InflaRx NV美股招股说明书(2025-02-13版)

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.This preliminary prospectus supplement and the accompanying prospectus are not an offer to sellthese securities, and we are not soliciting offers to buy these securities, in any state or otherjurisdiction where the offer or sale is not permitted. Filed Pursuant to Rule 424(b)(5)Registration No. 333-273058 SUBJECT TO COMPLETION, DATED FEBRUARY 13, 2025 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated July 11, 2023) InflaRx N.V. Ordinary Shares Pre-Funded Warrants to purchase up toOrdinary Shares This prospectus supplement relates to the offer and sale ofordinary shares, nominal value €0.12 pershare and pre-funded warrants to purchase up toordinary shares. The purchase price of each pre-fundedwarrant will equal the price per share at which ordinary shares are being sold to the public in this offering, minus$0.001, which is the exercise price of each pre-funded warrant. This prospectus supplement also relates to theoffering of the ordinary shares issuable upon exercise of such pre-funded warrants. Our ordinary shares trade on the Nasdaq Global Market, or Nasdaq, under the trading symbol “IFRX.” OnFebruary 12, 2025, the last sale price of our ordinary shares as reported on Nasdaq was $2.57 per share. We do notintend to list the pre-funded warrants on Nasdaq, any other national securities exchange or any other nationallyrecognized trading system. Investing in our ordinary shares and pre-funded warrants involves a high degree of risk. See “RiskFactors” beginning on page S-7 of this prospectus supplement, on page 7 of the accompanying prospectus andin the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement orthe accompanying prospectus. Any representation to the contrary is a criminal offense. (1)See “Underwriting” for details regarding underwriting compensation payable to the underwriters in connection with this offering. We have granted the underwriters a 30-day option to purchase up toadditional ordinary shares from us atthe public offering price, less the underwriting discount. Delivery of the ordinary shares and pre-funded warrants is expected to be made on or about, 2025. Book-Running ManagerGuggenheim Securities TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PagePRESENTATION OF FINANCIAL INFORMATIONS-iiTRADEMARKSS-iiiABOUT THIS PROSPECTUS SUPPLEMENTS-ivSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-vPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-7USE OF PROCEEDSS-10DIVIDEND POLICYS-11CAPITALIZATIONS-12DILUTIONS-13MATERIAL DUTCH TAX CONSIDERATIONSS-15MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-21DESCRIPTION OF THE SECURITIES WE ARE OFFERINGS-26UNDERWRITINGS-28LEGAL MATTERSS-35EXPERTSS-36WHERE YOU CAN FIND MORE INFORMATIONS-37INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-38 PROSPECTUS PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2INFLARX N.V.4RISK FACTORS7USE OF PROCEEDS8CAPITALIZATION9DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION10COMPARISON OF DUTCH CORPORATE LAW AND OUR ARTICLES OF ASSOCIATION ANDU.S. CORPORATE LAW16DESCRIPTION OF DEBT SECURITIES26DESCRIPTION OF WARRANTS30DESCRIPTION OF PURCHASE CONTRACTS31DESCRIPTION OF UNITS32FORMS OF SECURITIES33PLAN OF DISTRIBUTION35INCORPORATION OF CERTAIN INFORMATION BY REFERENCE37ENFORCEMENT OF CIVIL LIABILITIES38 EXPENSES39LEGAL MATTERS40EXPERTS40 TABLE OF CONTENTS PRESENTATION OF FINANCIAL INFORMATION We report under International Financial Reporting Standards, or IFRS, as issued by the InternationalAccounting Standards Board, or the IASB. None of the financial statements incorporated by reference herein wereprepared in accordance with generally accepted accounting principles in the United States. We present ourconsolidated financial statements in euros and have made rounding adjustments to some of the figures included inthis prospectus supplement. Accordingly, numerical figures shown as totals in some tables may not be an arithmeticaggregation of the figures that preceded them. In this prospectus supplement, unless otherwise indicated, any U.S. dollar amounts have been translated intoeuros at a rate of $1.12 to €1.00, the official exchange rate quoted as of September 30, 2024 by the European CentralBank. Such euro amounts are not necessarily indicative of the amounts of euros that could actually have beenpurchased upon exchange of U.S. dollars at the dates indicated and have been provided solely for the convenience ofthe reader. The terms “$” or “dollar” refer to U.S. dollars, and the terms “€” or “euro” refer to the currency introduced atthe start of the third stage of European economic and mo