Exhibit 99.1

INFLARX N.V.

UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS – JUNE 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

Index to unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025

Unaudited condensed consolidated statements of operations and comprehensive loss for the	F-3
Unaudited condensed consolidated statements of financial position	F-4
Unaudited condensed consolidated statements of changes in shareholders’ equity for the	F-5
Unaudited condensed consolidated statements of cash flows for the six months ended June 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. Other 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 six months ended June 30, 2025 and 2024

			For the three months ended June 30,						For the six months ended June 30,
	Note		2025 (unaudited)			2024 (unaudited)			2025 (unaudited)			2024 (unaudited)
			(in €, except for share data)

Revenues		2		39,432			6,357			39,432			42,394
Cost of sales		3		(2,399,583	)		(348,153	)		(2,408,874	)		(568,674	)
Gross profit (loss)				(2,360,151	)		(341,796	)		(2,369,442	)		(526,280	)
Sales and marketing expenses		4		(1,013,347	)		(1,828,628	)		(2,471,326	)		(3,288,167	)
Research and development expenses		5		(7,202,942	)		(10,016,870	)		(14,219,279	)		(17,318,680	)
General and administrative expenses		6		(3,279,485	)		(3,226,098	)		(8,342,090	)		(6,805,249	)
Other income		7		937,938			16,730			1,479,035			53,023
Other expenses				—			—			(26	)		—
Operating result				(12,917,988	)		(15,396,663	)		(25,923,127	)		(27,885,353	)
Finance income		8		522,221			848,243			1,015,985			1,754,148
Finance expenses		8		(3,355	)		(8,732	)		(7,441	)		(10,844	)
Foreign exchange result		8		(2,869,983	)		711,411			(4,778,812	)		2,535,787
Other financial result		8		852,834			—			6,963,097			103,285
Income taxes				—			—			—			—
Income (loss) for the period				(14,416,271	)		(13,845,741	)		(22,730,298	)		(23,502,977	)
Other comprehensive income (loss) that may be reclassified to profit or loss in subsequent periods:
Exchange differences on translation of foreign currency				(113,604	)		28,374			(264,271	)		2,836
Total comprehensive income (loss)				(14,529,876	)		(13,817,367	)		(22,994,569	)		(23,500,141	)

Share information
Weighted average number of shares outstanding				67,747,130			58,883,272			65,542,269			58,883,272
Income (loss) per share (basic/diluted)				(0.21	)		(0.24	)		(0.35	)		(0.40	)

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 June 30, 2025 and December 31, 2024

	Note		June 30, 2025 (unaudited)			December 31, 2024
			(in €)
ASSETS
Non-current assets
Property and equipment				247,027			256,280
Right-of-use assets				559,286			758,368
Intangible assets				50,106			50,781
Other assets		10		177,716			204,233
Financial assets		12		6,235,346			3,092,290
Total non-current assets				7,269,480			4,361,952
Current assets
Inventories		9		5,038,415			6,897,666
Current other assets		10		5,519,954			5,103,402
Other assets from government grants and research allowance		10		5,863,947			5,081,772
Tax receivables		11		1,753,638			1,735,335
Financial assets		12		34,993,289			34,462,352
Cash and cash equivalents		14		13,003,450			18,375,979
Total current assets				66,172,692			71,656,505
TOTAL ASSETS				73,442,172			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				47,704,375			44,115,861
Accumulated deficit				(354,922,519	)		(332,192,221	)
Other components of equity				7,176,239			7,440,510
Total equity				57,044,365			61,416,039
Non-current liabilities
Lease liabilities				203,878			399,066
Other liabilities		13		36,877			36,877
Total non-current liabilities				240,755			435,943
Current liabilities
Trade and other payables		12		9,735,656			11,394,232
Lease liabilities				395,234			406,020
Employee benefits				1,114,635			2,064,678
Liabilities to warrant holders				4,549,915			—
Other liabilities		13		361,613			301,544
Total current liabilities				16,157,053			14,166,475
Total Liabilities				16,397,808			14,602,417
TOTAL EQUITY AND LIABILITIES				73,442,172			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 six months ended June 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				—		—		—			—		(22,730,298	)		—			(22,730,298	)
Exchange differences on translation of foreign currency				—		—		—			—		—			(264,271	)		(264,271	)
Total comprehensive loss				—		—		—			—		(22,730,298	)		(264,271	)		(22,994,569	)
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		—		—		—			3,588,514		—			—			3,588,514
Balance as of June 30, 2025				67,747,130		8,129,656		348,956,615			47,704,375		(354,922,519	)		7,176,239			57,044,365

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				—		—		—			—		(23,502,977	)		—			(23,502,977	)
Exchange differences on translation of foreign currency				—		—		—			—		0			2,836			2,836
Total comprehensive loss				—		—		—			—		(23,502,977	)		2,836			(23,500,141	)
Equity-settled share-based payments		16		—		—		—			3,073,814		—			—			3,073,814
Balance as of June 30, 2024				58,883,272		7,065,993		334,211,338			43,123,867		(309,630,796	)		7,385,002			82,155,403

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 six months ended June 30, 2025 and 2024

			For the six months ended June 30,
	Note		2025 (unaudited)			2024 (unaudited)
			(in €)
Operating activities
Loss for the period				(22,730,298	)		(23,502,977	)
Adjustments for:
Depreciation & amortization of property and equipment, right-of-use assets and intangible assets				228,801			262,932
Net finance income		8		(3,192,828	)		(4,382,376	)
Share-based payment expense		16		3,588,514			3,073,813
Net foreign exchange differences and other adjustments				1,518,421			(101,055	)
Changes in:
Other assets from government grants and research allowances				(782,175	)		—
Other assets and trade receivables		10		(408,339	)		1,189,849
Employee benefits				(950,043	)		(484,102	)
Other liabilities		13		60,068			(2,711,447	)
Trade and other payables		13		(1,658,576	)		(3,429,460	)
Inventories		9		1,859,251			1,723,566
Interest received		10		906,087			1,369,670
Interest paid				(7,652	)		(11,048	)
Net cash used in operating activities				(21,568,767	)		(27,002,634	)
Investing activities
Purchase of intangible assets, property and equipment				(25,673	)		(28,310	)
Purchase of current financial assets				(35,514,042	)		(23,254,210	)
Proceeds from the maturity of financial assets				28,288,912			56,221,278
Net cash from / (used in) investing activities				(7,250,803	)		32,938,758
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				(199,904	)		(193,053	)
Net cash from / (used in) financing activities				26,909,693			(193,053	)
Net increase/decrease in cash and cash equivalents				(1,909,878	)		5,743,071
Effect of exchange rate changes on cash and cash equivalents				(3,462,651	)		641,107
Cash and cash equivalents at beginning of period				18,375,979			12,767,943
Cash and cash equivalents at end of period		14		13,003,450			19,152,121

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

Summary of significant accounting policies and other disclosures

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.

Basis of preparation

These interim condensed consolidated financial statements for the six-month reporting period ended June 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. 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 August 6, 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

F-7

Revenues

	For the three months ended June 30,				For the six months ended June 30,
	2025 (unaudited)		2024 (unaudited)		2025 (unaudited)		2024 (unaudited)
			(in €)
Revenues		39,432		6,357		39,432		42,394
Total		39,432		6,357		39,432		42,394

For the three months ended June 30, 2025 and 2024, the Company realized revenues from product sales of GOHIBIC (vilobelimab) in the amount of €39 thousand and €6 thousand, respectively.

For the six months ended June 30, 2025 and 2024, the Company realized revenues from product sales of GOHIBIC (vilobelimab) in the amount of €39 thousand and €42 thousand, respectively.

Revenues reported are sales to end customers (hospitals). Sales to distributors do not constitute revenue for the Company under IFRS 15. All revenues are attributed to sales made in the United States.

Cost of sales

	For the three months ended June 30,				For the six months ended June 30,
	2025 (unaudited)		2024 (unaudited)		2025 (unaudited)		2024 (unaudited)
			(in €)
Cost of sales		2,399,583		348,153		2,408,874		568,674
Total		2,399,583		348,153		2,408,874		568,674

For the three months ended June 30, 2025 and 2024, the Company’s cost of sales amounted to €2.4 million and €0.3 million, respectively.

For the six months ended June 30, 2025 and 2024, the Company’s cost of sales amounted to €2.4 million and €0.6 million, respectively.

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.

Sales and marketing expenses

During the three months ended June 30, 2025, the Group incurred €1.0 million (2024: €1.8 million) of sales and marketing expenses in the United States. These expenses are mainly composed of €0.5 million (2024: €0.4 million) in marketing expenses for GOHIBIC (vilobelimab) and of €0.4 million (2024: €0.3 million) in personnel costs.

During the six months ended June 30, 2025, the Group incurred €2.5 million (2024: €3.3 million) of sales and marketing expenses in the United States. These expenses are mainly composed of €1.0 million (2024: €0.7 million) in personnel costs and €0.2 million (2024: €1.6 million) in external services for distribution and €0.6 million (2024: 0.5 million) in marketing expenses for GOHIBIC (vilobelimab).

Research and development expenses

During the three months ended June 30, 2025, the Group incurred €7.2 million (2024: €10.0 million) of research and development expenses. These expenses are mainly composed of €2.3 million (2024: €2.2 million) in personnel costs and €4.4 million (2024: €6.7 million) in external services for the Group’s research and development projects.

During the six months ended June 30, 2025, the Group incurred €14.2 million (2024: €17.3 million) of research and development expenses. These expenses are mainly composed of €5.0 million (2024: €4.7 million) in personnel costs and €8.4 million (2024: €10.9 million) in external services for the Group’s research and development projects.

F-8

General and administrative expenses

During the three months ended June 30, 2025, the Group incurred €3.3 million (2024: €3.2 million) of general and administration expenses. These expenses are mainly composed of €1.7 million (2024: €1.7 million) in personnel costs, €0.8 million (2024: €0.7 million) in legal, consulting and audit fees, €0.8 million (2024: €0.8 million) in other general and administrative expenses.

During the six months ended June 30, 2025, the Group incurred €8.3 million (2024: €6.8 million) of general and administration expenses. These expenses are mainly composed of €4.3 million (2024: €3.7 million) in personnel costs, €2.4 million (2024: €1.3 million) in legal, consulting and audit fees, €1.6 million (2024: €1.8 million) in other general and administrative expenses.

Other income

Other income for the three months ended June 30, 2025 amounted to €0.9 million (2024: €0.0 million), from earned research allowances attributable to eligible research and development expenses during the period.

Other income for the six months ended June 30, 2025 amounted to €1.5 million (2024: €0.0 million), from earned research allowance attributable to eligible research and development expenses during the period.

During the first six months ended June 30, 2024, the Group did not record other income from research allowances.

Net financial result

	For the three months ended June 30,						For the six months ended June 30,
	2025 (unaudited)			2024 (unaudited)			2025 (unaudited)			2024 (unaudited)
				(in €)

Interest income		522,221			848,243			1,015,985			1,754,148
Interest expenses		(323	)		(2,056	)		(766	)		25
Interest on lease liabilities		(3,032	)		(6,676	)		(6,675	)		(10,869	)
Financial result		518,866			839,511			1,008,544			1,743,304

Foreign exchange income		1,892,850			1,754,243			3,121,858			3,803,826
Foreign exchange expense		(4,762,833	)		(1,042,832	)		(7,900,671	)		(1,268,039	)
Foreign exchange result		(2,869,983	)		711,411			(4,778,812	)		2,535,787

Result of expected credit loss adjustment on marketable securities		—			—			—			103,285
Result from the revaluation of pre-funded warrants at fair value		852,834			—			6,963,097			—
Other financial result		852,834			—			6,963,097			103,285
Net financial result		(1,498,284	)		1,550,922			3,192,828			4,382,376

For the three months ended June 30, 2025, net financial result decreased by €3.0 million to a loss of €1.5 million from a gain of €1.6 million for the three months ended June 30, 2024. This decrease is mainly attributable to the foreign exchange result which decreased by €3.6 million. Foreign currency losses amounted to €2.9 million, of which €2.4 million resulted from the valuation of our U.S. dollar denominated securities holdings as of the reporting date. Financial result decreased by €0.3 million due to lower interest income on marketable securities, in each case, compared to the three months ended June 30,2024. Both effects are compensated by the fair value revaluation of pre-funded warrants issued in February 2025 in the amount of €0.9 million.

F-9

For the six months ended June 30, 2025, net financial result decreased by €1.2 million to a gain of €3.2 million in the six months ended June 30, 2025 from a gain of €4.4 million in the six months ended June 30, 2024. This decrease is mainly attributable to the decrease of the foreign exchange result by €7.3 million. Foreign currency losses amounted to €4.8 million, of which €3.6 million resulted from the valuation of our U.S. dollar denominated securities holdings as of the reporting date. Finance result decreased by €0.7 million due to lower interest income on marketable securities. Both effects are partially compensated by by a gain of €7.0 million from the fair value revaluation of pre-funded warrants, issued in February 2025.

Inventory

	As of June 30, 2025 (unaudited)		As of December 31, 2024
	(in €)

Raw material and supplies		82,090		82,087
Unfinished goods		4,902,547		6,758,952
Finished goods		53,778		56,627
Total		5,038,415		6,897,666

As of June 30, 2025, inventory amounted to €5.0 million, which represents a decrease of €1.9 million compared to December 31,2024. In the first six months ended June 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 June 30, 2025 (unaudited)		As of December 31, 2024
	(in €)
Non-current other assets
Prepaid expenses		177,716		204,233
Total		177,716		204,233
Current other assets
Prepayments on research & development projects		4,621,049		4,628,878
Prepaid expenses		895,063		354,948
Others		3,842		119,576
Total		5,519,954		5,103,402
Total other assets		5,697,669		5,307,635

Other assets from research allowances
Current other assets from research allowances		5,863,947		5,081,772
Other assets from research allowances		5,863,947		5,081,772

F-10

As of June 30, 2025, prepayments on research and development projects amounted to €4.6 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 June 30, 2025, other assets from research allowances were €5.9 million compared to €5.1 million as of December 31, 2024, which represent reimbursements the Company qualifies for under the German Research Allowance Act. The increase is due to additional receivables recognized for eligible expenses incurred in the six months ended June 30, 2025 in the amount of €1.5 million and a payment received for the year 2020 in the amount of €0.7 million.

11.

Tax receivables

As of June 30, 2025, tax receivables amounted to €1.8 million (VAT: €0.2 million, income tax receivables: €1.5 million) compared to €1.8 million (VAT: €0.5 million, income tax receivables: €1.3 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 June 30, 2025 and December 31, 2024:

	As of June 30, 2025 (unaudited)		As of December 31, 2024
	(in €)
Financial assets at amortized cost
Non-current financial assets		6,235,346		3,092,290
thereof marketable securities		5,997,963		2,854,405
Current financial assets		34,993,289		34,462,352
thereof marketable securities		34,665,371		33,969,390
Financial liabilities at amortized cost
Trade and other payables		9,946,234		11,549,150
Financial liabilities at fair value
Non-current liabilities to shareholders		4,549,915		—

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 June 30, 2025, the fair value of the warrants amounted to €4.5 million.

As of June 30, 2025, the fair value of current and non-current financial assets (primarily quoted debt securities) amounted to €40.4 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 June 30, 2025, current and non-current financial assets increased by €3.7 million to €41.2 million compared to €37.6 million of December 31, 2025. 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 June 30, 2025, trade and other payables decreased by €1.6 million to €9.9 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.

Other liabilities

	As of June 30, 2025 (unaudited)		As of December 31, 2024
	(in €)

Accrued liabilities from R&D projects		6,050,837		6,609,925
Accrued liabilities from commercial activities		109,000		69,250
Accounts payable		1,986,096		3,413,064
Other accrued liabilities and payables		1,951,336		1,603,538
Total		10,097,269		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 June 30, 2025 (unaudited)		As of December 31, 2024
	(in €)
Short-term deposits
Deposits held in U.S. dollars		6,480,429		13,408,478
Deposits held in euros		2,590,000		700,000
Total		9,070,429		14,108,478
Cash at banks
Cash held in U.S. dollars		2,925,967		2,805,655
Cash held in euros		1,007,055		1,461,847
Total		3,933,022		4,267,501
Total cash and cash equivalents		13,003,450		18,375,979

As of June 30, 2025, cash and cash equivalents decreased by €5.4 million to €13.0 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 six months ended June 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.

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16.

Share-based payments

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 six months ended June 30		—		—
Outstanding as of June 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 six months ended June 30		—		—
Outstanding as of June 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 six months ended June 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 six months ended June 30,		2,452,000			2,275,000
Exercised during the six months ended June 30,		—			—
Forfeited during the six months ended June 30,		(110,500	)		(7,000	)
Outstanding as of June 30,		11,246,946			8,852,946
thereof vested / exercisable		9,375,196			6,588,696

The key information and assumptions related to share options granted during the six months ended June 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 (interpolated, 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 six months ended June 30, 2025 (ended June 30, 2024: 2,275,000), 1,700,000 options (June 30, 2024: 1,615,000) were granted to members of the executive management or Board of Directors.

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Expected dividends are nil for all share options listed above.

Share-based payment expense recognized

For the three months ended June 30, 2025, the Company has recognized €1.1 million (2024: €1.2 million) of share-based payment expense in the statements of operations and comprehensive loss.

For the six months ended June 30, 2025, the Company has recognized €3.6 million (2024: €3.1 million) of share-based payment expense in the statements of operations and comprehensive loss including €356 thousand (ended June 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.

Share options exercised

During the six months ended June 30, 2025, no shares (2024: nil) were issued upon the exercise of share options, resulting in no proceeds to the Company (ended June 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 June 30, 2025, the Company expensed €15 thousand (2024: €12 thousand) of ongoing costs to reimburse expenses incurred by the protective foundation.

During the six months ended June 30, 2025, the Company expensed €30 thousand (2024: €25 thousand) of ongoing costs to reimburse expenses incurred by the protective foundation.

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