Vogenx, Inc.

PART I—FINANCIAL INFORMATION

I****tem 1. Financial Statements.

Condensed Balance Sheets

Condensed Statements of Operations

Condensed Statements of Stockholders’ Deficit

Condensed Statements of Cash Flows

VOGENX, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

Vogenx, Inc. (the “Company”), was incorporated in the State of Delaware on February 5, 2021. The Company is a clinical-stage life science and drug development company focused on the discovery and development of novel therapeutics for the treatment of serious metabolic and gastrointestinal diseases associated with dysfunctions in human metabolism and high unmet medical needs. The Company’s lead product candidate, mizagliflozin, is an orally administered, minimally absorbed, small molecule drug candidate being developed for the treatment of post-bariatric hypoglycemia (“PBH”), gastroparesis and GIP-induced Cushing’s Syndrome.

Basis of presentation

The accompanying unaudited condensed financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual financial statements.

In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows as of and for the interim periods presented. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the full fiscal year or any subsequent interim period.

The condensed balance sheet as of December 31, 2025 has been derived from the audited financial statements as of that date but does not include all disclosures required by U.S. GAAP for complete annual financial statements.

These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2025 included in the Company’s final prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

The Company’s significant accounting policies are described in the audited financial statements and related notes included in the Company’s final prospectus filed pursuant to Rule 424(b). There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2026.

Liquidity

The Company has incurred recurring losses from operations and had an accumulated deficit of approximately $11.7 million as of June 30, 2026. Since inception, the Company has financed its operations primarily through the issuance of equity securities and convertible notes. As of June 30, 2026, the Company had cash and cash equivalents of $193 thousand.

During August 2026, the Company completed its initial public offering (the “IPO”). Including proceeds from the exercise of the underwriter’s over-allotment option, the Company received aggregate net proceeds of approximately $84.9 million from the IPO after deducting underwriting discounts and commissions and offering expenses payable by the Company.

Management considered the successful completion of the IPO and the exercise of the overallotment option in its evaluation of the Company’s ability to continue as a going concern.

Based on the Company’s current operating plan and available cash resources, including the net proceeds received from the IPO and related overallotment option exercise, management believes the Company’s cash and cash equivalents will be sufficient to fund operations and meet its obligations for at least 12 months from the date these financial statements are issued. Accordingly, management has concluded that substantial doubt regarding the Company’s ability to continue as a going concern does not exist.

The accompanying financial statements have been prepared on a going concern basis.

Reverse stock split

On July 21, 2026 the Company’s board of directors approved a one-for-three reverse stock split, which was effected on July 28, 2026, of the Company’s issued and outstanding shares of common stock. Accordingly, all issued and outstanding share and per share amounts of common stock and stock option awards for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split. The par value of the common stock and preferred stock and the number of authorized shares were not changed as a result of the reverse stock split.

Initial public offering

In August 2026, the Company completed the IPO, pursuant to which the Company issued and sold 7,187,500 shares of its common stock at a public offering price of $13.00 per share, including 937,500 additional shares of its common stock pursuant to the exercise in full by the underwriter of its option to purchase shares of common stock from the Company at the IPO price. As a result, the Company received net proceeds from the IPO of approximately $84.9 million, after deducting underwriting discounts, commissions and offering expenses payable by the Company. Immediately prior to the closing of the IPO, the Company’s outstanding convertible preferred stock and convertible notes automatically converted into 1,951,246 shares of common stock and the Company’s outstanding warrants were automatically cashlessly exercised for 453,183 shares of common stock.

Following the closing of the IPO, no shares of the Company’s convertible preferred stock were authorized or outstanding. In connection with the completion of the IPO, on August 13, 2026, the Company’s amended and restated certificate of incorporation, as amended, was amended and restated to (i) authorize 500 million shares of common stock, par value $0.0001 per share and (ii) authorize 10 million shares of undesignated preferred stock, par value $0.0001 per share, that may be issued from time to time by the Company’s board of directors from time to time.

The Company’s unaudited condensed financial statements as of and for the period ended June 30, 2026, including share and per share amounts, do not give effect to the IPO and related actions as the IPO closed subsequent to June 30, 2026.

