Document and Entity Information
Document and Entity Information - EUR (€) | 12 Months Ended | |
Dec. 31, 2018 | Mar. 28, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MYMETICS CORP | |
Entity Central Index Key | 0000927761 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Public Float | € 7,292,569 | |
Entity Common Stock, Shares Outstanding | 303,757,622 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | FY | |
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | € 479 | € 1,180 |
Receivables | 585 | 90 |
Prepaid expenses | 37 | 36 |
Total current assets | 1,101 | 1,306 |
Property and equipment, net of accumulated depreciation of E391 and E406 at December 31, 2017 and 2016, respectively | 36 | 65 |
Goodwill | 6,671 | 6,671 |
Total assets | 7,808 | 8,042 |
Current Liabilities | ||
Accounts payable | 75 | 237 |
Deferred revenue from grants | 0 | 274 |
Non-convertible notes payable and related accrued interest to related parties | 4,002 | 2,330 |
Convertible notes payable to related parties | 50,756 | 48,079 |
Total liabilities | 54,833 | 50,920 |
Shareholders' Equity (Deficit) | ||
Common stock, U.S. $.01 par value; 1,000,000,000 shares authorized at December 31, 2018 and 2017; issued and outstanding 303,757,622 at December 31, 2018 and 2017 | 2,530 | 2,530 |
Preferred stock, U.S. $.01 par value; 5,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 34,441 | 34,428 |
Accumulated deficit | (84,675) | (80,503) |
Accumulated other comprehensive income | 679 | 667 |
Total shareholders' equity (deficit) | (47,025) | (42,878) |
Total liabilities and shareholders' equity (deficit) | € 7,808 | € 8,042 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Property and equipment, accumulated depreciation | € 406 | € 391 |
Shareholders' Equity (Deficit) | ||
Common stock, par value | € 0.01 | € 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 303,757,622 | 303,757,622 |
Common stock, shares outstanding | 303,757,622 | 303,757,622 |
Preferred stock, par value | € 0.01 | € 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | ||
Research and development services | € 75 | € 202 |
Grants | 892 | 1,313 |
Total revenue | 967 | 1,515 |
Expenses | ||
Research and development | 1,217 | 2,130 |
General and administrative | 1,095 | 1,155 |
Bank fee | 2 | 2 |
Depreciation | 29 | 39 |
Directors' fees | 20 | 20 |
Foreign exchange gain (loss) | 123 | (319) |
Total expenses | 2,486 | 3,027 |
Operating Loss | (1,519) | (1,512) |
Interest expense | 2,634 | 2,595 |
Loss before income tax (provision) benefit | (4,153) | (4,107) |
Income tax (provision) benefit | (19) | (5) |
Net loss | (4,172) | (4,112) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | 12 | (23) |
Comprehensive loss | € (4,160) | € (4,135) |
Basic and diluted loss per share | € (0.01) | € (0.01) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - EUR (€) € in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income / Loss | Total |
Balance at Dec. 31, 2016 | € 2,530 | € 34,392 | € (76,391) | € 690 | € (38,779) |
Balance (in shares) at Dec. 31, 2016 | 303,757,622 | ||||
Stock compensation expense - options | 36 | 36 | |||
Net loss for the year | (4,112) | (4,112) | |||
Translation adjustment | (23) | (23) | |||
Balance at Dec. 31, 2017 | € 2,530 | 34,428 | (80,503) | 667 | (42,878) |
Balance (in shares) at Dec. 31, 2017 | 303,757,622 | ||||
Stock compensation expense - options | 13 | 13 | |||
Net loss for the year | (4,172) | (4,172) | |||
Translation adjustment | 12 | 12 | |||
Balance at Dec. 31, 2018 | € 2,530 | € 34,441 | € (84,675) | € 679 | € (47,025) |
Balance (in shares) at Dec. 31, 2018 | 303,757,622 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flow from Operating Activities | ||
Net loss | € (4,172) | € (4,112) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 29 | 39 |
Stock compensation expense - options | 13 | 36 |
Changes in operating assets and liabilities | ||
Receivables | (495) | 80 |
Accrued interests on notes payable | 2,749 | 2,275 |
Deferred revenue from grants | (274) | (891) |
Accounts payable | (162) | 117 |
Other | (1) | 5 |
Net cash used in operating activities | (2,313) | (2,451) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | 0 | (37) |
Net cash used in investing activities | 0 | (37) |
Cash Flows from Financing Activities | ||
Increase in notes payable | 1,600 | 2,300 |
Net cash used in financing activities | 1,600 | 2,300 |
Effect on foreign exchange rate on cash | 12 | (23) |
Net decrease in cash | (701) | (211) |
Cash, beginning of period | 1,180 | 1,391 |
Cash, end of period | 479 | 1,180 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash Paid for Interest | € 0 | € 0 |
1. The Company and Summary of S
1. The Company and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Summary of Significant Accounting Policies | Basis of Presentation and Going Concern The amounts in the notes are stated in Euros, unless otherwise noted, and rounded to the nearest thousand except for share and per share amounts. Mymetics Corporation (the "Company" or "Mymetics") 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. As of December 31, 2018, the Company is in the pre-clinical testing of some of its vaccine candidates and a commercially viable product is not expected for several more years. However, the Company generated some revenue through its license, collaboration and grant agreements. The Company is working on several research projects with commercial partners for immunotherapy in the fields of allergy and oncology. The allergy project is in collaboration with Anergis SA, for which the Company prepared virosome based vaccines which include Anergis peptides for treating birch pollen allergy. These formulations were tested in preclinical studies and compared to the Anergis earlier formulations. The success criteria were met and Anergis has now a time limited exclusive option to enter into a License and Collaboration Agreement with Mymetics for the use of virosomes in the field of allergies. The Company also finished the grant funded project in the field of HIV from the EU Horizon 2020 and Switzerland SERI which focused on developing thermostable and cold chain independent virosome based vaccines (MACIVIVA project). This project ended on November 3, 2018. Management believes that the Company’s research and development activities will result in valuable intellectual property that can generate significant revenues in the future through licensing. Vaccines are one of the fastest growing markets in the pharmaceutical industry. These consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced negative cash flows from operations and significant losses since inception resulting in an accumulated deficit of E84,675 at December 31, 2018. Further, the Company’s current liabilities exceed its current assets by E53,732 as of December 31, 2018, 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. Critical Accounting Policies and Management Estimates The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Certain of the estimates and assumptions required to be made relate to matters that are inherently uncertain as they pertain to future events. While management believes that the estimates and assumptions used were the most appropriate, actual results could differ significantly from those estimates under different assumptions and conditions. The following is a description of those accounting policies believed by management to require subjective and complex judgments which could potentially affect reported results. 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 assets and liabilities of its subsidiaries at the rate of exchange at the balance sheet date. Revenues and expenses of its subsidiaries 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 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 Effective January 1, 2018, the Company adopted Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers, using the modified retrospective method and there was no impact to financial position and results of operations as a result of the adoption. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. 