SEC Comment Letter for InflaRx N.V. (IFRX) (CIK 0001708688) (IFRX) — Oct 27, 2017
InflaRx N.V. (IFRX) (CIK 0001708688)
Date: Oct. 27, 2017 · CIK: 0001708688 · Accession: 0000000000-17-038122
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File numbers found in text: 333-220962
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October 27, 2017
Niels Riedemann
Chief Executive Officer
Fireman B.V.
Winzerlaer Str. 2
07745 Jena, Germany
Re:Fireman B.V.
Amendment No. 1 to Registration Statement on Form F-1
Filed October 26, 2017
File No. 333-220962
Dear Mr. Riedemann:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our October 25, 2017 letter.
Amendment No. 1 to Registration Statement on Form F-1
Exhibits
1.We acknowledge the revised Exhibit 5.1 opinion, your response to prior comment 1, and
your confirmation that you will file an appropriately unqualified Exhibit 5.1 opinion as
an exhibit to a post-effective amendment prior to the closing of the offering. However,
based on the definition of "Option Shares," "Offer Shares," and "Shares" it continues to
be unclear whether the opinion opines on shares of Fireman B.V. or shares of InflaRx
N.V. Please file a revised opinion that clearly opines on the issuance of InflaRx N.V.
common shares.
FirstName LastNameNiels Riedemann
Comapany NameFireman B.V.
June 16, 2017 Page 2
FirstName LastName
Niels Riedemann
Fireman B.V.
October 27, 2017
Page 2
2.We acknowledge the revised opinions in response to prior comment 3. However, we
note that both Exhibit 5.1 and Exhibit 8.1 include language that the communication is
"confidential" and that your counsel's general terms and conditions apply to third parties
relying on your counsel's statements, including a limitation of liability clause. Please
remove such language or clarify that this paragraph does not apply to the investors in the
offering.
You may contact Mark Brunhofer at 202-551-3638 or Lisa Vanjoske at 202-551-3614
if you have questions regarding comments on the financial statements and related matters.
Please contact Dorrie Yale at 202-551-8776 or Erin Jaskot at 202-551-3442 with any other
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Sophia Hudson