InflaRx Announces Public Offering of Ordinary Shares and Pre-Funded Warrants

Rhea-AI Summary

InflaRx N.V. (IFRX) has announced the commencement of an underwritten public offering of ordinary shares and pre-funded warrants. The pre-funded warrants will be priced at the public offering price minus $0.001, which will be their exercise price. Guggenheim Securities, is serving as the book-running manager for the offering.

The company plans to grant underwriters a 30-day option to purchase additional ordinary shares at the public offering price, less underwriting discount. The net proceeds will be used to fund clinical development of pipeline candidates, including vilobelimab and INF904, and for general corporate purposes.

The offering is being made under a shelf registration statement declared effective by the SEC on July 11, 2023. The final terms will be disclosed in a final prospectus supplement to be filed with the SEC.

Positive

• Potential funding for clinical development of pipeline candidates vilobelimab and INF904
• Flexibility in raising capital through both shares and pre-funded warrants

Negative

• Potential dilution for existing shareholders
• Uncertainty regarding the offering size and terms
• Market-dependent completion risk

Insights

Financial Analyst

This public offering represents a important financing event for InflaRx, employing a sophisticated dual-structure approach with both ordinary shares and pre-funded warrants. The use of pre-funded warrants (exercise price of $0.001) is particularly noteworthy as it provides immediate access to capital while offering certain investors more flexible entry points and potential tax advantages.

The strategic timing of this capital raise aligns with InflaRx's clinical development needs, particularly for vilobelimab and INF904. The selection of Guggenheim Securities as the book-running manager is significant, as they have a strong track record in biotech offerings and typically indicate institutional investor interest. The 30-day underwriter option suggests confidence in potential market demand.

Several key implications emerge from this financing:

• The offering will inevitably lead to dilution for existing shareholders, though the magnitude depends on the final size and pricing
• The inclusion of pre-funded warrants suggests a sophisticated investor base, as these instruments are typically preferred by institutional investors for their flexibility in timing and tax treatment
• The capital raise strengthens InflaRx's negotiating position for potential partnerships or licensing deals by extending their operational runway
• The timing indicates a strategic move to secure funding while market conditions permit, rather than waiting until cash reserves are depleted

The structure of this offering, particularly the warrant component, reflects current biotech market dynamics where investors seek downside protection while maintaining upside potential. This financing approach, while dilutive, provides InflaRx with essential capital to advance its clinical programs without immediate dependence on partnership deals or additional fundraising rounds.

JENA, Germany, Feb. 13, 2025 (GLOBE NEWSWIRE) -- InflaRx N.V. (Nasdaq: IFRX) (the “Company”), a biopharmaceutical company pioneering anti-inflammatory therapeutics targeting the complement system, announced today that it has commenced an underwritten public offering of ordinary shares of the Company, and in lieu of ordinary shares to certain investors, pre-funded warrants to purchase the Company’s ordinary shares. The purchase price of each pre-funded warrant will equal the price per share at which ordinary shares are being sold to the public in this offering, minus $0.001, which will be the exercise price of each pre-funded warrant. All ordinary shares and pre-funded warrants in the offering are to be sold by the Company. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering.

The Company expects to grant the underwriters a 30-day option to purchase additional ordinary shares at the public offering price, less the underwriting discount.

The Company intends to use the net proceeds from the offering primarily to fund clinical development of its pipeline candidates, including vilobelimab and INF904, and for general corporate purposes. 

Guggenheim Securities, LLC is serving as book-running manager for the proposed offering.

A shelf registration statement relating to the ordinary shares and pre-funded warrants being sold in this offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 11, 2023. The offering will be made only by means of a prospectus and prospectus supplement. A preliminary prospectus supplement and accompanying prospectus related to the offering have been filed with the SEC and are available at the SEC’s website located at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus related to the offering may be obtained by contacting Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, New York, NY 10017, by telephone at (212) 518-9544 or by email at GSEquityProspectusDelivery@guggenheimpartners.com. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About InflaRx N.V.:

InflaRx (Nasdaq: IFRX) is a biopharmaceutical company pioneering anti-inflammatory therapeutics by applying its proprietary anti-C5a and anti-C5aR technologies to discover, develop and commercialize highly potent and specific inhibitors of the complement activation factor C5a and its receptor C5aR. C5a is a powerful inflammatory mediator involved in the progression of a wide variety of inflammatory diseases. InflaRx’s lead product candidate, vilobelimab, is a novel, intravenously delivered, first-in-class, anti-C5a monoclonal antibody that selectively binds to free C5a and has demonstrated disease-modifying clinical activity and tolerability in multiple clinical studies in different indications. InflaRx is also developing INF904, an orally administered small molecule inhibitor of the C5a receptor. InflaRx was founded in 2007, and the group has offices and subsidiaries in Jena and Munich, Germany, as well as Ann Arbor, MI, USA. For further information, please visit www.inflarx.com.

InflaRx GmbH (Germany) and InflaRx Pharmaceuticals, Inc. (USA) are wholly owned subsidiaries of InflaRx N.V. (together, InflaRx).

Contacts:

InflaRx N.V.
Jan Medina, CFA
Vice President, Head of Investor Relations
Email: IR@inflarx.de 

MC Services AG
Katja Arnold, Laurie Doyle, Dr. Regina Lutz
Email: inflarx@mc-services.eu
Europe: +49 89-210 2280
US: +1-339-832-0752

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements, which are often indicated by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “estimate,” “believe,” “predict,” “potential” or “continue,” among others. Forward-looking statements appear in a number of places throughout this release and may include statements regarding our intentions, beliefs, projections, outlook, analyses, current expectations and the risks, uncertainties and other factors described under the heading “Risk Factors” and “Cautionary statement regarding forward looking statements” in our periodic filings with the SEC. These statements speak only as of the date of this press release and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements, and we assume no obligation to update these forward-looking statements, even if new information becomes available in the future, except as required by law.

FAQ

What is the purpose of InflaRx's (IFRX) public offering announced on February 13, 2025?

The offering aims to raise funds primarily for clinical development of pipeline candidates, including vilobelimab and INF904, and for general corporate purposes.

What types of securities are being offered in IFRX's February 2025 public offering?

InflaRx is offering ordinary shares and pre-funded warrants, with the warrants priced at the public offering price minus $0.001.

Who is the book-running manager for IFRX's 2025 public offering?

Guggenheim Securities, is serving as the book-running manager for the proposed offering.

What option is being granted to the underwriters in IFRX's public offering?

The underwriters are being granted a 30-day option to purchase additional ordinary shares at the public offering price, less the underwriting discount.

When was IFRX's shelf registration statement for this offering declared effective?

The shelf registration statement was declared effective by the SEC on July 11, 2023.