Exhibit 99.1
 
 
INFLARX N.V.
 
UNAUDITED CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS – March 31, 2026
 
These unaudited condensed financial statements are consolidated financial statements for the group consisting of InflaRx N.V. and its wholly-owned subsidiaries InflaRx GmbH, Jena, Germany, and InflaRx Pharmaceuticals Inc., Ann Arbor, Michigan, United States (together, the “Group”). The financial statements are presented in euros (€).
 
InflaRx N.V. is a company limited by shares, incorporated and domiciled in Amsterdam, The Netherlands.
Its registered office and principal place of business is in Germany, 07745 Jena, Winzerlaer Str. 2
 
F-1
Index to unaudited condensed consolidated financial statements
for the three months ended March 31, 2026
 
Unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025
 F-3
Unaudited condensed consolidated statements of financial position as of March 31, 2026 and December 31, 2025
 F-4
Unaudited condensed consolidated statements of changes in shareholders’ equity for the three months ended March 31, 2026 and 2025
 F-5
Unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025
 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-8
  7.
  
Other income
 F-8
  8.
  
Net financial result
 F-9
  9.
  
Inventory
 F-9
  10.
  
Other assets
 F-9
  11.
  
Tax receivables
 F-10
  12.
  
Financial assets and financial liabilities
 F-10
  13.
  
Trade payables and other accrued liabilities
 F-11
  14.
  
Cash and cash equivalents
 F-11
  15.
  
Equity
 F-11
  16.
  
Share-based payments
 F-12
    a)
Equity settled share-based payment arrangements
 F-12
    b)
Share-based payment expense recognized
 F-13
    c)
Share options exercised
 F-13
  17.
Protective foundation
 F-13
  18.
Subsequent events
 F-13

F-2
InflaRx N.V. and subsidiaries
 
Unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025
 
         
For the three months
ended March 31,
  
   
Note
    
2026
(unaudited)
    
2025
(unaudited)
  
         
(in €, except for share data)
  
                   
Revenues
    
2
      
—
      
—
  
Cost of sales
    
3
      
—
      
(9,291
)
Gross profit (loss)
            
—
      
(9,291
)
Sales and marketing expenses
    
4
      
(108,072
)
    
(1,457,978
)
Research and development expenses
    
5
      
(4,170,546
)
    
(7,016,336
)
General and administrative expenses
    
6
      
(3,177,444
)
    
(5,062,605
)
Other income
    
7
      
247,978
      
541,098
  
Other expenses
            
(66
)
    
(26
)
Operating result
            
(7,208,150
)
    
(13,005,139
)
Finance income
    
8
      
334,768
      
493,764
  
Finance expenses
    
8
      
(14,809
)
    
(4,086
)
Foreign exchange result
    
8
      
492,382
      
(1,908,829
)
Other financial result
    
8
      
803,160
      
6,110,264
  
Income taxes
            
—
      
—
  
Income (loss) for the period
            
(5,592,649
)
    
(8,314,027
)
Other comprehensive income (loss) that may be reclassified to profit or loss in subsequent periods:
                        
Exchange differences on translation of foreign currency
            
(15,026
)
    
(150,667
)
Total comprehensive income (loss)
            
(5,607,675
)
    
(8,464,694
)
                         
Share information
                        
Weighted average number of shares outstanding
            
72,292,859
      
63,312,911
  
Income (loss) per share (basic/diluted)
            
(0.08
)
    
(0.13
)
 
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 March 31, 2026 and December 31, 2025
 
   
Note
    
March 31, 2026
(unaudited)
    
December 31, 2025
  
         
(in €)
  
ASSETS
                  
Non-current assets
                  
Property and equipment
          
278,775
      
289,317
  
Right-of-use assets
          
791,173
      
861,667
  
Intangible assets
          
45,597
      
42,255
  
Other assets
    
10
      
139,192
      
151,198
  
Financial assets
    
12
      
237,459
      
237,373
  
Total non-current assets
            
1,492,196
      
1,581,810
  
Current assets
                        
Current other assets
    
10
      
3,213,773
      
3,261,038
  
Other assets from government grants and research allowance
    
10
      
2,732,817
      
2,487,763
  
Tax receivables
    
11
      
1,650,338
      
1,428,428
  
Financial assets
    
12
      
24,806,894
      
30,435,088
  
Cash and cash equivalents
    
14
      
14,993,792
      
16,022,171
  
Total current assets
            
47,397,615
      
53,634,487
  
TOTAL ASSETS
            
48,889,811
      
55,216,297
  
                         
EQUITY AND LIABILITIES
                        
Equity
                        
Issued capital
    
15
      
8,675,143
      
8,675,143
  
Share premium
            
354,975,760
      
354,975,760
  
Other capital reserves
            
49,501,597
      
48,560,500
  
Accumulated deficit
            
(383,418,650
)
    
(377,826,001
)
Other components of equity
            
7,156,353
      
7,171,379
  
Total equity
            
36,890,203
      
41,556,781
  
Non-current liabilities
                        
Lease liabilities
            
571,737
      
640,973
  
Other liabilities
    
13
      
36,877
      
36,877
  
Total non-current liabilities
            
608,614
      
677,850
  
Current liabilities
                        
Trade and other payables
    
12
      
4,845,138
      
5,399,383
  
Lease liabilities
            
251,291
      
256,943
  
Employee benefits
            
655,974
      
1,164,259
  
Liabilities to warrant holders
            
5,250,652
      
5,802,128
  
Other liabilities
    
13
      
387,938
      
358,954
  
Total current liabilities
            
11,390,994
      
12,981,666
  
Total Liabilities
            
11,999,608
      
13,659,516
  
TOTAL EQUITY AND LIABILITIES
            
48,889,811
      
55,216,297
  

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 three months ended March 31, 2026 and 2025
 
(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, 2026
          
72,292,859
      
8,675,143
      
354,975,760
      
48,560,500
      
(377,826,001
)
    
7,171,379
      
41,556,781
  
Loss for the period
          
—
      
—
      
—
      
—
      
(5,592,649
)
    
—
      
(5,592,649
)
Exchange differences on
translation of foreign currency
          
—
      
—
      
—
      
—
      
—
      
(15,026
)
    
(15,026
)
Total comprehensive loss
          
—
      
—
      
—
      
—
      
(5,592,649
)
    
(15,026
)
    
(5,607,675
)
Equity-settled share-based payments
    
16
      
—
      
—
      
—
      
941,097
      
—
      
—
      
941,097
  
Balance as of March 31, 2026
            
72,292,859
      
8,675,143
      
354,975,760
      
49,501,597
      
(383,418,650
)
    
7,156,353
      
36,890,203
  
 
                                                                
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
            
—
      
—
      
—
      
—
      
(8,314,027
)
    
—
      
(8,314,027
)
Exchange differences on
translation of foreign currency
            
—
      
—
      
—
      
—
      
—
      
(150,667
)
    
(150,667
)
Total comprehensive loss
            
—
      
—
      
—
      
—
      
(8,314,027
)
    
(150,667
)
    
(8,464,694
)
Issuance of common shares
            
8,395,420
      
1,007,450
      
15,136,235
      
—
      
—
      
—
      
16,143,687
  
Transaction costs
            
—
      
—
      
(1,109,330
)
    
—
      
—
      
—
      
(1,109,330
)
Equity-settled share-based payments
    
16
      
—
      
—
      
—
      
2,480,006
      
—
      
—
      
2,480,006
  
Balance as of March 31, 2025
            
67,747,130
      
8,129,656
      
348,956,590
      
46,595,867
      
(340,506,248
)
    
7,289,843
      
70,465,708
  
*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 three months ended March 31, 2026 and 2025
 
         
For the three months
ended March 31,
  
   
Note
    
2026
(unaudited)
    
2025
(unaudited)
  
         
(in €)
  
Operating activities
                  
Loss for the period
          
(5,592,649
)
    
(8,314,027
)
Adjustments for:
                      
Depreciation & amortization of property and equipment, right-of-use assets and intangible assets
          
87,182
      
113,801
  
Net finance income
    
8
      
(1,615,501
)
    
(4,691,112
)
Share-based payment expense
    
16
      
941,097
      
2,480,006
  
Net foreign exchange differences and other adjustments
            
(74,236
)
    
972,608
  
Changes in:
                        
Other assets from government grants and research allowances
            
(245,055
)
    
(532,860
)
Other assets and trade receivables
    
10
      
(162,639
)
    
(389,188
)
Employee benefits
            
(508,285
)
    
(1,350,189
)
Other liabilities
    
13
      
28,984
      
46,295
  
Trade and other payables
    
13
      
(554,245
)
    
(3,027,828
)
Inventories
    
9
      
—
      
2,295
  
Interest received
    
10
      
318,130
      
678,717
  
Interest paid
            
(15,130
)
    
(4,191
)
Net cash used in operating activities
            
(7,392,345
)
    
(14,015,672
)
Investing activities
                        
Purchase of intangible assets, property and equipment
            
(9,467
)
    
(10,446
)
Purchase of current and non-current financial assets
            
(2,115,712
)
    
—
  
Proceeds from sale of current financial assets
            
8,263,658
      
17,666,078
  
Net cash from / (used in) investing activities
            
6,138,480
      
17,655,632
  
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
            
(74,690
)
    
(100,097
)
Net cash from / (used in) financing activities
            
(74,690
)
    
27,009,500
  
Net increase/decrease in cash and cash equivalents
            
(1,328,555
)
    
30,649,459
  
Effect of exchange rate changes on cash and cash equivalents
            
300,176
      
(1,738,808
)
Cash and cash equivalents at beginning of period
            
16,022,171
      
18,375,979
  
Cash and cash equivalents at end of period
    
14
      
14,993,792
      
47,286,630
  

The accompanying notes are an integral part of these condensed consolidated financial statements.
 
F-6
InflaRx N.V. and subsidiaries
 
Notes to the unaudited condensed consolidated financial statements
 

 1.
Summary of significant accounting policies and other disclosures
 

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

 b)
Basis of preparation
 
These interim condensed consolidated financial statements for the three-month periods ended March 31, 2026, and 2025 have been prepared in accordance with IAS 34 Interim Financial Reporting. These condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements. The condensed consolidated financial statements require management to make judgments, estimates and assumptions which are the same as at year end. Estimates and underlying assumptions are reviewed on an ongoing basis. Accordingly, this report is to be read in conjunction with the financial statements in the Company’s annual report for the year ended December 31, 2025 on Form 20–F.
 
These consolidated financial statements have been prepared on the basis that the group will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of the business. The Group expects to incur operating losses for the foreseeable future due to, among other things, costs related to the continued advancement of its clinical programs and the operation of its administrative organization. As a result, a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern and, therefore, the Group may be unable to realize its assets and discharge its liabilities in the normal course of business. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements in the Company’s annual report for the year ended December 31, 2025 on Form 20–F.
 
The Group’s primary sources of funds are proceeds from the sale of its shares including the initial public offering, following offerings and government grants.
 
The interim condensed consolidated financial statements were authorized for issue by the board of directors of the Company (the “Board of Directors”) on May 6, 2026.
 
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, 2025, except for the adoption of new standards effective as of January 1, 2026, 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, 2026, 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
 
F-7
The following standards issued will be adopted in a future period, and the potential impact, if any, they will have on the Group’s consolidated financial statements is being assessed:
 

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

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

 •
IFRS 18 Presentation and Disclosure in Financial Statements
 

 •
Annual Improvements Volume 11
 
On January 8, 2026, InflaRx announced a restructuring and a change in strategy, focusing future resource allocation predominantly towards further clinical development of izicopan. As part of this strategy, a significant reduction of its workforce was announced, predominantly in areas which were supporting commercialization and late-stage development of vilobelimab. These measures, including write-down of product inventory and one-time restructuring cost already reflected in the 2025 financial statements and additional one-time restructuring costs of €0.6 million in the three months ended March 31, 2026, once successfully implemented, are expected to reduce the future cost structure of the Company.
 

 2.
Revenues
 
For both the three months ended March 31, 2026 and the three months ended March 31, 2025, the Company did not generate any revenue. For 2026, this is attributable to the Company’s discontinuation of GOHIBIC (vilobelimab) sales activities in the United States in December 2025.
 

 3.
Cost of sales
 
During the three months ended March 31, 2026, the Group incurred €0.0 thousand (2025: €9.3 thousand) of cost of sales. The fact that no cost of sales were incurred in the three months ended March 31, 2026 is attributable to the discontinuation of our sales activities in December 2025.
 

 4.
Sales and marketing expenses
 
During the three months ended March 31, 2026, the Group incurred €0.1 million (2025: €1.5 million) of sales and marketing expenses in the United States. This decrease of €1.4 million is attributable to the discontinuation of sales activities at the end of 2025. The expenses of €0.1 million during the three months ended March 31, 2026 relate to processing costs associated with closing down sales operations.
 

 5.
Research and development expenses
 
During the three months ended March 31, 2026, the Group incurred €4.2 million (2025: €7.0 million) of research and development expenses. These expenses are mainly composed of €2.0 million (2025: €2.7 million) in personnel costs due to lower share-based payment expense and €1.9 million (2025: €4.0 million) in external services for the Group’s research and development projects. Restructuring expenses in the amount of €0.4 million incurred during the three months ended March 31, 2026 for employee-related expenses.
 

 6.
General and administrative expenses
 
During the three months ended March 31, 2026, the Group incurred €3.2 million (2025: €5.1 million) of general and administrative expenses. These expenses are mainly composed of €1.8 million (2025: €2.6 million) in personnel costs due to lower share-based payment expense, €0.6 million (2025: €1.0 million) in legal, consulting and audit fees, €0.8 million (2025: €1.5 million) in other general and administrative expenses. Restructuring expenses in the amount of €0.2 million were incurred during the three months ended March 31, 2026 for employee-related expenses.
 

 7.
Other income
 
Other income for the three months ended March 31, 2026 amounted to €0.2 million (2025: €0.5 million) and primarily relates to research allowances recognized in connection with eligible research and development expenditures incurred during the period.
 
F-8

 8.
Net financial result
 
   
For the three months
ended March 31,
  
   
2026
(unaudited)
    
2025
(unaudited)
  
         
(in €)
  
             
Interest income
    
334,768
      
493,764
  
Interest expenses
    
—
      
(443
)
Interest on lease liabilities
    
(14,809
)
    
(3,643
)
Financial result
    
319,959
      
489,678
  
                 
Foreign exchange income
    
764,782
      
1,229,009
  
Foreign exchange expense
    
(272,400
)
    
(3,137,838
)
Foreign exchange result
    
492,382
      
(1,908,829
)
                 
Result of expected credit loss adjustment on marketable securities
    
—
      
—
  
Result from the revaluation of pre-funded warrants at fair value
    
803,160
      
6,110,264
  
Other financial result
    
803,160
      
6,110,264
  
Net financial result
    
1,615,501
      
4,691,112
  

For the three months ended March 31, 2026, the net financial result decreased by €3.1 million to a gain of €1.6 million, compared with a gain of €4.7 million for the three months ended March 31, 2025. The decrease is mainly attributable to a €5.3 million lower fair value adjustment of pre-funded warrants issued in February 2025, partially offset by a €2.4 million improvement in foreign exchange results due to a short-term weakening of the U.S. dollar.
 

 9.
Inventory
 
As of March 31, 2026 and December 31, 2025, inventory amounted to €0.0 million. As part of its strategic refocusing, the Group discontinued GOHIBIC (vilobelimab) commercial activities and related functions in the United States. Due to this discontinuation, inventory has been fully written down.
 

 10.
Other assets
 
   
As of
March 31, 2026
(unaudited)
    
As of
December 31, 2025
  
   
(in €)
  
Non-current other assets
            
Prepaid expenses
    
139,192
      
151,198
  
Total non-current other assets
    
139,192
      
151,198
  
Current other assets
                
Prepayments on research & development projects
    
2,252,867
      
2,222,380
  
Prepaid expenses
    
788,585
      
923,832
  
Others
    
172,321
      
114,826
  
Total current other assets
    
3,213,773
      
3,261,038
  
Other assets from research allowances
                
Current other assets from research allowances
    
2,732,817
      
2,487,763
  
Total other assets from research allowances
    
2,732,817
      
2,487,763
  
Total other assets
    
6,085,783
      
5,899,999
  

F-9
As of March 31, 2026, prepayments on research and development projects amounted to €2.3 million compared to €2.2 million as of December 31, 2025, and consist of prepayments on CRO contracts.
 
Prepaid expenses consist mainly of prepaid D&O insurance expense for the year 2026, which will be recognized into general and administrative expenses pro rata over the year.
 
As of March 31, 2026, other assets from research allowances were €2.7 million compared to  €2.5 million as of December 31, 2025, which represent reimbursements the Company qualifies for under the German Research Allowance Act (government grant). The increase is due to additional receivables recognized for eligible expenses incurred in the three months ended March 31, 2026 in the amount of €0.2 million.
 

 11.
Tax receivables
 
As of March 31, 2026, tax receivables amounted to €1.7 million (VAT: €0.5 million, income tax receivables: €1.2 million) compared to €1.4 million (VAT: €0.3 million, income tax receivables: €1.1 million) as of December 31, 2025.
 

 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 March 31, 2026 and December 31, 2025:
 
   
As of
March 31, 2026
(unaudited)
    
As of
December 31, 2025
  
   
(in €)
  
Financial assets at amortized cost
            
Non-current financial assets
    
237,459
      
237,373
  
Thereof marketable securities
    
—
      
—
  
Current financial assets
    
24,806,894
      
30,435,088
  
Thereof marketable securities
    
24,690,348
      
30,211,169
  
Financial liabilities at amortized cost
                
Trade and other payables
    
5,057,588
      
5,608,204
  
Financial liabilities at fair value
                
Current liabilities to shareholders
    
5,250,652
      
5,802,128
  
 
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 March 31, 2026, the fair value of the warrants amounted to €5.3 million (Level 1).
 
As of March 31, 2026, the fair value of current and non-current financial assets (primarily quoted debt securities) amounted to €25.0 million (as of December 31, 2025: €33.5 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 March 31, 2026, current and non-current financial assets decreased by €5.6 million to  €25.0 million compared to  €30.7 million of December 31, 2025. The decrease is mainly due to the financing of day-to-day operations. As of March 31, 2026, trade and other payables decreased by €0.6 million to €5.1 million compared to €5.6 million as of December 31, 2025. As of December 31, 2025 the Company temporarily had higher trade payables from CROs.
 
F-10

 13.
Trade payables and other accrued liabilities
 
   
As of
March 31, 2026
(unaudited)
    
As of
December 31, 2025
  
   
(in €)
  
             
Accrued liabilities from R&D projects
    
3,375,492
      
3,424,362
  
Accrued liabilities from commercial activities
    
—
      
8,000
  
Accounts payable
    
366,679
      
972,383
  
Other accrued liabilities and payables
    
1,490,905
      
1,353,593
  
Total
    
5,233,077
      
5,758,338
  

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
March 31, 2026
(unaudited)
    
As of
December 31, 2025
  
   
(in €)
  
Short-term deposits
            
Deposits held in U.S. dollars
    
1,574,317
      
7,510,452
  
Deposits held in euros
    
6,620,000
      
7,235,080
  
Total
    
8,194,317
      
14,745,532
  
Cash at banks
                
Cash held in U.S. dollars
    
6,094,726
      
843,915
  
Cash held in euros
    
704,749
      
432,724
  
Total
    
6,799,475
      
1,276,639
  
Total cash and cash equivalents
    
14,993,792
      
16,022,171
  

As of March 31, 2026, cash and cash equivalents decreased by €1.0 million to €15.0 million compared to €16.0 million as of December 31, 2025.
 

 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 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 to a sales agreement with Leerink Partners LLC, or the Sales Agreement.
 
We did not issue any ordinary shares under the 2023-Registration Statement in the first quarter of 2026.
 
In 2025, we issued 4,691,149 ordinary shares under the Sales Agreement, resulting in € 6.9 million ($8.0 million) in net proceeds. As of December 31, 2025 and March 31, 2026, the remaining value authorized for sale under the Sales Agreement amounted to $65.7 million.
 
In February 2025, the Company completed an underwritten public offering of 8,250,000 ordinary shares at a public offering price of $2.00 per ordinary share and, in lieu of ordinary shares to certain investors, pre-funded warrants to purchase 6,750,000 ordinary shares. The public offering price for each pre-funded warrant was equal to the price per share at which the ordinary shares were sold to the public, minus $0.001, which is the exercise price of each pre-funded warrant. The warrants are only exercisable by cashless exercise; the amount of ordinary shares to be received upon cashless exercise of such warrants is dependent on the Company’s market share price at the time of exercise. The net proceeds from the offering were €26.8 million ($28.0 million). The warrants have an indefinite expiration and are fully or partly exercisable at any time.
 
F-11

 16.
Share-based payments
 
  a)
Equity settled share-based payment arrangements
 
InflaRx GmbH granted options under the 2012 Stock Option Plan. Those InflaRx GmbH options were converted into options for ordinary shares of InflaRx N.V. at the time of its IPO in November 2017:
 
Number of share options
  
2026
    
2025
  
Outstanding as of January 1,
    
148,433
      
148,433
  
Exercised during the three months ended March 31,
    
—
      
—
  
Outstanding as of March 31,
    
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
  
2026
    
2025
  
Outstanding as of January 1,
    
888,632
      
888,632
  
Exercised during the three months ended March 31,
    
—
      
—
  
Outstanding as of March 31,
    
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. The total number of share options granted during the three months ended March 31, 2026 under the 2017 LTIP was as follows:
 
Number of share options
  
2026
    
2025
  
Outstanding as of January 1,
    
11,122,320
      
8,905,446
  
Granted during the three months ended March 31,
    
2,828,925
      
2,452,000
  
Expired during the three months ended March 31,
    
—
      
(98,876
)
Forfeited during the three months ended March 31,
    
(25,000
)
    
(136,250
)
Outstanding as of March 31,
    
13,926,245
      
11,122,320
  
thereof vested / exercisable
    
11,097,320
      
10,505,820
  
 
The key information and assumptions related to share options granted during the three months ended March 31, 2026 under the 2017 LTIP were as follows:
 
Share options granted
2026
  
Number
  
Fair
value
per
option
  
FX rate
as of
grant
date
  
Fair
value per
option
  
Share
price at
grant
date /
Exercise
price
  
Expected volatility
  
Expected
life
(midpoint based)
  
Risk-free
rate
(interpola
ted, U.S.
sovereign
strips
curve)
                                 
January 06
  
2,373,975
  
$0.930
  
0.8542
  
0.790 €
  
$1.17
  
1.02
  
5.50
  
3.772%
January 06
  
454,950
  
$0.796
  
0.8542
  
0.680 €
  
$1.17
  
1.02
  
5.49
  
3.771%
   
2,828,925
                            

F-12
Of the 2,828,925 options granted in the three months ended March 31, 2026 (ended March 31, 2025: 2,452,000), 2,136,450 options (March 31, 2025: 1,700,000) were granted to members of the executive management or Board of Directors. From these options 454,950 options were granted as performance options (March 31, 2025: 0). The awards are subject to two independent performance conditions, each covering 50% of the grant. The funding condition is a non-market condition valued using Black-Scholes, with expected vesting adjusted for probability. The share price condition is a market condition valued using a Monte Carlo simulation, with the probability embedded in fair value. Each tranche vests separately, with cliff vesting on December 31, 2026.
 
Expected dividends are nil for all share options listed above.
 

 b)
Share-based payment expense recognized
 
For the three months ended March 31, 2026, the Company has recognized €0.9 million of share-based payment expense in the 2026 statements of operations and comprehensive loss.
 
For the three months ended March 31, 2025, the Company has recognized €2.5 million of share-based payment expense in the statements of operations and comprehensive loss including €356 thousand for the extension of option for the eight-year option terms to ten years.
 
None of the share-based payment awards were dilutive in determining earnings per share due to the Group’s loss position.
 

 c)
Share options exercised
 
During the three months ended March 31, 2026, no shares (2025: nil) were issued upon the exercise of share options, resulting in no proceeds to the Company (ended March 31, 2025: 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 March 31, 2026, the Company expensed €11.0 thousand (2025: €15.0 thousand) of ongoing costs to reimburse expenses incurred by the protective foundation.
 

 18.
Subsequent events
 
There were no subsequent events requiring disclosure through May 6, 2026, the date these interim condensed consolidated financial statements were authorized for issue.
 

 F-13