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Debt Financing
9 Months Ended
Sep. 30, 2012
Debt Financing [Abstract]  
Debt Financing
Note 4. Debt Financing

Certain principal shareholders have granted the Company secured convertible notes (in accordance with the Uniform Commercial Code in the State of Delaware) and short term convertible notes, which have a total carrying value of E31,064 including interest due to date. Interest incurred on these notes since inception has been added to the principal amounts.

On September 3, 2012, Mymetics has negotiated the extension of the maturity date of short term convertible loans to a maturity date of November 30, 2012.

On September 3, 2012, Round Enterprises Ltd. and Eardley Holding AG each agreed to provide a convertible loan of E200 and E50, respectively, with a 10% interest per annum and a maturity date of November 30, 2012. The conversion price is determined by reducing by 10% the price per share of the Company's common stock paid by the investors in connection with an investment in the Company of not less than $20,000.

On May 4, 2012, Round Enterprises Ltd. and Eardley Holding AG each agreed to provide a convertible loan of E480 and E120, respectively, with a 10% interest per annum and a maturity date of July 31, 2012. The conversion price is determined by reducing by 10% the price per share of the Company's common stock paid by the investors in connection with an investment in the Company of not less than $20,000. On September 3, 2012, Mymetics has negotiated the extension of the maturity date of these convertible loans to a maturity date of November 30, 2012.
 
On April 19, 2012, Mymetics agreed with Norwood Immunology Ltd. (NIL) to amend the terms and conditions of the E2,500 loan that expired on April 1, 2012. The amended agreement resulted in the payment E402 covering all the accrued interest due to NIL on April 20, 2012 and a delay of the repayment of the E2,500 loan until September 30, 2012, with a 5% interest per annum starting from April 20, 2012. The repayment of the loan will be half in shares and half in cash and is contingent on an investment in the Company of not less than $20,000 by new investors. The conversion price is determined by reducing by 10% the price per share of the Company's common stock paid by the investors in connection with such an investment. In the event Mymetics is not able to close the investment of not less than $20,000 on or before September 30, 2012, the terms of the loan will revert to the original terms and the loan and accrued interest becomes immediately payable as the loan would be in default.  On September 21, 2012, Mymetics agreed with Norwood Immunology Ltd. (NIL) to amend the terms and conditions of the first Amendment signed on April 19, 2012. The deadline of September 30, 2012 for Mymetics to close the investment has been moved to October 31, 2012. On October 31, 2012, Mymetics agreed with NIL to amend the terms and conditions of the second amendment signed on September 21, 2012. The deadline of October 31, 2012 for Mymetics to close the investment has been moved to December 31, 2012. The interest rate of the loan has changed from 5% to 10% starting from November 1, 2012 and Mymetics will pay E109 to NIL by November 16, 2012, which reflects the interest on the loan until December 31, 2012.
 
On April 19, 2012, Round Enterprises Ltd and Eardley Holding AG each provided a convertible loan of E322 and E80, respectively, with a 10% interest per annum and a maturity date of September 30, 2012. The conversion price is determined by reducing by 10% the price per share of the Company's common stock paid by the investors in connection with an investment in the Company of not less than $20,000.  On September 3, 2012, Mymetics has negotiated the extension of the maturity date of these convertible loans to a maturity date of November 30, 2012.

On February 10, 2012, Mymetics and Round Enterprises agreed to convert the expired loan from Round Enterprises dated December 9, 2010, with a principal balance of E1,100 and maturity date of December 16, 2011 into 19,301,474 shares of Mymetics common stock. The principal amount and accrued interest have been converted into shares using an exchange rate of $1.3260 per Euro and a conversion price of $0.08 per share.
 
The details of the convertible notes, loans and contingent liabilities are as follows at September 30, 2012:
 
Lender
 
1st-Issue
Date
 
 
Principal
Amount
 
 
Duration
(Note)
 
Interest
Rate
 
Conversion
 Price
(stated)
 
 
Fixed
EUR/USD
 Rate for
Conversion
Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Norwood Secured Loan
 
04/03/2009
 
 
E
2,500
 
 
 
(5
)
5% pa
 
$
US 0.50
 
 
 
1.2812
 
Eardley Holding A.G. (1)
 
06/23/2006
 
 
E
148
 
 
 
(2
)
10% pa
 
$
US 0.10
 
 
 
N/A
 
Anglo Irish Bank S.A. (3)
 
10/21/2007
 
 
E
500
 
 
 
(2
)
10% pa
 
$
US 0.50
 
 
 
1.4090
 
Round Enterprises Ltd.
 
12/10/2007
 
 
E
1,500
 
 
 
(2
)
10% pa
 
$
US 0.50
 
 
 
1.4429
 
Round Enterprises Ltd.
 
01/22/2008
 
 
E
1,500
 
 
 
(2
)
10% pa
 
$
US 0.50
 
 
 
1.4629
 
Round Enterprises Ltd.
 
04/25/2008
 
 
E
2,000
 
 
 
(2
)
10% pa
 
$
US 0.50
 
 
 
1.5889
 
Round Enterprises Ltd.
 
06/30/2008
 
 
E
1,500
 
 
 
(2
)
10% pa
 
$
US 0.50
 
 
 
1.5380
 
Round Enterprises Ltd.
 
11/18/2008
 
 
E
1,200
 
 
 
(2
)
10% pa
 
$
US 0.50
 
 
 
1.2650
 
Round Enterprises Ltd.
 
02/09/2009
 
 
E
1,500
 
 
 
(2
)
10% pa
 
$
US 0.50
 
 
 
1.2940
 
Round Enterprises Ltd.
 
06/15/2009
 
 
E
5,500
 
 
 
(2,4
)
10% pa
 
$
US 0.80
 
 
 
1.4045
 
Eardley Holding A.G.
 
06/15/2009
 
 
E
100
 
 
 
(2,4
)
10% pa
 
$
US 0.80
 
 
 
1.4300
 
Von Meyenburg
 
08/03/2009
 
 
E
200
 
 
 
(2
)
10% pa
 
$
US 0.80
 
 
 
1.4400
 
Round Enterprises Ltd.
 
10/13/2009
 
 
E
2,000
 
 
 
(2
)
5% pa
 
$
US 0.25
 
 
 
1.4854
 
Round Enterprises Ltd.
 
12/18/2009
 
 
E
2,200
 
 
 
(2
)
5% pa
 
$
US 0.25
 
 
 
1.4338
 
Round Enterprises Ltd.
 
08/04/2011
 
 
E
933
 
 
 
(7
)
10% pa
 
None(4)
 
 
 
N/A
 
Eardley Holding A.G.
 
08/04/2011
 
 
E
233
 
 
 
(7
)
10% pa
 
None(4)
 
 
 
N/A
 
Round Enterprises Ltd.
 
11/08/2011
 
 
E
400
 
 
 
(8
)
10% pa
 
None(4)
 
 
 
N/A
 
Eardley Holding A.G.
 
11/08/2011
 
 
E
100
 
 
 
(8
)
10% pa
 
None(4)
 
 
 
N/A
 
Round Enterprises Ltd.
 
02/17/2012
 
 
E
1,000
 
 
 
(8
)
10% pa
 
None(4)
 
 
 
N/A
 
Eardley Holding A.G.
 
02/17/2012
 
 
E
200
 
 
 
(8
)
10% pa
 
None(4)
 
 
 
N/A
 
Round Enterprises Ltd.
 
04/19/2012
 
 
E
322
 
 
 
(8
)
10% pa
 
None(4)
 
 
 
N/A
 
Eardley Holding A.G.
 
04/19/2012
 
 
E
80
 
 
 
(8
)
10% pa
 
None(4)
 
 
 
N/A
 
Round Enterprises Ltd.
 
