Exhibit 99.1
CureVac N.V.
Interim Condensed Consolidated Statements of Operations and
Other Comprehensive Income (Loss)
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| Three months ended June 30, | Six months ended June 30, | |||||||
| Note | 2023 |
| 2024 |
| 2023 |
| 2024 | ||
(in thousands of EUR, except per share amounts) | (unaudited) | (unaudited) | ||||||||
Revenue | 3.1 | | |
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Cost of sales | 3.2 | ( | ( |
| ( | ( | ||||
Selling and distribution expenses | 3.3 | ( | ( |
| ( | ( | ||||
Research and development expenses | 3.4 | ( | ( |
| ( | ( | ||||
General and administrative expenses | 3.5 | ( | ( |
| ( | ( | ||||
Other operating income | 3.6 | | |
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Other operating expenses | ( | ( |
| ( | ( | |||||
Operating loss |
| ( | ( |
| ( | ( | ||||
Finance income |
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Finance expenses |
| ( | ( |
| ( | ( | ||||
Loss before income tax |
| ( | ( |
| ( | ( | ||||
Income tax benefit/ (expense) | 13 | ( | ( |
| ( | ( | ||||
Net loss for the period |
| ( | ( |
| ( | ( | ||||
Other comprehensive income (loss): |
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Foreign currency adjustments |
| ( | ( | | ( | |||||
Total comprehensive loss for the period | ( | ( | ( | ( | ||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
CureVac N.V.
Interim Condensed Consolidated Statements of Financial Position
| December 31, | June 30, | ||||
| Note |
| 2023 |
| 2024 | |
(in thousands of EUR) | (unaudited) | |||||
Assets |
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Non-current assets |
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Intangible assets and goodwill | 6.1 |
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Property, plant and equipment | 6.2 |
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Right-of-use assets |
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Other assets |
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Deferred tax assets |
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Total non-current assets |
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Current assets |
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Assets held for sale | 7 | | | |||
Inventories | 8 |
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Trade receivables | 3.1 |
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Contract assets | 3.1 |
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Other financial assets | 10 |
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Prepaid expenses and other assets | 9 |
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Current tax assets | 13 | | | |||
Cash and cash equivalents | 10 |
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Total current assets |
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Total assets |
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Equity and liabilities |
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Equity | 4 |
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Issued capital |
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Capital reserve |
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Accumulated deficit |
| ( | ( | |||
Other comprehensive income |
| ( | ( | |||
Total equity |
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Non-current liabilities |
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Lease liabilities | | | ||||
Contract liabilities | 3.1 |
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Total non-current liabilities |
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Current liabilities |
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Lease liabilities |
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Trade and other payables | 11 |
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Provisions | 12 | | | |||
Other liabilities | 12 |
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Income taxes payable |
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Contract liabilities | 3.1 |
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Total current liabilities |
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Total liabilities |
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Total equity and liabilities |
| | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
CureVac N.V.
Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity
for the six months ended June 30, 2024 and 2023
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| Currency |
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Issued | Capital | Treasury | Accumulated | translation | Total | |||||||
(in thousands of EUR) | capital | reserve | Shares | deficit | reserve | equity | ||||||
Balance as of January 1, 2023 |
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| ( | ( |
| ( |
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Net loss |
| — |
| — |
| — |
| ( |
| — |
| ( |
Other comprehensive income (loss) |
| — |
| — |
| — |
| — |
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Total comprehensive income (loss) |
| — |
| — |
| — |
| ( |
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| ( |
Share-based payment expense |
| — |
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| — | — |
| — |
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Issuance of share capital (net of transaction costs) | | | — | — | — | | ||||||
Settlement of share-based payment awards |
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| ( |
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| — |
| — |
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Balance as of June 30, 2023 (unaudited) |
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| — |
| ( |
| ( |
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| Currency |
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Issued | Capital | Treasury | Accumulated | translation | Total | |||||||
(in thousands of EUR) | capital | reserve | Shares | deficit | reserve | equity | ||||||
Balance as of January 1, 2024 |
| |
| |
| — |
| ( |
| ( |
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Net loss |
| — |
| — |
| — |
| ( |
| — |
| ( |
Other comprehensive income (loss) |
| — |
| — |
| — |
| — |
| ( |
| ( |
Total comprehensive income (loss) |
| — |
| — |
| — |
| ( |
| ( |
| ( |
Share-based payment expense |
| — |
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| — | — |
| — |
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Realized tax benefit related to prior year equity transaction costs | — | | — | — | — | | ||||||
Settlement of share-based payment awards |
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| — |
| — |
| — |
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Balance as of June 30, 2024 (unaudited) |
| |
| |
| — |
| ( |
| ( |
| |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
CureVac N.V.
