As filed with the Securities and Exchange Commission on March 31, 2020.

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BioNTech SE

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

BioNTech USA Holding, LLC

228 E 45th Street, Suite 9e

New York, NY 10017

+1 (347) 694-5321

(Name, address, including zip code, and telephone number, including area code, of agent of service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information herein is subject to completion or amendment. The registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION—DATED MARCH 31, 2020

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

[●], 2020

Dear Stockholder:

As previously announced, on January 15, 2020, Neon Therapeutics, Inc., or Neon, entered into an Agreement and Plan of Merger, or, as amended, modified or otherwise supplemented from time to time, the Merger Agreement, with BioNTech SE, a Societas Europaea organized and existing under the laws of Germany, or BioNTech and Endor Lights, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of BioNTech, or Merger Sub. Under the Merger Agreement, Merger Sub will merge with and into Neon, with Neon continuing as the surviving corporation and a wholly-owned subsidiary of BioNTech, or the Merger. Before Neon completes the Merger, Neon stockholders must approve and adopt the Merger Agreement. Neon stockholders will vote to approve and adopt the Merger Agreement and approve related matters as more fully described in this proxy statement/prospectus at Neon’s virtual special meeting of stockholders, which will be held on May 4, 2020, at 10:00 a.m. Eastern Time, or the Neon Special Meeting. In light of COVID-19 (coronavirus) and to support the well-being of our stockholders and partners, the Neon Special Meeting will be completely virtual. You may attend the meeting, submit questions and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/NTGN2020. You will need the control number that is printed on your proxy card to enter the Neon Special Meeting. We recommend that you log in at least 15 minutes before the meeting to ensure you are logged in when the Neon Special Meeting starts. Please note that you will not be able to attend the Neon Special Meeting in person.

If the Merger is completed, each share of Neon common stock, par value $0.001 per share, or the Neon common stock, that was issued and outstanding immediately prior to the effective time of the Merger, excluding shares owned by the parties to the Merger Agreement, will be converted into the right to receive 0.063 American Depositary Shares of BioNTech, or the BioNTech ADSs, and such number of BioNTech ADSs, referred to as the Exchange Ratio, without interest, but subject to any withholding under applicable law, plus the right, if any, to receive cash in lieu of fractional shares of BioNTech ADSs, or collectively, the Merger Consideration. Although the Exchange Ratio for the Merger Consideration is fixed, the market value of the Merger Consideration will fluctuate with the market price of the BioNTech ADSs. Based on the closing price of the BioNTech ADSs on January 15, 2020, the last trading day before the public announcement of the signing of the Merger Agreement, the implied aggregate value of the Merger Consideration is approximately $67 million, or $2.18 per share of Neon common stock. Based on the closing price of the BioNTech ADSs on March 26, 2020, the last practicable date before the date of this proxy statement/prospectus, the implied aggregate value of the Merger Consideration will be up to approximately $107.2 million, or $3.47 per share of Neon common stock, depending on the number of options to purchase Neon common stock exercised prior to the closing of the Merger. We urge you to obtain current market quotations of the BioNTech ADSs and Neon common stock.

BioNTech estimates that it may issue up to approximately 1,949,458 BioNTech ADSs to Neon stockholders in the Merger pursuant to the Merger Agreement. The BioNTech ADSs and the shares of Neon common stock are each listed on the Nasdaq Global Select Market, or Nasdaq, under the trading symbols “BNTX” and “NTGN,” respectively. Upon completion of the Merger, Neon will no longer be a publicly held corporation, so shares of Neon common stock will be delisted from Nasdaq and Neon will stop filing periodic reports with the United States Securities and Exchange Commission, or the SEC.

At the Neon Special Meeting, Neon stockholders will be asked to consider and vote on: (i) a proposal to approve and adopt the Merger Agreement, or the Merger Proposal; and (ii) a proposal to approve the adjournment of the Neon Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the Merger Proposal, or the Adjournment Proposal.

The record date for determining the Neon stockholders entitled to receive notice of, and to vote at, the Neon Special Meeting is March 23, 2020. Only Neon stockholders of record at that time are entitled to notice of, and to vote at, the Neon Special Meeting, or any adjournment or postponement of the Neon Special Meeting. The

Merger cannot be completed unless, among other matters, Neon stockholders approve the Merger Proposal by the affirmative vote of holders of a majority of the outstanding shares of Neon common stock entitled to vote on such matter.

The Neon board of directors, or the Neon Board, unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, upon the terms and subject to the conditions set forth therein, were in the best interests of Neon stockholders; (2) approved and declared advisable the Merger Agreement and the transactions contemplated thereby in accordance with the requirements of the Delaware General Corporation Law; and (3) recommended that Neon stockholders approve and adopt the Merger Agreement at the Neon Special Meeting. The Neon Board unanimously recommends that Neon stockholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

Your vote is important. Whether or not you expect to attend the Neon Special Meeting online, we urge you to vote your shares of Neon common stock as promptly as possible by (1) accessing the Internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares of Neon common stock may be represented and voted at the Neon Special Meeting. If your shares of Neon common stock are held in the name of a bank, broker or other fiduciary, please follow the instructions on the voting instruction card furnished by the record holder.

The obligations of Neon and BioNTech to complete the Merger are subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement. More information about Neon, BioNTech and the Merger is contained in this proxy statement/prospectus. Please read this entire proxy statement/prospectus carefully, including “Risk Factors” located elsewhere in this proxy statement/prospectus.

Sincerely,

Hugh O’Dowd

President and Chief Executive Officer

Neither the SEC nor any state securities commission has approved or disapproved the Merger described in this proxy statement/prospectus, or the issuance of the BioNTech ADSs in connection with the Merger, or passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [●], 2020 and is first being mailed to the stockholders of Neon on or about [●], 2020.

Neon Therapeutics, Inc.

40 Erie St., Suite 110

Cambridge, MA 02139

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on May 4, 2020

Notice is hereby given that Neon Therapeutics, Inc., or Neon, will hold a special meeting of stockholders on May 4, 2020, at 10:00 a.m. Eastern Time, or the Neon Special Meeting. You may attend the Neon Special Meeting, submit questions and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/NTGN2020. You will need the control number that is printed on your proxy card to enter the Neon Special Meeting. We recommend that you log in at least 15 minutes before the meeting to ensure you are logged in when the meeting starts. Please note that you will not be able to attend the Neon Special Meeting in person. The Neon Special Meeting will be held for the purpose of allowing stockholders of Neon to consider and vote upon the following matters:

The Merger cannot be completed unless, among other matters, Neon stockholders approve the Merger Proposal by the affirmative vote of holders of a majority of the shares of outstanding Neon common stock, par value $0.001 per share, or Neon common stock, entitled to vote on such matter. The Merger Proposal is described in more detail in the accompanying proxy statement/prospectus, which you should read carefully in its entirety before you vote. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement/prospectus.

The record date for determining the Neon stockholders entitled to receive notice of, and to vote at, the Neon Special Meeting is March 23, 2020. Only Neon stockholders of record at that time are entitled to notice of, and to vote at, the Neon Special Meeting, or any adjournment or postponement of the Neon Special Meeting.

Your vote is important. Whether or not you expect to attend the Neon Special Meeting online, we urge you to vote your shares of Neon common stock as promptly as possible by (1) accessing the Internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares of Neon common stock may be represented and voted at the Neon Special Meeting. If your shares of Neon common stock are held in the name of a bank, broker or other fiduciary, please follow the instructions on the voting instruction card furnished by the record holder.

The Neon Board unanimously (1) determined that the Merger Agreement and the Transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth therein, were in the best interests of Neon stockholders; (2) approved and declared advisable the Merger Agreement and the transactions contemplated thereby in accordance with the requirements of the Delaware General Corporation Law; and (3)

recommended that Neon stockholders approve and adopt the Merger Agreement at the Neon Special Meeting. The Neon Board unanimously recommends that Neon stockholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

BY ORDER OF THE BOARD OF DIRECTORS

Hugh O’Dowd

President and Chief Executive Officer

[●], 2020

Cambridge, Massachusetts

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or the SEC, by BioNTech SE, or BioNTech, constitutes a prospectus of BioNTech under Section 5 of the Securities Act of 1933, as amended, or the Act or the Securities Act, with respect to the ordinary shares, each of no par value, in the share capital of BioNTech, or the BioNTech Shares or a BioNTech Share, which will be represented by American Depositary Shares of BioNTech, or the BioNTech ADSs or the ADSs, to be issued to stockholders of Neon Therapeutics, Inc., or Neon, pursuant to the merger of Endor Lights, Inc., a wholly-owned subsidiary of BioNTech, with and into Neon, with Neon continuing as the surviving corporation in the merger and a wholly-owned subsidiary of BioNTech, or the Merger. This proxy statement/prospectus also constitutes a proxy statement of Neon under Section 14(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and constitutes a notice of meeting with respect to a special meeting of Neon stockholders, or the Neon Special Meeting.

No person has been authorized to provide you with information that is different from that which is contained in this proxy statement/prospectus. BioNTech and Neon take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you and, if given, such information must not be relied upon as having been authorized. This proxy statement/prospectus is dated [●], 2020. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to Neon stockholders nor the issuance by BioNTech of the BioNTech ADSs in connection with the Merger will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. Information contained in this proxy statement/prospectus regarding BioNTech has been provided by BioNTech and information contained in this proxy statement/prospectus regarding Neon has been provided by Neon.

Neither BioNTech shareholders nor Neon stockholders should construe the contents of this proxy statement/prospectus as legal, tax or financial advice. BioNTech shareholders and Neon stockholders should consult with their own legal, tax, financial or other professional advisors. All summaries of, and references to, the agreements governing the terms of the transactions described in this proxy statement/prospectus are qualified by the full copies of and complete text of such agreements in the forms attached hereto as annexes.

Neither the SEC nor any state securities commission has approved or disapproved the Merger described in this proxy statement/prospectus, the issuance of the BioNTech ADSs in connection with the Merger, or passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense. For the avoidance of doubt, this proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make any such offer or solicitation in that jurisdiction.

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Neon Therapeutics, Inc.

Attention: Corporate Secretary

40 Erie Street, Suite 110

Cambridge, Massachusetts 02139

Telephone number: (617) 337-4701

In addition, if you have questions about the Merger, the Neon Special Meeting, or the proposals to be considered at the Neon Special Meeting, need additional copies of this document and the annexes to this document or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Neon’s proxy solicitor, Innisfree M&A Incorporated, or Innisfree, at the following address and telephone number:

Innisfree M&A Incorporated

501 Madison Avenue, 20^th Floor

New York, NY 10022

Stockholders Call: (888) 750-5834

Banks and Brokers Call: (212) 750-5833

In order for Neon stockholders to receive timely delivery of the documents in advance of the Neon Special Meeting, Neon stockholders must request the documents no later than April 27, 2020.

INDUSTRY AND MARKET DATA

This proxy statement/prospectus contains industry, market and competitive position data that are based on industry publications and studies conducted by third parties as well as BioNTech’s own internal estimates and research. These industry publications and third-party studies generally state that the information they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While BioNTech believes that each of these publications and third-party studies is reliable, BioNTech has not independently verified the market and industry data obtained from these third-party sources. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements contained in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause results to differ materially from those expressed in BioNTech’s forecasts or estimates or those of independent third parties. While BioNTech believes its internal research is reliable and the definitions of its market and industry are appropriate, neither such research nor these definitions have been verified by any independent source.

PRESENTATION OF FINANCIAL INFORMATION

This proxy statement/prospectus includes BioNTech’s audited consolidated financial statements as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017, which have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, which differ in certain significant respects from U.S. generally accepted accounting principles, or U.S. GAAP.

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BioNTech’s financial information is presented in Euros. For the convenience of the reader, BioNTech has translated some of its financial information into U.S. dollars. Unless otherwise indicated, these translations were made at the rate of €1.00 to $1.1026, the noon buying rate of the Federal Reserve Bank of New York on January 24, 2020. Such U.S. dollar amounts are not necessarily indicative of the amounts of U.S. dollars that could actually have been purchased upon exchange of Euros at the dates indicated. All references in this proxy statement/prospectus to “$” mean U.S. dollars and all references to “€” mean Euros.

BioNTech has made rounding adjustments to some of the figures contained in this proxy statement/prospectus. Accordingly, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that preceded them.

TRADEMARKS, SERVICE MARKS AND TRADENAMES

The BioNTech SE logo, FixVac^®, RiboMab^®, RiboCytokine^®, MammaTyper^® and other trademarks or service marks of BioNTech appearing in this proxy statement/prospectus are the property of BioNTech. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this proxy statement/prospectus are presented without the ^® and ^™ symbols, but such references are not intended to indicate, in any way, that BioNTech will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This proxy statement/prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this proxy statement/prospectus are, to BioNTech’s knowledge, the property of their respective owners. BioNTech does not intend its use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of BioNTech by, any other companies.

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TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE NEON SPECIAL MEETING

The following questions and answers address briefly some questions you may have regarding the Merger and the Neon Special Meeting. These questions and answers may not address all questions that may be important to you. Please refer to the more detailed information contained elsewhere in this proxy statement/prospectus, as well as the additional documents referred to in this proxy statement/prospectus.

General Questions and Answers about the Merger

What is the proposed transaction on which I am being asked to vote?

You are being asked to vote to approve and adopt the Agreement and Plan of Merger, dated as of January 15, 2020, or as may be further amended from time to time, the Merger Agreement, entered into by and among BioNTech SE, a Societas Europaea organized and existing under the laws of Germany, or BioNTech, Endor Lights, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of BioNTech, or Merger Sub, and Neon Therapeutics, Inc., a Delaware corporation, or Neon. A copy of the Merger Agreement is included as Annex A to this proxy statement/prospectus. Pursuant to the Merger Agreement, Merger Sub will merge with and into Neon, with Neon surviving the merger as a wholly-owned subsidiary of BioNTech, or the Merger. Following the Merger, Neon will no longer be a publicly traded corporation. BioNTech and its subsidiaries following the Merger, including Neon, are referred to in this proxy statement/prospectus as the Combined Company.

Why am I receiving this document and why am I being asked to vote on the Merger Agreement?

BioNTech has agreed to acquire Neon under the terms of the Merger Agreement that are described in this proxy statement/prospectus. If the Merger Proposal is approved by Neon stockholders and the other conditions to closing under the Merger Agreement are satisfied or waived, Merger Sub will merge with and into Neon, with Neon surviving the Merger as a wholly owned subsidiary of BioNTech. As a result of the Merger, Neon will no longer be a publicly held corporation. Following the Merger, shares of Neon common stock will be delisted from the Nasdaq Global Select Market, or Nasdaq, and deregistered under the Exchange Act, and Neon will no longer file periodic reports with the SEC.

This proxy statement/prospectus includes important information about the Merger, the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, the form of voting agreement, a copy of which is attached as Annex B to this proxy statement/prospectus, and the Neon Special Meeting. Neon stockholders should read this information carefully and in its entirety. The enclosed voting materials allow stockholders to vote their shares without attending the special meeting in person.

Is my vote important?

Your vote is important. Whether or not you expect to attend the Neon Special Meeting online, we urge you to vote your shares of Neon common stock as promptly as possible by: (1) accessing the Internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares of Neon common stock may be represented and voted at the Neon Special Meeting. If your shares of Neon common stock are held in the name of a bank, broker or other fiduciary, please follow the instructions on the voting instruction card furnished by the record holder.

What will Neon stockholders receive in the Merger?

If the Merger is completed, each share of Neon common stock that was issued and outstanding immediately prior to the effective time of the Merger, or the Effective Time, excluding shares owned by the parties to the

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Merger Agreement, will be converted into the right to receive 0.063 American Depositary Shares of BioNTech, or the BioNTech ADSs, and such number of BioNTech ADSs, referred to as the Exchange Ratio, without interest, but subject to any withholding under applicable law, plus the right, if any, to receive cash in lieu of fractional shares of BioNTech ADSs, or, collectively, the Merger Consideration. Although the Exchange Ratio for the Merger Consideration is fixed, the market value of the Merger Consideration will fluctuate with the market price of the BioNTech ADSs. Based on the closing price of the BioNTech ADSs on January 15, 2020, the last trading day before the public announcement of the signing of the Merger Agreement, the implied aggregate value of the Merger Consideration is approximately $67 million, or $2.18 per share of Neon common stock. Based on the closing price of the BioNTech ADSs on March 26, 2020, the last practicable date before the date of this proxy statement/prospectus, the implied aggregate value of the Merger Consideration will be up to approximately $107.2 million, or $3.47 per share of Neon common stock, depending on the number of options to purchase Neon common stock exercised prior to the closing of the Merger.

After the Merger, how much of the Combined Company will Neon stockholders own?

As of immediately following the Effective Time, former Neon stockholders are expected to own approximately 0.85% of the outstanding equity interests of the Combined Company on an undiluted basis.

Can the value of the Merger Consideration change between now and the time the Merger is consummated?

Yes. Although the Exchange Ratio is fixed, the value of the Merger Consideration will fluctuate between the date of this proxy statement/prospectus and the completion of the Merger based on the market value of BioNTech ADSs. Any change in the market price of BioNTech ADSs after the date of this proxy statement/prospectus will change the value of the Merger Consideration that Neon stockholders will receive.

What will happen to my Neon options, Neon restricted stock units, and/or Neon restricted stock in the Merger?

Neon Options

At the Effective Time, each stock option to acquire shares of Neon common stock pursuant to the Neon 2015 Stock Option and Grant Plan or the Neon 2018 Stock Option and Incentive Plan, as applicable, or collectively, the Neon Equity Plans, which is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, or each, a Neon Option, will be automatically cancelled and converted into the right to receive, as soon as reasonably practicable after the Effective Time (but no later than ten business days thereafter), a cash payment equal to (i) the excess, if any, of the Cash Merger Consideration over the applicable per-share exercise price of such cancelled Neon Option, multiplied by (ii) the number of shares of Neon common stock subject to such Neon Option immediately prior to such cancellation. Each Neon Option that has a per-share exercise price that is equal to or greater than the Cash Merger Consideration shall be cancelled at the Effective Time for no consideration. No Neon Options will remain outstanding following the consummation of the Merger. “Cash Merger Consideration” means the product of the volume weighted average price of one BioNTech ADS for the ten trading days immediately prior to the second business day prior to the date of the closing of the Merger, starting with the opening of trading on the first trading day to the closing of the second to last trading day prior to the date of closing of the Merger, as reported by Bloomberg, multiplied by the Exchange Ratio.

Neon Units

At the Effective Time, each restricted stock unit granted under the Neon Equity Plans and held by a current Neon employee that is outstanding immediately prior to the Effective Time, or each, a Neon Unit, shall vest in full and be cancelled and converted into the right to receive from the Company Trust (as defined below) as soon as reasonably practicable after the Effective Time (but no later than five business days thereafter) the Merger Consideration for each share of Neon common stock underlying each such Neon Unit. No Neon Units will remain outstanding following the consummation of the Merger.

Prior to the Effective Time, Neon shall establish a trust (which will not be affiliated with either BioNTech or Neon) to hold shares of Neon common stock (before the Merger and BioNTech ADSs thereafter), or the

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Company Trust. Prior to the Effective Time, Neon shall issue and deliver to the Company Trust such number of shares of Neon common stock as is necessary to satisfy the obligations under all Neon Units outstanding as of immediately prior to the Effective Time.

