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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): October 7, 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.
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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Richard Gorman as a Director
and Employment as Chief Commercial Officer
On October 7, 2026, concurrent with his becoming
an employee of Vogenx, Inc. (the “Company”) as Chief Commercial Officer, Richard Gorman resigned from the Board of Directors
(“Board”) of the Company and from all committees of the Board on which he served, including the Audit Committee, the Compensation
Committee, and the Nominating and Corporate Governance Committee, effective October 12, 2026. Mr. Gorman’s resignation was not the
result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
| Item 7.01. |
Regulation FD Disclosure. |
On October 9, 2026, the Company issued a press
release announcing the resignation of Richard Gorman from the Board and his employment as the Company’s Chief Commercial Officer.
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 October 9, 2026, announcing the appointment of Richard Gorman as Chief Commercial Officer |
| |
|
| 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: October 9, 2026 |
By: |
/s/ James Green |
| |
Name: |
James Green |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
VOGENX, INC.
3901 Barrett Drive, Suite 300 |
Raleigh, North Carolina 27609 | Nasdaq: VOGX
FOR IMMEDIATE RELEASE
Vogenx Appoints Board Member Richard Gorman as Chief Commercial
Officer
Thirty-year biopharmaceutical commercial leader
transitions from the Board of Directors to Chief Commercial Officer
Appointment strengthens corporate strategy, business
development and commercial readiness as the Company advances mizagliflozin following its August 2026 initial public offering
RALEIGH, N.C., October 9, 2026 / Vogenx, Inc. (Nasdaq: VOGX),
a clinical-stage developer of novel therapeutics for the treatment of serious metabolic and gastrointestinal diseases, today announced
that Richard “Rich” Gorman will join the Vogenx management team as Chief Commercial Officer, effective October 12, 2026. Concurrent
with his joining the management team, Mr. Gorman, who has served as an independent member of the Vogenx Board of Directors since 2022,
will resign as a member of the Board and its committees. Vogenx will conduct a search to identify a new independent director to join the
Board.
In this newly created role, Mr. Gorman will lead commercial operations
and corporate strategy for Vogenx, including market development for post-bariatric hypoglycemia (PBH), gastroparesis, and long-range portfolio
planning across the Company’s pipeline. Mr. Gorman will initially also be responsible for business development activities, including
partnering and licensing strategy.
“Rich has been a trusted voice in our boardroom since 2022 and
has helped shape the strategy that carried this Company from its early days through to the public markets,” said James Green, Chief
Executive Officer and Chairman of the Board of Vogenx. “As we prepare to move mizagliflozin into later-stage development, the questions
in front of us will be increasingly commercial ones: how we define these markets and how we prepare to reach patients who today have limited
or no FDA-approved drug treatment options. Bringing Rich across the table and onto the management team is the clearest way to answer them.”
About Richard Gorman
Mr. Gorman is a 30-year commercial leader
in the life sciences industry who has supported more than 25 product launches in the U.S. and international markets, including rare disease
and specialty products, with peak sales ranging from $350 million to more than $3 billion. He has guided development-stage companies
through each element of the transition to successful commercial execution: building commercial infrastructure, establishing distribution
models, developing pricing and market access strategies, and meeting the regulatory requirements for launch. His experience includes
several metabolic disease launches, among them the U.S. launch strategy for one of the first GLP-1 receptor agonists. Most recently,
following the combination of Envision Pharma Group’s Two Labs and Strategic Consulting units, he served as President, Life Science
Commercialization and Strategic Consulting at Envision, where he led strategic consulting for launch readiness, health economics and
pricing strategy for emerging biopharma companies bringing their first product to market. Previously, he was Chief Commercial Officer
and Global Head of Strategy at Amplity Health and Global Head of Commercial Business Development at Syneos Health where he shaped end-to-end
clinical and commercial plans for biopharma clients, from pre-approval medical communications through post-approval commercial operations
deployment and launch. Earlier, he served as Chief Executive of a specialty pharmaceutical company and held senior leadership roles at
Andrx Pharmaceuticals, Thergen, Tiber Laboratories and Gorbec Pharmaceutical Services. He began his career in sales and marketing at
Marion Laboratories. Mr. Gorman holds a B.S. from John Carroll University and an M.B.A. from the University of South Florida.
“I have spent years watching this team do a great deal in a capital
efficient manner, and the need for mizagliflozin has only gotten stronger,” said Mr. Gorman. “PBH and gastroparesis are serious,
underserved conditions with limited pharmacological options, and I am glad to be joining the leadership team at this pivotal time for
the Company.”
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 Company’s leadership transition, corporate
and commercial 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, the Company’s ability to establish sales, marketing and commercial capabilities,
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.
Contacts
Harrison Seidner, PhD and Nilesh Talele,
PhD
WaterSeid Partners, Inc.
ir@vogenx.com
SOURCE: Vogenx, Inc.
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