Vogenx, Inc 8-K, filed Sep 22, 2026
Vogenx, Inc. (VOGX)
About this 8-K
Vogenx, Inc filed this 8-K on September 22, 2026, reporting on events of September 21, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
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(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| Vogenx,
Inc. |
||
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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.
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