Beneficial Ownership Report · SCHEDULE 13G
Vogenx Inc
VOGXNASDAQEQUITYCurrent
Beneficial Ownership Report
Structured filing — SCHEDULE 13G
primary_doc.xml
Subject company
- Company
- Vogenx, Inc.
- Company CIK
- 0001903784
- Street
- 3901 BARRETT DRIVE, SUITE 300
- City
- RALEIGH
- State / country code
- NC
- Postal code
- 27609
Statement details
- Security class
- Common Stock, $0.0001 par value per share
- Event date
- 09/30/2026
- Rule designation
- Rule 13d-1(b)
Reporting person 1
- Name
- Adage Capital Management, L.P.
- Citizenship / organization
- DE
- Reporting person type
- IA · PN
- Aggregate amount owned
- 800,000.00
- Percent of class
- 5.39
- Sole voting power
- 0.00
- Shared voting power
- 800,000.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 800,000.00
- Aggregate excludes certain shares
- N
Reporting person 2
- Name
- Robert Atchinson
- Citizenship / organization
- X1
- Reporting person type
- HC · IN
- Aggregate amount owned
- 800,000.00
- Percent of class
- 5.39
- Sole voting power
- 0.00
- Shared voting power
- 800,000.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 800,000.00
- Aggregate excludes certain shares
- N
Reporting person 3
- Name
- Phillip Gross
- Citizenship / organization
- X1
- Reporting person type
- HC · IN
- Aggregate amount owned
- 800,000.00
- Percent of class
- 5.39
- Sole voting power
- 0.00
- Shared voting power
- 800,000.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 800,000.00
- Aggregate excludes certain shares
- N
Item 1
Issuer
Vogenx, Inc.
Principal executive office address
PO Box 19469, Raleigh, NC 27619
Item 2
Citizenship
ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
Filing person
This statement is filed by: (i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the shares of common stock, par value $0.0001 per share ("Common Stock") of Vogenx, Inc., a Delaware corporation (the "Company"), directly held by ACP; (ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners, L.L.C., a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the Common Stock directly held by ACP; and (iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the Common Stock directly held by ACP. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
Principal business or residence address
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
Item 3
Not applicable indication
N
Type of filing person
IA · HC
Item 4
Percent of class
5.39%
Amount beneficially owned
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 14,855,087 shares of Common Stock outstanding as of September 17, 2026, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the Securities and Exchange Commission on September 17, 2026.
Sole voting power
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Shared voting power
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Sole dispositive power
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Shared dispositive power
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5
Not applicable indication
Y
Item 6
Not applicable indication
N
Ownership on behalf of another person
See Item 2(a).
Item 7
Not applicable indication
N
Subsidiaries
See Item 2(a) and Item 3.
Item 8
Not applicable indication
Y
Item 9
Not applicable indication
Y
Item 10
Not applicable indication
N
Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Exhibits
Exhibit 99.1: Joint Filing Agreement
Signature 1
- Reporting person
- Adage Capital Management, L.P.
- Signed
- /s/ Robert Atchinson
- Title
- By: Adage Capital Partners, L.L.C., its General Partner, By: Robert Atchinson, its Managing Member
- Date
- 11/12/2026
Signature 2
- Reporting person
- Robert Atchinson
- Signed
- /s/ Robert Atchinson
- Title
- Robert Atchinson, individually
- Date
- 11/12/2026
Signature 3
- Reporting person
- Phillip Gross
- Signed
- /s/ Phillip Gross
- Title
- Phillip Gross, individually
- Date
- 11/12/2026
Filed exhibits
- JOINT FILING AGREEMENT ↗p15113355exh_99-1.htm
Company context
We are a clinical-stage biopharmaceutical company focused on the discovery and development of novel therapies for the treatment of serious diseases associated with dysfunctions in human metabolism, including post-bariatric hypoglycemia, or PBH, and gastroparesis. Our company was founded in 2021 by experienced leaders with proven expertise developing drugs in the metabolic disease space. Our primary objective is to advance our lead investigational product candidate, mizagliflozin, a selective inhibitor of the sodium-glucose transporter 1, or SGLT1, through clinical development for disorders related to glucose absorption and postprandial dysregulation, and towards regulatory approval.