Exhibit 99.1
 
INFLARX N.V.
 
UNAUDITED CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS – MARCH 31, 2025
 
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, Jena, Winzerlaer Str. 2
 
F-1
Index to unaudited condensed consolidated financial statements
for the three months ended March 31, 2025
 
Unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025 and 2024
F-3
Unaudited condensed consolidated statements of financial position as of March 31, 2025 and December 31, 2024
F-4
Unaudited condensed consolidated statements of changes in shareholders’ equity for the three months ended March 31, 2025 and 2024
F-5
Unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024
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-9
7.        Other income
F-9
8.        Net financial result
F-9
9.        Inventory
F-9
10.       Other assets
F-10
11.       Tax receivables
F-10
12.       Financial assets and financial liabilities
F-10
13.       Trade and other payables
F-11
14.       Cash and cash equivalents
F-12
15.       Equity
F-12
16.       Share-based payments
F-12
c)        Equity settled share-based payment arrangements
F-12
d)        Share-based payment expense recognized
F-13
e)        Share options exercised
F-14
17.        Protective foundation
F-14

F-2
InflaRx N.V. and subsidiaries
 
Unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025 and 2024
 
         
For the three months ended
March 31,
  
   
Note
    
2025
(unaudited)
    
2024
(unaudited)
  
         
(in €, except for share data)
  
Revenues
    
2
      
—
      
36,037
  
Cost of sales
    
3
      
(9,291
)
    
(220,521
)
Gross profit (loss)
            
(9,291
)
    
(184,484
)
Sales and marketing expenses
    
4
      
(1,457,978
)
    
(1,459,539
)
Research and development expenses
    
5
      
(7,016,336
)
    
(7,301,810
)
General and administrative expenses
    
6
      
(5,062,605
)
    
(3,579,150
)
Other income
    
7
      
541,098
      
36,323
  
Other expenses
            
(26
)
    
(30
)
Operating result
            
(13,005,139
)
    
(12,488,690
)
Finance income
    
8
      
493,764
      
908,426
  
Finance expenses
    
8
      
(4,086
)
    
(4,632
)
Foreign exchange result
    
8
      
(1,908,829
)
    
1,824,375
  
Other financial result
    
8
      
6,110,264
      
103,285
  
Income taxes
            
—
      
—
  
Income (loss) for the period
            
(8,314,027
)
    
(9,657,236
)
Other comprehensive income (loss) that may be reclassified to profit or loss in subsequent periods:
                        
Exchange differences on translation of foreign currency
            
(150,667
)
    
(25,538
)
Total comprehensive income (loss)
            
(8,464,694
)
    
(9,682,774
)
                         
Share information
                        
Weighted average number of shares outstanding
            
63,312,911
      
58,883,272
  
Income (loss) per share (basic/diluted)
            
(0.13
)
    
(0.17
)

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 March 31, 2025 and December 31, 2024
 
   
Note
    
March 31,
2025
(unaudited)
    
December 31,
2024
  
         
(in €)
  
ASSETS
                  
Non-current assets
                  
Property and equipment
          
246,577
      
256,280
  
Right-of-use assets
          
659,107
      
758,368
  
Intangible assets
          
54,136
      
50,781
  
Other assets
    
10
      
190,974
      
204,233
  
Financial assets
    
12
      
237,711
      
3,092,290
  
Total non-current assets
            
1,388,505
      
4,361,952
  
Current assets
                        
Inventories
    
9
      
6,895,371
      
6,897,666
  
Current other assets
    
10
      
5,548,032
      
5,103,402
  
Other assets from government grants and research allowance
    
10
      
5,614,632
      
5,081,772
  
Tax receivable
    
11
      
1,693,150
      
1,735,335
  
Other financial assets
    
12
      
18,573,783
      
34,462,352
  
Cash and cash equivalents
    
14
      
47,286,630
      
18,375,979
  
Total current assets
            
85,611,597
      
71,656,505
  
TOTAL ASSETS
            
87,000,103
      
76,018,457
  
                         
EQUITY AND LIABILITIES
                        
Equity
                        
Issued capital
    
15
      
8,129,656
      
7,122,205
  
Share premium
            
348,956,590
      
334,929,685
  
Other capital reserves
            
46,595,867
      
44,115,861
  
Accumulated deficit
            
(340,506,248
)
    
(332,192,221
)
Other components of equity
            
7,289,843
      
7,440,510
  
Total equity
            
70,465,707
      
61,416,039
  
Non-current liabilities
                        
Lease liabilities
            
295,444
      
399,066
  
Other liabilities
    
13
      
36,877
      
36,877
  
Total non-current liabilities
            
332,321
      
435,943
  
Current liabilities
                        
Trade and other payables
    
12
      
8,366,404
      
11,394,232
  
Lease liabilities
            
407,184
      
406,020
  
Employee benefits
            
714,489
      
2,064,678
  
Liabilities to warrant holders
            
6,366,158
      
—
  
Other liabilities
    
13
      
347,839
      
301,544
  
Total current liabilities
            
16,202,075
      
14,166,475
  
Total liabilities
            
16,534,396
      
14,602,417
  
TOTAL EQUITY AND LIABILITIES
            
87,000,103
      
76,018,457
  

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 three months ended March 31, 2025 and 2024
 
(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, 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
          
—
      
—
      
—
      
—
      
(8,314,027
)
    
—
      
(8,314,027
)
Exchange differences on
translation of foreign currency
          
—
      
—
      
—
      
—
      
—
      
(150,667
)
    
(150,667
)
Total comprehensive loss
          
—
      
—
      
—
      
—
      
(8,314,027
)
    
(150,667
)
    
(8,464,694
)
Issuance of ordinary shares
          
8,395,420
      
1,007,450
      
15,136,235
      
—
      
—
      
—
      
16,143,687
  
Transaction costs for ordinary shares
          
—
      
—
      
(1,109,330
)
    
—
      
—
      
—
      
(1,109,330
)
Equity-settled share-based payments
    
16
      
—
      
—
      
—
      
2,480,006
      
—
      
—
      
2,480,006
  
Balance as of March 31, 2025*
            
67,747,130
      
8,129,656
      
348,956,590
      
46,595,867
      
(340,506,248
)
    
7,289,843
      
70,465,708
  
                                                                 
Balance as of January 1, 2024
            
58,883,272
      
7,065,993
      
334,211,338
      
40,050,053
      
(286,127,819
)
    
7,382,166
      
102,581,730
  
Loss for the period
            
—
      
—
      
—
      
—
      
(9,657,236
)
    
—
      
(9,657,236
)
Exchange differences on
translation of foreign currency
            
—
      
—
      
—
      
—
      
—
      
(25,538
)
    
(25,538
)
Total comprehensive loss
            
—
      
—
      
—
      
—
      
(9,657,236
)
    
(25,538
)
    
(9,682,774
)
Equity-settled share-based payments
    
16
      
—
      
—
      
—
      
1,860,701
      
—
      
—
      
1,860,701
  
Balance as of March 31, 2024
            
58,883,272
      
7,065,993
      
334,211,338
      
41,910,754
      
(295,785,055
)
    
7,356,629
      
94,759,658
  
*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 three months ended March 31, 2025 and 2024
 
         
For the three months
ended March 31,
  
   
Note
    
2025
(unaudited)
    
2024
(unaudited)
  
         
(in €)
  
Operating activities
                  
Loss for the period
          
(8,314,027
)
    
(9,657,236
)
Adjustments for:
                      
Depreciation & amortization of property and equipment, right-of-use assets and intangible assets
          
113,801
      
123,949
  
Net finance income
    
8
      
(4,691,112
)
    
(2,831,454
)
Share-based payment expense
    
16
      
2,480,006
      
1,860,701
  
Net foreign exchange differences and other adjustments
   
     
972,608
      
(119,126
)
Changes in:
                        
Other assets from government grants and research allowances
            
(532,860
)
    
—
  
Other assets and trade receivables
    
10
      
(389,188
)
    
(161,789
)
Employee benefits
            
(1,350,189
)
    
(972,159
)
Other liabilities
    
13
      
46,295
      
62,417
  
Trade and other payables
    
13
      
(3,027,828
)
    
(4,366,605
)
Inventories
    
9
      
2,295
      
319,162
  
Interest received
    
10
      
678,717
      
875,990
  
Interest paid
    
10
      
(4,191
)
    
(2,214
)
Net cash used in operating activities
            
(14,015,672
)
    
(14,868,364
)
Investing activities
                        
Purchase of intangible assets, property and equipment
            
(10,446
)
    
(16,069
)
Purchase of current financial assets
            
—
      
(3,566,235
)
Proceeds from the maturity of financial assets
            
17,666,078
      
30,527,108
  
Net cash from / (used in) investing activities
            
17,655,632
      
26,944,804
  
Financing activities
                        
Proceeds from issuance of ordinary shares
            
16,143,686
      
—
  
Transaction costs from issuance of ordinary shares and pre-funded warrants
            
(1,949,998
)
    
—
  
Proceeds from pre-funded warrants
            
12,915,909
      
—
  
Repayment of lease liabilities
            
(100,097
)
    
(85,706
)
Net cash from / (used in) financing activities
            
27,009,268
      
(85,706
)
Net in-/ decrease in cash and cash equivalents
            
30,649,459
      
11,990,733
  
Effect of exchange rate changes on cash and cash equivalents
            
(1,738,808
)
    
344,381
  
Cash and cash equivalents at beginning of period
            
18,375,979
      
12,767,943
  
Cash and cash equivalents at end of period
    
14
      
47,286,630
      
25,103,058
  
 
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
 

 a)
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 focusing on applying its proprietary anti-C5a and 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. On April 4, 2023, the U.S. Food and Drug Administration, or “FDA” issued an Emergency Use Authorization, or “EUA” for GOHIBIC (vilobelimab), for the treatment of COVID-19 in critically ill, invasively mechanically ventilated hospitalized adults. In January 2025, the European Commission, or “EC” granted marketing authorization under exceptional circumstances for GOHIBIC (vilobelimab) for the treatment of adult patients with SARS-CoV-2-induced acute respiratory distress syndrome, or “ARDS” who are receiving systemic corticosteroids as part of standard of care and receiving invasive mechanical ventilation with or without extracorporeal membrane oxygenation. These consolidated financial statements of InflaRx comprise the Group.
 

 b)
Basis of preparation
 
These interim condensed consolidated financial statements for the three-month reporting period ended March 31, 2025, and 2024 have been prepared in accordance with IAS 34 Interim Financial Reporting. These condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements. 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, 2024 on Form 20–F.
 
The interim condensed consolidated financial statements were authorized for issue by the board of directors of the Company (the “Board of Directors”) on May 6, 2025.
 
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 have 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, 2024, except for the adoption of new standards effective as of January 1, 2025, as set out below. The Group has not adopted any other standard, interpretation or amendment that has been issued but is not yet effective early.
 
The following amendments were adopted effective January 1, 2025, 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
 
F-7

 •
IFRS 18 Presentation and Disclosure in Financial Statements
 

 c)
Pre-funded warrants issued in February 2025
 
Pre-funded warrants are largely paid upfront and are classified as a liability in “liabilities to warrant holders” in the statements of financial position due to the settlement provisions failing to meet the 'fixed for fixed' requirement in paragraph 16(b)(ii) of IAS 32. The pre-funded warrants are valued at their fair value with any resulting change in fair value recognized in “Other financial result” within the statements of operations and comprehensive loss. The pre-funded warrants can be exercised for ordinary shares upon a cashless exercise in accordance with the terms of the pre-funded warrant. These warrants are exercisable at any time without limitation. The fair value of pre-funded warrants is determined using a Black-Scholes valuation model and approximates the value of the underlying ordinary shares at the time of their valuation. Please also refer to notes 12 and 15 for additional information.
 

 2.
Revenues
 
   
For the three months
ended March 31,
  
   
2025
(unaudited)
    
2024
(unaudited)
  
         
(in €)
  
Revenues
    
—
      
36,037
  
Total
    
—
      
36,037
  

For the three months ended March 31, 2025 and 2024, the Company realized revenues from product sales of GOHIBIC (vilobelimab) in the amount of €0 thousand and €36 thousand, respectively.
 
Revenues reported are sales to end customers (hospitals). Sales to distributors do not constitute revenue for the Company under IFRS 15. All revenues are attributed to sales made in the United States.
 

 3.
Cost of sales
 
   
For the three months
ended March 31,
  
   
2025
(unaudited)
    
2024
(unaudited)
  
         
(in €)
  
Cost of sales
    
9,291
      
220,521
  
Total
    
9,291
      
220,521
  

For the three months ended March 31, 2025 and 2024, the Company’s cost of sales amounted to €9 thousand and €221 thousand, respectively. Cost of sales mainly consist of write-downs of inventories that will expire prior to their expected sales.
 

 4.
Sales and marketing expenses
 
During the three months ended March 31, 2025, the Group incurred €1.5 million (2024: €1.5 million) of sales and marketing expenses in the United States. These expenses are mainly composed of €0.6 million (2024: €0.3 million) in personnel costs and €0.2 million (2024: €0.7 million) in external services for distribution and €0.2 million (2024: €0.7 million) in marketing expenses of GOHIBIC (vilobelimab).
 

 5.
Research and development expenses
 
During the three months ended March 31, 2025, the Group incurred €7.0 million (2024: €7.3 million) of research and development expenses. These expenses are mainly composed of €2.7 million (2024: €2.4 million) in personnel costs and €4.0 million (2024: €4.1 million) in external services for the Group’s research and development projects.
 
F-8

 6.
General and administrative expenses
 
During the three months ended March 31, 2025, the Group incurred €5.1 million (2024: €3.6 million) of general and administration expenses. These expenses are mainly composed of €2.6 million (2024: €2.0 million) in personnel costs, €1.0 million (2024: €0.6 million) in legal, consulting and audit fees, €1.5 million (2024: €1.0 million) in other general and administrative expenses.
 

 7.
Other income
 
Other income for the three months ended March 31, 2025 amounted to €541.1 thousand (2024: €36.3 thousand), related to eligible expenses incurred from research allowances during the period. During the first three months ended March 31, 2024, the Group has not recorded other income from research allowances.
 

 8.
Net financial result
 
   
For the three months
ended March 31,
  
   
2025
(unaudited)
    
2024
(unaudited)
  
         
(in €)
  
             
Interest income
    
493,764
      
908,426
  
Interest expenses
    
(443
)
    
(439
)
Interest on lease liabilities
    
(3,643
)
    
(4,193
)
Financial result
    
489,678
      
903,794
  
                 
Foreign exchange income
    
1,229,009
      
2,049,582
  
Foreign exchange expense
    
(3,137,838
)
    
(225,207
)
Foreign exchange result
    
(1,908,829
)
    
1,824,375
  
Result of expected credit loss adjustment on marketable securities
    
—
      
103,285
  
Result from the revaluation of pre-funded warrants at fair value
    
6,110,264
      
—
  
Other financial result
    
6,110,264
      
103,285
  
Net financial result
    
4,691,112
      
2,831,454
  

Net financial result increased by €1.9 million to a gain of €4.7 million for the three months ended March 31, 2025 from a gain of €2.8 million for the three months ended March 31, 2024. This increase is mainly attributable to the fair value revaluation of pre-funded warrants issued in February 2025 in the amount of €6.1 million, and is partly offset by a decrease of the foreign exchange result by €3.7 million due to the weakening of the U.S. dollar and by a decrease of the financial result by €0.4 million due to lower interest income on marketable securities, in each case, compared to the three months ended March 31, 2024.
 

 9.
Inventory
 
   
As of
March 31, 2025
(unaudited)
    
As of
December 31, 2024
  
   
(in €)
  
             
Raw material and supplies
    
82,087
      
82,087
  
Unfinished goods
    
6,758,952
      
6,758,952
  
Finished goods
    
54,332
      
56,627
  
Total
    
6,895,371
      
6,897,666
  

As of March 31, 2025, inventory is nearly unchanged compared to December 31, 2024
 
F-9

 10.
Other assets
 
   
As of
March 31, 2025
(unaudited)
    
As of
December 31, 2024
  
   
(in €)
  
Non-current other assets
            
Prepaid expenses
    
190,974
      
204,233
  
Total
    
190,974
      
204,233
  
Current other assets
                
Prepayments on research & development projects
    
4,290,839
      
4,628,878
  
Prepaid expenses
    
1,162,012
      
354,948
  
Others
    
95,181
      
119,576
  
Total
    
5,548,032
      
5,103,402
  
Total other assets
    
5,739,006
      
5,307,635
  
                 
Other assets from research allowances
                
Current other assets from research allowances
    
5,614,632
      
5,081,772
  
Other assets from research allowances
    
5,614,632
      
5,081,772
  

As of March 31, 2025, prepayments on research and development projects amounted to €4.3 million compared to €4.6 million as of December 31, 2024, and consist of prepayments on CRO and CDMO contracts.
 
Prepaid expenses consist mainly of prepaid D&O insurance expense for the year 2025, which will be recognized into general and administrative expenses pro rata over the year.
 
As of March 31, 2025, other assets from research allowances were €5.6 million compared to €5.1 million as of December 31, 2024, which represent reimbursements the Company qualifies for under the German Research Allowance Act. The increase is due to additional receivables recognized for eligible expenses incurred in the three months ended March 31, 2025.
 

 11.
Tax receivables
 
As of March 31, 2025, tax receivables amounted to €1.7 million compared to €1.7 million as of December 31, 2024.
 

 12.
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 March 31, 2025 and December 31, 2024:
 
F-10
   
As of
March 31, 2025
(unaudited)
    
As of
December 31, 2024
  
   
(in €)
  
Financial assets at amortized cost
            
Non-current financial assets
    
237,711
      
3,092,290
  
Thereof marketable securities
    
—
      
2,854,405
  
Current financial assets
    
18,573,783
      
34,462,352
  
Thereof marketable securities
    
18,390,455
      
33,969,390
  
Financial liabilities at amortized cost
                
Trade and other payables
    
8,538,238
      
11,549,150
  
                 
Financial liabilities at fair value
                
Liabilities to warrant holders
    
6,366,158
      
—
  

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 March 31, 2025, the fair value of the warrants amounted to €6.4 million.
 
As of March 31, 2025, the fair value of current and non-current financial assets (primarily quoted debt securities) amounted to €18.8 million (as of December 31, 2024 €37.6 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 March 31, 2025, current and non-current financial assets decreased by €18.7 million to €18.8 million compared to €37.6 million of December 31, 2024. The decrease is mainly due to the maturity of financial assets, and their subsequent reinvestment into interest bearing bank deposits, which are accounted for as part of cash and cash equivalents.
 
As of March 31, 2025, trade and other payables decreased by €3.0 million to €8.5 million compared to €11.5 million as of December 31, 2024. As of December 31, 2024 the Company temporarily had higher trade payables from CDMO’s, that arose in connection with the manufacturing of commercial products.
 

 13.
Trade and other payables
 
   
As of
March 31, 2025
(unaudited)
    
As of
December 31, 2024
  
   
(in €)
  
             
Accrued liabilities from R&D projects
    
5,486,874
      
6,609,925
  
Accrued liabilities from commercial activities
    
132,600
      
69,250
  
Accounts payable
    
1,414,098
      
3,413,064
  
Other accrued liabilities and payables
    
1,680,671
      
1,603,538
  
Total
    
8,714,243
      
11,695,777
  

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.
 
F-11

 14.
Cash and cash equivalents
 
   
As of
March 31, 2025
(unaudited)
    
As of
December 31, 2024
  
   
(in €)
  
Short-term deposits
            
Deposits held in U.S. dollars
    
39,480,125
      
13,408,478
  
Deposits held in euros
    
800,000
      
700,000
  
Total
    
40,280,125
      
14,108,478
  
Cash at banks
                
Cash held in U.S. dollars
    
6,406,362
      
2,805,655
  
Cash held in euros
    
600,144
      
1,461,847
  
Total
    
7,006,506
      
4,267,501
  
Total cash and cash equivalents
    
47,286,630
      
18,375,979
  

As of March 31, 2025, cash and cash equivalents increased by €28.9 million to €47.3 million compared to €18.4 million as of December 31, 2024. The increase is mainly due to a public offering in February 2025 with net proceeds in the amount of €26.8 million ($28.0 million). Certain financial assets having reached their maturity, and the subsequent reinvestment into interest bearing bank deposits, which are classified as cash and cash equivalents.
 

 15.
Equity
 
On June 30, 2023, the Company filed a Form F-3, or the 2023-Registration Statement, with the Securities 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 may offer and sell under this prospectus will not exceed $250.0 million. In June 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 $75.0 million of our ordinary shares over time pursuant a sales agreement with Leerink Partners LLC, or the Sales Agreement.
 
In the three months ended March 31, 2025, we issued 145,420 ordinary shares under our ATM program, resulting in $353 thousand in net proceeds. Following this issuance under the ATM program, the remaining value authorized for sale under the ATM program is $73.6 million.
 
In February 2025, the Company completed an underwritten public offering of 8,250,000 ordinary shares at a public offering price of $2.00 per ordinary share and, in lieu of ordinary shares to certain investors, pre-funded warrants to purchase 6,750,000 ordinary shares. The public offering price for each pre-funded warrant was equal to the price per share at which the ordinary shares were sold to the public, minus $0.001, which is the exercise price of each pre-funded warrant. The warrants are only exercisable by cashless exercise; the amount of ordinary shares to be received upon cashless exercise of such warrants is dependent on the Company’s market share price at the time of exercise. The net proceeds from the offering were €26.8 million ($28.0 million). The warrants have an indefinite expiration and are fully or partly exercisable at any time.
 

 16.
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
  
2025
    
2024
  
Outstanding as of January 1,
    
148,433
      
148,433
  
Exercised during the three months ended March 31
    
—
      
—
  
Outstanding as of March 31,
    
148,433
      
148,433
  
thereof vested / exercisable
    
148,433
      
148,433
  

F-12
Under the terms and conditions of the 2015 Stock Option Plan, 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:
 
Number of share options
  
2025
    
2024
  
Outstanding as of January 1,
    
888,632
      
888,632
  
Exercised during the three months ended March 31
    
—
      
—
  
Outstanding as of March 31,
    
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. Certain stock options granted between 2017 and 2020 were issued with an eight-year option term and during the three months ended March 31, 2025, were extended to an option term of ten years. The total number of share options granted during the three months ended March 31, 2025 under the 2017 LTIP was as follows:
 
Number of share options
  
2025
    
2024
  
Outstanding as of January 1,
    
8,905,446
      
6,584,946
  
Granted during the three months ended March 31,
    
2,452,000
      
2,275,000
  
Exercised during the three months ended March 31,
    
—
      
—
  
Forfeited during the three months ended March 31,
    
(110,500
)
    
(7,000
)
Outstanding as of March 31,
    
11,246,946
      
8,852,946
  
thereof vested / exercisable
    
8,772,946
      
5,986,946
  

The number of share options granted during the three months ended March 31, 2025 under the 2017 LTIP was as follows:
 
Share options granted
2025
  
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
(interpola
ted, U.S.
sovereign
strips
curve)
  
                                                 
January 03
    
2,452,000
    
$
1.86
      
0.971
    
€
1.81
    
$
2.41
      
0.97
      
5.50
      
4.435
%
     
2,452,000
                                                          

Of the 2,452,000 options granted in the three months ended March 31, 2025 (ended March 31, 2024: 2,275,000), 1,700,000 options (March 31, 2024: 1,615,000) were granted to members of the executive management or Board of Directors.
 
Expected dividends are nil for all share options listed above.
 

 b)
Share-based payment expense recognized
 
For the three months ended March 31, 2025, the Company has recognized €2.5 million (2024: €1.8 million) of share-based payment expense in the statements of operations and comprehensive loss including €356 thousand (ended March 31, 2024: nil) for the extension of option for the eight year option terms 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

 c)
Share options exercised
 
During the three months ended March 31, 2025, no shares (2024: nil) were issued upon the exercise of share options, resulting in no proceeds to the Company (ended March 31, 2024: nil).
 

 17.
Protective foundation
 
According to the articles of association of the Company, up to 147,200,000 ordinary shares and up to 147,200,000 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.
 
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 the 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 others than the protective foundation, minus one share. 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 three months ended March 31, 2025, the Company expensed €15 thousand (2024: €13 thousand) of ongoing costs to reimburse expenses incurred by the protective foundation.
 

F-14