UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


WASHINGTON, D.C. 20549





FORM
10-Q/A





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





For
the quarterly period ended March 31, 2017





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

25-1741849State or Other jurisdiction of Incorporation
or Organization

I.R.S. Employer Identification No.








c/o Mymetics SA
Route de la Corniche 4
Epalinges, Switzerland

CH-1066Address of Principal Executive Offices

Zip Code





011 41 21 653 4535Registrant’s Telephone Number, Including Area
Code





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





Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. 
Yes☒
No ☐





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





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








Large accelerated filer ☐

Accelerated filer ☐Non-accelerated filer ☐

Smaller reporting company ☒Emerging growth company ☐





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





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





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Indicate by check mark whether the registrant has
filed all documents and reports required to be filed by Section 12,
13 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the distribution of securities under a plan confirmed by a court.
Yes ☐No☐





APPLICABLE
ONLY TO CORPORATE ISSUERS


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 May 11, 2017Common Stock, $0.01 par value

303,757,622

















Explanatory Note





On
May 11, 2017 Mymetics Corporation, a Delaware corporation
(“Mymetics”) filed a quarterly report on Form 10-Q and
inadvertently checked a box on the cover page that was only
applicable to issuers involved in bankruptcy proceedings during the
last five years stating that the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. This Amendment No. 1
to Form 10-Q/A amends and restates the cover page to not check any
box in response to this disclosure item. Except as so amended, the
Form 10-Q for the quarter ended March 31, 2017 is unchanged. This
Amendment No. 1 to Form 10-Q/A speaks as of the filing date of the
Form 10-Q for the quarter ended March 31, 2017 and does not reflect
events that may have occurred subsequent to that
date.











PART
I.FINANCIAL
INFORMATION





ITEM 1. FINANCIAL
STATEMENTS





MYMETICS CORPORATION


CONSOLIDATED BALANCE SHEETS


(UNAUDITED)


(In Thousands of Euros, Except Share Amounts)





March 31,
December 31,2017
2016ASSETSCurrent
AssetsCash
E1,537
E1,391Receivables
171
170Prepaid
expenses
115
41Total
current assets
1,823
1,602Property
and equipment, net of accumulated depreciation of E426 at March 31,
2017 and
E418 at December 31,  2016
76
67Goodwill
6,671
6,671E8,570
E8,340LIABILITIES
AND SHAREHOLDERS' EQUITY (DEFICIT)Current
LiabilitiesAccounts
payable
E99
E120Deferred
revenue from grants
885
1,165Non-convertible
notes payable and related accrued interest to related
parties
1,152
--Convertible
notes payable and related accrued interest to related
parties
46,438
45,834Total
liabilities
48,574
47,119Shareholders'
Equity (Deficit)Common
stock, U.S. $0.01 par value; 1,000,000,000 shares authorized;
issued 303,757,622 at March
31, 2017 and at December 31, 2016
2,530
2,530Preferred
stock, U.S. $0.01 par value; 5,000,000 shares authorized; none
issued or outstanding
--
--Additional
paid-in capital
34,404
34,392Accumulated
deficit
(77,630)
(76,391)Accumulated
other comprehensive income
692
690(40,004)
(38,779)E8,570
E8,340





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





1





MYMETICS CORPORATION


CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS


(UNAUDITED)


(In Thousands of Euros, Except Per Share Data)





For The Three Months Ended
For The Three Months EndedMarch 31,
2017
March 31,
2016RevenueResearch
and Development services
E104
E219Grants
279
186383
405ExpensesResearch
and development
667
109General
and administrative
330
343Bank
fee
--
1Depreciation
9
10Directors'
fees
5
5Foreign
exchange and other
(35)
(92)976
376Operating
(Loss) Income
(593)
29Interest
expense
646
642Loss
before income tax (provision) benefit
(1,239)
(613)Income
tax (provision) benefit
--
20Net
Loss
(1,239)
(593)Other
comprehensive lossForeign
currency translation adjustment
2
(6)Comprehensive
loss
E(1,237)
E(599)Basic
earnings per share
E0.00
E0.00Diluted
earnings per share
E0.00
E0.00





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





2


MYMETICS CORPORATION


CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)


(In Thousands of Euros)





For The Three Months Ended
For The Three Months EndedMarch 31,
2017
March 31,
2016Cash Flow from Operating ActivitiesNet
Loss
E(1,239)
E(593)Adjustments
to reconcile net loss to net cash used in operating
activitiesDepreciation
9
10Stock
compensation expense – options
12
28Changes
in operating assets and liabilitiesReceivables
(1)
106Accrued
interests on notes payable
606
549Accounts
payable
(21)
(271)Deferred
revenue from grants
(280)
(186)Other
(74)
(21)Net
cash used in operating activities
(988)
(378)Cash Flows from Investing ActivitiesPurchase
of property and equipment
(18)
--Net
cash used in investing activities
(18)
--Cash Flows from Financing ActivitiesIncrease
in notes payable
1,150
--Net
cash provided by investing activities
1,150
--Effect
on foreign exchange rate on cash
2
(6)Net
change in cash
146
(384)Cash,
beginning of period
1,391
2,381Cash,
end of period
E1,537
E1,997





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





3





MYMETICS CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2017


(UNAUDITED)





Note 1. The Company and Summary of Significant Accounting
Policies





BASIS OF PRESENTATION AND GOING CONCERN





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





The
accompanying interim period consolidated financial statements of
Mymetics Corporation (the "Company") set forth herein have been
prepared by the Company pursuant to the rules and regulations of
the U.S. Securities and Exchange Commission (the "SEC"). Certain
information and footnote disclosure normally included in financial
statements prepared in accordance with accounting principles
generally accepted in the United States have been condensed or
omitted pursuant to such SEC rules and regulations. The interim
period consolidated financial statements should be read together
with the audited financial statements and the accompanying notes
included in the Company's latest annual report on Form 10-K for the
fiscal year ended December 31, 2016.





The
accompanying financial statements of the Company are unaudited.
However, in the opinion of the Company, the unaudited consolidated
financial statements contained herein contain all adjustments
necessary to present a fair statement of the results of the interim
periods presented. All adjustments made during the three-month
period ending March 31, 2017 were of a normal and recurring
nature.





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 preclinical stage and currently on hold,
(ii) an intra nasal influenza vaccine which has finished a clinical
trial Phase I, (iii) Respiratory Syncytial Virus (RSV) which is at
the preclinical stage and currently on hold and (iv) Chikungunya
virus at the discovery stage.





As of March 31, 2017, the Company is in the preclinical
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 a small research project
with Sanofi for influenza vaccines and from collaboration and grant
agreements for R&D services. Management believes that the
Company’s research and development activities will result in
valuable intellectual property that can generate significant
revenues in the future such as by 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
E77,630 at March 31, 2017. Further, the Company’s current
liabilities exceed its current assets by E46,751 as of March 31,
2017, 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.





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 period. Unrealized gains or losses from
these translations are reported as a separate component of
comprehensive income. Transaction gains or losses are included in
general and administrative expenses in the consolidated statements
of comprehensive loss. The translation adjustments do not recognize
the effect of income tax because the Company expects to reinvest
the amounts indefinitely in operations. The Company's reporting
currency is the Euro because substantially all of the Company's
activities are conducted in Europe.





4





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





Exclusive Licenses





The deliverables under an exclusive license agreement
generally include the exclusive license to the Company’s
technology, and may also include deliverables related to research
activities to be performed on behalf of the collaborative
collaborator and the manufacture of preclinical or clinical
materials for the collaborative collaborator.





Generally, exclusive license and or collaboration
agreements contain nonrefundable terms for payments and, depending
on the terms of the agreement, provide that the Company will (i)
provide research services which are reimbursed at a contractually
determined rate which includes margin for the Company, (ii)
participate in a joint steering committee to monitor the progress
of the research and development which will be reimbursed at a
contractually determined rate which includes margin for the
Company, (iii) earn payments upon the achievement of certain
milestones and (iv) earn royalty payments at the time of
commercialization until the later of expiration of the last to
expire valid patent rights expire or 10 years after the first
commercial sale. The Company may provide technical assistance and
share any technology improvements with its collaborators during the
term of the collaboration agreements. The Company does not directly
control when any collaborator will request research or
manufacturing services, achieve milestones or become liable for
royalty payments. As a result, the Company cannot predict when it
will recognize revenues in connection with any of the
foregoing.





The Company follows the provisions of the Financial
Accounting Standards Board (FASB) Accounting Standards Codification
(ASC) Topic 605-25, "Revenue Recognition—Multiple Element
Arrangements," and ASC Topic 605-28, "Revenue
Recognition—Milestone Method," in accounting for these
agreements. In order to account for these agreements, the Company
must identify the deliverables included within the agreement and
evaluate which deliverables represent separate units of accounting
based on if certain criteria are met, including whether the
delivered element has standalone value to the collaborator. The
consideration received is allocated among the separate units of
accounting, and the applicable revenue recognition criteria are
applied to each of the separate units. Factors considered in this
determination include the research and manufacturing capabilities
of the collaborator and the availability of technology research
expertise in the general marketplace.





Fixed price contracts and research and collaboration
agreements





When the performance under a fixed price contract can
be reasonably estimated, revenue for such a contract is recognized
under the proportional performance method and earned in proportion
to the contract costs incurred in performance of the work as
compared to total estimated contract costs. Costs incurred under
fixed price contracts represent a reasonable measurement of
proportional performance of the work. Direct costs incurred under
collaborative research and development agreements are recorded as
research and development expenses. If the performance under a fixed
price contract cannot be reasonably estimated, the Company
recognizes the revenue on a straight-line basis over the contract
term.





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, E3.4 million is directly attributable to
Mymetics’ activities, with the remaining balance going to the
consortium partners. The project duration is 42 months and started
on May 4, 2015. The Company received a pre-payment from the two
granting organizations for a total value of E1.5 million in May
2015 and, in December 2016, the Company received a second tranche
of E917 thousand from the EU which will be used to finance the next
reporting covering the period of November 2016 to October 2017.
Thereafter another tranche of funding from the EU will be received
which, accumulated with earlier tranches, cannot exceed 90% of the
agreed budget. The pre-payment has been recorded as a current
liability and revenue has been recognized as services are
delivered.





5





SANOFI PASTEUR BIOLOGICS





On December 1, 2016, Mymetics Corporation entered into
a material definitive Research Agreement with Sanofi Pasteur
Biologics, LLC, the vaccine division of Sanofi (SNY). The project
will investigate the immunogenicity of influenza vaccines based on
Mymetics’ proprietary virosome technology platform in
preclinical settings. If this project is successful it could result
in a further and more extensive collaboration between the two
companies. The project duration is 6 to 12 months and started in
January 2017.





RECEIVABLES





Receivables
are stated at their outstanding principal balances. Management
reviews the collectability of receivables on a periodic basis and
determines the appropriate amount of any allowance. There was no
allowance necessary at March 31, 2017 or December 31, 2016. 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.
To the extent a reporting unit's carrying amount exceeds its fair
value, the implied fair value of the reporting unit's goodwill is
then compared to the carrying amount of goodwill to quantify an
impairment charge as of the assessment date. As of March 31, 2017,
management believes there are no indications of
impairment.





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.





6





The
Company has not recorded any liabilities for uncertain tax
positions or any related interest and penalties at March 31, 2017
or December 31, 2016. The Company’s United States tax returns
are open to audit for the years ended December 31, 2013 to 2016.
The returns for the Swiss subsidiary, Mymetics S.A., are open to
audit for the years ended December 31, 2010 to 2016. The returns
for the Netherlands subsidiaries, Bestewil B.V. and Mymetics B.V.,
are open to audit for the year ended December 31,
2016.





EARNINGS PER SHARE





Basic earnings per share is computed by dividing net
income or loss attributable to common shareholders by the weighted
average number of common shares outstanding in the period. Diluted
earnings per share takes into consideration common shares
outstanding (computed under basic earnings per share) and
potentially dilutive securities. For the quarters ended March 31,
2017 and 2016, options and convertible debt were not included in
the computation of diluted earnings per share because their effect
would be anti-dilutive due to net losses incurred under the
treasury stock method.





For
the three months ended March 31, 2017, the basic weighted average
number of shares was 303,757,622. The total potential number of
shares issuable of 595,734,007 at March 31, 2017 includes
566,634,007 potential issuable shares related to convertible loans
and 29,100,000 potential issuable shares related to outstanding not
expired options granted to employees.





For the three months ended March 31, 2016, the basic
weighted average number of shares was 303,757,622. The total
potential number of shares issuable of 494,877,358 at March 31,
2016 includes 474,027,358 potential issuable shares related to
convertible loans, and 20,850,000 potential issuable shares related
to outstanding stock options granted to employees.





