, beginning January 1, 1999, the Company adopted the euro (E) as its corporate currency. Accordingly, the Company prepared all accompanying financial statements in euros. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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, 2003 and, to the extent included therein, our quarterly reports on Form 10-Q filed during fiscal year 2004. OVERVIEW In March 2001, we acquired substantially all of the shares of Mymetics SA (formerly Hippocampe SA) as our primary operating business. Mymetics SA is a biotechnology research and development company devoted to fundamental and applied research in the areas of human and veterinary biology and medicine. The Company's primary objective is to develop therapies to treat certain retroviruses including human immunodeficiency virus, or HIV, the virus that leads to acquired immunodeficiency syndrome, or AIDS. Additional applications of our research include potential treatments and/or vaccines for animal AIDS, human and animal oncoviral leukemias, multiple sclerosis and organ transplantation. Since the acquisition of Mymetics SA, our financial statements have been prepared treating us as a development stage company. We currently do not make, market or sell any products or services. As of September 30, 2004, we had not performed any clinical testing and a commercially viable product is not expected for several more years. As such, we have not generated any significant revenues. Revenues reported by us consist of incidental serum by-products of our research and development activities and interest income. For the purpose of our financial reporting, the development stage started on May 2, 1990, which is the date that Mymetics SA was originally organized in France. As of September 30, 2004, we have an accumulated deficit of approximately E 25.1 million. Our losses have resulted primarily from research and development activities, related general and administrative expenses and bank fees incurred in connection with the acquisition of Mymetics SA. To date, our principal sources of funding have been private equity financings and bank financings. We expect to continue to incur substantial operating losses for the foreseeable future as we continue our research and development activities. The following discussion and analysis of our results of operations and financial condition for the nine months ended September 30, 2004 should be read in conjunction with our consolidated financial statements and related notes included in this report on Form 10-Q. NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2003 Revenues for the nine months ended September 30, 2004 and 2003 were nil. Costs and expenses decreased to E1,338,000 for the nine months ended September 30, 2004 from E1,681,000 (-20.3%) for the nine months ended September 30, 2003. Research and development expenses decreased to E555,000 in the current period from E792,000 (-29.9%) in the comparative period of 2003 as a result of our difficult financial condition. General and administrative expenses decreased to E586,000 in the nine months ended September 30, 2004 from E711,000 (-17.6%)in the comparative period of 2003 due mostly to lower consulting fees. The Corporation reported a net loss of E1,338,000, or E0.02 per share, for the nine months ended September 30, 2004, compared to E1,681,000, or E0.03, for the nine months ended September 30, 2003. THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2004 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2003 Revenue was nil for the three months ended September 30, 2004 and September 30, 2003. Costs and expenses decreased to E437,000 for the three months ended September 30, 2004 from E541,000 (-19.2%)for the three months ended September 30, 2003. Research and development expenses decreased to E140,000 in the current period from E279,000 (-49.3%)in the comparative period of 2003 due to our difficult financial situation. General and administrative expenses increased to E233,000 in the three months ended September 30, 2004 from E198,000 (+16.5%)in the comparative period of 2003 due to the cost of shares issued, whether for cash or services rendered, as disclosed hereafter under Item 5, "NEW INVESTORS". We reported a net loss of E437,000, or E0.01 per share, for the three months ended September 30, 2004, compared to E541,000, or E0.01, for the three months ended September 30, 2003. LIQUIDITY AND CAPITAL RESOURCES These financial statements have been prepared assuming we will continue as a going concern. We have experienced significant losses since inception resulting in a deficit in shareholders' equity of E4.8 million as of September 30, 2004, which raises substantial doubt about our ability to remain a going concern. Deficits in operating cash flows since inception have been financed through debt and equity sources. As of September 30, 2004, we had approximately E8,000 in cash compared to E125,000 at December 31, 2003. Net cash used by operating activities was E974,000 for the nine months ended September 30, 2004, compared to E1,468,000 for the nine months ended September 30, 2003. A increase in accounts payable provided cash of E19,000 for the nine months ended September 30, 2004 compared to E359,000 for the nine months ended September 30, 2003. Financing activities provided cash of E867,000 (of which E675,000 was from the issuance of common stock to three new investors) for the nine