6-K
Altamira Therapeutics Ltd. (CYTOF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2025
Commission File Number: 001-36582
Altamira Therapeutics Ltd.
(Exact name of registrant as specified in itscharter)
Clarendon House, 2 Church Street
Hamilton HM 11, Bermuda
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Altamira Therapeutics Ltd. | ||
|---|---|---|
| Date: May 9, 2025 | By: | /s/ Thomas Meyer |
| Name: | Thomas Meyer | |
| Title: | Chief Executive Officer |
1
EXHIBIT INDEX
| ExhibitNumber | Description |
|---|---|
| 99.1 | Notice to Shareholders dated May 9, 2025 |
| 99.2 | Proxy Card for the Annual General Meeting of Shareholders |
| 99.3 | Notice of Internet Availability |
2
Exhibit 99.1
Altamira Therapeutics Ltd.
Notice of the Annual General Meeting of Shareholders
to be held on June 11, 2025 in Hamilton, Bermuda
Notice of the Annual General Meeting of Shareholdersof Altamira Therapeutics Ltd. (the “Company”) to be held on June 11, 2025
To the shareholders of Altamira Therapeutics Ltd.:
The Company’s annual general meeting of shareholders (“Annual General Meeting”) will be held at the following place and time:
Date: June 11, 2025, 8:00 am Atlantic Daylight Time
Place: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
Agenda
1 Election of Directors
To re-elect the following four persons as directors of the Company to hold office until the 2026 Annual General Meeting of shareholders (or until their respective successors are elected) (“Proposal 1”):
Thomas Meyer
Mats Peter Blom
Alain Munoz
Dominik Lysek
For details on our directors, please see “Item 6. Directors, Senior Management and Employees-A. Directors and senior management” of our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on April 30, 2025 (the “Annual Report”).
The Board recommends thatshareholders vote “FOR ALL” the nominees for director. If not otherwise specified, proxies will be voted “FOR ALL”the nominees for director.
2 Appointment of Auditors
To appoint BDO AG, Zurich, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and to authorize the Company’s Audit Committee of the Board of Directors to determine their remuneration (“Proposal 2”).
The Board recommends avote “FOR” the appointment of BDO AG to serve as our independent registered public accounting firm for the fiscal year endingDecember 31, 2025 and to authorize the Audit Committee to determine their remuneration. If not otherwise specified, proxies willbe voted “FOR” Proposal 2.
3 Other Business
To transact such other business as may properly come before the meeting, and any adjournment or postponement thereof.
The Company will also present at the Annual General Meeting the financial statements for the year ended December 31, 2024 together with the auditor’s report thereon, which will be laid before the shareholders in accordance with Bermuda law.
The Board of Directors of the Company has fixed the close of business on May 1, 2025 as the record date for determination of shareholders on the Register of Members entitled to notice of, and to vote at, the Annual General Meeting and any adjournment or postponement thereof. Only shareholders of record at the close of business on the record date are entitled to receive the Notice of, and to vote at, the Annual General Meeting.
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Supporting Documents: A copy of this Notice of the Annual General Meeting as well as the Company’s financial statements for the year ended December 31, 2024 together with the auditor’s report thereon is available for download in the “Investors” section of our website (www.altamiratherapeutics.com). If you would like to receive a hard copy of these financial statements and auditor’s report, please request a copy by email to: [email protected].
Hamilton, Bermuda, May 9, 2025
For the Board of Directors
// Thomas Meyer, Chairman and CEO
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Organizational Matters
| A. | Documentation |
|---|
The documentation for the Annual General Meeting is available for download in the “Investors” section of our website (www.altamiratherapeutics.com).
| B. | Invitation and Attendance |
|---|
Shareholders registered in the register of members maintained by our transfer agent, Equiniti Trust Company, LLC, at 4 pm EDT on May 1, 2025 are entitled to receive notice of and vote at the Annual General Meeting. On May 9, 2025 the mailing of the invitation and proxy form will be initiated to all holders of record as at May 1, 2025.
If you wish to attend the Annual General Meeting in person, you will be required to present the enclosed proxy form and a valid government issued proof of identification.
| C. | Representation |
|---|
Shareholders of record, who do not attend the Annual General Meeting in person, may grant a proxy in writing to another shareholder or other third party.
Proxies submitted by mail must be received by Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood NY 11717, USA, no later than 4 pm EDT on June 9, 2025. Proxies received after such time will not be considered.
To vote electronically, go to proxyvote.com and follow the instructions. You will need a 16-digit control number that is included on your proxy form. Electronic instructions must be received no later than 11:59 pm EDT on June 9, 2024.
Shareholders that have granted a proxy may not vote their shares at the Annual General Meeting unless such proxy is revoked.
| D. | Registration as a Shareholder with Voting Rights/No Trading Restrictions |
|---|
Instructions on how a “street name” holder may become a holder of record are available in the “Investors” section of our website (www.altamiratherapeutics.com). Between 4 pm EDT on May 1, 2025 and 4 pm EDT on June 9, 2025 no shareholder will be registered as a shareholder of record in the Company’s register of members. Equiniti Trust Company, LLC will continue to register transfers of shares in the register of members in its capacity as transfer agent.
The registration of shareholders for voting purposes does not impact trading of Altamira Therapeutics shares held by registered shareholders before, during or after the Annual General Meeting.
| E. | “Street Name” Holders |
|---|
“Street name” holders hold their shares through a bank, brokerage firm or other nominee. The record date for “street name” holders is May 1, 2025. “Street name” holders should follow the instructions provided by their bank, broker or nominee when voting their shares. “Street name” holders who wish to vote in person at the Annual General Meeting must obtain a signed proxy from the organization that holds their shares entitling them to represent and vote the shares at the Annual General Meeting. The proxy must be presented at the entrance together with a government issued proof of identification.
“Street name” holders who have not obtained a proxy from their broker or custodian are not entitled to vote in person or participate in the Annual General Meeting.
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| F. | Presence Quorum Requirement |
|---|
Our bye-laws provide that at any general meeting two or more persons present at the start of the meeting and representing in person or by proxy issued and outstanding voting shares in the Company shall form a quorum for the transaction of business.
| G. | How Many Votes you Have |
|---|
On each proposal to be voted upon, you have one vote for each of our common shares that you owned on the record date.
| H. | Required Vote |
|---|
All proposals presented for approval shall be decided by the affirmative votes of a majority of the votes cast at the Annual General Meeting, whether in person or by proxy.
| I. | How Votes are Counted |
|---|
For all proposals presented, you may vote “For”, “Against”, or “Abstain”. Votes that abstain and broker non-votes will neither be counted as a vote for or against the proposal.
A “broker non-vote” occurs when a broker, bank, or other nominee holding shares for a beneficial owner in street name does not vote on a particular proposal because it does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner of those shares, despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions.
The question of whether a broker, bank, or other nominee will be able to vote your shares depends on whether the New York Stock Exchange (“NYSE”), deems the particular proposal to be a “routine” matter and how your broker, bank or other nominee exercises any discretion it may have in the voting of the shares that you beneficially own. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters.
For any proposal that is considered a “routine” matter, your broker or nominee may vote your shares in its discretion either for or against the proposal even in the absence of your instruction. For any proposal that is considered a “non-routine” matter for which you do not give your broker instructions, the shares will be treated as broker non-votes.
We believe that only Proposal 2 is likely to be considered a “routine” matter by the NYSE, and all of the other proposals will be considered “non-routine” matters. This belief is based on preliminary guidance from the NYSE and may be incorrect or change before the Annual General Meeting. Therefore, if you are a beneficial owner and want to ensure that shares you beneficially own are voted in favor or against any or all of the proposals, the only way you can do so is to give your broker or nominee specific instructions as to how the shares are to be voted.
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| J. | Revocability of Proxy |
|---|
If you are a shareholder of record, you may revoke your proxy and change your vote at any time before the respective vote at the Annual General Meeting. You may vote again on a later date via the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Annual General Meeting will be counted), by signing and returning a new proxy card with a later date, or by attending the Annual General Meeting and voting in person. Your attendance at the Annual General Meeting will not automatically revoke your prior proxy unless you vote again at the Annual General Meeting or specifically request in writing that your prior proxy be revoked. You may also request that your prior proxy be revoked by following the steps on item C. Representation above.
If you hold your shares in street name, you will need to follow the voting instructions provided by your broker, bank or other nominee regarding how to revoke or change your vote.
| K. | Cost of Proxy Preparation and Solicitation |
|---|
We pay the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokers, banks or other nominees for forwarding proxy materials to street name holders.
We are soliciting proxies primarily by mail. In addition, our directors, officers and regular employees may solicit proxies by telephone, facsimile, mail, other means of communication or personally. These individuals will receive no additional compensation for such services.
We will ask brokers, banks, and other nominees to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. We will reimburse them for their reasonable charges and expenses.
Questions:
Please contact Altamira Therapeutics at the address below:
Altamira Therapeutics Ltd.
Attn. Investor Relations
Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
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Exhibit 99.2
Nominees For Against Abstain Please sign exactly as your name(s) appear(s) hereon . When signing as attorney, executor, administrator, or other fiduciary, please give full title as such . Joint owners should each sign personally . All holders must sign . If a corporation or partnership, please sign in full corporate or partnership name by authorized officer . ALTAMIRA THERAPEUTICS LTD. CLARENDON HOUSE 2 CHURCH STREET HAMILTON HM11 BERMUDA VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. EDT on 06/09/2025. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS You can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e - mail or the Internet . To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years . VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage - paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY The Board of Directors recommends you vote FOR the following: 1. To elect the following four persons as directors of the Company to hold office until the 2026 Annual General Meeting (or until their respective successors are elected) 1a. Thomas Meyer 1b. Mats Peter Blom 1c. Alain Munoz 1d. Dominik Lysek For 2. To appoint BDO AG, Zurich as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 and authorize the Company's Audit Committee of the Board of Directors to determine their remuneration. Against Abstain Note: In their discretion, the persons appointed as proxies are authorized to vote upon such other business as may properly come before the meeting, or at any adjournment or postponement thereof. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement is available at www.proxyvote.com ALTAMIRA THERAPEUTICS LTD. Annual General Meeting of Shareholders June 11, 2025 8:00 AM local Bermuda time This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Thomas Meyer, Guy Cooper, Andrew Barnes and Nicole Yearwood, or any of them, as proxies, each with the power to appoint their substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this proxy card, all of the common shares of ALTAMIRA THERAPEUTICS LTD . that the shareholder(s) is/are entitled to vote at the Annual General Meeting of Shareholders to be held at 8 : 00 AM local Bermuda time on June 11 , 2025 at Clarendon House, 2 Church Street, Hamilton HM 11 , Bermuda and any adjournment or postponement thereof . This proxy, when properly executed, will be voted in the manner directed herein . If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations and in the discretion of the above named persons as proxies, in any other business that may properly come before the meeting or at any adjourned or postponement thereof . Continued and to be signed on reverse side
Exhibit 99.3
Your Vote Counts! ALTAMIRA THERAPEUTICS LTD. CLARENDON HOUSE 2 CHURCH STREET HAMILTON HM11 BERMUDA ALTAMIRA THERAPEUTICS LTD. 2025 Annual General Meeting Vote by June 9, 2025 11:59 PM ET Vote in Person at the Meeting* June 11, 2025 8:00 AM, Local Bermuda Time Clarendon House 2 Church Street Hamilton HM 11 Bermuda *Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V75265 - P31455 You invested in ALTAMIRA THERAPEUTICS LTD. and it’s time to vote! You have the right to vote on proposals being presented at the Annual General Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on June 11, 2025. Get informed before you vote View the Notice and Proxy Statement online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 28, 2025. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1 - 800 - 579 - 1639 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.
Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. V75266 - P31455 For 1. To elect the following four persons as directors of the Company to hold office until the 2026 Annual General Meeting (or until their respective successors are elected). Nominees: Thomas Meyer 1a. For Mats Peter Blom 1b. For Alain Munoz 1c. For Dominik Lysek 1d. For 2 . To appoint BDO AG, Zurich as the Company’s independent registered public accounting firm for the fiscal year ending December 31 , 2025 and authorize the Company’s Audit Committee of the Board of Directors to determine their remuneration . NOTE: In their discretion, the persons appointed as proxies are authorized to vote upon such other business as may properly come before the meeting, or at any adjournment or postponement thereof. Voting Items Board Recommends