| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Inogen Inc (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
45780L104 (CUSIP Number) |
02/21/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 45780L104 |
| 1 | Names of Reporting Persons Yuwell (Hong Kong) Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization HONG KONG | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,626,425.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.90 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Note to Row 11: See Item 4.
SCHEDULE 13G |
| CUSIP No. | 45780L104 |
| 1 | Names of Reporting Persons Jiangsu Yuyue Medical Equipment & Supply Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CHINA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,626,425.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.90 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Notes to Rows 5, 7, and 9: Jiangsu Yuyue Medical Equipment & Supply Co., Ltd. may be deemed to have beneficial ownership over 2,626,425 shares of Common Stock held of record by Yuwell (Hong Kong) Holdings Limited. Yuwell (Hong Kong) Holdings Limited is a company registered in Hong Kong and is a wholly-owned subsidiary of Jiangsu Yuyue Medical Equipment & Supply Co., Ltd.
Note to Row 11: See Item 4.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Inogen Inc | |
| (b) | Address of issuer's principal executive
offices: 859 Ward Drive Goleta, California 93111 | |
| Item 2. | ||
| (a) | Name of person filing: Yuwell (Hong Kong) Holdings Limited
Jiangsu Yuyue Medical Equipment & Supply Co., Ltd. | |
| (b) | Address or principal business office or, if
none, residence: The business address of Yuwell (Hong Kong) Holdings Limited is Huanyuan East Road No.1, Xuzhuang Software Park No.1, Nanjing, Jiangsu, the People's Republic of China.
The business address of Jiangsu Yuyue Medical Equipment & Supply Co., Ltd is Huanyuan East Road No.1, Xuzhuang Software Park No.1, Nanjing, Jiangsu, the People's Republic of China. | |
| (c) | Citizenship: Yuwell (Hong Kong) Holdings Limited: Hong Kong
Jiangsu Yuyue Medical Equipment & Supply Co., Ltd.: China | |
| (d) | Title of class of securities: Common Stock, $0.001 par value | |
| (e) | CUSIP No.: 45780L104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (b) | Percent of class: The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.
The percentage of the total outstanding Common Stock is calculated based on the sum of (i) the 23,903,119 shares of Common Stock outstanding as of January 25, 2025, as reported in Section 3.2 to the Securities Purchase Agreement, dated January 25, 2025, by and between the issuer and Yuwell (Hong Kong) Holdings Limited (the "Securities Purchase Agreement"), attached as exhibit 10.2 to issuer's Current Report on Form 8-K filed with the SEC on January 27, 2025 and (ii) the 2,626,425 shares of Common Stock issued pursuant to the Securities Purchase Agreement. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 2,626,425 | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 2,626,425 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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