Vogenx prices IPO of 6,250,000 shares at $13.00 on Nasdaq

Vogenx, Inc., a clinical-stage biopharmaceutical company based in Raleigh, North Carolina, priced its initial public offering of 6,250,000 shares of common stock at $13.00 per share, according to a Form 424B4 prospectus dated August 11, 2026. The shares are approved for listing on the Nasdaq Capital Market under the symbol VOGX. The underwriters expected to deliver the shares against payment on August 13, 2026.

The company's July 15 registration statement had left the share count and price range blank. It also reported $251 thousand of cash and cash equivalents at March 31, 2026, a net loss of $475 thousand for the first quarter and an accumulated deficit of $11.3 million. The auditor, BDO USA, P.C., included a going-concern paragraph in its report, and the financial statements for 2024 and 2025 were restated to correct the net loss per share calculation.

Pricing, fees and proceeds

The offering totals $81,250,000 before underwriting discounts. Underwriting discounts and commissions are $0.91 per share, or $5,687,500, which leaves proceeds of $75,562,500 before expenses. The prospectus estimates net proceeds of about $73.6 million after discounts and estimated offering expenses. The company granted the underwriters a 45-day option to buy up to 937,500 more shares at the offering price, which the prospectus says would lift estimated net proceeds to about $84.9 million. After the offering, 13,917,587 shares would be outstanding, or 14,855,087 if the option is exercised in full.

Who arranged it

JonesTrading Institutional Services LLC is the sole book-running manager and representative of the underwriters, on a firm commitment basis. Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. of Raleigh passes on the validity of the shares for Vogenx, and Sichenzia Ross Ference Carmel LLP of New York is counsel to the underwriters. The prospectus names no co-manager, placement agent or financial advisor.

Dilution and use of proceeds

The prospectus puts historical net tangible book value at a deficit of $(12.2) million, or $(2.31) per share, at March 31, 2026. After the offering and the conversion of preferred stock and convertible notes, pro forma as adjusted net tangible book value would be $72.9 million, or $5.24 per share. New investors face immediate dilution of $7.76 per share.

The company plans to spend about $26.3 million on the Phase 2b EMERGE study in post-bariatric hypoglycemia, and about $20.4 million on a Phase 2 proof-of-concept trial in gastroparesis. About $844 thousand would pay accrued expenses, including $769 thousand in accrued salary and bonus owed to employees. The company says the proceeds plus existing cash should fund operations through 2028, but will not fund any product candidate through Phase 3 trials or approval, and that it will need to raise substantial additional capital.

The drug and the trials

The lead candidate is mizagliflozin, a selective inhibitor of SGLT1, a glucose transporter in the gut, being developed for post-bariatric hypoglycemia (PBH), gastroparesis and GIP-dependent Cushing's Syndrome. The prospectus says Kissei Pharmaceutical discovered the compound and that Vogenx obtained exclusive worldwide rights in 2021, excluding Japan, Korea and Taiwan, in exchange for milestone payments and royalties on net sales.

The company says mizagliflozin has been given to more than 500 subjects in 10 clinical studies, and that two Phase 2 studies in PBH patients showed a statistically significant reduction in postprandial glucose absorption and insulin secretion. Those two studies involved a total of 24 PBH patients. The Phase 2b EMERGE study is designed to determine whether 5 mg and 10 mg taken three times a day reduce Level 2 and Level 3 hypoglycemic events compared with placebo. Startup work has begun and screening is expected to start in 2026. The gastroparesis trial is expected to start in 2027. A preclinical molecule, VGX-2857, is being considered for weight maintenance.

What the pricing does not show

The IPO raised $81,250,000 before fees for a company that reported $251 thousand of cash at March 31, 2026. Buyers are paying for a Phase 2b study whose results do not yet exist, built on 24 patients in the two completed PBH studies.

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