SEC Form SC 13D/A filed by Altamira Therapeutics Ltd. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 10)
Under the Securities Exchange Act of 1934
| Altamira Therapeutics Ltd. |
| (Name of Issuer) |
| Common Stock, par value CHF 0.01 per share |
| (Title of Class of Securities) |
| G0360L100 |
| (CUSIP Number) |
Thomas Meyer Clarendon House, 2 Church Street Hamilton HM 11, Bermuda +1 (441) 295 59 50 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| September 9, 2022 |
| (Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G0360L100 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only):
Thomas Meyer |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ |
| 3. | SEC Use Only |
| 4. | Source of Funds (See Instructions):
PF |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
|
| 6. | Citizenship or Place of Organization:
Switzerland |
Number
of |
7. | Sole Voting Power:
1,677,152* |
| 8. | Shared Voting Power:
0 | |
| 9. | Sole Dispositive Power:
1,677,152* | |
| 10. | Shared Dispositive Power:
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,677,152* |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
|
| 13. | Percent of Class Represented by Amount in Row (11):
8.0%* |
| 14. | Type of Reporting Person (See Instructions):
IN |
*The foregoing beneficial ownership percentage is based upon 20,194,261 common shares, par value CHF 0.01 per share (the “Common Shares”) of Altamira Therapeutics Ltd., a Bermuda corporation (the “Issuer”), issued and outstanding as of September 9, 2022, based on information from the Issuer. The Reporting Person beneficially owns 1,677,152 Common Shares consisting of 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.
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Explanatory Note
This Amendment No. 10 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Person (as defined in the Schedule 13D) with the Securities and Exchange Commission (the “SEC”) on April 3, 2018, as amended on July 23, 2018, as further amended on November 21, 2018, as further amended on June 13, 2018, as further amended on August 12, 2019, as further amended on August 20, 2020, as further amended on October 6, 2020, as further amended on December 4, 2020, as further amended on May 21, 2021, and as further amended on May 12, 2022 (the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby supplemented by adding the following:
On August 26, 2022, the Reporting Person purchased 109,800 Common Shares at a purchase price of $0.4074 per share for a total of $44,732$.96. The Reporting Person purchased these Common Shares with personal funds.
On August 27, 2022, the Reporting Person purchased 13,200 Common Shares at a purchase price of $0.375 per share for a total of $4950.00. The Reporting Person purchased these Common Shares with personal funds.
On September 9, 2022, pursuant to a Loan Agreement, dated September 9, 2022, by and among the Issuer, the Reporting Person and the other parties thereto (the “September 2022 Loan Agreement”), the Reporting Person received warrants to purchase 277,778 Common Shares (the “September 2022 Warrants”) as coverage for loan principal in the amount CHF 200,000. Such principal was funded with the Reporting Person’s personal funds. The September 2022 Warrants are exercisable starting October 1, 2022 at an exercise price of CHF 0.36 per share and expire on September 30, 2027.
The foregoing descriptions of the September 2022 Loan Agreement and the September 2022 Warrants are summaries only and are qualified in their entirety by the Form of Warrant and the Loan Agreement attached as Exhibit 1 and 2 to this Schedule 13D, which are incorporated herein by reference. See Item 7 “Material to be Filed as Exhibits.”
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended by deleting it in its entirety and substituting the following in lieu thereof:
| (a) | The information contained on the cover pages to the Schedule 13D is incorporated by reference herein. As of the date hereof, there are 20,194,261 Common Shares outstanding. The Reporting Person beneficially owns 1,677,152 Common Shares including Common Shares that the Reporting Person has the right to acquire within sixty (60) days of the date hereof upon exercise of outstanding options and warrants. |
| (b) | The Reporting Person holds sole power to vote and dispose over all of the Common Shares of the Issuer that he beneficially owns. |
| (c) | The information provided in Item 3 and Item 4 of the Schedule 13D is incorporated by reference herein. Except as described herein, during the past sixty (60) days on or prior to September 9, 2022 (the “Event Date”), and from the Event Date to the date hereof, there were no other purchases or sales of Common Shares, or securities convertible into or exchangeable for Common Shares, by the Reporting Person or any person or entity for which the Reporting Person possesses voting or dispositive control over the securities thereof. |
| (d) | Not applicable. |
| (e) | Not applicable. |
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Item 7. Material to be Filed as Exhibits
The following exhibits are incorporated into this Schedule 13D:
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 13, 2022
| /s/ Thomas Meyer | |
| Thomas Meyer |
Attention:
Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
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