10-Q 1 mymx_10q.htm QUARTELY REPORT mymx_10q
 

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, 2020
 
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, 2020
 

 
 
 
PART I.    FINANCIAL INFORMATION
 
ITEM 1.    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
MYMETICS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 
(In Thousands of Euros, Except Share and Par Value)
 
 
 
March 31,
 
 
December 31,
 
 
 
2020
 
 
2019
 
 
 
(unaudited) 
 
 
 
 
ASSETS
 
 
 
 
 
 
Current Assets
 
 
 
 
 
 
  Cash
 E231 
 E683 
  Receivables
  321 
  164 
  Prepaid expenses
  69 
  85 
      Total current assets
  621 
  932 
 
    
    
  Property and equipment, net of accumulated depreciation of E450 at March 31, 2020 and E445 at December 31, 2019
  52 
  52 
  Right-of-Use Asset
  205 
  230 
  Goodwill
  6,671 
  6,671 
 
 E7,549 
 E7,885 
 
    
    
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
    
    
Current Liabilities
    
    
  Accounts payable
 E236 
 E167 
  Deferred revenue
  46 
  -- 
  Operating lease liability
  102 
  102 
  Non-convertible notes payable and related accrued interest to related parties
  5,340 
  5,308 
  Convertible notes payable and related accrued interest to related parties
  54,077 
  53,378 
    Total current liabilities
  59,801 
  58,955 
 
    
    
Long Term Liabilities
    
    
  Operating lease liability
  103 
  128 
    Total long-term liabilities
  103 
  128 
 
  59,904 
  59,083 
 
    
    
Commitments and Contingencies (Note 3)
  -- 
  -- 
 
    
    
Shareholders' Deficit
    
    
  Common stock, U.S. $0.01 par value; 1,200,000,000 shares authorized; issued and outstanding 303,757,622 at March 31, 2020 and at December 31, 2019
  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 
  34,443 
  Accumulated deficit
  (90,026)
  (88,862)
  Accumulated other comprehensive income
  698 
  691 
Total shareholders’ deficit
  (52,355)
  (51,198)
  Total liabilities and shareholders’ deficit
 E7,549 
 E7,885 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
2
 
 
 
MYMETICS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
 (UNAUDITED)
(In Thousands of Euros, Except Share and Per Share Data)
 
 
 
Three Months Ended
March 31,
 
 
 
2020
 
 
2019
 
Revenue
 
 
 
 
 
 
Research and Development services
 E17 
 E-- 
Grants revenue
  255 
  -- 
 
  272 
  -- 
Expenses
    
    
Research and development
  322 
  215 
General and administrative
  325 
  278 
Other
  106 
  66 
 
  753 
  559 
Operating Loss
  (481)
  (559)
 
    
    
Interest expense
  675 
  666 
Loss before income tax provision
  (1,156)
  (1,225)
 
    
    
  Income tax provision
  (8)
  (3)
Net Loss
  (1,164)
  (1,228)
 
    
    
Other comprehensive loss
    
    
Foreign currency translation adjustment
  7 
  5 
Comprehensive loss
 E(1,157)
 E(1,223)
 
    
    
Basic and diluted earnings per share
 E(0.00)
 E(0.00)
Weighted-average shares outstanding, basic and diluted
  303,757,622 
  303,757,622 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
  
 
3
 
  
MYMETICS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
 (UNAUDITED)
 (In Thousands of Euros)
 
 
 
Three-month Period Ended March 31, 2019
 
 
 
Common Stock
Number of Par
 




 
 
    Shares  
 
 
    Value 
 
 
    Additional Paid in Capital 
 
 
    Accumulated Deficit 
 
 
Accumulated Other Comprehensive Income 
 
 
    Total 
 
January 1, 2019
  303,757,622 
  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:
  - 
    
    
    
    
    
Translation adjustment
  - 
  - 
  - 
  - 
  5 
  5 
March 31, 2019
  303,757,622 
  E2,530 
  E34,443 
  E(85,903) 
  E684 
  E(48,246) 
 
 
 
 
Three-month Period Ended March 31, 2020
 
 
 
Common Stock
Number of Par
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Shares
 
