Full Press Release Details
UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - JUNE 30, 2019
These unaudited condensed financial statements are consolidated financial statements for the group consisting of InflaRx N.V. and its wholly-owned subsidiaries InflaRx GmbH, and InflaRx Pharmaceutical Inc., Ann Arbor,
Michigan, United States (together, the "Group"). The financial statements are presented in Euro ( ).
InflaRx N.V. is a company limited by shares, incorporated and domiciled in Amsterdam, The Netherlands.
Its registered office and principal place of business is in Germany, Jena, Winzerlaer Str. 2.
All press releases, financial reports and other information are available in the investor's register on our website: www.inflarx.de
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED JUNE 30, 2019
| Unaudited Condensed Consolidated Financial Statements | |
| Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2019 and 2018, | 3 |
| Unaudited Condensed Consolidated Statements of Financial Position as of June 30, 2019 and December 31, 2018 | 4 |
| Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity for the six months ended June 30, 2019 and 2018 | 5 |
| Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018 | 6 |
| Notes to the Unaudited Condensed Consolidated Financial Statements | 7 |
| 1. Net Financial Result | 7 |
| 2. Other non-financial assets | 7 |
| 3. Financial assets and financial liabilities | 8 |
| 4. Cash and cash equivalents information | 8 |
| 5. Related party transactions | 8 |
| 6. Share-based payments | 9 |
| 7. Protective foundation | 12 |
| 8. Summary of significant accounting policies | 12 |
| (a) Reporting entity and Group's structure | 12 |
| (b) Basis of preparation | 12 |
| (c) New and amended standards adopted by the Group | 13 |
| (d) Summary of new accounting policies | 14 |
| (e) Events after the reporting period | 15 |
InflaRx N.V. and subsidiaries
Unaudited Condensed Consolidated Statements of Comprehensive Loss
for the three and six months ended June 30, 2019 and 2018,
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||||||
| Note | 2019 (unaudited) | 2018 (unaudited) | 2019 (unaudited) | 2018 (unaudited) | ||||||||||||||||
| (in thousands of , except for per share data) | ||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||
| Research and development expenses | (12,497 | ) | (5,031 | ) | (20,192 | ) | (10,505 | ) | ||||||||||||
| General and administrative expenses | (3,648 | ) | (3,161 | ) | (6,949 | ) | (6,158 | ) | ||||||||||||
| Total Operating Expenses | (16,145 | ) | (8,192 | ) | (27,141 | ) | (16,663 | ) | ||||||||||||
| Other income | 3 | 65 | 68 | 150 | ||||||||||||||||
| Other expenses | (79 | ) | (21 | ) | (83 | ) | (33 | ) | ||||||||||||
| Operating Result | (16,221 | ) | (8,148 | ) | (27,157 | ) | (16,545 | ) | ||||||||||||
| Finance income | 1,339 | 5,742 | 2,498 | 6,007 | ||||||||||||||||
| Finance expenses | (388 | ) | (37 | ) | (450 | ) | (2,226 | ) | ||||||||||||
| Net financial Result | 1 | 950 | 5,705 | 2,048 | 3,781 | |||||||||||||||
| Loss for the period | (15,271 | ) | (2,443 | ) | (25,109 | ) | (12,764 | ) | ||||||||||||
| Share information | ||||||||||||||||||||
| Weighted average number of shares outstanding | 25,964 | 24,890 | 25,964 | 24,357 | ||||||||||||||||
| Loss per share in Euro (basic/diluted) | (0.59 | ) | (0.10 | ) | (0.97 | ) | (0.52 | ) | ||||||||||||
| Loss for the period | (15,271 | ) | (2,443 | ) | (25,109 | ) | (12,764 | ) | ||||||||||||
| Other comprehensive income that may be re-clas-si-fied to profit or loss in subsequent periods: | ||||||||||||||||||||
| Exchange differences on translation of foreign currency | (1,622 | ) | (17 | ) | 695 | (16 | ) | |||||||||||||
| Total comprehensive loss | (16,893 | ) | (2,460 | ) | (24,413 | ) | (12,780 | ) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
InflaRx N.V. and subsidiaries
Unaudited Condensed Consolidated Statements of Financial Position
as of June 30, 2019 and December 31, 2018
| Note | 2019 (unaudited) | 2018 | ||||||||||
| (in thousands of ) | ||||||||||||
| ASSETS | ||||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment | 1,643 | 625 | ||||||||||
| Intangible assets | 453 | 223 | ||||||||||
| Non-current financial assets | 3 | 290 | 207 | |||||||||
| Total non-current assets | 2,385 | 1,055 | ||||||||||
| Current assets | ||||||||||||
| Current other assets | 2 | 3,652 | 1,589 | |||||||||
| Current financial assets | 3 | 84,818 | 101,184 | |||||||||
| Cash and cash equivalents | 4 | 54,063 | 55,386 | |||||||||
| Total current assets | 142,534 | 158,159 | ||||||||||
| TOTAL ASSETS | 144,919 | 159,214 | ||||||||||
| EQUITY AND LIABILITIES | ||||||||||||
| Equity | ||||||||||||
| Issued capital | 3,116 | 3,116 | ||||||||||
| Share premium | 211,022 | 211,022 | ||||||||||
| Other capital reserves | 22,200 | 18,310 | ||||||||||
| Accumulated deficit | (106,216 | ) | (81,107 | ) | ||||||||
| Other components of equity | 746 | 50 | ||||||||||
| Total equity | 130,867 | 151,391 | ||||||||||
| Non-current liabilities | ||||||||||||
| Lease liabilities | 647 | - | ||||||||||
| Provisions | 42 | 57 | ||||||||||
| Government grants | 9 | 11 | ||||||||||
| Total non-current liabilities | 698 | 68 | ||||||||||
| Current liabilities | ||||||||||||
| Lease liabilities | 339 | - | ||||||||||
| Employee Benefits | 705 | 788 | ||||||||||
| Social securities and current other tax liabilities | 126 | 310 | ||||||||||
| Trade and other payables | 3 | 12,184 | 6,657 | |||||||||
| Total current liabilities | 13,354 | 7,756 | ||||||||||
| Total Liabilities | 14,052 | 7,824 | ||||||||||
| TOTAL EQUITY AND LIABILITIES | 144,919 | 159,214 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
InflaRx N.V. and subsidiaries
Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity
for the six months ended June 30, 2019 and 2018
| Note | Shares out- standing | Issued capital | Share pre-mium | Other capital reserves | Accumu- lated deficit | Other compo- nents of equity | Total equity | |||||||||||||||||||||||||
| (in thousands of , except for share data) | ||||||||||||||||||||||||||||||||
| Balance as of January 1, 2019 | 25,964,379 | 3,116 | 211,022 | 18,310 | (81,107 | ) | 50 | 151,391 | ||||||||||||||||||||||||
| Loss for the period | - | - | - | - | (25,109 | ) | - | (25,109 | ) | |||||||||||||||||||||||
| Exchange differences on translation of foreign currency | - | - | - | - | - | 695 | 695 | |||||||||||||||||||||||||
| Total comprehensive loss | - | - | - | - | (25,109 | ) | 695 | (24,414 | ) | |||||||||||||||||||||||
| Transactions with owners of the Company | ||||||||||||||||||||||||||||||||
| Contributions | ||||||||||||||||||||||||||||||||
| Equity-settled share-based pay-ment | 6 | - | - | - | 3,890 | - | - | 3,890 | ||||||||||||||||||||||||
| Total Contributions | - | - | - | 3,890 | - | - | 3,890 | |||||||||||||||||||||||||
| Total transactions with own-ers of the Company | - | - | - | 3,890 | - | - | 3,890 | |||||||||||||||||||||||||
| Balance as of June 30, 2019* | 25,964,379 | 3,116 | 211,022 | 22,200 | (106,216 | ) | 746 | 130,867 | ||||||||||||||||||||||||
| Balance as of January 1, 2018 | 23,812,100 | 2,858 | 161,639 | 6,225 | (51,293 | ) | - | 119,429 | ||||||||||||||||||||||||
| Loss for the period | - | - | - | - | (12,764 | ) | - | (12,764 | ) | |||||||||||||||||||||||
| Exchange differences on trans-la-tion of foreign currency | - | - | - | - | - | (16 | ) | (16 | ) | |||||||||||||||||||||||
| Total comprehensive loss | - | - | - | - | (12,764 | ) | (16 | ) | (12,780 | ) | ||||||||||||||||||||||
| Transactions with owners of the Company | ||||||||||||||||||||||||||||||||
| Contributions | ||||||||||||||||||||||||||||||||
| Issued shares | 1,850,000 | 222 | 52,769 | - | - | - | 52,991 | |||||||||||||||||||||||||
| Transaction costs | - | - | (3,801 | ) | - | - | - | (3,801 | ) | |||||||||||||||||||||||
| Equity-settled share-based pay-ment | 6 | - | - | - | 5,938 | - | - | 5,938 | ||||||||||||||||||||||||
| Total Contributions | 1,850,000 | 222 | 48,967 | 5,938 | - | - | 55,128 | |||||||||||||||||||||||||
| Total transactions with own-ers of the Company | 1,850,000 | 222 | 48,967 | 5,938 | - | - | 55,128 | |||||||||||||||||||||||||
