UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 


FORM 6-K



Report of Foreign Private
Issuer Pursuant to Rule
13a-16 or 15d-16 of the
Securities Exchange Act of 1934
 
For the Month of May, 2020
 
Commission File Number: 001-38283



InflaRx N.V.



Winzerlaer Str. 2
07745 Jena, Germany
(Address of principal executive offices)



Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F ☒      Form 40-F ☐
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
 


INCORPORATION BY REFERENCE
 
Exhibits 99.1 and 99.2 to this Report on Form 6-K shall be deemed to be incorporated by reference into (i) the registration statement on Form S-8 (Registration Number 333-221656) and (ii) the registration statement on Form F-3 (Registration Number 333- 230560) of InflaRx N.V. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
 
Exhibit 99.3 to this Report on Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
 
2

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jena, Germany, May 21, 2020.
 
 
INFLARX N.V.
     
 
By:
/s/ Niels Riedemann
   
Name: Niels Riedemann
   
Title:   Chief Executive Officer
 
3

EXHIBIT INDEX
 
Exhibit
Description of Exhibit
   
InflaRx N.V. Unaudited Condensed Consolidated Financial Statements as of and for the Three Months Ended March 31, 2020
   
InflaRx N.V. Management’s Discussion and Analysis of Financial Condition and Results of Operations
   
InflaRx N.V. Press Release, dated May 21, 2020
 

4


Exhibit 99.1

INFLARX N.V.

UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS – MARCH 31, 2020
 
These unaudited condensed financial statements are consolidated financial statements for the group consisting of InflaRx N.V. and its wholly-owned subsidiaries InflaRx GmbH, and InflaRx Pharmaceutical Inc., Ann Arbor, Michigan, United States (together, the “Group”). The financial statements are presented in Euro (€).
 
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, Jena, Winzerlaer Str. 2.
 
F-1

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019
 
Unaudited Condensed Consolidated Financial Statements
 
Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2020 and 2019
3
Unaudited Condensed Consolidated Statements of Financial Position as of March 31, 2020 and December 31, 2019
4
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2020 and 2019
5
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2020 and 2019
6
Notes to the Unaudited Condensed Consolidated Financial Statements
7
 
1. Net Financial Result
7
 
2. Other non-financial assets
7
 
3. Financial assets and financial liabilities
8
 
4. Cash and cash equivalents information
8
 
5. Related party transactions
9
 
6. Share-based payments
10
 
7. Protective foundation
12
 
8. Summary of significant accounting policies
12
   
(a)    Reporting entity and Group’s structure
12
   
(b)    Basis of preparation
12
   
(c)    New and amended standards adopted by the Group
13
   
(d)    Summary of new accounting policies
13
   
(e)    Significant events after the reporting date
14

F-2

InflaRx N.V. and subsidiaries
Unaudited Condensed Consolidated Statements of Comprehensive Loss
for the three months ended March 31, 2020 and 2019

         
For the three months ended
March 31,
 
(in €)
 
Note
   
2020
(unaudited)
   
2019
(unaudited)
 
                   
Operating Expenses
                 
Research and development expenses
         
(7,298,799
)
   
(7,695,150
)
General and administrative expenses
         
(2,564,803
)
   
(3,301,166
)
Total Operating Expenses
         
(9,863,601
)
   
(10,996,316
)
Other income
         
94,960
     
64,836
 
Other expenses
         
(5,720
)
   
(3,886
)
Operating Result
         
(9,774,362
)
   
(10,935,366
)
Finance income
         
1,658,991
     
1,159,205
 
Finance expenses
         
(118,026
)
   
(61,710
)
Net Financial Result
   
1
     
1,540,965
     
1,097,495
 
Loss for the Period
           
(8,233,397
)
   
(9,837,871
)
                         
Share Information
                       
Weighted average number of shares outstanding
           
26,105,255
     
25,964,379
 
Loss per share (basic/diluted)
           
(0.32
)
   
(0.38
)
                         
Loss for the Period
           
(8,233,397
)
   
(9,837,871
)
Other comprehensive income that may be reclassified to profit or loss in subsequent periods:
                       
Exchange differences on translation of foreign currency
           
1,713,868
     
2,317,546
 
Total Comprehensive Loss
           
(6,519,529
)
   
(7,520,325
)

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

[3]

InflaRx N.V. and subsidiaries
Unaudited Condensed Consolidated Statements of Financial Position
as of March 31, 2020 and December 31, 2019

(in €)
 
Note
   
2020
(unaudited)
   
2019
 
                   
ASSETS
                 
Non-current assets
                 
Property, plant and equipment
         
540,606
     
576,373
 
Right-of-use assets
         
748,785
     
836,924
 
Intangible assets
         
430,368
     
452,400
 
Non-current other assets
   
2
     
445,403
     
452,217
 
Non-current financial assets
   
3
     
272,718
     
272,614
 
Total non-current assets
           
2,437,880
     
2,590,528
 
Current assets
                       
Current other assets
   
2
     
3,319,222
     
3,500,884
 
Current financial assets
   
3
     
86,680,961
     
82,353,867
 
Cash and cash equivalents
   
4
     
21,083,608
     
33,131,280
 
Total current assets
           
111,083,791
     
118,986,031
 
TOTAL ASSETS
           
113,521,671
     
121,576,558
 
                         
EQUITY AND LIABILITIES
                       
Equity
                       
Issued capital
           
3,132,631
     
3,132,631
 
Share premium
           
211,006,606
     
211,006,606
 
Other capital reserves
           
26,043,246
     
25,142,213
 
Accumulated deficit
           
(142,514,552
)
   
(134,362,006
)
Other components of equity
           
3,860,246
     
2,227,228
 
Total equity
           
101,528,177
     
107,146,673
 
Non-current liabilities
                       
Lease liabilities
           
245,478
     
330,745
 
Other non-financial liabilities
           
39,148
     
39,013
 
Total non-current liabilities
           
284,625
     
369,758
 
Current liabilities
                       
Trade and other payables
   
3
     
10,490,938
     
12,413,662
 
Lease liabilities
           
513,374
     
515,203
 
Employee benefits
           
571,960
     
975,629
 
Social securities, other taxes and other non-financial liabilities
           
108,221
     
105,634
 
Provisions
           
24,374
     
50,000
 
Total current liabilities
           
11,708,869
     
14,060,128
 
Total Liabilities
           
11,993,494
     
14,429,886
 
TOTAL EQUITY AND LIABILITIES
           
113,521,671
     
121,576,558
 

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

[4]

InflaRx N.V. and subsidiaries
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity
for the three months ended March 31, 2020 and 2019

(in €, except for share data)
 
Note
   
Shares
outstanding
   
Issued
capital
   
Share
premium
   
Other
capital
reserves
   
Accumulated
deficit
   
Other
components
of equity
   
Total equity
 
                                                 
Balance as of January 1, 2020
         
26,105,255
     
3,132,631
     
211,006,606
     
25,142,213
     
(134,362,006
)
   
2,227,228
     
107,146,673
 
Loss for the period
         
     
     
     
     
(8,233,397
)
   
     
(8,233,397
)
Exchange differences on translation of foreign currency
         
     
     
     
     
     
1,713,868
     
1,713,868
 
Total comprehensive loss
         
     
     
     
     
(8,233,397
)
   
1,713,868
     
(6,519,529
)
Transactions with
owners of the Company
                                                             
Contributions
                                                             
Equity-settled share-based payment
   
6
     
     
     
     
901,033
     
     
     
901,033
 
Total Contributions
           
     
     
     
901,033
     
     
     
901,033
 
Total transactions with
owners of the Company
           
     
     
     
901,033
     
     
     
901,033
 
Balance as of March 31, 2020*
           
26,105,255
     
3,132,631
     
211,006,606
     
26,043,246
     
(142,595,403
)
   
3,941,097
     
101,528,177
 
                                                                 
Balance as of January 1, 2019
           
25,964,379
     
3,115,725
     
211,021,835
     
18,310,003
     
(81,107,188
)
   
50,196
     
151,390,571
 
Loss for the period
           
     
     
     
     
(9,837,871
)
   
     
(9,837,871
)
Exchange differences on translation of foreign currency
           
     
     
     
     
     
2,317,546
     
2,317,546
 
Total comprehensive loss
           
     
     
     
     
(9,837,871
)
   
2,317,546
     
(7,520,325
)
Transactions with owners of the Company
                                                               
Contributions
                                                               
Equity-settled share-based payment
   
6
     
     
     
     
2,097,780
     
     
     
2,097,780
 
Total Contributions
           
     
     
     
2,097,780
     
     
     
2,097,780
 
Total transactions with
owners of the Company
           
     
     
     
2,097,780
     
     
     
2,097,780
 
Balance as of March 31, 2019*
           
25,964,379
     
3,115,725
     
211,021,835
     
20,407,783
     
(90,945,059
)
   
2,367,742
     
145,968,026
 
* unaudited

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

[5]

InflaRx N.V. and subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
for the nine months ended March 31, 2020 and 2019

   
Note
   
2020
(unaudited)
   
2019
(unaudited)
 
         
(in €)
 
Operating activities
                 
Loss for the period
         
(8,233,397
)
   
(9,837,871
)
Adjustments for:
                     
Depreciation & Amortization of property, plant, equipment, right-of-use assets and intangible assets
         
182,356
     
116,519
 
Net financial result
   
1
     
(1,540,965
)
   
(1,097,495
)
Share-based payment expense
   
6
     
901,033
     
2,097,780
 
Other non-cash adjustments
           
(129,122
)
   
81,346
 
Changes in:
                       
Other assets
           
188,476
     
(581,651
)
Employee benefits
           
(428,526
)
   
(333,864
)
Social securities and other current non-financial liabilities
           
1,953
     
457,497
 
Trade and other payables
           
(1,922,724
)
   
364,158
 
Interest received
           
462,342
     
241,817
 
Interest paid
           
(2,246
)
   
(6,682
)
Net cash from operating activities
           
(10,520,819
)
   
(8,498,447
)
Investing activities
                       
Purchase of intangible assets, laboratory and office equipment
           
(27,686
)
   
(254,316
)
Purchase of current financial assets
           
(23,412,469
)
   
(10,599
)
Disposal of current financial assets
           
     
3,088
 
Securities matured
           
20,724,386
     
 
Net cash used in investing activities
           
(2,715,769
)
   
(261,827
)
Financing activities
                       
Repayment of leasing liabilities
           
(88,339
)
   
(54,781
)
Net cash from financing activities
           
(88,339
)
   
(54,781
)
Net (decrease)/increase in cash and cash equivalents
           
(13,324,927
)
   
(8,815,054
)
Effect of exchange rate changes on cash and cash equivalents
           
1,277,255
     
592,005
 
Cash and cash equivalents at beginning of period
           
33,131,280
     
55,386,240
 
Cash and cash equivalents at end of period
   
4
     
21,083,608
     
47,163,191
 

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

[6]

InflaRx N.V. and subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
 
1. Net Financial Result
 
The net financial result is comprised of the following items for the three months ended March 31:
 
   
For the three months ended
March 31,
 
(in €)
 
2020
(unaudited)
   
2019
(unaudited)
 
             
Finance income
           
Interest income
   
401,435
     
802,734
 
Foreign exchange income
   
1,257,557
     
356,471
 
Total
   
1,658,991
     
1,159,205
 
Finance costs
               
Foreign exchange expense
   
(115,879
)
   
(54,022
)
Other
   
(2,147
)
   
(7,688
)
Total
   
(118,026
)
   
(61,710
)
Net financial result
   
1,540,965
     
1,097,495
 

Interest income results from marketable securities and short-term deposits in U.S. Dollar held by the Company and its subsidiary InflaRx GmbH.
 
Foreign exchange income and expense is mainly derived from the translation of the U.S. Dollar cash, cash equivalents and securities held by InflaRx GmbH.
 
2. Other non-financial assets
 
(in €)
 
As of
March 31, 2020
(unaudited)
   
As of December
31, 2019
 
             
Non-current other assets
           
Prepaid expense
   
445,403
     
452,217
 
Total
   
445,403
     
452,217
 
Current other assets
               
Current tax assets
   
1,051,858
     
1,134,968
 
Prepayments on research & development projects
   
959,727
     
698,891
 
Prepaid expense
   
1,018,143
     
1,467,936
 
Other
   
289,493
     
199,088
 
Total
   
3,319,222
     
3,500,884
 

Prepaid expense mainly consists of accrued insurance expense. Total prepaid expense mainly has decreased compared to December 31, 2019, because Directors and Officers insurance is an annual insurance payment in the fourth quarter of the year.
 
Current tax assets in 2020 include tax reclaims because of capital yields tax withheld. Such tax is withheld by our banks from securities interest payments, and the Company is reimbursed after filing the tax return. The decrease is due to lower interest rates compared to the first quarter of 2019.
 
[7]

3. Financial assets and financial liabilities
 
Set out below is an overview of financial assets and liabilities, other than cash and short-term deposits, held by the Group as of March 31, 2020 and December 31, 2019:
 
(in €)
 
As of
March 31, 2020
(unaudited)
   
As of December
31, 2019
 
             
Financial assets at amortized cost
           
Non-current financial assets
   
272,718
     
272,614
 
Current financial assets
   
86,680,961
     
82,353,867
 
Financial liabilities at amortized cost
               
Trade and other payables
   
10,490,938
     
12,413,662
 
Interest bearing loans and borrowings
               
Non-current lease liabilities
   
245,478
     
330,745
 
Current lease liabilities
   
512,099
     
513,834
 

The fair value of current and non-current financial assets (primarily quoted debt securities) amounted to €86,661 thousand (level 1). The Group’s debt instruments at amortized cost consist solely of quoted securities that are graded in the top investment category (AAA) by credit rating agencies such as S&P Global and, therefore, are considered low credit risk investments. Based on statistical historical probabilities of default, adjusted for forward-looking factors specific to the debtors and the economic environment, the Group believes that the expected credit losses for these debt instruments are immaterial. Furthermore, since the acquisition of these debt securities, their credit ratings have remained stable.
 
4. Cash and cash equivalents information
 
(in €)
 
As of March
31, 2020
(unaudited)
   
As of December
31, 2019
 
             
Short-term deposits
           
Deposits held in U.S. Dollars
   
19,535,311
     
27,803,153
 
Total
   
19,535,311
     
27,803,153
 
Cash at banks
               
Cash held in Euro
   
1,069,355
     
1,211,478
 
Cash held in U.S. Dollars
   
478,942
     
4,116,649
 
Total
   
1,548,297
     
5,328,127
 
Total cash and cash equivalents
   
21,083,608
     
33,131,280
 

[8]

5. Related party transactions
 
The Group’s executive management comprises the following persons:
 

Professor Niels C. Riedemann, Chief Executive Officer (CEO)
 

Professor Renfeng Guo, Chief Scientific Officer (CSO)
 

Arnd Christ, Chief Financial Officer (CFO)
 

Jason Marks, Chief Legal Officer, General Counsel (CLO)
 
The Group’s board of directors comprises the following persons:
 
Executive Directors
 

Professor Niels C. Riedemann, CEO
 

Professor Renfeng Guo, CSO
 
Non-executive Directors
 

Nicolas Fulpius, Chairman of the board of directors and Chairman of the Audit Committee
 

Jens Holstein, Member of the Audit Committee
 

Richard Brudnick, Member of the Audit Committee
 

Katrin Uschmann
 

Lina Ma
 

Mark Kübler
 
The compensation of the Group’s executive management comprises the following for the three months ended March 31:
 
   
For the three months ended
March 31,
 
(in €)
 
2020
(unaudited)
   
2019
(unaudited)
 
             
Executive Management
           
Short-term employee benefits
   
638,288
     
771,820
 
Share-based payments
   
657,172
     
1,607,456
 
Total
   
1,295,460
     
2,379,276
 
Non-executive Board of Directors
               
Short-term employee benefits
   
63,864
     
70,432
 
Share-based payments
   
108,453
     
227,552
 
Total
   
172,317
     
297,984
 
Total Compensation
   
1,467,777
     
2,677,260
 

Remuneration of InflaRx’s executive management consists of fixed and variable components and share-based payment awards. In addition, the executive management receives supplementary benefits and allowances.
 
[9]

We entered into indemnification agreements with our directors and senior management. The indemnification agreements and our articles of association require us to indemnify our directors and certain officers and employees as designated by our board of directors to the fullest extent permitted by law.
 
6. Share-based payments
 
1.
Equity settled share-based payment arrangements
 
In conjunction with the closing of its initial public offering, InflaRx N.V. established a new incentive plan (the “2017 Long-Term Incentive Plan”). The initial maximum number of common shares available for issuance under equity incentive awards granted pursuant to the 2017 Long Term Incentive Plan equals 2,341,097 common shares. The number of share options under the plan was as follows:
 
Share options
granted
 
Number
   
Per
option
   
FX rate
as of
grant
date
   
Per
option
   
Share price at
grant date /
Exercise price
   
Expected
volatility
   
Expected
life
(midpoint
based)
   
Risk-free rate
(interpolated,
U.S. sovereign
strips curve)
 
2019
                                               
January 1
   
   
$
14.45
     
0.88
   
12.69
   
$
26.02
     
0.65
     
4.8
     
3.00
%
February 4
   
18,450
   
$
18.17
     
0.87
   
15.87
   
$
32.63
     
0.65
     
4.9
     
2.60
%
     
18,450
                                                         
Expected dividends are nil for all share options listed above.
None of the options were granted to the executive management or board of directors.

Number of stock options
 
2020
   
2019
 
Outstanding as of January 1,
   
2,181,105
     
2,051,009
 
Granted during the three months ended March 31
   
     
18,450
 
Forfeited during the three months ended March 31
   
     
 
Outstanding as of March 31,
   
2,181,105
     
2,069,459
 
thereof vested
   
1,483,623
     
728,722
 
thereof exercised
   
     
 

On January 1, 2021 and on January 1 of each calendar year thereafter, an additional number of shares equal to 3% of the total outstanding common shares on December 31 of the immediately preceding year (or any lower number of shares as determined by the board of directors) will become available for issuance under equity incentive awards granted pursuant to the 2017 Long-Term Incentive Plan.
 
2.
Stock options exercised
 
In 2020 no stock options were exercised.
 
In 2019, 140,876 shares were issued following the exercise of stock options, resulting in proceeds to the Company in the amount of €1.7 thousand. All stock options exercised were granted under the 2012 Stock Option Plan.
 
3.
Measurement of fair values of stock options granted
 
The fair value of options granted under the 2017 long-term incentive plan was determined using the Black-Scholes valuation model. As the Company’s common shares are listed on the Nasdaq Global Select Market, the closing price of the common shares at grant date was used.
 
Expected volatility has been based on the historical volatility of InflaRx’ share price. Considering a significant price drop on June 5, 2019, we calculated averages including and excluding said trading day which results in an average volatility of 124%. For grants after June 2019 we have selected a volatility of 135% that accounts for expectations of the management.
 
[10]

The range of outcomes for the expected life of the instruments has been based on expectations on option holder behavior in the scenarios considered.
 
The dividend yield has no impact due to the anti-dilution clause as defined in the 2017 Long-Term Incentive Plan.
 
Expenses are determined based on the number of stock options granted within a tranche and the vesting period of a tranche. This implies two effects:
 

the more options are granted within a tranche, the higher the expense of a tranche is, and

the shorter the vesting period of a tranche is, the higher the expense of a tranche is.
 
For example, 33.33% of all stock options granted are allocated to the first tranche which vests over 1 year after the grant date, whereas 8.33% of all stock options granted are allocated to the ninth tranche which vests over three years.
 
The following table shows the recognized compensation expenses per stock option plan and the repricing of stock options, consummated on July 3, 2019. Anticipated expenses for the twelve-month period ending December 31, 2022, 2021 and 2020 were converted with the exchange rate as of March 31, 2020, 1 Euro = 1.0956 USD:
 
   
2022
   
2021
   
2020
   
2019
   
2018
   
2017
 
               
(in million €)
             
2016 Plan
   
     
     
     
     
     
4.0
 
2017 Long-Term Incentive plan
   
     
0.3
     
2.1
     
5.2
     
12.1
     
0.6
 
Repricing consummated on July 3, 2019
   
     
     
0.3
     
1.6
     
     
 
2016 Plan
   
     
     
     
0.5
     
     
 
2017 Long-Term Incentive plan
   
     
     
0.3
     
1.1
     
     
 
Total compensation expense
   
     
0.3
     
2.4
     
6.8
     
12.1
     
4.6
 

For the three months ended March 31, 2020, the Company has recognized €793 thousand of share-based payment expense in the statement of profit or loss (March 2019: €2,098 thousand).
 
None of the share-based payments awards were dilutive in determining earnings per share due to the Group’s loss position.
 
[11]

7. Protective foundation
 
According to the articles of association of the Company, up to 55,000,000 common shares and up to 55,000,000 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 in-dependent 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 us to provide, or cause the Company`s subsidiaries to pro-vide, 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 common shares and will accrue cash dividends at a pre-determined rate. The protective foundation would be expected to re-quire us to cancel its preferred shares once the perceived threat to the Company and its stake-holders has been removed or sufficiently mitigated or neutralized. We are of the opinion that the call option does not represent a significant fair value based on a level 3 valuation, since the preference shares are restricted in use and can be can-celled by us as stated above.
 
In the quarter ended March 31, 2020, the Company expensed €17 thousand of ongoing costs to reimburse expenses incurred by the protective foundation.
 
8. Summary of significant accounting policies
 

(a)
Reporting entity and Group’s structure
 
InflaRx N.V. 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 common shares have been listed on The NASDAQ Global Select Market under the symbol IFRX.
 
InflaRx is a clinical-stage biopharmaceutical Group focused on applying its proprietary anti-C5a technology to discover and develop first-in-class, potent and specific inhibitors of the complement activation factor known as C5a.
 
These consolidated financial statements of InflaRx comprise the Company and its wholly-owned subsidiaries InflaRx GmbH and InflaRx Pharmaceutical Inc., Ann Arbor, Michigan, United States.
 
InflaRx GmbH is a clinical-stage biopharmaceutical company founded in 2008. In 2017, InflaRx N.V. became the sole shareholder of InflaRx GmbH through the contribution of the subsidiary’s shares to InflaRx N.V. by its existing shareholders in exchange of new shares issued by InflaRx N.V.
 
These consolidated financial statements of InflaRx N.V. comprise the Group.
 

(b)
Basis of preparation
 
These interim condensed consolidated financial statements for the three-month reporting period ended March 31, 2020 have been prepared in accordance with IAS 34 Interim Financial Reporting. The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended December 31, 2019 in the 20-F.
 
The condensed consolidated financial statements were authorized for issue by the board of directors on May 20, 2020.
 
[12]

The financial statements are presented in Euro (€). Euro is the functional currency of InflaRx GmbH. The functional currency of InflaRx N.V. and InflaRx Pharmaceutical Inc. is U.S. Dollars. All financial information presented in Euro has been rounded. 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, 2019, except for the adoption of new standards effective as of January 1, 2020 as set out below.
 

(c)
New and amended standards adopted by the Group
 
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 31 December 2019, except for the adoption of new standards effective as of 1 January 2020. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
 
The below listed amendments and interpretations apply for the first time in 2020, but do not have an impact on the interim condensed consolidated financial statements of the Group:
 

Conceptual Framework Amendments, References to the Conceptual Framework in IFRS Standards (IFRS 2 Share-Based Payment,  IFRS 3 Business Combinations, IAS 8 Accounting Policies, IAS 34 Interim Financial Reporting, IAS 37 Provisions, Contingent Liabilities and Contingent Assets, IFRIC 12 Service Concession Arrangements, IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments,, IFRIC 22 Foreign Currency Transactions and Advance Consideration, SIC 32 Intangible Assets — Web Site Costs,), effective as of January 1, 2020

IFRS 7 Financial Instruments Disclosures, effective January 1, 2020, IAS 38 Intangible Assets, as of January 1, 2020

IAS 39 Financial Instruments: Recognition and Measurement, as of January 1, 2020

IFRS 9 Financial Instruments, Interest Rate Benchmark Reform, effective January 1, 2020

IAS 1 Presentation of Financial Statements, Definition of Material / References to Conceptual Framework in IFRS Standards, as of January 1, 2020
 

(d)
Summary of new accounting policies
 
No new accounting policies were adopted within the Group.
 
