Vogenx, Inc.

Unregistered Sales of Equity Securities

In connection with the closing of the IPO in August 2026, (i) all 5,661,422 outstanding shares of our Series A convertible preferred stock automatically converted into an aggregate of 1,887,144 shares of our common stock, (ii) all outstanding related party convertible promissory notes, with an aggregate principal amount of $750,000, automatically converted into an aggregate of 64,102 shares of our common stock at a conversion price of $11.70 per share, and (iii) outstanding warrants to purchase 471,805 shares of our common stock at an exercise price of $5.70 per share and pre-funded warrants to purchase 188,715 shares of our common stock were automatically exercised on a cashless basis for an aggregate of 453,183 shares of our common stock. The issuances of these shares of common stock were exempt from registration under the Securities Act in reliance on Section 3(a)(9) of the Securities Act because the shares were issued in exchange for outstanding securities of the Company with no commission or other remuneration paid for soliciting the exchange.

Use of Proceeds

In August 2026, we completed the IPO, pursuant to which we issued and sold 7,187,500 shares of our common stock at a public offering price of $13.00 per share, including 937,500 additional shares of our common stock pursuant to the exercise in full by the underwriter of its option to purchase shares of common stock from us at the IPO price. The offer and sale of all of the shares of our common stock in the IPO were registered under the Securities Act pursuant to our Registration Statement on Form S-1, as amended (File No. 333-297487), which was declared effective by the SEC on August 11, 2026. JonesTrading Institutional Services LLC acted as the sole book-running manager of the IPO. Shares of our common stock began trading on The Nasdaq Capital Market under the symbol “VOGX” on August 12, 2026.

We received gross proceeds from the IPO of approximately $93.4 million, which resulted in net proceeds of approximately $84.4 million, after deducting underwriting discounts and commissions and other offering expenses payable by us. None of the underwriting discounts and commissions or other offering expenses were incurred or paid, directly or indirectly, to any of our directors or officers or their associates or to persons owning 10% or more of our common stock or to any of our affiliates.

There has been no material change in the expected use of the net proceeds from the IPO as described in our Prospectus.

Issuer Repurchases of Equity Securities

None.