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InflaRx NV美股招股说明书(2026-05-06版)

2026-05-06 美股招股说明书 哪开不壶提哪开
报告封面

The information in this preliminary prospectus supplement is not complete and may bechanged. This preliminary prospectus supplement and the accompanying prospectus are notan offer to sell these securities, and we are not soliciting offers to buy these securities, in anystate or other jurisdiction where the offer or sale is not permitted. Filed Pursuant to Rule424(b)(5)Registration No. 333-273058 SUBJECT TO COMPLETION, DATED MAY 6, 2026 PROSPECTUS SUPPLEMENT(To Prospectus dated July11, 2023) InflaRx N.V. Ordinary Shares This prospectus supplement relates to the offer and sale ofshare. ordinary shares, nominal value €0.12per Our ordinary shares trade on the Nasdaq Global Market, or Nasdaq, under the trading symbol “IFRX.” OnMay 5, 2026, the last sale price of our ordinary shares as reported on Nasdaq was $1.97 per share. Investing in our ordinary shares involves a high degree of risk. See “RiskFactors” beginning on pageS-6of this prospectus supplement, on page7of the accompanying prospectus and in the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectussupplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. See “Underwriting” for details regarding underwriting compensation payable to the underwriters in connection with this offering.Delivery of the ordinary shares is expected to be made on or about, 2026.(1) Guggenheim Securities Book-Running Managers LifeSci Capital Oppenheimer & Co. 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-6USE OF PROCEEDSS-9DIVIDEND POLICYS-10CAPITALIZATIONS-11DILUTIONS-12MATERIAL DUTCH TAX CONSIDERATIONSS-13MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-19DESCRIPTION OF THE SECURITIES WE ARE OFFERINGS-25UNDERWRITINGS-26LEGAL MATTERSS-32EXPERTSS-33WHERE YOU CAN FIND MORE INFORMATIONS-34INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-35 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 AND U.S.CORPORATE LAW16DESCRIPTION OF DEBT SECURITIES26DESCRIPTION OF WARRANTS30DESCRIPTION OF PURCHASE CONTRACTS31DESCRIPTION OF UNITS32FORMS OF SECURITIES33PLAN OF DISTRIBUTION35INCORPORATION OF CERTAIN INFORMATION BY REFERENCE37ENFORCEMENT OF CIVIL LIABILITIES38EXPENSES39LEGAL MATTERS40EXPERTS40S-i TABLE OF CONTENTS PRESENTATION OF FINANCIAL INFORMATION We report under IFRS Accounting Standards, or IFRS, as issued by the International Accounting StandardsBoard, or the IASB. None of the financial statements incorporated by reference herein were prepared in accordancewith generally accepted accounting principles in the United States. We present our consolidated financial statementsin euros and have made rounding adjustments to some of the figures included in this prospectus supplement.Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figuresthat preceded them. In this prospectus supplement, unless otherwise indicated, any U.S. dollar amounts have been translated intoeuros at a rate of $1.15 to €1.00, the official exchange rate quoted as of March31, 2026 by the European CentralBank. Such euro amounts are not necessarily indicative of the amounts of euros that could actually have beenpurchased upon exchange of U.S. dollars at the dates indicated and have been provided solely for the convenience ofthe reader. The terms “$” 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 monetary union pursuant to the treaty establishing theEuropean Community, as amended. S-ii TABLE OF CONTENTS TRADEMARKS InflaRx®, GOHIBIC® and Vilwaysi® are our trademarks. The trademarks, trade names and service marksappearing in this prospectus supplement are property of their respective owners. Solely for convenience, thetrademarks in this prospectus supplement are referred to without the symbol ®, but such references should not beconstrued as any indication that their respective owners will not assert, to the fullest extent under applicable law,their rights thereto. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specificterms of this offering. The second part is the accompanying prospectus, which is part of a registration st