Filed Pursuant to Rule 424(b)(5)
Registration No. 333-261127
Prospectus Supplement
(To Prospectus dated December 8, 2021)
Altamira Therapeutics Ltd.
Up to $7.45 million of Common Shares
On November 30, 2018, we entered into a certain
Sales Agreement, as amended, or sales agreement, with A.G.P./Alliance Global Partners, or A.G.P., relating to our common shares (par value
of CHF 0.01 per common share) having an aggregate offering price of up to $25 million. On each of November 30, 2018 and January 15, 2021,
pursuant to the sales agreement, we filed a prospectus supplement pursuant to which we could offer and sell from time to time our common
shares having an aggregate offering price of up to $3.25 million and $8.0 million, respectively, through the sales agent. In accordance
with the terms of the sales agreement, we may offer and sell our common shares pursuant to this prospectus supplement having an aggregate
offering price of up to an additional $7.45 million from time to time through A.G.P. Of the $25 million of our common shares covered by
the sales agreement and the related prospectus supplements, dated November 30, 2018 and January 15, 2021, as of December 8, 2021, we have
issued and sold an aggregate of 2,808,618 of our common shares for gross proceeds of approximately $6.45 million.
Our common shares are listed on The Nasdaq Capital
Market under the symbol “CYTO.” On December 3, 2021, the last sale price of our common shares as reported by The Nasdaq Capital
Market was $1.51 per common share.
Sales of our common shares, if any, under this
prospectus supplement may be made in sales deemed to be “at the market offerings” as defined in Rule 415(a)(4) promulgated
under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on or through The Nasdaq Capital Market,
the existing trading market for our common shares, or sales on any other existing trading market for our common shares or to or through
a market maker.
We will pay A.G.P. a fixed commission rate equal
to 3.00% of the gross sales price per common share sold. In connection with the sale of our common shares on our behalf, A.G.P. will be
deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of A.G.P. will be deemed to be
underwriting commissions or discounts. We have also agreed to provide indemnification and contributions to A.G.P. against certain civil
liabilities, including liabilities under the Securities Act. See “Plan of Distribution.”
In offering common shares by the means of this
prospectus supplement and the accompanying prospectus, we are relying on General Instruction I.B.5 of Form F-3, which limits the amount
of common shares we can sell pursuant to the registration statement, of which this prospectus supplement and the accompanying prospectus
are a part, to one-third of the market value of our common shares held by non-affiliates, or our public float, in any 12-month period.
On the date of this prospectus supplement, our public float was $32,093,335, which was calculated based on 13,372,223 of our common shares
outstanding and held by non-affiliates and a price of $2.40 per share, the closing price of our common shares on the Nasdaq Capital Market
on November 15, 2021. We sold 1,050,000 common shares
pursuant to General Instruction I.B.5 of Form F-3 during the twelve calendar month period that ends on and includes the date of this prospectus
supplement and the aggregate value of the common shares sold was $3,198,930.
Investing in our securities involves a high
degree of risk. Before making any decision to invest in our securities, you should carefully consider the information disclosed under
“Risk Factors” beginning on page S-4 of this prospectus supplement, as well as those risk factors contained or incorporated
by reference to this prospectus supplement and the accompanying prospectus.
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
SUPPLEMENT AND THE ACCOMPANYING 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.
A.G.P.
The date of this prospectus supplement is December
8, 2021.
TABLE OF CONTENTS
Unless otherwise indicated or the context otherwise
requires, all references in this prospectus supplement to “Altamira Therapeutics Ltd.”, or “Altamira,” the “Company,”
“we,” “our,” “ours,” “us” or similar terms refer to (i) Auris Medical Holding AG (formerly
Auris Medical AG), or Auris Medical (Switzerland), together with its subsidiaries, prior to our corporate reorganization by way of the
merger of Auris Medical Holding AG into Auris Medical NewCo Holding AG (the “Merger”), a newly incorporated, wholly-owned
Swiss subsidiary on March 13, 2018 (i.e. to the transferring entity), (ii) Auris Medical Holding AG (formerly Auris Medical NewCo Holding
AG), together with its subsidiaries after the Merger (i.e. to the surviving entity) and prior to the Redomestication (as defined below)
and (iii) to Auris Medical Holding Ltd., a Bermuda company, or Auris Medical (Bermuda), the successor issuer to 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 March 18, 2019. The trademarks, trade names and service marks appearing in this prospectus supplement are property of their
respective owners.
On May 1, 2019, the Company effected a one-for-twenty
reverse share split (the “2019 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 2019 Reverse Share Split. Following shareholders’ approval at a special general meeting of shareholders held on
July 21, 2021 we changed our name to Altamira Therapeutics Ltd.
Unless indicated or the context otherwise requires,
(i) all references in this prospectus supplement to our common shares as of any date prior to March 13, 2018 refer to the common shares
of Auris Medical (Switzerland) (having a nominal value of CHF 0.40 per share (pre-2019 Reverse Share Split)) prior to the 10:1 “reverse
share split” effected through the Merger, (ii) all references to our common shares as of, and after, March 13, 2018 and prior to
the Redomestication refer to the common shares of Auris Medical (Switzerland) (having a nominal value of CHF 0.02 per share (pre-2019
Reverse Share Split)) after the 10:1 “reverse share split” effected through the Merger, (iii) all references to our common
shares as of, and after, the Redomestication on March 18, 2019 refer to the common shares of the Company (having a par value of CHF 0.02
per share (pre-2019 Reverse Share Split)), and (iv) the Company’s common shares on or after May 1, 2019, the date of the 2019 Reverse
Share Split, have a par value of CHF 0.40. As of June 30, 2020, the Company reduced the par value of its shares to CHF 0.01 each.
The terms “dollar,” “USD”
or “$” refer to U.S. dollars and the term “Swiss Franc” and “CHF” refer to the legal currency of Switzerland.
You should rely only on the information contained
in or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not, and the sales agent has not,
authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information,
you should not rely on it. We are not, and the sales agent is not, making an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus
or in any documents incorporated by reference herein or therein is accurate only as of the date of the applicable document. Our business,
financial condition, results of operations and prospects may have changed since that date.
This prospectus supplement is not an offer
to sell or a solicitation of an offer to buy securities in any jurisdiction in which such offer or solicitation is illegal.
ABOUT THIS PROSPECTUS SUPPLEMENT
All references to the terms “Altamira,”
the “Company,” “we,” “us” or “our” in this prospectus supplement refer to Altamira Therapeutics
Ltd., an exempted company limited by shares incorporated in Bermuda, and its consolidated subsidiaries, unless the context requires otherwise.
This prospectus supplement and the accompanying
prospectus are part of a registration statement on Form F-3 (File No. 333-261127) that we filed with the Securities and Exchange Commission
(“SEC”), utilizing the SEC’s “shelf” registration rules, on November 16, 2021, and that was declared effective
on December 8, 2021. This document consists of two parts. The first part is this prospectus supplement, which describes the terms of this
offering of our common shares and supplements information contained in the accompanying prospectus and the documents incorporated by reference
into the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information about us and the
securities we may offer from time to time under our shelf registration statement, some of which may not apply to this offering.
This prospectus supplement and the documents incorporated
herein may add, update or change information contained in the accompanying prospectus. To the extent that any statement that we make in
this prospectus supplement is inconsistent with statements made in the accompanying prospectus, the statements in this prospectus supplement
will be deemed to modify or supersede those made in the accompanying prospectus. You should read carefully this prospectus supplement,
the accompanying prospectus and the additional detailed information described under the headings “Where You Can Find More Information”
and “Incorporation of Certain Documents by Reference” before making an investment decision.
You should rely on only the information contained
in or incorporated by reference to this prospectus supplement and the accompanying prospectus relating to the offering described in this
prospectus supplement. We have not authorized any person to provide you with different or additional information. If anyone provides you
with different or additional information, you should not rely on it.
You should not assume that the information in
this prospectus supplement, the accompanying prospectus or any documents we incorporate by reference herein or therein is accurate as
of any date other than the respective dates on the front cover of those documents. Our business, financial condition, results of operations
and prospectus may have changed since those dates.
We further note that the representations, warranties
and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into this prospectus
supplement and the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or
covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such
representations, warranties or covenants should not be relied on as accurately representing the current state of our affairs.
The financial statements included in or incorporated
by reference into this prospectus supplement and the accompanying prospectus have been prepared in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board. Our consolidated financial statements are subject to the
standards of the Public Company Accounting Oversight Board (United States) and the SEC independence standards. This may not be comparable
to financial statements of United States (“U.S.”) companies.
We are not offering or selling the common shares
offered herby in any jurisdiction or to any person if such offer or sale is not permitted by applicable law, rule or regulation.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus
and the documents incorporated herein by reference contain “forward-looking statements” made pursuant to the safe-harbor provision
of the U.S. Private Securities Litigation Reform Act of 1995, which reflect our current expectations regarding future events. All statements
other than statements of historical facts included in or incorporated by reference into this prospectus supplement that address activities,
events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Our forward-looking
statements generally include statements about our plans, objectives, strategies and prospects regarding, among other things, our businesses,
results of operations, liquidity and financial condition. In some cases, we have identified these forward-looking statements with words
like “believe,” “may,” “could,” “might,” “possible,” “potential,”
“project,” “will,” “should,” “expect,” “intend,” “plan,” “predict,”
“anticipate,” “estimate,” “approximate,” “contemplate” or “continue,” or the
negative of these words or other words and terms of similar meaning. Known and unknown risks and uncertainties could cause our actual
results to differ materially from those in forward-looking statements. Such risks include, but are not limited to, the following:
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our operation as a development-stage company with limited
operating history and a history of operating losses;
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the COVID-19 outbreak, which continues to evolve, and which
could significantly disrupt our preclinical studies and clinical trials, and therefore our receipt of necessary regulatory approvals;
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our need for substantial additional funding to continue the
development of our product candidates before we can expect to become profitable from sales of our products and the possibility that we
may be unable to raise additional capital when needed, particularly in light of the global outbreak of the novel coronavirus, which continues
to evolve;
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the timing, scope, terms and conditions of a potential divestiture
or spin-off of the Company’s traditional business as well as the cash such transaction(s) may generate;
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the market acceptance and resulting sales from Bentrio™
in international markets;
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our dependence on the success of AM-125, AM-201, AM-401,
Keyzilen® (AM-101) and Sonsuvi® (AM-111), which are still in preclinical or clinical development, may eventually prove to be
unsuccessful;
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the chance that we may become exposed to costly and damaging
liability claims resulting from the testing of our product candidates in the clinic or in the commercial stage;
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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, particularly in light of the global
outbreak of the novel coronavirus, which continues to evolve;
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uncertainty surrounding whether any of our product candidates
will receive regulatory approval, which is necessary before they can be commercialized;
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if our product candidates obtain regulatory approval, our
product candidates being subject to expensive, ongoing obligations and continued regulatory overview;
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enacted and future legislation may increase the difficulty
and cost for us to obtain marketing approval and commercialization;
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the chance that we do not obtain orphan drug exclusivity
for Sonsuvi®, which would allow our competitors to sell products that treat the same conditions;
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dependence on governmental authorities and health insurers
establishing adequate reimbursement levels and pricing policies;
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our products may not gain market acceptance, in which case
we may not be able to generate product revenues;
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our reliance on our current strategic relationships with
INSERM or Xigen and the potential success or failure of strategic relationships, joint ventures or mergers and acquisitions transactions;
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our reliance on third parties to conduct our nonclinical
and clinical trials and on third-party, single-source suppliers to supply or produce our product candidates;
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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;
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our ability to meet the continuing listing requirements of
Nasdaq and remain listed on The Nasdaq Capital Market;
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the chance that certain intangible assets related to our
product candidates will be impaired; and
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other risk factors discussed under “Risk factors”
beginning on page S-4.
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More detailed information about these and other
factors is included under “Risk Factors” in this prospectus supplement, the accompanying prospectus and in other documents
incorporated herein by reference. Many of these factors are beyond our control. Future events may vary substantially from what we currently
foresee. You should not place undue reliance on such forward-looking statements. We disavow and are under no obligation to update or alter
such forward-looking statements whether as a result of new information, future results, events, developments or otherwise, unless required
to do so by a governmental authority or applicable law. We advise you, however, to review any further disclosures we make on related subjects
in our Form 20-F and reports on Form 6-K filed or furnished to the SEC.
PROSPECTUS SUPPLEMENT SUMMARY
The following summary highlights selected
information contained elsewhere in or incorporated by reference into this prospectus supplement and the accompanying prospectus. The summary
may not contain all of the information that you should consider before investing in our common shares. You should read this entire prospectus
supplement and the accompanying prospectus carefully, including “Risk Factors” contained in this prospectus supplement and
the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, before making an investment decision.
This prospectus supplement may add to, update or change information in the accompanying prospectus. See the “Risk Factors”
section of this prospectus supplement beginning on page S-4 for a discussion of the risks involved in investing in our securities.
Our Company
We are a clinical-and commercial-stage biopharmaceutical
company developing therapeutics that address important unmet medical needs. We are currently active in three areas: the development of
RNA therapeutics for extrahepatic therapeutic targets (OligoPhore™ / SemaPhore™ platforms; preclinical), nasal sprays for
protection against airborne viruses and allergens (Bentrio™; commercial) or the treatment of vertigo (AM-125; Phase 2), and the
development of therapeutics for intratympanic treatment of tinnitus or hearing loss (Keyzilen® and Sonsuvi®, Phase 3). We have
announced our intention to reposition the Company around RNA therapeutics while exploring strategic options to either divest our traditional
businesses or spin them off as a separate entity to shareholders.
