UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
AMENDMENT NO. 1
Information Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
Filed by the Registrant ☑
Filed by a Party other than the
Registrant ☐
Check the appropriate box:
☐ Preliminary Information
Statement
☐ Confidential, For Use of the Commission Only
(As Permitted by Rule 14c-5(d)(2))
☑ Definitive
Information Statement
|
MYMETICS CORPORATION
|
|
(Name of Registrant as Specified in Its Charter)
|
Payment of Filing Fee (Check the appropriate box):
☑ No fee
required
☐ Fee computed
on table below per Exchange Act Rules 14c-5(g)(1) and
0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of
transaction:
(5) Total fee paid:
☐ Fee paid
previously with preliminary materials.
☐ Check box if
any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement
No.:
(3) Filing Party:
(4) Date Filed:
MYMETICS CORPORATION
Route de la Corniche 4
1066 Epalinges, Switzerland
011-41-21-653-4535
Notice of Action by Written Consent of Shareholders to be
Effective January 30, 2020
Dear Stockholder:
Mymetics
Corporation, a Delaware corporation. (the "Company"), hereby
notifies our stockholders of record on December 31, 2019 that
stockholders holding approximately 54% of the voting power have
approved, by written consent in lieu of a special meeting on
December 24, 2019 the following proposals:
Proposal 1 To file an Amendment to the Amended and Restated
Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 1,000,000,000
to1,200,000,000.
This
Information Statement is first being mailed to our stockholders of
record as of the close of business on January 9, 2019. The action
contemplated herein will not be effective until January 30, 2020, a
date which is at least 20 days after the date on which this
Information Statement is first mailed to our stockholders of
record. You are urged to read the Information Statement in its
entirety for a description of the action taken by the majority
stockholders of the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
Exhibit A:
Amendment to Amended and Restated Certificate of
Incorporation
The
corporate action is taken by consent of the holders of a majority
of the shares outstanding, pursuant to Delaware law. Proxies are
not being solicited because stockholders holding approximately 54%
of the issued and outstanding voting capital stock of the Company
hold more than enough shares to effect the proposed action and have
voted in favor of the proposals contained herein.
|
/s/ Ronald Kempers
President and Chief
Executive Officer
|
|
Route
de la Corniche 4
|
|
1066
Epalinges, Switzerland
|
|
January
7, 2020
|
MYMETICS CORPORATION
Route de la Corniche 4
1066 Epalinges, Switzerland
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.
General Information
This
Information Statement is being furnished to the stockholders of
Mymetics Corporation, a Delaware corporation (the
“Company”), in connection with the adoption of an
Amendment to our Amended and Restated Certificate of Incorporation
by our Board of Directors and the holders of a majority of our
issued and outstanding voting securities in lieu of a special
meeting. On December 16, 2019 our Board of Directors approved and,
on December 24, 2019 the holders of a majority of our voting
capital stock approved the filing with the Secretary of State of
the State of Delaware an Amendment to our Amended and Restated
Certificate of Incorporation (the “Amended
Certificate”) to provide for the increase of the total number
of authorized, issued and outstanding shares of the Company’s
common stock, par value $.01 per share (“Common Stock"). The
increase in our authorized shares of Common Stock will become
effective on the date of filing the Amended Certificate with the
Delaware Secretary of State (the “Effective Date”) in
accordance with the relevant sections of the Delaware General
Corporation Law.
Dissenters' Right of Appraisal
The
Delaware General Corporation Law does not provide for dissenter's
rights of appraisal in connection with the proposed increase in our
authorized shares of Common Stock.
Voting Securities
As
of the date of this information statement, our voting securities
consist of our Common Stock of which 303,757,622 shares are
outstanding. Approval of the Amended Certificate requires the
affirmative consent of a majority of the shares of our Common Stock
issued and outstanding at December 31, 2019 (the “Record
Date”). The quorum necessary to conduct business of the
stockholders consists of a majority of the Common Stock issued and
outstanding as of the Record Date.
Stockholders
who beneficially own an aggregate of 164,586,459 shares of our
Common Stock, or approximately 54% of the total issued and
outstanding shares of Common Stock are the “Consenting
Stockholders.” The Consenting Stockholders have the power to
vote all of their shares of our Common Stock, which number exceeds
the majority of the issued and outstanding shares of our Common
Stock on the date of this Information Statement. The Consenting
Stockholders have consented to the proposed actions set forth
herein and had and have the power to pass the proposed corporate
actions without the concurrence of any of our other
stockholders.
The
approval of this action by written consent is made possible by
Section 228 of the Delaware General Corporation Law, which provides
that the written consent of the holders of outstanding shares of
voting stock, having not less than the minimum number of votes that
would be necessary to authorize or take such actions at a meeting
at which all shares entitled to vote thereon were present and
voted, may be substituted for such a meeting. In order to eliminate
the costs involved in holding a special meeting, our Board of
Directors elected to utilize the written consent of the holders of
more than a majority of our voting securities.
Pursuant
to Section 228 of the Delaware General Corporation Law, we are
required to provide prompt notice of the taking of the corporate
actions described above without a meeting of stockholders to all
stockholders who did not consent in writing to such action. This
Information Statement serves as such notice. This Information
Statement will be mailed on or about January 9 2020 to stockholders
of record as of the Record Date and is being delivered to inform
you of the corporate action described herein before such action
takes effect in accordance with Rule 14c-2 of the Securities
Exchange Act of 1934.
The
entire cost of furnishing this Information Statement will be borne
by the Company. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this
Information Statement to the beneficial owners of our voting
securities held of record by them, and we will reimburse such
persons for out-of-pocket expenses incurred in forwarding such
material
PROPOSAL 1 – TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 1,000,000,000 to 1,200,000,000
The
Company has received stockholder approval to amend and restate its
Certificate of Incorporation to increase the number of authorized
shares of Common Stock, par value $0.01 per share, from
1,000,000,000 to 1,200,000,000. Article IV of the Amended
Certificate is expected to be amended to read as
follows:
“The total
number of shares of all classes of stock which the Corporation
shall have authority to issue is 1,205,000,000, 1,200,000,000 of
which shall be Common Stock, $0.01 par value per share. The total
number of shares of Preferred Stock authorized to be issued is
5,000,000 shares, $0.01 par value per share, all of which shall be
blank check Preferred Stock which shall have such voting power,
designations, preferences, rights and qualifications, limitations
or restrictions to be determined by the Corporation’s Board
of Directors on a case-by-case basis, prior to issuance but subject
to compliance with the requirements of the Delaware General
Corporation Law."
The
Consenting Stockholders have voted in favor of approving the
Amended Certificate. With the approval of the Consenting
Stockholders, the amended Charter will become effective upon its
filing with the Secretary of State of the State of
Delaware.
Current Use of Shares
As of
September 30, 2019, there were:
●
303,757,622 shares of Common Stock outstanding;
●
658,133,201 shares subject to issuance upon the conversion of our
outstanding convertible promissory notes, warrants and options
based upon the principal balance of the convertible notes of
€32,325,000 and an average conversion price of $0.1116;
and
●
30,000,000 shares reserved for grant under our 2013 Stock Incentive
Plan, of which 29,100,000 options to purchase shares of our Common
Stock have been granted.
Purpose and Effect of the Proposed Increase in Shares of Common
Stock
The
proposed increase in the number of authorized shares of Common
Stock is necessary principally to cover the exercise of outstanding
convertible notes issued to two of our largest shareholders that
have provided on-going loans to us to supplement the revenues we
have received from collaboration projects, grant funding and
R&D services that allow us to engage in the research and
development of our vaccine technology to address infectious and
life disabling disease, to provide flexibility to issue shares for
general corporate purposes that may be identified in the future
including, but not limited to, raising additional equity capital
through the issuance of shares of Common Stock, preferred stock or
debt or equity securities convertible or exercisable into shares of
Common Stock, or in the case of Common Stock, adopting additional
employee benefit plans or reserving additional shares for issuance
under existing plans and funding the acquisition of other
companies. We have no current plans to engage in any acquisition of
other companies. No additional action or authorization by
stockholders would be necessary prior to the issuance of such
additional shares, unless required by applicable law or the rules
of any stock exchange or national securities association trading
system on which our Common Stock is then listed or quoted. Examples
of circumstances in which further stockholder authorization
generally would be required for issuance of such additional shares
include (a) transactions that would result in a change of control
of the Company, and (b) adoption of, increases in shares available
under, or material changes to equity compensation plans. We expect
to engage in a financing in the near future to meet the costs of
further development of our vaccine candidates and interest
continues to be accrued under the terms of the outstanding
convertible notes.
The
additional authorized shares would become part of the existing
class of Common Stock, and the Amended Certificate would not affect
the terms of the outstanding Common Stock or the rights of the
holders of the Common Stock. The Company stockholders do not have
preemptive rights with respect to our Common Stock. Should the
Board of Directors elect to issue additional shares of Common
Stock, existing stockholders would not have any preferential rights
to purchase such shares. Therefore, additional issuances of Common
Stock could have a dilutive effect on the earnings per share,
voting power and share holdings of current
stockholders.
Anti−takeover Provisions
We are
not introducing this proposal with the intent that it be utilized
as a type of anti−takeover device. However, this action
could, under certain circumstances, have an anti−takeover
effect. For example, in the event of a hostile attempt to acquire
control of the Company, we could seek to impede the attempt by
issuing shares of Common Stock, which would effectively dilute the
voting power of the other outstanding shares and increase the
potential cost to acquire control of the Company. Further, we could
issue additional shares in a manner that would impede the efforts
of stockholders to elect directors other than those nominated by
the then current Board of Directors. These potential effects of the
proposed increase in the number of authorized shares could limit
the opportunity for the Company stockholders to dispose of their
shares at the higher price generally available in takeover attempts
or to elect directors of their choice. The following is a
description of other anti−takeover provisions in our charter
documents and other agreements. We have no current plans or
proposals to enter into any other arrangement that could have
material anti−takeover consequences.
Certificate of Incorporation and Bylaws
Certain
provisions of our Certificate of Incorporation and bylaws may have
the effect of deterring unsolicited attempts to acquire a
controlling interest in the Company or impeding changes in our
management. Preferred stock may be issued in the future in
connection with acquisitions, financings, or other matters, as the
Board of Directors deems appropriate. In the event that we
determine to issue any shares of preferred stock, a certificate of
designation containing the rights, privileges, and limitations of
this series of preferred stock will be filed with the Secretary of
State of the State of Delaware. The effect of this preferred stock
designation power is that our Board of Directors alone, subject to
Federal securities laws, applicable blue sky laws, and Delaware
law, may be able to authorize the issuance of preferred stock which
could have the effect of delaying, deferring, or preventing a
change in control of the Company without further action by our
stockholders, and may adversely affect the voting and other rights
of the holders of our Common Stock.
Our
Certificate of Incorporation also provides for staggered classes of
our Board of Directors and does not provide our stockholders with
cumulative voting rights. Our bylaws provide that only our
President, our Board of Directors and the Chairman of our Board of
Directors may call a special meeting of stockholders.
We are
not presenting this proposal with the intent that it be utilized as
a type of anti−takeover device. The proposal is being made at
this time to make available a sufficient number of shares of Common
Stock and preferred stock in connection with our on-going financing
requirements until we have sufficient revenues from our vaccines to
not require financings to support our business plan, to meet the
Company’s current potential obligations to issue Common Stock
and to provide us with greater flexibility to issue shares for
general corporate purposes that may be identified in the
future.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
The
following table sets forth, as of September 30, 2019, certain
information concerning the beneficial ownership of common stock by
(i) each person known by the company to be the owner of more than
5% of the outstanding common stock, (ii) each director, (iii) our
executive officers, and (iv) all directors and executive officers
as a group. In general, "beneficial ownership" includes those
shares a director or executive officer has the power to vote or the
power to transfer, and stock options and other rights to acquire
common stock that are exercisable currently or become exercisable
within 60 days. Except as indicated otherwise, the persons named in
the table below have sole voting and investment power with respect
to all shares shown as beneficially owned by them. The calculation
of the percentage owned is based on 303,757,622 shares outstanding.
Unless otherwise indicated, the address of the following
shareholders is the address of the Company, Route de la Corniche 4,
1066, Epalinges, Switzerland.
|
Stockholders,
Management and Directors
|
Shares
Beneficially Owned
|
Percentage
of
Outstanding
Shares
Owned*
|
|
Ulrich Burkhard,
Director
|
|
0%
|
|
Dr. Thomas
Staehelin, Director (1)
|
12,479,907
|
4.11%
|
|
Dr. Sylvain Fleury,
CSO
|
6,500,000
|
2.14%
|
|
Ernest M. Stern,
Director
|
1,500,000
|
.49%
|
|
Ronald Kempers,
President and CEO
|
3,100,000
|
1.02%
|
|
Round Enterprises
Ltd. St. Peter Port, Guernsey (2)
|
141,006,552
|
46.4%
|
|
All directors and
executive officers as a group (5 persons)
|
164,586,459
|
54.18%
|
(1) Dr.
Thomas Staehelin is the beneficial owner of the shares which are
held by Eardley Holding A.G., a company owned and controlled by Dr.
Staehelin who has sole voting and dispositive control over the
shares. The address of Eardley Holding A.G. is St. Jakobs-Str. 7,
CH-4002 Basel, Switzerland.
