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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005
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 (I.R.S. Employer
incorporation or organization) Identification No.)
European Executive Office
14, rue de la Colombiere
1260 Nyon (Switzerland)
(Address of principal executive offices)
011 41 22 363 13 10
(Registrant's telephone number, including area code)
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 [X] No [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date:
Class Outstanding at June 10, 2005
- ----- ----------------------------
Common Stock, $0.01 170'707'864
par value
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS OF EUROS)
March 31, 2005 December 31, 2004
-------------- -----------------
ASSETS
Current Assets
Cash E 8 E -
Receivables 110 110
Prepaid expenses 2 2
------------ ------------
Total current assets 120 112
Patents 65 80
------------ ------------
E 185 E 192
============ ============
LIABILITIES AND SHAREHOLDERS'
EQUITY (DEFICIT)
Current Liabilities
Accounts payable E 1,675 E 1,491
Taxes and social costs payable 40 40
Current portion of notes payable 538 500
Other 116 116
------------ ------------
Total current liabilities 2,369 2,147
Payable to Shareholders 242 242
Note Payable, less current portion 3,065 2,868
------------ ------------
Total liabilities 5,676 5,257
Shareholders' Equity (Deficit)
Common stock, U.S. $.01 par value; 495,000,000 shares
authorized; issued and outstanding
170'647'864 at March 31, 2005 and
68,447,864 at December 31, 2004 736 720
Preferred stock, U.S. $.01 par value; 5,000,000 shares
authorized; none issued or outstanding - -
Additional paid-in capital 5,885 5,522
Deficit accumulated during the development stage (12,933) (12,148)
Accumulated other comprehensive income 821 841
------------ ------------
(5,491) (5,065)
------------ ------------
E 185 E 192
============ ============
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
(IN THOUSANDS OF EUROS, EXCEPT FOR PER SHARE AMOUNTS)
FOR THE THREE FOR THE THREE TOTAL ACCUMULATED
MONTHS ENDED MONTHS ENDED DURING THE
MARCH 31, 2005 MARCH 31, 2004 DEVELOPMENT STAGE
-------------- -------------- -----------------
Revenue
Sales E - E - E 224
Interest - - 34
------------- ------------- ----------------
- - 258
------------- ------------- ----------------
Expenses
Research and development 245 86 4,842
General and administrative 472 264 5,734
Bank fee - - 935
Interest 53 49 795
Goodwill impairment - - 209
Amortization 15 15 396
Directors' fees - - 274
------------- ------------- ----------------
785 414 13,185
------------- ------------- ----------------
Loss before income tax provision (785) (414) (12,927)
Income tax provision - - 6
------------- ------------- ----------------
Net loss (785) (414) (12,933)
Other comprehensive income
Foreign currency translation
adjustment (20) (19) 821
------------- ------------- ----------------
Comprehensive loss E (805) E (433) E (12,112)
============= ============= ================
Basic and diluted loss per share E (0.01) E (0.01)
============= =============
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS OF EUROS)
FOR THE THREE FOR THE THREE TOTAL ACCUMULATED
MONTHS ENDED MONTHS ENDED DURING THE
MARCH 31, 2005 MARCH 31, 2004 DEVELOPMENT STAGE
-------------- -------------- -----------------
Cash flow from operating activities
Net Loss E (785) E (414) E (12,933)
Adjustments to reconcile net loss to
net cash used in operating activities
Amortization 15 15 396
Goodwill impairment - - 209
Fees paid in warrants - 102 223
Services and fee paid in common stock 379 27 1,841
Amortization of debt discount - - 210
Changes in current assets and
liabilities, net of effects from reverse purchase
Decrease(increase) in receivable - (5) (72)
Increase(decrease) in accounts payable 184 (142) 1,377
Increase(decrease) in taxes and - (21) 40
social costs payable
Other - 5 162
------------ ------------ --------------
Net cash used in operating activities (207) (433) (8,547)
------------ ------------ --------------
Cash flows from investing activities
Patents and other - (3) (341)
Cash acquired in reverse purchase - - 13
------------ ------------ --------------
Net cash used in investing activities - (3) (328)
------------ ------------ --------------
Cash flows from financing activities
Proceeds from issuance of common stock - 374 3,663
Borrowing from shareholders - - 242
Increase in note payable and other
short-term advances 235 49 4,287
Loan fees - - (130)
------------ ------------ --------------
Net cash provided by financing activities 235 423 8,062
------------ ------------ --------------
Effect on foreign exchange rate on cash (20) (19) 821
------------ ------------ --------------
Net change in cash 8 (32) 8
Cash, beginning of period - 125 -
------------ ------------ --------------
Cash, end of period E 8 E 93 E 8
============ ============ ==============
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
(UNAUDITED)
Note 1. The Company and Summary of Significant Accounting Policies
Basis of Presentation
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, 2004.
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 ended March 31, 2004 were of a normal and recurring nature.
The amounts presented for the three month period ended March 31, 2004, are not
necessarily indicative of the results of operations for a full year.
The amounts in the notes are rounded to the nearest thousand except for per
share amounts.
Mymetics Corporation ("the Company") was created for the purpose of engaging in
research and development of human health products. Its main research efforts
have been concentrated in the prevention and treatment of the AIDS virus. The
Company has established a network which enables it to work with education
centers, research centers, pharmaceutical laboratories and biotechnology
companies.
These financial statements have been prepared treating the Company as a
development stage company. As of March 31, 2005, the Company had not performed
any clinical testing and a commercially viable product is not expected for
several more years. As such, the Company has not generated significant revenues.
Revenues reported by the Company consist of incidental serum by-products of the
Company's research and development activities and interest income. For the
purpose of these financial statements, the development stage started May 2,
1990.
These financial statements have been prepared assuming the Company will continue
as a going concern. The Company has experienced significant losses since
inception resulting in a deficit in shareholders' equity (deficit) of
E5,491 at March 31, 2005. Deficits in operating cash flows since inception
have been financed through debt and equity funding sources. In order to remain a
going concern and continue the Company's research and development activities,
management intends to seek additional funding. Further, the Company's current
liabilities exceed its current assets by E2,249 as of March 31, 2005, 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.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its subsidiaries. Significant intercompany accounts and transactions have been
eliminated.
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 year. 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 operations. 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.
Receivables
Receivables are stated at their outstanding principal balances. Management
reviews the collectibility of receivables on a periodic basis and determines the
appropriate amount of any allowance. Based on this review procedure, management
has determined that the allowances at March 31, 2005, and December 31, 2004 are
sufficient. The Company charges 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.
Goodwill and Other Intangibles
As required, the Company adopted Statement of Financial Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets," beginning January 1, 2002. Under
this standard, goodwill of a reporting unit and intangible assets that have
indefinite useful lives are not amortized but are tested annually for
impairment. Intangible assets with a finite life are amortized over their
estimated useful lives.
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.
Earnings per Share
Basic earnings per share is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding in the
period. The weighted average number of shares was 68'907'864 for the three
months ended March 31, 2005, 57'658'740 for the three months ended March 31,
2004. Diluted earnings per share takes into consideration common shares
outstanding (computed under basic earnings per share) and potentially dilutive
securities. Warrants and options were not included in the computation of diluted
earnings per share because their effect would be anti-dilutive due to net losses
incurred.
Stock-Based Compensation
The Company has a stock-based employee compensation plan. The Company accounts
for the plan under the recognition and measurement principles of APB Opinion No.
25. "Accounting for Stock Issued to Employees," and related interpretations. No
stock-based employee compensation cost is reflected in net income, as all
options granted under the plan had an exercise price equal to or greater than
the market value of the underlying common stock on the date of grant. The
following table illustrates the effect on net income and earnings per share if
the Company had applied the fair value recognition provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," to stock-based employee compensation.
For the three For the three
months ended months ended
March 31, March 31,
2004 2003
------------- -------------
Net Loss
As reported E (785) E (414)
Deduct: Total stock-based employee compensation
expense determined under fair value based methods
for all awards, net of any related tax effects - -
--------- --------
Pro forma E (785) E (414)
========= ========
Basic and Diluted Loss Per Share
As reported E (0.01) E (0.01)
Pro forma E (0.01) E (0.01)
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, 2005 and 2004
should be read in conjunction with the Corporation's audited consolidated
financial statements 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, 2004 and, to the extent included therein, our
quarterly reports on Form 10-Q filed during fiscal year 2004.