| Balance as of June 30, 2018* | 25,662,100 | 3,080 | 210,606 | 12,163 | (64,056 | ) | (16 | ) | 161,776 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
InflaRx N.V. and subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
for the six months ended June 30, 2019 and 2018
| Note | 2019 (unaudited) | 2018 (unaudited) | ||||||||||
| (in thousands of ) | ||||||||||||
| Operating activities | ||||||||||||
| Loss for the period | (25,109 | ) | (12,764 | ) | ||||||||
| Adjustments for: | ||||||||||||
| Depreciation & Amortization | 308 | 50 | ||||||||||
| Net financial result | 1 | (2,048 | ) | (3,781 | ) | |||||||
| Share based payment expense | 7 | 3,890 | 5,938 | |||||||||
| other non-cash adjustments | (205 | ) | (58 | ) | ||||||||
| Changes in: | ||||||||||||
| Current other assets | 2 | (2,063 | ) | (248 | ) | |||||||
| Provisions | (15 | ) | 52 | |||||||||
| Employee benefits | (84 | ) | 173 | |||||||||
| Social securities and current other tax liabilities | (185 | ) | (2 | ) | ||||||||
| Trade and other payables | 5,527 | (1,189 | ) | |||||||||
| Interest received | 1,270 | 681 | ||||||||||
| Interest paid | (15 | ) | 0 | |||||||||
| Net cash from operating activities | (18,730 | ) | (11,148 | ) | ||||||||
| Investing activities | ||||||||||||
| Cash outflow from the purchase of intangible assets, laboratory and office equipment | (504 | ) | (362 | ) | ||||||||
| Cash outflow for the investment in non-current other financial assets | (76 | ) | (33 | ) | ||||||||
| Proceeds from the disposal of non-current other financial assets | 4 | 13 | ||||||||||
| Proceeds from the disposal of current financial assets | 17,709 | - | ||||||||||
| Purchase of current financial assets | - | (8,014 | ) | |||||||||
| Net cash used in investing activities | 17,133 | (8,396 | ) | |||||||||
| Financing activities | ||||||||||||
| Proceeds from issuance of share capital | - | 52,991 | ||||||||||
| Transaction cost from issuance of share capital | - | (3,801 | ) | |||||||||
| Repayment of leasing debt | (125 | ) | - | |||||||||
| Net cash from financing activities | (125 | ) | 49,189 | |||||||||
| Effect of exchange rate changes | 399 | 3,142 | ||||||||||
| Change in cash and cash equivalents | (1,323 | ) | 32,787 | |||||||||
| Cash and cash equivalents at beginning of period | 55,386 | 123,282 | ||||||||||
| Cash and cash equivalents at end of period | 4 | 54,063 | 156,069 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
InflaRx N.V. and subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
1. Net Financial Result
The net financial result is comprised of the following items for the three and six months ended June 30:
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2019 (unaudited) | 2018 (unaudited) | 2019 (unaudited) | 2018 (unaudited) | |||||||||||||
| (in thousands of ) | ||||||||||||||||
| Finance income | ||||||||||||||||
| Interest income | 1,067 | 438 | 1,870 | 703 | ||||||||||||
| Foreign exchange income | 272 | 5,304 | 628 | 5,304 | ||||||||||||
| Total | 1,339 | 5,742 | 2,498 | 6,007 | ||||||||||||
| Finance costs | ||||||||||||||||
| Foreign exchange expense | (381 | ) | - | (435 | ) | (2,163 | ) | |||||||||
| Other | (8 | ) | (37 | ) | (15 | ) | (63 | ) | ||||||||
| Total | (389 | ) | (37 | ) | (450 | ) | (2,226 | ) | ||||||||
| Net financial result | 950 | 5,705 | 2,048 | 3,781 |
On the reporting date, assets and liabilities are translated at the closing rate. Any foreign exchange rate di erences derived from these translations are recognized in the consolidated statement of profit or loss as part of finance income.
Interest income results from marketable securities held by the Company and short-term deposits in U.S. Dollar held by the Company and its subsidiary InflaRx GmbH.
Foreign exchange income and expense is mainly derived from the translation of the U.S. Dollar cash and cash equivalents held by InflaRx GmbH. These funds are translated at the exchange rates prevailing on the reporting date. Any resulting
translation di erences are recognized in pro t or loss. U.S. Dollar denominated funds of the Company do not materially impact foreign exchange results, as the Company has changed its functional currency from Euro to U.S. Dollar.
2. Other non-financial assets
| As of June 30, 2019 (unaudited) | As of December 31, 2018 | |||||||
| (in thousands of ) | ||||||||
| Current other assets | ||||||||
| Prepaid expense | 2,471 | 1,047 | ||||||
| Current tax assets | 1,065 | 444 | ||||||
| Other | 116 | 98 | ||||||
| Total | 3,652 | 1,589 |
Prepaid expense mainly consists of accrued insurance expense for Directors and Officers and insurance expenses together with the placement of shares in May 2018. The increase is also reflected in our higher insurance expenses. Current tax
assets in 2019 include tax reclaims because of capital gains tax deductions on securities interest payments. The increase is due to the securities purchased in the third quarter of 2018.
3. Financial assets and financial liabilities
Set out below is an overview of financial assets and liabilities, other than cash and short-term deposits, held by the Group as at June 30, 2019 and December 31, 2018:
| As of June 30, 2019 (unaudited) | As of December 31, 2018 | |||||||
| (in thousands of ) | ||||||||
| Financial assets at amortized cost | ||||||||
| Non-current financial assets | 290 | 207 | ||||||
| Current financial assets | 84,818 | 101,184 | ||||||
| Financial liabilities at amortized cost | ||||||||
| Trade and other payables | 12,184 | 6,657 |
The fair value of current and non-current financial assets (primarily quoted debt securities with, credit ratings ranging from AA- to AAA) amounted to 84,164 thousand (level 1). The Group's debt instruments at amortized cost consist solely of
quoted securities that are graded in the top investment category (AA- to AAA) by credit rating agencies such as S&P Global and, therefore, are considered low credit risk investments. Based on statistical historical probabilities of default,
adjusted for forward-looking factors specific to the debtors and the economic environment, the Group believes that the expected credit losses for these debt instruments are immaterial. Furthermore, since the acquisition of these debt securities,
their credit ratings have remained stable.
4. Cash and cash equivalents information
| As of June 30, 2019 (unaudited) | As of December 31, 2018 | |||||||
| (in thousands of ) | ||||||||
| Short-term deposits | ||||||||
| Deposits held in U.S. Dollars | 44,981 | 32,919 | ||||||
| Deposits held in Euro | 4,620 | - | ||||||
| Total | 49,601 | 32,919 | ||||||
| Cash at banks | ||||||||
| Cash held in Euro | 3,912 | 21,720 | ||||||
| Cash held in U.S. Dollars | 550 | 748 | ||||||
| Total | 4,462 | 22,468 | ||||||
| Total cash and cash equivalents | 54,063 | 55,386 |
5. Related party transactions
The Group's executive management comprises the following persons:
Professor Niels C. Riedemann, Chief Executive Officer (CEO)
Professor Renfeng Guo, Chief Scientific Officer (CSO)
Arnd Christ, Chief Financial Officer (CFO)
Jason Marks, Chief Legal Officer, General Counsel (CLO)
Othmar Zenker, Chief Medical Officer (CMO)
The Group's board of directors comprises the following persons:
Professor Niels C. Riedemann, CEO
Professor Renfeng Guo, CSO
Non-executive Directors
Nicolas Fulpius, Chairman of the board of directors and Chairman of the Audit Committee
Jens Holstein, Member of the Audit Committee
Anthony Gibney, Member of the Audit Committee, until June 11, 2019
Richard Brudnick, since May 23, 2019.
The compensation of the Group's executive management comprises the following for the three and six months ended June 30:
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2019 (unaudited) | 2018 (unaudited) | 2019 (unaudited) | 2018 (unaudited) | |||||||||||||
| (in thousands of ) | ||||||||||||||||
| Executive Management | ||||||||||||||||
| Short-term employee benefits | 767 | 573 | 1,532 | 1,181 | ||||||||||||
| Share-based payments | 1,064 | 2,475 | 2,671 | 4,949 | ||||||||||||
| Total | 1,831 | 3,048 | 4,203 | 6.130 | ||||||||||||
| Non-executive Board of Directors | ||||||||||||||||
| Short-term employee benefits | 71 | 58 | 142 | 113 | ||||||||||||
| Share-based payments | 214 | 267 | 441 | 513 | ||||||||||||
| Total | 285 | 326 | 583 | 627 | ||||||||||||
| Total Compensation | 2,116 | 3,374 | 4,786 | 6,757 |
Remuneration of InflaRx's executive management consists of fixed and variable components and share-based payment awards. In addition, the executive management receives supplementary benefits and allowances.
We entered into indemnification agreements with our directors and senior management. The indemnification agreements and our articles of association require us to indemnify our directors and certain officers and employees as designated by our
board of directors to the fullest extent permitted by law.
6. Share-based payments
1. Equity settled share-based payment arrangements
In the course of its historical financing rounds, InflaRx GmbH established equity-settled share-based payment programs. Under these programs, the Company granted its managing directors and senior executives options to acquire InflaRx GmbH's
common shares. In total, options covering 6,088 common shares have been granted. All of the options have vested. The InflaRx GmbH options were converted into options covering 511,392 common shares of InflaRx N.V. at the initial public offering in
November 2017. The exercise prices for each outstanding award is 0.01 per share or less.
Under the terms and conditions of the 2016 stock option plan (the "2016 Stock Option Plan"), InflaRx GmbH granted rights to subscribe for InflaRx GmbH's common shares to directors, senior management and key employees. Prior to the initial
public offering, the outstanding awards under the 2016 plan covered an aggregate of 1,239,252 common shares and the exercise price for each outstanding award was 7.81 per share (in each case after giving effect to the corporate reorganization in
November 2017). Any additional awards available under the 2016 plan lapsed upon the closing of the Series D financing in October 2017. In 2016, InflaRx also established a share-based payment plan for its non-executive board members and granted
options covering 484 shares. Grants under this plan were not subject to service or performance conditions.
In conjunction with the closing of its initial public offering, InflaRx N.V. established a new incentive plan (the "2017 Long-Term Incentive Plan"). The initial maximum number of common shares available for issuance under equity incentive
awards granted pursuant to the 2017 Long Term Incentive Plan equals 2,341,097 common shares. The number of share options under the plan was as follows:
| 2019 | ||||
| Number of stock options: | ||||
| Outstanding as of January 1, 2019 | 2,051,009 | |||
| Granted in 2019 | 54,450 | |||
| Forfeited in 2019 | - | |||
| Outstanding as of June 30, 2019 | 2,105,459 | |||
| thereof vested | 994,879 | |||
| thereof exercised | - |
In the fourth quarter of 2018 75,000 stock options were awarded subject to a specified condition, which was satisfied in the first quarter of 2019. Therefore, the expense for these stock options occurred in 2019.
On January 1, 2021 and on January 1 of each calendar year thereafter, an additional number of shares equal to 3% of the total outstanding common shares on December 31 of the immediately preceding year (or any lower number of shares as
determined by the board of directors) will become available for issuance under equity incentive awards granted pursuant to the 2017 Long-Term Incentive Plan.
2. Stock options exercised
In 2018, 302,279 shares were issued following the exercise of stock options, resulting in proceeds to the Company in the amount of 452.0 thousand. All stock options exercised were granted under the 2016 Stock Option Plan. In the first two
quarters of 2019, no stock options were exercised.
3. Measurement of fair values of stock options granted
The fair value of options granted in the six months ended June 30, 2019 under the 2017 Long-Term Incentive Plan was determined using the Black-Scholes valuation model. Since the Company's common shares are listed on the Nasdaq Global Select
Market, the closing price of the common shares at grant date was used.
Other significant inputs into the model are as follows (weighted average):
| Grants effective in Q1-2019 | Grants effective in Q2-2019 | |||||||||||
| Parameters | ||||||||||||
| Fair value at grant date | ||||||||||||
| Per option (USD) | 14.45 | 18.17 | 22.54 | |||||||||
| FX rate as of grant date | 0.88 | 0.87 | 0.89 | |||||||||
| Per option (EUR) | 12.69 | 15.87 | 20.08 | |||||||||
| Share price at grant date (USD) | 26.02 | 32.63 | 41.39 | |||||||||
| Exercise price (USD) | 26.02 | 32.63 | 41.39 | |||||||||
| Expected volatility | 0.65 | 0.65 | 0.65 | |||||||||
| Expected life (midpoint based) | 4.8 | 4.9 | 4.7 | |||||||||
| Expected dividends | - | - | - | |||||||||
| Risk-free rate (interpolated, U.S. sovereign strips curve) | 3.0 | % | 2.6 | % | 2.3 | % |
Expected volatility has been based on an evaluation of the historical and implied volatility of a peer group of companies. The range of outcomes for the expected life of the instruments has been based on expectations on option holder behavior
in the scenarios considered.
The dividend yield has no impact due to the anti-dilution clause as defined in the LTI.
Expenses are determined based on the number of stock options granted within a tranche and the vesting period of a tranche. This implies two effects:
the more options are granted within a tranche, the higher the expense of a tranche is, and