CYTO Altamira Therapeutics Ltd

• Definitive agreement to sell 90% stake in Company’s Zilentin subsidiary with option to acquire all of Altamira’s remaining inner ear development assets in Q4 2022
• Company to receive immediate cash payment of $2 million, $25 million second upfront payment upon option exercise, and potential milestone payments of up to $55 million and future royalties
• Buyer is a European family office seeking to continue and expand Altamira’s projects in hearing loss, tinnitus, and vertigo
• Transaction represents important first step in Altamira’s strategy to focus solely on RNA delivery
• Company actively working towards divestiture of BentrioTM before year-end

Altamira Therapeutics Ltd. (NASDAQ:CYTO), a company dedicated to developing therapeutics that address important unmet medical needs, today announced that it has entered into an agreement regarding the sale of certain of its legacy assets comprised of its inner ear therapeutics research and development programs and a license to use its RNA delivery technology in certain inner ear applications to a European family office (the “Buyer”), in a multi-step process.

This divestiture is in line with the Company’s previously stated intention to divest or spin off its legacy assets in order to focus on its patented platform for RNA delivery; it was unanimously approved by Altamira’s Board of Directors as being in the best interest of shareholders.

In a first step, the Buyer has agreed to acquire 90% of the share capital of Altamira’s subsidiary Zilentin Ltd., Zug (Switzerland) for immediate cash consideration of $1 million. Zilentin has been active in the research for novel, second generation tinnitus treatments in collaboration with leading academic partners (project AM-102). At the closing of such initial acquisition (expected on or about October 28, 2022), Zilentin will purchase from Altamira, for immediate cash consideration of another $1 million, an option that entitles Zilentin to acquire Altamira’s remaining legacy assets in inner ear therapeutics, including AM-101 (tinnitus), AM-111 (hearing loss) and AM-125 (vertigo), for an upfront payment of $25 million in cash upon exercise.

The option may be exercised for 30 days; during this period, Altamira will take certain preparatory steps for the transfer of its four additional inner ear related subsidiaries and their staff to Zilentin. Beyond the 30 days, Zilentin will have a right of first refusal to acquire these companies until December 31, 2022 with the $25 million option-exercise payment increasing by $1 million per month. The option period is designed to allow Buyer and Altamira to work out the details surrounding the transaction structure and the organizational separation.

Upon Zilentin acquiring the full portfolio of Altamira’s inner ear development assets, Altamira will be entitled to receive milestone payments of up to $55 million as well as royalties. The milestones relate to certain development or regulatory milestones, including:

• the opening of an IND, a successful Phase 3 and regulatory approval for AM-125 in vertigo ($25 million)
• the regulatory approval of AM-101 in acute inner ear tinnitus ($10 million)
• the regulatory approval of AM-111 in acute inner ear hearing loss ($10 million)
• the grant of a license for Altamira’s RNA delivery technology to Zilentin for certain targets in inner ear disorders ($10 million upfront plus a mid-single digit percentage in royalties on future revenues generated from the sale of drug products making use of the technology)

Within six months, it is planned that Altamira’s CEO, Thomas Meyer, will become the CEO of the Zilentin Group while also continuing to serve as the principal executive of Altamira together with the current RNA leadership team.

“We are excited to take this important first step in the execution of our strategy of becoming a ‘pure play’ RNA delivery technology company,” commented Thomas Meyer, Altamira Therapeutics’ founder, Chairman and CEO. “While there is a high unmet need and great potential for innovative treatments in inner ear disorders, we consider the future development of our programs in this therapeutic area to be better placed with a different type of owner. We are glad to hand them over to a long-term oriented family office that has a strong entrepreneurial spirit and is passionate about developing effective and safe treatments for common health problems like tinnitus, hearing loss and vertigo.”

Apart from divesting its inner ear therapeutics portfolio, Altamira is also actively working towards the divestiture of its other legacy asset, the Bentrio nasal spray, in the OTC consumer health sector. Based on the progress achieved to date in a structured divestiture process, the Company remains confident to meet its objective of completing a Bentrio transaction before year-end.

About Altamira TherapeuticsAltamira Therapeutics (NASDAQ:CYTO) is dedicated to developing therapeutics that address important unmet medical needs. The Company is currently active in three areas: the development of RNA therapeutics for extrahepatic therapeutic targets (OligoPhore™ / SemaPhore™ platforms; preclinical), nasal sprays for protection against airborne allergens and, where approved, viruses (Bentrio™; commercial) or for the treatment of vertigo (AM-125; post Phase 2), and the development of therapeutics for intratympanic treatment of tinnitus or hearing loss (Keyzilen® and Sonsuvi®; Phase 3). Founded in 2003, it is headquartered in Hamilton, Bermuda, with its main operations in Basel, Switzerland. For more information, visit: https://altamiratherapeutics.com/

Forward-Looking StatementsThis press release may contain statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than historical facts and may include statements that address future operating, financial or business performance or Altamira Therapeutics' 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 closing of the initial sale of 90% of Zilentin, the exercise by Zilentin of its option to purchase additional legacy assets, the achievement by Altamira of the milestones set forth in the option agreement, Altamira’s ability to complete a divestiture transaction of Bentrio, the approval and timing of commercialization of AM-301, Altamira Therapeutics' need for and ability to raise substantial additional funding to continue the development of its product candidates, the timing and conduct of clinical trials of Altamira Therapeutics' product candidates, the clinical utility of Altamira Therapeutics' product candidates, the timing or likelihood of regulatory filings and approvals, Altamira Therapeutics' intellectual property position and Altamira Therapeutics' financial position, including the impact of any future acquisitions, dispositions, partnerships, license transactions or changes to Altamira Therapeutics' capital structure, including future securities offerings. These risks and uncertainties also include, but are not limited to, those described under the caption "Risk Factors" in Altamira Therapeutics' Annual Report on Form 20-F for the year ended December 31, 2021, and in Altamira Therapeutics' other filings with the SEC, which are available free of charge on the Securities Exchange Commission'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 Therapeutics or to persons acting on behalf of Altamira Therapeutics 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 Therapeutics 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.

CONTACTInvestors@altamiratherapeutics.com800-460-0183

Altamira Therapeutics (NASDAQ:CYTO)
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