Curevac B.V. SEC Filings

BioNTech SE has effectively completed its exchange offer for CureVac N.V. shares. As of the expiration of the subsequent offering period at 12:01 a.m. New York City time on December 18, 2025, a total of 195,341,219 CureVac shares, representing approximately 86.75% of CureVac’s issued and outstanding capital, were validly tendered.

BioNTech expects to promptly pay for all CureVac shares tendered in the offer and then carry out a post-offer reorganization. After this reorganization, CureVac will no longer be publicly traded, its shares will be delisted from Nasdaq, and the shares will be deregistered under the Exchange Act, ending CureVac’s ongoing SEC reporting obligations.

CureVac N.V. submitted a Form 6-K reporting that it issued a press release on November 25, 2025 announcing the voting results of its extraordinary general meeting of shareholders. The press release, attached as Exhibit 99.1, includes a table showing how shareholders voted on the items presented at the meeting.

The submission also states that the information in this Form 6-K, including the exhibit, is deemed filed and incorporated by reference into BioNTech SE’s registration statement on Form F-4 (File No. 333-289468), becoming part of that registration statement from the filing date unless later superseded.

CureVac N.V. submitted a Form 6-K reporting that it issued a press release with its financial results for the third quarter and first nine months of 2025, along with a business update. The furnished information, excluding the CEO’s statement, is incorporated by reference into BioNTech SE’s Form F-4 registration statement.

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.