SUBJECT TO COMPLETION,
DATED SEPTEMBER 23, 2022
PRELIMINARY PROSPECTUS
833,334 Common Shares
Altamira Therapeutics Ltd.
This prospectus relates to
the disposition from time to time of up to 833,334 common shares, par value CHF 0.01 per share (“Common Shares”), of Altamira
Therapeutics Ltd., an exempted company limited by shares incorporated in Bermuda (“Altamira”, “we”, “us”
or the “Company”). These Common Shares consist of shares that may be acquired upon the exercise of certain warrants (the “Warrants”)
issued in connection with the Loan Agreement (the “Loan Agreement”), dated September 9, 2022, between the Company (the “Borrower”),
FiveT Investment Management Ltd., Dominik Lysek and Thomas Meyer (the “Lenders”). The Warrants will be exercisable between
October 1, 2022 and September 30, 2027 at an exercise price of CHF 0.36 per share and may be exercised on a cashless basis in certain
circumstances specified therein. See “Selling Shareholders”. We are not selling any Common Shares under this prospectus and
will not receive any of the proceeds from the sale of Common Shares by the selling shareholders. We will, however, retain the proceeds
from any cash exercise of the Warrants.
We will bear all of the expenses
incurred in connection with the registration of these shares. The selling shareholders will pay any underwriting discounts and selling
commissions and/or similar charges incurred in connection with the sale of the shares. See “Plan of Distribution.”
The selling shareholders (including
its pledgees, donees, transferees, assignees or other successors-in-interest) may offer the Common Shares from time to time through public
or private transactions at prevailing market prices or at privately negotiated prices.
NEITHER THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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 2 of this Prospectus, as well as those risk factors contained or incorporated
by reference into this Prospectus and in the applicable Prospectus Supplements.
Currently, the Common Shares are traded on the Nasdaq Capital Market
under the symbol “CYTO”. The closing price of the Common Shares on Nasdaq on September 22, 2022 was $0.27 per Common Share.
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
, 2022
TABLE OF CONTENTS
Unless otherwise indicated
or the context otherwise requires, all references in this prospectus to “Altamira Therapeutics Ltd.,” “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), (iii) Auris Medical Holding Ltd., a Bermuda exempted company limited by shares, 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 on March 18, 2019, and (iv) Altamira Therapeutics Ltd. (formerly Auris Medical Holding Ltd.) after adoption of the new
Company name by resolution of Special General Meeting of Shareholders held on July 21, 2021. 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 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 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 on Form F-3 that we filed with the Securities and Exchange Commission (the “SEC”) under the Securities
Act of 1933, as amended, or the Securities Act. This prospectus and any accompanying prospectus supplement do not contain all of the information
included in the registration statement. For further information, we refer you to the registration statement, including its exhibits, filed
with the SEC. Statements contained in this prospectus and any accompanying prospectus supplement about the contents of any document are
not necessarily complete. If SEC rules require that a document be filed as an exhibit to the registration statement, please see such document
for a complete description of these matters.
This prospectus only provides
you with a general description of the securities being offered. Each time the selling shareholders sell any of the offered securities,
the selling shareholders will provide this prospectus and a prospectus supplement, if applicable, that will contain specific information
about the terms of the offering. The prospectus supplement may also add, update or change any information contained in this prospectus.
You should carefully read this prospectus, any prospectus supplement and any free writing prospectus related to the applicable securities
that is prepared by us or on our behalf or that is otherwise authorized by us, together with the additional information described under
the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”
You should rely only on the
information contained or incorporated by reference in this prospectus, any prospectus supplement and any free writing prospectus related
to these securities that is prepared by us or on our behalf or that is otherwise authorized by us. We have 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.
You should assume that the information contained in this prospectus, any prospectus supplement, any free writing prospectus and the documents
incorporated by reference herein and therein is accurate only as of their respective dates. Our business, financial condition, results
of operations and prospects may have changed since those dates. To the extent there is a conflict between the information contained in
this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement
in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated
by reference into this prospectus or any prospectus supplement — the statement in the document having the later date modifies or
supersedes the earlier statement.
We are not making an offer
to sell the offered securities in any jurisdiction where the offer or sale is not permitted. This offering is being made in the United
States and elsewhere solely on the basis of the information contained in this prospectus.
References to “selling
shareholders” refer to the shareholders listed herein under “Selling Shareholders,” and their transferees.
PROSPECTUS SUMMARY
This summary
highlights selected information about us, this offering and information contained in greater detail elsewhere in this prospectus and in
the documents incorporated by reference herein. This summary is not complete and does not contain all of the information that you should
consider before investing in our securities. You should carefully read and consider this entire prospectus and the documents, including
financial statements and related notes, and information incorporated by reference into this prospectus, including the financial statements
and “Risk Factors” in this prospectus, before making an investment decision. If you invest in our securities, you are assuming
a high degree of risk.
Our Company
We are a biopharmaceutical
company dedicated to developing therapeutics that address important unmet medical needs. For the most part since the formation of our
Company, we have been focusing on the development of therapeutics for inner ear disorders: (i) Keyzilen® (AM-101) in acute inner ear
tinnitus, (ii) Sonsuvi® (AM-111) in acute inner ear hearing loss and (iii) AM-125 in acute vestibular syndrome. We advanced Keyzilen®
and Sonsuvi® to Phase 3 clinical trials, and in 2022 we completed Phase 2 clinical development of AM-125. In 2021 we launched Bentrio™,
a drug free medical device for protection against airborne allergens and viruses in selected European markets. Further, through the acquisition
of Trasir Therapeutics (“Trasir”) in 2021, we entered the field of RNA delivery. In this context, we announced our intention
to reposition the Company around RNA therapeutics with AM-401 for the treatment of KRAS driven cancers and AM-411 for the treatment of
rheumatoid arthritis being our first projects, and to divest or spin off our non-RNA businesses, which are our assets in neurotology,
rhinology and allergology, including Bentrio™, AM-125, Keyzilen®, Sonsuvi® and certain early-stage drug product candidates.
Corporate Information
We are an exempted
company limited by shares incorporated 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 exempted company limited by shares with the name
“Auris Medical Holding Ltd.” (the “Redomestication”). By resolution of a Special General Meeting of Shareholders
held on July 21, 2021 we adopted the new company name Altamira Therapeutics Ltd. Our registered office is located at Clarendon House,
2 Church Street, Hamilton HM 11, 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 the SEC or the Commission, 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. |
This Offering
We are registering for resale by the
selling shareholders named herein the 833,334 Common Shares as described below.
| Securities being offered: |
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833,334 of our Common Shares that may be acquired upon the exercise of the Warrants issued in connection with the Loan Agreement. |
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| Use of proceeds: |
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We will not receive any of the proceeds from the sale or other disposition of our Common Shares by the selling shareholders. |
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| NASDAQ Capital Market symbol: |
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CYTO |
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| Risk factors: |
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See “Risk Factors” beginning on page 2 for risks you should consider before investing in our shares. |
RISK FACTORS
Investing in our securities
involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described in this prospectus,
any applicable prospectus supplement and any related free writing prospectus and under the captions “Risk Factors” in any
of our filings with the SEC, including the item captioned “Risk Factors” in our most recent Annual Report on Form 20-F and
our Reports on Form 6-K furnished to the SEC including our unaudited interim consolidated financial statements and corresponding management’s
discussion and analysis. For additional information, please see the sources described in “Where You Can Find More Information.”
These risks are not the only
risks we face. Additional risks not presently known to us, or that we currently view as immaterial, may also impair our business, if any
of the risks described in our SEC filings or any Prospectus Supplement or any additional risks actually occur, our business, financial
condition, results of operations and cash flows could be materially and adversely affected. In that case, the value of our securities
could decline substantially and you could lose all or part of your investment.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus contains statements
that constitute 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, 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 drug development-stage company with limited operating history and a history of operating losses; |
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the COVID-19 pandemic, which continues to evolve, and which could significantly disrupt our preclinical studies and clinical trials, drug development and sales efforts; |
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our need for substantial additional funding to continue the development of our product candidates and the roll-out of our first commercial product 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; |
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the ability of our existing distribution partners to successfully market and distribute Bentrio™ and our ability to retain such distributors and identify new ones in particular for key markets in North America and Europe; |
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our capacity to supply our distributors and markets timely and with sufficient numbers of Bentrio™ nasal sprays while meeting quality requirements through subcontractors; |
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our dependence on the success of AM-125, AM-401 and AM-411, which are still in preclinical and clinical development, and may eventually prove to be unsuccessful; |
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our ability to divest or spin-off our non-RNA businesses and to reposition our Company around RNA therapeutics; |
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the success of our distributors in the commercialization of Bentrio™; |
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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; |
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uncertainty surrounding whether any of our product candidates will receive regulatory approval or clearance, which is necessary before they can be commercialized; |
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if our product candidates obtain regulatory approval or clearance, 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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our ability to obtain certification of Bentrio™ as a Class II medical device under the European Medical Device Regulation and to obtain regulatory approval for prophylactic or therapeutic claims related to viral infections; |
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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 relationship with Washington University, Wellesta Holdings or Nuance Pharma 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” on page 2 and 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.
USE OF PROCEEDS
The selling shareholders will receive all of the
net proceeds from the sales of our Common Shares offered by the selling shareholders pursuant to this prospectus.
SELLING SHAREHOLDERS
Loan Agreement
On September 9, 2022 (the
“Effective Date”), Altamira Therapeutics Ltd., an exempted company limited by shares incorporated in Bermuda (“we”,
the “Company” or the “Borrower”), entered into a loan agreement (the “Loan Agreement”) with FiveT
Investment Management Ltd., Dominik Lysek and Thomas Meyer (the “Lenders”), pursuant to which the Lenders have agreed to loan
to the Borrower CHF 600,000 (the “Loan”), which Loan bears interest at the rate of 5% per annum and matures as of March 31,
2023 (the “Maturity Date”).
The Borrower may prepay all
or part of the Loan after three months after the Effective Date. Subject to certain notice periods, the Lenders shall have the right to
accelerate repayment of the Loan upon an event of default under the Loan Agreement, which includes if the Borrower breaches any of its
material obligations thereunder. In addition, in the event that the Borrower enters into any Change of Control Transaction (as defined
in the Loan Agreement) prior to the Maturity Date, the Loan shall become due in full repayment of the total outstanding principal amount
under the Loan and all accrued and unpaid interest thereon in accordance with the Loan Agreement immediately prior to the completion of
the Change of Control Transaction.
The Borrower agreed to issue
to the Lenders the Warrants to purchase an aggregate 833,334 Common Shares. The Warrants will be exercisable between October 1, 2022 and
September 30, 2027 at an exercise price of CHF 0.36 per share and may be exercised on a cashless basis in certain circumstances specified
therein (“Warrant Exercise”).
Pursuant to the Loan Agreement,
the Company agreed to file a registration statement on Form F-3 (or other appropriate form) as soon as practicable (and in any event within
21 days of the Effective Date) providing for the resale by the Lenders of the Common Shares that may be issued upon any Warrant Exercise
and to use its best efforts to cause such resale registration statement to be declared effective by the Securities and Exchange Commission
(the “SEC”) within 45 days following the Effective Date (or, in the event of a “full review” by the SEC, the 90th
calendar day following the Effective Date).
The Warrants and the Common
Shares are being sold by the Company to the Lenders under the Loan Agreement in reliance upon an exemption from the registration requirements
of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. We made
this determination based on the representations that the Lenders are “accredited investors” within the meaning of Rule 501 of Regulation
D.
Information about Selling Shareholders Offering
We are registering the resale
of the above-referenced Common Shares to permit the selling shareholders identified below, or their permitted transferees or other successors-in-interest
that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of
which this prospectus is a part, to resell or otherwise dispose of the Common Shares in the manner contemplated under “Plan of Distribution”
in this prospectus (as may be supplemented and amended). Throughout this prospectus, when we refer to the Common Shares being registered
on behalf of the selling shareholders, we are referring to the Common Shares that may be acquired upon the exercise of the Warrants issued
in connection with the Loan Agreement, and when we refer to the selling shareholders in this prospectus, we are referring to the Lenders
and their permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required,
a post-effective amendment to the registration statement of which this prospectus is a part.
The selling shareholders may
sell some, all or none of their Common Shares. We do not know when or whether the selling shareholders will exercise their Warrants for
Common Shares, nor do we know how long the selling shareholder will hold their Common Shares before selling them, and we currently have
no agreements, arrangements or understandings with the selling shareholders regarding any exercise of the Warrants or the sale or other
disposition of any of the Common Shares. The Common Shares covered hereby may be offered from time to time by the selling shareholders.
The following table sets forth
the names of the selling shareholders, the number and percentage of our Common Shares beneficially owned by the selling shareholders as
of September 9, 2022, the number of our Common Shares issuable upon exercise of the Warrants under the Loan Agreement that may be offered
under this prospectus and the number and percentage of our Common Shares beneficially owned by the selling shareholders assuming all of
the Common Shares registered hereunder are sold. Beneficial ownership is determined in accordance with the rules of the SEC and includes
voting or investment power with respect to our Common Shares. Generally, a person “beneficially owns” Common Shares if the
person has or shares with others the right to vote those shares or to dispose of them, or if the person has the right to acquire voting
or disposition rights within 60 days. The number of Common Shares in the column “Number of Common Shares Registered” represents
all of the Common Shares that the selling shareholders may offer and sell from time to time under this prospectus.
Unless otherwise indicated,
all information contained in the table below and the footnotes thereto is based upon information provided to us by the selling shareholders.
The percentage of shares owned prior to and after the offering is based on 20,194,261 of our Common Shares outstanding as of September
9, 2022. Unless otherwise indicated in the footnotes to this table, we believe that the selling shareholders named in this table have
sole voting and investment power with respect to the Common Shares indicated as beneficially owned. Except as otherwise indicated in this
section, based on the information provided to us by the selling shareholders, and to the best of our knowledge, the selling shareholders
are not broker-dealers or affiliates of broker-dealers.
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Number of Common Shares Beneficially Owned Prior to Offering | | |
Number of Common Shares Registered | | |
Number of Common Shares Beneficially Owned After Offering | | |
Percent | |
| FiveT Investment Management Ltd. (1) | |
| 3,055,764 | | |
| 277,778 | | |
| 2,777,986 | | |
| 11.7 | % |
| Dominik Lysek | |
| 295,028 | | |
| 277,778 | | |
| 17,250 | | |
| * | |
| Thomas Meyer (2) | |
| 1,677,152 | | |
| 277,778 | | |
| 1,399,374 | | |
| 6.5 | % |
| (1) | Includes 2,777,986 Common Shares issuable upon conversion under the
Convertible Loan Agreement dated February 4, 2022 and 277,778 Common Shares issuable upon the exercise of the Warrants issued in connection
with the Loan Agreement, without giving effect to limitations on beneficial ownership set forth therein. Wieland Kreuder (“Mr. Kreuder”)
has voting control and investment discretion over the securities reported herein that are held by FiveT Investment Management Ltd. (“FiveT”).
As a result, Mr. Kreuder may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act of the securities
reported herein that are held by FiveT. The registered address of FiveT is Suite 5B201, 2nd Floor, One Nexus Way, Camana Bay, Grand Cayman
KY1-1108, Cayman Islands. |
| (2) | Includes 1,035,000 Common Shares and warrants and options to
purchase up to 642,152 Common Shares exercisable within sixty (60) days of the date hereof. |
DESCRIPTION OF SHARE CAPITAL
As of September 9, 2022, 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 20,194,261 common shares issued and outstanding, excluding 1,846,616 common shares issuable upon exercise
of options and 206,377 common shares issuable upon exercise of warrants, and no preference shares issued and outstanding. See Item 10.B.
of our most recent Annual Report on Form 20-F, which is incorporated herein by reference.
PLAN OF DISTRIBUTION
We are registering the Common
Shares issued and issuable upon the exercise of the Warrants issued under the Loan Agreement to permit the resale of these Common Shares
by the Lenders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling
shareholders of the Common Shares. We will bear all fees and expenses incident to our obligation to register the Common Shares.
The selling shareholders may
sell all or a portion of the Common Shares beneficially owned by them and offered hereby from time to time directly or through one or
more underwriters, broker-dealers or agents. If the Common Shares are sold through underwriters or broker-dealers, the selling shareholders
will be responsible for underwriting discounts or commissions or agent’s commissions. The Common Shares may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or
at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,
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on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; |
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in the over-the-counter market; |
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in transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
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through the writing of options, whether such options are listed on an options exchange or otherwise; |
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
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an exchange distribution in accordance with the rules of the applicable exchange; |
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privately negotiated transactions; |
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sales pursuant to Rule 144; |
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broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share; |
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a combination of any such methods of sale; and |
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any other method permitted pursuant to applicable law. |
If the selling shareholders
effect such transactions by selling Common Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers
or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders or commissions from
purchasers of the Common Shares for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or
commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved).
In connection with sales of the Common Shares or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers,
which may in turn engage in short sales of the Common Shares in the course of hedging in positions they assume. The selling shareholders
(other than Thomas Meyer) may also sell Common Shares short and deliver Common Shares covered by this prospectus to close out short positions
and to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge Common Shares to broker-dealers
that in turn may sell such shares. The selling shareholders may pledge or grant a security interest in some or all of the Common Shares
owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell
the Common Shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling shareholders to include the pledgee,
transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and
donate the Common Shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be
the selling beneficial owners for purposes of this prospectus.
The selling shareholders and
any broker-dealer participating in the distribution of the Common Shares may be deemed to be “underwriters” within the meaning
of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be
underwriting commissions or discounts under the Securities Act. At the time a particular offering of the Common Shares is made, a prospectus
supplement, if required, will be distributed which will set forth the aggregate amount of Common Shares being offered and the terms of
the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation
from the selling shareholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.
Under the securities laws
of some states, the Common Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some
states the Common Shares may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with. There can be no assurance that any selling shareholder will sell any
or all of the Common Shares registered pursuant to the registration statement, of which this prospectus is a part.
The selling shareholders and any other person participating in such
distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing
of purchases and sales of any of the Common Shares by the selling shareholders and any other participating person. Regulation M may also
restrict the ability of any person engaged in the distribution of the Common Shares to engage in marketmaking activities with respect
to the Common Shares. All of the foregoing may affect the marketability of the Common Shares and the ability of any person or entity to
engage in market-making activities with respect to the Common Shares. We will pay all expenses of the registration of the Common Shares,
estimated to be $24,563.27 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance
with state securities or “blue sky” laws; provided, however, that the selling shareholders will pay all underwriting discounts
and selling commissions, if any. We will indemnify the selling shareholders against liabilities, including some liabilities under the
Securities Act, or the selling shareholders will be entitled to contribution. We may be indemnified by the selling shareholders against
civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the
selling shareholders specifically for use in this prospectus, in accordance with the related agreement, or we may be entitled to contribution.
Once sold under the registration statement of which this prospectus forms a part, the Common Shares will be freely tradable in the hands
of persons other than our affiliates.
EXPENSES OF THE OFFERING
The following is a statement
of estimated expenses to be incurred by us in connection with the registration of the securities registered hereby, all of which will
be borne by us. All amounts shown are estimates except the SEC registration fee.
| SEC registration fee | |
$ | 26.27 | |
| Legal fees and expenses | |
$ | 15,000 | |
| Accountant’s fees and expenses | |
$ | 9,537 | |
| | |
| | |
| Total | |
$ | 24,563.27 | |
LEGAL MATTERS
The validity of the Common
Shares and certain other matters of Bermuda law will be passed upon for us by Conyers Dill & Pearman Limited, special Bermuda counsel
to the Company.
EXPERTS
The financial statements of
Altamira Therapeutics Ltd. as of December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021, 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, 2021, 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.
ENFORCEABILITY OF JUDGMENTS
Altamira Therapeutics Ltd.
is a Bermuda exempted company limited by shares. 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.
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 and the inclusion of our website address in this Prospectus 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 forms part
of a registration statement that we filed with the SEC. The registration statement contains more information than this Prospectus 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.
DOCUMENTS INCORPORATED 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 or furnished with the SEC:
| |
● |
our Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the SEC on April 12, 2022; |
| |
● |
our Reports on Form 6-K furnished on February 8, 2022, March 4, 2022, May 17, 2022, June 13, 2022, June 27, 2022, August 30, 2022 and September 12, 2022; and |
| |
● |
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 furnished by us that are identified by us as being incorporated by reference
shall be deemed to be incorporated by reference into this prospectus and deemed to be a part hereof after the date of this prospectus
but before the termination of the offering by this prospectus.
We will provide each person
to whom this prospectus is delivered a copy of the information that has been incorporated into this prospectus by reference but not delivered
with the prospectus (except exhibits, unless they are specifically incorporated into this prospectus by reference). You may obtain copies
of these documents, at no cost, by writing or telephoning us at:
Altamira Therapeutics Ltd.
Clarendon House
2 Church Street
Hamilton HM 11, Bermuda
(441) 295-5950
Any statement contained in
this prospectus or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded,
for the purposes of this prospectus, to the extent that a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. The modifying or superseding statement
need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it
modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the
modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to
state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances
in which it was made. Any statement so modified or superseded shall not constitute a part of this prospectus, except as so modified or
superseded.
Upon a new annual information
form or annual report on Form 20-F and the related audited annual consolidated financial statements together with the auditors’
report thereon and management’s discussion and analysis related thereto being filed by us with the applicable securities regulatory
authorities during the currency of this Prospectus, the previous annual information form or annual report on Form 20-F, the previous audited
annual consolidated financial statements and all unaudited interim financial statements, annual and semi-annual management’s discussion
and analyses, material change reports and business acquisition reports filed by us prior to the commencement of our financial year in
which the new annual information form or annual report on Form 20-F was filed, no longer shall be deemed to be incorporated by reference
into this Prospectus for the purpose of future offers and sales of securities hereunder.
One or more prospectus supplements
containing the terms of an offering of securities hereunder and other information in relation to such securities will be delivered to
purchasers of such securities together with this prospectus and shall be deemed to be incorporated by reference into this prospectus as
of the date of such prospectus supplement solely for the purposes of the offering of the securities covered by any such prospectus supplement.
A prospectus supplement containing
any additional or updated information that we elect to include therein will be delivered with this prospectus to purchasers of securities
who purchase such securities after the filing of this Prospectus and shall be deemed to be incorporated into this Prospectus as of the
date of such Prospectus Supplement.
PART II—INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. 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.
We have adopted provisions
in our bye-laws 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 entered into indemnification
agreements with each of the members of our board of directors and executive officers.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons
of the Company, the Company has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable.
ITEM 9. EXHIBITS
See Exhibit Index following the signature pages
of this registration statement.
ITEM 10. UNDERTAKINGS
(a) The undersigned registrant
hereby undertakes:
(1) To file, during
any period in which offers or sales are being made, a further post-effective amendment to this registration statement:
(i) To include any
prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in
the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement; and
(iii) To include any
material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement.
Provided, however, that
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3
and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the
purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from
registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the
offering.
(4) To file a post-effective
amendment to the registration statement to include any financial statements required by Item 8. A. of Form 20-F at the start of any delayed
offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities
Act of 1933 need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph (a) (4) and other information necessary to ensure that all other information
in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section
10(a)(3) of the Securities Act of 1933 or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic
reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Form F-3.
(5) That, for the
purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(ii) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(l)(i), (vii), or (x) for the purpose of providing the information required by section 10(a)
of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date.