Neon Restricted Stock

At the Effective Time, each share of Neon common stock that is subject to a risk of forfeiture or repurchase by Neon, whether subject to time- or performance-based vesting and whether granted by Neon pursuant to the Neon Equity Plans or otherwise issued or granted, or each, a share of Neon Restricted Stock, which is outstanding immediately prior to the Effective Time, shall vest in full and be cancelled and converted into the right to receive the Merger Consideration in the same manner as other outstanding shares of Neon common stock.

What is a BioNTech ADS?

A BioNTech ADS is an American Depositary Share, which is a security that allows persons in the United States to more easily hold and trade interests in companies incorporated or organized outside of the United States. BioNTech is a Societas Europaea organized and existing under the laws of Germany that issues ordinary shares that are equivalent in many respects to the common stock of a U.S. company. See “Comparison of Shareholder Rights” located elsewhere in this proxy statement/prospectus for a discussion of the differences between shares of Neon common stock and BioNTech Shares. Each BioNTech ADS represents one BioNTech Share. BioNTech has applied to list the BioNTech ADSs on Nasdaq, under the symbol “BNTX.” The Bank of New York Mellon is the depositary of the BioNTech Shares underlying the BioNTech ADSs and will be responsible for issuing BioNTech ADSs to Neon stockholders in the Merger.

Will Neon stockholders be able to trade the BioNTech ADSs that they receive in the transaction?

Yes. BioNTech has applied to list the BioNTech ADSs on Nasdaq under the symbol “BNTX.” BioNTech ADSs received in exchange for shares of Neon common stock in the transaction will be freely transferable under United States federal securities laws. BioNTech ADSs will be listed for trading, and be quoted, in U.S. dollars.

Can I receive BioNTech Shares in the Merger instead of BioNTech ADSs?

No. However, you may turn in your BioNTech ADSs at the depositary’s corporate office or by providing appropriate instructions to your broker. Upon payment of the fees provided in the deposit agreement and any applicable taxes, the depositary will deliver to you the BioNTech Shares underlying your BioNTech ADSs held on deposit by the custodian.

What are the material U.S. federal income tax considerations of the Merger for U.S. holders of shares of Neon common stock?

It is intended that, for U.S. federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. If the Merger qualifies for such intended tax treatment, a U.S. holder (as defined under “Certain Material U.S. Federal Income Tax Considerations”) generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of such holder’s shares of Neon common stock for BioNTech ADSs in the Merger, except that such holder of Neon common stock may recognize gain or loss with respect to cash received in lieu of a fractional BioNTech ADSs.

You should read “Certain Material U.S. Federal Income Tax Considerations” located elsewhere in this proxy statement/prospectus for a more complete summary of the U.S. federal income tax considerations of the Merger to U.S. holders of shares of Neon common stock. Tax matters can be complicated, and the tax consequences of the merger to you will depend on your particular situation. You should consult your tax advisor to determine the tax consequences of the Merger to you.

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What are the material German tax considerations of owning BioNTech ADSs for me?

You are referred to “Material German Tax Considerations” located elsewhere in this proxy statement/prospectus for a summary of the anticipated material German tax considerations of ownership of BioNTech ADSs. You are urged to consult with your own tax advisor for a full understanding of the German tax considerations to you of owning BioNTech ADSs.

When is the Merger expected to be completed?

BioNTech and Neon expect to complete the Merger promptly after Neon receives, at the Neon Special Meeting, an affirmative vote in favor of the approval and adoption of the Merger Agreement by holders of a majority of the shares of Neon common stock entitled to vote at the Neon Special Meeting, or the Neon Stockholder Approval. BioNTech and Neon currently anticipate that the Merger will occur during the second quarter of 2020. However, neither BioNTech nor Neon can predict the exact timing of the completion of the Merger because the Merger is subject to certain other conditions to closing as set forth in the Merger Agreement. See “The Merger Agreement—Conditions to Closing” located elsewhere in this proxy statement/prospectus.

What is required to complete the Merger?

Each of BioNTech’s and Neon’s obligation to consummate the Merger is subject to a number of conditions specified in the Merger Agreement, including, among other customary conditions (i) the approval and adoption of the Merger Agreement by Neon stockholders, (ii) the absence of an enacted or promulgated law by any federal or state governmental entity of competent jurisdiction that precludes, restrains, enjoins or prohibits the consummation of the Merger, (iii) the absence of any temporary restraining order, preliminary or permanent injunction or any other order preventing the consummation of the Merger and any law that makes illegal the consummation of the Merger, (iv) the SEC having declared effective a registration statement on Form F-4 to be filed with the SEC and the absence of a stop order suspending such effectiveness and the absence of any proceeding initiated for that purpose by the SEC, (v) the approval for listing on Nasdaq, subject to official notice of issuance, of the BioNTech ADSs to be issued in the Merger, (vi) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of the parties contained in the Merger Agreement and the compliance by each party with the covenants contained in the Merger Agreement, and (vii) the absence of a material adverse effect with respect to each of the parties thereto. The parties expect the Merger will be completed during the second quarter of 2020. See “The Merger Agreement—Conditions to Closing” located elsewhere in this proxy statement/prospectus.

What happens if the Merger is not completed?

If the Merger Agreement is not approved and adopted by Neon stockholders or if the Merger is not completed for any other reason, Neon stockholders will not receive the Merger Consideration in exchange for their shares of Neon common stock. Instead, Neon will remain an independent public company and Neon common stock will continue to be listed and traded on Nasdaq. Under specified circumstances, Neon may be required to pay BioNTech a termination fee, as described in “The Merger Agreement—Termination Fees” located elsewhere in this proxy statement/prospectus.

What do I need to do?

You should carefully read and consider the information contained in this proxy statement/prospectus, including its annexes. Even if you plan to attend the Neon Special Meeting online, after carefully reading and considering the information contained in this proxy statement/prospectus, please vote promptly to ensure that your shares are represented at the Neon Special Meeting, as applicable.

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Questions and Answers about the Neon Special Meeting

When and where is the Neon Special Meeting?

The Neon Special Meeting will be held on May 4, 2020, at 10:00 a.m. Eastern Time. In light of COVID-19 (coronavirus) and to support the well-being of our stockholders and partners, the Neon Special Meeting will be completely virtual. Stockholders can attend the Neon Special Meeting by visiting www.virtualshareholdermeeting.com/NTGN2020.

How can I attend the Neon Special Meeting?

You may attend the Neon Special Meeting, submit questions and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/NTGN2020. You will need the control number that is printed on your proxy card to enter the Neon Special Meeting. We recommend that you log in at least 15 minutes before the Neon Special Meeting to ensure you are logged in when the meeting starts. Please note that you will not be able to attend the Neon Special Meeting in person.

Why is the Neon Special Meeting a virtual meeting?

We have decided to hold our Special Meeting virtually due to COVID-19; we are sensitive to the public health and travel concerns of our stockholders and employees and the protocols that federal, state and local governments may impose. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world.

What matters will Neon stockholders vote on at the special meeting?

Neon is asking its stockholders to consider and vote on: (i) a proposal to approve and adopt the Merger Agreement, or the Merger Proposal; and (ii) a proposal to approve the adjournment of the Neon Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the Merger Proposal, or the Adjournment Proposal.

What if during the check-in time or during the Neon Special Meeting I have technical difficulties or trouble accessing the virtual meeting website?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

How many votes are needed for the proposals considered by Neon stockholders at the Neon Special Meeting?

The Merger cannot be completed unless, among other matters, Neon stockholders approve the Merger Proposal by the affirmative vote of holders of a majority of the shares of outstanding Neon common stock entitled to vote on such matter. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the shares of Neon common stock present online at the meeting in person or by proxy entitled to vote.

Are there any voting agreements with existing stockholders?

On January 15, 2020, concurrently with the execution and delivery of the Merger Agreement, certain directors, executive officers and Third Rock Ventures entered into voting agreements with BioNTech, pursuant to which such stockholders have agreed, among other things, to vote their respective shares of Neon common stock in favor of the Merger Agreement and the transactions contemplated thereby. As of the public announcement of the Merger, those certain directors and executive officers who signed the Neon voting agreements owned an aggregate of approximately 36% in voting power of the outstanding shares of Neon common stock. As of the record date for the Neon Special Meeting, the directors and executive officers of Neon

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who signed the Neon voting agreements owned an aggregate of approximately 39% of the voting power of the outstanding Neon common stock as described in “The Neon Special Meeting—Neon Voting Agreement” located elsewhere in this proxy statement/prospectus. The form of Neon voting agreements are attached to this proxy statement/prospectus as Annex B.

What is the quorum requirement for the Neon Special Meeting?

The presence, online or represented by proxy, of a majority of all issued and outstanding shares of Neon common stock entitled to vote at the Neon Special Meeting will constitute a quorum at the meeting. Holders of shares of Neon common stock present online at the Neon Special Meeting but not voting, and shares of Neon common stock for which Neon has received proxies indicating that their holders have abstained, will be counted as present at the Neon Special Meeting for purposes of determining whether a quorum is established.

As a Neon stockholder, how can I vote?

Whether or not you expect to attend the Neon Special Meeting online, we urge you to vote your shares of Neon common stock as promptly as possible by (1) accessing the Internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares of Neon common stock may be represented and voted at the Neon Special Meeting. If your shares of Neon common stock are held in the name of a bank, broker or other fiduciary, please follow the instructions on the voting instruction card furnished by the record holder.

Stockholders who choose to participate in the Neon Special Meeting can vote their shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/NTGN2020. You will need the control number that is printed on your proxy card to enter the Neon Special Meeting. We recommend that you log in at least 15 minutes before the meeting to ensure you are logged in when the meeting starts.

Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/NTGN2020. Even if you plan to participate in the Neon Special Meeting online, we recommend that you also vote by proxy as described above so that your vote will be counted if you later decide not to participate in the Neon Special Meeting.

As a Neon stockholder, what happens if I do not vote?

Failure to vote or give voting instructions to your broker or nominee for the Neon Special Meeting could make it more difficult to meet the voting requirement that the total affirmative votes cast to approve the Merger Proposal and the Adjournment Proposal. Therefore, Neon urges Neon stockholders to vote.

As a Neon stockholder, may I change my vote after I have submitted a proxy card or voting instruction card?

Yes. You may revoke your election at or prior to the election deadline by submitting a written notice of revocation to Neon or by submitting new election materials. Revocations must specify the name in which your shares are registered on the share transfer books of Neon and any other information that Neon may request. If you wish to submit a new election, you must do so in accordance with the election procedures described in this proxy statement/prospectus and the form of election. If you instructed a bank, brokerage firm or other nominee holder to submit an election for your shares, you must follow your bank’s, brokerage firm’s or other nominee’s directions for changing those instructions. The notice of revocation must be received by Neon at or prior to the election deadline in order for the revocation or new election to be valid.

Should Neon stock certificates be sent in now?

No, please do NOT return your share certificate(s) with your proxy. You will be mailed appropriate and customary transmittal materials within five business days of the mailing of this proxy statement/prospectus, but

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under separate cover, describing how you may exchange your shares of Neon common stock for the per share Merger Consideration. If your shares of Neon common stock are held in “street name” through a bank, brokerage firm or other nominee, you will receive instructions from your bank, brokerage firm or other nominee as to how to effect the surrender of your “street name” shares of Neon common stock in exchange for the per share Merger Consideration.

What do Neon stockholders need to do now?

Even if you plan to attend the Neon Special Meeting online, after carefully reading and considering the information contained in this proxy statement/prospectus, please vote promptly to ensure that your shares are represented at the Neon Special Meeting. If you are a stockholder of record, you may vote using any of the following methods:

If you decide to attend the Neon Special Meeting and vote online, your vote by ballot will revoke any proxy previously submitted. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote online at the special meeting, you must obtain a legal proxy from your bank, broker or other holder of record and present it to the inspectors of election with your ballot.

Who can answer questions?

If you need assistance in voting or completing your proxy card or have questions regarding the Neon Special Meeting, please contact Innisfree, the proxy solicitor for Neon, by telephone at (888) 750-5834. Banks and brokers can call (212) 750-5833 (collect).

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RISK FACTORS

In addition to the other information included in this proxy statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements” located elsewhere in this proxy statement/prospectus, you should carefully consider the following risk factors in connection with your consideration of the Merger before deciding whether to vote for approval of the Merger Proposal. In addition, you should read and consider the risks associated with each of the businesses of BioNTech and Neon because these risks will relate to the Combined Company. The risks and uncertainties described below are not the only risks and uncertainties the parties may face. Additional risks and uncertainties not presently known to the parties, or that the parties currently consider immaterial, could also negatively affect the business, financial condition, results of operations, prospects, profits and stock prices of BioNTech, Neon or the Combined Company. If any of the risks described below actually occur, the business, financial condition, results of operations, prospects, profits and stock prices of BioNTech, Neon or the Combined Company could be materially adversely affected. You should also consider the other information in this proxy statement/prospectus.

Risk Factors Related to the Merger

The Merger is subject to a number of conditions, some of which are outside of the parties’ control, and, if these conditions are not satisfied, the Merger Agreement may be terminated and the Merger may not be completed.

The Merger Agreement contains a number of conditions that must be fulfilled (or waived by the parties) to complete the Merger. These conditions include, among other customary conditions, (i) the approval and adoption of the Merger Agreement by the Neon stockholders, (ii) the absence of an enacted or promulgated law by any governmental entity of competent jurisdiction that remains in effect that precludes, restrains, enjoins or prohibits the consummation of the Merger, (iii) the absence of any temporary restraining order, preliminary or permanent injunction or any other order in effect precluding, restraining, enjoining, prohibiting, suspending or making illegal the consummation of the Merger, (iv) the SEC having declared effective a registration statement on Form F-4 to be filed with the SEC and the absence of a stop order suspending such effectiveness issued by the SEC and remaining in effect and the absence of any proceeding initiated for that purpose by the SEC and not subsequently withdrawn, (v) the approval for listing on Nasdaq, subject to official notice of issuance, of the BioNTech ADSs to be issued in the Merger, (vi) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of the parties contained in the Merger Agreement and the compliance by each party with the covenants contained in the Merger Agreement, and (vii) the absence of a material adverse effect with respect to each of the parties thereto.

The required satisfaction (or waiver) of the foregoing conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring. Any delay in completing the Merger could cause the Combined Company not to realize some or all of the benefits that the parties expect the Combined Company to achieve. Further, there can be no assurance that the conditions to the closing of the Merger will be satisfied or waived or that the Merger will be completed.

In addition, if the Merger is not completed by October 15, 2020 (subject to potential extensions), either BioNTech or Neon may choose to terminate the Merger Agreement. Either party may also elect to terminate the Merger Agreement in certain other circumstances, and the parties can mutually decide to terminate the Merger Agreement at any time prior to the closing of the Merger, before or after the receipt of the Neon Stockholder Approval, as applicable.

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Failure to complete the Merger could negatively affect BioNTech’s or Neon’s stock prices, future business and financial results.

If the Merger is not completed, the ongoing businesses of either or both parties may be adversely affected. Additionally, if the Merger is not completed and the Merger Agreement is terminated, in certain circumstances Neon may be required to pay BioNTech a termination fee. In addition, BioNTech and Neon have incurred and will continue to incur significant transaction expenses in connection with the Merger regardless of whether the Merger is completed. Furthermore, BioNTech or Neon may experience negative reactions from the financial markets, including negative impacts on our or their stock prices, or negative reactions from suppliers or other business partners, should the Merger not be completed.

The foregoing risks, or other risks arising in connection with the failure to consummate the Merger, including the diversion of management attention from conducting the business of the respective companies and pursuing other opportunities during the pendency of the Merger, may have a material adverse effect on BioNTech’s or Neon’s business, operations, financial results and share and stock prices. Either party could also be subject to litigation related to any failure to consummate the Merger or any related action that could be brought to enforce a party’s obligations under the Merger Agreement.

The Exchange Ratio is fixed and will not be adjusted in the event of any changes in either party’s stock price.

Upon completion of the Merger, each share of Neon common stock, excluding shares owned by the parties to the Merger Agreement, that is issued and outstanding immediately prior to the Effective Time will be automatically canceled and converted into the right to receive 0.063 of a BioNTech ADS without interest. This Exchange Ratio will not be adjusted for changes in the market price of either BioNTech ADSs or Neon common stock between the date the Merger Agreement was signed and completion of the Merger. As a result, changes in the price of BioNTech ADSs prior to the completion of the Merger will affect the value of BioNTech ADSs delivered upon completion of the Merger. An increase in the price of BioNTech ADSs will increase the value of the consideration BioNTech delivers. Similarly, a decrease in the price of Neon common stock will increase the premium that BioNTech pays per share of Neon common stock.

Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in BioNTech’s and Neon’s respective businesses, operations and prospects, risks inherent in their respective businesses, changes in market assessments of the likelihood that the Merger will be completed and/or the value that may be generated by the Merger, and changes with respect to expectations regarding the timing of the Merger and regulatory considerations.

Litigation against BioNTech and/or Neon, or the members of the Neon Board, could prevent or delay the completion of the Merger or result in the payment of damages following completion of the Merger.

It is a condition to the Merger that no temporary restraining order, preliminary or permanent injunction or any other order precluding, restraining, enjoining, prohibiting, suspending or making illegal the consummation of the Merger nor any law that precludes, restrains, enjoins or prohibits the consummation of the Merger shall have been issued by any governmental entity or a court of competent jurisdiction. No party to the Merger Agreement is aware of any lawsuit or proceeding specific to the Merger having been filed to date. If such a lawsuit or other proceeding is commenced and if in any such litigation or proceeding a plaintiff is successful in obtaining a restraining order or injunction prohibiting the consummation of the Merger Agreement or the transactions contemplated thereby, then the closing of the Merger may be delayed or may never occur. Even if the Merger is permitted to occur, the parties may be required to pay damages, fees or expenses in respect of claims related to the Merger or the transactions contemplated thereby.

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Some of the directors and executive officers of Neon have interests in the Merger that may be different from, or in addition to, the interests of Neon stockholders generally.

In considering whether to approve the proposals at the Neon Special Meeting, Neon stockholders should recognize that directors and executive officers of Neon have interests in the Merger that may differ from, or that are in addition to, their interests as Neon stockholders. The Neon Board was aware of these interests at the time it approved the Merger Agreement. These interests may cause Neon’s directors and executive officers to view the Merger differently than you may view it as a stockholder. See “The Merger—Interests of Neon Directors and Executive Officers in the Merger” located elsewhere in this proxy statement/prospectus.

Uncertainty about the Merger may adversely affect the relationships of the parties with their respective suppliers and employees, whether or not the Merger is completed.

In response to the announcement of the Merger, existing or prospective suppliers of either party may:

Any such delays or changes to terms could harm the business of each company or, if the Merger is completed, the Combined Company.

In addition, as a result of the Merger, current and prospective employees could experience uncertainty about their future with the Combined Company. These uncertainties may impair the Combined Company’s ability to retain, recruit or motivate key management, technical and other personnel.

The Merger Agreement contains provisions that limit Neon’s ability to pursue alternatives to the Merger, could discourage a potential competing acquiror of Neon from making an alternative transaction proposal and, in specified circumstances, could require Neon to pay a termination fee to BioNTech.

