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Transactions with Affiliates
12 Months Ended
Dec. 31, 2013
Transactions with Affiliates [Abstract]  
Transactions with Affiliates
Note 2. Transactions with Affiliates

Mr. Ernest M. Stern, the Company’s outside U.S. counsel, is both a director of the Company and a partner in Akerman Senterfit LLP, the firm retained as legal counsel by the Company. Fees paid to the law firm in the years ended December 31, 2013 and 2012, amounted to E164 and E52, respectively.

Two of the Company’s major shareholders have made available an aggregate E37,297 in the form of notes payable including interest. Conversion prices on the Euro-denominated convertible debt have been fixed to a fixed Euro/US dollar exchange rate.
 
The details of these notes and other loans and contingent liabilities are as follows:

 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed
 
 
 
 
 
 
 
 
 
 
 
 
Conversion
 
Rate
 
Lender
 
1st-Issue
 
 
Principal
 
Duration
 
Interest
 
Price
 
EUR/USD
 
Price
 
Date
 
 
Amount
 
(Note)
 
Rate
 
(stated)
 
Conversion
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Norwood Secured Loan
 
04/03/2009
 
 
E
1,500
 
(5
)
10% pa
 
$
None
 
N/A
 
Eardley Holding A.G. (1)
 
06/23/2006
 
 
E
138
 
(2
)
10% pa
 
$
0.10
 
N/A
 
Anglo Irish Bank S.A.(3)
 
10/21/2007
 
 
E
500
 
(2
)
10% pa
 
$
0.50
 
1.4090
 
Round Enterprises Ltd.
 
12/10/2007
 
 
E
1,500
 
(2
)
10% pa
 
$
0.50
 
1.4429
 
Round Enterprises Ltd.
 
01/22/2008
 
 
E
1,500
 
(2
)
10% pa
 
$
0.50
 
1.4629
 
Round Enterprises Ltd.
 
04/25/2008
 
 
E
2,000
 
(2
)
10% pa
 
$
0.50
 
1.5889
 
Round Enterprises Ltd.
 
06/30/2008
 
 
E
1,500
 
(2
)
10% pa
 
$
0.50
 
1.5380
 
Round Enterprises Ltd.
 
11/18/2008
 
 
E
1,200
 
(2
)
10% pa
 
$
0.50
 
1.2650
 
Round Enterprises Ltd.
 
02/09/2009
 
 
E
1,500
 
(2
)
10% pa
 
$
0.50
 
1.2940
 
Round Enterprises Ltd.
 
06/15/2009
 
 
E
5,500
 
(2,4
)
10% pa
 
$
0.80
 
1.4045
 
Eardley Holding A.G.
 
06/15/2009
 
 
E
100
 
(2,4
)
10% pa
 
$
0.80
 
1.4300
 
Von Meyenburg
 
08/03/2009
 
 
E
200
 
(2
)
10% pa
 
$
0.80
 
1.4400
 
Round Enterprises Ltd.
 
10/13/2009
 
 
E
2,000
 
(2
)
5% pa
 
$
0.25
 
1.4854
 
Round Enterprises Ltd.
 
12/18/2009
 
 
E
2,200
 
(2
)
5% pa
 
$
0.25
 
1.4338
 
Round Enterprises Ltd.
 
08/04/2011
 
 
E
872
 
(6,7
)
10% pa
 
$
0.034
 
N/A
 
Eardley Holding A.G.
 
08/04/2011
 
 
E
218
 
(6,7
)
10% pa
 
$
0.034
 
N/A
 
Round Enterprises Ltd.
 
11/08/2011
 
 
E
400
 
(7
)
10% pa
 
$
0.034
 
1.3787
 
Eardley Holding A.G.
 
11/08/2011
 
 
E
100
 
(7
)
10% pa
 
$
0.034
 
1.3787
 
Round Enterprises Ltd.
 
02/10/2012
 
 
E
1,000
 
(7
)
10% pa
 
$
0.034
 
1.3260
 
Eardley Holding A.G.
 
02/14/2012
 
 
E
200
 
(7
)
10% pa
 
$
0.034
 
1.3260
 
Round Enterprises Ltd.
 
04/19/2012
 
 
E
321
 
(7
)
10% pa
 
$
0.034
 
1.3100
 
Eardley Holding A.G.
 
04/19/2012
 
 
E
81
 
(7
)
10% pa
 
$
0.034
 
1.3100
 
Round Enterprises Ltd.
 
05/04/2012
 
 
E
480
 
(7
)
10% pa
 
$
0.034
 
1.3152
 
Eardley Holding A.G.
 
05/04/2012
 
 
E
120
 
(7
)
10% pa
 
$
0.034
 
1.3152
 
Round Enterprises Ltd.
 
09/03/2012
 
 
E
200
 
(7
)
10% pa
 
$
0.034
 
1.2576
 
Eardley Holding A.G.
 
09/03/2012
 
 
E
50
 
(7
)
10% pa
 
$
0.034
 
1.2576
 
Round Enterprises Ltd.
 
11/14/2012
 
 
E
500
 
(7
)
10% pa
 
$
0.034
 
1.2718
 
Eardley Holding A.G.
 
12/06/2012
 
 
E
125
 
(7
)
10% pa
 
$
0.034
 
1.3070
 
Round Enterprises Ltd.
 
01/16/2013
 
 
E
240
 
(7
)
10% pa
 
$
0.034
 
1.3318
 
Eardley Holding A.G.
 
01/16/2013
 
 
E
60
 
(7
)
10% pa
 
$
0.034
 
1.3318
 
Round Enterprises Ltd.
 
03/25/2013
 
 
E
400
 
(7
)
10% pa
 
$
0.037
 
1.2915
 
Eardley Holding A.G.
 
04/14/2013
 
 
E
150
 
(7
)
10% pa
 
$
0.034
 
1.3056
 
Round Enterprises Ltd.
 
04/14/2013
 
 
E
600
 
(7
)
10% pa
 
$
0.034
 
1.3056
 
Eardley Holding A.G.
 
05/15/2013
 
 
E
170
 
(7
)
10% pa
 
$
0.037
 
1.2938
 
Round Enterprises Ltd.
 
05/15/2013
 
 
E
680
 
(7
)
10% pa
 
$
0.037
 
1.2938
 
Eardley Holding A.G.
 
06/24/2013
 
 
E
60
 
(7
)
10% pa
 
$
0.025
 
1.3340
 
Round Enterprises Ltd.
 
06/24/2013
 
 
E
240
 
(7
)
10% pa
 
$
0.025
 
1.3340
 
Eardley Holding A.G.
 
08/05/2013
 
 
E
80
 
(7
)
10% pa
 
$
0.018
 
1.3283
 
Round Enterprises Ltd.
 
08/05/2013
 
 
E
320
 
(7
)
10% pa
 
$
0.018
 
1.3283
 
Total Short Term Principal Amounts
 
 
 
 
E
29,005
 
 
 
 
 
 
 
 
 
 
Accrued Interest
 
 
 
 
E
10,118
 
 
 
 
 
 
 
 
 
 
Total Convertible Notes to Related Parties
 
 
 
 
E
39,123
 
 
 
 
 
 
 
 
 
 
Norwood Contingent Liability
 
 
 
 
E
236
 
(5
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TOTAL LOANS, NOTES,AND CONTINGENT LIABILITY
 
 
 
 
E
39,359
 
 
 
 
 
 
 
 
 
 

(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) This maturity date is automatically prolonged for periods of three months, unless called for repayment.

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

(4) The loan is secured against 2/3rds of the IP assets of Bestewil Holding BV and against all property of the Company.
 
(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 June 30, 2014 and bearing interest at 10% per annum. The note is secured against 1/3rd of Bestewil common stock. On March 28, 2013, Mymetics agreed with Norwood Immunology Ltd (NIL) to amend the terms and conditions of the E2,500 loan that expired on June 30, 2013. Under the terms of the Amendment, Mymetics agreed to make a series of payments as follows to release it from any obligation to share revenues from the sale of Mymetics' intranasal influenza vaccine, RSV vaccine and HSV vaccine: (i) by April 30, 2013 E521 consisting of  E500 of principal under the Loan Note and  E21 of accrued interest for the month of April 2013 on the outstanding principal balance of E2,500, (ii) by May 31, 2013 E517 consisting of E500 of principal under the Loan Note and E17 of accrued interest for the month of May 2013 on the outstanding principal balance of E2,000, (iii) by September 30, 2013 accrued interest of E51 on the outstanding principal balance of E1,500 under the Loan Note and (iv) by June 30, 2014 E1,576 consisting of E1,500 to extinguish the outstanding principal balance of the Loan Note and E76 to extinguish the remaining unpaid accrued interest owed on the outstanding principal balance of the Loan Note. Upon payment by Mymetics of E500 of the principal under the Loan Note, the number of shares of Bestewil Holding B.V. pledged by Mymetics is reduced from 33% (6,290 shares) to 26.7% (5,032 shares). Upon payment by Mymetics of E1,000 of principal under the Loan Note the number of shares of Bestewil Holding B.V. pledged by Mymetics is reduced from 33% (6,290 shares) to 20% (3,774 shares). In addition, Mymetics shall issue, within twenty days of receipt of the first tranche of the investment but no later than March 31, 2014, US$325 in shares of the Company’s common stock at the lower of (i) the average closing price of the last two months prior to the repayment date or (ii) the lowest conversion price for any Mymetics shareholder loan that has been converted two months prior or two months after such repayment or (iii) Investor Price.

  In the event that Mymetics raises financing greater than US$20,000 earlier than completing the payment schedule above, it will (i) pay half the remaining unpaid principal and interest in cash, (ii) issue shares of its common stock to Norwood for the remaining half of the unpaid principal and interest at the same price and with the same rights as the shares purchased by the investors in such financing and (iii) issue US$325 in shares of Mymetics common stock at the lower of (a) the average closing price of the last two months prior to the repayment date or (b) the lowest conversion price for any Mymetics shareholder loan that has been converted two months prior or two months after such repayment or (c) the new investor price (the "Conversion Price").

  If Mymetics raises financing over US$5,000 and less than US$20,000, Norwood has the option to convert half of the remaining unpaid principal and interest under the Loan Note into cash and half of the remaining unpaid principal and interest under the Loan Note into those shares of Mymetics purchased by the investors and at the price at which the shares are issued to the investors and Norwood will receive US$325 in shares of Mymetics common stock at the Conversion Price. In both financings described above, half the shares received by Norwood shall be subject to a six month lock-up and half of the shares shall be subject to a 12 month lock-up.

  In the event Mymetics is not able to make any of the above payments to Norwood, the Loan Note will be immediately due and payable and Mymetics will issue US$325 in shares of its common stock at the lower of the Conversion Price or the market closing price the day before the default.

(6) The face values of the loans are stated in U.S. dollars at $1,200 and $300, respectively.

(7) This maturity date is automatically prolonged for periods of three months, unless called for repayment. The conversion price per share is determined by the lower of (i) 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 US$20,000, or (ii) at the stated conversion price using a fixed exchange rate which are noted in the table above.

Required future payments on debt are as follows as of December 31, 2013:
 
2014
 
E
39,123
 
Contingent liability to Norwood (milestones and royalties)
  
236
 
 
 
E
39,359