Inogen Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

Inogen filed an 8-K detailing a material agreement and unregistered equity sales.

AI Summary

On January 25, 2025, Inogen Inc. entered into a Material Definitive Agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits related to these events.

Why It Matters

This 8-K filing indicates significant corporate actions by Inogen Inc., including a material definitive agreement and unregistered equity sales, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Inogen Inc. (company) — Registrant
• January 25, 2025 (date) — Date of earliest event reported
• 859 Ward Drive, Goleta, California 93111 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value INGN The Nasdaq Stock Mar
• $10 — Common Stock"), at a price per share of $10.36, for an aggregate purchase price of
• $27.2 million — gregate purchase price of approximately $27.2 million (the "Private Placement"). The Purchase

Filing Documents

• ingn-20250125.htm (8-K) — 63KB
• ingn-ex10_1.htm (EX-10.1) — 175KB
• ingn-ex10_2.htm (EX-10.2) — 387KB
• ingn-ex10_3.htm (EX-10.3) — 211KB
• ingn-ex99_1.htm (EX-99.1) — 20KB
• img132417817_0.jpg (GRAPHIC) — 9KB
• 0000950170-25-008986.txt ( ) — 1093KB
• ingn-20250125.xsd (EX-101.SCH) — 24KB
• ingn-20250125_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Collaboration Agreement On January 25, 2025, Inogen, Inc., a Delaware corporation (the "Company" or "Inogen"), entered into a Strategic Collaboration Agreement (the "Collaboration Agreement") with Jiangsu Yuyue Medical Equipment & Supply Co., Ltd. ("Yuwell"). The collaboration with Yuwell is expected to broaden Inogen's product portfolio through distribution of certain respiratory products in the United States and select other territories, expand and enhance Inogen's innovation pipeline through R&D collaboration, and accelerate the entry of Inogen's brand into the Chinese market. The Collaboration Agreement will establish guidelines and principles relating to the parties' cooperation with respect to distribution, research and development, licensing, and supply chain optimization. The parties have also entered into two distribution arrangements whereby Inogen will distribute certain products supplied by Yuwell in the United States and specified European countries and Yuwell will distribute certain products supplied by Inogen in specified Asia Pacific countries. Securities Purchase Agreement Concurrently with the execution of the Collaboration Agreement, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with Yuwell (Hong Kong) Holdings Limited, a wholly-owned subsidiary of Yuwell (the "Investor"), pursuant to which the Investor will purchase 2,626,425 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a price per share of $10.36, for an aggregate purchase price of approximately $27.2 million (the "Private Placement"). The Purchase Agreement contains customary representations and warranties of the Company, on the one hand, and the Investor, on the other hand, and customary conditions to closing. The closing of the Private Placement is expected to occur during the first quarter of 2025. Registration Rights Agreement Co

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that are not historical facts, including, but not limited to, statements regarding the Company's future business plans, market opportunities, financial outlook, growth strategies, and anticipated operational results, are forward-looking statements. Words such as "aims," "believes," "anticipates," "plans," "expects," "will," "intends," "potential," "possible," and similar expressions are intended to identify forward-looking statements. 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 and uncertainties relating to the potential benefits of the Company's collaboration with Yuwell; satisfaction of the closing conditions under the Purchase Agreement; the timing of the closing of the Equity Investment; market acceptance of its products; competition; its sales, marketing and distribution capabilities; its planned sales, marketing, and research and development activities; and risks associated with international operations. For a detailed discussion of these and other risks that could impact Inogen's operations and financial performance, please refer to the "Risk Factors" section of its Annual Report on Form 10-K for the period ended December 31, 2023, its Quarterly Report on Form 10-Q for the calendar quarter ended March 31, 2024 and in its other filings with the SEC. 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit Description 10.1 10.2 Collaboration Agreement, dated as of January 25, 2025, by and between Inogen, Inc. and Yuwell. Securities Purchase Agreement, dated as of January 25, 2025, by and between Inogen, Inc. and the Investor. 10.3 Form of Registration Rights Agreement . 99.1 Press Release of Inogen, Inc., dated January 26, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: January 27, 2025 By: /s/ Michael Bourque Michael Bourque Executive Vice President Chief Financial Officer Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR