false
0001903784
0001903784
2026-11-06
2026-11-06
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)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 6, 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.) |
PO
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 ☒
If
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 2.02. |
Results of Operations and Financial Condition. |
On November 6, 2026, Vogenx, Inc. issued a
press release announcing its financial results for the fiscal quarter ended September 30, 2026. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including
Exhibit 99.1 attached hereto, is being furnished and 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 to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, 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 November 6, 2026 |
| |
|
| 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: November 6, 2026 |
By: |
/s/ James Green |
| |
Name: |
James Green |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Vogenx Reports Third Quarter 2026 Financial
Results and Business Highlights
Advances PBH Development Program Following August
2026 Initial Public Offering
Strengthens Balance Sheet with $82.1 Million
in Total Cash, Cash Equivalents, and Marketable Securities
RALEIGH, NC / ACCESS Newswire / November 6, 2026 – Vogenx,
Inc. (Nasdaq: VOGX), a clinical-stage developer of novel therapeutics for the treatment of serious metabolic and gastrointestinal diseases,
today announced its financial results for the third quarter and provided a corporate update.
“Our third quarter performance marks a pivotal milestone for
Vogenx following our successful public listing in August," said James Green, Chief Executive Officer of Vogenx. “The EMERGE
study is now up and running and we have added critical headcount across the Company, positioning us to advance the development of mizagliflozin
for both post-bariatric hypoglycemia (PBH) and gastroparesis.”
Recent Corporate & Clinical Highlights
Clinical Pipeline Update:
In October 2026, the Company initiated
EMERGE (NCT07760961), a randomized, placebo-controlled, double-blind, parallel-group, Phase 2b study evaluating mizagliflozin 5 mg and
10 mg for 28 days in approximately 36 adults with PBH. The EMERGE study will be conducted at multiple centers in the United States, with
topline results expected in the second half of 2027. The Company plans to initiate a Phase 2 study of mizagliflozin for gastroparesis
in the first half of 2027.
Initial Public Offering:
In August 2026, the Company completed
its $93.4 million IPO, pursuant to which the Company issued and sold 7,187,500 shares of its common stock at a public offering price of
$13.00 per share, including 937,500 additional shares of its common stock pursuant to the exercise in full by the underwriter of its option
to purchase shares of common stock from the Company at the IPO price. After deducting underwriting discounts, commissions and offering
expenses payable by the Company, the Company received net proceeds from the IPO of approximately $84.4 million.
Leadership and Board Updates:
In September 2026, Ken Toombs was appointed
as an independent member of the Vogenx board of directors and chair of the audit committee. In October 2026, Rich Gorman joined the Vogenx
management team as Chief Commercial Officer concurrently with his resignation as an independent member of the board of directors, effective
October 12, 2026. Mr. Gorman will lead commercial operations, corporate strategy and business development.
Financial Highlights
| ● | Cash Position: As of September 30, 2026, the Company’s cash, cash equivalents, and marketable securities totaled $82.1
million, compared to $601 thousand as of December 31, 2025. This significant increase was secured through net proceeds from the Company’s
August 2026 IPO. |
| ● | Research and Development (R&D) Expenses: R&D expenses for the three months ended September 30, 2026, rose to $1.1 million,
compared to $125 thousand for the same period in 2025. The increase was primarily driven by $714 thousand in direct program expenses for
the PBH EMERGE Phase 2b study and expanded department headcount. |
| ● | General and Administrative (G&A) Expenses: G&A expenses for the three months ended September 30, 2026, were $704 thousand,
compared to $178 thousand for the three months ended September 30, 2025. The increase reflects $237 thousand in personnel costs and $214
thousand in incremental public company operational expenses. |
| ● | Net Loss and EPS: Net loss for the three months ended September 30, 2026, was $4.9 million, or $(0.47) per basic and diluted
share, compared to a net loss of $284 thousand, or $(0.05) per basic and diluted share, for the same period in 2025. The
net loss for the quarter was the result of operating expenses of $1.8 million, the change in warrant liability of $3.4 million offset by
interest income of $0.3 million. |
——————————————————————————————
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 design, conduct, enrollment, timing and results
of the EMERGE Phase 2b study, including the expected timing of topline data; the potential of mizagliflozin to treat post-bariatric hypoglycemia
and other indications; anticipated clinical development plans and timelines; the anticipated use of proceeds from the Company's initial
public offering, and its capital requirements and need for additional financing; and the potential market opportunity for its product
candidates. Words such as "anticipate," "believe," "continue," "estimate," "expect,"
"intend," "may," "plan," "potential," "should," "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, enrollment
and results of clinical trials, the possibility that results of earlier studies may not be predictive of later studies, regulatory review,
competition, including the possibility that competitors obtain regulatory approval before the Company, reliance on third parties including
clinical research organizations and clinical trial sites, the Company's license from Kissei Pharmaceutical Co., Ltd., the Company's need
for additional capital, its limited operating history, its dependence on a small number of key personnel, and the material weaknesses
identified in its internal control over financial reporting. Additional information on these and other risks is contained in the Company's
filings with the Securities and Exchange Commission (SEC), including the Company’s Quarterly Report on Form 10-Q for quarter ended
June 30, 2026 filed with the SEC on September 17, 2026. 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.
