10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

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 Incorporation or Organization	I.R.S. Employer Identification No.

c/o Mymetics SA Route de la Corniche 4 Epalinges, Switzerland	CH-1066
Address of Principal Executive Offices	Zip Code

011 41 21 653 4535

Registrant’s Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 per share	MYMX	OTCQB venture stage marketplace

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 ☒           No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒          No ☐

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐         No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the Registrant’s Common Stock, $0.01 par value, was 303,757,622 as of May 15, 2019

PART I.    FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MYMETICS CORPORATION

CONSOLIDATED BALANCE SHEETS

 (UNAUDITED)

(In Thousands of Euros, Except Share and Per Share Amounts)

	March 31,	December 31,
	2019	2018
ASSETS
Current Assets
Cash	E475	E479
Receivables	48	585
Prepaid expenses	44	37
Total current assets	567	1,101
Property and equipment, net of accumulated depreciation of E439 at March 31, 2019 and E434 at December 31, 2018	31	36
Goodwill	6,671	6,671
	E7,269	E7,808
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable	E36	E75
Non-convertible notes payable and related accrued interest to related parties	4,026	4,002
Convertible notes payable and related accrued interest to related parties	51,453	50,756
Total liabilities	55,515	54,833
Shareholders' Equity (Deficit)
Common stock, U.S. $0.01 par value; 1,000,000,000 shares authorized; issued and outstanding 303,757,622 at March 31, 2019 and at December 31, 2018	2,530	2,530
Preferred stock, U.S. $0.01 par value; 5,000,000 shares authorized; none issued or outstanding	--	--
Additional paid-in capital	34,443	34,441
Accumulated deficit	(85,903)	(84,675)
Accumulated other comprehensive income	684	679
	(48,246)	(47,025)
	E7,269	E7,808

The accompanying notes are an integral part of these consolidated financial statements.

3

MYMETICS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

 (UNAUDITED)

(In Thousands of Euros, Except Per Share Data)

	For The Three Months Ended	For The Three Months Ended
	March 31, 2019	March 31, 2018
Revenue
Research and Development services	E--	E--
Grants revenue	--	297
	--	297
Expenses
Research and development	215	308
General and administrative	278	277
Bank fees	1	--
Depreciation	5	8
Directors' fees	5	5
Foreign exchange (gain) loss	55	(65)
	559	533
Operating Loss	(559)	(236)
Interest expense	666	653
Loss before income tax provision	(1,225)	(889)
Income tax provision	(3)	(9)
Net Loss	(1,228)	(898)
Other comprehensive income (loss)
Foreign currency translation adjustment	5	(1)
Comprehensive loss	E(1,223)	E(899)
Basic and diluted earnings per share	E(0.00)	E(0.00)

The accompanying notes are an integral part of these consolidated financial statements.

4

MYMETICS CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

 (UNAUDITED)

 (In Thousands of Euros)

	Three-month Period Ended March 31, 2018
	Common Stock	Additional Paid in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Total
January 1, 2018	E2,530	E34,428	E(80,503)	E667	E(42,878)
Stock compensation expense		6			6
Net loss			(898)		(898)
Other comprehensive loss:
Translationadjustment				(1)	(1)
March 31, 2018	E2,530	E34,434	E(81,401)	E666	E(43,771)

	Three-month Period Ended March 31, 2019
	Common Stock	Additional Paid in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Total
January 1, 2019	E2,530	E34,441	E(84,675)	E679	E(47,025)
Stock compensation expense		2			2
Net loss			(1,228)		(1,228)
Other comprehensive loss:
Translationadjustment				5	5
March 31, 2019	E2,530	E34,443	E(85,903)	E684	E(48,246)

The accompanying notes are an integral part of these consolidated financial statements.

5

MYMETICS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In Thousands of Euros)

	For The Three Months Ended	For The Three Months Ended
	March 31, 2019	March 31, 2018
Cash Flow from Operating Activities
Net Loss	E(1,228)	E(898)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	5	8
Stock compensation expense – options	2	6
Changes in operating assets and liabilities
Receivables	537	33
Accrued interests on notes payable	721	586
Accounts payable	(39)	(166)
Deferred revenue from grants	--	(189)
Other	(7)	(14)
Net cash used in operating activities	(9)	(634)
Effect on foreign exchange rate on cash	5	(1)
Net change in cash	(4)	(635)
Cash, beginning of period	479	1,180
Cash, end of period	E475	E545

The accompanying notes are an integral part of these consolidated financial statements. 

6

 MYMETICS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(UNAUDITED)

Note 1. The Company and Summary of Significant Accounting Policies

BASIS OF PRESENTATION AND GOING CONCERN

The amounts in the notes are shown in thousands of EURO, unless otherwise noted, and rounded to the nearest thousand except for share and per share amounts.

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, 2018.

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 ending March 31, 2019 were of a normal and recurring nature.

  The Company was created for the purpose of engaging in vaccine research and development. Its main research efforts in the beginning have been concentrated in the prevention and treatment of the AIDS virus and malaria. The Company has established a network which enables it to work with education centers, research centers, pharmaceutical laboratories and biotechnology companies. Besides the HIV and malaria vaccine candidates under development, the Company additionally has the following vaccines in its pipeline; (i) Herpes Simplex which is at the pre-clinical stage and currently on hold, (ii) influenza for elderly which has finished a clinical trial Phase I, (iii) Respiratory Syncytial Virus (RSV) which is at the pre-clinical stage and currently on hold and (iv) Chikungunya virus at the discovery stage and currently on hold.

  As of March 31, 2019, the Company was engaged in the pre-clinical testing of some of its vaccine candidates and a commercially viable product is not expected for several more years. However, the Company generated some revenue as of the prior quarter through license, collaboration and grant agreements. The Company is working on several research projects with commercial partners for immunotherapy in the fields of allergy and oncology. The allergy project is in collaboration with Anergis SA, for which the Company prepared virosome based vaccines which include Anergis peptides for treating birch pollen allergy. These formulations were tested in preclinical studies and compared to the Anergis earlier formulations. The success criteria were met and Anergis has now a time limited exclusive option to enter into a License and Collaboration Agreement (“LCA”) with Mymetics for the use of virosomes in the field of allergies that will require it to raise funds from third parties to pay Mymetics the license fee under the terms of the LCA and the clinical development, and there is no certainty that Anergis will be able to do so. The Company also finished the grant funded project in the field of HIV from the EU Horizon 2020 and Switzerland SERI which focused on developing thermostable and cold chain independent virosome based vaccines (MACIVIVA project). This project ended on November 3, 2018. Management believes that the Company’s research and development activities will result in valuable intellectual property that can generate significant revenues in the future through licensing. Vaccines are one of the fastest growing markets in the pharmaceutical industry.

These consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced negative cash flows from operations and significant losses since inception resulting in an accumulated deficit of E85,903 at March 31, 2019. Further, the Company’s current liabilities exceed its current assets by E54,948 as of March 31, 2019, and there is no assurance that cash will become available to pay current liabilities in the near term. Management is seeking additional financing but there can be no assurance that management will be successful in any of those efforts. These conditions raise substantial doubt about our ability to continue as a going concern within one year from the issuance of the financial statements.

7

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated.

NEW ACCOUNTING PRONOUNCEMENT

  In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02, Leases: Topic 842 (ASU 2016-02), which replaces existing lease guidance. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use (ROU) assets and corresponding lease liabilities on the balance sheet. The new standard initially required application with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. In July 2018, this requirement was amended with the issuance of Accounting Standards Update No. 2018-11, Leases: Topic 842: Targeted Improvements (ASU 2018-11), which permits an additional (and optional) transition method to adopt the new leases standard.

  The Company adopted ASU 2016-02 and related ASUs, collectively ASC 842, on January 1, 2019 using the optional transition method. Consequently, periods before January 1, 2019 will continue to be reported in accordance with the prior accounting guidance, ASC 840, Leases.

  The Company elected the package of practical expedients, which permits the Company to retain prior conclusions about lease identification, lease classification and initial direct costs for leases that commenced before January 1, 2019. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. The Company also elected the practical expedient to combine lease and non-lease components for all of its leases. Adoption of ASC 842 did not affect the Company’s consolidated financial statements’ at January 1, 2019, as one of its leases is considered short-term and the other is not material to the consolidated financial statements.

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 period. 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 comprehensive loss. 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

We consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. Cash deposits are occasionally in excess of insured amounts.

REVENUE RECOGNITION

Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we assess the goods or services promised within each contract and determine those that are performance obligations, and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The Company has concluded that government grants are not within the scope of Topic 606, as they do not meet the definition of a contract with a “customer”. We concluded the definition of a contract with a “customer” was not met as the counterparty to the government grants has not contracted to obtain goods or services and thus the contracts are not considered to have commercial substance. Government grants provide the Company with payments for certain types of expenditures related to research and development activities over a contractually defined period. Revenue from government grants is recognized in the period during which the related costs are incurred, provided that the applicable conditions under the government contracts have been met.

8

Grant Revenue - HORIZON 2020

  In April 2015, the Company was selected to receive project grants with a total of E8.4 million. A total of E5.3 million would be funded as part of Horizon 2020, the European Union research and innovation framework program and up to E3.1 million of funding would be provided by the Swiss State “Secretariat for Education, Research and Innovation” (SERI) for the Swiss based consortium partners. The grant funded the evaluation, development and manufacturing scale-up of thermo-stable and cold-chain independent nano-pharmaceutical virosome-based vaccine candidates. Of the total amount, E3.8 million was directly attributable to Mymetics’ activities, with the remaining balance going to the consortium partners and has not been part of Mymetics financial statements. The project started on May 4, 2015 and officially ended on November 3, 2018, after which a final report had been prepared, presented and submitted to the EU for a total costs declared of E8,262 for the total project and E3,673 for Mymetics.

  The amounts mentioned in the following statements are purely related to Mymetics and not to the other partners in the project: The Company received a pre-payment from the two granting organizations for a total value of E1,554 in May 2015, a second tranche of E917 from the EU was received in December 2016, and E614 from “SERI” was received in April 2017, which was used to finance the next reporting covering the period of November 2016 to October 2017. In November 2017, the Company submitted the second report and a new funding request, which resulted in another tranche of funding from the EU of E77 received in February 2018. This brought the total funding received at December 31, 2018 to E3,162, which represented 82% of the awarded grant contribution. On December 21, 2018, the final report was submitted to the EU with a total cost incurred by the Company of E3,673, which represented 96% of the maximum grant. The report has been audited and validated by the EU and SERI for a total eligible cost of E3,368. As a result, the Company received a final amount of E164 by the EU in February 2019 and E342 by SERI in March 2019. No revenue has been recognized related to this grant during the period ended March 31, 2019.

RECEIVABLES

  Receivables are stated at their outstanding principal balances. Management reviews the collectability of receivables on a periodic basis and determines the appropriate amount of any allowance. There was no allowance necessary at March 31, 2019 or December 31, 2018. The Company writes off receivables to the allowance when management determines that a receivable is not collectible. The Company may retain a security interest in the products sold.

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost and is depreciated over its estimated useful life on straight-line basis from the date placed in service. Estimated useful lives are usually taken as three years.

IMPAIRMENT OF LONG LIVED ASSETS

Long-lived assets, which include property and equipment, are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. The impairment testing involves comparing the carrying amount to the forecasted undiscounted future cash flows generated by that asset. In the event the carrying value of the assets exceeds the undiscounted future cash flows generated by that asset and the carrying value is not considered recoverable, impairment exists. An impairment loss is measured as the excess of the asset’s carrying value over its fair value, calculated using a discounted future cash flow method. An impairment loss would be recognized in net income (loss) in the period that the impairment occurs.

GOODWILL

  Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. The Company typically performs its annual goodwill impairment test effective as of April 1 of each year, unless events or circumstances indicate impairment may have occurred before that time. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. After assessing qualitative factors, the Company determined that no further testing was necessary. If further testing was necessary, the Company would determine the fair value of each reporting unit, and compare the fair value to the reporting unit’s carrying amount. The Company has one reporting unit.

RESEARCH AND DEVELOPMENT

Research and development costs are expensed as incurred.

9

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.

The Company reports a liability, if any, for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties, if any, are recorded as a component of interest expense and other expense, respectively.

The Company has not recorded any liabilities for uncertain tax positions or any related interest and penalties at March 31, 2019 or December 31, 2018. The Company’s United States tax returns are open to audit for the years ended December 31, 2015 to 2018. The returns for the Swiss subsidiary, Mymetics S.A., are open to audit for the year ended December 31, 2018. The returns for the Netherlands subsidiaries, Bestewil B.V. and Mymetics B.V., are open to audit for the year ended December 31, 2018.

EARNINGS PER SHARE

  Basic earnings per share is computed by dividing net income or loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. For the quarters ended March 31, 2019 and 2018, options and convertible debt were not included in the computation of diluted earnings per share because their effect would be anti-dilutive due to net losses incurred under the treasury stock method.

For the three months ended March 31, 2019, the basic weighted average number of shares was 303,757,622. The total potential number of shares issuable of 668,933,362 at March 31, 2019 includes 639,833,362 potential issuable shares related to convertible loans and 29,100,000 potential issuable shares related to outstanding not expired options granted to employees.

For the three months ended March 31, 2018, the basic weighted average number of shares was 303,757,622. The total potential number of shares issuable of 632,333,684 at March 31, 2018 includes 603,233,684 potential issuable shares related to convertible loans and 29,100,000 potential issuable shares related to outstanding not expired options granted to employees.

PREFERRED STOCK

The Company has authorized 5,000,000 shares of preferred stock that may be issued in several series with varying dividend, conversion and voting rights. No preferred shares are issued or outstanding at March 31, 2019 or December 31, 2018.

STOCK-BASED COMPENSATION

  Compensation cost for all share-based payments is based on the estimated grant-date fair value. The Company amortizes stock compensation cost ratably over the requisite service period.

The issuance of common shares for services is recorded at the quoted price of the shares on the date the shares are issued. No shares were issued to individuals as fee for services rendered in the three months ended March 31, 2019 nor in the three months ended March 31, 2018.

Stock compensation expense amounted to E2 and E6 during the three months periods ended March 31, 2019 and 2018, respectively, and is included in the consolidated statements of comprehensive loss within general and administrative expenses.

10

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 VALUE MEASUREMENTS

Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

Level 1-

Quoted prices in active markets for identical assets or liabilities.

Level 2-

Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. 

Level 3-

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 

FAIR VALUES OF FINANCIAL INSTRUMENTS

The Company generally has the following financial instruments: cash, receivables, accounts payable, and notes payable. The carrying value of cash, receivables and accounts payable, approximates their fair value based on the short-term nature of these financial instruments. Management believes that it is not practicable to estimate the fair value of the notes payable due to the unique nature of these instruments.

CONCENTRATIONS

  The Company derived 100% of grant revenue for the three month period ended March 31, 2018 from one partner.

RELATED PARTY TRANSACTIONS

Mr. Ernest M. Stern, the Company’s outside U.S. counsel, is both a director of the Company and is a partner in Culhane Meadows PLLC, the firm retained as legal counsel by the Company. The Company incurred professional fees to the counsel's law firm totaling E8 and E6 for the three months ended March 31, 2019 and 2018, respectively.

Two of the Company’s major shareholders have granted secured convertible notes and short term convertible notes and promissory notes, which have a total carrying amount of E55,085, including interest due to date. Conversion prices on the Euro-denominated convertible debt have been fixed to a fixed Euro/US dollar exchange rate.

Note 2. Debt Financing

Certain principal shareholders have granted the Company secured convertible notes (in accordance with the Uniform Commercial Code in the State of Delaware), short term convertible notes and other short term notes, which have a total carrying value of E55,479 including interest due to date. Interest incurred on these notes since inception has been added to the principal amounts.

11

The details of the convertible notes and loans are as follows at March 31, 2019:

						Fixed
					Conversion	Rate
Lender	1st-Issue	Principal	Duration	Interest	Price	EUR/USD
Price	Date	Amount	(Note)	Rate	(stated)	Conversion
Eardley Holding A.G. (1)	06/23/2006	E169	(2)	10% pa	$0.10	N/A
Anglo Irish Bank S.A.(3)	10/21/2007	E500	(2)	10% pa	$0.50	1.4090
Round Enterprises Ltd.	12/10/2007	E1,500	(2)	10% pa	$0.50	1.4429
Round Enterprises Ltd.	01/22/2008	E1,500	(2)	10% pa	$0.50	1.4629
Round Enterprises Ltd.	04/25/2008	E2,000	(2)	10% pa	$0.50	1.5889
Round Enterprises Ltd.	06/30/2008	E1,500	(2)	10% pa	$0.50	1.5380
Round Enterprises Ltd.	11/18/2008	E1,200	(2)	10% pa	$0.50	1.2650
Round Enterprises Ltd.	02/09/2009	E1,500	(2)	10% pa	$0.50	1.2940
Round Enterprises Ltd.	06/15/2009	E5,500	(2,4)	10% pa	$0.80	1.4045
Eardley Holding A.G.	06/15/2009	E100	(2,4)	10% pa	$0.80	1.4300
Von Meyenburg	08/03/2009	E200	(2)	10% pa	$0.80	1.4400
Round Enterprises Ltd.	10/13/2009	E2,000	(2)	5% pa	$0.25	1.4854
Round Enterprises Ltd.	12/18/2009	E2,200	(2)	5% pa	$0.25	1.4338
Round Enterprises Ltd.	08/04/2011	E1,070	(5,6)	10% pa	$0.034	N/A
Eardley Holding A.G.	08/04/2011	E268	(5,6)	10% pa	$0.034	N/A
Round Enterprises Ltd.	11/08/2011	E400	(6)	10% pa	$0.034	1.3787
Eardley Holding A.G.	11/08/2011	E100	(6)	10% pa	$0.034	1.3787
Round Enterprises Ltd.	02/10/2012	E1,000	(6)	10% pa	$0.034	1.3260
Eardley Holding A.G.	02/14/2012	E200	(6)	10% pa	$0.034	1.3260
Round Enterprises Ltd.	04/19/2012	E322	(6)	10% pa	$0.034	1.3100
Eardley Holding A.G.	04/19/2012	E80	(6)	10% pa	$0.034	1.3100
Round Enterprises Ltd.	05/04/2012	E480	(6)	10% pa	$0.034	1.3152
Eardley Holding A.G.	05/04/2012	E120	(6)	10% pa	$0.034	1.3152
Round Enterprises Ltd.	09/03/2012	E200	(6)	10% pa	$0.034	1.2576
Eardley Holding A.G.	09/03/2012	E50	(6)	10% pa	$0.034	1.2576
Round Enterprises Ltd.	11/14/2012	E500	(6)	10% pa	$0.034	1.2718
Eardley Holding A.G.	12/06/2012	E125	(6)	10% pa	$0.034	1.3070
Round Enterprises Ltd.	01/16/2013	E240	(6)	10% pa	$0.034	1.3318
Eardley Holding A.G.	01/16/2013	E60	(6)	10% pa	$0.034	1.3318
Round Enterprises Ltd.	03/25/2013	E400	(6)	10% pa	$0.037	1.2915
Eardley Holding A.G.	04/14/2013	E150	(6)	10% pa	$0.034	1.3056
Round Enterprises Ltd.	04/14/2013	E600	(6)	10% pa	$0.034	1.3056
Eardley Holding A.G.	05/15/2013	E170	(6)	10% pa	$0.037	1.2938
Round Enterprises Ltd.	05/15/2013	E680	(6)	10% pa	$0.037	1.2938
Eardley Holding A.G.	06/24/2013	E60	(6)	10% pa	$0.025	1.3340
Round Enterprises Ltd.	06/24/2013	E240	(6)	10% pa	$0.025	1.3340
Eardley Holding A.G.	08/05/2013	E80	(6)	10% pa	$0.018	1.3283
Round Enterprises Ltd.	08/05/2013	E320	(6)	10% pa	$0.018	1.3283
Eardley Holding A.G.	03/01/2017	E230	(2)	2.5% pa	N/A	N/A
Round Enterprises Ltd.	03/01/2017	E920	(2)	2.5% pa	N/A	N/A
Eardley Holding A.G.	10/18/2017	E230	(2)	2.5% pa	N/A	N/A
Round Enterprises Ltd.	10/18/2017	E920	(2)	2.5% pa	N/A	N/A
Eardley Holding A.G.	06/01/2018	E160	(7)	2.5% pa	N/A	N/A
Round Enterprises Ltd.	06/01/2018	E640	(7)	2.5% pa	N/A	N/A
Eardley Holding A.G.	11/10/2018	E160	(7)	2.5% pa	N/A	N/A
Round Enterprises Ltd.	11/10/2018	E640	(7)	2.5% pa	N/A	N/A
Total Short Term Principal Amounts		E31,684
Accrued Interest		E23,795
TOTAL LOANS AND NOTES		E55,479

12

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

(6) 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.

(7) On June 1, 2018, Round Enterprises Ltd. and Eardley Holding AG each provided two promissory Notes for a total of E1,280 and E320 in two tranches, respectively, with a 2.5% interest per annum. The first tranche of the promissory Notes of E640 and E160, respectively, were provided immediately. The second tranche of the promissory notes of E640 and E160, respectively, were provided on November 10, 2018 with a 2.5% interest per annum. The maturity date of these promissory notes to follow the same principle of other convertible loans and is the later of (i) June 30, 2019, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes.

Note 3. Subsequent Events

On April 29, 2019, Mymetics announced that the National Institutes of Health (NIH) has awarded Mymetics and Texas Biomedical Research Institute (Texas Biomed) a five-year grant for the project called “Cold Chain-independent, Needle-free Mucosal Virosomal Vaccine to Prevent HIV-1 Acquisition at Mucosal Levels”.

The project starts on May 1, 2019 and is planned for five years. The overall budget related to the project is USD 8.67 million, with USD 1.9 million approved for the first year. The overall portion of the grant allocated to the Company is USD 6.76 million, with USD 1.2 million approved for the first year. It is co-led by Dr. Ruprecht of the Texas Biomedical Research Institute and Dr. Fleury, Mymetics CSO, and includes sub-awards to Dr. François Villinger of the University of Louisiana at Lafayette, and Dr. Sarah Ratcliffe of the University of Virginia. First results are expected to be reported in 2020.

The project has the objective to prepare Mymetics’ promising HIV-1 vaccine candidate for clinical trials. The vaccine is created to induce protective mucosal antibodies acting as a frontline defense against sexual HIV transmission. This newly awarded grant from the NIH can continue some of the developments that were achieved during the European Horizon 2020 project.

Note 4. Leases

The facility lease agreement for Epalinges, Switzerland, is automatically renewed month by month with a notice period of three months. The related rent is paid monthly in the amount of E4 and is considered a short-term lease. The facility lease agreement for Leiden, The Netherlands, runs until March 31, 2020 and can be terminated with a six months' notice period. The related rent is paid monthly in the amount of E9. This lease is not considered short-term, however, the effect of recording the right to use asset and related liability are not material to the consolidated financial statements. The Company doesn't have any other operating lease for its research and development facilities, corporate headquarter, offices and equipment.

13

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 March 31, 2019 and 2018 should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2018 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, 2018 and, to the extent included therein, our quarterly reports on Form 10-Q filed during fiscal year 2018.

THREE MONTHS ENDED MARCH 31, 2019 AND 2018

For the three months ended March 31, 2019, no revenue was earned. Revenue was E297 for the three months ended March 31, 2018, mainly related to the revenue recognized for the work performed under the Horizon 2020 grants.

Costs and expenses increased to E559 for the three months ended March 31, 2019 from E533 (+4.8%) for the three months ended March 31, 2018. While R&D expenses were lower as the Maciviva project ended, there was an increase mainly due to the foreign exchange loss from the revaluation of shareholders’ loans based in US$.

Research and development expenses decreased to E215 in the current period from E308 (-30.2%) in the comparative period of 2018, mainly due to E85 of subcontracting services paid during the three month period ending March 2018 in relation with the Horizon 2020 Maciviva project. During the three months ended March 31, 2019, no R&D expenses have been incurred related to the Horizon 2020 Maciviva project as the projected ended in November 2018.

General and administrative expenses of E278 in the three months ended March 31, 2019 are comparable with E277 incurred in the comparative period of 2018.

Foreign exchange (gain) loss increased to E55 for the three months ended March 31, 2019 from (E65) (+184.6%) for the three months ended March 31, 2018, mainly due to the foreign exchange revaluation impact of shareholders’ loans based in US$.

Interest expense increased to E666 for the three months ended March 31, 2019 from E653 for the three months ended March 31, 2018 related to existing loans from third party investors.

The Company reported a net loss of (E1,228), or (E0.00) per share, for the three months ended March 31, 2019, compared to a net loss of (E898), or (E0.00) per share, for the three months ended March 31, 2018.

14

LIQUIDITY AND CAPITAL RESOURCES

We had cash of E475 at March 31, 2019 compared to E479 at December 31, 2018.

  During 2018 our revenue has been generated through the Horizon 2020 project, which has now come to an end. For 2019, new significant revenues will not be expected, unless and until a major licensing agreement or other commercial arrangement is entered into with respect to our technology or new grant financings are awarded.

As of March 31, 2019, we had an accumulated deficit of approximately E86 million, and had net loss of E1,228 in the three month period ending on that date. We expect to continue to incur net losses in the future for research, development and activities related to the future licensing of our technologies, and because of the accrual of interest payable on existing loans.

Net cash used from operating activities was E9 for the three month period ended March 31, 2019. During the three month period ending March 31, 2018 net cash used from operating activities was E634 mainly due to the subcontracting services paid during the three month period ending March 31, 2018 and final funding amount received during the three month period ending March 31, 2019, both related to the Maciviva project.

Net cash used from investing activities was NIL during the three months ended March 31, 2019 and 2018.

Net cash provided from financing activities is NIL for the three months ended March 31, 2019 and 2018.

  Salaries and related payroll costs represent gross salaries for two executives, our CSO of Mymetics BV and seven employees. Under Executive Employment Agreements with our CEO and two CSOs, we pay our executive officers a combined amount of E65 per month.

  Our Swiss subsidiary, Mymetics S.A., has, besides the CEO and CSO, two additional employees on its payroll: Director of Finance and Head of Manufacturing and Quality. Mymetics BV has, besides the full time Chief Scientific Officer, three full-time technicians and one part-time assistant.

  We intend to continue to incur additional expenditures during the next nine months for additional research and development of our HIV, Influenza vaccines and immunotherapy projects, which we will try to seek through collaborations with pharmaceutical companies or with not-for-profit organizations. These expenditures will relate to the continued research and testing of these prototype vaccines and are included in the monthly cash outflow described above.

  In the past, we have financed our research and development activities primarily through debt and equity financings from various parties and through license and collaboration agreements and grant agreements.

  We anticipate that our normal operations will require approximately E1,200 of cash in the year ending December 31, 2019. We will seek to raise the required capital from equity or debt financings, and grants through donors and 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 satisfactory terms, or at all, to finance our operations. In the event that we are not able to obtain such additional capital, we will be required to further restrict or even cease our operations.

Monthly fixed and recurring expenses for "Property leases" of E13 represent the monthly lease and maintenance payments to unaffiliated third parties for our offices, of which E4 is related to our executive office located at Route de la Corniche 4, 1066 Epalinges in Switzerland (100 square meters), and E9 related to Bestewil Holding B.V. and its subsidiary Mymetics B.V operating from a similar biotechnology campus near Leiden in the Netherlands, where they occupy 204 square meters.

Included in professional fees are legal fees paid to outside corporate counsel and audit and review fees paid to our independent accountants, and fees paid for investor relations.

Cumulative interest expense of E23,795 has been accrued on all of the Company’s outstanding notes and advances (see detailed table in Note 2 to the financial statements).

15

RECENT FINANCING ACTIVITIES

  During the three month period ending March 31, 2019, our principal source of funds has been promissory notes received in a prior quarter from our two main investors and the final payment for the Maciviva project.

  We have filed or are in the process of filing several new grant applications with U.S. and European institutions in relation to our virosome based vaccines.

  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 vaccines pre-clinical research costs for new virosome vaccine.

  Management anticipates that our existing capital resources will be sufficient to fund our cash requirements through the next five months. We have cash presently on hand in conjunction with the collection of receivables, based upon our current levels of expenditures and anticipated needs during this period. For 2019, we will need additional funding through future collaborative arrangements, licensing arrangements, and debt and equity financings under Regulation D and Regulation S under the Securities Act of 1933. We do not know whether additional financing will be available on commercially acceptable terms when needed.

  If management 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 unable to secure such additional financing when needed, we will have to curtail or suspend all or a portion of our business activities and could be required to cease operations entirely. Further, if new equity securities are issued, our shareholders may experience severe dilution of their ownership percentage.

  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 our present projects and future clinical trials.

OFF-BALANCE SHEET ARRANGEMENTS

None

16

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET 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, as specified on the individual loan notes.

ITEM 4. 

CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation and supervision of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and determined that our disclosure controls and procedures were effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

No changes of internal control over financial reporting were made in the three months ended March 31, 2019.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

Our management, Ronald Kempers, who is both CEO and CFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

17

PART II.  

OTHER INFORMATION

ITEM 1. 

LEGAL PROCEEDINGS

Neither we, nor our wholly owned subsidiaries Mymetics S.A., Bestewil Holding B.V. nor its subsidiary Mymetics B.V. are presently involved in any litigation incident to our business.

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. 

MINE SAFETY DISCLOSURES

None.

ITEM 5. 

OTHER INFORMATION

None.

ITEM 6. 

EXHIBITS

EXHIBIT NUMBER DESCRIPTION

31.1  

Rule 13a-14(a)/15d-14(a) Certification of Chief

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

101.INS 

Instance Document

101.SCH 

XBRL Taxonomy Extension Schema Document

101.CAL 

XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE 

XBRL Taxonomy Extension Presentation Linkbase Document

18

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.

	MYMETICS CORPORATION
Dated:  May 15 2019	By:	/s/ Ronald Kempers
		Chief Executive Officer / Chief Financial Officer

 19

EX-31.1

Exhibit 31.1

CERTIFICATIONS

CHIEF EXECUTIVE OFFICER I, Ronald Kempers, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mymetics Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 15, 2019                 By: /s/ Ronald Kempers

                                                              Chief Executive Officer

EX-31.2

Exhibit 31.2

CHIEF FINANCIAL OFFICER I, Ronald Kempers, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mymetics Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 15, 2019                 By: /s/ Ronald Kempers

                                                Chief Financial Officer

EX-32.1

Exhibit 32

PURSUANT TO 18 U.S.C. 1350

Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Mymetics Corporation, a Delaware corporation (the "Company"), does hereby certify, to such officer's knowledge, that:

The Quarterly Report on Form 10-Q for the three months ended March 31, 2019 (the "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 15, 2019                 By: /s/ Ronald Kempers

                                                  Chief Executive Officer / Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as a separate disclosure document.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 15, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	MYMETICS CORP
Entity Central Index Key	0000927761
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Trading Symbol	MYMX
Entity Common Stock, Shares Outstanding		303,757,622
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2019

XML

CONSOLIDATED BALANCE SHEETS (UNAUDITED) - EUR (€) € in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current Assets
Cash	€ 475	€ 479
Receivables	48	585
Prepaid expenses	44	37
Total current assets	567	1,101
Property and equipment, net of accumulated depreciation of E439 at March 31, 2019 and E434 at December 31, 2018	31	36
Goodwill	6,671	6,671
Total assets	7,269	7,808
Current Liabilities
Accounts payable	36	75
Non-convertible notes payable and related accrued interest to related parties	4,026	4,002
Convertible notes payable and related accrued interest to related parties	51,453	50,756
Total liabilities	55,515	54,833
Shareholders' Equity (Deficit)
Common stock, U.S. $0.01 par value; 1,000,000,000 shares authorized; issued and outstanding 303,757,622 at March 31, 2019 and at December 31, 2018	2,530	2,530
Preferred stock, U.S. $0.01 par value; 5,000,000 shares authorized; none issued or outstanding	0	0
Additional paid-in capital	34,443	34,441
Accumulated deficit	(85,903)	(84,675)
Accumulated other comprehensive income	684	679
Total shareholders' equity (deficit)	(48,246)	(47,025)
Total liabilities and shareholders' equity (deficit)	€ 7,269	€ 7,808

XML

CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - EUR (€) € in Thousands	Mar. 31, 2019	Dec. 31, 2018
ASSETS
Property and equipment, accumulated depreciation	€ 439	€ 434
Shareholders' Equity (Deficit)
Common stock, par value	€ .01	€ .01
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	303,757,622	303,757,622
Common stock, shares outstanding	303,757,622	303,757,622
Preferred stock, par value	€ .01	€ .01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - EUR (€) € in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenue
Research and development services	€ 0	€ 0
Grants	0	297
Total revenue	0	297
Expenses
Research and development	215	308
General and administrative	278	277
Bank fee	1
Depreciation	5	8
Directors' fees	5	5
Foreign exchange (gain) loss	55	(65)
Total expenses	559	533
Operating Loss	(559)	(236)
Interest expense	666	653
Loss before income tax provision	(1,225)	(889)
Income tax provision	(3)	(9)
Net loss	(1,228)	(898)
Other comprehensive income (loss)
Foreign currency translation adjustment	5	(1)
Comprehensive loss	€ (1,223)	€ (899)
Basic and diluted loss per share	€ (0.00)	€ (0.00)

XML

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) - EUR (€) € in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Total
Balance at Dec. 31, 2017	€ 2,530	€ 34,428	€ (80,503)	€ 667	€ (42,878)
Balance (in shares) at Dec. 31, 2017	303,757,622
Stock compensation expense - options		6			6
Net loss for the year			(898)		(898)
Translation adjustment				(1)	(1)
Balance at Mar. 31, 2018	€ 2,530	34,434	(81,401)	666	(43,771)
Balance (in shares) at Mar. 31, 2018	303,757,622
Balance at Dec. 31, 2018	€ 2,530	34,441	(84,675)	679	(47,025)
Balance (in shares) at Dec. 31, 2018	303,757,622
Stock compensation expense - options		2			2
Net loss for the year			(1,228)		(1,228)
Translation adjustment				5	5
Balance at Mar. 31, 2019	€ 2,530	€ 34,443	€ (85,903)	€ 684	€ (48,246)
Balance (in shares) at Mar. 31, 2019	303,757,622

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - EUR (€) € in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash Flow from Operating Activities
Net loss	€ (1,228)	€ (898)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	5	8
Stock compensation expense - options	2	6
Changes in operating assets and liabilities
Receivables	537	33
Accrued interests on notes payable	721	586
Accounts payable	(39)	(166)
Deferred revenue from grants	0	(189)
Other	(7)	(14)
Net cash used in operating activities	(9)	(634)
Cash Flows from Financing Activities
Effect of foreign exchange rate on cash	5	(1)
Net change in cash	(4)	(635)
Cash, beginning of period	479	1,180
Cash, end of period	€ 475	€ 545

XML

1. The Company and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

The Company and Summary of Significant Accounting Policies

BASIS OF PRESENTATION AND GOING CONCERN

The amounts in the notes are shown in thousands of EURO, unless otherwise noted, and rounded to the nearest thousand except for share and per share amounts.

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, 2018.

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 ending March 31, 2019 were of a normal and recurring nature.

  The Company was created for the purpose of engaging in vaccine research and development. Its main research efforts in the beginning have been concentrated in the prevention and treatment of the AIDS virus and malaria. The Company has established a network which enables it to work with education centers, research centers, pharmaceutical laboratories and biotechnology companies. Besides the HIV and malaria vaccine candidates under development, the Company additionally has the following vaccines in its pipeline; (i) Herpes Simplex which is at the pre-clinical stage and currently on hold, (ii) influenza for elderly which has finished a clinical trial Phase I, (iii) Respiratory Syncytial Virus (RSV) which is at the pre-clinical stage and currently on hold and (iv) Chikungunya virus at the discovery stage and currently on hold.

  As of March 31, 2019, the Company was engaged in the pre-clinical testing of some of its vaccine candidates and a commercially viable product is not expected for several more years. However, the Company generated some revenue as of the prior quarter through license, collaboration and grant agreements. The Company is working on several research projects with commercial partners for immunotherapy in the fields of allergy and oncology. The allergy project is in collaboration with Anergis SA, for which the Company prepared virosome based vaccines which include Anergis peptides for treating birch pollen allergy. These formulations were tested in preclinical studies and compared to the Anergis earlier formulations. The success criteria were met and Anergis has now a time limited exclusive option to enter into a License and Collaboration Agreement (“LCA”) with Mymetics for the use of virosomes in the field of allergies that will require it to raise funds from third parties to pay Mymetics the license fee under the terms of the LCA and the clinical development, and there is no certainty that Anergis will be able to do so. The Company also finished the grant funded project in the field of HIV from the EU Horizon 2020 and Switzerland SERI which focused on developing thermostable and cold chain independent virosome based vaccines (MACIVIVA project). This project ended on November 3, 2018. Management believes that the Company’s research and development activities will result in valuable intellectual property that can generate significant revenues in the future through licensing. Vaccines are one of the fastest growing markets in the pharmaceutical industry.

These consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced negative cash flows from operations and significant losses since inception resulting in an accumulated deficit of E85,903 at March 31, 2019. Further, the Company’s current liabilities exceed its current assets by E54,948 as of March 31, 2019, and there is no assurance that cash will become available to pay current liabilities in the near term. Management is seeking additional financing but there can be no assurance that management will be successful in any of those efforts. These conditions raise substantial doubt about our ability to continue as a going concern within one year from the issuance of the financial statements.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated.

NEW ACCOUNTING PRONOUNCEMENT

  In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02, Leases: Topic 842 (ASU 2016-02), which replaces existing lease guidance. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use (ROU) assets and corresponding lease liabilities on the balance sheet. The new standard initially required application with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. In July 2018, this requirement was amended with the issuance of Accounting Standards Update No. 2018-11, Leases: Topic 842: Targeted Improvements (ASU 2018-11), which permits an additional (and optional) transition method to adopt the new leases standard.

  The Company adopted ASU 2016-02 and related ASUs, collectively ASC 842, on January 1, 2019 using the optional transition method. Consequently, periods before January 1, 2019 will continue to be reported in accordance with the prior accounting guidance, ASC 840, Leases.

  The Company elected the package of practical expedients, which permits the Company to retain prior conclusions about lease identification, lease classification and initial direct costs for leases that commenced before January 1, 2019. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. The Company also elected the practical expedient to combine lease and non-lease components for all of its leases. Adoption of ASC 842 did not affect the Company’s consolidated financial statements’ at January 1, 2019, as one of its leases is considered short-term and the other is not material to the consolidated financial statements.

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 period. 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 comprehensive loss. 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

We consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. Cash deposits are occasionally in excess of insured amounts.

REVENUE RECOGNITION

Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we assess the goods or services promised within each contract and determine those that are performance obligations, and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The Company has concluded that government grants are not within the scope of Topic 606, as they do not meet the definition of a contract with a “customer”. We concluded the definition of a contract with a “customer” was not met as the counterparty to the government grants has not contracted to obtain goods or services and thus the contracts are not considered to have commercial substance. Government grants provide the Company with payments for certain types of expenditures related to research and development activities over a contractually defined period. Revenue from government grants is recognized in the period during which the related costs are incurred, provided that the applicable conditions under the government contracts have been met.

Grant Revenue - HORIZON 2020

  In April 2015, the Company was selected to receive project grants with a total of E8.4 million. A total of E5.3 million would be funded as part of Horizon 2020, the European Union research and innovation framework program and up to E3.1 million of funding would be provided by the Swiss State “Secretariat for Education, Research and Innovation” (SERI) for the Swiss based consortium partners. The grant funded the evaluation, development and manufacturing scale-up of thermo-stable and cold-chain independent nano-pharmaceutical virosome-based vaccine candidates. Of the total amount, E3.8 million was directly attributable to Mymetics’ activities, with the remaining balance going to the consortium partners and has not been part of Mymetics financial statements. The project started on May 4, 2015 and officially ended on November 3, 2018, after which a final report had been prepared, presented and submitted to the EU for a total costs declared of E8,262 for the total project and E3,673 for Mymetics.

  The amounts mentioned in the following statements are purely related to Mymetics and not to the other partners in the project: The Company received a pre-payment from the two granting organizations for a total value of E1,554 in May 2015, a second tranche of E917 from the EU was received in December 2016, and E614 from “SERI” was received in April 2017, which was used to finance the next reporting covering the period of November 2016 to October 2017. In November 2017, the Company submitted the second report and a new funding request, which resulted in another tranche of funding from the EU of E77 received in February 2018. This brought the total funding received at December 31, 2018 to E3,162, which represented 82% of the awarded grant contribution. On December 21, 2018, the final report was submitted to the EU with a total cost incurred by the Company of E3,673, which represented 96% of the maximum grant. The report has been audited and validated by the EU and SERI for a total eligible cost of E3,368. As a result, the Company received a final amount of E164 by the EU in February 2019 and E342 by SERI in March 2019. No revenue has been recognized related to this grant during the period ended March 31, 2019.

RECEIVABLES

  Receivables are stated at their outstanding principal balances. Management reviews the collectability of receivables on a periodic basis and determines the appropriate amount of any allowance. There was no allowance necessary at March 31, 2019 or December 31, 2018. The Company writes off receivables to the allowance when management determines that a receivable is not collectible. The Company may retain a security interest in the products sold.

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost and is depreciated over its estimated useful life on straight-line basis from the date placed in service. Estimated useful lives are usually taken as three years.

IMPAIRMENT OF LONG LIVED ASSETS

Long-lived assets, which include property and equipment, are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. The impairment testing involves comparing the carrying amount to the forecasted undiscounted future cash flows generated by that asset. In the event the carrying value of the assets exceeds the undiscounted future cash flows generated by that asset and the carrying value is not considered recoverable, impairment exists. An impairment loss is measured as the excess of the asset’s carrying value over its fair value, calculated using a discounted future cash flow method. An impairment loss would be recognized in net income (loss) in the period that the impairment occurs.

GOODWILL

  Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. The Company typically performs its annual goodwill impairment test effective as of April 1 of each year, unless events or circumstances indicate impairment may have occurred before that time. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. After assessing qualitative factors, the Company determined that no further testing was necessary. If further testing was necessary, the Company would determine the fair value of each reporting unit, and compare the fair value to the reporting unit’s carrying amount. The Company has one reporting unit.

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.

The Company reports a liability, if any, for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties, if any, are recorded as a component of interest expense and other expense, respectively.

The Company has not recorded any liabilities for uncertain tax positions or any related interest and penalties at March 31, 2019 or December 31, 2018. The Company’s United States tax returns are open to audit for the years ended December 31, 2015 to 2018. The returns for the Swiss subsidiary, Mymetics S.A., are open to audit for the year ended December 31, 2018. The returns for the Netherlands subsidiaries, Bestewil B.V. and Mymetics B.V., are open to audit for the year ended December 31, 2018.

EARNINGS PER SHARE

  Basic earnings per share is computed by dividing net income or loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. For the quarters ended March 31, 2019 and 2018, options and convertible debt were not included in the computation of diluted earnings per share because their effect would be anti-dilutive due to net losses incurred under the treasury stock method.

For the three months ended March 31, 2019, the basic weighted average number of shares was 303,757,622. The total potential number of shares issuable of 668,933,362 at March 31, 2019 includes 639,833,362 potential issuable shares related to convertible loans and 29,100,000 potential issuable shares related to outstanding not expired options granted to employees.

For the three months ended March 31, 2018, the basic weighted average number of shares was 303,757,622. The total potential number of shares issuable of 632,333,684 at March 31, 2018 includes 603,233,684 potential issuable shares related to convertible loans and 29,100,000 potential issuable shares related to outstanding not expired options granted to employees.

PREFERRED STOCK

The Company has authorized 5,000,000 shares of preferred stock that may be issued in several series with varying dividend, conversion and voting rights. No preferred shares are issued or outstanding at March 31, 2019 or December 31, 2018.

STOCK-BASED COMPENSATION

  Compensation cost for all share-based payments is based on the estimated grant-date fair value. The Company amortizes stock compensation cost ratably over the requisite service period.

The issuance of common shares for services is recorded at the quoted price of the shares on the date the shares are issued. No shares were issued to individuals as fee for services rendered in the three months ended March 31, 2019 nor in the three months ended March 31, 2018.

Stock compensation expense amounted to E2 and E6 during the three months periods ended March 31, 2019 and 2018, respectively, and is included in the consolidated statements of comprehensive loss within general and administrative expenses.

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 VALUE MEASUREMENTS

Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

Level 1- Quoted prices in active markets for identical assets or liabilities.

Level 2- Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. 

Level 3- Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 

FAIR VALUES OF FINANCIAL INSTRUMENTS

The Company generally has the following financial instruments: cash, receivables, accounts payable, and notes payable. The carrying value of cash, receivables and accounts payable, approximates their fair value based on the short-term nature of these financial instruments. Management believes that it is not practicable to estimate the fair value of the notes payable due to the unique nature of these instruments.

CONCENTRATIONS

  The Company derived 100% of grant revenue for the three month period ended March 31, 2018 from one partner.

RELATED PARTY TRANSACTIONS

Mr. Ernest M. Stern, the Company’s outside U.S. counsel, is both a director of the Company and is a partner in Culhane Meadows PLLC, the firm retained as legal counsel by the Company. The Company incurred professional fees to the counsel's law firm totaling E8 and E6 for the three months ended March 31, 2019 and 2018, respectively.

Two of the Company’s major shareholders have granted secured convertible notes and short term convertible notes and promissory notes, which have a total carrying amount of E55,085, including interest due to date. Conversion prices on the Euro-denominated convertible debt have been fixed to a fixed Euro/US dollar exchange rate.

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2. Debt Financing

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Debt Financing

Certain principal shareholders have granted the Company secured convertible notes (in accordance with the Uniform Commercial Code in the State of Delaware), short term convertible notes and other short term notes, which have a total carrying value of E55,479 including interest due to date. Interest incurred on these notes since inception has been added to the principal amounts.