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. The Company only applies 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, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Overall, adoption of the new standard did not result in an adjustment to amounts previously reported in our consolidated financial statements and there were no other significant changes impacting the timing or measurement of our revenue or our business processes and controls. 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”. The Company concluded the definition of a contract with a “customer” was not met as the counterparty to the government grants has not contracted to obtain goods or services and thus the contracts are not considered to have commercial substance. Government grants provide the Company with payments for certain types of expenditures related to research and development activities over a contractually defined period. Revenue from government grants is recognized in the period during which the related costs are incurred, provided that the applicable conditions under the government contracts have been met. Grant Revenue - HORIZON 2020 In April 2015, the Company was selected to receive project grants with a total of E8.4 million. A total of E5.3 million is funded as part of Horizon 2020, the European Union research and innovation framework program and up to E3.1 million of funding will be provided by the Swiss State “Secretariat for Education, Research and Innovation” (SERI) for the Swiss based consortium partners. The grant funds the evaluation, development and manufacturing scale-up of thermo-stable and cold-chain independent nano-pharmaceutical virosome-based vaccine candidates. Of the total amount, E3.8 million is directly attributable to Mymetics’ activities, with the remaining balance going to the consortium partners and is not recorded in Mymetics financial statements. The project started on May 4, 2015 and officially ended on November 2, 2018, after which a final report has been prepared, and submitted to the EU for a total costs declared of E8,262 for the total project and E3,673 for Mymetics. The amounts mentioned in the following statements are purely related to Mymetics and not to the other partners in the projects: The Company received a pre-payment from the two granting organizations for a total value of E1,554 in May 2015, a second tranche of E917 from the EU was received in December 2016, and E614 from “SERI” was received in April 2017, which was used to finance the next reporting covering the period of November 2016 to October 2017. In November 2017, the Company submitted the second report and a new funding request, which resulted in another tranche of funding from the EU of E77 received in February 2018. This brings the total funding received to date to E3,162, which represents 82% of the awarded grant contribution. On December 21, 2018, the final report has been officially submitted to the EU. The total cost incurred by the Company of E3,673 represents 96% of the maximum grant. As a result, the Company funded the project for a total of E511 as of December 31, 2018. The final report has been validated by the EU and SERI and the final payments have been received during the first quarter of 2019. 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. The pre-defined success criteria were met and Anergis has now a time limited option to enter into an exclusive license agreement with Mymetics for the use of virosomes in the field of allergies. 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. 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 December 31, 2018 or 2017. 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. 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. As of December 31, 2018, management believes there are no indications of impairment. 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 December 31, 2018 or 2017. The Company’s United States tax returns are open to audit for the years ended December 31, 2015 to 2018. The returns for the Swiss subsidiary, Mymetics S.A., are open to audit for the year ended December 31, 2018. The returns for the Netherlands subsidiaries, Bestewil B.V. and Mymetics B.V., are open to audit for the year ended December 31, 2018. Earnings per Share Basic earnings per share is computed by dividing net income or loss attributable to common shareholders by the weighted average number of common shares outstanding in the common period. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. For the years ended December 31, 2018 and 2017, options and convertible debt were not included in the computation of diluted earnings per share under the treasury stock method because their effect would be anti-dilutive due to the net loss. For the year ended December 31, 2018, the weighted average number of shares was 303,757,622. For the same period, the total potential number of shares issuable of 659,783,442 includes 630,683,442 potential issuable shares related to convertible loans and 29,100,000 potential issuable shares related to outstanding not expired options granted to employees. For the year ended December 31, 2017, the weighted average number of shares was 303,757,622. For the same period, the total potential number of shares issuable of 623,183,765 includes 594,083,765 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. No shares are issued or outstanding at December 31, 2018 or 2017. The preferred stock is issuable in several series with varying dividend, conversion and voting rights. The specific series and rights will be determined upon any issuance of preferred stock. 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 services are rendered. Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value Measurements Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1- Quoted prices in active markets for identical assets or liabilities. Level 2- Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3- Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Fair Values of Financial Instruments The Company generally has the following financial instruments: cash, receivables, accounts payable, and notes payable. The carrying value of cash, receivables and accounts payable, approximates their fair value based on the short-term nature of these financial instruments. Management believes that it is not practicable to estimate the fair value of the notes payable due to the conversion features and unique nature of these instruments. Concentrations In 2018 and 2017, the Company derived 92% and 87% of revenue from the Horizon 2020 project respectively. Recently Issued Accounting Standards In February 2016, FASB issued Accounting Standards Update No. 2016-02, Leases: Topic 842 (ASU 2016-02), that replaces existing lease guidance. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use (ROU) assets and corresponding lease liabilities on the balance sheet. Under the new guidance, leases will continue to be classified as either finance or operating, with classification affecting the pattern of expense recognition in the Consolidated Statements of Comprehensive Loss. Lessor accounting is largely unchanged under ASU 2016-02. Adoption of ASU 2016-02 is required for fiscal reporting periods beginning after December 15, 2018, including interim reporting periods within those fiscal years with early adoption being permitted. The new standard initially required application with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. In July 2018, this requirement was amended with the issuance of Accounting Standards Update No. 2018-11, Leases: Topic 842: Targeted Improvements (ASU 2018-11), which permits an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases). An entity that elects this additional (and optional) transition method must provide the required Topic 840 disclosures for all periods that continue to be in accordance with Topic 840. The amendments do not change the existing disclosure requirements in Topic 840. The Company adopted the standard on January 1, 2019 and based on leases in place at that date, the Company doesn’t expect a material impact. In June 2016, the FASB issued ASU 2016-13, Financial Instruments: Credit Losses (“ASU 2016-13”), which changes the impairment model for most financial instruments, including trade receivables from an incurred loss method to a new forward-looking approach, based on expected losses. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU is effective for us in the first quarter of 2020 and must be adopted using a modified retrospective transition approach. The Company is currently evaluating the potential impact that the adoption of ASU 2016-13 will have on our consolidated financial statements. |
