Curevac B.V. SEC Filings

BioNTech SE issued a supplement to its prospectus for the public offer to CureVac (CVAC) shareholders, covering an exchange of 15,061,575 newly registered ADSs of BioNTech for all CureVac ordinary shares. The supplement is approved by BaFin, with withdrawal rights exercisable until November 14, 2025.

BioNTech updated financials: nine‑month revenues €1,962.5 million, net loss €831.1 million, and cash and cash equivalents €10,092.9 million. Total cash, cash equivalents and security investments were €16,704.9 million as of September 30, 2025. Q3 results reflect €613.0 million of out‑licensing revenue from the BMS collaboration (part of a $1.5 billion upfront received), and other operating expenses linked to GSK/CureVac settlement arrangements of €678.5 million.

For 2025, management’s forecast assumes revenues €2.6–€2.8 billion, R&D €2.0–€2.2 billion, and SG&A €550–€650 million, and confirms an expected net loss for 2025. The company notes seasonal COVID‑19 vaccine demand, narrower FDA approval scope for its LP.8.1‑adapted vaccine, and ongoing late‑stage oncology development including pumitamig (BNT327).

BioNTech SE issued an Update to its UK Exemption Document for the public offer to CureVac N.V. shareholders, confirming the exchange of 15,061,575 newly registered BioNTech ADSs for all CureVac ordinary shares. The Update incorporates Q3 2025 financials and recent developments.

For the nine months ended September 30, 2025, BioNTech reported revenues of €1,962.5 million, driven by €613.0 million of out‑licensing revenue from its BMS partnership and €1,139.6 million from COVID‑19 vaccine collaborations. Operating loss was €1,082.1 million and net loss €831.1 million, reflecting €678.5 million in expenses related to the GSK/CureVac Settlement Arrangements. Cash, cash equivalents and securities totaled €16,704.9 million as of September 30, 2025.

The company reaffirmed its 2025 outlook: revenues of €2.6–€2.8 billion, research and development expenses of €2.0–€2.2 billion, sales, general and administrative expenses of €550–€650 million, and that it does not expect to report positive net income for 2025. Clinical updates include progress of pumitamig (BNT327) under the BMS collaboration and ongoing oncology programs.

CureVac N.V. announced it convened an extraordinary general meeting of shareholders to be held on November 25, 2025 and made related materials available.

The materials include a convening notice with agenda and explanatory notes, a voting proxy, a merger proposal, and explanatory notes to the merger proposal. The information was furnished on Form 6-K and is not deemed “filed” or incorporated by reference under U.S. securities laws.

BioNTech SE filed Amendment No. 1 to its Schedule TO for the pending exchange offer to acquire all outstanding ordinary shares of CureVac N.V. (CVAC). The offer proposes exchanging BioNTech American Depositary Shares (each representing one ordinary share) for CureVac ordinary shares, on the terms and conditions set out in the Exchange Offer Prospectus and the related Letter of Transmittal.

The amendment updates Item 12 to add exhibits, including a press release and a LinkedIn post, both dated October 22, 2025, incorporated by reference from a Form 6-K and a Rule 425 filing, respectively.

BioNTech SE is pursuing the acquisition of CureVac N.V. via a commenced exchange offer for all outstanding CureVac shares. To facilitate the share-for-ADS exchange, BioNTech has filed a Form F-4 registration statement (including an Exchange Offer Prospectus) and a Schedule TO, while CureVac has filed a Schedule 14D-9. The F-4 has not yet been declared effective by the SEC.

The transaction remains subject to customary conditions, including tender levels and required regulatory approvals, and the parties cite risks such as competing proposals, litigation costs, and potential delays. In Europe, an EU Prospectus has been approved by BaFin for use in Austria, Germany, France, Italy, the Netherlands and Spain, and a UK exemption document has been published. Investors can access the SEC and regional offering documents free of charge through company websites and the SEC’s database.

BioNTech SE commenced a public exchange offer for all outstanding shares of CureVac N.V., advancing its all‑stock acquisition to combine two mRNA pioneers. Each CureVac share will be exchanged for approximately $5.46 in BioNTech ADSs, implying an aggregate equity value of about $1.25 billion, subject to a collar tied to BioNTech’s 10‑day VWAP. If the VWAP is ≥ $126.55, the exchange ratio is 0.04318 ADS per CureVac share; if ≤ $84.37, the ratio is 0.06476 ADS.

The offer expires at 9:00 a.m. New York City time on December 3, 2025, unless extended or terminated. Closing conditions include at least 80% of CureVac shares tendered (BioNTech may reduce to 75% under certain circumstances) and required regulatory approvals. Following the offer, the companies plan a corporate reorganization to deliver 100% ownership of CureVac to BioNTech; non‑tendering holders would receive the same consideration, with potential 15% Dutch dividend withholding tax on ADSs issued via the reorganization. CureVac has called an EGM for November 25, 2025, with adoption of specified resolutions a condition to the offer’s expiration.

BioNTech SE launched an exchange tender offer for all CureVac N.V. ordinary shares. Each CureVac share can be exchanged for BioNTech American Depositary Shares (ADSs) based on a formula equal to $5.4641 divided by the 10-day BioNTech ADS volume‑weighted average price (VWAP) ending five trading days before the expiration. The exchange ratio is capped at 0.04318 BioNTech ADSs per CureVac share if the VWAP is ≥ $126.55, and floored at 0.06476 if the VWAP is ≤ $84.37.

The offer is open until 9:00 a.m. New York City time on December 3, 2025, unless extended or terminated in accordance with the purchase agreement. This is a stock‑for‑stock offer registered on Form F‑4 for the BioNTech ADSs to be issued. CureVac had 225,181,647 shares outstanding as of October 17, 2025; this is a baseline figure, not the amount being exchanged.

BioNTech SE launched a public exchange offer to acquire all outstanding CureVac N.V. shares, registering and offering 15,061,575 new BioNTech ADSs in exchange. Each CureVac share will receive a number of ADSs equal to $5.4641 divided by the BioNTech ADS VWAP, subject to a collar: the exchange ratio is 0.04318 if VWAP ≥ $126.55 and 0.06476 if VWAP ≤ $84.37. Fractional ADSs will be settled in cash based on the VWAP.

The offer commenced on October 21, 2025 and initially runs until December 3, 2025, with the final exchange ratio set on November 25, 2025. A subsequent offering period of at least 10 business days will follow acceptance. Closing is conditioned on at least 80% of CureVac’s share capital tendered (reducible to 75% under certain circumstances), required regulatory approvals, and CureVac shareholder resolutions. BioNTech will not receive cash proceeds from the offer; estimated costs are about €17.5 million. Holders representing roughly 57% of CureVac shares signed tender and support agreements. The Offer ADSs will trade on Nasdaq under BNTX.