The details of the convertible notes and loans are as follows at March 31, 2019:

													Fixed
										Conversion			Rate
Lender	1st-Issue		Principal			Duration			Interest	Price			EUR/USD
Price		Date			Amount				(Note)			Rate			(stated)	Conversion
Eardley Holding A.G. (1)	06/23/2006		E	169			(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	1,070			(5,6	)	10% pa	$	0.034			N/A
Eardley Holding A.G.	08/04/2011		E	268			(5,6	)	10% pa	$	0.034			N/A
Round Enterprises Ltd.	11/08/2011		E	400			(6	)	10% pa	$	0.034			1.3787
Eardley Holding A.G.	11/08/2011		E	100			(6	)	10% pa	$	0.034			1.3787
Round Enterprises Ltd.	02/10/2012		E	1,000			(6	)	10% pa	$	0.034			1.3260
Eardley Holding A.G.	02/14/2012		E	200			(6	)	10% pa	$	0.034			1.3260
Round Enterprises Ltd.	04/19/2012		E	322			(6	)	10% pa	$	0.034			1.3100
Eardley Holding A.G.	04/19/2012		E	80			(6	)	10% pa	$	0.034			1.3100
Round Enterprises Ltd.	05/04/2012		E	480			(6	)	10% pa	$	0.034			1.3152
Eardley Holding A.G.	05/04/2012		E	120			(6	)	10% pa	$	0.034			1.3152
Round Enterprises Ltd.	09/03/2012		E	200			(6	)	10% pa	$	0.034			1.2576
Eardley Holding A.G.	09/03/2012		E	50			(6	)	10% pa	$	0.034			1.2576
Round Enterprises Ltd.	11/14/2012		E	500			(6	)	10% pa	$	0.034			1.2718
Eardley Holding A.G.	12/06/2012		E	125			(6	)	10% pa	$	0.034			1.3070
Round Enterprises Ltd.	01/16/2013		E	240			(6	)	10% pa	$	0.034			1.3318
Eardley Holding A.G.	01/16/2013		E	60			(6	)	10% pa	$	0.034			1.3318
Round Enterprises Ltd.	03/25/2013		E	400			(6	)	10% pa	$	0.037			1.2915
Eardley Holding A.G.	04/14/2013		E	150			(6	)	10% pa	$	0.034			1.3056
Round Enterprises Ltd.	04/14/2013		E	600			(6	)	10% pa	$	0.034			1.3056
Eardley Holding A.G.	05/15/2013		E	170			(6	)	10% pa	$	0.037			1.2938
Round Enterprises Ltd.	05/15/2013		E	680			(6	)	10% pa	$	0.037			1.2938
Eardley Holding A.G.	06/24/2013		E	60			(6	)	10% pa	$	0.025			1.3340
Round Enterprises Ltd.	06/24/2013		E	240			(6	)	10% pa	$	0.025			1.3340
Eardley Holding A.G.	08/05/2013		E	80			(6	)	10% pa	$	0.018			1.3283
Round Enterprises Ltd.	08/05/2013		E	320			(6	)	10% pa	$	0.018			1.3283
Eardley Holding A.G.	03/01/2017		E	230			(2	)	2.5% pa		N/A			N/A
Round Enterprises Ltd.	03/01/2017		E	920			(2	)	2.5% pa		N/A			N/A
Eardley Holding A.G.	10/18/2017		E	230			(2	)	2.5% pa		N/A			N/A
Round Enterprises Ltd.	10/18/2017		E	920			(2	)	2.5% pa		N/A			N/A
Eardley Holding A.G.	06/01/2018		E	160			(7	)	2.5% pa		N/A			N/A
Round Enterprises Ltd.	06/01/2018		E	640			(7	)	2.5% pa		N/A			N/A
Eardley Holding A.G.	11/10/2018		E	160			(7	)	2.5% pa		N/A			N/A
Round Enterprises Ltd.	11/10/2018		E	640			(7	)	2.5% pa		N/A			N/A
Total Short Term Principal Amounts			E	31,684
Accrued Interest			E	23,795
TOTAL LOANS AND NOTES			E	55,479

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

(6) 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.

(7) On June 1, 2018, Round Enterprises Ltd. and Eardley Holding AG each provided two promissory Notes for a total of E1,280 and E320 in two tranches, respectively, with a 2.5% interest per annum. The first tranche of the promissory Notes of E640 and E160, respectively, were provided immediately. The second tranche of the promissory notes of E640 and E160, respectively, were provided on November 10, 2018 with a 2.5% interest per annum. The maturity date of these promissory notes to follow the same principle of other convertible loans and is the later of (i) June 30, 2019, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes.

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3. Subsequent Events

3 Months Ended

Mar. 31, 2019

Subsequent Events [Abstract]

Subsequent Events

On April 29, 2019, Mymetics announced that the National Institutes of Health (NIH) has awarded Mymetics and Texas Biomedical Research Institute (Texas Biomed) a five-year grant for the project called “Cold Chain-independent, Needle-free Mucosal Virosomal Vaccine to Prevent HIV-1 Acquisition at Mucosal Levels”.

The project starts on May 1, 2019 and is planned for five years. The overall budget related to the project is USD 8.67 million, with USD 1.9 million approved for the first year. The overall portion of the grant allocated to the Company is USD 6.76 million, with USD 1.2 million approved for the first year. It is co-led by Dr. Ruprecht of the Texas Biomedical Research Institute and Dr. Fleury, Mymetics CSO, and includes sub-awards to Dr. François Villinger of the University of Louisiana at Lafayette, and Dr. Sarah Ratcliffe of the University of Virginia. First results are expected to be reported in 2020.

The project has the objective to prepare Mymetics’ promising HIV-1 vaccine candidate for clinical trials. The vaccine is created to induce protective mucosal antibodies acting as a frontline defense against sexual HIV transmission. This newly awarded grant from the NIH can continue some of the developments that were achieved during the European Horizon 2020 project.

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4. Leases

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Leases

The facility lease agreement for Epalinges, Switzerland, is automatically renewed month by month with a notice period of three months. The related rent is paid monthly in the amount of E4 and is considered a short-term lease. The facility lease agreement for Leiden, The Netherlands, runs until March 31, 2020 and can be terminated with a six months' notice period. The related rent is paid monthly in the amount of E9. This lease is not considered short-term, however, the effect of recording the right to use asset and related liability are not material to the consolidated financial statements. The Company doesn't have any other operating lease for its research and development facilities, corporate headquarter, offices and equipment.

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1. The Company and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION AND GOING CONCERN

The amounts in the notes are shown in thousands of EURO, unless otherwise noted, and rounded to the nearest thousand except for share and per share amounts.

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, 2018.

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 ending March 31, 2019 were of a normal and recurring nature.

  The Company was created for the purpose of engaging in vaccine research and development. Its main research efforts in the beginning have been concentrated in the prevention and treatment of the AIDS virus and malaria. The Company has established a network which enables it to work with education centers, research centers, pharmaceutical laboratories and biotechnology companies. Besides the HIV and malaria vaccine candidates under development, the Company additionally has the following vaccines in its pipeline; (i) Herpes Simplex which is at the pre-clinical stage and currently on hold, (ii) influenza for elderly which has finished a clinical trial Phase I, (iii) Respiratory Syncytial Virus (RSV) which is at the pre-clinical stage and currently on hold and (iv) Chikungunya virus at the discovery stage and currently on hold.

  As of March 31, 2019, the Company was engaged in the pre-clinical testing of some of its vaccine candidates and a commercially viable product is not expected for several more years. However, the Company generated some revenue as of the prior quarter through license, collaboration and grant agreements. The Company is working on several research projects with commercial partners for immunotherapy in the fields of allergy and oncology. The allergy project is in collaboration with Anergis SA, for which the Company prepared virosome based vaccines which include Anergis peptides for treating birch pollen allergy. These formulations were tested in preclinical studies and compared to the Anergis earlier formulations. The success criteria were met and Anergis has now a time limited exclusive option to enter into a License and Collaboration Agreement (“LCA”) with Mymetics for the use of virosomes in the field of allergies that will require it to raise funds from third parties to pay Mymetics the license fee under the terms of the LCA and the clinical development, and there is no certainty that Anergis will be able to do so. The Company also finished the grant funded project in the field of HIV from the EU Horizon 2020 and Switzerland SERI which focused on developing thermostable and cold chain independent virosome based vaccines (MACIVIVA project). This project ended on November 3, 2018. Management believes that the Company’s research and development activities will result in valuable intellectual property that can generate significant revenues in the future through licensing. Vaccines are one of the fastest growing markets in the pharmaceutical industry.

These consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced negative cash flows from operations and significant losses since inception resulting in an accumulated deficit of E85,903 at March 31, 2019. Further, the Company’s current liabilities exceed its current assets by E54,948 as of March 31, 2019, and there is no assurance that cash will become available to pay current liabilities in the near term. Management is seeking additional financing but there can be no assurance that management will be successful in any of those efforts. These conditions raise substantial doubt about our ability to continue as a going concern within one year from the issuance of the financial statements.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated.

NEW ACCOUNTING PRONOUNCEMENT

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02, Leases: Topic 842 (ASU 2016-02), which replaces existing lease guidance. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use (ROU) assets and corresponding lease liabilities on the balance sheet. The new standard initially required application with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. In July 2018, this requirement was amended with the issuance of Accounting Standards Update No. 2018-11, Leases: Topic 842: Targeted Improvements (ASU 2018-11), which permits an additional (and optional) transition method to adopt the new leases standard.

  The Company adopted ASU 2016-02 and related ASUs, collectively ASC 842, on January 1, 2019 using the optional transition method. Consequently, periods before January 1, 2019 will continue to be reported in accordance with the prior accounting guidance, ASC 840, Leases.

  The Company elected the package of practical expedients, which permits the Company to retain prior conclusions about lease identification, lease classification and initial direct costs for leases that commenced before January 1, 2019. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. The Company also elected the practical expedient to combine lease and non-lease components for all of its leases. Adoption of ASC 842 did not affect the Company’s consolidated financial statements’ at January 1, 2019, as one of its leases is considered short-term and the other is not material to the consolidated financial statements.

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 period. 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 comprehensive loss. 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

We consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. Cash deposits are occasionally in excess of insured amounts.

REVENUE RECOGNITION

Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we assess the goods or services promised within each contract and determine those that are performance obligations, and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The Company has concluded that government grants are not within the scope of Topic 606, as they do not meet the definition of a contract with a “customer”. We concluded the definition of a contract with a “customer” was not met as the counterparty to the government grants has not contracted to obtain goods or services and thus the contracts are not considered to have commercial substance. Government grants provide the Company with payments for certain types of expenditures related to research and development activities over a contractually defined period. Revenue from government grants is recognized in the period during which the related costs are incurred, provided that the applicable conditions under the government contracts have been met.

Grant Revenue - HORIZON 2020

  In April 2015, the Company was selected to receive project grants with a total of E8.4 million. A total of E5.3 million would be funded as part of Horizon 2020, the European Union research and innovation framework program and up to E3.1 million of funding would be provided by the Swiss State “Secretariat for Education, Research and Innovation” (SERI) for the Swiss based consortium partners. The grant funded the evaluation, development and manufacturing scale-up of thermo-stable and cold-chain independent nano-pharmaceutical virosome-based vaccine candidates. Of the total amount, E3.8 million was directly attributable to Mymetics’ activities, with the remaining balance going to the consortium partners and has not been part of Mymetics financial statements. The project started on May 4, 2015 and officially ended on November 3, 2018, after which a final report had been prepared, presented and submitted to the EU for a total costs declared of E8,262 for the total project and E3,673 for Mymetics.

  The amounts mentioned in the following statements are purely related to Mymetics and not to the other partners in the project: The Company received a pre-payment from the two granting organizations for a total value of E1,554 in May 2015, a second tranche of E917 from the EU was received in December 2016, and E614 from “SERI” was received in April 2017, which was used to finance the next reporting covering the period of November 2016 to October 2017. In November 2017, the Company submitted the second report and a new funding request, which resulted in another tranche of funding from the EU of E77 received in February 2018. This brought the total funding received at December 31, 2018 to E3,162, which represented 82% of the awarded grant contribution. On December 21, 2018, the final report was submitted to the EU with a total cost incurred by the Company of E3,673, which represented 96% of the maximum grant. The report has been audited and validated by the EU and SERI for a total eligible cost of E3,368. As a result, the Company received a final amount of E164 by the EU in February 2019 and E342 by SERI in March 2019. No revenue has been recognized related to this grant during the period ended March 31, 2019.

RECEIVABLES

  Receivables are stated at their outstanding principal balances. Management reviews the collectability of receivables on a periodic basis and determines the appropriate amount of any allowance. There was no allowance necessary at March 31, 2019 or December 31, 2018. The Company writes off receivables to the allowance when management determines that a receivable is not collectible. The Company may retain a security interest in the products sold.

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost and is depreciated over its estimated useful life on straight-line basis from the date placed in service. Estimated useful lives are usually taken as three years.

IMPAIRMENT OF LONG LIVED ASSETS

Long-lived assets, which include property and equipment, are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. The impairment testing involves comparing the carrying amount to the forecasted undiscounted future cash flows generated by that asset. In the event the carrying value of the assets exceeds the undiscounted future cash flows generated by that asset and the carrying value is not considered recoverable, impairment exists. An impairment loss is measured as the excess of the asset’s carrying value over its fair value, calculated using a discounted future cash flow method. An impairment loss would be recognized in net income (loss) in the period that the impairment occurs.

GOODWILL

  Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. The Company typically performs its annual goodwill impairment test effective as of April 1 of each year, unless events or circumstances indicate impairment may have occurred before that time. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. After assessing qualitative factors, the Company determined that no further testing was necessary. If further testing was necessary, the Company would determine the fair value of each reporting unit, and compare the fair value to the reporting unit’s carrying amount. The Company has one reporting unit.

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.

The Company reports a liability, if any, for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties, if any, are recorded as a component of interest expense and other expense, respectively.

The Company has not recorded any liabilities for uncertain tax positions or any related interest and penalties at March 31, 2019 or December 31, 2018. The Company’s United States tax returns are open to audit for the years ended December 31, 2015 to 2018. The returns for the Swiss subsidiary, Mymetics S.A., are open to audit for the year ended December 31, 2018. The returns for the Netherlands subsidiaries, Bestewil B.V. and Mymetics B.V., are open to audit for the year ended December 31, 2018.

EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income or loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. For the quarters ended March 31, 2019 and 2018, options and convertible debt were not included in the computation of diluted earnings per share because their effect would be anti-dilutive due to net losses incurred under the treasury stock method.

For the three months ended March 31, 2019, the basic weighted average number of shares was 303,757,622. The total potential number of shares issuable of 668,933,362 at March 31, 2019 includes 639,833,362 potential issuable shares related to convertible loans and 29,100,000 potential issuable shares related to outstanding not expired options granted to employees.

For the three months ended March 31, 2018, the basic weighted average number of shares was 303,757,622. The total potential number of shares issuable of 632,333,684 at March 31, 2018 includes 603,233,684 potential issuable shares related to convertible loans and 29,100,000 potential issuable shares related to outstanding not expired options granted to employees.

PREFERRED STOCK

The Company has authorized 5,000,000 shares of preferred stock that may be issued in several series with varying dividend, conversion and voting rights. No preferred shares are issued or outstanding at March 31, 2019 or December 31, 2018.

STOCK-BASED COMPENSATION

  Compensation cost for all share-based payments is based on the estimated grant-date fair value. The Company amortizes stock compensation cost ratably over the requisite service period.

The issuance of common shares for services is recorded at the quoted price of the shares on the date the shares are issued. No shares were issued to individuals as fee for services rendered in the three months ended March 31, 2019 nor in the three months ended March 31, 2018.

Stock compensation expense amounted to E2 and E6 during the three months periods ended March 31, 2019 and 2018, respectively, and is included in the consolidated statements of comprehensive loss within general and administrative expenses.

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 VALUE MEASUREMENTS

Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

Level 1- Quoted prices in active markets for identical assets or liabilities.

Level 2- Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. 

Level 3- Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 

FAIR VALUES OF FINANCIAL INSTRUMENTS

The Company generally has the following financial instruments: cash, receivables, accounts payable, and notes payable. The carrying value of cash, receivables and accounts payable, approximates their fair value based on the short-term nature of these financial instruments. Management believes that it is not practicable to estimate the fair value of the notes payable due to the unique nature of these instruments.

CONCENTRATIONS

  The Company derived 100% of grant revenue for the three month period ended March 31, 2018 from one partner.

RELATED PARTY TRANSACTIONS

Mr. Ernest M. Stern, the Company’s outside U.S. counsel, is both a director of the Company and is a partner in Culhane Meadows PLLC, the firm retained as legal counsel by the Company. The Company incurred professional fees to the counsel's law firm totaling E8 and E6 for the three months ended March 31, 2019 and 2018, respectively.

Two of the Company’s major shareholders have granted secured convertible notes and short term convertible notes and promissory notes, which have a total carrying amount of E55,085, including interest due to date. Conversion prices on the Euro-denominated convertible debt have been fixed to a fixed Euro/US dollar exchange rate.

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2. Debt Financing (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Convertible notes, loans and contingent liabilities

													Fixed
										Conversion			Rate
Lender	1st-Issue		Principal			Duration			Interest	Price			EUR/USD
Price		Date			Amount				(Note)			Rate			(stated)	Conversion
Eardley Holding A.G. (1)	06/23/2006		E	169			(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	1,070			(5,6	)	10% pa	$	0.034			N/A
Eardley Holding A.G.	08/04/2011		E	268			(5,6	)	10% pa	$	0.034			N/A
Round Enterprises Ltd.	11/08/2011		E	400			(6	)	10% pa	$	0.034			1.3787
Eardley Holding A.G.	11/08/2011		E	100			(6	)	10% pa	$	0.034			1.3787
Round Enterprises Ltd.	02/10/2012		E	1,000			(6	)	10% pa	$	0.034			1.3260
Eardley Holding A.G.	02/14/2012		E	200			(6	)	10% pa	$	0.034			1.3260
Round Enterprises Ltd.	04/19/2012		E	322			(6	)	10% pa	$	0.034			1.3100
Eardley Holding A.G.	04/19/2012		E	80			(6	)	10% pa	$	0.034			1.3100
Round Enterprises Ltd.	05/04/2012		E	480			(6	)	10% pa	$	0.034			1.3152
Eardley Holding A.G.	05/04/2012		E	120			(6	)	10% pa	$	0.034			1.3152
Round Enterprises Ltd.	09/03/2012		E	200			(6	)	10% pa	$	0.034			1.2576
Eardley Holding A.G.	09/03/2012		E	50			(6	)	10% pa	$	0.034			1.2576
Round Enterprises Ltd.	11/14/2012		E	500			(6	)	10% pa	$	0.034			1.2718
Eardley Holding A.G.	12/06/2012		E	125			(6	)	10% pa	$	0.034			1.3070
Round Enterprises Ltd.	01/16/2013		E	240			(6	)	10% pa	$	0.034			1.3318
Eardley Holding A.G.	01/16/2013		E	60			(6	)	10% pa	$	0.034			1.3318
Round Enterprises Ltd.	03/25/2013		E	400			(6	)	10% pa	$	0.037			1.2915
Eardley Holding A.G.	04/14/2013		E	150			(6	)	10% pa	$	0.034			1.3056
Round Enterprises Ltd.	04/14/2013		E	600			(6	)	10% pa	$	0.034			1.3056
Eardley Holding A.G.	05/15/2013		E	170			(6	)	10% pa	$	0.037			1.2938
Round Enterprises Ltd.	05/15/2013		E	680			(6	)	10% pa	$	0.037			1.2938
Eardley Holding A.G.	06/24/2013		E	60			(6	)	10% pa	$	0.025			1.3340
Round Enterprises Ltd.	06/24/2013		E	240			(6	)	10% pa	$	0.025			1.3340
Eardley Holding A.G.	08/05/2013		E	80			(6	)	10% pa	$	0.018			1.3283
Round Enterprises Ltd.	08/05/2013		E	320			(6	)	10% pa	$	0.018			1.3283
Eardley Holding A.G.	03/01/2017		E	230			(2	)	2.5% pa		N/A			N/A
Round Enterprises Ltd.	03/01/2017		E	920			(2	)	2.5% pa		N/A			N/A
Eardley Holding A.G.	10/18/2017		E	230			(2	)	2.5% pa		N/A			N/A
Round Enterprises Ltd.	10/18/2017		E	920			(2	)	2.5% pa		N/A			N/A
Eardley Holding A.G.	06/01/2018		E	160			(7	)	2.5% pa		N/A			N/A
Round Enterprises Ltd.	06/01/2018		E	640			(7	)	2.5% pa		N/A			N/A
Eardley Holding A.G.	11/10/2018		E	160			(7	)	2.5% pa		N/A			N/A
Round Enterprises Ltd.	11/10/2018		E	640			(7	)	2.5% pa		N/A			N/A
Total Short Term Principal Amounts			E	31,684
Accrued Interest			E	23,795
TOTAL LOANS AND NOTES			E	55,479

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

(6) 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.

(7) On June 1, 2018, Round Enterprises Ltd. and Eardley Holding AG each provided two promissory Notes for a total of E1,280 and E320 in two tranches, respectively, with a 2.5% interest per annum. The first tranche of the promissory Notes of E640 and E160, respectively, were provided immediately. The second tranche of the promissory notes of E640 and E160, respectively, were provided on November 10, 2018 with a 2.5% interest per annum. The maturity date of these promissory notes to follow the same principle of other convertible loans and is the later of (i) June 30, 2019, or (ii) the end of a subsequent calendar quarter in which the Company receives a written request from the lender for repayment of the unpaid principal and accrued interest due under the Notes.

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1. The Company and Summary of Significant Accounting Policies (Details Narrative) - EUR (€) € in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Accumulated deficit	€ (85,903)		€ (84,675)
Weighted average number of shares outstanding, basic and diluted	303,757,622	303,757,622
Potential number of shares issuable	668,933,362	632,333,684
Stock compensation expense	€ 2	€ 6
Professional fees incurred and paid to a related party	€ 8	€ 6
Convertible loans
Potential number of shares issuable	639,833,362	603,233,684
Stock options granted to employees
Potential number of shares issuable	29,100,000	29,100,000

XML

2. Debt Financing (Details) € / shares in Units, € in Thousands	3 Months Ended
	Mar. 31, 2019 EUR (€) € / shares
Principal Amount	€ 31,684
Total Short Term Principal Amounts	31,684
Accrued Interest	23,795
Total Loans and Notes	€ 55,479
Note 1
Issuance Date	Jun. 23, 2006
Principal Amount	€ 169
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.1
Note 2
Issuance Date	Oct. 21, 2007
Principal Amount	€ 500
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.5
Fixed Rate Conversion	1.409
Note 3
Issuance Date	Dec. 10, 2007
Principal Amount	€ 1,500
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.5
Fixed Rate Conversion	1.4429
Note 4
Issuance Date	Jan. 22, 2008
Principal Amount	€ 1,500
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.5
Fixed Rate Conversion	1.4629
Note 5
Issuance Date	Apr. 25, 2008
Principal Amount	€ 2,000
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.5
Fixed Rate Conversion	1.5889
Note 6
Issuance Date	Jun. 30, 2008
Principal Amount	€ 1,500
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.5
Fixed Rate Conversion	1.538
Note 7
Issuance Date	Nov. 18, 2008
Principal Amount	€ 1,200
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.5
Fixed Rate Conversion	1.265
Note 8
Issuance Date	Feb. 09, 2009
Principal Amount	€ 1,500
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.5
Fixed Rate Conversion	1.294
Note 9
Issuance Date	Jun. 15, 2009
Principal Amount	€ 5,500
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.8
Fixed Rate Conversion	1.4045
Note 10
Issuance Date	Jun. 15, 2009
Principal Amount	€ 100
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.8
Fixed Rate Conversion	1.43
Note 11
Issuance Date	Aug. 03, 2009
Principal Amount	€ 200
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.8
Fixed Rate Conversion	1.44
Note 12
Issuance Date	Oct. 13, 2009
Principal Amount	€ 2,000
Interest Rate	5.00%
Conversion Price | € / shares	€ 0.25
Fixed Rate Conversion	1.4854
Note 13
Issuance Date	Dec. 18, 2009
Principal Amount	€ 2,200
Interest Rate	5.00%
Conversion Price | € / shares	€ 0.25
Fixed Rate Conversion	1.4338
Note 14
Issuance Date	Aug. 04, 2011
Principal Amount	€ 1,070
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Note 15
Issuance Date	Aug. 04, 2011
Principal Amount	€ 268
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Note 16
Issuance Date	Nov. 08, 2011
Principal Amount	€ 400
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Fixed Rate Conversion	1.3787
Note 17
Issuance Date	Nov. 08, 2011
Principal Amount	€ 100
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Fixed Rate Conversion	1.3787
Note 18
Issuance Date	Feb. 10, 2012
Principal Amount	€ 1,000
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Fixed Rate Conversion	1.326
Note 19
Issuance Date	Feb. 14, 2012
Principal Amount	€ 200
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Fixed Rate Conversion	1.326
Note 20
Issuance Date	Apr. 19, 2012
Principal Amount	€ 322
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Fixed Rate Conversion	1.31
Note 21
Issuance Date	Apr. 19, 2012
Principal Amount	€ 80
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Fixed Rate Conversion	1.31
Note 22
Issuance Date	May 04, 2012
Principal Amount	€ 480
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Fixed Rate Conversion	1.3152
Note 23
Issuance Date	May 04, 2012
Principal Amount	€ 120
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Fixed Rate Conversion	1.3152
Note 24
Issuance Date	Sep. 03, 2012
Principal Amount	€ 200
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Fixed Rate Conversion	1.2576
Note 25
Issuance Date	Sep. 03, 2012
Principal Amount	€ 50
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Fixed Rate Conversion	1.2576
Note 26
Issuance Date	Nov. 14, 2012
Principal Amount	€ 500
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Fixed Rate Conversion	1.2718
Note 27
Issuance Date	Dec. 06, 2012
Principal Amount	€ 125
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Fixed Rate Conversion	1.307
Note 28
Issuance Date	Jan. 16, 2013
Principal Amount	€ 240
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Fixed Rate Conversion	1.3318
Note 29
Issuance Date	Jan. 16, 2013
Principal Amount	€ 60
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Fixed Rate Conversion	1.3318
Note 30
Issuance Date	Mar. 25, 2013
Principal Amount	€ 400
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.037
Fixed Rate Conversion	1.2915
Note 31
Issuance Date	Apr. 14, 2013
Principal Amount	€ 150
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Fixed Rate Conversion	1.3056
Note 32
Issuance Date	Apr. 14, 2013
Principal Amount	€ 600
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.034
Fixed Rate Conversion	1.3056
Note 33
Issuance Date	May 15, 2013
Principal Amount	€ 170
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.037
Fixed Rate Conversion	1.2938
Note 34
Issuance Date	May 15, 2013
Principal Amount	€ 680
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.037
Fixed Rate Conversion	1.2938
Note 35
Issuance Date	Jun. 24, 2013
Principal Amount	€ 60
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.025
Fixed Rate Conversion	1.334
Note 36
Issuance Date	Jun. 24, 2013
Principal Amount	€ 240
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.025
Fixed Rate Conversion	1.334
Note 37
Issuance Date	Aug. 05, 2013
Principal Amount	€ 80
Interest Rate	10.00%
Conversion Price | € / shares	€ 0.018
Fixed Rate Conversion	1.3283
Note 38
Issuance Date	Aug. 05, 2013
Principal Amount	€ 320
Interest Rate	1000.00%
Conversion Price | € / shares	€ 0.018
Fixed Rate Conversion	1.3283
Note 39
Issuance Date	Mar. 01, 2017
Principal Amount	€ 230
Interest Rate	2.50%
Note 40
Issuance Date	Mar. 01, 2017
Principal Amount	€ 920
Interest Rate	2.50%
Note 41
Issuance Date	Oct. 18, 2017
Principal Amount	€ 230
Interest Rate	2.50%
Note 42
Issuance Date	Oct. 18, 2017
Principal Amount	€ 920
Interest Rate	2.50%
Note 43
Issuance Date	Jun. 01, 2018
Principal Amount	€ 160
Interest Rate	2.50%
Note 44
Issuance Date	Jun. 01, 2018
Principal Amount	€ 640
Interest Rate	2.50%
Note 45
Issuance Date	Nov. 10, 2018
Principal Amount	€ 160
Interest Rate	2.50%
Note 46
Issuance Date	Nov. 10, 2018
Principal Amount	€ 640
Interest Rate	2.50%