THREE MONTHS ENDED MARCH 31, 2005 AND 2004
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THREE
MONTHS ENDED MARCH 31, 2004
Revenues for the three months ended March 31, 2005 and 2004 were nil.
Costs and expenses increased to E785,000 for the three months ended March 31,
2005 from E414,000 (89.6%) for the three months ended March 31, 2004. Research
and development expenses increased to E245,000 in the current period from
E86,000 (184.9%) in the comparative period of 2004 in an effort to secure
scientific results despite our difficult financial condition, as more fully
disclosed in our Form 10-K for the year ended December 31, 2004. General and
administrative expenses increased to E472,000 in the three months ended March
31, 2005 from E264,000 in the comparative period of 2004 (78.8%) due mostly to
fees paid in shares.
The Corporation reported a net loss of E785,000, or E0.01 per share, for the
three months ended March 31, 2005, compared to E414,000, or E0.01, for the three
months ended March 31, 2004.
LIQUIDITY AND CAPITAL RESOURCES
The Corporation had cash of E8,000 at March 31, 2005 compared to none at
December 31, 2004.
As we are a development stage company, we have not generated any material
revenues since we commenced our current line of business in 2001, and we do not
anticipate generating any material revenues on a sustained basis unless and
until a licensing agreement or other commercial arrangement is entered into with
respect to our technology.
Increases in borrowing pursuant to a non-revolving term facility and other short
term advances provided cash of E235,000 in current period and E49,000 in the
comparative period last year. The non-revolving term facility is in the
principal amount of up to E3.7 million and matures on December 31, 2006, with
partial repayments of E200,000 on June 30, 2005, E300,000 on December 31, 2005
and E400,000 on June 30, 2006. In addition, any amount repaid under this
facility can be converted at the lender's option into "rule 144" restricted
common shares of Mymetics Corporation at $0.30 per share. At March 31, 2005,
Mymetics had borrowed an aggregate of E3,603,000 pursuant to this non-revolving
term facility.
As of March 31, 2005, we had an accumulated deficit of approximately E12.9
million and we incurred losses of E785,000 in the three-month period ending
March 31, 2005. These losses are principally associated with the research and
development of our HIV vaccine technologies, research into potential animal AIDS
treatments, and other related research activity. We expect to continue to incur
expenses in the future for research, development and activities related to the
future licensing of our technologies.
Accounts payable of E1,675,000 at March 31, 2005, include E343,000 due to our
officers as unpaid salaries, fees and out-of-pocket expenses. Payable to
Shareholders of E242,000 at March 31, 2005, represents various amounts advanced
by our founder, Dr. P.-F. Serres, to Hippocampe S.A. (now Mymetics S.A., our
French affiliate) between 1990 and 1999. These advances are reimbursable subject
to the French legal concept of "retour a meilleure fortune" or "return to better
times". This ambiguous concept has been contractually defined in November 1998
between Dr. Serres and Aralis Participations S.A., then a major shareholder of
Hippocampe S.A., as essentially a positive working capital ratio of 1.2 during
four consecutive quarters, said ratio to be computed exclusively on the basis of
commercial revenues for Hippocampe S.A., i.e. to the exclusion of subsidies,
whether from related or unrelated parties. Considering the present status of
Mymetics S.A., it is impossible to predict when such amounts will be reimbursed
to Dr. Serres. Consequently, they are classified as long term debts.
Net cash used by operating activities was E207,000 for the period ended March
31, 2005, compared to E433,000 for the period ended March 31, 2004. The major
factor were services paid in fees and warrants, which provided cash of E379,000
and E102,000 for the periods ended March 31, 2005 and 2004 respectively.
Investing activities provided immaterial cash for the periods ended March 31,
2005 and 2004.
Financing activities provided cash of E235,000 for the period ended March 31,
2005 compared to E423,000 in the same period last year.
Proceeds from issuance of common stock provided no cash during the period ended
March 31, 2005 compared to E374,000 in the same period in 2004.