Interim Condensed Consolidated Statements of Cash Flows
| For the six months ended June 30, | |||
| 2023 |
| 2024 | |
(in thousands of EUR) | (unaudited) | |||
Operating activities | ||||
Loss before income tax | ( | ( | ||
Adjustments to reconcile loss before tax to net cash flows | ||||
Finance income | ( | ( | ||
Finance expense | | | ||
Depreciation and amortization | | | ||
Impairment of intangible assets, property, plant and equipment and right-of-use assets | — | | ||
Loss on disposal of fixed assets | | | ||
Impairment of inventory | | | ||
Share-based payment expense | | | ||
Changes of provisions | ( | ( | ||
Working capital changes | ||||
Decrease / (increase) in assets held for sale | | | ||
Decrease / (increase) in trade receivables and contract assets | | ( | ||
Decrease / (increase) in inventory | ( | | ||
Decrease / (increase) in other assets | | | ||
(Decrease) / increase in trade and other payables, other liabilities and contract liabilities | ( | ( | ||
Decrease / (increase) in deferred taxes | ( | ( | ||
Income taxes received / (paid) | | ( | ||
Interest received | | | ||
Interest paid | ( | ( | ||
Net cash flow (used in) operating activities | ( | ( | ||
Investing activities |
| |||
Purchase of property, plant and equipment | ( | ( | ||
Purchase of intangible assets | ( | ( | ||
Net cash flow (used in) investing activities | ( | ( | ||
Financing activities |
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Payments on lease obligations | ( | ( | ||
Proceeds from the issuance of Shares (net of transaction costs) | | — | ||
Payment on / proceeds from treasury shares/exercise of options | | | ||
Net cash flow provided by / (used in) financing activities | | ( | ||
Net increase (decrease) in cash and cash equivalents | | ( | ||
Currency translation gains (losses) on cash and cash equivalents | ( | | ||
Effect of changes in exchange rates on cash and cash equivalents | | | ||
Cash and cash equivalents, end of period | | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
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 77798031. The Company’s registered headquarters is Friedrich-Miescher-Strasse 15, 72076 Tübingen, Germany. 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 of appr.
2. Basis of preparation
The interim condensed consolidated financial statements as of and for the three and six months ended June 30, 2024 and 2023, 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 of December 31, 2023. The interim condensed consolidated financial statements were authorized by the Management Board for presentation to the Supervisory Board on August 13, 2024. 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. Due to rounding, differences may arise when individual amounts or percentages are added together.
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, 2023. The new and amended standards and interpretations applied for the first time as of January 1, 2024, as disclosed in the notes to the consolidated financial statements as of December 31, 2023, had no impact on the interim condensed consolidated financial statements of the Group as of and for the three and six months ended June 30, 2024. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
3. Notes to the Consolidated Statements of Operations
3.1 Revenue from contract with customers
The Group recognized the following revenues:
| Three months ended June 30, | Six months ended June 30, | ||||||
2023 |
| 2024 |
| 2023 |
| 2024 | ||
EUR k | EUR k | EUR k | EUR k | |||||
Belgium | ||||||||
GSK | | | | | ||||
Switzerland |
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CRISPR |
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Netherlands | ||||||||
Genmab | | — | | — | ||||
Total |
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During the six months ended June 30, 2024, the Company recognized revenues over-time (i) EUR
Of the total revenues recognized, in the six months ended June 30, 2024, EUR
The Group has received upfront and milestone 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:
Upfront and | Upfront and | ||||||
milestones payments included | milestones payments included | ||||||
in contract | in contract | ||||||
| Upfront and milestone |
| liabilities at |
| liabilities at |
| |
Customer | payments | December 31, 2023 | June 30, 2024 | ||||
(EUR k) | (EUR k) | ||||||
GSK |
| EUR |
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| |
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CRISPR |
| USD |
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| |
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Genmab |
| USD |
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| |
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Total |
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* | Translated at the currency exchange rate prevailing on the transaction date. |
| Revenue recognized from | |||||||
upfront and milestones payments | ||||||||
for three months ended | for six months ended | |||||||
June 30, | June 30, | |||||||
Customer |
| 2023 |
| 2024 |
| 2023 |
| 2024 |
(EUR k) | (EUR k) | (EUR k) | (EUR k) | |||||
GSK |
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CRISPR |
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Genmab |
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| — |
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| — |
Total |
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Contract balances:
December 31, | June 30, | |||
2023 | 2024 | |||
| EUR k |
| EUR k | |
Trade receivables |
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Contract assets |
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Contract liabilities |
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3.2 Cost of sales
The cost of sales consists of the following:
| Three months ended June 30, | Six months ended June 30, | ||||||
2023 |
| 2024 |
| 2023 |
| 2024 | ||
EUR k | EUR k | EUR k | EUR k | |||||
Personnel |
| ( | ( | ( | ( | |||
Materials |
| ( | ( | ( | ( | |||
Third-party services |
| ( | ( | ( | ( | |||
Maintenance and lease |
| ( | ( | ( | ( | |||
Amortization and depreciation |
| ( | ( | ( | ( | |||
Other |
| ( | ( | ( | ( | |||
Total |
| ( | ( | ( | ( |
For the six months ended June 30, 2024, cost of sales increased in comparison to the corresponding period in 2023. This increase was primarily attributable to the increase of a CMO (contract manufacturing organization) provision (refer to Note 12 for further information), write-down of raw materials (refer to Note 8 for further information) and higher personnel expenses related to the voluntary leaver program initiated in March 2024.
3.3 Selling and distribution expenses
Selling and distribution expenses consist of the following:
| Three months ended June 30, | Six months ended June 30, | ||||||
2023 |
| 2024 |
| 2023 |
| 2024 | ||
EUR k | EUR k | EUR k | EUR k | |||||
Personnel |
| ( | ( | ( | ( | |||
Amortization and depreciation |
| ( | ( | ( | ( | |||
Other |
| ( | ( | ( | ( | |||
Total |
| ( | ( | ( | ( |
3.4 Research and development expenses
R&D expenses consists of the following:
| Three months ended June 30, |
| Six months ended June 30, | |||||
2023 |
| 2024 |
| 2023 |
| 2024 | ||
EUR k | EUR k |
| EUR k | EUR k | ||||
Materials |
| ( | ( | ( | ( | |||
Personnel |
| ( | ( | ( | ( | |||
Amortization and depreciation |
| ( | ( | ( | ( | |||
Impairment | — | ( | — | ( | ||||
Patents and fees to register/protect a legal right |
| ( | ( | ( | ( | |||
Third-party services |
| ( | ( | ( | ( | |||
Maintenance and lease |
| ( | ( | ( | ( | |||
Other |
| ( | ( | ( | ( | |||
Total |
| ( | ( | ( | ( |
During the six months ended June 30, 2024, research and development expenses increased in comparison to the same period of 2023 due to increased expenses related to the IP litigations and write-off of licenses (refer to Note 6.1 for further information).
The decrease in personnel expense is primarily due to the reimbursement from GSK on the development costs incurred by CureVac related to CV2CoV, or GSK II. Since the first EUR
In April 2024, CureVac and The University of Texas M.D. Anderson Cancer Center (MD Anderson) entered a strategic collaboration to develop novel cancer vaccines. The joint arrangement between CureVac and MD Anderson , with joint control in place over the decisions on relevant activities that significantly affect the investee’s returns, is accounted for as joint operation. CureVac recognizes its expenses based on the shares defined in the contractual arrangement in research and development expenses.
As of June 30, 2024, the Group had no development expenditures which met the requirements for capitalization and thus none have been capitalized.
3.5 General and administrative expenses
General and administrative expenses consist of the following:
Three months ended June 30, | Six months ended June 30, | |||||||
2023 |
| 2024 |
| 2023 |
| 2024 | ||
| EUR k |
| EUR k | EUR k | EUR k | |||
Personnel |
| ( | ( | ( | ( | |||
Maintenance and lease |
| ( | ( | ( | ( | |||
Third-party services |
| ( | ( | ( | ( | |||
Legal and other professional services |
| ( | ( | ( | ( | |||
Amortization and depreciation |
| ( | ( | ( | ( | |||
Other |
| ( | ( | ( | ( | |||
Total |
| ( | ( | ( | ( |
During the six months ended June 30, 2024, general and administrative expenses decreased in comparison to the same period of 2023 due to decreased personnel expenses related to lower share-based payment expenses (refer to Note 5 for further details).
Others include mainly expenses for D&O insurance.
3.6 Other operating income
Three months ended June 30, | Six months ended June 30, | |||||||
| 2023 |
| 2024 |
| 2023 |
| 2024 | |
EUR k |
| EUR k |
| EUR k | EUR k | |||
Compensation for CMO/Material transfer | | — | | | ||||
Reimbursement Claim | — | | — | | ||||
Sale of equipment | | | | | ||||
Other |
| | | | | |||
Total |
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4. Issued Capital and Reserves
According to the Company’s articles of association, the Company’s authorized shares are divided into
As of June 30, 2024,
The number of common shares issued and outstanding developed as follows:
Common shares issued and outstanding at December 31, 2023 |
| |
Share issuances for option exercises and RSU releases between Jan to Mar 2024 | | |
Common shares issued and outstanding at March 31, 2024 | | |
Share issuances for option exercises and RSU releases between Apr to Jun 2024 | | |
Common shares issued and outstanding at June 30, 2024 | |
For the three months ended June 30, 2024, due to the use of tax loss carryforwards for which no deferred tax asset has been capitalized in prior periods, EUR
5. Share-based payments
The Group recognized share-based payment expenses as follows:
| Three months ended June 30, |
| Six months ended June 30, | |||||
2023 |
| 2024 |
| 2023 |
| 2024 | ||
EUR k | EUR k | EUR k | EUR k | |||||
Cost of sales | | | | | ||||
Selling and distribution expenses | | | | | ||||
Research and development expenses | | | | | ||||
General and administrative expenses |
| | | | | |||
Other operating expenses | | | | | ||||
Total |
| | | | |
Expense recognized for the equity-settled programs was as follows:
Three months ended June 30, | Six months ended June 30, | |||||||
Program |
| 2023 |
| 2024 |
| 2023 |
| 2024 |
EUR k | EUR k | EUR k | EUR k | |||||
LTIP Stock Options | | |
| | | |||
RSU Supervisory Board | | | | | ||||
New VSOP | ( | — | | — | ||||
Prior VSOP |
| | | ( | | |||
LTIP RSUs | | | | | ||||
Total |
| | | | |
On June 1, 2024, the Group granted
For the grant to the CBO, a Monte Carlo simulation has been used to measure the fair value at the grant date. The inputs used in the measurement of the fair value at grant date were as follows:
Weighted average fair value per option |
| EUR |
|
Weighted average share price (10-days VWAP before grant date) | EUR |
| |
Exercise price (USD |
| EUR | |
Expected volatility (%) |
| | % |
Expected life (years) |
| | |
Risk-free interest rate (%) |
| | % |
On March 31, 2024, the Group awarded
Exercise of options
Under the New VSOP plan,
On the third anniversary after IPO i.e., on August 14, 2023, a fourth
6. Fixed Assets
6.1 Intangible assets
During the six months ended June 30, 2024, the Group acquired intangible assets of EUR
As the Company decided to stop an early-stage R&D-program due to strategic reasons, related license agreements with a collaboration partner were terminated and already capitalized licenses with a remaining book value of EUR
6.2 Property, plant and equipment
During the six months ended June 30, 2024, the increase in property, plant and equipment was attributable to the purchase of technical equipment and machines and other equipment of EUR
7. Assets held for sale
In 2022, Management decided to dispose of certain equipment which had been procured for CMO activities (CMO Equipment) but that was no longer planned to be used by the Company. An external service-provider was appointed on June 14, 2022 to organize the sale of the CMO Equipment. The CMO-Equipment identified for sale had a gross book value of EUR
8. Inventories
The inventories include only raw materials and supplies amounting to EUR
9. Prepaid expenses and other assets (current)
Prepaid expenses and other current assets as of June 30, 2024 amounted to EUR
10. 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. Cash and cash equivalents compromise cash at banks and term deposits.
