F-3 1 ny20075001x1_f3.htm F-3

As filed with the Securities and Exchange Commission on August 6, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

InflaRx N.V.

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of registrant’s name into English)


Netherlands			Not Applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

Winzerlaer Str. 2

07745 Jena, Germany

(+49) 3641 508 180

(Address and telephone number of registrant’s principal executive offices)

InflaRx Pharmaceuticals, Inc.

600 South Wagner Road

Ann Arbor, Michigan 48103

(734) 223-4387

(Name, address and telephone number of agent for service)

Copies to:

Sophia Hudson, P.C.

Leia Pearl Andrew

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the registration statement.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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(c) 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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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. ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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 that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.


			Page
ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			2
INFLARX N.V.			4
RISK FACTORS			8
USE OF PROCEEDS			9
CAPITALIZATION			10
DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION			11
COMPARISON OF DUTCH CORPORATE LAW AND OUR ARTICLES OF ASSOCIATION AND U.S. CORPORATE LAW			17
DESCRIPTION OF DEBT SECURITIES			28
DESCRIPTION OF WARRANTS			32
DESCRIPTION OF PURCHASE CONTRACTS			33
DESCRIPTION OF UNITS			34
FORMS OF SECURITIES			35
PLAN OF DISTRIBUTION			37
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			39
ENFORCEMENT OF CIVIL LIABILITIES			40
EXPENSES			42
LEGAL MATTERS			43
EXPERTS			43


			Amount To Be Paid
SEC registration fee			$27,839.79
Transfer agent and trustee fees			*
Legal fees and expenses			*
Accounting fees and expenses			*
Printing expenses			*
Miscellaneous			*
Total			$ ^*


Exhibit No.			Description of Document
1.1*			Form of Underwriting Agreement
4.1			Articles of Association of InflaRx N.V., dated August 25, 2021 (English language translation) (incorporated herein by reference to Exhibit 1.1 to the Annual Report on Form 20-F for the year ended December 31, 2025 filed with the SEC on March 20, 2026)
4.2			Deed of Amendment to the Articles of Association, dated April 25, 2024 (incorporated herein by reference to Exhibit 99.1 to the Form 6-K Report filed with the SEC on April 25, 2024)
4.3			Deed of Amendment to the Articles of Association, dated April 25, 2025 (incorporated herein by reference to Exhibit 99.1 to the Form 6-K Report filed with the SEC on April 24, 2025)
4.4			Deed of Amendment to the Articles of Association, dated April 23, 2026 (incorporated herein by reference to Exhibit 99.1 to the Form 6-K Report filed with the SEC on April 23, 2026)
4.5			Form of Senior Indenture
4.6			Form of Subordinated Indenture
4.7*			Form of Senior Note
4.8*			Form of Subordinated Note
4.9*			Form of Warrant Agreement
4.10*			Form of Purchase Contract
4.11*			Form of Unit Agreement
5.1			Opinion of NautaDutilh N.V.
5.2			Opinion of Kirkland & Ellis LLP
23.1			Consent of KPMG AG Wirtschaftsprüfungsgesellschaft, independent registered public accounting firm
23.2			Consent of EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, independent registered public accounting firm
23.3			Consent of NautaDutilh N.V. (included in Exhibit 5.1)
23.4			Consent of Kirkland & Ellis LLP (included in Exhibit 5.2)
24.1			Powers of Attorney (included on signature page to the registration statement)
25.1*			Statement of Eligibility on Form T-1 for Senior Indenture
25.2*			Statement of Eligibility on Form T-1 for Subordinated Indenture
107			Calculation Fee Table


			INFLARX N.V.

			By:			/s/ Niels Riedemann
						Name: Niels Riedemann
						Title: Chief Executive Officer


Signature			Title

/s/ Niels Riedemann			Chief Executive Officer and Director (Principal Executive Officer)
Niels Riedemann

/s/ Thomas Taapken			Chief Financial Officer (Principal Financial and Accounting Officer)
Thomas Taapken

/s/ Nicolas Fulpius			Chairman and Director
Nicolas Fulpius			Chairman and Director

/s/ Renfeng Guo			Director and Authorized Representative in the United States
Renfeng Guo			Director and Authorized Representative in the United States

/s/ Hege Hellstrom			Director
Hege Hellstrom			Director

/s/ Anthony Gibney			Director
Anthony Gibney			Director

/s/ Mark Kubler			Director
Mark Kubler			Director

/s/ Richard Brudnick			Director
Richard Brudnick			Director

/s/ Renfeng Guo

Renfeng Guo

Authorized Representative in the United States

Director and Officer, President