UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-297487) (the “Registration Statement”) of Vogenx, Inc. (the “Company”) and in connection with the consummation of the initial public offering of the Company’s common stock (the “IPO”), the Company filed a second amended and restated certificate of incorporation (the “Amended and Restated Charter”) with the Secretary of State of the State of Delaware. The Company’s board of directors (the “Board”) and the Company’s stockholders previously approved the Amended and Restated Charter to be filed in connection with, and to be effective immediately prior to, the consummation of the IPO. The Amended and Restated Charter amends and restates the Company’s existing amended and restated certificate of incorporation, as amended, in its entirety to, among other things, (i) authorize 500,000,000 shares of common stock, par value $0.0001 per share; (ii) eliminate all references to the previously existing series of preferred stock; and (iii) authorize 10,000,000 shares of undesignated preferred stock, par value $0.0001 per share, that may be issued from time to time by the Board in one or more series.
The foregoing description of the Amended and Restated Charter is qualified by reference to the Amended and Restated Charter, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
In addition, as previously disclosed in the Registration Statement and in connection with the consummation of the IPO, the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Board and the Company’s stockholders to become effective immediately upon effectiveness of the Registration Statement, became effective. The Amended and Restated Bylaws amend and restate the Company’s bylaws in their entirety to, among other things, (i) establish procedures for the Company’s stockholders to take formal actions at meetings of stockholders; (ii) establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to the Board; (iii) establish procedures relating to the nomination of directors; and (iv) conform to the amended provisions of the Amended and Restated Charter.
The foregoing description of the Amended and Restated Bylaws is qualified by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Vogenx, Inc. | |
| 3.2 | Amended and Restated Bylaws of Vogenx, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Vogenx, Inc. | ||
| Date: August 13, 2026 | By: | /s/ James Green |
| Name: | James Green | |
| Title: | Chief Executive Officer | |