InflaRx NV美股招股说明书(2026-08-14版)

InflaRx N.V. Up to $65,000,000 Ordinary Shares We have previously entered into a sales agreement (the “Sales Agreement”) with Leerink Partners LLC, orLeerink Partners, dated June28, 2024, pursuant to which we may offer and sell our ordinary shares, nominalvalue €0.12 per share, from time to time through or to Leerink Partners, acting as our agent. In accordance withthe terms of the Sales Agreement, this prospectus supplement and the accompanying prospectus, we are herebyregistering additional ordinary shares having an aggregate offering price of up to $65,000,000, which we mayoffer and sell from time to time through or to Leerink Partners as described herein. Sales of our ordinary shares, if any, under this prospectus supplement will be made by any method permittedthat is deemed an “at the market offering” as defined in Rule415 under the Securities Act of 1933, as amended,or the Securities Act, including sales made directly on or through the Nasdaq Global Select Market, or Nasdaq,the existing trading market for our ordinary shares, sales made to or through a market maker other than on anexchange or otherwise and/or any other method permitted by law. Leerink Partners is not required to sell anyspecific amount of ordinary shares, but will act as our sales agent using commercially reasonable effortsconsistent with its normal trading and sales practices. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement. Leerink Partners will be entitled to compensation at a commission rate of up to 3.0% of the gross proceedsfrom the ordinary shares sold under the Sales Agreement. See “Plan of Distribution” beginning on page S-23foradditional information regarding the compensation to be paid to Leerink Partners. In connection with the sale of the ordinary shares on our behalf, Leerink Partners may be deemed to be an“underwriter” within the meaning of the Securities Act, and the compensation paid to Leerink Partners may bedeemed to be underwriting commissions or discounts. We have also agreed to provide indemnification andcontribution to Leerink Partners with respect to certain liabilities, including liabilities under the Securities Act. Our ordinary shares trade on Nasdaq under the trading symbol “IFRX.” On August 13, 2026, the last saleprice of our ordinary shares as reported on Nasdaq was $2.01 per ordinary share. Investing in our ordinary shares involves a high degree of risk. See “Risk Factors” beginning on pageS-6of this prospectus supplement and in the documents incorporated by reference herein. Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state securitiescommission has approved or disapproved of these securities or passed upon the adequacy or accuracy ofthis prospectus. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PagePRESENTATION OF FINANCIAL INFORMATIONS-iiTRADEMARKSS-iiiABOUT THIS PROSPECTUS SUPPLEMENTS-ivSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-vPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-5RISK FACTORSS-6USE OF PROCEEDSS-9DIVIDEND POLICYS-10DILUTIONS-11MATERIAL DUTCH TAX CONSIDERATIONSS-12MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-18PLAN OF DISTRIBUTIONS-23LEGAL MATTERSS-25EXPERTSS-26WHERE YOU CAN FIND MORE INFORMATIONS-27INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-28 PROSPECTUS PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2INFLARX N.V.4RISK FACTORS8USE OF PROCEEDS9CAPITALIZATION10DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION11COMPARISON OF DUTCH CORPORATE LAW AND OUR ARTICLES OF ASSOCIATION AND U.S.CORPORATE LAW17DESCRIPTION OF DEBT SECURITIES28DESCRIPTION OF WARRANTS32DESCRIPTION OF PURCHASE CONTRACTS33DESCRIPTION OF UNITS34FORMS OF SECURITIES35PLAN OF DISTRIBUTION37INCORPORATION OF CERTAIN INFORMATION BY REFERENCE39ENFORCEMENT OF CIVIL LIABILITIES40EXPENSES42LEGAL MATTERS43EXPERTS43 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 $1.1394 to €1.00, the official exchange rate quoted as of June30, 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. dollar