The Merger Agreement provides that Neon shall not, and requires Neon to refrain from permitting its representatives to, among other things, solicit, participate in negotiations with respect to or approve or recommend any third party proposal for an alternative transaction, subject to exceptions set forth in the Merger Agreement relating to the receipt of certain unsolicited proposals. If the Merger Agreement is terminated by either party, in certain circumstances, Neon may be required to pay a termination fee of $3,200,000.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Neon or pursuing an alternative transaction from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share cash or market value than the consideration in the Merger, or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to Neon stockholders than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

If the Merger Agreement is terminated and Neon determines to seek another business combination, Neon may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger.

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Until the completion of the Merger or the termination of the Merger Agreement in accordance with its terms, in consideration of the agreements made by the parties in the Merger Agreement, BioNTech and Neon are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to BioNTech or Neon and their respective shareholders.

Until the Merger is completed, the Merger Agreement restricts BioNTech and Neon from taking specified actions without the consent of the other party, and, in regards to Neon, requires Neon to operate in the ordinary course of business consistent with past practice. These restrictions may prevent BioNTech and Neon from making appropriate changes to their respective businesses or pursuing attractive business opportunities that may arise prior to the completion of the Merger. See “The Merger Agreement—Restrictions on Neon’s Business Pending the Closing of the Merger” and “—Restrictions on BioNTech’s Business Pending the Closing of the Merger” located elsewhere in this proxy statement/prospectus for a description of the restrictive covenants applicable to each of BioNTech and Neon.

After the Merger, Neon stockholders will have a significantly lower ownership and voting interest in the Combined Company than they currently have in Neon, and will exercise less influence over management.

As of immediately following the Effective Time, Neon stockholders will own a significantly smaller percentage of the Combined Company than their ownership of Neon prior to the Merger. After the completion of the Merger, former Neon stockholders are expected to own approximately 0.85% of the outstanding equity interests in the Combined Company on an undiluted basis. These estimates are based on the anticipated Exchange Ratio and are subject to adjustment as provided in the Merger Agreement. Consequently, Neon stockholders will have less influence over the management and policies of the Combined Company than they currently have over Neon.

The opinion of Neon’s financial advisor does not reflect changes in circumstances that may occur between the original signing of the Merger Agreement and the completion of the Merger.

Consistent with market practices, the Neon Board has not obtained an updated opinion from its financial advisor as of the date of this proxy statement/prospectus and does not expect to receive an updated, revised or reaffirmed opinion prior to the completion of the Merger. Changes in the operations and prospects of Neon, general market and economic conditions and other factors that may be beyond the control of Neon, and on which Neon’s financial advisor’s opinion was based, may significantly alter the value of Neon or the price of shares of Neon common stock by the time the Merger is completed. The opinion does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. Because Neon’s financial advisor will not be updating its opinion, the opinion will not address the fairness of the Merger Consideration from a financial point of view at the time the Merger is completed. The Neon Board’s recommendation that Neon stockholders vote “FOR” the Merger Proposal, however, is made as of the date of this proxy statement/prospectus. For a description of the opinion that the Neon Board received from its financial advisor, please refer to “The Merger—Opinion of Neon’s Financial Advisor” located elsewhere in this proxy statement/prospectus.

If the merger does not qualify as a “reorganization” for U.S. federal income tax purposes, U.S. holders of shares of Neon common stock will be required to recognize gain or loss for U.S. federal income tax purposes at the time of the exchange of their Neon common stock for the Merger Consideration in the Merger.

The U.S. federal income tax considerations of the Merger applicable to U.S. holders (as defined under the heading “Certain Material U.S. Federal Income Tax Considerations”) will depend on whether the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, or the Code. The Merger is conditioned upon the delivery of legal opinions from Goodwin Procter LLP and Covington & Burling LLP to Neon and BioNTech, respectively, substantially to the effect that the Merger (i) will constitute a reorganization within the meaning of Section 368(a) of the Code, and (ii) will not result in the recognition of gain under Section 367(a)(1) of the Code by any holder of shares of Neon common stock (other than any holder of shares of Neon common stock that is a five-percent transferee shareholder of BioNTech within

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the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii) immediately following the Merger or that held BioNTech Shares or BioNTech ADSs immediately prior to the Merger).

There can be no assurance, that the Internal Revenue Service, or the IRS, will not take a contrary position to views expressed herein or that a court will not agree with a contrary position of the IRS. If, contrary to the opinion from counsel, the Merger fails to qualify as a reorganization or if any requirement for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code is not satisfied, a U.S. holder would recognize gain or loss for U.S. federal income tax purposes on each share of Neon common stock surrendered in the Merger in an amount equal to the difference between (1) the fair market value of the Merger Consideration received in exchange for such surrendered share upon completion of the Merger and (2) the holder’s basis in the share of Neon common stock surrendered. Any gain or loss recognized would be long-term capital gain or loss if the U.S. holder’s holding period in a particular block of Neon common stock exceeds one year at the Effective Time of the merger. Long-term capital gain of non-corporate U.S. holders (including individuals) is taxed at reduced U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. For a more complete discussion of the material U.S. federal income tax consequences of the Merger, please carefully review the information set forth in “Certain Material U.S. Federal Income Tax Considerations” located elsewhere in this proxy statement/prospectus.

Risk Factors Related to the Combined Company

The Combined Company may not fully realize the anticipated benefits of the Merger or realize such benefits within the timing anticipated.

The parties entered into the Merger Agreement because each company believes that the Merger will be beneficial to each company and its respective shareholders. The Combined Company may not be able to achieve the anticipated long-term strategic benefits of the Merger within the timing anticipated or at all. For example, the benefits from the Merger will be partially offset by the costs incurred in completing the transaction. Any delays and challenges that may be encountered in completing the Merger or in the post-Merger process of consolidation could have an adverse effect on the business and results of operations of the Combined Company, and may affect the value of BioNTech Shares and the BioNTech ADSs representing the BioNTech Shares after the completion of the Merger.

The Combined Company will incur significant transaction-related costs in connection with the Merger.

BioNTech and Neon expect to incur significant costs associated with the Merger. The amount of these costs may not be determined as of the Effective Time and may be material to the financial position and results of operations of the Combined Company. We expect that the substantial majority of expenses resulting from the Merger will be comprised of transaction costs related to the Merger and employee-related costs. BioNTech and Neon will also incur fees and costs related to integration and systems consolidation. The elimination of duplicative costs may not offset incremental transaction-related and other integration costs in the near term.

The Combined Company’s goodwill or other intangible assets may become impaired, which could result in material non-cash charges to its results of operations.

The Combined Company will have a substantial amount of goodwill and other intangible assets resulting from the Merger. At least annually, or whenever events or changes in circumstances indicate a potential impairment in the carrying value as defined by IFRS, the Combined Company will evaluate this goodwill for impairment based on the recoverable value, being the higher of fair value less costs to sell and value in use, of the cash generating units to which goodwill has been allocated. Estimated fair values could change if there are changes in the Combined Company’s capital structure, cost of debt, interest rates, capital expenditure levels, operating cash flows or market capitalization. Impairments of goodwill or other intangible assets could require material non-cash charges to the Combined Company’s results of operations.

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Future results of the Combined Company may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

The Combined Company’s future results may be materially different from those shown in the unaudited pro forma financial information presented in this proxy statement/prospectus that show only a combination of our and Neon’s historical results. BioNTech expects to incur significant costs associated with completing the Merger and combining the operations of the two companies, and the exact magnitude of these costs is not yet known. Furthermore, these costs may decrease capital that could be used by BioNTech for future income-earning investments.

The financial analyses and forecasts considered by BioNTech, Neon and our respective financial advisors may not be realized.

While the financial projections utilized by BioNTech, Neon and our respective advisors in connection with the Merger were prepared in good faith based on information available at the time of preparation, no assurances can be made regarding future events or that the assumptions made in preparing such projections will accurately reflect future conditions. In preparing such projections, our management and the management of and Neon made assumptions regarding, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant uncertainties and contingencies, including, among others, risks and uncertainties described in this section and in “Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict and many of which are beyond the control of BioNTech and Neon and will be beyond the control of the Combined Company. There can be no assurance that the underlying assumptions or projected results will be realized, and actual results will likely differ, and may differ materially, from such projections, which could result in a material adverse effect on the Combined Company’s business, financial condition, results of operations and prospects.

Risk Factors Related to the BioNTech ADSs

The price of the ADSs may be volatile and fluctuate substantially, which could result in substantial losses.

The market price of the ADSs is likely to be volatile. The stock market in general, and the market for biopharmaceutical companies in particular, has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell the ADSs at or above the price at which you obtained the ADSs. The market price for the ADSs may be influenced by many factors, including:

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If BioNTech’s quarterly or annual results fall below the expectations of investors or securities analysts, the price of the ADSs could decline substantially. Furthermore, any quarterly or annual fluctuations in BioNTech’s results may, in turn, cause the price of the ADSs to fluctuate substantially. BioNTech believes that period-to-period comparisons of its results are not necessarily meaningful and should not be relied upon as an indication of its future performance.

In the past, following periods of volatility in the market price of a company’s securities, securities class- action litigation often has been instituted against that company. Such litigation, if instituted against BioNTech, could cause BioNTech to incur substantial costs to defend such claims and divert management’s attention and resources, which could seriously harm BioNTech’s business, financial condition, results of operations and prospects.

BioNTech has incurred increased costs as a result of operating as a public company, and its management has been required to devote substantial time to new compliance initiatives. BioNTech is subject to financial reporting and other requirements for which its accounting and other management systems and resources may not be adequately prepared. BioNTech may fail to comply with the rules that apply to public companies, includingSection 404 of the Sarbanes-Oxley Act of 2002, which could result in sanctions or other penalties that would harm the business.

