Altamira Therapeutics : Amendment No. 1 to Convertible Loan Agreement - Form 6-K

Amendment No. 1 to

Convertible Loan Agreement

January 26, 2023

FiveT Investment Management Ltd.

Suite 5B201, 2nd Floor, One Nexus Way

Camana Bay, Grand Cayman KY1-1108

Cayman Islands

Ladies and Gentlemen:

Reference is made to the Convertible Loan Agreement dated February 4, 2022 (the "Agreement"), between FiveT Investment Management Ltd. (the "Lender") and Altamira Therapeutics Ltd. (the "AMTL"). The parties hereby agree that, effective as of the date hereof, the Agreement shall be amended as follows:

1.

Section 4 is amended and restated in its entirety as follows:

Subject to Sections 6 (Event of Default), 7 (Change of Control Transaction) and 8 (Conversion), the total outstanding principal amount under the Loan including all accrued and unpaid Interest thereon shall become due and payable in cash on March 15, 2023 (the Maturity Date)."

2.

Subsections (a) and (b) of Section 5 are amended and restated in their entirety as follows:

may elect in its sole discretion to repay in cash the total outstanding principal amount under (i) the Loan or (ii) one or several Loan Unit(s), in each case including all accrued and unpaid Interest thereon (the Repayment Amount), at any time by giving 7 (seven) calendar days' prior written notice to the Lender (the Repayment Notice Period) and paying to the Lender an amount equal to 100% of the Repayment Amount.

(b) The repayment shall be made within 5 (five) Business Days following expiry of the Repayment Notice Period."

3.

A new Section 14 is added as follows:

In the event of a public or private offering by AMTL of Common Shares, other than through equity line or "at-the-market" programs (a Qualifying Offering), AMTL will make a partial repayment of the principal amount of the Loan comprised of (i) USD 1,000,000 in cash and (ii) newly issued Common Shares in an amount equaling 9.9% of the total outstanding Common Shares of AMTL post-issuance and after giving effect to such offering, with such Common Shares being valued for purposes of such repayment at the offering price per Common Share in such offering, and with such cash repayment in (i) and offering price in (ii) being converted into Swiss Francs at the midpoint of the interbank exchange rate shown by UBS at 4:00 pm Central European Time on the Business Day immediately preceding the date of pricing or execution of the Qualifying Offering (the Qualifying Offering Price), with delivery of such repayment to be no later than two Business Days after the closing of such offering (the "Repayment Date"), it being agreed that such Common Shares shall be free of any resale restrictions under the Securities Act.

In addition, on the Repayment Date, after taking into account the repayment under Section 14(a), AMTL shall have the option to cause the Lender to convert any remaining outstanding principal amount of the Loan and accrued and unpaid Interest into a warrant, substantially in the form attached hereto as Annex 14 (the Pre-Funded Warrant), having an exercise price of CHF 0.01 per Common Share, and giving Lender the right to purchase from AMTL a number of Common Shares (the Warrant Shares) equal to (A) the total remaining outstanding principal amount of the Loan and accrued and unpaid Interest divided by (B) the Qualifying Offering Price less CHF 0.01, provided, however, that AMTL shall only be entitled to cause the Lender to convert an amount of the remaining outstanding principal amount of the Loan and accrued and unpaid Interest into a Pre-Funded Warrant to the extent that at the time of such conversion AMTL has sufficient authorized and unissued Common Shares to be issued upon the exercise thereof. For the avoidance of doubt, any outstanding amount under the Loan that is not converted into the Pre-Funded Warrant will be due and payable in cash on the Maturity Date. From the date of issuance of the Pre-Funded Warrant until February 21, 2024, upon the occurrence of each and every out-licensing or divestiture transaction executed by AMTL that results in gross cash proceeds of CHF 1,000,000 or more (a Qualifying Transaction), the Lender, by providing written notice (a Redemption Notice) within five Business Days after the closing of the Qualifying Transaction, may cause AMTL to redeem for cash all or portions of the Pre-Funded Warrant, represented by the amount of Warrant Shares issuable thereunder, in an amount of up to 40% of the cash proceeds from the Qualifying Transaction, with the amount of the Pre-Funded Warrant being redeemed equal to (A) the desired redemption amount divided by (B) the Qualifying Offering Price less CHF 0.01, with delivery of such redemption amount to be no later than five Business Days after the later of (i) the receipt by AMTL of the applicable Redemption Notice and (ii) the receipt by AMTL of the cash proceeds of the Qualifying Transaction. AMTL shall provide immediate written notification to Lender of the signing and closing of any and all Qualifying Transactions."

4.

Exhibit A hereto is added as Annex 14 to the Agreement.

Except as expressly set forth herein, the Agreement remains in full force and effect. All of the amendments set forth herein shall be deemed to have been made simultaneously. This amendment shall be governed by, and construed in accordance with the substantive laws of Switzerland (to the exclusion of conflicts of laws principles and provisions). This amendment may be executed in counterparts, and delivery thereof may be made by facsimile or electronic transmission.

[Signature Page Follows.]

If the foregoing correctly sets forth the understanding between us, please so indicate in the space provided below for that purpose.

	Very truly yours,
	ALTAMIRA THERAPEUTICS Ltd.
	By:	/s/ Thomas Meyer
	Name:	Thomas Meyer
	Title:	Chairman and CEO
	ACCEPTED as of the date first above written:
	FIVET INVESTMENT MANAGEMENT LTD.
	By:	/s/ Benjamin Kressler
	Name:	Benjamin Kressler
	Title:	Authorized Person

[Signature Page to Amendment No. 1 to Convertible Loan Agreement]

Annex 14

Form of Pre-Funded Warrant

[See attached.]