2. Transactions with Affliliate
2. Transactions with Affliliates | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Transactions with Affliliates | Mr. Ernest M. Stern, the Company’s outside U.S. counsel, is both a director of the Company and was a partner in Akerman LLP, the firm retained in 2016 as legal counsel by the Company. Mr. Stern resigned from the firm Akerman LLP and became a partner in the law firm of Culhane Meadows PLLC as of March 1, 2017. Culhane Meadows PLLC is the Company’s legal counsel effective March 1, 2017. Fees paid to the law firms in the years ended December 31, 2018 and 2017, amounted to E22 and E63, respectively. Two of the Company’s major shareholders have granted secured convertible notes, short term convertible notes and short term promissory notes, which have a total carrying amount of E54,370, including interest due to date. Conversion prices on the Euro-denominated convertible debt have been fixed to a fixed Euro/US dollar exchange rate. The details of these notes and other loans are as follows at December 31, 2018: Fixed Conversion Rate Lender 1st-Issue Principal Duration Interest Price EUR/USD Price Date Amount (Note) Rate (US$ stated) Conversion Eardley Holding A.G. (1) 06/23/2006 E 166 (2 ) 10% pa $ 0.10 N/A Anglo Irish Bank S.A.(3) 10/01/2007 E 500 (2 ) 10% pa $ 0.50 1.4090 Round Enterprises Ltd. 12/10/2007 E 1,500 (2 ) 10% pa $ 0.50 1.4429 Round Enterprises Ltd. 01/22/2008 E 1,500 (2 ) 10% pa $ 0.50 1.4629 Round Enterprises Ltd. 04/25/2008 E 2,000 (2 ) 10% pa $ 0.50 1.5889 Round Enterprises Ltd. 06/30/2008 E 1,500 (2 ) 10% pa $ 0.50 1.5380 Round Enterprises Ltd. 11/17/2008 E 1,200 (2 ) 10% pa $ 0.50 1.2650 Round Enterprises Ltd. 02/06/2009 E 1,500 (2 ) 10% pa $ 0.50 1.2940 Round Enterprises Ltd. 06/15/2009 E 5,500 (2,4 ) 10% pa $ 0.80 1.4045 Eardley Holding A.G. 06/15/2009 E 100 (2,4 ) 10% pa $ 0.80 1.4300 Von Meyenburg 08/03/2009 E 200 (2 ) 10% pa $ 0.80 1.4400 Round Enterprises Ltd. 10/13/2009 E 2,000 (2 ) 5% pa $ 0.25 1.4854 Round Enterprises Ltd. 12/18/2009 E 2,200 (2 ) 5% pa $ 0.25 1.4338 Round Enterprises Ltd. 08/04/2011 E 1,049 (5,6 ) 10% pa $ 0.034 N/A Eardley Holding A.G. 08/04/2011 E 262 (5,6 ) 10% pa $ 0.034 N/A Round Enterprises Ltd. 11/08/2011 E 400 (6 ) 10% pa $ 0.034 1.3787 Eardley Holding A.G. 11/08/2011 E 100 (6 ) 10% pa $ 0.034 1.3787 Round Enterprises Ltd. 02/10/2012 E 1,000 (6 ) 10% pa $ 0.034 1.3260 Eardley Holding A.G. 02/14/2012 E 200 (6 ) 10% pa $ 0.034 1.3260 Round Enterprises Ltd. 04/19/2012 E 321 (6 ) 10% pa $ 0.034 1.3100 Eardley Holding A.G. 04/19/2012 E 81 (6 ) 10% pa $ 0.034 1.3100 Round Enterprises Ltd. 05/04/2012 E 480 (6 ) 10% pa $ 0.034 1.3152 Eardley Holding A.G. 05/04/2012 E 120 (6 ) 10% pa $ 0.034 1.3152 Round Enterprises Ltd. 09/03/2012 E 200 (6 ) 10% pa $ 0.034 1.2576 Eardley Holding A.G. 09/03/2012 E 50 (6 ) 10% pa $ 0.034 1.2576 Round Enterprises Ltd. 11/04/2012 E 500 (6 ) 10% pa $ 0.034 1.2718 Eardley Holding A.G. 12/06/2012 E 125 (6 ) 10% pa $ 0.034 1.3070 Round Enterprises Ltd. 01/16/2013 E 240 (6 ) 10% pa $ 0.034 1.3318 Eardley Holding A.G. 01/16/2013 E 60 (6 ) 10% pa $ 0.034 1.3318 Round Enterprises Ltd. 03/25/2013 E 400 (6 ) 10% pa $ 0.037 1.2915 Eardley Holding A.G. 04/14/2013 E 150 (6 ) 10% pa $ 0.034 1.3056 Round Enterprises Ltd. 04/14/2013 E 600 (6 ) 10% pa $ 0.034 1.3056 Eardley Holding A.G. 05/15/2013 E 170 (6 ) 10% pa $ 0.037 1.2938 Round Enterprises Ltd. 05/15/2013 E 680 (6 ) 10% pa $ 0.037 1.2938 Eardley Holding A.G. 06/24/2013 E 60 (6 ) 10% pa $ 0.025 1.3340 Round Enterprises Ltd. 06/24/2013 E 240 (6 ) 10% pa $ 0.025 1.3340 Eardley Holding A.G. 08/05/2013 E 80 (6 ) 10% pa $ 0.018 1.3283 Round Enterprises Ltd. 08/05/2013 E 320 (6 ) 10% pa $ 0.018 1.3283 Eardley Holding A.G. 03/01/2017 E 230 (7 ) 2.5% pa Round Enterprises Ltd. 03/01/2017 E 920 (7 ) 2.5% pa Eardley Holding A.G. 10/18/2017 E 230 (7 ) 2.5% pa Round Enterprises Ltd. 10/18/2017 E 920 (7 ) 2.5% pa Eardley Holding A.G. 06/01/2018 E 160 (8 ) 2.5% pa Round Enterprises Ltd. 06/01/2018 E 640 (8 ) 2.5% pa Eardley Holding A.G. 11/10/2018 E 160 (8 ) 2.5% pa Round Enterprises Ltd. 11/10/2018 E 640 (8 ) 2.5% pa Total Short Term Principal Amounts E 31,654 Accrued Interest E 23,104 TOTAL LOANS AND NOTES E 54,758 Fixed Conversion Rate Lender 1st-Issue Principal Duration Interest Price EUR/USD Price Date Amount (Note) Rate (US$ stated) Conversion Eardley Holding A.G. (1) 06/23/2006 E 166 (2) 10% pa $ 0.10 N/A Anglo Irish Bank S.A.(3) 10/01/2007 E 500 (2) 10% pa $ 0.50 1.4090 Round Enterprises Ltd. 12/10/2007 E 1,500 (2) 10% pa $ 0.50 1.4429 Round Enterprises Ltd. 01/22/2008 E 1,500 (2) 10% pa $ 0.50 1.4629 Round Enterprises Ltd. 04/25/2008 E 2,000 (2) 10% pa $ 0.50 1.5889 Round Enterprises Ltd. 06/30/2008 E 1,500 (2) 10% pa $ 0.50 1.5380 Round Enterprises Ltd. 11/17/2008 E 1,200 (2) 10% pa $ 0.50 1.2650 Round Enterprises Ltd. 02/06/2009 E 1,500 (2) 10% pa $ 0.50 1.2940 Round Enterprises Ltd. 06/15/2009 E 5,500 (2,4) 10% pa $ 0.80 1.4045 Eardley Holding A.G. 06/15/2009 E 100 (2,4) 10% pa $ 0.80 1.4300 Von Meyenburg 08/03/2009 E 200 (2) 10% pa $ 0.80 1.4400 Round Enterprises Ltd. 10/13/2009 E 2,000 (2) 5% pa $ 0.25 1.4854 Round Enterprises Ltd. 12/18/2009 E 2,200 (2) 5% pa $ 0.25 1.4338 Round Enterprises Ltd. 08/04/2011 E 1,049 (5,6) 10% pa $ 0.034 N/A Eardley Holding A.G. 08/04/2011 E 262 (5,6) 10% pa $ 0.034 N/A Round Enterprises Ltd. 11/08/2011 E 400 (6) 10% pa $ 0.034 1.3787 Eardley Holding A.G. 11/08/2011 E 100 (6) 10% pa $ 0.034 1.3787 Round Enterprises Ltd. 02/10/2012 E 1,000 (6) 10% pa $ 0.034 1.3260 Eardley Holding A.G. 02/14/2012 E 200 (6) 10% pa $ 0.034 1.3260 Round Enterprises Ltd. 04/19/2012 E 321 (6) 10% pa $ 0.034 1.3100 Eardley Holding A.G. 04/19/2012 E 81 (6) 10% pa $ 0.034 1.3100 Round Enterprises Ltd. 05/04/2012 E 480 (6) 10% pa $ 0.034 1.3152 Eardley Holding A.G. 05/04/2012 E 120 (6) 10% pa $ 0.034 1.3152 Round Enterprises Ltd. 09/03/2012 E 200 (6) 10% pa $ 0.034 1.2576 Eardley Holding A.G. 09/03/2012 E 50 (6) 10% pa $ 0.034 1.2576 Round Enterprises Ltd. 11/04/2012 E 500 (6) 10% pa $ 0.034 1.2718 Eardley Holding A.G. 12/06/2012 E 125 (6) 10% pa $ 0.034 1.3070 Round Enterprises Ltd. 01/16/2013 E 240 (6) 10% pa $ 0.034 1.3318 Eardley Holding A.G. 01/16/2013 E 60 (6) 10% pa $ 0.034 1.3318 Round Enterprises Ltd. 03/25/2013 E 400 (6) 10% pa $ 0.037 1.2915 Eardley Holding A.G. 04/14/2013 E 150 (6) 10% pa $ 0.034 1.3056 Round Enterprises Ltd. 04/14/2013 E 600 (6) 10% pa $ 0.034 1.3056 Eardley Holding A.G. 05/15/2013 E 170 (6) 10% pa $ 0.037 1.2938 Round Enterprises Ltd. 05/15/2013 E 680 (6) 10% pa $ 0.037 1.2938 Eardley Holding A.G. 06/24/2013 E 60 (6) 10% pa $ 0.025 1.3340 Round Enterprises Ltd. 06/24/2013 E 240 (6) 10% pa $ 0.025 1.3340 Eardley Holding A.G. 08/05/2013 E 80 (6) 10% pa $ 0.018 1.3283 Round Enterprises Ltd. 08/05/2013 E 320 (6) 10% pa $ 0.018 1.3283 Eardley Holding A.G. 03/01/2017 E 230 (7) 2.5% pa Round Enterprises Ltd. 03/01/2017 E 920 (7) 2.5% pa Eardley Holding A.G. 10/18/2017 E 230 (7) 2.5% pa Round Enterprises Ltd. 10/18/2017 E 920 (7) 2.5% pa Eardley Holding A.G. 06/01/2018 E 160 (8) 2.5% pa Round Enterprises Ltd. E 640 (8) 2.5% pa Eardley Holding A.G. E 160 (8) 2.5% pa Round Enterprises Ltd. E 640 (8) 2.5% pa Total Short Term Principal Amounts E 31,654 Accrued Interest E 23,104 TOTAL LOANS AND NOTES E 54,758 (1) Private investment company of Dr. Thomas Staehelin, member of the Board of Directors and of the Audit Committee of the Company. Face value is stated in U.S. dollars at $190. (2) This maturity date is automatically prolonged for periods of three months, unless called for repayment. (3) Renamed Hyposwiss Private Bank Genève S.A. and acting on behalf of Round Enterprises Ltd. which is a major shareholder. (4) The loan is secured against 2/3rds of the IP assets of Bestewil Holding BV and against all property of the