Vogenx CFO Delmar reports 700,000-share stake
Vogenx, Inc. (VOGX) reported the initial beneficial ownership of director and Chief Financial Officer Steven R. Delmar on a Form 3.
Rhea-AI Filing Summary
Vogenx, Inc. (VOGX) reported the initial beneficial ownership of director and Chief Financial Officer Steven R. Delmar on a Form 3. He directly owns 700,000 shares of Common Stock. He also holds stock options to acquire 83,333 shares at an exercise price of $0.93 per share, fully vested and exercisable, expiring on July 27, 2032.
Delmar additionally holds options to acquire 25,000 shares at $1.14 per share, vesting in three annual tranches from April 1, 2026 through April 1, 2028, and expiring on January 1, 2036. He also holds a Convertible Promissory Note convertible into 4,273 shares of Common Stock at $11.70 per share, with automatic conversion immediately prior to the company’s IPO and stated maturity on the earlier of March 8, 2027 or a Company Sale.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
DELMAR STEVEN R
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Option (right to buy) F1 | -- | -- | -- |
| holding | Stock Option (right to buy) F2 | -- | -- | -- |
| holding | Convertible Promissory Note F3 | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Option (right to buy) — 108,333 contracts (Direct);
Convertible Promissory Note — 4,273 contracts (Direct);
Common Stock — 700,000 shares (Direct)
Footnotes (3)
- 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 8,334 shares on April 1, 2026, 8,333 shares on April 1, 2027, and 8,333 shares on April 1, 2028, subject to the Reporting Person's continued service on each such vesting date.
- F3. 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.
Key Figures
Common Stock held: 700,000 shares
Stock option underlying shares (fully vested): 83,333 shares at $0.93
Stock option underlying shares (time-vested): 25,000 shares at $1.14
+3 more
6 metrics
Common Stock held
700,000 shares
Direct ownership of Vogenx, Inc. Common Stock
Stock option underlying shares (fully vested)
83,333 shares at $0.93
Stock Option (right to buy) expiring July 27, 2032
Stock option underlying shares (time-vested)
25,000 shares at $1.14
Stock Option (right to buy) expiring January 1, 2036
Convertible Promissory Note underlying shares
4,273 shares at $11.70
Principal amount divided by $11.70 conversion price
Convertible Promissory Note maturity
Earlier of March 8, 2027 or a Company Sale
Unless earlier converted under its terms
Option vesting dates
April 1, 2026; April 1, 2027; April 1, 2028
Vesting schedule for 25,000-share option at $1.14
Key Terms
Convertible Promissory Note, initial public offering, Company Sale, vest
4 terms
Convertible Promissory Note financial
"The Convertible Promissory Note was issued on December 8, 2025"
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"
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"
vest financial
"The shares subject to this option vest as to 8,334 shares on April 1, 2026"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider role does Steven R. Delmar hold at VOGX?
Steven R. Delmar is reported as a director, Chief Financial Officer, and more-than-10% beneficial owner of Vogenx, Inc., according to the Form 3 filing.
What stock options does Steven R. Delmar hold in VOGX?
He holds options on 83,333 shares at an exercise price of $0.93 per share, fully vested and exercisable to July 27, 2032, and options on 25,000 shares at $1.14 per share, vesting annually from April 1, 2026 through April 1, 2028, expiring January 1, 2036.
What are the terms of Steven R. Delmar’s Convertible Promissory Note in VOGX?
He holds a Convertible Promissory Note issued December 8, 2025, convertible into 4,273 shares of Common Stock at $11.70 per share. It converts automatically immediately before the IPO and otherwise matures on the earlier of March 8, 2027 or a Company Sale.
Are Delmar’s VOGX options already vested?
The option for 83,333 shares at $0.93 is fully vested and exercisable. The option for 25,000 shares at $1.14 vests in three installments: 8,334 shares on April 1, 2026, and 8,333 shares on each of April 1, 2027 and April 1, 2028, subject to continued service.
AI-generated analysis. How Rhea-AI works. Not financial advice.
