Vogenx IPO extra shares lift proceeds to $93.4M

Vogenx, Inc. (VOGX) reports that JonesTrading Institutional Services LLC fully exercised its 45‑day over‑allotment option related to Vogenx’s recent initial public offering.

Rhea-AI Filing Summary

Vogenx, Inc. (VOGX) reports that JonesTrading Institutional Services LLC fully exercised its 45‑day over‑allotment option related to Vogenx’s recent initial public offering. The option covered 937,500 additional shares of common stock at a public offering price of $13.00 per share, closing on August 19, 2026 and generating additional gross proceeds of approximately $12,187,500 before underwriting discounts, commissions and expenses. Including these shares, a total of 7,187,500 shares have been issued and sold in the offering, for aggregate gross proceeds of approximately $93,437,500.

Positive

• Full exercise of over-allotment increases IPO gross proceeds to approximately $93,437,500, expanding Vogenx’s capital base.
• Additional 937,500 shares sold at the IPO price of $13.00 per share indicate sufficient demand to support the full over-allotment.

Negative

• None.

Filing Explained

Because the fully exercised over-allotment option resulted in 937,500 additional common shares being issued and sold, the offering now totals 7,187,500 shares; issuing those shares increases the total share count and reduces existing holders’ percentage ownership, absent offsetting changes.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Base IPO shares sold: 6,250,000 shares Over-allotment shares: 937,500 shares Total shares sold in offering: 7,187,500 shares +4 more

7 metrics

Base IPO shares sold 6,250,000 shares Initial public offering completed on August 13, 2026

Over-allotment shares 937,500 shares Additional shares sold upon full exercise of over-allotment option on August 19, 2026

Total shares sold in offering 7,187,500 shares Aggregate common shares issued in IPO including over-allotment

IPO price per share $13.00 per share Public offering price for both base and over-allotment shares

Base IPO gross proceeds $81,250,000 Gross proceeds from 6,250,000 shares before underwriting discounts and expenses

Over-allotment gross proceeds $12,187,500 Additional gross proceeds from 937,500 shares before underwriting discounts and expenses

Total gross proceeds $93,437,500 Aggregate IPO gross proceeds including full exercise of over-allotment option

Key Terms

initial public offering, Over-Allotment Option, underwriting agreement, emerging growth company

4 terms

initial public offering financial

"consummated its initial public offering (the “Offering”) of 6,250,000 shares"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

Over-Allotment Option financial

"the Company granted the Underwriter a 45-day option to purchase up to 937,500 additional shares of common stock at the public offering price of $13.00 (the “Over-Allotment Option”)"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

underwriting agreement financial

"underwriting agreement dated August 11, 2026 (the “Underwriting Agreement”)"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Vogenx, Inc. (VOGX) announce regarding its IPO over-allotment option?

Vogenx announced that the underwriter fully exercised its IPO over-allotment option for 937,500 additional shares at $13.00 per share, providing about $12,187,500 in additional gross proceeds before underwriting discounts, commissions and offering expenses.

How many total shares did VOGX sell in its IPO including the over-allotment?

Including the over-allotment, Vogenx sold a total of 7,187,500 shares of common stock. This consists of 6,250,000 shares from the base offering plus 937,500 shares from the fully exercised over-allotment option.

What are the total gross proceeds from VOGX’s IPO after the over-allotment exercise?

Total gross proceeds from Vogenx’s offering are approximately $93,437,500. This includes $81,250,000 from the initial 6,250,000 shares and about $12,187,500 from the 937,500 over-allotment shares, all before underwriting discounts and expenses.

What was the IPO price per share for VOGX common stock?

The IPO price for Vogenx common stock was $13.00 per share. Both the initial 6,250,000 shares and the additional 937,500 over-allotment shares were sold at this same public offering price under the underwriting agreement.

Who was the underwriter for VOGX’s IPO and over-allotment option?

JonesTrading Institutional Services LLC acted as underwriter for Vogenx’s offering. Under the underwriting agreement, it held a 45‑day option to purchase up to 937,500 additional shares, which it fully exercised on August 19, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/19/2026 - 04:05 PM EDT Learn about SEC filing dates

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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): August 19, 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 8.01. Other Events.

As previously reported, on August 13, 2026, Vogenx, Inc., a Delaware corporation (the “Company”), consummated its initial public offering (the “Offering”) of 6,250,000 shares of the Company’s common stock, par value $0.0001 per share, at a public offering price of $13.00 per share, generating gross proceeds of $81,250,000. Under the terms of an underwriting agreement dated August 11, 2026 (the “Underwriting Agreement”) by and between the Company and JonesTrading Institutional Services LLC (the “Underwriter”), the Company granted the Underwriter a 45-day option to purchase up to 937,500 additional shares of common stock at the public offering price of $13.00 (the “Over-Allotment Option”).

On August 19, 2026, the Company closed on the fully exercised Over-Allotment Option, resulting in additional gross proceeds to the Company of approximately $12,187,500, before deducting underwriting discounts, commissions and offering expenses. After giving effect to the full exercise of the Over-Allotment Option, a total of 7,187,500 shares of common stock have been issued and sold in the Offering, and the gross proceeds from the Offering, including the full exercise of the Over-Allotment Option, before deducting underwriting discounts, commissions and estimated offering expenses, were approximately $93,437,500.

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: August 19, 2026	By:	/s/ James Green
	Name:	James Green
	Title:	Chief Executive Officer

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• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB