EX-99.1 2 ef20058005_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1
 
INFLARX N.V.
 
UNAUDITED CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS – SEPTEMBER 30, 2025
 
These unaudited condensed financial statements are consolidated financial statements for the group consisting of InflaRx N.V. and its wholly-owned subsidiaries InflaRx GmbH, Jena, Germany, and InflaRx Pharmaceuticals Inc., Ann Arbor, Michigan, United States (together, the “Group”). The financial statements are presented in euros (€).
 
InflaRx N.V. is a company limited by shares, incorporated and domiciled in Amsterdam, The Netherlands.
Its registered office and principal place of business is in Germany, 07745 Jena, Winzerlaer Str. 2
 
F-1

Index to unaudited condensed consolidated financial statements
for the three and nine months ended September 30, 2025
 
Unaudited condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025 and 2024
F-3
Unaudited condensed consolidated statements of financial position as of September 30, 2025 and December 31, 2024
F-4
Unaudited condensed consolidated statements of changes in shareholders’ equity for the three and nine months ended September 30, 2025 and 2024
F-5
Unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024
F-6
Notes to the unaudited condensed consolidated financial statements
F-7
1.
Summary of significant accounting policies and other disclosures F-7

a) Reporting entity and the Group’s structure F-7

b)
Basis of preparation F-7
2.
Revenues F-8
3.
Cost of sales F-8
4.
Sales and marketing expenses F-8
5.
Research and development expenses F-8
6.
General and administrative expenses F-9
7.
Other income F-9
8.
Net financial result F-9
9.
Inventory F-10
10.
Other assets F-10
11.
Tax receivables F-11
12.
Financial assets and financial liabilities F-11
13.
Trade payables and other accrued liabilities F-12
14.
Cash and cash equivalents F-12
15.
Equity F-12
16.
Share-based payments F-13

a) Equity settled share-based payment arrangements F-13

b) Share-based payment expense recognized F-14

c) Share options exercised F-14
17.
Protective foundation F-14

F-2

InflaRx N.V. and subsidiaries
 
Unaudited condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025 and 2024
 
         
For the three months
ended September 30,
   
For the nine months
ended September 30,
 
   
Note
   
2025
(unaudited)
   
2024
(unaudited)
   
2025
(unaudited)
   
2024
(unaudited)
 
         
(in €, except for share data)
 
                               
Revenues
   
2
     
23,830
     
123,819
     
63,262
     
166,212
 
Cost of sales
   
3
     
(333
)
   
72,555
     
(2,409,207
)
   
(496,119
)
Gross profit (loss)
           
23,497
     
196,374
     
(2,345,945
)
   
(329,907
)
Sales and marketing expenses
   
4
     
(1,169,529
)
   
(1,707,748
)
   
(3,640,855
)
   
(4,995,915
)
Research and development expenses
   
5
     
(6,240,825
)
   
(11,140,152
)
   
(20,460,104
)
   
(28,458,832
)
General and administrative expenses
   
6
     
(2,618,844
)
   
(2,809,032
)
   
(10,960,934
)
   
(9,614,281
)
Other income
   
7
     
537,093
     
101,108
     
2,016,128
     
153,839
 
Other expenses
           
(8,397
)
   
(589
)
   
(8,423
)
   
(297
)
Operating result
           
(9,477,004
)
   
(15,360,039
)
   
(35,400,131
)
   
(43,245,392
)
Finance income
   
8
     
438,134
     
768,326
     
1,454,119
     
2,522,475
 
Finance expenses
   
8
     
(14,359
)
   
(5,032
)
   
(21,800
)
   
(15,876
)
Foreign exchange result
   
8
     
(21,127
)
   
(2,847,692
)
   
(4,799,940
)
   
(311,905
)
Other financial result
   
8
     
(3,174,451
)
   
     
3,788,647
     
103,285
 
Income taxes
           
(12,282
)
   
(5,217
)
   
(12,282
)
   
(5,217
)
Income (loss) for the period
           
(12,261,089
)
   
(17,449,654
)
   
(34,991,387
)
   
(40,952,630
)
Other comprehensive income (loss) that may be reclassified to profit or loss in subsequent periods:
                                       
Exchange differences on translation of foreign currency
           
(12,340
)
   
(75,418
)
   
(276,611
)
   
(72,582
)
Total comprehensive income (loss)
           
(12,273,429
)
   
(17,525,072
)
   
(35,267,998
)
   
(41,025,212
)
                                         
Share information
                                       
Weighted average number of shares outstanding
           
67,747,130
     
58,883,272
     
66,285,299
     
58,883,272
 
Income (loss) per share (basic/diluted)
           
(0.18
)
   
(0.30
)
   
(0.53
)
   
(0.70
)

The accompanying notes are an integral part of these condensed consolidated financial statements.
 
