Inflarx N.V. (Exact Name of Registrant As Specified in Its Charter)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number: 001-38283 InflaRx N.V. (Exact name of Registrant as specified in its charter) The Netherlands (Jurisdiction of incorporation or organization) Winzerlaer Str. 2 07745 Jena, Germany (+49) 3641 508 180 (Address of principal executive offices) Dr. Thomas Taapken, Chief Financial Officer Tel: (+49) 89 4141 897 800 Fraunhoferstr. 22, 82152 Planegg-Martinsried, Germany (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Copies to: Sophia Hudson Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Phone: (212) 446-4750 Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Shares, nominal value €0.12 per share IFRX The NASDAQ Stock Market LLC Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. The number of outstanding common shares as of December 31, 2020 was 28,228,415. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☐ Accelerated Filer ☒ Non-accelerated Filer ☐ Emerging growth company ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attention to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ☐ U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ InflaRx N.V. TABLE OF CONTENTS Page FORWARD-LOOKING STATEMENTS 4 ENFORCEMENT OF JUDGMENTS 5 PART I 6 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 6 A. Directors and senior management 6 B. Advisers 6 C. Auditors 6 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 6 A. Offer statistics 6 B. Method and expected timetable 6 ITEM 3. KEY INFORMATION 6 A. Capitalization and indebtedness 6 B. Reasons for the offer and use of proceeds 6 C. Risk factors 7 ITEM 4. INFORMATION ON THE COMPANY 57 A. History and development of the company 57 B. Business Overview 58 C. Organizational structure 95 D. Property, plant and equipment 95 ITEM 4A. UNRESOLVED STAFF COMMENTS 96 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 96 A. Operating results 96 B. Liquidity and capital resources 102 C. Research and development, patents and licenses, etc. 105 D. Trend information 105 E. Off-balance sheet arrangements 105 F. Safe harbor 105 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 106 A. Directors and senior management 106 B. Compensation 108 C. Board practices 111 D. Employees 113 E. Share ownership 113 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 114 A. Major shareholders 114 B. Related party transactions 116 C. Interests of Experts and Counsel 116 ITEM 8. FINANCIAL INFORMATION 117 A. Consolidated statements and other financial information 117 B. Significant changes 117 ITEM 9. THE OFFER AND LISTING 118 A. Offering and listing details 118 B. Plan of distribution 118 C. Markets 118 D. Selling shareholders 118 E. Dilution 118 F. Expenses of the issue 118 ITEM 10. ADDITIONAL INFORMATION 119 A. Share capital 119 B. Memorandum and articles of association 119 C. Material contracts 119 i D. Exchange controls 119 E. Taxation 119 F. Dividends and paying agents 135 G. Statement by experts 135 H. Documents on display 135 I. Subsidiary information 135 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 136 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 136 A. Debt securities 136 B. Warrants and rights 136 C. Other securities 136 D. American Depositary Shares 136 PART II 137 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 137 A. Defaults 137 B. Arrears and delinquencies 137 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 137 A. Material modifications to instruments 137 B. Material modifications to rights 137 C. Withdrawal or substitution of assets 137 D. Change in trustees or paying agents 137 E. Use of Proceeds 137 ITEM 15. CONTROLS AND PROCEDURES 139 A. Disclosure Controls and Procedures 139 B. Management’s Annual Report on Internal Control over Financial Reporting 139 C. Attestation Report of the Registered Public Accounting Firm 139 D. Changes in Internal Control over Financial Reporting 139 ITEM 16. RESERVED 139 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 139 ITEM 16B. CODE OF ETHICS 139 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 139 A. Audit Fees 139 B. Audit-Related Fees 140 C. Tax Fees 140 D. All Other Fees 141 E. Audit Committee’s Pre-Approval Policies and Procedures 141 F. Audit Work Performed by Other Than Principal Accountant if Greater than 50% 141 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 141 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 141 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 141 ITEM 16G. CORPORATE GOVERNANCE 142 ITEM 16H. MINE SAFETY DISCLOSURE 142 PART III 143 ITEM 17. FINANCIAL STATEMENTS 143 ITEM 18. FINANCIAL STATEMENTS 143 ITEM 19. Exhibits 143 Index to Consolidated Financial Statements F-1 ii Table of Contents Unless otherwise indicated or the context otherwise requires, all references in this Annual Report on Form 20-F, or this Annual Report, to “InflaRx N.V.,” “InflaRx,” the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to InflaRx N.V. and its subsidiaries. Presentation of Financial Statements We report in Euros under International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB. We have made rounding adjustments to some of the figures included in this Annual Report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. In this Annual Report, unless otherwise indicated, translations from U.S. dollars to Euros (and vice versa) relating to payments made on or before December 31, 2020 were made at the rate in effect at the time of the relevant payment. The terms “$” or “dollar” refer to U.S. dollars, and the terms “€” or “Euro” refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended. Industry and Other Data We obtained the industry, statistical and market data in this Annual Report from our own internal estimates and research as well as from industry and general publications and research, surveys and studies conducted by third parties.