As a public company, and particularly after BioNTech is no longer an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, BioNTech expects to incur significant legal, accounting and other expenses that it did not incur as a private company. BioNTech expects that it will cease to be an emerging growth company beginning January 1, 2021. In addition, the federal securities laws, including the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and rules subsequently implemented by the SEC and Nasdaq have imposed various requirements on public companies, including requirements to file annual and event-driven reports with respect to BioNTech’s business and financial condition, and to establish and maintain effective disclosure and financial controls and corporate governance practices. BioNTech’s management and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have increased BioNTech’s legal and financial compliance costs and have made some activities more time-consuming and costly. BioNTech may not be able to produce reliable financial statements or file these financial statements as part of a periodic report in a timely manner with the SEC or comply with Nasdaq listing requirements. In addition, BioNTech could make errors in its financial statements that could require it to restate its financial statements.

Pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, concurrent with BioNTech’s second Annual Report on Form 20-F BioNTech is required to furnish a report by its management on its internal control over financial reporting, including the attestation report on internal control over financial reporting issued by its independent registered public accounting firm. However, while BioNTech remains an emerging growth company, BioNTech will not be required to include an attestation report on internal control over financial reporting issued by its independent registered public accounting firm in its annual filings with the SEC. To achieve compliance with Section 404 within the prescribed period, BioNTech has initiated the process to

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document and evaluate its internal control over financial reporting, which is both costly and challenging. In this regard, BioNTech will need to continue to dedicate internal resources, have engaged outside consultants, and are adopting a detailed work plan to assess and document the adequacy of internal control over financial reporting. BioNTech will continue to implement steps to improve control processes as appropriate, validate through testing that controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial reporting. Despite BioNTech’s efforts, there is a risk that neither it nor its independent registered public accounting firm (once BioNTech is no longer an emerging growth company) will be able to conclude within the prescribed timeframe that its internal control over financial reporting is effective as required by Section 404. This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of BioNTech’s financial statements.

In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, was enacted. There are significant corporate governance and executive compensation related provisions in the Dodd-Frank Act that require the SEC to adopt additional rules and regulations in these areas such as “say on pay” and proxy access. Recent legislation permits emerging growth companies to implement many of these requirements over a longer period and up to five years from the pricing of initial public offerings. BioNTech intends to take advantage of this new legislation but cannot guarantee that it will not be required to implement these requirements sooner than budgeted or planned and thereby incur unexpected expenses. Shareholder activism, the current political environment, and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which BioNTech operates its business in ways BioNTech cannot currently anticipate. BioNTech’s management and other personnel need to devote a substantial amount of time to these compliance initiatives.

BioNTech has identified a material weakness in its internal control over financial reporting and may identify additional material weaknesses in the future that may cause it to fail to meet its reporting obligations or result in material misstatements in its financial statements. If BioNTech fails to remediate its material weakness, BioNTech may not be able to report its financial results accurately or to prevent fraud.

BioNTech’s management is responsible for establishing and maintaining internal control over financial reporting, disclosure controls, and compliance with the other requirements of the Sarbanes-Oxley Act and the rules promulgated by the SEC thereunder. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with international financial reporting standards. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected by the company’s internal controls on a timely basis.

Prior to BioNTech’s initial public offering, BioNTech operated as a private company that was not required to comply with the obligations of a public company with respect to internal control over financial reporting. BioNTech has historically operated with limited accounting personnel and other resources with which to address its internal control over financial reporting.

BioNTech and its auditors identified a material weakness primarily related to (i) a lack of sufficient accounting and supervisory personnel who have the appropriate level of technical accounting experience and training, (ii) a lack of supervision over external consultants providing technical accounting services and (iii) a lack of consistent application of accounting processes and procedures by BioNTech’s accounting personnel. These deficiencies constitute a material weakness in BioNTech’sr internal control over financial reporting in both design and operation. As a result of the material weakness, management failed to identify audit adjustments in various areas, including but not limited to revenue, capitalization of tangible and intangible assets, and share-based compensation. BioNTech has relied on the assistance of outside advisors with expertise in these matters to

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prepare its financial statements and comply with SEC reporting obligations, and BioNTech expects to continue to do so while it remediates this material weakness.

BioNTech is continuing to develop and implement a remediation plan to address the material weakness; however, BioNTech’s overall control environment still requires enhancement and may expose it to errors, losses or fraud. BioNTech’s remediation plan includes the hiring of additional suitably qualified staff. Additionally, BioNTech intends to document and implement consistent accounting policies and procedures and provide additional training to its accounting and finance staff. While BioNTech is working to remediate the material weakness as quickly and efficiently as possible, BioNTech cannot at this time provide an estimate of the costs it expects to incur or the expected timeline in connection with implementing its remediation plan. These remediation measures may be time-consuming and costly, and might place significant demands on its financial and operational resources. If BioNTech is unable to successfully remediate this material weakness or successfully supervise and rely on outside advisors with expertise in these matters to assist in the preparation of its financial statements, BioNTech’s financial statements could contain material misstatements that, when discovered in the future, could cause it to fail to meet its future reporting obligations and cause the price of BioNTech ADSs to decline.

BioNTech is an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make BioNTech Shares and the ADSs less attractive to investors.

BioNTech is an “emerging growth company” under the JOBS Act, and it will remain an emerging growth company until the earlier of:

BioNTech expects that it will cease to be an emerging growth company beginning January 1, 2021. For so long as it remains an emerging growth company, BioNTech is permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to public companies that are not emerging growth companies. These exemptions include:

BioNTech may choose to take advantage of some, but not all, of the available exemptions. BioNTech has taken advantage of reduced reporting burdens in this proxy statement/prospectus. In particular, BioNTech has not included all of the executive compensation information that would be required if it were not an emerging growth company. BioNTech cannot predict whether investors will find the ADSs less attractive if it relies on certain or all of these exemptions. If some investors find the ADSs less attractive as a result, there may be a less active trading market for the ADSs and the price per ADS may be more volatile.

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In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Such provisions are only applicable under U.S. GAAP. As a result, BioNTech will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required or permitted by the IASB.

As a “foreign private issuer,” BioNTech is exempt from a number of rules under the U.S. securities laws, as well as Nasdaq rules, and BioNTech is permitted to file less information with the SEC than are U.S. companies. This may limit the information available to holders of the ADSs and may make BioNTech Shares and the ADSs less attractive to investors.

BioNTech is a “foreign private issuer,” as defined in the rules and regulations of the SEC, and, consequently, BioNTech is not subject to all of the disclosure requirements applicable to companies organized within the United States. For example, BioNTech is exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, BioNTech’s officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of BioNTechsecurities. Moreover, BioNTech is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies. Accordingly, there may be less publicly available information concerning BioNTech than there is for U.S. public companies.

As a foreign private issuer, BioNTech will file an Annual Report on Form 20-F within four months of the close of each fiscal year ending December 31 and reports on Form 6-K relating to certain material events promptly after BioNTech publicly announces these events. Additionally, BioNTech relies on a provision in Nasdaq’s Listed Company Manual that allows BioNTech to follow German company law and European law applicable to European stock corporations in general and the German Stock Corporation Act (Aktiengesetz), the Council Regulation (EC) No 2157/2001 of October 8, 2001 on the Statute for a European company (SE), or the SE Regulation, and the German Act on the Implementation of Council Regulation (EC) No 2157/2001 of October 8, 2001 on the Statute for a European company (SE) (Gesetz zur Ausführung der Verordnung (EG) NR. 2157/2001 des Rates vom 8. Oktober 2001 über das Statut der Europäischen Gesellschaft (SE)) (SE-Ausführungsgesetz—SEAG), in particular with regard to certain aspects of corporate governance. This allows BioNTechto follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on Nasdaq.

For example, BioNTech is exempt from regulations of Nasdaq that require a listed U.S. company to:

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As a foreign private issuer, BioNTech is permitted to follow home country practice in lieu of the above requirements. BioNTech therefore continues to follow German corporate governance practices in lieu of the corporate governance requirements of Nasdaq in certain respects. In particular, BioNTech follows German corporate governance practices in connection with the distribution of annual and interim reports to shareholders, the application of BioNTech’s code of conduct to its Supervisory Board, proxy solicitation in connection with shareholders’ meetings, and obtaining shareholder approval in connection with the establishment of or material amendment to certain equity- based compensation plans.

In accordance with BioNTech’s Nasdaq listing, BioNTech’s audit committee is required to comply with the provisions of Section 301 of the Sarbanes-Oxley Act, and Rule 10A-3 of the Exchange Act, both of which are also applicable to U.S. companies listed on Nasdaq. As BioNTech is a foreign private issuer, however, BioNTech’s audit committee is not subject to additional requirements of Nasdaq applicable to listed U.S. companies, including an affirmative determination that all members of the audit committee are “independent,” using more stringent criteria than those applicable to BioNTech as a foreign private issuer.

Due to the above exemptions for foreign private issuers, BioNTech’s shareholders will not be afforded the same protections or information generally available to investors holding shares in public companies organized in the United States, some investors may find the ADSs less attractive as a result, and there may be a less active trading market for the ADSs.

A significant portion of BioNTech’s total outstanding BioNTech Shares will be restricted from immediate resale but may be sold in the near future. The large number of shares eligible for sale or subject to rights requiring BioNTech to register them for sale could cause the market price of the ADSs to drop significantly, even if BioNTech’s business is performing well.

Sales of a substantial number of BioNTech Shares or the ADSs could occur at any time, subject to certain restrictions described below. These sales, or the perception in the market that holders of a large number of shares intend to sell shares, could reduce the market price of the ADSs. As of December 31, 2019, BioNTech had 226,779,744 ordinary shares outstanding.

In connection with BioNTech’s initial public offering, BioNTech, all of its directors and officers, and substantially all of its shareholders entered into lock-up agreements with the underwriters and/or are subject to market standoff agreements or other agreements with BioNTech under which BioNTech and they agreed, subject to specific exceptions, not to sell any of BioNTech’s shares for at least 180 days following the date of BioNTech’s initial public offering. The remaining BioNTech Shares will be available for sale since they are not subject to contractual and legal restrictions on resale. Any or all of the shares subject to lock-up agreements may be released prior to the expiration of the lock-up period at the discretion of the lead underwriters for the respective offerings. To the extent shares are released before the expiration of the lock-up period and these shares are sold into the market, the market price of the ADSs could decline.

