Altamira Files Pro Forma Financials for Bentrio® Spin-Off
Ticker: CYTOF · Form: 6-K · Filed: Jan 19, 2024 · CIK: 1601936
Complexity: simple
Sentiment: mixed
Topics: spin-off, strategic-repositioning, pro-forma-financials, pharmaceuticals
TL;DR
**Altamira spun off 51% of its Bentrio® business, shifting focus to RNA delivery.**
AI Summary
Altamira Therapeutics Ltd. (Altamira) filed a 6-K on January 19, 2024, to include unaudited pro forma financial information related to the partial spin-off of its Bentrio® business. This transaction, which closed on November 21, 2023, involved Altamira's wholly-owned subsidiary, Auris Medical AG, selling a 51% stake in Altamira Medica AG to a Swiss private equity investor. This matters to investors because Altamira is strategically repositioning itself to focus on its RNA delivery technology, divesting a majority stake in its Bentrio® nasal spray, which could impact future revenue streams and growth potential.
Why It Matters
This filing provides financial details on Altamira's strategic shift away from its Bentrio® nasal spray business, allowing investors to assess the financial impact of the company's new focus on RNA delivery technology.
Risk Assessment
Risk Level: medium — The company is undergoing a significant strategic repositioning, which introduces uncertainty regarding future revenue and profitability from its new core focus.
Analyst Insight
Investors should analyze the pro forma financials to understand the impact of the Bentrio® spin-off on Altamira's balance sheet and future revenue, and monitor progress on their RNA delivery technology for signs of future growth.
Key Numbers
- 51% — stake sold (percentage of Altamira Medica AG sold to a private equity investor)
- November 21, 2023 — transaction close date (date the partial spin-off of the Bentrio® business was completed)
- January 2024 — month of report (the period this 6-K report covers)
Key Players & Entities
- Altamira Therapeutics Ltd. (company) — the registrant and seller of a stake in its subsidiary
- Auris Medical AG (company) — wholly-owned subsidiary of Altamira and seller in the transaction
- Altamira Medica AG (company) — subsidiary whose 51% stake was sold, holding the Bentrio® business
- Swiss private equity investor (company) — the purchaser of the 51% stake in Altamira Medica AG
- Bentrio® (product) — drug-free OTC nasal spray for allergic rhinitis, key asset of Altamira Medica AG
Forward-Looking Statements
- Altamira's revenue from the Bentrio® business will decrease significantly due to the 51% stake sale. (Altamira Therapeutics Ltd.) — high confidence, target: Q1 2024 earnings report
- Altamira will increase R&D spending on its RNA delivery technology. (Altamira Therapeutics Ltd.) — medium confidence, target: Next 12 months
FAQ
What was the primary purpose of Altamira Therapeutics Ltd.'s 6-K filing on January 19, 2024?
The primary purpose was to file the unaudited pro forma financial information required in connection with the partial spin-off of its Bentrio® business, which closed on November 21, 2023.
Which subsidiary of Altamira Therapeutics Ltd. was involved in the sale of the Bentrio® business?
Auris Medical AG, a wholly-owned subsidiary of Altamira Therapeutics Ltd., was the seller, and Altamira Medica AG, whose key asset is Bentrio®, was the subsidiary in which a 51% stake was sold.
Who purchased the 51% stake in Altamira Medica AG?
A Swiss private equity investor purchased the 51% stake in Altamira Medica AG, as per the share purchase agreement dated November 17, 2023.
What is Bentrio® and what is its regulatory status mentioned in the filing?
Bentrio® is a drug-free OTC nasal spray utilized for the treatment of allergic rhinitis. The filing states it has been cleared by the FDA.
What is Altamira Therapeutics Ltd.'s stated strategic repositioning focus after this transaction?
Altamira Therapeutics Ltd. is strategically repositioning itself around its RNA delivery technology, as indicated by the partial spin-off of its Bentrio® business.
Filing Stats: 554 words · 2 min read · ~2 pages · Grade level 14.7 · Accepted 2024-01-19 16:30:47
Key Financial Figures
- $2.3 million — h consideration of CHF 2,040,000 (about $2.3 million) for the 51% stake in Medica and retain
- $5.2 million — rding a financial gain of approximately $5.2 million from the transaction in accordance with
Filing Documents
- ea191765-6k_altamira.htm (6-K) — 16KB
- ea191765ex99-1_altamira.htm (EX-99.1) — 85KB
- 0001213900-24-004886.txt ( ) — 102KB
From the Filing
OF FOREIGN PRIVATE ISSUER UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-36582 Altamira Therapeutics Ltd. (Exact name of registrant as specified in its charter) Clarendon House, 2 Church Street Hamilton HM11, Bermuda (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F Form 40-F EXPLANATORY NOTE As previously reported, on November 21, 2023, Altamira Therapeutics Ltd., an exempted company limited by shares incorporated in Bermuda (the “Company”) closed the transaction for the partial spin-off of its Bentrio® business (the “Transaction”) pursuant to that share purchase agreement, dated November 17, 2023 (the “Purchase Agreement”) by and between Auris Medical AG (“Seller”), a wholly-owned subsidiary of the Company, and a Swiss private equity investor (“Purchaser”). The unaudited pro forma financial information of the Company required to be filed in connection with the Transaction is filed as Exhibit 99.1 to this Report on Form 6-K and is incorporated by reference as though fully set forth herein. Under the Purchase Agreement, the Company sold a 51% stake in its subsidiary Altamira Medica AG (“Medica”) as part of its strategic repositioning around its RNA delivery technology. Medica’s key asset is Bentrio®, a drug-free OTC nasal spray utilized for the treatment of allergic rhinitis, which has been cleared by the FDA and is being commercialized in a growing number of countries. Pursuant to the Purchase Agreement, the Company received a cash consideration of CHF 2,040,000 (about $2.3 million) for the 51% stake in Medica and retained 49% of the company’s share capital. Further, the Company is entitled to receive 25% of Medica’s future gross licensing income. The transaction also includes the sale of Auris Medical Pty Ltd, Melbourne (Australia) and a cash contribution of CHF 1,000,000 in total to Medica’s capital by its two shareholders pro rata of their shareholdings following the closing. Medica will continue its operations under its current name and with current staff in collaboration with the Company, including the continued provision of certain services at cost. The Company anticipates recording a financial gain of approximately $5.2 million from the transaction in accordance with International Financial Reporting Standards (IFRS). INCORPORATION BY REFERENCE This Report on Form 6-K, including exhibit 99.1 to this Report on Form 6-K, shall be deemed to be incorporated by reference into the registration and 333-276427 ) and Form S-8 (Registration Numbers 333-232735 and 333-252141 ) of Altamira Therapeutics Ltd. (formerly Auris Medical Holding Ltd.) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Altamira Therapeutics Ltd. By: /s/ Marcel Gremaud Name: Marcel Gremaud Title: Chief Financial Officer Date: January 19, 2024 2 EXHIBIT INDEX Exhibit Number Description 99.1 Unaudited Pro Forma Condensed Consolidated Financial Statements 3