Group 1: Company Transactions - CureVac N.V. is proposed to be sold to BioNTech SE, with each CureVac share exchanged for approximately $5.46 in BioNTech ADSs, resulting in CureVac shareholders owning between 4% and 6% of BioNTech post-transaction [1] - Know Labs, Inc. is set to be sold to Goldeneye 1995 LLC, with details on shareholder rights available [2] - Volato Group, Inc. will merge with M2i Global, Inc., with current Volato shareholders expected to own approximately 10% of the combined entity after the merger [2] - Heliogen, Inc. is proposed to be sold to Zeo Energy Corp., with Heliogen's securityholders receiving shares valued at approximately $10 million based on a price of $1.5859 per share, subject to adjustments [3] Group 2: Legal Rights and Options - Halper Sadeh LLC is investigating potential violations of federal securities laws and breaches of fiduciary duties related to the aforementioned transactions, and may seek increased consideration for shareholders [4] - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options at no charge [5]

Group 1: CureVac N.V. Acquisition - CureVac will be acquired by BioNTech SE, with each CureVac share exchanged for approximately $5.46 in BioNTech ADSs, leading to an implied aggregate equity value of about $1.25 billion [2] - Upon completion of the transaction, CureVac shareholders are expected to own between 4% and 6% of BioNTech [2] - The investigation focuses on whether the CureVac Board breached its fiduciary duties by failing to conduct a fair process and whether the consideration provides fair value to shareholders [2] Group 2: Know Labs, Inc. Acquisition - Know Labs will be acquired by Goldeneye 1995 LLC, with the purchase price determined by dividing the sum of 1,000 Bitcoin and a cash amount for debt retirement and working capital by the per share price of $0.335 [4] - The investigation examines whether the Know Labs Board breached its fiduciary duties by not conducting a fair process and whether the deal offers fair value to shareholders [4] Group 3: Volato Group, Inc. Merger - Volato Group will merge with M2i Global, with M2i Global expected to own approximately 90% of the total shares of Volato post-merger [6] - The investigation is centered on whether the Volato Group Board breached its fiduciary duties by failing to conduct a fair process and the potential dilution of shareholders in the combined company [6] Group 4: Heliogen, Inc. Acquisition - Heliogen will be acquired by Zeo Energy Corp, with securityholders receiving shares valued at approximately $10 million based on a price of $1.5859 per share, subject to adjustments based on net cash at closing [8] - The investigation looks into whether the Heliogen Board breached its fiduciary duties by not conducting a fair process and whether the consideration provides fair value to shareholders [8]

Group 1 - CureVac NV's stock surged 32.2% to $5.37 following the announcement of BioNTech's acquisition of the company in an all-stock deal valued at $1.25 billion [1] - The merger is pending review by the German Economy Ministry, and CureVac's stock is trading at 52-week highs, breaking through the $5 resistance level [1] - Since the beginning of 2025, CureVac's equity has increased by 63.5% [1] Group 2 - CureVac's options market is experiencing significant activity, with trading volume reaching 45 times the average daily volume, particularly in the June 6 call options [2] - Short interest in CureVac has decreased by 14.1% over the past two weeks, although it still represents 4.4% of the stock's available float [2] - It would take over six days for short sellers to cover their positions based on CureVac's average trading pace [2]

Core Viewpoint - BioNTech SE has agreed to acquire CureVac N.V. in an all-stock transaction valued at approximately $1.25 billion, aiming to enhance its capabilities in mRNA-based cancer immunotherapy [1][3]. Group 1: Transaction Details - Shareholders of CureVac can exchange their shares for about $5.46 in BioNTech ADSs, with the equity value of the deal being around $1.25 billion [1]. - The transaction includes a collar mechanism affecting the exchange ratio based on the 10-day volume weighted average price (VWAP) of BioNTech ADSs, with specific ratios set for prices above $126.55 and below $84.37 [2]. - Upon closing, CureVac shareholders are expected to own between 4% and 6% of BioNTech [2]. Group 2: Strategic Implications - The acquisition is part of BioNTech's oncology strategy, which includes mRNA-based cancer immunotherapy candidates and a bispecific antibody candidate, BNT327 [4]. - BioNTech plans to integrate CureVac's research and manufacturing site in Tübingen, enhancing its research, development, and manufacturing capabilities [4]. Group 3: Financial Context - BioNTech had €15.9 billion in cash, cash equivalents, and security investments as of March 31 [5]. - The transaction was unanimously approved by both companies' management and supervisory boards and is expected to close in 2025 [5]. Group 4: Related Agreements - BioNTech has a co-development and co-commercialization agreement with Bristol Myers Squibb, which includes an upfront payment of $1.5 billion and potential additional payments totaling up to $7.6 billion [6].

Core Insights - BioNTech has acquired CureVac for $1.25 billion to enhance its cancer business [1] Company Summary - The acquisition is aimed at strengthening BioNTech's position in the oncology sector [1] - The deal reflects BioNTech's strategic focus on expanding its cancer treatment portfolio [1] Industry Summary - The acquisition highlights the growing trend of consolidation in the biotechnology industry, particularly in cancer research and treatment [1] - This move may signal increased competition in the oncology market as companies seek to innovate and expand their therapeutic offerings [1]

Group 1 - BioNTech has acquired CureVac for $1.25 billion to enhance its cancer business [1] - The acquisition is part of BioNTech's strategy to expand its portfolio in oncology [1] - This move indicates a growing trend in the biotech industry towards consolidation to strengthen capabilities in cancer treatment [1]

[Unaudited Interim Condensed Consolidated Financial Statements](index=2&type=section&id=Unaudited%20Interim%20Condensed%20Consolidated%20Financial%20Statements) [Consolidated Statements of Operations and Other Comprehensive Income (Loss)](index=2&type=section&id=Unaudited%20Interim%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Other%20Comprehensive%20Income%20(Loss)) CureVac significantly reduced its net loss to **€52.1 million** in Q1 2025, primarily due to lower cost of sales despite decreased revenue Q1 2025 vs. Q1 2024 Statement of Operations Highlights | Metric | Three months ended March 31, 2024 (EUR k) | Three months ended March 31, 2025 (EUR k) | Change | | :--- | :--- | :--- | :--- | | **Revenue** | 12,373 | 893 | -92.8% | | **Operating loss** | (73,317) | (54,727) | +25.3% | | **Net loss for the period** | (70,553) | (52,084) | +26.2% | | **Total comprehensive loss** | (70,609) | (52,197) | +26.1% | | **Net loss per share (basic and diluted)** | (€0.31) | (€0.23) | +25.8% | [Consolidated Statements of Financial Position](index=3&type=section&id=Interim%20Condensed%20Consolidated%20Statements%20of%20Financial%20Position) As of March 31, 2025, CureVac's total assets decreased to **€742.3 million**, primarily due to lower cash, while total equity also declined to **€646.7 million** Financial Position as of March 31, 2025 | Metric | December 31, 2024 (EUR k) | March 31, 2025 (EUR k) | Change | | :--- | :--- | :--- | :--- | | **Total Assets** | 802,827 | 742,267 | -7.5% | | Cash and cash equivalents | 481,748 | 438,331 | -9.0% | | **Total Liabilities** | 106,219 | 95,578 | -10.0% | | **Total Equity** | 696,608 | 646,689 | -7.2% | [Consolidated Statements of Changes in Shareholders' Equity](index=4&type=section&id=Unaudited%20Interim%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) Total equity decreased by **€50.0 million** in Q1 2025, primarily driven by the net loss for the period, partially offset by share-based payments and tax benefits - The decrease in total equity during Q1 2025 was primarily driven by the net loss of **€52.1 million**[8](index=8&type=chunk) Changes in Equity for Q1 2025 | Description | Amount (EUR k) | | :--- | :--- | | **Balance as of January 1, 2025** | **696,608** | | Net loss | (52,084) | | Other comprehensive loss | (113) | | Share-based payment expense | 1,156 | | Realized tax benefits | 1,122 | | **Balance as of March 31, 2025** | **646,689** | [Consolidated Statements of Cash Flows](index=5&type=section&id=Unaudited%20Interim%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) CureVac significantly reduced its net cash used in operating activities to **€41.4 million** in Q1 2025, leading to a total cash decrease of **€43.4 million** Q1 2025 vs. Q1 2024 Cash Flow Summary | Metric | Three months ended March 31, 2024 (EUR k) | Three months ended March 31, 2025 (EUR k) | | :--- | :--- | :--- | | **Net cash flow used in operating activities** | (96,554) | (41,374) | | Net cash flow used in investing activities | (5,088) | (511) | | Net cash flow used in financing activities | (1,124) | (1,312) | | **Net decrease in cash and cash equivalents** | (102,766) | (43,196) | | **Cash and cash equivalents, end of period** | 300,152 | 438,331 | [Notes to the Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [Corporate Information and Basis of Preparation](index=6&type=section&id=1.%20Corporate%20Information%20and%202.%20Basis%20of%20preparation) CureVac, an mRNA biopharmaceutical company, underwent a 2024 restructuring to focus on oncology and infectious diseases, reclassifying manufacturing costs to R&D expenses - In 2024, the company implemented an organizational restructuring, including an approximately **30% headcount reduction**, to focus resources on mRNA opportunities in oncology and infectious diseases[12](index=12&type=chunk) - Following the strategic change, costs related to the manufacturing organization are now recognized as 'Research and Development Expenses' instead of 'Cost of sales'[12](index=12&type=chunk) - The company's largest shareholder and de facto parent is dievini Hopp BioTech holding GmbH & Co. KG, holding approximately **37% of shares and voting rights**[13](index=13&type=chunk) [Notes to the Consolidated Statements of Operations](index=6&type=section&id=3.%20Notes%20to%20the%20Consolidated%20Statements%20of%20Operations) This section details the income statement, highlighting a sharp revenue decline due to the new GSK agreement, a dramatic fall in cost of sales, and increased R&D expenses from reclassification [3.1 Revenue from contract with customers](index=6&type=section&id=3.1%20Revenue%20from%20contract%20with%20customers) Revenue decreased by **92.8%** to **€0.9 million** in Q1 2025, primarily due to the new 2024 GSK Licensing Agreement replacing prior collaboration revenue streams Revenue by Customer | Customer | Q1 2024 (EUR k) | Q1 2025 (EUR k) | | :--- | :--- | :--- | | GSK | 8,895 | 306 | | CRISPR | 3,478 | 586 | | **Total** | **12,373** | **893** | - The new 2024 GSK Licensing Agreement replaced all previous financial considerations from prior collaboration agreements, leading to a significant change in revenue recognition, with only **€306k** recognized under this new agreement in Q1 2025[18](index=18&type=chunk) [3.2 Cost of sales](index=9&type=section&id=3.2%20Cost%20of%20sales) Cost of sales dramatically decreased to **€0.9 million** in Q1 2025, primarily due to the reclassification of manufacturing costs to R&D and a prior-year provision for a CMO dispute - The significant decrease in cost of sales is primarily due to the change in corporate strategy, resulting in the reclassification of manufacturing organization costs to R&D expenses[22](index=22&type=chunk) - Cost of sales in Q1 2024 included a significant increase in a provision related to a dispute with a contract manufacturing organization (CMO)[22](index=22&type=chunk)[31](index=31&type=chunk) [3.3 Research and development expenses](index=9&type=section&id=3.3%20Research%20and%20development%20expenses) R&D expenses increased by **35%** to **€37.6 million** in Q1 2025, mainly due to the reclassification of manufacturing costs and higher IP litigation expenses R&D Expense Breakdown | Category | Q1 2024 (EUR k) | Q1 2025 (EUR k) | | :--- | :--- | :--- | | Personnel | (9,058) | (18,122) | | Patents and fees | (4,459) | (5,767) | | Third-party services | (4,684) | (6,155) | | **Total** | **(27,825)** | **(37,593)** | - The increase in R&D expenses is attributed to the reclassification of manufacturing costs (especially personnel) and higher expenses for IP litigations[23](index=23&type=chunk) [3.4 General and administrative expenses](index=9&type=section&id=3.4%20General%20and%20administrative%20expenses) General and administrative expenses decreased to **€16.4 million** in Q1 2025, primarily due to reduced personnel and third-party service expenses following the 2024 workforce reduction - The decrease in G&A expenses was primarily due to reduced personnel expenses related to the workforce reduction from the 2024 strategic restructuring[24](index=24&type=chunk) [Equity and Share-Based Payments](index=11&type=section&id=4.%20Issued%20Capital%20and%20Reserves%20%26%205.%20Share-based%20payments) As of March 31, 2025, common shares outstanding increased to **225.2 million**, while share-based payment expenses more than doubled to **€1.2 million** in Q1 2025 Change in Common Shares Outstanding | Date | Common Shares Issued and Outstanding | | :--- | :--- | | December 31, 2024 | 224,338,257 | | March 31, 2025 | 225,159,362 | Share-Based Payment Expense | Period | Total Expense (EUR k) | | :--- | :--- | | Q1 2024 | (487) | | Q1 2025 | (1,156) | - In Q1 2025, the Group granted a total of **5,898,413 options** to key employees, the Executive Board, and Supervisory Board members under its LTIP[27](index=27&type=chunk)[28](index=28&type=chunk) [Liabilities, Provisions, and Taxes](index=12&type=section&id=6.%20Other%20liabilities%20and%20provisions%20%26%207.%20Income%20tax) Other liabilities and provisions decreased in Q1 2025 due to restructuring provision utilization, contrasting with a significant prior-year charge from a CMO dispute - The decrease in other liabilities in Q1 2025 was primarily due to the usage of restructuring provisions amounting to **€1,259k** for severance payments[30](index=30&type=chunk) - The comparative period in 2024 was affected by an additional charge of **€17,000k** recorded in cost of sales related to a dispute with a former contract manufacturing organization (CMO), Celonic[31](index=31&type=chunk) - The income tax expense for Q1 2025 was **€429k**, primarily attributable to deferred tax expenses of CureVac N.V[32](index=32&type=chunk) [Earnings Per Share](index=12&type=section&id=8.%20Earnings%20per%20share) Basic and diluted net loss per share improved to **€0.23** in Q1 2025, with potentially dilutive securities excluded due to the company's net loss position Earnings Per Share Comparison | Metric | Q1 2024 | Q1 2025 | | :--- | :--- | :--- | | **Net loss per share (basic and diluted)** | (€0.31) | (€0.23) | | Weighted average shares (basic) | 224,349,604 | 225,150,339 | - For Q1 2025, **7,199,489 share options and RSUs** were excluded from the diluted EPS calculation because their effect would have been antidilutive[36](index=36&type=chunk) [Related Party Disclosures](index=14&type=section&id=9.%20Related%20party%20disclosures) dievini Hopp BioTech holding GmbH & Co. KG, the de facto parent, holds approximately **37%** of CureVac's shares, with related party transactions having no significant financial impact in Q1 2025 - dievini Hopp BioTech holding GmbH & Co. KG is the de facto parent of the Group, holding approximately **37% of shares and voting rights**[37](index=37&type=chunk) - Transactions with dievini and its related entities had no significant impact on the financial statements for the three months ended March 31, 2025[38](index=38&type=chunk)

mRNA Technology and Development - The company has a broad portfolio of mRNA-based medicines in preclinical and clinical development stages, with a focus on efficacy, safety, and protein expression at relatively low doses[380]. - The company has developed proprietary lipid nanoparticle (LNP) delivery systems that improve mRNA vaccine activity and thermostability, with candidates shown to be stable for over 12 months at room temperature[382]. - The company has made significant advancements in its mRNA technology platform over the past 24 years, focusing on optimizing mRNA for higher efficacy, greater speed, and lower production costs[387]. - The mRNA technology platform allows for rapid development and production of vaccines without the need for live pathogens, enhancing safety and efficiency[460]. - The optimization of the open reading frame (ORF) is crucial for maximizing protein expression, with engineered ORFs showing higher protein levels in mouse liver compared to wild-type[442]. - The mRNA optimization process includes enhancing translation, stability, and immunogenicity, with specific elements like the 5' cap and poly-A tail being critical for mRNA efficacy[429]. - The company employs a combinatorial approach to identify and create optimized UTR combinations for specific constructs, improving therapeutic mRNA performance[434]. - The company is developing proprietary lipid-nanoparticle (LNP) delivery systems tailored for specific therapeutic areas, enhancing the efficacy of mRNA-based treatments[449]. Clinical Trials and Studies - The company announced positive interim data from the COVID-19 Phase 2 clinical study for the monovalent mRNA vaccine candidate, CV0601, and the bivalent mRNA candidate, CV0701, completed in August 2024[381]. - In oncology, the candidate CVGBM, featuring a multi-epitope design, is currently being tested in a Phase 1 study for patients with resected glioblastoma, with preliminary results showing 77% of evaluable patients induced cancer antigen-specific T-cell responses[381]. - The Phase 2 study for a COVID-19 mRNA vaccine candidate was completed in August 2024, showing favorable reactogenicity and meaningful titers of neutralizing antibodies[385]. - The company has initiated a Phase 1 study for CVGBM, targeting newly diagnosed glioblastoma patients, with 16 patients recruited across four dose levels[474]. - Preliminary results show that 77% of evaluable patients developed cancer antigen-specific T-cell responses after treatment with CVGBM[475]. - The treatment was well tolerated, with 91% of treatment-related adverse events being mild to moderate, resolving within 1-2 days post-injection[479]. - The company has initiated a Phase 2 study for a multivalent influenza vaccine candidate, with promising interim data reported on April 4, 2024[461]. - The Phase 1 part of the combined seasonal influenza/COVID-19 vaccine study initiated by GSK in November 2024 aims to assess safety and immunogenicity[505]. Intellectual Property and Licensing - As of February 28, 2025, the company owns approximately 619 issued patents worldwide, including 119 issued U.S. patents and 36 issued European patents, making it one of the leaders in mRNA intellectual property[382]. - The company plans to strengthen and expand its intellectual property portfolio to protect advancements in its technology platform and product candidates[388]. - The company has trademark registrations for CureVac and its logo in the United States and certain foreign jurisdictions[587]. - The company relies on trade secrets and know-how, protected through confidentiality agreements with collaborators and employees[588]. - The company has entered into a new licensing agreement with GSK, known as the 2024 GSK Agreement, which became effective on July 11, 2024, after receiving approval from German Antitrust Authorities[523]. - GSK paid the company an upfront payment of €400 million and the company is eligible to receive up to €1.05 billion in development, regulatory, and sales milestones under the 2024 GSK Agreement[528]. Strategic Partnerships and Collaborations - The company is selectively seeking strategic partnerships to develop and commercialize product candidates, aiming to mitigate drug development risk while retaining economic rights to strategically important candidates[388]. - The collaboration with M.D. Anderson Cancer Center aims to develop differentiated cancer precision immunotherapy candidates for high unmet medical needs[469]. - The company has established a consortium with GSK for pandemic preparedness, which includes a framework agreement to provide production capacities for mRNA vaccines, allowing for 80 million doses per year until 2029[533]. - The company has received $1 million in development cost reimbursements from Genmab, with no additional fees or milestone payments received as of December 31, 2024[535]. Financials and Milestones - The company achieved regulatory milestones with its manufacturing system, obtaining a manufacturing license for an mRNA construct in cancer precision immunotherapy in November 2023 and a drug substance framework manufacturing license in December 2023[388]. - The company has received a total of €15.1 million in payments from CRISPR Therapeutics and has invoiced €1.9 million for various costs as of December 31, 2024[548]. - The Gates Foundation has provided up to $3.0 million in funding for the development of a vaccine for rotaviruses, with the company having received the full amount as of December 31, 2024[551]. - The company received a $40 million equity investment from the Gates Foundation to support the development of its RNA technology platform and the construction of a cGMP production facility[552]. Regulatory and Compliance - The company expects its product candidates to be regulated as biological products under U.S. law, with compliance required throughout the development process[591]. - The submission of an IND application is required before human clinical trials can begin, which becomes effective 30 days after receipt by the FDA unless concerns are raised[593]. - Clinical trials must be conducted under GCP requirements and include detailed study protocols submitted to the FDA as part of the IND[595]. - An IRB must review and approve each clinical trial, considering design, patient consent, and safety factors[597]. - The FDA may impose a clinical hold on trials at any time, delaying the study until concerns are resolved[594].

Financial Data and Key Metrics Changes - The company closed 2024 with a strong cash position of EUR482 million, reaffirming its expected financial runway into 2028 [14][74]. - Revenues for the full year 2024 increased significantly by EUR481.4 million to EUR535.2 million compared to the same period in 2023, primarily driven by a new licensing agreement with GSK [66][67]. - Operating loss for the fourth quarter of 2024 was EUR43.8 million, an improvement from an operating loss of EUR88 million in the same quarter of 2023 [67]. Business Line Data and Key Metrics Changes - In oncology, the Phase 1 study for glioblastoma completed enrollment of Part B, with promising dose escalation data indicating acceptable tolerability and immune responses [10][16]. - The off-the-shelf precision immunotherapy program for squamous non-small cell lung cancer achieved IND clearance from the FDA, with the first patient expected to be treated in the second half of 2025 [11][20]. - In infectious diseases, a new licensing agreement with GSK for prophylactic vaccines progressed, with a EUR10 million milestone payment received for a combined influenza and COVID-19 vaccine [12][62]. Market Data and Key Metrics Changes - The company anticipates significant market opportunities in oncology and infectious diseases, particularly with its proprietary mRNA technology [9][21]. - The licensing agreement with GSK, valued up to EUR1.45 billion plus royalties, is expected to leverage GSK's expertise in infectious diseases for successful development and commercialization [15][62]. Company Strategy and Development Direction - The company has refocused on technology innovation and R&D, streamlining operations and reducing workforce by approximately 30% to enhance efficiency [8][15]. - Future strategies include advancing mRNA therapeutics in oncology and infectious diseases, with a focus on early-stage interventions to improve patient outcomes [19][37]. Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the potential of mRNA technology to transform medicine, emphasizing the importance of agility and strategic partnerships [73][75]. - The company plans to continue focusing on high-value mRNA opportunities supported by a strong financial position and a broad IP portfolio [75]. Other Important Information - The European Patent Office upheld the validity of the company's split poly-A tail patent, which is crucial for its mRNA vaccine technology [13][21]. - The company has successfully terminated all remaining raw material commitments related to its first-generation COVID-19 vaccine, ensuring no further related payments [65]. Q&A Session Summary Question: What are the early signs of activity for the squamous program? - Management highlighted extensive validation assays for antigens, expressing optimism based on preclinical evidence of immune responses [82][84]. Question: What is the regulatory path for the CVGBM asset? - Management indicated that discussions with regulators would occur after Phase 1 data, aiming for a randomized Phase 2 study if results are promising [95][96]. Question: What criteria will be used to make go/no-go decisions for GBM? - A threshold of overall survival of 50 months or longer and an overall response rate of about 20% will guide decisions [103]. Question: How does the cash runway guidance into 2028 account for ongoing pipelines? - The cash runway includes core programs and clinical phases, but not all Phase 1 and Phase 2 costs are prior to potential cash out [108]. Question: What is the strategy for collaboration in oncology and infectious diseases? - The company aims to focus on early development and technology innovation, with plans to partner for late-stage development in oncology [114]. Question: What are the timelines for the European Patent proceedings? - Upcoming hearings for patent validity and infringement are scheduled, with potential appeals from opposing partners [120][122].

Fourth Quarter and Full-Year 2024 Financial Results and Business Update Dr. Alexander Zehnder Chief Executive Officer Program Update Dr. Myriam Mendila Chief Scientific Officer April 10, 2025 CureVac Speakers Business Update Financial Update Axel Malkomes Chief Financial Officer CureVac N.V. │ Fourth Quarter and Full-Year 2024 Results 2 Forward Looking Statements The information set forth herein does not purport to be complete or to contain all of the information you may desire. Statements contained herein ...