Exhibit 99.1
 
INFLARX N.V.
 
UNAUDITED CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS – September 30, 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 nine months ended September 30,  2026
 
  
Unaudited condensed consolidated statements of operations and comprehensive loss for the three months and nine months ended September 30, 2026 and 2025 F-3
Unaudited condensed consolidated statements of financial position as of September 30, 2026 and December 31, 2025 F-4
Unaudited condensed consolidated statements of changes in shareholders’ equity for the three months and nine months ended September 30, 2026 and 2025 F-5
Unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 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-9
  8.   Net financial result F-9
  9.   Other assets F-10
  10.   Tax receivables F-10
  11.   Financial assets and financial liabilities F-10
  12.   Trade payables and other accrued liabilities F-11
  13.   Cash and cash equivalents F-11
  14.   Equity F-12
  15.   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-14
  16.   Protective foundation F-14
 
F-2
 
InflaRx N.V. and subsidiaries
 
Unaudited condensed consolidated statements of operations and comprehensive loss for the three months and nine months ended September 30, 2026 and 2025
 
                          
      

For the three months
ended September 30,
 

For the nine months
ended September 30,
 
    
Note
   
2026
(unaudited)
   
2025
(unaudited)
   
2026
(unaudited)
   
2025
(unaudited)
 
      
(in €, except for share data)
                          
Revenues
  2     —     23,830     —     63,262 
Cost of sales
  3     —     (333)     —     (2,409,207) 
Gross profit (loss)
       —    23,497    —    (2,345,945) 
Sales and marketing expenses
  4    (135,707)    (1,169,529)    (273,954)    (3,640,855) 
Research and development expenses
  5    (3,034,930)    (6,240,825)    (11,944,601)    (20,460,104) 
General and administrative expenses
  6    (2,638,246)    (2,618,844)    (8,364,009)    (10,960,934) 
Other income
  7    266,618    537,093    781,170    2,016,128 
Other expenses
       (897)    (8,397)    (963)    (8,423) 
Operating result
       (5,543,162)    (9,477,004)    (19,802,357)    (35,400,131) 
Finance income
  8    1,155,735    438,134    2,261,164    1,454,119 
Finance expenses
  8    (14,117)    (14,359)    (43,569)    (21,800) 
Foreign exchange result
  8    (649,101)    (21,127)    3,402,199    (4,799,940) 
Other financial result
  8    2,610,684    (3,174,451)    (4,498,530)    3,788,647 
Income taxes
        —     (12,282)     —     (12,282) 
Income (loss) for the period
       (2,439,960)    (12,261,089)    (18,681,093)    (34,991,387) 
Other comprehensive income (loss) that may be reclassified to profit or loss in subsequent periods:
                        
Exchange differences on translation of foreign currency
       (19,131)    (12,340)    (53,432)    (276,611) 
Total comprehensive income (loss)
       (2,459,091)    (12,273,429)    (18,734,525)    (35,267,998) 
                          
Share information
                        
Weighted average number of shares outstanding
       147,368,221    67,747,130    112,716,674    66,285,299 
Income (loss) per share (basic/diluted)
       (0.02)    (0.18)    (0.17)    (0.53) 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
F-3
 
InflaRx N.V. and subsidiaries
 
Unaudited condensed consolidated statements of financial position as of September 30, 2026 and December 31, 2025
 
             
    
Note
   
September 30, 2026
(unaudited)
   
December 31,
2025
 
      
(in €)
ASSETS
              
Non-current assets
              
Property and equipment
       261,910    289,317 
Right-of-use assets
       777,433    861,667 
Intangible assets
       121,408    42,255 
Other assets
  9    113,211    151,198 
Financial assets
  11    39,057,594    237,373 
Total non-current assets
       40,331,556    1,581,810 
Current assets
              
Current other assets
  9    1,198,543    3,261,038 
Other assets from government grants and research allowance
  9    3,260,040    2,487,763 
Tax receivables
  10    1,124,899    1,428,428 
Financial assets
  11    34,058,998    30,435,088 
Cash and cash equivalents
  13    81,344,593    16,022,171 
Total current assets
       120,987,074    53,634,487 
TOTAL ASSETS
       161,318,630    55,216,297 
                
EQUITY AND LIABILITIES
              
Equity
              
Issued capital
  14    17,684,187    8,675,143 
Share premium
       465,336,467    354,975,760 
Other capital reserves
       50,471,089    48,560,500 
Accumulated deficit
       (396,507,094)    (377,826,001) 
Other components of equity
       7,117,948    7,171,379 
Total equity
       144,102,596    41,556,781 
Non-current liabilities
              
Lease liabilities
       521,730    640,973 
Other liabilities
       36,877    36,877 
Total non-current liabilities
       558,607    677,850 
Current liabilities
              
Trade and other payables
  11,12     4,070,068    5,399,383 
Lease liabilities
       288,508    256,943 
Employee benefits
       1,302,524    1,164,259 
Liabilities to warrant holders
       10,700,132    5,802,128 
Other liabilities
  11,12     296,195    358,954 
Total current liabilities
       16,657,427    12,981,666 
Total Liabilities
       17,216,034    13,659,516 
TOTAL EQUITY AND LIABILITIES
       161,318,630    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 nine months ended September 30, 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
        —      —      —      —     (18,681,093)     —     (18,681,093) 
Exchange differences on translation of foreign currency
         —      —      —      —      —     (53,432)    (53,432) 
Total comprehensive loss
        —      —      —      —     (18,681,093)    (53,432)    (18,734,525) 
Issuance of ordinary shares
       75,000,000    9,000,000    118,442,651     —      —      —     127,442,651 
Transaction costs for ordinary shares
        —      —     (8,185,666)     —      —      —     (8,185,666) 
Equity-settled share-based payments
  15     —      —      —     1,910,589     —      —     1,910,589 
Share options exercised
       75,362    9,044    103,722     —      —      —     112,766 
Balance as of September 30, 2026
       147,368,221    17,684,187    465,336,467    50,471,089    (396,507,094)    7,117,948    144,102,596 
                                         
Balance as of January 1, 2025
       59,351,710    7,122,205    334,929,685    44,115,861    (332,192,221)    7,440,510    61,416,039 
Loss for the period
        —      —      —      —     (34,991,387)     —     (34,991,387) 
Exchange differences on
translation of foreign currency
         —      —      —      —      —     (276,611)    (276,611) 
Total comprehensive loss
        —      —      —      —     (34,991,387)    (276,611)    (35,267,998) 
Issuance of ordinary shares
       8,395,420    1,007,450    15,136,235     —      —      —     16,143,686 
Transaction costs
        —      —     (1,109,305)     —      —      —     (1,109,305) 
Equity-settled share-based payments
  15     —      —      —     4,184,393     —      —     4,184,393 
Balance as of September 30, 2025
       67,747,130    8,129,656    348,956,615    48,300,254    (367,183,608)    7,163,899    45,366,815 
 
*unaudited
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
F-5
 
InflaRx N.V. and subsidiaries
 
Unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2026 and 2025
 
                
      

For the nine months
ended September 30,
 
    
Note
   
2026
(unaudited)
   
2025
(unaudited)
 
      
(in €)
Operating activities
              
Loss for the period
      (18,681,093)   (34,991,387) 
Adjustments for:
              
Depreciation & amortization of property and equipment, right-of-use assets and intangible assets
       264,908    328,594 
Net finance income
 8    (1,121,264)    (421,026) 
Share-based payment expense
  15    1,910,589    4,184,393 
Net foreign exchange differences and other adjustments
       1,340,061    1,516,352 
Changes in:
              
Other assets from government grants and research allowances
       (772,277)    (1,317,389) 
Other assets and trade receivables
  9    2,404,011    (472,685) 
Employee benefits
       138,267    (555,677) 
Other liabilities
  12    (56,193)    40,059 
Trade and other payables
  12    (1,329,316)    (2,166,114) 
Inventories
        —     1,826,321 
Interest received
  8    1,951,302    1,436,554 
Interest paid
       (44,508)    (16,724) 
Net cash used in operating activities
       (13,995,513)    (30,608,728) 
Investing activities
              
Purchase of intangible assets, property and equipment
       (100,722)    (113,645) 
Purchase of current and non-current financial assets
       (74,567,687)    (46,100,315) 
Proceeds from sale of current financial assets
       32,870,690    41,567,040 
Net cash from / (used in) investing activities
       (41,797,719)    (4,646,921) 
Financing activities
              
Proceeds from issuance of ordinary shares
       127,442,651    16,143,686 
Proceeds from pre-funded warrants
        —     12,915,909 
Transaction costs from issuance of ordinary shares and pre-funded warrants
       (8,185,666)    (1,949,998) 
Proceeds from exercise of share options
       112,766     —  
Repayment of lease liabilities
       (218,715)    (284,857) 
Net cash from / (used in) financing activities
       119,151,036    26,824,740 
Net increase/decrease in cash and cash equivalents
       63,357,804    (8,430,908) 
Effect of exchange rate changes on cash and cash equivalents
       1,964,618    (3,496,954) 
Cash and cash equivalents at beginning of period
       16,022,171    18,375,979 
Cash and cash equivalents at end of period
  13    81,344,593    6,448,117 
 
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
 
d)
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 applying its proprietary anti-C5a/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.
 
e)
Basis of preparation
 
These interim condensed consolidated financial statements for the nine-month periods ended September 30, 2026 and 2025 have been prepared in accordance with IAS 34 Interim Financial Reporting. These condensed consolidated financial statements do not include all of the information and disclosures required in the annual financial statements. The condensed consolidated financial statements require management to make judgments, estimates and assumptions that 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.
 
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 November 2, 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 has 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 early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
 
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
 
The following standards issued will be adopted in a future period, and the potential impact, if any, they will have on the Group’s consolidated financial statements is being assessed:
 
●
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, Classification and Measurement of Financial Instruments
 
●
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, Contracts Referencing Nature-dependent Electricity
 
●
IFRS 18 Presentation and Disclosure in Financial Statements
 
●
Annual Improvements Volume 11
 
F-7
 
2.
Revenues
 
For the three and nine months ended September 30, 2026, the Company realized no revenues due to the discontinuation of sales activities of GOHIBIC (vilobelimab) in the United States.
 
For the three and nine months ended September 30, 2025, the Company recognized revenues from product sales of GOHIBIC (vilobelimab) in the amount of €23.8 thousand and €63.3 thousand, respectively.
 
3.
Cost of sales
 
During the three and nine months ended September 30, 2026, the Group did not incur any cost of sales.
 
For the three and nine months ended September 30, 2025, the Company’s cost of sales amounted to €0.3 thousand and €2.4 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.
 
4.
Sales and marketing expenses
 
During the three months ended September 30, 2026, the Group incurred €135.7 thousand of sales and marketing expenses in the United States. During the nine months ended September 30, 2026, the Group incurred €274.0 thousand of sales and marketing expenses in the United States.
 
During the three and nine months ended September 30, 2025, the Group incurred €1.2 million and €3.6 million of sales and marketing expenses in the United States, respectively.
 
This decrease is attributable to the discontinuation of sales activities of GOHIBIC (vilobelimab) in the United States at the end of 2025. Expenses for the three and nine months ended September 30, 2026 relate to costs incurred in winding down sales operations following the discontinuation of the sales efforts and FDA’s notice of termination of the Emergency Use Authorization (EUA) for GOHIBIC. The termination will become effective on July 1, 2027, twelve months after publication of the notice in the Federal Register, and its effects were already reflected in the results for the nine months ended September 30, 2026.
 
5.
Research and development expenses
 
During the three months ended September 30, 2026, the Group incurred €3.0 million (2025: €6.2 million) of research and development expenses. These expenses are mainly composed of €1.4 million (2025: €1.9 million) in personnel costs, which were lower during the three months ended September 30, 2026 compared to 2025 due to lower share-based payment expenses and €1.3 million (2025: €4.2 million) for the Group’s research and development projects.
 
During the nine months ended September 30, 2026 the Group incurred €11.9 million (2025: €20.5 million) of research and development expenses. These expenses are mainly composed of €5.3 million (2025: €6.9 million) in personnel costs, which were lower during the nine months ended September 30, 2026 compared to 2025 due to lower share-based payment expenses and significantly lower external service costs of €5.6 million (2025: €12.5 million) for the Group’s research and development projects.
 
6.
General and administrative expenses
 
During the three months ended September 30, 2026, the Group incurred €2.6 million (2025: €2.6 million) of general and administrative expenses. These expenses are mainly composed of €1.2 million (2025: €1.4 million) in personnel costs which were lower during the three months ended September 30, 2026 compared to 2025 due to lower share-based payment expenses, €0.8 million (2025: €0.3 million) in legal, consulting and audit fees, and €0.6 million (2025: €0.9 million) in other general and administrative expenses.
 
During the nine months ended September 30, 2026, the Group incurred €8.4 million (2025: €11.0 million) of general and administrative expenses. These expenses are mainly composed of €4.5 million (2025: €5.7 million) in personnel costs, which were lower during the nine months ended September 30, 2026 due to lower share-based payment expenses, €1.9 million (2025: €2.8 million) in legal, consulting and audit fees, and €2.1 million (2025: €2.5 million) in other general and administrative expenses.
 
F-8
 
7.
Other income
 
Other income for the three months ended September 30, 2026 amounted to €0.3 million (2025: €0.5 million). For the nine months ended September 30, 2026 other income amounted to €0.8 million (2025: €2.0 million), and primarily relates to research allowances recognized in connection with eligible research and development expenditures incurred during the period.
 
8.
Net financial result
 
                     
 

For the three months
ended September 30,
 

For the nine months
ended September 30,
 
   
2026
(unaudited)
   
2025
(unaudited)
   
2026
(unaudited)
   
2025
(unaudited)
 
      
(in €)
    
                     
Interest income
 1,155,735   438,134   2,261,164   1,454,119 
Interest expenses
   —     (493)    (105)    (1,260) 
Interest on lease liabilities
  (14,117)    (13,865)    (43,464)    (20,540) 
Financial result
  1,141,618    423,776    2,217,595    1,432,319 
                     
Foreign exchange income
  1,722,794    731,488    6,997,785    3,853,346 
Foreign exchange expense
  (2,371,895)    (752,615)    (3,595,585)    (8,653,287) 
Foreign exchange result
  (649,101)    (21,127)    3,402,199    (4,799,940) 
                     
Result from the revaluation of pre-funded warrants at fair value
  2,610,684    (3,174,451)    (4,498,530)    3,788,647 
Other financial result
  2,610,684    (3,174,451)    (4,498,530)    3,788,647 
Net financial result
  3,103,201    (2,771,803)    1,121,264    421,026 
 
For the three months ended September 30, 2026, the net financial result increased by €5.9 million to a gain of €3.1 million, compared with a loss of €2.8 million for the three months ended September 30, 2025. The increase is mainly attributable to a €5.8 million lower fair value adjustment of pre-funded warrants issued in February 2025, partially offset by a €0.6 million improvement in foreign exchange results due to the recent relative strength of the U.S. dollar vs. the euro as of September 30, 2026.
 
For the nine months ended September 30, 2026, the net financial result increased by €0.7 million to a gain of €1.1 million compared with a gain of €0.4 million for the nine months ended September 30, 2025. The increase is mainly attributable to an €8.3 million higher fair value adjustment of pre-funded warrants issued in February 2025, partially offset by an €8.2 million improvement in foreign exchange results due to the recent relative strength of the U.S. dollar vs. the euro as of September 30, 2026.
 
F-9
 
9.
Other assets
 
         
   
As of
September 30,
2026
(unaudited)
   
As of
December 31,
2025
 
 
(in €)
Non-current other assets
         
Prepaid expenses
  113,211    151,198 
Total non-current other assets
  113,211    151,198 
Current other assets
         
Prepayments on research & development projects
  422,427    2,222,380 
Prepaid expenses
  543,228    923,832 
Others
  232,887    114,826 
Total current other assets
  1,198,543    3,261,038 
Other assets from research allowances
         
Current other assets from research allowances
  3,260,040    2,487,763 
Total other assets from research allowances
  3,260,040    2,487,763 
Total other assets
  4,571,795    5,899,999 
 
As of September 30, 2026, prepayments on research and development projects amounted to €0.4 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 September 30, 2026, other assets from research allowances amounted to €3.3 million compared to €2.5 million as of December 31, 2025, which represents reimbursements the Company qualifies for under the German Research Allowance Act (government grant). The increase is due to additional receivables recognized for eligible expenses incurred in the nine months ended September 30, 2026 in the amount of €0.8 million.
 
10.
Tax receivables
 
As of September 30, 2026, tax receivables amounted to €1.1 million (VAT: €0.2 million, income tax receivables: €0.9 million) compared to €1.4 million (VAT: €0.3 million, income tax receivables: €1.1 million) as of December 31, 2025.
 
11.
Financial assets and financial liabilities
 
Set out below is an overview of financial assets and liabilities, other than cash and cash equivalents, held by the Group as of September 30, 2026 and December 31, 2025:
 
         
   
As of
September 30,
2026
(unaudited)
 

As of
December 31,
2025		 
 
(in €)
Financial assets at amortized cost
         
Non-current financial assets
  39,057,594    237,373 
Thereof marketable securities
  38,820,560     —  
Current financial assets
  34,058,998    30,435,088 
Thereof marketable securities
  33,116,852    30,211,169 
Financial liabilities at amortized cost
         
Trade payables and other accrued liabilities
  4,366,262    5,608,204 
Financial liabilities at fair value
         
Current liabilities to warrant holders
  10,700,132    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 September 30, 2026, the fair value of the warrants amounted to €10.7 million (Level 1).
 
F-10
 
As of September 30, 2026, the fair value of current and non-current financial assets (primarily quoted debt securities) amounted to €72.9 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 September 30, 2026, current and non-current financial assets increased by €42.4 million to €73.1 million compared to €30.7 million as of December 31, 2025. This increase is mainly due to the investment of proceeds from the underwritten offering of 75,000,000 ordinary shares completed in May 2026.
 
As of September 30, 2026, trade payables and other accrued liabilities decreased by €1.2 million to €4.4 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.
 
12.
Trade payables and other accrued liabilities
 
         
   
As of
September 30, 2026
(unaudited)
   
As of
December 31, 2025
 
 
(in €)
           
Accrued liabilities from R&D projects
  2,674,785    3,424,362 
Accrued liabilities from commercial activities
  49,585    8,000 
Accounts payable
  346,013    972,383 
Other accrued liabilities and payables
  1,295,880    1,353,593 
Total
  4,366,262    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.
 
13.
Cash and cash equivalents
 
         
   
As of
September 30, 2026
(unaudited)
   
As of
December 31, 2025
 
 
(in €)
Short-term deposits
         
Money market funds held in U.S. dollars
   —      —  
Money market funds held in euros
  10,427,848     —  
Bank-deposits held in U.S. dollars
  37,236,460    7,510,452 
Bank-deposits held in euros
  31,900,000    7,235,080 
Total
  79,564,308    14,745,532 
Cash at banks
         
Cash held in U.S. dollars
  905,767    843,915 
Cash held in euros
  874,518    432,724 
Total
  1,780,285    1,276,639 
Total cash and cash equivalents
  81,344,593    16,022,171 
 
As of September 30, 2026, cash and cash equivalents increased by €65.3 million to €81.3 million compared to €16.0 million as of December 31, 2025, primarily as a consequence of net proceeds in the amount of €119.3 million ($140.4 million) received in May 2026 from an underwritten offering of 75,000,000 ordinary shares at a public offering price of $2.00 per ordinary share.
 
In mid-June, the Company purchased money market funds. These funds are highly liquid, readily convertible into known amounts of cash at any time, and are subject to an insignificant risk of changes in value. Consequently, the investments meet the criteria for classification as cash equivalents and are therefore presented as cash and cash equivalents by the Company.
 
F-11
 
14.
Equity
 
On June 30, 2023, the Company filed a registration statement on Form F-3, or the 2023 Registration Statement, with the Securities and 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 could offer and sell under the related prospectus was not to exceed $250 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 million of its ordinary shares over time pursuant to a sales agreement with Leerink Partners LLC, or the Sales Agreement. The 2023 Registration Statement expired on July 11, 2026, and no further sales may be made under the 2023 Registration Statement or the related at-the-market prospectus supplement after that date.
 
The Company did not issue any ordinary shares under the at-the-market program during the nine months ended September 30, 2026. At the expiration of the 2023 Registration Statement on July 11, 2026, the remaining and unused value authorized for sale under the Sales Agreement amounted to $65.7 million.
 
In May 2026, the Company completed an underwritten offering of 75,000,000 ordinary shares at a public offering price of $2.00 per ordinary share. Net proceeds from the offering were €119.3 million ($140.4 million).
 
On August 6, 2026, the Company filed a registration statement on Form F-3 (the “2026 Registration Statement”) with the SEC with respect to the offer and sale of securities of the Company, which became effective on August 12, 2026. The aggregate initial offering price of the securities that the Company may offer and sell under the related prospectus may not exceed $250 million. On August 14, 2026, the Company filed a prospectus supplement under the 2026 Registration Statement relating to the continuation of its at-the-market program pursuant to the Sales Agreement, providing for the sale of up to $65 million of its ordinary shares over time. The Company did not issue any ordinary shares under the Sales Agreement in the third quarter of 2026, and as of September 30, 2026, the remaining value authorized for sale under the Sales Agreement under the 2026 Registration Statement amounted to $65 million.
 
During the nine months ended September 30, 2026, 75,362 shares (nine months ended September 30, 2025: 0) were issued upon the exercise of share options, resulting in proceeds to the Company in the amount of €112.8 thousand ($132.3 thousand) (nine months ended September 30, 2025: 0). All share options exercised during the nine months ended September 30, 2026 were granted under the 2017 LTIP.
 
15.
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 nine months ended September 30,
   —      —  
Outstanding as of September 30,
  148,433    148,433 
thereof vested / exercisable
  148,433    148,433 
 
Under the terms and conditions of the share option plan 2016, InflaRx GmbH granted rights to subscribe for InflaRx GmbH’s ordinary shares to directors, senior management, and key employees. Those InflaRx GmbH options were converted into options for ordinary shares of InflaRx N.V. at the time of its IPO in November 2017:
F-12
 
Number of share options
 
2026
   
2025
 
Outstanding as of January 1,
 888,632   888,632 
Exercised during the nine months ended September 30,
   —      —  
Outstanding as of September 30,
  888,632    888,632 
thereof vested / exercisable
  888,632    888,632 
 
InflaRx also granted share options under the 2017 Long-Term Incentive Plan, or 2017 LTIP, subsequently to its IPO in November 2017. The total number of share options granted during the nine months ended September 30, 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 nine months ended September 30,
  2,848,925    2,452,000 
Exercised during the nine months ended September 30,
  (75,362)     —  
Expired during the nine months ended September 30,
  (20,000)     —  
Forfeited during the nine months ended September 30,
  (25,000)    (110,500) 
Outstanding as of September 30,
  13,850,883    11,246,946 
thereof vested / exercisable
  12,167,945    9,977,446 
 
The key information and assumptions related to share options granted during the nine months ended September 30, 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
(interpolated, 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%
May 29
  20,000  $1.847   0.8588   1.586 € $2.40   1.03    5.50    4.165%
    2,848,925                           
 
Of the 2,848,925 options granted in the nine months ended September 30, 2026 (ended September 30, 2025: 2,452,000), 2,136,450 options (September 30, 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 (ended September 30, 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 nine months ended September 30, 2026, the Company recognized €1.9 million of share-based payment expense in the statements of operations and comprehensive loss.
 
For the nine months ended September 30, 2025, the Company recognized €4.2 million of share-based payment expense in the statements of operations and comprehensive loss, including €356 thousand for the extension of certain option terms from eight years to ten years.
 
None of the share-based payment awards were dilutive in determining earnings per share due to the Group’s loss position.
 
F-13
 
For the three months ended September 30, 2026, the Company recognized €0.4 million (2025: €0.6 million) of share-based payment expense in the statements of operations and comprehensive loss.
 
c)
Share options exercised
 
During the nine months ended September 30, 2026, 75,362 shares (nine months ended September 30, 2025: 0) were issued upon the exercise of share options, resulting in proceeds to the Company in the amount of €112.8 thousand ($132.3 thousand) (nine months ended September 30, 2025: 0). All share options exercised during the nine months ended September 30, 2026 were granted under the 2017 LTIP.
 
d)
2026 LTIP
 
On April 23, 2026, the Company’s annual general meeting approved a new long-term incentive plan, the “2026 LTIP”, becoming effective on January 1, 2027. The 2026 LTIP replaces the 2017 LTIP, provided that awards granted under the 2017 LTIP outstanding (and not yet exercised or settled) as of January 1, 2027 shall continue to be outstanding under, and subject to the terms of, the 2017 LTIP (and any ordinary shares issued pursuant to such awards shall therefore not reduce the number of ordinary shares available for issuance under the 2026 LTIP). The 2026 LTIP includes an evergreen provision that provides that the total number of ordinary shares reserved for issuance under the 2026 LTIP will be increased as of January 1 of each year starting January 1, 2027 by an amount equal to the lesser of (i) 6.5% of the outstanding ordinary shares on December 31 of the immediately preceding year or (ii) such number of ordinary shares as determined by the Board of Directors. On August 6, 2026, the Company filed a registration statement on Form S-8 (File No. 333-298038) with the SEC with respect to the registration of 14,865,382 ordinary shares under the 2026 LTIP, including 11,973,668 ordinary shares that may become reserved and again available for issuance pursuant to the evergreen provision of the 2026 LTIP.
 
16.
Protective foundation
 
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 a 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 shareholders other than the Protective Foundation, minus one share. According to the articles of association of the Company as approved by the annual general meeting in April 2026, up to 180,730,000 ordinary shares and up to 180,730,000 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.
 
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 nine months ended September 30, 2026, the Company expensed €33.8 thousand (2025: €45.0 thousand) of ongoing costs to reimburse expenses incurred by the Protective Foundation.
 
 
 F-14