CYTO Altamira Therapeutics Ltd

Filed with the Securities and Exchange Commission on July 8, 2024

Registration No. 333-278594

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

Post-Effective Amendment No. 1

to

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

Altamira Therapeutics Ltd.

(Exact name of Registrant as specified in its charter)

 

Not Applicable

(Translation of Registrant’s name into English)

 

Bermuda		2834		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification No.)

 

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Tel: (441) 295-5950
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

Thomas Meyer, PhD

President

Altamira Therapeutics, Inc.

254 Chapman Rd, Ste 208 #15392

Newark, DE 19702 Tel: (302) 200-8095
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copy to:

 

W. David Mannheim

Michael K. Bradshaw, Jr.

Nelson Mullins Riley & Scarborough LLP

301 Hillsborough Street, Suite 1400

Raleigh, NC 27603

(919) 329-3800

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ☒

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Emerging growth company ☐

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

 

 

 

EXPLANATORY NOTE

 

Altamira Therapeutics Ltd. (the “Company” or the “Registrant”), a Bermuda company, filed a registration statement with the Securities and Exchange Commission (the “SEC”) on Form F-1 (Registration No. 333-278594) (the “Registration Statement”) which was declared effective by the SEC on April 17, 2024.

 

This Post-Effective Amendment No. 1 to the Registration Statement on Form F-1 is being filed (i) to include information from our Annual Report on Form 20-F/A for the year ended December 31, 2023 that was filed on July 1, 2024 for the purposes of providing separate audited financial statements of Altamira Medica AG in accordance with Rule 3-09 of Regulation S-X and (ii) to update certain other information in the Registration Statement. No additional securities are registered under this Post-Effective Amendment No. 1 and all applicable registration fee and filing fees were paid at the time of the original filing of the Registration Statement.

 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED JULY 8, 2024

 

PRELIMINARY PROSPECTUS

 

1,640,000 Common Shares

 

 

Altamira Therapeutics Ltd.

 

This prospectus relates to the resale, from time to time, of up to 1,640,000 common shares, par value USD 0.002 per share, or the “common shares,” of Altamira Therapeutics Ltd., an exempted company limited by shares incorporated in Bermuda, by the selling shareholder, Lincoln Park Capital Fund, LLC, or “LPC”, which consist of (i) 1,569,721 common shares that we may, from time to time in our discretion, issue and sell to LPC the common shares to which this prospectus relates, which we refer to as “Purchase Shares,” upon the terms and subject to satisfaction of the conditions in the purchase agreement, dated as of December 5, 2022, that we entered into with LPC on such date, which we refer to as the “Purchase Agreement” and (ii) 70,279 common shares that we previously issued to LPC pursuant to the Purchase Agreement.

 

We are not selling any securities under this prospectus and will not receive any of the proceeds from the resale by the selling shareholder of common shares under this prospectus. However, we may receive proceeds of up to $8,161,438 from our sale of Purchase Shares, if any, to LPC under the Purchase Agreement, from time to time in our discretion after the date the registration statement of which this prospectus is a part is declared effective and the other conditions in the Purchase Agreement have been satisfied.

 

LPC is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, or the “Securities Act”. LPC may sell the common shares described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how LPC may resell the common shares being registered for resale by LPC under the registration statement that includes this prospectus.

 

We will pay the expenses incurred in registering the common shares to which this prospectus relates, including legal and accounting fees. See “Plan of Distribution.”

 

Currently, our common shares are traded on The Nasdaq Capital Market, or Nasdaq, under the symbol “CYTO”. The closing price of our common shares on Nasdaq on July 3, 2024 was $1.13 per common share.

 

We are a “foreign private issuer” as defined under the federal securities laws and, as such, are subject to reduced public company reporting requirements. See “Prospectus Summary – Implications of Being a Foreign Private Issuer.”

 

Investing in our common shares involves a high degree of risk. See “Risk Factors” beginning on page 5.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

Consent under the Exchange Control Act 1972 (and its related regulations) from the Bermuda Monetary Authority for the issue and transfer of our common shares to and between residents and non-residents of Bermuda for exchange control purposes has been obtained for so long as our common shares remain listed on an “appointed stock exchange,” which includes the Nasdaq Capital Market. In granting such consent, neither the Bermuda Monetary Authority nor the Registrar of Companies in Bermuda accepts any responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed herein.

 

The date of this prospectus is July 8, 2024.

 

 

TABLE OF CONTENTS

 

	Page
Prospectus Summary	1
The Offering	4
Risk Factors	5
Presentation of Financial and Other Information	7
Market and Industry Data	7
Cautionary Statement Regarding Forward-Looking Statements	7
Use of Proceeds	8
Selling Shareholder	8
The LPC Transaction	10
Capitalization	16
Dilution	17
Expenses of the Offering	17
Plan of Distribution	18
Legal Matters	20
Experts	20
Enforcement of Judgments	20
Where You Can Find More Information	21
Incorporation of Certain Information by Reference	21

 

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “Altamira Therapeutics Ltd.,” or “Altamira,” the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to (i) Auris Medical Holding Ltd. a Bermuda company, or Auris Medical (Bermuda), the successor issuer to Auris Medical Holding AG (“Auris Medical (Switzerland)”) under Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the effective time at which Auris Medical (Switzerland) continued its corporate existence from Switzerland to Bermuda (the “Redomestication”), which occurred on March 18, 2019, and (ii) to Altamira Therapeutics Ltd. after adoption of the new company name by resolution of Special General Meeting of Shareholders held on July 21, 2021. The trademarks, trade names and service marks appearing in this prospectus are property of their respective owners.

 

On October 25, 2022, the Company effected a one-for-twenty reverse share split (share consolidation) (the “2022 Reverse Share Split”) of the Company’s issued and outstanding common shares. Effective as of November 2, 2023, the Company changed the currency denomination of the Company’s authorized share capital from CHF to USD, reduced the issued share capital by reducing the par value of each common share in issue to USD 0.0001 (pre-2023 Reverse Share Split (as defined below)) and reduced the authorized share capital to USD 12,000 divided into 100,000,000 (pre-2023 Reverse Share Split) common shares of USD 0.0001 (pre-2023 Reverse Share Split) par value each and 20,000,000 preference shares of USD 0.0001 par value each. On December 13, 2023, the Company effected a one-for-twenty reverse share split (share consolidation) (the “2023 Reverse Share Split”) of the Company’s issued and outstanding common shares. Unless indicated or the context otherwise requires, all per share amounts and numbers of common shares in this prospectus supplement have been retrospectively adjusted for the 2023 Reverse Share Split. Documents incorporated by reference into this prospectus that were filed prior to October 25, 2022 and December 11, 2023, do not give effect to the 2022 Reverse Share Split or the 2023 Reverse Share Split, as applicable.

 

The terms “dollar,” “USD” or “$” refer to U.S. dollars and the term “Swiss Franc” and “CHF” refer to the legal currency of Switzerland.

 

 

RISK FACTORS

 

Any investment in our common shares involves a high degree of risk. You should carefully consider the risks described below and in “Item 3. Key Information—D. Risk factors” in our Annual Report on Form 20-F for the year ended December 31, 2023, incorporated by reference herein, and all of the information included or incorporated by reference in this prospectus before deciding whether to purchase our common shares. The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the events or circumstances described in the following risk factors actually occur, our business, financial condition and results of operations would suffer. In that event, the price of our common shares could decline, and you may lose all or part of your investment. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

 

Risks Related to this Offering

 

It is not possible to predict the actual number of shares we will sell under the Purchase Agreement to the selling shareholder, or the actual gross proceeds resulting from those sales.

 

On December 5, 2022, we entered into the Purchase Agreement with LPC, pursuant to which LPC has committed to purchase up to $10.0 million of our common shares (of which an aggregate of $1,838,562 of common shares have already been issued and sold to LPC as of the date of this prospectus), subject to certain limitations and conditions set forth in the Purchase Agreement, at our direction in our sole discretion from time to time during the period from the Commencement Date through January 1, 2025.

 

We generally have the right to control the timing and amount of any sales of our common shares to LPC under the Purchase Agreement. Sales of our common shares, if any, to LPC under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to LPC all, some or none of the additional common shares that may be available for us to sell to LPC as Purchase Shares pursuant to the Purchase Agreement.

 

Because the purchase price per share to be paid by LPC for the common shares that we may, in our sole discretion, elect to issue and sell to LPC under the Purchase Agreement from and after the date of this prospectus will fluctuate based on the market prices of our common shares at the times that we elect to sell such common shares, if any, to LPC under the Purchase Agreement, as of the date of this prospectus, it is not possible for us to calculate the actual purchase prices to be paid by LPC for any of the common shares that we may elect to issue and sell to LPC as Purchase Shares under the Purchase Agreement, and therefore we cannot predict the actual total aggregate number of additional common shares we may ultimately issue and sell to LPC, if any, under the Purchase Agreement, or the aggregate amount of additional proceeds we will actually receive from those sales, if any, under the Purchase Agreement.

 

Although the Purchase Agreement provides that we may sell up to $10.0 million of our common shares to LPC (of which an aggregate of $1,838,562 of common shares have already been issued and sold to LPC as of the date of this prospectus), only 1,569,721 of our common shares are being registered under the Securities Act for resale by LPC under the registration statement that includes this prospectus, which we may issue to LPC as Purchase Shares from and after the date of this prospectus, if and when we elect to sell such Purchase Shares to LPC under the Purchase Agreement. Depending on the market prices of our common shares at the time we elect to issue and sell the 1,569,721 Purchase Shares that are included in this prospectus to LPC pursuant to the Purchase Agreement, if any, we may need to issue and sell more than the 1,569,721 common shares being offered under this prospectus to LPC pursuant to the Purchase Agreement in order for us to receive aggregate gross proceeds equal to $8,161,438, the amount of LPC’s total aggregate purchase commitment that remains under the Purchase Agreement as of the date of this prospectus. If it becomes necessary for us to issue and sell to LPC under the Purchase Agreement more than the 1,569,721 Purchase Shares being offered under this prospectus, which we have the right, but not the obligation, to do, in order for us to receive the remaining aggregate gross proceeds equal to $8,161,438 from LPC under the Purchase Agreement, we must first file with the SEC one or more additional registration statements to register under the Securities Act the offer and resale by LPC of any such additional common shares that we may wish to sell to LPC from time to time under the Purchase Agreement, which the SEC must then declare effective.

 

 

Any issuance and sale by us under the Purchase Agreement of a substantial amount of common shares in addition to the 1,569,721 Purchase Shares being registered for resale by LPC under this prospectus could cause additional substantial dilution to our shareholders. The number of common shares ultimately resold by LPC through this prospectus is dependent upon the total number of additional common shares, if any, we elect to sell to LPC under the Purchase Agreement from and after the date of this prospectus and during the term of the Purchase Agreement.

 

Investors who buy shares at different times will likely pay different prices.

 

Pursuant to the Purchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of common shares that we elect to issue and sell to LPC in one or more Regular Purchases, accelerated purchases and additional accelerated purchases, if any, from and after the date of this prospectus and during the term of the Purchase Agreement. If and when we do elect to sell common shares to LPC pursuant to the Purchase Agreement from and after the date of this prospectus, if any, after LPC has acquired such common shares, LPC may resell all, some or none of such common shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase common shares from LPC in this offering at different times will likely pay different prices for those common shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the common shares they purchase from LPC in this offering as a result of future sales made by us to LPC at prices lower than the prices such investors paid for their common shares in this offering. In addition, if we sell a substantial number of common shares to LPC under the Purchase Agreement, or if investors expect that we will do so, the actual sales of common shares, or the anticipation of such sales as a result of the public filing with the SEC of our Purchase Agreement and Registration Rights Agreement and/or the registration statement that includes this prospectus may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

 

Our management team will have broad discretion over the use of the net proceeds from our sale of common shares to the Selling Shareholder, if any, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully.

 

Our management team will have broad discretion as to the use of the net proceeds from our sale of common shares to the selling shareholder, if any, and we could use such proceeds for purposes other than those contemplated at the time of commencement of this offering. Accordingly, you will be relying on the judgment of our management team with regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for us. The failure of our management team to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.

 

 

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

 

We report under International Financial Reporting Standards as issued by the International Accounting Standards Board in Swiss Francs. None of the consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States.

 

The terms “dollar,” “USD” or “$” refer to U.S. dollars, the term, “Swiss Francs” or “CHF” refers to the legal currency of Switzerland and the terms “€” or “euro” are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended. Unless otherwise indicated, all references to currency amounts in this prospectus are in Swiss Francs.

 

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

 

MARKET AND INDUSTRY DATA

 

This prospectus contains industry, market and competitive position data that are based on industry publications and studies conducted by third parties as well as our own internal estimates and research. These industry publications and third party studies generally state that the information that they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains statements that constitute forward-looking statements, including statements concerning our industry, our operations, our anticipated financial performance and financial condition, and our business plans and growth strategy and product development efforts. These statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The words “may,” “might,” “will,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties.

 

Forward-looking statements appear in a number of places in this prospectus and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to:

 

●

our operation as a drug development-stage company with limited operating history and a history of operating losses;

 

●

our need for substantial additional funding to continue the development of our RNA delivery platforms and product candidates before we can expect to become profitable from the out-licensing of our platform technology and products and the possibility that we may be unable to raise additional capital when needed;

 

●

the timing, scope, terms and conditions of a potential divestiture or partnering of the Company’s AM-125 development program in vertigo as well as the cash such transaction(s) may generate;

 

●

our dependence on the success of OligoPhore™, SemaPhore™, AM-401 and AM-411, which are still in preclinical development, and may eventually prove to be unsuccessful;

 

●

the chance that we may become exposed to costly and damaging liability claims resulting from the testing of our product candidates in the clinic;

 

●

the chance our clinical trials may not be completed on schedule, or at all, as a result of factors such as delayed enrollment or the identification of adverse effects;

 

●

our reliance on our current strategic relationship with Washington University and the potential success or failure of strategic relationships, joint ventures or mergers and acquisitions transactions;

 

●

our reliance on third parties to conduct certain of our nonclinical studies and on third-party, single-source suppliers to supply certain key ingredients for our RNA delivery platforms or produce our product candidates;

 

●

our ability to obtain, maintain and protect our intellectual property rights and operate our business without infringing or otherwise violating the intellectual property rights of others;

 

●

our ability to meet the continuing listing requirements of Nasdaq and remain listed on The Nasdaq Capital Market;

 

●

the chance that certain intangible assets related to our product candidates will be impaired; and

 

●

other risk factors discussed under “Item 3. Key Information-D. Risk factors” in our Annual Report on Form 20-F for the year ended December 31, 2023.

 

Our actual results or performance could differ materially from those expressed in, or implied by, any forward-looking statements relating to those matters. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our results of operations, cash flows or financial condition. Except as required by law, we are under no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise.

 

USE OF PROCEEDS

 

We will not receive any proceeds from resales of our common shares by LPC under this prospectus. We may receive gross proceeds of up to $8,161,438 under the Purchase Agreement during the period from the date of this prospectus through January 1, 2025, assuming that we sell the full amount of our common shares that we have the right, but not the obligation, to issue and sell to LPC as Purchase Shares under the Purchase Agreement and excluding estimated fees and expenses payable by us in connection with the registration under the Securities Act of all of the common shares that may be issued by us to LPC under the Purchase Agreement for resale by LPC, including the common shares being offered for resale by LPC under this prospectus. However, there can be no assurance we will issue to LPC any or all of the common shares that we have the right, but not the obligation, to sell to LPC as Purchase Shares under the Purchase Agreement, or that LPC will resell any of such common shares. Because there is no minimum amount of common shares that we are required to sell to LPC under the Purchase Agreement, we may issue and sell less than all of the common shares that we have the right, but not the obligation, to issue and sell to LPC as Purchase Shares under the Purchase Agreement, including the common shares being offered for resale by LPC under this prospectus, which may significantly reduce the amount of proceeds received by us from LPC under the Purchase Agreement.

 

We estimate that the net proceeds to us from the issuance and sale of our common shares to LPC pursuant to the Purchase Agreement will be up to approximately $8,161,438 during the period from the date of this prospectus through January 1, 2025, assuming that we sell the full amount of our common shares that we have the right, but not the obligation, to sell to LPC as Purchase Shares under the Purchase Agreement and after deducting estimated fees and expenses payable by us in connection with the registration under the Securities Act of all of the common shares that may be issued by us to LPC under the Purchase Agreement for resale by LPC, including the common shares being offered for resale by LPC under this prospectus.

 

We intend to use the net proceeds to us from the issuance and sale of our common shares to LPC pursuant to the Purchase Agreement for working capital and general corporate purposes. Such purposes may include research and development expenditures and capital expenditures. Pending the use of the net proceeds, we intend to invest the net proceeds in interest-bearing, investment-grade securities. Accordingly, our management will have significant flexibility in applying any net proceeds that we receive from the issuance and sale of our common shares to LPC pursuant to the Purchase Agreement.

 

SELLING SHAREHOLDER

 

This prospectus relates to the offer and resale by LPC of up to 1,640,000 common shares that have been or may be issued by us to LPC under the Purchase Agreement. For additional information regarding the common shares included in this prospectus, see the section titled “The LPC Transaction” in this prospectus. We are registering the common shares included in this prospectus pursuant to the provisions of the Registration Rights Agreement we entered into with LPC on December 5, 2022 in order to permit the selling shareholder to offer the common shares included in this prospectus for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement, between us and LPC, LPC has not had any material relationship with us within the past three years. As used in this prospectus, the term “selling shareholder” means Lincoln Park Capital Fund, LLC.

 

The table below presents information regarding the selling shareholder and the common shares that may be resold by the selling shareholder from time to time under this prospectus. This table is prepared based on information supplied to us by the selling shareholder and reflects holdings as of July 3, 2024. The number of common shares in the column “Maximum Number of Common Shares to be Resold Pursuant to this Prospectus” represents all of the common shares being offered for resale by the selling shareholder under this prospectus. The selling shareholder may sell some, all or none of the common shares being offered for resale in this offering. We do not know how long the selling shareholder will hold the common shares before selling them and we are not aware of any existing arrangements between the selling shareholder and any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the common shares being offered for resale by this prospectus.

 

 

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act and includes common shares with respect to which the selling shareholder has sole or shared voting and investment power. Because the purchase price per common share to be paid by LPC for common shares that may be issued and sold by us to LPC in Regular Purchases under the Purchase Agreement, if any, will be based on prevailing market prices of our common shares immediately preceding the time of sale as computed under the Purchase Agreement, and the purchase price per common share to be paid by LPC for common shares that may be issued and sold by us to LPC in accelerated purchases or additional accelerated purchases will be based on prevailing market prices of our common shares at the time of sale as computed under the Purchase Agreement, provided that in each case such per share purchase price may not be less than the par value per common share (which as of the date of this prospectus is USD 0.002 per share), the actual number of common shares that we may ultimately issue and sell to LPC under the Purchase Agreement may be fewer than the 1,569,721 common shares being offered for resale under this prospectus.

 

Selling Shareholder		Common Shares Beneficially Owned Prior to this Offering(1)				Percentage of Outstanding Common Shares Beneficially Owned Prior to this Offering(2)				Maximum Number of Common Shares to be Resold Pursuant to this Prospectus				Number of Common Shares Beneficially Owned After this Offering(3)				Percentage of Outstanding Common Shares Beneficially Owned After this Offering(4)
Lincoln Park Capital Fund, LLC(5)			70,351				2.6	%			1,640,000				72				38.7	%

 

(1)

Represents (i) the 70,279 common shares we issued to LPC under the Purchase Agreement and (ii) an aggregate of 72 common shares underlying warrants held by LPC, which common shares underlying warrants are not included in the 1,640,000 common shares being offered under this prospectus. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of common shares beneficially owned prior to the offering all of the common shares that LPC may be required to purchase at our direction under the Purchase Agreement, because the issuance of such common shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of LPC’s control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the Regular Purchases, accelerated purchases and additional accelerated purchases of our common shares under the Purchase Agreement are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any common shares to LPC to the extent such shares, when aggregated with all other common shares then beneficially owned by LPC, would cause LPC’s beneficial ownership of our common shares to exceed the 4.99% Beneficial Ownership Limitation, which may not be amended or waived under the Purchase Agreement.