 
Value
 
 
Additional Paid in Capital
 
 
Accumulated Deficit
 
 
Accumulated Other Comprehensive Income
 
 
Total
 
January 1, 2020
  303,757,622 
  E2,530 
  E34,443 
 E(88,862)
  E691 
  E(51,198) 
Stock compensation expense
    
    
  - 
    
    
  - 
Net loss
  - 
    
    
  (1,164)
    
  (1,164)
Other comprehensive loss:
  - 
    
    
    
    
    
Translation adjustment
  - 
    
    
    
  7 
  7 
March 31, 2020
  303,757,622 
  E2,530 
  E34,443 
 E(90,026)
  E698 
  E(52,355) 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
  
 
4
 
 
MYMETICS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In Thousands of Euros)
 
 
 
For The Three Months Ended
March 31,
 
 
 
2020
 
 
2019
 
Cash Flow from Operating Activities
 
 
 
 
 
 
Net Loss
 E(1,164)
 E(1,228)
Adjustments to reconcile net loss to net cash used in operating activities
    
    
Depreciation
  5 
  5 
Stock compensation expense – options
  - 
  2 
Changes in operating assets and liabilities
    
    
Receivables
  (157)
  537 
Accrued interests on convertible notes payable
  699 
  697 
Accrued interests on non-convertible notes payable
  32 
  24 
Accounts payable
  69 
  (39)
Deferred grant
  46 
  -- 
Other
  16 
  (7)
Net cash used in operating activities
  (454)
  (9)
 
    
    
Cash Flows from Investing Activities
    
    
  Purchase of property and equipment
  (5)
  -- 
Net cash used in investing activities
  (5)
  -- 
 
    
    
  Effect on foreign exchange rate on cash
  7 
  5 
Net change in cash
  (452)
  (4)
 
    
    
Cash, beginning of period
  683 
  479 
Cash, end of period
 E231 
 E475 
 
    
    
Supplemental Disclosure of Cash Flow Information:
    
    
Cash paid for interest
 E-- 
 E-- 
Cash paid for taxes
  8 
  3 
 
The accompanying notes are an integral part of these consolidated financial statements. 
 
 
5
 
 
MYMETICS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2020
(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 condensed 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 condensed 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, 2019.
 
The accompanying financial statements of the Company are unaudited. However, in the opinion of the Company, the unaudited condensed 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, 2020 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, 2020, the Company was engaged in the pre-clinical testing of some of its vaccine candidates but a commercially viable product is not expected for several more years. However, the Company generated some revenue as of the prior quarter through collaboration and grant agreements. The Company is working on several research projects with commercial partners for immunotherapy in the fields of allergy and oncology and for some infectious diseases with academic partners. 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 with Mymetics for the use of virosomes in the field of allergies. During the last quarter of 2019, the Company signed Amendment 3 of the Research and Option to License Agreement and in October, 2019, Mymetics announced that Stallergenes Greer, a worldwide leader in Allergen Immunotherapy (“AIT”), and Anergis, started a new research study to evaluate the effects of the second generation virosome-based COP allergen immunotherapy in a therapeutic model of birch allergy in mice.
 
These condensed 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 E90,026 at March 31, 2020. Further, the Company’s current liabilities exceed its current assets by E59,180 as of March 31, 2020, 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.
 
 
6
 
 
CORRECTTION OF PRIOR PERIOD IMMATERIAL ERROR
 
During the three months ended March 31, 2020, management discovered that the Company had not increased the right of use asset and corresponding operating lease liability in October 2019 at the time the Leiden, The Netherlands, lease was extended.
 
The Company evaluated the impact of the error on prior periods and determined that the effect was not material to the financial statements as of December 31, 2019. The Company corrected the error in the unaudited condensed consolidated financial statements as of March 31, 2020. The correction of the error increased the Company's right of use asset and lease liability by E203.
 
