Altamira Therapeutics Ltd 6-K, filed Aug 29, 2025
Altamira Therapeutics Ltd. (CYTOF)
About this 6-K
Altamira Therapeutics Ltd filed this 6-K on August 29, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August
Commission File Number:
(Exact name of registrant as specified in its charter)
Clarendon House,
2 Church Street
Hamilton HM11, Bermuda
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INCORPORATION BY REFERENCE
Exhibits 99.1 and 99.2 to this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form F-3 (Registration Numbers 333-249347, 333-264298, 333-267584, 333-272338, and 333-276427) and Form S-8 (Registration Numbers 333-232735, 333-252141, 333-278595 and 333-286392) of Altamira Therapeutics Ltd. (formerly Auris Medical Holding Ltd.) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibit 99.3 to this Report on Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Altamira Therapeutics Ltd. | ||
| By: | /s/ Marcel Gremaud | |
| Name: | Marcel Gremaud | |
| Title: | Chief Financial Officer | |
| Date: August 29, 2025 | ||
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EXHIBIT INDEX
| Exhibit
Number |
Description | |
| 99.1 | Unaudited Condensed Consolidated Interim Financial Statements | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
| 99.3 | Press Release dated August 29, 2025 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104 | Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101 |
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Exhibit 99.1
| Unaudited Condensed Consolidated Interim Financial Statements as of June 30, 2025, and for the Six Months Ended June 30, 2025 and 2024 | ||
| Unaudited Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income or Loss | 2 | |
| Unaudited Condensed Consolidated Interim Statement of Financial Position | 3 | |
| Unaudited Condensed Consolidated Interim Statement of Changes in Equity | 4 | |
| Unaudited Condensed Consolidated Interim Statement of Cash Flows | 5 | |
| Notes to the Unaudited Condensed Consolidated Interim Financial Statements | 6 |
1
Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income or Loss (unaudited)
For the Six Months Ended June 30, 2025 and 2024 (in US$)
| SIX MONTHS ENDED | ||||||||||
| JUNE 30 | ||||||||||
| Note | 2025 | 2024 | ||||||||
| Other operating income | ||||||||||
| Research and development | ( | ) | ( | ) | ||||||
| General and administrative | ( | ) | ( | ) | ||||||
| Operating loss | ( | ) | ( | ) | ||||||
| Finance expense | 6 | ( | ) | ( | ) | |||||
| Finance income | 6 | |||||||||
| Share of loss of an associate | ( | ) | ( | ) | ||||||
| Net loss attributable to owners of the Company | ( | ) | ( | ) | ||||||
| Other comprehensive income/(loss): | ||||||||||
| Items that will never be reclassified to profit or loss | ||||||||||
| Remeasurements of defined benefit liability, net of taxes of $ | ||||||||||
| Items that are or may be reclassified to profit or loss | ||||||||||
| Foreign currency translation differences, net of taxes of $ | ( | ) | ||||||||
| Share of other comprehensive income of an associate | ( | ) | ||||||||
| Other comprehensive income/(loss), net of taxes of $ | ( | ) | ||||||||
| Total comprehensive loss attributable to owners of the Company | ( | ) | ( | ) | ||||||
| Basic and diluted loss per share | 7 | ( | ) | ( | ) | |||||
The accompanying notes form an integral part of these condensed consolidated interim financial statements
2
Condensed Consolidated Interim Statement of Financial Position (unaudited)
As of June 30, 2025 and December 31, 2024 (in US$)
| June 30, | December 31, | |||||||||
| Note | 2025 | 2024 | ||||||||
| ASSETS | ||||||||||
| Non-current assets | ||||||||||
| Property and equipment | ||||||||||
| Right-of-use assets | ||||||||||
| Intangible assets | 2 | |||||||||
| Other non-current financial assets | ||||||||||
| Investment in an associate | 2 | |||||||||
| Total non-current assets | ||||||||||
| Current assets | ||||||||||
| Other receivables | ||||||||||
| Prepayments | ||||||||||
| Cash and cash equivalents | ||||||||||
| Total current assets | ||||||||||
| Total assets | ||||||||||
| EQUITY AND LIABILITIES | ||||||||||
| Equity | ||||||||||
| Share capital | 3 | |||||||||
| Share premium | ( | ) | ( | ) | ||||||
| Other reserves | ||||||||||
| Retained earnings/(Accumulated deficit) | ( | ) | ( | ) | ||||||
| Total shareholders’ equity/(deficit) attributable to owners of the Company | ||||||||||
| Non-current liabilities | ||||||||||
| Non-current lease liabilities | ||||||||||
| Employee benefit liability | ||||||||||
| Total non-current liabilities | ||||||||||
| Current liabilities | ||||||||||
| Bank overdraft | ||||||||||
| Loan | 4 | |||||||||
| Derivative financial instrument | 4 | |||||||||
| Current lease liabilities | ||||||||||
| Trade and other payables | ||||||||||
| Accrued expenses | ||||||||||
| Total current liabilities | ||||||||||
| Total liabilities | ||||||||||
| Total equity and liabilities | ||||||||||
The accompanying notes form an integral part of these condensed consolidated interim financial statements
3
Condensed Consolidated Interim Statement of Changes in Equity (unaudited)
As of June 30, 2025 and 2024 (in US$)
| Loans with | Foreign | Retained | |||||||||||||||||||||||||
| Warrants | Currency | earnings / | Total | ||||||||||||||||||||||||
| Share | Share | Equity | Translation | (Accumulated | Equity / | ||||||||||||||||||||||
| Note | Capital | Premium | Component | Reserve | Deficit) | (Deficit) | |||||||||||||||||||||
| As of January 1, 2024 | 2,956 | ( | ) | ||||||||||||||||||||||||
| Total comprehensive loss | - | ||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( |
) | ||||||||||||||||||||||
| Other comprehensive income / (loss) | - | ( | ) | ||||||||||||||||||||||||
| Total comprehensive loss | - | ( | ) | ( | ) | ( |
) | ||||||||||||||||||||
| - | |||||||||||||||||||||||||||
| Transactions with owners of the Company | - | ||||||||||||||||||||||||||
| Capital increase | 2,385 | ||||||||||||||||||||||||||
| Transaction costs | - | ( | ) | ( |
) | ||||||||||||||||||||||
| Reclassification of equity component of loans with warrants on expiration | - | ( | ) | ||||||||||||||||||||||||
| Reduction of share premium | - | ( | ) | ||||||||||||||||||||||||
| Share based payments | - | ||||||||||||||||||||||||||
| Balance at June 30, 2024 | 5,341 | ||||||||||||||||||||||||||
| As of January 1, 2025 | 9,324 | ( | ) | ( | ) | ||||||||||||||||||||||
| Total comprehensive loss | |||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( |
) | ||||||||||||||||||||||
| Other comprehensive income / (loss) | - | ( | ) | ( |
) | ||||||||||||||||||||||
| Total comprehensive loss | - | ( | ) | ( | ) | ( |
) | ||||||||||||||||||||
| Transactions with owners of the Company | |||||||||||||||||||||||||||
| Capital increase | 2,107 | ||||||||||||||||||||||||||
| Share based payments | - | ||||||||||||||||||||||||||
| Balance at June 30, 2025 | 11,431 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
The accompanying notes form an integral part of these condensed consolidated interim financial statements
4
Condensed Consolidated Interim Statement of Cash Flows (unaudited)
For the Six Months Ended June 30, 2025 and 2024 (in US$)
| SIX MONTHS ENDED | ||||||||||||
| Note | JUNE 30, 2025 | JUNE 30, 2024 | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||
| Adjustments for: | ||||||||||||
| Depreciation | ||||||||||||
| Share in result of an associate | ||||||||||||
| Loss on disposal of discontinued operations | ||||||||||||
| Unrealized foreign currency exchange loss/(gain), net | ( | ) | ||||||||||
| Net interest expense | ||||||||||||
| Share based payments | 5 | |||||||||||
| Employee benefits | ||||||||||||
| Gain on modification of financial instruments | ( | ) | ||||||||||
| ( | ) | ( | ) | |||||||||
| Changes in: | ||||||||||||
| Trade and other receivables | ( | ) | ||||||||||
| Prepayments | ||||||||||||
| Trade and other payables | ||||||||||||
| Accrued expenses | ||||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||||||
| Cash flows from investing activities | ||||||||||||
| Cash paid from other non-current financial assets | ( | ) | ||||||||||
| Interest received | ||||||||||||
| Disposal of subsidiaries | ||||||||||||
| Net cash from investing activities | ( | ) | ||||||||||
| Cash flows from financing activities | ||||||||||||
| Proceeds from offerings and warrant exercises | ||||||||||||
| Transaction costs | ( | ) | ||||||||||
| Proceeds from loans | ||||||||||||
| Repayment of lease liabilities | ( | ) | ( | ) | ||||||||
| Interest paid | ( | ) | ( | ) | ||||||||
| Net cash from financing activities | ||||||||||||
| Net increase / (decrease) in cash and cash equivalents | ( | ) | ( | ) | ||||||||
| Cash and cash equivalents at beginning of the period | ||||||||||||
| Net effect of currency translation on cash | ||||||||||||
| Cash and cash equivalents at end of the period | ||||||||||||
| Bank overdraft at the end of the period | ( | ) | ||||||||||
| Cash and cash equivalents net of the bank overdraft at end of the period | ( | ) | ||||||||||
The accompanying notes form an integral part of these condensed consolidated interim financial statements
5
Altamira Therapeutics Ltd.
Notes to the Condensed Consolidated Interim Financial Statements
As of June 30, 2025, and December 31, 2024, and for the six months ended June 30, 2025 and 2024 (in US$)
| 1. | Reporting Entity |
Altamira Therapeutics Ltd. (the “Company”) is an exempted company incorporated under the laws of Bermuda.
These unaudited condensed consolidated interim financial statements comprise the Company and its subsidiaries (together referred to as the “Company” and individually as “Company entities”). As of June 30, 2025, the Company is the ultimate parent of the following Company entities:
| ● | Altamira Therapeutics AG, Basel, Switzerland ( |
| ● | Otolanum AG, Basel, Switzerland ( |
| ● | Altamira Therapeutics, Inc., Newark, Delaware, United States ( |
| 1) | Formerly Auris Medical AG. The subsidiary was merged with its sister company Altamira Therapeutics AG, Basel, on June 30, 2024, adopting the name of the latter. |
Associated companies:
| ● | Altamira Medica AG, Basel, Switzerland ( |
| ● | Altamira Medica Ltd., Dublin, Ireland ( |
| ● | Altamira Medica Pty Ltd, Melbourne, Australia ( |
| 2) | On November 21, 2023, the Company divested partially its Bentrio® business by selling a |
| 3) | Formerly Auris Medical Ltd.; the subsidiary was sold to Altamira Medica AG effective January 2, 2024. |
The Company is a preclinical-stage biopharmaceutical
company developing and supplying peptide-based nanoparticle technologies for efficient RNA delivery to extrahepatic targets (xPhore platform).
The versatile delivery platform is suited for delivery of oligonucleotides (OligoPhore), mRNA (SemaPhore) and circular RNA (CycloPhore)
and made available to pharma or biotech companies through out-licensing. In addition, the Company is pursuing two flagship siRNA programs
using its proprietary OligoPhore delivery technology: AM-401 for KRAS driven cancer and AM-411 for rheumatoid arthritis, both in preclinical
development beyond in vivo proof of concept. Further, the Company holds a
6
| 2. | Basis of Preparation |
Statement of compliance
These unaudited condensed consolidated interim financial statements as of June 30, 2025, and for the six months ended June 30, 2025, have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting (“IAS 34”) and should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2024.
These condensed consolidated interim financial statements include all adjustments that are necessary to fairly state the results of the interim period. The Company believes that the disclosures are adequate to make the information presented not misleading. Interim results are not necessarily indicative of results to be expected for the full year. Management does not consider the business to be seasonal or cyclical.
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with IFRS Accounting Standards as issued by International Accounting Standards Board (IFRS Accounting Standards), have been condensed or omitted as permitted by IAS 34. The condensed consolidated statement of financial position as of December 31, 2024, was derived from the audited consolidated financial statements. The unaudited interim condensed consolidated financial statements were authorized for issuance by the Company’s Audit Committee on August 27, 2025.
Functional and presentation currency
These condensed consolidated interim financial statements are presented in US dollars (“US$” or “$”), which is the Company’s functional currency and the Company’s presentation currency.
Foreign currency transactions
Items included in the financial statements of Company entities are measured using the currency of the primary economic environment in which the entity operates. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are generally recognized in profit or loss. If they are attributable to part of the net investment in a foreign operation, they are recognized in Other Comprehensive Income (“OCI”) until the net investment is disposed of, at which time the cumulative amount is reclassified to profit or loss. Non-monetary items that are measured based on historical cost in a foreign currency are not re-translated.
Foreign operations
Assets and liabilities of Company entities whose functional currency is other than US$ are included in the consolidation by translating the assets and liabilities into the presentation currency at the exchange rates applicable at the end of the reporting period. Income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions).
Foreign currency translation differences are recognized in OCI and presented in the foreign currency translation reserve in equity. When a foreign operation is disposed of such that control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal.
7
Closing exchange rates for the most significant foreign currencies relative to US$:
| Geographical | Reporting | June 30, | December 31, | June 30, | January 1, | |||||||||||||||||||
| Currency | area | entities | 2025 | 2024 | 2024 | 2024 | ||||||||||||||||||
| US$ | Dollar | |||||||||||||||||||||||
| CHF | Swiss Franc | |||||||||||||||||||||||
| EUR | Euro | |||||||||||||||||||||||
Average exchange rates for the year for the most significant foreign currencies relative to US$:
| Six months ended | ||||||||||||||||
| Geographical | Reporting | June 30, | June 30, | |||||||||||||
| Currency | area | entities | 2025 | 2024 | ||||||||||||
| US$ | Dollar | |||||||||||||||
| CHF | Swiss Franc | |||||||||||||||
| EUR | Euro | |||||||||||||||
Significant accounting policies
The accounting policies applied by the Company in these unaudited condensed consolidated interim financial statements are the same as those applied by the Company in its audited consolidated financial statements as of and for the year ended December 31, 2024 and have been applied consistently to all periods presented in these condensed consolidated interim financial statements, unless otherwise indicated.
New standards, amendments and interpretations adopted by the Company
| Amendments to IAS 21 | Lack of exchangeability |
The application of these new standards, amendments to standards and interpretations did not have a material impact on the financial statements of the Company.
Associates
Where the Company has the power to participate in (but not control) the financial and operating policy decisions of another entity, it is classified as an associate. Associates are initially recognized in the consolidated statement of financial position at cost. An investment in an associate that represents the retained interest in a former subsidiary is recognized at its fair value at the date when control is lost. Subsequently associates are accounted for using the equity method, where the Company’s share of post-acquisition profits and losses and OCI is recognized in the consolidated statement of profit and loss and other comprehensive income (except for losses in excess of the Company’s investment in the associate unless there is an obligation to make good on those losses).
Going concern
The Company expects its research and development expenses to remain significant as it continues to develop its RNA delivery platforms and advance or initiate the pre-clinical and clinical development of its product candidates. It also expects to continue to incur additional costs associated with operating as a public company. To the extent that the Company will be unable to generate sufficient cash proceeds from the planned divestiture or partnering of its legacy assets or other partnering activities, it will need substantial additional financing to meet these funding requirements. Additional funds may not be available on a timely basis, on favorable terms, or at all, and such funds, if raised, may not be sufficient to enable it to continue to implement its long-term business strategy. If the Company is unable to raise capital when needed, it could be forced to delay, reduce or eliminate its research and development programs, which could materially harm its business, prospects, financial condition and operating results. This could then result in bankruptcy, or the liquidation of the Company. These factors raise substantial doubt about its ability to continue as a going concern.
8
The Company’s Board
of Directors has considered the cash flow forecasts and the funding requirements of the business and continues to explore and pursue various
funding opportunities, including loans or convertible loans, the partial spin-off of the Company’s RNA delivery business (which
would subsequently become independently funded), divestitures of legacy assets, and licensing revenues. Based on currently available information
and data, the Board of Directors considers it feasible to generate $
The Company’s assumptions may prove to be wrong, and the Company may have to use its capital resources sooner than it currently expects. As is often the case with drug development companies, the ability of the consolidated entity to continue its activities as a going concern is dependent upon it completing the spin-off of a majority of the RNA delivery business, deriving sufficient cash from licensing and partnering activities, and from other sources of revenue such as grant funding. To the extent that the Company will be unable to generate sufficient cash proceeds from these sources, it may need substantial additional financing to meet its funding requirements. While Management and the Board of Directors continue to apply best efforts to evaluate available options, there is no guarantee that any transaction can be realized or that such transaction would generate sufficient funds to finance operations for twelve months from the issuance of these financial statements.
The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal activities and realization of assets and settlement of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The lack of a going concern assessment may negatively affect the valuation of the Company’s investments in its subsidiaries and result in a revaluation of these holdings. The Company’s Board of Directors will need to consider the interests of the Company’s creditors and take appropriate action to restructure the business if it appears that the Company is insolvent or likely to become insolvent.
| 3. | Capital and Reserves |
Share capital
The issued share capital of the Company consisted of:
| June 30, | December 31, | |||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Number | US$ | Number | US$ | |||||||||||||
| Common shares with par value of $ | ||||||||||||||||
| Total | ||||||||||||||||
| Common Shares | ||||||||
| (Number) | ||||||||
| 2025 | 2024 | |||||||
| As of January 1 | ||||||||
| 2022 Commitment Purchase Agreement | ||||||||
| HCW Sales Agreement | ||||||||
| Equity Incentive Plan | ||||||||
| Total, as of June 30 | ||||||||
9
Equity offerings
On September 19, 2024 the
Company closed a public offering of
On January 19, 2024, the
Company entered into a sales agreement with H.C. Wainwright & Co., LLC (“HCW” and the “HCW Sales Agreement”).
Pursuant to the terms of the HCW Sales Agreement the Company may offer and sell its common shares, from time to time through HCW by any
method deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act. In the
first six months of 2024, we issued
The HCW Sales Agreement effectively replaced the sales agreement that the Company had concluded with A.G.P./Alliance Global Partners (“A.G.P.” and the “A.G.P. Sales Agreement”) on November 30, 2018 and amended on April 5, 2019 and which the Company terminated effective January 1, 2024. Pursuant to the terms of the A.G.P. Sales Agreement, the Company could offer and sell its common shares, from time to time through A.G.P. by any method deemed to be an “at-the-market” (ATM) offering as defined in Rule 415(a)(4) promulgated under the Securities Act.
On July 10, 2023, the Company
closed a public offering of
10
On May 1, 2023, the Company
entered into a convertible loan agreement with FiveT Investment Management Ltd. (“FiveT IM” and the “2023 FiveT Loan”;
see Note 4, Loans). Under the 2023 FiveT Loan the Company sold an aggregate
On December 5, 2022, the
Company entered into a purchase agreement with Lincoln Park Capital Fund, LLC (“LPC” and the “2022 Commitment Purchase
Agreement”). Pursuant to the purchase agreement, LPC agreed to subscribe for up to $
As of December 31, 2024, the fair value of the warrants issued in the January 2018 Registered Offering amounted to zero. The warrants expired unexercised on January 30, 2025.
Issue of common shares under the Equity Incentive Plan
In the first six months
of 2025, the Company issued, in lieu of a cash bonus,
Issue of common shares upon exercise of options
During the six months ended June 30, 2025, no options were exercised.
11
| 4. | Loans |
On April 3, 2025, the
Company entered into a mandatory convertible loan agreement with a private investor (the “Convertible Loan Investor”),
pursuant to which the Convertible Loan Investor agreed to loan Altamira Therapeutics AG (“ATAG”) CHF
| 5. | Employee Benefits |
| SIX MONTHS ENDED | ||||||||
| JUNE 30, 2025 | JUNE 30, 2024 | |||||||
| Salaries | ||||||||
| Pension costs | ||||||||
| Share based compensation expense | ||||||||
| Other employee costs and social benefits | ||||||||
| Recharged to related party | ( | ) | ( | ) | ||||
| Total employee benefits | ||||||||
Salaries increased in the
first six months ended June 30, 2025, primarily due to increased headcount and the depreciation of the US$ vs. the Swiss franc compared
to the first six months ended June 30, 2024. Share based compensation includes expenses related to employee stock options of $
In consideration of the objectives
of the Company’s Equity Incentive Plan, namely the motivation and retention of employees, the Company’s Compensation Committee
decided on April 10, 2025 to align the exercise price of all outstanding stock options which had been issued under the Company’s
Equity Incentive Plan up to 2024 and were held by active / currently employed members of the Company’s Board, Executive Management
and staff. The strike price was thus reduced to $
Overall, expenses for employee benefits decreased slightly in the first six months ended June 30, 2025, primarily due to higher amounts recharged for services to the associate Altamira Medica.
12
| 6. | Finance Income and Finance Expense |
| SIX MONTHS ENDED | ||||||||
| JUNE 30, 2025 | JUNE 30, 2024 | |||||||
| Net foreign exchange loss | ( | ) | ||||||
| Interest expense (incl. bank charges) | ( | ) | ( | ) | ||||
| Total finance expense (incl. bank charges) | ( | ) | ( | ) | ||||
| Gain on modification of financial instruments | ||||||||
| Net foreign exchange gain | ||||||||
| Interest income | ||||||||
| Total finance income | ||||||||
| Finance income/(expense), net | ( | ) | ||||||
| 7. | Loss per share |
| SIX MONTHS ENDED | ||||||||
| JUNE 30, 2025 | JUNE 30, 2024 | |||||||
| Loss attributable to owners of the Company | ( | ) | ( | ) | ||||
| Weighted average number of shares outstanding | ||||||||
| Basic and diluted loss per share | ( | ) | ( | ) | ||||
For the six months ended
June 30, 2025, and June 30, 2024, basic and diluted loss per share are calculated based on the weighted average number of shares issued
and outstanding and excludes shares to be issued under the stock option plans or for warrants, as they would be anti-dilutive. As of June
30, 2025, the Company had
| 8. | Events after the Reporting Period |
On July 23, 2025, the Company entered into a loan agreement with a
private investor (the “Private Lender”), pursuant to which the Private Lender agreed to loan to ATAG the amount of CHF
13
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This management’s discussion and analysis is designed to provide you with a narrative explanation of our financial condition and results of operations. We recommend that you read this in conjunction with our unaudited condensed consolidated interim financial statements as of and for the six months ended June 30, 2025 and 2024 included as Exhibit 99.1 to this Report on Form 6-K, which have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting. We also recommend that you read our management’s discussion and analysis and our audited consolidated financial statements and the notes thereto, which appear in our Annual Report on Form 20-F for the year ended December 31, 2024 (the “Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the U.S. Securities and Exchange Act of 1934, as amended.
Unless otherwise indicated or the context otherwise requires, all references in this report to “Altamira,” the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to Altamira Therapeutics Ltd. xPhore™, OligoPhore™, SemaPhore™, and CycloPhore™ are trademarks of the Company; Bentrio® is a registered trademark of Altamira Medica AG, an associate of the Company. The trademarks, trade names and service marks appearing in this report are property of their respective owners.
Altamira Therapeutics Ltd. is an exempted company incorporated under the laws of Bermuda. Our registered office is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
We prepare and report our consolidated financial statements and financial information in accordance with FRS Accounting Standards as issued by International Accounting Standards Board (IFRS Accounting Standards). None of our financial statements were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). We maintain our books and records in US dollars. We have made rounding adjustments to some of the figures included in this management’s discussion and analysis. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them. Unless otherwise indicated, all references to currency amounts in this discussion and analysis are in US dollars.
This discussion and analysis is dated as of August 27, 2025.
Overview
The Company is a preclinical-stage biopharmaceutical company developing and supplying peptide-based nanoparticle technologies for efficient RNA delivery to extrahepatic targets (xPhore platform). The versatile delivery platform is suited for delivery of oligonucleotides (OligoPhore), mRNA (SemaPhore) and circular RNA (CycloPhore) and made available to pharma or biotech companies through out-licensing. In addition, the Company is pursuing two flagship siRNA programs using its proprietary OligoPhore delivery technology: AM-401 for KRAS driven cancer and AM-411 for rheumatoid arthritis, both in preclinical development beyond in vivo proof of concept. Further, the Company holds a 49% stake in Altamira Medica AG, which commercializes the legacy asset Bentrio, an OTC nasal spray for allergic rhinitis, and seeks to partner / divest its inner ear legacy assets.
Recent Developments
xPhore platform for extrahepatic RNA delivery
On May 27, 2025, the Company announced that it had entered into a collaboration agreement with an undisclosed company to evaluate the potential use of Altamira’s proprietary CycloPhore platform for the delivery of circular RNA payloads under development by the partner company. Under the terms of the agreement, Altamira and its collaboration partner intend to test in vitro and in vivo the use of CycloPhore nanoparticles. The partner will, under certain conditions, have the option to negotiate with Altamira a license agreement to develop and commercialize circRNA nanoparticles with their proprietary RNA payload.
On April 30, 2025, the Company announced its intention to grow the RNA delivery business, which it operates through its Swiss subsidiary Altamira Therapeutics AG (“ATAG”), by involving private equity investors for its funding. Altamira aims to spin off a majority of ATAG’s share capital and has initiated the process for the legal and organizational carve-out of the entity.
On January 22, 2025, the Company announced that it had entered into a collaboration agreement with an undisclosed company in the radiopharmaceutical sector to evaluate the use of the Company’s proprietary RNA delivery platform for radiopharmaceutical targeting. Under the terms of the agreement, Altamira and its project collaboration partner intend to test in vitro and in vivo the use of nanoparticles with an undisclosed RNA payload in conjunction with one of the partner’s proprietary radiopharmaceuticals. Upon successful conclusion of the experiments, the partner will, under certain conditions, have the option to negotiate with Altamira a license and supply agreement to develop and commercialize the RNA nanoparticles for use in cancer treatment.
Bentrio® for protection against airborne allergens
On March 7, 2025, the Company announced that the U.S. Patent and Trademark Office (“USPTO”) had issued a Notice of Allowance for a patent relating to the composition of Bentrio, a nasal spray developed and commercialized by its affiliate Altamira Medica AG (“Medica”) for preventing or treating allergic rhinitis. The claims are directed to the key ingredients and composition of Bentrio’s proprietary formulation. The patent has an initial priority date of September 8, 2020, and is expected to provide key intellectual property protection for Bentrio in the USA, the world’s largest market for “over the counter (OTC)” products for allergic rhinitis relief and treatment.
Collaboration and License Agreements
On December 11, 2020, we entered into an Exclusive License Agreement with Washington University located in St. Louis, Missouri (“WU”). Pursuant to the Agreement, WU granted us an exclusive, worldwide, royalty-bearing license (with the right to sublicense) during the term of the agreement under certain patent rights owned or controlled by WU to research, develop, make, have made, sell, offer for sale, use and import pharmaceutical products covered under such patent rights for all fields of use. Such licensed products may include “silencing RNA” (siRNAs) pharmaceutical preparations formulated in combination with our proprietary delivery technologies. In consideration for such worldwide, exclusive license, we will be obligated to pay WU: annual license maintenance fees in the low five figures through first commercial sale; pre-clinical and clinical regulatory milestones; sales milestones; and a low single digit royalty based on annual net sales of licensed products worldwide for at least the applicable patent term or period of marketing exclusivity, whichever is longer, but in no case less than a minimum royalty term of 12 years; and a percentage share (in the double digits) of sublicensing revenues received by the Company in connection with licensed products. Such regulatory and sales milestones may total up to an aggregate of $4,375,000. In the event the Company fails to meet certain regulatory diligence milestones, WU will have the right to terminate the license.
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Research and Development Expense
Our research and development expense is highly dependent on the development phases of our research projects and therefore may fluctuate substantially from period to period. Our research and development expense mainly relates to the following key programs:
| ● | xPhore delivery platform. Through the acquisition of Trasir Therapeutics Inc. (“Trasir”) in 2021 we entered the field of RNA delivery technology. The xPhore delivery platform is based on a propriety peptide which allows the efficient delivery of nucleic acid payloads and is suited for delivery of oligonucleotides (OligoPhore), mRNA (SemaPhore) and circular RNA (CycloPhore). It is made available to pharma or biotech companies through out-licensing. In addition, the Company is pursuing two flagship siRNA programs using its proprietary OligoPhore delivery technology: AM-401 for KRAS driven cancer and AM-411 for rheumatoid arthritis, both in preclinical development beyond in vivo proof of concept. |
| ● | AM-125 for Vertigo. We have been developing AM-125 as a reformulation of betahistine for intranasal delivery. In 2019 we initiated the “TRAVERS” Phase 2 trial to evaluate the safety and efficacy of AM-125 in 124 patients suffering from acute vestibular syndrome following surgery. In June 2022 we reported top-line results from the trial showing good tolerability and a dose- and time-dependent improvement in balance and signs and symptoms of vestibular dysfunction. In the context of our strategic transition to become a company focused on RNA delivery technology, we intend to out-license or sell the AM-125 program. |
| ● | Bentrio for Allergy and Viral Infection: Bentrio is a drug-free and preservative-free medical device for prophylaxis or treatment of allergic rhinitis. Bentrio was first commercialized in 2021, and clinical development was completed in 2023. In November 2023 we sold 51% of the share capital of our subsidiary Altamira Medica AG (“Medica”), which operates our Bentrio business, to a Swiss private equity investor. We retained 49% of Medica’s share capital and have continued to provide certain services to Medica at cost. Bentrio is marketed primarily through distributors; Medica intends to partner the product for the US, where FDA clearance has already been obtained, and other key markets with well-established providers of consumer health products. |
For a discussion of our other key financial statement line items, please see “Item 5—Operating and Financial Review and Prospects–Operating results — Financial Operations Overview” in the Annual Report.
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Results of Operations
The numbers below have been derived from our unaudited condensed consolidated interim financial statements as of and for the six months ended June 30, 2025 and 2024. The discussion below should be read along with this financial information, and it is qualified in its entirety by reference to them.
Comparison of the six months ended June 30, 2025 and 2024:
| SIX MONTHS ENDED | ||||||||||||
| JUNE 30 | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| (in thousands of US$) | % | |||||||||||
| Other operating income | 81 | 34 | 138 | % | ||||||||
| Research and development | (1,466 | ) | (1,963 | ) | (25 | )% | ||||||
| General and administrative | (1,244 | ) | (1,988 | ) | (37 | )% | ||||||
| Operating loss | (2,629 | ) | (3,917 | ) | (33 | )% | ||||||
| Finance expense | (37 | ) | (186 | ) | (80 | )% | ||||||
| Finance income | 1,662 | 1 | 166,100 | % | ||||||||
| Share of loss of an associate | (531 | ) | (237 | ) | 124 | |||||||
| Net loss attributable to owners of the Company | (1,535 | ) | (4,339 | ) | (65 | )% | ||||||
| Other comprehensive income/(loss): | ||||||||||||
| Remeasurements of defined benefit liability, net of taxes of $ 0 | 263 | 198 | 33 | % | ||||||||
| Foreign currency translation differences, net of taxes of $ 0 | (1,600 | ) | 15 | (10,767 | )% | |||||||
| Share of other comprehensive income of an associate | 67 | (44 | ) | (252 | ) | |||||||
| Other comprehensive income/(loss), net of taxes of $ 0 | (1,270 | ) | 169 | (851 | )% | |||||||
| Total comprehensive loss attributable to owners of the Company | (2,805 | ) | (4,170 | ) | (33 | )% | ||||||
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Research and development expense
| SIX MONTHS ENDED | ||||||||||||
| JUNE 30, 2025 | JUNE 30, 2024 | Change % | ||||||||||
| (in thousands of US$) | ||||||||||||
| Clinical projects | 4 | 27 | (85 | )% | ||||||||
| Pre-clinical projects | 286 | 276 | 4 | % | ||||||||
| Drug manufacturing and substance | 13 | 567 | (98 | )% | ||||||||
| Employee benefits | 1,042 | 845 | 23 | % | ||||||||
| Other research and development expenses | 121 | 248 | (51 | )% | ||||||||
| Total | 1,466 | 1,963 | (25 | )% | ||||||||
Research and development expenses amounted to $1.5 million in the six months ended June 30, 2025. This represents a decrease of 25% compared to the six months ended June 30, 2024. Research and development expenses reflected the following:
| ● | Clinical projects. In the six months ended June 30, 2025, clinical expenses were $4 thousand, which was 85% lower than in the six months ended June 30, 2024. |
| ● | Pre-clinical projects. In the six months ended June 30, 2025, pre-clinical expenses were $286 thousand and thus slightly higher than in the same period last year. |
| ● | Drug manufacture and substance. In the six months ended June 30, 2025, expenditure decreased to $13 thousand due to completion of certain development work and as the Company could draw on existing stocks. |
| ● | Employee benefits. Employee expenses increased by 23% in the six months ended June 30, 2025, to reach $1 million primarily due to an increase in laboratory headcount as well as reflecting the appreciation of the Swiss franc vs. the US dollar. |
| · | Other research and development expenses. Other research and development expenses decreased by 51% in the six months ended June 30, 2025, compared to the same period in 2024 primarily due to temporarily lower spending on intellectual property. |
General and administrative expense
| SIX MONTHS ENDED | ||||||||||||
| JUNE 30, 2025 | JUNE 30, 2024 | Change % | ||||||||||
| (in thousands of US$) | ||||||||||||
| Employee benefits | 384 | 574 | (33 | )% | ||||||||
| Lease expenses | 17 | 15 | 13 | % | ||||||||
| Travel and representation | 6 | 24 | (75 | )% | ||||||||
| Administration costs | 770 | 1,312 | (41 | )% | ||||||||
| Depreciation Right-of-use assets | 67 | 63 | 6 | % | ||||||||
| Total | 1,244 | 1,988 | (37 | )% | ||||||||
General and administrative expense decreased to $1.2 million in the six months ended June 30, 2025, compared to $2.0 million in the same period in the previous year, primarily due to lower employee benefits and administration costs (lower legal expenses, listing fees and other costs related to being a public company).
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Finance income and finance expense
| SIX MONTHS ENDED | ||||||||||||
| JUNE 30, 2025 | JUNE 30, 2024 | |||||||||||
| (in thousands of US$) | ||||||||||||
| Net foreign exchange loss | - | (180 | ) | (100 | )% | |||||||
| Interest expense (incl. bank charges) | (37 | ) | (6 | ) | 475 | % | ||||||
| Total finance expense (incl. bank charges) | (37 | ) | (186 | ) | (80 | )% | ||||||
| Gain on modification of financial instruments | 15 | - | n/a | % | ||||||||
| Net foreign exchange gain | 1,647 | - | n/a | % | ||||||||
| Interest income | - | 1 | (100 | )% | ||||||||
| Total finance income | 1,662 | 1 | 323,919 | % | ||||||||
| Finance income/(expense), net | 1,625 | (185 | ) | 976 | % | |||||||
Interest expense
Interest expense in the six months ended June 30, 2025, increased 475% to $37 thousand and included interest related to lease liabilities, loans and bank charges.
Foreign currency exchange gain or loss
For the six months ended June 30, 2025, a net foreign exchange gain of $1.6 million was recorded, primarily due to the value appreciation of loans denominated in foreign currencies; in the corresponding period in 2024, a net foreign exchange loss of $180 thousand was recorded.