Company. (5) The face values of the loans are stated in U.S. dollars at $1,200 and $300, respectively. (6) This maturity date is automatically prolonged for periods of three months, unless called for repayment. The conversion price per share is determined by the lower of (i) reducing by 10% the price per share of the Company’s common stock paid by the investors in connection with an investment in the Company of not less than US$20,000, or (ii) at the stated conversion price using a fixed exchange rate which are noted in the table above. (7) On March 1, 2017, Round Enterprises Ltd. and Eardley Holding AG each provided two promissory Notes for a total of E1,840 and E460, respectively, with a 2.5% interest per annum and a maturity date of March 1, 2018. The first 50% of the promissory Notes of E920 and E230, respectively, were provided immediately. The second 50% of the promissory notes of E920 and E230, respectively, were provided on October 18, 2017 with a 2.5% interest per annum and a maturity date of October 18, 2018. Both Round Enterprises Ltd. And Eardley Holding AG have agreed to amend the maturity date of these promissory notes to follow the same terms of the other convertible loans. Therefore the maturity date of the promissory notes is amended to be the later of (i) June 30, 2018, 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 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. |
3. Income Taxes
3. Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The reconciliation of income tax on loss computed at the federal statutory rates to income tax expense is as follows: 2018 2017 U.S. Federal statutory rates on net loss before income taxes E(876) E(1,396) Effect of foreign statutory rate differences (43 ) (36 ) Effect of exchange rate changes (952 ) 3,516 Expiration of net operating loss carry forwards 299 580 Permanent differences (24 ) (12 ) Deferred tax impact from tax rate change -- 9,422 Change in valuation allowance 1,615 (12,069 ) Income tax provision (benefit) E19 E5 Deferred tax asset is composed of the following: 2018 2017 Licenses capitalized for United States tax purposes E 295 E 357 Stock options 160 157 Foreign tax credit carry over 224 214 Net operating loss carry forwards United States 16,017 14,687 Switzerland 160 299 The Netherlands 907 434 17,763 16,148 Less valuation allowance for deferred tax asset (17,763 ) (16,148 ) Net deferred tax asset E -- E -- On December 22, 2017, “H.R.1”, formerly known as the “Tax Cuts and Jobs Act”, was signed into law. Among other items, H.R.1 reduces the federal corporate tax rate to 21% from the existing maximum rate of 35%, effective January 1, 2018. As a result, the Company revalued its net deferred tax asset at December 31, 2017 at the new lower tax rate resulting in a reduction to the value of the deferred tax asset. The Company's provision for income taxes was derived from U.S., Swiss, and Netherlands operations. At December 31, 2018, the Company had estimated net operating loss carry forwards which expire as follows: United States Switzerland The Netherlands 2019 334 466 -- 2020 493 114 251 2021 1,015 -- 629 2022 1,901 -- 2023 1,266 43 2024-2037 67,687 30 2,703 Perpetual 3,575 -- E 76,271 E 611 3,626 |
4. Stock Options
4. Stock Options | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stock Options | 2001 Qualified Incentive Stock Option Plan: The Company's board of directors approved a Stock Option Plan on June 15, 2001, which provides for the issuance of up to 5,000,000 shares of the Company's common stock to employees and non-employee directors. 2009 Qualified Incentive Stock Option Plan: During 2010, the Board of Directors of Mymetics awarded 4,350,000 incentive stock options to the employees and officers of the Company. 2013 Qualified Incentive Stock Option Plan: For the year ended December 31 2013, the Board of Directors of Mymetics approved 30,000,000 incentive stock options to the employees and officers of the Company. The Company recognized compensation expense related to the issued option grants of E13 and E36 for the years ended December 31, 2018 and 2017, respectively. These amounts were recognized as research and development expense and general and administrative expense based on the specific recipient of the award for the years ended December 31, 2018 and 2017. As of December 31, 2018, a total of 442,500 shares of common stock with unrecognized compensation cost of E1 are unvested. The cost is expected to be recognized ratably through March 2019. A summary of activity related to stock options under the 2001, 2009 and 2013 Stock Option Plans is represented below: Number of Shares Exercise Price Range Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2016 29,100,000 $ 0.02 to $0.19 $ 0.0364 Granted -- -- -- Exercised -- -- -- Expired/forfeited Outstanding, December 31, 2017 29,100,000 $ 0.02 to $0.19 $ 0.0364 Granted -- -- -- Exercised -- -- -- Expired/forfeited -- -- -- Outstanding, December 31, 2018 29,100,000 $ 0.02 to $0.19 $ 0.0364 4.81 $ 809,400 Exercisable, December 31, 2018 27,490,000 $ 0.02 to $0.19 $ 0.0372 4.72 $ 762,066 The aggregate intrinsic value of the stock options fluctuates in relation to the market price of the Company’s common stock. Outstanding and exercisable options by price range as of December 31, 2018, were as follows: Outstanding options Exercisable Options Weighted Weighted Weighted Average Average Average Range of Exercise Number Remaining Exercise Number Exercise Prices per Share Outstanding Life (Years) Price Exercisable Price $ 0.14 2,350,000 1.0 $ 0.140 2,350,000 $ 0.140 $ 0.19 1,000,000 1.5 $ 0.190 1,000,000 $ 0.190 $ 0.02 17,450,000 4.8 $ 0.020 17,450,000 $ 0.020 $ 0.023 8,300,000 6.3 $ 0.023 6,690,000 $ 0.023 $ 0.02 - $ 0.19 29,100,000 $ 0.0364 27,490,000 $ 0.0372 During the year 2018 and 2017, no stock options were issued. As of December 31, 2018, the 2013 Stock Option Plan has 1,150,000 shares available for future grants of stock options. The Company will issue new shares upon the exercise of any options. |
5. Commitments
5. Commitments | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Total rent expense per year was E150 for 2018 and E150 for 2017. The lease of the Company’s Lausanne, Switzerland facilities and the lease of the Company’s facilities in Leiden, the Netherlands, can be terminated in 2019. |
1. The Company and Summary of_2
1. The Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Going Concern | The amounts in the notes are stated in Euros, unless otherwise noted, and rounded to the nearest thousand except for share and per share amounts. Mymetics Corporation (the "Company" or "Mymetics") 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. As of December 31, 2018, the Company is in the pre-clinical testing of some of its vaccine candidates and a commercially viable product is not expected for several more years. However, the Company generated some revenue through its license, collaboration and grant agreements. The Company is working on several research projects with commercial partners for immunotherapy in the fields of allergy and oncology. The allergy project is in collaboration with Anergis SA, for which the Company prepared virosome based vaccines which include Anergis peptides for treating birch pollen allergy. These formulations were tested in preclinical studies and compared to the Anergis earlier formulations. The success criteria were met and Anergis has now a time limited exclusive option to enter into a License and Collaboration Agreement with Mymetics for the use of virosomes in the field of allergies. The Company also finished the grant funded project in the field of HIV from the EU Horizon 2020 and Switzerland SERI which focused on developing thermostable and cold chain independent virosome based vaccines (MACIVIVA project). This project ended on November 3, 2018. Management believes that the Company’s research and development activities will result in valuable intellectual property that can generate significant revenues in the future through licensing. Vaccines are one of the fastest growing markets in the pharmaceutical industry. These consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced negative cash flows from operations and significant losses since inception resulting in an accumulated deficit of E84,675 at December 31, 2018. Further, the Company’s current liabilities exceed its current assets by E53,732 as of December 31, 2018, 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. |
