0001213900-22-008561.txt : 20220222 0001213900-22-008561.hdr.sgml : 20220222 20220222062607 ACCESSION NUMBER: 0001213900-22-008561 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20220222 DATE AS OF CHANGE: 20220222 GROUP MEMBERS: DANIEL HOPP GROUP MEMBERS: DH-CAPITAL GMBH & CO. KG GROUP MEMBERS: DH-LT-INVESTMENTS GMBH GROUP MEMBERS: DHFS II HOLDING GMBH & CO. KG GROUP MEMBERS: DIETMAR HOPP GROUP MEMBERS: DR. MATHIAS HOTHUM GROUP MEMBERS: MH-LT-INVESTMENTS GMBH GROUP MEMBERS: OH BETEILIGUNGEN GMBH & CO. KG GROUP MEMBERS: OLIVER HOPP GROUP MEMBERS: PROF. DR. CHRISTOF HETTICH GROUP MEMBERS: PROF. DR. FRIEDRICH VON BOHLEN UND HALBACH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CureVac N.V. CENTRAL INDEX KEY: 0001809122 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91630 FILM NUMBER: 22654848 BUSINESS ADDRESS: STREET 1: PAUL-EHRLICH-STRABE 15 TUBINGEN CITY: BADEN-WURTTEMBERG STATE: 2M ZIP: 72076 BUSINESS PHONE: 49 7071 9883 0 MAIL ADDRESS: STREET 1: PAUL-EHRLICH-STRABE 15 TUBINGEN CITY: BADEN-WURTTEMBERG STATE: 2M ZIP: 72076 FORMER COMPANY: FORMER CONFORMED NAME: CureVac B.V. DATE OF NAME CHANGE: 20200410 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: dievini Hopp BioTech holding GmbH & Co KG CENTRAL INDEX KEY: 0001696029 IRS NUMBER: 000000000 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: JOHANN-JAKOB-ASTOR STR. 57 CITY: WALLDORF STATE: 2M ZIP: 69190 BUSINESS PHONE: 62278608462 MAIL ADDRESS: STREET 1: JOHANN-JAKOB-ASTOR STR. 57 CITY: WALLDORF STATE: 2M ZIP: 69190 SC 13D/A 1 ea155980-13da3dievini_cure.htm AMENDMENT NO. 3 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

(Amendment No. 3)*

CUREVAC N.V.

(Name of Issuer)

Common Shares, par value €0.12 per share

(Title of Class of Securities)

N2451R105

(CUSIP Number)

Brian S. North, Esquire

Buchanan Ingersoll & Rooney PC

50 South 16^th Street, Suite 3200

Philadelphia, PA 19102

(215) 665-8700

Dr. Marc Hauser

RITTERSHAUS

Harrlachweg 4 · 68163 Mannheim

Germany

+49 621 4256-275

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 22, 2022

(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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d–7 for other parties to whom copies are to be sent.

*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.

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).

CUSIP No. N2451R105

1.	Names of Reporting Persons. dievini Hopp BioTech holding GmbH & Co. KG

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	☒⁽¹⁾
	(b)	☐

3.	SEC Use Only


4.	Source of Funds OO

5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐

6.	Citizenship or Place of Organization Germany


Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0

	8.	Shared Voting Power 84,630,524 ⁽²⁾

	9.	Sole Dispositive Power 0

	10.	Shared Dispositive Power 84,630,524

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 84,630,524

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.	Percent of Class Represented by Amount in Row (11) 45.3%⁽³⁾

14.	Type of Reporting Person (See Instructions) PN

(1)

This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum”), and MH-LT-Investments GmbH (“MH-LT-Investments” and together with dievini, DH-LT-Investments, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen, Dr. Hettich and Mr. Hothum, collectively, the “Reporting Persons”). dievini, DH-LT-Investments, and Dietmar Hopp are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, and MH-LT-Investments GmbH are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The other Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

Represents 76,766,520 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, and 495,504 shares held of record by MH-LT-Investments.

(3)

This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

CUSIP No. N2451R105

1.	Names of Reporting Persons. DH-LT-Investments GmbH

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	☒⁽¹⁾
	(b)	☐

3.	SEC Use Only


4.	Source of Funds OO

5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐

6.	Citizenship or Place of Organization Germany


Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0

	8.	Shared Voting Power 7,368,500⁽²⁾

	9.	Sole Dispositive Power 0

	10.	Shared Dispositive Power 7,368,500

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,368,500

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.	Percent of Class Represented by Amount in Row (11) 3.9%⁽³⁾

14.	Type of Reporting Person (See Instructions) OO

(1)

(2)

Represents shares held of record by DH-LT-Investments GmbH.

(3)

This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

CUSIP No. N2451R105

1.	Names of Reporting Persons. DH-Capital GmbH & Co. KG

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	☐
	(b)	☐⁽¹⁾

3.	SEC Use Only


4.	Source of Funds OO

5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐

6.	Citizenship or Place of Organization Germany


Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0

	8.	Shared Voting Power 84,630,524 ⁽²⁾

	9.	Sole Dispositive Power 0

	10.	Shared Dispositive Power 84,630,524

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 84,630,524

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐


13.	Percent of Class Represented by Amount in Row (11) 45.3%⁽³⁾

14.	Type of Reporting Person (See Instructions) PN

(1)

(2)

Represents 76,766,520 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, and 495,504 shares held of record by MH-LT-Investments.

(3)

This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

CUSIP No. N2451R105

1.	Names of Reporting Persons. OH Beteiligungen GmbH & Co. KG

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	☐
	(b)	☐⁽¹⁾

3.	SEC Use Only


4.	Source of Funds OO

5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐

6.	Citizenship or Place of Organization Germany


Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0

	8.	Shared Voting Power 84,630,524 ⁽²⁾

	9.	Sole Dispositive Power 0

	10.	Shared Dispositive Power 84,630,524

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 84,630,524

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.	Percent of Class Represented by Amount in Row (11) 45.3% ⁽³⁾

14.	Type of Reporting Person (See Instructions) PN

(1)

(2)

Represents 76,766,520 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, and 495,504 shares held of record by MH-LT-Investments.

(3)

This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

CUSIP No. N2451R105

1.	Names of Reporting Persons. Dietmar Hopp

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	☒⁽¹⁾
	(b)	☐

3.	SEC Use Only


4.	Source of Funds PF

5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐

6.	Citizenship or Place of Organization Germany


Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 158,700

	8.	Shared Voting Power 85,764,041⁽²⁾

	9.	Sole Dispositive Power 158,700

	10.	Shared Dispositive Power 85,764,041

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 85,922,741

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.	Percent of Class Represented by Amount in Row (11) 46%⁽³⁾

14.	Type of Reporting Person (See Instructions) IN

(1)

(2)

Represents 76,766,520 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, 495,504 shares held of record by MH-LT-Investments, and 1,133,517 shares held of record by companies of which Mr. Hopp is the sole shareholder.

(3)

This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

CUSIP No. N2451R105

1.	Names of Reporting Persons. Oliver Hopp

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	☐
	(b)	☐⁽¹⁾

3.	SEC Use Only


4.	Source of Funds OO

5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐

6.	Citizenship or Place of Organization Germany


Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0

	8.	Shared Voting Power 84,630,524⁽²⁾

	9.	Sole Dispositive Power 0

	10.	Shared Dispositive Power 84,630,524

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 84,630,524

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.	Percent of Class Represented by Amount in Row (11) 45.3%⁽³⁾

14.	Type of Reporting Person (See Instructions) IN

(1)

(2)

Represents 76,766,520 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, and 495,504 shares held of record by MH-LT-Investments.

(3)

This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

CUSIP No. N2451R105

1.	Names of Reporting Persons. Daniel Hopp

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	☐
	(b)	☐⁽¹⁾

3.	SEC Use Only


4.	Source of Funds OO

5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐

6.	Citizenship or Place of Organization Germany


Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0

	8.	Shared Voting Power 84,630,524⁽²⁾

	9.	Sole Dispositive Power 0

	10.	Shared Dispositive Power 84,630,524

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 84,630,524

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.	Percent of Class Represented by Amount in Row (11) 45.3%⁽³⁾

14.	Type of Reporting Person (See Instructions) IN

(1)

(2)

Represents 76,766,520 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, and 495,504 shares held of record by MH-LT-Investments.

(3)

This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding on December 31, 2021.

CUSIP No. N2451R105

1.	Names of Reporting Persons. Prof. Dr. Friedrich von Bohlen und Halbach

2.	Check the Appropriate Box if a Member of a Group (See Instructions)

	(a)	o
	(b)	o⁽¹⁾


3.	SEC Use Only


4.	Source of Funds FP, OO

5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o


6.	Citizenship or Place of Organization Germany

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 237,649

	8.	Shared Voting Power 84,630,524⁽²⁾

	9.	Sole Dispositive Power 237,649

	10.	Shared Dispositive Power 84,630,524

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 84,630,524

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐


13.	Percent of Class Represented by Amount in Row (11) 45.4%⁽³⁾

14.	Type of Reporting Person (See Instructions) IN

(1)

(2)

Represents 76,766,520 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, and 495,504 shares held of record by MH-LT-Investments.

(3)

This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

CUSIP No. N2451R105

1.	Names of Reporting Persons. Prof. Dr. Christof Hettich

2.	Check the Appropriate Box if a Member of a Group (See Instructions)

	(a)	o
	(b)	o⁽¹⁾


3.	SEC Use Only


4.	Source of Funds OO

5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o


6.	Citizenship or Place of Organization Germany

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0

	8.	Shared Voting Power 84,630,524⁽²⁾

	9.	Sole Dispositive Power 0

	10.	Shared Dispositive Power 84,630,524

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 84,630,524

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐


13.	Percent of Class Represented by Amount in Row (11) 45.3%⁽³⁾

14.	Type of Reporting Person (See Instructions) IN

(1)

(2)

Represents 76,766,520 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, and 495,504 shares held of record by MH-LT-Investments.

(3)

This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

CUSIP No. N2451R105

1.	Names of Reporting Persons. Dr. Mathias Hothum

2.	Check the Appropriate Box if a Member of a Group (See Instructions)

	(a)	o
	(b)	o⁽¹⁾


3.	SEC Use Only


4.	Source of Funds OO

5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o


6.	Citizenship or Place of Organization Germany

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0

	8.	Shared Voting Power 84,630,524⁽²⁾

	9.	Sole Dispositive Power 0

	10.	Shared Dispositive Power 84,630,524

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 84,630,524

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o


13.	Percent of Class Represented by Amount in Row (11) 45.3⁽³⁾

14.	Type of Reporting Person (See Instructions) IN

(1)

(2)

Represents 76,766,520 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, and 495,504 shares held of record by MH-LT-Investments.

(3)

This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

CUSIP No. N2451R105

1.	Names of Reporting Persons. MH-LT-Investments GmbH

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	☒⁽¹⁾
	(b)	☐

3.	SEC Use Only


4.	Source of Funds OO

5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐

6.	Citizenship or Place of Organization Germany

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0

	8.	Shared Voting Power 495,504 ⁽²⁾

	9.	Sole Dispositive Power 0

	10.	Shared Dispositive Power 495,504

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 495,504

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.	Percent of Class Represented by Amount in Row (11) 0.3%⁽³⁾

14.	Type of Reporting Person (See Instructions) OO

(1)

(2)

Represents shares held of record by MH-LT Investments.

(3)

This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

CUSIP No. N2451R105

1.	Names of Reporting Persons. DHFS II Holding GmbH & Co. KG

2.	Check the Appropriate Box if a Member of a Group (See Instructions)

	(a)	☒⁽¹⁾
	(b)	o


3.	SEC Use Only


4.	Source of Funds OO

5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o


6.	Citizenship or Place of Organization Germany

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0

	8.	Shared Voting Power 7,368,500 ⁽²⁾

	9.	Sole Dispositive Power 0

	10.	Shared Dispositive Power 7,368,500

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,368,500

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o


13.	Percent of Class Represented by Amount in Row (11) 3.9%⁽³⁾

14.	Type of Reporting Person (See Instructions) OO

(1)

This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum”), MH-LT-Investments GmbH (“MH-LT-Investments” and together with dievini, DH-LT-Investments, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen, Dr. Hettich and Mr. Hothum, collectively, the “Reporting Persons”). dievini, DH-LT-Investments, and Dietmar Hopp are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, and MH-LT-Investments GmbH are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The other Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

Represents shares held of record by DH-LT-Investments GmbH.

(3)

This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

This Amendment No. 3 to Schedule 13D (this “Amendment”) amends the Schedule 13D filed with the 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 €0.12 per share (the “Shares”) of CureVac N.V., a Dutch public company (the “Issuer”).

Items 3, 4, 5 and 7 of the Statement are amended as set forth below and a description of the Pooling Agreement (as defined in Item 6) is added to Item 6 of the Statement.

Item 3. Source and Amount of Funds or Other Consideration.

The 76,766,520 Shares held directly by dievini were acquired from the Issuer prior to the IPO in several financing rounds using funds dievini holds for investments. No borrowed funds were used.

7,368,500 Shares held directly by DH-LT-Investments were purchased in a private placement transaction concurrent with the closing of the IPO on August 18, 2018 at a purchase price of $16 per Share using funds it holds for investments.

The 237,649 Shares held directly by Dr. von Bohlen were acquired from the Issuer prior to the IPO.

The 158,700 Shares held directly by Mr. Dietmar Hopp were acquired from DH-LT-Investments in a private transaction.

The 495,504 Shares held directly by MH-LT-Investments were acquired from dievini in connection with the plan described in Item 4 of this 13D Schedule,

Item 4. Purpose of the Transaction

The Shares held by the Reporting Persons were acquired for investment purposes in the ordinary course of the Reporting Persons’ investment activities.

The Reporting Persons do not have any current plans or proposals which relate to or would result in: (a) the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer, except as set forth below; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Based on such review, the Reporting Persons may acquire additional securities, or retain or sell all or a portion of the securities then held, including without limitation in open market, block sales or privately negotiated transactions, at any time, and may formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of strategic investment and trading policies of the Reporting Persons.

The Reporting Persons may engage in discussions with management, the Issuer’s management board and supervisory board, shareholders of the Issuer and other relevant parties or encourage such persons to consider or explore extraordinary corporate transactions, such as a merger, take private transaction that could result in a de-listing or de-registration of the Shares, sales or acquisitions of assets or businesses, changes to the capitalization or dividend policy of the Issuer or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Issuer’s management board and supervisory board.

In connection with a plan to transfer the ownership of dievini entirely into the hands of the family of Dietmar Hopp and a family foundation, dievini transferred shares in its portfolio companies, including Shares of the Issuer, to MH-LT Investments GmbH, a former general partner of dievini and controlled by Dr. Hothum , for the services provided by Mr. Hothum to dievini. MH-LT-Investments GmbH currently holds 495,504 Shares of the Issuer. Under the plan, dievini also intends to transfer shares in its portfolio companies, including Shares of the Issuer, to 4H invest GmbH controlled by Dr. Hettich and Bohlini invest GmbH controlled by Dr. von Bohlen in proportion to their percentage interests in dievini. After the transfers are completed Drs. Hettich, von Bohlen, and Hothum will no longer have any equity ownership in dievini, but they will continue to be managing directors of dievini and oversee dievini’s investments in portfolio companies.

The Reporting Persons previously reported that they planned to sell some of the Shares to the public in connection with these transfers. They no longer plan to do so, although they may make additional private transfers among themselves.

Item 5. Interest in Securities of the Issuer

(a) and (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) 495,504 Shares are held by MH-LT Investments in connection with the plan described in Item 4 of this Schedule

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

dievini and DH-LT Investments GmbH are parties to a Pooling Agreement (the “Pooling Agreement”) which governs the disposition and voting of the Shares held by them. Under the terms of the Pooling Agreement, a party’s Shares may only be disposed of to someone not a party to the Pooling Agreement if the disposal is approved by a vote of the holders of a majority of the Shares subject to the Pooling Agreement. Any voting related matter involving the Shares is also to be decided by such a majority vote. These provisions relating to the voting and disposition of Shares do not affect the parties’ obligations under the Shareholders’ Agreement with KfW.

MH-LT Investments has become a party to the Pooling Agreement by entering into an Accession Agreement in connection with the transfer of Shares to it by dievini.

Shareholders’Agreement

MH-LT-Investments, holding 495,504 Shares of the Issuer, and a company controlled by Dietmar Hopp, holding 1,100,000 Shares of the Issuer, will accede to the Shareholders’ Agreement between Kreditanstalt für Wiederaufbau (“KfW”), dievini, DH-LT-Investments and Dietmar Hopp in its current form with last amendment as of January 13. 2022.

Item 7. Materials to be Filed as Exhibits.

Exhibit No.		Description

1.		Power of Attorney.

2.		Joint Filing Agreement.

3.		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 3.6 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).

4.		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).

5.		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).

6.		Form of Registration Rights Agreement dated as of August 14, 2020, by and among KfW, dievini 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).

7.		Second Supplement to Shareholders’ Agreement 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 7 of Amendment No. 2 to Schedule 13d filed by the Reporting Persons with the SEC on January 13, 2022)

8.		Pooling Agreement

9.		Accession Agreement

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.

Date: February 22, 2022

DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG

	By:	dievini Verwaltungs GmbH
		its General Partner

	By:	/s/ Dr. Marc Hauser
	Name:	Dr. Marc Hauser
	Title:	Attorney-in-fact

DH-CAPITAL GMBH & CO. KG

	By:	DH Verwaltungs GmbH
		its General Partner

	By:	/s/ Dr. Marc Hauser
	Name:	Dr. Marc Hauser
	Title:	Attorney-in-fact

OH BETEILIGUNGEN GMBH & CO. KG

	By:	OH Verwaltungs GmbH
		its General Partner

	By:	/s/ Dr. Marc Hauser
	Name:	Dr. Marc Hauser
	Title:	Attorney-in-fact

DH-LT-INVESTMENTS GMBH

	By:	/s/ Dr. Marc Hauser
	Name:	Dr. Marc Hauser
	Title:	Attorney-in-fact

	/s/ Dr. Marc Hauser as attorney-in-fact
	DIETMAR HOPP

	/s/ Dr. Marc Hauser as attorney-in-fact
	OLIVER HOPP

	/s/ Dr. Marc Hauser as attorney-in-fact
	DANIEL HOPP

	/s/ Dr. Marc Hauser as attorney-in-fact
	FRIEDRICH VON BOHLEN UND HALBACH

	/s/ Dr. Marc Hauser as attorney-in-fact
	CHRISTOF HETTICH

	/s/ Dr. Marc Hauser as attorney-in-fact
	MATHIAS HOTHUM

DFHS II GmbH & Co. KG

	By:	DHFS II GmbH its General Partner

	By:	/s/ Dr. Marc Hauser
	Name:	Dr. Marc Hauser
	Title:	Attorney-in-fact

MH-LT-INVESTMENTS GMBH

	By:	/s/ Dr. Marc Hauser
	Name:	Dr. Marc Hauser
	Title:	Attorney-in-fact

EX-1 2 ea155980ex-1dievini_cure.htm POWER OF ATTORNEY

Exhibit 1

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that each of the undersigned hereby constitutes and appoints Dr. Marc Hauser, Dr. Christina Eschenfelder and Dr. Moritz Weber of RITTERSHAUS Rechtsanwälte Partnerschaftsgesellschaft mbB, Harrlachweg 4, 68163 Mannheim, signing individually, the undersigned’s true and lawful attorneys-in-fact and agents with respect to the undersigned’s holdings of and transactions in securities issued by AC Immune, CureVac N.V., and immatics M.V. (each, a “Company”) to:

(1)

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) filings pursuant to Section 13 (Schedule 13D and Schedule 13G), as applicable (including any amendments, exhibits, joint filing agreements or other documents related thereto or in connection therewith) with respect to the securities of the Company in accordance with Section 13 of Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any and all rules and regulations thereunder;

(2)

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Schedule 13D and Schedule 13G, as applicable (including any amendments, exhibits, joint filing agreements or other documents related thereto or in connection therewith) and file the same with the SEC and any stock exchange, self-regulatory association or any other authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act and the rules and regulations thereunder.

This Power of Attorney shall remain in full force and effect until the earlier of (i) the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of and transactions in securities issued by the Company or (ii) or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to perform the function in connection with which he/she was appointed attorney-in-fact or to be an employee of RITTERSHAUS Rechtsanwälte Partnerschaftsgesellschaft mbB or one of its affiliates, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in fact.

[Signatures on Following Page]

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 21st day of February, 2022.

DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG

By:	dievini Verwaltungs GmbH
	its General Partner

By:	/s/ Dr. Marc Hauser*
	Name:	Dietmar Hopp
	Title:	Managing Director

By:	Dr. Marc Hauser*
	Name:	Mathias Hothum
	Title:	Managing Director

DH-CAPITAL GMBH & CO. KG

By:	BW Verwaltungs GmbH
	its General Partner

By:	/s/ Dr. Marc Hauser*
	Name:	Dietmar Hopp
	Title:	Managing Director

OH BETEILIGUNGEN GMBH & CO. KG

By:	OH Verwaltungs GmbH
	its General Partner

By:	Dr. Marc Hauser*
	Name:	Oliver Hopp
	Title:	Managing Director

DH-LT-INVESTMENTS GMBH

By:	/s/ Dr. Marc Hauser*
	Name:	Dr. Marc Hauser
	Title:	Authorized Attorney-in-Fact

/s/ Dr. Marc Hauser*
DIETMAR HOPP

/s/ Dr. Marc Hauser*
OLIVER HOPP

/s/ Dr. Marc Hauser*
DANIEL HOPP

/s/ Dr. Marc Hauser*
CHRISTOF HETTICH

/s/ Dr. Marc Hauser*
FRIEDRICH VON BOHLEN UND HALBACH

/s/ Dr. Marc Hauser*
MATHIAS HOTHUM

MH-LT INVESTMENTS GMBH

By:	/s/ Dr. Marc Hauser*
	Name:	Dr. Marc Hauser
	Title:	Authorized Attorney-in-Fact

Pursuant to separate power of attorney to be filed by amendment

EX-2 3 ea155980ex-2dievini_cure.htm JOINT FILING AGREEMENT

Exhibit 2

JOINT FILING STATEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common shares of CureVac N.V. and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing.

The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Each party to this Joint Filing Agreement agrees that this Joint Filing Agreement may be signed in counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned has caused this Joint Filing Agreement to be executed as of this 21st day of February, 2022.

	DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG

	By:	dievini Verwaltungs GmbH
		its General Partner

By:	/s/ Dr. Marc Hauser
	Name:	Dr. Marc Hauser
	Title:	Attorney-in-fact

DH-CAPITAL GMBH & CO. KG

By:	BW Verwaltungs GmbH
	its General Partner

By:	/s/ Dr. Marc Hauser
	Name:	Dr. Marc Hauser
	Title:	Attorney-in-fact

OH BETEILIGUNGEN GMBH & CO. KG

By:	OH Verwaltungs GmbH
	its General Partner

By:	/s/ Dr. Marc Hauser
	Name:	Dr. Marc Hauser
	Title:	Attorney-in-fact

DH-LT-INVESTMENTS GMB

By:	/s/ Dr. Marc Hauser
	Name:	Dr. Marc Hauser
	Title:	Attorney-in- Fact

	/s/ Dr. Marc Hauser as attorney-in-fact
	DIETMAR HOPP

	/s/ Dr. Marc Hauser as attorney-in-fact
	OLIVER HOPP

	/s/ Dr. Marc Hauser as attorney-in-fact
	DANIEL HOPP

	/s/ Dr. Marc Hauser as attorney-in-fact
	FRIEDRICH VON BOHLEN UND HALBACH

	/s/ Dr. Marc Hauser as attorney-in-fact
	CHRISTOF HETTICH

	/s/ Dr. Marc Hauser as attorney-in-fact
	MATHIAS HOTHUM

MH-LT-INVESTMENTS GMB

By:	/s/ Dr. Marc Hauser
	Name:	Dr. Marc Hauser
	Title:	Attorney-in- Fact

EX-8 4 ea155980ex-8dievini_cure.htm POOLING AGREEMENT

Exhibit 8

Pool Agreement

on the pooling of shares in
CureVac N.V.

between

dievini Hopp BioTech holding GmbH & Co. KG,
Johann-Jakob-Astor-Str. 57, 69190 Walldorf, Germany

- hereinafter referred to as “dievini” -

and

DH-LT-Investments GmbH,
Opelstrasse 28, 68789 St. Leon-Rot

- hereinafter referred to as “DH-LT” -

dievini and DH-LT hereinafter collectively referred to as
“Pool Members” or in each case individually referred to as a “Pool Member

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Table of contents

Preamble		3
1	Subject of the agreement	4
2	Restrictions on disposal	5
3	Voting rights link	7
4	Shareholder resolutions of the Pool-GbR	8
5	Power of attorney for the pool speaker	10
6	Other obligations of the pool members	11
7	Duration of the pool agreement	11
8	Final provisions	12

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Preamble

(A)

Dievini, registered in the Commercial Register of the Local Court of Mannheim under HRA 700792, and DH-LT, registered in the Commercial Register of the Local Court of Mannheim under HRB 732866, are shareholders in CureVac N.V. with its registered office in Amsterdam (NL), registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under KvK No. 77798031, with business address at Friedrich-Miescher-Strasse 15, 72076 Tübingen (hereinafter the “Company”). The share capital of the Company is divided into 180,460,565 registered shares with a nominal value of EUR 0.12 per share. The Company is listed on NASDAQ Global Market (New York, USA).

(B)

In detail, the pool members hold the following total number of shares:

	Shareholder	Number of shares		Participation in % (rounded)		Total participation in % (rounded)
1	dievini		79,071,190		43.82		43.82
2	DH-LT		7,368,500		4.08		4.08

All shares listed in the above overview are subject to this Pooling Agreement.

(C)

The shares of the pool members which are subject to this Agreement therefore together amount to approx. 47.90% of the total share capital of the Company. Accordingly, DH-LT holds approx. 8.52% and dievini approx. 91.48% of the pool capital which is bound to the provisions of this Pool Agreement.

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(D)

As DH-LT directly holds less than 25% of the share capital of the Company, the shares held by DH-LT for inheritance tax purposes currently belong to the administrative assets within the meaning of Sec. 13b (4) no. 2 ErbStG. In order to achieve the preferential treatment for inheritance tax purposes and to avoid the qualification of the shares of DH-LT as administrative assets pursuant to Sec. 13b (4) no. 2 ErbStG, the pool members hereby conclude the agreement required by Sec. 13b (1) no. 3 sent. 2 and Sec. 13b (4) no. 2 sent. 2 ErbStG, according to which, in order to secure their joint influence on the Company, they agree and undertake among themselves, in accordance with the following provisions, to dispose of the shares only uniformly or to transfer them exclusively to other shareholders subject to the same obligation and to exercise voting rights uniformly vis-à-vis shareholders that are not bound.

(E)

The objective of this pool agreement is expressly not to restrict the necessary process of opinion-forming, but rather to shift this necessary opinion-forming process into the circle of the pool members. Accordingly, the pool members agree to treat the talks and discussions held between them within the pool as confidential. Thereby, the pool members shall be enabled to act in unison after completion of the internal opinion-forming process and to exercise their voting rights uniformly.

This being said, the pool members agree on what follows:

Subject matter of the Agreement

1.1

The provisions of this Pool Agreement shall apply to all shares in the Company or corresponding interests in its universal successor which a pool member directly holds itself at present or in the future (hereinafter referred to as “pool shares”).

1.2

The provisions of this Agreement shall apply to the shares named in clause 1.1, irrespective of how and for what legal reason they were or will be acquired. This also includes shares acquired by a pool member or its legal successor in particular, but not exclusively,

has acquired or will acquire by way of purchase, exchange or contribution,

from a capital increase from company funds or against contributions,

has acquired or will acquire by way of inheritance or by way of an inter vivos transaction, including mixed transactions, free of charge; this shall apply also in particular, but not exclusively, in the event of a repurchase of the shares due to the exercise of a contractually agreed or statutory right of revocation, rescission, reclaim or other similar right.

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1.3

With regard to the pool shares, the pool members shall form a civil-law partnership without joint ownership and without fractional ownership (hereinafter referred to as “Pool-GbR”). The purpose of the Pool-GbR shall be to pool the interests of the Pool members in order to secure the influence of the Pool members in the Company, in particular by uniform voting of the Pool shares which are subject to this Pool Agreement on all resolutions to be adopted and elections to be held and/or other decisions to be made at the annual general meeting of the Company.

1.4

The pool shares shall remain the property of the pool members and shall continue to belong to them personally. In particular, the Pool Shares shall not become joint assets of the pool partnership and do not establish joint fractional ownership of the Pool Members or an authority of disposal of the Pool GbR.

1.5

Each Pool Member shall immediately notify the other Pool Members of any changes regarding the Pool Shares held by it.

Restrictions on Disposal

2.1

The Pool Members undertake among themselves to dispose of the pool shares only uniformly in accordance with the following provisions or to transfer them exclusively to shareholders that are subject to the same obligation.

2.2

This obligation shall apply to all types of disposals and shall also include the disposal (assignment) and encumbrance of the Pool Shares against payment or free of charge.

2.3

Generally, Pool Shares may only be disposed of, if the Pool Members have approved the disposal by resolution with a simple majority of the votes cast prior to its execution. The Pool Member wishing to dispose of the shares has the right to vote on the corresponding resolution of the Pool Members. The consent may be withheld, in particular, if after the disposal, the remaining Pool Members with the Pool Shares held by them will not hold more than 25% of the Company’s share capital.

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2.4

Notwithstanding the foregoing clause 2.3 dispositions to other Pool Members shall not require consent. This shall also apply to disposals to descendants and (current or former) spouses of the Pool Member willing to make such disposals, as well as to disposals to shareholders and/or affiliated companies within the meaning of Section 15 of the German Stock Corporation Act (AktG), if such persons (or companies) will adhere to this Pool Agreement with the Pool Shares concerned.

2.5

In the cases falling under the foregoing clause 2.4 the respective Pool Member willing to dispose is hereby authorized, under release from all restrictions of Section 181 German Civil Code (BGB), to conclude an agreement with the acquirer pursuant to clause 2.4 regarding the latter’s accession to this Pool Agreement on behalf of the other Pool Members. This power of attorney shall also apply in the event that the respective Pool Member willing to dispose will itself withdraw from the Pool Agreement as a result of the disposition and shall also include the representation of all Pool Members in connection with the withdrawal of the Pool Member willing to dispose from the Pool Agreement. The power of attorney may only be revoked for good cause by written declaration to the respective Pool Member.

2.6

The Pool Members undertake among themselves to dispose of the Pool Shares only and only when the respective acquirer has previously acceded to this Pool Agreement with the Pool Shares by written declaration to all Pool Members in compliance with the respective inheritance tax regulations.

2.7

Any further restrictions on disposal, rights of first refusal and rights of first offer under the articles of association of the Company or shareholders’ agreements, in particular the shareholders’ agreement relating to share portfolios between Kreditanstalt für Wiederaufbau, dievini and Mr. Dietmar Hopp (hereinafter the “Federal Agreement”) shall remain unaffected by this Pool Agreement.

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2.8

Should a future interpretation of Section 13b (1) no. 3 sent. 2 ErbStG or Section 13b (4) no. 2 sent. 2 ErbStG (or their successor provisions) impose additional requirements with respect to the term “uniform disposal”, the Pool Members already undertake to comply with all minimum statutory requirements which may be stipulated by Section 13b (1) no. 3 sent. 2 ErbStG and Section 13b (4) no. 2 sent. 2 ErbStG or any future applicable provision. Should the currently applicable provisions of Sec. 13b (1) no. 3 sent. 2 ErbStG or Sec. 13b (4) no. 2 sent. 2 ErbStG (or their successor provisions) be abolished in the future, so that a pool agreement is no longer required to achieve the preferential treatment of the Pool Shares in the Company for inheritance tax purposes or to avoid the qualification of the Pool Shares as administrative assets, the Pool Agreement shall remain unaffected thereby until it is expressly cancelled.

Voting Rights Restriction

3.1

The Pool Members undertake among themselves to exercise their rights to make proposals or vote stemming from the Pool Shares only uniformly or to abstain uniformly from voting on all resolutions of the shareholders of the Company and vis-à-vis all shareholders who are not Pool Members in accordance with the following provisions.

3.2

Prior to every resolution of the shareholders of the Company, the Pool Members shall decide on how their rights to make proposals and vote as shareholders in the Company stemming from the Pool Shares shall be exercised with regard to the individual items on the agenda of the respective shareholders’ meeting of the Company.

3.3

All pool members shall be obligated with respect to the Pool Shares to vote on resolutions of the shareholders of the Company in accordance with the resolution adopted by the Pool Members, irrespective of whether and in what sense they have voted in the resolution of the Pool Members and irrespective of whether or not they were present, i.e. appeared or were represented, at the resolution of the Pool Members. If the majority required to cast a “yes” vote was not achieved in the corresponding resolution of the Pool Members, each Pool Member shall be obliged to vote “no” in the respective shareholders’ meeting of the Company with their respective Pool Shares. The aforementioned voting obligation shall not apply to a Pool Member if such Pool Member is excluded from voting in the corresponding vote.

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3.4

Should the future interpretation of section 13b (1) no. 3 sentence 2 ErbStG or section 13b (4) no. 2 sentence 2 ErbStG (or any successor provisions thereof) impose more extensive requirements on the term “uniform exercise of voting rights”, the pool members already undertake to comply with all minimum statutory requirements provided for by section 13b (1) no. 3 sentence 2 ErbStG and section 13b (4) no. 2 sentence 2 ErbStG or any future relevant provision. Should the currently applicable provision of Sec. 13b (1) No. 3 sentence 2 ErbStG or Sec. 13b (4) No. 2 sentence 2 ErbStG (or their successor provisions) be abolished in the future, so that a pooling agreement is no longer required to achieve the preferential treatment of the pool shares in the Company for inheritance tax purposes or to avoid the qualification of the pool shares as administrative assets, the pooling agreement shall remain unaffected by this until it is expressly abolished.

Shareholder resolutions of the Pool-GbR

4.1

The Pool Members as shareholders of the Pool GbR shall decide by way of resolution on the matters of the Pool GbR assigned to them by law or by this Pool Agreement.

4.2

Each Pool Member shall have the right to convene shareholders’ meetings of the Pool-GbR. The shareholders’ meeting shall be convened in writing, by fax or by e-mail, stating the place, date, time and agenda of the meeting. The convocation period shall be at least ten days between the dispatch of the convocation and the date of the meeting.

4.3

Resolutions of the Pool-GbR shall be adopted in shareholders’ meetings of the Pool-GbR. Provided that there are no mandatory statutory provisions or provisions of the articles of association or of the partnership agreement to the contrary, resolutions of the pool GbR may also be adopted in writing, by circulation procedure, by letter, fax, e-mail, orally, by telephone, in particular by telephone or videoconference or by broadcast, or by combined procedures, if all pool members participate in the relevant adoption of the resolution. A pool member shall also have participated in the vote if it abstains or is represented. Resolutions passed orally or by telephone must be confirmed in writing (fax or e-mail is sufficient) by a pool member.

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4.4

Resolutions of the pool members are generally adopted by a simple majority of the votes cast. Each pool share grants one vote.

4.5

If all pool members participate in the adoption of resolutions, resolutions may also be adopted if the regulations applicable to the convocation, announcement and holding of shareholders’ meetings of the pool GbR have not been complied with.

4.6

The shareholders’ meeting shall constitute a quorum if at least half of the total existing votes are present. If the quorum referred to in the foregoing sentence is not present, a second shareholders’ meeting with the same agenda shall be convened within one week, again observing the convocation period and form pursuant to Clause 4.2. If a shareholders’ meeting deals with items which are also on the agenda of the shareholders’ meeting of the company, the second shareholders’ meeting shall be convened, irrespective of the notice period and form of convocation pursuant to Clause 4.2 no later than the day before the shareholders’ meeting of the Company. This shareholders’ meeting shall then constitute a quorum irrespective of the votes present. This legal consequence shall be pointed out in the second invitation.

4.7

Each pool member may be represented at the shareholders’ meeting by members of its corporate bodies or its own employees, another pool member, a lawyer, auditor or tax advisor. The right to attend in person shall remain unaffected thereby. The power of attorney must be issued in writing (fax is sufficient).

4.8

For resolutions of the pool members concerning the uniform exercise of voting rights from the pool shares, the voting bans applicable to the Company under the articles of association and applicable laws as well as those provided for in shareholders’ agreements, in particular the Federal Agreement, shall be observed accordingly, even if a pool spokesperson pursuant to Clause 4.9 exercises the voting right of the Pool-GbR. Any qualified majorities required for the adoption of resolutions at the level of the Company under the articles of association, shareholders’ agreements, in particular the Federal Agreement, or by applicable law shall also be observed for the adoption of resolutions by the pool members.

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4.9

The pool members shall elect a pool spokesperson (hereinafter referred to as the “pool spokesperson”) who shall, in particular, convene the shareholders’ meetings, chair them, determine the voting procedure, prepare and announce resolutions and represent the Pool-GbR in accordance with the provisions of this Agreement vis-à-vis third parties, in particular at the shareholders’ meeting of the Company. A new pool spokesperson shall be elected every two years. The Pool Members hereby appoint dievini, represented by its general partner, dievini Verwaltungs GmbH, registered in the Commercial Register of the Local Court of Mannheim under HRB 701940, which is represented by its managing directors in the required number for representation as the first Pool Spokesperson.

4.10

For purposes of proof, but not as a requirement for effectiveness, minutes of the results of all resolutions of the Pool Members shall be prepared in German, signed by the Pool Spokesperson as keeper of the minutes and included in the business records of the Pool-GbR. The pool spokesperson shall immediately notify the results of the resolutions to all Pool Members.

4.11

Objections to the validity of resolutions may only be asserted by way of legal action within one month of dispatch of the minutes of the resolution. After expiry of this deadline, any deficiency of the resolution of the Pool-GbR shall be deemed to have been remedied.

Power of attorney for the pool speaker

5.1

All pool members hereby grant the respective acting Pool Spokesperson power of attorney with release from all restrictions of Section 181 of the German Civil Code (BGB) to exercise their voting rights from their Pool Shares at the shareholders’ meetings of the Company and to represent them at such shareholders’ meetings. The proxy holder shall cast the votes in accordance with the resolution on the uniform exercise of voting rights at shareholders’ meetings of the Company; in this respect, the proxy holder shall not be obliged to follow instructions from the principal that deviate from such resolution. The pool members are obliged to repeat the power of attorney in writing after each election of a pool spokesperson; each new pool member is obliged to issue a corresponding written power of attorney without undue delay.

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5.2

The power of attorney does not affect the right of the principal to participate and vote himself in the shareholders’ meeting of the Company. The participation of the principal or the revocation of the power of attorney does not affect the obligation to vote uniformly.

Further obligations of the Pool Members

The Pool Members undertake to act in every respect in accordance with the contents of the Federal Agreement, which are known to them, and not to perform any act or refrain from performing any act which jeopardizes, complicates or renders unenforceable this Agreement, its purposes and its contents. In particular, the Pool Members shall take these obligations into account when convening, announcing and holding shareholders’ meetings and when adopting resolutions of the Pool-GbR.

Term of the Pool Agreement

7.1

This Pool Agreement and thus the participation in the Pool-GbR shall become effective as of the date of signing. The Pool Agreement is concluded for an indefinite term.

7.2

The Pool Agreement may be terminated with ten (10) days’ notice to the end of each month, however, for the first time with effect as of January 31, 2022.

7.3

The aforementioned right of a termination without cause shall remain unaffected, even if, with regard to the Pool Shares of one or more Pool Members, prior to the notice of termination an event triggering inheritance or gift tax has occurred in connection with which the benefit available under the relevant inheritance tax provisions (currently under Sections 13a, 13b, 19a of the German Inheritance Tax Act (ErbStG) or a comparable successor provision) has been claimed and the benefit could fall away as a result of the termination.

7.4

In addition, the Pool Agreement may be terminated (without notice) for good cause.

7.5

Notice of termination must be given in writing and addressed to all other pool members.

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7.6

The terminating Pool Member shall cease to be a party to the Pool Agreement at the time the termination becomes effective and the Pool Agreement shall be continued with the remaining Pool Members. To the extent legally permissible, the termination may also be limited to individual Pool Shares, with the consequence that, upon the termination becoming effective, the Pool Shares affected by the termination shall be withdrawn from this Pool Agreement and thus from the Pool-GbR and the remaining Pool Shares held by the terminating Pool Member shall remain bound by this Pool Agreement and thus to the Pool-GbR without any change or interruption.

7.7

If insolvency proceedings are opened against the assets of a Pool Member or if the opening of such proceedings is rejected for lack of assets, the remaining Pool Members may resolve to exclude the Pool Member from the Pool Agreement, which then shall be continued with the remaining Pool Members. The Pool Member affected by the insolvency shall have no voting rights in this respect. The rights of the affected Pool Member shall be suspended; the obligations under this Pool Agreement shall remain in effect.

7.8

A Pool Member shall withdraw from the Pool Agreement if he is no longer a shareholder of the Company. In this case the Pool Agreement is continued with the remaining Pool Members and, if applicable, the successor of the Pool Member who has withdrawn.

7.9

The termination by Pool Members or a cancellation of this Pool Agreement shall not trigger any payment obligations between the Pool Members or between them and the Pool-GbR. This shall apply in particular, but not exclusively, in the event of a discontinuation of the tax credit or any other corresponding benefit due to the termination or cancellation.

Final provisions

8.1

There exist no ancillary or side agreements between the Pool Members regarding the subject matter of this Agreement. Any previous agreements between the Pool Members regarding the subject matter of this Agreement shall be cancelled upon this Agreement becoming effective.

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8.2

The Pool Members agree that this Pool Agreement shall always be interpreted in such a way that - as far as possible - it meets the requirements of Section 13b (1) no. 3 sent. 2 ErbStG and Section 13 (4) no. 2 sent. 2 ErbStG in their respective valid versions (or their successor provisions). If necessary, the Pool Members shall adapt this Agreement to the latest statutory requirements of the Inheritance and Gift Tax Act with regard to Pool Agreements within the meaning of Section 13b ErbStG.

8.3

If any provision of this Agreement is or becomes void, invalid or unenforceable, this shall not affect the validity and enforceability of the remaining provisions of this Agreement. The void, invalid or unenforceable provision shall, to the extent permitted by law, be deemed to be replaced by such valid and enforceable provision as comes closest to the economic purpose pursued by the void, invalid or unenforceable provision. The same shall apply to the filling of gaps in this Agreement.

8.4

The Pool Members confirm that, even in the event of nullity, invalidity or unenforceability, they nevertheless want the economic result of this Pool Agreement to occur and continue (Section 41 AO).

8.5

Amendments, supplements and the cancellation of this Agreement shall be made in writing, unless a stricter form is required by law. The requirement of the written form can only be waived by written agreement.

8.6

Except as otherwise provided in this Agreement, all costs, expenses and fees, charges and taxes incurred by a Pool Member in connection with the preparation, negotiation, signing and execution of this Agreement and the transactions contemplated hereby, including all consulting fees, shall be borne by such Pool Member.

8.7

This Agreement shall be governed exclusively by the laws of the Federal Republic of Germany.

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St. Leon, the September 24, 2021

dievini Hopp BioTech holding GmbH & Co. KG

By:	/s/ Christof Hettich
Name:	Christof Hettich
Title:	managing director

dievini Hopp BioTech holding GmbH & Co. KG

By:	/s/ Friedrich von Bohlen und Halbach
Name:	Friedrich von Bohlen und Halbach
Title:	managing director

St. Leon, the September 24, 2021

DH-LT-Investments GmbH

By:	/s/ Dietmar Hopp
Name:	Dietmar Hopp
Title:	managing director

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EX-9 5 ea155980ex-9dievini_cure.htm ACCESSION AGREEMENT

Exhibit 9

Information identifying certain issuers has been excluded from this exhibit because it is both not material and is the type that the Reporting Persons treat as private or confidential.

Accession Agreement

between

dievini Hopp BioTech holding GmbH & Co. KG,
Johann-Jakob-Astor-Str. 57, 69190 Walldorf, Germany

- hereinafter referred to as “dievini” -

and

DH-LT-Investments GmbH,
Opelstrasse 28, 68789 St. Leon-Rot

- hereinafter referred to as “DH-LT” -

and

MH-LT-Investments GmbH,
Bürgermeister-Willinger-Strasse 3, 69190 Walldorf

- hereinafter referred to as “MH-LT” -.

dievini, DH-LT, and MH-LT hereinafter jointly referred to as the
“Parties” or each individually referred to as a “Party”.

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Preamble

(A)

dievini Hopp BioTech holding GmbH & Co. KG, registered in the commercial register of the Local Court of Mannheim under HRA 700792 (“dievini”), and DH-LT-Investments GmbH, registered in the Commercial Register of the Local Court of Mannheim under HRB 732866 (“DH-LT”), are shareholders of

[...] and

CureVac N.V. with its registered office in Amsterdam (NL), registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under KvK No. 77798031, business address Friedrich-Miescher-Strasse 15, 72076 Tübingen, Germany (hereinafter “CureVac”), listed on the NASDAQ Global Market (New York, USA).

(B)

MH-LT, registered in the Commercial Register of the Local Court of Mannheim under HRB 723293, intends to also hold shares in [...], [...] and CureVac (hereinafter collectively the “Companies” and individually the “Company”) in the near future.

(C)

The share capital of [...] amounts to EUR [...] and is divided into [...] bearer shares with a nominal value of EUR 1.00 per share. In order to secure their sustained influence over [...], dievini and DH-LT entered into an agreement on September 23, 2021 to align their interests with respect to [...] and to ensure a uniform exercise of their rights (“Pool Agreement […]”). The pool members form a pool GbR. Dievini also holds shares that are not subject to the Pool Agreement [...]. Specifically, the pool members hold shares in the following total number of shares which are subject to the Pool Agreement [...]:

	Shareholder	Number of shares		Participation in % (rounded)
1	dievini		[...]		[...]
2	DH-LT		[...]		[...]

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In the future, the pool members will hold the following aggregate number of shares which are subject to the [...] Pool Agreement:

	Shareholder	Number of shares		Participation in % (rounded)
1	dievini		[...]		[...]
2	DH-LT		[...]		[...]

In the future, MH-LT will hold the following aggregate number of shares in [...]:

Shareholder

Depot

Number of
shares

Participation
in %
(rounded)

Total
participation
in %
(rounded)

MH-LT

Deposit no. […] with […]

[...]

The shares listed in line 1 of the above overview to be held in the future by MH-LT shall be subject to this Accession Agreement. Therefore, the [...] shares to be held by MH-LT in the future (“MH-LT Shares-[...]”) shall be subject to this Accession Agreement.

The shares of the Parties which in the future shall be subject to the Pool Agreement [...] shall therefore together amount to approx. [...] % of the total share capital of [...]. Accordingly, MH-LT shall be entitled to approx. [...] % of the pool capital that is subject to the Pool Agreement [...], while DH-LT shall be entitled to approx. [...] % and dievini to approx. [...] %.

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(D)

The share capital of [...] is divided into [...] registered shares with a nominal value of EUR [...] each. In order to secure their sustained influence over [...], dievini and DH-LT entered into an agreement on September 23, 2021 to align their interests with respect to [...] and to ensure the uniform exercise of their rights (“[...] Pool Agreement”). The pool members form a pool GbR. Specifically, the pool members hold the following aggregate number of shares:

	Shareholder	Number of shares		Participation in % (rounded)
1	dievini		[...]		[...]
2	DH-LT		[...]		[...]

In the future, the pool members will hold the following aggregate number of shares which are subject to the [...] pool agreement:

	Shareholder	Number of shares		Participation in % (rounded)
1	dievini		[...]		[...]
2	DH-LT		[...]		[...]

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In the future, MH-LT will hold the following aggregate number of shares in [...]:

Shareholder

Depot

Number of
shares

Participation
in %
(rounded)

Total
participation
in %
(rounded)

MH-LT

Deposit no. […] with […]

[...]

The shares listed in line 1 of the above overview to be held in the future by MH-LT shall be subject to this Accession Agreement. Therefore, the [...] shares to be held by MH-LT in the future (“MH-LT-Shares-[...]”) shall be subject to this Accession Agreement.

The shares of the Parties which in the future shall be subject to the [...] Pool Agreement shall therefore together amount to approx. [...] % of the total share capital of [...]. Accordingly, MH-LT shall be entitled to approx. [...] % of the pool capital that is subject to the [...] Pool Agreement, while DH-LT shall be entitled to approx. [...] % and dievini to approx. [...] %.

(E)

The share capital of CureVac is divided into 186,952,406 registered shares with a nominal value of EUR 0.12 per share. In order to secure their sustained influence over CureVac, dievini and DH-LT have entered into an agreement on September 24, 2021 to align their interests with respect to CureVac and to ensure a uniform exercise of their rights (“Pool Agreement CureVac”). Specifically, the pool members hold shares in the following aggregate number of shares:

	Shareholder	Number of shares		Participation in % (rounded)
1	dievini		78,362,024		41.92
2	DH-LT		7,368,500		3.94

In the future, the pool members will hold the following aggregate number of shares which are subject to the pool agreement CureVac:

	Shareholder	Number of shares		Participation in % (rounded)
1	dievini		76,766,520		41.06
2	DH-LT		7,368,500		3.94

In the future, MH-LT will hold the following aggregate number of shares in CureVac:

Shareholder

Depot

Number of
shares

Participation
in %
(rounded)

Total
participation
in %
(rounded)

MH-LT

Deposit no. [...] with [...]

1,595,504

0.85

The shares listed in line 1 of the above overview to be held in the future by MH-LT shall be subject to this Accession Agreement. Therefore, the 1,595,504 shares to be held by MH-LT in the future (“MH-LT-Shares- CureVac “) shall be subject to this Accession Agreement.

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The shares of the Parties which in the future shall be subject to the pool agreement CureVac shall therefore together amount to approx. 45.85% of the total share capital of CureVac. Accordingly, MH-LT shall be entitled to approx. 1.85 % of the pool capital that is subject to the pool agreement CureVac, while DH-LT shall be entitled to approx. 8.59% and dievini to approx. 89.55 %.

(F)

As MH-LT will directly hold less than 25% of the share capital of each of the companies, the shares held by them will in each case form part of the administrative assets within the meaning of Sec. 13b (4) no. 2 ErbStG for inheritance tax purposes. In order to achieve the preferential treatment for inheritance tax purposes and to avoid the qualification of the shares of MH-LT as administrative assets pursuant to Sec. 13b (4) no. 2 ErbStG, the Parties shall make the arrangements required by Sec. 13b (1) no. 3 sent. 2 and Sec. 13b (4) no. 2 sent. 2 ErbStG, according to which, in order to secure their joint influence on the companies, they agree and undertake among themselves in accordance with the following provisions to only jointly dispose of their shares or to transfer them exclusively to other partners or shareholders subject to the same obligation and to exercise voting rights uniformly vis-à-vis non-bound partners and shareholders.

(G)

MH-LT wishes to subject the MH-LT Shares-[...], the MH-LT Shares-[...] and the MH-LT Shares-CureVac to the provisions of the Pool Agreement [...], the Pool Agreement [...] and the Pool Agreement CureVac, respectively (hereinafter collectively “Pool Agreements”). The respective accessions to the existing Pool Agreements are also made in order to allow MH-LT to participate in the inheritance tax benefits of the pooled shares. dievini and DH-LT intend to agree to these accessions to the Pool Agreements.

Having said this, the parties agree as follows:

Accession to the pool agreements

1.1

MH-LT shall accede to the Pool Agreement [...] with the MH-LT Shares-[...] or corresponding participations in the universal successor to [...] as well as all shares in [...] which MH-LT will directly hold in the future that are not excluded in this Agreement.

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1.2

1.3

MH-LT shall accede to the Pool Agreement CureVac with the MH-LT Shares- CureVac or corresponding participations in the universal successor to CureVac as well as all shares in CureVac which MH-LT will directly hold in the future that are not excluded in this Agreement.

1.4

dievini and DH-LT each unanimously and fully approve these accessions.

1.5

Except as otherwise provided in this Accession Agreement, this does not cause any change to the Pool Agreements.

Term of the Pool Agreements

2.1

The Parties hereby unanimously agree that the Pool Agreements may each be terminated without cause with ten (10) days’ notice to the end of each month, but for the first time as of August 31, 2022.

2.2

Section 6.2 of the Pool Agreement [...], Section 6.2 of the Pool Agreement [...] and Section 7.2 of the Pool Agreement CureVac are therefore expressly amended and modified to this effect.

Pool resolution according to the Pool Agreement [...]

Waiving all contractual and statutory provisions regarding the convening, announcement and holding of a shareholders’ meeting of the Pool GbR with respect to [...] (in particular convocation periods, formal and procedural requirements), all Pool Members pursuant to the Pool Agreement [...] hereby resolve the followings:

The transfer and assignment to MH-LT of [...] out of the [...] shares in [...] held by dievini, which are subject to the Pool Agreement [...], is approved; in particular, the consent required under clause 2 of the Pool Agreement [...] is granted.

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No further resolutions are passed.

Pool resolution according to the pool agreement [...]

The transfer and assignment of [...] out of the [...] shares in [...] held by dievini, which are subject to the [...] Pooling Agreement, to MH-LT is approved; in particular, the consent required under clause 2 of the Pool Agreement [...] is granted.

No further resolutions are passed.

Pool resolution according to the Pool Agreement CureVac

Waiving all contractual and statutory provisions regarding the convening, announcement and holding of a shareholders’ meeting of the Pool GbR with respect to CureVac (in particular convocation periods, formal and procedural requirements), all Pool Members pursuant to the Pool Agreement CureVac hereby resolve the followings:

The transfer and assignment of 1,595,504 out of the 78,362,024 shares in CureVac held by dievini, which are subject to the Pool Agreement CureVac, to MH-LT is approved; in particular, the consent required under clause 2 of the Pool Agreement CureVac is granted.

No further resolutions are passed.

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St. Leon, the February 10, 2022

dievini Hopp BioTech holding GmbH & Co. KG

By:	/s/ Dietmar Hopp
Name:	Dietmar Hopp
Title:	managing director

St. Leon, the February 10, 2022

DH-LT-Investments GmbH

By:	/s/ Dietmar Hopp
Name:	Dietmar Hopp
Title:	managing director

St. Leon, the February 10, 2022

MH-LT-Investments GmbH

By:	/s/ Mathias Hothum
Name:	Mathias Hothum
Title:	managing director

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