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
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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.
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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.
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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