Our budgeted monthly cash outflow, or cash burn rate, for 2005 is
approximately E240,000 per month for fixed and normal recurring expenses, as
follows, assuming we will be able to obtain the necessary financing:
Current budget Monthly 12 Months
------- ---------
Management salaries, social costs and fees E 50,000 600,000
Traveling expenses 20,000 240,000
Property leases and operating expenses 2,000 24,000
Administration (accounting and 1 secretary) 13,000 156,000
Professional fees 20,000 240,000
Interest expenses 14,000 168,000
----------- ---------
Total General and Administrative expenses E 119,000 1,428,000
----------- ---------
Internal R&D (salaries and Laboratory reagents) 18,000 216,000
Pre-clinical trials 35,000 420,000
External collaborators 68,000 816,000
----------- ---------
Total Research and Development expenses 121,000 1,452,000
----------- ---------
Total E 240,000 2,880,000
=========== =========
We expect that the monthly cash outflow may increase significantly as the
Company increases its research and development activities, and prepares for
additional research and compliance duties associated with the signing of a
partnership agreement with a major pharmaceutical company.
"Salaries and related payroll costs" represents fees for all of our directors
other than our employee directors, gross salaries for two of our executive
officers, and payments under consulting contracts with two of our officers. We
do not pay our non-employee directors, and we credit our two salaried executive
officers a combined amount of E16,000 per month (E20,000 in 2005). Since January
1, 2004, payments of $CHF 9,000 (approx. E6,000) per month for Sylvain Fleury's
services as our Chief Scientific Officer have been made pursuant to a three-way
consulting agreement with Centre Hospitalier Universitaire Vaudois (CHUV), a
Swiss University Hospital located in Lausanne, where Dr. Fleury is employed to
allow him to supervise a research project funded by the Swiss FNRS (Swiss
National Research Foundation) which he had initiated before joining Mymetics.
Since January 1, 2004, payments of E4,000 per month for Marc Girard's services
as our Head of Vaccines Development have been made pursuant to a consulting
agreement with the World Health Organization. For further information regarding
these consulting agreements, see "Executive Compensation - Employment and
Consulting Contracts" appearing elsewhere in this report
Monthly fixed and recurring expenses for "Property leases" of E2,000 represents
the represents the monthly lease and maintenance payments to unaffiliated third
parties for our executive offices located at 14, rue de la Colombiere in Nyon
(Switzerland) (600 square feet), and at 52, avenue du Chanoine Cartellier in
Saint Genis Laval (France) (500 square feet). The lease of our Swiss office can
be cancelled on one month notice. Despite the fact that the lease of our French
facility expired in January 2006, we have been able to cancel it at no
additional cost as of April 30, 2005 on account of the fact that Dr. Serres, who
was alone in using this facility, has not contributed any useful work since
August 2003. We do not lease any research facilities, Dr. Fleury's facilities
being provided free of charge by CHUV as part of his FNRS project. We will
eventually have to lease our own minimal laboratory facilities to conduct
quality checks and to verify scientific results once Dr. Fleury's FNRS project
comes to an end, which is not scheduled to occur before the end of 2005. We are
planning to lease in due time readily available facilities on the campus of the
Swiss Federal Institute of Technology (EPFL) in Lausanne (Switzerland), located
15 miles from our Nyon office.
Included in professional fees are estimated recurring legal fees paid to outside
corporate counsel and ongoing litigation expenses, audit and review fees paid to
our independent accountants, and fees paid for investor relations.
"Interest expense" represents interest paid to MFC Merchant Bank S.A. for a note
payable. This note payable in the maximum amount of E3.7 million carries an
interest rate of Libor + 4% which is accrued on a quarterly basis.
As of March 17, 2005, we had two full-time salaried executives, exclusive of our
contracts for the consulting services of our Chief Scientific Officer and our
Head of Vaccines Development. Certain secretarial work for our CEO is outsourced
to self-employed secretaries who accept being partially paid in common
restricted shares of Mymetics at the current market price of our common stock.
We anticipate hiring an administrative assistant to our CFO as well as a
part-time laboratory technician and a scientific assistant to our CSO in the
first half of 2005, and may need to hire additional personnel in order to meet
the needs and demands of any future workload.
We intend to continue to incur additional expenditures during the next 12 months
for additional research and development of our HIV vaccines. These expenditures
will relate to the continued gp41 testing and are included in the monthly cash
outflow described above. Additional funding requirements during the next 12
months may arise upon the commencement of a phase I clinical trial. We expect
that funding for the cost of any clinical trials would be available either from
current cash reserves or from potential pharmaceutical partners before we
commence the human trials.
In the past we have financed our research and development activities primarily
through debt and equity financings from various parties.
