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INFLARX N.V. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - SEPTEMBER 30, 2019 These unaudited condensed financial statements are consolidated financial statements for the group consisting of InflaRx N.V. and it

Key Takeaway: UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - SEPTEMBER 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 I

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UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - SEPTEMBER 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.
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019
Unaudited Condensed Consolidated Financial Statements
Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2019 and 2018, 3
Unaudited Condensed Consolidated Statements of Financial Position as of September 30, 2019 and December 31, 2018 4
Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity for the nine months ended September 30, 2019 and 2018 5
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 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 9
6. Share-based payments 10
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
InflaRx N.V. and subsidiaries
Unaudited Condensed Consolidated Statements of Comprehensive Loss
for the three and nine months ended September 30, 2019 and 2018,
For the three months ended September 30, For the nine months ended September 30,
Note 2019 (unaudited) 2018 (unaudited) 2019 (unaudited) 2018 (unaudited)
(in )
Operating Expenses
Research and development expenses (13,405,646 ) (5,450,544 ) (33,598,018 ) (15,954,005 )
General and administrative expenses (2,490,245 ) (3,042,144 ) (9,439,080 ) (9,200,333 )
Total Operating Expenses (15,895,891 ) (8,492,688 ) (43,037,098 ) (25,154,338 )
Other income 126,559 60,616 194,261 209,898
Other expenses (838 ) (2,152 ) (83,907 ) (34,446 )
Operating Result (15,770,170 ) (8,434,224 ) (42,926,744 ) (24,978,886 )
Finance income 2,029,992 2,100,634 4,527,952 8,107,285
Finance expenses (761,268 ) (440,567 ) (1,211,366 ) (2,666,155 )
Net financial Result 1 1,268,725 1,660,067 3,316,586 5,441,130
Loss for the period (14,501,446 ) (6,774,157 ) (39,610,157 ) (19,537,756 )
Share information
Weighted average number of shares outstanding 25,982,754 25,662,100 25,970,571 24,804,184
Loss per share (basic/diluted) (0.56 ) (0.26 ) (1.53 ) (0.79 )
Loss for the period (14,501,446 ) (6,774,157 ) (39,610,157 ) (19,537,756 )
Other comprehensive income that may be reclassified to profit or loss in subsequent periods:
Exchange differences on translation of foreign currency 4,988,141 41,810 5,683,610 25,401
Total comprehensive loss (9,513,305 ) (6,732,347 ) (33,926,548 ) (19,512,355 )
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 September 30, 2019 and December 31, 2018
Note 2019 (unaudited) 2018
(in )
ASSETS
Non-current assets
Property, plant and equipment 8 c 1,583,254 624,668
Intangible assets 470,995 222,866
Non-current other assets 2 528,329 -
Non-current financial assets 3 272,744 207,444
Total non-current assets 2,855,322 1,054,979
Current assets
Current other assets 2 2,293,538 1,588,702
Current financial assets 3 109,365,112 101,184,240
Cash and cash equivalents 4 27,009,808 55,386,240
Total current assets 138,668,459 158,159,183
TOTAL ASSETS 141,523,781 159,214,161
EQUITY AND LIABILITIES
Equity
Issued capital 3,132,631 3,115,725
Share premium 211,006,606 211,021,835
Other capital reserves 23,999,370 18,310,003
Accumulated deficit (120,717,345 ) (81,107,188 )
Other components of equity 5,733,805 50,196
Total equity 123,155,067 151,390,571
Non-current liabilities
Lease liabilities 8 c 563,993 -
Provisions 43,398 57,148
Government grants 8,044 10,797
Total non-current liabilities 615,435 67,945
Current liabilities
Lease liabilities 8 c 340,748 -
Employee Benefits 775,484 788,405
Social securities and current other tax liabilities 106,111 309,928
Trade and other payables 3 16,530,937 6,657,312
Total current liabilities 17,753,280 7,755,645
Total Liabilities 18,368,715 7,823,590
TOTAL EQUITY AND LIABILITIES 141,523,781 159,214,161
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 nine months ended September 30, 2019 and 2018
Note Shares outstanding Issued capital Share premium Other capital reserves Accumulated deficit Other components of equity Total equity
(in , except for share data)
Balance as of January 1, 2019 25,964,379 3,115,725 211,021,835 18,310,003 (81,107,188 ) 50,196 151,390,571
Loss for the period - - - - (39,610,157 ) - (39,610,157 )
Exchange differences on translation of foreign currency - - - - - 5,683,610 5,683,610
Total comprehensive loss - - - - (39,610,157 ) 5,683,610 (33,926,547 )
Transactions with owners of the Company
Contributions
Equity-settled share-based payment 6 - - - 5,689,367 - - 5,689,367
Share options exercised 6 140,876 16,905 (15,229 ) - - - 1,676
Total Contributions 140,876 16,905 (15,229 ) 5,689,367 - - 5,691,043
Total transactions with owners of the Company 140,876 16,905 (15,229 ) 5,689,367 - - 5,691,043
Balance as of September 30, 2019* 26,105,255 3,132,631 211,006,606 23,999,370 (120,717,345 ) 5,733,805 123,155,067
Balance as of January 1, 2018 23,812,100 2,857,452 161,638,566 6,225,353 (51,292,555 ) - 119,428,816
Loss for the period - - - - (19,537,756 ) - (19,537,756 )
Exchange differences on translation of foreign currency - - - - - 25,401 25,401
Total comprehensive loss - - - - (19,537,756 ) 25,401 (19,512,355 )
Transactions with owners of the Company
Contributions
Issued shares 1,850,000 222,000 52,768,733 - - - 52,990,733
Transaction costs - - (3,801,265 ) - - - (3,801,265 )
Equity-settled share-based payment 6 - - - 9,003,725 - - 9,003,725
Share options exercised 6 274,584 32,950 418,794 - - - 451,744
Total Contributions 2,124,584 254,950 49,386,262 9,003,725 - - 58,644,937
Total transactions with owners of the Company 2,124,584 254,950 49,386,262 9,003,725 - - 58,644,937
Balance as of September 30, 2018* 25,936,684 3,112,402 211,024,828 15,229,077 (70,830,310 ) 25,401 158,561,398
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 nine months ended September 30, 2019 and 2018
Note 2019 (unaudited) 2018 (unaudited)
(in )
Operating activities
Loss for the period (39,610,157 ) (19,537,756 )
Adjustments for:
Depreciation & Amortization 485,822 105,274
Net financial result 1 (3,316,586 ) (5,441,130 )
Share based payment expense 6 5,689,367 9,003,725
Other non-cash adjustments (285,389 ) (688,866 )
Changes in:
Other assets (1,233,165 ) (964,938 )
Financial assets - 217
Employee benefits (14,316 ) 353,185
Social securities and current other tax liabilities (205,175 ) 2,970,381
Trade and other payables 9,859,875 (2,016,987 )
Interest received 1,653,617 980,442
Interest paid (19,822 ) -
Net cash from operating activities (26,995,930 ) (15,236,454 )
Investing activities
Cash outflow from the purchase of intangible assets, laboratory and office equipment (622,265 ) (537,357 )
Cash outflow for the investment in non-current financial assets (75,543 ) (200,769 )
Proceeds from the disposal of current financial assets 40,539,826 6,179,502
Purchase of current financial assets (42,688,210 ) (110,851,660 )
Net cash used in investing activities (2,846,193 ) (105,410,284 )
Financing activities
Proceeds from issuance of share capital - 52,990,733
Transaction cost from issuance of share capital - (3,801,265 )
Proceeds from exercise of share options 1,676 451,744
Repayment of leasing debt (209,176 ) -
Net cash from financing activities (207,500 ) 49,641,212
Effect of exchange rate changes 1,673,191 4,072,716
Change in cash and cash equivalents (28,376,432 ) (66,932,810 )
Cash and cash equivalents at beginning of period 55,386,240 123,281,888
Cash and cash equivalents at end of period 4 27,009,808 56,349,080
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 nine months ended September 30:
For the three months ended September 30, For the nine months ended September 30,
2019 (unaudited) 2018 (unaudited) 2019 (unaudited) 2018 (unaudited)
(in )
Finance income
Interest income 436,174 753,832 2,305,777 1,456,312
Foreign exchange income 1,593,818 1,346,802 2,222,175 6,650,974
Total 2,029,992 2,100,634 4,527,952 8,107,285
Finance costs
Foreign exchange expense (756,758 ) (415,791 ) (1,191,544 ) (2,578,291 )
Other (4,509 ) (24,776 ) (19,822 ) (87,864 )
Total (761,267 ) (440,567 ) (1,211,366 ) (2,666,155 )
Net financial result 1,268,725 1,660,067 3,316,586 5,441,130
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, cash equivalents and securities 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 changed its functional currency from Euro to
U.S. Dollar on January 1, 2019.
2. Other non-financial assets
As of September 30, 2019 (unaudited) As of December 31, 2018
(in )
Non-current other assets
Prepaid expense 528,329 -
Total 528,329 -
Current other assets
Current tax assets 938,269 444,397
Prepayments on research & development projects 898,517 14,607
Prepaid expense 337,885 1,032,676
Other 118,867 97,022
Total 2,293,538 1,588,702
Prepaid expense mainly consists of accrued insurance expense in connection with the placement of shares in May 2018 and for Directors and Officers insurance. The long-term portion was disclosed under non-current
assets for the first time. Total prepaid expense has decreased compared to December 31, 2018, as these are predominantly annual insurance payments in the fourth quarter of the year. Current tax assets in 2019 include tax reclaims because of capital
yields tax withheld. Such tax is withheld by our banks from securities interest payments, the Company gets reimbursed after filing the tax return. 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 of September 30, 2019 and December 31, 2018:
As of September 30, 2019 (unaudited) As of December 31, 2018
(in )
Financial assets at amortized cost
Non-current financial assets 272,744 207,444
Current financial assets 109,365,112 101,184,240
Financial liabilities at amortized cost
Trade and other payables 16,530,937 6,657,312
Interest bearing loans and borrowings
Non-current lease liabilities 563,993 -
Current lease liabilities 340,748 -
The fair value of current and non-current financial assets (primarily quoted debt securities) amounted to 109,487 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 September 30, 2019 (unaudited) As of December 31, 2018
(in )
Short-term deposits
Deposits held in U.S. Dollars 22,443,659 32,918,604
Deposits held in Euro 134,000 -
Total 22,577,659 32,918,604
Cash at banks
Cash held in Euro 2,821,432 21,719,699
Cash held in U.S. Dollars 1,610,718 747,937
Total 4,432,150 22,467,636
Total cash and cash equivalents 27,009,808 55,386,240
5. Related party transactions
The Group's executive management comprises the following persons:
The Group's board of directors comprises the following persons:
Non-executive Directors
The compensation of the Group's executive management comprises the following for the three and nine months ended September 30:
For the three months ended September 30, For the nine months ended September 30,
2019 (unaudited) 2018 (unaudited) 2019 (unaudited) 2018 (unaudited)
(in )
Executive Management
Short-term employee benefits 765,378 589,206 2,302,667 1,755,714
Share-based payments 1,700,592 2,474,539 4,371,727 7,423,618
Total 2,465,970 3,063.745 6,674,394 9,179.332
Non-executive Board of Directors
Short-term employee benefits 63,852 58,984 205,380 172,430
Share-based payments 87,351 273,205 528,439 786,584
Total 151,203 332,190 733,819 959,015
Total Compensation 2,617,173 3,395,935 7,408,213 10,138,347
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
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:
Number of stock options 2019
Outstanding as of January 1, 2019 2,051,009
Granted in 2019 54,450
Forfeited in 2019 (58,335 )
Outstanding as of September 30, 2019 2,047,124
thereof vested 1,173,922
thereof exercised -
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.
On July 3, 2019, the board approved an amendment of the 2016 Stock Option Plan and the 2017 Long-Term Incentive Plan. Following the amendment, the strike price of all vested and unvested options, other than those held
by persons who were not employees or directors at the time of the amendment, was reduced to $3.35 per share.
The repricing decision on July 3, 2019 affected the 2016 Plan and the 2017 Long-Term Incentive Plan. Since the repricing, no new grants have been made. The valuation of past grants with the new strike price of $3.35
resulted in incremental fair values of the outstanding options, i.e. additional compensation expense had to be recognized. We refer to the table below regarding the measurement of fair values of stock options granted.
In 2019, 140,876 shares were issued following the exercise of stock options, resulting in proceeds to the Company in the amount of 1.7 thousand. All stock options exercised were granted under the 2012 Stock Option
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
The fair value of options granted in the nine months ended September 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. The modification, resulting from the repricing as described above, increased the fair value of the equity instruments granted under the 2017
Long-Term Incentive Plan and the 2016 Plan. In accordance with IFRS 2.B43, the incremental fair value is recognized over the remaining vesting period, whereas the balance of the grant-date fair value is recognized immediately for fully vested
options, or over the remaining original vesting period. The incremental fair value is the difference between the fair value of the modified share-based payment and that of the original share-based payment, both measured at the date of the
modification - i.e. July 3, 2019.
Other significant inputs into the model are as follows (weighted average):
Grants occurred in Q1-2019 January / February Grants occurred in Q2-2019 Repricing occurred in Q3-2019
Parameters
Fair value at grant date
Per option (USD) 14.45 18.17 22.54 0.46-1.08
FX rate as of grant date 0.88 0.87 0.89 0.89
Per option (EUR) 12.69 15.87 20.08 0.40-0.96
Share price at grant date (USD) 26.02 32.63 41.39 3.35
Exercise price (USD) 26.02 32.63 41.39 3.35
Expected volatility 0.65 0.65 0.65 1.35
Expected life (midpoint based) 4.8 4.9 4.7 2.3-4.6
Expected dividends - - - -
Risk-free rate (interpolated, U.S. sovereign strips curve) 3.0 % 2.6 % 2.3 % 1.8 %
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:
For example, 33.33% of all stock options granted are allocated to the first tranche which vests over 1 year after the grant date, whereas 8.33% of all stock options granted are allocated to the ninth tranche which
vests over three years. Therefore, the expenses recognized from the granted share options under the 2017 Long-Term Incentive plan were 0 in 2016, 0.6 million in 2017, 12.1 million for 2018 and are anticipated to be 6.2 million for 2019, 2.4
million for 2020, 0.2 million for 2021 and 0 million for 2022 (anticipated expenses were converted with the exchange rate as of September 30, 2019, 1 Euro = 1.0889 USD).
In the three-month period ended September 30, 2019 and 2018, compensation expense was recognized from the Long-Term Incentive Plan: in 2019, 1.0 million, in 2018, 3.1 million. As a result of the repricing of stock
options, consummated on July 3, 2019, an incremental fair value of 1.0 million of compensation expense was recognized from the 2017 Long-Term Incentive Plan and the 2016 Plan in the three-month period ended September 30, 2019.
In the nine-month period ended September 30, 2019 and 2018, compensation expense was recognized from the Long-Term Incentive Plan: in 2019, 4.9 million, in 2018, 9.0 million. As a result of the repricing of stock
options, consummated on July 3, 2019, an incremental fair value of 1.0 million of compensation expense was recognized from the 2017 Long-Term Incentive Plan and the 2016 Plan in the nine-month period ended September 30, 2019.
None of the share-based payments awards were dilutive in determining earnings per share due to the Group's loss position.
7. Protective foundation
According to the articles of association of the Company, up to 55,000,000 common shares and up to 55,000,000 preferred shares with a nominal value of 0.12 per share are authorized to be issued. All shares are
registered shares. No share certificates have been issued.
The Companys general meeting of shareholders approved the right of an independent foundation under Dutch law, or protective foundation, to acquire up to 100% of the Companys issued share capital held by others than
the protective foundation, minus one share, pursuant to a call option agreement entered into between us and such foundation, in order to deter acquisition bids. The protective foundation is expected to enter into a finance arrangement with a bank
or, subject to applicable restrictions under Dutch law, the protective foundation may request us to provide, or cause the Company`s subsidiaries to provide, sufficient funding to the protective foundation to enable it to satisfy its payment
Last updated: Nov 7, 2019