05/04/2012
 
 
E
480
 
 
 
(8
)
10% pa
 
None(4)
 
 
 
N/A
 
Eardley Holding A.G.
 
05/04/2012
 
 
E
120
 
 
 
(8
)
10% pa
 
None(4)
 
 
 
N/A
 
Round Enterprises Ltd.
 
09/03/2012
 
 
E
200
 
 
 
(8
)
10% pa
 
None(4)
 
 
 
N/A
 
Eardley Holding A.G.
 
09/03/2012
 
 
E
50
 
 
 
(8
)
10% pa
 
None(4)
 
 
 
N/A
 
Total Short Term Principal Amounts
 
 
 
 
E
26,466
 
 
 
 
 
 
 
 
 
 
 
 
 
Accrued Interest
 
 
 
 
E
7,171
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Convertible Notes to Related Parties
 
 
 
 
E
33,637
 
 
 
 
 
 
 
 
 
 
 
 
 
Norwood Contingent Liability
 
 
 
 
E
6,323
 
 
 
(6
)
 
 
 
 
 
 
 
 
TOTAL LOANS, NOTES,AND CONTINGENT LIABILITY
 
 
 
E
39,960
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Private investment company of Dr. Thomas Staehelin, member of the Board of Directors and of the Audit Committee of the Company. Face value is stated in U.S. dollars at $190.

(2) The loans expire the earlier of (i) November 30, 2012 or (ii) upon an event of default. The loans are secured by the IP assets of the Company.

(3) Renamed Hyposwiss Private Bank Geneve S.A. and acting on behalf of Round Enterprises Ltd. which is a major shareholder.

(4) The loans expire the earlier of (i) November 30, 2012 or (ii) upon an event of default. The loan is secured against 2/3rds of the IP assets of Bestewil Holding BV.

(5) Under the terms of the acquisition of Bestewil BV, as part of the consideration, the Company issued to Norwood Immunology Limited ("NIL") a convertible redeemable note (the "Note") in the principal amount of E2,500 with a maturity date of April 1st, 2012 and bearing interest at 5% per annum. The note is secured against 1/3rd of Bestewil common stock. On April 19, 2012, Mymetics and (NIL) agreed to an amendment to the E2,500 loan agreement. The amended agreement resulted in the payment E402 on April 20, 2012 covering all the accrued interest due to NIL and a delay of the repayment of the E2,500 loan until September 30, 2012, with a 5% interest per annum starting April 20, 2012. The repayment of the loan will be half in shares and half in cash and is contingent on an investment in the Company of not less than $20,000 by new investors. The conversion price is determined by reducing by 10% the price per share of the Company's common stock paid by the investors in connection with such an investment. In the event Mymetics is not able to close the investment of not less than $20,000 from new investors on or before September 30, 2012, the loan and accrued interest become immediately payable. On October 31, 2012, Mymetics agreed with NIL to amend the terms and conditions of the second amendment signed on September 21, 2012. The deadline of October 31, 2012 for Mymetics to close the investment has been moved to December 31, 2012. The interest rate of the loan has changed from 5% to 10% starting from November 1, 2012 and Mymetics will pay E109 to NIL by November 16, 2012, which reflects the interest on the loan until December 31, 2012.
 
(6) Under the terms of the acquisition of Bestewil BV, as part of the consideration, the Company is committed to make further payments to NIL in the event that certain stated milestones for the development of vaccines are achieved. These have been considered on a risk probability basis.

(7) The loans expire the earlier of (i) November 30, 2012 or (ii) upon an event of default. The face values of the loans are stated in U.S. dollars at $1,200 and $300, respectively. These notes are under negotiation as they are expiring.

(8) The loans expire the earlier of (i) November 30, 2012 or (ii) upon an event of default.
 
Required future payments on debt are as follows as of September 30, 2012:

2012
 
E
33,637
 
Contingent liability to Norwood (milestones and royalties)
 
E
6,323
 
 
 
E
39,960