As filed with the Securities and Exchange Commission on January 7, 2026
Registration No. 333-246197
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
Form S-8 Registration No. 333-246197
UNDER
THE SECURITIES ACT OF 1933
CureVac N.V.
(Exact Name of Registrant as Specified in Its Charter)
| The Netherlands | Not Applicable | |
| (State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification No.) |
Friedrich-Miescher-Strasse 15, 72076
Tübingen, Germany
(Address of Principal Executive Offices)
CureVac N.V. Long-Term Incentive Plan
CureVac Virtual Share Plan
Employment Agreement between CureVac AG and a Former Employee
(Full Titles of the Plans)
BioNTech US Inc.
40 Erie St., Suite 110
Cambridge, MA 02139
Telephone: +1 (617) 337-4701
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Paul Claydon
Jack S. Bodner
Matthew T. Gehl
Charles A. Dobb
Brian K. Rosenzweig
Covington & Burling LLP
30 Hudson Yards
New York, New York 10001-2170
Telephone: (212) 841-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
CureVac N.V. (“CureVac”) is filing with the Securities and Exchange Commission (the “SEC”) this Post-Effective Amendment No. 2 to the Registration Statement (No. 333-246197) on Form S-8 filed with the SEC on August 14, 2020, as amended by and including Post-Effective Amendment No. 1, filed with the SEC on August 27, 2020 (the “Registration Statement”), to withdraw and remove from registration the unissued securities issuable under the Registration Statement.
Pursuant to the terms of the Purchase Agreement, dated as of June 12, 2025 (the “Purchase Agreement”), by and between CureVac and BioNTech SE, a European stock corporation (Societas Europaea, or SE) organized under the laws of Germany and the European Union (“BioNTech”), BioNTech (i) completed an offer to exchange each outstanding common share, par value €0.12 per share, of CureVac (“CureVac Shares”) for BioNTech American Depositary Shares and (ii) completed the Post-Offer Reorganization (as defined in the Purchase Agreement), pursuant to which it became the sole owner of all of CureVac’s business operations, CureVac ceased to exist, and no public shareholders continued to hold any CureVac Shares.
As a result of the Post-Offer Reorganization, the offerings of CureVac’s securities pursuant to the Registration Statement have been terminated. In accordance with an undertaking made by CureVac in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unissued at the termination of the offerings, CureVac hereby removes from registration the securities registered but unissued under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, CureVac certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Mainz, Germany, on this day of January 7, 2026.
| Date: January 7, 2026 |
CUREVAC MERGER B.V., | |||||
| as successor by merger to CureVac N.V. | ||||||
| By: |
/s/ Ramón Zapata-Gomez | |||||
| Name: |
Ramón Zapata-Gomez | |||||
| Title: |
Managing Director | |||||
No other person is required to sign this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 in reliance upon Rule 478 of the Securities Act of 1933, as amended.