PREFERRED STOCK





The
Company has authorized 5,000,000 shares of preferred stock that may
be issued in several series with varying dividend, conversion and
voting rights. No preferred shares are issued or outstanding at
March 31, 2017 or December 31, 2016.





STOCK-BASED COMPENSATION





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





The
issuance of common shares for services is recorded at the quoted
price of the shares on the date the shares are issued. No shares
were issued to individuals as fee for services rendered in the
three months ended March 31, 2017 nor in the three months ended
March 31, 2016.





Stock
compensation expense amounted to E12 and E28 during the three
months periods ended March 31, 2017 and 2016, respectively, and is
included in the consolidated statements of comprehensive loss
within general and administrative expenses.





ESTIMATES





The
preparation of financial statements in conformity with United
States generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.





FAIR VALUE MEASUREMENTS





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





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


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


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





7





FAIR VALUES OF FINANCIAL INSTRUMENTS





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





CONCENTRATIONS





The Company derived 100% of revenue from its
relationship with two different collaborative partners during the
three month periods ended March 31, 2017 and March 31,
2016.





RELATED PARTY TRANSACTIONS





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 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. The Company incurred professional fees to the
counsel's law firms totaling E23 and E5 for the three months ended
March 31, 2017 and 2016, respectively.





Two
of the Company’s major shareholders have granted secured
convertible notes and short term convertible notes and promissory
notes, which have a total carrying amount of E47,237, including
interest due to date. Conversion prices on the Euro-denominated
convertible debt have been fixed to a fixed Euro/US dollar exchange
rate.





NEW ACCOUNTING PRONOUNCEMENTS





In May 2014, the Financial Accounting Standards Board
(FASB) issued Accounting Standards Update No. 2014-09, Revenue from
Contracts with Customers: Topic 606 (ASU 2014-09), to supersede
nearly all existing revenue recognition guidance under GAAP. The
core principle of ASU 2014-09 is to recognize revenues when
promised goods or services are transferred to customers in an
amount that reflects the consideration that is expected to be
received for those goods or services. ASU 2014-09 defines a five
step process to achieve this core principle and, in doing so, it is
possible more judgment and estimates may be required within the
revenue recognition process than required under existing GAAP
including identifying performance obligations in the contract,
estimating the amount of variable consideration to include in the
transaction price and allocating the transaction price to each
separate performance obligation. ASU 2014-09 is effective for the
fiscal and interim reporting periods beginning after December 15,
2017 using either of two methods:





(i)
 retrospective
to each prior reporting period presented with the option to elect
certain practical expedients as defined within ASU 2014-09;
or





(ii)
 retrospective
with the cumulative effect of initially applying ASU 2014-09
recognized at the date of initial application and providing certain
additional disclosures as defined per ASU 2014-09.





Management is currently evaluating the impact of the
Company's pending adoption of ASU 2014-09 on its consolidated
financial statements.





In January 2017, the FASB issued ASU 2017-04,
Intangibles, Goodwill and Other, to supersede the current guidance
by replacing the current two-step impairment test with a one-step
impairment test. The guidance is effective for annual and interim
goodwill impairment tests in fiscal years beginning after December
15, 2019. Early adoption is permitted for goodwill impairment tests
performed after January 1, 2017. The Company elected early adoption
as of January 1, 2017. Adoption of this is not expected to impact
the Company's consolidated financial statements.





Note 2. Debt Financing





Certain
principal shareholders have granted the Company secured convertible
notes (in accordance with the Uniform Commercial Code in the State
of Delaware), short term convertible notes and other short term
notes, which have a total carrying value of E47,590 including
interest due to date. Interest incurred on these notes since
inception has been added to the principal amounts.





8





The details of the convertible notes and loans are as
follows at March 31, 2017:





FixedConversion

RateLender

1st-Issue


Principal

Duration

Interest

Price

EUR/USDPrice

Date


Amount

(Note)

Rate

(stated)

ConversionEardley
Holding A.G. (1)

06/23/2006


E
$178

(2
)
10%
pa

$
0.10

N/AAnglo
Irish Bank S.A.(3)

10/21/2007


E
$500

(2
)
10%
pa

$
0.50

1.4090Round
Enterprises Ltd.

