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Section 1: 8-K (8-K CHANGE IN OFFICER)

ingn-8k_20180630.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

August 24, 2018

 

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.)

326 Bollay Drive

Goleta, California 93117

(Address of principal executive offices, including zip code)

(805) 562-0500

(Registrant’s telephone number, including area code)

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)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 August 24, 2018, Matthew Scribner notified Inogen, Inc. (the “Company”) of his intention to resign from the Company effective January 2, 2019.  Mr. Scribner will continue as the Company’s Executive Vice President, Operations until September 17, 2018, and intends to provide transition services to the Company as an employee through January 2, 2019.  Mr. Scribner will be succeeded by Bart Sanford effective September 17, 2018.

 

Item 7.01.  Regulation FD Disclosure.

 

On August 28, 2018, the Company issued a press release announcing the management changes 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

 

Exhibit

 

Description

 

 

 

99.1

 

Press Release, dated August 28, 2018.


EXHIBIT INDEX

 

Exhibit

No.

 

Description

 

 

 

99.1

 

Press Release, dated August 28, 2018.


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.

 

 

 

Date:  August 28, 2018

By:

/s/ Alison Bauerlein

 

 

Alison Bauerlein

Executive Vice President, Finance,

Chief Financial Officer, Secretary and Treasurer

 

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Section 2: EX-99.1 (EX-99.1)

ingn-ex991_6.htm

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

Inogen Announces Management Changes

 

Goleta, California, August 28, 2018Inogen, Inc. (NASDAQ: INGN), a medical technology company offering innovative respiratory products for use in the homecare setting, today announced that after nearly 15 years of dedicated support to Inogen’s growth and success, Matt Scribner, Inogen’s Executive Vice President of Operations, plans to leave Inogen effective January 2nd, 2019. The Company has appointed Bart Sanford as Inogen’s Executive Vice President of Operations effective September 17th, 2018. Matt plans to facilitate a transition to ensure an orderly and effective shift of responsibilities. Most recently, Bart was Senior Vice President of Operations at Cepheid Inc.,  a molecular diagnostics company and subsidiary of Danaher Corporation.

 

“Matt has been a part of the Company’s success and I want to thank him for his many contributions to Inogen over the years and wish him the best in his future endeavors,” said Chief Executive Officer, Scott Wilkinson.  “We are looking forward to Bart’s contributions as we continue to drive portable oxygen concentrators to become the standard of care for ambulatory oxygen patients worldwide in this large and growing market.”  

 

Inogen has used, and intends to continue to use, its Investor Relations website, http://investor.inogen.com/, as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. For more information, visit http://investor.inogen.com/.

 

About Inogen

Inogen is innovation in oxygen therapy. We are a medical technology company that develops, manufactures and markets innovative oxygen concentrators used to deliver supplemental long-term oxygen therapy to patients suffering from chronic respiratory conditions.

 

For more information, please visit www.inogen.com.

 

Cautionary Note Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding Mr. Sanford’s expected contributions to Inogen, growth opportunities and market expectations for the portable oxygen concentrator market, expectations for Mr. Scribner’s expected departure date, the transition period and shift of responsibilities, and Inogen’s ability to continue to drive portable oxygen concentrators to become the standard of care for ambulatory oxygen patients. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from currently anticipated results, including but not limited to, risks arising from the possibility that Inogen will not realize anticipated revenue; the possible loss of key employees, customers, or suppliers; and intellectual property risks if Inogen is unable to secure and maintain patent or other intellectual property protection for the intellectual property

 


 

used in its products. In addition, Inogen's business is subject to numerous additional risks and uncertainties, including, among others, risks relating to market acceptance of its products; competition; its sales, marketing and distribution capabilities; its planned sales, marketing, and research and development activities; interruptions or delays in the supply of components or materials for, or manufacturing of, its products; seasonal variations; unanticipated increases in costs or expenses; and risks associated with international operations. Information on these and additional risks, uncertainties, and other information affecting Inogen’s business operating results are contained in Inogen’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and in its other filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. Inogen disclaims any obligation to update these forward-looking statements except as may be required by law.

 

 

 

Investor Relations Contact:

Matt Bacso, CFA

805-879-8205

 

Media Contact:

Byron Myers

805-562-0503

 

 

 

 

 

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