Filedwith the Securities and Exchange Commission on February 8, 2022

RegistrationNo. 333-               

UNITEDSTATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORMF-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AltamiraTherapeutics Ltd.

(ExactName of Registrant as Specified in Its Charter)

NotApplicable

(Translationof Registrant’s name into English)

ClarendonHouse

2Church Street

HamiltonHM 11

Bermuda

Tel:(441) 295-5950
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Agentfor Service of Process Info

SamuelWickline

ChiefScientific Officer

AltamiraTherapeutics Ltd.

8The Green

Suite12455

Dover,DE 19901

(302)200-8095
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copyto:
Michael J. Lerner, Esq.
Steven M. Skolnick, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
Tel: (212) 262-6700

Approximatedate of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

Ifany of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, check the following box. ☒

Ifthis form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Ifthis form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicateby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerginggrowth company ☐

Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuantto Section 7(a)(2)(B) of the Securities Act. ☐

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effectiveon such date as the Commission, acting pursuant to such Section 8(a), may determine.

Theinformation in this prospectus is not complete and may be changed. We may not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not solicitingan offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECTTO COMPLETION, DATED FEBRUARY 8, 2022

PRELIMINARYPROSPECTUS

5,000,000Common Shares

AltamiraTherapeutics Ltd.
Common Shares

Thisprospectus relates to the resale, from time to time, of up to 5,000,000 common shares of Altamira Therapeutics Ltd., a Bermuda company,by the selling shareholder, Lincoln Park Capital Fund, LLC, or “LPC.” The common shares to which this prospectus relatesmay be issued to LPC pursuant to a purchase agreement, dated as of April 23, 2020, between us and LPC, which we refer to as the “PurchaseAgreement”.

Weare not selling any securities under this prospectus and will not receive any of the proceeds from the sale of common shares by the sellingshareholder. However, we may receive proceeds of up to $8,376,505 from the issuance of our common shares to LPC under the Purchase Agreement,from time to time in our discretion after the date the registration statement of which this prospectus is a part is declared effectiveand the other conditions in the Purchase Agreement have been satisfied.

LPCis an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, or the “SecuritiesAct”. LPC may sell the common shares described in this prospectus in a number of different ways and at varying prices. See “Planof Distribution” for more information about how LPC may sell the common shares being registered pursuant to this prospectus.

Wewill pay the expenses incurred in registering the common shares to which this prospectus relates, including legal and accounting fees.See “Plan of Distribution.”

Currently, our common shares are traded on theNasdaq Capital Market under the symbol “CYTO”. The closing price of our common shares on Nasdaq on February 4, 2022 was $1.27per common share.

Weare a “foreign private issuer” as defined under the federal securities laws and, as such, are subject to reduced public companyreporting requirements. See “Prospectus Summary – Implications of Being a Foreign Private Issuer.”

Investingin our common shares involves a high degree of risk. See “Risk Factors” beginning on page 5.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Consentunder the Exchange Control Act 1972 (and its related regulations) from the Bermuda Monetary Authority for the issue and transfer of ourcommon shares to and between residents and non-residents of Bermuda for exchange control purposes has been obtained for so long as ourcommon shares remain listed on an “appointed stock exchange,” which includes the Nasdaq Capital Market. In granting suchconsent, neither the Bermuda Monetary Authority nor the Registrar of Companies in Bermuda accepts any responsibility for our financialsoundness or the correctness of any of the statements made or opinions expressed herein.

Thedate of this prospectus is                         ,2022.

TABLEOF CONTENTS

Unlessotherwise indicated or the context otherwise requires, all references in this prospectus to “Altamira Therapeutics Ltd.”,or “Altamira,” the “Company,” “we,” “our,” “ours,” “us” or similarterms refer to (i) Auris Medical Holding AG (formerly Auris Medical AG), or Auris Medical (Switzerland), together with its subsidiaries,prior to our corporate reorganization by way of the merger of Auris Medical Holding AG into Auris Medical NewCo Holding AG (the “Merger”),a newly incorporated, wholly-owned Swiss subsidiary on March 13, 2018 (i.e. to the transferring entity), (ii) Auris Medical Holding AG(formerly Auris Medical NewCo Holding AG), together with its subsidiaries after the Merger (i.e. to the surviving entity) and prior tothe Redomestication (as defined below) and (iii) to Auris Medical Holding Ltd., a Bermuda company, or Auris Medical (Bermuda), the successorissuer to Auris Medical (Switzerland) under Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),after the effective time at which Auris Medical (Switzerland) continued its corporate existence from Switzerland to Bermuda (the “Redomestication”),which occurred on March 18, 2019. The trademarks, trade names and service marks appearing in this prospectus are property of their respectiveowners.

OnMay 1, 2019, the Company effected a one-for-twenty reverse share split (the “2019 Reverse Share Split”) of the Company’sissued and outstanding common shares. Unless indicated or the context otherwise requires, all per share amounts and numbers of commonshares in this prospectus have been retrospectively adjusted for the 2019 Reverse Share Split. Following shareholders’ approvalat an extraordinary general meeting of shareholders held on July 21, 2021 we changed our name to Altamira Therapeutics Ltd.

Unlessindicated or the context otherwise requires, (i) all references in this prospectus to our common shares as of any date prior to March13, 2018 refer to the common shares of Auris Medical (Switzerland) (having a nominal value of CHF 0.40 per share (pre-2019 Reverse ShareSplit)) prior to the 10:1 “reverse share split” effected through the Merger, (ii) all references to our common shares asof, and after, March 13, 2018 and prior to the Redomestication refer to the common shares of Auris Medical (Switzerland) (having a nominalvalue of CHF 0.02 per share (pre-2019 Reverse Share Split)) after the 10:1 “reverse share split” effected through the Merger,(iii) all references to our common shares as of, and after, the Redomestication on March 18, 2019 refer to the common shares of the Company(having a par value of CHF 0.02 per share (pre-2019 Reverse Share Split)), and (iv) the Company’s common shares on or after May1, 2019, the date of the 2019 Reverse Share Split, have a par value of CHF 0.40. As of June 30, 2020, the Company reduced the par valueof its shares to CHF 0.01 each.

Theterms “dollar,” “USD” or “$” refer to U.S. dollars and the term “Swiss Franc” and “CHF”refer to the legal currency of Switzerland.

Wehave not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectusprepared by or on behalf of us or to which we may have referred you. We take no responsibility for, and can provide no assurance as tothe reliability of, any other information that others may give you. We have not authorized any other person to provide you with differentor additional information. We are not making an offer to sell the common shares in any jurisdiction where the offer or sale is not permitted.This offering is being made in the United States and elsewhere solely on the basis of the information contained in this prospectus. Youshould assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus,regardless of the time of delivery of this prospectus or any sale of the common shares. Our business, financial condition, results ofoperations and prospects may have changed since the date on the front cover of this prospectus.

RISKFACTORS

Anyinvestment in our common shares involves a high degree of risk. You should carefully consider the risks described below and in “Item3. Key Information—D. Risk factors” in our Annual Report on Form 20-F for the year ended December 31, 2020, incorporatedby reference herein, and all of the information included or incorporated by reference in this prospectus before deciding whether to purchaseour common shares. The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks anduncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the eventsor circumstances described in the following risk factors actually occur, our business, financial condition and results of operationswould suffer. In that event, the price of our common shares could decline, and you may lose all or part of your investment. The risksdiscussed below also include forward-looking statements and our actual results may differ substantially from those discussed in theseforward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

RisksRelated to this Offering

Wewill have broad discretion in how we use the proceeds, and we may use the proceeds in ways in which you and other shareholders may disagree.

Weintend to use the net proceeds we receive from the issuance of common shares to LPC pursuant to the Purchase Agreement for working capitaland general corporate purposes. Our management will have broad discretion in the application of the proceeds from this offering and couldspend the proceeds in ways that do not necessarily improve our operating results or enhance the value of our common shares.

Youwill experience immediate and substantial dilution in the net tangible book value per share of the common shares you purchase in thisoffering.

Theassumed offering price of our common shares will be substantially higher than the as adjusted net tangible book value per common share.Therefore, investors purchasing our common shares in this offering will pay a price per common share that substantially exceeds our asadjusted net tangible book value per common share after this offering. To the extent outstanding options or warrants are exercised, suchinvestors will incur further dilution. For example, LPC will incur immediate and substantial dilution of $0.61 per common share, aftergiving effect to the assumed issuance of an aggregate of 5,000,000 of our common shares at an assumed offering price of $1.27 per commonshare, the closing price of our common shares as listed on Nasdaq on February 4, 2022, and after deducting estimated offering expensespayable by us. See “Dilution”.

PRESENTATIONOF FINANCIAL AND OTHER INFORMATION

Wereport under IFRS in Swiss Francs. None of the consolidated financial statements were prepared in accordance with generally acceptedaccounting principles in the United States.

Theterms “dollar,” “USD” or “$” refer to U.S. dollars, the term, “Swiss Francs” or “CHF”refers to the legal currency of Switzerland and the terms “€” or “euro” are to the currency introduced atthe start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended.Unless otherwise indicated, all references to currency amounts in this prospectus are in Swiss Francs.

Wehave made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals insome tables may not be an arithmetic aggregation of the figures that preceded them.

MARKETAND INDUSTRY DATA

Thisprospectus contains industry, market and competitive position data that are based on industry publications and studies conducted by thirdparties as well as our own internal estimates and research. These industry publications and third party studies generally state thatthe information that they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracyor completeness of such information.

CAUTIONARYSTATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus contains statements that constitute forward-looking statements, including statements concerning our industry, our operations,our anticipated financial performance and financial condition, and our business plans and growth strategy and product development efforts.These statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, andSection 21E of the Exchange Act. The words “may,” “might,” “will,” “should,” “estimate,”“project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,”“believe” and other similar expressions are intended to identify forward-looking statements. Readers are cautioned not toplace undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are basedon estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to anumber of risks and uncertainties.

Forward-lookingstatements appear in a number of places in this prospectus and include, but are not limited to, statements regarding our intent, beliefor current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currentlyavailable to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from thoseexpressed or implied in the forward-looking statements due to various factors, including, but not limited to:

Ouractual results or performance could differ materially from those expressed in, or implied by, any forward-looking statements relatingto those matters. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpireor occur, or if any of them do so, what impact they will have on our results of operations, cash flows or financial condition. Exceptas required by law, we are under no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-lookingstatement, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise.

USEOF PROCEEDS

We will not receive any proceeds from the salesof our common shares by LPC. We may receive gross proceeds of up to $8,376,505 under the Purchase Agreement over the remaining portionof the 30-month period following the Commencement, assuming that we issue all of the common shares available thereunder and excludingestimated offering fees and expenses. However, there can be no assurance we will issue any or all of the common shares to LPC or thatthey will resell such common shares offered hereby. Because there is no minimum offering amount required, we may issue less than all ofthe common shares offered hereby, which may significantly reduce the amount of proceeds received by us.

We estimate that the net proceeds to us from theissuance of our common shares to LPC pursuant to the Purchase Agreement will be up to approximately $6,305,555 over the remaining portionof the 30-month period following the Commencement, assuming the issuance of 5,000,000 common shares we are registering on behalf of theselling shareholders based at an assumed offering price of $1.27 per common share, the closing price of our common shares as listed onNasdaq on February 4, 2022 and after deducting estimated offering expenses payable by us.

We intend to use the net proceeds from the issuanceof the securities for working capital and general corporate purposes. Such purposes may include research and development expendituresand capital expenditures. Pending the use of the net proceeds, we intend to invest the net proceeds in interest-bearing, investment-gradesecurities. Accordingly, our management will have significant flexibility in applying any net proceeds that we receive pursuant to thePurchase Agreement.

SELLINGSHAREHOLDER

We are filing the registration statement of whichthis prospectus forms a part pursuant to the provisions of the Registration Rights Agreement, which we entered into with LPC on April23, 2020 concurrently with our execution of the Purchase Agreement, pursuant to which we agreed to provide certain registration rightswith respect to sales by LPC of our common shares that may be issued to LPC under the Purchase Agreement. The selling shareholder may,from time to time, offer and sell pursuant to this prospectus any or all of the common shares that it holds or that may be acquired byit from us. The selling shareholder may sell some, all or none of its common shares. We do not know how long the selling shareholder willhold the common shares before selling them, and we currently have no agreements, arrangements or understandings with the selling shareholderregarding its resale of any of the common shares.

The following table presents information regardingthe selling shareholder and the common shares that it may offer and sell from time to time under this prospectus. The table is preparedbased on information supplied to us by the selling shareholder and reflects its beneficial ownership of our common shares as of February4, 2022. Neither the selling shareholder nor any of its affiliates have held a position or office, or had any other material relationship,with us or any of our predecessors or affiliates. Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by theSEC under the Exchange Act. The percentage of common shares beneficially owned prior to the offering is based on 15,264,261 common sharesoutstanding as of February 4, 2022.

THELPC TRANSACTION

General

On April 23, 2020, we entered into the PurchaseAgreement and the Registration Rights Agreement with LPC. Pursuant to the terms of the Purchase Agreement, LPC has agreed to subscribefor up to $10,000,000 of newly issued Company common shares (subject to certain limitations) from time to time over a 30-month period.Pursuant to the terms of the Registration Rights Agreement, we have filed with the SEC the registration statement that includes this prospectusto register for resale under the Securities Act the common shares that have been or may be issued to LPC under the Purchase Agreement.

We have the right, from time to time at our solediscretion over the 30-month period from and after the Commencement, to require LPC to subscribe for up to 150,000 common shares in aRegular Purchase, which amount may be increased to up to 400,000 common shares, provided that certain thresholds on the closing priceof our common shares and the number of our outstanding common shares set forth in the Purchase Agreement are satisfied; provided thatLPC’s maximum commitment obligation under any single Regular Purchase will not exceed $1,000,000 (which dollar threshold shall notbe adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction).

As of the date of this prospectus, we have sold1,500,000 of our common shares for an aggregate offering price of $1,623,495 pursuant to the Purchase Agreement, which represents thefull number of shares registered under the Registration Statement on Form F-1 previously filed by us with the SEC under the terms of thePurchase Agreement and the Registration Rights Agreement and declared effective by the SEC.

Purchases of Common Shares Under the PurchaseAgreement

The Purchase Agreement provides that, from timeto time at our sole discretion over the 30-month period from and after the Commencement, so long as at least one business day has passedsince the most recent prior Regular Purchase was completed in accordance with the Purchase Agreement, we may require LPC to subscribefor up to 150,000 of our common shares in a Regular Purchase. We may increase the amount of common shares we may issue to LPC pursuantto a Regular Purchase to up to (i) 300,000 of our common shares, provided that the total number of outstanding common shares on the purchasedate exceeds 10,000,000, (ii) 350,000 of our common shares, provided that the closing sale price of our common shares is not below $1.00on the purchase date and the total number of outstanding common shares on the purchase date exceeds 12,500,000 and (iii) 400,000 of ourcommon shares, provided that the closing sale price of our common shares is not below $1.00 on the purchase date and the total numberof outstanding common shares on the purchase date exceeds 15,000,000. The Regular Purchase Share Limit is subject to proportionate adjustmentin the event of a reorganization, recapitalization, non-cash dividend, stock split or other similar transaction; provided, that if aftergiving effect to such full proportionate adjustment, the adjusted Regular Purchase Share Limit would preclude us from requiring LPC tosubscribe for common shares at an aggregate purchase price equal to or greater than $150,000 in any single Regular Purchase, then theRegular Purchase Share Limit for such Regular Purchase will not be fully adjusted, but rather the Regular Purchase Share Limit for suchRegular Purchase shall be adjusted as specified in the Purchase Agreement, such that, after giving effect to such adjustment, the RegularPurchase Share Limit will be equal to (or as close as can be derived from such adjustment without exceeding) $150,000. We may not requireLPC to purchase in any single Regular Purchase common shares having an aggregate purchase price greater than $1,000,000. We may not issueany of our common shares as a Regular Purchase on a date in which the closing sale price of our common shares is below the sum of (x)the U.S. Dollar equivalent of the then applicable par value per common share and (y) $0.01 (which dollar amount shall not be subject toadjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction).

The purchase price for Regular Purchases shallbe equal to the lesser of (i) the lowest sale price of our common shares on the applicable purchase date and (ii) the average ofthe three lowest closing sale prices of our common shares during the 10 business days immediately prior to the applicable purchase date,as reported on the Nasdaq Capital Market.

In addition to Regular Purchases described above,we may also direct LPC, on any business day on which we have properly submitted a Regular Purchase notice directing LPC to purchase themaximum number of our common shares that we are then permitted to include in a single Regular Purchase notice and the closing sale priceof our common shares on such business day is not below $1.00 per share, to purchase an additional amount of our common shares, which werefer to as an Accelerated Purchase, not to exceed the lesser of (i) 30% multiplied by the aggregate of our common shares traded duringall or, if certain trading volume or market price thresholds specified in the Purchase Agreement are crossed on the applicable AcceleratedPurchase Date, which is defined as the next business day following the purchase date for the corresponding Regular Purchase, the portionof the normal trading hours on the applicable Accelerated Purchase Date prior to such time that any one of such thresholds is crossed,which period of time on the applicable Accelerated Purchase Date we refer to as the Accelerated Purchase Measurement Period and (ii) threetimes the number of purchase shares purchased pursuant to the corresponding Regular Purchase.

The purchase price per share of each such AcceleratedPurchase shall be equal to 96% of the lower of (i) the volume weighted average price of our common shares during the applicable AcceleratedPurchase Measurement Period on the applicable Accelerated Purchase Date and (ii) the closing sale price of our common shares on the applicableAccelerated Purchase Date.

We may also direct LPC, not later than 1:00 p.m.,Eastern time, on a business day on which an Accelerated Purchase has been completed and all of the shares to be purchased thereunder (andunder the corresponding Regular Purchase) have been properly delivered to LPC in accordance with the Purchase Agreement prior to suchtime on such business day, and provided that the closing price of our common shares on the business day immediately preceding such businessday is not less than $1.00 per share, to purchase an additional amount of our common shares, which we refer to as an Additional AcceleratedPurchase, of up to the lesser of (i) 30% multiplied by the aggregate of our common shares traded during a certain portion of the normaltrading hours on the Additional Accelerated Purchase date as determined in accordance with the Purchase Agreement, which period of timewe refer to as the Additional Accelerated Purchase Measurement Period and (ii) three times the number of purchase shares purchased pursuantto the Regular Purchase corresponding to the Accelerated Purchase that was completed on such Accelerated Purchase Date on which an AdditionalAccelerated Purchase Notice was properly received.

We may, in our sole discretion, submit multipleAdditional Accelerated Purchase notices to LPC prior to 1:00 p.m., Eastern time, on a single Accelerated Purchase Date, provided thatall prior Accelerated Purchases and Additional Accelerated Purchases (including those that have occurred earlier on the same day) havebeen completed and all of the shares to be purchased thereunder (and under the corresponding Regular Purchase) have been properly deliveredto LPC in accordance with the Purchase Agreement.

The purchase price per share for each such AdditionalAccelerated Purchase shall be equal to 96% of the lower of (i) the volume weighted average price of our common shares during the applicableAdditional Accelerated Purchase Measurement Period on the applicable Additional Accelerated Purchase date and (ii) the closing sale priceof our common shares on the applicable Additional Accelerated Purchase Date.

There is no upper limit on the price per sharethat LPC could be obligated to pay for the common shares under the Purchase Agreement.

In all instances, we may not issue common sharesto LPC under the Purchase Agreement if it would result in LPC beneficially owning more than 4.99% of our outstanding common shares.

Other than as set forth above, there are no tradingvolume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any issuances of our commonshares to LPC.

Events of Default

Events of default under the Purchase Agreementinclude the following:

LPC does not have the right to terminate the PurchaseAgreement upon any of the events of default set forth above. During an event of default, all of which are outside of LPC’s control,we cannot initiate any Regular Purchases or Additional Purchases under the Purchase Agreement.

Termination Rights

We have the right to terminate the Purchase Agreement,without any cost to us, at any time for any reason upon one business day’s prior written notice to LPC. In the event of bankruptcyproceedings by or against us, the Purchase Agreement will automatically terminate without action of any party.

LPC may not assign or transfer its rights andobligations under the Purchase Agreement.

No Short-Selling or Hedging by LPC

LPC has represented to us that at no time priorto the Purchase Agreement has LPC or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directlyor indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common shares or anyhedging transaction, which establishes a net short position with respect to our common shares. LPC agreed that during the term of thePurchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoingtransactions.

Prohibition of Certain Continuous Offerings

We agreed with LPC that we will not, for a periodcommencing on the date of the Purchase Agreement and ending on the later of: (i) the 30-month anniversary of the date of the PurchaseAgreement and (ii) the 30-month anniversary of the date of Commencement, in either case irrespective of any earlier termination of thePurchase Agreement, enter into any agreement relating to or otherwise effect any issuance of our securities in certain types of continuousofferings in which we may issue securities at a future determined price.

Effect of Performance of the Purchase Agreementon Our Shareholders

All 5,000,000 shares registered in this offeringare expected to be freely tradable. The sale by LPC of a significant amount of shares registered in this offering at any given time couldcause the market price of our common shares to decline and to be highly volatile. LPC may ultimately purchase all, some or none of the5,000,000 common shares registered in this offering. If we issue these shares to LPC, LPC may sell all, some or none of such shares. Therefore,issuances to LPC by us under the Purchase Agreement may result in substantial dilution to the interests of other holders of our commonshares. In addition, if we issue a substantial number of shares to LPC under the Purchase Agreement, or if investors expect that we willdo so, the actual issuance of shares or the mere existence of our arrangement with LPC may make it more difficult for us to issue equityor equity-related securities in the future at a time and at a price that we might otherwise wish to effect such issuances. However, wehave the right to control the timing and amount of any issuances of our shares to LPC and the Purchase Agreement may be terminated byus at any time at our discretion without any cost to us upon one business day’s prior written notice to LPC.

Pursuant to the terms of the Purchase Agreement,we have the right, but not the obligation, to direct LPC to subscribe for up to $8,376,505 of our common shares over the remaining termof the Purchase Agreement. Depending on the price per share at which we issue our common shares to LPC, we may be authorized to issueto LPC under the Purchase Agreement more of our common shares than are offered under this prospectus. If we choose to do so, we must firstregister for resale under the Securities Act any such additional shares, which could cause additional substantial dilution to our shareholders.The number of shares ultimately offered for resale by LPC under this prospectus is dependent upon the number of shares we direct LPC topurchase under the Purchase Agreement.

The following table sets forth the amount of grossproceeds we would receive from LPC from the issuance of a number of shares to LPC equal to the number of shares registered hereunder pursuantto the Purchase Agreement at varying purchase prices:

CAPITALIZATION

The table below sets forth our cash and cash equivalentsand our total capitalization (defined as total debt and shareholders’ equity) as of June 30, 2021:

Investors should read this table in conjunctionwith our unaudited condensed consolidated interim financial statements and related notes as of and for the period ended June 30, 2021and management’s discussion and analysis thereon, each as incorporated by reference into this prospectus, as well as “Useof Proceeds” in this prospectus.

U.S. dollar amounts have been translated intoSwiss Francs at a rate of CHF 0.9253 to USD 1.00, the official exchange rate quoted as of June 30, 2021 by the U.S. Federal Reserve Bank.Such Swiss Franc amounts are not necessarily indicative of the amounts of Swiss Francs that could actually have been purchased upon exchangeof U.S. dollars on June 30, 2021 and have been provided solely for the convenience of the reader. On January 28, 2022, the exchange rateas reported by the U.S. Federal Reserve Bank was CHF 0.9298 to USD 1.00.

The above discussion and table are based on 13,643,130common shares outstanding as of June 30, 2021 and excludes:

DILUTION

If you invest in our common shares, your interestwill be diluted to the extent of the difference between the offering price per common share and the as adjusted net tangible book valueper common share after this offering.

As of June 30, 2021, we had a net tangible bookvalue of $6.0 million, corresponding to a net tangible book value of $0.44 per common share. Net tangible book value per share representsthe amount of our total assets less our total liabilities, excluding intangible assets, divided by 13,643,130, the total number of ourcommon shares outstanding as of June 30, 2021.

After giving effect to the issuance by us of 5,000,000 common sharesto LPC at the assumed offering price of $1.27 per common share, the closing price of our common shares as listed on Nasdaq on February4, 2022, after deducting estimated offering expenses payable by us, our as adjusted net tangible book value estimated as of June 30, 2021would have been $12,295,822, representing $0.66 per common share. This represents an immediate increase in net tangible book value of $0.22per common share to existing shareholders and an immediate dilution in net tangible book value of $0.61 per common share to LPC.Dilution for this purpose represents the difference between the price per common share paid by LPC and net tangible book value per commonshare immediately after the completion of the offering.

The following table illustrates this dilutionto LPC.

The above discussion and table are based on 13,643,130common shares outstanding as of June 30, 2021 and excludes:

To the extent that outstanding options or warrantsare exercised, you may experience further dilution. In addition, we may choose to raise additional capital due to market conditions orstrategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additionalcapital is raised through the sale of equity or convertible debt securities, the issuance of these securities may result in further dilutionto our shareholders.

Swiss Franc amounts have been translated intoU.S. dollars at a rate of CHF 0.9253 to USD 1.00, the official exchange rate quoted as of June 30, 2021 by the U.S. Federal Reserve Bank.Such U.S. dollar amounts are not necessarily indicative of the amounts of U.S. dollars that could actually have been purchased upon exchangeof Swiss Francs on June 30, 2021 and have been provided solely for the convenience of the reader.

EXPENSESOF THE OFFERING

We estimate that our expenses in connection withthis offering will be as follows:

All amounts in the table are estimates exceptthe U.S. Securities and Exchange Commission registration fee. The Company will pay all of the expenses of this offering.

PLANOF DISTRIBUTION

The common shares offered by this prospectus isbeing offered by the selling shareholder. The common shares may be sold or distributed from time to time by the selling shareholder directlyto one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at thetime of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The saleof the common shares offered by this prospectus could be effected in one or more of the following methods:

In order to comply with the securities laws ofcertain states, if applicable, the common shares may be sold only through registered or licensed brokers or dealers. In addition, in certainstates, the common shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from thestate’s registration or qualification requirement is available and complied with.

LPC is an “underwriter” within themeaning of Section 2(a)(11) of the Securities Act.

LPC has informed us that it intends to use anunaffiliated broker-dealer to effectuate all sales, if any, of the common shares that it may purchase from us pursuant to the PurchaseAgreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Eachsuch unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. LPC has informedus that each such broker-dealer will receive commissions from LPC that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participatingin the distribution of the common shares as agents may receive compensation in the form of commissions, discounts, or concessions fromthe selling shareholder and/or purchasers of the common shares for whom the broker-dealers may act as agent. The compensation paid toa particular broker-dealer may be less than or in excess of customary commissions. Neither we nor LPC can presently estimate the amountof compensation that any agent will receive.

We know of no existing arrangements between LPCand any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the common shares offered by thisprospectus. At the time a particular offer of shares is made, a prospectus supplement, if required, will be distributed that will setforth the names of any agents, underwriters or dealers and any compensation from the selling shareholder, and any other required information.

We will pay the expenses incident to the registration,offering, and issuance of the common shares to LPC. We have agreed to indemnify LPC and certain other persons against certain liabilitiesin connection with the offering of common shares offered hereby, including liabilities arising under the Securities Act or, if such indemnityis unavailable, to contribute amounts required to be paid in respect of such liabilities. LPC has agreed to indemnify us against liabilitiesunder the Securities Act that may arise from certain written information furnished to us by LPC specifically for use in this prospectusor, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.

Insofar as indemnification for liabilities arisingunder the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinionof the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

LPC has represented to us that at no time priorto the Purchase Agreement has LPC or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directlyor indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common shares or anyhedging transaction, which establishes a net short position with respect to our common shares. LPC agreed that during the term of thePurchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoingtransactions.

We have advised LPC that it is required to complywith Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling shareholder, any affiliatedpurchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting toinduce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distributionof that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

Our common shares are listed on the Nasdaq CapitalMarket under the symbol “CYTO”.

Initial settlement of any common shares to beissued pursuant to this prospectus will take place through The Depository Trust Company, or DTC, in accordance with its customary settlementprocedures for equity securities. Each person owning common shares held through DTC must rely on the procedures thereof and on institutionsthat have accounts therewith to exercise any rights of a holder of the shares.

LEGALMATTERS

The validity of the common shares and certainother matters of Bermuda law will be passed upon for us by Conyers Dill & Pearman Limited, Bermuda. Certain matters of U.S. federaland New York State law will be passed upon for us by Lowenstein Sandler LLP, New York, New York.

EXPERTS

The financial statements of Altamira TherapeuticsLtd. as of December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020, incorporated by referencein this Prospectus by reference to Altamira Therapeutics Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2020,have been audited by Deloitte AG, an independent registered public accounting firm, as stated in their report. Such financial statementsare incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

ENFORCEMENTOF JUDGMENTS

Altamira Therapeutics Ltd. is a Bermuda exemptedcompany. As a result, the rights of holders of its common shares will be governed by Bermuda law and its memorandum of continuation andbye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions.Many of our directors and some of the named experts referred to in this prospectus are not residents of the United States, and a substantialportion of our assets are located outside the United States. As a result, it may be difficult for investors to effect service of processon those persons in the United States or to enforce in the United States judgments obtained in U.S. courts against us or those personsbased on the civil liability provisions of the U.S. securities laws. It is doubtful whether courts in Bermuda will enforce judgments obtainedin other jurisdictions, including the United States, against us or our directors or officers under the securities laws of those jurisdictionsor entertain actions in Bermuda against us or our directors or officers under the securities laws of other jurisdictions.

WHEREYOU CAN FIND MORE INFORMATION

We have filed with the U.S. Securities and ExchangeCommission a registration statement (including amendments and exhibits to the registration statement) on Form F-1 under the SecuritiesAct. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registrationstatement and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statementand the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registrationstatement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filedas an exhibit is qualified in all respects by the filed exhibit.

We are subject to the informational requirementsof the Exchange Act. Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form20-F and reports on Form 6-K. You may inspect and copy reports and other information filed with the SEC at the Public Reference Room at100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SECat 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports and other information about issuers, likeus, that file electronically with the SEC. The address of that website is www.sec.gov.

As a foreign private issuer, we are exempt underthe Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our directors, executiveofficers and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 ofthe Exchange Act.

INCORPORATIONOF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to incorporate by referenceinformation into this document. This means that we can disclose important information to you by referring you to another document filedseparately with the SEC. The information incorporated by reference is considered to be a part of this document, except for any informationsuperseded by information that is included directly in this prospectus or incorporated by reference subsequent to the date of this prospectus.

We incorporate by reference the following documentsor information that we have filed with the SEC

Documents incorporated by reference in this prospectusare available from us without charge upon written or oral request, excluding any exhibits to those documents that are not specificallyincorporated by reference into those documents. You can obtain documents incorporated by reference in this document by requesting themfrom us in writing or at Altamira Therapeutics Ltd., Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda or via telephone at (441)295-5950.

PARTII

InformationNot Required in the Prospectus

Item6. Indemnification of Directors and Officers

Section98 of the Companies Act provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liabilitywhich by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breachof trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guiltyin relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors againstany liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor orin which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Companies Act.

Wehave adopted provisions in our bye-laws that provide that we shall indemnify our officers and directors in respect of their actions andomissions, except in respect of their fraud or dishonesty. Our bye-laws provide that the shareholders waive all claims or rights of actionthat they might have, individually or in right of the company, against any of the company’s directors or officers for any act orfailure to act in the performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty ofsuch director or officer. Section 98A of the Companies Act permits us to purchase and maintain insurance for the benefit of any officeror director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust,whether or not we may otherwise indemnify such officer or director.

Wehave entered into indemnification agreements with each of the members of our board of directors and executive officers.

Insofaras indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers andcontrolling persons of the Company, the Company has been advised that, in the opinion of the Securities and Exchange Commission, suchindemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable.

Item7. Recent Sales of Unregistered Securities

OnJanuary 26, 2018, we entered into a purchase agreement with certain investors providing for the issuance and sale by us of 62,499 ofour common shares. The common shares were offered pursuant to an effective shelf registration statement on Form F-3, which was initiallyfiled with the Securities and Exchange Commission on September 1, 2015 and declared effective on September 10, 2015 (File No. 333-206710).In a concurrent private placement pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgatedthereunder, we issued to the same investors warrants to purchase up to 37,501 of our common shares in the aggregate. The warrants becameexercisable immediately upon their issuance on January 30, 2018, at an exercise price of $100.00 per common share, and expireof January 30, 2025.

OnMay 2, 2018, we entered into a purchase agreement (the “LPC Purchase Agreement”) and a Registration Rights Agreement (the“LPC Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”). Pursuant to the LPC PurchaseAgreement, LPC agreed to subscribe for up to $10,000,000 of our common shares over the 30-month term of the LPC Purchase Agreement. Wehave issued an aggregate of 587,500 common shares to LPC under the LPC Purchase Agreement pursuant to the exemption provided in Section4(a)(2) under the Securities Act.

OnApril 23, 2020, we entered into the Purchase Agreement and the Registration Rights Agreement with LPC. Pursuant to the Purchase Agreement,LPC has agreed to subscribe for up to $10,000,000 of our common shares over the 30-month term of the Purchase Agreement following theCommencement. We have issued an aggregate of 1,500,000 common shares to LPC under the Purchase Agreement pursuant to the exemption providedin Section 4(a)(2) under the Securities Act.

OnSeptember 7, 2020, we entered into a convertible loan agreement with FiveT Capital AG (“FiveT”) to raise CHF 1,500,000 tofund the initial development of AM-301. Under the convertible loan agreement, FiveT has the right to convert the outstanding principalamount, including interest, into common shares or alternatively into shares of Altamira Medica AG (“Altamira”). On December1, 2020, a tranche of the convertible loan provided by FiveT in the amount of CHF 895,455 was converted into 737,000 of our common sharesat a conversion price of USD 1.35. On March 4, 2021, the remaining convertible loan by FiveT in the amount of CHF 604,545 plus accumulatedinterests of CHF 40,268 was converted into 516,814 of our common shares at a conversion price of USD 1.35. The issuances were exemptfrom registration pursuant to Section 4(a)(2) under the Securities Act.

OnJune 1, 2021, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) through which we acquired 100% ofthe share capital of privately held Trasir Therapeutics Inc. (“Trasir”). As a result of the merger, the shares of commonstock of Trasir immediately prior to the effective time of the merger converted into the right to receive: (i) an aggregate of 764,370common shares of the Company, par value CHF 0.01 per share, calculated based on a value of $2,500,000 divided by the average closingprice of the common shares on the 15 trading days preceding the closing date; (ii) contingent on the occurrence of positive results froma subsequent post-closing scientific study (“Positive Results”), the applicable pro rata share of $1,500,000 of common shares,to be calculated based on the average closing price of the common shares on the 15 trading days preceding the occurrence of PositiveResults; and (iii) $210,000 for expenses incurred in connection with the execution, delivery and performance of the Merger Agreementby certain Trasir stockholders, paid partially in cash and partially in common shares based on the average closing price of the commonshares on the 15 trading days preceding the closing date. We have issued an aggregate of 773,543 common shares to Trasir stockholdersunder the Merger Agreement pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.

Item8. Exhibits

Seethe Exhibit Index attached to this registration statement, which is incorporated by reference herein.

None.

Item9. Undertakings

Theundersigned hereby undertakes:

EXHIBITINDEX

Thefollowing documents are filed as part of this registration statement:

SIGNATURES

Pursuantto the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets allof the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned,thereunto duly authorized, in Hamilton, Bermuda on February 8, 2022.

KNOWALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Thomas Meyer and MarcelGremaud and each of them, individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution,for him and in his name, place and stead in any and all capacities, in connection with this registration statement, including to signin the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effectiveamendments and registrations filed pursuant to Rule 462 under the U.S. Securities Act of 1933, and to file the same, with all exhibitsthereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-factand agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about thepremises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-factand agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuantto the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons onFebruary 8, 2022 in the capacities indicated:

AUTHORIZEDREPRESENTATIVE

Pursuantto the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement on Form F-1,solely in the capacity of the duly authorized representative of Altamira Therapeutics Ltd. in the United States, on February 8,2022.

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