The Company’s consolidated statements of operations, comprehensive loss and cash flows for the year ended December 31, 2019, were not affected by this correction of the error. Accordingly, the Company's loss per share for the year ended December 31, 2019 remains unchanged. As a result, the condensed consolidated balance sheet has been revised to reflect this change to the applicable line items as follows:
 
 
 
December 31, 2019
 
 
 
As Originally Reported
 
 
Adjustment
 
 
As Revised
 
 
 
 
 
 
 
 
 
 
 
Right-of-Use asset
 E27 
 E203 
 E230 
 
    
    
    
Operating lease liability (short-term)
 E- 
 E102 
 E102 
Operating lease liability (long-term)
 E27 
 E101 
 E128 
 
    
    
    
Total assets 
 E  7,682 
 E  203 
 7,885 
Total current liabilities 
 E  58,583 
 E  102 
 58,955 
Total liabilities 
 E  58,880 
 E  203 
 59,083 
  
IMPACT OF THE NOVEL CORONAVIRUS
 
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.
 
The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations.
 
Management is actively monitoring the global situation on its financial condition, liquidity, operations, scientific collaborations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020.
 
The Company’s partner for the oncology immunotherapy project in the Netherlands has decreased their laboratory experiments due to reduced operating hours in those facilities. While the Company considers this disruption to be temporary, continued disruption in this project will lead to delayed advances by the Company of its research and could negatively impact future revenue in fiscal year 2020 and the Company’s overall liquidity.
 
The Company is dependent on its workforce to deliver and advance its research. Developments such as physical distancing and working from home directives will impact the Company’s ability to deploy its workforce effectively. While expected to be temporary, prolonged workforce disruptions may negatively impact future revenues in fiscal year 2020 and the Company’s overall liquidity.
 
The Company is dependent on its partners in certain projects, such as the University of Louisiana at Lafayette (“ULL”) for the NIH funded project to maintain the agreed timelines and execute their tasks. Developments such as social distancing and shelter-in-place directives and lock-down directives will impact the Company’s ability to execute on project plans and research objectives effectively. While expected to be temporary, prolonged disruptions in collaboration projects may negatively impact funding in fiscal year 2020 and the Company’s overall liquidity.
 
Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2020.
 
 
7
 
 
CORONAVIRUS AID, RELIEF AND ECONOMIC SECURITY ACT
 
On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act includes various income and payroll tax provisions. The Company has analyzed the tax provisions of the CARES Act and determined they have no significant financial impact to the condensed financial statements. The Company has no intention of taking advantage of other benefits provided by the CARES Act but will continue to evaluate the impact on the Company’s financial position.  
 
PRINCIPLES OF CONSOLIDATION
 
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated.
 
NEW ACCOUNTING PRONOUNCEMENT
 
On January 1, 2020, the Company adopted Accounting Standard Update ("ASU") No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, to improve the effectiveness of disclosures. The amendments remove, modify, and add certain disclosure requirements in Topic 820, “Fair Value Measurement.” The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The adoption had no impact on the Company's condensed 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
 
  
NIH
 
On April 29, 2019, the National Institutes of Health (“NIH”) awarded the Company 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 started on May 1, 2019 and is planned for five years. The overall budget related to the project is USD 8,850, with USD 1,940 approved for the first year. The overall portion of the grant allocated to the Company is USD 5,930, with USD 1,190 approved for the first year. It was initially co-led by Texas Biomed, but due to the move of Dr. Ruth Ruprecht, the Co-Principal Investigator, to the University of Louisiana at Lafayette (“ULL”) at the end of 2019, ULL has become the co-lead with Mymetics for this project. To date, the Company has recognized E797 of grant revenue from the NIH, of which E255 has been recognized during the quarter ended March 31, 2020. First results are expected to be reported in 2020.
 
The project has the objective to prepare the Company’s promising HIV-1 vaccine candidate for clinical trials, by first executing a non-human primate (“NHP”) study, where the test subjects will be receiving Mymetics’ virosome based HIV-1 vaccine candidate by several intra-muscular and intra-nasal applications, followed by rectal challenges. As of March 31, 2020, Mymetics has successfully produced two sets of virosome based vaccines and the NHPs have received two intramuscular vaccinations and three intranasal vaccinations. The vaccinations were well tolerated and there were no safety issues. The intra-rectal challenge study has now started. 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.
 
License Agreement – UPPERTON Ltd.
 
On July 26, 2019 Mymetics and Upperton Ltd. signed a License Agreement (the “Agreement”) that sets out the rights and obligations of the two parties with respect to the development, manufacturing and exploitation of certain virus-like particles based vaccines (which includes virosomes) into solid (powder or tablet) form that are based on each party’s background or pre-existing intellectual property (“IP”) and the foreground IP rights or the IP that was developed by either party or both parties during the Maciviva project and could be developed during future collaborations.
 
Under the terms of the Agreement Mymetics receives an exclusive and royalty-free, worldwide license to use the Upperton background IP for the development, research, sale or in/out license for virus-like particle vaccines that use the foreground IP rights. All title, right and interest in and to all foreground IP rights vests in Mymetics for such development, research, sale or in/out license, and Mymetics is free to use and exploit such foreground IP rights. Mymetics has provided Upperton the non-exclusive license to manufacture virus-like particle-based vaccines for third parties for indications other than respiratory viruses, certain allergies, HIV, malaria and chikungunya. For these foreground IP licenses, the parties have agreed to pay each other a certain low single digit percentage of revenues, license fees and royalties that each of the parties receives from their exploitation. No revenue has been received nor recognized during the quarter ended March 31, 2020.
 
License Agreement – ANERGIS SA
 
In December 2018, the Company announced that the success criteria of the Research and Option to License Agreement with Anergis SA (“Anergis”) had been met. Under the terms of the Research Agreement, a pre-clinical study program evaluated the immunogenicity profile of the Anergis’ peptides designed to treat birch allergy when presented on Mymetics’ proprietary virosomes, with or without undisclosed TLR ligands or other adjuvants, and these results were compared to Anergis’ AllerT product combination.
 
Should Anergis and Mymetics execute a License and Collaboration Agreement (“LCA”), Anergis would make an upfront payment to Mymetics in an amount that increases as the date of the LCA is executed. The LCA also includes milestone payments based on certain regulatory clearances and royalties for net sales. The contractual material had been delivered during the third quarter of the year 2018 and 100% of the agreed payments from the Research and Option to License Agreement has been received and fully recognized as revenue in Q3 2018. The LCA has not been executed as of the date this report has been filed. During the last quarter of 2019, the Company received an amount of E111 related to the Amendment 3 of the Research and Option to License Agreement dated September 3rd, 2019. This revenue has been fully recognized as the deliverables for the Stallergenes-Anergis study were met and Anergis paid for an extension of the option to execute the LCA.
 
As of December 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. The success criteria were met in December 2018. In October 2019 Anergis started a new evaluation study in collaboration with Stallergenes Greer SA, in which the Mymetics COP virosomes will be evaluated in a preclinical study. Anergis has a time limited option to license the virosomes from Mymetics in the field of allergies that will require Anergis to raise funds from third parties to pay Mymetics the license fee under the terms of the License and Collaboration Agreement and the clinical development, and there is no certainty that Anergis will be able to do so. No revenue has been received nor recognized during the quarter ended March 31, 2020.
 
 
9
 
  
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, 2020 or December 31, 2019. 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, 2020 or December 31, 2019. 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, 2019. The returns for the Netherlands subsidiaries, Bestewil B.V. and Mymetics B.V., are open to audit for the year ended December 31, 2019.
 
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, 2020 and 2019, 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.
 
 
10
 
  
For the three months ended March 31, 2020, the basic weighted average number of shares was 303,757,622. The total potential number of shares issuable of 703,131,197 at March 31, 2020 includes 676,381,197 potential issuable shares related to convertible loans and 26,750,000 potential issuable shares related to outstanding not expired options granted to employees.
 
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.
 
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, 2020 or December 31, 2019.
 
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, 2020 nor in the three months ended March 31, 2019.
 
Stock compensation expense amounted to E0 and E2 during the three months periods ended March 31, 2020 and 2019, respectively, and is included in the condensed 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 the fair value of the notes payable is reflecting the actual value reported for these instruments.
 
CONCENTRATIONS
 
The Company derived 94% of grant revenue for the three-month period ended March 31, 2020 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 E11 and E8 for the three months ended March 31, 2020 and 2019, respectively.
 
 
11
 
  
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 E59,004, 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 E59,417 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, 2020:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
 E173 
  (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
 E1,091 
  (5,6)
10% pa
 $0.034 
  N/A 
Eardley Holding A.G.
08/04/2011
 E273 
  (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 
Eardley Holding A.G.
06/15/2019
 E120 
  (8)
2.5% pa
  N/A 
  N/A 
Round Enterprises Ltd.
06/15/2019
 E480 
  (8)
2.5% pa
  N/A 
  N/A 
Eardley Holding A.G.
12/20/2019
 E120 
  (9)
2.5% pa
  N/A 
  N/A 
Round Enterprises Ltd.
12/20/2019
 E480 
  (9)
2.5% pa
  N/A 
  N/A 
Total Short Term Principal Amounts
 
 E32,914 
    
 
    
    
   Accrued Interest
 
 E26,503 
    
 
    
    
TOTAL LOANS AND NOTES
 
 E59,417 
    
 
    
    
 
 
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 at USD 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 at USD 1,200 and USD 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 USD 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.
 
(8)
On June 15, 2019, Round Enterprises Ltd. and Eardley Holding AG each provided a promissory Note of E480 and E120, respectively, 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) December 31, 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.
 
(9)
On December 20, 2019, Round Enterprises Ltd. and Eardley Holding AG each provided a promissory Note of E480 and E120, respectively, 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, 2020, 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. Commitments
 
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 but was renewed until March 31, 2022 and can be terminated with a six month notice as of September 30, 2021. The related rent is paid monthly in the amount of E9. The Company does not have any other operating lease for its research and development facilities, corporate headquarter, offices and equipment.
 
Note 4. Subsequent Events
 
On April 2, 2020, the Swiss entity, Mymetics SA, received a Federal credit line of Chf 168 (E159) in relation with the Covid-19. This credit line applies for five years and is fully guaranteed by the Swiss Confederation via guarantee organizations. The interest rate is currently at 0 percent but can be adjusted as of April 1, 2021.
 
 
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, 2020 and 2019 should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2019 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, 2019 and, to the extent included therein, our quarterly reports on Form 10-Q filed during fiscal year 2019.
 
IMPACT OF THE NOVEL CORONAVIRUS
 
  On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.
 
  The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations.
 
  Management is actively monitoring the global situation on its financial condition, liquidity, operations, scientific collaborations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020.
 
  The Company’s partner for the oncology immunotherapy project in the Netherlands has decreased their laboratory experiments due to reduced operating hours in those facilities. While the Company considers this disruption to be temporary, continued disruption in this project will lead to delayed advances by the Company of its research and could negatively impact future revenue in fiscal year 2020 and the Company’s overall liquidity.
 
  The Company is dependent on its workforce to deliver and advance its research. Developments such as physical distancing and working from home directives will impact the Company’s ability to deploy its workforce effectively. While expected to be temporary, prolonged workforce disruptions may negatively impact future revenues in fiscal year 2020 and the Company’s overall liquidity.
 
  The Company is dependent on its partners in certain projects, such as the University of Louisiana at Lafayette (“ULL”) for the NIH funded project to maintain the agreed timelines and execute their tasks. Developments such as social distancing and shelter-in-place directives and lock-down directives will impact the Company’s ability to execute on project plans and research objectives effectively. While expected to be temporary, prolonged disruptions in collaboration projects may negatively impact funding in fiscal year 2020 and the Company’s overall liquidity.
 
 
14
 
  
  Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2020.
 
CORONAVIRUS AID, RELIEF AND ECONOMIC SECURITY ACT
 
  On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act includes various income and payroll tax provisions. The Company has analyzed the tax provisions of the CARES Act and determined they have no significant financial impact to the condensed financial statements. The Company has no intention of taking advantage of other benefits but will continue to evaluate the impact on the Company’s financial position.
 
THREE MONTHS ENDED MARCH 31, 2020 AND 2019
 
For the three months ended March 31, 2020, revenue was E272, of which E255 was related to the revenue recognized for the work performed under the NIH grant / HIV project and the remaining for a small pre-clinical research project with a US academic institution. No revenue was earned for the three months ended March 31, 2019.
 
Costs and expenses increased to E753 for the three months ended March 31, 2020 from E559 (+34.7%) for the three months ended March 31, 2019. The increase is mainly due to the R&D costs related to the work performed under the NIH grant / HIV project and foreign exchange loss from the revaluation of shareholders’ loans based in USD.
 