Critical Accounting Policies and Management Estimates | The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Certain of the estimates and assumptions required to be made relate to matters that are inherently uncertain as they pertain to future events. While management believes that the estimates and assumptions used were the most appropriate, actual results could differ significantly from those estimates under different assumptions and conditions. The following is a description of those accounting policies believed by management to require subjective and complex judgments which could potentially affect reported results. |
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 assets and liabilities of its subsidiaries at the rate of exchange at the balance sheet date. Revenues and expenses of its subsidiaries 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 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 | Effective January 1, 2018, the Company adopted Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers, using the modified retrospective method and there was no impact to financial position and results of operations as a result of the adoption. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. 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. The Company only applies 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, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Overall, adoption of the new standard did not result in an adjustment to amounts previously reported in our consolidated financial statements and there were no other significant changes impacting the timing or measurement of our revenue or our business processes and controls. 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”. The Company concluded the definition of a contract with a “customer” was not met as the counterparty to the government grants has not contracted to obtain goods or services and thus the contracts are not considered to have commercial substance. Government grants provide the Company with payments for certain types of expenditures related to research and development activities over a contractually defined period. Revenue from government grants is recognized in the period during which the related costs are incurred, provided that the applicable conditions under the government contracts have been met. Grant Revenue - HORIZON 2020 In April 2015, the Company was selected to receive project grants with a total of E8.4 million. A total of E5.3 million is funded as part of Horizon 2020, the European Union research and innovation framework program and up to E3.1 million of funding will be provided by the Swiss State “Secretariat for Education, Research and Innovation” (SERI) for the Swiss based consortium partners. The grant funds the evaluation, development and manufacturing scale-up of thermo-stable and cold-chain independent nano-pharmaceutical virosome-based vaccine candidates. Of the total amount, E3.8 million is directly attributable to Mymetics’ activities, with the remaining balance going to the consortium partners and is not recorded in Mymetics financial statements. The project started on May 4, 2015 and officially ended on November 2, 2018, after which a final report has been prepared, and submitted to the EU for a total costs declared of E8,262 for the total project and E3,673 for Mymetics. The amounts mentioned in the following statements are purely related to Mymetics and not to the other partners in the projects: The Company received a pre-payment from the two granting organizations for a total value of E1,554 in May 2015, a second tranche of E917 from the EU was received in December 2016, and E614 from “SERI” was received in April 2017, which was used to finance the next reporting covering the period of November 2016 to October 2017. In November 2017, the Company submitted the second report and a new funding request, which resulted in another tranche of funding from the EU of E77 received in February 2018. This brings the total funding received to date to E3,162, which represents 82% of the awarded grant contribution. On December 21, 2018, the final report has been officially submitted to the EU. The total cost incurred by the Company of E3,673 represents 96% of the maximum grant. As a result, the Company funded the project for a total of E511 as of December 31, 2018. The final report has been validated by the EU and SERI and the final payments have been received during the first quarter of 2019. 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. The pre-defined success criteria were met and Anergis has now a time limited option to enter into an exclusive license agreement with Mymetics for the use of virosomes in the field of allergies. 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. |
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 December 31, 2018 or 2017. 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. |
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. As of December 31, 2018, management believes there are no indications of impairment. 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 December 31, 2018 or 2017. The Company’s United States tax returns are open to audit for the years ended December 31, 2015 to 2018. The returns for the Swiss subsidiary, Mymetics S.A., are open to audit for the year ended December 31, 2018. The returns for the Netherlands subsidiaries, Bestewil B.V. and Mymetics B.V., are open to audit for the year ended December 31, 2018. |
Earnings per Share | Basic earnings per share is computed by dividing net income or loss attributable to common shareholders by the weighted average number of common shares outstanding in the common period. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. For the years ended December 31, 2018 and 2017, options and convertible debt were not included in the computation of diluted earnings per share under the treasury stock method because their effect would be anti-dilutive due to the net loss. For the year ended December 31, 2018, the weighted average number of shares was 303,757,622. For the same period, the total potential number of shares issuable of 659,783,442 includes 630,683,442 potential issuable shares related to convertible loans and 29,100,000 potential issuable shares related to outstanding not expired options granted to employees. For the year ended December 31, 2017, the weighted average number of shares was 303,757,622. For the same period, the total potential number of shares issuable of 623,183,765 includes 594,083,765 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. No shares are issued or outstanding at December 31, 2018 or 2017. The preferred stock is issuable in several series with varying dividend, conversion and voting rights. The specific series and rights will be determined upon any issuance of preferred stock. |
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 services are rendered. |
Estimates | The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value Measurements | Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1- Quoted prices in active markets for identical assets or liabilities. Level 2- Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3- Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Fair Values of Financial Instruments | The Company generally has the following financial instruments: cash, receivables, accounts payable, and notes payable. The carrying value of cash, receivables and accounts payable, approximates their fair value based on the short-term nature of these financial instruments. Management believes that it is not practicable to estimate the fair value of the notes payable due to the conversion features and unique nature of these instruments. |
Concentrations | In 2018 and 2017, the Company derived 92% and 87% of revenue from the Horizon 2020 project respectively. |
