Filed with the Securities and Exchange Commissionon December 16, 2022

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Altamira Therapeutics Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Not Applicable

(Translation of Registrant’s Name Into English)

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

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

Agent for Service of Process Info

Samuel Wickline

Chief Scientific Officer

Altamira Therapeutics Ltd.

8 The Green, Suite 12455

Dover, DE 19901

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

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

Approximate date of commencement of proposedsale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on thisform are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this form is filed to register additional securitiesfor an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrantis an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares itsfinancial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the SecuritiesAct. ☐

The registrant hereby amends this registrationstatement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment whichspecifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant tosuch Section 8(a), may determine.

The information inthis prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with theSecurities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offerto buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION,DATED DECEMBER 16, 2022

PRELIMINARY PROSPECTUS

400,000 Common Shares

Altamira Therapeutics Ltd.
Common Shares

This prospectus relates to the resale, from timeto time, of up to 400,000 common shares, par value CHF 0.20 per share, or the “common shares,” of Altamira Therapeutics Ltd.,an exempted company limited by shares incorporated in Bermuda, by the selling shareholder, Lincoln Park Capital Fund, LLC, or “LPC.”The common shares to which this prospectus relates consist of (i) up to 350,000 common shares, which we refer to as “Purchase Shares,”that we may, from time to time in our discretion, issue and sell to LPC upon the terms and subject to satisfaction of the conditions inthe purchase agreement, dated as of December 5, 2022, that we entered into with LPC on such date, which we refer to as the “PurchaseAgreement,” and (ii) 50,000 common shares that we issued to LPC on December 5, 2022 as consideration for LPC’s commitmentto purchase common shares at our direction under the Purchase Agreement, which we refer to as the “Commitment Shares”.

We are not selling any securities under this prospectusand will not receive any of the proceeds from the resale by the selling shareholder of common shares under this prospectus. However, wemay receive proceeds of up to $10,000,000 from our sale of Purchase Shares, if any, to LPC under the Purchase Agreement, from time totime in our discretion after the date the registration statement of which this prospectus is a part is declared effective and the otherconditions in the Purchase Agreement have been satisfied.

LPC is an “underwriter” within themeaning of Section 2(a)(11) of the Securities Act of 1933, as amended, or the “Securities Act”. LPC may sell the common sharesdescribed in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more informationabout how LPC may resell the common shares being registered for resale by LPC under the registration statement that includes this prospectus.

We will pay the expenses incurred in registeringthe 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, or Nasdaq, under the symbol “CYTO”. The closing price of our common shares on Nasdaq on December 14,2022 was $5.08 per common share.

We are a “foreign private issuer”as defined under the federal securities laws and, as such, are subject to reduced public company reporting requirements. See “ProspectusSummary – Implications of Being a Foreign Private Issuer.”

Investing in our common shares involves a highdegree of risk. See “Risk Factors” beginning on page 5.

Neither the Securities and Exchange Commissionnor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.Any representation to the contrary is a criminal offense.

Consent under the Exchange Control Act 1972(and its related regulations) from the Bermuda Monetary Authority for the issue and transfer of our common shares to and between residentsand non-residents of Bermuda for exchange control purposes has been obtained for so long as our common shares remain listed on an “appointedstock exchange,” which includes the Nasdaq Capital Market. In granting such consent, neither the Bermuda Monetary Authority northe Registrar of Companies in Bermuda accepts any responsibility for our financial soundness or the correctness of any of the statementsmade or opinions expressed herein.

The date of this prospectus is             , 2022.

TABLE OF CONTENTS

Unless otherwise indicated or the context otherwiserequires, all references in this prospectus to “Altamira Therapeutics Ltd.”, or “Altamira,” the “Company,”“we,” “our,” “ours,” “us” or similar terms refer to (i) Auris Medical Holding AG (formerlyAuris Medical AG), or Auris Medical (Switzerland), together with its subsidiaries, prior to our corporate reorganization by way of themerger of Auris Medical Holding AG into Auris Medical NewCo Holding AG (the “Merger”), a newly incorporated, wholly-ownedSwiss subsidiary on March 13, 2018 (i.e. to the transferring entity), (ii) Auris Medical Holding AG (formerly Auris Medical NewCo HoldingAG), together with its subsidiaries after the Merger (i.e. to the surviving entity) and prior to the Redomestication (as defined below),(iii) Auris Medical Holding Ltd., a Bermuda company, or Auris Medical (Bermuda), the successor issuer to Auris Medical (Switzerland) underRule 12g-3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the effective time at which AurisMedical (Switzerland) continued its corporate existence from Switzerland to Bermuda (the “Redomestication”), which occurredon March 18, 2019 and (iv) Altamira Therapeutics Ltd. (formerly Auris Medical Holding Ltd.) after adoption of the new company name byresolution of Special General Meeting of Shareholders held on July 21, 2021. The trademarks, trade names and service marks appearing inthis prospectus are property of their respective owners.

On May 1, 2019, the Company effected a one-for-twentyreverse share split (the “2019 Reverse Share Split”) of the Company’s issued and outstanding common shares. Unless indicatedor the context otherwise requires, all per share amounts and numbers of common shares in this prospectus have been retrospectively adjustedfor the 2019 Reverse Share Split. Following shareholders’ approval at a special general meeting of shareholders held on July 21,2021, we changed our name to Altamira Therapeutics Ltd. On October 25, 2022, the Company effected a one-for-twenty reverse share split(the “2022 Reverse Share Split”) of the Company’s issued and outstanding common shares. Unless indicated or the contextotherwise requires, all per share amounts and numbers of common shares in this prospectus have been retrospectively adjusted for the 2022Reverse Share Split.

Unless indicated or the context otherwise requires,(i) all references in this prospectus to our common shares as of any date prior to March 13, 2018 refer to the common shares of AurisMedical (Switzerland) (having a par value of CHF 0.40 per share (pre-2019 Reverse Share Split and 2022 Reverse Share Split)) prior tothe 10:1 “reverse share split” effected through the Merger, (ii) all references to the our common shares as of, and after,March 13, 2018 and prior to the Redomestication refer to the common shares of Auris Medical (Switzerland) (having a par value of CHF 0.02per share (pre-2019 Reverse Share Split and 2022 Reverse Share Split)) after the 10:1 “reverse share split” effected throughthe Merger (iii) all references to our common shares as of, and after, the Redomestication on March 18, 2019 refer to the common sharesof the Company (having a par value of CHF 0.02 per share pre-2019 Reverse Share Split and 2022 Reverse Share Split)), (iv) the Company’scommon shares after May 1, 2019, the date of the 2019 Reverse Share Split have a par value of CHF 0.40 each (pre-2022 Reverse Share Split)and (v) the Company’s common shares after October 25, 2022, the date of the 2022 Reverse Share Split have a par value of CHF 0.20each.

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

We have not authorized anyone to provide any informationother than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may havereferred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that othersmay give you. We have not authorized any other person to provide you with different or additional information. We are not making an offerto sell the common shares in any jurisdiction where the offer or sale is not permitted. This offering is being made in the United Statesand elsewhere solely on the basis of the information contained in this prospectus. You should assume that the information appearing inthis prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectusor any sale of the common shares. Our business, financial condition, results of operations and prospects may have changed since the dateon the front cover of this prospectus.

RISKFACTORS

Any investment in our common shares involvesa high degree of risk. You should carefully consider the risks described below and in “Item 3. Key Information—D. Risk factors”in our Annual Report on Form 20-F for the year ended December 31, 2021, incorporated by reference herein, and all of the information includedor incorporated by reference in this prospectus before deciding whether to purchase our common shares. The risks and uncertainties describedbelow are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currentlydeem immaterial may also impair our business operations. If any of the events or circumstances described in the following risk factorsactually occur, our business, financial condition and results of operations would suffer. In that event, the price of our common sharescould decline, and you may lose all or part of your investment. The risks discussed below also include forward-looking statements andour actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary StatementRegarding Forward-Looking Statements.”

Risks Related to this Offering

It is not possible to predict the actualnumber of shares we will sell under the Purchase Agreement to the selling shareholder, or the actual gross proceeds resulting from thosesales.

On December 5, 2022, we entered into the PurchaseAgreement with LPC, pursuant to which LPC has committed to purchase up to $10.0 million of our common shares, subject to certain limitationsand conditions set forth in the Purchase Agreement, at our direction in our sole discretion from time to time over the 24-month periodbeginning on the Commencement Date.

We generally have the right to control the timingand amount of any sales of our common shares to LPC under the Purchase Agreement. Sales of our common shares, if any, to LPC under thePurchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to LPCall, some or none of the common shares that may be available for us to sell to LPC as Purchase Shares pursuant to the Purchase Agreement.

Because the purchase price per share to be paidby LPC for the common shares that we may, in our sole discretion, elect to issue and sell to LPC under the Purchase Agreement from andafter the Commencement Date will fluctuate based on the market prices of our common shares at the times that we elect to sell such commonshares, if any, to LPC under the Purchase Agreement, as of the date of this prospectus, it is not possible for us to calculate the actualpurchase prices to be paid by LPC for any of the common shares that we may elect to issue and sell to LPC as Purchase Shares under thePurchase Agreement, and therefore (other than the 50,000 Commitment Shares we issued to LPC on December 5, 2022) we cannot predict theactual total aggregate number of common shares we may ultimately issue and sell to LPC, if any, under the Purchase Agreement, or the aggregateamount of proceeds we will actually receive from those sales, if any, under the Purchase Agreement.

Although the Purchase Agreement provides thatwe may sell up to $10.0 million of our common shares to LPC, only 400,000 of our common shares are being registered under the SecuritiesAct for resale by LPC under the registration statement that includes this prospectus, consisting of (i) the 50,000 Commitment Shares thatwe issued to LPC upon our execution of the Purchase Agreement on December 5, 2022, in exchange for which we have not and will not receiveany cash consideration, and (ii) up to 350,000 additional common shares that we may issue to LPC as Purchase Shares from and after Commencement,if and when we elect to sell such Purchase Shares to LPC under the Purchase Agreement. Depending on the market prices of our common sharesat the time we elect to issue and sell the 350,000 Purchase Shares that are included in this prospectus to LPC pursuant to the PurchaseAgreement, if any, we may need to issue and sell more than the 400,000 common shares being offered under this prospectus to LPC pursuantto the Purchase Agreement in order for us to receive aggregate gross proceeds equal to $10.0 million, the amount of LPC’s totalaggregate purchase commitment under the Purchase Agreement. If it becomes necessary for us to issue and sell to LPC under the PurchaseAgreement more than the 400,000 common shares being offered under this prospectus, which we have the right, but not the obligation, todo, in order for us to receive to receive aggregate gross proceeds equal to $10.0 million from LPC under the Purchase Agreement, we mustfirst file with the SEC one or more additional registration statements to register under the Securities Act the offer and resale by LPCof any such additional common shares that we may wish to sell to LPC from time to time under the Purchase Agreement, which the SEC mustthen declare effective.

Furthermore, if the total aggregate amount ofcommon shares that we wish to issue and sell to LPC as Purchase Shares pursuant to the Purchase Agreement would exceed 750,000 commonshares, representing the number of common shares that have been duly authorized by the Company’s board of directors and reservedfor issuance and sale to LPC as Purchase Shares under the Purchase Agreement as of the date of this prospectus, we would first need toobtain further authorization of the Company’s board of directors and reserve for issuance and sale to LPC under the Purchase Agreementany such additional common shares that we may wish to sell to LPC as Purchase Shares from time to time under the Purchase Agreement.

Any issuance and sale by us under the PurchaseAgreement of a substantial amount of common shares in addition to the 400,000 common shares being registered for resale by LPC under thisprospectus could cause additional substantial dilution to our shareholders. The number of common shares ultimately resold by LPC throughthis prospectus is dependent upon the total number of common shares, if any, we elect to sell to LPC under the Purchase Agreement fromand after Commencement and during the term of the Purchase Agreement.

Investors who buy shares at different timeswill likely pay different prices.

Pursuant to the Purchase Agreement, we will havediscretion, subject to market demand, to vary the timing, prices, and numbers of common shares that we elect to issue and sell to LPCin one or more Regular Purchases, accelerated purchases and additional accelerated purchases, if any, from and after the CommencementDate and during the term of the Purchase Agreement. If and when we do elect to sell common shares to LPC pursuant to the Purchase Agreementfrom and after the Commencement Date, if any, after LPC has acquired such common shares, LPC may resell all, some or none of such commonshares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase common shares fromLPC in this offering at different times will likely pay different prices for those common shares, and so may experience different levelsof dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a declinein the value of the common shares they purchase from LPC in this offering as a result of future sales made by us to LPC at prices lowerthan the prices such investors paid for their common shares in this offering. In addition, if we sell a substantial number of common sharesto LPC under the Purchase Agreement, or if investors expect that we will do so, the actual sales of common shares, or the anticipationof such sales as a result of the public filing with the SEC of our Purchase Agreement and Registration Rights Agreement and/or the registrationstatement that includes this prospectus may make it more difficult for us to sell equity or equity-related securities in the future ata time and at a price that we might otherwise wish to effect such sales.

Our management teamwill have broad discretion over the use of the net proceeds from our sale of common shares to the Selling Shareholder, if any, and youmay not agree with how we use the proceeds and the proceeds may not be invested successfully.

Our management team will have broad discretion as to the use of thenet proceeds from our sale of common shares to the selling shareholder, if any, and we could use such proceeds for purposes other thanthose contemplated at the time of commencement of this offering. Accordingly, you will be relying on the judgment of our management teamwith regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whetherthe proceeds are being used appropriately. It is possible that, pending their use, we may invest those net proceeds in a way that doesnot yield a favorable, or any, return for us. The failure of our management team to use such funds effectively could have a material adverseeffect on our business, financial condition, operating results and cash flows.

PRESENTATIONOF FINANCIAL AND OTHER INFORMATION

We report under IFRS in Swiss Francs. None ofthe consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States.

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

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

MARKETAND INDUSTRY DATA

This prospectus contains industry, market andcompetitive position data that are based on industry publications and studies conducted by third parties as well as our own internal estimatesand research. These industry publications and third party studies generally state that the information that they contain has been obtainedfrom sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information.

CAUTIONARYSTATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements that constituteforward-looking statements, including statements concerning our industry, our operations, our anticipated financial performance and financialcondition, and our business plans and growth strategy and product development efforts. These statements constitute forward-looking statementswithin the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 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 toidentify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speakonly as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believeto be reasonable, are inherently uncertain and subject to a number of risks and uncertainties.

Forward-looking statements appear in a numberof places in this prospectus and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-lookingstatements are based on our management’s beliefs and assumptions and on information currently available to our management. Suchstatements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-lookingstatements 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 resalesof our common shares by LPC under this prospectus. We may receive gross proceeds of up to $10,000,000 under the Purchase Agreement overa period of up to 24 months after the Commencement Date, assuming that we sell the full amount of our common shares that we have the right,but not the obligation, to issue and sell to LPC as Purchase Shares under the Purchase Agreement and excluding estimated fees and expensespayable by us in connection with the registration under the Securities Act of all of the common shares that may be issued by us to LPCunder the Purchase Agreement for resale by LPC, including the common shares being offered for resale by LPC under this prospectus. However,there can be no assurance we will issue to LPC any or all of the common shares that we have the right, but not the obligation, to sellto LPC as Purchase Shares under the Purchase Agreement, or that LPC will resell any of such common shares. Because there is no minimumamount of common shares that we are required to sell to LPC under the Purchase Agreement, we may issue and sell less than all of the commonshares that we have the right, but not the obligation, to issue and sell to LPC as Purchase Shares under the Purchase Agreement, includingthe common shares being offered for resale by LPC under this prospectus, which may significantly reduce the amount of proceeds receivedby us from LPC under the Purchase Agreement.

We estimate that the net proceeds to us from theissuance and sale of our common shares to LPC pursuant to the Purchase Agreement will be up to approximately $9,964,293 over the 24-monthperiod following the Commencement Date, assuming that we sell the full amount of our common shares that we have the right, but not theobligation, to sell to LPC as Purchase Shares under the Purchase Agreement and after deducting estimated fees and expenses payable byus in connection with the registration under the Securities Act of all of the common shares that may be issued by us to LPC under thePurchase Agreement for resale by LPC, including the common shares being offered for resale by LPC under this prospectus.

We intend to use the net proceeds to us from the issuance and saleof our common shares to LPC pursuant to the Purchase Agreement for working capital and general corporate purposes. Such purposes may includeresearch and development expenditures and capital expenditures. Pending the use of the net proceeds, we intend to invest the net proceedsin interest-bearing, investment-grade securities. Accordingly, our management will have significant flexibility in applying any net proceedsthat we receive from the issuance and sale of our common shares to LPC pursuant to the Purchase Agreement.

SELLINGSHAREHOLDER

This prospectus relates to the offer and resale byLPC of up to 400,000 common shares that have been or may be issued by us to LPC under the Purchase Agreement. For additional informationregarding the common shares included in this prospectus, see the section titled “The LPC Transaction” in this prospectus.We are registering the common shares included in this prospectus pursuant to the provisions of the Registration Rights Agreement we enteredinto with LPC on December 5, 2022 in order to permit the selling shareholder to offer the common shares included in this prospectus forresale from time to time. Except for the transactions contemplated by the Purchase Agreement, the Registration Rights Agreement, the PurchaseAgreement dated April 23, 2020 between us and LPC, and the Registration Rights Agreement dated April 23, 2020, between us and LPC, LPChas not had any material relationship with us within the past three years. As used in this prospectus, the term “selling shareholder”means Lincoln Park Capital Fund, LLC.

The table below presents information regardingthe selling shareholder and the common shares that may be resold by the selling shareholder from time to time under this prospectus. Thistable is prepared based on information supplied to us by the selling shareholder, and reflects holdings as of December 7, 2022. The numberof common shares in the column “Maximum Number of Common Shares to be Resold Pursuant to this Prospectus” represents all ofthe common shares being offered for resale by the selling shareholder under this prospectus. The selling shareholder may sell some, allor none of the common shares being offered for resale in this offering. We do not know how long the selling shareholder will hold thecommon shares before selling them and we are not aware of any existing arrangements between the selling shareholder and any other shareholder,broker, dealer, underwriter or agent relating to the sale or distribution of the common shares being offered for resale by this prospectus.

Beneficial ownership is determined inaccordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes common shares with respect to which theselling shareholder has sole or shared voting and investment power. Because the purchase price per common share to be paid by LPCfor common shares that may be issued and sold by us to LPC in Regular Purchases under the Purchase Agreement, if any, will be basedon prevailing market prices of our common shares immediately preceding the time of sale as computed under the Purchase Agreement,and the purchase price per common share to be paid by LPC for common shares that may be issued and sold by us to LPC in acceleratedpurchases or additional accelerated purchases will be based on prevailing market prices of our common shares at the time of sale ascomputed under the Purchase Agreement, provided that in each case such per share purchase price may not be less than the U.S. dollarequivalent of the then applicable par value per common share (which as of the date of this prospectus is CHF 0.20 per share), theactual number of common shares that we may ultimately issue and sell to LPC under the Purchase Agreement may be fewer than the400,000 common shares being offered for resale under this prospectus.

THELPC TRANSACTION

On December 5, 2022, we and LPCentered into the Purchase Agreement and the Registration Rights Agreement. The Purchase Agreement provides that, upon the terms and subjectto the satisfaction of the conditions set forth therein, we may, in our sole discretion, issue and sell to LPC up to $10.0 million ofour common shares, subject to certain limitations set forth in the Purchase Agreement, from time to time over a period of up to 24 monthsbeginning on the Commencement Date. Pursuant to the terms of the Registration Rights Agreement, we have filed the registration statementthat includes this prospectus with the SEC to register under the Securities Act the offer and resale by LPC of up to 400,000 common sharesthat have been or may be issued and sold by us to LPC under the Purchase Agreement, consisting of (i) up to 350,000 common shares thatwe may, in our sole discretion, issue and sell to LPC as Purchase Shares, from time to time over a period of up to 24 months beginningon the Commencement Date, and (ii) 50,000 common shares that we issued as Commitment Shares to LPC on December 5, 2022 in considerationfor LPC’s commitment to purchase common shares at our direction under the Purchase Agreement.

We do not have the right tocommence any sales of Purchase Shares to LPC under the Purchase Agreement until all of the conditions set forth in the Purchase Agreementhave been satisfied on the Commencement Date, including that the registration statement that includes this prospectus is declared effectiveby the SEC and a final prospectus relating thereto is filed with the SEC. From and after the Commencement Date, on any business day selectedby us on which the closing sale price of our common shares is not below the Floor Price, we may, from time to time and at our sole discretionfor a period of up to 24-months after the Commencement Date, by written notice delivered by us to LPC, direct LPC to purchase up to 15,000common shares, at a purchase price per common share that will be determined and fixed in accordance with the Purchase Agreement at thetime we deliver such written notice to LPC. The maximum share limit for a Regular Purchase shall be increased to higher share thresholdamounts in the Purchase Agreement, up to a maximum share limit of 30,000 common shares, with the applicable maximum share limit determinedby whether the closing price for our common shares on the applicable purchase date exceeds certain price thresholds set forth in the PurchaseAgreement. The per share purchase price for the common shares sold in each such Regular Purchase, if any, will be based on prevailingmarket prices of our immediately preceding the time of sale as computed under the Purchase Agreement, provided that such per share purchaseprice may not be less than the U.S. dollar equivalent of the applicable par value per common share (which as of the date of this prospectusis CHF 0.20 per share) on the applicable purchase date for such Regular Purchase. In any case, however, LPC’s maximum purchase commitmentin any single Regular Purchase may not exceed $1,500,000 (which dollar amount shall not be subject to adjustment for any reorganization,recapitalization, non-cash dividend, share split, reverse share split or other similar transaction). We may direct LPC to purchase commonshares in a Regular Purchase on any business day we select as the purchase date for such Regular Purchase and as often as every businessday, provided that (i) the closing sale price of our common shares on the applicable purchase date for such Regular Purchase is not belowthe Floor Price and (ii) all Purchase Shares subject to all prior Regular Purchases that we have effected under the Purchase Agreement,if any, have been received by LPC before we deliver notice to LPC for such Regular Purchase in accordance with the Purchase Agreement.

In addition to Regular Purchasesdescribed above, provided that we have directed LPC to purchase the maximum amount of common shares that we are then able to sell to LPCin a Regular Purchase, we may, in our sole discretion, also direct LPC to purchase additional common shares in “accelerated purchases”and “additional accelerated purchases” as set forth in the Purchase Agreement, provided that all Purchase Shares subject toall prior Regular Purchases, accelerated purchases and additional accelerated purchases (as applicable) that we have effected under thePurchase Agreement have been received by LPC before we deliver notice to LPC for the applicable accelerated purchase (and with respectto an additional accelerated purchase, before we deliver notice to LPC for such applicable additional accelerated purchase) in accordancewith the Purchase Agreement. The purchase price per common share to be paid by LPC for common shares that we elect to sell to LPC in anyaccelerated purchase (or in any additional accelerated purchase, as applicable) will be based on prevailing market prices of our commonshares at the time of sale as computed under the Purchase Agreement, provided that such per share purchase price may not be less thanthe U.S. dollar equivalent of the applicable par value per common share (which as of the date of this prospectus is CHF 0.20 per share)on the applicable purchase date for the Regular Purchase corresponding to such accelerated purchase (or such additional accelerated purchase,as applicable) as described above.

ThePurchase Agreement provides that we may not under any circumstances issue or sell any common shares to LPC under the Purchase Agreementwhich, when aggregated with all other common shares then beneficially owned by LPC and its affiliates (as calculated pursuant to Section13(d) of the Exchange Act, and Rule 13d-3 thereunder), would result in LPC beneficially owning more than the 4.99% Beneficial OwnershipLimitation.

We will control the timingand amount of any sales of common shares to LPC pursuant to the Purchase Agreement. LPC has no right to require us to sell any commonshares to LPC under the Purchase Agreement, however LPC is obligated to make purchases of common shares as we may properly direct LPCto purchase, upon the terms and subject to the satisfaction of the conditions set forth therein. Neither we nor LPC may assign or transferour respective rights and obligations under the Purchase Agreement, and no provision of the Purchase Agreement or the Registration RightsAgreement may be modified or waived by us or LPC.

Actual sales of common sharesby us to LPC under the Purchase Agreement depend on a variety of factors to be determined from time to time, including, among others,market conditions, the trading price of our common shares and determinations by us as to the appropriate sources of funding for our companyand its operations. The net proceeds under the Purchase Agreement that we may realize from sales of common shares to LPC under the PurchaseAgreement will depend on the frequency and prices at which we may issue and sell our common shares to LPC pursuant to the Purchase Agreement.

As consideration for LPC’scommitment to purchase common shares at our direction from time to time from and after the Commencement Date pursuant to the PurchaseAgreement, we issued 50,000 common shares to LPC as Commitment Shares upon our execution of the Purchase Agreement and the RegistrationRights Agreement on December 5, 2022. All 50,000 Commitment Shares that we issued to LPC are included in the 400,000 common shares beingregistered under the Securities Act for resale by LPC under the registration statement that includes this prospectus.

ThePurchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnificationobligations of the parties. Copies of the agreements have been filed as exhibits to the registrationstatement that includes this prospectus and are available electronically on the SEC’s website at www.sec.gov.

Asof December 7, 2022, there were 1,169,209 common shares outstanding (including the 50,000 Commitment Shares we issued to LPC on December5, 2022), of which approximately 1.1 million common shares were held by non-affiliates of our company. Although the Purchase Agreementprovides that we may sell up to $10.0 million of our common shares to LPC, only 400,000 of our common shares are being registered underthe Securities Act for resale by LPC under the registration statement that includes this prospectus, consisting of (i) the 50,000 CommitmentShares that we issued to LPC upon our execution of the Purchase Agreement on December 5, 2022, in exchange for which we have not and willnot receive any cash consideration, and (ii) up to 350,000 additional common shares that we may issue to LPC as Purchase Shares from andafter Commencement, if and when we elect to sell such Purchase Shares to LPC under the Purchase Agreement. If, in addition to the 50,000Commitment Shares that we issued to LPC upon our execution of the Purchase Agreement on December 5, 2022 (all of which were outstandingas of December 7, 2022), all of the 350,000 Purchase Shares that may be offered and resold by LPC under this prospectus were also issuedand outstanding as of December 7, 2022, such 400,000 common shares would represent approximately 26% of the total number of our commonshares outstanding, and approximately 28% of the total number of outstanding common shares held by non-affiliates of our company, in eachcase as of December 7, 2022.

Purchasesof Common Shares Under the Purchase Agreement

RegularPurchases

From and after the CommencementDate, on any business day selected by us on which the closing sale price of our common shares is not below the Floor Price (and providedall Purchase Shares subject to all prior Regular Purchases have been properly delivered to LPC in accordance with the Purchase Agreement),we may, by written notice delivered by us to LPC, direct LPC to purchase up to 15,000 common shares on such business day in a RegularPurchase, provided, however, that the maximum number of shares we may sell to LPC in a Regular Purchase may be increased to:

Inany case, however, LPC’s maximum purchase commitment in any single Regular Purchase may not exceed $1,500,000 (which dollar amountshall not be subject to adjustment for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or othersimilar transaction).

The purchase price per commonshare sold in each such Regular Purchase, if any, will be equal to the greater of:

AcceleratedPurchases

Inaddition to Regular Purchases described above, we may also direct LPC, on any purchase date for a Regular Purchase on which we have properlysubmitted a Regular Purchase notice directing LPC to purchase the maximum number of Purchase Shares that we are then permitted to includein a single Regular Purchase notice (and provided all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases andAdditional Accelerated Purchases effected prior to such Purchase Date, have been properly delivered to LPC in accordance with the PurchaseAgreement), to purchase an additional amount of our common shares, which we refer to as an Accelerated Purchase, on the next businessday following such purchase date for such corresponding Regular Purchase, which we refer to as the Accelerated Purchase Date, not toexceed the lesser of:

Thepurchase price per share for the common shares subject to an Accelerated Purchase will be equal to the greater of:

AdditionalAccelerated Purchases

Wemay also direct LPC, not later than 1:00 p.m., Eastern time, on the same Accelerated Purchase Date on which an Accelerated Purchase MeasurementPeriod for an Accelerated Purchase has ended prior to such time (and provided all Purchase Shares subject to all prior Regular Purchases,Accelerated Purchases and Additional Accelerated Purchases, including those prior Accelerated Purchases and Additional Accelerated Purchaseseffected on the same Accelerated Purchase Date as the applicable Additional Accelerated Purchase, have been properly delivered to LPCin accordance with the Purchase Agreement prior to such time), to purchase an additional amount of our common shares on such same AcceleratedPurchase Date, which we refer to as an Additional Accelerated Purchase, of up to the lesser of:

Thepurchase price per share for the common shares subject to an Additional Accelerated Purchase will be equal to the greater of:

Wemay, in our sole discretion, submit multiple Additional Accelerated Purchase notices to LPC prior to 1:00 p.m., Eastern time, on a singleAccelerated Purchase Date, again provided all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and AdditionalAccelerated Purchases, including those prior Accelerated Purchases and Additional Accelerated Purchases effected on the same AcceleratedPurchase Date as the applicable Additional Accelerated Purchase, have been properly delivered to LPC in accordance with the PurchaseAgreement prior to such time.

Inthe case of Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, the purchase price per share will be equitablyadjusted for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction occurringduring the business days used to compute the purchase price.

Otherthan as described above, there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control thetiming and amount of any sales of our common shares to LPC.

Eventsof Default

Eventsof default under the Purchase Agreement include the following:

LPCdoes not have the right to terminate the Purchase Agreement 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, Accelerated Purchases or Additional AcceleratedPurchases under the Purchase Agreement.

TerminationRights

We have the right to terminatethe 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 bankruptcy proceedings by or against us which are not discharged within 90 days, the Purchase Agreement will automaticallyterminate without action of any party.

No Short-Selling or Hedging by LPC

LPC has represented to usthat at no time prior to the Purchase Agreement has LPC or its agents, representatives or affiliates engaged in or effected, in any mannerwhatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of ourcommon shares or any hedging transaction, which establishes a net short position with respect to our common shares. LPC agreed that duringthe term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly,any of the foregoing transactions.

Prohibition of Certain Continuous Offerings

We agreed with LPC that wewill not, for a period commencing on the date of the Purchase Agreement and ending on the later of: (i) the 24-month anniversary of thedate of the Purchase Agreement and (ii) the 24-month anniversary of the date of Commencement, in either case irrespective of any earliertermination of the Purchase Agreement, subject to certain limited exceptions set forth in the Purchase Agreement, enter into any agreementrelating to or otherwise effect any issuance of our securities in certain types of continuous offerings in which we may issue securitiesat a future determined price.

Effect of Performance of the Purchase Agreementon Our Shareholders

Because the purchase priceper share to be paid by LPC for the common shares that we may, in our sole discretion, elect to issue and sell to LPC under the PurchaseAgreement from and after the Commencement Date will fluctuate based on the market prices of our common shares at the times that we electto sell such common shares, if any, to LPC under the Purchase Agreement, as of the date of this prospectus, it is not possible for usto calculate the actual purchase prices to be paid by LPC for any of the common shares that we may elect to issue and sell to LPC as PurchaseShares under the Purchase Agreement, and therefore (other than the 50,000 Commitment Shares we issued to LPC on December 5, 2022) we cannotpredict the actual total aggregate number of common shares we may ultimately issue and sell to LPC, if any, under the Purchase Agreement,or the aggregate amount of proceeds we will actually receive from those sales, if any, under the Purchase Agreement.

Dependingon the market prices of our common shares at the time we elect to issue and sell the 350,000 Purchase Shares that are included in thisprospectus to LPC pursuant to the Purchase Agreement, if any, we may need to issue and sell more than the 400,000 common shares beingoffered under this prospectus to LPC pursuant to the Purchase Agreement in order for us to receive aggregate gross proceeds equal to $10.0million, the amount of LPC’s total aggregate purchase commitment under the Purchase Agreement. If it becomes necessary for us toissue and sell to LPC under the Purchase Agreement more than the 400,000 common shares being offered under this prospectus, which we havethe right, but not the obligation, to do, in order for us to receive aggregate gross proceeds equal to $10.0 million from LPC under thePurchase Agreement, we must first file with the SEC one or more additional registration statements to register under the Securities Actthe offer and resale by LPC of any such additional common shares that we may wish to sell to LPC from time to time under the PurchaseAgreement, which the SEC must then declare effective. Furthermore, if the total aggregate amount of common shares that we wish to issueand sell to LPC as Purchase Shares pursuant to the Purchase Agreement would exceed 750,000 common shares, representing the number of commonshares that have been duly authorized by the Company’s board of directors and reserved for issuance and sale to LPC as PurchaseShares under the Purchase Agreement as of the date of this prospectus, we would first need to obtain further authorization of the Company’sboard of directors and reserve for issuance and sale to LPC under the Purchase Agreement any such additional common shares that we maywish to sell to LPC as Purchase Shares from time to time under the Purchase Agreement.

Thenumber of common shares ultimately resold by LPC through this prospectus is dependent upon the total number of common shares, if any,we elect to sell to LPC under the Purchase Agreement from and after Commencement and during the term of the Purchase Agreement. The issuanceby us of our common shares to LPC pursuant to the Purchase Agreement will not affect the rights or privileges of our existing shareholders,except that the economic and voting interests of each of our existing shareholders will be diluted. Although the number of common sharesthat our existing shareholders own will not decrease, the common shares owned by our existing shareholders will represent a smaller percentageof our total outstanding common shares after any such issuance.

The following table sets forththe amount of gross proceeds we would receive from LPC from the issuance of a number of shares to LPC equal to the number of shares registeredhereunder pursuant to 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, 2022:

Investors should read this table in conjunction withour unaudited condensed consolidated interim financial statements and related notes as of and for the six months ended June 30, 2022 andmanagement’s discussion and analysis thereon, each as incorporated by reference into this prospectus, as well as “Use of Proceeds”in this prospectus.

U.S. dollar amounts have been translated intoSwiss Francs at a rate of CHF 0.9550 to USD 1.00, the official exchange rate quoted as of June 30, 2022 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, 2022 and have been provided solely for the convenience of the reader. On December 2, 2022, the exchange rateas reported by the U.S. Federal Reserve Bank was CHF 0.9369 to USD 1.00.

The above discussion and table are based on 853,213common shares outstanding as of June 30, 2022 and excludes:

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 arebeing offered by the selling shareholder, Lincoln Park Capital Fund, LLC. The common shares may be sold or distributed from time to timeby the selling shareholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agentsat market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixedprices, which may be changed. The sale of our common shares offered by this prospectus could be effected in one or more of the followingmethods:

In order to comply with the securities laws ofcertain states, if applicable, the common shares offered by this prospectus may be sold only through registered or licensed brokers ordealers. In addition, in certain states, the common shares offered by this prospectus may not be sold unless they have been registeredor qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and compliedwith.

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

LPC has informed us that it intends to use an unaffiliated broker-dealerto effectuate all sales, if any, of our common shares that it has acquired and may in the future acquire 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 of ourcommon shares. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act.LPC has informed us that each such broker-dealer will receive commissions from LPC that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participating in the distributionof our common shares offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from thepurchasers, for whom the broker-dealers may act as agent, of common shares sold by LPC through this prospectus. The compensation paidto any such particular broker-dealer by any such purchasers of our common shares sold by LPC may be less than or in excess of customarycommissions. Neither we nor LPC can presently estimate the amount of compensation that any agent will receive from any purchasers of commonshares sold by LPC under this prospectus.

We know of no existing arrangements between LPC or any other shareholder,broker, dealer, underwriter or agent relating to the sale or distribution of the common shares offered by this prospectus.

We may from time to time file with the SEC one or more supplementsto this prospectus or amendments to the registration statement that includes this prospectus to amend, supplement or update informationcontained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to aparticular sale of common shares offered by this prospectus by the selling shareholder, including the names of any brokers, dealers, underwritersor agents participating in the distribution of such common shares by the selling shareholder, any compensation paid by LPC to any suchbrokers, dealers, underwriters or agents, and any other required information.

We will pay the expenses incident to the registrationunder the Securities Act of the offer and sale of the common shares included in this prospectus by LPC. We estimate that the total expensesfor the offering will be approximately $35,707.

We have agreed to indemnify LPC and certain otherpersons against certain liabilities in connection with the offering of common shares under this prospectus, including liabilities arisingunder the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.LPC has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnishedto us by LPC specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid inrespect of such liabilities.

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 common shares offered by this prospectus.

This offering will terminate on the date thatall common shares offered by this prospectus have been sold by LPC.

Our common shares are traded on The Nasdaq Capital Market under thesymbol “CYTO”.

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 Therapeutics Ltd. as of December31, 2021 and 2020, and for each of the three years in the period ended December 31, 2021, incorporated by reference in this Prospectus,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 our common shares will be governed by Bermuda law and our 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 informationalrequirements of the Exchange Act. Accordingly, we are required to file reports and other information with the SEC, including annualreports on Form 20-F and reports on Form 6-K. You may inspect and copy reports and other information filed with the SEC at thePublic Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room maybe obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports and otherinformation about issuers, like us, 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.

