InflaRx N.V. ownership disclosure: TCG Crossover III entities and Chen Yu report shared beneficial ownership of 14,500,000 shares of Ordinary Shares, representing 9.8% of the class. The filing states 147,292,859 shares outstanding as of May 7, 2026, following an underwritten offering that closed on that date.
The shares are held of record by TCG Crossover III; voting and dispositive power is shared among TCG Crossover GP III and Chen Yu as described in the cover comments. The joint filing agreement and customary disclaimers of group status are included.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed by TCG Crossover III and affiliated entities.
The statement reports shared beneficial ownership of 14,500,000 shares, equal to 9.8% of the outstanding Ordinary Shares as of May 7, 2026. The position is recorded as held of record by TCG Crossover III with shared voting and dispositive power attributed to the general partner and managing member.
Future trading or disposition is not described here; subsequent filings would show any changes to this ownership. Cash‑flow treatment and plans for these holdings are not stated in the provided excerpt.
Joint filing clarifies governance attribution and disclaimers.
The cover comments explain the general partner relationship: TCG Crossover GP III is the GP of TCG Crossover III, and Chen Yu is the sole managing member. The Reporting Persons disclaim status as a group under the applicable rule and include a joint filing agreement as Exhibit 1.
For governance analysis, note the filing attributes shared voting and dispositive power; any effect on control or board influence would depend on subsequent disclosures or transactions.
Key Figures
Shares held (shared beneficial ownership):14,500,000 sharesPercent of class:9.8%Shares outstanding:147,292,859 shares
3 metrics
Shares held (shared beneficial ownership)14,500,000 sharesReported shared ownership by TCG Crossover III entities and Chen Yu
Percent of class9.8%Percentage of Ordinary Shares outstanding as reported in the filing
Shares outstanding147,292,859 sharesOutstanding shares as of May 7, 2026, following the Offering
Key Terms
shared dispositive power, held of record, joint filing agreement
3 terms
shared dispositive powerfinancial
"shared dispositive power 14,500,000.00 9 14,500,000.00"
held of recordregulatory
"These securities are held of record by TCG Crossover III"
joint filing agreementregulatory
"The agreement among the Reporting Persons to file jointly ... is attached as Exhibit 1"
TCG Crossover III reports shared beneficial ownership of 14,500,000 shares, representing 9.8% of Ordinary Shares. This percentage is based on 147,292,859 shares outstanding as of May 7, 2026 stated in the filing.
Who is reported to hold voting or dispositive power over these IFRX shares?
The filing states voting and dispositive power is shared among TCG Crossover III, its general partner TCG Crossover GP III, and Chen Yu as sole managing member, per the cover comments.
Does the filing indicate whether these shares were acquired in a recent offering?
The filing references an underwritten offering that closed on May 7, 2026 and ties the outstanding share count to that event; acquisition timing or transaction details for the reported holdings are not provided in the excerpt.
Does the joint statement create a voting group among the reporting persons?
The Reporting Persons expressly disclaim status as a group for purposes of the rule and attach a joint filing agreement as Exhibit 1. The filing includes customary disclaimers about beneficial ownership limits and pecuniary interest.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
InflaRx N.V.
(Name of Issuer)
Ordinary Shares, nominal value (euro)0.12 per share
(Title of Class of Securities)
N44821101
(CUSIP Number)
05/07/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
N44821101
1
Names of Reporting Persons
TCG Crossover GP III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,500,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover III (as defined in Item 2(a) below). TCG Crossover GP III (as defined in Item 2(a) below) is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 147,292,859 shares of Common Stock outstanding as of May 7, 2026, following the underwritten offering that closed on May 7, 2026 (the Offering), as reported by the Issuer (as defined in Item 1(a) below) in its prospectus filed with the United States Securities and Exchange Commission (the Commission) on May 7, 2026 (the Prospectus).
SCHEDULE 13G
CUSIP Number(s):
N44821101
1
Names of Reporting Persons
TCG Crossover Fund III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,500,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover III. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 147,292,859 shares of Common Stock outstanding as of May 7, 2026, following the Offering, as reported by the Issuer in the Prospectus.
SCHEDULE 13G
CUSIP Number(s):
N44821101
1
Names of Reporting Persons
Chen Yu
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,500,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover III. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 147,292,859 shares of Common Stock outstanding as of May 7, 2026, following the Offering, as reported by the Issuer in the Prospectus.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
InflaRx N.V.
(b)
Address of issuer's principal executive offices:
Winzerlaer Str. 2, Jena, Germany 07745
Item 2.
(a)
Name of person filing:
This joint statement on Schedule 13G is being filed by TCG Crossover Fund III, L.P. (TCG Crossover III), TCG Crossover GP III, LLC (TCG Crossover GP III, and together with TCG Crossover III, the Reporting Entities) and Chen Yu (the Reporting Individual). The Reporting Entities and the Reporting Individual are collectively referred to as the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 245 Lytton Ave., Suite 350, Palo Alto, CA 94301.
(c)
Citizenship:
TCG Crossover GP III is a limited liability company organized under the laws of the State of Delaware. TCG Crossover III is a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.
(d)
Title of class of securities:
Ordinary Shares, nominal value (euro)0.12 per share
(e)
CUSIP Number(s):
N44821101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Row 9 of the cover page for each Reporting Person and the corresponding comments.
(b)
Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding comments.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreement of TCG Crossover III and the limited liability company agreement of TCG Crossover GP III, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
