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Subsequent Events
9 Months Ended
Sep. 30, 2023
Subsequent Events  
Subsequent Events

Note 4. Subsequent Events

 

On October 16, 2023, the Company was informed by the OTC Markets that the Company’s bid price for the stock closed below $0.001 on October 13, 2023, and that in the event that the Company’s closing bid price per share falls below $0.001 at any time for five consecutive trading days, the Company will be removed from OTCQB as per Section 4.1(b) of the OTCQB Standards. On October 23, 2023, the Company was informed that it has been moved from the OTCQB to the OTC Pink on October 24, 2023, as its closing bid price per share has fallen below $0.001 for more than 5 consecutive trading days.

 

The Company filed an 8-K on October 11, 2023, a Form Pre-14C and Schedule 13E-3 on October 16 and October 17, 2023, respectively, followed by a Form Def-14C and Schedule 13E-3/A on October 27, 2023 in which it announced (i) the approval on October 5, 2023 of resolutions by the Company’s Board of Directors (the “Board”) proposing an amendment to the Company’s Certificate of Incorporation (the “ Certificate of Incorporation”) to effect a reverse stock split of the Company’s Common Stock (the “Reverse Stock Split”) and (ii) the receipt of written consents dated October 9, 2023 (the “ Written Consents”), approving such amendment by stockholders holding 51.55% of the voting power of all of the Company’s stockholders entitled to vote (the “Consenting Stockholders”) on the matter as of October 9, 2023 (the “ Record Date”). The resolutions adopted by the Board and the written consents of the stockholders give has provided the Company the authority to file a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”). The Certificate of Amendment shall be filed with the Secretary of State of the State of Delaware on or after November 20, 2023 (20 calendar days following the date this Information Statement is first mailed to the Company’s stockholders) and will become effective immediately thereafter (the “Effective Date”). As a result of the Reverse Stock Split, as described in the Form Def-14C, Mymetics stockholders owning fewer than 2,000 shares of Mymetics Common Stock will receive cash in the amount of $0.0023 per share of existing Common Stock, and Mymetics stockholders who own 2,000 or more shares of existing Common Stock on the Effective Date will receive (i) one share of new Common Stock for every 2,000 shares of existing Common Stock held on the Effective Date and (ii) cash in lieu of any fractional share of new Common Stock that such holder would otherwise be entitled to receive on the basis of $0.0023 per share of existing Common Stock.

 

Although the Reverse Stock Split has been approved by the requisite number of stockholders, the Company’s Board reserves the right, in its discretion, to abandon the Reverse Stock Split prior to the proposed Effective Date if it determines that abandoning the Reverse Stock Split is in the best interests of the Company.

 

The Reverse Stock Split is being undertaken as part of the Company’s plan to suspend its obligations to file periodic and current reports and other information with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As described further in the Information Statement Form Def-14C, the Company’s Board has determined that the costs of being a public reporting company outweigh the benefits thereof. The actions described herein, including effecting the Reverse Stock Split, terminating the registration of our Common Stock under Section 12(g) of the Exchange Act and suspending of our reporting obligations under Section 15(d) of the Exchange Act, are collectively referred to herein as the “Transaction.” After giving effect to the Transaction, the Company will no longer be subject to the reporting requirements under the Exchange Act or other requirements applicable to a public company, including requirements under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the listing standards of any national securities exchange.

 

Additionally, the Reverse Stock Split is subject to Financial Industry Regulatory Authority (“FINRA”) approval, of which there are no assurances when and if FINRA will provide such approval.

 

On October 15, 2023, Round Enterprises Ltd. and Eardley Holding AG each provided promissory Notes for a total of €600 with a 2.5% interest per annum. The promissory Notes of €480 and €120, respectively, were provided immediately. The maturity date of these promissory notes to follow the same terms of other convertible loans and is the later of (i) December 31, 2023, 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.