CuraVac 1A

1.      Risk related to the team’s market knowledge and the accuracy of forecasts

Risk: The CURAVAC team may not have sufficient or accurate knowledge of the market and/or may make inaccurate forecasts. The company is at an early stage of development, which entails a risk of overestimating the market potential.

Consequence: If the team does not have sufficient knowledge of the market, it may set incorrect objectives. This could lead to a lower valuation in the event of a potential exit, as the business plan may not be implemented as expected. In such a case, returns could be lower or even non-existent. In the worst-case scenario, CURAVAC could even be liquidated and become insolvent, resulting in a partial or total loss of the invested capital.

Note: The business plan has been assessed and adjusted based on recommendations from independent market experts, which has resulted in the adoption of more realistic revenue targets.

2.      Risk associated with the size of the team

Risk: Given the stage of development at which CURAVAC currently stands, having the right team is essential for the future development of the company. If the company is entirely dependent on one indispensable person, there is a risk that this person may leave the company.

Consequence: If there is only one director or one key person and that person leaves the company, the company would be (temporarily) left without a director. In the event of difficulties, no one would be able to represent the company and make decisions.

Note: The company is currently managed by five directors.

3.      Risk associated with the need for new financing

Risk: Given the stage of development that project owner is in, it is likely that there will be a need for new financing. 

Consequence: On the one hand, there is the risk that the company will not find investors, which would lead to the dissolution or bankruptcy of the company, causing the investor to lose part or all of his investment. On the other hand, there is the possibility that the company will find new investors, which will lead to dilution, which will be even greater if there is a lower valuation than the one currently used.

Note: Investors will have the opportunity to re-invest in new rounds, at the then current investment conditions.

1.      Clinical and technical risk

Risk: Although the therapy is supported by encouraging published results in dogs and safety data in humans, its efficacy has not yet been confirmed in a controlled pivotal study. The remission rates observed to date may not be replicated in a larger and formal study.

Consequence: Less favourable study results could have a negative impact on the commercial prospects of the product and on the value of the broader technology platform.

Note: This risk is partially mitigated by the strength of the existing data and the team’s experience in vaccine development, but it cannot be excluded.

2.      Commercial risk

Risk: The market for the treatment of canine myasthenia gravis is promising but currently limited in size, and revenues depend on factors beyond the Company’s control, such as the diagnosis rate, owners’ willingness to pay, competition and the ability to secure distribution and veterinary partnerships.

Consequence: Commercial development may be slower than expected and actual revenues may be lower than forecast, affecting profitability.

Note: Although the underdiagnosis of the disease offers long-term opportunities, it means that the effective market is currently more limited. The likelihood of commercial success and the timing of returns therefore remain uncertain.

3.      Operational risk

Risk: The development and deployment of the activities depend on the effective execution of the business strategy, as well as on the availability of the necessary resources and expertise.

Consequence: Operational delays or execution issues may negatively affect the development, market introduction and growth of the Company.

Note: The Company mitigates this risk through an experienced team and structured monitoring of the development and implementation processes.

4.      Investment risk

Risk: The investment concerns an early-stage company and involves a high level of risk, including the risk of a total loss of the invested capital. The shares are illiquid and there may be no market through which they can be resold in the short or medium term. In addition, additional financing may result in dilution of the investor’s shareholding, and no dividends are expected at this stage.

Consequence: Investors may not recover their investment and may generate no return for a prolonged period.

Note: The Company depends on a limited number of key individuals, and the valuation used is based on assumptions regarding future development and sales that may not materialise. Investors are advised to invest only as part of a diversified portfolio and with funds they can afford to lose.

Risk: The risk of insolvency means that CURAVAC may not have sufficient resources to meet its payment obligations (cessation of payments).

Consequence: If the company fails to secure alternative financing (such as emergency credit), it may go bankrupt. Insolvency or bankruptcy of CURAVAC could result in reduced or no returns, and in the worst-case scenario, a partial or total loss of the invested capital.

1.           Risk associated with the lack of guarantees

Risk: Neither the shares of CURAVAC nor the Participatory Notes of the CURAVAC 1A compartment of Spreds Finance provide guarantees of a return or repayment of the invested capital. 

2.           Risk associated with the lack of a fixed return

Risk: Participatory Notes do not offer a fixed return. The return of the Participatory Notes depends solely on the performance of the Underlying Asset, namely the shares of CURAVAC. 

Consequence for both risks: If the project owner's predictions do not come true (within the predetermined timing), there is a risk of lower or non-existent returns and, in the worst case, partial or complete loss of the invested capital. 

Note for these risks: Investors in Participatory Notes bear the same economic risk as if they were investing directly as shareholders of CURAVAC.

Risk: Although each Spreds Finance compartment is ‘bankruptcy remote’ (meaning that no other creditor can claim a right on or against this compartment) in relation to the others and in relation to the ‘general’ liabilities of Spreds Finance itself, as a result of (i) the terms and conditions of the Notes, (ii) the articles of association of Spreds Finance and (iii)  Article 4 of the Law of 18 December 2016 on crowdfunding; there is a subsidiary risk of  insolvency of Spreds Finance. 

Consequence: Should such insolvency occur, Noteholders may be exposed to the risk of a significant delay in the recovery of their investment.

Note: The probability of this risk occurring is extremely low given the structure and organization of Spreds Finance, in particular the compartmentalization mechanism and the "bankruptcy-remoteness" described above. Each participation taken or loan granted to a project owner is recorded in a separate compartment and is appropriately accounted for in the accounts, taking into account the fact that the accounts are kept by compartment. As a result of (i) the conditions attached to the issue of Participatory Notes, (ii) the articles of association of Spreds Finance and (iii) article 10 of the law regulating the recognition and delimitation of crowdfunding and containing various provisions relating to finance and notwithstanding articles 7 and 8 of the Mortgage Law of 16 December 1851, the assets of a particular compartment serve exclusively to guarantee the rights of investors with respect to this compartment.

1.               Risk associated with the absence of an organized exchange market for Participatory Notes

Risk: Neither the project owner nor Spreds Finance organizes an exchange market for Participatory Notes. It is thus up to the investor himself to find a buyer for his Participating Notes. Given the absence of an exchange market for Participatory Notes, there is no way to adequately establish a comparative pricing methodology for Participatory Notes.

Consequence: A holder of Participatory Notes may not be able to find a buyer for the Participatory Notes it wishes to sell (at the price at which it wishes to sell).

Note: The intention is not to sell the Participatory Notes but to sell the Underlying Asset, often on the occasion of the sale of the Company itself.

2.           Risk associated with the vote by the general meeting of holders of Participatory Notes to sell

Risk: Any decision by Spreds Finance to sell shares of CURAVAC is subject to the approval of the holders of Participatory Notes representing at least 75% of the outstanding Participatory Notes, unless Spreds Finance is required to sell them under a contractual or statutory provision. 

Consequence: Investors thus bear the risk that the general meeting of the holders of Participatory Notes may refuse to approve the sale of the participation, in which case all investors are bound by this decision and thus must wait to obtain redemption of the Participatory Notes.

3.           Risk associated with an investment in a young company

Risk: Investing in shares of young companies entails the risk that a buyer for the shares will not be found, or not at a fair price yielding a market return, or that a buyer will not be found within a reasonable period of time. 

Consequence: If no buyer is found for the holding, redemption of the Participatory Notes is not possible.

Note: Spreds Finance will make every effort within its powers to obtain the best possible price.

1.               Risk associated with the absence of analysis by Spreds Finance

Risk: Spreds Finance has not conducted an analysis of the proposed project or of the financial situation of the Company.

Consequence: Any investor considering subscribing to Participatory Notes should make its own analysis of CURAVAC 's solvency, activity, financial situation and prospects.

Note: Any decision to invest in Participatory Notes should be based on a comprehensive analysis of the project and of this sheet of essential investment information. Spreds Finance's model does not provide for the presentation of analyzed projects to investors but allows investors to invest based on the information made available to them, after making their own analyses.

2.               Risk associated with the lack of (periodic) reporting

Risk: There is no obligation for periodic reporting in unlisted companies (except for the cases provided by law, such as the annual general meeting of shareholders and an alarm bell procedure). While some entrepreneurs proactively communicate good and bad news (with a certain periodicity), others do not. As a (minority) shareholder, one cannot enforce reporting (other than in cases provided by law).

Consequence: If an entrepreneur does not do (periodic) reporting, there can be long periods during which investors have no insight into the (financial) state of the company. The lack of reporting does not in itself change the (financial) state of the company but can create a sense of unease among investors. If at some point a company has to file a procedure of judicial reorganization or bankruptcy, this can be a (big) surprise for the investor. 

Note: Investors in Participatory Notes bear the same risk as if they invested directly in CURAVAC and became shareholders. However, Spreds, as a crowdfunding service provider, tries to encourage each project owner to report at least 2x per year.

3.               Risk associated with the tax treatment of capital gains - government tax on capital gains

Risk: Starting January 1, 2026, a capital gains tax will apply to the sale of assets. CURAVAC shares will be subject to this tax in the event of an exit.

Consequence: If the capital gain realized from the sale of CURAVAC shares exceeds the exemption threshold (currently €10,000, which may be increased to €15,000), investors will be required to pay tax on the excess gain. 

Note: As mentioned above, an annual exemption of €10,000 is foreseen (indexed based on inflation). 

To the best of the project owner's knowledge, there are no other material risks associated with its activities.