SUMMARY

This summary highlights information contained elsewhere in this proxy statement/prospectus. This summary may not contain all the information that may be important to you, and you are urged to read this entire proxy statement/prospectus carefully, including the attached annexes, and the other documents to which this proxy statement/prospectus refers or which are incorporated by reference herein in order for you to fully understand the Merger. See also “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” located elsewhere in this proxy statement/prospectus.

Information about the Companies

BioNTech SE

BioNTech was founded in 2008 on the understanding that every cancer patient’s tumor is unique and that in order to effectively address this challenge, we must create individualized treatments for each patient. To realize this vision, BioNTech combines decades of groundbreaking research in immunology, cutting-edge therapeutic platforms, and a variety of patient profiling and bioinformatic tools to develop individualized immunotherapies for cancer as well as other diseases. BioNTech leverages powerful new therapeutic mechanisms and exploits a diverse array of biological targets to harness the power of each patient’s immune system to address the unique molecular signature of each patient’s underlying disease. BioNTech believes it is uniquely positioned to develop and commercialize the next generation of immunotherapies with the potential to significantly improve clinical outcomes for patients and usher in a new era of individualized medicine.

BioNTech and its collaborators have advanced a development pipeline of over 20 product candidates, of which 10 have entered into 11 ongoing clinical trials. While BioNTech believes its approach is broadly applicable across a number of therapeutic areas, its most advanced programs are focused on oncology, where it has treated over 400 patients across 17 tumor types to date. BioNTech’s immunotherapy drug classes consist of messenger ribonucleic acid, or mRNA, therapeutics, engineered cell therapies, antibodies and small molecule immunomodulators. BioNTech’s product candidates span oncology, infectious diseases and rare diseases.

BioNTech has established relationships with seven pharmaceutical collaborators, including Genentech, Inc., or Genentech, Sanofi S.A., or Sanofi, Genmab A/S, or Genmab, Genevant Sciences GmbH, or Genevant, Eli Lilly and Company, or Eli Lilly, Bayer AG, or Bayer, and Pfizer Inc., or Pfizer.

The principal executive offices of BioNTech are located at An der Goldgrube 12, D-55131 Mainz, Germany. Its telephone number is +49 6131-9084-0. Its website address is http://www.biontech.de. The information contained on, or that can be accessed through, BioNTech’s website is not incorporated by reference into this proxy statement/prospectus. BioNTech has included its website address as an inactive textual reference only.

Merger Sub

Merger Sub is a wholly-owned direct subsidiary of BioNTech and was formed on January 8, 2020 exclusively for the purpose of effecting the Merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Merger. Merger Sub’s separate corporate existence will cease upon the consummation of the Merger and Neon will continue as the surviving corporation. The address and telephone number for Merger Sub’s principal executive offices are 228 E. 45th Street, Suite 9e, New York, NY 10017 and +1 (347) 694-5321, respectively.

Neon Therapeutics, Inc.

Neon is a clinical-stage immuno-oncology company and a leader in the field of neoantigen-targeted therapies, dedicated to transforming the treatment of cancer by directing the immune system towards neoantigens. Neon is leveraging its neoantigen platform and over a decade of insights from its founders to

develop neoantigen-targeted therapies that use two distinct approaches. The first are fully personal therapies that target neoantigens specific to each individual and the second are therapies that target neoantigens that are shared across subsets of patients or tumor types. These approaches focus on targeting a prioritized set of what Neon believes are the most therapeutically-relevant neoantigens. Neon is applying these two approaches to develop neoantigen-targeted product candidates using multiple treatment modalities.

NEO-PTC-01, Neon’s personal neoantigen adoptive T cell therapy, consists of multiple T cell populations targeting what Neon predicts to be the most therapeutically-relevant neoantigens from each patient’s tumor. NEO-PTC-01 is currently in preclinical development, and Neon announced the filing of a clinical trial application in Europe in December 2019 to evaluate NEO-PTC-01 in solid tumors in patients who are refractory to checkpoint inhibitors. Neon plans to initiate a Phase 1 dose escalation clinical trial in metastatic melanoma in collaboration with the Netherlands Cancer Institute in the middle of 2020. The second planned indication for NEO-PTC-01 is metastatic ovarian cancer, with the potential to both expand to other solid tumor types and pursue clinical development in the United States.

In parallel to its personal therapies, Neon is advancing additional therapies that use a precision medicine approach. These include multiple neoantigen-targeted therapies that direct the immune system towards prevalent mutations that are shared across patients in specific tumor types. Neon intends to develop product candidates targeting shared neoantigens using both non-engineered and non-engineered T cell modalities. Neon’s first product candidate using this approach, NEO-STC-01, is a shared neoantigen adoptive T cell therapy for the treatment of RAS-mediated cancers. Neon continues to make significant progress with respect to its precision T cell approach and have also assembled libraries of high-quality T cell receptors, or TCRs, against various shared neoantigens across common human leukocyte antigens, or HLAs which are suitable for an engineered TCR-T cell therapy approach.

Neon also has two neoantigen vaccines in its portfolio: NEO-PV-01 and NEO-SV-01. The most clinically advanced of these is NEO-PV-01, a fully personal neoantigen cancer vaccine, custom-designed and manufactured for each individual patient’s tumor mutations. It is in Phase 1b clinical development in metastatic disease settings, with three ongoing trials. Neon reported top line results from the first trial, NT-001, recently at the Society of Immunotherapy for Cancer 2019 meeting. Neon subsequently announced in November 2019, that it will cease undertaking new announced the cessation of additional spending commitments related to its cancer vaccine programs, NEO-PV-01 and NEO-SV-01. Neon will continue to conduct follow-up from its ongoing NT-002 clinical trial of NEO-PV-01 in first-line patients with untreated advanced or metastatic non-small cell lung cancer, with plans to report initial clinical data from this trial in the third quarter of 2020. Neon has also ceased future enrollment in its NT-003 trial in metastatic melanoma.

Neon generates its product candidate pipeline using our proprietary neoantigen platform, which continuously improves as our product candidates generate data. This platform comprises two key elements: our Real-time Epitope Computation for ONcology, or RECON, bioinformatics engine and our combined T cell biology and immune-monitoring expertise, in particular NEO-STIM, our proprietary antigen-specific T cell induction protocol.

The principal executive offices of Neon are located at 40 Erie Street, Suite 110 Cambridge, Massachusetts 02139. Its telephone number is (617) 337-4701. Its website address is https://neontherapeutics.com/. This proxy statement/prospectus incorporates important business and financial information about Neon from other documents that are not included in or delivered with this proxy statement/prospectus. For a list of the documents that are incorporated by reference, see “Where You Can Find More Information” located elsewhere in this proxy statement/prospectus.

Summary of the Merger (page 10)

Subject to the terms and conditions of the Merger Agreement, Merger Sub, a wholly owned direct subsidiary of BioNTech, will be merged with and into Neon, and Neon will continue as the surviving corporation in the Merger and a wholly owned direct subsidiary of BioNTech. At the Effective Time, the certificate of incorporation and the bylaws of Merger Sub, each as in effect immediately prior to completion of the Merger, will be the certificate of incorporation and bylaws, respectively, of the surviving corporation in the Merger, in each case, as amended to change the name of the surviving corporation and to comply with the indemnification obligations provided in the Merger Agreement.

Merger Consideration (page 10)

At the Effective Time, 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 cancelled and converted into the right to receive the Merger Consideration, with each BioNTech ADS representing one BioNTech Share, without interest but subject to any withholding required under applicable law.

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. No fractional BioNTech ADSs will be issued in the Merger. Each holder of shares of Neon common stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a BioNTech ADS shall receive, in lieu thereof, cash (rounded to the nearest whole cent), without interest, in an amount equal to such fractional part of a BioNTech ADS multiplied by 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.

Treatment of Neon Options, Neon Units and Neon Restricted Stock (page 10)

Neon Options

At the Effective Time, each 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.

Neon Units

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.

At the Effective Time, each Neon Unit shall vest in full and be cancelled and converted into the right to receive from the Company Trust 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.

Neon Restricted Stock

At the Effective Time, each 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.

Risk Factors (page 11)

You should carefully read this proxy statement/prospectus and especially consider the factors discussed in “Risk Factors” in connection with your consideration of the Merger before deciding whether to vote for approval of the Merger Proposal.