PART II

Information Not Required in the Prospectus

Item 6. Indemnification of Directors and Officers

Section 98 of the Companies Act provides generallythat a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law wouldotherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liabilityarises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 furtherprovides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defendingany proceedings, whether civil or criminal, in which judgment is awarded in their favour or in which they are acquitted or granted reliefby the Supreme Court of Bermuda pursuant to section 281 of the Companies Act.

We have adopted provisions in our bye-laws thatprovide that we shall indemnify our officers and directors in respect of their actions and omissions, except in respect of their fraudor dishonesty. Our bye-laws provide that the shareholders waive all claims or rights of action that they might have, individually or inright of the company, against any of the company’s directors or officers for any act or failure to act in the performance of suchdirector’s or officer’s duties, except in respect of any fraud or dishonesty of such director or officer. Section 98A of theCompanies Act permits us to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liabilityattaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify suchofficer or director.

We have entered into indemnification agreementswith each of the members of our board of directors and executive officers in the form filed as Exhibit 4.23 to our Annual Report on Form20-F for the fiscal year ended December 31, 2021.

Insofar as indemnification for liabilities arisingunder the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Company, the Companyhas been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressedin the Securities Act of 1933, as amended, and is, therefore, unenforceable.

Item 7. Recent Sales of Unregistered Securities

On April 23, 2020, we entered into the Purchase Agreementand the Registration Rights Agreement with LPC. Pursuant to the Purchase Agreement, LPC has agreed to subscribe for up to $10,000,000of our common shares over the 30-month term of the Purchase Agreement following the Commencement. We have issued an aggregate of 75,000common shares to LPC under the Purchase Agreement pursuant to the exemption provided in Section 4(a)(2) under the Securities Act. SuchPurchase Agreement has expired.

On September 7, 2020, we entered into a convertibleloan agreement with FiveT Capital AG (“FiveT”) to raise CHF 1,500,000 to fund the initial development of AM-301. Under theconvertible loan agreement, FiveT has the right to convert the outstanding principal amount, including interest, into common shares oralternatively into shares of Altamira Medica AG (“Altamira”). On December 1, 2020, a tranche of the convertible loan providedby FiveT in the amount of CHF 895,455 was converted into 36,850 of our common shares at a conversion price of USD 27.00. On March 4, 2021,the remaining convertible loan by FiveT in the amount of CHF 604,545 plus accumulated interests of CHF 40,268 was converted into 25,840of our common shares at a conversion price of USD 27.00. The issuances were exempt from registration pursuant to Section 4(a)(2) underthe Securities Act.

On June 1, 2021, we entered into an Agreementand Plan of Merger (the “Merger Agreement”) through which we acquired 100% of the share capital of privately held Trasir TherapeuticsInc. (“Trasir”). As a result of the merger, the shares of common stock of Trasir immediately prior to the effective time ofthe merger converted into the right to receive: (i) an aggregate of 38,218 common shares, calculated based on a value of $2,500,000 dividedby the average closing price of the common shares on the 15 trading days preceding the closing date; (ii) contingent on the occurrenceof positive results from a 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 precedingthe occurrence of Positive Results; and (iii) $210,000 for expenses incurred in connection with the execution, delivery and performanceof the Merger Agreement by certain Trasir shareholders, paid partially in cash and partially in common shares based on the average closingprice of the common shares on the 15 trading days preceding the closing date. We have issued an aggregate of 38,677 common shares to Trasirshareholders under the Merger Agreement pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.

On September 9, 2022, the Company entered intoa loan agreement with FiveT Investment Management Ltd., Dominik Lysek and Thomas Meyer (the “Lenders”), pursuant to whichthe Lenders have agreed to loan to the Company an aggregate of CHF 600,000.00 (the “Loan”), which Loan bears interest at therate of 5% per annum and matures as of March 31, 2023. The Company agreed to grant to the Lenders warrants (the “Warrants”)to purchase an aggregate 41,666 common shares. The Warrants will be exercisable immediately at an exercise price of CHF 7.20 per share,may be exercised up to five years from the date of issuance and may be exercised on a cashless basis in certain circumstances specifiedtherein. The issuance was exempt from registration pursuant to Section 4(a)(2) under the Securities Act.

On December 5, 2022, we completed a private placement to Lincoln ParkCapital Fund, LLC pursuant to which we have the right to sell to LPC up to $10.0 million of our common shares, subject to certain limitations,from time to time over the 24-month period commencing on the date that a registration statement covering the resale of the shares is declaredeffective by the SEC. We issued 50,000 Commitment Shares to LPC as consideration for its commitment to purchase our common shares underthe Purchase Agreement. In the Purchase Agreement, LPC represented to the Company, among other things, that it was an “accreditedinvestor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, or the Securities Act). Thesecurities were sold by the Company under the Purchase Agreement in reliance upon an exemption from the registration requirements underthe Securities Act afforded by Section 4(a)(2) of the Securities Act.

Item 8. Exhibits

See the Exhibit Index attached to this registrationstatement, which is incorporated by reference herein.

None.

Item 9. Undertakings

The undersigned hereby undertakes:

EXHIBIT INDEX

The following documents are filed as part of thisregistration 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 December 16, 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, this registration statement has been signed by the following persons in the capacitiesand on the dates 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 December 16, 2022.

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