Reclassifications

Certain amounts reported previously have been reclassified to conform to the current period presentation with no effect on total stockholders’ deficit or net loss as previously reported.

Segment information

The Company operates as asingle reportable segment engaged in the discovery and development of treatments for serious metabolic and gastrointestinal diseases. The Company has not generated revenues since inception. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The CODM reviews the Company’s performance on an aggregate basis; thus the segment’s loss is the Company’s net loss, as reported on accompanying statements of operations, and the segment’s assets are the Company’s total assets, as reported on the accompanying balance sheets. Significant expenses provided to the CODM include research and development and general and administrative expenses, as reported on the accompanying statements of operations.

The CODM uses the information primarily to evaluate the Company’s performance and allocate resources. The CODM’s evaluation includes reviewing key financial metrics such as budget versus actual expenditures and assessing overall cash flow and liquidity to ensure the continuity of operations. This approach allows the CODM to monitor the Company’s performance and make strategic adjustments as needed to support its operational and financial goals.

The Company’s operations and all long-lived assets are located in the United States.

The following table presents the measure of segment loss and the significant expense categories regularly provided to the CODM for the three and six months ended June 30, 2026 and June 30, 2025:

Deferred offering costs

The Company capitalizes as deferred offering costs all direct and incremental legal, accounting, underwriting and other third-party fees incurred in connection with the IPO. Upon the consummation of the IPO, such costs are offset against the gross proceeds received from the IPO. As of June 30, 2026 and December 31, 2025, the Company had deferred offering costs of $1,204,631 and $63,363, respectively, of which $1,056,394 was included in accounts payable as of June 30, 2026.

Fair value measurements

ASC Topic 820,Fair Value Measurement, establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 – This level consists of quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 - This level consists of inputs that include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Fair values for these instruments are estimated using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows.

Level 3 - This level consists of inputs that are unobservable inputs for the assets or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, prepaids and other current assets, accounts payable, deferred offering costs and accrued expenses approximate their fair values at June 30, 2026 and December 31, 2025 due to their short-term nature for these Level 1 instruments and management’s conclusion that their carrying amounts approximate the amount for which the assets could be sold or the liabilities could be settled.

As of June 30, 2026, and December 31, 2025, the Company’s liabilities measured at fair value on a recurring basis included the warrant liability and convertible promissory notes payable, related party which were measured using Level 3 inputs. There were no transfers between fair value hierarchy levels during the three and six months ended June 30, 2026, and the year ended December 31, 2025.

The following table summarizes the change in fair value, as determined by the Level 3 inputs, for the warrant liability, and convertible promissory notes payable, related party using unobservable Level 3 inputs as of June 30, 2026 and December 31, 2025:

The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements classified as Level 3 as of June 30, 2026 and December 31, 2025:

Recently issued accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard-setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the accompanying financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-11 - Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 is intended to clarify and improve certain aspects of interim financial reporting, including the requirements for interim disclosures and the application of recognition and measurement guidance in interim periods. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential impact of the guidance and potential additional disclosures required.

On November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This new standard requires more detailed disclosures about the types of expenses in commonly presented expense captions such as cost of sales, selling, general and administrative expenses and research and development expenses. This includes separate footnote disclosure for expenses such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. Public business entities are required to apply the guidance prospectively and may apply it retrospectively. The ASU’s amendments are effective for public business entities for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the effect of adopting this ASU.

As of June 30, 2026 and December 31, 2025, the Company had accrued expenses of $1,095,543 and $709,818, respectively. At June 30, 2026, accrued expenses consist primarily of $719,043 in compensation payable to the Company’s officers, $286,500 for bonuses and $90,000 in fees to members of its board of directors. At December 31, 2025, accrued expenses consist primarily of $363,318 in compensation payable to the Company’s officers, $286,500 for bonuses and $60,000 in fees to members of its board of directors.

