CureVac N.V., Form 6-K, For the month of January 2026
Summary
A Form 6-K report of CureVac N.V. for the month of January 2026, stating that on January 6, 2026 CureVac completed the previously announced post-offer reorganization in connection with BioNTech SE's exchange offer for all outstanding CureVac common shares. Under the reorganization, BioNTech became the sole owner of all of CureVac's business operations, CureVac Merger B.V. succeeded CureVac by merger, and no public shareholders continued to hold CureVac shares. CureVac also asked the Nasdaq Global Market to suspend trading and to file a Form 25 with the SEC to delist and deregister the shares under Section 12(b) of the Securities Exchange Act of 1934, with the delisting expected to be effective on January 16, 2026. CureVac Merger then intends to file a Form 15 to terminate registration under Section 12(g) and suspend reporting obligations, with deregistration expected 90 days thereafter.
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Full text
On January 6, 2026, CureVac N.V. (“CureVac”) completed the previously announced post-offer reorganization in connection with BioNTech SE’s (“BioNTech”) exchange offer for all outstanding common shares, par value €0.12 per share, of CureVac (the “CureVac Shares”). Pursuant to the post-offer reorganization, BioNTech became the sole owner of all of CureVac’s business operations, CureVac Merger B.V. (“CureVac Merger”) succeeded CureVac by merger, and no public shareholders continued to hold any CureVac Shares. On January 6, 2026, CureVac notified the Nasdaq Global Market (“Nasdaq”) of the completion of the post-offer reorganization and requested that Nasdaq (i) suspend trading of the CureVac Shares on Nasdaq before the opening of trading on January 6, 2026 and (ii) file a Notification of Removal from Listing on Form 25 (the “Form 25”) with the Securities and Exchange Commission (the “SEC”) to delist the CureVac Shares from Nasdaq and deregister the CureVac Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon the effectiveness of the Form 25, the CureVac Shares will no longer be listed on Nasdaq. CureVac expects the delisting to be effective on January 16, 2026. In addition, after effectiveness of the Form 25, CureVac Merger intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting the termination of registration of the CureVac Shares under Section 12(g) of the Exchange Act and the suspension of CureVac’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the CureVac Shares. Immediately upon the filing of Form 15, CureVac’s legal obligation to file certain reports under the Exchange Act will be suspended, and deregistration is expected to become effective 90 days thereafter.
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