Cash flow
The table below summarizes our cash flows for the six months ended June 30, 2025 and 2024:
| SIX MONTHS ENDED | ||||||||
| JUNE 30, 2025 | JUNE 30, 2024 | |||||||
| (in thousands of US$) | ||||||||
| Net cash used in operating activities | (1,384 | ) | (3,204 | ) | ||||
| Net cash from investing activities | - | 1 | ||||||
| Net cash from financing activities | 367 | 2,514 | ||||||
| Net effect of currency translation on cash | 7 | 20 | ||||||
| Cash and cash equivalents at beginning of the period | 999 | 734 | ||||||
| Cash and cash equivalents net of the bank overdraft at the end of the period | (11 | ) | 65 | |||||
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Cash and funding sources
On April 3, 2025, the Company entered into a mandatory convertible loan agreement with a private investor (the “Convertible Loan Investor”), pursuant to which the Convertible Loan Investor agreed to loan Altamira Therapeutics AG (“ATAG”) CHF 300,000 ($347,942), which loan bears interest at the rate of 5% per annum and is to mature as of April 7, 2026 (the “ATAG Convertible Loan”). The outstanding loan amount, including principal and accrued interest, will convert into common shares of ATAG simultaneously with a planned financing round for ATAG involving outside investors (the “Financing Round”), with the conversion price amounting to 90% of the issue price per ATAG common share for the Financing Round. On May 19, 2025, ATAG and the Convertible Loan Investor agreed to increase the principal amount of the ATAG Convertible Loan from CHF 300,000 ($347,942) to CHF 420,000 ($487,119). After deduction of transaction costs of CHF 42,000 ($48,712), net cash proceeds amounted to CHF 378,000 ($438,407). The host contract is accounted for as a financial liability measured at amortized cost. After accounting for transaction cost amortization and foreign exchange translation, the carrying amount of the liability was $430,841 as of June 30, 2025. The embedded conversion feature is bifurcated and recognized separately as a derivative financial liability, which is measured at fair value through profit or loss. As of June 30, 2025, the fair value of the derivative was $52,957. The amendment of the loan agreement on May 19, 2025, was assessed as a substantial modification, which resulted in the recognition of a gain of $14,917 in profit or loss for the period.
On September 19, 2024 the Company closed a public offering of 377,000 common shares and 5,178,556 pre-funded warrants accompanied by Series A-1 common warrants to purchase up to 5,555,556 common shares and Series A-2 common warrants to purchase up to 5,555,556 common shares, at a combined public offering price of $0.72 per share (or per pre-funded warrant in lieu thereof) (the “2024 Public Offering”). The Series A-1 common warrants have an exercise price of $0.72 per share, are immediately exercisable upon issuance and will expire on the earlier of the eighteen-month anniversary of the initial issuance date or 60 days following the date the Company publicly announces positive biodistribution data for AM-401 or AM-411nanoparticles. The Series A-2 common warrants have an exercise price of $0.72 per share, are immediately exercisable upon issuance and will expire on the earlier of the five-year anniversary of the initial issuance date or six months following the date the Company publicly announces the entry into one or more agreements relating to the further development and commercialization for AM-401 or AM-411, provided at least one such agreement covers a territory that includes all or a part of the European Union or the United States. The total gross proceeds from the offering amounted to $3,991,410. As of December 31, 2024, prior year, an aggregate of 883,556 pre-funded warrants had been exercised for a total amount of $1,767, no additional warrants were exercised in the first half year 2025; 4,295,000 pre-funded warrants were still outstanding as of December 31, 2024 and as of June 30, 2025. After full exercise of pre-funded warrants, gross proceeds from the offering will amount to $4,000,000.
On January 19, 2024, we entered into a sales agreement with H.C. Wainwright & Co., LLC (“HCW” and the “HCW Sales Agreement”). Pursuant to the terms of the HCW Sales Agreement we may offer and sell our common shares, from time to time through HCW by any method deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act. Pursuant to the HCW Sales Agreement. In the first six months of 2024, we sold 637,460 shares under the HCW Sales Agreement for aggregate gross proceeds of $1.66 million.
We have no other ongoing material financial commitments, such as lines of credit or guarantees that are expected to affect our liquidity over the next five years, other than leases.
Funding requirements
We expect that we will require additional funding to continue the research and development program for our RNA delivery platforms and our product candidates AM-401 and AM-411. We also expect to continue to incur additional costs associated with operating as a public company. To the extent that we will be unable to generate sufficient cash proceeds from the planned divestiture or partnering of our AM-125 development program and from our 49% stake in Medica or other partnering activities, we will need substantial additional financing to meet these funding requirements. However, additional funds may not be available on a timely basis, on favorable terms, or at all, and such funds, if raised, may not be sufficient to enable us to continue to implement our long-term business strategy. If we are not able to raise capital when needed, we could be forced to delay, reduce or eliminate our research and development programs, which could materially harm our business, prospects, financial condition and operating results. This could then result in bankruptcy, or the liquidation of the Company.
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Our future funding requirements will depend on many factors, including but not limited to:
| ● | the scope, rate of progress, results and cost of our nonclinical testing and other related activities; |
| ● | the cost of sourcing key ingredients for our RNA delivery programs and of manufacturing our product candidates and any products that we may develop; |
| ● | the scope of the further development of our RNA delivery platforms and the number and characteristics of product candidates that we pursue; and |
| ● | the terms and timing of any collaborative, licensing, and other arrangements that we may establish, including any required milestone and royalty payments thereunder. |
These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements included in this report have been prepared on a going concern basis, which contemplates the continuity of normal activities and realization of assets and settlement of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The lack of a going concern assessment may negatively affect the valuation of the Company’s investments in its subsidiaries and result in a revaluation of these holdings.
The Company’s Board of Directors has considered the cash flow forecasts and the funding requirements of the business and continues to explore and pursue various funding opportunities, including loans or convertible loans, the partial spin-off of the Company’s RNA delivery business (which would subsequently become independently funded), divestitures of legacy assets, and licensing revenues. Based on currently available information and data, the Board of Directors considers it feasible to generate $2.8 to $3.5 million in funding within 12 months from the reporting date. At the date of issuing these financial statements, such plans have not yet been fully realized.
The Company’s assumptions may prove to be wrong, and the Company may have to use its capital resources sooner than it currently expects. As is often the case with drug development companies, the ability of the consolidated entity to continue its activities as a going concern is dependent upon it completing the spin-off of a majority of the RNA delivery business, deriving sufficient cash from licensing and partnering activities, and from other sources of revenue such as grant funding. To the extent that the Company will be unable to generate sufficient cash proceeds from these sources, it may need substantial additional financing to meet its funding requirements. While Management and the Board of Directors continue to apply best efforts to evaluate available options, there is no guarantee that any transaction can be realized or that such transaction would generate sufficient funds to finance operations for twelve months from the issuance of these financial statements.
The Board of Directors will need to consider the interests of our creditors and take appropriate action to restructure the business if it appears that we are insolvent or likely to become insolvent.
For more information as to the risks associated with our future funding needs, see “Item 3—Key Information—D. Risk factors” in the Annual Report.
Significant Accounting Policies and Use of Estimates and Judgment
There have been no material changes to the significant accounting policies and estimates described in “Item 5—Operating and Financial Review and Prospects–A. Operating results—Significant accounting policies and use of estimates and judgment” in the Annual Report.
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Recent Accounting Pronouncements
See Note 4 to our audited financial statements included in our most recent Annual Report on Form 20-F for a full description of recent accounting pronouncements, including the expected dates of adoption and effects on the Company’s financial condition, results of operations and cash flows.
Cautionary Statement Regarding Forward Looking Statements
Forward-looking statements appear in a number of places in this discussion and analysis 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:
| ● | our operation as a drug development-stage company with limited operating history and a history of operating losses; |
| ● | our need for substantial additional funding to continue the development of our RNA delivery platforms and product candidates before we can expect to become profitable from sales of our platform technology and products and the possibility that we may be unable to raise additional capital when needed; |
| ● | the timing, scope, terms and conditions of a potential divestiture or partnering of the Company’s AM-125 development program in vertigo as well as the cash such transaction(s) may generate; |
| ● | our dependence on the success of xPhore, AM-401 and AM-411, which are still in preclinical development, and may eventually prove to be unsuccessful; |
| ● | the chance that we may become exposed to costly and damaging liability claims resulting from the testing of our product candidates in the clinic; |
| ● | 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; |
| ● | our reliance on our current strategic relationship with Washington University and the potential success or failure of strategic relationships, joint ventures or mergers and acquisitions transactions; |
| ● | our reliance on third parties to conduct certain of our nonclinical studies and on third-party, single-source suppliers to supply certain key ingredients for RNA delivery platforms or to produce our product candidates; |
| ● | 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; |
| ● | the chance that certain intangible assets related to our product candidates will be impaired; and |
| ● | other risk factors set forth in our most recent Annual Report on Form 20-F. |
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.
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Exhibit 99.3
Altamira Therapeutics Provides Business Update and First Half 2025 Financial Results
| ● | Company to host webcast today at 8.00 a.m. ET |
| ● | Growing portfolio of RNA delivery clients and programs |
| ● | Advancing plans for partial spin-off of RNA delivery activities |
| ● | Continued adjustment of cost structure |
HAMILTON, BERMUDA – August 29, 2025 – Altamira Therapeutics Ltd. (“Altamira” or the “Company”) (OTCQB:CYTOF), a company dedicated to developing and commercializing RNA delivery technology for targets beyond the liver, today provided a business update and reported its first half 2025 financial results.
“We are very pleased to report further progress in our core business of RNA delivery,” commented Thomas Meyer, Altamira Therapeutics’ founder, Chairman, and CEO. “Notably, we could demonstrate that our xPhore platform works well also with circular RNA, thus further expanding the field of potential uses, and branded it as CycloPhore for this purpose. Circular RNA holds great promise for various medical applications, providing enhanced protein expression and greater stability compared to linear mRNA. We are very excited to have already stated the evaluation of our CycloPhore technology together with an undisclosed client.”
Mr. Meyer added: “While we keep progressing with the further development and testing of our RNA delivery technology, we have been working on the implementation of the previously announced partial spin-off of the RNA delivery business. Preparations for such a transaction have been made, and we expect to start executing on it over the coming months.”
RNA Delivery Technology
Altamira is pursuing with the RNA delivery business a ‘picks and shovels’ strategy based on the licensing of its xPhore™ platform technology to partners in the biotech and pharma industry for use in their own RNA drug product development programs. The platform is adapted for the specific requirements of different RNA modalities: OligoPhore™ for oligonucleotides, SemaPhore™ for linear mRNA, and CycloPhore™ for circRNA.
So far in 2025, Altamira could win two more collaboration partners for the evaluation of the feasibility and efficacy of their RNA payloads delivered via xPhore nanoparticles:
| ● | Together with an undisclosed partner in the radiopharmaceutical sector Altamira is testing in vitro and in vivo the use of SemaPhore nanoparticles with a certain payload in conjunction with one of the partner’s proprietary radiopharmaceuticals for cancer treatment. Radiopharmaceutical therapy uses tiny amounts of radioactive compounds which find their way to a tumor through the bloodstream and bind to a tumor-specific receptor. |
| ● | Together with another undisclosed partner Altamira is testing in vitro and in vivo the use of CycloPhore nanoparticles platform for the delivery of circular RNA payloads under development by the partner company. |
Upon positive outcomes from these evaluations, Altamira and its partners intend to discuss and negotiate licensing agreements. Through its business development activities, the Company is pursuing additional collaboration opportunities with other pharma and biotech companies. Altamira expects to sign a collaboration agreement with at least one more partner in the course of 2025.
In parallel, Altamira is advancing the xPhore platform towards an IND filing and industrialization. The main focus for the development activities has been on nanoparticle formulation and process development for nanoparticle manufacturing.
As previously announced, the Company intends to grow the RNA delivery business, which it operates through its Swiss subsidiary Altamira Therapeutics AG (“ATAG”), by involving private equity investors for its funding. For this purpose, Altamira aims to spin off a majority of ATAG’s share capital. The Company has essentially completed the process for the legal and organizational carve-out of the entity.
Legacy assets
In its non-core activities (“legacy assets”), Altamira made further progress with Bentrio®, a drug free, preservative free nasal spray for the treatment of allergic rhinitis. The Company’s associate Altamira Medica AG (“Medica”) is in the process of transitioning Bentrio from a Class I to a Class IIa medical device under the European Union’s new Medical Device Regulation (MDR). Upon certification by a Notified Body, Medica will be allowed to market Bentrio across the EU member states. In addition, Medica and its partner Nuance Pharma are making progress with the filing of Bentrio for clearance in Mainland China.
Further, Altamira could expand its intellectual property portfolio around AM-125, one of its other legacy assets. AM-125 (intranasal betahistine) is under development for the treatment of acute vestibular syndrome (AVS) and potentially other central nervous system disorders. The Company was notified by the Japan Patent Office Board of Appeals that its patent application on the composition of matter and methods of use for formulations of betahistine dihydrochloride for intranasal delivery was allowable. So far, Altamira has secured patent coverage for AM-125 in more than 50 countries worldwide, including key markets in North America and Europe.
First Half 2025 Financial Results and Outlook
| ● | Total operating loss was $2.6 million in the first half of 2025, compared against $3.9 million in the first half of 2024. The decrease of 32.9% was primarily driven by lower general and administrative expenses (-37.4% to $1.2 million) and reduced expenditures on research and development (-25.3% to $1.5 million); other operating income increased from $34 thousand to $81 thousand. |
2
| ● | Net loss decreased by 64.6% to $1.5 million in the first half of 2025 ($4.3 million in the first half of 2024), primarily due to finance income of $1.7 million arising from the appreciation of intercompany loans denominated in foreign currencies and lower finance expense ($37 thousand vs. $0.2 million). This was partly compensated by a higher pro rata loss recorded for the Company’s associate Altamira Medica of $0.5 million (first half of 2024: $0.2 million). |
| ● | Cash used in operations decreased by 56.8% from $3.2 million in the first half of 2024 to $1.4 million in the first half of 2025. Financing activities provided $0.4 million in the first six months of 2025 vs. $2.5 million in the first six months of 2024. |
| ● | Shareholders’ equity amounted to $4.1 million as of June 30, 2025, compared with $6.6 million at year-end 2024. Cash and cash equivalents on June 30, 2025, amounted to $4 thousand compared with $1.0 million on December 31, 2024. |
Upon completion of the planned partial spin-off of its ATAG subsidiary, Altamira expects its operating expenses to decrease significantly. The Company expects to fund its operations from its cash position, proceeds from the sale of ATAG shares to private equity investors, the partnering or divestiture of legacy assets as well as from the provision of services for associates. Altamira intends to update its financial guidance as and when material new information will become available, notably on the planned partial spin-off of ATAG.
First Half 2025 and Business Update Webcast Details
Altamira’s Senior Management will hold an investor call today, Friday, August 29, at 08.00 a.m. ET to present a business update and first half 2025 results. Founder, Chairman, and CEO Thomas Meyer and COO Covadonga Pañeda will deliver prepared remarks.
| ● | Event: Altamira Therapeutics First Half 2025 Financial Results and Business Update Call |
| ● | Date: Friday, August 29, 2025 |
| ● | Time: 8:00 am ET |
| ● | Access: |
| Toll Free: 888-506-0062 | |
| International: 973-528-0011 | |
| Participant Access Code: 427043 | |
| Webcast URL: https://www.webcaster4.com/Webcast/Page/2797/52765 |
Participants will be greeted by an operator and asked for the access code. If a caller does not have the code, they can reference the company name.
The call will be in listen-only mode.
A replay of the call will be available 30 minutes after the live event via the Investors section of the Altamira website at https://ir.altamiratherapeutics.com/ .
| ● | Replay access: |
| Toll Free: 877-481-4010 | |
| International: 919-882-2331 | |
| Replay Passcode: 52765 | |
| Expiration: Friday, September 12, 2025 |
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Condensed Consolidated Interim Statement of Profit or Loss and
Other Comprehensive Income or Loss (unaudited)
For the Six Months Ended June 30, 2025 and 2024 (in US$)
| SIX MONTHS ENDED | ||||||||
| JUNE 30 | ||||||||
| 2025 | 2024 | |||||||
| Other operating income | 80,951 | 34,298 | ||||||
| Research and development | (1,465,898 | ) | (1,963,664 | ) | ||||
| General and administrative | (1,243,973 | ) | (1,987,972 | ) | ||||
| Operating loss | (2,628,920 | ) | (3,917,338 | ) | ||||
| Finance expense | (37,315 | ) | (186,000 | ) | ||||
| Finance income | 1,662,220 | 513 | ||||||
| Share of loss of an associate | (530,997 | ) | (237,007 | ) | ||||
| Net loss attributable to owners of the Company | (1,535,012 | ) | (4,339,832 | ) | ||||
| Other comprehensive income/(loss): | ||||||||
| Items that will never be reclassified to profit or loss | ||||||||
| Remeasurements of defined benefit liability, net of taxes of $0 | 262,934 | 198,277 | ||||||
| Items that are or may be reclassified to profit or loss | ||||||||
| Foreign currency translation differences, net of taxes of $0 | (1,600,083 | ) | 14,662 | |||||
| Share of other comprehensive income of an associate | 66,840 | (43,712 | ) | |||||
| Other comprehensive income/(loss), net of taxes of $0 | (1,270,309 | ) | 169,227 | |||||
| Total comprehensive loss attributable to owners of the Company | (2,805,321 | ) | (4,170,605 | ) | ||||
| Basic and diluted loss per share | (0.31 | ) | (2.11 | ) | ||||
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Condensed Consolidated Interim Statement of Financial Position (unaudited)
For the Six Months Ended June 30, 2025 and 2024 (in US$)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Non-current assets | ||||||||
| Property and equipment | 103,017 | 100,000 | ||||||
| Right-of-use assets | 327,690 | 349,905 | ||||||
| Intangible assets | 4,627,072 | 4,627,072 | ||||||
| Other non-current financial assets | 118,793 | 103,345 | ||||||
| Investment in an associate | 1,706,045 | 1,931,335 | ||||||
| Total non-current assets | 6,882,617 | 7,111,657 | ||||||
| Current assets | ||||||||
| Other receivables | 213,389 | 351,331 | ||||||
| Prepayments | 30,422 | 190,524 | ||||||
| Cash and cash equivalents | 3,755 | 998,624 | ||||||
| Total current assets | 247,566 | 1,540,479 | ||||||
| Total assets | 7,130,183 | 8,652,136 | ||||||
| EQUITY AND LIABILITIES | ||||||||
| Equity | ||||||||
| Share capital | 11,431 | 9,324 | ||||||
| Share premium | (1,472,300 | ) | (1,522,747 | ) | ||||
| Other reserves | 9,575,922 | 11,109,165 | ||||||
| Retained earnings/(Accumulated deficit) | (4,041,241 | ) | (3,030,636 | ) | ||||
| Total shareholders’ equity/(deficit) attributable to owners of the Company | 4,073,812 | 6,565,106 | ||||||
| Non-current liabilities | ||||||||
| Non-current lease liabilities | 198,762 | 238,691 | ||||||
| Employee benefit liability | 548,116 | 684,075 | ||||||
| Total non-current liabilities | 746,878 | 922,766 | ||||||
| Current liabilities | ||||||||
| Bank overdraft | 14,594 | - | ||||||
| Loan | 430,841 | - | ||||||
| Derivative financial instrument | 52,957 | - | ||||||
| Current lease liabilities | 145,852 | 122,362 | ||||||
| Trade and other payables | 763,326 | 552,049 | ||||||
| Accrued expenses | 901,923 | 489,853 | ||||||
| Total current liabilities | 2,309,493 | 1,164,264 | ||||||
| Total liabilities | 3,056,371 | 2,087,030 | ||||||
| Total equity and liabilities | 7,130,183 | 8,652,136 | ||||||
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About Altamira Therapeutics
Altamira Therapeutics is developing and supplying peptide-based nanoparticle technologies for efficient RNA delivery to extrahepatic tissues (xPhore™ platform). The versatile delivery platform is suited for different RNA modalities, including siRNA, mRNA and circRNA, and made available to pharma or biotech companies through out-licensing. The Company has two proprietary flagship programs based on xPhore and siRNA payloads: AM-401 for KRAS driven cancer and AM-411 for rheumatoid arthritis, both in preclinical development beyond in vivo proof of concept. In addition, Altamira holds a 49% stake (with additional economic rights) in Altamira Medica AG, which owns its commercial-stage legacy asset Bentrio®, an OTC nasal spray for allergic rhinitis. Further, the Company is in the process of partnering / divesting its inner ear legacy assets. Founded in 2003, Altamira is headquartered in Hamilton, Bermuda, with its main operations in Basel, Switzerland. For more information, visit: https://altamiratherapeutics.com/
Forward-Looking Statements
This press release may contain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements other than historical facts and may include statements that address future operating, financial or business performance or Altamira’s strategies or expectations. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, “outlook” or “continue”, or the negative of these terms or other comparable terminology. Forward-looking statements are based on management’s current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements. These risks and uncertainties include but are not limited to the clinical utility of Altamira’s product candidates, the timing or likelihood of regulatory filings and approvals, Altamira’s intellectual property position and Altamira’s financial position. These risks and uncertainties also include, but are not limited to, those described under the caption “Risk Factors” in Altamira’s Annual Report on Form 20-F for the year ended December 31, 2024, and in Altamira’s other filings with the Securities Exchange Commission (“SEC”), which are available free of charge on the SEC’s website at: www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-looking statements attributable to Altamira or to persons acting on behalf of Altamira are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and Altamira does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law.
Investor Contact:
Hear@altamiratherapeutics.com
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