Vogenx director holds options, 42K-share note
Vogenx, Inc. (VOGX) director Peter Pieraccini filed an initial ownership report showing derivative positions in the company.
Rhea-AI Filing Summary
Vogenx, Inc. (VOGX) director Peter Pieraccini filed an initial ownership report showing derivative positions in the company. He holds stock options directly for 8,333 shares of common stock at $0.93 expiring July 27, 2032, 3,333 shares at $0.93 expiring January 25, 2033, 3,333 shares at $1.20 expiring January 27, 2034, 3,333 shares at $1.20 expiring January 27, 2035, and 8,333 shares at $1.14 expiring January 1, 2036. He also indirectly holds a Convertible Promissory Note through Steel Buddha, LLC, convertible into 42,735 shares of common stock at $11.70 per share, with automatic conversion immediately prior to Vogenx’s initial public offering and maturity on the earlier of March 8, 2027 or a Company Sale.
Positive
- None.
Negative
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Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Pieraccini Peter
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Option (right to buy) F1 | -- | -- | -- |
| holding | Stock Option (right to buy) F1 | -- | -- | -- |
| holding | Stock Option (right to buy) F2 | -- | -- | -- |
| holding | Stock Option (right to buy) F3 | -- | -- | -- |
| holding | Stock Option (right to buy) F1 | -- | -- | -- |
| holding | Convertible Promissory Note F4, F5 | -- | -- | -- |
Holdings After Transaction:
Stock Option (right to buy) — 26,665 contracts (Direct);
Convertible Promissory Note — 42,735 contracts (Indirect, See Note 5)
Footnotes (5)
- F1. The shares subject to this option are fully vested and exercisable as of the date hereof.
- F2. The shares subject to this option vest as to 1,111 shares on January 26, 2025, 1,111 shares on January 26, 2026 and 1,111 shares on January 26, 2027, subject to the Reporting Person's continued service on each such vesting date.
- F3. The shares subject to this option vest as to 1,111 shares on January 26, 2026, 1,111 shares on January 26, 2027 and 1,111 shares on January 26, 2028, subject to the Reporting Person's continued service on each such vesting date.
- F4. The Convertible Promissory Note was issued on December 8, 2025 and contains various predetermined and automatic conversion provisions contingent upon the occurrence of specified events and, unless earlier converted, matures on the earlier of (a) March 8, 2027 and (b) the consummation of a Company Sale (as defined therein). Immediately prior to the closing of the Issuer's initial public offering ("IPO"), the principal amount of the Convertible Promissory Note will automatically convert into shares of Common Stock at a conversion price equal to $11.70 (90% of the per share price of the Common Stock sold in the IPO). The number of shares reported in Column 3 represents the principal amount divided by the conversion price.
- F5. The Reporting Person is the sole member of Steel Buddha, LLC, the direct owner of the securities.
Key Figures
Stock option underlying shares (0.93, 2032-07-27): 8,333 shares
Stock option underlying shares (0.93, 2033-01-25): 3,333 shares
Stock option underlying shares (1.20, 2034-01-27): 3,333 shares
+5 more
8 metrics
Stock option underlying shares (0.93, 2032-07-27)
8,333 shares
Underlying common shares for stock option at $0.93 expiring July 27, 2032
Stock option underlying shares (0.93, 2033-01-25)
3,333 shares
Underlying common shares for stock option at $0.93 expiring January 25, 2033
Stock option underlying shares (1.20, 2034-01-27)
3,333 shares
Underlying common shares for stock option at $1.20 expiring January 27, 2034
Stock option underlying shares (1.20, 2035-01-27)
3,333 shares
Underlying common shares for stock option at $1.20 expiring January 27, 2035
Stock option underlying shares (1.14, 2036-01-01)
8,333 shares
Underlying common shares for stock option at $1.14 expiring January 1, 2036
Convertible Promissory Note underlying shares
42,735 shares
Principal amount divided by $11.70 conversion price for common stock
Convertible Promissory Note conversion price
$11.70 per share
90% of per share price of common stock sold in IPO
Convertible Promissory Note maturity
March 8, 2027
Matures on earlier of March 8, 2027 and a Company Sale
Key Terms
Convertible Promissory Note, initial public offering, Company Sale, vesting, +1 more
5 terms
Convertible Promissory Note financial
"The Convertible Promissory Note was issued on December 8, 2025 and contains"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
initial public offering financial
"Immediately prior to the closing of the Issuer's initial public offering ("IPO")"
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.
Company Sale financial
"matures on the earlier of (a) March 8, 2027 and (b) the consummation of a Company Sale"
vesting financial
"The shares subject to this option vest as to 1,111 shares on January 26, 2025"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
Common Stock financial
"convert into shares of Common Stock at a conversion price equal to $11.70"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does VOGX’s Form 3 filing disclose about Peter Pieraccini?
It discloses that director Peter Pieraccini holds several stock options in Vogenx, Inc. and an indirect interest in a Convertible Promissory Note that can convert into 42,735 shares of common stock, providing a detailed picture of his derivative ownership in VOGX.
What are the terms of Peter Pieraccini’s Convertible Promissory Note in VOGX?
The Convertible Promissory Note, issued December 8, 2025, is convertible into 42,735 Vogenx common shares at $11.70 per share. It automatically converts immediately before Vogenx’s IPO and otherwise matures on the earlier of March 8, 2027 or a Company Sale.
How is the Convertible Promissory Note in VOGX held by Peter Pieraccini?
The Convertible Promissory Note is held indirectly through Steel Buddha, LLC. A footnote states that Peter Pieraccini is the sole member of Steel Buddha, LLC, which is the direct owner of the securities.
Are Peter Pieraccini’s VOGX stock options vested?
Options tied to certain tranches are fully vested and exercisable as of the filing date, while others vest in 1,111-share installments on specified dates in 2025, 2026, 2027, and 2028, subject to his continued service on each vesting date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