Recent Developments
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On December 1, 2021, the Company announced that the first patient has been randomized in its "NASAR" trial for the clinical evaluation of Bentrio™ (AM-301) in seasonal allergic rhinitis ("SAR"). Bentrio™, a drug-free nasal spray intended for personal protection against airborne viruses and allergens, is marketed in several countries. The NASAR trial, which will enroll a total of 100 SAR patients, is designed to compare the safety and efficacy of Bentrio™ against a saline nasal spray. Study participants will be randomized at a 1:1 ratio to either receive Bentrio™ or control treatment via self-administration three times per day, or as needed, for two weeks. The primary endpoint will be the comparison of the reflective Total Nasal Symptom Score (rTNSS) under treatment with Bentrio™ against control. The NASAR trial is being conducted during the current pollen season at several study sites in Australia.
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On November 12, 2021, the Company announced positive efficacy data from testing its Bentrio™ nasal spray in vitro against the Delta variant of the SARS-CoV-2 virus. For the Delta variant study, BentrioTM or saline control were applied in the same type of assay either prophylactically 10 minutes prior to or therapeutically 24 hours following viral inoculation of reconstituted nasal epithelium cells from human donors, followed by once daily application for four days. In saline-treated control cultures, SARS-CoV-2 replicated efficiently, resulting in a rapid increase in viral titer (as measured by the Median Tissue Culture Infectious Dose, TCID50). In contrast, at Days 3 and 4 both prophylactic and therapeutic treatment with Bentrio™ resulted in significantly lower virus titers, reaching -83% when the application was started prior to infection, and -69 to -85% when the application was initiated only when the infection was already ongoing (all values significant at p<0.01 and <0.05).
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Corporate Information
We are an exempted company organized under the laws
of Bermuda. We began our current operations in 2003. On April 22, 2014, we changed our name from Auris Medical AG to Auris Medical Holding
AG and transferred our operational business to our newly incorporated subsidiary Auris Medical AG, which is now our main operating subsidiary.
On March 13, 2018, we effected a corporate reorganization through the Merger into a newly formed holding company for the purpose of effecting
the equivalent of a 10-1 “reverse share split”. Following shareholder approval at an extraordinary general meeting of shareholders
held on March 8, 2019 and upon the issuance of a certificate of continuance by the Registrar of Companies in Bermuda on March 18, 2019,
the Company discontinued as a Swiss company and, pursuant to Article 163 of the Swiss Federal Act on Private International Law and pursuant
to Section 132C of the Companies Act 1981 of Bermuda (the “Companies Act”), continued existence under the Companies Act as
a Bermuda company with the name “Auris Medical Holding Ltd.” (the “Redomestication”). Following shareholders’
approval at a special general meeting of shareholders held on July 21, 2021 we changed our name to Altamira Therapeutics Ltd. Our registered
office is located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda, telephone number +1 (441) 295 5950.
We maintain a website at www.altamiratherapeutics.com
where general information about us is available. Investors can obtain copies of our filings with the Securities and Exchange Commission,
or SEC, from this site free of charge, as well as from the SEC website at www.sec.gov. We are not incorporating the contents of our website
into this prospectus.
Implications of Being a Foreign Private
Issuer
We currently report under the
Securities Exchange Act of 1934, as amended, or the Exchange Act, as a non-U.S. company with foreign private issuer, or FPI, status. Although
we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act we will continue
to be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:
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the sections of the Exchange Act regulating the solicitation
of proxies, consents or authorizations in respect of a security registered under the Exchange Act;
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the sections of the Exchange Act requiring insiders to file
public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period
of time; and
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the rules under the Exchange Act requiring the filing with
the Securities and Exchange Commission, or SEC, of quarterly reports on Form 10-Q containing unaudited financial and other specified
information, or current reports on Form 8-K, upon the occurrence of specified significant events.
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THE OFFERING
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Issuer
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Altamira Therapeutics Ltd.
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Securities offered by us pursuant to this prospectus supplement:
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Common shares, par value CHF 0.01 per share, having an aggregate offering price of up to $7.45 million.
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Manner of offering:
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“At the market offering” that may be made from time to time through our sales agent, A.G.P. See “Plan of Distribution” in this prospectus supplement
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Common shares outstanding before this offering:
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14,829,561 common shares(1)
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Use of proceeds:
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We intend to use the net proceeds from the sale of our common shares under this prospectus supplement for working capital and general corporate purposes. Please see the section entitled “Use of Proceeds” on page S-6 of this prospectus supplement for a more detailed discussion.
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Risk factors:
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An investment in our common shares involve a high degree of risk. Please see the section entitled “Risk Factors” beginning on page S-4 of this prospectus supplement as well as the other information included in or incorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion of factors that you should consider carefully before making an investment decision.
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Dividend policy:
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We have never declared or paid any cash dividends on our common shares. We do not anticipate paying any cash dividends in the foreseeable future.
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Nasdaq Capital Market symbol:
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CYTO
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(1)
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The number of common shares outstanding is based on 14,829,561 shares outstanding as of December 3, 2021, which excludes:
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1,351,881 common shares issuable upon the exercise of outstanding stock options at a weighted average exercise price of $1.81 per share; and
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246,102 common shares issuable upon the exercise of outstanding warrants at a weighted average exercise price of $59.77 per share.
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RISK FACTORS
Before making an investment decision, you should
carefully consider the risks described in this prospectus supplement, together with all of the other information incorporated by reference
into this prospectus supplement and the accompanying prospectus, including the risks described in our most recent Annual Report on Form
20-F and subsequent reports on Form 6-K furnished to the SEC, including our audited consolidated financial statements and corresponding
management’s discussion and analysis. The risks mentioned below are presented as of the date of this prospectus supplement. For
additional information, please see the sources described in “Where You Can Find More Information.”
Our business, financial condition or results
of operations could be materially adversely affected by any of these risks. Additional risks not presently known to us or that we currently
deem immaterial may also impair our business operations. The trading price of our common shares could decline due to any of these risks,
and you may lose all or part of your investment. This prospectus supplement, the accompanying prospectus and the incorporated documents
also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including the risks mentioned below. Forward-looking statements included
in this prospectus supplement are based on information available to us on the date hereof, and all forward-looking statements in documents
incorporated by reference are based on information available to us as of the date of each such document. We disavow and are under no obligation
to update or alter such forward-looking statements whether as a result of new information, future events or otherwise, other than as required
by applicable securities legislation.
Risks Relating to This Offering
Management will have broad discretion as to the use of the net
proceeds from this offering, and we may not use the proceeds effectively.
We intend to use the net proceeds from the sale
of common shares by us in this offering for working capital and general corporate purposes. Our management will have broad discretion
as to the application of the net proceeds from this offering and could use them for purposes other than those contemplated at the time
of this offering, as described below in the section entitled “Use of Proceeds,” or in ways that do not necessarily improve
our operating results or enhance the value of our common shares. Our shareholders may not agree with the manner in which our management
chooses to allocate and spend the net proceeds. Our failure to use these funds effectively could have a material adverse effect on our
business and could cause the price of our securities to decline.
If you purchase the common shares sold in this offering, you
may experience immediate dilution as a result of this offering and future equity issuances.
Because the price per share of the common shares
being offered may be higher than the book value per share of our common shares, you may suffer immediate and substantial dilution in the
net tangible book value of the common shares you purchase in this offering. The issuance of additional common shares in future offerings
could be dilutive to shareholders if they do not invest in future offerings. Moreover, to the extent that we issue options or warrants
to purchase, or securities convertible into or exchangeable for, common shares in the future and those options, warrants or other securities
are exercised, converted or exchanged, shareholders may experience further dilution.
We may require additional funding through further issuances of
our common shares or other securities, which may negatively affect the market price of our common shares.
To operate our business, we may need to raise
additional capital through sales of our common shares, securities exercisable for or convertible into our common shares or debt securities
pursuant to which interest and/or principal payments may be satisfied through the issuance of our common shares. Future sales of such
securities or our common shares could adversely affect the prevailing market price of our common shares and our ability to raise capital
in the future, and may cause you to incur additional dilution.
Sales of our common shares in this offering, or the perception
that such sales may occur, could cause the market price of our common shares to fall.
We may issue and sell common shares for aggregate
gross proceeds of up to $7.45 million from time to time in connection with this offering. The issuance and sale from time to time of these
new common shares, or our ability to issue these new common shares in this offering, could have the effect of depressing the market price
of our common shares.
The common shares offered hereby will be sold in “at-the-market”
offerings, and investors who buy shares at different times will likely pay different prices.
Investors who purchase shares in this offering
at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have
discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales
price. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices
they paid.
The actual number of shares we will issue under the sales agreement
with A.G.P., at any one time or in total, is uncertain.
Subject to certain limitations in the Sales Agreement
and compliance with applicable law, we have the discretion to deliver a sales notice to A.G.P. at any time throughout the term of the
Sales Agreement. The number of shares that are sold by A.G.P. after we deliver a sales notice will fluctuate based on the market price
of the common shares during the sales period and limits we set with A.G.P. Because the price per share of each share sold will fluctuate
based on the market price of our common shares during the sales period, it is not possible at this stage to predict the number of shares,
if any, that will ultimately be issued.
USE OF PROCEEDS
We may issue and sell common shares having aggregate
gross proceeds of up to $7.45 million from time to time. Because there is no minimum offering amount required as a condition to close
this offering, the actual total public offering amount, commissions paid to A.G.P. and proceeds to us, if any, are not determinable at
this time. We estimate that the net proceeds from the sale of the common shares that we are offering may be up to approximately $7.2 million,
after deducting commissions payable to A.G.P. and estimated offering expenses payable by us.
Except as otherwise provided in any free writing
prospectus that we may authorize to be provided to you, we will retain broad discretion over the use of the net proceeds from the sale
of the common shares offered by this prospectus supplement, and we may not use these proceeds in a manner desired by our shareholders.
We intend to use the net proceeds of our sale of common shares under this prospectus supplement for working capital and general corporate
purposes. Such purposes may include research and development expenditures and capital expenditures.
We may temporarily invest funds that we do not
immediately need for these purposes in investment securities or use them to make payments on our borrowings. All expenses relating to
an offering of common shares and any compensation paid to the sales agent, dealers or agents, as the case may be, will be paid out of
our general funds or from the proceeds of any offering under this prospectus supplement or the accompanying prospectus.
DIVIDEND POLICY
We have never paid a dividend, and we do not anticipate
paying dividends in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and
expansion of our business. As a result, investors in our common shares will benefit in the foreseeable future only if our common shares
appreciate in value.
Any future determination to declare and pay dividends
to holders of our common shares will be made at the discretion of our board of directors, which may take into account several factors,
including general economic conditions, our financial condition and results of operations, available cash and current and anticipated cash
needs, capital requirements, contractual, legal, tax and regulatory restrictions, the implications of the payment of dividends by us to
our shareholders and any other factors that our board of directors may deem relevant. In addition, pursuant to the Companies Act, a company
may not declare or pay dividends if there are reasonable grounds for believing that (1) the company is, or would after the payment be,
unable to pay its liabilities as they become due or (2) that the realizable value of its assets would thereby be less than its liabilities.
Under our bye-laws (the “Bye-laws”), each of our common shares is entitled to dividends if, as and when dividends are declared
by our board of directors, subject to any preferred dividend right of the holders of any preferred shares.
We are a holding company with no material direct
operations. As a result, we would be dependent on dividends, other payments or loans from our subsidiaries in order to pay a dividend.
Our subsidiaries are subject to legal requirements of their respective jurisdictions of organization that may restrict their paying dividends
or other payments, or making loans, to us.
CONSOLIDATED CAPITALIZATION
The following table presents the number of our
issued and outstanding common shares and our consolidated cash and cash equivalents and capitalization (defined as derivative financial
instruments and shareholders’ equity) as at June 30, 2021:
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●
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on an actual basis;
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●
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on a pro forma basis to give effect to the issuance and sale by us of 1,050,000 common shares at a price of $3.0466 per share under the sales agreement with A.G.P. on November 12, 2021 (the “ATM Issuance”), after deducting the sales agent fees payable by us; and
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●
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on a pro forma as adjusted basis to give effect to our issuance and sale of $7.45 million of common shares in this offering, at the assumed public offering price of $1.51 per common share, which is the last reported sale price of our common shares on The Nasdaq Capital Market on December 3, 2021, after deducting commissions and estimated offering expenses payable by us.
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Investors should read this table in conjunction
with our unaudited consolidated financial statements for the six-month periods ended June 30, 2021 and 2020, and the Management’s
Discussion and Analysis thereon, each as incorporated by reference into this prospectus supplement, as well as “Use of Proceeds”
in this prospectus supplement.
U.S. dollar amounts have been translated into
Swiss Francs at a rate of CHF 0.9253 to USD 1.00, the official exchange rate quoted as of June 30, 2021 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 June 30, 2021 and have been provided solely for the convenience of the reader. On December 3, 2021, the exchange rate
as reported by the U.S. Federal Reserve Bank was CHF 0.9185 to USD 1.00.
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June 30, 2021
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Pro Forma
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Actual
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Pro Forma
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As Adjusted
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(in thousands of CHF except
share and per share data)
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Cash and cash equivalents(1)
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8,467
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11,338
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17,991
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Derivative Financial Instruments(2)
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19
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19
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|
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19
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Shareholders’ equity:
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Share capital(1)
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Common shares, par value CHF 0.01 per share; 13,643,130 common shares issued and outstanding on an actual basis, 14,693,130 common shares issued and outstanding on a pro forma basis, 19,626,905 common shares issued and outstanding on a pro forma as adjusted basis
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136
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147
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196
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Share premium
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184,841
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|
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187,702
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|
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194,306
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Foreign currency translation reserve
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|
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19
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|
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|
19
|
|
|
|
19
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Accumulated deficit
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(164,910
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)
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(164,910
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)
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(164,910
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)
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Total shareholders’ equity
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20,086
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22,958
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29,611
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Total capitalization
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20,067
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22,939
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29,592
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(1)
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Since June 30, 2021, other than in the ATM Issuance, we have issued
136,431 of our common shares for an aggregate amount of $0.5 million. These subsequent issuances and the proceeds therefrom are not reflected
in the table as they occurred after June 30, 2021.
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(2)
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The fair value calculation of the warrants is determined according to the Black-Scholes option pricing model. Assumptions are made regarding inputs such as volatility and the risk free rate in order to determine the fair value of the warrant. The fair value of the warrants is calculated based on assumptions made at June 30, 2021.
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The above discussion and table are based on 13,643,130
common shares outstanding as of June 30, 2021 and excludes:
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1,146,854 of our common shares issuable upon the exercise of options outstanding as of June 30, 2021 at a weighted average exercise price of $1.79 per common share; and
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●
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246,102 common shares issuable upon the exercise of warrants outstanding as of June 30, 2021 at a weighted average exercise price of $59.77 per common share.
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DILUTION
If you invest in our common shares, your interest
will be diluted immediately to the extent of the difference between the price per share paid and the as-adjusted net tangible book value
per common share after this offering.
The net tangible book value of our common shares
as of June 30, 2021 was approximately $6.0 million, or approximately $0.44 per common share. Net tangible book value per share represents
the amount of our total tangible assets less total liabilities divided by the total number of our common shares outstanding as of June
30, 2021.
After giving effect to the issuance and sale by
us of 1,050,000 common shares at a price of $3.0466 per share under the sales agreement with A.G.P. on November 12, 2021 (the “ATM
Issuance”), after deducting the sales agent fees payable by us, the pro forma net tangible book value as of June 30, 2021 would
have been approximately $9.1 million, or approximately $0.62 per share.
After giving effect to the assumed sale by us
of $7.45 million of our common shares at the assumed offering price of $1.51 per common share, which is the last reported sale price of
our common shares on The Nasdaq Capital Market on December 3, 2021, after deducting commissions and estimated offering expenses payable
by us, our pro forma as adjusted net tangible book value estimated as of June 30, 2021 would have been $16.3 million, representing $0.83
per common share. This represents an immediate increase in pro forma net tangible book value of $0.21 per common share to existing shareholders
and an immediate dilution in pro forma as adjusted net tangible book value of $0.68 per common share to new investors purchasing common
shares in this offering. Dilution for this purpose represents the difference between the price per common share paid by these purchasers
and net tangible book value per common share immediately after the completion of the offering. The as adjusted information is illustrative
only and will adjust based on the actual price to the public, the actual number of common shares sold and other terms of the offering
determined at the time our common shares are sold pursuant to this prospectus supplement.
The following table illustrates this dilution
to new investors purchasing common shares in the offering.
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Assumed offering price per share
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$
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1.51
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Historical net tangible book value per share as of June 30, 2021
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$
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0.44
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Increase in net tangible book value per share attributable to the ATM Issuance
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$
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0.18
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Pro forma net tangible book value per share as of June 30, 2021
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$
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0.62
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0.62
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Increase in pro forma net tangible book value per share attributable to this offering
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$
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0.21
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Pro forma as adjusted net tangible book value per share after this offering
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$
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0.83
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Dilution per share to new investors participating in this offering
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$
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0.68
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Percentage of dilution in net tangible book value per share for investors in this offering
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45
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%
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The above discussion and table are based on 13,643,130
common shares outstanding as of June 30, 2021 and excludes:
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1,146,854 of our common shares issuable upon the exercise of options outstanding as of June 30, 2021 at a weighted average exercise price of $1.79 per common share; and
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●
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246,102 common shares issuable upon the exercise of warrants outstanding as of June 30, 2021 at a weighted average exercise price of $59.77 per common share.
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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 0.9253 to USD 1.00, the official exchange rate quoted as of June 30, 2021 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 June 30, 2021 and have been provided solely for the convenience of the reader.
PLAN OF DISTRIBUTION
We have entered into the sales agreement with
A.G.P. under which we may issue and sell from time to time our common shares having an aggregate offering price of up to an additional
$7.45 million to or through A.G.P., acting as our sales agent, which is in addition to the approximately $6.45 million of our common shares
that have already been sold pursuant to the sales agreement through December 8, 2021, such that the aggregate amount of common shares
which we may sell through the sales agent pursuant to the sales agreement, including sales that have already occurred to date, is $13.9
million. The sales of our common shares, if any, under this prospectus supplement will be made at market prices by any method deemed to
be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the
Nasdaq Capital Market, on any other existing trading market for our common shares or to or through a market maker.
Each time that we wish to issue and sell our common
shares under the sales agreement, we will provide A.G.P. with a placement notice describing the amount of shares to be sold, the time
period during which sales are requested to be made, any limitation on the amount of common shares that may be sold in any single day,
any minimum price below which sales may not be made or any minimum price requested for sales in a given time period and any other instructions
relevant to such requested sales. Upon receipt of a placement notice, A.G.P., acting as our sales agent, will use commercially reasonable
efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules
of the Nasdaq Capital Market, to sell our common shares under the terms and subject to the conditions of the placement notice and the
sales agreement. We or A.G.P. may suspend the offering of our common shares pursuant to a placement notice upon notice and subject to
other conditions.
Settlement for sales of common shares, unless
the parties agree otherwise, will occur on the second trading day following the date on which any sales are made in return for payment
of the net proceeds to us. There are no arrangements to place any of the proceeds of this offering in an escrow, trust or similar account.
Sales of our common shares as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust
Company or by such other means as we and A.G.P. may agree upon.
We will pay A.G.P. commissions for its services
in acting as our sales agent in the sale of our common shares pursuant to the sales agreement. A.G.P. will be entitled to compensation
at a fixed commission rate of 3.0% of the gross proceeds from the sale of our common shares on our behalf pursuant to the sales agreement.
We estimate that the total expenses for this offering,
excluding compensation payable to A.G.P. and certain expenses reimbursable to A.G.P. under the terms of the sales agreement, will be approximately
$259,711. The remaining sales proceeds, after deducting any expenses payable by us and any transaction fees imposed by any governmental,
regulatory, or self-regulatory organization in connection with the sales, will equal our net proceeds for the sale of such common shares.
Because there are no minimum sale requirements
as a condition to this offering, the actual total public offering price, commissions and net proceeds to us, if any, are not determinable
at this time. The actual dollar amount and number of common shares we sell through this prospectus supplement will be dependent, among
other things, on market conditions and our capital raising requirements.
In connection with the sale of the common shares
on our behalf, A.G.P. will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation
of A.G.P. will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to A.G.P.
against certain civil liabilities, including liabilities under the Securities Act.
A.G.P. will not engage in any market making activities
involving our common shares while the offering is ongoing under this prospectus supplement if such activity would be prohibited under
Regulation M or other anti-manipulation rules under the Securities Act. As our sales agent, A.G.P. will not engage in any transactions
that stabilizes our common shares.
The offering pursuant to the sales agreement will
terminate upon the earlier of (i) the sale of all common shares subject to the sales agreement and (ii) termination of the sales agreement
as permitted therein. We may terminate the sales agreement in our sole discretion at any time by giving 3 business days’ prior notice
to A.G.P. A.G.P. may terminate the sales agreement under the circumstances specified in the sales agreement and in its sole discretion
at any time by giving 3 business days’ prior notice to us.
A.G.P. and/or its affiliates have provided, and
may in the future provide, various investment banking and other financial services for us, for which services they have received and may
in the future receive customary fees. In addition, A.G.P. received approximately $96,000 in connection
with the ATM Issuance, and A.G.P. served as a placement agent with respect to the registered direct offering of our common shares which
closed on December 4, 2020 and in which we paid them compensation of approximately $560,000.
This prospectus supplement in electronic format
may be made available on a website maintained by A.G.P., and A.G.P. may distribute this prospectus supplement electronically.
LEGAL MATTERS
Certain legal matters relating to the offering
of common shares under this prospectus supplement will be passed upon for us by Conyers Dill & Pearman Limited, Bermuda, special Bermuda
counsel to the Company, with respect to matters of Bermuda law and by Lowenstein Sandler LLP, New York, New York, with respect to matters
of U.S. law. Certain legal matters in connection with this offering will be passed upon for the sales agent by Sullivan & Worcester
LLP, New York, New York, with respect to U.S. law.
EXPERTS
The financial statements of Altamira Therapeutics
Ltd. as of December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020, incorporated by reference
in this prospectus supplement by reference to Altamira Therapeutics Ltd.’s Annual Report on Form 20-F for the year ended December
31, 2020, have been audited by Deloitte 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.
WHERE YOU CAN FIND MORE INFORMATION
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 materials we file with or furnish to the SEC are available to the public on the SEC’s Internet
website at www.sec.gov. Those filings are also available to the public on our corporate website at www.altamiratherapeutics.com.
Information contained on our website is not a part of this prospectus supplement and the inclusion of our website address in this prospectus
supplement is an inactive textual reference only.
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.
This prospectus supplement forms part of a registration
statement that we filed with the SEC. The registration statement contains more information than this prospectus supplement regarding us
and our Securities, including certain exhibits and schedules. You can obtain a copy of the registration statement from the SEC at the
address listed above or electronically at www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus supplement and the accompanying
prospectus are part of a registration statement on Form F-3 filed by us with the SEC. This prospectus supplement and the accompanying
prospectus do not contain all of the information set forth in the registration statement, certain parts of which are omitted in accordance
with the rules and regulations of the SEC. Statements contained in this prospectus supplement, the accompanying prospectus or the documents
incorporated by reference into this prospectus supplement or the accompanying prospectus as to the contents of any contract or other document
referred to are not necessarily complete and in each instance reference is made to the copy of that contract or other document filed with
or furnished to the SEC. For further information about us and the securities offered by this prospectus supplement, we refer you to the
registration statement and its exhibits and schedules which may be obtained as described herein.
The SEC allows us to “incorporate by reference”
the information contained in documents that we file with or furnish to it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement
and the accompanying prospectus, and information in documents that we subsequently file with or furnish to the SEC will automatically
update and supersede information in this prospectus supplement and the accompanying prospectus. We incorporate by reference the documents
listed below into this prospectus supplement, and any future filings made by us with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until the offering of all the securities by this prospectus supplement is completed, including
all filings made after the date of this prospectus supplement. We hereby incorporate by reference the documents listed below:
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●
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our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed on March 31, 2021;
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|
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●
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the description of our common shares contained in our Report on Form 6-K furnished on March 18, 2019, including any subsequent amendment or reports filed for the purpose of updating such description.
|
All subsequent annual reports on Form 20-F filed
by us and all subsequent reports on Form 6-K filed by us that are identified by us as being incorporated by reference shall be deemed
to be incorporated by reference into this prospectus supplement and deemed to be a part hereof after the date of this prospectus supplement,
but before the termination of the offering by this prospectus supplement.
We will provide each person to whom this prospectus
supplement is delivered a copy of all of the information that has been incorporated by reference into this prospectus supplement or the
accompanying prospectus, but not delivered with this prospectus supplement and the accompanying prospectus. You may obtain copies of these
filings, at no cost, by writing or telephoning us at Altamira Therapeutics Ltd., Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
or via telephone at (441) 295-5950.
You should rely only on the information contained
in this prospectus supplement, including information incorporated by reference as described above. We have not authorized anyone else
to provide you with different information. You should not assume the information in this prospectus supplement or the accompanying prospectus
is accurate as of any date other than the date on the front of those documents or that any document incorporated by reference is accurate
as of any date other than its filing date. You should not consider this prospectus to be an offer or solicitation relating to the securities
in any jurisdiction in which such an offer or solicitation relating to the securities is not authorized. Furthermore, you should not consider
this prospectus supplement to be an offer or solicitation relating to the securities if the person making the offer or solicitation is
not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation.
PROSPECTUS
$79,177,160
Common Shares, Debt Securities, Warrants, Purchase Contracts and Units offered by the Company
ALTAMIRA THERAPEUTICS LTD.
(incorporated in Bermuda)
We may offer, from time to time, in one or more
offerings, common shares, senior debt securities, subordinated debt securities, warrants, purchase contracts or units, which we collectively
refer to as the “securities.” The aggregate initial offering price of the securities that we may offer and sell under this
prospectus will not exceed $79,177,160. We may offer and sell any combination of the securities described in this prospectus in different
series, at times, in amounts, at prices and on terms to be determined at or prior to the time of each offering. This prospectus describes
the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms
of these securities in supplements to this prospectus. The prospectus supplements will also describe the specific manner in which these
securities will be offered and may also supplement, update or amend information contained in this prospectus. You should read this prospectus
and any applicable prospectus supplement before you invest.
The securities covered by this prospectus may
be offered through one or more underwriters, dealers and agents, or directly to purchasers. The names of any underwriters, dealers or
agents, if any, will be included in a supplement to this prospectus. For general information about the distribution of securities offered,
please see “Plan of Distribution” beginning on page 26.