On December 8, 2025, the Company issued unsecured convertible promissory notes to the Company’s Chief Financial Officer (also a director), an entity owned by another director, and an entity owned by a close relative of the Company’s Chief Scientific Officer (also a director), all related parties (“Notes”), for an aggregate principal amount of $750,000 with a stated interest rate of 12% per annum to pursue fundraising and general corporate purposes. In the event of an initial public offering the principal amount of the Notes would automatically convert into shares of the Company’s common stock at a conversion price equal to 90% of the per share price of the Company’s common stock sold in the initial public offering. In the event of a Qualified Financing (as defined in the Notes) the principal amount of the Notes would automatically convert into Conversion Shares (as defined in the Notes) at a conversion price equal to 90% of the per share price of the Conversion Shares issued in such Qualified Financing. In the event of an Optional Financing (as defined in the Notes), subject to the consent of the holders, the principal amount of the Notes would automatically convert into the securities issued in such transaction at 90% of the per-share price (or equivalent) paid by investors in such transaction or, if no such price is readily determinable, at a price per share equal to 90% of the fair market value of the Company’s common stock as reasonably determined in good faith by the Company’s board of directors.

The Notes had a maturity of 15 months and if the Company has not closed an equity financing by the date that is 10 months after the issuance date of the Notes, the rate would increase to 18% per annum. Interest under the Notes was payable in cash. The Notes are presented as a current liability on the balance sheet. This classification is based on management’s judgment that the Notes were expected to be converted within one year from the balance sheet date.

Because of the variable nature of the embedded conversion features, the Notes have been accounted for in accordance with ASC Topic 815,Derivatives and Hedging (“ASC 815”). The Notes were valued using a probability-weighted expected return method (PWERM), which estimates fair value by modeling the expected payoffs under each scenario, discounting each scenario’s payoff to the Valuation Date, and then probability-weighting the present values. The analysis considered four primary scenarios: (i) automatic conversion upon an initial public offering, (ii) automatic conversion upon a Qualified Financing, (iii) an optional conversion upon other financing and (iv) repayment of principal and accrued interest at Maturity in the absence of an initial public offering or financing events, with scenario probabilities based on discussions with management regarding anticipated financing plans and timing. Because the expected payoff under each scenario is fixed at the time of settlement and does not vary with future equity value beyond the conversion event, the instrument exhibits debt-like characteristics; accordingly, expected payoffs were discounted using a rate reflecting the obligor’s credit risk, calculated as the sum of a term-matched risk-free rate and an appropriate credit spread. At June 30, 2026, there was a difference in the aggregate fair value and the aggregate unpaid principal balance of the convertible promissory note payable, related party of $117,700.

Immediately prior to the closing of the IPO, the convertible notes converted into 64,102 shares of the Company’s common stock at a price per share equal to 90% of the public offering price in the IPO.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrants may require—outside the Company’s control—settlement through transferring assets, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and at the time of any modification while the warrants are outstanding.

Warrants classified as equity

During December 2021 and January 2022,188,715 pre-funded common stock warrants were issued to the Company’s placement agent in connection with the Company’s Series A Convertible Preferred Stock financing and accounted for as equity as part of the placement agent’s services. The warrants had a term ofseven and one-half years from the original issuance date and an exercise price of $0.03 per share. As of June 30, 2026 and December 31, 2025 there were 188,715 warrants outstanding with a weighted average exercise price of $0.03, a weighted average remaining contractual term of 3 and 3.5 years, respectively and a weighted average grant date fair value of $0.90. There was no change in the number of warrants classified as equity during the quarter ended June 30, 2026. Immediately prior to the closing of the IPO, these warrants were cashlessly exercised for an aggregate of 188,279 shares of the Company’s common stock.

Warrants classified as liabilities

The Company issued 471,805 warrants to purchase common stock with an exercise price of $5.70 in connection with its Series A Convertible Preferred Stock offering in December 2021 and January 2022. The warrants were issued to purchasers of the Company’s Series A Convertible Preferred Stock and had afive year term from the original issuance date. The warrants have been recorded as liability-classified instruments at estimated fair value. The Company adjusts the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. Any change in fair value of the warrant liability is recognized in the statement of operations under the change in fair value of warrant liability.

