InflaRx (IFRX) investors back board authorities, article changes and LTIP 2026
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
InflaRx N.V. reported that shareholders approved all agenda items at the April 23, 2026 Annual General Meeting. Approvals included the Dutch statutory annual accounts for the year ended December 31, 2025 and the appointment of KPMG Accountants N.V. as external auditor for 2026.
Shareholders granted the board continued authority to issue shares, grant rights to subscribe for shares, limit or exclude pre-emption rights, and acquire shares and depository receipts. They also approved multiple director re-appointments, an amendment to the articles of association, and a new Long-Term Incentive Plan, LTIP 2026.
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Key Figures
Nominal value per ordinary share: EUR 0.12
Nominal issued capital threshold: EUR 18,275,142.00
AGM date: April 23, 2026
3 metrics
Nominal value per ordinary share
EUR 0.12
Ordinary shares nominal value in amended articles
Nominal issued capital threshold
EUR 18,275,142.00
Aggregate nominal value threshold in transitional Article 34
AGM date
April 23, 2026
Date of InflaRx N.V. Annual General Meeting approval resolutions
Key Terms
Long-Term Incentive Plan, pre-emption rights, articles of association, depository receipts for shares, +1 more
5 terms
Long-Term Incentive Plan financial
"Approval of a new Long-Term Incentive Plan (the “LTIP 2026”)."
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.
pre-emption rights regulatory
"Extension of authorization for the Board to limit and exclude pre-emption rights."
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.
articles of association regulatory
"Amendment to the Company’s articles of association."
A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.
Dutch statutory annual accounts financial
"Adoption of Dutch statutory annual accounts for the financial year ended December 31, 2025."
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.
(Translation of registrant’s name into English)
Winzerlaer Str. 2
07745 Jena, Germany
(Address of principal executive office)
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.
Results of Annual General Meeting of Shareholders
On April 23, 2026, InflaRx N.V. (the “Company”) held its Annual General Meeting of Shareholders (the “Annual General Meeting”). The final results of each of the agenda items submitted to a vote of the shareholders are as
follows:
Agenda Item 3. Adoption of Dutch statutory annual accounts for the financial year ended December 31, 2025.
The Company shareholders approved the adoption of Dutch statutory annual accounts for the financial year ended December 31, 2025.
Agenda Item 5. Instruction to KPMG Accountants N.V. for the external audit of the Company’s statutory annual accounts for the financial year 2026.
The Company shareholders approved the instruction to KPMG Accountants N.V. for the external audit of the Company’s statutory annual accounts for the financial year 2026.
Agenda 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.
The Company shareholders approved the release from liability for the Company’s directors with respect to the performance of their duties during the financial year ended December 31, 2025.
Agenda Item 7. Re-appointment of Mr. Niels Riedemann as executive director of the Company.
The Company shareholders approved the re-appointment of Mr. Niels Riedemann as executive director of the Company.
Agenda Item 8. Re-appointment of Mr. Renfeng Guo as executive director of the Company.
The Company shareholders approved the re-appointment of Mr. Renfeng Guo as executive director of the Company.
Agenda Item 9. Re-appointment of Mr. Nicolas Fulpius as non-executive director of the Company.
The Company shareholders approved the re-appointment of Mr. Nicolas Fulpius as non-executive director of the Company.
Agenda Item 10. Re-appointment of Mr. Richard Brudnick as non-executive director of the Company.
The Company shareholders approved the re-appointment of Mr. Richard Brudnick as non-executive director of the Company.
Agenda Item 11. Re-appointment of Ms. Hege Hellstrom as non-executive director of the Company.
The Company shareholders approved the re-appointment of Ms. Hege Hellstrom as non-executive director of the Company.
Agenda Item 12. Extension of authorization for the Company’s board of directors (the “Board”) to issue shares and grant rights to subscribe for shares.
The Company shareholders approved the extension of authorization for the Company’s Board to issue shares and grant rights to subscribe for shares.
Agenda Item 13. Extension of authorization for the Board to limit and exclude pre-emption rights.
The Company shareholders approved the extension of authorization for the Board to limit and exclude pre-emption rights.
Agenda Item 14. Extension of authorization for the Board to acquire shares and depository receipts for shares in the Company’s capital.
The Company shareholders approved the extension of authorization for the Board to acquire shares and depository receipts for shares in the Company’s capital.
Agenda Item 15. Amendment to the Company’s articles of association.
The Company shareholders approved the amendment to the Company’s articles of association.
Agenda Item 16. Approval of a new Long-Term Incentive Plan (the “LTIP 2026”).
The Company shareholders approved the LTIP 2026.
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.
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INFLARX N.V.
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Date: April 23, 2026
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By:
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/s/ Niels Riedemann
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Name:
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Niels Riedemann
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Title:
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Chief Executive Officer
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2
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Deed of Amendment to the Articles of Association, dated April 23, 2026.
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3
Exhibit 99.1
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| 1 | ||
This is a translation into English of the deed of amendment to the articles of association of a public limited liability company under Dutch law. In the event of a conflict between the English and Dutch texts, the Dutch
text shall prevail.
DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATION OF
INFLARX N.V.
On this, the [twenty-third day of April] two thousand and twenty-six, appeared before me, Paul Cornelis Simon van der Bijl, civil law notary in Amsterdam:
[ND employee, under proxy], working at the offices of NautaDutilh N.V. located at Beethovenstraat 400, 1082 PR Amsterdam.
The person appearing before me declared that the general meeting of shareholders of InflaRx N.V., a public limited liability company (naamloze vennootschap) under
Dutch law, having its corporate seat in Amsterdam, the Netherlands (address: Winzerlaer Strasse 2, 07745 Jena, Germany, trade register number: 68904312) (the “Company”), held at Amsterdam, the Netherlands, on
the [twenty-third day of April] two thousand and twenty-six has resolved to partially amend the Company’s articles of association (the “Articles of Association”).
The Articles of Association were most recently amended by a deed executed on the twenty-fourth day of April two thousand and twenty-five before a deputy of Paul Cornelis Simon van der Bijl, aforementioned civil law notary.
Further to this resolution the person appearing stated that the Articles of Association are amended as follows:
I. Article 4 paragraph 1 will be:
| “4.1 |
The Company’s authorised share capital amounts to forty-three million three hundred and seventy-five thousand two hundred euro (EUR 43,375,200.00).”.
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II. Article 4 paragraph 2 will be:
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“4.2
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The authorised share capital is divided into:
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| a. |
one hundred and eighty million seven hundred and thirty thousand (180,730,000) ordinary shares; and
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| b. |
one hundred and eighty million seven hundred and thirty thousand (180,730,000) preferred shares,
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each having a nominal value of twelve eurocents (EUR 0.12).”.
| III. |
A new article 34 will be inserted after article 33. The new article 34 shall come to read as follows:
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“TRANSITIONAL PROVISION
ARTICLE 34
Upon the aggregate nominal value of the ordinary shares comprised in Company’s issued share capital increasing to an amount of at least eighteen million two hundred and seventy-five
thousand one hundred and forty-two euro (EUR 18,275,142.00):
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| 2 | ||
| a. |
the Company’s authorised share capital described in Article 4.1 shall immediately and automatically increase to an amount of ninety-one million three hundred and seventy-five thousand seven hundred and ten euro (EUR 91,375,710.00); and
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| b. |
the composition of the authorised share capital described in Article 4.2 shall immediately and automatically be adjusted, such that the authorised share capital shall be divided into:
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| a. |
three hundred and eighty million seven hundred and thirty-two thousand one hundred and twenty-five (380,732,125) ordinary shares; and
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| b. |
three hundred and eighty million seven hundred and thirty-two thousand one hundred and twenty-five (380,732,125) preferred shares,
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each having a nominal value of twelve eurocents (EUR 0.12).
This Article 34 shall lapse and shall no longer form part of these articles of association at
the moment immediately after the increase of the Company’s issued share capital as
described in the first sentence of this Article 34 shall have become effective.”.
FINAL STATEMENTS
Finally, the person appearing declared:
| A. |
that the Company’s issued capital amounts to eight million six hundred and seventy-five thousand one hundred and forty-three euro and eight eurocent (EUR 8,675,143.08), divided into seventy-two million two hundred and ninety-two thousand
eight hundred and fifty-nine (72,292,859) ordinary shares, with a nominal value of twelve eurocent (EUR 0.12) each; and
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| B. |
that the person appearing has been authorised by the abovementioned general meeting of shareholders to execute this deed.
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The person appearing is known to me, civil law notary.
This Deed was executed in Amsterdam on the date mentioned in its heading.
After I, civil law notary, had conveyed and explained the contents of the deed in substance to the person appearing, the person appearing declared to have taken note of the contents of the deed, to be in agreement with the contents and not to wish
them to be read out in full. Following a partial reading, the deed was signed by the person appearing and by me, civil law notary.
FAQ
Who did InflaRx (IFRX) appoint as external auditor for 2026?
InflaRx shareholders approved KPMG Accountants N.V. as external auditor for the company’s Dutch statutory annual accounts for the 2026 financial year. This authorization covers the audit of the statutory financial statements, continuing the company’s engagement with a recognized audit firm.
Which InflaRx (IFRX) directors were re-appointed at the AGM?
Shareholders re-appointed executive directors Niels Riedemann and Renfeng Guo, and non-executive directors Nicolas Fulpius, Richard Brudnick, and Hege Hellstrom. These approvals maintain continuity on both the executive and supervisory sides of the board’s composition for InflaRx N.V.
What changes to InflaRx (IFRX) articles of association were approved?
Shareholders approved amendments to the articles of association, including provisions referencing a transitional article that lapses once the aggregate nominal value of issued ordinary shares reaches EUR 18,275,142.00, with each ordinary share having a nominal value of EUR 0.12 under Dutch law.