Our common shares are listed on the Nasdaq Capital Market under the
symbol “CYTO”. On November 10, 2021, the last sale price of our common shares as reported by the Nasdaq Capital Market was
$1.50 per common share. As of November 10, 2021, the aggregate market value of our outstanding common shares held by non-affiliates was
approximately $29.5 million based on 13,779,561 outstanding common shares, of which approximately 12,322,223 common shares were held by
non-affiliates, and the last sale price of our common shares as reported by the Nasdaq Capital Market of $2.39 per common share on September
24, 2021. We have offered approximately $8.0 million of our common shares pursuant to General Instruction I.B.5 of Form F-3 during the
prior 12 calendar month period that ends on, and includes, the date of this prospectus.
Investing in our securities involves risks.
See “Risk Factors” beginning on page 2 of this prospectus.
Neither the U.S. Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
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 December 8, 2021.
We have not authorized anyone to provide any
information other than that contained or incorporated by reference in this prospectus or any related prospectus supplement or in any free
writing prospectus prepared by or on behalf of us or to which we have referred you. We have not authorized anyone to provide you with
different or additional information. We take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. We are not making an offer of securities in any state where the offer is not permitted. You should not assume
that the information contained in or incorporated by reference in this prospectus is accurate as of any date other than the date on the
front of this prospectus.
table
of contents
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 AG (formerly
Auris Medical AG), or Auris Medical (Switzerland), together with its subsidiaries, prior to our corporate reorganization by way of the
merger of Auris Medical Holding AG into Auris Medical NewCo Holding AG (the “Merger”), a newly incorporated, wholly-owned
Swiss subsidiary on March 13, 2018 (i.e. to the transferring entity), (ii) Auris Medical Holding AG (formerly Auris Medical NewCo Holding
AG), together with its subsidiaries after the Merger (i.e. to the surviving entity) and prior to the Redomestication (as defined below)
and (iii) to Auris Medical Holding Ltd., a Bermuda company, or Auris Medical (Bermuda), the successor issuer to 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
March 18, 2019. The trademarks, trade names and service marks appearing in this prospectus are property of their respective owners.
On May 1, 2019, the Company effected a one-for-twenty
reverse share split (the “2019 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 have been retrospectively adjusted
for the 2019 Reverse Share Split. Following shareholders’ approval at an extraordinary general meeting of shareholders held on July
21, 2021 we changed our name to Altamira Therapeutics Ltd.
Unless indicated or the context otherwise requires,
(i) all references in this prospectus to our common shares as of any date prior to March 13, 2018 refer to the common shares of Auris
Medical (Switzerland) (having a nominal value of CHF 0.40 per share (pre-2019 Reverse Share Split)) prior to the 10:1 “reverse share
split” effected through the Merger, (ii) all references to our common shares as of, and after, March 13, 2018 and prior to the Redomestication
refer to the common shares of Auris Medical (Switzerland) (having a nominal value of CHF 0.02 per share (pre-2019 Reverse Share Split))
after the 10:1 “reverse share split” effected through the Merger, (iii) all references to our common shares as of, and after,
the Redomestication on March 18, 2019 refer to the common shares of the Company (having a par value of CHF 0.02 per share (pre-2019 Reverse
Share Split)), and (iv) the Company’s common shares on or after May 1, 2019, the date of the 2019 Reverse Share Split, have a par
value of CHF 0.40. As of June 30, 2020, the Company reduced the par value of its shares to CHF 0.01 each.
The terms “dollar,” “USD”
or “$” refer to U.S. dollars and the term “Swiss Franc” and “CHF” refer to the legal currency of Switzerland.
About
This Prospectus
This prospectus is part of a registration statement
that we filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. Under this
shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings. This prospectus provides
you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that
will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information
described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
We have filed or incorporated by reference exhibits
to the registration statement of which this prospectus forms a part. You should read the exhibits carefully for provisions that may be
important to you.
Neither the delivery of this prospectus nor
any sale made under it implies that there has been no change in our affairs or that the information in this prospectus is correct as of
any date after the date of this prospectus. You should not assume that the information in this prospectus, including any information incorporated
in this prospectus by reference, the accompanying prospectus supplement or any free writing prospectus prepared by us, is accurate as
of any date other than the date on the front of those documents. Our business, financial condition, results of operations and prospects
may have changed since that date.
You should not assume that the information contained
in this prospectus is accurate as of any other date.
Special
Note Regarding Forward-Looking Statements
This prospectus and the financial statements and
other documents incorporated by reference in this prospectus contain 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 of
1933, as amended, or 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:
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our operation as a development-stage
company with limited operating history and a history of operating losses;
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the COVID-19 outbreak, which
continues to evolve, and which could significantly disrupt our preclinical studies and clinical trials, and therefore our receipt of
necessary regulatory approvals;
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our need for substantial additional
funding to continue the development of our product candidates before we can expect to become profitable from sales of our products and
the possibility that we may be unable to raise additional capital when needed, particularly in light of the global outbreak of the novel
coronavirus, which continues to evolve;
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the timing, scope, terms and
conditions of a potential divestiture or spin-off of the Company’s traditional business as well as the cash such transaction(s)
may generate;
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the market acceptance and resulting
sales from Bentrio™ in international markets;
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our dependence on the success
of AM-125, AM-201, AM-401, Keyzilen® (AM-101) and Sonsuvi® (AM-111), which are still in preclinical or clinical development,
may eventually prove to be unsuccessful;
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the chance that we may become
exposed to costly and damaging liability claims resulting from the testing of our product candidates in the clinic or in the commercial
stage;
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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,
particularly in light of the global outbreak of the novel coronavirus, which continues to evolve;
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uncertainty surrounding whether
any of our product candidates will receive regulatory approval, which is necessary before they can be commercialized;
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if our product candidates obtain
regulatory approval, our product candidates being subject to expensive, ongoing obligations and continued regulatory overview;
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enacted and future legislation
may increase the difficulty and cost for us to obtain marketing approval and commercialization;
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the chance that we do not obtain
orphan drug exclusivity for Sonsuvi®, which would allow our competitors to sell products that treat the same conditions;
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dependence on governmental
authorities and health insurers establishing adequate reimbursement levels and pricing policies;
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our products may not gain market
acceptance, in which case we may not be able to generate product revenues;
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our reliance on our current
strategic relationships with INSERM or Xigen and the potential success or failure of strategic relationships, joint ventures or mergers
and acquisitions transactions;
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our reliance on third parties
to conduct our nonclinical and clinical trials and on third-party, single-source suppliers to supply or produce our product candidates;
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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;
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our ability to meet the continuing
listing requirements of Nasdaq and remain listed on The Nasdaq Capital Market;
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the chance that certain intangible
assets related to our product candidates will be impaired; and
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other risk factors discussed
under “Risk Factors” beginning on page 2.
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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.
Prospectus
Summary
The following summary highlights some information
from this prospectus. It is not complete and does not contain all of the information that you should consider before making an investment
decision. You should read this entire prospectus, including the “Risk Factors” section on page 2 and the disclosures
to which that section refers you, the financial statements and related notes and the other more detailed information appearing elsewhere
or incorporated by reference into this prospectus before investing in any of the securities described in this prospectus.
Overview
We are a clinical-and commercial-stage biopharmaceutical
company developing therapeutics that address important unmet medical needs. We are currently active in three areas: the development of
RNA therapeutics for extrahepatic therapeutic targets (OligoPhore™ / SemaPhore™ platforms; preclinical), nasal sprays for
protection against airborne viruses and allergens (Bentrio™; commercial) or the treatment of vertigo (AM-125; Phase 2), and the
development of therapeutics for intratympanic treatment of tinnitus or hearing loss (Keyzilen® and Sonsuvi®, Phase 3). We have
announced our intention to reposition the Company around RNA therapeutics while exploring strategic options to either divest our traditional
businesses or spin them off as a separate entity to shareholders.
Corporate Information
We are an exempted company organized under the
laws of Bermuda. We began our current operations in 2003. On April 22, 2014, we changed our name from Auris Medical AG to Auris Medical
Holding AG and transferred our operational business to our newly incorporated subsidiary Auris Medical AG, which is now our main operating
subsidiary. On March 13, 2018, we effected a corporate reorganization through the Merger into a newly formed holding company for the purpose
of effecting the equivalent of a 10-1 “reverse share split”. Following shareholder approval at an extraordinary general meeting
of shareholders held on March 8, 2019 and upon the issuance of a certificate of continuance by the Registrar of Companies in Bermuda on
March 18, 2019, the Company discontinued as a Swiss company and, pursuant to Article 163 of the Swiss Federal Act on Private International
Law and pursuant to Section 132C of the Companies Act 1981 of Bermuda (the “Companies Act”), continued existence under the
Companies Act as a Bermuda company with the name “Auris Medical Holding Ltd.” (the “Redomestication”). Following
shareholders’ approval at an extraordinary general meeting of shareholders held on July 21, 2021 we changed our name to Altamira
Therapeutics Ltd. Our registered office is located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda, telephone number +1 (441)
295 5950.
We maintain a website at www.altamiratherapeutics.com
where general information about us is available. Investors can obtain copies of our filings with the Securities and Exchange Commission,
or SEC, from this site free of charge, as well as from the SEC website at www.sec.gov. We are not incorporating the contents of our website
into this prospectus.
Risk
Factors
Before making a decision to invest in our securities,
you should carefully consider the risks described under “Risk Factors” in the applicable prospectus supplement and in our
then most recent Annual Report on Form 20-F, and in any updates to those risk factors in our reports on Form 6-K incorporated herein,
together with all of the other information appearing or incorporated by reference in this prospectus and any applicable prospectus supplement,
in light of your particular investment objectives and financial circumstances.
Use
of Proceeds
Unless otherwise indicated in a prospectus supplement,
the net proceeds from our sale of the securities will be used for general corporate purposes and other business opportunities.
Description
of Share Capital and BYE-LAWS
General
We are an exempted company incorporated under
the laws of Bermuda. We began our current operations in 2003 as a corporation organized in accordance with Swiss law and domiciled in
Switzerland under the name Auris Medical AG, and our name was changed to Auris Medical Holding AG on April 22, 2014. Following the Merger
on March 13, 2018, the surviving entity was named Auris Medical Holding AG. Upon the issuance of a certificate of continuance by the Registrar
of Companies in Bermuda on March 18, 2019, the Redomestication was effected and we continued in Bermuda pursuant to Section 132C of the
Companies Act as a Bermuda company, subject to the Companies Act and other Bermuda laws, with the name “Auris Medical Holding Ltd.”
On July 21, 2021 we changed our name to Altamira Therapeutics Ltd. Our registered office is located at Clarendon House, 2 Church Street,
Hamilton HM 11, Bermuda.
Our Memorandum of Continuance provides that the
objects of our business are unrestricted, and we have the capacity, rights, powers and privileges of a natural person.
Since the Redomestication, other than the 2019
Reverse Share Split and as otherwise described herein, there have been no material changes to our share capital, mergers, amalgamations
or consolidations of us or any of our subsidiaries, no material changes in the mode of conducting our business, no material changes in
the types of products produced or services rendered and no name changes. There have been no bankruptcy, receivership or similar proceedings
with respect to us or our subsidiaries.
There have been no public takeover offers by third
parties for our shares nor any public takeover offers by us for the shares of another company which have occurred during the last or current
financial years.
Share Capital
As of November 6, 2021, our authorized share capital
consisted of 25,000,000 common shares, par value CHF 0.01 per share, and 20,000,000 preference shares, par value CHF 0.02 per share, and
there were 13,779,561 common shares issued and outstanding, excluding 1,146,854 common shares issuable upon exercise of options and 246,102
common shares issuable upon exercise of warrants, and no preference shares issued and outstanding. All of our issued and outstanding shares
are fully paid.
Pursuant to our Bye-laws, subject to any resolution
of the shareholders to the contrary, our board of directors is authorized to issue any of our authorized but unissued shares. There are
no limitations on the right of non-Bermudians or non-residents of Bermuda to hold or vote our shares.
Common Shares
Holders of common shares have no pre-emptive,
redemption, conversion or sinking fund rights. Holders of common shares are entitled to one vote per share on all matters submitted to
a vote of holders of common shares. Unless a different majority is required by law or by our Bye-laws, resolutions to be approved by holders
of common shares require approval by a simple majority of votes cast at a general meeting at which a quorum is present.
In the event of our liquidation, dissolution or
winding up, the holders of common shares are entitled to share equally and ratably in our assets, if any, remaining after the payment
of all of our debts and liabilities, subject to any liquidation preference on any issued and outstanding preference shares.
Preference Shares
Pursuant to Bermuda law and our Bye-laws, our
board of directors by resolution may establish one or more series of preference shares having such number of shares, designations, dividend
rates, relative voting rights, conversion or exchange rights, redemption rights, liquidation rights and other relative participation,
optional or other special rights, qualifications, limitations or restrictions as may be fixed by the board without any further shareholder
approval. Such rights, preferences, powers and limitations as may be established could have the effect of discouraging an attempt to obtain
control of us.
Dividend Rights
Under Bermuda law, the board of directors may
declare a dividend without shareholder approval, but a company may not declare or pay dividends if there are reasonable grounds for believing
that: (i) the company is, or would after the payment be, unable to pay its liabilities as they become due; or (ii) the realizable value
of its assets would thereby be less than its liabilities. Under our Bye-laws, each common share is entitled to dividends if, as and when
dividends are declared by our board of directors, subject to any preferred dividend right of the holders of any preference shares.
Variation of Rights
If at any time we have more than one class of
shares, the rights attaching to any class, unless otherwise provided for by the terms of issue of the relevant class, may be varied either:
(i) with the consent in writing of the holders of 75% of the issued shares of that class; or (ii) with the sanction of a resolution passed
by a majority of the votes cast at a general meeting of the relevant class of shareholders at which a quorum consisting of at least two
or more persons holding or representing issued and outstanding shares of the relevant class is present. Our Bye-laws specify that the
creation or issue of shares ranking equally with existing shares will not, unless expressly provided by the terms of issue of existing
shares, vary the rights attached to existing shares. In addition, the creation or issue of preference shares ranking prior to common shares
will not be deemed to vary the rights attached to common shares or, subject to the terms of any other series of preference shares, to
vary the rights attached to any other series of preference shares.