BioNTech intends to file one or more registration statements on Form S-8 under the Act to register all BioNTech Shares issued or issuable under BioNTech’s equity plans. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market following the expiration of the applicable lock-up period.

Sales of ADSs or BioNTech Shares as restrictions end or pursuant to registration rights may make it more difficult for BioNTech to finance its operations through the sale of equity securities in the future at a time and at a price that BioNTech deems appropriate. These sales also could cause the trading price of the ADSs to fall and make it more difficult for BioNTech to sell the ADSs.

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Holders of the ADSs are not treated as shareholders of BioNTech and will not have the same voting rights as BioNTech shareholders, which may affect the value of the ADSs.

Holders of ADSs are not treated as BioNTech shareholders unless they cancel the ADSs and withdraw the BioNTech Shares underlying the ADSs from the depositary, which is the holder of the BioNTech Shares underlying the ADSs. Holders of ADSs, therefore, do not have any rights as shareholders of BioNTech, other than the rights that they have pursuant to the deposit agreement. As such, holders of ADSs will not be able to directly vote underlying BioNTech Shares. Holders of ADSs may instruct the depositary how to vote the BioNTech Shares underlying their ADSs. If BioNTech asks it to, the depositary will send out information about shareholder meetings and solicit voting instructions and will try to carry out voting instructions it receives. However, BioNTech is not required to instruct the depositary to take action with respect to shareholder meetings. If BioNTech does not do so, holders of the ADSs can still send voting instructions to the depositary, and the depositary may try to carry out those instructions, but it is not required to do so. Holders of the ADSs may not become aware of shareholder meetings if the depositary does not send out information. Even if the depositary does solicit voting instructions, holders of ADSs may not receive the information in time. As a result of these factors, holders of ADSs may not be able to effectively exercise voting rights that they would have if they held BioNTech Shares directly.

If BioNTech sells BioNTech Shares or the ADSs in future financings, holders of ADSs may experience immediate dilution and, as a result, the price of the ADSs may decline.

BioNTech may from time to time issue additional BioNTech Shares or sell ADSs at a discount from the current trading price of BioNTech Shares or the ADSs. As a result, holders of ADSs would experience further immediate dilution upon the purchase of any BioNTech Shares or ADSs sold at such discount. In addition, as opportunities present themselves, BioNTech may enter into financing or similar arrangements in the future, including the issuance of debt securities, BioNTech Shares or ADSs. If BioNTech issues BioNTech Shares or securities convertible or exchangeable into BioNTech Shares, such as ADSs, holders of the ADSs would experience additional dilution and, as a result, the price of the ADSs may decline.

Raising additional capital may cause dilution to BioNTech existing shareholders, restrict BioNTech’s operations, or require BioNTech to relinquish rights to its technologies or product candidates.

BioNTech may seek additional capital through a combination of public and private equity offerings, debt financings, collaborations and licensing arrangements. To the extent that BioNTech raises additional capital through the sale of equity securities, including securities convertible or exchangeable into BioNTech Shares, your ownership interest will be diluted and the terms may include liquidation or other preferences that adversely affect your rights as a holder of ADSs. The incurrence of indebtedness would result in increased fixed payment obligations and could involve restrictive covenants, such as limitations on BioNTech’s ability to incur additional debt, limitations on BioNTech’s ability to acquire or license intellectual property rights and other operating restrictions that could adversely impact BioNTech’s ability to conduct its business. If BioNTech raises additional funds through collaborations and licensing arrangements with third parties or through asset sales, BioNTech may have to relinquish valuable rights to its technologies or product candidates, or grant licenses on terms unfavorable to BioNTech.

Holders of the ADSs may not be able to participate in any future preemptive subscription rights issues or elect to receive dividends in shares, which may cause additional dilution to their holdings.

Under German law, the existing shareholders of a company generally have a preemptive right in proportion to the amount of shares they hold in connection with any issuance of ordinary shares, convertible bonds, bonds with warrants, profit participation rights and participating bonds. However, a shareholders’ meeting may vote, by a majority representing at least three-quarters of the share capital represented at the meeting, to waive this preemptive right provided that, from the company’s perspective, there exists good and objective cause for such waiver.

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ADS holders will not be entitled to exercise or sell such rights unless BioNTech registers the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. In addition, the deposit agreement provides that the depositary need not make rights available to you unless the distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act or exempted from registration under the Securities Act. BioNTech is under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, BioNTech may not be able to establish an exemption from registration under the Securities Act. Accordingly, ADS holders may be unable to participate in BioNTech’s rights offerings and may experience dilution in their holdings. In addition, if the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case you will receive no value for these rights.

U.S. holders of ADSs may suffer adverse tax consequences if BioNTech is characterized as a passive foreign investment company.

A non-U.S. corporation will be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. In addition, a non-U.S. corporation will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation in which it owns, directly or indirectly, more than 25% (by value) of the stock.

Based on the current composition of BioNTech’s income and assets and the value of BioNTech’s assets, including goodwill, which is based on the current market price of the ADSs, BioNTech does not expect to be treated as a PFIC for its current taxable year or in any future taxable year. However, because PFIC status is based on BioNTech’s income, assets and activities for the entire taxable year, which BioNTech expects may vary substantially over time, it is not possible to determine whether BioNTech will be characterized as a PFIC for any taxable year until after the close of the taxable year. Moreover, BioNTech must determine its PFIC status annually based on tests that are factual in nature, and BioNTech’s status in future years will depend on its income, assets and activities in each of those years. There can be no assurance that BioNTech will not be considered a PFIC for any taxable year. If BioNTech were to be or become a PFIC for any taxable year during which a U.S. holder (defined below in “Certain Material U.S. Federal Income Tax Considerations”) holds ADSs, certain adverse U.S. federal income tax consequences could apply to such U.S. holder. See “Taxation—Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Considerations” in BioNTech’s registration statement on Form F-1 filed with the SEC on September 9, 2019.

The interpretation of the treatment of ADSs by the German tax authorities is subject to change.

The specific treatment of ADSs under German tax law is based on administrative provisions by the fiscal authorities, which are not codified law and are subject to change. Tax authorities may modify their interpretation and the current treatment of ADSs may change. According to the circular issued by the German Federal Ministry of Finance (BMF-Schreiben), dated May 21, 2019, (reference number IV C 1—S 1980-1/16/10010 :001, ADSs are not treated as capital participation (Kapitalbeteiligung) within the meaning of Section 2 Para. 8 of the Investment Tax Code (Investmentsteuergesetz). Such interpretation by the fiscal authorities may have adverse effects on the taxation of investors.

U.S. investors may have difficulty enforcing civil liabilities against BioNTech and members of its Supervisory Board and Management Board and the experts named in this proxy statement/prospectus.

BioNTech is incorporated under the laws of Germany as a European stock corporation (Societas Europaea) pursuant to the SE Regulation. The majority of BioNTech’s assets are located outside the United States and all of

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the members of BioNTech’s Management Board and Supervisory Board reside outside of the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against them or BioNTech in U.S. courts’ judgments predicated upon the civil liability provisions of the federal securities laws of the United States. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in Germany. An award for monetary damages under the U.S. securities laws would be considered punitive if it does not seek to compensate the claimant for loss or damage suffered and is intended to punish the defendant. The enforceability of any judgment in Germany will depend on the particular facts of the case as well as the laws and treaties in effect at the time. There is currently no treaty between the United States and Germany providing for reciprocal recognition and enforceability of judgments rendered in connection with civil and commercial disputes and, accordingly, a final judgment rendered by a U.S. court based on civil liability would, except where explicitly ruled enforceable by a competent German court, not be enforceable in Germany as such. However, a U.S. court’s judgment may carry evidentiary value in any proceedings for civil liability brought in the German courts. Litigation in Germany is also subject to rules of procedure that differ from the U.S. rules, including with respect to the taking and admissibility of evidence, the conduct of the proceedings and the allocation of costs. Proceedings in Germany would have to be conducted in the German language, and all documents submitted to the court would, in principle, have to be translated into German. For these reasons, it may be difficult for a U.S. investor to bring an original action in a German court predicated upon the civil liability provisions of the U.S. federal securities laws against BioNTech or any members of its Management or Supervisory Boards.

German and other non-U.S. courts may refuse to hear a U.S. securities law claim because such courts may not be the most appropriate forums in which to bring such a claim. Even if a non-U.S. court agrees to hear a claim, it may determine that the law of the jurisdiction in which the court resides, and not U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides.

The rights of shareholders in a stock corporation subject to German law differ in material respects from the rights of shareholders of corporations incorporated in the United States.

BioNTech is a European stock corporation (Societas Europaea) with its registered office in Germany. BioNTech’s corporate affairs are governed by the laws governing stock corporations and European stock corporations incorporated in Germany, the SE Regulation and BioNTech’s articles of association. The rights of shareholders may be different from the rights and obligations of shareholders in companies governed by the laws of U.S. jurisdictions. Among other differences in shareholder rights, under German law, certain important resolutions, including, for example, capital decreases, measures under the German Transformation Act (Umwandlungsgesetz), such as mergers, conversions and spin-offs and the dissolution of the German stock corporation apart from insolvency and certain other proceedings, require the vote of a 75% majority of the capital present or represented at the relevant shareholders’ meeting. Therefore, the holder or holders of a blocking minority of more than 25% or, depending on the attendance level at the shareholders’ meeting, the holder or holders of a smaller percentage of the shares in a German stock corporation may be able to block any such votes, possibly to BioNTech’s detriment or the detriment of other shareholders.

As a general rule under German law, in the case of a two-tier European stock corporation a shareholder has no direct recourse against the members of the management board and the supervisory board, in the event that it is alleged that they have breached their duty of loyalty or duty of care to the corporation. Apart from when it is able to fulfill its third party obligations, certain tortious conduct of board members or other special circumstances, only the European stock corporation itself has the right to claim damages from members of the management and supervisory boards. A European stock corporation may waive or settle these damages claims only if at least three years have passed and the shareholders approve the waiver or settlement at the shareholders’ meeting with a simple majority of the votes cast, provided that a minority holding, in the aggregate, 10% or more of the European stock corporation’s share capital does not have its opposition formally noted in the minutes.

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In addition, the responsibilities of members of BioNTech’s Management Board and Supervisory Board may differ from the duties of directors of U.S. corporations. For example, in the performance of their duties, BioNTech’s Management Board and Supervisory Board may take into account a broad range of considerations, including BioNTech’s interests, the interests of BioNTech’s shareholders, employees, creditors and, to a limited extent, the general public. It is possible that some of these parties will have interests that are different from, or in addition to, your interests as a holder of ADSs.

For more information, BioNTech has provided summaries of relevant German corporation law and of its articles of association under “Management” and “Description of Share Capital and Articles of Association (Satzung).”

If securities analysts publish negative evaluations of BioNTech, the price of the ADSs could decline.

The trading market for the ADSs relies, in part, on the research and reports that industry or financial analysts publish about BioNTech or its business. If one or more of the analysts covering BioNTech’s business downgrade their evaluations of BioNTech, the price of the ADSs could decline. If one or more of these analysts cease to cover the ADSs, BioNTech could lose visibility in the market for the ADSs, which in turn could cause price of the ADSs to decline.

BioNTech’s principal shareholders and management own a significant percentage of BioNTech Shares and will be able to exert significant control over matters subject to shareholder approval.

BioNTech’s executive officers, directors, five percent or greater shareholders, and their affiliates beneficially own approximately 83.40% of BioNTech Shares as of February 10, 2020. Therefore, these shareholders will have the ability to influence BioNTech through their ownership positions. For example, these shareholders, acting together, may be able to exert significant influence over matters such as elections of directors, amendments of BioNTech’s organizational documents, or approval of any merger, sale of assets or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for BioNTech Shares that you may believe are in your best interest as one of BioNTech’s shareholders.

Because BioNTech does not currently pay cash dividends on BioNTech Shares and does not anticipate doing so in the foreseeable future, capital appreciation, if any, will be the sole source of gain on investments in the ADSs.

There is no plan to declare or pay cash dividends on BioNTech Shares. The intention is to retain all future earnings, if any, to finance the growth and development of the business. Additionally, the terms of any future debt agreements may preclude dividend payments. BioNTech’s ability to pay dividends is also limited under the terms of the investment agreement BioNTech has entered into with BMGF. As a result, capital appreciation, if any, on the ADSs will be the sole source of gain for the foreseeable future.

If BioNTech were to pay dividends, holders of the ADSs may be unable to claim tax credits with respect to, or tax refunds to reduce German withholding tax applicable to, the payment of such dividends, or such dividends may effectively be taxed twice.

As a German tax resident company, if BioNTech were to pay dividends, such dividends will be subject to German withholding tax. Currently, the applicable German withholding tax rate is 26.375% of the gross dividend. This German tax can be reduced to the applicable U.S.-Germany income tax treaty, or Treaty, rate, which is generally 15%, if the applicable taxpayer is eligible for such Treaty rate and files an application containing a specific German tax certificate with the German Federal Central Tax Office (Bundeszentralamt für Steuern). If such a tax certificate cannot be delivered to the ADS holder due to applicable settlement mechanics or lack of information regarding the ADS holder, holders of the ADSs may be unable to benefit from the double tax treaty relief (including “Eligible U.S. Holders” as defined under the Treaty) and may be unable to file for a

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credit of such withholding tax in its jurisdiction of residence. Further, the payment made to the ADS holder equal to the net dividend may, under the tax law applicable to the ADS holder, qualify as taxable income that is in turn subject to withholding, which could mean that a dividend is effectively taxed twice. There can be no guarantee that the information delivery requirement can be satisfied in all cases, which could result in adverse tax consequences for affected ADS holders. ADS holders should note that the applicable interpretation circular (Besteuerung von American Depositary Receipts (ADR) auf inländische Aktien) issued by the German Federal Ministry of Finance (Bundesministerium der Finanzen), dated May 24, 2013 (reference number IV C 1-S2204/12/10003), as amended by the circular dated December 18, 2018 (reference number IV C 1-S2204/12/10003), or the ADR Tax Circular, is not binding on German courts, and there is no certainty as to whether a German tax court will follow the ADR Tax Circular in determining the German tax treatment of the ADSs. In addition, the ADR Tax Circular does not include details on how an ADR program should be designed. If the ADSs were determined not to fall within the scope of application of the ADR Tax Circular, or a German tax court did not follow the ADR Tax Circular, and profit distributions made with respect to the ADSs were not treated as a dividend for German tax purposes, a holder of the ADSs would not be entitled to a refund of any taxes withheld on the dividends under German tax law and profit distributions made with respect to the ADSs may be effectively taxed twice.

BioNTech could be subject to securities class action litigation.

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. This risk is especially relevant for BioNTech because biopharmaceutical companies have experienced significant price volatility in recent years. If BioNTech faces such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm BioNTech’s business.

ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiffs in an action of that kind.

The deposit agreement governing the ADSs representing BioNTech Shares provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against BioNTech or the depositary arising out of or relating to BioNTech Shares, the ADSs or the deposit agreement, including any claim under U.S. federal securities laws.

If BioNTech or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To BioNTech’s knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, BioNTech believes that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. BioNTech believes that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement.

If you or any other ADS holders bring a claim against BioNTech or the depositary in connection with matters arising under the deposit agreement or relating to the ADSs, including claims under federal securities laws, you may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against BioNTech or the depositary. If a lawsuit is brought against BioNTech or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiffs in that action.

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Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial.

No condition, stipulation or provision of the deposit agreement or the ADSs serves as a waiver by any ADS holder or by BioNTech or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

Risk Factors Related to BioNTech’s Business

Risks Related to BioNTech’s Financial Condition and Capital Requirements

BioNTech is a clinical-stage biopharmaceutical company with no pharmaceutical products approved for commercial sale. BioNTech has incurred significant losses since its inception and BioNTech anticipates that it will continue to incur significant losses for the foreseeable future, which makes it difficult to assess its future viability.

BioNTech has incurred net losses in each year since its inception in 2008, including net losses of €179.2 million and €48.3 million for the years ended December 31, 2019 and December 31, 2018, respectively. As of December 31, 2019, BioNTech had accumulated losses of €424.8 million.

BioNTech has devoted most of its financial resources to research and development, including its clinical and preclinical development activities and the development of its platforms. To date, BioNTech has financed its operations primarily through the sale of equity securities and proceeds from collaborations and, to a lesser extent, through revenue from manufacturing operations and grants from governmental and private organizations. The amount of BioNTech’s future net losses will depend, in part, on the rate of its future expenditures and its ability to obtain funding through equity or debt financings, sales of assets, collaborations or grants. BioNTech has not commenced or completed pivotal clinical trials for its programs and it will be several years, if ever, before BioNTech or its collaborators have a product candidate ready for commercialization. Even if BioNTech obtains regulatory approval to market a product candidate, its future revenues will depend upon the size of any markets in which its product candidates have received approval, and BioNTech’s ability to achieve sufficient market acceptance, reimbursement from third-party payors, and adequate market share in those markets. BioNTech may never achieve profitability.

BioNTech expects to continue to incur significant expenses and increasing operating losses for the foreseeable future. BioNTech anticipates that its expenses will increase substantially if and as BioNTech and its collaborators:

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BioNTech’s operating results may fluctuate significantly, which makes BioNTech’s future operating results difficult to predict. If BioNTech’s operating results fall below expectations, the price of the ADSs could decline.

BioNTech’s financial condition and operating results have varied in the past and will continue to fluctuate from one financial period to the next due to a variety of factors, many of which are beyond BioNTech’s control. Factors relating to BioNTech’s business that may contribute to these fluctuations include the following, as well as other factors described elsewhere in this proxy statement/prospectus:

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Due to the various factors mentioned above, and others, the results of any of BioNTech’s periods should not be relied upon as indications of BioNTech’s future operating performance.

The net losses BioNTech incurs may fluctuate significantly from one reporting period to the next, such that a period-to-period comparison of BioNTech’s results of operations may not be a good indication of BioNTech’s future performance.

In any particular period, BioNTech’s operating results could be below the expectations of securities analysts or investors, which could cause the price of the ADSs to decline. While as a general matter BioNTech intends to periodically report on the status of its product candidate pipeline, including articulating anticipated next steps in the form of development plans or potential data readouts, BioNTech may not always be able to provide forward-looking guidance on the timing of those next steps. In addition, BioNTech does not control the timing of disclosures of any milestones related to any of its programs that are managed by its collaborators. Any disclosure by a collaborator of data that are perceived as negative, whether or not such data are related to other data that BioNTech or others release, may have a material adverse impact on the price of the ADSs or overall valuation. The price of the ADSs may decline as a result of unexpected clinical trial results in one or more of BioNTech’s programs, including adverse safety events reported for any of BioNTech’s programs.

BioNTech has only generated limited revenue and may never be profitable.

BioNTech’s ability to generate revenue and achieve profitability depends on its ability, alone or with collaborators, to successfully complete the development of, and obtain the regulatory approvals necessary to commercialize, its product candidates. Although BioNTech generates limited revenue from sales of products by its external services business unit, BioNTech does not anticipate generating revenues from pharmaceutical product sales in the near term. BioNTech’s ability to generate future revenues from pharmaceutical product sales depends heavily on its success in: