424B5 1 ny20072539x2_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-273058

PROSPECTUS SUPPLEMENT

(To Prospectus dated July 11, 2023)

InflaRx N.V.

75,000,000 Ordinary Shares

This prospectus supplement relates to the offer and sale of 75,000,000 ordinary shares, nominal value €0.12 per share.

Our ordinary shares trade on the Nasdaq Global Market, or Nasdaq, under the trading symbol “IFRX.” On May 5, 2026, the last sale price of our ordinary shares as reported on Nasdaq was $1.97 per share.

Investing in our ordinary shares involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectus supplement, on page 7 of the accompanying prospectus and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

(1)	See “Underwriting” for details regarding underwriting compensation payable to the underwriters in connection with this offering.

Delivery of the ordinary shares is expected to be made on or about May 7, 2026.

Lead Book-Running Manager

Guggenheim Securities

Book-Running Managers


Oppenheimer & Co.			LifeSci Capital

Co-Lead Managers


Raymond James			Needham & Company

Co-Managers


H.C. Wainwright & Co.			Lucid Capital Markets

The date of this prospectus supplement is May 6, 2026.


			Page
PRESENTATION OF FINANCIAL INFORMATION			S-ii
TRADEMARKS			S-iii
ABOUT THIS PROSPECTUS SUPPLEMENT			S-iv
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-v
PROSPECTUS SUPPLEMENT SUMMARY			S-1
RISK FACTORS			S-6
USE OF PROCEEDS			S-9
DIVIDEND POLICY			S-10
CAPITALIZATION			S-11
DILUTION			S-12
MATERIAL DUTCH TAX CONSIDERATIONS			S-13
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			S-19
DESCRIPTION OF THE SECURITIES WE ARE OFFERING			S-25
UNDERWRITING			S-26
LEGAL MATTERS			S-32
EXPERTS			S-33
WHERE YOU CAN FIND MORE INFORMATION			S-34
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			S-35


			Page
ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			2
INFLARX N.V.			4
RISK FACTORS			7
USE OF PROCEEDS			8
CAPITALIZATION			9
DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION			10
COMPARISON OF DUTCH CORPORATE LAW AND OUR ARTICLES OF ASSOCIATION AND U.S. CORPORATE LAW			16
DESCRIPTION OF DEBT SECURITIES			26
DESCRIPTION OF WARRANTS			30
DESCRIPTION OF PURCHASE CONTRACTS			31
DESCRIPTION OF UNITS			32
FORMS OF SECURITIES			33
PLAN OF DISTRIBUTION			35
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			37
ENFORCEMENT OF CIVIL LIABILITIES			38
EXPENSES			39
LEGAL MATTERS			40
EXPERTS			40


	As of March 31, 2026
	Actual (unaudited)	As Adjusted (unaudited)
(in thousands of €)
Cash and cash equivalents⁽¹⁾	14,994	137,127
Liabilities to warrant holders	5,251	5,251
Equity
Issued capital⁽²⁾	8,675	17,675
Share premium	354,976	468,109
Other capital reserves	49,502	49,502
Accumulated deficit	(383,419)	(383,419)
Other components of equity	7,156	7,156
Total equity	36,890	159,023
Total capitalization	36,890	159,023


Public offering price per share	$2.00	€1.74
Net tangible book value per share as of March 31, 2026	$0.57	€0.50
Increase in net tangible book value per share attributable to investors purchasing ordinary shares in this offering	$0.66	€0.57
As adjusted net tangible book value per share as of March 31, 2026 after giving effect to this offering	$1.23	€1.07
Dilution per share to investors purchasing ordinary shares in this offering	$0.77	€0.67


Underwriter			Number of Ordinary Shares
Guggenheim Securities, LLC			39,750,000
Oppenheimer & Co. Inc.			12,750,000
LifeSci Capital LLC			11,250,000
Raymond James & Associates, Inc.			3,750,000
Needham & Company, LLC			3,000,000
H.C. Wainwright & Co., LLC			2,250,000
Lucid Capital Markets, LLC			2,250,000
Total			75,000,000


			Amount To Be Paid
SEC registration fee			$27,550
Transfer agent and trustee fees			*
Legal fees and expenses			*
Accounting fees and expenses			*
Printing expenses			*
Miscellaneous			*
Total			$ ^*

Public offering price

$150,000,000

Underwriting discount⁽¹⁾

$9,000,000

Proceeds, before expenses, to us

$141,000,000

SEC Form 424B5 filed by InflaRx N.V.