Amendment: SEC Form SCHEDULE 13D/A filed by CureVac N.V.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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CureVac N.V. (Name of Issuer) |
Common Shares Euros 0.12 par value (Title of Class of Securities) |
N2451R105 (CUSIP Number) |
Pierre-Emmanuel Perais Linklaters LLP, 1290 Avenue of the Americas New York, NY, 10104 1 212 903 9046 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/10/2025 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
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| CUSIP No. | N2451R105 |
| 1 |
Name of reporting person
KfW | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
GERMANY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares Euros 0.12 par value | |
| (b) | Name of Issuer:
CureVac N.V. | |
| (c) | Address of Issuer's Principal Executive Offices:
PAUL-EHRLICH-STRABE 15 TUBINGEN, BADEN-WURTTEMBERG,
GERMANY
, 72076. | |
Item 1 Comment:
This Amendment No. 7 to the Schedule 13D (the "Amendment No. 7") amends and supplements the Schedule 13D, as amended by Amendment No. 1, dated as of January 29, 2021 (the "Amendment No. 1"), Amendment No. 2, dated as of October 15, 2021 (the "Amendment No. 2"), Amendment No. 3, dated as of January 13, 2022 (the "Amendment No. 3"), Amendment No. 4, dated as of February 10, 2023 (the "Amendment No. 4"), Amendment No. 5, dated as of February 24, 2023 (the "Amendment No. 5") and Amendment No.6, dated as of August 1, 2025 (the "Amendment No.6"). Except as amended and supplemented by the Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No.5, Amendment No.6 and this Amendment No.7, the Schedule 13D remains unchanged.
This amendment is being filed to reflect the completion of KfW's tender of all of its Common Shares in the Exchange Offer (as defined below) and the expected termination of the Shareholders' Agreement dated as of June 16, 2020, by and among KfW, Dievini Hopp BioTech holding GmbH & Co. KG ("dievini") and Dietmar Hopp and as amended by Supplement to the Shareholders' Agreement dated as of August 14, 2020 and by Second Supplement to the Shareholders' Agreement dated as of January 13, 2022 (as amended from time to time, the "Shareholders' Agreement") on or about December 15, 2025. | ||
| Item 4. | Purpose of Transaction | |
Reference is made to that certain (i) Purchase Agreement by and between BioNTech SE, a European stock corporation (the "Buyer") and the Issuer dated June 12, 2025 (the "'Purchase Agreement") and the exchange offer described therein (the "Exchange Offer") and (ii) termination agreement of the Shareholders' Agreement dated October 29, 2025 by and among, KfW, dievini, Zweite DH Verwaltungs GmbH, 4H invest GmbH, Bohlini Invest GmbH, MH-LT Investments GmbH and certain other parties (the "Termination Agreement").
KfW has tendered all of its Common Shares into the Exchange Offer pursuant to that certain Tender and Support Agreement dated July 31, 2025 by and between KfW and the Buyer (the "Tender and Support Agreement"), with respect to the Common Shares held by KfW. The Exchange Offer expired as scheduled at 9:00 a.m. Eastern Time on December 3, 2025. The Common Shares held by KfW were accepted for exchange and transferred to the Buyer in a capital increase for the issue of shares in Buyer underlying the American Depository Shares of Buyer offered as consideration of the Exchange Offer which took effect upon registration on December 10, 2025. As a result, KfW no longer beneficially owns, or otherwise holds, any securities of the Issuer.
KfW expects to receive full consideration to which it is entitled under the Exchange Offer (the "Completion") on or about December 15, 2025. Pursuant to the Termination Agreement, the Shareholders' Agreement will terminate upon the Completion.
The foregoing descriptions of the Purchase Agreement and the Tender and Support Agreement, and the respective transactions contemplated thereby, do not purport to be complete and are qualified in their entirety by reference to such agreements. A copy of the Purchase Agreement, listed as Exhibit 1 hereto, is incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on Form 6-K filed with the SEC on June 16, 2025. A copy of the form of Tender and Support Agreement, listed as Exhibit 2 hereto, is incorporated by reference to Exhibit 2 to KfW's Amendment 6 to Schedule 13D filed with the SEC on August 1, 2025. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit No. Description
1 Purchase Agreement (Incorporated by reference to Exhibit 99.1 to the Form 6-K filed by the Issuer with the SEC on June 16, 2025.)
2 Tender and Support Agreement (Incorporated by reference to Exhibit 2 to the Amendment 6 to Schedule 13D filed by KfW with the SEC on August 1, 2025.)
3 Shareholders' Agreement dated as of June 16, 2020 by and among KfW, dievini Hopp BioTech holding GmbH & Co. KG and Dietmar Hopp. (Incorporated herein by reference from Exhibit 5 of the Statement of Beneficial Ownership on Schedule 13D (No. 005-91630) filed by KfW on August 24, 2020.)
4 Investment and Shareholders' Agreement dated as of July 17, 2020, by and among CureVac AG and several shareholders. (Incorporated herein by reference from Exhibit 3.5 of CureVac N.V.'s prospectus on Form F-1 of CureVac N.V. (No. 333-240076) filed with the SEC on August 10, 2020.)
5 Supplement to the Shareholders' Agreement (Exhibit No. 1) dated as of August 14, 2020, by and among KfW, dievini Hopp BioTech holding GmbH & Co. KG, Dietmar Hopp and DH-LT Investments GmbH. (Incorporated herein by reference from Exhibit 5 of the Statement of Beneficial Ownership on Schedule 13D (No. 005-91630) filed by KfW on August 24, 2020.)
6 Second Supplement to the Shareholders' Agreement (Exhibit No. 2) dated as of January 13, 2022 by and among KfW, dievini Hopp BioTech holding GmbH & Co. KG, Dietmar Hopp and DH-LT Investments GmbH. (Incorporated herein by reference from Exhibit 6 of the Statement of Beneficial Ownership on Schedule 13D (Amendment No. 3) filed by KfW on January 13, 2022.) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
ANNEX A
The following sets forth the name, position, principal occupation and citizenship of each member of the executive board of KfW as set forth on the website of KfW as of December 11, 2025.
EXECUTIVE BOARD
Name Principal Occupation or Employment Business Address Citizenship
Stefan Wintels CEO of KfW (1) Germany
Christiane Laibach Member of the Executive Board of KfW (1) Germany
Melanie Kehr Member of the Executive Board of KfW (1) Germany
Bernd Loewen Member of the Executive Board of KfW (1) Germany
Dr Stefan Peiss Member of the Executive Board of KfW (1) Germany
(1) Palmengartenstrasse 5-9, 60325 Frankfurt am Main, Germany |
(a)