Recently Issued Accounting Standards | In February 2016, FASB issued Accounting Standards Update No. 2016-02, Leases: Topic 842 (ASU 2016-02), that replaces existing lease guidance. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use (ROU) assets and corresponding lease liabilities on the balance sheet. Under the new guidance, leases will continue to be classified as either finance or operating, with classification affecting the pattern of expense recognition in the Consolidated Statements of Comprehensive Loss. Lessor accounting is largely unchanged under ASU 2016-02. Adoption of ASU 2016-02 is required for fiscal reporting periods beginning after December 15, 2018, including interim reporting periods within those fiscal years with early adoption being permitted. The new standard initially required application with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. In July 2018, this requirement was amended with the issuance of Accounting Standards Update No. 2018-11, Leases: Topic 842: Targeted Improvements (ASU 2018-11), which permits an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases). An entity that elects this additional (and optional) transition method must provide the required Topic 840 disclosures for all periods that continue to be in accordance with Topic 840. The amendments do not change the existing disclosure requirements in Topic 840. The Company adopted the standard on January 1, 2019 and based on leases in place at that date, the Company doesn’t expect a material impact. In June 2016, the FASB issued ASU 2016-13, Financial Instruments: Credit Losses (“ASU 2016-13”), which changes the impairment model for most financial instruments, including trade receivables from an incurred loss method to a new forward-looking approach, based on expected losses. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU is effective for us in the first quarter of 2020 and must be adopted using a modified retrospective transition approach. The Company is currently evaluating the potential impact that the adoption of ASU 2016-13 will have on our consolidated financial statements. |
2. Transactions with Afflilia_2
2. Transactions with Affliliates (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related party | Fixed Conversion Rate Lender 1st-Issue Principal Duration Interest Price EUR/USD Price Date Amount (Note) Rate (US$ stated) Conversion Eardley Holding A.G. (1) 06/23/2006 E 166 (2 ) 10% pa $ 0.10 N/A Anglo Irish Bank S.A.(3) 10/01/2007 E 500 (2 ) 10% pa $ 0.50 1.4090 Round Enterprises Ltd. 12/10/2007 E 1,500 (2 ) 10% pa $ 0.50 1.4429 Round Enterprises Ltd. 01/22/2008 E 1,500 (2 ) 10% pa $ 0.50 1.4629 Round Enterprises Ltd. 04/25/2008 E 2,000 (2 ) 10% pa $ 0.50 1.5889 Round Enterprises Ltd. 06/30/2008 E 1,500 (2 ) 10% pa $ 0.50 1.5380 Round Enterprises Ltd. 11/17/2008 E 1,200 (2 ) 10% pa $ 0.50 1.2650 Round Enterprises Ltd. 02/06/2009 E 1,500 (2 ) 10% pa $ 0.50 1.2940 Round Enterprises Ltd. 06/15/2009 E 5,500 (2,4 ) 10% pa $ 0.80 1.4045 Eardley Holding A.G. 06/15/2009 E 100 (2,4 ) 10% pa $ 0.80 1.4300 Von Meyenburg 08/03/2009 E 200 (2 ) 10% pa $ 0.80 1.4400 Round Enterprises Ltd. 10/13/2009 E 2,000 (2 ) 5% pa $ 0.25 1.4854 Round Enterprises Ltd. 12/18/2009 E 2,200 (2 ) 5% pa $ 0.25 1.4338 Round Enterprises Ltd. 08/04/2011 E 1,049 (5,6 ) 10% pa $ 0.034 N/A Eardley Holding A.G. 08/04/2011 E 262 (5,6 ) 10% pa $ 0.034 N/A Round Enterprises Ltd. 11/08/2011 E 400 (6 ) 10% pa $ 0.034 1.3787 Eardley Holding A.G. 11/08/2011 E 100 (6 ) 10% pa $ 0.034 1.3787 Round Enterprises Ltd. 02/10/2012 E 1,000 (6 ) 10% pa $ 0.034 1.3260 Eardley Holding A.G. 02/14/2012 E 200 (6 ) 10% pa $ 0.034 1.3260 Round Enterprises Ltd. 04/19/2012 E 321 (6 ) 10% pa $ 0.034 1.3100 Eardley Holding A.G. 04/19/2012 E 81 (6 ) 10% pa $ 0.034 1.3100 Round Enterprises Ltd. 05/04/2012 E 480 (6 ) 10% pa $ 0.034 1.3152 Eardley Holding A.G. 05/04/2012 E 120 (6 ) 10% pa $ 0.034 1.3152 Round Enterprises Ltd. 09/03/2012 E 200 (6 ) 10% pa $ 0.034 1.2576 Eardley Holding A.G. 09/03/2012 E 50 (6 ) 10% pa $ 0.034 1.2576 Round Enterprises Ltd. 11/04/2012 E 500 (6 ) 10% pa $ 0.034 1.2718 Eardley Holding A.G. 12/06/2012 E 125 (6 ) 10% pa $ 0.034 1.3070 Round Enterprises Ltd. 01/16/2013 E 240 (6 ) 10% pa $ 0.034 1.3318 Eardley Holding A.G. 01/16/2013 E 60 (6 ) 10% pa $ 0.034 1.3318 Round Enterprises Ltd. 03/25/2013 E 400 (6 ) 10% pa $ 0.037 1.2915 Eardley Holding A.G. 04/14/2013 E 150 (6 ) 10% pa $ 0.034 1.3056 Round Enterprises Ltd. 04/14/2013 E 600 (6 ) 10% pa $ 0.034 1.3056 Eardley Holding A.G. 05/15/2013 E 170 (6 ) 10% pa $ 0.037 1.2938 Round Enterprises Ltd. 05/15/2013 E 680 (6 ) 10% pa $ 0.037 1.2938 Eardley Holding A.G. 06/24/2013 E 60 (6 ) 10% pa $ 0.025 1.3340 Round Enterprises Ltd. 06/24/2013 E 240 (6 ) 10% pa $ 0.025 1.3340 Eardley Holding A.G. 08/05/2013 E 80 (6 ) 10% pa $ 0.018 1.3283 Round Enterprises Ltd. 08/05/2013 E 320 (6 ) 10% pa $ 0.018 1.3283 Eardley Holding A.G. 03/01/2017 E 230 (7 ) 2.5% pa Round Enterprises Ltd. 03/01/2017 E 920 (7 ) 2.5% pa Eardley Holding A.G. 10/18/2017 E 230 (7 ) 2.5% pa Round Enterprises Ltd. 10/18/2017 E 920 (7 ) 2.5% pa Eardley Holding A.G. 06/01/2018 E 160 (8 ) 2.5% pa Round Enterprises Ltd. 06/01/2018 E 640 (8 ) 2.5% pa Eardley Holding A.G. 11/10/2018 E 160 (8 ) 2.5% pa Round Enterprises Ltd. 11/10/2018 E 640 (8 ) 2.5% pa Total Short Term Principal Amounts E 31,654 Accrued Interest E 23,104 TOTAL LOANS AND NOTES E 54,758 Fixed Conversion Rate Lender 1st-Issue Principal Duration Interest Price EUR/USD Price Date Amount (Note) Rate (US$ stated) Conversion Eardley Holding A.G. (1) 06/23/2006 E 166 (2) 10% pa $ 0.10 N/A Anglo Irish Bank S.A.(3) 10/01/2007 E 500 (2) 10% pa $ 0.50 1.4090 Round Enterprises Ltd. 12/10/2007 E 1,500 (2) 10% pa $ 0.50 1.4429 Round Enterprises Ltd. 01/22/2008 E 1,500 (2) 10% pa $ 0.50 1.4629 Round Enterprises Ltd. 04/25/2008 E 2,000 (2) 10% pa $ 0.50 1.5889 Round Enterprises Ltd. 06/30/2008 E 1,500 (2) 10% pa $ 0.50 1.5380 Round Enterprises Ltd. 11/17/2008 E 1,200 (2) 10% pa $ 0.50 1.2650 Round Enterprises Ltd. 02/06/2009 E 1,500 (2) 10% pa $ 0.50 1.2940 Round Enterprises Ltd. 06/15/2009 E 5,500 (2,4) 10% pa $ 0.80 1.4045 Eardley Holding A.G. 06/15/2009 E 100 (2,4) 10% pa $ 0.80 1.4300 Von Meyenburg 08/03/2009 E 200 (2) 10% pa $ 0.80 1.4400 Round Enterprises Ltd. 10/13/2009 E 2,000 (2) 5% pa $ 0.25 1.4854 Round Enterprises Ltd. 12/18/2009 E 2,200 (2) 5% pa $ 0.25 1.4338 Round Enterprises Ltd. 08/04/2011 E 1,049 (5,6) 10% pa $ 0.034 N/A Eardley Holding A.G. 08/04/2011 E 262 (5,6) 10% pa $ 0.034 N/A Round Enterprises Ltd. 11/08/2011 E 400 (6) 10% pa $ 0.034 1.3787 Eardley Holding A.G. 11/08/2011 E 100 (6) 10% pa $ 0.034 1.3787 Round Enterprises Ltd. 02/10/2012 E 1,000 (6) 10% pa $ 0.034 1.3260 Eardley Holding A.G. 02/14/2012 E 200 (6) 10% pa $ 0.034 1.3260 Round Enterprises Ltd. 04/19/2012 E 321 (6) 10% pa $ 0.034 1.3100 Eardley Holding A.G. 04/19/2012 E 81 (6) 10% pa $ 0.034 1.3100 Round Enterprises Ltd. 05/04/2012 E 480 (6) 10% pa $ 0.034 1.3152 Eardley Holding A.G. 05/04/2012 E 120 (6) 10% pa $ 0.034 1.3152 Round Enterprises Ltd. 09/03/2012 E 200 (6) 10% pa $ 0.034 1.2576 Eardley Holding A.G. 09/03/2012 E 50 (6) 10% pa $ 0.034 1.2576 Round Enterprises Ltd. 11/04/2012 E 500 (6) 10% pa $ 0.034 1.2718 Eardley Holding A.G. 12/06/2012 E 125 (6) 10% pa $ 0.034 1.3070 Round Enterprises Ltd. 01/16/2013 E 240 (6) 10% pa $ 0.034 1.3318 Eardley Holding A.G. 01/16/2013 E 60 (6) 10% pa $ 0.034 1.3318 Round Enterprises Ltd. 03/25/2013 E 400 (6) 10% pa $ 0.037 1.2915 Eardley Holding A.G. 04/14/2013 E 150 (6) 10% pa $ 0.034 1.3056 Round Enterprises Ltd. 04/14/2013 E 600 (6) 10% pa $ 0.034 1.3056 Eardley Holding A.G. 05/15/2013 E 170 (6) 10% pa $ 0.037 1.2938 Round Enterprises Ltd. 05/15/2013 E 680 (6) 10% pa $ 0.037 1.2938 Eardley Holding A.G. 06/24/2013 E 60 (6) 10% pa $ 0.025 1.3340 Round Enterprises Ltd. 06/24/2013 E 240 (6) 10% pa $ 0.025 1.3340 Eardley Holding A.G. 08/05/2013 E 80 (6) 10% pa $ 0.018 1.3283 Round Enterprises Ltd. 08/05/2013 E 320 (6) 10% pa $ 0.018 1.3283 Eardley Holding A.G. 03/01/2017 E 230 (7) 2.5% pa Round Enterprises Ltd. 03/01/2017 E 920 (7) 2.5% pa Eardley Holding A.G. 10/18/2017 E 230 (7) 2.5% pa Round Enterprises Ltd. 10/18/2017 E 920 (7) 2.5% pa Eardley Holding A.G. 06/01/2018 E 160 (8) 2.5% pa Round Enterprises Ltd. E 640 (8) 2.5% pa Eardley Holding A.G. E 160 (8) 2.5% pa Round Enterprises Ltd. E 640 (8) 2.5% pa Total Short Term Principal Amounts E 31,654 Accrued Interest E 23,104 TOTAL LOANS AND NOTES E 54,758 |
3. Income Taxes (Tables)
3. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of income taxes | 2018 2017 U.S. Federal statutory rates on net loss before income taxes E(876) E(1,396) Effect of foreign statutory rate differences (43 ) (36 ) Effect of exchange rate changes (952 ) 3,516 Expiration of net operating loss carry forwards 299 580 Permanent differences (24 ) (12 ) Deferred tax impact from tax rate change -- 9,422 Change in valuation allowance 1,615 (12,069 ) Income tax provision (benefit) E19 E5 |
Schedule of Deferred Tax Assets | 2018 2017 Licenses capitalized for United States tax purposes E 295 E 357 Stock options 160 157 Foreign tax credit carry over 224 214 Net operating loss carry forwards United States 16,017 14,687 Switzerland 160 299 The Netherlands 907 434 17,763 16,148 Less valuation allowance for deferred tax asset (17,763 ) (16,148 ) Net deferred tax asset E -- E -- |
Summary of Operating Loss Carryforwards | United States Switzerland The Netherlands 2019 334 466 -- 2020 493 114 251 2021 1,015 -- 629 2022 1,901 -- 2023 1,266 43 2024-2037 67,687 30 2,703 Perpetual 3,575 -- E 76,271 E 611 3,626 |
4. Stock Options (Tables)
4. Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stock Options Tables Abstract | |
Stock option activity | Number of Shares Exercise Price Range Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2016 29,100,000 $ 0.02 to $0.19 $ 0.0364 Granted -- -- -- Exercised -- -- -- Expired/forfeited Outstanding, December 31, 2017 29,100,000 $ 0.02 to $0.19 $ 0.0364 Granted -- -- -- Exercised -- -- -- Expired/forfeited -- -- -- Outstanding, December 31, 2018 29,100,000 $ 0.02 to $0.19 $ 0.0364 4.81 $ 809,400 Exercisable, December 31, 2018 27,490,000 $ 0.02 to $0.19 $ 0.0372 4.72 $ 762,066 |
Outstanding and exercisable options by price range | Outstanding options Exercisable Options Weighted Weighted Weighted Average Average Average Range of Exercise Number Remaining Exercise Number Exercise Prices per Share Outstanding Life (Years) Price Exercisable Price $ 0.14 2,350,000 1.0 $ 0.140 2,350,000 $ 0.140 $ 0.19 1,000,000 1.5 $ 0.190 1,000,000 $ 0.190 $ 0.02 17,450,000 4.8 $ 0.020 17,450,000 $ 0.020 $ 0.023 8,300,000 6.3 $ 0.023 6,690,000 $ 0.023 $ 0.02 - $ 0.19 29,100,000 $ 0.0364 27,490,000 $ 0.0372 |
1. The Company and Summary of_3
1. The Company and Summary of Significant Accounting Policies (Details Narrative) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Accumulated deficit | € (84,675) | € (80,503) |
Weighted average number of shares | 303,757,622 | 303,757,622 |
Total potential number of shares issuable | 659,783,442 | 623,183,765 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Convertible Loans [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential number of shares issuable | 630,683,442 | 594,083,765 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential number of shares issuable | 29,100,000 | 29,100,000 |
2. Transactions with Afflilia_3
2. Transactions with Affliliates (Details) € / shares in Units, € in Thousands | 12 Months Ended |
Dec. 31, 2018EUR (€)€ / shares | |
Total Short Term Principal Amounts | € 31,654 |
Accrued Interest | 23,104 |
Total Loans and Notes | € 54,758 |
Note 1 | |
Issuance Date | Jun. 23, 2006 |
Principal Amount | € 166 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.1 |
Note 2 | |
Issuance Date | Oct. 1, 2007 |
Principal Amount | € 500 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.5 |
Fixed Rate Conversion | 1.409 |
Note 3 | |
Issuance Date | Dec. 10, 2007 |
Principal Amount | € 1,500 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.5 |
Fixed Rate Conversion | 1.4429 |
Note 4 | |
Issuance Date | Jan. 22, 2008 |
Principal Amount | € 1,500 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.5 |
Fixed Rate Conversion | 1.4629 |
Note 5 | |
Issuance Date | Apr. 25, 2008 |
Principal Amount | € 2,000 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.5 |
Fixed Rate Conversion | 1.5889 |
Note 6 | |
Issuance Date | Jun. 30, 2008 |
Principal Amount | € 1,500 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.5 |
Fixed Rate Conversion | 1.538 |
Note 7 | |
Issuance Date | Nov. 17, 2008 |
Principal Amount | € 1,200 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.5 |
Fixed Rate Conversion | 1.265 |
Note 8 | |
Issuance Date | Feb. 6, 2009 |
Principal Amount | € 1,500 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.5 |
Fixed Rate Conversion | 1.294 |
Note 9 | |
Issuance Date | Jun. 15, 2009 |
Principal Amount | € 5,500 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.8 |
Fixed Rate Conversion | 1.4045 |
Note 10 | |
Issuance Date | Jun. 15, 2009 |
Principal Amount | € 100 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.8 |
Fixed Rate Conversion | 1.43 |
Note 11 | |
Issuance Date | Aug. 3, 2009 |
Principal Amount | € 200 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.8 |
Fixed Rate Conversion | 1.44 |
Note 12 | |
Issuance Date | Oct. 13, 2009 |
Principal Amount | € 2,000 |
Interest Rate | 5.00% |
Conversion Price | € / shares | € 0.25 |
Fixed Rate Conversion | 1.4854 |
Note 13 | |
Issuance Date | Dec. 18, 2009 |
Principal Amount | € 2,200 |
Interest Rate | 500.00% |
Conversion Price | € / shares | € 0.25 |
Fixed Rate Conversion | 1.4338 |
Note 14 | |
Issuance Date | Aug. 4, 2011 |
Principal Amount | € 1,049 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Note 15 | |
Issuance Date | Aug. 4, 2011 |
Principal Amount | € 262 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Note 16 | |
Issuance Date | Nov. 8, 2011 |
Principal Amount | € 400 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Fixed Rate Conversion | 1.3787 |
Note 17 | |
Issuance Date | Nov. 8, 2011 |
Principal Amount | € 100 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Fixed Rate Conversion | 1.3787 |
Note 18 | |
Issuance Date | Feb. 10, 2012 |
Principal Amount | € 1,000 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Fixed Rate Conversion | 1.326 |
Note 19 | |
Issuance Date | Feb. 14, 2012 |
Principal Amount | € 200 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Fixed Rate Conversion | 1.326 |
Note 20 | |
Issuance Date | Apr. 19, 2012 |
Principal Amount | € 321 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Fixed Rate Conversion | 1.31 |
Note 21 | |
Issuance Date | Apr. 19, 2012 |
Principal Amount | € 81 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Fixed Rate Conversion | 1.31 |
Note 22 | |
Issuance Date | May 4, 2012 |
Principal Amount | € 480 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Fixed Rate Conversion | 1.3152 |
Note 23 | |
Issuance Date | May 4, 2012 |
Principal Amount | € 120 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Fixed Rate Conversion | 1.3152 |
Note 24 | |
Issuance Date | Sep. 3, 2012 |
Principal Amount | € 200 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Fixed Rate Conversion | 1.2576 |
Note 25 | |
Issuance Date | Sep. 3, 2012 |
Principal Amount | € 50 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Fixed Rate Conversion | 1.2576 |
Note 26 | |
Issuance Date | Nov. 4, 2012 |
Principal Amount | € 500 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Fixed Rate Conversion | 1.2718 |
Note 27 | |
Issuance Date | Dec. 6, 2012 |
Principal Amount | € 125 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Fixed Rate Conversion | 1.307 |
Note 28 | |
Issuance Date | Jan. 16, 2013 |
Principal Amount | € 240 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Fixed Rate Conversion | 1.3318 |
Note 29 | |
Issuance Date | Jan. 16, 2013 |
Principal Amount | € 60 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Fixed Rate Conversion | 1.3318 |
Note 30 | |
Issuance Date | Mar. 25, 2013 |
Principal Amount | € 400 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.037 |
Fixed Rate Conversion | 1.2915 |
Note 31 | |
Issuance Date | Apr. 14, 2013 |
Principal Amount | € 150 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Fixed Rate Conversion | 1.3056 |
Note 32 | |
Issuance Date | Apr. 14, 2013 |
Principal Amount | € 600 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.034 |