months ended September 30, 2004 compared to E1,121,000 in the same period last year (of which the entire amount was from proceeds of a note payable). We have a non-revolving term facility in the principal amount of up to E3.3 million, which matures on December 31, 2004. The only increase of this line authorized by the bank are the interests accrued during the period as well as payments in connection with the maintenance of our patents portfolio, pledged as collateral to the bank. We are confident that this facility will be extended. In order to remain a going concern, we intend to seek additional financial resources to continue our research and development, pre-clinical and clinical studies and regulatory activities necessary to bring our potential products to market and to establish production, marketing and sales capabilities. The timing and amount of spending of such financial resources cannot be accurately predicted and will depend on several factors, including the progress of our efforts in raising such financial resources, the progress of our research and development efforts and pre-clinical and clinical activities, competing technological and market developments, the time and costs of obtaining regulatory approvals, the time and costs involved in filing, prosecuting and enforcing patent claims, the progress and cost of commercialization of products currently under development, market acceptance and demand for our products and other factors beyond our control. As reported hereafter under "Subsequent events" and as disclosed in our filing 8-K dated October 25, 2004, with the Securities and Exchange Commission, we have obtained a firm commitment of $5 million under a Standby Equity Distribution Agreement signed with Cornell Capital Partners, LLP on October 20, 2004. We will seek to raise additional funds from US or European government agencies such as NIH or Eurovac, from humanitarian donors such as the International AIDS Vaccine Initiative (IAVI) or the Bill and Melinda Gates Foundation, lenders and/or equity or debt issuance and/or potential partnership with major international pharmaceutical and biotechnology firms. However, there can be no assurance that we will be able to obtain grants and/or raise additional capital on terms satisfactory to us, or at all. In the event that we are not able to obtain such additional capital or grants, we would be required to restrict or even halt our operations. If adequate funds are not available, we could be required to delay development or commercialization of our products or technologies that we would otherwise seek to commercialize for ourselves, or reduce the marketing, customer support or other resources devoted to our products, any of which could have a material adverse effect on our business, financial condition and result of operations. 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 sensitive to interest rates. An increase in interest rates may decrease the fair value and a decrease in interest rates may increase the fair value of such financial instruments. We have debt obligations which are sensitive to interest rate fluctuations. The following tables provide information about our exposure to interest rate fluctuations for the carrying amount of such debt obligations as of September 30, 2004 and 2003 and expected cash flows from these debt obligations: AS AT SEPTEMBER 30, 2004 (IN THOUSANDS)
EXPECTED FUTURE CASH FLOW YEAR ENDING DECEMBER 31, CARRYING FAIR --------------------------------------------------- VALUE VALUE 2004 2005 2006 2007 2008 THEREAFTER ---------------------------------------------------------------------------------------------------------------- Debt obligations E3,319 E3,319 E3,319 E - E - E - E - E - ----------------------------------------------------------------------------------------------------------------
AS AT SEPTEMBER 30, 2003 (IN THOUSANDS)
EXPECTED FUTURE CASH FLOW YEAR ENDING DECEMBER 31, CARRYING FAIR ---------------------------------------------------- VALUE VALUE 2003 2004 2005 2006 2007 THEREAFTER ----------------------------------------------------------------------------------------------------------------- Debt obligations E3,110 E3,110 E - E3,110 E - E - E - E - -----------------------------------------------------------------------------------------------------------------
ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures. Within 90 days prior to the filing date of this report, our principal executive officer and principal financial officer, carried out an evaluation of the effectiveness and design of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) and have concluded that, based on such evaluation, our disclosure controls and procedures were adequate and effective to ensure that material information relating to us, including our consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this Quarterly Report on Form 10-Q was being prepared. CHANGES IN INTERNAL CONTROLS None. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS During the three month period ending September 30, 2004, we had to face two legal proceedings brought against the Company or its French affiliate. The total amount involved is approximately E34,000, of which we believe E4,000 to be without merit. We expect to settle the remaining case out of court as soon as we will be able to obtain additional funds. ITEM 2. CHANGES IN 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 NEW INVESTORS Between August 2, 2004 and September 1, 2004, four new investors have acquired 1,516,667 new common restricted shares in a price range from $0.10 to 0.13 per share, representing a total amount of $179,000. Of these investors, two have also received warrants entitling them to acquire until July 31, 2005, an additional 700,000 shares for a total price of $74,000. As has been the case since our management changes of July 31, 2003, the proceeds of these transactions have been used to i) settle, either totally or partially, amounts owed to critical service suppliers to Mymetics Corporation, thus allowing a gradual return to normal operations of the Company, ii) launch certain research projects having a high potential for strengthening our negotiating position with major pharmaceutical companies and iii) pay for minimal current operating expenses. As of this day, all officers of the Company are still working full time with neither pay nor liability insurance and shall continue to do so until the Company will be able to draw under the $5 million Standby Equity Distribution Agreement signed with Cornell Capital Partners, LLP on October 20, 2004, as reported hereafter under "Subsequent events" and as disclosed in our filing 8-K dated October 25, 2004, with the Securities and Exchange Commission. In addition to the shares issued for cash as above, we have also issued 770,000 common restricted shares to six individuals who accepted to receive them instead of cash as compensation for services rendered. SCIENTIFIC ADVANCES Recent work conducted with our French scientific partners has shown that one of our non-optimized aids vaccine candidate had produced neutralizing antibodies against primary strains of the HIV-AIDS virus. We are presently testing generations 2 and 3 of our candidate vaccine and expect results during the first quarter of 2005. Such results come on the heels of our previous work, conducted with our partner Protein'eXpert SA, which positively demonstrated the biological functionality of the large scale, conformational mimicry between the gp41 HIV transmembrane protein and IL-2, a key protein sometimes referred to as "the immune system's conductor". We believe that understanding the functionality of such large scale, conformational mimicry, which we first identified in 1997, opens the way to an original and innovative approach to developing vaccines against AIDS. Mymetics' scientists and Protein'eXpert SA have been able to produce at low cost the synthetic, trimeric and soluble gp41 proteins used in such work and which we believe to be potential AIDS vaccine candidates. This has now been vindicated by the actual production of neutralizing antibodies as explained above. Mymetics holds several patents and patent applications based on this discovery, which we believe to be reinforced and vindicated by the above referenced results. SUBSEQUENT EVENTS As disclosed in our filing 8-K dated October 25, 2004, with the Securities and Exchange Commission, we have obtained a firm commitment of $5 million under a Standby Equity Distribution Agreement signed with Cornell Capital Partners, LLP on October 20, 2004. Under this agreement, we may, at our discretion, issue shares to Cornell at any time over the next two years. The maximum aggregate amount of the equity placements pursuant to the agreement is $5 million. Subject to this limitation, we may draw down up to $175,000 per advance. The facility is to be used in whole or part entirely at our discretion, subject to an effective registration which we expect to file within a few days. There are no minimum draw downs required in the agreement. In addition, the Cornell shares carry an anti-shorting provision. As part of this agreement, we had to increase the 85 million shares limit set in our Certificate of Incorporation, of which 5 million are preferred and 80 million are common shares. On October 18, 2004, the Board of directors authorized a new limit of 500 million shares, of which 5 million are preferred and 495 million are common shares, subject to the approval of shareholders representing a majority of the 66,407,864 shares outstanding on that day. A written consent is presently being circulated amongst 15 shareholders representing 35'641'314 shares or 53.7% of the outstanding total. Most such investors have already signed this written consent and those remaining have indicated that they will do so before November 19, 2004. The Amended and Restated Certificate of Incorporation is included as Exhibit 10.5. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.1 Standby Equity Distribution Agreement 10.2 Registration Rights Agreement 10.3 Escrow Agreement 10.4 Placement Agent Agreement 10.5 Amended and Restated Certificate of Incorporation 31.1 Section 302 Certification of Chief Executive Officer 31.2 Section 302 Certification of Chief Financial Officer 32 Section 906 Certification of Chief Executive Officer and Chief Financial Officer (b) REPORTS ON FORM 8-K On October 25, 2004, we announced the Standby Equity Distribution Agreement signed with Cornell Capital Partners, LLP on October 20, 2004 described under SUBSEQUENT EVENTS above. No financial statements were filed in connection with these reports on Form 8-K. 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 12, 2004 MYMETICS CORPORATION By: /s/ Christian Rochet ------------------------------------- President and Chief Executive Officer