GENERAL

The following discussion and analysis of the results of operations and financial condition of the Company for the periods ended September 30, 2020 and 2019 should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2019 and related notes and the description of the Company's business and properties included elsewhere herein.

This report contains forward-looking statements that involve risks and uncertainties. The statements contained in this report are not purely historical but are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. These forward-looking statements concern matters that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Words such as "may," "will," "should," "could," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue", "probably" or similar words are intended to identify forward looking statements, although not all forward looking statements contain these words.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We are under no duty to update any of the forward-looking statements after the date hereof to conform such statements to actual results or to changes in our expectations.

Readers are urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including without limitation disclosures made under the captions "Management Discussion and Analysis of Financial Condition and Results of Operations," "Risk Factors," "Consolidated Financial Statements" and "Notes to Consolidated Financial Statements" included in our annual report on Form 10-K for the year ended December 31, 2019 and, to the extent included therein, our quarterly reports on Form 10-Q filed during fiscal year 2020.

IMPACT OF THE NOVEL CORONAVIRUS

On January 30, 2020, the World Health Organization ("WHO") announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the "COVID-19 outbreak") and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company's financial condition, liquidity, and future results of operations.

Management is actively monitoring the global situation on its financial condition, liquidity, operations, scientific collaborations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020.

The Company's partner for the oncology immunotherapy project in the Netherlands has decreased their laboratory experiments due to reduced operating hours in those facilities. While the Company considers this disruption to be temporary, continued disruption in this project will lead to delayed advances by the Company of its research and could negatively impact future revenue for the remainder of fiscal year 2020 and the Company's overall liquidity.

The Company is dependent on its workforce to deliver and advance its research. Developments such as physical distancing and working from home directives have and will continue to impact the Company's ability to deploy its workforce effectively. While expected to be temporary, prolonged workforce disruptions may negatively impact future revenues for the remainder of fiscal year 2020 and the Company's overall liquidity.

The Company is dependent on its partners in certain projects, such as the University of Louisiana at Lafayette ("ULL") for the NIH funded project to maintain the agreed timelines and execute their tasks. Developments such as social distancing and shelter-in-place directives and lock-down directives have and will continue to impact the Company's ability to execute on project plans and research objectives effectively. While expected to be temporary, prolonged disruptions in collaboration projects may negatively impact funding for the remainder of fiscal year 2020 and the Company's overall liquidity.

Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Company's results of future operations, financial position, and liquidity for the remainder of fiscal year 2020.

CORONAVIRUS AID, RELIEF AND ECONOMIC SECURITY ACT

On March 27, 2020, the U.S. Government enacted the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law. The CARES Act includes various income and payroll tax provisions. The Company has analyzed the tax provisions of the CARES Act and determined they have no significant financial impact to the condensed financial statements. The Company has no intention of taking advantage of other benefits but will continue to evaluate the impact on the Company's financial position.

THREE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

For the three months ended September 30, 2020 revenue was €12, which was related to the revenue recognized for the work performed under the NIH Grant project, and €242 for the three months ended September 30, 2019, related to the revenue recognized for the work performed under the NIH Grant project.

Costs and expenses decreased to €363 for the three months ended September 30, 2020 from €660 (-45.0%) for the three months ended September 30, 2019, mainly lower costs in the NIH Grant project as it was delayed due to the worldwide pandemic situation and a €116 positive impact from foreign currency adjustments mainly in USD nominated shareholder loans.

Research and development expenses decreased to €215 in the current period from €295 (-27.1%) in the comparative period of 2019, mainly lower costs in the NIH Grant project due to the worldwide pandemic situation.

General and administrative expenses increased to €254 in the three months ended September 30, 2020 from €243 (4.5%) in the comparative period of 2019, mainly due to the directors and officers ("D&O") liability annual insurance premium expensed during the three months ended September 30, 2020.

Foreign exchange revaluation generated a net gain of €116 and a net loss of €113 during the three months ended September 30, 2020 and 2019, respectively, which was is due to the revaluation of existing US$ based loans from related parties and US$ cash position.

Interest expense increased to €679 for the three months ended September 30, 2020 from €671 for the three months ended September 30, 2019 related to an increase in existing loans from related parties.

The Company reported a net loss of (€1,038), or (€0.00) per share, for the three months ended September 30, 2020, compared to a net loss of (€1,094), or (€0.00) per share, for the three months ended September 30, 2019.

NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

Revenue was €429 for the nine months ended September 30, 2020, with €401 related to the revenue recognized for the work performed under the NIH Grant project and the remaining for a small pre-clinical research project with a US academic institution, and E370 for the nine months ended September 30, 2019, related to the revenue recognized for the work performed under the NIH Grant provided by the NIH via Texas Biomedical Institute.

Costs and expenses decreased to €1,617 for the nine months ended September 30, 2020 from €1,655 (-2.3%) for the nine months ended September 30, 2019.

Research and development expenses increased to €789 in the current period from €720 (9.6%) in the comparative period of 2019, mainly due to higher subcontracting services during the same period in 2019 related to the NIH Grant project.

General and administrative expenses increased to €875 in the nine months ended September 30, 2020 from €770 (13.6%) in the comparative period of 2019, mainly due to the D&O liability annual insurance premium fully expensed during the nine months ended September 30, 2019.

Foreign exchange revaluation generated a net gain of €78 and a net loss of €135 during the nine months ended September 30, 2020 and 2019, respectively, which was is due to the revaluation of existing US$ based loans from related parties and US$ cash position.

The Company reported a net loss of (€3,233), or (€0.01) per share, for the nine months ended September 30, 2020, compared to a net loss of (€3,304), or (€0.01) per share, for the nine months ended September 30, 2019.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of €623 at September 30, 2020 compared to €683 at December 31, 2019.

During 2019 and 2020, our revenue has been generated through the NIH Grant project. New significant revenues will not be expected, unless and until a major licensing agreement or other commercial arrangement is entered into with respect to our technology or new grant financings are awarded.

As of September 30, 2020, we had an accumulated deficit of approximately €92 million, and had net loss of €3,233 in the nine-month period ending on that date. We expect to continue to incur net losses in the future for research, development and activities related to the future licensing of our technologies, and because of the accrual of interest payable on existing loans.

Net cash used in operating activities was €1,316 and €774 for the nine-month period ended September 30, 2020 and 2019, respectively. The increase was mainly due to a decrease in account receivables during the nine-month period ending September 30, 2019 related to final funding received from the "Maciviva" project, and the decrease of the accrued interests on convertible loan for the nine months ending September 30, 2020.

Net cash used in investing activities was €5 during the nine-months ended September 30, 2020 and NIL during the same period in 2019.

Financing activities provided net cash of €1,256 for the nine-months ended September 30, 2020, which includes €1,100 of promissory notes from our main investors and €156 of borrowings on a Swiss Federal credit line in relation with the Covid-19, and €600 for the nine-months ended September 30, 2019, related to promissory notes from our main investors.

Salaries and related payroll costs represent gross salaries for two executives, our CSO of Mymetics BV and seven employees. Under Executive Employment Agreements with our CEO and two CSOs, we pay our executive officers a combined amount of €65 per month.

Our Swiss subsidiary, Mymetics S.A., has, besides the CEO and CSO, two additional employees on its payroll: Director of Finance and Head of Manufacturing and Quality. Mymetics BV has, besides the full time Chief Scientific Officer, two full-time technicians and one part-time assistant.

We intend to continue to incur additional expenditures during the next nine months for additional research and development of our HIV, Covid-19 vaccine development project and immunotherapy projects, which we will try to seek through collaborations with pharmaceutical companies or with not-for-profit organizations. These expenditures will relate to the continued research and testing of these prototype vaccines and are included in the monthly cash outflow described above.

In the past, we have financed our research and development activities primarily through debt and equity financings from various parties and through license and collaboration agreements and grant agreements.

We anticipate that our normal operations will require approximately €660 of cash in the year ending December 31, 2020. We will seek to raise the required capital from equity or debt financings, and grants through donors and potential partnerships with major international pharmaceutical and biotechnology firms. However, there can be no assurance that we will be able to raise additional capital on satisfactory terms, or at all, to finance our operations. In the event that we are not able to obtain such additional capital, we will be required to further restrict or even cease our operations.

Monthly fixed and recurring expenses for "Property leases" of €13 represent the monthly lease and maintenance payments to unaffiliated third parties for our offices, of which €4 is related to our executive office located at Route de la Corniche 4, 1066 Epalinges in Switzerland (100 square meters), and €9 related to Bestewil Holding B.V. and its subsidiary Mymetics B.V operating from a similar biotechnology campus near Leiden in the Netherlands, where they occupy 204 square meters.

Included in professional fees are legal fees paid to outside corporate counsel and audit and review fees paid to our independent accountants, and fees paid for investor relations.

Cumulative interest expense of €27,768 has been accrued on all of the Company's outstanding notes and advances (see detailed table in Note 2 to the financial statements).

Anergis is investigating the possibility to fund a license agreement with Mymetics, but for now nothing is confirmed. In May 2019, the Company started an NIH grant funded project to evaluate the HIV vaccine in a non-human primate study and prepare for clinical trials. Since April 2020 the Company has started to work on the development of a virosome-based vaccine to prevent Covid-19, the disease caused by the SARS-CoV-2 virus and has attracted some in-kind contributions from the European Community through their Transvac2 program. For the Covid-19 vaccine candidates the Company is collaborating with leading academic institutions, like Baylor College of Medicine in Texas. Management believes that the Company's research and development activities will result in valuable intellectual property that can generate significant revenues in the future through licensing since the Company believes that vaccines are one of the fastest growing markets in the pharmaceutical industry.






RECENT FINANCING ACTIVITIES

During the nine-month period ending September 30, 2020, our principal source of funds has been promissory notes received in a prior quarter from our two main investors and the revenue generated through the NIH grant / HIV project.

We have filed or are in the process of filing several new grant applications with U.S. and European institutions in relation to our virosome based vaccines.

We anticipate using our current funds and those we receive in the future both to meet our working capital needs and for funding the ongoing vaccines pre-clinical research costs for new virosome vaccine.

Management anticipates that our existing capital resources will be sufficient to fund our cash requirements through the next three months. We have cash presently on hand in conjunction with the collection of receivables, based upon our current levels of expenditures and anticipated needs during this period. For 2020, we will need additional funding through future collaborative arrangements, licensing arrangements, and debt and equity financings under Regulation D and Regulation S under the Securities Act of 1933. We do not know whether additional financing will be available on commercially acceptable terms when needed. These conditions raise substantial doubt about our ability to continue as a going concern.

If management cannot raise funds on acceptable terms when needed, we may not be able to successfully commercialize our technologies, take advantage of future opportunities, or respond to unanticipated requirements. If unable to secure such additional financing when needed, we will have to curtail or suspend all or a portion of our business activities and could be required to cease operations entirely. Further, if new equity securities are issued, our shareholders may experience severe dilution of their ownership percentage.

The extent and timing of our future capital requirements will depend primarily upon the rate of our progress in the research and development of our technologies, our ability to enter into a partnership agreement with a major pharmaceutical company, and the results of our present projects and future clinical trials.

On January 30, 2020, the World Health Organization ("WHO") announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the "COVID-19 outbreak") and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company's financial condition, liquidity, and future results of operations.

Management is actively monitoring the global situation on its financial condition, liquidity, operations, scientific collaborations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for the remainder of fiscal year 2020.

The Company's partner for the oncology immunotherapy project in the Netherlands has decreased their laboratory experiments due to reduced operating hours in those facilities. While the Company considers this disruption to be temporary, continued disruption in this project will lead to delayed advances by the Company of its research and could negatively impact future revenue for the remainder of fiscal year 2020 and the Company's overall liquidity.

The Company is dependent on its workforce to deliver and advance its research. Developments such as physical distancing and working from home directives will impact the Company's ability to deploy its workforce effectively. While expected to be temporary, prolonged workforce disruptions may negatively impact future revenues in fiscal year 2020 and the Company's overall liquidity.

The Company is dependent on its partners in certain projects, such as the University of Louisiana at Lafayette ("ULL") for the NIH funded project to maintain the agreed timelines and execute their tasks. Developments such as social distancing and shelter-in-place directives and lock-down directives will impact the Company's ability to execute on project plans and research objectives effectively. While expected to be temporary, prolonged disruptions in collaboration projects may negatively impact funding for the remainder of fiscal year 2020 and the Company's overall liquidity.

Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Company's results of future operations, financial position, and liquidity for the remainder of fiscal year 2020.

OFF-BALANCE SHEET ARRANGEMENTS

None

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