Form 8-K

8-K — Vogenx, Inc.

Accession: 0001185185-26-004202

Filed: 2026-09-22

Period: 2026-09-21

CIK: 0001903784

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — vogenx8k092226.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (vogenxex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: vogenx8k092226.htm · Sequence: 1

false

0001903784

2026-09-21

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 21, 2026

VOGENX, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-43441

86-3697324

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

Vogenx,

Inc.

Box 19469

Raleigh,

North Carolina

27619

(Address of principal executive offices)

(Zip Code)

(919) 659-5677

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.0001 par value per share

VOGX

Nasdaq Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Ken Toombs as a Director

On September 21, 2026, the Board of Directors

(“Board”) of Vogenx, Inc. (the “Company”) appointed Ken Toombs to the Board as a Class II director, to serve until

the 2028 annual meeting of stockholders of the Company or until his successor is duly elected and qualified or until his earlier death,

resignation or removal. The Board determined that Mr. Toombs qualifies as an “independent director” under the listing rules

of the Nasdaq Stock Market and applicable rules and regulations of the Securities and Exchange Commission. In connection with his appointment,

Mr. Toombs was also appointed to serve on the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance

Committee of the Board, and as Chair of the Audit Committee.

In connection with Mr. Toombs’s appointment

to the Board, the Board also appointed Peter Pieraccini to serve as Chair of the Compensation Committee, effective September 21, 2026.

There are no arrangements or understandings between

Mr. Toombs and any other person pursuant to which Mr. Toombs was selected as a director of the Company. There are no family relationships

between Mr. Toombs and any director or executive officer of the Company. There are no transactions between Mr. Toombs and the Company

that would require disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment, Mr. Toombs

entered into the Company’s standard form of Director and Officer Indemnification Agreement, the form of which was previously filed

as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-297487) (“Registration Statement”)

and is incorporated herein by reference.

Mr. Toombs will receive compensation for his service

as a non-employee director in accordance with the Company’s Non-Employee Director Compensation Policy, a copy of which was previously

filed as Exhibit 10.8 to the Registration Statement and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On September 22, 2026, the Company issued a press

release announcing the appointment of Ken Toombs to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current

Report on Form 8-K.

The information included in this Current Report

on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall

it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended,

except as shall be expressly set forth by specific reference in such a filing.]

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1

Press release, dated September 22, 2026, announcing the appointment of Ken Toombs to the Board of Directors

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

Vogenx, Inc.

Date: September 22, 2026

By:

/s/ James Green

Name:

James Green

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: vogenxex99-1.htm · Sequence: 2

Exhibit 99.1

VOGENX, INC.

3901 Barrett Drive, Suite 300 | Raleigh, North

Carolina 27609 | Nasdaq: VOGX

FOR IMMEDIATE RELEASE

Vogenx Appoints Ken Toombs to Board of Directors

Former Chief Executive Officer of PA Consulting brings three decades

of global professional services and life sciences leadership experience

Appointment broadens independent oversight as the Company scales

operations following its August 2026 initial public offering

RALEIGH, N.C., September 22, 2026 — Vogenx, Inc. (Nasdaq:

VOGX), a clinical-stage developer of novel therapeutics for the treatment of serious metabolic and gastrointestinal diseases, today announced

the appointment of Ken Toombs to its Board of Directors, effective September 21, 2026. Mr. Toombs will serve as an independent director

and as Chair of the Audit Committee.

Mr. Toombs is a thirty-year veteran of the global professional services

industry, most recently serving as Chief Executive Officer of PA Consulting, the London-headquartered innovation and transformation consultancy.

He joined PA Consulting in 2018 to lead its Americas business, where he also held global responsibility for the firm’s healthcare,

life sciences, and energy and utilities sectors and served on the company’s board, before being appointed Chief Executive Officer

in October 2020.

About Ken Toombs

Mr. Toombs served as Global

Head of Infosys Consulting, leading a practice of more than 3,000 consultants worldwide, and as Deputy Chief Executive Officer of Capgemini

Consulting and Chief Executive Officer of its North American business. He was also a partner at PricewaterhouseCoopers and held senior

positions at IBM. He is recognized for expertise in strategic development, new venture creation, mergers and acquisitions and post-merger

integration, and organizational design. Mr. Toombs holds a B.S. in accounting from the University of Southern California and an M.B.A.

from the Kellogg School of Management at Northwestern University. He is based in the Research Triangle region of North Carolina.

“Ken has spent three decades helping organizations grow

without losing the discipline that got them there, and he has done it having a deep familiarity with healthcare and life sciences,”

said James Green, Chief Executive Officer and Chairman of the Board of Vogenx. “We are a small team carrying a pipeline with substantial

potential. Ken’s judgment on how to strategically build and scale an organization will be invaluable in our boardroom, and we are

fortunate to add someone of his caliber.”

“What drew me to Vogenx is the straightforwardness of the

opportunity,” said Mr. Toombs. “There are patients with post-bariatric hypoglycemia and gastroparesis who have no approved

or limited pharmacological options, and there is a molecule here with a very promising clinical record behind it. Helping a focused team

convert that into a company that can deliver a medicine is work worth doing, and I am thrilled to join the Board at this stage.”

About Mizagliflozin

Mizagliflozin is an investigational, first-in-class, orally administered,

minimally absorbed small molecule inhibitor of the sodium-dependent glucose transporter 1 (SGLT1). By reducing and delaying intestinal

glucose absorption, mizagliflozin lowers postprandial glucose absorption and reduces secretion of insulin and gastric inhibitory peptide,

also known as glucose-dependent insulinotropic peptide (GIP). The molecule is being developed by Vogenx for the treatment of PBH, gastroparesis

and GIP-dependent Cushing’s Syndrome. Mizagliflozin has been administered to more than 500 subjects in 10 clinical studies and has

shown statistically significant reductions in postprandial glucose absorption, GIP secretion, and insulin secretion. Mizagliflozin has

also demonstrated improvement in postprandial glucose nadir as well as Level 2 and Level 3 hypoglycemia events in patients diagnosed with

PBH.

About Post-Bariatric Hypoglycemia

PBH is an increasingly recognized chronic side effect of bariatric

surgeries that are commonly performed as a treatment for obesity and related comorbidities. Neuroglycopenic symptoms can include shakiness,

dizziness, confusion, sweating and loss of consciousness. These symptoms can significantly impair quality of life, disrupt normal day-to-day

activities and can be life-threatening. Following bariatric surgeries, patients often overexpress SGLT1 in the intestinal lumen, which

increases the quantity and rate of glucose absorption and leads to increases in the secretion of GIP and insulin. There are currently

no therapeutics approved by the U.S. Food and Drug Administration for the treatment of PBH.

About Vogenx, Inc.

Vogenx, Inc. (Nasdaq: VOGX) is a clinical-stage biopharmaceutical company

based in Raleigh, North Carolina, focused on the discovery and development of novel therapeutics for the treatment of serious metabolic

and gastrointestinal diseases with high unmet medical need. The Company is developing its lead product candidate, mizagliflozin, for post-bariatric

hypoglycemia, gastroparesis and GIP-dependent Cushing’s Syndrome. For more information, please visit https://vogenx.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including

statements regarding the composition and expected contributions of the Company’s Board of Directors, its corporate strategy, anticipated

clinical development plans and timelines, the anticipated use of proceeds from the Company’s initial public offering, and the potential

market opportunity for its product candidates. Words such as “anticipate,” “believe,” “expect,” “intend,”

“plan,” “potential,” “will” and similar expressions are intended to identify forward-looking statements.

These statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual

results to differ materially, including risks related to the initiation, timing and results of clinical trials, regulatory review, reliance

on third parties and the Company’s license from Kissei Pharmaceutical Co., Ltd., the Company’s need for additional capital,

its limited operating history, and its dependence on a small number of key personnel. Additional information on these and other risks

is contained in the Company’s filings with the Securities and Exchange Commission, including the prospectus filed pursuant to Rule

424(b)(4) on August 12, 2026 and subsequent periodic reports. Forward-looking statements speak only as of the date of this release, and

Vogenx undertakes no obligation to update them except as required by law.

Contact

Harrison Seidner, PhD and Nilesh Talele, PhD

WaterSeid Partners, Inc.

ir@vogenx.com

SOURCE: Vogenx, Inc.

# # #

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.3

Cover

Sep. 21, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 21, 2026

Entity File Number

001-43441

Entity Registrant Name

VOGENX, INC.

Entity Central Index Key

0001903784

Entity Tax Identification Number

86-3697324

Entity Incorporation, State or Country Code

Entity Address, Address Line One

Box 19469

Entity Address, City or Town

Raleigh

Entity Address, State or Province

Entity Address, Postal Zip Code

27619

City Area Code

919

Local Phone Number

659-5677

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.0001 par value per share

Trading Symbol

VOGX

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration