SEC Form SC 13D/A filed by CureVac N.V. (Amendment)
$CVAC
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
CUREVAC N.V.
(Name of Issuer)
Common Shares € 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 Persons Authorized to Receive Notices and Communications)
February 10, 2023
(Date of Event Which Requires Filing of This Statement)
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page
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The information required on this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “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).
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CUSIP No.
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N2451R105
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13D
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4
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1
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NAMES OF REPORTING PERSONS
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KfW
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Germany
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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29,871,441*
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SHARED VOTING POWER
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115,601,965**
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SOLE DISPOSITIVE POWER
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29,871,441*
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SHARED DISPOSITIVE POWER
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115,601,965**
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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115,601,965**
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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52.08%***
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* See Item 5 of the Statement of Beneficial Ownership on Schedule 13D (No. 005-91630) filed by KfW with the Securities and Exchange Commission (the “SEC”) on August 24, 2020 (the “Schedule 13D”).
** Based on the 29,871,441 common shares (the “Common Shares”) of CureVac N.V. (the “Issuer”) held by KfW and 85,730,524 Common Shares which are subject to the
Shareholders’ Agreement dated as of June 16, 2020, as entered into 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”) and beneficially owned by Dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT”), Zweite DH Verwaltungs GmbH (“Zweite”), 4H invest GmbH (“4H
Invest”), Bohlini Invest GmbH (“Bohlini”) and MH-LT Investments GmbH (“MH-LT”) as set forth in (i) the Statement of Beneficial
Ownership on Schedule 13D/A (Amendment No. 6) filed by dievini, DH-LT, DH-Capital GmbH & Co. KG, OH Beteiligungen GmbH & Co. KG, Dietmar Hopp, Oliver Hopp, Daniel Hopp, DHFS II Holding GmbH & Co. KG and Zweite on November 14, 2022, (ii)
the Statement of Beneficial Ownership on Schedule 13D/A (Amendment No.1) filed by MH-LT and Dr. Matthias Hothum on November 14, 2022, (iii) the Statement of Beneficial Ownership on Schedule 13D/A (Amendment No. 2) filed by Bohlini and Prof. Dr.
Friedrich von Bohlen und Halbach on November 14, 2022, and (iv) the Statement of Beneficial Ownership on Schedule 13D/A (Amendment No.2) filed by 4H Invest and Dr. Christof Hettich on November 14, 2022.
*** Based on 221,981,253 Common Shares outstanding as set forth in the prospectus supplement (the “Prospectus Supplement”) filed by the Issuer with the SEC on February
9, 2023.
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CUSIP No.
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N2451R105
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13D
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Page
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3 |
of
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4
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Pages
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This Amendment No. 4 to the Schedule 13D (the “Amendment No. 4”) 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”) and Amendment No. 3, dated as of January 13, 2022 (the “Amendment No. 3”), to account for the offering of 27,027,028 Common Shares by the Issuer as set forth on the Prospectus Supplement. Except as amended and supplemented by the Amendment No. 1, Amendment No. 2, Amendment No. 3 and this
Amendment No. 4, the Schedule 13D remains unchanged.
| Item 5. |
Interest in Securities of the Issuer.
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The information required by Items 5(a)–(b) is set forth in Rows 7–13 of the cover page of the Reporting Person and is incorporated herein by reference.
| Item 7. |
Materials to be Filed as Exhibits.
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Exhibit No.
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Description
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1
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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.)
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2
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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.)
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3
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Relationship Agreement dated as of July 17, 2020, by and among KfW, dievini Hopp BioTech holding GmbH & Co. KG and Dietmar Hopp, dated July 17, 2020. (Incorporated herein by reference from Exhibit 3.7 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.)
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4
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Form of Registration Rights Agreement dated as of August 14, 2020, by and among KfW, dievini Hopp BioTech holding GmbH & Co. KG and DH-LT-Investments GmbH. (Incorporated herein by reference from Exhibit
4.1 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.)
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5
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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.)
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6
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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.)
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CUSIP No.
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N2451R105
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13D
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Page
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4 |
of
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4
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Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: February 13, 2023
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KfW
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By:
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/s/ Jan Klasen | |
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Name: Jan Klasen
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Title: First Vice President
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By:
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/s/ Felix Freitag |
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Name: Felix Freitag
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Title: Abteilungsdirektor
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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 Febuary 13, 2023.
EXECUTIVE BOARD
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Name
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Principal Occupation or Employment
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Business Address
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Citizenship
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Stefan Wintels
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CEO of KfW
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(1)
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Germany
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Christiane Laibach
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Member of the Executive Board of KfW
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(1)
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Germany
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Melanie Kehr
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Member of the Executive Board of KfW
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(1)
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Germany
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Bernd Loewen
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Member of the Executive Board of KfW
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(1)
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Germany
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Dr Stefan Peiß
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Member of the Executive Board of KfW
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(1)
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Germany
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Katharina Herrmann
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General Manager of KfW
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(1)
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Germany(1)
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Palmengartenstrasse 5-9, 60325 Frankfurt am Main, Germany
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Exhibit Index
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Exhibit No.
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Description
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1
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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.)
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2
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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.)
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3
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Relationship Agreement dated as of July 17, 2020, by and among KfW, dievini Hopp BioTech holding GmbH & Co. KG and Dietmar Hopp, dated July 17, 2020. (Incorporated herein by reference from Exhibit 3.7 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.)
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4
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Form of Registration Rights Agreement dated as of August 14, 2020, by and among KfW, dievini Hopp BioTech holding GmbH & Co. KG and DH-LT-Investments GmbH. (Incorporated herein by reference from Exhibit
4.1 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.)
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5
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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.)
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6
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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.)
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