UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 168, 2023

Mymetics Corporation

(Exact name of registrant as specified in its charter)

Delaware

000-25132

25-1741849

(State of other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Route de la Corniche 4 1066 Epalinges, Switzerland		NA
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +~~011~~01141 41 21 653 45 35

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.01 par value		MYMX		OTCQB

Emerging growth company ☒

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

Item 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

AsMymetics ~~previously~~Corporation ~~reported, on~~(the ~~December~~“Company”) ~~20,~~has ~~2022,~~been conducting a ~~Ernest~~process M.to ~~Stern resigned~~explore ~~from~~strategic ~~the~~alternatives ~~Board~~to ofenhance ~~Directors~~shareholder ~~(the~~value. “The Board”) ofauthorized ~~Mymetics~~management ~~Corporation~~and ~~(the~~its ~~“Company”).~~external Onadvisors ~~January~~to ~~16,~~initiate ~~2023,~~such ~~the~~a ~~Board~~process, ~~appointed~~and ~~Marcel~~it B.has ~~Rüegg~~been toconsidering ~~the~~a ~~Board~~broad torange ~~fill~~of ~~the~~strategic ~~vacancy~~alternatives ~~created~~including bya ~~Mr. Stern’s~~potential ~~resignation.~~sale ~~Mr.~~of ~~Rüegg~~part ~~was~~or ~~also~~all ~~appointed~~of to the ~~Audit Committee~~Company.

~~There~~In ~~are~~connection notherewith, ~~arrangements~~the orCompany, ~~understandings~~through ~~between~~its ~~Mr.~~external ~~Rüegg~~advisors, ~~and~~has requested bids (the “Bid Process”) for any ~~other~~combination ~~persons~~of ~~pursuant~~assets to(including ~~which~~but henot ~~was~~limited ~~selected~~to as a ~~director.~~going Inconcern), ~~addition~~by February 24, ~~there~~2023 ~~has~~at ~~been~~5:00 nopm ~~transaction,~~ET ~~nor~~(the is“Bid Deadline”). To the extent the Company determines there ~~any~~are ~~currently~~viable ~~proposed~~bids ~~transaction~~by or prior to the Bid Deadline, ~~between~~the MrCompany anticipates pursuing those in due course. To ~~Rüegg~~the ~~and~~extent the Company ~~that~~determines ~~would~~there ~~require~~are ~~disclosure~~no ~~under~~viable ~~Item~~bids ~~404(a)~~provided by or prior the Bid Deadline, the Company may consider other alternatives, including the wind up of ~~Regulation~~its ~~S-K~~operations shortly after the Bid Deadline.

OnThere ~~January~~can ~~16,~~be ~~2023,~~no ~~the~~assurance ~~Company~~that ~~entered into an independent director agreement with Mr. Rüegg (~~the ~~“Director~~Bid ~~Agreement”)~~Process ~~setting~~will ~~forth~~result ~~the~~in ~~terms of his compensation. Pursuant to the Director Agreement, Mr. Rüegg is entitled to~~ a ~~fee~~sale of ~~CHF~~part ~~5,000 per quarter, which is payable quarterly, and CHF 350 per hour for each additional hour worked outside of meetings of the Board~~ or ~~attending~~all ~~more than one meeting~~ of the ~~Board per quarter, which is payable quarterly. The~~ Company also agreed to reimburse Mr. Rüegg for pre-approved reasonable business expenses incurred in good faith in connection with the performance of his duties for the Company. The Company also agreed to indemnify, defend and hold harmless Mr. Rüegg, to the fullest extent permitted by law, and as provided by, or ~~granted~~other ~~pursuant~~change ~~to, any charter provision, bylaw provision, agreement, vote of stockholders~~ or ~~disinterested directors or otherwise, subject to certain exceptions based on good faith and reasonableness~~outcome.

The ~~foregoing~~Company ~~description~~has ofretained ~~the~~Rock ~~Director~~Creek ~~Agreement~~Advisors ~~does~~as ~~not~~financial ~~purport~~advisor ~~to be complete~~ and isMcDermott, ~~qualified~~Will in& ~~its~~Emery ~~entirety~~LLP byas ~~reference~~legal tocounsel ~~the~~in ~~full~~connection ~~text~~with of the ~~agreement~~Bid ~~filed as Exhibit 10~~Process.~~1 to this report, which is incorporated herein by reference.~~

~~Item 9.01 Financial Statements and Exhibits.~~2

~~Exhibits~~SIGNATURES

10.1	Independent Director Agreement, dated January 16, 2023, between Mymetics Corporation and Marcel B. Rüegg
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

SIGNATURES

	MYMETICS CORPORATION

Date: February 8, 2023	By:	/s/ Ronald Kempers
		Ronald Kempers
		President and Chief Executive Officer

~~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.~~3

	MYMETICS CORPORATION
Date: January 17, 2023	By:	/s/ Ronald Kempers
		Ronald Kempers
		President and Chief Executive Officer

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