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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of April 2024
Commission File Number: 001-38283
InflaRx N.V.
(Translation of registrant’s name into English)
Winzerlaer Str. 2
07745 Jena, Germany
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFLARX N.V.
Results of Annual General Meeting of Shareholders
On April 25, 2024, InflaRx N.V. (the “Company”) held its Annual General Meeting of Shareholders (the “Annual General Meeting”). The final results of each of the agenda items submitted to a vote of the shareholders are as follows:
Agenda Item 3. Adoption of Dutch statutory annual accounts for the financial year ended December 31, 2023.
The Company shareholders approved the adoption of Dutch statutory annual accounts for the financial year ended December 31, 2023.
Agenda Item 5. Instruction to Ernst & Young Accountants LLP for the external audit of the Company’s statutory annual accounts for the financial year 2024.
The Company shareholders approved the instruction to Ernst & Young Accountants LLP for the external audit of the Company’s statutory annual accounts for the financial year 2024.
Agenda Item 6. Release from liability for the Company’s directors with respect to the performance of their duties during the financial year ended December 31, 2023.
The Company shareholders approved the release from liability for the Company’s directors with respect to the performance of their duties during the financial year ended December 31, 2023.
Agenda Item 7. Re-appointment of Mr. Mark Kübler as non-executive director of the Company.
The Company shareholders approved the re-appointment of Mr. Mark Kübler as non-executive director of the Company.
Agenda Item 8. Re-appointment of Mr. Anthony Gibney as non-executive director of the Company.
The Company shareholders approved the re-appointment of Mr. Anthony Gibney as non-executive director of the Company.
Agenda Item 9. Extension of authorization for the Company’s board of directors (the “Board”) to issue shares and grant rights to subscribe for shares.
The Company shareholders approved the extension of authorization for the Board to issue shares and grant rights to subscribe for shares.
Agenda Item 10. Extension of authorization for the Board to limit and exclude pre-emption rights.
The Company shareholders approved the extension of authorization for the Board to limit and exclude pre-emption rights.
Agenda Item 11. Extension of authorization for the Board to acquire shares and depository receipts for shares in the Company’s capital.
The Company shareholders approved the extension of authorization for the Board to acquire shares and depository receipts for shares in the Company’s capital.
Agenda Item 12. Amendment to the Company’s articles of association.
The Company shareholders approved the amendment to the Company’s articles of association.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| INFLARX N.V. | ||
| Date: April 25, 2024 | By: | /s/ Niels Riedemann |
| Name: | Niels Riedemann | |
| Title: | Chief Executive Officer | |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Deed of Amendment to the Articles of Association, dated April 25, 2024. |
3
Exhibit 99.1
This is a translation into English of the deed of amendment to the articles of association of a public limited liability company under Dutch law. In the event of a conflict between the English and Dutch texts, the Dutch text shall prevail.
DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATION OF INFLARX N.V.
On this, on the twenty-fifth day of April two thousand and twenty-four, appeared before me, Sanne Florentine Mesu, candidate civil law notary, hereinafter referred to as “civil law notary”, acting as deputy of Paul Cornelis Simon van der Bijl, civil law notary in Amsterdam:
Leanne Meurs, born in Stad Delden, on the seventeenth day of February nineteen hundred and ninety-six, working at the offices of NautaDutilh N.V. located at Beethovenstraat 400, 1082 PR Amsterdam.
The person appearing before me declared that the general meeting of shareholders of InflaRx N.V., a public limited liability company (naamloze vennootschap) under Dutch law, having its corporate seat in Amsterdam, the Netherlands (address: Winzerlaer Strasse 2, 07745 Jena, Germany, trade register number: 68904312) (the “Company”), held at Amsterdam, the Netherlands, on the twenty-fifth day of April two thousand and twenty-four has resolved to partially amend the Company’s articles of association (the “Articles of Association”).
The Articles of Association were most recently amended by a deed executed on the twenty-fifth day of August two thousand and twenty-one before Paul Cornelis Simon van der Bijl, aforementioned civil law notary.
Further to this resolution the person appearing stated that the Articles of Association are amended as follows:
| I. | Article 4 paragraph 1 will be: |
| “4.1 | The Company’s authorised share capital amounts to thirty-five million three hundred twenty-eight thousand euro (EUR 35,328,000).”. |
| II. | Article 4 paragraph 2 will be: |
| “4.2 | The authorised share capital is divided into: |
| a. | one hundred forty-seven million two hundred thousand (147,200,000) ordinary shares; and | |
| b. | one hundred forty-seven million two hundred thousand (147,200,000) preferred shares, |
each having a nominal value of twelve eurocents (EUR 0.12).”.
FINAL STATEMENTS
Finally, the person appearing declared:
| A. | that the Company’s issued capital amounts to seven million sixty-five thousand nine hundred ninety-two euro and sixty-four eurocent (EUR 7,065,992.64), divided into fifty-eight million eight hundred eighty-three thousand two hundred seventy-two (58,883,272) ordinary shares, with a nominal value of twelve eurocent (EUR 0.12) each; and |
| B. | that the person appearing has been authorised by the abovementioned general meeting of shareholders to execute this deed. |
The person appearing is known to me, civil law notary.
This Deed was executed in Amsterdam on the date mentioned in its heading.
After I, civil law notary, had conveyed and explained the contents of the deed in substance to the person appearing, the person appearing declared to have taken note of the contents of the deed, to be in agreement with the contents and not to wish them to be read out in full. Following a partial reading, the deed was signed by the person appearing and by me, civil law notary.
(signatures follow)
| ISSUED FOR TRUE COPY | ||
| by me, S.F. Mesu, candidate civil law notary, acting as deputy of P.C.S. van der Bijl, civil law notary in Amsterdam, on this day 25 April 2024. | ||
| (/s/: S.F. Mesu) |