InflaRx N.V. — Major Shareholding Notification 2018

Feb 14, 2018

SC 13G 1 dp86805_sc13g-riedmann.htm FORM SC 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. )*

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InflaRx N.V.

(Name of Issuer)

Common shares, nominal value €0.12 per share

(Title of Class of Securities)

N44821101

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

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Check the appropriate box to designate the rule pursuant to which this schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. N44821101 13G Page 2 of 6 Pages

1	NAME OF REPORTING PERSON Niels Riedemann
2	CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE
OF ORGANIZATION Germany

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 1,616,328 Shares |
| --- | --- |
| 6 | SHARED VOTING POWER 0 |
| 7 | SOLE DISPOSITIVE POWER 1,616,328 Shares |
| 8 | SHARED DISPOSITIVE POWER 0 |

| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,616,328 Shares |
| --- | --- |
| 10 | CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 6.79% |
| 12 | TYPE OF REPORTING PERSON IN |

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CUSIP No. N44821101 13G Page 3 of 6 Pages

Item 1(a). Name of Issuer

The name of the issuer to which this filing on Schedule 13G relates is InflaRx N.V. (the “Company”).

Item 1(b). Address of Issuer’s Principal Executive Offices

The principal executive offices of the Company are located at Winzerlaer Strasse 2, 07745 Jena, Germany.

Item 2(a). Name of Person Filing

This statement is being filed on behalf of Niels Riedemann, a German citizen (the “Reporting Person”).

Item 2(b). Address of Principal Business Office or, if none, Residence

The principal business address of the Reporting Person is Winzerlaer Strasse 2, 07745 Jena, Germany.

Item 2(c). Citizenship

The Reporting Person is a citizen of Germany.

Item 2(d). Title of Class of Securities

The class of equity securities of the Company to which this filing on Schedule 13G relates is Common Shares, nominal value €0.12 per share (the “Common Shares”).

Item 2(e). CUSIP Number

The CUSIP number of the Company’s Common Shares is N44821101.

ITEM 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable.

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(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [ ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f) [ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g) [ ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) [ ] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

(k) [ ] Group, in accordance with §240.13d-1(b)(1)(ii)(K).

ITEM 4. Ownership

Item 4(a). Amount beneficially owned

As of the close of business on December 31, 2017, the Reporting Person beneficially owned 1,616,328 Common Shares, representing 6.79% of the Company’s outstanding Common Shares. The percentage of the Company’s outstanding Common Shares beneficially owned by the Reporting Person is based on 23,812,100 Common Shares outstanding as of September 30, 2017, as reported in the Company’s final prospectus filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2017, after giving effect to the offering described therein, and the partial exercise of the underwriters’ option to purchase 401,128 additional shares as described in the Company’s Report on Form 6-K filed with the SEC on December 21, 2017.

Item 4(b). Percent of Class

See Item 4(a) hereof.

Item 4(c). Number of shares as to which such person has :

(i) sole power to vote or to direct the vote: 1,616,328

(ii) shared power to vote or to direct the vote: 0

(iii) sole power to dispose or to direct the disposition of: 1,616,328

(iv) shared power to dispose or to direct the disposition of: 0

ITEM 5. Ownership of Five Percent or Less of a Class

Not applicable.

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

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ITEM 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person :

Not applicable.

ITEM 8. Identification and Classification of Members of the Group

Not applicable.

ITEM 9. Notice of Dissolution of Group

Not applicable.

ITEM 10. Certification

Not applicable.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: February 7, 2018

Niels Riedemann
By:	/s/ Niels Riedemann
Name:	Niels Riedemann
Title:	Chief Executive Officer

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