InflaRx (NASDAQ: IFRX) raises $150M in underwritten share sale

Rhea-AI Filing Summary

InflaRx N.V. completed an underwritten public offering of 75,000,000 ordinary shares at an offering price of $2.00 per share, generating gross proceeds of approximately $150 million before underwriting discounts and expenses.

The transaction was executed under InflaRx’s effective shelf registration statement on Form F-3, using a prospectus supplement dated May 6, 2026. Guggenheim Securities, LLC acted as representative of the underwriters under an Underwriting Agreement that includes customary representations and an indemnification of the underwriters for certain Securities Act liabilities.

Key Figures

Shares offered: 75,000,000 shares Offering price: $2.00 per share Gross proceeds: $150 million

3 metrics

Shares offered 75,000,000 shares Aggregate ordinary shares in underwritten offering

Offering price $2.00 per share Offering price for each ordinary share

Gross proceeds $150 million Gross proceeds before underwriting discount and expenses

Key Terms

Underwriting Agreement, shelf registration statement, prospectus supplement, indemnify the Underwriters

4 terms

Underwriting Agreement financial

"entered into an Underwriting Agreement with Guggenheim Securities, LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

shelf registration statement regulatory

"made pursuant to the Company’s effective shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"a prospectus supplement, dated May 6, 2026, and the accompanying prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

indemnify the Underwriters regulatory

"the Company has agreed to indemnify the Underwriters against certain liabilities"

Offering Details

shelf

Offering

Offering Type shelf

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of May 2026

Commission File Number: 001-38283

InflaRx N.V.

(Translation of registrant’s name into English)

Winzerlaer Str. 2

07745 Jena, Germany

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

INFLARX N.V.

On May 6, 2026, InflaRx N.V. (the “Company”) entered into an Underwriting Agreement with Guggenheim Securities, LLC, as representative of the several underwriters (the “Underwriters”) named in Schedule 1 therein, relating to the underwritten offering (the “Offering”) of an aggregate of 75,000,000 ordinary shares, nominal value €0.12 per share (the “Ordinary Shares”), of the Company. The Offering closed on May 7, 2026.

The offering price for the Ordinary Shares was $2.00 per share.

The gross proceeds from the Offering were approximately $150 million, before deducting the underwriting discount and estimated offering expenses.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form F-3 (File No. 333-273058), which was previously filed with the U.S. Securities and Exchange Commission, and a prospectus supplement, dated May 6, 2026, and the accompanying prospectus, dated July 11, 2023.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company. Additionally, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

A copy of the opinion of NautaDutilh N.V. relating to the legality of the issuance and sale of the Ordinary Shares is attached as Exhibit 5.1.

INCORPORATION BY REFERENCE

This report on Form 6-K, including Exhibits 1.1and 5.1, shall be deemed to be incorporated by reference into (i) the Company’s registration statements on Form S-8 (File No. 333-221656 and 333-240185) and (ii) the Company’s registration statement on Form F-3 (File No. 333-273058) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.	Description
1.1	Underwriting Agreement, dated as of May 6, 2026, between InflaRx N.V. and Guggenheim Securities, LLC, as representative of the underwriters named in Schedule 1 therein
5.1	Opinion of Nauta Dutilh N.V.
23.1	Consent of Nauta Dutilh N.V. (included in Exhibit 5.1)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INFLARX N.V.
Date: May 7, 2026	By:	/s/ Niels Riedemann
	Name:	Niels Riedemann
	Title:	Chief Executive Officer

FAQ

What did InflaRx (IFRX) announce in its May 2026 Form 6-K?

InflaRx reported completion of an underwritten public offering of ordinary shares. The company issued 75,000,000 shares at $2.00 each, raising about $150 million in gross proceeds before underwriting discounts and offering expenses.

How much capital did InflaRx (IFRX) raise in the new share offering?

InflaRx raised approximately $150 million in gross proceeds from the offering. This came from selling 75,000,000 ordinary shares at $2.00 per share, before deducting underwriting discounts and estimated expenses associated with the transaction.

What was the price and size of InflaRx’s (IFRX) share issuance?

InflaRx issued 75,000,000 ordinary shares at an offering price of $2.00 per share. This underwritten offering generated gross proceeds of about $150 million prior to fees and expenses paid to underwriters and other offering costs.

Under which registration statement was the InflaRx (IFRX) offering made?

The offering was conducted under InflaRx’s effective shelf registration statement on Form F-3, File No. 333-273058. A prospectus supplement dated May 6, 2026 and a base prospectus dated July 11, 2023 governed the terms of the share sale.

Who underwrote InflaRx’s (IFRX) $150 million share offering?

Guggenheim Securities, LLC served as representative of the underwriters for the InflaRx offering. The company entered into an Underwriting Agreement with Guggenheim and other underwriters that includes customary representations and an indemnification for certain Securities Act liabilities.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 198.1 KB
• EX-5.1 EXHIBIT 5.1 60.0 KB