F-3

InflaRx N.V. and subsidiaries

Unaudited condensed consolidated statements of financial position as of September 30, 2025 and December 31, 2024
 
   
Note
   
September 30, 2025
(unaudited)
   
December 31, 2024
 
         
(in €)
 
ASSETS
                 
Non-current assets
                 
Property and equipment
         
309,692
     
256,280
 
Right-of-use assets
         
932,329
     
758,368
 
Intangible assets
         
46,181
     
50,781
 
Other assets
   
10
     
164,457
     
204,233
 
Financial assets
   
12
     
237,376
     
3,092,290
 
Total non-current assets
           
1,690,035
     
4,361,952
 
Current assets
                       
Inventories
   
9
     
5,071,345
     
6,897,666
 
Current other assets
   
10
     
5,385,399
     
5,103,402
 
Other assets from government grants and research allowance
   
10
     
6,399,161
     
5,081,772
 
Tax receivables
   
11
     
1,965,798
     
1,735,335
 
Financial assets
   
12
     
38,197,197
     
34,462,352
 
Cash and cash equivalents
   
14
     
6,448,117
     
18,375,979
 
Total current assets
           
63,467,015
     
71,656,505
 
TOTAL ASSETS
           
65,157,050
     
76,018,457
 
                         
EQUITY AND LIABILITIES
                       
Equity
                       
Issued capital
   
15
     
8,129,656
     
7,122,205
 
Share premium
           
348,956,615
     
334,929,685
 
Other capital reserves
           
48,300,254
     
44,115,861
 
Accumulated deficit
           
(367,183,608
)
   
(332,192,221
)
Other components of equity
           
7,163,899
     
7,440,510
 
Total equity
           
45,366,815
     
61,416,039
 
Non-current liabilities
                       
Lease liabilities
           
700,144
     
399,066
 
Other liabilities
   
13
     
36,877
     
36,877
 
Total non-current liabilities
           
737,021
     
435,943
 
Current liabilities
                       
Trade and other payables
   
12
     
9,228,118
     
11,394,232
 
Lease liabilities
           
270,718
     
406,020
 
Employee benefits
           
1,509,001
     
2,064,678
 
Liabilities to warrant holders
           
7,703,773
     
 
Other liabilities
   
13
     
341,604
     
301,544
 
Total current liabilities
           
19,053,214
     
14,166,475
 
Total Liabilities
           
19,790,235
     
14,602,417
 
TOTAL EQUITY AND LIABILITIES
           
65,157,050
     
76,018,457
 

The accompanying notes are an integral part of these condensed consolidated financial statements.
 
F-4

InflaRx N.V. and subsidiaries
 
Unaudited condensed consolidated statements of changes in shareholders’ equity for the nine months ended September 30, 2025 and 2024
 
(in €, except for share data)
 
Note
   
Shares
outstanding
   
Issued capital
   
Share
premium
   
Other capital
reserves
   
Accumulated
deficit
   
Other compo-
nents of equity
   
Total equity
 
                                                 
Balance as of January 1, 2025
         
59,351,710
     
7,122,205
     
334,929,685
     
44,115,861
     
(332,192,221
)
   
7,440,510
     
61,416,039
 
Loss for the period
         
     
     
     
     
(34,991,387
)
   
     
(34,991,387
)
Exchange differences on
translation of foreign currency
         
     
     
     
     
     
(276,611
)
   
(276,611
)
Total comprehensive loss
         
     
     
     
     
(34,991,387
)
   
(276,611
)
   
(35,267,998
)
Issuance of ordinary shares
         
8,395,420
     
1,007,450
     
15,136,235
     
     
     
     
16,143,686
 
Transaction costs for ordinary shares
         
     
     
(1,109,305
)
   
     
     
     
(1,109,305
)
Equity-settled share-based payments
 
16
     
     
     
     
4,184,393
     
     
     
4,184,393
 
Balance as of September 30, 2025
         
67,747,130
     
8,129,656
     
348,956,615
     
48,300,254
     
(367,183,608
)
   