Transfer of Shares
Our board of directors may in its absolute discretion
and without assigning any reason refuse to register the transfer of a share that it is not fully paid. Our board of directors may also
refuse to recognize an instrument of transfer of a share unless it is accompanied by the relevant share certificate and such other evidence
of the transferor’s right to make the transfer as our board of directors shall reasonably require. Subject to these restrictions,
a holder of common shares may transfer the title to all or any of his common shares by completing a form of transfer in the form set out
in our Bye-laws (or as near thereto as circumstances admit) or in such other common form as the board may accept. The instrument of transfer
must be signed by the transferor and transferee, although in the case of a fully paid share our board of directors may accept the instrument
signed only by the transferor.
Share Split and Reverse Share Split effected by consolidating
our common shares
Our board of directors may in its absolute discretion
and without further approval of shareholders divide, consolidate or sub-divide our share capital in any manner permitted by the Companies
Act, including approving a reverse share split by consolidating our common shares (together with a corresponding increase in the par value
thereof) in a ratio determined by the board of directors. Our Bye-laws also provide that upon an alteration or reduction of share capital
where fractions of shares or some other difficulty would arise, our board of directors may deal with or resolve the same in any manner
as it thinks fit.
Meeting of Shareholders
Under Bermuda law, a company is required to convene
at least one general meeting of shareholders each calendar year (the “annual general meeting”). However, the members may by
resolution waive this requirement, either for a specific year or period of time, or indefinitely. When the requirement has been so waived,
any member may, on notice to the company, terminate the waiver, in which case an annual general meeting must be called.
Bermuda law provides that a special general meeting
of shareholders may be called by the board of directors of a company and must be called upon the request of shareholders holding not less
than 10% of the paid-up capital of the company carrying the right to vote at general meetings. Bermuda law also requires that shareholders
be given at least five days’ advance notice of a general meeting, but the accidental omission to give notice to any person does
not invalidate the proceedings at a meeting. Our Bye-laws provide that the board of directors may convene an annual general meeting or
a special general meeting. Under our Bye-laws, at least 14 days’ notice of an annual general meeting or a special general meeting
must be given to each shareholder entitled to vote at such meeting. This notice requirement is subject to the ability to hold such meetings
on shorter notice if such notice is agreed: (i) in the case of an annual general meeting by all of the shareholders entitled to attend
and vote at such meeting; or (ii) in the case of a special general meeting by a majority in number of the shareholders entitled to attend
and vote at the meeting holding not less than 95% in nominal value of the shares entitled to vote at such meeting. The quorum required
for a general meeting of shareholders is two or more persons present in person at the start of the meeting and representing in person
or by proxy issued and outstanding common shares.
Access to Books and Records and Dissemination of Information
Members of the general public have a right to
inspect the public documents of a company available at the office of the Registrar of Companies in Bermuda. These documents include the
company’s memorandum of association (or memorandum of continuance), including its objects and powers, and certain alterations to
the memorandum of association (or memorandum of continuance). The shareholders have the additional right to inspect the bye-laws of the
company, minutes of general meetings and the company’s audited financial statements, which must be presented to the annual general
meeting. The register of members of a company is also open to inspection by shareholders and by members of the general public without
charge. The register of members is required to be open for inspection for not less than two hours in any business day (subject to the
ability of a company to close the register of members for not more than thirty days in a year). A company is required to maintain its
share register in Bermuda but may, subject to the provisions of the Companies Act, establish a branch register outside of Bermuda. A company
is required to keep at its registered office a register of directors and officers that is open for inspection for not less than two hours
in any business day by members of the public without charge. A company is also required to file with the Registrar of Companies in Bermuda
a list of its directors to be maintained on a register, which register will be available for public inspection subject to such conditions
as the Registrar may impose and on payment of such fee as may be prescribed. Bermuda law does not, however, provide a general right for
shareholders to inspect or obtain copies of any other corporate records.
Election and Removal of Directors
Our Bye-laws provide that our board shall consist
of three directors or such greater number as the board may determine. Our board of directors currently consists of six directors. Each
director shall hold office for such term as the shareholders may determine or, in their absence of such determination, until the next
annual general meeting or until their successors are elected or appointed or their office is otherwise vacated.
Any shareholder or shareholders holding or representing
not less than 5% of the total voting rights wishing to propose for election as a director someone who is not an existing director or is
not proposed by our board must give notice of the intention to propose the person for election. Where a director is to be elected at an
annual general meeting, that notice must be given not less than 90 days nor more than 120 days before the anniversary of the last annual
general meeting prior to the giving of the notice or, in the event the annual general meeting is called for a date that is not 30 days
before or after such anniversary the notice must be given not later than 10 days following the earlier of the date on which notice of
the annual general meeting was posted to members or the date on which public disclosure of the date of the annual general meeting was
made. Where a director is to be elected at a special general meeting, that notice must be given not later than 10 days following the earlier
of the date on which notice of the special general meeting was posted to members or the date on which public disclosure of the date of
the special general meeting was made.
A director may be removed, with cause, by the
shareholders, provided notice of the shareholders meeting convened to remove the director is given to the director. The notice must contain
a statement of the intention to remove the director and must be served on the director not less than fourteen days before the meeting.
The director is entitled to attend the meeting and be heard on the motion for his removal.
Proceedings of Board of Directors
Our Bye-laws provide that our business is to be
managed and conducted by our board of directors. Bermuda law permits individual and corporate directors and there is no requirement in
our Bye-laws or Bermuda law that directors hold any of our shares. There is also no requirement in our Bye-laws or Bermuda law that our
directors must retire at a certain age.
The remuneration of our directors is determined
by our board of directors, and there is no requirement that a specified number or percentage of “independent” directors
must approve any such determination. Our directors may also be paid all travel, hotel and other expenses properly incurred by them in
connection with our business or their duties as directors.
Provided a director discloses a direct or indirect
interest in any contract or arrangement with us as required by Bermuda law, such director is entitled to vote in respect of any such contract
or arrangement in which he or she is interested unless he or she is disqualified from voting by the chairman of the relevant board meeting.
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.
Our Bye-laws 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 purchased
and maintain a directors’ and officers’ liability policy for such a purpose.
Amendment of Memorandum of Continuance and Bye-laws
Bermuda law provides that the memorandum of association
(or memorandum of continuance) of a company may be amended by a resolution passed at a general meeting of shareholders. Our Bye-laws provide
that no bye-law shall be rescinded, altered or amended, and no new bye-law shall be made, unless it shall have been approved by a resolution
of our board of directors and by a resolution of our shareholders. In the case of certain bye-laws, such as the Bye-laws relating to election
and removal of directors, approval of business combinations and amendment of bye-law provisions, the required resolutions must include
the affirmative vote of at least 66 2∕3% of our directors then in office and of at least 66 2∕3% percent of the votes attaching
to all shares in issue.
Under Bermuda law, the holders of an aggregate
of not less than 20% in par value of a company’s issued share capital or any class thereof have the right to apply to the Supreme
Court of Bermuda for an annulment of any amendment of the memorandum of association (or memorandum of continuance) adopted by shareholders
at any general meeting, other than an amendment which alters or reduces a company’s share capital as provided in the Companies Act.
Where such an application is made, the amendment becomes effective only to the extent that it is confirmed by the Bermuda court. An application
for an annulment of an amendment of the memorandum of association (or memorandum of continuance) must be made within twenty-one days after
the date on which the resolution altering the company’s memorandum of association (or memorandum of continuance) is passed and may
be made on behalf of persons entitled to make the application by one or more of their number as they may appoint in writing for the purpose.
No application may be made by shareholders voting in favor of the amendment.
Amalgamations, Mergers and Business Combinations
The amalgamation or merger of a Bermuda company
with another company or corporation (other than certain affiliated companies) requires an amalgamation or merger agreement that is approved
by the company’s board of directors and by its shareholders. Unless the company’s bye-laws provide otherwise, the approval
of 75% of the shareholders voting at such meeting is required to approve the amalgamation or merger agreement, and the quorum for such
meeting must be two persons holding or representing more than one-third of the issued shares of the company. Our Bye-laws provide that
an amalgamation or a merger (other than with a wholly owned subsidiary or as described below) that has been approved by the board must
only be approved by a majority of the votes cast at a general meeting of the shareholders at which the quorum shall be two or more persons
present in person and representing in person or by proxy issued and outstanding common voting shares. Any amalgamation or merger or other
business combination (as defined in the Bye-laws) not approved by our board of directors must be approved by the holders of not less than
66 2∕3% of all votes attaching to all shares then in issue entitling the holder to attend and vote on the resolution.
Under Bermuda law, in the event of an amalgamation
or merger of a Bermuda company with another company or corporation, a shareholder of the Bermuda company who did not vote in favor of
the amalgamation or merger and who is not satisfied that fair value has been offered for such shareholder’s shares may, within one
month of notice of the shareholders meeting, apply to the Supreme Court of Bermuda to appraise the fair value of those shares.
Our Bye-laws contain provisions regarding “business
combinations” with “interested shareholders”. Pursuant to our Bye-laws, in addition to any other approval that may be
required by applicable law, any business combination with an interested shareholder within a period of three years after the date of the
transaction in which the person became an interested shareholder must be approved by our board and authorized at an annual or special
general meeting by the affirmative vote of at least 66 2∕3% of our issued and outstanding voting shares that are not owned by the
interested shareholder, unless: (i) prior to the time that the shareholder becoming an interested shareholder, our board of directors
approved either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder; or (ii)
upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned
at least 85% of our issued and outstanding voting shares at the time the transaction commenced. For purposes of these provisions, “business
combinations” include mergers, amalgamations, consolidations and certain sales, leases, exchanges, mortgages, pledges, transfers
and other dispositions of assets, issuances and transfers of shares and other transactions resulting in a financial benefit to an interested
shareholder. An “interested shareholder” is a person that beneficially owns 15% or more of our issued and outstanding voting
shares and any person affiliated or associated with us that owned 15% or more of our issued and outstanding voting shares at any time
three years prior to the relevant time.
Compulsory Acquisition of Shares Held by Minority Holders
An acquiring party is generally able to acquire
compulsorily the common shares of minority holders in the following ways:
(1) By a procedure under the Companies Act known
as a “scheme of arrangement.” A scheme of arrangement could be effected by obtaining the agreement of the company and of holders
of its shares (or any class of shares), representing in the aggregate a majority in number and at least 75% in value of the shares or
class of shares present and voting at a court ordered meeting held to consider the scheme or arrangement. The scheme of arrangement must
then be sanctioned by the Bermuda Supreme Court. If a scheme of arrangement receives all necessary agreements and sanctions, upon the
filing of the court order with the Registrar of Companies in Bermuda, all holders of common shares could be compelled to sell their shares
under the terms of the scheme or arrangement.
(2) If the acquiring party is a company it may
compulsorily acquire all the shares of the target company, by acquiring pursuant to a tender offer 90% of the shares or class of shares
not already owned by, or by a nominee for, the acquiring party (the offeror), or any of its subsidiaries. If an offeror has, within four
months after the making of an offer for all the shares or class of shares not owned by, or by a nominee for, the offeror, or any of its
subsidiaries, obtained the approval of the holders of 90% or more of all the shares to which the offer relates, the offeror may, at any
time within two months beginning with the date on which the approval was obtained, require by notice any nontendering shareholder to transfer
its shares on the same terms as the original offer. In those circumstances, nontendering shareholders will be compelled to sell their
shares unless the Supreme Court of Bermuda (on application made within a one-month period from the date of the offeror’s notice
of its intention to acquire such shares) orders otherwise.
(3) Where one or more parties holds not less than
95% of the shares or a class of shares of a company, such holder(s) may, pursuant to a notice given to the remaining shareholders or class
of shareholders, acquire the shares of such remaining shareholders or class of shareholders. When this notice is given, the acquiring
party is entitled and bound to acquire the shares of the remaining shareholders on the terms set out in the notice, unless a remaining
shareholder, within one month of receiving such notice, applies to the Supreme Court of Bermuda for an appraisal of the value of its shares.
This provision only applies where the acquiring party offers the same terms to all holders of shares whose shares are being acquired.
Anti-Takeover Provisions
Two-thirds supermajority shareholder voting
requirement: Our Bye-laws provide that, except to the extent that a proposal has received the prior approval of the board, the approval
of an amalgamation, merger or consolidation with or into any other person shall require the affirmative vote of not less than 66 2∕3%
of all votes attaching to all shares then in issue entitling the holder to attend and vote on the resolution (except for certain “business
combinations” with “interested shareholders” as set forth in Amalgamations, Mergers and Business Combinations above).
Amendments to the Bye-laws: Our Bye-laws
provide that no bye-law may be rescinded, altered or amended and no new bye-law may be made until the same has been approved by a resolution
of the board and by a resolution of the shareholders. In the case of certain bye-laws, such as the Bye-laws relating to election and removal
of directors, approval of business combinations and amendment of bye-law provisions, the required resolutions must include the affirmative
vote of at least 66 2∕3% of our directors then in office and of at least 66 2∕3% percent of the votes attaching to all issued
and outstanding shares.
Limitations on the election of directors:
Our Bye-laws provide that a person may be proposed for election or appointment as a director at a general meeting either by the board
or by one or more shareholders holding our shares which in the aggregate carry not less than 5% of the voting rights in respect of the
election of directors. In addition, unless a person is proposed for election or appointment as a director by the board, when a person
is proposed for appointment or election as a director, written notice of the proposal must be given to us as follows. Where a director
is to be appointed or elected: (1) at an annual general meeting, such notice must be given not less than 90 days nor more than 120 days
before the anniversary of the last annual general meeting prior to the giving of the notice or, in the event the annual general meeting
is called for a date that is not 30 days before or after such anniversary the notice must be given not later than 10 days following the
earlier of the date on which notice of the annual general meeting was posted to shareholders or the date on which public disclosure of
the date of the annual general meeting was made; and (2) at a special general meeting, such notice must be given not later than 10 days
following the earlier of the date on which notice of the special general meeting was posted to shareholders or the date on which public
disclosure of the date of the special general meeting was made.
Shareholder Suits
Class actions and derivative actions are generally
not available to shareholders under Bermuda law. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to
commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate
power of the company or illegal, or would result in the violation of the company’s memorandum of association (or memorandum of continuance)
or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority
shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that
which actually approved it.
When the affairs of a company are being conducted
in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to
the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company’s
affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company.
Our Bye-laws contain a provision by virtue of
which our shareholders waive any claim or right of action that they have, both individually and on our behalf, against any director or
officer in relation to any action or failure to take action by such director or officer, except in respect of any fraud or dishonesty
of such director or officer. The SEC has advised that the operation of this provision as a waiver of the right to sue for violations of
federal securities laws would likely be unenforceable in U.S. courts.
Capitalization of Profits and Reserves
Pursuant to our Bye-laws, our board of directors
may (i) capitalize any part of the amount of our share premium or other reserve accounts or any amount credited to our profit and loss
account or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid bonus shares
pro-rata (except in connection with the conversion of shares) to the shareholders; or (ii) capitalize any sum standing to the credit of
a reserve account or sums otherwise available for dividend or distribution by paying up in full, partly paid or nil paid shares of those
shareholders who would have been entitled to such sums if they were distributed by way of dividend or distribution.
Exchange controls
We have received consent under the Exchange Control
Act 1972 from the Bermuda Monetary Authority for the issue and transfer of the common shares to and between non-residents of Bermuda for
exchange control purposes provided our shares remain listed on an appointed stock exchange, which includes the Nasdaq Capital Market.
In granting such consent the Bermuda Monetary Authority accepts no responsibility for our financial soundness or the correctness of any
of the statements made or opinions expressed in this prospectus.
Registrar or Transfer Agent
A register of holders of the common shares is
maintained by Conyers Corporate Services (Bermuda) Limited in Bermuda, and a branch register is maintained in the United States by American
Stock Transfer & Trust Company, LLC, who will serve as branch registrar and transfer agent.
Untraced Shareholders
Our Bye-laws provide that our board of directors
may forfeit any dividend or other monies payable in respect of any shares which remain unclaimed for six years from the date when such
monies became due for payment. In addition, we are entitled to cease sending dividend warrants and checks by post or otherwise to a shareholder
if such instruments have been returned undelivered to, or left uncashed by, such shareholder on at least two consecutive occasions or,
following one such occasion, reasonable enquires have failed to establish the shareholder’s new address. This entitlement ceases
if the shareholder claims a dividend or cashes a dividend check or a warrant.
Certain Provisions of Bermuda Law
We have been designated by the Bermuda Monetary
Authority as a non-resident for Bermuda exchange control purposes. This designation allows us to engage in transactions in currencies
other than the Bermuda dollar, and there are no restrictions on our ability to transfer funds (other than funds denominated in Bermuda
dollars) in and out of Bermuda or to pay dividends to United States residents who are holders of our common shares.
We have received consent from the Bermuda Monetary
Authority for the issue and free transferability of all of our common shares to and between non-residents of Bermuda for exchange control
purposes, provided our shares remain listed on an appointed stock exchange, which includes the Nasdaq Capital Market. Approvals or permissions
given by the Bermuda Monetary Authority do not constitute a guarantee by the Bermuda Monetary Authority as to our performance or creditworthiness.
Accordingly, in giving such consent or permissions, the Bermuda Monetary Authority shall not be liable for the financial soundness, performance
or default of our business or for the correctness of any opinions or statements expressed in this prospectus. Certain issues and transfers
of common shares involving persons deemed resident in Bermuda for exchange control purposes require the specific consent of the Bermuda
Monetary Authority.
In accordance with Bermuda law, share certificates
are only issued in the names of companies, partnerships or individuals. In the case of a shareholder acting in a special capacity (for
example as a trustee), certificates may, at the request of the shareholder, record the capacity in which the shareholder is acting. Notwithstanding
such recording of any special capacity, we will not be bound to investigate or see to the execution of any such trust. We will take no
notice of any trust applicable to any of our shares, whether or not we have been notified of such trust.
Stock Exchange Listing
Our common shares are listed on the Nasdaq Capital
Market under the symbol “CYTO”.
The Depository Trust Company
Initial settlement of any common shares to be
issued pursuant to this prospectus will take place through The Depository Trust Company, or DTC, in accordance with its customary settlement
procedures for equity securities. Each person owning common shares held through DTC must rely on the procedures thereof and on institutions
that have accounts therewith to exercise any rights of a holder of the shares.
COMPARISON OF BERMUDA LAW AND DELAWARE LAW
The Bermuda laws applicable to Bermuda companies
and their shareholders differ from laws applicable to U.S. corporations and their shareholders. The following table summarizes significant
differences in shareholder rights between the provisions of the Companies Act applicable to our company and the Delaware General Corporation
Law applicable to companies incorporated in Delaware and their shareholders. Please note that this is only a general summary of certain
provisions applicable to companies in Delaware. Certain Delaware companies may be permitted to exclude certain of the provisions summarized
below in their charter documents.
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DELAWARE CORPORATE LAW
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BERMUDA CORPORATE LAW
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Mergers and similar arrangements
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Under the Delaware General Corporation Law, with certain exceptions, a merger, consolidation, sale, lease or transfer of all or substantially all of the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by a court) in lieu of the consideration such shareholder would otherwise receive in the transaction. The Delaware General Corporation Law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90.0% of each class of capital stock without a vote by the shareholders of such subsidiary. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights.
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The amalgamation or merger of a Bermuda company with another company or corporation (other than certain affiliated companies) requires the amalgamation or merger agreement to be approved by the company’s board of directors and by its shareholders. Unless the company’s bye-laws provide otherwise, the approval of 75% of the shareholders voting at a general meeting is required to approve the amalgamation or merger agreement, and the quorum for such meeting must be two persons holding or representing more than one-third of the issued shares of the company. Our Bye-laws provide that a merger or an amalgamation (other than with a wholly owned subsidiary or as described below) that has been approved by the board must only be approved by a majority of the votes cast at a general meeting of the shareholders at which the quorum shall be two or more persons present in person and representing in person or by proxy issued and outstanding voting shares.
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Our Bye-laws contain provisions regarding “business combinations” with “interested shareholders”. Pursuant to our Bye-laws, in addition to any other approval that may be required by applicable law, any business combination with an interested shareholder within a period of three years after the date of the transaction in which the person became an interested shareholder must be approved by our board and authorized at an annual or special general meeting by the affirmative vote of at least 66 and 2∕3rds% of our issued and outstanding voting shares that are not owned by the interested shareholder, unless: (i) prior to the time that the shareholder becoming an interested shareholder, our board of directors approved either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder; or (ii) upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of our issued and outstanding voting shares at the time the transaction commenced. For purposes of these provisions, “business combinations” include mergers, amalgamations, consolidations and certain sales, leases, exchanges, mortgages, pledges, transfers and other dispositions of assets, issuances and transfers of shares and other transactions resulting in a financial benefit to an interested shareholder. An “interested shareholder” is a person that beneficially owns 15% or more of our issued and outstanding voting shares and any person affiliated or associated with us that owned 15% or more of our issued and outstanding voting shares at any time three years prior to the relevant time.
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DELAWARE CORPORATE LAW
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BERMUDA CORPORATE LAW
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Under Bermuda law, in the event of an amalgamation or merger of a Bermuda company with another company or corporation, a shareholder of the Bermuda company who did not vote in favor of the amalgamation or merger and who is not satisfied that fair value has been offered for such shareholder’s shares may, within one month of notice of the shareholders meeting, apply to the Supreme Court of Bermuda to appraise the fair value of those shares. Note that each share of an amalgamating or merging company carries the right to vote in respect of an amalgamation or merger whether or not is otherwise carries the right to vote.
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Shareholders’ suits
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Class actions and derivative actions generally are available to shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.
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Class actions and derivative actions are generally not available to shareholders under Bermuda law. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it.
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When the affairs of a company are being conducted in a manner which
is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court
of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company’s affairs in the
future or ordering the purchase of the shares of any shareholders by other shareholders or by the company.
Our Bye-laws contain a provision by virtue of which our shareholders
waive any claim or right of action that they have, both individually and on our behalf, against any director or officer in relation to
any action or failure to take action by such director or officer, except in respect of any fraud or dishonesty of such director or officer.
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Shareholder vote on board and management compensation
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Under the Delaware General Corporation Law, the board of directors has the authority to fix the compensation of directors, unless otherwise restricted by the certificate of incorporation or bylaws.
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Our Bye-laws contain a provision that the board of directors has the power to determine the remuneration, if any, of the directors.
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Annual vote on board renewal
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Unless directors are elected by written consent in lieu of an annual meeting, directors are elected in an annual meeting of stockholders on a date and at a time designated by or in the manner provided in the bylaws. Re-election is possible.
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Our Bye-laws provide that the directors shall hold office for such term as the shareholders may determine or, in their absence of such determination, until the next annual general meeting, or until their successors are elected or appointed or their office is otherwise vacated. Re-election is possible.
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Classified boards are permitted.
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Provision for staggered boards of directors may be included in a company’s bye-laws.
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DELAWARE CORPORATE LAW
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BERMUDA CORPORATE LAW
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Indemnification of directors and executive management and limitation of liability
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The Delaware General Corporation Law provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal liability of directors (but not other controlling persons)
of the corporation for monetary damages for breach of a fiduciary duty as a director, except no provision in the certificate of incorporation
may eliminate or limit the liability of a director for:
● any
breach of a director’s duty of loyalty to the corporation or its shareholders;
● acts
or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
● statutory
liability for unlawful payment of dividends or unlawful stock purchase or redemption; or
● any
transaction from which the director derived an improper personal benefit.
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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.
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A Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any proceeding, other than an action by or on behalf of the corporation, because the person is or was a director or officer, against liability incurred in connection with the proceeding if the director or officer acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation; and the director or officer, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
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Our Bye-laws contain provisions 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 purchased and maintain a directors’ and officers’ liability policy for such a purpose.
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Unless ordered by a court, any foregoing indemnification is subject
to a determination that the director or officer has met the applicable standard of conduct:
● by
a majority vote of the directors who are not parties to the proceeding, even though less than a quorum;
● by
a committee of directors designated by a majority vote of the eligible directors, even though less than a quorum;
● by
independent legal counsel in a written opinion if there are no eligible directors, or if the eligible directors so direct; or
● by
the shareholders.
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Moreover, a Delaware corporation may not indemnify a director or officer in connection with any proceeding in which the director or officer has been adjudged to be liable to the corporation unless and only to the extent that the court determines that, despite the adjudication of liability but in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for those expenses which the court deems proper.
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DELAWARE CORPORATE LAW
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BERMUDA CORPORATE LAW
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Directors’ fiduciary duties
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A director of a Delaware corporation has a fiduciary duty to the corporation
and its shareholders. This duty has two components:
● the duty of care; and
● the duty of loyalty.
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At common law, members of a board of directors owe a fiduciary duty to the company to act in good faith in their dealings with or on behalf of the company and exercise their powers and fulfill the duties of their office honestly. This duty includes the following elements: (i) a duty to act in good faith in the best interests of the company; (ii) a duty not to make a personal profit from opportunities that arise from the office of director; (iii) a duty to avoid conflicts of interest; and (iv) a duty to exercise powers for the purpose for which such powers were intended.
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The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence a breach of one of the fiduciary duties.
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The Companies Act also imposes a duty on directors and officers of
a Bermuda company to: (i) act honestly and in good faith with a view to the best interests of the company; and (ii) exercise the care,
diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
In addition, the Companies Act imposes various duties on directors
and officers of a company with respect to certain matters of management and administration of the company.
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Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
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Shareholder action by written consent
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A Delaware corporation may, in its certificate of incorporation, eliminate the right of shareholders to act by written consent.
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The Companies Act provides that shareholders may take action by written consent, except in respect of the removal of an auditor from office before the expiry of his term or in respect of a resolution passed for the purpose of removing a director before the expiration of his term of office. A resolution in writing is passed when it is signed by the members of the company who at the date of the notice of the resolution represent such majority of votes as would be required if the resolution had been voted on at a meeting or when it is signed by all the members of the company or such other majority of members as may be provided by the bye-laws of the company.
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A shareholder of a Delaware corporation has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
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Shareholder(s) may, as set forth below and at their own expense (unless the company otherwise resolves), require the company to: (i) give notice to all shareholders entitled to receive notice of the annual general meeting of any resolution that the shareholder(s) may properly move at the next annual general meeting; and/or (ii) circulate to all shareholders entitled to receive notice of any general meeting a statement in respect of any matter referred to in the proposed resolution or any business to be conducted at such general meeting. The number of shareholders necessary for such a requisition is either: (i) any number of shareholders representing not less than 5% of the total voting rights of all shareholders entitled to vote at the meeting to which the requisition relates; or (ii) not less than 100 shareholders.
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DELAWARE CORPORATE LAW
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BERMUDA CORPORATE LAW
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Pursuant to our Bye-laws, any shareholder or shareholders holding or representing not less than 5% of the total voting rights wishing to propose for election as a director someone who is not an existing director or is not proposed by our board must give notice of the intention to propose the person for election in accordance with the Bye-laws.
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Cumulative voting
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Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation provides for it.
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Under Bermuda law, the voting rights of shareholders are regulated by the company’s bye-laws and, in certain circumstances, by the Companies Act. Our Bye-laws provide for a plurality of voting for elections of directors, and cumulative voting for elections of directors is not permitted.
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Removal of directors
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A Delaware corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.
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Under our Bye-laws, a director may be removed, with cause, by the shareholders, provided notice of the shareholders meeting convened to remove the director is given to the director. The notice must contain a statement of the intention to remove the director and must be served on the director not less than fourteen days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal.
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Transactions with interested shareholders
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The Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or group who or which owns or owned 15.0% or more of the corporation’s outstanding voting stock within the past three years.
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There is no similar law in Bermuda.
The Bye-laws contain provisions regarding “business combinations”
with “interested shareholders” which are described above under “mergers and similar arrangements.”
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Dissolution; Winding up
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Unless the board of directors of a Delaware corporation approves the proposal to dissolve, dissolution must be approved by shareholders holding 100.0% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.
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A Bermuda company may be wound up by the Bermuda court on application
presented by the company itself, its creditors (including contingent or prospective creditors) or its contributories. The Bermuda court
has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the Bermuda court, just
and equitable to do so.
A Bermuda company limited by shares may be wound up voluntarily when
the shareholders so resolve in general meeting. In the case of a voluntary winding up, the company shall, from the commencement of the
winding up, cease to carry on its business, except so far as may be required for the beneficial winding up thereof.
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Variation of rights of shares
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A Delaware corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.
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Under our Bye-laws, if at any time we have more than one class of shares, the rights attaching to any class, unless otherwise provided for by the terms of issue of the relevant class, may be varied either: (i) with the consent in writing of the holders of 75% of the issued shares of that class; or (ii) with the sanction of a resolution passed by a majority of the votes cast at a general meeting of the relevant class of shareholders at which a quorum consisting of at least two persons holding or representing issued shares of the relevant class is present. Our Bye-laws specify that the creation or issue of shares ranking equally with existing shares will not, unless expressly provided by the terms of issue of existing shares, vary the rights attached to existing shares. In addition, the creation or issue of preference shares ranking prior to our common shares will not be deemed to vary the rights attached to our common shares or, subject to the terms of any other series of preference shares, to vary the rights attached to any other series of preference shares.
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DELAWARE CORPORATE LAW
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BERMUDA CORPORATE LAW
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Amendment of governing documents
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A Delaware corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.
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A Bermuda company’s memorandum of association and bye-laws may be amended by resolutions of the board of directors and the shareholders, subject to the company’s bye-laws.
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Inspection of Books and Records
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Shareholders of a Delaware corporation, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to obtain copies of list(s) of shareholders and other books and records of the corporation and its subsidiaries, if any, to the extent the books and records of such subsidiaries are available to the corporation.
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Members of the general public have a right to inspect the public documents of a company available at the office of the Registrar of Companies in Bermuda. These documents include the company’s memorandum of association/continuance, including its objects and powers, and certain alterations to the memorandum of association/continuance. The shareholders have the additional right to inspect the bye-laws of the company, minutes of general meetings and the company’s audited financial statements, which must be presented to the annual general meeting. The register of members of a company is also open to inspection by shareholders without charge, and by members of the general public on payment of a fee. The register of members is required to be open for inspection for not less than two hours in any business day (subject to the ability of a company to close the register of members for not more than thirty days in a year). A company is required to maintain its share register in Bermuda but may, subject to the provisions of the Companies Act, establish a branch register outside of Bermuda. A company is required to keep at its registered office a register of directors and officers that is open for inspection for not less than two hours in any business day by members of the public without charge. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records.
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Payment of dividends
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The board of directors may approve a dividend without shareholder approval.
Subject to any restrictions contained in its certificate of incorporation, the board may declare and pay dividends upon the shares of
its capital stock either:
● out of its surplus,
or
● in
case there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal
year.
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Under Bermuda law, the board of directors may declare a dividend without shareholder approval, but a company may not declare or pay dividends if there are reasonable grounds for believing that: (i) the company is, or would after the payment be, unable to pay its liabilities as they become due; or (ii) that the realizable value of its assets would thereby be less than its liabilities. Under our Bye-laws, each common share is entitled to dividends if, as and when dividends are declared by our board of directors, subject to any preferred dividend right of the holders of any preference shares.
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Stockholder approval is required to authorize capital stock in excess of that provided in the charter. Directors may issue authorized shares without stockholder approval.
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Creation and issuance of new shares
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All creation of shares requires the board of directors to adopt a resolution or resolutions, pursuant to authority expressly vested in the board of directors by the provisions of the company’s certificate of incorporation.
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The authorized share capital of a Bermuda company is determined by the company’s shareholders.
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TAXATION
Before making a decision to invest in our securities,
you should carefully consider the discussion under “Taxation” in the applicable prospectus supplement and in our then most
recent Annual Report on Form 20-F (in Item 10.E.), together with all of the other information appearing or incorporated by reference in
this prospectus and any applicable prospectus supplement.
Description
of Debt Securities
The debt securities will be our direct general
obligations. The debt securities will be either senior debt securities or subordinated debt securities and may be secured or unsecured
and may be convertible into other securities, including our common shares. The debt securities will be issued under one or more separate
indentures between us and a financial institution that will act as trustee. Senior debt securities will be issued under a senior indenture.
Subordinated debt securities will be issued under a subordinated indenture. Each of the senior indenture and the subordinated indenture
is referred to individually as an indenture and collectively as the indentures. Each of the senior debt trustee and the subordinated debt
trustee is referred to individually as a trustee and collectively as the trustees. The material terms of any indenture will be set forth
in the applicable prospectus supplement.
We have summarized certain terms and provisions
of the indentures. The summary is not complete. The indentures are subject to and governed by the Trust Indenture Act of 1939, as amended.
The senior indenture and subordinated indenture are substantially identical, except for the provisions relating to subordination.
Neither indenture will limit the amount of debt
securities that we may issue. We may issue debt securities up to an aggregate principal amount as we may authorize from time to time.
The applicable prospectus supplement will describe the terms of any debt securities being offered. These terms will include some or all
of the following:
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classification as senior or
subordinated debt securities;
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ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt;
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if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness;
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the designation, aggregate principal amount and authorized denominations;
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the date or dates on which the principal of the debt securities may be payable;
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the rate or rates (which may be fixed or variable) per annum at which the debt securities shall bear interest, if any;
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the date or dates from which such interest shall accrue, on which such interest shall be payable, and on which a record shall be taken for the determination of holders of the debt securities to whom interest is payable;
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the place or places where the principal and interest shall be payable;
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our right, if any, to redeem the debt securities, in whole or in part, at our option and the period or periods within which, the price or prices at which and any terms and conditions upon which such debt securities may be so redeemed, pursuant to any sinking fund or otherwise;
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our obligation, if any, of the Company to redeem, purchase or repay any debt securities pursuant to any mandatory redemption, sinking fund or other provisions or at the option of a holder of the debt securities;
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if other than denominations of $2,000 and any higher integral multiple of $1,000, the denominations in which the debt securities will be issuable;
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if other than the currency of the United States, the currency or currencies, in which payment of the principal and interest shall be payable;
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whether the debt securities will be issued in the form of global securities;
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provisions, if any, for the defeasance of the debt securities;
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any U.S. federal income tax consequences; and
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other specific terms, including any deletions from, modifications of or additions to the events of default or covenants described below or in the applicable indenture.
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Senior Debt
We will issue under the senior indenture the debt
securities that will constitute part of our senior debt. These senior debt securities will rank equally and pari passu with all
our other unsecured and unsubordinated debt.
Subordinated Debt
We will issue under the subordinated indenture
the debt securities that will constitute part of our subordinated debt. These subordinated debt securities will be subordinate and junior
in right of payment, to the extent and in the manner set forth in the subordinated indenture, to all our “senior indebtedness.”
“Senior indebtedness” is defined in the subordinated indenture and generally includes obligations of, or guaranteed by, us
for borrowed money, or as evidenced by bonds, debentures, notes or other similar instruments, or in respect of letters of credit or other
similar instruments, or to pay the deferred purchase price of property or services, or as a lessee under capital leases, or as secured
by a lien on any asset of ours. “Senior indebtedness” does not include the subordinated debt securities or any other obligations
specifically designated as being subordinate in right of payment to, or pari passu with, the subordinated debt securities. In general,
the holders of all senior indebtedness are first entitled to receive payment in full of such senior indebtedness before the holders of
any of the subordinated debt securities are entitled to receive a payment on account of the principal or interest on the indebtedness
evidenced by the subordinated debt securities in certain events. These events include:
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subject to Bermuda law, any insolvency or bankruptcy proceedings, or any
receivership, dissolution, winding up, total or partial liquidation, reorganization or other similar proceedings in respect of us
or a substantial part of our property, whether voluntary or involuntary;
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(i) a default having occurred with respect to the payment of principal or interest on or other
monetary amounts due and payable with respect to any senior indebtedness or (ii) an event of default (other than a default described
in clause (i) above) having occurred with respect to any senior indebtedness that permits the holder or holders of such senior indebtedness
to accelerate the maturity of such senior indebtedness. Such a default or event of default must have continued beyond the period
of grace, if any, provided in respect of such default or event of default, and such a default or event of default shall not have
been cured or waived or shall not have ceased to exist; and
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the principal of, and accrued interest on, any series of the subordinated debt securities having
been declared due and payable upon an event of default pursuant to the subordinated indenture. This declaration must not have been
rescinded and annulled as provided in the subordinated indenture.
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Authentication and Delivery
We will deliver the debt securities to the trustee
for authentication, and the trustee will authenticate and deliver the debt securities upon our written order.
Events of Default
When we use the term “Event of Default”
in the indentures with respect to the debt securities of any series, set forth below are some examples of what we mean:
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default in the payment of the principal on the debt securities when it becomes due and payable
at maturity or otherwise;
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(2)
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default in the payment of interest on the debt securities when it becomes due and payable, and
such default continues for a period of 30 days;
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(3)
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default in the performance, or breach, of any covenant in the indenture (other than defaults specified
in clauses (1) or (2) above) and the default or breach continues for a period of 90 consecutive days or more after written notice
to us by the trustee or to us and the trustee by the holders of 25% or more in aggregate principal amount of the outstanding debt
securities of all series affected thereby;
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(4)
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the occurrence of certain events of bankruptcy, insolvency, or similar proceedings with respect
to us or any substantial part of our property; or
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(5)
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any other Events of Default that may be set forth in the applicable
prospectus supplement.
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If an Event of Default (other than an Event of
Default specified in clause (4) above) with respect to the debt securities of any series then outstanding occurs and is continuing, then
either the trustee or the holders of not less than 25% in principal amount of the securities of all such series then outstanding in respect
of which an Event of Default has occurred may by notice in writing to us declare the entire principal amount of all debt securities of
the affected series, and accrued interest, if any, to be due and payable immediately, and upon any such declaration the same shall become
immediately due and payable.
If an Event of Default described in clause (4)
above occurs and is continuing, then the principal amount of all the debt securities then outstanding and accrued interest shall be and
become due immediately and payable without any declaration, notice or other action by any holder of the debt securities or the trustee.
The trustee will, within 90 days after the occurrence
of any default actually known to it, give notice of the default to the holders of the debt securities of that series, unless the default
was already cured or waived. Unless there is a default in paying principal or interest when due, the trustee can withhold giving notice
to the holders if it determines in good faith that the withholding of notice is in the interest of the holders.
Satisfaction, Discharge and Defeasance
We may discharge our obligations under each indenture,
except as to:
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the rights of registration of transfer and exchange of debt securities, and our right of optional
redemption, if any;
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substitution of mutilated, defaced, destroyed, lost or stolen debt
securities;
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the rights of holders of the debt securities to receive payments of
principal and interest;
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the rights, obligations and immunities of the trustee; and
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the rights of the holders of the debt securities as beneficiaries with respect to the property
deposited with the trustee payable to them (as described below);
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when:
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all debt securities of any series
issued that have been authenticated and delivered have been delivered by us to the trustee for cancellation; or
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all the debt securities of any
series issued that have not been delivered by us to the trustee for cancellation have become due and payable or will become due and payable
within one year or are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice
of redemption by such trustee in our name and at our expense, and we have irrevocably deposited or caused to be deposited with the trustee
as trust funds the entire amount sufficient to pay at maturity or upon redemption all debt securities of such series not delivered to
the trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption;
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we have paid or caused to be paid all other sums then due and payable under such indenture; and
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we have delivered to the trustee an officers’ certificate and an opinion of counsel, each
stating that all conditions precedent under such indenture relating to the satisfaction and discharge of such indenture have been
complied with.
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In addition, unless the applicable prospectus
supplement and supplemental indenture otherwise provide, we may elect either (i) to have our obligations under each indenture discharged
with respect to the outstanding debt securities of any series (“legal defeasance”) or (ii) to be released from our obligations
under each indenture with respect to certain covenants applicable to the outstanding debt securities of any series (“covenant defeasance”).
Legal defeasance means that we will be deemed to have paid and discharged the entire indebtedness represented by the outstanding debt
securities of such series under such indenture and covenant defeasance means that we will no longer be required to comply with the obligations
with respect to such covenants (and an omission to comply with such obligations will not constitute a default or event of default).
In order to exercise legal defeasance or covenant
defeasance with respect to outstanding debt securities of any series:
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we must irrevocably have deposited or caused to be deposited with the trustee as trust funds in
trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits
of the holders of the debt securities of a series:
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U.S. government obligations; or
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a combination of money and U.S. government obligations,
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in each case sufficient without reinvestment, in the written
opinion of a nationally recognized firm of independent public accountants, to pay and discharge, and which shall be applied by the trustee
to pay and discharge, all of the principal and interest at due date or maturity or if we have made irrevocable arrangements satisfactory
to the trustee for the giving of notice of redemption by the trustee, the redemption date;
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we have delivered to the trustee an opinion of counsel stating that, under then applicable U.S.
federal income tax law, the holders of the debt securities of that series will not recognize gain or loss for U.S. federal income
tax purposes as a result of the defeasance and will be subject to the same federal income tax as would be the case if the defeasance
did not occur;
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no default relating to bankruptcy or insolvency and, in the case of a covenant defeasance, no other
default has occurred and is continuing at any time;
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if at such time the debt securities of such series are listed on a national securities exchange,
we have delivered to the trustee an opinion of counsel to the effect that the debt securities of such series will not be delisted
as a result of such defeasance; and
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we have delivered to the trustee an officers’ certificate and an opinion of counsel stating
that all conditions precedent with respect to the defeasance have been complied with.
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We are required to furnish to each trustee an
annual statement as to compliance with all conditions and covenants under the indenture.
Description
of Warrants
We may issue warrants to purchase debt securities,
common shares or other securities. We may issue warrants independently or together with other securities. Warrants sold with other securities
may be attached to or separate from the other securities. We will issue warrants under one or more warrant agreements between our company
and a warrant agent that we will name in the applicable prospectus supplement.
The prospectus supplement relating to any warrants
we offer will include specific terms relating to the offering. These terms will include some or all of the following:
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the title of the warrants;
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the aggregate number of warrants offered;
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the designation, number and terms of the debt securities, common shares or other securities purchasable
upon exercise of the warrants and procedures by which those numbers may be adjusted;
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the exercise price of the warrants;
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the dates or periods during which the warrants are exercisable;
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the designation and terms of any securities with which the warrants are issued;
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if the warrants are issued as a unit with another security, the date on and after which the warrants
and the other security will be separately transferable;
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if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite
currency in which the exercise price is denominated;
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any minimum or maximum amount of warrants that may be exercised at any one time;
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any terms relating to the modification of the warrants;
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any terms, procedures and limitations relating to the transferability, exchange or exercise of
the warrants; and
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any other specific terms of the warrants.
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The terms of any warrants to be issued and a
description of the material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.
Description
of Purchase Contracts
We may issue purchase contracts for the purchase
or sale of debt or equity securities issued by us or securities of third parties, a basket of such securities, an index or indices or
such securities or any combination of the above as specified in the applicable prospectus supplement.
Each purchase contract will entitle the holder
thereof to purchase or sell, and obligate us to sell or purchase, on specified dates, such securities at a specified purchase price,
which may be based on a formula, all as set forth in the applicable prospectus supplement. We may, however, satisfy our obligations,
if any, with respect to any purchase contract by delivering the cash value of such purchase contract or the cash value of the property
otherwise deliverable as set forth in the applicable prospectus supplement. The applicable prospectus supplement will also specify the
methods by which the holders may purchase or sell such securities and any acceleration, cancellation or termination provisions or other
provisions relating to the settlement of a purchase contract.
The purchase contracts may require us to make
periodic payments to the holders thereof or vice versa, which payments may be deferred to the extent set forth in the applicable prospectus
supplement, and those payments may be unsecured or prefunded on some basis. The purchase contracts may require the holders thereof to
secure their obligations in a specified manner to be described in the applicable prospectus supplement. Alternatively, purchase contracts
may require holders to satisfy their obligations thereunder when the purchase contracts are issued. Our obligation to settle such pre-paid
purchase contracts on the relevant settlement date may constitute indebtedness. Accordingly, pre-paid purchase contracts will be issued
under either the senior indenture or the subordinated indenture.
Description
of Units
As specified in the applicable prospectus supplement,
we may issue units consisting of one or more common shares, debt securities, warrants, purchase contracts or any combination of such
securities. The applicable prospectus supplement will describe:
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the terms of the units and of the common shares, debt securities, warrants and/ or purchase contracts
comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
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a description of the terms of any unit agreement governing the units; and
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a description of the provisions for the payment, settlement, transfer or exchange of the units.
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Forms
of Securities
Each debt security, warrant and unit will
be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing
the entire issuance of securities. Certificated securities in definitive form and global securities will be issued in registered form.
Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities or
to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the
trustee, registrar, paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the
debt securities, warrants or units represented by these global securities. The depositary maintains a computerized system that will reflect
each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank,
trust company or other representative, as we explain more fully below.
Registered Global Securities
We may issue the registered debt securities,
warrants and units in the form of one or more fully registered global securities that will be deposited with a depositary or its nominee
identified in the applicable prospectus supplement and registered in the name of that depositary or nominee. In those cases, one or more
registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal
or face amount of the securities to be represented by registered global securities. Unless and until it is exchanged in whole for securities
in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for
the registered global security, the nominees of the depositary or any successors of the depositary or those nominees.
If not described below, any specific terms of
the depositary arrangement with respect to any securities to be represented by a registered global security will be described in the
prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary arrangements.
Ownership of beneficial interests in a registered
global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold interests
through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and
transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially owned
by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will designate the accounts
to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests
will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records of
participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers
of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge
beneficial interests in registered global securities.
So long as the depositary, or its nominee, is
the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered the sole
owner or holder of the securities represented by the registered global security for all purposes under the applicable indenture, warrant
agreement or unit agreement. Except as described below, owners of beneficial interests in a registered global security will not be entitled
to have the securities represented by the registered global security registered in their names, will not receive or be entitled to receive
physical delivery of the securities in definitive form and will not be considered the owners or holders of the securities under the applicable
indenture, warrant agreement or unit agreement. Accordingly, each person owning a beneficial interest in a registered global security
must rely on the procedures of the depositary for that registered global security and, if that person is not a participant, on the procedures
of the participant through which the person owns its interest, to exercise any rights of a holder under the applicable indenture, warrant
agreement or unit agreement. We understand that under existing industry practices, if we request any action of holders or if an owner
of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take
under the applicable indenture, warrant agreement or unit agreement, the depositary for the registered global security would authorize
the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial
owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through
them.
Principal, premium, if any, and interest payments
on debt securities, and any payments to holders with respect to warrants or units, represented by a registered global security registered
in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner
of the registered global security. None of Altamira Therapeutics Ltd., its affiliates, the trustees, the warrant agents, the unit agents
or any other agent of Altamira Therapeutics Ltd., agent of the trustees or agent of the warrant agents or unit agents will have any responsibility
or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered global
security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.
We expect that the depositary for any of the
securities represented by a registered global security, upon receipt of any payment of principal, premium, interest or other distribution
of underlying securities or other property to holders on that registered global security, will immediately credit participants’
accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records
of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held
through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities
held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those
participants.
If the depositary for any of these securities
represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency
registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed
by us within 90 days, we will issue securities in definitive form in exchange for the registered global security that had been held by
the depositary. Any securities issued in definitive form in exchange for a registered global security will be registered in the name
or names that the depositary gives to the relevant trustee, warrant agent, unit agent or other relevant agent of ours or theirs. It is
expected that the depositary’s instructions will be based upon directions received by the depositary from participants with respect
to ownership of beneficial interests in the registered global security that had been held by the depositary.
Plan
of Distribution
Unless otherwise set forth in a prospectus supplement
accompanying this prospectus, we may sell the securities being offered hereby, from time to time, by one or more of the following methods:
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to or through underwriting syndicates represented by managing underwriters;
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through one or more underwriters without a syndicate for them to offer and sell to the public;
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through dealers or agents;
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to investors directly in negotiated sales or in competitively bid transactions;
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in “at the market” offerings, within the meaning of the Rule 415(a)(4) of the Securities
Act, to or through a market maker or into an existing trading market on an exchange or otherwise; or
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through any other method permitted by applicable law and described in the applicable prospectus
supplement.
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Offerings of securities covered by this prospectus
also may be made into an existing trading market for those securities in transactions at other than a fixed price, either:
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on or through the facilities of the Nasdaq Capital Market or any other securities exchange or quotation
or trading service on which those securities may be listed, quoted, or traded at the time of sale; and/or
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to or through a market maker other than on the securities exchanges or quotation or trading services
set forth above.
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Those at-the-market offerings, if any, will be
conducted by underwriters acting as principal or agent of the Company, who may also be third-party sellers of securities as described
above. The prospectus supplement with respect to the offered securities will set forth the terms of the offering of the offered securities,
including:
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the name or names of any underwriters, dealers or agents;
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the purchase price of the offered securities and the proceeds to us from such sale;
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any underwriting discounts and commissions or agency fees and other items constituting underwriters’
or agents’ compensation;
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any initial public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers;
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any securities exchange on which such offered securities may be listed; and
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any underwriter, agent or dealer involved in the offer and sale of any series of the securities.
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The distribution of the securities may be effected
from time to time in one or more transactions:
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at fixed prices, which may be changed;
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at market prices prevailing at the time of the sale;
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at varying prices determined at the time of sale; or
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at negotiated prices.
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Each prospectus supplement will set forth the
manner and terms of an offering of securities including:
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whether that offering is being made to underwriters, through agents or directly to the public;
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the rules and procedures for any auction or bidding process, if used;
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the securities’ purchase price or initial public offering price;
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the proceeds we anticipate from the sale of the securities, if any.
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Unless otherwise stated in a prospectus supplement,
the obligations of the underwriters to purchase any securities will be conditioned on customary closing conditions and the underwriters
will be obligated to purchase all of such series of securities, if any are purchased.
The securities may be sold through agents from
time to time. The prospectus supplement will name any agent involved in the offer or sale of the securities and any commissions paid
to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment.
We may authorize underwriters, dealers or agents
to solicit offers by certain purchasers to purchase the securities at the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject
only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions paid for
solicitation of these contracts.
Underwriters and agents may be entitled under
agreements entered into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities
Act, or to contribution with respect to payments which the underwriters or agents may be required to make.
The prospectus supplement may also set forth
whether or not underwriters may over-allot or effect transactions that stabilize, maintain or otherwise affect the market price of the
securities at levels above those that might otherwise prevail in the open market, including, for example, by entering stabilizing bids,
effecting syndicate covering transactions or imposing penalty bids.
Underwriters and agents may be customers of,
engage in transactions with, or perform services for us and our affiliates in the ordinary course of business.
Each series of securities will be a new issue
of securities and will have no established trading market, other than our common shares, which are listed on Nasdaq Capital Market. Any
underwriters to whom securities are sold for public offering and sale may make a market in the securities, but such underwriters will
not be obligated to do so and may discontinue any market making at any time without notice. The securities, other than our common shares,
may or may not be listed on a national securities exchange.
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
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our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed on March 31,
2021;
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our Reports on Form 6-K furnished on January 15, 2021, April 13, 2021, June 3, 2021 and September 8, 2021; and
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the description of our common shares contained in our Report on Form 6-K furnished on March 18,
2019, including any subsequent amendment or reports filed for the purpose of updating such description.
|
All annual reports we file with the SEC pursuant
to the Exchange Act on Form 20-F after the date of the initial registration statement and prior to effectiveness of the registration
statement, and after the date of this prospectus and prior to termination or expiration of this registration statement shall be deemed
incorporated by reference into this prospectus and to be part hereof from the date of filing of such documents. We may incorporate by
reference any Form 6-K subsequently submitted to the SEC by identifying in such Form 6-K that it is being incorporated by reference into
this prospectus.
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.
Enforcement
of Civil Liabilities
Altamira Therapeutics Ltd. is a Bermuda exempted
company. As a result, the rights of holders of its common shares will be governed by Bermuda law and its 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.
Expenses
The following table sets forth the expenses (other
than underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation,
if any) expected to be incurred by us in connection with a possible offering of securities registered under this registration statement.
|
|
|
Amount
To Be
Paid
|
|
|
SEC registration fee
|
|
$
|
-
|
|
|
FINRA filing fee
|
|
$
|
*
|
|
|
Transfer agent’s fees
|
|
|
*
|
|
|
Printing and engraving expenses
|
|
|
*
|
|
|
Legal fees and expenses
|
|
|
*
|
|
|
Accounting fees and expenses
|
|
|
*
|
|
|
Miscellaneous
|
|
|
*
|
|
|
Total
|
|
$
|
*
|
|
|
|
*
|
To be provided by a prospectus
supplement or a Report on Form 6-K that is incorporated by reference into this prospectus.
|
Legal
Matters
The validity of our 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 Lowenstein Sandler LLP, New York, New York.
Experts
The financial statements of Altamira Therapeutics
Ltd. as of December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020, incorporated by reference
in this Prospectus by reference to Altamira Therapeutics Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2020,
have been audited by Deloitte 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.
Where
You Can Find More Information
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. You may inspect and copy reports and other information filed with the SEC at the Public Reference Room
at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the
SEC at 1-800-SEC-0330. In addition, 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.
Altamira Therapeutics Ltd.
Up to $7.45 million of Common Shares
PROSPECTUS SUPPLEMENT
A.G.P.
December 8, 2021
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