Amendment: SEC Form SCHEDULE 13D/A filed by CureVac N.V.
$CVAC
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
|
CUREVAC N.V. (Name of Issuer) |
Common Shares, par value (euro)0.12 per share (Title of Class of Securities) |
N2451R105 (CUSIP Number) |
Brian S. North, Esquire Buchanan Ingersoll & Rooney PC, 50 South 16th Street, Suite 3200 Philadelphia, PA, 19102 (215) 665-8700 Dr. Christina Eschenfelder RITTERSHAUS, Harrlachweg 4 Mannheim, 2M, 68163 49 621 4256-275 (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) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | N2451R105 |
| 1 |
Name of reporting person
dievini Hopp BioTech holding GmbH & Co. KG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | N2451R105 |
| 1 |
Name of reporting person
DH-LT-Investments GmbH | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | N2451R105 |
| 1 |
Name of reporting person
DH-Capital GmbH & Co. KG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | N2451R105 |
| 1 |
Name of reporting person
OH Beteiligungen GmbH & Co. KG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | N2451R105 |
| 1 |
Name of reporting person
Dietmar Hopp | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | N2451R105 |
| 1 |
Name of reporting person
Oliver Hopp | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | N2451R105 |
| 1 |
Name of reporting person
Daniel Hopp | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | N2451R105 |
| 1 |
Name of reporting person
DHFS II Holding GmbH & Co. KG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | N2451R105 |
| 1 |
Name of reporting person
Zweite DH Verwaltungs GmbH | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, par value (euro)0.12 per share | |
| (b) | Name of Issuer:
CUREVAC N.V. | |
| (c) | Address of Issuer's Principal Executive Offices:
Friedrich-Miescher-Strasse 15, Tubingen,
GERMANY
, 72076. | |
Item 1 Comment:
This Amendment No. 9 to Schedule 13D (this "Amendment") amends the Schedule 13D filed with the Comment: Securities and Exchange Commission on August 24, 2020 by the Reporting Persons (the "Initial Statement" and, as amended and supplemented through the date of this Amendment, collectively, the "Statement") with respect to common shares, par value (euro)0.12 per share (the "Shares") of CureVac N.V., a Dutch public company (the "Issuer").
This Amendment is being filed to reflect the completion of the Reporting Persons' exchange all of the Shares beneficially owned by them pursuant the exchange offer (the "Exchange Offer") contemplated by the Tender and Support Agreement dated June 12, 2025 (the "Tender and Support Agreement") by dievini Hopp BioTech holding GmbH & Co. KG ("dievini"), DH-LT-Investments GmbH ("DH-LT Investments"), Zweite DH Verwaltungs GmbH ("Zweite DH"), and DH-Assets GmbH & Co. KG with BioNTech SE, a European stock corporation ("BioNTech"). This Amendment is also being filed to reflect the expected termination of the Shareholders' Agreement dated as of June 16, 2020, by and among KfW, 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.
This Amendment is the final amendment to the Schedule 13D by the Reporting Persons and constitutes an "exit filing" by them. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons have tendered all of their Shares into the Exchange Offer pursuant to the Tender and Support Agreement. The Exchange Offer expired as scheduled at 9:00 a.m. Eastern Time on December 3, 2025. The Shares tendered by the Reporting Persons were accepted for exchange and transferred to BioNTech in a capital increase for the issue of shares in BioNTech underlying the American Depository Shares of BioNTech offered as consideration of the Exchange Offer which took effect upon registration on December 10, 2025. As a result, the Reporting Persons no longer beneficially own, or otherwise hold, any securities of the Issuer.
The Reporting Persons expect to receive full consideration to which they are entitled under the Exchange Offer (the "Completion") on or about December 15, 2025. Pursuant to an agreement dated October 29, 2025 among the parties to the Shareholders' Agreement, the Shareholders' Agreement will terminate upon the Completion.
The foregoing description of the Tender and Support Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to such agreement. A copy of the form of Tender and Support Agreement is incorporated by reference to Exhibit 99.3 to the Reporting Persons' Amendment 8 to Schedule 13D filed with the SEC on June 16, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information required by Items 5(a) and (b) is set forth in Rows 7 - 13 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. The Reporting Persons tendered all of their Shares in the Exchange Offer and, as a result of the issuance by BionTech of its securities in the Exchange Offer on December 10, 2025, the Reporting Persons no longer beneficially own any Shares. | |
| (b) | The information required by Items 5(a) and (b) is set forth in Rows 7 - 13 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. | |
| (c) | Other than the transaction described in Item 5(a) no Reporting Person has effected any transaction in the Shares during the past sixty (60) days | |
| (d) | Not applicable. | |
| (e) | December 10, 2025. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Power of Attorney (Incorporated by reference to Exhibit 1 to Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the SEC on May 5, 2022).
99.2 Joint Filing Agreement (Incorporated by reference to Exhibit 2 to Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the SEC on May 5, 2022).
99.3 Tender and Support Agreement (Incorporated by reference to Exhibit 99.3 to Amendment No. 8 to Schedule 13D filed by the Reporting Persons with the SEC on June 16, 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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