7,163,899
     
45,366,815
 
                                                               
Balance as of January 1, 2024
         
58,883,272
     
7,065,993
     
334,211,338
     
40,050,053
     
(286,127,819
)
   
7,382,166
     
102,581,730
 
Loss for the period
         
     
     
     
     
(40,952,630
)
   
     
(40,952,630
)
Exchange differences on
translation of foreign currency
         
     
     
     
     
     
(72,582
)
   
(72,582
)
Total comprehensive loss
         
     
     
     
     
(40,952,630
)
   
(72,582
)
   
(41,025,212
)
Issuance of common shares
         
     
     
     
     
     
     
 
Transaction costs
         
     
     
     
     
     
     
 
Equity-settled share-based payments
 
16
     
     
     
     
3,725,907
     
     
     
3,725,907
 
Balance as of September 30, 2024
         
58,883,272
     
7,065,993
     
334,211,338
     
43,775,960
     
(327,080,450
)
   
7,309,584
     
65,282,425
 
*unaudited
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
F-5

InflaRx N.V. and subsidiaries
 
Unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024
 
         
For the nine months
ended September 30,
 
   
Note
   
2025
(unaudited)
   
2024
(unaudited)
 
         
(in €)
 
Operating activities
                 
Loss for the period
         
(34,991,387
)
   
(40,952,630
)
Adjustments for:
                     
Depreciation & amortization of property and equipment, right-of-use assets and intangible assets
         
328,594
     
374,377
 
Net finance income
 
8
     
(421,026
)
   
(2,297,978
)
Share-based payment expense
 
16
     
4,184,393
     
3,725,907
 
Net foreign exchange differences and other adjustments
         
1,516,352
     
10,930
 
Changes in:
                     
Other assets from government grants and research allowances
         
(1,317,389
)
   
 
Other assets and trade receivables
 
10
     
(472,685
)
   
1,854,051
 
Employee benefits
         
(555,677
)
   
(95,288
)
Other liabilities
 
13
     
40,059
     
(2,649,488
)
Trade and other payables
 
13
     
(2,166,114
)
   
(254,567
)
Inventories
 
9
     
1,826,321
     
1,648,925
 
Interest received
 
10
     
1,436,554
     
1,990,054
 
Interest paid
         
(16,724
)
   
(16,183
)
Net cash used in operating activities
         
(30,608,728
)
   
(36,661,890
)
Investing activities
                     
Purchase of intangible assets, property and equipment
         
(113,645
)
   
(29,992
)
Purchase of current financial assets
         
(46,100,315
)
   
(27,835,062
)
Proceeds from the maturity of financial assets
         
41,567,040
     
78,273,017
 
Net cash from / (used in) investing activities
         
(4,646,921
)
   
50,407,963
 
Financing activities
                     
Proceeds from issuance of ordinary shares
         
16,143,686
     
 
Proceeds from pre-funded warrants
         
12,915,909
     
 
Transaction costs from issuance of ordinary shares and pre-funded warrants
         
(1,949,998
)
   
 
Repayment of lease liabilities
         
(284,857
)
   
(290,145
)
Net cash from / (used in) financing activities
         
26,824,740
     
(290,145
)
Net increase/decrease in cash and cash equivalents
         
(8,430,908
)
   
13,455,929
 
Effect of exchange rate changes on cash and cash equivalents
         
(3,496,954
)
   
(17,934
)
Cash and cash equivalents at beginning of period
         
18,375,979
     
12,767,943
 
Cash and cash equivalents at end of period
 
14
     
6,448,117
     
26,205,938
 

The accompanying notes are an integral part of these condensed consolidated financial statements.
 
F-6

InflaRx N.V. and subsidiaries
 
Notes to the unaudited condensed consolidated financial statements
 
  1.
Summary of significant accounting policies and other disclosures
 

a)
Reporting entity and the Group’s structure
 
InflaRx N.V. (the “Company” or “InflaRx”) is a Dutch public company with limited liability (naamloze vennootschap) with its corporate seat in Amsterdam, the Netherlands, and is registered in the Commercial Register of the Netherlands Chamber of Commerce Business Register under CCI number 68904312. The Company’s registered office is at Winzerlaer Straße 2 in 07745 Jena, Germany. Since November 10, 2017, InflaRx N.V.’s ordinary shares have been listed on the Nasdaq Global Select Market under the symbol IFRX.
 
InflaRx is a biopharmaceutical company pioneering anti-inflammatory therapeutics targeting the complement system by focusing on applying its proprietary anti-C5a and C5aR technologies to discover, develop and commercialize first-in-class, potent and specific inhibitors of the complement activation factor known as C5a and its receptor C5aR. These consolidated financial statements of InflaRx comprise the Group.
 

b)
Basis of preparation
 
These interim condensed consolidated financial statements for the nine-month reporting period ended September 30, 2025, and 2024 have been prepared in accordance with IAS 34 Interim Financial Reporting. These condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements. The condensed consolidated financial statements requires management to make judgments, estimates and assumptions which are the same as at year end. Estimates and underlying assumptions are reviewed on an ongoing basis. Accordingly, this report is to be read in conjunction with the financial statements in the Company’s annual report for the year ended December 31, 2024 on Form 20–F.
 
The interim condensed consolidated financial statements were authorized for issue by the board of directors of the Company (the “Board of Directors”) on November 10, 2025.
 
The financial statements are presented in euros (€). The euro is the functional currency of InflaRx N.V. and InflaRx GmbH. The functional currency of InflaRx Pharmaceuticals Inc. is the U.S. dollar.
 
All financial information presented in euros have been rounded to the nearest euro. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them or may deviate from other tables.
 
The accounting policies adopted are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2024, except for the adoption of new standards effective as of January 1, 2025, as set out below. The Group has not adopted any other standard, interpretation or amendment that has been issued but is not yet effective early.
 
The following amendments were adopted effective January 1, 2025, and do not have a material impact on the consolidated financial statements of the Group:
 

Amendments to IAS 21 Effects of Changes in Foreign Exchange Rates: Lack of exchangeability
 
The following standards issued will be adopted in a future period, and the potential impact, if any, they will have on the Group’s consolidated financial statements is being assessed:
 

Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, Classification and Measurement of Financial Instruments
 

Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, Contracts Referencing Nature-dependent Electricity
 

IFRS 18 Presentation and Disclosure in Financial Statements
 

Annual Improvements Volume 11
 
F-7


2.
Revenues
 
   
For the three months
ended September 30,
   
For the nine months
ended September 30,
 
   
2025
(unaudited)
   
2024
(unaudited)
   
2025
(unaudited)
   
2024
(unaudited)
 
         
(in €)
       
Revenues
   
23,830
     
123,819
     
63,262
     
166,212
 
Total
   
23,830
     
123,819
     
63,262
     
166,212
 

For the three months ended September 30, 2025 and 2024, the Company realized revenues from product sales of GOHIBIC (vilobelimab) in the amount of €24 thousand and €124 thousand, respectively.
 
For the nine months ended September 30, 2025 and 2024, the Company realized revenues from product sales of GOHIBIC (vilobelimab) in the amount of €63 thousand and €166 thousand, respectively.
 
Revenues reported are sales to end customers (hospitals). All revenues are attributed to sales made in the United States.
 

3.
Cost of sales
 
   
For the three months
ended September 30,
   
For the nine months
ended September 30,
 
   
2025
(unaudited)
   
2024
(unaudited)
   
2025
(unaudited)
   
2024
(unaudited)
 
         
(in €)
       
Cost of sales
   
333
     
(72,555
)
   
2,409,207
     
496,119
 
Total
   
333
     
(72,555
)
   
2,409,207
     
496,119
 

For the three months ended September 30, 2025 and 2024, the Company’s cost of sales amounted to €0.0 million and €(0.1) million, respectively.
 
For the nine months ended September 30, 2025 and 2024, the Company’s cost of sales amounted to €2.4 million and €0.5 million, respectively.
 
For the the nine months ended September 30, 2025 cost of sales primarily includes write-downs of unfinished goods held in inventory that exceed expected sales quantities and are likely to expire before they can be sold.
 
Cost of sales during the three months ended September 30, 2024 was primarily related to a reversal of a previous write-down in the amount of €75 thousand due to a change in estimate of sales of goods prior to expiry of their shelf life.
 

4.
Sales and marketing expenses
 
During the three months ended September 30, 2025, the Group incurred €1.2 million (2024: €1.7 million) of sales and marketing expenses in the United States. These expenses are mainly composed of €0.4 million (2024: €0.5 million) in marketing expenses for GOHIBIC (vilobelimab) and of €0.5 million (2024: €0.5 million) in personnel costs.
 
