0001140361-21-029457.txt : 20210826 0001140361-21-029457.hdr.sgml : 20210826 20210826160614 ACCESSION NUMBER: 0001140361-21-029457 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210826 FILED AS OF DATE: 20210826 DATE AS OF CHANGE: 20210826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: InflaRx N.V. CENTRAL INDEX KEY: 0001708688 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38283 FILM NUMBER: 211212400 BUSINESS ADDRESS: STREET 1: WINZERLAER STR. 2 CITY: JENA STATE: 2M ZIP: 07745 BUSINESS PHONE: 49 3641 508180 MAIL ADDRESS: STREET 1: WINZERLAER STR. 2 CITY: JENA STATE: 2M ZIP: 07745 FORMER COMPANY: FORMER CONFORMED NAME: Fireman B.V. DATE OF NAME CHANGE: 20170606 6-K 1 brhc10028419_6k.htm 6-K

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 August, 2021
 
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 ☐
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
 


INFLARX N.V.
 
Results of Extraordinary General Meeting of Shareholders
 
On August 25, 2021, InflaRx N.V. (“InflaRx”) held its Extraordinary General Meeting of Shareholders (the “Extraordinary General Meeting”). The final results of each of the agenda items submitted to a vote by the shareholders are as follows:
 
Agenda Item 2.a. Amendment to InflaRx’s articles of association: increase of the authorized share capital
 
InflaRx shareholders approved the amendment to InflaRx’s articles of association to increase InflaRx’s authorized share capital to an amount of EUR 26,400,000, divided into 110,000,000 ordinary shares and 110,000,000 preferred shares, having a nominal value of EUR 0.12 each.
 
A copy of the deed of amendment to the articles of association of InflaRx is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
Agenda Item 2.b. Amendment to InflaRx’s articles of association: possibility to re-allocate existing authorized share capital
 
In accordance with the convening notice and agenda and explanatory notes thereto, Agenda Item 2.b. was not voted on by InflaRx shareholders because Agenda Item 2.a. passed by the requisite majority at the Extraordinary General Meeting.
 

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: August 26, 2021
By:
/s/ Niels Riedemann

Name:   Niels Riedemann

Title:     Chief Executive Officer


EXHIBIT INDEX

Exhibit No.
 
Description
 
Deed of Amendment to the Articles of Association, dated August 25, 2021.


4

EX-99.1 2 brhc10028419_ex99-1.htm EXHIBIT 99.1

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, the twenty-fifth day of August two thousand and twenty-one, appeared before me, Paul Cornelis Simon van der Bijl, civil law notary at Amsterdam:
Esther Helena Maria Schreiber, born in Haarlemmermeer, on the twenty-fourth day of November nineteen hundred and ninety, employed at the offices of me, civil law notary, 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 August two thousand and twenty-one 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 eighth day of November two thousand and seventeen 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 twenty-six million four hundred thousand euro (EUR 26,400,000).".
II.
Article 4 paragraph 2 will be:
 
"4.2
The authorised share capital is divided into:

a.
one hundred and ten million (110,000,000) ordinary shares; and

b.
one hundred and ten million (110,000,000) 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 five million three hundred two thousand three hundred fifty-three euro and forty-eight eurocent (EUR 5,302,353.48), divided into forty-four million one hundred eighty-six thousand two hundred seventy-nine (44,186,279) 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.


2
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, she declared that she had taken note of the contents of the deed, was in agreement with the contents and did not 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
(Signed: P.C.S. van der Bijl)