The Neon Special Meeting (page 11)

The Neon Special Meeting will be held on [●], 2020, at [●], local time, at [●]. At the Neon Special Meeting, Neon stockholders will be asked to consider and vote upon the following proposals:

You may vote at the Neon Special Meeting if you owned shares of Neon common stock at the close of business on [●], 2020, the Neon record date. You may cast one vote for each share of Neon common stock that you owned as of the Neon record date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, or other nominee. On the Neon record date, there were outstanding a total of [●] shares of Neon common stock entitled to vote at the Neon Special Meeting.

Completion of the Merger is conditioned on the approval of the Merger Proposal. Approval of the Merger Proposal requires the affirmative vote of a majority of the outstanding shares of 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 at the meeting in person or by proxy.

Share Ownership and Voting by Neon Directors and Executive Officers (page 11)

As of the record date, approximately [●]% of the outstanding shares of Neon common stock was held by Neon directors and executive officers and their respective affiliates.

Recommendation of the Neon Board and its Reasons for the Merger (page 11)

At a meeting of the Neon Board held on January 15, 2020, the Neon Board unanimously: (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, upon the terms and 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 the Neon stockholders vote “FOR” the Merger Proposal, and “FOR” the Adjournment Proposal. For the factors considered by the Neon Board in reaching its decision to approve the Merger Agreement and the recommendations of the Neon Board, see “The Merger—Recommendation of the Neon Board and its Reasons for the Merger” located elsewhere in this proxy statement/prospectus.

Opinion of Neon’s Financial Advisor (page 12 and Annex C)

In connection with the Merger, at the meeting of the Neon Board on January 15, 2020, Duff & Phelps LLC, or Duff & Phelps, rendered an oral opinion to the Neon Board, which was subsequently confirmed by delivery of a written opinion immediately after the meeting on January 15, 2020, to the effect that, as of that date, the Exchange Ratio provided for in the proposed transaction was fair, from a financial point of view, to the holders of shares of Neon common stock (without giving effect to any impact of the proposed transaction on any particular stockholders other than in its capacity as a stockholder).

The full text of the Duff & Phelps written opinion, dated January 15, 2020 which describes the assumptions made and limitations upon the review undertaken by Duff & Phelps in preparing its opinion, is attached hereto as Annex C and is incorporated by reference herein. You should read the opinion carefully in its entirety.

Accounting Treatment (page 12)

The Merger will be accounted for in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, and in particular, with IFRS 3, Business Combinations, or IFRS 3, under which the Merger qualifies since the acquisition of Neon by BioNTech fulfills the definition of a business. On the date of the acquisition, the identifiable assets and liabilities of Neon will be recorded by BioNTech at their respective acquisition-date fair values. Any excess of the purchase price over the net acquisition-date fair value of the identifiable assets acquired and liabilities assumed will be recognized as goodwill.

Regulatory Approvals Required for the Merger (page 12)

In connection with the issuance of BioNTech ADSs in the Merger, pursuant to the Merger Agreement, as a condition to the closing of the Merger, BioNTech must file a registration statement with the SEC under the Act, of which this proxy statement/prospectus forms a part, that is declared effective by the SEC.

Appraisal Rights (page 12)

Under Delaware law, the Neon stockholders are not entitled to appraisal rights in connection with the Merger or any other transaction contemplated by the Merger Agreement.

Interests of Neon’s Directors and Executive Officers in the Merger (page 12)

In considering the recommendation of the Neon board of directors, or the Neon Board, to approve and declare advisable the Merger Agreement, Neon stockholders should be aware that some of the Neon directors and executive officers have interests in the Merger and have arrangements that are different from, or in addition to, those of Neon stockholders generally, including, but not limited to, the following:

These interests and arrangements may create potential conflicts of interest. The Neon Board was aware of these potential conflicts of interest and considered them, among other matters, in reaching its decision to approve and declare advisable the Merger Agreement and recommend that the Neon stockholders approve and adopt the Merger Agreement.

Board of Directors and Senior Management of the Combined Company (page 13)

The Supervisory Board (Aufsichtsrat) and Management Board (Vorstand) of the Combined Company will be comprised of the Supervisory Board (Aufsichtsrat) and Management Board (Vorstand) of BioNTech prior to the Effective Time.

Dr. Ulrich Wandschneider and Mr. Michael Motschmann qualify as “independent directors” as such term is defined in Rule 10A-3 under the Exchange Act and Nasdaq Rule 5605(a)(2).