Research and development expenses increased to E322 in the current period from E215 (+49.8%) in the comparative period of 2019, mainly due to E88 of subcontracting services paid during the three-month period ending March 2020 in relation with the NIH grant / HIV project.
 
General and administrative expenses increased to E325 in the current period from E278 (+16.9%) in the comparative period of 2019, mainly due to the D&O liability annual insurance premium expensed during the three months ended March 2020, and increase of the annual audit fees.
 
Other expenses increased to E95 for the three months ended March 31, 2020 from E55 (+72.7%) for the three months ended March 31, 2019, mainly due to the foreign exchange revaluation impact of shareholders’ loans based in US$.
 
Interest expense increased to E675 for the three months ended March 31, 2020 from E666 for the three months ended March 31, 2019 related to existing loans from third party investors.
 
The Company reported a net loss of (E1,164), or (E0.00) per share, for the three months ended March 31, 2020, compared to a net loss of (E1,228), or (E0.00) per share, for the three months ended March 31, 2019.
 
LIQUIDITY AND CAPITAL RESOURCES
 
We had cash of E231 at March 31, 2020 compared to E475 at March 31, 2019.
 
  During 2019, our revenue has mainly been generated through the NIH grant / HIV project. For 2020, new significant revenues are not 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, 2020, we had an accumulated deficit of approximately E90,026, and had net loss of E1,164 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 E454 for the three-month period ended March 31, 2020. During the three-month period ending March 31, 2019 net cash used from operating activities was E9 mainly due to the final funding amount received during the three-month period ending March 31, 2019 related to the Maciviva project.
 
Net cash used from investing activities was E5 during the three months ended March 31, 2020 and NIL during the same period in 2019.
 
 
15
 
  
Net cash provided from financing activities is NIL for the three months ended March 31, 2020 and 2019.
 
  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, two 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 E1,360 of cash in the year ending December 31, 2020. 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 E26,503 has been accrued on all of the Company’s outstanding notes and advances (see detailed table in Note 2 to the financial statements).
 
Anergis is investigating the possibility to fund a license agreement with Mymetics, but for now nothing is confirmed. In May 2019, the Company started an NIH grant funded project to evaluate the HIV vaccine in a non-human primate study and prepare for clinical trials. 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 since the Company believes that vaccines are one of the fastest growing markets in the pharmaceutical industry.
 
RECENT FINANCING ACTIVITIES
 
  During the three month period ending March 31, 2020, our principal source of funds has been promissory notes received in a prior quarter from our two main investors and the revenue generated through the NIH grant / HIV 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 2020, 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. These conditions raise substantial doubt about our ability to continue as a going concern.
 
 
16
 
  
  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.
 
  On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.
 
  The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations.
 
  Management is actively monitoring the global situation on its financial condition, liquidity, operations, scientific collaborations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020.
 
  The Company’s partner for the oncology immunotherapy project in the Netherlands has decreased their laboratory experiments due to reduced operating hours in those facilities. While the Company considers this disruption to be temporary, continued disruption in this project will lead to delayed advances by the Company of its research and could negatively impact future revenue in fiscal year 2020 and the Company’s overall liquidity.
 
  The Company is dependent on its workforce to deliver and advance its research. Developments such as physical distancing and working from home directives will impact the Company’s ability to deploy its workforce effectively. While expected to be temporary, prolonged workforce disruptions may negatively impact future revenues in fiscal year 2020 and the Company’s overall liquidity.
 
  The Company is dependent on its partners in certain projects, such as the University of Louisiana at Lafayette (“ULL”) for the NIH funded project to maintain the agreed timelines and execute their tasks. Developments such as social distancing and shelter-in-place directives and lock-down directives will impact the Company’s ability to execute on project plans and research objectives effectively. While expected to be temporary, prolonged disruptions in collaboration projects may negatively impact funding in fiscal year 2020 and the Company’s overall liquidity.
 
  Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2020.
 
OFF-BALANCE SHEET ARRANGEMENTS
 
None
 
 
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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, 2020.
 
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.
 
 
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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
 
 
 
 
Rule 13a-14(a)/15d-14(a) Certification of Chief
 
 
 
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
 
 
 
 
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
 
 
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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, 2020
By: 
/s/ Ronald Kempers
 
 
 
Chief Executive Officer / Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
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