Vogenx, Inc.
Condensed Balance Sheets
Unaudited
| | |
September 30,
2026 | | |
December 31,
2025 | |
| | |
| | |
| |
| Assets | |
| | |
| |
| Current assets | |
| | |
| |
| Cash and cash equivalents | |
$ | 5,126,137 | | |
$ | 601,010 | |
| Deferred offering costs | |
| - | | |
| 63,363 | |
| Marketable securities | |
| 76,991,943 | | |
| - | |
| Prepaid expenses and other current assets | |
| 725,193 | | |
| 16,797 | |
| | |
| | | |
| | |
| Total current assets | |
| 82,843,273 | | |
| 681,170 | |
| | |
| | | |
| | |
| Total assets | |
$ | 82,843,273 | | |
$ | 681,170 | |
| | |
| | | |
| | |
| Liabilities and stockholders’ equity (deficit) | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 523,570 | | |
$ | 62,964 | |
| Accrued expenses | |
| 318,900 | | |
| 709,818 | |
| Warrant liability | |
| - | | |
| 11,323 | |
| Convertible promissory notes payable, related party | |
| - | | |
| 816,300 | |
| | |
| | | |
| | |
| Total current liabilities | |
| 842,470 | | |
| 1,600,405 | |
| | |
| | | |
| | |
| Total liabilities | |
| 842,470 | | |
| 1,600,405 | |
| | |
| | | |
| | |
| Total stockholders’ equity (deficit) | |
| 82,000,803 | | |
| (919,235 | ) |
| | |
| | | |
| | |
| Total liabilities and stockholders’ equity (deficit) | |
$ | 82,843,273 | | |
$ | 681,170 | |
Vogenx, Inc.
Condensed Statements of Operations
(Unaudited)
| | |
Three Months Ended
September 30, | | |
Nine Months Ended
September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
| | |
| | |
| | |
| |
| Operating expenses | |
| | |
| | |
| | |
| |
| Research and development | |
$ | 1,079,000 | | |
$ | 124,813 | | |
$ | 1,473,697 | | |
$ | 430,517 | |
| General and administrative | |
| 703,736 | | |
| 177,664 | | |
| 1,127,576 | | |
| 554,818 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total operating expenses | |
| 1,782,736 | | |
| 302,477 | | |
| 2,601,273 | | |
| 985,335 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other (expense) income | |
| | | |
| | | |
| | | |
| | |
| Change in fair value of warrant liability | |
| (3,436,669 | ) | |
| 16,984 | | |
| (3,426,761 | ) | |
| 43,876 | |
| Change in fair value of convertible promissory notes payable, related party | |
| (26,777 | ) | |
| - | | |
| (78,177 | ) | |
| - | |
| Interest income | |
| 338,579 | | |
| 1,086 | | |
| 338,726 | | |
| 5,636 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total other (expense) income | |
| (3,124,867 | ) | |
| 18,070 | | |
| (3,166,212 | ) | |
| 49,512 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
$ | (4,907,603 | ) | |
$ | (284,407 | ) | |
$ | (5,767,485 | ) | |
$ | (935,823 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per common share – basic and diluted | |
$ | (0.47 | ) | |
$ | (0.05 | ) | |
$ | (0.82 | ) | |
$ | (0.17 | ) |
| Weighted average common shares outstanding – basic and diluted | |
| 10,404,831 | | |
| 5,451,873 | | |
| 6,995,883 | | |
| 5,451,873 | |
Contact
Harrison Seidner, PhD and Nilesh Talele, PhD
WaterSeid Partners, Inc.
ir@vogenx.com
