InflaRx (NASDAQ: IFRX) 2026 AGM to expand share pool, renew buyback

Rhea-AI Filing Summary

InflaRx N.V. has called its 2026 annual general meeting for April 23, 2026 in Amsterdam, setting a March 26, 2026 record date. Shareholders will vote on adopting the 2025 annual accounts, appointing KPMG as 2026 auditor, granting director discharge, and re-appointing four directors, including CEO and co-founder Prof. Niels Riedemann. Proposals include extending five-year authorizations for the board to issue shares and to limit or exclude pre-emption rights, renewing a share repurchase authorization for up to 10% of issued capital at up to 110% of the recent Nasdaq average price, and significantly increasing authorized share capital. The board also seeks approval for a new LTIP 2026 from January 1, 2027, raising the annual equity pool to 6.5% of outstanding shares from 4% under the prior plan.

Key Figures

AGM date and time: April 23, 2026, 9:00 CEST Record date: March 26, 2026 Authorized capital increase: EUR 43,375,200.00 +5 more

8 metrics

AGM date and time April 23, 2026, 9:00 CEST Scheduled annual general meeting in Amsterdam

Record date March 26, 2026 Determines shareholders entitled to attend and vote

Authorized capital increase EUR 43,375,200.00 Divided into 180,730,000 ordinary and 180,730,000 preferred shares

Transitional authorized capital EUR 91,375,710.00 380,732,125 ordinary and 380,732,125 preferred shares upon trigger

Share repurchase limit 10% of issued share capital Buyback authorization for 18 months following the AGM

Maximum buyback price 110% of average market price Based on five consecutive Nasdaq closing prices before agreement

LTIP 2026 annual pool 6.5% of outstanding shares Increase from 4% under LTIP 2017, measured each December 31

Board issuance authority term Five years Extension for issuing shares and granting subscription rights

Key Terms

Record Date, beneficial owners, pre-emption rights, authorized share capital, +2 more

6 terms

Record Date financial

"The record date for the AGM is March 26, 2026 (the "Record Date")."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

beneficial owners financial

"Those who beneficially own shares in the Company's capital in an account at a bank..."

Beneficial owners are the people or entities that actually enjoy the economic benefits and control of shares or other assets, even when legal title is held by someone else such as a broker, custodian or trustee. Investors pay attention because beneficial owners hold the real voting power, receive dividends and can influence strategy and takeover outcomes — like the driver of a car who uses and maintains it while the bank holds the title — so disclosure shows who truly controls and benefits.

pre-emption rights financial

"to limit and/or exclude pre-emption rights in relation to an issuance of... ordinary shares"

A shareholder’s right to be offered new shares before they are sold to outsiders, allowing existing owners to buy enough to keep their ownership percentage. Think of it like being offered the first slice of a pie so your share doesn’t shrink; it matters to investors because it protects voting power and economic value from being diluted when a company issues more stock, and it can affect how easy or costly fundraising is.

authorized share capital financial

"increase the number of ordinary shares that can be issued under the authorized share capital"

The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.

depository receipts financial

"to acquire (i) fully paid-up ordinary shares... (and depository receipts for such ordinary shares)"

A depository receipt is a tradable certificate issued by a bank that represents ownership of shares held in a foreign company, letting investors buy and sell those shares on their local stock market without dealing with the foreign exchange and custody details. Think of it as a local receipt for a piece of a foreign company kept in a secure vault abroad; it matters because it makes international investing easier, often increases liquidity, and can affect dividend payments and currency risk.

Long-Term Incentive Plan financial

"approve the implementation of the LTIP 2026... replacing the Company’s Long-Term Incentive Plan 2017"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

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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 April 2026

Commission File

Number: 001-38283

InflaRx N.V.

Winzerlaer Str. 2

07745 Jena,

Germany

(+49) 3641508180

(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   ☐

INCORPORATION BY REFERENCE

On April 2, 2026, InflaRx N.V. convened the annual general meeting of shareholders to be held on April 23, 2026 and made available to its shareholders certain other materials in connection with such meeting. Such materials are attached as exhibits to this Form 6-K and are incorporated by reference herein.

EXHIBIT INDEX

Exhibit			Description of Exhibit
99.1			Convening Notice, including Agenda and Explanatory Notes
99.2			Voting Proxy

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: April 2, 2026
			By:			/s/ Niels Riedemann
						Name:			Niels Riedemann
						Title:			Chief Executive Officer

Exhibit 99.1

CONVENING NOTICE

This is the convening notice for the 2026 annual general meeting of shareholders of InflaRx N.V. (the "Company") to be held on April 23, 2026 at 9:00 hours Amsterdam time (CEST) at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands (the "AGM").

The agenda for the AGM is as follows:

1.
Opening

2.
Discussion of Dutch statutory board report for the financial year ended December 31, 2025 (discussion item)

3.
Adoption of Dutch statutory annual accounts for the financial year ended December 31, 2025 (voting item)

4.
Discussion of the Company's dividend and reservation policy (discussion item)

5.
Instruction to KPMG Accountants N.V. for the external audit of the Company's statutory annual accounts for the financial year 2026 (voting item)

6.
Release from liability for the Company's directors with respect to the performance of their duties during the financial year ended December 31, 2025 (voting item)

7.
Re-appointment of Mr. Niels Riedemann as executive director of the Company (voting item)

8.
Re-appointment of Mr. Renfeng Guo as executive director of the Company (voting item)

9.
Re-appointment of Mr. Nicolas Fulpius as non-executive director of the Company (voting item)

10.
Re-appointment of Mr. Richard Brudnick as non-executive director of the Company (voting item)

11.
Re-appointment of Ms. Hege Hellstrom as non-executive director of the Company (voting item)

12.
Extension of authorization for the Company's board of directors (the "Board") to issue shares and grant rights to subscribe for shares (voting item)

13.
Extension of authorization for the Board to limit and exclude pre-emption rights (voting item)

14.
Extension of authorization for the Board to acquire shares and depository receipts for shares in the Company's capital (voting item)

15.
Amendment to the Company's articles of association (voting item)

16.
Approval of a new Long-term Incentive Plan (the "LTIP 2026") (voting item)

17.
Closing

No business shall be voted on at the AGM, except such items as included in the above-mentioned agenda.

The record date for the AGM is March 26, 2026 (the "Record Date"). Those who are shareholders of the Company, or who otherwise have voting rights and/or meeting rights with respect to shares in the Company's capital, on the Record Date and who are recorded as such in the Company's shareholders' register or in the register maintained by the Company's U.S. transfer agent (the "Registers") may attend and, if relevant, vote at the AGM ("Persons with Meeting Rights"), irrespective of changes to their shareholdings or rights after the Record Date.

Those who beneficially own shares in the Company's capital in an account at a bank, a financial institution, an account holder or other financial intermediary (the "Beneficial Owners") on the Record Date, must also have their financial intermediary or their agent with whom the underlying shares are on deposit issue a proxy to them which confirms they are authorized to take part in and vote at the AGM.

Persons with Meeting Rights and Beneficial Owners who wish to attend the AGM, in person or represented by proxy, must notify the Company in writing of their identity and intention to attend the AGM (an "Attendance Notice") no later than 6:00 a.m. CEST on the fourth day prior to the AGM (the "Cut-off Date"). Beneficial Owners must enclose with their Attendance Notice (i) proof of their beneficial ownership of the relevant underlying shares in the Company's capital, such as a recent account statement, and (ii) their signed proxy from the relevant shareholder who is registered in either of the Registers as the holder of those underlying shares on the Record Date.

Persons with Meeting Rights and Beneficial Owners who have duly provided an Attendance Notice to the Company may have themselves represented at the AGM through the use of a written or electronically recorded proxy.

Proxyholders must submit a signed proxy to the Company no later than the Cut-off Date and present a copy of their proxy upon entry to the AGM. A proxy form can be downloaded from the Company's website (http://www.inflarx.com).

Any Attendance Notice, proof of beneficial ownership or signed proxy to be sent to the Company as part of the procedures described above must be provided via regular mail or e-mail to:

InflaRx N.V.

c/o Mr. Christian Schmid

Fraunhoferstr. 22

82152 Planegg/Martinsried

Germany

(christian.schmid@inflarx.de)

Any Attendance Notice, proof of beneficial ownership or signed proxy received after the Cut-off Date may be ignored. Persons with Meeting Rights, Beneficial Owners and proxyholders who have not complied with the procedures described above may be refused entry to the AGM.

EXPLANATORY NOTES TO THE AGENDA

2.
Discussion of Dutch statutory board report for the financial year ended December 31, 2025 (discussion item)

The Company's statutory board report over the financial year 2025 has been made available on the Company's website (http://www.inflarx.com) and at the Company's office address.

3.
Adoption of Dutch statutory annual accounts for the financial year ended December 31, 2025 (voting item)

The Company's annual accounts over the financial year 2025 have been made available on the Company's website (http://www.inflarx.com) and at the Company's office address. It is proposed that these annual accounts be adopted.

4.
Discussion of the Company's dividend and reservation policy (discussion item)

The Company has never paid or declared any cash dividends on its shares, and the Company does not anticipate paying any cash dividends on its shares in the foreseeable future. The Company intends to retain all available funds and any future earnings to fund the development and expansion of its business. Under Dutch law, the Company may only pay dividends to the extent its shareholders' equity (eigen vermogen) exceeds the sum of the Company's paid-up and called-up share capital plus the reserves required to be maintained by Dutch law or by the Company's articles of association. Subject to such restrictions, any future determination to pay dividends will be at the discretion of the Board and will depend upon a number of factors, including the Company's results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors the Board deems relevant. If and when the Company does intend to distribute a dividend, such dividend may be distributed in the form of cash only or shares only, through a combination of the foregoing (cash and shares) or through a choice dividend (cash or shares), in each case subject to applicable law.

5.
Instruction to KPMG Accountants N.V. for the external audit of the Company's annual accounts for the financial year 2026 (voting item)

Under Dutch law, the general meeting of shareholders of the Company is, in principle, the corporate body authorized to annually appoint the external independent auditor for the audit of the Company's annual accounts. Pursuant to a recommendation by the Company's audit committee, it is now proposed to appoint KPMG Accountants N.V. as the external independent auditor for the audit of the Company's annual accounts for the financial year 2026.

6.
Release from liability for the Company's directors with respect to the performance of their duties during the financial year ended December 31, 2025 (voting item)

It is proposed that the Company's directors be released from liability for the exercise of their duties during the financial year 2025. The scope of this release from liability extends to the exercise of their respective duties insofar as these are reflected in the Company's statutory board report or annual accounts over the financial year 2025 or in other public disclosures.

7.
Re-appointment of Prof. Niels Riedemann as executive director of the Company (voting item)

The Board has made a binding nomination to re-appoint Prof. Niels Riedemann as executive director of the Company. Prof. Niels Riedemann is proposed for re-appointment for a period ending at the end of the annual general meeting of shareholders of the Company to be held in 2030. Prof. Niels Riedemann will continue to serve as the Company's Chief Executive Officer.

Prof. Riedemann is one of our co founders and has served as our Chief Executive Office since 2007. Prof. Riedemann has over 15 years of experience in the biotech industry and drug development as well as over 20 years of experience in complement immunology research. He founded InflaRx in 2007 and has served as Chief Executive Officer since inception of the company. He has been instrumental in and led numerous private and public financing rounds of the company and has been the responsible lead for its Nasdaq IPO in 2017. He is named inventor on several internationally granted core patents of InflaRx. As physician he has been appointed Vice Director (“Leitender Oberarzt”) of Intensive Care Medicine, and he has led a 50-bed University ICU unit for over 6 years at Friedrich Schiller University, Jena, Germany until 2015. Before that, he received his board certification as General Surgeon upon completion of his surgical fellowship at MHH (Hannover Medical School, Germany) in 2007 where he also received his habilitation (equivalent to Ph.D.) and where he still holds an Adjunct Professorship (APL Professor). He spent three years as postdoctoral research fellow at the University of Michigan, USA until 2003. He received his medical training at Albert Ludwig University (ALU), Freiburg, Germany, and Stanford University, USA and graduated as Dr. med. (equivalent to M.D.) from ALU in 1998. His research has been awarded with several national and international awards. He has received extensive extra-mural funding and published over 60 peer reviewed scientific publications in highly ranked journals. He has served as a member on a Board of Directors and a Scientific Advisory Board of two large scientific governmental funded programs. He currently serves as Co-Chair of the Health Politics working group of Bio-Deutschland and he serves as member of the board of trustees for the German Sepsis Foundation.

8.
Re-appointment of Prof. Renfeng Guo as executive director of the Company (voting item)

The Board has made a binding nomination to re-appoint Prof. Renfeng Guo as executive director of the Company. Prof. Renfeng Guo is proposed for re-appointment for a period ending at the end of the annual general meeting of shareholders of the Company to be held in 2030. Prof. Renfeng Guo will continue to serve as the Company's Chief Scientific Officer.

Professor Guo is one of our co-founders and has served as our Chief Scientific Officer since 2007. Since its inception, he has headed scientific development at InflaRx as the full-time CSO. Prof. Guo leverages his expertise in antibody research and inflammation, bringing together a highly effectual research team for drug development to build a focused pipeline based on cutting-edge technology. His early research led to the discovery of InflaRx’s leading drug, vilobelimab. He continues to be the driving force for the development of other pipeline drugs as well as a key inventor for InflaRx’s intellectual property portfolio. Prof. Guo received his M.D. degree from Norman Bethune Medical School in China and conducted post-doctoral research in the laboratory of Prof. Peter Ward at the University of Michigan, Ann Arbor. After stints as a junior and senior faculty member beginning in 2001 at the University of Michigan, he is currently an Adjunct Research Associate Professor. Prof. Guo has over 80 high-impact, peer reviewed publications in the fields of cancer, infectious disease, and inflammation research.

9.
Re-appointment of Mr. Nicolas Fulpius as non-executive director of the Company (voting item)

The Board has made a binding nomination to re-appoint Mr. Nicolas Fulpius as a non-executive director of the Company. Mr. Nicolas Fulpius is proposed for re-appointment for a period ending at the end of the annual general meeting of shareholders of the Company to be held in 2030. Mr. Fulpius will continue to serve as the chairman of our Board.

Mr. Fulpius is one of our co-founders and has served as a director and chairman of our Board since 2007. Long active in the venture capital field between the US and Europe, for the Lombard Odier Immunology fund, for Ultreia Capital and as Partner at Affentranger Associates, Nicolas has become an entrepreneur at heart: he created, developed and helped finance several companies in the Biotech, cleantech and ICT field. Recently, Mr. Fulpius was - among others - CEO of Veltigroup, CDO of Swisscom and member of the Swisscom Ventures investment committee. In 2020 Nicolas Fulpius co-founded the Ansam Group one of the leading ICT services company in Switzerland for which he is acting as CEO and Chairman. Nicolas Fulpius holds an MBA from the University of St. Gallen, Switzerland, and a Masters in Science in Engineering from Stanford University, USA.

10.
Re-appointment of Mr. Richard Brudnick as non-executive director of the Company (voting item)

The Board has made a binding nomination to re-appoint Mr. Richard Brudnick as a non-executive director of the Company. Mr. Richard Brudnick is proposed for re-appointment for a period ending at the end of the annual general meeting of shareholders of the Company to be held in 2030.

Mr. Brudnick has been a director on our board since 2019. Mr. Brudnick was most recently Chief Business Officer for Prime Medicine, Inc., a leader in the field of gene editing. Prior to joining Prime Medicine, Mr. Brudnick was Chief Business Officer and Head of Strategy for Codiak BioSciences, a leader in the field of exosome therapeutics. Before Codiak, Mr. Brudnick was Executive Vice President of Business Development and Alliance Management at Bioverativ, Inc., a company he helped found in 2016. Until Bioverativ’s acquisition by Sanofi in March 2018, Mr. Brudnick led business development efforts to build a significant pipeline in rare blood disorders, including an acquisition, a multi-product collaboration and additional scientific collaborations and licenses. Mr. Brudnick joined Bioverativ at its spin-off from Biogen where, over the course of nearly 15 years, he initiated, led and completed transactions that led to several of the company’s marketed products and late-stage pipeline. Mr. Brudnick also was CEO of a regional pharmaceutical distribution business, which he sold to a strategic buyer; co-founded two companies; and was a strategy consultant at Bain & Company. He holds bachelor and advanced degrees from MIT and serves on the board of directors of Scholar Rock, Inc.

11.
Re-appointment of Ms. Hege Hellstrom as non-executive director of the Company (voting item)

The Board has made a binding nomination to re-appoint Ms. Hege Hellstrom as a non-executive director of the Company. Ms. Hege Hellstrom is proposed for re-appointment for a period ending at the end of the annual general meeting of shareholders of the Company to be held in 2030.

Ms. Hellstrom has been a director on our board since 2023. Ms. Hellstrom is currently Chief Commercial Officer in Advicenne, a French pharmaceutical company specializing in the development of innovative treatments in Nephrology. She is a non-executive board member of Vivesto AB since 2019 and Camurus AB since 2020, both public Swedish companies and she is also a member of the Audit Committee in both companies. Ms. Hellstrom is a non-executive board member of Guard Therapeutics, a Swedish public company since 2024. She is the founder and managing director of Belnor BV, an investment and consulting company. Ms. Hellstrom has more than 30 years’ experience in sales, marketing, strategy development, commercialization, partner alliances and executive management. From 2013 to 2018, she worked as President Europe, Middle East, North Africa and Russia in Sobi, a Swedish biopharmaceutical company where she led several launches in rare diseases such as haemophilia and metabolic diseases. Before Sobi, she worked in Genzyme for 11 years in roles ranging from General manager in Benelux to head of Renal and Endocrine business in Europe, LATAM and JAPAC. When Genzyme was acquired by Sanofi she continued as Global Vice-president of Cardiovascular products in Sanofi. Before Genzyme she worked in Baxter Healthcare for 13 years. Ms. Hellstrom holds a B.Sc., Biomedical Laboratory Scientist from Oslo Metropolitan University, Norway.

12.
Extension of authorization for the Board to issue shares and grant rights to subscribe for shares (voting item)

The General Meeting has authorized the Board, for a period of five years following the 2025 annual general meeting of shareholders held on April 24, 2025 (the "2025 AGM"), to resolve to issue ordinary shares and/or grant rights to subscribe for ordinary shares, in each case up to the Company's authorized share capital included in its articles of association from time to time. It is proposed that this authorization be extended to expire five years following the date of this AGM. If the resolution proposed under this agenda item 12 is passed, the proposed authorization shall replace the currently existing authorization.

13.
Extension of authorization for the Board to limit and exclude pre-emption rights (voting item)

The General Meeting has authorized the Board, for a period of five years following the 2025 AGM, to limit and/or exclude pre-emption rights in relation to an issuance of, or a granting of rights to subscribe for, ordinary shares resolved upon by the Board. It is proposed that this authorization be extended to expire five years following the date of this AGM. If the resolution proposed under this agenda item 13 is passed, the proposed authorization shall replace the currently existing authorization.

14.
Extension of authorization for the Board to acquire shares and depository receipts for shares in the Company's capital (voting item)

The General Meeting has authorized the Board, for a period of 18 months following the 2025 AGM, to resolve for the Company to acquire (i) fully paid-up ordinary shares in the Company's capital (and depository receipts for such ordinary shares), by any means, including through derivative products, purchases on a stock exchange, private purchases, block trades, or otherwise, for a price which is higher than nil and does not exceed 110% of the average market price of the Company's ordinary shares on the Nasdaq Stock Market (such average market price being the average of the closing prices on each of the five consecutive trading days preceding the date the acquisition is agreed upon by the Company), up to 10% of the Company's issued share capital (determined as at the close of business on the date of the AGM) and/or (ii) fully paid-up preferred shares (and depository receipts for such preferred shares) in the Company's issued share capital, to the extent permitted by applicable law, by any means, including through derivative products, purchases on a stock exchange, private purchases, block trades, or otherwise, for a price which is higher than nil and does not exceed the nominal value of the preferred shares concerned. It is proposed that this authorization be renewed for a period of, and effectively extended to expire, 18 months following the date of this AGM. If the resolution proposed under this agenda item 14 is passed, the proposed authorization shall replace the currently existing authorization.

15.
Amendment to the Company's articles of association (voting item)

The Board proposes to amend the Company's articles of association (the "Articles of Association") in order to increase the number of ordinary shares that can be issued under the authorized share capital included in the Articles of Association. A copy of the verbatim text of the proposed amendment described below has been made available on the Company's website and at the Company's office address in the official Dutch language together with an English translation thereof.

If agenda item 15 is adopted, each civil law notary, candidate civil law notary and lawyer of NautaDutilh N.V. will be authorized to have the deed of amendment to the Articles of Association executed.

The Board proposes to increase the Company's authorized share capital to an amount of EUR 43,375,200.00, divided into 180,730,000 ordinary shares and 180,730,000 preferred shares, having a nominal value of EUR 0.12 each. This increase would put the ratio of the Company's issued share capital relative to its authorized share capital at a level consistent with market practice.

The Board furthermore proposes to include a transitional provision in the deed of amendment to the Articles of Association, pursuant to which the Company's authorized share capital will automatically increase to an amount of EUR 91,375,710.00, divided into 380,732,125 ordinary shares and 380,732,125 preferred shares, having a nominal value of EUR 0.12 each, upon the aggregate nominal value of the ordinary shares comprised in the Company’s issued share capital increasing to EUR 18,275,142.00. This increase would put the ratio of the Company's issued share capital relative to its authorized share capital at a level consistent with market practice.

16.
Approval of the LTIP 2026 (voting item)

It is proposed, upon recommendation of the Company’s committee administering the LTIP 2017, and following consultation with expert compensation consultants, to approve the implementation of the LTIP 2026 with effect from January 1, 2027, replacing the Company’s Long-Term Incentive Plan 2017 (as amended on January 1, 2021) (the "LTIP 2017") which is currently in place.

The main change of the LTIP 2026 compared to the LTIP 2017 shall be increasing the maximum annual number of ordinary shares in the Company's capital available for issuance to 6.5% (from 4% in the LTIP 2017) of the Company's outstanding ordinary shares (determined as of December 31 of the immediately preceding year).

Exhibit 99.2

VOTING PROXY

THE UNDERSIGNED

Name			:
Address			:
acting on behalf of (only to be completed if relevant)
Name			:
Address			:

(the "Principal").

DECLARES AS FOLLOWS

1.
The Principal hereby registers for the 2026 annual general meeting of shareholders of InflaRx N.V. (the "Company") to be held on April 23, 2026 at 9:00 hours Amsterdam time (CEST) at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands (the "AGM") and, for purposes of being represented at the AGM, grants a power of attorney to Mr. P.C.S. van der Bijl, civil law notary and partner of NautaDutilh N.V., or any substitute to be appointed by him (the "Proxyholder").

2.
The scope of this power of attorney extends to the performance of the following acts on behalf of the Principal at the AGM:

a.
to exercise the voting rights of the Principal in accordance with paragraph 3 below; and

b.
to exercise any other right of the Principal which the Principal would be allowed to exercise at the AGM.

3.
This power of attorney shall be used by the Proxyholder to exercise the Principal's voting rights in the manner directed as set forth below. If no choice is specified in respect of the sole voting item on the agenda, the Proxyholder shall vote "FOR" such agenda item.

	Agenda item			FOR			AGAINST			ABSTAIN
	Adoption of Dutch statutory annual accounts for the financial year ended December 31, 2025			☐			☐			☐
	Instruction to KPMG Accountants N.V. for the external audit of the Company's statutory annual accounts for the financial year 2026			☐			☐			☐
	Release from liability for the Company's directors with respect to the performance of their duties during the financial year ended December 31, 2025			☐			☐			☐
	Re-appointment of Mr. Niels Riedemann as executive director of the Company			☐			☐			☐
	Re-appointment of Mr. Renfeng Guo as executive director of the Company			☐			☐			☐
	Re-appointment of Mr. Nicolas Fulpius as non-executive director of the Company			☐			☐			☐
	Re-appointment of Mr. Richard Brudnick as non-executive director of the Company			☐			☐			☐
	Re-appointment of Ms. Hege Hellstrom as non-executive director of the Company			☐			☐			☐
	Extension of authorization for the Company's board of directors (the "Board") to issue shares and grant rights to subscribe for shares			☐			☐			☐
	Extension of authorization for the Board to limit and exclude pre-emption rights			☐			☐			☐

	Agenda item			FOR			AGAINST			ABSTAIN
	Extension of authorization for the Board to acquire shares and depository receipts for shares in the Company's capital			☐			☐			☐
	Amendment to the Company's articles of association			☐			☐			☐
	Approval of a new Long-term Incentive Plan (the "LTIP 2026")			☐			☐			☐

4.
This power of attorney is granted with full power of substitution.

5.
The relationship between the Shareholder and each Proxyholder under this power of attorney is governed exclusively by the laws of the Netherlands. Any dispute arising out of or in connection with this power of attorney shall be submitted exclusively to the District Court of Amsterdam, the Netherlands.

6.
The Shareholder accepts and agrees that the legal relations with NautaDutilh N.V. arising from this power of attorney are subject to the general terms and conditions of NautaDutilh N.V., on the understanding that references to the Client (as defined therein) are deemed to refer to the Shareholder for such purpose. These general terms and conditions contain, among other provisions, a provision regarding limitation of liability and have been filed with the District Court of Rotterdam. They can be consulted at www.nautadutilh.com and will be provided free of charge upon request.

SIGN HERE

Please return this signed proxy via regular mail or e-mail to:

InflaRx N.V.

c/o Mr. Christian Schmid

Fraunhoferstr. 22

82152 Planegg/Martinsried

Germany

(christian.schmid@inflarx.de)

If the Principal is a beneficial owner of shares in the Company's capital, please enclose

(i)
proof of beneficial ownership of the underlying shares as of the record date for the AGM, March 26, 2026, such as an account statement as of the record date; and

(ii)
a signed proxy from the relevant holder of those underlying shares on the record date for the AGM, March 26, 2026.

FAQ

What is InflaRx (IFRX) asking shareholders to approve at the 2026 AGM?

InflaRx seeks approval of 2025 annual accounts, appointment of KPMG for the 2026 audit, discharge of directors, re-appointment of four board members, extensions of share issuance and buyback authorities, an authorized capital increase, and a new LTIP 2026 equity incentive plan.

When is the InflaRx (IFRX) 2026 annual general meeting and record date?

The AGM is scheduled for April 23, 2026 at 9:00 a.m. Amsterdam time. The record date is March 26, 2026, determining which shareholders and beneficial owners hold meeting and voting rights for the resolutions presented at the meeting.

How will InflaRx (IFRX) change its authorized share capital if approved?

The board proposes increasing authorized share capital to EUR 43,375,200.00, divided into 180,730,000 ordinary and 180,730,000 preferred shares. A further automatic increase to EUR 91,375,710.00 is planned once a specified aggregate nominal value of issued ordinary shares is reached.

What is InflaRx’s proposed share repurchase authorization from the 2026 AGM?

The board requests renewal of an 18‑month authorization to acquire up to 10% of issued share capital. Purchases may be via exchanges or private transactions at prices up to 110% of the recent five‑day average Nasdaq closing price for the ordinary shares.

How does InflaRx’s new LTIP 2026 differ from the LTIP 2017?

The LTIP 2026, effective January 1, 2027, would replace the LTIP 2017 and increase the maximum annual share pool. The available number of ordinary shares for grants rises to 6.5% of outstanding shares from 4%, calculated as of December 31 of the prior year.

What are InflaRx (IFRX) shareholders’ dividend expectations based on this notice?

The company states it has never paid or declared cash dividends and does not anticipate paying cash dividends in the foreseeable future. It intends to retain available funds and future earnings to finance business development and expansion, subject to Dutch law capital requirements.

How can InflaRx (IFRX) shareholders and beneficial owners attend or vote at the AGM?

Persons with meeting rights and beneficial owners must submit an Attendance Notice by 6:00 a.m. CEST on the fourth day before the AGM, with proof of ownership and, if applicable, a proxy. Late or incomplete submissions may result in refusal of AGM entry or voting rights.

Filing Exhibits & Attachments

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Press Releases

• EX-99.1 EXHIBIT 99.1 48.5 KB
• EX-99.2 EXHIBIT 99.2 67.9 KB