Fixed Rate Conversion | 1.3056 |
Note 33 | |
Issuance Date | May 15, 2013 |
Principal Amount | € 170 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.037 |
Fixed Rate Conversion | 1.2938 |
Note 34 | |
Issuance Date | May 15, 2013 |
Principal Amount | € 680 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.037 |
Fixed Rate Conversion | 1.2938 |
Note 35 | |
Issuance Date | Jun. 24, 2013 |
Principal Amount | € 60 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.025 |
Fixed Rate Conversion | 1.334 |
Note 36 | |
Issuance Date | Jun. 24, 2013 |
Principal Amount | € 240 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.025 |
Fixed Rate Conversion | 1.334 |
Note 37 | |
Issuance Date | Aug. 5, 2013 |
Principal Amount | € 80 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.018 |
Fixed Rate Conversion | 1.3283 |
Note 38 | |
Issuance Date | Aug. 5, 2013 |
Principal Amount | € 320 |
Interest Rate | 10.00% |
Conversion Price | € / shares | € 0.018 |
Fixed Rate Conversion | 1.3283 |
Note 39 | |
Issuance Date | Mar. 1, 2017 |
Principal Amount | € 230 |
Interest Rate | 2.50% |
Note 40 | |
Issuance Date | Mar. 1, 2017 |
Principal Amount | € 920 |
Interest Rate | 2.50% |
Note 41 | |
Issuance Date | Oct. 18, 2017 |
Principal Amount | € 230 |
Interest Rate | 2.50% |
Note 42 | |
Issuance Date | Oct. 18, 2017 |
Principal Amount | € 920 |
Interest Rate | 2.50% |
Note 43 | |
Issuance Date | Jun. 1, 2018 |
Principal Amount | € 160 |
Interest Rate | 2.50% |
Note 44 | |
Issuance Date | Jun. 1, 2018 |
Principal Amount | € 640 |
Interest Rate | 2.50% |
Note 45 | |
Issuance Date | Nov. 10, 2018 |
Principal Amount | € 160 |
Interest Rate | 2.50% |
Note 46 | |
Issuance Date | Nov. 10, 2018 |
Principal Amount | € 640 |
Interest Rate | 2.50% |
3. Income Taxes (Details)
3. Income Taxes (Details) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal statutory rates on net loss before income taxes | € (876) | € (1,396) |
Effect of foreign statutory rate differences | (43) | (36) |
Effect of exchange rate changes | (952) | 3,516 |
Expiration/disallowance of net operating loss carry forwards | 299 | 580 |
Permanent differences | (24) | (12) |
Deferred tax impact from tax rate change | 0 | 9,422 |
Change in valuation allowance | 1,615 | (12,069) |
Income tax provision | € 19 | € 5 |
3. Income Taxes (Details 1)
3. Income Taxes (Details 1) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Licenses capitalized for United States tax purposes | € 295 | € 357 |
Stock options | 160 | 157 |
Foreign tax credit carry over | 224 | 214 |
Deferred tax asset, gross | 17,763 | 16,148 |
Less valuation allowance for deferred tax asset | (17,763) | (16,148) |
Net deferred tax asset | 0 | 0 |
United States | ||
Net operating loss carry forwards | 16,017 | 14,687 |
Switzerland | ||
Net operating loss carry forwards | 160 | 299 |
The Netherlands | ||
Net operating loss carry forwards | € 907 | € 434 |
3. Income Taxes (Details 2)
3. Income Taxes (Details 2) € in Thousands | Dec. 31, 2018EUR (€) |
United States | |
Net operating loss carry forwards | € 76,271 |
United States | 2019 | |
Net operating loss carry forwards | 334 |
United States | 2020 | |
Net operating loss carry forwards | 493 |
United States | 2021 | |
Net operating loss carry forwards | 1,015 |
United States | 2022 | |
Net operating loss carry forwards | 1,901 |
United States | 2023 | |
Net operating loss carry forwards | 1,266 |
United States | 2024-2037 | |
Net operating loss carry forwards | 67,687 |
United States | Perpetual | |
Net operating loss carry forwards | 3,575 |
Switzerland | |
Net operating loss carry forwards | 611 |
Switzerland | 2019 | |
Net operating loss carry forwards | 466 |
Switzerland | 2020 | |
Net operating loss carry forwards | 114 |
Switzerland | 2021 | |
Net operating loss carry forwards | 0 |
Switzerland | 2022 | |
Net operating loss carry forwards | 0 |
Switzerland | 2023 | |
Net operating loss carry forwards | 0 |
Switzerland | 2024-2037 | |
Net operating loss carry forwards | 30 |
Switzerland | Perpetual | |
Net operating loss carry forwards | 0 |
The Netherlands | |
Net operating loss carry forwards | 3,626 |
The Netherlands | 2019 | |
Net operating loss carry forwards | 0 |
The Netherlands | 2020 | |
Net operating loss carry forwards | 251 |
The Netherlands | 2021 | |
Net operating loss carry forwards | 629 |
The Netherlands | 2022 | |
Net operating loss carry forwards | 0 |
The Netherlands | 2023 | |
Net operating loss carry forwards | 43 |
The Netherlands | 2024-2037 | |
Net operating loss carry forwards | 2,703 |
The Netherlands | Perpetual | |
Net operating loss carry forwards | € 0 |
4. Stock Options (Details)
4. Stock Options (Details) - EUR (€) € / shares in Units, € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Minimum | ||
Weighted Average Exercise Price Outstanding, Beginning | € 0.02 | € 0.02 |
Weighted Average Exercise Price Granted | ||
Weighted Average Exercise Price Exercised | ||
Weighted Average Exercise Price Expired/Forfeited | ||
Weighted Average Exercise Price Outstanding, Ending | 0.02 | 0.02 |
Maximum | ||
Weighted Average Exercise Price Outstanding, Beginning | 0.19 | 0.19 |
Weighted Average Exercise Price Granted | ||
Weighted Average Exercise Price Exercised | ||
Weighted Average Exercise Price Expired/Forfeited | ||
Weighted Average Exercise Price Outstanding, Ending | € 0.19 | € 0.19 |
Stock options | ||
Number of Options Outstanding, Beginning | 29,100,000 | 29,100,000 |
Number of Options Granted | 0 | 0 |
Number of Options Exercised | 0 | 0 |
Number of Options Expired/Forfeited | 0 | 0 |
Number of Options Outstanding, Ending | 29,100,000 | 29,100,000 |
Weighted Average Exercise Price Outstanding, Beginning | € 0.0364 | € 0.0364 |
Weighted Average Exercise Price Granted | 0 | 0 |
Weighted Average Exercise Price Exercised | 0 | 0 |
Weighted Average Exercise Price Expired/Forfeited | 0 | 0 |
Weighted Average Exercise Price Outstanding, Ending | € 0.0364 | € 0.0364 |
Weighted Average Remaining Contractual Life Outstanding | 4 years 9 months 22 days | |
Weighted Average Remaining Contractual Life Exercisable | 4 years 8 months 19 days | |
Aggregate Intrinsic Value Outstanding, Ending | € 809,400 | |
Aggregate Intrinsic Value Exercisable | € 762,066 |
4. Stock Options (Details 1)
4. Stock Options (Details 1) | 12 Months Ended |
Dec. 31, 2018€ / sharesshares | |
0.14 | |
Number of Options Outstanding, Ending | shares | 2,350,000 |
Weighted Average Remaining Contractual Life Outstanding | 1 year |
Weighted Average Exercise Price Outstanding, Ending | € / shares | € 0.14 |
Number of Options Exercisable | shares | 2,350,000 |
Weighted Average Exercise Price Exercisable | € / shares | € 0.14 |
0.19 | |
Number of Options Outstanding, Ending | shares | 1,000,000 |
Weighted Average Remaining Contractual Life Outstanding | 1 year 6 months |
Weighted Average Exercise Price Outstanding, Ending | € / shares | € 0.19 |
Number of Options Exercisable | shares | 1,000,000 |
Weighted Average Exercise Price Exercisable | € / shares | € 0.19 |
0.02 | |
Number of Options Outstanding, Ending | shares | 17,450,000 |
Weighted Average Remaining Contractual Life Outstanding | 4 years 9 months 18 days |
Weighted Average Exercise Price Outstanding, Ending | € / shares | € 0.02 |
Number of Options Exercisable | shares | 17,450,000 |
Weighted Average Exercise Price Exercisable | € / shares | € 0.02 |
0.023 | |
Number of Options Outstanding, Ending | shares | 8,300,000 |
Weighted Average Remaining Contractual Life Outstanding | 6 years 3 months 18 days |
Weighted Average Exercise Price Outstanding, Ending | € / shares | € 0.023 |
Number of Options Exercisable | shares | 6,690,000 |
Weighted Average Exercise Price Exercisable | € / shares | € 0.023 |
0.02-0.19 | |
Number of Options Outstanding, Ending | shares | 29,100,000 |
Weighted Average Exercise Price Outstanding, Ending | € / shares | € 0.0364 |
Number of Options Exercisable | shares | 27,490,000 |
Weighted Average Exercise Price Exercisable | € / shares | € 0.0372 |
5. Commitments (Details Narrati
5. Commitments (Details Narrative) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments And Contingencies Abstract | ||
Rent expense | € 150 | € 150 |