BioNTech’s Reasons for the Merger (page 13)

At each of their respective meetings on January 15, 2020, the BioNTech Supervisory Board and the BioNTech Management Board determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, upon the terms and subject to the conditions set forth therein, are fair to, and in the best interests of, BioNTech and BioNTech’s stockholders, and approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, upon the terms and subject to the conditions set forth therein.

In reaching their respective decisions to approve the Merger Agreement and transactions provided for therein, the BioNTech Supervisory Board and BioNTech Management Board evaluated the Merger and the Merger Agreement in consultation with BioNTech’s senior management and outside financial, legal and other advisors, reviewed various financial data and due diligence information, and considered a variety of factors, determining that the Merger would expand BioNTech’s cell therapy pipeline through the addition of neoantigen specific cell therapies which are complementary to BioNTech’s pipeline and focus on solid tumors. These include an adoptive T cell therapy targeting individual neoantigens, and a T cell therapy targeting shared RAS oncogenes. Moreover, the Merger would accelerate BioNTech’s strategy to expand its capabilities and build BioNTech’s presence in the United States by creating a U.S. hub for research and clinical development. Finally, BioNTech believes the acquisition creates long-term value for BioNTech and Neon shareholders by combining capabilities, intellectual property and synergistic pipeline programs.

Listing of the BioNTech ADSs (page 13)

The BioNTech ADSs are listed on Nasdaq under the symbol “BNTX.”

Delisting and Deregistration of Neon Common Stock (page 13)

When the Merger is completed, the shares of Neon common stock currently listed on Nasdaq will cease to be quoted on Nasdaq and will be deregistered under the Exchange Act.

Litigation Related to the Merger (page 13)

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.

The Merger Agreement (page 14 and Annex A)

A complete copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. You should read the entire Merger Agreement carefully because it is the principal document governing the Merger. For a further discussion of the Merger Agreement, see “The Merger Agreement” located elsewhere in this proxy statement/prospectus.

No Solicitation of Offers (page 14)

As more fully described in this proxy statement/prospectus and in the Merger Agreement, and subject to the exceptions described below and in the Merger Agreement, Neon has agreed, among other things, that it will not, directly or indirectly:

Neon has further agreed (1) to immediately cease and terminate any existing solicitations, encouragements, facilitations, discussions or negotiations with any third party with respect to any acquisition proposal, and (2) promptly terminate any physical or electronic data room access and use commercially reasonable efforts to cause all non-public information previously provided by or on behalf of Neon or any of its subsidiaries to any third party or representative to be returned or destroyed in accordance with the applicable confidentiality agreement.

However, at any time prior to the approval and adoption of the Merger Agreement by Neon stockholders, Neon receives an unsolicited written bona fide acquisition proposal from a third party, which did not result from a breach of provisions of the Merger Agreement related to unsolicited proposals and adverse board

recommendation changes, and the Neon Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such acquisition proposal constitutes, or would reasonably be expected to lead to, a superior proposal, and that failure to take the following actions would be inconsistent with fiduciary duties under applicable law, then Neon may:

provided, however, that Neon will not furnish any non-public information except pursuant to a customary confidentiality agreement on terms not less favorable in the aggregate to Neon than the terms of the existing confidentiality agreement between BioNTech and Neon and Neon will concurrently provide to BioNTech any information concerning Neon or its subsidiaries provided to such third party which was not previously provided to BioNTech.

Notwithstanding the foregoing, Neon and its representatives may, following the receipt of an unsolicited written bona fide acquisition proposal from a third party, contact such third party solely in order to clarify and understand the terms and conditions of such acquisition proposal in order to permit the Neon Board to determine in good faith, after consultation with its financial advisor and outside legal counsel, whether such acquisition proposal constitutes, or would reasonably be expected to lead to, a superior proposal, and direct any persons to the Merger Agreement.

The Merger Agreement provides that the term “acquisition proposal” means, with respect to Neon, any offer or proposal from any third party relating to any transaction or series of related transactions involving (i) any acquisition or purchase by any third party, directly or indirectly, of 15% or more of any class of outstanding voting or equity securities of Neon, or any tender offer or exchange offer that, if consummated, would result in any third party beneficially owning 15% or more of any class of outstanding voting or equity securities of Neon, (ii) any merger, amalgamation, consolidation, share exchange, asset acquisitions, business combination, joint venture, license, collaboration, research and development or other similar transaction involving Neon or any of its subsidiaries, the business of which constitutes 15% or more of the net revenues, net income or assets of Neon and its subsidiaries, taken as a whole, (iii) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of Neon or any of its subsidiaries, the business of which constitutes 15% or more of the net revenues, net income or assets of Neon and its subsidiaries, taken as a whole, or (iv) any combination of the foregoing.

The Merger Agreement provides that the term “superior proposal” means any bona fide written acquisition proposal made after the date hereof that the Neon Board, determines in good faith (after consultation with its financial advisor and outside legal counsel), taking into account, among other things, all legal, financial, regulatory, and other aspects of the acquisition proposal and the third party making the acquisition proposal, including the form of consideration, financing terms (and certainty of financing) thereof and the likelihood of consummation, any applicable termination fees, as well as any adjustment to the terms and conditions offered in writing by BioNTech in response to such proposal pursuant to the provisions of the Merger Agreement related to adverse board recommendation changes, which (a) would, if consummated, result in a transaction that is more favorable from a financial point of view to Neon stockholders than the Merger and (b) is reasonably capable of being consummated in accordance with its terms; provided, however, that, for purposes of this definition of “superior proposal,” references in the term “acquisition proposal” to “15%” shall be deemed to be references to “50%”.

Change of Recommendation (page 16)

Neon’s Board Recommendation

Subject to the exceptions described below and in the Merger Agreement, Neon has agreed to recommend that the Neon stockholders approve and adopt the Merger Agreement at the Neon Special Meeting, or the Neon Board Recommendation.

Notwithstanding the above, the Neon Board may, if it determines in good faith (after consultation with its financial advisor and outside legal counsel), that the failure to do so would be inconsistent with its fiduciary duties under applicable law, make an adverse board recommendation change, provided that:

Notwithstanding the above, the Neon Board may fail to (i) make, withdraw, amend, modify, or materially qualify, in a manner adverse to BioNTech or Merger Sub, or otherwise make any statement or proposal inconsistent with, the Neon Board Recommendation; (ii) include the Neon Board Recommendation in the proxy statement that is mailed to Neon’s stockholders; or (iii) reaffirm (publicly, if so requested by BioNTech) the Neon Board Recommendation within ten business days after the date any acquisition proposal (or material modification thereto) is first publicly disclosed by Neon or the person making such acquisition proposal, each following the occurrence of an intervening event, if the Neon Board determines in good faith (after consultation with its financial advisor and outside legal counsel), that the failure to do so would be inconsistent with its fiduciary duties under applicable law, provided that:

Indemnification and Insurance (page 17)

Pursuant to the terms of the Merger Agreement, Neon’s directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies of, and the organizational documents of, Neon and BioNTech. See “The Merger Agreement—Indemnification and Insurance” located elsewhere in this proxy statement/prospectus.

Conditions to Closing (page 17)

Each party’s obligation to effect the Merger is subject to satisfaction at or prior to the Effective Time of each of the following conditions (which may be waived in whole or in part by such party):

The obligations of BioNTech and Merger Sub to effect the Merger are further subject to the satisfaction or waiver of BioNTech at or prior to the Effective Time of the following conditions:

Neon’s obligation to effect the Merger is further subject to the satisfaction or waiver of Neon at or prior to the Effective Time of the following conditions:

Termination Events (page 19)

The Merger Agreement may be terminated at any time prior to the Effective Time by mutual written consent of BioNTech and Neon, and either party may terminate the Merger Agreement in the following circumstances:

BioNTech may terminate the Merger Agreement at any time prior to the Effective Time as follows:

Neon may terminate the Merger Agreement at any time prior to the Effective Time as follows:

Termination Fees (page 20)

Neon will be required to pay to BioNTech a termination fee of $3,200,000 by wire transfer of immediately available funds if the Merger Agreement is terminated as follows:

Material U.S. Federal Income Tax Considerations (page 20)

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. If the Merger qualifies for such intended tax treatment, a U.S. holder (as defined in “Certain Material U.S. Federal Income Tax Considerations” located elsewhere in this proxy statement/prospectus) 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 shares of Neon common stock may recognize gain or loss with respect to cash received in lieu of a fractional BioNTech ADSs.

For a more complete discussion of the material U.S. federal income tax considerations of the Merger applicable to U.S. holders of shares of Neon common stock, please carefully review the information set forth in “Certain Material U.S. Federal Income Tax Considerations” located elsewhere in this proxy statement/prospectus. The discussion of U.S. federal income tax considerations of the Merger contained in this proxy statement/prospectus is intended to provide only a general summary and is not a complete analysis or description of all potential U.S. federal income tax consequences of the Merger. The discussion does not address tax consequences that may vary with, or are contingent on, individual circumstances. In addition, it does not address the effects of any non-U.S., state or local tax laws. Holders of shares of Neon common stock should consult their tax advisor to determine the tax consequences of the Merger to them.

Material German Tax Considerations (page 21)

For a summary of the anticipated material German tax considerations of ownership of BioNTech ADSs, please see “Material German Tax Considerations” located elsewhere in this proxy statement/prospectus.

Comparison of Shareholder Rights (page 21)

As a result of the Merger, Neon stockholders will become holders of BioNTech ADSs, and will have different rights as holders of BioNTech ADSs than they had as holders of Neon common stock. The differences between the rights of these respective holders result from the differences among (1) German, European and Delaware law, (2) the respective governing documents of BioNTech and Neon, and (3) the terms of the deposit agreement among The Bank of New York Mellon, BioNTech and the holders and beneficial owners of BioNTech ADSs. For additional information, see “Comparison of Shareholder Rights” and “Description of the BioNTech ADSs” located elsewhere in this proxy statement/prospectus. For a copy of Neon’s current certificate of incorporation or bylaws, see “Where You Can Find More Information” located elsewhere in this proxy statement/prospectus. BioNTech’s articles of association as of the date hereof are included as an exhibit to the registration statement of which this proxy statement/prospectus is a part.

SELECTED CONSOLIDATED FINANCIAL DATA OF BIONTECH

The following tables present selected consolidated financial data of BioNTech as of and for the years ended December 31, 2018 and 2017, as of September 30, 2019 and for the nine months ended September 30, 2019 and 2018. We derived the selected consolidated statements of operations for the years ended December 31, 2018 and 2017 and the selected consolidated statement of financial position data as of December 31, 2018 from our audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The selected consolidated statements of operations data for the nine months ended September 30, 2019 and 2018 and the selected consolidated statement of financial position data as of September 30, 2019 have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement/prospectus and have been prepared on the same basis as the audited financial statements. In the opinion of management, the unaudited interim data reflects all adjustments necessary for a fair presentation of the financial information in those statements. We present our consolidated financial statements in Euros and in accordance with IFRS as issued by the IASB.

The selected consolidated financial data below should be read together with our consolidated financial statements and related notes, and our unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period, and the results for the nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the full year ended December 31, 2019.

SELECTED CONSOLIDATED FINANCIAL DATA OF NEON

The following tables present selected consolidated financial data of Neon as of and for the years ended December 31, 2018 and 2017, as of September 30, 2019 and for the nine months ended September 30, 2019 and 2018. We derived the selected consolidated statements of operations for the years ended December 31, 2018 and 2017 and the selected consolidated statement of financial position data as of December 31, 2018 from our audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The selected consolidated statements of operations data for the nine months ended September 30, 2019 and 2018 and the selected consolidated statement of financial position data as of September 30, 2019 have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement/prospectus and have been prepared on the same basis as the audited financial statements. In the opinion of management, the unaudited interim data reflects all adjustments necessary for a fair presentation of the financial information in those statements. We present our consolidated financial statements in US dollars and in accordance with GAAP.

The selected consolidated financial data below should be read together with our consolidated financial statements and related notes, and our unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period, and the results for the nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the full year ended December 31, 2019.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On January 15, 2020, BioNTech entered into an agreement to acquire Neon for total consideration of 0.063 ADSs, representing the BioNTech’s ordinary shares, per share of Neon. The relevant 30-day volume weighted average price on January 14, 2020, the day prior to when the transaction was signed, equaled $34.89 per ADS. BioNTech plans to finance the acquisition by issuing new ordinary shares.

The following unaudited pro forma condensed combined financial statements are based on BioNTech’s historical consolidated financial statements prepared in accordance with International Financial Reporting Standards as issued by the IASB, or IFRS, and Neon’s historical consolidated financial statements as adjusted to give effect to BioNTech’s pending acquisition of Neon. Additionally, as Neon prepared its financial statements in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, and applied U.S. dollars as its reporting currency, adjustments have been made to convert Neon’s financial statements to IFRS and its reporting currency to Euros. Please see “Unaudited Pro Forma Condensed Combined Financial Information—2 Accounting policy conformity changes” and “—3 Foreign currency adjustments” below for a discussion of the adjustments made to convert Neon’s financial information from U.S. GAAP to IFRS.

The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2019 and the year ended December 31, 2018 give effect to this transaction as if it had occurred on January 1, 2018. The unaudited pro forma condensed combined statement of financial position as of September 30, 2019 gives effect to this transaction as if it had occurred on September 30, 2019.

As of the date of this filing, BioNTech has not performed the detailed valuation studies necessary to derive the required estimates of the fair value of Neon’s assets to be acquired and liabilities to be assumed and the related allocations of the purchase price, and BioNTech has performed a high-level assessment of the adjustments necessary to conform Neon’s U.S. GAAP accounting policies to the IFRS accounting policies of BioNTech.

As indicated in Note 5 to the unaudited pro forma condensed consolidated financial information, BioNTech has made certain adjustments to adjust the historical book values of the assets and liabilities of Neon to reflect preliminary estimates of the fair values necessary to prepare the unaudited pro forma condensed consolidated financial information, with the excess of the estimated purchase price over the net assets of Neon, as adjusted to reflect estimated fair values, recorded as intangible assets and goodwill.

Additionally, as indicated in Note 2 to the unaudited pro forma condensed consolidated financial information, estimated effects related to the application of IFRS have been based on high-level, preliminary assessments and as indicated in Note 3 to the unaudited pro forma condensed consolidated financial information, the reporting currency has been applied based on a simplified method. Actual results are expected to differ from these unaudited pro forma condensed combined financial information once BioNTech has determined the final purchase price for Neon, completed the valuation studies necessary to finalize the required purchase price allocation and finalized conforming accounting changes for Neon. Such differences may be material.

The assumptions and estimates underlying the unaudited adjustments to the pro forma condensed combined financial statements are described in the accompanying notes, which should be read together with the pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial statements should be read together with:

The unaudited pro forma condensed consolidated financial information do not include the realization of any future cost savings or restructuring or integration charges that are expected to result from the Merger.

The unaudited pro forma condensed combined financial information is not intended to represent or to be indicative of the consolidated results of operations and financial condition of the consolidated company that would have been reported had the acquisition been completed as of the dates presented, and should not be taken as being representative of the future consolidated results of operations or financial condition of the consolidated company.

Unaudited Pro Forma Condensed Combined Balance Sheet

as of September 30, 2019

(in thousands)

Unaudited Pro Forma Condensed Statement of Operations

For the period ended September 30, 2019

(in thousands, except for per share information)

Unaudited Pro Forma Condensed Statement of Operations

For the year ended December 31, 2018

(in thousands, except for per share information)

Notes to Unaudited Pro Forma Condensed Combined Financial Information

The historical consolidated financial statements of BioNTech and Neon have been adjusted in the pro forma condensed combined financial information to give effect to pro forma events that are (1) directly attributable to the business combination, (2) factually supportable and (3) with respect to the pro forma condensed combined statements of operations, expected to have a continuing impact on the combined results following the business combination.

The business combination was accounted for under the acquisition method of accounting in accordance with IFRS 3, Business Combinations. As the acquirer for accounting purposes, BioNTech has performed preliminary estimates of the fair value of Neon’s assets acquired and liabilities assumed and performed a high- level, preliminary conversion to conform the U.S. GAAP accounting policies of Neon to its own accounting policies under IFRS.

The historical financial information of Neon was prepared in accordance with U.S. GAAP. The following high-level, preliminary adjustments convert Neon’s financial information from U.S. GAAP to IFRS and align Neon’s accounting policies to those applied by BioNTech.

The historical financial statements of Neon were presented in U.S. dollars. The historical financial information was translated from U.S. dollars to Euros using the following historical exchange rates:

The Company expects to complete the acquisition of Neon for 0.063 ADSs representing ordinary shares of the Company for each outstanding share of Neon common stock. The Company intends to finance the acquisition by issuing new ordinary shares.