 

(2)

The percentage of common shares beneficially owned prior to this offering is based on an aggregate of 2,670,524 common shares outstanding on July 3, 2024.

 

(3)	Assumes the resale by the selling shareholder of all of the common shares being offered for resale pursuant to this prospectus.
(4)	The percentage of common shares beneficially owned after this offering is based on an aggregate of 2,670,524  common shares outstanding on July 3, 2024, and (i) gives effect to the issuance of the 1,569,721 Purchase Shares being offered for resale by LPC under this prospectus and (ii) assumes the resale by LPC of all of the 1,640,000 common shares being offered for resale by LPC pursuant to this prospectus, which include 70,279 common shares that we previously issued to LPC pursuant to the Purchase Agreement.

 

(5)

Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, the manager of Lincoln Park Capital Fund, LLC, are deemed to be beneficial owners of all of the common shares owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment power over the common shares being offered under the prospectus filed with the SEC in connection with the transactions contemplated under the Purchase Agreement. Neither Lincoln Park Capital Fund, LLC nor Lincoln Park Capital, LLC, is a licensed broker dealer or an affiliate of a licensed broker dealer.

 

 

THE LPC TRANSACTION

 

On December 5, 2022, we and LPC entered into the Purchase Agreement and the Registration Rights Agreement. The Purchase Agreement provides that, upon the terms and subject to the satisfaction of the conditions set forth therein, we may, in our sole discretion, issue and sell to LPC up to $10.0 million of our common shares (of which an aggregate of $1,838,562 of common shares have already been issued and sold to LPC as of the date of this prospectus), subject to certain limitations set forth in the Purchase Agreement, during the period from the Commencement Date through January 1, 2025. Pursuant to the terms of the Registration Rights Agreement, we initially filed this registration statement on Form F-1 with the SEC on April 10, 2024 and registered an additional 2,000,000 common shares of the Company for resale by LPC, pursuant to the terms of the Purchase Agreement and the Registration Rights Agreement. LPC previously resold 360,000 of such common shares, and this post-effective amendment to the registration statement that includes this prospectus therefore registers 1,640,000 common shares of the Company for resale by LPC, consisting of (i) 70,279 common shares that we previously issued and sold to LPC and are currently held by LPC and (ii) 1,569,721 Purchase Shares that we may, in our sole discretion, issue and sell to LPC as Purchase Shares, during the period from the date of this prospectus through January 1, 2025.

 

On any business day selected by us on which the closing sale price of our common shares is not below the Floor Price, we may, from time to time and at our sole discretion during the period from the date of this prospectus through January 1, 2025, by written notice delivered by us to LPC, direct LPC to purchase up to 750 common shares, at a purchase price per common share that will be determined and fixed in accordance with the Purchase Agreement at the time we deliver such written notice to LPC. The maximum share limit for a Regular Purchase shall be increased to higher share threshold amounts in the Purchase Agreement, up to a maximum share limit of 1,500 common shares, with the applicable maximum share limit determined by whether the closing price for our common shares on the applicable purchase date exceeds certain price thresholds set forth in the Purchase Agreement. In the event that the purchase price per common share and number of common shares must be adjusted, and if after giving effect to the full proportionate adjustment, for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction as provided in the Purchase Agreement, the combination of the as-adjusted purchase price per common share and the as-adjusted number of common shares does not result in a LPC’s purchase commitment equal to or greater than $150,000, then the maximum number of shares that we may issue under a Regular Purchase shall be adjusted such that LPC’s purchase commitment shall be equal to, or as closely approximating without exceeding $150,000 (such dollar amount not be subject to proportionate adjustments for share splits, reverse share splits, recapitalizations and other similar transactions as set forth in the Purchase Agreement). The per share purchase price for the common shares sold in each such Regular Purchase, if any, will be based on prevailing market prices of our common shares immediately preceding the time of sale as computed under the Purchase Agreement, provided that such per share purchase price may not be less than the par value per common share (which as of the date of this prospectus is USD 0.002 per share) on the applicable purchase date for such Regular Purchase. In any case, however, LPC’s maximum purchase commitment in any single Regular Purchase may not exceed $1,500,000 (which dollar amount shall not be subject to adjustment for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction). We may direct LPC to purchase common shares in a Regular Purchase on any business day we select as the purchase date for such Regular Purchase and as often as every business day, provided that (i) the closing sale price of our common shares on the applicable purchase date for such Regular Purchase is not below the Floor Price and (ii) all Purchase Shares subject to all prior Regular Purchases that we have effected under the Purchase Agreement, if any, have been received by LPC before we deliver notice to LPC for such Regular Purchase in accordance with the Purchase Agreement.

 

In addition to Regular Purchases described above, provided that we have directed LPC to purchase the maximum amount of common shares that we are then able to sell to LPC in a Regular Purchase, we may, in our sole discretion, also direct LPC to purchase additional common shares in “accelerated purchases” and “additional accelerated purchases” as set forth in the Purchase Agreement, provided that all Purchase Shares subject to all prior Regular Purchases, accelerated purchases and additional accelerated purchases (as applicable) that we have effected under the Purchase Agreement have been received by LPC before we deliver notice to LPC for the applicable accelerated purchase (and with respect to an additional accelerated purchase, before we deliver notice to LPC for such applicable additional accelerated purchase) in accordance with the Purchase Agreement. The purchase price per common share to be paid by LPC for common shares that we elect to sell to LPC in any accelerated purchase (or in any additional accelerated purchase, as applicable) will be based on prevailing market prices of our common shares at the time of sale as computed under the Purchase Agreement, provided that such per share purchase price may not be less than the par value per common share (which as of the date of this prospectus is USD 0.002 per share) on the applicable purchase date for the Regular Purchase corresponding to such accelerated purchase (or such additional accelerated purchase, as applicable) as described above.

 

The Purchase Agreement provides that we may not under any circumstances issue or sell any common shares to LPC under the Purchase Agreement which, when aggregated with all other common shares then beneficially owned by LPC and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act, and Rule 13d-3 thereunder), would result in LPC beneficially owning more than the 4.99% Beneficial Ownership Limitation.

 

We will control the timing and amount of any sales of common shares to LPC pursuant to the Purchase Agreement. LPC has no right to require us to sell any common shares to LPC under the Purchase Agreement, however LPC is obligated to make purchases of common shares as we may properly direct LPC to purchase, upon the terms and subject to the satisfaction of the conditions set forth therein. Neither we nor LPC may assign or transfer our respective rights and obligations under the Purchase Agreement, and no provision of the Purchase Agreement or the Registration Rights Agreement may be modified or waived by us or LPC.

 

 

Actual sales of common shares by us to LPC under the Purchase Agreement depend on a variety of factors to be determined from time to time, including, among others, market conditions, the trading price of our common shares and determinations by us as to the appropriate sources of funding for our company and its operations. The net proceeds under the Purchase Agreement that we may realize from sales of common shares to LPC under the Purchase Agreement will depend on the frequency and prices at which we may issue and sell our common shares to LPC pursuant to the Purchase Agreement.

 

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties. Copies of the agreements have been filed as exhibits to the registration statement that includes this prospectus and are available electronically on the SEC’s website at www.sec.gov.

 

As of July 3, 2024, there were 2,670,524 common shares outstanding, of which approximately 2,650,524 common shares were held by non-affiliates of our company. Although the Purchase Agreement provides that we may sell up to $10.0 million of our common shares to LPC (of which an aggregate of $1,838,562 of common shares have already been issued and sold to LPC as of the date of this prospectus), only 1,569,721 of our common shares are being registered under the Securities Act for resale by LPC under the registration statement that includes this prospectus, that we may issue to LPC as Purchase Shares from and after the date of this prospectus, if and when we elect to sell such Purchase Shares to LPC under the Purchase Agreement. If all of the aggregate 1,640,000 common shares, which include 70,279 common shares that we previously issued to LPC pursuant to the Purchase Agreement, that may be offered and resold by LPC under this prospectus were also issued and outstanding as of July 3, 2024, such 1,640,000 common shares would represent approximately 38.7% of the total number of our common shares outstanding, and approximately 38.9% of the total number of outstanding common shares held by non-affiliates of our company, in each case as of July 3, 2024.

 

As of the date of this prospectus, we have sold 430,279 of our common shares for an aggregate offering price of $1,838,562 pursuant to the Purchase Agreement, which represents the full number of shares registered under the Registration Statements on Form F-1 previously filed by us with the SEC under the terms of the Purchase Agreement and the Registration Rights Agreement and declared effective by the SEC.

 

Purchases of Common Shares Under the Purchase Agreement

 

Regular Purchases

 

From and after the date of this prospectus, on any business day selected by us on which the closing sale price of our common shares is not below the Floor Price (and provided all Purchase Shares subject to all prior Regular Purchases have been properly delivered to LPC in accordance with the Purchase Agreement), we may, by written notice delivered by us to LPC, direct LPC to purchase up to 750 common shares on such business day in a Regular Purchase, provided, however, that the maximum number of shares we may sell to LPC in a Regular Purchase may be increased to:

 

●

up to 1,000 shares, provided that the closing sale price of our common shares on the applicable purchase date is not below $120.00;

 

●

up to 1,250 shares, provided that the closing sale price of our common shares on the applicable purchase date is not below $160.00; and

 

●

up to 1,500 shares, provided that the closing sale price of our common shares on the applicable purchase date is not below $200.00 (each, of such share and dollar amounts subject to adjustment for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction as provided in the Purchase Agreement).

 

 

In the event that the purchase price per common share and number of common shares must be adjusted, and if after giving effect to the full proportionate adjustment, for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction as provided in the Purchase Agreement, the combination of the as-adjusted purchase price per common share and the as-adjusted number of common shares does not result in LPC’s purchase commitment equal to or greater than $150,000, then the maximum number of shares that we may issue under a Regular Purchase shall be adjusted such that LPC’s purchase commitment shall be equal to, or as closely approximating without exceeding $150,000 (such dollar amount not be subject to proportionate adjustments for share splits, reverse share splits, recapitalizations and other similar transactions as set forth in the Purchase Agreement).

 

In any case, however, LPC’s maximum purchase commitment in any single Regular Purchase may not exceed $1,500,000 (which dollar amount shall not be subject to adjustment for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction).

 

The purchase price per common share sold in each such Regular Purchase, if any, will be equal to the greater of:

 

(1)

the lower of: (i) the lowest sale price for our common shares on the applicable purchase date for such Regular Purchase; and (ii) the arithmetic average of the three lowest closing sale prices for our common shares during the 10 consecutive business days ending on the business day immediately preceding the applicable purchase date for such Regular Purchase; and

 

(2)

the par value per common share (which as of the date of this prospectus is USD 0.002 per share) on the applicable purchase date for such Regular Purchase.

 

Accelerated Purchases

 

In addition to Regular Purchases described above, we may also direct LPC, on any purchase date for a Regular Purchase on which we have properly submitted a Regular Purchase notice directing LPC to purchase the maximum number of Purchase Shares that we are then permitted to include in a single Regular Purchase notice (and provided all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases effected prior to such Purchase Date, have been properly delivered to LPC in accordance with the Purchase Agreement), to purchase an additional amount of our common shares, which we refer to as an Accelerated Purchase, on the next business day following such purchase date for such corresponding Regular Purchase, which we refer to as the Accelerated Purchase Date, not to exceed the lesser of:

 

●

30% of the aggregate number of our common shares traded during all or, if certain trading volume or market price thresholds specified in the Purchase Agreement are crossed on the applicable Accelerated Purchase Date, the portion of the normal trading hours on the applicable Accelerated Purchase Date prior to such time that any one of such thresholds is crossed, which period of time on the applicable Accelerated Purchase Date we refer to as the Accelerated Purchase Measurement Period; and

 

●

300% of the number of Purchase Shares purchased pursuant to the corresponding Regular Purchase.

 

The purchase price per share for the common shares subject to an Accelerated Purchase will be equal to the greater of:

 

(1)

96.0% of the lower of: (i) the volume weighted average price of our common shares during the applicable Accelerated Purchase Measurement Period on the applicable Accelerated Purchase Date; and (ii) the closing sale price of our common shares on the applicable Accelerated Purchase Date; and

 

(2)

the par value per common share (which as of the date of this prospectus is USD 0.002 per share) on the applicable Accelerated Purchase Date.

 

 

Additional Accelerated Purchases

 

We may also direct LPC, not later than 1:00 p.m., Eastern time, on the same Accelerated Purchase Date on which an Accelerated Purchase Measurement Period for an Accelerated Purchase has ended prior to such time (and provided all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including those prior Accelerated Purchases and Additional Accelerated Purchases effected on the same Accelerated Purchase Date as the applicable Additional Accelerated Purchase, have been properly delivered to LPC in accordance with the Purchase Agreement prior to such time), to purchase an additional amount of our common shares on such same Accelerated Purchase Date, which we refer to as an Additional Accelerated Purchase, of up to the lesser of:

 

●

30% of the aggregate number of our common shares traded during the portion of the normal trading hours on the applicable Accelerated Purchase Date determined in accordance with the Purchase Agreement, which period of time on the applicable Accelerated Purchase Date we refer to as the Additional Accelerated Purchase Measurement Period; and

 

●

300% of the number of Purchase Shares purchased pursuant to the Regular Purchase corresponding to the Accelerated Purchase effected on such same Accelerated Purchase Date.

 

The purchase price per share for the common shares subject to an Additional Accelerated Purchase will be equal to the greater of:

 

(1)

96.0% of the lower of: (i) the volume weighted average price of our common shares during the applicable Additional Accelerated Purchase Measurement Period for such Additional Accelerated Purchase; and (ii) the closing sale price of our common shares on the applicable same Accelerated Purchase Date; and

 

(2)

the par value per common share (which as of the date of this prospectus is USD 0.002 per share) on the applicable Accelerated Purchase Date.

 

We may, in our sole discretion, submit multiple Additional Accelerated Purchase notices to LPC prior to 1:00 p.m., Eastern time, on a single Accelerated Purchase Date, again provided all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including those prior Accelerated Purchases and Additional Accelerated Purchases effected on the same Accelerated Purchase Date as the applicable Additional Accelerated Purchase, have been properly delivered to LPC in accordance with the Purchase Agreement prior to such time.

 

In the case of Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, the purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction occurring during the business days used to compute the purchase price.

 

Other than as described above, there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common shares to LPC.

 

Events of Default

 

Events of default under the Purchase Agreement include the following:

 

●

the effectiveness of the registration statement of which this prospectus is a part, or any future registration statement relating to the resale of shares issuable pursuant to the Purchase Agreement, lapses for any reason (including, without limitation, the issuance of a stop order), or any required prospectus supplement and accompanying prospectus are unavailable for the resale by LPC of our common shares offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period;

 

●

suspension by our principal market of our common shares from trading for a period of one full business day;

 

●

the de-listing of our common shares from The Nasdaq Capital Market (or any nationally recognized successor thereto); provided our common shares are not immediately thereafter trading on The Nasdaq Global Market, The Nasdaq Global Select Market, the NYSE American, the NYSE Arca or the OTCQX or OTCQB operated by the OTC Markets Group, Inc. (or any nationally recognized successor thereto);

 

●

our transfer agent’s failure for two business days to issue to LPC the common shares which LPC is entitled to receive under the Purchase Agreement;

 

●

our breach of any representation, warranty, covenant or other term or condition contained in the Purchase Agreement or any related agreement which would reasonably be expected to have a material adverse effect on us, subject to a cure period of five business days;

 

 

●

any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us; or

 

●

if at any time we are not eligible to transfer our common shares electronically.

 

LPC does not have the right to terminate the Purchase Agreement upon any of the events of default set forth above. During an event of default, all of which are outside of LPC’s control, we cannot initiate any Regular Purchases, Accelerated Purchases or Additional Accelerated Purchases under the Purchase Agreement.

 

Termination Rights

 

We have the right to terminate the Purchase Agreement, without any cost to us, at any time for any reason upon one business day’s prior written notice to LPC. In the event of bankruptcy proceedings by or against us which are not discharged within 90 days, the Purchase Agreement will automatically terminate without action of any party.

 

No Short-Selling or Hedging by LPC

 

LPC has represented to us that at no time prior to the Purchase Agreement has LPC or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common shares or any hedging transaction, which establishes a net short position with respect to our common shares. LPC agreed that during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

 

Prohibition of Certain Continuous Offerings

 

We agreed with LPC that we will not, for a period commencing on the date of the Purchase Agreement and ending on January 1, 2025, irrespective of any earlier termination of the Purchase Agreement, subject to certain limited exceptions set forth in the Purchase Agreement, enter into any agreement relating to or otherwise effect any issuance of our securities in certain types of continuous offerings in which we may issue securities at a future determined price.

 

Effect of Performance of the Purchase Agreement on Our Shareholders

 

Because the purchase price per share to be paid by LPC for the common shares that we may, in our sole discretion, elect to issue and sell to LPC under the Purchase Agreement from and after the date of this prospectus will fluctuate based on the market prices of our common shares at the times that we elect to sell such common shares, if any, to LPC under the Purchase Agreement, as of the date of this prospectus, it is not possible for us to calculate the actual purchase prices to be paid by LPC for any of the common shares that we may elect to issue and sell to LPC as Purchase Shares under the Purchase Agreement, and therefore we cannot predict the actual total aggregate number of additional common shares we may ultimately issue and sell to LPC, if any, under the Purchase Agreement, or the aggregate amount of additional proceeds we will actually receive from those sales, if any, under the Purchase Agreement.

 

Depending on the market prices of our common shares at the time we elect to issue and sell the 1,569,721 Purchase Shares that are included in this prospectus to LPC pursuant to the Purchase Agreement, if any, we may need to issue and sell more than the 1,569,721 common shares being offered under this prospectus to LPC pursuant to the Purchase Agreement in order for us to receive aggregate gross proceeds equal to $8,161,438, the amount of LPC’s total aggregate purchase commitment that remains under the Purchase Agreement as of the date of this prospectus. If it becomes necessary for us to issue and sell to LPC under the Purchase Agreement more than the 1,569,721 common shares being offered under this prospectus, which we have the right, but not the obligation, to do, in order for us to receive the remaining aggregate gross proceeds equal to $8,161,438 from LPC under the Purchase Agreement, we must first file with the SEC one or more additional registration statements to register under the Securities Act the offer and resale by LPC of any such additional common shares that we may wish to sell to LPC from time to time under the Purchase Agreement, which the SEC must then declare effective.

 

 

The number of common shares ultimately resold by LPC through this prospectus is dependent upon the total number of common shares, if any, we elect to sell to LPC under the Purchase Agreement from and after the date of this prospectus and during the term of the Purchase Agreement. The issuance by us of our common shares to LPC pursuant to the Purchase Agreement will not affect the rights or privileges of our existing shareholders, except that the economic and voting interests of each of our existing shareholders will be diluted. Although the number of common shares that our existing shareholders own will not decrease, the common shares owned by our existing shareholders will represent a smaller percentage of our total outstanding common shares after any such issuance.

 

The following table sets forth the amount of gross proceeds we would receive from LPC from the issuance of a number of shares to LPC equal to the number of shares registered hereunder pursuant to the Purchase Agreement at varying purchase prices:

 

Assumed Average Purchase Price Per Common Share				Number of Registered Common Shares to be Issued if Full Purchase(1)				Percentage of Outstanding Common Shares After Giving Effect to the Issuance to LPC(2)				Proceeds from the Issuance of Shares to LPC Under the Purchase Agreement
$	1.13	(3)			1,569,721				37.0	%		$	1,773,785
$	5.20				1,569,721				37.0	%		$	8,161,438	(4)

 

(1)

Although the Purchase Agreement provides that we may issue up to $10,000,000 of our common shares to LPC (of which an aggregate of $1,838,562 of common shares have already been issued and sold to LPC as of the date of this prospectus), we are only registering 1,569,721 Purchase Shares under this prospectus, which may or may not cover all of the common shares we ultimately issue to LPC under the Purchase Agreement, depending on the purchase price per common share. As a result, we have included in this column only the common shares that we are registering in this offering and that we may issue and sell to LPC under the Purchase Agreement from the date of this prospectus.

 

(2)

The denominator is based on 2,670,524 common shares outstanding as of July 3, 2024, plus the number of shares set forth in the adjacent column which we would have sold to LPC at the applicable assumed average purchase price per share. The number of shares in such column does not include shares that may be issued to LPC under the Purchase Agreement which are not registered in this offering. The table does not give effect to the prohibition contained in the Purchase Agreement that prevents us from issuing to LPC shares such that, after giving effect to such issuance, LPC would beneficially own more than 4.99% of our common shares.

 

(3)	The closing sale price of our common shares on July 3, 2024.

 

(4)	The maximum amount of gross proceeds that remains under the Purchase Agreement is $8,161,438.

 

 

CAPITALIZATION

 

The table below sets forth our cash and cash equivalents and our total capitalization (defined as total debt and shareholders’ equity) as of December 31, 2023:

 

●

on an actual basis;

 

●

on an as adjusted basis to give effect to the issuance of 2,000,000 additional common shares we are registering on behalf of the selling shareholder based upon an assumed offering price of $1.13 per common share, the closing price of our common shares as listed on Nasdaq on July 3, 2024 and after deducting approximately $48,985 in estimated offering expenses payable by us.

 

Investors should read this table in conjunction with our audited consolidated financial statements and related notes as of and for the year ended December 31, 2023 and management’s discussion and analysis thereon, each as incorporated by reference into this prospectus, as well as “Use of Proceeds” in this prospectus.

 

U.S. dollar amounts have been translated into Swiss Francs at a rate of CHF 0.8405 to USD 1.00, the official exchange rate quoted as of December 29, 2023 by the U.S. Federal Reserve Bank. Such Swiss Franc amounts are not necessarily indicative of the amounts of Swiss Francs that could actually have been purchased upon exchange of U.S. dollars on December 30, 2023 and have been provided solely for the convenience of the reader. On June 28, 2024, the exchange rate as reported by the U.S. Federal Reserve Bank was CHF 0.8992 to USD 1.00.

 

		December 31, 2023
		Actual				As Adjusted
		(in CHF thousand)
Cash and cash equivalents(1)			617				2,476
Lease liabilities			100				100
Shareholders’ equity:
Share capital(1)
Common shares, par value USD 0.002 per share; 1,477,785 common shares issued and outstanding on an actual basis, 3,477,785 common shares issued and outstanding on an as adjusted basis			3				7
Share premium			20,103				21,958
Other reserves			4,399				4,399
Accumulated deficit			(18,046	)			(18,046	)
Total shareholders’ (deficit)/equity attributable to owners of the company			6,459				8,318
Total capitalization			6,559				8,418

 

(1)	Since December 31, 2023, we have issued 1,192,739 of our common shares for an aggregate amount of $2,643,956 million in gross cash proceeds. These subsequent issuances and the proceeds therefrom are not reflected in the table as they occurred after December 31, 2023.

 

 

The above discussion and table are based on 1,477,785 common shares outstanding as of December 31, 2023 and excludes:

 

●

145,324 of our common shares issuable upon the exercise of options outstanding as of December 31, 2023 at a weighted average exercise price of $22.17 per common share; and

 

●

759,167 common shares issuable upon the exercise of warrants outstanding as of December 31, 2023 at a weighted average exercise price of $15.59 per common share.

 

DILUTION

 

If you invest in our common shares, your interest will be diluted to the extent of the difference between the offering price per common share and the as adjusted net tangible book value per common share after this offering.

 

As of December 31, 2023, we had a net tangible book value of $0.1 million, corresponding to a net tangible book value of $0.05 per common share. Net tangible book value per share represents the amount of our total assets less our total liabilities, excluding intangible assets, goodwill as included in investment in an associate and right of use assets, divided by 1,477,785, the total number of our common shares outstanding as of December 31, 2023.

 

After giving effect to the issuance by us of 2,000,000 common shares to LPC at the assumed offering price of $1.13 per common share, the closing price of our common shares as listed on Nasdaq on July 3, 2024, after deducting estimated offering expenses payable by us, our as adjusted net tangible book value estimated as of December 31, 2023 would have been $2.3 million, representing $0.66 per common share. This represents an immediate increase in net tangible book value of $0.61 per common share to existing shareholders and an immediate dilution in net tangible book value of $0.47 per common share to LPC. Dilution for this purpose represents the difference between the price per common share paid by LPC and net tangible book value per common share immediately after the completion of the offering.

 

The following table illustrates this dilution to LPC.

 

Assumed offering price per common share		$	1.13
Net tangible book value (deficit) per common share as of December 31, 2023		$	0.05
Increase in net tangible book value per common share attributable to LPC		$	0.61
As adjusted net tangible book value per common share after the offering		$	0.66
Dilution per common share to LPC		$	0.47
Percentage of dilution in net tangible book value per common share for LPC			42	%

 

The above discussion and table are based on 1,477,785 common shares outstanding as of December 31, 2023 and excludes:

 

●

145,324 of our common shares issuable upon the exercise of options outstanding as of December 31, 2023 at a weighted average exercise price of $22.17 per common share; and

 

●

759,167 common shares issuable upon the exercise of warrants outstanding as of December 31, 2023 at a weighted average exercise price of $15.59 per common share.

 

To the extent that outstanding options or warrants are exercised, you may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities may result in further dilution to our shareholders.

 

Swiss Franc amounts have been translated into U.S. dollars at a rate of CHF 0.8405 to USD 1.00, the official exchange rate quoted as of December 29, 2023 by the U.S. Federal Reserve Bank. Such U.S. dollar amounts are not necessarily indicative of the amounts of U.S. dollars that could actually have been purchased upon exchange of Swiss Francs on December 29, 2023 and have been provided solely for the convenience of the reader.

 

EXPENSES OF THE OFFERING

 

We estimate that our expenses in connection with this offering will be as follows:

 

EXPENSES		AMOUNT
U.S. Securities and Exchange Commission registration fee		$	583
Legal fees and expenses		$	23,000
Accounting fees and expenses		$	25,402
Total		$	48,985

 

All amounts in the table are estimates except the U.S. Securities and Exchange Commission registration fee. The Company will pay all of the expenses of this offering.

 

 

PLAN OF DISTRIBUTION

 

The common shares offered by this prospectus are being offered by the selling shareholder, Lincoln Park Capital Fund, LLC. The common shares may be sold or distributed from time to time by the selling shareholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of our common shares offered by this prospectus could be effected in one or more of the following methods:

 

●

ordinary brokers’ transactions;

 

●

transactions involving cross or block trades;

 

●

through brokers, dealers, or underwriters who may act solely as agents;

 

●

“at the market” into an existing market for our common shares;

 

●

in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

 

●

in privately negotiated transactions; or

 

●

any combination of the foregoing.

 

In order to comply with the securities laws of certain states, if applicable, the common shares offered by this prospectus may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the common shares offered by this prospectus may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

 

LPC is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

 

LPC has informed us that it intends to use an unaffiliated broker-dealer to effectuate all sales, if any, of our common shares that it has acquired and may in the future acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price of our common shares. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. LPC has informed us that each such broker-dealer will receive commissions from LPC that will not exceed customary brokerage commissions.

 

Brokers, dealers, underwriters or agents participating in the distribution of our common shares offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of common shares sold by LPC through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of our common shares sold by LPC may be less than or in excess of customary commissions. Neither we nor LPC can presently estimate the amount of compensation that any agent will receive from any purchasers of common shares sold by LPC under this prospectus.

 

We know of no existing arrangements between LPC or any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the common shares offered by this prospectus.

 

 

We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement that includes this prospectus to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of common shares offered by this prospectus by the selling shareholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such common shares by the selling shareholder, any compensation paid by LPC to any such brokers, dealers, underwriters or agents, and any other required information.

 

We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the common shares included in this prospectus by LPC. We estimate that the total expenses for the offering will be approximately $48,985.

 

We have agreed to indemnify LPC and certain other persons against certain liabilities in connection with the offering of common shares under this prospectus, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. LPC has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by LPC specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.

 

LPC has represented to us that at no time prior to the Purchase Agreement has LPC or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common shares or any hedging transaction, which establishes a net short position with respect to our common shares. LPC agreed that during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

 

We have advised LPC that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling shareholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the common shares offered by this prospectus.

 

This offering will terminate on the date that all common shares offered by this prospectus have been sold by LPC.

 

Our common shares are traded on The Nasdaq Capital Market under the symbol “CYTO”.

 

 

LEGAL MATTERS

 

The validity of the common shares and certain other matters of Bermuda law will be passed upon for us by Conyers Dill & Pearman Limited, Bermuda. Certain matters of U.S. federal and New York State law will be passed upon for us by Nelson Mullins Riley & Scarborough LLP, Raleigh, North Carolina.

 

EXPERTS

 

The financial statements of Altamira Therapeutics Ltd. as of December 31, 2023 and for the year ended December 31, 2023, incorporated by reference in this prospectus, have been audited by BDO AG, an independent registered public accounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

 

The financial statements of Altamira Medica AG. as of December 31, 2023 and for the year ended December 31, 2023, incorporated by reference in this prospectus, have been audited by BDO AG, an independent auditor, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

 

The financial statements of Altamira Therapeutics Ltd. as of December 31, 2022 and for the years ended December 31, 2022 and 2021 (before the effects of the retrospective adjustments to the financial statements) (not separately presented herein) have been audited by Deloitte AG, an independent registered public accounting firm, as stated in their report incorporated by reference in this prospectus. The retrospective adjustments to the 2022 and 2021 financial statements have been audited by BDO AG. Such financial statements are incorporated by reference in reliance upon the respective reports of Deloitte AG and BDO AG given their authority as experts in accounting and auditing.

 

ENFORCEMENT OF JUDGMENTS

 

Altamira Therapeutics Ltd. is a Bermuda exempted company. As a result, the rights of holders of our common shares will be governed by Bermuda law and our memorandum of continuation and bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions. Many of our directors and some of the named experts referred to in this prospectus are not residents of the United States, and a substantial portion of our assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on those persons in the United States or to enforce in the United States judgments obtained in U.S. courts against us or those persons based on the civil liability provisions of the U.S. securities laws. It is doubtful whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or officers under the securities laws of those jurisdictions or entertain actions in Bermuda against us or our directors or officers under the securities laws of other jurisdictions.

 

 

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed with the U.S. Securities and Exchange Commission a registration statement (including amendments and exhibits to the registration statement) on Form F-1 under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.

 

We are subject to the informational requirements of the Exchange Act. Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an Internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

 

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our directors, executive officers and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

The SEC allows us to incorporate by reference information into this document. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this document, except for any information superseded by information that is included directly in this prospectus or incorporated by reference subsequent to the date of this prospectus.

 

We incorporate by reference the following documents or information that we have filed with the SEC:

 

	●	our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on April 10, 2024, as amended on April 22, 2024 and July 1, 2024; and
	●	our Reports of Foreign Private Issuer on Form 6-K furnished with the SEC on January 19, 2024 and May 16, 2024.

 

Documents incorporated by reference in this prospectus are available from us without charge upon written or oral request, excluding any exhibits to those documents that are not specifically incorporated by reference into those documents. You can obtain documents incorporated by reference in this document by requesting them from us in writing or at Altamira Therapeutics Ltd., Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda or via telephone at (441) 295-5950.

 

 

PART II

 

Information Not Required in the Prospectus

 

Item 6. Indemnification of Directors and Officers

 

Section 98 of the Companies Act provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Companies Act.

 

We have adopted provisions in our bye-laws that provide that we shall indemnify our officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty. Our bye-laws provide that the shareholders waive all claims or rights of action that they might have, individually or in right of the company, against any of the company’s directors or officers for any act or failure to act in the performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty of such director or officer. Section 98A of the Companies Act permits us to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director.

 

We have entered into indemnification agreements with each of the members of our board of directors and executive officers in the form filed as Exhibit 4.23 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2023.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company, the Company has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 7. Recent Sales of Unregistered Securities

 

On May 1, 2023, we entered into a convertible loan agreement with FiveT Investment Management Ltd. (“FiveT IM”), pursuant to which FiveT IM has agreed to loan to the Company CHF 2,500,000, which bears interest at the rate of 10% per annum and matures 22 months from May 4, 2023 (the “2023 FiveT Loan”). FiveT IM will have the right to convert all or part of the convertible loan, including accrued and unpaid interest, at its option, into common shares, subject to the limitation that FiveT IM own no more than 4.99% of the common shares at any time. The conversion price was fixed at CHF 28.40 per common share (subject to adjustment for share splits or other similar events).

 

Commencing 60 days after May 4, 2023 we must repay at least 1/20th of the outstanding loan plus accrued interest pro rata in monthly tranches which, at our discretion, may be paid at any time during the month either in: (i) cash plus 3% or (ii) common shares, or a combination of both. Such shares will be priced at the lower of (i) the mean daily trading volume weighted average price (“VWAP”) for the common shares on the 20 trading days preceding the repayment date or (ii) 90% of the daily trading volume weighted average price for common shares on the repayment date. We made the last amortization of the 2023 FiveT Loan on December 8, 2023. In total, we made aggregate cash payments of CHF 387,045 and issued an aggregate 443,294 common shares at an average price of CHF 5.07 to FiveT IM under the 2023 FiveT Loan.

 

Further, FiveT IM received warrants to purchase an aggregate of 81,274 common shares at an exercise price of CHF 30.76 per common share, which may be exercised up to five years. On December 7, 2023, we entered into a letter agreement (the “Warrant Inducement Agreement”) under which FiveT IM was granted the option to exercise the warrants by or before December 14, 2023 at a reduced exercise price which was defined as 90% of the daily trading volume weighted average price for our common shares on the NASDAQ stock exchange on the trading day following the date of each such exercise and receive additional warrants upon any such exercise. FiveT IM exercised all existing warrants at the reduced exercise price of CHF 6.656 per common share, yielding proceeds of CHF 540,960 to the Company. On December 15, 2023, we issued to FiveT IM new warrants to purchase 81,274 common shares at CHF 6.656 each for six months from their date of issuance and to purchase 81,274 common shares at CHF 6.656 each for two years from their date of issuance. On January 8, 2024 we filed a registration statement to register for resale the 162,548 common shares issuable upon exercise of the new warrants.

 

On June 1, 2021, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) through which we acquired 100% of the share capital of privately held Trasir Therapeutics Inc. (“Trasir”). The purchase price for Trasir comprised: (i) 1,911 non-registered common shares of the Company, calculated based on a value of $2,500,000 divided by the average closing price of the common shares on the 15 trading days preceding the closing date (the “Reference Price”, which amounted to $1,308 per Common Share); (ii) contingent on the occurrence of positive results from a subsequent post-closing scientific study led by Trasir (“Positive Results”), $1,500,000 of common shares of the Company to be calculated based on the average closing price of the common shares on the 15 trading days preceding the occurrence of Positive Results; and (iii) $210,000 for expenses incurred by certain selling Trasir shareholders paid in $180,000 in cash and 23 non-registered common shares based on the Reference Price. We have issued an aggregate of 1,934 common shares to Trasir shareholders under the Merger Agreement pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.

 

 

On December 28, 2022, we entered into two separate loan agreements with two private investors (“Private Lenders”), as amended, pursuant to which Private Lenders have agreed to loan to the Company an aggregate of CHF 350,000, which loans bear interest at the rate of 5% per annum and were to mature as of May 30, 2023. The Company agreed to grant to the Private Lenders warrants to purchase an aggregate 2,359 common shares. The warrants are exercisable at an exercise price of CHF 89.02 per share for up to five years from the date of issuance. On May 12, 2023, the Company and the Private Lenders entered into an amendment to the loan agreement, which extended the maturity date of the loan from May 31, 2023 to July 31, 2023 and lowered the strike price for the Warrants attached to the loan to CHF 17.62 per common share, which is the Swiss Franc equivalent of the trading volume weighted average price for common shares on the NASDAQ stock exchange on the trading day preceding the date of the amendment. The loans were paid back on July 14, 2023. The issuance was exempt from registration pursuant to Section 4(a)(2) under the Securities Act.

 

On September 9, 2022 the Company entered into a loan agreement with FiveT IM, Dominik Lysek and Thomas Meyer (the “Lenders”), as amended, pursuant to which the Lenders have agreed to loan to the Company an aggregate of CHF 600,000.00, which loan bears interest at the rate of 5% per annum and was to mature as of March 31, 2023. The Company agreed to grant to the Lenders warrants (the “Warrants”) to purchase an aggregate 2,085 common shares. The Warrants are exercisable at an exercise price of CHF 144.00 per share for up to five years from October 1, 2022. On May 12, 2023, the Company and the Lenders entered into an amendment to the loan agreement, which extended the maturity date of the loan from May 31, 2023 to July 31, 2023, introduced a right for Lenders to convert the loan into common shares of the Company at CHF 22.40 per common share, which is the Swiss Franc equivalent of 120% of the mean daily trading volume weighted average price for common shares on the NASDAQ stock exchange on the 20 trading days preceding the date of the amendment, and a right for the Company to repay the loan in common shares of the Company priced at the lower of (i) the mean daily trading volume weighted average price for the common shares on the 20 trading days preceding the repayment date or (ii) 90% of the daily trading volume weighted average price for common shares on the repayment date, and lowered the strike price for the Warrants attached to the loan to CHF 17.62 per common share, which is the Swiss Franc equivalent of the trading volume weighted average price for common shares on the NASDAQ stock exchange on trading day preceding the date of the amendment. The loan was repaid on July 14, 2023. The issuance was exempt from registration pursuant to Section 4(a)(2) under the Securities Act.

 

On February 4, 2022, the Company entered into a convertible loan agreement with FiveT IM. The convertible loan of CHF 5.0 million, as amended (the “2022 FiveT Loan”), was to mature on May 31, 2023. FiveT IM had the right to convert all or part of the 2022 FiveT Loan, including accrued and unpaid interest, at its option, into common shares, subject to the limitation that FiveT IM own no more than 4.9% of the common shares at any time. On April 13, 2023, the Company and FiveT IM entered into an amendment to the 2022 FiveT Loan (the “2022 FiveT Loan Amendment”), which amended the conversion price of the 2022 FiveT Loan to a fixed price equal to the lower of (a) the mean daily VWAP of the Company’s common shares on the Nasdaq Stock Market on the 20 trading days preceding the effective date of the 2022 FiveT Loan Amendment or (b) 90% of the VWAP on the effective date of the 2022 FiveT Loan Amendment. From April 13, 2023 to April 17, 2023, FiveT IM converted the entire 2022 FiveT Loan into an aggregate 217,051 common shares at a conversion price of $28.95 per share. As a result, the 2022 FiveT Loan is no longer outstanding and has been terminated. The issuance was exempt from registration pursuant to Section 4(a)(2) under the Securities Act.

 

On June 1, 2021, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) through which we acquired 100% of the share capital of privately held Trasir Therapeutics Inc. (“Trasir”). The purchase price for Trasir comprised: (i) 1,911 non-registered common shares of the Company, calculated based on a value of $2,500,000 divided by the average closing price of the common shares on the 15 trading days preceding the closing date (the “Reference Price”, which amounted to $1,308 per Common Share); (ii) contingent on the occurrence of positive results from a subsequent post-closing scientific study led by Trasir (“Positive Results”), $1,500,000 of common shares of the Company to be calculated based on the average closing price of the common shares on the 15 trading days preceding the occurrence of Positive Results; and (iii) $210,000 for expenses incurred by certain selling Trasir shareholders paid in $180,000 in cash and 23 non-registered common shares based on the Reference Price. We have issued an aggregate of 1,934 common shares to Trasir shareholders under the Merger Agreement pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.

 

Item 8. Exhibits

 

(a)	The following documents are filed as part of this registration statement:

 

See the Exhibit Index attached to this registration statement, which is incorporated by reference herein.

 

(b)	Financial Statement Schedules

 

None.

 

 

Item 9. Undertakings

 

The undersigned hereby undertakes:

 

(a)	The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

 

(b)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

(c)	The undersigned registrant hereby undertakes that:

 

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

EXHIBIT INDEX

 

The following documents are filed as part of this registration statement:

 

3.1		Memorandum of Continuance and Corporate Actions of the registrant (incorporated herein by reference to exhibit 3.1 of the Altamira Therapeutics Ltd. registration statement on Form F-1 (Registration No. 333-269823) filed with the Commission on March 7, 2023)
3.2		Bye-laws of the Registrant (incorporated herein by reference to exhibit 3.2 of the Altamira Therapeutics Ltd. registration statement on Form F-1 (Registration No. 333-269823) filed with the Commission on February 16, 2023)
4.1		Form of Registration Rights Agreement between Auris Medical Holding AG and the shareholders listed therein (incorporated by reference to exhibit 4.1 of the Auris Medical Holding Ltd. registration statement on Form F-1 (Registration no. 333-197105) filed with the Commission on July 21, 2014)
4.2		Warrant Agreement, dated as of March 13, 2018, between Auris Medical Holding AG and Hercules Capital, Inc. (incorporated by reference to exhibit 2.2 of the Auris Medical Holding Ltd. Annual Report on Form 20-F filed with the Commission on March 22, 2018)
4.3		Registration Rights Agreement, dated as of October 10, 2017 between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.3 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on October 11, 2017)
4.4		Purchase Agreement, dated as of May 2, 2018 between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.1 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on May 2, 2018)
4.5		Registration Rights Agreement, dated as of May 2, 2018 between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.2 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on May 2, 2018)
4.6		Form of Pre-Funded Warrant (incorporated by reference to exhibit 4.6 of the Auris Medical Holding Ltd. registration statement on Form F-1 (Registration no. 333-225676) filed with the Commission on July 12, 2018)
4.7		Form of Series A Warrant (incorporated by reference to exhibit 4.7 of the Auris Medical Holding Ltd. registration statement on Form F-1 (Registration no. 333-225676) filed with the Commission on July 12, 2018)
4.8		Form of Series B Warrant (incorporated by reference to exhibit 4.8 of the Auris Medical Holding Ltd. registration statement on Form F-1 (Registration no. 333-225676) filed with the Commission on July 12, 2018)
4.9		Form of Common Warrant (incorporated by reference to exhibit 4.1 of the Auris Medical Holding Ltd. report on Form 6-K filed with the commission on May 16, 2019)
4.10		Form of Pre-Funded Warrant (incorporated by reference to exhibit 4.2 of the Auris Medical Holding Ltd. report on Form 6-K filed with the commission on May 16, 2019)
4.11		Form of Common Warrant Agent Agreement (incorporated by reference to exhibit 4.3 of the Auris Medical Holding Ltd. report on Form 6-K filed with the commission on May 16, 2019)
4.12		Form of Pre-Funded Warrant Agent Agreement (incorporated by reference to exhibit 4.4 of the Auris Medical Holding Ltd. report on Form 6-K filed with the commission on May 16, 2019)
4.13		Purchase Agreement, dated as of April 23, 2020 between Auris Medical Holding Ltd. and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.1 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on April 23, 2020)
4.14		Registration Rights Agreement, dated as of April 23, 2020 between Auris Medical Holding Ltd. and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.2 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on April 23, 2020)
4.15		Form of Warrant, dated as of September 9, 2022 (incorporated by reference to exhibit 4.1 of the Altamira Therapeutics Ltd. report on Form 6-K filed with the Commission on September 12, 2022)
4.16		Purchase Agreement, dated as of December 5, 2022 between Altamira Therapeutics Ltd. and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.1 of the Altamira Therapeutics Ltd. report on Form 6-K filed with the Commission on December 5, 2022)
4.17		Registration Rights Agreement, dated as of December 5, 2022 between Altamira Therapeutics Ltd. and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.2 of the Altamira Therapeutics Ltd. report on Form 6-K filed with the Commission on December 5, 2022)
4.18		Form of Common Warrant (incorporated by reference to exhibit 4.19 of the Altamira Therapeutics Ltd. registration statement on Form F-1/A filed with the Commission on July 5, 2023)
4.19		Form of Pre-funded Warrant (incorporated by reference to exhibit 4.20 of the Altamira Therapeutics Ltd. report on Form F-1/A filed with the Commission on July 5, 2023)
4.20		Form of Placement Agent Warrant (incorporated by reference to exhibit 4.21 of the Altamira Therapeutics Ltd. report on Form F-1/A filed with the Commission on July 5, 2023)
5.1*		Opinion of Conyers Dill & Pearman Limited, Bermuda counsel to the Company, as to the validity of the common shares of Altamira Therapeutics Ltd.

 

 

10.1#		Collaboration and License Agreement, dated October 21, 2003, between Auris Medical AG and Xigen SA (incorporated by reference to exhibit 10.1 of the Auris Medical Holding Ltd. registration statement on Form F-1 (Registration no. 333-197105) filed with the Commission on June 27, 2014)
10.2#		Co-Ownership and Exploitation Agreement, dated September 29, 2003, between Auris Medical AG and INSERM (incorporated by reference to exhibit 10.2 of the Auris Medical Holding Ltd. registration statement on Form F-1 (Registration no. 333-197105) filed with the Commission on June 27, 2014)
10.3		Form of Indemnification Agreement (incorporated by reference to exhibit 99.4 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on May 11, 2016)
10.4		Stock Option Plan A (incorporated by reference to exhibit 10.11 of the Auris Medical Holding Ltd. registration statement on Form F-1 (Registration no. 333-197105) filed with the Commission on June 27, 2014)
10.5		Stock Option Plan C (incorporated by reference to exhibit 10.12 of the Auris Medical Holding Ltd. registration statement on Form F-1 (Registration no. 333-197105) filed with the Commission on June 27, 2014)
10.6		Equity Incentive Plan, as amended (incorporated by reference to exhibit 99.1 to the Auris Medical Holding Ltd. registration statement on Form S-8 (Registration no. 333-217306) filed with the Commission on April 14, 2017)
10.7		English language translation of Lease Agreement between Auris Medical AG and PSP Management AG (incorporated by reference to exhibit 4.8 of the Auris Medical Holding Ltd. Annual Report on Form 20-F filed with the Commission on March 14, 2017)
10.8		Controlled Equity OfferingSM Sales Agreement, dated as of June 1, 2016, between Auris Medical Holding AG and Cantor Fitzgerald & Co. (incorporated by reference to exhibit 1.1 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on June 1, 2016)
10.9		Share Lending Agreement, dated as of June 1, 2016, between Thomas Meyer and Cantor Fitzgerald & Co. (incorporated by reference to exhibit 10.1 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on June 1, 2016)
10.10		Loan and Security Agreement, dated as of July 19, 2016, between Auris Medical Holding AG, the several banks and other financial institutions or entities from time to time parties to the agreement and Hercules Capital, Inc. (incorporated by reference to exhibit 10.1 of the Auris Medical Holding Ltd. rep ort on Form 6-K filed with the Commission on July 19, 2016)
10.11		Consent and Waiver, dated as of March 8, 2018, between Auris Medical Holding AG, the several banks and other financial institutions or entities from time to time parties to the agreement and Hercules Capital, Inc. (incorporated by reference to exhibit 4.12 of the Auris Medical Holding Ltd. Annual Report on Form 20-F filed with the Commission on March 22, 2018)
10.12		Joinder Agreement dated as of March 13, 2018 to the Loan and Security Agreement, dated as of July 19, 2016, between Auris Medical Holding AG, the several banks and other financial institutions or entities from time to time parties to the agreement and Hercules Capital, Inc. (incorporated by reference to exhibit 4.13 of the Auris Medical Holding Ltd. Annual Report on Form 20-F filed with the Commission on March 22, 2018)
10.13		Share Pledge Agreement, dated July 19, 2016, between Auris Medical Holding AG and Hercules Capital, Inc. (incorporated by reference to exhibit 10.3 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on July 19, 2016)
10.14		Claims Security Assignment Agreement, dated July 19, 2016, between Auris Medical Holding AG and Hercules Capital, Inc. (incorporated by reference to exhibit 10.4 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on July 19, 2016)
10.15		Bank Account Claims Security Assignment Agreement, dated July 19, 2016, between Auris Medical Holding AG and Hercules Capital, Inc. (incorporated by reference to exhibit 10.5 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on July 19, 2016)
10.16		Purchase Agreement, dated as of October 10, 2017 between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.1 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on October 11, 2017)

 

 

10.17		Purchase Agreement, dated as of October 10, 2017 between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.2 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on October 11, 2017)
10.18		Placement Agency Agreement, dated as of January 28, 2018, between Auris Medical Holding AG and Ladenburg Thalmann & Co. Inc. (incorporated by reference to exhibit 1.1 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on January 30, 2018)
10.19		Securities Purchase Agreement, dated as of January 26, 2018 by and among Auris Medical Holding AG and the investors named therein (incorporated by reference to exhibit 10.1 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on January 30, 2018)
10.20		Agreement and Plan of Merger, dated as of February 9, 2018, by and among Auris Medical Holding AG and Auris Medical NewCo Holding AG (incorporated by reference to exhibit 99.3 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on February 9, 2018)
10.21		Share Transfer Agreement, dated as of February 9, 2018 by and between Thomas Meyer and Auris Medical Holding AG (incorporated by reference to exhibit 4.22 of the Auris Medical Holding Ltd. Annual Report on Form 20-F filed with the Commission on March 22, 2018)
10.22		Sales Agreement, dated as of November 30, 2018, between Auris Medical Holding AG and A.G.P./Alliance Global Partners (incorporated by reference to exhibit 1.1 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on November 30, 2018)
10.23		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.23 of the Auris Medical Holding Ltd. registration statement on Form F-1 (Registration No. 333-229465) filed with the Commission on March 20, 2019)
10.24		Amendment No. 1 to Sales Agreement, dated as of April 5, 2019, between Auris Medical Holding Ltd. and A.G.P./Alliance Global Partners (incorporated by reference to exhibit 1.1 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on April 5, 2019)
10.25		Convertible Loan Agreement, dated as of September 7, 2020, by and among Auris Medical Holding Ltd., Altamira Medica AG and FiveT Capital Holding AG (incorporated by reference to exhibit 99.1 of the Auris Medical Holding Ltd. report on Form 6-K furnished with the Commission on September 8, 2020)
10.26†		Agreement and Plan of Merger, dated June 1, 2021, by and among Auris Medical Holding Ltd., Auris Medical Inc., Trasir Therapeutics, Inc., and each of the shareholders of Trasir Therapeutics, Inc. (incorporated by reference to exhibit 2.1 of the Auris Medical Holding Ltd. report on Form 6-K furnished with the Commission on June 3, 2021)
10.27†		Exclusive License Agreement, dated December 11, 2020, by and between Washington University and Trasir Therapeutics, Inc. (incorporated by reference to exhibit 10.1 of the Auris Medical Holding Ltd. report on Form 6-K furnished with the Commission on June 3, 2021)
10.28		Convertible Loan Agreement, dated as of February 4, 2022, by and among Altamira Therapeutics Ltd. and FiveT Investment Management Ltd. (incorporated by reference to exhibit 99.1 of the Altamira Therapeutics Ltd. report on Form 6-K furnished with the Commission on February 8, 2022)
10.29		Licensing & Distribution Agreement, dated February 28, 2022, by and between Altamira Medica Ltd. and Nuance Pharma Limited (incorporated by reference to exhibit 10.1 of the Altamira Therapeutics Ltd. report on Form 6-K furnished with the Commission on March 4, 2022)
10.30		Loan Agreement, dated as of September 9, 2022, by and among Altamira Therapeutics Ltd. and the Lenders (incorporated by reference to exhibit 99.1 of the Altamira Therapeutics Ltd. report on Form 6-K filed with the Commission on September 12, 2022)
10.31		Share Purchase Agreement, dated October 19, 2022, by and between Altamira Therapeutics Ltd. and the purchaser party thereto (incorporated by reference to exhibit 99.1 of the Altamira Therapeutics Ltd. report on Form 6-K filed with the Commission on October 24, 2022)

 

 

10.32		Option Agreement, dated October 19, 2022, by and between Altamira Therapeutics Ltd., Zilentin AG and the other party thereto (incorporated by reference to exhibit 99.2 of the Altamira Therapeutics Ltd. report on Form 6-K filed with the Commission on October 24, 2022)
10.33		Amendment No. 1 to Convertible Loan Agreement, between Altamira Therapeutics Ltd. and FiveT Investment Management Ltd. (incorporated by reference to exhibit 99.1 of the Altamira Therapeutics Ltd. report on Form 6-K filed with the Commission on January 27, 2023)
10.34		Amendment No. 2 to Convertible Loan Agreement, between Altamira Therapeutics Ltd. and FiveT Investment Management Ltd. (incorporated by reference to exhibit 99.1 of the Altamira Therapeutics Ltd. report on Form 6-K filed with the Commission on March 9, 2023)
10.35		Form of Amendment No. 3 to Convertible Loan Agreement, between Altamira Therapeutics Ltd. and FiveT Investment Management Ltd. (incorporated by reference to exhibit 10.22 of the Altamira Therapeutics Ltd. registration statement on Form F-1 (Registration No. 333-269823) filed with the Commission on March 23, 2023)
10.36		Form of Amendment No. 4 to Convertible Loan Agreement, between Altamira Therapeutics Ltd. and FiveT Investment Management Ltd. (incorporated by reference to exhibit 10.23 of the Altamira Therapeutics Ltd. registration statement on Form F-1 (Registration No. 333-269823) filed with the Commission on March 27, 2023)
10.37		Amendment No. 5 to Convertible Loan Agreement, between Altamira Therapeutics Ltd. and FiveT Investment Management Ltd. (incorporated by reference to exhibit 99.1 of the Altamira Therapeutics Ltd. report on Form 6-K filed with the Commission on April 3, 2023)
10.38		Amendment No. 6 to Convertible Loan Agreement, between Altamira Therapeutics Ltd. and FiveT Investment Management Ltd. (incorporated by reference to exhibit 4.38 of the Altamira Therapeutics Ltd. Annual Report on Form 20-F filed with the Commission on May 16, 2023)
10.39		Amendment No. 7 to Convertible Loan Agreement, between Altamira Therapeutics Ltd. and FiveT Investment Management Ltd. (incorporated by reference to exhibit 99.1 of the Altamira Therapeutics Ltd. report on Form 6-K filed with the Commission on April 13, 2023)
10.40		Form of Amendment No. 1 to Loan Agreement, dated December 28, 2022 (incorporated by reference to exhibit 4.40 of the Altamira Therapeutics Ltd. Annual Report on Form 20-F filed with the Commission on May 16, 2023)
10.41		Amendment No. 1 to Loan Agreement, between Altamira Therapeutics Ltd. and the Lenders (incorporated by reference to exhibit 10.41 of the Altamira Therapeutics Ltd. report on Form F-1 filed with the Commission on June 16, 2023)
10.42		Amendment No. 2 to Loan Agreement, between Altamira Therapeutics Ltd. and the Lenders (incorporated by reference to exhibit 4.41 of the Altamira Therapeutics Ltd. Annual Report on Form 20-F filed with the Commission on May 16, 2023)
10.43		Convertible Loan Agreement, dated as of May 1, 2023, by and among Altamira Therapeutics Ltd. and FiveT Investment Management Ltd. (incorporated by reference to exhibit 99.1 of the Altamira Therapeutics Ltd. report on Form 6-K filed with the Commission on May 2, 2023)
10.44		Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.1 of the Altamira Therapeutics Ltd. report on Form 6-K filed with the Commission on July 11, 2023)
10.45†		Share Purchase Agreement, dated November 17, 2023, by and between Auris Medical AG and the Purchaser (incorporated by reference to exhibit 2.1 of the Altamira Therapeutics Ltd. report on Form 6-K filed with the Commission on November 21, 2023)
10.46		Form of Warrant Inducement Agreement, dated December 7, 2023 (incorporated by reference to exhibit 10.1 of the Altamira Therapeutics Ltd. report on Form 6-K filed with the Commission on December 8, 2023)
10.47		At the Market Offering Agreement, dated as of January 19, 2024, by and between Altamira Therapeutics Ltd. and H.C. Wainwright & Co., LLC (incorporated by reference to exhibit 1.1 of the Altamira Therapeutics Ltd. report on Form 6-K filed with the Commission on January 19, 2024)
21.1		List of subsidiaries (incorporated by reference to exhibit 8.1 of the Altamira Therapeutics Ltd. Annual Report on Form 20-F filed with the Commission on April 10, 2024)
23.1**		Consent of Deloitte AG
23.2**		Consent of BDO AG
23.3**		Consent of BDO AG
23.3*		Consent of Conyers Dill & Pearman Limited, Bermuda counsel to the Company (included in Exhibit 5.1)
24.1*		Powers of attorney (included on the signature page of the registration statement)
107*		Filing Fee Table

 

#	Confidential treatment requested as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.

 

*	Previously filed with the Registration Statement on Form F-1 (Registration No. 333-278594) on April 10, 2024, as the same exhibit number listed here, and incorporated herein by this reference.

 

**	Filed herewith.

 

†	Certain identified information has been excluded from this Exhibit because it is not material and is the type that the Company treats as private or confidential. The omissions have been indicated by “[***]”.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda, on July 8, 2024.

 

Altamira Therapeutics Ltd.
By:	/s/ Thomas Meyer
Name:	Thomas Meyer
Title:	Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

By:	/s/ Thomas Meyer
Name:	Thomas Meyer
Title:	Chief Executive Officer and Director (principal executive officer)
Date:	July 8, 2024

 

By:	/s/ Marcel Gremaud
Name:	Marcel Gremaud
Title:	Chief Financial Officer (principal financial officer and principal accounting officer)
Date:	July 8, 2024

 

By:	*
Name:	Mats Blom
Title:	Director
Date:	July 8, 2024

 

By:	*
Name:	Alain Munoz
Title:	Director
Date:	July 8, 2024

 

By:	/s/ Dominik Lysek
Name:	Dominik Lysek
Title:	Director
Date:	July 8, 2024

  

*

Signed pursuant to Power of Attorney dated April 10, 2024, included as part of the signature page to the Registration Statement on Form F-1 for Altamira Therapeutics Ltd. filed on April 10, 2024.

 

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement on Form F-1, solely in the capacity of the duly authorized representative of Altamira Therapeutics Ltd. in the United States, on July 8, 2024.

 

Altamira Therapeutics, Inc.
By:	/s/ Thomas Meyer
Name:	Thomas Meyer
Title:	President

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement No. 333-278594 on Form F-1 of our report dated May 16, 2023 relating to the financial statements of Altamira Therapeutics Ltd., appearing in the Annual Report on Form 20-F of Altamira Therapeutics Ltd. for the year ended December 31, 2023. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

Deloitte AG

 

/s/ Roland Mueller		/s/ Adrian Kaeppeli
Auditor in Charge
Zurich, Switzerland
July 8, 2024

 

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

Altamira Therapeutics Ltd

Bermuda

 

We hereby consent to the incorporation by reference in the Registration Statement of our report dated April 10, 2024, relating to the consolidated financial statements of Altamira Therapeutics Ltd appearing in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

 

We also consent to the reference to us under the caption “Experts” in the Prospectus.

 

BDO AG

  

/s/ Christoph Tschumi		/s/ Grégoire Weber
Christoph Tschumi		Grégoire Weber
Zurich
July 8, 2024

 

 

Exhibit 23.3

 

Consent of Independent Auditor

 

Altamira Therapeutics Ltd

Bermuda

 

We hereby consent to the incorporation by reference in the Registration Statements of our report dated June 28, 2024, relating to the consolidated financial statements of Altamira Medica AG appearing in the Annual Report on Form 20-F/A of Altamira Therapeutics Ltd. for the year ended December 31, 2023. Our report contains an explanatory paragraph regarding Altamira Medica AG’s ability to continue as a going concern.

 

We also consent to the reference to us under the caption “Experts” in the Prospectus.

 

BDO AG

 

/s/ Christoph Tschumi		/s/ Grégoire Weber
Christoph Tschumi		Grégoire Weber
Zurich
July 8, 2024

 

 

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