The Corporation anticipates its operations will require approximately E2.8
million in the year ending December 31, 2005. The Corporation will seek to raise
the required capital from lenders, equity or debt issuances, donors and/or
potential partnerships with major international pharmaceutical and biotechnology
firms. However, there can be no assurance that the Corporation will be able to
raise additional capital on terms satisfactory to the Corporation, or at all, to
finance its operations. In the event that the Corporation is not able to obtain
such additional capital, it would be required to further restrict or even halt
its operations.
RECENT FINANCING ACTIVITIES
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 research costs
associated with our gp41 testing. We expect to begin phase I clinical trials in
2006. We will subcontract this research work to best of class research teams.
We do not anticipate that our existing capital resources will be sufficient to
fund our cash requirements through the next month. We do not have enough cash
presently on hand, based upon our current levels of expenditures and anticipated
needs during this period, and we will need additional proceeds from the exercise
of warrants and options and other sources such as private placements under
Regulation D and Regulation S under the Securities Act of 1933. Additional
working capital will be required to meet our requirements by July 2005. 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 future clinical trials.
To date we have generated no material revenues from our business operations. We
are unable to predict when or if we will be able to generate revenues from
licensing our technology or the amounts expected from such activities. These
revenue streams may be generated by us or in conjunction with collaborative
partners or third party licensing arrangements, and may include provisions for
one-time, lump sum payments in addition to ongoing royalty payments or other
revenue sharing arrangements. However, we presently have no commitments for any
such payments.
Sources of additional capital include the exercise of additional options and
warrants currently held by investors and funding through future collaborative
arrangements, licensing arrangements, and debt and equity financings. We do not
know whether additional financing will be available on commercially acceptable
terms when needed. If we 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 we are
unable to secure such additional financing when needed, we will have to curtail
or suspend all or a portion of our business activities and we could be required
to cease operations entirely. Further, if we issue equity securities, our
shareholders may experience severe dilution of their ownership percentage.
OFF-BALANCE SHEET ARRANGMENTS
The Corporation does not have any off-balance sheet arrangements.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
PAYMENTS DUE BY PERIOD (THOUSANDS OF EUROS)
CONTRACTUAL OBLIGATION TOTAL LESS MORE
THAN 1 - 3 3 - 5 THAN
1 YEAR YEARS YEARS 5 YEARS
Long-term debt E3,368 E500 E2,868 E0 E0
Capital Lease Obligations E0 E0 E0 E0 E0
Operating Lease Obligations E6 (2) E6 E0 E0 E0
Purchase Obligations E180 (1,3) E120 E30 E30 E0
Other Long-Term Liabilities Reflected on E242 (4) E0 E242 E0 E0
Mymetics Balance Sheet under GAAP
TOTAL E428 E126 E272 E30 E0
- ------------------
(1) Includes E62,000 with our supplier of gp41 proteins and E10,000 for
neutralizing antibodies tests currently under way.
(2) Office lease rent in France.
(3) French auditors ("Commissaire aux Comptes") are elected for 6 years and
cannot be terminated. Our French auditor has been reelected in 2003. Based
on current budget and cost estimates, we posted E20,000 for the 2004 audit
and E15,000 per year for the audits 2005 until 2009.
(4) Due to Dr. P.-F. Serres, one of our directors, repayable only after our
French subsidiary's financial situation has been stable and its equity
reconstituted. We hope to achieve this condition within 3 years.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates which could affect
our financial condition and results of operations. We have not entered into
derivative contracts for our own account to hedge against such 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 debt obligations which are sensitive to interest
rate fluctuations.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. As of the end of the registrant's fiscal
year ended December 31, 2004, an evaluation of the effectiveness of the
registrant's "disclosure controls and procedures" (as such term is defined in
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) was carried out by the registrant's principal executive
officer and principal financial officer. Based upon that evaluation, the
registrant's principal executive officer and principal financial officer have
concluded that as of the end of that fiscal year, the registrant's disclosure
controls and procedures are effective to ensure that information required to be
disclosed by the registrant in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms.
It should be noted that while the registrant's principal executive officer and
principal financial officer believe that the registrant's disclosure controls
and procedures provide a reasonable level of assurance that they are effective,
they do not expect that the registrant's disclosure controls and procedures or
internal control over financial reporting will prevent all errors and fraud. A
control system, no matter how well conceived or operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are a party to routine litigation incident to our business. Our policy is to
defend vigorously only the suits with material amounts being sought in damages
and after considering the potential legal costs involved. We do not currently
maintain any insurance but are planning to conclude one as soon as our financial
resources will allow it.
The Company is subject to a judgment against a subsidiary Mymetics S.A. issued
in July 2004 by a court ("Tribunal de Prud'hommes") in Nantes (France). A former
employee received a temporary judgment against the Company for E4 for
alleged wrongful termination by the former management of Mymetics S.A. The
Company intends to appeal the judgment.
The Company was party to a second case in which a creditor claims that the
Company owes it approximately E30. The claim was filed before a court in Lyon
("Tribunal de Grande Instance") on June 29, 2004. A judgment in favor of our
creditor was rendered on April 29, 2005 for a total of E38, including the
plaintiff's legal costs. Lack of funds has precluded us from appealing the
judgment on time and it is now likely that the plaintiff will press for payment
which represents a serious threat to our French subsidiary's future under our
present financial conditions.
The Company is subject to a proceeding brought by Dr. Serres, a current director
and former officer, for alleged wrongful termination of Dr. Serres by the
Company's previous management. Dr. Serres was reinstated as Chief Scientific
Officer by the new Board of Directors retroactively from May 5, 2003 until
November 3, 2003, when he was promoted as Head of Exploratory Research, his
current position with the Company. In exchange for being reinstated
retroactively, Dr. Serres agreed to forfeit all legal and punitive compensation
for having been terminated without cause. The French Industrial Tribunal granted
Dr. Serres E46 in an emergency injunction on October 14, 2003. The final
amount which Dr. Serres has claimed in terms of legal and punitive compensation
if the case had been allowed to run its full course is in excess of E175.
Our French legal counsel believes however that this claim is without merit as
under French law, salaried company directors and officers are only eligible for
severance pay and other compensation if certain, very stringent, conditions are
met which, in the Company's counsel's opinion, is evidently not the case for Dr.
Serres. The agreement between Dr. Serres and the Company has yet to be
finalized. On account of the fact that the management disagrees with Dr. Serres
over the quality and the usefulness of the work he has provided since August
2003, it is doubtful that it ever will be. We intend to let the case run its
course through the courts and have ceased to accrue for Dr. Serres salary,
considering that the present accrued amount (E117,000) more than adequately
covers the risk associated with the case.
While we expect to prevail in all of these cases, our management believes that
adverse results in one or more of these cases could have a material adverse
effect on our results of operations in future periods.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
On June 6, 2005, Professor Stanley A. Plotkin resigned as a member of our Board
of Directors, citing the continued absence of D&O liability coverage. Professor
Plotkin however pledged his continued scientific support to the Company.
On June 10, 2005, Dr Robert Zimmer resigned as a member of our Board of
Directors, citing work overload resulting from his other position as head of a
UK company about to go public on the UK Alternative Investment Market. Dr Zimmer
pledged his continued scientific or other support to the Company.
On June 10, 2005, the Board of directors decided to issue 100 million free
shares to the Bill and Melinda Gates Foundation in an effort to attract Mr.
Gates' personal attention and support for our AIDS vaccine project, the very
existence of which is threatened by our present shortage of working capital.
On June 13, Dr Pierre-Francois Serres resigned as a member of our Board of
Directors. There were no disagreements with the former board member with respect
to management matters or accounting issues.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
31.1 Section 302 Certification of Chief Executive Officer
31.2 Section 302 Certification of Chief Financial Officer
32 Section 906 Certification of Chief Executive Officer
and Chief Financial Officer
(b) REPORTS ON FORM 8-K
On January 27, February 23, March 16 and April 15, 2005 respectively, reports on
Forms 8-K were filed to disclose the:
- - The election of Dr. Stanley A, Plotkin to the Board of directors of
Mymetics.
- - The agreement with MFC Merchant Bank SA regarding the restructuring of our
outstanding credit facility.
- - The agreement signed with Pevion AG.
- - The fact that our previous filings should not be relied upon anymore.
No financial statements were filed in connection with these reports on Form 8-K.
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.
Dated: June 10, 2005 MYMETICS CORPORATION
By: /s/ Christian Rochet
-------------------------------------
President and Chief Executive Officer