Cash and cash equivalents compromise cash at banks and term deposits. There were
11. Trade and other payables
Trade and other payables are all due within one year amounting to EUR
12. Other liabilities and provisions
During the six months ended June 30, 2024, the decrease of EUR
In May 2024, the Company received the second ruling of its three CMO arbitrations. In 2022, Celonic Deutschland GmbH & Co. KG (Celonic) initiated arbitration proceedings according to the procedural rules of the German Arbitration Institute against the
Company, following the termination of the agreement by CureVac after the withdrawal of the EMA dossier of CVnCoV, the Company's first generation SARS COV-2 vaccine candidate. The Company defended against Celonic’s claims in written submission and the oral hearings. In the final award, the arbitration tribunal awarded
In July 2024, the Company received the last ruling of its three CMO arbitrations. In 2022, Wacker Biotech B.V. (Wacker) initiated arbitration proceedings according to the procedural rules of the German Arbitration Institute against the Company, following the termination of the agreement by CureVac after the withdrawal of the EMA dossier of CVnCoV, the Company's first generation SARS COV - 2 vaccine candidate. The Company defended against Wacker's claims in written submission and the oral hearings. In the final award, the arbitration tribunal awarded
13. Income tax
The increase of tax expenses for the six months ended June 30, 2024 to EUR
Income taxes for the six months ended June 30, 2024, were calculated based on the best estimate of the weighted average annual income tax rates expected for the full financial years (estimated annual effective income tax rates) on ordinary income before tax adjusted by the tax effect of any discrete items. For the six months ended June 30, 2024, the effective income tax rate for CureVac N.V. was approximately
14. Disclosure of financial instruments and management of financial risks
As the Group requires significant liquid funds available for the financing of its research and development activities, during the six months ended June 30, 2024, it has maintained funds as cash and cash equivalents and not in less liquid financial instruments. The Group has distributed the cash amongst several banks and amongst the legal entities in the Group in order to avoid cluster risks.
Refer to note 15 to the consolidated financial statements as of December 31, 2023, for additional information on the Group’s risk management activities. As of June 30, 2024, the Group held cash and cash equivalents of USD
15. Earnings per share
Earnings per share is calculated pursuant to IAS 33 Earnings per Share by dividing the consolidated net loss in CureVac N.V. by the average weighted number of shares outstanding in the fiscal period.
The weighted number of shares outstanding for the three and six months ended June 30, 2024 was
Diluted earnings per share is calculated using CureVac’s weighted-average outstanding common shares including the dilutive effect of share-based payment awards as determined under the treasury stock method. In periods when CureVac has a net loss, share-based payment awards are excluded from the calculation of earnings per share as their inclusion would have an antidilutive effect. Share options and RSUs of
16. Related party disclosures
Parent and ultimate controlling party
Dievini Hopp BioTech holding GmbH & Co. KG (dievini), which is an investment company dedicated to the support of companies in health and life sciences, was the largest shareholder of CureVac. Together with its related parties, dievini has held shares and voting rights in CureVac of approximately 37% during the last twelve months. dievini is thus 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.
Entities controlled by Dievini Hopp BioTech holding GmbH & Co. KG had no significant impact on our unaudited interim condensed consolidated financial statements as of and for the six months ended June 30, 2024, compared to the details disclosed in Note 16 to our unaudited interim condensed consolidated financial statements as of and for the quarter ended March 31, 2024 as well as in Note 19 to our audited consolidated financial statements included in our Annual Report on Form 20 - F as of and for the year ended December 31, 2023.
Key management personnel transactions
Antony Blanc
As Antony Blanc has left the company as of November 30, 2023, CureVac and Antony Blanc signed a settlement agreement as of September 26, 2023. Under this agreement CureVac incurred cost of EUR
17. Subsequent events
In July 2024, CureVac and Glaxosmithkline Biologicals SA (GSK) announced that they entered into a new licensing agreement, allowing each company to prioritize investment and focus their respective mRNA development activities. Following completion of customary closing conditions, as well as certain antitrust and regulatory approvals, the agreement was closed on July 11, 2024. Since 2020, GSK and CureVac have worked together to develop mRNA vaccines for infectious diseases. Through this collaboration, GSK and CureVac currently have vaccine candidates for seasonal influenza and COVID - 19 and avian influenza in clinical development. All candidates are based on CureVac's proprietary second-generation mRNA backbone. Under the terms of the new agreement, GSK will assume full control of developing and manufacturing these candidate vaccines. GSK will have worldwide rights to commercialize the candidate vaccines. CureVac will receive an upfront payment of EUR
In July 2024, CureVac announced a significant strategic restructuring to focus its resources on high-value mRNA projects in oncology and other select areas of substantial unmet medical need. The restructuring includes a workforce reduction of approximately
In August 2024, the Company announced that it has invoiced a EUR