12/10/2007


E
$1,500

(2
)
10%
pa

$
0.50

1.4429Round
Enterprises Ltd.

01/22/2008


E
$1,500

(2
)
10%
pa

$
0.50

1.4629Round
Enterprises Ltd.

04/25/2008


E
$2,000

(2
)
10%
pa

$
0.50

1.5889Round
Enterprises Ltd.

06/30/2008


E
$1,500

(2
)
10%
pa

$
0.50

1.5380Round
Enterprises Ltd.

11/18/2008


E
$1,200

(2
)
10%
pa

$
0.50

1.2650Round
Enterprises Ltd.

02/09/2009


E
$1,500

(2
)
10%
pa

$
0.50

1.2940Round
Enterprises Ltd.

06/15/2009


E
$5,500

(2,4
)
10%
pa

$
0.80

1.4045Eardley
Holding A.G.

06/15/2009


E
$100

(2,4
)
10%
pa

$
0.80

1.4300Von
Meyenburg

08/03/2009


E
$200

(2
)
10%
pa

$
0.80

1.4400Round
Enterprises Ltd.

10/13/2009


E
$2,000

(2
)
5%
pa

$
0.25

1.4854Round
Enterprises Ltd.

12/18/2009


E
$2,200

(2
)
5%
pa

$
0.25

1.4338Round
Enterprises Ltd.

08/04/2011


E
$1,123

(5,6
)
10%
pa

$
0.034

N/AEardley
Holding A.G.

08/04/2011


E
$281

(5,6
)
10%
pa

$
0.034

N/ARound
Enterprises Ltd.

11/08/2011


E
$400

(6
)
10%
pa

$
0.034

1.3787Eardley
Holding A.G.

11/08/2011


E
$100

(6
)
10%
pa

$
0.034

1.3787Round
Enterprises Ltd.

02/10/2012


E
$1,000

(6
)
10%
pa

$
0.034

1.3260Eardley
Holding A.G.

02/14/2012


E
$200

(6
)
10%
pa

$
0.034

1.3260Round
Enterprises Ltd.

04/19/2012


E
$322

(6
)
10%
pa

$
0.034

1.3100Eardley
Holding A.G.

04/19/2012


E
$80

(6
)
10%
pa

$
0.034

1.3100Round
Enterprises Ltd.

05/04/2012


E
$480

(6
)
10%
pa

$
0.034

1.3152Eardley
Holding A.G.

05/04/2012


E
$120

(6
)
10%
pa

$
0.034

1.3152Round
Enterprises Ltd.

09/03/2012


E
$200

(6
)
10%
pa

$
0.034

1.2576Eardley
Holding A.G.

09/03/2012


E
$50

(6
)
10%
pa

$
0.034

1.2576Round
Enterprises Ltd.

11/14/2012


E
$500

(6
)
10%
pa

$
0.034

1.2718Eardley
Holding A.G.

12/06/2012


E
$125

(6
)
10%
pa

$
0.034

1.3070Round
Enterprises Ltd.

01/16/2013


E
$240

(6
)
10%
pa

$
0.034

1.3318Eardley
Holding A.G.

01/16/2013


E
$60

(6
)
10%
pa

$
0.034

1.3318Round
Enterprises Ltd.

03/25/2013


E
$400

(6
)
10%
pa

$
0.037

1.2915Eardley
Holding A.G.

04/14/2013


E
$150

(6
)
10%
pa

$
0.034

1.3056Round
Enterprises Ltd.

04/14/2013


E
$600

(6
)
10%
pa

$
0.034

1.3056Eardley
Holding A.G.

05/15/2013


E
$170

(6
)
10%
pa

$
0.037

1.2938Round
Enterprises Ltd.

05/15/2013


E
$680

(6
)
10%
pa

$
0.037

1.2938Eardley
Holding A.G.

06/24/2013


E
$60

(6
)
10%
pa

$
0.025

1.3340Round
Enterprises Ltd.

06/24/2013


E
$240

(6
)
10%
pa

$
0.025

1.3340Eardley
Holding A.G.

08/05/2013


E
$80

(6
)
10%
pa

$
0.018

1.3283Round
Enterprises Ltd.

08/05/2013


E
$320

(6
)
10%
pa

$
0.018

1.3283Eardley
Holding A.G.

01/03/2017


E
$230

(7
)
2.5%
pa


N/A

N/ARound
Enterprises Ltd.

01/03/2017


E
$920

(7
)
2.5%
pa


N/A

N/ATotal Short Term Principal Amounts




E
$29,009Accrued Interest




E
$18,581TOTAL
LOANS AND NOTES




E
$47,590





(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.





9





(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
February 28, 2018. The first 50% of the promissory Notes of E920
and E230, respectively, are provided
immediately. The
second 50% of the promissory notes of E920 and E230, respectively,
shall be issued within six (6) months of that date of
this.








10


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, 2017 and 2016 should be read in conjunction with the
Company's audited consolidated financial statements for the year
ended December 31, 2016 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, 2016 and, to the extent
included therein, our quarterly reports on Form 10-Q filed during
fiscal year 2016.





THREE MONTHS ENDED MARCH 31, 2017 AND 2016





Revenue
was E383 and E405 for the three months ended March 31, 2017 and
2016, respectively, mainly related to the revenue recognized for
the work performed under the Horizon 2020 grants and the Research
Agreement with Sanofi Pasteur Biologics (only for 2017), to investigate the immunogenicity of
influenza vaccines based on Mymetics’ proprietary virosome
technology platform in preclinical settings.





Costs
and expenses increased to E976 for the three months ended March 31,
2017 from E376 (159.6%) for the three months ended March 31, 2016,
mainly due to the subcontracting services of E372 paid to PXT,
related to the Horizon 2020 Maciviva project.





Research
and development expenses increased to E667 in the current period
from E109 (511.9%) in the comparative period of 2016, mainly due to
the to the subcontracting services of E372 paid to PXT during the
three month period ending March 2017, and an R&D cost accrual
reversal of E154 during the three months ended March 31,
2016.





General
and administrative expenses decreased to E330 in the three months
ended March 31, 2017 from E343 (-3.8%) in the comparative period of
2016.





Interest
expense increased to E646 for the three months ended March 31, 2017
from E642 for the three months ended March 31, 2016 related to
existing loans from third party investors.





The
Company reported a net loss of (E1,239), or (E0.00) per share, for
the three months ended March 31, 2017, compared to a net loss of
(E593), or (E0.00) per share, for the three months ended March 31,
2016.





LIQUIDITY AND CAPITAL RESOURCES





We
had cash of E1,537 at March 31, 2017 compared to E1,391 at December
31, 2016.





Our first significant revenue has been generated
through the exclusive negotiation fee recorded in September 9, 2013
and the license and collaboration agreement for our RSV vaccine
signed on December 27, 2013. As consideration Mymetics had received
an irrevocable and non-refundable upfront fee for the license of
USD 5 million at the beginning of 2014 and we have received fixed
monthly collaboration and R&D fees. This license and
collaboration agreement has ended in 2016. For 2017, we anticipate
to recognize small revenues related to the Research Agreement with
Sanofi Pasteur Biologics, to investigate the immunogenicity of
influenza vaccines based on Mymetics’ proprietary virosome
technology platform in preclinical settings and some revenues
related to the Horizon 2020 project. New significant revenues will
not be expected, unless and until a second major licensing
agreement or other commercial arrangement is entered into with
respect to our technology.





11





As
of March 31, 2017, we had an accumulated deficit of approximately
E78 million, and had net loss of E1,239 in the three month period
ending on that date. We expect to continue to incur net losses
in the future for research, development and activities related to
the future licensing of our technologies, and because of the
accrual of interest payable on existing loans.





Net
cash used in operating activities was E988 for the three month
period ended March 31, 2017 mainly due to the subcontracting
services paid to PXT related to the Maciviva project of E372.
During the three month period ending March 31, 2016 net cash used
in operating activities was E378.





Net
cash used in investing activities was (E18) during the three months
ended March 31, 2017, related to the purchase of equipment for our
laboratory in Leiden, compared to NIL for the comparable period in
2016.





Financing
activities provided net cash of E1,150 for the three months ended
March 31, 2017, related to promissory notes from our main
investors, and NIL for the comparable period ended March 31,
2016.





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





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





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





In
the past, we have financed our research and development activities
primarily through debt and equity financings from various parties,
while the last two years our financing was generated through a
license and collaboration agreement and grant
agreements





We
anticipate that our normal operations will require approximately
E1,790 in the year ending December 31, 2017. We will seek to raise
the required capital from equity or debt financings, and grants
through donors and potential partnerships with major international
pharmaceutical and biotechnology firms. However, there can be no
assurance that we will be able to raise additional capital on
satisfactory terms, or at all, to finance our operations. In the
event that we are not able to obtain such additional capital, we
will be required to further restrict or even cease our
operations.





