United States securities and exchange commission logo
July 1, 2020
Ingmar Hoerr
Chief Executive Officer
CureVac B.V.
Friedrich-Miescher-Strasse 15
72076
Tubingen
Germany
Re: CureVac B.V.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted June 22,
2020
CIK No. 0001809122
Dear Dr. Hoerr:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Our Company, page 1
1. We note your response
to prior comment 1 and reissue in part with respect to your
description of your
company as a "leading global clinical-stage biopharmaceutical
company." Your response
to comment 1 describes your position in the field of mRNA-
based medicines and
technology, rather than your position relative to other
biopharmaceutical
companies.. We continue to believe that your description as a "leading"
clinical-stage
biopharmaceutical company is not appropriate. Please revise your document
accordingly.
Ingmar Hoerr
FirstName LastNameIngmar Hoerr
CureVac B.V.
Comapany
July 1, 2020NameCureVac B.V.
July 1,2 2020 Page 2
Page
FirstName LastName
Prospectus Summary
Our Product Portfolio, page 3
2. We note your response to comment 8. For product candidates that you
have not yet
identified an indication, please specifically state you have not yet
identified an indication.
Management's Discussion and Analysis
Our Collaborations and Related License Agreements, page 90
3. Refer to the additional disclosure added in response to comment 14.
For each of your
collaboration and license agreements, please revise to disclose
separately the aggregate
amount of potential development, regulatory, and commercial milestone
payments to be
paid or received. For example, clarify on page 90 how much of the $275
million to $368
million in milestones from Genmab relate to development, regulatory
and commercial
milestone payments.
Results of operations
Research and development expenses, page 96
4. With respect to the disclosure added in response to comment 15, we
note a significant
amount of R&D expense is included in the Other Research and
Development Programs
line item. Please confirm that the line item does not include any
costs for key research
and development programs and either delete the heading "Key Programs"
or clarify in the
filing that the heading only relates to CV8102 and CV7202. In this
respect, you state on
page 1 that you are rapidly advancing your mRNA vaccine program
against coronavirus
and you list the vaccine program as a key program on page 96. If these
costs are
significant in future filings, please confirm you will separately
disclose the costs in the
table.
Our Strengths, page 109
5. We note your response to prior comment 20. Please revise your
disclosure regarding the
advantages of mRNA-based medicines over existing treatment modalities
to clarify that
such advantages are potential advantages, as opposed to advantages
that have actually
been realized in approved products.
CVnCoV Phase 1 Clinical Trial, page 155
6. Please update your disclosure to explain the significance of high IgG
titers and the
difference between IgG1 and IgG2a.
2. Significant accounting policies
Revenue recognition, page F-8
7. Refer to your response to our prior comment 26. Please tell us how
much of your 2019
revenues from product sales are recognized over time versus at a point
in time. For
Ingmar Hoerr
CureVac B.V.
July 1, 2020
Page 3
revenue recognized over time, including product sales , disclose the
methods used to
recognize revenue and why the methods used provide a faithful depiction
of the transfer of
goods or services. Refer to paragraph 124 of IFRS 15.
Notes to the Consolidated Financial Statements
Cost of Sales, page F-23
8. We acknowledge the additional disclosure on pages 94 and 95 relating to
your response to
comment 28. Please revise to quantify each significant factor that
resulted in the increase
in cost of sales.
You may contact Rolf Sundwall at 202-551-3105 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Suzanne Hayes at 202-551-3675 with any
other
questions.
Sincerely,
FirstName LastNameIngmar Hoerr
Division of
Corporation Finance
Comapany NameCureVac B.V.
Office of Life
Sciences
July 1, 2020 Page 3
cc: Richard D. Truesdell, Jr.
FirstName LastName
