Form SCHEDULE 13D/A CureVac N.V. Filed by: GSK plc
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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CureVac N.V. (Name of Issuer) |
Common Shares, par value (euro) 0.12 per share (Title of Class of Securities) |
N2451R105 (CUSIP Number) |
Victoria A. Whyte 79 New Oxford Street, London, X0, WC1A 1DG 44 020 8047 5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/03/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | N2451R105 |
| 1 |
Name of reporting person
GSK plc | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
(1) Common Shares previously reported were held directly by Glaxo Group Limited ("GGL"), an indirect wholly-owned subsidiary of GSK plc.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, par value (euro) 0.12 per share | |
| (b) | Name of Issuer:
CureVac N.V. | |
| (c) | Address of Issuer's Principal Executive Offices:
Friedrich-Miescher-Strasse 15, Tubingen,
GERMANY
, 72076. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends and supplements the statement on Schedule 13D originally filed by GSK plc ("GSK") with the Securities and Exchange Commission on August 13, 2025 (the "Schedule 13D") with respect to the common shares, (euro) 0.12 par value per share (the "Common Shares"), of CureVac N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (the "Issuer"), whose principal executive offices are located at Friedrich-Miescher-Strasse 15, 72076 Tubingen, Germany. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 is the final amendment to the Schedule 13D and constitutes an "exit filing" for GSK. | ||
| Item 2. | Identity and Background | |
| (c) | Item 2(c) of the Schedule 13D is hereby amended by deleting Schedule A in its entirety and replacing it with Schedule A attached hereto to reflect updates to the titles and honorifics of certain directors and executive officers of GSK. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended by adding the following:
Pursuant to the terms of the Tender and Support Agreement, GGL tendered all Common Shares held by it in the Exchange Offer. The Exchange Offer expired as scheduled at 9:00 a.m. Eastern Time on December 3, 2025. The Common Shares held by GGL were accepted for exchange on December 3, 2025. As a result, GSK, through its wholly-owned indirect subsidiary GGL, no longer beneficially owns, or otherwise holds, any securities of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as set forth below:
The responses of GSK to Rows (7) through (13) of the cover pages of this Amendment No. 1 are hereby incorporated by reference in this Item 5(a). | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated as set forth below:
Except as disclosed in this Amendment No.1, neither GSK nor, to the best of its knowledge, any of the persons listed in Schedule A to the Schedule 13D, (i) beneficially owned, or had the right to acquire, any Common Shares, or (ii) had the power to vote or to direct the vote, or to dispose or direct the disposition, of any of the Common Shares. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and restated as set forth below:
Except as disclosed in Item 4, neither GSK nor, to the best of its knowledge, any of the persons listed in Schedule A of the Schedule 13D, has effected any transaction in the Common Shares during the past sixty (60) days. | |
| (e) | December 3, 2025. | |
| 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.
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ATTACHMENTS / EXHIBITS
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