Preliminary purchase price allocation

The Company has performed a preliminary valuation analysis of the fair market value of Neon’s assets and liabilities. The following table summarizes the preliminary purchase price allocation as of the closing of the Merger (in thousands). The total consideration was calculated based on the outstanding shares of Neon common stock as of September 30, 2019.

This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheet and income statement. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include material changes in allocations to intangible assets such as licenses, technology and customer relationships as well as goodwill and other changes to assets and liabilities.

The pro forma adjustments are based on the Company’s preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:

UNAUDITED COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA

The table set forth below contains selected unaudited historical, pro forma and pro forma equivalent per share information for the BioNTech ADSs and shares of Neon common stock.

Historical Per Share Data for BioNTech Shares and Neon Common Stock

The historical per share data for BioNTech Shares and Neon common stock below is derived from the audited consolidated financial statements of each of BioNTech and Neon as of and for the year ended December 31, 2018, and the unaudited condensed consolidated financial statements of each of BioNTech and Neon as of and for the nine months ended September 30, 2019, respectively. For BioNTech, this information is under IFRS. For Neon, this information is under U.S. GAAP.

Combined Unaudited Pro Forma Per Share Data for BioNTech Shares

The combined unaudited pro forma per share data for BioNTech Shares is extracted from the pro forma financial statements appearing elsewhere in this proxy statement/prospectus. The pro forma financial statements are based on, and should be read in conjunction with, the historical consolidated financial statements and accompanying notes of each of BioNTech and Neon for the applicable periods, which are included elsewhere in, or incorporated by reference into, this proxy statement/prospectus. See “Unaudited Pro Forma Condensed Combined Financial Information” located elsewhere in this proxy statement/prospectus for additional information.

The combined unaudited pro forma per share data for BioNTech Shares does not purport to represent what the Combined Company’s actual results of operations or financial condition would have been had the acquisition occurred on the dates assumed, nor is it necessarily indicative of the Combined Company’s future results of operations or financial condition. In particular, the unaudited pro forma combined financial information does not reflect the effect of anticipated cost and revenue synergies associated with the combination of BioNTech and Neon.

Combined Unaudited Pro Forma Per Neon Equivalent Share Data

The combined unaudited pro forma per Neon equivalent share data set forth below shows the effect of the Merger from the perspective of an owner of Neon common stock. The information was calculated by multiplying the unaudited pro forma combined per share data for BioNTech Shares by the exchange rate at the end of the applicable period.

Because the number of BioNTech Shares to be exchanged for each share of Neon common stock will be adjusted based on the shares of Neon common stock outstanding at the Effective Time, the notional value of the Merger Consideration and the exact number of BioNTech Shares that will be issued to Neon stockholders as of the date of the Neon Special Meeting and as of the closing date of the Merger cannot be determined with precision in advance of the Effective Time.

Generally

You should read the below information in conjunction with the selected consolidated financial information of BioNTech and Neon included elsewhere in this proxy statement/prospectus, the historical consolidated financial statements of BioNTech and related notes included elsewhere in this proxy statement/prospectus and the historical consolidated financial statements of Neon and related notes of Neon that have been filed with the SEC and included elsewhere in this proxy statement/prospectus, certain of which are incorporated by reference into this proxy statement/prospectus. See “Selected Consolidated Financial Information of BioNTech,” “Selected Financial Information of Neon,” “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” included elsewhere in this proxy statement/prospectus.

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Comparative Per Share Market Price Information

BioNTech ADSs and shares of Neon common stock are both traded on Nasdaq under the symbols “BNTX” and “NTGN”, respectively. The following table presents the high and low price per share of BioNTech ADSs and shares of Neon common stock on January 15, 2020, the last full trading day before public announcement that BioNTech and Neon had entered into the Merger Agreement, and [●], 2020, the last practicable trading day before the date of this proxy statement/prospectus.

For illustrative purposes, the following table provides the equivalent high and low price per share of Neon common stock on each of the specified dates. These equivalent high and low price per share amounts reflect the fluctuating value of BioNTech ADSs that Neon stockholders would receive in exchange for each share of Neon common stock if the Merger were completed on either of these dates and are calculated by multiplying the high and low price per share of BioNTech ADSs by the exchange ratio of 0.063.