(2) As
stated in the Form 13-D filed by Round Enterprises Ltd., all its
shares are held through Anglo Irish Bank, SA, as nominee, and
which, as a fiduciary, cannot take any action without the prior
consent of Round Enterprises Ltd.
*
Beneficial ownership of less than 1% is omitted.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN
ADDRESS
Only
one information statement is being delivered to multiple security
holders sharing an address unless the Company has received contrary
instructions from one or more of its security holders. The Company
undertakes to deliver promptly upon written or oral request a
separate copy of the information statement to a security holder at
a shared address to which a single copy of the documents was
delivered and provide instructions as to how a security holder can
notify the Company that the security holder wishes to receive a
separate copy of an information statement.
Security holders
sharing an address and receiving a single copy may request to
receive a separate information statement at Mymetics Corporation,
Route de la Corniche 4, 1066, Epalinges, Switzerland. Security
holders sharing an address can request delivery of a single copy of
information statements if they are receiving multiple copies may
also request to receive a separate information statement at
Mymetics Corporation, Route de la Corniche 4, 1066, Epalinges,
Switzerland, telephone: 011-41-21-653-4535.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF
1934
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires
that our directors and executive officers, and persons who own more
than ten percent (10%) of our outstanding Common Stock, file with
the Securities and Exchange Commission (the “SEC”)
initial reports of ownership and reports of changes in ownership of
Common Stock. Such persons are required by the SEC to furnish us
with copies of all such reports they file. Specific due
dates for such reports have been established by the SEC and we are
required to disclose any failure to file reports by such dates.
We believe that during the fiscal
year ended December 31, 2018, all reports required to be filed
pursuant to Section 16(a) were filed on a timely
basis.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We are
required to file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and
copy any document we file at the SEC’s public reference rooms
at 100 F Street, N.E, Washington, D.C. 20549. You may also obtain
copies of the documents at prescribed rates by writing to the
Public Reference Section of the SEC at 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for more information on the operation of the public
reference rooms. Copies of our SEC filings are also available to
the public from the SEC’s web site at
www.sec.gov.
We will
provide, upon request and without charge, to each shareholder
receiving this Information Statement a copy of our Annual Report on
Form 10-K for the fiscal year ended December 31, 2018, including
the financial statements and financial statement schedule
information included therein, as filed with the SEC. You are
encouraged to review the Annual Report together with any subsequent
information we filed or will file with the SEC and other publicly
available information. A copy of any public filing is also
available, at no charge, by contacting Mymetics Corporation, Route
de la Corniche 4, 1066, Epalinges, Switzerland, telephone:
011-41-21-653-4535.
|
|
Mymetics Corporation
|
|
|
|
|
|
|
|
|
|
By
Order of the Board of Directors
|
|
|
|
|
|
|
|
Date:
January 7, 2020
|
By:
|
/s/ Ronald
Kempers
|
|
|
|
|
Ronald
Kempers
|
|
|
|
|
President
and Chief Executive Officer
|
|
|
|
|
|
|
Exhibit A
Amendment to Amended and Restated Certificate of
Incorporation
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MYMETICS CORPORATION
Mymetics
Corporation (the “Corporation”),
a Delaware corporation, does hereby certify that the following
amendment to Article Fourth of the Corporation’s Amended and
Restated Certificate of Incorporation to increase the number of its
issued and outstanding shares of common stock has been duly adopted
in accordance with the provisions of Section 242 of the Delaware
General Corporation Law, as follows:
ARTICLE
IV
The
total number of shares of all classes of stock which the
Corporation shall have authority to issue is 1,205,000,000,
1,200,000,000 of which shall be Common Stock, $0.01 par value per
share. The total number of shares of Preferred Stock authorized to
be issued is 5,000,000 shares, $0.01 par value per share, all of
which shall be blank check Preferred Stock which shall have such
voting power, designations, preferences, rights and qualifications,
limitations or restrictions to be determined by the
Corporation’s Board of Directors on a case-by-case basis,
prior to issuance but subject to compliance with the requirements
of the Delaware General Corporation Law.
IN
WITNESS WHEREOF, the Corporation has made the foregoing Amendment
to the Amended and Restated Certificate of Incorporation and the
President has hereunto set his hand as of the 31st day of December,
2019.
|
|
MYMETICS CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/
Ronald Kempers
|
|
|
|
|
Ronald
Kempers, President
|
|
Grafico Azioni Mymetics (CE) (USOTC:MYMX)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Mymetics (CE) (USOTC:MYMX)
Storico
Da Nov 2023 a Nov 2024