Monthly
fixed and recurring expenses for "Property leases" of E13 represent
the monthly lease and maintenance payments to unaffiliated third
parties for our offices, of which E4 is related to our executive
office located at Route de la Corniche 4, 1066 Epalinges in
Switzerland (100 square meters), and E9 related to Bestewil Holding
B.V. and its subsidiary Mymetics B.V operating from a similar
biotechnology campus near Leiden in the Netherlands, where they
occupy 150 square meters.





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





Cumulative
interest expense of E18,581 has been accrued on all of the
Company’s outstanding notes and advances (see detailed table
in Note 2 to the financial statements).





RECENT FINANCING ACTIVITIES





During the three month period ending March 31, 2017,
our principal source of funds has been revenues related to the
Horizon 2020 project and the Research Agreement with Sanofi Pasteur
Biologics and additionally promissory notes from our two main
investors.





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





We anticipate using our current funds and those we
receive in the future both to meet our working capital needs and
for funding the ongoing vaccines pre-clinical research costs for
new virosome vaccine.





12





Management anticipates that our existing capital
resources will be sufficient to fund our cash requirements through
the next nine months. We have enough cash presently on hand in
conjunction with the collection of receivables, based upon our
current levels of expenditures and anticipated needs during this
period. For 2018, we will need additional funding through future
collaborative arrangements, licensing arrangements, and debt and
equity financings under Regulation D and Regulation S under the
Securities Act of 1933. We do not know whether additional financing
will be available on commercially acceptable terms when
needed.





If management cannot raise funds on acceptable terms
when needed, we may not be able to successfully commercialize our
technologies, take advantage of future opportunities, or respond to
unanticipated requirements. If unable to secure such additional
financing when needed, we will have to curtail or suspend all or a
portion of our business activities and could be required to cease
operations entirely. Further, if new equity securities are issued,
our shareholders may experience severe dilution of their ownership
percentage.





The extent and timing of our future capital
requirements will depend primarily upon the rate of our progress in
the research and development of our technologies, our ability to
enter into a partnership agreement with a major pharmaceutical
company, and the results of our present and future clinical
trials.





OFF-BALANCE SHEET ARRANGEMENTS





None








13





ITEM
3.    QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK





INTEREST RATE RISK





Fluctuations
in interest rates may affect the fair value of financial
instruments. An increase in market interest rates may increase
interest payments and a decrease in market interest rates may
decrease interest payments of such financial instruments. We have
no debt obligations which are sensitive to interest rate
fluctuations as all our notes payable have fixed interest rates, as
specified on the individual loan notes.





ITEM
4.    CONTROLS AND
PROCEDURES





EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES





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





CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING





No
changes of internal control over financial reporting were made in
the three months ended March 31, 2017.





INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS





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





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





14





PART II.
 OTHER INFORMATION





ITEM 1.
 LEGAL PROCEEDINGS





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





ITEM 1A.
 RISK FACTORS





Not
Applicable





ITEM 2.
 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





None





ITEM 3.
 DEFAULTS UPON SENIOR SECURITIES





None.





ITEM 4.
 MINE SAFETY DISCLOSURES





None.





ITEM 5.
 OTHER INFORMATION





None.





ITEM 6.
 EXHIBITS





EXHIBIT NUMBER

DESCRIPTION31.1

Rule
13a-14(a)/15d-14(a) Certification of Chief31.2

Rule
13a-14(a)/15d-14(a) Certification of Chief Financial
Officer32

Section
1350 Certification of Chief Executive Officer and Chief Financial
Officer101.INS

Instance
Document101.SCH

XBRL
Taxonomy Extension Schema Document101.CAL

XBRL
Taxonomy Extension Calculation Linkbase Document101.LAB

XBRL
Taxonomy Extension Label Linkbase Document101.PRE

XBRL
Taxonomy Extension Presentation Linkbase Document








15





SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.





MYMETICS CORPORATIONDated:  May 18, 2017
By:
/s/ Ronald KempersChief Executive Officer / Chief Financial Officer

















16