During the nine months ended September 30, 2025, the Group incurred €3.6 million (2024: €5.0 million) of sales and marketing expenses in the United States. These expenses are mainly composed of €1.6 million (2024: €1.2 million) in personnel costs and €0.2 million (2024: €2.0 million) in external services for distribution and €1.1 million (2024: €1.0 million) in marketing expenses for GOHIBIC (vilobelimab).
 

5.
Research and development expenses
 
During the three months ended September 30, 2025, the Group incurred €6.2 million (2024: €11.1 million) of research and development expenses. These expenses are mainly composed of €1.9 million (2024: €1.9 million) in personnel costs and €4.2 million (2024: €8.7 million) in external services for the Group’s research and development projects.
 
F-8

During the nine months ended September 30, 2025, the Group incurred €20.5 million (2024: €28.5 million) of research and development expenses. These expenses are mainly composed of €6.9 million (2024: €6.5 million) in personnel costs and €12.5 million (2024: €19.6 million) in external services for the Group’s research and development projects.
 

6.
General and administrative expenses
 
During the three months ended September 30, 2025, the Group incurred €2.6 million (2024: €2.8 million) of general and administration expenses. These expenses are mainly composed of €1.4 million (2024: €1.4 million) in personnel costs, €0.3 million (2024: €0.4 million) in legal, consulting and audit fees, €0.9 million (2024: €1.0 million) in other general and administrative expenses.
 
During the nine months ended September 30, 2025, the Group incurred €11.0 million (2024: €9.6 million) of general and administration expenses. These expenses are mainly composed of €5.7 million (2024: €5.1 million) in personnel costs, €2.8 million (2024: €1.7 million) in legal, consulting and audit fees, €2.5 million (2024: €2.8 million) in other general and administrative expenses.
 

7.
Other income
 
Other income for the three months ended September 30, 2025 amounted to €0.5 million (2024: €0.1 million), mainly from earned research allowances attributable to eligible research and development expenses during the period.
 
Other income for the nine months ended September 30, 2025 amounted to €2.0 million (2024: €0.2 million), mainly from earned research allowance attributable to eligible research and development expenses during the period.
 
During the first nine months ended September 30, 2024, the Group did not record other income from research allowances.
 

8.
Net financial result
 
   
For the three months
ended September 30,
   
For the nine months
ended September 30,
 
   
2025
(unaudited)
   
2024
(unaudited)
   
2025
(unaudited)
   
2024
(unaudited)
 
         
(in €)
       
                         
Interest income
   
438,134
     
768,326
     
1,454,119
     
2,522,475
 
Interest expenses
   
(493
)
   
(321
)
   
(1,260
)
   
(297
)
Interest on lease liabilities
   
(13,865
)
   
(4,711
)
   
(20,540
)
   
(15,580
)
Financial result
   
423,776
     
763,294
     
1,432,319
     
2,506,599
 
                                 
Foreign exchange income
   
731,488
     
319,442
     
3,853,346
     
4,123,268
 
Foreign exchange expense
   
(752,615
)
   
(3,167,134
)
   
(8,653,286
)
   
(4,435,173
)
Foreign exchange result
   
(21,127
)
   
(2,847,692
)
   
(4,799,940
)
   
(311,905
)
                                 
Result of expected credit loss adjustment on marketable securities
   
     
     
     
103,285
 
Result from the revaluation of pre-funded warrants at fair value
   
(3,174,451
)
   
     
3,788,647
     
 
Other financial result
   
(3,174,451
)
   
     
3,788,647
     
103,285
 
Net financial result
   
(2,771,803
)
   
(2,084,398
)
   
421,026
     
2,297,979
 

F-9

For the three months ended September 30, 2025, net financial result decreased by €0.7 million to a loss of €2.8 million from a loss of €2.1 million for the three months ended September 30, 2024. This decrease is mainlyattributable to the fair value revaluation of pre-funded warrants issued in February 2025 in the amount of €-3.2 million and to the foreign exchange result which increased by €2.8 million.. Financial result decreased by €0.3 million due to lower interest income on marketable securities, in each case, compared to the three months ended September 30,2024. The decrease is offset by an increase of the foreign exchange result of €2.8 million.
 
For the nine months ended September 30, 2025, net financial result decreased by €1.9 million  to a gain of €0.4 million in the nine months ended September 30, 2025 from a gain of €2.3 million in the nine months ended September 30, 2024. This decrease is mainly attributable to the decrease of the foreign exchange result by €4.5 million. Finance result decreased by € 1.1 million due to lower interest income on marketable securities. This effect is partially compensated by a gain of € 3.8 million from the fair value revaluation of pre-funded warrants, issued in February 2025.
 

9.
Inventory
 
   
As of
September 30, 2025
(unaudited)
   
As of
December 31, 2024
 
   
(in €)
 
             
Raw material and supplies
   
82,090
     
82,087
 
Unfinished goods
   
4,938,358
     
6,758,952
 
Finished goods
   
50,897
     
56,627
 
Total
   
5,071,345
     
6,897,666
 

 As of September 30, 2025, inventory amounted to €5.1 million, which represents a decrease of €1.8 million compared to December 31, 2024. In the first nine months ended September 30, 2025, the Company recorded write downs of unfinished product of  €2.4 million (€2.7 million for unfinished product as of December 2024) in cost of sales, due primarily to product quantities on-hand exceeding quantities expected to be sold prior to their expiry.
 

10.
Other assets
 
   
As of
September 30,
2025
(unaudited)
   
As of
December 31, 2024
 
   
(in €)
 
Non-current other assets
           
Prepaid expenses
   
164,457
     
204,233
 
Total non-current other assets
   
164,457
     
204,233
 
Current other assets
               
Prepayments on research & development projects
   
4,789,056
     
4,628,878
 
Prepaid expenses
   
568,819
     
354,948
 
Others
   
27,524
     
119,576
 
Total current other assets
   
5,385,399
     
5,103,402
 
Other assets from research allowances
               
Current other assets from research allowances
   
6,399,161
     
5,081,772
 
Total other assets from research allowances
   
6,399,161
     
5,081,772
 
Total other assets
   
11,949,016
     
10,389,407
 

F-10

As of September 30, 2025, prepayments on research and development projects amounted to €4.8 million compared to €4.6 million as of December 31, 2024, and consist of prepayments on CRO and CDMO contracts.
 
Prepaid expenses consist mainly of prepaid D&O insurance expense for the year 2025, which will be recognized into general and administrative expenses pro rata over the year.
 
As of September 30, 2025, other assets from research allowances were €6.4 million compared to €5.1 million as of December 31, 2024, which represent reimbursements the Company qualifies for under the German Research Allowance Act (government grant).The increase is due to additional receivables recognized for eligible expenses incurred in the nine months ended September 30, 2025 in the amount of €2.0 million and a payment received for the year 2020 in the amount of €0.7 million.
 

11.
Tax receivables
 
As of September 30, 2025, tax receivables amounted to €2.0 million (VAT: €0.4 million, income tax receivables: €1.6 million) compared to €1.7 million (VAT: €0.5 million, income tax receivables: €1.2 million) as of December 31, 2024.
 

12.
Financial assets and financial liabilities
 
Set out below is an overview of financial assets and liabilities, other than cash and cash equivalents, held by the Group as of September 30, 2025 and December 31, 2024:
 
   
As of
September 30,
2025
(unaudited)
   
As of
December 31, 2024
 
   
(in €)
 
Financial assets at amortized cost
           
Non-current financial assets
   
237,376
     
3,092,290
 
Thereof marketable securities
   
     
2,854,405
 
Current financial assets
   
38,197,197
     
34,462,352
 
Thereof marketable securities
   
37,924,121
     
33,969,390
 
Financial liabilities at amortized cost
               
Trade and other payables
   
9,405,869
     
11,549,150
 
Financial liabilities at fair value
               
Current liabilities to warrant holders
   
7,703,773
     
 

In February 2025, the Company issued 6,750,000 pre-funded warrants to certain investors in the context of a public offering of securities. As of September 30, 2025, the fair value of the warrants amounted to €7.7 million (Level 1).
 
As of September 30, 2025, the fair value of current and non-current financial assets (primarily quoted debt securities) amounted to €38.5 million (as of December 31, 2024: €42.6 million) (Level 1). The Group’s debt instruments at amortized cost consist solely of quoted securities that are graded highly by credit rating agencies such as S&P Global and, therefore, are considered low credit risk investments.
 
As of September 30, 2025, current and non-current financial assets increased by €0.9 million to  €38.4 million compared to  €37.6 million of December 31,2024. The increase is mainly due to the subsequent reinvestment of interest bearing bank deposits (cash and cash equivalents) in marketable securities (financials assets).
 
As of September 30, 2025, trade and other payables decreased by €2.1 million to €9.4 million compared to €11.5 million as of December 31, 2024. As of December 31, 2024 the Company temporarily had higher trade payables from CRO’s.
 
F-11


13.
Trade payables and other accrued liabilities
 
   
As of
September 30, 2025
(unaudited)
   
As of
December 31, 2024
 
   
(in €)
 
             
Accrued liabilities from R&D projects
   
6,098,290
     
6,609,925
 
Accrued liabilities from commercial activities
   
139,600
     
69,250
 
Accounts payable
   
2,089,466
     
3,413,064
 
Other accrued liabilities and payables
   
1,242,366
     
1,603,538
 
Total
   
9,569,722
     
11,695,777
 

Accrued liabilities from R&D projects include third party services from the Company’s ongoing R&D projects that have not yet been invoiced to the Company as of the reporting date.
 

14.
Cash and cash equivalents
 
   
As of
September 30, 2025
(unaudited)
   
As of
December 31, 2024
 
   
(in €)
 
Short-term deposits
           
Deposits held in U.S. dollars
   
3,029,751
     
13,408,478
 
Deposits held in euros
   
410,000
     
700,000
 
Total
   
3,439,751
     
14,108,478
 
Cash at banks
               
Cash held in U.S. dollars
   
2,292,400
     
2,805,655
 
Cash held in euros
   
715,965
     
1,461,847
 
Total
   
3,008,365
     
4,267,501
 
Total cash and cash equivalents
   
6,448,117
     
18,375,979
 

As of September 30, 2025, cash and cash equivalents decreased by €11.9 million to €6.4 million compared to €18.4 million as of December 31, 2024.
 

15.
Equity
 
On June 30, 2023, the Company filed a Form F-3, or the 2023-Registration Statement, with the Securities Exchange Commission, or the SEC, with respect to the offer and sale of securities of the Company, which became effective on July 11, 2023. The aggregate initial offering price of the securities that the Company may offer and sell under this prospectus will not exceed $250.0 million. In June 2024, the Company subsequently filed a prospectus supplement with the SEC relating to an at-the-market program providing for the sale of up to $75.0 million of our ordinary shares over time pursuant a sales agreement with Leerink Partners LLC, or the Sales Agreement.
 
In the nine months ended September 30, 2025, we issued 145,420 ordinary shares under our ATM program, resulting in $353 thousand in net proceeds. Following this issuance under the ATM program, the remaining value authorized for sale under the ATM program is $73.5 million.
 
In February 2025, the Company completed an underwritten public offering of 8,250,000 ordinary shares at a public offering price of $2.00 per ordinary share and, in lieu of ordinary shares to certain investors, pre-funded warrants to purchase 6,750,000 ordinary shares. The public offering price for each pre-funded warrant was equal to the price per share at which the ordinary shares were sold to the public, minus $0.001, which is the exercise price of each pre-funded warrant. The warrants are only exercisable by cashless exercise; the amount of ordinary shares to be received upon cashless exercise of such warrants is dependent on the Company’s market share price at the time of exercise. The net proceeds from the offering were €26.8 million ($28.0 million). The warrants have an indefinite expiration and are fully or partly exercisable at any time.
 
F-12


16.
Share-based payments
 

a)
Equity settled share-based payment arrangements
 
InflaRx GmbH granted options under the 2012 Stock Option Plan. Those InflaRx GmbH options were converted into options for ordinary shares of InflaRx N.V. at the time of its IPO in November 2017:
 
Number of share options
 
2025
   
2024
 
Outstanding as of January 1,
   
148,433
     
148,433
 
Exercised during the nine months ended September 30
   
     
 
Outstanding as of September 30,
   
148,433
     
148,433
 
thereof vested / exercisable
   
148,433
     
148,433
 

Under the terms and conditions of the share option plan 2016, InflaRx GmbH granted rights to subscribe for InflaRx GmbH’s ordinary shares to directors, senior management, and key employees. Those InflaRx GmbH options were converted into options for ordinary shares of InflaRx N.V. at the time of its IPO in November 2017:
 
Number of share options
 
2025
   
2024
 
Outstanding as of January 1,
   
888,632
     
888,632
 
Exercised during the nine months ended September 30
   
     
 
Outstanding as of September 30,
   
888,632
     
888,632
 
thereof vested / exercisable
   
888,632
     
888,632
 

InflaRx also granted share options under the 2017 Long-Term Incentive Plan, or 2017 LTIP, subsequently to its IPO in November 2017. Certain stock options granted between 2017 and 2020 were issued with an eight-year option term and during the three months ended March 31, 2025, were extended to an option term of ten years. The total number of share options granted during the nine months ended September 30, 2025 under the 2017 LTIP was as follows:
 
Number of share options
 
2025
   
2024
 
Outstanding as of January 1,
   
8,905,446
     
6,584,946
 
Granted during the nine months ended September 30,
   
2,452,000
     
2,275,000
 
Exercised during the nine months ended September 30,
   
     
 
Forfeited during the nine months ended September 30,
   
(110,500
)
   
(7,000
)
Outstanding as of September 30,
   
11,246,946
     
8,852,946
 
thereof vested / exercisable
   
9,977,446
     
7,196,446
 

The key information and assumptions related to share options granted during the nine months ended September 30, 2025 under the 2017 LTIP were as follows:
 
Share options granted
2025
 
Number
   
Fair
value
per
option
   
FX rate
as of
grant
date
   
Fair
value per
option
   
Share
price at
grant
date /
Exercise
price
   
Expected volatility
   
Expected
life
(midpoint
based)
   
Risk-free
rate
(interpola
ted, U.S.
sovereign
strips
curve)
 
                                                 
January 03
   
2,452,000
   
$
1.86
     
0.971
   
1.81
   
$
2.41
     
0.97
     
5.5
     
0.04435
 
                                                                 
     
2,452,000
                                                         

Of the 2,452,000 options granted in the nine months ended September 30, 2025 (ended September 30, 2024: 2,275,000), 1,700,000 options (September 30, 2024: 1,615,000) were granted to members of the executive management or Board of Directors.
 
Expected dividends are nil for all share options listed above.
 
F-13


b)
Share-based payment expense recognized
 
For the three months ended September 30, 2025, the Company has recognized €0.6 million (2024: €0.7 million) of share-based payment expense in the statements of operations and comprehensive loss.
 
For the nine months ended September 30, 2025, the Company has recognized €4.2 million (2024: €3.7 million) of share-based payment expense in the statements of operations and comprehensive loss including €356 thousand (ended September 30, 2024: nil) for the extension of option for the eight year option terms to ten years.
 
None of the share-based payment awards were dilutive in determining earnings per share due to the Group’s loss position.
 

c)
Share options exercised
 
During the nine months ended September 30, 2025, no shares (2024: nil) were issued upon the exercise of share options, resulting in no proceeds to the Company (ended September 30, 2024: nil).
 

17.
Protective foundation
 
According to the articles of association of the Company, up to 169,300,000 ordinary shares and up to 169,300,000 preferred shares with a nominal value of €0.12 per share are authorized to be issued. All shares are registered shares. No share certificates shall be issued.
 
In order to deter acquisition bids, the Company’s general meeting of shareholders approved the right of an independent foundation under Dutch law, or protective foundation, to exercise a call option pursuant to the call option agreement, upon which preferred shares will be issued by the Company to the protective foundation of up to 100% of the Company’s issued capital held by others than the protective foundation, minus one share. The protective foundation is expected to enter into a finance arrangement with a bank or, subject to applicable restrictions under Dutch law, the protective foundation may request the Company to provide, or cause the Company’s subsidiaries to provide, sufficient funding to the protective foundation to enable it to satisfy its payment obligation under the call option agreement.
 
These preferred shares will have both a liquidation and dividend preference over the Company’s ordinary shares and will accrue cash dividends at a pre-determined rate. The protective foundation would be expected to require the Company to cancel its preferred shares once the perceived threat to the Company and its stakeholders has been removed or sufficiently mitigated or neutralized. The Company believes that the call option does not represent a significant fair value based on a level 3 valuation since the preferred shares are restricted in use and can be cancelled by the Company.
 
During the three months ended September 30, 2025, the Company expensed €15 thousand (2024: €12.5 thousand) of ongoing costs to reimburse expenses incurred by the protective foundation.
 
During the nine months ended September 30, 2025, the Company expensed €45 thousand (2024: €38 thousand) of ongoing costs to reimburse expenses incurred by the protective foundation.


F-14