[13]


(e)
Significant events after the reporting date
 
Clinical Study AAV
 
As of October 2018, 19 patients have been recruited in the randomized, triple blind, placebo-controlled US Phase II IXPLORE study with IFX-1 in patients with AAV. The main objective of the study is to evaluate the efficacy and safety of two dose regimens of IFX-1 in patients with moderate to severe AAV, when dosed on top of standard of care, which includes treatment with high dose glucocorticoids. The trial originally planned to enroll approximately 36 patients at centers in the US. Based on a blinded interim analysis and assessment of the potential impact of the COVID-19 pandemic, the Company has decided to stop the study and read out the existing results earlier than initially planned as part of a strategy to align and streamline the US and EU AAV development pro-gram.
 
In May 2019, the Company initiated a randomized, double-blind, placebo-controlled European Phase II IXCHANGE study with IFX-1 in patients with AAV. The main objective of the study is to evaluate the efficacy and safety of IFX-1 in patients with moderate to severe AAV. The primary endpoint of the study is a 50% reduction in Birmingham Vasculitis Activity Score (BVAS) at week 16. The study was originally planned to enroll approximately 80 patients at about 60 sites in up to 12 European countries and Russia. The study is being conducted in two parts. In Part 1, patients are being randomized to receive either IFX-1 plus a reduced dose of glucocorticoids, or placebo plus a standard dose of glucocorticoids. Patients in both arms receive the standard of care dosing of immunosuppressive therapy (rituximab or cyclophosphamide). In Part 2 of the study, patients will be randomized to receive either IFX-1 plus placebo glucocorticoids or placebo plus a standard dose of glucocorticoids (both on top of standard of care immunosuppressive therapy with rituximab or cyclophosphamide). The first part of the study has been fully enrolled. After analyzing the impact of COVID-19 on the study, a blinded interim analysis of Part 1 has been completed. Based on the analysis, the Company intends to continue with Part 2 of the study but decrease the number of enrolled patients.
 

[14]


Exhibit 99.2
 
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
This management’s discussion and analysis is designed to provide you with a narrative explanation of our financial condition and results of operations. We recommend that you read this discussion together with our unaudited condensed consolidated financial statements, including the notes thereto, as of and for the three-month periods ended March 31, 2020 and 2019 included as Exhibit 99.1 to the Report on Form 6-K to which this discussion is attached as Exhibit 99.2. We also recommend that you read our management’s discussion and analysis and our audited consolidated financial statements for fiscal year 2019, and the notes thereto, which appear in our Annual Report on Form 20-F for the year ended December 31, 2019 (the “Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”). In addition, we recommend that you read any public announcements made by InflaRx N.V.
 
The following discussion is based on our financial information prepared in accordance with IFRS as issued by the IASB, which may differ in material respects from generally accepted accounting principles in the United States and other jurisdictions. We maintain our books and records in euros. Unless otherwise indicated, all references to currency amounts in this discussion are in euros. We have made rounding adjustments to some of the figures included in this discussion and analysis. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.
 
The following discussion includes forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those described under “Risk factors” in the Annual Report.
 
Unless otherwise indicated or the context otherwise requires, all references to “InflaRx” or the “company,” “we,” “our,” “ours,” “us” or similar terms refer to InflaRx N.V. and its subsidiaries InflaRx GmbH and InflaRx Pharmaceuticals, Inc.
 
Overview
 
We are a clinical-stage biopharmaceutical company focused on applying our proprietary anti-C5a technology to discover and develop first-in-class, potent and specific inhibitors of the complement activation factor known as C5a. C5a is a powerful inflammatory mediator involved in the progression of a wide variety of autoimmune and other inflammatory diseases. Our lead product candidate, IFX-1, is a novel intravenously delivered first-in-class anti-C5a monoclonal antibody that selectively binds to free C5a and has demonstrated disease-modifying clinical activity and tolerability in multiple clinical settings.
 
We have been developing IFX-1 for the treatment of HS, a chronic debilitating systemic inflammatory skin disease. In June 2019, we announced that our Phase IIb clinical trial of IFX-1 in HS did not meet its primary endpoint. On July 18, 2019 we published a post-hoc analysis showing multiple signals of efficacy for the IFX-1 high dose group compared to the placebo group within the initial phase of the SHINE study. On November 6, 2019, we reported additional data from the open label extension (OLE) phase of the international SHINE Phase IIb study. In March 2020, we submitted a request for an end of Phase II meeting to the FDA to discuss a potential Phase III program based on the results of the SHINE study. This meeting has been scheduled for mid-year 2020. The company plans to provide an update on the results of the end of Phase II meeting and potential further development steps with IFX-1 in HS in the second half of 2020. We are also developing IFX-1 in severe COVID-19 induced pneumonia with an adaptive randomized open label multicenter trial in Europe. On March 31, 2020, the Company initiated a clinical development program with IFX-1 in COVID-19 patients with severely progressed pneumonia.  Part 1 of this study is fully enrolled with 30 patients as of April 2020.  We intend to develop IFX-1 and other proprietary antibodies and molecules, and evaluate other technologies as well, to address a wide array of complement-mediated and other diseases with significant unmet needs, including Anca associated vasculitis, or AAV, a rare, life-threatening autoimmune disease, Pyoderma Gangaenosum, or PG, a rare inflammatory skin disorder and indications in oncology and potentially other indications and diseases.
 
II-1

Since our inception in December 2007, we have devoted substantially all of our resources to establishing our company, raising capital, developing our proprietary anti-C5a technology, identifying and testing potential product candidates and conducting clinical trials of our lead product candidate, IFX-1. To date, we have not generated any product revenue and have financed our operations primarily through public offerings, private placements and other income from various grants. As of March 31, 2020, we had raised an aggregate of approximately €206.75 million, comprised of €49.2 million in net proceeds from a follow-on public offering in May 2018, €81.8 million in net proceeds from our initial public offering, €74.0 million in gross proceeds from private placements of our securities and €1.75 million in payments in connection with various grants. As of March 31, 2020, we had cash and cash equivalents of €21.1 million and marketable securities of €86.3 million. As of March 31, 2020, we had an accumulated deficit of €142.5 million. We have incurred significant net operating losses in every year since our inception and expect to continue to incur net operating losses for the foreseeable future. Our net losses may fluctuate significantly from quarter to quarter and year to year.
 
We anticipate that our expenses might increase if and as we:
 

continue to develop and conduct clinical trials with respect to our lead product candidate, IFX-1, including in connection with the evaluation of any additional clinical development in HS, in connection with the ongoing Phase II clinical trials in AAV and PG as well as planned Phase II studies in oncology;
 

initiate and continue research, preclinical and clinical development efforts for any future product candidates, including IFX-2;
 

actively seek to identify additional research programs and additional product candidates;
 

seek regulatory and marketing approvals for our product candidates that successfully complete clinical trials, if any;
 

establish sales, marketing, distribution and other commercial infrastructure in the future to commercialize various products for which we may obtain marketing approval, if any;
 

require the manufacture of larger quantities of product candidates for clinical development and, potentially, commercialization;
 

collaborate with strategic partners to optimize the manufacturing process for IFX-1 and IFX-2;
 

maintain, expand and protect our intellectual property portfolio;
 

hire and retain additional personnel, such as clinical, quality control and scientific personnel; and
 

add operational, financial and management information systems and personnel, including personnel to support our product development and help us comply with our obligations as a public company.
 
Our expenses in any quarter may not be indicative of our expenses in future periods, and in particular we expect that our expenses, and therefore our net losses, could vary depending on the going forward strategy relating to the clinical development of IFX-1 in HS, AAV, PG, COVID 19 and additional indications as well as any potential addition of a technology platform or asset.
 
We do not expect to generate revenue from product sales unless and until we successfully complete development and obtain regulatory approval for a product candidate, which we expect will take a number of years and is subject to significant uncertainty. If we obtain regulatory approval for any product candidate, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. Accordingly, we may seek to further fund our operations through public or private equity or debt financings or other sources, including strategic collaborations. We may, however, be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. Our failure to raise capital or enter into such other arrangements as and when needed, would have a negative impact on our financial condition and our ability to develop IFX-1 or any additional product candidates.
 
II-2

Recent Developments
 
We have submitted a request for an end of Phase II meeting to the FDA in March 2020 to discuss a potential Phase III program based on the results of the SHINE study. A meeting has been scheduled for mid-year 2020. The Company plans to provide an update on the results of the end of Phase II meeting and potential further development steps with IFX-1 in HS in the second half of.
 
In February 2020, the Company announced positive initial data from the first five patients dosed in the ongoing Phase IIa open label study. Of these five initial patients dosed with IFX-1, two patients achieved complete closure of the target ulcer and complete healing of all other PG ulcers. Patients continue to enroll in higher dose groups.
 
We recently reported that the first part of our European Phase II IXCHANGE study with IFX-1 in patients with AAV the study has already been fully enrolled. After analyzing the impact of COVID-19 on the study, we conducted a blinded interim analysis of Part 1. Based on our analysis, we intend to continue with Part 2 of the study but decrease the number of enrolled patients. We also recently reported, that based on a blinded interim analysis and assessment of the potential impact of the COVID-19 pandemic, the Company has decided to stop the US Phase II IXPLORE study and to read out the existing results earlier than initially planned as part of a strategy to align and streamline the US and EU AAV development program.
 
The Company entered into a clinical collaboration agreement with Merck & Co, Inc., Kenilworth, NJ, USA (known as MSD outside the US and Canada) to evaluate the combination of IFX-1 and Merck’s anti-PD-1 therapy, KEYTRUDA® (pembrolizumab) in patients with an undisclosed tumor type. Under the terms of the agreement, InflaRx will conduct a Phase IIa clinical study with two IFX-1 arms, including one with KEYTRUDA®. KEYTRUDA® is a registered trademark of Merck Sharp & Dohme Corp., Whitehouse Station, New Jersey, U.S.A, a subsidiary of Merck & Co., Inc., Kenilworth, NJ, USA.
 
On March 31, 2020, the Company initiated a clinical development program with IFX-1 in COVID-19 patients with severely progressed pneumonia. The Company reported the full enrollment with 30 patients of the first part of this study as of April 1, 2020.
 
Research and Development Expenses
 
Research and development expenses have consisted principally of:
 

expenses incurred under agreements with contract research organizations, or CROs, contract manufacturing organizations, or CMOs, consultants and independent contractors that conduct research and development, preclinical and clinical activities on our behalf;
 

employee-related expenses, including salaries, benefits and stock-based compensation expense based upon employees’ role within the organization; and
 

professional legal fees related to the protection and maintenance of our intellectual property.
 
We anticipate that our total research and development expenses in 2020 might increase compared to our expenses in 2019. Such increased research and development expenses primarily relate to the following key programs:
 

IFX-1. On November 6, 2019, the Company reported positive results from the open label extension (OLE) part of the international SHINE Phase IIb study, investigating the safety and efficacy of IFX-1 in patients suffering from moderate to severe Hidradenitis Suppurativa (HS). In Q1 2020, the Company requested an FDA End of Phase II meeting to discuss the path forward for a pivotal program with IFX-1 in HS. On March 2020, the Company initiated a Phase II clinical development program with IFX-1 in COVID-19 patients with severely progressed pneumonia. The part 1 of this study is fully enrolled with 30 patients as of April 24, 2020. We expect our expenses associated with IFX-1 will increase in the remainder of 2020 as we might initiate Phase III studies in HS and COVID-19, conduct our Phase II clinical program of IFX-1 in patients with AAV and a Phase II clinical trial program in patients with PG and plan to initiate a Phase II clinical program in cancer and potentially additional indications. In addition, we are also incurring expenses related to the manufacturing of clinical trial material and investigating commercial scale production options.
 
II-3


IFX-2.  We are continuing preclinical development of IFX-2, expenses for which mainly consist of salaries, costs for preclinical testing conducted by CROs and costs for the production of preclinical material.
 

Other development programs. Our other research and development expenses relate to our preclinical studies of other product candidates and discovery activities, expenses for which mainly consist of salaries, costs for production of preclinical compounds and costs paid to CROs.
 
In 2019, we incurred €44.6 million of research and development expense. For the three months ended March 31, 2020 and 2019, we incurred research and development expenses of €7.3 million and €7.7 million, respectively. The principal driver of the slight decrease in our research and development expenses was the Phase IIb clinical development of IFX-1 in HS since this study has been completed in 2019. Our research and development expenses may vary substantially from period to period based on the timing of our research and development activities, including due to timing of clinical trial initiation and potential enrollment. Research and development expenses are expected to increase as we advance the clinical development of IFX-1 and IFX-2 and further advance the research and development of our preclinical product candidates.
 
We expense research and development costs as incurred. We recognize costs for certain development activities, such as preclinical studies and clinical trials, based on an evaluation of the progress to completion of specific tasks. We use information provided to us by our vendors such as patient enrollment or clinical site activations for services received and efforts expended. Research and development activities are central to our business model. We anticipate that our research and development expenses might increase for the foreseeable future as our current development programs progress and new programs are added.
 
The successful development of our product candidates is highly uncertain. At this time, we cannot reasonably estimate the nature, timing and estimated costs of the efforts that will be necessary to complete the development of, or the period, if any, in which material net cash inflows may commence from, any of our product candidates. For a discussion of our other key financial statement line items, please see “Management’s discussion and analysis of financial condition and results of operations—Financial operations overview” in the Annual Report.
 
II-4

Results of Operations
 
The numbers below were derived from our consolidated financial statements included elsewhere herein. The discussion below should be read along with these consolidated financial statements, and it is qualified in its entirety by reference to them.
 
Comparison of the Three Months Ended March 31, 2020 and 2019
 
   
Three Months Ended March 31,
 
   
2020
   
2019
   
Change
 
         
(in €)
       
Operating Expenses
                 
Research and development expenses
   
(7,298,799
)
   
(7,695,150
)
   
(396,351
)
General and administrative expenses
   
(2,564,803
)
   
(3,301,166
)
   
(736,363
)
Total Operating Expenses
   
(9,863,601
)
   
(10,996,316
)
   
(1,132,715
)
Other income
   
94,960
     
64,836
     
(30,124
)
Other expense
   
(5,720
)
   
(3,886
)
   
1,834
 
Operating Result
   
(9,774,362
)
   
(10,935,366
)
   
(1,161,004
)
Finance income
   
1,658,991
     
1,159,205
     
(499,786
)
Finance costs
   
(118,026
)
   
(61,710
)
   
56,316
 
Net financial Result
   
1,540,965
     
1,097,495
     
(443,470
)
Loss for the period
   
(8,233,397
)
   
(9,837,871
)
   
(1,604,474
)
                         
Loss for the period
   
(8,233,397
)
   
(9,837,871
)
   
(1,604,474
)
Foreign currency translation differences
   
1,713,868
     
2,317,546
     
603,678
 
Total comprehensive loss attributable to owners of the Company
   
(6,519,529
)
   
(7,520,325
)
   
(1,000,796
)

Research and Development Expenses
 
   
Three Months Ended March 31,
 
   
2020
   
2019
   
Change
 
         
(in €)
       
Third party expenses
   
5,548,990
     
5,638,449
     
(89,459
)
Personnel expenses
   
1,183,002
     
1,571,665
     
(388,663
)
Legal and consulting fees
   
431,097
     
240,380
     
190,717
 
Other expenses
   
135,709
     
244,656
     
(108,947
)
Total Research and development expenses
   
7,298,799
     
7,695,150
     
(396,351
)

We use our employee and infrastructure resources across multiple research and development programs directed toward developing IFX-1 and IFX-2. We manage certain activities such as contract research and manufacturing of IFX-1 and our discovery programs through our third-party vendors.
 
Research and development expenses incurred for the three months ended March 31, 2020 decreased over the corresponding period in 2019 by €0.4 million. This decrease is primarily attributable to a €0.3 million decrease in non-cash share-based compensation expenses.
 
II-5

General and Administrative Expenses
 
   
Three Months Ended March 31,
 
   
2020
   
2019
   
Change
 
         
(in €)
       
Personnel expenses
   
1,509,593
     
2,304,379
     
(794,786
)
Legal, consulting and audit fees
   
198,550
     
442,186
     
(243,636
)
Other expenses
   
856,660
     
554,601
     
302,059
 
Total General and administrative expense
   
2,564,803
     
3,301,166
     
(736,363
)

General and administrative expenses decreased by €0.7 million to €2.6 million for the three months ended March 31, 2019, from €3.3 million for the three months ended March 31, 2019. This decrease is primarily attributable to decreasing expenses associated with non-cash share-based compensation (€0.9 million). Legal, consulting and other expenses increased by €0.1 million to €1.1 million for the three months ended March 31, 2020, from €1.0 million for the three months ended March 31, 2019.
 
Net financial result
 
   
Three Months Ended March 31,
 
   
2020
   
2019
   
Change
 
         
(in €)
       
Finance income
                 
Foreign exchange gains
   
1,257,557
     
356,471
     
901,086
 
Interest and other finance income
   
401,435
     
802,734
     
(401,299
)
Total Finance income
   
1,658,991
     
1,159,205
     
499,786
 
Finance costs
                       
Foreign exchange losses
   
(115,879
)
   
(54,022
)
   
61,857
 
Other finance costs
   
(2,147
)
   
(7,688
)
   
(5,541
)
Total finance costs
   
(118,026
)
   
(61,710
)
   
56,316
 
Net financial result
   
1,540,965
     
1,097,495
     
443,470
 

Net financial result increased by €0.4 million to €1.5 million for the three months ended March 31, 2019, from €1.1 million for the three months ended March 31, 2019. This increase is mainly attributable to (a) higher foreign exchange gains, which increased by €0.8 million and (b) interest on marketable securities, which decreased by €0.4 million.
 
Liquidity and Capital Resources
 
Since inception, we have incurred significant operating losses. For the three months ended March 31, 2020, we incurred a net loss of €8.2 million. To date, we have financed our operations primarily through the sale of our securities. As of March 31, 2020, we had cash and cash equivalents of €21.1 million, plus marketable securities of €86.3 million. Our cash and cash equivalents primarily consist of bank deposit accounts and fixed U.S. Dollar term deposits. Our quoted debt securities have AAA credit ratings.
 
II-6

Cash Flows
 
The table below summarizes our consolidated statement of cash flows for the three months ended March 31, 2020 and 2019:
 
   
Three Months Ended March 31,
 
   
2020
   
2019
 
   
(in €)
 
Net Cash used in operating activities
   
(10,520,819
)
   
(8,498,447
)
Net cash used in investing activities
   
(2,715,769
)
   
(261,827
)
Net cash used in financing activities
   
(88,339
)
   
(54,781
)
Cash and cash equivalents at the beginning of the period
   
33,131,280
     
55,386,240
 
Exchange gains on cash and cash equivalents
   
1,277,255
     
592,005
 
Cash and cash equivalents at the end of the period
   
21,083,608
     
47,163,191
 

Net Cash Used in Operating Activities
 
The use of cash in all periods resulted primarily from our net losses, adjusted for non-cash charges and changes in components of working capital.
 
Net cash used in operating activities increased from to €10.5 million in the three months ended March 31, 2020, from €8.5 million in the three months ended March 31, 2019, mainly due to the increase of cash expenses, such as third-party expenses for manufacturing and clinical trials for our lead program IFX-1 and higher personnel costs.
 
Net Cash used in Investing Activities
 
Net cash from investing activities increased by €2.5 million in the three months ended March 31, 2020 mainly due to higher reinvestments in marketable securities in 2020 compared to 2019.
 
Net Cash used in Financing Activities
 
Net cash used in financing activities (€(0.1) million) for the three months ended March 31, 2020, is nearly at the same level compared to the three months ended March 31, 2019 (€(0.1) million).
 
Funding Requirements
 
In 2020 we anticipate that our expenses might increase in connection with our ongoing activities. In particular, we anticipate that we will continue and complete Phase II clinical trials in AAV, PG, COVID-19 and an oncology indication, we might start Phase III clinical trials in HS and COVID-19 and might pursue additional indications. We also want to continue preclinical development of IFX-2. We plan to initiate new research and preclinical development efforts and we may seek marketing approval for any product candidates that we successfully develop and where we receive approval. Should we commence further clinical development with IFX-1 in HS, there may be additional costs in connection with such development. In addition, if we obtain marketing approval for any of our product candidates, we expect to incur significant commercialization expenses related to establishing sales, marketing, distribution and other commercial infrastructure to commercialize such products. The Company does not expect marketing approval in the next 12 to 24 months. Furthermore, we expect to incur additional costs associated with operating as a public company. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs or future commercialization efforts. We believe that our existing cash and cash equivalents and marketable securities will enable us to fund our operating expenses and capital expenditure requirements under our current business plan for at least the next 24 months.
 
II-7

Until such time, if ever, that we can generate substantial product revenues, we expect to finance our cash needs through a combination of equity offerings, debt financings, royalty-based financings, future collaborations, strategic alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include voting or other rights that adversely affect your rights as a common shareholder. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through additional collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or to grant licenses on terms that may not be favorable to us.
 
For more information as to the risks associated with our future funding needs, see “Risk factors” in the Annual Report.
 
Off-Balance Sheet Arrangements
 
As of March 31, 2020, and during the periods presented, we did not have any off-balance sheet arrangements other as described under “Management’s discussion and analysis of financial condition and results of operations—Off-balance sheet arrangements” in the Annual Report.
 
Contractual Obligations and Commitments
 
As of the date of this discussion and analysis, we do not have any, and during the periods presented we did not have any, contractual obligations and commitments other than as described under “Management’s discussion and analysis of financial condition and results of operations—Contractual obligations and commitments” in the Annual Report.
 
Quantitative and Qualitative Disclosures about Market Risk
 
During the three months ended March 31, 2020, there were no significant changes to our quantitative and qualitative disclosures about market risk from those reported in “Management’s discussion and analysis of financial condition and results of operations–Quantitative and qualitative disclosures about market risk” in the Annual Report.
 
Critical Judgments and Accounting Estimates
 
There have been no material changes to the significant accounting policies and estimates described in “Management’s discussion and analysis of financial condition and results of operations—Critical judgments and accounting estimates” in the Annual Report.
 
JOBS Act Exemptions
 
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an “emerging growth company.” As an emerging growth company, we are not required to provide an auditor attestation report on our system of internal controls over financial reporting. This exemption will apply for a period of five years following the completion of our initial public offering or until we no longer meet the requirements of being an “emerging growth company,” whichever is earlier. We would cease to be an emerging growth company if we have more than $1.07 billion in annual revenue, have more than $700 million in market value of our common shares held by non-affiliates as of the specified testing date or issue more than $1.0 billion of non-convertible debt over a three-year period.
 
Cautionary Statement Regarding Forward Looking Statements
 
This discussion contains forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “estimate,” “believe,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions intended to identify statements about the future. These statements speak only as of the date of this discussion and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements include, without limitation, statements about the following:
 
II-8


our operation as a development stage company with limited operating history and a history of operating losses; as of March 31, 2020, our accumulated deficit was €142.5 million;
 

the timing, progress and results of clinical trials of IFX-1 and any other product candidates, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, the period during which the results of the trials will become available, the costs of such trials and our research and development programs generally;
 

the timing of any submission of filings for regulatory approval of IFX-1 or any other product candidate, and the timing of and our ability to obtain and maintain regulatory approval of IFX-1 for any indication;
 

our ability to leverage our proprietary anti-C5a technology to discover and develop therapies to treat complement-mediated autoimmune and inflammatory diseases;
 

our ability to protect, maintain and enforce our intellectual property protection for IFX-1 and any other product candidates, and the scope of such protection;
 

whether the FDA, EMA or comparable foreign regulatory authority will accept or agree with the number, design, size, conduct or implementation of our clinical trials, including any proposed primary or secondary endpoints for such trials;
 

the success of our future clinical trials for IFX-1 and any other product candidates and whether such clinical results will reflect results seen in previously conducted preclinical studies and clinical trials;
 

our expectations regarding the size of the patient populations for, market opportunity for and clinical utility of IFX-1 or any other product candidates, if approved for commercial use;
 

our manufacturing capabilities and strategy, including the scalability and cost of our manufacturing methods and processes and the optimization of our manufacturing methods and processes, and our ability to continue to rely on our existing third-party manufacturers for our planned future clinical trials;
 

our estimates of our expenses, ongoing losses, future revenue, capital requirements and our needs for or ability to obtain additional financing;
 

our expectations regarding the scope of any approved indication for IFX-1;
 

our ability to defend against costly and damaging liability claims resulting from the testing of our product candidates in the clinic or, if, approved, any commercial sales;
 

our ability to commercialize IFX-1 or our other product candidates;
 

if any of our product candidates obtain regulatory approval, our ability to comply with and satisfy ongoing obligations and continued regulatory overview;
 

our ability to comply with enacted and future legislation in seeking marketing approval and commercialization;
 

our future growth and ability to compete, which depends on our retaining key personnel and recruiting additional qualified personnel;
 

our competitive position and the development of and projections relating to our competitors in the development of C5a inhibitors or our industry;
 
II-9


our expectations regarding the time during which we will be an emerging growth company under the JOBS Act or a foreign private issuer; and
 

other risk factors discussed under “Risk factors” in the Annual Report.
 
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. You should refer to the “ITEM 3. KEY INFORMATION: - D. Risk factors” section of the Annual Report for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this discussion will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. You should, however, review the factors and risks and other information we describe in the reports we will file from time to time with the SEC after the date of this discussion.


II-10


Exhibit 99.3
 

InflaRx Reports Q1 2020 Financial & Operating Results
 
End of Phase II meeting with the FDA scheduled to discuss the path forward for IFX-1 in Hidradenitis Suppurativa
Initial promising results reported in Pyoderma Gangraenosum
Part 1 of adaptive randomized trial in severe COVID-19 pneumonia fully enrolled
Signed clinical collaboration agreement in oncology
Cash, cash equivalents and financial assets of approximately €108.0 million as of March 31, 2020
 
Jena, Germany, 21 May 2020 – InflaRx (Nasdaq: IFRX), a clinical-stage biopharmaceutical company developing anti-inflammatory therapeutics by targeting the complement system, announced today financial results for the three months ended March 31, 2020.
 
“InflaRx continues to make progress with its clinical development programs for IFX-1 and recently reported encouraging initial results in Pyoderma Gangraenosum, the second neutrophil-driven devastating skin disease we are pursuing,” said Prof. Niels C. Riedemann, Chief Executive Officer and Founder of InflaRx. “With the upcoming scheduled FDA End of Phase II meeting for development in Hidradenitis Suppurativa, the Company is keeping a strong focus on potentially advancing into Phase III development in this disease.”
 
Prof. Riedemann continued, “We are currently analyzing results from the first 30 patients in our ongoing adaptive randomized COVID-19 pneumonia trial, which will serve as the basis for the decision to potentially continue into a confirmatory larger second part of the study.”
 
R&D highlights – Q1 2020
 
IFX-1 in Hidradenitis Suppurativa (HS): In Q1 2020, the Company requested an End of Phase II meeting with the FDA to discuss the path forward for a pivotal program with IFX-1 in HS. The meeting has been scheduled for mid-year 2020.
IFX-1 in Pyoderma Gangraenosum (PG): In February 2020, the Company announced positive initial data from the first 5 patients dosed in the ongoing Phase IIa open label study. Of these 5 initial patients dosed with IFX-1, 2 patients achieved complete closure of the target ulcer and complete healing of all other PG ulcers. Patients continue to enroll in higher dose groups.



IFX-1 in ANCA-associated vasculitis (AAV): Part 1 of the European Phase II IXCHANGE study has been fully enrolled. After analyzing the impact of COVID-19 on the study, a blinded interim analysis of Part 1 has been completed. Based on the analysis, the Company intends to continue with Part 2 of the study but decrease the number of enrolled patients. Following a blinded interim analysis of the US Phase II IXPLORE study with IFX-1 in patients with AAV and an assessment of the potential impact of the COVID-19 pandemic, the Company has decided to stop the study and read out the existing results earlier than initially planned as part of a strategy to align and streamline the US and EU AAV development programs.
IFX-1 in oncology: In Q1 2020, the Company entered into a clinical collaboration agreement (reported on April 29, 2020) to evaluate the combination of IFX-1 and a market leading anti-PD-1 therapy in patients with an undisclosed tumor type. Under the terms of the agreement, InflaRx will conduct a Phase IIa clinical study with two IFX-1 arms, including one with the anti-PD-1 therapy.
IFX-1 in COVID-19 pneumonia: The Company initiated a Phase II clinical development program with IFX-1 in COVID-19 patients with severely progressed pneumonia. After all patients have been treated in the first part of the trial, an interim analysis will be performed to evaluate the clinical benefit of the treatment using the assessed clinical parameters in order to potentially initiate and adapt the confirmatory second part of the study. Part 1 was fully enrolled with 30 patients as of April 24, 2020.

Financial highlights - Q1 2020
 
Research and development expenses decreased by €0.4 million in the three months ended March 31, 2020 compared to the three months ended March 31, 2019. This decrease is primarily attributable to a €0.3 million decrease in expenses from non-cash share-based compensation.
 
General and administrative expenses decreased by €0.7 million to €2.6 million for the three months ended March 31, 2020, from €3.3 million for the three months ended March 31, 2019. This decrease is primarily attributable to a €0.9 million decrease in non-cash share-based compensation expense.  Legal, consulting and other expenses increased by €0.1 million to €1.1 million for the three months ended March 31, 2020, from €1.0 million for the three months ended March 31, 2019.



Net financial result increased by €0.4 million to €1.5 million for the three months ended March 31, 2020, from €1.1 million for the three months ended March 31, 2019. This increase is mainly attributable to (a) higher foreign exchange gains, which increased by €0.8 million and (b) interest on marketable securities, which decreased by €0.4 million.
 
Net loss for the three months ended March 31, 2020 was €8.2 million or €(0.32) per common share, compared to €9.8 million or €(0.38) per common share for the three months ended March 31, 2019. On March 31, 2020, the Company’s total funds available were approximately €108.0 million, mostly composed of cash and cash equivalents (€21.1 million) and marketable securities (€86.3 million).
 
Net cash used in operating activities increased to €10.5 million for the three months ended March 31, 2020, from €8.5 million in the three months ended March 31, 2019, mainly due to the increase of cash expenses, such as third-party expenses for manufacturing and clinical trials for our lead program IFX-1 and higher personnel costs.
 
Additional information regarding these results is included in the notes to the consolidated financial statements as of March 31, 2020, as well as the financial statements as of December 31, 2019 in “ITEM 18. Financial statements,” which is included in InflaRx’s Annual Report on Form 20-F as filed with the U.S. Securities and Exchange Commission (SEC).
 


InflaRx N.V. and subsidiary
Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2020 and 2019
 
in €
 
2020
(unaudited)
   
2019
(unaudited)
 
             
Operating Expenses
           
Research and development expenses
   
(7,298,799
)
   
(7,695,150
)
General and administrative expenses
   
(2,564,803
)
   
(3,301,166
)
Total Operating Expenses
   
(9,863,601
)
   
(10,996,316
)
Other income
   
94,960
     
64,836
 
Other expenses
   
(5,720
)
   
(3,886
)
Operating Result
   
(9,774,362
)
   
(10,935,366
)
Finance income
   
1,658,991
     
1,159,205
 
Finance expenses
   
(118,026
)
   
(61,710
)
Net Financial Result
   
1,540,965
     
1,097,495
 
Loss for the Period
   
(8,233,397
)
   
(9,837,871
)
                 
Share Information
               
Weighted average number of shares outstanding
   
26,105,255
     
25,964,379
 
Loss per share (basic/diluted)
   
(0.32
)
   
(0.38
)
                 
Loss for the Period
   
(8,233,397
)
   
(9,837,871
)
Other comprehensive income that may be reclassified to profit or loss in subsequent periods:
               
Exchange differences on translation of foreign currency
   
1,713,868
     
2,317,546
 
Total Comprehensive Loss
   
(6,519,529
)
   
(7,520,325
)



InflaRx N.V. and subsidiary
Consolidated Statements of Financial Position as of March 31, 2020 and December 31, 2019
 
in €
 
2020
(unaudited)
   
2019
 
             
ASSETS
           
Non-current assets
           
Property, plant and equipment
   
540,606
     
576,373
 
Right-of-use assets
   
748,785
     
836,924
 
Intangible assets
   
430,368
     
452,400
 
Non-current other assets
   
445,403
     
452,217
 
Non-current financial assets
   
272,718
     
272,614
 
Total non-current assets
   
2,437,880
     
2,590,528
 
Current assets
               
Current other assets
   
3,319,222
     
3,500,884
 
Current financial assets
   
86,680,961
     
82,353,867
 
Cash and cash equivalents
   
21,083,608
     
33,131,280
 
Total current assets
   
111,083,791
     
118,986,031
 
TOTAL ASSETS
   
113,521,671
     
121,576,558
 
                 
EQUITY AND LIABILITIES
               
Equity
               
Issued capital
   
3,132,631
     
3,132,631
 
Share premium
   
211,006,606
     
211,006,606
 
Other capital reserves
   
26,043,246
     
25,142,213
 
Accumulated deficit
   
(142,514,552
)
   
(134,362,006
)
Other components of equity
   
3,860,246
     
2,227,228
 
Total equity
   
101,528,177
     
107,146,673
 
Non-current liabilities
               
Lease liabilities
   
245,478
     
330,745
 
Other non-financial liabilities
   
39,148
     
39,013
 
Total non-current liabilities
   
284,625
     
369,758
 
Current liabilities
               
Trade and other payables
   
10,490,938
     
12,413,662
 
Lease liabilities
   
513,374
     
515,203
 
Employee Benefits
   
571,960
     
975,629
 
Social securities, other tax and non-financial liabilities
   
108,221
     
105,634
 
Provisions
   
24,374
     
50,000
 
Total current liabilities
   
11,708,869
     
14,060,128
 
Total Liabilities
   
11,993,494
     
14,429,886
 
TOTAL EQUITY AND LIABILITIES
   
113,521,671
     
121,576,558
 



InflaRx N.V. and subsidiary
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2020 and 2019
 
in €
 
Issued
capital
   
Share
premium
   
Other
capital
reserves
   
Accumulated
deficit
   
Other
components
of equity
   
Total
equity
 
                                     
Balance at January 1, 2020
   
3,132,631
     
211,006,606
     
25,142,213
     
(134,362,006
)
   
2,227,228
     
107,146,673
 
Loss for the period
   
     
     
     
(8,233,397
)
   
     
(8,233,397
)
Exchange differences on translation of operations in foreign currency
   
     
     
     
     
1,713,868
     
1,713,868
 
Total comprehensive loss
   
     
     
     
(8,233,397
)
   
1,713,868
     
(6,519,529
)
Transactions with owners of the Company
                                               
Contributions
                                               
Equity-settled share-based payment
   
     
     
901,033
     
     
     
901,033
 
Total Contributions
   
     
     
901,033
     
     
     
901,033
 
Total transactions with owners of the Company
   
     
     
901,033
     
     
     
901,033
 
Balance at March 31, 2020*
   
3,132,631
     
211,006,606
     
26,043,246
     
(142,595,403
)
   
3,941,097
     
101,528,177
 
                                                 
Balance at January 1, 2019
   
3,115,725
     
211,021,835
     
18,310,003
     
(81,107,188
)
   
50,196
     
151,390,571
 
Loss for the period
   
     
     
     
(9,837,871
)
   
     
(9,837,871
)
Exchange differences on translation of operations in foreign currency
   
     
     
     
     
2,317,546
     
2,317,546
 
Total comprehensive loss
   
     
     
     
(9,837,871
)
   
2,317,546
     
(7,520,325
)
Transactions with owners of the Company
                                               
Contributions
                                               
Equity-settled share-based payment
   
     
     
2,097,780
     
     
     
2,097,780
 
Total Contributions
                   
2,097,780
     
     
     
2,097,780
 
Total transactions with owners of the Company
   
     
     
2,097,780
     
     
     
2,097,780
 
Balance at March 31, 2019*
   
3,115,725
     
211,021,835
     
20,407,783
     
(90,945,059
)
   
2,367,742
     
145,968,026
 
* unaudited
                                               



InflaRx N.V. and subsidiary
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019
 
in €
 
2020
(unaudited)
   
2019
(unaudited)
 
             
Operating activities
           
Loss for the period
   
(8,233,397
)
   
(9,837,871
)
Adjustments for:
               
Depreciation & Amortization of property, plant, equipment, right-of-use assets and intangible assets
   
182,356
     
116,519
 
Net financial result
   
(1,540,965
)
   
(1,097,495
)
Share-based payment expense
   
901,033
     
2,097,780
 
Other non-cash adjustments
   
(129,122
)
   
81,346
 
Changes in:
               
Other assets
   
188,476
     
(581,651
)
Employee benefits
   
(428,526
)
   
(333,864
)
Social securities, other current non-financial liabilities
   
1,953
     
457,497
 
Trade and other payables
   
(1,922,724
)
   
364,158
 
Interest received
   
462,342
     
241,817
 
Interest paid
   
(2,246
)
   
(6,682
)
Net cash flows from operating activities
   
(10,520,819
)
   
(8,498,447
)
Investing activities
               
Purchase of intangible assets, laboratory and office equipment
   
(27,686
)
   
(254,316
)
Purchase of current financial assets
   
(23,412,469
)
   
(10,599
)
Disposal of current financial assets
   
     
3,088
 
Securities matured
   
20,724,386
     
 
Net cash flows from investing activities
   
(2,715,769
)
   
(261,827
)
Financing activities
               
Repayment of leasing liabilities
   
(88,339
)
   
(54,781
)
Net cash flows from financing activities
   
(88,339
)
   
(54,781
)
Net (decrease)/increase in cash and cash equivalents
   
(13,324,927
)
   
(8,815,054
)
Effect of exchange rate changes on cash and cash equivalents
   
1,277,255
     
592,005
 
Cash and cash equivalents at beginning of period
   
33,131,280
     
55,386,240
 
Cash and cash equivalents at end of period
   
21,083,608
     
47,163,191
 



About IFX-1:
 
IFX-1 is a first-in-class monoclonal anti-human complement factor C5a antibody, which highly and effectively blocks the biological activity of C5a and demonstrates high selectivity towards its target in human blood. Thus, IFX-1 leaves the formation of the membrane attack complex (C5b-9) intact as an important defense mechanism, which is not the case for molecules blocking the cleavage of C5. IFX-1 has been demonstrated to control the inflammatory response driven tissue and organ damage by specifically blocking C5a as a key “amplifier” of this response in pre-clinical studies. IFX-1 is believed to be the first monoclonal anti-C5a antibody introduced into clinical development. Approximately 300 people have been treated with IFX-1 in clinical trials, and the antibody has been shown to be well tolerated. IFX-1 is currently being developed for various indications, including Hidradenitis Suppurativa, ANCA-associated vasculitis, Pyoderma Gangraenosum and COVID-19 pneumonia.
 
About InflaRx N.V.:
 
InflaRx (Nasdaq: IFRX) is a clinical-stage biopharmaceutical company focused on applying its proprietary anti-C5a technology to discover and develop first-in-class, potent and specific inhibitors of C5a. Complement C5a is a powerful inflammatory mediator involved in the progression of a wide variety of autoimmune and other inflammatory diseases. InflaRx was founded in 2007, and the group has offices and subsidiaries in Jena and Munich, Germany, as well as Ann Arbor, MI, USA. For further information please visit www.inflarx.com.
 
Contacts:
 
InflaRx N.V.
 
Jordan Zwick – Global Head of Business Development & Corporate Strategy
Email: jordan.zwick[at]inflarx.de
Tel: +1 917-338-6523
 
MC Services AG

Katja Arnold, Laurie Doyle, Andreas Jungfer
Email: inflarx[at]mc-services.eu
Europe: +49 89-210 2280
US: +1-339-832-0752
 


FORWARD-LOOKING STATEMENTS
 
This press release contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements, which are often indicated by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “believe,” “estimate,” “predict,” “potential” or “continue” and similar expressions. Forward-looking statements appear in a number of places throughout this release and may include statements regarding our intentions, beliefs, projections, outlook, analyses and current expectations concerning, among other things, our ongoing and planned preclinical development and clinical trials; the impact of the COVID-19 pandemic on the Company; the timing and our ability to commence and conduct clinical trials; potential results from current or potential future collaborations; our ability to make regulatory filings, obtain positive guidance from regulators, and obtain and maintain regulatory approvals for our product candidates; our intellectual property position; our ability to develop commercial functions; expectations regarding clinical trial data; our results of operations, cash needs, financial condition, liquidity, prospects, future transactions, growth and strategies; the industry in which we operate; the trends that may affect the industry or us and the risks uncertainties and other factors described under the heading “Risk Factors” in InflaRx’s periodic filings with the Securities and Exchange Commission. These statements speak only as of the date of this press release and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements, and we assume no obligation to update these forward-looking statements, even if new information becomes available in the future, except as required by law.