x200B; ​ CureVac N.V. Unaudited Interim Condensed Consolidated Financial Statements As of

0.620.082022-03-31--12-312022Q10001809122false0000000000000.12

Unaudited Interim Condensed Consolidated Financial

As of March 31, 2022 and for the three months ended

March 31, 2022 and 2021

Interim Condensed Consolidated Statements of Operations and

Other Comprehensive Income (Loss)

Interim Condensed Consolidated Statements of Financial Position

Interim Condensed Consolidated Statements of Changes in Shareholders' Equity

for the three months ended March 31, 2022 and 2021

Interim Condensed Consolidated Statements of Cash Flows

1. Corporate Information

CureVac N.V. ( CureVac or CV or the Company ) is the parent company of CureVac Group ( Group ) and, along with its subsidiaries, is a global biopharmaceutical company developing a new class of transformative medicines based on the messenger ribonucleic acid (mRNA) that has the potential to improve the lives of people.

The Company is incorporated in the Netherlands and is registered in the commercial register at the Netherlands Chamber of Commerce under RSIN 861149336. The Company's registered headquarters is Friedrich-Miescher-Strasse 15, 72076 Tuebingen, Germany. During 2021 until now, Dievini Hopp BioTech holding GmbH & Co. KG (dievini), which is an investment company dedicated to the support of companies in health and life sciences, is the largest shareholder of CureVac. Together with its related parties, dievini has held shares and voting rights in CureVac between appr. 46 49 % during that period. dievini is thus considered to be the de facto parent of the Group. Dietmar Hopp, Daniel Hopp and Oliver Hopp are the ultimate controlling persons (of the main shareholders) of dievini, and, therefore, control the voting and investment decisions of dievini.

2. Basis of preparation

The interim condensed consolidated financial statements for the three months ended March 31, 2022 have been prepared in accordance with IAS 34 Interim Financial Reporting.

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Group's annual consolidated financial statements as at December 31, 2021 and 2020 and for the three years in the period ended December 31, 2021. The interim condensed consolidated financial statements were authorized by the Management Board for presentation to the Supervisory Board on May 25, 2022. The Group's interim condensed consolidated financial statements are presented in Euros ( EUR ). Unless otherwise stated, amounts are rounded to thousands of Euros, except per share amounts.

New standards, interpretations and amendments adopted by the Group

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended December 31, 2021. The new and amended standards and interpretations applied for the first time as of January 1, 2022, as disclosed in the notes to the consolidated financial statements as at December 31, 2021, had no impact on the interim condensed consolidated financial statements of the Group as of and for the three months ended March 31, 2022. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Impact of COVID-19 and the Russia-Ukraine Conflict

As the Group is currently devoting significant resources to the development of COVID vaccines, such development may impair the ability to timely progress other product candidates in clinical trials or into clinical trials from their current preclinical stage. In addition, enrollment in other programs may be delayed as a result of the COVID-19 pandemic and could have a negative impact on revenue recognition related to non-COVID-19 collaborations. For instance, the Group's flu program with Bill & Melinda Gates Foundation was delayed. The partial disruption, even temporary, may negatively impact the Company's operations and overall business by delaying the progress of its clinical trials and preclinical studies. The Group's operations, including research and manufacturing, could also be disrupted due to the potential of the impact of staff absences as a result of self-isolation procedures or extended illness. However, the Group has taken a series of actions aimed at safeguarding its employees and business associates, including implementing a work-from-home policy for employees except for those related to its laboratory and production operations. The Group is running COVID antigen tests on a weekly basis for employees on the premises.

The ongoing military conflict between Russia and Ukraine has not and is not expected to have a material direct or indirect effect on the Group's operations or financial condition: however, the Group is currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. The Group's business, financial condition and results of operations could be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.

3. Notes to the consolidated financial statements

3.1 Revenue from contract with customers

The Group recognized the following revenues:

Of these revenues, all of which were recognized over time as part of collaboration agreements, during the three months ended March 31, 2022 EUR 18,243k (2021: EUR 7,653k) related to (i) delivery of research services combined with an IP license (recognized from the upfront payments as further illustrated in the table below) and (ii) related to the reaching of a milestone, EUR 103k (2021: EUR 1,039k) related to delivery of products and EUR 6,027k (2021: EUR 1,338k) were recognized from those research and development services considered distinct within the agreements.

In the three months ended March 31, 2022, EUR 23,746k in revenue was recognized under the collaboration agreements with GSK, entered into in July 2020, for the research, development, manufacturing and commercialization of mRNA-based vaccines and monoclonal antibodies targeting infectious disease pathogens ( GSK I ) and in April 2021 for to research, develop and manufacture next-generation mRNA vaccines targeting the original SARS-CoV-2 strain as well as emerging variants, including multivalent and monovalent approaches, such as the CureVac's second-generation COVID-19 vaccine candidate, CV2CoV ( GSK II ). In the first quarter of 2022, the Company reached a development milestone of EUR 10,000k related to GSK I. Therefore, revenue for the three months ending March 31, 2022 also includes recognition of EUR 4,725k of the milestone amount. The remaining EUR 5,275k of the milestone amount is deferred as contract liability and will be recognized into revenue through the estimated completion date of Phase 1 clinical trials, at which time GSK will be responsible for further development and commercialization. In the three months ended March 31, 2021, revenue primarily consisted of EUR 9,071k recognized from the upfront payments under the collaboration with GSK I.

The Group has received upfront payments which were initially deferred and are subsequently recognized as revenue as the Group renders services over the performance period. Below is a summary of such payments and the related revenues recognized:

* Translated at the currency exchange rate prevailing on the transaction date.

Trade receivables are non-interest bearing and are generally settled within 30 to 45 days. The contract liabilities contain upfront payments and milestone payments from Collaboration agreements.

The cost of sales consists of the following:

During the three months ended March 31, 2022, cost of sales mainly increased compared to the same period of 2021 due to increased write-offs for raw materials, which were procured for manufacture into products to sell to GSK are now no longer expected to be purchased.

3.3 Selling and distribution expenses

Selling and distribution expenses consist of the following:

Personnel expenses mainly include salary and salary-related expenses, during the three months ended March 31, 2022 of EUR 129k (March 31, 2021: 222k) and share-based payment expense of EUR 68k (March 31, 2021: 65k).

3.4 Research and development expenses

R&D expenses consists of the following:

During the three months ended March 31, 2022, research and development expenses decreased in comparison to the same period of 2021. The reason is that 2021 was highly impacted by the Group s CVnCoV program. In prior year, these expenses consist primarily of cost incurred to CROs involved in the CVnCoV development as well as materials used in the administration of clinical trials. As a result of renegotiations, the estimated outstanding costs for the CVnCoV studies decreased resulting in reversal of provision for onerous contracts in the amount of EUR 6,800k, resulting in an overall gain within Third-party services. Additionally, a net gain for a change in estimate in the contract termination provisions resulted primarily of GSK taking over, from the Group, committed capacity at Novartis (see Note 3.6 for additional information). Further, the three months ended in March 2022 were impacted by further write-off of inventory. As of March 31, 2022, the Group had no development expenditures which met the requirements for capitalization and thus none have been capitalized. Under the grant from BMBF, in 2021 the Group earned income (recognized in other operating income) for certain eligible expenses incurred for COVID-19 vaccine development; refer to Note 3.6 for more information on amounts recognized from this grant in the three months ended March 31, 2021.

Personnel expenses mainly include salary and salary-related expenses, during the three months ended March 31, 2022 of EUR 6,864k (March 31, 2021: EUR 5,333k) and share-based payment expense of EUR 190k (March 31, 2021: 286k).

3.5 General and administrative expenses

General and administrative expenses consist of the following:

Personnel expenses mainly include salary and salary-related expenses, during the three months ended March 31, 2022, of EUR 7,803k (March 31, 2021: EUR 5,306k) and share-based payment expense of EUR 1,978k (March 31, 2021: EUR 3,787k). During the three months ended March 31, 2022, third-party services expenses decreased, compared to the same period of 2021, mainly due to less consulting services. The increase in Other mainly result from insurance costs of EUR 1,383k, mainly related to the D&O insurance (March 31, 2021: EUR 1,244k).

3.6 Other operating income

In March 2022, CureVac AG and GlaxoSmithKline Biologicals SA amended and restated the 2020 GSK agreement and the GSK COVID Agreement in connection with GSK entering into a direct agreement with Novartis for use of Novartis as a CMO at the same time as CureVac exits its CMO agreement with Novartis. Additionally, under the restated agreement, CureVac is entitled to further compensation by GSK. The compensations mainly consist of a consideration for set-up activities undertaken by CureVac (EUR 20,500k) and for reimbursement of prepayments (EUR 12,000k), which were recognized in other operating income in the three months ended March 31, 2022. As an additional result of this agreement, certain reserved capacity at Novartis was also taken over from the Group by GSK, which resulted in the reversal of provisions of EUR 25,059k which had been recognized as of December 31, 2021 and the recognition of a corresponding gain in research and development expenses in the three months ended March 31, 2022.

During the three months ended March 31, 2022 and 2021, income from grants with government agencies and similar bodies resulted from the following:

German Federal Ministry of Education and Research (BMBF)

In 2020, the Company received a grant from BMBF to support the development of its COVID-19 vaccine candidate for which it was determined that the arrangement contained two components: a grant component (in the scope of IAS 20) and a supply component (in the scope of IFRS 15). The grant terminated in 2021. With regard to the grant component, during the three months ended March 31, 2021, the Group has recognized grant income in the amount of EUR 16,560k (March 31, 2022: EUR 0).

Coalition for Epidemic Preparedness Innovations (CEPI)

In January 2020, CureVac and CEPI entered into a collaboration to develop a vaccine against the new coronavirus SARS-CoV-2. The aim of the cooperation is to safely advance vaccine candidates into clinical testing as quickly as possible. The agreement builds upon the existing partnership between CureVac and CEPI to develop a rapid-response vaccine platform and included additional initial funding of up to USD 8,300k. In May 2020, CEPI increased its grant award to the Group for SARS-CoV-2 vaccine development to up to USD 15,300k.

For the three months ended March 31, 2022, CureVac recognized the reimbursement by CEPI of approved expenses of EUR 6k (March 31, 2021: EUR 15k) as other operating income . As of March 31, 2022, EUR 1,282k in grant funds received have been deferred and are presented within other liabilities (December 31, 2021: EUR 1,288k).

Bill & Melinda Gates Foundation (BMGF)

For the three months ended March 31, 2021, CureVac recognized EUR 63k (March 31, 2021: EUR 191k) from the amortization of the grants on a straight-line basis into other operating income. As of March 31, 2022, EUR 1,816k in grant funds received have been deferred and presented within other liabilities (December 31, 2021: EUR 1,879k).

4. Issued Capital and Reserves

According to the Company's articles of association, the Company's authorized shares are divided into 386,250,000 common shares and 386,250,000 preferred shares, each having a nominal value of EUR 0.12.

As of March 31, 2022, no preferred shares had been issued and all issued common shares issued and outstanding were fully paid.

All payments received from shareholders in excess of the nominal value of the shares issued and net of transaction costs are recognized in capital reserves. Capital reserves also consists of recognition of share-based payments and the equity components of convertible loans. The Company may only make distributions, whether a distribution of profits or of freely distributable reserves, to shareholders to the extent shareholders' equity exceeds the sum of the paid-in and called-up share capital plus any reserves required by Dutch law or by the Company's articles of association.

The number of shares issued and outstanding developed as follows:

5. Share-based payments

During the three months ended March 31, 2022 and 2021, the Group recognized share-based based payments expenses of EUR 2,273k and EUR 4,138k, respectively, as follows:

Three months period ended March 31:

Expense recognized for the equity-settled programs was as follows:

Three months ended March 31:

On November 16, 2020, CureVac granted 266,155 options to the Chief Scientific Officer (CSO). Furthermore, on December 1, 2020, CureVac granted 266,156 options (in 3 tranches) to the company`s Chief Business Officer (CBO) and Chief Commercial Officer (CCO). All grants were made at no cost under the terms of a new long-term incentive plan (LTIP) put in place by Curevac N.V. Options will be settled in shares of Curevac N.V. At March 3, 2022 all grants are vested, but none of the options granted to the CSO and CBO/CCO under the LTIP were exercised at that date.

On July 1, 2021, CureVac granted 20,000 options to the Chief Operations Officer (COO). Furthermore, on August 1, 2021, CureVac granted 30,000 options to the Chief Development Officer (CDO). All grants were made at no cost under the terms of the new long-term incentive plan (LTIP) put in place by Curevac N.V. Options will be settled in shares of Curevac N.V. At March 31, 2022 none of the options granted to the COO and CDO under the LTIP were vested and hence, were not exercisable at that date.

On March 1, 2022, CureVac granted 11,500 options to two key employees. All grants were made at no cost under the terms of the new long-term incentive plan (LTIP) put in place by Curevac N.V. Options will be settled in shares of Curevac N.V. At March 31, 2022 none of the options granted to the COO and CDO under the LTIP were vested and hence, were not exercisable at that date.

The expenses recognized for employee services received under the LTIP during the three months ended March 31, 2022, is in an amount of EUR 1,824k (2020; EUR 3,645k) and is included in general and administrative expenses and sales and marketing expenses.

In 2021, as part of the LTIP program, the group awarded RSUs (restricted stock units) to senior executives as well as supervisory board members. On June 24, 2021, the group awarded 10,956 RSUs to supervisory board members and on December 23, 2021, the group awarded 63,095 RSUs to the executive board and various key employees.

The related RSU expense is recorded in the functional cost category to which the award recipient's costs are classified.

On February 10, 2022, CureVac awarded 5,000 options to the Chief Operations Officer (COO). The related RSU expense is included in general and administrative expenses.

The remaining expense results from additional grants under the New VSOP and continued vesting of grants under the Prior VSOP.

Exercise of share-based payments

Refer to Note 4 regarding the exercise of certain virtual shares during the three months ended March 31, 2022.

For the New VSOP plan, the IPO was a triggering event, by which all outstanding options, under the plan, became exercisable; 78,732 options were exercised within the first quarter of 2022 at a weighted average share price of USD 19.14.

6.1 Intangible assets

During the three months ended March 31, 2022, the Group acquired intangible assets of EUR 448k (three months ended March 31, 2021: EUR 1,587k). The acquisitions during the three months ended March 31, 2022 and 2021 mainly related to licenses, software and prepayments made to acquire those.

6.2 Property, plant and equipment

During the three months ended March 31, 2022, the increase in property, plant and equipment was due primarily to the purchase of technical equipment and machines and other equipment of EUR 22,083k (March 31, 2021: EUR 2,885k) as well as additional amounts

recognized as construction in progress of EUR 20,533k for Company-owned GMP IV facility (EUR 15,794) and equipment physically located at the CMO facilities (EUR 1,925k) and the remaining amount mainly for Company's GMP facilities. The increase was partially offset by EUR 3,800k impairment of equipment located at a CMO facility, which was recognized in cost of sales.

Inventories include the following:

During the three months ended March 31, 2022, the decrease in inventory of EUR 30,043k is due primarily to transfer of inventory to GSK in connection with an agreement in which it entered into with Novartis (see Note 3.6 for additional information) and due to further write-offs as certain raw materials, which had been procured for manufacture into products to sell to GSK, but which are now no longer expected to be purchased.

8. Prepaid expenses and other assets (current)

Prepaid expenses and other current assets as of March 31, 2022 amounted to EUR 72,281k (December 31, 2021: 49,244k) mainly include invoices for the GSK compensation of EUR 42,366k (December 31, 2021; EUR 0k). For more details we refer to note 3.6. In addition, other assets include further prepayments for material in the amount of EUR 4,054k (December 31, 2021:EUR 5,724k) and tax claims against the tax authorities of EUR 17,191 (December 31, 2021: EUR 32,251k). At March 31, 2022, the net amount of VAT is reflected in the other current assets These net amounts of VAT refund claims and VAT payables do not bear interest and are reported to the tax authorities on a monthly basis.

9. Financial assets and financial liabilities

Fair values of cash and cash equivalents, trade receivables, trade payables, and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.