Altamira Therapeutics Ltd. Files Amendment to Annual Report

TL;DR

<b>Altamira Therapeutics Ltd. has filed an amendment to its 2023 annual report on Form 20-F, detailing its outstanding common shares and Nasdaq listing.</b>

AI Summary

Altamira Therapeutics Ltd. (CYTOF) filed a Amended Foreign Annual Report (20-F/A) with the SEC on April 22, 2024. Altamira Therapeutics Ltd. filed an amendment (No. 1) to its Form 20-F for the fiscal year ended December 31, 2023. The company's common shares trade on The Nasdaq Stock Market LLC under the symbol CYTO. As of December 31, 2023, Altamira Therapeutics Ltd. had 1,477,785 common shares outstanding. The filing indicates the company is not a well-known seasoned issuer. Altamira Therapeutics Ltd. is incorporated in Bermuda and its principal executive offices are located in Hamilton, Bermuda.

Why It Matters

For investors and stakeholders tracking Altamira Therapeutics Ltd., this filing contains several important signals. This amendment provides updated information for the fiscal year 2023, which is crucial for investors to assess the company's current status and reporting compliance. The confirmation of 1,477,785 outstanding common shares and the listing on Nasdaq (CYTO) are key data points for market participants tracking the company.

Risk Assessment

Risk Level: low — Altamira Therapeutics Ltd. shows low risk based on this filing. The filing is an amendment to a routine annual report, indicating no immediate significant operational or financial changes are being disclosed that would elevate risk.

Analyst Insight

Monitor future filings for updates on financial performance, clinical trial progress, and strategic developments following this annual report amendment.

Key Numbers

• 1,477,785 — Outstanding Common Shares (As of December 31, 2023)
• 2023-12-31 — Fiscal Year End (Report Period)
• 2024-04-22 — Filing Date (Amendment Submission)

Key Players & Entities

• Altamira Therapeutics Ltd. (company) — Registrant
• CYTO (company) — Trading Symbol
• The Nasdaq Stock Market LLC (company) — Exchange
• 2023 (date) — Fiscal Year End
• 1,477,785 (dollar_amount) — Outstanding Common Shares
• Bermuda (location) — Jurisdiction of Incorporation
• Thomas Meyer (person) — Company Contact Person
• Michael J. Lerner (person) — Counsel

FAQ

Industry Context

Altamira Therapeutics Ltd. operates within the pharmaceutical preparations industry.

Regulatory Implications

The company is subject to SEC reporting requirements under the Securities Exchange Act of 1934.

What Investors Should Do

1. Review the full amended Form 20-F for any substantive changes or additional disclosures.
2. Track the company's stock performance (CYTO) on Nasdaq.
3. Monitor future SEC filings for ongoing operational and financial updates.

Year-Over-Year Comparison

This filing is an amendment to the previous Form 20-F, indicating updates or corrections to the initial submission for the fiscal year 2023.

Filing Documents

• ea0204302-20fa1_altamira.htm (20-F/A) — 2732KB
• ea020430201ex12-1_altamira.htm (EX-12.1) — 9KB
• ea020430201ex12-2_altamira.htm (EX-12.2) — 9KB
• ea020430201ex13-1_altamira.htm (EX-13.1) — 4KB
• ea020430201ex13-2_altamira.htm (EX-13.2) — 4KB
• 0001213900-24-034940.txt (&nbsp;) — 13768KB
• cyto-20231231.xsd (EX-101.SCH) — 197KB
• cyto-20231231_cal.xml (EX-101.CAL) — 62KB
• cyto-20231231_def.xml (EX-101.DEF) — 557KB
• cyto-20231231_lab.xml (EX-101.LAB) — 1109KB
• cyto-20231231_pre.xml (EX-101.PRE) — 582KB
• ea0204302-20fa1_altamira_htm.xml (XML) — 2516KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No EXPLANATORY NOTE Altamira Therapeutics Ltd. (the "Company") is filing this Amendment No. 1 ("Amendment No. 1") to the Annual Report on Form 20-F for the year ended December 31, 2023 (the "Original Form 20-F"), as filed with the United States Securities and Exchange Commission (the "SEC") on April 10, 2024 (the "Original Filing Date"), solely to correct the date of the Report of Independent Registered Public Accounting Firm of Deloitte AG on page F-2. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment No. 1 also includes, as Exhibits 12.1, 12.2, 13.1 and 13.2 the certifications of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Except as described above, no changes have been made to the Original Form 20-F, and this Amendment No. 1 does not modify, amend or update the financial or other information contained in the Original Form 20-F. This Amendment No. 1 does not reflect any events that have occurred on or after the Original Filing Date. Among other things, the Company has not revised forward-looking statements made in the Original Form 20-F to reflect events that occurred or facts that became known to the Company after the Original Filing Date. Therefore, this Amendment No. 1 should be read in conjunction with the Original Form 20-F and any other documents that the Company has filed with the SEC on or after the Original Filing Date. ALTAMIRA THERAPEUTICS LTD. TABLE OF CONTENTS Page

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS iv PART I 1

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 A. Directors and senior management 1 B. Advisers 1 C. Auditors 1

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 A. Offer statistics 1 B. Method and expected timetable 1

KEY INFORMATION

ITEM 3. KEY INFORMATION 1 A. [Reserved] 1 B. Capitalization and indebtedness 1 C. Reasons for the offer and use of proceeds 1 D. Risk factors 1

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 22 A. History and development of the Company 22 B. Business overview 23 C. Organizational structure 31 D. Property, plants and equipment 31

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 31

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 31 A. Operating results 32 B. Liquidity and capital resources 39 C. Research and development, patents and licenses, etc. 46 D. Trend information 46 E. Critical Accounting Estimates 46 F. Safe harbor 46

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 47 A. Directors and senior management 47 B. Compensation 49 C. Board practices 51 D. Employees 52 E. Share ownership 52 F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation 52

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 52 A. Major shareholders 52 B. Related party transactions 53 C. Interests of experts and counsel 53

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 54 A. Consolidated statements and other financial information 54 B. Significant changes 54

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 54 A. Offering and listing details 54 B. Plan of distribution 54 C. Markets 54 D. Selling shareholders 54 E. Dilution 54 F. Expenses of the issue 54 i

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 55 A. Share capital 55 B. Memorandum and articles of association 55 C. Material contracts 68 D. Exchange controls 68 E. Taxation 68 F. Dividends and paying agents 72 G. Statement by experts 72 H. Documents on display 72 I. Subsidiary information 73 J. Annual Report to Security Holders 73

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 73

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 73 A. Debt securities 73 B. Warrants and rights 73 C. Other securities 73 D. American Depositary Shares 73 PART II 74

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 74 A. Defaults 74 B. Arrears and delinquencies 74

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 74 E. Use of Proceeds 74

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 74 A. Disclosure Controls and Procedures 74 B. Management's Annual Report on Internal Control over Financial Reporting 74 C. Attestation Report of the Registered Public Accounting Firm 75 D. Changes in Internal Control over Financial Reporting 76

[RESERVED]

ITEM 16. [RESERVED] 76

Audit committee financial expert

ITEM 16A. Audit committee financial expert 76

Code of ethics

ITEM 16B. Code of ethics 76

Principal Accountant Fees and Services

ITEM 16C. Principal Accountant Fees and Services 76

Exemptions from the listing standards for audit committees

ITEM 16D. Exemptions from the listing standards for audit committees 76

Purchases of equity securities by the issuer and affiliated purchasers

ITEM 16E. Purchases of equity securities by the issuer and affiliated purchasers 76

Change in registrant's certifying accountant

ITEM 16F. Change in registrant's certifying accountant 76

Corporate governance

ITEM 16G. Corporate governance 76

Mine safety disclosure

ITEM 16H. Mine safety disclosure 77

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

ITEM 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 77

Disclosure Regarding Insider Trading Policy

ITEM 16J. Disclosure Regarding Insider Trading Policy 77

Disclosure Regarding Cybersecurity

ITEM 16K. Disclosure Regarding Cybersecurity 78 PART III 79

Financial statements

ITEM 17. Financial statements 79

Financial statements

ITEM 18. Financial statements 79

Exhibits

ITEM 19. Exhibits 79 ii Unless otherwise indicated or the context otherwise requires, all references in this annual report on Form 20-F (the "Annual Report") 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 report are property of their respective owners. On October 25, 2022, the Company effected a one-for-twenty reverse share split (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 (the "2023 Reverse Share Split") of the Company's issued and outstanding common shares, resulting in a par value of USD 0.002 per common share. Unless indicated or the context otherwise requires, all per share amounts and numbers

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Annual Report contains by the use of forward-looking words such as "anticipate," "believe," "could," "expect," "should," "plan," "intend," "will," "estimate" and "potential," among others, or the negatives thereof.

Forward-looking statements

Forward-looking statements appear in a number of places in this Annual Report 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, those identified under the section "Item 3. Key Information-D. Risk factors" in this Annual Report. These risks and uncertainties include factors relating 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 transact

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS A. Directors and senior management Not applicable. B. Advisers Not applicable. C. Auditors Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE A. Offer statistics Not applicable. B. Method and expected timetable Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and indebtedness Not applicable. C. Reasons for the offer and use of proceeds Not applicable. D. Risk factors You should carefully consider the risks and uncertainties described below and the other information in this Annual Report. Our business, financial condition or results of operations could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our common shares could decline. This Annual Report also contains forward-looking statements that involve risks and uncertainties. See "Forward-Looking as a result of certain factors. Summary of Risk Factors An investment in our common shares is subject to a number of risks. The following summarizes some, but not all, of these risks. Please carefully consider all of the information discussed in "Item 3. Key Information-D. Risk Factors" in this annual report for a more thorough description of these and other risks. We are a drug development-stage company and have a limited operating history and a history of operating losses. We anticipate that we will continue to incur losses for the foreseeable future. We expect that we will need substantial additional funding before we can expect to become profitable from the out-licensing of our RNA delivery platforms and product candidates. If we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our research and development programs. 1 The Company has incurred recurring losses and negative cash flows from operations since inception and it expects to generate losses from operations for the foreseeable future primarily due to research and development costs related to its RNA delivery platforms and product candidates. We expect our research and development expenses to remain significant as we co

View Full Filing

View this 20-F/A filing on SEC EDGAR