Vogenx adds Ken Toombs as audit committee chair

Vogenx adds long-time consulting executive Ken Toombs as independent director and Audit Committee chair while advancing mizagliflozin for high‑need metabolic and GI indications.

Rhea-AI Filing Summary

Vogenx, Inc. (VOGX), a clinical-stage biopharmaceutical company focused on serious metabolic and gastrointestinal diseases, has appointed Ken Toombs to its Board as a Class II independent director, effective September 21, 2026, with a term running until the 2028 annual meeting of stockholders. He will serve on the Audit, Compensation, and Nominating and Corporate Governance Committees and act as Chair of the Audit Committee. The Board also named Peter Pieraccini as Chair of the Compensation Committee. Toombs brings roughly three decades of global professional services and life sciences-related leadership, including roles as Chief Executive Officer of PA Consulting and senior positions at Infosys Consulting, Capgemini Consulting, PricewaterhouseCoopers and IBM. Vogenx is developing its lead candidate, mizagliflozin, an investigational SGLT1 inhibitor, for post-bariatric hypoglycemia, gastroparesis and GIP-dependent Cushing’s Syndrome, supported by clinical data from more than 500 subjects across 10 studies.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Board appointment effective date: September 21, 2026 Director term end reference: 2028 annual meeting of stockholders Clinical subjects: More than 500 subjects +3 more

6 metrics

Board appointment effective date September 21, 2026 Effective date of Ken Toombs’s appointment as director and Audit Committee Chair

Director term end reference 2028 annual meeting of stockholders End of Class II director term for Ken Toombs unless earlier departure or successor

Clinical subjects More than 500 subjects Mizagliflozin administered to over 500 subjects in clinical development

Clinical studies 10 clinical studies Number of clinical studies in which mizagliflozin has been evaluated

Industry experience 30 years Approximate duration of Ken Toombs’s professional services industry career

Initial public offering timing August 2026 Month and year of Vogenx’s initial public offering referenced in the release

Key Terms

post-bariatric hypoglycemia, gastroparesis, GIP-dependent Cushing’s Syndrome, sodium-dependent glucose transporter 1 (SGLT1), +2 more

6 terms

post-bariatric hypoglycemia medical

"for the treatment of PBH, gastroparesis and GIP-dependent Cushing’s Syndrome"

Post-bariatric hypoglycemia is a condition of abnormally low blood sugar that can occur after weight-loss surgery, driven by faster food passage and an exaggerated insulin response. For investors, it matters because the condition can create steady demand for diagnostics, monitoring devices, medications and specialist care, affect clinical trial design and regulatory scrutiny, and alter long-term cost and reimbursement dynamics—like a new problem that creates a market for fixes.

gastroparesis medical

"for the treatment of PBH, gastroparesis and GIP-dependent Cushing’s Syndrome"

Gastroparesis is a disorder in which the stomach’s muscles or the nerves that control them stop moving food through the digestive tract at a normal pace — imagine a conveyor belt in a factory that slows or stalls, causing nausea, vomiting, bloating and poor nutrient absorption. Investors track it because it creates a sustained market for drugs, devices and procedures, influences clinical trial and regulatory risk, and can drive recurring healthcare costs and reimbursement decisions that affect company revenues.

GIP-dependent Cushing’s Syndrome medical

"for the treatment of PBH, gastroparesis and GIP-dependent Cushing’s Syndrome"

sodium-dependent glucose transporter 1 (SGLT1) medical

"small molecule inhibitor of the sodium-dependent glucose transporter 1 (SGLT1)"

Level 2 and Level 3 hypoglycemia medical

"improvement in postprandial glucose nadir as well as Level 2 and Level 3 hypoglycemia"

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning of"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

What did Vogenx (VOGX) announce in this Form 8-K?

Vogenx announced the appointment of Ken Toombs to its Board of Directors as a Class II independent director and Chair of the Audit Committee, effective September 21, 2026, and the designation of Peter Pieraccini as Chair of the Compensation Committee.

What role will Ken Toombs play at Vogenx (VOGX)?

Ken Toombs will serve as an independent Class II director on the Vogenx Board until the 2028 annual meeting, or earlier departure, and will sit on the Audit, Compensation, and Nominating and Corporate Governance Committees, acting as Chair of the Audit Committee.

What is Vogenx (VOGX) developing mizagliflozin to treat?

Vogenx is developing its lead product candidate mizagliflozin for the treatment of post-bariatric hypoglycemia (PBH), gastroparesis and GIP-dependent Cushing’s Syndrome, targeting serious metabolic and gastrointestinal diseases with high unmet medical need.

How much clinical experience exists with mizagliflozin at Vogenx (VOGX)?

Mizagliflozin has been administered to more than 500 subjects across 10 clinical studies, where it has shown statistically significant reductions in postprandial glucose absorption, GIP secretion and insulin secretion, and improvements in postprandial glucose nadir and Level 2 and Level 3 hypoglycemia events in PBH patients.

What is post-bariatric hypoglycemia (PBH) as discussed by Vogenx (VOGX)?

Post-bariatric hypoglycemia is described as a chronic side effect of bariatric surgeries, associated with symptoms such as shakiness, dizziness, confusion, sweating and loss of consciousness, and can be life‑threatening. The company notes there are currently no FDA‑approved therapeutics for PBH.

What stage is Vogenx (VOGX) as a company and when did it go public?

Vogenx is a clinical-stage biopharmaceutical company based in Raleigh, North Carolina. It states that the Board appointment broadens independent oversight as the company scales operations following its August 2026 initial public offering.

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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): 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. 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.

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)

1

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

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.

# # #

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 13.0 KB

Other Documents

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