(6) That, for the
purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
The undersigned
registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
(i) Any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion
of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant
hereby undertakes that:
(i) For purposes of
determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of the registration statement as of the time it was declared
effective.
(ii) For the purpose
of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(d) Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
Exhibit
Number |
|
Description |
| 4.1 |
|
Memorandum of Continuance of the registrant (incorporated herein by reference to exhibit 1.2 of the Auris Medical Holding Ltd. Annual Report on Form 20-F filed with the SEC on March 14, 2019). |
| 4.2 |
|
Bye-laws of the registrant (incorporated herein by reference to exhibit 1.3 of the Auris Medical Holding Ltd. Annual Report on Form 20-F filed with the SEC on March 14, 2019). |
| 4.3 |
|
Loan Agreement, dated as of September 9, 2022, by and between Altamira Therapeutics Ltd. and the Lenders (incorporated herein by reference to exhibit 99.1 of the Altamira Therapeutics Ltd. Report on Form 6-K filed with the SEC on September 12, 2022). |
|
4.4 |
|
Form of Warrant (incorporated herein by reference to exhibit 4.1 of the Altamira Therapeutics Ltd. Report on Form 6-K filed with the SEC on September 12, 2022).
|
| 5.1* |
|
Opinion of Conyers Dill & Pearman Limited, special Bermuda counsel to the Company, as to the validity of the common shares of Altamira Therapeutics Ltd. |
| 23.1* |
|
Consent of Conyers Dill & Pearman Limited, special Bermuda counsel to the Company (included in Exhibit 5.1). |
| 23.2* |
|
Consent of Deloitte AG. |
| 24.1* |
|
Power of Attorney (included on the signature pages to this Registration Statement). |
| 107* |
|
Filing Fee Table |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda, on September 23,
2022.
| |
ALTAMIRA THERAPEUTICS LTD. |
| |
|
| |
By: |
/s/ Thomas Meyer |
| |
|
Name: |
Thomas Meyer |
| |
|
Title: |
Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature
appears below hereby constitutes and appoints Thomas Meyer and Marcel Gremaud, either of whom may act without the joinder of the other,
as the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, to execute in
the name, place and stead of the undersigned, in any and all such capacities, any and all amendments (including post-effective amendments)
and supplements to this Registration Statement on Form F-3 (including any subsequent registration statement for the same offering which
may be filed under the Securities Act of 1933), and all instruments necessary or in connection therewith, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, and hereby grants
to such attorney-in-fact and agent, full power and authority to do and perform in the name and on behalf of the undersigned each and every
act and thing whatsoever necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
This Power of Attorney may
be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Thomas Meyer |
|
Chief Executive Officer |
|
September 23, 2022 |
| Thomas Meyer |
|
(Principal Executive Officer) and Director |
|
|
| |
|
|
|
|
| /s/ Marcel Gremaud |
|
Chief Financial Officer |
|
September 23, 2022 |
| Marcel Gremaud |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Armando Anido |
|
Director |
|
September 23, 2022 |
| Armando Anido |
|
|
|
|
| |
|
|
|
| /s/ Mats Blom |
|
Director |
|
September 23, 2022 |
| Mats Blom |
|
|
|
|
| |
|
|
|
|
| /s/ Alain Munoz |
|
Director |
|
September 23, 2022 |
| Alain Munoz |
|
|
|
|
| |
|
|
|
| /s/ Calvin Roberts |
|
Director |
|
September 23, 2022 |
| Calvin Roberts |
|
|
|
|
| |
|
|
|
|
| /s/ Margrit Schwarz |
|
Director |
|
September 23, 2022 |
| Margrit Schwarz |
|
|
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements
of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement on Form F-3, solely in the capacity
of the duly authorized representative of Altamira Therapeutics Ltd. in the United States, on September 23, 2022.
| |
Altamira Therapeutics Ltd. |
| |
|
| |
By: |
/s/ Samuel Wickline |
| |
Name: |
Samuel Wickline |
| |
Title: |
Authorized Signatory |
19
Altamira Therapeutics (NASDAQ:CYTO)
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Altamira Therapeutics (NASDAQ:CYTO)
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