The estimated fair value of the warrants on the date of issuance was determined using Level 3 inputs on December 21, 2021 and January 28, 2022 the dates of issuance. Inherent in a Black-Scholes-Merton (“BSM”) model are assumptions related to expected share-price volatility, expected term, and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The assumptions used in calculating the estimated fair values at the end of the reporting period represent the Company’s best estimate and include the annualized volatility percentage.

However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different.

As of June 30, 2026 and December 31, 2025, there were 471,805 warrants outstanding with a weighted average exercise price of $5.70, a weighted average remaining contractual term ofsix months andone year, respectively, and a weighted average grant date fair value of $0.33. There was no change in the number of warrants classified as liability during the quarter ended June 30, 2026. Immediately prior to the closing of the IPO, these warrants were cashlessly exercised for an aggregate of 264,904 shares of the Company’s common stock.

6. Stockholders’ Deficit

On December 15, 2021, in connection with the filing of the Company’s amended and restated certificate of incorporation, the Company increased the total number of authorized shares of all classes of stock to 50,000,000 shares of common stock and 15,000,000 shares of preferred stock.

The holders of shares of Series A Convertible Preferred Stock had the following rights and preferences:

Liquidation

In the event of any liquidation, dissolution or winding up of the Company, the holders of Series A Convertible Preferred Stock were entitled to be paid out of Company assets, available for distribution to its stockholders, in preference to the holders of common stock. The holders of Series A Convertible Preferred Stock were to be paid an amount per share equal to the greater of (i) the Series Original Issue Price of $1.90 per share plus any dividends declared but unpaid or (ii) an amount per share as would have been payable had all shares of preferred stock been converted into common stock plus and dividends declared but unpaid. If Company assets were not sufficient to pay the holders of Series A Convertible Preferred Stock in full, they will share ratably in any distribution in proportion to the respective convertible amounts held by each holder of preferred stock. After the holders of Series A Convertible Preferred Stock are paid in full, the holders of common stock are entitled on a ratable basis to all remaining assets of the Company.

Mandatory conversion

Each share of Series A Convertible Preferred Stock was mandatorily convertible upon either (i) the closing of the sale of shares of common stock to the public at a price of at least $14.25 per share in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the Series A Convertible Preferred Stock.

Optional conversion

Each share of Series A Convertible Preferred Stock was convertible at the option of the holder at any time into shares of common stock as determined by dividing the applicable Original Issue Price by the applicable Conversion Price (initially the applicable Original Issue Price). The Conversion Price was subject to adjustment for dilutive issuances.

Voting

The holders of Series A Convertible Preferred Stock were entitled to vote equal to the number of whole shares of common stock into which the shares of preferred stock are convertible as of the record date for determining stockholders entitled to vote on such matter. The holders of Series A Convertible Preferred Stock and common stock generally voted together as one class.

The Company calculates net loss per common share in accordance with ASC Topic 260,Earnings Per Share, which requires the use of the two-class method because the Series A Convertible Preferred Stock was entitled to participate in dividends. However, the Company has generated a net loss for each of the two periods presented. Because the Series A Convertible Preferred Stock is not obligated to share in the Company’s losses, the two-class method does not apply in the periods presented.

Basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding including 188,715 pre-funded warrants issued to the Company’s placement agent in connection with the issuance of the Company’s Series A Convertible Preferred Stock. As the Company’s pre-funded warrants were issuable for little to no consideration and did not contain any conditions that must be satisfied for the holder to receive the shares, the pre-funded warrants were included in the computation of basic and diluted net loss per share. Basic and diluted net loss per share attributable to common stockholders were the same in the periods presented because the inclusion of the potentially dilutive securities would be anti-dilutive.

For the three and six months ended June 30, 2026, and 2025, all of the Company’s Series A Convertible Preferred Stock, common stock options, and warrants, with the exception of the pre-funded warrants described above, issued to the Series A shareholders were anti-dilutive and therefore have been excluded from the diluted net loss per share calculations.

The following table reconciles net loss and the securities used to calculate weighted average shares outstanding:

The following potentially dilutive securities were excluded from the calculation of net loss per share due to their anti-dilutive effect: