UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR 15(d) ofOF ~~The Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): October 24, 2023~~1934

~~Mymetics~~Date ~~Corporation~~of Report (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): inDecember ~~its~~28, ~~charter)~~2023

Delaware		000-25132		25-1741849
(State of other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

MYMETICS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Route de la Corniche 41066 Epalinges, Switzerland	NA
Delaware	000-25132	25-1741849
(Address of principal executive offices)	(Zip Code)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

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

Registrant’s telephone number, including area code: +011 41 21 5665772

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))

~~☐ Soliciting~~Securities ~~material~~registered pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~of 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))

Title of each class		Trading Symbols		Name of exchange on which registered
Common Stock, $.01 par value		MYMX		OTC Pink

~~☐ Pre-commencement~~Indicate ~~communications~~by ~~pursuant~~check tomark whether the registrant is an emerging growth company as defined in Rule ~~13e-4~~405 of the Securities Act of 1933 (c§230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§240.~~13e~~12b-~~4(c~~2 of this chapter)).

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		OTC Pink Market

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 85.0103 ~~Other~~Amendments ~~Events.~~to Articles of Incorporation or Bylaws; Change in Fiscal Year

OnAs previously reported, effective October 239, 2023, ~~OTC~~the ~~Markets~~holders ~~Group,~~of ~~Inc.~~a ~~notified~~majority of the ~~Company~~voting ~~that~~power of the ~~bid~~capital ~~price~~stock of Mymetics Corporation (the “Company”) executed a written consent approving a reverse stock split of the Company’s issued and outstanding common stock ~~had~~to ~~closed~~combine ~~below~~and ~~$0.001~~convert ~~for~~every ~~five~~two ~~consecutive~~thousand ~~days~~(2,000) shares of common stock either issued and ~~that~~outstanding or held by the Company’s in treasury stock into one (1) share of common stock ~~would~~(the be“Reverse ~~removed~~Stock ~~from~~Split”) by filing an amendment (the ~~OTCQB~~“Amendment”) ~~market~~to ~~effective~~the ~~October~~Company’s 24Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware. The written consent approving the Reverse Stock Split and the Amendment was signed by the holders of 156,586,459 shares of the Company’s common stock as of September 30, 2023, ~~but~~representing approximately 51.55%. The Board also approved the Reverse Stock Split and the Amendment. No fractional shares of common stock will ~~continue~~be toissued ~~trade~~as ona result of the ~~OTC~~Reverse ~~Pink~~Stock ~~market~~Split. ~~Once~~In lieu of issuing any fractional shares to any stockholder as a result of the ~~bid~~Reverse ~~price~~Stock ~~closes~~Split, atthe orCompany ~~above~~will make, to any stockholder that would otherwise hold a fractional share after giving effect to the Reverse Stock Split, a cash payment in an amount equal to $0.010023 ~~for~~multiplied 30by ~~consecutive~~the ~~days~~number of pre-split shares held by such stockholder with respect to which a fractional share would be issued, which represents a premium of approximately 30% over the ~~Company~~25-day ~~will~~VWAP ~~have~~(volume weighted average price) of the ~~option~~common tostock ~~reapply~~on ~~for~~the ~~listing~~Best ~~its~~Market ~~Common~~tier ~~Stock~~of the OTC Markets Group, Inc. beginning on August 25, 2023 and ending on September 29, 2023 (the ~~OTCQB~~“Cash ~~market~~Payment”).

AsOn ~~previously~~October ~~announced~~27, ~~the~~2023, ~~Company intends to undertake a “going private” transaction under Section 13(e) of~~ the ~~Exchange Act and the~~ Company ~~has~~ filed a ~~Schedule~~definitive ~~13E-3~~information ~~with~~statement ~~the~~on ~~SEC~~Schedule ~~that~~14C ~~contains~~describing, ~~additional~~among ~~information~~other ~~about~~matters, the ~~transaction,~~Reverse ~~which~~Stock ~~stockholders~~Split ~~are urged to read carefully~~ and in its ~~entirety.~~consequences, ~~Pursuant~~and ~~to rules adopted by~~ the ~~SEC~~Company ~~under~~mailed ~~the~~a ~~Exchange~~copy ~~Act,~~of asuch ~~Schedule~~definitive ~~14C~~ information statement ~~relating~~ to ~~the~~its ~~matters~~shareholders ~~described~~on ~~above will be filed with the SEC and sent~~ or ~~provided~~about toOctober ~~the~~30, ~~stockholders of the Company~~2023. ~~The Schedule 13E-3 is available and Schedule 14C will be available at www.sec.gov.~~

~~Additionally,~~On asDecember ~~previously~~27, ~~announced~~2023, the ~~Board~~Company ~~continues~~filed a Certificate of Amendment to ~~evaluate~~its Certificate of Incorporation with the ~~next~~Secretary ~~steps~~of inState of Delaware to effectuate the ~~Company’s~~Reverse ~~business~~Stock Split, ~~which~~and ~~could~~such ~~include~~amendment awas ~~possible~~effective ~~winddown~~as of ~~the~~12:01 ~~Company’s~~a.m. ~~operations~~on December 28, 2023.

-As a result of the Reverse Stock Split, the number of holders of the Company’s common stock was reduced to fewer than three hundred. On or about January 2, -2023, the Company is filing a Form 15 with the United States Securities and Exchange Commission (the “SEC”) to terminate the registration of the Company’s common stock and to cease reporting as a public company. As a result of filing the Form 15, the Company expects that it will no longer be required to file periodic reports with the SEC or be subject to the reporting or other obligations under the Securities Exchange Act of 1934, as amended. The deregistration of the Company’s common stock will have the effect that its common stock will no longer be eligible to be quoted on the OTCQB market maintained by the OTC Markets Group, Inc.

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

~~Pursuant~~(d) ~~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.~~Exhibit

	MYMETICS CORPORATION
Number		Description.
Date: October 24, 2023	By:	/s/ Ronald Kempers
3.1		Certificate of Amendment to the Restated Certificate of Incorporation filed December 27, 2023.
		Ronald Kempers
		President and Chief Executive Officer

~~- 3 -~~2

SIGNATURES

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 hereunto duly authorized.

Date: December 28, 2023	MYMETICS CORPORATION

	By:	/s/ Ronald Kempers
		Name: Ronald Kempers
		Title: Chief Executive Officer and Chief Financial Officer

Filing Compare · MYMETICS CORP