UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 2020
INOGEN, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-36309 | 33-0989359 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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326 Bollay Drive, Goleta, CA | | 93117 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (805) 562-0500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.001 par value | | INGN | | The NASDAQ Stock Market LLC (NASDAQ Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 8, 2020, as part of Inogen, Inc.’s, (the “Company”) succession planning activities, Scott Wilkinson, the Company’s Chief Executive Officer and President, informed the Company’s Board of Directors (the “Board”) that he intends to retire as Chief Executive Officer and President of the Company before the end of 2021. However, to ensure an orderly transition, Mr. Wilkinson informed the Board that he intends to remain in his current roles until the appointment of his successor and will assist the Board in its search for his successor and help with transition as necessary. The Board has initiated a process to identify a successor for Mr. Wilkinson and intends to engage an executive search firm to support the search. Mr. Wilkinson will also retire as a member of the Board in connection with his retirement from his position as Chief Executive Officer and President. Mr. Wilkinson’s decision to retire is voluntary and is not as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
Item 7.01. | Regulation FD Disclosure. |
On June 9, 2020, the Company issued a press release announcing Mr. Wilkinson’s retirement as described in this Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1.
The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
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.
| INOGEN, INC. |
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Date: June 9, 2020 | By: | /s/ Alison Bauerlein |
| | Alison Bauerlein Executive Vice President, Finance, Chief Financial Officer, Secretary and Treasurer |
