Current Report · Items 5.02, 7.01, 9.01 · 8-K
Vogenx, Inc.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
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.…
Filed Sep 22, 2026Accepted Sep 22, 2026, 4:01 PM EDTCIK 1903784Accession 0001185185-26-004202
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.
Disclosure sections
Items 5.02, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.02Item 5.02 - Departure/Election of Directors
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)
Item 7.01Item 7.01 - Regulation FD Disclosure
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.]
Filed exhibits (1)
EX-99.1 (by filename) vogenxex99-1.htmExhibit 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 …
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